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HomeMy WebLinkAboutContract 44522 'ITY SECRETARY 1 toll CONMCT Noe POM Incorporated Parktel Credit Carrd Meter P'ilo greernerat THIS AGREEMENT is made by and betweeri City of Fort Worth, roxas,whose princip;,-il place if business and mailing address is 1000 Throckmorton Street, Fort Warth, Texas 76102 whose Parking Division mailing address is 311 We�st IOh Street, Fort Worth, T(_:xas 76102 (hereinafter(alled the Merchant)and PO M Incorporated,an Arkansas corporaltion authorized to do,business In Texas,whose,principal place of business and mailing address is 200 South 1"IrTi4ra Avenue, Russef(ville, Arkansas 72802 (hereinafter called POM). WHEREAS, the Merchant desires to contract with IOM to perform a parking meter pilot installation within the Me,rcha,nit location using P M Parktol parking meters per the Morchants Invitation to Bid (ITB)-0 and WH,EREAS,PPM will deliver 20 POI PlarkTel Modules to the Merchant for its use for 90 days; WITNESSETH: The Merchant and PO M, in consideration of the muttial covenants hereinafter set forth, agree as follows: 1, Contract Price, The Merchant shall'pay,P,OM a total price not to exceed 55 per meter per month for the secure wireless data package and back office maintenance, And $0.10, per credit card transaction for P13yrnent Card'Industr y(PCI)sek-Aire gateway:,ervices via CreclitCall,which will be billed monthly by PPM. 2. f!A gnats._payment s,haill be made to P,O M,al,,follows. 2.1 POM will invoice the Merchant at the end of each month during the trial for$ 100,00($5 X 20 Parktel Modules)to cover the wireless data package and back uffi('e maintenance The invoice will be due and payable in 30 days from d,,,jte of invoice 2.2 ROM will invoice the Merchant at the end of each, Month �O 10 r"?r crcadit card trans.,,Iction for gateway services, to decrypt 'he; Transactions and, send thern on The Merchant 0 S stoted preferred processor, The b0ling inay he via paper invoice or ACH, at POM's option. 3, POM`s Duties. 34 1 Deliver 20 Iasi ktel Modules jnd othf',.�r st 11)s AS�,f2ques,t,?d h,(,wn the ir.­,porisu to IT B. 12 Assist the Merchant with installition irid �et up, nrov�'de tr�,.vmng I on ineter and beck office, management. 3.3 Provide full technical support throughout the duration of the fielcl trial va,,) phone and local support, 1,4 Pay for shipping to and frorn,POPA's facHity for ,iny rep,�,Iir 0),�t r`,inflot be suceps';fully completed by the Merchant. POrv1 Incorporated Pa k)e I of 6 PROM C Urr ALRECORU CITY R R Y LT 11 1A 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 will be fitted'with Parktel miodUles are already entered into the MelerManager database and assigned an area and post number, 4.3 Assist POM with installation of the products; 4.4 Remit payment to POM as outlined In the contract price iin item,2 on a Net 3,0 basis. 4.5 Perform first-line meter maintenance, including clearing of coin jams, card reader jams, emptying coin boxes before they can overflow, and other functions als 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, 43 Provide details to POM of the piroducts' performance in coriiparison to previous products (limited to,revenue data and user satisfaction). 5. 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 indicating that all products have been installed,and the date of such written, notice, shall constitute,, cornmencement of the pilot terms. Either party may terminate the pilot by giving the other ten(10)business day's,written notice. 6. Venue: This Agreement shall 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 shall be in Tarrant County,Texas--see paragraph,26 City of Fort Worth Standard Purchasing Terms and Conditions. .1 - 7. -Notice. All notices, requests, demands, H personally delivered or mailed, certified m--al 1, return receipt requested,to the following addresses: As to the Merchant: City of Fort Worth 311 West 10'h Fort Worth,TX 76102 As to POM, POM Incorporated 200 South Elmira Avenue RLJSsPIIVIlle,AR 72802 POM Incorporated Page 2 of 6 8. Gateway 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, all 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 irnply any approval by CreditCall of any Offering in any way without the prior written approval of a duly authorized officer of CreditCall which shall not be unreas,oinably withheld and the POM shall' likewise require the Merchant to comply with this Clause; 8.2 POM and the Merchant shall ensure that all such rights, authorizations, licenses, exemptions,, consents and permissions have been obitai,nied 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 full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; 8.3 The Merchant shall undertake not to disconnect or interfere with the operation of the PSP Service except where explicitly agreed in writing between the parties and to use its best endeavors to prevent such disconnection or interference by the Merchant or a third party, 8.4 This pilot agreement between POM and the Merchant for the provision of the PSP Service for a period of less than 12 rnonths,is made possible only by express written permission of CreditCall' obtained by POM. CreditCall will be the exclusive, 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 Merchainit, &S Only the sale of those services and/or products as agreed between POM and CreditCall and as documented in the Merchant"s account Information will'take place. 8.6 Neither POM nor the Merchant may use the PSP Service in any 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 action,, 8.7 Merchant acknowledges that CreditCall 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 Account with the Tramsactions processed,by the PSP Service. In the event that the Merchant identifies a discrepancy, they must notify CreditCall and the POM as soon as reasonably practical CreditCail will treat any such notification as a high priority problem CreditCall shall have no liability for discrepancies which have occurred more than 14 days prior to the data aoy such problem is notified to them. 9,. P a m ent Card Inds l atai Security Standards LP0_125S) Neither POM nor the Merchant shall: 9,1 Store any element of the Card Transaction, other than temporarily to process the Tran--action with the PSP Service; this explicitly includes (but is, not limited to any card POM Incorporated Page 3 of 6 numbers, CV V, CVV2, CVC2' or PVV inforr-nation and any Track 2 Information derived frorn the magnetic strip.,or 9.2 Log any element of the Card Transaction for any purpose at all Including debugging or auditing and nor will any other record of the Card Transaction be held electronically or on paper. 9.3 POM and Merchant shall encrypt or obscure Card nUrnbers either by masking all digits except the first 6 and last 4 numbers;using the liast 4 digits only-or by applying a secure one way hashing algorithm such as SHA-1. 10. Limitation of Lia,bil ity The Merch ant is responsible for: 10.1 Set up of the Merchant Account with the Merchant Acquiring Bank,-and any and all set up and Bank Charges associated with the Merchant,Account. 10.2 Al' risks,in respect of authorization and/or,settlement of Transactions and Re-funds by the Bank System lie with POM and/or the Merchant arid/or the relevant 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 CreditCall's negligent act or omission, in which case CreditCall's sole liability will be to reprocess the Transaction or Refund. 10.3 CreclitCall will have no liability in contract or In tort for: 10.3.1 the upiply 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,quality 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 POM will fully indemnify CreditCali against any and all expenses, losses or damages resulting from claims or demands brought by the Merchaint against.CredlitCaill in respect of the parking payment.CreclitCall shall as soon as reasonably possible give notice to POM of any such action proceeding,claim or demand and shall riot settle or compromise any claim made by a Merchant against Cred'itCall without the prior written consent of POM which shall not be unreasonably withheld or delayed; 11. aALsjinment. POM shall not,without prior written consent of the Me,rchant, assign any portion of its interest under this Agreement arid, specifically,POM shall not assip ,ri any monies due or to become due without the prior written consent of the Mlerchant. i'. Authorization. Each party warrants to the other party that the Individuals executing this Agreement are authorized to do,so. 13, Force Maieure. If any party is prevented frorn plerforming its obligation stated in this Agreement by any event not within the reasonable control of that party,including,but riot limited to,an act of God, public enemy,or war,fire,an act or failure to act olf as government entity(except on the part of the Merchant), unavailability of materials,or actions by or against labor unions, it shall PO,M Incorporated page 4 of 6 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 Agreer-rent shall be extended by the number of clays of delay caused by the event. If the required notice is riot given by the delayed party,no time extension shall be granted. 14. 'Severa!bility. If any provision in this Agreement subsequently is determined to be invalid,illegal., or unenforceable, that determination shall, not affect the validity, legality, or enforceability of the remaining provisions stated in this Agreement unless that effect is made impossilble by the absence of the omitted provision. 15. Bins dir g_P0CUment. The Merchant and P each bind's 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. ,Jggatur _R� red., This Agreement shall be considered null and void unless signed by both qj�� POM,and the Merchant. 17. 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 Agreernent,which alone fully and completely express the parties' understanding. There are no promises or agreements, oral, or otherwise, inducing entry into this Agreement, except only as expressly in writing herein. The parties are relying only on the express, terms, conditions, and agreements set forth in this Agreement. The parties further agree that any prorniseor algreement,not expressly set forth in 0 F I C I A L REE 16"01 R D writing and signed by both par-ties,cannot be relied upon and will not be valid or enforceable. C NWI" I i ir btu RETARY IN'WITNESS WHEREOF,,the parties hereto have executed this Agreement,this-%,3, ,,Cd,3y of May,2013 WORTH,TX MERCHANT: of Fort Worth TX POM rporated 'N I Inc In twxBy.-, By: 714� Printed Name: Terry Henclefsan P r i ni t e d N a mi e,- Title: Title: Marketing Manager %0 0 0 POM Incorporated Page 5 of 6 40 ,qw 4> oz� 0 0� Coo 1 K 0000o AMsted by@ FORM AND LEGALITY.- APPROVED,AS R .. .0 ft.._ be= J# KO#,9 CRY AMY ...........f�TO'