HomeMy WebLinkAboutAGENDA REPORT 2025 1105 CC REG ITEM 10GCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of November 5, 2025
ACTION APPROVED STAFF
RECOMMENDATIONS.
BY A. Hurtado.
G. Consider Contract Award of Open-loop Transit Fare Payment System to
Enghouse, Inc. for Payment Processor Services; and Authorize the City Manager
to Negotiate and Execute a Five-Year Contract with Elavon for Payment
Processing Services. Staff Recommendation: 1) Approve a 16-month contract
including two two-year optional extensions, with Enghouse, Inc. for transit fare
processing services and authorize the City Manager to sign the extensions, where
the City of Moorpark will be invoiced a fee not exceeding 1.68% of fare revenue
collected; and implementation and travel costs will be invoiced to the Ventura
County Transportation Commission (VCTC); and 2) Authorize the City Manager to
negotiate and execute a five-year contract with Elavon for payment processing
services at a fixed rate of $0.03 per transaction, plus applicable network and
interchange fees (estimated average total cost: $0.12 per transaction). (Staff:
Michelle Woomer, Senior Management Analyst)
Item: 10.G.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Daniel Kim, City Engineer/ Public Works Director
BY: Michelle Woomer, Senior Management Analyst
DATE: 11/05/2025 Regular Meeting
SUBJECT: Consider Contract Award of Open-loop Transit Fare Payment System
to Enghouse, Inc. for Payment Processor Services; and Authorize the
City Manager to Negotiate and Execute a Five-Year Contract with
Elavon for Payment Processing Services
BACKGROUND
Existing and potential fixed-route riders commonly report that transit fare payment options
are difficult to use and understand; and the existing options present a barrier that
reduces/prevents the utilization of fixed route services. This feedback is consistent locally
in Moorpark and regionally throughout Ventura County and the State. Reducing this
barrier and making fare payment options easier for customers is a common goal that
incentivizes increased transit use.
To improve fare payment options, a Countywide project is being led by Ventura County
Transportation Commission to install open-loop readers aboard transit agencies fixed-
route transit vehicles as part of a regional joint-agency project. The open-loop readers
will allow riders to ‘tap-to-pay’ with major credit and debit cards. The proposed system
will include the ability to accept Apple wallet and Google wallet payments as well.
Currently, VCbuspass offers a way to pay using a card or app, where passengers tap a
transit fare card on a device installed in the bus called an UMO reader. Passengers first
need to obtain a physical card or download the app and load the funds to the card before
being able to use the card. The current process can present obstacles and add steps to
using transit, which requires more planning and can make using transit less attractive,
especially for new riders and/or those unfamiliar with fares and payment options. By
contrast, contactless payments allow transit agencies to leverage global payment
standards and accept physical and digital banks. This benefits riders as it facilitates little
to no-upfront planning when deciding to use transit and allows the use of payment options
readily at hand.
Item: 10.G.
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Honorable City Council
11/05/2025 Regular Meeting
Page 2
The goal of the multi-agency project is to offer more user-friendly transit payment options.
To support projects that align with this goal, the State is leading the California Integrated
Travel Project (Cal-ITP). Cal-ITP offers technical and program implementation
assistance to transit operators looking to improve transit through technology, and in this
case, through the implementation of open-loop credit/debit card readers on buses. VCTC
and participating agencies are working with Cal-ITP staff to assist with the implementation
of this project.
Eight transit operators in Ventura County will participate in the project, including Camarillo
Area Transit (CAT), Gold Coast Transit District (GCTD), Moorpark Transit, City of Ojai,
Simi Valley Transit (SVT), Thousand Oaks Transit (TOT), Valley Express, and Ventura
County Transportation Commission (VCTC). In 2024, VCTC was awarded Regional Early
Action Plan (REAP) funds from the Southern California Association of Governments
(SCAG). The REAP fund award was intended to collaboratively deploy contactless
payment technology across the region’s operators, facilitating a positive and streamlined
customer experience across fixed-route services in Ventura County. In July 2025, VCTC
launched the open-loop payment system for their Intercity fixed route service and no
issues were reported.
DISCUSSION
There are three components of the open loop payment system: (Category A) payment
acceptance devices, (Category B) transit processor to calculate fares, and (Category C)
a payment processor (acquirer) to process bank cards and allow the passengers’ bank to
communicate and deposit fares with a transit agency’s bank. Together, these systems
allow a transit agency to accurately and securely collect and deposit funds into its bank.
In 2021, the State Department of General Services (DGS) issued Requests for Proposals
(RFP) for hardware payment acceptance devices (Category A) and transit processor
services to do fare calculation (Category B). DGS proceeded to award Master Service
Agreements (MSA) to three contractors (INIT, Kuba, and SC Soft) for Category A and
four contractors (INIT, Bytemark, Enghouse, and Littlepay) for Category B. In addition,
MSAs were awarded to payment processor providers Elavon and Fiserv for Category C.
The procurement process followed by the State and signed contracts are all FTA
compliant.
With assistance from Cal-ITP, VCTC staff solicited proposals from all available state
contractors with DGS MSA’s for payment hardware and processing services. VCTC
received two proposals for payment acceptance devices from Kuba, Inc. and SC Soft,
Inc.; and two proposals for transit processor services from LittlePay and Enghouse.
VCTC evaluated all proposals and selected Kuba, Inc. as the preferred vendor for
payment acceptance devices (Category A). Of the proposals received, Kuba’s proposal
included the most detailed project implementation timelines and work plans.
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Honorable City Council
11/05/2025 Regular Meeting
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For the transit processor services (Category B), VCTC staff selected Enghouse, Inc. After
speaking with the vendor, receiving a demonstration, and leaning on the technical
guidance from the Cal-ITP team, VCTC staff believes Enghouse will be the most
appropriate to implement Ventura County’s complex fare structure not only for the VCTC
Intercity service, but will be best positioned to implement a multi-operator open payment
system countywide. Furthermore, Enghouse is waiving numerous integration costs and
on-time fees in their proposal and has a low-cost transaction processing fee at 1.4% of
revenue collected versus 2.25% that would be collected by LittlePay, who submitted a
competing proposal.
For the final element of the contactless payment system, VCTC staff recommended
awarding the payment processor services (Category C) to Elavon. At the time, VCTC
requested proposals for Categories A and B, Elavon was the only vendor available with
a DGS MSA to provide payment processing. While there is now an additional payment
processing company, staff determined that the competitor’s timeline to integrate with the
transit processor was not desirable. Elavon’s cost to process a transaction between the
patron’s bank and a transit agency’s bank is $0.03 per transaction, but Elavon will also
pass through variable costs known as interchange and card network fees. The fixed
amount of $0.03 is established in Elavon’s MSA and will not change for the life of the five-
year contract. The variable fees are entirely dependent on two factors: the type of card
being used and the transaction value. The average transaction cost for other similarly
sized transit agencies as VCTC that have procured vendors through DGS MSAs is $0.12.
Due to Elavon’s process of assigning merchant IDs to new merchants within 90 days of
revenue collection, Elavon’s contract cannot be executed until 90 days before launch of
the new payment system and thus, the Elavon contract must be signed at a later date
closer to the launch of the contactless payment system.
Using REAP funds, VCTC will provide Moorpark City Transit (MCT) with the equipment
for its fixed route vehicles with the open payment devices and include one additional
device as spare. The equipment will enable the collection of both standard MCT fares
($1.00) and discount groups ($0.50), currently established as seniors and riders with
disabilities.
The estimated maximum annual cost to the City for implementing the open-loop
contactless fare payment system depends on the number of annual transactions.
Currently the fixed-route service provides around 28,000 trips per year. Staff estimates
that at least 5%, or 1,400 of the annual total riders, will utilize the open-loop payment
option as that is the estimated percentage of riders that currently use the VCBuspass tap
card.
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Honorable City Council
11/05/2025 Regular Meeting
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The annual cost of those transaction is estimated to be less than $200 annually, and
includes:
• Enghouse fare processing fees: approximately $23.52 annually based on 1.68%
of fare revenue.
• Elavon payment processing fees: approximately $168 based on a $0.03 fixed
transaction costs and variable costs which can equate to a total of $0.12 per
transaction.
If approved by City Council, the cloud hosted transit processor (Category B) software
used by the payment devices to calculate fares will be supplied and maintained by
Enghouse, Inc. under a five-year contract. VCTC has agreed to assume responsibility
for invoices related to any one-time costs related to the regional implementation and
eligibility verification to enable discounts. Enghouse will be invoicing each agency a fixed
fee of no more than 1.68% of fare revenue collected through the open-loop payment
system. The City will maintain a contract with Enghouse and will have direct access to a
customized dashboard to manage the City independent fare products.
If approved by the City Council, the City Manager will be authorized to execute a five-year
contract at a later date, with Elavon to be the payment processor (Category C) for a $0.03
fixed fee. The fee will be applied to each transaction, in addition to fees levied by the
passenger’s credit/debit card and bank. A City contract with Elavon is necessary to
ensure fare revenue transfers directly to each participating agency independently.
After City Council approval, it is expected to take three to four months to order the
equipment, install, integrate, and test the system. Therefore, staff’s goal is to launch by
February 2026.
ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project which has a potential for resulting in physical change to the
environment, as defined by section 15378 of the State CEQA Guidelines. Therefore, no
environmental review is required.
FISCAL IMPACT
There is no financial impact resulting from approval of this item. This action provides for
additional payment options for transit riders.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
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Honorable City Council
11/05/2025 Regular Meeting
Page 5
STAFF RECOMMENDATION
1. Approve a 16-month contract including two two-year optional extensions, with
Enghouse, Inc. for transit fare processing services and authorize the City Manager
to sign the extensions, where the City of Moorpark will be invoiced a fee not
exceeding 1.68% of fare revenue collected; and implementation and travel costs
will be invoiced to the Ventura County Transportation Commission (VCTC); and
2. Authorize the City Manager to negotiate and execute a five-year contract with
Elavon for payment processing services at a fixed rate of $0.03 per transaction,
plus applicable network and interchange fees (estimated average total cost: $0.12
per transaction).
Attachment 1: Enghouse Inc. User Agreement
Attachment 2: California Electronic Payment Acceptance Services (EPAY) Master
Service Agreement (MSA 5-22-70-22-01)
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USER AGREEMENT
1. This User Agreement is entered into between City of Moorpark “Contracting Agency” and Enghouse
Transportation LLC “Contractor.” This User Agreement expressly incorporates the California Master Service
Agreement (MSA) No. 5‐21‐70‐28‐05 which is incorporated herein. This User Agreement contract form serves as
an appropriate equivalent to the STD 213 as required by the MSA.
Contracting Agency: City of Moorpark
Contractor Name: Enghouse Transportation LLC
2. The Term of this Agreement is:
Start Date: 11/05/2025
Through End Date: 02/28/2027
With two two-year options for extension at the discretion of the California Department of General Services
3. The maximum amount of this Agreement is:
See Exhibit B for pricing.
4. Exhibits. The parties agree to comply with the terms and conditions of the following exhibits, which
are by this reference made a part of this agreement.
Exhibits Title Pages
Exhibit A Scope of Works 3
Exhibit B Payment Provisions 4
MSA 5‐21‐70‐
28‐05
MSA 5‐21‐70‐28‐05 is hereby incorporated by reference. The MSA is available
at:
https://caleprocure.ca.gov/pages/LPASearch/lpa‐
details.aspx?Page=ZZ_CTR_SUP_PG&Action=U&ForceSearch=Y&CNTRCT_ID=
5‐21‐70‐28‐05&SETID=STATE&VERSION_NBR=3
In Witness Whereof, This Agreement has been executed by the parties hereto.
Contractor:
___________________________________________ Date:________________________
Enghouse Transportation LLC
80 Tiverton Court, Suite 800, Markham, ON L3R 0G4
Anne Luu, Finance Director
Contracting Agency Name:
___________________________________________ Date:________________________
City of Moorpark
ATTACHMENT 1
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323 Science Drive, Moorpark, CA 93021
PJ Gagajena, City Manager
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Exhibit A
City of Moorpark User Agreement Scope of Work
1. Incorporate MSA by Reference
MSA # 5‐21‐70‐28‐05 and its amendments are hereby incorporated by reference as if attached hereto.
2. Description
As one of seven transit operators in the Ventura County region, the City of Moorpark Transit (Moorpark) will lead
the implementation of open loop payments on its service, with support from the Ventura County Transportation
Commission (VCTC). VCTC is Ventura County’s regional transportation planning agency and transit operator. In
2024, VCTC was awarded Regional Early Action Plan (REAP) funds from the Southern California Association of
Governments (SCAG) to collaboratively deploy contactless payment technology across the region’s operators to
facilitate a positive, streamlined customer experience when traveling across services in Ventura County.
The first open loop deployment in Ventura County was on VCTC’s Intercity service in June 2025. VCTC worked with
the California Integrated Travel Project (Cal‐ITP) to contract with Kuba Inc., Enghouse Transportation LLC, and
Elavon to deliver the hardware, software, and payment processing aspects of its open payment system. To
facilitate a seamless customer experience and reduce the administrative burden on regional operators in delivering
open loop payments, these same vendors will be contracted to deliver open loop payments. Pursuant to this Scope
of Work, Enghouse shall provide final charge management services to enable Moorpark fare structures and
business rules.
Moorpark Transit provides fixed‐route, microtransit, and paratransit/dial‐a‐ride services within and beyond the city
limits. In Fiscal year 2023‐2024, Moorpark Transit reported 30,749 riders and an annual revenue of $38,793.67. By
introducing a contactless open‐loop payment system, Moorpark Transit hopes to increase system efficiency for
both operators and riders, ultimately resulting in higher ridership.
3. Summary of Enghouse Services for Moorpark
Enghouse shall perform the following services in accordance with the pricing outlined in Exhibit B pursuant to this
User Agreement:
● Configure and provide final charge management services to enable a one‐way fare, a daily cap, and a monthly
cap as specified below.
● Approve data, as defined and transmitted by Kuba Inc., to enable intra‐agency transfer rules as specified
below.
● Accept base fare calculations as transmitted by Kuba Inc.
● Configure a transport portal for Moorpark services.
4. Regional Agency Roles and Key Contacts
CONTRACT MANAGER
Moorpark
Michelle Woomer
Senior Management Analyst | Public Works Department
(805) 517‐6233 | mwoomer@moorparkca.gov | www.moorparkca.gov
ADDITIONAL OPERATOR CONTACT - IMPLEMENTATION
Valley Express/VCTC
Matt Miller
Program Manager
mmiller@goventura.org
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5. Fare Structure and Business Rules
Overview of base fares and caps
The fare products that Enghouse will deploy for Moorpark include a one‐way fare, a daily cap, and a monthly cap.
The proposed fare structure is below. Moorpark may adjust the price points for the fare products in preparation
for launch. All details on the regional fare caps are included in VCTC’s Master Service Agreement 5‐21‐70‐28‐05
Amendment 1 Exhibit A.2.
Fare Product Price (Subject to Change)
One Way $1
Daily Cap
Price not to exceed regional caps
Monthly Cap
Moorpark observes the following county‐wide fare‐free promotional days:
● Clean Air Day (October 2)
● Veteran’s Day (November 11)
● Transit Equity Day (February 4)
● Earth Day (April 22)
● Dump the Pump Day (June 17)
Transfers
Enghouse shall approve data, as defined and transmitted by Kuba, to support transfers between Moorpark routes
(intra‐agency transfers) if specified in the future.
The region is working to streamline its transfer rules, to be specified at a later date (i.e. one free transfer within 2
hours between any two operators). All details on inter‐agency transfers are included in VCTC’s Master Service
Agreement 5‐21‐70‐28‐05 Amendment 1 Exhibit A.2.
Discounts
Enghouse shall ensure that its services support all identified discount groups. Moorpark includes the following
discount groups: Seniors (aged 65 or older), Medicare cardholders, and ADA‐certified individuals. As VCTC intends
to work with Enghouse to deploy discounts for all Ventura County operators through a single enrollment pathway,
all details on the regional discounted fare structures are included in VCTC’s Master Service Agreement 5‐21‐70‐28‐
05 Amendment 1 Exhibit A.2.
Additional services not included in the Scope of Work
Demand‐response, paratransit, and other such services are currently operated by a third‐party. At launch, only
fixed‐route services shall be equipped with a contactless open loop payment system. Expansion to other services
(i.e. paratransit) in the future will be at the discretion of Moorpark and its selected vendors.
6. On-board Technologies
The following information is for reference for the vendors only. The vendors are not responsible for the quality or
availability of the systems described below, and any subsequent impacts on the project implementation.
● Fleet – Moorpark Transit’s fixed‐route fleet includes 5 El Dorado EZ Rider buses. All vehicles in the fleet are
currently maintained by neighboring City of Thousand Oaks Transit.
● CAD/AVL – Syncromatics provides CAD‐AVL services.
● GTFS-RT – Syncromatics provides GTFS‐RT. In addition, Trillium produces an operator‐specific Static GTFS
Feed for Moorpark.
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● Connectivity – Each vehicle has a Cradlepoint Router with SIM and uses Verizon. All routers are managed by
Syncromatics.
7. Items Specific to Category B (Transit Processor Services)
Pursuant to this Agreement, Enghouse shall process open loop transactions for Moorpark. Please refer to the
sections above for applicable business rules and technologies. Enghouse shall provide final charge management
services to enable base fares, fare caps, and intra‐agency transfers for Moorpark services. Enghouse shall perform
other services for the regional implementation, including inter‐agency transfers, regional fare caps, discounts, and
customer support channels, as outlined in VCTC’s Master Service Agreement 5‐21‐70‐28‐05 Amendment 1 Exhibit
A.2.
Enghouse shall configure a transport portal for Moorpark services. Moorpark accepts Enghouse’s standard reports
as described in Exhibit A of the MSA (revenue, operations, KPI, customer metrics, bad debt/debt recovery, and
dispute/chargeback reports). Enghouse shall make available data reports in CSV format. Enghouse can provide
transactions by passenger type (general fare, senior, Medicare card holder, etc.) and by route.
Within one month of launch, Enghouse shall make available an API to relay ridership and transaction data for
Moorpark service that will contribute to the Cal‐ITP Metabase.
8. Determining whether any changes are needed to default Category B service level agreements (SLAs) in the User
Agreement
Moorpark accepts the default SLAs as described in the Master Service Agreement.
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EXHIBIT B – PAYMENT AND BUDGET PROVISIONS
Transit Agency: City of Moorpark Transit
Contractor: Enghouse Transportation LLC (Enghouse)
1. RATES
The not‐to‐exceed pricing for MSA products and services to be provided to the Transit Agency
are listed in Exhibit B.1 ‐ Rate Sheet of the MSA. All prices and fees shall be fixed for the entire
MSA term including any optional extension periods unless the State approves a price
adjustment in accordance with Section 6, Rate Adjustments.
A. Payment Acceptance Devices - Category A – (Not Offered)
B. Transit Processor Services - Category B –
1. Rates shall be based on revenue processed and services defined in this User
Agreement taking any applicable breakpoints into account. For any revenue
processed that is equal or greater to a breakpoint but smaller than the next
breakpoint, fees shall be priced in accordance with the rate for that breakpoint.
Contractor will waive monthly charges for the first three months after launch.
Breakpoints are defined as follows:
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Breakpoints o/o of the total processed
revenue to be charged
(per month)
$0-$5,000 1.68%
$5,000-$10,000 1.68%
$10,000-$15,000 1.61%
$15,000-$25,000 1.54%
$25, 000-$50, 000 1.54%
$50,000-$100,000 1.40%
$100,000-$500,000 1.40%
$500,000-$1,000,000 1.40%
$1,000,000-$5,000,000 1.26%
$5,000,000-$10,000,000 1.12%
>$10,000,000 0.98%
2. For Transit Processing Services, the rate shall include the Published Processing
Services Rate which is based on the Total Revenue Processed (see Exhibit G:
Definitions of the MSA), comprising fare revenues processed under all User
Agreements with Contractor. At no point in time shall the rate charged exceed the
effective Published Processing Services Rate.
3. For Transit Processing Services the rate charged shall also include the rate for free
($0) fare transactions if the Transit Agency has free fare transactions for Transit
Customers.
o Rate for free ($0) fare transactions – $0.02
4. Other fee terms include…
o Implementation service fees – VCTC shall be invoiced for these fees on
behalf of each agency up to an amount as outlined in VCTC’s Master Service
Agreement 5‐21‐70‐28‐05 Amendment 1 Exhibit B.2.
o Integration fees with validator and payment processor: waived
o Eligibility verification fee – VCTC shall be invoiced for these fees on behalf of
each agency up to an amount as outlined in VCTC’s Master Service
Agreement 5‐21‐70‐28‐05 Amendment 1 Exhibit B.2. Should an agency
pursue a discount group, discount percentage or discount amount different
from the standard regional benefits implementation, Contractor may charge
up to $5,250 per agency depending on the complexity of the deviation.
o Custom development ‐ $140/hour (no hours currently estimated in this
Scope of Work)
2. TRANSIT PROCESSING SERVICES RATE DETERMINATION AND PUBLICATION (Category B
Only)
Upon award of this MSA, the Published Processing Services Rate will be the rate associated
with breakpoint 1.
Thereafter, the Published Processing Services Rate for Contractor’s Transit Processing
Services shall be determined bi‐annually and shall be valid for six (6) calendar months. The
rate shall be determined by taking the monthly average of Total Revenue Processed over
the previous six (6) calendar months, provided that only months with a non‐zero Total
Revenue Processed shall be included in the average.
Not later than on January 31st and July 31st of each calendar year, Contractor shall send a
rate determination request the following to Masters@dgs.ca.gov and cal‐itp@dot.ca.gov:
● Total Revenue Processed and its constituent monthly parts for the covered time
period (July 1st – December 31st or January 1st – June 30th respectively); and
● Corresponding rate for the subsequent period
DGS and Caltrans shall publish the new Published Processing Services Rate no later than
March 15th and September 15th, as the case may be. This rate shall be valid from October 1st
until March 31st and April 1st until September 30th respectively.
149
Period for determining rate Submission due Publishing Date Period to apply new rate
January 1 – June 30 July 31st September 15th October 1 – March 31
July 1 – December 31 January 31st March 15th April 1 – September 30
If the State raises questions or disputes the accuracy of Contractor’s Total Revenue
Processed or the corresponding rate, Contractor shall respond within 5 working days to
written questions or requests for supporting information. In case no agreement can be
reached between State and Contractor before the required publishing date, the lower of
the current Published Processing Services Rate and Contractor’s calculated rate for the
next period shall apply.
3. TRAVEL
The Transit Agency may allow additional travel reimbursement as permitted, which must
be itemized separately on the invoice. The Contractor must have prior approval by the
Transit Agency for any additional travel reimbursement. Reimbursements requests must
include dates and receipts for all costs and expenses incurred.
4. INVOICES
. Submission of Invoices
1. For rates related to revenue processed and free fare transaction:
1. The Contractor shall submit itemized invoices to the Transit Agency contact person
at the address contained in the Transit Agency’s User Agreement. The information
is mandatory information to be provided for all invoices:
a) DGS MSA Number
b) Transit Agency Contract Number
c) Transit Agency Order Number
d) Transit Agency Billing Code
e) Transit Agency Name
f) Transit Agency Address
g) Description of services ordered
h) Pricing information, specified by Tier or Breakpoint where applicable
2. The Transit Agency contact person will verify and approve, or disapprove, the
invoiced items. If the Transit Agency does not approve the invoiced items, the
invoice will be disputed and returned to the Contractor for correction.
5. PAYMENT
Payment for services performed under this Contract will be made upon satisfactory
completion of services rendered. The Contractor shall invoice the Transit Agency in arrears
upon successful completion of services. Invoices for services are not due and payable, and
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do not constitute an obligation of the Transit Agency, until the month following the month
for which charges are accrued.
Payment shall be made within 45 days in accordance with, and within the time specified in
Government Code Chapter 4.5, commencing with Section 927 unless agreed otherwise in
the User Agreement.
6. RATE ADJUSTMENTS
Contractor may request Consumer Price Index (CPI) rate increases for services should the
State decide to execute the options to extend. Rate increases may be requested no more
than once annually and may only be requested following the initial five (5) year term of the
Agreement. Rate increases shall be capped at three percent (3%) for a given year and may
only be requested when the CPI for the "Public Transportation" goods and services
category, as published by the U.S. Department of Labor, Bureau of Labor Statistics has
increased one percent (1%) or greater for the previous calendar year. The website, subject
to change without amendment to this Agreement, can be found at the CPI Index
(https://www.bts.gov/components‐consumer‐price‐index‐transportation).
The Contractor shall submit a written request to the DGS Contract Administrator, provide a
copy of the index and other supporting documentation necessary to support the
adjustment. Rates will be fixed for twelve (12) months following an approved price
adjustment. Adjustments shall not be retroactive.
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7760-522702201 ATTACHMENT 2
152
SCO ID:
STATE OF CALIFORNIA· DEPARTMENT OF GENERAL SERVICES ~-----------~-------------~
STANDARD AGREEMENT
STD 213 (Rev. 04/2020)
AGREEMENT NUMBER
5-22-70-22-01
1. This Agreement is entered Into between the Contracting Agency and the Contractor named below:
CONTRACTING AGENCY NAME
Department of General Services
CONTRACTOR NAME
Elavon, Inc.
2. The tenn of this Agreement 1s.
START DATE
June 1, 2022
THROUGH END DATE
June 1, 2027, with two (2) optional two (2) year extensions
3. The maximum amount of this Agreement is:
$0.00 (Zero dollars and no-cents, with no guarantee of contract expenditure)
PURCHASING AUTHORITY NUMBER (If Applicable)
4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.
Exhibits Title Pages
Exhibit A Scope of Work 12
Exhibit A.1 Selected Services 1
Exhibit B Budget Detail and Payment Provisions 3
Exhibit C Terms and Conditions (As Modified) 4
Exhibit C.1 General Provisions-Information Technology (As Modified) 9
Exhibit D Insurance Requirements 2
Exhibit E Fees and Costs 3
Exhibit E.1 Service Pricing 2
Exhibit E.2 Equipment and Software Pricing 2
Exhibit E.3 Equipment Specifications 5
Exhibit F Equipment and Software 5
Exhibit G Definitions 8
Exhibit H Special Terms and Conditions 12
Exhibit H.1 Authorized User Set Up Form 1
Exhibit I Mass Transit Terms 2
terns snown w1tn an aster,sK (*, are nerev1 mcor orateu vi rererence ana maae ·;, y p y p art or tms a reement as ,r attacnea nereto. g
These documents can be viewed at https'(/www.dgs.ca,gov/OLS/Resources
Page 1 of 2
5/27/2022
7760-522702201
JUN 1 2022
ALW:LAG:skb
153
SCO ID:
STATE OF CALIFORNIA-DEPARTMENT OF GENERAL SERVICES .-------------,---------------,
AGREEMENT NUMBER
5-22-70-22-01
STANDARD AGREEMENT
STD 213 {Rev. 04/2020)
IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR
CONTRACTOR NAME (1f other than an individual, state whether a corporation, partnership, etc.)
CONTRACTOR BUSINESS ADDRESS
7?('0 {lllf Plv?A 11/
PRINTED NAME OF PERSON SIGNING
IJ;.-IV) C I ;-I <( T
CONTRACTOR AUTHORIZED ~GNAWRE---· ~-~-------------
CONTRACTING AGENCY NAME
Department of General Services
CONTRACTING AGENCY ADDRESS
707 Third Street, 2nd Floor
PRINTED NAME OF PERSON SIGNING
Carol Bangs
CONTRACTING AGENCY AUTHORIZED SIGNATURE
Cuut ~/1 •~;;::
CALIFORNIA DEPARTMENT OtGENERAL SERVICES APPROVAL
STATE OF CALIFORNIA
APPROV ED
D
OFFICE OF LEGAL SERVICES
DEPT. OF GENERAL SERVICES
PURCHASING AUTHORITY NUMBER (If Applicable)
CITY
k./\J tJY J7L-t -£
'
STATE IZIP
tN s79-2.0
TITLE
DATE SIGNED
CITY
!
STATE
!
ZIP
West Sacramento CA 95605
TITLE
Acquisitions Branch Chief, Procurement Division
DATE SIGNED
EXEMPTION (If Applicable)
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Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01
Page 1 of 71
Exhibit A: Scope of Work
The Department of General Services (DGS), Procurement Division (PD), hereinafter referred to
as the “State” or “DGS-PD” is establishing master agreements with multiple providers of
Electronic Payment Acceptance Services for State Agencies and Local Users (defined as any
city and/or county, district, or other local governmental body or corporation, including the
California State Universities (CSU) and University of California (UC) systems, K-12 schools and
community colleges empowered to expend public funds), hereinafter collectively referred to as
“Authorized Users”. Authorized Users may contract with any master agreement provider.
1. SCOPE
a. The State and Elavon, Inc. (hereinafter referred to as the “Contractor”), hereby agree
that the Contractor will provide Electronic Payment Acceptance Services to Authorized
Users in accordance with the terms and conditions of this Master Service Agreement
(“MSA” or “Agreement”).
b. Prior to rendering services, Authorized Users and Contractor must execute a separate
Subsidiary Agreement that incorporates all of the terms of this MSA by reference and
may contain additional specific terms and conditions, none of which may alter, rescind,
or be in conflict with the terms and conditions of this MSA (per Exhibit A, Section 14).
c. Contractor agrees to honor all Subsidiary Agreements made prior to MSA expiration or
termination at the same rates, terms and conditions.
d. All Subsidiary Agreements issued against this MSA must be fulfilled/completed in their
entirety within twelve (12) months following the MSA end date.
e. The State, during the term of this MSA, may negotiate additional agreements,
categories and/or services.
2. AGREEMENT TERM
The term of this MSA is for a five (5) year period. DGS reserves the right to extend this
Agreement for two additional two (2) year periods, with a maximum cumulative term of
nine (9) years. The start and end date will be noted on the attached Std. 213 Standard
Agreement (the “Effective” term).
3. CONTRACT ADMINISTRATORS
The State and MSA Contractor have assigned Contract Administrators as single points of
contact for all inquiries, contract related issues and for problem resolution. The Contract
Administrators and their contact information will be listed in the subsequent MSA User
Instructions issued after award. Should a Contract Administrator change, each party will
notify the other in writing no later than ten (10) business days after the date of such
change, without amendment to this agreement.
a. Contractor must provide the name, address, telephone number, and e-mail address of
the individual directly responsible for managing this Agreement on behalf of the
Contractor to the State’s designated Contract Administrator.
b. Contractor must provide the State with at least one (1) replacement candidate that will
meet or exceed the experience and skill level of the Contract Administrator being
replaced.
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i) The State shall not compensate the Contractor for any time or effort required to
prepare the new Contract Administrator for work on the project.
ii) The State may request that Contractor replace an assigned Contract Administrator
at any time. The Contractor will use its best efforts to provide a replacement
candidate that meets or exceeds the experience and skill level of the Contract
Administrator being replaced within a time frame mutually agreed upon by the
Contractor and the State.
4. GENERAL OVERVIEW OF SERVICES
Contractor shall provide electronic payment acceptance and processing services in the
following categories:
a. Credit and Debit Card Processing (Category 1)
5. MINIMUM SERVICE LEVEL AGREEMENTS
Contractor shall provide electronic payment acceptance and processing services as
follows:
a. General Service Level Agreements (All Categories)
Contractor will:
i) Allow for batch processing of transactions. Initiate funding for Credit, Debit, and
PIN-Based Card transactions as follows:
Transaction Day Initiate Funding to Authorized User’s
Account Via ACH1/
Monday Tuesday
Tuesday Wednesday
Wednesday Thursday
Thursday Friday
Friday Monday
Saturday Monday
Sunday Monday
1/ Includes Contractor’s authorization to send funds from Contractor’s bank to
Authorized User’s bank account.
ii) Contractor shall settle in gross daily and process chargebacks and adjustments by
invoicing the Authorized User.
iii) Provide to each Authorized User access to detailed statements and online
reporting tools that provide sufficient information for each Authorized User to
reconcile deposits and adjustments made to the Authorized User’s designated
bank account(s).
iv) Provide customer support twenty-four (24) hours per day, three hundred sixty-five
(365) days per year.
v) Maintain industry standard data privacy controls sufficient to meet the requirements
of the applicable security standards and California State Privacy statutes and
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regulations (defined in Exhibit A, Section 17). Contractor is fully responsible for all
administrative and financial obligations that arise from any security breach caused
by the Contractor.
vi) Provide Gateway services or equivalent.
vii) Annually, make Contractor’s SSAE 18 SOC1 Type II information available for
review on Contractor’s premises upon Authorized User’s thirty (30) days written
notice. Authorized User’s review shall take place during Contractor’s normal
business hours upon the signing of Contractor’s confidentiality agreement.
Authorized User’s review does not include copying of such documents.
viii)Upon request by the Authorized User, assign to Authorized User one or more
identification numbers or passwords for Authorized User’s use in obtaining the
Card Services. Once such identification number(s) or password(s) have been
delivered to Authorized Agency by Contractor, the use and confidentiality of such
numbers and/or passwords shall be the sole responsibility of Authorized User.
b. Credit and Debit Card Processing (Service Category 1)
Contractor will:
i) Process for the Authorized User: MasterCard, Visa, American Express, Discover,
Debit Cards, and Purchasing Cards in accordance with the operating rules of each
of the named associations and under applicable law. Including but not limited to:
1. Bank Cards – VISA/MasterCard/AMEX/Discover – Cardholder Present
2. Bank Cards – VISA/MasterCard/AMEX/Discover – Cardholder Not Present
3. Signature Debit Cards – VISA/MasterCard – Cardholder Present
4. Signature Debit Cards – VISA/MasterCard – Cardholder Not Present
5. PIN Based Debit Cards
6. Digital Wallets
ii) Provide Convenience/Service Fee services.
iii) Provide continuous service by maintaining Contractor’s system functionality at a
minimum 99.9% of the time (excluding maintenance downtime), measured on a
monthly basis. Contractor must provide advanced written notice for scheduled
maintenance and maintenance should occur during Authorized User’s non-
business hours.
1. Service shall be available twenty-four (24) hours per day, three hundred sixty-
five (365) days per year (excluding maintenance downtime).
2. If service’s monthly availability averages less than 99.9% (excluding
maintenance downtime), the Authorized User shall be entitled to recover
damages, apply credits or use other contractual remedies as set forth in the
Subsidiary Agreement. (Exhibit A, Section 24)
3. Contractor shall provide advance written notice to the State Contract
Administrator and Authorized Users of any major upgrades or changes that will
affect the service availability.
iv) Provide Authorization and Settlement functions on behalf of Authorized User.
Authorizations must be completed in real time with response times of no more than
2-12 seconds. Response time is measured from the time Contractor receives a
transaction authorization request to the time Contractor provides a transaction
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authorization response to Authorized User, excluding time dependent upon third
parties and delays caused by failures or delays in third party’s systems.
v) Deliver, at a minimum, the following standard reports:
1. Deposit Summary
2. Transaction Reports
3. Convenience/services fees, if applicable
4. Statements
5. Interchange
6. Adjustments
7. Chargebacks
8. Authorizations
9. Duplicate Transmissions
Frequency of reporting and additional reports to be determined within the
Authorized User Subsidiary Agreements.
vi) Process Chargebacks, upon receipt, on behalf of Authorized User. If additional
information is required from the Authorized User to process the chargeback,
Contractor must notify the Authorized User within twenty-four (24) to forty-eight
(48) hours of receipt. The Contractor is authorized to protest any chargeback on
behalf of the Authorized User. Chargebacks and adjustments will be invoiced to the
Authorized Users.
vii) Process voids, cancels, returns, reversals and retrievals.
viii)Control for duplicate transactions.
ix) Remain Payment Card Industry (PCI) compliant and P2PE certified throughout the
term of the Agreement.
6. DEMONSTRATIONS
Contractor agrees to conduct demonstrations at the request of the State and/or an
Authorized User, prior to implementation of an electronic payment acceptance program
during the term of the Agreement.
7. TRAINING
Contractor shall provide telephone and/or web-based training for each Authorized User as
stated in the Subsidiary Agreement. Implementation training must be completed within 30
calendar days after system set-up. Training will be provided at no additional cost including
any travel related expenses.
Training material and equipment shall be provided by the Contractor at the Contractor's
expense. Contractor shall ensure that sufficient material is provided to all attendees.
Contractor shall provide a link to the most recent version of the Contractor's Operating
Guide. The Operating Guide and Contractor’s website includes, at a minimum, but not
limited to the following:
• Step by Step Instructions
• Support Services
• Quick Reference Guide
• FAQ’s and answers
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Agreement Number 5-22-70-22-01
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Contractor must provide twenty-four (24) hours per day, three hundred sixty-five (365)
days per year, web-based access to Contractor’s Operating Guide.
Trainer provided by contractor shall be knowledgeable in the subject matter, equipment
and training materials. Contractor will customize training sessions for an Authorized User
upon request.
8. CUSTOMER SERVICE AND SUPPORT
Contractor must provide knowledgeable customer service personnel for the services
provided. Contractor shall provide the contact information for problem resolution and
inquiries in the Subsidiary Agreement with each Authorized User. Most inquiries
regarding the direct reconciliation of an Authorized User’s payment transactions, the
transfer to the bank account or any other payment transactions involving the Contractor
shall be addressed and/or resolved by the Contractor within three (3) business days from
the date of the original inquiry. Most other problems and inquiries will be addressed within
five (5) business days from the date of the original contact. If Contractor is unable to
resolve issues within the timelines stated above, Contractor will work with the Authorized
User to establish mutual resolution timeframes and project timelines. Contractor’s
customer service representatives shall accurately and timely:
• Research and resolve concerns and provide immediate follow-up status/resolution.
• Resolve problems related to daily settlements and deposit variances.
• Coordinate and resolve complex reporting issues.
• Answer incoming telephone calls, e-mails, faxes, and letters.
• Log all problems/resolutions so that recurring problems can be tracked, reported and
corrected.
Contractors must provide, at the Authorized Users request, copies of any data file
transmission that occurred within the required records retention period specified in this
Agreement (See Exhibit A, Section 9) and have that data file available to them within
forty-eight (48) hours after original request. Any data file requests that cannot be fulfilled
in that time frame will require Contractor and Authorized User to agree upon a reasonable
time frame for such requests.
Contractor shall provide a technical liaison (live operator) available twenty-four (24) hours
a day, three hundred sixty-five (365) days a year for immediate response to data/technical
needs such as, but not limited to, general inquiries, point-of-sale and other payment
channel assistance. Upon request, Contractor shall provide a written/electronic status
report including a problem statement, proposed solution, and estimated time of problem
resolution. Contractor’s staff must be fully versed in electronic payment systems and fully
capable of resolving any issues immediately.
9. RETENTION OF RECORDS
Contractor must retain all transactional data for a period of at least eighteen (18)
consecutive months from the initial transaction date. Transactional data/records must be
made available, upon request, to Authorized Users within forty-eight (48) hours after
original request. Any data file requests that cannot be fulfilled in that time frame will
require Contractor and Authorized User to agree upon a reasonable time frame for such
requests.
Authorized User should retain legible copies of Sales Drafts and Credit Vouchers for a
period of at least eighteen (18) months from the initial transaction date to be able to
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respond to customer disputes. Authorized User must submit to Servicers a legible copy of
a Sales Draft or Credit Voucher within ten (10) days of a request by Servicers, or longer
period of time as may be allowed by the Association.
10. PROGRAM WEBSITE
Contractor shall provide and regularly update a secure website for use by Authorized
Users of this Agreement. The website will include at a minimum, the following information:
• Link to the Contractor’s Merchant Operating Guide.
• Links to industry related rules and regulations as described in this Agreement.
• Customer Service and Support telephone number.
• FAQs
• Link to report database (Exhibit A, Section 5 (a)(iii))
11. REPORTING REQUIREMENTS
a. Each quarter, the Contractor shall submit a Quarterly Usage/Activity Report to the
DGS Contract Administrator via email or other delivery method specified by the State.
The report shall summarize the Contractor’s MSA contract activity for each Authorized
User, and it shall be provided to the DGS Contract Administrator by the thirtieth (30th)
working day following the ending of the quarter’s reporting period. A report is required
every quarter, even if the Contractor has no activity during the reporting period.
b. DGS will provide a quarterly reporting template to awardees upon award.
c. Contractor must report State Authorized Users and Local Authorized Users on
separate quarterly reports.
d. The Quarterly Usage/Activity Report will summarize the Contractor’s MSA contract
activity by payment category for each Authorized User and will contain the following
information:
• Authorized User Name (department, agency, etc.)
• Authorized User’s Merchant Number
• Dollar Volume by card type (Amex, Discover, Visa, MC, Debit) and/or payment
solution
• Number of settled transactions by card type and/or payment solution
• Fees paid by payment solution and type (interchange, processor, convenience
fees, other)
• Convenience/Service Fees as applicable
• Equipment and software sales reports, upon request
• Any other reporting as requested by DGS
e. Contractor shall email reports (in Microsoft Excel format or compatible) to the State
Contract Administrator (referenced in User Instructions) and Masters@dgs.ca.gov.
f. The DGS Contract Administrator reserves the right to modify this report and require
the Contractor to provide additional information available to the Contractor during the
course of this Agreement at no additional cost.
12. AUTHORIZED USERS
a. Pursuant to Government Code §1 1 0 0 0, State of California government agencies
include every state office, officer, department, division, bureau, board, and
commission.
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b. For the purposes of this Agreement, local government agencies include any city and/or
county, district, or other local governmental body or corporation, including the
California State Universities (CSU) and University of California (UC) systems, K-12
schools and community colleges empowered to expend public funds.
c. State agencies are required to adhere to DGS contract and procurement policy and
procedures. For informational purposes only, see the following link for the State of
California Agency List (exclude any local government agencies described above):
https://www.ca.gov/agenciesall
d. Local government agency use of this MSA is optional. Local government agencies
may execute a contract under this MSA using the standard form Std. 213 or
appropriate equivalent contract form, and any specific documents established prior to
award that affect the Subsidiary Agreement. Upon execution of the contract form they
shall become Authorized Users and the provision of services by the Contractor to such
Authorized Users will be governed by the terms of this MSA.
e. However, the Contractor has authorization to negotiate with local government agency
Authorized Users for the provisions cited below. These include but are not limited to:
• Invoicing and Payment Provisions (including debiting for chargebacks,
assessments and other items)
• Governing Law, Jurisdiction
• Local Authorized User’s additional specific terms and conditions
• Convenience/Service Fees
13. AUTHORIZATION TO RENDER SERVICES
Unless otherwise provided in this Agreement, Contractor may not decline a State of
California government agency’s request to utilize services offered under this Agreement.
14. SUBSIDIARY AGREEMENTS
Contractor and a State of California government agency or a local government agency (as
applicable) must execute a separate Subsidiary Agreement that incorporates all of the
terms of this MSA by reference and may contain additional agency specific terms and
conditions, none of which may alter, rescind, or be in conflict with the terms and
conditions of this MSA.
The Subsidiary Agreement shall consist of a Std. 213 form, or the appropriate equivalent
contract form for local government agency Authorized Users and shall describe the
particular requirements of the Authorized User, usually reflected in a detailed scope of
work. State Agency Authorized User’s Subsidiary Agreements shall be processed in
accordance with State contracting laws, policy, and procedures.
15. ENTIRE AGREEMENT & AMENDMENTS
This MSA Agreement includes the Std. 213 form, Exhibits A-I and any additional
provisions or Exhibits or attachments specific to the Contractor and/or services;
documents incorporated by reference, and mutually approved amendments.
16. ORDER OF PRECEDENCE
The following order of precedence shall apply:
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a. All federal, state, local laws and regulations
b. Exhibit C: Terms and Conditions (As Modified)
c. Exhibit C.1: General Provisions – Information Technology (As Modified)
d. Exhibit G: Definitions
e. Exhibit A: Scope of Work
f. Exhibit A.1: Selected Services
g. Exhibit B: Budget Detail and Payment Provisions
h. Exhibit D: Insurance Requirements
i. Exhibit E: Fees and Costs
j. Exhibit F: Equipment and Software
k. Exhibit E.1: Service Pricing
l. Exhibit E.2: Equipment and Software Pricing
m. Exhibit E.3: Equipment Specifications
n. Exhibit H: Special Terms and Conditions
o. Exhibit I: Mass Transit Terms
p. Exhibit H.1: Authorized User Set Up Form
q. Payment Network Regulations
17. SECURITY, PRIVACY AND DISCLOSURE
The parties acknowledge that this Agreement is subject to the California Public Records
Act (Govt. Code section 6 2 5 0 et seq.), California Government Code sections 6 1 6 4 and
1 1 0 1 9.9; and California Civil Code section 1 7 9 8 et seq.
Authorized Users agree not to disclose Cardholder account numbers and/or Card
Identification Numbers (“CIDs”) unless required by law or other legal process, or for
internal State purposes, or as required to use the services under the Agreement.
Contractor agrees it will not use the names, addresses, and any other personally
identifying information of State, city, county, school, or other public employees for any
purpose not directly related to this Agreement.
18. REGULATORY AUTHORITIES (Industry Related Rules and Regulations)
Contractor warrants and certifies that prior to, and in the performance of this Agreement, it
will acquire, maintain, and remain in compliance with all mandatory regulatory approvals
with respect to its performance under this Agreement required by any applicable
governmental agency having jurisdiction over Contractor. If such regulatory approvals are
not obtained by Contractor prior to the performance of this Agreement, this Agreement
shall be of no force or effect.
19. LICENSES AND PERMITS
Contractor shall be responsible for obtaining and maintaining at its expense all applicable
licenses, registrations, permits, and certifications applicable to its performance under this
Agreement during the entire term of this Agreement required by federal law, the State of
California, and local jurisdictions in California.
20. SUBCONTRACTORS
Nothing contained in this Agreement or otherwise, shall create any contractual relation
between the State and any subcontractors, and no subcontractor shall relieve the
Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be
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fully responsible to the State for the acts and omissions of its subcontractors and of
persons either directly or indirectly employed by any of the subcontractors as it is for the
acts and omissions of persons directly employed by the Contractor. The Contractor’s
obligation to pay its subcontractors is an independent obligation from the Authorized
User’s obligation to make payments to the Contractor. As a result, the Authorized User
shall have no obligation to pay or to enforce the payment of any moneys to any
subcontractor.
21. PHASE IN & PHASE OUT TRANSITION SERVICES
Prior to the end of this Agreement’s contract term, or if this Agreement is terminated by
the State, Contractor agrees to assist in transitioning the services provided under this
Agreement within a period of time, not to exceed one hundred eighty (180) day calendar
period. Transition assistance will include but is not limited to: continue transaction
processing until date agreed upon, resolve any outstanding chargeback disputes, remit
final statement and invoice for all transactions through close of business on the final
processing date. Contractor shall cooperate with any new contractor(s) and State staff in
effectuating an orderly transition.
22. DISPUTE RESOLUTION
Contractor shall direct questions regarding the Subsidiary Agreement to the Authorized
User. Decisions rendered by the Chief Executive Officer, or designated representative, of
the Authorized User are considered final. Upon request, DGS-PD may provide a forum for
discussion, at which time a DGS-PD representative shall be available to provide
information regarding the State of California’s policies and procedures. If agreement
cannot be reached, either party may assert its rights and remedies within a court of
competent jurisdiction.
23. NOTICES
All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed given if delivered (a) personally, (b) via facsimile, electronic mail or
overnight express service (except that notices of termination or default given by facsimile
or electronic mail must also be sent via overnight express service or certified mail) or (c)
by certified or registered mail, postage prepaid, return receipt requested, in each case, to
the addresses, facsimile numbers and/or electronic mail addresses set forth below. The
parties hereto may change their street addresses, facsimile numbers and electronic mail
addresses for purposes of this Agreement by notifying the other party in the manner
specified in this section.
24. LIQUIDATED DAMAGES
The Authorized User’s Director or his/her designee may assess compensating damages
against the vendor for losses incurred by the Authorized User as a direct result of errors
caused by the negligence or willful misconduct of the vendor or subcontractor(s) that
cause or contribute to the delay in collecting revenue. If invoked, damages will be
assessed based upon the dollar value of the loss, the elapsed time before correction of
the error and the Pooled Money Investment Account (PMIA) Daily Rate for the date the
loss occurred as published by the California State Treasurer’s Office. Contractor’s liability
for damages shall not exceed an amount equal to the annual fees paid or payable to
Contractor under the affected Subsidiary Agreement (excluding interchange fees). If
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twelve (12) consecutive months of fees are not available for this calculation, Contractor
will use the highest available months fees multiplied by twelve (12) to identify the
anticipated annual fees. For purposes of this Agreement, ‘errors’ do not include any action
taken, or any failure to act, pursuant to an instruction from the State or an Authorized
User.
25. PROPRIETARY RIGHTS AND PERMITTED USES
a. Contractor may not issue any press release about this Agreement or the State without
the other party’s prior written consent.
b. Contractor will provide all Credit Card Association marks, logos, stickers and
marketing materials, as well as any other forms of display required by the
Associations’.
c. An Authorized User may use and display the Associations’ marks, and shall display
such Marks in accordance with the standards for use established by the Associations.
The Authorized User’s right to use all such Marks will terminate upon termination of
the Agreement or upon notice by an Association to discontinue such use, and the
Authorized User must thereafter promptly return any materials displaying the Marks.
The Authorized User’s use of promotional materials provided by the Associations will
not indicate, directly or indirectly, that such Associations endorse any goods or
services other than their own and the Authorized User may not refer to any
Associations in stating eligibility for its products or services.
26. FEDERAL DEBARMENT
The Federal Department of Labor requires that State agencies which are expending
Federal funds of $25,000 or more, have in the contract file, a certification by the
Contractor that it has not been debarred or suspended from doing business with the
Federal Government. Each Contractor must provide this documentation upon request.
27. FORCE MAJEURE
Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any
excess costs if the failure to perform the Contract arises from causes beyond the control
and without the fault or negligence of the Contractor. Examples of such causes include,
but are not limited to:
a. Acts of God or of the public enemy, and
b. Acts of the federal or state government in either its sovereign or contractual capacity.
If the failure to perform is caused by the default of a subcontractor at any tier, and if the
cause of the default is beyond the control of both the Contractor and subcontractor, and
without the fault or negligence of either, the Contractor shall not be liable for any excess
costs for failure to perform.
28. RIGHT TO TERMINATE
a. The State may terminate the Agreement and any Authorized User may terminate its
respective Subsidiary Agreement for cause upon a reasonable and good faith
determination that the Contractor failed to perform the requirements of this Agreement at
the time and in the manner herein provided in Section (b) below. However, Authorized
Users will provide a Cure Period, rather than immediate termination, if a breach involves
meeting a service level agreement identified in Exhibit A, Section 5. Nonetheless, the
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State and Authorized Users reserve the right to terminate for cause without providing
additional Cure Periods if a service level issue for which a Cure Period has previously
been provided recurs.
b. In the event of a breach, the State or Authorized User will send the Contractor a notice
specifying the breach and providing the Contractor an opportunity to cure the breach
within a period of time no less than thirty (30) days “Cure Period”. If the breach is not
cured within the Cure Period, the State or Authorized User has the right to terminate the
Agreement upon thirty (30) days notice to the Contractor.
c. The State may terminate the Agreement without cause upon sixty (60) days advance
written notice to the Contractor. Authorized Users may terminate their respective
Subsidiary Agreements without cause upon sixty (60) days advance written notice to the
Contractor. In the event of a termination without cause, Contractor shall not be
responsible for any costs to the State or an Authorized User associated with such
termination and any sum due the Contractor under this Agreement (which sum due to
the Contractor shall include, but not be limited to, fees as set forth in this Agreement) for
Charges up to the date of a termination shall be paid to the Contractor including any
Chargebacks, fees, fines or penalties owed by the State or Authorized User after
termination, which shall be paid within forty-five (45) days of presentment of a non-
disputed invoice, in accordance with Exhibit B, Section 3.
d. After receipt of a notice of termination by the State, or an Authorized User, and except as
otherwise directed by the State or Authorized User, Contractor shall:
i. Stop work as specified in the notice of termination.
ii. Place no further subcontracts for materials, services, or facilities, except as
necessary to complete the continuing portion of the Agreement.
iii. Terminate all subcontracts to the extent they relate to the work terminated.
After receipt of a notice of termination and prior to the contract termination effective date,
Contractor agrees to diligently proceed without interruption in the performance of this
Agreement. Contractor’s failure to diligently proceed in accordance with this Agreement
shall be considered a material breach of this Agreement.
29. NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social media
content pertaining to this Contract shall not be made without prior written approval of the
Department of General Services.
30. CONTRACTOR’S ADMINISTRATIVE FEE
The Contractor is required to pay a fee to DGS-PD based on the number of settled
transactions processed. The fee is paid quarterly and is calculated as equal to $0.01 (1
cent) for each transaction processed per quarter under this Agreement.
This Administrative Fee shall not be invoiced or charged to the ordering agency or
customer. Payment by the Contractor shall be made quarterly to DGS-PD irrespective of
payment status of Subsidiary Agreements.
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Failure to submit correct reports and payments on a timely basis shall constitute grounds
for default of this Agreement pursuant to Exhibit A, Section 28(b). Payments are due for
the reporting period by the thirtieth (30th) calendar day following the ending of the quarter.
(Note: If the due date is on a Saturday or Sunday, the due date will be the Monday
following.)
Payment may be made in the form of an electronic payment using the PD LPA Payment
Portal or by submitting a check payable to the State of California, Department of General
Services. Along with each payment, a Usage Report, filtered in Excel as prescribed in
Exhibit A, Section 11 “Reporting Requirements,” shall be submitted to the State Contract
Administrator.
To submit fees through the PD LPA Payment Portal, users must register on the DGS-PD
LPA Payment Portal (https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-
Division-Services-List-Folder/Access-LPA-Payment-Portal).
Administrative Fee payments made by check shall be submitted to the following address:
Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
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Exhibit A.1: Selected Services
The table below contains the services selected by the Authorized User within their Subsidiary
Agreement #____________________. By selecting one or more of the services, the Authorized
User is agreeing to be bound by the terms and conditions of the MSA 5-22-70-22-01.
Description
☐ Credit and Debit Card Processing
☐ Convenience/Service Fees
☐ Exhibit I: Mass Transit Services
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Exhibit B: Budget Detail and Payment Provisions
1. INVOICING AND PAYMENT
a. Authorized Users will open a Demand Deposit Account (DDA) at an approved State
financial institution that participates in the Automated Clearing House of the Federal
Reserve System (ACH) to accept electronic payments via ACH under this MSA. For
California State Authorized users this DDA must be a Zero Balance Account (ZBA).
b. Each Authorized User must provide the Contractor with the name, bank deposit
account and A B A (bank routing) numbers of the financial institution where such
Authorized User’s DDA is established. Further, Authorized User must notify Contractor
of any changes to its financial institution, account, or ACH information over the course
of the agreement. Each Authorized User must also notify its financial institution that
the Contractor has access to make deposits to the designated DDA. Contractor does
not have authority to debit any amounts from the Authorized User’s DDA.
c. Contractor shall settle the total amount for charges gross daily, net of refunds and
reversals. Processing fees, chargebacks and adjustments will be invoiced to the
Authorized Users. Contractor will not charge processing fees that are higher than or
any additional fees other than those specified in Exhibit E.1: Service Pricing which
cover all services provided by this MSA including electronic payment acceptance
services, user guides, reports, and customer service.
d. If Authorized Users choose to assess a convenience and/or service fee, Authorized
User acknowledges that all fees collected will be settled to a DDA established by the
Contractor or Service Provider. Contractor or Service Provider will charge the
convenience and/or service fee as a separate charge from the transaction amount, if
applicable in accordance with Exhibit E, Section 4. All amounts owed to the Contractor
for services provided in the Subsidiary Agreement will be deducted from the
convenience and/or service fees collected by the Contractor or charged to the Service
Provider, as applicable. Authorized Users remain responsible for Chargebacks.
e. Contractor shall initiate payment to each Authorized User’s DDA in accordance with
the schedule noted in Exhibit A, Section 5 (a)(i). If the payment transmittal date falls on
a day that Contractor’s bank is not open for processing payments, Contractor will
initiate payment the next available business day. Funds due to State Authorized
Users shall never be held in Contractor’s account or any other account not specifically
authorized by an Authorized User. Contractor will not be responsible for any
obligations, damages, or liabilities in excess of the amount of the applicable debit,
credit, or adjustment to an Authorized User’s DDA in the event that the Authorized
User’s financial institution does not honor any such item or improperly applies it to
such Authorized User’s account.
f. Each Authorized User shall provide billing information (mailing address, contact
person, etc.) as part of its individual Subsidiary Agreement (defined in Exhibit A
Section 14) executed with Contractor.
g. Invoices shall be submitted in arrears to each State Authorized User on Contractor’s
letterhead within fifteen (15) days of the end of each month and in accordance with the
Prompt Payment Act. The invoice shall include:
• The Subsidiary Agreement Number between the Authorized User and the
Contractor.
• Authorized User Name.
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• Authorized User Merchant Number.
• Time period covered.
• Work completed for the period shall be identified (detailed statement of services
rendered) as specified in the individual Authorized User’s Subsidiary Agreement.
• Contact information for billing comments or inquiries such as a telephone number,
fax number, and address.
h. Chargeback invoices shall be submitted to each State Authorized User on Contractor’s
letterhead within forty-eight (48) hours of the final chargeback dispute decision. The
invoice shall include:
• The Subsidiary Agreement Number between the Authorized User and the
Contractor.
• Chargeback information.
• Date
• Transaction amount
• Cardholder information
• Dispute Reason
• Authorized User Name.
• Authorized User Merchant Number.
• Contact information for billing comments or inquiries such as a telephone number,
fax number, and address
i. Upon receipt of invoices and subsequent approval by the Authorized User’s
designated representative(s), the Authorized User will pay the Contractor for any
invoice or chargeback invoice.
j. Contractor shall indicate Chargebacks and adjustments (including Credits) to
Authorized Users in statements and reports as required pursuant to Exhibit A, Section
5.b.v.
k. The State does not accept liability of Local Authorized Users (cities, counties, local
governments, political subdivisions etc.).
2. BUDGET CONTINGENCY CLAUSE
a. It is mutually agreed that if the Budget Act of the current year and/or any subsequent
years covered under the Authorized User’s Subsidiary Agreement does not
appropriate sufficient funds for the program contemplated thereunder, the Authorized
User’s Subsidiary Agreement shall be of no further force and effect after the
Authorized User provides written notice to Contractor. In this event, the State shall
have no liability to pay any funds whatsoever to Contractor or to furnish any other
consideration under the Subsidiary Agreement.
b. For State Authorized Users, if funding for any fiscal year is reduced or deleted by the
Budget Act for purposes of the Authorized User’s programs, the Authorized Users
shall have the option to either (i) cancel Authorized User’s Subsidiary Agreement with
no liability occurring to the State by providing Contractor immediate written notice or
(ii) offer an agreement amendment to Contractor to reflect the reduced amount.
c. In the event an Authorized User’s Subsidiary Agreement is terminated pursuant to this
Exhibit B, Section 2, such Authorized User shall be responsible for payment of all
amounts owed to Contractor related to transactions processed up until the effective
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date of termination and for all items received post-termination that relate to
transactions processed prior to termination.
3. PROMPT PAYMENT CLAUSE
Payment will be made in accordance with, and within the time specified in, Government
Code Chapter 4.5, commencing with Section 927.
4. CONTRACTOR OVERPAYMENTS
a. If the Authorized User determines that an overpayment has been made to the
Contractor, the Authorized User will seek recovery immediately upon discovery of the
overpayment by calling the contractor service center to request a refund of the
overpayment amount. The Contractor shall have up to five (5) business days to verify
overpayments. The Contractor will initiate deposit of verified overpayments to the
Authorized User’s ZBA the next available business day.
b. If Contractor discovers they have received an overpayment, contractor must notify the
Authorized user and refund or deposit the overpayment immediately.
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Exhibit C: Terms and Conditions (As Modified)
1. APPROVAL: This Agreement is of no force or effect until signed by both parties and
approved by the Department of General Services, if required. Contractor may not
commence performance until such approval has been obtained.
2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid
unless made in writing, signed by the parties and approved as required. No oral
understanding or Agreement not incorporated in the Agreement is binding on any of the
parties.
3. ASSIGNMENT: This Agreement is not assignable by either party, either in whole or in
part, without the consent of the other party in the form of a formal written amendment.
4. AUDIT: Contractor agrees that the awarding department, the Department of General
Services, the Bureau of State Audits, or their designated representative shall have the right
to review and to copy any records and supporting documentation pertaining to the
performance of this Agreement. Contractor agrees to maintain such records for possible
audit for a minimum of three (3) years after final payment, unless a longer period of records
retention is stipulated. Contractor agrees to allow the auditor(s) access to such records
during normal business hours and to allow interviews of any employees who might
reasonably have information related to such records. Further, Contractor agrees to include
a similar right of the State to audit records and interview staff in any subcontract related to
performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq.,
CCR Title 2, Section 1896).
5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State,
its officers, agents and employees: (a) from any and all claims and losses caused by the
negligence or willful misconduct in the performance of this Agreement by Contractor, its
subcontractors, suppliers, laborers, and any other person, firm or corporation engaged by
Contractor to furnish or supply work services, materials, or supplies in connection with the
performance of this Agreement, and (b) from any and all claims and losses accruing or
resulting to any person, firm or corporation who may be injured or damaged by
Contractor’s negligence or willful misconduct in the performance of this Agreement.
6. DISPUTES: Contract and the State shall continue with the responsibilities under this
Agreement during any dispute.
7. TERMINATION FOR CAUSE: See Exhibit A, Section 28.
8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of
Contractor, in the performance of this Agreement, shall act in an independent capacity and
not as officers or employees or agents of the State.
9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of
perjury, the minimum, if not exact, percentage of post-consumer material as defined in the
Public Contract Code Section 12200, in products, materials, goods, or supplies offered or
sold to the State regardless of whether the product meets the requirements of Public
Contract Code Section 12209. With respect to printer or duplication cartridges that comply
with the requirements of Section 12156(e), the certification required by this subdivision
shall specify that the cartridges so comply (Pub. Contract Code §12205).
10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor
and its subcontractors shall not deny the contract’s benefits to any person on the basis of
race, religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status, nor shall they
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discriminate unlawfully against any employee or applicant for employment because of race,
religious creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status. Contractor shall insure
that the evaluation and treatment of employees and applicants for employment are free of
such discrimination. Contractor and subcontractors shall comply with the provisions of the
Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations
promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article
9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-
11139.5), and the regulations or standards adopted by the awarding state agency to
implement such article. Contractor shall permit access by representatives of the
Department of Fair Employment and Housing and the awarding state agency upon
reasonable notice at any time during the normal business hours, but in no case less than
24 hours’ notice, to such of its books, records, accounts, and all other sources of
information and its facilities as said Department or Agency shall require to ascertain
compliance with this clause. Contractor and its subcontractors shall give written notice of
their obligations under this clause to labor organizations with which they have a collective
bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)
Contractor shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under the Agreement.
11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained
in the document CCC 04/2017 are hereby incorporated by reference and made a part of
this Agreement by this reference as if attached hereto.
12. TIMELINESS: Time is of the essence in this Agreement.
13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be
in compensation for all of Contractor's expenses incurred in the performance hereof,
including travel, per diem, and taxes, unless otherwise expressly so provided.
14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance
with the laws of the State of California.
15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if
these services or goods are obtained by means of a competitive bid, the Contractor shall
comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following
definitions:
1. "Public purchase" means a purchase by means of competitive bids of goods,
services, or materials by the State or any of its political subdivisions or public
agencies on whose behalf the Attorney General may bring an action pursuant to
subdivision (c) of Section 16750 of the Business and Professions Code.
2. "Public purchasing body" means the State or the subdivision or agency making a
public purchase. Government Code Section 4550.
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the
bid is accepted, it will assign to the purchasing body all rights, title, and interest in and
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to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec.
15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2
of Division 7 of the Business and Professions Code), arising from purchases of goods,
materials, or services by the bidder for sale to the purchasing body pursuant to the bid.
Such assignment shall be made and become effective at the time the purchasing body
tenders final payment to the bidder. Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or
settlement, a monetary recovery for a cause of action assigned under this chapter, the
assignor shall be entitled to receive reimbursement for actual legal costs incurred and
may, upon demand, recover from the public body any portion of the recovery, including
treble damages, attributable to overcharges that were paid by the assignor but were
not paid by the public body as part of the bid price, less the expenses incurred in
obtaining that portion of the recovery. Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such
demand, reassign the cause of action assigned under this part if the assignor has
been or may have been injured by the violation of law for which the cause of action
arose and (a) the assignee has not been injured thereby, or (b) the assignee declines
to file a court action for the cause of action. See Government Code Section 4554.
16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the
contractor acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and
shall fully comply with all applicable state and federal laws relating to child and family
support enforcement, including, but not limited to, disclosure of information and
compliance with earnings assignment orders, as provided in Chapter 8 (commencing
with section 5200) of Part 5 of Division 9 of the Family Code; and
b. The contractor, to the best of its knowledge is fully complying with the earnings
assignment orders of all employees and is providing the names of all new employees to
the New Hire Registry maintained by the California Employment Development
Department.
17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions
of this Agreement have force and effect and shall not be affected thereby.
18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions
funded by the Contract to qualified recipients of aid under Welfare and Institutions Code
Section 11200 in accordance with Pub. Contract Code §10353.
19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING
REQUIREMENTS:
a. If for this Contract Contractor made a commitment to achieve small business
participation, then Contractor must within 60 days of receiving final payment under this
Contract (or within such other time period as may be specified elsewhere in this
Contract) report to the awarding department the actual percentage of small business
participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran
business enterprise (DVBE) participation, then Contractor must within 60 days of
receiving final payment under this Contract (or within such other time period as may
be specified elsewhere in this Contract) certify in a report to the awarding department:
(1) the total amount the prime Contractor received under the Contract; (2) the name
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and address of the DVBE(s) that participated in the performance of the Contract; (3)
the amount each DVBE received from the prime Contractor; (4) that all payments
under the Contract have been made to the DVBE; and (5) the actual percentage of
DVBE participation that was achieved. A person or entity that knowingly provides
false information shall be subject to a civil penalty for each violation. (Mil. & Vets.
Code § 999.5(d); Govt. Code § 14841.)
20. LOSS LEADER: If this contract involves the furnishing of equipment, materials, or supplies
then the following statement is incorporated: It is unlawful for any person engaged in
business within this state to sell or use any article or product as a “loss leader” as defined
in Section 17030 of the Business and Professions Code. (PCC 10344(e)).
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Exhibit C.1: General Provisions – Information Technology (As Modified)
The following definitions apply to Exhibit C.1. All other capitalized terms shall have their
meanings set forth in Exhibit G.
1. DEFINITIONS: Unless otherwise specified in the Statement of Work, the following terms
shall be given the meaning shown, unless context requires otherwise.
a) “Application Program” means a computer program which is intended to be
executed for the purpose of performing useful work for the user of the information
being processed. Application programs are developed or otherwise acquired by the
user of the Hardware/Software system, but they may be supplied by the Contractor.
b) “Attachment” means a mechanical, electrical, or electronic interconnection to the
Contractor-supplied Machine or System of Equipment, manufactured by other than
the original Equipment manufacturer that is not connected by the Contractor.
c) “Business entity” means any individual, business, partnership, joint venture,
corporation, S-corporation, limited liability company, sole proprietorship, joint stock
company, consortium, or other private legal entity recognized by statute.
d) “Commercial Hardware” means Hardware developed or regularly used that: (i) has
been sold, leased, or licensed to the general public; (ii) has been offered for sale,
lease, or license to the general public; (iii) has not been offered, sold, leased, or
licensed to the public but will be available for commercial sale, lease, or license in
time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion
expressed in (i), (ii), or (iii) above and would require only minor modifications to meet
the requirements of this Contract.
e) “Commercial Software” means Software developed or regularly used that: (i) has
been sold, leased, or licensed to the general public; (ii) has been offered for sale,
lease, or license to the general public; (iii) has not been offered, sold, leased, or
licensed to the public but will be available for commercial sale, lease, or license in
time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion
expressed in (i), (ii), or (iii) above and would require only minor modifications to meet
the requirements of this Contract.
f) “Contract” means this Contract or Agreement (including any purchase order), by
whatever name known or in whatever format used.
g) “Contractor” means the Business Entity with whom the State enters into this
Contract. Contractor shall be synonymous with “supplier”, “vendor” or other similar
term.
h) “Data Processing System (System)” means the total complement of Contractor-
furnished Machines, including one or more central processors (or instruction
processors), Operating Software which are acquired to operate as an integrated
group.
i) “Deliverables” means Goods, Software, Information Technology,
telecommunications technology, Hardware, and other items (e.g. reports) to be
delivered pursuant to this Contract, including any such items furnished incident to the
provision of services.
j) “Designated CPU(s)” means for each product, if applicable, the central processing
unit of the computers or the server unit, including any associated peripheral units. If
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no specific “Designated CPU(s)” are specified on the Contract, the term shall mean
any and all CPUs located at the site specified therein.
k) “Documentation” means manuals and other printed materials necessary or useful
to the State in its use or maintenance of the Equipment or Software provided
hereunder. Manuals and other printed materials customized for the State hereunder
constitute Work Product if such materials are required by the Statement of Work.
l) “Equipment” is an all-inclusive term which refers either to individual Machines or to
a complete Data Processing System or Subsystem, including its Hardware and
Operating Software (if any).
m) “Goods” means all types of tangible personal property, including but not limited to
materials, supplies, and Equipment (including computer and telecommunications
Equipment).
n) “Hardware” usually refers to computer Equipment and is contrasted with Software.
See also Equipment.
o) “Installation Date” means the date specified in the Statement of Work by which the
Contractor must have the ordered Equipment ready (certified) for use by the State.
p) “Information Technology” includes, but is not limited to, all electronic technology
systems and services, automated information handling, System design and analysis,
conversion of data, computer programming, information storage and retrieval,
telecommunications which include voice, video, and data communications, requisite
System controls, simulation, electronic commerce, and all related interactions
between people and Machines.
q) “Machine” means an individual unit of Data Processing System or Subsystem,
separately identified by a type and/or model number, comprised of but not limited to
mechanical, electro-mechanical, and electronic parts, microcode, and special
features installed thereon and including any necessary Software, e.g., central
processing unit, memory module, tape unit, card reader, etc.
r) “Programming Aids” means Contractor-supplied programs and routines
executable on the Contractor’s Equipment which assists a programmer in the
development of applications including language processors, sorts, communications
modules, data base management systems, and utility routines (tape-to-disk routines,
disk-to-print routines, etc.).
s) “Program Product” means programs, routines, subroutines, and related items
which are proprietary to the Contractor and which are licensed to the State for its use,
usually on the basis of separately stated charges and appropriate contractual
provisions.
t) “Software” means an all-inclusive term which refers to any computer programs,
routines, or subroutines supplied by the Contractor, including Operating Software,
Programming Aids, Application Programs, and Program Products.
u) “State” means the government of the State of California, its employees and
authorized representatives, including without limitation any department, agency, any
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Authorized User participating in the MSA, or other unit of the government of the State
of California.
v) “System” means the complete collection of Hardware, Software and services as
described in this Contract, integrated and functioning together, and performing in
accordance with this Contract.
w) “U.S. Intellectual Property Rights” means intellectual property rights enforceable
in the United States of America, including without limitation rights in trade secrets,
copyrights, and U.S. patents.
2. SEVERABILITY: See MSA Exhibit C, Section 17.
3. COMPLIANCE WITH STATUTES AND REGULATIONS:
a) The State and the Contractor warrants and certifies that in the performance of this
Contract, it will comply with all applicable statutes, rules, regulations and orders of
the United States and the State of California. The Contractor agrees to indemnify the
State against any loss, cost, damage or liability by reason of the Contractors violation
of this provision.
b) The State will notify the Contractor of any such claim in writing and tender the
defense thereof within a reasonable time; and
c) The Contractor will have sole control of the defense of any action on such claim and
all negotiations for its settlement or compromise; provided that (i) when substantial
principles of government or public law are involved, when litigation might create
precedent affecting future State operations or liability, or when involvement of the
State is otherwise mandated by law, the State may participate in such action at its
own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a
settlement would impose liability on the State, affect principles of California
government or public law, or impact the authority of the State, the Department of
General Services will have the right to approve or disapprove any settlement or
compromise, which approval will not unreasonably be withheld or delayed and (iii) the
State will reasonably cooperate in the defense and in any related settlement
negotiations.
d) If this Contract is in excess of $554,000, it is subject to the requirements of the World
Trade Organization (WTO) Government Procurement Agreement (GPA).
e) To the extent that this Contract falls within the scope of Government Code Section
11135, the Contractor hereby agrees to respond to and resolve any complaint
brought to its attention, regarding accessibility of its products or services.
4. CONTRACTOR’S POWER AND AUTHORITY: See MSA Exhibit C, Section 5.
5. WAIVER OF RIGHTS: Any action or inaction by the State or the failure of the State on
any occasion, to enforce any right or provision of the Contract, shall not be construed to
be a waiver by the State of its rights hereunder and shall not prevent the State from
enforcing such provision or right on any future occasion. The rights and remedies of the
State herein are cumulative and are in addition to any other rights or remedies that the
State may have at law or in equity.
6. DELIVERY: The Contractor shall strictly adhere to the delivery and completion
schedules specified in this Contract. Time, if stated as a number of days, shall mean
calendar days unless otherwise specified. The quantities specified herein are the only
quantities required. If the Contractor delivers in excess of the quantities specified herein,
the State shall not be required to make any payment for the excess Deliverables, and
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may return them to Contractor at the Contractor’s expense or utilize any other rights
available to the State at law or in equity.
7. INSPECTION, ACCEPTANCE AND REJECTION: See Exhibit F, Sections 4(e) and (f).
8. SAMPLES:
a) Samples of items may be required by the State for inspection and specification
testing and must be furnished free of expense to the State. The samples furnished
must be identical in all respects to the products bid and/or specified in the Contract.
b) Samples, if not destroyed by tests, may, upon request made at the time the sample is
furnished, be returned at the Contractor’s expense.
9. WARRANTY:
a) Unless otherwise specified in the Statement of Work, the warranties in this
subsection a) begin upon delivery of the goods or services in question and end one
(1) year thereafter. The Contractor warrants that (i) Deliverables and services
furnished hereunder will substantially conform to the requirements of this Contract
(including without limitation all descriptions, specifications, and drawings identified in
the Statement of Work), and (ii) the Deliverables will be free from material defects in
materials and workmanship. Where the parties have agreed to design specifications
(such as a Detailed Design Document) and incorporated the same or equivalent in
the Statement of Work directly or by reference, the Contractor will warrant that it’s
Deliverables provide all material functionality required thereby. In addition to the other
warranties set forth herein, where the Contract calls for delivery of Commercial
Software, the Contractor warrants that such Software will perform in accordance with
its license and accompanying Documentation. The State’s approval of designs or
specifications furnished by Contractor shall not relieve the Contractor of its
obligations under this warranty.
b) The Contractor warrants that Deliverables furnished hereunder (i) will be free, at the
time of delivery, of harmful code (i.e. computer viruses, worms, trap doors, time
bombs, disabling code, or any similar malicious mechanism designed to interfere with
the intended operation of, or cause damage to, computers, data, or Software); and (ii)
will not infringe or violate any U.S. Intellectual Property Right. Without limiting the
generality of the foregoing, if the State believes that harmful code may be present in
any Commercial Software delivered hereunder, the Contractor will, upon the State’s
request, provide a new or clean install of the Software.
c) Unless otherwise specified in the Statement of Work:
i. The Contractor does not warrant that any Software provided hereunder is error-
free or that it will run without immaterial interruption.
ii. The Contractor does not warrant and will have no responsibility for a claim to the
extent that it arises directly from (A) a modification made by the State, unless
such modification is approved or directed by the Contractor in writing, (B) use of
Software in combination with or on products other than as specified by the
Contractor, or (C) misuse by the State.
iii. Where the Contractor resells Commercial Hardware or Commercial Software it
purchased from a third party, Contractor, to the extent it is legally able to do so,
will pass through any such third party warranties to the State and will reasonably
cooperate in enforcing them. Such warranty pass-through will not relieve the
Contractor from Contractor’s warranty obligations set forth above.
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d) All warranties, including special warranties specified elsewhere herein, shall inure to
the State, its successors, assigns, customer agencies, and governmental users of the
Deliverables or services.
e) Except as may be specifically provided in the Statement of Work or elsewhere in this
Contract, for any breach of the warranties provided in this Section, the State’s
exclusive remedy and the Contractor’s sole obligation will be limited to:
i. re-performance, repair, or replacement of the nonconforming Deliverable
(including without limitation an infringing Deliverable) or service; or
ii. should the State in its sole discretion consent, refund of all amounts paid by the
State for the nonconforming Deliverable or service and payment to the State of
any additional amounts necessary to equal the State’s Cost to Cover. “Cost to
Cover” means the cost, properly mitigated, of procuring Deliverables or services
of equivalent capability, function, and performance. The payment obligation in
subsection (e)(ii) above will not exceed the limits on the Contractor’s liability set
forth in Exhibit A, Section 24.
f) EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, THE
CONTRACTOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. SAFETY AND ACCIDENT PREVENTION: In performing work under this Contract on
State premises, the Contractor shall conform to any specific safety requirements
contained in the Contract or as required by law or regulation. The Contractor shall take
any additional precautions as the State may reasonably require for safety and accident
prevention purposes. Any violation of such rules and requirements, unless promptly
corrected, shall be grounds for termination of this Contract in accordance with the default
provisions hereof.
11. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
a) In the event any Deliverables furnished or services provided by the Contractor in the
performance of the Contract should fail to conform to the requirements herein, or to
the sample submitted by the Contractor, the State may reject the same, and it shall
become the duty of the Contractor to reclaim and remove the item promptly or to
correct the performance of services, without expense to the State, and immediately
replace all such rejected items with others conforming to the Contract.
b) In addition to any other rights and remedies the State may have, the State may
require the Contractor, at Contractor’s expense, to ship Deliverables via air freight or
expedited routing to avoid or minimize actual or potential delay if the delay is the fault
of the Contractor.
c) In the event of the termination of the Contract, either in whole or in part, by reason of
default or breach by the Contractor, any loss or damage sustained by the State in
procuring any items which the Contractor agreed to supply shall be borne and paid
for by the Contractor (but subject to the clause set forth in Exhibit A, Section 24).
d) The State reserves the right to offset the reasonable cost of all damages caused to
the State against any outstanding invoices or amounts owed to the Contractor or to
make a claim against the Contractor therefore subject to Exhibit A, Section 24.
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12. TAXES: Unless otherwise required by law, the State of California is exempt from Federal
excise taxes. The State will only pay for any State or local sales or use taxes on the
services rendered or Goods supplied to the State pursuant to this Contract.
13. CONFIDENTIALITY OF DATA: All financial statistical, personal, technical and other data
and information relating to the State’s operation which are designated confidential by the
state and made available to the Contractor in order to carry out this Contract, or which
become available to the Contractor in carrying out this Contract, shall be protected by
the Contractor from unauthorized use and disclosure through the observance of the
same or more effective procedural requirements as are applicable to the State. The
identification of all such confidential data and information as well as the State's
procedural requirements for protection of such data and information from unauthorized
use and disclosure shall be provided by the State in writing to the Contractor. If the
methods and procedures employed by the Contractor for the protection of the
Contractor's data and information are deemed by the State to be adequate for the
protection of the State's confidential information, such methods and procedures may be
used, with the written consent of the State, to carry out the intent of this paragraph. The
Contractor shall not be required under the provisions of this paragraph to keep
confidential any data or information which is or becomes publicly available, is already
rightfully in the Contractor's possession without obligation of confidentiality, is
independently developed by the Contractor outside the scope of this Contract, or is
rightfully obtained from third parties.
14. PROTECTION OF PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA:
a) Subject to the California Public Records Act, the State agrees that all material
appropriately marked or identified in writing as proprietary, and furnished hereunder
are provided for the State’s exclusive use for the purposes of this Contract only.
b) The State will ensure, prior to disposing of any media, that any licensed materials
contained thereon have been erased or otherwise destroyed.
c) The State agrees that it will take appropriate action by instruction, agreement or
otherwise with its employees or other persons permitted access to licensed software
and other proprietary data to satisfy its obligations in this Contract with respect to
use, copying, modification, protection and security of proprietary software and other
proprietary data.
15. RIGHT TO COPY OR MODIFY:
a) Any Software Product provided by the Contractor in machine-readable form may be
copied, in whole or in part, in printed or machine-readable form for use by the State
with the designated CPU, to perform one-time benchmark tests, for archival or
emergency restart purposes, to replace a worn copy, to understand the contents of
such machine- readable material, or to modify the Software Product as provided
below; provided, however, that no more than the number of printed copies and
machine-readable copies as specified in the Statement of Work will be in existence
under this Contract at any time without prior written consent of the Contractor. Such
consent shall not be unreasonably withheld by the Contractor. The original, and any
copies of the Software Product, in whole or in part, which are made hereunder shall
be the property of the Contractor.
b) The State may modify any non-personal computer Software Product, in machine-
readable form, for its own use and merge it into other program material. Any portion
of the Software Product included in any merged program material shall be used only
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on the designated CPUs and shall be subject to the terms and conditions of the
Contract.
16. ENCRYPTION/CPU ID AUTHORIZATION CODES:
a) When Encryption/CPU Identification (ID) authorization codes are required to operate
the Software Products, the Contractor will provide all codes to the State with delivery
of the Software.
b) In case of inoperative CPU, the Contractor will provide a temporary encryption/CPU
ID authorization code to the State for use on a temporarily authorized CPU until the
designated CPU is returned to operation.
c) When changes in designated CPUs occur, the State will notify the Contractor via
telephone and/or facsimile/e-mail of such change. Upon receipt of such notice, the
Contractor will issue via telephone and/or facsimile/e-mail to the State within 24
hours, a temporary encryption ID authorization code for use on the newly designated
CPU until such time as permanent code is assigned.
17. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY:
a) Contractor will indemnify, defend, and save harmless the State, its officers, agents,
and employees, from any and all third party claims, costs (including without limitation
reasonable attorneys’ fees), and losses for infringement or violation of any U.S.
Intellectual Property Right by any product or service provided hereunder. With
respect to claims arising from computer Hardware or Software manufactured by a
third party and sold by Contractor as a reseller, Contractor will pass through to the
State such indemnity rights as it receives from such third party (“Third Party
Obligation”) and will cooperate in enforcing them; provided that if the third party
manufacturer fails to honor the Third Party Obligation, Contractor will provide the
State with indemnity protection equal to that called for by the Third Party Obligation,
but in no event greater than that called for in the first sentence of this Section). The
provisions of the preceding sentence apply only to third party computer Hardware or
Software sold as a distinct unit and accepted by the State.
Unless a Third Party Obligation provides otherwise, the defense and payment
obligations set forth in this Section will be conditional upon the following:
i. The State will notify the Contractor of any such claim in writing and tender the
defense thereof within a reasonable time; and
ii. The Contractor will have sole control of the defense of any action on such claim
and all negotiations for its settlement or compromise; provided that (a) when
substantial principles of government or public law are involved, when litigation
might create precedent affecting future State operations or liability, or when
involvement of the State is otherwise mandated by law, the State may participate
in such action at its own expense with respect to attorneys’ fees and costs (but
not liability); (b) where a settlement would impose liability on the State, affect
principles of California government or public law, or impact the authority of the
State, the Department of General Services will have the right to approve or
disapprove any settlement or compromise which approval will not unreasonably
be withheld or delayed; and (c) the State will reasonably cooperate in the defense
and in any related settlement negotiations.
b) Should the Deliverables, or the operation thereof, become, or in the Contractor’s
opinion are likely to become, the subject of a claim of infringement or violation of a
U.S. Intellectual Property Right, the State shall permit the Contractor, at its option
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and expense, either to procure for the State the right to continue using the
Deliverables, or to replace or modify the same so that they become non-infringing. If
none of these options can reasonably be taken, or if the use of such Deliverables by
the State shall be prevented by injunction the Contractor agrees to take back such
Deliverables and make every reasonable effort to assist the State in procuring
substitute Deliverables. If, in the sole opinion of the State, the return of such
infringing Deliverables makes the retention of other Deliverables acquired from the
Contractor under this Contract impractical, the State shall then have the option of
terminating such Contracts, or applicable portions thereof, without penalty or
termination charge. The Contractor agrees to take back such Deliverables and refund
any sums the State has paid the Contractor less any reasonable amount for use or
damage.
c) The Contractor shall have no liability to the State under any provision of this clause
with respect to any claim of patent, copyright or trade secret infringement which is
based upon:
i. The operation of Equipment furnished by the Contractor under the control of any
Operating Software other than, or in addition to, the current version of Contractor-
supplied Operating Software; or
ii. The modification initiated by the State, or a third party at the State’s direction, of
any Deliverable furnished hereunder; or
iii. The combination or utilization of Software furnished hereunder with non-
contractor supplied Software.
d) The Contractor certifies that it has appropriate systems and controls in place to
ensure that State funds will not be used in the performance of this Contract for the
acquisition, operation or maintenance of computer Software in violation of copyright
laws.
18. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the
form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any
agent or representative of the Contractor, to any officer or employee of the State with a
view toward securing the Contract or securing favorable treatment with respect to any
determinations concerning the performance of the Contract. For breach or violation of
this warranty, the State shall have the right to terminate the Contract, either in whole or
in part, and any loss or damage sustained by the State in procuring on the open market
any items which the Contractor agreed to supply shall be borne and paid for by the
Contractor. The rights and remedies of the State provided in this clause shall not be
exclusive and are in addition to any other rights and remedies provided by law or in
equity.
19. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: See MSA Exhibit C,
Section 11.
20. FOUR DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-
Digit Date Compliant (as defined below) Deliverables and/or services to the State. “Four
Digit Date Compliant” Deliverables and services can accurately process, calculate,
compare, and sequence date data, including without limitation date data arising out of or
relating to leap years and changes in centuries. This warranty and representation is
subject to the warranty terms and conditions of this Contract and does not limit the
generality of warranty obligations set forth elsewhere herein.
21. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it
complies with the applicable requirements of the Electronic Waste Recycling Act of
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2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public
Resources Code. The Contractor shall maintain documentation and provide reasonable
access to its records and documents that evidence compliance.
22. USE TAX COLLECTION: In accordance with PCC Section 10295.1, the Contractor
certifies that it complies with the requirements of Section 7101 of the Revenue and
Taxation Code. Contractor further certifies that it will immediately advise the State of any
change in its retailer’s seller’s permit or certification of registration or applicable affiliate’s
seller’s permit or certificate of registration as described in subdivision (a) of PCC Section
10295.1.
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Exhibit D: Insurance Requirements
1. PROOF OF INSURANCE
Contractor shall provide proof of insurance, in the form of a certificate to the Authorized
User. Insurance companies must be acceptable to DGS, Office of Risk Management
(ORIM). If self-insured, review of financial information may be required.
2. GENERAL PROVISIONS APPLYING TO ALL POLICIES
a. Coverage Term – Coverage needs to be in force for the complete term of the
contract. If insurance expires during the term of the contract, a new certificate must be
received by the State prior to the expiration of this insurance. Any new insurance must
still comply with the original terms of the contract.
b. Policy Cancellation or Termination & Notice of Non-Renewal – Contractor is
responsible to notify the State within five business days before the effective date of
any cancellation, non-renewal, or material change that affects required insurance
coverage rendering Contractor in breach of the contract. In the event Contractor fails
to keep in effect at all times the specified insurance coverage, the State may, in
addition to any other remedies it may have, terminate this Contract upon the
occurrence of such event, subject to the provisions of this Contract.
c. Deductible – Contractor is responsible for any deductible or self-insured retention
contained within their insurance program.
d. Primary Clause – The general liability insurance contained in this contract shall be
primary, and not excess or contributory, to any other insurance carried by the State.
e. Insurance Carrier Required Rating – All insurance companies must carry an AM
Best rating of note less than A- (minus) financial category VII. If the Contractor is self-
insured for a portion or all of its insurance, and public reports are not readily available,
review of financial information may be required upon request.
f. Endorsements – Any required endorsements requested by the State must be
physically attached to all requested certificates of insurance and not substituted by
referring to such coverage on the certificate of insurance.
g. Inadequate Insurance – Inadequate or lack of insurance does not negate the
contractor obligations under the contract.
h. Available Coverages/Limits - All coverage and limits available to the contractor shall
also be available and applicable to the State.
i. Subcontractors - In the case of Contractor utilization of subcontractors to complete
the contracted scope of work, Contractor shall include all subcontractors as insured’s
under Contractor and insurance or supply evidence of insurance to The State equal to
policies, coverages and limits required of Contractor. The State has the right to accept
lower limits appropriate for the services being subcontracted.
3. COMMERCIAL GENERAL LIABILITY
Contractor shall maintain, at Contractor’s expense, and keep in effect during the term of
this Contract, Commercial General Liability Insurance covering bodily injury, and property
damage. This insurance shall include personal and advertising injury liability, products,
completed operations, and contractual liability coverage. Coverage shall be written on an
occurrence basis in an amount not be less than $1,000,000 per occurrence. Annual
aggregate limit shall not be less than $2,000,000. The State of California, its officers,
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agents, and employees are to be covered as additional insureds with respect to
liability arising out of work or operations.
4. AUTO LIABILITY
By signing this Agreement, the Contractor certifies that the Contractor and any
employees, subcontractors or servants possess valid automobile coverage in accordance
with California Vehicle Code Sections 1 6 4 5 0 to 1 6 4 5 7, inclusive. The State reserves the
right to request proof at any time.
5. WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY
Workers’ Compensation insurance as required by the State of California, with Statutory
Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease. Policy shall be endorsed to include waiver of
subrogation in favor of State of California.
6. PROFESSIONAL LIABILITY
Contractor shall maintain, at Contractor’s expense, and keep in effect during the term of
this Contract, Professional Liability Insurance covering any damages caused by an error,
omission or any negligent acts including third party losses, related to the services to be
provided under this contract by the Contractor and Contractor’s subcontractors, agents,
officers and employees in an amount of not less than $1,000,000 per occurrence, incident
or claim. Annual aggregate limit shall not be less than $2,000,000.
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Exhibit E: Fees and Costs
1. FEES AND COSTS
The fees and costs based on pricing provided in Exhibit E.1: Service Pricing and Exhibit
E.2: Equipment and Software Pricing will be invoiced in accordance with Exhibit B. The
amounts deposited into Authorized User’s Demand Deposit Account (DDA) will be gross
receipts and net of refunds and reversals.
2. VISA AND MASTERCARD INTERCHANGE ASSESSMENT RATES
The Visa and MasterCard interchange assessment pricing specified is subject to
fluctuations. These rates are outside of the control of the State of California and the
Contractor. Both increases and decreases in these rates are to be passed on to the
Authorized Users of this Agreement in the form of changes in the official interchange
assessment rates from VISA and MasterCard by the Contractor. Contractor will send, as
promptly as possible, to each Authorized User, or designee, and to the DGS Contract
Administrator, notices documenting all pricing adjustments resulting from the official
changes in interchange assessment rates. The following sites provide the most up-to-date
interchange assessment rates as they occur.
• MasterCard Interchange Rates:
http://www.mastercard.com/us/merchant/support/interchange_rates.html
• Visa Interchange Rates:
https://usa.visa.com/support/small-business/regulations-fees.html
3. EQUIPMENT PRICING
Upon request, Contractor will provide equipment and software pricing and specification
sheets on an annual basis in the format and delivery method specified by DGS. Once
these prices are negotiated and approved by DGS, this information will be posted along
with the respective contracts on the State’s Procurement Portal (Cal eProcure). Posting of
price lists allows the Authorized Users access to both service and equipment/software
pricing so Authorized Users can conduct a complete cost analysis based on their
organization’s individual requirements. Authorized Users may negotiate pricing lower than
the maximum pricing listed on the Contractor’s Price Sheet.
Price declines shall be effective immediately upon any public notification of the decline. All
prices quoted shall be firm fixed maximum for the initial price list period. However, should
a price decline be announced by the Contractor after contract award, and prior to an
Authorized User utilizing the services, then the Contractor shall use the reduced pricing.
4. CONVENIENCE/SERVICE FEES
a. Authorized Users, at their discretion, may elect to have the Contractor or Service
Provider charge a convenience and/or service fee to the cardholder (paying parties) to
offset the processing fees charged to the Authorized User. Assessment of the
convenience and/or service fee occurs at the time of the transaction. Use of
Convenience and/or service fees should be addressed by each Authorized User in
their individual Subsidiary Agreement.
The convenience and/or service fee to be charged to Cardholders for transactions
processed will be mutually agreed upon by Contractor or Service Provider and
Authorized User. If the Authorized User is using the Contractor for convenience and/or
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service fees, the amount of the convenience and/or service fee may be adjusted in the
Subsidiary Agreement, at any time, upon the mutual agreement of Contractor and the
Authorized User. Contractor shall not charge Authorized User a fee in consideration
for processing the convenience and/or service fee. Any amendment to the
convenience and/or service fee assessed by the Contractor must be agreed upon by
the Authorized User and Contractor.
Convenience and/or service fees are subject to the constraints of the card
associations, card companies, Merchant Category Codes (MCC), business
requirements of Authorized Users and, in some instances, by State regulations and/or
laws. In general, card payments, and specific card brands, may not be disadvantaged
at the point-of-sale relative to other payment.
State and Local Use:
• May only be charged by Authorized Users in certain fee programs based on
Association Rules, Merchant Category Code (MCC) and the business requirements
of Authorized Users.
• Must be paid to and managed by the Contractor, or if requested by the Authorized
User and approved by Contractor, paid to and managed by a Service Provider
retained by the Authorized User (pursuant to Exhibit H, Section 14). If Authorized
User chooses to use a Service Provider, Authorized User acknowledges that all
fees will be settled into a DDA established by the Service Provider, and Contractor
will charge the Service Provider for all fees due and owing for such
Convenience/Service Fee transactions. Notwithstanding the foregoing, Authorized
User shall be fully liable for any Contractor’s fees provided for in this Agreement.
• Convenience and/or service fee and underlying transaction must be submitted and
processed as two separate transactions.
• Authorized Users who qualify for the American Express Public Sector Program
(outlined in Chapter 34 of the Operating Guide) may elect to participate in the
program, provided that the Authorized Users also participate in the
Government/Public Institution Service Fees (GPISF) (outlined in Chapter 14 of the
Operating Guide).
Local Use Only:
• May be paid to or managed by the Authorized User, Contractor, or Service
Provider (as outlined above).
• Convenience and/or service fee and underlying transaction may be combined into
a single transaction, if allowed by local user.
b. Contractor providing convenience and/or service fee services agrees to all of the
following:
• Contractor must provide option to assess or not assess a convenience fee.
• Support convenience and/or service fee policies and variations in convenience fees
at the individual Authorized User level while remaining in compliance with credit
and debit card Association regulations.
• Support convenience and/or service fee assessment with each type of payment
channel provided within this contract (IVR, point of sale, internet, etc.).
• Separate the Convenience and/or service fee from any payment that is owed by a
Cardholder to Authorized User and paid through a payment transaction. Separate
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Convenience and/or service fees from other fees when invoicing the Authorized
User.
• Provide Authorized User access to reports detailing all processed transactions.
• Provide Cardholder the opportunity to make payments to the Authorized User by
credit card through both an interactive telephone voice response system (“IVR”)
and Internet interface.
• On behalf of Authorized User, collect and process Authorized User Payments from
Cardholders using the American Express Card, MasterCard, VISA, and
Discover Card.
• Provide Authorized User payment transactions to the appropriate card
organizations through Contractor and Contractor shall settle the Authorized User’s
payments to the Authorized User’s designated bank account. Contractor shall
retain all convenience and/or service fees collected by it hereunder after paying all
fees owed in connection with payment transactions to the appropriate parties.
• Confirm the dollar amount of all cardholder’s authorized payments and the
corresponding convenience and/or service fees to be charged to Cardholder and
obtain the Cardholder’s approval (electronic or otherwise) of such charges prior to
initiating credit authorizations.
• Provide cardholder with electronic confirmation of card transactions.
• Electronically transmit all card transactions to all parties involved, in real time as
the transactions occur.
• Arrange for a unique line merchant description for the Authorized payment that
references the name of Authorized User and arrange for a separate unique line
merchant description for the convenience and/or service fee that references
Contractor and the nature of the fee.
• Upon request by the Authorized User, assign to Authorized User one or more
identification numbers or passwords for Authorized User’s use in obtaining the card
services. Once such identification number(s) or password(s) have been delivered
to Authorized User by Contractor, the use and confidentiality of such numbers
and/or passwords shall be the sole responsibility of Authorized User.
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Exhibit E.1: Service Pricing
Category 1: Credit and Debit Card Service Pricing (Tier Pricing based on Transactions)
Pricing for all Authorized Users during the first year of this Agreement is Tier 1 identified in the table below. Future MSA pricing will be
determined using the methodology identified below in Pricing Disclosure.
Service Pricing:
Services Unit
Tier 1
# of
Transactions
Range:
1-125,000,000
Tier 2
# of
Transactions
Range:
125,000,001-
150,000,000
Tier 3
# of
Transactions
Range:
150,000,001-
175,000,000
Tier 4
# of
Transactions
Range:
175,000,001-
200,000,000
Tier 5
# of
Transactions
Range:
200,000,001+
Authorization Fee Per Transaction $0.025 $0.024 $0.023 $0.022 $0.02
AMEX Authorization
Fee
(Pass Through
Cost Per
Transaction)
$0.025 $0.024 $0.023 $0.022 $0.02
Chargeback Fee Per Transaction $5.00 $5.00 $5.00 $5.00 $5.00
Voice Authorization Per Transaction $0.75 $0.75 $0.75 $0.75 $0.75
Cybersource Gateway
& Processing (Transit
Only)
Per Transaction $0.03 $0.03 $0.03 $0.03 $0.03
Foreign Network Fee
(IP SSL) Per Transaction $0.03 $0.03 $0.03 $0.03 $0.03
Converge
Tokenization Per Transaction $0.05 $0.04 $0.03 $0.02 $0.01
Pricing Disclosure
Category 1: Credit and Debit Card Service Pricing (Tier Pricing based on Transactions)
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Beginning on the Agreement Effective Date, all Authorized Users collectively under the MSA will be assigned to Tier 1, as identified on
Exhibit E.1 - Service Pricing. The Transactions included in the Transaction count are the aggregate number of all Visa, MasterCard,
Discover, and debit transactions processed by Contractor for all Authorized Users. Once annually, one (1) month prior to the anniversary
date, Contractor will review the combined Authorized Users’ Transaction count data for the prior twelve (12) months and, upon the first
day of the month following the annual anniversary date, will apply the applicable pricing tier to all Authorized Users. The State will issue
an amendment, reflecting the effective Tier.
American Express counts are not included in determining the tiers, however, their pricing will be adjusted and mirror that of the Visa,
MasterCard, Discover and debit transactions.
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Exhibit E.2: Equipment and Software Pricing
Equipment Pricing:
Equipment Type
(Terminals, POS, Pin Pads, Printers,
Imprinter)
Description
Elavon
Product
Code
MSRP Unit Price
(1-49) Unit Price (50+)
1. Smart Terminals/POS
Talech Moby M120 Smart terminal MB120 $621.00 $589.95 $558.90
Poynt 5 Wi-Fi Smart terminal PYT5 $308.00 $292.60 $277.20
Newland 910 Smart terminal N910 $539.00 $512.05 $485.10
2. Pin Pads
Ingenico Desk 1500 Pin Pad D150 $189.00 $179.55 $170.10
Ingenico Link 2500 Pin Pad L250 $189.00 $179.55 $170.10
Ingenico Lane 3000 Pin Pad LAN300 $259.00 $246.05 $233.10
Ingenico Lane 5000 Pin Pad LAN500 $399.00 $369.05 $259.10
3. Terminal (Desktop)
Ingenico Desk 3500 Terminal D350 $229.99 $218.49 $206.99
Ingenico Desk 5000 Terminal D500 $431.00 $406.45 $387.90
4. Wireless Terminals
Ingenico Move 5000 4G1 Wireless Terminal M500U $499.00 $474.05 $449.10
SIM Card SIM Card 250SC $10.00 $10.00 $10.00
Monthly Wireless Fee Monthly Wireless
Access Fee
$20.00 $20.00 $20.00
Ingenico Move 5000 Bluetooth Bluetooth M500B $499.00 $474.05 $449.10
Ingenico Move 5000 with Charging Base Bluetooth and 4G M500BTP $606.00 $575.70 $545.40
5. Printers
Star 300 (Bluetooth) SM300 $343.00 $309.00 $309.00
Star 230i Bluetooth SM230 $332.00 $299.00 $299.00
Star 654 (USB) SP364 $325.00 $308.75 $292.50
Star 143 (LAN) SP143 $325.00 $308.75 $292.50
Imprinters IMPR $21.00 $21.00 $21.00
1 Note: Wireless Terminal requires SIM Card and Monthly Wireless Fee
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Software Pricing:
Software Description MSRP Unit Price (1-49) Unit Price (50+) Monthly Fee
Gateways Gateways Licensing $199.00 $149.00 $149.00 $5.00
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Exhibit E.3: Equipment Specifications
1. Smart Terminals/POS
Specification Talech Moby M120 Poynt 5 Wi-Fi Newland 910
Picture:
Elavon Product
Code:
MB120 PYT5 N910
Brand/Model
Number:
Ingenico: PMT-808-
08862B
P0501 N7G-G77DXE0000
Description: Tablet POS provides
enterprise-class
features, including
Corning® Gorilla®
Glass with a
capacitive
touchscreen, a long
battery life (7,000
mAh) and seamless
high-volume
payment acceptance
capabilities.
Wireless, handheld
smart terminal
designed for a fast,
easy, and delightful
mobile checkout
experience.
Customizable and
scalable, offering
easy integration
with many existing
POS systems.
State-of-the-art smart
POS. Everything
you need to process
payments through
different methods
and dramatically
simplify the whole
payment process.
Color: Black Black Gray
Dimensions: 350 x 207 x 18.5 mm
12” (Screen size)
76.3 mm x 154.0 mm
x 25.4 mm
190mm (L) x 81mm
(W) x 54.9mm (H)
Weight: 1130g (tablet without
POS)
201.6g 440g including
battery
Connector: WiFi
Bluetooth
WiFi
Bluetooth
WiFi
Bluetooth
Additional Feature:
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2. Pin Pads
Specification Ingenico Desk
1500
Ingenico Link
2500
Ingenico Lane
3000
Ingenico Lane
5000
Picture:
Elavon Product
Code:
D150 L250 LAN300 LAN500
Brand/Model
Number:
Ingenico:
PPD34311368C
Ingenico:
PMF30910412A
Ingenico:
PRD30310878B
Ingenico:
PRB32611578I
Description: The compact
Desk/1500 fits
easily on any
counter, with
options for
either a
mounted or
unmounted
terminal to suit
the available
desktop
space.
Featuring a
pocket-sized,
light weight and
robust design
the Link/2500
is the perfect
business
acceptance
point for mobile
solutions.
Designed for
retail usage, the
Lane/3000 is
featured
with a heavy-duty
magstripe and
smartcard
readers
optimized to
boost transaction
speeds. Its very
large
dedicated
contactless card
reader zone
speeds up
checkout times
for customers.
With its compact
and
robust design, it
integrates into
any retail
environment.
Conceived for
intensive retail
usage, the
Lane/5000
features a
durable
signature -
capacitive
screen, heavy-
duty magstripe
and smartcard
readers
optimized for
transaction
speed.
Color: Black Black Black Black
Dimensions: 7.08x3.26x1.69'' 5.07 x 2.75 x
0.67''
3.26’’ x 7.08’’ x
1.69
7.4’’ x 4.3’’ x
1.9’’
Weight: 8.95 oz 5.46 oz 8.89 oz 12.3 oz
Connector: • USB • USB Type C • USB
• Serial
• USB
• Serial
Additional
Feature:
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3. Terminals (Desktop)
Specification Ingenico Desk
3500
Ingenico Desk
5000
Picture:
Elavon Product
Code:
D350 D500
Brand/Model
Number:
Ingenico:
PCD30010305R
Ingenico:
DES500-
USELA04A
Description: Featuring intuitive
card readers and
applications
menu, it provides
a seamless
payment
experience.
The responsive
keypad improves
PIN entry
combined with the
advanced outer
casing make the
Desk/5000 very
robust, to suit with
the most
demanding
situations.
Color: Black Black
Dimensions: 7.3x2.6x3.2x2.6'' 7.3x2.6x3.2x2.6''
Weight: 12 oz 12 oz
Connector: • USB
• Serial
• USB
• Power Supply
Additional
Feature:
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4. Wireless Terminals
Specification Ingenico Move
5000 4G
Ingenico Move
5000 Bluetooth
Ingenico Move
4G & Bluetooth
with Charging
Base
Picture:
Elavon Product
Code:
M500U M500B M500BTP
Brand/Model
Number:
Ingenico:
PWB32011420R
Ingenico
PWB32011466R
Ingenico
Description: Designed for both
indoor and
outdoor use, the
Move/5000 4G is
the perfect
business
companion
for hospitality,
retail and small
merchants,
creating a
seamless mobile
shopping
experience.
Designed for both
indoor and
outdoor use, the
Move/5000
Bluetooth is the
perfect business
companion
for hospitality,
retail and small
merchants,
creating a
seamless mobile
shopping
experience.
Ingenico Move
5000 with
Charging Base.
Power supply and
Terminal.
Connectivity to
Bluetooth,
Ethernet, phone,
and 4G. Great for
an additional
charging area
where social
distancing is in
place.
Color: Black Black Black
Dimensions: 6.6x3.1x2.2" 6.6x3.1x2.2" 6.7x3.2 1 x 2.3”
Weight: 11 oz 11 oz 13oz
Connector: • USB
• Power Supply
• USB
• Power Supply
8. USB, IP,
Bluetooth,
& 4G
9. Power
Supply
Additional
Feature:
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5. Printers
Specification Star 300
Bluetooth
Star 230i
Bluetooth
Star 654 (USB) Star 143 (LAN)
Picture:
Elavon
Product Code:
SM300 SM230 SP364 SP143
Brand/Model
Number:
Star:
39634010-
SMT300I-
DB50
Star:
39632110-
SMS230I-
UB40
Star:
39449670-
TSP654IIU-24
Star: 39464910-
TSP143IIILAN
Description: Bluetooth
Receipt and
Label printer
with Auto-
Reconnect
A compact,
lightweight,
high-speed
two inch
Bluetooth
and USB
portable
printer.
Direct Thermal
Kiosk, Tablet
POS and
Traditional
POS Receipt
Printers.
Software-driven
thermal POS
receipt printer to
provide an immediate
plug & play application.
Color: Gray / Black Dark Gray Dark Gray or Ultra
White
Dimensions: 120 x 130.5 x
58.3 120 x
132.2 x 58.3
1.7 x 3.1 x
4.5”
142 x 203.5 x
132
142 x 204 x 132mm
Weight: 442g 7.65oz 1.60kg 1.68kg
Connector:
Additional
Feature:
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Exhibit F: Equipment and Software
1. EQUIPMENT & SOFTWARE
Each Authorized User is responsible for defining its equipment and software needs,
desired operating objectives, and desired operating environment under this MSA.
Authorized Users will work with their designated Contractor to determine the appropriate
equipment and software needs to meet their specific business and system requirements.
When purchasing or disposing of equipment, State Authorized Users must adhere to all
applicable state laws, regulations, policies, best practices, and purchasing authority
requirements, California Codes, Code of Regulations, State Administrative Manual,
Management Memos, State Contracting Manual and Purchasing Authority Manual.
2. GENERAL STATEMENT OF WORK
Contractor shall provide all Point of Sale (POS) equipment and software as needed to
implement new or upgrade current system in terms of functionality and technical
architecture at the rates provided in Exhibit E.2: Equipment and Software Pricing. All
references to software herein are to software provided by Contractor hereunder, and not
to third party software acquired or used by an Authorized User.
a. Newly Manufactured Goods
All purchased equipment, including components and accessories, under this MSA
shall be newly manufactured equipment. Used or reconditioned equipment is
prohibited except as a replacement provided at no cost and only after the one-year
warranty period has expired.
b. POS Equipment Implementation Plans
Contractor staff will map, migrate, test and clean-up the essential data required for the
POS System to function; complete training of Authorized User’s staff; and other tasks
necessary for use of the POS System by the Authorized User. The Implementation
Plan for the POS equipment will address discovery1, installation instructions, training,
testing and certification.
Contractor shall coordinate with Authorized Users to develop an implementation
schedule to determine that Authorized Users have all the appropriate supplies, space,
and time required for the discovery, installation, training, and testing.
c. Service Provider Back-end System Software
Contractor must successfully integrate the POS equipment between Authorized User’s
internal system and their affected locations.
d. POS System Architecture Software Requirements
At no additional cost to the Authorized User, Contractor shall:
• Provide new versions, upgrades, modifications and enhancements of Software.
• Make necessary modifications, adjustments, and repairs to keep the software
operating without interruptions, to correct latent deficiencies with respect to the
1 Method used to clearly understand and document the technology, business issues, and
resources required to successfully implement all or part of an electronic payment acceptance
system.
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software specifications, and to comply with applicable federal laws and regulations.
Contractor must provide advanced written notice of scheduled interruptions or
maintenance to Authorized Users and maintenance should occur during Authorized
User’s non-business hours. The software must be available at a minimum of 99.9%
of the time (excluding maintenance downtime).
• Provide software modifications for operation with the infrastructure for the term of
the contract.
• Provide new versions of the software to keep the Authorized User abreast of the
Contractor’s current software product. Notification of major software releases and a
summary of system enhancements or revisions will be provided with new software
releases. Documentation must describe, in a user-friendly manner, what the
Authorized User needs to know to understand each level on which the software
operates.
• Provide modifications and enhancements that (1) will be delivered installed or
installable, on the Authorized User’s system, (2) must operate without program
interruptions and (3) must provide the functions as required by the specifications
and as described by documentation supplied by the Contractor.
e. POS Equipment Authentication Software
The Contractor shall provide the software necessary for authentication and
initialization so that the device is recognized by the Authorized User’s system. The
software must be pre-loaded to the device, allowing the device to initialize to the back
end.
f. Integrated Front-end POS System Work Stations
• The Contractor shall develop an Integrated Front-end POS System Work Stations
and Peripherals plan that documents interchangeability, re-configuration of latest
revisions or versions, and delivery requirements for spares.
• All equipment and software shall be configured to the latest revision or version.
• All equipment and software shall be interchangeable with their corresponding
device.
g. POS Replacement Plan
The Contractor shall work with Authorized Users to develop a Scheduled Replacement
Plan that documents what equipment gets replaced, when it gets replaced, the
logistics of removal and installation, and the required testing. After initial warranty
period, under the scheduled replacement plan, Authorized Users shall have the option
of replacing equipment with an identical unit at the lower of the market price at time of
replacement or with a compatible yet more capable unit at the current market price, if
such a unit exists. The cost of replacement after initial warranty period and after the
equipment meets the minimum service life, shall be borne by the Authorized User
under a scheduled replacement plan.
h. Maintenance and Repair Support
The Contractor must provide maintenance and repair support twenty-four (24) hours
per day, 365 days per year to assist the Authorized User in optimizing its POS
equipment. The Contractor shall provide a wide range of services from telephone to
on-site support, equipment exchange according to the Authorized User’s equipment
type, and enable efficient problem resolution with experienced on-site and remote
technical support. On-site technical support is dependent upon the Authorized User’s
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Subsidiary Agreement and upon mutual agreement between the Authorized User and
Contractor.
The Contractor shall have repair policies and procedures in place to prevent illegal
activity during the repair process. All parts, equipment, and firmware must be up-to-
date and readily available. In addition, only authorized components may be used.
i. Warranty
The Contractor (not the manufacturer) shall provide a one-year warranty for all
equipment/software newly purchased from the Contractor. The Contractor’s obligation
shall be to repair or replace the defective product during the warranty period at no
charge to the Authorized User. The cost of replaced devices during the one-year
warranty period shall be borne by the Contractor. Such repair or replacement will be
rendered by the Contractor or by one of its authorized repair depots. Cost for shipment
of said products to the Contractor shall be paid by the Contractor. The Contractor will
then ship the repaired/replaced product to the Authorized User, at no cost to the
Authorized User. Repaired products will be warranted for the remainder of the original
one-year warranty period from the date of original retail purchase. Equipment replaced
with new equipment will start a new one-year warranty period at the time of
installation.
The Contractor may replace the defective product (or any part thereof) with any
product that is substantially equivalent (or superior) in all material respects to the
defective product.
j. Exchange Services
The Contractor will provide exchange support Monday through Friday from 8:00 a.m.
through 5:00 p.m. PST. Contractor will ship replacement the same day support call is
received and schedule next day delivery to the Authorized User. If call is received after
3:00 p.m. PST, replacement is shipped the following business day. Shipping and
return of equipment shall be provided at no additional cost to the Authorized User.
k. Delivery
All prices offered shall be F.O.B. destination, freight prepaid by the Contractor, to the
ordering agency’s final receiving point. Responsibility and liability for loss or damage
for all orders shall remain with the Contractor until final inspection and acceptance,
when all responsibility shall pass to the ordering agency, except the responsibility for
latent defects, fraud, and the warranty obligations.
Deliveries are to be made to the location specified on the individual order, which may
include but is not limited to, inside buildings, high-rise office buildings, and receiving
docks.
Delivery of ordered product shall be completed within thirty (30) calendar days (or
sooner) after receipt of an order, unless otherwise agreed to by the ordering agency.
Since receiving hours for each ordering agency will vary by facility, it will be the
Contractor’s responsibility to check with each facility for their specific delivery hours
before delivery occurs.
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The Contractor must notify the ordering agency within forty-eight (48) hours of
scheduled delivery time if delivery cannot be made within the time frame specified on
the order.
3. SECURITY STANDARDS
All equipment and software must meet the following security standards as applicable: PCI
Compliance, POS Compliance Security, P2PE certified, POS Physical Security, POS
Decommissioning Security, and POS Deployment, Repair and Tracking Security.
a. POS Compliance Security
• The Contractor shall adhere to applicable PCI standards and procedures to ensure
the following:
• The POS device has been tested and it is an approved Tamper-Resistant Security
Module (TRSM) (approved as a TRSM by the network or PCI standards company).
• The device has been inspected for tampering before the encryption keys are
injected.
• At a minimum a D U K P T or Triple D E S key that was created under the principles of
dual control and split knowledge has been injected into the device before Personal
Identification Numbers (PINs) are entered. (Dual Control means that at least two
authorized individuals are required to work in partnership to carry out an activity,
such as generating, storing, or loading the clear text components of a key. Split
Knowledge means that no single individual knows, or has access to, a whole entity,
be it all the clear-text components of a key, or the combination of a safe where key
components are stored.) Asymmetric cryptography is recommended.
• Each device will have unique keys.
b. POS Physical Security
Contractors shall adhere to security measures during storage, servicing and shipping
to ensure that the POS machine is properly managed and protected in a way that
addresses and manages risks of attacks against it. These security measures manage
and protect against theft and illegal modification. These measures shall also protect
the cardholder’s PIN entry privacy. POS devices should be inventoried and placed in
secured, locked and monitored areas.
c. POS Deployment, Repair and Tracking Security
The Contractor shall ensure that applicable PCI standards and procedures will cover
terminal inventory and tracking controls during all phases of its lifecycle:
• the manufacturing phase; while in transit and testing; the key injection process and
the installation commissioning process; operation (Authorized User phase); and
• when offline - storage, repair or inactivity periods.
d. POS Decommissioning Security
Contractor shall provide training and technical support to enable Authorized Users to
“Zero” POS devices due for decommissioning, if such decommissioning is possible
with the equipment chosen. Decommissioned POS devices have their cryptographic
keys safely removed when the terminal is de-installed and the device is then
“zeroized” with no remaining encryption keys or data contained within them. Certain
equipment may need to be returned to Contractor for decommissioning at the
Authorized User’s cost.
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4. OTHER PROVISIONS
a. Buy Back Program
The Contractor shall offer Authorized Users a large-scale buyback and upgrade
program, providing for the return marketable equipment towards purchase discounts or
upgrade to newer technology, on a case-by-case basis.
b. Recycling
Contractor will issue call tags for returned and/or swapped equipment for the State.
Equipment will be returned to Contractor’s designated facility at the cost of the
contractor and will be processed pursuant to the recycle/disposal laws applicable to
the location of the Contractor’s facility.
c. Equipment Recall
Contractor will notify Authorized Users if a purchased item is affected by a product
recall. Contractor will provide instructions on how to return or replace the equipment
at no additional cost to the Authorized User.
d. Substitutions
Substitution of contracted deliverables require advanced written consent of the
Authorized User.
e. Inspection
All deliverables may be subject to final inspection, test and acceptance by the
Authorized User at destination, notwithstanding any payment or inspection at source.
f. Damaged and Defective Items
Contractor will provide credit and/or replacement for freight-damaged or defective
items at no charge within forty-eight (48) business hours, or as agreed upon by
Authorized User, after the Authorized User provides notification. This also includes
incorrect products shipped or an order entry error by the Contractor’s customer service
representative. The Contractor cannot require the Authorized User to deal directly with
the manufacturer. Additionally, the Contractor shall provide the Authorized User with a
prepaid and self-addressed label for the return of the item.
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Exhibit G: Definitions
Term Definition
1. Adjustments A debit or credit to a Cardholder or Authorized User account to
correct a transaction error.
2. Affiliate Any entity that controls, is controlled by, or is under common
control of a party, including its subsidiaries.
3. Agreement The Master Service Agreement (“MSA”) which includes the Std.
213 form, all Exhibits and all mutually agreed upon
amendments thereto.
4. Associations or
Payment Networks
Any:
(a) Credit Card Association (defined as (i) Visa.; (ii)
MasterCard; (iii) American Express;
(iv) Discover Network; and any successor organization or
association to any of the foregoing);
(b) E F T Network (defined as (i) Interlink Network Inc.,
Maestro U.S.A., Inc., STAR Networks, Inc., NYCE
Payments Network, LLC, PULSE Network LLC,
ACCEL/Exchange Network, Alaska Option Services
Corporation, Armed Forces Financial Network, Credit
Union 24, Inc., NETS, Inc., and SHAZAM, Inc.; and any
successor organization or association to any of the
foregoing);
(c) ECS Association (defined as Visa (in its operation of the
Visa POS Check Service),
N A C H A and any regional ACH association or network,
the Federal Reserve (in its processing of ACH entries or
Demand Drafts or other legal replacements or substitutes
for a Paper Check, including under the Check Clearing
for the 21st Century Act or under applicable provisions of
the Uniform Commercial Code; and any successor
organization or association to any of the foregoing)
5. Association Rules or
Payment Networks
Rules (or Payment
Network Regulations)
The rules, regulations, releases, interpretations and other
requirements (whether contractual or otherwise) imposed or
adopted by Associations designated in this Agreement.
6. Authorization The process by which the Authorized User requests approval of
a transaction from the issuer by electronically accessing
Contractor’s computerized system, unless such system is
inoperable or otherwise not accessible, in which case the
Authorized User shall utilize the designated toll-free telephone
number, to obtain credit approval from the Card issuing bank
before completion of the Card transaction.
7. Authorized User (i) State of California government agencies that participate in
this MSA (“State Authorized Users”), and (ii) Local government
agencies that participate in this MSA (“Local Authorized
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Term Definition
Users”), as further defined in Exhibit A, Section 1 or 12 of the
MSA.
8. Authorized User
Resources
All equipment, communications devices, databases, services,
systems and other resources that Authorized User maintains or
operates in Authorized User’s or its third party hosting
provider’s locations and which enable Authorized User to
access and use the Services.
9. Automated Clearing
House (ACH)
The funds transfer system governed by the rules of NACHA.
ACH allows financial institutions to clear interbank entries
electronically.
10. Bank An institution offering financial services, such as the
safekeeping of money, conversion of domestic into and from
foreign currencies, lending of money at interest, and
acceptance of bills of exchange.
11. Bankruptcy
Proceeding
With respect to an entity, (i) that the entity or any subsidiary of
such entity will: (a) commence a voluntary case under the
Bankruptcy Code of 1978, as amended, or other federal
bankruptcy laws (as now or hereafter in effect); (b) file or be
subject to a petition seeking to take advantage of any other
applicable state or federal laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts or any other similar
conservatorship or receivership proceeding instituted or
administered by any regulatory agency or body; (c) consent to
or fail to contest, in a timely and appropriate manner, any
petition filed against it in an involuntary case under such
bankruptcy laws or other applicable laws; (d) apply for or
consent to, or fail to contest in a timely and appropriate manner,
the appointment of, or the taking of possession by, a trustee,
receiver, custodian, liquidator, or similar entity of such entity or
of all or any substantial part of its assets, domestic or foreign;
(e) admit in writing its inability to pay its debts as they become
due; (f) make a general assignment for the benefit of creditors;
(g) make a conveyance fraudulent as to creditors under any
applicable state or federal laws; or (h) take any action for the
purpose of effecting any of the foregoing; or (ii) that a case or
other proceeding will be commenced against the entity or any
subsidiary of such entity in any court of competent jurisdiction,
or through any regulatory agency or body, seeking: (x) relief
under the Bankruptcy Code of 1978, as amended, or other
federal bankruptcy laws (as now or hereafter in effect) or under
any other applicable laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or
composition, or adjustment of debts; or (y) the appointment of a
trustee, receiver, custodian, liquidator or the like of such entity
or of all or any substantial part of the assets, domestic or
foreign, of such entity or any other similar conservatorship or
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Term Definition
receivership proceeding instituted or administered by any
regulatory agency or body.
12. Batch A grouping of transactions captured by the Authorized User and
submitted to their Acquirer for settlement and funding. A batch
is usually an entire day’s activity.
13. Business Day A day (other than Saturday or Sunday) on which Banks are
generally open for business.
14. Cancels When an Authorized User stops a transaction before the
transaction has been sent to the processor through a
settlement.
15. Card Brands (i) Visa; (ii) Mastercard; (iii) American Express Travel Related
Services Company, Inc.; (iv) Discover Network; (v) Diners Club
International Ltd.; (vi) JCB International Co., Ltd.; (vii) China
UnionPay Co., Ltd; and (viii) any other organization or
association that hereafter contracts with Contractor to
authorize, capture, and settle Transactions effected with Credit
Cards issued or sponsored by such organization or association,
and any successor organization or association to any of the
foregoing.
16. Card Not Present The processing environment where the Payment Device is not
physically presented to Authorized User by the Cardholder as
the form of payment at the time of the Transaction.
17. Card or Payment
Device
As any device or method used for the purpose of obtaining
credit or debiting a designated account including a credit card
(associated with a revolving line of credit), debit card
(associated with an electronic debit to the Cardholder’s
account), and any other financial transaction device or method,
including an Electronic Gift Card (special stored value card),
check (whether converted into electronic form or used as a
source document for an electronic fund transfer), electronic
benefits transfer card, stored value card, “smart” card, or other
device created to be used for the purpose of obtaining credit or
debiting a designated account, that is now or hereafter effected
through Charges with Authorized Users.
18. Cardholder The individual whose name appears on the Card or in whose
name a Card has been issued, and any person who purports to
be an authorized user of such Card.
19. Cardholder Data The meaning is stated in the Payment Card Industry (PCI) Data
Security Standard (DSS) and Payment Application Data
Security Standard (PA-DSS) Glossary of Terms, Abbreviations,
and Acronyms.
20. Charge See Transaction definition.
21. Chargeback The procedure by which the funds from a Sales Draft or other
indicia of a Card transaction (or disputed portion thereof) are
returned to the cardholder by the issuing bank. The Payment
Network will debit the Servicers the chargeback amount to
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Term Definition
make the issuer whole. The Servicers in turn will recoup the
chargeback amount from the Authorized User.
22. Contractor Elavon, or its affiliates providing services hereunder.
23. Convenience Fee A fee assessed to the Cardholder for an added convenience of
the use of a payment card in a transaction in accordance with
the Payment Networks Rules.
24. Credit Card A card or device bearing the symbol of any Card Brand and
associated with a revolving line of credit that can be used to
purchase goods and services from Authorized User or to pay an
amount due to Authorized User.
25. Credit Voucher The evidence of a refund or price adjustment by the State or
Authorized User to a Cardholder's Card account in connection
with a prior purchase by such Cardholder using a Card,
regardless of whether the form of such evidence is in paper,
electronic, or otherwise.
26. Customer A client of Authorized User who elects to conduct a payment
Transaction with Authorized User through presentation of a
Payment Device (including a Cardholder).
27. Data Breach Unauthorized access to, use, disclosure or exfiltration of any
Cardholder Data or Transaction Information provided by
Authorized User and received by Contractor in connection with
Authorized User’s use of the Services under the Agreement.
28. Debit Card A card or device bearing the symbols of one or more EFT
Networks or Card Brands, which may be used to purchase
goods and services from Authorized User or to pay an amount
due to Authorized User by an electronic debit to the
Cardholder’s designated deposit account. A “Debit Card”
includes (i) a card or device that bears the symbol of a Card
Brand and may be used to conduct signature-based, offline
debit Transactions; and (ii) a card or device that bears the
symbol of an EFT Network and can be used to conduct PIN-
based, online debit Transactions.
29. Demand Deposit
Account (DDA)
The commercial checking account at an ACH participating
financial institution designated by Authorized User to facilitate
payment for Transactions, Chargebacks, returns, adjustments,
fees, fines, penalties, assessments and charges from the
Payment Networks, and other payments due under the
Agreement.
30. Discover DFS Services LLC
31. Discover Network The payment network operated and maintained by Discover.
32. EFT Networks (i) Interlink Network Inc., Maestro U.S.A., Inc., STAR Networks,
Inc., NYCE Payments Network, LLC, PULSE Network LLC,
ACCEL/Exchange Network, Alaska Option Services
Corporation, Armed Forces Financial Network, Credit Union 24,
Inc., NETS, Inc., and SHAZAM, Inc.; and (ii) any other
organization or association that hereafter authorizes Contractor
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Term Definition
or a third party designated by Authorized User to authorize,
capture, and settle Transactions effected with Debit Cards, and
any successor organization or association to any of the
foregoing.
33. Elavon Data Breach A Data Breach that (i) originated within data operating systems
controlled by Elavon, (ii) occurred due to a breach of the
Agreement by Elavon, (iii) was not attributable to any act or
omission of Authorized User or its Service Providers, and (iv)
does not relate to any Authorized User provided data in user
defined fields not required by Elavon or used to perform the
Services.
34. Elavon Materials The specifications, documentation, application programing
interfaces (APIs) and other interfaces, nonpublic or proprietary
data import routines, sample code and materials provided to
Authorized User to enable Authorized User to perform its
obligations or exercise its rights under the Agreement, including
integration to the Services.
35. Electronic Gift Card
(EGC)
A special stored value card provided by or on behalf of
Authorized User that is redeemable for merchandise, services
or other Transactions.
36. Equipment Purchased Equipment and other devices, equipment and
hardware provided to Authorized User under the Agreement.
37. Excessive Activity The occurrence, during any monthly period, of Chargebacks or
Retrieval Requests in excess of 1% of the gross dollar amount
of Authorized User’s Transactions or returns in excess of 2.5%
of the gross dollar amount of Authorized User’s Transactions.
38. Gateway The transfer of information between a payment portal (such as
a website, mobile phone or interactive voice response service)
and the Front-End Processor or acquiring bank.
39. Gateway Services The hosted gateway services provided by Contractor, as further
described in the Operating Guide.
40. Government/Public
Institution Service
Fees (GPISF)
The fee charged by Elavon or Authorized User, at Authorized
User’s election, to Customers conducting Eligible Transactions
(as defined in the Operating Guide) where Authorized User is
operating in an eligible MCC. GPISF include fees referred to as
a “service fee”, where the fee is processed as a separate
Transaction from the underlying purchase or payment
Transaction.
41. Intellectual Property
Rights
Worldwide patents, trade secrets, copyrights, trademarks,
service marks, trade names, and all other intellectual property
rights and proprietary rights, including all rights or causes of
action for infringement or misappropriation of any of the
foregoing.
42. Issuer The financial institution or other entity that issued the Credit
Card or Debit Card to the Cardholder.
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Term Definition
43. Laws All applicable local, state, and federal statutes, regulations,
ordinances, rules, and other binding law in effect from time to
time.
44. Local Governmental
Agency
Any city and/or county, district, or other local governmental
body or corporation, including the California State Universities
(CSU) and University of California (UC) systems, K-12 schools
and community colleges empowered to expend public funds).
45. Marks Names, logos, service marks, trademarks, trade names,
taglines, or other proprietary designations belonging to the
Associations.
46. Mastercard MasterCard International Incorporated
47. Operating Guide Contractor’s Operating Guide (formerly the “Merchant Operating
Guide” or “MOG”), located at www.mypaymentsinsider.com and
https://www.merchantconnect.com/CWRWeb/pdf/MOG_Eng.pdf
(or such other website that Contractor may specify), that
prescribes rules and procedures governing Transactions and
Authorized User’s use of the Services.
48. Payment Device Any device or method used for the purpose of obtaining credit
or debiting a designated account including a Credit Card, Debit
Card, and any other financial transaction device or method to
be used for the purpose of obtaining credit or debiting a
designated account.
49. Payment Gateway See Gateway definition.
50. Payment Network Any Card Brand, EFT Network, ECS Association or automated
clearing house association, governmental agency or authority,
and any other entity or association that issues or sponsors a
Payment Device or PayPal Payment Device (as defined in the
Operating Guide) or operates a network on which a Payment
Device is processed.
51. Payment Network
Regulations
See Association Rules or Payment Networks Rules (or
Payment Network Regulations) definition.
52. PCI-DSS The Payment Card Industry Data Security Standards.
53. Point to point
encryption (P2PE)
A solution that allows enterprises to create secure
communication links between devices or components within
those devices that prevent intermediate devices from having
exposure to sensitive information that is transiting the network.
54. POS Device A terminal, software or other point-of-sale device at an
Authorized User location that conforms to the requirements
established from time to time by Contractor and the applicable
Payment Network.
55. Processing Services Services other than Gateway Services.
56. Purchased Equipment The devices, equipment and hardware purchased by
Authorized User from Contractor under the terms of the
Agreement.
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Term Definition
57. Retrieval A request that occurs when a Cardholder requests more
information about a transaction or a legible copy of the signed
Sales Draft or Transaction Receipt.
58. Return or Reversal A financial transaction used to negate or cancel a transaction.
59. Sales Draft or
Transaction Receipt
Evidence of a purchase of goods or services by a Cardholder
from the Authorized User using a Card, regardless of whether
the form of such evidence is in paper, electronic or otherwise,
all of which must conform to Association Rules.
60. Security Programs The PCI-DSS, including the Cardholder Information Security
Program (CISP) of Visa, the Site Data Protection Program
(SDP) of Mastercard, the Data Security DISC Program and the
PCI-DSS regulations of Discover Network, and the security
programs of any other Payment Network, and any modifications
to, or replacements of, such programs that may occur from time
to time.
61. Service Provider Any entity that stores, processes, transmits or accesses
Cardholder Data or Transaction Information on behalf of
Authorized User or that provides software to Authorized User
for transaction processing, storage, or transmission, except to
the extent such services are performed by the entity in its
capacity as a third-party contractor of Contractor performing
Contractor’s obligations under the Agreement. Contractor third-
party contractors are not Service Providers.
62. Services The services Contractor provides to Authorized User pursuant
to the Agreement.
63. Settlement The process of submitting transactions to a Contractor for
processing, and the subsequent transferring funds for sales and
credits between Contractors and Issuers, including the final
debiting of a Cardholder's account and crediting an Authorized
User’s account.
64. Settlement Account or
ZBA or DDA
An account at a financial institution designated by the
Authorized User as the account to be credited by Servicers for
Card transactions, and other amounts due hereunder.
65. Servicers Collectively Contractor and Bank.
66. State Governmental
Agency
Any State of California governmental agency, department,
bureau, board or commission within the Executive and Non-
Executive Branches of California State Government.
• State Judicial Branch: Justices, officers, and employees of
the Supreme Court of California, the Courts of Appeal, the
Judicial Council of California and the State BAR of
California.
• State Legislative Branch: Members of the State Senate,
Members of the State Assembly, and Legislative staff
members.
67. Subsidiary Agreement The Authorized User’s duly executed Std. 213, or appropriate
equivalent contract form for Local Authorized Users, and any
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Term Definition
attachments or amendments thereto, describing the selected
MSA services and any particular requirements of the Authorized
User.
68. Substitutions The action of replacing something with another thing.
69. Transaction Any action between Authorized User and a Cardholder or
Payment Network that results in transmission of Cardholder
Data or Transaction Information (e.g. payment, purchase,
refund, return, chargeback, authorization request, settlement
submission, transaction inquiry, decryption, conversion to and
from tokens).
70. Transaction
Information
Any data or information resulting from a Transaction.
Transaction Information includes payment processing-related
transactional information that may be collected or stored by
Contractor, including the price paid for products or services,
date, time, approval, unique transaction number, store identifier,
and Customer bank information relating to a Transaction.
71. United States The United States of America.
72. Updates All updates, revisions, patches, fixes, new releases, and other
improvements or changes to any Services provided to
Authorized User under the Agreement.
73. Users Authorized User’s employees or contractors designated by
Authorized User to access and use the Services.
74. Visa Visa U.S.A., Inc.
75. Voids A transaction that is canceled after it has been authorized but
before it has been settled.
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Exhibit H: Special Terms and Conditions
1. SERVICES AGREEMENT
The Agreement governs Authorized User’s receipt and use of the Services selected by
Authorized Users in the Subsidiary Agreement or Set Up Form.
2. OPERATING GUIDE
In addition to the terms of the Agreement, Authorized User will comply with the
Operating Guide (https://www.merchantconnect.com/CWRWeb/pdf/MOG_Eng.pdf)
applicable to each selected Service. Contractor may change the Operating Guide by
providing the State’s Contract Administrator with at least thirty (30) days prior written
notice of the change. However, in the event of changes in the Association Rules or due
to security reasons, certain changes in Card procedures may become effective on
shorter notice. If Contractor changes their Operating Guide during the term of the
Agreement, and such changes are not mandated by an Association or governing body of
rules or guidelines, the change will be subject to review and approval by the State and
Authorized User within sixty (60) days of receipt of change notice. Failure of the State or
Authorized Users to object, and continuation of Card acceptance hereunder, will
constitute the State’s and Authorized Users’ acceptance of the new Operating Guide.
The State and/or any Authorized User may provide notice to terminate for convenience
as provided in Exhibit A, Section 28, if any changes to Operating Guide and/or
Association Rules are unacceptable. While it is intended that the Operating Guide will
supplement this Exhibit H, if there is any conflict between the terms of this Agreement
and the Operating Guide, the terms of this Agreement will govern.
Terms in the Operating Guide which conflict with this Agreement, California laws, and
regulations will not apply. Furthermore, the State and Authorized Users shall not be
bound by any terms and conditions in the Operating Guide or “click-through” terms and
conditions that provide for (i) arbitration, (ii) the indemnification of any party, (iii) the
governing law or venue requirements, (iv) the waiver of any applicable statute of
limitations period, (v) that incorporate any terms or conditions by reference, or (vi) any
term or condition that conflicts with the terms and conditions of this Agreement.
3. AUTHORIZED USER AFFILIATES
Authorized User Affiliates may use the Services so long as they comply with all restrictions,
obligations, and requirements imposed on Authorized Users.
4. TERMINATION
a. Right to Terminate:
Contractor has the right to send the Authorized User a notice specifying the default in
the following sections (i) - (iv) and providing the Authorized User an opportunity to
cure the breach within a period of time no less than thirty (30) days (Cure Period). If
the breach is not cured within the Cure Period, then Contractor has the right to
terminate the Subsidiary Agreement by notice to the Authorized User, with
termination to be effective no less than thirty (30) days following the end of the Cure
Period.
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i. Excessive Activity;
ii. The acceptance of Card Not Present or Convenience Fee Transactions without
inclusion in the Subsidiary Agreement or an amendment to the Subsidiary
Agreement;
iii. Authorized User has failed to pay Contractor an undisputed amount owed to
Contractor under the Subsidiary Agreement (in which case, the Cure Period shall
be extended to sixty (60) days);
iv. Authorized User failed to perform a material obligation under the Agreement.
b. Contractor may terminate the Subsidiary Agreement immediately in writing if any of
the following occur:
i. The levy, garnishment or attachment of the DDA, or any of Local Authorized
User’s property in Contractor’s possession;
ii. Any change, not approved by Contractor, that constitutes a material change in the
types of goods or services Contractor sells or in the methods by which Contractor
sells them, or any change that results in Authorized User’s violation of
Contractor’s underwriting policy;
iii. Any Payment Network or application of Payment Network Regulations requires
Contractor to terminate the Agreement or cease processing Transactions for an
Authorized User;
iv. Assignment of the Subsidiary Agreement without Contractor’s written consent;
v. The commencement of a Bankruptcy Proceeding by or against the Authorized
User;
vi. Any representation by the Authorized User in Exhibit H, Section 12 is false or
misleading in any material respect as of the date made or becomes false or
misleading in any material respect at any time during the Term of the Subsidiary
Agreement.
vii. The occurrence of a Data Incident as described in Exhibit H, Section 16(e).
5. ACCOUNT CLOSING
a. Authorized User acknowledges that closing Authorized User’s account with
Contractor may take up to thirty (30) calendar days following Contractor’s receipt of
written notice of account closing.
b. All obligations of a party regarding Transactions serviced prior to termination will
survive termination.
6. USERS; ACCESS; SECURITY OF PASSWORDS AND USER IDs
a. Authorized User will be responsible for the distribution of all passwords and user IDs
issued to any User and for maintaining the confidentiality and security of User’s
passwords and user IDs. Authorized User will ensure that the access granted to each
User to the Services is limited to only the access and information necessary for the
User to perform his or her job functions on behalf of Authorized User. Authorized
User will ensure that all Users will be trained and qualified to access and use the
Services in accordance with the terms of the Agreement and the Operating Guide.
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Authorized User is responsible for its Users’ compliance with the terms of the
Agreement, the Operating Guide, and for all use of any user ID and password other
than by Contractor or Contractor’s third-party contractors or use by third-parties of
user IDs and passwords obtained by such third parties from Contractor or
Contractor’s third-party contractors.
b. Authorized User will not, and will ensure that its Users do not:
i. Access or use the Services for any purposes other than for its own internal
business purposes (except as authorized by Contractor) as disclosed to
Contractor in writing;
ii. modify, reverse engineer, disassemble or decompile any part of the Services or
Elavon Materials;
iii. knowingly transmit any data that contains software viruses, time bombs, worms,
Trojan horses, spyware, disabling devices, malicious code, or other harmful or
deleterious computer code, files or programs to or through the Services; provided,
that Authorized User will use commercially reasonable measures (at least industry
standard) to screen for the foregoing;
iv. interfere with or disrupt the servers or networks connected to or providing the
Services;
v. remove, change or obliterate the copyright, trademark or other proprietary
protection legends or notices that appear in connection with access to and use of
the Services or any Elavon Materials; or
vi. re-sell, republish, download, frame or transmit the Services or Elavon Materials,
including in order to act as a consultant for any third party or, unless otherwise
permitted under the Agreement, as a service bureau, outsourcing or application
service provider for any third parties, or otherwise allow any third party to use or
access the Services.
c. Authorized User is responsible for changing the user IDs and passwords of its Users
if it believes that any of those user IDs or passwords have been stolen or might
otherwise be misused and for disabling any User’s IDs and passwords promptly upon
the termination of employment of such User or the cessation of such User’s need to
access the Services. Authorized User will promptly notify Contractor if Authorized
User believes the Services or Contractor’s databases have been compromised by
use of a user ID or password associated with the Services.
7. FEES
a. Compensation: Authorized User will compensate Contractor for all fees and other
amounts due for the Services and Equipment in accordance with the Contract
Exhibits B and E.
b. Other Amount Owed: To the extent not prohibited by law, Authorized User will be
responsible for any fines, penalties, assessments, or charges by the Payment
Networks (including all fines, penalties, assessments, or charges by the Payment
Networks as a result of an Authorized User’s violation of Payment Network
Regulations), attributable to the Agreement (other than those directly attributable to
Contractor’s acts or omissions).
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c. Taxes: If a Local Authorized User is a tax-exempt entity, Local Authorized User will
provide Contractor with an appropriate certificate of tax exemption. If no certificate is
provided, the Local Authorized User will pay all taxes and other charges imposed by
any governmental authority on the Services and Equipment provided under the
Agreement.
d. Demand Deposit Account: Authorized User will establish and maintain one (1) or
more DDAs to facilitate payment to Contractor in accordance with Exhibit B, Section
1. Contractor has the right to rely on written instructions submitted by Authorized
User requesting changes to the DDA. If Authorized User changes the DDA, the ACH
authorizations established under this Subsidiary Agreement will apply to the new
account, and Authorized User will provide Contractor such information regarding the
new DDA as Contractor deems necessary to effect debits from or credits to the DDA
as provided under the Subsidiary Agreement. It may take Contractor up to ten (10)
business days after Contractor’s receipt of a written notice from Authorized User to
reflect in Contractor’s system any change to Authorized User’s DDA.
8. MODIFICATIONS AND DISCONTINUANCE OF SERVICES
Contractor may modify the Services or particular components of the Services from time
to time and will use commercially reasonable efforts to notify Authorized User of any
material modifications. If Contractor ceases to make a Service selected by Authorized
User generally available to its merchant customers (a “Discontinued Service”),
Contractor may cease providing such Discontinued Service to Authorized User upon one
hundred eighty (180) days’ advance written notice. Contractor will negotiate an
amendment to the MSA to incorporate the modification or discontinuance of services. If
new terms that materially conflict with or supplement existing terms are necessary for
operation, Contractor will deliver such new terms to the State to negotiate an
amendment to the MSA incorporating said terms.
9. COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS
a. General: Contractor and Authorized User will comply with all Laws and Payment
Network Regulations applicable to the selected Services.
b. Office of Foreign Assets Control Compliance: Authorized User acknowledges that
Contractor is an entity governed by the Laws of the United States of America and as
such, cannot provide any products or services to Authorized User or its Customers
that contravene the Laws of the United States of America, including the Laws
promulgated by OFAC or the United States Department of the Treasury or any
successor thereto.
c. Export Laws Compliance: Authorized User will comply with all United States export
Laws governing the export and re-export of hardware, software or technology
applicable to the Services and Equipment, including United States Department of
State International Traffic In Arms Regulations (ITAR), United States Foreign Corrupt
Practices Act, United States Commerce Department’s Export Administration
Regulations, OECD Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions, and Laws promulgated by OFAC or the United
States Department of the Treasury or any successor thereto. Authorized User will
not, and will not request Contractor to, export, directly or indirectly, any technical data
pursuant to the Subsidiary Agreement or any product using any such data to any
country for which the United States Government or any agency thereof at the time of
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export requires an export license or other governmental approval without first
obtaining such license or approval.
d. Customer Identification: To help the United States Government fight the funding of
terrorism and money laundering activities, federal law requires financial institutions
and their affiliates to obtain, verify, and record information that identifies each person
who opens an account. Accordingly, Authorized User will provide certain information
and identifying documents requested by Contractor to allow Contractor to identify
Authorized User.
10. CONFIDENTIALITY; DATA SECURITY AND USE
a. Data Security and Use:
i. Security Programs Compliance: Contractor and Authorized User will each
comply with the applicable requirements of the Security Programs.
ii. PCI-DSS Attestation: Authorized User may review Contractor’s current PCI-DSS
compliance status on the Payment Network websites as available. Contractor will
undergo an annual assessment of its compliance with the Security Programs and,
if applicable to the Services provided under the Agreement, the Payment
Application Data Security Standards. If Authorized User requires additional
information, Contractor will work with Authorized User to provide information as
mutually agreed to by both parties.
iii. Elavon Data Breach: If an Elavon Data Breach occurs, then Contractor will
comply with all Laws and Payment Network Regulations with respect to such
Elavon Data Breach, including providing the required reporting and forensic audits
to the Payment Networks, and, unless prohibited by law enforcement or the
Payment Networks, will inform Authorized User of such Elavon Data Breach.
Contractor will not pass-through or require Authorized User to be liable to
Contractor for any fees, fines, penalties, assessments, or charges levied against
Contractor by the Payment Networks in connection with an Elavon Data Breach.
Unless otherwise required or directed under Law, the Payment Network
Regulations, or a Payment Network, Contractor will not (i) contact or inform any
Customer of whose data may have been the subject of an Elavon Data Breach of
the occurrence of the Elavon Data Breach, or (ii) publicly disclose that information
provided by Authorized User to Contractor was the subject in any part of an
Elavon Data Breach. If Contractor is legally obligated or the Payment Network
Regulations or Payment Networks require Contractor to contact Customers as
part of an Elavon Data Breach, Contractor will limit the notices to such Customers
to those required by the legal obligation, the Payment Network Regulations, or the
Payment Networks, or as approved by Authorized User.
iv. Cardholder Data and Transaction Information:
a) Contractor and Authorized User will ensure the security of Cardholder Data
and Transaction Information in accordance with all Laws and Payment
Network Regulations. Contractor and Authorized User will retain Cardholder
Data and Transaction Information for the duration required by Laws and the
Payment Network Regulations and thereafter will destroy, in a manner that will
render the information unreadable, all such information that is no longer
necessary or appropriate to maintain for ordinary business purposes.
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b) Authorized User will not disclose Cardholder Data to any third party, except to
a Service Provider, unless required by Laws or the Payment Network
Regulations. Authorized User will not retain or store magnetic stripe or
CVV2/CVC2/CID data after authorization for any purpose. After authorization,
Authorized User will retain only the Customer account number, name, and
card expiration date if Authorized User has a reasonable business purpose to
retain such information and is otherwise in compliance with the Agreement. If
there is a failure or other suspension of Authorized User’s business
operations, including any Bankruptcy Proceeding, Authorized User will not sell,
transfer, or disclose Cardholder Data to third parties, and Authorized User will
(a) return this information to Contractor, or (b) provide acceptable proof of
destruction of this information to Contractor.
c) Contractor acknowledges that Authorized User may collect information about
Authorized User’s Customers as part of an Authorized User sales transaction
(e.g., price paid, time, store identifier, SKU information) regardless of the
Customer’s payment type and not in connection with the Services, and that the
Agreement does not restrict Authorized User’s retention, use or disclosure of
such information even though some of that information may overlap with
elements of Transaction Information.
d) Unless otherwise prohibited by Law, any applicable regulations, Payment
Network Regulations, Payment Networks, or PCI DSS, Cardholder Data,
Transaction Information, and information regarding Authorized User, its
principals, or Affiliates, or that Contractor otherwise obtains in connection with
the Agreement may be:
1) Used by Contractor and its Affiliates, third-party contractors, agents, and
referral partners (a) to provide the Services and related functions to
Authorized User and to respond to any further application for Services, (b)
for administrative purposes and to maintain Authorized User’s account
pursuant to the Agreement, and (c) for Contractor’s internal fraud and
compliance monitoring;
2) Disclosed and shared by Contractor for reporting purposes to credit rating
agencies and to the financial institution where the DDA is maintained;
3) Used to enhance or improve Contractor’s products or services generally;
4) Used or disclosed by Contractor in the course of any sale, reorganization
or other change to Contractor’s business, subject to appropriate
confidentiality agreements;
5) Collected, used and disclosed by Contractor as required by Laws (e.g., for
tax reporting or in response to a subpoena); and
6) Retained for such periods of time as Contractor requires to perform its
obligations and exercise its rights under the Agreement.
Contractor may prepare, use, and share with third parties, aggregated, non-
personally identifiable information derived from Transaction Information (so
long as such information cannot be identified to Authorized User) that is
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combined with similar information from all of or specific segments of
Contractor’s other customers.
11. PROPRIETARY RIGHTS
As between Contractor and Authorized User, Contractor retains all right, title and interest
in and to the Services, Elavon Materials, Updates, and all Intellectual Property Rights in
any of the foregoing. Authorized User will not acquire any ownership interest or license
rights (except such rights as are expressly stated in the Agreement (including the
Operating Guide)) in or to the Services, Elavon Materials, Updates, or Intellectual
Property Rights in any of the foregoing.
12. REPRESENTATIONS AND DISCLAIMERS
a. Contractor Representations: Contractor represents to Authorized User the
following as of the Effective Date of the Subsidiary Agreement:
i. Organization: Contractor is a corporation validly existing and duly organized
under the laws of the state of Georgia with all authority, qualifications, licenses
and registrations necessary to conduct its business, in all jurisdictions where
Contractor conducts business, in compliance with all Laws and Payment Network
Regulations.
ii. Authority and Power: Contractor has the power to execute and perform the
Agreement. The person executing the Agreement is duly authorized to bind
Contractor to all provisions of the Agreement and such person is authorized to
execute any document and to take any action on Contractor’s behalf which may
be required to carry out the Agreement. Further, the signing and performing in
accordance with the Agreement will not violate any Laws or conflict with any other
agreement to which Contractor is subject.
iii. No Litigation: There is no action, suit, or proceeding pending or, to Contractor’s
knowledge, threatened, which if decided adversely would impair Contractor’s
ability to carry on its business substantially as now conducted or which would
materially and adversely affect Contractor’s financial condition or operations.
b. Authorized User Representations: Authorized User represents to Contractor the
following as of the Effective Date of the Subsidiary Agreement:
i. Organization and Information: Authorized User is validly existing and duly
organized under the laws of the jurisdiction in which it was formed with all
authority, qualifications, licenses and registrations necessary to conduct its
business, in all jurisdictions where Authorized User conducts business, in
compliance with all Laws and Payment Network Regulations. All written
information provided in the Subsidiary Agreement, and enrollment forms, as
applicable, and in any other document submitted to Contractor is true and
complete and properly reflects the business, financial condition and ownership of
Authorized User in all material respects.
ii. Authority and Power: Authorized User has the power to execute and perform
the Agreement. The person executing the Subsidiary Agreement is duly
authorized to bind Authorized User and each Authorized User Affiliate to all
provisions of the Subsidiary Agreement as if each Authorized User Affiliate had
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executed the Subsidiary Agreement, and such person is authorized to execute
any document and to take any action on behalf of Authorized User that Contractor
requires to carry out the Subsidiary Agreement. Further, the signing and
performing in accordance with the Subsidiary Agreement will not violate any Laws
or conflict with any other agreement to which Authorized User is subject.
iii. Business Use: Authorized User is obtaining and using the Services from
Contractor to facilitate lawful business Transactions between Authorized User and
its Customers, and using the DDA only for lawful business purposes.
c. No Viruses, Etc.: Contractor will not code or insert into any portion of the Services,
and will use commercially reasonable efforts to ensure that no Service will otherwise
contain, any computer virus, worm, software lock, drop dead device, Trojan-horse
routine, trap door, time bomb or any other malicious codes or instructions that may
be used to access, modify, delete, damage or disable the Services or Authorized
User’s or any third party’s software, firmware, computer system or devices.
13. AUTHORIZED USER RESPONSIBILITIES
Authorized User will be responsible for any sale of goods or services resulting in a
Transaction processed under the Agreement.
14. THIRD-PARTY VENDORS
a. Authorized User Service Providers and Authorized User Resources
i. Authorized User may want to use a Service Provider to assist with Transactions.
Authorized User will cause each Service Provider and applicable Authorized User
Resource to undergo testing, approval and certification by Contractor before
Authorized User uses such Service Provider or applicable Authorized User
Resource in connection with accessing or using the Services. Authorized User will
ensure that each Service Provider or applicable Authorized User Resource
maintains certification and compatibility with the Services and that each Service
Provider and applicable Authorized User Resource is fully compliant with all Laws,
Payment Network Regulations, and Security Programs. Failure of Authorized
User’s systems, including Authorized User’s point-of-sale system or property
management system, or any Service Provider systems to maintain certification
under this Section or to be compatible and function with the most recent version
of the Services will excuse Contractor from all liability and all of its obligations
under the Agreement to the extent that Contractor’s provision of the Services is
impaired by such failure.
ii. As between Contractor and the Authorized User and to the extent not prohibited
by law, the Authorized User is responsible for any violations of the Agreement that
result from the acts or omissions of Authorized User’s Service Providers and any
other person who obtains access to Transaction Information from Authorized User
or access to systems under Authorized User’s or Service Provider’s control
(excluding acts or omissions to the extent attributable to Contractor’s breach of
the Agreement, negligence, or willful misconduct).
iii. Contractor is not responsible for Service Providers or for the products or services
offered by Service Providers, nor is it responsible for any Transaction until
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Contractor receives complete data for the Transaction in the format required by
Contractor.
iv. Contractor may terminate a Service Provider’s access to or ability to integrate with
Contractor’s products, services, and systems immediately without prior notice if
the termination results from:
a) The Service Provider’s breach of any Laws or Payment Network Regulations,
b) The requirement of any court order or Payment Network or application of
Payment Network Regulations to the Services,
c) Contractor’s reasonable determination that the Service Provider poses an
unacceptable security risk to Contractor, Authorized User or any Payment
Network, or
d) The Service Provider’s failure to maintain certification to Contractor or the
expiration or termination of any agreement between Contractor and the
Service Provider specific to certification to Contractor with respect to the
Services.
b. Liability for Direct Agreement with Third Party: Contractor has no responsibility
for, and will have no liability to Authorized User or the State in connection with, any
hardware, software or services Authorized User receives subject to a direct
agreement (including any sale, warranty or end-user license agreement) between
Authorized User or the State and a third party, including any Service Provider, even if
Contractor collects fees or other amounts from Authorized User with respect to such
hardware, software or services (and such third party will not be considered a third
party contractor of Contractor).
c. Elavon Third-Party Contractors: Contractor may use third-party contractors in
connection with the performance of its obligations under the Agreement. Contractor
will be responsible for the performance of its obligations hereunder notwithstanding
any use of or delegation of any responsibility to any Contractor third-party contractor.
Contractor is responsible for any violations of the Agreement that result from the acts
or omissions of its third-party contractors.
15. GENERAL PROVISIONS
a. Construction: The headings used in the Agreement are inserted for convenience
only and will not affect the interpretation of any provision. Each provision is to be
construed as if the parties drafted it jointly. The word “day” will mean “calendar day”,
unless specifically stated otherwise.
b. Notices: See Contract Exhibit A, Section 23. Notices to Contractor shall be directed
to Elavon at 7300 Chapman Highway, Knoxville, TN 37920, with a copy to Two
Concourse Parkway, Suite 800, Atlanta, GA 30328 Attn: General Counsel, or such
other addresses as Contractor may designate in writing.
c. Bankruptcy: Authorized User will immediately notify Contractor of any Bankruptcy
Proceeding initiated by or against Authorized User. Authorized User will include
Contractor on the list and matrix of creditors as filed with the bankruptcy court,
whether or not a claim may exist at the time of filing. Authorized User acknowledges
that the Agreement constitutes an executory contract to make a loan, or extend other
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debt financing or financial accommodations to, or for the benefit of Authorized User,
and, as such, cannot be assumed or assigned in the event of Authorized User’s
bankruptcy.
d. Telephone Recording: For quality assurance and training purposes, Authorized
User authorizes Contractor to monitor and record customer service telephone
conversations at any time, subject to Laws and applicable disclosures if required.
e. Waiver: None of the failure to exercise, the delay by Contractor to exercise, or the
partial exercise of any right under the Agreement or Subsidiary Agreement by
Contractor will operate as a waiver or estoppel of such right, nor will such amend the
Agreement or Subsidiary Agreement.
f. Survival: All of the obligations of each party that by their nature should survive
termination or expiration of the Agreement or Subsidiary Agreement in order to
achieve its purposes, will survive and remain binding upon and for the benefit of the
parties.
g. Counterparts; Electronic Delivery: The Agreement or Subsidiary Agreements may
be signed in one or more counterparts, each of which will constitute an original and
all of which, taken together, will constitute one and the same agreement. Signed
counterparts may be delivered by fax or electronic means (e.g., .pdf documents via e-
mail), and will constitute signed originals.
h. Business Continuity: Contractor will maintain and adhere to business continuity
plans that are commercially reasonable within the industry for the Services.
16. PROCESSING SERVICES TERMS
a. Authorized User Compliance: Authorized User will not submit Transactions for
processing to Contractor for any businesses, materially different products, or
methods of selling other than those stated in the Subsidiary Agreement or Set Up
Form without Contractor’s prior written consent.
b. MATCHTM and Consortium Merchant Negative File: Authorized User
acknowledges that Contractor may be required to report Authorized User’s business
name and the name of Authorized User’s principals to the MATCHTM listing
maintained by MasterCard and accessed by Visa, to the Consortium Merchant
Negative File maintained by Discover, if applicable, or to any other negative or
terminated merchant file of any other Payment Network, if applicable, pursuant to the
requirements of the Payment Network Regulations. Authorized User specifically
consents to Contractor’s fulfillment of the obligations related to the listing of
Authorized User and Authorized User information in such databases, and Authorized
User waives all claims and liabilities Authorized User may have as a result of such
reporting.
c. Remedies Cumulative: The rights conferred upon Contractor in this Section are not
intended to be exclusive of each other or of any other rights and remedies of
Contractor under the Agreement, at law or in equity. Rather, each and every right of
Contractor under the Agreement, at law or in equity, is cumulative and concurrent
and in addition to every other right.
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d. Authorized User Information:
i. Authority: Authorized User authorizes Contractor to make, upon receipt of the
Subsidiary Agreement or Set Up Form and from time to time, any business
credit or other inquiries it considers reasonably necessary to review the
Authorized User or continue to provide Services under the Agreement.
Authorized User also authorizes any person or credit reporting agency to
compile information to answer those business credit inquiries and to furnish
that information to Contractor.
ii. Financial Information: At Contractor’s request, Authorized User will provide
Contractor audited financial statements prepared by an independent certified
public accountant selected by Authorized User, or if Authorized User is audited
by a governmental authority, then Authorized User will provide financial
statements from such governmental authority. Within one hundred twenty
(120) days after the end of each fiscal year or in the case of a governmental
entity, when available), Authorized User will furnish Contractor, as requested,
a financial statement of profit and loss for the fiscal year and a balance sheet
as of the end of the fiscal year, each audited as provided above. Authorized
User will also provide Contractor such interim financial statements and other
information as Contractor may request from time to time.
iii. Providing Information. Authorized Users must provide to Contractor
promptly, upon request, information about finances and operations, provided,
however, that, with respect to State Authorized Users, the posting of such
financial information at the http://www.ebudget.ca.gov website (or any
successor website thereto) shall be deemed to fulfill this requirement.
e. Authorized User Data Incident:
i. Notice and Investigation: Authorized User acknowledges that Cardholder
Data and bank account information it obtains in connection with any
Transaction is the property of the financial institution that issued the Payment
Device or holds the Customer’s account. Authorized User will notify Contractor
within 24 hours (and if notice is given orally, it must be confirmed in writing
within the same 24-hour period) if Authorized User knows or suspects that
Cardholder Data, Customer information, or Transaction Information has been
accessed or used without authorization from Authorized User or systems
within Authorized User’s control (a “Data Incident”). The notice must include:
a) A detailed written statement about the Data Incident including the
contributing circumstances,
b) The form, number and range of compromised account information,
c) Specific account numbers compromised, and
d) Details about the ensuing investigation and Authorized User’s security
personnel who may be contacted in connection with the Data Incident.
Authorized User will fully cooperate with the Payment Networks and
Contractor in the forensic investigation of the Data Incident. Within seventy-
two (72) hours of becoming aware of the Data Incident, Authorized User will
engage the services of a data security firm acceptable to the Payment
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Networks and to Contractor to assess the vulnerability of the compromised
data and related systems. Authorized User will provide weekly written status
reports to Contractor until the forensic audit is complete. Authorized User will
promptly furnish updated lists of potential or known compromised account
numbers and other documentation or information that the Payment Networks
or Contractor may request. In addition, Authorized User will provide all audit
reports to Contractor, and such audits must be completed to the satisfaction of
the Payment Networks and of Contractor. Elavon may, in its sole discretion,
suspend or terminate Card Processing Services for any Authorized User that
experiences a Data Incident.
ii. Preservation of Records: If there is a Data Incident, Authorized User will
take immediate steps to preserve all business records, logs and electronic
evidence relating to the Data Incident. Authorized User will cooperate with
Contractor to rectify, correct and resolve any issues that may result from the
Data Incident, including providing Contractor with (and obtaining any
necessary waivers for) all relevant information to verify Authorized User’s
ability to prevent future data incidents in a manner consistent with the
Agreement.
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Exhibit H.1: Authorized User Set Up Form
Request a copy of the State of California - Authorized User Set Up Form (MSA 5-22-70-22-
01, Exhibit H.1) by emailing the Elavon administrator.
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Exhibit I: Mass Transit Terms (Local Authorized Users Only)
1. MASS TRANSIT SERVICES
Contractor will make available to Local Authorized Users the Mass Transit Services. The
Mass Transit Services are part of a “pay as you go” model where the fare for each
journey may not be known at the point at which the contactless card is tapped on the
transit reader. Regardless of whether the fare is known or not, tap data is accumulated,
and the total fare amount is calculated and charged by the Local Authorized User at the
end of the travel period. For the purposes of this Exhibit, the definition of Payment
Network Rules will include the Visa Contactless Transit Implementation Guide, the Visa
Contactless Transit Terminal Requirements and Implementation Guide, and any other
applicable transit Payment Network Rules, all as may be amended.
2. CONTRACTOR’S RESPONSIBILITIES
When providing the Mass Transit Services, Contractor’s services will be limited to the
following:
a. Provide authorization, clearing and settlement processing activities for Transactions
from the transit Local Authorized User, more specifically, authorization, Local
Authorized User funding, Transaction reconciliation, chargeback/fraud dispute
processing, interchange billing, and Local Authorized User statement
generation/delivery.
b. Provide Settlement and reporting services as outlined in Exhibit A, Section 5(b) of the
Agreement (as amended) and any other applicable obligations of Contractor under
the Agreement (other than those outlined in this Exhibit, below).
3. LOCAL AUTHORIZED USER’S RESPONSIBILITIES
When using the Mass Transit Services, Local Authorized User will:
a. Provide or contract with a Service Provider to provide the Mass Transit merchant
requirements (including card readers and equipment, authentication, expiry date
check, deny list check, new card check, fare calculation, deny list management,
exception handling, customer service, and debt recovery) as required under the
Payment Network Rules.
4. PRICING
Local Authorized Users will pay monthly, and in arrears, Mass Transit Service fees
identified in the pricing matrix provided in Exhibit E.1: Service Pricing. Contractor will
pass through to Local Authorized User any special or discounted interchange
assessment rates from Visa and MasterCard specifically negotiated for the State.
5. TERMINATION OF MASS TRANSIT SERVICES
a. Contractor has the right to send the Local Authorized User a written notice specifying
a default of Exhibit I and providing the Local Authorized User an opportunity to cure
the breach within a period of time no less than thirty (30) calendar days (“Cure
Period”). If the breach is not cured within the Cure Period as stated in the notice,
then Contractor has the right to terminate Mass Transit Services or terminate the
Local Authorized Users’ Subsidiary Agreement in its entirety, by written notice to the
Local Authorized User with termination to be effective not less than thirty (30) days
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following the end of the Cure Period. Termination of one Local Authorized User under
this Exhibit I will not affect other Local Authorized Users.
b. In addition, Contractor may cease providing the Mass Transit Services if Contractor’s
agreement with Cybersource terminates, provided that Contractor: (i) has made all
efforts to cure any issues with Cybersource to allow the agreement to continue; (ii)
provides the State Contract Administrator and Local Authorized Users with a
minimum 60 calendar days written notice of the termination; and (iii) cooperates with
the Local Authorized Users to obtain the right for the Local Authorized Users to
continue using the services through Cybersource.
224
STATE OF CALIFORNIA -DEPARTMENT OF GENERAL SERVICES
STANDARD AGREEMENT-AMENDMENT STD 213A (Rev. 4/2020) IZJ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED �PAGES AGREEMENT NUMBER
5-22-70-22-01
SCO ID: 77601-522702201-A 1
AMENDMENT NUMBER
1
Purchasing Authority Number
1. This Agreement is entered into between the Contracting Agency and the Contractor named below:CONTRACTING AGENCY NAMEDepartment of General Services
CONTRACTOR NAMEElavon, Inc.
2.The term of this Agreement is:START DATEJune 1, 2022THROUGH END DATEJune 1, 2027, with two (2) optional two (2) year extensions
3. The maximum amount of this Agreement after this Amendment is:$0.00 (Zero dollars and no-cents, with no guarantee of contract expenditure)4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement andincorporated herein:
Incorporates the Generative Artificial Intelligence (GenAI) Reporting provision with the Generative Artificial Intelligence provision in Exhibit A-Scope of Work, Section 31. Exhibit A is hereby replaced in its entirety with the attached Exhibit A (15 pages).
All other terms and conditions shall remain the same.
IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.
CONTRACTOR CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) Elavon, Inc. CONTRACTOR BUSINESS ADDRESS
73017 Cl-/"1?11//,ttV 1-1 i,tJ r' PRINTED NAME OF PERSON SIGNING
CONTRACTING AGENCY NAME Department of General Services CONTRACTING AGENCY ADDRESS 707 Third Street, 2nd Floor
PRINTED NAME OF PERSON SIGNING
CONTRACTING AGENCY AUTHORIZED SIGNATURE
CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL
STATE OF CALIFORNIA
Cl1Y
IL� P)l ,l'Z,L,,..L,.£ TITLE
DATE SIGNED
Cl1Y West Sacramento
TITLE
DATE SIGNED
EXEMPTION (If Applicable)
STATE ZIP
,AJ 371.1.rJ
ISTATE IZIP
CA 95605
Page 1 of 1
Branch Chief, AcquisitionsCarol Bangs
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Timothy I. Miller . . .
Department of General Services
Electronic Payment Acceptance Services (EPAY)
Agreement Number 5-22-70-22-01
Amendment 1
Page 1 of 15
Exhibit A: Scope of Work
The Department of General Services (DGS), Procurement Division (PD), hereinafter referred to
as the “State” or “DGS-PD” is establishing master agreements with multiple providers of
Electronic Payment Acceptance Services for State Agencies and Local Users (defined as any
city and/or county, district, or other local governmental body or corporation, including the
California State Universities (CSU) and University of California (UC) systems, K-12 schools and
community colleges empowered to expend public funds), hereinafter collectively referred to as
“Authorized Users”. Authorized Users may contract with any master agreement provider.
1. SCOPE
a. The State and Elavon, Inc. (hereinafter referred to as the “Contractor”), hereby agree
that the Contractor will provide Electronic Payment Acceptance Services to Authorized
Users in accordance with the terms and conditions of this Master Service Agreement
(“MSA” or “Agreement”).
b. Prior to rendering services, Authorized Users and Contractor must execute a separate
Subsidiary Agreement that incorporates all of the terms of this MSA by reference and
may contain additional specific terms and conditions, none of which may alter, rescind,
or be in conflict with the terms and conditions of this MSA (per Exhibit A, Section 14).
c. Contractor agrees to honor all Subsidiary Agreements made prior to MSA expiration or
termination at the same rates, terms and conditions.
d. All Subsidiary Agreements issued against this MSA must be fulfilled/completed in their
entirety within twelve (12) months following the MSA end date.
e. The State, during the term of this MSA, may negotiate additional agreements,
categories and/or services.
2. AGREEMENT TERM
The term of this MSA is for a five (5) year period. DGS reserves the right to extend this
Agreement for two additional two (2) year periods, with a maximum cumulative term of
nine (9) years. The start and end date will be noted on the attached Std. 213 Standard
Agreement (the “Effective” term).
3. CONTRACT ADMINISTRATORS
The State and MSA Contractor have assigned Contract Administrators as single points of
contact for all inquiries, contract related issues and for problem resolution. The Contract
Administrators and their contact information will be listed in the subsequent MSA User
Instructions issued after award. Should a Contract Administrator change, each party will
notify the other in writing no later than ten (10) business days after the date of such
change, without amendment to this agreement.
a. Contractor must provide the name, address, telephone number, and e-mail address of
the individual directly responsible for managing this Agreement on behalf of the
Contractor to the State’s designated Contract Administrator.
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b. Contractor must provide the State with at least one (1) replacement candidate that will
meet or exceed the experience and skill level of the Contract Administrator being
replaced.
i) The State shall not compensate the Contractor for any time or effort required to
prepare the new Contract Administrator for work on the project.
ii) The State may request that Contractor replace an assigned Contract Administrator
at any time. The Contractor will use its best efforts to provide a replacement
candidate that meets or exceeds the experience and skill level of the Contract
Administrator being replaced within a time frame mutually agreed upon by the
Contractor and the State.
4. GENERAL OVERVIEW OF SERVICES
Contractor shall provide electronic payment acceptance and processing services in the
following categories:
a. Credit and Debit Card Processing (Category 1)
5. MINIMUM SERVICE LEVEL AGREEMENTS
Contractor shall provide electronic payment acceptance and processing services as
follows:
a. General Service Level Agreements (All Categories)
Contractor will:
i) Allow for batch processing of transactions. Initiate funding for Credit, Debit, and
PIN-Based Card transactions as follows:
Transaction Day Initiate Funding to Authorized User’s
Account Via ACH1/
Monday Tuesday
Tuesday Wednesday
Wednesday Thursday
Thursday Friday
Friday Monday
Saturday Monday
Sunday Monday
1/ Includes Contractor’s authorization to send funds from Contractor’s bank to
Authorized User’s bank account.
ii) Contractor shall settle in gross daily and process chargebacks and adjustments by
invoicing the Authorized User.
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iii) Provide to each Authorized User access to detailed statements and online
reporting tools that provide sufficient information for each Authorized User to
reconcile deposits and adjustments made to the Authorized User’s designated
bank account(s).
iv) Provide customer support twenty-four (24) hours per day, three hundred sixty-five
(365) days per year.
v) Maintain industry standard data privacy controls sufficient to meet the requirements
of the applicable security standards and California State Privacy statutes and
regulations (defined in Exhibit A, Section 17). Contractor is fully responsible for all
administrative and financial obligations that arise from any security breach caused
by the Contractor.
vi) Provide Gateway services or equivalent.
vii) Annually, make Contractor’s SSAE 18 SOC1 Type II information available for
review on Contractor’s premises upon Authorized User’s thirty (30) days written
notice. Authorized User’s review shall take place during Contractor’s normal
business hours upon the signing of Contractor’s confidentiality agreement.
Authorized User’s review does not include copying of such documents.
viii)Upon request by the Authorized User, assign to Authorized User one or more
identification numbers or passwords for Authorized User’s use in obtaining the
Card Services. Once such identification number(s) or password(s) have been
delivered to Authorized Agency by Contractor, the use and confidentiality of such
numbers and/or passwords shall be the sole responsibility of Authorized User.
b. Credit and Debit Card Processing (Service Category 1)
Contractor will:
i) Process for the Authorized User: MasterCard, Visa, American Express, Discover,
Debit Cards, and Purchasing Cards in accordance with the operating rules of each
of the named associations and under applicable law. Including but not limited to:
1. Bank Cards – VISA/MasterCard/AMEX/Discover – Cardholder Present
2. Bank Cards – VISA/MasterCard/AMEX/Discover – Cardholder Not Present
3. Signature Debit Cards – VISA/MasterCard – Cardholder Present
4. Signature Debit Cards – VISA/MasterCard – Cardholder Not Present
5. PIN Based Debit Cards
6. Digital Wallets
ii) Provide Convenience/Service Fee services.
iii) Provide continuous service by maintaining Contractor’s system functionality at a
minimum 99.9% of the time (excluding maintenance downtime), measured on a
monthly basis. Contractor must provide advanced written notice for scheduled
maintenance and maintenance should occur during Authorized User’s non-
business hours.
1. Service shall be available twenty-four (24) hours per day, three hundred sixty-
five (365) days per year (excluding maintenance downtime).
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2. If service’s monthly availability averages less than 99.9% (excluding
maintenance downtime), the Authorized User shall be entitled to recover
damages, apply credits or use other contractual remedies as set forth in the
Subsidiary Agreement. (Exhibit A, Section 24)
3. Contractor shall provide advance written notice to the State Contract
Administrator and Authorized Users of any major upgrades or changes that will
affect the service availability.
iv) Provide Authorization and Settlement functions on behalf of Authorized User.
Authorizations must be completed in real time with response times of no more than
2-12 seconds. Response time is measured from the time Contractor receives a
transaction authorization request to the time Contractor provides a transaction
authorization response to Authorized User, excluding time dependent upon third
parties and delays caused by failures or delays in third party’s systems.
v) Deliver, at a minimum, the following standard reports:
1. Deposit Summary
2. Transaction Reports
3. Convenience/services fees, if applicable
4. Statements
5. Interchange
6. Adjustments
7. Chargebacks
8. Authorizations
9. Duplicate Transmissions
Frequency of reporting and additional reports to be determined within the
Authorized User Subsidiary Agreements.
vi) Process Chargebacks, upon receipt, on behalf of Authorized User. If additional
information is required from the Authorized User to process the chargeback,
Contractor must notify the Authorized User within twenty-four (24) to forty-eight (48)
hours of receipt. The Contractor is authorized to protest any chargeback on behalf
of the Authorized User. Chargebacks and adjustments will be invoiced to the
Authorized Users.
vii) Process voids, cancels, returns, reversals and retrievals.
viii)Control for duplicate transactions.
ix) Remain Payment Card Industry (PCI) compliant and P2PE certified throughout the
term of the Agreement.
6. DEMONSTRATIONS
Contractor agrees to conduct demonstrations at the request of the State and/or an
Authorized User, prior to implementation of an electronic payment acceptance program
during the term of the Agreement.
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7. TRAINING
Contractor shall provide telephone and/or web-based training for each Authorized User as
stated in the Subsidiary Agreement. Implementation training must be completed within 30
calendar days after system set-up. Training will be provided at no additional cost including
any travel related expenses.
Training material and equipment shall be provided by the Contractor at the Contractor's
expense. Contractor shall ensure that sufficient material is provided to all attendees.
Contractor shall provide a link to the most recent version of the Contractor's Operating
Guide. The Operating Guide and Contractor’s website includes, at a minimum, but not
limited to the following:
• Step by Step Instructions
• Support Services
• Quick Reference Guide
• FAQ’s and answers
Contractor must provide twenty-four (24) hours per day, three hundred sixty-five (365)
days per year, web-based access to Contractor’s Operating Guide.
Trainer provided by contractor shall be knowledgeable in the subject matter, equipment
and training materials. Contractor will customize training sessions for an Authorized User
upon request.
8. CUSTOMER SERVICE AND SUPPORT
Contractor must provide knowledgeable customer service personnel for the services
provided. Contractor shall provide the contact information for problem resolution and
inquiries in the Subsidiary Agreement with each Authorized User. Most inquiries regarding
the direct reconciliation of an Authorized User’s payment transactions, the transfer to the
bank account or any other payment transactions involving the Contractor shall be
addressed and/or resolved by the Contractor within three (3) business days from the date
of the original inquiry. Most other problems and inquiries will be addressed within five (5)
business days from the date of the original contact. If Contractor is unable to resolve
issues within the timelines stated above, Contractor will work with the Authorized User to
establish mutual resolution timeframes and project timelines. Contractor’s customer
service representatives shall accurately and timely:
• Research and resolve concerns and provide immediate follow-up status/resolution.
• Resolve problems related to daily settlements and deposit variances.
• Coordinate and resolve complex reporting issues.
• Answer incoming telephone calls, e-mails, faxes, and letters.
• Log all problems/resolutions so that recurring problems can be tracked, reported and
corrected.
Contractors must provide, at the Authorized Users request, copies of any data file
transmission that occurred within the required records retention period specified in this
Agreement (See Exhibit A, Section 9) and have that data file available to them within forty-
eight (48) hours after original request. Any data file requests that cannot be fulfilled in that
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time frame will require Contractor and Authorized User to agree upon a reasonable time
frame for such requests.
Contractor shall provide a technical liaison (live operator) available twenty-four (24) hours
a day, three hundred sixty-five (365) days a year for immediate response to data/technical
needs such as, but not limited to, general inquiries, point-of-sale and other payment
channel assistance. Upon request, Contractor shall provide a written/electronic status
report including a problem statement, proposed solution, and estimated time of problem
resolution. Contractor’s staff must be fully versed in electronic payment systems and fully
capable of resolving any issues immediately.
9. RETENTION OF RECORDS
Contractor must retain all transactional data for a period of at least eighteen (18)
consecutive months from the initial transaction date. Transactional data/records must be
made available, upon request, to Authorized Users within forty-eight (48) hours after
original request. Any data file requests that cannot be fulfilled in that time frame will
require Contractor and Authorized User to agree upon a reasonable time frame for such
requests.
Authorized User should retain legible copies of Sales Drafts and Credit Vouchers for a
period of at least eighteen (18) months from the initial transaction date to be able to
respond to customer disputes. Authorized User must submit to Servicers a legible copy of
a Sales Draft or Credit Voucher within ten (10) days of a request by Servicers, or longer
period of time as may be allowed by the Association.
10. PROGRAM WEBSITE
Contractor shall provide and regularly update a secure website for use by Authorized
Users of this Agreement. The website will include at a minimum, the following information:
• Link to the Contractor’s Merchant Operating Guide.
• Links to industry related rules and regulations as described in this Agreement.
• Customer Service and Support telephone number.
• FAQs
• Link to report database (Exhibit A, Section 5 (a)(iii))
11. REPORTING REQUIREMENTS
a. Each quarter, the Contractor shall submit a Quarterly Usage/Activity Report to the DGS
Contract Administrator via email or other delivery method specified by the State. The
report shall summarize the Contractor’s MSA contract activity for each Authorized
User, and it shall be provided to the DGS Contract Administrator by the thirtieth (30th)
working day following the ending of the quarter’s reporting period. A report is required
every quarter, even if the Contractor has no activity during the reporting period.
b. DGS will provide a quarterly reporting template to awardees upon award.
c. Contractor must report State Authorized Users and Local Authorized Users on
separate quarterly reports.
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d. The Quarterly Usage/Activity Report will summarize the Contractor’s MSA contract
activity by payment category for each Authorized User and will contain the following
information:
• Authorized User Name (department, agency, etc.)
• Authorized User’s Merchant Number
• Dollar Volume by card type (Amex, Discover, Visa, MC, Debit) and/or payment
solution
• Number of settled transactions by card type and/or payment solution
• Fees paid by payment solution and type (interchange, processor, convenience
fees, other)
• Convenience/Service Fees as applicable
• Equipment and software sales reports, upon request
• Any other reporting as requested by DGS
e. Contractor shall email reports (in Microsoft Excel format or compatible) to the State
Contract Administrator (referenced in User Instructions) and Masters@dgs.ca.gov.
f. The DGS Contract Administrator reserves the right to modify this report and require the
Contractor to provide additional information available to the Contractor during the
course of this Agreement at no additional cost.
12. AUTHORIZED USERS
a. Pursuant to Government Code §1 1 0 0 0, State of California government agencies
include every state office, officer, department, division, bureau, board, and
commission.
b. For the purposes of this Agreement, local government agencies include any city and/or
county, district, or other local governmental body or corporation, including the
California State Universities (CSU) and University of California (UC) systems, K-12
schools and community colleges empowered to expend public funds.
c. State agencies are required to adhere to DGS contract and procurement policy and
procedures. For informational purposes only, see the following link for the State of
California Agency List (exclude any local government agencies described above):
https://www.ca.gov/agenciesall
d. Local government agency use of this MSA is optional. Local government agencies may
execute a contract under this MSA using the standard form Std. 213 or appropriate
equivalent contract form, and any specific documents established prior to award that
affect the Subsidiary Agreement. Upon execution of the contract form they shall
become Authorized Users and the provision of services by the Contractor to such
Authorized Users will be governed by the terms of this MSA.
e. However, the Contractor has authorization to negotiate with local government agency
Authorized Users for the provisions cited below. These include but are not limited to:
• Invoicing and Payment Provisions (including debiting for chargebacks,
assessments and other items)
• Governing Law, Jurisdiction
• Local Authorized User’s additional specific terms and conditions
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• Convenience/Service Fees
13. AUTHORIZATION TO RENDER SERVICES
Unless otherwise provided in this Agreement, Contractor may not decline a State of
California government agency’s request to utilize services offered under this Agreement.
14. SUBSIDIARY AGREEMENTS
Contractor and a State of California government agency or a local government agency (as
applicable) must execute a separate Subsidiary Agreement that incorporates all of the
terms of this MSA by reference and may contain additional agency specific terms and
conditions, none of which may alter, rescind, or be in conflict with the terms and conditions
of this MSA.
The Subsidiary Agreement shall consist of a Std. 213 form, or the appropriate equivalent
contract form for local government agency Authorized Users and shall describe the
particular requirements of the Authorized User, usually reflected in a detailed scope of
work. State Agency Authorized User’s Subsidiary Agreements shall be processed in
accordance with State contracting laws, policy, and procedures.
15. ENTIRE AGREEMENT & AMENDMENTS
This MSA Agreement includes the Std. 213 form, Exhibits A-I and any additional
provisions or Exhibits or attachments specific to the Contractor and/or services;
documents incorporated by reference, and mutually approved amendments.
16. ORDER OF PRECEDENCE
The following order of precedence shall apply:
a. All federal, state, local laws and regulations
b. Exhibit C: Terms and Conditions (As Modified)
c. Exhibit C.1: General Provisions – Information Technology (As Modified)
d. Exhibit G: Definitions
e. Exhibit A: Scope of Work
f. Exhibit A.1: Selected Services
g. Exhibit B: Budget Detail and Payment Provisions
h. Exhibit D: Insurance Requirements
i. Exhibit E: Fees and Costs
j. Exhibit F: Equipment and Software
k. Exhibit E.1: Service Pricing
l. Exhibit E.2: Equipment and Software Pricing
m. Exhibit E.3: Equipment Specifications
n. Exhibit H: Special Terms and Conditions
o. Exhibit I: Mass Transit Terms
p. Exhibit H.1: Authorized User Set Up Form
q. Payment Network Regulations
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17. SECURITY, PRIVACY AND DISCLOSURE
The parties acknowledge that this Agreement is subject to the California Public Records
Act (Govt. Code section 6 2 5 0 et seq.), California Government Code sections 6 1 6 4 and
1 1 0 1 9.9; and California Civil Code section 1 7 9 8 et seq.
Authorized Users agree not to disclose Cardholder account numbers and/or Card
Identification Numbers (“CIDs”) unless required by law or other legal process, or for
internal State purposes, or as required to use the services under the Agreement.
Contractor agrees it will not use the names, addresses, and any other personally
identifying information of State, city, county, school, or other public employees for any
purpose not directly related to this Agreement.
18. REGULATORY AUTHORITIES (Industry Related Rules and Regulations)
Contractor warrants and certifies that prior to, and in the performance of this Agreement, it
will acquire, maintain, and remain in compliance with all mandatory regulatory approvals
with respect to its performance under this Agreement required by any applicable
governmental agency having jurisdiction over Contractor. If such regulatory approvals are
not obtained by Contractor prior to the performance of this Agreement, this Agreement
shall be of no force or effect.
19. LICENSES AND PERMITS
Contractor shall be responsible for obtaining and maintaining at its expense all applicable
licenses, registrations, permits, and certifications applicable to its performance under this
Agreement during the entire term of this Agreement required by federal law, the State of
California, and local jurisdictions in California.
20. SUBCONTRACTORS
Nothing contained in this Agreement or otherwise, shall create any contractual relation
between the State and any subcontractors, and no subcontractor shall relieve the
Contractor of its responsibilities and obligations hereunder. The Contractor agrees to be
fully responsible to the State for the acts and omissions of its subcontractors and of
persons either directly or indirectly employed by any of the subcontractors as it is for the
acts and omissions of persons directly employed by the Contractor. The Contractor’s
obligation to pay its subcontractors is an independent obligation from the Authorized
User’s obligation to make payments to the Contractor. As a result, the Authorized User
shall have no obligation to pay or to enforce the payment of any moneys to any
subcontractor.
21. PHASE IN & PHASE OUT TRANSITION SERVICES
Prior to the end of this Agreement’s contract term, or if this Agreement is terminated by the
State, Contractor agrees to assist in transitioning the services provided under this
Agreement within a period of time, not to exceed one hundred eighty (180) day calendar
period. Transition assistance will include but is not limited to: continue transaction
processing until date agreed upon, resolve any outstanding chargeback disputes, remit
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final statement and invoice for all transactions through close of business on the final
processing date. Contractor shall cooperate with any new contractor(s) and State staff in
effectuating an orderly transition.
22. DISPUTE RESOLUTION
Contractor shall direct questions regarding the Subsidiary Agreement to the Authorized
User. Decisions rendered by the Chief Executive Officer, or designated representative, of
the Authorized User are considered final. Upon request, DGS-PD may provide a forum for
discussion, at which time a DGS-PD representative shall be available to provide
information regarding the State of California’s policies and procedures. If agreement
cannot be reached, either party may assert its rights and remedies within a court of
competent jurisdiction.
23. NOTICES
All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed given if delivered (a) personally, (b) via facsimile, electronic mail or
overnight express service (except that notices of termination or default given by facsimile
or electronic mail must also be sent via overnight express service or certified mail) or (c)
by certified or registered mail, postage prepaid, return receipt requested, in each case, to
the addresses, facsimile numbers and/or electronic mail addresses set forth below. The
parties hereto may change their street addresses, facsimile numbers and electronic mail
addresses for purposes of this Agreement by notifying the other party in the manner
specified in this section.
24. LIQUIDATED DAMAGES
The Authorized User’s Director or his/her designee may assess compensating damages
against the vendor for losses incurred by the Authorized User as a direct result of errors
caused by the negligence or willful misconduct of the vendor or subcontractor(s) that
cause or contribute to the delay in collecting revenue. If invoked, damages will be
assessed based upon the dollar value of the loss, the elapsed time before correction of
the error and the Pooled Money Investment Account (PMIA) Daily Rate for the date the
loss occurred as published by the California State Treasurer’s Office. Contractor’s liability
for damages shall not exceed an amount equal to the annual fees paid or payable to
Contractor under the affected Subsidiary Agreement (excluding interchange fees). If
twelve (12) consecutive months of fees are not available for this calculation, Contractor
will use the highest available months fees multiplied by twelve (12) to identify the
anticipated annual fees. For purposes of this Agreement, ‘errors’ do not include any action
taken, or any failure to act, pursuant to an instruction from the State or an Authorized
User.
25. PROPRIETARY RIGHTS AND PERMITTED USES
a. Contractor may not issue any press release about this Agreement or the State without
the other party’s prior written consent.
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b. Contractor will provide all Credit Card Association marks, logos, stickers and marketing
materials, as well as any other forms of display required by the Associations’.
c. An Authorized User may use and display the Associations’ marks, and shall display
such Marks in accordance with the standards for use established by the Associations.
The Authorized User’s right to use all such Marks will terminate upon termination of the
Agreement or upon notice by an Association to discontinue such use, and the
Authorized User must thereafter promptly return any materials displaying the Marks.
The Authorized User’s use of promotional materials provided by the Associations will
not indicate, directly or indirectly, that such Associations endorse any goods or
services other than their own and the Authorized User may not refer to any
Associations in stating eligibility for its products or services.
26. FEDERAL DEBARMENT
The Federal Department of Labor requires that State agencies which are expending
Federal funds of $25,000 or more, have in the contract file, a certification by the
Contractor that it has not been debarred or suspended from doing business with the
Federal Government. Each Contractor must provide this documentation upon request.
27. FORCE MAJEURE
Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any
excess costs if the failure to perform the Contract arises from causes beyond the control
and without the fault or negligence of the Contractor. Examples of such causes include,
but are not limited to:
a. Acts of God or of the public enemy, and
b. Acts of the federal or state government in either its sovereign or contractual capacity.
If the failure to perform is caused by the default of a subcontractor at any tier, and if the
cause of the default is beyond the control of both the Contractor and subcontractor, and
without the fault or negligence of either, the Contractor shall not be liable for any excess
costs for failure to perform.
28. RIGHT TO TERMINATE
a. The State may terminate the Agreement and any Authorized User may terminate its
respective Subsidiary Agreement for cause upon a reasonable and good faith
determination that the Contractor failed to perform the requirements of this Agreement
at the time and in the manner herein provided in Section (b) below. However,
Authorized Users will provide a Cure Period, rather than immediate termination, if a
breach involves meeting a service level agreement identified in Exhibit A, Section 5.
Nonetheless, the State and Authorized Users reserve the right to terminate for cause
without providing additional Cure Periods if a service level issue for which a Cure
Period has previously been provided recurs.
b. In the event of a breach, the State or Authorized User will send the Contractor a notice
specifying the breach and providing the Contractor an opportunity to cure the breach
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within a period of time no less than thirty (30) days “Cure Period”. If the breach is not
cured within the Cure Period, the State or Authorized User has the right to terminate
the Agreement upon thirty (30) days notice to the Contractor.
c. The State may terminate the Agreement without cause upon sixty (60) days advance
written notice to the Contractor. Authorized Users may terminate their respective
Subsidiary Agreements without cause upon sixty (60) days advance written notice to
the Contractor. In the event of a termination without cause, Contractor shall not be
responsible for any costs to the State or an Authorized User associated with such
termination and any sum due the Contractor under this Agreement (which sum due to
the Contractor shall include, but not be limited to, fees as set forth in this Agreement)
for Charges up to the date of a termination shall be paid to the Contractor including any
Chargebacks, fees, fines or penalties owed by the State or Authorized User after
termination, which shall be paid within forty-five (45) days of presentment of a non-
disputed invoice, in accordance with Exhibit B, Section 3.
d. After receipt of a notice of termination by the State, or an Authorized User, and except
as otherwise directed by the State or Authorized User, Contractor shall:
i. Stop work as specified in the notice of termination.
ii. Place no further subcontracts for materials, services, or facilities, except as
necessary to complete the continuing portion of the Agreement.
iii. Terminate all subcontracts to the extent they relate to the work terminated.
After receipt of a notice of termination and prior to the contract termination effective
date, Contractor agrees to diligently proceed without interruption in the performance of
this Agreement. Contractor’s failure to diligently proceed in accordance with this
Agreement shall be considered a material breach of this Agreement.
29. NEWS RELEASES
Unless otherwise exempted, news releases, endorsements, advertising, and social media
content pertaining to this Contract shall not be made without prior written approval of the
Department of General Services.
30. CONTRACTOR’S ADMINISTRATIVE FEE
The Contractor is required to pay a fee to DGS-PD based on the number of settled
transactions processed. The fee is paid quarterly and is calculated as equal to $0.01 (1
cent) for each transaction processed per quarter under this Agreement.
This Administrative Fee shall not be invoiced or charged to the ordering agency or
customer. Payment by the Contractor shall be made quarterly to DGS-PD irrespective of
payment status of Subsidiary Agreements.
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Failure to submit correct reports and payments on a timely basis shall constitute grounds
for default of this Agreement pursuant to Exhibit A, Section 28(b). Payments are due for
the reporting period by the thirtieth (30th) calendar day following the ending of the quarter.
(Note: If the due date is on a Saturday or Sunday, the due date will be the Monday
following.)
Payment may be made in the form of an electronic payment using the PD LPA Payment
Portal or by submitting a check payable to the State of California, Department of General
Services. Along with each payment, a Usage Report, filtered in Excel as prescribed in
Exhibit A, Section 11 “Reporting Requirements,” shall be submitted to the State Contract
Administrator.
To submit fees through the PD LPA Payment Portal, users must register on the DGS-PD
LPA Payment Portal (https://www.dgs.ca.gov/PD/Services/Page-Content/Procurement-
Division-Services-List-Folder/Access-LPA-Payment-Portal).
Administrative Fee payments made by check shall be submitted to the following address:
Department of General Services
Procurement Division
Attn: MAPS Payment Processing
707 Third Street, 2nd Floor
West Sacramento, CA 95605
31. GENERATIVE ARTIFICIAL INTELLIGENCE
DEFINITIONS:
For purposes of this Section, the following terms shall be given the meaning shown below.
Capitalized terms used below and not defined in this Section shall have the meaning set
forth in Exhibit G (Definitions) or in the text of the Exhibit C.1: General Provisions –
Information Technology (As Modified).
Artificial Intelligence (AI): an engineered or machine-based system that varies in its level
of autonomy and that can, for explicit or implicit objectives, infer from the input it receives
how to generate outputs that can influence physical or virtual environments (Gov Code §§
11549.64 & 11546.45.5).
GenAI Training Data: any content, information, or data that is used to train, tune, test, or
validate a GenAI, including text, images, video, audio, code, or similar types of input.
Generated Data: any output, results, content, or other data that is produced by GenAI,
including but not limited to text, images, video, audio, code, or similar types of output.
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Generative AI (GenAI): an AI system that can generate derived synthetic content,
including text, images, video, and audio, that emulates the structure and characteristics of
the system’s GenAI Training Data (Gov Code §11549.64).
Hallucination: Generated Data that is nonsensical, false, or misleading, and is not based
on real or existing data, but is instead produced by bias or the GenAI’s extrapolation or
creative interpretation of its Gen AI Training Data.
Materially Impacts: shall have the same meaning set forth in State Administrative Manual
(SAM) 4986.2.
Prompt: any written, spoken, or rendered information provided as a query, command, or
other form of input, to any GenAI in connection with this Contract. For avoidance of doubt,
Prompt includes any input automatically detected or created by the GenAI, as well as any
derivate works of a Prompt or collection of Prompts.
GENAI DISCLOSURE OBLIGATIONS:
Disclosure Obligations:
(a) Contractor must notify the State in writing at such time it: (1) specifically intends to
provide GenAI as a Deliverable to the State; or (2) specifically intends to utilize
GenAI, including GenAI from third parties, to complete all or a portion of any
Deliverable that materially impacts: (i) functionality of the System, (ii) risk to the
State, or (iii) Contract performance. For avoidance of doubt, the term “materially
impacts” shall have the same meaning set forth in State Administrative Manual
(SAM) § 4986.2 Definitions for GenAI.
(b) Such notification shall be provided to the State designee identified in this Contract.
(c) At the direction of the State, Contractor shall discontinue the use of any new or
previously undisclosed GenAI technology in the Goods, Services and Software
provided to the State pursuant to the Contract if use of any such GenAI technology
that materially impacts functionality, risk or contract performance, until the State
conducts its risk assessment of and approves such GenAI technology for this
Contract, provided that such approval shall not be unreasonably delayed or
withheld (and in no event will the review exceed more than thirty (30) days, and if
no response is received from the State within thirty (30) days, Contractor may
recommence such use). In the event Contractor is, at Contractor’s sole discretion,
unable to discontinue the use of any new or previously undisclosed GenAI
technology as described in the preceding sentence, Contractor shall pause the
provision of such Goods, Services or Software containing or utilizing such new or
previously undisclosed GenAI technology and issue a credit or a refund as
determined by the State for such period until the State conducts its risk
assessment of and approves such GenAI technology for this Contract, provided
that such approval shall not be unreasonably delayed or withheld (and in no event
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will the review exceed more than thirty (30) days, and if no response is received
from the State within thirty (30) days, Contractor may recommence such
use). Contractor shall continue its performance under the Contract that is unrelated
to the use of any new or previously undisclosed GenAI technology in the Goods,
Services and Software. For avoidance of doubt, any such discontinuance or pause
pursuant to this Section shall not be considered a Stop Work Order. Nothing in this
section will allow the State to forego payments owed to Contractor.
(d) If the use of previously undisclosed GenAI is approved by the State, then
Contractor will update the Deliverable description, and the Parties will amend the
Contract accordingly.
Failure to Disclose or Discontinue GenAI Use: The State, at its sole discretion, may
consider Contractor’s failure to disclose or discontinue the provision or use of GenAI as
described above, to constitute a material breach of Contract when such failure results in a
material impact to functionality of the System, risk to the State, or Contract performance.
The State is entitled to seek any and all remedies available to it under law as a result of
such breach, including but not limited to termination of the contract, for default pursuant to
Section 11 (Rights and Remedies of State for Default) of the Exhibit C.1: General
Provisions – Information Technology (As Modified).
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State of California
MASTER SERVICE AGREEMENT
USER INSTRUCTIONS
MANDATORY
*Supplement 2*
Effective Date: *06/05/2025*
TITLE DESCRIPTION
TITLE/DESCRIPTION: Electronic Payment Acceptance Services
CONTRACT NUMBER: 5-22-70-22-01 Elavon, Inc.
5-22-70-22-02 First Data Merchant Services, LLC
CONTRACT TERM: Various through 06/01/2027
CONTRACT CATEGORY IT Services
MAXIMUM ORDER LIMIT: Unlimited, unless otherwise specified by approved delegated
purchasing authority (Refer to Section 5.C)
FOR USE BY: State and Local Governmental Agencies
STATE CONTRACT
ADMINISTRATOR:
Lynnell Cuthbertson
(279) 799-3844
Lynnell.Cuthbertson@dgs.ca.gov
Authorized Users are instructed to carefully review these User Instructions in their entirety. For
questions, please contact the Department of General Services, Procurement Division (DGS-
PD) State Contract Administrator and reference the “Title/Description” and/or Contract Number
listed above. Changes to this document will be issued through a User Instructions revision.
___________ORIGINAL ON FILE_____________
Lynnell Cuthbertson, State Contract Administrator
PROCUREMENT DIVISION
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
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SUMMARY OF CHANGES
All changes to most recent Supplement are in bold red italic. Additions are enclosed in
asterisks; deletions are enclosed in brackets.
Supplement
Number Revision Description Effective
Date
*2* *Supplement 2 incorporates the following changes:
1) Inserted Section 8 - Generative Artificial
Intelligence (GENAI)*
*06/05/2025*
1 Supplement 1 incorporates the following changes:
1) MSA 5-22-70-22-02 (with First Data Merchant
Services, LLC) added. The following sections
have been updated with MSA 5-22-70-22-02
information:
o Cover page
o Section 1
o Section 2.B.4
o Section 3.B
o Section 4.A
o Section 4.C
o Attachment A
2) Section 4.H (Operating Guide) – Updated
language.
3) Section 5.F (California Seller’s Permit) – New
section added.
4) Section 5.G (Darfur Contracting Act Certification)
– New section added.
5) Section 5.H (Civil Rights Certification) – New
section added.
6) Section 5.I (Iran Contracting Act Certification) –
New section added.
7) Section 5.J (Contractor Certification Clauses) –
New section added.
8) Section 6.B (Subsidiary Agreement Requirements)
– Link to the Standard Agreement (Std. 213)
added.
04/11/2023
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Supplement
Number Revision Description Effective
Date
9) Attachment A – Added MSA 5-22-70-22-02
information (First Data Merchant Services) and
Seller’s Permit Number for MSA 5-22-70-22-01
(Elavon).
N/A Original User Instructions posted. 06/01/2022
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Table of Contents
SUMMARY OF CHANGES ............................................................................................... 2
USER INSTRUCTIONS .................................................................................................... 6
1. SCOPE AND OVERVIEW .......................................................................................... 6
2. CONTRACT AVAILABILITY ....................................................................................... 6
A. State Agencies ................................................................................................. 6
B. Local Governmental Agencies ......................................................................... 6
3. CONTRACT ADMINISTRATORS ............................................................................... 7
A. State Contact ................................................................................................... 7
B. Contractor Contact ........................................................................................... 7
C. Problem Resolution/Contractor Performance .................................................. 8
4. CONTRACT INFORMATION ...................................................................................... 8
A. Master Agreement (Contract) Documents ....................................................... 8
B. Agreement Term .............................................................................................. 8
C. Available Products and Services ..................................................................... 8
D. Requirements for American Express® Card Acceptance ................................ 9
E. Contractor Pricing ............................................................................................ 9
F. Electronic Payment Deposits and Settlement .................................................. 9
G. SB/DVBE Participation ..................................................................................... 9
H. Operating Guide .............................................................................................. 9
I. *Generative Artificial Intelligence (GENAI) .............................................. 10*
5. CONTRACT USAGE/RULES (State Agencies Only) ............................................... 10
A. Adherence to Applicable Laws ....................................................................... 10
B. Purchasing Authority ...................................................................................... 10
C. Order Limits/Dollar Thresholds ...................................................................... 10
D. Agreement Summary ..................................................................................... 10
E. Certification of Payment Options – Military & Veterans Code §§999.5 and 999.7(a)
(SB588) .................................................................................................................... 11
F. California Seller’s Permit (State Agencies Only) ............................................ 11
G. Darfur Contracting Act Certification (State Agencies Only) ............................ 11
H. Civil Rights Certification (State Agencies Only) ............................................. 11
I. Iran Contracting Act Certification (State Agencies Only)................................ 11
J. Contractor Certification Clauses (State Agencies Only) ................................. 12
6. ORDERING PROCEDURES .................................................................................... 12
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A. Subsidiary Agreement Development Process ................................................ 12
B. Subsidiary Agreement Requirements ............................................................ 13
C. Subsidiary Agreement Execution and Distribution ......................................... 14
7. IMPLEMENTATION .................................................................................................. 14
A. Authorized User Set Up Form ........................................................................ 14
B. Set Up Process .............................................................................................. 14
C. Testing ........................................................................................................... 14
8. INVOICING AND PAYMENT .................................................................................... 15
A. Payment Terms ............................................................................................. 15
B. Payee Data Record (State Agencies Only) .................................................... 15
C. CAL-Card Use ............................................................................................... 15
ATTACHMENT A - Contractor Information .................................................................. 16
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USER INSTRUCTIONS
1. SCOPE AND OVERVIEW
The Electronic Payment Acceptance Services (EPAY) Master Service Agreement (MSA)
provides electronic payment acceptance services at contracted pricing to the State of
California and participating local governmental agencies (referenced herein as “Authorized
Users”). The EPAY MSA consists of two (2) Agreements (referenced herein as “individual
EPAY MSAs”):
MSA Contract Contractor
MSA 5-22-70-22-01 Elavon, Inc.
MSA 5-22-70-22-02 First Data Merchant Services, LLC
The individual EPAY MSAs were established by the Department of General Services,
Procurement Division (DGS-PD) in accordance with Government Code §6160-6166 and
allow Authorized Users to accept payment made by means of a credit card or other
payment devices. Electronic payment acceptance service categories offered include:
• Category 1 – Credit and Debit Card Processing
• Category 2 – E-Check Processing
Throughout this document, the term “Authorized Users” will refer to all state agencies and
local governmental agencies eligible to utilize the MSA as defined in Exhibit G of the
individual EPAY MSAs. Instructions exclusive to state agencies or local governmental
agencies are identified within the applicable section.
2. CONTRACT AVAILABILITY
A. State Agencies
1) Use of this Agreement is mandatory for State of California agencies acquiring credit
and debit card payment acceptance services offered in Category 1 (Credit and Debit
Card Processing).
2) Use of these agreements is optional for State of California agencies acquiring
electronic payment acceptance services offered in Category 2 (E-Check Processing).
B. Local Governmental Agencies
1) Use of this Agreement is optional for local governmental agencies.
2) Pursuant to Public Contract Code §10298-10299, a local government agency is any
city, county, district, or other local governmental body or corporation empowered to
expend public funds for the acquisition of goods, information technology, or services.
Reference to local government agencies will also include the California State
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Universities (CSU) and University of California (UC) systems, school districts, and
community colleges.
3) Each local governmental agency shall determine whether use of this Agreement is
consistent with its procurement policies and regulations.
4) Local governmental agencies have no authority to amend, modify or change any
condition of the MSA except those areas specifically identified in MSA 5-22-70-22-01
Exhibit A, Section 12 (e) (with Elavon, Inc.) or MSA 5-22-70-22-02 Exhibit A, Section
12 (e) (with First Data Merchant Services, LLC).
5) Local governmental agencies may be subject to credit approval by the EPAY MSA
Contractor.
3. CONTRACT ADMINISTRATORS
The State and EPAY MSA Contractors contract administrators, assigned as single points of
contact for problem resolution and related contract issues, are listed below.
A. State Contact
Contact
Information State Contract Administrator
Contact Name: Lynnell Cuthbertson
Phone: (279) 799-3844
Email: Lynnell.Cuthbertson@dgs.ca.gov
Address: DGS/Procurement Division
Attn: Lynnell Cuthbertson
707 Third Street, 2nd Floor, MS 202
West Sacramento, CA 95605
B. Contractor Contact
Contact
Information MSA 5-22-70-22-01 MSA 5-22-70-22-02
Contractor: Elavon, Inc. First Data Merchant Services,
LLC
Contact Name: Beverly Baker Cari Garcia
Phone: (502) 933-8406 (530) 604-5504
E-Mail: Beverly.Baker2@elavon.com Cari.Garcia@fiserv.com
Refer to Attachment A for additional EPAY MSA contact information.
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Procurement Division Electronic Payment Acceptance Services
Supplement 2 Page 8 of 16
C. Problem Resolution/Contractor Performance
Authorized Users should first attempt to resolve complaints, issues, or disputes
informally with the EPAY MSA Contractor. If the issue or dispute cannot be resolved
by the Authorized User, the issue may be elevated to the DGS-PD State Contract
Administrator.
4. CONTRACT INFORMATION
A. Master Agreement (Contract) Documents
The EPAY MSA contract documents are posted on the Cal eProcure website. To
obtain copies click on the links below:
MSA Contract Contractor
MSA 5-22-70-22-01 Elavon, Inc.
MSA 5-22-70-22-02 First Data Merchant Services, LLC
B. Agreement Term
1) Each individual EPAY MSA term is listed in Attachment A.
2) Authorized User Subsidiary Agreements shall be executed on or before the
expiration date of the MSA and may continue for up to twelve (12) months beyond
the MSA expiration date.
C. Available Products and Services
1) The EPAY MSA Contractor will provide electronic payment acceptance services in
accordance with the terms and conditions of its individual MSA. The available
service categories provided by each EPAY MSA Contractor are as follows:
Service Category Description MSA 5-22-70-22-01
(Elavon, Inc.)
MSA 5-22-70-22-02
(First Data)
Category 1 –
Credit and Debit Card Processing Yes Yes
Category 2 –
E-Check Processing No Yes
Refer to the individual EPAY MSA for a complete description of services.
2) If Authorized User elects to have a Service Provider provide convenience and/or
service fees, then the Authorized User must ensure that the requirements outlined
in the MSA, Exhibit E, Section 4 are also met by the Service Provider.
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3) Mass Transit Services outlined in MSA 5-22-70-22-01 (Elavon) are available to
Local Authorized Users only.
D. Requirements for American Express® Card Acceptance
American Express® Card acceptance requires an additional separate Subsidiary
Agreement under the Credit Card Acceptance MSA 5-09-99-01 (with American
Express Travel Related Services Company, Inc.) for settlement of all American
Express® Card transactions. Refer to the MSA 5-09-99-01 User Instructions posted
on the Cal eProcure MSA 5-09-99-01 website for more information.
Note: The EPAY MSA Contractor will provide authorization, capture and routing
services for American Express® Cards.
E. Contractor Pricing
Refer to Exhibit E: Fees and Costs, Exhibit E.1: Service Pricing, and Exhibit E.2:
Equipment and Software Pricing of the individual EPAY MSAs for pricing information.
F. Electronic Payment Deposits and Settlement
Authorized Users are required to provide the EPAY MSA Contractor with bank deposit
account information as defined in Exhibit B: Budget Detail and Payment Provisions of
the individual MSA. The EPAY MSA Contractor shall transmit the total amount of the
payment transactions to each Authorized Users’ appropriate designated bank account
in accordance with the provisions of Exhibit B and the schedule noted in Exhibit A,
Section 5 (a)(i) of the individual EPAY MSAs.
Refer to Exhibit B: Budget Detail and Payment Provisions of the individual EPAY MSA
for payment deposit and settlement information.
G. SB/DVBE Participation
There is no California-certified Small Business (SB) or Disabled Veteran Business
Enterprise (DVBE) participation for the EPAY MSAs.
H. Operating Guide
The EPAY MSA Contractors have Operating Guides applicable to each selected service
which are available to Authorized Users. Authorized User should contact the individual
EPAY MSA Contractors for copies of the Operating Guides.
Note: The Elavon EPAY MSA incorporates and provides a hyperlink to the June 2021
Elavon Operating Guide. If the link to the June 2021 Elavon Operating Guide directs
Authorized Users to a different version, please contact the DGS Contract Administrator.
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I. *Generative Artificial Intelligence (GENAI)
State agencies must follow the required GenAI purchase procedures outlined in
the State Contracting Manual (SCM) and the California Department of Technology
GenAI policies.*
5. CONTRACT USAGE/RULES (State Agencies Only)
A. Adherence to Applicable Laws
State agencies must adhere to all applicable State laws, regulations, policies, best
practices, and purchase authority requirements (e.g. California Codes, Code of
Regulations, State Administrative Manual, Management Memos, and State
Contracting Manual Volumes).
B. Purchasing Authority
The acquisition method and type for this Agreement is:
Acquisition Method Acquisition Type
Leveraged Procurement Agreements
(no further competition required) –
Master Agreements
IT Services
Prior to executing Subsidiary Agreements, state agencies must have been granted
purchasing authority by DGS-PD for the use of the acquisition method and type listed
above. State agencies may contact the DGS-PD Purchasing Authority Management
Section for information at pams@dgs.ca.gov.
C. Order Limits/Dollar Thresholds
State agencies may execute orders, including amendments, up to the maximum order
limit listed on page 1, unless otherwise specified by their approved delegated
purchasing authority. Each State agency’s purchasing authority is listed by acquisition
method and type on their Purchasing Authority Approval Letter (PAAL).
To review a State Agency’s PAAL, please refer to the DGS/PD List of State Agencies
with Approved Purchasing Authority (https://www.dgs.ca.gov/PD/Resources/Page-
Content/Procurement-Division-Resources-List-Folder/List-of-State-Departments-with-
Approved-Purchasing-Authority).
D. Agreement Summary
State agencies using the MSA must complete and retain an Agreement Summary
(Std. 215) within their contract file.
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E. Certification of Payment Options – Military & Veterans Code §§999.5 and
999.7(a) (SB588)
Certification of Payments to DVBE Subcontractors and Withhold to be enforced by
ordering agency.
In accordance with the State Contracting Manual, Volume 2, Section 1203.1, State
departments shall require the Contractor to submit a complete an accurate Prime
Contractor’s Certification – DVBE Subcontracting Report (STD. 817) upon acceptance
of ordered goods or services for which the Contractor committed to DVBE subcontractor
participation.
Upon delivery or completion of ordered goods or services, State departments shall do
the following:
• Provide proper withhold notification to prime contractors.
• Withhold $10,000 or the full amount of the final invoice if less than $10,000 pending
receipt of the complete and accurate STD 817.
• Review the STD 817. If it is determined to be complete and accurate, authorize
payment of the withhold.
• If the STD 817 is late or incomplete, department must send the prime contractor a
cure notice allowing at least 15 days, but not more than 30 days, to meet the
Certification of Payments to DVBE Subcontractors requirements.
• If the prime contractor does not comply by the identified deadline, permanently
deduct the withhold.
• Retain all records for a minimum of six years.
F. California Seller’s Permit (State Agencies Only)
California Seller’s Permit information for each EPAY MSA Contractor is identified in
Attachment A. Prior to purchasing goods under these Master Agreements, state
agencies should verify that permits are currently valid on California Department of Tax
and Fee Administration (CDTFA) website (www.cdtfa.ca.gov/). State agencies must
adhere to the file documentation required in the State Contracting Manual Volume, as
applicable.
G. Darfur Contracting Act Certification (State Agencies Only)
Contractors have a signed Darfur Contracting Act Certification on file with DGS-PD.
H. Civil Rights Certification (State Agencies Only)
Contractors have a signed California Civil Rights Laws Attachment on file with DGS-PD.
I. Iran Contracting Act Certification (State Agencies Only)
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Contractors have a signed Iran Contracting Act Certification on file with the DGS-PD.
Prior to award, the state agency must check the “Entities Prohibited from Contracting
with Public Entities in California per the Iranian Contracting Act, 2010 List” posted by
DGS to confirm firm is not listed as an ineligible business.
J. Contractor Certification Clauses (State Agencies Only)
Contractors have a signed Contractor Certification Clauses (CCC 04/2017) on file with
the DGS-PD.
6. ORDERING PROCEDURES
A. Subsidiary Agreement Development Process
The recommended development steps are as follows:
Step Description
1 Authorized User defines their intended payment processing environment
and requirements with all necessary agency staff. (i.e., Program, Technical,
Accounting, Purchasing, etc.).
Areas to consider include, but are not limited to, the following:
Required services (Categories 1-2)
Required card payment types (i.e. Visa, MasterCard, Discover,
American Express, Debit, etc.)
Anticipated number of transactions (monthly/annually)
Anticipated transaction values (ranges and average)
Preferred capture method – Present/Non-Present
(i.e. on-site/point of sale or internet)
Equipment/software needs, if known
2 Authorized User meets with each EPAY MSA Contractor individually to
discuss the agency’s intended payment processing environment and the
EPAY MSA Contractor’s product/service offerings.
3 EPAY MSA Contractors provide the Authorized User a proposed payment
solution.
4 Authorized User performs an analysis of each proposed solution to
determine which EPAY MSA Contractor to select, based on the agency’s
specific business needs.
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Step Description
5 Authorized User executes a Subsidiary Agreement with the selected
EPAY MSA Contractor. (Refer Section 6.B of these User Instructions for
Subsidiary Agreement requirements and execution).
B. Subsidiary Agreement Requirements
Prior to rendering services, the Authorized User and the selected EPAY MSA
Contractor must execute a Subsidiary Agreement that:
• Incorporates all of the terms and conditions of the individual EPAY MSA
by reference (i.e. “Master Service Agreement <MSA Number> and its
amendments are hereby incorporated by reference and made a part of
this agreement.”)
• Includes specific Authorized User terms and requirements (i.e. scope of
work, agency contact, and payment provisions, as applicable) none of
which may alter, rescind, or be in conflict with the terms and conditions of
the individual EPAY MSA.
Note: While there is no need to duplicate the EPAY MSA contract language,
Authorized Users should include details specific to the Subsidiary Agreement between
the Authorized User and the selected EPAY MSA Contractor.
1) State Agency - Contract Form
State agencies must use the Standard Agreement (Std. 213) for EPAY MSA
Subsidiary Agreements, available at
http://www.documents.dgs.ca.gov/dgs/fmc/pdf/std213.pdf.
State Agency Subsidiary Agreements must contain the following:
Standard Agreement (Std. 213)
MSA Exhibit A.1: Selected Services – Check boxes for all MSA exhibits
applicable with selected services
Scope of Work – Including the specific services being ordered and the agency
contract manager/project representative
Agency specific terms and conditions – Including budget, invoice and
payment provisions (e.g. mailing address/contact for invoices) as applicable.
2) Local Agency - Contract Form
Local governmental agencies may use an appropriate equivalent contract form (in lieu of the State’s Std. 213 form) for EPAY MSA Subsidiary Agreements.
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Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services
Supplement 2 Page 14 of 16
Local governmental agency Subsidiary Agreements must contain the following:
Local Agency’s contract form/document (equivalent to the State’s Std. 213
form)
MSA Exhibit A.1: Selected Services – Check boxes for all MSA exhibits
applicable with selected services
Scope of Work – Including the specific services being ordered and the
agency contract manager/project representative
Agency specific terms and conditions – Including, budget, invoice and
payment provisions (e.g. mailing address/contact for invoices) as applicable.
C. Subsidiary Agreement Execution and Distribution
Authorized Users must submit executed Subsidiary Agreements as follows:
1) Contractor Copies
Authorized User shall provide a copy of the executed Subsidiary Agreement to the
appropriate EPAY MSA Contractor Contract Administrator.
7. IMPLEMENTATION
The EPAY MSA Contractor will work with the Authorized User throughout the
implementation process which will include the following:
A. Authorized User Set Up Form
Authorized Users are required to complete an Authorized User Set Up Form (MSA
Exhibit H.1) identifying each agency location under the Authorized User’s Subsidiary
Agreement. Completed Authorized User Set Up Forms must be submitted to the
appropriate EPAY MSA Contractor Contract Administrator.
B. Set Up Process
Upon receipt and verification of the completed Authorized User Set Up Form, the
EPAY MSA Contractor will assign new Merchant Identification (MID) numbers to the
specified locations and provide new MIDs to the designated Authorized User contact.
Authorized User will work with the EPAY MSA Contractor to determine requirements
for updating software or terminals with the new MID number(s) and any additional
implementation steps as needed.
C. Testing
Authorized Users are encouraged to perform test transactions at each location to
ensure functionality after updating the software/terminals with the new MID number(s).
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Department of General Services USER INSTRUCTIONS
Procurement Division Electronic Payment Acceptance Services
Supplement 2 Page 15 of 16
Authorized Users should work directly with the EPAY MSA Contractor to obtain test
cards.
8. INVOICING AND PAYMENT
A. Payment Terms
Refer to Exhibit B of the individual EPAY MSAs for payment terms and provisions.
B. Payee Data Record (State Agencies Only)
State agencies not transacting in FI$Cal must obtain a copy of the Payee Data Record
(Std. 204) in order to process payments. State agencies should forward a copy of the
Std. 204 to their accounting office(s). Without the Std. 204, payment may be
unnecessarily delayed. State agencies may request a copy of the completed Payee
Data Record (Std. 204) from the Contractor.
C. CAL-Card Use
The CAL-Card may not be used for the payment of invoices.
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ATTACHMENT A - Contractor Information
Item Agreement Detail
MSA No. 5-22-70-22-01
Contractor Name Elavon, Inc.
Term Dates 6/1/2022 through 6/1/2027
Link to Cal eProcure Cal eProcure 5-22-70-22-01 webpage
Service Categories Category 1 – Credit and Debit Card Processing
Seller’s Permit Number 99-577598 (Refer to Section 5.F.)
CAL-Card Accepted No
SB/DVBE Certification(s) None
Primary MSA Contractor
Contact Information
Elavon, Inc.
Beverly Baker
(502) 933-8406
Beverly.Baker2@elavon.com
Item Agreement Detail
MSA No. 5-22-70-22-02
Contractor Name First Data Merchant Services, LLC
Term Dates 4/1/2023 through 6/1/2027
Link to Cal eProcure Cal eProcure 5-22-70-22-02 webpage
Service Categories Category 1 – Credit and Debit Card Processing
Category 2 – E-Check Processing
Seller’s Permit Number 09-9931057 (Refer to Section 5.F.)
CAL-Card Accepted No
SB/DVBE Certification(s) None
Primary MSA Contractor
Contact Information
First Data Merchant Services, LLC
Cari Garcia
(530) 604-5504
Cari.Garcia@fiserv.com
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