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HomeMy WebLinkAbout8601 - Informal Amendment 2 Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 76C06CB7-4A45-8DF2-8395-52909790FE98 Christina Dormady 8601 Merchant Services Card Processing - Amendment 2 Procurement 901 B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Inclusion  Collaboration  Quality Service  Strategic Focus  Fiscal Responsibility June 24, 2026 Paul Coufal Wells Fargo Merchant Services, L.L.C. 1200 Montego Way Walnut Creek, CA 94598 Re: File # 8601 – Merchant Services Card Processing, Amendment 2 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: 76C06CB7-4A45-8DF2-8395-52909790FE98 © 2025 Wells Fargo Bank, N.A. WFMP-3150_TermAmendment (09/25) Page 1 of 2 AMENDMENT TO CONTRACT #8601 This Amendment (the “Amendment”) to the Contract #8601, which includes the Merchant Services Terms & Conditions WFB0920C, and Exhibit D-3 Service Fee Addendum, each as amended from time to time (collectively, the “Agreement”) is entered into on the last date signed below (the “Effective Date”) between WELLS FARGO BANK, N.A., at 1655 Grant Street Floor 5 Concord, CA. 94520 (”Supplier;”), and City of Denton, Texas, with offices located at 901-B Texas St. Denton, TX 76209 (hereinafter referred to as “City”). WITNESSETH: WHEREAS, Supplier and City wish to amend the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the covenants, promises, obligations, and conditions set forth below and in the Agreement, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, agree as follows: 1. Section 3.2 of Exhibit D-3 (Service Fee Addendum to Merchant Services Agreement) of the Agreement is hereby deleted in its entirety and replaced with: “3.2 The Service Fees outlined in Schedule A, are based upon assumptions associated with the anticipated annual volume by card types, average transaction size, Client’s method of doing business and the Payment Network fees and other pass-through type fees as of the Effective Date of this Addendum. If the actual volume by card types or the actual transaction size is not as expected or if Client significantly alters its method of doing business, subject to Client’s right to terminate as described in Section 9.2, Wells Fargo may adjust the Service Fees upon 60 days’ prior notice to Client.” 2. Section 3.3 of Exhibit D-3 (Service Fee Addendum to Merchant Services Agreement) of the Agreement is hereby deleted in its entirety and replaced with: “3.3 The Service Fees may also be adjusted upon 60 days’ prior notice to Client to reflect changes in fees imposed by the Payment Network, the Card Issuer, or other pass-through costs.” 3. Section 9.1 of Exhibit D-3 (Service Fee Addendum to Merchant Services Agreement) of the Agreement is hereby deleted in its entirety and replaced with: “9.1 Wells Fargo may terminate this Addendum and the Service Fee Services immediately upon (i) termination of the Agreement, (ii) a material breach of this Addendum, (iii) failure to comply with Sections 3 and 4 of this Addendum or (iv) where such termination is required by an applicable Payment Network. In addition, Wells Fargo may terminate this addendum and the Client Service Fee Services for its convenience with 60 days’ written notice.” 4. Section 9.2 of Exhibit D-3 (Service Fee Addendum to Merchant Services Agreement) of the Agreement is hereby deleted in its entirety and replaced with: Docusign Envelope ID: 76C06CB7-4A45-8DF2-8395-52909790FE98 Attachment A WFMP-3150_Term Amendment (09/25) Page 2 of 2 “9.2 Client may, by providing at least 60 days’ prior written notice, terminate this Addendum without penalty in the event Wells Fargo provides Client with a notice of any new or increases in the existing Service Fees as proved in Section 3.2.” This Amendment may be executed and delivered by facsimile and/or in the form of an Electronic Record and the parties agree that such facsimile or Electronic Record execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile or Electronic Record signatures as evidence of the execution and delivery of this Amendment by all parties to the same extent that an original signature could be used. Except as set forth herein, the 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 Amendment, the terms and conditions of this Amendment shall govern, prevail, and control. All references to the Agreement shall include this Amendment. All capitalized terms used herein, but not defined, shall have the meaning ascribed to them in the Agreement. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the date below. City of Denton, Texas By: Title: Print Name: Date: Docusign Envelope ID: 76C06CB7-4A45-8DF2-8395-52909790FE98 Buyer 7/8/2026 Christina Dormady WFMP-0107 © Service Fees Addendum Rev (11/25) Page 1 of 3 @2025 Wells Fargo Bank, N.A. Service Fee Addendum To Merchant Services Agreement This addendum (the “Addendum”) to the Merchant Services Agreement, which includes the Merchant Processing Application, the Merchant Services Terms and Conditions (“Terms and Conditions”), and the schedules and documents incorporated therein, each as amended from time to time (together “Merchant Agreement”) between Wells Fargo Bank, N.A., at Box 6079, Concord, CA 94524 (“Wells Fargo”), and City of Denton (“Client”). W I T N E S S E T H: WHEREAS, Client, as a merchant accepting certain electronic payments, would like to receive the Service Fee Services (as described below) from Wells Fargo; and WHEREAS, Wells Fargo desires to provide the Service Fee Services subject to the certain terms and conditions set forth herein; NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained in this Addendum, the parties hereby agree as follows: 1. Definitions. All capitalized terms not otherwise defined in this Addendum shall have the meaning ascribed to such term in the Agreement. 2. Service Fee. As such term is used herein, Service Fee shall mean the fee charged by Wells Fargo, on behalf of Client, to Customers conducting Eligible Transactions (as described herein, as applicable) with Client and operating in certain designated merchant category codes (“MCCs”). For the avoidance of doubt, fees referred to as a “service fee” or “convenience fee” (in the context of the MCCs described herein) as used in the applicable Payment Network Rules, where the fee is processed as a separate Transaction from the underlying purchase or payment Transaction, are included within the definition of, and are referred to herein, as a “Service Fee.” 3. Service Fee Services. 3.1 If Client uses a platform/gateway provided by Wells Fargo under a separate agreement to accept cardholder payments, Wells Fargo agrees to charge Service Fees as outlined in the Schedule A, Cardholder Service Fee Schedule, attached to this Addendum, on behalf of Client to Client Customers for Eligible Transactions (the “Service Fee Services”), in each case provided that Client is in compliance with the Payment Network Rules and any applicable laws, including the Electronic Fund Transfer Act and Regulation E. If Client uses a platform/gateway not provided by Wells Fargo to accept cardholder payments, Client is responsible for calculating and submitting Service Fees amount (as outlined in the Schedule A) to Client Customers for Eligible Transactions. Client will be provided with a Wells Fargo owned merchant identification number (“MID”) to be used for Service Fee processing. Client may only use the Wells Fargo owned MID for cardholder transactions related to the Service Fee Services. 3.2 The Service Fees outlined in Schedule A, are based upon assumptions associated with the anticipated annual volume by card types, average transaction size, Client’s method of doing business and the Payment Network fees and other pass-through type fees as of the Effective Date of this Addendum. If the actual volume by card types or the actual transaction Docusign Envelope ID: 76C06CB7-4A45-8DF2-8395-52909790FE98 Footnote 1. Wells Fargo is limited to 9 characters for CLIENT NAME and may abbreviate or truncate. WFMP-0107 Service Fees Addendum Rev (11/25) Page 2 of 3 size is not as expected or if Client significantly alters its method of doing business, subject to Client’s right to terminate as described in Section 9.2, Wells Fargo may adjust the Service Fees upon 30 days’ prior notice to Client. 3.3 The Service Fees may also be adjusted upon 30 days’ prior notice to Client to reflect changes in fees imposed by the Payment Network, the Card Issuer, or other pass-through costs. 3.4 Additionally, Wells Fargo may immediately terminate the Services and the Service Fee Services if Client’s Chargeback rates in any monthly period equal or exceed one percent (1%) of the total dollar value of incoming items to Wells Fargo. Pursuant to this Addendum, Wells Fargo will receive and retain the Service Fee collected, on behalf of Client, in connection with Eligible Transactions and will use the Service Fee to pay regular per transaction fees and fees and/or costs for the Processing Services provided by Wells Fargo with respect to such Transactions among other expenses. 4. Eligible Transactions. The parties agree that the Service Fee shall only apply in connection with the following “Eligible Transactions” as defined by the assigned Merchant Category Code (MCC). [4900 —Utilities – Electric, Gas, Water, and Sanitary] [8211—Elementary and Secondary Schools] [8220—Colleges, Universities, Professional Schools, and Junior Colleges] [8244—Business and Secretarial Schools] [8249—Vocational and Trade Schools] [9211—Court Costs, Including Alimony and Child Support - Courts of Law] [9222—Fines - Government Administrative Entities] [9311—Tax Payments - Government Agencies] [9399—Misc. Government Services] Requires Approval prior to Implementation. [6513—(Apartment Rental Services)- AMEX Only] [8050—(Long Term Care) – Mastercard/VISA/Discover] Some Acquirers classify LTC (Nursing Homes) under Apartment Rental Services. WFMS requires the MCC of 8050 on Visa, Mastercard and Discover even if AMEX is registered as 6513. 5. Required Documentation. Client must provide Wells Fargo with the necessary documentation to facilitate Wells Fargo’s registration of Client in the service fee programs of the applicable Payment Networks. In addition, and subject to Wells Fargo’s approval (such approval not to be unreasonably withheld), Client agrees to provide full and accurate disclosure of the Service Fee to Cardholders (the “Fee Disclosure”). Without limiting the foregoing, the Fee Disclosure by Client shall at a minimum (i) disclose the Service Fee to the Cardholder prior to the completion of the Transaction, (ii) disclose that the Service Fee will be collected by a third party (iii) give the Cardholder the option to cancel the Transaction if the Cardholder does not wish to pay the Service Fee, (iv) comply with all applicable law, rules and/or regulations, and (v) the service fee MID will (a) be registered as “WF4_CLIENT NAME*SERVICE FEE” 1, (b) comply with Payment Network Rules for character length and naming convention, and (c) be used as the descriptor on the cardholder statement and include the Client customer support phone number for inquiries related to the principal and service fee transaction. Any changes to the Fee Disclosure or other processes of Client pertaining to Service Fees shall be subject to the approval of Wells Fargo, provided that such approval shall not be withheld or delayed. Client assumes all responsibility for the Fee Disclosure. 6. Application. The Service Fee shall apply in the same amount regardless of the Credit Card or signature Debit Card type accepted for payment of a given Eligible Transaction within a particular payment channel. This requirement does not apply to payments made by ACH, cash, or check. The Service Fee must not be advertised or otherwise communicated by Client as an offset to the merchant discount rate. 7. Voided Transactions. If Client voids an underlying Eligible Transaction, the associated Service Fee must be voided as well. If Client processes a refund for an underlying Eligible Transaction, Client must disclose to Customers that Service Fees are non- refundable. Merchants that desire to charge Service Fees will be assigned separate Merchant IDs (”MIDs”) for use in connection with Eligible Transactions and related Service Fees. MIDs assigned for use with Eligible Transactions and/or Service Fees may not be used to Docusign Envelope ID: 76C06CB7-4A45-8DF2-8395-52909790FE98 WFMP-0107 Service Fees Addendum Rev (11/25) Page 3 of 3 process Transactions that are not Eligible Transactions. 8. Customer Support and Transaction Management. The Client will provide customer phone support for all inquiries related to the Eligible Transaction and the Service Fee transaction. Chargeback management and defense shall be facilitated and managed by the Client including for the service fee account. Notwithstanding the foregoing, however, Client shall cooperate with Wells Fargo in the management of Chargebacks, and for any other necessary management of Service Fee transactions as requested by Wells Fargo. Such cooperation shall include, without limitation, providing supporting documentation related to Eligible Transactions and/or Service Fee transactions. 9. Termination. 9.1 Wells Fargo may terminate this Addendum and the Service Fee Services immediately upon (i) termination of the Agreement, (ii) a material breach of this Addendum, (iii) failure to comply with Sections 3 and 4 of this Addendum or (iv) where such termination is required by an applicable Payment Network. In addition, Wells Fargo may terminate this addendum and the Client Service Fee Services for its convenience with 30 days written notice. 9.2 Client may, by providing at least 30 days prior written notice, terminate this Addendum without penalty in the event Wells Fargo provides Client with a notice of any new or increases in the existing Service Fees as proved in Section 3.2. 9.3 Upon termination of this Addendum, Client agrees to pay any remaining fees or expenses related to Wells Fargo’s provision of the Service Fee Services. 10. Client Representations and Warranties. Client represents and warrants that under Texas law, Bank is permitted to collect a Service Fee for Eligible Transactions on behalf of Client as set forth in this Addendum during the term of this Addendum. Client further represents that under Texas law the Service Fee under this Addendum may be applied to any type of Card transaction, including without limitation Credit Card and Debit Card transactions at all times during the term of this Addendum. 11. Except as otherwise amended hereby, all other terms and conditions in the Agreement remain unchanged, are hereby ratified and shall apply in all respects to the parties and shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Addendum as of the ______ day of _______ 202_ (“Effective Date”). City of Denton By: _________________________________ Title:________________________________ Print Name:__________________________ Date:________________________________ Docusign Envelope ID: 76C06CB7-4A45-8DF2-8395-52909790FE98 July8 Christina Dormady 6 Buyer 7/8/2026 Certificate Of Completion Envelope Id: 76C06CB7-4A45-8DF2-8395-52909790FE98 Status: Completed Subject: ***Purchasing Approval*** 8601 Merchant Services Card Processing - Amendment Source Envelope: Document Pages: 7 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 3 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: 198.49.140.10 Record Tracking Status: Original 6/24/2026 3:10:10 PM 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: 198.49.140.10 Sent: 6/24/2026 3:57:18 PM Viewed: 6/24/2026 3:57:27 PM Signed: 6/24/2026 3:57:44 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Christa Christian Christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 6/24/2026 3:57:45 PM Viewed: 6/25/2026 8:13:00 AM Signed: 6/25/2026 8:13:41 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Leah Bush leah.bush@cityofdenton.com Assistant City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/25/2026 8:13:43 AM Viewed: 6/25/2026 9:34:18 AM Signed: 6/25/2026 10:04:18 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Paul B. Coufal Paul.B.Coufal@wellsfargo.com V.P. Senior Merchant Services Account Management Leader Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.247.42.45 Sent: 6/25/2026 10:04:20 AM Resent: 7/2/2026 9:11:55 AM Viewed: 7/2/2026 11:21:55 AM Signed: 7/2/2026 11:31:12 AM Electronic Record and Signature Disclosure: Accepted: 7/2/2026 11:21:55 AM ID: 9ada65ec-b5ca-45fe-b7d9-c6883d38bc39 Signer Events Signature Timestamp Matt Hamilton matthew.hamilton@cityofdenton.com Chief Financial Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 164.86.9.35 Sent: 7/2/2026 11:31:13 AM Viewed: 7/7/2026 10:03:22 PM Signed: 7/7/2026 10:09:13 PM 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: 198.49.140.10 Sent: 7/7/2026 10:09:15 PM Viewed: 7/8/2026 7:59:39 AM Signed: 7/8/2026 8:00:19 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: 7/8/2026 8:00:21 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Randee Klingele Randee.klingele@cityofdenton.com Treasury Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 7/8/2026 8:00:22 AM 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 6/24/2026 3:57:18 PM Certified Delivered Security Checked 7/8/2026 7:59:39 AM Signing Complete Security Checked 7/8/2026 8:00:19 AM Completed Security Checked 7/8/2026 8:00:22 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. 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