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HomeMy WebLinkAboutAgenda Report - November 4, 2020 C-06AGENDA ITEM C dw (0 CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt a Resolution Authorizing the City Manager to Execute Amendment No. 1 to the extend the Professional Service Agreement 3 years and change the authorized amount with CityBase, of Chicago, Illinois, for payment kiosk services MEETING DATE: PREPARED BY: November 4, 2020 Revenue Manager RECOMMENDED ACTION: Adopt a Resolution Authorizing the City Manager to Execute Amendment CityBase, of Chicago, Illinois, for payment kiosk services BACKGROUND INFORMATION: The Revenue Division is responsible for collecting payments for the City of Lodi. Utility payments are currently accepted via online, kiosk, interactive voice response, drop-off box and U.S. mail. The current system, CityBase, is being used for kiosk payments is sufficient to meet the needs of the customers and the Finance Department. Kiosk services provided by CityBase are a convenient 24-hour payment option for customers who would like to pay by cash, credit card, or check. The kiosk option gives customer the ability to pay when it is convenient for them and gives them the option to pay by cash. Please see statistics below since inception of CityBase: Average Number of Average Payment Value % of Customers Payments Per_Month Per Month Kiosk 1,785 $373,065 6% The Finance Department is requesting that the contract for CityBase be extended 3 years and a change the authorized amount to $135,000.00. Service Monthly Amount Months Total CityBase Kiosk $ 3,750.00 36 $ 135,000.00 Total $ 135,000.00 FISCAL IMPACT: Costs for kiosk services are paid by the utilities for which the kiosk collects revenues. Approximately 14% of the cost is a General Fund expense. Cost for Fiscal Year 2020/21 are included in the current adopted budget. APPROVED: SteNZ,Sc (Oct 22, 202015:28 PDT) Stephen Schwabauer, City Manager FUNDING AVAILABLE: Fiscal Year 2020/21 account number 10020203.72312 50060001.72312 53053001.72312 56052001.72312 25% 25% 25% 25% $ 11,250.00 $ 11,250.00 $ 11,250.00 $ 11,250.00 Fiscal Year 2021/22 account number 10020203.72312 25% $ 11,250.00 50060001.72312 25% $ 11,250.00 53053001.72312 25% $ 11,250.00 56052001.72312 25% $ 11,250.00 Fiscal Year 2022/23 account number 10020203.72312 25% $ 11,250.00 50060001.72312 25% $ 11,250.00 53053001.72312 56052001.72312 25% 25% $ 11,250.00_ $ 11,250.00 -OMAM-ur ;(� -- Andrew Keys Deputy City Manager/Internal Services Director Tarra Sumner (Oct 22, 202015:24 PDT) Tarra Sumner Revenue Manager AMENDMENT NO. 1 TO CITYBASE, INC. MASTER SERVICE AGREEMENT (ONLINE, IVR, AND KIOSK PAYMENT SERVICES) THIS AMENDMENT NO. 1 TO the MASTER SERVICE AGREEMENT, made and entered this day of October, 2020, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and CITYBASE, INC., a Delaware corporation qualified to do business in California (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Master Service Agreement on June 5, 2017 a copy of which is attached hereto and made a part hereof; and 2. WHEREAS, CITY requests to amend said Agreement to extend the Agreement for an additional three years as set forth in Exhibit 1, Section 3. Term & Termination; and 3. WHEREAS, CITY requests to increase the authorized contract amount to $135,000.00 payable over the next three years, and extend the term of the Agreement to and including June 5, 2023; and 4. WHEREAS, CONTRACTOR agrees to said amendments NOW, THEREFORE, the parties agree to amend the Agreement to increase the fees to $135,000.00 payable over the term of the Agreement, and extend the term of the Agreement to and including June 5, 2023. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on , 2020. CITY OF LODI, a municipal corporation hereinabove called "CITY" STEPHEN SCHWABAUER City Manager Attest: JENNIFER CUSMIR City Clerk Approved as to Form: JANICE D. MAGDICH City Attorney j d m CITYBASE, INC., a Deleware corporation hereinabove called "CONTRACTOR" BRIAN RAOY VP of Finance Exhibit 1 �c 3it. �"��', a �.,. � � ,� , . , ► - �' ,tip �., MASTER SERVICE AGREEMENT THIS MASTER SERVICE AGREEMENT ("Agreement") is made and entered into this f day of _ jIA n 2 , 201_1 ("Effective Date") between CityBase, Inc. ("Contractor") and City of Lodi, CA ("Client"). Contractor and Client are also referred to as "party" and collectively as the "parties". Subject to and in consideration of the mutual promises, conditions, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: APPROVED VENDOR. Upon execution of this Agreement and compliance with its terms, Client agrees that Contractor shall be added to Client's list of approved vendors. 2. REQUEST FOR SERVICE(S). If at any time during the term of this Agreement, Client either verbally or through one or more written channels, or other instruments, requests Contractor to supply or perform services, and Contractor agrees to perform those services, each such request regardless of form shall be deemed a "Request for Service" governed by and subject to the terms and conditions of this Agreement. Agreements or stipulations in any Request for Service that are contrary to any term of this Agreement shall be void, unless Contractor and Client have expressly agreed in writing that such agreement or stipulation shall supersede the terms of this Agreement. Each Request for Service will initiate a Business Requirements Document that will be mutually agreed upon and executed by both CityBase and the Client. Each unique Request for Service will serve as an amendment to this MSA and may have cost implications beyond the Contractor's Rate Schedule attached as Exhibit "A". TERM & TERMINATION. The initial term of this Agreement shall be for a period of three (3) years (Initial Term) commencing on the date hereof. The Agreement will automatically renew annually (each a "Renewal Term"), unless notice of non -renewal is provided 90 days prior to the expiration of the Initial Term. Any Renewal Term may be terminated by either party by such party providing written notice of termination to the other party no less than 90 days prior to termination. Termination shall be considered effective at the end of said 90 day period. 4. LABOR, EQUIPMENT, AND MATERIALS a. Upon receipt of a mutually agreeable Request for Service, Contractor shall begin furnishing the services according to the specifications and requirements of this Agreement and the Request for Service. b. All services rendered by Contractor hereunder shall be performed in accordance with industry standards as applicable to the region or area where the work is to be performed. All materials and equipment furnished by Contractor in the performance of services hereunder shall be free from material defects. Any of the materials, equipment, or services found to be materially defective shall be at Contractor's sole discretion, either removed, replaced or corrected by Contractor without additional cost to Client. Contractor shall not be liable for claims arising from or relating to latent or unknown defects. Master Service Agreement - 1 I EZ 0 3 Y ti fn F�IAGO 14,606117 Contractor shall maintain its equipment in operating condition at all times. All materials, equipment, and intellectual property furnished by Contractor in the performance of services hereunder will be supplied under the terms of the Contractor's Infrastructure -as -a- Service (IaaS) model and shall remain the sole property of the Contractor in perpetuity. The Client's right to use the hardware is contingent upon satisfaction of monthly invoicing and disbursement of fees to the Contractor. e. Any Client land or interior/exterior space required for the placement of Contractor supplied materials and equipment will be supplied without monetary charge (purchase, lease or rent) from the Client until such time as the Agreement between Contractor and Client is mutually dissolved. f. Contractor reserves the right to make use of trusted partners for installation and maintenance services based on Client approval; Union labor not required. INVOICING; PAYMENT. Upon receipt of an invoice from Contractor, Client shall pay Contractor for those services, equipment, and materials furnished by Contractor at the rates specified in Contractor's Rate Schedule, attached and incorporated as Exhibit A, and the applicable Request for Services. Client shall have 30 days from the date of the invoice to pay the amount due thereon, or to notify Contractor in writing of a bona fide dispute asserted in good faith as to one or more of the invoice items. If Contractor has not received payment of the invoiced amount within 30 days from the date of the invoice, Contractor shall be entitled to claim and pursue all available legal and equitable remedies against Client to recover the invoiced amounts (except amounts in dispute), and shall be entitled to recover from Client all invoiced amounts not in dispute, plus Contractor's collection and litigation costs (including attorney fees), plus interest on all amounts owed at the highest rate allowed by law. INDEPENDENT CONTRACTOR. Contractor shall be deemed an independent contractor with respect to any and all work performed under this Agreement and any Request for Service. It is the express understanding and intention of the parties that no relationship of master and servant or principal and agent shall exist between Client and the employees, agents, or representatives of Contractor or between the Contractor and the employees, agents, or representatives of Client, by virtue of this Agreement. INGRESS AND EGRESS. Client shall secure upon request for Contractor rights of ingress and egress to the tract of land on which the work to be performed is located. Client shall advise Contractor of any limitations or restrictions to ingress and egress, and Contractor, its employees, agents, or subcontractors shall abide by such limitations and restrictions. COMPLIANCE WITH LAWS. Client and Contractor each agree to comply with all laws, rules, and regulations applicable to this Agreement or the performance of work Master Service Agreement - 2 ;'' I j0 HOy.so�� 'fir.. ✓ . hereunder. If either party is required to pay any fine or penalty resulting from the other party's violation of such laws, rules or regulations, the party who committed the direct violation shall immediately reimburse the other for any such payment. 9. FORCE MAJEURE. Except for the duty to make payments hereunder when due, and the indemnification provisions under this Agreement, neither Client nor Contractor shall be responsible to the other for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, "Force Majeure Event" shall mean: Any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes (except financial) beyond the control of either party. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Neither Client nor Contractor shall be required against its will to adjust any labor or other similar dispute except in accordance with applicable law. 10. LIABILITY OF CUSTOMER DEPOSITS. Contractor does not own, shall not have physical access to, and at no point takes title to or possession of any cash, coin, check or other payment method deposited in any Kiosk (collectively, "Customer Deposits"). The Client is the sole and exclusive owner of all Customer Deposits. All Customer Deposits shall at all -times be deemed in the possession and under the control of the Client, and the Client shall have the sole responsibility, and at all times be liable, for the Customer Deposits' safety, security, removal, transfer and transport. Contractor shall not be responsible or liable for the theft, destruction, damage or loss of any Customer Deposits, and the Client shall indemnify, defend and hold harmless Contractor from and against any and all claims related to the Customer Deposits. Contractor is responsible for validating any and all cash accepted into kiosks, and Contractor will indemnify, hold harmless, and reimburse Client for any and all counterfeit or foreign currency accepted. 11. INTELLECTUAL PROPERTY. Contractor retains all intellectual property rights in any property invented or composed in the course of or incident to the performance of Contractor's work required under this Agreement. Client acquires no right or interest in any such intellectual property, by virtue of this Agreement or the work performed under this Agreement. 12. INSURANCE. a. At all times during the term of this Agreement, Contractor shall, at its own expense, maintain with an insurance company or companies authorized to do business in the state where the work is to be performed, or through a funded or state approved self-insurance program, insurance coverage of the kind and in the minimum amounts listed in Exhibit B, which Exhibit is attached and incorporated into this Agreement. Contractor's initial compliance with this requirement shall be evidenced by the Certificate of Insurance issued by Contractor's insurers to Client, which when submitted to Client shall be deemed to be incorporated herein as Exhibit C. The amount of insurance required in this Section may be satisfied Master Service Agreement - 3 Q'�N.1SON BLY1 019. i C�i1CA r IL 606Q7tt tib.. _ ' .j L f,r+ ; .....'. •+• + i r,. by the purchase of separate Primary and Umbrella (or Excess) Liability policies which, when combined together, provide the total limits of insurance specified. b. Upon advance written notice, Contractor shall provide additional amounts or kinds of insurance as may reasonably be deemed necessary by Client from time to time in response to the ongoing nature of operations and changes in exposure to loss, but only to the extent the insurance is commercially available, and provided Client pays the cost of said coverage. The above -required insurance shall be maintained by Contractor during the term of this Contract, and shall not be canceled, altered, or amended by Contractor without thirty (30) days advance written notice to Client. Contractor agrees to have its insurance carrier furnish Client a certificate or certificates evidencing insurance coverage in accordance with the requirements of this Agreement. 13. TAXES AND CLAIMS, a. Contractor agrees to pay all taxes, licenses, and fees levied or assessed on Contractor incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor, its agents, employees, and representatives, b. Client agrees to pay all taxes, licenses, and fees levied or assessed on Client incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Client, its agents, employees, and representatives. C. Contractor agrees to pay all claims for labor, materials, services and supplies incurred by Contractor and agrees to allow no lien or charge to be fixed upon the land upon which the Contractor equipment is located, or other property of Client or the party for whom Client is performing services. Contractor agrees to indemnify, protect, defend, and hold Client harmless from and against all such claims, charges and liens. If Contractor shall fail or refuse to pay any claims or indebtedness incurred by Contractor in connection with the services provided hereunder, it is agreed that Client shall have the right to pay any such claims or indebtedness out of money due or to become due to Contractor hereunder. Notwithstanding the foregoing, Client agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a bond when appropriate) to protect the property interest of Client and any other party affected by such claim or indebtedness. 14. INDEMNITY Contractor agrees to protect, defend, indemnify and hold harmless Client, its officers, directors, employees or their invitees, and any working interest owner or non -Client for whom Client is obligated to perform services, from and against all Master Service Agreement - 4 L2001 LVD :tin `• . � ., + .IL claims, demands, and causes of action of every kind and character without limit arising out of Contractor's or its subcontractors' performance or nonperformance of this Agreement, except for such as may be caused by the negligence of Client, its agents or employees. Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Client. If it is judicially determined that the monetary limits of the insurance required hereunder or of the indemnities voluntarily assumed in this Paragraph (which Contractor and Client hereby agree will be supported either by available liability insurance under which the insurer has no right of subrogation against the indemnitees, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits permitted under such law. Client agrees to protect, defend, indemnify and hold harmless Contractor, its officers, directors, employees or their invitees, and any working interest owner or non -Client for whom Contractor is obligated to perform services, from and against all claims, demands, and causes of action of every kind and character without limit arising out of Client's or its subcontractors' performance or nonperformance of this Master Service Agreement, except for such as may be caused by the negligence of Contractor, its agents or employees. Client's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Contractor pursuant to Section 10 above. If it is judicially determined that the monetary limits of insurance required hereunder or of the indemnities voluntarily assumed under this Section (which Contractor and Client hereby agree will be supported either by available liability insurance, under which the insurer has no right of subrogation against the indemnitees, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits permitted under such law. C. Client and Contractor each waive any right to special, indirect and consequential damages against the other party hereto. 15. RECORD RETENTION. Contractor agrees to maintain its books and records reasonably relating to the work performed and invoices issued pursuant to this Agreement for a period of two (3) years following the end of the calendar year in which the work was performed, and during that time, to make such books and records available to Client and its auditors upon their request, during Contractor's regular office hours, provided Client has provided Contractor with reasonable notice of its request to review said books and records. 16. NOTICE. Unless otherwise specified in this Agreement or any Request for Service, any notice required under this Agreement shall be in writing, addressed as follows: Master Service Agreement - 5 CA CITYBASE If to Contractor; I if to Client; CityBase, Inc. City of Lodi Attn; Luke Forbing, VP of Finance Andrew Keys, Deputy City Manager 30 N LaSalle St, Suite 3400 P.O. Box 3006 Chicago, IL 60602 Lodi, CA 95241-1910 17. CONFIDENTIALITY. The parties shal I hold the terms of this Agreement and any Request for Service issued hereunder confidential, and shall only disclose the same as required by law. Information obtained by Contractor in the conduct of work under this Agreement shall be considered confidential and shall not be divulged by Contractor or its employees, agents or subcontractors, to any person, firm, or corporation other than Client's designated representatives unless otherwise agreed to in writing by Client. 18. NO WAIVER. No waiver by either party of any of the terms, provisions or conditions of this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of both parties. 19. ASSIGNMENT. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, this Agreement may be assigned by any Party to another entity in connection with reorganization, merger, consolidation, acquisition, recapitalization and/or other restructuring involving all or substantially all of the voting securities and/or assets of such Party. Any purported assignment in contravention of the foregoing shall be null and void. 20. SEVERABILITY. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement, as so modified, shall continue in full force and effect. 21. JURISDICTION; VENUE; WAIVER OF JURY TRIAL. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the state of California without regard to any choice of law provisions. Any claim or lawsuit arising from or relating to this Agreement shall be filed and maintained in a court of competent jurisdiction in San Joaquin County, California. To the extent allowed by law, the parties each waive their right to a jury trial for any matter arising from or relating to this Agreement. Master Service Agreement - 6 fiGMEMIEMA .41P -" - 22. APPLICATION CHANNELS. The following Application Channels may be made available to the Client in accordance with a Request for Service and under the payment guidelines stipulated in the Contractor's Rate Schedule, attached and incorporated as Exhibit A. The Contractor will implement and maintain interface Channels, Applications, and integrate to payment gateway services through which users may access designated product features. Contractor will provide and manage all hosting services required for eCommerce Applications. Each Channel will be organized into one or more project schedules by Contractor for Client review, and prioritization. Project schedules will be implemented in a logical order in concert with Client prioritization. a. Self -Service Payment Kiosk - Real-time, self-service Kiosk(s) for in-person access to Applications that are determined to be appropriate for a public -facing Kiosk. Self -Service Payment Kiosk Core Functionality, Options, and Responsibilities are detailed in Exhibit E of this MSA. 23. HARDWARE AND APPLICATION. JOINT BRANDING. The vision of the Contractor is to be a partner with the Client in providing eCommerce portal services, with all web pages and any collateral materials being jointly branded, with top-level branding being given to the Client Information Services Agency. 24. PCI COMPLIANCE. In order to safeguard the Client, the customers of the eCommerce Applications and the Contractor, upon request the Contractor must be able to provide proof that they are compliant with the Payment Card Industry Data Security Standards (PCI DSS). Contractor is required to keep their PCI compliance up to date. 25. CHANGE ORDERS. Client has the option to request additional scope and services from Contractor during the implementation of a Request for Service Statement of Work/Business Requirements Document pursuant to a Change Order Request at the hourly rates defined in the Contractor's Rate Schedule attached and incorporated as Exhibit A and with the understanding that Request for Service timelines will be effected in doing so. Any such Change Order Request must be made in writing using the Change Order Request form attached and incorporated as Exhibit D and must be agreed upon by both parties. 26. CONTRACTOR SERVICES. Upon initiation of Request for Service the Contractor will provide the following services as a function of the Request for Service. a. Project Management - A Project Manager will be assigned to each Request for Service. The Project Manager is accountable to direct the resources dedicated to each Request for Service. The Project Management process will leverage online collaboration tools for efficiently sharing documentation and communication. Examples of collaboration tools include SmartSheet, and Email. Master Service Agreement - 7 b. Project Schedule - A Project Schedule will be provided to the Client outlining Major Milestones as determined by the Contractor for the implementation of the Request for Service. C. Meeting Methods - Contractor will make use of both virtual and onsite meetings as deemed necessary and agreed upon by both parties. d. Marketing Guidance - Contractor will meet with the client to discuss best practice documentation creation for the marketing of Application Channels. Examples will be shown of print materials that have been shown to improve the adoption rate of specified channel. Any and all production costs for marketing materials are at the sole cost and discretion of the Client. 27. SERVICE SUPPORT. Contractor is committed to providing superior support and customer service. This Service Level Agreement (SLA) is meant to communicate CityBase commitment and to define the scope of the services for the Client. CityBase will provide: • Channel specific support as deemed necessary for the proper usage of said payment channel • Phone and email support during the hours of 8:OOam until 5:OOpm CST. Monday through Friday excluding Holidays. • Onsite Channel maintenance when deemed required by the Contractor Response Time Commitments Self -Service Payment Kiosk Priority Level Priority Qualification Response SLA Avg. Resolution SLA PO - Critical Multiple Kiosks unavailable, 2 Hours 2 Business Days Database/Server down, payments (unless new improperly posting for more than hardware req.) one (1) user. PI -Major Single Kiosk unavailable, Unable 3 Hours 2 Business Days to lookup or process for one (1) (unless new agency, Unable to provide hardware req.) physical and electronic receipt for payment, Account reconciliation issues P2 - Medium Unable to provide physical receipt 1 Business 3 Business Days (still able to provide by SMS or Day (unless new email), one (1) peripheral down hardware req.) Master Service Agreement - 8 r!� l j kC NiB V �JyI "T J t' L 11 ti, y s P3 - Minor Informational, educational, requests for new functionality 3 Business Days Varies by request IM Receipt Reprint z 30 min. z 30 min. 28. EXHIBITS. The following Exhibits are attached hereto and made a part of this Agreement for all purposes: Exhibit A - Contractor's Rate Schedule Exhibit B - Insurance Requirements Exhibit C - Contractor's Certificate(s) of Insurance Exhibit D - Change Order Request Form Exhibit E - Self -Service Payment Kiosk Core Functionality, Options, and Responsibilities 29. CityBase, Inc. STANDARD TERMS & CONDITIONS FOR CLIENTS. The right to use CityBase software technology and CityBase technology hardware, together called CityBase Platform ("CityBase Platform"), is granted to City of Lodi ("Client") subject to the following restrictions: (a) CityBase Platform may be used by Client only as specifically permitted by this Agreement or as specifically authorized in writing by CityBase. (b) Client shall use CityBase Platform only in its original form, and shall not modify, reverse compile, reverse engineer, disassemble, or translate CityBase Platform, nor shall Client create any derivative works or otherwise use CityBase Platform except as specifically permitted in the Client Agreement. (c) Client shall not rent, lease, distribute, sell, resell, assign, sublicense, allow access to, or otherwise transfer CityBase Platform to any other party without prior written authorization from CityBase. (d) CityBase Platform contains trade secrets and confidential information of CityBase. Client may not make any copies of any aspects of CityBase Platform including the associated object code or source code(s) (including HTML). (e) Client acknowledges that CityBase Platform and all copies of it, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of CityBase. Client further acknowledges that CityBase Platform, including the source and object Master Service Agreement - 9 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 codes, and logic and structure, constitute valuable trade secrets of CityBase. Client agrees to secure and protect CityBase Platform consistent with the maintenance of CityBase rights. Except as expressly permitted herein, Client agrees not to disclose or otherwise make available any part of CityBase Platform to any third party on any basis. Client shall not become the owner of any CityBase Platform in connection with its right to use granted in Section 2.1; and CityBase retains all right, title and interest in and to CityBase Platform, except as otherwise specifically provided herein. (f) Client acknowledges that CityBase Platform processes confidential payment information. Client agrees to provide a secure physical location with sufficient electrical power for all CityBase Platform equipment located at the Client facilities or at Client designated facilities. (g) Client agrees that CityBase will not be held liable for any claims due in part to, or wholly attributed to, any CityBase owned hardware, unless such claim is a result of CityBase's negligence or willful misconduct. (h) Client agrees that CityBase shall not be liable for any damage, death, or injury caused by the improper or unauthorized use of any CityBase owned, produced, or supplied hardware. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Both parties agree that a single original of this Agreement will be executed. CLIENT: By: _Af -I, k Printed Name: Title: Date: OL / a /20 7 ATTEST:. RRAIOLO CONTRACTOR: ?N41FER. Clerk Printed Name: Title: ^,�+Cc ��_� { Apemwd of _._...�.� Master Service Agreement - 10 I 620 W JACKSON BLVD SUITE 200 ► CHICAGO, IL 60607 Date: j< / 5-/20 1-7 Master Service Agreement - 11 CITYBASE iC eIL 7 r. •. I. `�t: .� �.�•� �' ��'r 1. ..3i' '+�—-�;'[a`— i. �'• _. . s. EXHIBIT "A" To that Master Services Agreement dated , between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). CONTRACTOR'S RATE SCHEDULE ATTACHED. Contractor's Rate Schedule may be amended from by Contractor if agreed upon in writing by the Client, and shall be effective upon Contractor's delivery of the amended Rate Schedule to Client, The amended Rate Schedule shall not apply to Request for Services that Client and Contractor agreed to prior to delivery of the amended Rate Schedule. - Self -Service Payment Kiosk Tender Type Transaction Cost Notes Cash $1.50 CityBase fees billed separately from any convenience fees or absorbed payment processing fees levied by Payment Processor eCheck/ACH $1.50 CityBase fees billed separately from any convenience fees or absorbed payment processing fees levied by Payment Processor Credit/Debit Card $1,50 CityBase fees billed separately from any convenience fees or absorbed payment processing fees levied by Payment Processor ❑ Monthly minimum volume is 1,500 transactions per first kiosk deployed and 1,000 transactions per each additional kiosk, at the $1.50 cash rate, in aggregate. Monthly minimum volume is based on placement of two (2) kiosks. I Ex. If 2 kiosks are deployed, the aggregate minimum is 2,500 transactions or the equivalent of $3,750.00 Transaction Cost per month. I For any kiosk deployed, the monthly minimum for the first month will be prorated based on number of days in production divided by number of days in month and applied as a percentage of the monthly minimum volume. ❑ Client may add additional kiosks, upon request and approval by Contractor, with an increase of 1,000 transactions per each additional kiosk applied to the aggregate monthly minimum. ❑ Additional agency integrations may be added with an incremental monthly minimum volume of 500 transactions per agency per month, in addition to the per kiosk minimum and will be assessed and invoiced as a separate line item. Master Service Agreement - 12 82C.'A JACKS17N B1.vCi Actual transaction volumes will be invoiced when in excess of the monthly minimum volume. EXHIBIT "A" CONTINUED CityBase will bill Client directly for all Cash and eCheck/ACH and/or Card -based transactions. Processing costs for Credit/Debit Card transactions will be charged directly to the Client or its customers by the Payment Processor Invoice Cloud, Inc. Should a kiosk be inoperable for more than three (3) consecutive business days based on Contractor's inability to obtain parts, equipment, technicians, or inability to maintain cellular service, and during that same month Client is unable to meet or exceed its minimum monthly transaction requirement, the monthly minimum number of transactions for that month shall be prorated and adjusted for the number of days the kiosk was not in use. Time and Materials A rate of $175.00 per hour will be charged for time associated with work considered outside of agreed upon Request for Service. A Change Order Request Form must be filled out and executed by both parties in order to invoke the use of the Time and Materials rate schedule. All costs will be outlined within the Change Order request. Not to Exceed $297,000 Master Service Agreement - 13 EXHIBIT B Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: COMPREHENSIVE GENERAL LIABILITY $2,000,000 Each Occurrence $4,000,000 General Aggregate COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form. All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Contractor; whichever is greater. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. An additional named insured endorsement is also required for Auto Liability. (b) Primary and Non -Contributory Insurance Endorsement Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 01 0413. NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. (c) Waiver of Subrogation Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability. (d) Limits of Coverage The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. Page 1 1 of 2 pages 11 Risk: rev.03.2016 nsurance Requirements for Contractor (continued) (e) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (f) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (g) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. (h) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (V) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (i) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. Page 2 1 of 2 pages I Risk: rev.03.2016 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 EXHIBIT C To that Master Services Agreement dated( r"J i i , between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). CONTRACTOR'S CERTIFICATE OF INSURANCE ATTACHED Master Service Agreement - 15 820 W JACKSON BLVD SUITE 200 ► CHICAGO, IL 60607 EXHIBIT D To that Master Services Agreement dated �� , between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). CHANGE ORDER REQUEST FORM ATTACHED CITYBASE REQUEST FOR SERVICE STATEMENT OF WORK CHANGE ORDER REQUEST Project Name: Client Name: Requestor Name: Type of Request: Change Order Number: CB PM: Request Date: ❑ Add Functionality O Remove Functionality ❑ Aesthetic Change Request Requirements: Scope: Est. Timeline for change: Task Est. Start Date I Est. Completion Date Master Service Agreement - 16 C] CITYBASE Cost(s): ****All costs are subject to the payment terms outlined in section 5 of the MSA and are based upon the Contractor's Rate Schedule (Exhibit "A" of the MSA)**** IN WITNESS WHEREOF, the parties have agreed to this Change Order as of the date executed in the signature lines. Both parties agree that no work outside of original Request for Service scope and work detailed within this document will be completed. CLIENT: By: Printed Name: Title: Date: /--/20. CONTRACTOR: By: Printed Name: Title: Date: / /20 Master Service Agreement - 17 Fj CITYBASE EXHIBIT "E" To that Master Services Agreement dated between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). SELF-SERVICE PAYMENT KIOSK CORE FUNCTIONALITY OPTIONS AND RESPONSIBILITIES ATTACHED The table below outlines the key functions available in a CityBase Self -Service Payment Kiosk. Not all configurations as chosen by the Client may be available and must be determined by a CityBase Solution Engineer upon Request for Service during the Business Requirements Documentation process. Any options not available are as such due to API compatibility. Each Request for Service will initiate a Business Requirements Document that will be mutually agreed upon and executed by both CityBase and the Client prior to any and all build related tasks of the Request for Service. Available Kiosk Models Include: • Indoor Freestanding (Non -Cash Dispensing) • Indoor Freestanding (Cash Dispensing) • Outdoor Freestanding (Non -Cash Dispensing) • Outdoor Freestanding (Cash Dispensing) • Thru-Wall (Non -Cash Dispensing) • Drive Up (Non -Cash Dispensing) Payment Processor: Invoice Cloud Computer Information System: Klosk Models Being Provided by CityBase pursuant to this MSA: Indoor Free Standing Quantity: 1 Outdoor Free Standing Quantity: 1 Thru_Wall Quantity: 0 Drive_Thru Quantity: Included Hardware Master Service Agreement - 18 Master Service Agreement - 19 Validate Search By Zip Code Account Specifications: C] CITYBASE Validate Search By Street Number/Address Restrict Payment Amount Due Minimum Amount Due Other Amount Shutoff Notification Disconnection Notification Pre -Paid Balance Payment Specifications: Allow Partial Payment Restrict Partial Payment Full Minimum Partial if allowed) Pre -Payment Service Fee Restrict Tender Type Limit Per Tender Type Service/Convenience Fee Optional Remaining Balance Tender Types: Cash (No Change) Cash (With Change) I American Express Visa Mastercard Discover E -Check (ACH) Credit/Debit BIN Validation Transaction Total Receipt Delivery Types: Print Email Text Message SMS Receipt Appearance: Required Client Name (non- ra hical Transaction Date & Time Kiosk ID Payment ID Authorization Code Amount Paid Tender Type Used Transaction Total Service/Convenience Fee Optional Remaining Balance Account Number Thank You Message Customer Assistance Information Service Address Kiosk Location Screen Design Layout: Per CityBase provided and customer approved wireframes Available options at Client's expense Additional Cash Acceptor Additional Cash Additional Language cassettes Dispenser cassettes Support Master Service Agreement - 20 J I I: f�- ►�`.`��' - �j �. +'.y4L��L fir• „,�'!•�•+' ,��,tiL:� — TM -1 y 7 �' • r.ti r . L- a i�i��'_ C + lir .. •. iI ('I Standard Dashboard CityBase dashboard provides the Client with real-time data analytics on a comprehensive and customizable online dashboard. The dashboard is capable of providing payment volumes by payment method, payments by tender and capacity of cash boxes. All data presented on the dashboard can be exported at any by the Client. All data can be exported in .xml, xls/xlsx, or CSV files. CityBase dashboard is readily available online and the Client will be able to pull reports from previous periods at any time. The data is stored indefinitely on the server, so historical data will be available for years to come. CityBase dashboard does not interfere with security controls in place, so it can integrate with the Client's online security software. Contractor will provide dashboard with standard, pre -built queries for real-time analysis of various Kiosk data points. Dashboards may be configured with any combination of pre -built queries from our library and up to 6 custom queries that may be requested by the Client during the project phase or within the first 90 days after on air. The Standard dashboard includes access to any data within the Contractor database whereas our optional Complex dashboards would include data from external sources — see Optional Services section below. The Client understands that the Contractor is continuously developing queries and as new queries are available they can be added, by request, to the Client's dashboard. Current available queries include: • Lifetime Transactions, Revenue, Unique Accounts • Transactions Today, Average Transaction Time, Revenue Collected Today • Daily Revenue, Daily Transactions • Weekly Revenue, Weekly Transactions • Monthly Revenue, Monthly Transactions • Frequency of User Visits • Various queries by Location or Kiosk • Historical Analysis and Comparisons • Transactions by Tender, by Hour, by Day • Average Cash Mix by Tender • Cash in Kiosk — real-time • Remaining Cash Capacity per Kiosk — real-time • Closeout by Kiosk by day Contractor Responsibilities 1. Contractor is responsible for procuring hardware based on the requirements confirmed by the Client in the Onboarding process. 2. Contractor is responsible for delivery of specified hardware to Client site. 3. Contractor is responsible for providing vinyl wrap or decal on Kiosk with Client branding 4. Contractor is responsible for approving all Kiosk site preparation as provided in the site survey report. 5. Contractor is responsible for setting up the Kiosks at designated site 6. Contractor will assist Client with installation at the selected Kiosk locations Master Service Agreement - 21 �tN ©IA0G .S0 B; .1D JT CHICQ6009uCL 7. Contractor will power up Kiosks and test all peripheral devices and confirm platform is ready for on air 8. Contractor will train the Client and/or Armored Car service on the cash servicing procedures and basic maintenance of the Kiosks. 9. Contractor is responsible for providing internet access via cellular data plan. 10. Contractor is responsible for scheduled vulnerability scanning, providing proactive protection against viruses, malware and rootkits to include quarantine manager for deleting or disinfecting infected files. 11. Contractor is responsible for the repair, maintenance and/or replacement of any Kiosk at Contractor's discretion. 12. Contractor is responsible for validating cash accepted by the Kiosk(s) and will indemnify and reimburse Client for any and all counterfeit currency accepted. Client Responsibilities 1. Client is responsible for providing secured setup area for Kiosk preparation prior to deployment. 2. Client is responsible for providing a 5' x 5' space for permanent installation of freestanding Kiosks. 3. Client is responsible for providing branding information for Kiosk wrap/decal and software applications. 4. Client is responsible for site preparation, including costs, in advance of Kiosk deployment pursuant to the requirements provided and mutually agreed upon and executed within the site survey report. May include the installation of awnings, bollards, security cameras, etc. as determined by the site survey report. 5. Client is responsible for ongoing servicing of Kiosks including: a. Cash servicing when applicable i. Client provides float for change dispenser b. Receipt paper - ordering/monitoring/replacement c. Occasional trouble -shooting support for the Contractor which may include physical inspection of Kiosk 6. Client is responsible for providing network access for IP camera if chosen as a function of the Kiosk a. Client is responsible for storage of all digital images 7. Client may utilize Armored Car Service for ongoing servicing of Kiosk(s) at Client expense 8. Client is responsible for supplying access badging to Contractor for all approved personnel Master Service Agreement - 22 RESOLUTION NO. 2020-245 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT FOR PAYMENT KIOSK SERVICES WITH CITYBASE, OF CHICAGO, ILLINOIS, EXTENDING THE TERM AND INCREASING THE ESTIMATED AUTHORIZED AMOUNT WHEREAS, the City processes and collects all payments for utilities, parking permits, general invoices, reconnection fees, and deposits; and WHEREAS, CityBase is our current provider for kiosk services and is sufficient to meet the needs of the customers and the Finance Department; and WHEREAS, kiosk services provided by CityBase are a convenient 24-hour payment option for customers who would like to pay by cash, credit card, or check; and WHEREAS, CityBase is compatible with the City's current software system to process payments; and WHEREAS, staff recommends that the City Council authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with CityBase to extend the term of the agreement for kiosk services to June 5, 2023, and increase the estimated authorized contract amount to $135,000 payable over the next three years. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement for payment kiosk services with CityBase, of Chicago, Illinois, extending the term of the agreement to June 5, 2023, and increasing the estimated authorized amount to $135,000 payable over three years, with the actual cost based on the number of transactions; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: November 4, 2020 I hereby certify that Resolution No. 2020-245 was passed and adopted by the City Council of the City of Lodi in a regular meeting held November 4, 2020, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Nakanishi, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mounce ABSTAIN: COUNCIL MEMBERS — None t� / ENNIFE C SMIR City Clerk