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Home My WebLink About#5216 NAYAX Clearing Agreement RESOLUTION NO. 5216 A RESOLUTION APPROVING A CLEARING AGREEMENT WITH NAYAX LLC PERTAINING TO THE CREDIT CARD READER FOR THE BULK WATER MACHINE LOCATED AT THE WATER TREATMENT PLANT. WHEREAS,the City Council of the City of Canton has determined that it is necessary and" in the best interest of the City to enter into a Service Agreement with NAYAX LLC; WHEREAS,NAYAX LLC will provide a credit card machine and services related thereto, pursuant to the NAYAX Service Agreement,for a credit/debit card processing system at the Water Treatment Plant to utilize in the sale of bulk water; WHEREAS,the City Council of the City of Canton has determined that it is necessary and in the best interest of the City to enter into certain NAYAX Clearing Agreement,attached hereto and incorporated herein as"Exhibit A",which is in connection with the NAYAX Service Agreement with NAYAX LLC and will provide for clearing processing services and credit card transaction processing services to the City of Canton. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS: 1. That the Agreements attached hereto and incorporated herein as"Exhibit A" are hereby approved by the Canton City Council. 2. That the Mayor, or his designee, and the City Clerk of the City of Canton, Illinois, are hereby authorized and directed to execute the Clearing Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois, and approval by the Mayor thereof. PASSED by the City Council of the City of Canton,Illinois, at a regular meeting this 17th day of December, 2019, upon a roll call vote as follows: AYES: Aldermen Ryan Mayhew, Quin Mayhew,John Lovell, Craig West,Angela Hale, Jeff Fritz NAYS: None ABSENT: Aldermen Justin Nelson,Angela Lingenfelter ABSTAIN: None APPROVED: ly, M kent Mc ow 11,Mayor AT T: Diana Pavley-Rock, City Clerk IF NAYAX- Attending to the Unattended- Welcome to Nayax Dear Valued Nayax Customer, Congratulations on implementing the Nayax Cashless and Remote Monitoring Solution! This solution will allow you to accept the majority of major credit cards and debit cards on your card reader. Our goal is to provide you with a smooth'and seamless implementation. Your funds are transferred via EFT/ACH within two weeks after we have received a completed copy of the attached Schedule 2 "Direct Deposit(ACH) Agreement Form" and a voided check. Deposits are made every Friday for'cashless sales from the previous Friday to Thursday period, net the related processing fee and monthly service fee,when applicable. A reimbursement statement reflecting these details will be emailed to you by the following Monday. If your net sales are less than$5,the balance will be carried over to the following period. The Nayax monthly service fees will be deducted from the second deposit of the month. The related monthly service fee invoice will be sent to you for your records, but no action will be required. All hardware sales are payable by check or credit card,kept on file, depending on which payment terms have been selected on the attached Schedule 1 "Fee Agreement Form". In order to-begin receiving your funds via ACH, please fill out the attached Schedule 2 "Direct Deposit(ACH) Agreement Form"and scan/email to finance-us@nayax.com(subject:ACH form) Please attach a voided check when you send us your completed "Direct Deposit (ACH) Agreement Form" Please do not hesitate to contact us with any questions at: finance-us@nayax.com 410-666-3800 We look forward to beginning our joint partnership together,which will help to grow your business. Best Regards, Nayax Group Finance Department Nayax I Executive Plaza 1, 11350 McCormick Rd,Ste 1004, Hunt Valley MD,21031 410-666-3800 us(cDnayax.com IF NAYAX Attending to the Unattended Exhibit A NAYAX Clearing Agreement Company: City Of Canton (the"Customer") WHEREAS,NAYAX LLC("NAYAX")has sold to the Customer a NAYAX remote unit(such unit,a"NAYAX Unit")enabled to connect to NAYAX's central server;and WHEREAS,concurrently with the execution of this agreement,the Customer has executed the Nayax Service Agreement("Service Agreement"); NOW,THEREFORE,the parties have agreed as follows: 1. Clearing Processing Services—NAYAX hereby agrees to provide to the Customer with certain cashless financial services utilizing the NAYAX unique telemetry cashless payment platform, solely in connection with the Customer's vending equipment that is equipped with a NAYAX Unit enabled to connect to NAYAX's Central Server("Equipment").Customer acknowledges and agrees that(a)some or all of the services provided by NAYAX hereunder may be performed by another member of the NAYAX group of companies on behalf of NAYAX, and (b) in providing processing and clearing services hereunder NAYAX is acting as agent of Heartland payment systems and reference to NAYAX performing such services hereunder shall be understood in such light. 2. Credit Card Transaction Processing Services&Associated Fees—the Customer hereby appoints NAYAX as sole and exclusive agent on behalf of the Customer, in connection with the processing of all card transactions (including but not limited to transactions via credit, debit and prepaid cards) in connection with the Equipment. With respect to each transaction, the Customer shall pay such processing fee (consisting of a percentage of the applicable gross and convenience fee of cashless revenue) as specified in Schedule 1 attached hereto in addition to any applicable VAT, sales tax, use tax or similar tax (the "Processing Fee"). NAYAX shall be entitled to change the Processing Fee on 30 days prior written notice to the Customer, provided that upon receipt of such notice the Customer may,within such 30 days period,terminate this Agreement by written notice to NAYAX without liability therefor. 3. Pre-Authorization—The Customer agrees that for each cashless transactions,the relevant card will be submitted to the card processorfor card validation and transaction authorization.The Customer acknowledges that the card processor may decline any such transaction and that in such case NAYAX shall not continue with the clearing of the transaction. 4. Allocation of Risk—The Customer agrees that with respect to any transaction that clears but is subsequently declined by the card processor for non-sufficient funds or other reasons outside the control of NAYAX, the risk of the associated loss of vended product,settlement funds, Processing Fee or any other fee related to such transaction shall be assumed in its entirety by the Customer. NAYAX may deduct any relevant amounts from the amount of net revenues to be tendered to the Customer on a monthly basis,or may charge the Customer separately therefor. 5. Settlement and Payment of Processing Fee—NAYAX shall render a weekly statement to the Customer during the term of this Agreement. Such statement shall detail the net revenues resulting from the processing of transactions from the use of the Equipment and due to the Customer.Every week,NAYAX shall pay the Customer such net revenues,less(a)the amount of any refunds, (b) the Processing Fee, (c) any chargeback from the credit card processor, (d) any amounts incurred for fraudulent transactions,(e)any relevant bank charges,(f)any amounts required to be withheld by NAYAX pursuant to law and(g)any other amounts due to NAYAX, including but not limited to any accounts receivable to NAYAX, activation fees,fees under the Service Agreement,or the processor hereunder or by law.The Customer acknowledges and agrees that the aforesaid statement may be rendered to it by the member of the NAYAX group of companies performing the services on behalf of NAYAX,and that in such . case all references to NAYAX in this Section shall be deemed to refer to such entity. 6. General-the provisions of Sections 3-15 of the Service Agreement shall be deemed incorporated herein by reference. Attachments: Schedule 1—Fee Agreement Form Schedule 2-Direct Deposit(ACH)Agreement Form SIGNATURE PRINTED NAME DAVE E Nayax I Executive Plaza 1, 11350 McCormick Rd,Ste 1004, Hunt Valley MD,210311410-666-3800 1 usOnavax.com NAYAX Attending to the Unattended. Schedule 1 FEE AGREEMENT FORM Contact Information Please fill in all relevant information below,and let us know of any changes to your contact information in the future. Company Name: -City of Canton Customer#(internal use): SHIP TO Contact Name: -Crystal Wilkinson Address: -2 N Main St City: -Canton State: -IL Zip Code: -61520 Phone Number: -309-647-6691 Fax Number: -309-647-1310 Email: -cwilkinson@cantoncityhall.org BILL TO(if different) Contact Name: -City of Canton Water Plant Address: -2 N Main St City: -Canton State: -IL Zip Code: -61520 Phone Number: -309-647-0060 7tFxNumber: Email: -chale@cantonciiyhall.org **Type of Product/Service Being Bulk Water Sold from your machine: Fees and Terms(NAYAX TO FILL OUT ONLY) Payment Terms(if not reimbursed by Nayax)*: ❑NET30(Check) ❑ CC(Auto Pay) Payment Terms(if reimbursed by Nayax)**: ® Offset/NET30 ❑ Offset/CC Reimbursement Processing Fee(if applicable): 3%+$.20 per swipe Activation Fee(per device): $ 0.00 1)Billing Plan: Cashless/Telemeter-10-19 Monthly Fee: $ 9.95 2)Billing Plan: Monthly Fee: $ 3)Billing Plan: Monthly Fee: $ Nayax I Executive Plaza 1,11350 McCormick Rd,Ste 1004, Hunt Valley MD,210311410-666-3800 us@nayax.com IF NAY,AX Attending to the.Unattended Shipping Method: Shipping Terms: *Payment Term descriptions for customers not reimbursed by Nayax:Net30-all invoices(for hardware,activation fees and monthly service fees) are due within 30 days of receipt by check or EFT;CC-all invoices(for hardware,activation fees and monthly service fees)are automatically paid by credit card,kept on file,on date of invoice(credit card service fee may apply) **Payment Term descriptions for customers reimbursed weekly by Nayax(must also complete the attached Schedule2-Direct Deposit Agreement Form and include a voided check):Offset/Net30-activation and monthly service fee invoices are automatically offset from weekly reimbursements once a month and all hardware invoices are due within 30 days of receipt by check or EFT;Offset/CC-activation and monthly service fee invoices are automatically offset from weekly reimbursements once a month and all hardware invoices are automatically paid by credit card,kept on file,on date of invoice(credit card service fee may apply) Credit Card Information All customers are required to provide credit card information.This is in lieu of a credit check and deposit. Credit Cards are only charged if a customer's terms are selected as either Credit Card(CC) or Offset/CC above,or if there is an outstanding balance greater than 120 days, in which case you will be notified prior to any charges being made. Card Number: Card Type: Name on Card: Exp.Date: Address(if different from above): City: T State: Zip Code: Customer Declaration I HEAREBY REPRESENT TO NAYAX THAT I AM AUTHORIZED AND EMPOWERED TO ENTER INTO THIS AGREEMENT ON THE COMPANY'S BEHALF AND TO RECEIVE NOTICES ON BEHALF OF THE COMPANY. I HERETO AGREE TO BE LEGALLY BOUND AND HAVE EXECUTED THIS AGREEMENT BY THE AUTHORIZED REPRESENTATIVE,THE SIGNATURE OF WHICH IS SET FORTH BELOW. �' SIGNATURE PRINTED NAME DATE TITLE Nayax I Executive Plaza 1, 11350 McCormick Rd,Ste 1004, Hunt Valley MD,21031 410-666-3800 1 us@navax.com IF NAY,AX Attending to the Unattended Schedule 2 DIRECT DEPOSIT (ACH) AGREEMENT FORM Authorization Agreement I (BELOW NAME AND SIGNATURE) HEREBY AUTHORIZE NAYAX AND ITS DESIGNATED FINANCIAL AGENTS TO INITIATE ELECTRONIC FUNDS TRANSFER OF PAYMENTS AS GOVERNED BY THE(NACHA) RULES.THE AUTHORIZATION OF DIRECT CREDIT(DEPOSITS)OR DEBIT(WITHDRAWALS) IS TO REMAIN IN EFFECT UNTIL NAYAX RECEIVES 10-DAY WRITTEN NOTIFICATION OF TERMINATION FROM AN OFFICIAL AGENT OF YOUR COMPANY.ANY CHANGES TO THE INFORMATION PROVIDED BELOW MUST BE SUBMITTED BY AN OFFICIAL AGENT OF YOUR COMPANY AND BE PROVIDED ON AN UPDATED AND SIGNED SCHEDULE 2"DIRECT DEPOSIT(ACH) FORM". A VOIDED CHECK NEEDS TO ACCOMPANY THIS FORM. PLEASE EMAILTHIS SIGNED AND COMPLETED FORM AND VOIDED CHECK TO:finanCe- usgnayax.com,onboarding-na@navax.com OR FAX TO: 1-888-258-7040. Company Information Company Name: -City of Canton Customer#(internal use): Finance Contact Name: -Crystal Wilkinson Address: -2 N Main St City: -Canton State: -1 Zip Code: -61520 Phone Number: -309-647-6691 Fax Number: Email to send reimbursement statements(up to 5 emails): Rank information Name of Financial Institution: -Bank of Farmington Name on Account: -City of Canton Routing Number(9 digits): - 071105882 Account Number: -701416 Account Type: ❑X Checking ❑ Saving BY PLACING MY SIGNATURE BELOW, I HEREBY DECLARE AND REPRESENT TO NAYAX THAT I AM AUTHORIZED AND EMPOWERED TO BIND MY COMPANY AND ACCEPT THE BINDING TERMS AND CONDITIONS ON MY BEHALF OF MY COMPANY, LISTED ABOVE. lyson SIGNATURE RINTED NAME DATE TITLE Nayax I Executive Plaza 1, 11350 McCormick Rd,Ste 1004, Hunt Valley MD,210311410-666-3800 1 us@navax.com