14-R-33 - TouchPay Holdings, LP (Kiosk Payment Equipment)RESOLUTION NO. 14 -R -33
A RESOLUTION BY THE CITY COUNCIL OF THE -CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AGREEMENT WITH
TOUCHPAY HOLDINGS, LP FOR INSTALLATION OF EQUIPMENT
AND SOFTWARE PROGRAMS FOR A FREE- STANDING PAYMENT
KIOSK FOR CITY OF SCHERTZ PAYMENTS
WHEREAS, the City staff of the City of Schertz (the "City ") has recommended that the
City enter into a no cost Agreement with TouchPay Holdings, LP, relating to the implementation
of a kiosk for City of Schertz payments; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with TouchPay Holdings, LP pursuant to the Master Services Agreement attached
hereto as Exhibit A (the "Agreement').
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with TouchPay Holdings, LP in substantially the form set forth on
Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
50494755.1
PASSED AND ADOPTED, this 151 day of April, 2014.
CITY O TEXAS
ichael R. Carpenter, Mayor
ATTEST:
renda Dennis, City Secre ary
(CITY SEAL)
50494755.1
EXHIBIT A
MASTER SERVICES AGREEMENT
50494755.1 A -1
Master Services Agreement
This Master Services Agreement ( "Agreement ") is by and between City of Schertz (hereinafter
"City of Schertz "), and TouchPay Holdings, LP, a Texas Limited Partnership, whose address is 7801
Mesquite Bend Drive, Irving, Texas 75063 (hereinafter "TPH "). CITY OF SCHERTZ and TPH maybe
referred to in this Agreement individually as a "Party" and collectively as the 'Parties."
RECITALS
WHEREAS, the Parties wish to enter into an Agreement for TPH to provide the herein defined
Services for CffY OF SCHERTZ;
WHEREAS, TPH represents that it is a duly qualified service provider, experienced in the
installation and operation of equipment and software programs for payment and deposit systems and other
related services which will benefit users by providing certain deposit and transfer options through the
facilitation of electronic deposits into a government accounts via the internet, telephone, free - standing
payment kiosks and retail locations; and
WHEREAS, CITY OF SCHERTZ wishes to implement and make available the proposed services
for its benefit and that of its Senders.
NOW, THEREFORE, hi consideration of the foregoing recitals and the mutual covenants
contained herein, the patties hereto agree as follows:
PURPOSE. To accept and remit payments from the Sender (herein "Sender" shall mean the
depositor of a payment funds into a specified account) for the purpose of transferring payments from such
Sender into an account on behalf of CITY OF SCHERTZ, and for automated reporting according to
Exhibit A (the "Scope of Work ") to this Agreement, attached hereto and made a part hereof.
FEES. TPH shall receive fees from the Sender for the Services according to die Fee Schedule
attached hereto as Exhibit B.
REMITTANCE, For all services and provisions designated in Exhibit A, TPH agrees to transfer
all fund amounts, including all cash and all approved credit/debit payments deposited, into the appropriate
CITY OF SCHERTZ accounts in the designated system, and be immediately available. TPH will initiate an
Automated Clearing House ( "ACH ") credit to CITY OF SCHERTZ 's designated bank account within
ninety -six (96) horn's after the deposits are authorized and accepted by TPH.
TERM. The term of this Agreement shall commence on the Effective Date and continue thereafter
for t)ttrt5 saX (3. N mpntlts from the Effective Date, unless terminated earlier in accordance with the
provisions of the TERMINATION section below.
TERMINATION. This Agreement may be terminated under the following conditions:
a) Termination Without Cause. Notwithstanding any other provision of this Agreement, at
any time and without cause, either party shall have the right, in its sole discretion, to terminate this
Agreement by giving ninety (90) days written notice to the other party.
b) Termination for Cause. Notwithstanding any other provision of this Agreement, should
TPH fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or
otherwise violate any of the terms of this Agreement, CITY OF SCHERTZ may immediately terminate this
Agreement, if such breach is not cured within thirty (30) days, by giving TPH written notice of such
termination, stating the reason for termination.
RIGHTS UPON TERMINATION. Upon termination of this Agreement for any reason, each
party shall cooperate in good faith to transition services and resolve outstanding accounts. Title to any and
all hardware provided by TPH for the purpose of providing the Services shall remain solely with TPH.
Upon termination of this Agreement, all hardware shall be the exclusive property of TPH and will promptly
be retuned to same.
PAYMENTS.
a) Payments into Sender Accounts: For all services designated in Exhibit "A," TPH
guarantees that all fund amounts, including all cash and all approved credit/debit payments accepted for the
benefit of Sender, the transaction order shall be transferred in real time into the appropriate accounts in the
designated system. TPH shall electronically transfer said funds through an automated clearinghouse (ACH)
or similar banking system, into the CITY OF SCHERTZ 's designated banking account within ninety-six
(96) hours after the payment is authorized and accepted by TPH. TPH will monitor all transactions and take
appropriate actions to prevent fraudulent transactions. Any chargebacks received will be the responsibility
of CITY OF SCHERTZ.
b) Fees to TPH. For all services and incidental costs designated in Exhibit "A" and
Exhibit "B ", TPH shall be paid in accordance with the rates and procedures set forth in Exhibit `B ",
attached hereto and incorporated herein by this reference.
GOVERNING LAW AND VENUE. This agreement shall be governed by and construed in
accordance with the laws of the State of Texas. The Parties agree that the proper venue for any litigation
arising out of this agreement shall be Guadalupe County, Texas.
NOTICES. All notices given under this Agreement must be in writing and personally delivered, or
mailed first class, or sent by FAX to the addresses specified below, or to such other addresses as either
party may provide to the other by written notice from time to time. Mailed notices are effective two (2)
Banking Days after mailed; notice by personal delivery, courier, or FAX is effective when received.
To City of Schertz:
1400 Schertz Parkway
Schertz, Texas 78154
To TPH: TouchPay Holdings, LP
7801 Mesquite Bend Drive 4101
Irving, Texas 75063
Attn: Daniel B. Burgess
Fax: 972 -506 -8783
COMPLAINTS. TPH shall be responsible for responding to and resolving all claims, inquiries, or
complaints arising out of the acceptance and remittance of payments. CITY OF SCHERTZ shall be
responsible for resolving any and all claims, inquiries, or complaints arising out of the application of
payments to accounts. The parties agree to cooperate with each other in resolving complaints.
REPRESENTATIONS AND WARRANTIES. CITY OF SCHERTZ and TPH each warrant and
represent that entering into this Agreement is not a breach of any other agreement and the party signing
below has all necessary authority to execute this Agreement.
U-111
FORCE MAJEURE. Neither party hereto shall be in default of its obligations hereunder to the
extent that the performance of any such obligation is prevented or delayed by war, insurrection, fire, flood,
riot, acts of terrorism, strikes, acts of God, telecommunications failures or errors, systematic internet
failure, including by not limited to interruptions by service providers, or any similar event or circumstance
not caused, in whole or in part, by such party, and which is beyond the reasonable control of such party.
This Agreement, including Exhibits A and B, constitutes the entire agreement between the parties
as to its subject matter and supersedes all prior negotiations, agreements, and understandings with respect
thereto. This Agreement may be amended only by a writing duly executed by both Parties.
7
EXECUTED THIS DAY OF 20,3( "Effective Date ").
IN `VITNESS WHEREOF, the parties have executed this Agreement, including the Exhibits hereto,
by their respective, duly authorized representatives as of the Effective Date above.
TOUCHPAY HOLDINGS, LLC CITY OF SCHERTZ , INC
by: TouchPay GenPar, LLC,
a Texas limited liability company,
its Manager
a> 1 R �
1 =� 1� +(�
TITLE: TFTLE:
DATE: i rr DATE
�Rkoj
-L
EXHIBIT A
Scope of Work
TPH will provide a premise -based proprietary Payment Kiosk and Interactive Voice Response
System ( "IW') for the processing of certain payment - related services, as set forth herein, which would
enable TPH to accept payments from Senders for the purpose of transferring payments from such Sender to
CITY OF SCHERTZ
PROVISIONS OF PAYMENT - RELATED SERVICES
Systems Interface. TPH and CITY OF SCHERTZ (or through their banking system provider) will
establish a systems interface that allows for processing of payments directly between the proprietary
systems of CITY OF SCHERTZ and TPH. CITY OF SCHERTZ and TPH shall each bear their own
costs to affect the systems interface and confidentiality provisions contained in this Agreement shall
apply.
2. Instructions to Sender(s). CITY OF SCHERTZ will provide TPH a fist of payment types as well as
the payment amount for each transaction type. For each payment type CITY OF SCHERTZ and TPH
will instruct Sender(s) to provide TPH with the following: a) the account type b) payment account
number to which payment is to be credited and c) the sender's full name and address, and d) the
payment limits for each transaction type. TPH will use our default parameters unless CITY OF
SCHERTZ specifies unique requirements
3. Kiosk. Prior to the installation of any hardware that may be necessary for the payment and/or card
services, CITY OF SCHERTZ shall provide TPH with information regarding the location on CITY OF
SCHERTZ premises where the Kiosk shall be located. CITY OF SCHERTZ shall prepare the site for
the kiosk(s), according to TPH's reasonable instructions. Power and Internet connections are CITY OF
SCHERTZ s sole responsibility.
4. Promotion. TPH and CITY OF SCHERTZ shall work together to promote the TPH service. CITY OF
SCHERTZ agrees to make its Senders aware of the TPH product through its website and other mutually
agreeable means of advertising. TPH will be allowed to distribute marketing material and promotional
material to CITY OF SCHERTZ as well as provide a reference link ( "link ") from CITY OF SCHERTZ's
website to the URL designated by TPH for the sole purpose of promoting the Service.
5. Title. Title to all hardware provided by TPH for the purpose of providing payment services shall
remain solely that of TPH. Within 30 days of the termination of this agreement or within 30 days of
receiving notice from CITY OF SCHERTZ of a termination of this agreement, TPH shall, at its own
expense, remove all of its hardware fiom CITY OF SCHERTZ 's premises.
6. Risk of Loss. TPH shall bear all risk of loss or damage to the hardware. CITY OF SCHERTZ shall not
be liable for any loss or damage to the hardware. TPH shall repair or replace a defective hardware
upon notice of such failure to TPH at the phone number or address designated for notice in the
Agreement.
�,
EXHIBI"i' B
Transaction Pricing to CITY OF SCHERTZ
This Exhibit provides for the pricing terms under which TPH will provide a certain Payment Services to the
Sender of CITY OF SCHERTZ. TPH shall charge and the Sender shall compensate TPH for all services as
provided herein under the below fee structure.
1. Pricine Structure: CITY OF SCHERTZ understands and acknowledges that TPH will
charge the Sender a fee for the following order types as follows:
Payment Type 1
a. For each transaction, TPH will charge the Sender a tiered "Base" fee of:
Deposit Amount Base Fee
$0.00 to $100.00 $3.00
Each Incremental $100 $3.00
b. For each credit card/debit card transaction, TPH will charge the Sender $3.00 (a) plus 3% of the
face amount of each transaction. The additional fee for each transaction is for costs that include account
set -up, bookkeeping, customer service, call center operations, the automation and handling of data and all
related processes.
2. Price Revisions: The fees charged to Senders will be reviewed on an annual basis to
determine market based competitiveness and will be subject to change at TPH's sole discretion. No price
increase shall take place without written notice and consultation with CITY OF SCHERTZ at least 30 days
prior to the intended rate increase.
IR