HomeMy WebLinkAbout23-City Treasurer
CITY OF SAN BERNaDINO -
REQUEST FQ:t COUNCIL ACTION
From: CRAIG A. GRAVES, City Treasurer
Dept: OFFICE OF THE CITY TREASURER
Date: May 23, 1988
Synopsis of Previous Council action:
NONE
Subject: .
Resolut1on for Agreement for
REG'U.-h~,"Rf9tFrelephone with National
Payments Network ~,~
CJ H,\Y 2h ;': 10: u6 ~ ~
Recommended motion:
Adopt the Resolution
Contact person: eraiq A. Graves
Supporting data attached: Yes
Phone: ~1l4-S021
Ward: Sixth
FUNDING REQUIREMENTS:
Amount: None
Source:
Finance:
Council Notes:
75-0262
Agenda Item No.
..:l ~'3
~IT~ OF SAN BERN.DINO - REQUEST.... COUNCIL ACTION
STAFF REPORT
General Telephone has notified the City as of June 17, 1988 they will
no longer take telephone payments directly from the City, through the
Postal and Utility Payment Center. General Telephone has contracted
all of its off-site collections to be handled by a group called National
Payment Network.
National Payment Network has contacted this Office about continuing to
collect General Telephone payments at the Center for them. They will be
providing equipment at the Postal Center that will greatly automate the
operation. They will provide the equipment and training and the City
will provide the site and the personnel to operate the payment recording
equipment and process the payments. National Payments Network will pay
the City 10~ a stub to process the payments. National Payment Network
will also provide advertising about the location of the Payment Center
to the general public.
The automating of payments will provide better and faster service to the
customers of General Telephone. The approval of the agreement will allow
the City to continue to be an authorized agent to receive General Telephone
payments and also to receive compensation for providing this service,
We can continue to provide this service to the people and merchants of
that area who have trouble commuting longer distances.
75-0264
o
tmfi3
General Telephone Company
of California
295 N, Sunrise Way
Palm Springs, CA 92262-5295
81(F~
May 2, 1988
In Reply Refer To
6610
C5.2A
West Highland Postal
2050 North Mt. Vernon
San Bernardino, CA 92411
Dear Agent:
General Telephone is introducing an automated system that will streamline
the processing of telephone bills that are paid in person. The system will
be installed and maintained by a company called National Payment Network
(NPN). Because NPN will be responsible for the collection of all in-person
payments, your contract as an authorized payment agent for us will be can-
celled on June 17. 1988.
NPN will be contacting you in the next few weeks regarding the establishment
of an NPN payment terminal in your location. NPN will install a computerized
system that may provide you with some unique business opportunities. NPN
will provide the terminal (installed). maintenance and repairs. all supplies,
and all training and support for your personnel. In addition. they provide
all required documentation. a sign to publicize the service. and a toll-free
telephone number for questions and service.
NPN has the fu1l support of General Telephone. We encourage you to consider
the benefits of this system in your place of business.
Sincerely,
~~
Division Manager
EM:nd
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A pan of GTE Cor po, al,on
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NATIONAL,
PAYMENTS
NETWORK
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California Agent Agreement
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AGENT AGREEMENT
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This Agreement. effective ss of this 1st day of MIY ,111 lB by and between
, ('Agent') and Natlonaf Payment Partne"" a New York Partnership,
doing business as National Payments Network, tnc. ('NPN'),lndlvldually and as agents for such utility companlesaa
may becoma participants In and users of the NPN System, all,of such utility companies being and sometimes
collectively referred to herein as .Partlclpan.... .
WITNESSETH: " "
Where.., subject to approval of regulatory agencies. NPN has Installed and may hereafter InetaH. electronic
facilities at agreed-upon locations within the United States to provide utility payment servlcas for Partlclpan"; and
Wherea.. other utility companies may become Partlcfpan" in and users of the NPN electronic facllltl~ and may
elect In writlnll to become ParticIpants pursuant to the terms of this Agreement; and
Wherea.. AlIent desires to accept (and be compensated for) payments made by Partlclpan'" customers; and
Wh.,.... as sn.xpress condition for receipt of the compensation specified herein, Agent agre~ to accept
payments in the manner specified herein; .
Now. Therefore. in consideration of the mutual promises and covenants herein contained, it Is hereby agreed aa
follows:
1. NPN agrees to provide electronic payment facilities for the purpose of trensacting Particlpan'" paymenta,
Including facillti~ to permit interfacing of computer serviceS with NPN supplied computer equipment at the Agent',
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 fscilltles In the AlIenf' locations as set forth In Schedule A as may be supplemented or modified In the
future with the consant of both parties hereto. Agent will operate the NPN System and related services during normal
AlIent business hours. NPN repair servica 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 the State of New York and such other laws and regulations as may from
time to time be applicable. It is understood and agreed that NPN shall be entitied to contract with other Psrtlclpants for
the use of the electronic facilities Identified herein.
4. NPN will acquire and Install electronic transaction terminals In the AlIents' location(s) listed In Schedule A.
Electronic transaction terminals will be located at cashier counters at which other store customer service functions
are performed, Agent agrees to accept payments from cllstomers during normal business hours. Agentfurther agrees
that all payments taken from customers of Partlclpsnts shall be entered into the NPN transaction terminals on the
same day such payments are made to Agent by customers of the Partlclpan".
5, Agent will allowNPN to use Its existing telephone'system to uplosd transactions from Agent's terminal to NPN',
central processing facility.
6. It Is agreed and understood that as a result of this Agreement, Agent will become an Authorized Agent for the
purpose of collscting 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 irom time to time by NPN.
8. The settlement and payment procedures between NPN and Agent shall be as set forth in Schsdule Band
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 Insurs that at least one trained smployee will be on
duty at all times In such locations who is proficient In the 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 iocations.
(c) Provide the NPN Agent Guide to Operations msnual (and all applicable amendlTients to the manual) setting forth
the procedures for the dally 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 toQnsactlon fees as setforth In Schedule c2,ent shall not be entitled to receive ~nYfee
for services performed under this Agreement employing NPN's electronic facilities, either from NPN or from any of
the Partlcl,.nts or customers of the PartIcIpants, except as specifically provided In this Agreement . ,
12. Agent agrees to fully comply with the procedures of dally operation and maintenance as set forth In the NPN
Agent Guld. to Operations manual. ' ,
13. Agtntagrees to idemnlfyand hold NPN harmless,lncludlng attorn.ys' fees, against any and allloss8l,damag..
orclaims resulting from the Intentiona' or negligent acts or omissions of Ag.nt,lts officars and .mployees arising, In
any manner whatsoever. from its conduct and operation of the payment facility under this Agreem.ntln addition,
Ag.nt agrees to Idemnlfy and hold NPN harmleSllncludlng attorneys' fsea. against any and alIIOll88l, damsg.. or
claims for personal injury or property damage resulting. In any manner whatsoever, fro,m Ag.nt's conduct and
operation of the psyment facility under this agreement .
14. Ag.nt agrees to assume complete responsibility for any and all errors or defalcations by store P.8rsonnel. In
addition, Agent acknowledges and agrees that It shall bear sole responsibility for any and all Ion.. occasioned by
theft or robbery occurring althe Agent location listed In Schedule A. Agent shall be required to completely reimburse
NPN for all monies lost or stolen from Agenrs locatlon(s) within thirty C3O) days of said loss or th.ft.
15. Agtnt und.rstands the confidentiality of payment Information and will make certain that payment Information Is
not disclosed to any third party without NPN's knowledge and written cons.nt
16. The term ofthlsAgreement shall be for three (3) years from the date hereof, and shall automatically renew for 1
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 of cancellation prior to the end of Iny such original or renewal
~~ .. ,
17. Termlnstlon By NPN. This Agreement may be terminated by NPN upon the occurrence of any of the following
events: .
Ca) Failure by Agent to comply with the settlement procedures set forth In Schedule B and/or In the NPN Agent
Guide to Operations manual; . '
Cb) Failure by Agent to comply with or adhere to any proviSions of this Agreement other than those identified In
Paragraph 17 Ca) within ten (10) days after written notlca to Agent of default or non-adherence and demand that the
default or non-adherence be cured; "
Cc) In the event that Insolvency proceedings of any nature are commenced by or against Agent;
Cd) Ensctment 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;
Ce) Termination of the Agreement between NPN and any of the ParticIpants;
Cf) 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. Termlnstlon by Agent. This Agreement may be terminated by Agent upon the occurrence of any of the following
events:
Ca) 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
Psrtlclpent rendering Its involvement in electronic payment processing facilities pursuant to this Agreement illegal: or
Cc) 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 (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 theevent of a sale or transfer ofthe business 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 ofthls Agreement by NPN shall operate ase
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 01 this Agreement.
23. NPN shIll not be held liable for any delay or failure in performance of any part of this Agreement from any caus.
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 the benefit of the parties, and t!leir successors and assigns.
26. This Agreement shall be governed by and construed In accordance with the laws of the State of New York.
27. Any notice or request required pursuant to this Agreement shall be in writing, signed by the party giving it and be
.
,
Settlement refers to the dO balancing process that each Agent Oducts to reconcile all utility payments
processed that day. . ,
The settlement procedure between the Agent and the network shall be as follows: '
1. (a) Each day the Agent will balance his/her terminal totals to the total amount due (or an amount paid If a partial
payment Is made) onall the Agenrs copies of payment recelpta processed that day. '
(b) Terminal totals Include both the number of payments processed and their dollar value by type (I.e., cash or
check). '
(c) Using the network dally balance sheet, the Agent will reconcile the terminal teitals to the Agent receipt totals.
(d) The total amount due to the network will be depOSited Into the Agenrs corporate bank account by 12 noon on the
nexi regular banking day followIng the day that the customer made the payment.
(e) Agent hereby authorizes NPN to electronically debit the Agenrs corporate bank account (bank account numbar
at bank)
the first banking day Immediatelyfollowing Agent's receipt of Psrtlclpant's paymenta. The electronic debit will be for
the entire amount of said payments, Including checks, cash, etc. If Agent's Bank will allow Agent to plsce a limit on the
amount that NPN will be permitted to debit on anyone dsy, then the parties will attempt to mutually agree upon the
amount of said upper limit.
NPN agrees that It will only debit the amount that it Is entitled to receive from Agent on a particular day. If, for any
reason, NPN debits at least twenty (2O'IIt) percent more than the amount that It Is entitled to debIt on a particular dsy,
NPN will pay Agent fifteen (15%) percent annual Interest on the entire amount of the excess debit until said excess
debit Is returned to AgenL
Agent warrants that during the term of this Agreement It will maintain a corporate account with balance sufficient to
cover the debit Identified above.
2. Additional details concerning the procedures that must ba followed by Agent In all respects are contained In the
NPN Agent Guide to Operations manual. Said manual Is Incorporated herein by reference.
3. The 'TransacUon Day' Is the day the transaction was processed. The 'Balance Day' Is the day NPN reconciles
totals to determine settlement figures. The 'Settlement Day'ls the day NPN moves the settlement monies between the
Agent's account and the Partlclpsnt's account. The following Is the schedule utilized by NPN:
Trsnsactlon Day Balance Day Settlement Day
Monday Tuesday Tuesday
Tuesday Wednesday Wednesday
Wednesday Thursday Thursday
Thursday Friday Friday
Friday Monday Monday
Saturday/Sunday Monday Monday
Settlement Day may change to reflect bank holldsys.
Merchant initial
Date
NPN Initial BIc::-/J
Date 'fl-rkf
NPN 7/87
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de'ivered either personally or bYJillllistered or certified mail, return recelp~quested addressed as follows:
NaUonal Payment. NetwC\J V
The Atrium '
BO Route 4
Paramus, N.J. 07652
Attention: Contracts Administrator.:.
Agent Name: , lest Hi\#11cm Postal (San Bemardiro Ci~), .,;
Agent Address: 1505 lest Hi\#11arxl Averue, San Beniai'diri:>, California 92411
Attention: lraig Q-aves (City of San Bemardiro T~): '
In WJtne.. Whereof. the parties herelo have caused these present to duly execute their authority as officera as of the
day and year written below. '
Agent: lest Hi\#11arxl Postal (City of San Bemardiro)
Address:1505 \est Highlarxl Averue,San Bemardiro, California
92411
Date: '4-4-83
By:
"
lraig G-aves (City of San Bemardiro Treasurer)-
NaUoneIPa~entP.rtnera
The Atrium
BO Route 4
Paramus, N.J. 07652
Date: ~ 4-4-88 ~
By: I~
. O. ~ PetersaI
SCHEDULE A
Agent LocaUonl
.
.
Agent shall be entilled to fe^" each utility payment processed on IIC'1IPN system. As additional services and
participants ars added, addillon1Ptees may be added as Indicated below. PlYment will be disbursed to Agent by check
no later than thirty (30) days afte'r the transacllon month.
1. General Telephone of California Payments
Tranaa/llon Fee
$ 0":7
2. Other Utilities (list)
3. Miscellaneous Fees (list)
4. Banking Allowance
5. TOTAL
6. Other Service Fees
ADDENDUM A
The following limitations govern the acceptance of payments through the NPN Network for any Participant
1. Payments may consist of: .
(a) Personal checks made payable io ParticIpant
(b) Cash
(c) Travelers Checks (keyed In as personal checks)
(d) Money Orders (keyed In as personal checks)
(e) Bank Cards (from participating banks or networks)
(f) Utility Gift Certificates (keyed In as personal checks)
(g) Any combination of the above are acceptable but must be keyed In as two separate transactions I.e., one cash
and one check.
2. Partial payments may be accepted.
3. If a personal check exceeds the amount due to the bill, the excess must be applied as future credit. Forexample,
when a personal check for $56.00 Is presented as payment for a $40.00 utility bill, the enllre $56.00 must be applied to
the bill. No change Is to be given back to the customer.
Psrtlclpantandlor NPN will flccept ultimate responsibility for personal checks processed through the NPN Network
as payment for their bills provided: :
(a) The checks are made payable to the PartlclpanL
(b) Checks have been validated by the terminal.
(c) Full amount of check has been applied as payment.
(d) Customer's account number Is written on the face of the check.
Merchant initial
Date
NPN initial
6(<.1
Date Lfl t.{ ( ~ ~
NPN 7/87
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IMPACT ON TREASURY. . .
BANK ACCOUNTS. Managing numerous bank
accounts just for these payments. The cost in
bank fees (or compensating balances), the
staff time to reconcile the accounts.
LOST MONEY. How long do your agents hold
payments before sending them in? How long
before all payments are cash ready to invest?
EXQ. COST. Staff required to balance, pro-
cess, and reconcile agent payments. Staff cost
to find, train, and manage an agent network.
CUSTOMER IMPACT. . ,
AGGRAVATION. "Why can't I pay my bill on
weekends or after work when I have free time".
INCONVENIENCE. "Why do I have to walt on
line atthe bank...1 don't even have an account
there".
THE NPN SOLUTION TO IN".PERSON
PAYMENTS
NPN uses a proven, "turn key" approach to
collecting and managing over-the-counter
payments. NPN sets up a network of retail
agents and equips each agent with an electronic
payment terminsl to accurately capture cus-
tomer payments. At day's end, NPN's nation-
wide electronic network consolidates all
payment sctlvlty and telEitransmlts them to
your data center for processing.
WHY IS NPN A BETTER APPROACH?
SIMPLICITY. You have a single point of
accountability for this important part of your
business. With NPN you have only two sources
of information and funds: mail and NPN.
COST. NPN sets up and manages the agent
network, furnishes the payment terminals, and
provides the nationwide network to move your
payments electronically. Your only cost is a
transaction fee for each payment processed.
THERE IS NO CAPITAL INVESTMENT
REQUIRED.
SPEED. NPN's electronic network teletransmits
all customer payment data to your data center
overnight. Now you can update customer
records within 24 hours of payment... not2-10
days. .
ACCURACY. NPN electronically edits and
validates each payment as it enters the network.
Errors are detected and corrected at the source.
IN-PERSON P.Qv.ENTS ARE A
HEADACHE THAT WON'T GO
AWAY. CONSIDER THESE
FACTS.. .
Nationwide, 33% of households pay their bills
. in person. Almost 57% of lower income families
don't have checking accounts. They must pay
in-person or buy expensive money orders.
BANKS no longer want to be payment agents.
Since deregulation, many major banks have
said.. .
"We will no longer accept polyments . . . has
become too burdensome". (unprofitable)
"Itinterferes with our offering high quality and
efficient service to vslued customers."
( Lobby Congestion)
When all costs are examined, in-person
payments cost $0.42 - $0.67 on average,
much more at public offices. Mail payments
are much cheaper, but some people still Insist
on paying in person and state regulators
support them.
OVERTHECOUNTERPAYMENTS
IMPACT YOUR COMPANY
CUSTOMER SERVICE. . .
DELAYS. Lack of automation at agent locations
means Customer Accounts cannot be updated
for 2, 4 . . . 10 days. Service and collection staff
must work with inaccurate data.
COMPLAINTS. "I paid at the bank, but you still
sent me a disconnect notice".
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RESOLUTION NO.
RESOLUTION OF THE CITY OF SAN BERNARDINO AU~HORIZING 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 THg CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor is hereby authorized and directed to
execute on behalf of said City an Agreement with National Payment
Partners doing business as National Payments Network, Inc.,
relating to utility payment services, which Agreement is attached
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
adopted by the Mayor and Common Council of the City of San
Bernardino at a
meeting thereof, held
on the
day of
, 1988, by the following
vote, to wit:
AYES:
Council Members
NAYS:
ABSENT:
City Clerk
5-25-88
DAB:cm
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ilESO: NPN/Cro - UTILITY PAYMENT SERVICO
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The foregoing resolution is hereby approved this
day
of
, 1988.
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9 ' ~:~-l . J~-'-c..
0/ City Attorney
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Evlyn Wilcox, Mayor
City of San Bernardino
Approved as to form
and legal content:
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5-25-88
DAB: em
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A G R E E MEN T
(Utility Payment Services)
THIS AGREEMENT, effective as of this ______ day of
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 result 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.
CITY OF SAN BERNARDINO
ATTEST:
By
City Clerk
Evlyn Wilcox, Mayor
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AGREEMENT:
uc:rity Payment Services
Approved as to form
and legal content:
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NATIONAL PAYMENTS NETWORK
By
Title