HomeMy WebLinkAbout2005 04 11 Consent 202 Resolution 2005-15 for Credit Card and Pin-Less Debit Card Acceptance Policy
COMMISSION AGENDA
ITEM 202
CONSENT X
INFORMATIONAL
PUBLIC HEARING
REGULAR
April 11, 2005
Meeting
MGR ~EPT @
Authorization
REQUEST: The Finance Department is requesting that the City Commission adopt
Resolution No. 2005-15, establishing a credit card and pin-less debit card
acceptance policy as well as approve execution of the attached contract with
Official Payments Corporation.
PURPOSE: The purpose of this Agenda item is to request that the City Commission adopt
Resolution No. 2005-15, establishing a credit and pin-less debit card acceptance policy
and execute a service contract, so that we may begin to offer this service to our utility
customers.
CONSIDERATIONS: On July 14, 2003, Regular Agenda Item 31 G, the City Commission
authorized the acceptance of debit and credit cards as an additional payment method
for utility customers. City staff began formulating a plan to initiate this service
within the City and engaged in more detailed discussions with SpeedPay, a credit and
debit card processing company. During the initial conversations, staff became
concerned with SpeedPay's security and fraud prevention mechanisms, fee schedules
and a MUNIS Utility Billing software interface. Soon after, staff began researching
different service providers. Official Payments Corporation ("OPC") was found to
have many advantages over SpeedPay, such as:
. improved security and fraud prevention;
. fraud fees paid by processor (unlike SpeedPay);
. reverse or charge-back fees paid by processor (unlike SpeedPay); and,
. an existing interface between OPC and MUNIS (unlike SpeedPay).
On August 23, 2004, Informational Agenda Item 303, the Commission was
informed that staff was working with the City Attorney on a contract with OPC. The
attached contract addresses many of the questions that arose during the July 14, 2003
Commission meeting, such as fees to be charged and potential insolvency issues.
Section 3.1 entitled Compensation, discusses fees charged for services. There will be
no charge to the City. All fees associated with this service will be paid for entirely by
Consent Agenda Item 202
April 11, 2005
Page 2 of3
the customer directly to ope. A convenience fee of $6.50 will be charged on card
transactions that are less than or equal to $500.00. For all transactions larger than
$500.00, a convenience fee of $13.00 will be charged. Per Sheila Raebel, Regional
Account Manager at OPC, the above listed rates can be reviewed after three months
with the possibility of a rate reduction, which will depend on the average transaction
amount and/or volume processed. Section 3.2 entitled Payment Processing, subsection
(c), states that OPC processes credit card transactions which they forward to the
appropriate Card processing organizations, such as NOVA, Global Payments, etc. for
settlement to the City depository bank account. OPC does not receive the cash
payments and forward to the City. OPC processes the transaction, utility payment plus
a convenience fee, and the Card processing organization distributes the utility payment
to the City and the convenience fee to OPC. OPC engages Global Payments as their
Card processing organization with Comerica Bank being their sponsor bank. OPC
recommends accepting Visa, MasterCard, American Express and Discover. The City
plans to phase in the credit/debit card types due to the cards' differing cash settlement
cycles. We will begin by accepting Visa and MasterCard. Once it has been
determined the reconciling process is working smoothly, which we anticipate to be
about months, American Express and Discover cards will also be accepted.
Attached is a Dun & Bradstreet (D&B) Business Information Report which contains
financial information on Global Payments, Inc. for your review. As for OPC, they are
certified by Global Payments and the card associations and companies to process
credit and debit card transactions on behalf of the card associations and card
companies, as is standard procedure for the industry. They have over 1,600 federal,
state and local government and municipal utility clients across the country. Both
OPC's parent company, Tier Technologies, and Global Payments, Inc. are publicly-
traded companies. OPC has been processing transactions for the Internal Revenue
Service (IRS) since 1998 and processes over $2 billion in transactions annually. In the
event that OPC were to become insolvent, the City would still receive all payments
collected :from our customers because OPC does not constructively receive the
customer's money; however, the City would have to discontinue this service to our
customers until another service provider could be found and the process adequately
tested.
Upon approval of this agenda item, staff anticipates 60 to 90 days to implement
program. An adjustment (credits and refunds) policy will be brought back to the
Commission in the next few months, once staff has determined what types of
adjustments could result from accepting credit card payments.
FUNDING: There is no funding required for the Credit Card acceptance program. All fees are
charged to the users (or utility customers).
RECOMMENDATION: It is recommended that the City Commission approve Resolution No.
2005-15, establishing a credit and pin-less debit card acceptance policy for utility
payments as well as approve execution of the attached contract.
Consent Agenda Item 202
April 11, 2005
Page 3 of3
ATTACHMENTS: Resolution No. 2005-15
Independent Contractor and Service Agreement between the City of Winter
Springs and Official Payments Corporation
Dun & Bradstreet Report on Global Payments, Inc.
COMMISSION ACTION:
ATTACHMENT 1
RESOLUTION NO. 2005-15
A RESOLUTION OF THE CITY COMMISSION OF WINTER
SPRINGS, FLORIDA, ESTABLISHING A CREDIT CARD POLICY
FOR THE RESIDENTS OF THE CITY; PROVIDING FOR
CREDIT CARD PAYMENT FOR UTILITY SERVICES;
PROVIDING FOR THE REPEAL OF PRIOR INCONSISTENT
RESOLUTIONS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, from time to time Residents make requests to make payment to the
City by credit card; and
WHEREAS, the City desires to provide additional payment options for our
customers; and
WHEREAS, the City desires to adopt a uniform policy allowing credit card and
pin-less debit card payments, and
WHEREAS, the City desires the policy to be fair as well as encourage customer
participation in credit card and pin-less debit card payments; and
WHEREAS, the City Commission of the City of Winter Springs deems that this
Resolution is in the best interests of the public health, safety, and welfare of the citizens
of Winter Springs.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF WINTER SPRINGS, SEMINOLE COUNTY, FLORIDA, AS
FOLLOWS:
Section 1. Incorporation of Recitals. The foregoing recitals are deemed true and
correct and are hereby fully incorporated by this reference.
Section 2. Credit Card and Pin-less Debit Card Policy. The following policy is
adopted regarding the use of credit cards and pin-less debit cards:
The City of Winter Springs accepts the use of credit cards and pin-less debit cards
as authorized payment for Utility Services billed by the City, such as water,
sewer, garbage, stormwater, etc. The City also encourages sound, wise and
prudent use of credit and pin-less debit cards for the purpose of making payment
to the city.
City of Winter Springs
Resolution No. 2005-15
Page 1 of3
Our selected vendor for providing credit and pin-less debit cards services is
Official Payments Corporation herein known as "OPC", a California for-profit
corporation.
OPC shall provide the Services in accordance with the policy and procedures for
use of credit and pin-less debit cards by customers and users of Utility Services in
and for the City of Winter Springs as follows:
OPC shall, on behalf of the City of Winter Springs, collect and process City
Utility Billing payments from Citizens using credit and pin-less debit cards
mutually agreed upon between OPC and the City.
OPC shall provide Citizens the opportunity to make Utility Billing Payments by
credit and pin-less debit cards through both an interactive telephone voice
response system ("IVR") and Internet interface (the "OPC Website"), which
together with the IVR, shall constitute the "System".
OPC shall not charge City a fee in consideration for OPC providing the Services to
Citizens as contemplated by the Agreement. OPC may charge however, Citizens a
convenience fee, as adopted from time to time by the City Commission, for each Card
transaction processed, to be collected in addition to the corresponding Utility Billing
Payment as part of a unified Card transaction.
OPC will confirm the dollar amount of a Citizen's Utility Billing Payment and the
corresponding fees to be charged to his/her Card and obtain Citizen's approval
(electronic or otherwise) of such charges prior to initiating credit authorizations.
OPC will provide Citizens with electronic confirmation of Card transactions.
OPC will arrange for a unique line merchant descriptor for the Utility Billing
Payment that references the City of Winter Springs, Florida and arrange for a
separate unique line merchant descriptor for the Convenience Fee that references
Official Payments Corporation and the nature of the fee.
City of Winter Springs will not require, as a condition to making a Utility Billing
Payment, that a Cardholder agree in any way to waive such person's rights to
dispute the transaction with the Card issuer for legitimate reasons.
Section 3. Repeal of Prior Inconsistent Resolutions. All prior resolutions or parts
of resolutions in conflict herewith are hereby repealed to the extent of the conflict.
Section 4. Severability. If any section, subsection, sentence, clause, phrase, word, or
portion of this Resolution is for any reason held invalid or unconstitutional by any court
of competent jurisdiction, such portion shall be deemed a separate, distinct and
independent provision and such holding shall not affect the validity of the remaining
portion hereto.
City of Winter Springs
Resolution No. 2005-15
Page 2 of3
Section 5. Effective Date. This Resolution shall become effective immediately upon
adoption by the City Commission of the City of Winter Springs, Florida.
RESOLVED by the City Commission of the City of Winter Springs, Florida, in a
regular meeting assembled on the 11 th day of April, 2005.
JOHN F. BUSH, Mayor
ATTEST:
ANDREA LORENZO-LUACES, City Clerk
Approved as to legal form and sufficiency for
the City of Winter Springs only:
ANTHONY A. GARGANESE, City Attorney
City of Winter Springs
Resolution No. 2005-15
Page 3 of3
ATTACHMENT 2
INDEPENDENT CONTRACTOR AND
SERVICE AGREEMENT
THIS AGREEMENT is made the last date signed below, by and between the CITY OF
WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1126 East
State Road 434, Winter Springs, Florida ("City"), and OFFICIAL PAYMENTS
CORPORATION, a California for-profit corporation whose address IS
, California, _ ("Contractor").
RECITALS:
WHEREAS, the Contractor desires to provide and the City desires to accept certain
services under the terms and conditions set forth in this Agreement.
IN CONSIDERATION of the mutual covenants and provisions hereof, and other good,
diverse, and valuable considerations, the receipt and sufficiency all or which is hereby
acknowledged, the parties desiring to be legally bound do hereby agree as follows:
ARTICLE 1
GENERAL PROVISIONS
1.1 Def"mitions. For purposes ofthis Agreement, the following terms and words shall
have the meaning ascribed to them, unless the context clearly indicates otherwise.
(a) "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as amended from time to time, which shall constitute
authorization for the Contractor to provide the services stated herein to the
City.
(b) "City" is the City of Winter Springs, Florida.
(c) "Customer" shall mean users of the City's services.
(d) "Contractor" shall mean OFFICIAL PAYMENTS CORPORATION, and any
employees, contractors, agents, or wholly owned subsidiaries thereof.
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 1 of 13
(e) "Effective Date" shall be the la~t date upon which the parties signed this
agreement. The Agreement shall not be effective against any party until
said date.
(t) "Public Record" is as described in Section 119.011(1), Florida Statutes.
(g) "Services" shall include the performance of the Services outlined III
Article 2 of this Agreement.
1.2 En2a2ement. The City hereby engages the Contractor and the Contractor agrees
to perform the Services outlined in this Agreement for the stated fee arrangement. No prior or
present agreements or representations shall be binding upon any of the parties hereto unless
incorporated in this Agreement.
1.3 Due Dili2ence. The Contractor acknowledges that it has investigated prior to
execution of this Agreement and satisfied itself as to the conditions affecting the Services to be
provided, the availability of materials and labor, if any, and the requirements to obtain necessary
insurance. The Contractor warrants unto the City that it has the competence and abilities to
carefully and faithfully complete the Services contemplated herein. The Contractor will perform
its Services with due and reasonable diligence consistent with sound professional practices.
1.4 CCNA Services. The Contractor warrants unto the City that the Services being
performed pursuant to this Agreement do not constitute professional services as defined by
Section 287.055(2)(a), Florida Statutes.
ARTICLE 2
DESCRIPTION OF SERVICES TO BE PERFORMED
2.1 Scope of Services. Contractor shall provide Customers, in accordance with the
City's Credit Card Policy, the opportunity to make payment for City services (hereinafter
"Payment") by credit card or "pin-less" debit card. A copy ofthe City's Credit Card Policy is
attached hereto as Exhibit "A", and incorporated herein by this reference, Payments may be
made either by an interactive telephone voice response system ("IVR") or internet interface
provided at the Official Payments Corporation's website ("Web site") (collectively referred to as
the "System"). Provided however, in no event shall the terms of Exhibit "A" supersede the
rules or regulations of the applicable Card organization or any applicable merchant bank
agreement including without limitation those identified in Section 4.4(a).
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City of Winter Springs - Official Payment Corporation
Page 2 of 13
Contractor shall, on behalf of the City, collect and process Payments from Customers
using MasterCard@, VISA@ or other credit card (hereinafter each referred to as a "Card") as
may be mutually agreed upon, in writing, between the parties.
2.2 Professionalism. The Contractor shall do, perform and carry out In a
professional manner all Services required to be performed by this Agreement.
2.3 Warrantv of Professional Services. The Contractor hereby warrants unto the
City that it has sufficient experience to properly complete the Services specified herein or as may
be performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall
supervise and direct the Services, using appropriate skill and attention and shall enforce strict
discipline and good order among its employees. The Contractor shall comply with all applicable
laws, ordinances, rules, regulations, and lawful orders of any public authority of competent
jurisdiction hearing on the performance of the Services. The Contractor shall pay all applicable
taxes, fees, license fees required by law, including but not limited to occupational fees and
withholding taxes and assume all costs incident to the Services, except as provided herein.
ARTICLE 3
COMPENSATION. PAYMENT PROCESSING
3.1 Compensation. Contractor may charge each Customer a "convenience fee" for
each Card transaction processed (hereinafter the "Convenience Fee"). Such Convenience Fee is
to be collected in addition to the corresponding Payment as part of a unified Card transaction, A
schedule of the Convenience Fees is attached to hereto as Exhibit "B". Contractor may amend
this schedule upon prior written notice to the City and with the consent of the City Commission;
such consent will not be unreasonably withheld. Provided however, Contractor may increase the
Convenience Fees upon thirty (30) days notice to the City, in the event Contractor incurs an
increase in the interchange, assessment, and/or other Card transaction processing related fees.
Contractor shall not charge the City any fee for providing the Services contemplated
herein. Enhancements to the Services or additional services not contemplated in this Agreement
may include fees payable by City, provided the same are mutually agreeable to both parties, and
adopted in writing with the same formality as this Agreement.
3.2 Payment Processin2:.
(a) Contractor shall confirm the dollar amount of all Utility Payments and the
corresponding Convenience Fees to be charged to a Card and obtain the Customer approval
(electronic or otherwise) of such charges prior to initiating credit or debit authorizations.
Contractor will provide Customer with electronic confirmation of Card transactions.
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 3 of 13
(b) For authorization purposes, Contractor will electronically transmit all Card
transactions to the appropriate Card-processing center, in real time as the transactions occur.
Contractor will retain Card authorization logs and transaction records for such period of time as
required by applicable law or regulation and with the regulations of the respective Card
organization. Contractor shall permit inspection of these records by the City at any reasonable
time during normal business hours.
(c) Contractor shall forward the Payment transactions to the appropriate Card
organizations for settlement to the City's depository bank account previously designated by the
City (hereinafter the "City Bank Account"). Contractor shall retain all Convenience fees
collected by it hereunder.
(d) Contractor will arrange for a unique line merchant descriptor for the Payment that
references the City and arrange for a separate unique line merchant description for the
Convenience Fee that references the Contractor and the nature of the fee.
(e) With respect to all "reversed" and "chargeback" Card Transactions that are
substantiated by a Customer and approved by an authorized representative of Contractor and the
City: (i) the City authorizes Contractor (or the respective Card organization) to debit the City
Bank Account for the amount of the corresponding Payment and (ii) Contractor shall refund to
the Card organization (for credit back to the Customer) the corresponding Convenience Fees.
The City agrees that it shall not refund in cash to a Customer any Payment made using
Contractor's Services. In the event that Contractor is unable to collect all amounts owed by City
hereunder through debiting the City Bank Account, City shall promptly pay all owed amounts to
Contractor in immediately available funds.
ARTICLE 4
GENERAL CONDITIONS OF SERVICES
4.1 Service Reports. Contractor shall provide City with reports summarizing use of
the Services by Customers for a given reporting period. The City Manager, or designee, may
request and Contractor agrees to provide additional information or clarification of the
information contained within the report.
4.2 City Marketinsz. Contractor shall provide City with logos, graphics, and other
appropriate marketing materials for City's use in its communications with its Customers
regarding the Services and/or the Contractor.
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City of Winter Springs - Official Payment Corporation
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4.3 Services is a Private Undertakin2. With regard to any and all Services
performed hereunder, it is specifically understood and agreed to by and between the parties
hereto that the contractual relationship between the City and the Contractor is such that the
Contractor is an independent contractor and not an agent or employee of the City. Nothing in
this Agreement shall be interpreted to establish any relationship other than that of an independent
contractor, between the City and the Contractor, during or after the performance of the Services
under this Agreement.
4.4 City's Responsibilities. In order for Contractor to provide the Services outline in
this Agreement, the City shall cooperate with the Contractor by:
(a) If required by a Card organization, City will enter into all applicable
merchant Card agreements and fully adhere to the rules, regulations and operating
procedures of the various Card organizations, including without limitation, with respect
to the use of specific Card logos and marks.
(b) Other than permitting Contractor to charge the Convenience Fees in
accordance with this Agreement, City will not impose any surcharge or other penalty on
Card transactions made by its Customers for Payments.
(c) City will provide Contractor with the electronic record specifications
necessary for funds settlement and the posting of Payment.
(d) If applicable, City will provide Contractor its desired reporting formats
sufficiently in advance of the desired report delivery date.
(e) City will provide to Contractor all necessary documents and
correspondence in connection with chargeback transactions or other similar refund
transactions.
(f) City will establish a reasonable adjustment policy to accommodate
adjustments that are required in the normal course of City's daily operations.
(g) City will not require, as a condition to making a Payment, that a Customer
agree in any way to waive such person's rights to dispute the transaction with the Card
issuer for legitimate reasons.
(h) City will promote the Services to its Customers. These promotions shall
include publishing the relevant telephone number and URL for the Web site on utility
bills and other related marketing materials, if any. City will obtain Contractors
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City of Winter Springs - Official Payment Corporation
Page 5 of 13
reasonable consent prior to publishing any materials that reference the Services and/or
Contractor.
ARTICLE 5
SUBCONTRACTS: ASSIGNMENT
5.1 Assignment. Unless otherwise specifically required by this Agreement, the
Contractor shall not assign, sublet, or transfer any rights or Services under or interest in
(including, but without limitations, moneys that may become due) this Agreement without the
written consent of the City, except to the extent that any assignment, sublet, or transfer is
mandated by law or the effect of this limitation may be restricted by law. Unless specifically
stated to the contrary in any written consent to any assignment, no assignment will release or
discharge the assignor from any duty or responsibility under this Agreement. Further, the
Contractor shall not subcontract any portion or all of the Services without the written consent of
the City, provided however that the processing of Payments under this agreement by card
organizations or other financial institutions shall not be prohibited by the foregoing. Nothing
under this Agreement shall be construed to give any rights or benefits in this Agreement to
anyone other than the City and the Contractor, and all duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and exclusive benefit of the City and the
Contractor and not for the benefit of any other party.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 Governine: Law: Venue. This Contract shall be governed by the law of the State
of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The
parties agree that the Agreement was consummated in Seminole County. If any dispute
concerning this Contract arises under Federal law, the venue will be the Orlando Division of the
Middle District of Florida
6.2 Authorized Representative. Each party shall designate an individual to act as a
representative for the respective party, with the authority to transmit instructions and receive
information. The parties may from time to time designate other individuals or delete individuals
with the authority to act on behalf of each respective party under this Agreement with the
authority to transmit instructions, receive information, and make or interpret the Contractor's
decisions. All deletions or designation of individuals to serve as a representative shall be given
by written notice.
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City of Winter Springs - Official Payment Corporation
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6.3 Notices. All projects hereunder, all notices, demands, requests, instructions,
approvals, and claims shall be in writing. All notices of any type hereunder shall be given by
U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed
individuals, all to the following individuals at the following locations:
TO THE CITY:
Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327-1800 (Phone) x202
407-327-4753 (Fax)
and Anthony A. Garganese, City Attorney
Brown, Garganese, Weiss, & D'Agresta, P.A.
P.O. Box 2873
Orlando, FL 32802-2873
(407) 425-9566 (Phone)
(407) 425-9596 (Fax)
TO THE CONTRACTOR:
OFFICIAL PAYMENTS CORPORATION
c/o
<->_-_ (Phone)
<->_-_ (Fax)
Notice shall be deemed to have been given and received on the date the notice is physically
received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid,
then notice shall be deemed to have been given upon the date said notice was deposited in the
U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the
manner set forth herein may unilaterally change the name of the person to whom notice is to be
given or the address at which notice is to be received.
6.4 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
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City of Winter Springs - Official Payment Corporation
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Contractor related, directly or indirectly, to this Agreement, unless exempt under Section 119.07,
Florida Statutes, may be deemed to be a Public Record whether in the possession or control of
the City or the Contractor. Said record, document, computerized information and program,
audio or video tape, photograph, or other writing of the Contractor constituting a public record is
subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the
specific written approval of the City. Upon request by the City, the Contractor shall promptly
supply copies of said public records to the City. All books, cards, registers, receipts, documents,
and other papers in connection with this Agreement shall at any and all reasonable times during
the normal working hours of the Contractor be open and freely exhibited to the City for the
purpose of examination and/or audit.
6.5 Interpretation. Both the City and the Contractor have participated in the drafting
of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this
Agreement shall be interpreted more harshly against either ofthe parties as the drafter.
6.7 Amendment of A2reement. Modifications or changes in this Agreement must
be in writing and executed by the parties bound to this Agreement.
6.8 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from
this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional
word, sentence, or paragraph did not exist.
6.9 Additional Assurances. The Contractor certifies that:
(a) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee, or agent has employed or otherwise provided
compensation to, any employee or officer of the City; and
(b) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee or agent has willfully offered an employee or
officer of the City any pecuniary or other benefit with the intent to
influence the employee or officer's official action or judgment.
6.10 Attornev's Fees. Should any litigation arise concerning this Agreement between
the parties hereto, the parties agree to bear their own costs and attorney's fees.
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City of Winter Springs - Official Payment Corporation
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6.11 Entire A2reement. This Agreement represents the entire and integrated
Agreement between the parties and supersedes all prior negotiations, representations, or
Agreements, either oral or written, and all such matters shall be deemed merged into this
Agreement.
6.12 Soverei2n Immunitv. Nothing contained in this Agreement shall be construed as
a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or
other limitations imposed regarding the City's potential liability under state or federal law.
6.13 Confidentiality. Notwithstanding anything to the contrary, including without
limitation Section 6.4 above, the City will not disclose to any third party or use for any purpose
inconsistent with this Agreement any confidential or proprietary non-public information it
obtains during the term of this Agreement about Contractor's business, operations, financial
condition, technology, systems, know-how, products, services, suppliers, customers, marketing
data, plans and models and personnel. Contractor will not disclose to any third party or use for
any purpose inconsistent with this Agreement any confidential Customer information it receives
in connection with its performance of the services, except that Contractor may use (1) such
information for collection and other purposes as would be permitted under federal law; (2)
personal information provided by Customers to establish and maintain individual user accounts
requested to be established by Customer with Contractor; and (3) aggregated transaction data and
IVR and Web site traffic information for marketing and public company reporting purposes.
6.14 Intellectual Property. In order that the City may promote the Services and
Contractor's role in providing the Services, Contractor grants to City a revocable, non-exclusive,
royalty-free license to use Contractor's logo and other service marks (the "Contractor Marks")
for such purpose only. City does not have any other right, title, license or interest, express or
implied in and to any object code, software, hardware, trademark, service mark, trade name,
trade dress, formula, system, know-how, telephone number, telephone line, domain name, URL,
copyrighted image, text, script (including, without limitation, any script used by Contractor on
the IVR or the Web site) or other intellectual property right of Contractor ("Contractor
Intellectual Property"). All Contractor Marks, Contractor Intellectual Property, and the System
and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto
belong exclusively to Contractor.
6.15 Force Majeure. Contractor will be excused from performing the Services as
contemplated by this Agreement to the extent its performance is delayed, impaired or rendered
impossible by acts of God or other events that are beyond Contractor's reasonable control and
without its fault or judgment, including without limitation, natural disasters, war, terrorist acts,
riots, acts of a governmental entity (in a sovereign or contractual capacity), fire, storms,
quarantine restrictions, floods, explosions, labor strikes, labor walkouts, extraordinary losses of
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City of Winter Springs - Official Payment Corporation
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utilities (including telecommunications services), external computer "hacker" attacks and/or
delays of common carriers.
ARTICLE 7
TIME
7.1 Time of the Essence. The Contractor and City acknowledges and agree that time
is of the essence for the completion of the Services to be performed and each parties respective
obligations under this Agreement.
ARTICLE 8
PROTECTION OF PERSONS AND PROPERTY: INSURANCE
8.1 Worker's Compensation. Upon the effective date of this Agreement,
Contractor shall provide proof of worker's compensation insurance in the minimum amount
required by law (if required).
8.2 Professional Liabilitv/Malpractice and General Liability. Upon the effective
date of this Agreement, Contractor shall submit proof of general liability insurance to cover
claims for damages arising out of this Agreement or any Services provided hereunder. The
insurance shall have minimum limits of coverage of $ 1,000,000.00 per occurrence.
8.3 Insurance Certificate. The insurance required by this Article shall include the
liability and coverage provided herein, or as required by law, whichever requirements afford
greater coverage. All of the policies of insurance so required to be purchased and maintained for
the certificates (or other evidence thereof) shall contain a provision or endorsement that the
coverage afforded will not be canceled, materially changed or renewal refused until at least thirty
(30) days' prior written notice has been given to the City and the Contractor by certified mail,
return receipt requested. All such insurance shall remain in effect until final payment. Unless
agreed to by the City to the contrary, the City shall be named on the foregoing insurance policies
as "additional insured," except for professional liability/malpractice coverage. The Contractor
shall cause its insurance carriers to furnish insurance certificates specifying the types and
amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a
statement that no insurance under such policies will be canceled without thirty (30) days' prior
written notice to the City in compliance with other provisions of this Agreement. For all
Services performed pursuant to this Agreement, the Contractor shall continuously maintain such
insurance in the amounts, type, and quality as required by Sections 8.1 and 8.2. In the event
Contractor fails to maintain said insurance, City, at its option, may elect to terminate this
Agreement by written notice to Contractor.
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City of Winter Springs - Official Payment Corporation
Page 10 of 13
8.4 Contractor Indemnification and Hold Harmless. For good, separate, and
valuable consideration, the receipt and sufficiency of which the parties acknowledge, the
Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City
and its governing officials, agents, employees, and attorneys (collectively, the "City
Indemnitees") from and against all liability, demands, claims, losses, damages, costs or expenses
(including reasonable attorney's fees and costs), incurred by any City Indemnitee as a result or
arising out of (i) the willful misconduct or gross negligence of Contractor in performing the
Services or (ii) a material breach by Contractor of its covenants in sections 2.1,3.2(3) or 6.13 of
this Agreement.
The indemnification provided above shall obligate the Contractor to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and
all claims of liability and all suits and actions of every name and description that may be brought
against the City Indemnitees as provided above. In all events the City shall be permitted to
choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and
included with this indemnification provided herein. This section shall survive termination of this
Agreement.
8.5 City Indemnification and Hold Harmless. For good, separate, and valuable
consideration, the receipt and sufficiency of which the parties acknowledge, the City agrees to
the fullest extent permitted by law, to indemnify and hold harmless the Contractor, its affiliates,
officers, directors, stockholders, agents, employees, and representatives (collectively, the
"Contractor Indemnitees") from and against all liabilities, demands, claims, losses, damages,
costs and expenses (Including, without limitation, reasonable attorneys' fees and expenses)
incurred by any Contractor Indemnitee as a result or arising out of a material breach of City's
covenants in Sections 5.2(e), 4.4, 6.13 or 6.14 of this Agreement.
The indemnification provided above shall obligate the City to defend at its own expense
or to provide for such defense, at the option of the Contractor, as the case may be, of any and all
claims of liability and all suits and actions of every name and description that may be brought
against the Contractor Indemnitees as provided above. In all events the Contractor shall be
permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and
subject to and included with this indemnification provided herein. This section shall survive
termination of this Agreement.
8.6 Standard of Care. In performing its professional services hereunder, the
Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances
by reputable members of its profession practicing in the same or similar locality.
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 11 of 13
8.7 Warranty Disclaimer. Except as expressly set forth in this Agreement,
Contractor disclaims all other representations or warranties, express or implied, made to the City
or any other person, including without limitation, any warranties regarding quality, suitability,
merchantability, fitness for a particular purpose or otherwise of any services or any goods
provided incidental to the services provided under this Agreement.
8.8 Limitation of Liabilitv. Notwithstanding the foregoing, the parties agree that
neither party shall be liable to the other for any lost profits, lost savings or other special, indirect
or consequential damages, even if the party has been advised of or could have foreseen the
possibility of such damages. Contractor's total liability for damages for any and all actions
associated with this Agreement or the Services shall in no event exceed the specific dollar
amount of the Convenience Fee paid to Contractor for the particular payment transaction which
is the subject matter of the claim or damage.
ARTICLE 9
TERMINATION OF THE CONTRACT
9.1 Termination. Either party may terminate this Agreement, with or without cause,
by providing the other party with thirty (30) days advance written notice.
9.2 Upon Termination. Upon termination of this Agreement, the parties agree to
cooperate with one another to ensure that all Payments are accounted for and all refundable
transactions have been completed. Upon notice of termination, the Contractor shall cease all
Services being provided hereunder unless otherwise directed by City in writing.
9.3 Waiver. Failure of the City to insist upon performance within any time period or
upon a proper level or quality of performance shall not act as a waiver of the City's right to later
claim a failure to perform on the part of the Contractor.
ARTICLE 10
TERM OF AGREEMENT
10.1 Term. The term of this Agreement shall commence on the Effective Date of this
Agreement and continue until terminated by either party. Services under this Agreement shall
begin on a mutually agreed upon date.
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 12 of 13
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
CITY:
Attest:
City of Winter Springs, Florida
By:
John F. Bush, Mayor
Andrea Lorenzo-Luaces, City Clerk
Dated:
CONTRACTOR:
Attest:
Official Payments Corporation
By:
Print:
Secretary
Dated:
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 13 of 13
EXHIBIT "An
UTILITY SERVICES - CREDIT CARD AND PIN-LESS DEBIT CARD POLICY
The City of Winter Springs accepts the use of credit cards and pin-less debit cards as authorized
payment for Utility Services billed by the City, such as water, sewer, garbage, stormwater, etc.
The City also encourages sound, wise and prudent use of credit and pin-less debit cards for the
purpose of making payment to the city.
Our selected vendor for providing credit and pin-less debit cards services is Official Payments
Corporation herein known as "OPC", a California for-profit corporation.
OPC shall provide the Services in accordance with the policy and procedures for use of credit and
pin-less debit cards by customers and users of Utility Services in and for the City of Winter Springs
as follows:
OPC shall, on behalf of the City of Winter Springs, collect and process City
Utility Billing payments from Citizens using credit and pin-less debit cards
mutually agreed upon between OPC and the City.
OPC shall provide Citizens the opportunity to make Utility Billing Payments by
credit and pin-less debit cards through both an interactive telephone voice
response system ("IVR") and Internet interface (the "OPC Website"), which
together with the IVR, shall constitute the "System".
OPC shall not charge City a fee in consideration for OPC providing the
Services to Citizens as contemplated by the Agreement. OPC may charge
however, Citizens a convenience fee, as adopted from time to time by the
City Commission, for each Card transaction processed, to be collected in
addition to the corresponding Utility Billing Payment as part of a unified Card
transaction.
OPC will confirm the dollar amount of a Citizen's Utility Billing Payment and
the corresponding fees to be charged to his/her Card and obtain Citizen's
approval (electronic or otherwise) of such charges prior to initiating credit
authorizations.
OPC will provide Citizens with electronic confirmation of Card transactions.
OPC will arrange for a unique line merchant descriptor for the Utility Billing
Payment that references the City of Winter Springs, Florida and arrange for a
separate unique line merchant descriptor for the Convenience Fee that
references Official Payments Corporation and the nature of the fee.
City of Winter Springs will not require, as a condition to making a Utility Billing
Payment, that a Cardholder agree in any way to waive such person's rights to
dispute the transaction with the Card issuer for legitimate reasons.
EXHIBIT "B"
Schedule of Convenience Fees
Convenience Fee Collected
to $ 6.50
$13.00
ent in excess of $500.00
ATT A-CH ~'\6f\ r 3
D&B Rating Key
50 000 000 and above 1 2 3 4
10000000 49 999 999 1 2 3 4
1 000 000 9 999 999 1 2 3 4
750 000 999 999 1 2 3 4
500 000 749 999 1 2 3 4
300 000 499 999 1 2 3 4
200 000 299 999 1 2 3 4
125 000 199 999 1 2 3 4
75 000 124 999 1 2 3 4
50 000 74 999 1 2 3 4
35 000 49 999 1 2 3 4
20 000 34 999 1 2 3 4
10 000 19 999 1 2 3 4
5000 9,999 1 2 3 4
0 4999 1 2 3 4
Ke to the D&B P A YDEX Score
. .
!2/25/2004 17:34 4433941372
GLOBAL PAVME~nS H-lC
U&B Business Information I:\e::port: t,ILUD.i-\.L l-l'''I.llVIJ,...., ~ J. ->. ..' , ~
PAGE 14
Line of business:
Credit card transaction
services
7:';:'~~i!:,":]At.. "f~:Jr~~,.:.l'S
12/23/2004
EARNINGS UPDATE: According to publiShed reports. comparatlVe operating results for the 6 months el1ded
November 30, 2004: Revenue of $381.140,000, Net Income of $47,776,000; compared to Revenue of $284.911,000.
Net Income of $30,697,000 for the comparable period in the pl'ior year.
11/24/2004
LINE OF CREDIT: According to published reports, Global Payments Inc. announced the renewClI of its; $175 million
Canadian revolving credit facility agreement, which equates to approximately $146 million in U.S. doltars based on
current exchange rates, ThiS agreement is with a syndicate of financial institutions, including CIeC an.:! certain
members of Global Payments' elClsting U.S. bank group. Global payments will c:ontinue to use this credit facility In
connection with its Canadian merchant settlement process. The credit a9reement has a 364-day term and may be
extended for additional 364-day periods upon the mutual agreement of the parties.
11/05/2004
STOCK/BOND ISSUANCE/REDEMPTION/REPURCHASE: According to published reports, Global Payments InC.
announced that Its board of directors approved a first quarter dividend of $0.04 per common share payable
Novemoer 30, 2004 to shareholders of record as of November 16, 2004.
10/05/2004
MERGERJ ACQUISITION: According to published reports on rollay 24, 2004, Global Payments Inc. Atlanta, GA,
announced that it has completed a public tender offer for the outstanding shares of MUZO. a.s. Globiitl now owns
approximately 98 percent of MUZO, which is the largest payment processor in the Czech RepubliC. In February of this
year, Global announced it had acquired from Komercni banka, a.5. ("K6") a 52.6 percent interest in 1'4UZO for USD
$34.7 million in cash. Following this transaction, Global commenced a public tender offer to acquire the remail1ing
outstanding sl1ares of MUZO. The publiC tel1der offer concl'Jded on May 14, 2004 and resulted In Global obtaining
46.575 additional shares of MUZO for CZK 769 million. or approximately USD $30 million in cash.
OTHER SPECIAL EVENT: According to published reports on May 18, 2004, Global Payments Inc, Al.lanta, GA.
announced that United Merchant services of California Inc, Glendale, CA, has signed an eight year extensiM to their
agreement with Global for a comprehensive line of payment service'S including front 31,d back end-processing, as well
as bank sponsorship.
ANNOUNCED OFFICER CHANGE: According to published reports on April 28, 2004, the company ;)nnounced the
retirement of Barry W Lawson, executive vice president and chief information officer, to take eff-ect at the end of
Global's fiscal year in May 2004.
ANNOUNCED MERGER/ACQUISITION: According to published reports on December 31. 2003. Global Payments.
Atlanta. GA. Will buy S2.60~ of the Czech processor, MuZO ASM from Komercni Banka AS of Prague for $34.7 million,
51JMMA.::l.Y ANALYS!S
D&.B Rating:
Financial strength:
Composite credit appraisal:
SA2
SA indicates $50 million and over.
2. is good.
ThiS credit rating was assigned becalJse of D&B's assessment of the company's financial ratiOS and Its cash flow. For
more information, see the DaB Rating Key.
Below is an overview of the company's rating history sInce 05/03/01:
DEtB Rating
SA2
Date Applied
05/03/01
The Summary Analysis section reflects information in 0&6's file as of December 27,2004.
r~.r Have GLOBAL PAYMENTS. INC'S payment habits changed over time?
A Paymel1t Trends Profile will show you - Vie.w.No.'t~
~
:~:...'I
"".
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.12/25/2004 17:34 4433941372
GLOBAL PAVMENTS H1C
D&B Business Information Report: (..JL-UJjAL l-..:"U LVI r.t" l. ..,. J.J.~'....
PAGE 15
....~,U~iT(;'!'-i,:.t::::;t. S.::RvtC:.
If you have qlJestions about this report, please call our Customer Resource Center at 1.800.234.3867 from anywhere
within the U.S. If you are outsIde the u.s. contact your local 0&6 office.
",U Additional Decision support Available """1:
Additional 0&6 products, monitoring services and specialized investigations are available to help you evaluate tl,is
company or Its industry. Call Dun &. Bradstreet's Customer R.esource center at 1.800.234.3867 from ~nywhere within
the U.S. or visit our website at www.dnb.com.
H!$TORY
The following information was reported 10/05/2004:
Officer(s): PAUL GARCIA. CHe-PRES-CEO+
JAMES G KELL V, EX \/P-CFO
BARRV W LAWSON, EX VP-CIO
CARL J WILUAMS, EXEC V PRES-WORLD-WIDE MERCHANT
DIRECTOR(S): The officers Identified by (+) and C Garry Betty. Edwin H Burba Jr, Alex W (Pete) Hart, William I
Jacobs, Michael W Trapp, Richard E venn, and Gerald J WilkinS.
ThiS business started in 1968 as a part of National Data Corporation, Atlanta, GA. In 2001 it spun off as an
indeper'ldent company.
Business started 1968. Present control succeeded Jan 312001.
The common stocle is publicly traded on the New york Stacie Exchange under the symbol "GPN". As of August 18.
2003 there were 37,174,023 shares of common stock outstanding. As of July 31, 2003 there were 2,845
shareholders of record. As of September 9 2002. the officers and directors as a group beneficially o~med 3.33% of
the stock. Those who beneficially own over 5% of the stock are as follows: Canadian Imperial Bank of Commerce
26.18%, Liberty Wanger Asset Management LP 5.40% and Mellon Financial Corp/Mellon 6anl< NA 5.24%.
RECENT EVENTS:
On August 25 2004, an inside source at Global Payments 1nc, Atlanta, GA, seated that G;lobal payments acquired the
remaining 49% of the Cash &. Win service from Comerica Bank, Detroit, MI. Further details are unavailable at tl,iS
time.
According to previous reports. Global Payments Inc, Atlanta, GA, has reached an agreem~nt to acquire 52.6% of the
outstal,ding shares of MUZO a.S. from Komercn; banka d.S. for $34.7 million in cash. As a condition of t11e
agreement. KB, a key MUZO customer. has agreed to extend its payment services contract for a thl'ee-year period.
This transaction is subject to customary regulatory approvals and closIng condltions and is expected to be completed
during the first calendar Quarter of 2004.
According to previOUS reports, Global Payments Inc. Atlanta, GA. l,as acquired 100% of the outstarlding equity
interests of Latin America Money Services lLC and an operating subsidiary, OolEx Dollar Express II"IC, Arlington, TX.
Under the termS of the agreement, Global has paid approximately $190 million for DolEx in a coml:,ination of $65
million in cash and $125 million in debt. Concurrent with this acquisition, the company has Chailged the name of its
Funds Transfer service offerings to Money Transfer, under which OolEx revenue will be: reported.
OFFICERS BACKGROUND:
PAUL GARCIA. Jul1999-present active here:. Mar lS97-Sep 1998, President and Chief !;xecutive or'ficer of
Productivity Point.
JAMES G KELLY. Apr 2000-present active t1ere. Mar 1996-Apr 2000, ,"'anaging Director with Alvarez &. Iv'larsal.
6ARRY W LAWSON. Chief Information Officer of the Company Since September 2000; Chief Information Officer of
NOC eCommerce from November 1999-January 2001; CEO Systems and Network Consultants from April 1996-
October 1999; and Chief Operating Officer 01' National Bancard Corporation from August 1993-March 1996.
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,12/25/2004 17:34 4433941372 GLOBAL PAYMENTS INC
D&B Business information Repol't: GLUbi\.L r'}\ r 1I'Ir.-I" 1.). U"_
. _...._ _ PAGE 16
CARL J WILLIAMS. Had served as President and CEO of Baikal Group, LLC.
C GARY 6ETTf. Active with Earthlink Inc.
EOWIN H BURBA. JR. Active as a natiol1al security and business consultant.
At..EX W (PETE) HART. .6.ctive as business consultant.
WILLIAM I JAC06S. Active as business advisor.
MICHAEL W TRAPP. Retired Managing Partner of Ernst & Young.
-_.~, ~.._--.."'--" ......
RICt-lARD E VENN. Senior EVP, corporate development of CIBC. .
GERALD J WILKINS. Active as Executive Vice President and Chief Financial Officer of AFC Enterprises, Inc.
... ,.,n _ _,'.... ._..._. ._ ..' ,_....._..w. ,.w.w', ._.__.__..__...~._..,,___..._.. .,....,....~._...,...-"."....".__._.._.." .". _,'w. ..-.'- ...,...'"'..w...._........ ... ,.~.....~...,.".. ,.. '.'
Business address has ct1anged from 4 Corporate Square, Atlanta. GA. 30329 to loglenlake Pkwy, Atlanta, GA, 30328.
cor-c.PORA,e r-AMILY
Click below to buy a Business Information Report on that family member,
For an expanded, more current corporate family view, use D&.B's Global Family Linkage product.
Buy Selected Report(s) J
Subsidiaries (US):
r Dolex Dollar Express Inc
r Global payment Systems LLC
I Global Payments Inc
Niles, IL
DUNS # 09-Q6:!-07:1S
DUNS # g4-n6~;;:226
DUNS # Q4-930-A959
Arlington. TX
Atlanta, GA
..._..._.__....W_.~__N.."'II\.'__--_..---""....,-_....._---------~
......,_.__..._.."'..--.....-......"'" ..__.___-,...,-----. v............--... .' .'.-
Subsidiaries (International):
I" Global payment Systems of Canada, Ltd. Toronto, CANADA
r Global Payments Canada Inc Toronto. CANADA
DUNS # (..5~105-31$~;i
DUNS #t 20'153-0594
.. ..___ ..,.."...w.... _.' _.,.,....~.__._..\_......_...__.....,.- ._.-.........."' _~.._,.__. __...__..___....,,'....,_..._..........v..-._......"'.,-_._..~......,.__._...-'........ ......-...-.., .......... ......., ."'....--....-'.
Branches (US):
r Global Payments, Inc
r Global Payments, Inc
r Global Payments, Ine
,.., Global Payments. Ine
r Global Payments, Inc
r Global Payments. Inc
Birmingham, AL
Atlanta, GA
Owings NiIIs. MO
Winston Salem, NC
DUNS # l~-fj66-92.7S
DUNS # 1,4-62?~0919
DUNS # 08-330-:~)38~
DUNS -i lQ-5~4-Ti62
Hixson, TN
DUNS "JF 02-13 1-90S.7
DUNS ~ ()}'.'130-~~788
Sterling, VA
BuySelecie~. R~p.ort(s)':"1
6lJS!NESS REGISTRATION
CORPORATE AND BUSINESS REGISTRATIONS REPORTED 6Y THE SECRETARY OF STATE OR OTHER OFFICIAL
SOURCE AS OF DEC 21 2004:
Registered Name:
GLOBAL PAYMENTS INC.
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.12/25~20~4 17:34 44~3941372 GLOBAL PAYMENTS
O&B 13L1SmeSS Infom1atlot1 Heport: \.TLUbl....L t".I-UiVI.r..I\ll.v, 11''-' Il'lC
PAGE 17
A _.:".>_ .....
Business type:
Corporation type;
Date incorporated:
State of incorporation:
Filing date:
Registration IO:
Status:
Status attained:
CORPORATION
PROFIT
51:1" 0 1 ~OOCl
GEORGIA
SEP 01 2000
0039354
ACTIVE
DEC 11 2000
Where filed:
SECRETARY OF STATE/BUSINESS SERVICES AND REGULATIONS/CORPOR.A.TE DIVISION,
ATLANTA. GA
Registered agent:
SUELLYN P. TOFl-NAY, 10 GLENLAKE PARKWAY, ATLANTA, GA, 303280000
Agent appointed: SEP 01 2000
Principals:
PAUL R. GARCIA, CHIEF EXECUTIVE OFFICER. 4747 NORTHSIDE DR.. ATLANTA, GA.
303270000
JAMES G. KELLY, CHIEF FINANCIAL OFFICER, 125 LAI-1ELOISE LN., ATLANTA, GA.
303370000
SUELLYN P. TORNAY, SECRETARY, 123 PEACHTREE ST., ATLANTA. GA, 303090000
OFERA.1'ZONS
10/05/2004
Description: Operates as an electronic transaction processor that enables consumers. corporations. and
government agencies to purchase goods and services through the use of credit and debit cards.
TermS vary. Sells to general public and commercial concerns. Territory: International.
Emplovees: 1,700 which includes officer(s). 100 employed here.
Facilities: Leases 85,000 sq. ft. in a five story building.
Location: Central business section on main street.
Subsidiaries: This business has multiple subsidiaries, detailed information is available in Dun &. Bradstreets linkage
or family tree products.
SiC & NAteS
SIC:
Based on information in our file, D&B has assigned this
company an extended a-digit SIC. D&B'S use of S-digit
SICs enables us to be more specific to a company's
operations than If we use the standard 4-digit code.
NAICS:
522320 Finandal Transactions, Processing, Reserve and
Clearing House Activities
The 4-digit SIC numbers link to the description on the
Occupational Safety & Health Administration (OSHA)
Web site. Links oper'l in a new browser window.
73890903
Credit card service
O&a PAYDEX
~ enhcli:ced p~ymp.nt trenqs and jlld1)atry .benchrT'lark~.i,lre.qYi.1UClbJ~CD1.:I'iS bU51'1ess
The D&B PAYDEX is a unique, dollar weighted indicator of payment performance based on up to l33 payment
e>:periences as reported to DaB by trade references.
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.1?/25/2004 17: 34 4433941372 .. GLOBAL PAVrv1ENTS
D&13 Business InforrnatLol1 L-<.eport: lILUO.'-'.L rM. II'dC1" l. ,), I.Pv me
... -0....
.f'.AG.E 18
3-Month D&.B PA YDEX: 77
When weighted by dollar amOllnt, payments to
suppliers average 5 days beyond terms.
12-Month D&.B PAYDEX: 77
When weighted by dollar amount, payments to
suppliers average 5 days beyond term:~.
o
~.~~
v 100
~
i'lompt ,\l'ItiCipatll'1>
o
1~~"''lI,-~'''''11
,..W d:ll's S.1c-'" ~'l tl."f. Sol,",'"
'7 HlO
\.~
'2!:' d.a,>'s slc'//
;';i.1 4<1 V'S sl.:>w
I'rom..t '\11titJll:l[~.
Based on trade collected over last 3 months.
eased on trade collected over last 12 months.
When dollar amounts are not considered, then
apprOXimately S 1 % of the company's payments are
withIn terms
;.' ,:;, v toll ~ NT ~,lj lJf ~JlAI!<\'
The Payment Summary section reflects payment information in D&B's file as of the date of tl,is report.
Below is an overview of the company's dollar-weighted payments, segmented by its suppliers' primar'~ industries;
Total Total Dollar Largest High Within Days Slow
Rcv'd Amts Credit Terms <3131-60 61-9090>
(#) ($) ($) (0J0) (%)
Top industries:
Telephone communictns 18 509,600 200,000 85 15
Nonclassified 13 145,250 85,000 95 5
Help SlJpply service 6 106,000 45,000 51 21 21 7
~1fg computers 5 937,500 750,000 96 4
Computer system desgn 4 400,000 200,000 7S 2S
Who I office supplies 3 46,050 45.000 100
Depository bank svcs 2 1,005,000 1,000.000 100
~1f9 calculating eqpt 2 1,2.00.000 700.000 100
Shol.t-trm busn credit 2 35,100 35,000 100
Mise equipment rental 1 40,000 40,000 50 50
OTHER INDUSTRIeS 67 171.100 30,000 64 24 10 2
Other payment categories:
Cash experiences 1 0 0
Payment record unknown 9 5.600 2.500
Unfavorable comments 0 0 0
Placed for collections:
Witl, D&B 0 0
Other 0 N/A
Total in 0&.6'5 file 133 4,601,200 1,000,000
The highest Now Owes on file is $1,000.000
The highest Past Due on file is $7,500
Dun &. Bradstreet has 133 payment experiences in its file for this company. For your convenience, v'le have displayed
80 representative experiences in the PAYMENTS section.
r ~ Have GLOBAL PAYMENTS, INC's payment habits changed over time?
A Payment Trends Profile will show you - View.N9W
''''1
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D&B DusilH::SS lnformatlOl1 KepOn. LrI-VOr\.1- J.. t'\ I IV!J...:,l" J. ,). L!' '-'
PAGE 19
. '-l.~_ .
i1;..Yt-;H~rH !::,!E"T'fUI..S
Detailed payment history
Date Reported paying Record High Credit Now Owes Past Due Selling Terms Last Sale
(mmIVY) ($) ($) ($) Within
(months)
12/ 04 Ppc 45.000 0 0 N30 4-5 moS
Ppt 750 250 0 N30 1 me
Ppt 750 0 0 2-3 mos
Ppt 250 0 0 N30 6-12 mos
Ppt 100 SO 0 N30 1 me
Ppt-Slow 30 2,500 50 50 4-5 mos
Ppt-SIOw 60 250 0 0 N30 1 1110
S\CiW 30 2.500 0 0 6<2 mQS
SICiW 30-120 1.,000 250 25()
11/04 Ppt Lease Agreemnt
Ppt 1.000.000 . 1.000.000 0 1 mo
ppc 700.000 200.000 0 1 mo
Ppt 500,000 300,000 0 1 mo
Ppt 200.000 200,000 0 1 me
Ppt 200,000 0 0 1 mo
Ppt 85.000 100 0 1 me
Ppt 25,000 0 0 1 mo
Ppt 20,000 0 0 2-3 mes
Ppt 10.000 2,500 0 1 mo
Ppt 5,000 2.500 0 1 me
Ppt 5.000 2,500 0 1 mo
Ppt 5.000 50 0 11110
Ppt 5,000 2,500 0 1 me
Ppt 2.500 500 0 1 me
Ppt 2.500 100 0 1 mo
Ppt 2,500 1,000 0 1 mO
Ppt 1,000 0 0 N30 4-5 mos
Ppt 1,000 0 0 N30 4-5 moS
Ppt 1,000 0 0 6-12 moS
Ppt 750 250 0 1 mo
Ppt 500 0 0 1 mo
Ppt 500 0 0 1 mo
Ppt 250 0 0 N30 4-:; mos
Ppt 250 0 0 6-12 mos
Ppt 250 0 0 6-12 mOS
Ppt 250 100 0 N30 1 mo
Ppt 100 0 0 1'l30 6-12 mas
Ppt 100 0 0 6-12 mOS
Ppt 100 100 0 1 mo
Ppt SO 0 0 N30 6-12 mos
Ppt-Slow 30 40.000 1,000 0 1 mo
Ppt-Slow 30 20.000 0 0 N30 6-12 mos
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GLOBAL PAYMENTS INC
O&B Business Information Report: GLUr;f\L 1.1 I-\.Y1Vlc..l\1 I .l. U \J'_
Ppt 5,000 500
Ppt 5,000 0
Ppt 2,500 0
Ppt 1,000 0
Ppt 250 0
Ppt so 0
Ppt so 0
Ppt 50 0
p~ 0 0
Ppt 0 0
Ppt-Slow 60 5,000 0 0
Ppt-Slow 90 80,000 0 0
Slow 50 75,000 0 0
Ppt 2,500 0 0
Ppt 1,000 250 Lease Agreemllt
Ppt 500' 0 0 2.3mos
Ppt 500 250 0 1 mo
(030) 0 Sales COD 6-12 mos
Payment experiences reflect how bills are met in relation to the terms granted. In some instances payment beyond
terms can be the result of disputes oller merchandise, skipped invoices etc.
10/04
09/04
Ppt-Slow 30 15,000 1,000 0
Ppt-Slow 30 250 0 0
ppt-Slow 60 45.000 15/000 0
Ppt-$Iow 60 25,000 0 0
Ppt-SloW 60 5,000 5,000 2,500
Ppt-Slow 60 1.000 0 0
ppt-Slow 180 5.000 0 0
Slow 5 2,500 0 0
Slow 5 1.000 0 0
Slow 50 100,000 0 0
SlOw 30-60 100 0 0
Slow 60 50 50 50
(aSS) 750
Satisfactory.
(056) 750
Satisfactory.
(OS7) 750
Satisfactory.
(058) SO
Satisfactory.
(059) 50
Satisfactory.
(060) 50
Sa tisfa ctory.
(061 ) SO
Satisfactory.
(062) SO
Satisfactory.
PAGE 20
1 \110
6-12 maS
N10 1 mo
N30 1 mo
10'10
4- 5 mOS
6-12 mos
N15 6-12 mas
N15 6-12 mos
6.12 moS
2-:;: mC):,
1 mo
1 mo
1 mo
6-12 mas
2-3 mos
2-3 mos
6-12 mos
6-12 mOS
o
o
o
o
o
o
o
o
N30
1 mo
6-12 mos
6-12 mas
6-12 mos
1 mo
2-3 mas
1 mo
2-3 mos
l.mo
1 mo
6-12 maS
6-12 maS
N30
N30
N30
L me
2-3 moS
revious1y reported.
9.
;...,).
httPs:/lwv'iw.dnb.col11/scriptslProductRetriever. asp ?REQUESTTYPE=get... 12/29/2004
12/25/2004 17'34 4433941372
. GLOBAL PAYMENTS INC
DriB BLISlness lnformation Report: GLOBAL l'f~." Mt.J\.j 1:::'. ll'J\...-
PAGE 21
!i, u.~,- -
J
A Payment Trends Profile will show you - Vie}"'! No\'!!
8'1' /).,rf:~',,",~NT ~J';'O.tJ.,.)1!:
10/06/2004
Interim Consolidated statement dated AUG 31 2004:
Assets
Cash
Accts Rec
Inventol'y
Claims Receivable-Net
Settlement Processing Rec-Net
Deferred Income TaxeS
Prepaid Exps &. Other Current Assets
Curr Assets
Fixt &. Equip
Goodwill
other Intangible Assets-Net
Other Assets
Total Assets
23,319,000
53.470,000
3,250.000
865,000
105,656.000
10,028,000
12,605,000
$209,193,000
99.513.000
346,570,000
181.661,000
6,584,000
$843,521,000
Liabilities
Accts Pay
Notes Pay
Total Line Of Credi~
Ta:tes
Obligations Under Capital Leases
Curr Liabs
Notes Payable-Net
Obligation Under Capital Leases-Net
L.T. liab-Other
ADDIT. PD.-IN CAP
DEFERRED COMPENSATION
RETAINED EARNINGS
ACCUM OTHER COMPREHENSIVE
INCOME
Total
75.774,000
3,336,000
183.259,000
11,772.000
1,220,000
$275,361,000
1,755,000
1,745,000
80,154,000
319,951,000
(3,067,000)
146,656,000
20,966.000
$843,521.000
From JUL 01 2004 to AUG 31 2004 sales $192,591.000; cost of goodS sold $80,440,000. Gross profit $112,151,000:
operating expenses $70.537.000. Operating Income $41.614.000; other income $319,000; other expenses
$3,523.000; net income before taxes $38,410,000; Federal income tax $14,212,000: net income $24,198,000.
St.atement obtained from Securities And Exchange Commission. Prepared from books without audit.
Accounts receivable shown net less $466,000 allowance.
Explanations
Other Long Term Uabilities consist of Deferred income taxes, Other long-term liabilities and r.\inorit'l" interest in eQUity
__._~L_subSldiaries.
F!:"IA~C~
10/05/2004
Three-year statement comparative:
Fiscal Fiscal Fiscal
ConsDlidated Consolidated Consolidated
May 31 2001 May 312002 May 31 2003
Current Assets 136.498.000 79,457,000 128.203,000
current Liabs 132,484,000 97,005.000 62.,861.000
current Ratio 1.03 0.82 2.04
working Capital 4.014,000 (17,548,000 ) 65,342,000
other Assets 322,106,000 351.961,000 356.031,000
httPS://v,/ww.dnl).com/scripts/ProductRetriever.a Sp ?REQUESTTYPE~get... 12/29/2004
12/25/2004 17:34 4433941372 GLOBAL PAVMENTS INC
D&B Business Informa Lion Report: Cl...Ut\AL t'/-\ J:1VU:.l'l J. ,), 11 "',-,
PAGE 22
... ........~- ....
Net Worth 271,02.2,000 296,288,000 356,426,000
sales 353,195,000 462,S26,OOO 516,084,000
Long Term liab 55,098,000 38,125,000 54,947,000
Net Profit (LOSS) 23,668,000 23,840,000 53,300,000
Fiscal consolidated statement dated MAY 31 2004:
ASlOets
Cash
Accts Rec
Inventory
Claims Receivable-Net
Settlement Processing Rec-Net
Deferred Income Taxes
Prepaid Exps &. Other Current Assets
Curr Assets
FilCt St EquIp
Goodwill
Other Intangible Assets
Other Assets
Total Assets
34,472,000
47,414,000
3,051,000
761,000
95,233,000
10,028,000
12,245,000
$203,204,000
97,482,000
342,012,000
182,658,000
7,539,000
$832,895,000
Uabilities
Accts Pay
Line Of Credit
Line Of Credit With Related Party
Obligations Under Capital Leases
Curr Liabs
Notes Payable
Obligations Under Capital lease-Net
L.T. liab-Other
ADDIT. PD.-IN CAP
DEFERRED COMPENSATION
RETAINED EARNINGS
ACCUM OTHER corv1PREHENSIVE
INCOME
Total
79,773,000
122,000,000
53,109,000
1.190,000
$286,072,000
10,886,000
2,061.000
84,454.000
314.353,000
(3,484,000)
123,995,000
14,558,000
$832,895,000
From JUN 01 2003 to MAY 31 2004 annual sales $629,320,000. Gross profit $629,320,000; operatin'3 expenses
$516.419,000. operating income $112,901.000: other income $2,358,000; other expenses $15,510,000; net income
before taxes $99,749,000; Federal income tax $37,306,000. Net income $62,443,00Q.
Statement obtained from SecuritieS And Exchange Commission. JUL 22 2004 Prepared from stateme:nt(s) by
Accountant: Deloitte & Touche LLP. Atlanta, Georgia.
ACCOUNTANT'S OP[NION
A review of the accountant's opinion indicated that the financial statement meets generally accepted accounting
principles and the audit contains no Qualifications.
Accounts receivable shown net less $757,000 allowance. Filced assets shown net less $88,549.000 depreciation.
Explanations
Other Long Term Liabilities consist of Deferred income taxes, Other long-term liabilities and Mil10rity interest in equity
subsidiaries.
On October 5, 2004 the financial information was updated.
><5..... BUSINESS RATIOS
Statement date: MAY 312004
Based on this number of establishments: 18
Firm
Return of Sales:
Current Ratio:
Assets I Sales:
Tota I Liability I Net worth:
9.9
0.7
132.3
85.3
Industry Median
Return of Sales:
Current Ratio:
Assets / Sales:
Total Liability I Net worth:
0.9
1.5
736
115.5
l1.ttps:! IV,,'W~}.i .clnb.com/sc ripts/ProductRetriever .as p?REQUESTTYPE=ge t... 12/29/2004
12/25/2004 17:34 4433941372 GLOBAL PAYMENTS INC
1.)&8 Busi,ness Informati<.)(l ~eport: GU).t)AL l-'A l: LV1J:..1"~.I. ~.,. l1'~,~
PAGE 23
1 age:.I..1. \Jl J.',1
g.l,r~\GNG
According to published reports, the company completed a three-year, $350 million revolving credit
facility agreement with a syndicate of us ban\cs. The facility expires in November 2006. In addition,
the agreement allows the company to expand the facility size to $500 million by requesting
additional commitments from existing or new lenders. Upon completion, thiS agreement will replace
the company's e)(isting uS lines of credit, which previously totaled $150 million.
P:JSI..1:<:: r-YU:Nt:;S
The following Public Filing data is for information purposes only and is not the official record. Certified copies C<ln only
be obtained from the official source.
. ~"_. _."_".........~...... ". _ ... ...w .__ .,~-<. ,., ,_,... _,_",,~ _.__,' ~'''''''' ,._..._. ____.__""_ '...,._....~ _P..._.._,.....~."......"......."...,..". ".,.' ~ ...~._~._'..'_"nu.. no""",,. ~_..._."_~_h..~. n ~..~.
j.!JDG~'j:5NTS
Date status attained:
Date entered:
Latest Info Received:
$3,535
Unsatisfied
MSCA103409
Judgment
GLOBAL PAYMENTS INC, OWINGS MILLS, MD
MIDDLETOWN BUILDERS
SMALL CLAIMS COURT-MIDDLETOWN, MERIDEN, CT
02/09/2004
02/09/2004
03/19/2004
Judgment award:
Status:
DOCKET NO.:
Judgment type:
Against:
In favor of:
Where filed:
SlJy-rs
Suit amount:
Status:
CA5E NO.:
Plaintiff:
Defendat1t:
Cause:
Where filed:
$225
Dismissal with prejudice
SM200300284900
KIDDIN AROUND OF ALA INC, BIRMINGHAM. AL
GLOBA.L PA YI"'! ENTS INC
MONEY OwED
JEFFERSON COUNTY SMALL CLAIMS COURT-BIRMINGHAM. BIRMINGHAM; AL
Date status attained:
Date filed:
Latest Info Received:
. ..-.,. ~- ....."',..~.~.._--~ ,...... ......" ..~,.....__......._-...,----_.---......._------_..__.._--,......."'....-._--_.-.......-.-....----........".-----...-.'......-".........--..'-.- _....,....,...-....._.~
04/24/2003
03/20/2003
06/10/2003
Date status attained:
Date filed:
Latest Info Received:
$9,100
Withdrawn
6461402
VINOCURS INC
GLOBAL PAY'vlENTS, OWINGS MILLS, 1.10 AND OTHERS
KINGS COUNlY NEW YORK cm CIVIL COURT, BROOKLYN, NY
08/26/2003
08/02/2002
11/13/2003
Suit amount:
Status:
DOCKET NO.:
Plaintiff:
Defendant:
Where filed:
If it is indicated that there are defendants other than the report subject, the lawsuit may be an action to clear title to
property ;:ll,d does not necessarily Imply a clalln for money against t\"le subject.
L:CC F!UNGS
Collateral:
Accounts receivable including proceeds and products - NOTES RECEIVABLE
bctps:! /www.dnb.com/sc ripts/Produc tRe triever. asp?REQUESTTYPE=ge C.. - 12/29/2004
12/25/2004 17:34 4433941372 GLOBAL PAYMENTS INC
D& B BusmesS lntormatlon l:\.epon. uLUDr\I. 1- n. 111') l...~ l.",,;, U' '-'
PAGE 24
.. "-lo::."'" --
Date filed:
Latest Info Received:
induding proceeds and products
Original
CANADIAN IMPERIAL BANK OF COMMERCE, AS ADMINISTRATIVE J>,GENT, NEW
YORK, NY
GLOBAL PAYMENTS DIRECT INC
01133684
SECRETARY OF STATE/UCC DIVlSION, ALBANY, NY
07/16/2001
08/03/2001
Type:
See. party:
Debtor:
Filing number:
Filed wit":
"',", ~B..,'...".... .._.". _._ ~.' ..____ .~"'W'M' ....._' .. _.._.~..._..__,~_"...".. ..._....._~""'..." _, ...... -.'''....-.- ......p^' . ,~......_.. .......H.....~..
Date filed:
Latest Info Received:
",....." ','.'~~' .........e .... .~.h...........,.,.... ...._...... ."...._.._"M_..____--,..----....--..........--..--.....~---..----..........._.__,_1d.......,.-~-..... ~....-..........,-..''',.-~ "p....._u_ . ,~., -... ..... ...... .~-,-- ..n ,~"..,.. .. ,,~.^" "......- , _..,.~o<.,.
Original
MARLIN LEASING CORP., MOUNT LAUREL., N)
GLOBALPAYMENTSINC
00702.004727
BARROW COUNTY SUPERIOR. COURT CLERKS OF'FICE, WINDER, GA
05/06/2002
07/11/2002
Type:
Sec. pa rty:
Debtor:
Filing number:
Filed with:
Date filed:
Latest Info Received:
..... ~,..__.._----._-""'....."....-.~-.._-"'...-----_..----.....-..--.-..""....". ...--..-........,, ' ....,.,.__._....._.. .'''." ..,.,.~...,_ ~._>..u.',...,.".,..."~ .._.....~
Original
KEY EQUIPMENT FINANCE, SUPERIOR, CO
GLOBAL PAYMENTS, INC
04402000683
DE KALB SUPERIOR COURT, DECATUR, GA
02112/2002
03/19/2002
Type:
Sec. pa rty:
Debtor:
Filing number:
Filed with:
Type:
Sec. party:
Debtor:
Filing number:
Filed with:
Original
VAFULEASE TECHNOLOGY GROUP, INC., WALLED LAKE, MI
GLOBAL PAVMENTS INC.
04401006618
DE KALB SUPERIOR CPURT, DECATUR, GA
Date filed:
Latest Info Received:
_...__... '..~'. ..... "~..." "'_'_'_'__M_."_ .....".~........_.._._.... ......_.._.~,.....---..--..........~-_...---_........-..-"._--..-......".........-.........._...M....."'... ..OI'..'...M_,......... .~...., ",.". -.,..,.... ,...."..-...-................. .-... .... ..~. ~. -
09/17/2001
10/09/2001
Tvpe:
Sec. party:
Debtor:
Filing number:
Filed with:
Amendment
CANADIAN IMPERIAL BANK OF COMMER.CE, AS ADMINISTRATIVE AGENT
GLOBAL PAYMENTS DIRECT, INC.
01141429
SECRETARY OF STATE/UCC OIVISION, ALBANY, NY
Date filed:
Latest Info Received:
Original UCC filed date:
Original filing no.:
..., ..,. . .."..."..___~....~..._,...~"..,".-...-...__.._"._''''''' .._..............__...,..... .,.~......~h.___._.......-'......_-_.~..~".._-~"...,......_._..... ....__.._,.~,._>..~.~....__._-_..- ....' ... "" ............-......#..'''..,..- ..- -.-..-----...----.. . ...-.-.....--..." ......
07/30/2001
08/17/2.001
04/02/2001
063029
Type:
Sec. party:
Debtor:
Filing number:
Filed with:
Amendment
CANADIAN IMPERIAL BANK OF CQt..,MERCE
GLOBAL PAYMENTS DIRECT, INC.
04401005520
DE KALB SUPERIOR COURT, DECATUR, GA
Date filed:
Latest Info Received:
Original UCC filed date:
Original filing no.:
. __.",..... .._._..._... __...__......_..~....~..._.....___._~ ".~......._.,...~...~_._____._~...H..W..._._---_.._---.,...._...........u"..~ ..".".........~"......._...,............."........- ........ .....-.~ .._" .....,."......._........_....M. ".."
07/30/2001
08/09/2001
04/l9/2001
Q4401000031
Type:
Sec. party:
Debtor:
Filing number:
Filed with:
Original
GATX TECHNOLOGY SERVICES CORPORATION, TAMPA. FL
GLOBAL PAYMENTS, INC.
04401003680
DE KALB SUPERIOR COURT, DECATUR, GA
hti:[Js://WWv.". dnb. com/ scripts/Proc1uctRetriever.asp?RE.:QTJESTTYPE=get.." 12/29/2004
12/25/2084 17:34 4433941372 G
.. . . :>LOBAL PAVMENTS me
D&B BuslI1ess InformatiOll Report: GLOt!.AL l"'n.l:lVlJ:-J\J ). -.). u''-- -'
PAGE 25
Date filed:
Latest Info Received:
05/10/2001
06/08/2001
TI,e publiC record items contained in this report may have been paid, t.erminated, vaCClted or released prior to th~
date this report was printed.
'-" .." ...--... ........... ..-.-.......... -.-..-.-- .--. -. -....-- .-- ---..... ... .---. .-....- .......... ...~--.... ..... .....--.. .....-.. ..-.... " ..-............,..---...- ....-......... . ...... .. -. -....
Copyright 2004 Dun &. B,-aclstreet - Provided under contract for the exdusive use of subscriber 26375S00SL
--_...~..~,--' ---
httPs:/ /www.dnb.com/scripts/ProductRe triever.asp?REQUESTTYPE=ge t... 12/29/2004
Page I of2
Michelle Greco
From: Michelle Greco
Sent: Friday, April 08,200510:17 AM
To: Andrea Lorenzo-Iuaces
Cc: 'Sheila Raebel'; RPayne@Tier.com; Justin Edwards
Subject: FW: Contract with OPC
Andrea-
Yesterday I received an email (seebelow)fromSheilaRaebel.RegionaIAccountManageLwi~hOPC.As
a brief summary, she is saying that the attached document needs to. takeJhe--place of Attachm-ent~
Exhibit B entitled "Schedule of Convenience Fees" of the 4/11/05 CGn~6.tAgendaltem29?.Ine-only
change is the fee for one time payments over $500. The new exhibit states that .iAnysingle Payment
amount is capped at $500. In the event the total amount to be paid exceeds $500, multiple Payments,
not to exceed $500 each, must be processed, each with a $6.50 convenience fee." I apologize for the
extra work this change may cause. If I can do anything to help assist you with your process, please let
me know. Thank you so much.
Michelle Greco
Director of Finance
City of Winter Springs, Florida
(407) 327-5960
PLEASE NOTE: Florida has a very broad public records law. Most written communications to or from
City officials regarding City business are public records available to the public and media upon
request. Your e-mail communications may be subject to public disclosure.
-----Original Message-----
From: Sheila Raebel [mailto.:sraebel@OfficiaIPayments.com]
Sent: Thursday, April 07, 2005 5:17 PM
To: Michelle Greco.
Subject: RE: Contract with OPC
Here you go!
Sheila
-----Original Message-----
From: Michelle Greco [mailto.:mgreco@winterspringsfl.org]
Sent: Thursday, April 07, 2005 1:39 PM
To: Sheila Raebel
Subject: RE: Contract with OPC
Please update the Exhibit and email back to me so that I may give to my Commissioners before Monday,
4/11/05's, meeting. Thank you.
Michelle Greco
Director of Finance
City of Winter Springs, Florida
(407) 327-5960
PLEASE NOTE: Florida has a very broad public records law. Most written communications to
or from City officials regarding City business are public records available to the public and
media upon request. Your e-mail communications may be subject to public disclosure.
-----Original Message-----
From: Sheila Raebel [mailto:sraebel@OfficiaIPayments.com]
Sent: Thursday, April 07, 2005 1:34 PM
4/812005
..
4/8/2005
Page 2 of2
To: Michelle Greco
Cc: rpayne@tier.com
Subject: Contract with ope
Hi Michelle,
Ray Payne, our attorney, sent me the final version of the contract to have signed. In looking it
over I discovered that Exhibit B is not accurate.
The convenience fee for payments under $500 is $6.50. However, it is a cap. Payments must be
made in $500 increments. I apologize if I didn't explain that accurately.
We have to do it this way because the card companies charge us a percentage of each
transaction - but we are only allowed to charge a flat fee. Thus, the user must make payments in
increments of $500 if the amount is over $500. However, I believe we discussed this before and
determined that it's going to be a rare occurrence for your customers to have many payments in
excess of $500.
We'll need to correct the Exhibit B to reflect the correct wording.
I recommend the following:
$6.50 convenience fee with a maximum one-time payment amount of $500. Payments in excess
of $500 require multiple payments in increments of $500.
Is this acceptable to you both?
Thanks,
Sheila
. .
EXHIBIT "B"
Schedule of Convenience Fees
Convenience Fee Collected
$ 6.50
* Any single Payment amount is capped at $500. In the event the total amount to be paid
exceeds $500, multiple Payments, not to exceed $500 each, must be processed, each with
a $6.50 convenience fee.
Official Payments Corporation
INDEPENDENT CONTRACTOR AND
SERVICE AGREEMENT
----.
THIS AGREEMEN::r is made the last date signed below, by and between the CITY OF
WINTER SPRINGS, FLORIDA, a Florida municipal corporation, whose address is 1126 East
State Road 434, Winter Springs, Florida ("City"), and OFFICIAL PAYMENTS
CORPORATION, a Delaware for-profit corporation whose address is One Landmark Square,
Suite 400, Stamford, CT 06901, Stamford, Connecticut ("Contractor").
RECITALS:
WHEREAS, the Contractor desires to provide and the City desires to accept certain
services under the terms and conditions set forth in this Agreement.
IN CONSIDERATION of the mutual covenants and provisions hereof, and other good,
diverse, and valuable considerations, the receipt and sufficiency all or which is hereby
acknowledged, the parties desiring to be legally bound do hereby agree as follows:
ARTICLE 1
GENERAL PROVISIONS
1.1 DefInitions. For purposes of this Agreement, the following terms and words shall
have the meaning ascribed to them, unless the context clearly indicates otherwise.
(a) "Agreement" or "Contract" shall be used interchangeably and shall refer to
this Agreement, as amended from time to time, which shall constitute
authorization for the Contractor to provide the services stated herein to the
City.
(b) "City" is the City of Winter Springs, Florida.
(c) "Customer" shall mean users of the City's services.
(d) "Contractor" shall mean OFFICIAL PAYMENTS CORPORATION, and any
employees, contractors, agents, or wholly owned subsidiaries thereof.
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 1 of 14
(e) "Effective Date" shall be the last date upon which the parties signed this
agreement. The Agreement shall not be effective against any party until
said date.
(f) "Public Record" is as described in Section 119.011(1), Florida Statutes.
(g) "Services" shall include the performance of the Services outlined in
Article 2 of this Agreement.
1.2 Ene:ae:ement. The City hereby engages the Contractor and the Contractor agrees
to perform the Services outlined in this Agreement for the stated fee arrangement. No prior or
present agreements or representations shall be binding upon any of the parties hereto unless
incorporated in this Agreement.
1.3 Due Dilie:ence. The Contractor acknowledges that it has investigated prior to
execution of this Agreement and satisfied itself as to the conditions affecting the Services to be
provided, the availability of materials and labor, if any, and the requirements to obtain necessary
insurance. The Contractor warrants unto the City that it has the competence and abilities to
carefully and faithfully complete the Services contemplated herein. The Contractor will perform
its Services with due and reasonable diligence consistent with sound professional practices.
1.4 CCNA Services. The Contractor warrants unto the City that the Services being
performed pursuant to this Agreement do not constitute professional services as defmed by
Section 287.055(2)(a), Florida Statutes.
ARTICLE 2
DESCRIPTION OF SERVICES TO BE PERFORMED
2.1 Scope of Services. Contractor shall provide Customers, in accordance with the
City's Credit Card Policy, the opportunity to make payment for City services (hereinafter
"Payment") by credit card or "pin-less" debit card. A copy of the City's Credit Card Policy is
attached hereto as Exhibit" A", and incorporated herein by this reference, Payments may be
made either by an interactive telephone voice response system ("IVR") Qr internet interface
provided at the Official Payments Corporation's website ("Website") (collectively referred to as
the "System"). Provided however, in no event shall the terms of Exhibit "A" supersede the
rules or regulations of the applicable Card organization or any applicable merchant bank
agreement including without limitation those identified in Section 4.4(a).
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 2 of14 .
Contractor shall, on behalf of the City, collect and process Payments from Customers
using MasterCard@, VISA@ or other credit card (hereinafter each referred to as a "Card") as
may be mutually agreed upon, in writing, between the parties.
2.2 Professionalism. The Contractor shall do, perform and carry out In a
professional manner all Services required to be performed by this Agreement.
2.3 Warrantv of Professional Services. The Contractor hereby warrants unto the
City that it has sufficient experience to properly complete the Services specified herein or as may
be performed pursuant to this Agreement. In pursuit of any Services, the Contractor shall
supervise and direct the Services, using appropriate skill and attention and shall enforce strict
discipline and good order among its employees. The Contractor shall comply with all applicable
laws, ordinances, rules, regulations, and lawful orders of any public authority of competent
jurisdiction hearing on the performance of the Services. The Contractor shall pay all applicable
taxes, fees, license fees required by law, including but not limited to occupational fees and
withholding taxes and assume all costs incident to the Services, except as provided herein.
ARTICLE 3
COMPENSATION. PAYMENT PROCESSING
3.1 Compensation. Contractor may charge each Customer a "convenience fee" for
each Card transaction processed (hereinafter the "Convenience Fee"). Such Convenience Fee is
to be collected in addition to the corresponding Payment as part of a unified Card transaction. A
schedule of the Convenience Fees is attached to hereto as Exhibit "B". Contractor may amend
this schedule upon prior written notice to the City and with the consent of the City Commission;
such consent will not be unreasonably withheld. Provided however, Contractor may increase the
Convenience Fees upon thirty (30) days notice to the City, in the event Contractor incurs an
increase in the interchange, assessment, and/or other Card transaction processing related fees.
Contractor shall not charge the City any fee for providing the Services contemplated
herein. Enhancements to the Services or additional services not contemplated in this Agreement
may include fees payable by City, provided the same are mutually agreeable to both parties, and
adopted in writing with the same formality as this Agreement.
3.2 Payment Processine:.
(a) Contractor shall confirm the dollar amount of all Utility Payments and the
corresponding Convenience Fees to be charged to a Card and obtain the Customer approval
(electronic or otherwise) of such charges prior to initiating credit or debit authorizations.
Contractor will provide Customer with electronic confirmation of Card transactions.
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City of Winter Springs - Official Payment Corporation
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(b) For authorization purposes, Contractor will electronically transmit all Card
transactions to the appropriate Card-processing center, in real time as the transactions occur.
Contractor will retain Card authorization logs and transaction records for such period of time as
required by applicable law or regulation and with the regulations of the respective Card
organization. Contractor shall permit inspection of these records by the City at any reasonable
time during normal business hours.
(c) Contractor shall forward the Payment transactions to the appropriate Card
organizations for settlement to the City's depository bank account previously designated by the
City (hereinafter the "City Bank Account"). Contractor shall retain all Convenience fees
collected by it hereunder.
(d) Contractor will arrange for a unique line merchant descriptor for the Payment that
references the City and arrange for a separate unique line merchant description for the
Convenience Fee that references the Contractor and the nature of the fee.
(e) With respect to all "reversed" and "charge back" Card Transactions that are
substantiated by a Customer and approved by an authorized representative of Contractor and the
City: (i) the City authorizes Contractor (or the respective Card organization) to debit the City
Bank Account for the amount of the corresponding Payment and (ii) Contractor shall refund to
the Card organization (for credit back to the Customer) the corresponding Convenience Fees.
The City agrees that it shall not refund in cash to a Customer any Payment made using
Contractor's Services. In the event that Contractor is unable to collect all amounts owed by City
hereunder through debiting the City Bank Account, City shall promptly pay all owed amounts to
Contractor in immediately available funds.
ARTICLE 4
GENERAL CONDITIONS OF SERVICES
4.1 Service Reports. Contractor shall provide City with reports summarizing use of
the Services by Customers for a given reporting period. The City Manager, or designee, may
request and Contractor agrees to provide additional information or clarification of the
information contained within the report.
4.2 City Marketine:. Contractor shall provide City with logos, graphics, and other
appropriate marketing materials for City's use in its communications with its Customers
regarding the Services and/or the Contractor.
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4.3 Services is a Private Undertakine:. With regard to any and all Services
performed hereunder, it is specifically understood and agreed to by and between the parties
hereto that the contractual relationship between the City and the Contractor is such that the
Contractor is an independent contractor and not an agent or employee of the City. Nothing in
this Agreement shall be interpreted to establish any relationship other than that of an independent
contractor, between the City and the Contractor, during or after the performance of the Services
under this Agreement.
4.4 City's ResDonsibilities. In order for Contractor to provide the Services outline in
this Agreement, the City shall cooperate with the Contractor by:
(a) If required by a Card organization, City will enter into all applicable
merchant Card agreements and fully adhere to the rules, regulations and operating
procedures of the various Card organizations, including without limitation, with respect
to the use of specific Card logos and marks.
(b) Other than permitting Contractor to charge the Convenience Fees in
accordance with this Agreement, City will not impose any surcharge or other penalty on
Card transactions made by its Customers for Payments.
(c) City will provide Contractor with the electronic record specifications
necessary for funds settlement and the posting of Payment.
(d) If applicable, City will provide Contractor its desired reporting formats
sufficiently in advance of the desired report delivery date.
( e) City will provide to Contractor all necessary documents and
correspondence in connection with chargeback transactions or other similar refund
transactions.
(f) City will establish a reasonable adjustment policy to accommodate
adjustments that are required in the normal course of City's daily operations.
(g) City will not require, as a condition to making a Payment, that a Customer
agree in any way to waive such person's rights to dispute the transaction with the Card
issuer for legitimate reasons.
(h) City will promote the Services to its Customers. These promotions shall
include publishing the relevant telephone number and URL for the Website on utility
bills and other related marketing materials, if any. City will obtain Contractors
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City of Winter Springs - Official Payment Corporation
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reasonable consent prior to publishing any materials that reference the Services and/or
Contractor.
ARTICLE 5
SUBCONTRACTS: ASSIGNMENT
5.1 Assignment. Unless otherwise specifically required by this Agreement, the
Contractor shall not assign, sublet, or transfer any rights or Services under or interest in
(including, but without limitations, moneys that may become due) this Agreement without the
written consent of the City, except to the extent that any assignment, sublet, or transfer is
mandated by law or the effect of this limitation may be restricted by law. Unless specifically
stated to the contrary in any written consent to any assignment, no assignment will release or
discharge the assignor from any duty or responsibility under this Agreement. Further, the
Contractor shall not subcontract any portion or all of the Services without the written consent of
the City, provided however that the processing of Payments under this agreement by card
organizations or other financial institutions shall not be prohibited by the foregoing. Nothing
under this Agreement shall be construed to give any rights or benefits in this Agreement to
anyone other than the City and the Contractor, and all duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and exclusive benefit of the City and the
Contractor and not for the benefit of any other party.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 Governine: Law: Venue. This Contract shall be governed by the law of the State
of Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The
parties agree that the Agreement was consummated in Seminole County. If any dispute
concerning this Contract arises under Federal law, the venue will be the Orlando Division of the
Middle District of Florida
6.2 Authorized Representative. Each party shall designate an individual to act as a
representative for the respective party, with the authority to transmit instructions and receive
information. The parties may from time to time designate other individuals or delete individuals
with the authority to act on behalf of each respective party under this Agreement with the
authority to transmit instructions, receive information, and make or interpret the Contractor's
decisions. All deletions or designation of individuals to serve as a representative shall be given
by written notice.
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6.3 Notices. All projects hereunder, all notices, demands, requests, instructions,
approvals, and claims shall be in writing. All notices of any type hereunder shall be given by
U.S. mail or by hand delivery to an individual authorized to receive mail for the below listed
individuals, all to the following individuals at the following locations:
TO THE CITY:
Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327-1800 (Phone) x202
407-327-4753 (Fax)
and Anthony A. Garganese, City Attorney
Brown, Garganese, Weiss, & D' Agresta, P.A.
P.O. Box 2873
Orlando, FL 32802-2873
(407) 425-9566 (Phone)
(407) 425-9596 (Fax)
TO THE CONTRACTOR:
OFFICIAL PAYMENTS CORPORATION
c/o President
177 Technology Parkway
Auburn. AL 36830
(334) 321-376 7 (Phone)
(334) 321-7285 (Fax)
and OFFICIAL PAYMENTS CORPORATION
c/o General Counsel
10780 Parkridge Blvd, Suite 400
Reston, VA 20191
(571) 382-1000
(571) 382-1004
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Notice shall be deemed to have been given and received on the date the notice is physically
received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid,
then notice shall be deemed to have been given upon the date said notice was deposited in the
U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the
manner set forth herein may unilaterally change the name of the person to whom notice is to be
given or the address at which notice is to be received.
6.4 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Contractor related, directly or indirectly, to this Agreement, unless exempt under Section 119.07,
Florida Statutes, may be deemed to be a Public Record whether in the possession or control of
the City or the Contractor. Said record, document, computerized information and program,
audio or video tape, photograph, or other writing of the Contractor constituting a public record is
subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the
specific written approval of the City. Upon request by the City, the Contractor shall promptly
supply copies of said public records to the City. All books, cards, registers, receipts, documents,
and other papers in connection with this Agreement shall at any and all reasonable times during
the normal working hours of the Contractor be open and freely exhibited to the City for the
purpose of examination and/or audit.
6.5 Interpretation. Both the City and the Contractor have participated in the drafting
of all parts of this Agreement. As a result, it is the intent of the parties that no portion of this
Agreement shall be interpreted more harshly against either of the parties as the drafter.
6.7 Amendment of Ae:reement. Modifications or changes in this Agreement must
be in writing and executed by the parties bound to this Agreement.
6.8 Severabilitv. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from
this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional
word, sentence, or paragraph did not exist.
6.9 Additional Assurances. The Contractor certifies that:
(a) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee, or agent has employed or otherwise provided
compensation to, any employee or officer of the City; and
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(b) No principal (which includes officers, directors, or executive), individual
holding a professional license and performing Services under this
Agreement, employee or agent has willfully offered an employee or
officer of the City any pecuniary or other benefit with the intent to
influence the employee or officer's official action or judgment.
6.10 Attornev's Fees. Should any litigation arise concerning this Agreement between
the parties hereto, the parties agree to bear their own costs and attorney's fees.
6.11 Entire Ae:reement. This Agreement represents the entire and integrated
Agreement between the parties and supersedes all prior negotiations, representations, or
Agreements, either oral or written, and all such matters shall be deemed merged into this
Agreement.
6.12 Sovereie:n Immunity. Nothing contained in this Agreement shall be construed as
a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or
other limitations imposed regarding the City's potential liability under state or federal law.
6.13 Confidentiality. Notwithstanding anything to the contrary, including without
limitation Section 6.4 above, the City will not disclose to any third party or use for any purpose
inconsistent with this Agreement any confidential or proprietary non-public information it
obtains during the term of this Agreement about Contractor's business, operations, financial
condition, technology, systems, know-how, products, services, suppliers, customers, marketing
data, plans and models and personnel. Contractor will not disclose to any third party or use for
any purpose inconsistent with this Agreement any confidential Customer information it receives
in connection with its performance of the services, except that Contractor may use (1) such
information for collection and other purposes as would be permitted under federal law; (2)
personal information provided by Customers to establish and maintain individual user accounts
requested to be established by Customer with Contractor; and (3) aggregated transaction data and
IVR and Website traffic information for marketing and public company reporting purposes.
6.14 Intellectual Prooertv. In order that the City may promote the Services and
Contractor's role in providing the Services, Contractor grants to City a revocable, non-exclusive,
royalty-free license to use Contractor's logo and other service marks (the "Contractor Marks")
for such purpose only. City does not have any other right, title, license or interest, express or
implied in and to any object code, software, hardware, trademark, service mark, trade name,
trade dress, formula, system, know-how, telephone number, telephone line, domain name, URL,
copyrighted image, text, script (including, without limitation, any script used by Contractor on
the IVR or the W ebsite) or other intellectual property right of Contractor ("Contractor
Intellectual Property"). All Contractor Marks, Contractor Intellectual Property, and the System
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and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto
belong exclusively to Contractor.
6.15 Force Majeure. Contractor will be excused from performing the Services as
contemplated by this Agreement to the extent its performance is delayed, impaired or rendered
impossible by acts of God or other events that are beyond Contractor's reasonable control and
without its fault or judgment, including without limitation, natural disasters, war, terrorist acts,
riots, acts of a governmental entity (in a sovereign or contractual capacity), fire, storms,
quarantine restrictions, floods, explosions, labor strikes, labor walkouts, extraordinary losses of
utilities (including telecommunications services), external computer "hacker" attacks and/or
delays of common carriers.
ARTICLE 7
TIME
7.1 Time of the Essence. The Contractor and City acknowledges and agree that time
is of the essence for the completion of the Services to be performed and each parties respective
obligations under this Agreement.
ARTICLE 8
PROTECTION OF PERSONS AND PROPERTY; INSURANCE
8.1 Worker's Compensation. Upon the effective date of this Agreement,
Contractor shall provide proof of worker's compensation insurance in the minimum amount
required by law (if required).
8.2 Professional LiabilitvlMalpractice and General Liabilitv. Upon the effective
date of this Agreement, Contractor shall submit proof of general liability insurance to cover
claims for damages arising out of this Agreement or any Services provided hereunder. The
insurance shall have minimum limits of coverage of $1 ,000,000.00 per occurrence.
8.3 Insurance Certificate. The insurance required by this Article shall include the
liability and coverage provided herein, or as required by law, whichever requirements afford
greater coverage. All of the policies of insurance so required to be purchased and maintained for
the certificates (or other evidence thereof) shall contain a provision or endorsement that the
coverage afforded will not be canceled, materially changed or renewal refused until at least thirty
(30) days' prior written notice has been given to the City and the Contractor by certified mail,
return receipt requested. All such insurance shall remain in effect until final payment. Unless
agreed to by the City to the contrary, the City shall be named on the foregoing insurance policies
as "additional insured," except for professional liability/malpractice coverage. The Contractor
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City of Winter Springs - Official Payment Corporation
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shall cause its insurance carriers to furnish insurance certificates specifying the types and
amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a
statement that no insurance under such policies will be canceled without thirty (30) days' prior
written notice to the City in compliance with other provisions of this Agreement. For all
Services performed pursuant to this Agreement, the Contractor shall continuously maintain such
insurance in the amounts, type, and quality as required by Sections 8.1 and 8.2. In the event
Contractor fails to maintain said insurance, City, at its option, may elect to terminate this
Agreement by written notice to Contractor.
8.4 Contractor Indemnification and Hold Harmless. For good, separate, and
valuable consideration, the receipt and sufficiency of which the parties acknowledge, the
Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City
and its governing officials, agents, employees, and attorneys (collectively, the "City
Indemnitees") from and against all liability , demands, claims, losses, damages, costs or expenses
(including reasonable attorney's fees and costs), incurred by any City Indemnitee as a result or
arising out of (i) the willful misconduct or gross negligence of Contractor in performing the
Services or (ii) a material breach by Contractor of its covenants in sections 2.1,3.2(3) or 6.13 of
this Agreement.
The indemnification provided above shall obligate the Contractor to defend at its own
expense or to provide for such defense, at the option of the City, as the case may be, of any and
all claims of liability and all suits and actions of every name and description that may be brought
against the City Indemnitees as provided above. In all events the City shall be permitted to
choose legal counsel of its sole choice, the fees for which shall be reasonable and subject to and
included with this indemnification provided herein. This section shall survive termination of this
Agreement.
8.5 City Indemnification and Hold Harmless. F or good, separate, and valuable
consideration, the receipt and sufficiency of which the parties acknowledge, the City agrees to
the fullest extent permitted by law, to indemnify and hold harmless the Contractor, its affiliates,
officers, directors, stockholders, agents, employees, and representatives (collectively, the
"Contractor Indemnitees") from and against all liabilities, demands, claims, losses, damages,
costs and expenses (Including, without limitation, reasonable attorneys' fees and expenses)
incurred by any Contractor Indemnitee as a result or arising out of a material breach of City's
covenants in Sections 5.2( e), 4.4, 6.13 or 6.14 of this Agreement.
The indemnification provided above shall obligate the City to defend at its own expense
or to provide for such defense, at the option of the Contractor, as the case may be, of any and all
claims of liability and all suits and actions of every name and description that may be brought
against the Contractor Indemnitees as provided above. In all events the Contractor shall be
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City of Winter Springs - Official Payment Corporation
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permitted to choose legal counsel of its sole choice, the fees for which shall be reasonable and
subject to and included with this indemnification provided herein. This section shall survive
termination of this Agreement.
8.6 Standard of Care. In performing its professional services hereunder, the
Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances
by reputable members of its profession practicing in the same or similar locality.
8.7 Warranty Disclaimer. Except as expressly set forth in this Agreement,
Contractor disclaims all other representations or warranties, express or implied, made to the City
or any other person, including without limitation, any warranties regarding quality, suitability,
merchantability, fitness for a particular purpose or otherwise of any services or any goods
provided incidental to the services provided under this Agreement.
8.8 Limitation of Liabilitv. Notwithstanding the foregoing, the parties agree that
neither party shall be liable to the other for any lost profits, lost savings or other special, indirect
or consequential damages, even if the party has been advised of or could have foreseen the
possibility of such damages. Contractor's total liability for damages for any and all actions
associated with this Agreement or the Services shall in no event exceed the specific dollar
amount of the Convenience Fee paid to Contractor for the particular payment transaction which
is the subject matter ofthe claim or damage.
ARTICLE 9
TERMINATION OF THE CONTRACT
9.1 Termination. Either party may terminate this Agreement, with or without cause,
by providing the other party with thirty (30) days advance written notice.
9.2 Upon Termination. Upon termination of this Agreement, the parties agree to
cooperate with one another to ensure that all Payments are accounted for and all refundable
transactions have been completed. Upon notice of termination, the Contractor shall cease all
Services being provided hereunder unless otherwise directed by City in writing.
9.3 Waiver. Failure of the City to insist upon performance within any time period or
upon a proper level or quality of performance shall not act as a waiver of the City's right to later
claim a failure to perform on the part of the Contractor.
ARTICLE 10
TERM OF AGREEMENT
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City of Winter Springs - Official Payment Corporation
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10.1 Term. The term of this Agreement shall commence on the Effective Date of this
Agreement and continue until terminated by either party. Services under this Agreement shall
begin on a mutually agreed upon date.
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
CITY:
~ A1!/\ L~
,?wrenzo-Luaces, City Clerk
By:
Jo
Dated: -\ /::; ~/o';:;
I
CONTRACTOR:
Attest:
Print:
Official Payments Corporation
By: ~~~~
Secretary
Dated:
6JI7fr
Independent Contractor and Service Agreement
City of Winter Springs - Official Payment Corporation
Page 14 of 14
\itL1YltM ~III \V~
CITY OF WINTER SPRINGS, FLORIDA
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708.2799
Telephone (407) 327.1800
July 5, 2005
SENT VIA CERTIFIED MAIL
Michael Lawler, Senior Vice President
Official Payments Corporation
177 Technology Parkway
Auburn, AL 36830
Dear Mr. Lawler:
Enclosed is the original executed Independent Contractor and Service Agreement
between the City of Winter Springs, Florida and Official Payments Corporation (OPC).
Per our discussions, one original executed copy of this agreement was kept by the City
for our official records. I will now convey to my staff and the Information Services
Department to coordinate with Sheila Raebel, Regional Account Manager with OPC, to
begin setting up the credit card serVice process with the City. Please contact me at (407)
327-5960 with questions.
Sincerely,
~.}:uRJw
Michelle Greco
Finance Director
CC: Iris Freeman, Revenue Officer
'erk
. _ ;~4.
ervrces Director
Attachments as stated