VIZANT, TECHNOLOGIES, LLC 1-2013

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INSUR'A"I6Ea NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL N- 2013 -070 DATE; j '1013 CONSULTANT AGREEMENT c�. MSc2� JUN t i N e 6tx THIS AGREEMENT, made and entered into this fi day of kjW, 2013 by and between Vizant dyw VCtrRlC1S Chadds lFord, A 19317, (hereinafter "Co sultant "),aand the City of Santa Building, charter Ocity Christy corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS The City desires to retain a consultant having special skill and knowledge in the field of Payment Card Processing Costs Reduction analysis. A. Consultant represents that it is able and willing to provide such services to the City. B. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES a. Consultant will conduct a comprehensive review of all City merchant processing agreement(s) in place as of the date this Agreement is executed, evaluate the agreements and incorporate its analysis into its findings and recommendations. b. As part of this evaluation, Consultant will conduct a transaction price analysis, and benchmark Client to similarly situated card volume entities and municipal government entities. c. Consultant will incorporate this benchmarking information into its findings and recommendations to Client. d. Consultant will also review statements to maximize interchange qualifications and establish interchange qualification targets. e. Upon completion of the comprehensive review, evaluation and presentation of its recommendations, with City's consent Consultant will facilitate negotiations with prospective payment processing vendors and any and all applicable third party vendors. f. Consultant's negotiations will include but is not limited to the following aspects of the payment processing agreement: fees, term, pricing and billing structure. g. As part of its consulting services, Consultant will at no charge to Client other than as set forth in Section 2 of this Agreement, provide interchange optimization using its patented analytical process, perform price benchmarking and metrics analysis, perform a comprehensive gateway analysis, and conduct an RFP and negotiation of a merchant services agreement. 2. CONSULTING FEE a. Definitions. i. Consulting Fee shall be defined as the Rate at which Consultant is compensated for performing Consulting Services. ii. Rate shall be defined as either a) Cost Reduction Rate or b) 50% of any refunds received by Client as a result of Consultant's recommendations.