HomeMy WebLinkAbout1988-167
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RESOLUTION NO.
88-167
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH NATIONAL PAYMENT PARTNERS DOING
BUSINESS AS NATIONAL PAYMENTS NETWORK, INC., RELATING TO UTILITY
PAYMENT SERVICES.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
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. execute on behalf of said City an Agreement with National Payment
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SECTION 1.
The Mayor is hereby authorized and directed to
Partners doing business as National Payments Network,
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relating to utility payment services, which Agreement is attached
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hereto marked Exhibit" A", and incorporated herein by reference
as fully as though set forth at length.
I HEREBY CERTIFY that the foregoing resolution was duly
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adopted by the Mayor and Common Council of the City of San
Bernardino at a
Regular
meeting thereof, held
on the
day of
6th
June
, 1988, by the following
to wit:
AYES:
Council Members
Estrada, Reilly, Flores,
~audsley, Hinor, Pope-Ludlam, Miller
NAYS: None
ABSENT: None
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/' City Clerk
5-25-88
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RESO: NPN/CITY - UTILITY PAYMENT SERVICES
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The foregoing resolution is hereby approved this ~ day
:3 of
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June
, 19~. \"-.,
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vlyn Wi cox, Mayor'
City of San Bernardino
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Approved as to form
and legal content:
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A G R E E MEN T
(utility Payment Services)
THIS AGREEMENT, effective as of this t~__ day of
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:Ju~ 19~, by and between the City of San
Bernardino ("Agent") and National Payment Partners, a New
York Partnership, doing business as National Payments
Network, Inc. ("NPN"), individually and as agents for such
utility companies as may become participants in and users of
the NPN System, all of such utility companies being and
sometimes collectively referred to herein as "Participants".
WITNESSETH:
WHEREAS, subject to approval of regulatory agencies,
NPN has installed and may hereafter install, electronic
facilities at agreed-upon locations within the United States
to provide utility payment services for Participants; and
WHEREAS, other utility companies may become
Participants in and users of the NPN electronic facilities
and may elect in writing to become Participants pursuant to
the terms of this Agreement; and
WHEREAS, Agent desires to accept (and be compensated
for) payments made by Participants' customers; and
WHEREAS, as an express condition for receipt of the
compensation specified herein, Agent agrees to accept
payments in the manner specified herein;
NOW, THEREFORE, in consideration of the mutual promises
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and covenants herein contained, it is hereby agreed as
follows:
1. NPN agrees to provide electronic payment facilities
for the purpose of transacting Participants' payments,
including facilities to permit interfacing of computer
services with NPN supplied computer equipment at the Agent's
location listed in Schedule A annexed hereto.
2. NPN has acquired the hardware and software, or the
right to use the same, necessary for the operation of
electronic facilities in the Agent's locations as set forth
in Schedule A as may be supplemented or modified in the
future with the consent of both parties hereto. Agent will
operate the NPN System and related services during normal
Agent business hours. NPN repair service personnel maintain
the equipment and shall have access to the Agent locations
upon presentation of proper identification during normal
Agent business hours.
3. The establishment and continuation of the
electronic facilities herein referred to shall be in
compliance with and subject to the laws of the United States
and such other laws and regulations as may from time to time
be applicable. It is understood and agreed that NPN shall be
entitled to contract with other Participants for the use of
the electronic facilities identified herein.
4. NPN will acquire and install electronic transaction
terminals in the Agents' location(s) listed in Schedule A.
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Electronic transaction terminals will be located at cashier
counters at which other store customer service functions are
performed. Agent agrees to accept payments from customers
during normal business hours. Agent further agrees that all
payments taken from customers of Participants shall be
entered into the NPN transaction terminals on the same day
such payments are made to Agent by customers of the
Participants.
5. Agent will allow NPN to use its existing telephone
system to upload transactions from Agent's terminal to NPN~s
central processing facility.
6. It is agreed and understood that as a resul t of
this Agreement, Agent will become an Authorized Agent for the
purpose of collecting Participants' payments.
7. The procedures governing the acceptance of payment
transactions are detailed in the attached "Addendum A" and in
the NPN Agent Guide to Operations manual. Such procedures
may be amended from time to time by NPN.
8. The settlement and payment procedures between NPN
and Agent shall be as set forth in Schedule B and Schedule C
and in the NPN Agent Guide to Operations manual. Such
procedures may be amended from time to time by NPN.
9. NPN shall provide the following services to Agent:
(a) Train such necessary employees of Agent locations
so as to insure that at least one trained employee will be on
duty at all times in such locations who is proficient in the
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use of the electronic transaction terminal and the NPN
System.
(b) Provide signage for each store serviced, to inform
the public of the availability of electronic processing of
payments at Agent's locations.
(c) Provide the NPN Agent Guide to Operations manual
(and all applicable amendments to the manual) setting forth
the procedures for the daily operations and routine
maintenance of the electronic payment facilities.
10. Agent shall, at its sole expense:
(a) Provide an adequate, convenient and readily
accessible location in each store serviced by NPN for
installation of electronic equipment.
(b) Provide adequate power and satisfactory outlets
for equipment operation.
(c) Provide such personnel as NPN and Agent shall deem
reasonably necessary for efficient staffing and operation of
the electronic payment services.
(d) Provide for cash requirements to insure adequate
operating monies are available for customer change
requirements.
11. Agent shall be entitled to transaction fees as set
forth in Schedule C. Agent shall not be entitled to receive
any fee for services performed under this Agreement employing
NPN's electronic facilities, either from NPN or from any of
the Participants or customers of the Participants, except as
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specifically provided in this Agreement.
12. Agent agrees to fully comply with the procedures
of daily operation and maintenance as set forth in the NPN
Agent Guide to Operations manual.
13. Agent agrees to indemnify and hold NPN harmless,
including attorneys' fees, against any and all losses,
damages or claims resulting from the intentional or negligent
acts or omissions of Agent, its officers and employees
arising, in any manner whatsoever, from its conduct and
operation of the payment facility under this Agreement. In
addition, Agent agrees to indemnify and hold NPN harmless
including attorneys' fees, against any and all losses,
damages or claims for personal injury or property damage
resulting, in any manner whatsoever, from Agent's conduct and
operation of the payment facility under this agreement.
14. Agent agrees to assume complete responsibility for
any and all errors or defalcations by store personnel. In
addition, Agent acknowledges and agrees that it shall bear
sole responsibility for any and all losses occasioned by
theft or robbery occurring at the Agent location listed in
Schedule A. Agent shall be required to completely reimburse
NPN for all monies lost or stolen from Agent's location(s)
within thirty (30) days of said loss or theft.
15. Agent understands the confidentiality of payment
information and will make certain that payment information is
not disclosed to any third party without NPN's knowledge and
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written consent.
16. The term of this Agreement shall be for three (3)
years from the date hereof, and shall automatically renew for
a one-year period upon the terms and conditions contained
herein provided, however, that either party may terminate
this Agreement upon six (6) months' notice in writing 0
cancellation prior to the end of any such original or renewal
term.
17. Termination By NPN. This Agreement may be
terminated by NPN upon the occurrence of any of the following
events:
(a) Failure by Agent to comply with the settlement
procedures set forth in Schedule B and/or in the NPN Agent
Guide to Operations manual.
(b) Failure by Agent to comply with or adhere to any
provisions of this Agreement other than those identified in
Paragraph 17(a) within ten (10) days after written notice to
Agent of default or non-adherence and demand that the default
or non-adherence be cured;
(c) In the event that insolvency proceedings of any
nature are commenced by or against Agent;
(d) Enactment of legislation or determination by a
judicial or administrative authority having jurisdiction over
NPN rendering its involvement in electronic payment
processing facilities pursuant to this Agreement illegal;
(e) Termination of the Agreement between NPN and any
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of the Participants;
(f) A demand by any of the Participants that NPN
terminate Agent's authority to accept any of the
Participants' payments; and
(g) Violation of the provisions of Paragraph 15.
18. Termination by Agent. This Agreement may be
terminated by Agent upon the occurrence of any of the
following events:
(a) In the event that insolvency proceedings of any
nature are commenced by or against NPN;
(b) Enactment of legislation or determination by a
judicial or administrative authority having jurisdiction over
Participant rendering its involvement in electronic payment
processing facilities pursuant to this Agreement illegal; or
(c) Failure to pay Agent fees in accordance with
Schedule C, after Agent has provided NPN with written notice
of said failure to pay and NPN has not made payment within
twenty (20) days after its receipt of said notice.
19. Termination By Either Party. In addition to the
provisions of Paragraph 17 and 18, either party may terminate
this Agreement for any reason by providing ninety (90) days'
written notice to the other party.
20. It is understood that NPN will enter into
agreements with other merchants identical or similar to those
within the Agreement.
21. In the event of a sale or transfer of the business
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of the Agent, Agent agrees to utilize its best efforts to
require the purchaser and/or transferee to accept an
assignment of this Agreement. However, this Agreement may
not be assigned by Agent without the express written consent
of NPN.
22. No failure to insist upon strict performance of
any term or condition of this Agreement by NPN shall operate
as a waiver of such provision or operate to preclude the
assertion of such provision at a later date or to prevent NPN
from insisting upon strict performance of any term or
condition of this Agreement.
23. NPN shall not be held liable for any delay or
failure in performance of any part of this Agreement from any
cause beyond its control including, but not limited to, acts
of God, acts of civil or military authorities, government
regulations, embargoes, epidemics, war, terrorist acts,
riots, insurrections, fire, explosions, flood, strikes, power
blackouts, inability to reasonably secure products or
services of other persons or transportation facilities,
including data communications transport, or acts or omissions
of telecommunications common carriers.
24. This Agreement and attached Schedules A-C with
Addendum A constitute the entire Agreement between the
parties hereto and this Agreement may not be modified or
amended except in writing signed by the parties hereto.
25. This Agreement shall be binding upon and inure to
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the benefit of the parties, and their successors and
assigns.
26. This Agreement shall be governed by and construed
in accordance with the laws of the state of California.
27. Both parties agree and commit that in the
performance of this Agreement they shall not discriminate in
employment or service or in any other respect on the basis of
race, color, creed, religion, sex, national origin, or
physical handicap.
28. Any notice or request required pursuant to this
Agreement shall be in writing signed by the party giving it
and be delivered either personally or by registered or
certified mail, return receipt requested, addressed as
follows:
City/Agent
NPN
City of San Bernardino
300 North D Street
San Bernardino, CA 92418
Attn: City Treasurer
National Payments Network
The Atrium
80 Route 4
Paramus, New Jersey 07652
Attn: Contracts Admin.
IN WITNESS WHEREOF,
the parties hereto have caused
these present to duly execute their authority as officers as
of the day and year written below.
Evlyn Wilcox, Mayor
CITY OF SAN BERNARDINO
ATTEST:
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Thomas Minor, Mayor Pro Tempore
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Utility Payment Services
AGREEMENT:
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Approved as to form
and legal content:
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~ City Attorney
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NATIONAL P
By
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