16-1018_JETPAY CORPORATION_D5_Agenda ReportTO:
FROM:
City of San Juan Capistrano
Agenda Report
Honorable Mayor and Members of the City Council
;11?en Siegel, City Manager
SUBMITTED BY: Ken Al-lmam, Chief Financial Officer ~
DATE: October 18, 2016
10/18/2016
05
SUBJECT: Assignment of Personal Services Agreement with Collector Solutions,
Inc.
RECOMMENDATION :
By motion, assign the City's personal services agreement with Collector Solutions, Inc. to CSI
Acquisition Sub One, LLC, which operates under the name of CollectorSolutions, LLC, and
authorize the City Manager to execute the assignment documents.
EXECUTIVE SUMMARY:
Staff recommends that the City's personal services agreement with Collector Solutions, Inc.
for credit card and debit card transaction processing services be assigned to the entity with
which Collector Solutions, Inc. has merged.
DISCUSSION/ANALYSIS:
On December 23, 2014, the City issued a request for proposal for banking and related
services. Collector Solutions, Inc. was the successful respondent for the merchant services
portion of this request for proposal. Cities use merchant service contractors to process
payments received by the City that are in the form of credit card or debit card transactions.
Credit/debit card processors provide the software to accept such payments, execute and
settle those payments, and deposit the resulting funds into the City's bank account. As a
result of this procurement process, the City Council approved a five year personal services
agreement with Collector Solutions, Inc. on June 16, 2015.
On June 2, 2016, Collector Solutions, Inc. merged with CSI Acquisition Sub One, LLC, which
operates under the name of CollectorSolutions, LLC. CSI Acquisition Sub One, LLC is a
City Council Agenda Report
October 18, 2016
Page 2 of 2
wholly owned subsidiary of JetPay Corporation.
As a result of this merger, it is necessary to assign all rights and responsibilities of the City's
existing agreement with Collector Solutions, Inc. to the entity with which Collector Solutions,
Inc. has merged. The merger has no effect on services that were procured under the original
agreement. All of the systems, principals, and expertise of Collector Solutions, Inc. have been
transferred to CollectorSolutions, LLC.
FISCAL IMPACT:
This action assigns an existing agreement to the entity with which the original party to the
agreement has merged. The terms of the contract have not changed and this assignment has
no fiscal impact.
ENVIRONMENTAL IMPACT:
Not applicable.
PRIOR CITY COUNCIL REVIEW:
On June 16, 2015, the City Council approved a five year personal services agreement with
Collector Solutions, Inc. for credit card and debit card transaction processing services.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS :
Not applicable .
NOTIFICATION:
Rick Carroll, Chief Financial Officer, JetPay Payment Services
ATTACHMENTS:
Attachment 1 -Assignment of Agreement
Attachment 2 -Consent to Assignment
Assignment of Agreement
For value received, Collector Solutions, Inc., a Florida Corporation ("Assignor"), hereby assigns all of
Assignor's rights and interest in and to the Personal Services Agreement entered into on June 16,
2015, by and between Assignor and the City of San Juan Capistrano ("Agreement"), to CSI
Acquisition Sub One, LLC ("Ass ignee"), a Delaware Corporation operating under the name of
CollectorSolutions, LLC. The Assignee is a wholly owned subsidiary of JetPay Corporation, a
Delaware Corporation. The subject matter of the Agreement is merchant services.
By this Assignment, Assignor delegates to Assignee all of Assignor's duties and obligations of
performance of the Agreement. By accepting this Assignment, Assignee agrees to assume and
perform all duties and obligations that Assignor has under the Agreement, as if Assignee had been an
original party to the Agreement. Required insurance certificates will be issued in the name of the
parent company, JetPay Corporation.
This assignment shall be binding on and shall inure to the benefit of the respective heirs, devisees,
legatees, executors, administrators, trustees, successors, and assigns all such parties to this
Assignment, as applicable.
This Assignment shall be governed by and construed in accordance with California law.
Executed on ....:;~'-£?_-..::::S;;.._ ___ , 2016 at Pensacola, Florida.
ASSIGNOR:
CSI Acquisifon Sub One, LLC ("As ignee"), a wholly owned subsidiary of JetPay Corporation
ATTACHMENT 1
Consent to Assignment
The City of San Juan Capistrano hereby consents to Assignment of the Personal Services Agreement
entered into on June 16, 2015, by and between Collector Solutions, Inc., a Florida Corporation
("Assignor") and the City of San Juan Capistrano ("Agreement"), to CSI Acquisition Sub One, LLC
("Assignee"), a Delaware Corporation operating under the name of CollectorSolutions, LLC.
The City of San Juan Capistrano further agrees to hold Assignor harmless for any breach of the
Agreement subsequent to the execution of this Assignment and shall look solely to Assignee for
performance under the Agreement.
Executed on _________ at San Juan Capistrano, California
CITY OF SAN JUAN CAPISTRANO
By: __________ _
Benjamin Siegel, City Manager
ATTACHMENT 2