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Home My WebLink AboutC2007-371 - 9/19/2007 - NAPA~IVNT ~RV~~ AG1t~El1-~NT T~ AGREENf~~T is between WESTERN UNII~N ~NANCIAL SERVICES, INC. ~t'wt'}, and CITE' ~~' CI~RPUS CHR~STY ~"Company"]. In consideration of the rr~utual promises set Earth below, wU and Campsny agree a follows: 1) wU and Company hereby adapt that certain Service Agreement between Company and WD's fanner a1=fiiliatc, Integrated Payment Systems Inc,, dated May Zl, 2~Q1, and any amendments thereto the "Service Agreement"} as the agreement between thorn with regard to the services described therein the "Services"~, with wU designated as "IPS" under the Service Agreement subs ect to the modifications set forth herein. A copy of the Service Agreement is attached hereto as Exhibit A. ~} Section l.S ofthe Serrrice Agreement shall be amended as follows; The second sentence which reads "lfthe payment is returned a second time, IPS s#~all notify Company by facsimile ar a mutually agreed upon format of any such returned item ar~d shall mail any returned checks ar money orders received in a paper format to Company,", shall be replaced in its entirety ~y the fallowing, "If the payment is returned a second tune, ~ shall notify Company by facsimile ar a mutually agreed upon format of any such returned item and shall image any returned checks or money orders received in a paper format and provide Company with access to our website for review and retrieval afthe imaged items~s}~" 3} Section ~.l of the Service Agreement shall be deleted in its entirety and a new Section 2,1 shall be added to and be made a part of the Service Agreement as follows; 44Sectlan 2.1. wU'S Agents shall collect a customer payment processing fee from each of Company's customers u~lizing the Service in an amount not to exceed 1.0~ per transaction, Company shall not be required to pay wU ar its Agents any customer payrnept processing fee hereunder. Company represents and warrants that the fee described above does not violate any law, rule, or regul~~tion to which Company is subject;' 4} Sections 3.1, 3.~, and 3.~ ofthe Service Agreement shall be deleted in their entirety and new Sections 3.1, 3.Z, and 3.3 shall be added to and be made a part of the Service Agreement as follows; "Section .1. The term of this Agment shall commence an date of signature by Company' the 44ammencerr~ent Date"}, and shall continue for a period of three ~3~ years after such Commencement Date the "Initial Term"}. Upon corr~pletion of the Initial Term, this Agreement shall autamaticaliy renew for a term of one ~ 1 }additional year unless either party gives the other party at least one hundred twenty ~I ~0}days written notice prior to the expiration of the Initial Term, of its intention not to extend the Agreement ~tlre 'Extension Period"}. Section ~.~, whether during ar after the Initial Term, wU may immediately termminate this Agreement in the event {i} there is a material adverse change in Company's financial condition, business ar prospects as wU may determine; iii} arr-pany fails to comply with any rr~aterial term or condition of this Agreement; or viii} if it is determined that wU ar Company's involverr~ent in electronic payment processing facilities is prohibited by law or regulation. Section 3.3, whether during or after the Initial Term, Company may immediately terminate this Agreement in the event ~i} there is a material adverse change in wUs' financial condition which significantly impairs its ability to comply with its duties and obligatsons hereunder; iii} wU fails to comply with any material terns or condition of this Agreement; or viii} if it is determined Company's or wU invalvernent in electronic payment processing facilities is prohibited by law ar regulation. Company niay terminate this Agreement at any time with ar without cause upon providing one hundred twenty ~ I2~~ days' advance written notice IPS," 5 } In the event of any inconsistency between the terms of this Agreement and the terms of the Service Agreement, the terms of this Agreement shall control. fi} wU agrees to comply with the insurance provisions on the attached exhibit. ~~47-371 X9119107 hristi wU Payment Services Agrvement.dac we~te~rn Union F~nan, ~v~. 7} E~CEP'I' FOR wU' S OBLIGATION TO SEND THE PRINCIPAL AMOUNT OF EACH CUSTOMER PAYMENT AND NOTwITHSTANI]IN ~ IN THIS AGREEMENT TO THE CONTRARY, V~C1' S MONETARY LIABILITY TO COMPANY UNDER THIS AGREEMENT SHALL BE LI~NII'TED TO TIC LESSER OF $ZSa,~Da.aa OR THE AMOUNT OF ACTUAL DAMAGES SUFFERED BY COMPANY. 8} IN ANY EVENT EACH PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS SHALL NOT BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE TkIEDRY FOR LOST PROFIfiS, CONSEQUENTIAL, SPECIAL, IIVD~RECT, EXEMPLARY, INCIDENTAL, PUNiTIYE DR ANY OTHER DAMACrES, EACH OF w~IICH IS HEREBY EXCLUDED BY AGREEMENT DF THE PARES REGARDLESS DF ETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ETTHER PARTY OR ANY ENTITY HAS BEEN AI~~ISED OF THE POSSIBILITY OF SUCH DAMAGES. 9~ Section 6, l of the Agment shall be amended to replace ~U far IPS: If to Western Unian: V~este~`n Union Financial Services, inc. 1 ~SDa East Belford Avenue Mail Stop M~2A ~ Englewood, Colorado 80 I 1 ~ Attn: 'dice President, Genet Manager with a Copy to; V4~estern Union Financial Services, Inc, 1 ~5~0 East Beifard Avenue Mail Step M~ I A3 Englewood, Colorado X0112 Attn: Counsel EXECUTED by a Parti~~ on the day and year set forth below, WESTERN UNtDN FINANCIAL I;RVICI~S, INC. BY~ .~ Name. ~ ~ ,lr9 Date; ~ ~ ~ ~ ~ CITY DF C~R~US CHRISTI By~ Names ~ ~ ~. Date: .. r... ' .' ~ r~ ~.i LY+~f ~ r ^ •I1 r } ~V~ TI~rR {~ .ql~~ gyp! as b ~~ ~~ Elsa Agu c A~~s~# cry Attom~r ~o~ pity Attar`rr ~7I1911 F~1AL City of~orpus Christi ~VU Payment Services Agreement,dac r i~~~++~~ 1 rr r ~N~ANE 1V~~~t1'~i'r 117 I. wETERN UNIOI~~ LII~YLIT" INSURANCE A. wETERN UNION must not cnmmence ward under this agreement until all insurance required herein has been obtained. WESTERN UNION must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. ~. At Company's raequest, wETERN UNION will furnish to the Company's Risk Manager a copy of Certificates of Insurance, showing the following minimum coverage. The City must be named as are additional insured for the General Liability policy. ~ ~~ n~~N~~ rN~rN~ ~ov~~ ~4-Day Notice of t~agcel~ation, materiar change, nanW Bodily In~u~y and Prapertiy Damage renewal or terroigatlon ~~ r aired on u~l certificates Per uccUrrence 1 a e t~ COII~IlVIERCIAL GENERAL LIABILITY including. $ I,D0~,~00 COMBINED S£lri~LE LIMIT 1. Connne~cial Broad Farm ~. Premises -- Operations 3, Predoetsl Completed Operations Hazard 4. Contractual Liability 5, Independent Contractors d. Personalln' PROFESSIONAL LIABILITY' to include $1 a~,aa0 1. Errors and Omissions 2. Fiduci Liabiti COMMERCIAL CRIME CO~ERAOE to include $ I aa,aa0 1. Employes Dishonesty 2. Cam uter Fraud ~, In the event of clairrrs of any kind, WESTERN UNION must furnish the Risk tanager with copies of all reports of such claims. I~~ ADDITIONAL R~~UIR~EN~' A, Certificate of Insurance: ~ The lty of corpus Christi must be named as an ~rdditional xnnred on the General liability coverage. '~ If your insurance company uses the standard ACRD farm, the cancellatlon clause bottom right} must lie amended by adding the wording "changed or" between "be" and `{canceled", and deleting the words, "endeavor to", and deleting the wording aver "lei". In lieu of rr~odification of the ACO~D form, separate endorsements addressing the carne substantive requirements arc mandatary, ~ The name of the project must be listed under "Description of Operations" * At a minirn~um, a 0-day written notice of material change, non-renewal, termination ar cancellation to the disk Manager is required. wE~TERi~i [1NIDN's ins. r. 8-14-7 ep Risk Mgmt 4~'09I ~ FINAL City o#l~orpus Christi wU Payment services Agreement.doc