Loading...
8601 - Informal Amendment 1 Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 Christina Dormady 8601 - Merchant Services Card Processing Informal Amendment 1 Procurement 901 B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Inclusion  Collaboration  Quality Service  Strategic Focus  Fiscal Responsibility February 12, 2025 Paul Coufal Wells Fargo Merchant Services, L.L.C. 1200 Montego Way Walnut Creek, CA 94598 Re: File # 8601 – Merchant Services Card Processing, Amendment 1 Dear Paul Coufal Thank you for being such a valued partner. By signing this Amendment below, COD and Wells Fargo Merchant Services, L.L.C. agree that the Contract is hereby deemed amended to the updated Schedule of Charges, as shown in Attachment A. Except as amended by this Amendment, the Contract is not otherwise amended and all other terms and conditions of the Contract remain in full force and effect, as amended hereby. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall have the same effect as the delivery of original signatures. The City of Denton reserves the right to re-evaluate pricing as the market conditions change and can ask your firm to provide updated proposed pricing, including, but not limited to, a decrease in pricing, as a result of any such change. We look forward to future business with your firm. Regards, ____________________________ ___________________________ Christina Dormady, Buyer Paul Coufal, Merchant Services Procurement Relationship Management City of Denton Senior Leader or Authorized Representative Wells Fargo Merchant Services, L.L.C. Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 © 2023 Wells Fargo Merchant Services, L.L.C. Page 1 of 7 Addendum to Agreement for Special Provisions Regarding Clover Service_Rev. (08/23) Addendum to Agreement for Special Provisions Regarding Clover Service This Addendum to Agreement: Special Provisions Regarding Clover Service (this “Addendum”) supplements, and is hereby made a part of, the merchant services agreement (the “Agreement”) you have entered into with Wells Fargo Merchant Services, LLC (“Processor”) and Wells Fargo Bank, N.A. (“Bank”) or their respective predecessors or assigns. This Addendum governs the provision of the Clover Service (as defined below) to you by Processor along with Processor’s Third-Party service providers, including Clover Network, LLC (“Clover”), an affiliate of First Data Merchant Services LLC. By signing below, you are electing to receive the Clover Service and you agree to the terms and conditions set forth in this Addendum for the Clover Service. The Clover Service is provided to you by Processor. Bank is not a party to this Addendum, and you acknowledge that Bank is not liable to you in any way with respect to the Clover Service. For the purposes of this Addendum, the words “we,” “our” and “us” refer only to the Processor and not to the Bank. The Clover Service, all transactions processed via the Clover Service, and other matters contemplated under this Addendum are subject to the terms and conditions of the Agreement, as applicable, except to the extent the terms of this Addendum directly conflict with another provision of the Agreement, in which case the terms of this Addendum will control. 1. Definitions. Capitalized terms have the meanings given to them in this Addendum or elsewhere in the Agreement. Application Marketplace means the electronic marketplace provided to you via an agreement between you and Clover, through which Third-Party Apps and Third-Party Services are available to you at your election. For the avoidance of doubt, the Application Marketplace is not part of the Clover Service provided by Processor pursuant to this Addendum and the Agreement. Card Not Present means a transaction submitted through the Clover Service where the cardholder does not physically present a payment card at the time that an order is placed (e.g., through the Virtual Terminal, via Third-Party App, over the internet). Clover Companion App means an optional mobile application that provides Clover merchants access to certain features and the capability to accept card payments through their mobile device which additional end user agreements apply. Clover Apps means the non-modifiable (object code) software applications available from Clover through the Clover Dashboard. For the avoidance of doubt, the Clover Apps do not include Third-Party Apps. Clover Dashboard means the platform that enables the Clover merchant to perform daily business functions, such as change account settings, review statements and deposit reporting, accept Card-Not-Present transactions through the Virtual Terminal and Third-Party eCommerce Apps, and access value-added services and other business operation needs. And is the interface to the Clover Software. Clover Hardware means Clover Flex, Clover Mini, and Clover Station.* • Clover Flex means a hand-held Clover Device that is enabled to accept payments (including credit, NFC, EMV, and signature/PIN debit); has a built-in printer, camera, and QR scanner; and can be used as a mobile, stand-alone, or Attachment A Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 Addendum to Agreement for Special Provisions Regarding Clover Service_Rev. (08/23) Page 2 of 7 integrated payment terminal. • Clover Mini means the Device that is enabled to accept payments (inclusive of credit, NFC, EMV and PIN debit) that you submit to us using the Clover Service. • Clover Station means the stationary Device that is enabled to accept payments (credit, NFC, EMV and PIN debit) that you submit to us using the Clover Service. Includes Station Solo with a single terminal or Station Duo which has a customer- facing processing terminal. Clover Station requires either Register, Counter Service Restaurant, or Table Service Restaurant software. Both Clover Station Solo and Duo process signature credit/debit and EMV. Clover Station Duo can also process NFC and PIN debit. * The names and features of the Clover Hardware may change from time to time. Clover Marks means the trademarks or service marks used by Processor and Clover in connection with the Clover Service. Clover Service means the solutions provide to you by Processor that are designed to assist you with the management of your business and enable payment processing at the point of service or sale. For the avoidance of doubt, the Clover Services does not include the Application Marketplace, the Clover Software, the Clover Apps, any Third-Party Apps or any Third-Party Services that may be obtained by you separately from the Clover Service. The Clover Service is deemed part of the “Services,” as defined in and provided under the Agreement. Clover Software means the Solutions provided to you by Clover that are designed to assist you with the management of your business and enable payment processing at the point of service or sale. Clover Software plans include access to the Clover Dashboard, the Clover Apps, and the Clover Companion App. Your use of the Clover Software includes the Clover service plans outlined below, which are subject to change at any time: • Payments means Clover software with basic payment acceptance functionality within Clover Hardware and Clover Dashboard. Limited Access to the Clover App Market. Payments can be accessed with or without Clover Hardware. Merchants with a Healthcare Merchant Category Code (MCC) may see Payments appear as Healthcare (PP) during the activation process. Healthcare (PP) is only available to healthcare providers, and healthcare providers will only have access to Healthcare (PP). • Essentials means Clover software includes electronic cash register functionality such as item and category selections, simple inventory management, and sales discounts and taxes. Limited access to the Clover App Market. Pricing is on a per-device structure when using with Clover Hardware. Pricing is on a tiered per-device structure. Essentials can be accessed with or without Clover Hardware. • Register means the Clover Software that provides core point-of-sale functionality for various verticals including enhanced inventory and order management, support for item variants, weight scale support and other business management functionality. Full access to the Clover App Market. Pricing is on a tiered per-device structure. Clover Hardware is required for Register software. • Counter Service Restaurant means the Clover Software designed for pay-at-counter establishments. This plan includes all the features and functionality in the Register plan (minus support for item variants and exchanging items) plus modifier groups and kitchen printer integration. Full access to the Clover App Market. Pricing is on a tiered per-device structure. Clover Hardware is required for Counter Service Restaurant software. • Table Service Restaurant means the Clover Software designed for Full-Service Restaurants with front-of-house restaurant software functionality including custom floor plan design, table and order management, bar tab pre- authorization, fire orders to kitchen, and more. Full access to the Clover App Market. Pricing is on a tiered per-device structure. Clover Hardware is required for Table Service Restaurant software. • Accessories or Peripherals means Clover Hardware can pair with certain accessories/peripherals that may only work in certain software plans. These accessories/peripherals may have an additional fee Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 Addendum to Agreement for Special Provisions Regarding Clover Service_Rev. (08/23) Page 3 of 7 billed/charged by Clover. Customer means a Person who makes a purchase of goods or services from you, and the transaction is processed utilizing the Clover Service. Customer Information means information about your Customers (e.g., name, mailing address, e-mail address, telephone number) and other information obtained by (a) Processor or Clover in connection with your use of the Clover Service, (b) by Clover in connection with your use of the Application Marketplace, or (c) by providers of Third-Party Services. Device means a mobile or fixed piece of equipment, including a tablet or smartphone, or other device identified by Processor from time to time to be capable of supporting the Clover Service. For the avoidance of doubt, a Device is deemed to be “Equipment”, or “Merchant Equipment” as defined in the Agreement. Equipment Upgrade means any alteration or upgrade of any Clover Hardware device by Processor, that materially changes the efficiency or functional capacity of any Clover Hardware device, is subject to additional charges. Third-Party Apps means the non-modifiable (object code) software applications that are NOT loaded on a Device at the time we provide you with the Device; you must subsequently elect to install Third-Party Apps onto the Device. Third-Party Apps are available through the Application Marketplace via an agreement between you and the developer of the Third-Party App. For the avoidance of doubt, the Third-Party Apps are not part of the Clover Service provided by Processor pursuant to this Addendum and the Agreement. Third-Party Services are the services, products, promotions, or applications provided through a Third-Party App. For the avoidance of doubt, the Third-Party Services are not part of the Clover Service provided by Processor pursuant to this Addendum and the Agreement. Virtual Terminal is a web-based solution that allows merchants to process credit card transactions using their internet- connected computers. 2. License Grant. During the term of this Addendum, Processor grants you a limited, non-exclusive, revocable, non- transferable sublicense, without the right to further sublicense or assign in any way, to electronically access and use the Clover Service solely in the United States to manage your establishment and conduct associated point of sale activities within the United States in accordance with this Addendum. For purposes of this Addendum, “United States” does not include U.S. Territories or possessions. The Clover Service is for your internal business use only. This Addendum does not grant you any rights to the Clover Marks. All intellectual property and proprietary rights in or related to the Clover Service and the Clover Marks are and will remain the sole and exclusive property of Clover, us, or our respective vendors or licensors (as applicable), and any and all right, title and interest associated with the Clover Service not expressly granted in this Addendum are deemed withheld. 3. Restrictions. You may not, nor may you permit any Third-Party, to do any of the following: (a) access or attempt to access the Clover Service (or any part) that is not intended or made available for use as authorized hereunder; (b) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms of the Clover Service (or any part), except to the extent that such restriction is expressly prohibited by law; (c) modify, translate, or alter in any manner, the Clover Service (or any part) or the Clover Marks; (d) create derivative works of or based on the Clover Service (or any part) or the Clover Marks; (e) except for backup and archival purposes, directly or indirectly copy the Clover Service (or any part); (f) republish, upload, post, transmit, disclose, or distribute (in any format) the Clover Service (or any part) except as permitted herein; (g) access or use (in any format) the Clover Service (or any part) through any time-sharing service, service bureau, network, consortium, or other means; (h) rent, lease, sell, sublicense, assign, or otherwise transfer your license rights to any Third-Party, whether by operation of law or otherwise; (i) use or ship the Clover Service (or any part) outside of the United States, or access the Clover Service (or any part) from outside the United States, without in each case obtaining our advance written consent (which may be withheld for any lawful reason); (j) remove, relocate, or otherwise alter any proprietary rights notices from the Clover Service (or any part) or the Clover Marks; (k) perform or attempt to perform any actions that would interfere with the proper working of the Clover Service, prevent access to or use of the Clover Service by other users, or in our reasonable judgment impose an unreasonable or disproportionately large load on our infrastructure, network capability or bandwidth; or (l) use the Clover Service (or any part) except as permitted in Section 2. Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 Addendum to Agreement for Special Provisions Regarding Clover Service_Rev. (08/23) Page 4 of 7 4. Clover Service Limitations and Requirements. 4.1. Based on the equipment you select, the connectivity options are either wired (ethernet) or wireless (wifi or cellular) connection to the Internet. You are solely responsible for the payment of any fees that may be imposed by your Internet/data provider. Your use of the Clover Service may be subject to: (a) the terms of your agreements with your Internet/data provider; and (b) the availability or uptime of the services provided by your Internet/data provider. 4.2. You may use the Clover Service to conduct point of sale activities offline; transactions initiated offline will be queued and submitted for authorization when you restore your Internet connectivity to the Clover System. However, you assume all risk, responsibility and liability associated with any transaction that you choose to conduct while the Clover Service is used offline. 4.3. Maintenance on the Clover Service may be performed from time to time, which may result in service interruptions or delays, and the Clover Service may contain errors or “bugs” that may result in failure. Neither we nor Clover will be liable for any such interruptions, delays, errors, or bugs. You agree that we or Clover may contact you in order to assist you with the Clover Service and obtain information needed to identify and fix any errors or bugs. 4.4. You shall at all times comply with any operating procedures, requirements, or guidelines regarding your use of the Clover Service that are posted on the Clover website or otherwise provided or made available to you. 4.5. You are solely responsible for ensuring the accuracy of all information and data regarding your business that you provide to us or Clover in connection with the Clover Service (e.g., menus loaded onto the Device). In addition, you are solely responsible for verifying that all information and data loaded onto a Device by us or Clover at your request are accurate prior to your business use of such data or such Device. We and Clover disclaim any and all liability arising out of any inaccuracies with respect to such information or data. 4.6. You shall comply with the following requirements in connection with your use of the Clover Service: a) With respect to each Customer who requests the delivery of transaction receipts via text message or email, such Customer must enter his phone number or email address in the appropriate space displayed on the Device himself; you are not permitted to add or modify any Customer Information (including but not limited to phone number and email address) on behalf of a Customer. b) With respect to each Customer who desires to receive marketing material or other communications from you via text message or email, such Customer must check the appropriate consent check box displayed on the Device himself; you are not permitted to add or modify a Customer’s consent indication on his behalf. c) You (or your agents acting on your behalf) may only send marketing materials or other communications to the Customer’s provided phone number, street address, and/or email address if the Customer has specifically consented by checking (himself) the applicable box displayed on the Device. d) You are responsible to provide and obtain any disclosures and consents related to the E-SIGN Act that may be required in connection with your communications and agreements with your Customers. e) Notwithstanding the capability of the Clover Service to collect and store Customer information and to allow your Customers to elect to receive marketing materials from you, some states’ law may limit your use of such information, or your disclosure of such information to third parties, once collected, even if the Customer has provided their consent. You acknowledge and agree that (I) your use of Customer information obtained in connection with the Clover Service may be subject to local, state, and federal laws, rules, and regulations, (II) you are solely responsible for knowing such laws, rules, and regulations, (III) you will at all-time strictly comply with such laws, rules, and regulations, and (IV) upon request, you will furnish documentation sufficient for Processor to establish same in any audit or regulatory review. 5. Special Terms for Clover Flex and Clover Mini. If you use Clover Flex or Clover Mini to obtain Clover Software, then you can choose from one of up to five plans: • Clover Payments • Clover Essentials • Register • Counter Service Restaurant and • Table Service Restaurant Clover Software However, if you use Clover Station alone or with Clover Flex or Clover Mini Device, then all your devices must use the same software plan, either: • Register • Counter Service Restaurant or • Table Service Restaurant (Payments and Essentials are not available) Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 Addendum to Agreement for Special Provisions Regarding Clover Service_Rev. (08/23) Page 5 of 7 If you use Clover Go alone, then you can choose from two plans: • Payments or • Essentials If you use Clover Go as a companion application, then all feature functionality within that software plan may not apply to the companion application. All other terms in this Addendum apply to your use of the Clover Services using a Clover Flex or Clover Mini Device. 6. Fees. The fees that you agree to pay to Processor for the Clover Services are described in the fee schedules that accompany the Agreement, which does not include any fees in connection with the Application Marketplace, Third-Party Apps, Third-Party Services or Clover Software fees. Any fees that you may agree to pay Clover or any other Third-Party Services in connection with the Application Marketplace, Third-Party Apps, Clover Software, or any other Third-Party Services will be assessed and collected separately by Clover or the applicable Third-Party. Clover Devices require a Clover Software plan. Certain Clover accounts through Processor come pre-installed with Clover Payments, a basic payment-only software, which may include fees that are assessed monthly per account. You may choose a more advanced version of Clover software at an additional monthly fee per device and/or account, which will be assessed by Clover directly, and will not appear on your statement. Clover Station requires a more advanced Clover Software at an additional monthly fee per device, billed directly from Clover. Clover Station will not work with the Clover Payments or with Clover Essentials software alone. All fees are subject to change. Availability of certain software plans, applications, or functionality may vary based on your selected Clover equipment, software, or industry. Clover Accessories only work in certain software plans or may be subjected to additional monthly costs. Any fees collected separately by Clover or Third-Party Services are subject to change, as determined by Clover or Third-Party Services. With any of the Clover software plans, Virtual Terminal capabilities are available complimentary, and Processor will charge you the processing rates as Card-Not-Present transactions in your Agreement. You agree to pay all the Equipment Upgrades at the time you order new Clover Hardware, and fees will be based on then current rates applicable to the ordered Clover Hardware. 7. Compatibility. You acknowledge that the equipment and/or software you purchased from us or subsequently purchase from us will not be compatible with another processor’s systems. We do not have any obligation to make such software and/or equipment compatible with any other processing systems. If you elect to use another processing service provider upon the termination of this Agreement, you acknowledge that you will not be able to use the equipment and/or software rented or purchased under this Agreement. 8. Third-Party Apps and Third-Party Services. The Application Marketplace enables you to obtain Third-Party Services through Third-Party Apps. If you decide to download Third-Party Apps or use Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions that apply to each Third-Party App and each Third-Party Service (including obtaining and maintaining any required Third-Party hardware and/or software that is required for the Third- Party Services to work with the Clover Service). You understand that your access or use of Third-Party Apps or Third-Party Services is at your own risk. You expressly acknowledge and agree that Third-Party Apps and Third-Party Services are not governed by the terms and conditions of this Addendum or the Agreement. You will have no recourse against Processor, Clover, or Bank for such Third-Party Services or Third-Party Apps; your only recourse, if any, will be against the providers of the Third-Party Apps and Third-Party Services. Any content downloaded or otherwise obtained through the use of the Application Marketplace, Third-Party Apps, or Third-Party Services is downloaded at your own risk. Neither Processor, nor Clover, nor Bank will be responsible for any actions, or any failures to act, of any Third-Party with the respect to the Third- Party Apps, the Third-Party Service, or otherwise, and Processor, Clover and Bank expressly disclaim any liability related to all Third-Party Apps and Third-Party Services. Neither Processor, nor Clover, nor Bank warrants, endorses, guarantees, or assumes responsibility for any provide of a Third-Party App, a Third-Party Service, or any product that is advertised or offered by a Third-Party through the Clover Service, the Clover website, or the Application Marketplace (including any website or service that is hyper-linked or featured in any banner or other advertising), and neither Processor, nor Clover, nor Bank will be a party to or in any way monitor any transaction between you and providers of Third-Party Apps, Third- Party Services, or any product advertised or offered by a Third-Party. 9. Privacy and Data Use. All data collected from you at www.clover.com or in connection with your use of the Clover Service, including Customer Information and information about your business and employees used with or stored in or by the Clover Service (collectively, “Account Data”), is collected by Clover and not by Processor or Bank; therefore, the use and sharing of such Account Data is controlled by the Clover Privacy Policy (available at https://www.clover.com/privacy_policy). Please note that the Clover Privacy Policy is not the same as the Processor or Bank Privacy Policies, and you must review the Clover Privacy Policy to ensure it meets your needs and is consistent with the agreement you have with your Customers, as discussed in Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 Addendum to Agreement for Special Provisions Regarding Clover Service_Rev. (08/23) Page 6 of 7 greater detail in Section 9 below. You acknowledge and agree that we may access your Account Data upon our request to Clover, and our use of your Account Data is governed by the terms set forth in the Agreement. Certain data collected by Clover or us in connection with the Clover Service may be shared with third parties, and may be used by us, Clover, or third parties for purposes of providing additional products and services to you, other merchants, or other third parties. Account Data is separate from any data collected by third parties through Third-Party Apps or Third-Party Services; you will be able to review the Privacy Policies related to Third-Party Apps and Third-Party Services prior to using the Third-Party Apps and Third-Party Services. 10.Protecting Your Information. You are solely responsible for ensuring that your account numbers, passwords, security questions and answers, login details and any other security or access information used by you to use or access the Clover Service (collectively, “Security Information”) are kept safe and confidential, for preventing unauthorized access to and use of your Security Information, and for any liability arising from your failure to fulfill these responsibilities. You must also prevent unauthorized access to and use of any Account Data. You are responsible for all electronic communications sent to us or to Clover containing Account Data and for all users of the Service in association with your Account Data and Security Information. You agree to monitor your Account Data and Security Information, and actively remove any user profiles that are no longer active or authorized to access your Clover Service. When we receive communications containing Account Data, we assume you sent it to us, and when Clover receives communications containing Account Data, Clover assumes you sent it to them. Clover has the right to rely on usernames, password and other signor credentials, access controls for the Service or any software provided or approved by Clover to authenticate access to, and use of, the Service and any software. You must immediately notify us if you become aware of any loss, theft, or unauthorized use of any Account Data (see Clover Service support center contact, 800-451-5817). You should not send Account Data or other confidential information to us through unsecure channels outside of the Clover Service. We reserve the right to deny you access to the Clover Service, in whole or in part, if we believe that any loss, theft or unauthorized use of any Account Data or access information has occurred. 11.Clover Service Disclaimer. Use of the Clover Service and Clover Hardware is at your own risk. To the maximum extent permitted by applicable law, the Clover Service is provided “as is,” and neither Processor nor Clover makes any representations or warranties of any kind (express or implied) with regard to the Clover Service, including, without limitation, warranties of accuracy, merchant ability, fitness for a particular purpose or non-infringement, or that the Clover Service will function uninterrupted or error-free. 12.Your Responsibility. To the extent permitted by law, you agree to hold us harmless from and against all losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to: a)Your failure to comply with all terms and conditions in this Addendum; b)Your use, sharing or disclosure of any Customer Information obtained in connection with your use of the Clover Service in violation of this Addendum; c)The content or delivery of any marketing messages that you send or cause to be sent to any Customer phone number or email address collected through the use of the Clover Service; or d)Any other party’s access and/or use of the Clover Service with your unique username, password, or other appropriate security code. 13.Notices. We may provide notices and other information regarding the Clover Service to you via the method(s) described in the Agreement or in the E-Sign Consent Agreement set forth below. Your notices to us regarding the Clover Service shall be delivered via the method(s) described in the Agreement. 14.E-sign Consent Agreement for notification of disclosures related to the Clover Service and the Agreement. A.Consent By signing this Addendum, you consent and agree that: i.Processor can provide disclosures required by law and other information about your legal rights and duties to you electronically. ii.Where required or requested, your electronic signature (via “click-through” or other method) on agreements and documents relating to the Clover Service has the same effect as if you signed them in ink. iii.Processor can send all communications, billing statements, amendments to this Addendum, notices, and other disclosures or information regarding the Clover Service or your use of the Clover Service or in Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 Addendum to Agreement for Special Provisions Regarding Clover Service_Rev. (08/23) Page 7 of 7 connection with this Agreement, including but not limited to any Card Association notices (collectively defined as “Disclosures”) to you electronically (1) via e-mail, (2) by access to a web site that we designate in an e-mail notice we send to you at the time the information is available, or (3) to the extent permissible by law, by access to a website that we will generally designate in advance for such purpose. iv. If you want a paper copy, you can print a copy of the Disclosure or download the information for your records. v. This consent applies to all future Disclosures sent to you in connection with this Addendum, the Agreement, or your use of the Clover Service or the Services as defined in the Agreement. B. Legal Effect By consenting, you agree that electronic Disclosures have the same meaning and effect as if Processor provided paper Disclosures to you. When Processor sends you an email or other electronic notification alerting you that the Disclosure is available electronically and makes it available online, that shall have the same meaning and effect as if Processor provided a paper Disclosure to you, whether or not you choose to view or print or download the Disclosure. This service agreement has been executed by Processor (without wet signature). By signing below, you separately consent to the E-Sign Consent Agreement above, which you acknowledge is required for your acceptance of the Clover Service and Processor’s acceptance of this Addendum. PROCESSOR: Wells Fargo Merchant Services, L.L.C. IRS Legal Filing Name: Principal Name: Title: Signature: Date: Principal Name: Title: Signature: Date: Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 City of Denton 2/14/2025 Chief Financial Officer Jessica Williams 2/14/2025 Christina Dormady Buyer 225960127994 Equipment Description Quantity Finance Method Unit Price / Monthly Lease Subtotal Clover Payments and Clover Go Options: 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A Clover Station, Clover Mini, Clover Flex and Clover Compact Options: 0 N/A N/A N/A 1 Purchase $1,799.00 $1,799.00 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 2D Handheld Barcode Scanner 2D Hands-free Barcode Scanner 2 2D Hands-free Barcode Scanner Clover Compact A La Carte Options: Clover P500 Printer - Basic Clover P550 Printer - NFC Kitchen Receipt Printer Clover Flex 4th Gen Clover Flex 3rd Gen Clover Flex 2nd Gen WiFi Clover Flex 2nd Gen Clover Flex (V2) Clover Station Duo (formerly known as Clover Station Pro) Clover Station 2018 Clover Mini 3rd Gen Clover Mini 2 LTE & WiFi Clover Mini WiFi Clover Go 3rd Gen Reader Clover Go NFC Reader V2 Clover Station Solo Clover Station Duo 2nd Gen (formerly known as Clover Station Pro) Clover Station Duo WiFi (formerly known as Clover Station Pro) 215 EAST MCKINNEY STREET DENTON, TX 76201 Per your request, we are updating your account(s) to utilize Clover Services. In addition to the current fees for "Services" disclosed in your Wells Fargo Merchant Agreement ("Agreement"), the new fees listed below will be added to your Agreement. All one-time fees will be billed in the month after the service is activated. Corporate Account Number: Clover Payments Wells Fargo Merchant Services Clover® Services Pricing Addendum Denton Bld Inspections February 12, 2025 ©2024 Wells Fargo Merchant Services LLC. All rights reserved. WFMS Clover Services Pricing Addendum_Post 2_22_24 – Rev. November 21, 2024 Page 1 of 2 PID: 470961 Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A 0 N/A N/A N/A Merchant Signature: Date: Print Name: Clover solutions are made available through Wells Fargo Merchant Services, L.L.C. (WFMS). WFMS and Wells Fargo Bank, N.A. do not provide, and are not responsible for, third-party software or applications, including those offered by Clover. The Clover® name and logo are trademarks owned by Clover Network, Inc., an affiliate of First Data Merchant Services LLC, and registered or used in the U.S. and many foreign countries. The above described pricing constitutes an amendment to the Agreement and such pricing shall be effective as of the date of this Clover Services Pricing Addendum is signed by you below. If you have any questions about these fees, please contact your Wells Fargo relationship manager or merchant card representative. To the extent you are purchasing the Clover Services, the equipment and this Clover Services Pricing Addendum is subject to all of terms and conditions set forth in your Agreement with Wells Fargo Merchant Services. To the extent you have elected to lease the Clover Services, this Clover Services Pricing Addendum is also subject to the Equipment Lease Agreement between you and First Data Global Leasing. If this Clover Services Pricing Addendum is not signed, this Clover Services Pricing Addendum expires sixty (60) days from the date stated above. Any applicable fees or costs not specifically mentioned above remain the same and in full force and effect. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect; provided however, that if any term or condition of the Agreement conflicts with or is inconsistent with any term or condition of this Clover Services Pricing Addendum, the terms and conditions of this Clover Services Pricing Addendum shall govern, prevail, and control. All references to the Agreement shall include this Clover Services Pricing Addendum. By signing below, I acknowledge and agree to the addition of Clover Services processing capabilities to the Agreement. Clover Flex Travel Kit Clover Go 3rd Gen Dock Clover Compact Swivel Stand and Adapter Clover Compact Tether Cable Clover software plans may vary based on the Clover solution you select and will be billed directly by Clover. Clover accounts can only have one software plan for all devices on the account. Additional hardware or accessories may require additional fees. Clover software, applications, and other third-party applications that may be available through Clover or the Clover App Market are subject to the terms and conditions of the developer and may include additional fees. All fees are subject to change. Account owners can refer to the Clover Dashboard for the latest Clover pricing. Logic Controls KB9000 Bump Bar USB Clover Mini 3rd Gen Swivel Stand Swivel Stand for Clover Mini Star Thermal Kit Printer Epson Label Printer Kitchen Printer - Asian Char Clover 24” Kitchen Display System (KDS) Clover 14" Kitchen Display System (KDS) Clover 14" KDS Slim Stand Clover 14" KDS Wall Mount Clover Cash Drawer Clover Weight Scale ©2024 Wells Fargo Merchant Services LLC. All rights reserved. WFMS Clover Services Pricing Addendum_Post 2_22_24 – Rev. November 21, 2024 Page 2 of 2 PID: 470961 Docusign Envelope ID: A2E50E05-806D-464D-88FD-5687BDDCF072 2/14/2025 Christina Dormady Certificate Of Completion Envelope Id: A2E50E05-806D-464D-88FD-5687BDDCF072 Status: Completed Subject: ***Purchasing Approval***8601 - Merchant Services Card Processing - Informal Amendment 1 Source Envelope: Document Pages: 11 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 2 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 2/12/2025 11:18:07 AM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 2/12/2025 11:23:53 AM Viewed: 2/12/2025 11:24:01 AM Signed: 2/12/2025 11:24:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/12/2025 11:24:55 AM Viewed: 2/12/2025 11:35:06 AM Signed: 2/12/2025 11:35:18 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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: 198.49.140.10 Sent: 2/12/2025 11:24:55 AM Viewed: 2/12/2025 11:26:03 AM Signed: 2/12/2025 1:12:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Paul B. Coufal Paul.B.Coufal@wellsfargo.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 159.45.22.30 Sent: 2/12/2025 1:12:23 PM Viewed: 2/14/2025 11:26:55 AM Signed: 2/14/2025 11:27:07 AM Electronic Record and Signature Disclosure: Accepted: 2/14/2025 11:26:55 AM ID: 83769767-d350-46df-965a-c0315ad509c1 Signer Events Signature Timestamp Jessica Williams jessica.jwilliams@cityofdenton.com Chief Financial Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.28.97.24 Signed using mobile Sent: 2/14/2025 11:27:09 AM Viewed: 2/14/2025 11:48:05 AM Signed: 2/14/2025 11:49:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 2/14/2025 11:49:51 AM Viewed: 2/14/2025 11:56:19 AM Signed: 2/14/2025 11:56:29 AM 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 2/14/2025 11:56:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Amanda Wells amanda.wells@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 2/14/2025 11:56:32 AM Viewed: 2/14/2025 12:17:23 PM Electronic Record and Signature Disclosure: Accepted: 2/13/2025 3:38:23 PM ID: c682bf40-69c8-4de9-b4da-1cecfb15d057 Randee Klingele Randee.klingele@cityofdenton.com Treasury Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 2/14/2025 11:56:33 AM Viewed: 2/14/2025 12:01:38 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 2/12/2025 11:23:53 AM Envelope Updated Security Checked 2/13/2025 10:14:18 AM Envelope Updated Security Checked 2/13/2025 10:14:18 AM Certified Delivered Security Checked 2/14/2025 11:56:19 AM Signing Complete Security Checked 2/14/2025 11:56:29 AM Completed Security Checked 2/14/2025 11:56:33 AM 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Paul B. Coufal, Amanda Wells How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.