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1330 AmscotFINANCIAL SERVICES /330 September 29, 2010 X VIA US MAIL Attn: Bill Marcous City of Sanford PO Box 1788 Sanford FL 32772 -1788 k Re: Payment Collection and Remittance Agreement Dear Bill: Enclosed please find a fully executed copy of the Payment Collection and Remittance Agreement between the City of Sanford and Amscot Corporation for your records. Should you have any questions or need anything further, please don't hesitate to contact Joe Monaco at 813- 637 -6237 or via email at jmonacogamscotfinancial.com Thank you. Sincerely, l Sharon Impemba Lease Administrator CC: File Encl. AMSCOT FINANCIAL SERVICES IS THE TRADE NAME UNDER WHICH AMSCOT CORPORATION CONDUCTS IT'S FINANCIAL SERVICE BUSINESS. City Of Sanford Agreement With Amscot Corporation For Payment Collection And Remittance This Pa ment Collection and Remittance Agreement ( "Agreement ") made and entered into this day of je, 201 0 by and between the: City of Sanford, Florida City Hall 300 North Park Avenue Sanford, Florida 32771 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "City," and: Amscot Corporation 600 North Westshore Boulevard Suite 1200 Tampa, Florida 33609 a Florida corporation, authorized to do business in the State of Florida, hereinafter referred to as the "Collection and Remittance Service Provider ". The City and the Collection and Remittance Service Provider are collectively referred to herein as the "parties ". Witnesseth: Whereas, the Collection and Remittance Service Provider and the City have mutually developed and agreed upon a work order which identifies, and establishes requirements for, the payment collection and remittance services to be provided by Amscot pursuant to this Agreement (the "Work Order "); and Whereas, the City desires to retain the Collection and Remittance Service Provider for the work identified in the Work Order and for the periods set forth in the Work Order; and Whereas, the Work Order is attached hereto as Exhibit "A ", and are made a part hereof and incorporated herein by this reference; and Whereas, the City desires to employ the Collection and Remittance Service Provider for the performance of services that provide conveniences to the customers of the City and in order to support the activities, programs, and projects of the City upon the terms and conditions hereinafter set forth and in the Work Order, and the Collection and Remittance Service Provider is desirous of performing and providing such services upon said terms and conditions; and Whereas, the Collection and Remittance Service Provider hereby warrants and represents to the City that it is competent and otherwise able to provide professional and high quality services to the City; Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Amscot Corporation — Payment Collection and Remittance Agreement Page No. 1 Section 1: Extent Of Agreement/Integration /Amendment. (a). This Agreement, together with Exhibit A, constitutes the entire integrated Agreement between the City and the Collection and Remittance Service Provider and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein including, without limitation, the exhibits, constitute the full and complete agreement between the parties hereto and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements regardless of whether written or oral. (b). This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. Section 2: No General City Obligation. (a). In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b). The Collection and Remittance Service Provider shall not have the right to compel the exercise of the ad valorem taxing power of the City. Section 3: General Provisions. (a). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement and that it has the legal authority to enter into this Agreement, and to undertake all obligations imposed on it. The person(s) executing this Agreement for the Collection and Remittance Service Provider certifies /certify that he /she /they is /are authorized to bind the Collection and Remittance Service Provider fully to the terms of this Agreement. (b). This Agreement is for the services as described in this Agreement and are to be accomplished in accordance with the controlling provisions of law and as directed by the City to include all labor and materials that may be required. (c). The Collection and Remittance Service Provider acknowledges that the City may retain other contractors to provide the same types of services for City projects or programs. The City reserves the right to select which contractor shall provide services for City projects or programs. (d). The Collection and Remittance Service Provider acknowledges that the City has retained, or may retain, other contractors and the coordination between said contractors and the Collection and Remittance Service Provider may be necessary from time -to -time for the successful completion of the Work Order. The Collection and Remittance Service Provider agrees to provide such coordination as necessary. (e). The Collection and Remittance Service Provider agrees to provide and ensure coordination between goods /services providers. (f). Time is of the essence of the lawful performance of the duties and obligations contained in this Amscot Corporation — Payment Collection and Remittance Agreement Page No. 2 Agreement to include, but not be limited to, the Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and the Work Order. (g). The Collection and Remittance Service Provider shall maintain an adequate and competent staff and professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of the Work Order. (h). Requirements for signing and sealing plans, reports and documents prepared by the Collection and Remittance Service Provider shall be governed by the laws and regulations of Seminole County and State regulatory agencies. (i). No claim for services furnished by the Collection and Remittance Service Provider not specifically provided for herein shall be honored by the City. Section 4: Commencement/Implementation Schedule Of Agreement. (a). The Collection and Remittance Service Provider shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and receipt of the Notice to Proceed. (b). The Collection and Remittance Service Provider and the City agree to make every effort to adhere to the schedules established by the Work Order. However, if the Collection and Remittance Service Provider is delayed at any time in the provision of services by any act or omission of the City, or of any employee of the City, or by any other provider of the same services, unusual delay in transportation, unavoidable casualties, or any other causes offorce majeure not resulting from the inactions or actions of the Collection and Remittance Service Provider and beyond the Collection and Remittance Service Provider's control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the City pending a decision, or by any cause which the City shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the City may decide in its sole and absolute discretion. It is further expressly understood and agreed that the Collection and Remittance Service Provider shall not be entitled to any damages or compensation, of any type or nature, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. Section 5: Length Of Agreement. (a). This Agreement shall be effective upon approval of and execution of the Agreement by the parties and shall remain in effect for a period of one (1) year unless terminated by the parties in accordance with the Agreement. Unless terminated, the Requirements shall be automatically renewed for additional one (1) year terms. (b). This Agreement may be terminated without cause at anytime upon 30 days written notice by Amscot or 30 days written notice by City. (c). This Agreement may be immediately terminated, and no further benefits or compensation will accrue, upon a determination in good faith by one of the parties that the other has violated, is violating, or will violate this Agreement or any requirements of law or rule. (d). All indemnities set forth in this Agreement shall survive for one year following the termination. (e). The Collection and Remittance Service Provider's services shall begin upon written notification to Amscot Corporation — Payment Collection and Remittance Agreement Page No. 3 proceed (Notice to Proceed) issued by the City. (f). The Collection and Remittance Service Provider's services shall be implemented as a convenience to those persons making payments to the City. Section 6: Description Of Services. (a). The Collection and Remittance Service Provider agrees to provide the services as outlined and described in this Agreement all of which are to be provided to the City in accordance with the controlling provisions of law as more specifically outlined in Exhibit "A ". (b). The Collection and Remittance Service Provider shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in the Work Order. The Work Order, as may be amended from time to time, will, in essence, outline the collection and remittance City program or project for which the Collection and Remittance Service Provider is assigned to provide service. Unless modified in writing by the parties hereto, the duties of the Collection and Remittance Service Provider shall not be construed to exceed the provision of the services pertaining to this Agreement. (c). The City and Collection and Remittance Service Provider agree that there may be certain additional services required to be performed by the Collection and Remittance Service Provider during the performance of the services provided under the Notice to Proceed or Work Order that cannot be defined sufficiently at the time of execution of this Agreement. Such services shall be authorized in writing as a Change Order. The Work Order as amended may contain addititonal instructions or provide specifications upon certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. Section 7: Notices. (a). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to- wit: (1). For the City: Utility Director City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 (2). For the Collection and Remittance Service Provider: Mr. Ian Mackechnie Amscot Corporation Amscot Corporation — Payment Collection and Remittance Agreement Page No. 4 600 North Westshore Boulevard Tampa, Florida 33609 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The Collection and Remittance Service Provider agrees not to claim any waiver by City of such notice requirements based upon City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the Collection and Remittance Service Provider to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. Section 8: The Work Order. (a). The provision of services to be performed under this Agreement shall commence immediately upon the execution of this Agreement and a Notice to Proceed issued by the City as set forth above and as directed and determined by the City. Services to be provided by the Collection and Remittance Service Provider to the City shall be negotiated between the Collection and Remittance Service Provider and the City. The Work Order shall reference this Agreement by title and date. (b). The Collection and Remittance Service Provider and the City agree to make every effort to adhere to the schedule established by the Work Order. Section 9: Change Orders. (a). The parties by mutual agreement may revise the description of services set forth in the Work Order. (b). Revisions to any Work Order shall be authorized in writing by the parties as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the Work Order. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change of work and /or services and to the impact of the change on unchanged goods and /or work including, but not limited to, all direct and indirect costs of whatever nature and all adjustments to the Collection and Remittance Service Provider's schedule. Section 10: Compensation. (a). Compensation to the Collection and Remittance Service Provider for the services performed shall be as set forth in the Work Order. (b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items not directly attritbutable to items or services provided. (c). Work performed by the Collection and Remittance Service Provider without written approval by the City's designated representative shall not be compensated. Any work performed by the Collection and Remittance Service Provider without approval by the City is performed at the Collection and Remittance Service Provider's own election. The services provided under this Agreement are, in essence, services provided for the convenience of City customers. 5 Amscot Corporation — Payment Collection and Remittance Agreement Section 11: Invoice Process. (a). Payments shall be made by the Collection and Remittance Service Provider only as set forth in the Work Order. (b). Invoices, when and if appropriate, shall be provided in a form acceptable to the City.. (c). The Collection and Remittance Service Provider will be notified of any disputable items contained in invoices submitted by the Collection and Remittance Service Provider within fifteen (15) days of receipt by the City with an explanation of the deficiencies. (d). The City and the Collection and Remittance Service Provider will make every effort to resolve all disputable items contained in the Collection and Remittance Service Provider's invoices. (e). The Florida Prompt Payment Act shall apply when applicable. Section 12: Severability /Construction. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b). All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof and the provisions of the Work Order. (c). Violation of this Agreement by the Collection and Remittance Service Provider is recognized by the parties to constitute irreparable harm to the City. Section 13: Indemnity. (a). To the fullest extent permitted by law, the Collection and Remittance Service Provider shall indemnify, hold harmless, and defend the City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Collection and Remittance Service Provider, its agents, servants, officers, officials, employees, or subcontractors. The City does not waive its right to assert consquential damages against the Collection and Remittance Service Provider. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Collection and Remittance Service Provider for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. 6 Amscot Corporation — Payment Collection and Remittance Agreement (d). In claims against any person or entity indemnified under this Section by an employee ofthe Collection and Remittance Service Provider or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Collection and Remittance Service Provider or its agents or subcontractors, under workers compensation acts, disability benefits acts, or other employee benefit acts. (e). The execution of this Agreement by the Collection and Remittance Service Provider shall obligate the Collection and Remittance Service Provider to comply with the indemnification provision in this Agreement; provided, however, that the Collection and Remittance Service Provider shall also comply with the provisions of this Agreement relating to insurance coverages. Section 14: Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. In Witness Whereof, the parties hereto have made and executed this Agreement on the respective dates under each signature with the City acting through its City Commission and the Collection and Remittance Service Provider signing by and through its duly authorized corporate officer having the full and complete authority to execute same. Amscot Corporation By: - ✓ 'l" Ian A. Ma Kec ii , Executive Vice President Date: �-q h City Of Sanford Paul Moore, P.E. Utility Director Date: � /i - 711- 7 Amscot Corporation — Payment Collection and Remittance Agreement Exhibit A WORK ORDER FOR PAYMENT COLLECTION AND REMITTANCE SERVICES This work order for payment collection and remittance services (the "Work Order ") is incorporated in and made a part of that certain Agreement For Payment Collection and Remittance dated the day of , 2010 (the "Agreement ") by and between Amscot Corporation, 600 North Westshore Boulevard, Suite 1200, Tampa, FL 33609 -1117 ( "Amscot "), and the City of Sanford, Florida (the "City "). Amscot and City are sometimes referred to herein as the "Parties." Background The City is engaged in providing utility services (the "Services ") and has retained Amscot to collect cash payments for the Services (the "Payments ") from customers (the "Customers ") and remit them electronically to the City. Amscot is registered with and authorized by the State of Florida under the provisions of Chapter 560, Florida Statutes, to act as a funds transmitter, and may collect the Payments from Customers and remit them to City. This Work Order, as may be amended from time to time in accordance with the Agreement, is intended by the Parties to establish those specific operating procedures and requirements whereby Amscot shall collect the Payments from Customer and remit them to the City. Requirements for Payment Collection and Remittance 1. Amscot's Services (a) Each day that Amscot is open for business, Amscot will collect Payments from Customers at its retail locations and will electronically send a file ( "Remittance File ") in City's specified format at an agreed upon interval to the City for posting to each Customer's account. A transmission interval of less than two hours is considered "near real- time" or "real- time." (b) The next banking day, on or before 6:00 p.m., Eastern Time, Amscot will ACH Transfer to the City an amount equal to the total of Payments collected. Amscot shall initiate an ACH Transfer to City's designated bank account. Settlement of the ACH Transfer shall occur according to National Automated Clearing House Association (NACHA) Operating Rules, which is generally on the second banking day following the transfer of Data as detailed in the schedule below: 8 Amscot Corporation — Payment Collection and Remittance Agreement Day Amscot transfers Remittance File to City Day Amscot initiates ACH Transfer to City Day Funds will be available in City's bank account Monday Tuesday Wednesday Tuesday Wednesday Thursday Wednesday Thursday Friday Thursday Friday Monday Friday, Saturday, Sunday Monday Tuesday (c) Upon collection of the Payments, Amscot shall provide the Customers with a receipt containing the following: (1) City's name and Customer's account number; (ii) Transaction reference number; and (iii) Administrative fee and total payment amount. 2. Compensation Amscot shall charge Customers who choose to utilize Amscot's services an administrative fee of $2.00 for each of the Payments collected. Amscot shall collect such administrative fee from Customers at the time the Payments are collected. 3. Compliance with Laws and Regulations Amscot agrees to conduct all of its acts, practices, and business activities in connection with this Work Order in compliance with all applicable laws and regulations. In the event that compliance with any provision of this Work Order would cause either of the Parties to violate any such laws or rules, the Parties agree to attempt to negotiate in good faith an amendment hereof eliminating or modifying the provision involved while retaining insofar as practicable the previous respective positions of the parties relative to each other. 4. Responsibilities and Liabilities 9 Amscot Corporation — Payment Collection and Remittance Agreement Amscot shall be responsible for the collection and remittance of the Payments received from Customers to City, and agrees to indemnify City from and against any losses, claims, damages, expenses or liabilities caused by Amscot's negligence or willful misconduct in the performance such responsibilities under the Agreement. City shall be responsible for posting the Payments to the Customers' accounts, and agrees to indemnify Amscot only to the extent permitted by Florida Statute 768.28. Nothing herein shall be deemed a waiver, express or implied of the County's sovereign immunity under Section 768.28, Florida Statutes or considered a waiver of immunity or the limits of liability beyond any statutorily limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes or other state statute. To the extent anything contained in the Agreement or this Work Order constitutes a waiver of sovereign immunity, such terms and conditions shall be interpreted to the fullest extent possible to effectuate the intent of the Parties, but deleting any terms or conditions which would constitute a waiver of sovereign immunity. 5. Promotion of Services City shall promote to Customers the payment collection and remittance services provided by Amscot pursuant to the Agreement on the City's web site or via direct marketing to Customers through bill stuffers or by any other means. City shall use the name " Amscot" and Amscot's registered marks in its promotional efforts and materials. 6. Term This Work Order shall be effective upon approval of and execution of the Agreement by Amscot and City and shall remain in effect for a period of one (1) year unless terminated by the parties in accordance with the Agreement. Unless terminated, the Work Order shall be automatically renewed for additional one (1) year terms. 7. Costs and Expenses. Amscot shall bear all of its own costs and expenses, including rent, utilities, travel, postage, and any other business expenses in connection with its performance of duties and obligations under this Agreement. 8. Best Efforts; Nonexclusivity Amscot agrees to use its best efforts to satisfy the terms and conditions of the Agreement and this Work Order; provided, however, that Amscot may perform services similar or identical to those provided to City pursuant to the Agreement and this Work Order for other persons including but not limited to persons who are competitors of City during the effectiveness of this Agreement and this Work Order. 9. Customer Services; Unpostable Payments. 10 Amscot Corporation — Payment Collection and Remittance Agreement