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HomeMy WebLinkAboutContract 40609 (2)City Secretary Contract No. _ 0100 C) SELECT MERCHANT PAYMENT CARD PROCESSING AGREEMENT (Government Entity) THIS SELECT MERCHANT PAYMENT CARD PROCESSING AGREEMENT (the "Agreement") is dated as of the Effective Date, among JPMorgan Chase Bank, N.A., a national banking association ("Member"), Paymentech, LLC, a Delaware limited liability company ("Paymentech", "we", or "us'), and City of Fort Worth, a Texas municipal corporation `Merchant" "you". "your," or "Ci individual) referred to as a "party," p yty �, ycollectively referred to as the "parties." WHEREAS Member is a member of several Payment Brands and, process the Transactions listed on Schedule A; and WHEREAS Merchant wishes to accept Payment Instruments from through Member, Paymentech is authorized to its ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, Paymentech, Member, and Merchant agree to the following terms and conditions intending to be legally bound. 1. MERCHANT'S ACCEPTANCE OF PAYMENT INSTRUMENTS. 1.1 Exclusivity. You will tender to us Transaction Data generated from all your US Transactions via electronic data transmission according to our formats and procedures. You will not use the services of any bank, corporation, entity, or person other than Paymentech for authorization or processing of Transactions throughout the term of this Agreement, except for your divisions, products, or business lines specified in your account application or for which we otherwise agree in writing not to process. 1.2 Certain Payment Acceptance Policies. Each Settled Transaction and Conveyed Transaction must be evidenced by a single Transaction Data record completed with (i) the Transaction date; (ii) a one, description of the goods or services sold, returned, or canceled; (iii) the price of the goods or services, including applicable taxes, or amount of any credit or adjustments (iv) the Customer name; (v) your name in a manner recognizable to Customers; (vi) your address; (vii) a customer service telephone number; (viii) any applicable terms and conditions, (ix) the exact date any free trials end; and (x) any other information that the applicable Payment Brand may require. You shall not impose any surcharge or finance charge on the Transaction or otherwise require the Customer to pay the fees payable by you under this Agreement if prohibited by the applicable Payment Brand. You shall not engage in any practice that unfavorably discriminates against or provides unequal treatment of the use of any Payment Brand over any other Payment Brand. You shall not set a dollar amount above or below which you refuse to honor otherwise valid Payment Instruments in violation of Payment Brand Rules. With respect to any Settled Transaction or Conveyed Transaction for which a Payment Instrument is not physically presented, such as in any on-line, mail, telephone, pre -authorized or recurring Transaction, you must (i) have notified us on your application or otherwise in writing of your intention to conduct such Transactions and secured our agreement to accept them; and (ii) have reasonable procedures in place to ensure that each Transaction is made to a purchaser who actually is the Customer. Notwithstanding the foregoing, you acknowledge that under certain Payment Brand Rules, you cannot rebut a Chargeback where the Customer disputes making the purchase without an electronic record (for example, "swiping", or "tapping" a Payment Instrument) or physical imprint of the Payment Instrument. 1.3 Operating Guide; Payment Brand Rules. You agree to comply with the operating guide attached to this Agreement, as amended from time to time ("Operating Guide', and all Payment Brand Rules as may be applicable to you and in effect from time to time as published (on a website or otherwise) by any Payment Brand or of which you have been otherwise informed, and such other procedures as we may from time to time prescribe for the creation or transmission of Transaction Data. We may modify and supplement the Operating Guide in order to comply with requirements imposed by the Payment Brand Rules. You acknowledge that you have received a copy of the Operating Guide at or prior to your execution of this Agreement, and that you can also view the Operating -Guide -on=Dine at the Paymentech website, www.chasepaymentech.com/soImersupcen.do. To the extent that thP� er,� ingR� inconsistent with the Payment Brand Rules, the Payment Brand Rules shall prevail. '`r�� VR CITY SECRETARY Chase/Paymentech_City of Fort Worth Merchant Payment Card Processing Agreement 0 % — Z 7 — 1 0 N 1 0 ' 5 FTl WORTK T)( 1.4 Requirements for Certain Transactions. As to all Settled Transactions and Conveyed Transactions you tender to us for processing, you represent and warrant that, to the best of your knowledge. (1) The Transaction Data represents payment or refund of payment, for the bona fide sale or lease of the goods, services, or both, which you have provided in the ordinary course of your business, and the Transaction Data is not submitted on behalf of a third party. (2) The Transaction Data represents an obligation of the Customer for the amount of the Transaction. (3) The Transaction Data does not involve any element of credit for payment of a previously dishonored Payment Instrument or for any other purpose than payment for a current transaction and, except in the case of approved installment or pre -payment plans, the goods have been shipped or services actually rendered to the Customer. (4) The Transaction Data is free from any material alteration not authorized by the Customer. (5) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. (6) Neither you nor your employees has advanced any cash to the Customer (except as authorized by the Payment Brand Rules) or to yourself or to any of your representatives, agents, or employees in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer. (7) The goods or services related to each Transaction are your sole property and you are free to sell them. (8) You have made no representations or agreements for the issuance of refunds except as it states in your return/cancellation policy, which has been previously submitted to us in writing as provided in Section 3. (9) Any credit transaction submitted to us represents a refund or adjustment to a Transaction previously submitted to Paymentech. (10) You have no knowledge or notice of information that would lead you to believe that the enforceability or collectability of the subject Transaction Data is in any manner impaired. The Transaction Data is in compliance with all applicable laws, ordinances, and regulations. You have originated the Transaction Data in compliance with this Agreement and any applicable Payment Brand Rules. (11) For a Transaction where the Customer pays in installments or on a deferred payment plan, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to us for processing, shall be deemed to be a part of the original Transaction. (12) You have not submitted any Transaction that you know or should have known to be either fraudulent or not authorized by the Customer or otherwise in violation of any provision of this Agreement or Payment Brand Rules. 2. AUTHORIZATIONS. 2.1 Obtaining Authorizations. You are required to obtain authorization/approval codes through Paymentech, in accordance with this Agreement, for all Transactions. You acknowledge that authorization/approval code of a Transaction indicates only (i) that the Payment Instrument contains a valid account number; and (ii) that sufficient balance is available for the Transaction at the time the authorization is given, but it does not constitute a representation from us, a Payment Brand or a card issuing bank that a particular Transaction is in fact a valid or undisputed transaction entered into by the actual Customer. 2.2 Lack of Authorization. We reserve the right to refuse to process any Transaction Data presented by you (i) unless a proper authorization/approval code is recorded, (ii) if we reasonably determine that the Transaction Data is or will become uncollectible from the Customer to which the Transaction would otherwise be charged, or (iii) if we determine that the Transaction Data was prepared in violation of any provision of this Agreement or the Payment Brand Rules. 3. REFUNDS AND ADJUSTMENTS. 3.1 Disclosure of Refund Policy. You are required to maintain a fair policy with regard to the return/cancellation of merchandise or services and adjustment of Transactions. You are required to disclose your return/cancellation policy to us on your application. Your return/cancellation policy must also be disclosed to your customers. 3.2 Changes to Policy. Any change in your return/cancellation policy must be submitted to us, in writing, not less than 14 days prior to the effective date of such change. We reserve the right to refuse to process any Transaction Data made subject to a revised return/cancellation policy of which we have not been notified in advance. 3.3 Procedure for RefundsJAdjustments. If you allow a price adjustment, return of merchandise, or cancellation of services in connection with a Settled or Conveyed Transaction, you will prepare and deliver to us Transaction Data reflecting such refund/adjustment within 3 days of receiving the Customer's request for such refund/adjustment. The 2 amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. You are not allowed to accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may you give cash refunds to a Customer in connection with a Settled or Conveyed Transaction, unless permitted or required by law. 4. SETTLEMENT. 4.]. Submission of TransaCtlon Data. You are required to transmit your Transaction Data to us no later than the next business day immediately following the day that such Transaction Data is originated. Failure to do so can result in higher interchange fees and other costs and increased Chargebacks. For debit card transactions that are credits to a Customer's account, you agree to transmit such Transaction Data to us within 24 hours of receiving the authorization for such credit. Unless otherwise indicated on Schedule A, you will be solely responsible for all communication expenses required to facilitate the transmission of all Transaction Data to us. 4.2 Merchant's Settlement Account. In order to receive funds from Paymentech, you must maintain an account at a bank that is a member of the Automated Clearing House ("ACH") system or the Federal Reserve wire system ("Settlement Account'. During the term of this Agreement, and thereafter until we notify you that all monies due from you under this Agreement have been paid in full, you agree not to close your Settlement Account without giving us at least 5 days' prior written notice and substituting another Settlement Account. You are solely liable for all fees and costs associated with your Settlement Account and for all overdrafts. You authorize Paymentech to initiate electronic credit and debit entries and adjustments to your Settlement Account at any time without regard to the source of any monies in the Settlement Account. This authority will remain in full force and effect until we notify you that all monies due from you under this Agreement have been paid in full. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including but not limited to delays or errors by the Payment Brands or your bank. 4.3 Conveyed Transactions. To the extent that you submit any Conveyed Transactions for processing by Paymentech and you do not have a valid agreement in effect with the applicable Payment Brand, you hereby authorize us, at our option, to submit such transaction to the applicable Payment Brand, and to share with the applicable Payment Brand such information from your Merchant Application as may be required in order to approve your acceptance of such Payment Instrument as method(s) of payment. Subject to such approval, you agree to the applicable Payment Brand's standard terms and conditions with respect to such method(s) of payment. Upon your transmission of such Conveyed Transactions to us, we will forward the Conveyed Transaction to the appropriate Payment Brand. Payment of the proceeds due you will be governed by whatever agreement you have with that Payment Brand, and we do not bear any responsibility for their performance. If your agreement with a Payment Brand requires the Payment Brand's consent for us to perform the services contemplated by this Agreement, you are responsible for obtaining that consent. 4.4 Transfer of Settlement Funds. For all Settled Transactions, we will process your Transaction Data to facilitate the funds transfer between the various Payment Brands and you. Promptly after we receive credit for such Transaction Data, we will provide provisional credit to your Settlement Account for the proceeds. The proceeds payable to you shall be equal to the amounts received by us in connection with your Transaction Data minus the sum of the following: (i) all fees, imposed by us or any third parties passed through to you, charges, and discounts set forth in Schedule A; (ii) all adjustments and Chargebacks; (iii) all equipment charges (if any); (iv) all Customer refunds, returns and adjustments; (v) all Reserve Account amounts, and (iv) any fees, charges, fines, assessments, penalties, or other liabilities that may be imposed on us or the Member from time to time by the Payment Brands and all related costs and expenses incurred by us. You agree that amounts set forth above, and any other amounts are due and payable by you at the time the related services are rendered to you; that all Reserve Account amounts are due and payable by you upon establishment; and that the related Chargebacks, Customer refunds, and adjustments, fees, charges, fines, assessments, penalties, and all other liabilities are due and payable by you when we receive notice thereof from the Payment Brands or otherwise pursuant to Section 4 herein. In the event we do not deduct such amounts from the proceeds payable to you, you agree to pay all such amounts to us. Alternatively, at our option, we may debit the Settlement Account for such amounts. Also, to the extent permitted by applicable law, you agree to reimburse Paymentech, Member, the Payment Brands, affiliates, officers, directors, employees, agents and sponsoring banks for any proven direct damages caused by you, arising out of any claim, complaint, or Chargeback made or claimed by a Customer with respect to any Transaction Data submitted by you and caused by your noncompliance with this Agreement, the Operating Guide, or the Payment Brand Rules, including any breach of a representation or warranty made by you, or resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against you. The obligation provided for in this Section does not apply to any claim or complaint to the extent it is caused by Paymentech's own negligence or willful misconduct. Without limiting the foregoing or our rights under Section 7.2 or Section 10, if a Payment Brand notifies us or the Member that it intends to impose any 3 fine or penalty as a result of excessive Chargebacks or your acts or omissions (including, without limitation, your failure to fully comply with any Payment Brand Rules), we may suspend the processing of your Transactions. 4.5 Negative Amounts. To the extent the proceeds from Settled Transactions do not represent sufficient credits or the Settlement Account does not have a sufficient balance to pay amounts due or reasonably anticipated to become due under this Agreement, we may pursue one or more of the following options: (i) demand and receive immediate payment for such amounts; (ii) debit your Settlement Account for the amount of the negative balance; (iii) withhold your settlement payments until all amounts are paid; (iv) delay presentation of your refunds until you make a payment to us of a sufficient amount to cover the negative balance; and (v) pursue any other remedies we may have at law or in equity. Furthermore, if the amount represented by your Transaction Data in any day is negative due to refunds or credits being submitted by you in excess of your proceeds from Transactions, you shall provide us with sufficient funds prior to the submission of the Transaction Data so as to prevent the occurrence of a negative balance. 4.6 Delinquency/Merchant Fraud. If: (i) there is a material, adverse change in your financial condition or your payment record with creditors; (ii) you are in material default of this Agreement; (iii) you change your billing practice in relation to shipment of merchandise or fulfillment of service or change refund procedures currently in place, and you fail to notify us in advance; (iv) you are receiving excessive Chargebacks (as defined in Section 7.2 below); (v) you significantly alter the nature of your business or product lines; or (vi) we have reasonable grounds to believe that we may be or become liable to third parties for the provisional credit extended to you or that you may be liable to your Customers, Payment Instrument issuing banks or the Payment Brands, or (vii) we have reasonable grounds to believe that we may be subject to any additional liabilities, including, without limitation, any fines, fees, or penalties assessed against us by any of the Payment Brands, arising out of or relating to your Transactions, your Chargebacks, or your failure to comply with this Agreement, any of the Payment Brand Rules, the Operating Guide, or the Security Standards (as defined in Section 17), we may temporarily suspend or delay payments to you during our investigation of the issue and/or designate an amount of funds that we must maintain in order to protect us against the risk of, among other things, existing, potential, or anticipated Chargebacks and to satisfy your other obligations under this Agreement (such funds being hereinafter referred to as the "Reserve Account"), which may be funded in the same manner as provided for negative balances in Section 4.5. The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus our estimated exposure based on reasonable criteria for Chargebacks, returns, unshipped merchandise and/or unfulfilled services, and all additional liabilities anticipated under this Agreement. We may (but are not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to you against, the satisfaction of any amounts which are or may become due from you pursuant to this Agreement. The Reserve Account will be held and controlled by Paymentech, will not bear interest, and you will have no legal right or interest in the funds in the Reserve Account; provided, however, that upon satisfaction of all of your obligations under this Agreement, we will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds, and need not be maintained in a separate account. Effective upon our establishment of a Reserve Account, you irrevocably grant to us a security interest in any interest you may now have or later acquire in any and all funds, together with the proceeds thereof, that may at any time be in our possession and would otherwise be payable to you pursuant to the terms of this Agreement. You agree to execute and deliver to us such instruments and documents (including, without limitation, security agreements and releases) that we may reasonably request (i) to perfect and confirm the security interest and right of setoff set forth in this Agreement; and (ii) in connection with any return of Reserve Account funds. S. ACCOUNTING. We will supply a detailed statement reflecting the activity for your merchant account(s) by online - access (or otherwise if agreed to by both parties). We will not be responsible for any error that you do not bring to our attention within 90 days from the date of such statement. 6. RETRIEVAL REQUESTS. 6.1 Records. You agree to store original documentation or legible copies of each Transaction for at least 18 months from the date of such Transaction. You may not charge a fee to your Customers for the creation or storage of such copies. We may, at our discretion, require you to deliver copies of Transaction Data to us rather than storing it. 6.2 Response to Retrieval Requests. We will send you any Retrieval Request that we cannot satisfy with the information we have on file concerning any Settled Transaction. In response, you must provide us, in writing by certified or overnight mail or by confirmed fax (or by other means as agreed to by raymentech), the resolution of your investigation of such Retrieval Request and include legible copies of any documentation required by the Retrieval Request within 7 business days after we send it to you (or such shorter time as the Payment Brand Rules may require). You acknowledge that your failure to fulfill a Retrieval Request in accordance with Payment Brand Rules may result in an irreversible Chargeback. 7, CHARGEBACKS. 7.1 Chargeback Reasons. You may receive a Chargeback from a Customer or Payment Brand for a number of reasons under the Payment Brand Rules. The following are some of the most common reasons for Chargebacks, and in no way is this intended to be an exhaustive list of possible Chargeback reasons. (1) Your failure to issue a refund to a Customer upon the return or non -delivery of goods or services. (2) A required authorization/approval code was not obtained. (3) The Transaction Data was prepared incorrectly or fraudulently. (4) We did not receive your response to a Retrieval Request within 7 business days or any shorter time period required by the Payment Brand Rules. (5) The Customer disputes the Transaction or the authenticity of the signature on the Transaction Data or Payment Instrument, or claims that the Transaction is subject to a set-off, defense, or counterclaim. (6) The Customer refuses to make payment for a Transaction because in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved in an unsatisfactory manner. (7) The credit or debit card comprising the Payment Instrument was not actually presented at the time of the Settled or Conveyed Transaction or you failed to obtain an electronic record or physical imprint of such Payment Instrument, and the Customer denies making the purchase. The Merchant acknowledges that, under these circumstances, the fact that an authorization/approval code was obtained does not mean that a particular Transaction is a valid or undisputed transaction entered into by the actual Customer. 7.2 Excessive Chargebacks. If you are receiving an excessive amount of Chargebacks, as determined by the Payment Brands from time to time, in addition to our other remedies under this Agreement we may take the following actions: (i) review your internal procedures relating to acceptance of Payment Instruments and notify you of new procedures you could adopt in order to avoid future Chargebacks; (ii) notify you of a new rate we will charge you to process your Chargebacks; (iii) collect from you (pursuant to Section 4.6) an amount reasonably determined by us to be sufficient to cover anticipated Chargebacks and all related fees, expenses, and fines; or (iv) terminate the Agreement with written notice of termination. You also agree to pay any and all Payment Brand fees and fines assessed against you, Paymentech, and/or Member relating to your violation of this Agreement, the Operating Guide, or the Payment Brand Rules with respect to your acceptance of Payment Instruments, your Transactions or with respect to excessive Chargebacks under this Section. 7.3 Claims of Customers. You have full liability if any Settled Transaction, for which we have given your Settlement Account provisional credit, is the subject of a Chargeback. Subsequently, you may resubmit applicable Transaction Data for a second presentment, but only in accordance with Payment Brand Rules. To the extent that we have paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and you do not reimburse us as provided for in this Agreement, then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, we have all of the rights and remedies of such Customer under applicable federal, state, or local laws and you authorize us to assert any and all such claims in our own name for and on behalf of any such Customer individually or all such Customers as a class. 8. DISPLAY OF PAYMENT BRAND MARKS. Merchant is prohibited from using the Payment Brand Marks, as defined below (sometimes referred to herein as "Marks', other than as expressly authorized by us in writing or by the Payment Brands. Payment Brand Marks mean the brands, emblems, trademarks and/or logos that identify a Payment Brand, Additionally, Merchant shall not use the Payment Brand Marks other than to display decals, signage, advertising and other forms depicting the Payment Brand Marks that are provided to Merchant (i) by the Payment Brands; (ii) by us pursuant to this Agreement; or (iii) as otherwise approved in writing by us. Merchant may use the Payment Brand Marks only to promote the services covered by the Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided, that all such uses by Merchant must be in writing and approved by us and consistent with Payment Brand Rules . Merchant shall not use the Payment Brand Marks in such a way that Customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Payment Brand Marks. Merchant recognizes that it has no ownership rights in the Payment Brand Marks. Merchant shall not assign to any third party the rights to use the Payment Brand Marks. Merchant's sublicense to use the Payment Brand Marks hereunder terminates simultaneously with the termination of this Agreement. 5 9. FEES. 9.1 Schedule A. You agree to pay us for the services as set forth in Schedule A in accordance with this Agreement. Unless otherwise expressly stated in Schedule A, your pricing is based on all Transactions qualifying under the Payment Brand Rules for the lowest Payment Brand interchange rates. For Transactions that do not qualify for the best rate, the Payment Brands may dictate that the Transaction is subject to a "downgrade", which will result in us charging you a higher rate than the qualified rate shown on Schedule A. Fees payable under this Agreement that contain a fraction of a cent will be rounded up to the next full cent. 9.2 Price Changes. You acknowledge that your pricing is based on your annual volume of Transactions, method of processing, type of business, and interchange qualification criteria as represented to us in your Application and restated on Schedule A. To the extent your actual volumes, method, type, and criteria differ from this information, we may modify the pricing on Schedule A with 30 days' prior written notice. In addition, we may change our fees, charges, and discounts resulting from (i) changes in Payment Brand fees (such as interchange, assessments, and other charges); (ii) changes in pricing by any third party provider of a product or service used by you; or (iii) fees which are added by a Payment Brand or card issuer. Such new prices will be applicable to you as of the effective date established by the Payment Brand or third party provider. 10. Term and TERMINATION. 10.1 Term. The initial term of this Agreement shall be three (3) years and will be effective upon the last date executed by both parties. Following the initial term, the City shall have two options of one year each to renew this agreement under the same terms and conditions unless otherwise agreed to by the parties. The City shall notify Paymentech in writing within sixty (60) days of the end of the term of such renewal. 10.2 Termination for Cause. If our services provided under this Agreement fail to conform to generally accepted standards for such services in the payment processing industry, your sole remedy for such failure shall be that upon notice from you specifying the failure of performance, we will rectify such failure of performance. If we do not rectify our failure of performance within 30 days after receipt of notification, you may terminate this Agreement upon 30 days' written notice to us. If you terminate the Agreement prior to the expiration of the term other than as a result of our material breach of this Agreement, you agree to pay an amount equal to the fees that Paymentech would have received during the months remaining in the year in which the contract is terminated but not to extend beyond September 30t" of that year ("termination fee"). Such amount will be funded, to the extent possible, according to the same methods for collecting amounts due under Section 4.5 of this Agreement. We may terminate this Agreement at any time upon written notice to you as a result of any of the following events: (i) any noncompliance with this Agreement, the Payment Brand Rules, or the Operating Guide, which is not cured within 30 days of our notice to you, except as otherwise provided in this Agreement and except that no cure period is allowed for termination based on Merchant fraud or failure to fund a Reserve Accounts (ii) any voluntary or involuntary bankruptcy or insolvency proceeding involving you; (iii) Paymentech reasonably deems you to be financially insecure; (iv) you or any person owning or controlling your business is or becomes listed in the MATCH file (Member Alert to Control High -Risk Merchants) maintained by Visa and MasterCard or any Payment Brand notifies us that it is no longer willing to accept your Transaction Data, or Notwithstanding the foregoing, in all instances of termination by Paymentech, Paymentech shall give you no less than thirty (30) days written notice provided that in cases of fraud, intentional misconduct, increased risk to us resulting from the processing of your transactions or upon the direction of a Payment Brand, such notice requirements shall not apply. 10.3 Termination for Convenience. Either party shall have the right to terminate this Agreement, for any reason, with or without cause, upon ninety (90) days written notice to the other party. If you terminate this Agreement pursuant to this provision, the termination fee set forth in Section 10.2 shall apply. 10.4 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by you in any fiscal period for any payments due hereunder, you will notify Paymentech of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to you of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. The termination fee shall not apply for any termination pursuant to this provision. 10.5 Account Activity After Termination. Termination does not affect either parry's respective rights and obligations under this Agreement as to Transaction Data submitted before termination. If you submit Transaction Data to us after the date of termination, we may, at our sole discretion and without waiving any of our rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement. Upon 2 notice of termination of this Agreement, we may estimate the aggregate dollar amount of Chargebacks and other obligations, liabilities and expenses that we reasonably anticipate subsequent to termination, and you agree to immediately deposit such amount in your Settlement Account or as otherwise directed by us, or we may withhold such amount from your settlement funds in order to establish a Reserve Account pursuant to and governed by the terms and conditions of this Agreement. 11. Deleted. 12. NO DISCLOSURE OF CUSTOMER INFORMATION. You will exercise reasonable care to prevent disclosure or use of Payment Instrument Information, other than (i) to your agents and contractors for the purpose of assisting you in completing a Transaction, (ii) to the applicable Payment Brand, or (iii) as specifically required by law. You are allowed by the Payment Brand Rules to store only certain Payment Instrument Information currently limited to the customer's name, Payment Instrument account number and expiration date) and are prohibited from storing additional Payment Instrument Information, including, without limitation, any security code data such as CVV2, CVC2, and PIN data, and any magnetic stripe track data. You will store all media containing Payment Instrument Information in an unreadable format wherever it is stored and in an area limited to selected personnel on a "need to know" basis only and prior to either party discarding any material containing Payment Instrument Information, the party will destroy it in a manner rendering the account numbers unreadable. If at any time you determine that Payment Instrument Information has been compromised you will notify Paymentech immediately and assist in providing notification to such parties as may be required by law, by Payment Brand Rules. Merchant information may be shared by us with our affiliates and with the Payment Brands subject to the provisions of this Agreement and Payment Brand Rules. You agree to comply with all Security Standards, as defined in Section 17. You further agree to provide us upon our request with such tests, scans and assessments of your compliance with Security Standards as required by the Payment Brands. You must notify us of your use of any Service Provider and, to the extent required by each Payment Brand all Service Providers must be (i) compliant with all Security Standards applicable to Service Providers, and (ii) registered with and/or recognized by such Payment Brand(s) as being so compliant. You agree to exercise reasonable due diligence to ensure that all of your Service Providers, and any other agents, business partners, contractors, or subcontractors with access to Payment Instrument Information, maintain compliance with the Security Standards. To the extent required by each Payment Brand, all payment applications, or software involved in the processing, storing, receiving or transmittal of Payment Instrument Information, shall be (i) compliant with all Security Standards applicable to such payment applications or software, and (ii) registered with and/or recognized by such Payment Brand(s) as being so compliant. You understand that your failure to comply with the Payment Brand Rules, including the Security Standards, or the compromise of any Payment Instrument Information, may result in assessments, fines, and/or penalties by the Payment Brands, and you agree to reimburse us immediately, insofar as allowed by law, for any such assessment, fine, or penalty imposed on us or the Member and any related loss, cost or expense incurred by us or the Member. If any Payment Brand requires a forensic examination of you or any of your Service Providers, agents, business partners, contractors, or subcontractors due to a data security compromise event or suspected event, you agree to cooperate with such forensic examination (including, without limitation, the engagement of an examiner acceptable to the relevant Payment Brand) and agree to pay, to the extent permitted by applicable law, for all costs and expenses related to such forensic examination.. By executing this Agreement, Merchant represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, to the extent permitted by law, Merchant shall not sell, transfer, or disclose any materials that contain Transaction Data or Payment Instrument Information to third parties. Merchant must return such information to Paymentech or provide Paymentech with acceptable proof of its destruction. 13. INFORMATION ABOUT MERCHANT'S BUSINESS. 13.1 Additional Financial Information. You agree to furnish to us within ten (10) business days of our written request (i) your most recently prepared financial statements and credit information and (ii) if applicable, your three most recent filings with the SEC. We agree to limit any such requests) to one (1) request per calendar year unless we have reasonable cause to believe you are in breach of this Agreement or payment Brand Rules. 13.2 Review of Other Information. With prior notice and during normal business hours, any duly authorized representatives of Paymentech may visit your business premises and may examine your books and records that pertain 7 to Transaction Data or your compliance with this Agreement. Each party shall be responsible for its own costs and expenses related to any audit that it requests and/or is required to perform; provided that Paymentech, may, at its own option and expense, furnish you with copies of such information instead. You agree to provide us at least 30 days' prior written notice of your intent to change your product line or services, or your trade name, or the manner in which you accept Payment Instruments. If we determine such a change is material to our relationship with you, we may refuse to process Transaction Data made subsequent to the change, unless such change is required by applicable law, ruling, regulation or court order and is not a violation of Payment Brand Rules. You agree to provide us with prompt written notice if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. 14. DISCLAIMER' LIMITATION OF DAMAGES. Subject to Section 5, we will, at our own expense, correct any Transaction Data to the extent that such errors have been caused by us or by malfunctions of our processing systems. Except in the event of losses directly resulting from gross negligence or intentional misconduct by us, under no circumstances will Paymentech's financial responsibility for our failure of performance under this Agreement exceed the total fees paid to us under this Agreement (net of Payment Brand fees, third party fees, interchange, assessments and fines) for the six months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT, WHILE ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES NOT APPLY, PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 15. MISCELLANEOUS. 15.1 Taxes. Unless you are otherwise exempt, you agree to pay any taxes imposed on the services, equipment, intellectual property, supplies, and other goods purchased or tangible property provided under this Agreement, and you authorize us to increase the amount we collect from you to reflect any and all assessments or increases in the sales, use, occupational, property, lease, or other taxes imposed on such sale or lease of services, tangible property, or intellectual property, equipment, supplies and other goods purchased. 15.2 Application and Credit Check. You represent and warrant that statements made on your Application for this Agreement are true as of the date of your execution of this Agreement. Your signature on this Agreement authorizes us to perform any credit check deemed necessary with respect to Merchant and its directors, officers, affiliates, principals, and guarantors (if applicable). 15.3 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement. 15.4 Assignment. Neither party may assign or otherwise transfer any of its interest in this Agreement without the prior written consent of the other party. Except that we may assign this Agreement to an entity qualified under Payment Brand Rules to perform our obligations under this Agreement upon as much notice as is reasonably possible under the circumstances. Any assignment not in compliance with this provision shall be null and void and without effect. 15.5 Parties. This Agreement binds you and us and our respective heirs, representatives, successors (including those by merger and acquisition), and permitted assigns. You represent and warrant that your execution of and performance under this Agreement (i) in no way breaches, contravenes, violates, or in any manner conflicts with any of your other legal obligations, including, without limitation, your corporate charter or similar document or any agreement between you and any third party or any affiliated entity; (ii) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (iii) that the person signing this Agreement on your behalf is duly authorized to do so. In providing services to you, we will not be acting in the capacity of your agent, partner, or joint venturer; we are acting solely as an independent contractor. Each party agrees that any other party may publicly disclose, through press releases or otherwise, the existence of the business relationship that is the subject of this Agreement. 15.6 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Payment Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement. 15.7 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. 1.5.8 Entire Agreement. The Payment Brand Rules, Operating Guide, Application, and all schedules and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. This Agreement shall prevail over the terms of any agreement governing the Settlement Account. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives. In the event that any of the terms and conditions of this Agreement contradict or conflict with the terms and conditions of Merchant's previously submitted Request for Proposal ("RFP") or Paymentech's previously submitted response to such RFP, the terms and conditions of this Agreement shall control. 15.9 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 15.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or arising from this Agreement must be brought by Paymentech against Merchant in the county and state of Merchant's principal office as indicated below, and by Merchant against Paymentech exclusively in Dallas County, Dallas, Texas. 15.11 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strike, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 15.11 will affect or excuse your liabilities and obligations for Chargebacks, refunds, or unfulfilled products and services. 15.12 Amendment. This Agreement may be amended only upon written consent of authorized representatives of both parties. 15.13 Counterparts and Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 15.14 Insurance. Paymentech shall maintain insurance coverage for the term of this Agreement and for any renewal terms thereafter in the types and amounts set forth in Attachment C, which is attached hereto and incorporated herein for all purposes. 15.15 Compliance with Laws. Both parties agree to comply with all applicable federal, state and local laws, ordinances, rules and regulations governing this Agreement. If either party notifies the other party of any violation of such laws, ordinances, rules or regulations, the other party shall immediately desist from and correct the violation. 15.16 Ambiguities in Drafting. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 15.17 Authorized Signatory. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 16. SuttvivaL. The provisions of Sections 4.2, 4.4, 4.5, 4.6, 6.1, 7, 10.3, 12, 14, 15, and 17 shall survive the termination of this Agreement. 9 17. DEFINITIONS. "Application" is a statement of your financial condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us including credit and financial information, to induce us to enter into this Agreement with you and that has induced us to process your Transactions under the terms and conditions of this Agreement. "Charyebace is a reversal of a Transaction you previously presented to Paymentech pursuant to Payment Brand Rules. "Conveyed Transaction" is any Transaction conveyed to a Payment Brand for settlement by such Payment Brand directly to Merchant. "Customer" is the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument. "Effective Date" means the date this Agreement takes effect pursuant to Section 10.1. "Payment Application" is a third party application used by Merchant that is involved in the authorization or settlement of Transaction Data. "Payment Brand' is any payment method provider whose payment method is accepted by Paymentech for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. "Payment Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Payment Brands. "PaymentlnstrumenF is an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, credit accounts and the like. "Payment lnstrumentlnformation"is information related to a Customer or the Customer's Payment Instrument, that is obtained by Merchant from the Customer's Payment Instrument, or from the Customer in connection with his or her use of a Payment Instrument (for example a security code, a PIN number, or the customer's Zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include the Payment Instrument account number and expiration date, the Customer's name or date of birth, PIN data, security code data such as CVV2, CVC2, and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored thereon. "Retrieval Request" is a request for information by a Customer or Payment Brand relating to a claim or complaint concerning a Transaction. "Security Standards" are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's Cardholder Information Security Program ("CISP', Discover's Information Security & Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ("SDP"), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application Data Security Standard ("PA DSS"), MasterCard's POS Terminal Security program, and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. "Service Providei" is any party that processes, stores or transmits Customer Information on your behalf, including, but not limited to your agents, business partners, contractors and subcontractors. "Settled Transaction" is a Transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant for the purchase of a good or service or the return or refund of such purchase and the value for such Transaction is settled by the Payment Brand through Paymentech to the Merchant. "Stored Value Transaction" is a Transaction in which a Customer adds or redeems value to or from a stored value and/or loyalty Payment Instrument issued by or on behalf of Merchant. "Transaction" is a transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration is exchanged between the Customer and Merchant. "Transaction Data" is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record. 10 Executed in multiple originals as of the last date set forth below: Agreed and Accepted by: CITY FORT WORTH, TEXAS: Karen L. Montgomery Assistant City Manager 1000 Throckmorton Street Fort Worth, Texas 76102 By: Marty Hendrix City Secretary CONTRACT AUTHORIZATION: M&C: � 4Lf 3VIV Date Approved: M (I 3 APPROVED T FO .AND LEGALITY: BX�1 Maleshia B. Fa ler Assistant City Attorney Agreed and Accepted by: PAYMENTECH, LLC for itself and on behalf of ]PMORGA01'q,HASE BANK, N.A. By (thori ed sin ture) Jt' Print 'J me nd Ti le Date tit Aclgr s City, State Zip ,d "Q1 IQ1Y4Q Fqn as A Oop000°GC? pV o d o o° o°°000000°°o° c� To Be Completed By Paymentech, LLC Your Merchant Agreement Contract Number is: Your Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up OFFICIAL RECQRI� CITY S�CR�TARY FT. WORTH, TX Ppymentcch, LLC Schedule A to Merchant Agreement City of Foil Worth Assumptions and Fees Assumptions Payment Transaction Sales volume Average Transaction amount Chargeback % Auth ! Capture % Number of locations PIN Debit! EST Iransachons Conveyed transactions Fees t. Initiation & service fees Annual tee Application fee Rush fee PIN Debit Setup fee Pin Pad Encryption fee Monthly Helpdesk fee Monthly Service too Supply fee Terminal Reprogram fee Internet Product: FDMS Diai Tenninat Surcharge Paymentech•Dial Terminal Surcharge Vita6Dial Terminal Surcharge Global Dial Terminal Surcharge 2. Transadfon fees MasterCard per item Visa per Item Discover par Item American Express perhem PIN Debit per Item EBT per item Check Verification • SCAN per Item W reless Terminal per Item 3. Authorization tee Vdce Authorizations 618Ctrynic Atltlress Verification Service Electronic Aulhorizations� MasterCard Authorization Visa Authorization Discover Authorization Amarican Express Authorization Private Label Authorization 88Ied Per Order lTerminal setup tee N!A Paes•fhru Dehk Network Charges $51,677,175 $90,46 0.025% 105600% 63 0 23,295 NIA NIA N!A N1A NIA NIA NIA NIA Monthly fee $10.00 CepT:f11 $0,0750 $0,0850 $0.02oD 50.0300 $0.07so $0.0750 SD.1400 $0,1400 NIA N1A N/A N/A $0.1000 N/A N/A N/A $0.0300 50.0300 so.osoo 50.0600 N/A 4. Stored Value tees Gilt Card Program Setup fee N/A Processing tee NlA Monthly tee NIA Block Activation too N/A ACH Services tee NIA ' Cants, Padtaging 6 Pont•of purchaso markeling matedals are available and priced on a pernrn basis, based on current rates. These rates we shown on the Gh Card Matarials Order Font Initials: �� Date: traon ayn'e CONTROL Y � Printed: 27-May-10 Page 1 of 3 Paynlentech, LI C Schedule A to Merchant Agreement City of Fort Worth Assumptions and Fees 5. ReDortina Oolions Monthly Statement fee Statement Typo & Frequency: On -Line Reporting Tool Monthly fee Confirmation Letter (permonth) Daly Funding Client Notification Raw data I FARS a •u E•Mall Statement &Recap Resource Online Premier �MasterCam !visa /Discover Target Dabu Discount rate' ]MasterCard/ Visa / Discover Target Credit Discount rate' ❑X Pass-ttuu of MC / Visa / Discover Interchange' MC 1 Visa / Discover Interchange fees MG 1 Visa 1 Discover Assessment rates MC / Visa / Discover Association fees Visa Risk Identification fee ❑X Pass•thru+ %; Inuemental Discount rate Th ree -Tier - Debit: Qualified / Mid•QuaGfied / Non•Qualified �Threa•Tier- Credit: Qualified / Mid-Ouallfiad / Non•Qualifiad ❑Three•Tter • RewardlWoddCard: Qualified / Mld•Quallfied / Non•Qualified 'I Twa•Tler-Debit• Qualified/ Non•Qualifiad Two - Tier • Cradlt: Qualified / Non•QLis llfi(I Di scountfrequency; Monthly NIA Monthly SerWces (Care) ! NIA ' as set by each Payment Bfand _MasterCard � Discover_ 0.1100% J 0,0925%i 00925% 50.0185 S0.0195 I S0.0075 NIA 50.001 . NfA j 0,0300% alaed Mid•Qnalined Non•AualHied N/A NA,_ NIA N/A N/A i NIA NIA NIA r NIA r sfie Non- ualifled N/A NIA N/A NIA • The Interchange appltcab!a to each transaction wit be based on the aUua1 quatfiratbn ksel of the transadton. Fw eadl transaction not qualifying at the Target QueltBcallon Lewis we will charye you an additional fee cataleled as tlesedbed an the bttawing page under the heading 'A%mMsal InivitiWou About YourFaos'. QX MC/Visa/DlscoverinPlCross•boMerfaes X VtsaTero S Account Verification fee X Visa MisusoofAuthorizationfee X Vlsa Zero Floor Limit lee �X Pass-thru of PIN Debit Network fees PIN Debit VC Pass-thnr+ %: Inuemental Discount rate Revolution Money Discount fee 7. Processina fees M(rdmum Monthly Discount fee Chargeback Processing tea Batch Settlement fee VRU Fax Statement fee ACH fee ACH Return fee lTti.f1. 0.4000% J 0.4000% J 0.4500% 50.02b0 M0480 $0.1000 Yes N/A N!A NIA 55.00 NIA NIA N/A 525.00 8. Other fees Amount payable upon termination: In addlllon io the other amounts due under This Agreement {Including. without limitation, the flies and Charges de5cntred m tMc SchetlUle A}, you may Owa an amdunt In the avant y0U terminate Nrs Agreemem. 'Mtethet you will owe that amount, and how mue)t you will owe, will be determined in accordance with Section 10 of this Agreement. initials: Date; v O (MoOdDay/Yearf CONTROLS Printed: 27-May-10 Paga 2 of 3 Paymentech, LLC Schedule A to Merchant Agreement City of Fort Worth Equipment Swap Fees Type Equipment Rdte Replacement (swap) ilnwarranty ' $50.00 Replacement (swot) lout ofwarranly - Vedfone Tranz terminals & printers $160,00 Replacement (swap) Out of warranty- Eclipse, Hypercom 77, Nuril tennina s & printers, Ingenloo 15100 5200 00 (Replacement (swap) Out of warranty- Omni terminals & printers, Venfons Vx510 & Vx670, MX830 Pinpad, Hypercom T4205, T4210 & T4220, Ingeriico I 117760 $260,00 Replacement(swep) Out ofwarranty-VerifoneVx610,Nudt8000,Exadigmterminals $500.00 Replacement (swap) jOut of warranty • all Pin Pads 5100.00 Restocking Fee Return equipment for any reason other than repair 1 $150.00 late Fee lFor all equipment returned late, or not returned I 5500.o0 • to warranty coverage applies only to equipment purchased orleased from Chase Paymentech Sol Woes Warlantyllmeframes: 5 years • Omn[ 3200, 3730, 3750 Vedfane V40, Vx570, PP1000 BE; HypercomT42xx, T7Plus, P1300 Pinpad 3 years- Vedfone V5510, 6et830 Pinpad; Ingenico i5100, Ingenico 17780, Exidigm terrrynals 1 year' el other equipment ddltlonal Informallon About Your Fees Payment erald Chargea A spniflunt amount of line fees final we shame you for processing your Payment Transactions consists of charges lhei we crust pay to line payment Brands and Payment Brand issuers (ar that are otherwise charged by the Payment Brands and Payment Brand Issuers in connection with your Payment Transedbns). These charges, which include interchange, assessments, Ne frarLrtyssbn lees, and other charges era roloned to In this Schedule as •Payment Drard Charges.' Thus, In addition to the fees set forth above In th[5 Schedule, you will also be charged Payment Drard Charges. NOtwilnsiarldVg the arepeing, we may IetmpOrarily erect not m charge you for certain Payment Brand Charges, rneretore, It Is posslxe that you may not be shamed for certain Payment Brand Charges for a penotl of tine. II that b ute rasa, ow e%dbn not 10 charge you tORItOSe Payment Brand Charges should not be conslnsed as a waiver of our dghl tp charge you forihose Payment Brand Charges, and we reserve the right to start charging you forthom upon notice to you ai any dme in the future, No such charges will be lmposed rcroacthiely, however, Our rght to Impose such charges [n the future chaends to Payment Brand Charges mnenlly In effect, kwmases In the amount of those Payment Brand Charges, and now Payment Brand Charges Imposed by Payment Brands and Payment Brand ssuers, Imarchanga andAssossments Payment Brats Chagas, inUudlrg InterUhenge fees and assessments. am set by line Payment Brands and Payment Brand Issuers based 4t pan upon a seder of htenhange boats that (hay eslablsn and modify from time to time. Thus, the Interchange tee and amount of assessments charged for a given Payment Transaction depends on the Interchange level app0cable to that Payment Tramadlon: aAd that hlerdanga level depends on a number of fodors estabtshed by the Payment Brands, such as the type of Payment mstnanent presented specific Information oontakted In the Payment Trensacuon, how and when the Payment Treated on is processed, your industry, and other factors. For a Payment Transaction to qua dfy al any specific ale level, the applcable qualification u8eria must be rML Note that the Payment Brands togdarly add new Intorchango levels, and change the oil erdiange rates or qualificstlan aft aria for ousting inlorchoNo levels Tergat DLscount R8e and Target 4uall'lcatlon Levtl Tne Target Qvahpcalbn Level IS qte Intetohenge level hind we e>ped to apply to your PsymeN Transactions. Ili is tlaerMned based on tlhe type or Payment Transactions you subrm and how Iheywui most likely be processed. tioweter, a is pas9bl9 that soma or many of your Payment Transactions wit dwrngrade to a rrgre Costly intarcherpe level, residing eh hgher interchange. This may Dour because those 'Non•Oualf fed Trensedione do not rreel the daeda to qualry at your Target Ousli iicalion Lovel.Paymente li has set your Target Ousl icallon Level based on the assumption that ea of your Payment Transactions wit satisfy the m7eria established by the Payment Brand rules to meet the Target Qualification Level set forth In your pricing schedule. The actual interchange applicable to each transaction, though, will be based on the actua qualification level oflhe transaction. A sunmafy of the pdmaty qua9ficalion crheria for each Interchange level established by the Payment Brands Is avallable at vnwr.chasepeymelxedh.caNntercttange_chaN. Caphalized Terms; Please reviewthe definitions fn your Agreement solhet you understand the caplelzai iemu we use in this prcing schedule. Tina capdelzed ferm'Peymant Brend•has th¢aarre nheening as the trrm'Payment Brand' or Association' in your Agreement. The oapialized terrtt'Paym¢nl Transed'bn` has the same moaning as ithe farm •Payment Transedion•, MaN Transecflan•, ar 'Sales 081a•rn yOurAgreameni. The Caphalzed term'Paymenl InSWmen1' has the same moaning as the Iertn'Paymeni InsWfnenC,'CaN", pr'credd cant' hyour agraemenl. IFYOU SELECT TO USEA PWPAD ENTRYDEVtCE, PLEASE READ THE! FOLLOWING CAREFULLY If you are not waenily using a PCI PEDlTDEB device accOmfng to the Vea trebsse dslhg, you will he required pdOr to Jut/ t 2010 to upgrede to a rslified devke all your own cost. You can find a Isdry Of devices Supported by Chase Peymentedt el www.rhasepaymenttdLconvmemhantcenter. City By: (MonttdDa&ear) CONTROLM Printed: 27•May-10 Page 3 of 3 Attachment B MERCHANT OPERATING GUIDE GENERAL RULES APPLICABLE TO ALL TRANSACTIONS 1 Acceptance Of Certain Payment Instruments In offering Visa and MasterCard payment options to your Customers, you may elect any one of the following options: (i) accept all types of Visa and MasterCard Payment Instruments - including consumer credit and debit/check cards, and commercial credit and debit/check cards; (ii) accept only Visa and MasterCard credit cards and commercial cards (if you choose this option you must accept all consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business debit/check cards; or (iii) accept only Visa and MasterCard consumer debit/check cards (if you choose this option you must accept all consumer debit/check card products (but not business debit/check cards) and will not accept any kind of credit cards). The acceptance options above apply only to U.S. domestic Visa and MasterCard Payment Transactions and, as such, they do not apply to Visa or MasterCard Payment Instruments issued by non-U.S. banks. In other words, if your Customer presents a Visa or MasterCard Payment Instrument issued from a European or Asian bank, for example, you must accept that card just as you would any other card (provided you receive a valid authorization and confirm the identity of the Customer, etc.), regardless of the acceptance option choice you have made and even if you have elected not to accept that type of Payment Instrument from U.S. issuers. If you choose to limit the types of Visa and MasterCard Payment Instruments you accept, the following rules apply to you: (i) you must display appropriate signage to indicate acceptance of the limited acceptance category you have selected (that is, accept only debit/check card products or only credit and commercial products; (ii) if you elect limited acceptance, any Transaction Data submitted into interchange outside of the selected product category will be assessed the standard interchange fee applicable to that card product and may also have additional fees/surcharges assessed; and (iii) additional Visa and MasterCard Rules that may be applicable to you may be viewed on their respective websites. 2 Authorization/Approval Codes All Payment Transactions and Conveyed Transactions require authorization/approval codes. You must request and receive an authorization/approval code for the total amount of the Transaction. An authorization/approval code indicates (i) the availability of credit on the Payment Instrument at the time of inquiry, and (ii) that the Payment Instrument account number is valid. It is not a promise or a guarantee that you will receive payment for that transaction. It does not warrant that the person presenting the Payment Instrument has the authority to do so. B Refunds/Credits You must disclose your return/refund policy to your Customers. You must complete a credit for the total amount of the refund and identify the merchandise being returned and any shipping and handling charges being returned. You must imprint or record the credit voucher with the same Payment Instrument used to make the original purchase. For retail Payment Transactions and Conveyed Transactions, the credit voucher must be dated and signed by the Customer and the appropriate copy provided to the Customer. Cash refunds should never be issued for Payment Transactions or Conveyed Transactions, unless required by law. If you fail to follow these procedures, you may be unable to rebut a Chargeback from the Customer for failure to issue a refund (even if you actually gave the refund by cash or check). Paperwork is not necessary for an even exchange. For an uneven exchange, complete a credit for the total amount of the merchandise being returned and complete a new Transaction receipt for any new merchandise purchased. You cannot process a credit or refund without having completed a previous purchase Transaction with the same Customer. 4 Processing Of Transaction Data You must submit Transaction Data (including credit vouchers) to us on or before the next business day after the date of the Transaction. Late submission of Transaction Data may result in higher Payment Brand fees and interchange rates, Chargebacks and other negative consequences. You must not submit Payment Transactions or Conveyed Transactions for payment until the goods are delivered, shipped, or the services are performed (except as otherwise provided in the Merchant Agreement, and only if you have notified us that you are doing so on your application or otherwise in writing). If the Customer disputes being charged for merchandise or services before receiving them, the result will be a Chargeback to you. We may from time to time contact Customers to verify that they have received goods or services for which Transactions have been submitted. You cannot present for processing any Transaction Data that was not originated as a result of an act directly between the Customer and you. You cannot present for processing any Transaction Data you know or should have known to be (i) fraudulent or (ii) not authorized by the Customer. You will be responsible for the actions of your employees while acting in your employ. The collection and payment of all federal, state and local taxes is your responsibility. Taxes collected must be included in the total transaction amount and not collected separately by another form of payment. You must submit one Transaction Data record for all goods and services sold in the same 12 transaction. All available information about the sale, including any handling and shipping charges, must be accurately recorded. You must provide to the Customer a true and completed record of the Transaction. 5 Chargebacks Chargebacks of Payment Transactions and Conveyed Transactions may occur under a variety of circumstances, as dictated by the Payment Brand Rules, which are subject to modification from time to time. Consequently, the following is only a partial list of circumstances that might give rise to Chargebacks: (i) a Customer account number is incorrect or otherwise invalid, (ii) an authorization/approval code was not received or other required authorization was not obtained; (iii) an authorization/approval code was obtained for the wrong amount or wrong date; (iv) the Customer never received the merchandise/service requested; (v) a Customer's refund/credit was processed as a sale; (vi) the Transaction Data is for the wrong amounts (vii) a Customer was never credited for returned merchandise or a canceled order; (viii) the Payment Instrument was expired, counterfeit, altered, or invalid at time of sales (ix) a Payment Transaction or Conveyed Transaction was deposited more than once; (x) the Customer did not authorize or consent to the Transaction, (xi) the signature on the Transaction receipt does not match the signature on the Payment Instrument (if required); (xii) the Payment Instrument was not imprinted or its magnetic strip was not electronically recorded (for example, "swiping" or "tapping" a Payment Instrument) through a terminal; (xiii) the Customer asserts any disputes, claim, counterclaim, defense or offset against you; (xiv) the Transaction Data or any material information thereon is illegible, incomplete, inaccurate or unsigned, or is not delivered to us within the required time limits; (xv) the Transaction Data is fraudulent or does not represent a bona fide transaction in the ordinary course of your business, or is subject to any claim of illegality, negligence, dishonesty or offset, and (xvi) you have failed to provide copies of Transaction Data requested by us (retrieval request) within the prescribed time period. 6 Disputing Chargebacks If you have reason to dispute or respond to a Chargeback, then you must do so by the date provided by us on our report to you. We are not required to investigate, reverse or make any adjustment to any Chargeback when thirty (30) calendar days have elapsed from the date of the Chargeback. All responses to Chargebacks must be in writing, and must contain the following information: (i) date of debit/credit advice; (ii) company case numbers (iii) total amount of Chargeback; (iv) date and dollar amount for which the Transaction Data was originally submitted (v) if known, the date and authorization approval code; and (vi) any supporting documentation to substantiate your claim. You should include a dated cover letter detailing reasons for requesting a review of the Chargeback. You should retain a copy of the correspondence and all documentation for your files. You should also retain proof that we received your response. 7 Data Security And Privacy You agree to post and maintain on all your Web sites both your consumer data privacy policy (which must comply with all Payment Brand Rules, regulations and guidelines) and your method of transaction security. You may not retain or store CVV2/CVC2 data or PIN data subsequent to the authorization. You must comply with all Security Standards published by the Payment Brands and the PCISSC including, but not limited to, Visa's Customer Information Security Program ("CISP), MasterCard's Security Data Program (MSDP) and the Payment Card Industry Data Security Standard (PCIDSS). Pursuant to the Security Standards, you must, among other things. (i) install and maintain a working network firewall to protect data accessible via the Internet, (ii) keep security patches up4o-date; (iii) encrypt stored data and data sent over open networks, (iv) use and update anti -virus software; (v) restrict access to data by employees who are on a "needAo-know" basis; (vi) assign a unique ID to each person with computer access to data; (vii) not use vendor -supplied- defaults for system passwords and other security parameters; (viii) track access to data by unique ID; (ix) regularly test security systems and processes; (x) maintain a policy that addresses information security for employees and contractors; (xi) restrict physical access to Customer information; (xii) when outsourcing administration of information assets, networks, or data you must retain legal control of proprietary information and use limited "neecl4o-know" access to such assets, networks or data; and (xiii) reference the protection of Customer information and compliance with the Security Standards in contracts with other service providers. You must notify Paymentech of any third party vendor with access to Customer information, and you are responsible for ensuring that all third party vendors are compliant with the Security Standards, to the extent applicable. The Security Standards may require that you engage an approved third party vendor to conduct quarterly perimeter scans and/or an on -site security review of your systems in order to be compliant. Visa and MasterCard's individual requirements for such scans or security reviews can be accessed through the Visa and MasterCard websites at www,Visa.com and www,MasterCard.com. The Payment Brand rules provide that Customer information and Transaction Data is owned by the Payment Brand and the Customer. Paymentech also asserts some ownership rights in the Transaction Data to the extent it belongs to the Payment Brand system. You are responsible for securing Customer information. You will not use any Payment Instrument or Customer information other than for the sole purpose of completing the transaction authorized by the Customer for which the information was provided to you, or as specifically allowed by the Payment Brand Rules, or required by law. Paymentech or any Payment Brand may inspect Merchant's 13 premises and computers, and the premises and computers of any company the Merchant has contracted with, for the purposes of verifying that Customer information is securely stored and processed, and is not used for any purpose other than processing the transactions to which it relates. 8 certain Merchant Prohibitions You may not (i) accept Customer payments for previous Visa or Visa Electron charges; (ii) require a Customer to complete a postcard or similar device that includes the Customer's account number, Payment Instrument expiration date, signature, or any other account data in plain view when mailed; (iii) add any tax to a Transaction unless applicable law expressly requires that you be permitted to impose a tax; (iv) request or use a Payment Instrument account number for any purpose other than as payment for its goods or services, except to support Visa's Health Care Eligibility Service or Prepaid Load Networks (v) disburse funds in the form of travelers cheques, if the sole purpose is to allow the Customer to make a cash purchase of goods or services from you; (vi) accept Visa or Visa Electron for the purchase of scrip; or (vii) accept Visa Electron for a manual cash disbursement. You understand and acknowledge that all Visa BIN information provided by us to you is proprietary and confidential information belonging to Visa. You must not disclose Visa BIN Information to any third party without prior written permission from Visa. You understand and acknowledge that Visa may impose conditions on, or permanently prohibit you from participating in the Visa program for any reasons it deems appropriate, including, but not limited to (i) fraudulent activity; (ii) submitting Transaction Data that does not result from an act between you and the Customer (laundering); (iii) entering into this Agreement under a new name with the intent to circumvent provisions of the Rules; (iv) activity that causes us to repeatedly violate the Rules; any other activity that may result in undue economic hardship or damage to the goodwill of the Visa system. IC! Specialized Rules For Retail Transactions I Presentation of Payment Instruments You or your employee must examine each Payment Instrument presented to determine that the Payment Instrument presented is valid and has not expired. You must exercise reasonable diligence to determine that the authorized signature on any Payment Instrument) presented corresponds to the Customer's signature on the Transaction Data. You must not honor expired, invalid, altered, counterfeit, or revoked Payment Instruments nor any Payment Instrument presented by any person other than the proper Customer as evidenced by the authorized signature on the Payment Instrument. A Customer may authorize another person to use his or her Payment Instrument for purchases, provided the user's signature appears on the back of the Payment Instrument. The signature on the back must match the one on the Transaction Data. If the Payment Instrument is not signed, in addition to requesting an authorization, you may review positive identification as allowed by local and state law, such as a passport or driver's license, to confirm that the user is the Customer, record the information and require the Customer to sign the signature panel of the Payment Instrument prior to completing the Transaction. You should not complete a Transaction if the Customer does not present his or her Payment Instrument or if you cannot obtain an electronic swipe record or physical imprint of the Payment Instrument (this includes mail, telephone and internet orders). By the submission of any Transaction Data to us, you will be deemed to warrant the identity of the purchaser as the authorized holder of the Payment Instrument, and if the Customer later denies making the purchase, you will not be able to rebut the Chargeback. 2 Completion Of Transactions You must use a suitable imprinter to legibly imprint Payment Instruments on Transaction Data or, capture the information from the Payment Instrument by electronic data capture. A photocopy of the Payment Instrument is not an acceptable substitute for an imprint. If the account number is manually keyed into the terminal, you must imprint the Payment Instrument. Your name, location, city and state must match the Merchant plate on the imprinter. You must notify us of any changes to the information on the Merchant plate. In addition to having the Customer sign the Transaction receipt, the Transaction date and dollar amounts and other information must be clearly written or printed on the Transaction receipt or captured by an electronic device. A brief description of the goods sold or service rendered must be provided on the Transaction receipt. Authorization/approval code numbers must be clearly recorded in the appropriate place on the Transaction receipt. Never circle or underline any information on the Transaction receipt. Every Transaction Receipt and credit voucher must be imprinted (or printed from electronic draft capture equipment) with the Customer's truncated account number and Merchant name. You will give the Customer a true and completed copy of the Transaction Receipt or appropriate facsimile. If the Customer's copy of the Transaction receipt or credit voucher is printed from electronic draft capture equipment/terminal, it must comply with all applicable Payment Brand Rules and laws. You cannot require Customers to provide any personal information as a condition for honoring Payment Instruments unless otherwise required by the Payment Brand Rules or law. Personal information includes, but is not limited to, a home or business telephone number, a home or business address, a social security number, or a photocopy of a driver's license. You cannot retain or store full magnetic -stripe data, CVV2, CVC2 codes or PIN data after the authorization of a Payment Transaction or Conveyed Transaction, except as required to complete the transmission of such Transaction Data to us. 3 Forgeries/Counterfeit Payment Instruments You should examine all notices received from us or from a Payment Brand to help you determine whether a Payment Instrument presented is counterfeit. You should attempt to retain the Payment Instrument while making an authorization request and then match any signature on the Payment Instrument with the one on the Transaction receipt. You should compare the account number on the Payment Instrument to the account number printed on the receipt or displayed on the terminal. You should examine each Payment Instrument to see if it looks genuine. You should use reasonable, peaceful efforts to recover any Payment Instrument if you have reasonable grounds to believe such Payment Instrument is counterfeit, fraudulent or stolen. You will be solely responsible for your actions in recovering/retaining Payment Instruments. 4 Travel And Entertainment Services At your option and as specified in the applicable sections of the Payment Brand Rules, Merchants may participate in one or more specialized travel & entertainment services offered by any of the Payment Brands. Merchants offering travel and entertainment services must institute and comply with the procedures set forth in the Payment Brand Rules. 15 Specialized Rules for Mail Order, Telephone Order, And Internet Transactions 1 Completion Of Sale You are responsible for determining that the purchaser is the person whose name appears as the Customer. If an account number is transposed into an invalid or inaccurate account number, the sale will result in a Chargeback. You must be authorized by us to accept Payment Instruments for mail, telephone, internet and pre -authorized orders, and you must have noted such on your application to us. All information that would normally be imprinted from a Payment Instrument must be clearly written in the appropriate areas on the order or Transaction receipt. "Mail Order" or "Phone Order" should be written on the signature line of the Transaction receipt. 2 Recurring Transactions For recurring transactions, you must obtain a written request from the Customer for the goods and services to be charged to the Customer's account, specifying the frequency of the recurring charge and the duration of time during which such charges may be made. You will not complete any recurring transaction after receiving: (i) a cancellation notice from the Customer (ii) notice from Paymentech or any Payment Brand that the Payment Instrument is not to be honored; or (iii) an authorization/approval code that the Payment Instrument is not to be honored. You must include in your Transaction Data the electronic indicator that the transaction is a recurring transaction. 16 Specialized Rules for Stored Value Transactions 1 Payment Instruments at Packaging You may be obligated to purchase Stored Value Payment Transaction Payment Instruments (`Gift Cards") from us or pay us a data transfer fee in lieu thereof. Please check the pricing schedule of your Merchant Agreement to see if these requirements apply to you. If you are obligated to purchase Gift Cards from us or if you elect to do so, we will arrange for the Gift Card production and may, at our option, invoice you therefore, in lieu of electronically debiting your account. Any such invoice will be payable upon receipt. Gift Cards, Packaging and Point -of -purchase marketing materials are available and priced on a per bundle basis, based on current rates. All production and delivery timeframes and costs provided by us are estimates only and we do not guarantee any specific date of delivery or price for Gift Cards produced by third parties. You are responsible for all production costs and delivery charges for Gift Cards. The form and content of all Gift Cards will be subject to our approval. 2 Compliance and Warranties You are solely responsible for complying with all applicable laws relating to your Gift Card program and you agree to indemnify and hold us harmless from any loss, damage or claim relating to or arising out of any failure to comply with applicable laws in connection therewith. You are solely responsible for monitoring the legal developments applicable to the operation of your Gift Card program and ensuring that your Gift Card program complies fully with such requirements as in effect from time to time. Merchant acknowledges that Paymentech cannot reasonably be expected to monitor and interpret the laws applicable to its merchants, and has no responsibility to monitor or interpret laws applicable to Merchant's business. 3 Fraud You hereby agree (i) that you are responsible for ensuring that all Gift Cards require activation at the point of sales (ii) to provide notification in writing to Paymentech of any fraud losses by type by fifteen days following the end of each calendar quarter; (iii) that you will be solely responsible for any and all value adding and fraud losses and expenses relating to or arising from your Gift Card; (iv) to discourage transportation of groups of sequentially numbered Gift Cards; and (v) to deactivate or otherwise remove all value from Gift Cards that have been compromised. You will be responsible for any fraudulent transactions involving your Gift Cards, including, without limitation, the unauthorized activation of Gift Cards, reloading of existing Gift Cards (whether pursuant to a manual telephone order or otherwise) with additional value, or the unauthorized replication of Gift Cards or Gift Card data for fraudulent transactions. Paymentech provides a number of tools and options to help Merchant reduce Merchant's risk of exposure for fraudulent transactions. We urge you to make use of any and all of such tools as we may offer in order to help reduce the risk of such transactions. In particular, we recommend that you utilize only those vendors that have been certified by Paymentech as having appropriate security measures in place to reduce the risk of counterfeit Gift Cards and the loss of sensitive Gift Card information that might result in unauthorized transactions, and we recommend that you promptly and frequently reconcile the transaction reports we provide to you against your own internal transaction records, and to report any unauthorized transactions to your account representative at Paymentech. Because manual Gift Card transactions (i.e. those involving the activation or reloading of Payment Instruments over the telephone in cases where your terminals may be unavailable) pose a higher risk of potential fraud, we urge you to pay special attention to these transactions and reconcile them on an even more frequent basis. In the event that you do not reconcile your transaction reports and promptly report any suspicious activity to us, Paymentech may not be able to assist you in canceling fraudulently activated or reloaded Gift Cards, or in otherwise identifying the source of any fraud. Chase/Paymentech_City of Fort Worth Merchant Payment Card Processing Agreement Attachment C Insurance Requirements Paymentech shall, upon written request, provide the City of Fort Worth with certificates) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement. 1. Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Business Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Paymentech, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation -Statutory limits (d) Banker's Professional Liability (Errors &Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Bankers Professional Liability may be provided as part of the Commercial General Liability (CGL) policy, or a separate policy specific to Bankers Professional Liability. Either is acceptable if coverage meets all other requirements. Coverage includes indemnification against loss arising for claims of wrongful acts committed in the performance of professional services Coverage shall be written on a claims -made basis, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. Paymentech reserves the right to self -insure for this coverage. However, in the event Paymentech or its parent company, JPMorgan Chase Bank, NA, determines to self -insure, the City of Fort Worth may terminate this Agreement upon not less than 30 days written notice without penalty or payment of any amounts under Section 10.2 of the Agreement. 2. General Requirements (a) The commercial general liability and business automobile liability policies shall name the City of Fort Worth as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Paymentech has obtained all required insurance shall be delivered to the City, upon written request, prior to Paymentech proceeding with any work pursuant to this Agreement. Page 1 of 2 City of Forf Worth, Texas Mayor and Council C� u n ication COUNCIL ACTION: Approved on 7/13/2010 DATE: Tuesday, July 13, 2010 LOG NAME: 13P09-0166 MERCHANT CARD MJ REFERENCE NO.: C-24328 SUBJECT: Authorize an Agreement with Chase Paymentech to Provide Credit Card Processing Services for City Departments for an Amount Up to $1,350,000.00 RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute an Agreement with Chase Paymentech in an amount up to $1,350,000.00 to process credit card payments received by phone, in person and by internet-based payment processing. DISCUSSION: The City's Financial Management Services Department presently utilizes credit card services at approximately 60 locations including, but not limited to Municipal Court, Water Department, Libraries, Community Centers and building permits. Cumulatively, the City expects to process approximately $55,000,000.00 annually in credit card sales. Anticipating the upcoming contract expiration, staff issued a Request for Proposals (RFP) on October 14, 2009. The RFP evaluation factors included responsiveness and ability to provide services and reports to meet the City of Fort Worth specifications. Additional evaluation factors were credit card services costs and savings, technical compliance, experience and references. An evaluation panel was made up of representatives from the Financial Management Services Department, Water Department, Planning and Development Department, Municipal Courts and the Parks and Community Services Department. The City received 12 proposals in response to the RFP. A panel consisting of representatives from the Financial Management Services, the Planning and Development and Water departments interviewed the top two respondents to provide additional opportunity for information exchange and clarification of the scope of work. The interview panel determined that Chase Paymentech was the best evaluated firm for the agreement. The recommended service provider allows the City to authenticate the cardholder's transaction by use of the card's magnetic stripe. Transactions are also captured by manually entering the credit card number. All four major credit cards Visa, MasterCard, American Express, Discover and debit cards will be accepted. Chase Paymentech is a global leader in payment processing, handling transactions in over 130 currencies. On the internet or at the point of sale, Chase Paymentech's unique combination of outstanding service, innovative solutions and financial strength offers solid benefits to the City. Through this Agreement, the City intends to minimize processing costs and improve operational efficiency. Chase Paymentech can assist the City with the daily responsibility of accepting a wide variety of payments. The City will benefit from the expertise in automated, electronic payment processing, using solutions that will significantly impact the bottom line and improve the City's ability to serve constituents when and how they demand. There was no guarantee of expenditures under this agreement; however, in the past twelve months the http://apps.cfwnet.org/ecouncil/printmc.asp?id=13136&print=true&DocType=Preview 7/21/2010 Page 2 of 2 City spent approximately $1,488,000.00 for these services. ADVERTISEMENT -This RFP was advertised in the Fort Worth Star -Telegram on October 14, October 21, October 28 and November 4, 2009. PRICE ANALYSIS -The unit prices are 10 percent lower than the unit prices in the current agreement awarded in 2002. Treasury has reviewed the prices of the recommended vendor and certified that they are fair and reasonable. AGREEMENT TERMS -Upon City Council approval, the Agreement will begin July 13, 2010 and end July 12, 2013, unless terminated earlier in accordance with its terms. RENEWAL OPTIONS -This Agreement may be renewed for up to two one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during renewal term. M/WBE - A waiver of the goal for M/1/VBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services are from source (s) where subcontracting or supplier opportunities are negligible. FISCAL_ INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budgets, as appropriated, of Enterprise and General Fund departments. FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS 1. MWBE Waiver.pdf (CFW Internal) FROM Fund/Account/Centers Karen Montgomery (6222) Lena Ellis (8517) Jack Dale (8357) Marilyn Jackson (2059) http://apps.cfwnet.org/ecouncil/printmc.asp?id=13136&print=true&DocType=Preview 7/21/2010