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CM-11-07-144ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. Item Caption: Approval Date: City Manager Approval Summary Sheet Consider executing a Direct Electronic Payment Delivery Agreement -Credit Settlement with Fisery Solutions Inc. July 15, 2011 Department: Finance Department Project Manager: Elaine Wilson, Financial Programs Manager Item Summary: Attached is a copy of the city's Direct Electronic Payment Delivery Agreement -Credit Settlement with Fisery Solutions Inc. This agreement will provide the City with an electronic bill payment service. The use of this service will allow the city to maximize the electronic delivery of utility bill payments, and minimize the use of paper drafts and checks. The service will collect and electronically deliver payments made at outside locations such as HEB and Wal- Mart stores to the city's financial service account. Strategic Plan Relevance: 8.0 Maintain and enhance public confidence, satisfaction and trust in City government. 13.0 Continue and enhance sound business and financial practices and tools. Cost: $500 Source of Funds: Utility Fund REV. 6/10/10 DIRECT ELECTRONIC PAYMENT DELIVERY AGREEMENT - CREDIT SETTLEMENT This Direct Electronic Payment Delivery Agreement — Credit Settlement (the `Agreement j is entered into as of ,her 15.2011 ("Effective 0.W) between Flow Solttons, Inc., itself and on toter of is Affliates (togeter'Fieenr"). a Muconsih corporation having is principal cmos at 256 Flew Drive, Btooidlaid, WI 53046, and the City of Round (tock, TX (the 'Client"), having its prindpal Mice at 221 East Main, Round Rock, Texas 78864, Federal Tax ID* 746017485. Beni 1. 121142116 1.1 Fisery provides electronic bill payment services to consumers and businesses ("Customers" who utilize Fisery to ardour such saviors. At its Customers instruction, Fisery will process a payment to a merchant ant or ardor for payment d the Cuatoners MI (8e "Pawned". Finn has dr Moped paymerd and service systems to maximize the we aMctronic dsMvay d Payments. and to minimize or Mir drafts and checks the "Service). Flew iv* collect and electronically delver Pawnee* submitted by Customers, debited from Customer's designated b accounts (the Ems•) to Cent as the payer. 12 Where Fisery hes received the funds prior to remitting the Paynes to Client (known as -Good Funds, there *11 be no Omit (unless indicated otherwise lm Exhibit As section 4) on the amount of a single Payment, and the Payment *4 be bamamiged through the ehedromic interface. Should Client elect to unit the daily amount of any single Paries through the Mechanic interface. such amount shall be indicated in Exhibit A's section 4, and imdivlduel Paymentsm excess d amount such smt wit be made by paper draft or 2. Fisery Obradfora Al Payments transmitted by Fisery shall be processed in accordance with the following spadesons: 2.1 The data file of Permits' instructions writ be electronically bwnemalted to Client day by Faso in a mutually agreed upon format by the designated time (see Exhibit A's section 4) each Business Day. A 'Busies Day" is defined as each day. Monday through Friday, that is not a Federal Reserve holiday. The data file wit conform to* mobs* agreed F upon by Cies and Freers.FiseryFisery void may delay transmission d the data dat sents discovery occurrence ttransmission 2.2 The payment and reversal data, cab:dated pursuant to the hems of paragraph 3.3 bete, will be 100% in balance with the expected amour of funds every day in accordance with the mutually agreed upon Credit Settlement processing on which this Agreement is based. The associated Payments' ts' fiends wit be deposited elednahiay in the designated account and be available for use no ale than on the Business Day following the date 01 tm nenission of the data records. 2.3 Feev MI notify Clint of Debit Entries rebored unpaid to Fern the second time. Fisery wtN submit the rshrned Debit Entries information in the payment data the, a separate electronic reversal fikk or an Advice of Revisal to Client specifying the returns that are owed to From. 2.4 Fisery will maintain records of the data flies and Payments made and provide such information related thereto as Client rnay bei ona ly request upon reasonable notice to Filmy during normal 2.5 Fleecy WI gnate speallc personnel to work with CNet in support of the inplementMion and electronic delivery of Pay11ea- erg the mutually agreed upon proced aa, Seery will use commercially reasonable efforts to respond to Cite t inideMd research request involving Payments whin tree (3) Business Days provided that sdidsnt information is provided by Client to perform research. Fisery agrees to aid Client In the comic:don of Invalid account numbers as a means of reducig future uhidsh86ed or par transactions. GM-ti-tYl-��►f 3. Cftant Qtr& ifons. Al Payers received by Client shall be processed In accordance with the following specifications: 3.1 Client wit post such Payments to Cuetomers' accounts within ons (1) business day of Few./ transmitting the payments Me to the Client 3.2 Client strati estabish and maintain for the team of this Agreement an account at a financial institution (the 'SiSumert Account) ler the purpose of sliming Fein to creat funds to, Client. Client hereby grants Fnery aufhorfsation to effect electronic greats to the Semenert Account and Client agrees to execute any required documentation to grant such authority. The Settlement Account shell be the a000ut designated in Exda'bit A's section 1. 3.3 Chant accepts full financial responsibdity * the dollar amount of Debt Entries oriainaNy credltsd to(Mont and sdbrss sd unpaid to Final that ware originated by Fisery for Payimets, inaepeclhvs of the reason for the reborn. Client agrees to initiate an ACH credit to Flames designated bank account (see Exhibit A's section 2) in the amount of the returned Debit Entries on the day Fvsery nob'Iks Client of the return. 3.4 Client will designate specific personnel to welt with Peery in support of the electronic defivesy of Payments. Using the mutually agreed upon Procedures, Client wit use comaremisy reasonable offal; is to respond to FisenolnitieMd research requests involving Paymerts within three (3) Business Days provided that sufficient information is Provided by Fisery to psrlomn research Client agrees to aid Filen in the correction of ihvald account numbers es a means of reducing future unidentified or paper transactions. 4. IfikosLeanntau6 No Payment trananited hereunder new be rejected by Client unless the account data for such Payment is inlbrl ct or incomplete or the asxxornt is blocked or dosed. If any Payment is rejected hereunder, and Flew and Cie t are unable to determiss ,the correct posting information, Client shall retum the Payment date and funds in a mutually ualy agreed upon format 5. Zigiatigag, Client acknowledges that Payments will not be transmitted it foaming circumstances: (a) Where the Customer banks ata financial institution that is not accessible through the Automated Clearing Flews ("ACW); (b) Where the Customer's Client account number is incomplete, incorrect or oterwi a fails the account number edit procedures established by Fisery and Client or. (c) For a Payment in excess of the amours indicated in Erdnbit Al section 4, t applicable. 6.1 Each party will boar its own cods associated Mb efforts in systems development operational implementation, markedly and march. Fees for the Service performed by Fisery under Inks Agreement (the Tees shall bs calculated in accordance with Exhibit A's section 3. Fisery reserves the right to change Fees with silly (80) days advance written noltRalion. Where Client does not agree to any such things. then such change, provide Client with day , within thirty (30) � at motiiceisn d Way (30) car tenrhinta8orn notice. 5.2 In addition to payment of Fees, Client shah bs 1 responsible for any tacos or other expanses, fees. and chirps imposed by a governmental agency wising out of or incidental to Client's use of the Service (the 'Expenses,. emitting tames, expenses, flees or charges based on the boomer* property of Fisety. 7. 7.1 The terra Wombat- means proprietary infomistion, bads sweets, customer n enation and transactions, all information that b not known by, or generally available to, the public at loge and that concerns the business and affairs of Eisen, or Client, including. but limited to. existing systems programs and those developmaak documentation and related business plans, pricing, costs, pricing strategy, marketing Pleak programs andfor other business sbaiegies. Neither Flaw nor Client s have theobligation to spe 1y identify any information to which the protection d Agreement extends by any notion or other action. 7.2 Confidential b* ma8on shall be used by each party solely it the performance of its obligations pursuant to this Agreement. Each Arty shell receive Confidential information n cortidence and not disclose Conikientiai information to any third -party, except as may be necessary to perform its ob8getb s pursuant to this Agreement and except as may be required by law or agreed upon in writing by the other party. End! party shah take all reasonable steps to safeguard Confidential information disclosed to 1 so aro to ensure that no unauthorized paean sial have access to wry Confidential Information. Each party shall promptly report to the other pan any unauthorized discbsu a or use of any Cordidendd ntormation of that potty of which 1 becomes ewers. 7.3 Upon request or termination of this Agreement, each party shall return to the other party all ConfidemiN intonnahen n its possession ar control. No disclosure by a Party hereto of Confidential nfornation of such party shall cors a grant to the other party of any interest or right whatsoever in such Confidential Information, which shall remain the sola property of the diseios8g party. 8. WarrwMlss_and Limitations at Liability. 8.1 Eisen warrants that it will exercise reasonable pre in the performance of its obligations under this Agreement and that 8 will comply with ail appfab1 taws, rubes and regulations, thong the ACH Rules published by the National Automated Clearing House Assocation. Gant warrants that 8 will exudes reasonable care n the pwfomhanos ofdunderthis Agreement and that it will comply with all fUNS and regulations. Subject to the Nmiation set forth in paragraph 8.2 below, Raw shall be liable only for loss due to its failure to properly rrakhlan the Service and its failure to comply with Instructions regardng the Service.. Peen shall not be Baba for loss due tok sa aient or Cnabme s. M Ream comes finds to be transferred other than in accordance with the correct insbuclion from the Customer. Fsen shah be respcneibb for redirecting the misdirected funds to the proper payee. 8.2 Because of the extreme allcuity of thing actual damages for any failure of Finny to perform 18 obligations hereunder. or from wry failure ot Fran to perform any obligations imposed by law, the parties agree that FbaVs aggregals Nabily hereunder. if any, shat be kneed 10 liquidated damages n the mount of two thousand five hundred dollars (12,500.00); provided however, that such limitation shell not apply to Fiserv's obligation pwsusnt to this Agreement to deliver the down mounts equivalent to the Customers' Payments collected in connection with the Service. The provisions of this paragraph 8.2 apply even though the toes ar damage. impactive of cause or origin. results. directly or k *silly, from edher performance or nonperformance of obligations imposed by this Agreement. 8.3 FISERV MAKES NO OTHER WARRANTIES, EXPRESS OR MiPLED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHAKTABILffy OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL FISERV BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL. SPECAL OR EXEMPLARY DAMAGES RESULTING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY OF WHETHER IN CONTRACT, TORT, LOSS OR DAMAGE TO CUBIT. ARISING OUT OF OR bN ANY OMISSIONS OF THIRD PARTIES. FRSERV S DUTIES HEREUNDER. OR OTHERWISE. OR FOR ANY DIRECT OR CONSEQ(Ewr AL. WAY RELATED TO ACTS OR NELLIMILligamfeggagdgammss Neither party Mel be Nabla for any delay or otter foible of performance caused by factors beyond the reasonable control of the applicable party, such as, but not galled to: strikes, iyswrscian, war, firs, lack of energy, acts of God, mechanical or tactical breskdown, govenwnemtal acts or regulations, computer ma0*dlon ar acts or omissions of third partes. Each party sant thin for notifying the other within a reasonable isms if it 10. legliggismiaftaitstylibm 10.1 The tern of this Agreement is as of the Effective Date and shell continua for a period of three (3) years and shall renew andomal aty for additional one (1) year terms unless either party provides at least ninety (90) days written notice of non -renewal prior to the and of the Men -parent tam. If abhor potty anal fab to delver any geyments when due without cause or intervention of force. this Agreement may be terminated immediately, ar if either party sial default in to pwlomnancs of any obligations other than p$yrment ob8getons under this Agreement and shall fail or refuse to remedy such default within thirty (30) days after written notice of the alleged default, either Pah may terminate this Agreement yen twenty-four (24). hours written notice. If ether party she cease doing business, or become insolvent or become a party to any bankruptcy or receivership processings, or make an assignment for the benefit of creditors, than hes Agreement shall terminale immediately. If at any time Fiery suspects or discovers that Gant is involved n any fraudulent or Nbgai activity. or otherwise poses risk to Fiserv, Fisery shall in Its sols discretion have to right to terrine the Agreement at any time. If, after the Effective Date of this Agreement, any taw. regulation, or on8naon whether federal, state, or local. becomes effective which substantially alas the ability of either party to perform Agreement upon days written notice to thparty shall have the emht this e other party. 10.2 Upon termnation, the rights and obligations of the parties hereunder val continue: (a)riof each only the following which we to any breach of this Agreement by the other party; the right of F confines its � ffecdve Customers; (c) for an occurringon or befh party a make or term nation, the and obligations of accept Payments and the obligations of Gant 10 pay Fees and Expenses or fund returns; and, (d) the rights and obligations set font in sections 7, 8, 9, and 11 through 15. 11. AN notices end other official communications under this Agreement shall be in writing and sufficiently recognized overnight couriw service giver if (n delivered by nationallyciiptof denary, ar (N) mailed by U.S. Certified mail, retum receipt requested, postage Paid, or (iii) by facsimile with subsequent conikrnation by dalvay in any manner pevioualy mentioned to: Farm Solutions, Inc. Nor, cad NGeorgia 30092 Attention: General Counsel, Oder Solutions Fax (678) 375 4150 City of Round Rock, TX 221 East Mai Round Rock. TX 78664 Attention: Steve Norwood Fax (713) 975.0275 or n such other address or addressees* either potty may from firs to time designate to the other by written notice. Any such notice or ober official communication shall be deemed to be given as of the date 8 is personally delivered or three (3) days following the data when placed In 2 a the U.S. Postai Service moil in the manner speciled. 12. pdwandern Contractor, &dr party shall perform al services hereunder as an independent contractor, and nothing oonbired hen* shall be deemed to mete. nor doss it create and shah not be construed to seats, any association, partnership, joint venture, or relationship of principal and agent or master and servant between the partes hereto or any aflliatss Of subskileries thew* or to provide either party with the right, power or authority, whether express or i died. to treats any such duty or obligation on behalf of the other party. 13. Aaam:v Pdaalonekt. Feely aid Client midway agree that if a Payment from a Customer of Giant, which is transmitted by Flew to CBent. or to an agent of Client. does not pat. it may be necessary for Fssry to contact Client in an attempt to resort the problem (a 'Contac'). Client adeno nledgss that when Fisery makes a Contact, it is doing so as agent for the Customer and Client agrees to provide the Customer information requested by Fiserv. 14. Aaaloremant, Nether party may assign lbs Agreement, or any part thereof, without the pito written consent of the other party, and any such idem pled assignment shall be void: provided, however, eider party may assign this Agreement. or any pan thereof. to its parent, an aame (including any successor by merger or acquisition). or to any died of she or indirect subsidiary without the prior written Party. As between the partes hereto, no such assignment to s died or indirect wholly-owned subsidary shall relieve the assigning party of any of its dudes and obagatiors under this Agreement 15. General Provisions„ (a) This Agreement shal be gowned by and construed in accordance with the lime of the State of Georgia without regard to is conflicts of law principles. (b) This Agreement shill not be amended except by mitten agreement signed by both parties. (c) in the event that any provisions, or any portion thereof, of this Agreement are delennked by competent juddat legislative, or administrative authority to be prohibited by law. then such provision or pan thereof shall be inallecdve only to the extent of such prohibition. without invalidating die provisions of the Agreement. (d) This A rsa,nent, along executed addends attached, together with any Schedules or Ex hbits, contains the full and complete understanding of the parties with reaped to the sublet* matter hereof, and supersedes all prior npeewrtadors and undendandrms, whether oral or written. (5) No delay in enforcement or axiratela► of time or f'aiime to exorcise any right hereunder will be deemed 10 be a waiver of any right by any ply. No waiver of any earlier break shal be construed as a waiver of a later breech. No waiver shall be elective unless such waiver is *proved in writing by the waiving party. (f) This Agreement shall inure to the benefit of the parties hereto and is not intended to cleats any right or cause of action or remedy of any 'nature whatsoever kr any thud party. (g) This Agreement may be executed in counterparts. erparb, each of which shall be deemed an original and *filch together shall wnstiets one ihstranenL FacukNe execution and delivery and delivery of a signed ebctromic copy of tide Agreement delwry for M puped s) is algal, valid and binding execution and IN WVTNES$ WNNEREOF, the ponies, each acting under due authority.and proper haw entered into this Agreement as of the Effective Date. CITY of Br Print Steve Norwood Tide: Cit M Data 07 /1 Feaasv By: Print Title: Date: ii/..:., �1 iv µ ous a l on Prue loft fit‘m 3 Exhibit A Settlement Account Instructions. Fee Schedule. Operational Details Section 1- Credit (of Payments) to Client by Fisery Client Financial institution to be credited: Bank of Nnerica Client Account Number at Financial Institution: 221841219211 ABA / Routing Number. 111000025 Section 2 — Credit (Payment) by Client to Fisery for Returned Items Fisery Financial Institution to be credited: Wells Fargo Fisery Account Number at Financial Institution: 4121711378 ABA / Routing Number 121000244 a tata3 — Fee Schedule Implementation Fee: 5500.00 Per Item Fee: If Fisery and Client desire to maintain an electronic rem relationship upon termination or expiration of this Agreement, the ides must enter into a separate mutually agreed upon remittance agreement (with a mutually agreed upon remittance method, which may be different than that under this Agreement, and with mutually agreed upon prig, which may be higher than that under this Agreement) prior to termination or expiration of this Agreement. Custom Development and Maintenance: (Above and beyond standard 6nplementahon under this Agreement) Any post -implementation devvelopment, maintenance, alterations, changes and/or additional requests, or Client requested data preparation andfor reporting wli be charged at 8250.00 per hour. All such projects and requests will be subject to an applicable statement of work process, and only projects and requests within the scope of Fisery development will be considered; additional fees will be determined depending upon the nature of the project or request Talecomnnarhicatlons: Teleconenunication costs are the responsibility of Client Should out-of-pocket telecommunication costs be incurred by Feely, they via be documented and invoiced at cost to Client Fisery wnT provide notice to Client prior to any such cost being incurred. Section 4 - Mutually Agreed Upon Operational Details Single Electronic Payment Limit Si .500.00 Fisery has the sole right to lower this Single Electronic Payment Limit at any time, and may requke a replacement agreement to acknowledge the new Single Electronic Payment Lam. A replacement agreement will be required in the event that the Single Electronic Payment Limit is raised to a limit higher than luted above. Fisery File Availability lime: 7 AM. Eastern Trne, Monday through Friday, other than Federal Reserve holidays