REMITTANCE PROCESSING AGREEMENTYntuition Systems, Inc. Remittance Processing Agreement
This Remittance Processing Agreement (the "Agreement) is made this 14t day of October, 2011 by arid between
Tntuition Systems, Tnc., DBA Bi112Pay, a Florida Corporation with principal offices in Clearwater, rlorida,
hereinafter referred to as Company, and The City of Clea�vater, a municipal corporation, with principal
offices in Clearwater, Florida hereinafter referred to as Client.
In consideration of the mutual covenants contained herein the parties hereby agree as follows:
1. SERVICES AND PROCEDURES - Company shall fiirnish the services ai�d follow
procedures set forth in tha attached Exhibit A which is incorporated herein by reference and made a
part of th is Agreement.
2. TERM - This agreement shall have an initial sixty (60) mont}a term ending at mi.dnight on
September 30'h, 2016 and will be autamatically extended for successive one year terms unless
tenninated by Company or Client, pursuant to the pravisions hereof, or upon at least three (3) months
written notice to the other party prior to the expiration of the initial terrn or ariy renewal ter�n.
3. FEES - As consideration for the services herein, Client shall pay to the Company the
Following secvice fees:
A. Deposits of checks to Bank $ N/C per deposit
B. .Payment Processing - See Pricing Exhibit C
The fees defined in Section 3 above are fixed for the initial sixty (60) month term of the Agreement
provided the Client does not initiate a change in the form of its customer payments, operating
procedures, invoices, envelopes or in the regular schedule oPsuch documents. Should Client desire to
make any such change, it shall give the Company at least sixty (60) days advance written notice and
Client shall be responsible %r any additional expenses incurred by Company as a result of Client
institutin� any such change.
4. BILLING - Cornpany will monthly send Client an invoice detailing volumes, prices and
charges. Client shall pay invoices in accordance with the Florida Frompt Payment Act. 7nvoice and.
detail will be sent to the following address:
Attention Director of Customer Service
City of Clearwater
P.O. �3ox 4748
Clearwater, FI 33758-4748
S. RESPONSCBYLITIES -
A. RESPONSIBrLITY F�R THE DATA. Company assumes no liability for lpss of input
payment data, checks ar other inforanation before such data is in possession of Cornpany.
Company does not guarantee any payment for gaods or services provided by Client. Company
s}�all not be liable for any consequential or indirect damages in excess of losses for which it
currently carries liability insurance. Company shall name Client as an additional insured
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under such policies and provide copies of same to Client. Company agrees tn keep such
policies in effect in amounts no less than currently maintained during the pendency of this
agreement. Company will reimburse Client for the recovery of overdraft fees char�ed to a
Client customer as a direct result of a�ayment transaction error by Company. Company will
further reim.burse Client for any payments made by Client to Company wh.ich may be
subsequently reversed for any reason. "I'he term Co�npany shall include all employees,
directors and officers of Company as well as independent c�ntractors hired by the Company
to perform any part of the services to be furnished under this agreement. Possession of the
data by the Company first occurs when the items to be processed are delivered physically to
Carnpany's processing facility and ends when the information has been delivered to tl�e
Client's depository institution.
B. TiME OF CLAIMS - Except for fees due hereunder, notice ol�every claim, regardless of
form, which in any way arises out of this Agreement shall be made by the party obtaining
such knowledge to the other party within six (6) months after the basis for such claim
becomes known to the party desiring lo assert it.
C. EARL,Y TERMINATION - Either party may terminate this agreement upon written notice
to the other party ifi the other party breaches any material term or condition ofthe Agreement
(including without limitation, failure to meet service standards) and such breach remains
uncorrected for thirty (30) days following the date of receipt of written notice to such
breaching party specifying the breach. In the event ofnon-payment or withholding of any P�cs
clairn by Company to 6e owing to it, the cure period shall be reduced to seven ('1) days from
which Company has rendered written notice, and if not cured within such time, the Company
may immediately terminate the A�reement. Company and Client shall also have the right Co
terrninate this Agreement without cause by providing the other parly ninety (90) days advance
notice of the date of termination.
6. MISCELLANEOUS -
A. ENTIRE AGREEMENT - This agreement shall cpnstitute the entire a.greernent betwe�n
the parties. This agreement shall not be amended or modified unless done so in writing
and signed by the parties. No other representations have been made by either of the
parties other than what has been set forth herein.
B. NO OTHER REPRESENTATIONS - All of the representations made by Company
with respect to the provisions of the services are as set forth in this Agreement and Client
acknowledges that it has noC relied upon any other prior statements or negotrations.
C. SEVERABILITY - If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, tha remaining �rovisions shall continue to be valid and
en%rceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become val id or enforceable,
then st►ch provision shall be deemed to be written, construed, and enforced as so limited.
D. ARBITRATION - The parties agree that they with respect to any dispYrte arising �rom or
relating to this Agreement shall be decided ihrough arbitration under the Rules of the
American Arbitration Association, which shall be held in Pinellas County, Florida.
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E. CHOICE UF LAW - This Agreement shall be governed by the laws of the State of
Florida. Any dispute arising frorn or relating to this Agreement shall be decided in the
courts located in Pinellas County, Florida.
F. WAIVER �F .TURY TR�AL - The parties agree that they both waive any riglit to a jury
trial with respect to any dispute arising from or relating to this Agreernent.
G. CONTACT INFORMATION — The primary point of contact during the contract period
shall be designated in writing to the other party.
7. INSURANCE AND BOND - The Company shall maintain Worker's Compensation
Insurance which shall fully comply with the statutory requirements of all applicable slate and f�deral
laws and Em.ployecs' Liability Insurance with limits of $500,000 per accident for Bodily :lnjury a.n.d .
$500,000 per employee/aggregate and Cornmercial General Liability Insurance with a minium
combined single limit of liability of $1,OOO,U00 per occurrence per location and $2,�00,000 aggregate
for bodily injury and/or death and/or properiy damage and/or personal injury. Tlus policy sl�all
include products, completed operations coverage, and Broad Form Contractual Insurance specircally
covering this Agreement.
Cornpany shall be responsible for loss to Client caused directly or indirectly by Cornpany arid
Company shall maintain Fidelity Bond coverage for the dishonest acts of its employees in a minimum
amount of $1,000,000.
$. NOTICES - Whenever, under tliis A.greement, one party is required to give notice to the
otlier, such notice shall be deemed given, if mailed by United States mail, registered or certiPied mail,
return receipt requested, postage prepaid and addressed as shown below. Either parCy may at arry tirne
change its address for notifiication purposes by rnailing as aPoresaid a noticc stating tlle change a�1d
setting forth the new address.
Client
CompanV
City of Clearwater Intuition Systams, Inc. .D[3A l3ill2l�ay
Attn Director of Custorner Service 47�0 14�"1 Ave. N. Suite 106
P.O. Box 4748 Clearwnter, Fl 33762
Clearwater, Fl 33758-4748
9. FORCE MAJEURE - Suspension of Operations. Neither party shall be liable for darnages
for delay in Services herein arising out ofi causes beyond its cantrol and without its fault or negligence,
including, but not limited to, acts of God or of the public enemy, acts of tl�e government, fareign c7r
domestic terrorists, fres, floods, epidemics, strikes, labor disturbances or ireighl embargoes (but not
including delays caused by subcontractors or suppliers), provided that, in the case of Company,
Company shall within four (4) hours from the beginning of such delay, notify Client of the cause of
delay and Company's contingency plant to cure such delay; however, if a delay exceeds a total of five
(5) days, Client may immediately with necessity of further notice, terminate this �greement. Further,
where Company is prevented from praviding the Services due to a cause listed i.n this paragraph,
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Company shall use its best efforts to resume Services as soon as sucli cause ends.
�n Witness whereof, the parties hereto have executed th is Agreement as ofthe day, month and year
first above written, by the undersi�ned oificers' thereunto duly au'tharized.
Lntuition Systeins, Inc. DBA Bi112Pay
By:
Printed: Tris Kraft
Title: Directoc of Payment Services
Date: � p'�/,f�� O//
Countersigned:
CITY OF CLEARWATER, FLOFtIDA
, Q
gY� -�.__ �
W� Ham B. Horne TI
City Manager
Attest:
Camilo A. Sota. Rosemarie Call
Assistant City Attorney City Clerk
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Exhibit A
Company agrees to provide remittance processing and other enumerated relateci servir.es for Client in
accordance with the procedures listed below and procedures document in the attached Lockbox
Information 5heet(s).
1. A Post Offce caller service box will be opened at the Tampa Regional �irport T'ost Office facility in
Taxnpa, Flarida. The actual post office box will be in the name of and owned by Client and Client will
grant Company exchisive use of the post office bax for the term that this A�reernent is in effect. Mail
addressed to the box will be picked up each Company business day (:LVlonday through Saturday), opened
and the envelope contents reviewed and processed in accordance with the terms of the Agreement.
2. Campany will open all mail and prepare the remittance coupons and payment checks for processing.
Campany shall not process those items documented in the Lockbox Infonnation SheEt not to be processed.
Unless otherwise agre�d u�on, all processed checks will be endorsed:
Deposit ta the Account of�
Client Accaunt Number
Client Name
3. Company is hereby authorized to accepC for deposit into Client demand deposit accounts at Clients Bank
all checks, drafts and other items made payable to or endorsed in fiavor of the Client or a reasonable
variation thereof.. Client has designated their demand deposit accounts to be �►sed by Cpmpany for lockbox
deposits and adjustments hereunder. T'he funds associated with the Client will be deposited into the
dernand deposit account on the date that such checks and remittance coupons are processed by Company,
or the next business banking day when such items ara processed on a Saturday, Sunday or holiday.
4. Company will deliver by courier to Client on the same day the check and remittance �n�il is apened and
processed such documents together with iterns not processed for reasons set fortl� in tlie Lockbox
Information Sheet or Exhibit B. This delivery will include daily hard copy reports, all processed
remittances, correspondence, and a copy of the d�posit slip as defined by the Client.
5. Company �vill maintain an image record of all iterns, checks and remittance coupons, which are
processed by Company for a period of one (1) year. Upon request, copies of payment records, or those
maintained digitally or on CD, will be sent to Client within 5 days of the request.
6. Tf the handwritten amount on a paymenC diifers From the numeric amount, the amount, which agrees to
the invoice, will be accepted.
7. Client will notify Company at least sixty (60) days in advance of any change in the form of its customer
payments, invoices, and envelopes or in the regular monthly mailing schedule of such documents.
8. �;or the purposes of ensuriz�g that the processing of payment data is timely to the Client, the Company
has established production deadlines far all standard payments received by 6:00 AM EST, Monday —
Saturday, except during scheduled holidays. ln the event the Company suffers hardware failure or any
other condition beyond their control, the work will be cut off early to ensure a deposit is posted each day.
Intuition Systems, inc. DBA Bi112Pay City of Clearwater
Tnitial
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