EXHIBIT 99.5
CUSTOMER AGREEMENT
This Agreement between triVIN, Inc, a Delaware corporation (the "Company"),
located at 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxx 00000, and
American Honda Finance Corporation (the "Customer"), located 000 Xxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, replaces the existing Service Agreement
dated February 14, 1997 between FDI Service Bureau and American Honda Finance.
Replacement of the February 14, 1997 Service Agreement is in response to the
acquisition of FDI by triVIN, Inc. and to reflect revised service and pricing
agreed to by American Honda Finance Corporation and triVIN, Inc.
RECITALS
WHEREAS, Customer is in the consumer lending and leasing business and
owns, for lease or has a financial interest in vehicles located in each of the
states referenced on Schedule 1 (each individually the "State" and collectively
the "States").
WHEREAS, the agency chartered with the administration of motor vehicles in
each of the States (individually the "DMV" and collectively the "DMVs") has
established programs to enable entities such as Customer, which are approved by
the State, to electronically process certain transactions with the DMV
(individually the "DMV Online Program" and collectively the "DMV Online
Programs); and
WHEREAS, Customer has entered into, or intends to enter into, the
necessary contracts and any other agreements as required by each of the States
for participation in the DMV Online Programs; and
WHEREAS, Company provides software-based services in connection with the
DMV Online Programs, pursuant to contracts that have been executed by the DMVs
and Company, and additionally provides software-based products and services that
facilitate title management for consumer lending and leasing entities, which
include, but are not limited to;
Electronic Lien and Title ("ELT"): DMV Online Programs enabling
authorized parties to electronically receive lien confirmation
from the DMV, to electronically store the e-title and to
electronically release lien interest back to the DMV;
Inquiry: DMV Online Programs enabling authorized parties to
electronically access DMV vehicle and driver records resident on
the DMV database;
Total Title Administration ("TTA"): Company provided software
tools and services to respond to title receipt via paper title
and ELT, match title and account information, validate title
data and identify applicable discrepancies when compared to
account data, follow-up for non-receipt
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of title, store titles electronically or via paper, provide
suspense and note capabilities, and support electronic or paper
title release;
Electronic Registration and Title ("ERT"): DMV Online programs
enabling authorized parties to file electronic applications for
certificates of title and vehicle registration;
(collectively known as the "Programs"); and
WHEREAS, Company and Customer desire to enter into an agreement to
establish the terms of the arrangement whereby Company will render services to
Customer,
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. TERM AND TERMINATION
(a) The term of this Agreement shall begin on the date this
Agreement is signed by both parties and shall continue for one
(1) year, with automatically renewable one-year terms, unless
sooner terminated by Customer or Company as follows:
(i) immediately upon notice to the other party of a repeated
breach or of a breach that cannot be cured.
(ii) immediately upon notice to the other party that all States
have revoked Company's or Customer's right to participate in
the DMV Online Programs;
(iii) thirty (30) days after notice of any other type of breach,
unless such breach is cured within the thirty days, or
(iv) upon at least sixty (60) days prior written notice.
This Agreement shall automatically be renewed for additional
one-year periods until it terminates as stated above.
(b) Upon termination of this Agreement, the Company will immediately
return to the Customer all title data in an electronic format as
mutually agreed upon and will thereafter destroy confidential
Customer data including Borrower Name, Loan Number, Account Number,
Registered Owner Name, Registered Owner Address that had been in the
Company's possession. Any paper titles being maintained by the
Company will immediately be returned to the Customer.
(c) Without limiting the generality of Section 1(a) above, Customer
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acknowledges and agrees that a DMV, in its sole discretion and for
any reason it deems sufficient, may terminate the participation of
Customer in the DMV Online Program and Company will in that case be
compelled to immediately terminate Customer's access to Company's
automated registration and titling services as they relate to the
relevant State. In the event that Company's or Customer's
participation in all of the DMV Online Programs is terminated by the
DMVs, this Agreement will terminate immediately thereupon.
2. PROGRAM AND COMPANY SYSTEM
(a) The Company shall allow Customer access to its automated titling and
/ or registration systems so that Customer can participate in the
Programs as referenced in Schedule 1. In certain of the States this
will require that Company supply certain personal computer software
to Customer (the "PC Software"). The PC Software (in those states
where such PC Software is required), access to the company's
computing complex in Groton, Connecticut or Sacramento, California
and to the software residing therein (the "Server Software"), any
documentation relating to the PC Software and the Server Software,
and any upgrades or updates to the PC Software or Server Software
provided by Company from time to time are collectively included as
the "Programs".
(b) The Company hereby grants Customer a non-exclusive, non transferable
license to use the Programs internally in its own business as a
consumer lender and lessor to process its own work solely in
connection with this Agreement. The Programs may not be otherwise
used or disclosed by Customer to others except Customer's employees
whose duties require such in the course of Customer's business.
Customer shall not copy any part of the Programs, in whole or part,
in any form except for back-up purposes only and then only with a
warning notice of this limited purpose. Customer may not modify the
Programs or decompile, disassemble, reverse engineer or otherwise
reduce the Programs to human-perceivable form. Customer may not use
the Programs as part of a commercial time-sharing or service bureau
operation or in any other resale capacity. Customer may not transfer
operational use of the Programs to a third party except as permitted
by Section 10(e). Customer must protect the Programs from
unauthorized disclosure or use. The Programs (including all copies
of any and all parts thereof) shall be returned immediately by
Customer to Company upon termination of this Agreement, at Company's
request.
(c) The Programs (including, without limitation, its appearance,
documentation, code, organization and structure) is and shall remain
the sole and absolute property of Company or its suppliers, and is
protected under U.S. copyright laws and international treaty
provisions. All copies of any and all of the components of the
Programs made by Customer in accordance with this Agreement shall
contain Company's copyright notices. The programs are licensed, not
sold. Title, ownership rights and intellectual property rights in
and to the Programs, or
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any copy, are retained by Company or its suppliers. Customer must
treat the Programs like any other copyrighted material except as
expressly permitted in this Section 2.
(d) In addition, Customer agrees to read any terms and conditions
packaged with or within the PC Software or, if the Program is
provided through an Internet web site, Customer agrees to read any
terms and conditions for the Programs found on such web site, prior
to using the Programs. Customer must agree to be bound by any such
terms and conditions prior to using the Program with respect to a
given State. By using the Programs, Customer is acknowledging that
it has read, understands, and agrees to be bound by, any such terms
and conditions.
3. FEES
(a) Schedule 1 attached to this Agreement as of the effective date, sets
forth the Programs the Customer has elected to utilize and the
States with which the Customer has entered into contracts or intends
to enter into contracts with the DMV, and the associated fees
charged by the Company. Payments shall be made via the methods and
in the timeframe referenced in Schedule 1.
(b) When, and if, the Customer enters into contracts for DMV Online
Programs with any other state or to utilize additional Programs
provided by the company, the Customer and the company shall amend
Schedule 1 to add such states or Programs, and to set forth
associated fees and amend Schedule 2 and Schedule 3 as required
based on the processes and procedures agreed to for the Programs
included.
(c) As specified in Schedule 1 as relates to each Program, the Company
will utilize Electronic Funds Transfer as referenced in Section 7 or
will invoice the Customer on a monthly basis for services rendered
and fees and taxes due to the state. Invoice payments are due within
30 days of the date of invoice. The Company agrees that no late
charges will be accrued unless the payment exceeds 60 days of the
date of the invoice.
(d) The Company may elect to charge the Customer for expenses associated
with specific training or specialized services, but only with the
pre-approval of the Customer and concurrence on fees billable.
(e) The Company may only modify fees as outlined in Schedule 1 with the
prior written consent of the Customer.
(f) The Customer may, with reasonable advance notice, audit triVIN's
billing records to ensure accuracy.
4. COMPANY OBLIGATION. The Company shall:
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(a) Provide initial training and re-training as required on the proper
use and operation of the Programs.
(b) Make available to Customer through a Telephone Support Center,
technical and product support specialists as reasonably required to
provide on-going support for the Programs.
(c) Adhere to any specific Program Guidelines included as Schedule 2, as
established and agreed to jointly by the Company and the Customer,
and subject to revision from time to time as may be required.
(d) Use such security procedures as are reasonably sufficient to ensure
that all transmissions and data are authorized and protected from
improper access.
(e) Use reasonable standards to test programs prior to implementing in a
production environment for use by the Customer.
Specific to the use of the Company's ERT product(s) by the Customer if
included in Schedule 1:
(f) Install the PC Software, as required, at Customer's address.
(g) Make available to Customer, from time to time, at Company's
discretion, improvements, enhancements or upgrades of the Programs,
which shall be, at Customer's election, supplied and installed by
Company. Should Customer elect not to incorporate these
improvements, enhancements or updates, Company shall, for a period
of at least one hundred and twenty (120) days following such time as
such improvements, enhancements or updates were made available to
Customer, continue to support the Customer's then existing version
of the Programs. Following such period, the Company may, at its
option, discontinue such support or terminate this Agreement
(h) Provide Customer, upon adequate prior notice from Customer and as
provided for by State requirements, an adequate inventory of license
tags, stickers and registration documents where required.
(i) Obtain DMV fees and provide such DMV calculated amounts to Customer
on a timely basis in format provided by the respective DMV.
(j) Provide timely reporting of fees to be collected from the Customer,
both on behalf of the state and the Company, those fees to be
clearly differentiated.
(k) Pay all DMV fees received from Customer to each respective DMV in
accordance with the provisions of the respective DMV Online
Programs.
5. CUSTOMER'S OBLIGATIONS. Customer shall:
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(a) Compile, enter and transmit complete information to Company or DMV
as appropriate for the registration and filing of motor vehicles in
accordance with the provisions of the respective DMV Online
Programs. Any Inquiries submitted by the Customer or on the
Customer's behalf for DMV access must be requested for legitimate
business purposes as defined by the DMV.
(b) Where required to utilize the Programs, the Customer is responsible
for maintaining at their expense an appropriately configured
connection to the Internet for access to the Company's programs.
(c) Provide designated, competent staff to be trained.
(d) Pay any and all applicable state fees, transmission costs, and
taxes, unless Customer provides relevant exemption certificates.
(e) Jointly work with the Company to define and utilize such security
procedures as are reasonably sufficient to ensure that all
transmissions and data are authorized and protected from improper
access.
(f) Provide timely electronic data interfaces as referenced in Schedule
3 of this Agreement as jointly agreed to by the Company and the
Customer, subject to change from time to time as may be required.
(g) Communicate to the Company any Program variances that are impacting
the Customer for review by the Company.
(h) Jointly work with the Company to implement mutually agreed upon
environment for efficient operation of the Programs.
Specific to the use of the Company's ERT product(s) by the Customer if
included in Schedule 1:
(i) In accordance with Section 7 below, where required, the Company will
establish a deposit account to which the Customer will credit
sufficient available funds to pay for all State charges, fees and
taxes and Company fees incurred through the use of the Programs.
(j) Subject to receipt of the same from the DMV or Company, depending on
State and where Schedule 1 denotes "Indicia - Yes", maintain at all
times an adequate inventory of all license tags, stickers and
registration documents, and retain these in a safe secure space
subject to audit at any time during Customer's business hours by
Company or its designee.
(k) With respect to any documentation generated from use of the Programs
required
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to be delivered to the DMV, ensure that such documentation is
received by the DMV (via traceable mail, hand delivery or other
trusted and traceable means) in accordance with the provisions of
the respective DMV Online Programs.
(l) In accordance with Section 5(c) and Section 7 below, pay any and all
charges, fees and taxes by electronic funds transfer as and when
they are due. In addition, where Schedule 1 denotes "Indicia - Yes",
Customer shall be responsible for all charges associated with the
delivery of license tags, stickers, registration documents and other
supplies (including, without limitation, in-bound and out-bound
freight, transportation and insurance charges).
6. WARRANTY; DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
(a) The Company warrants (1) that it owns the Programs or has the right
to grant Customer a license to the Programs; (2) that the media on
which the programs are provided, if any, shall be free of defects in
materials or workmanship for ninety days under normal use; and (3)
that the Programs will perform in substantial conformance with the
functions described in the Program documentation. While functions
contained within the Programs provided by the Company meet normally
accepted title and registration requirements, the company does not
warrant that the functions contained in the Programs will meet the
Customer's unique requirements or that the operation of the Programs
will be entirely error free or appear precisely as described in the
Programs documentation.
(b) The Company EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT.
(c) Neither Party, nor any State shall be liable in any event for any
failure to perform or delay or service interruption resulting,
directly or indirectly, from any cause beyond its control. The
Company's, the Customer's and each individual State's liability from
any and all causes arising out of or related to this Agreement, and
regardless of the form of action, whether in contract or in tort
(including without limitation breach of warranty, negligence and
strict liability in tort) shall be no more than the fees received by
Company. UNDER NO CIRCUMSTANCES SHALL, COMPANY, THE CUSTOMER, OR ANY
OF THE STATES BE LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL,
SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER BASED ON LOSS OF
REVENUE, LOSS OF BUSINESS INFORMATION OR OTHERWISE
7. TRANSFER OF FUNDS - ERT PROGRAMS ONLY
(a) For Transactions referenced in Schedule 1 as ACH, no later than
midnight of each day, Company shall provide to Customer via a report
by State, any and all
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charges, fees and taxes required by the State and any Company fees
for services rendered in connection with the titling and
registration of the motor vehicle in that state (cumulatively
"Transaction Fees"), for transactions that occurred during that day
("Transaction Day). Customer agrees to fund a deposit account(s)
held by the Company with funds that are available the next business
day from the Transaction Date, that account(s) to be electronically
accessed by the Company for electronic funds transfer for purposes
of payment of State and Company Transaction Fees associated with the
Program in that State. All funds placed in the account(s) by the
Customer remain the property of the Customer until such time as
transferred either to the State for payment of DMV fees due or to
the Company in payment of Company fees due.
8. CONFIDENTIALITY
(a) The Company treats the software and services provided and its'
related support materials as trade secrets and reserves all
copyrights and other intellectual property tights.
(b) The Customer acknowledges that the information, including all user
documentation is and shall remain the sole property of the Company.
The Customer further agrees that the Programs and any other
materials supplied by the Company to the Client are proprietary
trade secrets, protected by law and of substantial value to the
Company and their use and disclosure must be carefully and
continuously controlled.
(c) The Company acknowledges the Customer has granted access to
confidential information. The Company will treat this data as
confidential and will not grant others access to confidential data
except for information sent to the state or as otherwise expressly
agreed to herein by the Customer.
(d) As part of its' Electronic Lien and Title product, the Company
provides an "Unable to Locate" information and search database,
herein referred to as the UTLISD, for use by the Customer at no
charge. The Customer expressly agrees to allow the Company to
extract and use certain information from the Customer's data in the
UTLISD. The Customer further understands and agrees that the
extracted data will be available to and for the use of the Company
and its other Customers for the express purpose of researching
"unable to Locate" motor vehicle titles. The Customer understands
and agrees that it is receiving a benefit by participating in the
UTLISD and that other participants in UTLISD have also agreed to
share information similar to the information being shared by the
Customer.
9. CONTINGENCY PROCESSING
(a) On a monthly basis, the Company shall place in an escrow account
established to the benefit of the Customer, a then current copy of
the Company's software and a
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current Customer data file. While the Company maintains all legal
rights as owner of the software, the Customer may utilize the
software and data to support transition to paper titles or to
another electronic title vendor only in the event of a default that
is not corrected within 30 days of written notification of default,
or if the Company is no longer in business and does not provide
transition support for the Customer.
(b) The Company will provide to the customer upon request copies of the
then current SAS 70 Report relating to the Company as well as copies
of the Company's Disaster Planning document.
10. PRIVACY OF CONSUMER FINANCIAL INFORMATION
The Company agrees to comply with the Customer's guidelines established
based on passage of the Xxxxx-Xxxxx-Xxxxxx Act (15 U.S.C. Sections 6801,
et seq.) and the "Privacy of Consumer Financial Information" regulations
(12 C.F.R. Part 40), where applicable to the services rendered under this
agreement. The Customer agrees that the Company may release consumer
information provided by the Customer to the Company to the State
jurisdictions and business partners as may be required to complete title
and registration activities.
11. INDEMNIFICATION
(a) The Company agrees to indemnity and hold harmless, including
reasonable attorney's fees, the Customer, its' corporate affiliates,
and any employee or agent thereof, and clients of the Customer (each
of the foregoing being hereinafter referred to individually as the
"Indemnified Party") against liability to third parties, other than
liability solely the fault of the Indemnified Party, from any claim,
suite or proceeding against the Customer arising from any business
activity of the Company or the Company's employees, agents or
representatives; provided than the Company is promptly notified in
writing of any such claim, suite or proceeding against the Customer.
(b) The Customer agrees to indemnity and hold harmless, including
reasonable attorney's fees, the Company, its' corporate affiliates,
and any employee or agent thereof, and clients of the Company (each
of the foregoing being hereinafter referred to individually as the
"Indemnified Party") against liability to third parties, other than
liability solely the fault of the Indemnified Party, from any claim,
suite or proceeding against the Company arising from any business
activity of the Customer or the Customer's employees, agents or
representatives; provided that the customer is promptly notified in
writing of any such claim, suite or proceeding against the Company.
12. GENERAL PROVISIONS
(a) Relationship of the Parties. Nothing contained in this Agreement
shall be
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construed as conferring upon Customer, directly or indirectly, any
rights beyond those expressly provided herein. Furthermore, nothing
contained in this Agreement shall be construed as creating a joint
venture, partnership or employment relationship between the parties.
(b) Entire Agreement; Amendment. This Agreement constitutes the entire
understanding between the parties with respect to its subject matter
and supersedes all previous negotiations, representations,
understandings and agreements. No amendment of this Agreement shall
be effective unless such amendment is in writing and has been signed
by both of the parties.
(c) Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of California without regard
to its choice of law rules. Customer hereby consents to the
jurisdiction of the courts of the State of California and the
federal courts located in the State of California, including the
exercise of personal jurisdiction over it by such courts.
(d) Compliance with Laws. Customer will comply with all applicable laws,
rules and regulations in its performance of this Agreement.
(e) Assignment. No assignment of this Agreement by Customer shall be
effective without the prior written consent of Company, provided,
however, that Customer may assign this Agreement, without the
consent of Company, to a successor-in interest as the result of a
merger or to a purchaser of a substantial portion of the business or
operations of Customer.
(f) Notices. Any notice, payment, demand or communication required or
permitted to be given by any provision of this Agreement shall be in
writing and shall be delivered personally to the party to whom the
same is directed, or sent by regular, registered or certified mail,
addressed to the party to whom directed at its address as set forth
on page 1 of this Agreement or to such other address as such party
may from time to time specify by notice to the parties. Any such
notice shall be deemed to be delivered, given and received for all
purposes as of the date so delivered, if delivered personally or if
sent by regular mail, as of the date on which the same was deposited
in a regularly maintained receptacle for the deposit of United
States mail if sent by registered or certified mail, postage and
charges prepaid.
(g) Force Majeure. The Company shall not be liable for any period of
delay or failure to perform any obligation herein when the delay is
due to any cause beyond its control including but not limited to
acts of God, fire, floods, wars, terrorist attacks, accidents, labor
disputes or shortages, power failures, governmental laws,
ordinances, rules and regulations, inability to obtain material,
equipment or transportation, and any other similar or different
contingency.
(h) Further Assurance. The parties agree to execute such documents as
may be
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required in order to carry out the transactions contemplated herein
and each party shall cooperate and take all such further actions as
may be reasonably required to carry out the transactions
contemplated by this Agreement.
(i) Headings. The headings contained in this Agreement are for reference
and convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(j) Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable, the parties agree to replace it
with a substitute provision that reflects the original provision as
nearly as possible in accordance with applicable law, and the other
provisions of this Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the panties have executed this Agreement as of the
last date shown below.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By:__________________________________ By:__________________________________
Name:________________________________ Name:________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
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Schedule 1 - Company Fees by State
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Company
Effective Indicia Installation Fee ELT
State Date Y/N (one time) Monthly Support Charge
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ELT Products
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1- 2 ELT States in Production 12/1/01 No Not Applicable Not Applicable $.82
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3 ELT States in Production 12/1/01 No Not Applicable Not Applicable $.72
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4 ELT States in Production 12/1/01 No Not Applicable Not Applicable $.65
---------------------------------------------------------------------------------------------------
5 - 6 ELT States in Production 12/1/01 No Not Applicable Not Applicable $.59
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7+ ELT States in Production 12/1/01 No Not Applicable Not Applicable $.53
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ERT Products
---------------------------------------------------------------------------------------------------
Not Applicable
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Total Title Mgt
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Not Applicable
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National Inquiries
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Not Applicable
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ELT Product Billing:
- Any state fees or charges are the responsibility of the Customer
- Fees will be invoiced monthly with payment due within 30 days of invoice
date. Late charges will be accrued only if the payment date exceeds 60
days from the invoice date.
- For purposes of ELT, a transaction is composed of two segments, an account
segment and a title segment
- This Company ELT charge is based on each transaction that is set up within
the system (either account or title whichever is received first). Only one
segment of each transaction is chargeable.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By:__________________________________ By:__________________________________
Name:________________________________ Name:________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
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Schedule 2 - Total Title Administration Processing Guidelines
PAGE INTENTIONALLY LEFT BLANK
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Schedule 3 - Electronic Data Interface
Goals
The following are the goals for establishing data transfers between the Customer
and the Company:
o Ensure the security and integrity of the data being exchanged
between the Customer and the Company.
o Reduce manual activities by the Customer's branch personnel.
o Support electronic matching, comparison and validation ("title
perfection") of account and title data.
o Allow "perfected title" information to be uploaded from the
Company's system to the Customer's, to automate the update of the
title status for the loan (Xxxx) or lease (LeMans).
o Evaluate validity of "perfected titles" the Company currently has as
active records, resolving missing information or discrepancies that
might exist, where needed.
o Improve the quality of title/account data being shared between the
Company and the Customer.
o To more effectively utilize the capabilities of the Company's title
tracking processes.
o Establish a protocol and methodology for effectively expanding ELT
usage to other states without additional technical support from the
Customer.
Process Overview
The use of electronic file transfers requires the following file exchanges:
o Download of Customer New Loan/Lease File: On an ongoing basis, New
Account data from Xxxx and LeMans will be downloaded to the Company.
This data will be used to electronically match account and title
data within the Company's system and to initiate comparison and
"title perfection." Title/Account discrepancies will also be noted
for Customer resolution.
o Upload from the Company to the Customer of New "Perfected" Titles:
On an ongoing basis, New "Perfected" Titles will be uploaded to the
Customer. This data will be used to electronically update the
corresponding Customer retail or lease account in Xxxx or LeMans
with "perfected title" information.
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Assumptions
o Because "releases" are not included in the Downloaded file, the
Customer staff will manually process release information.
o Data in the file transfer sent from the Customer is the intended
data set. The Company cannot guarantee the contents of the data. The
Company can only verify the file format.
o Data in the file transfer sent from the Company is the intended data
set.
Risks
o If data files are not received and processed at specified times,
Service Level standards may be compromised.
System Design
Download (Loan and Lease Data) File Description
o Intended use: New Loans and Leases
o Frequency: Daily file
o Approximate File Size: 1 MB
o Approximate Record Count: Approximately 500 records
o Send Time: Circa 5:00 am PST
o Receive Time: Circa 7:00 am PST
o Transfer Method: FTP - Encrypted File
File formats will be mutually agreed upon and may be modified with the mutual
consent of the Company and the Customer.
Upload ("Perfected Title" Data) File Description
o Intended use: New "Perfected" titles
o Frequency: Daily file
o Approximate File Size: 225 MB
o Approximate Record Count: Approximately 500 records
o Send Time: Circa 4:00 pm PST
o Receive Time: Circa 6:00 pm PST
o Transfer Method: FTP - Encrypted File
File formats will be mutually agreed upon and may be modified with the mutual
consent of the Company and the Customer.
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Testing
Testing including encryption/decryption activities, file transfers and
processing have been satisfactory completed by both the Customer and the
Company.
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AMENDMENT TO CUSTOMER AGREEMENT
This Amendment to Customer Agreement dated as of January 7, 2004 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.
RECITALS
This Amendment is made with reference to the following facts:
A. The parties hereto are parties to a Customer Agreement dated as of
February 5, 2002. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth for such terms in the Customer Agreement. Pursuant
to the Customer Agreement, Company provides software-based services In
connection with, DMV Online Programs as well as products and services that
facilitate title management.
B. Subject to the terms and conditions set forth herein, Company and
Customer have agreed to amend the customer Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and benefits
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:
1. Effective as of January 7, 2004, a subsection (d) is added to
Section 6 to read as follows:
(d) Company agrees to indemnify Customer for the reasonable costs,
expenses, losses and liabilities the Customer incurs when they
sustain a loss as a result of the failure to reflect Customer
(or an affiliate) as lienholder or owner, as appropriate, on
the New York vehicle title where the cause of that failure is
mutually agreed upon by the Company and the Customer to be the
Responsibility of the Company. The Company's Responsibility
includes:
FDI Responsibility:
o Provide software solutions that reflect the written ELT
specifications as provided by New York.
o Receive New Business files and import qualifying accounts received
from HFS in a timely manner.
o Submit electronic New York lien filings in a timely manner on
qualifying New York accounts that contain sufficient data as
required by the state.
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o Retrieve and display lien confirmations and error messages returned
by New York in a timely manner so that error situations can be
promptly resolved by HFS.
o Return perfected title information to HFS on a timely basis so that
they can update their database.
o Provide accurate documentation and reasonable support to respond to
questions or concerns raised by HFS
It is both the Company's and the Customer's intent to resolve performance
issues in a manner reflecting the relationship that exists between the two
entities. Accordingly, negotiations between the Company and the corporate
designee(s) as appointed by the Customer will be reasonable and in good
faith.
This Indemnity obligation shall only apply to new account transactions
that are electronically received by the Company after January 7, 2004 and
shall not exceed in the aggregate the total fees paid by Customer for
Electronic Len and Title services in participating states during the
twelve (12) month period preceding the first claim. In addition, this
indemnification does not extend to claims to the extent they arise out of
the negligence, willful misconduct or other fault of any Indemnified Party
or the individual State in which the vehicle title was to be recorded, or
out of circumstances beyond the control of the Company. This
indemnification shall survive the termination of the Customer Agreement.
Sections 6(a), 6(b) and 6(c) shall continue to remain in effect.
2. This Amendment sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof. Neither this Amendment
nor any term hereof may be amended, waived, discharged or terminated
except by a writing signed by each of the parties hereto.
3. Except as otherwise provided herein, all terms and conditions of the
Customer Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By:__________________________________ By:__________________________________
Name:________________________________ Name:________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
18
Amendment 2 - End of Term Processing
AMENDMENT TO CUSTOMER AGREEMENT
This Amendment to Customer Agreement dated as of June 20, 2005 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.
RECITALS
This Amendment is made with reference to the following facts:
A. The parties hereto are parties to a Customer Agreement dated as of
February 5, 2002. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth for such terms in the Customer Agreement. Pursuant
to the Customer Agreement, Company provides software-based services in
connection with DMV Online programs as well as products and services that
facilitate title management.
B. Subject to the terms and conditions set forth herein, Company and
Customer (together the Parties) have agreed to amend the Customer Agreement as
set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and benefits
contained herein, and for other xxxx and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:
1. Definitions:
a. "Responsibility Matrix" means that document produced by the
Parties during implementation that covers the scope and
magnitude of the services to be provided under this agreement;
together with any modifications and changes thereto that the
parties may agree upon. Any such changes or modifications
shall be in writing.
b. "Service Level Standard" means the performance measurements
agreed to by Parties during implementation that defines the
timeliness and quality of services provided by the Company.
Any such changes or modifications shall be in writing.
2. Effective as of July 1, 2005, the Company hereby agrees to provide
the Services described in Schedule 2 and further detailed on the
attached Responsibility Matrix. In providing the Services, the
Company will meet the requirements and comply with the Service Level
Standards included in the Responsibility Matrix. Because of the
evolving nature of title administration services, the Company has
the right in its discretion to amend its processes, requirements and
Service Xxxxx
00
Standards from time to time. Any mutually agreed upon variation in
requirements, processes and service level standards that materially
revise the process or would require additional costs for the
Customer must be approved by the Customer in advance with at least
30 business days prior written notice, which approval will not be
unreasonably withheld. Material revisions include changes that
modify defined activities, revise the outcome or frequency of tasks,
or impact cost.
3. Effective as of July 1, 2005, the Company and Customer hereby agree
to the revised Pricing Schedule described in Schedule 1.
4. This Amendment sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof. Neither this Amendment
nor any term hereof may be amended, waived, discharged or terminated
except by a writing signed by each of the parties hereto.
5. The term of this amendment is subject to the term of the Customer
Agreement.
6. Except as otherwise provided herein, all terms and conditions of the
Customer Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By:__________________________________ By:__________________________________
Name:________________________________ Name:________________________________
Title:_______________________________ Title:_______________________________
Date:________________________________ Date:________________________________
20
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21
Schedule 1 - Company Fees by State
-----------------------------------------------------------------------------------------------------------------------------------
Indicia Installation Monthly ELT ERT Title Admin.
State / Product Effective Date Y/N Fee (One Time) Support Charge Charge Charge
-----------------------------------------------------------------------------------------------------------------------------------
ELT Products
-----------------------------------------------------------------------------------------------------------------------------------
1-2 ELT States in Production 12/01/01 No Not Applicable Not Applicable $.82
-----------------------------------------------------------------------------------------------------------------------------------
3 ELT States in Production 12/01/01 No Not Applicable Not Applicable $.72
-----------------------------------------------------------------------------------------------------------------------------------
4 ELT States in Production 12/01/01 No Not Applicable Not Applicable $.65
-----------------------------------------------------------------------------------------------------------------------------------
5-6 ELT States in Production 12/01/01 No Not Applicable Not Applicable $.59
-----------------------------------------------------------------------------------------------------------------------------------
7+ ELT States in Production 12/01/01 No Not Applicable Not Applicable $.53
-----------------------------------------------------------------------------------------------------------------------------------
ERT Products
-----------------------------------------------------------------------------------------------------------------------------------
Ohio e-Titling Product 6/1/03 No Not Applicable Not Applicable $ 5.00
-----------------------------------------------------------------------------------------------------------------------------------
End of Lease Term Processing - See Schedule 2
-----------------------------------------------------------------------------------------------------------------------------------
Receipt and processing of titles received
from the Regions or jurisdictions 7/01/05 No Not Applicable Not Applicable $1.05
-----------------------------------------------------------------------------------------------------------------------------------
Title disposition - Auction or
return to AHFC 7/01/05 No Not Applicable Not Applicable $1.00
-----------------------------------------------------------------------------------------------------------------------------------
Title Disposition - Sale to
Dealer or Lessee 7/01/05 No Not Applicable Not Applicable $1.28
-----------------------------------------------------------------------------------------------------------------------------------
Title Correction, Maintenance,
or Duplicate 7/01/05 No Not Applicable Not Applicable $6.00
-----------------------------------------------------------------------------------------------------------------------------------
Motor Vehicle Inquiry - Online or Web 7/01/05 No Not Applicable Not Applicable $2.00
-----------------------------------------------------------------------------------------------------------------------------------
Motor Vehicle Inquiry - Call, Letter, Fax 7/01/05 No Not Applicable Not Applicable $5.00
-----------------------------------------------------------------------------------------------------------------------------------
Custom Programming / Development 7/01/05 No Not Applicable Not Applicable $155 / Hr.
-----------------------------------------------------------------------------------------------------------------------------------
22
Schedule 1 (cont'd)
ELT Product Billing:
o Any state fees or changes are the responsibility of the Customer
o Fees will be invoiced monthly with payment due within 30 days of the
invoice date. Late charges will be accrued only if the payment date
exceeds 60 days from the invoice date.
o For purposes of ELT, a transaction is composed of two segments, and
account segment and a little segment.
o The Company ELT Charge is based on each transaction that is set up within
the system (either account or title whichever is received first). Only one
segment of each transaction is chargeable.
ERT Product Billing:
o Any state or agency fees or charges are the responsibility of the Customer
o State fees and FDI charges are payable at the time of the transaction via
ACH unless an alternative method is mutually agreed upon.
Total Title Administration Product:
o Any state or agency fees or charges are the responsibility of the Customer
o All postage or overnight fees are a direct pass through to the Customer
o Requirements and effort for any customized programming or development must
be agreed upon in writing prior to the start of the project
o Service Level Standards are included in this Amendment.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By: _______________________________ By: _____________________________
Name: _______________________________ Name: _____________________________
Title: _______________________________ Title: _____________________________
Date: _______________________________ Date: _____________________________
23
Schedule 2 - Total Title Administration Guidelines
The Customer has elected to outsource to the Company certain end of lease term
title processing. See the attached Responsibility Matrix, which details
processes, responsibilities, and Service Level Standards.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By: _______________________________ By: _____________________________
Name: _______________________________ Name: _____________________________
Title: _______________________________ Title: _____________________________
Date: _______________________________ Date: _____________________________
24
Responsibility Matrix - End of Lease Term Processing
---------------------------------------------------------------------------------------------------------
FDI Deliverable Comment
---------------------------------------------------------------------------------------------------------
Receipt from AHFC of manifest of Leases Expiring in This list is used as the starting point for all
6 months added to FDI's database activities taken to centralize titles in advance of
end of lease term.
---------------------------------------------------------------------------------------------------------
Paper Title request will be sent electronically to FDI will follow the methodology currently used to
the participating DMV If lease secured by an obtain paper titles from e-titles at receipt of
e-title is on the Manifest Manifest
---------------------------------------------------------------------------------------------------------
Provide list / report of paper titles to a Regional
Office of leases and balloons secured by a paper
title
---------------------------------------------------------------------------------------------------------
Receipt of paper titles from a Regional Office and FDI will scan, optically read and verify title data
the DMVs and matching to lease or balloon account and match with lease existing in file
in specialized end of term database
---------------------------------------------------------------------------------------------------------
Obtain Duplicate Titles as requested by a. Regional In the event that a Regional Office cannot locate a
Office paper title, FDI may be asked to obtain a duplicate
title on behalf of the Region
---------------------------------------------------------------------------------------------------------
Perform Motor Vehicle Inquiry as requested by a In the event that a Regional Office cannot locate a
Regional Office paper title, FDI may be asked to perform a Motor
Vehicle Inquiry on their behalf
---------------------------------------------------------------------------------------------------------
FDI will store paper titles in a secured, fire
protected area pending disposition information from
AHFC
---------------------------------------------------------------------------------------------------------
FDI will submit title to the DMV for correction or It is anticipated that very few title corrections
maintenance as directed by AHFC will be required. Title maintenance should also be
limited during the last 6 months of the term
---------------------------------------------------------------------------------------------------------
FDI will provide reports / list of titles not A Regional Office will take steps to provide titles
received within given time frames. that were not in hand (as either paper or e-title)
at request 6 months prior to end of term
---------------------------------------------------------------------------------------------------------
FDI will take actions on the missing e-titles as FDI will follow-up for receipt of paper titles
they were requested by FDI. relating to lease originally secured by e-titles.
---------------------------------------------------------------------------------------------------------
Receipt of disposition information electronically The disposition status provided electronically are
from AHFC Sale of Leased Vehicles to Lessee; Sale of Leased
Vehicles to Dealer and / or Auction disposal; and
Disposition of Balloon Vehicle via Auction.
---------------------------------------------------------------------------------------------------------
At receipt of "SL" Release Type on lease account, Sale of Leased Vehicle to Lessee
FDI will generate a thank you letter to the lessee
and a xxxx of sale / odometer statement for that
party listed by AHFC as purchasing the vehicle and
route to the
---------------------------------------------------------------------------------------------------------
25
---------------------------------------------------------------------------------------------------------
FDI Deliverable Comment
---------------------------------------------------------------------------------------------------------
purchaser
---------------------------------------------------------------------------------------------------------
At receipt of "AU" Release Type on lease account, Sale of Leased Vehicle to Dealer (at end of term or
FDI will generate a thank you letter to the lessee via VIPS)
and route title to the dealer along with cover
letter if needed
---------------------------------------------------------------------------------------------------------
At receipt of "BA" Release Type, FDI will generate Lease or Balloon Vehicle disposed of via Auction
a thank you letter to the borrower and route title
to the auction
---------------------------------------------------------------------------------------------------------
At receipt of "RO" Release Type on balloon account, Borrower payoff of Balloon - vehicle being kept by
FDI will generate a thank you letter to the the Borrower
borrower and route title to the borrower.
---------------------------------------------------------------------------------------------------------
At receipt of "LO" Release Type on balloon account, Dealer elects to acquire Balloon vehicle
FDI will generate a thank you letter to the
borrower and route title with a cover to the
dealer.
---------------------------------------------------------------------------------------------------------
Upload of release confirmation of AHFC This information will be used by AHFC to record
title mail date and signify the closing of FDI
activities
---------------------------------------------------------------------------------------------------------
AHFC and FDI will develop Statement of Work as a more detailed documentation of
the activities outlined in the Responsibility Matrix.
Service level Agreements - End of Lease Term Processing
26
---------------------------------------------------------------------------------------------------------
Task Standard
---------------------------------------------------------------------------------------------------------
Process all files received from AHFC Within 1 Business Day of Receipt
---------------------------------------------------------------------------------------------------------
Titles / Mail received, opened, sorted, imaged, Within 5 Business Days of Receipt
optically read, the OCR data verified, and title
date uploaded to XXXX
---------------------------------------------------------------------------------------------------------
Upload required data to AHFC As Mutually Agreed Upon with AHFC
---------------------------------------------------------------------------------------------------------
Correction of Title / Title Maintenance Submit to the DMV Within 2 Business Days of Request
---------------------------------------------------------------------------------------------------------
Title Follow-up Activities for Non-receipt of Title Within 2 Business Days of Agreed Upon Scheduled
Activity
---------------------------------------------------------------------------------------------------------
Processing of Title Disposition based on Release Request Received by 1 PM PT will be processed by
Type end of the next Business Day
---------------------------------------------------------------------------------------------------------
FDI will provide a monthly reporting of performance to Service Level Agreement
based on mutually developed criteria. Failure to meet Service Level Standards
may result in fee discounts or penalties to FDI. Such changes would require
mutual written agreement between AHFC and FDI prior to execution.
27
Amendment 3 - General Agreement Changes
AMENDMENT TO CUSTOMER AGREEMENT
This Amendment to Customer Agreement dated as of June 20, 2005 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.
RECITALS
This Agreement is made with reference to the following facts:
A. The parties hereto are parties to a Customer Agreement dated as of
February 5, 2002. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth for such terms in the Customer Agreement. Pursuant
to the Customer Agreement, Company provides software-based services in
connection with DMV Online Programs as well as products and services that
facilitate title management.
B. Subject to the terms and conditions set forth herein, Company and
Customer (together the Parties) have agreed to amend the Customer Agreement as
set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and benefits contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:
1. Right to Audit. The Company shall permit the Customer, at the
Customer's sole cost and expense, to review and audit its records and
operations to ensure compliance with the terms of this Customer Agreement,
and will provide full cooperation and reasonable assistance as needed by
the Customer in connection with such reviews.
2. Privacy. The Company shall not use any Borrower Information received
from the Customer or obtained as a result of services performed for the
Customer except as necessary in the ordinary course of business to perform
Services hereunder. Notwithstanding any other provision of this Agreement,
the Company shall implement appropriate administrative, technical, and
physical safeguards and other appropriate measures to protect the
security, confidentiality and integrity of Borrower Information, all as
may be appropriate to reasonably meet the objectives of the Security
Guidelines promulgated under the Xxxxx-Xxxxx-Xxxxxx Act as such objectives
may be reflected in the Customer's Security Requirements. These measures
shall be reasonably designed to ensure the security and confidentiality of
Borrower Information, protect against any anticipated threats or hazards
to the security or integrity of such information, and protect against
unauthorized access to or use of such information that could result in
substantial harm or inconvenience to any consumer.
3. General Security Precautions. The Company agrees to follow data
safekeeping and backup procedures required of the Company by applicable
law or rule or regulation of the Federal Deposit Insurance Corporation or
the Comptroller of the Currency, as submitted to the Company by the
Customer. Each business day the Company will prepare and preserve magnetic
media containing the Customer's data to preclude the following data loss
problems: (i) the inability to read or (ii) actual loss of the data at the
Company's data center.
(a) Definitions. The following words shall have the meanings set
forth below:
28
(i) Authentication: means the technological and
non-technological procedures instituted by a party to confirm
that the appropriate parties to a data transmission are, in
fact, the intended parties to the transmission.
(ii) Data Integrity: means the maintenance of the
unadulterated contents of a computer communication from one
party to another without intervention, appropriation, access
or manipulation by third, unintended or malevolently
intervening parties.
(iii) Encryption: means the process of scrambling data,
which is communicated from one computer to another, into a
format, which is calculated and designed to be unreadable by
third, intervening and unintended parties.
Additional Security Precautions To Be Employed by the Company. The
Company represents and warrants that its Authentication procedures
for the Customer's use of the Online System as of the date of this
Agreement includes Encryption for transmissions communicated between
the Company and the Customer (and versa visa) through the Online
System. The Company further agrees that at all times during the Term
of this Agreement, it shall employ reasonable (relative to the
industries in which both the Company and its customers are engaged)
technological and non-technological procedures, protocols and
methods of doing business which are designed and calculated to
insure Data Integrity and the confidentiality of all Borrower
Information, as defined herein.
4. Automobile Title and Records Preservation and Retention. The Company
acknowledges that all Customer documents including but not limited to
automobile titles (hereafter referred to as "Documents") are the property
of the Customer.
The Company shall safeguard the Documents and system records and agrees
that it shall hold and be responsible for the Documents within a secured
and controlled environment. The Company agrees that it shall protect such
Documents from destruction or loss and shall implement policies and
practices to prevent the unauthorized disclosure of the information
contained therein.
The Company shall be solely responsible for the preparation, periodic
testing, review and implementation of the Disaster Recovery Plan, and the
expenses associated therewith. The Customer shall retain the right to
review and approve the disaster recovery, emergency preparedness and
business resumption plans, and to make reasonable recommendations to the
Company for the prudent safeguard of the Documents and the system records
and data files. FDI will take all commercially reasonable efforts required
to implement any such recommendations.
See Attachment 1 - Business Recovery Overview
5. Fee Modification. The Company may amend any of the Fees on an annual
basis provided that (i) the Company has given at least 60 days notice to
the Customer of the impending price change and (ii) no fee may increase by
more than the percentage increase in CPI for the previous twelve month
period plus 3%. "CPI" means the Consumer Price Index - - All urban
consumers (U.S. City Average, All Items, Base 1982-84 = 100) as published
by the United States Department of Labor Statistics. Should the CPI
publication be discontinued or the CPI be published less frequently or in
some other manner altered, the parties shall jointly adopt a substitute or
procedure which reasonably reflects consumer prices.
6. Change of Control. Neither party may assign this Agreement or any of
the rights and obligations, unless the other party consents in writing
prior to any such assignment, except that consent
29
is not required in the case of a sale of all or substantially all the
assets or stock of that party and the successor is financially able to
assume the obligations of this Agreement.
7. Title Ownership. All titles, whether paper or electronic, that are
held by the Company remain the property of the Consumer.
Upon termination of this Agreement, the Company shall at the
Customer's expense (i) promptly return to the Customer, or ship via
method specified by the Customer to a designee and/or location
specified by the Customer, all Title Documents, Title Data and other
materials or information provided by the Customer to the Company,
created for the Customer by the Company hereunder, or obtained or
compiled by the Company in the course of providing services
hereunder, and (ii) redirect Customer unique Post Office box set up
at the Company's facility to the address specified by the Customer,
so that any Title Documents and correspondence in process or sent
after termination will be automatically reshipped to the Company's
designated location.
8. Limited Power of Attorney. The Customer hereby grants FDI a limited
Power of Attorney, effective as long as this Agreement is in effect
(unless/until revoked sooner by the Customer), to interact with the state
Departments of Motor Vehicles on title and registration activities, to
sign required applications, and to release Title Documents to perform the
Services.
9. Terms and Conditions. Except as otherwise provided herein, all terms
and conditions of the Customer Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
TriVIN, Inc.
By: ___________________________
Title: ________________________
AMERICAN HONDA FINANCE CORPORATION
By: ___________________________
Title: ________________________
30
Attachment 1 - Business Recovery Overview
The following provides an overview of some of the key components of our Business
Continuity Plan:
o Recovery Plan: Systems are recovered using system Ghost Images and Veritas
Backup Restore points. We retain standby hardware that would replace any
faulty hardware should a Router or Switch go bad.
o Backups: All Client and Corporate servers are backed up nightly.
Maintenance: All systems are systematically monitored for hardware and
software updates and misconfiguration. System maintenance is performed
monthly with updates and patches to hardware and software.
o Fire Protection: We employ an FM200 fire suppression system, Local
Handheld Halon 1211 fire extinguishers; Server rooms have a 2-hour fire
rating. Physical Security: Use of Proximity card readers, Video
Surveillance, and data off site storage are implemented at our Arden and
Tribute Locations. Our Data Center uses Proximity card readers coupled
with an ID number, retinal eye scanners, Key Cage Access, Video
Surveillance and Mantrap door access.
o Data Security: Data is protected by a series of access permissions,
security auditing, firewalls, and network segmentation.
o Network Outage: Automated system monitoring tools are used to monitor
system utilization and availability. Problems are escalated to an on call
technician for immediate response.
o Information is archived according to agreed upon timeframes. Usually data
is available online for 1 year after account termination and held for 7
years after account termination at Iron Mountain for long term archive
storage.
o FDI has uninterruptible power supply protection as well as redundancy as
it relates to telecommunication or network outage.
FDI has partnered with Raging Wire Enterprise Solutions to provide
infrastructure to support FDI's critical data center functions.
o FDI maintains servers, which support its Collateral Manager functions at
Raging Wire's, Class "A" data center facility. FDI is connected to the
data center by 6 point to point T1 connections.
o Data center was specifically designed by Ellerbe Becket and built as a
Class "A" facility to provide 99.999% availability of power, cooling, and
network connectivity.
o Data center incorporates two 2-megawatt generators for critical power
availability in the data center in the event of a utility power failure.
Generator controls are fully automated.
o The centralized chiller system incorporates multiple 900-ton centrifugal
chillers, with multiple cooling towers, and no single point of failure.
o Data center has multiple high-speed Internet connections running over both
Gigabit Ethernet and SONET OC-3 to tier-1 Internet providers such as
Sprint and AT&T.
o Data Center has deployed a centralized, electronic access control system
that provides alarm monitoring points on all personnel and equipment
doors, as well as intrusion detection throughout the facility.
31
Photo ID badges with unique personal identification numbers, as well as
biometric iris scanners, provide multiple levels of electronic access
control, and also provide individual accountability throughout the
facility.
A copy of FDI's comprehensive Business Recovery Plan will be provided upon
request.
32
Amendment 4 - Title Administration
AMENDMENT TO CUSTOMER AGREEMENT
This Amendment to Customer Agreement dated as of February 1, 2006 is made
between triVIN, Inc., a Delaware corporation and American Honda Finance
Corporation.
RECITALS
This Amendment is made with reference to the following facts:
A. The parties hereto are parties to a Customer Agreement dated as
February 5, 2002 and subsequent Amendments. Capitalized terms used herein and
not otherwise defined shall have the meanings set forth for such terms in the
Customer Agreement. Pursuant to the Customer Agreement, Company provides
software-based services in connection with DMV Online Programs as well as
products and services that facilitate title management.
B. Subject to the terms and conditions set forth herein, Company and
Customer (together the Parties) have agreed to amend the Customer Agreement as
set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual convenants and benefits contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Company and Customer agree as follows:
1. Definitions:
a. "Responsibility Matrix" means that document produced by the
Parties during implementation that covers the scope and
magnitude of the services to be provided under this agreement;
together with any modifications and changes thereto that the
parties may agree upon. Any such changes or modifications
shall be in writing.
b. "Service Level Standard" means the performance measurements
agreed to by Parties during implementation that defines the
timeliness and quality of services provided by the Company.
Any such changes or modifications shall be in writing.
2. Effective as of May 1, 2006, the Company hereby agrees to provide
the Services described in Schedule 2 and further detailed on the
attached Responsibility Matrix. In providing the Services, the
Company will meet the requirements and comply with the Service level
Standards included in the Responsibility Matrix. Because of the
evolving nature of title administration services, the Company has
the right in its discretion to amend its processes, requirements and
Service Level Standards from time to time. Any mutually agreed upon
variation in requirements, processes and service level standards
that materially revises the process or would require additional
costs for the Customer must be approved by the Customer in advance
with at least 30 business days prior written notice, which approval
will not be unreasonably withheld. Material revisions include
changes that modify defined activities, revises the outcome or
frequency of tasks, or impact cost.
3. Effective as of May 1, 2006, the Company and Customer hereby agree
to the revised Pricing Schedule described in Schedule 1.
33
4. This Amendment sets forth the entire agreement of the parties hereto
with respect to the subject matter hereof. Neither this Amendment
nor any term hereof may be amended, waived, discharged or terminated
except by a writing signed by each of the parties hereto.
5. The term of this amendment is subject to the term of the Customer
Agreement.
6. Except as otherwise provided herein, all terms and conditions of the
Customer Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
triVIN, Inc.
By: ___________________________
Title: ________________________
AMERICAN HONDA FINANCE ORPORATION
By: ___________________________
Title: ________________________
34
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35
Schedule 1 - Pricing Schedule
----------------------------------------------------------------------------------------------------------------------------------
Title Administration Services
----------------------------------------------------------------------------------------------------------------------------------
Title Receipt, Follow-up, Perfection, Store and Release
----------------------------------------------------------------------------------------------------------------------------------
Paper Titles
----------------------------------------------------------------------------------------------------------------------------------
Electronic File Exchanges Follow-up for Non-Receipt of $1.73 Per Record
Title Perfection Title (2 Letters)
Discrepancy Identification
Handling of Non-title Documents
----------------------------------------------------------------------------------------------------------------------------------
Title Storage Included
----------------------------------------------------------------------------------------------------------------------------------
Release of Lien / Lien Satisfaction $1.20 Per Release
----------------------------------------------------------------------------------------------------------------------------------
Sale of Lease Vehicle $1.28 Per Release
----------------------------------------------------------------------------------------------------------------------------------
Auction / No sign-off Title Retrieval $1.00 Per Release
----------------------------------------------------------------------------------------------------------------------------------
Emergency Title Releases $3.00 Per Release
----------------------------------------------------------------------------------------------------------------------------------
E-Titles
----------------------------------------------------------------------------------------------------------------------------------
Electronic File Exchanges Follow-up for Non-Receipt of Titles (2 $1.28 Per Record
Title Perfection Letters)
Discrepancy Identification Title Storage
----------------------------------------------------------------------------------------------------------------------------------
Flip e-title on lease vehicle to paper title 6 months prior to end of lease term Included
----------------------------------------------------------------------------------------------------------------------------------
Release of Lien / Request of Paper Title $0.89 Per Release
----------------------------------------------------------------------------------------------------------------------------------
Miscellaneous Titling Activities
----------------------------------------------------------------------------------------------------------------------------------
DMV Inquiry - On-line or Web $2.50 Per Inquiry
----------------------------------------------------------------------------------------------------------------------------------
DMV Inquiry - Phone, Fax or Letter $6.00 Per Inquiry
----------------------------------------------------------------------------------------------------------------------------------
Title Correction $6.00 Per Correction
----------------------------------------------------------------------------------------------------------------------------------
Duplicate Titles $6.00 Per Duplicate Application
----------------------------------------------------------------------------------------------------------------------------------
Re-registrations (State Changes ) / Substitution of Vehicle $6.00 Per State Change
----------------------------------------------------------------------------------------------------------------------------------
Name Changes / Transfer of Equity or Assumption $7.50 Per Name Change
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Customized Programming - Hours agreed to in advance of work $155 Per Hour
----------------------------------------------------------------------------------------------------------------------------------
Specialized End of Term Processing
----------------------------------------------------------------------------------------------------------------------------------
Specialized Ohio End of Term Lease Processing for Sale to Lessee $5.00 Per Transfer
----------------------------------------------------------------------------------------------------------------------------------
Specialized Illinois End of Term Lease Processing for Sale to Lessee $7.50 Per Transfer
----------------------------------------------------------------------------------------------------------------------------------
Rework Activity for missing POA, Odometer Reading, etc. $7.50 Per Transfer
----------------------------------------------------------------------------------------------------------------------------------
36
----------------------------------------------------------------------------------------------------------------------------------
Title Administration Services
----------------------------------------------------------------------------------------------------------------------------------
Paper Title Conversion from HFS to FDI
----------------------------------------------------------------------------------------------------------------------------------
Shelf to Shelf Conversion of existing paper titles - no audit or title image $0.25 Per Record
----------------------------------------------------------------------------------------------------------------------------------
Release Fees See Paper and E-Title Fees
----------------------------------------------------------------------------------------------------------------------------------
Miscellaneous Titling Activities See Associated Fees by Activity
----------------------------------------------------------------------------------------------------------------------------------
Specialized End of Term Processing See Associated Fees by Activity
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
ERT Products
----------------------------------------------------------------------------------------------------------------------------------
State / Product Effective Installation Fee Monthly ERT
Date Indicia Y/N (One Time) Support Charge
----------------------------------------------------------------------------------------------------------------------------------
Ohio e-Titling Product 6/1/03 No Not Applicable Not Applicable $5.00
----------------------------------------------------------------------------------------------------------------------------------
Total Title Administration Product:
o Any state or agency fees or charges are the responsibility of the
Customer
o All postage or overnight fees are a direct pass through to the
Customer
o Requirements and effort for any customized programming or
development must be agreed upon in writing prior to the start of the
project
o Service Level Standards are included in this Amendment
o Fees will be Invoiced monthly with payment due within 30 days of the
invoice date. Late charges will be accrued only if they payment date
exceeds 60 days from the invoice date.
o The Company Paper of E-Title Per Record Charge is based on each
transaction that is set up within the system (either account or
title whichever is received first). Only one segment of each
transaction is chargeable.
37
Schedule 1 (continued)
ERT Product Billing:
o Any state fees or charges are the responsibility of the Customer
o State fees and FDI charges are payable at the time of the transaction via
ACH unless an alternative method is mutually agreed upon.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By: _______________________________ By: _____________________________
Name: _______________________________ Name: _____________________________
Title: _______________________________ Title: _____________________________
Date: _______________________________ Date: _____________________________
38
Schedule 2 - Total Title Administration Guidelines
The Customer has elected to outsource to the Company certain Title
Administration Services. See the attached Responsibility Matrix, which details
processes, responsibilities, and Service Level Standards.
American Honda Finance Corporation triVIN, Inc.
---------------------------------- ------------
By: _______________________________ By: _____________________________
Name: _______________________________ Name: _____________________________
Title: _______________________________ Title: _____________________________
Date: _______________________________ Date: _____________________________
39
Responsibility Matrix - Title Administration Services
---------------------------------------------------------------------------------------------------------
FDI Deliverable Comment
---------------------------------------------------------------------------------------------------------
Electronic exchange of account and title data with AHFC will send accounts to FDI on a daily basis and
AHFC and the DMV FDI will return data relating to title status. FDI
will exchange electronic title and release data
with states participating in ELT
---------------------------------------------------------------------------------------------------------
Receipt of paper titles from DMVs and matching to FDI will scan, optically read and verify title data
account record as provided by AHFC and match with lease existing in file - Title
Perfection
---------------------------------------------------------------------------------------------------------
Receipt of e-titles from the DMV and matching to Title Perfection
account record as provided by AHFC
---------------------------------------------------------------------------------------------------------
Return of non-title mail to AHFC A document handling matrix will be mutually
developed to document routing requirements
---------------------------------------------------------------------------------------------------------
Electronic update to AHFC of title perfection
information
---------------------------------------------------------------------------------------------------------
Identification of discrepancies between title and AHFC will have the final decision as to whether a
account data and title correction where required title requires correction. If correction is
required, FDI will return the title to the Dealer
or DMV as directed and follow-up for return of
corrected title.
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FDI will store paper titles in a secured, fire
protected area pending disposition information from
AHFC
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FDI will send two letters following up for Title follow-up letters will list FDI's telephone
non-receipt of titles number
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Perform Motor Vehicle Inquiry it titles are not If a negative inquiry is returned, AHFC will be
received within required time frames advised of an open unresolved title situation
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Obtain Duplicate Titles as required This process includes customer contract for
signature where required
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Title Maintenance Activities such a State Changes, FDI will pull the title and route along with state
Name Changes, etc. request form to the DMV, agent, or dealer as
requested by AHFC. FDI will follow-up for return of
the revised title
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Six months in advance of end of lease term, FDI Paper title requests will be electronically sent to
will flip any electronically held titles to paper the DMV
titles
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FDI Deliverable Comment
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Receipt of disposition / release of information The disposition status provided electronically are
electronically from AHFC Sale of Leased Vehicles to Lessee; Sale of Leased
Vehicles to Dealer and / or Auction disposal; and
Disposition of Balloon Vehicle via Auction.
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Borrower Payoff of Loan (RO Release Type) At receipt of RO Release Type on account, FDI will
generate a thank you letter to the borrower and
route executed title to the borrower
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Third Party Payoff of Loan (LO Release Type) At receipt of LO Release Type on account, FDI will
generate a thank you letter to the borrower, a
cover letter to the third party and route executed
title as directed by AHFC to the third party
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Sale of Leased Vehicle to the Lessee as directed by FDI will generate a thank you letter to the lessee
AHFC (SL Release Type) and a xxxx of sale / odometer statement for that
party listed by AHFC as purchasing the vehicle and
route to the purchaser along with the executed
title
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Sale of Leased Vehicle to the Dealer - Non-VIPS (AU FDI will generate a cover letter and route to the
Release Type) purchaser along with the executed tile
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Sale of Leased Vehicle to the Dealer - VIPS (DS FDI will generate a cover letter and route to the
Release Type) purchaser along with the executed title
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Release to Auction (BA Release Type) FDI will generate a cover letter and sent the
unexecuted title to auction
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Upload of release confirmation to AHFC This information will be used by AHFC to record
title mail date and signify the closing of FDI
activities
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Specialized handling of Ohio and Illinois end of
lease term exceptions
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AHFC and FDI will develop Statement of Work as a more detailed documentation of
the activities outlined in the Responsibility Matrix.
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Service Level Agreements - Title Administration Services
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Task Standard
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Process all files received from AHFC or the DMV Within 1 Business Day of Receipt
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Titles / Mail received, opened, sorted, imaged, Within 5 Business Days of Receipt
optically read, the OCR data verified, and title
date uploaded to XXXX
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Upload required data to AHFC As Mutually Agreed Upon with AHFC
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Correction of Title / Title Maintenance Submit to the DMV Within 5 Business Days of Request
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Title Follow-up Activities for Non-receipt of Title Within 2 Business Days of Agreed Upon Scheduled
Activity
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Processing of Title Maintenance or Duplicate Title Within 5 Business Days of required information to
Requests submit request to the DMV
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Processing of Title Disposition based on Release Request Received by 1 PM PT will be processed by
Type end of the next Business Day
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FDI will provide a monthly reporting of performance to Service Level Agreement
based on mutually developed criteria. Failure to meet Service Level Standards
may result in fee discounts or penalties to FDI. Such changes would require
mutual written agreement between AHFC and FDI prior to execution.
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