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5955 Amendment 1 redacted 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND WELLS FARGO MERCHANT SERVICES, LLC. 5955 THIS FIRST AMENDMENT TO CONTRACT 5955 (this “Amendment”) by and between the City of Denton, Texas (“City”) and WELLS FARGO MERCHANT SERVICES, LLC. (“Contractor”) to that certain contract executed on June 21, 2016, in the original not-to-exceed amount of $3,800,000 (the “Agreement”); for services related to the supply of debit/credit card and electronic check processing services; WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide additional pricing terms with this First Amendment. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for services related to the supply of Internet credit card processing services for utility customers, are hereby authorized to be performed by Consultant. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. DocuSign Envelope ID: F9003D8F-EF57-4C20-9242-46B9CE7F3A60 4/30/2020 2 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT “Contractor” WELLS FARGO MERCHANT SERVICES, LLC. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “BUYER” CITY OF DENTON By: _____________________________ AUTHORIZED SIGNATURE, TITLE DocuSign Envelope ID: F9003D8F-EF57-4C20-9242-46B9CE7F3A60 Finance Director David Gaines Finance Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton / 225032327994 & 225032328992 Assumptions Credit Card Volume $1,660,000 Average Transaction Size $337 Number of Locations 2 Anticipated Interchange 11 Levels Utility: 024 048/053/324 MCC Code 4900 MCC Description UTILITIES-ELECTRIC,GAS,WATER American Express® Industry Type N/A Discover® Network Card Program Yes Communications Method line charges quoted separately Frame Relay Gateway Internet Services Not Elected Pricing Option Interchange + Assessments + Rate Credit Card Processing Fees 1 Interchange Plus the Following Fees: 0.015%On Gross Visa®, MasterCard®, Discover® Network Card and American Express Sales PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees PIN DEBIT NOT ENTITLED EBT NOT ENTITLED Applicable PIN Debit Network, Switch, Service and Administrative fees are passed through on all PIN Debit transactions (completed and declined). Applicable PIN Debit Network Interchange fees are passed through on completed PIN Debit transactions only. Applicable Fee Schedules: Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/interchangeplus Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://www.wellsfargo.com/visanetworkfee PIN Debit Networks Fee Schedule (if applicable) https://www.wellsfargo.com/biz/merchantdebitfees Dues, assessments and pass-through fees are disclosed in the schedules above. Other Processing Fees Set-Up Fee -$ per location Monthly Minimum Processing Fee 9 -$ per month Chargeback Fee 2 5.00$ per chargeback Monthly Service Fee (per location)-$ per month Statement Billing Fee (Paper Statement) 7 -$ per month ACH Reject Fee 10.00$ per reject Voice Authorization Fee 0.50$ per attempt Annual Fee -$ per location Authorization/EDC Fee - Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit) 3 N/A per attempt Authorization/EDC Fee - American Express (Credit and Prepaid) 3 N/A per attempt N/A on gross sales volume Electronic Address Verification Service Fee 0.01$ per attempt Voice (Manual) Address Verification Fee 2.00$ per attempt Annual Compliance Support Fee 5 -$ per location PCI Compliance Service Program Fee 8 -$ per month, per location Non-validation PCI Compliance Fee 8 25.00$ per month, per location Foreign Handling Fee (on non-US issued Visa/MasterCard transactions/sales)0.10%per transaction amount Initial Below As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/fees on 4/17/2020. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule. Interchange Clearing Fee 12 Applies to Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit) and American Express (Credit and Prepaid) Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ Proposal Date: 03/12/2020 Account Manager: Steven Le Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the URLs above for more information. If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you. WFB1707 3/12/2020; 11:34 AM Page 1 of 5 City of Denton V1 - Pricing Terms DocuSign Envelope ID: F9003D8F-EF57-4C20-9242-46B9CE7F3A60 Exhibit A Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton / 225032327994 & 225032328992 Assumptions Credit Card Volume $1,660,000 Average Transaction Size $337 Number of Locations 2 Anticipated Interchange 11 Levels Utility: 024 048/053/324 MCC Code 4900 MCC Description UTILITIES-ELECTRIC,GAS,WATER American Express® Industry Type N/A Discover® Network Card Program Yes Communications Method line charges quoted separately Frame Relay Gateway Internet Services Not Elected Pricing Option Interchange + Assessments + Rate Proposal Date: 03/12/2020 Account Manager: Steven Le Other Processing Fees Continued N/A per attempt N/A per attempt Terminal Reprogramming Fee (Terminal) - Applies to Customer Owned Terminals Only 75.00$ per unit 150.00$ per unit Security Swap Fee for PIN Debit - Applies to Customer Owned PIN Pads Only 75.00$ per unit Card Imprinter Option N/A Rush Shipping Option N/A 1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the “Discover Network Card program,” Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the “Discover EDC program,” Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover Network Cards. Clients may also elect to participate in the American Express program or the American Express EDC program, but not both. Under the “American Express program,” Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the “American Express EDC program,” Clients enter into a direct agreement with American Express, and WFMS provides only authorization and capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Client’s Agreement with WFMS. 2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that Client will not be subject to a chargeback or debit. 3) Authorization/EDC Fee applies to Visa and Discover Network Card credit authorizations, all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC. 5) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date. 6) American Express EDC/Discover EDC Authorization Fees apply to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions. 7) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement online instead of receiving a paper copy by mail. After Business Track access has been activated, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If Business Track access is terminated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. Enroll anytime at businesstrack.com. 8) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.trustwave.com/wellsfargo. If Client does not comply or fails the PCI DSS certification process, Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant. 9) If the total discount fee billed to the Client for Visa, MasterCard, Discover Network Card and American Express transactions in one month is less than the Monthly Minimum Processing Fee, then an additional fee will be charged to the Client equal to the Monthly Minimum Processing Fee less the total discount fee. 11) American Express charges Program Pricing fees and not interchange. Program Pricing fees and interchange fees are subject to change. 12) The Interchange Clearing Fee (ICF) will be charged on transactions that may be considered higher risk and/or are processed at a higher expense level. These types of transactions can be identified on Client’s Payment Networks Qualification Matrix by looking at the “ICF applies” column. If the interchange program level has been identified by a “YES” in this column, then the ICF will apply to that type of transaction. Initial Below Terminal Reprogramming Fee - Integrated Terminal - Applies to Customer Owned Integrated Terminals Only Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ American Express EDC and Discover EDC Authorization 6 American Express EDC and Discover EDC Capture WFB1707 3/12/2020; 11:34 AM Page 2 of 5 City of Denton V1 - Pricing Terms DocuSign Envelope ID: F9003D8F-EF57-4C20-9242-46B9CE7F3A60 Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton / 225032327994 & 225032328992 Assumptions Credit Card Volume $1,660,000 Average Transaction Size $337 Number of Locations 2 Anticipated Interchange 11 Levels Utility: 024 048/053/324 MCC Code 4900 MCC Description UTILITIES-ELECTRIC,GAS,WATER American Express® Industry Type N/A Discover® Network Card Program Yes Communications Method line charges quoted separately Frame Relay Gateway Internet Services Not Elected Pricing Option Interchange + Assessments + Rate Proposal Date: 03/12/2020 Account Manager: Steven Le If Client has selected to accept TeleCheck Services, see Part III - Section 1 of the Program Guide for the terms and conditions. If applicable, the Additional Services page will contain the fees and rates billed to Client by TeleCheck. If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on MasterCard transactions. American Express may charge Client an excessive disputes fee in the amount of $5 for each Disputed Charge if Client is in American Express' Immediate Chargeback Program or $15 for each Disputed Charge if Client is not in the Immediate Chargeback Program. Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party's services, Client will reimburse WFMS for such services. Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software. WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 60 days from the proposal date stated above. See Section 41.3 of the Program Guide for early termination fees. Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent. Fees for supplies, shipping, handling, and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request. By acknowledging these Pricing Terms, Client is expressly agreeing that WFMS may share all of Client's personally identifiable information (for example, postal and email addresses, tax identification numbers, names and social security numbers of the authorized signer on the Client's Agreement with WFMS, account information, etc.), as well as Client's American Express transaction information (for example, all information required by American Express evidencing charges or credits, including information obtained at the point of sale, information obtained or generated during authorization and settlement, and any chargeback or other fee information related to an American Express payment card transaction), with American Express. American Express may use and share this information to perform its responsibilities in connection with the American Express payment card acceptance services that Client receives under the Client's Agreement with WFMS. American Express may also use and share this information to promote the American Express Network, to perform analytics and create reports, and for any other lawful business purpose including to call Client or send Client communications or materials via direct mail, email, SMS, text or facsimile regarding American Express products, services and resources available to Client. Client consents and agrees to receive autodialed, automated and/or prerecorded calls and communications (which may include SMS or text messages) at the telephone number(s) Client has provided. If Client has provided a fax number, Client consents and agrees to receiving fax communications from American Express. In connection with the foregoing, Client understands that the calls made or communications sent to Client by American Express may be subject to charges or fees by Client's telecommunications or other applicable service provider that are Client's responsibility to pay. If Client does not wish to receive marketing or other communications from American Express, or if Client wishes to discontinue accepting American Express payment cards, Client must contact WFMS at 1-800-451-5817 to disable Client's American Express acceptance services, and Client will no longer be permitted to accept American Express payment cards. Initial Below Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ WFB1707 3/12/2020; 11:34 AM Page 3 of 5 City of Denton V1 - Pricing Terms DocuSign Envelope ID: F9003D8F-EF57-4C20-9242-46B9CE7F3A60 Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton / 225032327994 & 225032328992 Assumptions Credit Card Volume $1,660,000 Average Transaction Size $337 Number of Locations 2 Anticipated Interchange 11 Levels Utility: 024 048/053/324 MCC Code 4900 MCC Description UTILITIES-ELECTRIC,GAS,WATER American Express® Industry Type N/A Discover® Network Card Program Yes Communications Method line charges quoted separately Frame Relay Gateway Internet Services Not Elected Pricing Option Interchange + Assessments + Rate Proposal Date: 03/12/2020 Account Manager: Steven Le The Operating Procedures include summaries of some of the key rules and regulations from the Card Payment Networks that merchants must adhere to in connection with their card acceptance practices. For example, they describe the process for submitting card transactions for payment, obtaining authorizations, responding to chargebacks and media retrieval requests, and other aspects of our services. Client is required to comply with these Operating Procedures in addition to all other applicable payment network rules. THE OPERATING PROCEDURES ALSO INCLUDE ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO CLIENT'S AMERICAN EXPRESS CARD ACCEPTANCE. BY ACCEPTING AMERICAN EXPRESS CARDS AFTER THE EFFECTIVE DATE OF THESE PRICING TERMS, CLIENT IS EXPRESSLY AGREEING THAT THE TERMS AND CONDITIONS OF CLIENT'S AGREEMENT WITH WFMS, INCLUDING THE TERMS AND CONDITIONS OF THE OPERATING PROCEDURES, ALSO APPLY TO CLIENT'S AMERICAN EXPRESS ACCEPTANCE. To obtain the latest copy of the Operating Procedures that includes updates from American Express, please download them from this website: www.wellsfargo.com/merchantoperatingguide. Client may also contact WFMS at 1-800-451-5817 to request a paper copy of the Operating Procedures. Additional Notes: I acknowledge and agree that the terms therein in the Merchant Agreement and Program Guide WFB1707 executed on 6/21/2016 (as such agreement may have been or may be amended, supplemented, modified or restated from time to time) are still in full force and effect. Initial Below Processing Solutions Initial Below Signature Page Follows Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ Principal Name 1 __________ Principal Name 2 __________ Principal Name 3 __________ Principal Name 4 __________ WFB1707 3/12/2020; 11:34 AM Page 4 of 5 City of Denton V1 - Pricing Terms DocuSign Envelope ID: F9003D8F-EF57-4C20-9242-46B9CE7F3A60 Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton / 225032327994 & 225032328992 Assumptions Credit Card Volume $1,660,000 Average Transaction Size $337 Number of Locations 2 Anticipated Interchange 11 Levels Utility: 024 048/053/324 MCC Code 4900 MCC Description UTILITIES-ELECTRIC,GAS,WATER American Express® Industry Type N/A Discover® Network Card Program Yes Communications Method line charges quoted separately Frame Relay Gateway Internet Services Not Elected Pricing Option Interchange + Assessments + Rate Proposal Date: 03/12/2020 Account Manager: Steven Le IRS Legal Filing Name Principal Name: Principal Name: Title: Title: Signature Signature Date: Date: Principal Name: Principal Name: Title: Title: Signature Signature Date: Date: Wells Fargo Merchant Services, L.L.C., and Wells Fargo Bank, N.A. ("WFMS") By: Title: Print Name: Date: WFB1707 3/12/2020; 11:34 AM Page 5 of 5 City of Denton V1 - Pricing Terms DocuSign Envelope ID: F9003D8F-EF57-4C20-9242-46B9CE7F3A60 Janet Mendenhall Senior Vice President 4/30/2020 Purchasing Manager City of Denton 4/30/2020 Lori Hewell Certificate Of Completion Envelope Id: F9003D8FEF574C20924246B9CE7F3A60 Status: Completed Subject: Please DocuSign: 5955 1st Amendment WFMS CS Internet.docx Source Envelope: Document Pages: 7 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 5 Lori Hewell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 4/29/2020 2:03:38 PM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Janet Mendenhall janet.m.mendenhall@wellsfargo.com Senior Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 159.45.22.18 Sent: 4/29/2020 2:10:10 PM Resent: 4/30/2020 11:54:54 AM Viewed: 4/30/2020 3:33:07 PM Signed: 4/30/2020 3:33:54 PM Electronic Record and Signature Disclosure: Accepted: 4/30/2020 3:33:07 PM ID: 7a3aa250-0f0a-457a-9bf7-e3657440d4a6 David Gaines david.gaines@cityofdenton.com Finance Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 4/30/2020 3:33:56 PM Viewed: 4/30/2020 3:34:43 PM Signed: 4/30/2020 3:42:05 PM Electronic Record and Signature Disclosure: Accepted: 4/30/2020 3:34:43 PM ID: 7cb9b7e0-cecd-47d6-96fa-e1f295367730 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 4/30/2020 3:42:07 PM Viewed: 4/30/2020 3:48:18 PM Signed: 4/30/2020 3:48:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/30/2020 3:48:47 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Randee Klingele randee.klingele@cityofdenton.com Sr Treasury Analyst City of Denton Security Level: Email, Account Authentication (None) Sent: 4/30/2020 3:48:47 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/30/2020 3:48:47 PM Certified Delivered Security Checked 4/30/2020 3:48:47 PM Signing Complete Security Checked 4/30/2020 3:48:47 PM Completed Security Checked 4/30/2020 3:48:47 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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