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Government Payment Serv/Fire/INternet Payment processing ©2010 Government Payment Service, Inc. IN- Carmel Fire Department, RevOl, 2012Feb08 PARTICIPATION AGREEMENT This Participation Agreement ("Agreement is by and between ORIGINAL Participant Name: CARMEL FIRE DEPARTMENT Address: 2 CIVIC SQUARE City, State, Zip: CARMEL, IN 46032 Main Voice Phone: (317) 571 -2600 Web Address: referred to herein as "Participant" and Government Payment Service, Inc. (d /b /a "GovPayNet a Delaware corporation having a principal place of business at 7102 Lakeview Parkway West Drive, Indianapolis, Indiana 46268 "GPS WHEREAS, GPS has assembled and supports the "GovPayNet Payment Network," consisting of governmental entities that have each contracted with GPS to accept payments on their behalf made by consumers to GPS; and WHEREAS, GPS accepts credit cards and debit cards carrying the American Express Discover MasterCard and Visa brands from consumers and, in accordance with the rules and requirements of such credit and debit card companies, executes payments on behalf of these consumers to participants in the GovPayNet Payment Network; and WHEREAS, in order to improve Participant services and enhance administration, Participant desires to join the GovPayNet Payment Network and accept payments from GPS, with such support services as GPS provides; NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Participant and GPS agree as follows: 1. Term and Termination 1.1 This Agreement shall become effective upon the date it is fully executed and in GPS's possession and continue for five years, automatically renewing for additional one year periods unless terminated earlier as provided herein. 1.2 Participant may terminate this Agreement at any time upon 30 days' prior written notice to GPS. 1.3 GPS may terminate this Agreement (a) upon 30 days written notice prior to its annual expiration date, (b) upon 30 days written notice if Participant fails to comply with GPS procedures for participating in the GovPayNet Payment Network or (c) immediately if Participant fails to comply with any other term of this Agreement. 2. GPS Obligations GPS will enable consumers to pay amounts owed to the Participant by doing the following: 2.1 GPS shall obtain consumer authorization to process a charge to the consumer's credit card account or debit such consumer's debit card account for purposes of funding payment(s) by such consumer to Participant. Such charges or debits shall be subject to acceptance by the card issuer, card association rules, and any applicable laws or regulations. GPS shall comply with such rules, laws, and regulations at its own expense. GPS Agreement No.: IN- CARMELFIREDEPT, REVO I. 2012FEB08 Page 1 of 10 ©2010 Government Payment Service. Inc. IN- Carmel Fire Department, Rev01, 2012Feb08 2.2 GPS shall act on Participant's behalf in accepting payments from consumers made by credit cards and debit cards for the purposes and at the service fees listed on each attachment designated in Section 10.9 of this Agreement. GPS may modify cardholder fees at its sole option providing Participant with at least 10 days written notice of such modification and a revised attachment reflecting modified fees prior to imposing a new fee structure. Service fees are non refundable. 2.3 GPS shall make payments to Participant to satisfy consumer obligations to Participant based on unique payment codes GPS establishes on its system for the routing of consumer funds to Participant, such codes to be made available to consumers by Participant or accessed by consumers through the GPS web site. 2.4 GPS shall be responsible for handling all reversals (i.e., chargebacks), re- presentments. customer service to consumers, claims and any transaction disputes associated with consumers' use of cards to make payments to Participant through GPS. 2.5 GPS shall not charge Participant for GPS's basic services or to participate in the GovPayNet Payment Network. GPS reserves the right to charge Participant for other services or equipment, such as custom software development, peripheral devices, and other services and support as the parties may agree upon from time to time in writing. 2.6 GPS shall transmit funds as Participant directs to satisfy consumer payment obligations to Partic ipant. 2.7 GPS shall provide GovPayNet Payment Network administrative support to consumers and to Participant through a toll -free telephone help line and the Internet. 2.8 GPS shall provide Participant with participation procedures, toll -free telephone numbers, web addresses, and promotional and instructional materials to market and explain the GovPayNet Payment Network to consumers, and shall train Participant staff on how to access and use, and how to assist consumers to access and use. the GovPayNet Payment Network. 2.9 GPS shall be responsible for all federal. state, and local taxes that may be imposed upon its services. 3. Participant Obligations Participant's continued participation in the GovPayNet Payment Network is conditioned upon the following: 3.1 Participant shall (i) ensure that appropriate employees participate in any GPS training or refresher training on the use and promotion of the GovPayNet Payment Network and its associated services, (ii) keep available for reference any user manuals and instructional materials GPS provides to Participant, (iii) display logos, signage, literature, and other promotional and instructional materials that GPS provides and otherwise inform and assist consumers to use GPS for their payments to Participant. 3.2 Participant shall provide telecommunication capabilities, such as telephone, facsimile, and Internet connections to enable consumers to access GPS from Participant locations and enable GPS to communicate with Participant. 3.3 Participant shall be responsible for establishing and maintaining secure access at its locations to the GPS administrative system, including user identification, passwords and precautions for accessing all confidential information. GPS shall be entitled to rely on any communications or instructions initiated with Participant's user identification. passwords or other security and identity tokens or devices. GPS Agreement No.: IN- CARMELFIREDEPT, REV01, 2012FEB08 Page 2 of 10 ©2010 Government Payment Service, Inc. IN- Carmel Fire Department, Rev01, 2012Feb08 3.4 Participant shall designate a primary contact and a secondary contact for GPS to communicate with on operational, technical, and administrative issues. 3.5 Participant shall provide accurate bank routing and account numbers to GPS if Participant requests electronic deposit of funds from GPS. 3.6 Participant shall cooperate with GPS in the event of an overpayment to refund to GPS funds that GPS can demonstrate exceed consumer liabilities to Participant. 3.7 Participant shall provide GPS with prompt written notice of any change in the information Participant provides to GPS necessary for Participant's participation in the GovPayNet Payment Network, including but not limited to any change in its bank routing and account numbers. 3.8 In the event Participant receives a payment from GPS that appears to have been obtained through the commission of civil or criminal fraud, Participant shall cooperate in any resulting investigation and agrees that any sums recovered as a result of such investigation shall be applied, first, to compensate GPS fully for losses suffered as a result of the fraud. 3.9 Participant shall follow the GovPayNet Payment Network participation procedures that GPS provides to Participant, as such procedures may be updated from time to time. 3.10 Participant shall not enter into any other agreement or make any other arrangement for services substantially similar to those available through the GovPayNet Payment Network for the duration of this Agreement. 4. GPS Representations and Warranties 4.1 This Agreement is valid, binding, and enforceable against GPS in accordance with its terms. GPS has full power and authority to execute and deliver this Agreement and perform its obligations hereunder. 4.2 GPS employees, agents and subcontractors have and shall possess the education, knowledge and experience necessary to qualify them individually for the particular duties they perform. 4.3 During the performance of this Agreement, GPS shall provide services in a non discriminatory manner and shall not deny services or employment on the basis of race, creed, color, national origin, sex, age, disability, sexual orientation, military status, marital status or any other legally protected class. 5. Participant Representations and Warranties 5.1 Participant has taken all administrative, legal, and regulatory measures necessary for it to enter into this Agreement. 5.2 This Agreement is valid, binding, and enforceable against Participant in accordance with its terms. GPS Agreement No.: IN- CARMELFIREDEPT, REV01, 2012FEB08 Page 3 of 10 ©2010 Government Payment Service, Inc. IN- Carmel Fire Department, Rev01. 2012Feb08 6. Notices All notices permitted or required by this Agreement shall be in writing and shall be given to the respective parties in person, by first class mail or by facsimile (with a hard copy following) addressed to: Participant: GPS: Ms. Becky Lannan, Administrative Assistant Brad Anno, Contracts Manager Carmel Fire Department Government Payment Service, Inc. 2 Civic Square 7102 Lakeview Parkway West Drive Carmel. IN 46032 Indianapolis, Indiana 46268 Phone: (317) 571 -2600 Phone: (888) 561- 7888 x380 Fax: (317) 571-2615 Fax: (888) 665 -4755 Email: blannan @carmel.in.gov Email: banno@govpaynet.com govpaynet.com or to such other person or place that the parties may from time to time designate. Notices and consents under this section shall be deemed to be received, if sent by U.S. Certified Mail, return receipt requested, or courier, five days following their deposit in the U.S. Mail or with such courier and, if sent by facsimile, when such facsimile is transmitted to the number provided in this section and sender receives a confirmation of such facsimile. 7. Disclaimers and Limitation of Liability 7.1 The sole purpose of this Agreement is to enable Participant to participate in the GovPayNet Payment Network. Participant understands and agrees that GPS takes no responsibility that amounts GPS transmits in payment to Participant will fully satisfy any consumer's obligation to Participant. and that GPS does not guarantee any particular outcome or result with respect to any consumer other than the delivery of such consumer's payment to Participant. 7.2 GPS shall provide all services hereunder to Participant as an independent contractor. Nothing contained herein shall be deemed to create any association, partnership, joint venture, or relationship of master and servant or employer and employee between the parties or to provide either party with the right, power, or authority, expressed or implied, to create any such duty or obligation on behalf of the other party. 7.3 GPS shall be liable for losses or damages to Participant to the extent provided herein only if they are caused directly by the gross negligence or willful misconduct of GPS. Participant shall be liable for losses or damages to GPS to the extent provided herein only if they are caused by the gross negligence or willful misconduct of Participant. 7.4 Participant bears all responsibility for administrative and official actions taken by Participant. GPS accepts no liability whatsoever for Participant actions taken based on payment information provided by GPS even if such information proves to be incorrect. 7.5 THIS IS A CONTRACT FOR SERVICES. GPS LIABILITY TO PARTICIPANT IS LIMITED TO MAKING PAYMENTS TO PARTICIPANT IN THE AMOUNTS THAT GPS HAS INFORMED PARTICIPANT HAVE BEEN AUTHORIZED. THE GOVPAYNET PAYMENT NETWORK, ANY INCIDENTAL GOODS AND RELATED SERVICES ARE PROVIDED ON AN AS -IS, AS- AVAILABLE BASIS. GPS MAKES NO WARRANTIES THAT GPS SERVICES WILL BE ERROR FREE OR UNINTERRUPTED AND DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTICIPANT NOR GPS SHALL BE LIABLE FOR LOST REVENUES, PROFITS, INTEREST, GOOD WILL, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES SUFFERED OR INCURRED BY THE OTHER PARTY IN CONNECTION WITH OR ARISING FROM SERVICES PERFORMED UNDER THIS AGREEMENT. GPS Agreement No.: IN- CARMELFIREDEPT, REVOI, 2012FEB08 Page 4 of 10 ©2010 Government Payment Service, Inc. IN- Carmel Fire Department, Rev01, 2012Feb08 8. Publicity GPS shall not issue any press release or make any statement to the media with respect to this Agreement or the services provided hereunder without the prior written consent of Participant. 9. Intellectual Property Participant acknowledges and shall not challenge GPS' ownership of GPS trademarks, service marks, trade names or other intellectual property ("GPS Intellectual Property that any Participant use of GPS Intellectual Property shall be in accordance with GPS instructions and subject to the control, direction and approval of GPS, that any rights arising out of such use shall inure solely to the benefit of GPS, and that Participant shall have no ownership or other interest in GPS Intellectual Property. 10. Miscellaneous Terms and Conditions 10.1 Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. 10.2 Assignment. This Agreement may not be assigned. in whole or in part, by either party hereto without prior written consent of the other party, which consent shall not be unreasonably withheld. 10.3 Force Majeure. Either party is excused from performance and shall not be liable for any delay in performance or non performance, in whole or in part, caused by the occurrence of any contingency beyond the control of the parties including, but not limited to, work stoppages. fires, civil disobedience, riots, rebellions, terrorism, loss of power or telecommunications, flood, storm, Acts of God and similar occurrences. 10.4 Governing Law. GPS will comply with the rules and procedures applicable to the credit and debit card brands it accepts and all applicable consumer protection laws and regulations. Matters of contractual interpretation shall be governed by the internal laws of the State of Indiana. 10.5 No Waiver. A waiver of any portion of this Agreement shall not be deemed a waiver or renunciation of other portions. 10.6 Survival. Rights and obligations under this Agreement which by their nature should survive will remain in effect after termination or expiration hereof. 10.7 Severability. In the event that any provision of this Agreement is adjudicated by any court of competent jurisdiction to 'be invalid, illegal, void, or unenforceable, all other provisions of this Agreement shall nevertheless remain in full force and effect. 10.8 Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which is deemed an original, but all of which taken together constitute one and the same instrument. For purposes of execution and delivery, each party may rely upon the scanned and emailed or faxed signature of the other party. GPS Agreement No.: IN- CARMELFIREDEPT, REVOI, 2012FEB08 Page 5 of 10 ©2010 Government Payment Service, Inc. IN- Carmel Fire Department, Rev01. 2012Feb08 10.9 Complete Agreement. This Agreement, together with its attachments, is the entire agreement between and expresses the complete understanding of the parties. superseding all prior agreements. with regard to the subject matter herein and may not be altered, amended or modified except in a writing incorporated hereto, and signed by the parties, provided, however, that GPS may revise the terms of this Agreement if required to comply with card association rules, law or regulation and GPS provides written notice to Participant of such change. Notwithstanding anything to the contrary, to the extent the terms of Attachment "A" differ from the terms of this Agreement, the terms of this Agreement shall prevail. The following are attachments to this Agreement: Attachment A 1 Attachment B IF Attachment C Attachment D IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives or agents as of the date written below. CITY OF CARMEL FIRE DEPARTMENT GOVERNMENT PAYMENT SERVICE, INC. "Participant by and through its Board of Public Works and Safety 444 Signature Signature James Brainard, Presiding Officer Mark E. MacKenzie City of Carmel Board of Public Works R. Safety Chief Executive Officer Date: 3/ Date: 3 /1` Attest: Signature Mary Ann Burke, Member VAL City of Carmel Board of Public Works R Safety ignature Diana Corday Date: /—/o? !AMC, Clerk- Treasurer Date: /4Z' SignatLr- Lori S. Watson. M ember City of Carmel Board of Public Works Safety Date: 3 4.1 p F �G®V PAY N ET. The Simple Way To Pay GPS Agreement No.: IN- CARMELFIREDEPT, REVOI, 2012FEB08 Page 6 of 10 ©2010 Government Payment Service, Inc. IN- Carmel Fire Department. Rev01, 2012Feb08 ATTACHMENT "A" SERVICES GPS Agreement No.: IN- CARMELFIREDEPT, REV0I, 2012FEB08 Participant has elected the following options in accordance with the terms of services in the Agreement: SERVICE MODES EQUIPMENT MODES s' X GovPayNet Basic X GovPayNet Gov$wipe units requested GovPayNet Gateway GovPayNet BailCalt r" units requested GovPayNet Connect GovPayNet by Phone GovPayNet Customized General Service Terms Service Modes Participant is responsible for advising GPS as to the GovPawVet Basic types of payments GPS is authorized to accept on Participant's behalf (per the fees in Attachment "B GovPayNet Basic is designed to be available 24 and the type of service and equipment modes that hours a day, 7 days a week, 365 days a year. GPS will apply to each payment type. Participant may at will provide Participant with access, at Participant's any time (i) authorize GPS to accept additional types option, to "ProviewEXP," a secure website for of payments, (ii) cancel the processing through GPS transaction administration and review, report of any types of payments, (iii) modify the service or generation and analysis. For Bail Transactions, equipment modes selected above, (iv) modify the GPS will make available a bail summary report to account(s) to which GPS shall direct payments to Participant each day for all transactions completed Participant, or (v) add other agencies, departments or the previous day. For Non -Bail Transactions, GPS sub agencies "Affiliated Agencies to, or delete will make available a reconciliation report to Affiliated Agencies from Participant's use of any Participant each day for all transactions completed GPS services and equipment by specifying all such the previous day. This report will also include any changes to GPS in writing (via letter, email, or open transactions not previously approved. For all facsimile). payments, GPS will forward electronically to Participant's designated account(s) the funds for all Any such changes will be subject to GPS approved transactions within two business days after acknowledgment and acceptance in writing. GPS transaction authorization, or will remit funds by shall provide Participant with an updated Attachment check if Participant so requests in writing. "A" to reflect any changes in the options Participant selects. GovPayNet Connect Participant warrants that all service and equipment selections Participant makes and the extension or All terms applicable to GovPawVel Basic apply. In termination of services with respect to Affiliated addition, GPS will provide a standard code base that Agencies shall be in compliance with the laws and allows for data integration between the GovPayNet regulations applicable to Participant's organization. and Participant's systems. Options for this Participant, whenever displaying card association integration include code that allows for session logos, shall follow GPS instructions and procedures transfers between Participant's and GovPayNet regarding such display. websites, verification of transactions via data exchanged in batch files between GovPayNet and GPS Agreement No.: IN- CARMELFIREDEPT, REVOI, 2012FEB08 Page 7 of 10 ©2010 Government Payment Service. Inc. IN- Carmel Fire Department, Rev01, 2012Feb08 Participant, and through export file of completed Equipment Modes transactions formatted for import into Participant's system. GovPayNet Gov$wipe GovSwipe may be combined with any service mode. GovPayNet Gateway GPS will provide Participant with card readers and peripheral equipment (cables, etc.), which are and All terms applicable to GovPayNet Basic apply. In will remain the property of GPS. Participant addition. GPS will provide an interface which understands that GPS card readers are embedded with supports interoperable machine to machine proprietary technology "Firmware GPS grants communication, integrated between the GovPayNet Participant a license to use such card readers and system and Participant's systems. This web service Firmware for the duration of the Agreement. will allow Participant's users to obtain transaction Participant's use of card readers and Firmware shall authorizations from Participant's website without be limited to the purposes of this Attachment. navigating to web pages within GPS: Acceptance and use of card readers does not convey to Participant any title, patent, copyright or other Enter Participant's web site and select proprietary right in or to the Firmware. At all times, payment types through Participant's system GPS or its suppliers retain all rights to the Firmware, Use Participant's web site to process a including but not limited to updates, enhancements, payment transparently through GPS and additions. Participant shall not attempt to access or disclose the Firmware to any party, or transfer, Never leave Participant's web site to copy, license, sublicense, modify, translate, reverse conclude a payment transaction engineer, decompile, disassemble, tamper with, or create any derivative work based on Firmware. GPS provision of GovPayNet Gateway services shall be conditioned upon Participant personnel providing Participant will use reasonable care to protect card access and use permissions as GPS may reasonably readers from loss, theft, damage or any legal require for the implementation and operation of the encumbrance. GPS shall provide card readers and service in a safe, efficient, and secure manner. installation instructions at service implementation and when providing any replacement or additional card readers, by shipment to a location Participant GovPavNet by Phone designates or, at GPS's option, Participant will allow GPS and its designated representatives reasonable All terms applicable to GovPayNet Connect apply. access to Participant's premises for training purposes In addition, GPS will enable cardholders to: and device installation, repair, removal, modification, upgrades, and relocation. Call the GPS Interactive Voice Response "IVR unit, toll -free, and enter payment GPS is solely responsible for the maintenance of any data card readers and shall supply Participant xvith Have GPS validate payment information replacement card readers on Participant's request and against data downloaded from Participant as GPS deems appropriate. Upon termination of the Agreement. GPS may require Participant to return Complete a transaction by accessing a multi- card readers to GPS, at GPS's expense and by such lingual (English and Spanish) Customer method as GPS specifies. Service Representative "CSR supported by a language line for additional translation Participant may increase or decrease the number of services. card readers deployed upon request in writing to and accepted in writing by GPS. GPS shall communicate any shipping and handling procedures GovPayNet Customized and costs to Participant prior to taking any requested action. From time to time, GPS may enter into agreements to develop custom solutions. Prices and terms shall be Card readers are designed to communicate cardholder negotiated and stated in a separate Attachment to the data to GPS through Participant's computing Agreement. equipment to which they are cable attached via USB port. Internet access to GPS is required for GPS Agreement No.: IN- CARMELFIREDEPT, REVOI, 2012FEB08 Page 8 of 10 ©2010 Government Payment Service Inc. 1N- Carmel Fire Department, Rev01. 2012Feb08 transaction processing and is enabled solely by Participant's computers and networks. Participant is responsible to use standard safeguards and practices to keep its computers and networks secure and free from malicious software or hardware. GPS shall not be held liable to Participant for exposure of Participant's computers or networks to malicious software or hardware of any kind. GovPavNet BailCall Bai /Cal/ may be used for cash bail transactions and with the Basic service mode only. In addition, GPS will provide Participant with wall- mounted "courtesy telephones" in accordance with the following terms. Any telephones and peripheral equipment GPS provides is and will remain the property of GPS. All telephones will ring directly into the GPS call center when the handset is lifted. Participant shall be solely responsible for the installation of telephones in Participant's premises, consistent with GPS instructions and using qualified technicians. Participant will use reasonable care to protect telephones from loss, theft, damage or any legal encumbrance. GPS shall provide telephones and installation instructions at service implementation and when providing any replacement or additional telephones, by shipment, at GPS's expense, to a location Participant designates. If Participant elects to terminate BailCall or upon termination of the Agreement, GPS will require Participant to return telephones to GPS, at GPS's expense and by such method as GPS specifies. Participant may increase or decrease the number of telephones deployed upon request in writing to and accepted in writing by GPS. GPS shall communicate any shipping and handling procedures and costs to Participant prior to taking any requested action. j GOV?AY NET; The Simple Way To Pay GPS Agreement No.: IN- CARMELFIREDEPT, REVOI, 2012FEB08 Page 9 of 10 ©2010 Government Payment Service, Inc. IN- Carmel Fire Department. Rev01, 2012Feb08 ATTACHMENT "B" SERVICE FEE SCHEDULE GPS Agreement No.: IN- CARMELFIREDEPT, REV01, 2012FEB09 Service Fee Schedule Non Criminal Justice Payments Payments Made via Internet Telephone- Assisted Payments (Web /Gov$wipe (Call Center /Live Agent) Fee Schedule #108 Fee Schedule #109 Transaction Range Fee Amount Transaction Range Fee Amount $0.01 $50.00 $1.50 $0.01 $50.00 $5.50 $50.01 $75.00 $1.75 $50.01 $75.00 $5.75 $75.01 $100.00 $3.00 $75.01 $100.00 $7.00 $100.01 $150.00 $5.00 $100.01 $150.00 $9.00 $150.01 $200.00 $7.00 $150.01 $200.00 $11.00 For each additional increment of $50.00, For each additional increment of$50.00, or portion thereof, add $1.75. or portion thereof; add $1.75. All Service Fees are Non Refundable i GOvPAYNEI The Simple Way To Pay GPS Agreement No.: IN- CARMELFIREDEPT, REV0I, 2012FEB08 Page 10 of 10