HomeMy WebLinkAboutContracts & Agreements_127-2006_CCv0001.pdf SPEEDPAY MASTER SERVICES AGREEMENT
CONVENIENCE FEE
This Agreement is between Speedpay,Inc.(SPI), 199 Water Street,New York,New York- 10038 and Client.
1. Legal Name of Client: Contact(person signing contract):
City of Redlands Jo.-, Harrison
DBA: Title:
Mayor
2. Street Address: Floor/Suite:
35 Cajon Street
City: State: Zip Code:
Redlands CA 92373
Telephone:909-798-7698 Fax: 909-798-7670
By signing this Agreement,Client certifies that the information herein is complete and accurate,and agrees to the Terms and Conditions attached hereto.
This Agreement is not binding on SPI until signed by Sol and the service application set forth in Schedule B is approved by SPI.
CLIENT: CITY OF REDLANDS SPEEDPAY,INC.
By: By:
JWiVrris�—
'arrison(sig afore required)
Title: Title: L/
.layor,
Date: June 6,2006 Date:
Attest:
Lorrie P yzer,City Clpfk/
City of Redlands CF 4 25 061,2,}.doc
SPEEDPAY MASTER SERVICES AGREEMENT TERMS AND CONDITIONS
CONVENIENCE FEE
Service.SPI will provide the Western Union Speedpay payment service to damages or indemnity obligations arising out of this Agreement,shall not
Client (the "Service") as described in Schedule A. The parties shall exceed (a) except as provided in clause (b) below, the lesser of the
perform and comply with their respective responsibilities set forth in Client's direct actual damages or the most recent six (6) months' fees
Schedule A. received by SPI, or (b) in the case of a claim involving a customer of
Client, a refund of the service fee paid in connection with the affected
2. intellectual Property.Each party is granted the nonexclusive right to use transaction.
the other party's intellectual property for the limited purpose of
advertising and promoting the services, subject in each case to the prior S. Confidential Information. Each party agrees to treat as confidential all
written approval of the party whose intellectual property is being used. information received from the other party regarding the Service. Neither
Each party agrees that use of the other party's intellectual properryshall party shall disclose such information except to perform its obligations
not confer any proprietary right thereto in any manner, and each party under this Agreement or as required by law, and in the event such
agrees to cease all use of the other party's intellectual property disclosure is required by law, the disclosing party shall give the other
immediately upon termination of this Agreement. party prior notice of such disclosure,
3. Payments and Billings. For the Service, SPI will charge Client's 9. Term and Termination.The term of this Agreement shall be for a period
Customers a fee as set forth in Schedule A. SPI reserves the right to of two years from the Effective Date (the "Initial Term")and continuing
increase such fees upon thirty(30)days prior written notice at any time. until terminated as hereinafter provided. Either party may terminate this
Agreement(i)for material breach if such breach is not cured upon thirty
4, Disclaimer. SPI MAKES NO WARRANTY, EXPRESS OR IMPLIED, (30) days notice, or (ii) for convenience upon ninety (901 days notice.
WITH RESPECT TO THE SERVICE, WHETHER OF Notwithstanding any other provision of this Agreement to the contrary SPI
MERCHANTABILITY, OR OF FITNESS FOR ANY PARTICULAR may immediately terminate this Agreement in the event that SPI
PURPOSE,OR OF ANY OTHER TYPE OR KIND WHATSOEVER. determines, in its sole discretion, that compliance with this Agreement
would cause SPI or any of its affiliates to violate or potentially violate any
f
t
t
local, sae or federal law or re
5. Indemnification. regulation or any court order, or any
A. Client agrees to indemnify SPI and its agents,employees, officers, compliance policy of SPI or any of its affiliates.SP1 may also terminate or
directors, affiliates, subsidiaries, successors and assigns and hold suspend this agreement or the Service without notice to Client if SPI
them harmless from and against all third party claims except those determines that any information provided by Client is false or misleading
resulting solely from SPI's breach of this Agreement, or that Client has breached or defaulted under any term of-this agreement.
B, SPI agrees to indemnify and hold harmless Client and its agents,
employees,officers,directors,affiliates,subsidiaries,successors and 10. Force Maicure. Neither party will be liable for any failure or delay in its
assigns from and against all third party claims resulting solely from performance under this Agreement due to any cause beyond its reasonable
SPI's breach of this Agreement, control,including but not limited to,acts of war or terrorism,acts of God.
acts of government, earthquakes, floods, embargoes, fires, natural
disasters, accidents, riots, sabotage, strikes, labor disputes or labor
6. Compliance with Laws. Client shall comply(and shall cause its employees, shortages, shortages of materials or supplies, failures of transportation,
agents, and subcontractors to comply) with all laws, orders, rules and
communication or digital transmission, Internet failures or delays and
regulations applicable to Client's business and the payments to be made by third party mechanical or other equipment breakdowns.
Client's customers as contemplated hereby,including but not limited to:(a)the
Fair Debt Collection Practices Act and any applicable debt collection
regulations or statutes set forth under state or local law,(b)the Electronic Fund 11, Governini!Law. This Agreement shall be governed by and construed if)
Transfer Act and its implementing rules and regulations of the Federal Reserve accordance with the laws of the State of California,without regard to the
Board and Regulation E, and(c)privacy laws, orders, rules and regulations, conflicts of laws principles thereof.
Client shall also comply (and shall cause its employees, agents, and
subcontractors to comply) with the rules and regulations established by 12. Notices. All notices required to be given under this Agreement shall be in
NACHA, anv card association and any Network Rules, including those with writing and shall be deemed given if sent and delivered by facsimile and
respect to the use of On-line PIN-less debit- Client further represents and
warrants that the account records and/or address lists in reliance upon which confirmed by overnight courier addressed to the President of each party
SPI will provide mailing services to Client,together with any other mail matter and SPI's General Counsel or to such other address or addresses as either
provided to SPI satisfy the requirements established by the United States Postal party may from time to time designate to the other by notice pursuant to this
Service for First-Class Mail presorted and automation rates, including but not Section. Notice sent to SPI's General Counsel should be sent to: General
limited to the Move Update requirements for addresses. In that regard,Client Counsel,Speedpay,Inc., 12500 E.Belford Ave,,Englewood,CO 80112 Fax:
has provided to SPI an executed copy of Postal Service Form 6014, 720-332-0515.
Certification of Move Update Compliance,or its current equivalent and agrees
to update it as necessary to maintain its accuracy. Any act or omission in 13, Assignment. Client may not assign or otherwise transfer its rights and
breach of such USPS requirements or Client's representations and warrantees obligations pursuant to this Agreement without SPI's prior written
regarding such USPS requirements shall be a material breach of this consent.
Agreement. Provided Client shall comply with the foregoing,SPI represents
that its Services shall comply with all laws, orders rules and regulations
applicable to SPI's payment processing business. Client represents and 14. Other. This is the entire Agreement between the parties, including any
warrants that all information disclosed to SPI in connection with this attached addenda and the Service Application,with respect to its subject
Agreement for Services, is true, accurate and complete, This representation matter, and any previous or contemporaneous understanding is merged
and warranty shall be deemed an ongoing representation and warranty from herein. Captions are included for convenience only and have no
Client. substantive significance,
7- Limitation of Liabilitv.Under no circumstances will SPI and its affiliates 15. $urviva. The provisions of Sections 2,3, 4, 5, 7, & 11 and 15 of this
or any of its directors, officers, employees, agents or subcontractors be
liable tinder any theory of tort, contract, strict liability or other legal or Agreement shall survive termination or expiration of this Agreement
equitable theory for lost profits,indirect,incidental,special,consequential,
exemplary, incidental, or punitive damages, each of which is hereby
excluded by agreement of the parties regardless of whether such damages
were foreseeable or whether SPI or any entity has been advised of the
possibility of such damages-Notwithstanding anything in this Agreement
to the contrary,SPf's cumulative liability,including for claims,expenses,
City of Redlands CF 4 25 06(2).doc
1 Schedule A
CONVENIENCE FEE SERVICE
1. Service Description.SPI will host the Service on its server(the"Speedpay Hosted Service").
A. Payment Acceatance:Client may receive customer payments(`Customer Payments")in U.S.funds(no foreign exchange provided)via Speedpay through:
® Customers'etedit/debit cards("Speedpay Credit Card Payment")
® Debits to Customers' bank accounts through transfers using Customer's on-tine debit cards without personal identification number entry or verification
("On-line PIN-less debit"). The parties acknowledge that the use and availability of On-line PIN-less Debit is subject to the rides and regulations of
applicable debit card networks(as in effect from time to time,the"Network Rules"),including,but not limited to,daily transaction limits.
® Debits to Customers'bank accounts through either:
❑ production of pre-authorized drafts drawn on a Customer's bank account and processed for collection through regular banking channels(a"Speedpay
Check"). SPI will print,produce and present checks.
® an automated clearing house("ACH")electronic transfer(a"Speedpay ACH"and,collectively with Speedpay Checks,"Speedpay Debit Payments").
SPi will create and submit file to ODFI for processing. Client will include mutually agreed upon disclosures on Client's statements sent to Client's
Customers.SPI to prepare and send confirmation letters.
B. Pavment Entrv: Client may receive Customer Payments for processing into a U.S.account using Speedpay through:
® an Internet-based system operated by SPI and accessed directly by Customers via a website hosted and operated by Speedpay(the"Speedpay Website").
The Speedpay Website pages relating to Client shall be developed and displayed in accordance with the mutual agreement of the parties.
® an Internet-based system operated by SPI and accessed by Client employees on behalf of Customers via a secure website (the "Speedpay Extranet
Service")for the purpose of inputting Customer Payment information when such Customer requests that a Customer Payment be made,or
® through an interactive voice response("IVR")system operated by Speedpay and accessible by Customers(the"Speedpay IVR Service"),
2. SPI Responsibilities.
A. Resources.SPI will provide,as applicable,the materials and services("Resources")necessary to process Customer Payments through Speedpay,except for the
minimum requirements set forth in paragraph 3A of this Schedule which are Client's responsibility. SPI shall use commercially reasonable efforts to ensure that
the Resources will accurately and correctly perform the functions required to make Customer Payments using the Service.
B. IVR. For the Speedpay IVR Service,SPI will(i)make available a toll free(800 or similar)telephone number to access the Speedpay IVR Service,(ii)provide
IVR equipment and software,as necessary to allow Customers to input their account number,payment amount and credit card or checking account information
through the Speedpay IVR Service;and(iii)maintain the IVR unit.
C. Transit numbers. SPI shall maintain an updated national database of all ABA/Transit numbers for banks and bank verification throughout the country as
necessary to provide the Service.
D. Card Association Charges. SPI shall submit all Speedpay Credit Card Payments and Speedpay Debit Payments to third party credit card networks and debit
card networks. SPI shall be responsible for paying all merchant processing costs and fees associated with Credit Card Payments made under this Agreement.
E. Downtime.SPI reserves the period from 12:01 AM through 6:01 AM EST on Saturdays and Sundays for maintenance,repairs,inspections,modifications and
improvements to Speedpay,during which period the Service may not be available.
3. Client Responsibilities.
A. Hardware and Software Requirements. Client's browser must be Internet Explorer 5.5,Service Pack 2 and above OR Netscape 4.7.2 or above. Microsoft VM
(Virtual Machine) for Java must be installed if using Internet Explorer (VM usually downloads automatically when IE is downloaded). SPI will not be
responsible if Client's systems do not meet these requirements.
B. System Access/Posting Charges. All charges with respect to accessing or posting to Client's servicing system are Client's sole responsibility.
C. Fraudulent/Unauthorized Transactions/Errors. Client shall not accept,deposit,enter into its computer terminal or database a Speedpay Debit Pavment or
Speedpay Credit Card Payment that has not been properly authorized by the Customer concerned,and shall be responsible for all losses and liabilities incurred
by SPI or any Customer or other third party that arise out of unauthorized or fraudulent Customer Payments. Client is responsible for errors made by Customers
in entering credit card andlor bank account numbers and other Customer Payment information and any resulting unauthorized debits or credits to Customer or
other third party accounts.
D. Customer Relationship:Credits. Client is responsible for all relationships with all Customers,including without limitation,delivery of all communications and
disclosures to Customers,unless specifically provided by SPI as indicated herein. Client shall respond to and resolve Customer inquiries and complaints. Client
shall maintain complete and accurate records of inquires and complaints from Customers arising out of the Service,including the manner of disposition or
resolution thereof,and shall promptly notify SPI in writing of such complaints and provide SPI with any information reasonably requested by SPI related to the .
disposition or resolution of such complaints.
E. Password Protection. SPI may provide Client user name(s)and/or password(s)in order for Client's employees to access and use the Speedpay Extranet Service.
Client is solely responsible for maintaining the confidentiality of all such user names and passwords,and is fully responsible for all activities that occur under
Client's user names and passwords. Client may not disclose such user name(s)or passwords to any third party. Client agrees to immediately notify SP1 of any
unauthorized use of Client's user names or passwords or any other breach of security. SPI is not responsible for any loss to Client that arises from such use or
action or from Client's failure to comply with these provisions.
F. Authorizations. Client is responsible for obtaining all required authorizations in form and manner from Customer,including the authorization for the
convenience fee payment made directly to SPT. Should Client obtain recurring authorizations from Customers,Client shall be responsible for complying with
Regulation E and at a minimum Client will: (1)obtain preauthorized electronic fund transfers from a consumer's account authorized only by a writing signed or
similarly authenticated by the Customer;(2)provide a copy of the authorization to the Customer; (3)provide information to Customer about their right to stop
payment by notifying Client orally or in writing at least three business days before the scheduled date of the transfer,(4)provide information to Customer about
their right to revoke their authorization;(5)provide Customer with written notice,unless waived by Customer,of the amount and date of a transfer amount that
will fall outside the range or differ by more than an agreed-upon amount at least ten(10)days before each scheduled date of transfer;(6)obtain authorization for
transfers varying in amount by giving the Customer the option of receiving notice only when a transfer falls outside a specified range of amounts or only when a
transfer differs from the most recent transfer by more than an agreed-upon amount.
G. Misceliane tQu Client represents and warrants that all sums owed by Customers must be bona fide,just and lawfully due and owing. Client has all necessary
licenses and authorities to conduct its business and lawfully collect the sums from the Customer. Client will cease and desist in all pre-authorized Speedpay
Check production immediately should its Speedpay authorization be revoked or suspended during,or as a result of,any investigation,audit,or unfavorable
review by SPI,any governmental entity or regulatory authority.
4. A. IYlerchant Processor & ODFI Election. For credit card payments, the parties agree that the client will use their own merchant processors. For ACII
transactions SPI will use it's own ODFI account. If the On-line PIN-less debit payment acceptance type is selected above in i.A,the parties agree that SPI will use its
own relationships with debit processing networks to debit consumers accounts for the payments authorized by users of the On-line PIN-less debit transaction made under
this Agreement. On-line PIN-less debit fonds will be held temporarily in SPI, and where applicable(as determined from time to time by SPI in its sole discretion)
Western Croton,Financial Services,Inc.accounts,and then swept into the Client's designated bank account.
City of Redlands CF 4 25 06(2).doc
�"B. Process. SPI shall provide to Client a posting file and a separate reversal file each business day for all payments entered and scheduled for processing,since
the last processing cycle(usually the same time the prior business day).
I. The"Posting File'contains information on that processing day's principal payment amounts and typically includes:(i)Information on the consumer
receiving credit for the payment,(ii)The credit account number(the Client's account number);(iii)Payment amount;(iv)Effective date,and(v)Any
additional information required to post the payment to the Client's accounts receivable system.
2, The "Reversal File" contains information on that day's principal payment amounts that have been returned for any reason, including NSF
(insufficient funds),charge back, account closed, etc, and includes information on the consumer who originally received credit for the payment,
including:(i)The credit account number(Client's account number):(it)Amount,(iii)Effective date,and(iv)Any additional information required to
reverse the payment from the Client's accounts receivable system.
The transactions in both of these files can either be:
0 Segregated into multiple files based on"Payment Type"(Credit Card,ACH,Debit Cards)
Ll Annotated to indicate the type of payment.
SPI will submit payments included in the Posting File to the ODFI, merchant or credit/debit processing network (as applicable)to request the debit of the
consumer's account in the amount of the principal amount plus any applicable convenience fee.The total dollar value of these charges/debits is referred to as the
"Payment Total"for the particular transaction type(i.e., payment total for credit cards). The"Payment Total"amount less the aggregate dollar amount of any
convenience fees will be the"Client Toid".
C. Settlement to Client. SPI shall credit the"Client Total"using an ACH credit to the account designated by the Client.This amount will equal the sum of the
principal payment amounts included in the Posting Me for the same processing day. SPI shall initiate a separate ACH debit.to the same account for charge back/retum
items identified since the last processing cycle.
5. Customer Payments and Fees. In consideration of and for the utilization of the Service,spi will assess a convenience fee to Customers utilizing the Service which fee
shall be determined by SPI in its sole discretion. Customer s will be advised of this fee and the specific dollar amount and be given the option of accepting or rejecting this
convenience fee and the attendant Service.No fee will be assessed to Client for this service.
City of Redlands CF 4 25 06(2),doc
Schedule B
- SERVICE APPLICATION
Ct�MMF[�CIAL SERVICES DUB 13ILIGENCE General information
Legal Name of Business City of Redlands–Municipal Utilities DBA or Trade Name
Department
Website Address wva,v.ci.redlands.ca.us ! Tax Identification No. 95-6000766
www.redlandsuflities.org _
Principal Business 35 Cajon St.,Suite 15-A City Redlands State CA Zip 92373
Street Address
Mailing Address P.O.Box 3005 City Redlands State CA Zip 92373
Telephone 909-798-7698 Fax 909-798-7670 E-mail jamiller@cityofrediands.org
address
... .. . ...._. . .
Contact Name and Title of
Type of Business Municipal Government t Utility Providor Janet Miller,Customer Service Manager
Business Contact
Type of Entity ❑Individual ❑Partnership in the state of ❑Limited Liability Company in ❑Corporation in the state of
Proprietorship the state of
.. . .
.... ..
Date and Place / / Annual Transaction Volume
Business Started (Estimated)
References
Trade References Name of Trade Reference Telephone Number of Trade Reference
1.
2.
3.
Applicant Status–Please Check One
❑Large Privately-Held Company(in business for at least 5 years ❑Bank or Credit Union(Jurisdiction of License }
and with a minimum of$100 Million per year gross annual income) ❑Publicly-Traded Company(Exchange Trading Symbol }
❑Educational Institution(Accredited by x Governmental Agency(Jurisdiction-Municipality)
UNLESS YOU ARE A GOVERNMENTAL AGENCY ANSWERS TO THE FOLLOWING QUESTIONS MUST BE ATTESTED TO BY AN AUTHORIZED REPRESENTATIVE OF THE
APPLICANT:
1. Has the Applicant ever been convicted of any felony under state,federal or foreign law?x No❑Yes--attach explanation
2. Has the Ap licant ever hadagovernment-issued business license revoked?x No Yes—attach explanation
3. With respect to violation(s)of anti-money laundering laws,has the Applicant ever entered into a consent agreement,been adjudicated in a
government regulatory enforcement action,or is such an enforcement action currently pending against the Applicant?x No❑Yes—attach }
explanation including when,by which authorit,
y,the nature of the violation,and the final disposition of the action
4. Has the Applicant implemented an anti-money laundering(AML)compliance program?x No❑Yes--attach a copy of your FinCEN registration(if
applicable)and provide the name of the Applicant's compliance officer here
5. Does the Applicant accept,transmit, or pay out funds for gaming purposes or to pay gaming-related debt?x No Yes—attach copy of gaming
licenses
NOTE:IFYOU ARE A US PRIVATELY-HELD COMPANY THAT HAS BEEN IN BUSINESS FOR AT LEAST FIVE CONSECUTIVE YEARS WITH GROSS ANNUAL REVENUE IN
EXCESS OF AT LEAST$100 MILLION PER,YEAR,AN:AUTHORIZED REPRESENTATIVE OF THE APPLICANT MUST ATTEST TO THE LEGAL NAME;ROME ADDRESS,AND
PERCENTAGE OF OWNERSHIP FOR EACH OWNER WITH AN INTEREST IN THE COMPANY OF i(We OR MORE. MIS CER77FICAMN Ntt)ST BE AT14CfIED TO TH15 FOk4f AND
SL=B.1411TED WITH THE APPLICA77Ch.
s i
Ali statements contained in this application and other documentation submitted in support of this application are true and correct. Permission and authorization is hereby
granted to Western Union Financial Services, Inc,,Integrated Payment Systems Inc.,First Data Corporation and its and their affiliates and representatives(collectively
"WUFSI"), as well as to trade references, Dun&Bradstreet,banks,consumer credit services,consumer reporting agencies and state,federal,or foreign government
representatives,without regard to whether they are listed herein,to verify,receive,exchange,and obtain business and/or personal credit and other information(including
without limitation criminal background checks),as part of this application or at any time thereafter in connection with the ongoing Applicant evaluation process,review
of activity and/or collection of any obligation arising from the business relationship, including any related guaranties or any services offered by WUFSI. The
undersigned further agree that neither WUFSI nor anyone who has furnished WUFSI any information concerning Applicant shall be responsible for any losses or
damages Applicant may claim as resulting from said verification,receipt, exchange, or obtaining business and/or personal credit or other business and/or personal
information. WUFSI reserves the right in its sole and absolute discretion to reject Applicant's application and such rejection shall be without penalty of any type or kind
to WUFSI.
(AN AUTHORIZED REP NTATIVE UST SIGN OF BEHALF OF THE APPLICANT)
SIGNATURE PRINTED Jon Harrison DATE June 6,2006
NAME
ADDRESS Cajon St.,Suite 15-A CITY Redlands STATE CA ZIP 92373
TELEPHONE 909-798-7698 TITLE Mayor
ATTEST PRINTED Lorde Poyzer City Clerk
SIGNATURE _ NAME
City of Redlands CF 4 25 06(2).doc