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PAYMENT SERVICES AGREEMENT THIS PAYMENT SERVICES AGREEMENT

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					                                  PAYMENT SERVICES AGREEMENT

        THIS PAYMENT SERVICES AGREEMENT (“Agreement”) is entered into and is effective January
12, 2010 (the “Effective Date”) by and between the County of Santa Clara California (hereinafter referred
to as the "County") and Metavante Corporation (hereinafter referred to as the "Contractor”) to provide
electronic payment processing services (the “Services”) as described in this Agreement.

IT IS MUTUALLY AGREED BETWEEN THE PARTIES:

1.     DEFINITIONS

       “Implementation Plan” and “Statement of Work” are used interchangeably in this Agreement.

       “Products” are the terminals and equipment listed on Exhibit A (Price Summary and
       Compensation Plan).

       “Network” shall mean a shared system operating under a common name through which member
       financial institutions are able to authorize, route, process and settle transactions (e.g.,
       MasterCard and Visa).

2.     EXHIBITS

       The following Exhibits are attached hereto and incorporated herein by reference:

       A.   Exhibit A – Price Summary and Compensation Plan
       B.   Exhibit B – Key Personnel and Escalation Process
       C.   Exhibit C – Statement of Work (SOW)
       D.   Exhibit D – Insurance Requirements
       E.   Exhibit E – Business Associate Exhibit Pursuant to the Health Insurance Portability and
            Accountability Act (HIPAA) of 1996.
       F.   Exhibit F – ASP Checklist
       G.   Exhibit G – Liquidated Damages
       H.   Exhibit H – HITECH Act Business Associate Requirement
       I.   Exhibit I – Payment Processing Schedule
       J.   Exhibit J – Chase Paymentech Submitter Merchant

3.     NON-EXCLUSIVE AGREEMENT

       This Agreement does not establish an exclusive agreement between the County and the
       Contractor. The County expressly reserves all its rights, including but not limited to, the following:
       the right to utilize others to provide products, support and service; the right to request proposals
       from others with or without requesting proposals from the Contractor; and the unrestricted right to
       bid any such product, support, or service.

4.     TERM OF AGREEMENT

       This Agreement shall not be effective or binding unless approved in writing by the Chief
       Information Officer, or authorized designee, as evidenced by their signature as set forth in this
       Agreement.




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     The initial term (“Initial Term”) of this Agreement is from January 12, 2010 through July 1, 2013,
     with the option by County to renew for two additional one-year periods (each, a “Renewal Term”).
     The Initial Term along with any Renewal Term(s) shall be referred to as the “Term.”

     Furthermore, at any time during the Term of the Agreement, the Agreement is subject to
     termination in accordance with this Agreement. The parties may agree to contract for recurring
     Services beyond the Term.

5.   NECESSARY ACTS AND FURTHER ASSURANCES

     Except as otherwise set forth in Exhibit A, the Contractor shall at its own cost and expense
     execute and deliver such further documents and instruments and shall take such other actions as
     may be reasonably required or appropriate to evidence or carry out the intent and purposes of
     this Agreement.

6.   COUNTING DAYS

     Days are to be counted by excluding the first day and including the last day, unless the last day is
     a Saturday, a Sunday, or a legal holiday, and then it is to be excluded.

7.   AGREEMENT MODIFICATIONS

     This Agreement or any contract release purchase order may be supplemented, amended, or
     modified only by the mutual agreement of the parties. No supplement, amendment, or
     modification of this Agreement or of any contract release purchase order will be binding on
     County unless it is in writing and signed by County’s Chief Information Officer.

8.   SCOPE

     Contractor agrees to provide the County electronic payment processing Services (the “Services”),
     including the Products and support as set forth in this Agreement.

     The County will consider Contractor to be the single point of contact with regards to all
     contractual matters, including payment of any and all charges for Products and Services provided
     under the Agreement and any issues regarding the subcontractor(s), if any.

     Contractor shall provide to the County all documentation and manuals relevant to the operation of
     this Agreement, at no additional cost.

     Contractor shall provide to County quarterly and annual spend and usage reports, at no additional
     cost.

     Employees and agents of Contractor shall, while on the premises of County, comply with all rules
     and regulations of the premises, including, but not limited to, security requirements.

9.   PRICE SUMMARY AND COMPENSATION PLAN

     Unless otherwise stated, pricing shall be fixed for the Term of the Agreement, including all
     extensions, except that Contractor reserves the right to increase its fees as necessary to account
     for increases in pass-through costs, including but not limited to interchange and network provider
     fees and dues, fines, fees and/or assessments owed by Customer to MasterCard and/or Visa.
     These fees are identified as convenience fees on Exhibit A (Price Summary and Compensation
     Plan) under Option A (Agency Funded Fixed Rate Pricing - included in bundle), Option C
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      (Convenience Fee Funded Pricing – Tax, Option D (Convenience Fee Funded Pricing – Non Tax
      Advantage) and Option E Convenience Fee Funded Pricing – Non Tax Percentage. Increases, if
      any, would occur in April and/or October. Contractor may only increase said Mastercard and/or
      Visa pass-through costs (1) no more than twice each calendar year, (2) if Contractor provides to
      County the written notice it received from the processor, Chase Paymentech, notifying County of
      said increases, and (3) within ninety (90) days of any change in pass-through costs.

      Exhibit A of this Agreement is the basis for pricing and sets forth the maximum pricing available to
      County during the Term of this Agreement. The maximum compensation paid to the Contractor
      under the Initial Term of the Agreement is $500,000.

      Both parties acknowledge that during the Term of the Agreement, additional products, support
      and/or services may be required. If a cost is associated, County reserves the right to negotiate
      the cost with Contractor. The County Agreement Administrator will incorporate additional
      products, support and services into the Agreement by means of an amendment.
 
10.   TIME OF THE ESSENCE

      Time is of the essence in the delivery of Services by Contractor under this Agreement and any
      contract release purchase order. In the event that the Contractor fails to deliver Products and/or
      Services on time, and such failure is solely the fault of Contractor, the Contractor shall be liable
      for any costs incurred by the County because of Contractor’s delay. For instance, County may
      purchase or obtain the Products and/or Services elsewhere and the Contractor shall be liable for
      the difference between the price in the Agreement and the cost to the County, or the County may
      terminate the Agreement and Contractor may be liable for County’s damages.

      The Contractor shall promptly reimburse the County for the full amount of its liability, or, at
      County’s option, the County may offset such liability from any payment due to the Contractor
      under any agreement with the County.

      The rights and remedies of County provided herein shall not be exclusive and are in addition to
      any other rights and remedies provided by law. The acceptance by County of late or partial
      performance with or without objection or reservation shall not waive the right to claim damage for
      such breach nor constitute a waiver of the rights or requirements for the complete and timely
      performance of any obligation remaining to be performed by the Contractor, or of any other claim,
      right or remedy of the County.

11.   SHIPPING AND RISK OF LOSS

      Products shall be packaged, marked and otherwise prepared by Contractor in suitable containers
      in accordance with sound commercial practices. Contractor shall include an itemized packing list
      with each shipment.

      Unless otherwise specified in writing, all shipments by Contractor to County will be F.O.B. point of
      destination. Freight or handling charges are not billable unless such charges are referenced on
      the order. Transportation receipts, if required by contract release purchase order, must
      accompany invoice. Regardless of F.O.B. point, Contractor agrees to bear all risks of loss, injury,
      or destruction to Products ordered herein which occur prior to acceptance at County’s destination;
      and such loss, injury or destruction shall not release Contractor from any obligation hereunder.

      Any shipments returned to the Contractor shall be delivered as F.O.B. shipping point.

12.   RESPONSIBILITY OF EQUIPMENT
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      County shall not be responsible for any damage to persons or property as a result of the use,
      misuse or failure of any equipment used by Contractor, or by any of its employees, even though
      such equipment may be furnished, rented or loaned to Contractor by County.

13.   ACCEPTANCE

      Unless otherwise provided in the Statement of Work (Exhibit C), acceptance procedures for the
      Services will be as set forth in this subsection. “Acceptance” shall be defined as the County’s
      written agreement that the Implementation is complete such that the processing of live data may
      be commenced. The County’s refusal to provide such written agreement shall constitute a
      rejection of the Implementation as being complete. No payment for the Services will be due
      before Acceptance thereof. Any notice of rejection will explain how the Implementation fails to
      meet the requirements of this Agreement. Contractor will, upon receipt of such notice, investigate
      the reported deficiency and exercise reasonable efforts to remedy it promptly. The County, at its
      sole discretion, will have the option to re-perform the Acceptance test. If the Contractor is unable
      to remedy the deficiency within sixty (60) days of notice of rejection, the County shall have the
      option of terminating this Agreement in its entirety for default.

14.   ADJUSTMENT BY COUNTY

      County reserves the right to waive a variation in specification of Products or Services provided by
      the Contractor. Contractor may request an equitable adjustment of payments to be made by
      County if County requires a change in the Products or Services to be delivered. Any claim by the
      Contractor for resulting adjustment of payment must be asserted within 30 days from the date of
      receipt by the Contractor of the notification of change required by County; provided however, that
      the Chief Information Officer, if he/she decides that the facts justify such action, may receive and
      act upon any such claim asserted at any time prior to final payment made for Products and
      Services provided by Contractor. Nothing in this clause shall excuse performance by Contractor.

15.   INVOICING

      Contractor shall invoice according to the pricing contained in Exhibit A of this Agreement.
      Invoices shall be sent to the County customer referenced in the individual contract release
      purchase order.

      Invoices shall include: Contractor’s complete name and remit-to address; invoice date, invoice
      number, and payment term; County agreement number; pricing per the Agreement; applicable
      taxes; and total cost.

      Both parties shall make reasonable efforts to resolve all invoicing disputes within forty-eight (48)
      hours of notification by one party to the other.

16.   AVAILABILITY OF FUNDING

      The County's obligation for payment of any agreement beyond the current fiscal year end is
      contingent upon the availability of funding and upon appropriation for payment to the Contractor.
      No legal liability on the part of the County shall arise for payment beyond June 30 of the calendar
      year unless funds are made available for such performance, except that County shall be
      responsible for paying Contractor for (1) Services performed by Contractor, and (2) Custom
      Development Services (as defined in Exhibit A to this Agreement) performed by Contractor and
      accepted by County.

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17.   PAYMENT

      Payment shall be due according to the compensation plan on Exhibit A. Payment is due 30 days
      from the date of the invoice or Acceptance, whichever date is later. Electronic transfer of funds is
      now the method of payment made to the payee’s bank account with a financial institution.
      Payment is deemed to have been made when the County initiates the electronic fund transfer.

      Notwithstanding anything to the contrary, County shall not make payments prior to receipt of
      Products or the Services (i.e. the County will not make “advance payments”). Any acceptance of
      partial delivery shall not waive any of County’s rights.

      Sales tax, if any, shall be noted separately on every invoice. Items that are not subject to sales
      tax shall be clearly identified.

      Contractor shall be responsible for payment of all state and federal taxes assessed on the
      compensation received under this Agreement and such payment shall be identified under the
      Contractor’s federal and state identification number(s).

      Contractor shall have no claim against County for payment of any money or reimbursement, of
      any kind whatsoever, for any Service provided by the Contractor after the expiration or other
      termination of this Agreement. Should Contractor receive any such payment, it shall immediately
      notify County and shall immediately repay all such funds to County. Payment by County for
      Services rendered after expiration/termination of this Agreement shall not constitute a waiver of
      County’s right to recover such payment from the Contractor. This provision shall survive the
      expiration or termination of this Agreement.

      The County does not pay Federal Excise Taxes (F.E.T). The County will furnish an exemption
      certificate in lieu of paying F.E.T. Federal registration for such transactions is: County #94-
      730482K. Contractor shall not charge County for delivery, drayage, express, parcel post,
      packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose, unless
      expressly authorized by the County.

18.   PAYMENT DOES NOT IMPLY ACCEPTANCE OF WORK

      The granting of payment by County, or the receipt thereof by Contractor, shall not relieve
      Contractor of its obligations under this Agreement.

19.   LATE PAYMENT CHARGES OR FEES

      The Contractor acknowledges and agrees that the County will not pay late payment charges.

20.   DISPUTED PAYMENTS

      If, due to either an issue with the charges on an invoice or the Contractor’s failure to perform its
      obligations under this Agreement, the County disputes any charge(s) on an invoice, the County
      may withhold the disputed amount, provided that (a) there is a reasonable basis for the dispute,
      (b) all other amounts that are not in dispute have been paid in accordance with this Agreement,
      and (c) the County delivers a written statement to Contractor on or before the due date of the
      invoice, describing in detail the basis of the dispute and the amount being withheld by the County.

21.   DISALLOWANCE

      In the event the Contractor receives payment for Products or Services, which payment is later
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      disallowed by the County pursuant to state or federal law or regulation, the Contractor shall
      promptly refund the disallowed amount to the County upon notification. At County’s option, the
      County may offset the amount disallowed from any payment due to the Contractor under any
      agreement with the County.

22.   LIQUIDATED DAMAGES

      Exhibit G sets for the circumstances under which the County may recover liquidated damages
      from the Contractor. The rights and remedies of County provided in Exhibit G shall not be
      exclusive and are in addition to any other rights and remedies provided by law.

23.   TERMINATION FOR CONVENIENCE

      The County may terminate this Agreement or any contract release purchase order at any time for
      the convenience of the County by giving thirty (30) days written notice specifying the effective
      date and scope of such termination.

      In no event shall the County be liable for any loss of profits on the resulting order or portion
      thereof so terminated.

24.   TERMINATION FOR DEFAULT

       If either party fails to perform any of its material obligations under this Agreement (a “Default”)
      and does not cure such Default in accordance with this Section, then the non-defaulting party
      may, by giving notice to the other party, terminate this Agreement as of the date specified in such
      notice of termination, or such later date agreed to by the parties, and/or recover Damages. A
      party may terminate the Agreement in accordance with the foregoing if such party provides
      written notice to the defaulting party and either (a) the defaulting party does not cure the Default
      within thirty (30) days of the defaulting party’s receipt of notice of the Default, if the Default is
      capable of cure within thirty (30) days, or (b) if the Default is not capable of cure within thirty (30)
      days, the defaulting party does not both (i) implement a plan to cure the Default within thirty (30)
      days of receipt of notice of the Default, and (ii) diligently carry-out the plan in accordance with its
      terms. The parties acknowledge and agree that a failure to pay any amount when due hereunder
      shall be a Default that is capable of being cured within thirty (30) days. The parties acknowledge
      and agree that any error in processing data, preparation or filing of a report, form, or file, or the
      failure to perform Services as required hereunder shall be satisfactorily cured upon the
      completion of accurate re-processing, the preparation or filing of the accurate report, form, or file,
      or the re-performance of the Services in accordance with applicable requirements, respectively.

      In the event of such termination, the non-defaulting party shall have the right to exercise all other
      legal and equitable remedies including the right to seek specific performance of all or any part of
      the Agreement.

      If, after notice of termination under the provisions of this clause, it is determined for any reason
      that the Contractor was not in default under this provisions of this clause, the rights and
      obligations of the parties shall be the same as if the notice of termination had been issued
      pursuant to the Termination for Convenience clause.

25.   TERMINATION FOR LACK OF APPROPRIATION

      The County’s performance of its payment obligations under this Agreement is contingent on the
      appropriation of funds by the County. Should sufficient funds not be appropriated, this
      Agreement may be terminated by County at any time by providing Contractor with thirty (30) days
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      written notice. In the event of such Termination for Lack of Appropriation, County shall be
      responsible only for any undisputed, unpaid balances for goods and/or services provided by
      Contractor and accepted by County prior to the effective date of termination.

26.   EARLY TERMINATION

      Notwithstanding any other provision of this Agreement, County may terminate this Agreement by
      delivering to Contractor notice of the intent to terminate at least thirty (30) days prior to the
      intended date of termination. By such termination, neither County nor the Contractor may nullify
      obligations, if any, already incurred for performance or failure to perform prior to the date of
      termination. Termination under this paragraph may be made with or without cause.

27.   TERMINATION FOR BANKRUPTCY

      If Contractor is adjudged to be bankrupt or should have a general assignment for the benefit of its
      creditors, or if a receiver should be appointed on account of Contractor’s insolvency, the County
      may terminate this Agreement immediately upon written notice without penalty.

28.   BUDGETARY CONTINGENCY

      Performance and/or payment by the County pursuant to this Agreement is contingent upon the
      appropriation of sufficient funds by the County for Services covered by this Agreement. If funding
      is reduced or deleted by the County for Services covered by this Agreement, the County may, at
      its option and without penalty or liability, terminate this Agreement or offer an amendment to this
      Agreement indicating the reduced amount.

29.   MODIFICATION OR PARTIAL TERMINATION

      29.1 Modifications to Services. Contractor may relocate, modify, amend, enhance, update, or
      provide an appropriate replacement for the software used to provide the Services, or any element
      of its systems or processes at any time or withdraw, modify or amend any function of the
      Services, as necessary to conform with any requirements which may be promulgated by the card
      associations, card companies, debit networks, and/or NACHA.

      29.2 Partial Termination by Contractor. Except as may be expressly provided in any Schedule
      hereto, Contractor may, at any time, withdraw any of the Services upon providing ninety (90)
      days' prior written notice to County, provided that Contractor withdraws such Service(s) from its
      entire customer base. Contractor may also terminate any function or any Services immediately in
      the event that providing such function or Services violates applicable law or regulation or the
      rights of any third party. If Contractor terminates any Service, Contractor agrees to assist County,
      without additional charge, in identifying an alternate provider of such terminated Service.

30.   DISENTANGLEMENT

      A. Contractor shall cooperate with County and County’s other contractors to ensure a smooth
         transition at the time of termination of this Agreement, regardless of the nature or timing of the
         termination. Contractor shall cooperate with County's efforts to ensure that there is no
         interruption of the Services required under the Agreement and no adverse impact on the
         supply of Products or the provision of the Services. Contractor shall return to County all County
         assets County Data in Contractor’s possession.

      B. Contractor shall deliver to County or its designee, at County’s request, all documentation and
         data related to County, including, but not limited to, the County Data and client files, held by
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         Contractor, and after return of same, Contractor shall destroy all copies thereof not turned over
         to County, all at no charge to County.

      C. In addition, following the expiration or termination of this Agreement, Contractor shall provide
         County, at County's expense, all necessary assistance to facilitate the orderly transition of
         services to County or its designee ("Termination Assistance"). As part of the Termination
         Assistance, Contractor shall assist County to develop a plan for the transition of all services
         then being performed by Contractor under this Agreement, from Contractor to County or its
         designee, on a reasonable schedule developed jointly by Contractor and County. Prior to
         providing any Termination Assistance, Contractor shall deliver to County a good faith estimate
         of all reasonable expenses and charges including charges for custom programming services.
         County understands and agrees that all expenses and charges for Termination Assistance
         shall be computed in accordance with Contractor's then current standard prices for such
         products, materials and services. Nothing contained herein shall obligate County to receive
         Termination Assistance from Contractor.

      D. Unless Contractor terminates this Agreement for County's Default, upon at least ninety (90)
         days' prior written request by County, Contractor shall continue to provide County all Services.
         In such circumstance, the effective date of termination may be extended at County’s option, for
         a maximum period of twelve (12) months. If County elects to receive the Services for such
         period, Contractor's then current standard pricing shall continue to apply to the provision and
         receipt of such Services.

      E. Vendor shall process any authorized transactions which are initiated during the Term of this
         Agreement, even if the settlement related to such transactions occurs after the expiration or
         termination of this Agreement. The County shall only be responsible for fees or other charges
         related to such transactions as it would have normally incurred under the terms of this
         Agreement prior to its expiration or termination.

      F. Contractor shall retain County Data collected or created under this Agreement for a period of
         seven (7) years from the date of such collection or creation. This obligation shall survive the
         termination or expiration of the Agreement. Upon County request, the Contractor shall provide
         at a mutually agreed upon cost and in a mutually agreed upon format copies of the County
         Data excluding Customer Data.

31.   SERVICE LEVEL AGREEMENT

      Contractor warrants that the service provided pursuant to this Agreement shall adhere to the
      Service Levels and Benchmarks specified in Section 4 of the Statement of Work. Unavailability
      does not mean an inability to connect to the service due to a failure between the Customer’s
      computer and the Internet. System availability and response time shall be accurately, truthfully and
      precisely monitored by Contractor on a 24X7X365 basis. Contractor shall provide a system
      availability and response time report at any time upon request by County.

      This Agreement may be terminated for cause and without penalty if the Contractor fails to meet, for
      three (3) months in any twelve (12) month period, the Service Levels and Benchmarks specified in
      Section 4 of the Statement of Work, or experiences any period of total unavailability that has not
      been cured within three (3) hours to the reasonable satisfaction of the County.

32.   STATEMENT OF WORK AND SUB-STATEMENTS OF WORK

      Exhibit C is the Statement of Work for this Agreement. A sub-Statement of Work (sub-SOW) is
      required for all project management, implementation work, final acceptance test, and any other
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      project services undertaken for a County Agency or Department under this Agreement. The sub-
      SOW shall include all phases, tasks to be performed, the roles and responsibilities of the two
      parties, deliverables, timelines, completion criteria of each task, and final acceptance criteria.
      Each task shall include, but not be limited to, site preparation, implementation, installation,
      training, final acceptance testing and on-going services and support.

      The following process will be followed for the initiation of a sub-SOW:

      1.     County department identifies the need to accept credit card, debit card and or e-check
             (ACH) payments in its office (over the counter), over the web, or through Interactive Voice
             Response (IVR).
      2.     County department obtain Request for Services form and a document that describes the
             various services and products contained in the County-wide contract from the Controller’s
             Office.
      3.     After reviewing the services and products document and consulting with the County team
             members where appropriate, County department completes the Request for Services form
             and submits to the Controller’s Office.
      4.     Controller’s Office reviews the Request for Services form and involves the appropriate
             County staff (e.g. ISD for web and IRV) in the review of the request. Based on the results
             of the review, and upon agreement with the County department, the Request for Services
             will be updated as appropriate.
      5.     Controller’s Office returns approved Request for Services form to the County department
             with instructions on how to contact Contractor’s Relationship Manager. Controller’s Office
             forwards approved request to the Contractor Relationship Manager.
      6.     County department schedules an initial meeting with Contractor Relationship Manager
             and appropriate County team members.
      7.     Contractor, in conjunction with the County department and appropriate County team
             members will manage the project as described in the Scope of Work, Section 3. Project
             Management.
      8.     At the appropriate time, the County department will create a contract release in SAP for
             the services and products as determined in step 7 above.
      9.     Prior to the go live date, the County department will complete and forward to the
             Controller’s Office a Final Check Off List document for approval. Controller’s Office
             forwards the approved Final Check Off List to the County department and the Contractor
             Relationship Manager. The Contractor must obtain the approved Final Check Off List and
             if there is a County financial obligation, the County contract release, before moving the
             project into production.

33.   KEY PERSONNEL AND ESCALATION PROCESS

      33.1   County:
             33.1.1 Agreement Administrator: this Agreement shall be administered by the
             Procurement Department Agreement Administrator. All contractual matters, including
             notices related to this Agreement, must be directed to the Agreement Administrator.
             33.1.2 Agency or Department Project Manager: the Agency or Department Project
             Manager is responsible for its respective sub-SOW, including: reviewing and approving
             the sub-SOW; assuring that the objectives of the sub-SOW are met; approving changes to
             the sub-SOW; meeting with Contractor on sub-SOW matters; coordinating and monitoring
             Contractor’s work under their respective sub-SOW; inspecting any and all tasks,
             deliverables, products, services, or other work provided by Contractor; and reviewing and
             approving Contractor invoices.

             Neither the Agency nor the Department Project Manager is authorized to make any

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             changes to this Agreement and are not authorized to further obligate County in any
             respect whatsoever.

      33.2   Contractor:
             33.2.1 Project Manager: the Contractor’s Project Manager shall be responsible for
             coordinating the Contractor’s performance of all the tasks, deliverables, products,
             services, and other work under the sub-SOW.
             33.2.2 Account Manager: the Contractor’s Account Manager shall: notify the County
             Contract Administrator in writing of any change in the name and address of the Contractor
             and/or change in Contractor Project Manager; be responsible for the Contractor’s day-to-
             day activities as related to this Agreement; and meet with the County as to the progress of
             the Agreement whenever reasonably required.

      Exhibit B of this Agreement lists the key personnel and escalation process, including the project
      managers, engaged by County and Contractor to perform the work under this Agreement.
      Additional personnel may be added, if necessary, to complete the project upon mutual agreement
      by both parties.

      Contractor shall make every attempt to ensure that key personnel are not diverted from this
      project without prior notice to County. Key personnel are those individuals who are determined
      by County to be central to the management of the project and the implementation of the proposed
      system, as designated in Exhibit B. In the event the designated project manager is re-assigned
      by Contractor to a different project or is otherwise unavailable, the County will be notified and a
      replacement project manager with equivalent competence shall be appointed, subject to the
      approval of the County.

      If the number of Contractor’s personnel are reduced because of death, permanent termination of
      employment, or extended illness, Contractor shall use reasonable efforts to replace the same or
      greater number of personnel with equal ability, experience, and qualification within ten (10)
      working days. The Contractor shall include status reports of its efforts and progress in finding
      replacements and the effect of the absence of the personnel on the progress of the project. The
      Contractor shall also make interim arrangements to assure that the project progress is not
      affected by the loss of personnel.

      The County reserves the right to require a change in Contractor representatives if the assigned
      representatives are not, in the opinion of the County, meeting its needs adequately.

34.   NON-BINDING MEDIATION

      The parties agree that except with respect to collection actions to enforce the County’s payment
      obligations hereunder, in the event a dispute arises between the parties under this Agreement
      and the parties are unable to resolve it through good faith discussions, the parties shall submit
      such dispute to non-binding mediation prior to pursuing litigation. The mediator for any such
      mediation shall be mutually agreed upon by the parties. Either party may invoke this provision by
      submitting a demand to the other party for non-binding mediation. If the other party fails to
      respond within fifteen (15) days of its receipt of such demand, the party which sent the demand
      shall have the right to pursue litigation, and if the parties are unable to agree on a mediator, either
      party shall have the right to pursue litigation.

35.   ACCOUNTABILITY

      Contractor will be the primary point of contact and assume the responsibility of all matters relating
      to the purchase, including those involving the manufacturer and deliverer or any subcontractor, as
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      well as payment issues. If issues arise, the Contractor must take prompt action to correct or
      resolve the issues.

36.   NO ASSIGNMENT, DELEGATION OR SUBCONTRACTING WITHOUT PRIOR WRITTEN
      CONSENT

      Contractor may not assign any of its rights, delegate any of its duties or subcontract any portion
      of the Services under this Agreement or any contract release purchase order issued pursuant to
      this Agreement without the prior written consent of County. No assignment, delegation or
      subcontracting will release Contractor from any of its obligations or alter any of its obligations to
      be performed under the Agreement. Any attempted assignment, delegation or subcontracting in
      violation of this provision is voidable at the option of the County and constitutes material breach
      by Contractor. Contractor is responsible for payment to subcontractors and must monitor,
      evaluate, and account for the subcontractor(s) services and operations.

      Notwithstanding the foregoing, Contractor may assign this Agreement without the County’s prior
      written consent to any entity that acquires all or substantially all of the business or assets of
      Contractor, whether by merger, reorganization, acquisition, sale or otherwise; provided, however,
      that in the event of such an assignment, Contractor will provide notice of such assignment to the
      County and the County shall have the right to terminate this Agreement within thirty (30) days of
      the date of such notice of assignment, such termination to be effective upon thirty (30) days
      notice to Contractor. Any assignment made in conflict with this provision shall be void subject to
      the foregoing, and this Agreement shall benefit and bind the permitted successors and assigns of
      the parties.

      As used in this provision, "assignment" and "delegation" means any sale, gift, pledge,
      hypothecation, encumbrance, or other transfer of all or any portion of the rights, obligations, or
      liabilities in or arising from this Agreement to any person or entity, whether by operation of law or
      otherwise, and regardless of the legal form of the transaction in which the attempted transfer
      occurs.

37.   PERFORMANCE, TEST, MONITOR, AND EVALUATION

      37.1   Contractor shall provide all Products, support and Services required within the timelines
             listed in this Agreement and any subsequent sub-SOW. County hereby acknowledges
             that Contractor’s ability to meet such timelines is directly dependent upon County meeting
             its obligations within the timelines established in this Agreement and any sub-SOW.

      37.2   Test:
             37.2.1 County will use the criteria established in the SOW and any subsequent sub-SOW
             to determine the acceptance of each task and to test the Services.

             37.2.2 If the County, in its sole discretion, determines that the Services have failed to
             meet a specific task, specification or requirements of the SOW, any sub-SOW, or this
             Agreement, or that features or functions said to be present in the Contractor’s
             Documentation are absent or do not function properly, County may execute any or all of
             the following:

             37.2.3 Have the Contractor modify the Services to to be in substantial conformity with the
             Documentation;

             37.2.4 Extend the acceptance testing period for a reasonable time period to allow time for
             Contractor to remedy the problems; or
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             37.2.5 Cancel this Agreement and its obligations to Contractor. Any pre-payments made
             to the Contractor shall be prorated to the termination date and the remainder refunded to
             the County.

      37.3   Corrective Action:
             37.3.1 Contractor shall comply with all applicable state, federal and county laws and
             regulations relating to its performance under this Agreement in all material respects.

             37.3.2 If County discovers any practice, procedure, or policy of Contractor which
             materially deviates from the terms or requirements of this Agreement, which violates
             federal or state statutes or regulations, the County, in addition to its termination rights,
             may notify Contractor that corrective action is required.

             37.3.3 Contractor shall correct any and all discrepancies, violations, or deficiencies within
             thirty (30) calendar days, unless the corrective action requires additional time, in which
             case Contractor shall have a period of time to make corrections.

38.   MERGER AND ACQUISITION

      The terms of this Agreement will survive an acquisition, merger, divestiture or other transfer of
      rights involving Contractor. In the event of an acquisition, merger, divestiture or other transfer of
      rights, Contractor must ensure that the acquiring entity or the new entity is legally required to:

      A. Honor all the terms and conditions in this Agreement.
      B. If applicable, provide the functionality of the Services in a future, separate or renamed
      product, if the acquiring entity or the new entity reduces or replaces the functionality, or otherwise
      provide a substantially similar functionality of the Services at the same pricing levels. No
      additional license or maintenance fee will apply.
      C. Give written notice to the County no more than thirty (30) days following the closing of an
      acquisition, merger, divestiture or other transfer of right involving Contractor.
      D. Contractor shall provide reasonable assistance during the transition to the acquiring or new
      entity.

39.   COMPLIANCE WITH ALL LAWS & REGULATIONS

      Contractor shall comply with all laws, codes, regulations, rules and orders (collectively,
      "Regulations") applicable to Contractor in its performance of the Services to be provided
      hereunder. Contractor’s violation of this provision shall be deemed a material default by
      Contractor, giving County a right to terminate the Agreement. Examples of such Regulations may
      include (as applicable) but are not limited to California Occupational Safety and Health Act of
      1973, Labor Code §6300 et. seq. the Fair Packaging and Labeling Act, the Americans with
      Disabilities Act, Section 508 of the Rehabilitation Act of 1973, etc. and the standards and
      regulations issued thereunder. Subject to the limitations contained in this Agreement, Contractor
      agrees to indemnify and hold harmless the County for any loss, damage, fine, penalty, or any
      expense whatsoever as a result of Contractor’s failure to comply with the act and any standards
      or regulations issued there under provided that (a) the County promptly notifies Contractor or any
      claim for which it intends to seek indemnity under this Section (“Claim”), (b) the Contractor has
      the opportunity to assume and control the defense of any such Claim, and (c) the County agrees
      to provide reasonable cooperation (if necessary) to Contractor in its defense of such Claim.

40.    PROHIBITIONS


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      Contractor shall not send unsolicited commercial messages or communications in any form
      (“SPAM”) to County; intentionally engage in any activities or actions that infringe or
      misappropriate the intellectual property rights of others, engage in any activities or actions that
      would violate the personal data rights or personal privacy rights of others, send, post or host
      harassing, abusive, libelous or obscene materials or assist in any similar activities related
      thereto; intentionally omit, delete, forge or misrepresent transmission information, including
      headers, return mailing and Internet protocol addresses; use the Services for any illegal
      purposes, in violation of any applicable laws or regulations or in violation of the rules of any other
      service providers, web sites, chat rooms or the like; or assist or permit any of its employees in
      engaging in any of the activities described above.

41.   FORCE MAJEURE

      Neither party shall be liable for failure of performance, nor incur any liability to the other party on
      account of any loss or damage resulting from any delay or failure to perform all or any part of this
      Agreement if such delay or failure is caused by events, occurrences, or causes beyond the
      reasonable control and without negligence of such party. Such events, occurrences, or causes
      will include acts of God/nature (including fire, flood, earthquake, storm, hurricane or other natural
      disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil
      war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist
      activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
      interruption or failure of electricity or telecommunication service.

      Each party, as applicable, shall give the other party notice of its inability to perform and
      particulars in reasonable detail of the cause of the inability. Each party must use commercially
      reasonable efforts to remedy the situation and remove, as soon as practicable, the cause of its
      inability to perform or comply.

      The party asserting Force Majeure as a cause for non-performance shall have the burden of
      proving that reasonable steps were taken to minimize delay or damages caused by foreseeable
      events, that all non-excused obligations were substantially fulfilled, and that the other party was
      timely notified of the likelihood or actual occurrence which would justify such an assertion, so that
      other prudent precautions could be contemplated.

      Either party shall reserve the right to (a) terminate this Agreement and/or any applicable order or
      contract release purchase order upon non-performance by the other party or (b) extend the
      Agreement and time for performance at such party’s discretion.

42.   CONFLICT OF INTEREST

      Contractor warrants that it presently has no interest and shall not acquire any interest, direct or
      indirect, that would conflict in any manner or degree with the performance of Services required
      under this Agreement.

43.   INDEPENDENT CONTRACTOR

      Contractor shall supply all Products and perform all Services pursuant to this Agreement as an
      independent contractor and not as an officer, agent, servant, or employee of County. Contractor
      shall be solely responsible for the acts and omissions of its officers, agents, employees,
      contractors, and subcontractors, if any. Nothing herein shall be considered as creating a
      partnership or joint venture between the County and Contractor. No person performing any
      services and/or supplying all goods shall be considered an officer, agent, servant, or employee of
      County, nor shall any such person be entitled to any benefits available or granted to employees of
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      the County.

44.   HIPAA

      Contractor shall comply with Exhibits E and H, which set forth certain requirements pursuant to
      the Health Insurance Portability and Accountability Act (HIPAA) of 1996.

45.   INSURANCE

      Contractor shall maintain insurance coverage pursuant to the Exhibit D.

46.   DAMAGE AND REPAIR BY CONTRACTOR

      Any and all damages to County’s physical property caused by Contractor’s negligence or
      operations shall be repaired, replaced or reimbursed by Contractor at no charge to the County.
      Repairs and replacements shall be completed as soon as reasonably possible after the incident
      unless the County requests or agrees to an extension or another time frame. Contractor must
      promptly report each incident to the County’s Chief Information Officer. Damage observed by
      Contractor, whether or not resulting from Contractor’s operations or negligence shall be promptly
      reported by Contractor to County.

47.   LIENS, CLAIMS, AND ENCUMBRANCES AND TITLE

      The Contractor represents and warrants that all the goods and materials ordered and delivered
      are free and clear of all liens, claims or encumbrances of any kind. Title to the material and
      supplies purchased shall pass directly from Contractor to County at the F.O.B. point, subject to
      the right of County to reject upon inspection.

48.   INDEMNITY

      Subject to the limitations contained in this Agreement Contractor shall indemnify, defend, and
      hold harmless the County and its officers, and employees from any claim, liability, loss, injury or
      damage arising out of, or in connection with, a breach by Contractor, its agents, employees or
      sub-contractors of its information security obligations, as set forth in Section 54.3 hereof,
      excepting only loss, injury or damage caused by the sole negligence or willful misconduct of
      personnel employed by the County, provided that (a) the County promptly notifies Contractor or
      any claim for which it intends to seek indemnity under this Section (“Claim”), (b) the Contractor
      has the opportunity to assume and control the defense of any such Claim, and (c) the County
      agrees to provide reasonable cooperation (if necessary) to Contractor in its defense of such
      Claim.

49.   INTELLECTUAL PROPERTY INDEMNITY

      Subject to the indemnification procedures in the next sentence, Contractor shall, at its own
      expense, indemnify, defend, settle, and hold harmless the County and its agencies against any
      claim brought against the County, based on Contractor’s alleged infringement of any patent,
      trademark, copyright or other proprietary rights of a third party, including trade secret rights under
      the laws of the United States, unless and except to the extent that such infringement is caused by
      Contractor’s compliance with County’s specifications or instructions, or Contractor’s use of
      trademarks or data supplied by County. If any third party makes a claim covered by this Section
      against the County with respect to which the County intends to seek indemnification under this
      Section, the County shall give reasonably prompt notice of such claim to the Contractor, including
      a brief description of the amount and basis therefor, if known. Upon giving such notice, the
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      Contractor shall be obligated to defend the County against such claim, and shall be entitled to
      assume control of the defense of the claim with counsel chosen by the Contractor, and
      reasonably satisfactory to the County. The County shall cooperate with and assist the Contractor
      in its defense against such claim in all reasonable respects. The Contractor shall keep the
      County fully apprised at all times as to the status of the defense. Notwithstanding the foregoing,
      the County shall have the right to employ its own separate counsel in any such action, but the
      fees and expenses of such counsel shall be at the expense of the County. Neither the Contractor
      nor the County shall be liable for any settlement of action or claim effected without its consent.
      Following indemnification as provided in this Section, the Contractor shall be subrogated to all
      rights of the County with respect to the matters for which indemnification has been made.

50.   WARRANTY

      Any manufacturer warranties for any Products furnished under this Agreement shall be passed
      through from Contractor to the County.

      Contractor will configure virtual terminals as a backup for the free standing terminals at no cost
      for any interested department/agency. Additionally, the County may purchase spare free
      standing terminal(s) for Contractor to inventory and provide overnight shipment of those terminals
      as may be required.

51.   PERFORMANCE WARRANTY/EXCLUSIVE REMEDY/DISCLAIMER OF ALL OTHER
      WARRANTIES

      51.1 Performance Warranty. Contractor warrants that it will provide the Services in a
      commercially reasonable manner in substantial conformity with the Documentation (the
      “Performance Warranty”). THIS PERFORMANCE WARRANTY IS SUBJECT TO THE
      WARRANTY EXCLUSIONS SET FORTH BELOW IN SECTION 51.2.

      51.2 Performance Warranty Exclusions. Except as may be expressly agreed in writing by
      Contractor, Contractor’s Performance Warranty does not apply to:defects, problems, or failures
      caused by the Customer’s nonperformance of obligations essential to Contractor’s performance
      of its obligations; and/or defects, problems, or failures caused by an event of force majeure.

      51.3 DISCLAIMER OF ALL OTHER WARRANTIES. THIS PERFORMANCE WARRANTY,
      AND THE WARRANTIES IN SECTIONS 50 and 52 HEREOF, ARE IN LIEU OF, AND
      CONTRACTOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR
      REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO
      THE PRODUCTS and SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING,
      WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR
      FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT CONTRACTOR
      KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT
      AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON
      OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION,
      CONTRACTOR DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON
      OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS
      AGREEMENT.

52.   AUTHORITY

      52.1 Contractor. Contractor warrants that:
      A. Contractor has the right to provide the Services hereunder, using all computer software
      required for that purpose.
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      B. Contractor is a corporation validly existing and in active status under the laws of the State of
      Wisconsin. It has all the requisite corporate power and authority to execute, deliver and perform
      its obligations under this Agreement. The execution, delivery and performance of this Agreement
      have been duly authorized by Contractor, and this Agreement is enforceable in accordance with
      its terms against Contractor. No approval, authorization or consent of any governmental or
      regulatory authorities is required to be obtained or made by Contractor in order for Contractor to
      enter into and perform its obligations under this Agreement.

      52.2 County. County warrants that:
      A.       County has all required licenses and approvals necessary to use the Services in the
      operation of its business.
      B.       County is a corporation validly existing and in good standing under the laws of the state of
      its incorporation. It has all the requisite corporate power and authority to execute, deliver and
      perform its obligations under this Agreement. The execution, delivery and performance of this
      Agreement have been duly authorized by County, and this Agreement is enforceable in
      accordance with its terms against County. No approval, authorization or consent of any
      governmental or regulatory authorities is required to be obtained or made by County in order for
      County to enter into and perform its obligations under this Agreement.

53.   LIMITATION OF LIABILITY/MAXIMUM DAMAGES ALLOWED

      53.1 Equitable Relief: Either party may seek equitable remedies, including injunctive relief, for
      a breach of the other party’s obligations under Sections 54 (Confidentiality) and 57 (Ownership)
      of this Agreement.

      53.2 Exclusion of Incidental and Consequential Damages: INDEPENDENT OF, SEVERABLE
      FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER PROVISION OF THIS
      AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY
      PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) IN
      CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR INCIDENTAL,
      CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND--
      INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE, AND
      FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF BREACH OF ANY
      WARRANTY OR OTHER TERM OF THIS AGREEMENT, INCLUDING ANY FAILURE OF
      PERFORMANCE, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY
      LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE
      POSSIBILITY THEREOF.

      53.3 Maximum Damages Allowed: Notwithstanding any other provision of this Agreement, and
      for any reason, including breach of any duty imposed by this Agreement or independent of this
      Agreement, and regardless of any claim in contract, tort (including negligence) or otherwise,
      neither party’s total, aggregate liability under this Agreement shall in any circumstance exceed
      payments made by the County to Contractor pursuant to this Agreement during the twelve (12)
      months prior to the act or event giving rise to such claim, except that nothing in this Section 53.3
      shall in any way limit the County’s payment obligations hereunder. The limitations provided for in
      this Section shall not apply to Sections 48 (Indemnity), 49 (Intellectual Property Indemnity) and 64
      (California Public Records Act).

      53.4 Statute of Limitations: No lawsuit or other action may be brought by either party hereto, or
      on any claim or controversy based upon or arising in any way out of this Agreement, after four (4)
      years from the date on which the cause of action arose regardless of the nature of the claim or
      form of action, whether in contract, tort (including negligence) or otherwise; provided, however,
      the foregoing limitation shall not apply to the collection of any amounts due Contractor under this
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      Agreement.

      53.5 Tort Claim Waiver: In addition to and not in limitation of any other provision of this
      Section, each party hereby knowingly, voluntarily, and intentionally waives any right to recover
      from the other party, any economic losses or damages in any action brought under tort theories,
      including, misrepresentation, negligence and/or strict liability and/or relating to the quality or
      performance of any products or services provided by Contractor. For purposes of this waiver,
      economic losses and damages include monetary losses or damages caused by a defective
      product or service except personal injury or damage to other tangible property. Even if remedies
      provided under this Agreement shall be deemed to have failed of their essential purpose, neither
      party shall have any liability to the other party under tort theories for economic losses or
      damages.

54.   CONFIDENTIALITY

      54.1    Definitions
              (a)      “County Data” shall mean data and information received by Contractor from
      County. County shall remain the owner of County Data.
              (b)      “County Brand Features” are all trademarks, service marks, Look and Feel, logos
      and other distinctive brand features of County supplied to Contractor by County.
              (c)      “Customer Data” means any and all data and information of any kind or nature
      submitted to Contractor by end users, or received by Contractor on behalf of end users,
      necessary for Contractor to provide the Services. County has no ownership interest in Customer
      Data.
              (d)      “Contractor Proprietary Materials and Information” shall mean the Contractor
      Software and all source code, object code, documentation (whether electronic, printed, written or
      otherwise), working papers, non-customer data, programs, diagrams, models, drawings, flow
      charts and research (whether in tangible or intangible form or in written or machine readable
      form), and all techniques, processes, inventions, knowledge, know how, trade secrets (whether in
      tangible or intangible form or in written or machine readable form), developed by Contractor prior
      to or during the term of this Agreement, and such other information relating to Contractor or the
      Contractor Software that Contractor identifies to County as proprietary or confidential at the time
      of disclosure.
              (e)      “Contractor Software” shall mean the software used by the Contractor to provide
      the Services.
              (f) “Privacy Regulations” shall mean the regulations promulgated under Section 504 of the
      Gramm-Leach-Bliley Act, Pub. L. 106-102, as such regulations may be amended from time to
      time.
              (g)      “Sensitive Customer Information” shall mean name, address, telephone number,
      Social Security Number, date of birth, routing and account number, credit card number, debit card
      number, personal identification number, password, password challenge questions and answers,
      and any other data that would allow a person to log onto or access the end user’s account.
      County has no ownership interest in Sensitive Customer Information.
              (h)      “Confidential Information” of a party shall mean all confidential or proprietary
      information and documentation of such party, whether or not marked as such. Confidential
      Information shall not include: (i) information which is or becomes publicly available (other than by
      the party having the obligation of confidentiality) without breach of this Agreement; (ii) information
      independently developed by the receiving party; (iii) information received from a third party not
      under a confidentiality obligation to the disclosing party; or (iv) information already in the
      possession of the receiving party without obligation of confidence at the time first disclosed by the
      disclosing party. Confidential information shall also include, but is not limited to, all health,
      criminal and welfare recipient records and all data and information pertaining to persons and/or
      entities receiving services from County, design concepts, algorithms, programs, formats, and
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documentation.

54.2 Obligations of the Parties: Except as otherwise set forth in this Section 54
(Confidentiality), Section 64 (California Public Records Act), and/or applicable law, including
without limitation the California Public Records Act, neither party shall use, copy, sell, transfer,
publish, disclose, display, or otherwise make any of the other party's Confidential Information
available to any third party without the prior written consent of the other party. Each party shall
hold the Confidential Information of the other party in confidence and shall not disclose or use
such Confidential Information other than for the purposes contemplated by this Agreement and, to
the extent that Confidential Information may be subject to the Privacy Regulations, as permitted
by the Privacy Regulations, and shall instruct their employees, agents, and contractors to use the
same care and discretion with respect to the Confidential Information of the other party or of any
third party utilized hereunder that Contractor and County each require with respect to their own
confidential information, but in no event less than a reasonable standard of care, including the
utilization of security devices or procedures designed to prevent unauthorized access to such
materials. Each party shall instruct its employees, agents, and contractors of its confidentiality
obligations hereunder and not to attempt to circumvent any such security procedures and
devices. All such Confidential Information shall be distributed only to persons having a need to
know such information to perform their duties in conjunction with this Agreement. A party may
disclose Confidential Information of the other party if required to do so by subpoena, court or
regulatory order, or other legal process, provided the party notifies the other party of its receipt of
any such process, and reasonably cooperates, at the other party’s expense, with efforts of the
disclosing party to prevent or limit disclosure in response to such process.

54.3   Information Security:
       (a)      Contractor shall be responsible for establishing and maintaining an information
       security program that is designed to:
                1.      Ensure the security and confidentiality of County Data, Customer Data, and
       Sensitive Customer Information;
                2.      Protect against any anticipated threats or hazards to the security or
       integrity of County Data, Customer Data, and Sensitive Customer Information;
                3.      Protect against unauthorized access to or use of County Data, Customer
       Data, and Sensitive Customer Information that could result in substantial harm or
       inconvenience to County or any end users; and
                4.      Ensure the proper disposal of County Data, Customer Data, and Sensitive
       Customer Information.
       (b)      County shall be responsible for maintaining security for its own systems, servers,
       and communications links.
       (c)      Contractor shall:
                1.      Take appropriate action to address any incident of unauthorized access to
       County Data, Customer Data, and Sensitive Customer Information, including addressing
       and/or remedying the issue that resulted in such unauthorized access;
                2.      Notify County as soon as possible of any incident of unauthorized access
       to County Data, Customer Data, or Sensitive Customer Information or any other breach in
       Contractor’s security that materially affects County or end users; and
                3.      Be responsible for ensuring compliance by its officers, employees, agents,
       and subcontractors with the confidentiality provisions hereof.
       (d)      Either party may change its security procedures from time to time as commercially
       reasonable to address operations risks and concerns in compliance with the requirements
       of this Section. Contractor shall comply with this section 54 and shall cause each of its
       employees, agents and subcontractors working on this Electronic Payment System to do
       the same.


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      54.4 Contractor understands and agrees that the Contractor employees, consultants, sub-
      contractors and independent contractors (Contractor’s Staff) that provide the Services are
      Contractor’s sole responsibility. Contractor understands and agrees that Contractor’s Staff must
      rely exclusively upon Contractor for payment of salary and any and all other benefits payable by
      virtue of Contractor’s Staff’s performance of work under the Agreement.

      54.5 Contractor understands and agrees that Contractor’s Staff are not employees of the
      County of Santa Clara for any purpose whatsoever and that Contractor’s Staff do not have and
      will not acquire any rights or benefits of any kinds from the County of Santa Clara by virtue of
      performance of work under the Agreement.

      54.6     Should confidential and/or legally protected Sensitive Customer Information in the
      Contractor’s possession be divulged to unauthorized third parties, the Contractor is responsible
      for complying with all applicable federal and state laws and regulations, including but not limited
      to California Civil Code Sections 1798.29 and 1798.82 at Contractor’s expense (if applicable).
      The Contractor shall not charge the County for any expenses associated with Contractor’s
      compliance with the obligations set forth in this Section 54.6. To the extent Contractor does not
      have contact information for purposes of complying with these notice requirements and County
      does have said contact information, County shall provide said contact information to Contractor to
      the extent permitted by law and that such information is available within commercially reasonable
      efforts. Contractor shall only use said contact information to provide notice required by this
      section.

      54.7 If any County Data is lost or damaged due to the acts or omissions of Contractor while
      resident in Contractor’s system, Contractor shall use commercially reasonable efforts to assist in
      replacing or regenerating such County Data. In addition, within ten (10) business days of
      termination of the Agreement, and upon request by the County, Contractor shall return all County
      Data to the County in the format agreed upon by both parties.

55.   CONFIDENTIALITY OF DATA

      The Contractor shall provide security by ensuring the environment that is used to provide
      Services meets or exceeds the on-going standards defined by PCI, the Internal Revenue Service
      (IRS), and reasonable commercial practices. At a minimum, all financial and confidential data
      (including cardholder information) transmitted over the Internet shall be encrypted using a
      combination of a 1024 bit encrypted certificate key coupled with a minimum 128-bit stream
      cypher. The Contractor’s systems shall be protected by security, using a public certificate
      authority to ensure that connected clients are indeed on the Contractor’s systems.

      Information collected pursuant to this Agreement shall not be shared, sold, traded, or otherwise
      released to any third party, other than as required to perform the Services (i.e., third party
      payment process).

56.   SECURITY AUDITOR

      If requested by the County, the Contractor shall provide to County Auditor documentation
      evidencing the calculation of convenience fees, invoices billed to the County, and Contractor
      provided transaction reports.

      On an annual basis, Contractor shall provide County e-Payment Coordinator evidence of third
      party security certifications such as IRS IV and V certification and any other relevant
      certifications.


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57.   OWNERSHIP AND PROPRIETARY RIGHTS

      Contractor reserves the right to determine the hardware, software and tools to be used by
      Contractor in performing the Services. Contractor shall retain title and all other ownership and
      proprietary rights in and to its Confidential Information and the Contractor Proprietary Materials
      and Information, and any and all derivative works based thereon. Such ownership and
      proprietary rights shall include any and all rights in and to patents, trademarks, copyrights, and
      trade secret rights. County agrees that the Contractor Proprietary Materials and Information are
      not "work made for hire" within the meaning of U.S. Copyright Act 17 U.S.C. Section 101.
      “Contractor Proprietary Materials and Information” shall mean the software owned and/or used
      by Contractor to provide the Services (the “Software”) and all source code, object code,
      documentation (whether electronic, printed, written or otherwise), working papers, non-customer
      data, programs, diagrams, models, drawings, flow charts and research (whether in tangible or
      intangible form or in written or machine readable form), and all techniques, processes, inventions,
      knowledge, know-how, trade secrets (whether in tangible or intangible form or in written or
      machine readable form), developed by Contractor prior to or during the Term of this Agreement,
      and such other information relating to Contractor or the Software that Contractor identifies to
      Customer as proprietary or confidential at the time of disclosure.

58.   COOPERATION WITH REVIEW

      Contractor shall cooperate with County’s periodic review of Contractor’s performance. Contractor
      shall make itself available to review the progress of the project and Agreement, as requested by
      the County, upon reasonable advance notice.

59.   AUDIT RIGHTS

      Pursuant to California Government Code Section 8546.7, the parties acknowledge and agree that
      every agreement involving the expenditure of public funds in excess of $10,000 shall be subject
      to audit by the State Auditor.

      All payments made under this Agreement shall be subject to an audit at County’s option, and
      shall be adjusted in accordance with said audit. Adjustments that are found necessary as a result
      of auditing may be made from current billings.

      The Contractor shall be responsible for receiving, replying to, and complying with any audit
      exceptions set forth in any County audits. This provision is in addition to other inspection and
      access rights specified in this Agreement.

      Any audit performed by County under this Agreement is subject to the following conditions: (a)
      such audit must be performed at a mutually agreed upon time, no more than once annually, and
      at County’s expense, (b) the scope of such audit must be agreed upon by the parties in advance
      and may not be duplicative of any of third party audits performed upon Contractor, and (c) the
      results of any such audit must be maintained as confidential to the extent permitted by law, and
      subject to the California Public Records Act and Section 64 of this Agreement.

60.   ACCESS AND RETENTION OF RECORDS

      Contractor shall maintain financial records adequate to show that County funds paid were used
      for purposes consistent with the terms of the Agreement. Records shall be maintained during the
      Term of the Agreement and for a period of four (4) years from its termination, unless litigation
      arising out of the billing and/or invoicing under this Agreement is commenced during such four (4)
      year period, in which case, Contractor shall comply with any applicable rules of civil procedure
                                                                                                         20
      related to document retention.

      The County may audit all books, records, reports, and accounts related to the Services provided
      by the Contractor activities under this Agreement, provided that a) such audit must be performed
      at a mutually agreed upon time, no more than once annually, and at County’s expense, and (b)
      the scope of such audit must be agreed upon by the parties in advance and may not be
      duplicative of any of third party audits performed upon Contractor, and (c) the results of any such
      audit must be maintained as confidential to the extent permitted by law, and subject to the
      California Public Records Act and Section 64 of this Agreement.

61.   ACCESS TO BOOKS AND RECORDS PURSUANT TO THE SOCIAL SECURITY ACT

      Access to Books and Records: If and to the extent that, Section 1861 (v) (1) (1) of the Social
      Security Act (42 U.S.C. Section 1395x (v) (1) (1) is applicable, Contractor shall maintain such
      records and provide such information to County, to any payor which agreements with County and
      to applicable state and federal regulatory agencies, and shall permit such entities and agencies,
      at all reasonable times upon request, to access books, records and other papers relating to the
      Agreement hereunder, as may be required by applicable federal, state and local laws, regulations
      and ordinances. Contractor agrees to retain such books, records and information for a period of
      at least four (4) years from and after the termination of this Agreement. Furthermore, if
      Contractor carries out any of its duties hereunder, with a value or cost of Ten Thousand Dollars
      ($10,000) or more over a twelve (12) month period, through a subcontract with a related
      organization, such subcontract shall contain these same requirements. This provision shall
      survive the termination of this Agreement regardless of the cause giving rise to the termination.

62.   NON-DISCRIMINATION

      Contractor shall comply with all applicable federal, state, and local laws and regulations. Such
      laws may include (as applicable to Contractor), but are not limited to, the following: Title VII of the
      Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation
      Act of 1973 (§§ 503 and 504); California Fair Employment and Housing Act (Government Code
      §§ 12900 et seq.); and California Labor Code §§ 1101 and 1102. Contractor shall not discriminate
      against any employee, subcontractor or applicant for employment because of age, race, color,
      national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical
      disability, medical condition, political beliefs, organizational affiliations, or marital status in the
      recruitment, selection for training including apprenticeship, hiring, employment, utilization,
      promotion, layoff, rates of pay or other forms of compensation. Nor shall Contractor discriminate
      in provision of Services provided under this contract because of age, race, color, national origin,
      ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical
      condition, political beliefs, organizational affiliations, or marital status. Contractor’s violation of
      this provision shall be deemed a material default by Contractor giving County a right to terminate
      the contract for Default.

63.   DEBARMENT

      Contractor represents and warrants that it, its employees, contractors, subcontractors or agents
      (collectively “Contractor”) are not suspended, debarred, excluded, or ineligible for participation in
      Medicare, Medi-Cal or any other federal or state funded health care program, or from receiving
      Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-
      procurement Programs issued by the Federal General Services Administration. Contractor must
      within 30 calendar days advise the County if, during the Term of this Agreement, Contractor
      becomes suspended, debarred, excluded or ineligible for participation in Medicare, Medi-Cal or
      any other federal or state funded health care program, as defined by 42. U.S.C. 1320a-7b(f), or
                                                                                                          21
      from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or
      Non-procurement Programs issued by the Federal General Services Administration.

64.   CALIFORNIA PUBLIC RECORDS ACT

      The County is a public agency subject to the disclosure requirements of the California Public
      Records Act (“CPRA”). If Contractor proprietary information is contained in documents or
      information submitted to County, and Contractor claims that such information falls within one or
      more CPRA exemptions, Contractor must clearly mark such information “CONFIDENTIAL AND
      PROPRIETARY,” and identify the specific lines containing the information. In the event of a
      request for such information, the County will make commercially reasonable efforts to provide
      notice to Contractor prior to such disclosure. If Contractor contends that any documents are
      exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective
      order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County
      before the County’s deadline for responding to the CPRA request. If Contractor fails to obtain
      such remedy within County’s deadline for responding to the CPRA request, County may disclose
      the requested information without obligation to Contractor. If Contractor instructs County to
      withhold the requested information, Contractor shall defend, indemnify and hold County harmless
      against any resulting claim, action or litigation, provided that (a) the County promptly notifies
      Contractor or any claim for which it intends to seek indemnity under this Section (“Claim”), (b) the
      Contractor has the opportunity to assume and control the defense of any such Claim, and (c) the
      County agrees to provide reasonable cooperation (if necessary) to Contractor in its defense of
      such Claim.

65.   COUNTY NO-SMOKING POLICY

      Contractor and its employees, agents and subcontractors, shall comply with the County’s No
      Smoking Policy, as set forth in the Board of Supervisors Policy Manual Section 3.47 (as amended
      from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus
      and all County-owned and operated health facilities, (2) within 30 feet surrounding County-owned
      buildings and leased buildings where the County is the sole occupant, and (3) in all County
      vehicles.

66.   SEVERABILITY

      Should any part of the Agreement between County and the Contractor or any individual contract
      release purchase order be held to be invalid, illegal, or unenforceable in any respect, such
      invalidity, illegality, or unenforceability shall not affect the validity of the remainder of the
      Agreement or any individual contract release purchase order which shall continue in full force and
      effect, provided that such remainder can, absent the excised portion, be reasonably interpreted to
      give the effect to the intentions of the parties.

67.   NON-WAIVER

      No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by
      the provisions of this Agreement will be effective unless it is in writing and signed by the party
      against whom such waiver is sought to be enforced. No waiver of any breach, failure, right, or
      remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not
      similar, nor will any waiver constitute a continuing waiver unless the writing signed by the party
      against whom such waiver is sought to be enforced so specifies.

68.   USE OF COUNTY’S NAME FOR COMMERCIAL PURPOSES


                                                                                                        22
      Contractor may not use the name of the County or reference any endorsement from the County in
      any fashion for any purpose, without the prior express written consent of the County as provided
      by the CIO.

69.   HEADINGS AND TITLES

      The titles and headings in this Agreement are included principally for convenience and do not by
      themselves affect the construction or interpretation of any provision in this Agreement, nor affect
      any of the rights or obligations of the parties to this Agreement.

70.   HANDWRITTEN OR TYPED WORDS

      Handwritten or typed words have no greater weight than printed words in the interpretation or
      construction of this Agreement.

71.   NECESSARY ACTS AND FURTHER ASSURANCES

      The Contractor shall at its own cost and expense execute and delivery such further documents
      and instruments and shall take such other actions as may be reasonably required or appropriate
      to evidence or carry out the intent and purposes of this Agreement.

72.   AMBIGUITIES

      Any rule of construction to the effect that ambiguities are to be resolved against the drafting party
      does not apply in interpreting this Agreement. If a conflict occurs between this Agreement and an
      Exhibit, this Agreement shall control.

73.   NON-EXCLUSIVE REMEDIES

      All remedies provided for in this Agreement may be exercised individually or in combination with
      any other remedy available hereunder or under applicable laws, rules, and regulations. The
      exercise of any remedy shall not preclude or in any way be deemed to waive any other remedy.

74.   ENTIRE AGREEMENT

      This Agreement and its Exhibits constitutes the final, complete and exclusive statement of the
      terms of the agreement between the parties. It incorporates and supersedes all the agreements,
      covenants and understandings between the parties concerning the subject matter hereof, and all
      such agreements, covenants and understandings have been merged into this Agreement. No
      prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their
      agents shall be valid or enforceable unless embodied in this Agreement.


75.   EXECUTION & COUNTERPARTS

      This Agreement may be executed in one or more counterparts, each of which will be considered
      an original, but all of which together will constitute one and the same instrument. The parties
      agree that this Agreement, its amendments, and ancillary agreements to be entered into in
      connection with this Agreement will be considered signed when the signature of a party is
      delivered by facsimile or electronic transmission. Such facsimile or electronic signature must be
      treated in all respects as having the same effect as an original signature. The original signature
      copy must be sent to the County by United States Postal Service mail, sent by courier or
      delivered by hand.
                                                                                                         23
76.   NOTICES

      All deliveries, notices, requests, demands or other communications provided for or required by
      this Agreement shall be in writing and shall be deemed to have been given when sent by
      registered or certified mail, return receipt requested; when sent by overnight carrier. Notices shall
      be addressed to:

      COUNTY:

      Name: Metavante Agreement Administrator
      c/o Information Services Department
      1555 Berger Drive, Bldg 2, 2nd floor
      San Jose, CA 95112

      CONTRACTOR:
      METAVANTE CORPORATION
      4900 West Brown Deer Road
      Milwaukee, WI 53223
      Attn: Frank G. D’Angelo

      Each party may designate a different person and address by sending written notice to the other
      party, to be effective no sooner than ten (10) days after the date of the notice.

77.   SURVIVAL

      The parties agree that the following sections and Exhibits to this Agreement shall survive the
      expiration or termination of this Agreement: Section 12 (Responsibility of Equipment), Section 17
      (Payment), Section 18 (Payment Does Not Imply Acceptance of Work), Section 21
      (Disallowance), Section 22 (Liquidated Damages), Section 30 (Disentanglement), , Section 44
      (HIPAA), Section 46 (Damage and Repair by Contractor), Section 48 (Indemnity), Section 49
      (Intellectual Property Indemnity), , Section 53 (Limitation of Liability/Maximum Damages Allowed),
      Section 54 (Confidentiality), Section 55 (Confidentiality of Data), Section 57 (Ownership and
      Proprietary Rights), Section 60 (Access and Retention of Records), Section 64 (California Public
      Records Act), Section 67 (Non-Waiver), Section 72 (Ambiguities), Section 73 (Non-Exclusive
      Remedies), Section 74 (Entire Agreement), Section 76 (Notices), Section 77 (Survival), Section
      79 (Governing Law, Jurisdiction and Venue) and Exhibit E (Business Associate Agreement
      Pursuant to the Health Insurance Portability and Accountability Act (HIPAA) of 1996), and Exhibit
      H (HITECH Act Business Associate Requirement, and Sections 4.1 and 4.2 of Exhibit I (Payment
      Processing Schedule).

78.   BEVERAGE NUTRITIONAL CRITERIA

      If Contractor provides beverages through County departments, or at County programs, sponsored
      meetings, sponsored events, or at County owned/operated facilities, Contractor shall not use
      County funds to purchase beverages that do not meet the County’s nutritional beverage criteria, if
      applicable. The six categories of nutritional beverages that meet these criteria are (1) water with
      no additives; (2) 100% fruit juices with no added sugars, artificial flavors or colors (limited to a
      maximum of 10 ounces per container); (3) dairy milk, non-fat, 1% and 2% only, no flavored milks;
      (4) plant derived (i.e., rice, almond, soy, etc.) milks (no flavored milks); (5) artificially-sweetened,
      calorie-reduced beverages that do not exceed 50 calories per 12-ounce container (teas,
      electrolyte replacements); and (6) other non-caloric beverages, such as coffee, tea, and diet
                                                                                                           24
      sodas. These criteria may be waived in the event of an emergency or in light of medical
      necessity.

79.   GOVERNING LAW, JURISDICTION AND VENUE

      This Agreement shall be construed and interpreted according to the laws of the State of
      California, excluding its conflict of law principles. Proper venue for legal actions shall be
      exclusively vested in state court in the County of Santa Clara. The parties agree that subject
      matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive
      all venue objections.

80.   NETWORK

      County acknowledges and agrees that Contractor may suspend the Services or terminate this
      Agreement in the event that (a) any Network takes action that limits or impairs Contractor’s ability
      to perform the Services, (b) County violates any of the Network rules, or (c) is out of compliance
      with the applicable PCI Data Security Standards Prior to suspending Services or terminating this
      Agreement pursuant to this section, Contractor shall provide County with prompt written notice of
      the alleged deficiencies and allow County a reasonable time (not to exceed thirty (30) calendar
      days from receipt of said notice) to cure the alleged deficiency.




                                                                                                        25
By signing below, signatory warrants/represents that he/she executed this Agreement in his/her
authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of
which he/she acted, executed this Agreement.

COUNTY OF SANTA CLARA                                      METAVANTE CORPORATION


___________________________________                        __________________________________
Ken Yeager, President                                      John M. Reynolds, Senior Vice President
Board of Supervisors                                       Date _______________________________

ATTEST


___________________________________                        ___________________________________
Maria Marinos                                              Holly Huggins, Vice President
Clerk of the Board of Supervisors                          Date _______________________________


APPROVED AS TO FORM AND LEGALITY


___________________________________
Robert Nakamae
Deputy County Counsel
Date ______________________________




                                                                                                       26
                               COUNTY OF SANTA CLARA AGREEMENT
                       EXHIBIT A – PRICE SUMMARY AND COMPENSATION PLAN


All Products and Services described in the Agreement are provided at no cost to the County unless
specifically stated in this Exhibit A.
This Exhibit A may be updated as mutually agreed by the County and Contractor.
All future Contractor initiated software and service enhancements, modifications, changes, upgrades are
provided at no cost to the County. New products, software, or services may have an additional cost and
will be negotiated with the County before implementation.
The Request for Services (RFS) shall contain a section on which the department must indicate which of
the following options has been selected:

Option A:  Agency Funded Fixed Rate Pricing (Bundled) 
Contractor will provide to the County transaction processing services to existing and new applications
under an Agency Funded Fixed Rate Pricing Model. Contractor reserves the right to not accept any
payment type in situations where doing so may be in violation of the rules and regulations governing that
payment type.

Standard Processing             Standard Rate                  Prefunded Rate*                 Frequency 
Services 
Volume Based Rate –             1.99%                          2.00%                           Per Volume 
Visa and
MasterCard1 
Volume Based Rate –             2.30%                          2.31%                           Per Volume 
Amex 
Volume Based Rate –             2.10%                          2.11%                           Per Volume 
Discover 
Volume Based Rate –             $0.90                          $0.90                           Per Volume 
PIN or PINless Debit 
Volume Based Rate – 1.99%                                      2.00%                           Per Volume 
BillMeLater Standard 
Volume Based Rate –             2.30%                          2.31%                           Per Volume 
BillMeLater 90 Days
with No Payments2 




1
  Credit, Checkcard, and Signature Debit included. Pass-through includes all Interchange Qualifications rates (per volume and per item fees),
dues, and assessments. These rates may vary by card type, transactions, and over time, and rates are subject to change solely at the
determination of the association or issuer.
2
  $750 Minimum payment
* Pre-funded means that settlements are fed wired the next day after the transaction occurs, and there is typically a cost associated with this
feature.



 
                                                                                                                                           27
Standard Processing             Standard Rate                 Prefunded Rate*                 Frequency 
Services 
ACH/eCheck                      $0.12                         $0.12                           Per Transaction 
Processing 
Dial Transaction Fee3           $0.05                         $0.05                           Per Transaction 
 

Option B:  Agency Funded Interchange Pass­through Pricing (UnBundled) 
Contractor will provide to County transaction processing services to existing and new applications under
an Agency Funded Interchange Pass-through Pricing Model.
Contractor reserves the right to not accept any payment type in situations where doing so may be in
violation of the rules and regulations governing that payment type.
As noted and defined below: for credit and debit transactions Contractor will be reimbursed for all
interchange and discount rates, dues, assessments, all debit network rates, Contractor processing fees,
Contractor transaction based rate, and where applicable dial transaction fees; for Bill Me Later
transactions, Contractor will be reimbursed either the Bill Me Later standard rate or Bill Me Later 90 day
with no payment rate, and the Contractor processing fee and Contractor transaction fee; for ACH / eCheck
transactions, Contractor will be reimbursed at the ACH / eCheck processing rate.

Merchant Services              Standard Rate                   Prefunded Rate                 Frequency 
Visa and                       Pass-through                    Pass-through                   Per Transaction and
MasterCard                                                                                    Volume 
Interchange Rate4 
Discover Discount              2.10%                           2.11%                          Per Transaction and
Rate5                                                                                         Volume 
American Express               2.30%                           2.31%                          Per Transaction and
Discount Rate6                                                                                Volume 
PIN or PINless                 $0.90                           $0.90                          Per Transaction and
Debit Card                                                                                    Volume 
Network Rate7 
BillMeLater                    1.99%                           2.00%                          Per Volume 
Standard8 




3
  This fee to apply only when the transaction occurs over a dial connection, typically by terminal. This is a passthrough cost.
4
  Credit, Checkcard, and Signature Debit included. Pass-through includes all Interchange Qualifications rates (per volume and per item fees),
dues, and assessments. These rates may vary by card type, transactions, and over time, and rates are subject to change solely at the
determination of the association or issuer.
5
  Includes all Discover Network rates (per volume and per item fees). Rates are subject to change solely at the determination of the network.
6
  Includes all American Express Network rates (per volume and per item fees). Rates are subject to change solely at the determination of the
network.
7
  Includes all Debit Network rates (per volume and per item fees). These rates may vary by network and rates are subject to change solely at
the determination of the networks.
8
  Includes all BillMeLater Network rates (per volume and per item fees). These rates will vary by repayment timeframe (Standard and 90
Days with No Payments) and rates are subject to change solely at the determination of the network. 
                                                                                                                                         28
Merchant Services             Standard Rate                  Prefunded Rate                 Frequency 
Volume Based Rate             2.30%                          2.31%                          Per Volume 
– BillMeLater 90
Days with No
Payments9 
ACH/eCheck                    $0.12                          $0.12                          Per Transaction 
Processing 
PD Payment                    0.06%                          0.06%                          Per Volume 
Processing Fee 
PD Transaction                $0.06                          $0.08                          Per Transaction 
Based Rate10 
Dial Transaction              $0.05                          $0.05                          Per Transaction 
Fee 
 

Option C:  Convenience Fee Funded Pricing ­ Tax 
PD will provide to agency transaction processing services to existing and new applications under a
Convenience Fee Funded Pricing Model for Tax Applications. Contractor reserves the right to not accept
any payment type in situations where doing so may be in violation of the rules and regulations governing
that payment type. Each agency or application may opt to use the following pricing in place of any
Agency Funded Merchant Processing pricing. Where applications qualify under the Visa Tax Program,
there is a separate set of rules and regulations that govern the acceptance of convenience fees.

Tax Applications                       Rate 
Credit Accepted11                         2.25%, $3.95 minimum
Debit Accepted12                                      $3.95
ACH/Echeck                                            $0.50
 

Option D:  Convenience Fee Funded Pricing – Non Tax Average 
Contractor will provide to agency transaction processing services to existing and new applications under a
Convenience Fee Funded Pricing Model for non tax applications that utilize and average ticket amount.
Contractor reserves the right to not accept any payment type in situations where doing so may be in
violation of the rules and regulations governing that payment type. Each agency or application may opt to
use the following pricing in place of any Agency Funded Merchant Processing pricing.
A fixed convenience fee will be set up-front for all payment applications13 based on the average payment


9
  $750 Minimum payment. Includes all BillMeLater Network rates (per volume and per item fees). These rates will vary by repayment
timeframe (standard and 90 days with no payments) and rates are subject to change solely at the determination of the network.
10
   All Payment Types included, Credit, Debit, ACH.
11
   American Express, Discover, MasterCard, Visa Credit, and BillMeLater Standard.
12
   Visa Personal Signature Debit and Star, NYCE, and Pulse PINless Debit. 
13
   Payment Types accepted where permitted by appropriate rules and regulations. PIN-less debit, PIN debit, American Express, Discover,
MasterCard, Visa, Electronic Check, and BillMeLater Standard and 90 days are available as options.
                                                                                                                                         29
size of credit card transactions14. Where range is within 20% of average transaction amount. 15 Once
established, the fee would remain fixed for an initial period for all payment amounts for the payment
application. After the initial period, the average payment amount would be reviewed regularly and
adjusted if the average payment falls into a different pricing category. This methodology is utilized to
meet the requirements of several Card Association regulations regarding the disallowance of different fees
for different payment types for an individual payment application and the disallowance of a percentage-
based fee for Visa convenience fees in a non-Visa Tax Program payment application16.

Non-Tax                       Credit and            ACH, where        ACH, but
Applications17                Debit                 Visa is accepted  where Visa is
Average Payment                                                       not accepted 
Amount 
$0.00 - $10.00                     $0.50                    $0.50                   $0.50
$10.01 - $50.00                    $1.00                    $1.00                   $0.50
$50.01 - $150.00                   $2.59                    $2.59                   $0.50
$150.01 - $250.00                  $4.49                    $4.49                   $0.50
$250.01 - $500.00                  $8.99                    $8.99                   $0.50
$500.01 + 18                   See Formula             See Formula             See Formula
 
$500.01+ Formula for Convenience Fees
Where range is within 20% of average transaction amount, the transaction amount at the top of the range
is multiplied by 2.25%. The resulting amount is rounded up to the nearest nickel. 19 This is set as the
fixed rate convenience fee for all transactions. 20

Option E:  Convenience Fee Funded Pricing – Non Tax Percentage 
PD will provide to agency transaction processing services to existing and new applications under a
Convenience Fee Funded Pricing Model for non tax applications where a percentage is charged as
allowed under association rules and regulations. Contractor reserves the right to not accept any payment
type in situations where doing so may be in violation of the rules and regulations governing that payment
type. Each agency or application may opt to use the following pricing in place of any Agency Funded
Merchant Processing pricing.
Where range is greater than 20% of average transaction amount, the convenience fee will be set as
follows:21


14
   If payments were currently not being accepted utilizing credit cards, the initial average payment amount would be calculated by increasing
the overall average payment 30%.
15
   Example: Average transaction amount = $200.00. Range is from $160.00 to $240.00.
16
   Contractor has been certified by Visa to accept convenience fees in a percentage format for applications that meet the Visa Tax Program
requirements (i.e., property tax, income tax, and other tax types).
17
   All applications ineligible for enrollment in the Visa Tax Program
18
   Visa may not be an option at this level
19
   Payment Types accepted where permitted by appropriate rules and regulations. PIN-less debit, PIN debit, American Express, Discover,
MasterCard, Visa, Electronic Check, and BillMeLater Standard and 90 Days are available as options.
20
   Example: Average transaction amount = $1,150.00. Range is from $920.00 to $1,380.00. $1,380.00 x 2.49% = $34.362 rounded up to the
nearest nickel is $34.40 which is set for the convenience fee for all transactions, whether $1,150.00, $920.00, or $1,380.00.
21
   Payment Types accepted where permitted by appropriate rules and regulations. PIN-less debit, PIN debit, American Express, Discover,
MasterCard, Electronic Check, and BillMeLater Standard and 90 Days are available as options.
                                                                                                                                         30
Tax Applications                       Rate 
Credit and Debit22                         2.25%, $3.95 minimum
ACH/eCheck                                             $0.50


Option F:  Ancillary Fees and Services 
Ancillary Services                     Rate                                      Frequency
Chargebacks and                        $20.00                                    Per Event
Adjustments 
Voice Authorizations                   Waived                                    Per Event
Application Training –                 Waived                                    Per Session
Remote 
Application Training –                 First 8 hours Waived,                     Per Day, as requested by County
Onsite                                 additional training at $2,500 
Collateral Marketing –                 Quoted Per Campaign                       Per Campaign, as requested by
Design                                                                           County 
Collateral Marketing –     Quoted Per Campaign                                   Per Campaign, as requested by
Printing and Distribution                                                        County 
New Application Setup                  Waived                                    Per Application at Setup 
Hosting and Maintenance  Waived                                                  Per Application Per Month 
IVR Voice Talent                       $1000.00                                  Per Recording , as requested by
Recording                                                                        County 
 

Option G:  Custom Development Services, including ‘look and feel’23 
Custom Development                     Rate                                      Frequency
Services 
API Development                        $2,500 + Resource Rate                    Per Application
WEB Development                        $2,000 + Resource Rate                    Per Application
IVR Development                        $3,500 + Resource Rate                    Per Application
Resource Rate                          $150                                      Per Hour
Hosting and Maintenance  $150                                                    Per Application Per Month24 
Custom Application                     $0.10                                     Per Transaction25 
Service Provider Fee 

22
   American Express, Discover, MasterCard, Visa Credit, PIN or PIN-less debit, and BillMeLater Standard or 90 days.
23
   Any work above and beyond the designated standard for the County, or which exists in the PD standard product, including user interface
work, may entail custom development. The option will be presented with a firm quote to the County before any work is begun, and the
County will have the opportunity to proceed or decline.
24
   Any custom application requires hosting and maintenance that is outside the standard offering, and as such will entail this fee.
                                                                                                                                        31
 

Option H:  Terminals and Equipment Purchase Fees 
Equipment Type                     Terminals and                       Purchase Rate                    Frequency 
                                   Equipment 
Point of Sale      Bartizan Manual Swipe                               $20.00                           Per Item 
Equipment: Backup 
Point of Sale                      Verifone vx570 6mb –                $430.00                          Per Item 
Equipment:                         Dial or MultiPay  
Standalone 
Point of Sale                      Verifone vx610 6mb –                $800.00                          Per Item  
Equipment:                         Dial or MultiPay,
Standalone                         Wireless (WIFI,
                                   CDMA, GRPS) 
Point of Sale                      Magtek miniUSB                      $90.00                           Per Item 
Equipment: Virtual                 wedge – PC Tethered 
Terminal 
Point of Sale                      Verifone SC5000 –                   $235.00                          Per Item 
Equipment: Virtual                 Terminal or PC
Terminal                           Tethered 
Check                              Verifone CR 600 – PC                $190.00                          Per Item 
conversion/micr                    Tethered 
reader 
PIN pad: Attach to                 Verifone PP1000SE –                 $85.00                           Per Item 
Standalone                         Terminal Tethered 
Additional                         Device TBD                          Cost + 15%                       Per Item 
Equipment 
                                   Shipping                            Pass-through                     Per Event 
                                   Deployment/Encryption Pass-through                                   Per Event 
                                   Cables                              Pass-through                     Per Event 
                                   Supplies                            Waived                           Per Event 
 




25
     Any custom application requires custom processing that is outside the standard offering, and as such will entail this fee.
                                                                                                                                  32
Option I:  Terminals and Equipment Rental Rates 
Equipment                   Terminals and                    Short Term     Long Term      Frequency 
Type                        Equipment                        Rental         Rental Rate 
                                                             Rate26 
Point of Sale               Bartizan Manual Swipe            For Purchase   For Purchase   Per Item Per
Equipment:                                                   Only           Only           Month 
Backup 
Point of Sale               Verifone vx570 6mb –             $75.00         $36.00         Per Item Per
Equipment:                  Dial or MultiPay                                               Month 
Standalone 
Point of Sale               Verifone vx610 6mb –             $150.00        $75.00         Per Item Per
Equipment:                  Dial or MultiPay,                                              Month 
Standalone                  Wireless (WIFI,
                            CDMA, GRPS) 
Point of Sale               Magtek miniUSB                   Long Term      $12.00         Per Item Per
Equipment:                  wedge – PC Tethered              Rental Only                   Month 
Virtual
Terminal 
Point of Sale               Verifone SC5000 –                Long Term      $25.00         Per Item Per
Equipment:                  Terminal or PC                   Rental Only                   Month 
Virtual                     Tethered 
Terminal 
Check                       Verifone CR 600 – PC                            $190.00        Per Item Per
conversion/micr             Tethered                                                       Month 
reader 
PIN pad: Attach Verifone PP1000SE –                          $40.00         $10.00         Per Item Per
to Standalone   Terminal Tethered                                                          Month 
Additional                  Device TBD                       Cost + 15%     Cost + 15%     Per Item Per
Equipment                                                                                  Month 
                            Shipping                         Pass-through   Pass-through   Per Event 
                            Deployment/Encryption Pass-through              Pass-through   Per Event 
                            Cables                           Pass-through   Pass-through   Per Event 
                            Supplies                         Waived         Waived         Per Event 

Option J:  iNovah Pricing  
Contractor will provide to County pricing for the utilization of Systems Innovators’ iNovah cashiering
product, assuming the following:
       •    A 5 year commitment is required. 

       •    Volume Level will be adjusted annually based upon total volume for trailing 12 months. 

26
     Minimum of 30 days, converts to long term at 6 months
                                                                                                          33
   •   County can increase annual commitment level upon request based on actual or projected usage. 

   •   Monthly pricing includes license, (2) interfaces, support and maintenance including 1(800) helpdesk and 
       software upgrades. 

   •   One‐time implementation fee is required for each department/agency using iNovah‐ this fee will be 
       mutually adjusted for T&M/scope/onsite support/etc. 

   •   Onsite training and support includes travel/lodging/etc. ‐ no additional expenses will be incurred by 
       County. 

   •   Cashiering peripherals are not included in this pricing ‐ County will need to purchase receipt printers and 
       cash drawers separately. 

        
Annual Transaction            One Time                      Monthly             Monthly       Cost per
Volume                        Implementation Fee            Minimum Fee         Receipt       Additional
(Minimum Annual               Per Department                                    Volume        Receipt over
Commitment Level)                                                               Included      Monthly
                                                                                in Fee        Volume
                   100,000                $       25,000           $    4,000        8,333         $         0.50
                   200,000                $       25,000           $    5,000       16,667         $         0.40
                   300,000                $       25,000           $    6,000       25,000         $         0.30
                   400,000                $       25,000           $    7,000       33,333         $         0.25
                   500,000                $       25,000           $    8,000       41,667         $         0.20



SI Services T&M Hourly Rates                               Quantity        Customer
                                                                             Cost
           Custom Software Programming T&M                     1           $     250.00  
                    Project Management T&M                     1           $     250.00  
                         Onsite Support T&M                    1           $     250.00  



Implementation Services per Department                Quantity            Customer
                                                                          Cost
                             Assessment Services:             40                $10,000  
                      Setup and Configuration:                40                $10,000  
            Onsite Training & Go Live Support:                32                 $8,000  
       Estimated Total Est Per Additional Office                           $    28,000  




                                                                                                                 34
                            COUNTY OF SANTA CLARA AGREEMENT
                    EXHIBIT B – KEY PERSONNEL AND ESCALATION PROCESS

County:

1.   Agreement Administrator: To be determined.

2.   Agency/Department Project Manager: as listed on the individual sub-Statement of Work

3.   Accounts Payable: please contact the individual accounts payable department of each sub-order.


Contractor:

1.   Contractor Account Manager:

Angela Fish
Relationship Manager - West Coast
FIS Government, Education & Healthcare
T: 559 308 0379
angela.fish@metavante.com


2.   Contractor Accounts Payable:

Revenue Management Help Desk at 1-866-275-6868, Option 7-1, or
revenue.management@metavante.com <mailto:revenue.management@metavante.com> .
 




                                                                                                      35
COUNTY OF SANTA CLARA AGREEMENT
   EXHIBIT C – STATEMENT OF WORK




                                   36
                            COUNTY OF SANTA CLARA AGREEMENT
                                        EXHIBIT D
                             INSURANCE REQUIREMENTS (B3) FOR
                         PROFESSIONAL SERVICES AGREEMENTS
                                       PAGE 1 OF 3

Insurance

Without limiting the Contractor's indemnification of the County, the Contractor shall provide and maintain at
its own expense, during the term of this Agreement, or as may be further required herein, the following
insurance coverages and provisions:

A. Evidence of Coverage

   After execution of the Agreement, but prior to the commencement of the Services, the Contractor shall
   provide a Certificate of Insurance certifying that coverage as required herein has been obtained.
   Individual endorsements executed by the insurance carrier shall accompany the certificate.


   This verification of coverage shall be sent to the requesting County department, unless otherwise
   directed. The Contractor shall not receive a Notice to Proceed with the work under the Agreement until
   it has obtained all insurance required and such insurance has been approved by the County. This
   approval of insurance shall neither relieve nor decrease the liability of the Contractor.

B. Qualifying Insurers

   All coverages, except surety, shall be issued by companies which hold a current policy holder's
   alphabetic and financial size category rating of not less than A- V, according to the current Best's Key
   Rating Guide or a company of equal financial stability that is approved by the County's Insurance
   Manager.

C. Notice of Cancellation

   Contractor shall endeavor to provide at least thirty (30) days prior written notice of cancellation or
   change to the County or its designated agent.

D. Insurance Required

   1. Commercial General Liability Insurance - for bodily injury (including death) and property damage
      which provides limits as follows:

       a. Each occurrence -           $1,000,000
       b. General aggregate-          $2,000,000
       c. Personal Injury   -         $1,000,000

   2. General liability coverage shall include:

       a. Premises and Operations
       b. Personal Injury liability
       c. Severability of interest


                                                                                                            37
EXHIBIT D (B3)
Revised 4/2002 2


   3. General liability coverage shall include the following endorsement, a copy of which shall be
      provided to the County:

      Additional Insured Endorsement, which shall read:

              “County of Santa Clara, and members of the Board of Supervisors of the County of
              Santa Clara, and the officers, agents, and employees of the County of Santa Clara,
              individually and collectively, as additional insureds.”

      Except with respect to the sole negligence of the County, its officers, agents, and/or employees,
      the insurance afforded by the additional insured endorsement shall apply as primary insurance,
      and other insurance maintained by the County of Santa Clara, its officers, agents, and employees
      shall be excess only and not contributing with insurance provided under this policy.

   4. Automobile Liability Insurance
      For bodily injury (including death) and property damage which provides total limits of not less than
      one million dollars ($1,000,000) combined single limit per occurrence applicable to owned,
      non-owned and hired vehicles.

   4a. Aircraft/Watercraft Liability Insurance (Required if Contractor or any of its agents or subcontractors
       will operate aircraft or watercraft in the scope of the Agreement)

      For bodily injury (including death) and property damage which provides total limits of not less than
      one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned
      non-owned and hired aircraft/watercraft.

   5. Workers' Compensation and Employer's Liability Insurance
      a. Statutory California Workers' Compensation coverage including broad form all-states coverage.
      b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence.

   6. Professional Errors and Omissions Liability Insurance
      a. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per
         occurrence/aggregate.
      b. Coverage as required herein shall be maintained for a minimum of two years following
         termination or completion of this Agreement.

   7. Claims Made Coverage
      If coverage is written on a claims made basis, the Certificate of Insurance shall clearly state so. In
      addition to coverage requirements above, such policy shall provide that:

      a. Policy retroactive date coincides with or precedes the Consultant's start of work (including
         subsequent policies purchased as renewals or replacements).
      b. Policy allows for reporting of circumstances or incidents that might give rise to future claims.



EXHIBIT D (B3)
                                                                                                          38
Revised 4/2002 3



E. Special Provisions
   The following provisions shall apply to this Agreement:

   1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by
      the Contractor and any approval of said insurance by the County or its insurance consultant(s) are
      not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
      assumed by the Contractor pursuant to this Agreement, including but not limited to the provisions
      concerning indemnification.

   2. The County acknowledges that some insurance requirements contained in this Agreement may be
      fulfilled by self-insurance on the part of the Contractor. However, this shall not in any way limit
      liabilities assumed by the Contractor under this Agreement. Any self-insurance shall be approved
      in writing by the County upon satisfactory evidence of financial capacity. Contractor’s obligation
      hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or
      self-insurance retentions.

   3. Should any of the work under this Agreement be sublet, the Contractor shall require each of its
      subcontractors of any tier to carry the aforementioned coverages, or Contractor may insure
      subcontractors under its own policies.

   4. The County reserves the right to withhold payments to the Contractor in the event of material
      noncompliance with the insurance requirements outlined above.




                                                                                                         39
                         COUNTY OF SANTA CLARA AGREEMENT
             EXHIBIT E – BUSINESS ASSOCIATE EXHIBIT PURSUANT TO
                   THE HEALTH INSURANCE PORTABILITY AND
                      ACCOUNTABILITY ACT (HIPAA) OF 1996

I. Definitions
   Terms used, but not otherwise defined, and terms with initial capital letters in this provision of the
   Agreement have the same meaning as defined under the Health Insurance Portability and
   Accountability Act of 1996, 42 USC §§ 1320d et seq. (“HIPAA”) and the implementing regulations.
   To the extent the HIPAA Privacy Rule changes the meaning of the terms; this provision shall be
   modified automatically to correspond to the meaning given in the rule.
   “PROTECTED HEALTH INFORMATION,” as defined at 45 C.F.R. §§ 164.501, and 160.103, means
   information that:
       (1)       is created or received by a health care provider, health plan, employer or
                 health care clearing house; and
       (2)       relates to the past, present of future physical or mental health or condition of an individual;
                 the provision of health care to an individual or the past, present or future payment for the
                 provision of health care to an individual, and (a) identifies the individual or (b) with respect
                 to which there is a reasonable basis to believe the information can be used to identify the
                 individual.

   “ELECTRONIC PROTECTED HEALTH INFORMATION (EPHI)” as defined at 45 C.F.R. §
   160.103(2), means Protected Health Information that is created electronically, transmitted
   electronically by electronic media, or is maintained in electronic media.

    “BUSINESS ASSOCIATE” refers to Metavante Corporation in this Agreement.

   “COVERED ENTITY” refers to the COUNTY of Santa Clara in this Exhibit.

II. Duties & Responsibilities of BUSINESS ASSOCIATE

   A. BUSINESS ASSOCIATE’S use and/or disclosure of PROTECTED HEALTH INFORMATION
      (“PHI”) will be limited to those permitted or required by the terms of this Exhibit or as REQUIRED
      BY LAW as defined pursuant to 45 CFR 164.501.

   B. Unless otherwise limited by this Agreement, BUSINESS ASSOCIATE may use the PHI in its
      possession for the proper management and administration of the BUSINESS ASSOCIATE or to
      carry out its legal responsibilities.

   C. BUSINESS ASSOCIATE may further disclose PHI for the proper management and administration
      of the BUSINESS ASSOCIATE or to carry out its legal responsibilities if the disclosure is required
      by law, or the BUSINESS ASSOCIATE receives reasonable assurances from the person
      receiving the PHI that it will be held confidentially, and will be used or further disclosed only as
      required by law and that the person receiving the PHI will notify the BUSINESS ASSOCIATE of
      any instances known in which the confidentiality has been breached.

   D. BUSINESS ASSOCIATE must not use or disclose PHI in any manner that would constitute a
      violation of the PRIVACY RULE (Standard for Privacy of Individually Identifiable Health
      Information at 45 CFR part 160 and part 164, subpart A and E).


                                                                                                              40
E. BUSINESS ASSOCIATE must use appropriate safeguards to prevent uses or disclosures of PHI
   other than as provided for by this Agreement.

F. BUSINESS ASSOCIATE must report in writing any use or disclosure of PHI not provided for by
   this Exhibit to the COVERED ENTITY as soon as it learns of it.

G. BUSINESS ASSOCIATE must ensure subcontractors and agents that have access to, or to
   whom the BUSINESS ASSOCIATE provides PHI, agree in writing to the restrictions and
   conditions concerning the use and disclosure of PHI which are contained in this Agreement.

H. At the request of the COVERED ENTITY, BUSINESS ASSOCIATE must comply with the
   COVERED ENTITY’S request to accommodate an individual’s access to his/her PHI in a
   designated record set maintained by the BUSINESS ASSOCIATE. In the event an individual
   contacts BUSINESS ASSOCIATE directly about access to PHI, BUSINESS ASSOCIATE will not
   provide access to the individual but will forward the request to the COVERED ENTITY within
   three business days of contact.

I.   Within fifteen business days of a request by the COVERED ENTITY, BUSINESS ASSOCIATE
     will comply with the COVERED ENTITY'S request to amend an individual’s PHI in a designated
     record set maintained by the BUSINESS ASSOCIATE. BUSINESS ASSOCIATE will promptly
     incorporate any such amendment into the PHI. In the event an individual contacts BUSINESS
     ASSOCIATE directly about making amendments to PHI, BUSINESS ASSOCIATE will not make
     any amendments to the individual's PHI but will forward the request to COVERED ENTITY within
     three business days of such contact.

J. BUSINESS ASSOCIATE must keep a record of disclosures of PHI for a minimum of six years
   and agrees to make information regarding disclosures of PHI available to the COVERED ENTITY
   within fifteen days of a request by the COVERED ENTITY. BUSINESS ASSOCIATE must
   provide, at a minimum, the following information:

     (1)    the name of the individual whose PHI was disclosed.
     (2)    the date of disclosure;
     (3)    the name of the entity or person who received the PHI, and the address of such entity or
            person, if known;
     (4)    a brief description of the PHI disclosed; and
     (5)    a brief statement regarding the purpose and explanation of the basis of such disclosure.

     BUSINESS ASSOCIATE is not required to maintain a record of disclosures of PHI under the
     following circumstances:

     (1)    To carry out treatment, payment or COVERED ENTITY health care operations, or
            activities that are incident to such disclosures;
     (2)    To individuals of their own PHI;
     (3)    Pursuant to a written authorization;
     (4)    For the facility’s directory or to person involved in the individual’s care or other notification
            purposes in 45 CFR 164.510;
     (5)    For national security or intelligence purposes;
     (6)    To correctional institutions or law enforcement officials;
     (7)    As part of a limited data set in accordance with 45 CFR 164.514(e); or
     (8)    That occurred prior to the compliance date for the COVERED ENTITY.



                                                                                                           41
K. BUSINESS ASSOCIATE must comply with any other restrictions on the use or disclosure of PHI
   as required by law or as agreed to by both BUSINESS ASSOCIATE and COVERED ENTITY.

L. BUSINESS ASSOCIATE must make its internal practices, books and records relating to uses and
   disclosures of PHI available to the Secretary of the U.S. Department of Health and Human
   Services or designee, for purposes of determining the COVERED ENTITY’S compliance with the
   PRIVACY RULE. BUSINESS ASSOCIATE must notify the COVERED ENTITY regarding any
   information that BUSINESS ASSOCIATE provides to the Secretary concerning the PHI.
   Concurrently with providing the information to the Secretary and upon the COVERED ENTITY’S
   request, BUSINESS ASSOCIATE must provide COVERED ENTITY with a duplicate copy of the
   information.

M. Upon the termination of this Exhibit for any reason, BUSINESS ASSOCIATE must return or
   destroy all PHI, including all PHI that is in the possession of subcontractors or agents of the
   BUSINESS ASSOCIATE. BUSINESS ASSOCIATE must not retain any copies of PHI. If return or
   destruction is not feasible, BUSINESS ASSOCIATE must notify the COVERED ENTITY of the
   condition that makes the return or destruction of PHI not feasible. If the COVERED ENTITY
   agrees that the return or destruction is PHI is not feasible, BUSINESS ASSOCIATE may dispose
   of the PHI, subject to all of the protections of this Exhibit and must make no further use or
   disclosure of the PHI.

N. The respective rights and responsibilities of BUSINESS ASSOCIATE related to the handling of
   PHI survive termination of this Agreement.

O. Notwithstanding any other provision of this Exhibit, the COVERED ENTITY may immediately
   terminate this Agreement if BUSINESS ASSOCIATE has materially violated its responsibilities
   regarding PHI under this Exhibit upon written notice.

P. EPHI: If BUSINESS ASSOCIATE receives, creates, transmits, or maintains EPH on behalf of
   COVERED ENTITY, BUSINESS ASSOCIATE will, in addition, do the following:

   (1)   Develop, implement, maintain and use appropriate administrative, physical, and technical
         safeguards in compliance with Section 1173(d) of the Social Security Act, Title 42, Section
         1320(d) or the United States Code and Title 45, Part 162 and 164 of CFR to preserve the
         integrity and confidentiality of all electronically maintained or transmitted PHI received from
         or on behalf of COVERED ENTITY.

   (2)   Document and keep these security measures current and available for inspection by
         COVERED ENTITY to the extent permitted by law and/or the Agreement.

   (3)   Ensure that any agent, including a subcontractor, to whom the BUSINESS ASSOCIATE
         provides EPHI, agrees to implement reasonable and appropriate safeguards to protect it.

   (4)   Report to the COVERED ENTITY any Security Incident of which it becomes aware. For the
         purposes of this Agreement, Security Incident means, as set forth in 45 C.F. R. section
         164.304, “the attempted or successful unauthorized access, use, disclosure, modification,
         or destruction of information or interference with system operations in an information
         system.”

Q. This Exhibit shall apply to PHI and EPHI disclosed to BUSINESS ASSOCIATE Pursuant to the
   Agreement.



                                                                                                      42
COUNTY OF SANTA CLARA AGREEMENT
    EXHIBIT F – ASP CHECKLIST




                                  43
                           COUNTY OF SANTA CLARA AGREEMENT
                             EXHIBIT G – LIQUIDATED DAMAGES


The parties to this Agreement acknowledge that time is of the essence in this Agreement. If the
Services are not completed by Contractor in the time and by the date specified in this Agreement or in
the Statement of Work, or any authorized extension thereof, and such delay is solely due to Contractor’s
failure to perform its obligations under this Agreement and does not result from the County’s failure to
meet its obligations or deadlines, it is understood that the County will suffer damages; and it being
impracticable and extremely difficult to determine the amount of actual damage the County will sustain
in the event of and by reason of such delay, it is agreed that Contractor shall pay to the County as fixed
and liquidated damages, and not as a penalty, the sum of $250.00 for each calendar day past the
specified date of completion until the Services are completed, and the Contractor agrees to pay said
liquidated damages and further agrees that County may deduct the amount thereof from any moneys
due or that may become due the Contractor under the Agreement; provided, however, that Contractor
shall not be charged liquidated damages because of any delays in the completion of the Services due to
unforeseeable causes beyond the reasonable control of the Contractor, including but not restricted to,
Acts of God, or of the public enemy, acts of the government, or acts of the County; provided further, that
in the event of any delay in Services caused by the County, Contractor shall be entitled to an extension
of time in which to complete, but shall not be entitled to damages for such delay. In the event of
composite delay caused in part by the County and in part by the Contractor, the parties shall be entitled
to an appropriate apportionment for the purpose of determining liquidated damages due the County and
entitlement to time extensions due the Contractor.




                                                                                                       44
                               COUNTY OF SANTA CLARA AGREEMENT
                                       EXHIBIT H
    Health Information Technology for Economic and Clinical Health Act (HITECH Act)
                           Business Associate Requirements

These additional terms and conditions shall be incorporated into and made a part of the Payment Services
Agreement (“Agreement”) between the County of Santa Clara (“County”) and Metavante Corporation
(“Contractor”). Exhibit H is incorporated into the Agreement. To the extent there are conflicts between
the terms and conditions of Exhibit H and the Agreement, Exhibit H shall control.

The Health Information Technology for Economic and Clinical Health Act (HITECH Act), Pub. L. 111-5,
Div. A, Title XIII, § 130001 et seq., Div. B, Title IV, § 4001 et seq., Feb. 17, 2009, 123 Stat. 226, 467, 42
U.S.C.A. § 300ii, et seq., and 42 U.S.C. A, § 17901, et seq., which was signed February 17, 2009 as part
of the American Recovery and Reinvestment Act of 2009 (ARRA) requires that additional privacy and
security requirements be incorporated into all business associate agreements with covered entities under
the Health Insurance Portability and Accountability Act (HIPAA) effective February 17, 2010. (42 U.S.C.
§§ 17931 and 17934).

The HITECH Act requires that certain provisions of the HIPAA Security Rule be incorporated into
business associate agreements, including: (1) Administrative safeguards (45 C.F.R. Section 164.308); (2)
Physical safeguards (45 C.F.R. section 164.310); (3) Technical safeguards (45 C.F.R. section 164.312);
and (4) policies and procedures and documentation requirements (45 C.F.R. section 164.316); (5)
compliance reviews and investigations; and (5) other additional privacy provisions contained in the
HITECH Act. Business associates may be subject to the same civil and criminal penalties as are HIPAA
covered entities. (42 U.S.C., 42 U.S.C. §§ 17931 and 17934).

The County is preparing a modified business associate agreement to reflect these new requirements,
which will be available prior to February 17, 2010. Pursuant to the HITECH Act, Contractor shall enter
into this modified agreement effective February 17, 2010.

Moreover, effective September 23, 2009, the HITECH Act requires Contractor to inform the County
without unreasonable delay and no later than sixty (60) calendar days after discovery of a privacy breach,
meaning a patient whose protected health information (PHI) has been (or is reasonably believed by the
business associate to have been) accessed, acquired, or disclosed in a manner not permitted by HIPAA
and federal privacy laws. (45 C.F.R., § 164.410.) The notice must contain: (1) a brief description of
what happened, including the date of the breach and the date of the discovery of the breach, if known, (2)
a description of the types of PHI that were involved in the breach, (3) any steps individuals should take to
protect themselves from potential harm resulting from the breach, (4) a brief description of what the
business associate is doing to investigate the breach, to mitigate harm to individuals, and to protect
against further breaches, and (5) contact procedures for individuals to ask questions or learn additional
information, which shall include a toll-free telephone number, an e-mail address, website, or postal
address. (42 C.F.R. § 164.410).

When the County is notified of a breach of unsecured PHI by a business associate, or if the County has
reason to know of a breach of unsecured PHI by a business associate, the County’s own sixty (60) day
notification obligations (to the patient whose PHI was breached and to the Secretary of the Department of
Health and Human Services) may be triggered.

In order to comply with the HITECH law and to ensure that all reporting obligations on the part of both
                                                                                                          45
the County and Contractor are timely met and satisfied, effective immediately, Contractor must notify the
County Compliance and Privacy Officer without unreasonable delay and in any event no later than ten
(10) business days following the discovery of any potential privacy breach. A breach is discovered by
Contractor as of the first day on which such breach is known to Contractor, or, by exercising reasonable
diligence, would have been known to the Contractor. Contractor shall be deemed to have knowledge of a
breach if the breach is known, or by exercising reasonable diligence, would have been known to any
person, other than the person committing the breach, who is an employee, officer, or other agent of the
Contractor. The contact information for the Compliance and Privacy Officer is as follows:

              Anna Hughes, MPA
              Compliance & Privacy Officer
              Santa Clara Valley Health & Hospital System
              2325 Enborg Lane, Suite 360
              San Jose, CA 95128
              Telephone: 408-885-3794
              E-mail: anna.hughes@hhs.sccgov.org
              Fax: 408-885-6886

The notification to the County Compliance and Privacy Officer may be accomplished by telephone, fax or
e-mail.

Contractor shall be responsible for, and defend, hold harmless and indemnify the County for any fines and
assessments that may be imposed on the County, any SCVHHS entity or the Contractor for any privacy
breaches or late reporting by Contractor.




                                                                                                       46
                            COUNTY OF SANTA CLARA AGREEMENT
                                        EXHIBIT I
                              PAYMENT PROCESSING SCHEDULE

        This Payment Processing Schedule (“Processing Schedule”) sets forth certain terms and
conditions that govern Contractor’s provision of the payment processing services described herein
(“Processing Services”) for County’s credit card, debit card and electronic check transactions
(“Transactions”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the
Agreement.

1.     Contractor Obligations.

       1.1      Contractor shall provide its Processing Services to support payments remitted to County.
Contractor shall transmit Transaction files for authorization and settlement through Contractor’s certified
payment processor(s) (an “Approved Processor”). Funds for Transactions processed by Contractor
hereunder shall be submitted to County’s designated bank account as follows: (a) no more than two (2)
business banking days after all Transactions (other than electronic check transactions) that are
successfully processed prior to 5 p.m. EST on each business banking day (e.g. a transaction authorized
at 2 p.m. EST on Monday will be submitted on Wednesday; a Transaction successfully processed at 8
p.m. EST on Monday will be submitted on Thursday); and (b) no more than five (5) business banking
days for all electronic check transactions that are successfully processed prior to 5 p.m. EST on each
business banking day. Contractor makes no representation or warranty as to when funds will be made
available by County’s bank. If there is a conflict between this section and the Statement of Work, the
Statement of Work shall control.

       1.2   Contractor shall provide County with customer service support, twenty-four (24) hours per
day, seven (7) days per week, subject to commercially reasonable downtime, with toll-free voice
communications lines and representatives to address County service requests.

       1.3     Contractor’s sole responsibility for any Transaction error or reversed Transaction is to
determine whether any mechanical, procedural, or processing problems occurred at Contractor during
the preparation of the Transaction file (including but not limited to rejection of files) and, if necessary,
reprocess and resubmit the Transaction file without additional charge.

2.      County Warranties.
        2.1    As a condition to its receipt of the Processing Services, County represents and warrants
that County shall execute and deliver the Chase Paymentech Submitter Merchant agreement, attached
to this Agreement as Exhibit J.

        2.2    County represents, warrants and agrees that it does and will comply with the Chase
Paymentech Submitter Merchant agreement, attached to this Agreement as Exhibit J. County shall
notify Contractor in writing as soon as possible in the event a claim is either threatened or filed against
County by any governmental organization having jurisdiction over the County related to the Processing
Services. County shall also notify Contractor in writing as soon as possible in the event a claim is either
threatened or filed against County relating to Transactions or the Processing Services or a fine or other
penalty is assessed or threatened against County relating to Transactions or the Processing Services.

2.3      County represents, warrants and agrees that it is and will continue to be in full compliance
with all applicable requirements of the Payment Card Industry Data Security Standards and any
modifications to such program that may occur from time to time and are provided by Contractor to
County for review and compliance. Upon the request of Contractor and to the extent permitted by
law, County shall provide Contractor with documentation reasonably satisfactory to Contractor
verifying compliance with this Section 2.3.
                                                                                                         47
       \

3.     License.

        3.1    Contractor hereby grants County a non-exclusive, limited purpose object code license to
use software required for use by County to allow Contractor to perform the Processing Services, if any
(the “Software”). The scope of the foregoing license shall be strictly limited as specified herein, and shall
not include any right to use, copy (other than archival copies permitted by copyright laws), modify,
publish, license, sublicense, sell, market or distribute such Software, unless expressly authorized herein.

       3.2 Nothing herein shall give County any right, title, or interest in the Software, or any
modifications and enhancements thereto. As between Contractor and County, the Software is the sole
and exclusive property of Contractor, and Contractor expressly reserves all rights to the Software not
expressly granted to County herein. County shall not directly or indirectly decompile, reverse compile,
reverse engineer, reverse assemble or otherwise derive a source code equivalent for the Software.

4.     County Brand Features and Ownership.

       4.1     Domain Names; County Brand Features.

       (a) Unless otherwise agreed by Contractor and County, Contractor shall own all Domain Names
used to provide the user interface Services, provided that County shall own any and all Domain Names
used for the Internet Private Label Site or Private Label Virtual Terminal.

       (b) Contractor has the right to reject and remove any Content and/or County Brand Features at
any time if Contractor reasonably believes that any such materials infringe any third-party Intellectual
Property Right, are libelous or invade the privacy or violate other rights of any person, violate applicable
laws or regulations, jeopardize the health or safety of any person, or are otherwise detrimental to the
goodwill of Contractor.

       4.2     Ownership.

         (a) All County Brand Features shall be owned exclusively by County. To the extent Contractor
possesses any ownership rights in the County Brand Features, Contractor hereby irrevocably assigns to
County all right, title and interest in and to all such County Brand Features, which includes, without
limitation, all of County’s Intellectual Property Rights therein. If Contractor has any such rights that
cannot be assigned to County, Contractor waives the enforcement of such rights, and if Contractor has
any rights that cannot be assigned or waived, Contractor hereby grants to County an exclusive,
irrevocable, perpetual, worldwide, fully paid license to such rights (which includes the right to sublicense).
County represents and warrants that it owns the County Brand Features and all Intellectual Property
Rights therein and that such County Brand Features do not infringe upon any other material or violate or
infringe upon the Intellectual Property Rights of any other party.

        (b) Subject only to Section 5.4(a) herein, all Intellectual Property Rights directly or indirectly
related to the user interface Services (which may include Software) shall be owned exclusively by
Contractor (collectively, the “Contractor Property”). To the extent County possesses any ownership
rights in the Contractor Property, County hereby irrevocably assigns to Contractor all right, title and
interest in and to all such Contractor Property, which includes, without limitation, all applicable Intellectual
Property Rights thereto. If County has any such rights that cannot be assigned to Contractor, County
waives the enforcement of such rights, and if County has any rights that cannot be assigned or waived,
County hereby grants to Contractor an exclusive, irrevocable, perpetual, worldwide, fully paid license to
such rights (which includes the right to sublicense). Contractor represents and warrants that it owns or
has rights to the Contractor Property and all Intellectual Property rights therein and that such Contractor
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Property does not infringe upon any other material or violate or infringe upon the Intellectual Property
Rights of any other party.

       4.3   License.

       County hereby grants Contractor a limited, non-exclusive, worldwide license to use the County
Brand Features for Contractor to perform its obligations hereunder. The scope of the foregoing license
shall be limited as specified herein, and shall not include any right to copy, modify, publish, license,
sublicense, sell, market or distribute such County Brand Features, unless expressly authorized herein.
County is not hereby granted any right or license to use any trademarks, tradenames, or service marks
of Contractor or its affiliates and subsidiaries.

5.     Fees and Payment Terms.

        5.1 Pursuant to the terms and conditions of the Agreement, the fees may be changed by
Contractor during the Term in the event that any Network, telecommunications provider, government
entity or third party service provider changes its fees to Contractor or Contractor incurs increased or
additional costs arising out of changes in Network rules or applicable laws or regulations or the
interpretation thereof.

       5.2 Contractor will invoice specific County department for all Chargebacks (defined as when the
card issuer reverses the transaction) or reversals during the month. County shall collect any such
amounts from the cardholder using an alternative form of payment if the County wishes to pursue the
payment obligation.

6.     Definitions. As used in this Schedule, the following terms have the following meanings:

       “County Brand Features” are all trademarks, service marks, Look and Feel, logos and other
       distinctive brand features of County supplied to Contractor by County.

       “Content” means the information made available to the Users via the Payment Processing
       Services, which may include, without limitation, text, graphics, data and other similar materials.

       “Domain Name” is the unique address that identifies the location of a website on the Internet.

       “Intellectual Property Rights” are any and all now known or hereafter known tangible and
       intangible: (i) rights associated with works of authorship throughout the world, including, without
       limitation, copyrights, moral rights, and mask-works; (ii) trademark and trade name rights and
       similar rights; (iv) trade secret rights; (v) patents, designs, algorithms and other industrial property
       rights; (vi) other intellectual and industrial property rights, whether arising by operation of law,
       contract, license, or otherwise; and (vii) registrations, initial applications, renewals, extensions,
       continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of
       the foregoing).

       “Internet” is any system for distributing digital electronic content and information to end users via
       transmission, broadcast, publication, public display, or other forms of delivery, whether direct or
       indirect, whether over telephone lines, cable television systems, optical fiber connections, cellular
       telephones, satellites, wireless broadcast, or other mode of transmission now known or
       subsequently developed.

       “Internet Private Label Site” is a secure payment website on the Internet that presents the Look
       and Feel of a County’s existing website, and is developed, hosted and maintained by Contractor
       pursuant to this Schedule, and at which a User may perform a Transaction.
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“Look and Feel” means the elements of graphics, design, organization, presentation, layout, user
interface, navigation and stylistic convention (including the digital implementations thereof) which
are provided by, and unique to, County.

“Private Label Virtual Terminal” is a Virtual Terminal that presents the Look and Feel of the
County and may include certain of the County Brand Features.

“User” is any person or entity who processes, or for whom County processes, a Transaction using
the Payment Processing Services.

“Virtual Terminal” is a secure payment site on the Internet that is developed, hosted and
maintained by Contractor pursuant to this Schedule, at which County may process Transactions
made by Users. Virtual Terminal includes the Private Label Virtual Terminal.




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 COUNTY OF SANTA CLARA AGREEMENT
             EXHIBIT J
CHASE PAYMETECH SUBMITTER MERCHANT




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