HomeMy WebLinkAboutHeartland Payment Systems electronic debit credit card processing services1
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AGREEIIIENT
THIS AGREEMENT (the 'Agreement") is made and entered into this day of October,
2014, by and between the CITY OF FRESNO, a Municipal Corporation within the State of
California ('CITY) and Heartland Payment Systems, lnc. whose address is g0 Nassau Street,
Princeton, NJ 08542 ("CONTRACTOR").
WITNESSETH:
Whereas, the CITY collects fees, fines and/or other types of monetary obligations from
individuals and/or entities subject to its jurisdiction; and
Whereas, the CITY desires to permit payment of amounts owed to it by means of
electronic transactions; and
Whereas, CONTRACTOR offers electronic check payment and processing transaction
services and crediUdebit card payment transaction services through an lnternet interface and
an interactive telephone voice response system ("lVR");
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CITY and CONTRACTOR agree as follows:
I. DEFINITIONS
"ClW Designated Accounf' means the direct deposiUdebit account(s) established and
maintained by CITY at an Automated Clearing House ("ACH") receiving depository institution
reasonably acceptable to CONTRACTOR for payment of Citizen obligations and debit of
Chargebacks, Return Transactions, fines and fees.
"CITY Paymenf' means any payment that is owed to CITY by a third party and paid
through a Payment Transaction.
"Card Services" means the services provided by CONTRACTOR relating to credit card
and/or debit card services provided in accordance with this Agreement inctusive of payment
and electronic funds transfer which enable Payment Transactions to be processed.
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"Chargebacld' means the reversal of a Payment Transaction previously credited to a
CITY Designated Account.
"Citizen" means the person, business or enti$ that initiates and makes payment of the
clw Payment and convenience Fee through a payment rransaction.
"Co'Brand' means an electronic transaction containing payment and identification data
which is initiated by the Citizen on the CITY website, then transferred to a CONTRACTOR web
page where the Citizen completes the transaction and is provided with a confirmation of the
Payment Transaction.
"Co'Brand Pltts" means an electronic transaction containing payment and identification
data which is initiated by the Citizen on the CITY website, then transferred to a
CONTRACTOR web page where the Citizen completes the transaction. The Citizen is
subsequently transferred back to the CITY web site along with confirmation of the payment
Transaction.
"Convenience Fee" means the fee charged to a Citizen by CONTRACTOR for the
convenience of Citizen making CITY Payments by use of the Services. The convenience fee
schedule is set forth in Exhibit B - Fee Schedule.
"Electronic Check Services" means the services provided by CONTRACTOR relating to
electronic check services provided in accordance with this Agreement inclusive of payment
and electronic funds transfer that enable Payment Transactions to be processed.
"CONTRACTOR Sysfem" means CONTRACTOR's and its Suppliers' electronic payment
processing system including but not limited to its technology, hardware, software and
equipment.
"Payment Transactíon" means an electronic payment transaction initiated by a Citizen by
electronic check or by credit and/or debit card as provided below, at the CONTRACTOR's or
CITY's website or lVR, as applicable, and processed by CONTRACTOR and/or its Suppliers
under this Agreement.
"PCI" means the Payment Card lndustry (PCl) Data Security Standard, the result of
collaboration between Visa and MasterCard to create common industry security requirements.
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"Retum Transaction" means a Payment Transaction that is unable to be processed by a
Citizen's depository financial institution.
"Retum Transaction Fee" means the fee charged to CITY pursuant to Exhibit B - Fee
Schedule.
"Servrbes" means the Card Services and/or Electronic Check Services provided by
CONTRACTOR and its Suppliers pursuant to this Agreement.
"Simple Transaction Processo/' (STP) means an electronic transaction and return
confirmation containing payment and identification data, initiated and received by the Citizen
on the clw website, without a link or transfer to a CoNTRAcToR web page.
"Suppliers" means CONTRACTOR authorized vendors including, but not limited to,
ACH processor(s).
II. OBLIGATIONS OF THE GONTRACTOR
The CONTRACTOR's obligations include the following:
1. Electronic Check Services
a. CONTRACTOR shall provide Citizens with the opportunity to make CITY
Payments by electronic check through an lnternet interface and through an IVR
system.
b. CONTRACTOR shall provide real time processing of electronic check
transactions, validate the bank transit routing number, validate the ACH eligibility
of the bank transit routing, determine that the dollar amount is below or equal to
the maximum and above or equalto the minimum specified by the CITY, validate
checking account number for structure, validity, and check against a negative file
in an established proprietary database.
c. CONTRACTOR shall create a transaction file and forward Payment Transactions
to the ACH, electronically debiting the Gitizens bank account and crediting the
CITY Designated Account.
d. CONTRACTOR shall settle CITY Payments into the CITY Designated Account
within three (3) business days following the completion date of the Payment
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Transaction.
CONTRACTOR shall confirm the dollar amount of each CITY Payment made by
Citizens and the corresponding Convenience Fees to be electronically debited
from the Citizen's designated demand deposit account, and obtain the Citizen's
authorization (electronic or otherwise) of such transaction prior to initiating the
transaction.
CONTRACTOR shall provide the Citizen with electronic confirmation of the
electronic check transaction; retain electronic check authorization logs and
transaction records for such period of time as required by applicable law and the
regulations of the National Automated Clearing House Association ("NACHA").
CONTRACTOR shall arrange for a unique check descriptor for the CITY
Payment that references the name of the CITY and arrange for a separate
unique check description for the Convenience Fee that references
CONTRACTOR and the nature of the fee. This description is used to identify
payment transactions and the convenience fee on the Citizens bank statement.
CONTRACTOR shall provide CITY with a daily report detailing Payment
Transactions and Chargeback transactions.
2. Credit/Debit Card Services
a. CONTRACTOR shall provide Citizens the opportunity to make CITY Payments
by credit card and debit card through both an IVR and lnternet ínterface.
b. CONTRACTOR shall, on behalf of CITY, collect and process CITY Payments
from Citizens using the American Express@ Card, MasterQard@, VISA@,
Discover@ Card or other credit card mutually agreed upon by CITY and
CONTRACTOR (each, a "Card").
c. CONTRACTOR may begin providing the Services to Citizens immediately after
Agreement is signed.
d. CITY authorizes CONTRACTOR to debit the CITY Designated Account in
connection with:
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f.
i. any Card transaction reversed by any card issuer or brand.
¡¡. any Ghargeback Card transaction that is initiated by a Citizen
¡ii. any electronic check returned for any reason.
CONTRACTOR shall refund to the Citizen the corresponding Convenience Fee.
The clTY will not refund in cash to a Citizen any clw payment made by a
Citizen using CONTRACTOR Services.
CONTRACTOR shall forward CITY Payment Transactions to the appropriate
Card organizations for settlement to the CITY Designated Account.
CONTRACTOR shall retain all Convenience Fees collected by it under this
Agreement. lf CONTRACTOR is unable to collect all amounts owed by CITY
under this Agreement through debiting the CITY Designated Account, CIfy shall
promptly pay all owed amounts to CONTRACTOR in immediately available
funds.
CONTRACTOR shall confirm the dollar amount of a Gitizen's GITY Payment and
the corresponding convenience fees to be charged to his/her Card and obtain the
Citizen's approval (electronic or otherwise) of such charges before initiating credit
authorizations.
CONTRACTOR shall provide Citizens with electronic confirmation of Card
transactions.
For authorization purposes, CONTRACTOR shall electronically transmit all Card
transactions to the appropriate Card-processing center, in real time as the
transactions occur.
CONTRACTOR shall retain Card authorization logs and transaction records for
such period of time as required by applicable law and the regulations of the
respective Card organizations.
CONTRACTOR shall arrange for a unique line merchant descriptor for the CITY
Payment that references the name of CITY and arrange for a separate unique
line merchant description for the Convenience Fee that references
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CONTRACTOR and the nature of the fee.
l. CONTRACTOR shall provide CITY with logos, graphics, and other appropriate
materials for Display at CITY offices, announcing the acceptance of credit cards
and eChecks for payment for CITY's use in its communications with Citizens.
m. CONTRACTOR shall provide CITY with reports summarizing use of the Services
by Citizens for a given reporting period.
III. OBLIGATIONS OF THE CITY
The CITY's obligations include the following:
1. CITY Credit Card and Electronic Check Obliqations
a. With respect to all Chargebacks and returned electronic checks the CITY must
allow direct debiting of the CITY'S Designated Account for the amount of CITY
Payments previously settled into the CITY Designated Account.
b. Other than permitting CONTRACTOR to charge the Convenience Fees in
accordance with this Agreement, CITY will not impose any surcharge or penalty
on electronic check transactions made by Citizens under this Agreement.
c. lf CITY requests a customized reporting format, CITY shall provide
CONTRACTOR with its desired reporting format sufficiently in advance of the
requested report delivery date. Customized reporting formats require
CONTRACTOR'S prior written approval.
d. CITY will not require, as a condition to making a CITY Payment, that a Citizen
agree in any way to waive such person's rights to dispute the transaction with
their banking institution for legitimate reasons.
e. Subject to the restrictions of the section entitled "lntellectual Properg", GITY will
publicize the Services to its Citizens at its own expense. These promotions shall
include publishing the relevant URL for the CONTRACTOR Website and relevant
telephone number (as applicable) on all Citizen information printed publications,
citations and notices, and all related materials. CITY will obtain CONTRACTOR'S
consent before publishing any materials that reference the CONTRACTOR, and
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CITY agrees to incorporate all reasonable changes requested by CONTRACTOR
into any of the publicized materialto ensure
¡. the correct usage of the CONTRACTOR trademarks and logos,
ii. the accuracy of the content, and
ii¡. reasonably acceptable graphics and presentation.
f. CITY shall not unreasonably withhold consent for CONTRACTOR to publish
press releases and/or be a reference for CONTRACTOR, subject to CITY review.
g. CONTRACTOR shall not unreasonably withhold its consent to publish any
materials.
h. CITY shall be solely responsible, at its own expense, for acquiring, installing and
maintaining all of its own equipment, software and data communication service,
which is not a part of the CONTRACTOR System.
¡. CITY shall execute and deliver to CONTRACTOR an ACH authorization
Agreement in the format provided by CONTRACTOR to authorize electronic
payments/debits to and/or from the CITY Designated Account, and any other
certificates, instruments or documents as required by applicable laws and
regulations in order to consummate the transactions intended under this
Agreement. CITY will maintain and comply with applicable NACHA rules and
regulations on behalf of itself, its employees, agents and citizens.
2. CITY CrediUDebit Card Oblioations
a. lf required by the credit card organizations, CITY will enter into all applicable
merchant Card agreements and fully adhere to the rules, regulations and operating
procedures of the various Card organizations with respect to the use of speci¡c
Card logos and marks.
b. Other than permitting CONTRACTOR to charge the Convenience Fees in
accordance with this Agreement, CITY will not impose any surcharge or other
penalty on Card transactions made by Citizens for CITY Payments, (excluding late
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charges and ¡nterest on delinquent accounts and other such City Administrative
Fees).
c. lf applicable, CITY will provide CONTRACTOR its desired reporting formats
sufficiently in advance of the desired report delivery date.
d. CITY will provide to CONTRACTOR all necessary documents and
correspondence in connection with Chargeback transactions or other similar
refund transactions.
e. CITY will establish a reasonable adjustment policy to accommodate adjustments
that are required in the normal course of CITY'S daily operations.
¡. CITY will not require, as a condition to making a CITY Payment, that a
Cardholder agrees in any way to waive such person's rights to dispute the
transaction with the Card issuer for legitimate reasons.
g. CITY will publicize the Services to its Citizens. These publications shall include
publishing the relevant telephone number and URL for the payment portal
website on all taxpayer information publications, citations and notices, as
applicable and all related publications. CITY will obtain CONTRACTOR'S
consent prior to publishing any materials that reference the Services and/or
CONTRACTOR.
IV. TERM:
This Agreement shall become effective upon the signing of this Agreement. The term of this
Agreement shall be for three (3) years. This Agreement shall renew for two (2) successive one
(1) year periods unless written notice of nonrenewal is given by either party not later than sixty
(60) days before each termination date.
V. TERMINATION:
1. Non-Allocation of Funds
This Agreement shall terminate without any liability of the CITY to CONTRACTOR
upon the CITY'S non-appropriation of funds sufficient to meet its obligations hereunder
during any CITY fiscal year of this Agreement, or insufficient funding for the Project.
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2.Breach of Contract
The CITY may immediately suspend or terminate this Agreement in whole or in part,
where in the determination of the CITY there is an illegal or improper use of funds, or
when CONTRACTOR fails to cure a breach within the reasonable period provided in
subparagraph 2 below ¡f CONTRACTOR fails to provide the Services according to the
terms of this Agreement, prior to exercising any right of termination, CITY must:
a. notify CONTRACTOR of such breach; and
b. give CONTRACTOR a reasonable period to cure, depending on the nature of
the breach. The parties shall agree on the duration of such reasonable period
in writing; and if, CONTRACTOR is unable to cure within such time, CITY may
terminate the Agreement subjectto the terms of this Agreement.
lf this Agreement is terminated, regardless of cause, CITY agrees that all
obligations and liabilities of CITY with respect to any Sales Draft or Credit Voucher
presented prior to the effective date of termination shall survive such termination.
The provisions goveming processing and settlement of Card Transactions, all
related adjustments, fees and other amounts due from CITY and the resolution of any
related Chargebacks, will continue to apply after termination of this Agreement until all
Card Transactions made prior to such termination are settled or resolved. Upon
termination of this Agreement, CITY agrees to promptly send CONTRACTOR all data
relating to Card Transactions made to the date of termination.
In no event shall any payment by the CITY constitute a waiver by the CITY of any
breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available
to the CITY with respect to the breach or default. The CITY shall have the right to
demand of the CONTRACTOR the repayment to the C¡TY of any funds disbursed to
the CONTRACTOR under this Agreement, which were not expended in accordance
with the terms of this Agreement. The CONTRACTOR shall promptly refund any such
funds upon demand.
3.
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vt.
6. Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CITY upon the giving of sixty (60) days advance
written notice of an intention to terminate to CONTRACTOR.
COM PE N SATIO N'I NVO I G I NG :
CONTRACTOR will receive fees for Services in accordance with the rates set forth on
Exhibit B - Fee Schedule, which is incorporated into this Agreement by reference.
CONTRACTOR may charge a Convenience Fee for each Payment Transaction. The
Convenience Fee is processed in addition to the corresponding CITY Payment. This is
accomplished in two separate transactions. (This is required for the Convenience Fee to
be shown on the Citizen's statement as being paid to Heartland Payment Systems.)
The Convenience Fee will be charged to Citizens. During the term of this Agreement,
CONTRACTOR may invoice CITY for any other amounts owed by CITY under this
Agreement, including, but not limited to, Chargebacks, Chargeback fees, deposit
charges, refunds, Returned Transaction Fees, and ACH debits that previously overdrew
the CITY Designated Account. Notwithstanding the foregoing, Chargeback fees and
Returned Transaction Fees will be limited to a total of Five-Thousand Dollars ($5,OOO¡
per calendar year for the term of this Agreement and any renewals thereof.
CrediVDebit Card Fees
CONTRACTOR may charge Citizens a Convenience Fee for each Card transaction
processed, to be collected in addition to the corresponding CITY Payment. A schedule
of the Convenience Fees for CrediUDebit card Payment Transactions is attached to this
Agreement as Exhibit B - Fee Schedule. Except for any transaction costs to be paid by
CITY as set forth in Exhibit B, CONTRACTOR shall not charge CITY a fee in
consideration for CONTRACTOR providing the Card Services to Citizens.
Enhancements to the Services or additional services not provided for in this Agreement,
and any related fees payable by CITY in connection therewith, will be mutually agreed
upon by CONTRACTOR and CITY by an amendment to this Agreement and at no time
1.
2.
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shall cumulatively exceed Forty-Nine Thousand Dollars ($49,000) over the term of this
Agreement and any renewals thereof.
3. CITY Designated Account
Prior to any Payment Transaction, CITY will establish a CITY Designated Account and
will provide CONTRACTOR with the electronic record specifications necessary for funds
settlement and the posting of CITY Payment data related to payments. CITY shall
maintain such account during the term of this Agreement and for at least ninety (90)
days after expiration or termination for any reason. CITY agrees to pay CONTRACTOR
the amount it owes under this Agreement upon demand, together with all costs and
expenses incurred to collect that amount, including reasonable attorneys' fees. The
authority granted by this Section shall survive the termination of this Agreement until all
transactions processed under this agreement are settled or resolved.
4. ln no event shall compensation paid by CITY to CONTRACTOR under this Agreement
be in excess of Forty-Nine Thousand Dollars ($49,000) during the term of this
Agreement and any renewals thereof. lt is understood that all expenses incidental to
CONTRACTOR'S performance of services under this Agreement shall be borne by
CONTRACTOR.
VII. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
the CONTRACTOR'S officers, agents, and employees will at all times be acting and performing
as an independent contractor, and shall act in an independent capacity and not as an officer,
agent, servant, employee, joint venturer, partner, or associate of the CITY. Furthermore, CITY
shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform its work and function. However, CITY shall retain the right to
administer this Agreement so as to veriff that CONTRACTOR is performing its obligations in
accordance with the terms and conditions thereof. CONTRACTOR and CITY shall comply with
all applicable provisions of law and the rules and regulations, if any, of governmental
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authorities having jurisdiction over maüers the subject thereof. Because of its status as an
independent contractor, CONTRACTOR shall have absolutely no right to employment rights
and benefits available to CITY employees. CONTRACTOR shall be solely liable and
responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. ln addition, CONTRACTOR shall be solely responsible and save CITY harmless from
all matters relating to payment of CONTRACTOR'S employees, including compliance with
Social Security withholding and all other regulations governing such matters. lt is
acknowledged that during the term of this Agreement, CONTRACTOR may be providing
services to others unrelated to the CITY or to this Agreement.
1. Modification
This Agreement may not be modified or amended except by a separate written agreement
of both parties.
2. Non-Assionment
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties
under this Agreement, with the exception of the CONTRACTOR, without the prior written
consent of the other party. The CONTRACTOR may not assign, transfer, or sub-contract
any of its rights or duties under this Agreement to a wholly-owned subsidiary without
advance written notice to the CITY.
3. Hold Harmless
CONTRACTOR agrees to indemniff, save, hold harmless, and at CITY'S request, defend
the CITY, its officers, agents, employees and volunteers from any and all costs and
expenses, damages, liabilities, claims, and losses occurring or resulting to CITY which are
directly related to the performance, or failure to perform, by CONTRACTOR, its officers,
agents, or employees under this Agreement, provided that any and all such cost, loss,
liability, damage, judgment, cause of action, claim, expense, penalty or fine is the result of
the negligence or misconduct of the CONTRACTOR, its officers, directors or employees.
VIII. LIMITATION OF LIABILITY:
1. ln no event shall CONTRACTOR be liable for special, consequential, indirect, or
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exemplary damages, including lost profits, revenues, and business opportunities. The
provisions of this paragraph shall survive the termination of this Agreement. Without
limitation of the foregoing, CONTRACTOR shall not be liable to CITY for delays in data
transmission that occur after CONTRACTOR has attempted to transmit data timely.
2. CONTRACTOR makes no warranty whatsoever regarding card authorizations, declines or
referral codes by card organizations, and responses by card organizations to requests for
authorizations, processing, or settlement. CONTRACTOR shall have no liability to CITY or
any other person for any indirect loss, liability or damage arising from its performance of
this Agreement. Without limitation of the foregoing, CITY acknowledges that
CONTRACTOR has no liability or responsibility for the actions of any Card Brand, Card
lssuer, or Cardholder.
IX. INSURANCE
Coverage shall be at least as broad as:
1. The most current version of lnsurance Services Office (lSO) Commercial General Liability
Coverage Form CG 00 01, providing liability coverage arising out of your business operations.
The Commercial General Liability policy shall be written on an occurrence form and shall
provide coverage for "bodily injury," "property damage" and "personal and advertising injury"
with coverage for premises and operations (including the use of owned and non-owned
equipment), products and completed operations, and contractual liability (including, without
limitation, indemnity obligations under the Agreement) with limits of liability not less than those
set forth under "Minimum Limits of lnsurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing
liability coverage arising out of the ownership, maintenance or use of automobiles in the
course of your business operations. The Automobile Policy shall be written on an occurrence
form and shall provide coverage for all owned, hired, and non-owned automobiles or other
licensed vehicles (Code 1- Any Auto). lf personal automobile coverage is used, the CITY, its
officers, officials, employees, agents and volunteers are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and Employe/s
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Liability lnsurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to CONTRACTOR'S
profession.
MINIMUM LIMITS OF INSURANCE
CONTRACTOR, or any party the CONTRACTOR subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to CITY, its
officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of
the minimum limits specified herein or the full limit of any insurance proceeds available to the
named insured:
1. COMMERCIAL GENERAL LIABILITY:
(¡) $1,000,000 per occurrence for bodily injury and property damage;
(i¡) $1,000,000 per occurrence for personal and advertising injury;
(i¡¡) $2,000,000 aggregate for products and completed operations; and,
(¡v) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$500,000 per accident for bodily injury and property damage.
oR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liabilig not less than:
(¡) $100,000 per person;
(¡¡) $300,000 per accident for bodily injury; and,
(i¡¡) $50,000 per accident for property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of Califomia with
statutory limits.
4. EMPLOYER'S LIABILITY:
(¡) $1,000,000 each accident for bodily iniury;
(¡i) $1,000,000 disease each employee; and,
(¡¡¡) $1,000,000 disease policy limit.
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5. PROFESSIONAL LIABILITY (Errors and Omissions):
(¡) $1,000,000 per claim/occurrence; and,
(i¡) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
ln the event CONTRACTOR purchases an Umbrella or Excess insurance policy(ies) to meet
the "Minimum Limits of lnsurance," this insurance policy(ies) shall 'Tollow form" and afford no
less coverage than the primary insurance policy(ies). ln addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of
the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF.INSURED RETENTIONS
CONTRACTOR shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and CONTRACTOR shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must be
declared on the Certificate of lnsurance and approved by the CITY'S Risk Manager or his/her
designee. At no time shall CITY be responsible for the payment of any deductibles or self-
insured retentions
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General LiabiliÇ and Automobile Liability insurance policies are to contain, or be endorsed to
contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds.
2. The coverage shall contain no special limitations on the scope of protection afforded to
CITY, its officers, officials, employees, agents and volunteers. Any available insurance
proceeds in excess of the specified minimum limits and coverage shall be available to the
Additional lnsured.
3. For any claims related to this Agreement, CONTRACTOR'S insurance coverage shall be
primary insurance with respect to the CITY, its officers, officials, employees, agents and
volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials,
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employees, agents and volunteers shall be excess of CONSULTANT'S insurance and shall
not contribute with it.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the
following provision: CONTRACTOR and its insurer shall waive any right of subrogation against
CITY, its officers, officials, employees, agents and volunteers.
lf the Professional Liability (Errors and Omissions) insurance policy is written on a claims-made
form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONTRACTOR.
2. lnsurance must be maintained for at least five (5) years after completion of the Agreement
work ortermination of the Agreement.
3. lf coverage is canceled or non-renewed, and not replaced with another claims made policy
form with a retroactive date prior to the effective date of the Agreement or the commencement
of work by CONTRACTOR, CONTRACTOR must purchase "extended reporting" coverage for
a minimum of five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4. These requirements shall survive expiration or termination of the Agreement.
All policies of insuranee required herein shall be endorsed to provide th¡rty (30) calendar days
written notice to the CITY under the same terms and conditions. Upon issuance by the
insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage,
CONTRACTOR shall furnish CITY with a new certificate and applicable endorsements for
such policy(ies). ln the event any policy is due to expire during the work to be performed for
CITY, CONTRACTOR shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than ten (10) calendar days after the expiration
date of the expiring policy.
VERIFICATION OF COVERAGE
CONTRACTOR shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be received
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and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the
Agreement and before work commences. All non-lSO endorsements amending policy coverage
shall be executed by a licensed and authorized agent or broker. Upon request of CITY,
CONTRACTOR shall immediately make available to CITY'S legal counsel, at
CONTRACTOR'S corporate headquarters, a complete copy of any insurance policy required
under this Contract, including all endorsements, with said copy certified by the underwriter to
be a true and correct copy of the original policy. This requirement shall survive expiration or
termination of this Agreement. Notwithstanding the foregoing, in
coNTRAcroR's policy coverage be reduced below the requirements
Agreement.
X. AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time, with reasonable prior notice, during business hours, and
as often as the CITY may deem necessary, make available to the CITY for examination all of its
records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the CITY, permit the CITY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
xt. NoTrcEs
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
no
set
event shall
forth in this
CITY
CITY OF FRESNO
Karen M. Bradley
Assistant Controller
Finance Department, Room 2156
2600 Fresno Street
Fresno, CÁ.93721
With a copy to:
Greg Wiles
Treasury Officer
Finance Department, Room 2156
2600 Fresno Street
Fresno, CA 93721
CONTRACTOR
Heartland Payment Systems
General Counsel
90 Nassau Street
Princeton, NJ 08542
With a copy to:
Heartland Payment Systems
MichaelA. Lawler
570 Devall Dr. Suite 202
Auburn, AL 36832
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All notices between the CITY and the CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United
States mail, by an overnight commercial courier service, or by telephonic facsimile transmission.
A notice delivered by personal service is effective upon service to the recipient. A notice delivered
by first-class United States mail is effective three (3) CITY business days after deposit in the
United States mail, postage prepaid, addressed to the recipient. A notice delivered by an
overnight commercial courier service is effective one (1) CITY business day after deposit with the
overnight commercial courier service, delivery fees prepaid, with delivery instructions given for
next day delivery, addressed to the recipient. A notice delivered by telephonic facsimile is
effective when transmission to the recipient is completed (but, if such transmission is completed
outside of CITY business hours, then such delivery shall be deemed to be effective at the next
beginning of a CITY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this
section establishes, waives, or modifies any claims presentation requirements or procedures
provided by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of
the Government Code, beginning with section 810).
1. VENUE AND GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, Califomia. The rights and obligations of the parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State
of California.
2. DISCLOSURE OF SELF.DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the Agreement, the
CONTRACTOR changes its status to operate as a corporation.
Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or
performing services under this Agreement. A self-dealing transaction shall mean a
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transaction to which the CONTRACTOR is a party and in which one or more of its
directors has a material financial interest. Members of the Board of Directors shall
disclose any self-dealing transactions that they are a party to by completing and signing
a Conflict of lnterest Form, attached hereto as Exhibit C and incorporated herein by
reference, and submitting it to the CITY prior to commencing with the self-dealing
transaction or immediately thereafter.
3. ENTIRE AGREEMENT
This Agreement, Exhibit A (Scope of Services), and Exhibit B (the Fee Schedule), and
Exhibit C (Conflict of Interest Form) constitute the entire Agreement and understanding
between CITY AND CONTRACTOR concerning the subject matter hereof and shall
supersede all prior understanding and agreements written or oral relating to its subject
matter and shall be cumulatively referred to herein as the "Agreement".
///
///
///
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lN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first hereinabove written.
CONTRACTORnø,F
Michael A. Lawler, President
Strategic Markets Group
Heartland Payment Systems, lnc.
570 DeVall Drive, Suite 202
Auburn, AL202
Mailing Address
DATE:
APPROVED AS TO LEGAL FORM
DOUGLAS T. SLOAN
CITY ATTORNEY
Deputy ?-,l Suaç 8f,ÐdF5ü(
ATTEST:
WONNE
0/
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Exh¡b¡t A
Scope of Services
Overview
Heartland has proposed our specialized government solution to the City of Fresno. Our solution includes a
fully hosæd online payment system and a toll-free interactive voice response (IVR) system with robust
online reporting for both payment channels. A leader in Point-of-Sale [POS) payment processing we have
also provided the City with information about our in-person payment solutions where individual
departments or a centralized cashier can accept payments via credit card or debit card and allow the City to
quickly convert paper checks using Check 21 as part of our Virtual Lockbox capabilities.
Our comprehensive payment solutions will enable Fresno constituents to pay fees and any other
obligations either online or by phone Z4-hours a day, seven days a week via credit card, debit card and
electronic check (ACH). Heartland's proposed solutions are
flexible and will enable the City to continue its strong web-focus
and concentration on customer service. Our proposed solutions
are configured to process payments for a user-specified amount
[e.g., "blind payments") or by looking up the amount due from
either a Heartland or City maintained database.
Heartland provides authorized City staff with account access
anytime, anywhere you have Internet access via our robust online
reporting and management tool. Our online management center
provides password-protected access to encrypted data right at
your fingertips with both "at a glance" and fully detailed statement
and report options. The solution proposed by Heartland includes numerous "out-of-the-box" reports as
well as the offer to customize reports as needed to meet the City's needs.
Our online report offerings include daily, weekly and monthly activity reporting transaction summaries,
and chargeback and retrieval activity reports. We will work with each department to ensure that we
provide the business reporting in the format required by the City to effectively manage your processing
needs.
As introduced earlier, Heartland can provide the City with capabilities to accept counter-based payments
[i.e., POS). Using either a card swipe device or check reader with our virtual payment terminal, cashiers
within the City may collect payments via credit card and electronic check payments quickly, easily and
securely.
The solution proposed by Heartland supports the Ci!y's needs from:
./ Robust and redundant systems featuring 24/7 /365 operation
'/ Secure processing of all major payment methods (credit/debit cards and ACH)
Page I of 13-ScopeofServices
Heartlqnd's mission
statement is clear:
Provide fair, honest qnd
fully disclosed payments
solutions and advocate
for our Merchants.
'/ Toll-free (800#) telephone line for all payments, including speech-enabled technologr./ Secure Sockets Layer [SSL) encrypted transactions,/ PCI-DSS Level 1 compliant solution (the highest possible level)
'/ True24/7 /365 customer service with knowledgeable Heartland employees./ Local support staff available for assistance when needed
'/ Online reportingwith complete reconciliation management
r' Processor-direct pricing and retiability
Heartland's success is the result of the combination of a superior long-term customer relationship sales
model and our internally-developed" highly reliable and secure transaction processing platform. Heartland
delivers tailored solutions to major markets to meet the needs of our clients and their customers. Our
industry best Service Centers provide customers with 24-hour support and technical service 365-days per
year. While our company's corporate headquarters is located in Princeton, New ferse¡ Heartland satellite
offices are located in the following cities:
o feffersonville,Indiana(MainServiceCenter)
o North Olmsted, Ohio
o Chattanooga, Tennessee (Service Center)
o Colorado Springs, Colorado
o Plano, Texas
Heartland has a complete commitment to customer service and prides itself on this fact. As an example of
our commitment we opened a state-of-the-arI,270,0O0-square foot service center in Jeffersonville in 2008.
This service center serves as the hub for all client services within Heartland. Here you will find our
merchant relations, settlement, product support, infrastructure, hardware support and hardware
fulfillment teams in one area, This
enables our teams to efficiently
and effectively work together to
ensure that your needs are
addressed quickly, and that our
solutions as always available at the
highest level of quality.
In addition to our centralized
service centers, Heartland also
employs an anny of local service
representatives, including many
within the State of Indiana. These
team members provide on-site
installation and assistance to our
clients when needed. As Heartland employees, our account managers provide onsite technical assistance
for any hardware or software issue that requires "hands-on." This team in the field supports our Z4/7 /Z65
customer service centers.
Poge 2 of l3 - Scope ofServices
Heørtland *rulce Center in lefienonvllle, lndlono
Help Desk Support
The City will be provided with a single toll-free number for all call activity. All Help Desk calls for the City
of Fresno will be answered by our highly trained, specialized Customer Advocates.
Our goal within the Service Center is one call resolution whenever possible. On average, SSo/o of our calls
are resolved during the first call to our service center. The Service Center maintains several tiers of
support to assist our primary Customer Advocate. When a situation cannot be resolved by the agent on the
first call, a streamlined process is followed to make certain the caller's situation is promptly resolved.
The Customer Advocate will work with the appropriate technical resources and the leadership team to
resolve the issue, and will involve your relationship team to ensure consistency of information.
The hosted online payment solution proposed by Heartland meets the highest levels of security and has
been certified to the PCI-DSS Level 1 security standard at the Service Provider Level. Heartland's internal
network is segmented such that all information assets reside behind an internal firewall and are monitored
by a network intrusion detection appliance. Externally, border firewalls protect the network perimeter,
and network intrusion detection appliances monitor all inbound traffic.
At Heartland we know the importance of providing secure solutions to our clients, and we work diligently
to protect all information that is collected, transmitted and stored in our systems. Heartland's Security and
Systems team numbers almost 250 full-time employees, a show of our dedication to data security for all of
our customers-
Our Security and Systems team is led by fohn South, Heartland's Chief Security Officer, who was recently
elected to the Board of Directors of the Financial Services Information Sharing and Analysis Center, the
only industry forum for collaboration on critical security threats facing the financial services sector. South
was also named Information Security Executive of the Year in the ISE@ Central Awards and one of
Computerworld's Premier 100 IT Leaders for 2012.
Validated Vendor Search - PU Website
Heartland is compliant with all city, state and federal laws regarding the security of data during electronic
payment transaction processing.
As evidence of our commitmentto data security, Heartland created E3*, an end-to-end encryption solution
designed to provide the safesttransactions in the industry. With E3, encryption begins the moment of card
swipe or key entry and continues throughout the Heartland network. This means that neither the City's
employees nor its systems are in direct contact with sensitive cardholder information, which reduces your
compliance requirements under PCI.
Heartland's E3 solution provides protection throughout all four zones of the card processing ecosystem:
7. From data entry/card read at a business location to the payments processor's authorized networþ
2. From entry to that network and throughout the entire processor/sub-contractor network where
data is in motion;
Poge 3 of l3 - Scope ofServices
While the data resides in a central processing unit [CPU) or a host security module (HSM). An HSM
is a specialized server that locks down information;
In storage where data is at rest.
Any encryption solution that does not start at the card swipe or key entry and includes all of these four
zones is not end-to-end; it is "point-to-point." Point-to-point solutions protect data at certain points in the
lifecycle ofa transaction flow - and expose them at others.
As shown in the following table, Heartland's proposed payment solutions enable Fresno constituents to
make payments via all major credit cards debit cards and electronic checks/ACH.
In addition, through Heartland's extensive point-of-sale capabilities, the City will have the option to collect
in-person payments through all of the above methods as well as cash and traditional hand-written checks.
Heartland's proposed payment solutions have the capability to accept non-validated payments (commonly
referred to as "blind payments"). Personal income or sales tax payments commonly use this approach. In
this scenario, Fresno constituents are asked to enter that amount into the system without any amount look-
up functionality. Controls around the amount of acceptable payment and required information are set and
controlled by the system administrator.
The proposed web application from Heartland is designed to offer multiple data integration options
including matched payments, payments tied to live data and payment validation based on a fìle transfer. To
meet the needs of all departments within the City of, Fresno and the Finance Department the type of data
integration used can be determined at the department level.
Our solution can be configured to operate in the same manner used by the Utilities, Billing & Collections
today for utility payments. In this scenario, a rate payer uses the account number look-up capabilities on
the City website by entering an account number. Once the account is located, the bill information is passed
to current payment vendor and the rate payer is redirected to the vendor's site to complete the payment.
Using this approach, the City's application determines the fees to be collected before transferring the user
to a secure, PCl-compliant payment portal. Once there, the payment is captured, authorized and processed
in real-time before returning control back to the City's application.
The identifiers that customers are required to enter for blind payments are completely customizable to
meet the City's needs. In many cases we have found that the Account Number and owner's last name are
used to identiff the bill , though any identifiers may be selected. The solution allows for multiple custom
identifiers and discretionary fi elds of information.
Customer Receipt shall have the following details: Cigr name, Division name, Facility code/roll Date
and time of service
o Description of seruice
¡ Descriptionoftotalfees
o Description of paymentfipe
aJ
4.
Poge 4 of 13 - Scope ofServices
o Unique identification number (Collection #)
. Confrrmation number
. Paymenttype (credit/debitcardore-check)
As shown in the following screen capture from our proposed cashiering solution, all of the data required by
the City can be included on the customer's receipt. The exact elements presented on the receipt can be
configured by the City.
All transactions processed through Heartland's Internet or POS solutions will automatically generate a
receipt that can be printed. If a valid customer email address is available, then an electronic copy of the
receipt can also be emailed.
For IVR transactions, customers will be asked to record the transaction ID as proof of the payment.
Authorized City personnel will have the ability to void transactions and/or issue complete or paftial
refunds to customers through the Heartland Cashiering Application. After completing a search by date,
transaction ID, customer last name or other identifier, City personnel can quickly locate the desired
transaction and clickthe "Void/Refund" button in the bottom right-hand corner.
As required by the City, when a void or refund is processed through Heartland's system, a new Transaction
ID is issued and linked to the original payment's Transaction ID.
T?ansaction Receipt from Heartland Cashier
Only specifìc Supervisors/Managers or other designated City personnel with proper administrative rights
will be able to click the 'Void/Refund" button. These role-based functions can be configured by the City at
the time of implementation, and only users with full access rights will be able add, edit and delete users.
Through Heartland's secure online reporting system, City personnel will have the ability to view daily,
weekly and monthly reports, including a summary of any chargebacks.
Heartland provides all of the payment offerings desired by the City, including secure Internet, IVR and POS
systems. We have provided an overview of each solution in the following paragraphs.
Internet
We believe Heartland's fully hosted online payment portal fits the needs of the City of Fresno and its
various departments. Our web-based solution can be configured to collect any bill type desired by the City.
Because our Internet solution was designed to be flexible to meet varying needs of government agencies of
all sizes, Heartland is able to offer multiple data integration options including matched payments, payments
tied to live data and payment validation based on a file transfer. To meet the needs of all departments
within the City of Fresno, the type of data integration used can be determined at the department level.
A typical payment portal set-up includes a direct link from the Departrnent website that directs customers
to the designated payment page where they will be asked to provide certain identi$ring information fsuch
as the account number or invoice number, name, etc.) as well as the desired payment amount. Should a
Poge 5 of l3 - Scope ofServices
more integrated solution be desired, Heartland will endeavor to integrate seamlessly with any existing
balance look-up functionality available through the City website today.
IVR
Heartland offers its clients a fully functioning IVR system that features different levels of integration,
similar to our Internet payment offerings. All of our IVR systems are hosted entirely by Heartland and
provide another convenient payment option to the City's constituents.
Heartland's IVR solution is state-of-the-art and uses the latest best practices and technologies. Heartland
incorporated best practices and years of expert knowledge into our latest generation of telephone
payments. While our solution can be setup as either Touch Tone (DTMF-entry) or speech-enabled, the
user's experience is always pleasant as the application flows intuitively for both the first-time and expert
user, whether the caller speaks English or Spanish.
A typical IVR configuration is patterned after the "blind" Internet transaction process where users call the
City's designated user number and enter the necessary information to make a payment, including the
amount they would like to pay. Should a City department desire a higher level of integration, then
Heartland's IVR can provide the user with his or her current balance due based on a file provided by the
City department.
In all instances, Heartland will provide the City with a dedicated toll-free telephone number for any
payments. This number will not be shared with other clients or require the caller to indicate that they are
calling the City of Fresno. Rathet the IVR application will provide a City-specific welcome message and
other messaging as a part of the telephone application.
In-Office Payments
As one of the countr¡r's premier providers of in-person payment solutions to government agencies of all
sizes, Heartland can provide the City with our web-based cashiering module as well as standard USB card
readers.
Heartland offers solutions that address all compliance and security demands, while solving issues of
performance, ease-of-use and desired outcomes. Using our payment terminals or PIN-pads, City staff will
be able to quickly and easily process payments by simply swiping a debit or credit card through the device.
As you know, accepting payments in-person requires the City to maintain Payment Card Industry Data
Security Standards, also known as PCI-DSS [or PCI). With Heartland's E3* terminals and readers your
overall compliance and liability under PCI is reduced as the City will not have exposure to cards swiped at
the counter.
Heartland has two (2) options to meet the in-person payment needs of Fresno:
1. Cashiering Application - With our Internet-based Cashiering Application, authorized
City staff will have access to a secure web-based payment terminal for accepting
payments, enabling Fresno to save gfeatly on hardware costs as only a secure wedge card
reader will be used to capture credit and debit card information. Since the card reader is
Poge 6 of l3 - Scope ofServices
secured using Heartland's industry first and proprietary E3'" (end-to-end encryption)
technolory, your computers will not have access to the card information and will be fully
compliant with PCI requirements. Using this approach, a payment receipt is generated
through the cashiering application and may be printed using either a receipt printer or
existing laser/ink jet printer. A copy of the receipt may also be emailed.
2. E3n Card Terminal - For a more traditional approach,
Heartland also offers credit card terminals that feature built-
in receipt printers plus the added security and protection of
E3 technolory fdescribed in option #1). With this approach, a
receipt is automatically generated and printed by the
terminal upon approval since each unit is equipped with a
receipt printer that accept industry-standard receipt paper.
This feature, combined with the E3 Terminal's sleek design,
will help conserve valuable counter space.
Also, by providing each City Department with a separate Merchant ID, we
will have the capability to send funds directly to separate bank accounts.
Heartland will provide the City with access to a secure online reporting database where transaction reports
can be configured and viewed.
Heartland's internal network is segmented such that all information assets reside behind an internal
firewall and are monitored by a network intrusion detection appliance. Externally, border fìrewalls protect
the network perimeter, and network intrusion detection appliances monitor all inbound traffic.
The application architecture is secured behind multiple fìrewall and intrusion detection layers. The first
layer is composed of redundant firewalls that provide Internet protection. The second layer of firewall
protection is provided by redundant firewalls that segment the internal Heartland network from the
production servers that contain customer information. Two different firewall brands are used because
using a single manufacturer could lead to exposure to zero-day firewall exploits.
End of Day reports, configurable by cashiering station, are available through Heartland's online reporting
system. Access to Heartland's online reports is based on assigned user credentials, and the City will have
the ability to configure each cashier's level of access as desired.
City employees who are given the proper credentials will have access to the End of Day report through the
online reporting portal. As shown in the following screen capture, the report can be filtered by Cashier so
that one or more (or all) City Cashiers are represented. For the convenience of the City, this repoft can be
run for up to five days before the current date.
Also, by using the "Report Scheduling" options available, users can configure any standard report to be
automatically run and delivered via email.
As mentioned previously, the City will have access to all of its payment data through our secure online
reporting database where transaction reports can be configured, viewed and exported. Our reporting
Poge 7 of 13 - ScoPe ofServices
engine is designed to be flexible so that City personnel can quickly and easily view any transaction
information needed.
Once an authorized employee logs into the system, he or she selects the desired report and then uses the
built-in date selector to create the report's start date and end date. This functionality enables City
personnel to view transactions for the desired amount of time.
Heartland's online reporting database offers the flexibility for the user to select the desired timeframe for
any report. Thus, all transaction data can be viewed by da¡ week month or even yearly. All reports include
at least transaction date, payment type, transaction t¡rye, record count and a report total that is based on
the dates selected (i.e., a report created for September. 1-30 would include each day's total transaction
amount as well as a report total that would reflect the entire month's processing total).
All reports run through Heartland's online reporting portal will include a report total for the time period
specified.
Heartland's online reporting solution includes access to all of the desired standard reports described
below:
When authorized City personnel login to our reporting database, the welcome screen shows all of the
available standard repofts.
a) Transaction/Payment TJtpe Report - This report ís capable of recapping all transactions by either the transaction type, and
or the payment type.
b) Summary of Payments Report - This report lists the total number of payments and amount received for each payment and
service t1tpe,
c) Payment Void Report - This report lists all payment transactions voided on a given day, including receipt number, cashier,
explanation, and supelisor identification.
d) Reports shouldbe exportable to an archival file type such as.pdfor.csv.
To run one of the available reports, City personnel simply click on the desired Report Name from the list,
which then opens the Report Parameters page where more information can be defined, such as the report
date range, transaction time, cashierfs), etc.
Once all report parameters have been selecte{ the user simply clicks the "Submit" button in the bottom
left-hand part ofthe screen.
An added benefit of Heartland's reporting system is the capability for users to schedule reports to
automatically run on a daily, weekly or monthly basis. Using the "Report Scheduling" tab found in our
online reporting portal, users select the report they would like to configure by clicking on its name.
On the "Schedule Report Parameters" page, users configure the report schedule by selecting from the drop-
down menus. As part of the scheduling process, users can enter one or more email addresses to which the
Poge I of I3 - Scope ofServices
report will be sent (delivery to an FTP site is also available). The fìle format can also be selected (PDF,
Excel, CSV, HTML).
As requested by the City, Heartland offers a T3 (Train-The-Trainer) training format to train your staff on
the paymen! reporting and research applications. Since our solutions are designed to be intuitive and easy
to use and learn, once our quick and easy training is complete your staff will be rehearsed and ready to do
their jobs with ease and efficiency. Heartland will provide training either onsite or via online meeting to
ensure that City personnel are able to properly operate all equipment and understand how our proposed
solutions operate. Training involves hands on participation throughout the learning process.
There is no cost associated with our proposed training.
Heartland does not foresee any issues with meeting the City's deadline for expediting the credit card
processing piece of the installation [120 days after contract signing) and production (120 days after
installation).
Heartland will assign a project team that will be responsible for the overall success of the project and for
ensuring that the City's needs are met on a daily basis.
The dedicated Fresno team will be led by a project manager who has experience with the needs of large
government agencies. In addition, various other team members, such as developers, customer service
personnel, network and infrastructure support will work with the City throughout the project as
appropriate. As an escalation path, the project will be internally operated under the oversight of an
executive level member of Heartland.
A typical implementation involves the following:
Establish communications plans between the Heartland
project team and the City
Final scoping and review of project requirements,
scope, goals and deliverables
Definition of the integration methodfs) to be
employed
r Selection of various presentation level requirements,
such as messaging, look-and-feel, account validation and
authentication options
o Selection of interfaces and potentially the custom elements
The remainder of the implementation plan will be developed during the planning stages and will proceed
on a mutually agreed upon schedule.
Heartland uses a comprehensive data collection tool during the implementation process that documents all
client choices for each interface, payment method, web service and file format selected. Our
Poge 9 of l3 - Scope ofServices
implementation team will guide the City through all options and make recommendations based on the
client's business objectives, compliance requirements and systems.
Most customization options are represented as variables in the Heartland solution, meaning no coding is
required. Therefore, in Heartland's experience with standard implementations, more time is spent on
evaluation and selection of options than in the actual implementation process.
Should the City require custom programming or new functionality as part of the implementation process,
Heartland will work with Fresno staff to create a Statement of Work [SOVÐ, which captures the business
requirements for any new development Once the SOW is finalized and all parties sign off, we will estimate
the level of effort involved and provide time and cost estimates if appropriate and as applicable.
As required by the City, Heartland will provide its fully hosted Internet payment site, a toll-free IVR system
and in-office payment options.
In addition to the solutions already described Heartland , believes the following Heartland product would
be a useful addition to the City's payments program and can be further investigated by the City at a later
date. It is not included in this Scope of Services.
Mobuyle'"
Mobuyleis a mobile payment solution developed by Heartland that enables billers to turn smartphones,
tablets and other mobile devices into portable POS card processors. This cutting-edge technolory can be
extremely useful during Disaster Recovery, times when hardwire connectivity is down or when off-site
transactions are desired.
Mobuyle has a native application with an encrypting reader for Android and Apple, serving any merchant
securely and conveniently. All transaction data is encrypted and passed to Heartland, so card data is never
stored on the mobile device. Heartland processes payments directly, eliminating the need for middlemen,
outside gateways or third party providers.
Mobuyle's functionality also allows billers to store and forward feature allows users to stay in operation by
accepting payments when in areas without connectivity or cell phone service. Added functionality includes
the ability to print receipts using an optional, portable Bluetooth printer.
As mentioned previously, City staff will have the ability to configure scheduled reports, including the option
to provide email addresses for intended recipients. Scheduled reports can also be sent to an FTP site, if
available.
HARDWARE
The proposed solutions from Heartland do not require the use of any hardware. We offer optional card PIN
pads to assist with collecting in-office payments, but these devices are not required for our solutions to
function properly. We provided hardware and lease pricing.
There are no software or yearly maintenance costs associated with Heartland's proposed payment systems.
Poge l0 of 13 - Scope ofServices
DATABASE
Because the proposed solutions from Heartland are fully hosted on our secure network the City is not
required to have a database on its premises.
IMPTEMENTATION TIME REqUIRED
Heartland will work with the City to meet the requested deadlines with respect to the credit card
processing:
¡ Installation within 120 days of signed contract date.
. Ready for "go-live" within 120 days of installation date.
All other desired processing will be scheduled as part of the planning phase.
SUPPORT
Support Hours (Pacific Time, Standard and Daylight Savingsf : Location(s)
c Standardworkhours (7:00 a.m. to 6:00 p.m., Monday through Friday, exceptfor City holidays).
¡ Off-Hours - Only ifprojectis scheduled (database upgrade, application upgradq etc).
As mentioned previousl¡ the City of Fresno will have
24/7 /365 support through Heartland's Service Centers
located in feffersonville, Indiana and Chattanooga,
Tennessee.
The new, state-of-the-art service center in feffersonville
opened in 2008 (at right) and serves as the hub for all client
services within Heartland. Here you will find our merchant
relations, settlement, product support, infrastructure,
hardware support, and hardware fulfillment teams in one
area. This enables our teams to efficiently and effectively
work together to ensure that your needs are addressed quickly, and that our solutions are always available
at the highest level of quality.
In addition to our centralized service centers, Heartland also employs an army of local service
representatives, including many within the Fresno area. These team members provide on-site installation
and assistance to our clients when needed. As Heartland employees, our account managers provide onsite
technical assistance for any hardware or softu¡are issue that requires "hands-on." This team in the fìeld
supports our 24/7 /365 customer seruice centers.
The City will be provided with a single toll-free number for all call activity. All Help Desk calls for Fresno
will be answered by our highly trained, specialized Customer Advocates, who are trained extensively to
provide first-call resolution. Currently about 85%o of calls to the Service Centers are handled within the first
call. a situation cannot be resolved by the agent on the first call a streamlined process is followed to make
Poge I I of 13 -Scope ofServices
certain the caller's situation is promptly resolved. All Heartland customer service is handled by Heartland
employees who are located in the United States.
In the event of a failing terminal or other hardware, the Service Center is able to dispatch service
technicians and equipment to your location. For hosted solutions, Service center personnel have access to
the operational team that manages and maintains our 24/7 hosted operations center. No matter the issue,
the Heartland Service Center has the staffing and capabilities to support every need.
Response to Problems:
o Critical fcauses users to stop working) - A telephone response within 4 hours from when problem is reported.
o Non-Critical - require response withiLgne_bUSlnpSSnSyfrom when problem is reported.
Heartland acknowledges the City's issue response times and will comply. Through our Heartland Services
Centers (described previously) that operate 24/7,we will provide prompt notification of any critical issues
related to the City's processing solutions.
Heartland will provide the City with system updates, upgrades and patches at no cost as long as our
solutions are in use. System upgrades and new features are pushed to clients as they become available, but
typically at least once per quarter. Major system upgrades are usually released once per year.
Poge 12 of 13 - Scope ofServ¡ces
Exh¡b¡t B
Fee Schedule
l. Charges to City Constituents/Users
Standard Convenience Fee Pricing Model.
1. For Palrments Heartland will charge a convenience fee based on the paymenttype:
a) For credit & debit cards a convenience fee of 2.25o/o per transaction in addition to the amount
paid for completed transactions made in-person, online or via IVR. (Example: A customer
payrng a bill of $1,000.00 would incur a total cost of $1,000.00 X2.25o/o = $1,022.50.)
b) For E-checks a convenience fee of $1.50 in addition to the amount paid for completed
transactions made via IVR or online. (Example: A customer payrng a bill of $1,000.00 would
incur a total cost of $1,000.00 + $1.50 = $1,001.50.)
Convenience Fee Summary Table: Tax Payments
Pavment Channel Pavment Method Convenience Fee Assessed
lnternet, lVR, ln-Person Credit / Debit Cards
(Visa, MasterCard, Discover,
American Express)
2.25% per transaction
lnternet, IVR E-Checks St.SO per transaction
ACH To be evaluated and negotiated at a later time via a contrâct
amendment.
II. Hardware Costs (Optional)
o E3 Pin Pads (per Station): $245.00 each
Poge l3 of 13 - Fee Schedule
Exhibit C
DISCLOSURE OF CONFLICT OF INTEREST
Aoreement
Heartland Payment Systems
YES*NO
1 Are you currently in litigation with the City of Fresno or any of its
agents?
n
2 Do you represent any firm, organization or person who is in
litigation with the City of Fresno?
!
3 Do you currently represent or perform work for any clients who do
business with the City of Fresno?
n
4 Are you or any of your principals, managers or professionals,
owners or investors in a business which does business with the
City of Fresno, or in a business which is in litigation with the City of
Fresno?
u
5 Are you or any of your principals, managers or professionals,
related by blood or maniage to any City of Fresno employee who
has any significant role in the subject matter of this service?n
6 Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
this Project?
¡
* lf the answer to any question is yes, please explain in full below.
Signature
Explanation:
¡ Additional page(s) attached.
Michael A. Lawler, President
(name)
Strategic Markets Group
Heartland Payment Systems, lnc
(company)
570 DeVall Drive, Suite 202
Auburn, Alabama 36832
(address)