Finance Committee
March 20, 2023

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE / COUNCIL WORKSHOP
Room 2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, March 20, 2023 at 4:00 PM
Roll Call: David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

THIS MEETING WILL BE PHYSICALLY OPEN TO THE PUBLIC AND BY ZOOM

VIDEO CONFERENCING AND TELEPHONE
Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below and the meeting is physically open to the public.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also participate in the meeting as indicated below.
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PARTICIPATING IN CITY COUNCIL COMMITTEE MEETINGS
As a courtesy, the City of Modesto is providing alternatives to view Council Committee meetings and provide public comments. If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
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 Enter the following link into an Internet Browser
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 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326
Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
 City staff will unmute your microphone when it is your turn to provide - 2 -
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public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.

USING A REGULAR PHONE (not using a computer or smart phone APP):
 Dial *9 (star 9), this will notify City staff that you have “raised your hand” for public comment.
 City staff will unmute your microphone when it is your turn to provide public comment.
 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.  If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.

Additional Zoom resources/support
Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
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Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue.

PUBLIC COMMENTS
Please refer to special public comment instructions above.

Three-minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, - 3 -
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the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

Any and all of the following agenda items are subject to action by the Modesto City Council.

This Agenda is on file at the Modesto-Stanislaus Library Reference Room, 1500 I Street, Modesto, in the City Clerk’s Office, Sixth Floor, 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.

Consent

1. Consider approving an Agreement with Elavon, Inc., Atlanta, GA for Merchant Services for a total amount not to exceed $1,135,720 and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion approving an Agreement with Elavon, Inc., Atlanta, GA. for Merchant Services for a four-year Agreement with two (2) two-year extension options, for a total amount not to exceed $1,135,720; and forwarding to Council for approval.

FINANCE DEPARTMENT; Gina Brown, 209-577-5381, [email protected] Consent

2. Consider the Renewal of the City’s Microsoft “Enterprise Agreement” (MSEA) by utilizing the California Department of Technology Cooperative Agreement and Riverside County Cooperative Agreement, with Crayon Software Experts, LLC of Dallas, TX, for an annual estimated cost of $881,131 and a total amount not to exceed $2,640,392 over thirty-five months and forwarding to Council for approval. (Funding Source: Information Technology Fund)
 Motion authorizing the Renewal of the City’s Microsoft “Enterprise Agreement” (MSEA) by utilizing the California Department of Technology Cooperative Agreement and Riverside County Cooperative Agreement, with - 4 -
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Crayon Software Experts, LLC of Dallas, TX, for an annual estimated cost of $881,131 and a total amount not to exceed $2,640,392 over thirty-five months and forwarding to Council for approval.

IT; Kevin Harless, 209-571-5593, [email protected] Consent

3. Consider approving the submission of the City’s Local Transportation Funds Fiscal Year 2022-2023 Claim for Non-Motorized and Other Purposes (bike lanes and pedestrian pathways) in the amount of $297,316 to the Stanislaus Council of Governments (StanCOG) and amending the Fiscal Year 2022-2023 Capital Improvement Program Budget to fund project 100813 – Virginia Corridor Phase VII in an amount not to exceed $666,382 and forwarding to Council for approval (Funding Source: Local Transportation Funds)
 Motion approving the submission of the City’s Local Transportation Funds Fiscal Year 2022-2023 Claim for Non-Motorized and Other Purposes (bike lanes and pedestrian pathways) in the amount of $297,316 to the Stanislaus Council of Governments (StanCOG) and amending the Fiscal Year 2022-2023 Capital Improvement Program Budget to fund project 100813 – Virginia Corridor Phase VII in an amount not to exceed $666,382 and forwarding to Council for approval.

PRN; Nathan Houx, 209-571-5526, [email protected]
Consent

4. Consider approving a list of projects to be funded with Road Repair and Accountability Act Tax Proceeds for Fiscal Year 2023-2024 and forwarding to Council for approval. (Funding Source: Senate Bill 1 Funds)
 Motion approving the project list to be funded with Road Repair and Accountability Act Tax Proceeds in an amount up to $5,834,851 and forwarding to Council for approval.

PUBLIC WORKS; John Sphar, 209-342-2235, [email protected] Consent

5. Consider authorizing the submittal of application(s) to CalRecyle for the Organics Grant, and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion authorizing the submittal of application(s) to the CalRecycle Organics Grant Program, and authorizing the City Manager, or his designee, to sign Grant Applications and related forms, and forwarding to Council for approval.

PUBLIC WORKS; Rosene Salmo, 209-577-5453, [email protected] Consent

6. Consider authorizing the submittal of application(s) to the Environmental Protection Agency for the Climate Pollution Reduction Grant and forwarding to Council for approval. (Funding Source: Not Applicable)
 Motion authorizing the submittal of application(s) to the Environmental Protection Agency Climate Pollution Reduction Grant Program, and - 5 -
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authorizing the City Manager, or his designee, to sign Grant Applications and related forms, and forwarding to Council for approval.

PUBLIC WORKS; Rosene Salmo, 209-577-5453, [email protected]

NEW BUSINESS

7. Consider approving a three-year Standby Certificate Purchase Agreement (SCPA) with BMO Harris Bank N.A. (formerly Bank of the West) supporting the Water Refunding Revenue Certificates of Participation, Series 2008A (Water Bonds) authorizing certain other related actions to substitute the Agreement for the existing Letter of Credit (LOC) and forwarding to Council for approval. (Funding Source: Water Fund)  Motion approving a three-year Standby Certificate Purchase Agreement with BMO Harris Bank N.A. (formerly Bank of the West) supporting the Water Refunding Revenue Certificates of Participation, Series 2008A (Water Bonds) authorizing certain other related actions to complete substitution of the Agreement for the existing Letter of Credit and forwarding to Council for approval.

FINANCE DEPARTMENT; DeAnna Christensen, 209-577-5387,
[email protected]

8. Consider approving a three-year extension of the irrevocable direct pay Letter of Credit (LOC) with BMO Harris Bank N.A. (formerly Bank of the West) supporting the Lease Revenue Bonds, Series 2008 (Bonds) authorizing the distribution of a Supplemental Official Statement, and authorizing certain other related actions to complete the threeyear extension to the Lease Revenue Bonds LOC and forwarding to Council for approval. (Funding Source: General Fund, Redevelopment Successor Agency and Various Funds)
 Motion approving a three-year extension of the irrevocable direct pay Letter of Credit (LOC with BMO Harris Bank N.A. (formerly Bank of the West) supporting the Lease Revenue Bonds, Series 2008 (Bonds) authorizing the distribution of a Supplemental Official Statement, and authorizing certain other related actions to complete the three-year extension to the Lease Revenue Bonds LOC and forwarding to Council for approval.

FINANCE DEPARTMENT; DeAnna Christensen, 209-577-5387,
[email protected]

9. Consider accepting the informational Fiscal Year 2022-23 General Fund Mid-Year Update Report and forwarding the report and recommended adjustments to the major General Fund revenues and expenditures to Council for acceptance and approval. (Funding Source: General Fund)
 Motion accepting the informational Fiscal Year 2022-23 General Fund MidYear Update Report and forwarding the report and recommended adjustments to the major General Fund revenues and expenditures to Council for acceptance and approval.

BUDGET; Steve Christensen, 209-577-5390, [email protected] - 6 -
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ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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3/20/2023

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 20, 2023
Date: February 28, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Elavon, Inc., Cooperative Agreement
CONTACT: Gina Brown, Revenue & Collections Compliance Manager, [email protected], 209-577-5381
DESCRIPTION:

Consider approving an Agreement with Elavon, Inc., Atlanta, GA for Merchant Services for a total amount not to exceed $1,135,720 and forwarding to Council for approval. (Funding Source:

Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The City uses a merchant services provider to manage the processing of electronic payment transactions for debit card, credit card, and e-check payments. The City of Modesto currently utilizes merchant service provider Elavon, Inc., to process credit and debit card payments for various services and purchases, such as, utilities, building permits, parking citations, taxes, parking passes and Parks and Recreation classes.

On April 28, 2015, by Resolution No. 2015-126, Council approved a two (2) year agreement with three (3) one (1) year extensions for a total five (5) year cost of $1,984,255 for the procurement of merchant services by “accessing the terms” of a competitively bid, State of California, Department of General Services (DGS) Merchant Service Agreement (MSA) with Elavon, Inc., Atlanta, GA for all debit and credit card payments. By utilizing the cooperative agreement on the State contract, the City is able to reduce the cost of merchant services by benefitting from a reduced rate based on volume.
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Finance Committee, March 20, 2023
Elavon, Inc., Cooperative Agreement

On April 23, 2019, by Resolution No. 2019-184, Council approved the first amendment to the State of California, Department of General Services (DSG) Merchant Service Agreement (MSA) with Elavon, Inc., Atlanta, GA to increase the agreement amount by $340,792 from $1,984,255 to a new total amount of $2,325,047 over a two (2) year extension.

On April 27, 2021, by Resolution No. 2021-157, Council approved the second amendment to the State of California, Department of General Services (DSG) Merchant Services Agreement (MSA) with Elavon, Inc., Atlanta, GA to increase the agreement amount by $189,863 from $2,325,047 to a new total amount of $2,514,910 over a one (1) year extension.

On March 29, 2022, City Manager approved the third amendment to the State of California, Department of General Services (DSG) Merchant Services Agreement (MSA) with Elavon, Inc., Atlanta, GA to extend the agreement by one (1) year, with the new term date of May 31, 2023.

The agreement amount was not increased due to sufficient funds.

The City of Modesto continues to have a need for a payment gateway for merchant services for credit card, debit card, and e-check payments such as parking, taxes, permits, event rentals, and utility walk-in payments.

DISCUSSION:

On July 24, 2019, the State of California, Department of General Service (DGS), issued an Invitation to Negotiate (ITN) Notice to Prospective Proposers ITN number 5199922. The purpose of the ITN number 5199922 was to solicit proposals from electronic payment processors to enable State government and local governmental agencies to accept payment by means of credit and debit cards or other payment methods under a statewide contracting vehicle ‘The Electronic Payment and Credit Card Acceptance (EPay) Master Service Agreement (MSA)’.

The State received seven (7) proposals in response to ITN number 5199922. The proposals were evaluated for various criteria including Equipment and Service, Security, Customer Service, and Pricing. Elavon, Inc., was awarded the proposal.

On May 25, 2022, the State of California, Department of General Service (DGS) executed a new Merchant Service Agreement (MSA) with Elavon, Inc. The term of the new agreement has an expiration date of June 1, 2027, with the option of two (2) two (2) year extensions. The City of Modesto will exercise the use of the favorable terms of the new agreement for the duration of this term through May 31, 2027, with the option of two (2) two (2) year extensions by executing a new cooperative agreement with Elavon, Inc.

Elavon, Inc., has effectively met the City’s merchant service needs by providing consistent satisfactory service and fair pricing. To continue to benefit from the volume pricing and to continue receiving the merchant services currently being provided by Elavon, Inc., the City will utilize the cooperative Agreement and “access the terms” of the competitively bid of the State of California, Department of General Services (DGS) Merchant Service Agreement (MSA) with Elavon, Inc.

The new MSA between the State of California and Elavon, Inc., excluded the Credit and Debit Card Processing Services provided by ACI Payments, Inc., from the agreement. The City of Modesto Business License Software (HdL Prime) interfaces with ACI Payments Inc., to process #1..
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Finance Committee, March 20, 2023
Elavon, Inc., Cooperative Agreement

online Business License Tax, Transient Occupancy Tax, and Mill Tax payments. The City will need to enter into an agreement with ACI Payments, Inc., to ensure services are not interrupted to City of Modesto business owners who remit their tax payment online.

Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(d) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

The purchase of merchant services, by “accessing the terms” of the State of California, Department of General Services contract with Elavon, Inc., Atlanta, GA will conform to MMC Section 8-3.204(d).

FISCAL IMPACT:

Factoring in a 10% increase in continued usage the estimated new agreement and total costs shall not exceed $1,135,720 from June 1, 2023, through May 31, 2031. The estimate is accounting for a $5.00 chargeback fee for any returned payments and for future replacement of credit card terminals within the eight (8) year period.

These expenses are offset by the interest earned on the City’s investment portfolio for the City for the specific service areas.

Below is a five (5) year history of the spending activity under the current Agreement.

Fiscal Year
(FY)
FY 18/19 FY 19/20 FY 20/21 FY 21/22 FY 22/23
YTD*
Expenditures $481,947 $204,362 $162,293 $63,027 $26,392 *Through 12/31/22.

Below are the eight (8) year estimate costs.

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 $101,150 $110,710 $121,190 $132,700 $145,320 $159,180 $174,390 $191,080 RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving an Agreement with Elavon, Inc., Atlanta, GA. for Merchant Services for a four-year Agreement with two (2) two-year extension options, for a total amount not to exceed $1,135,720; and forwarding to Council for approval.

Approved by:

DeAnna Christensen, Director of Finance
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Finance Committee, March 20, 2023
Elavon, Inc., Cooperative Agreement

Joseph P. Lopez, City Manager
Attachments:

1. Standard Agreement

2. Agreement Exhibits

3. Local Authorized User Addendum

4. Master Service Agreement User Instructions
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7760-522702201 #1..
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5/27/2022
7760-522702201
JUN 1 2022
ALW:LAG:skb
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit A: Scope of Work
The Department of General Services (DGS), Procurement Division (PD), hereinafter referred to as the “State” or “DGS-PD” is establishing master agreements with multiple providers of Electronic Payment Acceptance Services for State Agencies and Local Users (defined as any city and/or county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds), hereinafter collectively referred to as “Authorized Users”. Authorized Users may contract with any master agreement provider.

1. SCOPE
a. The State and Elavon, Inc. (hereinafter referred to as the “Contractor”), hereby agree that the Contractor will provide Electronic Payment Acceptance Services to Authorized Users in accordance with the terms and conditions of this Master Service Agreement (“MSA” or “Agreement”).
b. Prior to rendering services, Authorized Users and Contractor must execute a separate Subsidiary Agreement that incorporates all of the terms of this MSA by reference and may contain additional specific terms and conditions, none of which may alter, rescind, or be in conflict with the terms and conditions of this MSA (per Exhibit A, Section 14). c. Contractor agrees to honor all Subsidiary Agreements made prior to MSA expiration or termination at the same rates, terms and conditions.
d. All Subsidiary Agreements issued against this MSA must be fulfilled/completed in their entirety within twelve (12) months following the MSA end date. e. The State, during the term of this MSA, may negotiate additional agreements, categories and/or services.

2. AGREEMENT TERM
The term of this MSA is for a five (5) year period. DGS reserves the right to extend this Agreement for two additional two (2) year periods, with a maximum cumulative term of nine (9) years. The start and end date will be noted on the attached Std. 213 Standard Agreement (the “Effective” term).

3. CONTRACT ADMINISTRATORS
The State and MSA Contractor have assigned Contract Administrators as single points of contact for all inquiries, contract related issues and for problem resolution. The Contract Administrators and their contact information will be listed in the subsequent MSA User Instructions issued after award. Should a Contract Administrator change, each party will notify the other in writing no later than ten (10) business days after the date of such change, without amendment to this agreement.
a. Contractor must provide the name, address, telephone number, and e-mail address of the individual directly responsible for managing this Agreement on behalf of the Contractor to the State’s designated Contract Administrator. b. Contractor must provide the State with at least one (1) replacement candidate that will meet or exceed the experience and skill level of the Contract Administrator being replaced.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

i) The State shall not compensate the Contractor for any time or effort required to prepare the new Contract Administrator for work on the project. ii) The State may request that Contractor replace an assigned Contract Administrator at any time. The Contractor will use its best efforts to provide a replacement candidate that meets or exceeds the experience and skill level of the Contract Administrator being replaced within a time frame mutually agreed upon by the Contractor and the State.

4. GENERAL OVERVIEW OF SERVICES
Contractor shall provide electronic payment acceptance and processing services in the following categories:
a. Credit and Debit Card Processing (Category 1)

5. MINIMUM SERVICE LEVEL AGREEMENTS
Contractor shall provide electronic payment acceptance and processing services as follows:
a. General Service Level Agreements (All Categories)
Contractor will:
i) Allow for batch processing of transactions. Initiate funding for Credit, Debit, and PIN-Based Card transactions as follows:

Transaction Day Initiate Funding to Authorized User’s
Account Via ACH1/
Monday Tuesday
Tuesday Wednesday
Wednesday Thursday
Thursday Friday
Friday Monday
Saturday Monday
Sunday Monday
1/ Includes Contractor’s authorization to send funds from Contractor’s bank to Authorized User’s bank account.
ii) Contractor shall settle in gross daily and process chargebacks and adjustments by invoicing the Authorized User.
iii) Provide to each Authorized User access to detailed statements and online reporting tools that provide sufficient information for each Authorized User to reconcile deposits and adjustments made to the Authorized User’s designated bank account(s).
iv) Provide customer support twenty-four (24) hours per day, three hundred sixty-five (365) days per year.
v) Maintain industry standard data privacy controls sufficient to meet the requirements of the applicable security standards and California State Privacy statutes and #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

regulations (defined in Exhibit A, Section 17). Contractor is fully responsible for all administrative and financial obligations that arise from any security breach caused by the Contractor.
vi) Provide Gateway services or equivalent.
vii) Annually, make Contractor’s SSAE 18 SOC1 Type II information available for review on Contractor’s premises upon Authorized User’s thirty (30) days written notice. Authorized User’s review shall take place during Contractor’s normal business hours upon the signing of Contractor’s confidentiality agreement.

Authorized User’s review does not include copying of such documents. viii)Upon request by the Authorized User, assign to Authorized User one or more identification numbers or passwords for Authorized User’s use in obtaining the Card Services. Once such identification number(s) or password(s) have been delivered to Authorized Agency by Contractor, the use and confidentiality of such numbers and/or passwords shall be the sole responsibility of Authorized User. b. Credit and Debit Card Processing (Service Category 1) Contractor will:
i) Process for the Authorized User: MasterCard, Visa, American Express, Discover, Debit Cards, and Purchasing Cards in accordance with the operating rules of each of the named associations and under applicable law. Including but not limited to:

1. Bank Cards – VISA/MasterCard/AMEX/Discover – Cardholder Present

2. Bank Cards – VISA/MasterCard/AMEX/Discover – Cardholder Not Present

3. Signature Debit Cards – VISA/MasterCard – Cardholder Present

4. Signature Debit Cards – VISA/MasterCard – Cardholder Not Present

5. PIN Based Debit Cards

6. Digital Wallets
ii) Provide Convenience/Service Fee services.
iii) Provide continuous service by maintaining Contractor’s system functionality at a minimum 99.9% of the time (excluding maintenance downtime), measured on a monthly basis. Contractor must provide advanced written notice for scheduled maintenance and maintenance should occur during Authorized User’s nonbusiness hours.

1. Service shall be available twenty-four (24) hours per day, three hundred sixtyfive (365) days per year (excluding maintenance downtime).

2. If service’s monthly availability averages less than 99.9% (excluding maintenance downtime), the Authorized User shall be entitled to recover damages, apply credits or use other contractual remedies as set forth in the Subsidiary Agreement. (Exhibit A, Section 24)

3. Contractor shall provide advance written notice to the State Contract Administrator and Authorized Users of any major upgrades or changes that will affect the service availability.
iv) Provide Authorization and Settlement functions on behalf of Authorized User.

Authorizations must be completed in real time with response times of no more than 2-12 seconds. Response time is measured from the time Contractor receives a transaction authorization request to the time Contractor provides a transaction #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

authorization response to Authorized User, excluding time dependent upon third parties and delays caused by failures or delays in third party’s systems. v) Deliver, at a minimum, the following standard reports:

1. Deposit Summary

2. Transaction Reports

3. Convenience/services fees, if applicable

4. Statements

5. Interchange

6. Adjustments

7. Chargebacks

8. Authorizations

9. Duplicate Transmissions
Frequency of reporting and additional reports to be determined within the Authorized User Subsidiary Agreements.
vi) Process Chargebacks, upon receipt, on behalf of Authorized User. If additional information is required from the Authorized User to process the chargeback, Contractor must notify the Authorized User within twenty-four (24) to forty-eight (48) hours of receipt. The Contractor is authorized to protest any chargeback on behalf of the Authorized User. Chargebacks and adjustments will be invoiced to the Authorized Users.
vii) Process voids, cancels, returns, reversals and retrievals. viii)Control for duplicate transactions.
ix) Remain Payment Card Industry (PCI) compliant and P2PE certified throughout the term of the Agreement.

6. DEMONSTRATIONS
Contractor agrees to conduct demonstrations at the request of the State and/or an Authorized User, prior to implementation of an electronic payment acceptance program during the term of the Agreement.

7. TRAINING
Contractor shall provide telephone and/or web-based training for each Authorized User as stated in the Subsidiary Agreement. Implementation training must be completed within 30 calendar days after system set-up. Training will be provided at no additional cost including any travel related expenses.

Training material and equipment shall be provided by the Contractor at the Contractor's expense. Contractor shall ensure that sufficient material is provided to all attendees.

Contractor shall provide a link to the most recent version of the Contractor's Operating Guide. The Operating Guide and Contractor’s website includes, at a minimum, but not limited to the following:
• Step by Step Instructions
• Support Services
• Quick Reference Guide
• FAQ’s and answers
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Contractor must provide twenty-four (24) hours per day, three hundred sixty-five (365) days per year, web-based access to Contractor’s Operating Guide.

Trainer provided by contractor shall be knowledgeable in the subject matter, equipment and training materials. Contractor will customize training sessions for an Authorized User upon request.

8. CUSTOMER SERVICE AND SUPPORT
Contractor must provide knowledgeable customer service personnel for the services provided. Contractor shall provide the contact information for problem resolution and inquiries in the Subsidiary Agreement with each Authorized User. Most inquiries regarding the direct reconciliation of an Authorized User’s payment transactions, the transfer to the bank account or any other payment transactions involving the Contractor shall be addressed and/or resolved by the Contractor within three (3) business days from the date of the original inquiry. Most other problems and inquiries will be addressed within five (5) business days from the date of the original contact. If Contractor is unable to resolve issues within the timelines stated above, Contractor will work with the Authorized User to establish mutual resolution timeframes and project timelines. Contractor’s customer service representatives shall accurately and timely:
• Research and resolve concerns and provide immediate follow-up status/resolution. • Resolve problems related to daily settlements and deposit variances. • Coordinate and resolve complex reporting issues.
• Answer incoming telephone calls, e-mails, faxes, and letters. • Log all problems/resolutions so that recurring problems can be tracked, reported and corrected.

Contractors must provide, at the Authorized Users request, copies of any data file transmission that occurred within the required records retention period specified in this Agreement (See Exhibit A, Section 9) and have that data file available to them within forty-eight (48) hours after original request. Any data file requests that cannot be fulfilled in that time frame will require Contractor and Authorized User to agree upon a reasonable time frame for such requests.

Contractor shall provide a technical liaison (live operator) available twenty-four (24) hours a day, three hundred sixty-five (365) days a year for immediate response to data/technical needs such as, but not limited to, general inquiries, point-of-sale and other payment channel assistance. Upon request, Contractor shall provide a written/electronic status report including a problem statement, proposed solution, and estimated time of problem resolution. Contractor’s staff must be fully versed in electronic payment systems and fully capable of resolving any issues immediately.

9. RETENTION OF RECORDS
Contractor must retain all transactional data for a period of at least eighteen (18) consecutive months from the initial transaction date. Transactional data/records must be made available, upon request, to Authorized Users within forty-eight (48) hours after original request. Any data file requests that cannot be fulfilled in that time frame will require Contractor and Authorized User to agree upon a reasonable time frame for such requests.

Authorized User should retain legible copies of Sales Drafts and Credit Vouchers for a period of at least eighteen (18) months from the initial transaction date to be able to #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

respond to customer disputes. Authorized User must submit to Servicers a legible copy of a Sales Draft or Credit Voucher within ten (10) days of a request by Servicers, or longer period of time as may be allowed by the Association.

10. PROGRAM WEBSITE
Contractor shall provide and regularly update a secure website for use by Authorized Users of this Agreement. The website will include at a minimum, the following information:
• Link to the Contractor’s Merchant Operating Guide.
• Links to industry related rules and regulations as described in this Agreement. • Customer Service and Support telephone number.
• FAQs
• Link to report database (Exhibit A, Section 5 (a)(iii))

11. REPORTING REQUIREMENTS
a. Each quarter, the Contractor shall submit a Quarterly Usage/Activity Report to the DGS Contract Administrator via email or other delivery method specified by the State.

The report shall summarize the Contractor’s MSA contract activity for each Authorized User, and it shall be provided to the DGS Contract Administrator by the thirtieth (30th) working day following the ending of the quarter’s reporting period. A report is required every quarter, even if the Contractor has no activity during the reporting period. b. DGS will provide a quarterly reporting template to awardees upon award. c. Contractor must report State Authorized Users and Local Authorized Users on separate quarterly reports.
d. The Quarterly Usage/Activity Report will summarize the Contractor’s MSA contract activity by payment category for each Authorized User and will contain the following information:
• Authorized User Name (department, agency, etc.)
• Authorized User’s Merchant Number
• Dollar Volume by card type (Amex, Discover, Visa, MC, Debit) and/or payment solution
• Number of settled transactions by card type and/or payment solution • Fees paid by payment solution and type (interchange, processor, convenience fees, other)
• Convenience/Service Fees as applicable
• Equipment and software sales reports, upon request
• Any other reporting as requested by DGS
e. Contractor shall email reports (in Microsoft Excel format or compatible) to the State Contract Administrator (referenced in User Instructions) and [email protected]. f. The DGS Contract Administrator reserves the right to modify this report and require the Contractor to provide additional information available to the Contractor during the course of this Agreement at no additional cost.

12. AUTHORIZED USERS
a. Pursuant to Government Code §11000, State of California government agencies include every state office, officer, department, division, bureau, board, and commission.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

b. For the purposes of this Agreement, local government agencies include any city and/or county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. c. State agencies are required to adhere to DGS contract and procurement policy and procedures. For informational purposes only, see the following link for the State of California Agency List (exclude any local government agencies described above):
https://www.ca.gov/agenciesall
d. Local government agency use of this MSA is optional. Local government agencies may execute a contract under this MSA using the standard form Std. 213 or appropriate equivalent contract form, and any specific documents established prior to award that affect the Subsidiary Agreement. Upon execution of the contract form they shall become Authorized Users and the provision of services by the Contractor to such Authorized Users will be governed by the terms of this MSA. e. However, the Contractor has authorization to negotiate with local government agency Authorized Users for the provisions cited below. These include but are not limited to:
• Invoicing and Payment Provisions (including debiting for chargebacks, assessments and other items)
• Governing Law, Jurisdiction
• Local Authorized User’s additional specific terms and conditions • Convenience/Service Fees

13. AUTHORIZATION TO RENDER SERVICES
Unless otherwise provided in this Agreement, Contractor may not decline a State of California government agency’s request to utilize services offered under this Agreement.

14. SUBSIDIARY AGREEMENTS
Contractor and a State of California government agency or a local government agency (as applicable) must execute a separate Subsidiary Agreement that incorporates all of the terms of this MSA by reference and may contain additional agency specific terms and conditions, none of which may alter, rescind, or be in conflict with the terms and conditions of this MSA.

The Subsidiary Agreement shall consist of a Std. 213 form, or the appropriate equivalent contract form for local government agency Authorized Users and shall describe the particular requirements of the Authorized User, usually reflected in a detailed scope of work. State Agency Authorized User’s Subsidiary Agreements shall be processed in accordance with State contracting laws, policy, and procedures.

15. ENTIRE AGREEMENT & AMENDMENTS
This MSA Agreement includes the Std. 213 form, Exhibits A-I and any additional provisions or Exhibits or attachments specific to the Contractor and/or services; documents incorporated by reference, and mutually approved amendments.

16. ORDER OF PRECEDENCE
The following order of precedence shall apply:
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
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a. All federal, state, local laws and regulations
b. Exhibit C: Terms and Conditions (As Modified)
c. Exhibit C.1: General Provisions – Information Technology (As Modified) d. Exhibit G: Definitions
e. Exhibit A: Scope of Work
f. Exhibit A.1: Selected Services
g. Exhibit B: Budget Detail and Payment Provisions
h. Exhibit D: Insurance Requirements
i. Exhibit E: Fees and Costs
j. Exhibit F: Equipment and Software
k. Exhibit E.1: Service Pricing
l. Exhibit E.2: Equipment and Software Pricing
m. Exhibit E.3: Equipment Specifications
n. Exhibit H: Special Terms and Conditions
o. Exhibit I: Mass Transit Terms
p. Exhibit H.1: Authorized User Set Up Form
q. Payment Network Regulations

17. SECURITY, PRIVACY AND DISCLOSURE
The parties acknowledge that this Agreement is subject to the California Public Records Act (Govt. Code section 6250 et seq.), California Government Code sections 6164 and 11019.9; and California Civil Code section 1798 et seq.

Authorized Users agree not to disclose Cardholder account numbers and/or Card Identification Numbers (“CIDs”) unless required by law or other legal process, or for internal State purposes, or as required to use the services under the Agreement.

Contractor agrees it will not use the names, addresses, and any other personally identifying information of State, city, county, school, or other public employees for any purpose not directly related to this Agreement.

18. REGULATORY AUTHORITIES (Industry Related Rules and Regulations) Contractor warrants and certifies that prior to, and in the performance of this Agreement, it will acquire, maintain, and remain in compliance with all mandatory regulatory approvals with respect to its performance under this Agreement required by any applicable governmental agency having jurisdiction over Contractor. If such regulatory approvals are not obtained by Contractor prior to the performance of this Agreement, this Agreement shall be of no force or effect.

19. LICENSES AND PERMITS
Contractor shall be responsible for obtaining and maintaining at its expense all applicable licenses, registrations, permits, and certifications applicable to its performance under this Agreement during the entire term of this Agreement required by federal law, the State of California, and local jurisdictions in California.

20. SUBCONTRACTORS
Nothing contained in this Agreement or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontractor shall relieve the Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be #1..
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Department of General Services
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fully responsible to the State for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of the subcontractors as it is for the acts and omissions of persons directly employed by the Contractor. The Contractor’s obligation to pay its subcontractors is an independent obligation from the Authorized User’s obligation to make payments to the Contractor. As a result, the Authorized User shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor.

21. PHASE IN & PHASE OUT TRANSITION SERVICES
Prior to the end of this Agreement’s contract term, or if this Agreement is terminated by the State, Contractor agrees to assist in transitioning the services provided under this Agreement within a period of time, not to exceed one hundred eighty (180) day calendar period. Transition assistance will include but is not limited to: continue transaction processing until date agreed upon, resolve any outstanding chargeback disputes, remit final statement and invoice for all transactions through close of business on the final processing date. Contractor shall cooperate with any new contractor(s) and State staff in effectuating an orderly transition.

22. DISPUTE RESOLUTION
Contractor shall direct questions regarding the Subsidiary Agreement to the Authorized User. Decisions rendered by the Chief Executive Officer, or designated representative, of the Authorized User are considered final. Upon request, DGS-PD may provide a forum for discussion, at which time a DGS-PD representative shall be available to provide information regarding the State of California’s policies and procedures. If agreement cannot be reached, either party may assert its rights and remedies within a court of competent jurisdiction.

23. NOTICES
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if delivered (a) personally, (b) via facsimile, electronic mail or overnight express service (except that notices of termination or default given by facsimile or electronic mail must also be sent via overnight express service or certified mail) or (c) by certified or registered mail, postage prepaid, return receipt requested, in each case, to the addresses, facsimile numbers and/or electronic mail addresses set forth below. The parties hereto may change their street addresses, facsimile numbers and electronic mail addresses for purposes of this Agreement by notifying the other party in the manner specified in this section.

24. LIQUIDATED DAMAGES
The Authorized User’s Director or his/her designee may assess compensating damages against the vendor for losses incurred by the Authorized User as a direct result of errors caused by the negligence or willful misconduct of the vendor or subcontractor(s) that cause or contribute to the delay in collecting revenue. If invoked, damages will be assessed based upon the dollar value of the loss, the elapsed time before correction of the error and the Pooled Money Investment Account (PMIA) Daily Rate for the date the loss occurred as published by the California State Treasurer’s Office. Contractor’s liability for damages shall not exceed an amount equal to the annual fees paid or payable to Contractor under the affected Subsidiary Agreement (excluding interchange fees). If #1..
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twelve (12) consecutive months of fees are not available for this calculation, Contractor will use the highest available months fees multiplied by twelve (12) to identify the anticipated annual fees. For purposes of this Agreement, ‘errors’ do not include any action taken, or any failure to act, pursuant to an instruction from the State or an Authorized User.

25. PROPRIETARY RIGHTS AND PERMITTED USES
a. Contractor may not issue any press release about this Agreement or the State without the other party’s prior written consent.
b. Contractor will provide all Credit Card Association marks, logos, stickers and marketing materials, as well as any other forms of display required by the Associations’.
c. An Authorized User may use and display the Associations’ marks, and shall display such Marks in accordance with the standards for use established by the Associations.

The Authorized User’s right to use all such Marks will terminate upon termination of the Agreement or upon notice by an Association to discontinue such use, and the Authorized User must thereafter promptly return any materials displaying the Marks.

The Authorized User’s use of promotional materials provided by the Associations will not indicate, directly or indirectly, that such Associations endorse any goods or services other than their own and the Authorized User may not refer to any Associations in stating eligibility for its products or services.

26. FEDERAL DEBARMENT
The Federal Department of Labor requires that State agencies which are expending Federal funds of $25,000 or more, have in the contract file, a certification by the Contractor that it has not been debarred or suspended from doing business with the Federal Government. Each Contractor must provide this documentation upon request.

27. FORCE MAJEURE
Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include, but are not limited to:
a. Acts of God or of the public enemy, and
b. Acts of the federal or state government in either its sovereign or contractual capacity.

If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform.

28. RIGHT TO TERMINATE
a. The State may terminate the Agreement and any Authorized User may terminate its respective Subsidiary Agreement for cause upon a reasonable and good faith determination that the Contractor failed to perform the requirements of this Agreement at the time and in the manner herein provided in Section (b) below. However, Authorized Users will provide a Cure Period, rather than immediate termination, if a breach involves meeting a service level agreement identified in Exhibit A, Section 5. Nonetheless, the #1..
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State and Authorized Users reserve the right to terminate for cause without providing additional Cure Periods if a service level issue for which a Cure Period has previously been provided recurs.
b. In the event of a breach, the State or Authorized User will send the Contractor a notice specifying the breach and providing the Contractor an opportunity to cure the breach within a period of time no less than thirty (30) days “Cure Period”. If the breach is not cured within the Cure Period, the State or Authorized User has the right to terminate the Agreement upon thirty (30) days notice to the Contractor. c. The State may terminate the Agreement without cause upon sixty (60) days advance written notice to the Contractor. Authorized Users may terminate their respective Subsidiary Agreements without cause upon sixty (60) days advance written notice to the Contractor. In the event of a termination without cause, Contractor shall not be responsible for any costs to the State or an Authorized User associated with such termination and any sum due the Contractor under this Agreement (which sum due to the Contractor shall include, but not be limited to, fees as set forth in this Agreement) for Charges up to the date of a termination shall be paid to the Contractor including any Chargebacks, fees, fines or penalties owed by the State or Authorized User after termination, which shall be paid within forty-five (45) days of presentment of a nondisputed invoice, in accordance with Exhibit B, Section 3. d. After receipt of a notice of termination by the State, or an Authorized User, and except as otherwise directed by the State or Authorized User, Contractor shall:
i. Stop work as specified in the notice of termination. ii. Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continuing portion of the Agreement. iii. Terminate all subcontracts to the extent they relate to the work terminated.

After receipt of a notice of termination and prior to the contract termination effective date, Contractor agrees to diligently proceed without interruption in the performance of this Agreement. Contractor’s failure to diligently proceed in accordance with this Agreement shall be considered a material breach of this Agreement.

29. NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Contract shall not be made without prior written approval of the Department of General Services.

30. CONTRACTOR’S ADMINISTRATIVE FEE
The Contractor is required to pay a fee to DGS-PD based on the number of settled transactions processed. The fee is paid quarterly and is calculated as equal to $0.01 (1 cent) for each transaction processed per quarter under this Agreement.

This Administrative Fee shall not be invoiced or charged to the ordering agency or customer. Payment by the Contractor shall be made quarterly to DGS-PD irrespective of payment status of Subsidiary Agreements.
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Failure to submit correct reports and payments on a timely basis shall constitute grounds for default of this Agreement pursuant to Exhibit A, Section 28(b). Payments are due for the reporting period by the thirtieth (30th) calendar day following the ending of the quarter. (Note: If the due date is on a Saturday or Sunday, the due date will be the Monday following.)
Payment may be made in the form of an electronic payment using the PD LPA Payment Portal or by submitting a check payable to the State of California, Department of General Services. Along with each payment, a Usage Report, filtered in Excel as prescribed in Exhibit A, Section 11 “Reporting Requirements,” shall be submitted to the State Contract Administrator.

To submit fees through the PD LPA Payment Portal, users must register on the DGS-PD LPA Payment Portal (https://www.dgs.ca.gov/PD/Services/Page-Content/ProcurementDivision-Services-List-Folder/Access-LPA-Payment-Portal).

Administrative Fee payments made by check shall be submitted to the following address:

Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
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Exhibit A.1: Selected Services
The table below contains the services selected by the Authorized User within their Subsidiary Agreement #____________________. By selecting one or more of the services, the Authorized User is agreeing to be bound by the terms and conditions of the MSA 5-22-70-22-01.

Description
☐ Credit and Debit Card Processing
☐ Convenience/Service Fees
☐ Exhibit I: Mass Transit Services
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Department of General Services
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Exhibit B: Budget Detail and Payment Provisions

1. INVOICING AND PAYMENT
a. Authorized Users will open a Demand Deposit Account (DDA) at an approved State financial institution that participates in the Automated Clearing House of the Federal Reserve System (ACH) to accept electronic payments via ACH under this MSA. For California State Authorized users this DDA must be a Zero Balance Account (ZBA). b. Each Authorized User must provide the Contractor with the name, bank deposit account and ABA (bank routing) numbers of the financial institution where such Authorized User’s DDA is established. Further, Authorized User must notify Contractor of any changes to its financial institution, account, or ACH information over the course of the agreement. Each Authorized User must also notify its financial institution that the Contractor has access to make deposits to the designated DDA. Contractor does not have authority to debit any amounts from the Authorized User’s DDA. c. Contractor shall settle the total amount for charges gross daily, net of refunds and reversals. Processing fees, chargebacks and adjustments will be invoiced to the Authorized Users. Contractor will not charge processing fees that are higher than or any additional fees other than those specified in Exhibit E.1: Service Pricing which cover all services provided by this MSA including electronic payment acceptance services, user guides, reports, and customer service.
d. If Authorized Users choose to assess a convenience and/or service fee, Authorized User acknowledges that all fees collected will be settled to a DDA established by the Contractor or Service Provider. Contractor or Service Provider will charge the convenience and/or service fee as a separate charge from the transaction amount, if applicable in accordance with Exhibit E, Section 4. All amounts owed to the Contractor for services provided in the Subsidiary Agreement will be deducted from the convenience and/or service fees collected by the Contractor or charged to the Service Provider, as applicable. Authorized Users remain responsible for Chargebacks. e. Contractor shall initiate payment to each Authorized User’s DDA in accordance with the schedule noted in Exhibit A, Section 5 (a)(i). If the payment transmittal date falls on a day that Contractor’s bank is not open for processing payments, Contractor will initiate payment the next available business day. Funds due to State Authorized Users shall never be held in Contractor’s account or any other account not specifically authorized by an Authorized User. Contractor will not be responsible for any obligations, damages, or liabilities in excess of the amount of the applicable debit, credit, or adjustment to an Authorized User’s DDA in the event that the Authorized User’s financial institution does not honor any such item or improperly applies it to such Authorized User’s account.
f. Each Authorized User shall provide billing information (mailing address, contact person, etc.) as part of its individual Subsidiary Agreement (defined in Exhibit A Section 14) executed with Contractor.
g. Invoices shall be submitted in arrears to each State Authorized User on Contractor’s letterhead within fifteen (15) days of the end of each month and in accordance with the Prompt Payment Act. The invoice shall include:
• The Subsidiary Agreement Number between the Authorized User and the Contractor.
• Authorized User Name.
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• Authorized User Merchant Number.
• Time period covered.
• Work completed for the period shall be identified (detailed statement of services rendered) as specified in the individual Authorized User’s Subsidiary Agreement. • Contact information for billing comments or inquiries such as a telephone number, fax number, and address.
h. Chargeback invoices shall be submitted to each State Authorized User on Contractor’s letterhead within forty-eight (48) hours of the final chargeback dispute decision. The invoice shall include:
• The Subsidiary Agreement Number between the Authorized User and the Contractor.
• Chargeback information.
• Date
• Transaction amount
• Cardholder information
• Dispute Reason
• Authorized User Name.
• Authorized User Merchant Number.
• Contact information for billing comments or inquiries such as a telephone number, fax number, and address
i. Upon receipt of invoices and subsequent approval by the Authorized User’s designated representative(s), the Authorized User will pay the Contractor for any invoice or chargeback invoice.
j. Contractor shall indicate Chargebacks and adjustments (including Credits) to Authorized Users in statements and reports as required pursuant to Exhibit A, Section

5.b.v.
k. The State does not accept liability of Local Authorized Users (cities, counties, local governments, political subdivisions etc.).

2. BUDGET CONTINGENCY CLAUSE
a. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under the Authorized User’s Subsidiary Agreement does not appropriate sufficient funds for the program contemplated thereunder, the Authorized User’s Subsidiary Agreement shall be of no further force and effect after the Authorized User provides written notice to Contractor. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other consideration under the Subsidiary Agreement.
b. For State Authorized Users, if funding for any fiscal year is reduced or deleted by the Budget Act for purposes of the Authorized User’s programs, the Authorized Users shall have the option to either (i) cancel Authorized User’s Subsidiary Agreement with no liability occurring to the State by providing Contractor immediate written notice or (ii) offer an agreement amendment to Contractor to reflect the reduced amount. c. In the event an Authorized User’s Subsidiary Agreement is terminated pursuant to this Exhibit B, Section 2, such Authorized User shall be responsible for payment of all amounts owed to Contractor related to transactions processed up until the effective #1..
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date of termination and for all items received post-termination that relate to transactions processed prior to termination.

3. PROMPT PAYMENT CLAUSE
Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

4. CONTRACTOR OVERPAYMENTS
a. If the Authorized User determines that an overpayment has been made to the Contractor, the Authorized User will seek recovery immediately upon discovery of the overpayment by calling the contractor service center to request a refund of the overpayment amount. The Contractor shall have up to five (5) business days to verify overpayments. The Contractor will initiate deposit of verified overpayments to the Authorized User’s ZBA the next available business day.
b. If Contractor discovers they have received an overpayment, contractor must notify the Authorized user and refund or deposit the overpayment immediately. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
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Exhibit C: Terms and Conditions (As Modified)

1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained.

2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.

3. ASSIGNMENT: This Agreement is not assignable by either party, either in whole or in part, without the consent of the other party in the form of a formal written amendment.

4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).

5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees: (a) from any and all claims and losses caused by the negligence or willful misconduct in the performance of this Agreement by Contractor, its subcontractors, suppliers, laborers, and any other person, firm or corporation engaged by Contractor to furnish or supply work services, materials, or supplies in connection with the performance of this Agreement, and (b) from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor’s negligence or willful misconduct in the performance of this Agreement.

6. DISPUTES: Contract and the State shall continue with the responsibilities under this Agreement during any dispute.

7. TERMINATION FOR CAUSE: See Exhibit A, Section 28.

8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.

9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).

10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they #1..
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discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article

9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135- 11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

12. TIMELINESS: Time is of the essence in this Agreement.

13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions:

1. "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.

2. "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550.
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and #1..
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Department of General Services
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to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid.

Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.

16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.

19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department:
(1) the total amount the prime Contractor received under the Contract; (2) the name #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets.

Code § 999.5(d); Govt. Code § 14841.)

20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 10344(e)). #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit C.1: General Provisions – Information Technology (As Modified) The following definitions apply to Exhibit C.1. All other capitalized terms shall have their meanings set forth in Exhibit G.

1. DEFINITIONS: Unless otherwise specified in the Statement of Work, the following terms shall be given the meaning shown, unless context requires otherwise. a) “Application Program” means a computer program which is intended to be executed for the purpose of performing useful work for the user of the information being processed. Application programs are developed or otherwise acquired by the user of the Hardware/Software system, but they may be supplied by the Contractor. b) “Attachment” means a mechanical, electrical, or electronic interconnection to the Contractor-supplied Machine or System of Equipment, manufactured by other than the original Equipment manufacturer that is not connected by the Contractor. c) “Business entity” means any individual, business, partnership, joint venture, corporation, S-corporation, limited liability company, sole proprietorship, joint stock company, consortium, or other private legal entity recognized by statute. d) “Commercial Hardware” means Hardware developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract.
e) “Commercial Software” means Software developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract.
f) “Contract” means this Contract or Agreement (including any purchase order), by whatever name known or in whatever format used.
g) “Contractor” means the Business Entity with whom the State enters into this Contract. Contractor shall be synonymous with “supplier”, “vendor” or other similar term.
h) “Data Processing System (System)” means the total complement of Contractorfurnished Machines, including one or more central processors (or instruction processors), Operating Software which are acquired to operate as an integrated group.
i) “Deliverables” means Goods, Software, Information Technology, telecommunications technology, Hardware, and other items (e.g. reports) to be delivered pursuant to this Contract, including any such items furnished incident to the provision of services.
j) “Designated CPU(s)” means for each product, if applicable, the central processing unit of the computers or the server unit, including any associated peripheral units. If #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

no specific “Designated CPU(s)” are specified on the Contract, the term shall mean any and all CPUs located at the site specified therein. k) “Documentation” means manuals and other printed materials necessary or useful to the State in its use or maintenance of the Equipment or Software provided hereunder. Manuals and other printed materials customized for the State hereunder constitute Work Product if such materials are required by the Statement of Work. l) “Equipment” is an all-inclusive term which refers either to individual Machines or to a complete Data Processing System or Subsystem, including its Hardware and Operating Software (if any).
m) “Goods” means all types of tangible personal property, including but not limited to materials, supplies, and Equipment (including computer and telecommunications Equipment).
n) “Hardware” usually refers to computer Equipment and is contrasted with Software.

See also Equipment.
o) “Installation Date” means the date specified in the Statement of Work by which the Contractor must have the ordered Equipment ready (certified) for use by the State. p) “Information Technology” includes, but is not limited to, all electronic technology systems and services, automated information handling, System design and analysis, conversion of data, computer programming, information storage and retrieval, telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce, and all related interactions between people and Machines.
q) “Machine” means an individual unit of Data Processing System or Subsystem, separately identified by a type and/or model number, comprised of but not limited to mechanical, electro-mechanical, and electronic parts, microcode, and special features installed thereon and including any necessary Software, e.g., central processing unit, memory module, tape unit, card reader, etc. r) “Programming Aids” means Contractor-supplied programs and routines executable on the Contractor’s Equipment which assists a programmer in the development of applications including language processors, sorts, communications modules, data base management systems, and utility routines (tape-to-disk routines, disk-to-print routines, etc.).
s) “Program Product” means programs, routines, subroutines, and related items which are proprietary to the Contractor and which are licensed to the State for its use, usually on the basis of separately stated charges and appropriate contractual provisions.
t) “Software” means an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including Operating Software, Programming Aids, Application Programs, and Program Products. u) “State” means the government of the State of California, its employees and authorized representatives, including without limitation any department, agency, any #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
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Authorized User participating in the MSA, or other unit of the government of the State of California.
v) “System” means the complete collection of Hardware, Software and services as described in this Contract, integrated and functioning together, and performing in accordance with this Contract.
w) “U.S. Intellectual Property Rights” means intellectual property rights enforceable in the United States of America, including without limitation rights in trade secrets, copyrights, and U.S. patents.

2. SEVERABILITY: See MSA Exhibit C, Section 17.

3. COMPLIANCE WITH STATUTES AND REGULATIONS:
a) The State and the Contractor warrants and certifies that in the performance of this Contract, it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California. The Contractor agrees to indemnify the State against any loss, cost, damage or liability by reason of the Contractors violation of this provision.
b) The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and
c) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.
d) If this Contract is in excess of $554,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA). e) To the extent that this Contract falls within the scope of Government Code Section 11135, the Contractor hereby agrees to respond to and resolve any complaint brought to its attention, regarding accessibility of its products or services.

4. CONTRACTOR’S POWER AND AUTHORITY: See MSA Exhibit C, Section 5.

5. WAIVER OF RIGHTS: Any action or inaction by the State or the failure of the State on any occasion, to enforce any right or provision of the Contract, shall not be construed to be a waiver by the State of its rights hereunder and shall not prevent the State from enforcing such provision or right on any future occasion. The rights and remedies of the State herein are cumulative and are in addition to any other rights or remedies that the State may have at law or in equity.

6. DELIVERY: The Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Time, if stated as a number of days, shall mean calendar days unless otherwise specified. The quantities specified herein are the only quantities required. If the Contractor delivers in excess of the quantities specified herein, the State shall not be required to make any payment for the excess Deliverables, and #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
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may return them to Contractor at the Contractor’s expense or utilize any other rights available to the State at law or in equity.

7. INSPECTION, ACCEPTANCE AND REJECTION: See Exhibit F, Sections 4(e) and (f).

8. SAMPLES:
a) Samples of items may be required by the State for inspection and specification testing and must be furnished free of expense to the State. The samples furnished must be identical in all respects to the products bid and/or specified in the Contract. b) Samples, if not destroyed by tests, may, upon request made at the time the sample is furnished, be returned at the Contractor’s expense.

9. WARRANTY:
a) Unless otherwise specified in the Statement of Work, the warranties in this subsection a) begin upon delivery of the goods or services in question and end one (1) year thereafter. The Contractor warrants that (i) Deliverables and services furnished hereunder will substantially conform to the requirements of this Contract (including without limitation all descriptions, specifications, and drawings identified in the Statement of Work), and (ii) the Deliverables will be free from material defects in materials and workmanship. Where the parties have agreed to design specifications (such as a Detailed Design Document) and incorporated the same or equivalent in the Statement of Work directly or by reference, the Contractor will warrant that it’s Deliverables provide all material functionality required thereby. In addition to the other warranties set forth herein, where the Contract calls for delivery of Commercial Software, the Contractor warrants that such Software will perform in accordance with its license and accompanying Documentation. The State’s approval of designs or specifications furnished by Contractor shall not relieve the Contractor of its obligations under this warranty.
b) The Contractor warrants that Deliverables furnished hereunder (i) will be free, at the time of delivery, of harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or Software); and (ii) will not infringe or violate any U.S. Intellectual Property Right. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any Commercial Software delivered hereunder, the Contractor will, upon the State’s request, provide a new or clean install of the Software. c) Unless otherwise specified in the Statement of Work:
i. The Contractor does not warrant that any Software provided hereunder is errorfree or that it will run without immaterial interruption. ii. The Contractor does not warrant and will have no responsibility for a claim to the extent that it arises directly from (A) a modification made by the State, unless such modification is approved or directed by the Contractor in writing, (B) use of Software in combination with or on products other than as specified by the Contractor, or (C) misuse by the State.
iii. Where the Contractor resells Commercial Hardware or Commercial Software it purchased from a third party, Contractor, to the extent it is legally able to do so, will pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth above. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
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d) All warranties, including special warranties specified elsewhere herein, shall inure to the State, its successors, assigns, customer agencies, and governmental users of the Deliverables or services.
e) Except as may be specifically provided in the Statement of Work or elsewhere in this Contract, for any breach of the warranties provided in this Section, the State’s exclusive remedy and the Contractor’s sole obligation will be limited to:
i. re-performance, repair, or replacement of the nonconforming Deliverable (including without limitation an infringing Deliverable) or service; or ii. should the State in its sole discretion consent, refund of all amounts paid by the State for the nonconforming Deliverable or service and payment to the State of any additional amounts necessary to equal the State’s Cost to Cover. “Cost to Cover” means the cost, properly mitigated, of procuring Deliverables or services of equivalent capability, function, and performance. The payment obligation in subsection (e)(ii) above will not exceed the limits on the Contractor’s liability set forth in Exhibit A, Section 24.
f) EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, THE

CONTRACTOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED,

INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.SAFETY AND ACCIDENT PREVENTION: In performing work under this Contract on State premises, the Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. The Contractor shall take any additional precautions as the State may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract in accordance with the default provisions hereof.

11.RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a) In the event any Deliverables furnished or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the State may reject the same, and it shall become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of services, without expense to the State, and immediately replace all such rejected items with others conforming to the Contract. b) In addition to any other rights and remedies the State may have, the State may require the Contractor, at Contractor’s expense, to ship Deliverables via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor.
c) In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any loss or damage sustained by the State in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor (but subject to the clause set forth in Exhibit A, Section 24). d) The State reserves the right to offset the reasonable cost of all damages caused to the State against any outstanding invoices or amounts owed to the Contractor or to make a claim against the Contractor therefore subject to Exhibit A, Section 24. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

12.TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract.

13.CONFIDENTIALITY OF DATA: All financial statistical, personal, technical and other data and information relating to the State’s operation which are designated confidential by the state and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor's possession without obligation of confidentiality, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties.

14.PROTECTION OF PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA:
a) Subject to the California Public Records Act, the State agrees that all material appropriately marked or identified in writing as proprietary, and furnished hereunder are provided for the State’s exclusive use for the purposes of this Contract only. b) The State will ensure, prior to disposing of any media, that any licensed materials contained thereon have been erased or otherwise destroyed. c) The State agrees that it will take appropriate action by instruction, agreement or otherwise with its employees or other persons permitted access to licensed software and other proprietary data to satisfy its obligations in this Contract with respect to use, copying, modification, protection and security of proprietary software and other proprietary data.

15.RIGHT TO COPY OR MODIFY:
a) Any Software Product provided by the Contractor in machine-readable form may be copied, in whole or in part, in printed or machine-readable form for use by the State with the designated CPU, to perform one-time benchmark tests, for archival or emergency restart purposes, to replace a worn copy, to understand the contents of such machine- readable material, or to modify the Software Product as provided below; provided, however, that no more than the number of printed copies and machine-readable copies as specified in the Statement of Work will be in existence under this Contract at any time without prior written consent of the Contractor. Such consent shall not be unreasonably withheld by the Contractor. The original, and any copies of the Software Product, in whole or in part, which are made hereunder shall be the property of the Contractor.
b) The State may modify any non-personal computer Software Product, in machinereadable form, for its own use and merge it into other program material. Any portion of the Software Product included in any merged program material shall be used only #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

on the designated CPUs and shall be subject to the terms and conditions of the Contract.

16.ENCRYPTION/CPU ID AUTHORIZATION CODES:
a) When Encryption/CPU Identification (ID) authorization codes are required to operate the Software Products, the Contractor will provide all codes to the State with delivery of the Software.
b) In case of inoperative CPU, the Contractor will provide a temporary encryption/CPU ID authorization code to the State for use on a temporarily authorized CPU until the designated CPU is returned to operation.
c) When changes in designated CPUs occur, the State will notify the Contractor via telephone and/or facsimile/e-mail of such change. Upon receipt of such notice, the Contractor will issue via telephone and/or facsimile/e-mail to the State within 24 hours, a temporary encryption ID authorization code for use on the newly designated CPU until such time as permanent code is assigned.

17.PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY:
a) Contractor will indemnify, defend, and save harmless the State, its officers, agents, and employees, from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any U.S.

Intellectual Property Right by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to the State such indemnity rights as it receives from such third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide the State with indemnity protection equal to that called for by the Third Party Obligation, but in no event greater than that called for in the first sentence of this Section). The provisions of the preceding sentence apply only to third party computer Hardware or Software sold as a distinct unit and accepted by the State.

Unless a Third Party Obligation provides otherwise, the defense and payment obligations set forth in this Section will be conditional upon the following:
i. The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and
ii. The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (b) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise which approval will not unreasonably be withheld or delayed; and (c) the State will reasonably cooperate in the defense and in any related settlement negotiations.
b) Should the Deliverables, or the operation thereof, become, or in the Contractor’s opinion are likely to become, the subject of a claim of infringement or violation of a U.S. Intellectual Property Right, the State shall permit the Contractor, at its option #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

and expense, either to procure for the State the right to continue using the Deliverables, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such Deliverables by the State shall be prevented by injunction the Contractor agrees to take back such Deliverables and make every reasonable effort to assist the State in procuring substitute Deliverables. If, in the sole opinion of the State, the return of such infringing Deliverables makes the retention of other Deliverables acquired from the Contractor under this Contract impractical, the State shall then have the option of terminating such Contracts, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such Deliverables and refund any sums the State has paid the Contractor less any reasonable amount for use or damage.
c) The Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon:
i. The operation of Equipment furnished by the Contractor under the control of any Operating Software other than, or in addition to, the current version of Contractorsupplied Operating Software; or ii. The modification initiated by the State, or a third party at the State’s direction, of any Deliverable furnished hereunder; or
iii. The combination or utilization of Software furnished hereunder with noncontractor supplied Software. d) The Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer Software in violation of copyright laws.

18.COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity.

19.NATIONAL LABOR RELATIONS BOARD CERTIFICATION: See MSA Exhibit C, Section 11.

20.FOUR DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only FourDigit Date Compliant (as defined below) Deliverables and/or services to the State. “Four Digit Date Compliant” Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein.

21.ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the applicable requirements of the Electronic Waste Recycling Act of #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. The Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance.

22.USE TAX COLLECTION: In accordance with PCC Section 10295.1, the Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Code. Contractor further certifies that it will immediately advise the State of any change in its retailer’s seller’s permit or certification of registration or applicable affiliate’s seller’s permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1.
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit D: Insurance Requirements

1. PROOF OF INSURANCE
Contractor shall provide proof of insurance, in the form of a certificate to the Authorized User. Insurance companies must be acceptable to DGS, Office of Risk Management (ORIM). If self-insured, review of financial information may be required.

2. GENERAL PROVISIONS APPLYING TO ALL POLICIES
a. Coverage Term – Coverage needs to be in force for the complete term of the contract. If insurance expires during the term of the contract, a new certificate must be received by the State prior to the expiration of this insurance. Any new insurance must still comply with the original terms of the contract.
b. Policy Cancellation or Termination & Notice of Non-Renewal – Contractor is responsible to notify the State within five business days before the effective date of any cancellation, non-renewal, or material change that affects required insurance coverage rendering Contractor in breach of the contract. In the event Contractor fails to keep in effect at all times the specified insurance coverage, the State may, in addition to any other remedies it may have, terminate this Contract upon the occurrence of such event, subject to the provisions of this Contract. c. Deductible – Contractor is responsible for any deductible or self-insured retention contained within their insurance program.
d. Primary Clause – The general liability insurance contained in this contract shall be primary, and not excess or contributory, to any other insurance carried by the State. e. Insurance Carrier Required Rating – All insurance companies must carry an AM Best rating of note less than A- (minus) financial category VII. If the Contractor is selfinsured for a portion or all of its insurance, and public reports are not readily available, review of financial information may be required upon request. f. Endorsements – Any required endorsements requested by the State must be physically attached to all requested certificates of insurance and not substituted by referring to such coverage on the certificate of insurance. g. Inadequate Insurance – Inadequate or lack of insurance does not negate the contractor obligations under the contract.
h. Available Coverages/Limits - All coverage and limits available to the contractor shall also be available and applicable to the State.
i. Subcontractors - In the case of Contractor utilization of subcontractors to complete the contracted scope of work, Contractor shall include all subcontractors as insured’s under Contractor and insurance or supply evidence of insurance to The State equal to policies, coverages and limits required of Contractor. The State has the right to accept lower limits appropriate for the services being subcontracted.

3. COMMERCIAL GENERAL LIABILITY
Contractor shall maintain, at Contractor’s expense, and keep in effect during the term of this Contract, Commercial General Liability Insurance covering bodily injury, and property damage. This insurance shall include personal and advertising injury liability, products, completed operations, and contractual liability coverage. Coverage shall be written on an occurrence basis in an amount not be less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000. The State of California, its officers, #1..
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Department of General Services
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agents, and employees are to be covered as additional insureds with respect to liability arising out of work or operations.

4. AUTO LIABILITY
By signing this Agreement, the Contractor certifies that the Contractor and any employees, subcontractors or servants possess valid automobile coverage in accordance with California Vehicle Code Sections 16450 to 16457, inclusive. The State reserves the right to request proof at any time.

5. WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY
Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Policy shall be endorsed to include waiver of subrogation in favor of State of California.

6. PROFESSIONAL LIABILITY
Contractor shall maintain, at Contractor’s expense, and keep in effect during the term of this Contract, Professional Liability Insurance covering any damages caused by an error, omission or any negligent acts including third party losses, related to the services to be provided under this contract by the Contractor and Contractor’s subcontractors, agents, officers and employees in an amount of not less than $1,000,000 per occurrence, incident or claim. Annual aggregate limit shall not be less than $2,000,000. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit E: Fees and Costs

1. FEES AND COSTS
The fees and costs based on pricing provided in Exhibit E.1: Service Pricing and Exhibit E.2: Equipment and Software Pricing will be invoiced in accordance with Exhibit B. The amounts deposited into Authorized User’s Demand Deposit Account (DDA) will be gross receipts and net of refunds and reversals.

2. VISA AND MASTERCARD INTERCHANGE ASSESSMENT RATES
The Visa and MasterCard interchange assessment pricing specified is subject to fluctuations. These rates are outside of the control of the State of California and the Contractor. Both increases and decreases in these rates are to be passed on to the Authorized Users of this Agreement in the form of changes in the official interchange assessment rates from VISA and MasterCard by the Contractor. Contractor will send, as promptly as possible, to each Authorized User, or designee, and to the DGS Contract Administrator, notices documenting all pricing adjustments resulting from the official changes in interchange assessment rates. The following sites provide the most up-to-date interchange assessment rates as they occur.
• MasterCard Interchange Rates:
http://www.mastercard.com/us/merchant/support/interchange_rates.html • Visa Interchange Rates:
https://usa.visa.com/support/small-business/regulations-fees.html

3. EQUIPMENT PRICING
Upon request, Contractor will provide equipment and software pricing and specification sheets on an annual basis in the format and delivery method specified by DGS. Once these prices are negotiated and approved by DGS, this information will be posted along with the respective contracts on the State’s Procurement Portal (Cal eProcure). Posting of price lists allows the Authorized Users access to both service and equipment/software pricing so Authorized Users can conduct a complete cost analysis based on their organization’s individual requirements. Authorized Users may negotiate pricing lower than the maximum pricing listed on the Contractor’s Price Sheet.

Price declines shall be effective immediately upon any public notification of the decline. All prices quoted shall be firm fixed maximum for the initial price list period. However, should a price decline be announced by the Contractor after contract award, and prior to an Authorized User utilizing the services, then the Contractor shall use the reduced pricing.

4. CONVENIENCE/SERVICE FEES
a. Authorized Users, at their discretion, may elect to have the Contractor or Service Provider charge a convenience and/or service fee to the cardholder (paying parties) to offset the processing fees charged to the Authorized User. Assessment of the convenience and/or service fee occurs at the time of the transaction. Use of Convenience and/or service fees should be addressed by each Authorized User in their individual Subsidiary Agreement.

The convenience and/or service fee to be charged to Cardholders for transactions processed will be mutually agreed upon by Contractor or Service Provider and Authorized User. If the Authorized User is using the Contractor for convenience and/or #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

service fees, the amount of the convenience and/or service fee may be adjusted in the Subsidiary Agreement, at any time, upon the mutual agreement of Contractor and the Authorized User. Contractor shall not charge Authorized User a fee in consideration for processing the convenience and/or service fee. Any amendment to the convenience and/or service fee assessed by the Contractor must be agreed upon by the Authorized User and Contractor.

Convenience and/or service fees are subject to the constraints of the card associations, card companies, Merchant Category Codes (MCC), business requirements of Authorized Users and, in some instances, by State regulations and/or laws. In general, card payments, and specific card brands, may not be disadvantaged at the point-of-sale relative to other payment.

State and Local Use:
• May only be charged by Authorized Users in certain fee programs based on Association Rules, Merchant Category Code (MCC) and the business requirements of Authorized Users.
• Must be paid to and managed by the Contractor, or if requested by the Authorized User and approved by Contractor, paid to and managed by a Service Provider retained by the Authorized User (pursuant to Exhibit H, Section 14). If Authorized User chooses to use a Service Provider, Authorized User acknowledges that all fees will be settled into a DDA established by the Service Provider, and Contractor will charge the Service Provider for all fees due and owing for such Convenience/Service Fee transactions. Notwithstanding the foregoing, Authorized User shall be fully liable for any Contractor’s fees provided for in this Agreement. • Convenience and/or service fee and underlying transaction must be submitted and processed as two separate transactions.
• Authorized Users who qualify for the American Express Public Sector Program (outlined in Chapter 34 of the Operating Guide) may elect to participate in the program, provided that the Authorized Users also participate in the Government/Public Institution Service Fees (GPISF) (outlined in Chapter 14 of the Operating Guide).

Local Use Only:
• May be paid to or managed by the Authorized User, Contractor, or Service Provider (as outlined above).
• Convenience and/or service fee and underlying transaction may be combined into a single transaction, if allowed by local user.
b. Contractor providing convenience and/or service fee services agrees to all of the following:
• Contractor must provide option to assess or not assess a convenience fee. • Support convenience and/or service fee policies and variations in convenience fees at the individual Authorized User level while remaining in compliance with credit and debit card Association regulations.
• Support convenience and/or service fee assessment with each type of payment channel provided within this contract (IVR, point of sale, internet, etc.). • Separate the Convenience and/or service fee from any payment that is owed by a Cardholder to Authorized User and paid through a payment transaction. Separate #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Convenience and/or service fees from other fees when invoicing the Authorized User.
• Provide Authorized User access to reports detailing all processed transactions. • Provide Cardholder the opportunity to make payments to the Authorized User by credit card through both an interactive telephone voice response system (“IVR”) and Internet interface.
• On behalf of Authorized User, collect and process Authorized User Payments from Cardholders using the American Express Card, MasterCard, VISA, and Discover Card.
• Provide Authorized User payment transactions to the appropriate card organizations through Contractor and Contractor shall settle the Authorized User’s payments to the Authorized User’s designated bank account. Contractor shall retain all convenience and/or service fees collected by it hereunder after paying all fees owed in connection with payment transactions to the appropriate parties. • Confirm the dollar amount of all cardholder’s authorized payments and the corresponding convenience and/or service fees to be charged to Cardholder and obtain the Cardholder’s approval (electronic or otherwise) of such charges prior to initiating credit authorizations.
• Provide cardholder with electronic confirmation of card transactions. • Electronically transmit all card transactions to all parties involved, in real time as the transactions occur.
• Arrange for a unique line merchant description for the Authorized payment that references the name of Authorized User and arrange for a separate unique line merchant description for the convenience and/or service fee that references Contractor and the nature of the fee.
• Upon request by the Authorized User, assign to Authorized User one or more identification numbers or passwords for Authorized User’s use in obtaining the card services. Once such identification number(s) or password(s) have been delivered to Authorized User by Contractor, the use and confidentiality of such numbers and/or passwords shall be the sole responsibility of Authorized User. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit E.1: Service Pricing
Category 1: Credit and Debit Card Service Pricing (Tier Pricing based on Transactions) Pricing for all Authorized Users during the first year of this Agreement is Tier 1 identified in the table below. Future MSA pricing will be determined using the methodology identified below in Pricing Disclosure.

Service Pricing:

Services Unit
Tier 1
# of
Transactions
Range:
1-125,000,000
Tier 2
# of
Transactions
Range:
125,000,001-
150,000,000
Tier 3
# of
Transactions
Range:
150,000,001-
175,000,000
Tier 4
# of
Transactions
Range:
175,000,001-
200,000,000
Tier 5
# of
Transactions
Range:
200,000,001+

1. Authorization Fee Per Transaction $0.025 $0.024 $0.023 $0.022 $0.02

2. AMEX Authorization
Fee
(Pass Through
Cost Per
Transaction)
$0.025 $0.024 $0.023 $0.022 $0.02

3. Chargeback Fee Per Transaction $5.00 $5.00 $5.00 $5.00 $5.00

4. Voice Authorization Per Transaction $0.75 $0.75 $0.75 $0.75 $0.75

5. Cybersource Gateway
& Processing (Transit
Only)
Per Transaction $0.03 $0.03 $0.03 $0.03 $0.03

6. Foreign Network Fee
(IP SSL) Per Transaction $0.03 $0.03 $0.03 $0.03 $0.03

7. Converge
Tokenization Per Transaction $0.05 $0.04 $0.03 $0.02 $0.01 Pricing Disclosure
Category 1: Credit and Debit Card Service Pricing (Tier Pricing based on Transactions) #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Beginning on the Agreement Effective Date, all Authorized Users collectively under the MSA will be assigned to Tier 1, as identified on Exhibit E.1 - Service Pricing. The Transactions included in the Transaction count are the aggregate number of all Visa, MasterCard, Discover, and debit transactions processed by Contractor for all Authorized Users. Once annually, one (1) month prior to the anniversary date, Contractor will review the combined Authorized Users’ Transaction count data for the prior twelve (12) months and, upon the first day of the month following the annual anniversary date, will apply the applicable pricing tier to all Authorized Users. The State will issue an amendment, reflecting the effective Tier.

American Express counts are not included in determining the tiers, however, their pricing will be adjusted and mirror that of the Visa, MasterCard, Discover and debit transactions.
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit E.2: Equipment and Software Pricing
Equipment Pricing:

Equipment Type
(Terminals, POS, Pin Pads, Printers,
Imprinter)
Description
Elavon
Product
Code
MSRP Unit Price
(1-49) Unit Price (50+)

1. Smart Terminals/POS
Talech Moby M120 Smart terminal MB120 $621.00 $589.95 $558.90 Poynt 5 Wi-Fi Smart terminal PYT5 $308.00 $292.60 $277.20 Newland 910 Smart terminal N910 $539.00 $512.05 $485.10

2. Pin Pads
Ingenico Desk 1500 Pin Pad D150 $189.00 $179.55 $170.10 Ingenico Link 2500 Pin Pad L250 $189.00 $179.55 $170.10 Ingenico Lane 3000 Pin Pad LAN300 $259.00 $246.05 $233.10 Ingenico Lane 5000 Pin Pad LAN500 $399.00 $369.05 $259.10

3. Terminal (Desktop)
Ingenico Desk 3500 Terminal D350 $229.99 $218.49 $206.99 Ingenico Desk 5000 Terminal D500 $431.00 $406.45 $387.90

4. Wireless Terminals
Ingenico Move 5000 4G1 Wireless Terminal M500U $499.00 $474.05 $449.10 SIM Card SIM Card 250SC $10.00 $10.00 $10.00
Monthly Wireless Fee Monthly Wireless
Access Fee
$20.00 $20.00 $20.00
Ingenico Move 5000 Bluetooth Bluetooth M500B $499.00 $474.05 $449.10 Ingenico Move 5000 with Charging Base Bluetooth and 4G M500BTP $606.00 $575.70 $545.40

5. Printers
Star 300 (Bluetooth) SM300 $343.00 $309.00 $309.00
Star 230i Bluetooth SM230 $332.00 $299.00 $299.00
Star 654 (USB) SP364 $325.00 $308.75 $292.50
Star 143 (LAN) SP143 $325.00 $308.75 $292.50
Imprinters IMPR $21.00 $21.00 $21.00
1 Note: Wireless Terminal requires SIM Card and Monthly Wireless Fee #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Software Pricing:

Software Description MSRP Unit Price (1-49) Unit Price (50+) Monthly Fee Gateways Gateways Licensing $199.00 $149.00 $149.00 $5.00 #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit E.3: Equipment Specifications

1. Smart Terminals/POS
Specification Talech Moby M120 Poynt 5 Wi-Fi Newland 910 Picture:

Elavon Product
Code:

MB120 PYT5 N910
Brand/Model
Number:

Ingenico: PMT-808-
08862B
P0501 N7G-G77DXE0000
Description: Tablet POS provides
enterprise-class
features, including
Corning® Gorilla®
Glass with a
capacitive
touchscreen, a long
battery life (7,000
mAh) and seamless
high-volume
payment acceptance
capabilities.

Wireless, handheld
smart terminal
designed for a fast,
easy, and delightful
mobile checkout
experience.

Customizable and
scalable, offering
easy integration
with many existing
POS systems.

State-of-the-art smart
POS. Everything
you need to process
payments through
different methods
and dramatically
simplify the whole
payment process.

Color: Black Black Gray
Dimensions: 350 x 207 x 18.5 mm
12” (Screen size)

76.3 mm x 154.0 mm
x 25.4 mm
190mm (L) x 81mm
(W) x 54.9mm (H)
Weight: 1130g (tablet without
POS)
201.6g 440g including
battery
Connector: WiFi
Bluetooth
WiFi
Bluetooth
WiFi
Bluetooth
Additional Feature:
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

2. Pin Pads
Specification Ingenico Desk
1500
Ingenico Link
2500
Ingenico Lane
3000
Ingenico Lane
5000
Picture:

Elavon Product
Code:

D150 L250 LAN300 LAN500
Brand/Model
Number:

Ingenico:

PPD34311368C
Ingenico:

PMF30910412A
Ingenico:

PRD30310878B
Ingenico:

PRB32611578I
Description: The compact
Desk/1500 fits
easily on any
counter, with
options for
either a
mounted or
unmounted
terminal to suit
the available
desktop
space.

Featuring a
pocket-sized,
light weight and
robust design
the Link/2500
is the perfect
business
acceptance
point for mobile
solutions.

Designed for
retail usage, the
Lane/3000 is
featured
with a heavy-duty
magstripe and
smartcard
readers
optimized to
boost transaction
speeds. Its very
large
dedicated
contactless card
reader zone
speeds up
checkout times
for customers.

With its compact
and
robust design, it
integrates into
any retail
environment.

Conceived for
intensive retail
usage, the
Lane/5000
features a
durable
signature -
capacitive
screen, heavyduty magstripe
and smartcard
readers
optimized for
transaction
speed.

Color: Black Black Black Black
Dimensions: 7.08x3.26x1.69'' 5.07 x 2.75 x

0.67''

3.26’’ x 7.08’’ x

1.69 7.4’’ x 4.3’’ x

1.9’’
Weight: 8.95 oz 5.46 oz 8.89 oz 12.3 oz
Connector: • USB • USB Type C • USB
• Serial
• USB
• Serial
Additional
Feature:
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

3. Terminals (Desktop)
Specification Ingenico Desk
3500
Ingenico Desk
5000
Picture:

Elavon Product
Code:

D350 D500
Brand/Model
Number:

Ingenico:

PCD30010305R
Ingenico:

DES500-
USELA04A
Description: Featuring intuitive
card readers and
applications
menu, it provides
a seamless
payment
experience.

The responsive
keypad improves
PIN entry
combined with the
advanced outer
casing make the
Desk/5000 very
robust, to suit with
the most
demanding
situations.

Color: Black Black
Dimensions: 7.3x2.6x3.2x2.6'' 7.3x2.6x3.2x2.6''
Weight: 12 oz 12 oz
Connector: • USB
• Serial
• USB
• Power Supply
Additional
Feature:
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

4. Wireless Terminals
Specification Ingenico Move
5000 4G
Ingenico Move
5000 Bluetooth
Ingenico Move
4G & Bluetooth
with Charging
Base
Picture:

Elavon Product
Code:

M500U M500B M500BTP
Brand/Model
Number:

Ingenico:

PWB32011420R
Ingenico
PWB32011466R
Ingenico
Description: Designed for both
indoor and
outdoor use, the
Move/5000 4G is
the perfect
business
companion
for hospitality,
retail and small
merchants,
creating a
seamless mobile
shopping
experience.

Designed for both
indoor and
outdoor use, the
Move/5000
Bluetooth is the
perfect business
companion
for hospitality,
retail and small
merchants,
creating a
seamless mobile
shopping
experience.

Ingenico Move
5000 with
Charging Base.

Power supply and
Terminal.

Connectivity to
Bluetooth,
Ethernet, phone,
and 4G. Great for
an additional
charging area
where social
distancing is in
place.

Color: Black Black Black
Dimensions: 6.6x3.1x2.2" 6.6x3.1x2.2" 6.7x3.2 1 x 2.3”
Weight: 11 oz 11 oz 13oz
Connector: • USB
• Power Supply
• USB
• Power Supply

8. USB, IP,
Bluetooth,
& 4G

9. Power
Supply
Additional
Feature:
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

5. Printers
Specification Star 300
Bluetooth
Star 230i
Bluetooth
Star 654 (USB) Star 143 (LAN)
Picture:

Elavon
Product Code:

SM300 SM230 SP364 SP143
Brand/Model
Number:

Star:
39634010-
SMT300IDB50
Star:
39632110-
SMS230IUB40
Star:
39449670-
TSP654IIU-24
Star: 39464910-
TSP143IIILAN
Description: Bluetooth
Receipt and
Label printer
with AutoReconnect
A compact,
lightweight,
high-speed
two inch
Bluetooth
and USB
portable
printer.

Direct Thermal
Kiosk, Tablet
POS and
Traditional
POS Receipt
Printers.

Software-driven
thermal POS
receipt printer to
provide an immediate
plug & play application.

Color: Gray / Black Dark Gray Dark Gray or Ultra
White
Dimensions: 120 x 130.5 x

58.3 120 x
132.2 x 58.3

1.7 x 3.1 x

4.5”
142 x 203.5 x
132
142 x 204 x 132mm
Weight: 442g 7.65oz 1.60kg 1.68kg
Connector:

Additional
Feature:
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit F: Equipment and Software

1. EQUIPMENT & SOFTWARE
Each Authorized User is responsible for defining its equipment and software needs, desired operating objectives, and desired operating environment under this MSA.

Authorized Users will work with their designated Contractor to determine the appropriate equipment and software needs to meet their specific business and system requirements.

When purchasing or disposing of equipment, State Authorized Users must adhere to all applicable state laws, regulations, policies, best practices, and purchasing authority requirements, California Codes, Code of Regulations, State Administrative Manual, Management Memos, State Contracting Manual and Purchasing Authority Manual.

2. GENERAL STATEMENT OF WORK
Contractor shall provide all Point of Sale (POS) equipment and software as needed to implement new or upgrade current system in terms of functionality and technical architecture at the rates provided in Exhibit E.2: Equipment and Software Pricing. All references to software herein are to software provided by Contractor hereunder, and not to third party software acquired or used by an Authorized User. a. Newly Manufactured Goods
All purchased equipment, including components and accessories, under this MSA shall be newly manufactured equipment. Used or reconditioned equipment is prohibited except as a replacement provided at no cost and only after the one-year warranty period has expired.
b. POS Equipment Implementation Plans
Contractor staff will map, migrate, test and clean-up the essential data required for the POS System to function; complete training of Authorized User’s staff; and other tasks necessary for use of the POS System by the Authorized User. The Implementation Plan for the POS equipment will address discovery1, installation instructions, training, testing and certification.

Contractor shall coordinate with Authorized Users to develop an implementation schedule to determine that Authorized Users have all the appropriate supplies, space, and time required for the discovery, installation, training, and testing. c. Service Provider Back-end System Software
Contractor must successfully integrate the POS equipment between Authorized User’s internal system and their affected locations.
d. POS System Architecture Software Requirements
At no additional cost to the Authorized User, Contractor shall:
• Provide new versions, upgrades, modifications and enhancements of Software. • Make necessary modifications, adjustments, and repairs to keep the software operating without interruptions, to correct latent deficiencies with respect to the 1 Method used to clearly understand and document the technology, business issues, and resources required to successfully implement all or part of an electronic payment acceptance system.
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

software specifications, and to comply with applicable federal laws and regulations.

Contractor must provide advanced written notice of scheduled interruptions or maintenance to Authorized Users and maintenance should occur during Authorized User’s non-business hours. The software must be available at a minimum of 99.9% of the time (excluding maintenance downtime).
• Provide software modifications for operation with the infrastructure for the term of the contract.
• Provide new versions of the software to keep the Authorized User abreast of the Contractor’s current software product. Notification of major software releases and a summary of system enhancements or revisions will be provided with new software releases. Documentation must describe, in a user-friendly manner, what the Authorized User needs to know to understand each level on which the software operates.
• Provide modifications and enhancements that (1) will be delivered installed or installable, on the Authorized User’s system, (2) must operate without program interruptions and (3) must provide the functions as required by the specifications and as described by documentation supplied by the Contractor. e. POS Equipment Authentication Software
The Contractor shall provide the software necessary for authentication and initialization so that the device is recognized by the Authorized User’s system. The software must be pre-loaded to the device, allowing the device to initialize to the back end.
f. Integrated Front-end POS System Work Stations
• The Contractor shall develop an Integrated Front-end POS System Work Stations and Peripherals plan that documents interchangeability, re-configuration of latest revisions or versions, and delivery requirements for spares. • All equipment and software shall be configured to the latest revision or version. • All equipment and software shall be interchangeable with their corresponding device.
g. POS Replacement Plan
The Contractor shall work with Authorized Users to develop a Scheduled Replacement Plan that documents what equipment gets replaced, when it gets replaced, the logistics of removal and installation, and the required testing. After initial warranty period, under the scheduled replacement plan, Authorized Users shall have the option of replacing equipment with an identical unit at the lower of the market price at time of replacement or with a compatible yet more capable unit at the current market price, if such a unit exists. The cost of replacement after initial warranty period and after the equipment meets the minimum service life, shall be borne by the Authorized User under a scheduled replacement plan.
h. Maintenance and Repair Support
The Contractor must provide maintenance and repair support twenty-four (24) hours per day, 365 days per year to assist the Authorized User in optimizing its POS equipment. The Contractor shall provide a wide range of services from telephone to on-site support, equipment exchange according to the Authorized User’s equipment type, and enable efficient problem resolution with experienced on-site and remote technical support. On-site technical support is dependent upon the Authorized User’s #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Subsidiary Agreement and upon mutual agreement between the Authorized User and Contractor.

The Contractor shall have repair policies and procedures in place to prevent illegal activity during the repair process. All parts, equipment, and firmware must be up-todate and readily available. In addition, only authorized components may be used. i. Warranty
The Contractor (not the manufacturer) shall provide a one-year warranty for all equipment/software newly purchased from the Contractor. The Contractor’s obligation shall be to repair or replace the defective product during the warranty period at no charge to the Authorized User. The cost of replaced devices during the one-year warranty period shall be borne by the Contractor. Such repair or replacement will be rendered by the Contractor or by one of its authorized repair depots. Cost for shipment of said products to the Contractor shall be paid by the Contractor. The Contractor will then ship the repaired/replaced product to the Authorized User, at no cost to the Authorized User. Repaired products will be warranted for the remainder of the original one-year warranty period from the date of original retail purchase. Equipment replaced with new equipment will start a new one-year warranty period at the time of installation.

The Contractor may replace the defective product (or any part thereof) with any product that is substantially equivalent (or superior) in all material respects to the defective product.
j. Exchange Services
The Contractor will provide exchange support Monday through Friday from 8:00 a.m. through 5:00 p.m. PST. Contractor will ship replacement the same day support call is received and schedule next day delivery to the Authorized User. If call is received after 3:00 p.m. PST, replacement is shipped the following business day. Shipping and return of equipment shall be provided at no additional cost to the Authorized User. k. Delivery
All prices offered shall be F.O.B. destination, freight prepaid by the Contractor, to the ordering agency’s final receiving point. Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

Deliveries are to be made to the location specified on the individual order, which may include but is not limited to, inside buildings, high-rise office buildings, and receiving docks.

Delivery of ordered product shall be completed within thirty (30) calendar days (or sooner) after receipt of an order, unless otherwise agreed to by the ordering agency.

Since receiving hours for each ordering agency will vary by facility, it will be the Contractor’s responsibility to check with each facility for their specific delivery hours before delivery occurs.
#1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

The Contractor must notify the ordering agency within forty-eight (48) hours of scheduled delivery time if delivery cannot be made within the time frame specified on the order.

3. SECURITY STANDARDS
All equipment and software must meet the following security standards as applicable: PCI Compliance, POS Compliance Security, P2PE certified, POS Physical Security, POS Decommissioning Security, and POS Deployment, Repair and Tracking Security. a. POS Compliance Security
• The Contractor shall adhere to applicable PCI standards and procedures to ensure the following:
• The POS device has been tested and it is an approved Tamper-Resistant Security Module (TRSM) (approved as a TRSM by the network or PCI standards company). • The device has been inspected for tampering before the encryption keys are injected.
• At a minimum a DUKPT or Triple DES key that was created under the principles of dual control and split knowledge has been injected into the device before Personal Identification Numbers (PINs) are entered. (Dual Control means that at least two authorized individuals are required to work in partnership to carry out an activity, such as generating, storing, or loading the clear text components of a key. Split Knowledge means that no single individual knows, or has access to, a whole entity, be it all the clear-text components of a key, or the combination of a safe where key components are stored.) Asymmetric cryptography is recommended. • Each device will have unique keys.
b. POS Physical Security
Contractors shall adhere to security measures during storage, servicing and shipping to ensure that the POS machine is properly managed and protected in a way that addresses and manages risks of attacks against it. These security measures manage and protect against theft and illegal modification. These measures shall also protect the cardholder’s PIN entry privacy. POS devices should be inventoried and placed in secured, locked and monitored areas.
c. POS Deployment, Repair and Tracking Security
The Contractor shall ensure that applicable PCI standards and procedures will cover terminal inventory and tracking controls during all phases of its lifecycle:
• the manufacturing phase; while in transit and testing; the key injection process and the installation commissioning process; operation (Authorized User phase); and • when offline - storage, repair or inactivity periods. d. POS Decommissioning Security
Contractor shall provide training and technical support to enable Authorized Users to “Zero” POS devices due for decommissioning, if such decommissioning is possible with the equipment chosen. Decommissioned POS devices have their cryptographic keys safely removed when the terminal is de-installed and the device is then “zeroized” with no remaining encryption keys or data contained within them. Certain equipment may need to be returned to Contractor for decommissioning at the Authorized User’s cost.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

4. OTHER PROVISIONS
a. Buy Back Program
The Contractor shall offer Authorized Users a large-scale buyback and upgrade program, providing for the return marketable equipment towards purchase discounts or upgrade to newer technology, on a case-by-case basis.
b. Recycling
Contractor will issue call tags for returned and/or swapped equipment for the State.

Equipment will be returned to Contractor’s designated facility at the cost of the contractor and will be processed pursuant to the recycle/disposal laws applicable to the location of the Contractor’s facility.
c. Equipment Recall
Contractor will notify Authorized Users if a purchased item is affected by a product recall. Contractor will provide instructions on how to return or replace the equipment at no additional cost to the Authorized User.
d. Substitutions
Substitution of contracted deliverables require advanced written consent of the Authorized User.
e. Inspection
All deliverables may be subject to final inspection, test and acceptance by the Authorized User at destination, notwithstanding any payment or inspection at source. f. Damaged and Defective Items
Contractor will provide credit and/or replacement for freight-damaged or defective items at no charge within forty-eight (48) business hours, or as agreed upon by Authorized User, after the Authorized User provides notification. This also includes incorrect products shipped or an order entry error by the Contractor’s customer service representative. The Contractor cannot require the Authorized User to deal directly with the manufacturer. Additionally, the Contractor shall provide the Authorized User with a prepaid and self-addressed label for the return of the item. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit G: Definitions
Term Definition

1. Adjustments A debit or credit to a Cardholder or Authorized User account to correct a transaction error.

2. Affiliate Any entity that controls, is controlled by, or is under common control of a party, including its subsidiaries.

3. Agreement The Master Service Agreement (“MSA”) which includes the Std. 213 form, all Exhibits and all mutually agreed upon
amendments thereto.

4. Associations or
Payment Networks
Any:
(a) Credit Card Association (defined as (i) Visa.; (ii) MasterCard; (iii) American Express;
(iv) Discover Network; and any successor organization or association to any of the foregoing);
(b) E F T Network (defined as (i) Interlink Network Inc., Maestro U.S.A., Inc., STAR Networks, Inc., NYCE
Payments Network, LLC, PULSE Network LLC,
ACCEL/Exchange Network, Alaska Option Services
Corporation, Armed Forces Financial Network, Credit
Union 24, Inc., NETS, Inc., and SHAZAM, Inc.; and any
successor organization or association to any of the
foregoing);
(c) ECS Association (defined as Visa (in its operation of the Visa POS Check Service),
N A C H A and any regional ACH association or network,
the Federal Reserve (in its processing of ACH entries or Demand Drafts or other legal replacements or substitutes for a Paper Check, including under the Check Clearing
for the 21st Century Act or under applicable provisions of the Uniform Commercial Code; and any successor
organization or association to any of the foregoing)

5. Association Rules or
Payment Networks
Rules (or Payment
Network Regulations)
The rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by Associations designated in this Agreement.

6. Authorization The process by which the Authorized User requests approval of a transaction from the issuer by electronically accessing Contractor’s computerized system, unless such system is inoperable or otherwise not accessible, in which case the Authorized User shall utilize the designated toll-free telephone number, to obtain credit approval from the Card issuing bank before completion of the Card transaction.

7. Authorized User (i) State of California government agencies that participate in this MSA (“State Authorized Users”), and (ii) Local government agencies that participate in this MSA (“Local Authorized #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Term Definition
Users”), as further defined in Exhibit A, Section 1 or 12 of the MSA.

8. Authorized User
Resources
All equipment, communications devices, databases, services, systems and other resources that Authorized User maintains or operates in Authorized User’s or its third party hosting provider’s locations and which enable Authorized User to access and use the Services.

9. Automated Clearing
House (ACH)
The funds transfer system governed by the rules of NACHA.

ACH allows financial institutions to clear interbank entries electronically.

10. Bank An institution offering financial services, such as the safekeeping of money, conversion of domestic into and from foreign currencies, lending of money at interest, and
acceptance of bills of exchange.

11. Bankruptcy
Proceeding
With respect to an entity, (i) that the entity or any subsidiary of such entity will: (a) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal
bankruptcy laws (as now or hereafter in effect); (b) file or be subject to a petition seeking to take advantage of any other applicable state or federal laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body; (c) consent to or fail to contest, in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws; (d) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a trustee, receiver, custodian, liquidator, or similar entity of such entity or of all or any substantial part of its assets, domestic or foreign; (e) admit in writing its inability to pay its debts as they become due; (f) make a general assignment for the benefit of creditors; (g) make a conveyance fraudulent as to creditors under any applicable state or federal laws; or (h) take any action for the purpose of effecting any of the foregoing; or (ii) that a case or other proceeding will be commenced against the entity or any subsidiary of such entity in any court of competent jurisdiction, or through any regulatory agency or body, seeking: (x) relief under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition, or adjustment of debts; or (y) the appointment of a trustee, receiver, custodian, liquidator or the like of such entity or of all or any substantial part of the assets, domestic or foreign, of such entity or any other similar conservatorship or #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Term Definition
receivership proceeding instituted or administered by any regulatory agency or body.

12. Batch A grouping of transactions captured by the Authorized User and submitted to their Acquirer for settlement and funding. A batch is usually an entire day’s activity.

13. Business Day A day (other than Saturday or Sunday) on which Banks are generally open for business.

14. Cancels When an Authorized User stops a transaction before the transaction has been sent to the processor through a
settlement.

15. Card Brands (i) Visa; (ii) Mastercard; (iii) American Express Travel Related Services Company, Inc.; (iv) Discover Network; (v) Diners Club International Ltd.; (vi) JCB International Co., Ltd.; (vii) China UnionPay Co., Ltd; and (viii) any other organization or association that hereafter contracts with Contractor to authorize, capture, and settle Transactions effected with Credit Cards issued or sponsored by such organization or association, and any successor organization or association to any of the foregoing.

16. Card Not Present The processing environment where the Payment Device is not physically presented to Authorized User by the Cardholder as the form of payment at the time of the Transaction.

17. Card or Payment
Device
As any device or method used for the purpose of obtaining credit or debiting a designated account including a credit card (associated with a revolving line of credit), debit card (associated with an electronic debit to the Cardholder’s account), and any other financial transaction device or method, including an Electronic Gift Card (special stored value card), check (whether converted into electronic form or used as a source document for an electronic fund transfer), electronic benefits transfer card, stored value card, “smart” card, or other device created to be used for the purpose of obtaining credit or debiting a designated account, that is now or hereafter effected through Charges with Authorized Users.

18. Cardholder The individual whose name appears on the Card or in whose name a Card has been issued, and any person who purports to be an authorized user of such Card.

19. Cardholder Data The meaning is stated in the Payment Card Industry (PCI) Data Security Standard (DSS) and Payment Application Data
Security Standard (PA-DSS) Glossary of Terms, Abbreviations, and Acronyms.

20. Charge See Transaction definition.

21. Chargeback The procedure by which the funds from a Sales Draft or other indicia of a Card transaction (or disputed portion thereof) are returned to the cardholder by the issuing bank. The Payment Network will debit the Servicers the chargeback amount to #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Term Definition
make the issuer whole. The Servicers in turn will recoup the chargeback amount from the Authorized User.

22. Contractor Elavon, or its affiliates providing services hereunder.

23. Convenience Fee A fee assessed to the Cardholder for an added convenience of the use of a payment card in a transaction in accordance with the Payment Networks Rules.

24. Credit Card A card or device bearing the symbol of any Card Brand and associated with a revolving line of credit that can be used to purchase goods and services from Authorized User or to pay an amount due to Authorized User.

25. Credit Voucher The evidence of a refund or price adjustment by the State or Authorized User to a Cardholder's Card account in connection with a prior purchase by such Cardholder using a Card,
regardless of whether the form of such evidence is in paper, electronic, or otherwise.

26. Customer A client of Authorized User who elects to conduct a payment Transaction with Authorized User through presentation of a Payment Device (including a Cardholder).

27. Data Breach Unauthorized access to, use, disclosure or exfiltration of any Cardholder Data or Transaction Information provided by
Authorized User and received by Contractor in connection with Authorized User’s use of the Services under the Agreement.

28. Debit Card A card or device bearing the symbols of one or more EFT Networks or Card Brands, which may be used to purchase
goods and services from Authorized User or to pay an amount due to Authorized User by an electronic debit to the
Cardholder’s designated deposit account. A “Debit Card” includes (i) a card or device that bears the symbol of a Card Brand and may be used to conduct signature-based, offline debit Transactions; and (ii) a card or device that bears the symbol of an EFT Network and can be used to conduct PINbased, online debit Transactions.

29. Demand Deposit
Account (DDA)
The commercial checking account at an ACH participating financial institution designated by Authorized User to facilitate payment for Transactions, Chargebacks, returns, adjustments, fees, fines, penalties, assessments and charges from the Payment Networks, and other payments due under the
Agreement.

30. Discover DFS Services LLC

31. Discover Network The payment network operated and maintained by Discover.

32. EFT Networks (i) Interlink Network Inc., Maestro U.S.A., Inc., STAR Networks, Inc., NYCE Payments Network, LLC, PULSE Network LLC,
ACCEL/Exchange Network, Alaska Option Services
Corporation, Armed Forces Financial Network, Credit Union 24, Inc., NETS, Inc., and SHAZAM, Inc.; and (ii) any other
organization or association that hereafter authorizes Contractor #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Term Definition
or a third party designated by Authorized User to authorize, capture, and settle Transactions effected with Debit Cards, and any successor organization or association to any of the foregoing.

33. Elavon Data Breach A Data Breach that (i) originated within data operating systems controlled by Elavon, (ii) occurred due to a breach of the Agreement by Elavon, (iii) was not attributable to any act or omission of Authorized User or its Service Providers, and (iv) does not relate to any Authorized User provided data in user defined fields not required by Elavon or used to perform the Services.

34. Elavon Materials The specifications, documentation, application programing interfaces (APIs) and other interfaces, nonpublic or proprietary data import routines, sample code and materials provided to Authorized User to enable Authorized User to perform its obligations or exercise its rights under the Agreement, including integration to the Services.

35. Electronic Gift Card
(EGC)
A special stored value card provided by or on behalf of Authorized User that is redeemable for merchandise, services or other Transactions.

36. Equipment Purchased Equipment and other devices, equipment and hardware provided to Authorized User under the Agreement.

37. Excessive Activity The occurrence, during any monthly period, of Chargebacks or Retrieval Requests in excess of 1% of the gross dollar amount of Authorized User’s Transactions or returns in excess of 2.5% of the gross dollar amount of Authorized User’s Transactions.

38. Gateway The transfer of information between a payment portal (such as a website, mobile phone or interactive voice response service) and the Front-End Processor or acquiring bank.

39. Gateway Services The hosted gateway services provided by Contractor, as further described in the Operating Guide.

40. Government/Public
Institution Service
Fees (GPISF)
The fee charged by Elavon or Authorized User, at Authorized User’s election, to Customers conducting Eligible Transactions (as defined in the Operating Guide) where Authorized User is operating in an eligible MCC. GPISF include fees referred to as a “service fee”, where the fee is processed as a separate Transaction from the underlying purchase or payment
Transaction.

41. Intellectual Property
Rights
Worldwide patents, trade secrets, copyrights, trademarks, service marks, trade names, and all other intellectual property rights and proprietary rights, including all rights or causes of action for infringement or misappropriation of any of the foregoing.

42. Issuer The financial institution or other entity that issued the Credit Card or Debit Card to the Cardholder.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Term Definition

43. Laws All applicable local, state, and federal statutes, regulations, ordinances, rules, and other binding law in effect from time to time.

44. Local Governmental
Agency
Any city and/or county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds).

45. Marks Names, logos, service marks, trademarks, trade names, taglines, or other proprietary designations belonging to the Associations.

46. Mastercard MasterCard International Incorporated

47. Operating Guide Contractor’s Operating Guide (formerly the “Merchant Operating Guide” or “MOG”), located at www.mypaymentsinsider.com and https://www.merchantconnect.com/CWRWeb/pdf/MOG_Eng.pdf
(or such other website that Contractor may specify), that prescribes rules and procedures governing Transactions and Authorized User’s use of the Services.

48. Payment Device Any device or method used for the purpose of obtaining credit or debiting a designated account including a Credit Card, Debit Card, and any other financial transaction device or method to be used for the purpose of obtaining credit or debiting a designated account.

49. Payment Gateway See Gateway definition.

50. Payment Network Any Card Brand, EFT Network, ECS Association or automated clearing house association, governmental agency or authority, and any other entity or association that issues or sponsors a Payment Device or PayPal Payment Device (as defined in the Operating Guide) or operates a network on which a Payment Device is processed.

51. Payment Network
Regulations
See Association Rules or Payment Networks Rules (or
Payment Network Regulations) definition.

52. PCI-DSS The Payment Card Industry Data Security Standards.

53. Point to point
encryption (P2PE)
A solution that allows enterprises to create secure
communication links between devices or components within those devices that prevent intermediate devices from having exposure to sensitive information that is transiting the network.

54. POS Device A terminal, software or other point-of-sale device at an Authorized User location that conforms to the requirements established from time to time by Contractor and the applicable Payment Network.

55. Processing Services Services other than Gateway Services.

56. Purchased Equipment The devices, equipment and hardware purchased by Authorized User from Contractor under the terms of the
Agreement.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Term Definition

57. Retrieval A request that occurs when a Cardholder requests more information about a transaction or a legible copy of the signed Sales Draft or Transaction Receipt.

58. Return or Reversal A financial transaction used to negate or cancel a transaction.

59. Sales Draft or
Transaction Receipt
Evidence of a purchase of goods or services by a Cardholder from the Authorized User using a Card, regardless of whether the form of such evidence is in paper, electronic or otherwise, all of which must conform to Association Rules.

60. Security Programs The PCI-DSS, including the Cardholder Information Security Program (CISP) of Visa, the Site Data Protection Program (SDP) of Mastercard, the Data Security DISC Program and the PCI-DSS regulations of Discover Network, and the security programs of any other Payment Network, and any modifications to, or replacements of, such programs that may occur from time to time.

61. Service Provider Any entity that stores, processes, transmits or accesses Cardholder Data or Transaction Information on behalf of Authorized User or that provides software to Authorized User for transaction processing, storage, or transmission, except to the extent such services are performed by the entity in its capacity as a third-party contractor of Contractor performing Contractor’s obligations under the Agreement. Contractor thirdparty contractors are not Service Providers.

62. Services The services Contractor provides to Authorized User pursuant to the Agreement.

63. Settlement The process of submitting transactions to a Contractor for processing, and the subsequent transferring funds for sales and credits between Contractors and Issuers, including the final debiting of a Cardholder's account and crediting an Authorized User’s account.

64. Settlement Account or
ZBA or DDA
An account at a financial institution designated by the Authorized User as the account to be credited by Servicers for Card transactions, and other amounts due hereunder.

65. Servicers Collectively Contractor and Bank.

66. State Governmental
Agency
Any State of California governmental agency, department, bureau, board or commission within the Executive and NonExecutive Branches of California State Government.  State Judicial Branch: Justices, officers, and employees of the Supreme Court of California, the Courts of Appeal, the Judicial Council of California and the State BAR of
California.
 State Legislative Branch: Members of the State Senate, Members of the State Assembly, and Legislative staff
members.

67. Subsidiary Agreement The Authorized User’s duly executed Std. 213, or appropriate equivalent contract form for Local Authorized Users, and any #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Term Definition
attachments or amendments thereto, describing the selected MSA services and any particular requirements of the Authorized User.

68. Substitutions The action of replacing something with another thing.

69. Transaction Any action between Authorized User and a Cardholder or Payment Network that results in transmission of Cardholder Data or Transaction Information (e.g. payment, purchase, refund, return, chargeback, authorization request, settlement submission, transaction inquiry, decryption, conversion to and from tokens).

70. Transaction
Information
Any data or information resulting from a Transaction.

Transaction Information includes payment processing-related transactional information that may be collected or stored by Contractor, including the price paid for products or services, date, time, approval, unique transaction number, store identifier, and Customer bank information relating to a Transaction.

71. United States The United States of America.

72. Updates All updates, revisions, patches, fixes, new releases, and other improvements or changes to any Services provided to
Authorized User under the Agreement.

73. Users Authorized User’s employees or contractors designated by Authorized User to access and use the Services.

74. Visa Visa U.S.A., Inc.

75. Voids A transaction that is canceled after it has been authorized but before it has been settled.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit H: Special Terms and Conditions

1. SERVICES AGREEMENT
The Agreement governs Authorized User’s receipt and use of the Services selected by Authorized Users in the Subsidiary Agreement or Set Up Form.

2. OPERATING GUIDE
In addition to the terms of the Agreement, Authorized User will comply with the Operating Guide (https://www.merchantconnect.com/CWRWeb/pdf/MOG_Eng.pdf) applicable to each selected Service. Contractor may change the Operating Guide by providing the State’s Contract Administrator with at least thirty (30) days prior written notice of the change. However, in the event of changes in the Association Rules or due to security reasons, certain changes in Card procedures may become effective on shorter notice. If Contractor changes their Operating Guide during the term of the Agreement, and such changes are not mandated by an Association or governing body of rules or guidelines, the change will be subject to review and approval by the State and Authorized User within sixty (60) days of receipt of change notice. Failure of the State or Authorized Users to object, and continuation of Card acceptance hereunder, will constitute the State’s and Authorized Users’ acceptance of the new Operating Guide.

The State and/or any Authorized User may provide notice to terminate for convenience as provided in Exhibit A, Section 28, if any changes to Operating Guide and/or Association Rules are unacceptable. While it is intended that the Operating Guide will supplement this Exhibit H, if there is any conflict between the terms of this Agreement and the Operating Guide, the terms of this Agreement will govern.

Terms in the Operating Guide which conflict with this Agreement, California laws, and regulations will not apply. Furthermore, the State and Authorized Users shall not be bound by any terms and conditions in the Operating Guide or “click-through” terms and conditions that provide for (i) arbitration, (ii) the indemnification of any party, (iii) the governing law or venue requirements, (iv) the waiver of any applicable statute of limitations period, (v) that incorporate any terms or conditions by reference, or (vi) any term or condition that conflicts with the terms and conditions of this Agreement.

3. AUTHORIZED USER AFFILIATES
Authorized User Affiliates may use the Services so long as they comply with all restrictions, obligations, and requirements imposed on Authorized Users.

4. TERMINATION
a. Right to Terminate:

Contractor has the right to send the Authorized User a notice specifying the default in the following sections (i) - (iv) and providing the Authorized User an opportunity to cure the breach within a period of time no less than thirty (30) days (Cure Period). If the breach is not cured within the Cure Period, then Contractor has the right to terminate the Subsidiary Agreement by notice to the Authorized User, with termination to be effective no less than thirty (30) days following the end of the Cure Period.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

i. Excessive Activity;
ii. The acceptance of Card Not Present or Convenience Fee Transactions without inclusion in the Subsidiary Agreement or an amendment to the Subsidiary Agreement;
iii. Authorized User has failed to pay Contractor an undisputed amount owed to Contractor under the Subsidiary Agreement (in which case, the Cure Period shall be extended to sixty (60) days);
iv. Authorized User failed to perform a material obligation under the Agreement. b. Contractor may terminate the Subsidiary Agreement immediately in writing if any of the following occur:
i. The levy, garnishment or attachment of the DDA, or any of Local Authorized User’s property in Contractor’s possession;
ii. Any change, not approved by Contractor, that constitutes a material change in the types of goods or services Contractor sells or in the methods by which Contractor sells them, or any change that results in Authorized User’s violation of Contractor’s underwriting policy;
iii. Any Payment Network or application of Payment Network Regulations requires Contractor to terminate the Agreement or cease processing Transactions for an Authorized User;
iv. Assignment of the Subsidiary Agreement without Contractor’s written consent; v. The commencement of a Bankruptcy Proceeding by or against the Authorized User;
vi. Any representation by the Authorized User in Exhibit H, Section 12 is false or misleading in any material respect as of the date made or becomes false or misleading in any material respect at any time during the Term of the Subsidiary Agreement.
vii. The occurrence of a Data Incident as described in Exhibit H, Section 16(e).

5. ACCOUNT CLOSING
a. Authorized User acknowledges that closing Authorized User’s account with Contractor may take up to thirty (30) calendar days following Contractor’s receipt of written notice of account closing.
b. All obligations of a party regarding Transactions serviced prior to termination will survive termination.

6. USERS; ACCESS; SECURITY OF PASSWORDS AND USER IDs
a. Authorized User will be responsible for the distribution of all passwords and user IDs issued to any User and for maintaining the confidentiality and security of User’s passwords and user IDs. Authorized User will ensure that the access granted to each User to the Services is limited to only the access and information necessary for the User to perform his or her job functions on behalf of Authorized User. Authorized User will ensure that all Users will be trained and qualified to access and use the Services in accordance with the terms of the Agreement and the Operating Guide. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Authorized User is responsible for its Users’ compliance with the terms of the Agreement, the Operating Guide, and for all use of any user ID and password other than by Contractor or Contractor’s third-party contractors or use by third-parties of user IDs and passwords obtained by such third parties from Contractor or Contractor’s third-party contractors.
b. Authorized User will not, and will ensure that its Users do not:
i. Access or use the Services for any purposes other than for its own internal business purposes (except as authorized by Contractor) as disclosed to Contractor in writing;
ii. modify, reverse engineer, disassemble or decompile any part of the Services or Elavon Materials;
iii. knowingly transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, malicious code, or other harmful or deleterious computer code, files or programs to or through the Services; provided, that Authorized User will use commercially reasonable measures (at least industry standard) to screen for the foregoing;
iv. interfere with or disrupt the servers or networks connected to or providing the Services;
v. remove, change or obliterate the copyright, trademark or other proprietary protection legends or notices that appear in connection with access to and use of the Services or any Elavon Materials; or
vi. re-sell, republish, download, frame or transmit the Services or Elavon Materials, including in order to act as a consultant for any third party or, unless otherwise permitted under the Agreement, as a service bureau, outsourcing or application service provider for any third parties, or otherwise allow any third party to use or access the Services.
c. Authorized User is responsible for changing the user IDs and passwords of its Users if it believes that any of those user IDs or passwords have been stolen or might otherwise be misused and for disabling any User’s IDs and passwords promptly upon the termination of employment of such User or the cessation of such User’s need to access the Services. Authorized User will promptly notify Contractor if Authorized User believes the Services or Contractor’s databases have been compromised by use of a user ID or password associated with the Services.

7. FEES
a. Compensation: Authorized User will compensate Contractor for all fees and other amounts due for the Services and Equipment in accordance with the Contract Exhibits B and E.
b. Other Amount Owed: To the extent not prohibited by law, Authorized User will be responsible for any fines, penalties, assessments, or charges by the Payment Networks (including all fines, penalties, assessments, or charges by the Payment Networks as a result of an Authorized User’s violation of Payment Network Regulations), attributable to the Agreement (other than those directly attributable to Contractor’s acts or omissions).
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c. Taxes: If a Local Authorized User is a tax-exempt entity, Local Authorized User will provide Contractor with an appropriate certificate of tax exemption. If no certificate is provided, the Local Authorized User will pay all taxes and other charges imposed by any governmental authority on the Services and Equipment provided under the Agreement.
d. Demand Deposit Account: Authorized User will establish and maintain one (1) or more DDAs to facilitate payment to Contractor in accordance with Exhibit B, Section

1. Contractor has the right to rely on written instructions submitted by Authorized User requesting changes to the DDA. If Authorized User changes the DDA, the ACH authorizations established under this Subsidiary Agreement will apply to the new account, and Authorized User will provide Contractor such information regarding the new DDA as Contractor deems necessary to effect debits from or credits to the DDA as provided under the Subsidiary Agreement. It may take Contractor up to ten (10) business days after Contractor’s receipt of a written notice from Authorized User to reflect in Contractor’s system any change to Authorized User’s DDA.

8. MODIFICATIONS AND DISCONTINUANCE OF SERVICES
Contractor may modify the Services or particular components of the Services from time to time and will use commercially reasonable efforts to notify Authorized User of any material modifications. If Contractor ceases to make a Service selected by Authorized User generally available to its merchant customers (a “Discontinued Service”), Contractor may cease providing such Discontinued Service to Authorized User upon one hundred eighty (180) days’ advance written notice. Contractor will negotiate an amendment to the MSA to incorporate the modification or discontinuance of services. If new terms that materially conflict with or supplement existing terms are necessary for operation, Contractor will deliver such new terms to the State to negotiate an amendment to the MSA incorporating said terms.

9. COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS a. General: Contractor and Authorized User will comply with all Laws and Payment Network Regulations applicable to the selected Services. b. Office of Foreign Assets Control Compliance: Authorized User acknowledges that Contractor is an entity governed by the Laws of the United States of America and as such, cannot provide any products or services to Authorized User or its Customers that contravene the Laws of the United States of America, including the Laws promulgated by OFAC or the United States Department of the Treasury or any successor thereto.
c. Export Laws Compliance: Authorized User will comply with all United States export Laws governing the export and re-export of hardware, software or technology applicable to the Services and Equipment, including United States Department of State International Traffic In Arms Regulations (ITAR), United States Foreign Corrupt Practices Act, United States Commerce Department’s Export Administration Regulations, OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and Laws promulgated by OFAC or the United States Department of the Treasury or any successor thereto. Authorized User will not, and will not request Contractor to, export, directly or indirectly, any technical data pursuant to the Subsidiary Agreement or any product using any such data to any country for which the United States Government or any agency thereof at the time of #1..
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Agreement Number 5-22-70-22-01

export requires an export license or other governmental approval without first obtaining such license or approval.
d. Customer Identification: To help the United States Government fight the funding of terrorism and money laundering activities, federal law requires financial institutions and their affiliates to obtain, verify, and record information that identifies each person who opens an account. Accordingly, Authorized User will provide certain information and identifying documents requested by Contractor to allow Contractor to identify Authorized User.

10. CONFIDENTIALITY; DATA SECURITY AND USE
a. Data Security and Use:
i. Security Programs Compliance: Contractor and Authorized User will each comply with the applicable requirements of the Security Programs. ii. PCI-DSS Attestation: Authorized User may review Contractor’s current PCI-DSS compliance status on the Payment Network websites as available. Contractor will undergo an annual assessment of its compliance with the Security Programs and, if applicable to the Services provided under the Agreement, the Payment Application Data Security Standards. If Authorized User requires additional information, Contractor will work with Authorized User to provide information as mutually agreed to by both parties.
iii. Elavon Data Breach: If an Elavon Data Breach occurs, then Contractor will comply with all Laws and Payment Network Regulations with respect to such Elavon Data Breach, including providing the required reporting and forensic audits to the Payment Networks, and, unless prohibited by law enforcement or the Payment Networks, will inform Authorized User of such Elavon Data Breach.

Contractor will not pass-through or require Authorized User to be liable to Contractor for any fees, fines, penalties, assessments, or charges levied against Contractor by the Payment Networks in connection with an Elavon Data Breach.

Unless otherwise required or directed under Law, the Payment Network Regulations, or a Payment Network, Contractor will not (i) contact or inform any Customer of whose data may have been the subject of an Elavon Data Breach of the occurrence of the Elavon Data Breach, or (ii) publicly disclose that information provided by Authorized User to Contractor was the subject in any part of an Elavon Data Breach. If Contractor is legally obligated or the Payment Network Regulations or Payment Networks require Contractor to contact Customers as part of an Elavon Data Breach, Contractor will limit the notices to such Customers to those required by the legal obligation, the Payment Network Regulations, or the Payment Networks, or as approved by Authorized User.
iv. Cardholder Data and Transaction Information:
a) Contractor and Authorized User will ensure the security of Cardholder Data and Transaction Information in accordance with all Laws and Payment Network Regulations. Contractor and Authorized User will retain Cardholder Data and Transaction Information for the duration required by Laws and the Payment Network Regulations and thereafter will destroy, in a manner that will render the information unreadable, all such information that is no longer necessary or appropriate to maintain for ordinary business purposes. #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

b) Authorized User will not disclose Cardholder Data to any third party, except to a Service Provider, unless required by Laws or the Payment Network Regulations. Authorized User will not retain or store magnetic stripe or CVV2/CVC2/CID data after authorization for any purpose. After authorization, Authorized User will retain only the Customer account number, name, and card expiration date if Authorized User has a reasonable business purpose to retain such information and is otherwise in compliance with the Agreement. If there is a failure or other suspension of Authorized User’s business operations, including any Bankruptcy Proceeding, Authorized User will not sell, transfer, or disclose Cardholder Data to third parties, and Authorized User will (a) return this information to Contractor, or (b) provide acceptable proof of destruction of this information to Contractor.
c) Contractor acknowledges that Authorized User may collect information about Authorized User’s Customers as part of an Authorized User sales transaction (e.g., price paid, time, store identifier, SKU information) regardless of the Customer’s payment type and not in connection with the Services, and that the Agreement does not restrict Authorized User’s retention, use or disclosure of such information even though some of that information may overlap with elements of Transaction Information.
d) Unless otherwise prohibited by Law, any applicable regulations, Payment Network Regulations, Payment Networks, or PCI DSS, Cardholder Data, Transaction Information, and information regarding Authorized User, its principals, or Affiliates, or that Contractor otherwise obtains in connection with the Agreement may be:
1) Used by Contractor and its Affiliates, third-party contractors, agents, and referral partners (a) to provide the Services and related functions to Authorized User and to respond to any further application for Services, (b) for administrative purposes and to maintain Authorized User’s account pursuant to the Agreement, and (c) for Contractor’s internal fraud and compliance monitoring;
2) Disclosed and shared by Contractor for reporting purposes to credit rating agencies and to the financial institution where the DDA is maintained; 3) Used to enhance or improve Contractor’s products or services generally; 4) Used or disclosed by Contractor in the course of any sale, reorganization or other change to Contractor’s business, subject to appropriate confidentiality agreements;
5) Collected, used and disclosed by Contractor as required by Laws (e.g., for tax reporting or in response to a subpoena); and
6) Retained for such periods of time as Contractor requires to perform its obligations and exercise its rights under the Agreement.

Contractor may prepare, use, and share with third parties, aggregated, nonpersonally identifiable information derived from Transaction Information (so long as such information cannot be identified to Authorized User) that is #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

combined with similar information from all of or specific segments of Contractor’s other customers.

11. PROPRIETARY RIGHTS
As between Contractor and Authorized User, Contractor retains all right, title and interest in and to the Services, Elavon Materials, Updates, and all Intellectual Property Rights in any of the foregoing. Authorized User will not acquire any ownership interest or license rights (except such rights as are expressly stated in the Agreement (including the Operating Guide)) in or to the Services, Elavon Materials, Updates, or Intellectual Property Rights in any of the foregoing.

12. REPRESENTATIONS AND DISCLAIMERS
a. Contractor Representations: Contractor represents to Authorized User the following as of the Effective Date of the Subsidiary Agreement:
i. Organization: Contractor is a corporation validly existing and duly organized under the laws of the state of Georgia with all authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where Contractor conducts business, in compliance with all Laws and Payment Network Regulations.
ii. Authority and Power: Contractor has the power to execute and perform the Agreement. The person executing the Agreement is duly authorized to bind Contractor to all provisions of the Agreement and such person is authorized to execute any document and to take any action on Contractor’s behalf which may be required to carry out the Agreement. Further, the signing and performing in accordance with the Agreement will not violate any Laws or conflict with any other agreement to which Contractor is subject.
iii. No Litigation: There is no action, suit, or proceeding pending or, to Contractor’s knowledge, threatened, which if decided adversely would impair Contractor’s ability to carry on its business substantially as now conducted or which would materially and adversely affect Contractor’s financial condition or operations. b. Authorized User Representations: Authorized User represents to Contractor the following as of the Effective Date of the Subsidiary Agreement:
i. Organization and Information: Authorized User is validly existing and duly organized under the laws of the jurisdiction in which it was formed with all authority, qualifications, licenses and registrations necessary to conduct its business, in all jurisdictions where Authorized User conducts business, in compliance with all Laws and Payment Network Regulations. All written information provided in the Subsidiary Agreement, and enrollment forms, as applicable, and in any other document submitted to Contractor is true and complete and properly reflects the business, financial condition and ownership of Authorized User in all material respects.
ii. Authority and Power: Authorized User has the power to execute and perform the Agreement. The person executing the Subsidiary Agreement is duly authorized to bind Authorized User and each Authorized User Affiliate to all provisions of the Subsidiary Agreement as if each Authorized User Affiliate had #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

executed the Subsidiary Agreement, and such person is authorized to execute any document and to take any action on behalf of Authorized User that Contractor requires to carry out the Subsidiary Agreement. Further, the signing and performing in accordance with the Subsidiary Agreement will not violate any Laws or conflict with any other agreement to which Authorized User is subject. iii. Business Use: Authorized User is obtaining and using the Services from Contractor to facilitate lawful business Transactions between Authorized User and its Customers, and using the DDA only for lawful business purposes. c. No Viruses, Etc.: Contractor will not code or insert into any portion of the Services, and will use commercially reasonable efforts to ensure that no Service will otherwise contain, any computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other malicious codes or instructions that may be used to access, modify, delete, damage or disable the Services or Authorized User’s or any third party’s software, firmware, computer system or devices.

13. AUTHORIZED USER RESPONSIBILITIES
Authorized User will be responsible for any sale of goods or services resulting in a Transaction processed under the Agreement.

14. THIRD-PARTY VENDORS
a. Authorized User Service Providers and Authorized User Resources i. Authorized User may want to use a Service Provider to assist with Transactions.

Authorized User will cause each Service Provider and applicable Authorized User Resource to undergo testing, approval and certification by Contractor before Authorized User uses such Service Provider or applicable Authorized User Resource in connection with accessing or using the Services. Authorized User will ensure that each Service Provider or applicable Authorized User Resource maintains certification and compatibility with the Services and that each Service Provider and applicable Authorized User Resource is fully compliant with all Laws, Payment Network Regulations, and Security Programs. Failure of Authorized User’s systems, including Authorized User’s point-of-sale system or property management system, or any Service Provider systems to maintain certification under this Section or to be compatible and function with the most recent version of the Services will excuse Contractor from all liability and all of its obligations under the Agreement to the extent that Contractor’s provision of the Services is impaired by such failure.
ii. As between Contractor and the Authorized User and to the extent not prohibited by law, the Authorized User is responsible for any violations of the Agreement that result from the acts or omissions of Authorized User’s Service Providers and any other person who obtains access to Transaction Information from Authorized User or access to systems under Authorized User’s or Service Provider’s control (excluding acts or omissions to the extent attributable to Contractor’s breach of the Agreement, negligence, or willful misconduct).
iii. Contractor is not responsible for Service Providers or for the products or services offered by Service Providers, nor is it responsible for any Transaction until #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Contractor receives complete data for the Transaction in the format required by Contractor.
iv. Contractor may terminate a Service Provider’s access to or ability to integrate with Contractor’s products, services, and systems immediately without prior notice if the termination results from:
a) The Service Provider’s breach of any Laws or Payment Network Regulations, b) The requirement of any court order or Payment Network or application of Payment Network Regulations to the Services,
c) Contractor’s reasonable determination that the Service Provider poses an unacceptable security risk to Contractor, Authorized User or any Payment Network, or
d) The Service Provider’s failure to maintain certification to Contractor or the expiration or termination of any agreement between Contractor and the Service Provider specific to certification to Contractor with respect to the Services.
b. Liability for Direct Agreement with Third Party: Contractor has no responsibility for, and will have no liability to Authorized User or the State in connection with, any hardware, software or services Authorized User receives subject to a direct agreement (including any sale, warranty or end-user license agreement) between Authorized User or the State and a third party, including any Service Provider, even if Contractor collects fees or other amounts from Authorized User with respect to such hardware, software or services (and such third party will not be considered a third party contractor of Contractor).
c. Elavon Third-Party Contractors: Contractor may use third-party contractors in connection with the performance of its obligations under the Agreement. Contractor will be responsible for the performance of its obligations hereunder notwithstanding any use of or delegation of any responsibility to any Contractor third-party contractor.

Contractor is responsible for any violations of the Agreement that result from the acts or omissions of its third-party contractors.

15. GENERAL PROVISIONS
a. Construction: The headings used in the Agreement are inserted for convenience only and will not affect the interpretation of any provision. Each provision is to be construed as if the parties drafted it jointly. The word “day” will mean “calendar day”, unless specifically stated otherwise.
b. Notices: See Contract Exhibit A, Section 23. Notices to Contractor shall be directed to Elavon at 7300 Chapman Highway, Knoxville, TN 37920, with a copy to Two Concourse Parkway, Suite 800, Atlanta, GA 30328 Attn: General Counsel, or such other addresses as Contractor may designate in writing. c. Bankruptcy: Authorized User will immediately notify Contractor of any Bankruptcy Proceeding initiated by or against Authorized User. Authorized User will include Contractor on the list and matrix of creditors as filed with the bankruptcy court, whether or not a claim may exist at the time of filing. Authorized User acknowledges that the Agreement constitutes an executory contract to make a loan, or extend other #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

debt financing or financial accommodations to, or for the benefit of Authorized User, and, as such, cannot be assumed or assigned in the event of Authorized User’s bankruptcy.
d. Telephone Recording: For quality assurance and training purposes, Authorized User authorizes Contractor to monitor and record customer service telephone conversations at any time, subject to Laws and applicable disclosures if required. e. Waiver: None of the failure to exercise, the delay by Contractor to exercise, or the partial exercise of any right under the Agreement or Subsidiary Agreement by Contractor will operate as a waiver or estoppel of such right, nor will such amend the Agreement or Subsidiary Agreement.
f. Survival: All of the obligations of each party that by their nature should survive termination or expiration of the Agreement or Subsidiary Agreement in order to achieve its purposes, will survive and remain binding upon and for the benefit of the parties.
g. Counterparts; Electronic Delivery: The Agreement or Subsidiary Agreements may be signed in one or more counterparts, each of which will constitute an original and all of which, taken together, will constitute one and the same agreement. Signed counterparts may be delivered by fax or electronic means (e.g., .pdf documents via email), and will constitute signed originals. h. Business Continuity: Contractor will maintain and adhere to business continuity plans that are commercially reasonable within the industry for the Services.

16. PROCESSING SERVICES TERMS
a. Authorized User Compliance: Authorized User will not submit Transactions for processing to Contractor for any businesses, materially different products, or methods of selling other than those stated in the Subsidiary Agreement or Set Up Form without Contractor’s prior written consent.
b. MATCHTM and Consortium Merchant Negative File: Authorized User acknowledges that Contractor may be required to report Authorized User’s business name and the name of Authorized User’s principals to the MATCHTM listing maintained by MasterCard and accessed by Visa, to the Consortium Merchant Negative File maintained by Discover, if applicable, or to any other negative or terminated merchant file of any other Payment Network, if applicable, pursuant to the requirements of the Payment Network Regulations. Authorized User specifically consents to Contractor’s fulfillment of the obligations related to the listing of Authorized User and Authorized User information in such databases, and Authorized User waives all claims and liabilities Authorized User may have as a result of such reporting.
c. Remedies Cumulative: The rights conferred upon Contractor in this Section are not intended to be exclusive of each other or of any other rights and remedies of Contractor under the Agreement, at law or in equity. Rather, each and every right of Contractor under the Agreement, at law or in equity, is cumulative and concurrent and in addition to every other right.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

d. Authorized User Information:
i. Authority: Authorized User authorizes Contractor to make, upon receipt of the Subsidiary Agreement or Set Up Form and from time to time, any business credit or other inquiries it considers reasonably necessary to review the Authorized User or continue to provide Services under the Agreement.

Authorized User also authorizes any person or credit reporting agency to compile information to answer those business credit inquiries and to furnish that information to Contractor.
ii. Financial Information: At Contractor’s request, Authorized User will provide Contractor audited financial statements prepared by an independent certified public accountant selected by Authorized User, or if Authorized User is audited by a governmental authority, then Authorized User will provide financial statements from such governmental authority. Within one hundred twenty (120) days after the end of each fiscal year or in the case of a governmental entity, when available), Authorized User will furnish Contractor, as requested, a financial statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year, each audited as provided above. Authorized User will also provide Contractor such interim financial statements and other information as Contractor may request from time to time. iii. Providing Information. Authorized Users must provide to Contractor promptly, upon request, information about finances and operations, provided, however, that, with respect to State Authorized Users, the posting of such financial information at the http://www.ebudget.ca.gov website (or any successor website thereto) shall be deemed to fulfill this requirement. e. Authorized User Data Incident:
i. Notice and Investigation: Authorized User acknowledges that Cardholder Data and bank account information it obtains in connection with any Transaction is the property of the financial institution that issued the Payment Device or holds the Customer’s account. Authorized User will notify Contractor within 24 hours (and if notice is given orally, it must be confirmed in writing within the same 24-hour period) if Authorized User knows or suspects that Cardholder Data, Customer information, or Transaction Information has been accessed or used without authorization from Authorized User or systems within Authorized User’s control (a “Data Incident”). The notice must include:
a) A detailed written statement about the Data Incident including the contributing circumstances,
b) The form, number and range of compromised account information, c) Specific account numbers compromised, and
d) Details about the ensuing investigation and Authorized User’s security personnel who may be contacted in connection with the Data Incident.

Authorized User will fully cooperate with the Payment Networks and Contractor in the forensic investigation of the Data Incident. Within seventytwo (72) hours of becoming aware of the Data Incident, Authorized User will engage the services of a data security firm acceptable to the Payment #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Networks and to Contractor to assess the vulnerability of the compromised data and related systems. Authorized User will provide weekly written status reports to Contractor until the forensic audit is complete. Authorized User will promptly furnish updated lists of potential or known compromised account numbers and other documentation or information that the Payment Networks or Contractor may request. In addition, Authorized User will provide all audit reports to Contractor, and such audits must be completed to the satisfaction of the Payment Networks and of Contractor. Elavon may, in its sole discretion, suspend or terminate Card Processing Services for any Authorized User that experiences a Data Incident.
ii. Preservation of Records: If there is a Data Incident, Authorized User will take immediate steps to preserve all business records, logs and electronic evidence relating to the Data Incident. Authorized User will cooperate with Contractor to rectify, correct and resolve any issues that may result from the Data Incident, including providing Contractor with (and obtaining any necessary waivers for) all relevant information to verify Authorized User’s ability to prevent future data incidents in a manner consistent with the Agreement.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit H.1: Authorized User Set Up Form
Request a copy of the State of California - Authorized User Set Up Form (MSA 5-22-70-22- 01, Exhibit H.1) by emailing the Elavon administrator.
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

Exhibit I: Mass Transit Terms (Local Authorized Users Only)

1. MASS TRANSIT SERVICES
Contractor will make available to Local Authorized Users the Mass Transit Services. The Mass Transit Services are part of a “pay as you go” model where the fare for each journey may not be known at the point at which the contactless card is tapped on the transit reader. Regardless of whether the fare is known or not, tap data is accumulated, and the total fare amount is calculated and charged by the Local Authorized User at the end of the travel period. For the purposes of this Exhibit, the definition of Payment Network Rules will include the Visa Contactless Transit Implementation Guide, the Visa Contactless Transit Terminal Requirements and Implementation Guide, and any other applicable transit Payment Network Rules, all as may be amended.

2. CONTRACTOR’S RESPONSIBILITIES
When providing the Mass Transit Services, Contractor’s services will be limited to the following:
a. Provide authorization, clearing and settlement processing activities for Transactions from the transit Local Authorized User, more specifically, authorization, Local Authorized User funding, Transaction reconciliation, chargeback/fraud dispute processing, interchange billing, and Local Authorized User statement generation/delivery.
b. Provide Settlement and reporting services as outlined in Exhibit A, Section 5(b) of the Agreement (as amended) and any other applicable obligations of Contractor under the Agreement (other than those outlined in this Exhibit, below).

3. LOCAL AUTHORIZED USER’S RESPONSIBILITIES
When using the Mass Transit Services, Local Authorized User will:
a. Provide or contract with a Service Provider to provide the Mass Transit merchant requirements (including card readers and equipment, authentication, expiry date check, deny list check, new card check, fare calculation, deny list management, exception handling, customer service, and debt recovery) as required under the Payment Network Rules.

4. PRICING
Local Authorized Users will pay monthly, and in arrears, Mass Transit Service fees identified in the pricing matrix provided in Exhibit E.1: Service Pricing. Contractor will pass through to Local Authorized User any special or discounted interchange assessment rates from Visa and MasterCard specifically negotiated for the State.

5. TERMINATION OF MASS TRANSIT SERVICES
a. Contractor has the right to send the Local Authorized User a written notice specifying a default of Exhibit I and providing the Local Authorized User an opportunity to cure the breach within a period of time no less than thirty (30) calendar days (“Cure Period”). If the breach is not cured within the Cure Period as stated in the notice, then Contractor has the right to terminate Mass Transit Services or terminate the Local Authorized Users’ Subsidiary Agreement in its entirety, by written notice to the Local Authorized User with termination to be effective not less than thirty (30) days #1..
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01

following the end of the Cure Period. Termination of one Local Authorized User under this Exhibit I will not affect other Local Authorized Users. b. In addition, Contractor may cease providing the Mass Transit Services if Contractor’s agreement with Cybersource terminates, provided that Contractor: (i) has made all efforts to cure any issues with Cybersource to allow the agreement to continue; (ii) provides the State Contract Administrator and Local Authorized Users with a minimum 60 calendar days written notice of the termination; and (iii) cooperates with the Local Authorized Users to obtain the right for the Local Authorized Users to continue using the services through Cybersource.
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1 STATE OF CALIFORNIA MSA #5-22-70-22-01

LOCAL AUTHORIZED USER ADDENDUM
Pursuant to Exhibit A, Section 12(e) of the Agreement, the following terms are added to the Agreement for Local Authorized Users:

1. DIRECT DEBIT. If Authorized User selects Direct Debit on the Set Up Form, Contractor will debit its fees and other amounts due for the Services (including chargebacks, adjustments and other amounts owed) under the Agreement from the DDA (or, if applicable, the Reserve Account), once each day or month for the Authorized User’s daily or monthly activity, as applicable, or such amount will be deducted from the funds due Authorized User under the Agreement.

2. RESERVE ACCOUNT.
a. Establishment. If a Reserve Event (defined below) occurs, Contractor may establish a Reserve Account in the Reserve Amount (defined below) to provide security and a source of funds to pay Contractor for all amounts that Authorized User may owe under this Agreement.

Contractor will have sole control of the Reserve Account, and, upon Authorized User’s delivery of funds to Contractor for creating credits in the Reserve Account (or Contractor’s crediting the Reserve Account with amounts that otherwise would have been paid to Authorized User), Authorized User will have no further property interest in such funds (or rights to payment) other than with respect to a contingent right to payment from Contractor as described in this Agreement upon the termination of the Reserve Account.
b. Reserve Amount. The “Reserve Amount” is equal to the aggregate dollar value of: [(average % credits to processing volume during the same period plus average % Chargebacks to processing volume during the same period) multiplied by four] multiplied by [average monthly processing volume] plus [one month’s average fees] plus [number of days delayed delivery multiplied by the average day’s processing volume]. For purposes of this calculation, the number of days delayed delivery means the number of days between the date on which the Cardholder’s Payment Device is charged and the date the product is shipped to the Cardholder (if the goods are being shipped) or the date the Cardholder receives the product or service.

Further, for purposes of this calculation, Contractor will determine the applicable period considering factors such as Authorized User’s Transaction volume and seasonality. c. Reserve Event. The following will constitute “Reserve Events”:

1. Fraudulent activity in any monthly period that equals or exceeds 1% of Authorized User’s average monthly volume over the preceding 12-month period;

2. Chargebacks in any monthly period that equal or exceed 1% of the total dollar value of incoming items to Contractor;

3. Contractor’s reasonable belief that Authorized User, if not approved by Contractor to engage in delayed delivery transactions, has accepted deposits but has not delivered the goods or services;

4. The commencement of a Bankruptcy Proceeding by or against Authorized User;

5. Termination of the Agreement for any reason or the occurrence of an event listed in Exhibit H, Section 4 of the Agreement giving Contractor the right to terminate the Agreement;

6. Nonpayment of amounts owed by Authorized User to Contractor; #1..
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2 7. Fines, assessments, or charges imposed or reasonably expected to be imposed by the Payment Networks;

8. The occurrence of a material adverse change in Authorized User’s financial condition;

9. Assignment of the Agreement by Authorized User in violation of Exhibit C, Section 3 of the Agreement; and

10. Revocation, termination, expiration or non-renewal of any guaranty, indemnity agreement, letter of credit or any other Alternate Security (defined below) provided in connection with the Agreement, if applicable.
d. Funding. Contractor may fund the Reserve Account up to the Reserve Amount by any of the following means:

1. Contractor may require Authorized User to transfer funds to Contractor for credit to the Reserve Account;

2. Contractor may debit the DDA and provide a corresponding credit to the Reserve Account; or

3. Contractor may credit to the Reserve Account amounts it would otherwise be obligated to credit to Authorized User.
e. Use of Funds in Reserve Account. Contractor may apply credits in the Reserve Account against any outstanding amounts Authorized User owes under the Agreement. Additionally, Contractor may debit the Reserve Account to exercise its rights under the Agreement, including its rights of set-off and recoupment to collect any amounts due to Contractor. f. Termination of Reserve Account. Credits in the Reserve Account will remain in the Reserve Account, and will be used only to pay amounts due to Contractor, until Authorized User has paid in full all amounts owing or that may be owed under the Agreement, including all Chargebacks, returns, adjustments, fees, fines, penalties, assessments and charges from the Payment Networks, and any other payments due under the Agreement. In no event will Authorized User be entitled to a payment from Contractor in an amount equal to the credits remaining in the Reserve Account before 270 days following the effective date of termination of the Agreement. Notwithstanding the foregoing, if Contractor determines that the Reserve Event that gave rise to the establishment of the Reserve Account has been sufficiently cured, then Contractor may terminate the Reserve Account or release credits from the Reserve Account, or both, prior to the termination of the Agreement. g. Alternate Security. In lieu of or in addition to establishing and crediting a Reserve Account, Contractor may accept an alternative form of security (“Alternate Security”) for the purpose of providing a source of funds to pay Contractor for all amounts owed by Authorized User.

Contractor may at any time reevaluate Alternate Security it previously accepted and require funding of a Reserve Account so that the amount of credits in a Reserve Account, taken together with amounts represented by any Alternate Security Contractor accepts, equals the Reserve Amount.

3. RECOUPMENT AND SET-OFF. Contractor has the right of recoupment and set-off, and may offset any outstanding or uncollected amounts owed to it hereunder from:
a. Any amounts it would otherwise be obligated to deposit into the DDA; b. The Reserve Account by reducing the credits thereto; and #1..
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3 c. Any other amounts it may owe Authorized User under the Agreement.

4. TRIBAL GOVERNMENTS. If Authorized User qualifies as a federally recognized or acknowledged tribal government or an instrumentality thereof, then Authorized User expressly and irrevocably provides a limited waiver of its sovereign immunity (and any defense based thereon) from any suit, action or proceeding or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, exercise of contempt powers or otherwise) brought by Contractor relative to disputes between the Contractor and Authorized User under the Agreement in the exclusive jurisdiction of the State or Federal Courts in California. Without prejudice to the limited waiver of sovereign immunity provided in the Agreement, no other waiver of Authorized User’s sovereign immunity from suit may be implied from any action or document. Authorized User waives any requirement for Contractor to exhaust tribal court remedies that might otherwise require, as a matter of law or comity, that a dispute be heard first in the tribal court of Authorized User. The waivers and consents described in this Section will inure to the benefit of the parties hereto. The parties will be entitled to all available legal and equitable remedies, including the right to specific performance, money damages and injunctive or declaratory relief. The waivers of sovereign immunity and of the obligation to exhaust tribal court remedies and the consents to jurisdiction contained in this Section are irrevocable and will survive termination of the Agreement. Authorized User covenants that it has obtained and will maintain in effect all authorizations and consents necessary to grant the waiver of sovereign immunity and the obligations to exhaust tribal court remedies contained herein.

5. PAYMENT NAVIGATOR SERVICES. If Authorized User is using Payment Navigator Services, then Authorized User agrees that it will be responsible for all losses in connection with claims arising from alleged infringement of patent, copyright or other intellectual property right, or misappropriation of trade secrets, of any third party by Payment Navigator as modified or altered by Authorized User, its partners, employees, agents or contractors, or the use of any data submitted by Authorized User.

Agreed and accepted
___________________________________,
[print or insert Authorized User Agency Name]
(“Authorized User”):

By:

Name:

Title:

Date:

ELAVON
By:

Name:

Title:

Date:
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State of California

MASTER SERVICE AGREEMENT

USER INSTRUCTIONS
***MANDATORY***
Effective Date: 6/1/2022

TITLE DESCRIPTION
TITLE/DESCRIPTION: Electronic Payment Acceptance Services CONTRACT NUMBER: 5-22-70-22-01 Elavon, Inc.

CONTRACT TERM: 06/1/2022 through 06/1/2027
CONTRACT CATEGORY IT Services
MAXIMUM ORDER LIMIT: Unlimited, unless otherwise specified by approved delegated purchasing authority (Refer to Section 5.C)
FOR USE BY: State and Local Governmental Agencies

STATE CONTRACT
ADMINISTRATOR:

Lynnell Cuthbertson
(279) 799-3844
[email protected]
Authorized Users are instructed to carefully review these User Instructions in their entirety. For questions, please contact the Department of General Services, Procurement Division (DGSPD) State Contract Administrator and reference the “Title/Description” and/or Contract Number listed above. Changes to this document will be issued through a User Instructions revision. ___________ORIGINAL ON FILE_____________
Lynnell Cuthbertson, State Contract Administrator

PROCUREMENT DIVISION
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

SUMMARY OF CHANGES
Supplement
Number Revision Description Effective
Date
N/A Original User Instructions posted. 06/01/2022
All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

Table of Contents
SUMMARY OF CHANGES ..................................................................................................2 USER INSTRUCTIONS........................................................................................................5

1. SCOPE AND OVERVIEW...........................................................................................5

2. CONTRACT AVAILABILITY........................................................................................5 A. State Agencies .................................................................................................5 B. Local Governmental Agencies..........................................................................5

3. CONTRACT ADMINISTRATORS ...............................................................................6 A. State Contact....................................................................................................6 B. Contractor Contact ...........................................................................................6 C. Problem Resolution/Contractor Performance...................................................6

4. CONTRACT INFORMATION ......................................................................................7 A. Master Agreement (Contract) Documents........................................................7 B. Agreement Term...............................................................................................7 C. Available Products and Services ......................................................................7 D. Requirements for American Express® Card Acceptance.................................7 E. Contractor Pricing.............................................................................................8 F. Electronic Payment Deposits and Settlement ..................................................8 G. SB/DVBE Participation .....................................................................................8 H. Operating Guide ...............................................................................................8

5. CONTRACT USAGE/RULES (State Agencies Only)..................................................8 A. Adherence to Applicable Laws .........................................................................8 B. Purchasing Authority ........................................................................................8 C. Order Limits/Dollar Thresholds.........................................................................9 D. Agreement Summary........................................................................................9 E. Certification of Payment Options – Military & Veterans Code §§999.5 and 999.7(a) (SB588) .......................................................................................................................9

6. ORDERING PROCEDURES.....................................................................................10 A. Subsidiary Agreement Development Process ................................................10 B. Subsidiary Agreement Requirements.............................................................11 C. Subsidiary Agreement Execution and Distribution .........................................12

7. IMPLEMENTATION ..................................................................................................12 A. Authorized User Set Up Form ........................................................................12 B. Set Up Process...............................................................................................12 #1..
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

C. Testing............................................................................................................12

8. INVOICING AND PAYMENT.....................................................................................13 A. Payment Terms ..............................................................................................13 B. Payee Data Record (State Agencies Only) ....................................................13 C. CAL-Card Use ................................................................................................13 ATTACHMENT A - Contractor Information.....................................................................14 #1..
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

USER INSTRUCTIONS

1. SCOPE AND OVERVIEW
The Electronic Payment Acceptance Services (EPAY) Master Service Agreement (MSA) provides electronic payment acceptance services at contracted pricing to the State of California and participating local governmental agencies (referenced herein as “Authorized Users”). The EPAY MSA consists of one (1) Agreement (referenced herein as “individual EPAY MSAs”):

MSA Contract Contractor
MSA 5-22-70-22-01 Elavon, Inc.

The individual EPAY MSAs were established by the Department of General Services, Procurement Division (DGS-PD) in accordance with Government Code §6160-6166 and allow Authorized Users to accept payment made by means of a credit card or other payment devices. Electronic payment acceptance service categories offered include:
 Category 1 – Credit and Debit Card Processing
Throughout this document, the term “Authorized Users” will refer to all state agencies and local governmental agencies eligible to utilize the MSA as defined in Exhibit G of the EPAY MSA. Instructions exclusive to state agencies or local governmental agencies are identified within the applicable section.

2. CONTRACT AVAILABILITY
A. State Agencies
1) Use of this Agreement is mandatory for State of California agencies acquiring credit and debit card payment acceptance services offered in Category 1 (Credit and Debit Card Processing).

B. Local Governmental Agencies
1) Use of this Agreement is optional for local governmental agencies. 2) Pursuant to Public Contract Code §10298-10299, a local government agency is any city, county, district, or other local governmental body or corporation empowered to expend public funds for the acquisition of goods, information technology, or services.

Reference to local government agencies will also include the California State Universities (CSU) and University of California (UC) systems, school districts, and community colleges.
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

3) Each local governmental agency shall determine whether use of this Agreement is consistent with its procurement policies and regulations. 4) Local governmental agencies have no authority to amend, modify or change any condition of the MSA except those areas specifically identified in MSA 5-22-70-22-01 Exhibit A, Section 12 (e) (with Elavon, Inc.).
5) Local governmental agencies may be subject to credit approval by the EPAY MSA Contractor.

3. CONTRACT ADMINISTRATORS
The State and EPAY MSA Contractors contract administrators, assigned as single points of contact for problem resolution and related contract issues, are listed below.

A. State Contact
Contact
Information State Contract Administrator
Contact Name: Lynnell Cuthbertson
Phone: (279) 799-3844
Email: [email protected]
Address: DGS/Procurement Division
Attn: Lynnell Cuthbertson
707 Third Street, 2nd Floor, MS 202
West Sacramento, CA 95605
B. Contractor Contact
Contact
Information MSA 5-22-70-22-01
Contractor: Elavon, Inc.

Contact Name: Beverly Baker
Phone: (502) 933-8406
E-Mail: [email protected]
Refer to Attachment A for additional EPAY MSA contact information.

C. Problem Resolution/Contractor Performance
Authorized Users should first attempt to resolve complaints, issues, or disputes informally with the EPAY MSA Contractor. If the issue or dispute cannot be resolved #1..
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

by the Authorized User, the issue may be elevated to the DGS-PD State Contract Administrator.

4. CONTRACT INFORMATION
A. Master Agreement (Contract) Documents
The EPAY MSA contract documents are posted on the Cal eProcure website. To obtain copies click on the links below:

MSA Contract Contractor
MSA 5-22-70-22-01 Elavon, Inc.

B. Agreement Term
1) EPAY MSA term is listed in Attachment A.
2) Authorized User Subsidiary Agreements shall be executed on or before the expiration date of the MSA and may continue for up to twelve (12) months beyond the MSA expiration date.

C. Available Products and Services
1) The EPAY MSA Contractor will provide electronic payment acceptance services in accordance with the terms and conditions of its MSA. The available service categories provided by each EPAY MSA Contractor are as follows:

Service Category Description MSA 5-22-70-22-01
(Elavon, Inc.)
Category 1 – Credit and Debit Card Processing Yes
Refer to the EPAY MSA for a complete description of services. 2) If Authorized User elects to have a Service Provider provide convenience and/or service fees, then the Authorized User must ensure that the requirements outlined in the MSA, Exhibit E, Section 4 are also met by the Service Provider. 3) Mass Transit Services are available to Local Authorized Users only.

D. Requirements for American Express® Card Acceptance
American Express® Card acceptance requires an additional separate Subsidiary Agreement under the Credit Card Acceptance MSA 5-09-99-01 (with American Express Travel Related Services Company, Inc.) for settlement of all American #1..
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

Express® Card transactions. Refer to the MSA 5-09-99-01 User Instructions posted on the Cal eProcure MSA 5-09-99-01 website for more information.

Note: The EPAY MSA Contractor will provide authorization, capture and routing services for American Express® Cards.

E. Contractor Pricing
Refer to Exhibit E: Fees and Costs, Exhibit E.1: Service Pricing, and Exhibit E.2:

Equipment and Software Pricing of the EPAY MSA for pricing information.

F. Electronic Payment Deposits and Settlement
Authorized Users are required to provide the EPAY MSA Contractor with bank deposit account information as defined in Exhibit B: Budget Detail and Payment Provisions of the MSA. The EPAY MSA Contractor shall transmit the total amount of the payment transactions to each Authorized Users’ appropriate designated bank account in accordance with the provisions of Exhibit B and the schedule noted in Exhibit A, Section 5 (a)(i) of the EPAY MSA.

Refer to Exhibit B: Budget Detail and Payment Provisions of the EPAY MSA for payment deposit and settlement information.

G. SB/DVBE Participation
There is no California-certified Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for the EPAY MSAs.

H. Operating Guide
The EPAY MSA incorporates and provides a hyperlink to the June 2021 Elavon Operating Guide. If the link to the June 2021 Elavon Operating Guide directs Authorized Users to a different version, please contact the DGS Contract Administrator.

5. CONTRACT USAGE/RULES (State Agencies Only)
A. Adherence to Applicable Laws
State agencies must adhere to all applicable State laws, regulations, policies, best practices, and purchase authority requirements (e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volumes).

B. Purchasing Authority
The acquisition method and type for this Agreement is:
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

Acquisition Method Acquisition Type
Leveraged Procurement Agreements
(no further competition required) –
Master Agreements
IT Services
Prior to executing Subsidiary Agreements, state agencies must have been granted purchasing authority by DGS-PD for the use of the acquisition method and type listed above. State agencies may contact the DGS-PD Purchasing Authority Management Section for information at [email protected].

C. Order Limits/Dollar Thresholds
State agencies may execute orders, including amendments, up to the maximum order limit listed on page 1, unless otherwise specified by their approved delegated purchasing authority. Each State agency’s purchasing authority is listed by acquisition method and type on their Purchasing Authority Approval Letter (PAAL).

To review a State Agency’s PAAL, please refer to the DGS/PD List of State Agencies with Approved Purchasing Authority (https://www.dgs.ca.gov/PD/Resources/PageContent/Procurement-Division-Resources-List-Folder/List-of-State-Departments-withApproved-Purchasing-Authority).

D. Agreement Summary
State agencies using the MSA must complete and retain an Agreement Summary (Std. 215) within their contract file.

E. Certification of Payment Options – Military & Veterans Code §§999.5 and 999.7(a) (SB588)
Certification of Payments to DVBE Subcontractors and Withhold to be enforced by ordering agency.

In accordance with the State Contracting Manual, Volume 2, Section 1203.1, State departments shall require the Contractor to submit a complete an accurate Prime Contractor’s Certification – DVBE Subcontracting Report (STD. 817) upon acceptance of ordered goods or services for which the Contractor committed to DVBE subcontractor participation.

Upon delivery or completion of ordered goods or services, State departments shall do the following:
• Provide proper withhold notification to prime contractors. #1..
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

• Withhold $10,000 or the full amount of the final invoice if less than $10,000 pending receipt of the complete and accurate STD 817.
• Review the STD 817. If it is determined to be complete and accurate, authorize payment of the withhold.
• If the STD 817 is late or incomplete, department must send the prime contractor a cure notice allowing at least 15 days, but not more than 30 days, to meet the Certification of Payments to DVBE Subcontractors requirements. • If the prime contractor does not comply by the identified deadline, permanently deduct the withhold.
• Retain all records for a minimum of six years.

6. ORDERING PROCEDURES
A. Subsidiary Agreement Development Process
The recommended development steps are as follows:

Step Description
1 Authorized User defines their intended payment processing environment and requirements with all necessary agency staff. (i.e., Program, Technical, Accounting, Purchasing, etc.).

Areas to consider include, but are not limited to, the following:
 Required services (Categories 1)
 Required card payment types (i.e. Visa, MasterCard, Discover, American Express, Debit, etc.)
 Anticipated number of transactions (monthly/annually)  Anticipated transaction values (ranges and average)
 Preferred capture method – Present/Non-Present
(i.e. on-site/point of sale or internet)
 Equipment/software needs, if known
2 Authorized User meets with the EPAY MSA Contractor to discuss the agency’s intended payment processing environment and the EPAY MSA Contractor’s product/service offerings.
3 EPAY MSA Contractor provides the Authorized User a proposed payment solution.
4 Authorized User performs an analysis of the proposed solution, based on the agency’s specific business needs.
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

Step Description
5 Authorized User executes a Subsidiary Agreement with the EPAY MSA Contractor. (Refer Section 6.B of these User Instructions for Subsidiary Agreement requirements and execution).

B. Subsidiary Agreement Requirements
Prior to rendering services, the Authorized User and the EPAY MSA Contractor must execute a Subsidiary Agreement that:
 Incorporates all of the terms and conditions of the EPAY MSA by reference (i.e. “Master Service Agreement <MSA Number> and its amendments are hereby incorporated by reference and made a part of this agreement.”)
 Includes specific Authorized User terms and requirements (i.e. scope of work, agency contact, and payment provisions, as applicable) none of which may alter, rescind, or be in conflict with the terms and conditions of the EPAY MSA.

Note: While there is no need to duplicate the EPAY MSA contract language, Authorized Users should include details specific to the Subsidiary Agreement between the Authorized User and the EPAY MSA Contractor.
1) State Agency - Contract Form
State agencies must use the Standard Agreement (Std. 213) for EPAY MSA Subsidiary Agreements.

State Agency Subsidiary Agreements must contain the following:
 Standard Agreement (Std. 213)
 MSA Exhibit A.1: Selected Services – Check boxes for all MSA exhibits applicable with selected services
 Scope of Work – Including the specific services being ordered and the agency contract manager/project representative
 Agency specific terms and conditions – Including budget, invoice and payment provisions (e.g. mailing address/contact for invoices) as applicable. 2) Local Agency - Contract Form
Local governmental agencies may use an appropriate equivalent contract form (in lieu of the State’s Std. 213 form) for EPAY MSA Subsidiary Agreements.

Local governmental agency Subsidiary Agreements must contain the following:
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

 Local Agency’s contract form/document (equivalent to the State’s Std. 213 form)
 MSA Exhibit A.1: Selected Services – Check boxes for all MSA exhibits applicable with selected services
 Scope of Work – Including the specific services being ordered and the agency contract manager/project representative
 Agency specific terms and conditions – Including, budget, invoice and payment provisions (e.g. mailing address/contact for invoices) as applicable.

C. Subsidiary Agreement Execution and Distribution
Authorized Users must submit executed Subsidiary Agreements as follows:
1) Contractor Copies
Authorized User shall provide a copy of the executed Subsidiary Agreement to the appropriate EPAY MSA Contractor Contract Administrator.

7. IMPLEMENTATION
The EPAY MSA Contractor will work with the Authorized User throughout the implementation process which will include the following:

A. Authorized User Set Up Form
Authorized Users are required to complete an Authorized User Set Up Form (MSA Exhibit H.1) identifying each agency location under the Authorized User’s Subsidiary Agreement. Completed Authorized User Set Up Forms must be submitted to the appropriate EPAY MSA Contractor Contract Administrator.

B. Set Up Process
Upon receipt and verification of the completed Authorized User Set Up Form, the EPAY MSA Contractor will assign new Merchant Identification (MID) numbers to the specified locations and provide new MIDs to the designated Authorized User contact.

Authorized User will work with the EPAY MSA Contractor to determine requirements for updating software or terminals with the new MID number(s) and any additional implementation steps as needed.

C. Testing
Authorized Users are encouraged to perform test transactions at each location to ensure functionality after updating the software/terminals with the new MID number(s). #1..
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

Authorized Users should work directly with the EPAY MSA Contractor to obtain test cards.

8. INVOICING AND PAYMENT
A. Payment Terms
Refer to Exhibit B of the EPAY MSA for payment terms and provisions.

B. Payee Data Record (State Agencies Only)
State agencies not transacting in FI$Cal must obtain a copy of the Payee Data Record (Std. 204) in order to process payments. State agencies should forward a copy of the Std. 204 to their accounting office(s). Without the Std. 204, payment may be unnecessarily delayed. State agencies may request a copy of the completed Payee Data Record (Std. 204) from the Contractor.

C. CAL-Card Use
The CAL-Card may not be used for the payment of invoices. #1..
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State of California Master Agreement
Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services

ATTACHMENT A - Contractor Information
Item Agreement Detail
MSA No. 5-22-70-22-01
Contractor Name Elavon, Inc.

Term Dates 6/1/2022 through 6/1/2027
Link to Cal eProcure Cal eProcure 5-22-70-22-01 webpage Service Categories Category 1 – Credit and Debit Card Processing CAL-Card Accepted No
SB/DVBE Certification(s) None
Primary MSA Contractor
Contact Information
Elavon, Inc.

Beverly Baker
(502) 933-8406
[email protected]
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 20, 2023
Date: March 15, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Nick Bavaro, Member

THROUGH: Joseph P. Lopez, City Manager
FROM: Scott Conn, Chief Information Officer
SUBJECT: Microsoft Enterprise Agreement Renewal
CONTACT: Kevin Harless, Information Technology Manager, [email protected], 209-571-5593
DESCRIPTION:

Consider the Renewal of the City’s Microsoft “Enterprise Agreement” (MSEA) by utilizing the California Department of Technology Cooperative Agreement and Riverside County Cooperative Agreement, with Crayon Software Experts, LLC of Dallas, TX, for an annual estimated cost of $881,131 and a total amount not to exceed $2,640,392 over thirty-five months and forwarding to Council for approval. (Funding Source: Information Technology Fund).

STRATEGIC PLAN ELEMENT:

This item advances the City of Modesto 2020-2025 Strategic Plan Area: Governance and Service Delivery: “build community trust in City government through responsive, transparent and efficient service delivery”; Goal J: “build a high-performance organization”.

BACKGROUND:

The City of Modesto has standardized on Microsoft products for nearly every technological function throughout the organization. This includes computers, email, server operating systems and office productivity applications. Microsoft licenses are required for users and devices that access Microsoft systems and resources. The City’s MSEA expires April 30th 2023 and renewal is necessary to continue using Microsoft products.

The City of Modesto has the opportunity to renew and purchase Microsoft licenses by way of the California Department of Technology Microsoft Cooperative Agreement and Riverside Cooperative Agreement. The MSEA is a comprehensive volume licensing program that offers substantial cost savings over standard Microsoft license pricing, enables organizations to maintain license compliancy and provides the flexibility of purchasing software licenses through a one reseller.
#2..
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Finance Committee, March 20, 2023
Microsoft Enterprise Agreement Renewal

DISCUSSION:

The California Department of Technology issued a formal Request for Quotation (RFQ) for a Microsoft Cooperative Agreement and executed the agreement, with Crayon Software Experts, LLC , on March 1st 2021. Crayon Software Experts, LLC provided the lowest discount pricing for Microsoft G5 software licenses and upgrades.

The California Department of Technology agreement participation is available to any county, city and special district within the state of California. The very large volume of Microsoft products used by all agencies has allowed the County of Riverside to obtain significant discounts for Microsoft products which are then passed along to participating agencies.

This MSEA also includes software assurance which provides the City of Modesto with the right to deploy version updates of Microsoft products that are licensed by the City of Modesto, including Microsoft Office 365, Teams, Cloud Email Exchange Server, Cloud SharePoint Server, Windows Servers, and Database Servers. Keeping products current ensures systems are kept up-to-date with security and feature enhancements. The Microsoft Government G5 licensing program offers an enhanced security framework package and additional features.

Staff recommends renewing this agreement by accessing the terms of the State of California Cooperative Agreement and Riverside Cooperative agreement. This allows the City of Modesto to renew and purchase required Microsoft products at lower pricing than otherwise available.

The State of California has completed the competitive and cooperative bid process, therefore this purchase would be exempt from the formal bidding process in accordance with Modesto Municipal Code 8-3.202(h). MMC 8-3.202(h) provides that a purchase may be made by joining the State of California and other units of government in cooperative purchasing plans when the best interest of the City would be served thereby.

FISCAL IMPACT:

Funding for year one of the agreement is available in the Information Technology Department Fund (5230-17710-53100). Funding for years two and three will be collected through the Information Technology Department’s Internal Services Fund budget and subject to Council approval through the annual budget adoption process.
35 Month Description Cost
35 Month Licensing Cost $2,260,043
35 Month California Technology Admin Fee Estimation (6.21%) $140,349 35 Month User Licensing Growth Rate (10%) $240,000
35 Month Not to Exceed Total $2,640,392
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion authorizing the Renewal of the City’s Microsoft “Enterprise Agreement” (MSEA) by utilizing the California Department of Technology Cooperative Agreement and Riverside County Cooperative Agreement, with Crayon Software Experts, LLC of Dallas, TX, for an annual #2..
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Finance Committee, March 20, 2023
Microsoft Enterprise Agreement Renewal

estimated cost of $881,131 and a total amount not to exceed $2,640,392 over thirty-five months and forwarding to Council for approval.

Approved by:

Scott Conn, Chief Information Officer
Joseph P. Lopez, City Manager
Attachments:

1. California Department of Technology Microsoft Cooperative Agreement

2. Riverside County Microsoft Cooperative Agreement

3. MSEA Renewal Pricing
#2..
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CONTRACT
Dispatch via Print
Contract ID
CON0000202
Page
1 of28
Contract Dates
03/01/2021 to 02/28/2026
Currency
USD
Rate Type
CRRNT
Rate Date
PO Date
Description:

Microsoft Online Services
Contract Maximum
257,189,482.04
Allow Open Item Reference

CA DEPT OF TECHNOLOGY

CALIFORNIA DEPT OF TECHNOLOGY

ADMIN WAREHOUSE
10173 CROYDON WAY STE 4
SACRAMENTO CA 95827
USA
Supplier 0000003507

CRAYON SOFTWARE EXPERTS, LLC

GREG LANDRY
12221 MERIT DR - STE 800
DALLAS TX 75251
USA
Final = The price is final after adjustments Authorized Signature Hard = Apply adjustments regardless of other adjustments Skip = Skip adjustments if any other adjustments have been applied #2..
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- 134 -

SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 3
OFFICE 365 CLOUD PURCHASES
When procuring Office 365 Cloud
products/services, State departments
should conduct an analysis and use their
own due diligence to determine if Office
365 is the most cost effective solution that
meets their business needs and security
requirements. In addition, state
departments should not issue a Request
for Offer (RFO) or enter into an agreement
with a Microsoft SCA Contractor prior to
reading the SCA User Instructions.

AVAILABLE PRODUCTS AND/OR

SERVICES
This contract provides for the purchase
and warranty of software, software
maintenance, technical support, and
implementation services.

Only products from the manufacturer listed
below are available within the scope of this
contract:
• Microsoft

UNAVAILABLE PRODUCTS AND/OR

SERVICES
The following products and/or services are
not available under this contract:
• STANDALONE HARDWARE
• CONSULTING
• TRAINING
• INSTALLATION SERVICES

IMPLEMENTATION SERVICES
Before procuring Implementation Services,
state departments should conduct an
analysis and use their own due diligence to
determine if these services are the most
cost effective solution that meets their
business needs and security requirements.

Requirements
• State departments must complete a
Statement of Work (SOW) for all
Implementation services.
• Job titles/categories are limited to those
identified in the SLP price list.
• Hourly rates must not exceed those
identified in the SLP price list.
• Implementation services can only be
purchased when they are in support of
software purchased under the SLP.
• Time and Material pricing must not
exceed the job Title hourly rate times
the number of hours to complete the job.

NOTE: Implementation Services under
this contract must be paid in arrears.

SOFTWARE MAINTENANCE,

SUBSCRIPTION AND SAAS RENEWALS
Software Maintenance, Subscription and
SaaS renewals shall be fixed at the
agencies prior applicable rates (or lower),
with a 0% uplift (no up-lift) and no
additional increases, fees or charges
added, for the duration of this SCA
contract.

SCA BENEFITS
Under this Microsoft Enterprise License
Agreement (MELA), you may qualify for
free online E-Learning courses, training
vouchers and other benefits. When
accessing your account at the Microsoft
Volume Licensing Service Center, be sure
to check what benefits you are entitled to.

If you need assistance, please contact your
Licensing Solution Provider (LSP).

SCA BASE CONTRACT
DocuSign Envelope ID: 4FF65822-9D3B-49D6-933B-7F27A1A71F9F #2..
- 135 -

SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 4
This SCA is based on Crayon Software
Experts LLC’s participating Agreement
#8084445, and is based on the products
and/or services and prices from the County
of Riverside Microsoft Enterprise License
Agreement (MELA)# PSA-0001523 RFQ#
RIVCO-2020-RFQ-0000048 that has a
term of 11/1/2019 through 10/31/2024.

CONTRACTOR PROVIDES COPY OF

SCA CONTRACT AND ANY

AMENDMENTS TO ORDERING
AGENCIES.

The Contractor is required to provide
ordering departments a copy of the entire
SCA contract that consists of the following:
• SCA contract signed and dated by both
the DGS and contractor.
• SCA contract terms and conditions
including General Provisions and
Information Technology, Software
Special Provisions.
• Std. 204 Payee Data Record.
• Products and price list.
• Amendments to the SCA, if applicable.

CONTRACT PRICES
Contract prices for products and/or
services are maximums. The ordering
department is encouraged to negotiate
lower prices.

PRODUCT AND PRICING CHANGES

AND/OR UPDATES ARE NOT

AUTHORIZED UNTIL REVIEWED AND

APPROVED BY DGS PROCUREMENT

DIVISION SOFTWARE LICENSING
PROGRAM.

Said documents are to be sent to the
Department of General Services (DGS)
Procurement Division, Software Licensing
Program, 707 Third Street, 2nd Floor, West
Sacramento, CA 95605-2811, Attention
SLP Unit.

CONTRACTOR QUARTERLY REPORTS
Contractors are required to submit a
detailed report quarterly to the DGS
Procurement Division, Software
Licensing Program. Reports should be
sent via email to: [email protected].

A separate report is required for each
contract, as differentiated by alpha suffix (if
applicable). Contractors with resellers are
responsible for reporting reseller ordering
activity. Any report that does not follow the
required format or that excludes
information will be deemed incomplete and
returned to the contractor.

State agencies will continue to be billed the
applicable administrative use fee by the
DGS-PD.

SCA Quarterly Business Activity Reports
are due in the SLP Unit within two weeks
after the end of each quarter as shown
below:

Quarter 1 Jan 1 to Mar 31 Due Apr 15
Quarter 2 Apr 1 to Jun 30 Due Jul 15
Quarter 3 Jul 1 to Sep 30 Due Oct 15
Quarter 4 Oct 1 to Dec 31 Due Jan 15
New contracts for contractors with
existing SCA contracts, and extensions
or renewals of existing contracts, will
be approved ONLY if the contractor has
submitted to the SLP Unit all quarterly
reports, due. Each quarterly report is
required within two weeks of the end of
March, June, September, and December
of each calendar year. A report is
required even when there is no activity.

The report must include the agency name,
purchase order number, purchase order
DocuSign Envelope ID: 4FF65822-9D3B-49D6-933B-7F27A1A71F9F #2..
- 136 -

SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 5
date, state agency billing code, pre-tax
total order cost, agency contact name,
address and phone number, and total
dollars for the quarter.

Tax must NOT be included in the quarterly
report, even if the agency includes tax on
the purchase order.

A sample quarterly report indicating
required format and information is attached
for your reference (Attachment A).

CONTRACTOR INVOICES
Unless otherwise stipulated, the contractor
must send their invoices to the department
address set forth in the purchase order.

Invoices shall be submitted in triplicate and
shall include the following:
• Contract number
• Agency purchase order number
• State Agency Bill Code
• Line item number
• Unit price
• Extended line item price
• Invoice total
State sales tax and/or use tax shall be
itemized separately and added to each
invoice as applicable.

The company name on the SCA contract,
purchase order and invoice must match or
the State Controller’s Office will not
approve payment.

CONTRACTOR OWNERSHIP

INFORMATION
Crayon Software Experts LLC is a large
business enterprise.

AGENCY NON-COMPLIANCE
Agency non-compliance with the
requirements of this contract may result in
the loss of delegated purchasing authority
to use the SCA.

PLEASE REQUEST A COPY OF ALL

CONTRACT TERMS AND CONDITIONS

FROM THE CONTRACTOR, IF NOT
PROVIDED INITIALLY.

ISSUE PURCHASE ORDER TO:

Agency purchase orders must be mailed to
the following address:

Crayon Software Experts LLC
12221 Merit Drive, Suite 800
Dallas, TX 75251
Attn: Eric Stout
Agencies with questions regarding
products and/or services may contact the
contractor as follows:

Phone: (469) 329-0290
E-mail: [email protected]

SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination

DELIVERY
30 days after receipt of order, or as
negotiated between agency and Contractor
and included in the purchase order.

CONTRACTOR RESPONSE TO RFO
When responding to a Request For Offer
(RFO) under this contract, contractor must
provide pricing for both the initial purchase
and possible subsequent True-Ups, for
each year purchased. In addition,
contractor must provide a margin above
contractor’s cost from Microsoft
(represented as a percentage) which will
not be exceeded in the event that
DocuSign Envelope ID: 4FF65822-9D3B-49D6-933B-7F27A1A71F9F #2..
- 137 -

SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 6
additional products, not added at signing
are added to the enrollment after the
enrollment has commenced.

AGENCY RESPONSIBILITY
Agencies must contact contractors to
obtain copies of the contracts and compare
them for a best value purchasing decision.

Each agency is responsible for its own
contracting program and purchasing
decisions, including use of the SCA
program and associated outcomes.

This responsibility includes, but is not
necessarily limited to, ensuring the
necessity of the services, securing
appropriate funding, complying with laws
and policies, preparing the purchase order
in a manner that safeguards the State’s
interests, obtaining required approvals, and
documenting compliance with Government
Code 19130.b (3) for outsourcing services.

It is the responsibility of each agency to
consult as applicable with their legal staff
and contracting offices for advice
depending upon the scope or complexity of
the purchase order.

If you do not have legal services available
to you within your agency, the DGS Office
of Legal Services is available to provide
services on a contractual basis.

ORDER REQUIREMENTS AND

MAXIMUM ORDER LIMIT
Purchases under this SCA are subject to
the following requirements:
• There is no maximum order limit under
this SCA.
• Unless otherwise determined by an
individual ordering agency purchasing
authority, no SCA order may be
executed by a State agency that
exceeds that agency’s purchasing
authority threshold. State agencies with
approved purchasing authority, along
with their dollar thresholds can be
obtained at the List of State
Departments with Approved Purchasing
Authority.
• Agencies must adhere to the detailed
requirements in the State Contracting
Manual (SCM) when using SCA
contracts. The requirements for the
following bullets are in the SCM, Volume
3, (for IT): If soliciting offers from a
certified DVBE, include the Disabled
Veteran Business Enterprise
Declarations form (Std. 843) in the
Request for Offer. This declaration
must be completed and returned by the
DVBE prime contractor and/or any
DVBE subcontractors. (See the SCM
Volume 3, Chapter 3)
• This is not a bid transaction, so the
small business preference, DVBE
participation goals, protest language,
intents to award, evaluation criteria,
advertising, etc., are not applicable.
• State agencies must solicit a minimum
of 3 SCA contractors (initial purchase
only).
• If less than 3 offers are received, State
agencies must document their file with
the reasons why the other suppliers
solicited did not respond with an offer.
• Assess the offers received using best
value methodology, with cost as one of
the criteria.
• Issue a Purchase Order to the selected
contractor.
• For SCA transactions under $10,000,
only one offer is required if the State
agency can establish and document that
the price is fair and reasonable. The fair
and reasonable method can only be
used for non-customizable purchases.

DocuSign Envelope ID: 4FF65822-9D3B-49D6-933B-7F27A1A71F9F #2..
- 138 -

SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 7
After establishing a Microsoft Enterprise
Agreement enrollment with one of the
SCA approved Licensing Solutions
Provider (LSP), State agencies may
choose to make all future: annual
payments, true-ups and ‘additional
product’ purchases from that LSP
without obtaining additional quotes from
approved SCA LSP’s, for the term of the
enrollment. However, the LSP's initial
response must identify: annual
payments, true-up costs, and the markup above NET of any ‘additional products’ added to the enrollment.

If an agency decides that a change of
LSP would be beneficial, this can be
achieved. The change of LSP (known
officially as a “Change of Channel
Partner”), changes all future payments
from one LSP to another LSP, including:
any outstanding annual payments, trueups, and ‘additional product’ purchases.

The new LSP will be responsible for
assisting your agency during the annual
true-up reporting process, advising the
agency on Software Assurance benefits,
downloads, Volume License Keys, etc.

NOTE: Make sure that the new LSP is
willing to accept the payment
structure established by the initial
LSP, unless the agency is willing to
increase their ‘annual payment’ to
satisfy the new LSP’s desired
payment structure.

A “Change of Channel Partner” must be
completed at least 90 days prior to the
agency’s individual Microsoft Enterprise
Agreement enrollment anniversary date.

The Anniversary date falls annually,
after the enrollment start date. The
“Change of Channel Partner” document
can be obtained from the new LSP and
when completed should be submitted to
the new LSP. The new LSP will submit
the document to Microsoft.

NOTE: When choosing a LSP, agencies
should use their own due diligence to
insure that the prices for all products
are the most cost efficient solution.

SPLITTING ORDERS
Splitting orders to avoid any monetary
limitations is prohibited.

Do not circumvent normal procurement
methods by splitting purchases into a
series of delegated purchase orders (SAM
3572).

Splitting a project into small projects to
avoid either fiscal or procedural controls is
prohibited (SAM 4819.34).

MINIMUM ORDER LIMITATION
There is a minimum order of 25 users or
desktop per new enrollment.

ORDERING PROCEDURES

1. Order Form
State departments shall use a
Contract/Delegation Purchase Order
(Std. 65) for purchases and services.

Electronic copies of the State Standard
Forms can be found at the Office of
State Publishing web site:
http://www.dgs.ca.gov/osp (select
Standard Forms). The site provides
information on the various forms and
use with the Adobe Acrobat Reader.

Beyond the Reader capabilities, Adobe
Acrobat advanced features may be
utilized if you have Adobe Business
Tools or Adobe Acrobat 4.0 installed on
your computer. Direct link to the
Standard Form 65:

DocuSign Envelope ID: 4FF65822-9D3B-49D6-933B-7F27A1A71F9F #2..
- 139 -

SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 8
(http://www.documents.dgs.ca.gov/dgs/f
mc/pdf/std065.pdf)

2. Purchase Orders
All Ordering Agency purchase order
documents executed under this SCA
must contain the applicable SCA base
contract number as show on page 1.
a. State Departments:

Std. 65 Purchase Documents –
State departments not transacting
in FI$Cal must use the Purchasing
Authority Purchase Order (Std. 65)
for purchase execution. An
electronic version of the Std. 65 is
available at the DGS-PD website
at http://www.dgs.ca.gov/
pd/Forms.aspx (select Standard
STD Forms).

FI$Cal Purchase Documents –
State departments transacting in
FI$Cal will follow the FI$Cal
procurement and contracting
procedures.

The ordering agency is required to
forward a copy of each purchase
order to the Department of General
Services (DGS), Procurement
Division – Software Licensing
Program, 707 Third Street, 2nd Floor,
West Sacramento, CA 95605-2811.

The agency is required to complete and
distribute the order form. For services,
the agency shall modify the information
contained on the order to include the
service period (start and end date), and
the monthly cost (or other intermittent
cost), and any other information
pertinent to the services being provided.

The cost for each line item should be
included in the order, not just system
totals.

The contractor must immediately reject
orders that are not accurate.

Discrepancies are to be negotiated and
incorporated into the order prior to the
products and services being delivered.

3. Purchase Order Amendments
Purchase order amendments may be
issued throughout an enrollment period
(after SCA expires) for true-ups and
additional products, only when all
Licensing Solution Providers (LSP’s)
responses to the initial RFO identifies:
annual payments, true-up costs and the
mark-up above NET of any additional
products.

4. Service and Delivery after Contract
Expiration
Purchase orders must be issued before
the SCA contract end term expires.

Also, purchase order amendments
cannot be issued to add product and
software maintenance if the SCA
contract end term has expired.

SMALL BUSINESS MUST BE

CONSIDERED
Prior to placing orders under the SCA,
state departments shall, whenever
practicable, first consider offers from small
businesses that have established SCA
contracts [GC Section 14846(b)].

NOTE: The Department of General
Services auditors will request
substantiation of compliance with this
requirement when department files are
reviewed.

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SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 9
SMALL BUSINESS/DVBE – TRACKING
State departments are able to claim
subcontracting dollars towards their small
business or DVBE goals whenever the
Contractor subcontracts a commercially
useful function to a certified small business
or DVBE. The Contractor will provide the
ordering department with the name of the
small business or DVBE used and the
dollar amount the ordering department can
apply towards its small business or DVBE
goal.

SMALL BUSINESS/DVBE -

SUBCONTRACTING

1. The amount an ordering department
can claim towards achieving its small
business or DVBE goals is the dollar
amount of the subcontract award made
by the Contractor to each small
business or DVBE.

2. The Contractor will provide an ordering
department with the following
information at the time the order is
quoted:
a. The Contractor will state that, as the
prime Contractor, it shall be
responsible for the overall execution
of the fulfillment of the order.
b. The Contractor will indicate to the
ordering department how the order
meets the small business or DVBE
goal, as follows:
• List the name of each company
that is certified by the Office of
Small Business and DVBE
Certification that it intends to
subcontract a commercially
useful function to; and
• Include the small business or
DVBE certification number of
each company listed, and attach
a copy of each certification; and
• Indicate the dollar amount of
each subcontract with a small
business or DVBE that may be
claimed by the ordering
department towards the small
business or DVBE goal; and
• Indicate what commercially
useful function the small
business or DVBE subcontractor
will be providing towards
fulfillment of the order.

3. The ordering department’s purchase
order must be addressed to the prime
Contractor, and the purchase order
must reference the information provided
by the prime Contractor as outlined
above.

PRODUCTIVE USE REQUIREMENTS
The customer in-use requirement applies
to all procurements of information
technology equipment and software, per
the SCM, Volume 3, Chapter 2, Section

2.B6.2 and SCM, Volume FI$Cal, Chapter
2, Section 2.E3.2.

Each equipment or software component
must be in current operation for a paying
customer and the paying customer must be
external to the contractor’s organization
(not owned by the contractor and not
owning the contractor).

To substantiate compliance with the
Productive Use Requirements, the SCA
contractor must provide upon request the
name and address of a customer
installation and the name and telephone
number of a contact person.

The elapsed time such equipment or
software must have been in operation is
based upon the importance of the
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SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 10
equipment or software for system
operation and its cost. The following
designates product categories and the
required period of time for equipment or
software operation prior to approval of the
replacement item on SCA.

Category 1 - Critical Software: Critical
software is software that is required to
control the overall operation of a computer
system or peripheral equipment. Included
in this category are operating systems,
data base management systems, language
interpreters, assemblers and compilers,
communications software, and other
essential system software.

Cost Installation Final Bid
Submission
More than
$100,000 8 months 6 months
$10,000 up to
$100,000 4 months 3 months
Less than
$10,000 1 month 1 month
Category 2 - All Information Technology
Equipment and Non-Critical Software:

Information technology equipment is
defined in State Administrative Manual
(SAM) § 4819.2.

Cost Installation Final Bid
Submission
More than
$100,000 6 months 4 months
$10,000 up
to $100,000 4 months 3 months
Less than
$10,000 1 month 1 month

APPLICABLE CODES, POLICIES AND

GUIDELINES
All California codes, policies and guidelines
are applicable. THE USE OF THE SCA

DOES NOT REDUCE OR RELIEVE

STATE DEPARTMENTS OF THEIR

RESPONSIBILITY TO MEET STATEWIDE

REQUIREMENTS REGARDING

CONTRACTING OR THE

PROCUREMENT OF GOODS OR
SERVICES. Most procurement and
contract codes, policies, and guidelines are
incorporated into The SCA contracts.

Notwithstanding this, there is no guarantee
that “every” possible requirement that
pertains to all the different and unique state
processes has been included.

TERMINATION OF SCA CONTRACT

1. The State or Contractor may terminate
this SCA Contract at any time upon 30
days prior notice.

2. Upon termination or other expiration of
this Contract, each party will assist the
other party in orderly termination of the
Contract and the transfer of all assets,
tangible and intangible, as may
facilitate the orderly, nondisrupted
business continuation of each party.

3. This provision shall not relieve the
Contractor of the obligation to perform
under any purchase order or other
similar ordering document executed
prior to the termination becoming
effective.

STATEWIDE PROCUREMENT

REQUIREMENTS
Departments must carefully review and
adhere to the following Procurement
Requirements, such as:
• SAM Section 4819.41 and 4832
certifications for information technology
procurements and compliance with
policies.
• Services may not be paid for in
advance.

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SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 11
• Departments are required to file with the
Department of Fair Employment and
Housing (DFEH) a Contract Award
Report Std. 16 for each order over
$5,000 within 10 days of award,
including supplements that exceed
$5,000.
• Pursuant to Unemployment Insurance
Code Section 1088.8, state and local
government agencies must report to the
Employment Development Department
(EDD) all payments for services that
equal $600 or more to independent sole
proprietor contractors. See the
contractor's Std. Form 204, Payee Data
Record, in the SCA contract to
determine sole proprietorship. All
inquiries regarding this subject should
be forwarded to EDD: Technical
questions: 916/651-6945 or Information
and forms: 916/657-0529.
• Annual small business and disabled
veteran reports.

ETHNICITY/RACE/GENDER REPORTING

REQUIREMENT
Effective July 1, 2002, in accordance with
Public Contract Code 10116, state
departments are to capture information on
ethnicity, race, and gender of business
owners (not subcontractors) for all
awarded contracts, including CAL-Card
transactions. Each department is required
to independently report this information to
the Governor and the Legislature on an
annual basis.

Departments are responsible for
developing their own guidelines and forms
for collecting and reporting this information,
Contractor participation is voluntary.

PAYMENTS AND INVOICES

1. Payment Terms
Payment will be made in accordance
with the provisions of the California
Prompt Payment Act, Government
Code Section 927 et. seq. Unless
expressly exempted by statute, the
Act requires State agencies to pay
properly submitted, undisputed
invoices not more than 45 days after
(i) the date of acceptance of goods or
performance of services; or (ii) receipt
of an undisputed invoice, whichever is
later.

2. Advance Payments
Advance payment is allowed for
services only under limited, narrowly
defined circumstances, e.g. between
specific departments and certain
types of non-profit organizations, or
when paying another government
agency (Government Code (GC) §
11256 – 11263 and 11019).

It is NOT acceptable to pay in
advance, except software
maintenance and license fees, which
are considered a subscription and
may be paid in advance if a provision
addressing payment in advance is
included in the purchase order.

Software warranty upgrades and
extensions may also be paid for in
advance.

3. Payee Data Record (Std. 204)
State Agencies not transacting in
FI$Cal, must obtain a copy of the
Payee Data Record (Std. 204) in
order to process payments. State
Ordering Agencies forward a copy of
the Std. 204 to their accounting
office(s). Without the Std. 204,
payment may be unnecessarily
delayed. State Agencies should
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SOFTWARE COOPERATIVE AGREEMENT (SCA)

CRAYON SOFTWARE EXPERTS LLC
SCA-19-70-0204C, AMENDMENT NO.: 2
BUILDING GREEN • BUYING GREEN • WORKING GREEN 12
contact the Contractor for copies of
the Payee Data Record

4. DGS Administrative and Incentive
Fees
Orders from State Agencies:

The Department of General Services
(DGS) will bill each State agency
directly an administrative fee for use
of SCA contracts. The administrative
fee should NOT be included in the
order total, nor remitted before an
invoice is received from DGS.

See the DGS Price Book at
www.dgs.ca.gov/publications (click on
DGS Price Book) for current fees.

5. Credit Card
Crayon Software Experts LLC
accepts the State of California credit
card (CAL-Card).

A Purchasing Authority Purchase
Order (Std. 65) is required even when
the ordering department chooses to
pay the contractor via the CAL-Card.

Also, the DGS administrative fee is
applicable for all SCA orders to
suppliers not California certified as a
small business.

FEDERAL DEBARMENT
When federal funds are being expended,
the department is required to obtain (retain
in file) a signed “Federal Debarment”
certification from the contractor before the
purchase order is issued. This
certification is required by the regulations
implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part
98, Section 98.510, Participants;
responsibilities. The regulations were
published as Part VII of the May 26, 1988
Federal Register (pages 19160-19211).

AMERICANS WITH DISABILITY ACT
(ADA)
(See attachment B)

DGS PROCUREMENT DIVISION

CONTACT AND PHONE NUMBER
Department of General Services
Procurement Division, SLP Unit
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
Phone no.: 916/375-4365
Faxination no.: 916/376-6371

ORDER OF PRECEDENCE
The following order of precedence shall
apply:
a. All federal, state, local laws and
regulations
b. This agreement
c. State of California, General
Provisions – Information Technology
(GSPD-401IT)
d. State of California Cloud Computing –
Software as a Service (SaaS)
General Provisions
e. State of California Cloud Computing
Services – Special Provisions (SaaS)
f. County of Riverside RFQ # RIVCO2020-RFQ-0000048
g. Microsoft Master Agreement #
8084445
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Updated 10/2019

ATTACHMENT A

SCA QUARTERLY BUSINESS ACTIVITY REPORT
Company Name:

Publisher:

For Questions Regarding this Report:

E-mail:

Reporting Calendar Year:

Reporting Quarter:  Q1 (January to March)
 Q2 (April to June)
 Q3 (July to September)
 Q4 (October to December)
Check Here if No New Orders for This Quarter 

STATE GOVERNMENT AGENCY PURCHASES
State Agency
Name
Purchase
Order Number
Purchase
Order Date
Agency
Billing Code
Total Dollars
Per Purchase
Order
Agency Contact Agency Address Phone
Number
Total State Agency Dollars Reported for Quarter: $
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ATTACHMENT A

SCA QUARTERLY BUSINESS ACTIVITY REPORT
Procurement Division | State of California | California Government Operations Agency 707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 Instructions for completing the SCA Quarterly Business Activity Report.

1. Complete the top of the form with the appropriate information for your company.

2. Agency Name - Identify the State agency that issued the order.

3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency assigns to the order.

4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order.

5. Agency Billing Code - Identify the State agency billing code. This is a five-digit number identified on the upper right hand corner of the Std. 65 purchase order form.

You must identify this number on all purchases made by State of California agencies.

6. Total Dollars Per PO - Identify the total dollars of the order excluding tax and freight.

Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment.

7. Agency Contact - Identify the ordering agency’s contact person on the purchase order.

8. Agency Address - Identify the ordering agency’s address on the purchase order.

9. Phone Number - Identify the phone number for the ordering agency’s contact person.

10.Total State Sales - Separately identify the total State dollars (pre-tax) for all orders placed in quarter.

11.Grand Total - Identify the total of all State dollars reported for the quarter.

Notes:
• A report is required for each SCA contract each quarter even when there are no new orders for the quarter.
• Quarterly reports are due two weeks after the end of the quarter.

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Updated 2/06/2018 15

ATTACHMENT B

ADA NOTICE
Procurement Division (State Department of General Services)

AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE

POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities.

For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement.

IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS
BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE,
WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT
DOCUMENTS.

The Procurement Division TTY telephone numbers are:

Sacramento Office: (916) 376-1891
Fullerton Office: (714) 773-2093
The California Relay Service Telephone Numbers are:

Voice: 1-800-735-2922 or 1-888-877-5379
TTY: 1-800-735-2929 or 1-888-877-5378
Speech-to-Speech: 1-800-854-7784
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Quote Date: 03.08.2023 Customer Quoted by:

Otech on behalf of City of Modesto Crayon Software Experts LLC Attn: Kevin Harless 12221 Merit Drive, Suite 1400
[email protected] Dallas, TX 75251
Susan McDowell
[email protected]
**Budgetary Pricing does not include CDT Fees**
**Part# IO5-00001 is not currently included on the G5 contract; item will need to be submitted for CDT exception approval
**FromSA pricing available on initial purchase of G5 licenses only; all reservations and adds will receive full USL pricing.**
Pricing for Enterprise Agreement Renewal
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 3 - 11 months with 05/01/23 start (05/01/2023 - 03/27/2024) Enterprise Products - Monthly Subscriptions
AAL-48033 M365 G5 FSA GCC Sub Per User 1480 $ 350.35 $ 518,518.00 Additional Products - Monthly Subscriptions
4ES-00001 ExchOnlnArchGCC ShrdSvr ALNG SubsVL MVL PerUsr 200 $ 23.54 $ 4,708.00 1O5-00001** Power Automate Attended RPA USL GCC Sub Per User 6 $ 391.05 $ 2,346.30 3PN-00001 Project Online Essentials GCC Sub Per User 50 $ 58.19 $ 2,909.50 7MS-00001 Project P3 GCC Sub Per User 5 $ 249.26 $ 1,246.30 Year 3 Total $ 529,728.10
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 4 - 12 months (03/28/2024 - 03/27/2025) Enterprise Products - Monthly Subscriptions
AAL-48033 M365 G5 FSA GCC Sub Per User 1480 $ 456.44 $ 675,531.20 Additional Products - Monthly Subscriptions
4ES-00001 ExchOnlnArchGCC ShrdSvr ALNG SubsVL MVL PerUsr 200 $ 25.69 $ 5,138.00 1O5-00001** Power Automate Attended RPA USL GCC Sub Per User 6 $ 426.66 $ 2,559.96 3PN-00001 Project Online Essentials GCC Sub Per User 50 $ 63.51 $ 3,175.50 7MS-00001 Project P3 GCC Sub Per User 5 $ 271.97 $ 1,359.85 Year 4 Total $ 687,764.51
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 5 - 12 months (03/28/2025 - 03/31/2026) Enterprise Products - Monthly Subscriptions
AAL-48033 M365 G5 FSA GCC Sub Per User 1480 $ 498.02 $ 737,069.60 Additional Products - Monthly Subscriptions
4ES-00001 ExchOnlnArchGCC ShrdSvr ALNG SubsVL MVL PerUsr 200 $ 25.69 $ 5,138.00 1O5-00001** Power Automate Attended RPA USL GCC Sub Per User 6 $ 426.66 $ 2,559.96 3PN-00001 Project Online Essentials GCC Sub Per User 50 $ 63.51 $ 3,175.50 7MS-00001 Project P3 GCC Sub Per User 5 $ 271.97 $ 1,359.85 Year 5 Total $ 749,302.91
Total Years 3-5 $ 1,966,795.52
** Pricing Expires in 45 days from date of quote**
**All items included in this RFQ are new, unused, not refurbished, with original manufacturer warranty.** Remit to Address:

CDT will remit payment.
#2..
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Quote Date: 03.08.2023 Customer Quoted by:

City of Modesto Crayon Software Experts LLC
Attn: Kevin Harless 12221 Merit Drive, Suite 1400
[email protected] Dallas, TX 75251
Susan McDowell
[email protected]
SCE for non-G5 items
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 1 - 12 months
J5U-00004 Azure Monetary CommitmentG 17 $ 1,218.27 $ 20,710.59 9GS-00135 CIS Suite Datacenter Core ALng SA 2L 80 $ 158.38 $ 12,670.40 9GA-00313 CIS Suite Standard Core ALng SA 2L 400 $ 33.99 $ 13,596.00 AAD-63092 M365 F3 Unified GCC Sub Per User 200 $ 83.21 $ 16,642.00 918-00004 M365 F5 Security GCC Sub Add-on 200 $ 83.21 $ 16,642.00 Year 1 Total $ 80,260.99
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 2 - 12 months
J5U-00004 Azure Monetary CommitmentG 17 $ 1,218.27 $ 20,710.59 9GS-00135 CIS Suite Datacenter Core ALng SA 2L 80 $ 158.38 $ 12,670.40 9GA-00313 CIS Suite Standard Core ALng SA 2L 400 $ 33.99 $ 13,596.00 AAD-63092 M365 F3 Unified GCC Sub Per User 200 $ 83.21 $ 16,642.00 918-00004 M365 F5 Security GCC Sub Add-on 200 $ 83.21 $ 16,642.00 Year 2 Total $ 80,260.99
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 3 - 12 months
J5U-00004 Azure Monetary CommitmentG 17 $ 1,218.27 $ 20,710.59 9GS-00135 CIS Suite Datacenter Core ALng SA 2L 80 $ 158.38 $ 12,670.40 9GA-00313 CIS Suite Standard Core ALng SA 2L 400 $ 33.99 $ 13,596.00 AAD-63092 M365 F3 Unified GCC Sub Per User 200 $ 83.21 $ 16,642.00 918-00004 M365 F5 Security GCC Sub Add-on 200 $ 83.21 $ 16,642.00 Year 3 Total $ 80,260.99
Total Years 1-3 $ 240,782.97
** Pricing Expires in 30 days from date of quote**
**All items included in this RFQ are new, unused, not refurbished, with original manufacturer warranty.** Remit to Address:

Crayon Software Experts, LLC
Attn: Finance Manager
12221 Merit Drive, Suite 1400
Dallas, TX 75251
Phone: 469-329-0290
[email protected]
Send POs to [email protected]
#2..
- 149 -
Quote Date: 03.03.2023 Customer Quoted by:

City of Modesto Crayon Software Experts LLC
Attn: Kevin Harless 12221 Merit Drive, Suite 1400
[email protected] Dallas, TX 75251
Susan McDowell
[email protected]
Select Plus for non-G5 Items
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 1 - 12 months
7JQ-00355 SQL Server Enterprise Core SLng SA 2L 4 $ 2,479.43 $ 9,917.72 7NQ-00301 SQL Server Standard Core SLng SA 2L 4 $ 646.66 $ 2,586.64 9TX-00138 System Center Operations Manager SLng SA Per User 200 $ 4.02 $ 804.00 77D-00111 Visual Studio Pro MSDN ALng SA 2 $ 307.86 $ 615.72 6VC-01290 Win Remote Desktop Services CAL SLng SA UCAL 150 $ 23.76 $ 3,564.00 Year 1 Total $ 17,488.08
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 2 - 12 months
7JQ-00355 SQL Server Enterprise Core SLng SA 2L 4 $ 2,479.43 $ 9,917.72 7NQ-00301 SQL Server Standard Core SLng SA 2L 4 $ 646.66 $ 2,586.64 9TX-00138 System Center Operations Manager SLng SA Per User 200 $ 4.02 $ 804.00 77D-00111 Visual Studio Pro MSDN ALng SA 2 $ 307.86 $ 615.72 6VC-01290 Win Remote Desktop Services CAL SLng SA UCAL 150 $ 23.76 $ 3,564.00 Year 2 Total $ 17,488.08
Part Number Description Qty Annual Unit Price Extended Amount Pricing and Usage Year 3 - 12 months
7JQ-00355 SQL Server Enterprise Core SLng SA 2L 4 $ 2,479.43 $ 9,917.72 7NQ-00301 SQL Server Standard Core SLng SA 2L 4 $ 646.66 $ 2,586.64 9TX-00138 System Center Operations Manager SLng SA Per User 200 $ 4.02 $ 804.00 77D-00111 Visual Studio Pro MSDN ALng SA 2 $ 307.86 $ 615.72 6VC-01290 Win Remote Desktop Services CAL SLng SA UCAL 150 $ 23.76 $ 3,564.00 Year 3 Total $ 17,488.08
Total Years 1-3 $ 52,464.24
** Pricing Expires in 30 days from date of quote**
**All items included in this RFQ are new, unused, not refurbished, with original manufacturer warranty.** Remit to Address:

Crayon Software Experts, LLC
Attn: Finance Manager
12221 Merit Drive, Suite 1400
Dallas, TX 75251
Phone: 469-329-0290
[email protected]
Send POs to [email protected]
#2..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

March 20, 2023
Date: February 24, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Laurie A. Smith, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Local Transportation Funds FY 2022/2023 for other purposes CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider approving the submission of the City’s Local Transportation Funds Fiscal Year 2022- 2023 Claim for Non-Motorized and Other Purposes (bike lanes and pedestrian pathways) in the amount of $297,316 to the Stanislaus Council of Governments (StanCOG) and amending the Fiscal Year 2022-2023 Capital Improvement Program Budget to fund project 100813 – Virginia Corridor Phase VII in an amount not to exceed $666,382 and forwarding to Council for approval. (Funding Source: Local Transportation Funds)
STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2020-2025 Strategic Plan Area of Focus: Quality of Life and Governance and Service Delivery.

BACKGROUND:

Local Transportation Funds (LTF) for non-motorized purposes is an important source of revenue for bike trail construction and bike lane striping projects. These funds are derived from ¼ cent of the sales tax and have been used in the past as a local match for Federal funds and to support the development for the following bicycle and pedestrian projects:
100692 – Bike Lane Striping
100813 – Virginia Corridor Phase VII
101232 – TRRP Riverwalk Trail: Gateway to Legion
When preparing the Fiscal Year 2022-2023 claim, it was noted that $369,066 in funding, accumulated in prior Fiscal Years, had not been budgeted to projects. The proposed #3..
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Finance Committee, March 20, 2023
Local Transportation Funds FY 2022/2023 for other purposes