7436 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Merchant Service
7436
Erica Garcia
RFP
No
DECEMBER 14, 2026
DECEMBER 14, 2021
21-2689
Document Number: 21897286
Contract # 7436
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS, WELLS FARGO MERCHANT SERVICES, LLC
(CONTRACT 7436)
THIS CONTRACT is made and entered into this date December___, 2021, by and
between WELLS FARGO BANK, N.A. (Bank) and WELLS FARGO MERCHANT SERVICES,
LLC (Processor) a corporation, whose address is 1445 Ross Ave, Suite 2314, Dallas, TX 75202,
hereinafter Bank and Processor collectively referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services described in the City’s document RFP
7436 – Merchant Services, a copy of which is on file at the office of Purchasing Agent and Bank’s
response to the RFP, hereinafter referred to as the “Application”, are incorporated herein for all
purposes. The Contract consists of this written agreement and the following items which are
attached hereto and incorporated herein by reference:
(a)Amendment to Wells Fargo Merchant Services Terms and Conditions (Exhibit
“A”);
(b)City of Denton’s RFP 7435 (except to the extent Contractor took specific exceptions
in the Contractor’s Proposal) (Exhibit “B” on File at the Office of the
Purchasing Agent);
(c)City of Denton’s Standard Terms and Conditions (Exhibit “C”)
(d)Contractor’s service agreements, policies and documents as may be required and
approved by the parties (collectively, the “Contractor Agreements”) (Exhibit “D”
which currently includes items 1-4 below):
1.Wells Fargo Merchant Services Terms & Conditions WFB 0920C
(“Terms and Conditions”);
2.Updated Wells Fargo Merchant Services Pricing Terms Schedule
(Pricing Terms);
3.Service Fee Addendum; and
4.Wells Fargo Payment Gateway Pricing;
(e)Contractor’s Proposal (Exhibit "E");
(f)Insurance Requirements (Exhibit “F”);
(g)Certificate of Interested Parties Electronic Filing (Exhibit "G"); and
(h)Form CIQ – Conflict of Interest Questionnaire (Exhibit "H");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
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Document Number: 21897286
Contract # 7436
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to this written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Contractor certifies that Contractor’s signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements
under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with listed
companies that do business with Iran, Sudan, or a foreign terrorist organization. Except as
permitted under federal law, by signing this agreement, Contractor certifies that Contractor’s
signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is
not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
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Mack Reinwand, City Attorney
Director of Finance
Finance
Cassandra Ogden
Document Number: 21897286
Contract # 7436
Exhibit A
Amendment to Wells Fargo Merchant Services Terms and Conditions
1.Total Contract Amount
The contract total for services (excluding pass-through fees, Card Organization Fines, interchange,
assessments, and equipment purchases) shall not exceed $5,000,000.00. Notwithstanding anything
to the contrary in this Section 1, you acknowledge and agree that nothing in this Section 1 is
intended to limit your obligation to pay or reimburse us for chargebacks, refunds or Card
Organization Fines, fees or assessments or other amounts, whether or not such pass-through type
fees exceed $5,000,000.00. Pricing Term Schedule shall be per Exhibit E attached.
2.Settlement of Card Transactions
Section 4.2 is amended by adding the following at the end of the Section: “Alternatively, we may
elect to invoice you for any such amounts, net due 30 days after the invoice date or on such earlier
date as may be mutually agreed upon by the parties.”
3.Contract Terms
Section 14.2 shall be deleted in its entirety and replaced as follows: “The initial contract term will
be five (5) years, effective from date you submit your first transaction to us. After the initial term,
the Agreement may be further extended as needed, not to exceed a total of six (6) months. Any
such extension shall be reviewed by Contractor in writing and signed by both parties to this
Agreement.
4.Reserve Account; Security Interest
Section 15.1 shall be deleted in its entirety and replaced as follows: “As of the Effective Date of
this Agreement an initial Reserve Account is not required. You authorize us to establish a Reserve
Account, at our discretion, in an amount to cover our projected need for protection. The purpose
of the Reserve is to protect us against the risk of existing or anticipated losses associated with any
and all transactions and Card Organization fines/fees (e.g., fines, fees, assessments, interchange,
etc.) or other obligations under this Agreement. If we reasonably determine that it is necessary to
establish or change the amount required to be held in the Reserve Account during the Term of this
Agreement, we will make such request to you in writing and provide an explanation that the
requested Reserve Account amount shall be determined in our sole discretion but will generally
be based on: (1) your Chargebacks history up to 9 months; (2) credits/adjustments history; (3) the
value of any goods and/or services billed in advance of fulfillment; (4) the amount of any fees or
discount due us under this Agreement; (5) the amount of any current or anticipated Card
Organization Fines; and (6) our reasonably anticipated risk exposure under the Agreement. The
calculation for the credits and Chargeback portion of the Reserve Account will be based upon your
average monthly Chargebacks and credits history. When possible and at our discretion, we shall
review the Reserve Account calculation on a periodic basis, and increase or decrease the Reserve
Account amount, as applicable.”
5.Indemnification
Section 17.1 shall be deleted in its entirety and replaced as follows: “As authorized by the
Constitution and laws of the State of Texas, including but not limited to Article 3 Section 52 and
Article 11 Section 7 of the Texas Constitution, you represent that you cannot enter into a contract
whereby it agrees to indemnity or hold harmless any other party; therefore, all references of any
kind to indemnifying, holding or saving harmless for any reason whatsoever is of no effect.
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Notwithstanding anything to the contrary in this Section 17.1, you acknowledge and agree that
nothing in this Section 17.1 is intended to limit your obligation to pay or reimburse us for
chargebacks, refunds or Card Organization Fines, fees or assessments or other amounts.
6.Choice of Law and Governing Law:
Section 22.1 shall be deleted in its entirety and replaced as follows: Our Agreement shall be
governed by: (a) U.S. federal law and (b) the laws of the State of Texas.
7.Jurisdiction and Venue:
Section 22.2 shall be deleted in its entity and replaced as follows: The exclusive venue for any
actions or Claims arising under or related to this Agreement will be in the appropriate state or
federal courts located in Denton County, Texas. The foregoing, however, shall not be construed or
interpreted to limit or restrict the right or ability of a party to seek and secure injunctive relief from
any competent authority as contemplated herein.
8.Confidentiality:
Section 11 is amended by adding a new section 11.9 as follows: In order to provide the Services
to the you, we may require access to certain of your and/or your licensors’ confidential information
(including inventions, employee information, trade secrets, confidential know-how, confidential
business information, and other information which the City or its licensors consider confidential)
(collectively, “Your Confidential Information”). We acknowledge and agree that the Your
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of Your Confidential Information will
substantially injure the City and/or its licensors. We (including its employees, subcontractors,
agents, or representatives) agree that we will maintain the Your Confidential Information in strict
confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use Your
Confidential Information without your prior written consent in a manner not expressly permitted
under this Agreement, as required to provide the Services or by the Card Organizations, unless the
Confidential Information is required to be disclosed by law or an order of any court or other
governmental authority with proper jurisdiction, provided the we promptly notifies the you (to the
extent allowed by such authority) before disclosing such information so as to permit the you
reasonable time to seek an appropriate protective order. We agree to use protective measures no
less stringent than we use within its own business to protect our own most valuable information,
which protective measures shall under all circumstances be at least reasonable measures to help
ensure the continued confidentiality of Your Confidential Information.
9.Section 4.2 shall be deleted in its entirety and replaced as follows:
“4.2 All fees for Services will be invoiced to you net 30 in accordance with your Pricing Terms
Schedule or subsequent communications. All settlements for Card transactions will be net of any
credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other
amounts due from you. We may set off from any payments otherwise due, any amounts owed to
any of our Affiliates, whether or not arising out of or related to this Agreement.”
10.Section 5 Exclusivity, shall be deleted in its entirety.
11.The second sentence of Section 6.2 shall be amended to read:
“If the actual volume or average transaction size are not as expected or if you significantly alter
your method of doing business, we may adjust your fees for Services upon thirty (30) days’ prior
written notice.”
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Contract # 7436
12.Section 9.1 Representations and Warranties, Disclaimer, shall be amended by adding the
following at the beginning of the Section:
“9.1 Subject to Texas law and without waiving any applicable immunity”
13.Section 11.4 Confidentiality, shall be deleted in its entirety and replaced with the following
“Subject to applicable records retention policies and the laws of the State of Texas, upon our
request, you will return to us, or at our direction, destroy all our confidential information in your
possession or control. You recognize that we must follow its record retention policy and regulatory
obligations”
14.Section 11 Confidentiality, shall be amended by adding a new Section 11.9 and 11.10 as
follows:
“Section 11.9 Notwithstanding the above, we understand that you may be required to release
certain information provided under this Agreement, in accordance with the Texas Public
Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If
requested in writing, and to the extent not exempt from disclosure under the Texas Public
Information Act, we shall make public information related to this Agreement available to you, and
any portions of records claimed by the us to be proprietary must be clearly marked as such.”
15.Section 12 Use of Cardholder Data and Card Organization Information Restrictions, the
following will be added after Section 12.3:
“Section 12.4 Notwithstanding the above, we understand that you may be required to release
certain information provided under this Agreement, in accordance with the Texas Public
Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If
requested in writing, and to the extent not exempt from disclosure under the Texas Public
Information Act, we shall make public information related to this Agreement, available to you,
and any portions of records claimed by the us to be proprietary must be clearly marked as such.”
16.The last sentence in Section 13.1 Assignments, shall be deleted in its entirety and replaced as
follows:
“You will be responsible for paying or reimbursing us for all: Chargebacks, expenses, costs, our
fees and Card Organization Fines arising from such transferee’s or assignee’s Submission of Card
transactions to us.”
17.Section 13.3 Assignments, shall be amended as follows:
“…, to any third party, without your consent or prior written notice; however, we will provide
notice as soon as reasonably practicable after any such assignment or transfer.”
18.Sections 14.3 and 14.11 shall be amended to require sixty (60) days written notice to City.
19.Section 14 shall be amended by adding a new Section 14.13 as follows:
“14.13 We acknowledges and agrees that the awarding or continuation of this Agreement is
dependent upon the availability of funding. The absence of appropriated or other lawfully available
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funds shall render the Agreement terminated. You agree to provide us with written notice of such
termination or unavailability of fund. You acknowledge and agree that we shall have no obligation
to continue to provide the Services if funds are not provided. Notwithstanding anything to the
contrary in this Section 14.13, you acknowledge and agree that nothing in this Section 14.13 is
intended to limit your obligation to pay or reimburse us for chargebacks, refunds or Card
Organization Fines, fees or assessments or other amounts.”
20.Section 14.9 shall be amended to remove the following:
“You agree to waive and hold us harmless from and against all Claims which you may have as a
result of such reporting.”
21.Section 17.1 Indemnification, shall be deleted in its entirety and replaced as follows:
“As authorized by the Constitution and laws of the State of Texas, including but not limited to
Article 3 Section 52 and Article 11 Section 7 of the Texas Constitution, you represent that you
cannot enter into a contract whereby it agrees to indemnity or hold harmless any other party;
therefore, all references of any kind to indemnifying, holding or saving harmless for any reason
whatsoever is of no effect. Notwithstanding anything to the contrary in this Section 17.1, you
acknowledge and agree that nothing in this Section 17.1 is intended to limit your obligation to pay
or reimburse us for chargebacks, refunds or Card Organization Fines, fees or assessments or other
amounts.”
22.Our Agreement shall be governed by: (a) U.S. federal law and (b) the laws of the State of
Texas.
23.Section 22.2 Venue, shall be deleted in its entirety and replaced as follows:
“The exclusive venue for any actions or Claims arising under or related to this Agreement will be
in the appropriate state or federal courts located in Denton County, Texas. The foregoing, however,
shall not be construed or interpreted to limit or restrict the right or ability of a party to seek and
secure injunctive relief from any competent authority as contemplated herein.”
24.Section 22.4 Statute of Limitations, shall be deleted in its entirety.
25.Section 22.6 Force Majeure, shall be amended to insert the following at the end of the Section:
“We will promptly notify Denton Procurement Manager by telephone (to be confirmed in writing
within five (5) calendar days of the inception of such occurrence) and describe at a reasonable
level of detail the circumstances causing the non-performance or delay in performance.”
26.Section 22.17 Electronic Notices, shall be amended to by adding a new subsection (c), as
follows:
“22.17(c) All electronic notices shall be sent to treasury@cityofdenton.com.”
27.Debit Services Schedule, Section 2, shall be deleted in its entirety and replaced with the
following:
“All fees and settlements for your Debit Card transactions will be invoiced to the City net 30 in
accordance with your Pricing Terms Schedule or subsequent communications.”
28.The Electronic Benefits Transfer Services Schedule shall be deleted in its entirety.
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29.The Equipment Purchase Services Schedule, Section 2.2, shall be amended to provide the
following:
“We acknowledge that we have received the most recent copy of your tax-exemption certificate
and that you are a tax-exempt entity and fees for the Equipment Purchase Service shall not include
Federal excise taxes, State taxes, or city sales taxes, or any similar taxes. You agree to furnish a
tax exemption certificate upon request.”
30.Exhibit D(2) Updated Pricing Terms, Page One shall be amended to remove both references
to Electronic Benefits Transfer (EBT).
31.Service Fee Addendum to Wells Fargo Merchant Services Agreement shall be amended as
follows:
a.Section 3.2 shall be amended to read:
“Wells Fargo may adjust the Service Fee upon sixty (60) days written notice to you.”
b.Section 3.3 shall be amended to read:
“The Service Fees may also be adjusted upon sixty (60) days written notice to you.”
c.Section 4 shall be replaced in its entirety with:
“Eligible Transactions. The parties agree that the Service Fee shall only apply in connection with
an “Eligible Transaction” as defined by the assigned Merchant Category Cod (MCC). At time of
signing, no Eligible Transactions have been selected.
a.Section 9.1 shall be amended to read: “Wells Fargo may terminate this Addendum and the
Client Service Fee Services for its convenience with sixty (60) days written notice to
Customer.”
b.Section 10 shall be deleted in its entirety and replaced with:
“10. Client Representations and Warranties. Subject to the laws of the State of Texas and
without waiving any applicable immunity, 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. Subject to Texas law and
without waiving any applicable immunity, 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.”
32.Special Provisions Regarding Clover Service is intentionally removed in its entirety.
TeleCheck Verification and Warranty is intentionally removed in its entirety.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1.CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2.EFFECTIVE DATE/TERM. See Section 14.2 of the Terms and Conditions.
3.WORKFORCE. –Intentionally omitted.
4.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS. –Intentionally omitted.
5.TRAVEL EXPENSES–Intentionally omitted.
6.RIGHT TO AUDIT. Upon reasonable advance written notice, Contractor will permit you to
inspect Contractor’s business books and records for the limited purpose of verifying compliance
with the financial and record-keeping requirements of this Agreement. Notwithstanding the
foregoing, nothing in this Agreement authorizes you to have any on-site access to any of our secure
data, computer systems, network architecture, information security systems and procedures or
secure facilities. .
7.SUBCONTRACTORS–Intentionally omitted.
8.WARRANTY-PRICE–Intentionally omitted.
9.WARRANTY – SERVICES–Intentionally omitted.
10.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
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fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
11.CITY’S TERMINATION RIGHT - FOR CAUSE: In the event of a default by the
Contractor, the City shall have the right to terminate the Contract for cause, by written notice
effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless
the Contractor, within such thirty (30) day period, cures such default, or provides evidence
sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In
the event of termination for cause under this Section 11, the City may remove the Contractor from
City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified
for up to three (3) years.
12.CITY’S TERMINATION RIGHT - WITHOUT CAUSE: The City shall have the right to
terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’
prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease
all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise
legally available for such purposes, for all goods delivered and services performed and obligations
incurred prior to the date of termination in accordance with the terms hereof. Notwithstanding
anything to the contrary in this Section 12, the City acknowledge and agree that nothing in this
Section 12 is intended to limit the City’s obligation to pay or reimburse Contractor for
chargebacks, refunds or Card Organization Fines (as defined in the Terms and Conditions), fees
or assessments or other amounts.
13.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
14.DELAYS–Intentionally omitted
15.INDEMNITY–Intentionally omitted
16.REUMBURSEMENT: Any requirement and/or language requiring the City to “indemnify”
or “hold harmless” Wells Fargo, or other similar phrases or concepts, found in the Contractor
Agreements, shall be replaced by the word “reimburse”. Any such provision so changed shall be
subject to the laws of the state of Texas and shall be without waiver of any applicable immunity
held by the City.
17.INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas.
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A. General Requirements:
i.The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed
to, as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages and endorsements
required to the City as verification of coverage prior to contract execution. Failure to provide the
required Certificate of Insurance may subject the Offer to disqualification from consideration for
award. The Contractor must also forward a Certificate of Insurance to the City whenever a
previously identified policy period has expired, or an extension option or hold over period is
exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or
decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of
liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies
licensed to do business in the State of Texas at the time the policies are issued and shall be written
by companies with A.M. Best ratings of A- VII or better. The City will accept workers’
compensation coverage written by the Texas Workers’ Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the
following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional insured
shown on any policy. It is intended that policies required in the Contract, covering both the City
and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall
carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess
Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
x. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if
any, stated in policies.
xi. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of
erosion of the aggregate limits below occurrence limits for all applicable coverages indicated
within the Contract.
xii. The insurance coverages specified in within the solicitation and requirements are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
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18.CLAIMS –Intentionally omitted
19.NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
20.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL–Intentionally
omitted.
21.CONFIDENTIALITY–Intentionally omitted.
22.ADVERTISING–Intentionally omitted.
23.NO CONTINGENT FEES–Intentionally omitted.
24.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
25.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
26.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
27.ASSIGNMENT-DELEGATION–Intentionally omitted
28.WAIVER: –Intentionally omitted.
29.MODIFICATIONS: –Intentionally omitted.
30.INTERPRETATION: –Intentionally omitted.
31.DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
attempt in good faith to resolve all disputes informally. If agreed to by both parties, alternate
methods of dispute resolution, such as mediation, may be utilized. The parties will utilize the
dispute resolution procedures laid out in the Contractor Agreements if any formal dispute
resolution is needed.
32.JURISDICTION AND VENUE: –Intentionally omitted.
33.STATUTE OF LIMITATIONS: Any claim in connection with accounts and services which
are subject to this Contract, unless a shorter period of time is expressly provided, must be brought
against either party within the time provided by the applicable statute of limitations.
34.INVALIDITY: –Intentionally omitted
35.HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas, or his authorized designee.
36.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
37.NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
38.EQUAL OPPORTUNITY
A.Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B.Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
39.RIGHT TO INFORMATION: The City reserves the right to request access to Contractor’s
business books and records for the limited purpose of verifying compliance with the financial and
record-keeping requirements of this Agreement. Notwithstanding the foregoing, nothing in this
Agreement authorizes you to have any on-site access to any of our secure data, computer systems,
network architecture, information security systems and procedures or secure facilities.
40.LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
contractor. The parties acknowledge that for Business Licensing purposes, federally chartered banks
are exempt in Texas.
41.COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: –Intentionally
omitted
42.FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City shall not be liable to
Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
federal or State withholding requirements. Contractor shall indemnify the City and shall pay all
costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
43.DRUG FREE WORKPLACE: The Contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
44.RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: —
Intentionally omitted.
45.FORCE MAJEURE: –Intentionally omitted .
46.NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
47.NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law. This
provision would be deemed to be incorporated into all the Contractor Agreements as such term is
defined in the Contractor Agreements.
48.RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records in accordance with its enterprise
records retention policy, which includes considerations for regulatory requirements. The
Contractor shall grant access to all books, records and documents pertinent to the Contract to the
CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review
records due to federal funds being spent under the Contract, for the limited purpose of verifying
compliance with the financial and record-keeping requirements of the Contract. Notwithstanding
the foregoing sentence, nothing in this Contract gives rise to a right, expectation, or other
entitlement on the part of City, CPA, the State Auditor of Texas, or any federal governmental
entity, to inspect, examine, or visit any Contractor data center, facilities, systems, networks or
equipment; or (2) any technology documentation, test or scan results, or any other artifact relating
to Contractor’s security practices.
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Exhibit D
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
1 WFB0920c
Confirmation Page
This Confirmation Page documents your acceptance of the Agreement. The following information summarizes portions of
the Agreement in order to assist you in answering some of the questions most commonly asked.
Your fees for certain Services set forth in this Agreement are based on the interchange rates set by the Card
Organization. Any transactions that fail to qualify at your anticipated interchange levels will be charged an additional
fee.
We may debit your bank account for amounts owed to us.
Chargebacks may occur for many reasons. When they occur we will debit your settlement funds or Settlement
Account. For more details refer to the Operating Rules.
If you dispute any charge or funding, you must notify us within 60 days of the date of the merchant statement with
the disputed charge or funding.
The Agreement limits our liability to you as described in the Terms and Conditions and applicable Schedules.
We have assumed certain risks by agreeing to provide you with the Services. To mitigate our risk we may terminate
the Agreement, hold monies otherwise payable to you, or take other actions as permitted in the Agreement.
By entering into the Agreement you are authorizing us to obtain financial and credit information regarding your
business and the signers and guarantors of the Agreement until all your obligations to us are satisfied.
Bank’s contact information: Wells Fargo Bank, N.A., PO Box 6079, Concord, CA 94524 or call 1-800-451-5817
Important bank responsibilities:
the only Entity approved to extend acceptance of Card Organization products directly to a merchant;
must be a principal (signer) to the Agreement;
responsible for educating merchants on pertinent Visa and Mastercard Rules with which merchants must comply, but
this information may be provided to you by Processor;
responsible for and must provide settlement funds to the merchant; and
responsible for all funds held in reserve that are derived from settlement.
Important merchant responsibilities:
ensure compliance with cardholder data security and storage requirements;
maintain fraud and chargebacks below Card Organization thresholds;
review and understand the terms of the Agreement;
comply with Card Organization Rules and applicable law and regulations; and
keep a signed copy of this Confirmation Page.
Your IRS filing name: _____________________________________________________________
By signing below, you acknowledge that you have received the Application, the Terms and Conditions (version WFB0920c), the Operating Rules (version WFB0920), this
Confirmation Page and Schedules all of which are incorporated into the Agreement. You represent and warrant that (a) all information provided in the Application is true and
complete and properly reflects the business, financial condition, and principal partners, owners, or officers of yours; and (b) the persons signing the Application and this
Confirmation Page are authorized to bind you to all provisions of the Agreement. You accept the Agreement and agree to comply with all its terms. Upon our receipt of the
signed Confirmation Page, the Application for merchant processing services will be reviewed. You understand that the Application is subject to our approval. A copy of the Terms
and Conditions is available at wellsfargo.com/termscustom0920 and the Operating Rules is available at wellsfargo.com/operatingrules.
__________________________________________________ ____________________________________________________________
Authorized signer (please sign above) Title
__________________________________________________ ____________________________________________________________
Printed name of authorized signer Date
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Interim City Manager
Sara Hensley 12/15/2021
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
12/15/2021
Sara Hensley
Interim City Manager
SERVICE FEE ADDENDUM TO WELLS FARGO MERCHANT
SERVICES AGREEMENT
This addendum (the “Addendum”) to the Merchant Services Agreement, which includes the Program
Guide, the Merchant Application, and all Schedules and Attachments thereto or incorporated therein (the
“Agreement”) is entered into on the last date signed below (the “Effective Date”) between Wells Fargo
Merchant Services, L.L.C. and Wells Fargo Bank, N.A. (collectively, “Wells Fargo”) and IRS
LEGAL FILING NAME (“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 Card Organization 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 Bank N.A. 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 Card Organization 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 Bank N.A. 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 Merchant Services owned merchant identification number (“MID”)
to be used for Service Fee processing. Client may only use the Wells Fargo Merchant Services 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 Card Organization 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 30 days’ notice to Client.
3.3 The Service Fees may also be adjusted upon 30 days’ notice to Client to reflect changes in
fees imposed by the Card Organization, the Card Issuer, or other pass-through costs.
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
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).
[9311—Tax Payments - Government Agencies]
[9222—Fines - Government Administrative Entities]
[9211—Court Costs, Including Alimony and Child Support - Courts of Law]
[9399—Misc. Government Services]
[8220-College Tuition]
[8211-Elementary and Secondary Schools]
[8244-Business]
[8249-Trade Schools]
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 Card Organizations. 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 Card Organization 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.
1. Wells Fargo is limited to 9 characters for CLIENT NAME and may abbreviate or truncate.
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 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.
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
12/15/2021
Interim City Manager
Sara Hensley
Wells Fargo Payment Gateway pricing
Service
Service Description Unit Price Volume Charges
PMT GATEWAY MONTHLY BASE 20.00000 0 0.00
PMT GATEWY CREDIT CARD TRANS A 0.05000 0 0.00
PMT GATEWY ELECTRONIC CHK TRANS A 0.10000 0 0.00
PMT GATEWY SUBSCRIPTION TRANS A 0.01000 0 0.00
MERCHANT CARD SERVICES Subtotal 0.00
ACH VENDOR MONTHLY BASE 20.00000 0 0.00
GENERAL ACH SERVICES Subtotal 0.00
PMT GATEWAY SET UP 100.00000 0 0.00
MERCHANT CARD SERVICES Subtotal 0.00
ACH VENDOR SETUP 0.00000 0 0.00
GENERAL ACH SERVICES Subtotal 0.00
Pro Forma
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Exhibit E
Intentionally Omitted
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
Exhibit F
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance,
containing the contract number and title of the project. Contractor may, upon written request
to the Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Contractor shall not commence any work or deliver any material until he or she
receives notification that the contract has been accepted, approved, and signed by the City of
Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
•Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
•Liability policies shall be endorsed to provide the following:
▪Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
▪That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X]A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
•Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
•Coverage B shall include personal injury.
•Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
•Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
•Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X]Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include bodily injury and property
damage liability arising out of the operation, maintenance and use of all automobiles and
mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
•any auto, or
•all owned hired and non-owned autos.
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
[X]Workers’ Compensation Insurance – Intentionally Omitted.
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis. Policy limits will be at least $500,000.00 combined bodily injury
and property damage per occurrence with a $1,000,000.00 aggregate.
[ ]
[X ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
Exhibit G
Intentionally Omitted
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Document Number: 21897286
Contract # 7436
Exhibit H
CONFLICT OF INTEREST QUESTIONNAIRE -FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a
business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets
requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the
7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section
176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense
under this section is a misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2 Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed
questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Not Applicable
Corby Gordon Wells Fargo Merchant Services, L.L.C.
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Certificate Of Completion
Envelope Id: 1794C1293C784313B375DF031986612C Status: Completed
Subject: Please DocuSign: City Council Contract 7436 Merchant Services
Source Envelope:
Document Pages: 34 Signatures: 7 Envelope Originator:
Certificate Pages: 6 Initials: 6 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
11/19/2021 9:32:16 AM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 11/19/2021 10:03:16 AM
Viewed: 11/19/2021 10:03:39 AM
Signed: 11/19/2021 10:05:10 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: 198.49.140.104
Sent: 11/19/2021 10:05:13 AM
Viewed: 11/19/2021 10:09:17 AM
Signed: 11/19/2021 10:09:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Catherine Clifton, Interim City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 11/19/2021 10:09:30 AM
Viewed: 11/19/2021 10:31:38 AM
Signed: 11/19/2021 10:32:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cassandra Ogden
Cassandra.Ogden@cityofdenton.com
Director of Finance
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.36.61.4
Sent: 11/19/2021 10:32:35 AM
Viewed: 11/19/2021 11:52:21 AM
Signed: 11/19/2021 11:52:36 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer Events Signature Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 11/19/2021 11:52:41 AM
Viewed: 12/15/2021 8:09:42 AM
Signed: 12/15/2021 8:09:59 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/15/2021 8:10:01 AM
Viewed: 12/15/2021 8:21:16 AM
Signed: 12/15/2021 8:21:35 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/15/2021 8:21:37 AM
Viewed: 12/15/2021 9:24:37 AM
Signed: 12/15/2021 9:25:02 AM
Electronic Record and Signature Disclosure:
Accepted: 12/15/2021 9:24:37 AM
ID: 9af6c268-41c0-49b9-bba6-5c82240cdbf0
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: 11/19/2021 10:05:13 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/19/2021 11:52:41 AM
Viewed: 11/19/2021 3:53:02 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/15/2021 9:25:04 AM
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: 12/15/2021 9:25:05 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 11/19/2021 10:03:16 AM
Certified Delivered Security Checked 12/15/2021 9:24:37 AM
Signing Complete Security Checked 12/15/2021 9:25:02 AM
Completed Security Checked 12/15/2021 9:25:05 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: Rosa Rios
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.