Services Agreement - US Audiotex LLC and NOVUS Services Inc.
[logo]
USAudiotex
COMPUTERS THAT SPEAK FOR THEMSELVES
November 30, 1998
Group Vice President
Government Relations
NOVUS SERVICES, INC.
2500 Lake Cook Road 2W
Riverwoods, IL 60015
Dear Kevin:
Per our discussion concerning the contract with the California Franchise Tax
Board(FTB), all references to NOVUS providing JVR services and assuming JVR
responsibilities are services and responsibilities of US Audiotex, LLC.
Specifically, US Audiotex will provide those services and perform those
functions that are delineated in Riders A, B and C of MSA DGS OFA-NOVUS,
Contract #C9818802.
US Audiotex will be responsible for paying the NOVUS SERVICES, INC. discount
rate (as documented in the MSA) and MasterCard's discount rate of 1.91% on a
monthly basis directly to NOVUS in the same way we currently process accounts.
US Audiotex will be responsible for providing American Express directly to the
FTB.
We both realize that there are additional details; however, it is understood
that it is both parties intent to process this client under the same business
practices that we currently have in place.
Kevin, I'm confident that this is going to be as great project for both of our
organizations.
Sincerely,
/s/ Ken Stearn
Ken Stern
President
Centerpoint Building . 18 Crow Canyon Court . Suite 300 . San Ramon, CA 94583
Tel. (925)838-7996 . Fax (925)838-4395 . Web Site http://www.usaudiotex.com
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NOVUS Services, Inc./First Data Merchant Services (FDMS) C9818802
RIDER A
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The following changes to MSA DGS OFA-NOVUS, are hereby incorporated in Contract
#C9818802
1. Section 6.10 - Pricing Information, does not apply. Refer to Rider A.
2. Section 7.23 - Payment Terms and Penalties, does not apply.
The following language is hereby incorporated into Contract #C9818802.
1. Novus shall provide an electronic credit card program accepting MasterCard,
Discover and American Express. In addition, NOVUS shall be able to add the
acceptance of VISA, if the credit card company approves of the program.
. NOVUS shall settle the card transactions to the appropriate card
associations, card networks and card issuers.
. NOVUS shall pay FTB the cardholder's transaction amount less the
convenience pay charged for use of NOVUS's systems.
. NOVUS shall provide processing services, including all equipment and
software, for purposes of accepting various card as agreed by both
parties. NOVUS shall process payments of fees, taxes and/or other
obligations owed to FTB.
. NOVUS shall electronically transmit all card transactions to the
designated processing center in real time as the transactions occur.
The system will balance and reconcile each day's electronically-
captured transactions on a daily basis. The system, when necessary as
a result of such reconciliation, will process all appropriate
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adjustments.
. NOVUS shall route FTB funds to FTB bank account via ACH transactions
for MasterCard, Discover and American Express transactions. [See Rider
C]
. NOVUS shall charge the cardholder a convenience fee for the use of the
IVR system. (See Rider B, Convenience Fee Chart). The fee shall be
charged to the cardholder as a separate transaction at the same time
as the corresponding payment to FTB.
. NOVUS shall provide all services at no cost to FTB and shall pay all
card processing fees on behalf of FTB. All expenses associated with
MasterCard, Discover and American Express shall be paid by NOVUS.
2. NOVUS shall conduct complete (all-around) testing by December 14, 1998, and
shall implement the electronic credit card program by January 4,1999.
3. NOVUS shall provide a fully-automated, external Interactive Voice Response
(IVR) telephone system which shall be available for cardholders to pay their
Franchise Tax Board (FTB) bills by credit card 7 days a week, 24 hours a day.
This system shall be supplied and maintained by the vendor. Backup procedures
and disaster recovery program for cardholder_calls shall be in accordance with
DGS MSA 0FA-NOVUS, Section 11.4.
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4. NOVUS shall provide a call volume capacity to accommodate the needs of FTB
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and will monitor usage during the contract period, adding capacity as volumes
increase at no cost to FTB.
5. NOVUS shall have a secured Internet Payment option should FTB expand to
Internet credit card payments.
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<PAGE>
NOVUS Services, Inc./First Data Merchant Services (FDMS) C9818802
RIDER A
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6. NOVUS shall have a built-in method to fully duplicate the entire script in
multiple languages at no additional cost to FTB.
7. NOVUS shall guarantee that its systems (hardware and software) are Y2K
compliant
8. NOVUS shall pay all credit card and bank fees, including chargeback fees.
FTB shall bear no vendor costs for the electronic credit card program.
9. NOVUS shall cause the Cardholder's credit card bill to describe a payment to
FTB as "State of California FTB" and to describe a convenience fee payment
as "Payment Processing Fee."
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10. NOVUS shall provide written notification to FTB at least 30 days prior to an
increase or decrease of the convenience fee charged to the cardholder.
11. NOVUS shall provide a toll-free number with a unique jurisdictional code
exclusively for credit cardholders to charge their payments to the FTB.
12. NOVUS shall provide an IVR prompt which allows the cardholder to obtain
convenience fee information. The cardholder shall not be charged for this
call unless the call is completed with a credit card payment to FTB. NOVUS
shall refer all cardholder calls regarding credit card issues to the
cardholder's issuing bank.
13. NOVUS shall not deny a credit card payment based on a chargeback to or from
NOVUS's ANI file.
14. FTB shall dial into NOVUS' data center to retrieve entity validation and
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payment file data.
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15. Information Confidentiality and Security: NOVUS shall adhere to the security
and disclosure requirements of the FTB. NOVUS and its employees are
considered agents of FTB only for confidential data purposes and shall be
liable under the State and Federal statues for unauthorized disclosures.
16. NOVUS shall not intermingle FTB taxpayer information with other business
accounts.
17. NOVUS shall utilize Asynchronous Communication for the payment file data and
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encrypt the file with PKZIP encryption software.
18. NOVUS shall provide the payment file in a form and manner approved by FTB.
19. Any file layout changes shall be made upon mutual agreement of NOVUS and
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FTB.
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20. NOVUS shall provide at a minimum the following information in the Payment
File:
. Taxpayer's account number (TPID),
. name control (first 4 letters of the taxpayer's last name),
. tax year,
. payment amount,
. telephone number (from where the cardholder made the credit card
transaction),
. home telephone number,
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. date and time of the transaction, and
. authorization code.
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Page 2
<PAGE>
NOVUS Services, Inc./First Data Merchant Services (FDMS) C9818802
RIDER A
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21. NOVUS shall retain storage and retrieval of credit card transactions for a
minimum of 36 months from the transaction date. NOVUS shall retransmit the
file in the event of an unsuccessful transmission or upon request of FTB.
22. NOVUS shall not charge a fee for any of the reports (including custom
reports) requested by and/or provided to FTB.
23. FTB shall receive a daily report of cardholder credit card hang-ups showing
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at what point in the script the hang-up occurred and reserves the right to
have script changes made to eliminate the problem. If FTB wants to change a
previously approved script, the change shall be made within 72 hours after
review and testing requirements have been met.
24. The script shall utilize a key-pad delivery system for name control, subject
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to FTB approval.
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25. NOVUS shall provide a toll-free number that will allow FTB to verify an
electronic payment immediately in order to stop an imminent collection
activity.
26. FTB has final approval of any marketing done by NOVUS that references
services provided to or for FTB or California taxpayers.
27. FTB shall obtain prior written approval from NOVUS before including any card
specific logos or marks in any signs or any printed or broadcast materials.
28. FTB shall be responsible for all promotion and advertising of the card
payment program.
29. FTB shall either provide an insert describing the card payment option in
applicable bill notices or print the system's telephone number on all
applicable bill notices.
30. NOVUS shall have the right, at any time, to process chargebacks according to
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the NOVUS operating regulations by deducting the amount in question from
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future payments that NOVUS would otherwise owe FTB. If the settlement amount
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is less than the chargeback amount, NOVUS shall invoice FTB for the
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chargeback amount. NOVUS shall only charge FTB the original amount of the
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card transaction that was originally paid to FTB. NOVUS shall be responsible
for the convenience fees and any service fees related to the charged back
card transaction, excluding FTB's bank fees, if any, FTB shall pay such
invoices without delay, and within 30 calendar days from the date of
invoice.
31. This Agreement shall commence on the December 11, 1998. Either party (NOVUS
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or FTB) shall have the right to terminate the contract upon 30 days written
notice to the other.
a. Cardholder - The person whose name is embossed on the credit card and who
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makes a credit card payment to the Franchise Tax Board.
b. FTB - The Franchise Tax Board
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c. NOVUS - NOVUS Services, Inc./First Data Merchant Services (FDMS)
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<PAGE>
NOVUS Services, Inc./First Data Merchant Services (FDMS) C9818802
RIDER B
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The following additions, deletions and/or changes to DGS MSA OFA-NOVUS are
hereby incorporated.
Convenience Fee Chart*
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Payment Amount Convenience
Fee
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$1 - 99.99 $3
$100 - 199.99 $6
$200 - 399.99 $11
$400 - 699.99 $16
$700 - 799.99 $19
$800 - 1099.99 $25
$1100 - 1599.99 $35
$1600 - 2299.99 $49
$2300 - 3099.99 $68
$3100 - 3999.99 $87
$4000 - 4999.99 $109
$5000 - 6099.99 $133
$6100 - 7299.99 $159
$7300 - 8599.99 $187
$8600 - 9999.99 $218
$10,000 - 11,999.99 $262
$12,000 - 14,999.99 $329
$15,000 - 19,999.99 $437
$20,000 - 24,999.99 $547
$25,000 - 29,999.99 $656
$30,000 - 34,999.99 $767
$35,000 - 39,999.99 $876
$40,000 - 44,999.99 $985
$45,000 - 49,999.99 $1,095
$50,000 - 54,999.99 $1,204
$55,000 - 59,999.99 $1,314
$60,000 - 64,999.99 $1,423
$65,000 - 69,999.99 $1,533
$70,000 - 74,999.99 $1,650
$75,000 - 79,999.99 $1,760
$80,000 - 84,999.99 $1,870
$85,000 - 89,999.99 $1,980
$90,000 - 94,999.99 $2,090
$95,000 - 99,999.99 $2,200
* Participating cards: American Express, MasterCard, and NOVUS/Discover
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NOVUS Services, Inc./First Data Merchant Services (FDMS) C9818802
RIDER C
Discover/MasterCard Merchant Settlement
Daily Wire Transfer
NOVUS/FDMS Transaction Transactions Discover/MasterCard Wire Transfer Wired Funds
Deposited on Transmitted for (Into Bank) Sent Deposited in
Settlement Day Settlement Funding Received Merchant's Acct
=========================================================================================================================
Sunday 12:00 PM PST Monday Tuesday Tuesday Tuesday
Monday 12:00 PM PST Tuesday Wednesday Wednesday Wednesday
Tuesday 12:00 PM PST Wednesday Thursday Thursday Thursday
Wednesday 12:00 PM PST Thursday Friday Friday Friday
Thursday 12:00 PM PST Friday Monday Monday Monday
Friday 12:00 PM PST Saturday Tuesday Tuesday Tuesday
Saturday 12:00 PM PST Sunday Tuesday Tuesday Tuesday
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Note:
** Settlement of American Express payments requires one additional day for
processing
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Discover/MasterCard Merchant Settlement
Daily ACH
NOVUS/FDMS Transaction Transactions Made Discover/MasterCard ACH Transfer ACH Deposited
Day Before 12:00 noon PST Funding Received Sent* in Merchant's
Account*
===============================================================================================================
Sunday 12:00 PM PST Monday Tuesday Tuesday Wednesday
Monday 12:00 PM PST Monday Tuesday Tuesday Wednesday
Tuesday 12:00 PM PST Tuesday Wednesday Wednesday Thursday
Wednesday 12:00 PM PST Wednesday Thursday Thursday Friday
Thursday 12:00 PM PST Thursday Friday Friday Monday
Friday 12:00 PM PST Friday Monday Monday Tuesday
Saturday 12:00 PM PST Monday Tuesday Tuesday Wednesday
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Note:
* Settlement of American Express payments requires one additional day for
processing.
NOVUS/FDMS Payment File Transfer
Day of Credit Card Time of Transaction Day FTB Can Access FTB's
Transaction File by 2:00 PM PST
=======================================================================================
Sunday Anytime Monday
Monday Before 12:00 PM PST Monday
Monday 12:00 PM PST or later Tuesday
Tuesday Before 12:00 PM PST Tuesday
Tuesday 12:00 PM PST or later Wednesday
Wednesday Before 12:00 PM PST Wednesday
Wednesday 12:00 PM PST or later Thursday
Thursday Before 12:00 PM PST Thursday
Thursday 12:00 PM PST or later Friday
Friday Before 12:00 PM PST Friday
Friday 12:00 PM PST or later Monday
Saturday Anytime Monday
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Page 6
<PAGE>
AGREEMENT FOR AMERICAN EXPRESS /R/ CARD ACCEPTANCE
This agreement (Agreement) applies to your acceptance of American Express /R/
Cards for payment of tax obligations to the Internal Revenue Service (IRS)
through your IVR System and for the collection of Convenience Fees (as defined
below). The words we, our, us, and American Express mean American Express Travel
Related Services Company, Inc. and its subsidiaries, affiliates and licensees
that issue Cards. You and your mean U.S. Audiotex, LLC. American Express Card
or Card shall mean any card or account access device issued by American Express
Travel Related Services Company, Inc. or its subsidiaries or affiliates or its
or their licensees, bearing the American Express name or an American Express
trademark, service mark or logo. Cardmember means the person whose name is
embossed on the face of the card. Payments or purchases made with the Card are
Charges.
You agree to accept the Card under the terms and conditions of this Agreement at
all your locations in the United States, Canada, the U.S. Virgin Islands and
Puerto Rico for payment of tax obligations to the IRS (except as noted below)
and for related Convenience Fees. Each location or method of conducting sales is
an Establishment.
The pricing information regarding what you charge Cardmembers for the
convenience/service of charging payments of tax obligations to the IRS via the
telephone is found in Exhibit A attached hereto. For purposes of this
Agreement, such charges shall be known as Convenience Fees. Convenience Fees
are strictly confidential and may not be disclosed to any third party without
your prior written consent. You shall not discriminate against any Cardmember by
charging him/her a higher Convenience Service Fee than you would charge a holder
of another charge, credit or debit card.
CARD ACCEPTANCE PROCEDURES
Procedures for Card acceptance are set forth below. You agree to comply with
any changes in these procedures within thirty (30) days' written notice from
us.
Charge Records
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For every Charge you agree to create a record of Charge (Charge Record) or an
electronic reproducible record containing: 1) the Card account number and
expiration date via an imprinter, Card swipe device or data entry device; 2) the
date the Charge was incurred; 3) the amount of the Charge, which must be the
total amount of the payments on the Card; 4) the Authorization approval code
number; 5) a mutually acceptable description of the payments made; 6) an imprint
or other registration of your name, address, Establishment number and/or your
store number; and 7) the words "No Refunds" if you have a No Refund policy.
If the Cardmember denies authorizing such a Charge, we will have the right to
Full Recourse for such Charge.
Authorization
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You agree to obtain an authorization approval code number form us as described
below (Authorization). Each Authorization request must be for the total amount
of payments. Authorization is not a guarantee that we will accept the Charge
without Full Recourse, nor is it a guarantee that the person making the Charge
is the Cardmember.
You agree to obtain Authorization for every Charge regardless of amount and at
the time the Charge is incurred. If your terminal is unable to reach our
computer authorization system for Authorization, you agree to obtain
Authorization for all Charges by calling us at our authorization telephone
number. You shall be charged 65 cents for each Charge for which you request
authorization by telephone. We retain the right to change the amount we charge
to you for requesting Authorization by telephone at any time.
Credits
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When you give a refund for a payment made with a Card, you must credit that Card
account (Credit). You must create a record of Credit (Credit Record) and submit
the Credit to us within seven (7) days of determining the Credit is due. We
will debit the full amount of the Credit from the applicable Account (as defined
in this Agreement). If we are unable to debit such amount, you must pay us
promptly upon
<PAGE>
receipt of our invoice. You agree to issue Credits only for Charges made with
the Card. You agree not to give a cash refund for payments made with the Card.
Refunds
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Your refund policy for payments made with the Card must be at least as favorable
as your refund policy for payments made with any other form of payment. You
agree to disclose your refund policy to Cardmembers at the time of the payment
and in a manner that complies with applicable law.
Submission and Acceptance of Charges and Credits
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You agree to submit all Charges to us within seven (7) days of the date they are
incurred. You agree to submit Credits as described above in "Credits." Charges
and Credits will be deemed accepted on a given business day if received and
processed before our close of business for that day at the location we
designate. You agree not to submit Charges or Credits on behalf of any other
entity.
You warrant that all indebtedness arising from Charges that you submit is
genuine and free of any liens, claims or encumbrances. You acknowledge that you
have no right to bill and/or collect from any Cardmember for any payment made
with the Card; provided, however, that you may bill and/or collect from a
Cardmember with respect to a Charge in the event that we have exercised our
right to Full Recourse with respect to such Charge and you have the legal right
to bill and/or collect from such Cardmember for such Charge.
When you submit Charges and Credits electronically (Charge Date), you agree to
do so over communications lines or via magnetic tape in machine-readable format
(Transmission). Even if you transmit Charge Data electronically you agree to
still create and retain electronically reproducible Charge Records and Credit
Records.
In the event that you submit Charges and Credits on paper, you agree to submit
Charge Records and Credit Records on forms approved by us and in accordance with
the instructions we provide and containing the information we require, including
but not limited to the Establishment number we assign to you.
Transmissions must comply with the specifications we provide and must contain
information required by us, including, but not limited to the Establishment
number we assign to you and a description of the payments made which is
acceptable to us. At our request you agree to place additional, less or
differently formatted information on Transmissions within thirty (30) days
written notice from us. We are not obligated to accept any Transmission that
does not comply with our requirements.
Processors
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You may retain, at your expense, a third party approved by us (Processor) for
obtaining Authorizations and/or submitting Charge Data. You, and not American
Express, are responsible for any errors, omissions, delays or expenses caused by
your Processor. You agree to provide us with all relevant information we
request about your Processor and you agree to notify us promptly in writing if
you change your Processor.
Document Retention
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For each Charge and/or Credit, you agree to retain the original Charge Record or
Credit Record and all documents evidencing such transaction or reproducible
record thereof, for twenty-four (24) months from the later of the date (i) you
submitted the Charge or the Credit to us or (ii) you have fully delivered the
goods or provided the services purchased. You agree to provide a copy of the
Charge Form or Credit Form and other supporting documents to us within
twenty-five (25) calendar days of our request and you acknowledge that we will
have the right to Full Recourse with respect to any Charge for which you fail to
provide such documents within such time period.
<PAGE>
Honoring Cards
--------------
You agree to honor Cards properly presented in accordance with this Agreement.
When a customer asks what payment methods you accept, you agree to mention the
American Express Card. When a Cardmember makes or requests to make a payment
with the Card, you agree: not to try, in any way, to persuade the Cardmember to
use any other payment method; not to offer to extend credit or charge services
to the Cardmember for that transaction through your own or any other charge,
credit, debit or similar card or service; and not to criticize or
mischaracterize the Card. You agree not to state or publish a preference for
any other charge, credit, debit or similar card or service over the Card. You
agree not to promote the use of any other charge, credit, debit or similar card
or service, more actively than you promote the use of the Card.
You agree to display American Express signs, decals and other identification (as
applicable) prominently at all locations of the IRS and to display prominently
AMerican Express identification in your marketing materials, to the same extent
that you display/provide such identification for other cards.
PAYMENT
We will pay you, or designated bank account(s), in United States Dollars for the
face amount of Charges you submit for payment of tax obligations to the IRS, and
for Convenience Fees. We will send payment in accordance with the payment plan
you select. You may not receive payment on behalf of any other entity. You are
solely responsible for payment to the IRS for any and all Charges and/or
payments of tax obligations to the IRS and/or amounts paid to the designated
bank account referenced above. We shall have no obligation to make any payments
to the IRS.
Discount Rate
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The Discount is the amount we charge you for accepting the Card for payment of
tax obligations to the IRS and for Convenience Fees. The initial Discount rate
is 2.20%. Effective every April 1st (beginning after your first full calendar
year of Card acceptance) we may adjust the Discount rate. We further have the
right to adjust the Discount rate at any time upon thirty (30) days written
notice to you. However, the Discount rate may not be changed during the period
of January 1 through April 15 of any given calendar year.
Payment Method
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Under the Electronic Pay Program (Electronic Pay), funds are sent electronically
via the Automated Clearing House of the Federal Reserve System (ACH). You must
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designate demand deposit accounts (Accounts) at banks (Banks) that participate
in ACH. You must also provide to us the required information about the Accounts
and the Banks and you must notify the Banks that we may have access to the
Accounts to make payments.
American Express will initiate payment to the Accounts via ACH within two (2)
---
calendar days (excluding Sunday and any Federal Reserve holiday) after we
receive and process your Charges. If payment date falls on a day that our bank
is not open for processing ACH payments, we will initiate payment on the next
day that our bank is open for processing ACH payments. We will not be
responsible for any obligations or liabilities, including but not limited to
incidental or consequential damages over and above the amount of the applicable
debit, credit or adjustment to an Account in the event that any such debit,
credit or adjustment is not honored by a Bank or is improperly applied to an
Account. If payment is made by check, we will charge a fee of 95 cents per
check.
Following the end of any month in which Charges are submitted to us, we may
debit your Account for the total amount of Discount for all Charges which we
received during such month. In addition, we may debit your Account for any
amounts you owe us, including but not limited to amounts subject to Full
Recourse, and for any Credits issued. You must notify your Bank that we may
have access to your Account(s) to debit such Account(s).
<PAGE>
FULL RECOURSE
Full Recourse means that we have the right to payment from you for the full
amount of each Charge subject to such right. We may debit the applicable
Account or you shall pay us promptly upon receipt of our invoice. We shall have
Full Recourse if you do not comply with the terms of this Agreement with respect
to a Charge(s), even if we had notice when we paid you for the Charge(s) that
you did not so comply and even if you obtained Authorization for the Charge(s)
in question. We will also have right to Full Recourse as provided elsewhere in
this Agreement.
DISPUTED CHARGES
If we contact you regarding a claim, complaint, or question about any Charge
(Disputed Charge) you shall respond to us in writing within twenty-five (25)
days after we contact you. We will have Full Recourse for the amount of each
Disputed Charge if, by the end of that time period, you have not provided us
with a written substantive response to our inquiry that addresses all the
aspects of the Cardmember's claim and includes all documentation you should have
relating to the Disputed Charge which enables us to resolve the dispute.
If a Cardmember, despite your reply, continues to withhold payment for such
Disputed Charge and the Cardmember has the right under applicable law to
withhold such payment, we will have the right to Full Recourse for such Charge.
PROHIBITED TRANSACTIONS
You agree not to accept the Card for amounts which do not represent payment of
tax obligations to the IRS or Convenience Fees.
CONFIDENTIALITY
Each party shall keep confidential and not disclose to any third party the terms
of this Agreement and any information it receives from the other party that is
not publicly available.
You agree that the names, addresses and account numbers of Cardmembers are the
sole and exclusive property of American Express. You must not use or disclose
any Cardmember's name, address or account number except as provided in this
Agreement.
TRADEMARKS AND SERVICE MARKS
This Agreement does not give either party any rights in the other party's name,
logo, service marks, trademarks, trade names, taglines or any other proprietary
designation (Marks). No use may be made of either party's Marks without the
prior written permission of that party. Where you mention the Card as a payment
method you agree to use our Marks, but only as described in our logo sheets.
You agree that we may list the name and address of you and your Establishment(s)
in materials containing lists of establishments which accept the Card which we
may publish from time to time.
NOTICES
Unless otherwise notified, you will send all notices to: Notices will be sent to you at:
American Express Travel Related US Audiotex, LLC
Services Company, Inc. -----------------
200 Vesey Street 18 Crow Canyon Ct., Ste. 300
New York, N.Y. 10285 -----------------
Attention: Yvonne DeCicco San Ramon, CA 94583
Attention: Kenneth Stern
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Imperial Bank
2015 Manhattan Beach Blvd.
Redondo Beach, CA 90278
Attention: William Capps
Page 10
<PAGE>
With a copy to:
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American Express Travel Related
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Services Company, Inc.
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200 Vesey Street
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New York, N.Y. 10285
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Attention: General Counsel's Office
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INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other party, its parent,
subsidiaries, affiliates, licensees, successors and assigns from and against any
and all damages, losses, costs and/or expenses, including but not limited to
reasonable attorneys' fees, arising from the indemnifying party's actions or
failure to act in connection with the relationship established by this
Agreement, including but not limited to the breach of this Agreement by the
indemnifying party. You shall also indemnify and hold harmless American
Express, our parent, subsidiaries, affiliates, licensees, successor and assigns
from any and all claims and actions initiated by the IRS.
TERMINATION
The Agreement will commence on the Effective Date and continue for a period of
two (2) years (Initial Term); provided, however, that we may terminate this
Agreement at any time upon thirty (30) days written notice to you.
In the event that you state or publish a preference for any other charge,
credit, debit or similar card or service over the Card, and in addition to any
and all other rights and remedies we may have under this Agreement and/or in law
or in equity, we shall have the right to immediately terminate this Agreement
upon our sending written notice of such termination to you.
You agree that this Agreement is a contract to extend financial accommodations
and that if bankruptcy proceedings or similar proceedings are filed with respect
to your business, this Agreement is automatically terminated. If you cease or
adversely alter your operations, or if you sell all or substantially all of your
assets or stock, or if you become insolvent, or if we receive a disproportionate
number of Cardmember inquiries or complaints relating to Charges at your
Establishments of if we have reasonable cause to believe that you will not be
able to perform all your obligations under this Agreement, then we may, in our
discretion, (i) immediately terminate this Agreement and/or (ii) create a
reserve as security for your obligations to us and withhold payment from you in
an amount no greater, and for a period of time no longer, than necessary to
protect our rights to Full Recourse and to process Credits under this Agreement.
If we create such a reserve pursuant to this paragraph, then we may deduct from
and recoup and offset against such reserve amounts you owe under this Agreement.
You must notify us immediately if any of the above events occur.
Upon termination, you must: 1) remove all American Express identification and
return our materials and equipment immediately; 2) submit any Charges incurred
prior to the termination in accordance with this Agreement; and 3) submit any
Credits relating to these Charges in accordance with the Agreement. Our rights
under the sections entitled "Full Recourse," "Disputed Charges,"
"Confidentiality," "Indemnification" and "Termination" shall survive termination
of this Agreement.
COMPLIANCE WITH LAWS
You represent and warrant that you shall comply with (i) all laws, regulations
and rules applicable to your business and/or (ii) all requirements of the IRA'
Electronic Tax Administration Request for Proposal ("RFP"), the Contract Terms
and Conditions entered between you and the IRS pursuant to the RFP, and all
applicable statutes and regulations with respect to the subject matter thereof.
Inasmuch as this Agreement comtemplates situations in which return information
will be provided by American Express to your personnel, you specifically agree
to comply with RFP Section C.8 "DISCLOSURE OF INFORMATION- CRIMINAL/CIVIL
SANCTIONS (IRSAP 1052.224-71(A)) (DEC 1988) by ensuring
<PAGE>
that each officer and employee of your company receives the notice contained in
that section of the RFP. You represent and warrant to us that you have the
right to collect Convenience Fees from Cardmembers and your collection of such
Convenience Fees does not violate any Federal, state or local law or regulation.
GOVERNING LAW
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS NEGOTIATED, EXECUTED AND
PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.
ASSIGNMENT
You may not assign this Agreement without our prior written consent, except that
you may assign this Agreement to an affiliate of yours which is financially
capable of performing your obligations heredunder and which has been approved by
the IRS to replace you for the program involved. We may assign this Agreement to
our parent corporation and/or any of our subsidiaries or affiliates.
NO WAIVER
Failure to enforce any term or condition of this Agreement shall not be a waiver
of the right to later enforce such term or condition or any other term or
condition on this Agreement.
CHANGING THIS AGREEMENT
Any change(s) to this Agreement must be in writing and must be duly signed by
both parties.
ENTIRE AGREEMENT
This Agreement, along with Exhibit A, is the entire agreement with respect to
the subject matter hereof and supersedes any previous agreement with respect to
the subject matter hereof.
AUTHORITY TO SIGN
Each party represents that the individual who signs this Agreement has authority
to do so and to bind it to the terms and conditions of this Agreement.
AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
BY:
-----------------------
David House
President, Establishment Services
US AUDIOTEX, LLC
-------------------
By: (Signature)
/s/Kenneth Stern
----------------
Name: (Print)
PRESIDENT
----------------
Title (Print)
Effective Date: 1/15/1999
---------------
<PAGE>
U S Audiotex Credit Card Convenience Fee Schedule*
State of New Jersey
(State Income Taxes)
Payment Amount
From To Fees
---- -- ----
0 99.99 $ 3
100 199.99 $ 6
200 399.99 $ 11
400 699.99 $ 16
700 1,099.99 $ 25
1,100 1,599.99 $ 35
1,600 2,299.99 $ 49
2,300 3,099.99 $ 68
3,100 3,999.99 $ 87
4,000 4,999.99 $ 109
5,000 6,099.99 $ 133
6,100 7,299.99 $ 159
7,300 8,599.99 $ 187
8,800 9,999.99 $ 218
10,000 11,999.99 $ 262
12,000 14,999.99 $ 329
15,000 19,999.99 $ 437
20,000 24,999.99 $ 547
25,000 29,999.99 $ 656
30,000 34,999.99 $ 767
35,000 39,999.99 $ 876
40,000 44,999.99 $ 985
45,000 49,999.99 $ 1,095
50,000 54,999.99 $ 1,204
55,000 59,999.99 $ 1,314
60,000 64,999.99 $ 1,423
65,000 69,999.99 $ 1,533
70,000 74,999.99 $ 1,650
75,000 79,999.99 $ 1,760
80,000 84,999.99 $ 1,870
85,000 89,999.99 $ 1,980
90,000 94,999.99 $ 2,090
95,000 99,999.99 $ 2,200
*Participating cards: American Express, MasterCard, and NOVUS/Discover.
<PAGE>
AGREEMENT FOR AMERICAN EXPRESS/R/ CARD ACCEPTANCE
This agreement (Agreement) applies to your acceptance of American Express /R/
Cards on behalf of various state and local governmental entities (Governmental
Entities) through your IVR System. The words we, our, us, and American Express
mean American Express Travel Related Services Company, Inc. and its
subsidiaries, affiliates and licensees that issue Cards. You and your mean the
business entity that signs the signature page of this Agreement. American
Express Card or Card shall mean any card or account access device issued by
American Express Travel Related Services Company, Inc. or its subsidiaries or
affiliates or its or their licensees, bearing the American Express name or an
American Express trademark, service mark or logo. Cardmember means the person
whose name is embossed on the face of the Card. Payments or purchases made with
the Card are Charges.
You agree to accept the Card on behalf of Governmental Entities under the terms
of this Agreement at all your locations in the United States, Canada, the U.S.
Virgin Islands and Puerto Rico in payment for all goods and services sold and
collection of funds (except as noted below). Each location or method of
conducting sales is an Establishment.
You agree that prior to your accepting the Card on behalf of any particular
Governmental Entity, you shall obtain our written approval. Additionally, you
shall notify us, and give us an opportunity to participate in, any meetings you
may have with officials of a Governmental Entity which include discussion
American Express Card acceptance. Furthermore, you shall provide us with pricing
information regarding what you charge Cardmembers for the convenience/service of
charging payments due Governmental Entities via the phone instead of in person.
For purposes of this Agreement, such charges shall be known as Administrative
Service Fees. You shall provide us with your general Administrative Service Fee
pricing structure and the Administrative Service Fee(s) associated with each
Governmental Entity. Administrative Service Fees are strictly confidential and
may not be disclosed to any third party without your prior written consent. You
shall not discriminate against any Cardmember by charging him/her a higher
Administrative Service Fee than you would charge a holder of another charge,
credit or debit card.
CARD ACCEPTANCE PROCEDURES
Procedures for Card acceptance are set forth below. You agree to comply with
any changes in these procedures within thirty (30) days' written notice from us.
Charge Records
--------------
For every Charge you agree to create a record of Charge (Charge Record) or an
electronic reproducible record containing; 1) the Card account number and
expiration date via an imprinter, Card swipe device or data entry device; 2) the
date the Charge was incurred; 3) the amount of the Charge, which must be the
total amount of the payments or purchases on the Card plus applicable taxes; 4)
the Authorization approval code number; 5) a mutually acceptable description of
the goods or services purchased; 6) an imprint or other registration of your
name, address, Establishment number and/or your store number; and 7) the words
"No Refunds" if you have a No Refund policy.
If the Cardmember denies making or authorizing such a Charge, we will have the
right to Full Recourse for such Charge.
Authorization
-------------
You agree to obtain an authorization approval code number from us as described
below (Authorization). Each Authorization request must be for the total amount
of payments or purchases plus applicable taxes. Authorization is not a guarantee
that we will accept the Charge without Full Recourse, nor is it a guarantee that
the person making the Charge is the Cardmember. You agree not to obtain
Authorization on behalf of any other entity except for Governmental Entities.
You agree to obtain Authorization for every Charge regardless of amount. If your
terminal is unable to reach our computer authorization system for Authorization,
you agree to obtain Authorization for all Charges by calling us at our
authorization telephone number. You shall be charged 65 cents for each Charge
for which you request authorization by telephone. We retain the right to change
the amount we charge to you for requesting Authorization by telephone at any
time.
<PAGE>
For Charges for goods or services which are shipped or provided more than thirty
(30) days after the order is made, you agree to obtain Authorization for such
Charge at the time the order is made and again immediately before you ship the
---------
goods or provide the services to the Cardmember.
Credits
-------
When you give a refund for a purchase made with a Card, you must credit that
Card account (Credit). You must create a record of Credit (Credit Record) and
submit the Credit to us within seven (7) days of determining the Credit is due.
We will debit the full amount of the Credit from the applicable Account (as
defined in this Agreement). If we are unable to debit such amount, you must pay
us promptly upon receipt of our invoice. You agree to issue Credits only for
Charges made with the Card. You agree not to give a cash refund for goods or
services purchased with the Card.
Refunds
-------
Your refund policy for purchases made with the Card must be at least as
favorable as your refund policy for purchases made with any other form of
payment. You agree to disclose your refund policy to Cardmembers at the time of
the purchase and in a manner that complies with applicable law.
Submission and Acceptance of Charges and Credits
------------------------------------------------
You agree to submit all Charges to us within seven (7) days of the date they
are incurred; provided, however, that you agree not to submit any Charge until
the goods or services purchased have been delivered to the Cardmember. You
agree to submit Credits as described above in "Credits." Charges and Credits
will be deemed accepted on a given business day if received and processed before
our close of business for that day at the location we designate. You agree not
to submit Charges or Credits on behalf of any other entity.
You warrant that all indebtedness arising from Charges that you submit is
genuine and free of any liens, claims or encumbrances. You acknowledge that you
have no right to bill and/or collect from any Cardmember for any purchase made
with the Card.
When you submit Charges and Credits electronically (Charge Data), you agree to
do so over communications lines or via magnetic tape in machine-readable format
(Transmission). Even if you transmit Charge Data electronically you agree to
still create and retain electronically reproducible Charge Records and Credit
Records.
In the event that you submit Charges and Credits on paper, you agree to submit
Charge Records and Credit Records on forms approved by us and in accordance with
the instructions we provide and containing the information we require, including
but not limited to the Establishment number we assign to you.
Transmissions must comply with the specifications we provide and must contain
information required by us, including, but not limited to the Establishment
number we assign to you and a description of the goods or services purchased
which is acceptable to us. At our request you agree to place additional, less or
differently formatted information on Transmissions within thirty (30) days
written notice from us. We are not obligated to accept any Transmission that
does not comply with our requirements.
Processors
----------
You may retain, at your expense, a third party approved by us (Processor) for
obtaining Authorizations and/or submitting Charge Data. You, and not American
Express, are responsible for any errors, omissions, delays or expenses caused by
your Processor. You agree to provide us with all relevant information we request
about your Processor and you agree to notify us promptly in writing if you
change your Processor.
<PAGE>
Recurrent Billing
-----------------
If you offer automatic recurrent billing for a series of separate purchases,
Cardmembers must sign a consent form (Consent Form) authorizing you to charge
their Card accounts for specific amounts at specific times (Recurrent Billing
Charges). You agree to obtain a Consent Form before submitting
the first Recurrent Billing Charge. The Consent Form must include the
Cardmember's name, Card account number and signature; the amount of each
Recurrent Billing Charge: the frequency of such Recurrent Billing Charges; the
date the Recurrent Billing Charges will begin and end; and a statement that the
Cardmember may cancel the Consent Form at any time. You agree to retain Consent
Forms for twenty-four (24) months from the date you submit the last Recurrent
Billing Charge. Before submitting each Recurrent Billing Charge, you must obtain
Authorization.
Document Retention
------------------
For each Charge and/or Credit, you agree to retain the original Charge Record or
Credit Record and all documents evidencing such transaction or reproducible
record thereof, for twenty-four (24) months from the later of the date (i) you
submitted the Charge or the Credit to us or (ii) you have fully delivered the
goods or provided the services purchased. You agree to provide a copy of the
Charge Form or Credit Form and other supporting documents to us within
twenty-five (25) calendar days of our request and you acknowledge that we will
have the right to Full Recourse with respect to any Charge for which you fail to
provide such documents within such time period.
Honoring Cards
--------------
You agree to honor Cards properly presented in accordance with this Agreement.
When a customer asks what payment methods you accept, you agree to mention the
American Express Card. When a Cardmember makes or requests to make a purchase
or purchase with the Card, you agree: not to try, in any way, to persuade the
Cardmember to use any other payment method; not to offer to extend credit or
charge services to the Cardmember for that transaction through your own or any
other charge, credit, debit or similar card or service; and not to criticize or
mischaracterize the Card. You agree not to state or publish a preference for
any other charge, credit, debit or similar card or service over the Card.
Except for special promotions of limited duration funded by an issuer of another
charge, credit, debit or similar card or service over the Card. Except for
special promotions of limited duration funded by an issuer of another charge,
credit or debit card, and subject to your compliance with the immediately
preceding sentence, you agree not to promote the use of any other charge,
credit, debit or similar card or service (except for your won card which is
issued solely by you and is usable only at your Establishments), more actively
than you promote the use of the Card.
You agree to display American Express signs, decals and other identification (as
applicable) prominently at all locations of Governmental Entities and American
Express identification in your marketing materials.
PAYMENT
We will pay you, or designated bank accounts for the benefit of Governmental
Entities, in Unites States Dollars for the face amount of Charges you submit on
behalf of such Governmental Entities. We will send payment in accordance with
the payment plan you select. Establishments located in Canada must submit
Charges in Canadian Dollars and will be paid in Canadian Dollars. You may not
receive payment on behalf of any other entity except for Governmental Entities.
You are solely responsible for payment to Governmental Entities for any and all
Charges and/or payments received by you on behalf of Governmental Entities
and/or paid to the designated bank accounts referenced above. We shall have no
obligation to make any payments to Governmental Entities.
Discount Rate
-------------
The Discount is the amount we charge you for accepting the Card on behalf of the
Governmental Entities. The initial Discount rates are the percentages set forth
on the signature page of this Agreement. Effective every April 1st (beginning
after your first full calendar year of Card acceptance) we may adjust the
Discount rates. We further have the right to adjust the Discount rate at any
time upon thirty (30) days written notice to you.
<PAGE>
Payment Method
--------------
Under the Electronic Pay Program (Electronic Pay), funds are sent electronically
via the Automated Clearing House of the Federal Reserve System (ACH). You must
---
designate demand deposit accounts (Accounts) at banks (Banks) that participate
in ACH. You must also provide to us the required information about the Accounts
and the Banks and you must notify the Banks that we may have access to the
Accounts to make payments. American Express will initiate payment to the
Accounts via ACH within three (3) calendar days (excluding Sunday and any
---
Federal Reserve holiday) after we receive and process your Charges. If payment
date falls on a day that our bank is not open for processing ACH payments, we
will initiate payment on the next day that our bank is open for processing ACH
payments. We will not be responsible for any obligations or liabilities,
including but not limited to incidental or consequential damages over and above
the amount of the applicable debit, credit or adjustment to an Account in the
event that any such debit, credit or adjustment is not honored by a Bank or is
improperly applied to an Account. If payment is made by check, we will charge a
fee of 95 cents per check.
Following the end of any month in which Charges are submitted to us, we may
debit your Account for the total amount of Discount for all Charges which we
received during such month. In addition, we may debit your Account for any
amounts you owe us, including but not limited to amounts subject to Full
Recourse, and for any Credits issued. You must notify your Bank that we may
have access to your Account(s) to debit such Account(s).
FULL RECOURSE
Full Recourse means that we have the right to payment from you for the full
amount of each Charge subject to such right. We may debit the applicable Account
or you shall pay us promptly upon receipt of our invoice. We shall have Full
Recourse if you do not comply with the terms of this Agreement with respect to a
Charge(s), even if we had notice when we paid you for the Charge(s) that you did
not so comply and even if you obtained Authorization for the Charge(s) in
question. We shall have Full Recourse with respect to all Charges involving
taxes of any form. We will also have right to Full Recourse as provided
elsewhere in this Agreement.
DISPUTED CHARGES
If we contact you regarding a claim, complaint, or question about any Charge
(Disputed Charge) you shall respond to us in writing within twenty-five (25)
days after we contact you. We will have Full Recourse for the amount of each
such Disputed Charge if, by the end of that time period, you have not provided
us with a written substantive response to our inquiry that addresses all the
aspects of the Cardmember's claim and includes all documentation you do have or
should have relating to the Disputed Charge which enables us to resolve the
dispute.
If a Cardmember, despite your reply, continues to withhold payment for such
Disputed Charge and the Cardmember has the right under applicable law to
withhold such payment, we will have the right to Full Recourse for such Charge.
PROHIBITED TRANSACTIONS
You agree not to accept the Card for: Capital obligations and/or extraordinary
expenses, including penalties or fines of any kind (except as permitted by
applicable law), damages, losses or any other costs or fees that are beyond the
normal basic fee for the goods or services provided; gambling services, gambling
chips or gambling credits; cash; goods which will be resold; sales made under a
different trade name, business affiliation and/or industry than indicated on
the signature page hereof; sales by third parties (other than Governmental
Entities); or amounts which do not represent a bona fide sale of goods or
services or the collection of funds on behalf of Governmental Entities, at your
Establishment.
CONFIDENTIALITY
<PAGE>
Each party shall keep confidential and not disclose to any third party the terms
of this Agreement and any information it receives from the other party that is
not publicly available.
You agree that the names, addresses and account numbers of Cardmembers are the
sole and exclusive property of American Express. You must not use or disclose
any Cardmember's name, address or account number except as provided in this
Agreement. We shall keep confidential your Administrative Service Fees.
TRADEMARKS AND SERVICE MARKS
This Agreement does not give either party any rights in the other party's name,
logo, service marks, trademarks, trade names, taglines or any other proprietary
designation (Marks). No use may be made of either party's Marks without the
prior written permission of that party. Where you mention the Card as a payment
method you agree to use our Marks, but only as described in our logo sheets.
You agree that we may list the name and address of you and your Establishment(s)
in materials containing lists of establishments which accept the Card which we
may publish from time to time.
NOTICES
Unless otherwise notified, you will send Notices will be sent to you at:
all notices to:
American Express Travel Related US AUDIOTEX, LLC
Services Company, Inc. ----------------
200 Vesey Street 18 CROW CANYON CT STE 300
New York, N.Y. 10285 -------------------------
Attention: Joseph Quagliata SAN RAMON, CA 94583
Attn: Debbie P. Soleta
With a copy to: -----------------------
---------------
American Express Travel Related
-------------------------------
Services Company, Inc.
----------------------
200 Vesey Street
----------------
New York, N.Y. 10285
--------------------
Attention: Yvonne DeCicco
--------------------------
<PAGE>
INDEMNIFICATION
Each party agrees to indemnify and hold harmless the other party, its parent,
subsidiaries, affiliates, licensees, successors and assigns from and against any
and all damages, losses, costs and/or expenses, including but not limited to
reasonable attorneys' fees, arising from the indemnifying party's actions or
failure to act in connection with the relationship established by this
Agreement, including but not limited to the breach of this Agreement by the
indemnifying party. You shall also indemnify and hold harmless American Express,
our parent subsidiaries, affiliates, licensees, successor and assigns from any
and all claims and actions initiated by Government Entities.
TERMINATION
The Agreement will commence on the Effective Date and continue for a period of
three (3) years (Initial Term). After the Initial Term, this Agreement will
remain in effect until terminated by either party upon written notice to the
other party. The termination will be effective sixty (60) days after receipt of
such notice.
In the event that you state or publish a preference for any other charge,
credit, debit or similar card or service over the Card, and in addition to any
and all other rights and remedies we may have under this Agreement and/or in law
or in equity, we shall have the right to immediately terminate this Agreement
upon our sending written notice of such termination to you.
You agree that this Agreement is a contract to extend financial accommodations
and that if bankruptcy proceedings or similar proceedings are filed with respect
to your business, this Agreement is automatically terminated. If you cease or
adversely alter your operations, or if you sell all or substantially all of you
assets or stock, or if you become insolvent or if we receive a disproportionate
number of Cardmember inquiries or complaints relating to Charges at your
Establishments or if we have reasonable cause to believe that you will not be
able to perform all your obligations under this Agreement, we may, in our
discretion, immediately terminate this Agreement. You must notify us
immediately if any of the above events occur.
You further agree that if, in our reasonable business judgment, it is necessary
to create a reserve as security for your obligations to us under this Agreement,
or any other agreement between you and us, we may withhold payment from you in
an amount calculated based on our experience with your business and no greater
than necessary to protect our rights to Full Recourse and to process Credits
under this Agreement and our rights under any other agreement between you and
us. We have the right to deduct from and recoup and offset against the reserve
amounts you owe us under such agreements. We will notify you if we withhold
payments.
Upon termination, you must: 1) remove all American Express identification and
return our materials and equipment immediately; 2) submit any Charges incurred
prior to the termination in accordance with this Agreement; and 3) submit any
Credits relating to these Charges in accordance with this Agreement. Our rights
under the sections entitled "Full Recourse," "Disputed Charges."
"Confidentiality," "Indemnification" and "Termination" shall survive termination
of this Agreement.
COMPLIANCE WITH LAWS
Each party agrees to comply with all laws, regulations and rules applicable to
its respective business. You represent and warrant to us that you have the right
to collect the Administrative Service Fees from Cardmembers and your collection
of such Administrative Service Fees does not violate any Federal, state or local
law or regulation.
GOVERNING LAW
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS NEGOTIATED, EXECUTED AND
PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.
<PAGE>
ASSIGNMENT
You may assign this Agreement to your parent corporation and/or any of your
subsidiaries or affiliates which you control or wholly-own, which entity is
engaged in the same business as you are engaged in as of the Effective Date
hereof and is fully capable of performing all your financial and business
obligations hereunder. We may assign this Agreement to our parent corporation
and/or any of our subsidiaries or affiliates.
NO WAIVER
Failure to enforce any term or condition of this Agreement shall not be a waiver
of the right to later enforce such term or condition or any other term or
condition of this Agreement.
CHANGING THIS AGREEMENT
Any change(s) to this Agreement must be in writing and must be duly signed by
both parties.
ENTIRE AGREEMENT
This Agreement is the entire agreement with respect to the subject matter hereof
and supersedes any previous agreement with respect to the subject matter hereof.
AUTHORITY TO SIGN
Each party represents that the individual who signs this Agreement has authority
to do so and to bind it to the terms and conditions of this Agreement.
AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
By:
-----------------------
David House
President, Establishment Services
US AUDIOTEX, LLC
Discount Rate
----------------
BY: (Signature) Property Taxes 1.80%
Citations 2.10%
Debbie P. Soleta Fax Filing 3.00%
---------------- Utilities 2.50%
Name: (Print)
VP-FINANCE
________________
Title: (Print)
Effective Date: 12/9 ,1998
<PAGE>
STANDARD AGREEMENT -------------------------------
STD. 2(REV 5-91) CONTRACT NUMBER AM. NO.
DGS MSA OFA-NOVUS 02
-------------------------------
TAXPAYER'S FEDERAL EMPLOYER I.D.
36-4020792
-------------------------------
THIS AGREEMENT, made into and entered into this 11th day
of May 1998, in the State of California, by and between
the State of California, through its duly elected or
appointed, qualified and acting
--------------------------------------------------------
TITLE, OFFICER ACTING
FOR THE STATE AGENCY
--------------------------------------------------------
Director Department of General Services, hereafter called the
-------------------------------------------------------- State, and
CONTRACTOR'S NAME
NOVUS SERVICES, INC./First Data Merchant Services (FDMS), hereafter called the
-------------------------------------------------------- Contractor.
WITNESSETH: That the Contractor and in consideration of the covenants,
conditions, agreements, and stipulations of the State hereinafter expressed,
does hereby agree to furnish to the State services and materials as follows:
(Set forth service to be rendered by Contractor, amount to be paid Contractor,
time for performance or completion and attach plans and specifications, if any.)
This Amendment is for the purpose of extending the term of the Master Service
Agreement (MSA) DGS MSA OFA-NOVUS. The term shall be from Nov. 12, 1996, to Nov.
13, 1999.
Except as amended herein, all terms of this MSA remain in full force and effect.
CONTINUED ON ___ SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER.
================================================================================
The provisions on reverse side hereof constitute a part of this agreement.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto,
upon the date first above written.
================================================================================
STATE OF CALIFORNIA
--------------------------------------------------------------------------------
AGENCY
Department of General Services
--------------------------------------------------------------------------------
BY (AUTHORIZED SIGNATURE)
/s/ GARRY NESS
--------------------------------------------------------------------------------
PRINTED NAME OF PERSON SIGNING
GARRY NESS
--------------------------------------------------------------------------------
TITLE
Assistant Chief Counsel
================================================================================
CONTRACTOR
--------------------------------------------------------------------------------
CONTRACTOR (If other than an individual, state whether a corporation,
partnership, etc.
NOVUS Services, Inc. First Data Merchant Services
--------------------------------------------------------------------------------
BY (AUTHORIZED SIGNATURE)
/s/ Joseph Hurley Gov. Business Mgr /s/ Drew Freeman
--------------------------------------------------------------------------------
PRINTED NAME AND TITLE OF PERSON SIGNING
Joseph Hurley, Gov. Business Mgr Drew Freeman
Vice President
--------------------------------------------------------------------------------
ADDRESS
<PAGE>
2500 Lake Cook Rd., 2W
RiverWoods, IL 60015
================================================================================
AMOUNT ENCUMBERED BY THIS DOCUMENT
$
--------------------------------------------------------------------------------
PRIOR AMOUNT ENCUMBERED FOR THIS CONTRACT
$
--------------------------------------------------------------------------------
TOTAL AMOUNT ENCUMBERED TO DATE
$
--------------------------------------------------------------------------------
PROGRAM CATEGORY (CODE AND TITLE) FUND TITLE
--------------------------------------------------------------------------------
(OPTIONAL USE)
--------------------------------------------------------------------------------
ITEM CHAPTER STATUTE FISCAL YEAR
--------------------------------------------------------------------------------
OBJECT OF EXPENDITURE (CODE AND TITLE)
--------------------------------------------------------------------------------
I hereby certify that upon my own personal T.B.A. NO. B.R. NO.
knowledge that budgeted funds are available
for the period and purpose of the expenditure
state above.
--------------------------------------------------------------------------------
SIGNATURE OF ACCOUNTING OFFICER DATE
================================================================================
|_| CONTRACTOR |_| STATE AGENCY |_| DEPT. OF GEN. SER |_| CONTROLLER |_|
Department of General Services
Use Only
[ILLEGIBLE]
APPROVED
JUN 9 1998
<PAGE>
STATE OF CALIFORNIA
STANDARD AGREEMENT
3TD. 2(REV 5-91) (REVERSE)
1. The Contractor agrees to indemnify, defend and save harmless the
State, its officers, agents and employees from any and all claims
and losses accruing or resulting to any and all contractors,
subcontractors, materialmen, laborers and any other person, firm or
corporation furnishing or supplying work services, materials or
supplies in connection with the performance of this contract, and
from any and all claims and losses accruing or resulting to any
person, firm or corporation who may be injured or damaged by the
Contractor in the performance of this contract.
2. The Contractor, and the agents and employees of Contractor, in the
performance of the agreement, shall act in an independent capacity
and not as officers or employees or agents of State of California.
3. The State may terminate this agreement and be relieved of the
payment of any consideration to Contractor should Contractor fail to
perform the covenants herein contained at the time and in the manner
herein provided. In the event of such termination the State may
proceed with the work in any manner deemed proper by the State. The
cost to the State shall be deducted from any sum due the Contractor
under this agreement, and the balance, if any, shall be paid the
Contractor upon demand.
4. Without the written consent of the State, this agreement is not
assignable by Contractor either in whole or in part.
5. Time is of the essence in this agreement.
6. No alteration or variation of the terms of this contract shall be
valid unless made in writing and signed by the parties hereto, and
no oral understanding or agreement not incorporated herein, shall be
binding on any of the parties hereto.
7. The consideration to be paid Contractor, as provided herein, shall
be in compensation for all of Contractor's expenses incurred in the
performance hereof, including travel and per diem, unless otherwise
expressly so provided.
<PAGE>
1
MSA Number: DGS MSA OFA-NOVUS
Contractor: NOVUS SERVICES, INC. / First Data Merchant Services (FDMS)
1. The State is permitted to process debit card sales through the following
national and regional debit Networks which list of regional Networks may
be supplemented from time to time upon the written agreement of the State
and the Contractor and otherwise in accordance with the terms of the
Master Service Agreement (MSA).
i) EXPLORE
ii) INTERLINK
iii) MAESTRO
2. In connection with the processing of debit card sales through such
Networks, State agrees to comply (and hereby assumes all liability for any
failure to so comply) with the operating rules and regulations of such
Networks as such rules and regulations may exist from time to time,
including with respect to certain regional Networks.
3. STATE FURTHER AGREES THAT CARD SALES USING DEBIT CARDS MUST BE APPROVED AS
AN ON-LINE ELECTRONIC AUTHORIZATION THROUGH THE APPLICABLE NETWORK AND THE
STATE AGREES THAT IT WILL NOT ACCEPT ANY DEBIT CARD IN CONNECTION WITH A
CARD SALE WITHOUT SUCH APPROVAL.
4. Compliance. State shall comply with the Network rules and with applicable
federal, state, and local laws, rules and regulations, including without
limitations, the Electronic Funds Transfer Act and Regulations E of the
Board of Governors of the Federal Reserve System. Without limiting the
generality of the foregoing, State agrees that:
a) Each card sale transacted with a debit card shall be submitted
immediately for on-line electronic authorization and shall not be
stored and processed at a later time;
b) For each card sale transacted with a debit card (or series of card
sales transacted with a debit card by the same cardholder), the
cardholder shall be required to enter his or her Personal
Identification Number (PIN) through a PIN pad located at the point
of sale;
c) The PIN pad shall be situated so as to permit cardholders to input
their PINs without revealing them to other persons, including State
personnel;
d) State shall instruct its personnel that they shall under no
circumstances ask any cardholder to disclose his or her PIN and in
the event that any of State's personnel nevertheless becomes aware
of any cardholder's PIN, such personnel shall not create or maintain
any record of such PIN and shall not use such PIN or disclose such
PIN to any other person;
e) For each card sale transacted with a debit card, a transaction
receipt in conformity with Regulation E shall be made available to
the cardholder;
f) State agrees not to establish a minimum or maximum transaction
amount as a condition for use of a debit card and not to charge any
cardholder for the use of any debit card in connection with a card
sale, unless the Network rules applicable to such debit card permit
such a charge to be made and unless the
<PAGE>
2
MSA Number: DGS MSA OFA-NOVUS
Contractor: NOVUS SERVICES, INC.
8. Conflict Language. In the event of a conflict between the MSA language and
the language of any document(s) incorporated by reference, the MSA
language will prevail. In case of disagreement between the RFP and the
Contractor's proposal, the RFP will prevail.
9. Valid Agreement. This agreement shall not be valid until signed by all
parties and approved by the DGS, Office of Legal Services. No services
shall be provided and no services shall be billed under this agreement
prior to approval by the DGS, Office of Legal Services.
10. Purpose. Upon approval of this agreement, the basic services to be offered
include credit and charge card acceptance and processing services for
state agencies. The State is seeking to implement as many payment vehicles
as are practical and secure to improve its efficiency and the level of
service experienced by all parties which pay the State money. Accordingly,
Contractor may add materials, new features to the services, or offer new
electronic information services and payment technologies such as debit
card, prepaid/smart card, and Internet. Any charges and terms and
conditions established by Contractor for new materials, features, or
electronic information services and payment technologies must be approved
by DGS.
11. Modification. If all parties agree, the terms and conditions of this MSA
may be modified by amendment. Amendments to the terms of this MSA shall be
valid when made in writing and agreed to and signed by the parties to this
MSA. No oral understanding or agreement not incorporated in the MSA shall
be binding on the parties of this MSA.
12. Objectives. Under the MSA, individual subscribers will be able to
establish working agreements with the Contractor in accordance with their
specific requirements. The Contractor will be able to provide solutions to
the particular requirements of subscribers regarding accounting practices,
information requirements associated with some payments, and recovery of
costs associated with card acceptance.
13. Subscribers. The below referenced state departments, agencies, and
political subdivisions of the State may request services from the
Contractor:
. The Executive Branch;
. The Legislative Branch;
. The Judicial Branch;
. Constitutional Officers;
. California State Universities;
. Community Colleges; and
. Political subdivisions of the State, such as city and county
governments and special districts.
14. Subscription Agreement. The subscription agreement executed between the
Contractor and the subscribing organization shall incorporate this MSA.
State agencies of the Executive Branch should complete a Standard
Agreement, Form STD. 2. Subscribers not authorized to use the Standard
Agreement should use the appropriate equivalent contract form. A sample of
how to complete the Form STD. 2 to contract for credit card services is
provided as Attachment 1 to the MSA. To better meet the specific needs of
the subscribing organization, a subscription agreement may contain a
particular set of terms and conditions, as mutually agreed, provided that
1) they comply with, and meet all requirements of, the codes and
regulations of the State of California; and 2) there are no
<PAGE>
3
MSA Number: DGS MSA OFA-NOVUS
Contractor: NOVUS SERVICES, INC.
conflicts with the terms and conditions of this MSA. The terms and
conditions of the MSA take precedence over any subscription agreement.
Each subscribing organization shall designate a contact person to receive
required written reports and notices.
15. Pricing. In consideration of Contractor's processing services, subscribers
will pay in arrears pricing based on pricing grids provided in Section
14.0, pages 22 and 23, of the Contractor's proposal. Initial pricing for
each method utilized for NOVUS or VISA and MasterCard processing will be
based on the subscriber's estimated average ticket size. The Contractor
will review quarterly for actual combined average ticket for all
subscribers for actual processing method utilized and adjust pricing
accordingly. The Contractor will send to each subscriber and to the
Departmental Contact identified below quarterly notices documenting all
price adjustments as a result of a change in the combined average ticket
for all subscribers for actual processing method utilized. For this MSA,
annual quarters are as follows:
First Quarter January, February, March
Second Quarter April, May, June
Third Quarter July, August, September
Fourth Quarter October, November, December
16. VISA and MasterCard Interchange Assessment Rates. The pricing specified in
item 15 is subject to fluctuations in the VISA and MasterCard interchange
assessment rates. These rates are outside of the control of the
Contractor; therefore, both increases and decreases in the rates are to be
passed on to the State in amounts reflective of changes in official
interchange assessment rates promulgated by VISA and MasterCard.
Contractor will send to each subscriber and to the Departmental Contact
identified below notices documenting all pricing adjustments resulting
from official changes in interchange assessment rates.
17. MSA Official Contact Persons. Reports and notices required under the MSA
shall be in writing and delivered to the appropriate address(es) below.
Each party shall notify the other of any change in name and address.
Gloria Anderson, Departmental Contact Yvonne DeCicco, Sr. Business
Department of General Services Manager
Office of Fleet Administration NOVUS SERVICES, INC.
8000 Q Street 818 Connecticut Avenue, Suite 601
Sacramento, CA 95814 Washington, DC 20008
E-mail: glanders@dgs.ca.gov FAX: (202) 331-2140
FAX: (916) 327-2075 Telephone: (202) 331-0044
Telephone: (916) 327-2107
18. Statewide Reports. Quarterly, the Contractor will provide a summary report
of all billings under this MSA to the Departmental Contact identified in
item 17.
19. Financial Liability. Each subscriber must complete a subscription
agreement for services and is responsible for payment for those services,
subject to appropriations of their controlling body. The State will not
accept liability for accounts of non-state subscribers (Community Colleges
and Political Subdivisions).
<PAGE>
4
MSA Number DGS MSA OFA-NOVUS
Contractor: NOVUS SERVICES, INC.
20. Invoicing. Each subscriber shall provide billing information (mailing
address, contact person, etc.) as requested by the Contractor. The
Contractor shall bill each subscriber monthly for services and equipment,
if applicable. The invoice shall reference the MSA number and subscriber's
subscription contract number. Contractor will provide a telephone number,
fax number, and address to each subscriber for billing comments or
inquiries.
21. Convenience Fees. Usage of convenience fees is subject to approval by the
appropriate governing bankcard association, American Express or NOVUS
SERVICES.
22. Card Payment Deposits. All participating state agencies are required to
open a Zero Balance Account (ZBA) at a selected Centralized Treasury
System (CTS) bank to accept card payment transactions. The Contractor
shall transmit the total amount of the card payment transactions, less the
amount of any convenience fees, for each agency to the appropriate ZBA
each day. Either Automated Clearing House (ACH) or Fedwire may be used.
The vendor may not debit or reduce any payment transaction in the ZBA. The
Contractor shall settle in gross daily and process chargebacks and
adjustments through a separate process agreeable to the State.
23. Assignability. This MSA may not be assigned, in whole or in part, by State
or Contractor without the prior written approval of the other party.
24. Standard Forms. Required standard forms are available as follows: 1)
Vendor Data Records (STD. 204), Appendix B of Contractor's proposal, and
2) Nondiscrimination Compliance Statement (STD. 19), Appendix B of
Contractor's proposal. A Nondiscrimination Clause (STD. 17A) is provided
as Attachment 2 and incorporated by reference and made part of this MSA.
25. Separability. If any provision of this MSA is held by a court of competent
jurisdiction to be void or unenforceable, the remainder of this MSA shall
remain in full force and effect.
26. Discover Card. Contractor will completely process all Discover Card and
other NOVUS card brands and settle directly to subscribers.
27. American Express. Contractor will provide processing (authorization,
capture, and routing) for American Express once subscribers have completed
a separate subscription agreement with American Express. Settlement will
be made directly to the State by American Express.
28. No Additional Requirements or Qualifications. The Contractor agrees that
no additional requirements or qualifications to the terms and conditions
of this agreement beyond what is required by Federal and state laws and
regulations, or by VISA and MasterCard operating rules, or by prudent
operating requirements shall be made in carrying out the Contractor's
stated obligations herein.
<PAGE>
Attachment 1
SAMPLE
This is an example of how to complete the Form Standard 2, to contract for
credit card vendor services. If your agency has special requirements, include
them in this document. Contract duration, dollar amounts, and reporting
requirements may vary by agency.
[ILLEGIBLE]
--------------------------------------------------------------------------------
State of California
--------------------------
STANDARD AGREEMENT APPROVED BY THE CONTRACT NUMBER AM. NO.
3TD. 2(REV 5-91) ATTORNEY GENERAL
--------------------------
TAXPAYER'S FEDERAL
EMPLOYER IDENTIFICATION
NUMBER
--------------------------
THIS AGREEMENT, made and entered into this ( ) day of (month) 19xx, in the State
of California, by and between State of California, through its duly elected or
appointed, qualified and acting
TITLE, OFFICER ACTING FOR STATE AGENCY
Subscribing Agency hereafter called the
-------------------------------------------------------- state, and
CONTRACTOR'S NAME
Credit Card Vendor hereafter called the
-------------------------------------------------------- Contractor.
WITNESSETH: That the Contractor and in consideration of the covenants,
conditions, agreements, and stipulations of the State hereinafter expressed,
does hereby agree to furnish to the State services and materials as follows:
(Set forth service to be rendered by Contractor, amount to be paid Contractor,
time of performance of completion, and attach plans and specifications, if any.)
Master Services Agreement DGS MSA OFA ______, is incorporated by reference and
made part of this agreement. The subscriber acknowledges receipt of the Master
Services Agreement terms and conditions. Both parties agree to be bound by all
terms and conditions contained in the Master Services Agreement.
The Amount of this contract shall not exceed $_________.
The term of this agreement shall be from ___________, 19__ to ___________, 19__,
and may be extended for three annual periods upon the written consent of both
parties.
The vendor agrees to provide the following special report requirements to the
subscriber:
(e.g. Annual activity summary)
CONTINUED ON (NUMBER) SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT
NUMBER.
================================================================================
The provisions on the reverse side hereof constitute a part of this agreement.
IN WITNESS WHEREOF, this agreement has been executed by the parties hereto,
upon the date first above written.
================================================================================
STATE OF CALIFORNIA
--------------------------------------------------------------------------------
AGENCY
Subscribing Agency
--------------------------------------------------------------------------------
BY (AUTHORIZED SIGNATURE)
--------------------------------------------------------------------------------
PRINTED NAME OF PERSON SIGNING
--------------------------------------------------------------------------------
TITLE
<PAGE>
================================================================================
CONTRACTOR
--------------------------------------------------------------------------------
CONTRACTOR (If other than an individual, state whether a corporation,
partnership, etc.
Credit Card Vendor
--------------------------------------------------------------------------------
BY (AUTHORIZED SIGNATURE)
--------------------------------------------------------------------------------
PRINTED NAME AND TITLE OF PERSON SIGNING
--------------------------------------------------------------------------------
ADDRESSEE
================================================================================
AMOUNT ENCUMBERED BY THIS DOCUMENT
$
--------------------------------------------------------------------------------
PRIOR AMOUNT ENCUMBERED FOR THIS CONTRACT
$
--------------------------------------------------------------------------------
TOTAL AMOUNT ENCUMBERED TO DATE
$
--------------------------------------------------------------------------------
PROGRAM CATEGORY (CODE AND TITLE) FUND TITLE
--------------------------------------------------------------------------------
OPTIONAL USE
--------------------------------------------------------------------------------
ITEM CHAPTER STATUTE FISCAL YEAR
--------------------------------------------------------------------------------
OBJECT OF EXPENDITURE (CODE AND TITLE)
--------------------------------------------------------------------------------
I hereby certify that upon my own personal T.B.A. NO. B.R. NO.
knowledge that budgeted funds are available
for the period and purpose of the expenditure
state above.
--------------------------------------------------------------------------------
SIGNATURE OF ACCOUNTING OFFICER DATE
================================================================================
|_| CONTRACTOR |_| STATE AGENCY |_| DEPT. OF GEN. SER |_| CONTROLLER
DEPARTMENT OF GENERAL SERVICE
USE ONLY
--------------------------------------------------------------------------------
<PAGE>
NONDISCRIMINATION CLAUSE (OCP-1)
3TD. 17A (REV 3-95) FMC
1. During the performance of this contract, contractor and its
subcontractors shall not unlawfully discriminate, harass or allow
harassment, against any employee or applicant for employment because
of sex, race, color, ancestry, religious creed, national origin,
disability (including HIV and AIDS), medical condition (cancer),
age, marital status, denial of family and medical care leave and
denial of pregnancy disability leave. Contractors and subcontractors
shall insure that the evaluation and treatment of their employees
and applicants for employment are free from such discrimination and
harassment. Contractor and subcontractors shall comply with the
provisions of the Fair Employment and Housing Act (Government Code,
Section 12900 et seq.) and the applicable regulations promulgated
thereunder (California Code of Regulations, Title 2, Section 7285.0
et seq.). The applicable regulations of the Fair Employment and
Housing Commission implementing Government Code, Section 12990
(a-f), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations are incorporated into this contract
by reference and made a part hereof as if set forth in full.
Contractor and its subcontractors shall give written notice of their
obligations under this clause to labor organizations with which they
have a collective bargaining or other agreement.
2. This contractor shall include the nondiscrimination and compliance
provisions of this clause in all subcontracts to perform work under
the contact.
<PAGE>
ATTACHMENT A
LYNK SYSTEMS, INC.
DEBIT INFORMATION
Claire Mendonca
Novus Services, Inc.
818 Connecticut Avenue NW
Suite 601
Washington, DC 20006
Phone: (800) 310-4740, Ext. 426
Fax: (208) 939-4903
Lynk Systems, founded in 1991, is a third party processor authorizing
transactions for ATM debit cards and check verification. Lynk is connected to
all major ATM debit card payment systems. Lynk's data center operates 24 hours a
day, seven days a week proprietary technology residing on Stratus fault-tolerant
computers, providing continuous availability.
The pricing information is as follows:
$199 PINPad 1000
$15 Encryption Fee
$10 Shipping Fee for PINPad
$10 Month Statement & Technical Helpdesk Fee
$.34 Transaction Fee plus the Network acquirer fee (varies from
$.00-$.11/trans)
$.10 Transaction Decline Fee plus the Network acquirer fee
$.10 Batch Fee
You have a choice of Networks:
Basic State of California Package (Interlink & Explorer)
$60 Application Fee/Installation Fee
Premium Package which includes all National Networks
$85 Application Fee/Installation Fee
<PAGE>
[LETTERHEAD OF NOVUS SERVICES, INC.]
September 25, 1996
Gloria Anderson, Departmental Contact
Department of General Services
Office of Fleet Administration
800 Q Street
Sacramento, CA 95814
Dear Ms. Anderson:
NOVUS Services, Inc. hereby submits this response to the State of California's
Request for Proposal for Card Payment Acceptance Services. NOVUS Services
intends to enter into a contract with the State of California for its card
payment processing needs and will meet all of the mandatory requirements as set
forth in its RFP.
In addition, NOVUS Services has responded to the RFP in detail to demonstrate
the NOVUS Services system, the service it will provide, and its ability to
support the State of California's card transaction processing.
Thank you very much for the Opportunity to bid on the State of California's
Request for Proposal for Card Payment Acceptance Services. If you have any
questions or concerns regarding this response, please contact Mary Pappas at
(847) 405-3959 or Claire Mendonca at (208) 939-4902.
Sincerely,
/s/ Yvonne DeCicco/MP
Yvonne DeCicco
Sr. Business Manager
Government Relations
cc: M. Pappas
C. Mendonca-
<PAGE>
--------------------------------------------------------------------------------
Table of Contents
--------------------------------------------------------------------------------
Section - Paragraph Headings Page Number
---------------------------- -----------
6.4 Introduction 1
6.6 Vendor Profile 2
6.6.5 References 2
6.11 Unique Capabilities 5
7.0 Administrative and Contractual Requirements 6
7.4 Term of Contract(s) 6
7.6 Contract Cancellation 6
7.7 Subcontractors 6
7.9 Standard Documents 7
8.0 Convenience Fees and Card Payment Deposits 8
8.1 Convenience Fees 8
8.2 Card Payment Deposits 8
9.0 Levels of Service 9
9.1 Manual Processing 9
9.2 Authorization Only 9
9.7 Interactive Voice System (IVR) Interface 9
10.0 Credit and Charge Card Payment Support Requirements 10
10.1 Card Brand Support 10
10.2 Retrievals and Chargebacks 10
10.3 Merchant Help Desk 10
10.4 Credit/Charge Card Transaction Set 10
10.5 Authorization and Processing 11
10.6 Authorization and Processing during Downtime 11
10.7 Interactive Voice Response (IVR) 11
10.8 Settlement and Clearing 12
10.9 Convenience Fee Collection 12
10.10 Funding Procedures 12
10.11 Agency Fee Collection 13
10.12 Reports 13
10.13 Customer Service 14
10.14 Training and Implementation Support 15
10.15 Implementation Schedule 15
10.16 Fraud and Loss Prevention Support 16
10.17 American Express and Discover Card Processing 17
10.18 System Processing and Response Times 17
<PAGE>
11.0 Technology and Communications Capabilities 18
11.1 Computer Systems, Facilities and Sites 18
11.2 Hardware, Software and Operating Systems 18
11.3 Provisions for Normal Operating Problems 18
11.4 Emergency 18
11.5 Communications Network 18
12.0 Terminal Support Services 20
13.0 Settlement and Data Transmission Services 21
14.0 Pricing 22
14.1 Combined Volume Pricing 22
14.2 Term 22
14.3 Service Level Pricing 22
14.4 Bundled Pricing 22
14.5 Funds Availability Options 22
14.6 Terminal Pricing 23
14.7 IVR Services 23
14.8 Other Costs 23
15.0 Other Card or Electronic Payment Options 24
<PAGE>
--------------------------------------------------------------------------------
6.4 Introduction
--------------------------------------------------------------------------------
The NOVUS Network is now one of the largest credit card networks in the United
States. In 1985 the Discover Card was launched. NOVUS Services has since
introduced two new Card Brands. The relaunched Private Issue and the BRAVO Card.
There are over 42 million Cardmembers who carry a NOVUS Card Brand. Discover
Card remains the corner NOVUS Services Brand represented in 33% of all
households nationwide.
Headquartered in Riverwoods, Illinois, NOVUS Services also has Operations
Centers in Columbus, Ohio; Sandy, Utah; New Castle, Delaware; and Scottsdale and
Glendale, Arizona. These centers serve Merchants and Cardmembers by handling
inquiries, settlement, billing, security authorizations and payment processing.
Responding to the increasing interest of government entities to accept credit
cards, Novus Services created a government industry group devoted entirely to
government accounts on the federal, state and local level. This allows us to
address the specific needs of government entities. The group includes government
account representatives, specialists in our operations department, specialists
at headquarters and government service supervisors. In addition we have local
service representatives handling our training and on site support.
Included in the over 2 million merchants nationwide that accept NOVUS Card
Brands are Military Exchanges, Moral Welfare & Recreation (MWR) Facilities, the
US Mint, US Postal Service and the Smithsonian Institution.
At NOVUS Services superior quality work is the most important element of our
product's competitiveness within the financial services industry. We understand
that our customers have many options regarding credit card services and that our
ability to deliver the highest quality work is at the center of our long term
existence and profitability as a financial services company. Our Quality Mission
Statement clearly focuses us towards this ultimate goal.
NOVUS Services Quality Mission Statement
We will identify and understand the expectations of our customers and set
requirements based on these expectations. We will meet those requirements 100%
of the time by doing things right the first time.
1
<PAGE>
--------------------------------------------------------------------------------
6.6 Vendor Profile
--------------------------------------------------------------------------------
6.6 Vendor Profile - NOVUS Services, Inc. is a wholly owned subsidiary of
NOVUS Credit Services Inc., which is a wholly owned subsidiary of Dean
Witter, Discover & Company. Please see the attached organizational charts
for a breakdown of company structure.
6.6.1 Annual reports for the years 1994 and 1995 have been attached as
Attachments M and L respectively.
6.6.2 NOVUS Services does not hold ownership of any other companies.
6.6.3 NOVUS Services will be using four vendors in its efforts to complete
all of the State of California's requirements. First Data Merchant
Services will be our BankCard acquirer. U S Audiotex will be our
subcontractor for IVR services. Advantis is our communications
vendor. Lynk Systems, Inc. provides us with debit card access.
6.6.4 NOVUS Services is not a member of the Visa or MasterCard
Associations. However, we have been a certified processor of both
since 1986. Through our relationship with Lynk Systems, we can
provide debit card acceptance capabilities on our terminals.
6.6.5 References
BankCard Processing:
1. Baby Superstores
Contact Person: Jerri Miller
Phone: (864) 968-2595
Processing Services: Visa/MasterCard/NOVUS/American Express
Merchant operates 90 locations nationwide in the children's
furniture and apparel industry.
We have been supporting their card processing since January
of 1990.
2. Hobby Lobby Stores
Contact Person: Patrick Jones
Phone: (405) 745-1190
Processing Services: Visa/Mastercard/NOVUS
Merchant operates 68 locations in the hobby store industry.
We have been supporting their card processing since June of
1987.
2
<PAGE>
3. Hi-Lo Auto Supply Co.
Contact Person: David Barnes
Phone: (713) 745-1190
Processing Services: Visa/MasterCard/NOVUS
Merchant operates 198 locations in the auto parts industry.
We have been supporting their card processing since December
of 1987.
4. Trugreen Chemlawn
Contact Person: Dawn Valley/Cheryl Townsend
Phone: (901) 681-1884
Processing Services: Visa/MasterCard/NOVUS
Merchant operates 196 locations nationwide in the lawn and
landscaping services industry.
We have been supporting their card processing since October
of 1992.
5. Mail Boxes, Etc.
Contact Person: Karen Hillary-Wilks
Phone: (619) 455-8849
Processing Services: Visa/MasterCard/NOVUS/American Express
Merchant operates 2,300 locations nationwide in the mailing
services industry.
We have been supporting their card processing since June of
1993.
6. H & R Block
Contact Person: Will be provided at a later date.
Phone: Will be provided at a later date.
Processing Services: Visa/MasterCard/NOVUS
Merchant operates 470 locations nationwide in the tax services
industry.
We have been supporting their card processing since November
of 1995.
Processing for Government Agencies:
1. State of Texas
Contact Person: Ellen Rathgerber
Phone: (512) 463-5971
Processing Services: NOVUS
NOVUS Services signed a blanket agreement with the State of
Texas in January of 1996.
2. Commonwealth of Virginia
Contact Person: Judy Siler
Phone: (804) 225-2647
Processing Services: NOVUS
NOVUS Services signed a blanket agreement with the
Commonwealth of Virginia in March of 1996.
3
<PAGE>
3. State of Wisconsin
Contact Person: Gabrielle Cooke
Phone: (608) 266-3209
Processing Services: NOVUS
NOVUS Services signed a blanket agreement with the State of
Wisconsin in August of 1996.
4. State of Indiana
Contact Person: Mike Hinkle
Phone: (317) 232-4715
Processing Services: NOVUS
NOVUS Services signed an agreement with the State of Indiana
for State Income Tax collection in January of 1996.
5. State of Oklahoma
Contact Person: Albert Hurley
Phone: (405) 522-4216
Processing Services: NOVUS
NOVUS Services signed a blanket agreement with the State of
Oklahoma in July of 1995.
4
<PAGE>
================================================================================
Dean Witter, Discover & Co. Management Organization
[GRAPHIC]
<PAGE>
NOVUS SERVICES 1997 ANNUAL PLAN
EXECUTIVE
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Administration
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Operations
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Marketing Services
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Product Marketing
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Field Sales and Service
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Relationship Management
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Information Assets
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - Targeted Acquisition
NOVUS Network Services
[GRAPHIC]
<PAGE>
NOVUS Services, Inc.
1996 Annual Plan
Riverwoods - International Sales
NOVUS Network Services
[GRAPHIC]
<PAGE>
--------------------------------------------------------------------------------
6.11 Unique Capabilities
--------------------------------------------------------------------------------
1 Single Statement - If NOVUS Services is chosen as your card payment
processor all of your Visa, MasterCard, and NOVUS transaction reporting
will appear on one statement. Only NOVUS Services can provide this service
since all of the other processors responding this RFP do not have access
to NOVUS transaction reporting detail.
2 Servicing - NOVUS Service operates three district and one regional office
in the State of California. Therefore, we can offer the State, not only
the services of our specialized government service staff, but also the
experience and attention of approximately 45 local service
representatives.
3 Specialized Government Experience - In addition to hundreds of local
government entities, NOVUS Services has signed blanket agreements with the
State Governments of Texas, Wisconsin, Virginia, and Maryland. We have
knowledge of and experience in fulfilling the requirements of boarding and
training agencies once the blanket agreement has been executed.
4 24 Hour Redundant Merchant Service - NOVUS Services has two merchant
operations facilities. One in Columbus, Ohio, and the other in Phoenix,
AZ. Merchant and Terminal services are provided on a 24 hour, 7 day a
week, basis. If systems fail at one center, the other is fully capable of
fulfilling the needs of the State.
5 Free Supplies and Support - All supplies required to process card
transactions will be provided to the State by NOVUS Services at no cost.
Training and servicing is also provided to the State at no cost.
5
<PAGE>
--------------------------------------------------------------------------------
7.0 Administrative and Contractual Requirements
--------------------------------------------------------------------------------
NOVUS Services, Inc. is prepared to comply with all of the requirements of this
section. The following are additional comments to specific subsections.
7.4 Term of Contract(s) - NOVUS Services, Inc. agrees to a contract term of
two years beginning January 1, 1997 and to the renewal option of three
additional one-year periods. In addition, our standard Governmental Entity
Agreement has been attached at Attachment B.
7.6 Contract Cancellation - This provision is consistent with the language in
our standard agreement. See Attachment B, Section 19.
7.7 Subcontractors - NOVUS Services, Inc. intends to use the services of four
subcontractors in fulfilling the requirements of this RFP. First Data
Merchant Services will be our BankCard subcontractor, U S Audiotex will be
our Interactive Voice Response system subcontractor, Advantis will be our
communications vendor, and Lynk Systems, Inc. will provide our debit card
access.
First Data Merchant Services. Owned by First Data Corporation, FDMS
integrates the strengths of four powerful platforms - CES, NaBANCO, Envoy,
and TeleMoney - into one large scale unit, with nearly 30 years of
experience in the payment processing industry. FDMS will be your Visa and
MasterCard acquirer. NOVUS Services has had a working relationship with
FDMS for over 10 years.
U S Audiotex. NOVUS Services has a pre-existing relationship with U S
Audiotex which will allow us to provide telephone payment services to the
State of California. U S Audiotex is a rapidly-growing California-based
provider of Interactive Voice Response (IVR) services to merchants. Their
IBM-based software allows for automatic acceptance of credit card
payments. The company was founded in 1986 and currently provides their
interactive voice response products and services to many governmental
agencies, with a concentration of their clients in the State of
California. References for their services are available upon request.
Advantis. Advantis provides networking services to 1000's of commercial
customers in the US. Advantis' partner, IBM Global Network, provides
worldwide communications services to many commercial customers. Services
include SNA, Internetworking, Voice, and Video. Advantis has serviced
NOVUS Services since December of 1992.
Lynk Systems Inc. Lynk, founded in 1991, is a third party processor
authorizing transactions for ATM debit cards and check verification. Lynk
is connected to all major ATM debit card payment systems. Lynk's data
center operates 24 hours a day, seven days a week proprietary technology
residing on Stratus fault-tolerant computers, providing continuous
availability of service.
6
<PAGE>
7.9 Standard Documents - NOVUS Services, Inc. intends to comply with the terms
of the Standard Agreement (STD Form 2) and has attached all relevant
forms. See Appendix B - Standard Forms.
7
<PAGE>
--------------------------------------------------------------------------------
8.0 Convenience Fees and Card Payment Deposits
--------------------------------------------------------------------------------
In addition to the information in the attached tables, the following are more
detailed comments for specific sections.
8.1 Convenience Fees
8.1.3 Usage of a tiered convenience fee with BankCard transactions is
subject to Association constraints. Currently the Associations do
not allow tiered convenience fees.
8.2 Card Payment Deposits
8.2.6 A separate merchant number can be assigned to each location so that
the State can more easily track deposits.
8.2.7 NOVUS Services offers electronic Merchant Daily Letters, Chargeback
Notifications, Ticket Retrieval Requests. however Monthly Statements
and Invoices are not electronic. Chargeback and Ticket Retrieval
information regarding the State's BankCard transactions will be
received from FDMS.
8
<PAGE>
8.1 Convenience Fee Assessment (*MR*)
---------------------------------------------------------------------------------------
Planned
Currently Availability
Functions/Capabilities Available Date Comments
---------------------------------------------------------------------------------------
8.1.1 BankCard usage is subject
Assess a flat convenience fee X to Association approval.
---------------------------------------------------------------------------------------
8.1.2 BankCard usage is subject
Assess a percentage X to Association approval.
convenience fee
---------------------------------------------------------------------------------------
8.1.3 BankCard usage is subject
Assess a tiered convenience fee X to Association Approval.
---------------------------------------------------------------------------------------
8.1.4 An individual merchant
Provide flexibility for each X number would be required
agency to assess or not assess a for each agency.
convenience fee
---------------------------------------------------------------------------------------
8.1.5 An individual merchant
Provide flexibility for each X number would be required
agency to assess or not assess a for each agency payment
convenience fee by payment channel.
channel
---------------------------------------------------------------------------------------
8.1.6 An individual merchant
Support variations in X number would be required
convenience fees at the agency for each agency location.
level
---------------------------------------------------------------------------------------
<PAGE>
8.2 Card Payment Deposits (*MR*)
---------------------------------------------------------------------------------------
Planned
Currently Availability
Functions/Capabilities Available Date Comments
---------------------------------------------------------------------------------------
8.2.1
Deposit card transactions, less X
convenience fees, into agency
ZBA
---------------------------------------------------------------------------------------
8.2.2
Deposit convenience fees into X
separate vendor account
---------------------------------------------------------------------------------------
8.2.3
Submit monthly invoices for
discount fees and any other X
fees to individual agencies
---------------------------------------------------------------------------------------
8.2.4
Transmit timely detailed
analysis necessary to reconcile X
ZBA and convenience fee
deposits
---------------------------------------------------------------------------------------
8.2.5
Provide a directory of
representatives for inquiry X
and problem resolution
---------------------------------------------------------------------------------------
8.2.6
Identify revenue classification X
and source
---------------------------------------------------------------------------------------
8.2.7 Monthly Statements and
Electronically transmit all X invoices are not
accounting information to the electronic.
State and Participating
Agencies
---------------------------------------------------------------------------------------
8.2.8
Provide ad hoc reporting X
---------------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
9.0 Levels of Service
--------------------------------------------------------------------------------
In addition to the information in the attached tables, the following are more
detailed comments for specific sections.
9.1 Manual Processing - If the manual processing option is chosen, BankCard
processing fees may be higher.
9.2 Authorization-Only - If this option is used, paper drafts must be mailed
to NOVUS Services.
9.7 Interactive Voice System (IVR) Interface - U S Audiotex has a standard
interface for existing IVR systems at various state agencies. The systems
support older products with serial port asynchronous data transfer
starting at 300 Baud through current model systems.
U S Audiotex provides interface logic and "C" code software for the
agency's existing IVR.
9
<PAGE>
9.0 Levels of Service (*MR*)
----------------------------------------------------------------------------------------
Planned
Currently Availability
Level of Service Available Date Comments
----------------------------------------------------------------------------------------
9.1 Paper drafts must be mailed
Manual Processing X to Novus rather than
deposited at a bank branch.
----------------------------------------------------------------------------------------
9.2
Authorization Only X
----------------------------------------------------------------------------------------
9.3
EDC X
----------------------------------------------------------------------------------------
9.4
Electronic ECR/POS X Use of Novus' PC/ECR
Interface Interface required.
----------------------------------------------------------------------------------------
9.5
PC Interface X
----------------------------------------------------------------------------------------
9.6
MOTO X
----------------------------------------------------------------------------------------
9.7
IVR Interface X
----------------------------------------------------------------------------------------
9.8
IVR Support and X
Fulfillment
----------------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
10.0 Credit and Charge Card Payment Support Requirements
--------------------------------------------------------------------------------
In addition to the information in the attached tables, the following are more
detailed comments for specific sections.
10.1 Card Brand Support - NOVUS Services will process all major card brands
(Visa, MasterCard, American Express and Discover). Processing for American
Express transactions includes authorization and routing. However
settlement is direct with American Express.
10.2 Retrievals and Chargebacks - These processes are described in our
Operating Regulations (Attachment A).
10.2.1 Ticket Retrieval Requests are distributed by either paper or
electronic files. NOVUS does not have imaging capability.
10.2.2 Chargebacks for government accounts are extremely low (less than
1%).
10.2.3 If Ticket Retrieval Requests are mailed, they are typically
received within three to four days. If they are electronic, then
they will be received the same day the are initiated. BankCard
Ticket Retrieval Requests will be distributed by FDMS.
10.3 Merchant Help Desk - NOVUS Services provides help desk support 24 hours a
day, seven days a week. Operations centers are located in both Columbus,
Ohio, and Phoenix, Arizona. NOVUS Services believes in a full service
approach to the staffing of its help desk. This means that each
representative is trained to handle any issue that might arise. We have
taken our one call resolution approach to such an advanced level that our
Full Service Unit 1 in our Westland Operations center in Columbus, Ohio,
received the International Team Excellence Award from the Help Desk
Institute (HDI). Over 4,700 companies are HDI members. Our full service
concept has succeeded in reducing transferred calls by 40%.
10.4 Credit/Charge Card Transaction Set - See attached chart.
10
<PAGE>
10.4 Credit/Charge Card Transaction Set
----------------------------------------------------------------------------------------
Planned
Currently Availability
Functions/Capabilities Available Date Comments
----------------------------------------------------------------------------------------
10.4.1
Sales Authorization X
----------------------------------------------------------------------------------------
10.4.2
Credit (returns) X
----------------------------------------------------------------------------------------
10.4.3
Pre-authorization X
----------------------------------------------------------------------------------------
10.4.5 This function is not an
Pre-authorization cancellation industry requirement.
----------------------------------------------------------------------------------------
10.4.6 Authorizations after the
Post authorization completion of a transaction
may not be effective.
----------------------------------------------------------------------------------------
10.4.7 BankCard transactions
No signature transaction X require an appropriate
Category Code.
----------------------------------------------------------------------------------------
10.4.8
Purchase cancel X
----------------------------------------------------------------------------------------
10.4.9
Off-line purchase X
----------------------------------------------------------------------------------------
<PAGE>
10.5 Authorization and Processing - Average authorization response time is 5 to
10 seconds, not including terminal dial time or the delivery of the call
to our network through an entry point, which we call a gateway. Therefore,
this time frame includes the transmission of the authorization request
from the gateway to our authorizer and back. We cannot control terminal
dial time or the time between the terminal and the gateway. However, an
estimate of the total average response time is between 8 to 12 seconds.
10.6 Authorization and Processing during Downtime - The NOVUS Network
electronic authorization system is available and operating a minimum of
98% of the time. In the rare case of electronic equipment failure, NOVUS
Services has a toll free ARU (Audio Response Unit) authorization telephone
system for use in obtaining authorization for both NOVUS Card Brand and
BankCard transactions. That number is 1-800-347-0451. ARU authorizations
for American Express transactions can be obtained by calling
1-800-528-2121. Where telephone lines are out, it is recommended that you
wait until lines are restored to process transactions. NOVUS Services does
not schedule any downtime.
10.7 Interactive Voice Response (IVR) - The basic IVR system allows callers to
pay fees via their touch tone phone 24 hours a day, 7 days a week.
Qualified callers will be offered the option of paying their fees over the
phone using VISA, MasterCard or NOVUS Card Brands (or additional cards as
the State of California requests). The system quickly guides the caller
through the necessary data entry, then authorizes the card and posts the
transaction while the caller is on-line. After the payment processing is
completed the U S Audiotex system updates the appropriate files. When the
authorization, posting and updating are completed, the system verbally
issues the caller a unique receipt number. The entire process is completed
while the caller is on-line.
The U S Audiotex system balances transactions daily with both the Merchant
Service Providers' system and the State's system to guarantee processing
accuracy and produces daily transaction summary reports. The system
electronically deposits funds into the State's designated bank. Customer
Service and Training for the IVR system are provided by U S Audiotex as
determined by the needs of the State of California..
A complete description of U S Audiotex's IVR system, including a
description of their software architecture, is included in this proposal
as Attachment C.
10.7.1 Because the US Audiotex system uses screen scraper technology, it
can interface with virtually any CRT on virtually any system
accessing an underlying database. most common implementations
have been with IBM mainframes AS/400's and TCP/IP networks.
Because U S Audiotex is an IBM Business Partner we have access to
the IBM communication manager which provides interfaces to every
product that an IBM system would interface to.
11
<PAGE>
10.8 Settlement and Clearing
Daily Settlement
ACH: Funds can be electronically sent to your designated bank account(s)
via the Automated Clearing House (ACM). For batches received by 8:30 PM
PST, NOVUS Services will initiate the ACM transfer within 24 hours.
Settlement can be either gross or net (less discount fees). For
transactions received from U S Audiotex, ACM transfer will be initiated
within 48 hours.
Federal Wire: Funds can be sent via fed wire. Transactions batched out by
8:30 PM PST will have funds federal wired to designated bank account by
11:00 am PST next day.
All NOVUS Services settlement processing and accounting are done
internally. Our ACH provider in California is Wachovia Bank, and our
fedwire provider is First Chicago.
10.8.1 NOVUS accepts files into our network at any time. We initiate
settlement on business days, excluding banking holidays.
10.8.2 The cutoff time to receive transmissions for which we will
initiate settlement on the next business day is 8:30 PM in
California.
10.9 Convenience Fee Collection - To accommodate convenience fees, we typically
deposit sales plus fees to the same bank account and later invoice monthly
for the fees. A sample of our monthly invoice has been attached as
Attachment J. However, individual requirements will be addressed. The
BankCard Associations would need approve any use of a convenience fee.
10.10 Funding Procedures
10.10.1 We fund daily Monday - Friday, except banking holidays.
10.10.2 We compute sales plus convenience fees less returns and less
chargebacks and adjustments. We can settle in gross and process
chargebacks and adjustments through a separate adjustment account.
l0.10.3 Either ACH or Fedwire will be used.
10.10.4 Daily Reporting
NOVUS Services will provide a Merchant Daily Letter (MDL) to the
State that provides a summary of NOVUS Card Brand, Visa,
MasterCard, and American Express daily activity. The MDL has
complete information for balancing and reconciling to the
merchant's card activity and bank account. The MDL is sent daily,
via mail or fax. If the State does not require the MDL, it will be
withheld.
12
<PAGE>
Monthly Reporting
At the end of each month NOVUS Services sends via mail to its
merchants a Merchant Monthly Statement. The Merchant Monthly
Statement summarizes NOVUS Card Brand, Visa, MasterCard, and
American Express deposits for each merchant account and identifies
the discount fees to be assessed.
10.10.5 A sample Merchant Daily Letter has been attached as Attachment D
and a sample Merchant Monthly Statement has been attached as
Attachment E.
10.10.6 See Section 10.8 for standard time frames.
10.11 Agency Fee Collection - NOVUS Services offers monthly invoicing for all
fees (see Attachment J). Currently we provide our invoicing option to the
majority of our government accounts.
10.12 Reports
10.12.1 Our standard reports include Merchant Daily Letters, Monthly
Statements, Ticket Retrieval Requests and Chargeback Notifications
for NOVUS Card Brand transactions. All reports except Monthly
Statements are available electronically. BankCard standard reports
include Merchant Daily Letters and Monthly Statements. The Daily
Letters will be available electronically after March of 1997.
BankCard Ticket Retrieval Requests and Chargeback Notifications
will be issued by FDMS and are available electronically.
The following are detailed descriptions of all reports:
Electronic Merchant Daily Letter (EMDL)
After your batch transmissions have been processed, you will have
electronic access to your EMDL, which will provide you with a
recap of you settlement, including totals for each agency. In
addition it will detail chargeback, adjustment and correction
items. This report is available in either formatted or unformatted
data format, according to your requirements.
o Formatted Data: The "Print Image" format is a text file which
provides a formatted output document. This is a user friendly,
easy-to-read report.
o Unformatted Data: The "Data File" format is comprised of
unformatted data which can be interfaced with internal accounting
or reconciliation applications, as needed. This report consists of
raw data, which you will need to reformat in order to read easily.
Electronic Ticket Retrieval Requests and Chargeback Notifications
You will be able to access Ticket Retrieval Requests and
Chargeback Notifications electronically. Using this electronic
process will provide you with additional time to investigate and
respond to each request. A sample of the NOVUS Services Ticket
Retrieval Request and Chargeback Notification have been attached
as
13
<PAGE>
Attachments H and I respectively. Copies of the Ticket Retrieval
Request and Chargeback Notifications you will be receiving from
FDMS are attached as Attachments J and K respectively.
Monthly Statements
The Monthly Statement, which is sent vial mail, summarizes
activity for each merchant number and identifies the applicable
discount and fees that have been assessed. See Attachment D.
10.12.2 We will create separate monthly invoices for the collection of
discount. See Attachment J.
10.12.3 Our daily reporting provides detail by merchant number.
10.12.4 Electronic reports remain on the system for access by the State
for 3 days. After that time, paper copies can be retrieved and
faxed to the State as needed.
10.12.5 Our reports are available in either paper or electronic forms. We
currently do not have document imaging capabilities.
10.12.6 Our electronic daily reports are not available in an on-line real
time access mode. These reports more closely resemble a remote
batch mode.
10.12.7 Electronic reports are more secure because the State would be
assigned a unique identification code, and the transfer of files
occurs over our communications interface, which we call SENDEN.
10.13 Customer Service
10.13.1 Our Government Services Unit at our Westland Operations Center in
Columbus, Ohio, consists of 10 specially assigned service
representatives who are experienced in working with the unique
needs of government accounts. They can be reached via
1-800-347-0433.
10.13.2 All State Agencies will be serviced by our Government Services
Unit.
10.13.3 The Government Services Unit hours of operation are from 5:00 am
to 3:30 PM PST. After that time, assistance may be obtained from
our general customer service team which is available 24 hours, 7
days a week.
10.13.4 The majority of inquiries receive immediate response.
10.13.5 All of your customer service needs will be handled by our
Government Services Unit at our Westland Operations Center. NOVUS
Services believes in a full service, one-call resolution approach
to customer service. Therefore, every service
14
<PAGE>
representative in our Government Services Unit is trained to
fulfill all of your requirements. These representatives will
provide information regarding accounting, chargebacks and
settlement questions. These people will also reorder supplies and
handle special requests, i.e. research accounts, duplicate
reports.
10.13.6 Customer Service is available on a 24 hour, 7 day a week, basis.
If an issue requires escalation, please contact Yvonne DeCicco,
Vice President, Government Relations at (202) 331-0044.
10.13.7 Every member of our Government Services Unit is capable of
responding to your inquiries. In the case of extreme conditions
rendering the entire Westland Operations Center unresponsive,
NOVUS Services will route all customer services calls to our
operations center in Phoenix, AZ.
10.13.5 The majority of issues are resolved immediately.
10.13.9 The standard for average speed of answer is 30 seconds.
10.14 Training and Implementation Support - All State representatives will be
trained to accept, process and settle NOVUS Card Brand, Visa, MasterCard
and American Express transactions. This training will be done by
designated local Service Representatives at an on-site location or
alternative site selected by you. There are approximately 45 NOVUS
Services, Inc. Service Representatives in the State of California, each
thoroughly trained in all aspects of credit card transactions Initial
training time will be scheduled at the time of implementation. Follow-up
training can be scheduled as necessary.
Training will include the use of Point of Sale equipment, operating
procedures (Operating Regulations are attached as Attachment A),
completion of paperwork, analysis of account information, chargeback and
settlement procedures, etc.
Representatives will be given all materials necessary to complete a
transaction at no charge. Additional supplies may be obtained by dialing a
toll-free phone number.
10.14.1 In addition to the 45 local Service Representatives available for
on-site training. The Government Relations Group at NOVUS Services
has designated a Government Service Supervisor to oversee all of
your training needs. The name of this individual is Julie Crooks
and she been servicing NOVUS Services' accounts for over 10 years.
In addition your Account Executive, Claire Mendonca, will be
heavily involved in insuring the fulfillment of all of your
requirements.
10.15 Implementation Schedule - After the agreement and a boarding are fully
executed, each participating department should be up and running in
approximately 4 weeks. The following is a breakdown of each event required
to facilitate that time frame:
o All participating departments will have completed the boarding form
and faxed it to Claire Mendonca at (208) 939-4903 no later than
November 13, 1996.
15
<PAGE>
o All department(s) will be boarded and receive merchant numbers
within 2 business days.
o Equipment and supplies will be received within 2 to 3 weeks from the
day the department is boarded. This process can be expedited if
overnight shipping is used.
o Each participating department is required to have the following at
this time: a single line RJ11 phone jack (it must be analog and not
digital); two electrical outlets (these outlets can come off of a
power strip if outlets are limited).
o Scheduling of training will depend upon when each participating
department's is available and how many classes will be required. In
general, training is completed within 1 to 2 weeks after the
equipment and supplies have been received.
10.16 Fraud and Loss Prevention Support - NOVUS Services offers the following
support services for fraud and loss prevention:
Sniper Report: This report monitors NOVUS Card Brand activity and is based
on a point scoring system, with points assigned to criteria measuring the
seriousness of potential fraud activity.
Draft Capture: The Draft Capture report monitors activity of merchants who
have been set up with the Draft Capture program. These merchants submit
batches consisting of sales made on MasterCard, Visa, American Express and
NOVUS. Although this includes NOVUS Card Brand activity, our primary focus
is on BankCard transactions. This report is reviewed for abnormal batching
submitted by the merchants.
Suspect File: The Suspect File is a report generated by NOVUS Services in
which merchants who have been closed for various reasons, or have
otherwise been found to be undesirable are placed. Merchants who apply for
NOVUS acceptance are run against this report, with matching information
placing it on the report to be reviewed by the person working the Suspect
File.
Terminated Merchant File (TMF): TMF's are based on the same theory as the
Suspect File, however, this report is generated for BankCard and is used
by FDMS to decline merchants applying for BankCard processing.
MFATS: The MFATS report is reviewed to disclose merchants who may have
excessive lost/stolen activity that has otherwise been unnoticed. This
report relies heavily on the fact that Cardmember Security has to add
instances of card misuse to the report. This report has been very
successful in getting results or either closures or lost/stolen packages
being sent to educate the merchant.
Excessive Chargeback Report: This report is generated by NOVUS Services
and covers a three month period in which merchants appearing on this list
have exceeded the chargeback rate.
16
<PAGE>
Authorization Logs: These logs are periodically reviewed to find
inconsistencies with authorization attempts. The report we most commonly
review is the Supplemental Authorization Log which deals exclusively with
BankCard transactions.
10.17 American Express and Discover Card Processing - NOVUS Services will
completely process all Discover Card transactions. Processing services
provided for American Express transactions are authorization, capture, and
routing. Settlement will be made directly to the State by American
Express.
10.18 System Processing and Response Times
10.18.1 Average authorization response time is 5 to 10 seconds, not
including terminal dial time or the delivery of the call to our
network through an entry point, which we call a gateway.
Therefore, this time frame includes the transmission of the
authorization request from the gateway to authorizer and back. We
cannot control terminal dial time or the time between the terminal
and the gateway. However, an estimate of the total average
response time is between 8 to 12 seconds.
10.18.2 The NOVUS Network electronic authorization system is available and
operating a minimum of 98% of the time. In the rare case of
electronic equipment failure, NOVUS Services has a toll free ARU
(Audio Response Unit) authorization telephone system available 24
hours a day, 7 days a week.
10.18.3 NOVUS Services does not schedule any down time.
10.18.4 Our authorization system is redundant. NOVUS Services has two
"authorizers", which are located in Dallas, TX and Columbus, OH
and are set-up to maintain complete redundancy.
17
<PAGE>
--------------------------------------------------------------------------------
11.0 Technology and Communications Capabilities
--------------------------------------------------------------------------------
11.1 Computer Systems, Facilities and Sites - Transactions submitted from the
terminals to the NOVUS Network are routed through Advantis, NOVUS
Services' communications vendor. Advantis has processing facilities in
Schaumburg, IL, and Columbus, OH. NOVUS Services has merchant operations
centers in Columbus, OH, and Phoenix, AZ. NOVUS Services' corporate
headquarters is located in Riverwoods, IL.
11.1.1 All NOVUS terminal applications and NOVUS Services' internal
systems have either already been updated to support the year 2000
or are in the process of being updated. All updates are scheduled
to be completed by December 31, 1996. NOVUS Services will begin
issuing cards with the year 2000 expiration date during January,
1997.
11.2 Hardware, Software and Operating Systems - The majority of point of sale
(POS) locations will use Verifone Trans 330 terminals with terminal
software provided by NOVUS Services. The IVR system and kiosks will use
hardware and software provided by U S Audiotex.
PC Capture can be used to turn any IBM compatible computer into a credit
card acceptance terminal. It is available in either DOS or Windows
formats.
11.3 Provisions for Normal Operating Problems - Both the NOVUS Services
authorization system and merchant servicing units we redundant. NOVUS
Services has two "authorizers", which are located in Dallas, TX, and
Columbus, OH, and are set-up to maintain complete redundancy. NOVUS
Services has merchant operations centers in Columbus, OH, and Phoenix, AZ.
Thus merchant servicing and terminal support are also redundant.
11.4 Emergency - Every area of NOVUS Services is equipped with complete
disaster recovery procedures. Our merchant operations centers regularly
practice implementation of these procedures. In addition, our systems
network is completely redundant and supported by Advantis' disaster
recovery procedures.
11.5 Communications and Network
11.5.1 For terminal support, the NOVUS Terminal Help Desk is available 24
hours a day, 7 days a week. For support of other methods of direct
interface with our network (i.e. Interface between U S Audiotex
and NOVUS Services or electronic reporting), the Advantis Network
Control Center is also available 24 hours a day, 7 days a week.
18
<PAGE>
11.5.2 All inquiries received by the NOVUS Terminal Help Desk or the
Advantis Network Control Center are processed immediately.
Response time is typically less than 24 hours and rarely exceeds 3
business days.
11.5.3 Advantis, our communications vendor, utilizes almost every major
carrier in the US to deliver authorizations services. In the State
of California, Advantis utilizes Pacific Bell.
19
<PAGE>
--------------------------------------------------------------------------------
12.0 Terminal Support Services
--------------------------------------------------------------------------------
12.1 Terminal Installation and Support
12.1.1 The equipment offered by NOVUS Services are the VeriFone Tranz
330 terminal and 250 printer. All installation and training fees
have been waived. You are, however, required to provide a single
line phone jack and two electrical outlets per set of equipment.
See Attachment K.
12.2 Terminal Functions - See attached tables.
20
<PAGE>
12.0 Terminal Support Services
12.1 Terminal Installation and Support (*MR*) - Individual agency terminal
requirements may vary, however all agencies will require complete
"turnkey" terminal installation, training and support services. Terminal
lease/purchase/rental, installation and support should be included in
the vendor's proposal so that a separate contract for terminals is not
required.
12.1.1 Please list all P0S terminal equipment manufacturers and models
that are available and supported.
12.2 Terminal Functions - The table below lists a series of POS terminal
credit authorization, EDC and settlement related functions that
facilitate card acceptance. Please indicate whether each of the
functions is currently supported through your system and the terminals
supported or, if not currently supported, when the function will be
supported. Please add any explanatory comments that may be appropriate.
12.2 Terminal Functions
================================================================================
Planned
Currently Availability
Functions/Capabilities Available Date Comments
================================================================================
12.2.1
Batch entry of off-line X
transactions
--------------------------------------------------------------------------------
12.2.2
Batch authorization of off-line X
transactions
--------------------------------------------------------------------------------
12.2.3
Identify (flag) off-line X
transactions
--------------------------------------------------------------------------------
12.2.4
Include off-line transactions in
batch totals X
================================================================================
<PAGE>
12.2 Terminal Functions
(Continued)
================================================================================
Planned
Currently Availability
Functions/Capabilities Available Date Comments
================================================================================
12.2.6
Recall transaction by sales
receipt X
--------------------------------------------------------------------------------
12.2.7
Recall transaction by card
number X
--------------------------------------------------------------------------------
12.2.8
Edit entries (or prompt) for
required information X
--------------------------------------------------------------------------------
12.2.9
Scroll transaction log
--------------------------------------------------------------------------------
12.2.10
Enter transaction X
edits/adjustments
--------------------------------------------------------------------------------
12.2.11
Display stored transaction X
records
--------------------------------------------------------------------------------
12.2.12
Display magnetic stripe data
for stored transactions X
--------------------------------------------------------------------------------
12.2.13
Last transaction reprint X
================================================================================
<PAGE>
12.2 Terminal Functions
(Continued)
================================================================================
Planned
Currently Availability
Functions/Capabilities Available Date Comments
================================================================================
12.2.14
Pre-programmed alternate X
telephone numbers
--------------------------------------------------------------------------------
12.2.15
Automatic download of X
terminal data
--------------------------------------------------------------------------------
12.2.16
PIN pad support X
--------------------------------------------------------------------------------
12.2.17
Smart card/chip card support X
--------------------------------------------------------------------------------
12.2.18
Data collection and support X
for preferential card
interchange rates
================================================================================
<PAGE>
--------------------------------------------------------------------------------
13.0 Settlement and Data Transmission Service
--------------------------------------------------------------------------------
See attached table for information regarding NOVUS Services' capabilities.
21
<PAGE>
13.0 Settlement and Data Transmission Services
The table below lists a series of card payment settlement and data transmission
functions that facilitate card acceptance and payment reconciliation and
settlement. Please indicate whether each of the functions is currently supported
through your system and equipment or, if not currently supported, when the
function will be available. Please add any explanatory comments that may be
appropriate.
13.1 Settlement and Data Transmission Functions
================================================================================
Planned
Currently Availability
Functions/Capabilities Available Date Comments
================================================================================
13.1.1
System calculates totals and X
summaries
--------------------------------------------------------------------------------
13.1.2
Support reconciliation of X
terminal log to paper
transactions
--------------------------------------------------------------------------------
13.1.3
Multi-point settlement X
transmissions
--------------------------------------------------------------------------------
13.1.4
Host verification of settlement X
transmissions
--------------------------------------------------------------------------------
13.1.5
Host verification of totals X
--------------------------------------------------------------------------------
13.1.6
Summary of sales and credit X
transactions for payment
--------------------------------------------------------------------------------
13.1.7
Reporting levels and X
distribution options
================================================================================
<PAGE>
--------------------------------------------------------------------------------
14.0 Pricing
--------------------------------------------------------------------------------
14.1 Combined Volume Pricing. - The tiered pricing provided applies to all
agencies within the State of California.
14.2 Term - All pricing is guaranteed for the 2 year period, with the
exception of Visa and MasterCard Interchange rules, which are subject to
market conditions.
14.3 Service Level Pricing
------------------------------------------------------------------------------------------------------
FEES TO BE ADDED TO THE FEES ON THE CHART BELOW
------------------------------------------------------------------------------------------------------
Level of NOVUS Visa MasterCard Amex IVR
------------------------------------------------------------------------------------------------------
Service Fee Fee Fee Fee Fee
------------------------------------------------------------------------------------------------------
Mannual Processing 0.00 .15 + 9(cents) .30 + 9(cents) 0.00 0.00
------------------------------------------------------------------------------------------------------
Authorization Only 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
EDC 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
Electronic ECR/POS interface 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
PC Interface 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
MOTO 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
IVR Interface 0.00 0.00 0.00 0.00 See Chart Below
------------------------------------------------------------------------------------------------------
IVR Support and Fulfillment 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------
14.4 Bundled Pricing - BankCard pricing has been quoted by FDMS per the
attached letter dated September 23, 1996.
14.4.1 See the chart below for pricing breakdown.
---------------------------------------------------------------------------------------------------------------------
Avg. Trans. NOVUS % NOVUS % V/MC % V/MC % TOTAL % AMEX IVR Interface
---------------------------------------------------------------------------------------------------------------------
Tiers Disc. Rate Proc. Fee Disc. Rate Proc. Fee V/MC Rate Proc. Fee Fee in $*
---------------------------------------------------------------------------------------------------------------------
$1 - 5 1.55 0.00 3.39 1.25 4.64 10(cents)/Trans. 1.50
---------------------------------------------------------------------------------------------------------------------
$6 - 10 1.55 0.00 2.79 1.25 4.04 10(cents)/Trans. 1.50
---------------------------------------------------------------------------------------------------------------------
$11 - 25 1.55 0.00 1.82 0.56 2.38 10(cents)/Trans. 2.00
---------------------------------------------------------------------------------------------------------------------
$26 - 50 1.55 0.00 1.67 0.28 1.93 10(cents)/Trans. 2.00
---------------------------------------------------------------------------------------------------------------------
$51 - 75 1.55 0.00 1.59 0.16 1.75 10(cents)/Trans. 2.25
---------------------------------------------------------------------------------------------------------------------
$76 - 100 1.55 0.00 1.55 0.11 1.66 10(cents)/Trans. 2.25
---------------------------------------------------------------------------------------------------------------------
$101 - 150 1.55 0.00 1.49 0.08 1.67 10(cents)/Trans. 2.50
---------------------------------------------------------------------------------------------------------------------
$151 - 200 1.55 0.00 1.46 0.06 1.52 10(cents)/Trans. 2.50
---------------------------------------------------------------------------------------------------------------------
$201 - 700 1.50 0.00 1.45 0.05 1.50 10(cents)/Trans. 2.50
---------------------------------------------------------------------------------------------------------------------
$701 + 1.40 0.00 1.45 0.05 1.60 10(cents)/Trans. 2.75
---------------------------------------------------------------------------------------------------------------------
* U S Audiotex fees are dollar amounts added to the discount rate. U S
Audiotex rates are preliminary, pending their selection of a BankCard
processor.
14.4.2 The NOVUS Services system supports preferential rates.
14.5 Funds Availability Options - Pricing does not vary based on the
availability of funds.
22
<PAGE>
14.6 Terminal Pricing - NOVUS Services equipment, the Verifone Tranz 330 and
Printer 250, can be purchased for $350.00 per terminal/printer
combination.
PC Capture software, as described in sections 11.2 and 15.0, can be
purchased for $50.00 per package. Magnetic strip readers are also
available for purchase.
14.7 IVR Services - See chart on page 22.
14.8 Other Costs - NOVUS Services does not anticipate the need for any
additional fees or charges.
23
<PAGE>
[LOGO]
--------
FIRST
DATA
CORP.
--------
MERCHANT
SERVICES
September 23, 1996
State of California
BankCard Processing Proposal:
In conjunction with NOVUS Services, First Data Merchant Services, sponsored by
First Financial Bank is pleased to participate in a proposal to process bankcard
transactions for the State of California. In this proposal, NOVUS Services would
act as the primary processor and First Data Merchant Services would be the
acquirer/processor for all your VISA and MasterCard transactions. Our services
include bankcard deposit settlement, transaction retrieval requests, chargeback
processing, and Q-Net authorizations.
Our discount rate is inclusive of VISA and MasterCard interchange and assessment
fees levied on each transaction. NOVUS Services' bankcard processing fee is for
terminal authorization, draft capture, and terminal support.
First Data Merchant Services is prepared to offer the State of California the
following tiered rate structure based on the average transaction dollar amount
for all magnetic stripe-read transactions. Manually entered transactions would
be subject to additional "non-qual" charges as described below.
=======================================================
AVG $ TRANS DISCOUNT RATE
-------------------------------------------------------
$1 - 5 3.39
-------------------------------------------------------
$6 - 10 2.79
-------------------------------------------------------
$11 - 25 1.82
-------------------------------------------------------
$26 - 50 1.67
-------------------------------------------------------
$51 - 75 1.59
-------------------------------------------------------
$76 - 100 1.55
-------------------------------------------------------
$101 - 150 1.49
-------------------------------------------------------
$151 - 200 1.46
-------------------------------------------------------
- $201 + 1.45
-------------------------------------------------------
MERCHANT SERVICES
P.O. Box 5561 FORT LAUDERDALE, FLORIDA 33310, TEL. (954) 786-2100
<PAGE>
Since, our discount rate quote is inclusive of the lowest possible interchange
fee, any transactions that do not quality for interchange fee will be assessed
the additional interchange fee amount. "Non-qualifying" transactions include
manually entered transactions (magnetic stripe is not read by the terminal), and
failure to close-out your terminal on a daily basis.
The "non-qual" charges for manually entered transactions are as follows:
VISA - 15 basis points (0.15%) and 9 cents per transaction
MasterCard - 30 basis points (0.30%) and 9 cents per transaction
We look forward to your joining over 135,000 merchants that enjoy the reliable
and accurate credit card processing services at NOVUS Services and First Data
Merchant Services.
Sincerely,
/s/ John G. Bonerba
John G. Bonerba
National Sales Manager,
Indirect Sales
JGB/ka
<PAGE>
--------------------------------------------------------------------------------
15.0 Other Card or Electronic Payment Options
--------------------------------------------------------------------------------
o EFT and ACH based payment services - NOVUS Services can provide these
functions.
o EDI support - We can provide this function.
o ATM support for non-cash services - We do not provide this service.
o Kiosk/customer information terminals - We can provide this function.
o Gateway services and network access - We can provide this service.
o Debit cards - We offer this function.
o Smart cards - We are currently test marketing in this area.
o Pre-paid/stored value cards - We are currently test marketing in this
area.
o Internet payments (including SET compliance) - NOVUS Services announced on
March 25, 1996, their support of the Secure Electronic Transaction (SET)
protocol for credit card payments over the Internet. NOVUS Services
expects to implement an Internet payment system for all NOVUS Card Brands
later this year.
o Other PC based payments - A PC software program is available for
processing card transactions. NOVUS Services offers PC Capture software
which, when used with an IBM compatible computer, is capable of credit
card authorization, draft capture, end of day reporting, check
guarantee/authorization, and automatic bank deposit for all major credit
cards.
o Any other ancillary payment support and information services - NOVUS
Services offers verification and guarantee services for payments made by
check.
24
<PAGE>
(Required in lieu of IRS W-9 when doing business with the State of California)
STD.204 (Rev. [ILLEGIBLE])
PURPOSE: Information contained in this [ILLEGIBLE] will be used by State
agencies to prepare information Returns (Form 1099) and for withholding on
payments to nonresident vendors. (See Privacy Statement on reverse.)
================================================================================
DEPARTMENT/OFFICE
LEASE
RETURN ---------------------------------------------------------------------
TO: STREET ADDRESS
---------------------------------------------------------------------
CITY, STATE, ZIP CODE
================================================================================
VENDOR'S BUSINESS NAME OWNERS FULL NAME (Last, First, M.I.)
NOVUS Services, Inc.
================================================================================
STREET ADDRESS
2500 Lake Cook Road
================================================================================
CITY, STATE, AND ZIP CODE
Riverwoods, IL 60015
================================================================================
ARE YOU SUBJECT TO FEDERAL TAX
WITHHOLDING
(See Withholding for IRS Form [ILLEGIBLE])
|_| YES |X| NO
================================================================================
INSTRUCTIONS: (1). Check box indicating type of business entity and provide
taxpayer identification number.
(2). Check box indicating resident or nonresident. (See
reverse for additional information).
(3). Check one or more VENDOR ACTIVITY boxes specifying
vendor activity type.
================================================================================
VENDOR TYPE: RESIDENCY STATUS
================================================================================
|X| CORPORATION
(Enter [ILLEGIBLE])
| 3 | 6 | - | 4 | 0 | 2 | 0 | 7 | 9 | 2 |
|X| Resident - Qualified to do business in CA/
Permanent place of business in CA
|_| Non Resident (See Reverse)
================================================================================
VENDOR ACTIVITY
--------------------------------------------------------------------------------
A: B:
--------------------------------------------------------------------------------
|_| MEDICAL SERVICES [ILLEGIBLE] |_| SERVICES NOW [ILLEGIBLE]
|_| EQUIPMENT SUPPLIES
([ILLEGIBLE])
|_| RENT
|X| OTHER
([ILLEGIBLE]) Financial
---------
================================================================================
|X| INDIVIDUAL/SOLE PROPRIETOR
(Enter [ILLEGIBLE])
|__|__|__| - |__|__| - |__|__|__|__|
|_| Resident |_| Non Resident (See Reverse)
|_| PARTNERSHIP
(Enter [ILLEGIBLE])
|__|__| - |__|__|__|__|__|__|__|
|_| Resident |_| Non Resident (See Reverse)
|_| ESTATE OR TRUST
(Enter [ILLEGIBLE])
|__|__| - |__|__|__|__|__|__|__|
|_| Resident (Estate) - Decadent was a CA resident at the time of death
|_| Resident (Trust) - At least one trustee is a CA resident
|_| Non Resident (See Reverse)
================================================================================
VENDOR ACTIVITY
--------------------------------------------------------------------------------
A: B:
--------------------------------------------------------------------------------
|_| NON EMPLOYEE COMPENSATION |_| EQUIPMENT/SUPPLIES
[ILLEGIBLE] [ILLEGIBLE]
|_| MEDICAL SERVICES
[ILLEGIBLE]
|_| INTEREST [ILLEGIBLE]
|_| RENT
|_| ROYALTIES
|_| PRIZES AND AWARDS
|_| OTHER [ILLEGIBLE] ____________
__________________________________
================================================================================
I hereby certify under penalty of perjury that the information provided on
this document is true and correct. If my residency status should change. I
will promptly inform you.
================================================================================
AUTHORIZED VENDOR REPRESENTATIVE'S NAME (Type or Print)
Peter Valle
================================================================================
TITLE
Director, Targeted Acquisition
================================================================================
SIGNATURE
/s/ Peter Valle
================================================================================
DATE
9/24/96
================================================================================
TELEPHONE NUMBER
(847) 405-3320
================================================================================
OFFICIAL STATE USE ONLY
================================================================================
CONTRACT LEASE NUMBER ([ILLEGIBLE])
|_| NONEMPLOYEE COMPENSATION |_| MEDICAL SERVICES |_| RENT |_| OTHER ________
================================================================================
PORTABLE INCOME CODE PER STATE ADMINISTRATIVE
MANUAL SECTION 8422 19/Check One INITIALS DATE INITIALED
|_| 1 |_| 2 |_| 3 |_| 4 |_| 5 |_| 6 |_| 7
================================================================================
NONRESIDENT WITHHOLDING
|_| STANDARD RATE
|_| WAIVED
|_| REDUCED RATE _____________
================================================================================
<PAGE>
[ILLEGIBLE]
================================================================================
COMPANY NAME
NOVUS Services, Inc.
--------------------------------------------------------------------------------
The company named above (hereinafter referred to as "prospective contractor")
hereby certifies, unless specifically exempted, compliance with Government Code
Section 12990 (a-f) and California Code of Regulations, Title 2, Division 4,
Chapter 5 in matters relating to reporting requirements and the development,
implementation and maintenance of a Nondiscrimination Program. Prospective
contractor agrees not to unlawfully discriminate, harass or allow harassment
against any employee or applicant for employment because of a sex, race, color,
ancestry, religious creed, national origin, disability (including HIV and AIDS),
medical condition (cancer), age, marital status, denial of family and medical
care leave and denial of pregnancy disability leave.
--------------------------------------------------------------------------------
CERTIFICATION
--------------------------------------------------------------------------------
I, the official named below, hereby swear that I am duly authorized to legally
bind the prospective contractor to the above described certification. I am fully
aware that this certification, executed on the date and in the county below, is
made under penalty of perjury under the laws of the State of California.
--------------------------------------------------------------------------------
OFFICIAL NAME
Peter Valle
--------------------------------------------------------------------------------
DATE EXECUTED EXECUTED IN THE COUNTY OF
September 23, 1996 Lake
--------------------------------------------------------------------------------
PROSPECTIVE CONTRACTOR'S SIGNATURE
/s/ Peter Valle
--------------------------------------------------------------------------------
PROSPECTIVE CONTRACTOR'S TITLE
Director, Targeted Acquisition
--------------------------------------------------------------------------------
PROSPECTIVE CONTRACTOR'S LEGAL BUSINESS NAME
NOVUS Services, Inc.
================================================================================