HomeMy WebLinkAboutA6388 - VALUE PAYMENT SYSTEMS LLC PAYMENT PROCESSING SERVICE AGR PAYMENT PROCESSING SERVICE AGREEMENT
THIS SERVICE AGREEMENT(this"Agreement")is made and entered into as of the 12th_day of September_2012
("Effective Date")by and between Value Payment Systems,LLC,a Tennessee limited liability corporation("VPS'),with
its principal office located at 2207 Crestmoor Road,Suite 200,Nashville,Tennessee 37215 and City of Palm Springs.,
a California_State municipal corporation,with office located at 3200 E.Tahquitz Canyon Way,Palm Springs,CA
92262,Riverside.("County").
RECITALS:
WHEREAS,VPS is in the business of providing internet and phone based electronic payment services to public and
private sector merchants;and
WHEREAS,County desires to provide its Customer the option and opportunity to pay various amounts due to the
County through VPS as set forth under the terms and conditions below,
NOW,THEREFORE,for and in consideration of the mutual covenants contained herein and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:
1. DEFINITIONS.
1,1. "Association"is a group of Card issuer banks,debit networks or other method provider,including without
limitation,Visa U.S.A.,Inc.,MasterCard international,Inc.,and the NYCE,Pulse,Star,and lnterlink debit
networks.
1.2, 'Association Rules"are the bylaws,rules,and regulations,as they exist from time to time,of the Associations.
1.3. "Card"is both(I)the plastic card or other evidence of the account and(if)the account number,issued to a
Cardholder,which you accept from your customers as payment for their purchases from the County,and for
the transactions with respect to which VPS agrees to process.
1A. "Qrdholder"is the person to whom the Card is issued and who is entitled to use the Card.
I.S. Qhargehaek'shall mean a reversal of a Card sale the County previously presented,pursuant to Association
Rules.
1.6. "Convenience Pee"shall mean a fee that is charged to the customer for the ability to make a payment through
a VPS B-Payment System. The fee can be assessed as a percentage of the payment amount or as a fixed fee
transaction in accordance with current Association Rules.
1.7. "Electronic Payments•shall mean credit card,debit card,Automated Clearing House(ACH)payments or
emerging payment methods such as PayPal or Bill Me Later®.
1.8. 'E Ea=eotSyAem"shall mean the VPS Web E•Payment System and or VPS Phone E•PaymentSystem.
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1.9. 'Phone 8-Pa=-nttTymtemm shall mean a touch tone phone payment system that is managed by VPS.
1.10. Qai;DMe='shall mean a person or business that is eligible to pay,or is required to pay,amounts due to the
County.
1.11."SajCg.DaW is the evidence and electronic record of a sale or lease transaction representing payment by use
of a Card or of a refund/credit to a Cardholder.
1.12.7musacdon"shall mean as regular,periodic due,fixed dues or assessment payments,and all other amounts,
fixed or variable,agreed to by the Customer and the County.
1.13. 'Web E-Payment qe"shall mean a VPS hosted payment website.
j 2. SERVICES
2.1. B-Payment. tem.
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VPS will provide an E-Payment System for use by Customers of the County. During the term of this
Agreement,the County agrees to allow Customers to make payments through a VPS developed and managed
E-Payment System,further defined in Schedule A,and VPS agrees to facilitate the electronic payment of
Transactions between the County and the Customers.
2.2.Customer Information.
Upon the County s execution of this Agreement,the County shall use appropriate and reasonable efforts to
provide VPS with information as VPS may require In order to promptly and accurately perform the Services
contemplated by this Agreement VPS shall In no event be liable for not being provided by the County with
current and correct information. VPS will not be responsible for unauthorized use of Customer's credit card
or credit card information by the County,the County's employees,or any other party associated with the
County as a vendor,consultant or contractor,Including but not limited to the Customer's name, billing
address,credit card number,and credit card expiration date.
M.Convenience Fee Disclosure.
The Web E-Payment System interface and Phone B-Payment System interface will disclose all VPS Customer
funded Convenience Fees,if applicable,to the Customer prior to the processing of a Transaction.
2.4. PPa=entofTransactions,
The County agrees that the date on which a Transaction is posted to a VPS E-Payment System by a Customer
shall be deemed the date the Transaction is made for purposes of late fees,if any,the County may charge to
such Customer.The date the Transaction Is"posted"is the date the Customer manually transmits the
Transaction to an E-Payment System or the date an agreed automatic payment is initiated,whichever is
applicable.VPS shall remit to the County all Transactions paid through VPS no later than three(3)business
days following the date a Transaction is posted to a VPS E-Payment System.
2.5. Char�h_ ackc
VPS will provide appropriate and reasonable efforts to have chargebacks investigated following the initial
notice that a chargeback has occurred.When provided written notice of any chargebacks that VPS has
deemed to be the responsibility of the County or errors In deposits,the County agrees to Immediately remit
payment to VPS. VPS agrees to receive the payment for chargebacks or errors in deposits from the the County
through the remittance of a check or another payment method to he determined by the County. VPS agrees to
not debit the County's account for such fees. Notwithstanding the foregoing,the County will ultimately be
liable for all chargeback liability derived from Transactions processed by VPS.
2.6.PPonriehery Rights
VPS represents that it owns,licenses or has the right to use and will retain during the term of this Agreement
all proprietary rights in and to the&Payment System and all development tools,routines,subroutines,
applications,software and other materials that VPS may use in connection with implementation and
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operation of an E-Payment System.
2.7. Modification of Services.
VPS may,and reserves the right to,modify the features and functionality of the B-Payment System at any time
and from time to time without notice,provided,however,that VPS will not modify the E-Payment System in a
manner that would,in its sole discretion,significantly adversely affect the use thereof,without providing at
least ten(10)days prior notice to the County of any such modification.
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2.8.Payment for Services
In consideration for the aforementioned E-Payment Service,Customers will pay the Service Fees that are
detailed in Schedule R. Such Service Fees include fees associated with processing Electronic Payments
through the VPS E-Payment System
VPS is solely responsible for all Processing Fees. These fees include Chargeback Fees,defined as penalties
assessed per Chargeback claimed against the County's account but does not include the principal amount
associated with a Transaction.
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2.9.Additional Representations and Covenants,
VPS represents and warrants,and agrees for the term hereof,that it is and will remain in material compliance
with(a)all applicable federal,state and local laws affecting its business and the ownership of its assets and
the privacy and security of information provided by Customers,Including but not limited to the Payment Card
Industry Data Security Standard. VPS Is in material compliance with all agreements with parties other than the
County and will remain in compliance with all such agreements. VPS represents and warrants,and agrees for
the term hereof,that it has and will maintain a commercial general liability insurance policy having a limit of
$2,000,000 in the aggregate(and$1,000,000 per occurrence)and a professional liability(errors and
omissions)insurance policy having a limit of$5,000,000 in the aggregate(and$1,000,000 per occurrence).
2.10.Association Rules,
The County agrees to comply with all Association Rules as may be applicable to the County and in effect from
time to time as published(on a websfte or otherwise)by any Association and provided to the County.
2.11.$Ight to Ilse Information,
The County acknowledges that VPS will compile certain information related to the usage of the E-Payment
System and activities thereon.Such information may include,but not limited to,the volume of Transactions
and the value of Transactions.The County agrees that VPS is authorized to use,reproduce and generally make
such Information available,as VPS may deem appropriate,provided that the County and the Customer will in
no case be individually identifiable except as otherwise permitted herein.Neither the County nor any
Customer shall be entitled to notice of such use,nor any fees derived therefrom.
3. THIRD PARTY PRODUCTS.
The County understands and agrees that VPS may use third party products in connection with the E-Payment
System offered hereunder.These products may include firewall security,web server software and encryption
software.VPS makes no representation or warranty regarding the performance of such third party software,
specifically including any warranty that performance will be uninterrupted or error-free
4. DISCLAIMER OF WARRANTIES.
4.1. No Warranti s.
THE COUNTY ACKNOWLEDGES THAT ITS USE OF THE E-PAYMENT SYSTEM IS SUBJECT TO THE
FOLLOWING DISCLAIMER OF LIABILITY:EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS
AGREEMENT,VPS AND ITS SUPPLIERS MAKE NO WARRANTY OF ANY KIND,WHETHER EXPRESS OR
IMPLIED,REGARDING THE E-PAYMENT SYSTEM OR SERVICES PROVIDED HEREUNDER AND SPECIFICALLY
DISCLAIM THE WARRANTIES OF THE COUNTY'S ABILITY,FITNESS FOR A PARTICULAR PURPOSE,TO THE
MAXIMUM EXTENT POSSIBLE BY LAW.
4.2. World Wide Weh.Internet and Telephone Usaee.
VPS and its suppliers make no warranties regarding the quality,reliability,timeliness or security of the world
wide web or telephone lines,the internet and other globally linked computer networks,or the websites
established thereon including the E-Payment System,will be uninterrupted or error free.
S. INDEMNIFICATION/LIMITATION OF LIABILITY.
5.1. INDEMNIFICATION.
Subject to Sections 4,5.2 and 5.3,VPS agrees that it shall indemnify and hold harmless County from and
against all liability,damages,expenses,costs,causes of actions,suits,claims or judgments arising from
j property damage,personal injuries or death to persons resulting from(a)VPS'and its agents',servants'or
employees'negligence or willful misconduct(b)failure on the part of VPS to comply with any of the
covenants,terms or conditions of this Agreement and(c)VPS infringement of any United States patentor
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The Countythat It shall indemnify
i agrees Wiry and hold harmless VPS from and against all liability,damages,
expenses,costs,causes of actions,suits,claims or Judgments arising from property damage,personal injuries
or death to persons resulting from of(a)the County's and its agents',servants'or employees'negligence or
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willful misconduct,and(b)failure on the part of County to comply with any of the covenants,terms or
conditions of this Agreement.
5.2. NO CONSEQUENTIAL DAMAGES.
IN NO EVENT WILL EITHER PARTY,OR ITS SUPPLIERS,BE LIABLE TO THE OTHER PARTY,OR TO ANY
THIRD PARTY,FOR CONSEQUENTIAL,EXEMPLARY,INDIRECT,SPECIAL OR INCIDENTAL DAMAGES,
INCLUDING,WITHOUT LIMITATION,LOST PROFITS,EVEN IF THE PARTY OTHERWISE LIABLE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3. Limited Remedv.
i VPS shall in no way be liable to the County or its Customers due to any disruption of VPS'E-Payment System
I or non-availability of the E-Payment System during which Customers are unable to access or use the E-
Payment System due to a confirmed problem therein In no event will VPS'liability exceed the applicable
amount set forth in Section 2.9 regardless of the form of the claim(including,without limitation,any contract,
product liability,indemnification or tort claim).
6 CONFIDENTIAL INFORMATION.
6.1. Nondisclnsnre
Each parry agrees to keep confidential and to use only for purposes of performing under this Agreement,any
proprietary or confidential information of the other parry disclosed pursuant to this Agreement which Is
appropriately marked as confidential or which could reasonably be considered of a proprietary or
confidential nature("Confidential Information"),and,except as otherwise permitted by this Agreement,the
terms of this Agreement and all negotiations relating thereto(but not the existence of this Agreement
generally).The obligation of confidentiality does not apply to information which is publicly available through
authorized disclosure,is known by the receiving party at the time of disclosure,is rightfully obtained from a
third party who has the right to disclose it,or which is required by law to be disclosed.All Confidential
Information will remain the property of the disclosing party.
7. TRW AND TERMINATION.
7.1. Tr,m.
Subject to Section 7.2,this Agreement will commence upon the Effective Date and shall continue for two(2)
years,at which point in time the Agreement will automatically renew for successive one(1)year periods
unless either party,at least thirty(30)days prior to the expiration of the then applicable term,provides the
other with written notice of its desire to terminate this Agreement.
7.2. Termination for is .
If a VPS E-Payment System provided under this Agreement fails to conform to generally accepted standards
for such services in the Card processing industry,then upon notice from the County specifying the failure of
performance,VPS will rectify such failure of performance.If VPS does not rectify our failure of performance
within 30 days after receipt of notification,then the County may terminate this Agreement upon 30 days'
written notice to VPS. VPS may terminate this Agreement at any time upon written notice to the County as a
result of any of the fallowing events: (i)any noncompliance with this Agreement or Association Rules which
Is not cured within 30 days of VPS notice to the County,except as otherwise provided in this Agreement and
except that no cure period is allowed for termination based on County fraud;(H)any voluntary or involuntary
bankruptcy or insolvency proceeding involving the County;(III)for a period of more than 60 consecutive
days,the County does not transmit Sales Data to VPS
7.3. EWectofTerminad=
! Termination of this Agreement will not relieve either party of any obligation to pay the other party any
amounts,Processing Fees,Service Fees or other compensation due and owing to the other party prior to such
termination.
7.4. $n6dval.
j Sections S,6 and 8 shall survive any termination or expiration of this Agreement
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B. MISCELLANEOUS.
S.I. Promotion of Services
The County may promote the use by Customers of the VPS Services including,but not limited to,publishing
the relevant URL for the Web E-Payment System and telephone number for the Phone E-Payment System on
the County's website home page,billing statements,notices and all related promotional materials. All
published materials referencing VPS or the VPS Services shall be approved for accuracy by VPS prior to
publishing.
8.2. Go��Law,Waiver ofJylyTrial,
This Agreement w81 be governed by and construed in accordance with the laws of the State of Tennessee
without reference to conflict of law provisions. Any action,proceeding,litigation,or mediation relating to or
arising from this Agreement must be brought in Davidson County,Tennessee, THE PARTIES HEREBY
KNOWINGLY,VOLUNTARILY,AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON,ARISING OUT OF,OR IN CONNECTION WITH
THIS AGREEMENT.
8.3. Entire Agreement
This Agreement,including the Schedules,contains the entire understanding and agreement between the
parties with respect to its subject matter,superseding all prior or contemporaneous representations,
understandings,and any other oral or written agreements between the parties with respect to such subject
matter.
8.4. Binding 11non Successors and_Assiens.
This Agreement shall be binding upon and inure to the benefit of the parties,their successors and permitted
assigns.Neither this Agreement,nor any right license,privilege or obligation provided herein,may be
assigned or transferred by either party without the other partys prior written consent,which consent shall
not be unreasonably withheld,and any attempted assignment or transfer without such consent is void.
8.5. Relationship of Parties.
The relationship of VPS to the County under this Agreement shall be that of an independent contractor and
nothing contained in this Agreement shall create or Imply an agency or employment relationship between the
County and VPS,nor shall this Agreement be deemed to constitute a joint venture or partnership between the
County and VPS
96. Notices
All notices required or permitted-under the Agreement shall be in writing and sent to the other Party at the
address specified below or to such other address as either Party may substitute from time to time by written
notice to the other and shall be deemed validly given upon receipt of such notice given by mail(postage
prepaid),electronic mail or personal or courier delivery to:
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1F to:Value Payment Systems,Lf.0 If to:_City of Palm Springs_
2207 Crestmoor Road 3200 E.Tahquitz Canyon Way
Suite 200 Palm Springs,CA 92262
Nashville,TN 37215 ATTN: Robert Burkholder
Attn:Jeffrey C.Gardner Email: Robertburkholder®palmspringsca.gov
Email:igarriner(�v h, pRyment^yc me om
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8.7. Pamfonsand Headings,
The captions and headings appearing in this Agreement are for reference only and will not be considered in
construing this Agreement
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8.8. Counterparts.
This Agreement may be executed simultaneously in any number of counterparts,each of which shall be
deemed an original,but all of which together constitute one and the same agreement
8.9. W a11YS�
No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the
party against whom such waiver is sought to be enforced.
8.10.Severabilfty.
If any provision of this Agreement,or the application thereof,is found invalid or unenforceable,that provision
will be amended to achieve as nearly as possible the same economic effect as the original provision and the
remainder of this Agreement will remain in full force.
8.11.1�IWiCily
The parties agree that they will not use the other party's name,trademark or service mark or the existence of
the contractual relationship in any press release,marketing,promotional,advertising or any other materials
without the other party's prior written consent
8.12.Amendment and changes
This Agreement or any provision hereof may not be changed,amended,supplemented,discharged,
terminated or otherwise altered except by a statement in writing signed by both parties.
8.13.Force Maleere
Neither party will be liable for delays in processing or other nonperformance caused by such events as fires,
telecommunications,utility,or power failures,equipment failures,labor strife,riots,war,nonperformance of
our vendors or suppliers,acts of God,or other causes over which the respective party has no reasonable
control,except that nothing in this Section S.13 will affect or excuse either party's liabilities and obligations
for Chargebacks,refunds,or unfulfilled products and services.
8.14.Facsimile Slmtature and Counterparts,
This Agreement may be executed by exchange of signature pages by facsimile or electronic mall and/or in any
number of counterparts,each of which shall be an original as against any party whose signature appears
thereon and all of which together shall constitute one and the same instrument.
-The rest of the page is Intentionally left blank-
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INWlrN6SSWHEREOF,the parties have executed thfsggreement as of the dateJirst above written.
VALUE YMENTSYSTEM' Name ofEadty:_Cityof Palm Springs
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gy L Signature iQ
Name:J.Scott Slusser Print Name:—Geoffrey S.Kiehl
Title:Chief Marketing Officer Tide:_Director of Finance&Treasurer_
Address:2207 Crestmoor Road,Suite 200 Addressi3200 E.Tahquitz Canyon Way—
City/State/Zip:Nashville,TN 37215 City/State/Zip`Paim Springs,CA 92262_
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SCNEDULEA
(Please check the box or boxes associated with the services to be provided.)
WEB&PAYMENT SYSTEMS
PayLocalGov Web E-Pa ent_W ram(with or without Input File inteereNonl
The PayLocalGov Web E-Payment System will provide the following:
e Standard development technology to streamline the development process;
• Fully hosted payment System;
• Optional process for input file integration for account validation and bill presentment;
e Payment screens including personal information,payment entry,payment review,payment receipt
e Payment confirmation number and optional confirmation email;
• Collect and transmit payment information for authorization and settlement;
• Method for transferring transaction data back to the County;
• PayLocalGov Web E-Payment System look and feel which will also allow the County to co-brand the
website in a predefined location.
Please choose one of the following options if the PayLocalGov Web E-Payment System is selected:
a Option 1:Input File Integration is not required:or
❑ Option 2:Input File Integration IsreQulred and the County will supply the input file format to VPS.
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❑ Custom Web E-Payment System Wth or without Input File inteBrationl
The VPS Custom Web E-Payment System will provide the following.
• Fully hosted payment System;
• Optional process for Input file integration for account validation and bill presentment;
• Payment screens including personal Information,payment entry,payment review,payment receipt
• Payment confirmation number and optional confirmation email;
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• Collect and transmit payment information for authorization and settlement;
j e Method for transferring transaction data back to the County;
• Custom look and feel which will also allow the County to brand the website.
Please choose one of the following options if the Custom Web E-Payment System is selected:
❑ Option 1:Input File Integration is notreq_nired or
13 Option 2:Input File Integration ISsequlred and the County will supply the input file format to VPS.
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❑ W&►t�ment Three Page System
The Web&Payment Three Page System will provide the following:
• Ability for a third party software provider or the County to integrate to the VPS Web 8-Payment
Three Page System using the VPS online Service API to provide transaction information or update
systems regarding completed transaction information;
• Collect and transmit payment information for authorization and settlement
i • Method for transferring transaction data back to the County.
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SCHEDULE E
Pee Schedule
WEB AND PHONE E-PAYMENT SERVICES
(Please check the box or boxes associated with the services to be provided.)
SEILVIC)�S tU $D$YT# CONSTITIJ$Nt/CUSTOMER
WEB AND/OR POS E-PAYMENT SYSTEM CONVENIENCE FEES
ITEM FEE FREQUENCY
Non Tax Payments(Utility,Licenses,Parking 27ckets,etc)
All payment methods,when using Visa,must be a flat convenience fee 2.500/6 x Per transaction
and therefore based upon the avenge transaction amount Visa is not average
allowed to be accepted as Point of Sale transaction,but only in a kiosk transaction
format Therefam POS transactions(without Visa)will revert to the amount(or
percentage fee shown. min.,as below,
applies)
Minimum Convenience Fee $1.95 Per transaction
lDEBHE,Co�t3Tl:t)El)(/CV3TQMER Y T
PAYLOCALGOV LIVE OPERATOR CONVENIENCE FEES
ITEM FEE FREQUENCY
❑ Non Tine Payments(Utility,Licenses,Parking 7lekers,eta)
All payment method $2.95' Per transaction
Minimum Convenience Fee $1.95 Per transaction
Live Operator Service Fee $2.95 Per transaction
❑ WEB E-PAYMENT SYSTEM DEVELOPMENT AND HOSTING FEES
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ITEM FEE FREQUENCY
PayLocalGov Web E-Payment System Application Development Fee Waived Oa-time
'The actual convenience fee for each payment application will be set to equal the(average payment amount for the application)X(1.2)X
(2.75%). The resulting convenience foe amount will then be rounded to the nearest$0.05 increment Rumple,if the average payment
amount for utility payments is$I50 then the convenience fee would be ad to equal($I50)X(1.2)X(2.75%)or$4.95.
E.Paymeat System Application Hosting Waived Per month
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