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08-1208_COLLECTORSOLUTIONS, INC_Agreement• AGREEMENT THIS AGREEMENT made this 8th day of December, 2008, between COLLECTORSOLLITIONS, INC., a Florida Corporation, ("CSI") with an address of 316 South Baylen Street, Suite 201, Pensacola, Florida, 32502, and City of San Juan Capistrano, (San Juan Capistrano), 32400 Paseo Adelanto, San Juan Capistrano, Orange, California, 92675, and collectively to be referred to as "the Parties'. WHEREAS, CSI provides Internet -based financial services, including timely credit card and electronic check (e -check) payment processing, and WHEREAS, CSI possesses the technical framework and personnel to process a -check and credit card payments of account customers of San Juan Capistrano, and WHEREAS from within CST's web -based technology platform, San Juan Capistrano will at its own discretion make a multiple of services available to its account customers at various times and in various payment 'modalities', for various 'types', and by various 'methods' of payment; such as credit card and or the electronic check (eCheck), and WHEREAS, CSI has agreed to provide such services in accordance with the pricing set forth in Appendix "A" attached hereto; NOW, THEREFORE, in consideration of the covenants to be kept and performed by the parties, it is agreed: DEFINITIONS The following words, terms and phrases, when used in this Agreement, shall have the meanings ascribed to them in this section. Hosting Capabilities: Adequate computers, telecommunications and related equipment sufficient to fulfill the obligations of CSI under this Agreement. Software: Electronic computer programs with instructions provided by CSI that will timely process all payments to San Juan Capistrano in an acceptable commercial manner. Settlement Account: A bank account at a federally insured banking institution designated by CSI into which credit card payments shall be initially deposited and that result from CSI's processing of payments to San Juan Capistrano. Page 1 of 14 Merchant Account: The credit card account established by a bank which deposits CSI credit card funds into the Settlement Account for subsequent transfer into the DDA account of San Juan Capistrano. This account is the property of San Juan Capistrano and is arranged through a bank designated by San Juan Capistrano. DDA: Direct Deposit Account ("DDA") is a bank account maintained by San Juan Capistrano to receive funds from any settlement account for credit card payments and into which eCheck payments are made directly. Business Da All week days except Saturday and Sunday and holidays established by the Federal Reserve System, and any other days so established by San Juan Capistrano and conveyed to CSI. Password: A unique, alphanumeric access code assigned by San Juan Capistrano to each authorized user of the CSI Service. Credit Card: A unique account number issued to individuals by an authorized financial institution usually embossed on a plastic card, which extends a fixed amount of credit to the cardholder. Convenience Fee (or Fee): Also known as a "Transaction Fee". The amount, in addition to any type of payment made to San Juan Capistrano by the payer. Convenience fees permitted to be charged under the terms of this Agreement are set forth in Appendix "A". This Fee can be paid to CSI by either San Juan Capistrano or the paying customer of San Juan Capistrano, or both. eCheck: An electronic likeness of the paper check utilized to authorize the payment of charges against the checking account of the payer in the form of a debit transaction, usually an on-line payment where the necessary banking account information is provided to initiate the electronic likeness of a check transaction. Check Truncation: The physical presentment of a paper check that is electronically imaged and captured to process electronically. The paper check, in effect, instantly becomes the receipt and or physical record. Check truncation is a form of eCheck processing. Page 2 of 14 0 0 Service: The processing software and hosting obligations of CSI pursuant to this Agreement. Swipe: Credit card transactions entered via an account -recording device rather than by manual keystroke entry. Non -swipe: Credit card transactions entered via manual keystrokes rather than via an account recording device. Database: An accumulation of data stored electronically in a computer in an organized, structured manner, which relate to all San Juan Capistrano transactions. Paver: Any individual, citizen, utility customer, or entity, responsible for any monetary obligation to San Juan Capistrano. Force Majeure: Hurricane, flood, earthquake or other natural disasters, as well as, war, riots or other major social upheavals. Telephone, intemet and power failures attributed to causes outside of the control of either Party. Federal financial and processing platform failures. II. SERVICES 1. CSI shall license and make available to San Juan Capistrano its processing Software and Hosting Services (the "Service" or "Services") for the processing of monetary payments to San Juan Capistrano via credit/debit cards, including but not limited to VISA, MasterCard, Discover and American Express, through those modes of collection processing described in Appendix A. eCheck capability shall be provided to payers who wish to utilize computer payment methodology. All Software provided in the fulfillment of this Agreement shall be the proprietary property of CSI. CSI is an independent contractor for all purposes hereof. This Agreement does not convey an agency status to CSI. Credit card and eCheck transactions shall be deposited and credited to San Juan Capistrano's Settlement Account. CSI is expressly permitted to move funds from the Settlement Account to the DDA account(s) of San Juan Page 3 of 14 9 0 Capistrano, if any, and if requested to do so by San Juan Capistrano. The transfer of funds will occur on or before the third business day subsequent to the transaction date. All credit card funds deposited or transferred into this San Juan Capistrano -owned Settlement Account, excluding the CSI convenience fee, will remain the property of San Juan Capistrano. 2. CSI shall provide, install or make available via electronic means, software necessary for the fulfillment of its Service at all locations designated by San Juan Capistrano ("Service Software"). Additional locations within San Juan Capistrano's collection network may be added to the CSI system from time to time by San Juan Capistrano, at no additional cost to San Juan Capistrano. Certain electronic devices, such as the credit card swipe machine, the eCheck scanner, and the payment receipt printer shall be purchased separately by San Juan Capistrano and are not part of the set-up fee charged by CSI. CSI represents and warrants that (i) it has the full right to utilize and employ the Service Software and (ii) the Service Software does not infringe upon the intellectual property rights of others; further, CSI shall indemnify and hold harmless San Juan Capistrano from all claims, demands, damages, judgments or decrees, including its reasonable attorneys' fees, in connection with a breach of this representation and warranty or a claim by a third party which asserts that this representation and warranty is untrue. 3. CSI shall provide adequate assurance to San Juan Capistrano that all data communicated over or processed or stored on the equipment owned, leased or controlled by CSI shall be secure. A 128 bit, Secure Socket Layer ("SSL") encryption process, utilizing Class 3 Authentication, shall be utilized for this purpose. Additionally, CSI shall assign a unique identification number to each credit card and eCheck transaction for security and auditing purposes. San Juan Capistrano shall indemnify and hold harmless CSI for any claims by payers relating to incorrect or overcharging of service charges collected by San Juan Capistrano attributable to errors in data provided to CSI by Page 4 of 14 9 0 San Juan Capistrano or San Juan Capistrano's employees, agents or independent contractors. Said differently, CSI will process data received from San Juan Capistrano's processing system which is not modified in any way by CSI other than to calculate and add the CSI Convenience Fee to the transaction process, unless directed otherwise. 4. Fees charged to San Juan Capistrano customers will be prominently and separately disclosed, in the same style and size font as the other charges are disclosed, prior to the execution of the transaction and again separately displayed on all receipts of San Juan Capistrano. All receipts contain a disclosure or disclaimer statement. of San Juan Capistrano's choosing, such as The credit card fee and/or eCheck fee shall remain in effect for the duration of this contract unless CSI's ODFI (Originating Depository Financial Institution), merchant bank, non-bank credit card issuers, or related processors change their rate structure more than 5%. In that event, CSI and San Juan Capistrano will negotiate an amendment to this agreement to address a change in fees. 5. The term of this Agreement shall be for twelve (12) months from the date hereof. This Agreement shall be automatically renewed from year-to-year thereafter unless terminated by a party pursuant to the provisions hereof. This Agreement can be terminated by either party without cause with a 60 -day written notice to the other party or a lesser amount of time if agreed by both parties. Should CSI be replaced, CSI will cooperate with the alternate vendor and San Juan Capistrano in the facilitation of a smooth transition. 6. From time to time the scope of services provided by CSI may be changed. San Juan Capistrano may want additional CSI processing services added to this agreement. San Juan Capistrano's authorized party or signatory to this agreement is authorized to negotiate changes to this agreement. Such changes which are mutually agreed upon by and between San Juan Capistrano and CSI shall be provided Page 5 of 14 in accordance with a written amendment to this Agreement approved by San Juan Capistrano. 7. The Laws of the State of California shall govern this Agreement. 8. All Harris "CIS Infinity" and/or "eCare" data provided through CSI's data exchange platforms shall be considered confidential and shall not be revealed to any third party, unless so ordered by a court of competent jurisdiction, unless disclosure is otherwise required by law or upon the written instruction from San Juan Capistrano provided it is not contrary to any provision of this Agreement. 9. Neither party shall be liable for the errors and omissions, accidental or purposeful, of the other party, or the other party's employees, officers, agents or subcontractors. 10. CSI and San Juan Capistrano shall not be liable for unanticipated technical difficulties caused by any bank, third party processing service or telecommunications providers, weather, or other events generally recognized as "forces majeure", provided that such events could not have been reasonably foreseen and guarded against by the performing party, or other events outside the control of CSI or San Juan Capistrano. 11. NOTICES. All notices required to be given pursuant to the terms of this Agreement shall be in writing and sent by Certified Mail, Return Receipt requested, to the addresses set forth below, or by hand delivery or a business courier (Federal Express, Airborne, etc.) to the address of a party or by facsimile transmission. Any notice, request or other communication transmitted by mail shall be deemed to have been sufficiently given for purposes hereof on the fifth (5th) day after date of mailing, or if delivered by hand or business courier when received at the address of the recipient, and if given by facsimile transmission, upon receipt by the sender of an acknowledgment of the transmission generated by the machine from which the facsimile in its entirety was sent to the recipient's facsimile number; provided that if such notice or other communication is delivered by hand or business courier, or is received by facsimile on a day which is not a business Page 6 of 14 0 0 day, or after 5:00 P. M. on any business day at the addressee's location, such notice or communication shall be deemed to be duly received by the recipient at 10:00 A. M. on the first business day thereafter. Notice given to an agent of a party shall be deemed notice given to the party. The address of a party may be changed by written notice given to the other party in the same manner as provided above; however, and unless provided otherwise, notice shall be effective if sent to a party at such other address the party may from time to time utilize at the time of the giving of any notice. The failure of a party to give notice of any change of address shall not defeat the giving of effective notice pursuant to the terms of this Agreement. For purposes hereof, the parties designate as their mailing or business addresses, those addresses set forth below: COLLECTORSOLUTIONS, INC. 316 South Baylen Street, Suite 201 Pensacola, Florida 32502 ATTN: Mr. Robert A. Cothran, Senior Vice President Email: robc(a)collectorsolutions.com Phone: 850-444-9330 ext 302 Fax: 850-444-9331 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, Orange, California 92675 ATTN: Mr. Steven Montano, Assistant Director of Administrative Services Phone: 949 487-4317 12. Any claim of nonperformance on the part of CSI by San Juan Capistrano must be in writing and specifically state the nature of the problem. CSI shall perform Standard Support and Maintenance Services as indicated in Appendix B. CSI shall use its best efforts to rectify any problems under its control as rapidly as possible. If, after reasonable efforts by CSI, such cure attempt is not reasonably acceptable to San Juan Capistrano, then San Juan Capistrano may, after giving CSI notice of its unacceptability, give notice of termination Page 7 of 14 0 0 of this Agreement. Notice of termination will be effective upon receipt of such notice by CSI. 13. CSI shall provide reports, which shall contain transactional data on a daily basis, month -to -date, year-to-date, or from/to dates within a fiscal year, by individuals within agencies of San Juan Capistrano or by system totals. Additionally, reports shall be able to be segregated by San Juan Capistrano distinguishing various levels of transaction analysis. This analysis includes but is not limited to transaction analysis segregating credit card vs. eCheck transactions. CSI shall also provide software that will enable San Juan Capistrano to utilize existing receipt printers for the preparation of payment receipts, if CSI can develop such an interface for any existing printers. 14. CSI shall collaborate with the technical staff of San Juan Capistrano, to insure that all database elements associated with a transaction transfer appropriately between CSI's web -based "Version 4" payment engine and the Harris "CIS Infinity" and/or "eCare" management information software currently installed. 15. This Agreement represents the entire understanding between San Juan Capistrano and CSI. Any amendments or changes must be in writing and executed by persons authorized to bind the Parties. 16. If any portion of this Agreement is deemed to be invalid, the balance of the Agreement shall remain in full force and effect. 17. CSI will pay on behalf and hold San Juan Capistrano harmless from any liability directly or indirectly related to the transfer process of funds as performed by CSI. CSI assumes full responsibility for such transfers and insures that a) intended funds of payer reach the account(s) of San Juan Capistrano and b) that only access for CSI is for the purpose of collecting its Convenience Fee. This paragraph shall survive any termination of this Agreement. 18. Amendments. This Agreement shall not be modified nor amended unless such modification or amendment shall be in writing and signed by authorized representatives of both CSI and San Juan Capistrano. 19. Next page is the Signature Page. Page 8 of 14 0 0 Signature Page IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, this the day and year first above written. Signed, aled and C ECTO LUTIONS, INC. deli r in the presen By (Witness Signature) Robert A. Cothran Senior Vice President (Print Name of itness) CITY OF SAN JUAN CAPISTRANO Q,;�X Dave Adams City Manager Approved as to form: owt 6tl�l a � Omar Sandoval City Attorney Attested by: Page 9 of 14 9 Appendix A E Outlined herein: Pricing, the Modes of Collection, numbered in priority preference by San Juan Capistrano, and the required data elements to be exchanged: 1. System Interface via: The Harris CIS platform "CIS Infinity" will be integrated with the Harris "eCare". CSI's eCollections Portal will integrate with same Harris "eCare". 2. Payment Types: Utility (Additional Payment Types may be added at any time at no additional charge) 3. Payment Methods: Credit Card and eCheck 4. Payment Modes: Web, Live person telephone call-in, Kiosk, and Point of Sale (POS) check scan, Pre -Authorization (PAP) automatic and automated periodic payment processing and/or credit card swipe. Additional modes that are available include but are not limited to: Interactive Voice Response (IVR) processing and Call -Center (service center type processing). San Juan Capistrano may add these additional modes at any time for no additional development, set-up, installation, or testing charge. 5. San Juan Capistrano will purchase the CSI required RDM and Logic Controls hardware devices to facilitate POS transactions. 6. IVR hardware/software costs separate from CSI may apply. 7. Pricing: The below fees apply to transactions processed via Web, Phone -In, Kiosk, Pre - Authorization (PAP) automatic and automated periodic payment processing and POS collection modes. Additional pricing for transactions processed via IVR and Call -Center collection modes are available upon request. Setup Fees: $0.00 Recurring Fees (monthly\annual) $0.00 Transactional Fees: Party responsible for transactional fees should be designated. Credit Cards : (rate x total amount) Miscellaneous Fees Charge -backs (credit cards) Credits 2.85 %(minimum $1.00) $20.00 $1.75 Paid by Payer or Client Paid by Client Paid by Client Page 10 of 14 0 0 Appendix B Standard Support and Maintenance Services — Standard Guidelines The purpose of this Appendix B is to provide our customers with information on our standard coverage, a listing of call priorities, an outline of our escalation procedures and other important details. CSI reserves the right to make modifications to this document as required, with reasonable notice to the Organization; provided, however, CSI shall not reduce the scope of support provided hereunder without the prior consent of the Organization. The services listed below are services that are included as part of your support. • 800 Toll Free Telephone support • E-mail support call logging and notification Free eSupport access 24 x 7 with the following on-line benefits: - Log & close calls - View & update calls - Update contact information • Outstanding Calls Report with conference call (as required) HelpDesk Hours Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. Support is available from 8:00 p.m. EST through to 8:00 a.m. EST and is billable on an hourly basis. Weekend assistance is available and must be scheduled in advance and in most cases is billable. Response Times Response times will vary and are dependant on the priority of the call. We do our best to ensure that we deal with incoming calls in the order that they are received, however calls will be escalated based on the urgency of the issue reported. Response time guidelines are as follows: Priority 1: 1 - 4 hours Priority 2: 1 - 8 hours Priority 3: 1 - 24 hours Call Priorities In an effort to assign our resources to incoming calls as effectively as possible, we have identified three types of call priorities, 1, 2 & 3. A Priority 1 call is deemed by our support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Page 11 of 14 0 0 Priority 3 is deemed to be a Low Priority. The criteria used to establish guidelines for these calls are as follows: Priority 1 — High • System Down • Inability to process bills • Program errors without workarounds • Incorrect calculation errors impacting a majority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes • Security issues Priority 2 - Medium • System errors that have workarounds • Calculation errors impacting a minority of records • Reports calculation issues • Performance issues not impacting critical processes • Usability issues Priority 3 - Low • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with workarounds for large majority of accounts • Questions on documentation Call Process All issues or questions reported to support are tracked via a support call; our support analysts cannot provide assistance unless a support call is logged. Our current process for logging calls includes the following: eSupport (via website), email, phone and fax. Page 12 of 14 0 0 • Your call must contain at a minimum: your organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of your question or issue and any other information you believe pertinent. • Our support system or one of our support analysts will provide you with a call id to track your issue and your call will be logged into our support tracking database. • Your call will be stored in a queue and the first available support representative will be assigned to deal with your issue. • As the support representative assigned to your call investigates your issue, you will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. If we require additional information, you will be contacted by the assigned support representative to supply the information required. • All correspondence and actions associated with your call will be tracked against your call in our support database. At any time, if available to you, you may log onto our website to see the status of your call. • Once your call has been resolved, you will receive an automated notification by email that your call has been closed. This email will contain the entire event history of the call from the time the call was created and leading up to the resolution of the call. You also have the option of viewing both your open and closed calls, if available to you, via our website. If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be logged into our development tracking database and you will be provided with a separate id number to track the progress of the issue. At this time, your support call will be closed and replaced by the development id number. The development id number will remain open until your issue has been completely resolved. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. Contact the support department at your convenience for a status update on your development issues, or log onto our website (if available to you) to view your issues on-line. Escalation Process Our escalation process is defined below. This process has been put in place to ensure that issues are being dealt with appropriately. If at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate with the support department as follows: Level 1: Contact the support representative working on your issue Level 2: Contact the support supervisor or group lead Level 3: Contact the director of support Level 4: Contact the vice president of support or relevant CSI business unit Level 5: Contact the CEO of CSI Page 13 of 14 • 0 Holiday Schedule Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. New Year's Day Closed President's Day Closed Memorial Day Closed Independence Day Closed Labor Day Closed Thanksgiving Closed Christmas Eve Early Closure Christmas Day Closed New Year's Eve Early Closure Page 14 of 14 0 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493.1171 (949) 4931053 FAX www. sanjuancaptstrano. org TRANSMITTAL February 4, 2009 TO: �j I m�rfi� o • Hnnisln 1776 CollectorSolutions, Inc. 316 South Baylen St. Ste 201 Pensacola, FL 32502 Atten: Ms. Robert A. Cothran, Senior Vice President FROM: Meg Monahan, MMC — City Clerk (949) 443-6308 MEMBERS OF THE CITY COUNCIL RE: Agreement — internet based financial services: software and Hosting Services for processing monetary payments Enclosed: (1) Original, executed agreement for your records. CC: Steve Montano, Assistant Administrative Services Director San Juan Capistrano: Preserving the Past to Enhance the Future 0 Primed on 100%recycled paper SAM ALLEVATO LAURAFREESE THOMAS W. HRIBAR MARK NIELSEN DR. LONDRES USO