R21-127 1 RESOLUTION NO. R21-127
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING AND AUTHORIZING THE CITY MANAGER TO
5 SIGN A PAYMENT PROCESSING AGREEMENT WITH CSG
6 FORTE PAYMENTS, INC. TO SERVE AS THE PAYMENT
7 GATEWAY FOR COLLECTING ON-LINE PAYMENTS
8 THROUGH SAGESGOV FOR DEVELOPMENT DEPARTMENT
9 PERMITTING SERVICES; AND PROVIDING AN EFFECTIVE
10 DATE.
11
12 WHEREAS, as part of the Development Services e-permitting project with SagesGov, staff
13 recommends utilizing CSG Forte Payments, Inc. ("Forte") as the payment gateway for permitting
14 payments; and
15 WHEREAS,as part of the SagesGov phase II implementation,this payment gateway integration
16 will completely automate the permitting process and will make the entire process more user-friendly for
17 both our customers and staff; and
18 WHEREAS, the City Commission of the City of Boynton Beach upon recommendation
19 of staff, deems it to be in the best interest of the citizens of the City of Boynton Beach to
20 approve and authorize the City Manager to sign a Payment Processing Agreement with CSG Forte
21 Payments, Inc. to serve as the payment gateway for collecting on-line payments through SagesGov for
22 Development Department permitting services.
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
24 BOYNTON BEACH, FLORIDA, THAT:
25 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
26 being true and correct and are hereby made a specific part of this Resolution upon adoption.
27 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
28 approves and authorizes the City Manager to sign a Payment Processing Agreement with CSG Forte
29 Payments, Inc. to serve as the payment gateway for collecting on-line payments through SagesGov for
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30 Development Department permitting services. A copy of the Agreement is attached hereto and
31 incorporated herein as Exhibit "A".
32 Section 3. That this Resolution shall become effective immediately.
33 PASSED AND ADOPTED this 21st day of September, 2021.
34 CITY OF BOYNTON BEACH, FLORIDA
35 YES NO
36
37 Mayor—Steven B. Grant
38
39 Vice Mayor—Woodrow L. Hay
40
41 Commissioner—Justin Katz ✓
42
43 Commissioner— Christina L. Romelus
44
45 Commissioner—Ty Penserga LV-
46
47 VOTE 5 0
48 ATTEST:
50
51 Cr stal Gibson, MMC
52 City Clerk
53
54
55 (Corporate Seal)
•
•
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R21-127
PAYMENT PROCESSING AGREEMENT
This Payment Processing Agreement("Agreement"), including all applicable appendices and addendums hereto,
is entered into as of the date last signed below(the"Effective Date")by and between CSG Forte Payments,Inc.
("FORTE"or"Party"), a Delaware corporation,and City of Boynton Beach("AGENCY"or"Party"or
"Merchant"). FORTE and its affiliates provide payment processing and related services including but not limited
to Automated Clearing House("ACH"),credit and debit card processing,account verification and customer
identification(collectively and individually,as applicable,the"Services")to AGENCY who provides services
to,or otherwise has a business relationship with,individuals and other entities("Constituents").
1. GENERAL
The Agreement shall consist of these terms and conditions,each of the Appendices attached hereto if applicable,
and all modifications and amendments thereto. Under the terms of the Agreement,AGENCY will be furnished
with the products and services described in the Agreement and attached Appendices,which are selected by
Agency and approved by FORTE. For any terms herein that are specifically applicable to any particular product
or service offered by FORTE,only the terms and conditions that apply to the specific Service(s)requested by
Agency at any given time shall apply.
2. USAGE
2.1 Subject to the terms and conditions of this Agreement,FORTE hereby grants to AGENCY a non-
exclusive and non-transferable license to access and use FORTE's products and services contracted for and
AGENCY hereby accepts such license and agrees to utilize and access the Services in accordance with the
practices and procedures established by FORTE. AGENCY may use the Services(a)for its own internal
business purposes and operations,and/or(b)as a service provided to its Constituents,unless otherwise notified by
FORTE. No license or right to use,reproduce,translate,rearrange,modify,enhance,display,sell,lease,
sublicense or otherwise distribute,transfer or dispose of any of FORTE's Proprietary Property,as defined in
Section 3 below,in whole or in part,is granted except as expressly provided by this Agreement.Neither
AGENCY nor any of its affiliates shall reverse engineer,decompile or disassemble the Proprietary Property.
Additionally,nothing in this Agreement shall be construed to provide AGENCY with a license of any third-party
proprietary information or property.
2.2 AGENCY shall ensure that its Users comply with all applicable requirements of this Agreement.
AGENCY is responsible for protecting the confidentiality of any and all passwords and credentials provided to
AGENCY by FORTE for the purpose of utilizing the Services or other forms of access to AGENCY's accounts
with FORTE.AGENCY is responsible for the security of its systems,locations and equipment used in
processing transactions under this Agreement and for developing security procedures and training its employees
on the procedures.AGENCY expressly assumes responsibility for the acts or omissions of all Users on its
account(s)with FORTE,and for User access to FORTE's systems either directly or through software.
3. OWNERSHIP
All computer programs,trademarks,service marks,patents,copyrights,trade secrets,know-how,and other
proprietary rights in or related to FORTE's products and services(the"Proprietary Property"),are and will remain
the sole and exclusive property of FORTE,whether or not specifically recognized or perfected under applicable
law. FORTE shall own all rights,title and interest,including all intellectual property rights,in and to any
improvements to the existing FORTE products or services and/or any new programs,upgrades,modifications or
enhancements developed by FORTE in connection with rendering any services to AGENCY(or any of its
affiliates),even when refinements and improvements result from AGENCY's request.To the extent,if any,that
ownership in such refinements and improvements does not automatically vest in FORTE by virtue of this
Agreement or otherwise,AGENCY hereby expressly transfers and assigns(and, if applicable,shall cause its
affiliates to transfer and assign)to FORTE all rights,title,and interest which AGENCY or any of its affiliates
may have in and to such refinements and improvements. All reference to any of FORTE's service marks,
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the requirements,including periodic updates thereto,as provided at http://www.forte.net/trademark.
4. CONFIDENTIALITY
The Parties acknowledge that,by virtue of this Agreement,each has been and will continue to be entrusted with
certain Confidential Information(as defined in Appendix A)pertaining to the other's business,including but not
limited to proprietary information developed by,acquired by,or licensed to each Party. Each Party agrees that,
except to the extent and in the manner necessary to perform its duties hereunder,it will not disclose to others or
use for its own benefit any Confidential Information of the other Party and it will hold all Proprietary Property as
defined herein confidential in perpetuity.
Additionally,in the course of providing and receiving the Services,each Party acknowledges that it may receive
or have access to information which can be used to identify an individual consumer(including,without
limitation,names, signatures,addresses,telephone numbers,e-mail addresses,payment history,and other unique
identifiers)("Personal Information").As such,each Party shall:(i)keep all Personal Information in strict
confidence,with the degree of care necessary to avoid unauthorized access,use or disclosure;(ii)use Personal
Information solely and exclusively for the purposes provided in this Agreement;(iii)implement administrative,
physical and technical safeguards to protect Personal Information that are at least as rigorous as accepted
industry practices;(iv)as applicable,have in place a program that complies with applicable legal requirements
regarding Personal Information.
Except with respect to Personal Information,this section will not apply to Confidential Information that(i)was
already available to the public at the time of disclosure,(ii)becomes generally known to the public after
disclosure to the other party,through no fault of the other party,(iii)is disclosed under force of law,
governmental regulation or court order,(iv)is required to be disclosed by a banking partner,an Acquirer or an
applicable Payment Association.
5. TERM AND TERMINATION
5.1 Term. This Agreement shall have an initial term of five(5)years. Thereafter,this Agreement will
automatically renew for additional one(1)year terms unless either Party provides thirty(30)days' prior written
notice of termination to the other Party.
5.2 Exclusivity. During the term of this Agreement,AGENCY shall use FORTE as its exclusive provider of
all Services.
5.3 Termination. In the event of a material breach of this Agreement by one Party and failure to cure within
thirty(30)days of receipt of written notice of the breach,the other Party may terminate immediately by providing
written notice of termination. Additionally,FORTE may immediately terminate this Agreement without prior
notice in the event that(i)there is a material adverse change to AGENCY or its financial condition;or(ii)
AGENCY experiences excessive chargebacks;or(iii)AGENCY experiences an actual or suspected data security
breach;or(iv)AGENCY violates any applicable Law,Rule or Regulation;or(v)if FORTE is instructed to
terminate by Financial Institution,Acquirer or Payment Association.
6. TRANSACTION PROCESSING
6.1 Accepting Transactions.FORTE shall process Credit Card,Debit Card and ACH Transactions on the
AGENCY's behalf on a 24-hour basis.Transactions which are received before the daily designated cut-off time
will be originated for settlement through the corresponding Payment Network. Transactions which are received
after the designated cut-off time will be included in the next business day's settlement processing.
6.1.1 Sale Transactions. If a Transaction is sent to FORTE as a sale of goods or services,it will
automatically be captured for settlement in time for the next designated cut-off time.
6.1.2 Auth/Capture Transactions. If a Transaction is sent to FORTE for authorization only or for
delayed processing,then it will be the responsibility of AGENCY to submit a corresponding
"capture"Transaction within 48 hours of the authorization in order to complete the Transaction
process for settlement. Transactions which are not captured within 48 hours of Authorization are
untimely and may be rejected by FORTE.
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6.2 Transaction Format. FORTE is responsible only for processing Transactions which are received and
approved by FORTE in the proper format,as established by FORTE.
6.2.1 Card Not Present Transactions. For card-based transactions in which the card is not present,
AGENCY must obtain and include as part of the authorization request the 3 or 4 digit Validation
Code and cardholder's billing address information.
6.3 AGENCY Account. In order to provide transaction processing services,FORTE may need to establish
one or more service accounts on AGENCY's behalf or require AGENCY to establish a service account with a
third party provider sub-contracting with FORTE.
6.4 Limited-Acceptance Agency. If appropriately indicated on AGENCY's application attached hereto,
AGENCY may be a Limited-Acceptance Agency,which means that AGENCY has elected to accept only certain
Visa and MasterCard card types(i.e., consumer credit,consumer debit,and commercial cards)and must display
appropriate signage to indicate the same. FORTE and its associated credit card acquirer have no obligation other
than those expressly provided under the Payment Association Operating Regulations and applicable law as they
may relate to limited acceptance.AGENCY,and not FORTE or Acquirer,will be solely responsible for the
implementation of its decision for limited acceptance,including but not limited to policing the card type(s)
accepted at the point of sale.
6.5 Bona Fide Sales. AGENCY shall only complete sales transactions produced as the direct result of bona
fide sales made by AGENCY to cardholders,and is expressly prohibited from processing,factoring, laundering,
offering,and/or presenting sales transactions which are produced as a result of sales made by any person or
entity other than AGENCY,or for purposes related to financing terrorist activities.
6.6 Setting Limits on Transaction Amount. AGENCY may set a minimum transaction amount to accept a
card that provides access to a credit account,under the following conditions: i)the minimum transaction amount
does not differentiate between card issuers; ii)the minimum transaction amount does not differentiate between
MasterCard,Visa,or any other acceptance brand;and iii)the minimum transaction amount does not exceed ten
dollars(or any higher amount established by the Federal Reserve). AGENCY may set a maximum transaction
amount to accept a card that provides access to a credit account,under the following conditions: AGENCY is a i)
department,agency or instrumentality of the U.S.government;ii)corporation owned or controlled by the U.S.
government;or iii)agency whose primary business is reflected by one of the following MCCs: 8220,8244,8249
—Schools,Trade or Vocational;and the maximum transaction amount does not differentiate between
MasterCard,Visa,or any other acceptance brand.
6.7 Modifying Transactions.AGENCY shall regularly and promptly review all Transactions and shall
immediately notify FORTE upon discovery of any and all discrepancies between the records of AGENCY
compared with those provided by FORTE or AGENCY's bank, or with respect to any Transaction that
AGENCY believes was made erroneously or without proper authorization. At AGENCY's request, FORTE will
make commercially reasonable efforts to reverse,modify,void or delete a Transaction after it has been submitted
for settlement. All requests must be made in writing(electronic mail will be deemed as"in writing"for these
purposes),signed or sent by an individual pre-authorized by AGENCY to make such requests,and delivered to
FORTE. AGENCY agrees that FORTE will not be held responsible for any losses,directly or indirectly,incurred
by AGENCY or other third parties as a result of FORTE's failure to accomplish the request before the
Transaction has been processed through the applicable Payment Network.
6.8 Delay or Rejection of Transactions. FORTE may delay or reject any Transaction without prior
notification to AGENCY which is improperly formatted,is untimely,is missing information,which may cause it
to downgrade or if FORTE has reason to believe such Transaction is fraudulent or improperly authorized or for
any reason permitted or required under the Rules or Regulations. FORTE shall have no liability to AGENCY by
reason of the rejection of any such Transaction.
6.9 Returned Items. FORTE shall make available to AGENCY details related to the receipt of any
Transaction that is returned unpaid or Transaction which is charged back and shall credit or charge such returned
item to AGENCY's Settlement Account.
6.10 Chargebacks. AGENCY acknowledges and agrees that it is bound by the Rules and Regulations of the
Payment Associations with respect to any Chargeback. AGENCY understands that obtaining an authorization for
any sale shall not constitute a guarantee of payment, and such sales can be returned or charged back to AGENCY
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like any other item hereunder. In the event a Transaction is charged back,for any reason,the amount of such
Transaction will be deducted from AGENCY's designated Settlement Account or any payment due to AGENCY.
6.11 Excessive Chargebacks. Using limits established by Associations as a standard for review,FORTE
reserves the right to suspend and/or terminate AGENCY's access to the Services should AGENCY's chargeback
ratio exceed allowable limits in any given period. FORTE will make reasonable efforts to provide AGENCY with
notice and a time to cure its excessive chargebacks prior to suspending or terminating AGENCY's access to the
Services. AGENCY acknowledges and expressly authorizes FORTE,in compliance with Payment Association
Rules and Regulations,to provide to the Payment Associations and applicable regulatory bodies,AGENCY's
name and contact information as well as transaction details should AGENCY's chargeback ratio exceed the
allowable limits in any given period.
6.12 Resubmitting Transactions. AGENCY shall not re-submit any Transaction unless it is returned as(i)
Insufficient funds(RO1);or(ii)Uncollected funds(R09);or unless a new authorization is obtained from
Constituent.
6.13 Settlement. Settlement of AGENCY's funds for Transactions,less any Chargebacks or Returns,to
AGENCY's designated Settlement Account will occur within 72 hours of origination excluding weekends and
US federal banking holidays. Settlement of Transactions will occur via electronic funds transfer over the ACH
Network. Upon receipt of Agency's sales data for card transactions through FORTE's Services,Acquirer will
process AGENCY's sales data to facilitate the funds transfer between the various Payment Associations and
AGENCY. After Acquirer receives credit for such sales data,Acquirer will fund AGENCY,either directly to
the AGENCY-Owned Designated Account or through FORTE to an account designated by FORTE("FORTE
Designated Account"),at Acquirer's sole option,for such card transactions. AGENCY agrees that the deposit of
funds to the FORTE Designated Account shall discharge Acquirer of its settlement obligation to AGENCY,and
that any dispute regarding the receipt or amount of settlement shall be between FORTE and AGENCY.Acquirer
will debit the FORTE Designated Account for funds owed to Acquirer as a result of the Services provided
hereunder,unless an Agency-owned account is otherwise designated by AGENCY. Further,if a cardholder
disputes a Transaction,if a Transaction is charged back for any reason,or if FORTE or Acquirer reasonably
believe a Transaction is unauthorized or otherwise unacceptable,the amount of such Transaction may be charged
back and debited from AGENCY if settled to an Agency-owned account or debited from the FORTE Designated
Account if settled to that account.
6.14 Provisional and Final Payment. AGENCY,AGENCY's third party senders(if applicable), and/or
AGENCY's agent(s)understand and agree that Entries may be transmitted through the ACH Network,that
payment of an Entry by the RDFI to the Receiver is provisional until receipt by the RDFI of final settlement for
such Entry,and that if such settlement is not received,then the RDFI will be entitled to a refund from the
Receiver of the amount credited and AGENCY will not be deemed to have paid the Receiver the amount of the
Entry.The rights and obligations of AGENCY concerning the Entry are governed by and construed in
accordance with the laws of the state in which the processing ODFI is located,unless AGENCY and FORTE
have agreed that the laws of another jurisdiction govern their rights and obligations.
6.15 Reporting. FORTE will make daily origination and deposit reports available to AGENCY on a 24/7 basis
through the Internet-based FORTE platform.
7. TRANSACTION AUTHORIZATION
7.1 Constituent Authorization.AGENCY shall obtain authorization from Constituent prior to requesting a
Transaction to or from Constituent's account.
7.2 Retention. AGENCY shall retain proof of Constituent's authorization for a period of not less than two(2)
years for standard Transactions and for a period of five(5)years for health-related Transactions from the
authorization date or revocation of authorization date and shall provide such proof of authorization to FORTE
upon request within five(5)business days of the request.
7.3 Revoked Authorization.AGENCY shall cease initiating Transactions to or from a Constituent's account
immediately upon receipt of any actual or constructive notice of that Constituent's termination or revocation of
authorization. AGENCY may re-initiate Transactions to or from a Constituent's account only upon receiving
new authorization from the Constituent.
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new authorization from the Constituent.
8. AGENCY PROHIBITIONS
AGENCY must not i)require a cardholder to complete a postcard or similar device that includes the cardholder's
account number,card expiration date,signature,or any other card account data in plain view when mailed,ii)
add any tax to Transactions,unless applicable law expressly requires that AGENCY impose a tax(any tax
amount,if allowed,must be included in the Transaction amount and not collected separately), iii)request or use
an account number for any purpose other than as payment for its goods or services,iv)disburse funds in the form
of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services
from AGENCY,v)disburse funds in the form of cash unless AGENCY is dispensing funds in the form of
travelers checks,TravelMoney cards,or foreign currency(in such case,the Transaction amount is limited to the
value of the travelers checks,TravelMoney cards,or foreign currency,plus any commission or fee charged by
AGENCY),or AGENCY is participating in a cash back service,vi)submit any Transaction receipt for a
Transaction that was previously charged back to the Acquirer and subsequently returned to AGENCY,
irrespective of cardholder approval,vii)accept a Visa consumer credit card or commercial Visa product issued
by a U.S. issuer to collect or refinance an existing debt that has been deemed uncollectable by AGENCY,or ix)
submit a Transaction that represents collection of a dishonored check.AGENCY further agrees that,under no
circumstance,will AGENCY store cardholder data in violation of the Laws or the operating regulations of any
Payment Association including but not limited to the storage of track-2 data.Neither AGENCY nor its agent
shall retain or store magnetic-stripe data subsequent to the authorization of a sales Transaction.
9. AUTHORIZATION
9.1 ACH Authorization. AGENCY authorizes FORTE to electronically debit and credit AGENCY's
designated bank account(s)for any amounts owed to or by AGENCY in accordance with the terms of this
Agreement.
9.2 Third Party Service Provider. If AGENCY uses the Services through or in conjunction with a third
party service provider that is not a party to this Agreement,AGENCY authorizes FORTE to provide Sages
Networks. Inc.("Partner")with its FORTE merchant account information and credentials. If applicable,
AGENCY authorizes Partner to originate Transactions and receive the corresponding results on its behalf.
10. CONSTITUENT DISPUTES
All disputes between AGENCY and its Constituent(s)relating to any Transaction processed under this
Agreement will be settled by and between AGENCY and Constituent. AGENCY agrees that FORTE bears no
responsibility or involvement in any such dispute.
11. COMPLIANCE WITH LAWS,RULES AND REGULATIONS
In performing its duties under this Agreement,each Party agrees to comply with all applicable Rules,Regulations
and Laws,including but not limited to all confidentiality and security requirements of the USA Patriot Act(or
similar law,rule or regulation),all Rules of any applicable Payment Associations,all requirements under the
Payment Card Industry Data Security Standard(or similar applicable data security law,rule or regulation)
including but not limited to the VISA Cardholder Information Security Program,the MasterCard Site Data
Protection Program,and any other program or requirement that may be published and/or mandated by the
Associations. Each Party agrees to cooperate and provide information reasonably requested by the other to
facilitate its compliance with any applicable Law,Rule or Regulation. Additionally,should a Payment
Association or regulatory body impose a fee or fine on AGENCY for any violation of the Rules or Laws by
AGENCY,such fee or fine may be charged to FORTE as a pass-through to AGENCY. If any such fee or fine is
charged to FORTE,AGENCY shall reimburse FORTE for any such fees or fines.
12. PRICING AND PAYMENT
12.1 FORTE will provide the Services in accordance with the fees listed on the Pricing Fee Schedule attached
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monthly in arrears and will automatically be debited from AGENCY's designated account via ACH Debit.
Pricing which utilizes a Service Fee Model will result in a processing fee being charged to the Constituent in the
form of a non-refundable service fee which is either(i)added to; or(ii)charged as a separate transaction to the
Constituent at the time of payment.
12.2 Pricing which utilizes a flat service fee model are calculated based on historical or estimated transactional
amount activity by AGENCY. In the event that experiential transaction activity varies significantly from the
historical or estimated amounts,FORTE shall have the right to adjust the service fee in accordance to the
experiential transaction activity.
12.3 FORTE's pricing is subject to the underlying fees established by the Payment Associations and its service
providers. As such,in the event FORTE experiences an increase in cost for any processing services utilized by
AGENCY during any term of this Agreement,FORTE will pass through the increases with no additional markup
to AGENCY. FORTE will provide AGENCY a minimum of thirty(30)days' notice of any change or adjustment
in fees.
13. LIMITS OF LIABILITY
13.1 Neither Party shall be liable to the other Party or to any third party for any special,consequential,
incidental or punitive damages of any kind or nature incurred in relation to this Agreement. The amount of
damages recoverable by either Party from the other will not exceed that Party's actual,direct damages and will
be limited to the amount of the average monthly fees and charges paid by AGENCY for the Service for the
immediate three(3)month period prior to the event giving rise to the applicable claim.Neither Party will be
liable for failure to perform any of its obligations under this Agreement if such performance would result in it
being in breach of any Law,Rule or requirement of any governmental authority. The provisions of this section
will survive the termination of this Agreement.
13.2 FORTE shall not be held responsible for errors,acts or failures to act of others,including, and among other
entities,banks,other processors,communications carriers or clearing houses through which Transactions may be
originated or through which FORTE may receive or transmit information,and no such entity shall be deemed an
agent of FORTE.
14. REPRESENTATIONS AND WARRANTIES.
14.1 FORTE's Representations and Warranties.FORTE makes no representations or warranties concerning
its services except as may be specifically authorized,in writing,or set out herein.
14.1.1 FORTE hereby warrants that its software solutions and services will perform in accordance with
their published specifications in all material respects.
14.1.2 FORTE further warrants that in performing its obligations hereunder,it shall exercise due care
and reasonable efforts to ensure that information originated by AGENCY is transmitted accurately.
14.2 AGENCY's Representations and Warranties.AGENCY represents and warrants to FORTE that:
14.2.1 If applicable,with respect to all Transactions originated by FORTE on behalf of AGENCY that
(i)each Transaction in all respects has been properly authorized by Receiver;(ii)each Transaction is for
an amount agreed to by the Receiver and; (iii)AGENCY shall provide proof of authorization in
compliance with applicable Rules for any Transaction to FORTE upon request within five(5)Business
Banking Days.
14.2.2 AGENCY agrees to adhere to the warranties within the applicable Rules for each Transaction
FORTE processes on AGENCY's behalf.
14.3 Mutual Representations and Warranties. Each Party represents and warrants to the other that:
14.3.1 The execution of this Agreement does not violate any applicable international,federal,state,or
local law,Payment Network rule or contract to which such Party is subject.
14.3.2 There are no actions, suits or proceedings existing or pending against or affecting it before any
judicial or regulatory authority which would have a material adverse effect on its ability to perform its
obligations hereunder.
14.3.3 When executed and delivered,this Agreement will constitute a legal,valid,and binding obligation,
enforceable in accordance with its terms.
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enforceable in accordance with its terms.
15. FORTE SERVICE POLICY.
FORTE makes no representations or warranties concerning its services except as may be specifically authorized,
in writing,or set out herein. AGENCY acknowledges and understands that FORTE does not warrant that the
Services will be uninterrupted or error free and that FORTE may occasionally experience delays or outages due
to disruptions that are not within FORTE's control.Any such interruption shall not be considered a breach of the
Agreement by FORTE.FORTE shall use its best efforts to remedy any such interruption in service as quickly as
possible.
16. FORCE MAJEURE
Neither Party shall be liable for,or be considered in breach of or default under the Agreement on account of any
delay or failure to perform its obligations hereunder as a result of any causes or conditions that are beyond such
Party's reasonable control and that such Party is unable to overcome through the exercise of commercially
reasonable diligence. If any force majeure event occurs,the affected Party shall give prompt written notice to the
other Party and shall use all commercially reasonable efforts to minimize the impact of the event.
17. ASSIGNMENT
The rights granted under this Agreement shall not be assigned by either Party without the prior written consent of
the other Party,which shall not be unreasonably withheld.
18. CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the internal laws of the State of
Florida . Agency hereby agrees that claims applicable to American Express may be resolved
through arbitration as further described in the American Express Merchant Operating Guide, see Appendix D,
Section 1 herein.
19. AMENDMENT
Except as otherwise provided for herein,the terms and conditions of this Agreement shall not be modified or
amended except in writing,signed by the parties hereto and specifically referring to this Agreement.
20. PUBLICITY
Neither Party shall use the other Party's name,logo or service marks in conjunction with a press release or
advertisement without first obtaining written approval.
21. NOTICE
Any notice required to be given by either Party hereunder,shall be in writing and delivered personally to the
other designated Party,or sent by any commercially reasonable means of receipted delivery,addressed,to that
Party at the address most recently provided in writing.Either Party may change the address to which notice is to
be sent by written notice to the other under any provision of this paragraph.
Notices to FORTE:
CSG Forte Payments,Inc. Notices to AGENCY:
500 W.Bethany Drive City of Boynton Beach
Suite#200 P.O.Box 310
Allen,TX 75013 100 E.Ocean Avenue
Attn:Chief Counsel Boynton Beach,FL 33435
22. HEADINGS
The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning
of any provision of this Agreement.
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23. SEVERABILITY
Should any term,clause or provision herein be found invalid or unenforceable by a court of competent
jurisdiction,such invalidity shall not affect the validity or operation of any other term,clause or provision and
such invalid term,clause or provision shall be construed to most closely reflect the original intent of the parties.
24. ENTIRE AGREEMENT;WAIVER; COUNTERPARTS
This Agreement constitute the entire understanding of the Parties,and revoke and supersede all prior agreements
between the Parties and are intended as a final expression of their agreement.Either Party's waiver of any breach
of any provision of this Agreement shall not be deemed a waiver of any subsequent breach of same or other
provision. This Agreement may be executed in two or more counterparts,each of which shall be deemed an
original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF,the undersigned,being duly authorized thereto by their respective
organizations,have executed this Agreement as of the date set forth below.
CSG FORTE PAYMENTS,INC.: CITY OF B'Y 14 : 'A 4(
By: Jett Ku (e 4,2 13:10 CDT) By: iN '
Name: Jeff Ku m P Name: Lori LaVerriere
Title: President Title: City Manager
Date: Sep 24, 2021 Date: 2� 7_1
CS&Zgal aviewe�'b%u.1G of behalf() A/ As ro
CSG Legal ReJTEwed by AG on behalf of JM(Se724,202112.02 MDT)
CITY ATTORNEY
5.e41 r
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APPENDIX A
DEFINITIONS
ACH Network—Automated Clearing House disclosing Party's company(s)or investments or
Network is a batch processing,store-and- its internal administrative,billing and accounting
forward system that accumulates and distributes systems,customer and vendor lists and
ACH transactions that are received from ODFI information,employee personnel information and
(defined below)and are forwarded to the policies and procedures,information regarding the
specified RDFI(defined below)according to the disclosing Party's products and services that is not
specific schedules established by the generally available to the public.
participants.
Credit Entry(or"Entry)—An ACH/EFT
Acquirer—A sponsoring financial institution or Transaction that is intended to deposit funds into
payment processor that enters into an agreement a Receiver's(defined below)account which has
which enables merchants/government agencies been withdrawn from Merchant's/Agency's
or their Agent(s)to submit Transactions to a Settlement Account(defined below).
payment network.
Debit Entry(or"Entry")—An ACH/EFT
Affiliate—A business entity effectively Transaction that is intended to withdraw funds
controlling or controlled by another or from a Receiver's account for deposit into
associated with others under common ownership Merchant's/Agency's Settlement Account
or control. (defined below).
Agent Any director,officer,employee, Laws—All international,national,regional and
representative,affiliate,third-party vendor or local regulations or laws which are applicable to
any other person acting on behalf of the the services provided herein.
Merchant/Agency with the actual,implied or
apparent authority of Merchant/Agency. NACHA—National Automated Clearing House
Association responsible for establishing,
Business Banking Day—Monday through revising and enforcing the Operating Rules for
Friday excluding banking holidays. the US ACH Network.
Chargeback—A Transaction that is rejected by ODFI—Originating Depository Financial
the owner of the account debited or charged Institution is the financial institution that
because a dispute exists between the Originator receives ACH Transactions from
of the Transaction(typically a Merchant/Agency through FORTE and then
Merchant/Agency)and the account owner. forwards these Transactions(defined below)to
the ACH Network.
Confidential Information- Confidential
Information may include information regarding all Originator—A Merchant/Agency who has
of the computer software and technologies, contracted with FORTE to initiate ACH entries,
systems,structures,architectures,processes, on their behalf,to the ACH Network.
formulae,compositions,improvements,devices,
know-how,inventions,discoveries,concepts, Payment Association—Any entity governing a
ideas,designs,methods,and information and payment network,including but not limited to
databases developed,acquired,owned,produced VISA,M/C,Discover,American Express,
or practiced at any time by a Party or any affiliate NACHA,CPA.
thereof,including software programs and
documentation licensed by third parties to the PCI-DSS—System security measures
disclosing Party,any business or fmancial established by the various credit card companies,
information directly or indirectly related to the known as the Payment Card Industry Data
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Security Standards. payment network.
Settlement Account—An account established
RDFI—Receiving Depository Financial and maintained by Merchant/Agency with a
Institution is the financial institution that financial institution through which the following
receives the ACH Transactions from the ODFI may occur:(a)deposit of funds for Debit
through the ACH Network and posts these Entries,(b)the extractions of funds for Credit
Transactions to the accounts of Receivers Entries,reserve funds or fee obligations unless
(defined below). otherwise agreed to by the parties.
Receiver—An entity or individual consumer that Settlement Entry—A Debit or Credit Entry to
has an established account with a card issuer or Merchant's/Agency's Settlement Account which
financial institution upon which a Transaction is corresponds to the net amount owed
or may be acted upon. Merchant/Agency by FORTE at the end of each
Business Banking Day.
Reserve—A specific amount of money that is
held in your Merchant/Agency account to be Transactions—Any transfer of data or
used by FORTE to offset amounts owed to information to FORTE in a format pre-approved
FORTE for Services provided,such as returned by FORTE,including but not limited to
items,chargebacks,fees/fines,billing or other payment,verification and authentication items.
Merchant/Agency obligations to FORTE that
FORTE is unable to collect from Users-All individuals who access a FORTE
Merchant/Agency. website or utilize any portion of the FORTE
Services on behalf of Merchant/Agency directly
Returned Entries—Any Transaction that is not or through software that accesses the FORTE
able to be completed successfully and is systems through Merchant's/Agency's systems,
returned/rejected back to the Originator. by using Merchant's/Agency's access
credentials or any other access reasonably
Rules—The operational rules,policies and presumed to be on behalf of Merchant/Agency.
procedures established by each applicable
Payment Association to govern all transactions
and parties that participate in the associated
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APPENDIX B
ACCOUNT VERIFICATION AND AUTHENTICATION SERVICES
1.Representation by Agency.Each request for data through the verification and authentication services
shall constitute a representation,warranty and certification by Agency that the data(i)shall be used and
disclosed only in accordance with the terms of the Agreement,and in accordance with any applicable
Rules or Laws;and(ii)shall be used solely for the intended use as stated by Agency on the application
and that use is in compliance with the permissible uses under the Fair Credit Reporting Act("FCRA")as
provided in the FCRA Requirements Addendum located at http://www.forte.net/fair-credit-reporting-act;
(iii)Agency will follow proper procedures for adverse action notification to its Constituents,as provided
by the FCRA Requirements Addendum;and(iv)Agency acknowledges it has implemented security
measures to prohibit the unauthorized access to the information provided.
2.Use of Services.
2.1 AGENCY SHALL USE THE VERIFICATION SERVICES ONLY IN CONNECTION
WITH PAYMENTS PRESENTED TO AGENCY BY ITS CONSTITUENTS IN EXCHANGE
FOR GOODS OR SERVICES. AGENCY SHALL NOT RESELL THE VERIFICATION
DATA OR SERVICES TO ANY THIRD PARTIES.
2.2 Agency understands and agrees that it cannot decline services to a consumer or customer after
receiving an approval result from FORTE on a verification inquiry unless Agency is declining
based on other grounds and/or information. Further,if Agency does decline services to a FORTE
approved consumer or customer based on alternate information,Agency shall not provide
FORTE's contact information as recourse for the consumer to pursue a dispute of the result under
FCRA Adverse Action requirements.
2.3 Agency shall provide to FORTE,as part of a verification inquiry,the accurate amount for
each transaction Agency wants to verify.
3.Retention of Data.Agency acknowledges and agrees that it shall not retain,store,compile or
aggregate the results of verification or authentication inquiries received from FORTE except as required
by applicable law or to perform its obligations under this Agreement.
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APPENDIX C
ACCOUNT UPDATER SERVICES
1. Description of Services. Participating Visa/MasterCard Issuers submit their account changes to the
Account Updater Database. On a monthly basis,FORTE will compare all of AGENCY's recurring
tokenized transactions against the Account Updater Database. FORTE will then update the
tokenized card information on file with updated account information.
2. Agency Requirements for Account Updater Participation.
a. AGENCY must be properly established and registered in the United States.
b. AGENCY must not have been disqualified from participating in the Visa,MasterCard,
American Express,or Discover programs.
c. AGENCY must be in compliance with all Card Association Operating Regulations.
d. AGENCY must submit inquiries only for those accounts with which the it has an ongoing
customer relationship and customer's authority to submit such payments.
e. AGENCY may not request authorization on accounts that have returned"Contact
Cardholder"or"Closed."
f. AGENCY must not submit inquiries on behalf of any other entity.
g. AGENCY assumes all risk associated with the use of the Account Updater Service.
FORTE shall have no liability whatsoever to AGENCY for any liability associated with the
Account Updater Service, including but not limited to the accuracy or completeness of the
information provided via the Account Updater Service.
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APPENDIX D
AMERICAN EXPRESS CARD ACCEPTANCE
1. Merchant hereby acknowledges and agrees that for purposes of acceptance of American Express,the
American Express Merchant Operating Guide and any amendments thereto(the"Operating Guide")is
hereby incorporated by reference into this Agreement and can be found at
www.americanexpress.com/merchantopguide. All capitalized terms found in this section shall have the
attributed meaning from the Operating Guide.
2. Merchant hereby acknowledges and agrees that it is not a party to any agreement between FORTE
and American Express.
3. Merchant hereby authorizes FORTE and/or Acquirer to submit American Express transactions to,and
receive settlement from,American Express on behalf of Merchant. Merchant must accept the American
Express card as payment for goods and services(other than those goods and services prohibited under the
Operating Guide)sold,or(if applicable)for charitable contributions made,at all of its establishments,except
as expressly permitted by applicable Law. Merchant is jointly and severally liable for the obligations of
Merchant's establishments under the Agreement. For the avoidance of doubt,"cardholder"as used in this
Agreement shall include Cardmembers as defined in the Operating Guide.
4. Merchant hereby acknowledges and agrees that(i)FORTE or Acquirer may disclose American
Express Transaction Data(which for purposes of this section shall have the same definition as"Transaction
Data"in the Operating Guide),Merchant Data(as defined below),and other information about Merchant to
American Express,(ii)American Express may use such information to perform its responsibilities in
connection with the American Express Program,promote the American Express Network,perform analytics
and create reports,and for any other lawful business purpose,including marketing purposes,and(iii)
American Express may use the information obtained in this application at the time of setup to screen and/or
monitor Merchant in connection with American Express Card(the"Card")marketing and administrative
purposes. If Merchant has provided a wireless phone number in connection with this Agreement,Merchant
hereby agrees that it may be contacted at that number and the communications sent may include autodialed
text messages or automated prerecorded calls. If Merchant has provided a fax number,Merchant hereby
agrees that it may be sent fax communications. To opt out of American Express-related marketing
communications,Merchant may contact FORTE customer service as described in this Agreement. For
purposes of this section,"Merchant Data"means names,postal and email addresses,tax ID numbers,names
and social security numbers of the authorized signer of Merchant and similar identifying information about
Merchant. For clarification,Merchant Data does not include American Express Transaction Data.
5. Merchant will adhere to the following website information display guidelines in the event Merchant
has a website and/or operates an e-commerce business.Merchant's website must display the following:
• An accurate description of the goods/services offered,including the currency type for the Transaction
(e.g.,U.S.Dollars).Note:Transaction currency must be in U.S.Dollars.
• Merchant's physical address in the U.S.
• An email address or telephone number for customer service disputes.
• Return/refund policy.
• A description of Merchant's delivery policy(e.g.,no overnight delivery).
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• A description of Merchant's security practices(e.g., information highlighting security practices
Merchant uses to secure Transactions on its systems,including Transactions conducted on the Internet).
• A statement of known export restrictions,tariffs,and any other regulations.
• A privacy statement regarding the type of personal information collected and how the information is
used.Additionally,Merchant must provide to customers the option to decline being included in
marketing campaigns or having their personal information included on lists sold to third parties.
6. Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant(as
defined below),Merchant will be converted from the American Express Program to a direct American
Express Card acceptance relationship with American Express,and upon such conversion,(i)Merchant will
be bound by American Express' then-current card acceptance agreement,and(ii)American Express will set
pricing and other fees payable by Merchant for American Express Card acceptance. "High Charge Volume
Merchant"for purposes of this section means an American Express Program Merchant with either(i)greater
than$1,000,000 in American Express charge volume in a rolling twelve(12)month period or(ii)greater
than$100,000 in American Express charge volume in any three(3)consecutive months. For clarification,if
Merchant has multiple establishments,the American Express charge volume from all establishments shall be
summed together when determining whether Merchant has exceeded the thresholds above.
7. Except as expressly permitted by applicable Law,Merchant must not: (a)indicate or imply that
Merchant prefers,directly or indirectly,any Other Payment Products over the Card,(b)try to dissuade
Cardmembers from using the Card,(c)criticize or mischaracterize the Card or any of American Express'
services or programs,(d)try to persuade or prompt Cardmembers to use any Other Payment Products or any
other method of payment(e.g.,payment by check),(e)impose any restrictions,conditions,disadvantages,
or fees when the Card is accepted that are not imposed equally on all other payment products,except for
electronic funds transfer,cash or check,(f)suggest or require Cardmembers to waive their right to dispute
any Transaction,(g)engage in activities that harm American Express'business or the American Express
Brand(or both),(h)promote any Other Payment Products(except,if applicable,Merchant's own private
label card that it issues for use solely at its Establishments)more actively than Merchant promotes the Card,
or(i)convert the currency of the original sale Transaction to another currency when requesting
Authorization or submitting Transactions(or both).
8. Merchant may offer discounts or in-kind incentives from its regular prices for payments in cash,
ACH funds transfer,check,debit card, or credit/charge card,provided that(to the extent required by
applicable Law): (i)Merchant clearly and conspicuously discloses the terms of the discount or in-kind
incentive to its customers,(ii)the discount or in-kind incentive is offered to all of Merchant's prospective
customers,and(iii)the discount or in-kind incentive does not differentiate on the basis of the Issuer or,
except as expressly permitted by applicable state statute,payment card network(e.g.,Visa,MasterCard,
Discover,JCB,American Express).The offering of discounts or in-kind incentives in compliance with the
terms of this paragraph will not constitute a violation of the provisions set forth Section 3.2 of the Operating
Guide.
9. Whenever payment methods are communicated to customers,or when customers ask what
payments are accepted,Merchant must indicate its acceptance of the Card and display American Express'
Marks(including any Card application forms provided to Merchant)as prominently and in the same manner
as any Other Payment Products.Merchant must not use American Express'Marks in any way that injures or
diminishes the goodwill associated with the American Express Mark,nor in any way(without American
Express' prior written consent)indicate that American Express endorses Merchant's goods or services.
Merchant shall use the American Express brand and marks in accordance with the requirements set forth in
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the Operating Guide and shall remove the American Express brand and marks from Merchant's website and
wherever else they are displayed upon termination Merchant's acceptance of American Express cards.
10. Any and all Cardmember Information is confidential and the sole property of the Issuer,American
Express or its Affiliates.Except as otherwise specified,Merchant must not disclose Cardmember
Information,nor use nor store it,other than to facilitate Transactions in accordance with this Agreement.
For more information,refer to the Operating Guide, Section 4.2, "Completing a Transaction at the Point of
Sale" and Chapter 8, "Protecting Cardmember Information".
11. Merchant shall not assign to any third party any American Express-related payments due to it under
this Agreement,and all indebtedness arising from American Express Charges(as defined below)will be for
bona fide sales of goods and services(or both)at its establishments(as defined below)and free of liens,
claims,and encumbrances other than ordinary sales taxes;provided,however,that Merchant may sell and
assign future American Express transaction receivables to FORTE,its affiliated entities and/or any other
cash advance funding source that partners with FORTE or its affiliated entities,without consent of
American Express.
12. Merchant hereby agrees that American Express shall have third party beneficiary rights,but not
obligations,to enforce this Agreement as against Merchant to the extent applicable to American Express
processing. Merchant understands and agrees that it shall have no third party beneficiary rights under any
agreement between FORTE and American Express and/or Acquirer. Merchant shall maintain refund policies
for purchases on the American Express card that are at least as favorable as its refund policy for purchases on
any other payment product. Merchant will disclose any such refund policy to Cardmembers at the time of
purchase and in compliance with the Operating Guide and all applicable Laws.Merchant's termination of
American Express Card acceptance shall have no direct or indirect effect on Merchant's rights to accept
other card brands. To terminate American Express acceptance,Merchant may contact FORTE customer
service as described in this Agreement.
13. Without limiting any other rights provided herein,FORTE and/or Acquirer shall have the right to
immediately terminate Merchant's acceptance of American Express cards upon request of American
Express. Merchant may not bill or collect from any Cardmember for any purchase or payment on the Card
unless a chargeback has been exercised,Merchant has fully paid for such charge,and it otherwise has the
right to do so. Merchant will comply with all procedural requirements relating to chargebacks, as provided
in the Operating Guide,Chapter 11.
14. American Express Liability. SPONSORED MERCHANT ACKNOWLEDGES AND AGREES
THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS AFFFILIATES,AGENTS,SUCCESSORS,
OR ASSIGNS BE LIABLE TO SPONSORED MERCHANT FOR ANY DAMAGES, LOSSES,OR
COSTS INCURRED,INCLUDING INCIDENTAL,INDIRECT,SPECULATIVE,CONSEQUENTIAL,
SPECIAL,PUNITIVE,OR EXEMPLARY DAMAGES OF ANY KIND(WHETHER BASED ON
CONTRACT,TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY,FRAUD,OR OTHERWISE,
OR STATUTES,REGULATIONS,OR ANY OTHER THEORY),ARISING OUT OF OR IN
CONNECTION WITH THE AGREEMENT.
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SCHEDULE 1
PAYMENT FEE SCHEDULE
(City of Boynton Beach)
1. Service Fee Pricing Option:
MasterCard,Visa,Discover and American Express cards
2.5%of the payment amount with a minimum fee of$1.25.
2. Absorbed Pricing Option:
Processing Costs: Fees Frequency
ACH Fee-debits/credits $0.50 with Forte Verify Per Transaction
ACH Return Fee $2.00 Per Return
Statement Fee $5.00 Each Month per merchant account
3. Equipment and Service Pricing:
Standard Product and Description Fees and Cost of
Optional Service Equipment
Pricing
VeriFone V400c $299.00 per terminal
Terminal plus shipping
(Standalone)
VeriFone V400c $350.00 per terminal
Terminal plus shipping
(Hybrid with cables)
MagTek eDynamo $155.00 per device plus
shipping
MagTek eDynamo $190.00 per device
and Countertop (with docking station)
Docking Station plus shipping
Bundle
(recommended)
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