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HomeMy WebLinkAboutContract 47647 City Secretary Contract No.—ftgq SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT U.S.GOVERNMENT AGREEMENT THIS SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT (the "Agreement") is entered into by and between JPMorgan Chase Bank, N.A., a national banking association ("Member"), Paymentech, LLC, a Delaware limited liability company("Paymentech", "we", or"us''),and City of Fort Worth, a Texas municipal corporation ('-Merchant, "you", `your', or `-City"), individually referred to as "party,-- collectively referred to as the"parties. WHEREAS, Member is a member of several Payment Brands and Paymentech is authorized, through Member, to process the Merchant's Transactions;and WHEREAS, Merchant wishes to accept Payment Cards from its Payors as a method of payment for goods or services offered by Merchant or as payment on an account held by Merchant; ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, Paymentech, Member, and Merchant agree to the following terms and conditions intending to be legally bound: L M ERCItf,'T'S ACCEPTANCE OF PAYMENT CARDS. 1.1 Exclusivity. Unless otherwise agreed to by the parties in writing, during the term of this Agreement Paymentech shall be Merchant's exclusive provider of all Transaction processing services (including, without limitation, the authorization, conveyance and settlement of Transactions) and Merchant shall not use the services of any bank, corporation, entity or person other than Paymentech for such services.Merchant shall submit to Paymentech Transaction Data generated from all of its Transactions via electronic data transmission according to Paymentech's formats and procedures throughout the term of this Agreement. 1.2 Certain Payment Acceptance Policies and Prohibitions. (a) Each Transaction must be evidenced by its own Transaction Receipt completed in accordance with Payment Brand Rules. (b) Merchant may require the Payor to pay the fees payable by Merchant under this Agreement, if in accordance with the Payment Brand Rules. Furthermore, Merchant must give thirty(30) days' prior written notice to Paymentech of its intent to impose fees on the Payor. If any fee, tax or surcharge amount is imposed,such amount shall be included in the Transaction amount and shall not be collected separately. (c) Merchant shall never issue Refunds for Transactions by cash or a cash equivalent (e.g., check) unless required by law or permitted by the Payment Brand Rules. (d)Except to the extent prohibited by the Payment Brand Rules or applicable law,Merchant may request or encourage a Payor to use a Payment Card other than the Payment Card initially presented by the Payor. (e) To the extent permitted by the Payment Brand Rules and applicable law, Merchant may establish a minimum or maximum Transaction amount as a condition for honoring a Payment Card if Merchant gives thirty (30) days' prior written notice to Paymentch of such intent to set a minimum or maximum Transaction amount. (f) Merchant shall examine each Payment Card physically presented at the point of sale to determine that the Payment Card presented is valid and has not expired. Merchant shall exercise reasonable diligence to determine that the authorized signature on any Payment Card physically presented at the point of sale corresponds to the Payor's signature on the Transaction Receipt. If the Payment Card is not signed by the Payor, Merchant must obtain additional Payor identification. (g) With respect to any Transaction for which a Payor is not physically present at the point of sale,such as in any on- line, mail, telephone, pre-authorized or recurring Transaction, Merchant must (i) have notified Paymentech on its Application, or otherwise obtained Paymentech's prior written approval, of Merchant's intention to conduct such Transactions; and (ii) have appropriate procedures in place to ensure that each Transaction is made to a purchaser who actually is the Payor. Merchant acknowledges that under certain Payment Brand Rules, Merchant cannot rebut a Chargeback where the Payor disputes making the purchase and Merchant does not have an electronic record (e.g., swiping"or"tapping"a Payment Card) or physical imprint of the Payment Card. (h) Merchant agrees to accept all categories of Visa and MasterCard Payment Cards (i.e., debit and credit cards), unless Merchant has notified Pavmentech on its Application or otherwise in writing of its election to accept one of the following --limited acceptance- options: (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial credit and debit cards, or(ii) Visa and MasterCard debit cards only (but no credit cards). Notwithstanding CHASF�PAYIItENTECH CITY OF FORT WORTH Merchant Payment Card Service Agreement L RECORD Page 1of 22 OFFICIA- CITY SECRETARY FT,WORTH,TX the election of one of the foregoing limited acceptance options, Merchant must honor all foreign bank-issued Visa or MasterCard Payment Cards. If Merchant elects one of the limited acceptance categories: (Y) Merchant must display appropriate signage to indicate the limited acceptance category; and (Z) Paymentech, at its option, may process any Transactions submitted to Paymentech outside Of the limited acceptance category, in which case such Transactions will be assessed the applicable interchange fees plus any additional fees/surcharges assessed by Paymentech or the Payment Brands. (i) Merchant shall not split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or monitoring programs. 0) Merchant shall not accept Payment Cards for the purchase of scrip,as defined by the Payment Brand Rules. (k) Merchant shall not require a Payor to complete a postcard or similar device that includes the Payor's Payment Card account number,expiration date, or any other account data in plain view when mailed. (1) Except to the extent expressly permitted by law or the Payment Brand Rules, Merchant shall not add any tax or surcharge to Transactions. If any tax or surcharge amount is imposed, such amount shall be included in the Transaction amount and shall not be collected separately. Furthermore, Merchant must provide at least thirty (30) days prior notice to Paymentech and the Payment Brands of its intent to impose a surcharge. All of Merchant's surcharge practices must comply with applicable laws and Payment Brand Rules, including, but not limited to, those laws and Payment Brand Rules governing the amount of the surcharge, and Payor disclosures. (m) Merchant shall not request or use a Payment Card account number for any purpose except as payment for its goods or services, unless required by the Payment Brand Rules in order to support specific services offered by the Payment Brands. (n) At all times Merchant must prominently and clearly inform Payors of the identity of Merchant at all points of interaction so that the Payor can readily distinguish Merchant from any third party, such as a supplier of products or services to Merchant. 1.3 Payment Brand Rules. Merchant agrees to comply with (a) all Payment Brand Rules as may be applicable to Merchant and in effect from time to time as published (on a website or otherwise) by any Payment Brand or of which Merchant has been otherwise informed;and(b)such other.procedures Merchant has been notified of as Paymentech may from time to time prescribe for the creation or transmission of Transaction Data. Merchant acknowledges that the Payment Brand rules may be viewed online at the Paymentech website: http://en.chasepaymentech.ca/payment_brand_rules and_reguiations.htrnl. 1.4 Requirements for Certain Transactions. As to each Transaction submitted to Paymentech during the term of this Agreement,Merchant represents and warrants that: (a) The Transaction Data(i) represents a payment for or Refund of payment, for the bona fide sale or lease of the goods, services, or both, which Merchant has provided in the ordinary course of its business, as represented in its Application; and(ii)is not submitted on behalf of a third party. (b)The Transaction Data represents an obligation of the Payor for the amount of the Transaction. (c) The Transaction is not for any purpose other than payment for the current Transaction, and, except to the extent permitted under the Payment Brand Rules,the Transaction does not represent the collection of a dishonored check or the collection or refinancing of an existing debt. (d) At the time Merchant submits Transaction Data to Paymentech for processing: (i) Merchant has completed the Transaction with the Payor; (ii) the goods have been provided or shipped, or the services actually rendered to the Payor; and (iii) for recurring Transaction, Merchant has obtained the Payor's consent for the recurring Transaction. For approved prepayments, Merchant must advise the Payor (i) that payment is being made in advance of the shipment or provision of goods or services;and(ii)the time when shipment or provision of the goods or services is expected. (e)The Transaction Data is free from any material alteration not authorized by the Payor. (f)The amount charged for the Transaction is not subject to any dispute,setoff,or counterclaim. (g) Merchant has not disbursed or advanced any cash to the Payor(except as authorized by the Payment Brand Rules) or itself or to any Of its representatives, agents, or employees in cotmlection with the Transaction, nor has Merchant accepted payment for effecting credits to a Payor. (h) The goods or services related to each Transaction are Merchant's property or Merchant has the legal right to sell them. (i) Merchant has made no representation or agreement for the issuance of Refunds except as stated in Merchant's Refund Policy, which has been previously submitted to Paymentech in writing as provided in Section 3, and which is available to the Payor. (j) f\ny fransaction submitted to Paymentech to credit a Payof> account represents a Refund for a Transaction previously submitted to Paymentech_ CH?SF/PnYMENTECH_CITY OF FORT WORTH Merchant Payment Card Service Agreement Page 2 of22 (k) Merchant has not submitted any Transaction that Merchant kno%�s, or should have known, to be fraudulent, illegal, damaging to the Payment Brand(s), not authorized by the Payor, unenforceable or wicollectible, or otherwise prepared or submitted in violation of any provision of this Agreement, applicable law,or Payment Brand Rules. 1.5 Installment, Prepaid and Recurring Transactions. (a) Unless specifically stated in its Application or otherwise approved in writing by Paymentech in advance, Merchant shall not accept Payment Cards in connection with installment plans. If the Payor pays in installments or on a deferred payment plan, as previously approved by Paymentech, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates the Payor agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Paymentech for processing, shall be deemed to be a part of the original Transaction. (b) For recurring Transactions, Merchant shall (i) obtain the Payor's consent to periodically charge the Payor on a recurring basis for the goods or services purchased; (ii) retain this permission for the duration of the recurring services and provide it upon request to Paymentech or the issuing bank of the Payor's Payment Card; and (iii) retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made. Merchant shall not submit any recurring transaction after receiving: (iv)a cancellation notice from the Payor; or(v) notice from Paymentech or any Payment Brand (via authorization code or otherwise) that the Payment Card is not to be honored. Merchant shall include in its Transaction Data the electronic indicator that the Transaction is a recurring Transaction. 1.6 Stored Value Card "Transactions. This Section 1.6 applies only if Merchant elects to accept Stored Value Cards from its Payors and submits such Stored Value Card Transactions to Paymentech for processing. (a) Stored Value Cards are used by Merchant to issue spending credit to its Payors. Popular uses for Stored Value Cards include, but are not limited to, an electronic version of paper gift certificates, merchandise return cards, and prepaid cards. Merchant provides its Payor with a magnetic stripe card in exchange for money received, merchandise returned, or other consideration. The Stored Value Card represents a dollar value that the Merchant's Payor can either use or give to another individual. The actual record of the balance on the Stored Value Card is maintained by Paymentech. Upon acceptance of the Stored Value Card from a Payor,Merchant must immediately transmit the Stored Value Card information to Paymentech and the appropriate approval response will be routed to Merchant. Paymentech will provide Merchant with access to monthly reporting detailing Merchant's Stored Value Card Transactions and the outstanding balances on the individual Stored Value Cards. Merchant will have access to help desk support through Paymentech for its Stored Value Card Transactions. Payors will have access to an interactive voice response system ("IVR"), via a toll free number, through which they may receive some basic account and Stored Value Card balance information. Merchant's Stored Value Card program will be configured in a manner specified by Merchant to Paymentech during enrollment, which will represent binding program rules related to Merchant's Stored Value Card program. (b) If Merchant elects to participate in Paymentech's"Now!"or"Advantage"Stored Value Card service,Merchant is obligated to purchase Stored Value Cards from Paymentech. Paymentech will arrange for the Stored Value Card production and may, at its option, invoice Merchant therefore, in lieu of electronically debiting the Settlement Account. Any such invoice will be payable upon receipt. Stored Value Cards, packaging, and point-of-purchase marketing materials are available and priced on a per bundle basis, based on current rates. These rates are captured on the Now! and Advantage enrollment/order form(s). All production and delivery timeframes and costs provided are estimates only and Paymentech does not guarantee any specific date of delivery or price for Stored Value Cards produced by third parties. Merchant is responsible for all production costs and delivery charges for Stored Value Cards. The form and content of all Stored Value Cards may be subject to Paymentech's approval. (c) If Merchant elects to participate in Paymentech's "Custom" Stored Value Card service, Merchant is not obligated to purchase Stored Value Cards from Paymentech. If Merchant elects to purchase Stored Value Cards from Paymentech, Paymentech will arrange for the Stored Value Card production and may, at its option, invoice Merchant therefore, in lieu of electronically debiting Merchant's Settlement Account. Any such invoice will be payable upon receipt. All production and delivery timeframes and costs provided are estimates only and Paymentech does not guarantee any specific date of delivery or price for Stored Value Cards produced by third parties. Merchant is responsible for all production costs and delivery charges for Stored Value Cards. The form and content of all Stored Value Cards may be subject to Paymentech's approval. (d) Mei chant is solely responsible for: (i) complying with all applicable laws and regulations related to the acceptance of Stored Value Cards and Merchant's Stored Value Card program; CHPSE1 AYMENTECH_CITY OF FORT WORTH Merchant Payment Card Service,Agreement Page 3 of 22 (ii) ensuring that all Stored Value Cards require activation at the point of sale, (iii) any and all value adding and fraud losses; (iv) providing immediate written notification to Paymentech of any fraud losses; (v) deactivating or otherwise removing all value from Stored Value Cards that have been compromised;and (vi) any fraudulent Transactions involving Merchant's Stored Value Cards, including, without limitation, the unauthorized activation of Stored Value Cards,reloading of existing Stored Value Cards(whether pursuant to a manual telephone order or otherwise) with additional value, or the unauthorized replication of Stored Value Cards or Stored Value Card data for fraudulent Transactions. 2. AUTHORIZATIONS. Merchant is required to obtain an authorization code through Paymentech, in accordance with this Agreement, for each Transaction. To the extent required by the Payment Brand Rules, each authorization request must include the Payment Card's expiration date. Merchant acknowledges that authorization of a Transaction indicates that the Payment Card (a) contains a valid account number; and (b) has an available credit balance sufficient for the amount of the Transaction; but, it does not constitute a representation from Paymentech, a Payment Brand, or Issuing Bank that a particular Transaction is in fact a valid or undisputed Transaction entered into by the actual Payor. Paymentech reserves the right to refuse to process any Transaction Data presented by Merchant unless it includes a proper authorization. 3. REFUND AND ADJUSTMFN T POLICIES AND PROCEDURES; PRIVACY POLICIES. 3.1 Refund Policy. Merchant is required to maintain a Refund Policy and to disclose such Refund Policy to its Payors, prior to the completion of the Transaction at the point of sale. Merchant must also disclose its Refund Policy to Paymentech. Any material change to Merchant's Refund Policy must be submitted to Paymentech, in writing, not less than fourteen(14)days prior to the effective date of such change. Paymentech reserves the right to refuse to process any Transactions made subject to a revised Refund Policy of which Paymentech has not been notified in advance. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, Merchant must include its Refund Policy on the website in accordance with Payment Brand Rules. 3.2 Procedure for Refund Transactions. If, under Merchant's Refund Policy, Merchant allows a Refund, Merchant shall prepare and deliver to Paymentech Transaction Data reflecting any such Refund within three(3)days of approving the Payor's request for such Refund. The amount of a Refund cannot exceed the amount shown as the total on the original Transaction Data except by the exact amount required to reimburse the Payor for shipping charges that the Payor paid to return merchandise. Merchant shall not accept any payment from a Payor as consideration for issuing a Refund. Merchant shall not give cash(or cash equivalent) refunds to a Payor in connection with a Transaction, unless required by law or permitted by the Payment Brand Rules. 3.3 Payor Data Protection Policies. To the extent that Merchant operates an electronic commerce website through which Transaction Data is generated, in addition to any requirements otherwise set forth in this Agreement, Merchant shall display the following on its website: (a) its name and the name that will appear on the Payor's Payment Card statement; (b) its customer data privacy policy; (c) a description of its security capabilities and policy for transmission of Payment Card Information; and(d)the address of Merchant's fixed place of business(regardless of website or server locations). Furthermore, Merchant must offer its Payors a data protection method such as 3-D Secure or Secure Sockets Layer(SSL). 4. SETTLEMENT. 4.1 Submission of Transaction Data. Failure to transmit Transaction Data to Paymentech within one(1)business day following the day that such Transaction originated could result in higher interchange fees and other costs, as well as increased Chargebacks. Unless Merchant has notified Paymentech on its Application or Paymentech has otherwise agreed in writing in advance, Merchant shall not submit Transactions for processing until (a) the Transaction is completed; (b) the goods are delivered or shipped; (c) the services are performed; or (d) Merchant has obtained the Payor's consent for a recurring Transaction. Paymentech may from time to time contact Payors to verify that they have received goods or services for which Transactions have been submitted. Paymentech reserves the right to.refuse to process any Transaction Data presented by Merchant if Paymentech reasonably believes that the Transaction may be uncollectible from the Payor or was prepared in violation of any provision of this Agreement, applicable law, or the Payment Brand Rules. For all Transactions, Paymentech will submit Merchant's Transaction Data to the applicable Payment Brands. 4.2 ;Nlerchant's Settlement Account. In order to receive funds from Paymentech. Merchant must designate and maintain one or more accounts used primarily for business purposes at a bank that is a member of' the Automated CHASFJPAYMENT ECH_CITY OF FORT WORTH Merchant Payment Card Service Agreement Page 4 of?? Clearing House system or the Federal Reserve wire system (collectively referred to as`Settlement Account"). During the Term of this Agreement, and thereafter until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full,Merchant shall not close its Settlement Account without giving Paymentech at least five(5)days' prior written notice and substituting another Settlement Account. Merchant is solely liable for all fees, costs, and overdrafts associated with the Settlement Account. Merchant authorizes Paymentech or its authorized agent(s)to initiate electronic credit and debit entries(via ACH, wire transfer,or other means)to the Settlement Account, or any other bank account designated by Merchant in writing, at any time without regard to the source of any monies therein, and this authority will remain in full force and effect until Paymentech notifies Merchant that all amounts due from Merchant under this Agreement have been paid in full. Paymentech will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, without limitation, delays or errors by the Payment Brands or Merchant's bank. 4.3 Conveyed Transactions. For Conveyed Transactions Merchant shall have a valid agreement in effect with the applicable Payment Brand. if Merchant submits Conveyed Transactions to Paymentech and Merchant does not have a valid agreement with the applicable Payment Brand, Paymentech may, but shall not be obligated to, submit such Transaction Data to the applicable Payment Brand and to share with them information about Merchant (from the Application or otherwise)as may be required to approve Merchant's acceptance of the Payment Brand's Payment Card. Payment of proceeds due Merchant for Conveyed Transactions shall be governed by the agreement Merchant has with the applicable Payment Brand, and Paymentech does not bear any responsibility for their performance thereunder, including,without limitation,the funding and settlement of Merchant's Conveyed Transactions. 4.4 Transfer of Transaction Settlement Funds. Subject to Section 4.3, for all Transactions, Paymentech will submit Merchant's Transaction Data to the applicable Payment Brand. Promptly after Paymentech receives funds for Settled Transactions from the Payment Brands, Paymentech will provisionally fund the Settlement Account. The proceeds payable to Merchant shall be equal to the amounts submitted by Merchant in connection with its Transaction Data minus the sum of the following: (a) all fees, charges, and other amounts described on Schedule A or that Merchant has otherwise agreed to pay;(b)all Refunds and Chargebacks;(c)all Reserve Account(as defined in Section 4.6)amounts; (d) all fees, charges, fines, assessments, penalties, or other liabilities that may be imposed on Paymentech or Member from time to time by the Payment Brands and all related costs and expenses incurred by Paymentech. Merchant agrees that all amounts are due and payable as provided in this Agreement. In the event Paymentech does not deduct such amounts from Merchant's proceeds when such amounts are due and payable,Merchant agrees to pay all such amounts to Paymentech immediately without any deduction or offset. Additionally, Paymentech may debit the Settlement Account or Merchant's Reserve Account for such amounts at any time. Furthermore, to the extent permitted by applicable law, Merchant agrees to reimburse Paymentech, Member, the Payment Brands, and their respective affiliates, officers, directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, Paymentech's costs, expenses, and reasonable attorneys' fees) arising out of any claim, complaint,or Chargeback(a)made or claimed by a Payor with respect to any Transaction or Transaction Data submitted by Merchant; (b) caused by Merchant's noncompliance with this Agreement or the Payment Brand Rules (including without limitation any breach of a representation or warranty made by Merchant or Merchant's failure to comply with the Security Standards); (c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or (d) related to Merchant's placement or the placement of any person owning or controlling Merchant's business in one or more databases of terminated or high risk merchants maintained by the Payment Brands. The obligations provided for in this Section shall survive termination of this Agreement and do not apply to any claim or complaint to the extent they are caused by Paymentech's own negligence or willful misconduct. 4.5 Negative Amounts.Merchant shall maintain sufficient funds in the Settlement Account to prevent the occurrence of a negative balance. In the event that the proceeds from Merchant's Settled Transactions or the balance of Merchant's Settlement Account are not sufficient to pay amorous due under this Agreement, in addition to any other rights and remedies Paymentech may have under this Agreement, Paymentech may pursue one or more of the following options: (a) demand and receive immediate payment for such amounts, and if payment is not made within three (3) days of demand,debit the Settlement Account for the negative amount; (b)withhold all or some of Merchant's Settlement funds and apply them against the negative amount;and (c)apply funds held in the Reserve Account against the negative amount. Furthermore, if the amount represented by Merchant's Transaction Data in any day is negative due to Refunds or credits being submitted by Merchant in excess of its proceeds from Transactions. Merchant shall immediately provide Paymentech with sufficient funds to prevent the occurrence of a negative balance. CHA.SUPAYMEKFECH_CrrY OF FORT WORTH Merchant Payment Card Service Agreement Page 5 of 22 4.6 Reserve Account. If: (a) there is a material breach of the Agreement by Merchant; (b) Merchant is receiving excessive Chargebacks(as defined in Section 7.2 below); (c) Paymentech has reasonable grounds to believe that it may be or become liable to third parties for the provisional funds extended to Merchant;or Paymentech has reasonable grounds to believe that it may be subject to any additional liabilities arising out of or relating to this Agreement, including, without limitation, any fines, fees, or penalties assessed against Paymentech or Member by any of the Payment Brands arising out of or relating to Merchant's Transactions, Chargebacks, or failure to comply with the Payment Brand Rules or the Security Standards; then each such event may subject Paymentech to additional risk (such risk being hereinafter referred to as"Anticipated Risk'). In any such event, Paymentech may temporarily suspend or delay payments to Merchant during Paymentech's investigation of the issue and/or designate an amount of funds that Paymentech must maintain in order to protect itself against Anticipated Risks(such funds being hereinafter referred to as the"Reserve Account"), which may be funded in the same manner as provided for negative balances in Section 4.5. The Reserve Account will contain sufficient funds to cover any unbilled processing costs plus Paymentech's estimated exposure based on reasonable criteria for Chargebacks and all additional Anticipated Risks. Paymentech may(but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to Merchant against, the satisfaction of any amounts which are or may become due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by Paymentech, will not bear interest,and may be commingled with other funds. Effective upon Paytnentech's establishment of a Reserve Account, Merchant irrevocably grants to Paymentech a security interest in any interest Merchant may now have or later acquire in any and all funds, together with the proceeds thereof, that may at any time be in the Reserve Account and that would otherwise be payable to Merchant pursuant to the terms of this Agreement. Merchant agrees to execute and deliver to Paymentech such instruments and documents that Paymentech may reasonably request to perfect and confirm the security interest in the Reserve Account funds. Upon(i) satisfaction of all of Merchant's obligations under this Agreement; and (ii) Merchant's execution of documents reasonably requested by Paymentech in connection with the return of any Reserve Account funds,Paymentech will pay to Merchant any funds then remaining in the Reserve Account. 5. ACCOUNTING. Paymentech will supply a detailed statement reflecting the activity of Merchant's account(s) by online access (or otherwise if agreed to by both parties) and Merchant shall ensure that any online access to such statements is secure. if Merchant believes any adjustments should be made with respect to Merchant's Settlement Account, Merchant must notify Paymentech in writing within ninety (90) days after any such adjustment is or should have been effected. 6. RETRIEVAL REQUESTS. In order to comply with Retrieval Requests, Merchant shall store and retain Transaction Data and Transaction Receipts in compliance with the Payment Brand Rules,including any time frames set forth therein. Within the timeframe indicated in the Retrieval Request or otherwise provided for in the Payment Brand Rules,but in no event more than twenty one(21) days from the date the Retrieval Request is initiated with the Issuing Bank, Merchant must, to the extent required by the Payment Brand Rules or the Retrieval Request itself, provide to Paymentech, via certified or overnight mail, confirmed fax, or upload to Paymentech's Online Chargeback Management System: (a) written resolution of Merchant's investigation of such Retrieval Request; (b) legible copies of valid Transaction Receipt(s); and (c) any additional supporting documentation. Merchant acknowledges that failure to fulfill a Retrieval Request timely and in accordance with Payment Brand Rules may result in an irreversible Chargeback. 7. CIIARGEBACKS. 7.1 Chargeback Reasons. Merchant shall not require a Payor, as a condition for honoring a Payment Card, to sign a statement that waives the Payor's right to dispute the Transaction. Furthermore, Merchant has full liability for all Chargebacks. Following are some of the most common reasons for Chargebacks: (a)Merchant fails to issue a Refund to a Payor upon the return or non-delivery of goods or services; (b)A required authorization/approval code was not obtained; (c)The Payor claims that the Payment Card is lost,stolen,counterfeit,or fraudulent; (d)The Transaction or Transaction Data was prepared incorrectly or fraudulently; (e)Paymentech did not receive Merchant's response to a Retrieval Request in accordance with Section 6; (f) The Payor disputes the Transaction or the authenticity of the signature on the Transaction Receipt. or claims that the Transaction is subject to a set-oft. defense_ or counterclaim: (g)The Payor refuses to make payment for a Transaction because. in the Payors opinion, a claim or complaint has not CHASE/PAYMEMECH_CITY OF FORT WORTH Merchant Payment Card Service Agreement Page 6 of 22 been resolved or has been resolved in an unsatisfactory manner;or (h) The credit or debit card comprising the Payment Card was not actually presented at the time of the Transaction or Merchant failed to obtain an electronic record or physical imprint of such Payment Card, and the Payor denies making the purchase. 7.2 Response to Chargebacks. If Merchant has reason to dispute or respond to a Chargeback, then Merchant must do so by the date provided on the applicable Chargeback notice. Paymentech will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if Merchant has not timely responded to the notice. 7.3 Excessive Chargebacks. If Merchant is receiving an excessive amount of Chargebacks, as determined by the Payment Brands from time to time, in addition to Paymentech's other remedies under this Agreement, Paymentech may take one or more of the following actions: (a) review Merchant's internal procedures relating to acceptance of Payment Cards and notify Merchant of new procedures Merchant should adopt in order to avoid future Chargebacks; (b) notify Merchant of a new rate Paymentech will charge to process Merchant's Chargebacks; or (c) to the extent applicable, require Merchant to replace any magnetic-strip-only point of interaction terminal or electronic cash register with an EMV chip-capable terminal; or(d) establish a Reserve Account. To the extent permitted by law, Merchant also agrees to pay any and all penalties, fees, fines, and costs assessed against Merchant, Paymentech, and/or Member relating to Merchant's violation of this Agreement or the Payment Brand Rules with respect to Merchant's acceptance of Payment Cards, its Transactions, or with respect to excessive Chargebacks under this Section. 7.4 Claims of Payors. Following a Chargeback, Merchant may resubmit applicable Transaction Data for a second presentment, but only in accordance with Payment Brand Rules. To the extent Paymentech has paid or may be called upon to pay a Chargeback or Refund for or on the account of a Payor and Merchant does not reimburse Paymentech as provided in this Agreement, then for the purpose of Paymentech obtaining reimbursement of such sums paid or anticipated to be paid, Paymentech has all of the rights and remedies of such Payor under applicable federal, state, or local laws and Merchant authorizes Paymentech to assert any and all such claims in its own name for and on behalf of any such Payor individually or all such Payors as a class. 8. DISPLAY OF PAYMENT BRAND MARKS. Merchant is prohibited from using the Payment Brand Marks, as defined below(sometimes referred to herein as"Marks"),other than as expressly authorized by Paymentech in writing or by the Payment Brands. Payment Brand Marks mean the brands, emblems, trademarks and/or logos that identify a Payment Brand. Additionally, Merchant shall not use the Payment Brand Marks other than to display decals, signage, advertising, and other forms depicting the Payment Brand Marks that are provided to Merchant (a) by the Payment Brands; (b) by Paymentech pursuant to this Agreement; or (c) as otherwise approved in writing by Paymentech. Merchant may use the Payment Brand Marks only to promote the services covered by the Marks by using them on decals, indoor and outdoor signs, advertising materials, and marketing materials; provided, that all such uses by Merchant must be approved by Paymentech and consistent with Payment Brand Rules. Merchant shall not use the Payment Brand Marks in any way that Payors could believe that the goods or services offered by Merchant are sponsored, endorsed, or guaranteed by the owners of the Payment Brand Marks. Merchant recognizes that it has no ownership rights in the Payment Brand Marks. Merchant shall not assign the rights to use the Payment Brand Marks to any third party. Merchant's right to use the Payment Brand Marks hereunder terminates with the termination of this Agreement. 9. FEES;ADJUSTMENTS. 9.1 Schedule A. Merchant shall pay all applicable fees for all Transactions, which shall be calculated and payable pursuant to this Agreement. Merchant acknowledges that the fees stated in Schedule A are based upon the assumption that Merchant-s Transactions will qualify for certain interchange rates as determined in each case by the applicable Payment Brand. If any of Merchant's Transactions fail to qualify for such interchange rates, Paymentech shall process each such Transaction at the applicable interchange rate determined by the applicable Payment Brand. Unless otherwise indicated on Schedule A, Merchant shall be solely responsible for all communication expenses required to facilitate the transmission of all Transaction Data to Paymentech. Fees payable under this Agreement that contain a fraction of a cent will be rounded up to the next full cent. 9.2 Price Adjustments. Unless otherwise agreed to by the parties or expressly provided for herein, the fees set forth on Schedule A shall not change during the Initial Term. Notwithstanding the foregoing, the fees set forth on Schedule A and anv additional pricing supplements may be adjusted with 30 days' prior written notice to reflect increases by Payment Brands in Interchange. assessment;. or other Payment Brand fee;. additional fce; imposed by the Payment Brands. or increases in third party fees identified in this Agreement. Merchant shall pay all such fees, as so adjusted. CHASE/P.IMENI ECH CITY OF FORT WORTH Merchant Payment Card Service Aereement Page 7 0l 22 Fach such adjustment Shall become etfective upon the date the corresponding increase or additional fee is implemented by the Payment Brand or third party provider. 10. TERM AND TERMINATION. 10.1 Term. The initial term of this Agreement shall be three(3) years and will be effective upon the last date executed by both parties. Following the initial term, the City shall have two (2) options of one (1) year each to renew this Agreement under the same terns and conditions unless otherwise agreed to by the parties. The City shall notify Paymentech in writing within sixty(60)days of the end of the tern of such renewal. 10.2 Events of Default. If any of the following events shall occur(each an"Event of Default"): (a)any transfer or assignment in violation of Section 15.4 of this Agreement; (b) irregular Transactions by Merchant, excessive Chargebacks, or any other circumstances which, in Paymentech's discretion, may increase Paymentech's or Member's exposure for Merchant's Chargebacks or otherwise present an Anticipated Risk to Paymentech; (c) any representation or warranty in this Agreement is breached in any material respect or was or is incorrect in any material respect when made or deemed to be made; (d) Merchant fails in any material respect to perform any of its obligations with respect to the funding or establishing of a Reserve Account, as detailed in Section 4.6; (e) material breach of Section I-1; (f)Merchant fails in any material respect in performance or observance of any term,covenant,condition,or agreement contained in this Agreement, including, without limitation, compliance with Payment Brand Rules and Security Standards; (g) a case or other proceeding shall be commenced by or against Merchant in any court of competent jurisdiction seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of Merchant, or of all or any substantial part of the assets, domestic or foreign,of Merchant,and such case or proceeding shall continue undismissed or unstayed for a period of sixty(60) consecutive days, or an order granting the relief requested in such case or proceeding against Merchant (including, without limitation, an order for relief under the Bankruptcy Code)shall be entered; (h) Paymentech,in its sole reasonable discretion,deems Merchant to be financially insecure; (i) any Payment Brand (i) notifies Paymentech or Member that it is no longer willing to accept Merchant's Transaction Data; or(ii) requires Paymentech or Member to terminate or limit this Agreement or Merchant's ability to accept Payment Cards from Payors; 0) Merchant or any person owning or controlling Merchant's business is listed in one or more databases of terminated or high risk merchants maintained by the Payment Brands; (k) Merchant engages in conduct that (i) causes Paymentech or Member to violate the Payment Brand Rules or applicable law; (ii) results in Paymentech's, Member's, or Merchant's participation in a risk-based program under the Payment Brand Rules; or (iii) creates or could tend to create harm or loss to the goodwill of any Payment Brand, Paymentech,or Member; (1) for a period of more than sixty(60)consecutive days,Merchant does not transmit Transaction Data to Paymentech; (m) Merchant fails to comply with Section 15.15; or (n) Paymentech's Transaction processing services under this Agreement fail to conform to generally accepted standards for such services in the Transaction processing industry. then, the non-defaulting party may terminate this Agreement by providing the defaulting party with written notice of tennination. Following receipt of such notice, and solely for tennination based on subsections (c), (f) and (n), the defaulting party shall have thirty(30) days to cure the Event of Default, and the Agreement shall terminate in the event such cure is not effected by the end of such period. No cure period shall be provided when termination is based any other Event of Default. If this Agreement is terminated by Paymentech for Merchant's default hereunder, Merchant acknowledges that Paymentech may be required to report Merchant's business name and the names and other identification of its principals to the Payment Brands. Merchant expressly agrees and consents to such reporting in the event Merchant is terminated for any reason specified, and Merchant, to the extent permitted by law, agrees to waive and hold Paymentech harmless from and against any and all claims which Merchant may have as a result of such reporting. 10.3 Other Events. In addition to the remedies ahove and any rights Paymentech may have under this Agreement, Paymentech may suspend the processing of some or all of Merchants Transactions upon: (a) an occurrence of an Event Cf1ASE/PAYMENTECH_CITY OF FORT WORTH Merchant Payment Card Service Agreement Page 9 of 22 of Default by Merchant; (b) receipt by Paymentech of notice that a Payment Brand intends to impose any fine or penalty as a result of excessive Chargebacks or Merchants acts Or omissions; or (c) receipt by Paymentech of objections or concerns expressed by a Payment Brand which render Paymentech's continued processing of Merchant's Transactions unduly burdensome, impractical, or risky_ 10.4 Termination for Convenience.The Merchant may tenninate this Agreement at any time and for any reason by providing the other party with 60 days' written notice of tennination. 10.5 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the Merchant in any fiscal period for any fees or payments due hereunder, Merchant will notify Paymentech of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Merchant of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 10.6 Account Activity After Termination; Termination Reserve. The provisions governing processing and settlement of Transactions, all related adjustments, fees and other amounts due from Merchant, and the resolution of any related Chargebacks, disputes, or other issues involving Transactions, will continue to apply even after termination of this Agreement, with respect to all Transactions made prior to such termination or after such termination, as described below. After termination of this Agreement for any reason whatsoever, Merchant shall continue to bear total responsibility for all Chargebacks, fees, fines, assessments, credits, and adjustments resulting from Transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due to Paymentech under this Agreement or which may be due to Paymentech before or after such termination to either Paymentech or Member. If Merchant submits Transaction Data to Paymentech after the date of termination, Paymentech may, at its sole discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement. Upon notice of termination of this Agreement, Paymentech may estimate the aggregate dollar amount of anticipated Chargebacks, Refunds and Anticipated Risks that Paymentech reasonably anticipates subsequent to termination, and Merchant agrees to immediately deposit such amount in its Settlement Account, or Paymentech may withhold such amount from Merchant's settlement funds in order to establish a Reserve Account pursuant to and governed by the terms and conditions of this Agreement. 11. INDEMNIFICATION. Paymentech agrees to indemnify Merchant and its affiliates,officers,directors,employees,and agents from any losses,liabilities, and damages of any and every kind(including, without limitation, Merchant's costs, expenses, and reasonable attorneys' fees) arising out of any Chargeback or third party claim or complaint(a)made with respect to any error in Transaction Data caused by Paymentech or by malfunctions of Paymentech's processing systems; (b) caused by Paymentech's noncompliance with this Agreement, the Payment Brand Rules, or the Security Standards; or(c) resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Paymentech. This indemnification does not apply to any claim or complaint relating to Merchant's failure to resolve a payment dispute concerning merchandise or services sold by Merchant or Merchant's negligence or willful misconduct. The indemnification provided under this Section 11 shall survive termination and is subject to the limitation of liability set forth in Section 14 of this Agreement. 12. TRANSACTION DATA AND PAYMENT CARD INFORMATION;PAYMENT CARD INDUSTRY COMPLIANCE. 12.1 Merchant financial information, information related to Merchant's Transactions, and other information that Merchant provides to Paymentech may be shared by Paymentech with its affiliates and the Payment Brands. Paymentech will not otherwise disclose or use such information other than (a) as necessary to process Merchant's Transactions or otherwise provide services and maintain Merchant's account pursuant to this Agreement; (b) to detect, prevent, reduce, or otherwise address fraud, security, or technical issues; (c) to enhance or improve Paymentech's products and services generally; or(d) as required or permitted by the Payment Brands or applicable law. Paymentech may prepare, use, and/or share with third parties, aggregated, non-personally identifiable information derived from Transaction Data of all of Paymentech's customers or specific segments of Paymentech's customers. 12.2 Payment Card Industry Compliance. Merchant acknowledges and understands the importance of compliance with the Security Standards,such as those relating to the storage and disclosure of Transaction Data and Payment Card Information. Therefore, Merchant shall not disclose or use Payment Card Information, other than (a) to Merchant's agents and contractors for the purpose of assisting Merchant in completing a Transaction: (b) to the applicable Payment Brand_ or(c) as specifically required by lair or pursuant to a government or re��ulatory demand. Furthermore, iVielchant acknowledges and understands that its use of any fraud mitigation or security enhancement solution (e.g. an encryption [C�HAA�SE/PAYME�NTECH �OO.FRT WORTH greement Page 9 of 22 I product or service), whether provided to Merchant by Paymentech or a third party. in no way limits Merchants obligation to comply with the Security Standards or Merchant's liabilities set forth in this AQreement- Merchant is allowed by the Payment Brand Rules to store only certain Payment Card Information (currently limited to the Payor's name, Payment Card account number, and expiration date) and is prohibited from storing additional Payment Card Information, including, without limitation, any security code data, such as CVV2, CVC2, and PIN data, and any magnetic stripe track data. Merchant shall store all media containing Payment Card Information in an unreadable format wherever it is stored and in an area limited to selected personnel on a "need to know" basis only. Prior to either party discarding any material containing Payment Card Information, the party will render the account numbers unreadable in accordance with the requirements of the Security Standards. If at any time Merchant determines or suspects that Payment Card Information has been compromised Merchant must notify Paymentech immediately and assist in providing notification to such parties as may be required by law or Payment Brand Rules, or as Paymentech otherwise reasonably deems necessary. Merchant agrees to comply with all Security Standards, as defined in Section 17. Merchant further agrees to provide Paymentech, upon its request, with such tests,scans,and assessments of Merchant's compliance with Security Standards as may from time to time be required by the Payment Brands. Merchant must immediately notify Paymentech of its use of any Service Provider. Merchant shall ensure that, to the extent required by each Payment Brand, its Service Providers are (d) compliant with all applicable Security Standards; and (e) appropriately registered with, or otherwise recognized as being compliant with the Security Standards, by all applicable Payment Brands. To the extent required by each Payment Brand, all Payment Applications, or software involved in processing, storing, receiving, or transmitting of Payment Card Information, shall be (f) compliant with all Security Standards applicable to such Payment Applications or software; and (g) registered with and/or recognized by such Payment Brand(s) as being so compliant. Furthermore, to the extent Merchant is required under the Payment Brand Rules,or Merchant otherwise elects, to utilize EMV chip-capable terminals, all EMV chip-capable terminals used by Merchant must appear on the EMV co-approved terminal list maintained by the Payment Brands. Merchant understands that its failure, or the failure of any of its Service Providers, to comply with the Payment Brand Rules,including the Security Standards,or the compromise of any of Payment Card Information(whether such Payment Card Information is under the control of Merchant or its Service Provider), may result in assessments, fines, and/or penalties by the Payment Brands, and Merchant agrees to reimburse Paymentech immediately, insofar as allowed by law, for any such assessment, fine, or penalty imposed on Paymentech or the Member and any related loss, cost, or expense incurred by Paymentech or the Member. If any Payment Brand requires a forensic examination of Merchant or any of Merchant's Service Providers due to a Data Compromise Event,Merchant agrees to cooperate with,and cause all applicable Service Providers to cooperate with, such forensic examination until it is completed, including, without limitation, the engagement of an examiner acceptable to the relevant Payment Brand. Notwithstanding the foregoing, the Payment Brands may (h) directly engage, or demand that Paymentech engage, an examiner on behalf of the Merchant in order to expedite the investigation of the Data Compromise Event; or (i) pursuant to the Payment Brand Rules, permit Paymentech to investigate the Data Compromise Event. In either scenario, Merchant agrees to pay, to the extent permitted by applicable law, for all costs and expenses related to such forensic examination, including all of Paymentech's reasonable attorneys' fees and other costs relating to such forensic examination. By executing this Agreement, Merchant represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension of business operations, to the extent permitted by law, Merchant shall not sell, transfer, or disclose to third parties any materials that contain Transaction Data or Payment Card Information. Upon request, Merchant must return such information to Paymentech or provide Paymentech with acceptable proof of its destruction. 13.INFORMATION ABOUT MERCHANT AND MERCHANT'S BUSINESS. 13.lAdditional Financial Information. Upon ten (10) business days' written notice at any time, Merchant agrees to furnish to Paymentech(a)its most recently prepared financial statements and credit information;and (b) if applicable, its three most recent filings with the SEC. Paymentech agrees to limit any such request(s) to one (1) request per calendar year unless Paymentech has reasonable cause to believe Merchant is in breach of this Agreement or payment Brand Rules,or has experienced a material adverse change in its financial condition. 13.2Audit Rights. With prior notice and during Merchant's normal business hours, Paymentech's duly authorized representatives may visit Merchant's husiness premises and may examine Merchant's books and records that pertain to Merchants l ransactions or ,Merchants compliance with this Agreement. Lach party shall he responsible ibr its tmli costs and expenses related to any audit that it requests and/or is required to perform, provided that ;Merchant, may, at its CHASEIPAYMENTECH CITY OF FORT WORTH Merchant Payment Card Service Agreement Page 10 of 22 own option and expense, furnish Paymentech with copies of such information instead unICSS and to the extent the Payment Brands may require an onsite visit or inspection. 13.3 Other Information. Merchant agrees to provide Paymentech at least thirty (30) days' prior written notice of its intent to change current product lines or services, Merchant's trade name, or the manner in wluch Merchant accepts Payment Cards. If Paymentech determines such a change is material to its relationship with Merchant, Paymentech may refuse to process Transaction Data made subsequent to the change or terminate this Agreement. Merchant agrees to provide Paymentech with prompt written notice if Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant's signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Merchant. 14. DISCLAIMER; LIMITATION OF DAMAGES. Subject to Section 5, Paymentech will, at its own expense, correct any Transaction Data to the extent that such errors have been caused by Paymentech or by malfunctions of Paymentech's processing systems. Under no circumstances will Paymentech's financial liability arising out of or related to its performance of services under this Agreement exceed the total fees paid to Paymentech under this Agreement (net of Payment Brand fees, third party fees, interchange,assessments, penalties, and fines) for the six months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT,IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF TIIE POSSIBILITY OF SUCH DAMAGES. ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE PAYMENT BRANDS RELATED TO MERCHANT'S ACCEPTANCE OF PAYMENT CARDS SHALL NOT BE DEEMED TO BE CONSEQUENTIAL DAMAGES. NEITHER PAYMENTECH NOR MEMBER SHALL BE LIABLE OR RESPONSIBLE FOR THE AUTHENTICITY,ACCURACY,CORRUPTION,DISAPPEARANCE,THEFT OF, DAMAGE TO, OR TAMPERING WITII ANY DATA, INCLUDING, WITHOUT LIMITATION, TRANSACTION DATA, TRANSMITTED IN ANY FORM OR FORMAT TO PAYMENTECH BY OR ON BEHALF OF MERCHANT, AND PAYMENTECH AND MEMBER SHALL BE ENTITILED TO RELY ON DATA IT RECEIVES FROM OR ON BEHALF OF MERCHANT IN THE DISCHARGE BY PAYMENTECH AND MEMBER OF ITS OBLIGATIONS HEREUNDER. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES. 15.MISCELLANEOUS. 15.1 Taxes. Unless Merchant is otherwise exempt, and, if applicable, provides a valid exemption certificate, Merchant agrees to pay any taxes imposed on the services, equipment, supplies, and other property provided under this Agreement, and Merchant authorizes Paymentech to increase the amount collected from Merchant to reflect any and all assessments or increases in the sales, use, occupational, property, lease, or other taxes imposed on such sale or lease of services,tangible property,intellectual property,equipment,supplies,and other goods purchased. 15.2 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement. 15.3 Assignment. Neither party may assign or otherwise transfer any of its interest in this Agreement without the prior written consent of the other party. Except that Paymentech may assign this Agreement to an entity qualified under Payment Brand Rules to perform Paymentech's obligations under this Agreement upon such notice as is reasonably possible under the circumstances. Any assignment not in compliance with this provision shall be null and void and without effect. 15.4 Parties; Independent Contractor. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees' actions. In providing services to Merchant, Paymentech will not be acting in the capacity of agent, partner,or joint venturer: Paymentech is acting solely a> an independent contractor. 15.5 Representations. The parties shall perfonn their obligations under this Agreement in compliance with all applicable CHASE/ AYMENTECH_CrrY OF FORT WORTH Merchant Payment Card Service,Agreement Page I I of?? laws in accordance with section 15_I8. Merchant represents and warrants that statements made on its Application are true as of the date of this Agreement. Paymentech represents and warrants that its execution of and performance wider this Agreement (a) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement between Paymentech and any third party or any affiliated entity; (b) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (c) that the person signing this Agreement on behalf of Paymentech is duty authorized to do so. Merchant represents and warrants that its execution of and performance under this Agreement(d) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement between Merchant and any third party or any affiliated entity; (e) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and (f) that the person signing this Agreement on behalf of Merchant is duly authorized to do so. Furthermore, if Merchant is undergoing a forensic investigation at the time this Agreement is executed, Merchant represents that it is fully cooperating with the investigation and agrees to continue so cooperating until the investigation is completed. 15.6 Publicity. Unless required by law, neither Paymentech nor Merchant may publicly disclose, through press releases or otherwise, the existence of the business relationship that is the subject of this Agreement, without the prior written consent of the non-disclosing party. 15.7 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Payment Brand Rule,such determination will not affect the validity or enforceability of any other provision of this Agreement. 15.8 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced. 15.9 Entire Agreement. The Payment Brand Rules, Application, taxpayer identification and certification documentation,and all schedules,supplements,and attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives.This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account. In the event that any of the terms and conditions of this Agreement contradicts or conflict with the terms and conditions of Merchant's previously submitted Request for Proposal("RFP") or Paymentech's subsequent response to Merchant's RFP,the terms and conditions of this Agreement shall control. 15.10 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. 15.11 Governing Law; Waiver of Right to Contest Jurisdiction; Waiver of Jury Trial. UNLESS OTHERWISE MANDATED BY APPLICABLE LAW,THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REFERENCE TO CONFLICT OF LAW PROVISIONS. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 15.12 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of Paymentech's vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section 15.12 will affect or excuse Merchant's liabilities and obligations for Chargebacks, refunds,or unfulfilled goods and services. 15.13 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Payment Brand Rules or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately with proper 60 days' written notice to Merchant. Merchant's electronic signature or continued submission Of Transactions to Pavmentech lollowHILI, such notice kill be deemed to he Merchant's acceptance of such amendment. CHASE/PAYMENTECH_C1TY OF FORT WORTH Merchant Payment Card Service Agreement Page 12 of 22 15.14 Counterparts and Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. 15.15 Merchant Taxpayer Certification and Paymentech Reporting Obligations. Pursuant to 26 USC 605OW, Paymentech is a "payment settlement entity", obligated to collect and report certain taxpayer information to the United States Internal Revenue Service. Therefore, in conjunction with the execution of this Agreement, Merchant shall provide Paymentech with the appropriate taxpayer certification documentation, via Internal Revenue Service(IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable). Merchant shall promptly notify Paymentech if there are any changes in this information. Paymentech may deduct withholding taxes, if any, from proceeds payable to Merchant or any entity that is a party to this agreement where required under applicable law. Paymentech may,in accordance with applicable law and from time to time during the Term of this Agreement, request Merchant to recertify its taxpayer certification hereunder. Furthermore, Merchant shall be responsible for any penalties related to the reporting obligations of Paymentech hereunder to the extent such penalties accrue based on the actions or inactions of Merchant despite reasonable notice from Paymentech. 15.16 Merchant's Right To Audit. Paymentech(and Paymentech's suppliers, vendors, subcontractors, insurance agnets and other agents) shall maintain for examination at Paymentech's premises, and Merchant may visit and examine, upon reasonable prior notice, records, documents and books and billing statements specific to Paymentech's performance under this Agreement. In addition, Merchant shall have the ability to ask questions and receive reasonable answers and receive reasonable answers and information from employees with appropriate knowledge of such matters related to such performance. There shall be no charge to Merchant for reasonable use of Paymentech's photocopy machine while conducting such reviews, nor for any cost of retrieving, downloading and/or printing any records or transactions stored in magnetic, optical, microfilm, or other media. Paymentech shall provide all records requested, within seven (7) calendar days, unless the data being requested is archived, which will result in Paymentech opening a project and providing reasonable timelines for delivery of such requested information to Merchant. The documents, etc., described above shall be made available until the expiration of three (3) years from the date of Merchant's acceptance of the services provided. In addition, where projects are funded wholly or in part by federal grants,the Secretary and the Comptroller General of the United States or any of their duly authorized representatives shall have access, for the purpose of such review and examination, to any books, documents, papers and records of Paymentech that are pertinent to grants received in accordance with CFR 49, Part 18,as it may be amended from time to time. Each party shall be responsible for its own costs and expenses related to any audit that it requests and/or is required to perform hereunder; provided that Paymentech, may, at its own option and expense,furnish Merchant with copies of such information instead. 15.17 Insurance. Paymentech shall maintain insurance coverage for the term of this Agreement and for any renewal terms thereafter in the types and amounts set forth in Attachment C,which is attached hereto and incorporated herein for all purposes. 15.18 Compliance with Laws. Both parties agree to comply with all applicable federal, state and local laws, ordinances, rules and regulations governing this Agreement. If either party notifies the other party of any violation of such laws,ordinances, rules or regulations, the other party shall immediately desist from and correct the violation. 15.19 Ambiguities in Drafting.The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parties shall not be employed in the interpretation of this Agreement or exhibits hereto. 16. SURVIVAL. The provisions of Sections 1.6,4.2,4.4,4.5,4.6, 5,6, 7, 9, 10.2, 10.4, 11, 12, 14, 15, 16 and 17 shall survive the termination of this Agreement. 17. DEFINITIONS. "Application" means a statement of Merchant's financial condition, a description of the characteristics of Merchant's business or organization, and related information Merchant has previously or concurrently submitted to Paymentech, including credit, financial and other business related information, to induce Paymentech to enter into this Agreement with Merchant and that has induced Paymenteeh to process Merchant's Transactions under the tenns and conditions of this Agreement. --Chasaeback" means a reversal of a Transaction Merchant previously presented to Paymentech pursuant to Payment CHASFJPAYMENTECH_CITY OF FORT WORTH �4erchant Papnent Card Sen ice Agreement Paee 13 0l 22 Brand Rules. "Conveyed Transaction" means any Transaction conveyed to a Payment Brand for settlement by such Payment Brand directly to Merchant. "Payor"or"Customer"means the person or entity to whom a Payment Card is issued or who is otherwise authorized to use the Payment Card. "Data Compromise Event"means an occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transaction Data and/or Payment Card Information. "Effective Date"means the date the Agreement takes effect pursuant to Section 10.1. "EMV'means Europay, MasterCard and Visa. "Issuing Bank"means the financial institution or other member of a Payment Brand that has a contractual relationship with the Payor for the issuance of a Payment Card. "Merchant"means the legal entity identified in the Application and on the first and signature pages of this Agreement. "Member"means JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Payment Brands. Member is a principal party to this Agreement and Merchant's acceptance of Payment Brand products is extended by the Member. "Payment Application" means a third party application used by merchant that is involved in the authorization or settlement of Transaction Data. "Payment Brand" means any payment method provider whose payment method is accepted by Paymentech for processing, including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, and other credit and debit card providers,debit network providers,gift card,and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council and the Electronic Payment Association(frequently referred to as"NACHA"). "Payment Brand Rules"means all bylaws, rules,programs, regulations,specifications,and manuals,as they exist from time to time,of the Payment Brands. "Payment Card" or"Payment Instrument"means an account, or evidence of an account, authorized and established between a Payor and a Payment Brand, or representatives or members of a Payment Brand that Merchant accepts from Payors as payment on an account or for goods, or services. Payment Cards include, but are not limited to,credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates, and credit accounts. Use of the term Payment Card or Payment Instrument throughout this Agreement includes any Payment Card with an embedded microcomputer EMV chip "Payment Card Information" means information related to a Payor or the Payor's Payment Card, that is obtained by Merchant from the Payor's Payment Card,or from the Payor in connection with his or her use of a Payment Card(e.g.,a security code, a PIN number, credit limits, account balances, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing,such information may include the Payment Card account number and expiration date,the Payor's name or date of birth,PIN data,security code data(such as CVV2 and CVC2), and any data read, scanned, imprinted, or otherwise obtained from the Payment Card, whether printed thereon, or magnetically,electronically, or otherwise stored thereon. For the avoidance of doubt,the data elements that constitute Payment Card Information shall be treated according to their corresponding meanings as "cardholder data" and "sensitive authentication data"as such terms are used in the then current PCI DSS. "Paymentech"means Paymentech,LLC,a Delaware limited liability company,having its principal office at 14221 Dallas Parkway,Dallas,Texas 75254. "Refund"means any refund or credit issued for any reason, including,without limitation, for a return of merchandise or cancellation of services,and any adjustment of a Transaction. "Refund PoliW'means a written policy with regard to Refunds. "Retrieval Request" means a request for information by a Payor or Payment Brand relating to a claim or complaint concerning a Transaction. "Security Standards"means all rules, regulations, standards, or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and handling of Payment Card Information, including, without limitation, the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security&Compliance Program("DISC"),American Express's Data Security Operating Policy,MasterCard's Site Data Protection Program ("SDP"), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application Data Security Standard (`'PA DSS"), MasterCard's POS Terminal Security program, and the Payment Card Industry PIN Transmission Security program ("PCI PTS''), in each case as they may be amended from time to time. "Service Provider" means any party that processes, stores, receives, transmits, or has access to Payment Card CHASEtPAYMENTECH_CrrY OF FORT WORTH Merchant Payment Card Service Agreement Page 14 of 22 Information on Merchant; behalf, including, without limitation, its agents, business partners, contractors. and subcontractors. "Settler) Transaction" means a Transaction conducted between a Payor and Merchant utilizing a Payment Card in wluch consideration is exchanged between the Payor and Merchant for payment on an account or the purchase of a good or service or a Refund and the value for such Transaction is settled by the Payment Brand through Paymentech to the Merchant. `Storer/ Value Card Transaction' means a Transaction in which a Payor adds or redeems value to or from a stored value card,gift card,or loyalty Payment Card issued by or on behalf of Merchant. "Transaction'' means a transaction conducted between a Payor and Merchant utilizing a Payment Card in which consideration is exchanged between the Payor and Merchant. "Transaction Data" means the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record,which is submitted to Paymentech "Transaction Receipt" means an electronic or paper record of a Transaction generated upon completion of a sale or Refund,a copy of which is presented to the Payor. [Signature Page Follows] CHASE/PAYMENT ECH_CITY OF FORT NORTH Merchant Payment Card Service Agreement Page 15 of 22 IN WITNESS WHEREOF,the undersigned parties have duly executed this Agreement. Agreed and Accepted by: Agreed and Accepted by: CITY OF FORT WORTH,TEXAS: PAY ENTECH, LLC for itself and on behalf of JP RGAN SE BANK,N.A. Susan A Lis Assistant City Manage 1000 Throckmorton Street Tr ohnson, Executive Director Fort Worth,Tex 76102 Print Name and Title 3 LCP Date Date 4 Northeastern Blvd ATTEST: ® Address By: °®•Tm- NH 03079 M ry f Kay tate Zip City Secreta q $ RECOM;fa R APPROVA By: o °°OOO000°° Aaron bovds AS Chief Financial Services Officer APPROV D TO FORM AND L ALITY: e By: uillenno"Will"Trevino Assistant City Attorney CONTRACT AUTHORIZATION: M&C:C-27525 Date Approved:November 10,2015 Form 1295 Certification Number: 9-61 y 01 K S V 14242 To Be Completed By y y'Paymenteech,LLC f Merchant Agreement Contract Number is: 1 I b 1 i � — 0 g 3 Po� Merchant Processing Identification Number Wilt Be Provided At Time of Processing Set Up OFFICIAL RECORD CITY SECRETARY FT,WORTH,TX CHASE/PAYMENTECH_CITY OF FORT WORTH Merchant Payment Card Service Agreement Page 16 of 22 CHASE 0 Schedule A to Merchant Agreement PayrnenteCh Merchant: City of Fort Worth ,_.-, _ . . I Payment Transaction Sales Volume $151,058,922 Number of locations 49 Average Transaction Amount $81.170 Authorization/Capture% 108.1% j PIN Debit/EBT Transactions 0 Chargebacks as%of Sages Transactions 0.0191% E Comreyed Transactions 79,267 Billing Frequency _ _ Monthly — -. -_ __._ _ _ Safetech Encrypted Items^-�-- NIA .____ Target Qualification Level: asterCard' ` Public Sector �+uas M Visa_ CPS Retail 2(EmergingMarkets} vcR, - vices _ . ��! Discover. PSL Pubic Ser -Core stet iii ' , rats Y MasterCard,Visa&Discover Interchange Rates as set by each Payment Brand MasterCard,Visa&Discover Incremental Discount Rate 0-0215% PIAN Debit and/or EBT Novak Fees _ v All standard PIN Debit Network Fees will be assessed PIN Debit-Incremental Discount Rate v NIA _v -- JCB(Japanese Cred'A Bureau) _+___ N/A_ -- Voyager Discount Rate(if settled) NIA Payment Brand Nelvvcirk Fees Credit Delb-i"t Croat"M `aris 0.120% MasterCard Network Access& Mastercard and aq Debit trmuactlona I j i $0.0195 : $0.0195 j Cnxfd tmmactions>$1000 0.130% Brand Usage Fee(NABU) Deb*tramadtons 0.110% r I Visa i Visa Auth Processor Fee(APF) $0.0195 50.0155 Cmdlttramadtons 0,13011/5 0110°x6^ Discover Data Usage Fee $0.0185 : 50.0185 D�cov�er Mastercard per transaction NIA ! MasterCard per authorization $0.0300 i Visa per transaction WA Visa per authorization $0.0300 I Discover per transaction WA Discover per authorization $0.0300 JCB per transaction N/A JCB per authorization NIA American Egress per transaction NIA American Express per authorization $0.0300 PIN Debit pertransaction $0.2000 Voyager per authorization N/A ._..-.. —-- --- - -- EBT r transaction NIA I Wright ress per authorization I WA Check Verification-Scan per transaction N/A Private Label per authorization NIA Voyager per transactor NIA Dial Backup authorization surcharge , WA !Wright Express per transaction N/A En.cryption Fees Hosted Pay Page pertransaction N/A Safetech Encryption per transaction WA -—` Safetech Tokenization per transaction WA Customer Initials X Please initial to acknowledge page 1 of the Schedule A priang sheet CONTROL NUMBER: 270885.V3154 Printed: Februar, 2.2015 Page 1 of 4 LHASE/PAYMENTECH_CITY OF FORT WORTH rchant Payment Card Service Agreement Page 17 of 22 2. Time and Periodic Fees i 4 Account Setup Fee N/A hlbnthiy Service F;;' NIA Visa Fixod Acquirer Rush Fee NIA Monthly Minimum Fee z $25.00 Network Fee 4 Varies Terminal Reprogram Fee N/A Wnthly Helpdesk Fee NIA PIN Debit Setup Fee NIA Online Reporting Tool NIA PIN Pad Encryption Fee N/A Safetech EncryptionNIA Annual Fee N/A _ Internet Product: NIA Setup Fee NIA ? Monthly Fee Third Party Setup Fee NIA Third PartyMonthlyFee !� WA 1—Monthly service fees Willbe debited for the first time in the month ager your account has"set up. These fees wli be debited regardless of whether you are processing transactions through you accounl- 2—We wit apply the Monthly Minirrnm Fee only Wien the Wal amount of as processing fees(Sections 1.3A, 6 4)is Less thart$25.00. if your processing feel do not react$25,00,%*Wit charge the difference_ For example,A processing fees total$17.00 we would charge an additional $8.00 to meet the$25.00 minimum. 3—if Merchant obtains point of sale device(s)from Chase Peymentech for use+Afth 5afetedh Eriaypbon, the fbkvdng additional fees shall be assessed (a)a one time fee of$10.90 per device,and(b)an encryption Injection fee of$34.95 per device per occurrence. These asseasrherts are in addition to the above Safatech Encryption Fee(s), If Merchant obtains point of sale device(s)frprn a third party,additional fees may apply. Merchant 30=Wedges and underVands that its use of arty fraud mitigabon or security er4acerneM solution (e_g. an encryption product or service),whether provided to merchant by Paymentech or a 11" perry,in no way pmfts Merchant's obligation to comply*M the Seourity Standards or Merrhan Va liabilities set forth in this Agreement. 4—Visa Fixed Actiolm Network Fee is a monthly fee assessed by Visa based on Merchant Category Code(MCC), dollar vokme, comber of merchant locations,ember of Tax IDs,and whether the physical Visa cud is presort or not present at the time of the transaction. This fee can vary • Incidence3. Per Charg eback Fee $5.00 Changed Vvi-M a cordholder or cud-ImO g bent$canary protests a charge j Volee Authorization Fee_ $0.85 Charged when you call the voice Authorization phone num to atrUhorfne a aedt card AVS Fee=Electronic N/A `I Charge*w each eledmile address verillicatim aul hoftation ! Bath Settlement Fee! WA i Charged for each batch of transadim(s)you atbmA for seitbrnWt i ACH fee $0.19 Charged for each ACH(trarandssiah of funds)sent to your acoourt when Chase Ped Char ACH Return Fee ; $25.00 —_--- —�� 9 aymatnlodn is unable to debit foeaccounts froyroaccount --E Stet9tnertt Fee(tea/ROL) WA i No charge if stattetnentF Ale rent to a vied emit address or atxachad by Marchant _ tws hroResource Online,as elected by Merchant on the Application. catio Statement Fee(Mal) $5.00 Charged each month Chase Payrranlech malls a statement dher(wheat the reWest of Metchad or because"very to a valid emal address has falbdy _ -----....__..._ ---_..__ Statement Fee(Reprint) N/A Charged for sadt trdtivied sfafament:you request to haw printed f Supplies: Billed Per Order N/A Charges for supply orders vary based on the Awns ordered i i Dynamic Debit Surdyne Fee WA Chatgad hof each PW Deb*uansactton muted with the Dynam,c ROuong prodia Charged when merchant elects PIN Debit proeessing and apples to each device not PIN Debit Injection Fee $40.00 purchased from Chase Paymentedh. `Stats mad Type: 8tatemtlnt t�(lIy Steternertt Frtx(utarl4y Monthly Customer Initials XL* Please initial to acknowledge page 2 of the Schedule A pricing sheet CONTROL NUMBER. 270885.V3154 Printed. February 2, 2016 Page 2 of 4 CHAsEtPAYMFMECH_CITY OF FORT WORTH Merchant Payment Card Service Agreernent Page 18 of 22 4. Payment Brand Fees—Per Incidence MC Acquiring license Fee' 00040% Charged on MasterCard Gross Sales volume, See additional irdonnation under Paytnet#Brand Charges section on page 4. MC Digital Enablement/Card Not Present Fee 0.0101/16 Charged on MasterCard Card Not Present Gross Saks volume. DI Network Authorization Fee $0.0025 Charged by Discover on an authorizations for card transaction that are settlea through the Dlscovar Ne wWk MC Auth Access Fee—AVS Card Present 50.010 Charged by MasterCard when a mercmi-A uses the address vedfitanon service MC Auth Access Fee—AVS Card Not Present 50.010 to validate a cardholder address MC Auth Atxess Fee 50.005 Cts by MasterCard When an autlrorizabon ttn is reversed or the surizatim is provided by MasterCard J ft card Issuer is rat available. MC Card Validation Code 2 Fee $0.0025 Cham by fM ssbwCard"�1°"a i1°" "t submitsthe care va�dattot,code z (CVC2)in an authatzatiov requost MC Account Status Fee(Intra-regionao $0.025 MC Account Status Fee(interregionap $0.03 Charged by MasterCard or Visa v&en a r ie"am hues this service to do an _.-_-- inquuy that a card number is valid Visa Zero$Account Verification Fee $0.025 MC Processing Integrity Fee__... _055 Charlied,4.a card is authortwdl but ewe depaeied and ft authorization is Visa Misuse of Authorization Fee $0.048 rat reversed In a timely manner Visa Zero Floor Limit Fee $0.10 Charged when a transaction is deposited tat never authorized Visa Transaction Integrity Fee $0.10 App+ to visa Debit s Prepaid transactors that do not meet qualification criferia for Custom Payment Service{f,'P$)categodes MC Cress Border Assessment Fee 0.80% Visa International Service Assesatnent Fee i 0.80% Charged by Mnbreard,Von and Dtamwer an rorop bank Issued cards. Discover I Servide Fee 055% MC internattonat Support Fee 0.85% Visa interregional Acquiring Fee_ 0_.45% Addltbrrot tee charged by MasterCard,visa and Discover on tbrc/gn bank _� ksued amOs. 1 Discover lniemabonal Processing Fee �0.40% Visa Partial Auth Non-Participation Fee $;0.01 ADFIes to Petroleum nwrtttards using automated fuel pumps that do rat support Partial Authorization MC Glover Wholesale Travel Transaction 1.5796 1 Apples to Traraf MerahMM for transactions qM yhg at the Maate CWd Program 828 Fee eadness*qlu�werchww wry• e Amount Fee Description Amount 0 Internet Service Fee(par month 10 I Customer Initials X ; Please initial to adcnowledye page 3 of the Schedule A priors sheet CONTROL NUMBER: 270885.V3154 Printed: February 2.2016 Y�Page 3 of 4 CHASEIPAYMENIECH CITY OF FORT WORTH Merchant Payment Card Service Agreement Page 19 of 22 is —1111111111 � '01- OR Type Description Fee Replacement Fee(swap) In warranty-Terminals. Printers,&Plnpads $50.00 Replacement Fee(swap) Out of warranty-Tenrunais Printers8 Pmpads, Replacement(swap)fees vary p based on Manufacturer and Model and will fall within the specified ran b the ri ht $100-$500 Injection Fee(swap) Safetech Encryption injection $34.95 Restocking Fee Return equipment for any reason other than repair $150.00 Late Fee 1 For all equipment returned late,or not returned $500.00 1)New Equipment Warranty timeframes 5 years—Verifone W520,Vx820 PIN Pad, 1000SE PIN Pad;Ingenico iCT250 1 year—all other new equipment In warranty coverage applies only to new equipment purchased or leased from Chase Paymentech Amount payable upon Termination In addition to the other arnounts due under this AWeemerd(including vAtftout limilation,the fees and charges tlescnbtd in this Sdheduie A),you may owe an amount in ft evert you terminate this Agreement. Whether you vAl owe that amount,and how much you wll own,WE!bedetennhed In accordance with Section to of the Merchant Agreement Payment Brand Chargee Part of the Ilses that we charge you for processing your transactions consist of fees we pay to the Payment Stands. These charges,caned'Payment Brand Charges',krduda,but are not grrined to,Interchange rates,assessments,file tranamisslon fees,access foes,and International and a border fees.Therefore,In addition to the rates set forth above,you also vAq be charged Payment Brand Charges. Payment Brand interchange rates can be accessed onene by visiting the Learning S Resources section of Chase Paymentech'a website,and selecting'Understanding Interchange". Please note that Chase Paymenteeh may,from time to time,efed rat to charge you for certain erist ng,new or increased Payment Brand Charges.H we Glatt not b chage you.we still reserve the rigtt to begin charging you for reading,new or increased Payment Brand Charges at any dm In the future.upon notice to you. No such Payment Brand Charges will be imposed retroactively. •MasterCard assesses the MasterCard Acqu!"License fee annually to each Acquirer based on the total arcual%glume of MasterCard-branded sates(exck,dng Meedro PIN d*W voMme)of Its U.S.dxWded merchants_ To fatty diabibute the he across all Chace Paynnenlsph MasierGard- a x,I ting merchants,a rile of 0.004%vA be appled to all of your MastarCard gross sats lrarnactlons. Authorized Repressrrtatfve Signature: Must appear on Merchant Application section 11 JJ � TIPo +6 IP 444 Printed Name Title X SigW4 Gate Please ensure you have inttialed pages 1,2and 3 CONTROL NUMBER 270885.V3154 Printed: February 2,201-3 Page 4 of 4 CHASE/PAYMEKfECH_CnY OF FORT WORTH Merchant Payment Card Service Agreement Page 20 of 22 .Attachment C Insurance Requirements Paymentech shall, upon written request, provide the City of Fort Worth with certificate(s)of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 1. Coverage and Limits (a)Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Business Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Paymentech, its employees,agents,representatives in the course of the providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned (c) Worker's Compensation-Statutory limits (d) Banker's Professional Liability(Errors&Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Bankers Professional Liability may be provided as part of the Commercial General Liability(CGL)policy,or a separate policy specific to Bankers Professional Liability.Either is acceptable if coverage meets all other requirements.Coverage includes indemnification against loss arising for claims of wrongful acts committed in the performance of professional services Coverage shall be written on a claims-made basis,and maintained for the duration of the contractual agreement and for two(2)years following completion of services provided.An annual certificate of insurance shall be submitted to the City to evidence coverage. Paymentech reserves the right to self-insure for this coverage.However,in the event Paymentech or its parent company, JPMorgan Chase Bank,NA,determines to self-insure,the City of Fort Worth may terminate this Agreement upon not less than 30 days written notice without penalty or payment of any amounts under Section 10.2 of the Agreement. 2.General Requirements (a)The commercial general liability and business automobile liability policies shall name the City of Fort Worth as an additional insured thereon,as its interests may appear.The term City shall include its employees,officers,officials, agents,and volunteers in respect to the contracted services. (b)The workers'compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of the City of Fort Worth. (c)A minimum of Thirty(30)days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10)days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager,City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102, with copies to the City Attorney at the same address. (d)The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure On the )art Of the City to requetit required insurance dOCUmcntatlon shall not constitute a �cai\et of the insurance requirement. CHASUPAY�MENTECH_CM OF FORT WORTH Merchant Payment Card Service Agreement Page-2 I of 22 (e) Certificates of Insurance evidencing that Paymentech has obtained all required insurance shall be delivered to the City, upon written request, prior to Paymentech proceeding with any work pursuant to this Agreement. [This section intentionally left blank] CHASE/PAYMENTECH_CITY OF FORT WORTH Merchant Payment Card Service Agreement Pale 22 ot'2 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: `Approved on 11/10/2015 DATE: Tuesday, November 10, 2015 REFERENCE NO.: C-27525 LOG NAME: 13PP15-0226 MERCHANT CARD CC SUBJECT: Authorize Agreement with JPMorgan Chase Bank, N.A., and Paymentech, LLC, to Provide Credit Card Processing Services for City Departments for an Annual Amount Up to $1,700,000.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of an Agreement with JPMorgan Chase Bank, N.A., and Paymentech, LLC, to process credit card payments received by phone, in person and by internet-based payment processing, with an annual cost up to $1,700,000.00. DISCUSSION: The City of Fort Worth will utilize this Agreement for processing credit card payments at approximately 60 locations, including Municipal Court, the Water Department, Libraries, Community Centers and City Hall (for building and other permits). JPMorgan Chase Bank, N.A., and Paymentech, LLC (collectively Chase Paymentech), work together to provide the merchant processor services, which allow the City to authenticate the cardholder's transaction by use of the card's magnetic stripe or the embedded chip, if present. Transactions are also captured by manually entering the credit card number. All four major credit cards (Visa, MasterCard, American Express and Discover) and debit cards will be accepted. Cumulatively, the City expects to process approximately $125,000,000.00 annually in credit card sales, with an estimated annual processing cost of$1,700,000.00. Staff issued a Request for Proposals (RFP) on May 5, 2015. The RFP evaluation factors included responsiveness and ability to provide services and reports to meet the City of Fort Worth specifications. Additional evaluation factors were technical compliance, experience and references. An evaluation panel was made up of representatives from the Financial Management Services Department, the Planning and Development Department and the Water Department. The City received 13 proposals in response to the RFP. The panel determined that Chase Paymentech was the best evaluated firm for the contract. BID ADVERTISEMENT -This RFP was advertised in the Fort Worth Star-Telegram on May 6, 2015, May 13, 2015, May 20, 2015, May 27, 2015, June 3, 2015, June 10, 2015 and June 17, 2015. PRICE ANALYSIS -The Vendor has offered a 10 percent discount from the current pricing awarded in July 2010 (M&C C-24328). Staff has reviewed the prices of the recommended vendor and certified that they are fair and reasonable. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BIDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. T.nuname- I IPP15-0226 MERCHANT CARD CC Page 1 of 2 AGREEMENT TERMS -The Contract will be issued for an initial term of three years. Upon City Council approval, the Contract will begin November 11, 2015 and end November 10, 2018, unless terminated earlier. RENEWAL OPTIONS -This Agreement may be renewed for up to two additional one-year periods at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the City Manager in the amount of$50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available within the existing appropriations of the participating departments for these expenditures and that prior to an expenditure being made, the participating department has the responsibility to validate the availability of funds. FUND IDENTIFIERS (FIDs): TO Fund Department Accoun Project Program ctivity Budget Reference # Amount ID ID Year (Chartfield 2) j FROM Fund Department Accoun Project Program ctivity Budget Reference # I moun' ID ID Year Chartfield 2 CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Jack Dale (8357) ATTACHMENTS 1. 15-0226 EPLS.Pdf (CFW Internal) 2. 15-0226 Requisition.pd (CFW Internal) 3. 15-0226 Waiver.pdf (CFW Internal) Lognarne: 13PP15-0226 MERCHANT CARD CC Page 2 of 2 CERTIFICATE OF INTERESTED PARTIES FORM 1295 IOU Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-8285 Paymentech,LLC Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/02/2016 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the goods or services to be provided under the contract. 15-0226 Card Processing Services 4 Nature of interest(check applicable) Name of Interested Party City,State,Country(place of business) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6- AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. _a 8 URIEL TERRAIAS Official Seal Notary Public-State of Illinois — My Comtrtlssion Expires Nov 14,2019 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE ri Sworn to and subscribed before me,by the said Ma-H-L Zyj L� �.-2 YVta n this the$_day of r�eb_ C�r_, 20 1 t a •to certify which,witness my hand and seal of office. LAir,\al ief rS1-�S Ns --TC-'o40Ifc Signature of officer mg o Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission wvew.ethics.state.tx.us Version V1_0.34416 AC ® DAT((MZM/DD1/YYYY) �. CERTIFICATE OF LIABILITY INSURANCE 0 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the w certificate holder in lieu of such endorsement(s). N PRODUCER CONTACT NAME: Aon Risk Services Northeast, Inc. PHONE (866) 283-7122 FAX 800-363-0105 New York NY Office (AJC.No.Ext): AIC.No. 199 water street E-MAIL O New York NY 10038-3551 USA ADDRESS: _ INSURER($)AFFORDING COVERAGE NAIC N INSURED INSURERA: National Union Fire Ins Co of Pittsburgh 19445 JPMOrgan Chase & Co. INSURER B: New Hampshire Ins Co 23841 and subsidiary, affiliated and associated companies thero� INSURER c: Commerce & Industry Ins Co 19410 270 Park Avenue INSURER D: New York NY 10017-2070 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570057844067 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested BR CY EXP INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBERADDL POLICY EFF POLI IMMIDO/YYYYi IMM1DDNYYYILIMITS A X COMMERCIAL GENERAL LIABILITY GL '2016EACH OCCURRENCE S2,000,000 CLAIMS-MADE ❑OCCUR AMAG O D $1,000,000 PREMISES Ea occurrence X Blanket Contractual Liability MED EXP(Any one person) Excluded X Host Liquor Liability Included PERSONAL&ADV INJURY S2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 52,000,000 POLICY ❑JECT FX�LOC PRODUCTS.COMP/OP AGG 52,000,000 N o 0 OTHER: r` A AUTOMOBILE LIABILITY CA 7062871 06/01/2015 06/01/2016 COMBINED SINGLE LIMIT S5,000,000 All other States Ea accident A X ANYAUTO CA 7062872 06/01/2015 06/01/2016 BODILY INJURY(Per person) 0 2 ALL OWNED SCHEDULED MA BODILY INJURY(Per accident) m A AUTOS AUTOS CA 7062873 06/01/2015 06/01/2016PROPERTY DAMAGE u HIRED AUTOS NON-OWNED AUTOS VA Per accident 'w. d A x UMBRELLALIAB X OCCUR BE19961991 06/01/2015 06/01/2016 EACH OCCURRENCE 310,000,000 U EXCESS LIAB CLAIMS-MADE AGGREGATE $10.000,000 DED X RETENTION$10,000 B WORKERS COMPENSATION AND wc021942689 06/01/2615 06/01/2016 X PER STATUTE OTH- EMPLOYERS'LUIBILITY YIN All other States ER ANY PROPRIETOR/PARTNER I EXECUTIVE E.L.EACH ACCIDENT 51,000,000 B OFFICEWMEMBEREXCLUDED7 NIA WC 021942690 06/01/2015 06/01/2016 (Mandatory in NH) ME E.L.DISEASE-EA EMPLOYEE 51,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000- DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached N more space Is required) The insurance maintained by JPMorgan Chase & Co. provides for the following coverage enhancements in keeping with the terms of the signed contracts, leases and/or agreements in place: Blanket Additional Insured where required. Coverages are Primary and Non-contributory where required. Blanket Contractual Liability, Host Liquor Liability is included in the General Liability policy, waiver of subrogation . included where required. The Landlords Landlords Agent(s), Landlords Lender(s), Ground e� Lessor(s), vendor(s)I Clients and any other party as required by the signed contract, lease and/or agreement are listed as — additional insured as their interests may appear and when applicable. t� CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Evidence of Insurance for AUTHORIZED REPRESENTATIVE JPMorgan Chase & Co. - and subsidiary, affiliated and associated companies therof 270 Park Avenue elan stt�aceN c,/� Sia New York NY 10017-2070 USA ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10243827 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY NAMEDINSURED Aon Risk services Northeast, Inc. )PMorgan Chase & Co. POLICY NUMBER see Certificate Number: 570057844067 CARRIER NAIC CODE See Certificate Number: 570057844067 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. INSR POLICY POLICY ADDL SUBR POLICYNUMBER LIMITS LTR TYPE OF INSURANCE INSD WVD EFFECTIVE EXPIRATION DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) WORKERS COMPENSATION A N/A wCO21942691 06/01/2015 06/01/2016 CA B N/A WCO21942692 06/01/2015 06/01/2016 AZ IL N] NY TX C N/A WCO21942693 06/01/2015 06/01/2016 FL B N/A wc021942694 06/01/2015 06/01/2016 MA ND OH WA WI WY ACORD 101(2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD