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					                                            Invitation For Bid
                                         TAC 527C – Addendum 4                      City of Tulsa,
                                         Merchant Card Services                      Oklahoma
                                                                                        Page 1 of 35
                                          Issued: June 17, 2010
July 26, 2010
                                          Addendum #4
Please note the following changes which have been made for clarification to this Invitation For Sealed
Bid. This addendum must be listed as Addendum #4 on Form #6 of the bid package as verification that
you have received and are aware of the information contained herein.

_______________________________________________________________________________


Change in the due date to read:

Bids must be received no later than 5:00 PM (Central Daylight Time) on Wednesday August 11,
2010, and delivered to:
      City Clerk’s Office
      175 East 2nd Street, Suite 260
      Tulsa Oklahoma 74103



Since the only change on Addendum # 4 is the extension of the Due Date, any bids received
previous to this addendum, will not be disqualified if not submitted on Addendum 4 bid
packet.
However, if your bid was submitted previous to Addendum 4, please use Form 6 in this bid
packet and acknowledge your receipt of Addendum 4.It can be sent in a separate packet to the
City Clerk’s Office (address above) on or before 5PM CDT, August 11, 2010.


________________________________________________________________________________


July 15, 2010
                                          Addendum #3
Please note the following changes which have been made for clarification to this Invitation For Sealed
Bid. This addendum must be listed as Addendum #3 on Form #6 of the bid package as verification that
you have received and are aware of the information contained herein.
_____________________________________________________________________

The IFB packet to use for submission of your bid must be Addendum #3 bid packet or your bid may
be disqualified.


Multiple changes have been made in the Technical Specifications – Section 6.1, Table 1 and
Exhibit’s A, A1 has been updated.

Answers to additional questions asked.
     
                                                  1
Revised December 8, 2009
                                               Invitation For Bid
                                            TAC 527C – Addendum 4                              City of Tulsa,
                                            Merchant Card Services                              Oklahoma
                                                                                                    Page 2 of 35
                                             Issued: June 17, 2010
    Q1. It appears some departments are absorbing credit card fees and some are passing along a
    convenience fee to the customer. Can you please let us know which departments will continue to absorb
    the fee and which ones will pass the fee on to the customer?

    A1. The City currently absorbs fees for: Animal Welfare, Booking, Development Services, Parking Meters,
    Convention Center, City Hall, Municipal Court E-Pay, Parks Convenience Fees Assessed: Utility Web,
    Celebrity Attraction, OKC Performing Arts, PAC

    Q2. Does the City plan to award this RFP to one vendor or is it possible more than one vendor could be
    chosen for all the departments mentioned in the RFP?

    A2. It is anticipated that we will be awarding the service contract to one provider to consolidate
    reporting/administration and to take advantage of pricing for aggregated card activity.

    Q3 On Page 1 of the checklist sheet it mentions "Technical Specifications" on the sheet. Where is this
    located?

    A3. It was omitted on the original IFB and has been inserted in Addendum 3.

   Q4. Does the City have a current vendor providing payment processing? If so, please provide the
vendor’s  name and how long they have been under contract.

     A4. Current vendor is Bank of America Merchant Services; they have been our provider for approximately
     the last seven (7) years and during that time period they have undergone a number of name/ownership
      changes

    Q5. If the City does have a current vendor what is their current fee schedule for processing payments
     received as detailed in the Price Sheet for this IFB?

    A5. That information is on our website – www.cityoftulsapurchasing.org under the Bid Opportunity Section,
    Bid Results; however there have been a number of pass-thru increases over the life of the agreement.

_______________________________________________________________________________________
July 7, 2010


                                               Addendum #2
Please note the following changes which have been made for clarification to this Invitation For Sealed
Bid. This addendum must be listed as Addendum #2 on Form #6 of the bid package as verification that
you have received and are aware of the information contained herein.
_______________________________________________________________________

Change in the due date to read:

Bids must be received no later than 5:00 PM (Central Daylight Time) on Wednesday July 28, 2010 and delivered to:
      City Clerk’s Office
      175 East 2nd Street, Suite 260
      Tulsa Oklahoma 74103




                                                         2
Revised December 8, 2009
                                                        Invitation For Bid
                                                     TAC 527C – Addendum 4                                      City of Tulsa,
                                                     Merchant Card Services                                      Oklahoma
                                                                                                                      Page 3 of 35
                                                      Issued: June 17, 2010

Another addendum will be forthcoming with changes to the bid specifications.

_______________________________________________________________________________________
June 29, 2010


                                                        Addendum #1
Please note the following changes which have been made for clarification to this Invitation For Sealed
Bid. This addendum must be listed as Addendum #1 on Form #6 of the bid package as verification that
you have received and are aware of the information contained herein.
_______________________________________________________________________

Bids must be received no later than 5:00 PM (Central Daylight Time) on Wednesday July 14, 2010

Answers to questions asked:


      Q1.          According to Section 4.1.2 on page 22, “Response to any items must be on a separate sheet of paper and 
                   placed after Exhibit C of the Bid Packet.”  However, our bid packet ends with Exhibit B (page 32).  Can the 
                   City please provide Exhibit C or confirm that page 22 should refer to Exhibit B instead of C? 
        
        A1.        Yes, it should have been Exhibit B. 
 
       Q2.         It is understood that the entire bid packet must be submitted as part of the vendor’s response.  According to 
                   Section 4.1.2 on page 22, “Nothing should be inserted or written in or on the Bid Packet, except the pricing 
                   on Exhibits A1, A2, and B.”  How should vendors submit Forms 1‐6?  Is it permissible for vendors to complete 
                   and sign the required forms in/on the bid packet as with Exhibits A & B, or shall vendors copy and complete 
                   these forms separately as part of the submittal that goes after Exhibit C? 
 
        A2.        Everything EXCEPT A1, A2, B and the references must be submitted on a separate sheet of paper after 
                   Exhibit B – Pricing and Delivery Pages. The answers need to be marked using the page #’s and question #’s in 
                   the Invitation to Bid. IF you insert into the IFB, except where approved, your bid may be considered non‐
                   responsive and disqualified. 
 
        Q3.        According  to  Section  5.1  on  page  23,  vendors  shall  submit  “current  financial  statements  or  like  public 
                   statements of condition.”  Due to the size, is it permissible for vendors to submit financials on a CD‐ROM? 

     A3.           Yes, your financials can be submitted on a CD‐ROM. 




                                                                    3
Revised December 8, 2009
                                                     Invitation For Bid
                                                  TAC 527C – Addendum 4                                   City of Tulsa,
                                                  Merchant Card Services                                   Oklahoma
                                                                                                               Page 4 of 35
                                                   Issued: June 17, 2010


                               (The rest of this page intentionally left blank)




NOTICE is hereby given that the CITY OF TULSA, OKLAHOMA will receive sealed Bids for the following:

TAC # 527C

DESCRIPTION: Merchant          Card Services                                 (Commodity Code(s): 946-35)

You are invited to submit a Bid to supply the Financial Services specified above. Invitations for Bid (IFB) will be posted on the
City’s website at www.cityoftulsapurchasing.org or a hardcopy may be obtained at:
        City of Tulsa-Purchasing Department
        175 East 2nd Street, Suite 865
        Tulsa Oklahoma 74103

Bids must be received no later than 5:00 PM (Central Daylight Time) on Wednesday July 28, 2010, and delivered to:
        City Clerk’s Office
        175 East 2nd Street, Suite 260
        Tulsa Oklahoma 74103
Bids must be sealed and either mailed or delivered. No faxed or emailed Bids will be considered. Bids received after the
stated date and time will not be accepted and will be returned to the Bidder unopened.

The Bid Packet consists of (1) this Notice of Invitation for Bid, (2) the Summary Sheet, (3) Form #1, (4) Form #2, (5) Form #3,
(6) Form #4, (7) Form #5, (8) Form #6, (9) the Instructions, Terms and Conditions for Bidders, (10) Special Requirements, (11)
                                                               4
Revised December 8, 2009
                                                   Invitation For Bid
                                                TAC 527C – Addendum 4                                   City of Tulsa,
                                                Merchant Card Services                                   Oklahoma
                                                                                                             Page 5 of 35
                                                 Issued: June 17, 2010
Technical Specifications and (12) Exhibits A1, A2 & B.

Use this checklist to ensure you have properly completed all Forms.

_____ Notice of Invitation for Bid

_____ Summary Sheet

_____ Form #1: Bidder Information Sheet. Must be completed.

_____ Form #2: Purchase Agreement. Complete legal name in first paragraph and Notice provision in Section 17 i
                                  Original signature required.

_____ Form #3: Interest Affidavit. Original signature and notarization required.

_____ Form #4: Non-Collusion Affidavit. Original signature and notarization required.

_____ Form #5: Affidavit of Claimant. Original signature and notarization required.

_____ Form #6: Acknowledgment of Receipt of Addenda/Amendments. Must be completed and signed.

_____ Instructions, Terms and Conditions for Bidders

_____ Special Requirements (Offer Period; Insurance and Bonding; References)

_____ Technical Specifications

_____ Exhibits A1, A2, and B. Bid Form including Delivery and Pricing. This is your Bid. It must be completed or your Bid will
be rejected.


IMPORTANT NOTE: Write the Bid Number, Bid Description (as listed above), and Bid Opening Date on the lower left
corner of the outside of your Bid envelope. You must return the complete Bid Packet with your Bid.



                                         SUMMARY SHEET
        Project Buyer

        If you have any questions or need additional information, contact the assigned Project Buyer:
                 Cathy D. Evans
                 cdevans@cityoftulsa.org
                 Include TAC 527C_ on the subject line

        Bidder’s Notice of Intent to Submit a Bid

        Email the Project Buyer indicating your intent to Bid. Include TAC 527C on the subject line of the email. You will
        receive an email response verifying your notice of intent to bid was received. This same procedure should be
        followed to request clarification, in writing, of any point in the IFB.

        Bidders are encouraged to contact the Project Buyer by email if there is anything in these specifications that
        prevents you from submitting a Bid, or completing the Bid Packet. Questions and concerns must be received no
        later than seven (7) days prior to the Bid Packet due date.

        Issuing of Addenda

                                                              5
Revised December 8, 2009
                                                    Invitation For Bid
                                                 TAC 527C – Addendum 4                                   City of Tulsa,
                                                 Merchant Card Services                                   Oklahoma
                                                                                                              Page 6 of 35
                                                  Issued: June 17, 2010
        If you received the notice of this IFB from the City as a result of being registered to sell the commodity code(s) on
        this Bid, you should also receive notice of any addenda issued. If you are not registered with the City to sell the
        commodities listed herein, you must register as a supplier on the City of Tulsa Purchasing website
        (www.cityoftulsapurchasing.org) to receive notice of any addenda.

        Pre-Bid Conference
        If a pre-Bid conference will be held for this IFB, information on that conference will be inserted below:

        Date____________     Time____________
        Location___________________________________________________________________________________

        ___Attendance at the Pre-Bid Conference is required to submit a Bid; however Bidders may make arrangements
        to attend via teleconference in some cases (contact the Project Buyer for details).

        ___Attendance is not required to submit a Bid.

        Bid Packet Submission

        The City requires two completed Bid packets: 1 Original and 1 Copy. Each must be clearly labeled on the front
        sheet indicating “Original” or “Copy”. If a copy on electronic media is also required, the line below will be checked.
        ___Electronic Copy also required.

        Responses to this Invitation for Bid must be on the forms listed on page 1. The entire Bid Packet must be returned
        or your Bid may be rejected. Do not take exception to any portion of this Bid Packet. Do not make any entries
        except where required. Do not insert any other documents into the Bid Packet.

        Bid Opening

        All Bid openings are public and take place at 8:30 a.m. Thursday, the day after Bids are due. The Bid openings
        are held in the City of Tulsa Council Meeting Room, 175 East 2nd Street, 2nd Floor, Tulsa, Oklahoma.




                                                              6
Revised December 8, 2009
                                                             Invitation For Bid
                                                          TAC 527C – Addendum 4                                  City of Tulsa,
                                                          Merchant Card Services                                  Oklahoma
                                                                                                                    Page 7 of 35
                                                           Issued: June 17, 2010
                                        BIDDER INFORMATION SHEET
                                                  Form #1




Bidder’s Exact Legal Name:                                                                                                   _____
(Must be Bidder’s name as reflected on its organizational documents, i.e., not a DBA)

State of Organization: _____________________________________________________________________________

Bidder’s Type of Legal Entity: (check one)
       ( ) Sole Proprietorship                                        (    ) Limited Liability Company
       ( ) Partnership                                                (    ) Limited Liability Partnership
       ( ) Corporation
       ( ) Limited Partnership                                        (    ) Other:


Bidder’s Address:
                              Street                                                       City          State      Zip Code

Bidder’s Website Address:                                                           Email Address:



Project Manager:                                                                 Legal Contact:

Name:                                                                            Name:

Street:                                                                          Street:

City:                                                                            City:

State:                                                                           State:

Phone:                                                                           Phone:

Fax:                                                                             Fax:

Email:                                                                           Email:




                                                                           7
Revised December 8, 2009
                                                                 Invitation For Bid
                                                              TAC 527C – Addendum 4                                                    City of Tulsa,
                                                              Merchant Card Services                                                    Oklahoma
                                                                                                                                             Page 8 of 35
                                                               Issued: June 17, 2010
                                                           FORM #2 (Page 1 of 4)
                                                          PURCHASE AGREEMENT
INSTRUCTIONS: This document must be properly signed and returned or your Bid will be rejected. This form constitutes your offer and if accepted by the
City of Tulsa will constitute the Purchase Agreement under which you are obligated to perform. Your signature on this document indicates you have read and
understand these terms and agree to be bound by them.

                                                                                                                                      nd
         THIS PURCHASE AGREEMENT is between the CITY OF TULSA, OKLAHOMA, a municipal corporation, 175 East 2 Street, Tulsa, Oklahoma,
74103-3827 (the “City”) and:

_______________________________________________________________________________________________
(Company name – Must be the exact legal name as shown in organizational documents (i.e., not a DBA) (the “Financial Services Provider”).

          WITNESSETH:

          WHEREAS, the City has approved certain specifications and advertised for or solicited Bids on the following Financial Services:
                                                TAC # 527C – Merchant Card Services
(the “Financial Services”); and

          WHEREAS, Financial Services Provider desires to provide such Financial Services to City, acknowledges that this document constitutes Financial
Services Provider’s offer to provide the Financial Services specified below, and further acknowledges that if executed by the City’s Mayor, this document will
become the Purchase Agreement for such Financial Services.

          NOW, THEREFORE, for and in consideration of the terms, covenants and conditions hereinafter set forth, the parties hereto agree as follows:

   1.         Documents Comprising the Agreement. The Bid Packet includes the Notice of Invitation to Bid, the Summary Sheet, Form #1, Form #2,
              Form #3, Form #4, Form #5, Form #6, the Instructions, Terms and Conditions for Bidders, the Special Requirements, the Technical
              Specifications, Exhibit A1, A2 and B and any addenda or amendments to the Bid Packet. The Bid Packet is incorporated herein by this
              reference. In the event of conflicting or ambiguous language between this Purchase Agreement and any of the other Bid Packet documents, the
              parties shall be governed first according to this Purchase Agreement and second according to the remainder of the documents included in the
              Bid Packet. Financial Services Provider may submit as part of its Bid additional materials or information to support the Bid. Additional materials
              or information submitted by Financial Services Provider which are not ambiguous and which do not conflict with this Purchase Agreement or the
              other Bid Packet documents are incorporated herein by this reference.

   2.         Purchase and Sale. Financial Services Provider agrees to sell City the Financial Services for the price and upon the delivery terms set forth
              in Exhibit A1 and A2 hereto. City agrees to pay Financial Services Provider the price as set forth in Exhibit A1, A2, and B based on (a) the
              quantity actually purchased in the case of Financial Services priced by unit, or (b) the total price for a stated quantity of Financial Services, upon
              (i) delivery of the Financial Services to the City, (ii) the City’s Acceptance thereof, and (iii) Financial Services Provider’s submission and City’s
              approval of a verified claim for the amount due. City shall not pay any late charges or fees.

   3.         Irrevocable Offer. Financial Services Provider understands and acknowledges that its signature on this Agreement constitutes an
              irrevocable offer to provide the Financial Services. There is no contract unless and until City’s Mayor/Mayor Pro Tem executes this Agreement
              accepting Financial Services Provider’s Bid. No City officer, employee or agent except the Mayor (or Mayor Pro Tem) has the authority to award
              contracts or legally obligate the City to any contract. Financial Services Provider shall not provide any Financial Services to City pursuant to this
              Agreement before this Agreement is executed by City. If Financial Services Provider provides any Financial Services to City pursuant to this
              Agreement before this Agreement is executed by City, such Financial Services are provided at Financial Services Provider’s risk and City shall
              have no obligation to pay for any such Financial Services.

   4.         Term. The term of this Agreement shall be effective commencing on the date of execution of this Agreement by the Mayor/Mayor Pro
              Tem of the City of Tulsa and terminating one year from that date. City in its sole discretion may offer Financial Services Provider an
              opportunity to renew this Agreement for an additional Five (5) one (1) year term(s). Financial Services Provider understands and
              acknowledges that any future contracts or renewals are neither automatic nor implied by this Agreement. The continuing purchase by City of
              the Financial Services set forth in this Agreement is subject to City’s needs and to City’s annual appropriation of sufficient funds in City’s fiscal
                          st          th
              year (July 1 to June 30 ) in which such Financial Services are purchased. In the event City does not appropriate or budget sufficient funds to
              perform this Agreement, this Agreement shall be null and void without further action by City.

   5.         Warranties. Financial Services Provider shall assure that the Financial Services purchased hereunder are covered by all available and
              applicable manufacturers’ warranties for such Financial Services. Financial Services Provider expressly agrees that it will be responsible for
              performing all warranty obligations set forth in the Special Requirements for the Financial Services covered in this Agreement. Financial
              Services Provider also warrants that the Financial Services will conform to the Technical Specifications and Special Requirements, and further
              warrants that the Financial Services shall be of good materials and workmanship and free from defects for either a minimum of one (1) year
              from the date of Acceptance by City, whichever is later, or as specified in the Special Requirements, whichever is later. In no event shall
              Financial Services Provider be allowed to disclaim or otherwise limit the express warranties set forth herein.




                                                                                8
Revised December 8, 2009
                                                               Invitation For Bid
                                                            TAC 527C – Addendum 4                                                   City of Tulsa,
                                                            Merchant Card Services                                                   Oklahoma
                                                                                                                                           Page 9 of 35
                                                             Issued: June 17, 2010
                                                         FORM #2 (Page 2 of 4)
                                                        PURCHASE AGREEMENT
   6.       Warranty Remedies. City shall notify Financial Services Provider if any of the Financial Services fails to meet the warranties set forth above,
            and Financial Services Provider shall promptly correct, repair or replace such Financial Services at Financial Services Provider’s sole expense.
            Notwithstanding the foregoing, if such Financial Services shall be determined by City to be defective or non-conforming within the first thirty (30)
            days after the date of Acceptance by City, then City at its option shall be entitled to a complete refund of the purchase price and, in the case of
            Goods, shall promptly return such Goods to Financial Services Provider. Financial Services Provider shall pay all expenses related to the return
            of such Goods to Financial Services Provider.


   7.       Financial Services Provider Bears Risk. The risk of loss or damage shall be borne by Financial Services Provider at all times until the
            Acceptance of the Financial Services by City.

   8.       No Indemnification by City. Financial Services Provider understands and acknowledges that City is a municipal corporation that is funded
            by its taxpayers to operate for the benefit of its citizens. Accordingly, and pursuant to Oklahoma law, City shall not indemnify nor hold Financial
            Services Provider harmless for loss, damage, expense or liability arising from or related to this Agreement, including any attorneys’ fees and
            costs. In addition, Financial Services Provider shall not limit its liability to City for actual loss or direct damages for any claim based on a
            material breach of this Agreement and the documents incorporated herein. City reserves the right to pursue all legal and equitable remedies to
            which it may be entitled.

   9.       Indemnification by Financial Services Provider. Financial Services Provider agrees to indemnify, defend, and save harmless City and
            its officers, employees and agents from all suits and actions of any nature brought against them due to the use of patented appliances, products
            or processes provided by Financial Services Provider hereunder. Financial Services Provider shall pay all royalties and charges incident to
            such patents.

   10.      No Insurance by City. If City is leasing Goods herein, City shall not be required to obtain insurance for Financial Services Provider’s
            property. Financial Services Provider shall be solely responsible for any insurance it deems necessary. City is self-insured for its own
            negligence, subject to the limits of the Governmental Tort Claims Act (51 O.S. § 151 et seq.).

   11.      No Confidentiality. Financial Services Provider understands and acknowledges that City is subject to the Oklahoma Open Records Act (51
            O.S. §24A.1 et seq.) and therefore cannot assure the confidentiality of contract terms or other information provided by Financial Services
            Provider pursuant to this Agreement that would be inconsistent with City’s compliance with its statutory requirements thereunder.

   12.      Non-Responsive Bids. Financial Services Provider understands and acknowledges that if it adds terms and conditions to its Bid that are
            different from the terms set forth herein that its Bid may be rejected as non-responsive. Furthermore, if City accepts Financial Services
            Provider’s Bid and awards a contract to Financial Services Provider based on such Bid, City shall not be bound to any exceptions, changes or
            additions made by Financial Services Provider, and any terms and conditions added by Financial Services Provider which are not expressly
            agreed to by City in writing will be void and of no force and effect and the parties will be governed according to the document precedence set
            forth in Section 1 above.

   13.      Compliance with Laws. Financial Services Provider shall be responsible for complying with all applicable federal, state and local laws,
            regulations and standards. Financial Services Provider is responsible for any costs of such compliance.

   14.      Termination. City, by written notice, may terminate this Agreement, in whole or in part, when such action is in the best interest of City. If this
            Agreement is so terminated, City shall be liable only for payment for Goods accepted and Services rendered prior to the effective date of
            termination. City’s right to terminate this Agreement is cumulative to any other rights and remedies provided by law or by this Agreement.

   15.      Price Changes. The parties understand and agree that the variables in Financial Services Provider’s cost of performance may fluctuate, but
            any change in Financial Services Provider’s cost of performance will not alter its obligations under this Agreement, nor excuse performance or
            delay on Financial Services Provider’s part. If the IFB provides that Financial Services Provider may include a price escalation provision in its
            Bid, Financial Services Provider’s price escalation provision will be evaluated by City as part of Financial Services Provider’s Bid price when
            awarding the Bid.

   16.      Right to Audit. The parties agree that Financial Services Provider’s books, records, documents, accounting procedures, practices, price lists
            or any other items related to the Financial Services provided hereunder are subject to inspection, examination, and copying by City or its
            designees. Financial Services Provider is required to retain all records related to this Agreement for the duration of the term of this Agreement
            and a period of three years following completion and/or termination of the Agreement. If an audit, litigation or other action involving such
            records begins before the end of the three year period, the records shall be maintained for three years after the date that all issues arising out of
            the action are resolved or until the end of the three year retention period, whichever is later.




                                                                              9
Revised December 8, 2009
                                                                Invitation For Bid
                                                             TAC 527C – Addendum 4                                                      City of Tulsa,
                                                             Merchant Card Services                                                      Oklahoma
                                                                                                                                              Page 10 of 35
                                                              Issued: June 17, 2010
                                                           FORM #2 (Page 3 of 4)
                                                         PURCHASE AGREEMENT
   17.      Notice. Any notice, demand, or request required by or made pursuant to this Agreement shall be deemed properly made if personally
            delivered in writing or deposited in the United States mail, postage prepaid, to the addresses specified below.

                         i.    To Financial Services Provider:________________________________________________________
                                                             ________________________________________________________

                         ii.   To CITY:                         City of Tulsa, City Clerk
                                                               175 E. 2nd St., S# 260,Tulsa, Oklahoma 74103

                               With a copy to:                 Cathy D. Evans, Senior Buyer
                                                                          nd
                                                                  175 E. 2 St., S# 865, Tulsa, Ok. 74103

    18.      Relationship of Parties.          The Financial Services Provider is, and shall remain at all times, an independent contractor with respect to
             activities and conduct while engaged in the performance of services for the City under this Agreement. No employees, subcontractors or
             agents of the Financial Services Provider shall be deemed to be employees of the City for any purpose whatsoever, and none shall be eligible
             to participate in any benefit program provided by the City for its employees. The Financial Services Provider shall be solely responsible for the
             payment of all employee wages and salaries, taxes, withholding payments, fringe benefits, insurance premiums, continuing education courses,
             materials or related expenses on behalf of its employees, subcontractors, and agents. Nothing in this Agreement shall be construed to create
             a partnership, joint venture, or agency relationship among the parties. No party shall have any right, power or authority to act as a legal
             representative of another party, and no party shall have any power to obligate or bind another party, or to make any representations, express
             or implied, on behalf of or in the name of the other in any manner or for any purpose whatsoever.

    19.      Third Parties. This Agreement is between City and Financial Services Provider and creates no right unto or duties to any other person. No
             person is or shall be deemed a third party beneficiary of this Agreement.

    20.      Time of Essence. City and Financial Services Provider agree that time is deemed to be of the essence with respect to this Agreement.

    21.      Binding Effect. This Agreement shall be binding upon City and Financial Services Provider and their respective successors, heirs, legal
             representatives and permitted assigns.

    22.      Headings. The headings used herein are for convenience only and shall not be used in interpreting this Agreement

    23.      Severability Provision. If any term or provision herein is determined to be illegal or unenforceable, the remainder of this Agreement will
             not be affected thereby. It is the intention of the parties that if any provision is held to be illegal, invalid or unenforceable, there will be added in
             lieu thereof a provision as similar in terms to such provision as is possible to be legal, valid and enforceable.

    24.      Governing Law And Venue. This Agreement is executed in and shall be governed by and construed in accordance with the laws of the
             State of Oklahoma without regard to its choice of law principles, which shall be the forum for any lawsuits arising under this Agreement or
             incident thereto. The parties stipulate that venue is proper in a court of competent jurisdiction in Tulsa County, Oklahoma and each party
             waives any objection to such venue. City does not and will not agree to binding arbitration of any disputes.

    25.      No Waiver. A waiver of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other provision, nor
             shall any failure to enforce any provision hereof operate as a waiver of the enforcement of such provision or any other provision.

    26.      Entire Agreement/No Assignment. This Agreement and any documents incorporated herein constitute the entire agreement of the
             parties and supersede any and all prior agreements, oral or otherwise. This Agreement may only be modified or amended in a writing signed
             by both parties. Notwithstanding anything to the contrary stated herein or in the attachments to this Agreement, no future agreements,
             revisions or modifications that may be required under this Agreement are effective or enforceable unless such terms, revisions or modifications
             have been reduced to writing and signed by City and Financial Services Provider. Financial Services Provider may not assign this Agreement
             or use subcontractors to provide the Financial Services without City’s prior written consent. Financial Services Provider shall not be entitled to
             any claim for extras of any kind or nature.

    27.      Multiple Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but which
             together shall constitute one and the same instrument.

    28.      Interpretive Matters and Definitions. The following interpretive matters shall be applicable to this Agreement:
                   28.1       Unless the context otherwise requires: (a) all references to Sections are to Sections of or to this Agreement; (b) each term
             defined in this Agreement has the meaning assigned to it; (c) “or” is disjunctive but not necessarily exclusive; (d) words in a singular include
             the plural and vice versa. All references to “$” or to dollar amounts shall be in lawful currency of the United States of America;
                   28.2       No provision of this Agreement will be interpreted in favor of, or against, any of the parties hereto by reason of the extent to
             which such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with
             any prior draft hereof or thereof;
                   28.3       Any reference to any applicable laws shall be deemed to refer to all rules and regulations promulgated thereunder and judicial
             interpretations thereof, unless the context requires otherwise;
                   28.4       The word “including” means “including, without limitation” and does not limit the preceding words or terms; and
                   28.5       All words used in this Agreement shall be construed to be of such gender, number or tense as circumstances require.
                                                                               10
Revised December 8, 2009
                                                                Invitation For Bid
                                                             TAC 527C – Addendum 4                                              City of Tulsa,
                                                             Merchant Card Services                                              Oklahoma
                                                                                                                                      Page 11 of 35
                                                              Issued: June 17, 2010
     29.          Authority to Bind. The undersigned individual states that s/he has authority to bind Financial Services Provider to this
                  Agreement, that s/he has read and understands the terms of this Agreement, and that Financial Services Provider agrees to be
                  bound by this Agreement and its incorporated documents.


             IMPORTANT NOTE: This document must be signed by the proper person as set forth in Instructions, Terms and Conditions for Bidders,
             paragraph 2D. FAILURE TO SUBMIT PROPERLY AUTHORIZED SIGNATURE MAY RESULT IN YOUR BID BEING REJECTED AS
             NONRESPONSIVE.


             IN WITNESS WHEREOF, this Agreement has been executed in multiple copies on the dates set forth below to be effective during the period recited
above.

                                                                            Company Name:
__________________________________________________

                                                                         Sign Here ►


ATTEST:                                                                  Printed Name:


                                                                         Title:

Corporate Secretary
                                                                         Date:


________________                                                                                  __________________________________________________
Company Name/Address [Please Print]                                                     Address                    City            State    Zip Code


(     )       -                                                (     )              -
Telephone Number                                               Fax Number                                         Email Address




                                                                         CITY OF TULSA, OKLAHOMA,
                                                                         a municipal corporation,


ATTEST:                                                                  By:
                                                                                        Mayor

                                                                         Date:
City Clerk


APPROVED:



Assistant City Attorney




                                                                               11
Revised December 8, 2009
                                                      Invitation For Bid
                                                   TAC 527C – Addendum 4                                    City of Tulsa,
                                                   Merchant Card Services                                    Oklahoma
                                                                                                                Page 12 of 35
                                                    Issued: June 17, 2010
                                                   FORM #3 (Page 1 of 1)

                                                  INTEREST AFFIDAVIT

STATE OF                                   )
                                           )ss.
COUNTY OF                                  )


I, _____________________________________, of lawful age, being first duly sworn, state that I am the agent authorized by
Financial Services Provider to submit the attached Bid. Affiant further states that no officer or employee of the City of Tulsa
either directly or indirectly owns a five percent (5%) interest or more in the Bidder's business or such a percentage that
constitutes a controlling interest. Affiant further states that the following officers and/or employees of the City of Tulsa own an
interest in the Bidder’s business which is less than a controlling interest, either direct or indirect.
 ____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________


                                                    By:
                                                             Signature
                                                    Title:




Subscribed and sworn to before me this ________day of ______________, 20____.



Notary Public

My Commission Expires:

Notary Commission Number:

County & State Where Notarized:




    The Affidavit must be signed by an authorized agent and notarized


                                                                12
Revised December 8, 2009
                                                        Invitation For Bid
                                                     TAC 527C – Addendum 4                                        City of Tulsa,
                                                     Merchant Card Services                                        Oklahoma
                                                                                                                       Page 13 of 35
                                                      Issued: June 17, 2010
                                                    FORM #4 (Page 1 of 1)

                                           NON-COLLUSION AFFIDAVIT
                                             (Required by Oklahoma law, 74 O.S. §85.22-85.25)



STATE OF                                     )
                                             )ss.
COUNTY OF                                    )


I,                                                                         , of lawful age, being first duly sworn, state that:
        (Financial Services Provider’s Authorized Agent)

        1.       I am the authorized agent of Financial Services Provider herein for the purposes of certifying facts pertaining
                 to the existence of collusion between and among Bidders and municipal officials or employees, as well as
                 facts pertaining to the giving or offering of things of value to government personnel in return for special
                 consideration in the letting of any contract pursuant to the Bid to which this statement is attached.

        2.       I am fully aware of the facts and circumstances surrounding the making of Financial Services Provider’s Bid to
                 which this statement is attached, and I have been personally and directly involved in the proceedings leading
                 to the submission of such Bid; and

         3.     Neither the Financial Services Provider nor anyone subject to the Financial Services Provider’s direction or
control has been a party:
                a.       to any collusion among Bidders in restraint of freedom of competition by agreement to Bid at a
                         fixed price or to refrain from Bidding,
                b.       to any collusion with any municipal official or employee as to quantity, quality, or price in the
                         prospective contract, or as to any other terms of such prospective contract, nor
                c.       in any discussions between Bidders and any municipal official concerning exchange of money or
                         other thing of value for special consideration in the letting of a contract.


                                                                By:
                                                                           Signature

                                                                Title:



Subscribed and sworn to before me this ________day of ______________, 20____.


Notary Public

My Commission Expires:

Notary Commission Number:

County & State Where Notarized:



     The Affidavit must be signed by an authorized agent and notarized


                                                                      13
Revised December 8, 2009
                                                           Invitation For Bid
                                                        TAC 527C – Addendum 4                                            City of Tulsa,
                                                        Merchant Card Services                                            Oklahoma
                                                                                                                              Page 14 of 35
                                                         Issued: June 17, 2010
                                                        FORM #5 (Page 1 of 1)

                                                 AFFIDAVIT OF CLAIMANT

STATE OF                                        )
                                                )ss.
COUNTY OF                                       )



The undersigned person, of lawful age, being first duly sworn on oath, says that all invoices to be submitted pursuant to this Agreement with
the City of Tulsa will be true and correct. Affiant further states that the work, services or material furnished will be completed or supplied in
accordance with the plans, specifications, orders, requests and/or contract furnished or executed by the affiant. Affiant further states that
(s)he has made no payment directly or indirectly to any elected official, officer or employee of the City of Tulsa or of any public trust where the
City of Tulsa is a beneficiary, of money or any other thing of value to obtain payment of the invoice or procure the contract or purchase order
pursuant to which an invoice is submitted. Affiant further certifies that (s)he has complied with all applicable laws regarding equal
employment opportunity.


                                                                      Company: __________________________

                                                                      ___________________________________

                                                                      Remit to
                                                                      Address: _________________________

                                                                      City, State
                                                                      Zip: ____________________________

                                                                      Phone: _________________________

                                                                      Name (print): ________________________

                                                                      Signature: _______________________

                                                                      Title:


         Subscribed and sworn to before me this              day of                     , 20     .

                                                                               ___________________________
                                                                                 Notary Public

My commission expires: _______________
My commission number: _______________
County and State where notarized:___________



    The Affidavit must be signed by an authorized agent and notarized




                                                                         14
Revised December 8, 2009
                                                      Invitation For Bid
                                                   TAC 527C – Addendum 4                                     City of Tulsa,
                                                   Merchant Card Services                                     Oklahoma
                                                                                                                 Page 15 of 35
                                                    Issued: June 17, 2010

                                                 FORM #6 (PAGE 1 OF 1)
             ACKNOWLEDGMENT OF RECEIPT OF ADDENDA/AMENDMENTS


I hereby acknowledge receipt of the following addenda or amendments, and understand that such addenda or amendments are incorporated
into the Bid Packet and will become a part of any resulting contract.


List Date and Title/Number of all addenda or amendments: (Write “None” if applicable).




                                                              Sign Here ►


                                                              Printed Name:


                                                              Title:


                                                              Date:




                                                                 15
Revised December 8, 2009
                                                          Invitation For Bid
                                                       TAC 527C – Addendum 4                                           City of Tulsa,
                                                       Merchant Card Services                                           Oklahoma
                                                                                                                            Page 16 of 35
                                                        Issued: June 17, 2010
                                  INSTRUCTIONS, TERMS AND CONDITIONS FOR BIDDERS
                                                              (Page 1 of 4)
    1.   PURCHASING AUTHORITY. City issues this Invitation For Bid pursuant to Tulsa City Charter, Art. XII, §14 and Tulsa Revised
         Ordinances, Title 6, Ch. 4, the provisions of which are incorporated herein.

    2.   DEFINITIONS. The following terms have the following meanings when used in the documents comprising this Bid Packet.
         A.       “Acceptance” with respect to a Bid shall mean the City’s selection of a Bid, and award of a contract to the
         Bidder/Financial Services Provider.

         B.       “Acceptance” with respect to delivery of Financial Services provided under a Purchase Agreement shall mean City’s
         written acknowledgement that Financial Services Provider has satisfactorily provided such Financial Services as required.

         C.       “Addenda” “Addendum” or “Amendment(s)” shall mean a clarification, revision, addition, or deletion to this Invitation
         For Bid by City which shall become a part of the agreement between the parties.

         D.        “Authorized Agent” means an agent who is legally authorized to bind the Financial Services Provider under the law of the
         State in which the Financial Services Provider is legally organized. An Authorized Agent must sign all documents in the Bid Packet
         on behalf of the Financial Services Provider. Under Oklahoma law, the Authorized Agent for each of the following types of entities
         is as stated below:

         o    Corporations – the president, vice president, board chair or board vice chair can sign; others can sign if they have and provide
              the City with (i) a corporate resolution giving them authority to bind the Financial Services Provider, and (ii) a recent corporate
              secretary’s certificate indicating the authority is still valid.
         o General Partnerships – any partner can sign to bind all partners.
         o Limited Partnerships – the general partner must sign.
         o Individuals – no additional authorization is required, but signatures must be witnessed and notarized.
         o Sole Proprietorship – the owner can sign. Any other person can sign if s/he provides a recent Power of Attorney, signed by
              the owner, authorizing him/her to bind the sole proprietorship.
         o Limited Liability Company (LLC) – The manager as named in the Operating Agreement can sign. Any person authorized by
              the Operating Agreement or a member can sign providing the person submits a copy of the authorization with a certificate of
              the members indicating the authorization is still valid.
         Entities organized in States other than Oklahoma must follow the law of the State in which they are organized.

         E.      “Bid” means the Financial Services Provider’s offer to provide the requested Financial Services set forth in Exhibit B1, B2,
         and C and any additional materials or information the Financial Services Provider chooses to submit to support the Bid.

         F.       “Bidder ” means the legal entity which submits a Bid for consideration by City in accordance with the Invitation For Bid.

         G.       “Bid Packet” consists of the following documents (1) the Notice of Invitation for Bid, (2) the Summary Sheet, (3) Form #1,
         (4) Form #2, (5) Form #3, (6) Form #4, (7) Form #5, (8) Form #6, (9) the Instructions, Terms and Conditions for Bidders, (10)
         Special Requirements, (11)Technical Specifications, and (12) Exhibits A1, A2 and B.

         H.       “Bid Submission Date” shall mean the last date by which the City will accept Bids for an Invitation For Bid.

         I.       "City” shall mean the City of Tulsa, Oklahoma.

         J.       “Days” shall mean calendar days unless specified otherwise.

         K.        “Primary Financial Services Provider” shall mean the Financial Services Provider whose Bid City selected as the
         principal supplier of the Financial Services required under this Agreement.

         L.       “Project Buyer” shall mean the City’s employee assigned to serve as the contact person for Bidders/Financial
         Services Providers responding to Invitations For Bid or completing contracts herein.

         M.       “Purchasing Division or Office” shall mean the City of Tulsa’s Purchasing Division, located at 175 East 2nd Street,
         Suite 865, Tulsa, Oklahoma 74103

         N.      “Secondary Financial Services Provider” shall mean the Financial Services Provider whose Bid City selected as a
         back-up supplier in the event the Primary Financial Services Provider is unable to provide all the Financial Services required.


                                                                      16
Revised December 8, 2009
                                                         Invitation For Bid
                                                      TAC 527C – Addendum 4                                          City of Tulsa,
                                                      Merchant Card Services                                          Oklahoma
                                                                                                                           Page 17 of 35
                                                       Issued: June 17, 2010
                                                             (Page 2 of 4)
        O.       “You” or “Your” shall mean the Bidder responding to this Invitation For Bid or the Financial Services Provider whose
        Bid the City selected and awarded a contract.

        P.       “Website” shall mean the City of Tulsa’s website for the Purchasing Division: www.cityoftulsapurchasing.org.

3.      QUESTIONS REGARDING INVITATION FOR BID. Questions regarding any portion of this Invitation For Bid must be
        submitted in writing (sent by mail, fax or email) to the Project Buyer indicated on the Summary Sheet herein. You should
        submit questions as early as possible and preferably before the pre-Bid conference. Questions and concerns must be
        received no later than seven (7) days prior to the Bid Packet due date. Any oral responses to questions before the contract is
        awarded are not binding on City. At City’s discretion, any information or clarification made to you may be communicated to
        other Bidders that notified City of their intent to Bid if appropriate to ensure fairness in the process for all Bidders. You must
        not discuss questions regarding the Invitation For Bid with anyone other than the Project Buyer or other Purchasing Division
        staff or your Bid may be disqualified, any contract recommendation or Acceptance may be rescinded, or any contract may be
        terminated and delivered Goods returned at your expense and City refunded any payments made.

4.      ORAL STATEMENTS. No oral statements by any person shall modify or otherwise affect the provisions of this Invitation For Bid
        and/or any contract resulting therefrom. All modifications, addenda or amendments must be made in writing by City’s Purchasing
        Division.

5.      EXAMINATION BY BIDDERS. You must examine the specifications, drawings, schedules, special instructions and the documents
        in this Bid Packet prior to submitting any Bid. Failure to examine such documents and any errors made in the preparation of such
        Bid are at your own risk.

6.      ADDENDA OR AMENDMENTS TO INVITATIONS FOR BID. City may addend or amend its Invitation For Bid at any time before
        the Bid Submission Date, and any such addenda or amendments shall become a part of this Agreement. City will attempt to send a
        notification (by fax or email) of any addenda or amendments to those Bidders who have responded to the City’s Project Buyer of
        their intent to respond to the Invitation For Bid. However, it is your responsibility to inquire about any addenda or amendments,
        which will be available from the City’s Purchasing Division and its website. You must acknowledge receipt of any addenda or
        amendments by signing and returning the Acknowledgment of Receipt of Addenda/Amendments form and attaching it to this
        Invitation For Bid with your Bid. City may reject any Bid that fails to acknowledge any addenda or amendments.

7.      SPECIFICATIONS/DESCRIPTIVE TERMS/SUBSTITUTIONS. Unless the term “no substitute” is used, the City’s references to a
        brand name, manufacturer, make, or catalogue designation in describing an item in this Bid Packet does not restrict you to that
        brand or model, etc. The City may make such references to indicate the type, character, quality and/or performance equivalent of
        the item desired. However, you are required to furnish the exact item described in your Bid unless a proposed substitution is clearly
        noted and described in the Bid.

        The parties recognize that technology may change during the period Bids are solicited and subsequent contracts are performed.
        Therefore, City may at its option accept changes or substitutions to the specifications for Goods of equal or better capabilities at no
        additional cost to City. In the case of existing contracts, you shall give City 30 days advance notice in writing of any such proposed
        changes or substitutions. City shall determine whether such items are acceptable as well as any proposed substitute.

        All Goods shall be new unless otherwise so stated in the Bid. Any unsolicited alternate Bid, or any changes, insertions, or omissions
        to the terms and conditions, specifications, or any other requirements of this Bid, may be considered non-responsive and the Bid
        rejected.

8.      PRICES/DISCOUNTS. Prices shall be stated in the units and quantity specified in the Bid Packet documents. In case of
        discrepancy in computing the Bid amount, you guarantee unit prices to be correct and such unit prices will govern. Prices shall
        include transportation, delivery, packing and container charges, prepaid by you to the destination specified in the Specifications.
        Discounts for prompt payment will not be considered in Bid evaluations, unless otherwise specified. However, offered discounts for
        prompt payment will be taken if payment is made within the discount period. With respect to some Invitations for Bid the City may
        request price adjustment Bids for renewal periods. If price adjustments Bids are requested the specifics of that request will be set
        forth on the Bid

9.      DELIVERY. All prices quoted shall be based on delivery F.O.B. Tulsa, Oklahoma or to any other points as may be designated in
        the Technical Specifications, with all charges prepaid by Financial Services Provider to the actual point of delivery. Bids must state
        the number of days required for delivery under normal conditions.




                                                                     17
Revised December 8, 2009
                                                            Invitation For Bid
                                                         TAC 527C – Addendum 4                                              City of Tulsa,
                                                         Merchant Card Services                                              Oklahoma
                                                                                                                                 Page 18 of 35
                                                          Issued: June 17, 2010
                                                                (Page 3 of 4)
10.     TAXES. City is exempt from federal excise and state sales taxes and such taxes shall not be included in the Bid prices.

11.     BID SUBMISSION. The Bid Packet forms must be prepared in the name of Bidder and properly executed by an Authorized Agent
        with full knowledge and acceptance of all provisions, in ink and notarized. Bids may not be changed or withdrawn after the deadline
        for submitting Bids (the “Bid Submission Date”). A Bid is an irrevocable offer and when accepted by City (as evidenced by City’s
        execution of the Purchase Agreement) shall constitute a firm contract.

             A.   BIDS MUST BE SUBMITTED ONLY ON THE BID PACKET FORMS AND SIGNED BY AN AUTHORIZED AGENT. THE
                  ENTIRE BID PACKET MUST BE RETURNED AS RECEIVED WITH ALL FORMS COMPLETED. YOU MAY ATTACH,
                  AFTER EXHIBIT C, ANY DOCUMENTS NECESSARY TO COMPLETELY AND ACCURATELY RESPOND TO THE
                  REQUEST.          BIDS MUST BE IN STRICT CONFORMANCE WITH ALL INSTRUCTIONS, FORMS, AND
                  SPECIFICATIONS CONTAINED IN THIS BID PACKET.
             B.   Sealed Bids may be either mailed or delivered, but must be received at:
                             City of Tulsa – Office of City Clerk
                                        nd
                             175 East 2 Street, Suite 260
                             Tulsa, Oklahoma 74103
             C.   Bids will be accepted at the above address from 8:00 a.m. to 5:00 p.m., Monday thru Friday except for City holidays. City
                  is not responsible for the failure of Bids to be received by the City Clerk’s Office prior to the due date and time.
             D.   Late Bids will be rejected. The Purchasing Agent, in his sole discretion, may make exceptions only for the following
                  reasons:
                  1. City Hall closed for business for part or all of the day on the date the response was due;
                  2. If the City deems it appropriate due to large-scale disruptions in the transportation industry that may have
                       prevented delivery as required.
                  3. If documented weather conditions caused the late delivery. You must provide documentation of such weather to the
                       satisfaction of the Purchasing Agent.
             E.   City will not accept faxed Bids, nor will City accept Bids faxed to the City Clerk, Purchasing Division or Office, or any
                  other City office or employee.
             F.   City is not responsible for any of your costs in preparing the Bid response, attending a pre-Bid conference, or any other
                  costs you incur, regardless of whether the Bid is submitted, accepted or rejected.
             G.   All Bids must be securely sealed and plainly marked with the Bid Number, Bid Title, and Bid Opening Date on the lower left corner
                  of the outside of the Bid envelope. Your name and address must also be clearly indicated on the envelope.
             H.   If submitting multiple options (“Option(s)”) to the Invitation for Bid, each will be considered separately requiring each response to
                  be complete and accurate. Each Option must be clearly marked as Option 1 of 3, Option 2 of 3, etc.
             I.   The number of copies you must submit is listed on the Summary Sheet in the front of the Bid Packet. However, at a minimum,
                  there will be (1) an original, clearly labeled as such in 1” red letters on the Bid Packet cover page, and (2) a copy for City’s
                  Purchasing Division, clearly labeled as such in 1” red letters on the Bid Packet cover page. If binders are used, they must also be
                  labeled.
             J.   Multiple boxes or envelopes are permissible, but must not weigh more than 50 pounds. Each box must be labeled as
                  instructed herein and numbered (i.e., Box 1 of 3; Box 2 of 3). The original must be in Box #1.
             K.   The original and all copies (either paper or electronic) must be identical in all respects. Bids must be completed and
                  submitted in ink or typewritten. Bids written in pencil will be rejected. Any corrections to the Bids must be initialed in ink.

12.     BID REJECTION OR WITHDRAWL.
               A. City may reject any or all Bids, in whole or in part.
               B. A Bid may be rejected if it contains additional terms, conditions, or agreements that modify the requirements
                  of this Invitation For Bid or attempts to limit Bidder’s liability to the City.
               C. A Bid may be rejected if Bidder is currently in default to City on any other contract or has an outstanding indebtedness
                  of any kind to City.
               D. City reserves the right to waive any formalities or minor irregularities, defects, or errors in Bids.
               E. Bid withdrawal may only be accomplished by an Authorized Agent requesting the withdrawal in person at the City
                  Clerk’s office before the City’s close of business on the Bid Submission Date.

13.     BID RESULTS. A tabulation of Bids received will be made available on the City’s Purchasing Division website generally within 5
        working days after the Bid Opening Date. After a contract award is recommended to the Mayor, a copy of the Bid summary will be
        available in the City Clerk’s Office. Bid results are not provided in response to telephone or email inquiries.

14.     PURCHASE ORDER. In the event that the successful Bid is for an amount less than One Hundred Thousand Dollars ($100,000),
        and it is determined by the City to be in the best interests of the City, the City, in its sole discretion, may issue a Purchase Order
        rather than execute the Purchase Agreement to purchase the Goods. If a Purchase Order is issued, however, the terms of the Bid


                                                                         18
Revised December 8, 2009
                                                         Invitation For Bid
                                                      TAC 527C – Addendum 4                                          City of Tulsa,
                                                      Merchant Card Services                                          Oklahoma
                                                                                                                           Page 19 of 35
                                                       Issued: June 17, 2010
                                                             (Page 4 of 4)
        Packet documents, including the Purchase Agreement, will govern the transaction and be enforceable by the City and
        Bidder/Financial Services Provider.

15.     CONTRACT AWARD. If a contract is awarded, it will be awarded to the Bidder that City determines is the lowest secure Bidder
        meeting specifications. Such Bid analysis will consider price and other factors, such as Bidder qualifications and financial ability to
        perform the contract, as well as operating costs, delivery time, maintenance requirements, performance data, history of contract
        relations with City, and guarantees of materials and equipment, as applicable. A complete list of the factors that are considered is
        set forth in Tulsa Revised Ordinances, Title 6, Ch. 4, §406E. Unless otherwise noted, City reserves the right to award a contract by
        item, one or more groups of items, or all the items in the Bid, whichever is in City’s best interest.

16.     IRS FORM W-9. If City selects your Bid and awards a contract to you, you will have ten (10) days from notification of the award to
        provide City with your complete IRS Form W-9.

17.     NOTICE TO PROCEED. If City accepts your Bid and executes the Purchase Agreement, you shall not commence work until
        authorized to do so by the Purchasing Agent or his representative. Receipt of a Purchase Order from the City is notice to proceed.

18.     PAYMENTS. Invoices should be mailed to: City of Tulsa – Accounts Payable
                                                           nd
                      `                         175 East 2 Street, S# 875
                                                Tulsa, Oklahoma 74103

        Payment will be made Net 30 days after receipt of a properly submitted invoice or the City’s Acceptance of the Financial Services,
        whichever is later, unless City decides to take advantage of any prompt payment discount included in the Bid.




                              (The rest of this page intentionally left blank)




                                                                     19
Revised December 8, 2009
                                                       Invitation For Bid
                                                    TAC 527C – Addendum 4                                                 City of Tulsa,
                                                    Merchant Card Services                                                 Oklahoma
                                                                                                                               Page 20 of 35
                                                     Issued: June 17, 2010
                                                 SPECIAL REQUIREMENTS
                                                                (Page 1 of 2)
1. Irrevocable Offer Period. You understand and acknowledge that the offer submitted as your Bid is firm and irrevocable from the
City’s close of business on the Bid Submission Date until ___365___ days after the Bid Opening Date.

2. General Liability/Indemnification. You shall hold City harmless for any loss, damage or claims arising from or related to your
performance of the Purchase Agreement. You must exercise all reasonable and customary precautions to prevent any harm or loss to all
persons and property related to the Purchase Agreement. You agree to indemnify and hold the City harmless from all claims, demands,
causes of action or suits of whatever nature arising out of the Goods, Services, labor, or materials furnished by you or your subcontractors
under the provisions of the Bid Packet documents.

3. Liens. Pursuant to City’s Charter (Art. XII, §5), no lien of any kind shall exist against any property of City. Bidder shall deliver all goods to
City free and clear of liens. Delivery by Financial Services Provider to City of goods which are subject to liens under the Purchase
Agreement shall be a material breach of the Purchase Agreement and all damages and costs incurred by City as a result of the existence of
such liens shall be paid to City by Financial Services Provider. At City’s option, City may return such goods to Financial Services Provider
and Financial Services Provider shall pay the cost of returning such goods and reimburse City for any payments made for such goods.

4. Insurance. If checked “Yes,” the following insurance is required:                              Yes:          No: _X__


5. Bonding.
       A. Bid Bond. If the box is checked “Yes,” the Bid Bond is required:

                   Yes: ___            No: X

         B.   Performance Bond. If the box is checked “Yes,” the Performance Bond is required:

                   Yes: ___                      No: X

6.   References. If the box is checked “Yes,” References are required:

                   Yes: X (3)                    No:

For each reference, the following information must be included: Company Name, Contact Name, Address, Phone Number, E-Mail
Address

A    COMPANY NAME ____________________________________________________________
     ADDRESS      _____________________________________________________________
     TELEPHONE NUMBER________________________________________________________
     CONTACT NAME ____________________________________________________________
     EMAIL ADDRESS ____________________________________________________________
     LENGTH OF TIME FOR MERCHANT CARD SERVICES RELATIONSHIP _________________


B    COMPANY NAME ____________________________________________________________
     ADDRESS      _____________________________________________________________
     TELEPHONE NUMBER________________________________________________________
     CONTACT NAME ____________________________________________________________
     EMAIL ADDRESS ____________________________________________________________
     LENGTH OF TIME FOR MERCHANT CARD SERVICES RELATIONSHIP _________________




C    COMPANY NAME ____________________________________________________________
     ADDRESS      _______________________________________________________________
     TELEPHONE NUMBER _______________________________________________________
     CONTACT NAME ____________________________________________________________
     EMAIL ADDRESS ____________________________________________________________
     LENGTH OF TIME FOR MERCHANT CARD SERVICES RELATIONSHIP _________________

                                                                        20
Revised December 8, 2009
                                                     Invitation For Bid
                                                  TAC 527C – Addendum 4                                     City of Tulsa,
                                                  Merchant Card Services                                     Oklahoma
                                                                                                                 Page 21 of 35
                                                   Issued: June 17, 2010
D    COMPANY NAME ____________________________________________________________
     ADDRESS      _______________________________________________________________
     TELEPHONE NUMBER _______________________________________________________
     CONTACT NAME ____________________________________________________________
     EMAIL ADDRESS ____________________________________________________________
     LENGTH OF TIME FOR MERCHANT CARD SERVICES RELATIONSHIP _________________


E    COMPANY NAME ____________________________________________________________
     ADDRESS      _______________________________________________________________
     TELEPHONE NUMBER _______________________________________________________
     CONTACT NAME ____________________________________________________________
     EMAIL ADDRESS ____________________________________________________________
     LENGTH OF TIME FOR MERCHANT CARD SERVICES RELATIONSHIP _________________


7.    The Vendor will supply a minimum of three (3) qualified references to whom Merchant Card Services comparable to
    those required by the City are provided. It is preferred that the three references are located in the Tulsa or Oklahoma
 markets region. The City also requests at least two additional references from the government or public sector (any
market region) if not included in the three local references submitted. Each reference is to include the following
information:


                 Ÿ         Company Name and Address
                 Ÿ         Contact Name, Position, and Telephone Number
                 Ÿ         Length of time for Merchant Card Services relationship.


All references will be verified by the City of Tulsa to ascertain satisfaction level and performance experiences with the Vendor
and its on-going support services and responsiveness to customer needs.




                                   (The rest of this page intentionally left blank)




                                                                21
Revised December 8, 2009
                                                            Invitation For Bid
                                                         TAC 527C – Addendum 4                                               City of Tulsa,
                                                         Merchant Card Services                                               Oklahoma
                                                                                                                                  Page 22 of 35
                                                          Issued: June 17, 2010
                                                    TECHNICAL SPECIFICATIONS


1.0   Introduction

      This Invitation to Bid (IFB) document is intended to assist merchant card services providers (Vendors) in the preparation of bids for provision
      of Merchant Card Services to the City of Tulsa, Oklahoma (City).

        1.1      Background
                   The City intends to contract with a Vendor in order to facilitate its acceptance of Visa/MasterCard credit/debit cards and its
        need to process Discover Card/American Express Card authorizations as payment tender related to a variety of City services, activities,
        and obligations.

        1.2         Objective
                    The purpose of this (IFB) is to invite Vendors to submit bids for the provision of Merchant Card Services to the City. The City
        seeks bids that contain fixed unit pricing for each of the services listed on the attached Exhibit A1and A2 - Price Bid Sheets. It is the City’s
        intent to identify costs associated with a base level of services and volumes while permitting flexibility to obtain additional services as
        conditions warrant, and to have the terms and conditions for such modifications known in advance as part of the contractual agreement.
        In addition, a section identified as Exhibit B - Other Costs Bid Detail is provided for the Vendor to list any applicable charges that are not
        identified on Exhibit A1 and A2 - Price Bid Sheets for which they would reasonably anticipate charging the City. Any conversion costs,
        initial set-up costs, or other additional activity fees not listed in Exhibit A1, A2 that may be charged to the City should be identified on
        Exhibit B. Historical volume levels for the City of Tulsa’s Visa/MasterCard credit/debit card activity are provided in Table 1 and are based
        on the 2009/2010 fiscal year’s actual experience; however, volume levels cannot be guaranteed. Credit/debit card activity and volume
        levels may be increased or decreased beyond the stipulated base level in accordance with the City’s needs at any time.




2.0   Competitive Process

        2.1       Intent
                  This IFB invites bids from Vendors that can demonstrate the ability to provide such services in accordance with the existing
        and future credit/debit card acceptance needs of the City of Tulsa. The City’s primary evaluation will be based on the level of
        services currently used by the City’s combined merchant operations. Those services and volumes are reflected on the attached
        Exhibit A1 and A2 - Price Bid Sheets. In responding to the IFB, Vendors should also identify on Exhibit B - Other Costs Bid Detail any
        pricing issues not reflected in Exhibit A1 and A2 and feel free to offer their suggestions for alternative or additional services if so
        desired.

        2.2       Rules for IFB Process

                  2.2.1     Communications with the City

                            2.2.1.1 It is requested that responding Vendors designate one (1) IFB representative to serve as liaison
                            between the Vendor and the City. The representative’s name along with primary phone, fax, e-mail and regular
                            mail contact information should be included in the Vendor’s response. All communications between the City and
                            the Vendor will be directed through this individual.

                            2.2.1.2              All inquiries regarding the IFB process must be in writing (email) and should be addressed to:
                                                            Cathy D. Evans
                                                            cdevans@cityoftulsa.org



                  2.2.2     Treatment of Information

                            2.2.2.1 All information received or obtained by the Vendor in connection with this IFB must be treated as
                            confidential and not used for any purpose other than for replying to this IFB, and for fulfillment of any subsequent
                            contract, if awarded.




                                                                         22
Revised December 8, 2009
                                                          Invitation For Bid
                                                       TAC 527C – Addendum 4                                             City of Tulsa,
                                                       Merchant Card Services                                             Oklahoma
                                                                                                                              Page 23 of 35
                                                        Issued: June 17, 2010

                           2.2.2.2 All information obtained by the City from Vendors will be retained by the City for public record purposes.
                            Any proprietary information should be identified as such, along with the desired treatment specified. All
                           information received by the City from Vendors is subject to the Oklahoma Open Records Act.

                           2.2.2.3 Bids will be disqualified if information relevant to the evaluation process cannot be retained for possible
                           disclosure in the context of established audit processes.

                 2.2.3     General Points of Consideration
                           2.2.3.1 All bids shall be submitted in the form of a sealed bid. Any bid can be rejected.

                           2.2.3.2 Any Vendor selection resulting from this IFB is subject to the successful conclusion and execution of a
                           contract between the Vendor and the City of Tulsa.

                           2.2.3.3   No news release concerning the IFB may be made without prior written approval of the City of Tulsa.

                           2.2.3.4 All Vendors should respond to the IFB by and on behalf of their organizations only. No joint bids will be
                           accepted. Note: This does not preclude the Vendor from having a sub-contractual agreement with another company,
                           subject to City’s approval in accordance with Paragraph 26 of the Purchase Agreement. The City intends to contract
                           with a single Vendor for its Visa/MasterCard credit/debit card acceptance services and Discover Card/American
                           Express Card authorizations services.




3.0   Vendor Selection



        3.1      Objectives
                  The objective of the evaluation process is to select a Vendor that can best meet the City of Tulsa's Visa/MasterCard credit/debit
        card acceptance and Discover Card/American Express Card authorization services requirements by conducting bid evaluations in a
        comprehensive, equitable and timely manner. In keeping with this objective, all responses and accompanying bids must be received in
        the City Clerk's Office by the Bid Submission Deadline. Any responses received after the deadline will be rejected.




        3.2      Pre-Bid Conference
                   There are no plans to hold a pre-bid conference. However, should a pre-bid conference be requested by one or more of the
        likely bidders, the City will re-evaluate its plan and reserves the right to require one, with adequate advance notification, if deemed
        necessary to meet the needs of prospective bidders or the City.




        3.3      Evaluation Process
                  During the final evaluation, the Merchant Card Services selection team will recommend the Vendor that best meets the City of
        Tulsa's interests and requirements. Upon approval of the Mayor of the City of Tulsa, a contract is awarded to the selected Vendor. It is
        important to note that the selection of a Vendor is also subject to the successful conclusion of a contract between the Vendor and the City
        of Tulsa. All participating bidders will be notified by email of the contract award, whether or not they are the successful bidder.




                                                                       23
Revised December 8, 2009
                                                         Invitation For Bid
                                                      TAC 527C – Addendum 4                                         City of Tulsa,
                                                      Merchant Card Services                                         Oklahoma
                                                                                                                         Page 24 of 35
                                                       Issued: June 17, 2010
        The submitted bids will be evaluated on the following basis:


                 3.3.1     Costs of standard and authorization processing services identified in Exhibit A1 – 60%


                 3.3.2     Acceptability and benefits provided to the City for narrative responses to questions/requests for
                           responses stated in this IFB. – 15%

                 3.3.3     Costs of exception and optional services identified in Exhibit A2 – 5%


                 3.3.4     Other costs, including conversion costs, if any, identified in Exhibit B – 5%


                 3.3.5     Overall ability to provide quality services that satisfy the City’s best interests and requirements in an
                           efficient, user-friendly manner. – 15%




        3.4      Contract Award
                 The contract shall be awarded to the Vendor whose bid is responsive to the bid and is most advantageous to the City,
        considering the factors identified in the bids and Section E of Chapter 4 of Title 6, The Purchasing Ordinance set forth below:


                 3.4.1     Authority in Mayor - The Mayor shall have the authority to award contracts within the purview of this
                 Chapter.


                           3.4.1.1  Lowest Secure Bidder - Contracts shall be awarded to the lowest secure bidder. In determining
                           "lowest secure bidder", in addition to price, the following factors shall be considered:

                                 A)    The ability, capacity and skill of the bidder to perform the contract or provide the service required;

                                 B)   Whether the bidder can perform the contract or provide the service promptly or within the time
                                 specified, without delay or interference;

                                 C)    The character, integrity, reputation, judgment, experience and efficiency of the bidder;

                                 D)    The quality of performance on previous contracts or services;

                                 E)   The previous and existing compliance by the bidder with laws and ordinances relating to the
                                 contract or service;

                                 F)   The sufficiency of the financial resources and ability of the bidder to perform in accordance with
                                 the contract or provide the service;

                                 G) The quality, availability and adaptability of the supplies or contractual services to the particular
                                 use required;

                                 H) The ability of the bidder to provide future maintenance and service for the use of the subject of
                                 the contract; and

                                 I)    The number and scope of conditions attached to the bid.




                                                                       24
Revised December 8, 2009
                                                             Invitation For Bid
                                                          TAC 527C – Addendum 4                                              City of Tulsa,
                                                          Merchant Card Services                                              Oklahoma
                                                                                                                                  Page 25 of 35
                                                           Issued: June 17, 2010
4.0     Vendor Submissions



        4.1       Reply Format
                   It is requested that Vendors structure their response to the IFB according to the format outlined in this section. Complete and
        thorough responses are strongly encouraged because they will provide the basis for bid award. Failure to comply with this request will not
        necessarily eliminate the bid from consideration but could have an effect on the final result of the City of Tulsa's evaluation. An electronic
        version of the base IFB document and exhibits is available upon request to the City’s designated liaison, Cathy D. Evans (see section
        2.2.1.2), to assist bidders in the preparation of their responses.


                  4.1.1      The Vendor’s response should address all of the requirements described in the IFB. The Vendor
                  should refer to the paragraph number for each requirement that warrants a response, particularly for all of
                  Sections 4.0, 5.0, and 6.0. Responses should be presented in the same sequence as presented in each
                  section of the IFB.       When an item or an entire portion does not warrant a specific response or affirmation,
                  please indicate "NO REPLY REQUIRED". Response to any items must be on a separate sheet of paper and
                  placed after Exhibit C of the Bid Packet. Nothing should be inserted or written in or on the Bid Packet, except
                  the pricing on Exhibits A1, A2 and B.




        4.2       Specific Document Submissions


                  4.2.1     Sample of daily, monthly, and annual activity reports, including both detail and summary levels, which would
                       typically be used by the Vendor for internal reconcilement and management analysis purposes.

                  4.2.2     Sample of any proposed insurance or other securitization methods which would typically provide for coverage against
                            losses to the City for funds in transit held by the Vendor or its subcontractors for any length of time, including intra-day
                            periods, if applicable per section 5.1.

                  4.2.3     Applicable Organizational Charts for your business, sufficient to identify your corporate / subsidiary / holding company
                            structure and the management structure for your specific business unit within the corporation.

                  4.2.4     Sample of any other special forms or documents to be required and/or used by the Vendor.

                  4.2.5    References per paragraph 6 of the Special Requirements

                  4.2.6    The Vendor’s response should include a complete funding flowchart with accompanying timeline or timeline
                           references. This submission should be adequate so as to clearly identify the funding process resulting from
                           acceptance of a credit/debit card transaction, from the point of sale with the customer to the point that funds are
                           deposited to the City’s designated account(s) with its depository financial institution(s).

                  4.2.7    Completed cost quotations per section 4.3




                                                                         25
Revised December 8, 2009
                                                            Invitation For Bid
                                                         TAC 527C – Addendum 4                                               City of Tulsa,
                                                         Merchant Card Services                                               Oklahoma
                                                                                                                                  Page 26 of 35
                                                          Issued: June 17, 2010
                4. Cost Quotations
                   The responses in this section should contain all cost information for the bid. Prices quoted must remain valid for the life of the
        Agreement. It is requested that the Vendor include the prices for its services and all other associated costs in the manner indicated in the
        following sections.

                 The Vendor is to supply all information necessary to evaluate the total net cost of Merchant Card Services on the bid forms
        referenced below.


                  1.   Exhibit A1 - Price Bid Sheet for designated standard and authorization services
                  2.   Exhibit A2 - Price Bid Sheet for designated exception and optional services
                  3.   Exhibit B - Other Costs-Bid Detail sheet

        During the course of this Agreement and all subsequent renewals, if any, the price of Merchant Card Services will be fixed as set
        forth in Exhibits A1, A2 and B. If the Vendor anticipates some basis for pricing adjustments for any renewal period, such as a pass-
        through of credit card association interchange fees, such basis will need to be clearly defined with verifiable documentation to
        evidence the basis for adjustments.




5.0 VENDOR QUALIFICATIONS


        5.1       Business Background, Safety and Soundness
                  The Vendor must demonstrate sufficient assurance that it is capable of fulfilling a contractual agreement to provide the
        City’s required services and to adequately protect the City’s funds and financial operations related to such services. Therefore, it is
        requested that the Vendor submit sufficient biographical summary information, including current financial statements or like public
        statements of condition, in order to demonstrate its qualifications to provide Merchant Card Services to the City and to protect it from
        interruption of normal business operations or losses arising from performance of those services.

        In the event that the Vendor or its subcontractors hold in their custody any City funds, which are in transit to the City’s designated
        depository account(s), some form of securitization for such financial assets will be required. Any such custody of City funds by an entity
        other than the City’s designated depository institution(s), at any point in time during the clearing and settlement process regardless of time
        held, should be clearly identified in the funding flowchart requested in section 4.2.7. Letters of Credit, Bonds, and Third Party Safekeeping
        of Collateral are acceptable methods of securitization for this purpose, subject to the City’s approval of issuer, terms, collateral, and dollar
        amount. A sample of any proposed insurance or other securitization methods which would typically provide for coverage against losses to
        the City for such funds in transit should be submitted for review and acceptance by the City per section 4.2.3.

        5.2     SAS-70 Certification
                The American Institute of Certified Public Accountants ( AICPA ) has established certification criteria under their
        Statement of Auditing Standards No. 70 ( SAS-70 ) for financial services providers. Please identify whether your organization
        has SAS-70 certification for the services being proposed and at what level the certification has been established.

        5.3     Cardholder Information Security Program (CISP)
                CISP compliance is required of all merchants and service providers that store, process, or transmit Visa/MasterCard
        cardholder data and applies to all payment channels including e-commerce. Compliance with CISP means compliance with the
        PCI Data Security Standard along with required program validation. Please identify whether or not your services solution(s) is
        CISP compliant and if you are, at what level of service provider your services solution(s) is compliant.




                                                                         26
Revised December 8, 2009
                                                         Invitation For Bid
                                                      TAC 527C – Addendum 4                                          City of Tulsa,
                                                      Merchant Card Services                                          Oklahoma
                                                                                                                           Page 27 of 35
                                                       Issued: June 17, 2010
6.0     Service Requirements

        The following information is provided to specify the services and related terms/conditions required by the City during this
        Agreement.



        6.1      Multiple Merchant Operations
               By the time of this new contract period the City will have ten(10) separate Merchant I.D.’s linked to a consolidated
              “enterprise relationship” for the credit/debit card payment transactions processed. These separate identities coincide with
              separate “operating groups” and also serve to delineate distinctly unique business processes (business lines) within the City
              for control, settlement, costing, and reconcilement purposes. Additionally, the ten Merchant I.D.’s are separated into five (5)
              billing groups. Services/activity for the Performing Arts Center (PAC), PAC Agent 1, PAC Agent 2 and Utility WEB are
              each invoiced separately. Services/activity for City Hall, Parking Meters, Booking, Municipal Court E-Payment,
              Parks/Recreation and Animal Shelter merchant operations are combined into one monthly invoice supported by separate
              detailed activity reports. The City further recognizes the existence of expansion opportunities for credit/debit card acceptance
              applications which may prove advantageous to its business practices and/or public customer base. Implementation of any
              such opportunities may necessitate establishment of additional Merchant I.D.’s within the City’s merchant card provider
              relationship. Please describe your capability and methods to accommodate multiple merchant operations within a
              consolidated operational and contractual “enterprise relationship”; and, how you will address pricing issues related to such
              expansion.

              6.1.1         Performing Arts Center (PAC)- This merchant group currently has the ability to accept Visa, MasterCard,
                           Discover, and American Express as payment for a variety of entertainment events that are held at the PAC
                           facility (acceptance of American Express has been suspended for the present time however intentions are to
                           reactivate). Purchase activities under this contract/Merchant are made via walk-in customer traffic and
                           through telephone sales. Credit/debit card sales transactions are input utilizing two distinctly different modes and
                           transaction routing schemes. The PAC utilizes two stand-alone authorization terminals onsite primarily for
                           corrections, exceptions and back-up for customer ticket sales. Each terminal has an integrated printer for
                           receipts and sales vouchers. These transactions are routed directly through software resident with an
                           intermediate processor designated by our existing merchant card services provider and passed through to VITAL
                           for final settlement.

                           The primary credit/debit card transaction input method utilized by the PAC is through their online ticketing system
                           (ProVenue Elite) and is accessed via an encrypted SSL connection to a Tickets.com server. The Tickets.com
                           server is then connected via a dedicated line to the merchant card services provider. The electronic payment
                           processing application for their system is called ProtoBase eXpress which provides a generic Application
                           Programming Interface (API) independent of the third party processor or acquirer. The Vendor for this application
                           is Southern DataComm, Inc., of Clearwater, Florida. The ticketing system is accessed by PAC personnel through
                           onsite terminals for all routine walk-up and telephone sales. Sales for events associated with the PAC are
                           transacted under the PAC’s credit card merchant I.D. and routed through the City’s merchant card services
                           provider. All credit/debit card activity processed through the onsite terminals at PAC is done under the same
                           merchant I.D. number. PAC credit/debit card activity is also processed by other non-City locations and outlets
                           such as Tickets.com. These transactions are performed under separate merchant agreements with separate
                           I.D.’s and are settled directly between the PAC and the ticket issuer/financial services provider for Internet based
                           activity. All other PAC related activity transacted by these non-City entities, such as phone room rollover, is
                           processed through the PAC ticketing system in the same manner as an internal user utilizing the City’s
                           credit/debit card merchant agreement and ID.

                           Please describe how the solution you propose will integrate with this environment along with specific
                           identification of any required changes to the PAC’s general operating practices and its: 1) Authorization
                           Software; 2) Credit Card Processor; and, 3) Swipe input device specifications related to both the present and
                           future ticketing platform environments. Please also identify any special or add-on cost issues associated with
                           this merchant profile, as well as any foreseeable variances from the routine pricing quoted in Exhibits A1and A2 -
                           Price Bid Sheets. Table 1 - City of Tulsa 2009/2010 Profile, reflects the specific details involved in providing the
                           current levels of this service to the City.

              6.1.2         PAC Agent 1 – Celebrity Attractions – This merchant operation is associated with the City’s Performing Arts
                            Center and transacts related entertainment event business. It has established reciprocal ticketing authority on
                            behalf of events scheduled to take place at the Tulsa Performing Arts Center.

                                                                     27
Revised December 8, 2009
                                                         Invitation For Bid
                                                      TAC 527C – Addendum 4                                          City of Tulsa,
                                                      Merchant Card Services                                          Oklahoma
                                                                                                                          Page 28 of 35
                                                       Issued: June 17, 2010
              6.1.3         PAC Agent 2 – Oklahoma City Music Hall - This merchant operation is associated with the City’s Performing
                            Arts Center and transacts related entertainment event business. It has established reciprocal ticketing authority
                            on behalf of events scheduled to take place at the Tulsa Performing Arts Center.


             6.1.4         City Hall - This merchant operation currently accepts Visa and MasterCard only. However, consideration is
                           being given to expanding customer payment options to include acceptance of American Express as well.
                           Credit/debit card payments are now accepted for all City of Tulsa customer obligations and/or services with the
                           exception of Utilities services payments, which have been suspended. Presently, all activity from this merchant
                           operation utilizes the server based credit/debit card authorization software Transcend, version 2.0, an Intrix
                           product. Credit/debit cards are swiped and input through proprietary PC-based Point of Sale (POS) workstations
                           and routed through our Merchant Services Provider for approval and settlement.

                           Please describe how the solution you propose will integrate with this environment along with specific
                           identification of any required changes to the City’s general operating practices, authorization software, swipe
                           input device specifications related to the present platform environment, etc. Please also identify any special or
                           add-on cost issues associated with this merchant profile. City of Tulsa 2009/2010 Profile reflects the specific
                           details involved in providing the current levels of this service to the City.


             6.1.5         Parking Meters – This merchant operation currently accepts Visa and MasterCard only. These parking meters
                           have internal modems that facilitate credit/debit card transactions. Additionally, it should be noted that the City
                           intends to review its current parking rates. Should an increase be recommended and approved, it would almost
                           certainly result in an increase of the average credit/debit card ticket amount and a probable notable increase in
                           customers opting to pay the meter via credit/debit card rather than coin.

              6.1.6         Booking - This merchant operation currently accepts Visa and MasterCard only. It is an operation located at
                            the City’s jail facility where fines/bonds are paid.

              6.1.7         Municipal Court E-Payment - This merchant operation currently accepts Visa and MasterCard only. This is a
                            very new operation that was implemented on 11/6/08 to enable Municipal Court customers to pay parking and
                            traffic citations online. The City utilizes a contracted payment website/function hosted by JPMorgan Chase’s
                            Pay Connexion solution.

              6.1.8         Utility WEB - This merchant operation currently accepts Visa and MasterCard only. This operation has only
                            been in service in its present form for a few months. It enables the City’s Utilities Services customers to pay for
                            their water, sewer, refuge, and storm water services online. The City Utilities Authority has contracted with
                            ChoicePay to provide this payment website.

              6.1.9         Parks and Recreation - This merchant operation will accept Visa and MasterCard only. It is an operation that
                            we anticipate will be operational prior to the commencement of this Agreement. The Parks and Recreation
                            Department will utilize authorization terminals at 14 different locations for both walk-in (card present) and phone
                            transactions. The transactions they plan on supporting via a credit/debit card payment option include
                            registration in various classes, pool season passes, special events, merchandise/concessions, and picnic
                            shelter reservations.

              6.1.10        Future Expansion Options – It is possible that during the term(s) of this contract the City will expand its use
                            and applications for credit/debit card payment acceptance. For most of these expansion possibilities, it is
                            anticipated that additional unique Merchant I.D.’s will be warranted due to control, settlement, costing, and
                            reconcilement purposes.

                           Please describe your capabilities and method(s) of addressing the above referenced needs, including specific
                           identification of required changes to the City’s general operating practices and its: 1) Authorization Software; 2)
                           Card Processor; and, 3) any special or add-on start-up cost issues associated with the expansion methods
                           indicated, as well as any foreseeable variances from the routine pricing quoted in Exhibits A1and A2 - Price Bid
                           Sheets which may result from the City’s planned direction to expand its credit/debit card acceptance methods.




                                                                     28
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                                                        Invitation For Bid
                                                     TAC 527C – Addendum 4                                           City of Tulsa,
                                                     Merchant Card Services                                           Oklahoma
                                                                                                                          Page 29 of 35
                                                      Issued: June 17, 2010

        6.2        Certified Software/Intermediaries
                   Merchant operations identified above have different operating environments and technology. In particular items 6.1.1 -
        PAC, 6.1.4 – City Hall, 6.1.5 – Parking Meters, 6.1.7 – Municipal Court E-Payment, and 6.1.8 – Utility WEB each have different
        software methodologies to initiate credit/debit card transactions. Please identify whether or not your solution has existing
        certifications for each of these merchant operations. If you do not have each of these currently certified/approved for transaction
        origination, please describe what the process will be to establish the required certification/approval of these operations.


        6.3      Merchant Credit Card Activity Reports
                            The City completes its end of day (EOD) close-out routine for merchant operations based on what is
        determined to be the optimal cutoff time for each separate merchant operating environment and the operating schedule of the
        City’s merchant card services provider. For prudent internal reconcilement and management analysis purposes, the City
        requires daily settlement activity reports including both summary and detail level for each merchant I.D., no later than 10:00
        AM.CT, (8:00 AM CT is preferred) the next business day following completion of each EOD process. Such reports should be
        available on a consistent, timely basis each business day and provide accurate, adequate information so as to reflect the prior
        business day’s credit/debit card activity for each merchant in order to facilitate efficient reconcilement with the City’s revenue
        payment activity and bank deposit activity. Retrieval of such daily reports should be relatively simple to execute and impose
        minimal requirements on City personnel time and support software/hardware devices. Additionally, it is considered highly
        desirable for the City to receive monthly and annual merchant card activity recap reports, by merchant I.D and “parent
        relationship” that provide a consolidated basis for management analysis and reconcilement of charges assessed by the
        Vendor.

        Please describe your capabilities and method(s) of addressing the above referenced needs, including specific identification of:

                  1)   Standard Report Sets Offered, including:
                           a) Hierarchy of levels reported; i.e. Operator, Terminal, Merchant, and Corporate ( Parent Relationship )
                           b) Frequency of report production/availability
                           c) Method of distribution/access to report; i.e. mailed, delivered via courier, web based, inbound fax, etc.
                           d) Any variations in report detail based on card type (i.e. Visa/MC, American Express, and Discover Card)

                  2)   Custom Report Options and Pricing Basis
                  3)   How detail / summary report printing is executed, i.e. complete detail/summary reports printed for each merchant
                       are executed through a single command, or each screen display of the total report requires scrolling to end of
                       report or separate print command by screen AND, identification of any required changes or constraints related to
                       the City’s:
                  4)   Online Report Access Software
                  5)   Online Report Access Hardware
                  6)   End of Day ( EOD ) close-out time(s)
                  7)   Any special or add-on cost issues associated with this merchant profile, as well as any foreseeable variances
                       from the routine pricing quoted in the Exhibit A1 and A2 - Price Bid Sheet which may result from the City’s unique
                       or non-standard requirements.


        6.4       General Service Issues (This must be answered on paper at the end of the IFB).
                  The City requires support services in the following general categories. Please describe in sufficient detail the methods,
                  capabilities, and/or service levels that your solution will incorporate in order to address these issues.

              6.4.1        Will the City of Tulsa have an assigned representative to contact for account/contract related matters or will such
                           contacts be directed to a pool of resources? If there is to be an individually assigned account representative,
                           where will that person be physically located?
              6.4.2        How is merchant customer support accessed, and what are the hours of availability for this support?
              6.4.3        What do your system performance statistics reflect for average response times? For system “up time/down
                           time”?
              6.4.4        What provisions/capabilities exist for your merchant network in terms of redundancy for critical system
                           functionality? What provisions and/or capabilities exist for your merchant network for disaster recovery?




                                                                    29
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                                                         Invitation For Bid
                                                      TAC 527C – Addendum 4                                          City of Tulsa,
                                                      Merchant Card Services                                          Oklahoma
                                                                                                                           Page 30 of 35
                                                       Issued: June 17, 2010
              6.4.5        In what areas of merchant credit/debit card activity do you offer/provide client training? What form(s) is training
                           available in; i.e. printed material, videotape, user seminars, train the trainer? When and where is this training
                           available? Who will provide the training? Is your trainer local and if not, will there be additional charges related
                           to time and travel to bring a trainer onsite for the City?
              6.4.6        What merchant credit/debit card authorization software do you support?
              6.4.7        What merchant credit/debit card authorization hardware devices do you support? Offer for sale, lease, or rent?
              6.4.8        What primary credit/debit card Processors do you utilize?
              6.4.9        What kind of a conversion timetable do you anticipate given the current City environment previously described?
                           How soon would the conversion process commence upon execution of a contract? What kind of City resources
                           and commitments will you require to complete the conversion to your merchant system?
              6.4.10       Some of the City’s merchant operations may be interested in an option to make available and sell gift cards to
                           their clientele (stored value Visa/MasterCard cards). Please state whether or not your solution can provide this
                           option. If your solution does support this option it is requested that you provide related pricing information on
                           Exhibit A1 Price Bid Sheet for designated exception and optional services and stipulate any applicable minimum
                           purchase/volume requirements.


        6.5       Payment for Services

              6.5.1        The City’s preference is to pay for all Merchant Card Services on a monthly or quarterly invoiced basis, with
                           terms mutually agreeable to the City and the selected service provider. While it is recognized that other payment
                           methods and terms may be utilized/preferred by some Vendors, it should be noted that present City Ordinances
                           prohibit an agreement that results in preauthorized direct debiting of City bank accounts. Regardless of what
                           payment methods/terms are agreed to, the Vendor must provide sufficiently detailed invoices and activity
                           statements that reflect actual volumes of services and unit prices in accordance with this Agreement, so that
                           validation can be performed by the City. If an invoice method of payment is agreed upon, the Vendor will submit
                           invoices to the City on a monthly or quarterly basis for the previous period services performed. Within 30 days
                           from receipt by the City of properly addressed and documented invoices, payment will be remitted to the Vendor
                           in accordance with established instructions.

                           Please describe the various methods and terms of payment you typically will accept or agree to. If there is a
                           preference, please state what it is and articulate the process. Make specific note of settlement/billing frequency
                           periods and the supporting detail or documentation which will validate the corresponding billing charges/invoice.




                                       (The rest of this page intentionally left blank)




                                                                     30
Revised December 8, 2009
                                                             Invitation For Bid
                                                          TAC 527C – Addendum 4                                                City of Tulsa,
                                                          Merchant Card Services                                                Oklahoma
                                                                                                                                    Page 31 of 35
                                                           Issued: June 17, 2010
                                                                       Table 1

                              City of Tulsa Credit Card Volumes, June 2009 through May 2010

                                                                        Visa

                                                                           Visa Debit Non-
                       Qualified       Non-Qualified      Visa Debit Qual     Qualified          Transaction        Avg Tkt      Combined Total
City Hall*        $     303,281.72   $    342,280.28    $       921,106.52 $     17,100.60             7,228         $219.12      $1,583,769.12
Parking Meters    $       2,003.00   $      1,248.50    $        10,419.50 $            -             13,893           $0.98         $13,671.00
Booking           $      22,390.00   $      7,516.00    $        49,476.00 $            -                176         $451.03         $79,382.00
ePay              $      88,649.83   $    335,808.83    $       273,202.10 $            -              3,255         $214.34        $697,660.76
Parks & Rec       $      19,969.94   $      7,662.28    $        70,299.23 $        100.00             1,510          $64.92         $98,031.45
Util Web          $     378,071.84   $    745,012.66    $     5,023,234.86 $     12,726.76            59,511         $103.49      $6,159,046.12
PAC               $   3,440,863.05   $    646,944.15    $     2,820,210.27 $        713.65            49,290         $140.16      $6,908,731.12
PAC agent 1       $     668,725.68   $    139,715.95    $       517,123.52 $        190.25            10,113         $131.09      $1,325,755.40
PAC agent 2       $   1,310,978.25   $    306,962.25    $       414,872.00 $      1,054.00             6,641         $306.26      $2,033,866.50
Animal Shelter*   $      11,700.00   $      4,750.00    $        19,000.00 $         60.00                285        $124.60         $35,510.00
Totals            $   6,246,633.31   $ 2,537,900.90     $ 10,118,944.00 $        31,945.26           151,902 $        124.66    $ 18,935,423.47

                                                                  MasterCard

                                                                               MC Debit Non-
                       Qualified     Non-Qualified      MC Debit Qualified       Qualified       Transaction        Avg Tkt      Combined Total
City Hall*        $     345,880.64 $     32,571.40      $      97,533.44      $            -           1,560    $     305.12        $475,985.48
Parking Meters    $       1,879.50 $        107.00      $          322.50     $            -           2,311    $       1.00          $2,309.00
Booking           $      18,330.00 $             -      $        4,467.00     $     1,125.00               48   $     498.38         $23,922.00
ePay              $     106,527.67 $     16,585.80      $      14,185.00      $            -             598    $     229.60        $137,298.47
Parks & Rec       $      19,284.80 $      1,739.50      $        6,881.75     $            -             349    $      79.96         $27,906.05
Util Web          $     372,142.79 $ 1,027,995.42       $     477,306.79      $            -           9,090    $     206.54      $1,877,445.00
PAC               $   1,066,103.99 $ 2,083,067.66       $     159,897.44      $        242.40         19,979    $     165.64      $3,309,311.49
PAC agent 1       $     210,446.40 $    396,771.60      $      26,770.25      $            -           3,620    $     175.13        $633,988.25
PAC agent 2       $     326,315.50 $    887,270.25      $      17,759.00      $            -           3,542    $     347.64      $1,231,344.75
Animal Shelter*   $       8,350.00 $      4,600.00      $        1,500.00     $            -              115   $     125.65         $14,450.00
Totals            $   2,475,261.29 $ 4,450,708.63       $     806,623.17      $     1,367.40          41,212    $     187.66    $ 7,733,960.49

                                     Total of Visa/MC                                                                           $ 26,669,383.96
                                     Total of Transactions - Visa/MC                                 193,114
                                                                                                Discover

                                                                              $ 1,587,566.90       8,642        $     183.70



                                                                                        American Express

                                                                              $   286,503.55       1,235        $     231.99
                                     Total (Discover & American Express)                                                        $    1,874,070.45

CHARGEBACKS*                    60 $         7,500.00

* - Estimated




                                                                         31
   Revised December 8, 2009
                                                           Invitation For Bid
                                                        TAC 527C – Addendum 4                                           City of Tulsa,
                                                        Merchant Card Services                                           Oklahoma
                                                                                                                           Page 32 of 35
                                                         Issued: June 17, 2010
                                              EXHIBIT “A1”
                                              CITY OF TULSA
                                        MERCHANT CARD SERVICES
                                         PRICE BID SHEET- Page A1

  Financial Service Provider agrees to provide services to the City as defined in the attached specifications at the
  prices set forth below. Include any services that may be applicable but not stated here in the space provided or on
  an attached sheet.




                                                        ESTIMATED               CONTRACT                ESTIMATED
                     SERVICE                             ANNUAL                  UNIT BID                ANNUAL
                                                         VOLUMES           X       PRICE         =         COST


  STANDARD PROCESSING


  Account Maintenance-Monthly*                                     120     x                     =
  Annual Merchant Fees                                              10     x                     =
  Internet Service Fees*                                           120     x                     =
  Monthly Detailed Settlement Report*                              120     x                     =
  Minimum Discount-Monthly                                         N/A     x                     =
  MasterCard Sales Discount Rates
   M/C Credit Card Qualified                               $2,475,261      x                     =
    M/C Credit Card Non-Qualified                          $4,450,709      x                     =
    M/C Debit Card Qualified                                 $806,623      x                     =
    M/C Debit Card Non-Qualified                                $1,367     x                     =
  VISA Sales Discount Rates
    Visa Credit Card Qualified                             $6,246,633      x                     =
    Visa Credit Card Non-Qualified                         $2,537,901      x                     =
    Visa Debit Card Qualified                             $10,118,944      x                     =
    Visa Debit Card Non-Qualified                          $31,945.26      x                     =
  MasterCard Sales Transaction Fee                              41,212     x                     =
  VISA Sales Transaction Fee                                   151,902     x                     =


  Combined Dollar Volume                                  $26,669,384
  Combined Transaction Volume                                 193,114


  VISA/MasterCard Standard
  Processing Costs TOTAL                                                                         $



* (10X12) = 10 merchant id’s X 12 month= 120



                                                                      32
   Revised December 8, 2009
                                      Invitation For Bid
                                   TAC 527C – Addendum 4    City of Tulsa,
                                   Merchant Card Services    Oklahoma
                                                               Page 33 of 35
                                    Issued: June 17, 2010

AUTHORIZATION PROCESSING


American Express Transaction Fee       1,235    x       =
Discover Card Transaction Fee          8,642    x       =




American Express/Discover Card
Authorization Processing TOTAL                          $




Exhibit A1 Subtotal                                     $




                                           33
 Revised December 8, 2009
                                                   Invitation For Bid
                                                TAC 527C – Addendum 4                                   City of Tulsa,
                                                Merchant Card Services                                   Oklahoma
                                                                                                            Page 34 of 35
                                                 Issued: June 17, 2010
                                         EXHIBIT “A2”
                                        CITY OF TULSA
                                  MERCHANT CARD SERVICES
                                   PRICE BID SHEET- Page A2

 Financial Services Provider agrees to provide services to the City as defined in the attached
 specifications at the prices set forth below. Include any services that may be applicable but not stated
 here in the space provided or on an attached sheet.




                                              ESTIMATED                 FIXED              ESTIMATED
                  SERVICE                      ANNUAL                   UNIT                ANNUAL
                                               VOLUMES             X    PRICE        =         COST



 Exhibit A1 Subtotal
                                                                                     $


 EXCEPTION PROCESSING

 Chargebacks                                             60        x                 =
 Incorrect POS Codes                                    N/A        x                 =
 Transaction Cleared Different
 than Entry Type/Code                                   N/A        x                 =
 Transaction Missing Addenda Data                       N/A        x                 =
 Research Request-Time                                  N/A        x                 =
 Research Request-Copies                                N/A        x                 =
 Customer Service Fees (list
 detail/charges)                                        N/A        x                 =
 Set-up Fees ( list detail/charges )                    N/A        x                 =
 Equipment Fees (list detail/charges)                   N/A        x                 =
 Software Fees (list detail/charges)                    N/A        x                 =
 Supply Fees ( list detail/charges )                    N/A        x                 =
 Misc./Other Fees (detail list)                         N/A        x                 =

 Exception Processing TOTAL                                                          $



 Combined City Credit/Debit Card
 Merchant Activity TOTAL                                                             $


                                                              34
Revised December 8, 2009
                                                  Invitation For Bid
                                               TAC 527C – Addendum 4                                  City of Tulsa,
                                               Merchant Card Services                                  Oklahoma
                                                                                                          Page 35 of 35
                                                Issued: June 17, 2010
                                           EXHIBIT “B”
                                         CITY OF TULSA
                                    MERCHANT CARD SERVICES
                                    OTHER COSTS - BID DETAIL

 For the proposed Agreement period(s), the City seeks to identify any and all additional charges not specified
 in Exhibit A1, A2 - Price Bid Sheets that can be reasonably anticipated as chargeable merchant card services
 by the Financial Services Provider of this Agreement.
 This should include any applicable conversion costs, if any, as well as any other charges applicable but not
 specified in this Agreement.
 Any and all such charges should be sufficiently identified and described in the format provided below :



     ITEM NO.                      ITEM DESCRIPTION                                    PRICE/BASIS


           1               Conversion Costs                                $

           2                                                               $

           3                                                               $

           4                                                               $




 OTHER COSTS - TOTAL                                                       $




                                                         Bidder’s Company Name______________________________________________


                                                         Authorized Signature Here ►


                                                         Printed Name:_____________________________________________




                                       RETURN THIS ENTIRE BID PACKET




                                                            35
Revised December 8, 2009

				
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