HomeMy WebLinkAboutContract 44522�- n
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POM Incorporated
Parktel Credit Card Meter Pilot Agreement
THIS AGREEMENT is made by and between City of Fort Worth, Texas, whose principal place of business
and rnailing address is 1000 Throckmorton Street, Fort Worth, Texas 76102 whose Parking Division
mailing address is 311 West 10'h Street, Fort Worth, Texas 76102 (hereinafter called the Merchant) and
POM Incorporated, an Arkansas corporation authorized to do business in 7exas, whose principal place of
business and mailing address is 240 South Elmira Avenue, Russellville, Arkansas 72802 (hereinafter
called POM).
WHEREAS, the Merchant desires to contract with POM to oerform a parking meter pilot installation
within the Merchant location using POM Parktel parking meters per the Merchant's invitation to Bid
(ITB); and
WHEREAS, POM will deliver 20 POM ParkTel fvlodules to the Merchant for its use for 90 days;
WITNESSETH:
The Merchant and POM, in consideration of the mutual covenants hereinafter set forth, agree as
follows:
1. Contract Price. The Merchant shall pay POM a total price not to exceed $S per meter per month
for the secure wireless data package �nd back office maintenance; and $0.10 per credit card
transaction for Payment Card Industry (PCI) secure gateway services via CreditCail, which will be
billed monthly by POM.
2. Payments. Payment shall be made to POM as foliows:
2.1 POM will invoice the Merchant at the end of each month during the trial for $ 100.00 ($S X
10 Parktel Modules) to cover the �roireless data package and back office maintenance. The
invoice will be due and payable in 30 days (rom date of invoice.
2.2 POM will invoice the Merchant at the end of each month $0.10 per credit card trans�ction
for gateway services to decryp; !he transactions and send them on the Merchant's stated
preferred processor, Chase P�i�entech. The billing may be via paper invoice or ACH, at
POM's option.
3. POM's Duties.
3.1 Deliver 20 Parktel Modu�es and oth�r items as re:;uested from [he rr��,ponse to ITB.
3.2 Assist the Merchant with installatinn ,�nd set up, provide training on me[�r and back office
management.
33 Provide full technical support throughout the duration of the (ield trial via phone and local
support.
3.4 Pay for shipping to and from POM'< f,�cility for any repair servic�s th�t cannot be ;uccessfully
completed by the Merchant.
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3.5 Meet with the Merchant on a regular basis (via conference call and/or via local service
agent) to review the performance of the units during the pilot period.
3.6 Measure the performance of the meters to determine the usage of credit cards and the
corresponding benefit to the Merchant.
4. Merchant's Duties. The Merchant shall be responsible for providing the following:
4.1 Provide all required information regarding credit card processing, meter configuration, and
specific location information, to POM in order to program, set-up, and install the
equipment;
4.2 Ensure that all mechanisms that wiil be fitted with Parktel modules are already entered into
the MeterManager database and assigned an area and past number;
43 Assist POM with installation of the products;
4.4 Remit payment to POM as outlined in the contract price in item 2 on a Net 30 basis.
4.5 Perform first-line meter maintenance, including dearing of coin jams, card reader jams,
emptying coin boxes before they can overflow, and other functions as outlined in the
training and meter service manual.
4.6 Actively communicate any issues to POM in order for POM to respond promptly and
appropriately to reach a resolution.
4.7 Provide details to POM of the products' performance in comparison to previous products
(limited to revenue data and user satisfaction).
S. Term. The term of this Agreement shall commence on the date that POM shall install and make
operational all products for the pilot and shall terminate 90 days thereafter. POM shall provide
written notice to the Merchant i�dicating that aIl products have been installed, and the date of
such written notice shall constiiute commencemeiit of the pilot terms. Either party may
terminate the pilot hy giving the other ten (10) business da�s written notice.
6. Venue: i his Agreement shali be governed by the laws of the State of Texas as now and
hereafter in force. The venue for actions arising out of this Agreement shail be in Tarrant
County, Texas—see paragraph 26 City of Fort Worth Standard PurchasingTerms and Conditions.
7. Notice. AII notices, requests, demands, ii personaiiy delivered or mailed, certified ���ail, returr
receipt requested, to the foL'owing addresses:
As to the Nierchant City of Fort Worth
311 West 10`h
Fort Worth, TX 76102
As to POM: FOM Incorporated
200 South Elmira Avenue
Russeilville, AR 72802
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8. GatewaV Services Provider Clauses
POM is required by its PSP Gateway Services Provider, in this instance CreditCall, to include
these clauses 9-11 in this agreement between POM and the Merchant.
8.1 At all times throughout the duration of this Agreement, a�l publicity, signage and/or
promotional material issued by POM in respect of or in connection with the PSP Service
must comply in all respects with the Codes of Practice. POM shall not in any publicity or
other promotional activity state or imply any approval by CreditCail of any Offering in any
way without the prior written approval of a duly authorized officer of CreditCall which shall
not be unreasonably withheld and the POM sha�l likewise require the Merchant to comply
with this Clause;
8.2 POM and the Merchant shail ensure that all such rights, authorizations, Iicenses,
exemptions, consents and permissions have been obtained or granted and all such
requirements of law or of any other competent authority or public body have been
complied with as are necessary or prudent in connection with the provision of the PSP
Service and shall at all times throughout the duration of this Agreement maintain in fuil
force and effect all such rights, authorizations, licenses, consents and permissions and
comply with aU such requirements;
8.3 The Merchant shail undertake not to disconnect or interfere with the operation of the PSP
Service except where explicitly agreed in writing between the pzrties and to use its best
encieavars to prevent such disconnection or interference by the Merchant or a third party.
8A This pilot agreement between POM and the Merchant for the provision of the PSP Service
for a period of less than 12 months is made possible only by express written permission of
CreditCail obtained by POM. CreditCall wili be the exdusive supplier of payment service
provision for the Terminals. (parking meter modules) for the duration of the agreement
between the POM and the Merchant. POM will include this obligation in any written
contract POM enters into with the Merchant;
8.5 On{y ihe sale of those services and/or products as agreed 6etween POM a�d CreditCall and
as documented in the Merchant's account information wifl take place.
8.6 Neither POM nor the Merchant may use the PSP Service in ary manner whatsoever which
constitutes a violation of any law or regulation or which may cause CreditCall to be subject
to any investigation, prosecution or legal a�tio�r.
8.7 Merchant acknowledges that Credit�all does not have access to the Merchant's Merchant
Account and that it is therefore the Merchant's responsibility to reconcile the payments
being made into the Merchant's Merchant P.cce���t ���th the Transactions protess�d by the
PSP Service. In the event that the Mercha �t identifies a disrepancy, they must notify
CreditCall and the POM as soon as reasonably practicaL CrediiCaii wiii treat any such
notification as a high priority problem. CreditCall shall have no liability for discrepancies
which have occurred more than 14 days qrior to the date any s!�ch problem is notified to
them.
9. Pa��ment Card Industry Data Securitv Standards (Pri nc�)
Neither POM nor the Merchant shail:
9.1 Store any element of the Card Transaction, other than temporarily to process the
Transacticn with the PSP Service; this expiicitiy indudes (but is not limited to) any card
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numbers, CVV, CVV2, CVC2 or PVV information and any Track 2 Information derived from
the magnetic strip; or
9.2 Log any element of the Card Transaction for any purpose at all induding debugging or
auditing and nor wiil any other record of the Card Transaction be held electronically or on
paper.
9.3 POM and Merchant shall encrypt or obscure Card numbers either by masking all digits
except the first 6 and last 4 numbers; using the Iast 4 digits only; or by applying a secure one
way hashing algorithm such as SHA-1.
10. Limitation of Liabilitv
The Merchant is responsible for:
10.15et up of the Merchant Account with the Merchant Acquiring Bank; and any and all
set up and Bank Charges associated with the Merchant Account.
1G.2 F�ii risks in respect of authorization and/or settfement of Transactions and Refunds by the
Bank System lie with POM and/or the Merchant and/or the reievant financial institution,
and CreditCall shall have absolutely no liability in respect thereof to POM and/or the
Merchant except where a Transaction or Refund fails due to CreditCalPs negligent act or
omission, in which case CreditCall's sole liability will be to reprocess the Transaction or
Refund.
10.3 CreditCall will have no liability in contract or in tort for:
103.1 the upply to the Merchant of the parking payment, invoices, receipts or any other
information the Merchant may require to use or otherwise take the benefit of the
parking payment;
10.3.2 the timeliness, standard, qualifi� and/or suitability of the parking payment;
10.3.3 or in respect of any charge, cancellation or dispute relating to the parking payment.
10.4 PQM wili fully indemnify CreditCai( against any and ail expenses, losses or damages
resulting from claims or demands brought by the Merchant against CreditCail in respect of
iFe parking payn�ent. CreditCal{ sha{I as soon as reasonably possible give notice io PONi oT
any such action proceeding, ciaim or demand and shall not settle or compromise any cfaim
made by a Merchant against CreditCall without the prior written consent of POM which
shall not be unreasonably withheld or delayed;
11. Assignment. PONi shal) not, without prior written consent of the Merchant, assign ar.y ;.ortion
of its interest under this Agreement and, specifically, POM shall not assign any monies due or to
become due without the prior ivritten consent of the Merchant.
i2. Huthorization. Each party warrants to the other party that the individuais executing this
Agreement are a�thorized to do so.
13. Force Maieure. If any party is prevented from performing its obligation stated in this Agreement
by any event not within the reasonable control of that party, including, but not limited to, ar act
of God, public enemy, or war, fire, an act or failure to act of a government entity (except on the
part of the Merchant), unavailability of materials, or actions by or against labor unions, it shali
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not be in default in the performance of its obligations stated in this Agreement. PROVIDED,
HOWEVER, any party delayed by such an event shall request an extension of time to perform its
obligations stated in this Agreement by notifying the party to which it is obligated within ten
days following the event. If the notified party agrees that the event was the cause of this delay,
the time to perform the obligations stated in this Agreement shall be extended by the number
of days of delay caused by the event. If the required notice is not given by the delayed party, no
time extension shall be granted.
14. Severability. If any provision in this Agreement subsequently is determined to be invalid, illega�,
or unenforceable, that determination shall not affect the validity, legality, or enforceabiliry of
the remaining provisions stated in this Agreement uniess that effed is made impossible by th�e
absence of the omitted provision.
i5. Bindin� Document. The ivierchant anci POM each binds itself, its partners, successors, assigns,
and legal representatives to the other party hereto in respect to all covenants, conditions, and
obligations contained in the Agreement.
16. Signature Required. This Agreement shall be considered null and void unless signed by both
POM and the Merchant.
ll. Entire A�reement; Modification. This Agreement between the parties consists only of the
express written terms and conditions set forth in this Agreement. All understandings and
agreements made between the parties are superseded by this Agreement, which alone fully and
completely express tlie parties' understanding. There are no prom�ses or agreements, oral or
otherwise, inducing entry into this Agreement, except only as expressly in writing herein. The
parties are reiying only on the express terms, conditions, and agreements set forth in this
Agreement. The parties further agree that any promise or agreement, not expressly set forth in
writing and signed by uoth parties, cannot be refied upon and will not be vaiid or eniorceabfe.
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IN WITNESS WHEREOF, the parties hereto have er.ecuted this Agreement, this �'�day of May, 2013
MERCHAN I: C of Eort Worth TX
By: ��
Printed Name: � 'n1�-�"����i� 1����
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Title: Marketing Manager
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Printed Name: Terry Henderson
AI�PRC7VE� AS i0 FQRM AND LEGAI_17Y-