Shafter City Council
September 5, 2023

CITY OF WASCO DIAL-A-RIDE
2023 ZERO-EMISSION VEHICLE TRANSITION PLAN
fixed-route bus service that are eligible
to receive direct grants under Sections
5307 and 5311. Funding can be used for
capital projects to replace, rehabilitate,
and purchase buses, vans, and related
equipment. Additionally, funds may be
used for constructing bus-related
facilities, including technological
changes or innovations to modify lowor no-emission vehicles or facilities.

Low- or No-Emission Vehicle Program –
Section 5339 (c)
The Low- or No-Emission program is a
competitive program that provides
funding to state and local government
authorities for the purchase or lease of
zero-emission and low-emission transit
buses. Funds may also be used to
acquire, construct, and lease required
facilities and related equipment.

Funding is provided by the FTA. The FTA
notes eligible applicants include direct
or designated recipients of FTA grants;
States; local governmental authorities;
and Indian Tribes. Activities eligible for
funding include: purchasing or leasing
low- or no-emission buses; acquiring
low- or no-emission buses with a leased
power source; constructing or leasing
facilities and related equipment for
lower-no-emission buses; constructing
new public transportation facilities to
accommodate low- or no-emission
buses; and 0.5% of a request may be
used for workforce development
training and an additional 0.5% may be
used for training at the National Transit
Institute (NTI).

CITY OF WASCO DIAL-A-RIDE
2023 ZERO-EMISSION VEHICLE TRANSITION PLAN
PG&E’s EV Fleet Electrification Program Through the EV Fleet Program, PG&E will construct, own, and maintain all
electrical infrastructure from the
transformer to the customer’s meter.

In select instances, PG&E also covers
behind-the-meter infrastructure.

Fleet operators will design, build, own,
operate, and maintain the electrical
infrastructure from the customer
meter to the EV charger.*
*In select instances, PG&E may cover
behind-the-meter infrastructure as
well.

Low-Carbon Transit Operations
Program (LCTOP)
Administered by the California
Department of Transportation
(Caltrans), the program provides
operating and capital assistance for
transit agencies to reduce greenhouse
gas emissions and improve mobility,
with priorities towards serving
disadvantaged communities. The State
Controller’s Office provides a list of
transportation planning agencies and
transit operators that are eligible for
LCTOP funds on an allocation basis. All
funds for Kern County are apportioned
to Kern COG, which prepares a program
of projects. The next Call for Projects
should be in early 2024, for adoption by
the Kern COG Board in early April
Transportation Development Act –
Local Transportation Fund (LTF)
While typically used for operations,
TDA funds claimed under Article 4 may
be used for capital purchases such as
vehicle purchase and facility

CITY OF WASCO DIAL-A-RIDE
2023 ZERO-EMISSION VEHICLE TRANSITION PLAN
construction. Funds claimed under
Article 8(e) may be used to purchase
vehicles and related equipment. While
the City is not likely to use LTF to fund
its ZEV transition, it is allowable to use
this funding for that purpose.

Transportation Development Act –
State Transit Assistance (STA) Fund
STA funds may be used for capital
purposes, including vehicle purchases
and infrastructure. This includes
accruing STA funds for a larger
purchase. If funds are not needed for
operations, the City may wish to retain
them to fund vehicle and
infrastructure projects.

State of Good Repair (SOGR) (Senate
Bill 1)
State of Good Repair funds may also
be available to purchase vehicles since
electric vehicles will be purchased as
existing vehicles reach the end of their
useful lives. For the last couple of
years, Kern County received
approximately $1.5 million, which was,
in turn, allocated throughout the
region. The Kern Council of
Governments issues an annual Call for
Projects, which is then programmed
for funding.

Infrastructure State Revolving Fund
(ISRF) Program
The ISRF program is authorized to
provide low-cost public financing to
state and local government entities.

Financing is available in amounts
ranging from $50,000 to $25 million
with loan terms for the useful life of
the project up to a maximum of 30
years. Eligible applicants must be
located in California and include any
subdivision of a local government,

DocuSign Envelope ID: 3B55F9F5-4140-4791-9768-BB677DF6CD47 including cities, counties, special
districts, assessment districts, joint
powers authorities, and non-profit
organizations sponsored by a
government entity.

Congestion Mitigation and Air Quality
(CMAQ)
Funds for projects that contribute to
improved air quality and mitigate
congestion are allocated through
KernCOG.

Section I: Start-up and Scale-up
Shafter Dial-A-Ride has been operating EVs since 2015. Shafter has been at the forefront of EV adaption and has been a public agency leader in the South San Joaquin Valley. Shafter Public Works has the current infrastructure including reliable charging stations. Shafter is fully on board with EV technology and adaption. However, Shafter is a small agency where only two EV operate at any given point. Dial-A-Ride only has two operational EV and has no excess EV inventory that could be tapped during EV repairs and maintenance. Because EV technology is unproven and is slowly moving towards maturity; it has been Shafter’s experience that EVs are often unreliable which necessitates the use old gas vans as backups during frequent repairs. A reliable backup vehicle is essential to maintain basic services which is why our current plan calls for two new hybrid vans which will help us transition during upcoming EV adoption as an industry. The EV industry will take many years, but we are confident that we will have more reliable EVs by 2040.

CONSENT CALENDAR

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: September 5, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Rogelio Sanchez, Finance Director
SUBJECT: AUTHORIZE THE CITY MANAGER OR FINANCE DIRECTOR TO SIGN AGREEMENT WITH INVOICECLOUD, INC. FOR UTILITY

BILLS ONLINE PAYMENTS

RECOMMENDATION
Council find the action is not defined as a “project” per Section 15378(b)(4) of the CEQA Guidelines; authorize the City Manager or Finance Director to approve an agreement with InvoiceCloud, Inc. to replace the current utility bills online payments solution.

BACKGROUND
The current utility billing online payment system is not user-friendly, which has an adoption rate of less than 30%. Invoice Cloud provides an alternative where customers can sign-up and receive text communication with a mechanism to process online payments.

Invoice Cloud has provided clients with an easy-to-use payment experience that consumers expect based on doing online business with Fortune 100 companies, such as American Express, Geico, Capital One, or Amazon.com. Payers do not ‘forgive’ a smaller organization’s online experience due to lower resources; they expect everything to be simple and instantaneous. Invoice Cloud designs payment channels to significantly increase self-service and e-bill adoption while simultaneously reducing payment-related calls to your customer service team and agents.

Invoice Cloud has a proven record as shown in the following summary:
• Founded in 2009
• 130+ different software integrations
• 2,100+ municipal and utility clients in all 50 states • $17B+ processed payments in 2020 (roughly 84M payments) • 119% average online payment adoption increase in the first year of service • 2.8x average paperless billing adoption
• 99.9% system up-time
• PCI Level 1 and SSAE 18 (SOC 1 and 2) certified for online payment security • 98% client retention rate
Staff recommends the replacement of the current online payment system with a

AUTHORIZE THE CITY MANAGER OR FINANCE DIRECTOR TO SIGN AGREEMENT WITH INVOICECLOUD, INC. FOR UTILITY BILLS ONLINE PAYMENTS
- 2 -
modern, easy-to-use solution. The proposed cost is similar to the current system, which would not require any budget adjustments.

ANALYSIS
Less than 30% of customers take advantage of online payments. Any increases in online payments will reduce the workload within the Finance Department. The majority of utility bill payments are sent by mail or in-person payment, which generates thousands of monthly manual entries.

FISCAL IMPACT
The current citizen self-service has similar costs to the new proposed solution. There is a modest increase in bank fees due to an expected increase in participation related to online payments. The increase in customer participation should reduce the workload within the Finance Department. Any modest cost increase can be covered with the existing operating budget; therefore, no budget adjustment is necessary.

CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b)(4) of the CEQA Guidelines because the action is to authorize the signing of an agreement for utility bill online payment and therefore, it is the creation of a governmental funding mechanism or other fiscal activity that does not involve any commitment to a specific project that can result in a potentially significant impact and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
Yes

ALTERNATIVES
Continue with current citizen self-service online payments; NOT RECOMMENDED

NEXT STEPS
Software implementation in the next few months.

ATTACHMENTS

1. Shafter Proposal

2. Shafter Statement of Work

3. Biller Agreement Final Reviewed by BBK

Innovating the Customer
Experience
Customer Engagement, Electronic Bill
Presentment, & Electronic Bill Payment
Jack Wiedie
Account Executive
30 Braintree Hill Office Park, Suite 303
Braintree, MA 02184
330.998.5676
[email protected]
www.invoicecloud.com
Confidential & Proprietary © 2022
This proposal contains confidential and proprietary information to help the recipient select the most qualified vendor with the best technical solution at the best value. Should any outside party request a copy of this proposal, Invoice Cloud asks that you please either (a) redact any sections marked Proprietary/ Confidential or (b) contact us for a redacted electronic version.

PRESENTED TO:

Shafter, California
June 29th, 2023
Pricing Valid for 90 Days

Shafter, California | Innovating the Customer Experience Confidential & Proprietary © 2021 | i
Table of Contents
1 Introduction ............................................................................................................................ 1

1.1 Our 4Cs Approach ............................................................................................................ 4

1.1.1 Cloud ......................................................................................................................... 4

1.1.2 Connect..................................................................................................................... 6

1.1.3 Convert...................................................................................................................... 7

1.1.4 Communicate............................................................................................................ 8

1.2 Case Studies ..................................................................................................................... 9

1.2.1 City of Escondido, CA ................................................................................................ 9

1.2.2 Arlington Water, TX ................................................................................................ 10 2 Product Overview .................................................................... Error! Bookmark not defined.

2.1 One-time Payments........................................................................................................ 12

2.2 Registering for Faster and More Convenient Payments................................................ 15

2.3 Flexible Payment Options .............................................................................................. 16

2.3.1 Scheduled Payments............................................................................................... 16

2.3.2 Recurring Scheduled Payments.............................................................................. 16

2.3.3 AutoPay................................................................................................................... 17

2.3.4 FlexPay .................................................................................................................... 18

2.4 Mobile Optimized Payments.......................................................................................... 19

2.5 Pay by Text ..................................................................................................................... 20

2.6 Donations.......................................................................... Error! Bookmark not defined.

2.7 One-stop Shop for All Services....................................................................................... 21

2.7.1 Cloud Store.............................................................................................................. 21

2.7.2 Cloud Payment........................................................................................................ 21

2.8 Alternatives to Walk-in Payments.................................................................................. 22

2.9 In-person/Point-of-Sale Payments................................................................................. 23

2.10 Intercept Bank-issued Paper Checks with Online Bank Direct................................... 24

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2.11 Pay by Phone/IVR .......................................................... Error! Bookmark not defined.

2.12 Agent/CSR Tools ............................................................ Error! Bookmark not defined.

2.12.1 Biller Portal.............................................................................................................. 25

2.12.2 CSRConnect............................................................................................................. 29 3 Pricing.................................................................................................................................... 31

Shafter, California | Innovating the Customer Experience Confidential & Proprietary © 2021 | 1
1 Introduction
Invoice Cloud has provided clients the easyto-use payment experience that consumers expect based on doing online business with
Fortune 100 companies, such as American
Express, Geico, Capital One, or Amazon.com.

Payers do not ‘forgive’ a smaller
organization’s online experience due to fewer
resources; they expect everything to be
simple and instantaneous. For Invoice Cloud,
platform design is paramount to delivering
the best results for our clients and your
customers; just adding payment channels has
limited usefulness. We design our payment
channels to significantly increase self-service
and e-bill adoption while simultaneously
reducing payment-related calls to your customer service team and agents.

To achieve these results for our clients, Invoice Cloud focuses on 4 core competencies: the 4Cs of Effective Electronic Bill Presentment and Payment.

1. Cloud: The application is true SaaS, so our clients never have to do upgrades or updates.

2. Connect: Our implementation and integration methodology is best in class, making it simple to install for our clients so they can reap the benefits in 90 - 120 days after signing.

3. Convert: The design of the payment channels – how easy it is to enroll in the self-service options, and how easy it is to pay through them – is how Invoice Cloud achieves the industry’s best e-adoption rates.

4. Communicate: Our intelligent communications engine with event-based reminders (text, email, phone) sent only to payers who have yet to act. This automates communication between you and your customers, drives down call center volume, and increases conversion to self-service.

Invoice Cloud’s focus in these 4 areas has resulted in our average client achieving a 119% increase in e-payments and a 2.8X increase in paperless enrollment in year 1 – while also seeing a more than 40% reduction in payment related CSR calls.

Invoice Cloud (IC) by the Numbers
• Founded in 2009
• 130+ different software integrations
• 2,100+ municipal and utility clients in all 50
states
• $17B+ processed payments in 2020 (roughly
84M payments)
• 119% average online payment adoption
increase in the first year of service
• 2.8x average paperless billing adoption
• 99.9% system up-time
• PCI Level 1 and SSAE 18 (SOC 1 and 2) certified
for online payment security
• 98% client retention rate

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Table 1. Shafter, California Proposal Goals and Objectives Goals & Objectives Invoice
Cloud
Future proof your customer experience with a true Software-as-a-Service EBPP platform. Stay ahead of payment and customer engagement technology with an automatically monthly updating SaaS partner.

Current online adoption- 21.2% (If you have 4,000 monthly bills) Percent of US adults who made a digital payment last year- 82%.

Percent of Shafter population under the age of 65: 92.6% (US Census Bureau) ✔

2. Access 5 retail payment locations in Shafter with our Check Free Pay Service- Eliminate the demand for in office payments- even before improving online adoption. ✔

3. Today, accessing your online portal without Customer Service help can best be achieved with a 7-page guide outlining registering by:
- creating a Username and bank complex password
-authenticating the email address by entering in a code that they’re sent -selecting the correct “Link to Account’ page, then having your paper bill to enter your Account ID and Customer ID
-manually entering all your address and payment information. This is not easily completed on a mobile device.

If a brand-new customer calls in and wants help getting through the system, your CSRs would be able to text them a link that takes them directly to the payment page in a mobile responsive format.
✔

4. Provide customers with an enhanced ‘One Time Payment’ (41% of people prefer to pay this way.) Customers will now be able to use One Time Payment to see 24 months of billing history and full invoices, sign up for text or e-mail reminders, and sign up for auto pay using Credit Card or ACH, all while knowing their balance is accurately reflecting. (this is a huge factor in increasing e-adoption).
✔

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5. Implement a customer engagement, e-billing and payment solution that will expand your payment options for Payers, significantly increasing the number of customers adopting paperless and electronic payments. (IVR, Apple Pay, Venmo) and Paypal microloans.
✔

6. Provide a tight, balance real-time batch integration that will eliminate manual tasks related to Reporting, Shut-Off, Online Bank Payments, saving time, effort, and frustrations for your CSR staff. All payment methods can be uploaded with a single file. You’ll also have easy reporting tools to track “Shut Off Day” payments in real time through our portal. ✔

7. Reduce inbound phone calls for payment and website related assistance and complaints, making CSRs more efficient and improving the CSR employee’s experience.

With our Omni Channel payment platform communication, balances will be updated in real time across InvoiceCloud for all payment types immediately. ✔

8. Improve customer communications by sending out automated, event-driven email and text reminders and notifications (all sent by Invoice Cloud on behalf of Shafter, California). Customers opt into receiving email notifications, and they will get three reminders before a bill is due. The notifications stop when a bill is paid, preventing confusion and inbound phone calls.
✔

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1.1 Our 4Cs Approach
Invoice Cloud delivers a simple, out-of-the box solution with a partnered integration with your billing system, quick and easy implementation, and a proven interface that increases eadoption: the measure of how many customers use a billing and payment solution. Eadoption is the only metric that can demonstrate which solution customers prefer, and Invoice Cloud provides the industry's highest average e-adoption increase of 119% and 2.8x more paperless enrollments in the first year of service alone. This e-adoption only grows year-overyear as we improve our true SaaS solution on your behalf. Higher e-adoption means our system is easier to use, has the most comprehensive set of features for flexibility, and has the best interface and marketing techniques to drive usage (Figure 1).

Figure 1. Invoice Cloud's Average First Year Adoption Increases. Our clients typically see their e-payment adoption and paperless enrollments double in only one year after switching to Invoice Cloud.

As more of your customers use our platform and switch to paperless billing, AutoPay, and other features of our solution, the Shafter, California saves time and money, having more of both to pursue other business ventures. There is a significant cost to handling paper bills and physical payment instruments (i.e., cash and checks). But you also save operational costs when more customers automatically pay their bills on time every month, spending less on collection efforts, extra communication, and shutoffs.

The Shafter, California can expect similar (or better!) e-adoption through Invoice Cloud's 4 Cs of a successful EBPP.

1.1.1 Cloud
Continually add new payment options, communications methods, and increased security through True SaaS updates: Invoice Cloud simplifies payment processor management by shouldering nearly all IT processes and upgrades on your behalf. We keep our system up to

Shafter, California | Innovating the Customer Experience Confidential & Proprietary © 2021 | 5
date through true SaaS
delivery of new features and
security updates. With IC’s
true SaaS platform, the biller
always receives access to all
new features as we release
them, no updates or patches
required (Figure 2).

When we release a new
enhancement, we update a
single instance of our
platform and then give each
biller the opportunity to opt in through remote activation. True SaaS means that your customers log into the latest, greatest, and most secure version of our payment portal every time they pay their electric bill. For example: when Invoice Cloud added the option to pay with and save mobile wallet payment methods like Apple Pay and Google Pay, all 2,100+ IC clients received this ability the day of release (Figure 3).

Figure 3. Mobile wallet simplifies the customer experience to make paying easier than ever. Automatic true SaaS updates delivered secure, fast payments through Apple Pay and Google Pay to 100% of our clients on the day of release.

Figure 2. IC’s Single Instance, Multi-Tenant SaaS Platform. IC updates a single stack of code, and all clients receive enhancements immediately without uploading patches or upgrades.

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1.1.2 Connect
Receive payments faster and always
present the latest balance through
Invoice Cloud's integration to your
billing system(s): Our platform
reflects the data in your core
billing/CIS software via a deep
integration, reducing administrative
work for staff and sending intelligent
communications to drive customer
self-service. Invoice Cloud has
developed more than 130 seamless
integrations, leveraging batch, realtime and single sign-on (SSO) with our growing list of partners and
supported integrations (Figure 4).

We apply our integration experience
to perform 70%+ of the
implementation effort on our billers'
behalf in 90 - 120 business days. We
transparently keep our clients
apprised throughout
implementation by updating our
shared Smartsheets dashboard
(Figure 5).

Invoice Cloud can also embed our
EBPP service into third-party portals
through iframes, creating a seamless
experience for the payer that
matches the style, color schemes,
and branding of an existing portal
(Figure 6). Clicking on link like
AutoPay, Paperless, or Account History opens those Invoice Cloud screens within the same platform.

Figure 4. Invoice Cloud’s Year-over-year Increase in Partners. More third-party vendors choose to partner with us after integrating our platforms.

Figure 5. Invoice Cloud Implementation Tracking in Smartsheets.

See which key personnel are responsible for each technical aspect of implementation and track day-to-day progress.

Shafter, California | Innovating the Customer Experience Confidential & Proprietary © 2021 | 7
Figure 6. Example of an Iframe-embedded SSO with One of Many Third-Party Portal Solutions. SSO automatically logs customers into both third-party portals and IC as one completely seamless and secure payment experience.

1.1.3 Convert
Increase operation savings in both time and money through streamlined customer selfservice: The purpose of an EBPP platform is to drive conversion to self-service e-payments and decrease customer calls. The ease of enrollment of the payment/reminder options, as well as the ease of paying through the various channels determines the number of payers who will use them. Invoice Cloud designed our payment process to engage customers at existing contact points to present opportunities to self-service enroll in payment services and reminders (Figure 7 and Figure 8). We also provide tools to CSRs in our Biller Portal that help retrain customer behavior towards self-service, like sending direct links to their payment via text message. As more of your customers use Invoice Cloud to manage paperless billing, AutoPay, text, and more, you save money and can spend time on more important tasks than manual collections.

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Figure 7. Enrolling in Pay by Text, AutoPay, and Paperless Without Leaving the Payment Process. Customers can enroll mid-payment process, at the very end, and from their confirmation email.

Figure 8. Send a Text Message with a Direct Link to a Customer's Payment from the Biller Portal. CSRs can now help mobile-using customers more easily find their bill and enroll in Pay by Text.

1.1.4 Communicate
Improve customer engagement and satisfaction through Invoice Cloud’s simple, consistent interface and communications: The effectiveness of the automated communication engine with payers determines if an EBPP platform will drive more self-service and decrease customer phone calls. Invoice Cloud helps clients reduce operational costs and customer calls through our consistent customer experience across our omnichannel payment and communication features (Figure 9). We engage more customers through targeted, automated messaging and selfservice so that they help themselves, paying their bills on time without calling or walking into your office.

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Figure 9. Invoice Cloud's Customer Engagement Platform Options. We help billers more effectively engage payers through the communications channels that customers prefer.

1.2 Case Studies
We provide examples of how we apply our 4Cs approach to help our more than 2,100 clients save time and money by converting their customers to self-service electronic payments and paperless billing. The following case studies are typical of our clients' experiences after switching to Invoice Cloud.

1.2.1 City of Escondido, CA
To meet PCI compliance requirements, the City of Escondido decided to move its online payment processing to a third-party vendor. Unfortunately, the system that was implemented created challenges for the City and its citizens through a difficult user experience, lack of convenient payment options and lack of real-time integration, among other issues. After switching to Invoice Cloud, Escondido has achieved PCI Level 1 compliance and increased eadoption (Figure 10).

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Figure 10. City of Escondido's Savings in Time and Money through Invoice Cloud's Customer Engagement. In only 9 months, the City increased e-adoption by more than 200% and more than tripled their paperless enrollments.

More than half of all City bills are paid electronically, 21% without printing and mailing a paper bill.

1.2.2 Arlington Water, TX
Increasing water rates were becoming a major
issue for Arlington Water Utilities customers. To
combat these rate hikes, Arlington needed to find
a creative way to increase revenue and decrease
costs without raising rates. The utility faced
billing challenges, including rising credit card
processing fees, print and mail costs, and calls
and walk-ins. After switching to Invoice Cloud,
Arlington increased revenue and cut costs
through higher e-adoption (Figure 11).

Figure 11. The City of Arlington's Savings in Time and Money by Increasing Customer Engagement through Invoice Cloud. More City customers use Invoice Cloud to pay electronically every year rather than pay through the mail or over the phone, even with new convenience fees. "We feared a major reduction in digital
payments due to implementing a convenience
fee. We were pleased to see, despite adding the
fee, with the Invoice Cloud platform, we
reached our previous adoption levels in less
than three months and continue to see growth
in adoption well above previous levels."
Matt Peters
Water Utilities Department, City of Arlington

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2 Invoice Cloud's Omnichannel Experience
Invoice Cloud provides a secure, private, and third-party certified Payment Card Industry (PCI) Level 1-compliant solution to electronically present bills from your billing system and accept payments using all major credit and debit card brands, including Visa, MasterCard, Discover, and American Express; eChecks; digital wallet methods like Apple Pay and Google Pay; and now PayPal and Venmo. We are responsible for the security of all cardholder data in the IC system, relieving our billers of all online PCI requirements.

Invoice Cloud recognizes that everyone uses the internet and, more importantly, pays their bills differently. We provide the means to securely access billing data and pay using all credit, debit, ACH, and digital wallet methods across our entire omnichannel customer engagement platform (Figure 12).

We achieve the highest e-adoption rates by providing a consistent interface across fully integrated extensive web and mobile payment options, so that customers can easily learn and use the best self-service options based on their own preferences, including those described in the following subsections.

Figure 12. IC’s Communications Engine and Diverse Payment Options Reaches More Payers. Save time and money by engaging customers to pay bills without calling, walking into, or mailing physical checks to offices.

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2.1 One-time Payments
Invoice Cloud provides the most robust onetime payment system in the industry.

Registered and unregistered customers can
fill a shopping cart with related payments and
pay in three or fewer steps, during which we
provide multiple opportunities and incentives
to register, link a phone number or email
address to their accounts for text and email
notifications, go paperless, or enroll in
AutoPay.

Invoice Cloud makes it easy for customers to pay their bills, whether registered or not, through our platform. Customers make one-time payments without logging in to our Customer Portal, which they can access directly from email or text notifications or through your web site. Once in the Customer Portal landing page, the customer can look up their bill using criteria dictated by the biller, such as their Account Number or Service Address (Figure 13). They can also view an exact PDF of their invoice, set calendar reminders, and build a shopping cart to pay for any invoice types offered by the biller.

IC provides a robust Shopping Cart experience: payers can add multiple invoices from multiple Higher E-adoption through OneTime Payments
41% of online payers use one-time payment
channels. Most of these customers do not go
online with the intent of signing up for these
additional services. Invoice Cloud maximizes
enrollment (and, thus, print/mail cost savings) by
presenting enrollment options as part of the onetime payment process.

Figure 13. Finding Your Bill for One-time Payment. Customers quickly find their bill using search criteria defined by the biller in accordance with your business rules.

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billing departments to their cart, even from disparate billing systems, and pay them all in a single transaction (Figure 14). IC also maintains line items for each invoice against the total balance, depositing each to different bank accounts per your business rules.

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We provide a simple, intuitive payment process with proven timesavers, like auto-filling name and address fields from their invoice, and automatically presenting other outstanding bills for the payer to pay (if applicable). We make it easier to pay from mobile devices, reduce rejects and chargebacks, and protect the biller
from payments with flagged accounts for
fraudulent activity. We also embed
proven e-adoption increasing features
into our payment process, like AutoPay,
paperless, and Pay by Text enrollment
and registration for flexible payment
options (Figure 15).

Figure 14. One-Time Payer Adding Multiple Invoices to their Cart. One-time payers can control their payment options at any point of purchase, increasing the likelihood of e-adoption.

Streamline the Payment Process for
Higher E-adoption
• Limit customer keystrokes by pre-populating name
and address fields from the invoice
• Auto-enroll customers into email reminders by
requiring an email address for their receipt
• Eliminate submittal of invalid payment methods by
authorizing card and ACH routing information as
entered
• Increase AutoPay, Paperless, and Pay by Text
enrollment by providing opportunities to selfservice apply payment information

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2.2 Registering for Faster and More Convenient Payments Invoice Cloud provides a Customer Portal for customers who want to register and take advantage of additional self-service options. Payers can self-service manage their bill pay settings, review their billing and payment history, and change their settings for AutoPay/paperless billing/Pay by Text; additionally, payers can link multiple accounts to their profile, schedule single payments, set-up recurring payments, and save new payment methods (i.e., credit/debit cards, digital wallet methods, and bank accounts for ACH). (Figure 16).

Figure 16. Customer Portal for a Registered Account. Invoice Cloud provides redundant interface options to help any user update and add services to their profile, no matter how they typically use the internet.

Figure 15. Review Payment. One-time payers can forgo traditional registration while opting into paperless billing by email or text or even AutoPay. This is how we achieve our e-adoption rates.

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2.3 Flexible Payment Options
Invoice Cloud provides several in-house options to help each payer pay their bill on time when it best suits their budget. We have also recently added PayPal Pal Later functions to our checkout process, including PayPal Credit and Pay in 4. PayPal Pay in 4 allows the qualifying payer to pay a bill between $30 and $600 in four interest-free installments every two weeks over a 6-week period. Their first installment is required immediately to complete our payment process, but the biller receives the full payment amount of all installments in two business days.

2.3.1 Scheduled Payments
Registered customers can schedule a one-time future payment using Scheduled Payments in their Customer Portal account (Figure 17). They may schedule more than one payment at a time. We configure the Customer Portal to only allow selections that meet your business rules, like last permissible date for payment and minimum payment amount.

Figure 17. Scheduled Payment Options. Customers can future-date a payment to avoid running out of funds.

2.3.2 Recurring Scheduled Payments
Registered customers can self-service set recurring scheduled payments to pay a certain amount the same day every month (Figure 18).

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Figure 18. Scheduling Recurring Payments. Customers can schedule and pause a recurring payment for any day of the month.

2.3.3 AutoPay
Any customer—registered or not—
can automatically pay their full
invoice amount, on the day it is due,
through AutoPay. This is critical for
utility bills, where balances are based
on consumption, and ensures that, if
a customer makes partial payments or
simply wants the convenience of
paying their bills on time, every time,
any remaining balance is always
automatically paid when due.

Enrollment is 100% self-service either
from our one-time payment (which
typically doubles AutoPay enrollment
for new clients) or from the registered
payer's Customer Portal account
(Figure 19).

Invoice Cloud improves on the AutoPay
offered by other vendors
• 100% self-service enrollment, requiring no
registration by the customer or action by the biller.
• Securely store and tokenize all payment data using
our double encryption methodology.
• Prevent over- and under-payments by always applying
the latest balance on the AutoPay due date through
real-time data refreshes.
• Provide peace of mind and opportunity to change
AutoPay settings prior to payment through
automated email reminders.
• Reduce rejects--and shut-offs and late fees--through
automated ACH reject email notifications within
seconds of AutoPay payment

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Figure 19. AutoPay Setup. Customers can set and forget AutoPay, always paying their full balance on time.

2.3.4 FlexPay
Registered customers can create their own payment schedule within a billing cycle through IC’s FlexPay, making any number of payments before a payment is due. Customers choose the first and last payment dates and then number of payments. IC generates a corresponding number of payment fields so that the customer can set the exact date and amount for each (Figure 20).

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Figure 20. FlexPay Setup. Customers can future-date multiple payments to avoid running out of funds.

2.4 Mobile Optimized Payments
Invoice Cloud's Customer Portal is device- and browser-agnostic, working on any mobile device using Google Chrome, Apple Safari, Mozilla Firefox, or Microsoft Internet Explorer or Edge browsers. We designed our Customer Portal to be mobile responsive, meaning it changes based on the size of screen it loads on to be readable and maintain all user functionality (Figure 21).

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Figure 21. Mobile Responsive Site Design Delivers the Best Invoice Cloud and Device Functionality. Payers can find and pay their bill on any smart device and use mobile wallets like Apple Pay and Google Pay.

2.5 Pay by Text
Customers receive a text notification with a direct link to their payment in our mobile optimized site – no login or reauthentication required. Or, if registered with Invoice Cloud, they can pay by simply replying to the text alert (Figure 22).

Figure 22. Pay by Text Reminders Engage Mobile Customers. Quickly pay your bill either by SMS text or in the web browser of your choice.

2.6 Round Up or Add Donation to Payment

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Customers can add a donation to the
charity of the biller's choice during our
simple, three-step payment process.

Clients can advertise their charity in
the payment route, and customers can
either round up, donate a flat amount,
or enter a custom amount (Figure 23).

2.7 One-stop Shop for
All Services
Invoice Cloud's scalability through True
SaaS configuration makes it easy to
unify both recurring invoiced and oneoff, non-invoiced payments in one single billing and payment solution. We configure invoice types for any payment your customers need, whether utility or tax bill or other services like permits and fees, so that each invoice type behaves in accordance with your business rules.

Each invoice type can have its own integrated billing system, fee model, depository bank, and more.

2.7.1 Cloud Store
Cloud Store allows billers to accept
payments for non-invoiced services, such
as permits, licenses, membership fees, etc.
(Figure 24). We work with our clients to
define the required fields, fees, and data
entry form to accept payment and provide
the right information back to you. Cloud
Store works with Shopping Cart, so
customers can pay more than one invoice
in a single checkout process.

2.7.2 Cloud Payment
Cloud Payment integrates Invoice Cloud
with third-party systems for one-time noninvoiced items, like parking or permit Figure 23. Adding a Donation to their Cart. Customers can easily donate to your preferred cause(s) without exiting the payment process.

Figure 24. Example of a Cloud Store. Quickly and painlessly add new, non-invoiced payments including all data needed.

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systems, to securely process payments during the mid-application. IC takes the data from the third-party system to generate an invoice on-the-fly, processing the payment in our own Customer Portal (Figure 25). Once payment is complete, IC sends confirmation back to the third-party system, and the customer can complete their application.

Figure 25. Third-Party Payment Site Integrated with IC through Cloud Payments. Third-party systems can access IC data to process and then receive real-time confirmation of payment.

2.8 Full Integration of Trusted Digital Wallets
Security-conscious consumers may prefer to use existing digital wallets to pay online rather than enter payment credentials into a new system. Invoice Cloud designed our platform to automatically recognize users' eligible wallet options based on their device and browser settings so that they can apply them to your payments, including Apple Pay, Google Pay, PayPal, and Venmo (Figure 26).

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Figure 26. Digital Wallet Options in our Payment Process. Invoice Cloud automatically updates payment options based on a customer's available digital wallet options, including Apple Pay and Google Pay.

2.9 Electronic Payment Options for Unbanked Customers
One of the most common remaining barriers to adoption of low-cost electronic payments is that certain customer bases lack bank accounts and, to date, could only pay in-person (often in cash). Invoice Cloud helps reduce this foot traffic and improve customer satisfaction by providing electronic means to pay their bills with either physical currency or through app-based payment systems like PayPal and Venmo.

Invoice Cloud uses the Fiserv network to provide CheckFreePay, which allows customers to pay with cash at thousands of participating retail, grocery, and convenience stores using their invoice. We also now accept PayPal and Venmo payments because much of the unbanked population uses these services to stand in for traditional banking. We are always exploring options to help more people pay electronically.

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2.10In-person/Point-of-Sale Payments
We provide a built-in cashiering system in our Biller Portal for in-person payments, which works with optional PCIcompliant credit/debit card readers. We can also integrate directly with cashiering systems. Customers pay by
inserting or swiping their cards, and Invoice Cloud
automatically updates the customer's balance in your CIS (Figure 27).

2.11 Intercept Bank-issued Paper
Checks with Online Bank Direct
Invoice Cloud offers our clients the ability to electronically receive customer payments when they pay through their
home bank, using our Online Bank Direct™ (OBD) service. OBD eliminates paper checks issued by online banking sites; instead, you receive electronic ACH deposits instead, saving your staff time and effort. OBD matches electronic payments (like lock box files) to the payer’s account. If the match is made, OBD processes and uploads it into your billing system (Figure 28). Artificial Intelligence remembers the matches for next time, so each billing cycle is less matching work.

Figure 28. OBD-intercepted Pending Payments. Stop processing paper checks from banks, saving time trying to match them to accounts.

2.12 Automate Over-the-phone Payments with Convenient
IVR
Figure 27. One of Several Compliant Card
Readers.

Secure, Painless IVR that Promotes

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Invoice Cloud’s fully integrated IVR was
designed to get calls out of your call center.

With CallerID authentication, gone are the
days of payers calling to ask for their
account number/customer number before
you transfer them to your IVR. Additionally,
the option to receive a text instead of
continuing with the phone prompts makes it
easier for payers to complete a transaction.

If the payer chooses to continue with the
IVR, the option to save their payment
method for next time they call makes paying
a 2nd time much easier. Invoice Cloud’s IVR supports English and Spanish, which customers can navigate by either touchtone or voice to pay their bill and save payment methods.

Invoice Cloud also offers an outbound IVR service: bill reminders, past due notifications, and adhoc notices (water boil, power outage, etc.) Our clients can customize and schedule reminder calls, e-mails and text to payers through our self-service portal.

2.13 Equip Your Agents/CSRs with Customer Engaging
Tools
Invoice Cloud provides tools to help out billers' Customer Service Representatives better communicate with payers, including our Biller Portal and SSO integration of our payment process with many third-party CSR interfaces. We help CSRs share the customer experience and functionality that helps train customers to try our platform's many self-service options.

2.13.1 Biller Portal
Invoice Cloud’s Biller Portal offers extensive reporting and administration tools, making administration, reconciliation, and data mining easier for the Shafter, California (Figure 29). The Biller Portal is available 24/7/365 and is 100% self-service for the user.

Based on permissions set by the biller, admin users can:
• Block customers from making ACH and/or Credit Card Payments. • Email or text invoice notifications to the customer with direct links to their payment. • Set up AutoPay, paperless billing, and more for a payer at their request. • Log in as the user to recreate their payment experience.

Self-Service
• One phone number for customers to dial
• Self-service ACH and CC payments
• Self-service request a text message with a
secure payment link using Link Trigger.
• Automatically connect to your account through
Caller ID Lookup
• Use special characters to enter complex
policy/account numbers
• Receive timely outbound IVR invoice alerts to
automatically connect to your bill for payment

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• Review payment and/or email history.
• Issue a credit on an overpayment.

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One of the leading reasons customers call our billers to make a payment, despite having an IVR solution, is that customers do not know how to look up their bill in the first place. Invoice Cloud launched CSR Text Reminders so that your CSRs/agents can send a text with a direct link to their bill (Figure 30). The customer can now see how easy it is to pay in our mobile site.

Figure 30. Send a Text Message with a Direct Link to a Customer's Payment from the Biller Portal. CSRs can now help mobile-using customers more easily find their bill and enroll in Pay by Text.

Our admin portal (‘Biller Portal’) offers many standard and ad hoc reports on demand, 24/7 with date ranges and drill down options to view detail (Figure 31).

Figure 29. Invoice Cloud’s Simple Back-end Biller Portal. Manage all billing functions through our user-friendly interface.

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Figure 31. Robust Reporting Options. Use pre-configured reports or define new ones and export results to Excel.

Invoice Cloud provides 29 email templates, all triggered by events and customer activity. Email notifications are completely customizable using the Biller Portal’s built-in editor (Figure 32).

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Figure 32. Invoice Cloud’s Unmatched Email Management Tool. No other EBPP provider provides this level of control over the content and branding of its email engine.

2.13.2 CSRConnect
Your CSRs can also accept in-person and over-the-phone payments from within your existing cashiering system through our CloudCSRConnect interface. CloudCSRConnect integrates Invoice Cloud with a third-party CIS application to redirect to areas within the Customer Portal. We connect fields via API, dynamically creating or updating a customer and their invoice details and balance (Figure 33).

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Figure 33. CSRConnect's API Links Common CSR Functions to Invoice Cloud Features. CSRs can access IC's payment EBPP without switching from their CIS's CSR screens.

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3 Pricing
Table 2. Customer Engagement, Electronic Bill Presentment and Payment Pricing. Pricing based on 4,500 bills per month and $141 average credit card payment.

Service Description Fee
Integration, Deployment and Training
NOTE: Includes integration with your billing system(s)
No Charge
Account Access – monthly access to branded Customer and Biller Portals – includes one (1) Administrative User
NOTE: The monthly access fee covers maintenance, support, upgrades, and full access to the Invoice Cloud service for the biller and its customers $100
HelpDesk Support and Marketing – access to Invoice Cloud HelpDesk, client services team, and marketing support to help you achieve the industry’s highest payment and paperless adoption.

No Charge
Paperless Billing – per paperless bill per cycle
NOTE: Only when paper is suppressed, and a paper invoice is not mailed. $0.30
Electronic Payment Fees -- Absorbed Model
Residential Credit / Debit Cards
Visa, MasterCard and Discover, and American Express – Fee per transaction – Paid by Shafter, California
Minimum payment $2.00

2.95% flat rate
E-Check / ACH – per transaction $1.75
Miscellaneous Fees
Credit Card Chargeback $10.00
ACH Reject $10.00
CheckFreePay -- Cash Payments @ Retail Location (Optional) Customer or Biller Paid -- per transaction $0.50
IVR
Inbound -- Per Call (Payment Only) $0.95
Outbound -- Per Call $0.07
Point-of-Sale Card Readers (Optional)

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Encrypted Card Readers for counter payments – monthly rental per unit $15.00 Online Bank Direct – Online Bank Payment Consolidation (Optional) Per Transaction Fee $0.50
OBD Monthly Access Fee $50.00

IC Confidential - City of Shafter, California 1
Invoice Cloud
Statement of Work
City of Shafter, California
Overview
The Invoice Cloud (IC) suite of services (The Service) will give the City of Shafter, California (City of Shafter, California ) and its customers the ability to accept online payments for invoiced and non-invoiced items. The Service will allow the City of Shafter, California to offer online payment processing in a securely hosted real-time environment.

Customers will be able to locate, view and print bills or invoices and payment records online and pay using credit cards, debit cards, and electronic checks.

Definitions:

1. City of Shafter, California – Merchant / City of Shafter, California

2. Payer – Client customer, resident, person paying a bill or invoice

3. EBPP – Electronic Bill Presentment & Payment

4. Bill – Bill and Invoice are used synonymously throughout this document

5. RTDR - Real-Time Data Refresh – collects and aggregates the data as soon as a user accesses a specific function

6. NTDR – Near-Time Data Refresh – integration that happens periodically; the data is collected immediately but it is not aggregated until later – data can be processed every day, every hour or even every few minutes

1. Security and Industry Compliance
Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI) standards, Cardholder Information Security Program (CISP) regulations and National Automated Clearinghouse Association (NACHA) rules and guidelines. Invoice Cloud will abide by such guidelines for the security of all cardholder data that Invoice Cloud possesses.
a. PCI - Invoice Cloud will provide compliant storage of City of Shafter, California ’s customer payment information that is certified by Visa/MasterCard. Data security measures are addressed during collection and transmission via SSL with our patent pending encryption technology. All confidential information will be treated in accordance with the PCI standards. b. Software as a Service (SaaS) Architecture – All City of Shafter, California customer financial and payment information and the invoice presentment and payment processing application is housed offsite from City of Shafter, California .
c. Browser Compatibility - Invoice Cloud supports the most current version of the industry’s most common browsers.

2. Data Integration
Invoice Cloud does maintain an integration with Tyler- Munis. The integration for the City of Shafter, California will include the functionality found in Appendix B.

3. Payer Portal
The Payer Portal is an electronic bill presentment and online payment portal where a City of Shafter, California ’s customer (Payer) can view a bill and then proceed, within the same user interface, to make an online payment. a. Invoice Cloud will present bills electronically through a payer portal that is branded for City of Shafter, California or via an email notification, if the Payer provides an email address. b. The electronic invoice presentment will simulate the paper invoice City of Shafter, California uses and will be available in PDF and/or html format.
c. The Service may provide the Payer the option of making a payment via credit card (Visa, MasterCard, American Express and Discover) or electronic check (also referred to as ACH, e-check, EFT).

IC Confidential - City of Shafter, California 2
d. The Service provides the Payer a one-time online payment option without registration, and the capability to register to access Payer’s account history, schedule a payment, or set up AutoPay payments.
e. A Payer will have the ability to choose their payment date (also known as scheduled payments). f. The system will accept partial, full, or overpayments as defined by the City of Shafter, California . g. The Payer will register with the Service using the authentication method designated by City of Shafter, California .
h. Linking Accounts - After registering with the Service, the Payer will be able to login into their account(s).

If the Payer has multiple accounts and uses the same authentication information for all accounts, the Payer will be able to link their account and view from a single registration. The Payer will then have the option to choose which account they would like to pay or view in further detail. i. The Payer will receive an email confirmation of payment after any payment process. j. The Payer will have the ability to search and access historical bills once they register with the Service.

The Service will store twenty-four (24) months of rolling history from the point of City of Shafter, California ’s first invoice file upload to the Service. This includes invoice history and account history. k. City of Shafter, California has the option of allowing the Payer to pay via different payment methods which include online, IVR, IC City of Shafter, California Portal, Pay by Text, CloudCSRConnect and CloudPOSConnect.
l. Payers who have scheduled a payment or registered for AutoPay will receive email notification from the Service of pending payments.
m. The Service includes shopping cart functionality.
n. The Service will allow the Payer the option to elect paperless billing. o. A Payer registered for paperless billing will be automatically placed back on paper billing if their email address is undeliverable; notification of the Payer’s undeliverable email address will be sent to City of Shafter, California via email.
p. The Service complies with Federal E-Signature Act for paperless billing and AutoPay by providing a system in which a Payer must confirm enrollment in paperless billing and/or AutoPay by responding to an email sent after the Payer registers for paperless billing and/or AutoPay through online self-service.

4. City of Shafter, California Portal
The City of Shafter, California Portal is an administrative portal where City of Shafter, California staff will have access to reporting, search customers, search invoices, search payments, initiate payments or credits, login as a Payer, modify email templates, etc.
a. City of Shafter, California can log in as the Payer on either the City of Shafter, California or Payer Portal and make a payment on behalf of the Payer. There is an audit trail for who made the payment, and the source of every payment (CSR, Pay by Text, AutoPay, Web, IVR, etc.). b. City of Shafter, California will have the capability of blocking future payments by specific Payer and payment method type (i.e. Credit Card or E-Check (ACH). c. Permissions – The City of Shafter, California Portal includes a table of role based permissions, determined by the City of Shafter, California ’s System Administrator. Each permission is applied to a user ID on an individual basis to maximize flexibility. The system administrator can allow or disallow access to functions such as viewing data, creating reports, resending email notices, processing payments, credits or refunds, editing email templates and more. Since it is controlled by City of Shafter, California administrator, changes can be made quickly on an as needed basis. d. Administrative Email Notifications - City of Shafter, California may set up the system to send several administrative notifications and request system notifications be sent to multiple staff members. This allows different departments to get the information they need in a timely manner. The notifications include:
• ACH Reject Notifications
• Batch Close Notifications
• Daily Management Report

IC Confidential - City of Shafter, California 3
• File Processing Notifications
• Month End Billing Invoice
• Paperless Customer Email Bounce Daily Report
• Request System Notifications (this is the ticketing system available in the Invoice Cloud payer portal).
• Status Notifications (notifications of planned outages, new features, etc.) e. City of Shafter, California Controlled Configuration Options – The City of Shafter, California Portal includes several City of Shafter, California controlled configurable options to customize the way payments and customer accounts are handled. The City of Shafter, California will be able to configure for:
• allowing Auto-Pay and scheduled payments
• allowing customers to update their phone or mailing address through the payer portal • allowing customers to pay less than, or more than the balance due based on receivable type • updating Refund Policy description
• updating customer service phone number

5. City of Shafter, California Portal - Reporting
City of Shafter, California can access a selection of pre-configured reports. City of Shafter, California can request reports for daily, monthly, or date range activity. Most reports can be exported to excel files or scheduled for download as a custom report, as indicated by asterisk (*) in the report name. All stored payment data is truncated, and this is reflected in all reports. a. Reports:
b. Search Customers*
c. Search Invoices
d. Search Payment Transactions*
e. Monthly Summary
f. Registration Report*
g. Autopay Report*
h. Paperless Report*
i. Data Synchronization History
j. EFT/ACH Rejects*
k. View Scheduled Payments*
l. Invoice File History
m. Import Errors
n. Daily Payments Received*
o. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
r. Email Tracking
s. Bounced Email Report
• Email Statistics
• Email Tracking
• Bounced Email Report

6. Payer Email Notifications
Invoice Cloud provides a set of customizable email notification templates for each invoice type that are delivered for numerous events surrounding electronic invoice presentment and payment activity. Email notifications may be customized through the City of Shafter, California Portal using a Word style editor and options to insert secure hyperlinks to website, links to electronic documents such as newsletter or bill inserts, and/or variable fields selected from the City of Shafter, California ’s data file.

IC Confidential - City of Shafter, California 4
a. Three (3) email notifications can be scheduled. The first notification is based on the number of days from the invoice due date. Second and third notifications will only be sent to Payers with an outstanding balance, not those with a scheduled payment, or Payers who have signed up for Auto-Pay. b. At the discretion of City of Shafter, California , Payer email notifications can be delivered for each of the following events.
• First Invoice Email Notification
• Second Invoice Email Notification
• Third Invoice Email Notification
• Payment Transaction Receipt
• Declined Auto Pay Transaction
• Late Fee Email Notification
• Declined Scheduled Payment Notification
• Registered Customer Welcome Email
• AutoPay Registration Notification
• Paperless Registration Notification
• ACH Reject/Chargeback Notices (with reason codes and descriptors) • Credit Card Expiration Notification
• Scheduled Payment Confirmation
• AutoPay Reminder Notification
• FlexPay Confirmation Notification
• Scheduled Payment Reminder
• Paperless Off Confirmation
• Online Bank Direct Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• AutoPay Off Confirmation
• Conveyed Customer Notification
• Multiple Registered Customers Welcome Email
• Recurring Scheduled Payment Confirmation
• Recurring Scheduled Payment Canceled

7. Business Rules
The Invoice Cloud solution is designed for flexibility for customers and City of Shafter, California s. There are many rules currently available and we will also undertake the creation of new business rules as we both agree.

Each bill type operates independently and can accept different payment types as well as other business rules.

At City of Shafter, California ’s option, multiple business rules can be applied to each bill type. Invoice Cloud provides flexibility regarding business rules to support specific needs, including:
a. Ability to allow partial payments, over payments, full balance only, or late fees. b. Ability to allow payments beyond the due date - The service is designed to accommodate City of Shafter, California specific business rules like allowing payments beyond their due date. c. Ability to allow for multiple payment types for one customer for the same bill - The service allows multiple payment types from one customer for the same bill when partial payments are allowed.

Credit/debit card and e-check (ACH) can be run separately and an unlimited number of remittance types can be used. For example, a customer can pay part of a bill with a checking account, another part with a credit card and the remainder with a second credit card of a different type.

IC Confidential - City of Shafter, California 5
Implementation Process
Invoice Cloud assigns an Implementations Manager (IM) to each City of Shafter, California . The IM will be the City of Shafter, California ’s primary contact during the implementation process and coordinates all necessary resources from City of Shafter, California , City of Shafter, California software company, Invoice Cloud, and any sub-contractors. The IM will provide the City of Shafter, California with the following documents to facilitate the project:
a. New City of Shafter, California Questionnaire & Questionnaire Key – Documents critical information needed to setup and initiate the service including information on business rules and feature selection. b. Project Timeline – Details project schedule and milestones. c. Testing & Training Plan – This plan walks the City of Shafter, California through a set of user acceptance testing criteria and facilitates training on the service.

8. Support & Training
a. Business Hours – The business hours will be Monday through Friday from 8 a.m. to 8 p.m. Eastern Standard Time. Note: City of Shafter, California Support hours are 8 a.m. to 8 p.m. EST. Payer Support hours are currently 8 a.m. to 4 p.m. EST.
b. Help Desk - The Service will provide a helpdesk ticketing system for City of Shafter, California within the City of Shafter, California Portal to get help from Invoice Cloud client support team. This tool will allow City of Shafter, California to track and retain resolutions for historical reference. c. Payer Support – The Payer Support is two tiered with City of Shafter, California staff as the first line of support regarding account, registration and billing questions. Issues with the Invoice Cloud service operation or incorrect credit card charges will be routed to Invoice Cloud Client Support via telephone or a City of Shafter, California helpdesk ticket.
d. City of Shafter, California Support - If City of Shafter, California encounters an inquiry which they cannot resolve City of Shafter, California will create a helpdesk support ticket. Invoice Cloud Customer Support will address the issue and if applicable provide training to City of Shafter, California to allow the address of tickets in a timely matter; often within twenty-four (24) business hours. City of Shafter, California and technical support is available during business hours. i. Routine Technical Support - Technical Support is available during business hours. City of Shafter, California may call customer support directly; however, the use of the helpdesk ticketing system is encouraged as the preferred method of contact. Invoice Cloud staff views all tickets as they are submitted and routes them to the appropriate person for resolution. ii. Emergency After-Hours Support – The helpdesk service is monitored after business hours and emergency support issues are addressed within one (1) hour. An emergency support issue is defined as an issue involving the system being down and inoperable and does not include Payer payment issues. City of Shafter, California may request email notification be provided in the event the system is down and inoperable.
e. Service Enhancements - Most enhancements do not require action on the part of City of Shafter, California . Upgrades as agreed are done at the Invoice Cloud server level, so there are no mandatory actions for City of Shafter, California to take. Support levels are not affected by enhancements. f. City of Shafter, California Training- City of Shafter, California staff will be guided in how to use the system through in-house training, documentation, remote live sessions, and access to our client support team.
• All standard training will be done remotely. Invoice Cloud’s training personnel will provide sessions for both Payer and City of Shafter, California portals for City of Shafter, California ’s staff. • Separate training is conducted for City of Shafter, California ’s technical staff regarding the uploading of bill files and any other applicable processes. • Ongoing phone and Go-To-Meeting training will be provided during the first month of use at no additional cost to City of Shafter, California .

IC Confidential - City of Shafter, California 6

9. Marketing
Invoice Cloud provides free marketing resources that City of Shafter, California s can use to promote EBPP payment solutions to their payers. City of Shafter, California s will receive a comprehensive document outlining proven marketing best practices. In addition, City of Shafter, California s will be granted access to Invoice Cloud's proprietary Marketing Resource Center. This online tool allows City of Shafter, California s to easily and simply download and/or customize marketing materials on demand. These materials include:
• Bill inserts
• Envelope teasers
• Onsite posters
• Counter displays and clear acrylic stands
• Social media and website graphics
• Content for newsletters and press releases
• Pay buttons
• Email content and layout suggestions
• Communications plans
• and more
City of Shafter, California s also have access to weekly live training sessions where they will learn about our recommended best practices for effectively communicating the many benefits of making payments electronically and have the ability to ask questions. We’ll outline simple steps to help improve online payment adoption among their customers. We’ll also review the Marketing Resource Center which will enable City of Shafter, California s to create many of the materials mentioned above

10. CloudIVRConnect™
The IC CloudIVRConnect allows City of Shafter, California s to accept payments via our interactive voice response system. It provides customers with 24-hour access to account status and billing information (total balance due, past due amount, last payment made, next billing date etc.). The following options are available:
• Provides for a toll-free call and a caller ID number set by the City of Shafter, California • Supports messaging in both English and Spanish
• Provides for a customizable initial greeting (includes City/County/Company name) – all remaining prompts are standard
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck (ACH)
• Replays information with Invoice Cloud generated confirmation #

11. CloudSMSConnect™
The IC CloudSMSConnect allows City of Shafter, California s to accept payments via SMS text messaging. The following options are available:
• Provides interactive registration and service sign-up confirmation • Sends notification when new bills are available for payment • Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck (ACH)
• Allows for payment utilizing a stored-payment method

12. AgentConnect™
The IC AgentConnect allows City of Shafter, California s (Agent/CSR/Other) to login to the Customer Portal and perform actions on behalf of a specific customer/account. The following options are available:
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck (ACH)
• Ability to enroll customer in AutoPay

IC Confidential - City of Shafter, California 7
• Ability to enroll customer in Paperless
• Ability to enroll customer in Pay by Text
• Option to require authorization/disclosure statement before Customer Portal entry • Option to enable card swipe functionality at point of sale • Provides built-in auditing to track Agent/CSR activity in the City of Shafter, California Portal

13. CloudStore™
The IC CloudStore allows City of Shafter, California s to accept payments for non-invoiced services like books, tshirts, etc., fire, police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
• Customer receives immediate email confirmation of payment. • Department receives email notification of purchase event for instant fulfillment services. • Ability to apply convenience fees, if required.
• Reporting by service type.
• Linked to City of Shafter, California branded payment portal. • Each service type can have its own online registration form. • Can be setup to accept payments over the counter.

14. Online Bank Direct™
The IC Online Bank Direct (OBD) allows City of Shafter, California s to electronically import echeck (ACH) payments initiated from consumer bank bill sites. The following options are available:
• Auto-matching of payments with open invoices
• Email consumer a payment notification for those customers with an email address on file • Ability to apply a single payment to multiple invoices • Custom search capabilities to locate matching invoice(s) • Electronic deposit of corresponding echecks
This SOW contains many products, services and payment methods. Only the specific products, services and payment methods selected by the City of Shafter, California , as outlined in the City of Shafter, California Order Form, are included in the delivery of products, services and payment methods.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

City of Shafter, California Invoice Cloud, Inc.

By: _______ By: _____________________________
Printed Name: _____ Printed Name: Kevin W. O’Brien ____ Title: _ ______ ___________ Title: President __________ Date: _ ___ Date: ______________________________

IC Confidential - City of Shafter, California 8
Appendix A: System Modifications
As outlined below, Invoice Cloud has agreed to make the following changes to the setup and functionality of our Tyler- Munis:

NONE
Appendix B: Integration Supported Features
Modules & Features Tyler Technologies - Munis

PRODUCTS
Invoice Types Utilities
EBPP Supported
Cloud IVR Connect Supported
Pay by Text Supported
Apple Pay Supported
Google Pay Supported
PayPal Supported
DATA EXCHANGE Method  Frequency
Invoices Batch File via SFTP Each Billing Cycle
Payments Batch File via SFTP Daily
AutoPay Flags Change Logs via SFTP Daily
Paperless Flags Change Logs via SFTP Daily
Account Balances Batch File via SFTP Daily
Block Payment Method (Credit/ACH) Manually via Biller Portal As Needed

INVOICE FILES
IC Translates file Supported
Historical Data (2 years shown online) Supported

BILL PRESENTMENT
PDF Extraction (Partial) Supported
Link to PDFs Preferred

BATCH CLOSE
Standard or Custom Custom

CUSTOM OPTIONS
Branded Biller Portal Supported
Branded Payer Portal Supported

IC Confidential - City of Shafter, California 9
Appendix C: Biller Deliverables
Deliverable
Sample Invoice File
Sample Adjustment File
Sample Payment File
Sample Images of Bills
Auto Pay Conversion data (if applicable)
Paperless conversion data (if applicable)

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 1 1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non-exclusive, non-transferable, worldwide right to use the Service described on the Biller Order Form until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller’s own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.

Biller will provide to Invoice Cloud all Biller Data generated for Biller’s Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller’s Customers’ Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition, Biller will execute all third-party applications and enter into all agreements required for the Service without unreasonable delay, including without limitation Payment Processing Agreements and merchant agreements that may be required upon implementation, or later at such time as the Service operates with different or multiple payment processors. Throughout the Term of this Agreement, for “Invoice Types” listed on the Biller Order Form (e.g., real estate taxes, utility bills, parking tickets, insurance premium, loans, etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization for processing of Biller’s Customers’ Payment Instrument Transactions, for each electronic payment method selected in the Biller Order Form.

Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet-based device; (iv) reverse engineer the Service; or (v) copy any features, functions or graphics of the Service.

2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud.com/privacy.html. Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards.

3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data (to the extent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI-DSS standards), within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice Cloud will retain Customer Data for a period from its creation for the time frame that is listed in the Biller Order under “Data Retention”, and reserves the right to remove and/or delete remaining Customer Data no less than 60 days after termination or expiration except as prohibited by applicable law or in the event of exigent circumstances.

4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Biller’s customers consider confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud’s own Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as permitted under this Agreement or required to perform the Service or otherwise required by applicable law.

Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them.

Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, the Agreement, customer and/or prospective customer information, product features and plans, the marketing/sales collateral, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the “Confidential Information”). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud’s rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish,

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 2 disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law, expressly including the California Public Records Act. Biller shall reasonably determine whether and when a disclosure is required by applicable law, including disclosures subject to the California Public Records Act. In the event that records required to be disclosed by Biller under the Calfornia Public Records Act contain Invoice Cloud’s Confidential Information or trade secrets, Biller shall provide Invoice Cloud with prompt written notice of the disclosure request and afford Invoice Cloud a reasonable opportunity to seek protective legal treatment for such Confidential Information or trade secrets as necessary prior to the disclosure of the requested records.

5. Billing. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are either auto debited from the Biller Bank Account or payable on receipt of invoice from Invoice Cloud, and are non-cancellable, and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller’s bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Except as set forth in Section 11, Invoice Cloud reserves the right to modify pricing with respect to applicable fees to be paid under this Agreement, at any time upon thirty days written notice to Biller: a) based on increases incurred by Invoice Cloud on Network Fees from credit card processers, bank card issuers, payment associations, ACH and check processers; or b) if, during the Term, the average credit card payment processed by Invoice Cloud for any three (3) consecutive month period exceeds 110% of the Average Credit Card Transaction $ specified on the corresponding Invoice Parameter Sheet(s), to the extent that Invoice Cloud incurs increases in Network Fees. Invoice Cloud, on at least 30 days written notice to Biller, may also increase any or all fees referenced in the Biller Order Form (including any Invoice Parameter Sheets), by no more than the greater of CPI for the preceding period or 5%, provided, however, that such increase may not apply during the first year after the execution date of the Biller Order Form and may not occur more than once per year thereafter.

6. Term and Termination. The initial term of this Agreement shall commence as of the execution date of the Biller Order Form and continue for a period of five (5) years after the Go Live Date (“Initial Term”), and will automatically renew for each of additional successive three (3) year terms (“Renewal Term”) unless terminated as set forth herein. “Term” as used herein shall mean the Initial Term and any Renewal Term.

This Agreement may be terminated by either party effective at the end of the Initial Term or any Renewal Term by such party providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then-current term. Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. Upon any early termination of this Agreement by Invoice Cloud as a result of breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement, Biller’s password and access will be disabled and Biller will be obligated to pay the balance due on Biller’s account. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller’s Debit Account or credit card or otherwise invoice Biller for such unpaid fees.

7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement.

Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Biller Order Form and the Statement of Work, attached hereto and incorporated herein by reference (the “Statement of Work”), under normal use and circumstances, and that Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service; provided, that the Biller shall maintain immediately accessible backups of the Customer Data (to the extent that Biller is permitted pursuant to applicable law and PCI-DSS standards). In addition, Invoice Cloud will, at its own expense, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud’s processing systems.

8. Limited Warranty. EXCEPT AS PROVIDED IN SECTION 7, THE SERVICE AND ALL CONTENT AND TRANSACTION DATA IS

PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE

HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT

REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR OPERATE

IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT

EXPERIENCE DELAYS IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems.

9. Biller’s Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller’s accounts and shall abide by all applicable laws, and regulations in connection with Biller’s and/or its customers’ and/or any payers’ use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller’s billing information is correct. Biller shall: (i) notify Invoice Cloud

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 3 immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller’s Users; and (iii) obtain consent from Biller’s customers and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processors, ACH, bank and other related circumstances.

Biller agrees and acknowledges that in the event that Biller has access to, receives from, creates, or receives protected health information, or Biller has access to, creates, receives, maintains or transmits on behalf of electronic protected health information (as those terms are defined under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”), during the performance under this Agreement, it will comply with all such law, regulations and rules related thereto.

Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of payment for services and adjustment of Transactions. Biller is also required to disclose all refund, return and cancellation policies to Invoice Cloud and any applicable payment processors and Biller’s Customers, as requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed by credit card, debit card, ACH, or other electronic payment method, unless required by applicable law. Biller shall cooperate with Invoice Cloud to effect a timely Implementation by Biller allocating sufficient and properly trained personnel to support the implementation process and fully cooperating with Invoice Cloud and by securing the cooperation of Biller’s software and service providers and providing to Invoice Cloud the information required to integrate with Biller’s billing, CIS and other applicable systems.

10. Indemnification. Invoice Cloud shall indemnify and hold Biller and Biller’s employees, attorneys, and agents, harmless from any losses, liabilities, and damages (including, without limitation, Biller’s costs, and reasonable attorneys’ fees) arising out of: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of Customer Data; (ii) its total failure to deliver funds processed by Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction data); or (iii) Invoice Cloud’s gross negligence, fraud, or willful misconduct . This indemnification does not apply to any claim or complaint relating to Biller’s failure to resolve a payment dispute concerning debts owed to Biller or Biller’s sole negligence or willful misconduct or violation of any applicable agreement or law.

11. Fees.

Invoice Cloud will charge the Biller and/or payer, payment transaction and other fees as provided in the Biller Order Form. In addition, Invoice Cloud will charge the fees set forth on the Biller Order Form for the initial platform setup, configuration, implementation and integration with Biller system(s) of its standard Service as set forth in the Statement of Work (the “Implementation”). Invoice Cloud reserves the right to also charge for changes and additions to the Implementation, and for any requests by Biller following the implementation which are agreed in writing by the parties, including without limitation for the following services, at its then standard rates:
• Custom development and features which are not stated in the Statement of Work and Biller Order Form, and change requests and modifications to existing platform functionality not stated in the Statement of Work and Biller Order Form; • Additional integrations or integration modifications after the Go Live Date that are not provided for in the Biller Order Form or Statement of Work;
• Changes to bill presentment (web and PDF templates), billing system integrations, and other Service components coded or configured to Biller’s specifications after Biller has signed off on the relevant specification or Service is live; • Custom data extracts and file requests that are not part of the Implementation signed off on by both parties; and • Data conversion not listed in the Statement of Work, or repetitive re-loading of data due to Biller error.

12. Limitation of Liability. INVOICE CLOUD’S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO

ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF

DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) DAMAGES ARISING OUT OF, OR IN ANY WAY

CONNECTED WITH THE SERVICE, EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller.

13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 4 14. Notice. Either party may give notice by electronic mail to the other party’s email address (for Biller, that address on record on the Biller Order Form) or by written communication sent by first class mail or pre-paid post to the other party’s address on record in Invoice Cloud’s account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184 Attention: Client Services or [email protected]. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party’s consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

16. Insurance.

Invoice Cloud agrees to maintain in full force and effect during the Term of the Agreement, at its own cost, the following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate. b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million ($5,000,000) general aggregate.
c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud’s owned, hired or non-owned vehicles assigned to or used in performance of the Services.
d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars ($1,000,000) per claim and in the aggregate.

17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller.

18. Beta Products. In the event that there is any functionality labelled “Beta” on the Biller Order Form, such functionality is provided “AS IS”

WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD’S AGGREGATE LIABILITY WITH RESPECT TO SUCH FUNCTIONALITY SHALL BE UP TO AND NOT EXCEED $10.

19. General.
(a) This Agreement shall be governed by the law of the state wherein Biller is established, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than a Biller Order Form and any add on Biller Order Form, if applicable), and no documentation (including any implementation planning documents) except as specifically referenced in this Biller Agreement, shall modify, add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14, 18 and 19(a) and (b) shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein. In the event of any inconsistency between this Biller Agreement or the Biller Order Form, one the one hand, and the Statement of Work, the Biller T+C, or any exhibit, addendum, appendix, or other terms or conditions attached hereto or incorporated herein by reference, on the other hand, the terms and conditions of the Biller Agreement and Biller Order Form shall control. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the version of the Service that Biller is using. Where this Agreement is incorporated into, embedded in or otherwise made a part of a separate agreement between Invoice Cloud, Biller and a third party service provider (“Third Party Agreement”), and such Third Party Agreement is terminated or expires, Biller and Invoice Cloud agree that the terms and conditions of this Agreement shall survive and remain in effect as between Biller and Invoice Cloud until this Agreement expires or is otherwise terminated by either Biller or Invoice Cloud in accordance with the terms herein.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 5 (b) Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are attached hereto as Exhibit A and are agreed to by Invoice Cloud and Biller (the “Biller T+C”). The terms and conditions and definitions set forth in Exhibit A are incorporated herein and made a part hereof by this reference.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 6 EXHIBIT A TO THE BILLER AGREEMENT

BILLER TERMS AND CONDITIONS

1. Definitions.

The following definitions apply as used in the Agreement and in any Biller Order Form and add on Biller Order Form, now or hereafter:
"Agreement" or “Biller Agreement” means these terms and conditions, the Biller Agreement, any Biller Order Form, add on Biller Order Form, whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein;
“Biller”, “you”, or “your” means the Invoice Cloud customer that has executed or agreed to the Biller Agreement, Biller Order Form and Billers Terms and Conditions whether written or submitted online; “Biller Data” means invoices and bills of the Biller as well as the Content of such invoices and bills; “Biller Order Form” means the order form referencing the service to be performed by Invoice Cloud and any add on services under any add on Biller Order Form;
“Chargeback” is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution including chargebacks, ACH rejects or reversals, disputes and other refunds or credits, that Biller previously presented to Invoice Cloud under this Agreement and includes, but is not limited to: (i) failure to issue a refund to a Customer as required; (ii) Invoice Cloud did not receive Biller’s response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules; (iii) a Customer disputes the Transaction or claims that the Transaction is subject to a set-off, defense or counterclaim, or (iv) the Biller Bank Account designated by the Customer for an ACH transaction is invalid, or has insufficient funds to complete a Transaction; "Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using the Service;
“Customer” shall include customers, payers, taxpayers and users of services of Biller; "Customer Data" means name, address and contact information of Customers and associated credit card numbers and bank account numbers, excluding any data that Invoice Cloud acquired other than from the Biller or Customers; "Effective Date" means the date this Agreement is accepted by executing a Biller Order Form; “Go Live Date” means the date on which those invoice types listed on the Biller Order Form are publicly available to Customers for online payment;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives, integration components and application programming interfaces thereof, and forms of protection of a similar nature anywhere in the world;
“Integration Components” means software, which integrates the Service with third party software, and any updates or revisions thereto;
"Invoice Cloud" or “we” means Invoice Cloud, Inc., a Delaware corporation; "Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Biller or otherwise developed by Invoice Cloud in providing the Service; “IVR” means the software as a service which provides interactive voice and communication response functionality, automated payments by voice and text, text (SMS) messaging, and related functionality, including inbound and outbound communications; “Network” is any Payment Method provider whose payment method is accepted by Biller from Customers and which is accepted by Invoice Cloud for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., American Express, PayPal (including Pay Pal, Venmo, Pay In 4 and PayPal Credit), Discover Financial Services, LLC, and any other Payment Methods, digital

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 7 wallets, credit and debit card providers, debit network providers. Network also includes the National Automated Clearing House Association (''NACHA"), with respect to Transactions involving any credit or debit entry processed over the ACH network, and any other network or clearinghouse over which any electronic check processing Transactions may be processed; “Network Fees” means all pass-through costs including interchange, PayPal brand fees, dues, assessment fees, processing fees, and similar fees, assessed by any Network, credit card or payment processers, bank card issuers, payment associations, ACH and check processers;
“Network Liabilities” means any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Networks or payment processors as a result of Biller’s actions, omissions, , Transactions or Chargebacks, including without limitation, Biller’s failure to comply with the Network Rules, or this Agreement and/or any agreement with any payment processor; "Order Form" or “Biller Order Form” means the form evidencing the initial subscription for the Service and any subsequent Biller Order Form, specifying, among other things, the services contracted for, the applicable Biller Pricing fees and Transactional Fees and Service Fees by Invoice Type (as listed on one or more Invoice Parameter Sheets which are part of the Biller Order Form), the billing period, and other charges, terms and conditions as agreed to between the parties, each such Biller Order Form to be incorporated into and to become a part of this Agreement;
“Payment Instrument Transaction(s)” or “Transaction(s)” means a transaction conducted between Biller and its Customers with respect to an account, or evidence of an account, utilizing Payment Methods for payment in connection with the sale, lease, financing or provision of goods and/or services by Biller and/or payment of taxes (either directly or through Invoice Cloud). “Payment Instrument Transaction(s)” or “Transaction(s)” may also be used to refer to the written or electronic record of such a transaction, including, without limitation, an authorization code, settlement record, ECP file, or a credit or debit entry pursuant to and consistent with NACHA Rules or card association rules which is submitted to a processor to initiate or evidence a Transaction; “Payment Processing Agreements” means the payment and card processing agreements and merchant agreements which Invoice Cloud has directed the Biller to enter into to enable Invoice Cloud to provide the Service; “Payment Methods” means credit and debit cards, ACH, EFT and Check 21 transactions, digital wallets including but not limited to Visa, MasterCard, Amex and Discover, PayPal, Venmo, Apple Pay, Google Pay, credit instruments including PayPal Credit and PayPal Pay in 4, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts that are used for Payment Instrument Transactions and listed on the Biller Order Form. From time to time Invoice Cloud may offer Biller new Payment Methods, and, in such event, Invoice Cloud will provide Biller with notice by email disclosing the pricing under which the added Payment Methods are made available. Biller will have at least thirty (30) days after the date of the notice to opt-out of the additional Payment Methods in the manner provided in the notice. If Biller does not opt-out in such time frame, then on introduction of the additional Payment Methods, Biller will be bound by the additional terms as disclosed in the notice, and the Biller Order Form will be deemed amended to reflect the changes;
“Reserve Account” means a Biller account which is maintained in order to protect Invoice Cloud against the risk of, among other things, existing, potential, or anticipated Chargebacks and to satisfy the other obligations under the Agreement; "Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Cloud Technology and other services identified on the Biller Order Form, developed, operated, provided, and/or maintained by Invoice Cloud, accessible via www.invoicecloud.com or another designated website or IP address, or ancillary online and/or offline products and services provided to Biller by Invoice Cloud, to which Biller is being granted access under this Agreement.

2. Biller’s Responsibilities.
(a) Biller is responsible for all activity occurring under Biller’s account(s) and shall abide by all applicable laws and regulations as well as card association rules, NACHA rules and Payment Processing Agreements, in connection with Biller’s and/or its customers’ use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately in writing of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud immediately and stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Customers; and (iii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Biller shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; (iv) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (v) modify or make derivative works based upon the Service; (vi) recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet-based device; (vii) reverse engineer or access the Service; or (viii) copy any features, functions or graphics of the Service.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 8 (b) Biller must designate on the Biller Order Form (and/or subsequent to execution of the Biller Order Form as requested by Invoice Cloud), at least one bank account for the deposit and settlement of funds and the debit of any Chargebacks, fees and costs, including, but not limited to Network Fees and Network liabilities, associated with the Service or the Transactions (all such designated bank accounts and all bank accounts substituted for accounts listed on the Biller Order Form shall be collectively referred to herein as the "Biller Bank Account"). You authorize Invoice Cloud to instruct its processors to initiate electronic credit entries, debit entries, and adjustments to a Biller Bank Account for amounts due to or from you in connection with this Agreement. Invoice Cloud will not be liable for any delays in receipt of funds or errors in Biller Bank Account entries caused by third parties, including but not limited to delays or errors by the Networks, payment processors, merchant acquirors or the bank. (c) The dollar amount payable to Biller for Biller’s Transactions will be equal to the amount submitted by Biller in connection with your sale Transactions, minus the sum of amounts due from Biller or debited from a Biller Bank Account, including Chargebacks, Network Fees, Network Liabilities, other fees and charges referenced on the Biller Order Form and all applicable charges and adjustments.

If, however, Invoice Cloud or the processor fails to withhold Chargebacks, Network Fees or other charges or amounts due from the proceeds payable to a Biller Bank Account (including where such proceeds are insufficient to cover such obligations), or if a Biller Bank Account does not have a sufficient balance to pay amounts due from Biller under these guidelines, Invoice Cloud may pursue one or more of the following options: (i) demand and receive immediate payment from Biller for such amounts; (ii) debit the Biller Bank Account for the amount of the negative balance; (iii) reduce future settlement payments by the amount owed, (iv) withhold settlement payments to the Biller Bank Account until all amounts are paid, (v) delay presentation of refunds until a payment is made to Invoice Cloud of a sufficient amount to cover the negative balance; and (vi) pursue any remedies we may have at law or in equity. (d) To enable Invoice Cloud to process transactions for the Biller, Biller authorizes and directs Invoice Cloud, its affiliates, the Payment Method providers, and the payment processors: (1) that, with respect to any Payment Instrument Transactions processed by the payment processor, the payment processor will disburse funds to and collect funds from the Biller in accordance with instructions provided to the payment processor by Invoice Cloud, and as otherwise permitted pursuant to any applicable Payment Processing Agreement that Biller has entered into; (2) that outstanding sums due and owing to Invoice Cloud, including, but not limited to Chargebacks and Network Fees, will automatically be debited from the Biller Bank Account for such purpose on a daily or monthly basis at Invoice Cloud’s sole discretion. Biller shall maintain sufficient funds in the Biller Bank Accounts to pay all periodic fees, Chargebacks, Network Fees and other fees due hereunder; and non-sufficient funds for these debits, or blocking or otherwise rendering inaccessible any Biller Bank Account, are grounds for an increase in fees, suspension of the Service, and/or termination of this Agreement. (e) Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank, and/or other related circumstances. Biller agrees to provide Invoice Cloud with timely, complete, and accurate billing and contact information. This information includes Biller’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Biller agrees to update this information within 30 days of any change to it. (f) Biller is required to ensure that it maintains a fair policy in compliance with applicable laws, regulations, and all Network rules with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose any refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller’s Customers, as requested. Any change in a return or cancellation policy for the transactions underlying the Payment Instrument Transactions must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change.

If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud, Transactions reflecting such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment with respect to Transactions under the Service cannot exceed the amount shown as the total on the original Transaction. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor, with respect to credit card transactions, may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law.

Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Servicerelated communications from Invoice Cloud from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference at http://www.invoicecloud.com/privacy.html. Note that because the Service is a hosted, online application, Invoice Cloud occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. (g) As to all Transactions that Biller submits to Invoice Cloud for processing, Biller represents and warrants that:
(1) The Transactions represent payment or refund of payment, for a bona fide transaction.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 9 (2) The Transactions represent an obligation of the Customer for the amount of the Transaction, and that the Transaction is valid and accurate.
(3) The Transactions do not involve any element of credit for payment of a previously dishonored payment or for any other purpose than payment for a current transaction and future payments as agreed upon by the Customer. (4) The Transactions are free from any material alteration not authorized by the Customer. (5) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. (6) Neither Biller nor its employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer.
(7) Biller has made no representation or agreement for the issuance of refunds except as it states in your return/cancellation policy, which has been previously submitted to Invoice Cloud in writing, and which is available to the Customer. (8) Any Transaction submitted to Invoice Cloud to credit a Customer’s account represents a valid refund or adjustment to a Transaction previously submitted to Invoice Cloud.
(9) Biller has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of the subject Transaction is in any manner impaired. The Transactions, including but not limited to total due fields, are complete, accurate and in compliance with all Network rules, applicable laws, ordinances, and regulations. The Transactions are originated in compliance with this Agreement and any applicable agreements.
(10) For a Transaction in which the Customer pays in installments or on a deferred payment plan, a Transaction record has been prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shall be deemed to be a part of the original Transaction.
(11) Biller has not submitted any Transaction that it knows or should have known to be unauthorized, fraudulent, illegal, or otherwise in violation of any provision of this Agreement or other applicable agreements. (h) Communications with Customers and Biller Website.

Biller hereby grants to Invoice Cloud and its providers a worldwide, non-exclusive, assignable, perpetual, and royalty-free license and right to copy, use, publish and distribute Customer names, physical addresses, and email addresses as well as obtain email addresses of Biller’s Customers by using data Biller has provided or made accessible to Invoice Cloud or any of its affiliates, solely for the purposes of: (i) communicating or sending to Customers (and/or their agents) information designed to inform, promote, and encourage Customers (and/or their agents) to use the Service including, without limitation, paying bills online, enrolling in autopay, and enrolling in paperless billing, and (ii) in conjunction with information relating to feedback and response regarding such communications, creating and using aggregated and anonymized data and analysis for purposes of improving the Service. Biller hereby grants to Invoice Cloud and its providers a worldwide, non-exclusive, assignable, and royalty-free license and right during the Term, to copy, use, modify, and publish the Biller’s name, logos, trade dress, photographs, website materials, and other works of authorship for the purpose of implementing and providing the Service and performing their obligations under this Agreement.

Biller represents and warrants it has all necessary rights, permissions, and licenses to grant and provide to Invoice Cloud and its service providers the license, rights, and permissions described in this Section and will comply with all applicable laws and regulations with respect to any personal information of any of its Customers. For purposes of clarity, the license, rights, and permission grants described in this Section are part of the “Service” under the Biller Agreement. (i) American Express Compliance only.
(1) Biller agrees to comply with all applicable laws, rules and regulations, including the American Express Merchant Operating Guide requirements, which are incorporated into this Agreement by reference as if they were fully set forth in the Agreement.

The American Express Merchant Operating Guide may be viewed at: www.americanexpress.com/merchantopguide. (2) Processing Restrictions. Biller is prohibited from processing Transactions or receiving payments on behalf of, or (unless required by law) re-directing payments to any other party. (3) Third Party Beneficiary Rights.
• Biller confers on American Express the third-party beneficiary rights, but not obligations, to the Biller Agreement and subsequent addenda (collectively the “Agreement”) between Biller and Invoice Cloud and, as such, American Express has the express right to enforce the terms of the Agreement against the Biller. • Biller agrees and warrants that it does not hold third party beneficiary rights to any agreements between Invoice Cloud

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 10 and American Express and at no time will attempt to enforce any such agreements against American Express. (4) American Express Limitation of Liability. BILLER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL

AMERICAN EXPRESS, ITS AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO BILLER FOR ANY

DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE,

CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON

CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT.

3. Chargebacks, Fees, Reserve Account, Etc. If Biller incurs excessive Chargebacks, in Invoice Cloud’s sole determination, or otherwise fails to pay fees or charges, or there are insufficient funds for Invoice Cloud to debit amounts for which Biller is responsible hereunder, in addition to other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions:
(i) notify Biller of a new rate that will be charged to process Chargebacks; (ii) collect from Biller an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines, or increase a reserve amount; (iii) require Biller to promptly establish a Reserve Account as determined by Invoice Cloud, or (iv) terminate the Agreement. Biller shall be responsible to Invoice Cloud for and shall promptly pay to Invoice Cloud such charges required to be paid by Biller; and any Chargebacks, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization.

To the extent permitted by applicable law, Biller shall indemnify, defend, and hold Invoice Cloud, its licensors and Invoice Cloud’s subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) any charge against any reserves required by payment or credit card processors; (ii) Chargebacks, Network Fees and insufficiency of funds in any Biller Bank Account, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Biller’s representations and warranties or the breach by Biller or Biller’s users or Customers of this Agreement including without limitation incomplete or inaccurate Transactions; (v) Biller’s violation of any third party payment and credit card processing agreement and merchant agreement, or (vi) relating directly or indirectly to Biller’s or its authorized users’ use of the Service. Biller represents and warrants that the Biller Bank Account(s) will contain sufficient funds to cover any estimated financial exposure based on reasonable criteria for Chargebacks, ACH rejects or reversals, credits, returns, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties. Invoice Cloud may, at its sole discretion, collect fees related to Chargebacks and ACH rejects and reversals, or other refunds or credits from Biller’s customers.

4. [Intentionally Omitted].

5. Encrypted Card Readers (Applicable where Card Readers as designated on the Biller Order Form).

Encrypted Card Readers (or Card Readers as described in the Biller Order Form) are provided to the Biller for their use under license fees provided in the Biller Order Form. Invoice Cloud provides to Biller all products on a license basis. Biller will be fully responsible for all products including without limitation all risk of loss and damage to products while in its possession or control, save normal wear and tear.

Where Invoice Cloud provides encrypted card readers, the following additional terms apply (with “products” or “device” in this Section 5 referring to the encrypted card readers):
a. Invoice Cloud and the manufacturer warrants that the products provided pursuant to this Agreement will perform in accordance with the manufacturer’s published specifications. Should a product fail to conform to applicable manufacturer’s specifications, repair parts and replacement products will be furnished on an exchange basis and will be either reconditioned or new as specified below. This limited warranty does not include service to repair damage to the product resulting from accident, disaster, unreasonable use, misuse, abuse, customer’s, Reseller’s, or any other third party’s negligence, or non-manufacturer modification of the product. Invoice Cloud reserves the right to examine the alleged defective product to determine whether the warranty is applicable.

Without limiting the generality of the foregoing, Invoice Cloud and the product manufacturer specifically disclaim any liability or warranty for any product resold in other than manufacturer’s original packages, and for products modified, altered, repaired, maintained, or treated by Biller, its customers, and/or any third party. Service on a defective product may be obtained by delivering the product during the warranty period as instructed by Invoice Cloud.
b. The following is the repair and replacement policy for a defective product:

Replacement Requests – Biller shall promptly notify Invoice Cloud that the device is not working, via email, phone call or help desk ticket. Invoice Cloud will update and/or open a new help desk ticket for the product swap replacement request.

Biller must provide the serial number of the device that is not working.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 11 Replacement device will be shipped to the Biller as noted on the help desk ticket issued by Invoice Cloud.

Shipping Method: Replacement devices will be shipped via a commercial shipping service at no charge to the Biller. If Biller needs the device sent via overnight shipping there is an additional cost of $35.00 per device.

Biller has 14 business days to return a device that is not working to an address specified by Invoice Cloud on the return help desk ticket, delivery or postage pre-paid. Failure to return the non-working device may result in additional fees and charges to Biller.

Invoice Cloud shall use reasonable efforts to provide the encrypted card reader service in an uninterrupted, continuous manner. Biller understands and agrees that services may be periodically offline or otherwise inoperable in order for Invoice Cloud to perform maintenance, install or test software, or for other commercially reasonable business purposes and that during such time card reader service services may not be provided. Biller further understands and agrees that from time to time card reader service services may be off line or otherwise inoperable as a result of the failure of equipment or services provided to the manufacturer by third parties (for example, public or private telecommunications services or internet nodes or facilities, overall Internet congestion, unavailability of internet services, such as DNS services), and that during such time Services may not be provided. Furthermore, Biller understands and agrees that the provisions of any services and other performances hereunder will be excused for any of the reasons set forth herein. In the event of unforeseen network or equipment failure, manufacturer will use commercially reasonable efforts to restore the Services in a reasonability prompt fashion. Manufacturer may from time to time, in its sole discretion, modify the manner in which it provides services, and modify its software and systems, all of which may result in a change in the manner in which manufacturer provides the software and systems provided, however, that such modifications and/or changes do not degrade the level of, or have a material adverse impact upon the features and functionality of the Services. c. EXCEPT AS PROVIDED IN THIS SECTION 5, INVOICE CLOUD AND THE DEVICE MANUFACTURER

MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND INVOICE CLOUD AND THE DEVICE MANUFACTURER

DISCLAIM ANY WARRANTY OF ANY OTHER KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BILLER AGREES AND ACKNOWLEDGES THAT ALL PRODUCTS AND DEVICES ARE OFFERED AND PROVIDED ON AN “AS IS” BASIS. d. Responsibilities of Biller. Biller is responsible for the following: (i) providing Invoice Cloud with a static IP address or a specific range of static IP addresses, (ii) confidentiality of each End User’s Data. Biller is solely responsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud (“Biller Transmitted Information”), and Invoice Cloud and the manufacturer will have no liability therefore (provided that the manufacturer will use Biller Information only for purposes of this Agreement). Biller is solely responsible for adopting, implementing, and maintaining appropriate and effective security measures, procedures, policies, and standards and any other best practices available to protect the confidentiality of Biller Data, (iii) protecting the confidentiality of any information stored on Biller’s servers, and (iv) using the Services in the manner instructed by Invoice Cloud and the manufacturer and otherwise in the manner intended.
e. Network Security. Biller shall be solely responsible for ensuring that authorized Biller employees and contractors are not security risks. Upon Invoice Cloud’s request, Biller will promptly provide Invoice Cloud with any information reasonably necessary for Invoice Cloud to evaluate security issues and/or concerns relating to any authorized Biller employee and/or contractor. Each party will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensure that (a) such party’s use of any network or internet connection is secure and is used only for authorized purposes, and (b) such party’s business records and data are protected against improper access, use, loss, alteration, and/or destruction. f. Biller shall provide Invoice Cloud with physical access to the devices upon request after reasonable advance notice.

Biller shall not, nor allow any Third Party to, modify, repair, replace, relocate, sell, lease, assign, encumber, or otherwise tamper with any of the devices without Invoice Cloud’s express written consent. Any change of the location of any device may warrant that Biller pay Invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud’s third-party vendors. At the end of the term, Biller shall be responsible to promptly return all devices, freight prepaid by Invoice Cloud, to Invoice Cloud at the place from which devices was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the commencement of the term, reasonable wear and tear, and casualty, in respect thereto excepted. Biller shall use each device at all times in a proper, diligent, and workmanlike manner and in such manner as will not damage or injure the device except by the ordinary wear and tear of such device. In the event of damage to any device, Biller shall notify Invoice Cloud who shall replace or repair the device at Biller’s expense.
g. Devices and all parts and components thereof shall retain their character as personal property and all right, title and interest in and to shall not pass to Biller or any third party, but title and ownership shall remain exclusively with Invoice Cloud. Biller shall be and shall have the duties of a bailee of the devices. Biller shall not remove, conceal, or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to any device until and unless such device is purchased, and full payment is made as herein provided. If Biller sells, assigns, pledges, or attempts to sell or assign devices or any interest therein, or if Biller defaults in any of the

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 12 covenants, conditions or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of the devices where found and remove and keep or dispose of the same and any unpaid fees shall at once become due and payable by Biller. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of any device(s) or otherwise enforce this Agreement or to collect moneys due hereunder, Biller shall promptly reimburse Invoice Cloud for all expenses and charges incurred by Invoice Cloud, including reasonable attorney's fees.

6. Kiosks (applicable where kiosks that are provided by Invoice Cloud as designated on the Biller Order Form).

Kiosks (as described in the Biller Order Form) are provided to Biller for use by Invoice Cloud under a license fee provided in the Biller Order Form. Invoice Cloud provides to Biller the products (as defined below) on a license basis. Biller will be fully responsible for all kiosks including without limitation all risk of loss and damage to products while in its possession or control, save normal wear and tear.

Where Invoice Cloud provides kiosks, the following additional terms apply (with “Products” and “kiosks” in this Section 6 referring to the kiosks and any firmware and software and applicable documentation included with the kiosks and/or Product, as the same may be upgraded, modified, and enhanced from time to time):
a. License. Invoice Cloud grants to Biller a non-exclusive, non-transferrable, non-sublicensable right to use the Products for its Customers during the term of this Agreement, and subject to the terms hereof. The foregoing right includes, without limitation, the right to install and use the Products for purposes reasonably related to the subject matter of this Agreement, including, but not limited to, testing, and staging of the Products. All rights not specifically granted to Biller hereunder are reserved by Invoice Cloud and the kiosk manufacturer. Any and all intellectual property rights to the Products shall belong solely to Invoice Cloud and the manufacturer. Without limiting the generality of the foregoing, delivered Products shall not be (a) copied, distributed, modified, translated, adapted or altered, in part or in whole, in any way or (b) decompiled, disassembled or reverse engineered or unbundled from any product nor may Biller seek, in any manner, to discover, disclose or use any source code, proprietary algorithms, techniques or other Confidential Information contained therein. In addition, Biller may not produce, copy, alter, or modify any of the Products or Product packaging or labeling, or combine Products with any other product or services for sale without prior written consent of Invoice Cloud; such consent may be given or withheld in the sole discretion of Invoice Cloud. Biller shall not erase, remove, cover, deface, obscure, or alter any copyright, trademark, or patent notice, guarantee, or other statement or marking, affixed or applied by Invoice Cloud or the manufacturer on or to either the Products or any other technical or promotional material related to the Products. b. Manufacturer Limited Warranty. Where Invoice Cloud provides kiosks to Biller (as opposed to Biller contracting directly with a third party for the provision of a kiosk), the manufacturer warrants that the Products provided pursuant to this Agreement will materially perform in accordance with the manufacturer’s published specifications. Warranty service is detailed in Section 6(d) below.

Should the Product fail to conform to manufacturer’s specifications, repair parts and replacement Products will be furnished on an exchange basis and will be either reconditioned or new as specified below. This limited warranty does not include service to repair damage to the Product resulting from accident, disaster, unreasonable use, misuse, abuse, the negligence of Biller or any third party, or non-manufacturer modification of the Product. Invoice Cloud and the manufacturer reserve the right to examine the alleged defective Product to determine whether the warranty is applicable. THE PRODUCTS FROM INVOICE CLOUD ARE PROVIDED STRICTLY “AS IS” AND INVOICE CLOUD AND KIOSK.COM SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER WRITTEN, ORAL,

EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES WITH RESPECT TO

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF PERFORMANCE OR DEALING.
c. Term and Effect of Termination. Minimum fee charges as provided in the Biller Order Form shall apply from the earlier of four weeks from date of delivery to Biller of each applicable kiosk or the date that the kiosk is operational. Notwithstanding anything to the contrary in the Biller Agreement, and notwithstanding anything to the contrary in any limitation of liability provision in the Biller Agreement, in the event that the Biller Agreement or other agreement between Invoice Cloud and the Biller permits Biller to terminate the Agreement or any order relating to kiosks for the Biller’s convenience, Biller shall pay on the effective date of such termination: (a) all amounts due for the use of and all transaction fees due for use of the kiosks as of the effective date of termination; (b) all amounts that would have been due to Invoice Cloud through the end of the later of the term referenced in the Biller Agreement or the term of the kiosks referenced in the Biller Order Form, notwithstanding the termination, based on the minimum transaction fees on the Biller Order Form times the number of months remaining in the term in the Biller Order Form immediately prior to the effective date of termination, (c) all amounts due from Biller to the manufacturer for services or parts procured, and (d) any committed and non-cancellable amounts for equipment, Products or kiosks, purchased by Invoice Cloud as a result of Biller’s order of kiosks. d. Warranty Service. Service may be obtained as follows under the Advanced Exchange and Field Service Warranty from Kiosk.com:

Advanced Exchange and Field Service Warranty provides a factory parts stocking plan with overnight shipping designed to minimize business disruption. The bundled warranty covers replacement of any failed part or workmanship, as well as the Field Service Technician site visit expense to implement the replacement part swap.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 13 Expectations surrounding the scope of the Kiosk.com Advanced Exchange & Field Service Warranty are as follows:
i. Advanced Exchange & Field Service Description
• Phone and Warranty Parts Shipment Support. In the event that there is a warranty or support issue with any Kiosk, please contact Invoice Cloud support. The Exchange Warranty outlined below applies. • If replacement part and/or Field Service Technician is required, Invoice Cloud (through the manufacturer) arranges for overnight shipment of replacement parts and schedules the Kiosk.com Field Technician Visit to arrive (typically within 24 hours of call receipt).
• Service will be provided pursuant to service level provided in the SLA addendum atwww.invoicecloud.net/sla • No charge for replacement components to the extent warranted hereunder and subject to the terms and conditions herein. • Kiosk.com covers inbound and outbound shipping costs for failed/replacement parts except as provided herein. The manufacturer provides the Biller with an RMA number and a pre-paid return shipping label with each replacement component. When the Biller receives the replacement, the failed part is then returned with the Kiosk.com pre-paid label. ii. Exchange Warranty – Out of Scope Items
• The warranty and support commitments include the original kiosk enclosure and all components as shipped from the manufacturer’s factory but does not include consigned components, any Biller or customer software application, network connectivity service, custom modifications, or changes made to the system, cleaning, installation, or repositioning of any system.
• Returned parts with No Defect Found (following the manufacturer failure analysis) will be billed back to the Biller. No Defect Found fees include reversal of any component credit, any applicable shipping and handling fees, and an hourly RMA diagnostic fee of $125 / hour.
• The most common source of No Defect Found parts is component maintenance and cleaning neglect in the field. Biller is responsible for keeping each kiosk clean through occasional wiping down with damp cloth, dusting, etc. • Warranty does not include any customer application software, drivers, or special interface equipment and configuration unless specifically noted in the purchase contract.
• The warranty does not apply to expendable items (i.e., normal wear and tear of external graphics, etc.). Paint damage due to normal wear and tear is not covered under this warranty. Paint damage resulting from manufacturing defects will be covered by this warranty.
• Damage caused by cleaning, neglect, vandalism, physical abuse, or environmental acts of God are not covered under this warranty.
iii. Additional Exchange & Field Service Warranty Terms and Conditions • Warranty service is guaranteed for 30 days for workmanship after the service is complete. • Replacement components are not guaranteed to be new components and may come from the manufacturer refurbished and tested stock (at the discretion of the manufacturer).
• The three-year warranty on part defects is not extended if replacement parts are provided in a maintenance action. • This warranty is voided by misuse, accident, modification, and unsuitable physical or operating environment, improper maintenance by Biller, a Customer or any other third party, or customer’s other service organizations, removal or alteration of part identification, or failure caused by a product or component not supplied by Invoice Cloud or manufacturer, or for which Invoice Cloud or the manufacturer is not responsible, or any modifications or changes to components or to the kiosk without Invoice Cloud’s written approval.
• Requests for optional Hourly Field Service Technician service calls must be received by 1:00 pm MST, Monday through Friday (except national holidays), to be eligible for the next business day site arrival (24-hour) service metric. Technician request calls received after 1:00 pm MST will be scheduled on the following business day. Field service charge is $175 / hour.
• Biller will provide onsite contacts for each location. Exceptions to fulfillment of onsite service can include holidays or

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 14 events that prohibit access to the location.
• Keys must be on-site and available prior to the dispatch of a Field Technician. • Payment of out-of-scope service fees is due upon invoice. Invoice Cloud reserves the right to suspend service and support until delinquent account payments are settled in full. Invoice Cloud and the manufacturer shall use reasonable efforts to provide the kiosks in an uninterrupted, continuous fashion. Biller understands and agrees that services may be periodically offline or otherwise inoperable in order for Invoice Cloud or the manufacturer to perform maintenance, install or test software, or for other commercially reasonable business purposes and that during such time services may not be provided.

Biller further understands and agrees that from time to time services may be off line or otherwise inoperable as a result of the failure of products, equipment or services provided to manufacturer by third parties (e.g. public or private telecommunications services or internet nodes or facilities, overall internet congestion, unavailability of internet services, such as DNS services), and that during such time Services may not be provided. Furthermore, Biller understands and agrees that the provisions of services and other performances hereunder will be excused for any of the reasons set forth herein. In the event of unforeseen network or equipment failure, the manufacturer will use commercially reasonable efforts to restore the services in a reasonably prompt fashion. The manufacturer may from time to time, in its sole discretion, modify the manner in which it provides services and modify its software and systems, all of which may result in a change in the manner in which the manufacturer provides the software and systems; provided, however, that such modifications and/or changes will not degrade the level of, or have a material adverse impact upon, the features and functionality of the product or services. e. Responsibilities of Biller.

1. Biller will be responsible for the following: (i) providing Invoice Cloud with a static IP address or a specific range of static IP addresses, and (ii) confidentiality of End User’s Data. Biller is solely responsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud (“Biller Transmitted Information”), and Invoice Cloud and manufacturer will have no liability therefore. Biller is solely responsible for adopting, implementing, and maintaining appropriate and effective security measures, procedures, policies, and standards, and any other best practice available to protect the confidentiality of Biller Transmitted Information, (iii) protecting the confidentiality of any information stored on Biller’s servers, and (iv) using the Services in the manner instructed by Invoice Cloud and the manufacturer and otherwise in the manner intended.

2. Biller shall be solely responsible for ensuring that Biller’s employees and contractors are not security risks. Biller will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensure that (a) Biller’s use of the Network Connection is secure and is used only for authorized purposes, and (b) Biller’s business records and data are protected against improper access, use, loss, alteration or destruction.

3. Biller shall provide Invoice Cloud or the manufacturer with physical access to the kiosks upon request after reasonable advance notice. Biller shall not, nor allow any third party to, modify, repair, relocate, sell, lease, assign, encumber, or otherwise tamper with any of the kiosks without Invoice Cloud’s or the manufacturer’s express written consent. Any change of the location of the kiosks may warrant that Biller pay Invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud’s third-party vendors. At the end of the term, Biller shall be responsible to de-install all kiosks, return all kiosks, freight prepaid by Biller, to Invoice Cloud at the place from which kiosks was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the commencement of the term, reasonable wear and tear, excepted. Biller shall use and ensure that the kiosks are at all times used in a workmanlike manner and in such manner as will not damage or injure the kiosks except by the ordinary wear and tear of such kiosks.

In the event of damage to any kiosks, Biller shall promptly notify Invoice Cloud who shall replace or repair the kiosks at Biller’s expense. f. Personal Property of Invoice Cloud. Kiosks and all parts and components thereof shall retain its character as personal property and all right, title and interest thereto shall not pass to Biller, but title and ownership shall remain exclusively with Invoice Cloud.

Biller shall be and shall have the duties of a bailee of the kiosks. Biller shall not remove, conceal or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to kiosks. If Biller sells, assigns or attempts to sell or assign kiosks or any interest therein, or if Biller defaults in any of the covenants, conditions or provisions of this Agreement, it is agreed that Invoice Cloud may immediately and without notice take possession of kiosks where found and remove and keep or dispose of the same and any unpaid fees including all fees as provided herein and in the Biller Order Form will be due and payable. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of kiosks or otherwise enforce this Agreement or to collect moneys due hereunder, Biller shall pay Invoice Cloud the equivalent of the moneys expended or charges incurred by Invoice Cloud in such behalf, including reasonable attorney's fees.

7. Interactive Voice Response Functionality and Outbound Communications (“IVR”) a. License. For and in consideration for the payment of all fees and charges paid to Invoice Cloud, as provided in the Biller Order Form, Invoice Cloud hereby licenses to Biller, non-exclusive access to its proprietary IVR for Biller’s internal use only.

Biller Agreement
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Biller T+C and this Agreement 15 b. Indemnification. Biller agrees it will not use the IVR in any manner, shape or form that violates any local, state or federal law or regulation (including without limitation violations of Fair Debt Collection Practices Act, 15 U.S.C. § 1692 –1692p ) and will defend and hold Invoice Cloud and its licensor harmless from and against any and all claims and will indemnify Invoice Cloud and its licensor against any and all costs, fines, penalties, causes of action, allegations, suits, and claims, including reasonable attorney’s fees and expenses as a result of any act by Biller. Likewise, Invoice Cloud agrees it will not use the design or establish service in any manner, shape or form that results in an intellectual property rights infringement claim by any third party and will hold Biller harmless from any and all claims and will indemnify Biller from and against any and all costs and claims, including reasonable attorney's fees as a result of any third party intellectual property rights infringement claim against Invoice Cloud or its licensor. c. Legal Compliance. Biller shall comply with all applicable laws, regulations, or other requirements of any governmental authority which relate to or affect this Agreement and the Biller’s performance hereunder. Notwithstanding anything to the contrary in the Biller Agreement and these terms and conditions or other agreement between the parties, Biller shall be responsible for compliance with all applicable laws and regulations related to the call flows, content, prompts, and data flows and the Biller’s benefits and uses of the IVR, and the instructions and directions in the use of the IVR that it has provided. Although neither Invoice Cloud nor its licensor provides legal advice to Biller, Biller understands and acknowledges and shall comply with all laws, rules, and regulations regarding do not call lists, legal calling times, and dialing cellular numbers, and shall abide by all applicable laws, rules, and regulations while implementing or using IVR. d. No Warranty. NEITHER INVOICE CLOUD NOR ITS LICENSOR MAKES ANY WARRANTY OR ANY

REPRESENTATION, EXPRESS OR IMPLIED WRITTEN OR ORAL, RELATING TO THE IVR UNDER THIS AGREEMENT OR

OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY THAT THE SERVICES ARE FIT FOR ANY PARTICULAR PURPOSES OR OF MERCHANTABILITY, AS THE IVR IS PROVIDED “AS IS”. BILLER AGREES THAT NEITHER

INVOICE CLOUD NOR LICENSOR WARRANTS THE IVR OR ITS SERVICES WILL BE ERROR FREE OR OPERATED

UNINTERRUPTED, AND THAT NEITHER INVOICE CLOUD NOR LICENSOR WILL BE HELD RESPONSIBLE IN ANY MANNER, SHAPE OR FORM FOR ANY FAILURE OF THE IVR OR ITS SERVICES TO PERFORM ANY PARTICULAR FUNCTION. In the event of a breach of this warranty by Invoice Cloud or any licensor, Invoice Cloud will use reasonable efforts to attempt to resume provision of the IVR. Biller acknowledges IVR or its services is provided through telephone and electronic devices and shall not hold Invoice Cloud or any licensor responsible for any failure due to technical or electronic failures. Further, neither Invoice Cloud nor licensor is responsible for any poor result as a result of judgments and choices made by Biller in using any IVR service.

8. Incorporation by Reference into Agreement, Modification. These Biller Terms and Conditions are incorporated by reference into the Agreement and may be modified by Invoice Cloud as a result of changes in applicable law, regulatory requirements, PCI-DSS requirements, card network rules, ACH requirements or card association or payment processor requirements.

9. California Consumer Privacy Act of 2018
All capitalized terms used in this Section 9, not otherwise defined, shall have the meaning established in the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General (“CCPA”). Regardless of Biller’s status as a Business, Invoice Cloud is a “Service Provider” pursuant to CCPA. Invoice Cloud’s obligations as a Service Provider include:
a. Invoice Cloud will not Sell Personal Information.
b. Invoice Cloud will not retain, use, or disclose Personal Information for any purpose other than for the specific purpose of providing the Service, as set out in the Agreement, or as otherwise permitted by CCPA. c. Invoice Cloud will not retain, use, or disclose Personal Information for any commercial purpose other than providing the Service. d. Invoice Cloud shall provide reasonable assistance to Biller in facilitating compliance with Consumer rights requests. e. Upon direction by Biller, and with a commercially reasonable amount of time, Invoice Cloud shall delete the Personal Information. f. Invoice Cloud shall not be required to delete any of the Personal Information to comply with a Consumer’s request directed by the Biller if it is necessary to maintain such information in accordance with Cal. Civ. Code §1798.105(d). Invoice Cloud shall promptly inform Biller of the exceptions relied upon under §1798.105(d) and Invoice Cloud shall not use the Personal Information retained for any other purpose than provided for by the exception or as otherwise permitted by CCPA. g. Invoice Cloud certifies it understands the prohibitions in this Section 9 and will comply with them. h. If Invoice Cloud, in its sole discretion, uses a Service Provider to provide the Service, Invoice Cloud will enter into written agreements with such Service Providers requiring the Service Provider abide by terms substantially similar to this Section 9.

MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: September 5, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Bob Meadows, Business Development Coordinator SUBJECT: AUTHORIZE RELEASE OF REQUEST FOR QUALIFICATIONS

FOR HOTEL DEVELOPER TO PROVIDE PROFESSIONAL

DIRECTION FOR HOTELS AND OTHER RELATED

COMMERCIAL PROJECTS

RECOMMENDATION
Council find the action is not defined as a "project" per Section 15378(b)(5) of the CEQA Guidelines; and authorizes the City Manager to release the Request For Qualifications for a Hotel Developer for distribution.

BACKGROUND
The Economic Development Ad Hoc Committee learned at the ICSC Convention in Las Vegas in May that Shafter has the potential for economic growth in multiple lines of retail business, including the hotel industry. The Shafter Hotel Demand Analysis provided by Kosmont Company confirms the need for additional hotels in the general area of Shafter, Delano, and Bakersfield over the next decade. The City's economic development efforts can be accelerated by hiring a hotel developer to attract hotels to Shafter. Besides offering city-owned properties as potential sites, this developer could also make connections with private property owners with sites in Shafter deemed attractive to hotels. The Ad Hoc Committee recommends the release of this Request for Qualifications for a Hotel Developer.

ANALYSIS
City governments are not generally experienced in the business of real estate development and hotel project management. Hiring a developer to provide professional direction for hotels and other related commercial projects will energize the City's economic development efforts and legitimize connections with hotel representatives.

FISCAL IMPACT
Funding up to $100,000 for the one time expense of hiring of a Developer was recommended by the Economic Development Ad Hoc Committee and was approved on May 31, 2023, by the Council as part of the Economic Development Department 2023- 2024 Budget under Professional Services.

CEQA ANALYSIS

AUTHORIZE RELEASE OF REQUEST FOR QUALIFICATIONS FOR HOTEL DEVELOPER TO

PROVIDE PROFESSIONAL DIRECTION FOR HOTELS AND OTHER RELATED COMMERCIAL

PROJECTS
- 2 -
The action is not defined as a “project” per Section 15378(b)(5) of the CEQA Guidelines because the action is authorization to release a RFQ, and therefore, it is an organizational and administrative activity that will not result in direct or indirect physical changes to the environment and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
Yes

ALTERNATIVES
The Council can 1) not authorize the release of the RFQ or 2) direct staff to revise the RFQ and bring the revised RFQ back to the Council for future consideration. Staff does NOT recommend either of these alternatives.

NEXT STEPS
If authorized to release the RFQ, 1) Staff will forward it to Kosmont Company for distribution to their list of known hotel developers and other related professionals; 2) Staff will also distribute RFQ to known local commercial real estate brokers with developer connections; 3) Kosmont will provide support and direction in the selection process.

ATTACHMENTS

1. City of Shafter Hotel Developer RFQ Final

City of Sha�er, California

REQUEST FOR HOTEL DEVELOPER QUALIFICATIONS
(RFQ)
RFQ Issued – Wednesday, September 6, 2023
Deadline to Submit – Wednesday, October 4, 2023, 5:00 PM PST

Table of Contents

1. Introduction and City Background...........................................................................3

2. Overview of Sites…………………………………………………………………………………5

3. Submittal Requirements............................................................................................ 7

4. Disclosures ................................................................................................................ 8

5. Evaluation Criteria, Procedures, and Tentative Timeline ....................................... 9

6. Contact Information................................................................................................. 10 Qualifica�on packages are due no later than 5:00 P.M., Wednesday, October 4, 2023, and should be sent by email to:
1) Bob Meadows, Business Development Coordinator, City of Sha�er – bmeadows@sha�er.com

1. Introduc�on and City Background
Overview of Opportunity
The City of Shafter (“City”) invites experienced hotel developers and/or hotel companies to submit qualifications to explore an opportunity for hotel development in the City of Shafter. Potential opportunity sites in the City include two City-owned sites (“City-Owned Sites”) as well as other development sites available in the City of Shafter (“Privately-Owned Sites”) that may be suited for potential hotel uses. Developing a hotel and potentially related retail activity in the City is integral in meeting the City’s goals, including job creation, revenue generation, and support of economic development goals to better the community.

In July 2023, A Hotel Market Demand Analysis (“Analysis”) was completed by Kosmont Companies. This Analysis shows potential demand growth and activity for hotels in a 30-mile trade area, and estimates demand for more than 300 additional Midscale and Upper-Midscale hotel rooms over the next decade. Demand drivers include the significant residential development expected over the next five years; continued business development in the agriculture, warehousing, and logistics industries; travel-related demand due to close proximity to CA-99 and I-5 Freeways; and tourism / recreational activities. The Analysis was presented to City Council on August 15th, 2023, and is available on the City’s website at the following link: { https://www.shafter.com/26/Agendas} The Analysis highlights three key nodes for potential hotel development in the City: along the CA-99 Freeway, the Downtown Shafter commercial district (centered along CA-43 & Lerdo Highway), and the Gossamer Grove Specific Plan Area (southeastern edge of the City near CA-99).

Map of Key Nodes for Potential Hotel Development

The City is issuing this RFQ to highlight opportunities for hotel development in Shafter to meet potential trade area demand. The City invites qualified hotel developers and/or hotel companies to respond to this RFQ and engage in preliminary conversations about the growing opportunities for hotel development within our vibrant community. Through this RFQ, the City aims to highlight select City-Owned Sites and Privately-Owned Sites that may possess potential for hotel development, underscoring our commitment to progress and growth. It is essential to note the following:
• This RFQ is an exploratory instrument. It does not bind or commit the City of Shafter to any specific course of action, agreement, or partnership.
• While the City is enthusiastic about showcasing various properties, this RFQ does not represent or warrant that any of the highlighted properties are available for sale, lease, or development. Their inclusion is solely for illustrative purposes to spark discussions on potential opportunities. • Participation in this RFQ does not confer any rights, privileges, or favored status upon any respondent.

The City’s primary goal is to foster a dialogue about the future of hotel development in the City, gauge interest, and understand the vision and capability of potential partners. We look forward to your insights, expertise, and the possibility of shaping Shafter's future landscape together.

City Background
Sha�er has grown into a diverse economic engine from its humble beginnings as a farming community in 1913. The City leads the Central Valley in offering compe��ve loca�ons for companies and families to plant their roots. One of the fastest growing California ci�es over the past ten years, Sha�er is located just 12 miles north-west of the City of Bakersfield and has been documented as the safest community in Kern County.

Sha�er’s es�mated 2022 popula�on of 21,700, which is 79% Hispanic, is expected to grow as high as 28,000 in the next five years, and es�mated households are expected to grow nearly 30% to around 8,000 in that same �me period. The median age in Sha�er is 29, and the average household income is $80,600. The projected popula�on growth creates demand for increased ameni�es for the residents – including retail, hospitality, and other land uses that serve the local residents and businesses.

The planned expansion over the next five years of the Wonderful Industrial Park, a leading West Coast logis�cs and distribu�on hub located in Sha�er and covering over 1,600 acres, will create an addi�onal 5,000 new jobs. To date approximately 12,000 jobs have been created. Major employers in the City include the agricultural industry (such as Wonderful Orchards, a major grower of almonds, pistachios, and pomegranates) and the logis�cs / distribu�on industries (with major distribu�on centers including the Wonderful Industrial Park and distribu�on centers for Target, Walmart, and Ross).

Sha�er is in the top 10% of financially sound ci�es in California, with substan�al reserves and several key real estate assets. The City is prepared to invest in developing these Sites for the benefit of the residents, nearby businesses, and provide addi�onal sources of revenue for City ac�vi�es.

2. Overview of Sites
To showcase the City's potential for hotel development, two City-Owned Sites that could ideally accommodate hotel development are highlighted below, and Privately-Owned Sites are also referenced. However, it is important to note that while these properties represent potential development opportunities, their inclusion in this RFQ does not guarantee or imply their current availability for sale, lease, or development. They are presented to inspire vision and spark discussions on what could be realized in Shafter's landscape.

City-Owned Sites
Site 1: Lerdo Highway/Golds Avenue
APNs 089-140-73, 089-140-75
Zoning Designa�on – Business Park
Site 1 is an approximately 8.1-acre City-Owned Site at “Lerdo Highway / Golds Avenue”) composed of three parcels located at 1451 Lerdo Highway, at the eastern end of the retail / commercial district that runs along Lerdo Highway.

The Site is zoned Business Park. The Site is currently vacant raw land with no improvements and is bordered by Golds Ave. to the east and commercial development to the west. The future Sha�er Sports Park will be located just south of the Site and is expected to break ground before the end of 2023. The Site has frontage along Lerdo Highway, which has a traffic count of approximately 11,100 cars a day and has an interchange with SR-99 ~5.0 miles to the east.

Lerdo Highway/Golds Avenue - Subject Property in Blue

Site 2: Lerdo Highway/Zerker Road
APNs 091-171-30, 091-171-31, 091-171-22
Zoning Designa�on – Business Park / Aircra� Approach Height Site 2 is an approximately 12.3-acre City-Owned Property “Lerdo Highway / Zerker Road” composed of three parcels located at 5821 Lerdo Highway, at the south-western quadrant of the intersec�on of East Lerdo Highway and Zerker Road. The Lerdo Highway / CA-99 interchange is approximately 0.4 miles west of the Site. The Site is zoned Business Park – Aircra� Approach Height (poten�al hotels would be limited to two stories due to zoning designa�on). The Site is currently vacant raw land with no improvements and is bordered by a canal on the eastern border along Zerker Road and Westec Career and Job Training to the west. The Site is primarily surrounded by industrial parcels (major nearby employers include Grimmway Farms, GAF Roofing, and J.D. Rush Company). Nearby land uses include the Min�er Field Airport to the northwest and a Chevron gas sta�on to the northeast.

Lerdo Highway/Zerker Road - Subject Property in Blue
Privately-Owned Sites
Other privately-owned poten�al opportunity sites may be available for lease / sale in the three key nodes for poten�al hotel development in the City: along the CA-99 Freeway, the Downtown Sha�er commercial district (centered along CA-43 & Lerdo Highway), and the Gossamer Grove Specific Plan Area (southeastern edge of the City near CA-99).

3. Submittal Requirements

Submittal Overview
The City reserves all rights with regard to this solicitation, including but not limited to the right to amend ormodify this RFQ, reject any or all proposals, extend any dates, or initiate negotiations with any respondent or nonrespondent. Should the City not receive qualified proposals of interest by a submittal deadline, it reservesthe right to extend that deadline or re-open the RFQ until qualified proposals of interest are received.

Respondents are responsible for ensuring submittals are actually received. All materials submitted during any part of the selection process become the property of the City. The respondent may designate portions of its submittals which contain proprietary data as “confidential”, but the City cannot guarantee that it will be able to legally enforce such confidentiality.

The City shall not be responsible for any costs and/or obligations incurred by and/or on behalf of a potential developer in preparing, submitting, or otherwise participating in any part of this RFQ, the selection, documentation, or the development process in its entirety. The City reserves the right to request clarification or additional information from respondents. Information included in this RFQ is believed to be accurate but should be independently verified by potential respondents prior to reliance upon.

Qualifications and Proposal Content
The City’s top priority is to ultimately identify a potential development partner(s) for quality hotel / mixed retail use development project(s) that will support the City’s economic development goals and be synergistic with adjacent and other land uses near the Sites. The evaluation criteria will consider a respondent’s recent experience in working on projects of similar size, scope, and quality. The developer/hotelier could also potentially be the developer of future projects. Respondents shall provide all the following information:
1) Letter of Introduction – Include a summary of the respondent’s basic qualifications, experience, past and current project experience of similar nature and size, and reasons for interest in this opportunity. The letter must identify the respondent’s interest for development and be signed by a principal or authorized officer including a statement that the officer may make legally binding commitments for the entity. 2) Description of potential conceptual project – Include sufficient detail and definition as to proposed uses, tenants, and/or concept to give the City leadership enough information to have an idea of what the final development could contain. Supporting market data, concept plan, and collateral materials are encouraged to provide support for the proposed concept.
3) Team Members – Identify members of the respondent’s development team and provide a brief description of each team member’s role including the following:

Principals involved in the Project.

Resumes of key team members.

A description of team member’s proposed role and relevant experience with projects of similar nature and size and experience in and familiarity with development in Shafter or surrounding areas. An organizational chart with designation of Lead Contact for development team.
4) Relevant Project Experience - A summary of current and previous experience of the team with regard to projects comparable both in size and uses. As appropriate, this information should include a project description, photos or

site plan if available, land uses, dates completed, developer role, cost/value, financing sources, duration of development processes, role of current employees in the project, and existing status as to ownership and leasing of current developments. Additionally, please identify similar completed projects in the area that the can be visited, and provide a name and contact information as well, as appropriate. 5) Project Approach - A high-level summary of the team’s approach and anticipated timing related to planning, design, approvals, financing, phasing, development, construction, and operation. Provide examples of processes employed in other similar projects. If and when appropriate, the City’s preference for conveyance structure is a fee simple sale.
6) Financial Data - A summary of the potential developer/development entity’s capability to source the capital necessary to successfully fund and/or finance the proposed concept. Eventually, a description of the anticipated financing structure to be utilized to finance the anticipated project and specific evidence will need to be provided to support proof of the ability to fund a project of this size. 7) References - An accurate list of no less than three references (name, title, entity, telephone number and contractualrelationship to respondent) that may be contacted with respectto current and past project experience.

Additionally, a reference list of and contact information for public sector officials and staff involved in the previous projects identified as examples of Relevant Project Experience. 8) Litigation History with Public Agencies – Provide information as to any litigation that any developer/development entity that comprises the overall team has had with public agencies over the last 10 years.

4. Disclosure
The City reserves all rights to modify or terminate the selec�on process, go outside of the selec�on process to select a developer, or not select a developer at all. This RFQ and selec�on process does not cons�tute any type of offer and creates no contractual or other liability to the City. The development standards provided in the RFQ are subject to change.

5. Evaluation Criteria, Procedures, and Tentative Timeline Criteria
The following criteria will be used as the primary basisfor evaluating developer/hotel responses, particularly for CityOwned Sites:
• The respondent's applicable experience and expertise. • The respondent’s experience in formulating and implementing successful hotel / mixed retail use development projects of similar scope and character.
• The respondent’s demonstrated ability to implement projects that retain and reflect local character. • The respondent’s track record, experience and financial capacity to start and complete projects and uses similar to those requested in the RFQ.
• The respondent’s demonstrated ability to structure development to minimize the City’s financial risk while maximizing the public’s return on assets and other public benefits. • Experience of key project team members with similar projects.

Procedures

1. A committee, comprised of City Staff and City consultant (the “Review Committee”), will evaluate responses to this RFQ and invite respondents to interview for City-Owned Sites.

2. The interviews will give the respondent the opportunity to meet with the Review Committee to discuss project approach and execution, ability to rank project concepts and determine which proposals best satisfy the objectives expressed by the City to provide a desired potential development project and financial return for the City. The Review Committee shall select qualified respondentsto interview and potentially submit a Request for Proposals (RFP) including an LOI (for City-Owned Sites).

3. The City will ultimately pursue negotiations with the top-ranked qualified respondent with the goal of entering into an Exclusive Negotiating Agreement (“ENA”) for City-Owned Sites within sixty (60) days of selection. If a satisfactory ENA cannot be negotiated with that respondent, then the City may formally end negotiations with that respondent and pursue negotiations with the respondent that next best satisfies the objectives and goals expressed by the RFQ, as determined by the City, or proceed on an alternative basis or terminate process.

4. The City reserves allrightstomodify orterminate the selection process, go outside ofthe selection process to select a broker, or not select a broker at all. This RFQ and selection process does not constitute any type of offer, nor does it create any contractual or other liability to the City.

Tentative Timeline
• RFQ released on Wednesday, September 6, 2023
• Responses to RFQ due on Wednesday, October 4, 2023, at 5:00 p.m. PST • Interviews with potential candidatesfor City-Owned Sites expected to be held in October 2023

6. City Contact and Digital Submittal Requirement:

Questions related to this solicitation shall be in writing by email to:

Bob Meadows, Business Development Coordinator
City of Shafter
Email: [email protected]
Submittal must be in PDF format and submitted electronically, preferably by email.

PAPER SUBMISSIONS ARE NOT REQUIRED AND WILL NOT BE ACCEPTED.

Qualifica�on packages to be emailed no later than 5:00 P.M., Wednesday, October 4, 2023, to:
• Bob Meadows, Business Development Coordinator, City of Sha�er – bmeadows@sha�er.com The City may con�nue to solicit qualifica�ons beyond the above date if the City, in its respec�ve sole determina�on, is not sa�sfied with the number and quality of submitals received.

MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: September 5, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Marcos Torres, Deputy Public Works Director SUBJECT: AUTHORIZE THE PURCHASE OF WATER METERS AND
APPURTENANCES (CIP PROJECT# WA00017) FOR A TOTAL
COST OF $504,976.65

RECOMMENDATION
Council find the action is not defined as a "project" per Section 15378(b)(4) of the CEQA Guidelines; accept a cost proposal for purchasing 951 standard residential water assemblies from Badger Meter totaling $319,032.29 (Quotation No. 3527454); accept two (2) proposals for meter appurtenances; approve one (1) proposal submitted by Core & Main for said meter appurtenances valued at $185,944.36 (Bid #3089136); and authorize the Public Works Director to issue purchase orders for said meter and meter appurtenances for a total cost of $504,976.65.

BACKGROUND
Public Works continues to work towards having all City water services metered by 2025 to comply with a State mandate made into law by the passage of Assembly Bill 2572.

To date, the City has achieved 80% compliance and updated its meter standards to facilitate remote reads to minimize the time required by Water Division personnel to complete the acquisition of consumption data for billing. Due to material shortages during recent water meter installation projects, Public Works requested quotes for water meters and service line fittings to purchase and have available for the next installation phase.

ANALYSIS
The following is a summary of quotes received for the meter fittings:

VENDOR TOTAL LEAD TIME
Core & Main $185,944.36 12 weeks
Ferguson Waterwork's $187,814.78 17-22 weeks
Core & Main submitted the lowest confirmed quote and is already an approved City vendor.

AUTHORIZE THE PURCHASE OF WATER METERS AND APPURTENANCES (CIP PROJECT# WA00017) FOR A TOTAL COST OF $504,976.65
- 2 -
Badger Meter submitted a proposal of $319,032.29 for purchasing 951 residential standard water meter assemblies. They are the sole manufacturer and distributor of their own water meters in California. Accordingly, their proposal qualifies for a sole source purchase.

FISCAL IMPACT
The City's Capital Improvement Program Project #WA00017 has $1,250,000 in funding programmed in Fiscal Year 2023-2024, which is sufficient to cover the requested purchases without budget action by the Council.

CEQA ANALYSIS
The action is not defined as a "project" per Section 15378(b)(4) of the CEQA Guidelines because the action is a purchase to support, but not to expand or alter, the existing water utility operation and therefore, it is governmental fiscal activity that does not involve any commitment to a specific project that can result in a potentially significant impact and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
No

ALTERNATIVES
The Council can reject the requested purchase if it prefers to seek additional proposals for other metering equipment or simply defer the costs until a later date. However, the City is facing a looming deadline to become a fully-metered water system in less than two years which requires immediate action. Therefore, staff does not recommend alternative action.

NEXT STEPS
Upon approval by the Council, staff will place an order for water meters and appurtenances.

ATTACHMENTS

1. Badger Meter Purchase Proposal (Quotation No. 3527454)

2. Core & Main Proposal for Meter Appurtenances (Bid #3089136)

3. Ferguson Waterworks Bid for Meter Appurtenances (Bid #B494424)

Badger Meter Inc.
4545 W Brown Deer Road Milwaukee WI 53223
PO Box 245036 Milwaukee WI 53224-9536
Created Date 08-14-2023
To Joe O'Brien

CITY OF SHAFTER
336 PACIFIC AVE

SHAFTER
California 93263
Customer ID 00023111
Effective Dates 08-14-2023 - 02-12-2024
Salesperson Proposal Subject Shipping Terms / INCO Terms Payment Terms 005307 KATHY RICHARDS  LF35 7.5", LF70, LF170/HRE-8/
TWIST 5'/GAL/CELL-C
(EXPIRES 2/12/24)

FCA FACTORY
NET 30 DAYS
Line # Description Qty Unit Net Price
USD
Line Totals
USD
1 BMI Part No.: 101-6628
Cat String: DS-DBA-PB1P-XXD3-Y2-M1CA-2B2X1-8BE-NN-XX-TF-XXB0A Description:

Disc, M35 3/4"(7-1/2), Brz Btm 430SS-1, PL, (TS-135, SN Yr 9D & PBB, HR-E, 4CXN2 ORION, PL Lid/Shrd-GRY, Trx Scrw, Street read, 8D-0.1 Gal, SN YR 9D in & out, TT-5', BMI STD, 6 PACK,
880  173.00  152,240.00
2 BMI Part No.: 103-6671
Cat String: E4-4E-AM-AG-TAAA-B0A
Description:

EP Only, For Enc, ORION CELL C, Thru Ld Instl Kit, TT-8in, Grnd/OceanPause, BMI STD, 24 PACK, 880  128.00  112,640.00
3 BMI Part No.: 101-7860
Cat String: DS-KCC-PB2P-XXD3-Y2-M1CA-2B2X1-8BE-NN-XX-TF-XXB0A Description:

Disc, 70 1"(10-3/4), Brz Btm 430SS-all, PL, (TS-135, SN Yr 9D & PBB, HRE, 4CXN2 ORION, PL Lid/Shrd-GRY, Trx Scrw, Street read, 8D-0.1 Gal, SN YR 9D in & out, TT-5', BMI STD, 4 PACK,
65  292.00  18,980.00
4 BMI Part No.: 103-6671
Cat String: E4-4E-AM-AG-TAAA-B0A
Description:

EP Only, For Enc, ORION CELL C, Thru Ld Instl Kit, TT-8in, Grnd/OceanPause, BMI STD, 24 PACK, 65  128.00  8,320.00
Domestic Quotation
Quotation No. 3527454
Thank you for your business!
Estimated ship dates subject to change based upon component availability, as a result of global supply chain constraints, or credit review.

This acknowledgment is made subject to the terms & conditions found on our web-site: https://www.badgermeter.com/terms-and-conditions.

Terms and conditions related to service units, training, and professional services can be found here: https://badgermeter.com/service-units-terms-and-conditions

Line # Description Qty Unit Net Price
USD
Line Totals
USD
5 BMI Part No.: 101-3403
Cat String: DS-REB-PFAS-XXD3-Y2-M1CA-2B2X1-8CE-NN-XX-TF-XXB0A Description:

Disc, M170 2"-ELL Dr w/TP, 430SS, SS, (TS-135, SN Yr 9D & PBB, HR-E, 4CXN2 ORION, PL Lid/Shrd-GRY, Trx Scrw, Street read, 8D-1 Gal, SN YR 9D in & out, TT-5', BMI STD, 1 PACK,
6  753.00  4,518.00
6 BMI Part No.: 103-6671
Cat String: E4-4E-AM-AG-TAAA-B0A
Description:

EP Only, For Enc, ORION CELL C, Thru Ld Instl Kit, TT-8in, Grnd/OceanPause, BMI STD, 24 PACK, 6  128.00  768.00
Subtotal - USD  297,466.00
Tax 21,566.29
Total Price - USD  319,032.29
Notes and Assumptions
If applicable, sales tax and freight, if included on the proposal, is an estimate and will be recalculated based on rates and tax status in effect at the time of invoicing.

Actual lead time to be provided at time of order.

To aid in processing your order, please include the Quote number on the PO that is submitted for this proposal.

Badger Meter provides certification files to help manage meter and endpoint inventory and to maintain meter accuracy data. The standard method of delivery for this format is via electronic mail. Any deviations from our standard format, or any custom file formats, will be considered on a time and material basis.

Due to continuous improvements and redesign of Badger Meter products and technology solutions, Badger Meter reserves the right to provide our newest product solutions as an alternative to the proposed products provided they are in conformance with the requirements of the specifications and do not exceed the prices quoted.

If you would like to place an order, please contact us at [email protected] or by calling 1-800-876-3837 Option 1.

Domestic Quotation
Quotation No. 3527454
Thank you for your business!
Estimated ship dates subject to change based upon component availability, as a result of global supply chain constraints, or credit review.

This acknowledgment is made subject to the terms & conditions found on our web-site: https://www.badgermeter.com/terms-and-conditions.

Terms and conditions related to service units, training, and professional services can be found here: https://badgermeter.com/service-units-terms-and-conditions

CITY OF SHAFTER
720 Commerce Way
SHAFTER, CA 93263
Contact: JOE OBRIEN
[email protected]
Job

MUELLER BRASS

SHAFTER, CA
Bid Date: 08/23/2023
Bid #: 3089136
Sales Representative
Shannon Ulrich
(M) 661-316-8594
(T) 661-393-2288
(F) 661-393-0439
[email protected]
Core & Main
4920 Lisa Marie Ct
Bakersfield, CA 93313
(T) 661-834-1162
08/23/2023 - 12:33 PM Actual taxes may vary Page 1 of 2 Bid Proposal for MUELLER BRASS
CUS
TOMER
CONTA
C

T NOTES

Seq# Qty Description Units Price Ext Price
10 2000 E2605 1 ADPT MIPXPJCTS NO LEAD EA 23.82 47,640.00 20 950 B24265N 1FIPX5/8X3/4MN ANG BMV SDL MSN W/LW&CK EA 92.17 87,561.50 30 880 E130 3/4X2-1/2" MTR CPLG MXMN NO LEAD EA 12.23 10,762.40 40 65 E130 1X2-5/8" MTR CPLG MXMN NO LEAD EA 18.80 1,222.00 50 880 A24-NL MTR ADPT(PR) 5/8X3/4X1" PR 29.76 26,188.80 60 12 WEEKS
SUBTOTAL 173,374.70
Sub Total 173,374.70
Tax 12,569.66
Total 185,944.36

UNLESS OTHERWISE SPECIFIED HEREIN, PRICES QUOTED ARE VALID IF ACCEPTED BY CUSTOMER AND PRODUCTS ARE RELEASED BY CUSTOMER FOR MANUFACTURE WITHIN THIRTY (30) CALENDAR DAYS FROM THE DATE OF THIS QUOTATION. CORE & MAIN LP

RESERVES THE RIGHT TO INCREASE PRICES TO ADDRESS FACTORS, INCLUDING BUT NOT LIMITED TO, GOVERNMENT REGULATIONS, TARIFFS, TRANSPORTATION, FUEL AND RAW MATERIAL COSTS. DELIVERY WILL COMMENCE BASED UPON MANUFACTURER LEAD TIMES. ANY MATERIAL DELIVERIES DELAYED BEYOND MANUFACTURER LEAD TIMES MAY BE SUBJECT TO PRICE INCREASES AND/OR APPLICABLE STORAGE FEES. THIS BID PROPOSAL IS CONTINGENT UPON BUYER’S ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS OF SALE, AS MODIFIED FROM TIME TO TIME, WHICH CAN BE FOUND AT: https://coreandmain.com/TandC/ 08/23/2023 - 12:33 PM Actual taxes may vary Page 2 of 2

CITY OF SHAFTER
Job Location: SHAFTER, CA
Bid Date: 08/23/2023
Core & Main 3089136
Core & Main
4920 Lisa Marie Ct
Bakersfield, CA 93313
Phone: 661-834-1162
Bid Proposal for MUELLER BRASS

FERGUSON WW BAKERSFIELD #2777
2900 FAIRHAVEN DRIVE
BAKERSFIELD, CA 93308-6125
Phone: 661-396-3230
Fax: 661-397-7429
Deliver To:

From: Daniel Meza
Comments:

HOW ARE WE DOING? WE WANT YOUR FEEDBACK!
Scan the QR code or use the link below to
complete a survey about your bids:
https://survey.medallia.com/?bidsorder&fc=2777&on=424927 10:08:03 AUG 11 2023
FERGUSON WATERWORKS #1423
Price Quotation
Phone: 661-396-3230
Fax: 661-397-7429
Bid No: B494424
Bid Date: 08/11/23
Quoted By: DXM
Cust Phone: 661-746-2065
Terms: NET 10TH PROX
Customer: CITY OF SHAFTER
336 PACIFIC AVE
SHAFTER, CA 93263-2047
Ship To: CITY OF SHAFTER
336 PACIFIC AVE
SHAFTER, CA 93263-2047
Cust PO#: SERVICE Job Name: SERVICE MATERIAL

Item Description Quantity Net Price UM Total
JE2605SGG LF 1 CTS GRIP COMP X MIP COUP 2000 27.472 EA 54944.00 JE1527G LF 1 FIP X MTR ANG VLV LW 950 68.898 EA 65453.10 JE130FL LF 3/4X2-1/2 MTR COUP 880 14.117 EA 12422.96
JE130GKE LF 1X2-5/8 MTR COUP 65 21.706 EA 1410.89
FA24NL LF 5/8X3/4 X 1 MTR ADPT PR 880 44.625 EA 39270.00 Net Total: $173500.95
Tax: $14313.83
Freight: $0.00
Total: $187814.78
Item Code Description Notice
FA24NL LF 5/8X3/4 X 1 MTR ADPT PR ⚠WARNING: Cancer and Reproductive Harm WWW.p65warnings.ca.gov
Quoted prices are based upon receipt of the total quantity for immediate shipment (48 hours). SHIPMENTS BEYOND 48 HOURS SHALL BE AT THE PRICE IN EFFECT AT TIME OF SHIPMENT UNLESS NOTED OTHERWISE. QUOTES FOR PRODUCTS SHIPPED FOR RESALE CONTRACTOR CUSTOMERS: IF YOU HAVE DBE/MBE/WBE//VBE/SDVBE/SBE GOOD FAITH EFFORTS DIVERSITY GOALS/ REQUIREMENTS ON A

FEDERAL, STATE, LOCAL GOVERNMENT, PRIVATE SECTOR PROJECT, PLEASE CONTACT YOUR BRANCH SALES REPRESENATIVE IMMEDIATELY PRIOR TO RECEIVING A QUOTE/ORDER.

ARE NOT FIRM UNLESS NOTED OTHERWISE.
https://www.ferguson.com/content/website-info/terms-of-sale LEAD LAW WARNING: It is illegal to install products that are not "lead free" in accordance with US Federal or other applicable law in potable water systems anticipated for human consumption. Products with *NP in the description are NOT lead free and can only be installed in non-potable applications. Buyer is solely responsible for product selection.

WATER FLOW RATE NOTICE: Lavatory Faucets with flow rates over 0.5 GPM are not allowed for 'public use' in California.

Seller not responsible for delays, lack of product or increase of pricing due to causes beyond our control, and/or based upon Local, State and Federal laws governing type of products that can be sold or put into commerce. This Quote is offered contingent upon the Buyer's acceptance of Seller's terms and conditions, which are incorporated by reference and found either following this document, or on the web at
Govt Buyers: All items are open market unless noted otherwise.

MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: September 5, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Steve Esselman, Planning Director
SUBJECT: ADOPTON OF URGENCY ORDINANCE 749, APPROVING AND

ADOPTING EXECUTION OF A FOURTH AMENDMENT TO THE

DEVELOPMENT AGREEMENT WITH SUBURBAN LAND
RESERVE, INC., 7th STANDARD RANCH INVESTORS, LLC, AND
LENNAR HOMES OF CALIFORNIA, LLC.

RECOMMENDATION
Council find the action is exempt from the California Environmental Quality Act; adopt Urgency Ordinance No. 749, an Ordinance of the City Council of the City of Shafter, California, approving and adopting execution of a fourth amendment to the Development Agreement by and between the City of Shafter and Suburban Land Reserve, Inc., 7th Standard Ranch Investors, LLC, and Lennar Homes of California, LLC.

BACKGROUND
The City and Suburban Land Reserve, Inc. entered a Development Agreement (DA) dated October 11, 2006 and recorded January 22, 2007 as Entry No. 0207015743 in the office of the Kern County Recorder. The current DA guides the development of the Mission Lakes Specific Plan (MLSP) area, including rules for subdivision and collection of impact fees.

The City and Owners entered a first amendment to the DA dated December 21, 2021 and recorded January 6, 2022 as Entry No. 222002581 in the office of the Kern County Recorder. Then, the City and Owners entered a second amendment to the DA dated June 21, 2022 and recorded June 24, 2022 as Entry No. 222099036. Finally, the City and Owners entered a third amendment to the DA dated October 18, 2022 and recorded on October 21, 2022 as Entry No. 222158348.

The third amendment to the DA is set to expire on October 22, 2023, and the Owners have requested an additional extension to keep the DA active while the City and Owners negotiate a long-term DA extension or new DA. The City has offered an additional six (6) month extension to allow for negotiations. The extension would not change any conditions in the DA other than to extend the date of expiration to April 22, 2024.

ANALYSIS

ADOPTON OF URGENCY ORDINANCE 749, APPROVING AND ADOPTING EXECUTION OF A

FOURTH AMENDMENT TO THE DEVELOPMENT AGREEMENT WITH SUBURBAN LAND RESERVE, INC., 7th STANDARD RANCH INVESTORS, LLC, AND LENNAR HOMES OF CALIFORNIA, LLC.
- 2 -
The proposed Ordinance has been prepared as an urgency measure pursuant to California Government Code Section 36937(b) to protect the public peace, health, and safety because the MLSP and DA are considered critical projects for the City and a lapse in the DA would have significant detrimental impacts which cannot be easily remedied by other methods. Further, development of the property in accordance with the DA will provide substantial benefits to City and will further important policies and goals of City. Additionally, the DA eliminates uncertainty in planning and provides for the orderly development of the property, ensures progressive installation of necessary improvements, provides for public services appropriate to the development of the property, and generally serves the purposes for which development agreements under Sections 65864, et seq. of the Government Code are intended. These reasons justify adoption of the Ordinance as an urgency measure to be effective immediately upon adoption by a four-fifths vote of the City Council. A regular, non-urgency version of the Ordinance will be processed concurrently with the adoption of the Urgency Ordinance in the manner provided by the planning and zoning laws and the City of Shafter Municipal Code.

Staff brings the Urgency Ordinance to the City Council for your consideration about whether to grant the requested six-month extension of the DA to allow for time to prepare a long-term DA extension or new DA for the Council’s consideration at a future date.

FISCAL IMPACT
There is no fiscal impact because of the proposed action.

CEQA ANALYSIS
Per Section 15601(b)(3) (Common Sense) of the California Environmental Quality Act (CEQA) Guidelines, the action is exempt from CEQA because the environmental analysis for the original DA already analyzed and mitigated, to the greatest extent possible, environmental impacts as required by CEQA. The six-month extension because of this fourth amendment does not result in an intensification of the identified impacts beyond what was previously analyzed. Therefore, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment and the activity is not subject to CEQA.

APPROVED BY THE CITY ATTORNEY

ALTERNATIVES
The City Council could deny the proposed action, the DA would not be amended, and it would expire on October 22, 2023.

NEXT STEPS
After approval of the amendment by the City Council, the next steps are to record the amendment and negotiate the terms of a revised or new DA.

ATTACHMENTS

ADOPTON OF URGENCY ORDINANCE 749, APPROVING AND ADOPTING EXECUTION OF A

FOURTH AMENDMENT TO THE DEVELOPMENT AGREEMENT WITH SUBURBAN LAND RESERVE, INC., 7th STANDARD RANCH INVESTORS, LLC, AND LENNAR HOMES OF CALIFORNIA, LLC.
- 3 -

1. Exhibit 1 - Urgency Ordinance No. 749

2. Exhibit A of Exhibit 1

3. Exhibit 2 - Recorded Third Amendment to DA

ORDINANCE NO. 749

AN URGENCY ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SHAFTER,

CALIFORNIA, APPROVING AND ADOPTING EXECUTION OF A FOURTH

AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SHAFTER AND SUBURBAN LAND RESERVE, INC., 7th STANDARD RANCH INVESTORS, LLC, AND LENNAR HOMES OF CALIFORNIA, LLC.

WHEREAS, the City of Shafter and Suburban Land Reserve, Inc., entered into that certain Development Agreement (“DA”) dated October 11, 2006 and recorded January 22, 2007 as Entry No. 0207015743 in the office of the Kern County Recorder; and WHEREAS, the current DA guides the development of the Mission Lakes Specific Plan (“MLSP”) area as described in Exhibit “A” (“Property”), including rules for subdivision, phasing of public improvements, and collection of impacts fees; and WHEREAS, the portions of the Property subject to the DA, in addition to Suburban Land Reserve, Inc., is now owned by additional parties, namely 7th Standard Ranch Investors, LLC, a California limited liability company, and Lennar Homes of California, LLC, a California limited liability company (“Owners”); and
WHEREAS, the City and Owners entered a first amendment to the DA dated December 21, 2021 and recorded January 6, 2022 as Entry No. 222002581 in the office of the Kern County Recorder; and
WHEREAS, the City and Owners entered a second amendment to the DA dated June 21, 2022 and recorded June 24, 2022 as Entry No. 222099036 in the office of the Kern County Recorder; and
WHEREAS, the City and Owners entered a third amendment to the DA dated October 18, 2022 and recorded on October 21, 2022 as Entry No. 222158348 in the office of the Kern County Recorder; and
WHEREAS, the third amendment to the DA is set to expire on October 22, 2023; and WHEREAS, the Owners have requested that the term of the DA be extended; and WHEREAS, City and Owners are currently negotiating a long-term extension of the DA; and
WHEREAS, the City desires to amend the DA to extend the term by six (6) months in order to allow sufficient time to conclude negotiations; and WHEREAS, in order to ensure the development of the Property takes place and the DA is implemented, this Urgency Ordinance is adopted to extend the DA immediately so that it does not expire and the City can continue to work with Owner in the implementation of the DA; and WHEREAS, the extension of the DA is for the immediate preservation of the public peace, health, and safety because the MLSP and DA are considered critical projects for the City and a lapse in the DA would have significant detrimental impacts which cannot be easily remedied by other methods; and

Shafter City Council Ordinance 749
September 5, 2023

WHEREAS, development of the Property in accordance with the DA will provide substantial benefits to City and will further important policies and goals of City; and WHEREAS, the DA eliminates uncertainty in planning and provides for the orderly development of the Property, ensures progressive installation of necessary improvements, provides for public services appropriate to the development of the Project, and generally serves the purposes for which development agreements under Sections 65864, et seq. of the Government Code are intended; and
WHEREAS, Owners have incurred and will in the future incur substantial costs to assure development of the Property in accordance with the DA; and WHEREAS, Owners have incurred and will in the future incur substantial costs more than the generally applicable requirements to assure vesting of legal rights to develop the Property in accordance with the DA; and
WHEREAS, this Urgency Ordinance is adopted pursuant to California Government Code section 36937(b) and shall take effect immediately upon adoption by a four-fifths vote of the City Council; and
WHEREAS, the amendment to the DA is consistent with the General Plan of the City of Shafter (“General Plan”) and the MLSP and contains all necessary elements required by Government Code section 65864 et. seq. and Title 15 of the City of Shafter Municipal Code as no substantive changes are proposed by the amendment; and
WHEREAS, the City Council of the City of Shafter has reviewed and studied the amendment to the Development Agreement and found it to comply with the California Environmental Quality Act (“CEQA”) as more fully described below.

THE CITY COUNCIL OF THE CITY OF SHAFTER DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The City Council hereby adopts the recitals in this Urgency Ordinance as Urgency Findings for its adoption. Based on the entire record before the City Council of the City of Shafter (“Council”) and all written and oral evidence presented to the Council, the Council finds the fourth amendment to the DA attached here to as Exhibit “A” (“Fourth Amendment”) is consistent with the General Plan and the MLSP area and systematically implements the goals and objectives of the General Plan and MLSP.

A. The Fourth Amendment is consistent with the objectives, policies, general land uses, and programs specified in the General Plan and the MLSP. The Fourth Amendment will not be detrimental to the health safety and general welfare of persons residing in the immediate area nor be detrimental or injurious to the general welfare of the residents of the City as a whole.

B. The Fourth Amendment will not adversely affect the orderly development of property or the preservation of property values.

Shafter City Council Ordinance 749
September 5, 2023

C. The Fourth Amendment eliminates uncertainty in planning and provides for the orderly development of the Property, ensures progressive installation of necessary improvements, provides for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864, et seq. of the Government Code are intended.

D. The Fourth Amendment is consistent with the provisions of Government Code sections 65864 through 65869.5 and Title 15 of the Shafter Municipal Code.

SECTION 2. Based on the entire record before the Council and all written and oral evidence presented to the Council, the Council hereby finds and determines, that it can be seen with certainty that adoption of this Urgency Ordinance and approval of the Fourth Amendment will not have a significant adverse effect on the environment. Thus, the adoption of this Urgency Ordinance and approval of the Fourth Amendment is exempt from the requirements of CEQA pursuant to Sections 15061(b)(3) of the CEQA Guidelines.

SECTION 3. The Council hereby approves the Fourth Amendment in substantially the form presented to the Council, together with such additions favoring the City and non-substantive revisions as may be approved by both the City Manager and the City Attorney during execution of the Fourth Amendment.

SECTION 4. The City Manager is hereby authorized to execute the Fourth Amendment on behalf of the City and City staff is authorized to take any action and execute any and all necessary documents to implement the Fourth Amendment.

SECTION 5. The City Clerk is directed to record the Fourth Amendment with the Kern County Recorder, no later than 10 days after the Fourth Amendment is fully executed.

SECTION 6. This Ordinance shall be in full force immediately upon its passage.

SECTION 7. A summary of this Ordinance shall be published in the manner required by law.

PASSED, APPROVED AND ADOPTED this 5th day of September, 2023. _____________________________
Chad Givens, Mayor
ATTEST:
___________________________
Yazmina Pallares, City Clerk
APPROVED AS TO FORM:
___________________________
Marco A. Martinez, City Attorney

Shafter City Council Ordinance 749
September 5, 2023

EXHIBIT “A”

FOURTH AMENDMENT TO THE DEVELOPMENT AGREEMENT
Attached behind this page

RECORDING REQUESTED BY,
AFTER RECORDING RETURN TO:

City of Shafter
Attn: City Clerk
336 Pacific Ave.

Shafter, CA 93263
Exempt from filing fees per Gov’t Code §27383
(space above for Recorder’s use)

FOURTH AMENDMENT
TO

DEVELOPMENT AGREEMENT BETWEEN CITY OF SHAFTER
AND SUBURBAN LAND RESERVE, INC.

This FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN CITY OF SHAFTER AND SUBURBAN LAND RESERVE, INC. (“Fourth Amendment”) is entered into effective as of the ____ day of _______________, 2023 (“Fourth Amendment Effective Date”), by and between CITY OF SHAFTER, a California municipal corporation and charter city (“City”) and SUBURBAN LAND RESERVE, INC., a Utah corporation, 7th Standard Ranch Investors, LLC., a California limited liability company, and Lennar Homes of California, LLC, a California limited liability company (“Owners”). The City and Owner are sometimes hereinafter referred to as a “Party” or the “Parties”.

RECITALS
A. City and Owner entered into that certain Statutory Development Agreement, a Development Agreement Between City of Shafter, a California municipal corporation and charter city, and Suburban Land Reserve, Inc., a Utah corporation, dated October 11, 2006, recorded January 22, 2007, as Entry No. 0207015743 in the office of the Kern County Recorder (“Development Agreement”).

B. The Development Agreement affects certain real property located in Kern County, California, as more fully described on Exhibit A attached hereto and incorporated herein by reference (“Property”).

C. The Parties entered into a first amendment to the Development Agreement dated December 21, 2021 and recorded on January 6, 2022 as Entry No. 222002581 in the office of the Kern County Recorder, binding the additional Owners and extending the Development Agreement until July 6, 2022.

D. The Parties entered into a second amendment to the Development Agreement dated June 21, 2022 and recorded on June 24, 2022 as Entry No. 222099036 in the office of the Kern County Recorder, binding the additional Owners and extending the Development Agreement until October 22, 2022.

E. The Parties entered into a third amendment to the Development Agreement dated October 18, 2022 and recorded on October 21, 2022 as Entry No. 222158348 in the office of the Kern County Recorder, binding the additional Owners and extending the Development Agreement until October 22, 2023.

F. The Parties now wish to amend the Development Agreement to extend the term for six (6) months from the date of expiration.

AMENDMENTS
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Owners agree to amend the Development Agreement as follows:

1. Recitals; Defined Terms. The recitals above are hereby incorporated herein by this reference as if fully set forth in this paragraph. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Development Agreement.

2. Term. Section 2.3 of the Development Agreement is hereby amended to read as follows:
“The term of this Agreement shall expire as of April 22, 2024, unless this term is modified or extended in writing by the Parties.”

3. Confirmation. Except as amended and revised by this Fourth Amendment, all terms and conditions in the Development Agreement remain unchanged and in full force and effect. In the event of any conflict between the terms of this Fourth Amendment and the Development Agreement, this Fourth Amendment shall control. This Fourth Amendment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, City and Owner have executed this Fourth Amendment as of the Third Amendment Effective Date.
[Signatures and Acknowledgments Follow]

OWNERS:

SUBURBAN LAND RESERVE, INC., a Utah
corporation
By:

Name:

Its:
7 th Standard Ranch Investors LLC., a California
limited liability company
By:

Name:

Its:

LENNAR HOMES OF CALIFORNIA, LLC., a
California limited liability company
By:

Name:

Its:

CITY:

CITY OF SHAFTER, a California municipal
corporation and charter city
Chad Givens
City of Shafter Mayor
ATTEST:

Yazmina Pallares
City Clerk
APPROVED AS TO FORM:

Marco Martinez
City Attorney

By:
ry Its
OWNERS
SUBURBAN LAND RESERVE, INC., a Utah
corporation
2{/"
Name: l'z
7th Standard Ranch Investors LLC., aCalifornia
limited liability company
By
Name:

Its:

LENNAR HOMES OF CALIFORNIA, LLC., A
California limited liability company
By:

Name
Its:

CITY
CITY OF SHAFTER, a Californiamunicipal
corporation and charter city
Chad Givens
City of Shafter Mayor
ATTEST:

YazminaPallares
City Clerk
APPROVED AS TO FORM:

Marco Martinez
City Attorney
/

STATEOFUTAH )
colrNry or4g-Uk-|
On this 2 day of
to the person w
that he signed the foregoing document,
Utah corporation.
2023, before me personally appeared
known me or whose identity was proved to me on the basis of hose name is subscribed to this
as tne {ice-Wo6,,
document, and who acknowledged
of Suburban Land Reserve, Inc., a
Notary llv ott:

August
Stata of Utah
NI

EXHIBIT A
(Legal Description of the Property)

Jon Lilouist. Assessor - Recorder
Kern Coun'ty 0llicial Records
Recordod al th6 roquest ol
Public
Doc#t 222158348 $ ht Types: 1 Pages: 1 5
Fees
Iaxos
0thorc
PAID

AGUILARS
10t21t2022
0:10 AM

0.00 ilt ilililllllllililllllllllll lll lil

0.00 0.00
00RECORDING REQUESTED BY, 0.

AFTER RECORDING RETURN TO:

City of Shafter
Attn: City Clerk
336 Pacific Ave.

Shafter, CA93263
Exempt frorn filing fees per Gov' t Code $ 27383
space above for Recorder' s use)

TIIIRD AMENDMENT
TO

DEVELOPMENT AGREEMENT BETWEEN CITY OF SHAFTER
AND SUBURBAN LAND RESERVE, INC.

This THIRD AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN CITY OF SHAFTER AND SUBURBAN LAND RESERVE, INC. (" First Amendment") is entered into effective as of the f$fday of O*obct , 2022 (" Third Amendment Effective Date"), by and between CITY OF SHAFTER, a California municipal corporation and charter city (" City") and SUBURBAN LAND RESERVE, INC., a Utah corporation, 7ft Standard Ranch Investors, LLC., a Califomia Limited Liability Company and Lennar Homes of California, LLC, a California Limited Liability Company (" Owners"). The City and Owner are sometimes hereinafter referred to as a uParty"
or the ' oParties".

RECITALS
A. City and Owner entered into that certain Statutory Development Agreement, a Development Agreement Between City of Shafter, a Califomia municipal corporation and charter city, and Suburban Land Reserve, Inc., a Utah corporation, dated October 11,2006, recorded January 22,2007, as Entry No. 0207015743 in the office of the Kern County Recorder (" Development Agreement").

B. The Development Agreement affects certain real property located in Kern County, California, as more fully described on Exhibit A attached hereto and incorporated herein by reference Property").

C. The Parties entered into a first amendment to the Development Agreement dated December 21,2021 and recorded on January 6,2022 as Entry No. 222002581 in the office of the Kern County Recorder, binding the additional Owners and extending the Development Agreement until July 6,2022.

D. The Parties entered into a second amendment to the Development Agreement dated June 21, 2022 and recorded on June 24, 2022 as Entry No. 222099036 in the office of the Kem County Recorder, binding the additional Owners and extending the Development Agreement until October 22, 2022.

E. The Parties now wish to amend the Development Agreement to extend the Term fortwelve 12) months from the date of expiration.

AMENDMENTS
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, City and Owners agree to amend the Development Agreement as follows:
l. Recitals; Defined Terms. The recitals above are hereby incorporated herein by this reference as if fully set forth in this paragraph. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Development Agreement.

2. Term. Section 2.3 of the Development Agreement is hereby amended to read as follows The term of this Agreement shall expire as of October 22, 2023, unless this term is modified or extended in writing by the Parties."

3. Confirmation. Except as amended and revised by this Third Amendment, all terms and conditions in the Development Agreement remain unchanged and in full force and effect. In the event of any conflict between the terms of this Third Amendment and the Development Agreement, this Third Amendment shall control. This Third Amendment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, City and Owner have executed this Third Amendment as ofthe Second Amendment Effective Date.

S
ignatur e s and Acknow I edgm ent s F o I IowJ

OWNERS
SIIBIIRBAN LAND RESERVE, INC., a Utah
corporation
Oo ny,
Name:

Its:
nro
6irf4r\ e f, 't^ Oo*-Vt'g.
d
7tr' Standard Ranch Investors LLC., a California
Limited Liability Company
Name:

LENNAR HOMES OF CALIFORNIA, LLC., A
California Limited Liability Company
By:

Name:

Its:

CITY
CITY OF SIIAFTER, a California municipal
corporation and charter city
CathyL.

City of Shafter Mayor
ATTEST:

Pallares
APPROVED AS TO FORM:

Ap- a -* P,; tt
By:

Its:

Mu." o Mutt\""i
City Attornl4y

STATE OF UTAH )
SS
coLrNrY or SllL t-t"b >
that he signed the foregoing document, as the
Utah corporation.
personally appeared
to me on the basis of
and who acknowledged
of Suburban Land Reserveo Inc.o a
4A/uIt*J. tzl-o*-
NotaffihE9 L-,
09r
ofUthqli

5 trO,-, f i,' CEnnV' P't
rt- By
OWNERS:

SUBURBAN LAND RESERVE, INC., aUtah
corporation
Name:
7ft Standard Ranch Investors LLC., aCalifornia
Limited
By
Name:

Its:

LENNAR HOMES OF CALIFORNIA, LLC., A
California Limited Liability Company
By:

Name
Its:

CITY
CITY OF SHAFTER, a Califomia municipal
corporation and charter city
Cathy L
City of Shafter Mayor
ATTEST
APPROVED AS TO FORM:

Marco Mlrtinez
City Atto*rey

STATE OF CALIFORNIA

COUNTY OF
On this day of
personally known to me or
satisfactory evidence to be the person whose name
that he signed the foregoing document, as the
LLC., a California Limited Liability
before me personally appeared
was proved to me on the basis of
to this document, and who acknowledged
of 7ft Standard Ranch Investors,
SS
Notary Public
SocAltrdird Ceiltorto

CATIFORN IA ACKNOWTEDGMENT ctvtl coDE g 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of V-q,trn
On before me,
Dote Here lnsert Title of the
personally appeared LUe-,ln.tniLSdn
Nome/ s/ of Signe( s)
who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/are subscribed to the within instrument and acknowledged to me that heishe/ they executed the same in his/ her/ their authorized capacity( ies), and that by his/ her/ their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument' rtlllllrr,
st""\ul$tii! rv o.lii!'..:- -!.
lufii *, '.
1rt''i'X"\ u- [ gffiH) >
VWzr8fiel
1z?t-ffi,1$
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal
Signature
Ploce Notory Seol ond/or Stamp Above Signoture of Notory

OPTIONAL
Completing this informotion con deter olterotion of the document or froudutent reottochment of this form to on unintended document.

Description of Attached Document
Title or Type of Document:

DocumentDate: NumberofPages:-
Signe(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer' s Name: Signer' s Name:
tr Corporate Officer - Title( s) D Corporate Officer - Title( s):

El Partner- n Limited tr General
tr lndividual tr AttorneY in Fact
tr Trustee u Guardian or Conservator
tr Other:

Signer is Representing:

E Partner- n Limited tr General
tr lndividual tr Attorney in Fact
E Trustee n Guardian or Conservator
tr Other:
02019 National Notary Association
Signer is Representing

3ta".l \ '"Co".*k. p c,.r-{- BY:

OWl\[ERS:

SIIBURBAN LAND RESERVE, INC., a Utah
corporation
Name:
7ft Standard Ranch Investors LLC., aCalifomia
Limited Liability Company
Name:

Its:

LENNAR
Name:

CITY:

CITY OF SHAFTER, a California municipal
corporation charter city
Cathy L.

City of ShafterMayor
ATTEST:

APPROVED AS TO FORM:

By
Its
By:

Its:
cP.-l-Sg
uilT**T* \ I

ACKNOWLEDGMENT
State of
County of Fresno )
On Seot26. 2022
personally appeared evidence to
be the person( s) whose name( s) is/are subscribed to the withln instrument and acknowledged to me that he/she/ they executed the same in his/her/their authorized capacity( ies), and that by his/her/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALW OF PERJURY underthe laws of the State of California that the foregoing paragraph is true and conect.

WITNES$ my hand and officialseal
Signature ($ eall
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulne$ s, accuracy, or
of that document.

EXIIIBIT A
Legal Description of the Property)

P*rcal I : lAFl{S: OSI - lSO- f 3.0$-8and t}Sl-3lO-SS-0U'.rO} tr rhn perdrn of ssctbn EF, Torrdttp Xf South" Han[ s fi8 Gsst, hlount FlnHs irilaridirn" ln lhg unincorporlFd srat of tm So*Jtt? ol l{sm" Stntr sl Grftfornlao rcrordrp ro drr , ulfisialslrl thorstd,- lylne roulhnwtrly of ih+n**t*tly rfuhr o! wtYfim o{thr-8rll*riy Crnnl demrilnd 16 fqbE# Bldnnfp st a
potur: on fi* BDufi lFn nf rnH $ eedon lS, '
rft34otl' I ! l4"g fsst f,lbfh 8$ofi9'Earn sf dis nsutrff$ E*t EDrnGr sl rrld Sucdrn f,Si thsnse HE[Wact4Il frct th$iEo lWr 6'g'Wrst 7lS.S lanu trunch tltonh 33ogl, ! ilrsst

41.8 fu*; trmr* s f,'fiorth 3$'r.$tr Wmr 374.4lsrt to t p{lnt m lfrCI trusgt ftns ul **td Seatlon 35.

E$ce$ffig thcneftEm eil inters$ B soq6y66lo Tsrnecn Sll Sompany, a ftl|lwlra colpofsrtlon ln $sciorfllrs$ t md fnnuurtrnEf thsrbfif rscaldsd lrlonrmb€f ls. tgBg" ln Fook fflff3, ollngrr FrUt I tffI, ol OlfMrl nffird$ whlc* htarsrB em bs bdrfu runrnrrie. ud es stl ard tthEa n+rfid trd S€tsoi.ts Mtearusrs, aryd ln addFdon fiermo efirton dlox, idr, fiydro, gryq, ftsilfirm, nltrngCn, msfrrda, * rlfut {.ln mct crss h sltlrsr l{quid sr geseous iiiotnt and any ochur- lhdd-€ r gilssoutr tubsa- ncea, lnafi or othgrrvls. $ r. sr4l of thprn, rnd ery nrlnertlg sr olhgr rub*ttmc*r prdnrd tn aproqlut* n thsreffhh {-} tdrsfartofls" l ln. on pr urder thp $ rffrlse$, ts$ edror wtth. dt dghh. prMqgroa dlrtfus and ruqpsnslbllltie* tn any wey rt'tetnd ttnrsto, ?i ls acknowlcdg* U fisr lhi* rstnnmtlsn i* lully ssr f1rlh in thn eqnvsyafls* mfeffdd to abclts ad fial ttlls lg *uttic. fi! to lh*t coflva?tnce lrd nor *ub{act t0 tHe stlrnmsqf whhh ls fol csruypnluncp onh. Snld A**ignrnent snd Conveyatrce ' urlgg clarlfied by Flrst Amffldrnnnt lhercof recnrded Janunrv I F, | 9SEl, in Booh S2OO, Paga tSU8, of OfFcisl EssordeFarcel ?: tr91o145' OS l - I $O"O4J80- X nnd CIS l. I $ 0- t 0'00-gl All thfrt Fortloq ol ths Es*r hslf + l rhr $orlfturast guarter of $ eetion 26, TotunuhiF zfl outh. Har6u lF Easil, [ dnsnt triaHo fi$*fidlun, f,n the unlncnrporntsd ar*a of tht Eourrty ol K*rn Strro rl Crlllomlr, a'ceordlng la ths nfffelal plrl tftrreeln ty{nn eoufrealf of thu asrfiarly ling snd nsrthtrty of thr crntsrfno of th* ffsllowry Cgrlol. aa *ajd no'rthcrlf linc of rid Eunnl { e hsrilinrltsr damribrd; rnd ilrrt portion of the Es r halt sf Eald Sacrron ES lying suuthody qf thE rrBrtftuly linc ol tho Edtor,* ty Cnnll, sCd northarfy fna ba{ng daEErlbed rs fnllot' t*t:

Badrning n a point on drfi $trnt firn ol $il]d Segton aS, 0+t.t F t'sqt $ o4lth I r]3(It Wset
lrom t]te nofthweil cofltor ef sdd $ afilofi 1& thrrroo Sot th Sl.e# Eurt 4.15.94 fsrt; t.fnrrce Soufi fi9Bf Eeet SOf,.lI flr{; tfutisr Erutfi I8*g{'glsl lOE8.$ S fg{rt; thonsr So$fi $ fo4f Effi f,l?,t$fctq fitncr $n lh 6[o3['Flsl l$48"fiFfsstl ilrrncs Surgh Ftro7' East SEO,{F fcst to I pffi w fia fu$ trt of sald Srdpn lB.

Frld Farad mfu$ q, hfi rr not llil*tld !0, lptr t8, 94. XE cnd sX rl *rawn on ths SaIa*! nndlllrd . firf of t-ondl al l(rn Gsurtf tad Gmparff for ltld $qq' lhn lf,, dfirtrd Ju}F t, t894 fi.rnr 7, tffi+tr tha ofllm of fffi l{rrn Gonty REef, rdr" iil@F- tfiig tmrslrom fist eerlatnp- rffil rytatry hf ft{ ltlorsr ltsr} L'Ur1er $ mrago fr-ctrtst, l faBfornll ru!;r,Hort$i d_lryFtlnfttt FklrlSdrr of Cnndrnurr{ 0fi rccoldsd- fr,gr$ tF, lgSS, ln FCIBt $ l$f, Pflg,r.B$!,_ sf Olhid Racolds, hcrtsd in ftr t{ortftarsn quarie. sf - lsrrd 8ee{$ on t$n moro pardsulrrh dslcrfbed ru followa; lcgt{ rntng tt r podttt bs. htg dto focrFd mnrlsr of th noril- ursst oqnsr rl,caH Sectim ?8. townrhlp 2BSildr, tt*nm 3B Erct hlotrrt{ Dlffi trlddrl, r ilgtonpr dam illoflfr iSsSE' Sg'iEret tESF, OSfcre$ ilhrncr $ outhOoOl' oT'Wsaf. IESO,! 8fast- ts r pnlnt lnei$ nstsd frlnt , 4, r trqq poFrt af tagirdtUl tlnrres Ssrnh S6tr28' SS" Erst, Et.iS {esft' lmnee soirth34oBl.10l'fl/Fst".40"ffi]ps* turps ltfoflhfiEoggnfg" Wlsr, 4O.OO fssU

thence Nprth S4o$'l'07" Earl, 40" S0 fpst; thsnte $ truth $ 5 0'?S'83" Eact, S.25 feet tn
d*signat* d Pclnt A, tho irua pof, nr of baginning"
Also e:ecapllnp thwrfrom alf lntsrests eontreycd to Ternsf,e Oil Cornpnny, a Drlaurare ss.rtrtrratisno ln r\gsignment and Conueyance thsrcof recnr{ sd ltlorremhEr 18. lgSS,ln Bgsk S1S3. Pagu I I B?, nf Officfa! Hscnrds, wfiich lntsrgrts ean he briefly * a.nnmBrdred aB sll oll.

Sfin rnd sthsr llqrJd Erd gd$E{rru hydmcarbons, End in pddldnn ther€to cirhorr dfoxlda, hydrugen, htfium, nltrogun" rrfthang. allfur ffn sssh ca: sg Fl erthnr figuid s] gs$Foua forml nnd ony orhgt liquid of gawus rt$$ancsc, bl€filot othgrvuigg, or Erry sf th*rn. and any rninerala nr u$lm $ubstflllcns pfsduosd In anmlstlnn lhorewith lnHydrocartrns" l ln, on or under rhc frcrnise$, tugpthsr wlth dl dght*, grlu,lhgus, dutips and rgsFondbllltleg ln any rruey relatod thsrsb. lt ie a,cknowlsdsf, d tfut thls resnnrstiun i* fully mt tor$l in ths csnv*yanos r*fsrrs'd to ebor'' i ard thtt tltlg is suhfnct ro rhat cnnvsfrflcg ard rror subjeet tfi thlg suffimart whlch ir for eorurardence nnly. Said A*rlgnmtnt * nd Corrveyanco wa$ clarified by First A.rns!,dmsntth+ranl recorded Januaty 17, 1Fts9, in Book SXOS, Faga l$O8, of Offlcia! Fecotd+
Farcel 3r fAPNS: OF t - | gS-tfr-O0-S;Sg
1 - i
gCI-2$'SS-3;O$ I - | $O-f S"Oo'6and
09 r .t so-30-00-7t
fhs Ea$r half ol $Esthn 34, Township ? S $ outh, Harqe lS East, fulomt Diahln Merldian, ln ths unincurprrilted area pf tho Counn, ol f{ern, Stctt tl Gatlf* rnia, accnrdin$ tE ttrs otflclal Flat th€resf.

Excepting rhpl*hrm sl! inlGr$$ ts ennveynd to TBrmBtrs Sll Carnpnny, o Dulaware c$rpuration, in Arsignltrent 6rid Sonucynnce thsruof rocorded Hovornber 1fi" I $80, in Booh 6193, Fage t lSI. of 0lflcialflsusrds, rrrhich inr;reets cgn be br,lelly rsmrnriled as all oil, gas and ath*r iiquld ilrrd gispeirs $ rydrucarbsns, snd ln addltlon thgrsto carbrn diuxldc, hydrogen" ireliurn. nllrogen, tnslhsng, sulfgr lln ench casa ln * lthot lhtliU ur SascFU, s fprrn]
and any ottrlsr liquid 0r 11afitous stthsttnEss, irnrt or oth6rwl$ t, 0{ any uf thern, and any rnialerfils or olh6r subEtgncec FrsduEsd in ascsciatisn therewlth (" l'lvdrsctrbons' l in. un pr
undsr rhe prernlssa, logsthsr with ail righls. privileger" duti* s and respontlhlttles in any way rolared thoretn. lt ls iltrhno$ rledg* tl rhal { his rsservafisn ls fulty eet torth ift rh* cont gyancs refsnrd tfi obove and thal titla is Subiecl m that csnvsyilrlcs rnd not subJert tg thls sLtrrlrnary which is lor ennvpniencs pnh. $al$, q$figrFnsnr and CorwBtrsn$ g & res al*rifisd by First fi,rnendnrunt th*reuf rEcorded ."] anuary 17, I S8g, in Booh fit00, Fage 1$og. ol Gllicial Recnrdr.

Farcel 4: IAFH& tl$?-l SS-S1-O0.$; 0$ t" 1s0.3?-Oo'S;091-l80'en-oo+ A Ssl . l s$"34"00'gl
ots t firo, rrgh t2, inelushs, sf $scllon 3F, Townsl* p I,B Soutrl. Fange IB Ea,at, F$Eunt Sirbls frlhddirn, ln the tlniffiorporatad arga of fie County of Ksrnn $ tuts ol Gslifornla, ae gh* urn on ihs SaleE lvlap of Landc sf Ksm C0trltT Lend f,ornpany, dstod Aprll4u l8S4 and llled May t, t8g4ln the ufflee ol the Kern Gourny Fecorder.

Exneptirq tharslrnrn sll lm€{ Egtr cornrsyEd t0 Tsftngco Oil Cnrnprny. a Orlaworu eorForgtrcrr in Ardgrynsnt end Ccrueysntro thereof records'd Hovaflrbsr 18n lSgB, in $ ook 6189, Pqe I lS?. of Gfllslal R,ficsrd*" whlshlmsrrst* gan bi hrfd$ surnmrlidssd aa all ull, Stt snd othdr llquld and gnraou* hrutsnaartsns, erd ln uldl$an thersto carbon dloxtdt, rqtd1sgrn, hsliur,n, nttrogon, mathtns. stdfm lh oac.'h cnes ln slthpr llqdd or ge$fi{n#r # urrnl nnd nny slhtr llquH od Sggegug gubsttrlsF , inrt or athrrwlq. or strlr of thnm, tnd nny mlnarale or silrer suhstance: prod. rcad ln aesodstlon thrrsnrith l*Hy&ocarbonr* l fn" on cr urrdof the Frsfilear, togutlnr vvi$ a* right*, pfuifuer. dudes snd ru*ponclbillthc ln any way r*lntad therqto. tt l* acknswlsdgpd that thlt rsr€fliltltrr ir ftd$ sot fuflh lrr th* ffinvsyancs rsfsned Io shove efid thst tllla lr a.fifem to th*t conttTancn lfld nol sublqf, t ts rftig * unm$ fy urhi# h ig lur gonvEnigrrcg orily. $ aftl r4rrigrr. nent end Cgnrm?i!f;ttro wos clarff_le d ty flrst 4msrdm8nt thsr0ot rscorded Janwly 17, 1ggg, ln Eooh 82S0, Frge lS0'0, of Ollklal Flar*Ends"

Fnrcel S; fuqPH S : Og'1. - l F0*1
tl -flS-f, ; 0S I " I S0"I 5-084; $ 9 I -t$O-tr€-i0tr-7l OS 1 - I{tr.O| -OS'7 end {I$ I - I4O- 0S. 0S- 91
All thet Fcrtion ol Snsfion S$, Townsh$ 2fi Eeuth, H*ngn ffi ErFt" h{srnt hitbiu Msridtrn, ln the unlneorfffsted iltfr of thu * uunty o"f l{srn, Slst* sl Califorftii, cEstr. dtn$ ts rhfl of{iaial plm rhrr*u,f" lyFry wrrratly of thp ** rcw} y borndary llnu of th* rlgfrf nf - rrqp
ol rhn
CaHowsy fand dErsibrd a* fsin$ n$
F+ginning si a Folrfr nn thr llnrlh llns cf peld Sscrlnn SS. I 'i 14,#? fia*t Hsrth 8$ sE9' Er*t frum rtu northurust snmer of reld $ setlon SF; th,Encs South SSs3S' East f9?,S f$rfi thsnfiE Ssrr- th 4.6sF4' Enxl. 4OS. 7 fsutx thennr $ outh g4t5' gss1, ? 66.{X fseft ftanes outh Ss*to $/ s*t, 499. 8 fstrti thwres 8ffflh Afro lO' lttlestr S,!O"S lesu th{hcs $ orltl 3Eo?{ W**t, SX4.3 Ja,B,t thsnGf Smffi 4fit4$',lrVnst, g${..3 fruil lhanm $quth lfiotg'
Wsat, | 3?,}fsot; thfinsg $ wth 3+40' Esst 46S. 1 fsEU tltsnm $outh * l oF?" Wasl, 4$$,4
fest; thpnfie Soufi l4EFI' Wsst, ? t0,l fiRfi! tltrnm S$rth 1?sg' East. | 3t.7 fgnt; thener Ssutfr 4S#St' Etst, fifi|"4 fcrt; thcns* $ or,nh 78tr ? l'Eafl Egg.$ fset; th€nsg Swth fi4o$8' East, S I S.T l*n't; thgnF{ Su{Jth Fn 14' East, | $ 8.4 fpol t0 N point ofi rht South line of Eald $ sufisn, E6"
E*eeFtdng thgrcfrum thf,s; ssrtfiFn parcels ils cont/qffid to ths ltlcrlh Ksrn WatEr Storngr Bislrirt, a f,nlilnrnis wfiter storfigs distrlqt, in doud recordpd h4nrch lgFT in ffoak 3?49, Faqe 5lS, ol OflicialRecnrds, locatad in tht Wsst htlf sl said Sectlsn SS, mora oartleul*rly d+soribed as fsltws:
wEil" 4 E 36.l
Farcsl l;
Esginning aT ths $outhrus$ t csFrr€rtf asid $ estinn $ 6; ttrnnco Easl 1039.fr0fcrt alung ihe Soiitn ling nf *nid lr.Ection; thnnce fr$orth 3l ?,S0 f€et, rnors sr lgs, s, tg trhs tru, 6 Bslnr fif beginning, hereinAfter rgfgrrgd 1o ac Folnt " AU'i theneg Wsst, gs"O0 fEnt; thensE North, 4S,00 lsel; thsncs Etsl, t$,SO feet; then# s suulh. 35" 00 fsnt t0 tha trua point ol beginnFng.

ExceptiRg ttlsrtfrnrn lhat porllon lying truithin rha right-of-way ol Calloway ftanrl, Fnrul ll:

A rtriF s! land tgn ll0l fset ln wldth. tfw csn[erlFrc of which l* da* cribed a* fplhws:

Bryinnlng fit the tbow' nundortpd Folnt * AU', thsfiB* Hortl. 13.? 7 last to th6 tftrs Foifit of &eglnnlryg; lhencg t'lorfi 88'4F"Elsf, IO.SOfsfit'
Excopting thffsfrsm fiat ponion of Esld srip lyhg witHn thn rlght''{ nf-$rof { f Calinwnf CEnfil,
wELt .t E'ss-e
Furcst h
gaginnhts at thc muthrrtrs* t Dorn{ f, ol rrht S*cdrri XSi thsner Eaffir gt+,FCI fqrt abng tho Sauth llrr ql s#d rsetlofi; thnnq Hor- th" llST.EO ftrst, nnrt sr la.F*, tq thc tue polni ol bsgirrring" hEreinr{ ter r*l*rrqd m r* Poilnt 'AVn; thrnco trAlr*t, 46,00 frat thenee t^lorth.

AS,DCI frFit; thrncu Er*t* g$"SS [ sati thanct Snuth, XS, 0O fe#t t0.tho trur polnt rl haginnlnp"
Prud tl:

A ctrtp ol land tan lt0l fgtt tn nrddth, thp uvntsllnc of wlrtch l* ds*sllbed ag folls\ iv*:

Begirffiirlg at tha tbo,ve-firgntionbd Fpint "AV*, tfrence iJmnh, 5.66 fnat ttr thg tr{tg pfr,nt ot begdnning; tfienst Soilth El
q
lE' Eost. tO-I6 fstt; thBnBA Ssuth 68tOt'EEst, l33.SS [ ert, rRErF Dr le*s. fid terrndnati,ng at th€ insids shouH* r sf lhs Wsgt banft nl thc Cafloway anal" ths sidt Fna* ol *aid str$ to bs Extsflded m shortrnsd to hgBirl at fiB bnudary of Farcsl I *nd snd fft thp insids eheuldsr ol ths trr'tst ban& sf ths Cstloway' Cenal, Excmpring the Blrum thflt Fsrtion of $sld sttlp lyhUr w$thin the rigftr- of-woy of thn Callcway Canal.
wEtt 4 E fis-3
Farcsl ll
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MANAGEMENT REPORT

CITY OF SHAFTER

CITY COUNCIL REPORT
MEETING DATE: September 5, 2023
FROM: Gabriel A. Gonzalez, City Manager
PREPARED BY: Marcos Torres, Deputy Public Works Director SUBJECT: COUNCIL AUTHORIZATION TO ADD TWO (2) SERVICE

CREWMEMBER I/II POSITIONS IN THE PUBLIC WORKS

DEPARTMENT

RECOMMENDATION
Council find the action is not defined as a "project" per Section 15378(b)(5) of the CEQA Guidelines; authorize the addition of two (2) new Service Crewmember I/II positions assigned to the Public Works Department; and authorize the use of existing revenues to fund said position.

BACKGROUND
As the City continues to grow, so does the service demand within the Core City and newly developed areas like Gossamer Grove. Among the more significant challenges within the Core City is a noticeable uptick in graffiti and illegal dumping, which are nuisances that usually fall upon the City to abate. Proactive abatement is essential because these issues create blight and damage private and public property. Public Works has lacked the resources to respond consistently, particularly for graffiti abatement. However, the department has taken steps to address this issue, most recently with the acquisition of equipment, including a trailer, air compressor, and pressure washer.

In addition to the Core City, demands for new City services have increased in Gossamer Grove. Even though the parks and streetscapes deeded to the City are maintained through service contracts with private contracts, repairs, and other nonroutine matters are now starting to require the full-time presence of at least one Public Works crewmember.

ANALYSIS
Staff has evaluated current staffing levels and determined its divisions are at full capacity and can only commit to additional services with new positions. For the Core City, the most effective way to address routine abatement of graffiti and illegal dumping is with one new crewmember position assigned to the Streets Division to focus. Such a position could also help to enforce the proper use of the residential curbside organics waste container, which is required by the State's passage of Senate Bill (SB) 1383. These abatement services can be performed by Level I or II Service

COUNCIL AUTHORIZATION TO ADD TWO (2) SERVICE CREWMEMBER I/II POSITIONS IN

THE PUBLIC WORKS DEPARTMENT
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Crewmember. The City has already started receiving its pre-determined share of funding collected by Kern County through landfill disposal charges approved specifically to address illegal dumping, which should cover all the costs to fund a new crewmember position.

Similarly to the Core City, additional work required at Gossamer Grove can be performed by a Level I or II Service Crewmember. The primary tasks foreseen include servicing park waste containers, unlocking and cleaning the restroom at Community Park, streetscape bush and tree trimming, and irrigation system testing and adjustments. The recommended funding source for the second new position is an existing landscape and lighting district funded by Gossamer Grove residents that has budget capacity.

FISCAL IMPACT
Each additional service crewmember requires approximately up to $109,000 in funding annually. The primary source of funding for a crewmember assigned to the Streets Division is revenues from Kern County's collection of special waste disposal fees aimed at mitigating illegal dumping. The City, through an agreement with the County, collects $115,000 annually. The secondary source of funding, if necessary, proceeds from the franchise fee added to the solid waste collection service billing for residents and businesses serviced by the City's franchise haulers. The second crewmember position will be funded by an existing landscape and lighting district dedicated to serving Gossamer Grove residents (0808-40-400-19-04-500000). While funding sources exist, the Council must still authorize their use to fund these two new positions.

CEQA ANALYSIS
The requested action is not defined as a "project" per Section 15378(b)(5) of the CEQA Guidelines because the action is approval of additional staff and, therefore, it is an organizational and administrative activity that will not result in direct or indirect physical changes to the environment and not subject to CEQA.

APPROVED BY THE CITY ATTORNEY
Not Applicable

ALTERNATIVES
Funding these new public services can be deferred until a mid-year budget update or indefinitely to allow Public Works to assess its staffing needs further. Given the importance of these services and ongoing funding sources to support them, alternative action is not recommended.

NEXT STEPS
Upon Council approval, Staff will conduct recruitments necessary to fill budgeted positions and commence the new services planned.

ATTACHMENTS
None

COUNCIL AUTHORIZATION TO ADD TWO (2) SERVICE CREWMEMBER I/II POSITIONS IN

THE PUBLIC WORKS DEPARTMENT
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