HomeMy WebLinkAboutContract 47647-R1A1 k
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C� AMENDMENT TO AND FIRST RENEWAL OF FORT WORTH CITY SECRETARY
CONTRACT NO. 47647 -
SELECT GOVERNMENT MERCHANT PAYMENT CARD
PROCESSING AGREEMENT
This AMENDMENT TO AND FIRST RENEWAL OF FORT WORTH CITY
SECRETARY CONTRACT NO. 47647 ("Renewal and Amendment") is made and 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 the
City of Fort Worth, a home-rule municipal corporation of the State of Texas ("Merchant, "
"you", "your," or "City"), each of which may be individually referred to as "party" and which
collectively may be referred to as "parties."
WHEREAS, on or about April 1, 2016, City, Paymentech, and Member entered into a
Select Government Merchant Payment Card Processing Agreement, as may have been amended,
for payment card processing services, that agreement being Fort Worth City Secretary Contract
No. 47647 (the"Agreement"); and
WHEREAS, the Agreement provides for an initial three-year term, which expires March
31, 2019, and two, one-year renewal options; and
WHEREAS, the parties amended the Agreement to add Safetech and Chase Transaction
services,which amendments remain in effect and are attached hereto as Exhibits A and B; and
WHEREAS, the parties wish to continue their relationship by amending the Agreement
as follows:
1. EXTENSION OF TERM:
The term of the Agreement is hereby extended for a one year period beginning April 1, 2019,
and ending March 31, 2020.
2. NEW PRICING SCHEDULE.
The current Schedule A-1 to the Agreement is hereby deleted and replaced with the new
Schedule A-1 attached to this Renewal and Amendment and will be effective as of the Effective
Date noted below.
EFT.
IAL RECORD
Renewal and Amendment of CSC 47647 Sf gP RY
ORTH, TX
3. CHASE TRANSACTION PRICING ADJUSTMENTS.
The Agreement is hereby amended to add the following language:
Merchant's pricing for ChaseNet Transactions was determined by Paymentech based on
certain assumptions and/or historical data with respect to such Transactions, including the
relative mix of Eligible Chase Account types to be submitted to Paymentech for processing
(e.g. the mix of rewards card types such as premium, elite, signature, or the mix of credit vs.
debit cards),the amount Visa charges Member to process each ChaseNet Transaction, current
interchange rates, network fees and other fees imposed by Visa on non-ChaseNet
Transactions, average ticket size, Merchant's MCC, and other factors. In the event that such
assumptions or characteristics are incorrect, or change over time from the data and/or
assumptions used to calculate Merchant's current pricing, Paymentech shall be entitled, upon
30 days' written notice, to modify the ChaseNet Transaction pricing set forth herein;
provided, however, that in such event, Merchant shall be entitled to discontinue having its
Eligible Chase Account processed as ChaseNet Transactions by providing Paymentech with
notice of termination within 180 days of any such price increase (in which case all
Transactions involving Eligible Chase Account shall be processed by Paymentech as normal
Visa Transactions, subject to the pricing set forth in Schedule A for Visa Transactions, and
subject to normal Visa interchange and network fee pass-through).
Availability of ChaseNet. Paymentech and Member reserve the right, at any time upon 30
days prior written notice, to discontinue the processing of Merchant's eligible Transactions as
ChaseNet Transactions, or to limit the Eligible Chase Account with respect to ChaseNet (i.e.
for which Transactions are eligible to be processed as ChaseNet Transactions). In the event
of discontinuation of ChaseNet Transaction processing, all such discontinued Transactions
shall thereafter be processed by Paymentech as normal Visa Transactions, subject to the
pricing set forth in Schedule A for Visa Transactions, and subject to normal Visa interchange
and network fee pass-through).
4.ADDITIONAL MISCELLANEOUS PROVISIONS
The parties agree that new Sections 15.20 and 15.21 are added to the Agreement as follows:
15.20 Prohibition on Contracts with Companies that Boycott Israel
Paymentech and Member acknowledge that in accordance with Chapter 2270 of
the Texas Government Code, the City is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of
the Texas Government Code. By signing this Renewal and Amendment,
Paymentech certifies, on behalf of itself and Member, that Paymentech's
signature provides written verification to the City that Paymentech and Member
Renewal and Amendment of Contract No.47647 Page 2 of 4
and any wholly owned subsidiary, majority-owned subsidiary,parent company,
or affiliate of either (1) do not boycott Israel, and (2) will not boycott Israel
during the term of the Renewal and Amendment.
15.21 Prohibition on Engaging in Business with Certain Countries and Terrorist
Organizations
To the extent the Renewal and Amendment constitutes a governmental contract
within the meaning of Section 2252.151 of the Texas Government Code, as
amended, solely for purposes of compliance with Chapter 2252 of the Texas
Government Code, and except to the extent otherwise required by applicable
federal law, by signing this Renewal and Amendment, Paymentech certifies that
neither Payment, Member, nor any wholly owned subsidiary, majority-owned
subsidiary, parent company or affiliate of either (i) engages in business with
Iran, Sudan, or any foreign terrorist organization as described in Chapters 806
or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the
Texas Government Code, or (ii) is a company listed by the Texas Comptroller of
Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas
Government Code. The term "foreign terrorist organization" in this paragraph the
meaning assigned to such term in Section 2252.151 of the Texas Government
Code.
5. NO OTHER AMENDMENTS
That all terms and provisions of City Secretary Contract 47647, as previously amended,
shall remain in full force and effect throughout the term of the Renewal and Amendment
unless specifically amended herein.
This Renewal and Amendment is executed to be effective as of this the 2K'L day of
s h e- , 2019 ("Effective Date").
CITY OF FORT WORTH, TEXAS PAYMENTECH, LLC for itself and on behalf
of JPMORGAN CHASE BANK, N.A.
�. ,�.
S san Tanis Name:
As stantCityManager Title:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements. EFT.
CIAL RECU li-
SECRETARY
WORTH, T^V
Renewal and Amendment of Contract No.47647 3 of 4
t
By:
Nam • c L
Title: Tr'.,
APPROVED AS TO FORM
AND LE IT
By:
Denis C. Mc lroy, Ask City Attorney
M&C C-27525
ATTEST ® TGy
By: ;+
Ma ays etary ;'2
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Renewal and Amendment of Contract No.47647 Page 4 of 4
Schedule A-1 to Merchant Agreement Merchant Name: City of Fort worth, Texas
CHASE i P Schedule A-1 to Merchant Agreement
Paymentech Chase Transactions
1. Processing Fees - (Fees applied to eChase Transaction very transaction)Credit Merchant Discount Rate &Transaction Fee (based on Sales minus Returns) 0.5700%+$0.6100
Chase Signature Debit Merchant Discount Rate &Transaction Fee (based on total Sales) 0.1200%+$0.2570
DocuSign Envelope ID:7EE3AF4F-BF69-47C8-B6D7-C4E927063C9D
PAYMENTECH,LLC
AMENDMENT TO
SELECT GOVERNMENT MERCUANT PAYMENT CARD PROCESSING AGREEMENT
MERCHANT NAME: City of Fort Worth,Texas
This Amendment to the Select Government Merchant Payment Card Processing Agreement(the"Amendment')is dated as of the date last signed
below(the"Effective Date')and is attached to and forms a part of that certain Select Government Merchant Payment Card Processing Agreement
dated as of the Effective Date of the Agreement,as may have been amended,between Paymentech,LLC,(or its predecessor in interest)for itself and
on behalf of JPMorgan Chase Bank, N.A. a national banking association ("Member'), and the Merchant(s) whose signature(s) appear below
(collectively referred to as"Merchants' (the"Agreement'.Terms not otherwise defined herein have the meanings set forth in the Agreement To
the extent that any conflict or inconsistency exists between the terms of this Amendment and the Agreement, the terms of this Amendment will
control.
1. NEW PRICING.
Your pricing shall be modified in accordance with the selection below:
® The fees for one or more of the services specified on your pricing schedule shall be modified in accordance with the following table.
Only the fees described in"Description of Service"below are hereby added to reflect the fees.All other fees in the existing Schedule A
shall continue in full force and effect and arc unchanged by this Amendment.
Description of Service Fee:
Safetech Page Encryption Item S.025
Safetech Tokcni7ation Item S.005
2. CONTINUED EFFECT: Except to the extent amended hereby,all terms,provisions and conditions of the Agreement are hereby ratified and
shall continue in full force and effect and the Agreement shall remain enforceable and binding in accordance with its terms.
This Amendment shall be effective on the Effective Date.
Agreed and Accepted by: Agreed and Accepted by:
City of Forth Worth,Texas PAYMENTECH,LLC for itself and on behalf of
MERCHANT LEGAL NAME(Print or Type) JPMORGAN CHASE BANK,N.A.
1000 Thr ckmorton Street Fort Worth,TX 76102 Do 09-d by:
Address(Pry Ty w,
(r,/ B— LIZZ1i7-sw�v
13y authorized Stgnatt�re) � � 4e: David
Mille
S / �- Print Name: David Miller
13y,Nam- t o 1.Pel L_Q/ l Title: Vice President Credit Operations
Date Date: March 16, 2017
Address: 4 Northeastern Boulevard,Salem.NH 03079
Product and Service Amendment to Agreement-Rev.Nov 2016
INTERNAL PAYME'NMCx USE
Merchant Name:City of Forth Worth,Texas Page 1 of 1 Paymentech Contract No.: 1163182
Date Printed: March 8,2017
PAYMENTECH,LLC
CHASENET AMENDMENT TO
SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT
MERCHANT NAME:City of Fort Worth,Texas
This ChaseNet Amendment to the Select Government Merchant Payment Card Processing Agreement(the"Amendment") modifies
and amends the Select Government Merchant Payment Card Processing Agreement, dated as of the Effective Date of the Agreement,
as amended through the date hereof(the "Agreement), between Paymentech, LLC, (or its predecessor in interest; "Paymentech'),
JPMorgan Chase Bank, N.A. a national banking association("Member"), and the merchant(s) whose signature(s) appear below(all
merchants hereto collectively referred to herein as"Merchant"). This Amendment is.effective as of the date last signed below.
The Agreement is hereby amended and modified to incorporate the following additional terms and conditions:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Agreement. In
addition,the following terms used herein shall have the meaning set forth below:
"Chase"means JPMorgan Chase Bank,N.A.or,where applicable based on the Chase Account type,Chase Bank U.S.A.,N.A.
"Chase Account"means(i)a line of credit issued by Chase or its affiliates;(ii)a prepaid account issued or associated with Chase;
or(iii)a deposit account maintained by Chase, in each case, which may but need not,be associated with a Chase-issued debit or
credit card.
"ChaseNet"means Chase's proprietary closed-loop payment processing platform(s)where Transactions involving Eligible Chase
Accounts, are processed directly between Merchant and Chase and not through the traditional Payment Brand "interchange"
system.
"ChaseNet Transaction" means a Transaction utilizing an Eligible Chase Account and which is processed directly between
Merchant and Chase over the ChaseNet platform.
"Chase Requirements"means the Chase Merchant Program Requirements, as amended,revised and updated from time to time,
which set forth the rules and requirements applicable to ChaseNet Transactions.
"Eligible Chase Account" means a Chase Account of a type that Chase has determined (in its sole discretion)to be eligible for
use with its ChaseNet product generally, and for which Chase has received any and all necessary approvals to use with ChaseNet
(for example, with respect to nonproprietary "co-brand" Chase Account types). Unless Paymentech or Member has notified
Merchant otherwise in writing, Eligible Chase Accounts ChaseNet shall be limited to consumer and small business Chase
Accounts for which a Visa-branded credit or signature debit card has been issued, and may exclude certain non-proprietary"co-
brand"Chase Accounts.
2. ChaseNet Transactions and Exclusivity. Paymentech and Member will treat Merchant's eligible Transactions involving
Eligible Chase Accounts as ChaseNet Transactions. Notwithstanding anything to the contrary in the Agreement,Merchant agrees
that it will send to Paymentech exclusively(and not to any other merchant acquirer or processor)all of its transactions involving
Eligible Chase Accounts (i.e. Chase Accounts which are eligible to be processed as ChaseNet Transactions). Merchant
acknowledges receipt of the Chase Requirements and agrees to abide by the Chase Requirements with respect to the ChaseNet
Transactions. The Chase Requirements provided to Merchant are the confidential information of Paymentech and Member, and
Merchant may not disclose such information to any third party without the prior written consent of Paymentech and Member.
Pricing for ChaseNet Transactions shall be as set forth on Schedule A-1 attached hereto, which shall be made a part of existing
Schedule A to the Agreement.
3. Availability of ChaseNet. Paymentech and Member reserve the right, at any time upon 30 days prior written notice, to
discontinue the processing of Merchant's eligible Transactions as ChaseNet Transactions, or to modify or limit the types of
Eligible Chase Accounts with respect to ChaseNet.
4. Continued Effect; Conflicts. Except to the extent amended hereby, all terms, provisions and conditions of the Agreement are
hereby ratified and shall continue in full force and effect and the Agreement shall remain enforceable and binding in accordance
with its terms. To the extent that any conflict or inconsistency exists between the terms of this Amendment and the Agreement,
the terms of this Amendment will control.
INTERNAL PAYMENTECH USE REV 11117
Merchant Name:City of Fort Worth,Texas Page 1 of 2 Paymentech Contract Number: 1163182
Date Printed 6.26.17
I
PAYMENTECH,LLC
CHASENET AMENDMENT TO
SELECT GOVERNMENT MERCHANT PAYMENT CARD PROCESSING AGREEMENT
MERCHANT NAME:City of Fort Worth,Texas
IN WITNESS WHEREOF,the undersigned parties have duly executed this Agreement.
Agreed and Accepted by: Agreed and Accepted by:
PAYMENTECH,LLC,on behalf of itself and
City of Fort Worth,Texas JPMORGAN CHASE BANK,N.A.
Merclj=tLegal Name
By
By(a} rized signature) /
Ou 11 d �d �� �i y 2�C Print Name and Title
Print Name and Title
J L,, Z Z. Z D 1 -7 Date
Date
4 Northeastern Boulevard
ZC0 �ex�s S�-�-e Address
Address
r Salem.NH 03079
fe r- - W o c` X -N 102— City,State Zip
City,State Zip
Mrillici 6.26.17
INTERNAL PAYMENTECH USE REV 01117
Merchant Name:City of Fort Worth,Texas Page 2 of 2 Paymentech Contract Number: 1163182
Date Printed 6.26.17
Schedule A-1 to Merchant Agreement Merchant Name: City of Fort Worth
CHASE !i�" Schedule A-1 to Merchant Agreement
Paymentech ChaseNet Transactions
1. Processing Fees - (Fees applied to
ChaseNet Transaction every transaction)
-
Chase Credit Merchant Discount Rate&Transaction Fee(based on Sales tnm Reluma)` .44%+$M7
Chase Signature Debit Merchant Discount Rate&Transaction Fee(based on teal Sales)* .12%+$.257
In the event Merchant receives a Chargeback with respect to a ChaseNet Transaction (credit or debit), Paymentech will rebate to
Merchant the applicable Discount Rate&Transaction Fee set forth above(unless such Chargeback is reversed in Merchants favor, in
which case the applicable Discount Rate&Transaction Fee will be and remain payable by Merchant to Paymentech).
e/ Um Onh!• RSV O&17
Paymentech Con*act No.: 1 of 1 Date:628.17