Docusign City Council Transmittal Coversheet
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DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 Docusign City Council Transmittal Coversheet 5955 Telecheck RFP File Name Debit/CC Electronic Check Processing Purchasing Contact Karen Smith City Council Target Date 6/21/16 Granicus # Ordinance # DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (Contract 5955) June 21, 2016 THIS CONTRACT is made and entered into this day _____________________, by and between TeleCheck Services, Inc. a corporation, whose address is 14141 Southwest Freeway, Sugar Land, TX 77478, hereinafter referred to as "TeleCheck," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES TeleCheck shall provide products and/or services in accordance with this Contract, which consists of this written agreement and the following Exhibits attached hereto and incorporated herein by reference: (a) TeleCheck Verification Services Agreement and Pricing (Exhibit “A”); (b) TeleCheck Warranty Services Agreement and Pricing (Exhibit “B”); (c) RFP 5955 Supplemental Scope & Specifications of Services (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Response to Request for Supply of Debit/Credit Card and Electronic Check Processing Services Proposal dated November 13, 2015 TeleCheck. (Exhibit "F"); These documents make up the Contract, and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract Exhibits in the order in which they are listed above. These Exhibits shall be referred to collectively as “Contract Documents.” IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 TELECHECK BY: AUTHORIZED SIGNATURE Date: June 15, 2016 Alain Barbet Name: SVP/GM Title: 212-515-0205 PHONE NUMBER [email protected] EMAIL ADDRESS 2016-58850 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER 6/22/2016 BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 EXHIBIT “A” TO CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (CONTRACT 5955) TELECHECK ELECTRONIC CHECK ACCEPTANCE ®, eDeposit®, CHECKS-BY-PHONE® and INTERNET CHECK ACCEPTANCE ®VERIFICATION SERVICES AGREEMENT THIS TELECHECK ELECTRONIC CHECK ACCEPTANCE (“ECA”), eDeposit, Checks-by-Phone (“CBP”) and Internet Check Acceptance (“ICA”) Verification Services Agreement (“Agreement”) dated April ___, 2016 (“Effective Date”) is between TELECHECK SERVICES, INC. (“TeleCheck”); and the CITY OF DENTON, TEXAS (“Subscriber”). TELECHECK AND SUBSCRIBER AGREE: 1. Definitions. The following definitions apply within this Agreement: “ACH Network” means the Automated Clearing House Network, a processing and delivery system that distributes and settles electronic fund transfers. “Authorization” means the acknowledgement provided (electronically or in writing) by a Consumer for each Verification Transaction that authorizes processing the Verification Transaction as an electronic fund transfer and is required by the NACHA Rules or other applicable Legal Requirements (both as defined in Section 13.1). “CBP Authorization Receipt” is an Authorization specific to a CBP Verification Transaction that consists of the Consumer’s recorded (electronically or otherwise) verbal authorization for each CBP Verification Transaction, permitting the creation of a phone check and its conversion into an electronic fund transfer or remotely created check. “CBP Verification Transaction” is a type of Verification Transaction in which a payment authorized by a Consumer in a telephone communication initiated by Consumer with Subscriber is processed under this Agreement as an electronic fund transfer or remotely created check. “Claim” means any claim, demand, directive, suit or other proceeding, notice, damage, expense (including reasonable attorney’s fees), assessment, fine or liability of any kind. “Consumer” means a person or entity that authorizes or presents an Item as payment for a transaction. “ECA Authorization Receipt” is an Authorization specific to an ECA Verification Transaction that consists of a receipt signed (electronically or in writing) by the Consumer permitting the conversion of their check into an electronic fund transfer or remotely created check. “ECA Verification Transaction” is a type of Verification Transaction in which a payment initiated using a standard check is processed under this Agreement as an electronic fund transfer or remotely created check. “ICA Authorization Receipt” is an Authorization specific to an ICA Verification Transaction that consists of an electronic authorization provided by a Consumer via the Internet that permits processing an electronic fund transfer against the Consumer’s demand deposit account. “ICA Verification Transaction” is a type of Verification Transaction in which a payment initiated and authorized by a Consumer via the Internet is processed under this Agreement as an electronic fund transfer or remotely created check. “Item” means an outstanding financial obligation arising pursuant to a check or electronic fund transfer processed using the Services provided by TeleCheck under this Agreement. “Merchant ID” means the identification number assigned to Subscriber by TeleCheck that identifies the Subscriber and the Subscriber’s location from which a transaction is initiated for processing by TeleCheck. “Paper Verification Transaction” is a type of Verification Transaction in which a payment initiated using a paper check is processed under this Agreement as a standard paper check. “Return Item” means any Item that is dishonored, returned, reversed, charged back or otherwise unpaid by a Consumer’s financial institution upon presentment for payment, regardless of the reason or timing. “Return Item Fee” means the fee or exemplary damages assessed on a Return Item in the maximum amount allowed by applicable Legal Requirements. “Subscriber’s Account” means a demand deposit account maintained by Subscriber at a US financial institution that Subscriber opens in connection with the Services. “Subscriber Returned Payment” means any financial obligation owed by Subscriber pursuant to this Agreement which is not paid by Subscriber’s financial institution. “TeleCheck Approval Code” means the indicator transmitted by TeleCheck to Subscriber notifying Subscriber that TeleCheck has performed risk analysis on the Item and that there is reasonably low risk that the Item will become a Return Item. “Verification Maximum” means the total dollar amount permitted per Verification Transaction (which may be designated by specific product/service) as set forth on the Fee Schedule. “Verification Transaction” means a contemporaneous payment transaction initiated by a Consumer between Subscriber and the Consumer that is processed using the risk analysis and settlement services provided under this Agreement. Verification Services. TeleCheck will provide Subscriber with (i) coded information to assist it in determining whether to accept an Item; and (ii) processing services (collectively, the “Verification Services”); all as specifically set forth in this Agreement. THE VERIFICATION SERVICES ARE NOT CHECK WARRANTY SERVICES. TELECHECK’S ISSUANCE OF A TELECHECK APPROVAL CODE OR ACCEPTANCE OF AN ITEM FOR PROCESSING IS NOT A REPRESENTATION OR WARRANTY BY TELECHECK THAT THE ITEM WILL NOT BECOME A RETURN ITEM. TELECHECK HAS SOLE DISCRETION TO DETERMINE WHETHER OR NOT TO ISSUE A TELECHECK APPROVAL CODE; AND MAY REFUSE TO PROCESS ANY VERIFICATION TRANSACTION SUBMITTED BY SUBSCRIBER UNDER THIS AGREEMENT. SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR THE DECISION WHETHER TO ACCEPT OR REJECT ANY ITEM AS PAYMENT FOR ITS PRODUCTS OR SERVICES. SUBSCRIBER ASSUMES ALL RISKS THAT ANY OR ALL ITEMS IT ACCEPTS AS PAYMENT AND THAT WERE PROCESSED USING THE VERIFICATION SERVICES MAY BECOME RETURN ITEMS, WHETHER OR NOT TELECHECK PROVIDED SUBSCRIBER WITH A TELECHECK APPROVAL CODE. 1 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELECHECK WILL HAVE NO LIABILITY TO SUBSCRIBER FOR RETURN ITEMS OR IN CONNECTION WITH CONSUMERS; AND SUBSCRIBER WILL BE SOLELY LIABLE FOR ANY LOSSES RELATED TO RETURN ITEMS. Subscriber is not authorized to use the Verification Services in connection with any transaction conducted, in whole or in part, over