HomeMy WebLinkAboutContract 56430 DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0 CSC N o. 56430
CHAS E! J.I ►r [ rarl
U.S.SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT
THIS U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT(the"Agreement")is entered into by
and between JPMorgan Chase Bank, N.A., a national banking association ("Chase"), Paymentech, LLC, a Delaware limited
liability company also known as Chase Merchant Services,("CMS"),and City of Fort Worth,Texas("Merchant").
WHEREAS, Chase is a member of several Card Networks and CMS is authorized, through Chase, to process the
Merchant's Transactions;and
WHEREAS,Merchant wishes to accept Cards from its Customers as a method of payment for goods or services offered
by Merchant;
ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this
Agreement,CMS,Chase and Merchant agree to the following terms and conditions intending to be legally bound:
1. General Services.
1.1 Services; Technical Discovery Process.
CMS agrees to provide authorization,conveyance,settlement and related services with respect to Merchant's Transactions,
together with those additional ancillary services identified or described in any schedule, addendum or amendment hereto (the
"Services").Except as otherwise agreed in writing between the parties,this Agreement shall apply only to Merchant's Transactions
originating in the U.S.The parties acknowledge that the pricing set forth in this Agreement,and CMS'ability to provide the Services
set forth herein is dependent upon satisfactory completion of a technical discovery process related to Merchant's specific technical
implementation requirements. In the event that such process reveals any significant costs, expenses, development requirements or
technical obstacles not currently known to CMS and which materially impact CMS' ability to implement and provide the Services
for Merchant(or the cost to CMS of doing so),the parties agree to discuss such issues in good faith in an attempt to resolve such
issues;provided,however,that in the event that such matters cannot be resolved in a manner satisfactory to the parties,either party
shall be entitled to terminate the Agreement with no further obligation hereunder.
1.2 Compliance with Applicable Laws and Card Network Rules.
CMS and Merchant agree to perform their respective obligations under this Agreement in compliance with all applicable
Card Network Rules and in compliance with all applicable federal,state and local laws and regulations.Merchant shall not,through
act or omission,cause CMS or Chase to violate any Card Network Rules.Merchant shall not submit any Transaction that it knows
to be illegal.Merchant acknowledges receipt of the ChaseNet Rules and agrees to abide by the ChaseNet Rules with respect to all
Chase Transactions.CMS reserves the right to temporarily suspend funding or refuse to process any Transaction if CMS reasonably
suspects that it was prepared in violation of any provision of this Agreement,applicable law,or the Card Network Rules. Merchant
agrees to pay any and all fines,fees,penalties,liabilities,charges and other amounts which may be imposed or assessed by the Card
Networks on Merchant,Chase or CMS as a result of Merchant's actions,omissions,Transactions or Chargebacks,including without
limitation,Merchant's failure to comply with the Card Network Rules,ChaseNet Rules,this Agreement or Security Standards(the
"Card Network Liabilities").CMS shall provide Merchant with prompt written notification of any Card Network Liabilities of which
it receives notification from the Card Networks. In the event that Merchant desires to contest or appeal any such Card Network
Liabilities, and such contest or appeal is permitted under the applicable Card Network Rules, CMS shall reasonably assist and
cooperate with Merchant, and reasonably advocate on Merchant's behalf, in connection with such contest or appeal, provided,
however,that Merchant shall be responsible for the payment of any appeal fees or other direct costs associated therewith.
OFFICIAL RECORD
CITY SECRETARY
Select Government Merchant Processing Agreement US CR420 Nov FT. WORTH, TX
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 1 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
2. Authorization and Settlement.
2.1 Submission of Data.
Merchant shall submit all of its Transactions to CMS electronically in accordance with CMS' standard protocols,
specifications,formats and procedures for the creation and transmission of data to CMS. CMS shall not be liable or responsible for
(i)the authenticity,or accuracy,of transaction data received from Merchant,or(ii)the corruption,loss,alteration,theft,or destruction
of Transactions or Transaction data,during transmission of such data to CMS(by Merchant or its Service Provider),and CMS shall
be entitled to rely on data received from or on behalf of Merchant in the discharge of its obligations hereunder.
2.2 Authorizations.
Merchant shall obtain an authorization code through CMS for each Transaction and CMS reserves the right to refuse to
process any Transaction presented by Merchant unless it includes a proper authorization.Merchant acknowledges that authorization
of a Transaction does not constitute a representation from CMS,a Card Network,or a card-issuing bank that a particular Transaction
is in fact valid or undisputed.
2.3 Merchant's Settlement Account.
Merchant shall designate and maintain one or more accounts to be used exclusively for business purposes and that are
capable of receiving ACH or wire transfers and that permits CMS to debit and credit such account for amounts due under this
Agreement (collectively referred to as "Settlement Account"). Merchant authorizes CMS or its authorized agent(s) to initiate
electronic credit and debit entries(via ACH,wire transfer,or other means)to the Settlement Account,or to any other bank account
designated by Merchant in writing,at any time and from time to time,for amounts due under this Agreement,without regard to the
source of any monies therein,and this authority will remain in full force and effect until all amounts which are or may reasonably
become due from Merchant under this Agreement have been paid in full.During the term of this Agreement, and for one hundred
eighty(180)days thereafter or such longer period of time as CMS may notify Merchant as reasonably required for the payments of
amounts due under this Agreement,Merchant shall not close or revoke its consent to debit its Settlement Account without giving
CMS at least ten(10)business days' prior written notice and designating another Settlement Account. Merchant shall be liable for
all fees, costs,and overdrafts associated with the Settlement Account. With respect to certain Card Networks, CMS does not offer
settlement of funds,and instead conveys Transactions to the Card Network on Merchant's behalf for settlement directly by the Card
Network to Merchant. With respect to such conveyance services, (i) CMS is not responsible for the funding and settlement of
Transactions,which shall be governed by any applicable agreement as may be in place (or required by the Card Network to be in
place) directly between Merchant and the Card Network, and (ii) CMS may share certain information about Merchant with such
Card Network(e.g.Merchant's name,taxpayer ID,and Settlement Account information)in accordance with their rules or as needed
to allow Merchant's acceptance of such Card Network's Cards.
2.4 Transfer of Settlement Funds.
CMS shall submit Merchant's Transactions to the applicable Card Network (or, with respect to Transactions involving
Eligible Chase Cards,to Chase for processing as Chase Transactions to the extent Schedule A sets forth pricing specific to Chase
Transactions).Promptly after CMS receives funds for Merchant's Transactions from the applicable Card Network, CMS will fund
the Settlement Account. Transactions received after the established cutoff time will be combined with the next business day's
transactions. CMS 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 Card Networks or Merchant's bank. The funds payable to Merchant in this
Section shall be equal to the total Transaction amounts 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 Chargebacks and Refunds;(c)any required Reserve
Account amounts; (d) any Card Network Liabilities and (e) any and all amounts due and payable by Merchant to CMS or any
Affiliate of CMS,whether or not Merchant or such Affiliate is in default in its obligations to CMS or such Affiliate.Merchant agrees
that all fees and other amounts are due and payable at the time the Services are performed or such fees or amounts are incurred. In
the event CMS does not deduct any such amounts from Merchant's proceeds when such amounts first become due and payable,
CMS may collect such amounts in any manner set forth for the collection of amounts due,as set forth in this Agreement.Furthermore,
Merchant agrees to reimburse CMS,Chase,the Card Network,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,CMS' costs and
expenses)arising out of any claim,complaint,or Chargeback(a)made or claimed by a Customer with respect to any Transaction or
Transaction data submitted by Merchant;(b)caused by Merchant's noncompliance with this Agreement or the Card Network 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
Select Government Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 2 of 15
DocuSign Envelope ID:7F84EO12-D5A8-4FB5-AB7E-653336AF3CE0
databases of terminated or high risk merchants maintained by the Card Networks. 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 CMS' own
negligence or willful misconduct.
2.5 Collection of Amounts Due.
In addition to any other rights and remedies CMS may have under this Agreement, CMS may pursue one or more of the
following options with respect to amounts due under this Agreement:
(a) withhold all or some of Merchant's settlement funds(or any other funds that would otherwise be payable by CMS to
Merchant)and apply them against the amounts due;
(b) debit the Settlement Account for the amounts due;
(c) request and receive prompt payment for such amounts; and
(d) apply funds held in any existing Reserve Account against the amounts due. _
2.6 Reserve Account.
I£
(a) Merchant begins accepting payment in advance of the shipment of goods or fulfillment of services, or materially
increases the amount of time between Merchant's acceptance of payment and the anticipated shipment or delivery of
goods or fulfillment of services;
(b) Merchant receives a number of Chargebacks in excess of one percent(1%)of its total number of Transactions over a
period of sixty(60)or more consecutive days,or CMS is notified by any Card Network of Merchant's inclusion in any
chargeback monitoring or similar risk-based program,or of any Card Network Liabilities to be assessed as a result of
Merchant's Chargebacks;
(c) CMS has received notification from any Card Network(s)or has otherwise become aware of any material violation of
the Card Network Rule(s),causing CMS to believe that it is reasonably likely to be subject to Card Network Liabilities;
(d) CMS reasonably suspects fraud or other illegal activity;
(e) either party provides notification of non-renewal or termination of this Agreement,or this Agreement is terminated for
any reason;or
(f) required by CMS,and communicated to Merchant in writing prior to the execution of this Agreement, as a condition
of CMS' entering into this Agreement;
then CMS may designate an amount of funds that shall be funded by Merchant and maintained by CMS to protect CMS
against the reasonably anticipated risk associated with Merchant's account(such funds being hereinafter referred to as the"Reserve
Account").Any required Reserve Account shall be due upon request,and may be collected by CMS in any manner provided in this
Agreement for the collection of amounts due. The amount of such Reserve Account shall not exceed the sum of(i) one month's
average fees including without limitation,processing fees,interchange assessments and third-party fees collected by CMS;plus(ii)
one month's average monthly Chargebacks multiplied by six;plus (iii) one month's average monthly Refunds multiplied by two;
plus(iv)the aggregate value of Transactions, if any, submitted by Merchant to CMS with respect to goods and/or services not yet
delivered to Customers;plus (v)the amount of any Card Network Liabilities reasonably anticipated by CMS.For purposes of this
calculation,each monthly average shall be calculated over the immediately preceding consecutive twelve(12)month period(or,if
CMS has not yet been processing for Merchant for twelve(12)consecutive months,such shorter period of time as CMS may have
been processing for Merchant or the parties may otherwise agree). CMS may (but is not required to) apply funds in the Reserve
Account toward,and set off any funds that would otherwise be payable by CMS to Merchant against,the satisfaction of any amounts
due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by CMS,will not bear
interest, and may be commingled with other funds, (but will be accounted for separately). Merchant shall have no interest in the
Reserve Account other than a contingent right to receive funds,as set forth below. Reserve Accounts(and CMS' right to require a
Reserve Account after termination of this Agreement as set forth above) shall survive termination of the Agreement. Upon
satisfaction of all of Merchant's reasonably anticipated obligations under this Agreement and the expiration of the applicable
timeframes for Chargebacks(as set by the various Card Networks),CMS will return to Merchant any unused funds remaining in the
Reserve Account. In addition, upon Merchant's request from time to time, but in no event more than once per month, CMS will
review the risk associated with Merchant's account and as needed adjust the amount currently held in the Reserve Account and
Select Govemment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 3 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
return to Merchant any funds in the Reserve Account which CMS no longer believes to be reasonably necessary to cover the
remaining risk.
3. Reporting.
CMS will provide online access to reporting reflecting the activity of Merchant's account(s) and allowing Merchant to
generate detailed statements of such activity. Merchant agrees that it has responsibility to monitor its account activity and that it
waives all claims against CMS for any errors that are not reported to CMS within ninety(90) days from the posting of the activity
in Merchant's online account report.
4. Future Deliverables; Refunds; Chargeback Liability.
4.1 Future Deliverables.
Unless CMS has agreed in writing in advance,Merchant shall not submit Transactions to CMS (including in connection
with any installment sales or deferred payment plans)until(i)the goods are delivered or shipped or(ii)the services are performed.
The foregoing restriction applies to installment sales,deferred payment plans and recurring transactions.
4.2 Refunds.
To the extent required by the Card Network Rules,Merchant shall maintain a written policy with regards to Refunds and
shall disclose or make available such policy to its Customers. Upon request,Merchant shall make such policy available to CMS.
Merchant shall not accept any payment from a Customer as consideration for issuing a Refund. Except to the extent permitted by
the Card Network Rules or expressly required by applicable law, Merchant shall not give cash (or cash equivalent) refunds to a
Customer in connection with a prior Transaction. Unless otherwise required by the ChaseNet Rules or Card Network Rules, any
Refunds shall be prepared and submitted to CMS within three (3) days of Merchant's approval of Customer's request for such
Refund. Merchant shall have liability for all Refunds submitted by Merchant, its employees, agents or representatives, or by third
parties using Merchant's identification number without Merchant's authorization,except where such third party obtained Merchant's
identification number as a result of the negligence of CMS.
4.3 Chargeback Liability.
Merchant shall have full liability for all Chargebacks assessed to CMS in accordance with the applicable Card Network
Rules; provided, however, that in the event that any Chargeback is ultimately reversed in favor of Merchant, CMS shall refund
Merchant for the amount thereof. Merchant shall use reasonable efforts to provide CMS with all necessary data relating to the
investigation and management of any reasonably suspected fraud or fraudulent Transactions that is reasonably requested by CMS
(such data to be used by CMS and Chase for fraud protection and prevention purposes only).
5. Fees; Adjustments.
5.1 Schedule A.
Merchant shall pay all fees and amounts(e.g.interchange and assessments)set forth in this Agreement(including,without
limitation,those set forth on Schedule A hereto).Unless otherwise indicated on Schedule A,Merchant shall be solely responsible
for all communication expenses required to transmit Transactions to CMS.For each file or batch submitted by Merchant,CMS will
group the Transaction data by Transaction characteristics, including, without limitation,type of Transaction,method of payment,
and interchange qualification category.For each such group,CMS will calculate the applicable fees to two decimal places.The fees
for each will be rounded to the nearest full cent using conventional mathematical rounding logic for currency.
5.2 Price Adjustments.
(a) General.Fees set forth in this Agreement are based upon Merchant's annual volume,average Transaction size, as set
forth in Schedule A, or in any amendment to this Agreement, and other information provided by Merchant. To the
extent any of the foregoing proves to be materially inaccurate, CMS may modify Merchant's pricing set forth in this
Agreement upon thirty(30)days'prior written notice;provided,however,that in such event,Merchant shall be entitled
to terminate this Agreement by providing CMS with notice of termination no later than one hundred eighty(180)days
after Merchant's receipt of notification of such increase. In addition,Merchant's fees may be adjusted to reflect (i)
increases by Card Networks in interchange,assessments,(ii)other Card Network fees,additional fees imposed by the
Select Govemment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 4 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
Card Networks,or(iii)increases in third party fees identified in this Agreement,Schedule A or as otherwise agreed by
the parties in writing.Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective
upon the date the corresponding increase or additional fee is implemented by the"Card Network or third party provider.
(b) Chase Transaction Pricing. CMS shall be entitled at any time, upon thirty (30) days' written notice, to modify the
pricing applicable to Merchant's Chase Transactions;provided,however,that in such event,Merchant shall be entitled
to discontinue having its Eligible Chase Cards processed as Chase Transactions by providing CMS with notice thereof,
in which case all Transactions involving Eligible Chase Cards shall be processed by CMS as normal Visa Transactions,
subject to the pricing set forth in Schedule A for Visa Transactions,and subject to normal Visa interchange rates and
network fee pass-through. For the purpose of reviewing, evaluating and(if applicable)modifying Merchant's Chase
Transaction pricing,Merchant authorizes CMS to use Merchant's non-Chase Transaction processing data and pricing,
including,without limitation,the qualification levels and interchange rates applicable to its non-Chase Transactions.
5.3 Custom Interchange Rates.
Merchant agrees that CMS will not be responsible for honoring or implementing any custom interchange rate(s) which
Merchant may have negotiated,or may in the future negotiate,directly with the Card Networks(a"Custom Rate")unless Merchant
notifies CMS of such rate in writing and CMS agrees in writing to implement such Custom Rate. Merchant agrees that
implementation of any Custom Rate may require time and development work, and, as a condition of doing so, CMS may require
Merchant to pay a development fee (to be mutually agreed between the parties). In addition, Merchant agrees to notify CMS in
writing of any published tier interchange rates and/or any industry-specific interchange programs(such as those for the utility and
debt repayment industries)in which Merchant believes it is eligible to participate,and CMS shall not be responsible for implementing
any such rates or programs unless it has been so notified by Merchant.
6. Term; Termination.
6.1 Term.
This Agreement takes effect on May 16,2021, and continues for three(3)years from such date to May 15,2024.Unless
otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for up to two (2)
successive one-year terms.Either party may give notice of non-renewal of this Agreement in writing no more than ninety(90)days
and no less than thirty(30)days prior to any expiration date.
6.2 Events of Default.
In the event that either party fails in any material respect to comply with any provision,term,warranty,condition,covenant,
or agreement contained in this Agreement, including, without limitation, the Card Network Rules and Security Standards, or any
representation in this Agreement is or was false or incorrect in any material respect when made (any such event, an "Event of
Default"), and such party fails to cure such Event of Default within thirty (30) days of its receipt of written notification from the
non-defaulting party specifying such Event of Default,then the non-defaulting party shall be entitled to terminate this Agreement
upon written notice of termination;provided,however,that no cure period shall be allowed,and CMS shall be entitled to terminate
this Agreement immediately,in the event that 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 2.6 above.
6.3 Other Termination Events.
In addition, CMS shall be entitled to terminate this Agreement immediately upon written notice to Merchant in the event
of any of the following:
(a) Merchant is placed in any Chargeback monitoring or similar risk-based program designated by any Card Network for
merchants with high levels of Chargebacks or presenting high levels of risk,and are not removed from such program
by the applicable Card Network within ninety(90)days;
(b) CMS reasonably determines Merchant, based on its financial statements, payment record with creditors, and other
relevant factors,to be financially insecure and unlikely to be able to meet its obligations under this Agreement;
(c) any Card Network:(i)notifies CMS or Chase that it is no longer willing to accept Merchant's Transactions;(ii)requires
CMS or Chase to terminate or limit this Agreement or Merchant's ability to accept Cards; or (iii) imposes unduly
burdensome,costly or impractical conditions or requirements relating to Merchant or Merchant's transactions;
Select Government Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 5 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
(d) a party or any individual entity or organization holding any material ownership interest in such party or any officer or
director of such party, is determined at any time to be an individual, entity, or organization (i)with whom the other
parties are prohibited from dealing by any United States law,regulation or executive order,including names appearing
on the U.S.Department of Treasury's Office of Foreign Asset Control's Specially Designated Nationals and Blocked
Persons List,or(ii)that is listed in one or more databases of terminated or high risk merchants maintained by the Card
Networks;
(e) Merchant(i) ceases to exist(other than as a result of a permitted assignment or sale by such parry)or to conduct its
normal and customary business operations,or(ii)is convicted of or pleads no contest to a felony charge;
(f) CMS reasonably believes that Merchant(i) is involved in a material violation of applicable law or other domestic or
foreign law or regulation;(ii)has or is engaged in bribery,fraud,money laundering or corruption;or(iii)has otherwise
become the subject of public disrepute, contempt, or scandal that CMS reasonably determines may cause a material
adverse impact on the reputation and goodwill of CMS, Chase, or any Card Network, regardless of whether such
controversy relates to this Agreement;
(g) Merchant is in material breach or default of any term,condition,covenant,representation,or warranty contained in any
credit facility, loan document or other agreement between Merchant and Chase or any Affiliate of Chase (and such
breach is not cured in any applicable cure period provided in such document);
(h) Merchant does not transmit Transactions to CMS for a period of more than one hundred eighty(180)consecutive days;
or
(i) Merchant issues Bearer Shares or Merchant is a Bearer Share Company.
6.4 Budget Appropriations.
Upon thirty(30)days written notice,Merchant,if it is a government entity,may terminate this Agreement in the event that
funds are not appropriated/allocated by Merchant for the expenses associated with credit card processing for any fiscal year.
However,Merchant will continue to be responsible for any liabilities,commitments or obligations arising from payment transactions
processed pursuant to this Agreement prior to the effective date of termination.
6.5 Account Activity After Termination.
After termination of this Agreement,Merchant shall continue to be liable for Chargebacks,Refunds, fees, Card Network
Liabilities, credits, and adjustments resulting from or relating to Transactions processed pursuant to this Agreement. If Merchant
submits Transactions to CMS after the date of termination,CMS may,but is not required to process such Transactions in accordance
with and subject to all of the terms of this Agreement.
7. Indemnification.
CMS agrees to indemnify and hold harmless 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 third party claim or complaint relating to:(a)CMS'noncompliance with Card Network Rules,the
Security Standards; (b)a Data Compromise Event of CMS or its service providers;(c)any voluntary or involuntary bankruptcy or
insolvency proceeding by or against CMS; or, (d) CMS' violation of applicable federal, state or local laws and regulations. This
indemnification does not apply to any claim or complaint to the extent caused by Merchant's own negligence,recklessness or willful
misconduct.The indemnification provided under this Section shall survive termination and is subject to the limitation of liability set
forth in Section 11 of this Agreement.
8. Confidential Information; Use of Data; Card Industry Compliance.
8.1 Confidentiality.
(a) Each party has made and will continue to make available to the other party information that is not generally known to
the public and at the time of disclosure is identified as,or would reasonably be understood by the receiving party to be,
proprietary or confidential("Confidential Information").Confidential Information may be disclosed in oral,written,
visual,electronic or other form. Information meeting the definition of Confidential Information that is disclosed by a
parry during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between
the parties will be considered Confidential Information, even if the information is unrelated to this Agreement or the
Services to be provided hereunder. Each parry's Confidential Information includes its: (i)business plans, strategies,
forecasts, projects and analyses; (ii) financial information and fee structures (including CMS' pricing and pricing
proposals);(iii)business processes,methods and models;(iv)employee,customer,dealer,business partner and supplier
Select Government Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 6 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
information; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service
specifications; and (vii) the terms of this Agreement. The following information shall be deemed the Confidential
Information of CMS:(x)any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE-18
(Statement on Standards for Attestation Engagements No. 16 or No. 18)report provided by CMS;(xi)any attestation
of compliance or similar letter or report provided by CMS with respect to its compliance with the Security Standards;
(xii) any data and information (including data analytics and attribution data) about Chase Customers provided to
Merchant by CMS or any of its Affiliates; (xiii)Card Information associated with a Chase Card or Chase Customer;
and (xiv) the fact that any Customer(s) is/are a Chase Customer. For Transactions that are processed under this
Agreement, information (other than Card Information associated with a Chase Card)that is customarily part of the
payment transaction(e.g.,transaction date and amount)may be utilized by each of the parties subject to the Security
Standards, Card Network Rules and ChaseNet Rules, as applicable, and shall not be deemed the Confidential
Information of any party.
(b) Except as otherwise permitted under this Agreement or with the prior written consent of the disclosing party, the
receiving party will not disclose, transmit or otherwise disseminate in any manner whatsoever any Confidential
Information of the disclosing party to any third party.The receiving party will use the same care and discretion to avoid
disclosure, publication or dissemination of any Confidential Information received from the disclosing party as the
receiving party uses with its own similar information that it does not wish to disclose,publish or disseminate(but in
no event less than a reasonable degree of care). CMS and Chase may disclose Merchant's Confidential Information:
(i) to the Card Networks in connection with the processing of Transactions and the provision of ancillary services
(including services made available directly through the Card Networks such as Address Verification and Account
Updater, if used by Merchant)and activity for which such disclosure is otherwise required(e.g.,Retrieval Requests,
Chargeback adjudication, fraud detection and prevention); (ii)to its or its subcontractors' employees, consultants or
agents for the purpose of performing its obligations under this Agreement and only to those who are obligated to
maintain the confidentiality of Merchant's Confidential Information upon terms similar to those contained in this
Agreement;and(iii)as may be necessary by reason of legal,accounting or regulatory requirements.
(c) The obligations set forth in this Section do not apply to any Confidential Information that the receiving party can
demonstrate: (i) the receiving party possessed prior to disclosure by the disclosing party, without an obligation of
confidentiality;(ii)is or becomes publicly available without breach of this Agreement by the receiving party;(iii)is or
was independently developed by the receiving party without the use of any Confidential Information of the disclosing
party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of
confidentiality to the disclosing party or its Affiliates.Either party may disclose the terms of this Agreement to potential
parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction,
provided that potential party is subject to written non-disclosure obligations and limitations on use only for the
prospective or closed transaction,each party to that transaction using commercially reasonable efforts to limit the extent
of the disclosure.
(d) If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection
with any legal or regulatory proceeding,the receiving party will,if lawfully permitted to do so,endeavor to notify the
disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity
to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms
of this Agreement. If these protective measures or other remedies are not obtained, or the disclosing party waives
compliance with the terms of this Agreement,the receiving party may disclose only that portion of that Confidential
Information that it is, according to the opinion of counsel, legally required to disclose and will exercise reasonable
efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information. However,
nothing contained in this Agreement will restrict CMS' or Chase's ability to disclose Merchant's Confidential
Information to regulatory or governmental bodies asserting jurisdiction over CMS or its Affiliates.
8.2 Use of Data.
(a) General. Certain Merchant Confidential Information, including without limitation,financial information, information
related to Merchant's Transactions,and other information that Merchant provides to CMS may be shared by CMS or
Chase with its Affiliates and the Card Networks. Except as otherwise agreed by the parties in writing,CMS shall not
otherwise use or disclose such information other than,(i)as necessary to process Merchant's Transactions or otherwise
provide services and maintain Merchant's account pursuant to this Agreement;(ii)for CMS' and Chase's internal and
operational purposes; (iii)to monitor, detect, prevent,reduce, or otherwise address fraud, risk, security, or technical
issues; (iv)to enhance or improve CMS' and Chase's products and services generally;or(v)as required or permitted
by the Card Networks or applicable law. CMS and Chase may use and/or share with third parties information derived
Select Govemment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 7 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
from Transactions provided that it is either aggregated or de-identified(meaning that reasonable steps have been taken
to ensure that the information does not identify Merchant and does not identify any individual person).
(b) Referral Partner. If applicable, CMS may also share and exchange such information with any Referral Partner (as
defined below), as reasonably necessary to administer any referral or similar program between Referral Partner and
CMS.This may include the sharing or exchanging of Merchant information for the purposes of calculating any referral
fees payable in connection with, and otherwise implementing and maintaining such program, and, in some cases,
servicing and managing Merchant's account.The information that may be shared or otherwise exchanged may include
Merchant's name, identification/account number, transaction volume, card summary, status with CMS (e.g. the
existence and terms of this Agreement, whether Merchant's application was accepted or declined, and whether this
Agreement has terminated or expired),Merchant's status with Referral Partner(e.g. membership or participation in
any Referral Partner organization or program),and such other information that is reasonably necessary for the purposes
described above.Merchant understands and agrees that CMS shall not be responsible for Referral Partner's subsequent
use or disclosure of such information.
8.3 Payment Card Industry Compliance.
(a) Each party agrees to comply with all applicable Security Standards.
(b) Merchant further agrees to provide CMS, 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 Card Network Rules in order for CMS
to confirm or validate Merchant's compliance with the Security Standards.
(c) Merchant understands that its or its Service Providers failure to comply with the Card Network Rules, including the
Security Standards,may result in Card Network Liabilities for which Merchant shall be responsible.
(d) Merchant shall immediately notify CMS of its use of any Service Provider(s),and Merchant is responsible for ensuring
that any and all Service Providers and third-party payment software or applications used by Merchant to transmit,store
or process Card Information,are compliant with all applicable Security Standards and appropriately registered with,or
otherwise recognized as being compliant with the Security Standards,by all applicable Card Networks.
(e) If a forensic examination of Merchant or any of Merchant's Service Providers is required pursuant to the Card Network
Rules,Merchant agrees to engage an approved PCI Forensic Investigator("PFI")(a list of which is available from the
PCI Council),and cause such forensic examination to be completed within the timeframe required by the Card Network
Rules, and cooperate with the PFI in connection therewith.Notwithstanding the foregoing, the Card Networks may
directly engage, or demand that CMS engage, an examiner on behalf of the Merchant in order to expedite the
investigation of a Data Compromise Event, and/or may require CMS to investigate such Data Compromise Event.
Merchant agrees to pay for all costs and expenses related to any required forensic examination and all liabilities
associated with any Data Compromise Event.Furthermore, if Merchant is undergoing a forensic investigation at the
time this Agreement is executed, Merchant shall fully cooperate with the investigation and agrees to continue so
cooperating until the investigation is completed.
8.4 Access to Information.
Merchant shall be responsible for ensuring that only employees and representatives with a need to know shall have access
to Card Information.Merchant may,from time to time,designate certain employees or representatives for which CMS shall provide
access(via login credentials or otherwise)to Merchant reporting,which may include access to Card Information.Merchant shall be
responsible for any unauthorized access to such information or any unauthorized transactions submitted, utilizing the login
credentials of Merchant's employees and representatives. In the event that any employee or other representative previously
designated by Merchant to CMS for purposes of allowing such access,Merchant agrees to notify CMS promptly in the event such
representative ceases to be employed by or associated with Merchant,or otherwise no longer has a reasonable business need to retain
such access.
9. Information About Merchant and Merchant's Business.
9.1 Additional Financial Information.
Upon five(5)business days' written notice,Merchant agrees to furnish to CMS (i)complete audited financial statements
of Merchant(or such lesser format financial statements of Merchant as CMS may agree to accept)from the most recently completed
fiscal year if such request occurs more than one hundred twenty(120)days after the end of such fiscal year,and otherwise from the
fiscal year immediately prior thereto,and(ii)its most recently prepared interim financial statements.
Select Govemment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 8 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
9.2 Other Information.
Merchant agrees to provide CMS at least thirty(30)days'prior written notice of: (i)any significant changes to the nature
of its business, product lines or services; (ii) Merchant beginning to accept payment in advance of the shipment of goods or
fulfillment of services,or materially increasing the amount of time between acceptance of payment and the anticipated delivery or
shipment of goods or fulfillment of services; (iii)any sale of all or substantially all of the assets of Merchant;or(iv)any person or
entity becoming the beneficial owner,directly or indirectly,of securities representing more than fifty percent(50%)of the combined
voting power of Merchant's securities, or otherwise acquiring voting control of Merchant. If CMS determines such a change is
material to its relationship with Merchant,CMS may refuse to process Transactions made subsequent to the change or terminate this
Agreement.Merchant agrees to provide CMS with prompt written notice if Merchant is the subject of any voluntary or involuntary
bankruptcy or insolvency petition or proceeding.Merchant agrees to provide CMS with any additional information CMS may request
pertaining to Merchant's business or Transactions in connection with any CMS inquiries or investigation concerning suspected fraud
or fraudulent Transactions.
10. ChaseNet Availability.
CMS reserves the right,at any time upon thirty(30)days'prior written notice,to discontinue the processing of Merchant's
eligible Transactions as Chase Transactions, in which case Transactions involving Eligible Chase Cards (i.e. Transactions which
would otherwise have been processed as Chase Transactions) shall thereafter be processed as normal Visa Transactions subject to
Visa pricing as set forth on Schedule A and normal Visa interchange rates and network fee pass-through.
11. Limitations of Liability; Disclaimer of Warranties.
Under no circumstances will CMS' and Chase's combined financial liabilities arising out of or related to this Agreement
exceed the total fees paid to CMS under this Agreement(net of Card Network and other third party fees including,without limitation,
interchange,assessments,and Card Network Liabilities)for the six months prior to the time the liability arose;provided,however,
that such limitation shall not apply with respect to CMS' indemnity obligations with respect to a Data Compromise Event pursuant
to Section 7.1(b).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, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION AND
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE
DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR
COMMERCIAL SERVICES.THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND CMS AND CHASE 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.
12. Miscellaneous.
12.1 Taxes.
The fees described in this Agreement are exclusive of all taxes. Unless Merchant is otherwise exempt, and, if applicable,
provides a valid exemption certificate,Merchant agrees to pay all applicable taxes and similar charges however designated(other
than taxes assessed on CMS'net income)including sales,use,property,lease,excise,goods and services,value added,gross receipts
and like taxes ("Taxes")which are imposed by any governmental authority related to the Services, equipment,supplies, software,
intellectual property and other goods provided under this Agreement.Merchant also agrees to pay any Taxes imposed on interchange,
assessments or other third party fees collected by CMS pursuant to this Agreement.Merchant authorizes CMS to increase the amount
collected from Merchant to reflect any and all such Taxes and any assessments or increases in the Taxes imposed on such sale or
lease of the Services,equipment,supplies,software,intellectual property and other goods provided under this Agreement.CMS may
deduct withholding taxes, if any, from proceeds payable to Merchant where required under applicable law and will provide to
Merchant documentation required to be provided to Merchant under applicable law.
12.2 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.
Select Government Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 9 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
12.3 Assignment; Other Events.
(a) CMS may not transfer or assign this Agreement,in whole or in part,without the prior written consent of Merchant,not
to be unreasonably withheld, except that such prior written consent shall not be required in connection with: (i)the
transfer of all or substantially all of the merchant acquiring business of CMS(whether by merger,stock sale,asset sale
or otherwise); (ii) an internal reorganization resulting in an assignment or transfer to an Affiliate of CMS; or(iii)as
permitted under the Card Network Rules,the substitution of another Card Network member for Chase,as the member
bank under whose sponsorship the Services are provided.
(b) Merchant may not transfer or assign this Agreement without the prior written consent of CMS,not to be unreasonably
withheld subject to CMS' standard credit and risk underwriting policies and procedures (which shall in no event be
deemed unreasonable).
12.4 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'and Service Provider's
actions.In providing services to Merchant,CMS will not be acting in the capacity of agent,partner,or joint venturer;CMS is acting
solely as an independent contractor.
12.5 Representations.
(a) Merchant represents and warrants that all written information that it has or will submit to CMS, including without
limitation statements made on its Application and any subsequent addendums, are true, complete and not misleading
as of the date the statements were or will be made.Merchant further represents and warrants that only its authorized
representatives will submit written information to CMS.Merchant represents and warrants that it is not a Bearer Share
Company and that it will not issue Bearer Shares.
(b) CMS and Merchant each represent and warrant that its execution of and performance under this Agreement: (i)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 with any third party or affiliated entity;
(ii)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(iii)that the person signing this Agreement is duly authorized to do so.
12.6 Publicity.
Except to the extent required by applicable law, neither party shall make press releases or similar public statements
regarding the business relationship that is the subject of this Agreement,without the prior written consent of the other.
12.7 Severability.
Should any provision of this Agreement be determined to be invalid or unenforceable under any applicable law, rule,
regulation, or Card Network Rule, such determination will not affect the validity or enforceability of any other provision of this
Agreement.
12.8 Waivers.
No term or condition of this Agreement may be waived, and failure by either party to enforce any terms or conditions of
this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of
any such term or condition, except pursuant to a written waiver executed by the party against whom such waiver is sought to be
enforced.
12.9 Entire Agreement.
The Application, taxpayer identification and certification documentation, and all schedules, supplements, exhibits and
attachments to this Agreement are made a part of this Agreement for all purposes.This Agreement represents the entire understanding
between Merchant, Chase and CMS 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 CMS,Chase or their representatives.
Select Govemment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 10 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
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 CMS' or Chase's subsequent response to Merchant's RFP,the terms and conditions of
this Agreement shall control.
12.10 Notices.
Except as otherwise provided in this Agreement,all notices shall be given in writing and either hand delivered,mailed first
class, postage prepaid (return receipt requested), transmitted electronically by email, or sent via overnight courier(with package
tracking capability)(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.
12.11 Governing Law; Waivers of Right to Contest Jurisdiction; Immunity and Jury Trial.
This Agreement will be governed by and construed in accordance with the laws of the State in which Merchant has its
primary residence without reference to conflict of law provisions;unless otherwise mandated by applicable law.Venue for any suit
brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. THE PARTIES HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO
CONTEST JURISDICTION OR VENUE.
12.12 Force Ma'Jeure.
Neither party will be liable for delays in processing or other nonperformance caused by such events as fires,
telecommunications failures, utility failures, internet failures, power failures, equipment failures, labor strife, riots, war, terrorist
attack,acts of God,or other causes over which the respective party has no reasonable control,except that nothing in this Section will
affect or excuse Merchant's liabilities and obligations for Chargebacks,Refunds,or unfulfilled goods and services.
12.13 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 Card
Network Rules or required for compliance with applicable law,such amendment will be effective upon written notice to Merchant.
12.14 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.
12.15 Prohibition of Unlawful Internet Gambling.
Merchant understands and agrees that the use of the Services to conduct transactions (including, without limitation, the
acceptance or receipt of settlement proceeds or other funds related to such transactions)that are related, directly or indirectly, to
unlawful Internet gambling is strictly prohibited by CMS and Chase.The term"unlawful Internet gambling,"as used in this Notice,
shall have its meaning set forth in 12 C.F.R.Section 233.2(bb).Merchant agrees not to engage in,submit for processing or facilitate
any Transactions under this Agreement that directly or indirectly involve or are related to unlawful Internet gambling.
13. Offshoring.
Certain services may be performed by CMS or any of its Affiliates, including Affiliates,branches or units located in any
country in which CMS conducts business or has a service provider.Merchant authorizes CMS to transfer Merchant's information to
such Affiliates,branches or units at such locations as CMS deems appropriate. CMS reserves the right to store,access,or view data
in locations it deems appropriate for the services provided.
Select Govemment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 1 I of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
14. Survival.
The terms that expressly or by their nature contemplate performance after the termination or expiration of this Agreement
shall survive and continue in full force and effect.For the avoidance of doubt the provisions relating to Authorization and Settlement,
Refunds, Chargebacks, Termination, Indemnification, Confidentiality, Use of Data and Limitation of Liability shall survive
termination.
15. Definitions.
"Affiliate"of any Person mean shall mean(a)any other Person which,directly or indirectly,controls or is controlled by or
is under common control with such Person, (b) any officer or director of such Person, and (c) with respect to Chase, any entity
administered or managed by Chase, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing,
holding or otherwise investing in commercial loans.A Person shall be deemed to be"controlled by"any other Person if such Person
possesses, directly or indirectly,power to direct or cause the direction of the management and policies of such Person whether by
contract,ownership of voting securities,membership interests or otherwise.
"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 CMS, including credit,
financial and other business related information,to induce CMS to enter into this Agreement with Merchant and that has induced
CMS to process Merchant's Transactions under the terms and conditions of this Agreement.
"Bearer Shares" means securities that are not registered on the books of the issuing corporation and thus payable to any
possessor of the shares.
"Bearer Share Company"means a type of company which,unlike registered share companies,issues its securities as Bearer
Shares.
"Card"means a physical or virtual credit or debit card,or any evidence thereof(e.g.account number,access number,token,
code,payment credential,or other form factor or access device),or any device,mobile application,digital wallet or other technology,
medium or method(regardless of form)used to access an account or account number through which Card Network payment services
are delivered,authorized and established between a Customer and a Card Network,or representatives or members of a Card Network
that Merchant accepts from Customers as payment for goods or services.
"Card Information"means information related to a Customer or the Customer's Card,that is obtained by Merchant from
the Customer's Card, or provided by the Customer in connection with his or her use of a Card, including,without limitation, Card
account numbers and expiration dates, security codes (e.g. CVV2, CVC2, etc.), PIN numbers, credit limits, account balances, or
Customer billing address,phone numbers, or zip codes (when provided solely as part of an identity verification system), and any
data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or
otherwise stored thereon. For the avoidance of doubt, information about Customers which is not specific to Customer's Card and
which is voluntarily provided to Merchant by Customers for purposes of shipping or delivering goods or services, Customer's
participation in a loyalty program, mailing list, special offers, or similar purposes (e.g.,Customer's name,mailing address, phone
number,email address,birthdate or age),shall not be deemed Card Information.
"Card Network"means any payment card network provider whose payment method is accepted by CMS for processing,
including,without limitation,Visa Inc.,MasterCard International,Inc.,Discover Financial Services,LLC,American Express,Pulse,
and STAR.
"Card Network Rules"means all bylaws,rules,programs,regulations,specifications,and manuals,as they exist from time
to time,of the Card Networks.With respect to the Chase Transactions,the ChaseNet Rules are the applicable Card Network Rules.
Select Government Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 12 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
"Chargeback"means a reversal of a Transaction Merchant previously presented to CMS pursuant to Card Network Rules.
"Chase Card"means a Card issued by Chase or its Affiliates and used to access a line of credit,prepaid account,or deposit
account,issued or maintained by Chase or its Affiliates.
"Chase Customer" means any person or entity to whom a Chase Card is issued or who is otherwise authorized to use a
Chase Card.
"Chase Transaction" means a Transaction utilizing an Eligible Chase Card and which is processed over the ChaseNet
platform.
"ChaseNet" means Chase's payment processing platform(s) where Transactions involving Eligible Chase Cards are
processed directly between Merchant and Chase,bypassing the traditional Card Network"interchange"system.
"ChaseNet Rules"means the Chase Merchant Program Requirements,as amended,revised and updated from time to time,
which set forth the rules and requirements applicable to the acceptance of Chase Transactions.
"Customer"means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card.
"Data Compromise Event' means an occurrence that results, or may have resulted, directly or indirectly, in the
unauthorized access to or disclosure of Card Information in the possession or control of a party to this Agreement or its service
providers.
"Eligible Chase Card"means a Chase Card of a type that Chase,in its sole discretion,has determined to be eligible for use
in Chase Transactions processed over ChaseNet generally.Unless CMS has notified Merchant otherwise in writing(or the parties
have agreed in writing to Chase Transaction pricing specific to another Card type, e.g.PIN debit),Eligible Chase Cards shall be
limited to consumer and small business Chase Cards for which a Visa-branded credit or signature debit card has been issued.
"Merchant'means the legal entity identified in the Application and on the first and signature pages of this Agreement.
"Merchant Application" means any software application developed by or on behalf of Merchant that provides various
services and capabilities for Merchant's customers including the ability purchase or otherwise effect payment for Merchant goods
or services.
"Person"shall mean any natural person,partnership,limited liability company,corporation,trust,joint venture,joint stock
company, association,unincorporated organization,government or agency or political subdivision thereof,or other entity,whether
acting in an individual,fiduciary or other capacity.
"Referral Partner" is a third party that has entered into a(i)formal referral relationship with CMS pursuant to which it
referred Merchant to CMS for payment processing services and/or(ii)preferred pricing program with CMS. The Referral Partner
may be paid a fee by CMS for the referral of Merchant to CMS. In addition,the Referral Partner may be involved in the servicing
and maintenance of Merchant's account. Referral partners may include, as applicable, without limitation, financial institutions,
Merchant's franchisor,independent sales organizations,trade associations or groups and service providers.
Select Goverment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 13 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
"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.
"Reserve Account"shall have the meaning set forth in Section 2.6.
"Security Standards" means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or
the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and
handling of Card Information,including,without limitation,the Payment Card Industry Data Security Standards,Visa's Cardholder
Information Security Program, Discover's Information Security & Compliance Program, American Express's Data Security
Operating Policy, MasterCard's Site Data Protection Program, Visa's Payment Application Best Practices, the Payment Card
Industry's Payment Application Data Security Standard, MasterCard's POS Terminal Security program, and the Payment Card
Industry PIN Transmission Security program,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 Card Information on
Merchant's behalf,including,without limitation,its agents,business partners,contractors,and subcontractors.
"Transaction"means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration
is exchanged between the Customer and Merchant.
"U.S."means the forty-eight(48)contiguous states of the United States,District of Columbia,Alaska and Hawaii.For
the avoidance of doubt,all other United States possessions and territories are excluded,except as may otherwise be provided in an
addendum hereto.
[Signature Page to Follow]
Select Govemment Merchant Processing Agreement US CR420 Nov Rev.October,2020
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 14 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
IN WITNESS WHEREOF,the undersigned parties have duly executed this Agreement.
Agreed and Accepted by: Agreed and Accepted by:
City of Fort Worth,Texas PAYMENTECH,LLC for itself and on behalf of
Merchant Legal Name JPMORJ3ANK,N.A.
Jesus_J.Chapa( t ,2 120:11 CDT)
By(authorized signature) By B6B63C58773145E...
Jesus J.Chapa Matt Leman Executive Director
Print Name and Title Print Name and Title
Oct 4,2021 9/30/2021
Date Date
200 Texas Street 8181 Communications Pkwv,Bldg.B,Floor 05
Address Address
Fort Worth,Texas 76102 Plano,Texas 75024
City, State Zip City, State Zip
PDo11/JDeGroat/MDrennen09302021
V.14254
To Be Completed By Paymentech,LLC
Merchant Agreement Contract Number is:
Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up
OFFICIAL RECORD
CITY SECRETARY
Select Government Merchant Processing Agreement US CR420 Nov FT. WORTH, TX
INTERNAL PAYMENTECH USE
Merchant Name:City of Fort Worth,Texas Page 15 of 15
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
AMENDMENT TO U.S. SELECT GOVERNMENT MERCHANT
PROCESSING AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
JPMORGAN CHASE BANK, N.A. and PAYMENTECH, LLC
This Amendment ("Amendment") to U.S. SELECT GOVERNMENT MERCHANT
PROCESSING AGREEMENT ("Agreement") is entered into by and between Paymentech, LLC
("Vendor") and JPMorgan Chase Bank, N.A. ("Chase") and the City of Fort Worth ("City"),
collectively the "parties."
The Agreement between the parties shall include the following documents:
I. The U.S. Select Government Merchant Processing Agreement; and
2. This Amendment.
Notwithstanding any language to the contrary in the attached Contract,the parties hereby agree to
amend the Contract as follows
1. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for(i)infringement of any third party's patent,provided that any indemnity relating
to the asserted claims of such patent is strictly limited to only such claims that are
substantially embodied by the provision of the services by Vendor under the Agreement; (ii)
infringement of any third party's copyright by any software provided by Vendor to City
under the Agreement; and (iii)infringement of any third party's trademark or service mark
by any trademark or service mark provided by Vendor to City under the Agreement The
indemnification obligations of subsections (i) and (ii) above shall not apply for a Vendor-
provided service or technology that been used with or combined with hardware,software,or
other components not provided by Vendor. For any of the foregoing indemnification
obligations,Merchant agrees to provide prompt notice of such third-party claim to Vendor,
and Vendor shall have the right to assume control and defend such claim in any manner
Vendor deems appropriate.Vendor further has the right to authorize,negotiate,and consent
to settlements of such claims. This indemnification does not apply to any claim or complaint
relating to City's failure to resolve a payment dispute concerning merchandise or services
sold by City or City's gross negligence, recklessness, or willful misconduct. City agrees to
give Vendor timely written notice of any such claim or action, with copies of all papers
City may receive relating thereto. If the goods or services provided by Vendor under the
Agreement ("Deliverable(s)"), or any part thereof, is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Addendum Page 1 of 4
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor,terminate the Agreement.
2. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor confirms any unauthorized access to any personal identifiable information
("Personal Data")by any unauthorized person or third party,or confirms any other security
breach that caused any loss of or unauthorized access, acquisition, possession, use or
disclosure of Personal Data held or stored by Vendor under the Agreement or in connection
with the performance of any services performed under the Agreement or any Statement(s)
of Work ("Data Breach"), Vendor shall without undue delay notify City in writing, unless
prohibited by law or otherwise instructed by a law enforcement or supervisory authority,
and shall reasonably cooperate with City at Vendor's expense, as necessary to facilitate
City's compliance with any applicable law in relation to the Data Breach. In the event of such
Data Breach,Vendor shall fully and immediately comply with applicable laws,and shall take
the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold
City, its Affiliates, and their respective officers, directors, employees and agents, harmless
from and against any and all claims,suits, causes of action, liability,loss, costs and damages,
including reasonable attorney fees,arising out of or relating to any third party claim arising
from breach by Vendor of its obligations contained in this Section, except to the extent
resulting from the acts or omissions of City. Vendor will not transfer Personal Data to third
parties other than to perform its obligations under the Agreement, unless authorized in
writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall
remain in full effect if the Data Breach is the result of the actions of a third party.
3. Public Infonnation. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Infonnation Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
4. Amendment Controlling.If any provisions of the Agreement conflict with the terms
of this Amendment, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City,the terms in this Addendum shall control.
5. Immigration Nationality. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all 1-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as
Addendum Page 2 of 4
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate the Agreement for violations of this
provision by Vendor.
6. No Boycott of Israel. Vendor acknowledges that in accordance with Chapter 2270 .
of the Texas Government Code, 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. Vendor certifies that Vendor: (1) does not boycott Israel;
and (2)will not boycott Israel during the term of the Agreement.
7. Right to Audit.Upon reasonable notice and at no expense to Vendor,Vendor agrees
that City shall, until the expiration of three (3) years after final payment under the Agreement,
have access to and the right to examine off-site any directly pertinent books, documents, papers
and records of Vendor involving transactions processed under the Agreement that Vendor may
retain in accordance with its data retention policies and practices and any Card Network Rules.
Notwithstanding the foregoing or anything to the contrary in the Agreement, City acknowledges
that Vendor does not permit general inspections, access to facilities, or general third-party audits
due to the confidentiality and security obligations related to financial and customer data required
of financial institutions and that City shall not be entitled to access any examination reports or
filings made by or to Vendor's or Chase's regulators or other applicable supervisory authorities or
any other data or information that Vendor is precluded by contractual commitment, regulation,
Card Network Rule, or other applicable law from disclosing to third parties. Notwithstanding the
foregoing or anything to the contrary in the Agreement,the Parties agree that City's right to audit
does not include Vendor's information security or enterprise technology policies and procedures.
(Signature page follows)
Addendum Page 3 of 4
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
Executed effective as of the date signed by the last party to sign.
City: Vendor:
DocuSigned by:
By: Jesus J.Chapa t ,2 120:35 CDT) By:
Nil'"'
Name: _Jesus Chapa Name: a
Title: Assistant City Manager Title: Executive Director
Date: Oct 4,2021 Date: 9/30/2021
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: RegiialdZeno(Oct2,202119:37CDT) performance and reporting requirements.
Name: Reginald Zeno
Title: Chief Financial Officer
By:
Approved as to Form and Legality: Name: John Samford
Title: Cijy Treasurer
2 Cv1 G�
By: Tayl aris(Oct 4,202114:40 CDT) City Secretary:
Name: Denis McElroy
Title: Assistant City Attorney
By:
Contract Authorization: Name: Ron Gonzales
M&C: 231-0471 Title: Acting City Secretary d�� F0R�'�aa
�0 0°°°00000
o
00
9#.o0 °o'p
PDoll/JDeGroaOADrennen09302021 "00 O
i1�0 0.�d
00 Oo0*�d
o
.. * 0000Oo0
nEXASoAp
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
CHASE e i Schedule A to Merchant Agreement
JTMorgan Merchant: City of Fort Worth
NAPFINSCHEDAICPTCN1F 202005
Assumptions
Transaction . assumptions ptio
Payment Transaction Sales Volume $30,244,581 Number of locations 46
Chase Sales Volume $3,914,812 Authorization/Capture% 1 105.0%
Average Transaction Amount $75.21 Chargebacks as%of Sales Transactions 0.0200%
Debit/EBT Transactions 0 Billing Frequency Monthly
Conveyed Transactions 24,130
Safetech Encrypted Items 150,000
Target MasterCard: Merit III MM3
Qualification Visa: CPS Retail 2(Emerging Markets) VCR2
Level: Discover: PSL Emerging Markets-Core D160
1. Transaction Processing Fees
Chase Transaction Fees* Discount - Transaction Fee
Chase Debit Merchant Discount Rate(based on Total Sales)"" 0.1200% $0.2570
Chase Credit Merchant Discount Rate(based on Sales minus Returns)*" 0.5700% $0.6100
Chase PIN Debit Merchant Discount Rate based on Total Sales) N/A N/A
*Applicable only to"Chase Transactions"as defined in the Agreement(i.e.Transactions processed over ChaseNet).
** In the event Merchant receives a Chargeback with respect to a Chase credit Transaction or Chase signature debit Transaction,Chase will rebate to Merchant the
applicable Chase Transaction Fees set forth above(unless such Chargeback is reversed in Merchants favor,in which case the applicable Chase Transaction Fees will be
and remain payable by Merchant to Chase).
Payment Brand Interchange&any incremental discount rate%—MasterCard,Visa and Discover assess an Interchange Rate,
Assessment Fee and Network Fee for each transaction. These rates and fees will be passed through at cost.Payment Brand interchange rates can
be accessed by visiting the Support&Resources section of Chase Merchant Service's website,and selecting"Interchange".
MasterCard, Visa&Discover Interchange Rates as set by each Payment Brand
MasterCard, Visa&Discover Incremental Discount Rate 0.0215%
PIN Debit, PINLess Debit,and/or EBT Network Fees All standard Debit Network Fees will be assessed
Debit—Incremental Discount Rate N/A
JCB (Japanese Credit Bureau) N/A
Voyager Discount Rate(if settled) N/A
Wright Express (WEX) Discount Rate(if settled) N/A
BrandPayment Assessments Payment Brand Network Fees CreditD
Credit transactions<$1000 I 0.130% MasterCard Network Access&
and all Debit transactions Brand Usage Fee(NABU)
MasterCard $0.0195 $0.0195
Credit transactions>$1000 0.140% (Charged per Authorization&per
Refund)
Debit transactions 0.130%
— Visa Domestic Sales Auth(APF)
Visa (Charged per Authorization&per $0.0195 $0.0155
Credit transactions 0.140% Refund)
Visa Intl Sales Auth(APF)
Discover 0.130% (Charged per Authorization&per $0.0395 $0.0355
Refund)
Discover Data Usage Fee $0.0195 1 $0.0195
BrandPayment Fees
MC Connectivity Fee*(perhansadon and AuthodzaBon) $0.0014 k VI Financial Transaction Fee $0.0018
MC Reporting&Infrastructure $0.0003 ! �Vl Reporting &Data Transfer $0.0002
*In some cases,it is not possible to allocate the associated expenses from the payment networks directly to transaction counts or volume,so Chase Merchant Services
produces a rate that is based on the associated expense from the payment networks and applies that expense accordingly.
Customer initials X� Please initial to acknowledge pg. 1 of the Schedule A pricing sheet
CONTROL NUMBER: 651409.V3208 Printed: March 26, 2021 Page 1 of
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
Transaction Fees Authorization Fees
MasterCard per transaction N/A MasterCard per authorization $0.0300
Visa per transaction N/A Visa per authorization $0.0300
Discover per transaction $0.0300 Discover per authorization $0.0300
JCB per transaction N/A JCB per authorization N/A
American Express per transaction N/A American Express per authorization $0.0300
PIN Debit per transaction $0.2000 Voyager per authorization N/A
PINLess Debit per transaction N/A Wright Express per authorization N/A
EBT per transaction N/A Private Label per authorization N/A
Check Verification—Scan per transaction N/A Dial Backup authorization surcharge N/A
Voyager per transaction N/A Encryption&Tokenization Fees
Wright Express per transaction N/A I Safetech Encryption per transaction $0.02500
Hosted Pay Page per transaction N/A Safetech Tokenization per transaction $0.02500
2. One . .
One . Periodic
Account Setup Fee N/A 1i Monthly Service Fee $10.00 Annual Fee I N/A
Rush Fee N/A ) Monthly Minimum Fee 2 $25.00 Payment • Fees
P.. ._ .. ._... _ .... _p p 9 ..,... Network
Terminal Re ro ram Fee N/A MonthlyHel desk Fee N/AVisa Fixed
Acquirer Varies
PIN Debit Setup Fee N/A Online Reporting Tool N/A
PIN Pad Encryption Fee N/A Safetech Encryption 3 �_ N/A MC Merchant
Internet Product: N/A Location Fee
Setup Fee N/A Monthly Fee N/A
_.
Third Party Setup Fee N/A Third Party Monthly Fee j N/A
1 —Monthly service fees will be debited for the first time in the month after your account has been set up. These fees will be debited regardless of
whether you are processing transactions through your account.
2—We will apply the Monthly Minimum Fee only when the total amount of all processing fees (Sections 1, 3A, &4) is less than $25.00. If your
processing fees do not reach$25.00,we will charge the difference. For example, if 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 for use with Safetech Encryption, the following additional fees shall be assessed: (a) a
one-time fee of$10.90 per Verifone device; (b) a one-time fee of$10.00 per Ingenico device; and (c) an encryption injection fee of$34.95 per
device per occurrence. These assessments are in addition to the above Safetech Encryption Fee(s). If Merchant obtains point of sale device(s)
from a third party,additional fees may apply. Merchant acknowledges and understands that its use of any fraud mitigation or security enfacement
solution(e.g.an encryption product or service),whether provided to merchant by Chase or a third party, in no way limits Merchant's obligation to
comply with the Security Standards or Merchant's liabilities set forth in this Agreement.
4 —Visa Fixed Acquirer Network Fee is a monthly fee assessed by Visa based on Merchant Category Code (MCC), dollar volume, number of
merchant locations, number of Tax IDs, and whether the physical Visa card is present or not present at the time of the transaction. This fee can
vary monthly.
5 — MasterCard Merchant Location Fee of$1.25 will be applicable for each month with $200.00 or more in MasterCard volume. This fee will be
assessed quarterly based on the previous 3 months activity.
PlatformJPM Payments
JPM Payments Platform Transaction Fee N/A JPM Payments Platform Monthly Fee N/A
JPM Payments Platform Setup Fee N/A
3. Per Incidence Fees
3A. Per Incidence Fees: Charged every time your account incurs one of the below items
Chargeback Fee $10.00 Charged when a cardholder or card-issuing bank formally protests a charge
Voice Authorization Fee $0.65 Charged when you call the Voice Authorization phone number to authorize a credit card
AVS Fee—Electronic N/A Charge for each electronic address verification authorization
Batch Settlement Fee N/A Charged for each batch of transaction(s)you submit for settlement
ACH fee $0.19 Charged for each ACH(transmission of funds)sent to your account
ACH Return Fee $25.00 Charged when Chase is unable to debit fees from your account
Customer initials — Please initial to acknowledge pg. 2 of the Schedule A pricing sheet
X J.C.
CONTROL NUMBER: 651409.V3208 Printed: March 26, 2021 Page 2 of 4
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
313. Per Request Fees: Charged every time you request one of the below items
1 I
Supplies: Billed Per Order N/A Charges for supply orders vary based on the items ordered
._... ,
Dynamic Debit Surcharge Fee N/A Charged for each PIN Debit transaction routed with the Dynamic Routing product
PIN Debit Injection Fee $40.00 Charged when merchant elects PIN Debit processing and applies to each device not
purchased from Chase.
Statement Type: Resource Online Statement only _ Statement Frequency: Monthly
4. Payment Brand Fees—Per Incidence
MC Acquiring License Fee* 0.004% Charged on MasterCard Gross Sales volume. See additional information I
under Payment Brand Charges section on page 4.
MC Digital Enablement/Card Not Present Fee 0.010% Charged on MasterCard Card Not Present Gross Sales volume.
Discover Network Authorization Fee $0.0025 Charged by Discover on all authorizations for card transactions that are
settled through the Discover Network
MC Auth Access Fee—AVS Card Present $0.010 Charged by MasterCard when a merchant uses the address verification
MC Auth Access Fee—AVS Card Not Present $0.010 service to validate a cardholder address
MC Card Validation Code 2 Fee $0.0025 Charged by MasterCard when a merchant submits the Card Validation Code
2(CVC2)in an authorization request
MC SecureCode Transaction Fee $0.030 Charged on MC SecureCode transactions that are sent for verification.
MC Account Status Fee(Intra-regional) $0.025
MC Account Status Fee(Inter-regional) $0.03 Charged by MasterCard or Visa when a merchant uses this service to do an
Visa Zero$Account Verification Fee $0.025 inquiry that a card number is valid
MC Processing Integrity Fee
Pre Authorization $0.045 Charged when a card is authorized but not deposited and the authorization is
Final Authorization* o not reversed in a timely manner.
0.250/o *the minimum fee amount for a Final Authorization is$0.04
Visa Misuse of Authorization Fee $0.093
Visa Zero Floor Limit Fee $0.20 Charged when a transaction is deposited but never authorized
Visa Transaction Integrity Fee—Credit $0.10 Charged on Visa transactions that do not meet qualification criteria for US
Visa Transaction Integrity Fee—Debit/Prepaid $0.10 Custom Payment Service(CPS)categories.
MC Ineligible Chargeback Blocking Fee $3.00 Charged when a fraud related Chargeback is blocked by MasterCard.
MC Cross Border Assessment Fee 0.60%
Visa International Service Assessment Fee 1.00% Charged by MasterCard,Visa and Discover on foreign bank issued cards.
Discover International Service Fee 0.80%
MC International Support Fee 0.85%
Visa Interregional Acquiring Fee 0.45% Additional fee charged by MasterCard,Visa and Discover on foreign bank
issued cards.
Discover International Processing Fee 0.50%
Visa Partial Auth Non-Participation Fee $0.01 Applies to Petroleum merchants using automated fuel pumps that do not
support Partial Authorization
MC Global Wholesale Travel Transaction ° Applies to Travel merchants for transactions qualifying at the MasterCard
Program B2B Fee 1.57/o Commercial Business-to-Business interchange category.
Visa Global B2B Virtual Payment Service Fee 1.55% Applies to Travel merchants for transactions qualifying at the Visa Global B2B
Virtual Payments interchange category.
Applies to transactions qualifying at the MasterCard Humanitarian Prepaid
MC Humanitarian Program Fee 0.25% card interchange category. When this fee applies,other MC Payment Brand
fees will be waived.
MC Freight Program Fee 0.50% Applies to Freight transactions qualifying at the Freight Program interchange
category.
Other5.
• • • I on3 • • •
M. Please initial to acknowledge pg. 3 of the Schedule A pricing sheet Customer initials X
CONTROL NUMBER: 651409.V3208 Printed: March 26, 2021 Page 3 of 4
DocuSign Envelope ID:7F84E012-D5A8-4FB5-AB7E-653336AF3CE0
Equipment Swap Fees
Type Description Fee
Refund for Returned A full refund will be provided on POS Terminals, Tablet Hardware and Tablet
Equipment Accessories that are returned within ninety(90)days of purchase.
Replacement Fee(swap) In warranty POS Terminals, Tablet Hardware and Tablet Accessories I $50.00
Out of warranty POS Terminals, Tablet Hardware and Tablet Accessories:
Replacement Fee(swap) Replacement(swap)fees vary based on Manufacturer and Model and will fall within $100-$1,000
the specified range to the right
Encryption Fee Safetech I $34.95
Late Fee For all equipment returned late, or not returned Up to$1,000
1$50.00 swap fee applies to POS Terminals, Tablet Hardware, and Tablet Accessories that are in warranty at the time of the swap;
provided that the POS Terminals are compliant with the latest Payment Card Industry standards and supported by CMS.
Amount payable upon Termination
In addition to the other amounts due under this Agreement(including without limitation,the fees and charges described in this Schedule A),you may
owe an amount in the event you terminate this Agreement.
Payment Brand Charges
Part of the fees that we charge you for processing your transactions consist of fees we pay to the Payment Brands. These charges,called"Payment
Brand Charges",include,but are not limited to,interchange rates,assessments,file transmission fees,access fees,and international and cross
border fees.Therefore,in addition to the rates set forth above,you also will be charged Payment Brand Charges. Payment Brand interchange rates
can be accessed online by visiting the Support&Resources section of Chase Merchant Service's website,and selecting"Interchange".
Please note that Paymentech,LLC("Chase")may,from time to time,elect not to charge you for certain existing,new or increased Payment Brand
Charges. If we elect not to charge you,we still reserve the right to begin charging you for existing,new or increased Payment Brand Charges at any
time in the future,upon notice to you. No such Payment Brand Charges will be imposed retroactively.
MasterCard assesses the MasterCard Acquiring License Fee annually to each Acquirer based on the total annual volume of MasterCard-branded
sales(excluding Maestro PIN debit volume)of its U.S.domiciled merchants. To fairly distribute the fee across all Chase MasterCard-accepting
merchants,a rate of 0.004%will be applied to all of your MasterCard gross sales transactions.
6.Authorized Signature
Authorized Representative Signature: Must appear on Merchant Application
Jesus J. Chapa Deputy City Manager
Print Name Title
X b�— Oct 4,2021
Jesus J.Chapa( t ,20 120:35 CDT)
Signature Date
Please ensure you have initialed pages 1,2 and 3
CONTROL NUMBER: 651409.V3208 Printed: March 26, 2021 Page 4 of 4
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/22/21 M&C FILE NUMBER: M&C 21-0471
LOG NAME: 13P RFP 21-0082 MERCHANT CARD PROCESSING SERVICES FMS ADK
SUBJECT
(ALL)Authorize an Agreement with JP Morgan Chase Bank, N.A., and Paymentech, LLC for Citywide Merchant Card Processing Services with
Transaction-Based Fees and Total Annual Spend Not to Exceed$1,700,000.00
RECOMMENDATION:
It is recommended that the City Council authorize an agreement with JP Morgan Chase Bank, N.A., and Paymentech, LLC for merchant card
processing services citywide with a transaction-based fees that will fluctuate based upon credit card processing volume and a total annual spend
not to exceedd$1,700,000.00.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C)is to take action to allow the City to receive payments via credit card.
Following a competitive procurement process, the Financial Management Services Department(FMS) is recommending entering into an
agreement with JP Morgan Chase Bank, N.A. and Paymentech, LLC for merchant card processing services to minimize the City's processing
costs and improve operational efficiency. This contract will not encompass Water Department transactions,which are governed under a separate
contract.
The City's FMS Department presently utilizes merchant card services at approximately forty-seven(47)locations including, but not limited to,
Municipal Court and Libraries, for development permits and fees, utility bills, and parking meters. The service will allow the City to authenticate the
cardholder and use the card information to complete transactions. Transactions may occur face to face or via the internet or phone. The service will
also provide online reporting for all transactions.
The agreement includes transaction-based fees that will increase or decrease based on the credit card volume processed. Costs include a
$10.00 monthly service fee, a$0.03 per transaction authorization fee, a 0.0215 percent discount rate, a$0.025 per transaction encryption fee, and
a$0.025 per transaction tokenization fee as well as interchange, assessment, and network fees that Mastercard, Visa, and Discover charge,
which will be passed through to the City at cost. Management expects that the use of electronic payments will continue to increase as a result of
the post COVID-19 world and must continue this service to deliver payment options that businesses and citizens expect. Over the last two
years, from May 2019-April 2021, the total amount of fees paid was$491,449.60. The maximum annual expenditure for the proposed contract has
been set to accommodate a greater number of these transactions.
Request for proposal (RFP)21-0082 consisted of detailed specifications and was advertised in the Fort Worth Star-Telegram for five(5)
consecutive Wednesdays beginning on March 3, 2021 through April 7, 2021. A pre-proposal conference held on March 10, 2021 provided an
opportunity for interested bidders to learn more about the City's requirements and to seek clarification on the RFP requirements. A total of twenty
vendors were solicited and responses were received from thirteen(13)potential vendors. All bids were evaluated by a four(4)person team
consisting of representatives from FMS and members from other appropriate City Departments. Each bid was evaluated based on customer
service capability, size of the dedicated team, hours of operation, experience and references, responsiveness and ability to provide the services
and reports required and cost. The team also took into consideration and awarded points for any additional value added services that were not
specifically requested in the RFP. Based on the qualifications, staff recommends awarding the agreement to JP Morgan Chase Bank, N.A., and
Paymentech LLC.
AGREEMENT TERMS: On Council approval,the initial contract period will be for three(3)years with two(2)one-year renewal options.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of this recommendation, funds are available in the current operating budget, as appropriated,
of the various funds that process credit and debit card payments and that, prior to an expenditure being made,the participating departments are
required to validate the availability of funds.
Submitted for City Manager's Office by: Jay Chapa 5804
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
Ashley Kadva 2047
Expedited