HomeMy WebLinkAboutContract 28344�TATE OF TEXAS §
COLII�TY OF TARRAI�T §
�ERVICE AGREElYIE1�iT
�I�Y ����iA�Y� � ]
�:C;�fV`�'�A�� I� . Q .__ ��j�"I
This Service Agreement is made and entered inta this �17� � day of
., 2p03, by and betw een the City of Fort Worth, a home rule municipal
co aration situated in Tarrant and Denton Counties, Texas (hereinaft�r re�erred to as the
"CIT�"), Flash Cash Services, Inc., daing business as State, Metropolitan & Cou�ty
Services, (hereinafter referred to as "SMCS"), a Texas Corporation, and Accelerated
Card Company, Ine. a Texas carporation (hereinafter referred to as "SERVICE
PRQVIDER")
In consideration of the mutual understandings herein contained, SMCS, SERVICE
PROVIDER, and the CI'I'Y agree as foljows:
1. TERIVIS
The following terms in this Agreement will ha�ve the foIlowing meanings:
A,
:
C�
�
E.
F
C�
"Card" or "Credit Card" means an unexpired and valid credit or
debit/ATM transac�ion card bearing the service marks of VISA or
MasterCard, or other ser�ice marks mutually agreed upon by SMCS,
SERVICE PROVIDER and the CiI'Y.
"Bankcard" means a Card or Credit Card bearing the seYvice marks of
Visa U.S.A. Incorparated ("Visa") and MasterCard International
Incorporated {MasterCard°') trademarks,
"Nan-Bankcard" means a Card or Credit Card that has been mutually
agreed upon Far payment acceptance by SMCS, SERVICE PROVIDER,
and CITY, bearing the service marks of Card issuers other than VISA or
MasterCard. Acceptance of Non-Bankcards is subject to the rules and
regulations af the issuing associations (e.g. American Express, Discover}.
"Cardholder" means the person whose name is embossed on the Card,
whase name also appears, signed on the reverse side and has the exact
same birth date as on the citation being paid.
"Charge Sac�C" means a transaction in which the Cardholder or the Card
issuer questions or disputes the validity of a transaction posted to a
Cardholder's account.
"Convenience Fee" means the fee charged to the Cardholder for fine,
warrant fee and caurt costs payrnents made through the Tnterach�e Voice
Processor System.
"Fine, warrant fees and court costs and convenience fee," means the full
amount charges by the C�'I'Y for the citation pa�ments. made by a
Cardhalder using the Interacti�e Voice Response Processor .�v,,st�rn
�
I�
H. "CITY'S Commercial Account" means �the City's designated business
deposit account{s) maintained at Ban� One, utilized for the transfer of
funds, fee assessm�nts, �Charge Backs, and other purposes described and
pernaitted under the terms and conditions of this Agreemeni.
�. "Payna.ents" means Card transactions that are processed on the Interacrive
Voice Respo�se Processar System {NR System) in which all fines, fees,
courts costs, and convenience fees ar otber obligations ar� paid in fu11 by
author:izing and processin� tran�actions again Caxdholder Cards.
J. Sales Drafts ("Sales Slips"} or Credit Drafts or vouchers ("Credit S1ips"}
means the Card tran.sactzon forms conforming to the mutually approved
Ca7rd Issuers' requiremenfs as supplied by �ERVICE PROVIDER,
SERVICE PROVIDER'S subcon�ractars ox CZTY appraved vendors for
the purpase of completing Card salas or refunds to be charged or credited
to the accaunt of a Cardhalder when praperly presented as payment by the
Cardholder pursu�nt to the terms h�reof.
K. "SMCS' NR System" means State, Metropoliian & Caunty S�rvices
Infieractiv� Voice Response Processor system defined, described, and
governed herein.
L. "Phone Order" means a Card transaction in which Cardholders pay
obligations to CITY and SMCS' convez�ience fee far using SMCS' NR
Sysiem by au�orizing charges to their Cards without being pex�sonaliy
present at a CITY location during the processing of the Cards sale
iransactaan. �MCS' Interactiva �oice Response System transactions as
considered phone order transaction_ by the various Card _associations,
networks and issuers, and are subj ect to applicable rules and regulations.
M. "SERVICE PROVIDER" is identified as Accelerated Card Company,
Inc., a registered Independent Sales Organization for Visa and Member
Services Pravider with MasterCard engaged in the business of prov%din.g
d�signated electronic payment services to the community through various
banking organizations and other third parties engaged in the business of
txansacnon processing authorization and settlement.
2. TERM OF AGREEMENT
The term af this Agreemen# shall be for a primary terrn of thr�e (3} years,
cornm�ncing on the date the Agreement is signed by all the parties.
In addition to the primaxy tern�, this can�ract may be renewed by the City, at its
discretian, for up to two (2} additional successive one (1) year renewal ternas on the same
terms and conditions as this agreement, exeept as may be modified by mutual agreement
of the parties, by the g;iving of writ�en notice to SMCS and SERVTCE PROVIDER nat
Iater ihan ninety (90) days befare the end of the prirnary or extended term.
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3. TERMINATION
Except as set out in Sectzon 2 above, termination of'khis Agreement without cause
may be by either party with thirty (30) days written notice. The termina�on notice s�all
he considered delivered when postmarked and placed in the United States Postal Services
for deli�rery to the other party. Upon terminati.an, the parties shali be released from a�i
contractua.l obligations to th� other parties, except tbat the following obligations shal�
remain in effect afterr termi.nation:
a. Tertns abligations relating to the 5oftware License and Non Disclosure;
b. Tndemnification as specified in Section 10 of this Agreement;
c. Card related liahilities and obligations o� eith�r party, pursuant to the rules
and regulatians of th� various card associations, netwar�Cs and issuexs,
includ'u�g but not limited to, the right of the SERVICE PROVIDER to
coniinue charg�ing valid Charge Backs to CITY and SMCS for the term
and to the extent prov'ided for in such rules and regulations and this
Agreement; and
d. Payments due and owing ihe CITY on any outstanding accounts.
4. SCOPE OF AGREEMENT
For the purpase of this Ag;reement and upon execution of the Agreemez�t by
SMCS, SERVICE PROVIDER, and the CITY, all Municipal Court Card traa�aciions,
other than Municipal Court on-site caard trransactions at any CITY'S Municipal Court
facility, will be presumed �o have been generated via SMCS' NR System.
A. T�3E OBLIGAT'IQNS OF SMCS:
1. To supply and install its "Interactive Voice Response Pxocessor System"
("SMCS IVR System"), all equipment and sofiware as described in the
SMCS System Pxoposal (Aitached as Exhibit A) and "Attachment to Fort
Worth Proposal" (Attached as E�hi�it B). Camponents of the system shall
ba installed 'm the designated officas of CITY for #he purpose of accepting
Vc'�,C1DU5 "Credit Cards'° as agread to by �he parties as a means of collecting
fines, fees, court costs and convenienc� fe� payment in full.
2. To pravide all braaning and documentation as described in the SMCS
System Propasal to the CITY.
3. To verify that the name and birth date af tha Cardholder matches the name
and birth date an the account being paid. SMCS agrees not to process any
Card,� sales if the narne and birth da�e of the Cardholder do�s not match
the acconnt being paid.
4. To process anly payments made in full. No partial payment of fines, cou.rt
costs, fees and convenience fees will be processed.
S. To pa,y all cosis o�implementing and maintaining.SMCS' NR System;
6. To pay any and all pf SERVICE PROVIDER'S fees in performing this
Agreement.
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7. To obtain processing services that include elec�rariic authorizaiian of card
payment transactions, electronic capture and settlernent and data
identifying such transactians through SERVICE PROVIDER fvr
transactions �ER�'TCE PROVIDER has r�ceived from SMCS' IVR
System as payments.
8. To upda�e the CITY'S Computer system in real time.
9. SMCS will not begin processing aa�y Card sales until the en�ixe system has
been tested and the CITY in its sole opinian and discretion is satisfied
wi�h the xesults.
10. To post the amount of assessed fines, fees, and courts costs paid by th�
Cardholder to the CZTY'S Commercial Account.
l.l. �MCS shall transfer the resulting funds, via eleci�onic settlement, to the
CITY' S Cornmercial Account(s} wit�in (2j banking days from the date the
t�ansaction xs recorded. For pur}�oses of this Agreement, "Banki.ng Day"
shall mean any day that banlcs are open in Fort Worth, Texas, except
weekends.
12. To submit payments processed ta SERVICE PROVIDER'S Settlement
system on a daily basis.
13. To be r�spansible for the storage and retrieval of alI Ca�rds sales processed
via the NR System far a minimurn of Thirty-six (36) months from the
transaction date.
14. To electronically transrnit to SERVICE PROVIDER'S designated
processing center all Card Sales and refund transact�ons in real time, as the
approved bransactions occux. _ _ __ __ _
15 � Ta balance and reconcile each day's Electronically captured transactions
against the host computer at the SERVICE PROVIDER'S designated
processing center, on a daily basis and, when necessaay, cause all
appropriate adjustrnents ta be rnada, correcting all erroneously captured
transaetions on the same day that the baich is reconciled, and nev�r Iater
than the business day following the transaction date.
16. In the �vent of a reversed ar rej ected credit card transaction, (Charge
Back} SMCS agrees to accept full financial responsibility for the assessed
convenience fee and any service fees associated with the Charge Back,
excluding the CITY'S Commercial Accaunt bank fees, for any reasan
c�eemed by the �ERVICE PROVIDER to be valid and in full compliance
with Ca�rd associatian's networks and issuer's Charge Back rules and
regulatians.
17. To give the CITY final approval vf the script used in SMCS' TVR Sys#em.
In the event that CTTY takes more than ten {10} business days to approve
the script used iii SMC�' IVR Syste�n, S1V�CS' time to begin processing
Caxd Payments vctill b� �xt�ndad by the number of days CITY �akes to
give scripi approval. Any changes to �he �o script that are requestad by the
C1TY in writing sha11 be completed hy SMCS vvithin five (5) business
days.
18. �MC� will have thirty (34} days io ins�all SMCS' NR Syste� ant� begin
processing Card payments once the CITY'S site is available. If �MCS
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does not begin processing Card payments wif.�in thirty (30} days frorn th�
date of site availability, the CITY has the option to ixnmecliately �ermin.ate
this agreement by givi�g notic� in writing to SMG�.
19. SMCS agrees to comply with the following term and condition with
respect to ihe elecironic authorizatian, capture, and settlement services of
the SERVICE PROVIDER:
a) SMCS agrees to observe a zero dollar ($0) floor limit,
requu�g SMCS' IVR System �o obtain an authorizaizon
code on every transaction.
20. To proc�uce, upon requast of the CI'�`Y, for a periad of thirty-six (3b)
months form the date of each transactian, legi�ble copi�s of SMCS NR
System Card Sales.
21. To produce daily, monthlq, and yearly iransactian suixa.mary reports vvkuch
5ha11 be provided to the CITY by facsimil� or internet mailing on a daily,
monthly and annual basis, as applicable and as detarmined by the CITY.
22. No discount fees or ck�arges will be assessed to the C�TY.
23. Ta pracess all credit cards �ougb Service Provider.
� The cuxrent Cominercial Account for SMCS is:
Wells Fargo Bank Texas, N.A.
Accaunt No. 3912243b43
ABA No. 11940659
B. T� osLrGA�rroNs oF SEKVICE PROVIDER:
1. Provide financial transaetion pracessin� through its banking organizatian or
ather third parties engaged in �he business o�' financi�f transaction processing,
includixzg but not limited to electronic draft capture and transactian processing
for cardholder creditt ca�rd purchases utilizing Visa U.S.A. Incoxporated
{"Visa") and MasterCard Intemational Incorporated ("MasterCard").
2. To sett�e the CITY'S Card transactions ta the appropriate Card associations,
networks and issuexs.
3. To charge SMCS for incoming Charge Backs that are valid and prope� by any
of th� Card association netwarks, issuers or any other appropriate agency.
4. To proce�s all valid Card transac�ons that are received via SMCS' NR
5ystem and transfer the resulting funds, via electxoni.c settlement, to SMC�'
designated Commercial Account(s) within two (2} business days. The
})Ll51T1f:55 day is defined as 4:00 AM ta 4:Q0 AM CST the next day. The
set�l.ement process of credit card �ransactions beg�ns at �.'QO AM CST for the
previaus days tran�actians. Funds wi11 be made #o the depasitary account
within forty�eight {48) hours of 4:00 ANi CST, excluding weekends and non-
banking U.S. go�ernment holidays.
5. To list on the cardholder� billing statement, the F]NE and C�NVENIENCE
FEE. Th�y shall be shown an the same line itern.
FWMC FINE + FWIVIC CONV FEE
5. To charge SMCS for any fees resulting from SMCS'S NR System and
any other :fees related to the pxocessing of the CTTY'S transactions.
6. To charge SMCS for the any fees on val�d charge backs.
C. OBI.IGATIQNS OF THE CITY:
l. To provide a site �or the insiallation of SMCS' system, to include
sufficien# electrical capacity, pravisions for the capability to connect a
m;nimum of tt�velve (12} incoming phane Iines, one Eihemet line �or
SMCS use as a dedicated network link to Court's computer, all necessary
saflware, and on� link to CTTY internet provider far SMCS' access to
Credit Card Mexchant SERVICE �ROVIDER.
2. To invoice SMCS the costs of the phone iines used in SMCS' NR System
and ihe costs of any CYTY provided software, which is required by SMCS
to perfartn its obligations under this Agre�ment.
3. To be respansible for a11 prornotion and advertising of the credit eard
payment prograrn. T�e CITY in its sole discretian shall. detern�ine the
nature and extent af such promatian ax�d advertising.
4. In order to facilitate the transfer of payment, debits and credits between
the parties to this Agreement, CTTY will establish and maantain a
Cornmercial Account with a financial institution and request SMC� to
transfer fiinds to such desig�ated Commercial Account, relative to this
Agreement, via lntraBank or Automated C�earing House ("ACH") fund
transfers.. CITY rnay change Banks any_ time with writt�n notice.
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The curren� Commercial Accaunt for the CITY is:
Bank One �
Accou�t Na. 188377383$
ABA No. 111400514
5. In t1�e event of a reversed ar rejected credit card transaction, (Chax'ge
Back), CITY agrees to accept full financial responsibility for the assessed
fine, fee, court costs, and any service fees associated with the Charge
Back, excluding SMCS' cQnvenience fees and bank fees, far any reasan
deemed by the SERVICE PROVIDER to be valid and in fuil compliance
with Card association's networks and issuer's Charge Back rules and
regula�ions.
6, CITY agrees to comply with tbe following terms and condit�ons with
respect ta the electronic autho�izat�on, capture, and settl�merxt services of
SMCS and SERVICE PROVIDER:
a) CITY agrees io observe a zero dollar ($0) floor limit,
requiring ,SMCS' NR Syst�rn to obtain an authorization
code on every transaction.
b) No check or other �ransfer r�vill be negotiated agains# funds
until the cfay that credit is posted to City's Cammercial
Account. SMCS shall transfer the resufting funds, via
electronic settlement, to the CTTY Account(s) wifihin two
(2) banking d.ays of the date the iransaction is recorded.
,�
For purpo�e af the Agre�ment, "Banking Day" shal� mean
any day that baxiks are open in Fort Worth, Texas, except
weel�ends.
7. Na discaunt fees or c�arg�s will be as�essed to the CITY.
8. CITY shall accept mut�zally approved Car�s in accordance with
requr�ements approved by CITY, SMC� and SERVICE PROVIDER and
consistent with the Card associahons, netwarks and issuer's rules and
regulations.
9. CTTY will not establish minimum or maximum transactian amounts as a
conditian for honoring cards.
�. C05T5 AND PAYMENTS
A. SMCS shall install and maintain th� Interactive Vaice Processor 5ystem,
at no cost to the CITY, at a site designated by the CITY,
B. CYTY is aut�orized ta eharge a Cardhvlder the arnount of the assessed
fine, fec and caurt cos#s for a citation and a"conveni�nce �'ee" far a Cardhalder's
usage of SMCS' NR System in the payment o� a�n�. The "eonvenience fee"
will adhe�re strictly to all current and future ntles an�. regulatians of the Card
associatians, net�orks, and issuers. The canvenience fee shall be shown as a
separate charge on the cardholder's billing siatement.
C. The amount of the convenience fee, as agreed upon by SMCS and CITY,
will be $8.95 per each non-parlcing citation fransaction. The amount of the
cvnvenience fee, as agreed upon by SMC� and CTTY, will be $2.95 per each
parking citation transaction. If SMCS praposes a char�ge in the current
canvenienca fee charged, SMCS shall make its r�cammendation �U days be�'ore
�he proposed change, but no change to ihe amount of the convenience fee charged
to the Cardhalders will be made without th� final written approval of the CITY.
6. NO CASH REFUNDS
Unless required by law or judicial order, no cash refund wi11 be given on any
transaciion or�ginally charged to a Card. If a Cardholder asserts she ar he has not
authorized a SMCS TVR System Paymen# Card Sa1e or otherwise denies that
validity of the Card sale, such Card sale shalI be sub�ect �o Gharge Back pursuant
to this Agreement.
7. � T�DF�PENDENT CONTRACTOR
The doctrine of respondeat superior sha11 not agplq as between the SMCS,
SERVICE PROVIDER and the CITY and nathing contained in this Agreement
shall be deemed to constitute CTTY, SERVICE PROVIDER, and SMCS as
partners or join� venturers with each other, nor shall t�e SERVZCE PRO�IDER or
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SMC� be considered an agent, repr�sentative, or employee of the CITY. SMC5
and th� SERVTCE PROVIDER shall have the exclusive coniral of and the right to
canfiarol i#s �mployees and the defails af its operation on the Premises and shall be
solely responsible far the acts and omissi.ans of its officers, agents, employees,
contrac�ors and subcontractors.
8. RECORDS AND AUDiT
SMCS and the SERVICE PROVIDER shall:
1. Keep complete and accurate records �'oz' the se�vzces p�rformed pursuant to
this Agreement and any records required by Iaw or gavernm�nt regulation
for thitriy-six {36) months after each transaction and �`ar such period o�'
tune as may be required by applicable Card associatians, netwox�s, and
issuers;
2. Make all records avai�able for audit to the CITY at SMCS' or �ERVICE
PR�VIDER' S location upon written request a� the CITY.
3. Prepare and foxvvard such additional or sup�lemental reco:rds as CZTY may
reasonably request.
4. Assure the confidentiality of any recards that are required by law ta bc
ma,intained.
9. RISK OF LOSS
CITY will be responsihle for damage to SMCS equipment on CITY'S premises
due the CITY'S sole negligence, except fox loss or damage incurred during shipping or
caused in the proaess of installation or any maintenance.
10. SOFTWARE LICENSE
A. General
SMCS hereby grants to the CITY a non-transferable, non-exclusive license to use
a11 software pravided with the System, as well as any additions andlor supplements
thereto, solely in the conduct of the business of CiTY on thc specific cvmputer or
computers provided by SMCS. The faregoing shall not be consirued to preclude ihe
CITY from uszng the soflware or a backup copy of �he software on a no� specified or
SMCS provided computer temporarily in the event o� disaster other or other extenuation
circumstances. CTTY shall notify SMCS in wjriting of such use and CITY shall be
responsible for removing all sof�uare and proprietary information frorn such temporary
equipment within two (2} weeks of the conclusion of its use. �f �Ue CITY vvishes to use
the Licensed Software in other limited situations, such as setting up a�esf system, the
CITY must first obtain expr�ss writ��n cons�nt frorn SMCS. T`he consent of SMCS shall
nofi be unreasonably withl�eld.
Licensed Soflware will be provided by SMCS to the CITY pursuant to the terms
of this Agreement in machine-readable code. The CITY acl�owledges that by virtue of
this Lic�nse, the CITY acquires only the right to use the ariginal Licensed Softwaxe and
any pezxnitted duplicate copies, and does not acquire any rights of the ownership in the
Licensed Soflware, which shall rerna:in �xclusively wiih S1�iiCS. The fertn of License
shall commence upon d�livery of the fixst module of Licensed Softv�are and shall remain
in force through the term of this Agreemen.i as long as the CITY or SMCS is not
determined by a court of comp�tant jurisdiction to be in breach of the Agreemeni.
A.II customized programming on SMCS' NR System per£onned by SMCS staff,
to customize menus and to interface to the CITY'� computer pracessor, except for any
programming, including, but not limited to, the Script, remains �the property of SMCS.
The CITY is granted a�.on-e�ciusive royalty free Iicense ta use one copy of this
progra�nn.(s).
B. Ownership af Data
SMCS acla�owledges thai the CITY retax.n.s ownership and rights of ownership to
all data and assaciated transaction records entered into the database or created by the
System and ta a11 data and information, files created by �MCS in the performance af this
Agreement are awned by the CITY.
11. NON�DISCLOSURE
To the extent p�rmitted by law, each pariy expressly covenants and agrees that it
will not, at any time c�uring or for one year ai��r the terrninaiion of this Agreement for
whatever reason, reveal or rnak� known to any person, fzrm or corporation any
canfidential information disclosed to it by the other, relating to the busin.ess plans,
product research and dt;velopment plans, customer relationships, supplier relatiansYtips,
prajec� and sales oppoxtuniiies, praposal or bid strategies, corporate strategies ar any
information which has been marked "Co�fidential" by ihe disclosin.g patiy, including, but
not limited to, all information relating to SMCS' IVR system and clients, the CITY'S
system and clients, and the SERV�TCE PROVIDER'S system and clients.
SMCS and SERVICE PRQVIDER and any agents, emp�ayees, servants or
permitted subcon�ractors of SMCS or SERVICE PR4VIDER shall make no use of the
infomaation supplied by #he City or a Ca�rdhalder hereunder axcept for the purpose of
providing setvices pursuant to this Contract. SIUICS a�ad SERVICE PROVIDER or any
agents, employees, se:r'vants or pErmitted subcontractors of SMCS or SERVICE
PROVIDER further shall not sell, trans�er, assign or otherwise rxiake available to any
ofiher party, whether for consideratia� ax for no consideration, t�ie information supplied
by �e City or a Cardholder hereunder without the express priar written consent of the
City.
Notwithstanding the fact that confidential information �x�.ay be disclosed, it is
understood and agreed ihat all such information shall remain the prope� of the
disclosin.g pariy and no use shall be made of such information except as is required by the
terms of the business relationship between the paz`ties in accordance wiih the instructions,
and ihe consent of, tlie disclosing party.
Neither party shall copy, phatagraph, or photocopy or in any other mar�er
reproduce ar cause reproductian to be made of any plaris, specifications, formulae,
instruciions or any other docuinent or informa#ion furni.shed to it without th� express
written peimission of the otlaer party. Neither party will disclose any verbal confideniial
information that may he coznmunicated to it. Tmmediately upon term�inati.on, o�r the
request of eitl�er party, each party sha11 return ta the othe� all plans, equipment,
specifications, formulae, instructions and any other dacum�nts ar information delivered
or communicated ta it by the other pariy.
SMCS and SERVICE PROVIDER agr�e not to use the names and addresses of
the Cardholder �or profit ar to sell the names and addresses oi the Cardholders who use
SMCS' IVR System to rnake payments to the CITY puxsuant ta tlus Agreernent.
Notwithstanding anytl�ing contrary herein set forth or implied, the abligations of
nan-use and maintenance of confidentiality sha11 not apply to any infarmation:
a) Which, at the time of disclosure, is part ofthe public domain; or
b) Which, at thc tim� of disclosure, is already l�awn to the recipient ihearea�'
ar its employees; o�'
c) Which, subsequen# to the time of disclosure, becomes part of ihe public
domain by r�ason of authorized publications; or
d) Which, at the time oF disclosure, is required or reques�ed by any
governmental agency or representative thereof or pursuant to Iegal
process; ar
e} Which is subject ta public disclosure by virtue of the Texas Open Records
Act.
10. iNDEMNIFICATION
SMCS COVENANTS �ND AGREE5 TO AND DO�S HEREBY 1NDEMNI�Y� HOLD
AARML�SS AND DEFEND, AT ITS OWiY �XPENSE, CITY, ITS O�`FIC�RS, SERVANTS AND
�MPLOYEES, FROM AND AGAINST ANY AND ALL CLAIM3 OR SUITS �OR PR���RTY LOSS
OR DAMAGE ANDIOR P�RSONAL INJURY� INCLUDING DEATH, TO ANY A1VD ALL PERSONS�
OF WHAT50EVER KLND OR CHARACTER� WHETHER REAL OR ASSERTED, ARiSING OUT OF
'I'HE WORK AND SERVICES TO BE PERF�RMED FIEREUNDER BY SMCSa ITS OFFICERS�
AG�I�ITS, EMPLOYEES, SUBCONTR�iC�'ORSa OR INVITEES, WIIETHER �R NOT CAUS�+D, IN
WAOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF TH� O�'�`IC�RS, S�RVANTS,
EMPLOYEES, OF TH� CITY; SIVICS LIKEWISE COVENANTS ANb AGREES TO� AND DOES
HEREBY� INDEMNTFY AND HO�.A �IA�MTaESS CITY k'ROM AND AGAINST ANY AND ALL
INJURIE�� DAMAG�� LOSS OR DESTRUCTTON TO �*ROkERTY OF C�TY DURING THE
PERFORMANCE OF ANY OF THE TERM.S AND CONDITYONS OF'iHIS CONTRACT� WH��'C�1�R
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ARISING OUT OF IN WHO�E OR IN PART, ANY AND ALL ALL�GED ACTS OR
I�MIS$IONS OF QFFICERS, OR EMPI..OY��S Ok' CITY.
SMCS agrees to indemnify and hold SERVICE PRDVTDBR, its governi.ng body
and members, directors, officers, employees and agents harmless fram and against any
and a]1 liability, d�mands, claims, actions, losses, interest� CpS� O� [�E�E113�� and expenses
{including reasona�ale attornay's fees) which arise out of its acts oar omissions in
connection with this Agreement, except %r the negli�ence or willful misconduct of the
SERVICE PROVIDER.
SERVICE PROVTDER agrees to indemnify and hold SMCS and the CITY, its
governing bady and �nembers, directors, officers, employees and agents haramless £rom
ar�d against any and all liability, demands, clairns, actions, losses, interest, cast of
defense, and expenses (inciudiug �easonabl� attorney's f�es) which arise out of its acts or
omissions in connection with thi.s Agxeement, except for the negligence or willfitl
miscanduct of SMCS or the sole negligence of the CITY.
11. TH�RD P.ARTY BENEFICIARIES
Notwifhstat�ding mutual recognition that use of SMC�' NR System under this
Agreement may provide some aid or assistance to members of the City's population, it is
not the intention of SMCS, SERVICE PRQVIDER, or th� CTTY that third parties
including such individuals occupy the positzon of intended third party beneficiaries of the
obligations assumed by either party to this Agreement.
1�. CHARGE ON CARD HOLDER'S �'I'ATEMENT
SMCS, SERVICE PROVIDER, and the CITY agree the charge descripYzon on the
Cardholder's statement shall be FtiV MiTNI COURT FINE on ane charge line and ihe
GONV. FEE on a se�arate c�axge line.
13. NOTICES
I. Mailing of No�ices
�,l.l notices, r�qu�st, demands and other communicatians under this Agreement
which are required ta be in writ�ng shall be deemed as having been duly given on the date
of service, if �erved personally on the party fo whom no�ce is to be given, ar on the date
of mailing, if mailed to the party to whom notice is to be given, by �'irst class mail,
registered or certified pastage prepaid, and proparly addres�ed as follaws:
SMCS: Flash Cash Services, Inc
D/b/a Stat�, Metropolitan & County Services
3939 Green Oaks Blvd. West, Suiie XOI
Arlington, Texas 76016
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CITY: D�rector ofMunicipal Cawrt
City ofFort Worth Municipal Caurt
100Q Throckrnorton Street
Fort Woxth, Texas 76102
SERVICE
PROVIDER: Accelerated Card Company, Inc.
137A�0 Midway Road, �uite 702
Dallas, Texas, 752A�4
2. Change af Address
Either Farty �nay change the address at which notic�; is given and receivEd by
gzving ten (10) days p�or �rritten i�aiice of such change to the parties.
].4. BOND
SMCS sha11 provide City a per£onnance bond or Trrevocable Standby Letter of
Credit guaxanteeing contractor's performance of the �erms and canditions of this contgact.
The bond ar l�tter of cradit shall be in the amount of Fifty Thousand Dollars {$50,000).
A letter o� credit sha1X be an irrevocable 1ett�r af credit issued by FDIC insured banking
institution �+ith a deb� xating of 1A c�r higher, A or higher_ by Sfandard and Poor's ar.
higher by Moody's Invesfors or a comparable rating by another rating system acceptable
io the CT'TY. A' corporate surety authorized t�o do Uusiness in Ehe siate of Texas and
oth�rwise acceptable to the CITY shall ex�cut� �he bond. The %rm of the bond or the
ixrevocab�e lettex of credit is tha.t shawn as `Attachment A' her�eto.
1�. GENER�I.L
1. This Agreement {including all Addenda, Schedules, Attachm�nts and Exhitiiis
attached hereto) is the final, entire, and complete Agreement between SMCS,
SERVTCE PRQVIDER, and th�; CTTY a�d supersedes any prior and
conternpvran�ous negotiations, unders�andings, representations, and agreements.
The terms and provisions o£ this Agreement may not be waived or amended
except by a written agreement between the parties.
2. Sbould any pxovisians of �he Agreement or any amendment be held by any court
to be unenforceable, such defect shall not affect the remainder of the Agreement,
which shall remain in full force and effect.
3. Any failure by either party to this Agreemeni, at any time, to req-uire strici
compliance wiih this Agreement shall not waive or diminish any right of sai.d
party to demand strict com�liance. Na �uvaiver of any default by either party sha11
- waive or a�%ct any other default by said party.
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�. In the event of any dispute in connection with this Agre�rn�nt, including all
addenda, amendments, revisions and periodic disclosures, the prevailing party
shall be entitled to recover costs of suit, including xeasonable attorney's fees.
S. Accelerated Card Company, Inc. is a provider of various Caxd related products
and services processing all Credi� Card transactions.
6. SMCS agre�s that, during the use of the Paremi�es, SIVICS will not suhj ect anyane
to discrimination in any way because of the persan's rac�, color, s�xual
orientation, natianal origin, ag�, ar handicap.
7. Tl�is Agreement eannot be modified or amended without the written cansent of all
the parties and attached and made a part of this Agreement.
8. This Agreernen� shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, Iegal representatives,
successars a�d their assigns, excep� as otherwise provided in fi.�is Agreement.
9. SMCS and SERVICE PROVIDER agree that if it is a charitable organization,
corpoxati.ons, eniity or individual enterprise having, claiming ox ent�tled to any
immunity, exemption (statutory or otherwise} or limitation from and against
liability far damage or injury to proper�y or persans under the provisions of tha
Charitable Immunity and Liability Act of 1987, G.P. R.C., § 84.041. et seq., or
-
other applicable law, that Licensee hereby express�y waives its right to assart or
plead defensively any such immunit� or lirnitation of liability as against Ci�y.
1.0, This Agresment shall be consirued in accordance witi� the laws af the State of
Texas. Exclusi�re venue for any lawsuits or actions of law or in equity arising
hereunder s�all be in the state couxts located in Tarrant County, Texas or the
United States District Caurt for the Narthem Districi of Texas, FQit Wpii�]
Division.
11. In performing S�li�1C�5 hereunc�er, SMCS and SERVICE PROVIDER shall
carnply at all times with all fec�eral, siate, and Iocal 1aws, regula�ion� and
ordinances and policies of tk�e CITY. SMCS and SERVICE PROVIDER shall
inder�uu�y and hnld harmless the City against any claim, arising from the
violation of such 1aws, ordinances, and regulations whether by the SMCS or its
agents, subcontractors, officers, directors, owners or employees in accardance
with this Agreement. SMC� and SERVICE PROVIDER shall abtain, at its
exp�nse, any necassary permits from any governmental authority for the
pexformance ofthe services hereunder.
�2. Any assignment, transfer or attempted tran.sfer or assignrnent of this agreement to
any other person, firm, or entity shall be vaid unless the CITY previously
approved such assignment or transfer. Upon reassignment, the new person, firm,
L�j
ar entity shall assume all rights, duties, and obligations possessed by SMC� AND
SERVZCE PRQVIDER under this Agreement.
IN WYTNESS WHEREOF, the parties have signed and entered as the da�e fzrst
mentianed ahave.
AT E�T:
,
� .
� '4��.1 0_�.�r-`
Gity �ecreta� ,
�
Approved as to farm and legality;
David Yeti, City Attorney
By; LIG�-+- - ���� �-.-
Assistant Gri Attorney
CTTY
:�
����- _
C�nt�act Autharix��io�
����-
IRT WORTH
�
. -
ity Manager
FLASH CASH SERVICES, INC.,
doing b�siness as STATE METROPOLITAl�i & COUNTY SERVICES
BY�—�y.� `�X_ �f �C.e C����/ �
�D
C C MPANY, INC.
��! , �'�
STATE OF TEXAS
C OUNTY OF TARRANT
BEFORE ME, ihe undersigned authority, a Notary Public in and for the �tate of
Texas, an ihis day p�rsonally appeared ��; ,t�,�3y /��i1/ , Assistant City
Manager, know to rne to be the person whos� name is subscribe to the foregaing
instrument, and acknowledged to me t�at Yhe same was the act of the City of Fort VSTarth
and that he executed the same as the act of the said City of Fort Worth for the puiposes
and consideration therein expressed and in the capacity therein stated. _
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C���'� �
�„ �
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ���
day of , 2003.
ti�Y �� ROSELLA BA�NES
a° � ��c� NOTARY PUBI.IC � �����
�,���y 5tate oi i'exas
����c�' Comm. �xp. Q3-3i-2005 � NotaryPublic in and for the State ofTexas
..M -lV ii i� �i"��N ' � i ' li �
l�, n� �n , 11 i� n1 i, , 1� �
STATE OF TEXA.S
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a otary hlic in a for the �tate of
T�xas, an this day personally appeared [ autharized
representative for Fiash Cash Services, Inc., doing business as 't te Metrapolitan &
Caunty Services, knaw to me to be the person whosa narne i� su�scribe to the foregoing
instrument, and acknowledged to me that the same was ihe act of the Flash Cash
Services, Inc., doiu� business as State Metrnpolitan & County Services and that h�
executed t.�e same as the act of the sazd Flash Cash �Services, �ne., daing business as
Sta�e Metropolitan & County Services for fhe purposes and consideration therein
expressed and in the capacity therein s�ated.
TVEN UNDER MY HAND AND SEAL OF OFFICE, this the ��,�Q
da� of _,,,..�„ � , 2003.
CCRO�CA}� E. SWEE�
cai�M+ss�an� Ex����s
�lPRIL 15, L0�4
� STATE OF TEXAS
COUNTY OF TARRANT
�� -
Notary Pub�ic in an� for th� State o�Texas
BEFORE ME, the undersigned au ', a Notar�tblic in � for the Stata of
Texas, on this day personally appeared ���� �,�/ , authorized
representafiive for Accelerated Card Company, Inc, known to me to be tl�e persox�
whose name is subscribe to the foregoing instru.ment, and acknawledged to me that the
same was the act of the Accelerated Card Company, Inc. and that he executed the same
as the act of the said Aceelerated Card Company, Inc. for th� purpases and
consideration therein expressed and in the capacity therein stafed.
�
GNEN UNDER MY HAND AND SEAL OF OFFTCE, this the �,����
day af��� �C��-����� , 2003.
_��+, ��'�'�''`'� . MICHA�L C,!l�IEILY .• I ,• �
�
_ �«�
-r � PhY COMMISSION IXPIAES
_ � t: August 19� 2�05
;i�,ti'�� :
���,�� � �,�: �.�.����������C � .
Notary Puhlic in and far the State o� Te�as
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