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HomeMy WebLinkAbout124-18 RESOLUTION113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Resolution: 124-18 File Number: 2018-0268 IPS GROUP, INC.: A RESOLUTION TO APPROVE A THREE-YEAR CONTRACT WITH IPS GROUP, INC. FOR MOBILE PARKING ENFORCEMENT DEVICES AND PARKING ENFORCEMENT MANAGEMENT, PERMITTING AND PAYMENT SOFTWARE IN THE AMOUNT OF $80,140.00 FOR THE FIRST YEAR AND $62,500.00 FOR THE SECOND AND THIRD YEARS, PURSUANT TO A NATIONAL COOPERATIVE PURCHASING ALLIANCE COOPERATIVE PURCHASING AGREEMENT; TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $9,220.00 FOR EACH YEAR THE CONTRACT IS IN EFFECT; AND TO APPROVE A BUDGET ADJUSTMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a three-year contract with IPS Group, Inc. for mobile parking enforcement devices and parking enforcement management, permitting, and payment software in the amount of $80,140.00 for the first year and $62,500.00 for the second and third years, pursuant to a National Cooperative Purchasing Alliance cooperative purchasing agreement and further approves a project contingency in the amount of $9,220.00 each year the contract is in effect. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves a budget adjustment, a copy of which is attached to this Resolution. PASSED and APPROVED on 6/5/2018 Attest: Lisa Branson, Deputy City • RR K N .•Gp:: Page 1 Printed on 616118 City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Text File File Number: 2018-0268 Agenda Date: 6/5/2018 Version: 1 Status: Passed In Control: City Council Meeting File Type: Resolution Agenda Number: A. 8 IPS GROUP, INC.: A RESOLUTION TO APPROVE A THREE YEAR CONTRACT WITH IPS GROUP, INC. FOR MOBILE PARKING ENFORCEMENT DEVICES AND PARKING ENFORCEMENT MANAGEMENT, PERMITTING AND PAYMENT SOFTWARE IN THE AMOUNT OF $80,140.00 FOR THE FIRST YEAR AND $62,500.00 FOR THE SECOND AND THIRD YEARS, PURSUANT TO A NATIONAL COOPERATIVE PURCHASING ALLIANCE COOPERATIVE PURCHASING AGREEMENT; TO APPROVE A PROJECT CONTINGENCY IN THE AMOUNT OF $9,220.00 FOR EACH YEAR THE CONTRACT IS IN EFFECT; AND TO APPROVE A BUDGET ADJUSTMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves a three year contract with IPS Group, Inc. for mobile parking enforcement devices and parking enforcement management, permitting, and payment software in the amount of $80,140.00 for the first year and $62,500.00 for the second and third years, pursuant to a National Cooperative Purchasing Alliance cooperative purchasing agreement and further approves a project contingency in the amount of $9,220.00 each year the contract is in effect. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby approves a budget adjustment, a copy of which is attached to this Resolution. City of Fayetteville, Arkansas Page 1 Printed on 6/6/2018 Justin Clay Submitted By City of Fayetteville Staff Review Form 2018-0268 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 5/11/2018 Submitted Date Action Recommendation: PARKING MANAGEMENT (430) Division / Department Authorize a contract with IPS Group, Inc. to provide mobile enforcement hand-held devices and related enforcement management, permitting, and payment software and approve a budget adjustment. Budget Impact: 2130.430.9130-5209.00 2130 Account Number Fund N/A N/A Project Number Project Title Budgeted Item? Yes Current Budget $ 400.00 Funds Obligated $ Current Balance $ 400.00 Does item have a cost? Yes Item Cost $ 89,360.00 Budget Adjustment Attached? Yes Budget Adjustment $ 89,360.00 Remaining Budget $ 400.00 V20180321 Purchase Order Number: Previous Ordinance or Resolution # Change Order Number: Approval Date: Original Contract Number: Comments: CITY OF FAYETTEVILLE r' ARKANSAS MEETING OF JUNE 5, 2018 TO: Mayor and City Council THRU: Don Marr, Chief of Staff CC: Paul Becker, Chief Financial Officer Keith Macedo, Information Technology Director FROM: Justin Clay DATE: May 11, 2018 CITY COUNCIL MEMO SUBJECT: Authorize a contract with IPS Group, Inc. to provide mobile enforcement hand-held devices and related enforcement management, permitting, and payment software. RECOMMENDATION: Parking staff recommends authorizing a contract with IPS Group, Inc. to replace and upgrade its mobile enforcement hand-held devices and enforcement management software. Additional software services in this contract include a permit management solution, online payment portal, and an event management module with mobile credit card payment capability. The year -one cost for these services, including implementation costs, is $80,140.00. The annual operations cost for the software service beginning in the second year of the contract is $62,500.00. This annual fixed rate of $62,500.00 is based on an estimated number of transactions associated with each service. Therefore, staff also recommends approving a contract contingency of $9,220.00 for each year of the contract in the event the volume of transactions exceeds current projections. The total year- one request is $89,360.00 and the total annual request beginning in year two is $71,720.00. The term of the contract is for three (3) years with the option to extend five (5) additional one (1) year terms. BACKGROUND: The Parking Management Division oversees municipal parking in the Entertainment and Downtown Business Districts. Services include parking management and enforcement of on - street parking and parking facilities, permitting, and event parking. The City currently utilizes multiple independent software products to support the enforcement and payment aspects of the Division. Those software products include: Citation Management and Billing: New World Systems, purchased in the 1990's and operates on a legacy AS400 platform. Billings are generated by the Tyler New World ERP Miscellaneous Billing software module. Parking Enforcement: Integrated Parking Solutions Integrator Pro Software purchased in 1997. This software works in tandem with handheld devices, in use for the past 19 Mailing Address: 113 W, Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 years, for in -the -field parking enforcement. Handhelds utilize docking stations to upload ticket information nightly to the Integrator Pro software. Online Citation Payments: Custom in-house website to allow for the payment of parking citations that communicates directly to the legacy New World System's AS400. Online Parking Permits: Custom in-house website to allow payment for monthly and quarterly parking permits that communicates directly to the Tyler New World ERP Miscellaneous Billing software module. DISCUSSION: The Parking Division desires to upgrade and consolidate its technology to improve the functionality, interoperability, customer service, and overall ease of use. The Division is looking for parking solutions that would improve daily operations and customer interactions with the City. The division has identified a single vendor, IPS Group, Inc., who provides a full suite of parking management solutions that the division may be interested in pursuing in the future. The services provided for in this contract include a parking enforcement management system, a permit management system, and an event management system. The parking enforcement management system includes mobile enforcement handheld devices, a back office -web based application for citation processing, and an online public portal for citation payments. The permit management solution allows permit holders to purchase and renew permits entirely online and has a real-time integration with the enforcement management solution. The permit management solution also offers greater flexibility and a streamlined approach to the type of permits offered by the division. For instance, a permit could be purchased online for only the timeframe needed (daily, weekly, monthly, etc.) rather than being tied to monthly or quarterly commitments. The event management solution offers the ability to take credit card payment directly from the mobile enforcement handheld device. Real-time occupancy data can also be collected using the event management software that would allow staff to improve the management of available spaces during peak demand. Additional benefits include: • Real-time connectivity in the field resulting in more customer friendly enforcement practices; • Lower credit card processing fees for online citation and permit payments; • General operational efficiencies; and ■ Alleviating the division's reliance on expiring and unsupported customized in-house software solutions. IPS Group, Inc. is part of -an existing government cooperative purchasing program. By utilizing a cooperative purchasing program, the City would be able to leverage the purchasing power of a large cooperative, streamline the procurement process, and comply with the City's purchasing policy. BUDGET/STAFF IMPACT: The implementation and year -one costs of $89,360.00 would be paid from the Parking Reserve Fund. Beginning in year two, the $71,720.00 annual software cost will be paid from Parking's Annual Operations Budget. By absorbing these annual costs within its existing budget the Division is able to expand and upgrade its services while maintaining the current rate and fine structure. Information Technology (IT), Utility Financial Services, and Accounting division staff will be involved in various aspects of the implementation. Attachments: Budget Adjustment IPS Group, Inc. Contract National Cooperative Purchasing Alliance Bid Award/Renewal Letter National Cooperative Purchasing Alliance Bid Response Details �f csr�ur� PARKING ENFORCEMENT SOLUTIONS EQUIPMENT AND RELATED SERVICES This Agreement for Parking Enforcement Solutions Equipment And Related Services ("Agreement") is made effective May 15,2018 (the "Effective Date"), by and between City of Fayetteville, Arkansas an Municipal corporation (the "City"), and IPS GROUP, INC., a Pennsylvania corporation ("IPS'), collectively (the "Parties") with reference to the following: RECITALS WHEREAS, the City desires to contract with IPS to provide Mobile Enforcement hand-held devices and application with data plans (Verizon) + real time web.sync ("the Equipment) and related services listed in Attachment A. Now, therefore, the parties agree as follows.- TERMS ollows: TERMS AND CONDITIONS 1. Term of Agreement. 1.1. Initial Term. The term of the Agreement means the period from the date of installation and training completion and will be in effect for a period of 3 years. 1.2. Option to Extend. This Agreement may be extended up to 5 additional 1 year terms with the mutual written agreement of both Parties. 1.3. NCPA Contract. City will be purchasing off the NCPA Contract 2. IPS Services. 2.1. Scope of Services. IPS agrees to diligently undertake, perform, and complete all of the services ("Services") described in Attachment A. 3. City Services & Responsibilities. The City agrees to: 3.1. Make available to IPS any currently existing documents, data or information required for the performance of the Services, including any material updates therein. 3.2. Collaborate with IPS to enable the take -on of the System and the use of the System. 3.3. Designate a representative authorized to act on behalf of the City. 3.4. Keep, at its own cost and expense, the Equipment in good repair, condition and working order. 3.5. Notify IPS of any failure of the System to meet the IPS System specification as detailed in Attachment B ("the IPS System Specification");. 3.6. Use the Equipment and the System in the proper manner and shall comply with and conform to all national, state, and local laws and regulations in any way relating to the possession, use or maintenance of the Equipment. 1 © 2017 IPS Group, Inc. All rights reserved, 4. Settlement Funds 4.1. Subject to IPS's rights under the Agreement, all settlement funds received from the City and owing to the City pursuant to the Agreement (the "Settlement Funds") will be held by IPS Group Inc. at IPS's depository institution until transferred to the City's Current Account (the "Settlement Funds Account"). Such funds will not constitute a deposit with IPS, will bear no interest, charges or fees, nor will be eligible for deposit insurance. Funds will be transferred via ACH weekly. IPS will provide a detailed report showing all fees and credits. The City is entitled to funds in the City's Settlement Funds Account, once IPS transfer them to the City's Current Account. As permitted by law, IPS may, from time to time combine, consolidate or merge any or all of the City's funds with other accounts; and set off, apply or transfer any and all such sums standing to the City's credit to satisfy any liability that the City owes IPS. The City is assigning rights of funds to IPS to negotiate settlement. 5. Equipment Delivery, Installation and Training. 5.1. IPS shall deliver the Equipment to City within forty five (45) business days of the Effective Date. 5.2. Coordinated installation of the System in collaboration with the City will take place during standard business hours. 5.3. IPS staff members will do onsite training for the City staff in the use of the Equipment and the operation of the System during a period of up to two (2) business days following completion of delivery and installation. The City can request web training anytime during the term of the Agreement at no additional cost. Unless otherwise notified in writing, the System shall be deemed accepted at the time of installation, but no later than sixty (60) business days following completed installation or forty- five (45) business days following delivery, whichever occurs first. 6. Compensation 6.1. The City will compensate IPS for the purchase of IPS Equipment and Software, as set forth in Attachment A. 6.2. City further agrees to pay to IPS the amounts specified in Attachment A on a Net 30 basis from the date of invoice. 6.3. City agrees to promptly notify IPS in writing of any dispute with any invoice, and that invoices for which no such notification is made within fifteen (15) business days after receipt of the invoice shall be deemed accepted by the City. 6.4. Pricing shall remain fixed during the Initial Term after the effective date of this Contract. After this initial period, IPS shall have the right to adjust Contract pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items 2 © 2017 IPS Group, Inc. All rights reserved. Consumer Price Index for All Urban Consumers (CPI -U) for the U.S. City Average, and will not exceed 3% compounded annually. 7. Warranties. 7.1. IPS warrants that the System, if operated according to the IPS standard operating procedures, will meet and comply with the IPS System Specification. 7.2. IPS does not warrant that the Equipment will perform according to the IPS Specification should the Equipment and/or the System not be operated according to the IPS standard operating procedures, or should the Equipment be misused, externally damaged or vandalized or should the Equipment be damaged through any act of force majeure. 7.3. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE IPS's SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF IPS's LIABILITY FOR A WARRANTY CLAIM IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT AND RETURN OF THE SYSTEM TO COMPLIANCE WITH THE IPS SPECIFICATION. IPS AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR Kth KtJtIV I H I IUIVJ �CJCI'KtJJ UK IIVIr'LItU, UKAL UK V.VKI I I LIN), VVI 1 H Y{LJF'LU I I U 1 tit SERVICES PROVIDED AND/OR TO THE SYSTEM INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT IPS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE. 8. IPS Support. IPS shall provide technical support for the System via telephone Mondays through Fridays from 7:00 am to 4:OOpm PST. IPS shall ensure the availability of current manuals and shall provide copies thereof together with any upgrades during the term of the agreement to the City. 9. Risk and title in the Equipment. IPS shall bear risk of loss of the Equipment, including any damage sustained during transportation to the delivery site. Risk to the Equipment shall pass to the City upon delivery. Title in and to the Equipment shall pass to the City once payment in respect thereof has been made to IPS, in full. 10. Intellectual Property and Confidential Information. 10.1. The City exclusively and solely owns all City Data and the intellectual property therein. IPS further agrees to execute any documents necessary for the City to perfect, memorialize, or record the City's ownership rights in City Data. For purposes of this Agreement, "City Data" means all intellectual property of the City, including but not limited to occupancy data, financial records, programming configurations of the parking meters, GIS location and rates, and other operational data and tailored operational programming. 3 © 2017 IPS Group, Inc, All rights reserved. 10.2. IPS may not provide or disclose any City Data to any third party without the City's prior written consent. 10.3. Any subcontract entered into by IPS relating to this Agreement, to the extent allowed hereunder, must include a like intellectual property provision to ensure that the City's ownership rights in City Data are preserved and protected as intended in this Agreement. Failure of IPS to comply with this requirement or to obtain the compliance of its subcontractors with such obligations constitutes a breach of this Agreement and will subject IPS to damages paid to the City and the imposition of all sanctions allowed by law, including but not limited to termination of this Agreement. 10.4. IPS represents and warrants that it owns or has acquired all requisite rights and licenses to use all intellectual property embodied, practiced or employed in IPS Equipment and System being used by the City in the agreement. 10.5. IPS hereby grants the City, including its departments, commissioners, officials, officers, employees, consultants, and agents (collectively, "City") all the rights and licenses required to use IPS Equipment and System. Such rights and licenses are non -assignable, non -transferable and non- exclusive, and specific only to use within the City. 10,6. All pre-existing and independently developed intellectual property, and any derivation thereof, including but not limited to designs, models, inventions, processes, methodologies, software, associated documentation, software upgrades, modifications and customizations, copyrightable material and other tangible and intangible materials authored, and combinations thereof, prepared, created, made, delivered, conceived or reduced to practice, in whole or in part, by IPS and provided to the City ("Pre -Existing and Independently Developed IP") will at all times remain the sole and exclusive property of IPS and/or its vendors. Nothing in this Section or elsewhere in this Agreement shall be construed as assigning, selling, conveying, or otherwise transferring any ownership rights or title in IPS Pre -Existing and Independently Developed IP. 10.7. City understands that the IPS Equipment and Software contain intellectual property, copyrights, and trade secrets that do not exist in the public domain. Therefore, the City agrees that it shall not knowingly agree, assist, or sell any equipment or allow any third party to gain access to equipment, software, or documentation provided by IPS for the purposes of reverse engineering or evaluation without the prior written consent of IPS, or as mandated by applicable law. 10.8_ The provisions of this Section will survive expiration or termination of this Agreement, 11. Dispute Resolution. 11.1. If any dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree to meet and confer and negotiate in good faith prior to initiating a suit for damages. However, this Section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within 14 calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum and to the extent possible, one senior level 4 © 2017 IPS Group, Inc. All rights reserved. individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within 30 calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute either party shall be entitled to proceed against the other by way of legal action. 12. - Termination of Agreement. 12.1. If either the City or IPS violates any material term or condition of this Agreement or fails to fulfill in a timely and proper manner its obligations under this Agreement, then the aggrieved party will give the other party (the "responsible party") written notice of such failure or violation. The responsible party will correct the violation or failure within 10 calendar days or as otherwise mutually agreed. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party. The option to terminate will be at the sole discretion of the aggrieved party. In the event the Agreement is terminated for any reason, IPS Group will provide the City with a copy of all data and records in an electronic format that is acceptable to the City. 12.2. Upon termination of this Agreement, whether in terms of this section 12 or by expiration of the term hereof, the City shall forthwith make available for pick up by IPS the System and/or the Equipment to IPS in good working order and repair unless the City has terminated as a result of the failure of the System to comply with the IPS specification, in which event the City shall make available for pick up by IPS the System upon termination to IPS in the same condition as is was at the time of giving notice of the defect to IPS. 13. Insurance. 13.1. IPS will provide original certificates of insurance providing evidence of coverage, and, where warranted, naming the City of [insert name] as an additional insured for the following and with the following minimum lirnits: 13.1.1. Worker's compensation — Statutory 13.1.2. Comprehensive General Liability and Automobile Liability -- $1 million combined single limit applying to bodily injury, personal injury and property damage. These policies shall be endorsed to name the City its officers, elected and appointed officials, employees, contractors and agents as a Named Insured under the coverage afforded with respect to the work being performed under the Agreement. 13.1.3. Professional Liability (errors and omissions) -- $1 million per claim and aggregate 13.2. If the policy is a "claims made" policy, Insurance must be maintained and evidence of insurance must be provided up to six (6) months following the completion of the Agreement in order to provide insurance coverage for the hold harmless provisions herein. 13.3. As used herein, the term 'IPS` includes any administrative sub -contractor, sub -consultant, agent, officer, or employee. 14. Defense and Indemnification. 5 © 2017 IPS Group, Inc. All rights reserved. 14.1. IPS agrees to defend and indemnify City, its members, directors, shareholders, parent or subsidiary companies, officers, agents, and employees (collectively, the "Indemnified Parties") from and against losses, claims, settlements, judgments, expenses (including, but not limited to, reasonable attorneys' fees), costs, liabilities or damages (collectively, "Losses") arising from IPS's breach of its obligations under this Agreement, including any warranties made hereunder, arising from IPS's acts or omissions, for any Losses incurred by or asserted against any one or more or all of the Indemnified Parties by reason of damage to property or injury to, or death of, any person, caused by the acts, omissions, or negligence of IPS, its employees, agents or contractors. IPS shall not be responsible for any Losses attributable to acts, omissions, or negligence of the Indemnified Parties. 14.2. Notwithstanding the foregoing, this indemnification shall not apply to claims made by third parties in instances in which (a) IPS simply followed the directions or instructions provided by City; (b) City changed, modified or altered the Services rendered or tasks performed by IPS such that, absent City's actions, no such claims would have been brought against IPS and/or City; or (c) the claims asserted by a third party derive from the combination of technology and/or intellectual property of IPS when used with City's owned or licensed technology and/or intellectual property such that, absent such combination, no such claims could have independently been brought by or against IPS. 14.3. In order for City to obtain the indemnification from IPS specified herein, City must: (a) promptly notify IPS in writing of the claims for which indemnification is sought; (b) provide IPS with copies of all pleadings, writings and documents pertaining to such claim; (c) permit IPS to control the defense of such claim and all settlement discussions in regards to resolving such claim; and (d) provide reasonable cooperation to IPS in regards to the litigation or negotiation of a resolution of such claim. Notwithstanding the foregoing sentence, IPS will not enter into any settlement without City's prior written consent, unless all third party claims against City are released without any further liability on City's part. This paragraph shall survive the termination or expiration of this Agreement. 14.4. Nothing in this Agreement shall constitute any form of real or implied revenue guarantee by IPS. 14.5. Limits of Liability: IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES OR OTHER MONETARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO, WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE WITHIN A PARTY'S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF A PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE. ANY LIABILITY INCURRED BY IPS IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE LIMITS OF INSURANCE OUTLINED IN SECTION 13. 15. Liens and Taxes. 6 © 2017 IPS Group, Inc. All rights reserved. 15.1. City shall keep the parking meter equipment free and clear of all levies, liens, and encumbrances, except those created by this Agreement. City shall pay, when due, all charges and taxes (local, state, and federal), which may now or hereafter be imposed in conjunction with this Agreement. 16. Notices. 16.1. All notices under this Agreement must be in writing, shall refer to the title and effective date of this Agreement, and shall be sufficient if given personally, sent and confirmed electronically, or mailed certified, return receipt requested, postage prepaid, and at the address hereinafter set forth or to such address as such party may provide in writing from time to time. Any such notice will be deemed to have been received five days subsequent to mailing. Notices shall be sent to the following addresses: IPS: IPS Group, Inc. 7737 Kenamar Crt., San Diego, CA 92121 Attn: Chad Randall chad.randall@ipsgroupinc.com tel: 858-4040-0607 17. Relationship of the Parties. City: City of Fayetteville, Arkansas Name: Justin Clay Address: 113 West Mountain Street Fayetteville, AR 72701 Email: j c l avCcfayettevi € Ee-a r_gov Phone: 479.575.8277 171 This Agreement shall not be construed as creating an City, partnership, joint venture or any other form of association between the parties, and both parties shall be and remain independent entities. Neither party has the right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever, except as otherwise provided in this Agreement. 18. Assignment. 18.1. Should the City enter into an agreement with a third party for parking operations during the term of this Agreement, IPS shall provide that operator the same rights, terms, and conditions as included in this Agreement. Such assignment shall not be effective unless and until the City has provided notice to the IPS of such assignment, and any such third party will be required to adhere to all terms and conditions contained herein. 18.2. IPS may not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which shall not be unreasonably withheld. 19. General Provisions. 19.1. Waiver. A waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant or condition of this Agreement. No delay or failure on the part of either party to insist on compliance with any provision of this Agreement shall constitute a waiver of such party's right to enforce such provision, no matter the length of the delay. In the case of 7 © 2017 IPS Group, Inc. All rights reserved. rrr�s�rx� any granted waiver by the consenting Party, which must be provided in writing, such waiver shall not constitute a waiver of the same obligation or any other obligation under this Agreement. 19.2. Modification or Amendment. No oral modifications shall be effective and nothing shall be deemed as a modification of this Agreement unless provided in writing and signed by both Parties. 19.3. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. Understandings, agreements, representations or warranties not contained in this Agreement, or as written amendment hereto, shall not be binding on either party. Except as provided herein, no alteration of any terms, conditions, delivery, price, quality or specifications of this Agreement shall be binding on either party without the written consent of both parties. 19.4. Integration. This Agreement may be executed in multiple counterparts each of which shall be deemed an original, but all of such taken together shall constitute only one Agreement, superseding all prior understandings, oral or written; and it is expressly understood and that this Agreement does not obligate either party to enter into any other or further agreements. 19.5. Governing Law. This Agreement shall not be construed against either party regardless of which party drafted it. This Agreement shall be construed and enforced according to the laws of the State of Arkansas, without regards to conflict -of -laws principles, and all local laws, ordinances, rules, and regulations. 19.6. Venue and Jurisdiction. The City and IPS agree that the venue shall be in State of Arkansas. Any litigation arising out of this Agreement may only be brought in either the United States District Court, District of Arkansas, or the Circuit Court of Arkansas, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement. 19.7. Attorney's Fees. If any suit, action, arbitration or other proceeding is instituted upon this Agreement or to enforce rights, judgments or otherwise pursue, defend or litigate issues, or any other controversy arises from this Agreement, the prevailing party shall be entitled to recover from the other party and the other party agrees to pay the prevailing party, in addition to costs and disbursements allowed by law, such sum as the court, arbitrator or other adjudicator may adjudge reasonable as an attorneys fee in such suit, action, arbitration or other proceeding, and in any appeal. Such sum shall include an amount estimated by the court, arbitrator or adjudicator, as the reasonable costs and fees to be incurred in collecting any monetary judgment or award or otherwise enforcing each award, order, judgment or decree entered in such suit, action or other proceeding. 19.8. Force Majeure. If any party is prevented from performing its obligations stated in this Agreement by any event not within the reasonable control of that party, including, but not limited to, acts of God, war, civil disturbance, insurrection, civi1,pgmmotion, destruction of production facilities or materials by earthquake, fire, flood or storm, IabaC disttAances including strikes or lockouts or epidemic, and failures of public utilities (such as,internet, cellular network, and electricity), it shall not be in default in 8 "` © 2017 IPS Group, Inc. All rights reserved. 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 the 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 hot given by the delayed party, no time extension shall be granted. If any event of force majeure exists for a continuous period of more than 30 days, then either party shall be entitled to terminate this Agreement without being liable for any claim from the other party. 19.9. Severability. 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 any section or sub -section of this Agreement unless that effect is made impossible by the absence of the omitted provision. 19.10_ Authorization. Both Parties represent and warrant that the person executing this Agreement on behalf of each Party is an authorized agent who has actual authority to bind each Party to each and every term, condition, and obligation of this Agreement and that all requirements of each Party have been fulfilled to provide such actual authority, 19.11. Binding Document. The City and IPS 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. 19.12, Section Headings. All section headings in this Agreement are for the convenience of reference and are not intended to define or limit the scope of any provision of this Agreement. 19.13. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement_ In witness whereof, the parties have caused this Agreement to be executed the day and year first above written. IPS: IPS GROUP, INC., a Pennsylvaniacorporationcorporation By: a0EJ l - XDX CHAD P. RAN ALL Chief Operating Officer tiest %JNllfff►r ri .! I!� �'''%f PS Group, Inc. All rights reserved. Sondra E. Smith, City ClerldTreasurer -U. FAYETTEVILLE $ Z. �S,• R � J f OiN ► +' 0 tit's■` Zff c:rrrar�w ATTACHMENT A SCOPE OF SERVICES, EQUIPMENT/ PRICING Mobile Enforcement System & Enforcement Management System Services and Equipment included: • 4 Mobile Enforcement hand-held devices and application with data plans (Verizon) + real time sync • Access to EMS Citation Management system D I_' • Late Fee escalation processing U • Online Public Portal access C • Review, Hearing and Court Review tracking • Out-of-state processing • Enhanced notice features • Electronic address updates • Collections Permit Management System Services included: • Access to Permit Management system • Online Public Portal access for Monthly Employee permits • Re -occurring permit reminders to public • Automatic payment for Monthly Employee permits • Permit printout from Permit Management system • Integration as necessary • Cashiering system integration Event Module • Access to Event Management system • Online Public Portal access to Events • Permit printout from Permit Management system • Integration as necessary 10 © 2017 IPS Group, Inc. All rights reserved_ Fayetteville, AR 10W CONFIDENTIAL Citation Processing Fee for 25k citations annually - Includes: -N5 Mobile Enforcement Devices QTY: 4 - N5 Data Plan -All Weather Citations for Enforcement Device (up to 25,0000) $23,000 N/A trial $18'000 -Enforcement Device Support -Version Updates - City System License for EMS - Up to 10 Users - Online Appeals 11 © 2017 IPS Group, Inc. All rights reserved. Pilot PrJce FnTnrrP.mant I.P.,�tgl.J atj.pp./Tr?ni.npf,l ��en�a fpp , nna-lima N/A _ Sin nnn nn Sy (Myl M 1411 Weather Citation Paper Rolls (55 citations per roll) Per Roll N/A $6.00 $5.40 INS Handheld Lr. Warranty Per unit N/A $785.00 $706.50 Additional NS's Perunit N/A $1,995.00 $1,795.oO NS Carrying case Per Unit N/A $35.00 $31.50 N5 Charging Cradle and Hot Swap battery Per Unit N/A $299.00 $269.10 Handheld Support_ _ Register owner Look -ups Citations.25:o -Up Per Unit N/A $60.00 Included Per Unit N/A $1.00 $0.90 Per Unit n/a $2.00 $1.80 Plate Charges for Ticket Customization(One time fee) Per plate N/A trial $75.00 <_67.50 Online & IVR Secure Credit Card Payments- Gateway Fee/ Online Customer Portal Annual Fee (Credit card fees not included) Upto 16,000 transactions. Everytransadionafter16,001wi11bechargea 3% fee. Annual Fee N/A trial $15,000,00 513,50000 Additional Letters and Correspondence Perunit N/A trial $1.25 $113 IVR Solution (Optional) Per month N/A trial $250.00 $225.4?O IVR Record & Store Calls (Optional) Per call N/A trial $0.50 $0.45 IVR Call Transcription (Optional) Per call N/A trial $1.00 Estimated Travel Expenses for Installation Pertrip N/Atrial $2,oD0.00 $1,8w"00 On-site training and installation Per day N/A trial $600.00 5540.00 Credit Reporting Collections % of amount Coll N/A trial 3540 of amount collected 35% of amount collected 11 © 2017 IPS Group, Inc. All rights reserved. Permit Management System Fee Schedule One Time Setup Per unit Pr ce N/A trial $4,000.00 $3,600.00 One Time Setup Per unit Per Permit/Online & IVR Secure Credit Card Payments , Gateway Fee (Credfit cards fees not included) If volume goes over 2,500 permits annually there will be a $4 per permit fee starting at 2,501. Annual Fee N/A trial $11,000.00 $9,000.00 Permit Fulfillment (Verification) (No charge if City fulfills permit) Per unit N/A trial $1.00 $0.90 Per Letter Includes ostage)(Nocharge ifCitysendletter) Perunit N/Atrial $L25 $1.13 Customization per hour j Perhour WAtrial $125.00 $112.50 One Time Setup Per unit N/A trial $3,000,00 $2,700.00 All inclusive ANNUAL Fee (Credit card fees not included) Based on 40k transactions. Anything over 50,001 transactions there will Annual Fee NIA trial $24,500.00 $22,000.00 -be a fee of $0.75 pertransaction. Customization per hour Perhour 1 N/Atrial $125.00 $112.50 Total Year ane Fee $80,140 No Paper/ No Warranty Year 2-5 $62,500 No Paper/ No warranty All numbers are based on if City uses all Modules Credit card fees not included 12 0 2017 IPS Group, Inc. All rights reserved_ ATTACHMENT B SYSTEM SPECIFICATION Mobile Enforcement Device • N5 Print 3" - OS: Android v5.x.x - CPU: Quad -core 2.3GHz - Qualcomm Snapdragon 800 • Display - 5.7 in. Diagonal Super AMOLDED 1080x1920 pixels - Multitouch Capacitive, Rain resistant when shield is attached - Inductive Stylus (s -pen) - Contrast Ratio: 402 nominal, 2.307:1 • Network - 3g/4g Carrier Specific • Computing Platform - Samsung Galaxy Note 3 • Dimensions - W4.73"—H 10.81"=D2.62" W."icyht - 29.92 oz with new full paper roll - 27.36 oz without paper roll • Batteries - Two Batteries • One Internal, Li -ion 3200 mAh battery One Hot Swappable, Li -ion mAh • Memory - Internal: 16 GB - 3 GB RAM • Printer all -in -one Direct Thermal 203 dotslinch Speed: 50mm/Sec Width: 2.8 inches • Camera - 13 MP color 94128x3096 pixels) - Autofocus - LED Flash - 1 D/2D Barcode scanning • Power Connector - 3.5A Charging Port - MicroUSB v2.0 13 © 2017 IPS Group, Inc. All rights reserved. City of Fayetteville, Arkansas - Budget Adjustment Form (Legistar) Budget Year Division Adjustment Number /Org2 PARKING MANAGEMENT (430) 2018 Requestor: Justin Clay BUDGET ADJUSTMENT DESCRIPTION / JUSTIFICATION: A budget adjustment to pay for the year -one costs associated with a contract with IPS Group, Inc. to provide mobile enforcment handheld devices and related enforcement management, permitting, and payment software. The year - one costs include the hardware, software services, implementation costs, and a 10% contingency should the volume of transactions associated with each software service exceed projections. Beginning in year two (2), costs associated with this contract will be paid out of the Parking Division's annual operations budget. RESOLUTION/ORDINANCE COUNCIL DATE: 6/5/2018 LEGISTAR FILE ID#: 2018-0268 Lilk Hutdwjw 5/14/2018 7:45 AM Budget Director TYPE: DESCRIPTION: GLDATE: POSTED: Date TOTAL 89,360 89,360 v.20180417 Increase / (Decrease) Proiect.Sub# Account Number Exoense Revenue Project -Sub AT Account Name 2130.430.9130-4999.99 - 89,360 RE Use Fund Balance - Current 2130.430.9130-5209.00 89,360 - EX Software C:\Users\losmith\Desktop\060518\BA 1 of 1 Region XIV Education Service Center Thursday, March V, 2018 IPS Group, Inc. ATT1: Chad Randall 5601 Oberlin Drive, Suite 100 San Diego, CA 92121 Re: Annual Renewal of 1CPA contract n05-14 Dear Chad: 185o highway 351 Abilene, TX i96o1-475o 325-675-8600 FAX 325-675-8659 Region XIV Education Service Center is happy to announce that IPS Group, Inc. has been awarded an annual contract renewal for Parking Meters, Single and Multi -Space based on the proposal submitted to Legion X11' ESC. The contract will expire on May 31st, 2019, completing the fourth year of a possible five-year Lerm. If your company is not in agreement, please contact me immediately. If you have any questions or concerns, feel free to contact me at 325-67/5-8600. Sincerely, /I �' � � Z":' � � Ronnie Kincaid Region XI1', Executive Director First Merchant Data Services City of Fayetteville Staff Review Form 2019-0428 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Keith Macedo 7/3/2019 INFORMATION TECHNOLOGY (170) Submitted By Submitted Date Division / Department Action Recommendation: Staff recommends approving the attached agreement with First Merchant Data Services for credit card processing related to the IPS Group Inc. parking software payment website. Budget Impact: Various Parking Account Number Project Number Budgeted Item? Yes Does item have a cost? Budget Adjustment Attached? Purchase Order Number: Change Order Number: Original Contract Number: Comments: Current Budget Funds Obligated Current Balance No Item Cost NA Budget Adjustment Remaining Budget Fund Project Title 0 0 V20180321 Previous Ordinance or Resolution # Res- 124-18 Approval Date: 7/10/2019 CITY OF FAYETTEVILLE ARKANSAS TO: Mayor Jordan THRU: Don Marr, Chief of Staff FROM: Keith Macedo, Information Technology Director DATE: July 2, 2019 STAFF MEMO SUBJECT: Staff recommends approving the attached agreement with First Merchant Data Services for credit card processing related to the IPS Group Inc. parking software payment website. RECOMMENDATION: Staff recommends approving the attached agreement with First Merchant Data Services for credit card processing related to the IPS Group Inc. parking software payment website. BACKGROUND: City Council approved an agreement with IPS Group Inc. on June 5, 2018 for the purchase of mobile parking enforcement devices, parking enforcement management, permitting, and payment software for the Parking Management division. DISCUSSION: The City recently implemented IPS Group Inc.'s hosted online payment website to allow parking citations to be paid online. IPS Group Inc. hosts the payment website and remits payments to the City via check. The City has requested that the citation payments be remitted to the City directly to our bank via Automated Clearing House (ACH) transfer. To setup ACH transfer the City needs to enter into an agreement with First Data Merchant Services, which is the merchant processor that IPS Group Inc. uses for credit card payment services. The agreement is with First Data Merchant Services, Wells Fargo Bank N.A. is the associated bank acquirer, all daily deposits and monthly fees will come from Wells Fargo Bank N.A.. If this agreement is approved, City staff will work with First Data Merchant Services to setup a weekly ACH transfer to the City's bank. Implementing the ACH transfer will reduce the work associated with processing payments and allow for more timely deposit of parking citation revenue to the City. BUDGET/STAFF IMPACT: The cost of the services is budgeted in the 2019 annual budget. Based on 8,259 payments processed in 2018, on the City's prior parking citation payment website, First Data Merchant annual fees are estimated to be $5000.00 per year. First Data reviewed the volume and average transaction amount of payments and estimated the transaction fee to be an average of 2.5%, plus monthly reporting fees. Attachments: Staff review form, Staff review memo, First Data Merchant Service agreement Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 MERCHANT PROCESSING APPLICATION AND AGREEMENT (Page fof 7) COMPLETE SECTIONS (1-10) Merchant #:____ Loc. 1 of GenISOWF2011(ia) GenIS02102 . Client's Business Name: (Doing Business As) Client's Corp/Legal Name: (Also for Headquarter's Info & if different than DBA) Parking Fayetteville, AR City of Fayetteville Business Address: Billing Address: (If Different Than Location Address) 113 West Mountain Street 113 W. Mountain St City: State: Zip: City: State: Zip: Fayetteville AR 72701 Fayetteville AR 72701 Location Phone #: Location Fax #: Contact Name: 479-575-8280 Shelly Turberville Business E-mail Address: Contact Phone #: Fax #: parking@fayetteville-ar.gov 479-575-8274 479-575-8273 Business Website Address: Contact E-mail Address: www.fayetteville-ar.gov/parking sturberville@fayetteville-ar.gov Your L:Ustomer Service t -mall Address: parking@fayetteviIle-ar.gov Send Retrieval Requests / Fax Type to: SIC/MCC: ❑ Business Address X Fax # 479-575-8250 7523 `If your business is classified as High Risk and assigned (or is later assigned based upon your business activity) any of the following Merchant Category Codes (MCC): 5966, 5967, and 78411, then registration is required with Visa and/or MasterCard within 30 days from when your account becomes active. An Annual Registration Fee of $500 may apply for Visa and/or MasterCard (total registration fees could be $1,000.00). Failure to register could result In fines In excess of $10,000.00 for violating Visa and/or MasterCard regulations'. 'Registration for MCC 7841 Is only required for non -face-to-face adult content Information herein, including applicable MCCs, is subject to change Your Total Annual Cash & Credit Sales: (For All Outlets) $ Estimated MC/Visa Average Ticket/Sales Amount: S 50 Estimated Discover-PayPal Your Total Annual Cash & Credit Sales: (For This Outlet) $ 200,000 Average Ticket for this Outlet: $__ 50 Estimated American Express OptBluee Total Annual MC/Visa Volume: (For All Outlets) $ Average Ticket for this Outlet: S 0 Annual MC/Visa Volume for this Outlet: Total Annual Discover' Network -PayPal Vol.: (For All Outlets) $_ (For Multiple Outlets Only) S 400000 Estimated Discover- PayPal Annual Sales Vol. Total Annual American Express OptBlue" Vol: (For All Outlets) $ for this Outlet: (For Multiple Outlets Only) $ 50000 Est. American Express OptBluem Annual Sales Vol. Highest Ticket Amount: $ (3) 195.00 for this Outlet: (For Mult. Outlets Only) ENTITLEMENTS $ 0 D MC/Visa/Discover Full Processing -PayPal Signed Annual Check Sales Vol.: $ Average Check Ticket: $ (Discover Network systems and rules will process and govern JCB, CUP, Diners Club International, and BC Card Transactions. Select Discover Full Processingl,lf JCB is requested.) C7 In -Person Warranty ❑ In -Person Paper Warranty ❑ Mail Order ❑ Hold Check ❑ C.O.D. ❑ Other: ❑ Voyager Fleet' Annual Voyager Volume: $ 'Participation in Voyager Tax Exempt Program: ❑ Yes ❑ No (if yes, additional request form required) ❑ WEX Full Acquiring Annual WEX Volume: $ ❑ WEX (Non -Full Svc) ❑ MC Fleet ❑ Non-Lic. JCB (EDC) _ _ _ _ _ _ _ _ _ _ (Existing Account #) ❑ American Express OptBlue° ❑ American Express Pass Through (existing) SE #_ _ _ _ _ _ _ _ _ _ IATA/ARC (MCC4722) ❑ Debit Package 8 4 0 7 2 0 5 7 13 EBT SNAP/FNS # (XREF): (4) PFtOVIDE MORE BUSINESS DATA Stack Incorp.11—3� Month/Year Started: 8/1870 ❑ Sole Ownership C 1 Partnership C Non Profit/Tax Exempt F7 Public Corp. ❑ Private Corp. I.-A.L.C. XGov't. Check one: TIN Type: REIN (Fed Tax ID #) ❑ SSN NOTE: Failure to provide accurate information may result in a withholding of merchant funding per IRS regulations. (See Part IV, Section AA of your Program Guide for further information.) Name (as it appears on your income rex return) City of Fayetteville Q Federal Tax ID#: (as it appears on your income tax return) 71-6018462 E31 certify that I am a foreign entity/nonresident alien. (if checked, please attach IRS Form W-8.) Mag Swipe % + Keyed Manually 100 % = 100% Product/Services You Sell: Parking_ Citations POS Card Present (MAG Swipe and/or Manual Imprint) % + Mail Order/Direct Marketing % + Phone Order % + Internet 100 % = 100% Do you use any third party to store, process or transmit cardholder data? ❑ Yes X No (Examples include, but not limited to web hosting companies, Electronic Data Capture, Loyalty programs) If yes, give name/address: Please identify any Software used for storing, transmitting, or processing Card Transactions or Authorization Requests: Client Initials DBA Name: Parking Fayetteville, AR Merchant #: _ _ _ _ Loc. 1 of GenISOWF2011(ia) GenIS02102 ia) Network: El (206) CARDnet' XNashville J Buypass L) Other: Specify Security Code: ( ) Customer -Owned Retail • Restaurant • MOTO/Internet Clover Unit For Customer -Owned Lease- Purchase Equipment Type Lodging • Supermarket • Car Rental Price Equipment (circle one) QTY IP (i.e:, Terminal/VAR/Internet) Quick Service Restaurant • Petr Model Code and Name w/o Tax Track/Version/Serial # C L `P ❑ R Re MOTO/I L S C OSR P $ C L 'P U R Re MOTO/I L S C OSR P $ 'Clover Equipment Purchase Only: This is for information purposes only. Please refer to your equipment purchase agreement with TASO Technology, Inc. or your equipment lease agreement with First Data Global Leasing for information and pricing and fees for your equipment or hardware. You are not purchasing or leasing equipment from Processor and you acknowledge and agree that Processor will have no obligation or liability relating to such purchase or lease of equipment. Your purchase or lease of equipment is subject to separate terms and conditions between you and the equipment seller or lessor. NOTE: Any Special Instructions must be included on About Merchant's Business Page. Wireless Provider: J GPRS Cingular or J Other: Check one: J Gateway Solutions ❑ Payeezy Gateway Dial Solutions J VSAT*** ,_.; Frame ❑ Other: E) First Data` Payment Software Serial # VAR/Internet/Software: Name: IPS Monetra (Nashville Only: Product ID # 500435 Vendor ID # VMS014 —Requires separate agreement between VSAT Provider prior to implementation of this telecommunications protocol. LEASE COMPANY: (04) First Data Global Leasing Annual Tax Handling Fee: Lease Term: Months ❑ AL, AR, CA, CT, GA, IN, KY, LA, MS, MO, NE, NV, NM, J All other NC, OK, OR, RI, SC, TN, TX, VT, VA, WA, WV, WI, WY 30.20 States 10.20 Total Monthly Lease Charge for This Location: $ Total Cost to Lease (without tax): $ (w/o taxes, late fees, or other charges that may apply. See Lease Agreement for details. This is a NON -CANCELABLE lease for the full term indicated.) Option to purchase: If you wish to buyout the equipment, please contact 1.877.257-2094 to obtain the cost. Provide the followino information for each individual who owns. directly or indirectly. 25% or more of the enuity interest of vour business- Owner/Partner/ Billed Monthly Fees (NApplicable) Social Home % of Officer Name: Lioneld Jordan R D.0.B:10/13/53 Security #: 000-00-0000 Phone: Ownership: Home Address: City: State: IZip: 0.00 Country; Owner's E -Mail Address $ 0.00 Misc. Fee (31J) $ I Other: ( ) $ 0.00 Total Amount $ 0.00 Owner/Partner/ (335) $ Social Home % of Officer Name: D.O.B: Security #: Phone: Ownership: Home Address: City: State: Zip: Country: Owner's E -Mail Address Owner/Partner/ Social Home % of Officer Name: D.O.B: Security #: Phone: Ownership: Home Address: City: State: Zip: Country: Owner's E -Mail Address Owner/Partner/ Social Home % of Officer Name: D.O.B: Security #: Phone: Ownership: Home Address: City: State: Zip: Country: Owner's E -Mail Address Owner/Partner/ Social Home % of Officer Name: O.O.B: Security #: Phone: Ownership: Home Address: City: State: Zip: Country: Owner's E -Mail Address Start -Up Fees (One -Time Charge) Billed Monthly Fees (NApplicable) Non -Taxable Fees: WEX Auth Fee Monthly Access Fee 0.00 Application Fee (Non -Refundable) (247) $ 0.00 Reprogramming Fee (31 A) $ 0.00 Debit Set-up Fee (31 B) $ 0.00 Misc. Fee (31J) $ 0.00 Other: ( ) $ 0.00 Total Amount $ 0.00 w/o tax (335) $ Billed Annual Fees Compliance Service Fee (November) (331) $ 0.00 Annual Membership Fee* (294) $ 0.00 'Billed on anniversary of account keyed date. Client Initials Billed Monthly Fees (NApplicable) WEX Full Acquiring Fees WEX Auth Fee Monthly Access Fee 0.00 Monthly Clientline` Fee (32R) $ 0.00 (Datawire-Apriva) (60J) (840) 0.00 / Discount (843) 0.00 WEX Refund Discount FEE PER TO # OF TIDs 0.00% TOTAL Regulatory Product (351) $ 0.00 x = $ 0.00 Monthly Service Fee (335) $ 24.00 Wireless Comm (472) $_____9-_00 ACH Reject Fee (401) $ 25.00 Monthly Statement Fee (323) $____Q_-_00 Minimum Processing Fee (954) $ 0.00 MC Merchant Monthly Wireless Access Fee (399) Location Fee (241) $ 1.25 FEE PER TID # OF TIDs TOTAL $ x = $ 0.00 Other: $ 0.00 Client Initials WEX Full Acquiring Fees WEX Auth Fee (004) $ 0.00 WEX Chargeback Reversal WEX Sales Discount (840) 0.00 / Discount (843) 0.00 WEX Refund Discount (841) 0.00% WEX Chargeback Fee (29H) $ 0.00 WEX Chargeback Discount (842) 0.00 -/, WEX Retrieval Fee (291) $ 0.00 Client Initials MERCHANT PROCESSING APPLICATION AND AGREEMENT (Page3o47) DBA Name: Parking Fayetteville, AR Pricing Type:— — — Loc. 1 of GenISOWF2011(ia) GenIS021021ia1 Internet Start -Up Fees Internet Authorization & Access Fees Internet Set-up Fee FEE PER TID r OF (30R) TID. TOTAL MC Internet Auth Fee (03R) $ 0.00 Discover Internet Auth Fee (071) $ 0.00 S 0.00 x = $ 0.0.0 Billed Monthiv Fees Visa Internet Auth Fee (04R) $ 0.00 Internet Access Fee (30N) $ 0.00 Internet Service Fee (394) American Express OptBlue` FEE PER TID x OF TIN TOTAL Internet Auth Fee (061) S 0.00 x $ 0.00 Buypass Fees Authorization and AVS Fees Datawire Micronode ❑ Yes XNo Datawire Micronode 960 -AS Monthly Fee (354) $ 0.00 (each) MC Auth Fee Authorization Fees Other Payment Fees (030, 031, 032, 033,034, 03V, 03W, 03X) $ 0.07 Voyager (ODO, OD1, ODV, ODC, ODI, OD3,OBW, OBX) $ 0.00 Voyager: Visa Fee (040,, 0 0441, 042, 043, 044, 04V, 04W, 04X) $ 0.07 WEX (OBO, OB1, 08V, ODX, ODY, ODZ) $ 0.00 Sales Discount Fee (766) 0._00_% Discover Auth Fee (070, 071, 072, 073, 074, 07V, 07W, 07X) $ American Express Opt8lue" Auth Fee 0.07 Product Fees Mobile Payments (CloverGo) Perka Solution Fee (2D6) $. 0.00 Monthly Fee (32Y) $ 0.00 (For the Perks Solution, you will be provided with registration (060, 061, 062, 063, 064, 06V, 06W, 06X) S 0.0 Instructions and will be asked to electronically agree to Perka Inc.'s Mobile Payments (CloverGo) 0.00 terms and conditions.) MC/Visa/Discover/American Express Setup Fee (62S) $ Access One (LS1) S 0.00 OptBlue° Voice AVS A riva Activation Fee p (601) $ 0.00_ TransArmor Monthly Fee (30L) S 0.00 (039, 049, 069, 079, 03A, 04A, 06A, 07A) $ 0.0 Payeezy Auth Fee (OFC) $ 0.00 TransArmor Minimum Monthly Fee (959) $ 0.00 MC/Visa/Discover/American Express OptBlue` Voice Auth Fee Payeezy Monthly Fee (40A) $ 0.00 TransArmor Token & Encryption (12E) $ 0.00 (035, 036, 037,045, 046,047, Payeezy Setup Fee (40B) $ 0.00 TransArmor Token (12G) S 0.00 075, 065, 066, 067, 076, 077) $ 0.0 MC GEP Service Fee (897) 0.00 % TransArmor Token Registration (12H) S 0.00 AVS Fee Visa GEP Service Fee (898) 0.00 % TransArmor Token &Enc - VF Encrypt ry (121 $_ ) 0.00 (405, 406, 407, 408, 435, 03B, 03C, 048, 04C, 068, O6C, 07B, 07C) $ 0.00 Clover Security Plus Monthly Fee (3CM) S 0.00 Clover Services Fee (2ST) MC/Visa/Discover/American Ex Express P Monthly per Station Qty. Total Clover Security Non -Clover Fee (Y01) S 0.00 OptBlue" Voice Auth Issuer Referral x $ 0.00 Clover Security for Clover Fee (Y01) $ 0.00 (03Y, 04Y, 06Y, 07Y) S 0.0 Clover Insights (p/MID) (491) $ 0.00 Clover Security Plus w/o TransArmor Data Protection (3CM) $ 0.00 PINless Auth Fee (19E) $ 0.07 Other Fees Early Termination Fee $ 0.00 MC Processing Integrity Fee - Visa Zero Floor Limit Fee (041) $____ 0.10_ Chargeback Fee (205, 725, 20L) $ 15.00 Final Auth % (03J) 0.25% Visa Misuse of Auth Fee (04G) s0.045 Retrieval Fee (26A, 262, 20M) $ 15.00 MC Processing Integrity Fee - Final Auth Minimum - per Item (03K) $ 0.04 Visa Partial Auth NP Trans Fee (12D) $ 0.01 "Visa/MC/Disc Chargeback & Retrieval Fee (289, 446) $ 0.00 MC PIF Detail Report. P 03L ( ) S 0.12 Visa Auth Processing Fee (04H) $ 0.0195 Batch Settlement Fee (227) $ 0.00 MC US Acct Status Inq SvcInterregional Fee (11G ) $ 0.03 Visa Auth Processing Fee (Debit) (04J) $ 0.0155 EBT Cash (18E, 181, 02X, 18H) $ 0.00 MC US Acct Status Inq Svc Visa US Debit Trans EBT Food Stamps (181, 02Y) $ 0.00 Intraregional Fee (11H) $ 0.025 Integrity Fee (per occurrence) (236) $ 0.1 EBT Purchase/Return Fee (029) $ 0.00 MC Kilobyte Trans Fee (448) $ 0.0035 'Visa Network Fee CP (NF1) $ 0.00 Network Access Fee -Debit (420) $ 0.00 MC License Per Item Fee (01C) $ 0.00 *Visa Network Fee CNP (NF2) $ 0.00 American Express OptBlue" Credit Trans Fee (014) $ 0.00 MC License Volume Fee (818) 0.0061 ^/, Visa New BASE II System File Fee (47N) $ 0.00 American Express OptBlue" MC CVC2 Fee MC Digital Enablement (11M) $_ 0.0025 0.01 =/, VI Base II CR Voucher Fee DB/PP (470) $ 0.00 Sales Trans Fee (013) $ 0.00 Fee (24E) 0.00 Program Cost Fee - AX (3AL) 0.30% MC Global Wholesale VI Base II CR Voucher Fee CR (47P) $ MC Acquirer 0.10 Travel B2B Fee (22W) 1.570 % Discover Auth Network Fee (08C) $___ 0.025 CNP AVS Fee (I oz) $ MC Secure Cade Trans Fee (03E) $ 0.00 Discover Int'I Processing Fee (22G) 0.50% MC Cross Border Fee USD (605) 0.60 % NYCE File Fee (180) $ 0.00 US Cross Border Fee, Non USD (606) 1.00 % 0.00 Discover Int'l Service Fee (22H) 0.80% MC Acquiring AVS Billing (OFB) $ 0.01 Visa Access Fee (241) $ 0.10 Discover Data Usage Fee (22E) $ 0.0195 Visa Staged Digital Wallet Fee (24H) $ MC NABU Fee (60M, OB4) $ 0.0195PayPal Visa 62B Virtual Payments Fee (22K) Network Auth Fee (ODD) $ 0.00 MC Access Fee (197) $ 0.0195TIN/TFN Visa Int'1 Service Fee BASE (22A) _% 0.80 Blank or MC Processing Integrity Fee (04F) $ 0.055 Visa Int'I Service Fee ENH (22Z) 1.20% Invalid Fee (as applicable) (181) $ 9.95 MC Processing Integrity Fee - Pre Auth. (o3H) S 0.045 Visa Int'I Acquirer Fee' (22F _ ) 0.45 Statement Spendtrend Fee (22T) $ 0.00 MC Processing Integrity Fee - Visa Zero Amt. + AVS Fee (10X) $ 0.025 Other: $ 0.00 Undefined Auth. (031) $ 0.045 Visa Zero Amount Fee (10Y) $ 0.025 Other: $ 0.00 'See Interchange Qualification Matrix ("IQM-) for Billing Tables. "Consolidated Fee - do not use In addition to 205, 262, 725, or 26A Client Initials MERCHANT PROCESSING APPLICATION AND AGREEMENT (Page4of7) DBA Name: Parking Fayetteville, AR Merchant #: Loc. I of GenISOWF2011(ia)(7) FLAT RATE / IC PLUS / T/ER PRICING SCHEDULE (con!'d) • r Accept aQ MasterCard, Visa, Discover-PayPal, and American Express OptBlue" Transactions (presumed, unless any selections below are checked) Discount Rate and Trans Fee Billing Frequency: ❑ Daily (Default) X Monthly MasterCard Acceptance Visa Acceptance Discover Acceptance American Express OptBlue 0 Accept MC Credit transactions only 0 Accept Visa Credit transactions go 0 Accept Discover Credit transactlons oft Acceptance 0 Accept MC Non -PIN Debit transactions op.bi n Accept Visa Non -PIN Debit transactions o W 0 Accept Discover Non -PIN Debit transactions mW ❑ Accept American Express Discover Network -PavPal Credit transactions an_Iy El Discover Network-PayPal Credit transactions You are responsible for distinguishing Credit from Non -PIN Debit Cards. Even if you have agreed to limit your acceptance of certain cards as outlined above, you must continue to accept all foreign Issued cards, whether Credit or Non -PIN Debit. If you agree to limit your acceptance to a particular type of card and, whether intentionally or In error, accept another type of transaction, the resulting transaction will downgrade to the highest cost Interchange plus the applicable Non -Qualified Surcharge (See Section 18.1 of the Program Guide). Tiered Pricing: (select one) Discount Fee Transaction Fee Discount Fee Transaction Fee MC Qualified Credit (800) 0.00 % (001, 002) $ 0.00 Discover Qualified Credit (170) 0.00 % (015, 016) $ 0.00 MC Mid -Qualified Credit (810) 0.00 % (611, 612) $ 0.00 Discover Mid -Qualified Credit (990) 0.00 % (717, 718) $ 0.00 MC Non-Quallfled Credit (820) 0.00 % (621, 622) $ 0.00 Discover Non -Qualified Credit (994) ---9--00% (721, 722) $ 0.00 MC Qualified Non -PIN Debit (850) _____9-00% (130, 131) $ 0.00 Discover Qualified Non -PIN Debit (964) 0.00 % (787, 788) $ 0.00 MC Mid -Qualified Non -PIN Debit (870) 0.00 % (140, 141) $_____P.00 Discover Mid -Qualified Non -PIN Debit (968) 0.00 % (791, 792) $ 0.00 MC Non -Qualified Non -PIN Debit (860) 0.00 % (150,151) $OAO Discover Non-Oualified Non -PIN Debit (978) 0.00% (795, 796) $_____Q.00 Visa Qualified Credit (804) 0.00 % (005, 006) $___j_-00 PayPal Qualified Credit (175) 0.00% (13A) $ 0.00 Visa Mid -Qualified Credit (814) 0.00 % (615, 616) $---9—.0-0 American Express OptBlue' Qual Credit (164) 0.00 % (013, 014) $ 0.00 Visa Non -Qualified Credit (824) 0.00 % (625, 626) $ 0.00 American Express OptBlue° Mid-Qual Credit (81C) 0.00 y, (62T, 62U) $____q.00 Visa Qualified Non -PIN Debit (864) 0-00% (134, 136) $ 0.00 American Express OptBlue` Non-Qual Credit (82A) 0.00 "/" (65S, 65T) Visa Mid -Qualified Non -PIN Debit (874) 0.00 % (144, 145) $ 0.00 PlNless PlNless Debit Transaction Fee (27P) 0.00 % (18C) $ 0.00 Visa Non -Qualified Non -PIN Debit (864) 0.00 % (154, 155) $_O 00 PlNless Debit Denial Fee (42U) $ 0.00 Discount Fee Transaction Fee .f� y' Discount Fee Transaction Fee ualifiedCredit 7VMM1CC.-11 (800) 0.00 % (001,002) $ 0.00 Discover Network Qua[ Credit (170) 0.00% (015,016) $0.00 ualified Non -PIN Debit (850) 0.00 % (130, 131) $ 0.00 Discover Network Qual Non -PIN Debit (964)000 % (787,788) $0.00 Qual Credit (804) 0,00% (005, 006) $ 0.00 PayPal Qualified Credit (175) 0.00 % (13A) Visa Qual Non -PIN Debit (854) 0.00 % (134,135) $ 0.00 PIN[ PlNless Debit Transaction Fee (27P) 0.00 % (18C) $ 0.00 American Express Qual OptBlue` Credit (164)0.00 % (013, 014) $___9.00 PlNless Debit Denial Fee (42U) $ 0.00 )<Dues & Assessments (273, 274, 234, 237, 286, 271, 45H) Non -Qualified Surcharge Fee (excluding Interchange pass-through fees, see section 18.1) Applies to Non-qualified MC, Visa, Discover, American ❑ Blllback Express OptBlue` Credit and/or Non -PIN Debit Transactions. (3013) % Tal.rr s Imu s• Discount (Based on - Discount (based on Discount (Based on r Will Discount (Based on Gross Sales Vol.) Gross Sala Voi.) Gross Sales Vol.) Gross Sales Vol.) MC Dust Credit (800) Visa 0.07 % Qua[ Credit (804) 0.07 % Discover Network American Express OptSlue' oual Credit (170) 0.07% Oust Credit (164) 0.07 % MC Qual Non -PIN Visa Oual Non -PIN Discover Network Debit (860) 0.07 % Debit (854) 0.07 % Qual Non -PIN Debit (964) 0.07 % PlNless (27P) 0.07 % X Gross Interchange MC (560), Visa (550), or Discover (529) Sales Credit & Non -PIN Debit Transaction Fee (001, 002, 005, 006, 015, 016, 130, 131, 134, 135, 787, 788, 18C, 42U) $ 0.00 n Net Interchange MC (553), Visa (563) or Discover (528) American Express OptBlue' Sales &Credit Trans Fee (013, 014) $__0._00 0 American Express OptBlue• Program Pricing (57B)00 Xf PlNless Interchange Fee (50C) PI N Debit (Must complete only PIN Debit one of the following fees H PIN Debit is selected) Unbundled PIN Debit PIN Debit Declined (191, Key 0-593) $ 0.00 OR (018, Key 0-590, Key 0-593, PreAuth-587, I/C Adj-597) $ 0.00 (plus the applicable network fees) Transaction Fee: (42R) $ 0.00 Client Initials MERCHANT PROCESSING APPLICATION AND AGREEMENT (Page sof 7) DBA Name: Parking Fayefteville, AR — Merchant #: — — — — — — — — Loc. 1 of GenISOWF2011 is Bundled GenIS02102(ia) Debit P Card Type ckage Transaction Fee Discount Transaction Fee Refund Discount Refund PIN/Non-PIN ❑ Regulated (28K) $ 0.00 (271) 0.00 %M (28L) $ 0.00 (27J) 0.00 % ❑ Unregulated (124) $ 0.00 (120) 0.00% (125) $ 0.00 (121) 0.00 % ❑ Combined (124) $ 0.00 (120) 0.00% (125) $ 0.00 (121) 0.00 % Non -PIN _ ❑ Regulated (28C) $ 0.00 (27D) 0.00 % (28D) $ 0.00 (27E) 0.00 ❑ Unregulated (28G) $ 0.00 (27G) 0.00% (28H) $ 0.00 (27H) 0.00 % ❑ Combined (28G) $ 0.00 (27G) ----A.00% (28H) $—____q.00 (27H) 0.00 % TeleCheck TeleCheck Rates & Fees: ❑ Yes X No Inquiry Rate 0.00 % Monthly Minimum Fee (Per Location) $ 0.00 ECA Fee $ 5.00 December Risk Surcharge .10% Statement Processing Fee $ 5.00 ch rgedw a (Onlyhargedwhnentitled with TeleCheck) 5.00 Per TXN Fee $ 0.00 Customer Requested Operator Call Unauthorized Return Fee $ (CROC) $___1_50 (See Agreement for definitions, warranty requirements, and any additional fees.) See Part IV, Section A.3 of the Program Guide for early termination fees. The statements made In this Merchant Processing Application and Agreement are true. Client acknowledges having received and read a copy of the Program Guide (which includes terms and conditions for each of the services, the Your Payments Acceptance Guide, Third Party Agreements and a Confirmation Page), and Merchant Processing Application (consisting of Sections 1-10) as modified from time to time In accordance with the provisions of this Agreement, and agrees to be bound by all provisions as printed therein. Client acknowledges and agrees that we, our Affiliates and our third party subcontractors and/or agents may use automatic telephone dialing systems to contact Client at the telephone number(s) Client has provided in this Merchant Processing Application and Agreement and/or may leave a detailed voice message in the event that Client is unable to be reached, even if the number provided is a cellular or wireless number or if Client has previously registered on a Do Not Call list or requested not to be contacted by Client for solicitation purposes. Client hereby consents to receiving commercial electronic mail messages from us, our Affiliates and our third party sub- contractors and/or agents from time to time. Client further agrees that Client will not accept more than 20% of its card transactions via mail, telephone or Internet order. However, if your Application Is approved based upon contrary information stated In the Provide More Business Data Section above, you are authorized to accept transactions In accordance with the percentages Indicated In that Section. This signature page also serves as the signature page to the Equipment Lease Agreement, and the TeleCheck Solutions Agreement, appearing in the Third Party Section of the Program Guide, if selected, the undersigned Client being the "Lessee" for purposes of such Equipment Lease Agreement and/or "You" and "Your" for the purposes of the TeleCheck Solutions Agreement. By signing below, each of the undersigned authorizes us, our Affiliates and our third party subcontractors and/or agents to verify the information contained in this Application and to request and obtain from any consumer reporting agency and other sources, including bank references, personal and business consumer reports and other information and to disclose such Information amongst each other for any purpose permitted by law. If the Application is approved, each of the undersigned also authorizes us, our Affiliates and our third parry subcontractors and/or agents to obtain subsequent consumer reports and other information from other sources, including bank references, in connection with the review, maintenance, updating, renewal or extension of the Agreement or for any other purpose permitted by law and disclose such Information amongst each other. Each of the undersigned furthermore agrees that all references, Including banks and consumer reporting agencies, may release any and all personal and business credit financial information to us, our Affiliates and our third party subcontractors and/or agents. Each of the undersigned authorizes us, our Affiliates and our third party subcontractors and/or agents to provide amongst each other the information contained in this Merchant Processing Application and Agreement and any information received subsequent thereto from all references, including banks and consumer reporting agencies for any purpose permitted by law. it is our policy to obtain certain Information in order to verify your identity while processing your account application. As part of our approval, processing services, continuing fraud prevention and account review processes, the undersigned consents to the use of Information gathered ongne or that you submit to us, and/or automated electronic computer security screening, by us or our third party vendors. I further acknowledge and agree that I will not use my merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 at seq, as may be amended from time to time, or processing and acceptance of transactions in certain jurisdictions pursuant to 31 CFR Part 500 at seq. and other laws enforced by the Office of Foreign Assets Control (OFAC). Client certifies, under enalties o erju►y, that the federal taxpayer identification number and corresponding filing name provided herein are correct. THIS MERCHANT PRO SSING APPL A ION AND AGREEMENT HAS BEEN EXECUTED ON BEHALF OF AND BY THE AUTHORIZED MANAGEMENT OF CLIENT AS OF THE EFFECTIVE DATE Client's Sual Ineioal: Ifu L.1belowl r1l Print Name:-1-:10r'llie-18 a m Oate: 1 Title: ❑ Pres. ❑ V.P. ❑ Memleei L.L. _1 Owner ❑ Partner Other: X Signature Print Name: Date: Title: '._', Pres. V.P. `. I M—ber L.L.C. 1 Owner ❑ Partner ❑ Other: (Servicers): For First Data Merchant Services LLC and Wells Fargo Bank, N.A., (a member of Visa USA, Inc. and MasterCard International, Inc.) X Signature ___ ACH Debit and Credit Authorization: Client authorizes Its Financial Institution to pay and charge to its account by electronic fund transfer the amount due TeleCheck and/or TRS under this Agreement and to accept all credits and debits made to its account by electronic fund transfer as a result of TeleCheck's and/or TRS' services. This authorization shall remain in effect until thirty days after revoked in writing. X Signature _ _ Print Name/Title: _ Date: Authorized Signature on TeleCheck Account for ACH In exchange for First Data Merchant Services LLC, Wells Fargo Bank, N.A., (a member of Visa USA, Inc. and MasterCard International, Inc.), and TeleCheck Services, Inc. (the Guaranteed Parties) acceptance of, as applicable, the Agreement, and/or the Equipment Lease Agreement, and/or the TeleCheck/TRS Solutions Agreement, the undersigned unconditionally and irrevocably guarantees the full payment and performance of Client's obligations under the foregoing agreements, as applicable, as they now exist or as modified from time to time, whether before or after termination or expiration of such agreements and whether or not the undersigned has received notice of any amendment of such agreements. Tha undersigned waives notice of default by Client and agrees to indemnify the Guaranteed Parties for any and all amounts due from Client under the foregoing agreements. The Guaranteed Parties shall not be required to first proceed against Client to enforce any remedy before proceeding against the undersigned. This is a continuing personal guaranty and shall not be discharged or affected for any reason. The undersigned understands that this is a Personal Guaranty of payment and not of collection and that the Guaranteed Parties are relying upon this Personal Guaranty in entering into the foregoing agreements, as applicable. Signature (Please sign below): Signature (Please sign below): X __. an individual X , an individual GenISOWF2011(ia) CONFIRMATION PAGE PROCESSOR Nam INFORMATION: Address: 1307 Walt Whitman First Data Merchant Services URL: Melville. NY 11747 Customer Service #: 1-800-858-1166 Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor or the contents of your Agreement with TeleCheck.The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked. 1. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by MasterCard, Visa, Discover and PayPal. Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 25 of the Program Guide). 2. We may debit your bank account (also referred to as your Settlement Account) from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or Settlement Account. For a more detailed discussion regarding Chargebacks see Section 14 of the Your Payments Acceptance Guide or see the applicable provisions of the TeleCheck Solutions Agreement. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing or within 30 days of the date of a TeleCheck transaction. S. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 27, 37.3, and 39.10 of the Card General Terms; or Section 17 of the TeleCheck Solutions Agreement. 6. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card Processing General Terms in Section 30, Term; Events of Default and Section 31, Reserve Account; Security Interest), (see TeleCheck Solutions Agreement in Section 7), under certain circumstances. 7. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your business and the signers and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied. B. The Agreement contains a provision that in the event you terminate the Agreement prior to the expiration of your initial three (3) year term, you will be responsible for the payment of an early termination fee as set forth in Part IV, A.3 under "Additional Fee ]nforniation" and Section 16.2 of the TeleCheck Solutions Agreement. 9. If you lease equipment from Processor, it is important that you review Section 1 in Third Party Agreements. Bank is not a party to this Agreement. THIS IS A NON -CANCELABLE LEASE FOR THE FULL TERM INDICATED. 10. Card Organization Disclosure Visa and MasterCard Member Bank Information:Wells Fargo Bank N.A. The Bank's mailing address is P.O. Box 6079, Concord, CA 94524, and its phone number is 1-844-284-6843. Important Member Bank Responsibilities: a) The Bank is the only entity approved to extend acceptance of Visa and MasterCard products directly to a merchant. b) The Bank must be a principal (signer) to the Agreement. c) The Bank is responsible for educating merchants on pertinent Visa and MasterCard rules with which merchants must comply; but this information may be provided to you by Processor. d) The Bank is responsible for and must provide settlement funds to the merchant. e) The Bank is responsible for all funds held in reserve that are derived from settlement. f) The Bank is the ultimate authority should a merchant have any problems with Visa or MasterCard products (however, Processor also will assist you with any such problems). Print Client's Business Legal Name:City of Fayetteville Important Merchant Responsibilities: a) Ensure compliance with Cardholder data security and storage requirements. b) Maintain fraud and Chargebacks below Card Organization thresholds. c) Review and understand the terms of the Merchant Agreement. d) Comply with Card Organization Rules and applicable law and regulations. e) Retain a signed copy of this Disclosure Page. 1) You may download "Visa Regulations" from Visa's website at: littpa://usa.visa.com/suRl?ort/merchant.htm]. g) You may download "MasterCard Regulations" from MasterCard's website at: http://www.mastercard. com /us/merchant /support /rules.html. h) You may download "American Express Merchant Operating Guide" from American Express' website at: www.americanexpress.conrhnerchantopguide. By its signature below, Client acknowledges that it has received the Merchant Processing Application, Program Terms and Conditions [version GenISOWF201 I (ia)] consisting of SO pages [including this Confirmation Page and the applicable Third Party Agreement(s)]. Interchange Qualification Matrix and American Express Program Pricing (version IQM.MVD.S17.1 or ), and Interchange Schedule. Client further acknowledges reading and agreeing to all terms in the Program Terms and Conditions. Upon receipt of a signed facsimile or original of this Confirmation Page by us, Client's Application will be processed. NO ALTERATIONS OR STRIKE -OUTS TO THE PROGRAM TERMS AND CONDITIONS WILL BE ACCEPTED. Client's Bus' ss Principal: Signature (P se sign beVo ): X _ ►�' _LU Title Date ove �Of aVI Please Print Name of Sian GenISOWF2011(ia) Bank Code: Merchant ID: __ _ _ _ _ _ _ _ _ _ _ _ Buypass Merchant #: _ _ _ _ _ _ DBA NAME Par ng ye VI)e.AHt❑❑❑❑❑a❑❑11❑❑❑❑❑❑❑❑❑❑(24characters) GenISOWF2011(ia) GenIS02102(ia) First/ Last Contact Name at Bank: Phone Number: Sarah Sanders 479-527-2653 ABA #: 082900872 DDA #: 0019617280 Sales Support ID: _ _ _ _ Sales Rep. ID #: 4 0 1 2 Print Sales Rep. Name: Michael Mintz HIERARCHY: Bank: 4 9 8 9 8 0 8 4 1 8 8 2 Agent: 4 9 8 9 7 9 8 0 8 8 8 4 RELM Code: ____ Corp.: __ Chain: 4 9 8 1 9 1 0 2 0 8 8 8 Buypass FIID: CLIENT VISITATION ❑ Visit Not Required (Lic. Professional) 1. Zone: XBuslness District J Industrial ❑ Residential 2. Location: Cl Mall J Shopping Area J Isolated XOffice ❑ Apartment ❑ Home ❑ Other: 3. Seasonal: X No ❑ Yes, Mos. in Operation: Mos. Open Between to _ 4. External Facility Description (# of Levels/Floors): ❑ 1 X2-4 ❑ 5-10 ❑ 11 plus 5. Merchant Occupies: ❑ Ground Floor VOther: 6. Remaining Floor(s) Occupied by: Ci Residential XCommercial ❑ Combination 7. Advertising Name Displayed: ❑ Window XDoor O Store Front Comments to Credit Officer (40 Characters): 8. Time Zone (required): CDT 9. Approx. Square Footage: ❑ 0-250 ❑ 251-500 X501-2,000 U 2,001+ 10. # of Employees: 10+ 11.# of Registers: 1 12. Return Policy: XFull Refund ❑ Exchange Only F.7 None 13. Do you have a refund policy for your MC/Visa/ Discover` Network-PayPal/American Express OptBlue° sales? XYes ❑ No If yes, Check one: ❑ Exchange C Store Credit O Refund Cardholder If MC/ Visa /Discover -PayPal/American Express OptBlue° Credit, within how many days do you submit credit transactions? XO -3 J 4-7 J 8-14 J Over 14 days 14. Proper License Visible (Liquor, Tax ID, etc.): XYes ❑ No, explain: 15. Previous Processor: 16. Your Previous Merchant #: 17. Check Reason for Changing: ❑ Rate ❑ Service ❑ Terminated ❑ Other: 18. Do You Have Previous Processor MC/Visa/ Discover/American Express OptSlue" Statements? ❑ Yes ❑ No 19. Are customers required to leave a deposit? ❑ Yes ❑ No If Yes, % of deposit required: Time Frame for Delivery: Days MAIL STATEMENTS I DOCUMENTS Statement Recap Information: (check one) ❑ 01 = Outlet X 02 = Stmt to Bill To/No Recap J 07 = Suppress Stmt (No Stmt) J 08 = Produce Recap, No Stmt ❑ 09 = Bill to Address/Stmt and Recap ❑ 10 = Recap to Bill To/Stmt to Outlet Statement Type: (check one) X Detail ❑// Summary 11-- L Statement Delivery Method: (check one) X E -Mail U Online J Print and Mail Statement E -Mail Address: L K D S G, �e..s k 1 e- �1,4,cvl,-e_ J t 11l� ^ M_ a qp s( ON YOUR BUSINESS ACCOUNT CHECKING STATEMENT ROLLUP: (check one) ❑ O =Each Transfer 0 1 = Debit/Credit Grouped (By Category) ❑ 2 = Net Transfer Amount Only X 3 = Net Transfer EOM Fee Combined PROCESSING INFORMATION 1. Processing mode: VEDC: J ECR 2. Funding will be processed DAILY via: VACH 3. Bank will fund: ❑ Outlet ❑ Head Office 4. # of Plates: Long Short 5. Fire Safety Act: ❑ Yes ❑ No (will be shipped by ISO) 6. Ship Equipment and Welcome Packet to (will be shipped by ISO) (check one): ❑ Outlet ❑ Head Office _1 Other, give mailing information below ❑ No Welcome Packet and Supplies ❑ No Welcome Packet Name: First/Last Contact Name: Address: City: State: Zip: Comments: (NOTE: Completing the Comments field will result in a 48 hour terminal programming delay) Mail / Telephone Order / Business to Business / Internet Information (All Questions must be Answered) 1. What % of total sales represent business to business (vs business to consumer): Business to Business % + Business to Consumer % = 1009% (total sales) 2. What % of bankcard sales represent business to business (vs business to consumer): Business to Business % + Business to Consumer % = 100% (bankcard sales) 3. What is the time frame from transaction to delivery? (% of orders delivered in): 0-7 days % + 8-14 days % + 15-30 days % + over 30 days % = 1000% 4. MC/Visa /Discover -PayPal/American Express OptBlue` sales are deposited (check one): ❑ Date of order ❑ Date of delivery ❑ Other (specify): 5. Who performs product / service fulfillment? ❑ Direct ❑ Vendor ❑ Other if vendor, add: Name Phone Address City State Zip Please describe how the transaction works, from order taking to merchant fulfillment (attach additional sheet if necessary): 6. Does any of your cardholder billing involve automatic renewals or recurring transactions (i.e., cardholder authorizes initial sale only)? 17 Yes ❑ No MERCHANT PROCESSING APPLICATION AND AGREEMENT (Page-7of 7) DBA Name: Parking Fayetteville, AR Merchant ID: ---_-- GenISOWF2011(ia GenIS02102 is 7. Additional Terminal Features: (Check all that apply to ensure timely terminal programming) ❑ Auto Settle Time hh ET ❑ QSR-CR/SMT (Convenience/Small Ticket) ❑ Verity Amount Prompt Terminal Features: (Cont'd) (military) ❑ QSR Print Option ❑ Partial Approval Key Password F-1BarTab Disable or Protect Invoice Number L? Clerk/Server Entry ri Purchase w/Balance Return Credits ❑ ❑ 1-1 Debit Cash Back ❑ Multi -Trans (PGReglster/software only) ❑ Standalone Balance Inquiry Voids ❑ ❑ Delayed Ship Date: ❑ No Server/Ticket ID f l Other: Forces ❑ ❑ ❑ Dial Prefix: ❑ Dial 9 ❑ Other: ❑ Remove Room # Prompt ❑Dial Suffix: ❑Remove Ticket #Prompt Reviews ❑ 13 ❑ E -Commerce f_, Retail Gas Pfd' Bal/Settle ❑ ❑ ❑ If IP ❑Retail With Tip Ell DES Encryption Auth Only y ❑ F1(Gist Current Provider) E -Mail Address: ❑ Ship Method (Overnight) ❑ DUKPT Reports ❑ ❑ parking@fayetteville•ar.gov Ci Tip % Option ❑ Access Code # Tip Adjustment ❑ ❑ Comments: (NOTE: Completing the Comments field will result in a 48 hour terminal programming delay) Mail / Telephone Order / Business to Business / Internet Information (All Questions must be Answered) 1. What % of total sales represent business to business (vs business to consumer): Business to Business % + Business to Consumer % = 1009% (total sales) 2. What % of bankcard sales represent business to business (vs business to consumer): Business to Business % + Business to Consumer % = 100% (bankcard sales) 3. What is the time frame from transaction to delivery? (% of orders delivered in): 0-7 days % + 8-14 days % + 15-30 days % + over 30 days % = 1000% 4. MC/Visa /Discover -PayPal/American Express OptBlue` sales are deposited (check one): ❑ Date of order ❑ Date of delivery ❑ Other (specify): 5. Who performs product / service fulfillment? ❑ Direct ❑ Vendor ❑ Other if vendor, add: Name Phone Address City State Zip Please describe how the transaction works, from order taking to merchant fulfillment (attach additional sheet if necessary): 6. Does any of your cardholder billing involve automatic renewals or recurring transactions (i.e., cardholder authorizes initial sale only)? 17 Yes ❑ No Branson, Lisa From: Macedo, Keith Sent: Wednesday, July 03, 2019 5:45 PM To: Branson, Lisa Subject: First Merchant Data Services Legistar I just uploaded a new attachment for the First Merchant Data Services Legistar item that has the 2 required signatures blocks highlighted. I was not able to obtain a signed copy from the vendor. This was their response: Unfortunately, there is no way for me to get the agreement signed by First Data. In 10 years that has never been asked of us. All 120+ Cities we are working with are working under this same merchant account application. Happy to discuss next week if you would like. Regards, Michael Keith Macedo, CGCIO Information Technology Director City of Fayetteville, Arkansas kmacedo(c)favetteville-ar.00v T 479.575.8320 1 M 479-601-2076 www.favetteville-ar.gov