Loading...
HomeMy WebLinkAboutContract 43462 (2)fia au egX 0 ciTv sEcREraRv/'JI CONTRACT NO. `'fYfIOZ Agreement WL) 0 • TkvVtLv cMwi This AGREEMENT, by a ► d between the City of Fort Worth (herein called "the City of Fort Worth") with principal offices at ! : e-Strget Fort Worth, Texas 76102 and Fidelity Express, a division of GSC Enterprises, Inc. (herein called "Fidelity Express"), a Texas corporation, having its principal offices at 1301 Main Street, Sulphur Springs, Texas 75482. • WITNESSETH WHEREAS, the City of Fort Worth desires to provide its customers with retail payment processing services that will improve the City of Fort Worth's current bill collection and processing and which will result in convenience to the City of Fort Worth customers; WHEREAS, Fidelity Express operates or currently provides money orders and other services at convenient, readily accessible, retail locations, which are capable of processing the City of Fort Worth customer payments in an efficient, effective fashion; depositing said payments in designated the City of Fort Worth accounts at specified banking institutions; and transmitting payment information; WHEREAS, Fidelity Express wishes to provide locations to accept the City of Fort Worth customer payments, and perform the necessary remittance processing; In consideration of the mutual covenants and premises hereinafter contained, the City of Fort Worth and Fidelity Express agree as follows: 1. Description of Services V 0 w gam ULI 0 Fidelity Express shall provide the following payment processing services to the City of Fort Worth during the term of this Agreement unless so amended in writing, by mutual agreement of the parties. Fidelity Express shall provide retail locations for collection and processing of the City of Fort Worth's customer payments. On day one, the City of Fort Worth customer pays to the Fidelity Express agent a City of Fort Worth bill, as well as pays to the agent a transaction fee not to exceed $1.50 and the agent enters the information into a database. This payment may only be in cash. On the same business day (day one), Fidelity Express shall enter payment information into its database system; process said information; reconcile output with details and batch totals; create an electronic file and transmit the information to the City of Fort Worth by (time). Fidelity Express shall notify the City of Fort Worth by email, United States mail, first class postage prepaid, or at (fax number) to report the number of items and the dollar amount transmitted. Two business days following (day three), Fidelity Express deposits the monies into the designated the City of Fort Worth accounts at approved banking institutions by 5:00 p.m. U`I—J"l—I2 P94:43 Fidelity Express shall notify the City of Fort Worth by United States mail, first class postage prepaid or at (fax number) to report the dollar amount deposited. The above is only a general description of services provided. Any other modifications services or processes requested by the City of Fort Worth on the part of Fidelity Express that requires additional programming after implementation shall be submitted in writing to Fidelity Express and approved in writing by Fidelity Express. 2. Term This Agreement shall become effective upon execution by the City of Fort Worth and shall remain in effect for a period of three (3) years from the 3 I tday of July, 2012 and terminate the 319day of July, 2015. This contract will automatically continually renew for additional one-year terms unless written notice of termination is received 30 days prior to termination date. 3. Termination 3.01 Termination for Convenience The City of Fort Worth or Fidelity Express may terminate this Agreement for any reason by written notice at least 180 days prior to the date of termination. Upon service of said notification the parties shall have no further obligation to each other under this Agreement other than to maintain the confidentiality of any proprietary information previously provided. Fidelity Express shall cease all operations required under this Agreement on the date of termination and return as soon as possible any of the City of Fort Worth the City of Fort Worth's property of which it may be in possession on the date of termination and thereafter. 3.02 Termination for Default This Agreement may be terminated by either party in the event of a breach in the Agreement that remains for forty-five (45) days after written notice thereof, or in the event the same type breach occurs on three or more occasions. In the event of breach that remains after the requisite time period to rectify, or upon the third breach of the same type, then the Agreement may be terminated immediately. 3.03 Termination for Bankruptcy Either party shall have the right to terminate this Agreement upon fifteen (15) days prior written notice in the event of a filing, by or on behalf of the other party in any court, of a petition of bankruptcy, or insolvency or for a 4. Risk of Loss reorganization, or for an appointment of a receiver or trustee of all or part of that party's property. Fidelity Express shall bear all risk of loss for all the City of Fort Worth customers' payments received by its Agents, retail outlets, or subcontractor, that may be lost, stolen, destroyed or embezzled or mysteriously disappear, for any reason prior to the City of Fort Worth's bank accounts being credited. Fidelity Express shall, in order to protect the City of Fort Worth's interests, maintain insurance in sufficient amounts and form to cover said loss. In the event Fidelity Express shall suffer a loss, it shall reconstruct the missing payments, and shall deposit in the City of Fort Worth's bank account an amount of equal value, within 72 (seventy two) hours of the time the loss was first discovered. 5. Timely Performance The parties acknowledge that all parts of this Agreement will be executed in a timely manner Fidelity Express agrees and will communicate to its agents that its performance will be executed diligently and without interruption to insure that the City of Fort Worth's banking accounts be credited within the parameters set forth in Article 1 "Description of Services" Notwithstanding that the City of Fort Worth's designated bank accounts have been credited within the parameters set forth in this Agreement, Fidelity Express bears the responsibility for daily reconciliation and balancing of the City of Fort Worth customer accounts. Fidelity Express shall perform any transaction research necessary to reconcile the City of Fort Worth customer accounts, which are out of balance due to the action or inaction of Fidelity Express within five (5) days of notification thereof by the City of Fort Worth and at no cost to the City of Fort Worth. 6. Force Maleure Neither party shall not be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control as a result of the following: acts of God, acts of civil or military authorities, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, earthquakes, nuclear accidents, floods, or volcanic action. 7. Payment Locations Fidelity Express operates an agency consisting of many retail locations or sells money orders and other services in retail locations, which among other things collect utility bill payments on behalf of the City of Fort Worth. A list of these payment outlet locations will be provided. The City of Fort Worth shall retain the right to approve the list of payments outlets and can request Fidelity Express to add other locations, which may be mutually agreed upon between the parties The listing of authorized agents will be kept confidential and not released to any third parties. If, in the City of Fort Worth's opinion, a certain payment outlet or groups of outlets are not providing efficient, convenient courteous processing of payments, the City of Fort Worth shall so notify Fidelity Express in writing If the problem is not resolved to the City of Fort Worth's satisfaction within seven (7) calendar days, Fidelity Express shall desist in the collection of the City of Fort Worth payments at that outlet or group of outlets, deposit into the City of Fort Worth's account all customer payments received to date and modify signs and promotional materials to indicate such change. 8. Independent Contractor The City of Fort Worth agrees that in the performance of the work contemplated hereunder, Fidelity Express shall be an independent contractor and not an employee of the City of Fort Worth, that workers engaged by Fidelity Express on this work shall at all times be considered Fidelity Express's employees and not those of the City of Fort Worth and that Fidelity Express will accept and assume exclusive liability and shall hold the City of Fort Worth harmless in the payment of any and all contributions, assessments and deductions made on behalf of Fidelity Express's employees engaged in the performance of the work hereunder. Notwithstanding any existing principal agency relationship between Fidelity Express and any other party, such as; in store outlets or subcontractors Fidelity Express agrees that it shall bear sole responsibility for the performance of the work as specified hereunder and shall solely bear all risk of loss as specified in Article 4. Fidelity Express reserves the right to select and engage Fidelity Express locations. The City of Fort Worth also agrees not to meet or discuss any contractual relations Fidelity Express has with any Fidelity Express agent or any other third party. An exception to the foregoing is communication to regulatory authorities. 9. Compensation Fidelity Express agrees that the City of Fort Worth customer shall be charged a transaction fee not to exceed $1.50 for each payment they make at an authorized Fidelity Express agent. The above represents the sole and exclusive compensation payable to Fidelity Express. 10. Records During the term of this Agreement and for a period of two (2) years thereafter, Fidelity Express shall keep, maintain and preserve, at Fidelity Express's principal office or in an alternate secure location, in the form of hard copy, microfiche, microfilm, or electronic media full records of all transactions relating to the work Fidelity Express performed under this Agreement. Upon reasonable notice, which notice shall specify the accounts, records and books requested for viewing, the City of Fort Worth shall be afforded adequate work space and shall have full access during normal business hours to inspect, audit and reproduce any and all such accounts, records and books of Fidelity Express. Agreements between Fidelity Express and any of its subcontractors or Agents shall contain a provision identical to that stated above. To assure the quality of services provided to the City of Fort Worth, Fidelity Express shall maintain a routine audit of its subcontractors'/Agents' facilities throughout the performance of this Agreement 10.01 The City of Fort Worth shall have the right, with prior notice to Fidelity Express or its payment locations, to enter upon the premises of payment locations in order to observe the operation of the payment locations and to conduct such tests as it deems necessary to verify the integrity of the payment processing procedures. Furthermore, upon reasonable notice to Fidelity Express, which shall not be less than twenty-four (24) hours, the City of Fort Worth shall have the right to observe Fidelity Express's operation in order to verify compliance with the terms and conditions of this Agreement. 11. City of Fort Worth's File Transmission Requirement If the City of Fort Worth currently, or subsequently during the period of this agreement, requires Fidelity Express to transmit payment files over a Virtual Private Network, data cloud, secure network, etc., City of Fort Worth agrees that all costs to enable Fidelity Express to acquire the necessary software, licensing, fees, etc as well as to transmit the daily files shall be borne by the City of Fort Worth. 12. Indemnification Fidelity Express shall indemnify and hold the City of Fort Worth harmless from and against any and all loss, damage and liability and from any and all claims and demands, suits, actions and judgments for damages on account of or by reason of bodily injury, including death, and any and all damages to property including property of the City of Fort Worth, which may be sustained or claimed to have been sustained by any person, including employees of the City of Fort Worth Fidelity Express and of any subcontractor or its agents, servants or employees and from all costs and expenses in any such suits demands, actions, claims or proceedings, whether groundless or not, which may be brought against the City of Fort Worth, caused by or arising out of or claimed to have been caused by or arisen out of or in connection with any work done or performed by Fidelity Express or Fidelity Express's failure to do or perform any work required to be done under the terms of this Agreement or the negligence of Fidelity Express its agents, servants or employees in connection therewith, or Fidelity Express's failure to comply with any provisions or requirements of any laws, rules regulations or permits of any duly constituted governmental authority, which are or may be imposed upon the City of Fort Worth or Fidelity Express or any obligations assumed by Fidelity Express hereunder, and Fidelity Express shall, at its own cost and expense, defend any such suits, actions, demands, claims or proceedings, whether groundless or not which may be commenced against the City of Fort Worth by reason thereof or in connection therewith, and Fidelity Express shall pay and satisfy any and all judgments which may be recovered in any such suits, actions, demands, claims or proceedings, and defray or reimburse any and all expenses, including costs and attorney's fees, which may be incurred in or by reason of such suits actions demands claims or proceedings and keep the property of the City of Fort Worth's free and unencumbered of any charge or lien against it of any kind The taking out and maintenance of any insurance shall not relieve Fidelity Express from its obligation to defend and protect the City of Fort Worth to the full extent and, for any failure so to do, to indemnify and save harmless the City of Fort Worth all as herein provided, without any limitation as to amount and regardless of the limits of insurance. The liability of Fidelity Express under this Agreement and its obligation to indemnify the City of Fort Worth is absolute and continuous and survives completion or termination of Fidelity Express's work hereunder or the acceptance and payment thereof. Neither the approval by the City of Fort Worth of the methods of doing the work for under this Agreement nor the failure of the City of Fort Worth to call attention to improper or inadequate methods nor to require a change in methods nor the neglect of the City of Fort Worth to direct Fidelity Express to take any particular precautions or to refrain from doing any particular thing shall excuse Fidelity Express in case of any such injury to person or damage to property or release it from liability hereunder. 13. Confidentiality Any information provided to or received by Fidelity Express regarding the City of Fort Worth customer accounts shall be held in the highest confidence and not disclosed to any third party without express written permission of the City of Fort Worth. Additionally, any proprietary information provided by Fidelity Express to the City of Fort Worth shall not be disclosed by the City of Fort Worth to any third -party without the express written consent of Fidelity Express, and each party agrees to treat such information with the same standard of care that it uses with respect to its own proprietary information to prevent the information's disclosure. 14. Publicity The City of Fort Worth, at its option, may provide Fidelity Express with signs or other promotional material intended to inform the City of Fort Worth customers of Fidelity Express locations, which are approved to handle its bill payments. The City of Fort Worth shall communicate with their customers and advise them that they (customer) have the ability to pay their City of Fort Worth water bill at a Fidelity Express agent location. Communication shall be made once a year. The form of communication is at the option of the City of Fort Worth. Communications shall list Fidelity Express' name and/or logo and can be made using a flyer, mailer, bill envelope, news paper ad, link to Fidelity Express web site or a link to a word document listing agent locations. All advertising or promotional material utilized to promote use of Fidelity Express services to the City of Fort Worth's customers shall be pre -approved by City of Fort Worth and Fidelity Express prior to use. City of Fort Worth will advise Fidelity Express when communication will be or has been made. 15. Compliance with Law In performance of this Agreement, Fidelity Express agrees to comply with all local, City, State and Federal regulations as they may apply to the services provided, (including OSHA) 16. Notices Any written notice required by the terms of this Agreement shall be deemed to be sufficiently given when sent by certified or registered mail, postage prepaid, to the respective parties as follows; The City of Fort Worth 908 Monroe Street Fort Worth, Texas 76102 Attn: eit° be cleft; cd) Vr^ctA4/„. Cfr .furs (0) AJk, 0,2,0 Fidelity Express A Division of GSC Enterprises, Inc. P.O. Box 768 1301 Main Street Sulphur Springs, TX 75482 Attn Mr R. McKenzie - Division Manager The foregoing addresses may be changed at any time by written notices to the other party. 17. Heading The headings in this Agreement are for convenience only and shall not be construed to define or limit any terms. 18. Waiver of Right No course of dealing or failure of either party to strictly enforce any terms, right or condition of this Agreement shall be construed as a waiver of such term, right or condition. Title Date • 19. Binding Nature and Assignment F . li V U AL `l I CO TV RETAh W EtIfifORTIN�� This Agreement shall be binding upon the parties and their successors and permitted assigns. The City of Fort Worth reserves the right to assign this Agreement to any wholly owned subsidiary or any affiliate company. 20. Governing Law/Jurisdiction This Agreement shall be construed under and governed by the laws of the State of Texas. The parties agree that any action arising out of this Agreement or breach thereof shall be commenced in the court of appropriate jurisdiction located in Tarrant County, Texas and the parties hereby consent to the jurisdiction of any such court. 21. Severability In the event that one or more provisions contained in this Agreement are for any reason held to be unenforceable in any respect, such unenforceability shall not affect any other term or condition of this agreement and this agreement shall be construed as if the unenforceable provision was not contained in this agreement. 22. Entire Agreement The parties acknowledge that they have read this Agreement and understand it and agree to be bound by its terms and conditions. Further, the parties agree that it is a complete and exclusive statement of the Agreement between them which, except for the schedule herein, supersedes all other proposals and prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. The City of Fort Worth By "Arnossno4 &Lam. Print at'ni elO Chithk-fria cirtj tit (boil 0°//2 APPROVED AS TO F1O tt 4, AND LEGALITY: Fidelity Express, a division of GSC Enterprises, Inc. By Print Title Date re, ppken ie 0 , . 4st:ssmarl4.% tisti Q0000d�'% 0O*tO 4,_ "0°000 ice dcy Targe M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas FORTWORTII Crry COUNCIL AGENDA Thsr COUNCIL ACTION: Approved on 6/12/2012 DATE: 6/12/2012 REFIRENCE *'`C-25656 LOG NAME: 60FIDELI TYEXPRESS NO.: CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Three Year Agreement with Fidelity Express, a Division of GSC Enterprises, Inc., for Implementation and Operation of Payment Processing Services for the Water Department Through an Existing Network of Over 300 Retail Locations at a Cost of $2,000.00 Annually (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a three year Agreement with Fidelity Express, a Division of GSC Enterprises, Inc., for implementation and operation of payment processing services at a cost of $2,000.00 annually. DISCUSSION: The Fort Worth Water Department has been exploring alternative payment options to contain costs, improve service and expand the customer's payment options. The Water Department has implemented various initiatives to provide convenient payment options for customers. In 2001, online access was implemented through the Water Department's H2Online website accepting credit and debit card payments. In 2003, implementation of electronic online banking allowed customers to pay through their bank and other online bill payment services. In 2006, the Water Department enhanced their existing IVR phone system to add pay by phone options for electronic checks, credit and debit cards. Fidelity Express operates through over 300 existing retail locations in the Fort Worth area where other gas and electric utility payments are processed. These contracted retail locations, in neighborhood grocery stores and convenient stores, provide a convenient payment option in local communities for customers to make payment for a minimal convenience fee of $1.50, while ensuring proper controls over the collection and processing of these payments. Fidelity Express will manage the agent network of retail locations, maintain a real-time database of payments, reconcile details with batch totals, create and transmit an electronic file for posting to customers accounts. Fidelity Express' operational costs of payment collection and processing will be recovered through the convenience fee paid by customers except for a minimal fee payable by the Fort Worth Water Department for returned items. Returned items are charged a $2.00 fee for the redeposit or return for check or money order payments returned as non -sufficient or non collectible, for an estimated cost of $2,000.00 annually. Fidelity Express currently operates a total of 300 payment stations in Tarrant County, including 151 within the city limits of Fort Worth. Many of the payment stations are associated with major retailers such as Kroger, Fiesta Mart, Elrods, Quickmart, and Citgo while others are located in smaller convenience stores. Fidelity Express is a full service financial services company established in 1988. Fidelity Express is a division of GSC Enterprises, Inc., GSC is a 60 year old company that has become one of the largest wholesale distributors in the U S for convenience stores with over 600 employees serving almost http://apps.cfwnet.org/council packet/mc_review.asp?ID=14953&councildate=6/12/2012 7/26/2012 M&C Review Page 2 of 2 5,000 independently owned supermarkets, convenience stores, wholesale houses, discount centers and other retailers throughout the Southeast, Southwest and Midwest states. RENEWAL OPTIONS — This Contract will automatically renew for additional 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 the renewal term. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Water and Sewer Fund. TO Fund/Account/Centers FROM Fund/Account/Centers PE45 539120 0604007 $11000. 00 PE45 539120 0704007 $1.000.00 Submitted for City Manager's Office bv: Fernando Costa (6122) Originating Department Head: S Frank Crumb (8207) Additional Information Contact: Kara Shuror (8819) ATTACHMENTS Fort Worth Agent Coveraae Mao .pot http://apps.cfwnet.org/council_packet/mc_review.asp?ID=14953&councildate=6/12/2012 7/26/2012