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HomeMy WebLinkAboutC2008-417 - 10/3/2008 - NAWESTERN UNION ONLINE BANKING PAYMENT PROCESSING AGREEMENT This Agreement is between Western Union Financial Services, Inc. ("Western Union'), with an address of 12500 East Belford Avenue, Englewood, Colorado 80112, and Client. 1. Le al Name of Client CodtaG ersonsl hln contract Cit of Cor us Christi, Texas David Hedbur DBA: Tdlec City Treasurer 2: Street Address: Flodr/Suke: 1201 Leo and ctt : state:,,. ! ZI Cade: Cor us Christi Texas 78401 Tele hone: Fax:..' < 361 826-3651 361 882-7320 By signing this Agreement, Client cert~es that the information herein is complete and accurate, and agrees to the Tenns and Conditions attached hereto. This Agreement is not binding on Western Union until signed by Western Union and the service application set forth in Schedule B is approved by Western Union. CLIENT: CITY OF CORPUS CHRISTI, TEXAS i By: C (s' to re required) Name: `Angel R. Escobar (print name) Title: Interim City Manager Date: /O~~-308 ~' Approved as toy form: QI o/a 3~o t; ~°~ ~C`"' Lisa Aguilar (J Assistant City Attorney For City Attorney A'RE5f. /~'dJANDO CHAPA CfrY SECREI;4R" 2008-417 10/23/08 WESTERN UNION FINAN A S VICES, INC. By: ~ ` (i na r required) r Name: _ ~(it ~ /!2/ (print name) < J Title: S J Date: ~ ~ ~v ~©i Western Union Financial Svcs. WESTERN UNION ONLINE BANKING PAYMENT PROCESSING AGREEMENT TERMS AND CONDITIONS 1. Western Union Service. Westem Union will provide [he payment remittance services to Client (the "Services") as described in Schedule A. The parties shall perform and comply with their respective responsibilities set forth in Schedule A. Portions of [he Services may be provided by an affiliate of Western Union. 2. Disclaimer. WESTERN UNION MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, WHETHER OF MERCHANTABILITY, OR OF FITNESS FOR ANY PARTICULAR PURPOSE, OR OF ANY OTHER TYPE OR KIND WHATSOEVER. 3. Indemnification. Westem Union agrees to indemnify and hold harmless Client and its agents, employees, officers, directors, affiliates, subsidiaries, successors and assigns from and against all third party claims resulting solely from Western Union's breach of this Agreement. 4. Compliance with Laws. Each party shall comply (and shall cause its employees, agents, and subcontractors to comply) with all laws, orders, rules and regulations applicable to it that are associated with the performance of its duties and obligations under this Agreement. 5. Limitation of Liabiliri. Under no circumstances will either party, or any of its or [heir affiliates, directors, officers, employees, agents or subcontractors be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, indirect, incidental, special, consequential, exemplary, incidental, or punitive damages, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether Western Union, Client, or any entity, has been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, each party's cumulative liability to the other party, including for claims, expenses, damages or indemnity obligations arising out of this Agreement, shall not exceed the lesser of direct actual damages or one hundred thousand dollazs ($100,000). 6. Confidential Information. Each party agrees to treat as confidential all information received from the other party regarding this Agreement and the Service. Neither party shall disclose such information except to perform its obligations under this Agreement or as required by law, including letter rulings issued by the Texas Office of the Attorney General, which may violate applicable law, banking regulation or Westem Union policy. Western Union may also terminate or suspend this Agreement or the Service without notice to Client if Westem Union determines that any information provided by Client is false or misleading or that Client has breached or defaulted under any term of this agreement. Client may terminate [his Agreement at any time with or without cause upon thirty (30) days written notice to Westem Union. Client may terminate [his Agreement immediately with cause upon written notice to Western Union. 8. Force Maieure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to, acts of war or terrorism, acts of God, acts of government, earthquakes, floods, embazgoes, fires, natural disasters, accidents, riots, sabotage, strikes, labor disputes or labor shortages, shortages of materials or supplies, failures of transportation, communication or digital transmission, Internet failures or delays and third party mechanical or other equipment breakdowns. 9. Governioe Law. This Agreement shall be governed by and constmed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof. 10. Notices. All notices required to be given under this Agreement shall be in writing and shall be deemed given if sent and delivered by facsimile and confirmed by overnight courier addressed to the President of each party and Western Union's General Counsel or [o such other address or addresses as either party may from time to time designate to the other by notice pursuant to this Section. Notice sent to Westem Union's General Counsel should be sent to: Geneml Counsel, Westem Union Financial Services, Inc., 12500 E. Belford Ave., Englewood, CO 80112 Fax: 720-332-0515. Notice sent to Client must be sent to: City of Corpus Christi, Attn: City Treasurer, 1201 Leopard Street, Corpus Christi, Texas 78401. 11. Assienment. Neither party may assign or otherwise transfer its rights and obligations pursuant to this Agreement other than to a wholly or commonly owned affiliate, without the other party's prior written consent. 12. Other. This is the entire Agreement between the parties, including any attached addenda and the Service Application, with respect to its subject matter, and any previous or disclosing party shall give the other party prior notice of such disclosure. 7. Term and Termination. Unless sooner terminated as provided herein, the term of this Agreement shall be for a period of one (I) year from the Effective Date (the Initial Term). Upon the expiration of the Initial Term, this Agreement may be extended for additional one (I) year renewal terms, upon mutual agreement of the parties. Western Union may terminate or suspend this agreement or the Service to Client at any time without notice if Westem Union determines that the Services aze being used for any purpose Westem Union City afCorpus Christi OBP 9.12.08 are included for convenience only and have no substantive significance. l3. Survival. The provisions of Sections 2, 3, 4, 5, 6, and? of this Agreement shall survive termination or expiration of this Agreement. 14. Insurance. Western Union shall comply with the insurance provisions in the attached Schedule C. - .Schedule A' ONLINE BANKING PAYMENT PROCESSING SERVICE 1. Service Description. Western Union will receive payments made by Client's customers through other third party business clients, including banks, other financial institutions, and payment consolidators, and send the payments to Client. Western Union will send payment funds to Client through an automated clearing house ("ACH") or other electronic transfer in accordance with this Agreement. Client authorizes ACH entries to be initiated or received pursuant to the terms and conditions of this Agreement. In addition to the payment amount, Wes[em Union will send to Client its customer's account number to which the payment is to be credited. 2. Western Union Responsibilities. A. Resources. Western Union will provide, as applicable, the materials and services ("Resources") necessary to process payments through the Service, except for the minimum requirements set forth in Section 3 of this Schedule which are Client's responsibility. Western Union shall use commercially reasonable efforts to ensure that the Resources will accurately and correctly perform the functions required to send payments using the Service. e. Reportine. Western Union will provide reporting for each payment sent through the Service. The methods, frequency and content of which will be predefined by Western Union. C. Returned Items. Western Union will notify Client of any payment which is returned to Western Union for any reason whatsoever (referred [o herein as "Returned Items"). On the day of such notification, Western Union will execute one of the following: Initiate a Drawdown Wire from Client's designated account for any Returned Items identified since the last processing cycle. Client authorizes Western Union and its third party service providers to initiate debit entries to the Client's Account. Initiate a ACH debit to Client's designated account for any Returned Items identified since the last processing cycle. Client authorizes Western Union to initiate debit entries to the Client's Account; or X Net any Returned Items identified since the last processing cycle from the gross settlement of the current day's payment process ("Net Settlement"). D. Western Union shall provide the Service under this Agreement at no charge to Client, and no chazge to Customers. However, online banking payments may result in a charge to customers from customers' banks. 3. Client Responsibilities. A. Client shall appoint a specific liaison through which all communications with Western Union will flow and decisions regarding the Service will be made. B. Client will cooperate with Western Union in resolving all inquiries and complaints arising from the Service. Client will provide contact information of person or department to which such inquiries and complaints are to be directed. Client agrees to use best effort to resolve outstanding inquiries or complaints as quickly as possible, as is reasonably possible. C. Client will retain responsibility at all times for maintaining adequate accounting management and reporting systems, audit functions, recovery routines, and the operation of on-site computer equipment. Services provided by Western Union shall not impose upon or transfer to Western Union the responsibility for such functions. D. Establish and maintain a designated bank account(s) for receiving customer payments transferred [o Client using the Service. E. Client shall be responsible for continued normal account servicing activities for its customers. F. Pontine. Client shall post payments transmitted through the Service to the applicable customer account as follows: (1) When the posting file is transmitted to Client on a banking business day and prior [o Western Union's cut-off time and the Federal Reserve's ACH cut-off time, the Client shall post the payment on the same banking business day the posting file was sent and WESTERN UNION will send the payment to Client via ACH transfer to the Client-designated bank account the following banking business day. (2) When the posting file is transmitted [o Client on a banking business day and prior to Western Union's cut-off time, but after the Federal Reserves ACH cu[-off time, the Client shall post the payment on the same banking business day [he posting file was sent and WESTERN UNION will send [he payment to Client via ACH transfer to the Client-designated bank account within two banking business days following the posting file. G. Biller Directory Remittance ID. Client will notify Western Union of any changes that may impact their consumer's ability to accurately identify [he Client within the Western Union Biller directory, including changes to the client's DBA name, remittance addresses and account number structures. Client authorizes Western Union [o publish the Client's name within the Western Union biller directory that is presented on the bill payment web site of its third-party clients. H. Svstem Access/PostinQ Charees. All charges with respect to accessing or posting to Client's servicing system aze Client's sole responsibility. I. Customer Relationship. Client shall promptly noti Wectem Union in writing n~^ty cmm~laints_ocinquicies-arising-out-e~the-Sgwis~--and-- shall provide Western Union with any information i[ reasonably requests related to the disposition or resolution of such complaints. J. Miscellaneous. Client has all necessary licenses and authority to conduct its business and lawfully collect the sums from [he customers. 4. Payment Processine. A. Western Union will initiate the transfer of customer payments to Client within twenty-four hours. B. Western Union shall provide to Client a posting file and a separate reversal file (or reversal report) each business day for all payments entered and scheduled for processing since the last processing cycle (usually the same time the prior business day). (1) The "Posting File" contains information on that processing day's payment amounts and typically includes: (i) information on the Client's customer receiving credit for the payment, (ii) the credit account number (the Client's account number); (iii) payment amount; (iv) effective date, and (v) any additional information required to post the payment to the Client's accounts receivable system. (2) The "Reversal File" (or reversal report) contains information on [hat day's principal payment amounts [hat have been returned for any reason, and includes information on the Client's customer who originally received credit for the payment, including: (i) the credit account number (Client's account number); (ii) amount; (iii) effective date, and (iv) any additional information required to reverse the payment from the Client's accounts receivable system. Wremm t h,i~~ r;r., ~s r~,,,~~~ rhricfi f1RV 0 1 ~ eR ,C. Wflgtern Union shall credit the payments to be transmitted to Client usieg an ACH credit to the account designated by the Client. This amount will equal the sum of 1) the principal payment amounts included in the Posting file for the prior processing day (for payments received prior to the Federal Reserve ACH cut-off time) and 2) principal payment amounts included in the posting file from the processing day two days prior (for payments received after the Federal Reserve ACH cut-off time). Wrcfnm r i~~~~ rrv ~r r,..,,~~~ rw~<r nav o r~ na - Western=Union 3ervice-Application 7estem Union. isseeking answers to the:folfowing questionsto satisfy its a'esponslbilJties~uftder Sarbanes Exley, The pakiofAd, Anti'-Money Laundering laws, Legal Name of Business .City of Corpus Christi ___. _.. _. .._.. Trade Name '... n,,.,.,, a„°;~e°~ ~~ main ', i Principal Business Street 1201 Leopard Street City I Coryus Chnsh ~ State I TX Zip ~ 78401 E Address _. _ _. Mailing Address P. O. Box 9277 City ~ Corpus Christi State TX Zip i 78469-9277 '.. ~ I !. ~ Tax > 74-6000574 '. Telephone ', (361) 826-3651 Fax ~ (361) 882-7320 Identification i ', ! ~ No __ Contact Name and Title of David Hedberg, City Treasurer E-mail davidh@cctexas.com Business Contact .address i Type of business Municipality Website Address www.cctexas.com Type of Entity IndP idual p I Partnership in the state of Limited Liability Company m the ~ Corporation m the state of Pro rietorshi state of ` Date and Place Business / / Annual Transaction Volume Started (Estimated) ' _ _... Applicant Status Please Check One I ^ Large Privately-Held Company (In business for at least 5 years ', ^ Bank or Credit Union (Jurisdiction of License ) and with a minimum of $100 Million per year gross annual income) '',, ^P~blicly-Traded Company (Exchange _ Trading Symbol -~ ^ Educational Institution (Accredited by ) ~', ®Govemmental Agency (Jurisdiction_CORPUS CHRISTI, TExas~ 'UNt.ESSYOU AREA GOVERNMENTAL AGENCY; THE FOLLOwINO QUESTIONS MUST EE ANSWERED HY AIi AUTNGRtZED REhJtpSHNTATIVHOF THE APPLICANT: 1. 7o the bestof their knowledge, in the past 7 years, has the Applicant been convicted of any felony under state, federal or foreign law? No aFes-attach explanation 2. To the best of their knowledge, in the past 7 years, has the Applicant had agovernment-issued business license revoked for cause? No Nes-attach ex lanation 3. With respell to violation(s) of anti-money laundering laws, has the Applicant in the past 7 years, entered into a consent agreement, been adjudicated in a government regulatory enforcement action, or is such an enforcement action currently pending against the Applicant? No -dFes-attach ex lanation includin when, b which authori ,the nature of the violation, and the final disposition of the action 4. Has the Applicant implemented an anti-money laundering (AML) compliance program? No aFes-attach a copy of your FinCEN registration (if applicable) and provide the name of the Applicant's compliance officer here 5. Does the Applicant accept, transmit, or pay out funds for gaming purposes or to pay gaming-related debt? No Xea-attach cop of gamin licenses NOTE: IF YOU ARE'.A USPRIVATEI:.Y-HELD COMPANY TBATHA$HEENIN 8U$INESS FOR~AT LEASTFiVE COiJSECUTlt/Jy Yp} WS'ITI(iROSS ANNUAL REVENUE IN EXCESS OF AT LEAST$109 MILLIONFER YEAR>AN AUTHORJZBIi RBPtt`~S~NTATIYRfttITBE:AFPLICANT ISNSsI'-rT'1'T.EST TORHE LEtrALNAME>HOMEAbDRES5, 11GGB>: SSA; ANDPERCENTAGE OF OwtiERSHR'FOR HACHOWNER WITH:AN Ri7BREST IN THE COMPANY OF 1800/gOR7iiDR8, ~~' This certification must be attached to this form and submitted wrth the Application. ' All statements contained in this application and other documentation submitted in support of this application are tine and cored. Permission and authorization Is hereby granted to Western Union Financial Services, Inc. and its affiliates and representatives (collectively "WUFSI"), as well as to trade references, Dun & Bradstreet, banks, consumer credit services, consumer reporting agencies and state, federal, or foreign government representatives, without regard to whether they are listed herein, [o verify, receive, exchange, and obtain business credit information , as part of this application in connection with the ongoing Applicant evaluation process, review of activity and/or collection of any obligation arising from the business relationship, including any related guaranties or any services offered by WUFSI. WUFSI also has the right [o update applicant's information to comply with Know Your Customer guidelines and other existing laws. The undersigned further agree that neither WUFSI nor anyone who has famished WUFSI any information concerning Applicant shall be responsible for any losses or damages Applicant may claim as resulting from said verification, receipt, exchange, or obtaining business credit or other business information. WUFSI reserves the right in its sole and absolute discretion to reject Applicant's application and such rejection shall be without penalty of any type or kind to WUFSI. (AN AUTHORIZED REPRESENTATIVE MUST SIGN ON BEHALF OF THE APPLICANT) SIGNATURE ~~ 6Syztolr~~ NAMEED 'Angel R. Escobar DATE ~~~ j/O~ ADDRESS . O. Box 9277 CITY .Coryus Christi STATE TX .ZIP ', 78401 - TELEPHONE (361) 826-3220 ,TITLE Intenm City i Manager w.~.e.., I i.,;,.., r;n, ,.e r,...,,,~ r6.ice; nrr o t o na Schedule C INSURANCE REQUIREMENTS 1. WESTERN UNION LIABILITY INSURANCE A. Western Union must not commence work under this agreement until he/she has obtained all insurance required herein and such insurance has been approved by Client. Nor may Western Union allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Western Union must famish [o Client's Risk Manager or designee, 2 copies of Certificates of Insurance, with Client named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies showin the followin minimum coves e b an insurance com an s acce [able to Client's Risk Mana er. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day written notice of, noo-renewal, cancellation or Bodily Injury and Property Damage termiuation is re aired on all certificates Per occurrence - a e ate BROAD FORM COMMERCIAL GENERAL LIABILITY $1,000,000 COMBINED SINGLE LIMIT per including: occurrence / $2,000,000 General Aggregate, or its 1. Premises -Operations equivalent in Umbrella or Excess Liability Coverage 2. Products/ Completed Operations 3. Contractual Liability 4. Broad Form Property Damage 5. Independent Contractors 6. Personal Injury C. In the even[ of accidents related to their work with Client of any kind, Western Union must furnish the Risk Manager with copies of all reports of all accidents within (10) ten days of the accident. II. ADDITIONAL REQUIREMENTS A. CertiScate of Insurance: * The City of Corpus Christi must be named as an additional insured on the liability coverage, and a blanket waiver of subrogation in favor of Client is required on all applicable policies. * The Dame of the contract /project must be listed under "Description of Operations" * At a minimum, a 30-day written notice [o the Risk Manager of, non-renewal, cancellation or termination is required. Wrcrrm r i~;~~ r;w ~r r,,.~~~~ rb.;cr; env o ro ns