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2016-164!'� • • � • +•�, , �.1 . . . � . ..,.� . . � . . • � . �, .,, �. . � �'1 1 : �'1 � l ''• ' •' • � •, . � . . � � . � . . . • . . • � , l � .•; � , . � •� � � � � • • '� Z11 !11 " •' • '' • • �` � ! ' �' '� 11 111 • � ' ' ' • • 1 � • ! '� 1 111 • ' . � . . . . � ! '� � 1 111 WHEREAS, the City has solicited, received and evaluated competitive sealed praposals for credit card and check processing services in accardance with the pracedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recammended that the herein described proposals are the mast advantageous ta the City considering the relative importance ofprice and the other evaluatian factars included in the request for praposals; and WHEREAS, the City Council has provided in the City Budget far the appropriation af funds ta be used far the purchase of the materials, equipment, supplies ar services appraved and accepted herein; NOW, THEREFORE, ! ! • � • ' : •'�� SECTION 1. The items in the fallawing numbered request for prapasal for materials, equipment, supplies or services, shawn in the 66Request for Proposals" an iile in the office af the Purchasing Agent, are hereby accepted and approved as being the mast advantageous to the City cansidering the relative importance of price and the ather evaluatian factars included in the request for praposals. . . \ U: : �� '� #" Wells Farga Merchant Services Tempus Technalagies, Inc. Telecheck Service, Inc. SECTION 2. By the acceptance and appraval of the above numbered items of the submitted praposals, the City accepts the offer af the persons submitting the proposals far such items and agrees ta purchase the materials, equipment, supplies or services in accardance with the terms, specifications, standards, quantities and for the specified sums contained in the Praposal Invitations, Propasals, and related documents. SECTION 3. Should the City and persan submitting appraved and accepted items and ofthe submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under 5955 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �� ' day of `�� _�k 2016. �::"� ��1� WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY .m� �°�� BY:. � ��.�': ,_.� ._.,�� ,.. ��.� ,�1'�'C�{' Il_�"�I7 AS " �� LEGAL FORM: �� T�f�,� BURGESS, CITY ATTORNEY � .. �d. BY: m ��,,�"� ^�"�°_ �.,�°.�'"" ��...��.°'� �� .. �.. � ,�, � . �� .. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS ANDWELLS FARGO MERCHANT SERVICES, LLC (Contract5955) THIS CONTRACTis made and entered into this date ______________________, by and between Wells Fargo Merchant Services, LLC,alimited liability company,and Wells Fargo Bank, N.A.,whose address is 1200 Montego, Walnut Creek, CA 94598, hereinaftercollectively 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 Supplier shall provide products and/or services in accordance with the City’s document RFP 5955–Supply of Debit/Credit Card and Electronic Check Processing Services,a copy of which is on file at the office ofPurchasing Agent.The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a)Special Terms and Conditions(Exhibit “A”); (b)RFP 5955Scope of Services, as amended or otherwise mutually agreed upon by the parties,(Exhibit “B”); (c)Wells Fargo Merchant Services Government Program Guide (Exhibit “C”); (d)Wells Fargo Merchant Services, LLC, Pricing and Terms(Exhibit “D”); (e)Insurance Requirements (Exhibit “E”); (f)Certificate of Interested Parties Electronic Filing (Exhibit "F"); (g)Contractor’s Proposal. (Exhibit "G"); 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 of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the 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.” Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARYBY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Exhibit A Special Terms and Conditions 1.4®³ « #®³± ¢³ !¬®´³ The contract total for services shall not exceed $3,800,000.Pricing shall be per Exhibit I attached. 2.#®³± ¢³ 4¤±¬²4§¤ ¢®³± ¢³ ³¤±¬ ¶¨«« ¡¤ five (5ȩ ¸¤ ±²Ǿ ¤¥¥¤¢³¨µ¤ ¥±®¬ £ ³¤ ®¥ ¶ ±£ ®± ®³¨¢¤ ³® ¯±®¢¤¤£ ² £¤³¤±¬¨¤£ ¡¸ ³§¤ #¨³¸ ®¥ $¤³® 0´±¢§ ²¨¦ Department. 3.Indemnification As authorized by the Constitution and laws of the State of Texas, including but not limited to Article 3 Section 52 and Article 11 Section7 of the Texas Constitution, the City represents theCity cannot enter into a contract whereby it agrees to indemnity orhold harmless any other party; therefore, all references of any kind to indemnifying, holding or saving harmless for any reason whatsoever is of no effect. 4.#§®¨¢¤ ®¥ , ¶ £ '®µ¤±¨¦ , ¶Ȁ The Contract shall be governed by: (a) U.S. federal law and (b) the laws of the State of Texas. 5.*´±¨²£¨¢³¨® £ 6¤´¤Ȁ The Contract is made under and shall be governed by the laws of the State of Texas, including, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts in Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 6.Confidentiality: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its 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,and together with the items also defined either implicitly or explicitly as confidential information in the Wells Fargo Merchant Services Program Guide, the“Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not permitted under this Agreement, 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 Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 7.-®£¨¥¨¢ ³¨® ®¥ %·§¨¡¨³ 4¤±¬² £ #®£¨³¨®² a.Exhibit C-Wells Fargo Merchant Services Government Program Guide, Section 3.2 shall be amended to read: 3.2 All fees for Services will be invoiced to the City net 30 in accordance with City’s pricing disclosures or subsequent communications. All settlements for Visa, MasterCard, Discover,and American Express Card transactions will be net of any Credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other amounts due to City.Contractor may set off from any payments otherwise due, any amounts owed to any of Contractors respective affiliates, whether or not arising out of or related to this agreement. b.Exhibit C- Wells Fargo Merchant Services Government Program Guide, Section 4.0, Exclusivity, shall be removed. c.Exhibit C- Wells Fargo Merchant Services Government Program Guide, Section 5.6 shall be amended to read: Contractor may not add new fees for services for any reason without written consent from the City. d.Exhibit C- Wells Fargo Merchant Services Government Program Guide, the first sentence in Section 10.2 shall be amended to read: The initial term ofthis Agreement shall commence and shall continue in force for five years after it becomes effective. e.Exhibit C- Wells Fargo Merchant Services Government Program Guide, the first sentence in Section 10.3 shall be amended to read: Notwithstanding the above or any other provisions of this Agreement, either party may terminate this Agreement at any time and for any reason by providing 90 days’ advance notice to other party.For the avoidance of doubt, if the Cityterminates the Agreement effective prior to the end of the first twelve (12) monthsof the initialterm, then Citywill be responsible for any applicable early termination fee. Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 f.Exhibit C- Wells Fargo Merchant Services Government Program Guide, the first sentence in Section 13.1 shall be amended to add the following preface: To the extent permitted by the law and constitution of the State of Texas. g.Exhibit C- Wells Fargo Merchant Services Government Program Guide, Section 17.5 shall be amended to read: All information or materials which could reasonably be considered confidential or competitively sensitive that you access from or relate to either Wireless Vendor(s) or Servicers related to the subject matter of these Wireless ServicesTerms will be considered confidential information. City will safeguard our confidential information with at least the same degree of care and security that you use for your confidential information, but not less than reasonable care, as allowed by the Provisions of Texas Government Code Title 5, Subtitle A, Chapter 552, the Public Information Act. h.Exhibit C- Wells Fargo Merchant Services Government Program Guide, the following sections are added to the end of Section 24. 24.7 Governing Rules. Arbitration proceedings shall be administered by the American Arbitration Association ("AAA") or such other administrator as the parties shall mutually agree upon. Arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules. If there is any inconsistency between the terms hereof and any such rules, the terms and procedures set forth herein shall control. All Disputes submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act (Title 9 of the United States Code). The arbitration shall be conducted at a location in Georgia selected by the AAA or other administrator. All statutes of limitation applicable to any Dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the Dispute being arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction; provided however, that nothing contained herein shall be deemed to be a waiver, by any party that is a bank, of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law. 24.8 No Waiver; Provisional Remedies. No provision hereof shall limit the right of any party to obtain provisional or ancillary remedies, including, without limitation injunctive relief, attachment or the appointment of a receiver, from a court of competent jurisdiction before, after or during the pendency of any arbitration or other proceeding. The exercise of any such remedy shall not waive the right of any party to compel arbitration or reference hereunder. 24.9 Arbitrator Qualifications and Powers; Awards. Arbitrators must be active members of the Georgia State Bar or retired judges of the state or federal judiciary of Georgia, with expertise in the substantive laws applicable to the subject matter of the Dispute. Arbitrators are empowered to resolve Disputes by summary rulings in response to motions filed prior to the final arbitration hearing. Arbitrators (i) shall resolve all Disputes in accordance with the substantive law of the state of Georgia, Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 (ii) may grant any remedy or relief that a court of the state of Georgia could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award, and (iii) shall have the power to award recovery of all costs and fees, to impose sanctions and to take such other actions as they deem necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the Georgia Rules of Civil Procedure or other applicable law. Any Dispute in which the amount in controversy is $5,000,000 or less shall be decided by a single arbitrator who shall not render an award of greater than $5,000,000 (including damages, costs, fees and expenses). By submission to a single arbitrator, each party expressly waives any right or claim to recover more than $5,000,000. Any Dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. 24.10 Judicial Review. A party who is dissatisifed with an arbitration award made pursuant to this section may seek judicial relief in the state or federal court having appropriate subject matter jurisdiction and subject to the venue provision of section 6, above. Such review shall be de novo and shall be governed by the rules of civil procedure and evidence applicable to that court. 24.11 Damages. The arbitrator(s) will have no authority to award punitive or other damages not measured by the prevailing partys actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this Section. Any award in an arbitration under this Section shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. 24.12 Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business, by applicable law or regulation, or to the extent necessary to exercise any judicial review rights set forth herein. This arbitration provision shall survive termination, amendment or expiration of the Agreement or any relationship between the parties. i.Exhibit C- Wells Fargo Merchant Services Government Program Guide, Section 24.4 shall be removed. j.Exhibit C- Wells Fargo Merchant Services Government Program Guide, Section 41.3 shall be amended to read: The fees for Services as shown on your pricing disclosure are based on the assumption that your Credit Card and Non-PIN Debit transactions will qualify at the anticipated interchange programs associated with your account. If a transaction fails to qualify for your anticipated interchange programs, you will be billed a Non-Qualified Interchange Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Fee, plus a Non-Qualified Surcharge for each such non-qualifying transaction (see Section 5.1 and Glossary). Your initial fees for Services are stated on your Application and may be adjusted from time to time to reflect: a. Any increases or decreases in the interchange and/or assessment portion ofthe fees, b. The appropriate interchange level as is consistent with the qualifying criteriaof each transaction submitted by Client,and c. Increases in any applicable sales or telecommunications charges or taxes levied by any state, federal or local authority related to the delivery ofthe services provided by Wells Fargo Merchant Services, L.L.C. when such costs are includedin the Service or other fixed fees. In addition to the Debit Card transaction fees set forth on the Application, Clientshall be responsible for the amount of any fees imposed upon a transaction by theapplicable debit network. A Monthly Minimum Processing Fee will be calculated beginning thirty (30) daysafter the date Client's Application is approved. (Refer to pricing disclosures.) Authorization Fees are charges that apply each time you communicate directly with Processor. Authorization /EDC Fee applies to all Visa, MasterCard and Discover Card approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, and batch entry transactions and includes any transaction fees and capture fees. An equipment rental fee will be charged each month for each piece of equipment rented, plus tax as applicable. Client will be charged for actual shipping fees for equipment and cost of supplies. The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available under applicable law, if (a) Client breaches this Agreement by improperly terminating it during year one of the applicable term of the Agreement, or (b) this Agreementis terminated during year one of the applicable term of the Agreement due to an Event of Default, then SERVICERS will suffer a substantial injury that is difficult or impossible to accurately estimate. Accordingly, in an effort to liquidate in advance thesum that should represent such damages, the parties have agreed that the amount calculated in the manner specified below (the “Early Termination Fee”) is a reasonable pre-estimate of SERVICERS’ probable loss. The Early Termination Fee shall be paid to SERVICERS within 15 days after Client’s receipt of SERVICERS’ calculation of the amount due. The amount of the Early Termination Fee is Five Hundred Dollars ($500.00) per location plus six (6) times the highest amount of Revenue in any single calendar monthduring the initial term or any renewal term.If you have been processing with us for less than 12 months, the early termination fee shall be calculated based on “Annualized Sales Volume” in lieu of “Sales Volume.” Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Exhibit B SCOPE OF WORK & SPECIFICATIONS PART 1: DEBIT/CREDIT CARD PROCESSING The scope of work contained herein will be applicable only as mutually agreed upon by the City of Denton and Contractor and as modified by Exhibit G –Contractor Proposal, and Exhibit C – Wells Fargo Merchant Services Program Guide (as modified by Exhibit A –Special Terms and Conditions). The City desires debit/credit card processing services for the purpose of collecting payments for 24 Respondentaccounts (POP and/or MOTO) and 3 internet accounts (Utility Billing, Municipal Court and Building Inspections). It is critical that the Respondent provide complete and accurate processing for Visa, MasterCard and Discover card transactions accepted by the City of Denton in compliance with Payment Card Industry (PCI) standards. The City only accepts Visa, MasterCard and Discover. The contract period will be five (5) years beginning June 1, 2016 and ending May 31, 2021. Either party may terminate the contract by providing at least a ninety (90) day written notification of said termination. The contract will also provide for an extension period not to exceed one hundred and twenty (120) days for the transition to a new vendor, if needed. Internet payments for the City’s library are made through their Millennium software using PayPal but must be processed/funded through the selected Respondent. RFP 5955 Exhibit 1 contains the City’s average Merchant Identification Number (MID) activity over the past 12 months. Using Exhibit 1, please indicate the cost of providing each of these services on a per-item, “Interchange Plus” basis. If appropriate, identify other services not listed and their associated costs. Any service not appearing or that does not have a fee indicated on the Attachment A will be considered to be free of charge in the Respondent Services Contract. Please attach a sample monthly statement. 1.List any other applicable credit card charges, including information on discount rates, government rates, and MasterCard/Visa utility rates, also monthly maintenance, statement, software and minimum transaction fees. Only the credit card charges listed on Attachment A and in this section will be acceptable in the monthly statement of charges. 2.Please describe how phoned credit card transactions will be handled. 3.Describe in detail how the City of Denton’s processing program will be operated on a day to day basis. Provide transaction flow diagrams whenever possible. 4.Identify all subcontracts to be used for these services and what procedures will be used to monitor quality. 5.Explain what back-up procedures will be established in the event of a problem at the City of Denton and with the Respondent. Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 6.Describe Respondent’s capability to meet the following requirements for internet, POP and MOTO. a.AAVS and CVVI verification required. b.Daily settlements based on Central Standard Time (CST). Funds must be available the same day, preferred, or next day. Deposits to the City’s bank account must be made daily and must reflect daily batch settlement totals. c.Must provide on-line reporting services allowing viewing capabilities of all transactions by Merchant Identification Number (MID). Service must allow exporting and downloading of all transactions for the City. d.Must provide chargeback information by e-mail, fax and/or on-line application. e.Must provide internet gateway service. 7.Describe how Respondent will notify payer of the dollar amount of all payments and obtain the payer’s approval (electronic or otherwise) of such payments prior to initiating credit and/or debit authorizations. 8.Describe how Respondent will provide payers with electronic confirmation of payment transactions. 9.Describe how Respondent will electronically transmit all card transactions to the appropriate card processing center, in real time, as the transactions occur, and balance and reconcile electronically captured transactions on a daily basis. 10.Describe how Respondent will retain credit authorization logs and transaction records for such period of time as required by applicable law and the rules, regulations and operation procedures of the respective card organizations, and records shall contain the following information: transaction type, date and time of transaction, City account number, and card’s account number and expiration date, card holder’s name, dollar amount of transaction and approval code. 11.Provide City of Denton with logos, graphics, and other appropriate marketing materials for citizen communication in English and Spanish. 12.Provide City of Denton with monthly reports (in a mutually agreed upon format) summarizing use of the services for the applicable reporting period. Sample report must be included in this proposal. 13.Provide internet payment service in both English and Spanish. 14.Explain how the Respondent will handle any copy requests orchargebacks for the City of Denton. Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 15.Red Flag Act Rules and Fair & Accurate Credit Transactions (FACT) Act. The Respondent is required to comply with the Red Flag Rules and the FACT Act. The Respondent must ensure that all nonpublic personal customer identity information provided by the City remain confidential by maintaining safeguards for the information received. The Respondent will not disclose or use such information for any purpose other than is reasonably necessary to fulfill the purpose for which such information was provided by the City or otherwise permitted by applicable laws. A signed service provider acknowledgement must be completed in conjunction with the Respondent Services Contract. 16.System Requirements a.Point of Purchase (POP) processing terminals for handling electronic check verification and/or guarantee, and batching and debit or credit card authorizations are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (Preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Respondent software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling both card-present, and card-not-present transactions and associate each with the correct fee schedule. b.Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location >> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reporting should be web-based, and accessible in real-time. Transaction data should be captured either locally on City provided database and hardware platforms or remotely at the Respondent’s location as long as reporting needs are effectively met. 17.Point of Purchase Equipment a.Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. b.Debit/Credit Card Terminal–Industry standard hardware utilizing 3-track magnetic stripe reader, integrated PIN pad and display unit with COM or USB (Preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Terminal must be EMV capable (contact/contactless). Terminal should have the ability to be placed within the customer’s reach for transaction processing so as to afford the customer the added security benefit of Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 card retention. Terminal display would be programmed with all relevant customer prompts and responses so as to minimize cashier instruction. c.Receipt Printer–Industry standard thermal printer hardware using Parallel, COM or USB (preferred) communication to connect to current Microsoft Windows- based desktop computer. Receipt would provide the following information for all transactions: (1) credit cards -City logo or name, department, address, phone number, operator, transaction date and time, card holder’s name, last four digits of card used, transaction amount, approval code, other City required data, and signature line. 18.Software Updates a.The City expects that software “bugs” will be addressed within a reasonable and fair time frame under the basic maintenance agreement held with the Respondent. A software “bug” is defined as a glitch, anomaly, or other reproducible condition that materially affects the proper operation of the software as designed, and prevents the City from using the software as intended. b.The City may request additional features or functionality during the duration of the contract. City and Respondent will agree whether these enhancements constitute a material change above and beyond what is covered under the standard maintenance agreement for the software. In the event that the changes represent a billed-for service, the City will have the option to purchase the enhancement, and incorporate the ongoing support for that enhancement as part of the standard maintenance agreement. c.Respondent is responsible for ensuring that their software functions on current mainstream desktop computers. This includes hardware not to exceed 4 years in age, and the current public release of the Microsoft Windows desktop operating system for business and professional use with all required security patches installed. If the client software is deployed in a browser, it must be compatible with the current retail release of Microsoft Internet Explorer (Internet Explorer II) with all required security patches installed. It is the Respondent’s responsibility, under the terms of the maintenance agreement, to resolve issues arising from the application of critical Microsoft patches that may interfere with the proper operation of the Respondent’s software. d.City is expected to have access to new releases of software free of charge under the terms of the annual maintenance agreement. 19.Telephone Lines and Internet a.None of the peripherals used in any solution will use a conventional telephone line to process transactions; all transactions will be handled over the internet. In the event that internet processing is unavailable, transactions will be queued for processing at such time as Internet connectivity is restored. This queuing process Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 may be manual, or integrated into the software (preferred). Provide an explanation of how face-to-face credit card transactions can be authorized and then processed later in the Respondent software. 20.Reporting Requirements a.The City of Denton will require on-line access to daily funding notices, exception items and weekly and month-end summary reports. One hard copy of each report must be sent to the City of Denton by U.S. mail to the attention of the Assistant Director of Finance. The daily funding notice must also be faxed or e-mailed each day. The City of Denton has a tiered account structure and reports and transaction information must be accessible within each tier. b.For this proposal, describe the contents and distribution frequency of all of the reports that will be provided to the City of Denton. Sample reports must be included in the proposal. 21.Operations and Technical Support Requirements a.The processing system provided must be fully automated and easy to use. Describe in detail how the program will be operated on a day-to-day basis. Additionally, explain what back-up procedures will be established for each item. 22.Supplies/Equipment a.It is critical that the Respondent provide the City of Denton with the necessary equipment and supplies for this program. Describe the entire process in detail and include: i.What equipment/supplies will be needed? ii.Who should order them and how? iii.From whom and where they are to be ordered? iv.What time schedules should be used for placing orders? v.Please list the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. 23.Error Detection a.It is important that the Respondent does everything possible to identify errors for the City of Denton. Describe actions the Respondent will take to identify and correct errors. Include how different errors will be handled such as interchange rates, late daily settlements, etc. Alsoinclude methods for notifying the City of Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Denton of these errors and advise what level of support front line custodians will be provided during all business hours. 24.POP Signage a.Identify the requirements regarding POP signage and formats for mail-in forms. Please describe as much of this information as possible. 25.Chargebacks and Copy Requests a.The City of Denton expects to maintain transaction copies. Please explain requirements that must be followed regarding these receipts and the penalties for not doing so. Explain how the Respondent will handle any copy requests or chargebacks for the City of Denton. The City of Denton expects the Respondent to fully represent its position in the event of any type of dispute with one of the card companies. 26.Trainingand Reference Manuals a.It is the Respondent’s responsibility to ensure that the City of Denton staff is thoroughly trained before the program launch will be considered final. Describe the requirements for installing and using the equipment. Include explanations of time, skill, and resource requirements. Describe any manuals, videos, or other materials that will be provided; if possible provide samples. 27.Escalation Procedures a.Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementation process and for situations that may occur once the program is fully operational. Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Ļƌƌƭ CğƩŭƚ /ƚƓƷƩğĭƷ ЎВЎЎ 9ǣŷźĬźƷ / DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit C DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit D Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 06/01/16 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$62,313,000 Average Transaction Size$26 Number of Locations48 10 Anticipated Interchange LevelsPublic Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations 1 Credit Card Processing Fees Interchange Plus the Following Fees: 0.015%On Gross Visa®, MasterCard®, Discover® Network Card and American Express Sales 3 On each Authorization/EDC attempt (as defined below) $0.015 Assessed on all Visa transactions, including sales, returns, reversals, chargebacks, and reversed chargebacks $0.0018 VI Base II System File Fee This fee is also disclosed on the Payment Networks Pass-Through Fees schedule (see Applicable Fee Schedules below). $0.0018 MC Access Fee Assessed on each gross sales transaction PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees $0.015 Per PIN Debit Transaction (applies to completed and declined transactions) EBT NOT ENTITLED Applicable PIN Debit Network, Switch, Service and Administrative fees are passed through on all PIN Debit transactions (completed and declined). Applicable PIN Debit Network Interchange fees are passed through on completed PIN Debit transactions only. 9 Applicable Fee Schedules: Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://www.wellsfargo.com/visanetworkfee PIN Debit Networks Fee Schedule (if applicable) https://www.wellsfargo.com/biz/merchantdebitfees Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the URLs above for more information. If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you. As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/fees on 10/15/2016. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule. Other Processing Fees Set-Up Fee (Applies Wells Fargo Mobile Merchant EMV)$ 25.00 one time fee per location 8 Monthly Minimum Processing Fee $ - per month 2 Chargeback Fee $ 5.00 per chargeback Monthly Service Fee (per location applies Wells Fargo Mobile Merchant EMV))$ 5.00 per month 6 Statement Billing Fee (Paper Statement) $ - per month Voice Authorization Fee$ 0.50 per attempt Annual Fee$ - per location 3 Authorization/EDC Fee - Visa (Credit and Non-PIN Debit) $ 0.015 per attempt 3 Authorization/EDC Fee - MasterCard® (Credit and Non-PIN Debit) $ 0.015 per attempt 3 Authorization/EDC Fee - Discover Network Card (Credit) $ 0.015 per attempt 3 Authorization/EDC Fee - American Express (Credit and Prepaid) N/Aper attempt 11 Interchange Clearing Fee Applies to Visa, Mastercard, Discover Network Card (Credit) and American Express (Credit and N/Aon gross sales volume Electronic Address Verification Service Fee$ 0.01 per attempt Voice (Manual) Address Verification Fee$ 2.00 per attempt 4 Annual Compliance Support Fee $ - per location 7 PCI Compliance Service Program Fee $ - per month, per location 7 Non-validation PCI Compliance Fee $ 25.00 per month, per location Equipment Installation Fee$ - one time fee Foreign Handling Fee (on Visa/MasterCard foreign card transactions)0.10%on foreign card sales Merchant Initials __________ WFB1707 Page 1 of 4 5955-D 6/8/2016; 5:01 PM DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit D Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 06/01/16 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$62,313,000 Average Transaction Size$26 Number of Locations48 10 Anticipated Interchange LevelsPublic Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations Other Processing Fees Continued 13 TransArmor Token & Encrypt $ 0.01 per attempt 13 TransArmor Token Registration Fee$ 0.01 per attempt 13, 14 Legacy Data Conversion Fee $ 0.0065 per conversion Applies to Visa, MasterCard and Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit, EBT 5 Non Bank Card Authorization Applies only to American Express EDC and Discover EDC$ 0.015 per attempt Non Bank Card Capture Fee Applies only to American Express EDC and Discover EDC$ - per attempt Terminal Reprogramming Fee (Terminal) - Applies to Customer Owned Terminals Only$ 75.00 per unit Terminal Reprogramming Fee - Integrated Terminal - Applies to Customer Owned Integrated Terminals Only $ 150.00 per unit Security Swap Fee for PIN Debit - Applies to Customer Owned PIN Pads Only$ 125.00 per unit Card Imprinter Optionno imprinter Rush Shipping OptionN/A Network Cards. Clients may elect to participate in the American Express program or the American Express EDC program, but not both. Under the services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are 2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that Client will not be subject to a chargeback or debit. 3) Authorization/EDC Fee applies to all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC. 4) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date. 5) Non Bank Card Authorization Fee applies to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions. 6) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement online instead of receiving a paper copy by mail. After Business Track access has been activated, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If Business Track access is terminated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. Enroll anytime at businesstrack.com. 7) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.trustwave.com/wellsfargo. If Client does not comply or fails the PCI DSS certification process, Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant. 8) If the total discount fee for Visa, MasterCard, Discover Network Card and American Express transactions in a given month is less than the Monthly Minimum Processing Fee, then in addition to the total discount fee Client will be charged an amount equal to the Monthly Minimum Processing Fee minus the total discount fee. 9) Dues, assessments and pass-through fees are disclosed in the schedules referenced under the "Applicable Fee Schedules" section and the related footnote. 10) American Express charges Program Pricing fees and not Interchange, and these fees are subject to change. 11) The Interchange Clearing Fee (ICF) will be charged on transactions that may be considered higher risk and/or are processed at a higher Merchant Initials __________ WFB1707 Page 2 of 4 5955-D 6/8/2016; 5:01 PM DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit D Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 06/01/16 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$62,313,000 Average Transaction Size$26 Number of Locations48 10 Anticipated Interchange LevelsPublic Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations 13) TransArmor fees are for Token and Encryption, Token Only, Token Registration, or Legacy Data Conversion processing. TransArmor fees apply to Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit and EBT. Client is responsible for any additional charges, in the event that Client requires additional TransArmor products or services that are not stated on this proposal. 14) A fee that applies to each unique conversion of: (1) a Primary Account Number to a Token or (2) a Token to a Primary Account Number. If Client has selected to accept TeleCheck Services, see Part III - Section 1 of the Program Guide for the terms and conditions. If applicable, the Additional Services page will contain the fees and rates billed to Client by TeleCheck. 15) The price for the Clover Mobile and/or the Clover Mini device(s) includes the Clover Software. If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on MasterCard transactions. American Express may charge Client an excessive disputes fee in the amount of $5 for each Disputed Charge if Client is in American Express' Immediate Chargeback Program or $15 for each Disputed Charge if Client is not in the Immediate Chargeback Program. Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party's services, Client will reimburse WFMS for such services. Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software. WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 120 days from the proposal date stated above. See Section 41.3 of the Program Guide for early termination fees. Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent. Fees for supplies, shipping, handling, and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request. Additional Notes: MCC CodeMCC Description 9399GOVERNMENT SERVICES, NOT ELSEWHERE 7523AUTOMOBILE PARKING LOTS 4900UTILITIES-ELECTRIC,GAS,WATER Terms and Conditions of WFMS - Pricing Terms: 1) WFMS pricing as provided in its response to this RFP is based upon the information provided by City of Denton (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in WFMS RFP response was created. In responding to this RFP, WFMS only agrees to be bound to the pricing WFMS provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by City of Denton as of the date of the creation of that pricing, are accurate and unchanged. In the event that WFMS is the successful bidder, and City of Denton subsequently provides additional information to WFMS that would affect the pricing (including pass through fees paid by City of Denton), WFMS shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by City of Denton. Further, should WFMS be the successful bidder for this RFP, City of Denton shall be required to execute a Final Pricing Terms document. Merchant Initials __________ WFB1707 Page 3 of 4 5955-D 6/8/2016; 5:01 PM DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit D Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 06/01/16 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$62,313,000 Average Transaction Size$26 Number of Locations48 10 Anticipated Interchange LevelsPublic Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations Additional Notes Continued: 2) Pricing assumes no material change from the pricing parameters provided to WFMS. Pricing may require a re-evaluation if the pricing parameters change. Annual Net Card TypeAnnual Net Sales VolumeTransactionsAverage Ticket Visa / MasterCard / Discover $62,313,0002,383,880$26.14 PIN Debit $366,15091,538$4.00 3) Should any terminal require a reprogramming for credit card, non-bankcards or debit cards, the reprogramming charge is $75 per terminal and $150 per terminal with an integrated PIN Pad. This price includes download and telephone training. Customer owned PIN Pads require encryption and are charged a security swap fee of $125 per PIN Pad. 4) This pricing proposal assumes that City of Denton will utilize First Data Merchant Services' North authorization network and First Data Merchant Services' North settlement/reporting platform. 5) Should City of Denton require development needs of unique functionalities outside of certification, City of Denton will be billed $85 per hour of programming needed. 6) On-site service, outside of training provided by the Relationship Manager, will be billed at a rate of $70 per hour. Travel related costs will be passed through to City of Denton. Processing Solutions TypeQuantityFinancing MethodTotal w/o TAX iSC 250 Ingenico device Customer Owned N/A PaymentMate gateway Customer Owned N/A Paymentus GatewayCustomer Owned N/A ROAM EMV Mobile Reader Purchase$69.00 Per Reader 15 Clover Mini WiFi Purchase$579.00 Per Terminal *Prices and equipment availability are subject to change without notice. Merchant Signature: Date: Print Name: WFB1707 Page 4 of 4 5955-D 6/8/2016; 5:01 PM DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 ExhibitE INSURANCE REQUIREMENTS AND WORKERS COMPENSATIONREQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractorshall 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 insuranceincluding any applicable addendum or endorsements. Contractor may, upon written request to the PurchasingDepartment, 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.Contractor may also use a captive insurance company to satisfy this requirement. Any deductibles or self-insured retentions shall be the sole responsibility of the Contractor. Liability policies shall be endorsed to provide the following: Includeas Additional Insuredthe City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insuranceavailable 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. Cancellation: City requires 30 day written noticefrom the Contractorshould any of the policies described on the certificate be cancelled or materially changedthat results in non- compliance with the insurance requirements outlined hereinbefore the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. 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. 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 $1,000,000.00shall 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 ofunderlying 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 contractper ISO CB 00 01 04 13and 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. liability. \[X\]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 agents, employees and volunteers for any work performed for the City by the Named Insured. Contractor may be a nonsubscriber under the Texas Workers’ Compensation Act if it has an employee welfare benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA). For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Exhibit F Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1.Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing the tutorial provided by the State 3.Print a copy of the completed Form 1295 4.Enter the Certificate Number on page 2 of this contract. 5.Sign and notarize theForm 1295 6.Email the notarized form to purchasing@cityofdenton.comwith the contract number in the subject line. (EX: Contract 1234 –Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract# 5955 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Cityof Denton RFP#5955 ResponsetoRequestforSupplyof Debit/CreditCard andElectronicCheck ProcessingServicesProposal November 1, 2015 Submitted by: Chichi Ogbuagu Wholesale eReceivables Consultant 214-740-1304 chichi.ogbuagu@wellsfargo.com Aaron Cook Commercial Relationship Manager 214-661-1245 aaron.cook@wellsfargo.com DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 5955 Pricing Sheet- Credit Card/Debit Card and Electronic Check Processing Services Wells Fargo 12 Month Average Walnut Creek, CA Dollar Item12 VolumeVolumeMo.Fee per Item Point of Purchase (POP) - 24 Locations Check Verification$ 750,000 1,20012$ 0.170 Credit Card - Utility Customer Service (Billing)$ 100,000 30012$0.015 + 0.015% Credit Card - All Others$ 300,000 5,70012$0.015 + 0.015% Debit Card - Utility Customer Service (Billing)$ 150,000 1,00012$ 0.015 Debit Card - All Others$ 60,000 1,00012$ 0.015 Mail Order/Telephone Order (MOTO) - 18 Locations Check Verification$ 150,000 35012$ 0.170 Credit Card$ 100,000 50012$0.015 + 0.015% Point of Purchase (POP) - Police Department only Check Guarantee$ 100 112$0.17 + 0.045% Credit Card$ 200 412$0.015 + 0.015% Debit Card$ 50 212$ 0.015 Mail Order/Telephone Order (MOTO) - Police Department only Check Guarantee$ 100 212$0.17 + 1.95% Credit Card$ 1,000 112$0.015 + 0.015% Internet Credit Card Transactions Municipal Court$ 130,000 50012$0.015 + 0.015% Utilities Customer Service (Billing)$ 4,300,000 20,00012$0.015 + 0.015% Building Inspections$ 50,000 15012$0.015 + 0.015% Library*$ 1,500 8012$0.015 + 0.015% Miscellaneous Chargebacks$ 2,000 812$ 5.000 Tempus Fees$ 0.400 PaymentMate Onboarding Fee52$ 149.000 Transarmor Fees$ 0.010 Payment Gateway Fees - Building Inspections Internet Payments$0.05 + $20/mo. Total Fees Cost of Equipment: Tempus Check Processing Equipment - CheXpress CX3054$ 359.00$ 19,386.00 Tempus Card Processing Equipment - Ingenico iSC25054$ 652.00$ 35,208.00 Tempus Card Processing Equipment - Swivel Stand54$ 85.00$ 4,590.00 Tempus Receipt Printer Equipment - Epson Thermal Printer54$ 219.00$ 11,826.00 $71,010.00 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Table of contents Executive summary .............................................................................. Scope of work & specifications ............................................................ Part 1: Debit/credit card processing ..................................................................... 16.System requirements ................................................................................ 2 17.Point of purchase equipment .................................................................... 2 18.Software updates ....................................................................................... 19.Telephone lines and internet..................................................................... 20.Reporting requirements ............................................................................ 21.Operations and technical support requirements ...................................... 22.Supplies/equipment .................................................................................. 23.Error detection .......................................................................................... 24.POP signage .............................................................................................. 25.Chargebacks and copy requests ................................................................ 26.Training and reference manuals ............................................................... 27.Escalation procedures ............................................................................... Part 2: Optional electronic check processing ..................................................... 1.Check conversion (verifications and guarantee) ...................................... 2.Check verification ...................................................................................... 3.Check guarantee ........................................................................................ 4.Technology requirements ......................................................................... 5.Point of purchase equipment ................................................................... 6.Escalation procedures .............................................................................. Attachment A ..................................................................................... Attachment B ..................................................................................... Attachment ....................................................................................... Attachment ...................................................................................... Attachment ..................................................................................... DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Attachment ...................................................................................... Appendix Merchant pricing and fees ................................................................................ Tab A TeleCheck, FD200 terminals, FD35 PIN Pad information.............................. Tab B Merchant reporting samples............................................................................ Tab C ® Wells Fargo Payment Gateway information .................................................. Tab D ..................................................................... Tab E Wells Fargo Payment Gateway integration methods ..................................... Tab F Mobile payments information .......................................................................... Tab G Implementation overview, what to expect ......................................................Tab H Wells Fargo Merchant Services response conditions........................................Tab I DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Executive summary City of Denton desires to partner with a payment services provider who’s responsive, and who will be a strong advocate for best practices and process improvements. You want a payment-processing partner who’s very knowledgeable about the regulatory and compliance environment surrounding merchant card and check payments. In today’s payments climate where customer account data security is at the forefront, The City desires to ensure that all of its payment channels are secure and that sensitive payment data isn’t stored on The City’s systems and not made accessible to unauthorized persons. Where The City decides to store payment information, say for autopays – the sensitive portion of the data should be stored within the merchant services provider’s environment in a secure vault. The City wants to ensure that all of its existing payment channels, that is, point of purchase, mail order/telephone order, and internet can be supported. In addition, The City desires that the payment- processing partner provide a vision as well as potentially implement pertinent emerging payment technologies such as EMV (smart card), NFC (near field communications) and contactless payments in line with evolving payment trends. Wells Fargo has the expertise, the resources, and the systems and technologies to deliver across all of The City’s requirements listed above and even exceed expectations. We distinguish ourselves in the marketplace, and will with The City, in our approach to ensuring that we capture opportunities to drive efficiencies, speed up cash flows, and reduce costs, all the while ensuring that risks are minimized. Wells Fargo will provide experienced resources across each component of the merchant services ‘spectrum’ in order to provide a pleasurable and sustained onboarding, and payment processing relationship with The City. Our implementation team will work to ensure a smooth transition through taking a project management approach while communicating regularly and effectively with The City’s internal stakeholders, and they’ll be succeeded by a dedicated merchant relationship manager who will take on the ‘reins’ of being a responsive advocate for the City in supporting your daily needs. Our processing and reporting systems are designed to provide visibility to The City on all aspects of the payments process that we control, and ‘actionable’ information will be readily available through our online reporting platform that will support management of processing fees to keep them minimized. It is our people, and our ‘relationship’ approach towards conducting our business that’s the hallmark of our uniqueness and competitive advantage. Top of mind for us is to do what’s best for our customers above all else. We’re excited at the prospects of serving The City’s payments processing needs today, and for the future. Our proposal, which follows, outlines our capabilities vis-a-vis your requirements. Please feel free to contact me directly regarding any aspect of our proposal and the solutions therein, and I look forward to the opportunity to present our solutions in person. Sincerely, Chichi Ogbuagu Vice President, Wholesale eReceivables Consultant (214)740-1304 phone chichi.ogbuagu@wellsfargo.com DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Scope of work & specifications Part 1:Debit/credit card processing 1.List any other applicable credit card charges, including information on discount rates, government rates, and MasterCard/Visa utility rates, also monthly maintenance, statement, software and minimum transaction fees. Only thecredit card charges listed on Attachment A and in this section will be acceptable in the monthly statement of charges. Like other merchant customers, controlling cost is an important initiative. Making sure you’re getting a competitive rate can sometimes be a challenge. That’s why Wells Fargo Merchant Services offers a low pricing structure, Interchange Plus Pricing. This pricing structure is a straight pass through of Payment Network costs plus a fee for transaction acquisition. It also makes your pricing transparent, allowing you to understand and compare rates across providers. Please refer to Appendix A for a detailed merchant pricing proposal. Additional information Interchange rates are governed by the Payment Networks and the rates change periodically. For the most current rates, please visit the following sites: Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus PIN Debit Networks Fee Schedule https://www.wellsfargo.com/biz/merchantdebitfees Servicefees Our Service Fee Program allows merchants who accept payments for qualified tax, non-tax, and higher education to charge a flat fee or a percentage of the principal transaction. Because this can offset the cost of accepting card and eCheck payments, you have the option to offer more payment channels. With this model, you receive funds for the qualifying transaction amount. The service fee is calculated based on the total transaction amount and forwarded to Wells Fargo Merchant Services. What you need to know Applies to all payment channels; face-to-face, telephone and mail order, and online Service fee is paid to Wells Fargo Merchant Services based on total amount due to the City Principal and fee post as two, separate transactions on payee’s statement Must disclose fee at time of sale and allow payee to cancel the transaction Must allow payment options to avoid service fee DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Conveniencefees Convenience fees, on the other hand, can be assessed in general industries and are applied as a “flat dollar amount”. Per the Card Network regulations, the Convenience Fee must be assessed for the “convenience” associated with the merchant’s payment mechanism. An example of this would be where a merchant is charging a convenience fee for allowing payments through the internet. We will work with the City to understand your plans for the use of a convenience fee model and talk through the technology options for the application and reporting of convenience fees. For more information on fees, see Appendix A. 2.Please describe how phoned credit card transactions will be handled. Terminal FD 200Ti/First Data 200Ti Wi-Fi Terminal With the First Data 200Ti/First Data 200Ti Wi-Fi, you can process credit, debit, and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a builtin check reader and imager that processes checks through the ® TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000. Business types supported Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2. For more information on Telecheck Electronic Check Acceptance (ECA), the EMV capable FD200 terminals and the FD35 PIN Pad, see Appendix B. Wells Fargo Payment Gateway For accepting card payments by phone, card information may be entered into the card machine, or Wells Fargo can provide the City with access to our payment gateway virtual terminal, which can process both card and ACH payments by phone. 3.Describe in detail how the City of Denton’s processing program will be operated on a day to day basis. Provide transaction flow diagrams whenever possible. Terminal As a leading merchant acquirer, we fully support the needs of our customers to accept a variety of payment types from consumers. We focus on the types of payments that are getting traction in the marketplace and only enable payments when we are confident that they are safe for our merchants and offer genuine value. Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Card swipe or contactless Our point-of-sale solutions include wireless and mobile payment terminals, allowing our customers to accept card payments in the field as well as through Wi-Fi. We also support contactless payment capability, which lets merchants accept payments from contactless cards and other emerging non-card based payment types such as mobile phone. Smart card We also process smart card (also known as Europay MasterCard Visa or mobile NFC) transactions and have specific equipment that can process these transactions. Wells Fargo Payment Gateway With our online gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. Below is a diagram showing the transaction flow for electronic checks through our Wells Fargo Payment Gateway service. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 4.Identify all subcontracts to be used for these services and what procedures will be used to monitor quality. We are a full service merchant provider and we rely on trusted partners. Wells Fargo partners with CyberSource, a Visa company, to offer our gateway service and TeleCheck for check processing. It’s important for customers to know they are working with a trusted provider who has experience and knowledge in the merchant services industry. With this knowledge and experience comes a deep-rooted understanding of your challenges and needs. Many customers like you have decided to work with Wells Fargo Merchant Services just for this reason. Here are some of the quality awards received within Wells Fargo Merchant Services and our team members. 2014: Discover Acquirer Marketing Excellence Award 2013-2010: Top Banking Team Award from the American Banker and U.S. Banker magazine. The Wells Fargo team has won this award four years in a row. 2011: Executive Vice President, Debra Rossi, received Distinguished Payments Professional award from the Electronic Transaction Association. She is the first woman to receive this honor. In 1993, Wells Fargo and First Data Merchant Services joined to create Wells Fargo Merchant Services, LLC. Wells Fargo Merchant Services offers completely integrated ® company, for the processing. Wells Fargo also partners with CyberSource, a Visa powering of our gateway service. Performance measurements Wells Fargo Merchant Services tracks a variety of performance measurements on a monthly basis. We continue to meet or exceed our established performance goals. Our records for meeting these performance levels for the previous quarter are included in the following table. Performance measure and goalDecember January February 201420152015 Authorization system availability 100% 100% 100% 99.95% net of scheduled outages 24 hours a day, 365 days a year Chargeback timeliness 100% 100% 100% 95% processed in five business days Retrieval timeliness 100% 100% 100% 98% processed in two business days Customer service average speed of 87.78% 91.65% 85.89% answer 85% of calls answered within 30 seconds POS Help Desk average speed of 16.02 22.62 23.32 answer (seconds) 30 seconds DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 5.Explain what back-up procedures will be established in the event of a problem at the City of Denton and with the Respondent. Secure platform Our processing platforms are fault-tolerant by design with sufficient redundancy and capacity to sustain a complete outage and still be able to process transactions. We achieve average up-time availability of more than 99%, own, and maintain two geographically diverse and operational data centers. Each site acts as a backup to the other by using network diversity and processor redundancy. Authorization network Monthly dial, backup testing Geographically distributed architecture so single-site failure has zero effect on authorizations Settlement network In-house backup site maintained in Omaha, Nebraska for disaster recovery to the settlement mainframe system Primary and secondary platforms are geographically distributed so a site failure will not affect customers Backup sites Wells Fargo maintains backup processing sites under contract; we test them annually as part of routine disaster recovery and business continuity plans. Our authorization network consists of numerous platforms installed in two geographically dispersed data centers located in Chandler, Arizona and Omaha, Nebraska. These data centers are interconnected by numerous and diverse Wide Area Network (WAN) carriers so that any system, data center site, or WAN failure should not interrupt processing. Relationship manager Wells Fargo Merchant Services will assign the City a merchant services relationship manager who is responsible for providing proactive account management and superior ongoing support. Your merchant services relationship manager will be your main point of contact. In the unlikely event, the City is unable to process transactions, your merchant services relationship manager will advise you of alternative processing procedures. You’ll likely receive alternative procedures through email. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Relationship team The following is a brief biography for your assigned sales team: Aaron Cook As your relationship manager, Aaron is Commercial Relationship Manager responsible for coordinating the team of specialists working on your banking relationship. He has over 15 years of public aaron.cook@wellsfargo.com finance experience as a commercial banker, 214-661-1245 investment banker, derivative marketer, and 877-402-4580 fax deputy director of debt management for two of the nation’s largest issuers of municipal debt. 1445 Ross Ave Aaron has worked with numerous issuers across 23rd Floor, Suite 2314 the country to implement and execute creative Dallas, TX 75202-2812 financing and treasury management solutions. While working for issuers of municipal debt, he oversaw the issuance of several billion dollars of long- and short- term debt for the Chicago Park District and the State of Illinois. Aaron holds a B.A. in political science from North Central College. Chichi Ogbuagu Chichi’s primary responsibilities include working Vice President with the Wholesale Treasury Management group Wholesale Merchant Solutions in implementing services for all non-cash Sales Consultant account receivable merchant products. Chichi brings more than 10 years of experience chichi.ogbuagu@wellsfargo.com in the areas of sales, business development, 214-740-1304 marketing, training, and customer service operations. 866-303-2563 fax 1445 Ross Ave Suite 300, 3rd floor Denton, TX 75202 Kathryn C. Kendrick, CTP Kathy is responsible for providing customized Vice President treasury solutions for the City. She is dedicated Treasury Management Sales to helping the City receive the most efficient Consultant and cost-effective treasury management solutions, in addition to keeping you abreast of new and enhanced treasury services and kathryn.kendrick@wellsfargo.com trends. 303-863-6257 Kathy has more than 20 years of experience 866-967-4765 fax with treasury management and is a member of the Rocky Mountain Association for Financial 1700 Lincoln Street Professionals. Kathy has the Certified Treasury 21st Floor Professional (CTP) designation. She received Denver, CO 80203 the Certified Cash Manager designation in 1996 that was later converted to the CTP designation. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Dixie Highfield, CTP Dixie works with your relationship manager to Relationship Associate help enhance the customer service experience. She serves as the liaison between you and the various departments of the bank and acts as a dixie.l.highfield@wellsfargo.com backup when your relationship manager is not 512-899-2082 in the office. 886-412-5798 Dixie brings more than 11 years of experience to her current position and more than 18 years 4801 Southwest Parkway of experience in banking. Dixie earned her Building 1 Certified Treasury Professional Designation in 1st Floor 2006. She is a member of the National Austin, TX 78735 Association for Financial Professionals and a past president of the Nebraska Association for Financial Professionals. Mary Beth Benton Mary Beth supports your treasury management Treasury Management Sales sales consultant and will assist you with any Analyst treasury management questions when Kathy is unavailable. marybeth.benton@wellsfargo.com Mary Beth brings more than 20 years of 972-599-4672 banking experience to her current position. She assists you directly with any items pertaining to the implementation of new services. 4975 Preston Park Blvd. Suite 350 Plano, TX 75093 . 6.Describe Respondent’s capability to meet the following requirements for internet, POPand MOTO. a.AAVS and CVVI verification required. Yes. We support both full and partial Address Verification Services (AVS) and we support Card Verification Value (CVV2). Internet Our internal systems are behind firewalls and in data centers protected by stringent physical security features. Access to all critical locations is controlled by a variety of access control systems, ranging from biometrics to CCTV and security guard monitoring. Data centers are equipped with central alarm systems, appropriate fire systems, secure server room architectures, and security personnel, among other features. Wells Fargo Merchant Services maintains the following security with merchant internet-based connections: Encrypted data between merchant and data center servers (Secure Socket Layer 3) Merchants provided with a mainframe access code and password Merchants required to change the password every 30 days Terminal For information on how the FD200 terminal supports card verification for card-not ®® present transactions for Visa (CVV 2), MasterCard (CVC 2) Discover, American Express, and Retail Address Verification service (AVS), see Appendix B. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Payment Gateway The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) b.Daily settlements based on Central Standard Time (CST). Funds must be available the same day, preferred, or next day. Deposits to the City’s bank account must be made daily and must reflect daily batch settlement totals. You can transmit settlement files at any time. To receive next business day funding to your Wells Fargo account, you must transmit settlement files by the established cutoff times. In the following table, we list the latest time that you can transmit Visaand MasterCard sales transactions in order to meet the settlement times. PlatformLatest transmission time (Central) CardNet 1:00 a.m. PayPal PayFlow Pro 8:00 p.m. on CardNet PayPal PayFlow Link 8:00 p.m. Gateway on CardNet Nashville 1:00 a.m. PayPal PayFlow Pro 11:00 p.m. on Nashville PayPal PayFlow Link 11:00 p.m. Gateway on Nashville Authorize.net 5:00 p.m. Gateway on Nashville FDI Global 11:00 p.m. The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will transmit settlement files to: Latest transmission time (Central) American Express 10:00 a.m. Discover Network*4:00 a.m. and 5:00 a.m. *Diners and JCB settlement files are processed through Discover Network. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G c.Must provide on-line reporting services allowing viewing capabilities of all transactions by Merchant Identification Number (MID). Service must allow exporting and downloading of all transactions for the City. You can view reports online and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level. Hierarchy levelDescription Lead Corporate level (corporate) Identifies if multiple chaining structures (Non-mandatory) are part of a large corporation. Allows entitled users to view reporting from Lead Corporate level down to Location level. Corporate level (chain)Identifies if the merchant structure is a (Mandatory for multiple outlets of same single chain or part of a corporation. company) Allows entitled users to view reporting from Corporate level down to Location level. Location level (outlet)Identifies that the merchant structure is (Mandatory for single-location at the Location level only and is not part merchants) of a chain or corporation. Allows entitled users to view Location level reporting only. . d. Must provide chargeback information by e-mail, fax and/or on-line application. Yes. As part of our online merchant reporting service, you can manage and respond to chargeback and retrieval requests with our chargeback management tool. Using the chargeback management tool, you can work your chargebacks and retrievals electronically and submit scanned images of the required sales documents, eliminating the need for paper files. In addition, you can have increased control and audit functionality over your back office workflow. e.Must provide internet gateway service. Wells Fargo Payment Gateway service Wells Fargo and CyberSource have collaborated to introduce the Wells Fargo Payment Gateway service powered by CyberSource. The Wells Fargo Payment Gateway service is a comprehensive receivables platform solution from a trusted provider that provides a single integrated platform, credit card and eCheck payment acceptance, international processing capabilities, and robust reporting. Our solution is PCI compliant. The Wells Fargo Payment Gateway can help: Improve the reconciliation process by providing matched reporting for Interchange and chargebacks Reconcile at the transaction level with the use of a unique transaction identifier and minimize reporting errors Tokenize payment information, eliminating the need to store the information on your servers Process in global currencies, allowing you to expand your sales channel into new markets Automate your reconciliation processing with a reporting Application Programming Interface (API) DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Further, our gateway service supports the following transaction types 24 hours a day, 365 days a year: Capture: Capture of any previously requested authorization. Capture with Verbal Authorization (Charge): Authorization obtained outside of the Wells Fargo Payment Gateway service (for example 800 authorization number) with capture using the Wells Fargo Payment Gateway service. Refund: Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. Account Updater: Account Updater integrated with the Wells Fargo Payment Gateway service is supported for records stored on file within the Wells Fargo Payment Gateway service. Account Updater is also available as a standalone application from the Wells Fargo Payment Gateway service. Our Wells Fargo Payment Gateway service can be integrated to work with any application that supports web services. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications already have interfaces compatible with the Wells Fargo Payment Gateway service’s core technical specifications. Electronic checks With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e- Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. Below is a diagram showing the transaction flow for electronic checks through our Wells Fargo Payment Gateway service. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Billing services With our gateway service, you have the option of providing electronic billing services to your customers with our Subscription services. Subscriptions are available in three varieties. You can create and modify all types of subscriptions with the Simple Order Application Programming Interface (API), in the Business Center, or with the Hosted Order Page. On-demand subscriptions You can store a payment amount with the subscription. At any time, you can send a request to bill the customer for an amount you specify and our Wells Fargo Payment Gateway service will retrieve the necessary subscription information and use it to process the payment. Installment subscriptions Use an installment subscription when you want to process a specific number of regular payments. For example, you might offer a product that costs $75.00, and the customer pays three payments of $25.00 each. An installment subscription has all the on- demand subscription information as well as this additional information: Number of payments Collection amount Frequency for collecting the payments: weekly, monthly, and so on Start date for collecting payments For installment subscriptions, the Wells Fargo Payment Gateway service creates a schedule based on the subscription information and automatically bills the customer according to the schedule. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Recurring subscriptions Use a recurring subscription when you offer an on-going service that has no specific end. For example, you might offer an online service to which the customer subscribes and pays a monthly fee. A recurring subscription has all the on-demand subscription information as well as this additional information: Collection amount Frequency for collecting the payments: weekly, monthly, and so on Start date for collecting payments For recurring subscriptions, the Wells Fargo Payment Gateway service creates a schedule based on the subscription information and automatically bills the customer according to the schedule. Tokenization Our gateway service supports tokenization of card data. This provides PCI security for card data “at rest” within the merchant’s servers by removing payment card information from the merchant completely, replacing the Primary Account Number (PAN) with a “token.” This token is then associated with the transaction and original card number for the life of the record. Fraud controls Additionally, when you use our online gateway service you have a powerful fraud prevention tool at your disposal. The Decision Manager service within our gateway is an optional administration dashboard that provides you with an automated and streamlined fraud management operation. This service uses global validation services, the business-user rule management console, and case management. Decision Manager makes it easy to adopt and manage fraud at a completely new level. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: Access to over 150 global validation tests and services Device fingerprinting Velocity monitoring IP Geolocation Multi-merchant transaction histories/shared data Global telephone directories Global delivery address verification services Positive and negative list AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) Custom fields for your own data We’d like to discuss this fraud tool with you in detail. There are many different ways that you can set this tool up to help you fight fraud. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Secured storage Process payments without storing or handling sensitive account data Achieve payment security (PCI) certification faster and easier Increase consumer trust and reduce brand risk Protect your company from costly consumer notification requirements Supports all payment actions and checkout models Protects you from risk but doesn’t restrict payment flexibility or custom interaction with your systems Supported payment actions and checkout models include: Recurring billing, installment billing One-click buy Settlement and partial settlement Re-authorization Credit and partial credit One-time transaction Reporting and reconciliation Our Wells Fargo Payment Gateway service provides enhanced reporting tools that allows you to reconcile payments through all aspects of the payment cycle, including chargebacks and returns. You have the ability to view and search for all aspects of each transaction through a streamlined online interface, or you can integrate payment data into its own system using industry standard Web technologies. Additionally, with the use of the merchant defined field within our gateway service, you can speed up and simplify your reconciliation process. This merchant defined field is in all your report files and can be directly uploaded to your ERP system for automatic reconciliation. Reports can be generated weekly or monthly in CSV, XML, Excel, or PDF format (or programmatic download). You can also have report information automatically loaded to your financial systems through an API (Application Programming Interface) connection. Standard reports through our gateway service include the following information: Summary of transactions, including authorizations, captures, and more Currency and payment method used for payment transactions Amount and count of payment transactions by payment method and by currency Events related to certain types of payment transactions Detailed information about payment and risk transactions International capabilities With our gateway service, we support local dollar funding (authorizing, settling, and funding in local currency) for U.S. and Canadian dollars. Local currency processing is available for Euros, Yen, and Australian and Hong Kong Dollars. U.S. Dollar funding (the cardholder pays in local currency) is supported for 140 currencies worldwide. International processing is also contingent on the POS system’s capabilities. Funding per currency is displayed in the table below. Interchange fees for local currency funding is netted daily and is based on U.S. Interchange rates or local Interchange rates, if eligible. Merchant account, gateway processing, and U.S. Dollar funding fees (including Interchange) are billed the following month. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 12 Funding currencyCard typesWells Fargo Non-Wells Fargo 3 accountaccount USD Visa, MasterCard, Next Business Day 2 -3 business days and Discover Network Full Service CAD Visa and MasterCard4 business days 4 -5 business days GBP Visa and MasterCard4 business days 4 -5 business days EUR Visa and MasterCard4 business days 4 -5 business days AUD Visa and MasterCard4 business days 4 -5 business days HKD Visa and MasterCard4 business days 4 -5 business days JPY Visa and MasterCard4 business days 4 -5 business days 1 Funding timelines applicable to all transactions processed prior to 11:00 p.m. CT settlement cutoff. 2 Wells Fargo is unable to quote American Express and non-Discover Network Full Service as they provide their own funding schedules outside of the Wells Fargo environment. 3 Wells Fargo will remit funds to a non-Wells Fargo Account on the fourth business day. However, depending on the financial institution, they may not fund your account until the fifth business day or later. Our experience is most funding occurs within five business days. 7. Describe how Respondent will notify payer of the dollar amount of all payments and obtain the payer’s approval (electronic or otherwise) of such payments prior to initiating credit and/or debit authorizations. Terminal The buyer would be aware of the purchase price at the time of purchase. Wells Fargo Payment Gateway Through our gateway service, the customer is prompted through each step of the payment making process. The breakdown of the payment is clearly displayed for the customer to decision before they make a payment. 8.Describe how Respondent will provide payers with electronic confirmation of payment transactions. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Once the transaction is approved, the customer would get a copy of the transaction receipt. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Once the transaction is approved, the customer would get a copy of the transaction receipt. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Payment Gateway Confirmation of payment is provided through the Wells FargoPayment Gateway service. The payment confirmation page can be customized with the City’s look and feel. A similar error page can be displayed if there is a problem processing the payment. An example confirmation page is provided on the following page. Additionally, an email confirmation can also be provided. An example email receipt is provided below. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 9.Describe how Respondent will electronically transmit all card transactions to the appropriate card processing center, in real time, as the transactions occur, and balance and reconcile electronically captured transactions on a daily basis. Terminal We support a wide range of transmission methods, including batch and real-time for MPLS, satellite (VSAT), Internet Protocol Network (IPN), dial-up, internet, and wireless. Our networks and systems have established performance parameters, but transactions also flow through the Payment Networks (Visa and MasterCard), issuing banks, third- party processors, and the merchant’s systems and networks. With that, we can only report on response times within our own systems. However, some merchants have provided us with their observed response times, and we have done testing to give us an indication of what to expect. Based on internal measures, merchant feedback, and testing observations, you can expect average responses times as indicated in the following table: Authorization methodPeak response timeOff-peak response time Dial-up 8 –9 seconds Internet 2 – 3 seconds2 –3 seconds MPLS 2 – 3 seconds2 –3 seconds VPN 2 – 3 seconds2 –3 seconds . Wells Fargo Payment Gateway Real-Time Authorization Flow Cycle Cardholder presents a card to pay for their purchases. For card-absent transactions, the cardholder provides the merchant with the account number, expiration date, billing address, and CVV2. Merchant swipes the card, enters the dollar amount, and transmits an authorization request to the merchant bank. For card-absent transactions, the account number and other information may be digitally or key-entered into the gateway service. Wells Fargo electronically sends the authorization request to the Payment Network. Payment Network passes on the request to the card issuer. Card issuer approves or declines the transaction. Payment Network forwards the card issuer’s authorization response to us. We forward the response to the merchant. Merchant receives the authorization response and captures the transaction using the gateway service. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Settlement and funding Gateway service settles the capture at 11:00 p.m. CT. Wells Fargo credits the merchant’s account and electronically submits the transaction to the Payment Network for settlement. Funds are available the next business day to a Wells Fargo Demand Deposit Account (DDA) for U.S. Dollars and four business days for local currencies.*,† *Funding to a non-well Fargo DDA may take longer to process. †American Express and Discover Direct will also take longer to fund, regardless of where the deposit account is located The City can always access details about transactions sent to Wells Fargo Merchant Services for authorization and settlement through our online merchant reporting tool. At the end of the day — or whenever is best for your business — transactions are sent for final settlement to the cardholders’ financial institutions. Once settled, we deposit this batch total to your account and report it on your merchant statement. The batch detail report contains both the summary batch information as well as the detail batch information including learner, payment type, and date. Account reconciliation Reporting is available online the next business day . DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 10.Describe how Respondent will retain credit authorization logs and transaction records for such period of time as required by applicable law and the rules, regulations and operation procedures of the respective card organizations, and records shall contain the following information: transaction type, date and time of transaction, City account number, and card’s account number and expiration date, card holder’s name, dollar amount of transaction and approval code. Yes. We can accommodate all of the City account information storage requirements with our online merchant reporting system. You can access detailed historical information and historical summary reports about sales, refunds, and chargebacks. You can view all reports through the dashboard or through the scheduled report option. The following table illustrates the time frame for the storage of your historical data: Detailed information or reportNumber of months available Batch summaries 13 months + current month Cardholder detail 6 months + current month Authorization list and detail 6 months + current month Chargeback lists 5 months + current month Chargeback detail 6 months + current month Checking account transfers 6 months + current month Online outlet statement 5 years Financial history 13 months . 11.Provide City of Denton with logos, graphics, and other appropriate marketing materials for citizen communication in English and Spanish. Once we have opened and activated your merchant account, you will receive a complimentary Welcome Kit with supplies to help you get started. The kit includes card payment network decals (Visa, MasterCard, Discover, and American Express), receipt roll paper, sales drafts, and credit slips. When you need to refill or order more supplies, call our Merchant service customer service number 1-800-451-5817 and they will help you get what you need for your specific business and equipment, and they will discuss any costs with you. While we do not offer a Spanish Welcome Kit at this time, Wells Fargo Merchant Services has Spanish-speaking team members in our customer service, Point-Of-Sale, and chargeback phone centers. In addition, we use the services of the AT&T Language Line for immediate, online interpretation and translation in 140 languages. We do not provide advertising allowances. 12.Provide City of Denton with monthly reports (in a mutually agreed upon format) summarizing use of the services for the applicable reporting period. Sample report must be included in this proposal. Yes. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. For samples of merchant reports, see Appendix C. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 13.Provide internet payment service in both English and Spanish. Wells Fargo Merchant Services has Spanish-speaking team members in our customer service, Point-Of-Sale, and chargeback phone centers. In addition, we use the services of the AT&T Language Line for immediate, online interpretation and translation in 140 languages. Web pages can be designed to accommodate Spanish language preference. 14.Explain how the Respondent will handle any copy requests or chargebacks for the City of Denton. Chargeback support You can work with your merchant services relationship manager for help with managing chargebacks. You will receive guidance and support in managing and collecting the correct paperwork needed for chargeback reversals and dispute resolutions. Cardholders Because the cardholder dispute process differs depending on the card issuer, cardholders work directly with their respective credit card company to resolve a dispute or chargeback. Merchants Once you receive a chargeback advice request, you have 20 calendar days to fax a clear and legible copy of the sales record. If you’ve already issued a credit, you must respond to the chargeback notice by sending a copy of the credit record, including the date and the amount that the cardholder account was credited. To dispute a chargeback, you must provide a clear copy of the sales order showing: Date of original sale or credit Cardholder’s account number and name Description of goods and services Total amount of the sale Total amount of the chargeback Date of authorization and approval code Dated cover letter detailing the reasons for requesting a review of the chargeback Supporting documentation such as an Address Verification Service (AVS) code, delivery confirmation, or any correspondence with the cardholder If the documentation is received within reversal time frames and the dispute warrants a reversal of the chargeback to the card issuer, we will return the item to the card issuer, and your account will be credited. Dispute Manager ® As part of our online merchant reporting tool, BusinessTrack, you can manage and SM respond to retrieval requests and chargebacks with Dispute Manager. Dispute Manager is an online chargeback management tool that lets you work chargebacks electronically and submit needed sales documents through scanned images. Dispute Manager offers chargeback and retrieval processing and management in a highly secure and automated, online environment. Dispute Manager lets you work chargebacks and retrievals online, reducing the time and expense of faxing and mailing, and eliminating the need for paper files. In addition, this service provides you increased control and audit functionality over your back office workflow. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Benefits Save time — Streamline your chargeback and retrieval management process with this automated system Be more independent and efficient — Manage cases online for faster and easier dispute resolution Enhance your financial power — Control workflow in the back office in real time, and increase your audit functionality Decrease losses — Respond quickly to retrieval requests and decrease the possibility of a chargeback resulting from a non-response Streamline reconciliation — Download information for easy analysis Reduce costs — Save on mail and fax expenses, and gain efficiencies through better time management and financial controls 15.Red Flag Act Rules and Fair & Accurate Credit Transactions (FACT) Act. The Respondent is required to comply with the Red Flag Rules and the FACT Act. The Respondent must ensure that all nonpublic personal customer identity information provided by the City remain confidential by maintaining safeguards for the information received. The Respondent will not disclose or use such information for any purpose other than is reasonably necessary to fulfill the purpose for which such information was provided by the City or otherwise permitted by applicable laws. A signed service provider acknowledgement must be completed in conjunction with the Respondent Services Contract. Wells Fargo Merchant Services has designed procedures, standards, and technology to protect the City’s information at every transaction level. We adhere to a strict policy to safeguard the privacy of our customers. To highlight our commitment to privacy: We do not sell our customers’ information to third parties We do not share customer information with third parties who have an interest in marketing to your organization We give you a choice of how you want your information to be shared within the Wells Fargo family of companies DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 16.System requirements a.Point of Purchase (POP) processing terminals for handling electronic check verification and/or guarantee, and batching and debit or credit card authorizations are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (Preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Respondent software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling both card-present, and card-not-present transactions and associate each with the correct fee schedule. Terminal: Check acceptance for the electronic age Card present FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. With the First Data 200Ti/First Data 200Ti Wi-Fi, you can process credit, debit, and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a builtin check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000. Card not present The FD200 terminal supports card verification for card-not present transactions for Visa (CVV 2), MasterCard (CVC 2) Discover, American Express, and Retail Address Verification service (AVS), see Appendix B. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. The terminals are software based so the updates are maintained for you. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. Our gateway service supports the following transaction types 24 hours a day, 365 days a year: Authorization Real time, including $0.00 authorizations for Visa card and $1.00 authorizations for all other card types. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Capture Capture of any previously requested authorization. Capture with Verbal Authorization (Charge) Authorization obtained outside of the gateway service (for example 800 authorization number) with capture using the gateway service. Refund Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids Voids capture transaction prior to the gateway settlement cutoff time of 7:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Account Updater Account Updater integrated with the gateway service is supported for records stored on file within the gateway service. Account Updater is also available as a standalone application. For information onTelecheck Electronic Check Acceptance (ECA) service, see Appendix B. For information on our Wells Fargo Payment Gateway, see Appendix D. b.Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location >> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reportingshould be web-based, and accessible in real-time. Transaction data should be captured either locally on City provided database and hardware platforms or remotely at the Respondent’s location as long as reporting needs are effectively met. Yes. We can meet all of the City’s reconciliation requirements; we offer 100’s of reporting options including customized reports. Our reports are available online and with real time information. 17.Point of purchase equipment a.Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. Terminal Software upgrades are updated and maintained for you at no charge. We recommend that the City use the FD 200 terminal, which does both card, and check plus the FD 35 EMV pin pad to support smartcard or contactless payments. Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: Your account is active and processing through Wells Fargo Merchant Services The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. The City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. Terminal with an integrated printer: $225.00 FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For detailed pricing, see Appendix A. For more information on the EMV capable FD200 terminals, the FD 35 EMV pin pad to support smartcard or contactless payments see Appendix B. Wells Fargo Payment Gateway Our services are internet based and all software upgrades are updated for you and at no charge to the customer. For detailed pricing, see Appendix A. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G b.Debit/Credit Card Terminal – Industry standard hardware utilizing 3-track magnetic stripe reader, integrated PIN pad and display unit with COM or USB (Preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Terminal must be EMV capable (contact/contactless). Terminal should have the ability to be placed within the customer’s reach for transaction processing so as to afford the customer the added security benefit of card retention. Terminal display would be programmed with all relevant customer prompts and responses so as to minimize cashier instruction. Terminal For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. c.Receipt Printer – Industry standard thermal printer hardware using Parallel, COM or USB (preferred) communication to connect to current Microsoft Windows-based desktop computer. Receipt would provide the following information for all transactions: (1) credit cards - City logo or name, department, address, phone number, operator, transaction date and time, card holder’s name, last four digits of card used, transaction amount, approval code, other City required data, and signature line. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Receipt Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs. Wells Fargo Payment Gateway Our easily assessable online gateway solution provides confirmation of payment be provided through the Wells FargoPayment Gateway service. The payment confirmation page can be customized with the City’s look and feel. A similar error page can be displayed if there is a problem processing the payment. An example confirmation page is provided on the following page. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Additionally, an email confirmation can also be provided. An example email receipt is provided below. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 18.Software updates a.The City expects that software “bugs” will be addressed within a reasonable and fair time frame under the basic maintenance agreement held with the Respondent. A software “bug” is defined as a glitch, anomaly, or other reproducible condition that materially affects the proper operation of the software as designed, and prevents the City from using the software as intended. Terminal The terminals are software based so the updates are maintained for you. Wells Fargo Payment Gateway Our gateway is completely software based so all of the updates are done for you. b.The City may request additional features or functionality during the duration of the contract. City and Respondent will agree whether these enhancements constitute a material change above and beyondwhat is covered under the standard maintenance agreement for the software. In the event that the changes represent a billed-for service, the City will have the option to purchase the enhancement, and incorporate the ongoing support for that enhancement aspart of the standard maintenance agreement. We agree. c.Respondentis responsible for ensuring that their software functions on current mainstream desktop computers. This includes hardware not to exceed 4 years in age, and the current public release of the Microsoft Windows desktop operating system for business and professional use with all required security patches installed. If the client software is deployed in a browser, it must be compatible with the current retail release of Microsoft Internet Explorer(Internet Explorer II)with all required security patches installed. It is the Respondent’s responsibility, under the terms of the maintenance agreement, to resolve issues arising from the application of critical Microsoft patches that may interfere with the proper operation of the Respondent’s software. Terminal The suggested terminals are software based, so the updates are maintained for you and require minimal involvement from the City. We do not charge for software or for software upgrades. Wells Fargo client services, technical support, and terminal support are available to the City 24 hours a day, 365 days a year. Your merchant services relationship manager is available to assist you as well. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. d. City is expected to have access to new releases of software free of charge under the terms of the annual maintenance agreement. Terminal The suggested terminals are software based, so the updates are maintained for you and require minimal involvement from the City. We do not charge for software or for software upgrades. Wells Fargo client services, technical support, and terminal support are available to the City 24 hours a day, 365 days a year. Your merchant services relationship manager is available to assist you as well. Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. 19.Telephone lines and internet a.None of the peripherals used in any solution will use a conventional telephone line to process transactions; all transactions will be handled over the internet. In the event that internet processing is unavailable, transactions will be queued for processing at such time as Internet connectivity is restored. This queuing process may be manual, or integrated into the software (preferred). Provide an explanation of how face-to-face credit card transactions can be authorized and then processed later in the Respondent software. Yes, we fully support this function. First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs. FD200 terminals support contactless payment technology with the appropriate peripheral. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Payment Gateway Yes, we can fully support this function. Further, our gateway service supports the following transaction types 24 hours a day, 365 days a year: Capture: Capture of any previously requested authorization. Capture with Verbal Authorization (Charge): Authorization obtained outside of the Wells Fargo Payment Gateway service (for example 800 authorization number) with capture using the Wells Fargo Payment Gateway service. 20.Reporting requirements a.The City of Denton will require on-line access to daily funding notices, exception items and weekly and month-end summary reports. One hard copy of each report must be sent to the City of Denton by U.S. mail to the attention of the Assistant Director of Finance. The daily funding notice must also be faxed or e-mailed each day. The City of Denton has a tiered account structure and reports and transaction information must be accessible within each tier. Yes. We can meet all of the City’s reconciliation requirements; we offer 100’s of reporting options including customized reports. Our reports are available online and with real time information. For more information on our reporting options, please see the response to section #20 b., see below response. b.For this proposal, describe the contents and distribution frequency of all of the reports that will be provided to the City of Denton. Sample reports must be included in the proposal. Getting the information you need when you need it, is important to many businesses like yours. That’s why you can access your payments-related data quickly and easily with our online merchant reporting tool, BusinessTrack. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Reports available ® The ClientLine reporting tool features six types of Sales and Funding reports. Report nameDescription Transactions Transactional reports for reconciling to a POS or looking at overall transaction volume Bank Deposits Funding reports for reconciling to your bank account Adjustments Deductions made from your total sales (chargebacks, fees, Interchange charges, etc. Refunds Refund data for monitoring of potential fraud Debit Suspense*Authorized PIN debit transactions for which payment could not be received from the issuer *applicable only to merchants accepting PIN debit Today’s Data*Total funding amount to be paid today *applicable only to merchants set up for same funding . The Report Wizard lets you custom build each report to your own specifications. Please refer to the Appendix C for our merchant services standard reports, including detail and summary reports. How it works Rather than waiting for a report, you conduct the analysis that suits you, exactly when you need it. The City can select from more than 100 available reports or create your own by choosing which fields to include, from a comprehensive database that includes the processing of gift cards, checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. You decide what information you need to manage your business. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Features Standardized, web-based reports that give you access virtually any time to payment processing information Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees Detailed reports for drilling down into specific locations, transaction types, adjustments, and more Summary information for up to 13 months Query builder to construct reports based on selected fields, across selected merchant locations Reporting that can be emailed or faxed wherever you need Credit, debit, and gift card activity summaries for any selected time period Dispute reporting to help you manage chargeback and retrieval expenses Help your organization Access payment processing information 24 hours a day, 365 days a year Reduce calls to customer service departments Drill down into funding events and reconcile total sales Create reports and schedule their distribution You can visit www.BusinessTrack.comfor an online tour. 21.Operations and technical support requirements a.The processing system provided must be fully automated and easy to use. Describe in detail how the program will be operated on a day-to-day basis. Additionally, explain what back-up procedures will be established for each item. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway With our service, you can easily manage payment risk and streamline your online payment processing channels. Implementing our service puts a secure, flexible, and PCI-compliant processing environment at your fingertips. You’ll have a single source for multiple payment options, report and reconciliation services, and tools to reduce transaction risk and manage fraud. Combine this with a Wells Fargo deposit account, and you’ll have access to next-business- day funding of your card payments. Our comprehensive receivables solution is powered by CyberSource and provides an integrated platform for credit card, debit card, and eCheck payment acceptance. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Features and benefits With our gateway solution, the City can: Reduce your PCI scope as our gateway solution securely stores payment data Tokenize payment information for greater security and reduced risk of exposure Automate the fraud screening process using our fraud management tool and you only need to review orders that meet your criteria for manual review Automate and speed up your reconciliation processing with a reporting Application Programming Interface (API) Minimize reporting errors at the transaction level with the use of a specific transaction identifier Speed up the reconciliation process with matched reporting for Interchange and chargebacks Expand your sales channel to new markets with global currencies processing It’s easy to integrate any application that supports web services with our gateway. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications, already have interfaces compatible with our gatewayservice’s core technical specifications. Backupsites Our processing platforms are fault-tolerant by design with sufficient redundancy and capacity to sustain a complete outage and still be able to process transactions. We achieve average up-time availability of more than 99% and own and maintain two geographically diverse and operational data centers. Each site acts as a backup to the other by using network diversity and processor redundancy. Authorization network Monthly dial, backup testing Geographically distributed architecture so single-site failure has zero effect on authorizations Settlement network In-house backup site maintained in Omaha, Nebraska for disaster recovery to the settlement mainframe system Primary and secondary platforms are geographically distributed so a site failure will not affect customers Wells Fargo maintains backup processing sites under contract; we test them annually as part of routine disaster recovery and business continuity plans. Our authorization network consists of numerous platforms installed in two geographically dispersed data centers located in Chandler, Arizona and Omaha, Nebraska. These data centers are interconnected by numerous and diverse Wide Area Network (WAN) carriers so that any system, data center site, or WAN failure should not interrupt processing. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G With our highly redundant, server-based processing platforms, backup disaster recovery services have never been used as of October 2015. 22.Supplies/equipment a.It is critical that the Respondent provide the City of Denton with the necessary equipment and supplies for this program. Describe the entire process in detail and include: We recommend that the City use the FD 200 terminal which supports card and check processing and the FD35 PIN pad attachment which supports PIN debit, contactless, and smartcard/Chip card payments Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: Your account is active and processing through Wells Fargo Merchant Services The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. Terminal with an integrated printer: $225.00 FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For information on the EMV capable FD200 terminals with TeleCheck and the FD 35 EMV pin pad, that supports smartcard, contactless payments and mobile wallet payments see Appendix B. i.What equipment/supplies will be needed? We recommend that the City use a combination of the new FD 200Ti/First Data 200Ti Wi-Fi terminals with the FD35 PIN pads and our Wells Fargo Payment Gateway virtual terminal option. For information on the EMV capable FD200 terminals with TeleCheck and the FD 35 EMV pin pad. That support smartcard, contactless payments and mobile wallet payments, see Appendix B. For more information on Mobile payments, see Appendix G. For more information on our gateways service, see Appendix D. ii.Who should order them and how? You can order supplies by contacting either your merchant services relationship manager or our Wells Fargo Merchant Services Supplies Desk at 1-800-451-5817. iii.From whom and where they are to be ordered? Wells Fargo Merchant Services Supplies Desk at 1-800-451-5817. iv.What time schedules should be used for placing orders? Most items are well stocked and ship out within 48 hours. v.Please list the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondentmay desire to propose to the City. For detailed pricing information, see Appendix A. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 23.Error detection a.It is important that the Respondentdoes everything possible to identify errors for the City of Denton. Describe actions the Respondentwill take to identify and correct errors.Include how different errors will be handled such as interchange rates, late daily settlements, etc. Also include methods for notifying the City of Denton of these errors and advise what level of support front line custodians will be provided during all business hours. Your merchant services relationship manager will be your main contact for customer service. They will work closely with the City in correcting any errors and executing and account or transactional reviews needed to ensure that the City’s accounts are up and running smoothly. Reporting options We offer daily reporting that provides the ability to delete transactions that did not settle as well as Interchange Rate Analysis, which identifies transactions with higher processing costs. You can also call our customer service unit. Our customer service line is provided in-house and in association with our processing partner, First Data Merchant Services. From coast to coast, you have access to customer services team members who are available to help you. You will have an annual business review with your merchant services relationship manager. We customize this meeting to meet your needs and we can schedule it as often as you need. The main topics covered include: Processing volume Chargebacks Interchange qualification and optimization Industry trends and patterns New products and services 24.POP signage a.Identify the requirements regarding POP signage and formats for mail-in forms. Please describe as much of this information as possible. Once we have opened and activated your merchant account, you will receive a complimentary Welcome Kit with supplies to help you get started. The kit includes card payment network decals (Visa, MasterCard, Discover, and American Express), receipt roll paper, sales drafts, and credit slips. When you need to refill or order more supplies, call our Merchant service customer service number 1-800-451-5817 and they will help you get what you need for your specific business and equipment, and they will discuss any costs with you. We do not provide advertising allowances. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 25.Chargebacks and copy requests a.The City of Denton expects to maintain transaction copies. Please explain requirements that must be followed regarding these receipts and the penalties for not doing so. Explain how the Respondentwill handle any copy requestsor chargebacks for the City of Denton. The City of Denton expects the Respondentto fully represent its position in the event of any type of dispute with one of the card companies. Processes are based on individual regulations by card type and take into account various merchant configurations and processing needs. Based on rules and regulations, we provide substitute draft processing. This fulfills retrieval requests with required data elements, when applicable, and eliminates unnecessary retrieval requests. In these instances, we respond on our merchants' behalf. In order to properly fulfill the request, you must: Make a legible copy of the original sales draft Make a copy of any agreements or order forms, where applicable Make a copy of the credit draft if credit has already been issued Write the case number from the retrieval request on each page of the request Fax, mail, or submit online all copies of the retrieval request, as appropriate For retrieval requests that we cannot fulfill, you have 20 calendar days to respond. We can process your request if your response is received after this timeframe, as long as it is still within the Payment Networks timeframe. The timeframe is typically 20 to 30 days and dependent on the respective card issuer. The turnaround time for ticket retrieval requests varies based on the specific card issuer and the reason for the request. 26.Training and reference manuals a.It is the Respondent’s responsibility to ensure that the City of Denton staff is thoroughly trained before the program launch will be considered final. Describe the requirements for installing and using the equipment. Include explanations of time, skill, and resource requirements. Describe any manuals, videos, or other materials that will be provided; if possible provide samples. Initial new merchant training Once the conversion is complete, your implementation project manager and wholesale implementation management team will properly train you and your staff on any new systems installed and any new or changed processes. Then, after a month of processing, your implementation project manager will review your account to ensure your transactions are processed according to plan and are qualifying at the appropriate Interchange levels. This person will then make any necessary adjustments. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Ongoing training With your account setup complete and your transactions processing correctly, the implementation project manager will transfer the relationship to your merchant services relationship manager. Your merchant services relationship manager will be in regular contact with you through conference calls and will be there to help you handle any payment processing service issues, pricing questions, product consultations, and industry inquiries as often as the City needs. He or she will also provide information on new technology, modifications and improvements, and significant industry changes. There is no cost for ongoing training. Updates and dissemination of industry changes Wells Fargo Merchant Services works closely with government agencies and the Payment Networks in order to maintain compliance with all legal and regulatory requirements. Your merchant services relationship manager will make a best effort to communicate upcoming regulatory or compliance changes and work with you to obtain the most current training material; however, we do not assume responsibility for the compliance of the City beyond the initial boarding process. Maintaining compliance and staying abreast of compliance changes is ultimately the responsibility of the City. New product and system releases Should the City choose to implement any new services, your implementation project manager will work with you and your staff on training of new systems or software. For any system releases or updates that impact processes, your merchant services relationship manager will work with you and your staff to understand process changes related to the release or update. 27.Escalation procedures a.Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementationprocess and for situations that may occur once the program is fully operational. Yes. In addition to your Wells Fargo treasury management and commercial banking teams, you will be assigned a merchant services relationship manager. This person will be your main contact for your merchant service customer service needs, including day-to-day communication and issue resolution. Your assigned merchant services relationship manager will be in regular contact with you and is there to help you with all aspects of your card processing, including providing information on: New technology Modifications and improvements Significant industry changes DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Your merchant services relationship manager’s main responsibilities include: Communicating and helping you understand PCI DSS requirements Handling research requests Monitoring for spikes in Interchange downgrades and chargebacks Activating new locations Reviewing pricing and initiating contract renewals Discussing benefits of upgrading equipment If your assigned merchant services relationship manager is out of the office, a backup will be assigned to cover your account. The backup will be identified on your merchant services relationship manager’s voice mail and email. In addition, you can contact the relationship management team’s area manager for urgent issues or requests. Additionally, if the need for escalation arises, your merchant services relationship manager will involve the appropriate and necessary parties in order to resolve your issues. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Part 2:Optional electronic check processing 1.Checkconversion (verifications and guarantee) a.Provide a service that converts paper checks into electronic items at the point of purchase and accounts receivable environment (POP & MOTO) and initiate a direct ACH deposit of funds into the City’s bank account. Converted checks will either be verified or guaranteed depending on location within the City. Explain the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically: Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time- consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Wells Fargo Payment Gateway Yes. With our gateway service, you can accept electronic check payments. When your customers submit their payment information, the service automatically checks for proper routing and transit numbers, as well as account number structures — all in real time. Our service takes the check information and prepares a NACHA file for further ACH processing. With our Wells Fargo ACH services, we route the files to the appropriate financial institutions for debiting of your customers’ bank accounts. This feature allows the City to receive their payments much faster than traditional paper check payments. The gateway service supports four ACH payment types: WEB: Single and recurring consumer debits initiated through the internet TEL: Single consumer debits initiated through telephone CCD: Commercial debit and credit entries PPD: Consumer credits and debits authorized by signature Wells Fargo Merchant Services can offer the following related services: ® The Wells Fargo Perfect NOCservice compares all transactions against previously received notifications of change (NOC) and automatically updates any outdated information. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G b.Explain the check conversion process and any requirements for the City in handling or retaining voided or electronically processed checks. Terminal The FD200 terminal automatically voids ECA approved checks. This terminal features a builtin check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000, provided the check meets all necessary warranty requirements for electronic acceptance. In addition to substantially lowering the merchant’s risk, customers’ personal information is protected too, because approved checks are returned to the check writer after scanning. Electronic Check Acceptance eliminates the need for time-consuming trips to the bank to deposit paper checks. Electronically processed checks are typically funded to the merchant’s DDA within two to three business days. Wells Fargo Payment Gateway Using the Wells Fargo Payment Gateway service, you can accept electronic checks as a form of payment from your customers. When paying by electronic check, your customers will provide their bank account information to you for transmission to the Wells Fargo Payment Gateway service. The Wells Fargo Payment Gateway service will then create an Automated Clearing House (ACH) item based on your transaction information and submit it to the Wells Fargo ACH service for processing. Information about the electronic check items is presented in your Wells Fargo Payment Gateway reports alongside other payment types. ACH origination You will need to become an ACH originator through Wells Fargo ACH in order to accept electronic check transactions. To qualify for ACH origination, you must be pre-approved and sign an ACH Service Agreement. By signing the ACH Service Agreement, you agree to comply with National Automated Clearing House Association (NACHA) guidelines. For details about NACHA rules, refer to the ACH Rules Corporate Edition, which you can find on the NACHA website at http://www.nacha.org. In addition to the Wells Fargo ACH agreement and NACHA rules, your ACH transactions may also be subject to other laws and regulations, such as Regulation E, Uniform Commercial Code, Regulation CC, and state laws. Consult with your legal counsel to confirm the laws and regulations with which you must comply. Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G c.Must provide daily settlement of the City’s transactions in accordance with City’s approved procedures and time periods. Cash receipts in the settlement account must reconcile with the submitted batch report each day. In the following table, we list the latest times that you can transmit sales transactions to meet the settlement times. PlatformLatest transmission time (Central) CardNet 1:00 a.m. PayPal PayFlow Pro 8:00 p.m. on CardNet PayPal PayFlow Link 8:00 p.m. Gateway on CardNet Nashville 1:00 a.m. PayPal PayFlow Pro 11:00 p.m. on Nashville PayPal PayFlow Link 11:00 p.m. Gateway on Nashville Authorize.net 5:00 p.m. Gateway on Nashville FDI Global 11:00 p.m. The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will also transmit settlement files to: Latest transmission time (Central) American Express 10:00 a.m. Discover Network 4:00 a.m. and 5:00 a.m. Wells Fargo Payment 11:00 p.m. Gateway service (international processing ) Wells Fargo Payment 4:00 p.m. Gateway service (eCheck) . DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G d. Describe the service’s reporting capabilities. Must have the capability of providing daily batch reports by cashier and location reference number. Yes. We can meet all of the City’s reconciliation requirements. We offer daily batch reports and location reporting by MID. You can view reports online and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level. Hierarchy levelDescription Lead Corporate level (corporate) Identifies if multiple chaining structures (Non-mandatory) are part of a large corporation. Allows entitled users to view reporting from Lead Corporate level down to Location level. Corporate level (chain) Identifies if the merchant structure is a (Mandatory for multiple outlets of same single chain or part of a corporation. company) Allows entitled users to view reporting from Corporate level down to Location level. Location level (outlet) Identifies that the merchant structure is (Mandatory for single-location at the Location level only and is not part merchants) of a chain or corporation. Allows entitled users to view Location level reporting only. e. Explain how returned checks will be handled when using check verification or the check guarantee services listed above. Terminal Eliminate returned checks The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. TeleCheck Electronic Check Acceptance (ECA) warranty service Product overview TeleCheck Services, Inc. is the world’s largest check acceptance company, providing Electronic Check Acceptance (ECA), Warranty services and Small Ticket. TeleCheck helps merchants eliminate the risk of bad checks by providing access to the industry’s largest and most accurately maintained databases and risk management systems. With TeleCheck, the City can accept checks and build business by offering a liberal check acceptance policy. Electronic Check Acceptance (ECA) TeleCheck brings the power and convenience of electronic check to the point- of-sale with the ECA service. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G This process allows the City to accept checks as quickly, safely, and easily as credit cards while improving the cash flow of your business. In fact, it is so quick that it only takes four steps and is often referred to as our R.S.V.P. product. R. run it S. stamp it V. void it P. pass it back Benefits to the City Increases productivity: Helps eliminate the need to deposit checks at the bank Electronic settlement reduces time spent reconciling and preparing deposits Reduces check-processing fees: Helps eliminate bank charges associated with accepting checks Increases customer satisfaction: Advanced terminal solution reduces transaction time Maintains accountability as a complete record of transaction appears on the customer’s bank statement Reduces risks: The City does not pay check fees and never knows of returned checks Warranty maximum is $25,000 per electronic check Simplifies operations: Easy to use, easy to train employees Wells Fargo Payment Gateway Refund: Partial and full refunds of previous captured transactions; stand- alone refunds (no previous capture) are also supported. Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. Electronic checks With our gateway service, you can either accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 2.Check verification a.Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Please describe the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. For information on the TeleCheck service, see Appendix B. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: AVS (card association address verification) ® Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) 3.Check guarantee a.Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Checks approved through this service will be backed by the Respondent. Please describe the services available. Terminal: FD200 with TeleCheck service TeleCheck Electronic Check Acceptance (ECA) warranty service TeleCheck Services, Inc. is the world’s largest check acceptance company, providing Electronic Check Acceptance (ECA), Warranty services and Small Ticket. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G TeleCheck helps merchants eliminate the risk of bad checks by providing access to the industry’s largest and most accurately maintained databases and risk management systems. With TeleCheck, the City can accept checks and build business by offering a liberal check acceptance policy. Electronic Check Acceptance (ECA) TeleCheck brings the power and convenience of electronic check to the point- of-sale with the ECA service. This process allows the City to accept checks as quickly, safely, and easily as credit cards while improving the cash flow of your business. In fact, it is so quick that it only takes four steps and is often referred to as our R.S.V.P. product. R. run it S. stamp it V. void it P. pass it back Benefits to the City Increases productivity: Helps eliminate the need to deposit checks at the bank Electronic settlement reduces time spent reconciling and preparing deposits Reduces check-processing fees: Helps eliminate bank charges associated with accepting checks Increases customer satisfaction: Advanced terminal solution reduces transaction time Maintains accountability as a complete record of transaction appears on the customer’s bank statement Reduces risks: The City does not pay check fees and never knows of returned checks Warranty maximum is $25,000 per electronic check Simplifies operations: For information on the TeleCheck service, see Appendix B. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Fraud controls Additionally, when you use our online gateway service you have a powerful fraud prevention tool at your disposal. The Decision Manager service within our gateway is an optional administration dashboard that provides you with an automated and streamlined fraud management operation. This service uses global validation services, the business-user rule management console, and case management. Decision Manager makes it easy to adopt and manage fraud at a completely new level. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: Access to over 150 global validation tests and services Device fingerprinting Velocity monitoring IP Geolocation Multi-merchant transaction histories/shared data Global telephone directories Global delivery address verification services Positive and negative list AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) Custom fields for your own data We’d like to discuss this fraud tool with you in greater detail. There are many different ways that you can set this tool up to help you fight fraud For more information on Decision Manager, see Appendix E. b. The City of Denton is to receive 100% of its check collections. Returned checks will be the responsibility of the Respondent. Explain how returned checks will be handled. Terminal With the addition of the TeleCheck service, the City can eliminate returned checks. The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. The TeleCheck ECA warranty service improves customer satisfaction and saves you the hassle and expense of NSF fees and the collection process. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Payment Gateway Our gateway service supports the following transaction types 24 hours a day, 365 days a year: Refund Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids Voids capture transaction prior to the gateway settlement cutoff time of 7:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Reporting and reconciliation Our Wells Fargo Payment Gateway service provides enhanced reporting tools that allows you to reconcile payments through all aspects of the payment cycle, including chargebacks and returns. You have the ability to view and search for all aspects of each transaction through a streamlined online interface, or you can integrate payment data into its own system using industry standard Web technologies. c.Identify all subcontractors to be used for these services and what procedures will be used to monitory quality. Terminal In 1993, Wells Fargo and First Data Merchant Services joined to create Wells Fargo Merchant Services, LLC. Wells Fargo Merchant Services offers completely integrated processing. Wells Fargo Merchant Services is PCI DSS compliant as a merchant acquirer. A Qualified Security Assessor (QSA) has validated all subcontractors and third-party card processing partners, as Payment Card Industry Data Security Standards (PCI DSS) compliant. You can confirm a specific provider’s PCI . DSS validation on the Visa list available at www.visa.com/cisp Wells Fargo Payment Gateway Yes. Wells Fargo partners with CyberSource, a Visa company, to offer our gateway service. CyberSource is PCI-compliant and audited annually by a third-party assessor. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 4.Technology requirements a.It is critical that the system installed at the City of Denton be a fully hosted system, incorporates current technology and fully integrates with our existing web processor and provides smooth and efficient transaction processing. Describe the type of equipment and support to be provided. Respondentmust be able to fully integrate into the City’s existing software via an Application Program Interface (API) set up by Paymentus (formerly,Teleworks), an outside technology firm contracted by the City. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. Business types supported Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2 Product benefits Easy installation — Get up and running quickly with the intuitive touch- screen Display for ease of use Accept multiple payment For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway Our Wells Fargo Payment Gateway service can be integrated to work with any application that supports web services. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications already have interfaces compatible with the Wells Fargo Payment Gateway service’s core technical specifications. Integration methods You can choose an integration method that works best for your business model. You can choose from fast and simple methods or more advanced options that give you greater flexibility and control. Virtual terminal Use our service’s easiest payment solution to enter credit card orders, issue credits, and generate receipts. Your virtual terminal can be up and running in as little as 15 minutes. Your staff can use this tool for any transactions that need to be processed outside web or integration payments. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Secure Acceptance Web/Mobile Accept payments from any browser – web or mobile, while benefiting from language packs and other easily configurable options. With this hosted payment solution, card data will bypass your network and travel directly from end-user consumer to us, greatly simplifying the PCI compliance process. Secure Acceptance Silent Order POST Host your own order page and post payment data to us to process each transaction. With this direct post solution, card data will still bypass your network and travel directly from end-user consumer to Wells Fargo Merchant Services. This, too, can greatly simplify the PCI compliance process. Silent Order POST also supports full customization. Simple Order API With the Simple Order API, you will have scalability, full range of services, and more control for your developers. We provide the client software and your IT staff codes to our API specifications. You’ll have access to all the gateway’s transaction services. SOAP Toolkit API With the SOAP Toolkit API, you will still have scalability, full range of services, and more control for your developers. You’ll use or build your own client software that fits your business model and needs. With the open nature of this solution, you can integrate using this method. You’ll then have access to all the gateway’s transaction services. Secure storage With our Wells Fargo Payment Gateway service with secure acceptance, we can remove sensitive card data from your systems and securely store it within our fully hosted gateway service. That way, none of the secure data touches your systems, reducing your scope for PCI compliance. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G API programming chart: Linux Solaris Windows NVP SOAPXML NVP SOAPXML NVPSOAP XML ASP/COM C Java .NET PHP Perl For a complete list of Wells Fargo Payment Gateway integration methods, see Appendix F. b.Point of Purchase processing terminals for handling check conversion (verification and guarantee), and batching are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the Internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Client software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling check transactions and associate with the correct fee schedule. Terminal Check acceptance for the electronic age Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically. Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. c.Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location>> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reporting should be web-based, and accessible in real-time. Transaction data should be captured either locally on a City provided database and hardware platform or remotely at the Respondent’s location as long as reporting needs are effectively met. Getting the information you need when you need it, is important to many businesses like yours. That’s why you can access your payments-related data quickly and easily with our online merchant reporting tool, BusinessTrack. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow. Reports available The ClientLine reporting tool features six types of Sales and Funding reports. Report nameDescription Transactions Transactional reports for reconciling to a POS or looking at overall transaction volume Bank Deposits Funding reports for reconciling to your bank account Adjustments Deductions made from your total sales (chargebacks, fees, Interchange charges, etc. Refunds Refund data for monitoring of potential fraud Debit Suspense*Authorized PIN debit transactions for which payment could not be received from the issuer *applicable only to merchants accepting PIN debit Today’s Data*Total funding amount to be paid today *applicable only to merchants set up for same funding . The Report Wizard lets you custom build each report to your own specifications. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Please refer to the Appendix C for our merchant services standard reports, including detail and summary reports. How it works Rather than waiting for a report, you conduct the analysis that suits you, exactly when you need it. The City can select from more than 100 available reports or create your own by choosing which fields to include, from a comprehensive database that includes the processing of gift cards, checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. You decide what information you need to manage your business. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. Features Standardized, web-based reports that give you access virtually any time to payment processing information Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees Detailed reports for drilling down into specific locations, transaction types, adjustments, and more Summary information for up to 13 months Query builder to construct reports based on selected fields, across selected merchant locations Reporting that can be emailed or faxed wherever you need Credit, debit, and gift card activity summaries for any selected time period Dispute reporting to help you manage chargeback and retrieval expenses Help your organization Access payment processing information 24 hours a day, 365 days a year Reduce calls to customer service departments Drill down into funding events and reconcile total sales Create reports and schedule their distribution You can visit www.BusinessTrack.comfor an online tour. d. Provide technology specifications for use of all proposed electronic systems and services. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. First Data FD35 PIN Pad features 128 x 64 touch-screen technology Accepts magnetic stripe cards, EMV1 chip cards, contactless cards and key fobs, and mobile phone payments Payment Card Industry PIN Entry Device (PCI-PED) approved device2 Easy-to-use interface with visual display prompts, lights, and audio cues for customers Does not require a separate power supply Wells Fargo Payment Gateway API programing chart: Linux Solaris Windows NVP SOAPXML NVP SOAPXML NVPSOAP XML ASP/COM C Java .NET PHP Perl For a complete list of Wells Fargo Payment Gateway integration methods, see Appendix F. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 5.Point of purchase equipment a.Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. Terminal We recommend that the City use the new FD200 terminals that use internet based software. All software updates are maintained for the City. We recommend that the City use the FD 200 terminal which does both card and check plus the FD 35 EMV pin pad to support smartcard/contactless payments Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: Your account is active and processing through Wells Fargo Merchant Services The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. Terminal with an integrated printer: $225.00 FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship a total of three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For more information on the EMV capable FD200 terminals the FD 35 EMV pin pad to support smartcard/contactless payments see Appendix B. b.Check Processor – Industry standard hardware utilizing horseshoe bend-style check processor with COM or USB (preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Processor must perform MICR capture, two-sided check imaging, and electronically franked “presented”. Terminal First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers — Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. 6.Escalation procedures a.Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementation process and for situations that may occur once the program is fully operational. If the need for escalation arises, your merchant services relationship manager will involve the appropriate and necessary parties in order to resolve your issues. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 14.Equipment scheduleThe respondent shall provide an equipment schedule for the proposed solution. For information on the equipment schedule, and what to expect during the implementation process, see Appendix H. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Check when Task to be Completed by Respondent Completed XExhibit 1 –Pricing sheet XReview Exhibit 2 –General Provisions and Terms and Conditions XReview Exhibit 3 –Scope of Work/Technical Specifications XCover sheet XSolicitationnumber XSolicitationname XFirm name XFirm address XContact name XContact phone XContact fax XWebsite address XContact email address XSolicitation Checklist XEquipment Schedule ( Section 14 of Main RFP) XSubmission of Sample Monthly Statement (Section 15 of Main RFP) XAttachment A-Business Overview Questionnaire XDocument how firm meets minimum qualifications (Section 3) XDetail to support evaluation criteria XAttachment B –Exception Form XAttachment D –Reference Form XAttachment E –Conflict of Interest Questionnaire Form–with signature XAttachment F -Acknowledgment XAcknowledgment of Addenda XSubmissionsigned by authorized officer, in the order specified below NAHard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids@cityofdenton.comwith the Solicitation # and name in the subject line. X Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.comwith the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must bein excelformat. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Attachment C Safety Record DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Appendix A – Pricing and fees Please refer to the separately attached Exhibit 1 Pricing Sheets. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations 1 Credit Card Processing Fees Interchange Plus the Following Fees: 0.015%On Gross Visa®, MasterCard®, Discover® Network Card and American Express Sales 3 On each Authorization/EDC attempt (as defined below) $0.015 $0.00147 VI Access Fee On each gross sales transaction $0.0018 MC Access Fee On each gross sales transaction PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees $0.015 Per PIN Debit Transaction (applies to completed and declined transactions) EBT NOT ENTITLED Applicable PIN Debit Network, Switch, Service and Administrative fees are passed through on all PIN Debit transactions (completed and declined). Applicable PIN Debit Network Interchange fees are passed through on completed PIN Debit transactions only. 9 Applicable Fee Schedules: Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://www.wellsfargo.com/visanetworkfee PIN Debit Networks Fee Schedule (if applicable) https://www.wellsfargo.com/biz/merchantdebitfees Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the URLs above for more information. If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you. As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/fees on 4/16/2016. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule. Other Processing Fees Set-Up Fee$ -one time fee per location 8 Monthly Minimum Processing Fee $ -per month 2 Chargeback Fee $ 5.00per chargeback Monthly Service Fee (per location)$ -per month 6 Statement Billing Fee (Paper Statement) $ -per month Voice Authorization Fee$ 0.50per attempt Annual Fee$ -per location 3 Authorization/EDC Fee - Visa (Credit and Non-PIN Debit) $ 0.015per attempt 3 Authorization/EDC Fee - MasterCard® (Credit and Non-PIN Debit) $ 0.015per attempt 3 Authorization/EDC Fee - Discover Network Card (Credit) $ 0.015per attempt 3 Authorization/EDC Fee - American Express (Credit and Prepaid) N/Aper attempt 11 Interchange Clearing Fee Applies to Visa, Mastercard, Discover Network Card (Credit) and American Express (Credit and N/Aon gross sales volume Electronic Address Verification Service Fee$ 0.01per attempt Voice (Manual) Address Verification Fee$ 2.00per attempt 4 Annual Compliance Support Fee $ -per location 7 PCI Compliance Service Program Fee $ -per month, per location 7 Non-validation PCI Compliance Fee $ 25.00per month, per location Equipment Installation Fee$ -one time fee Foreign Handling Fee (on Visa/MasterCard foreign card transactions)0.10%on foreign card sales DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations Other Processing Fees Continued 13 TransArmor Token & Encrypt $ 0.01per attempt 13 TransArmor Token Registration Fee $ 0.01per attempt 13, 14 Legacy Data Conversion Fee $ 0.0065per conversion Applies to Visa, MasterCard and Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit, EBT 5 Non Bank Card Authorization Applies only to American Express EDC and Discover EDC$ 0.015per attempt Non Bank Card Capture Fee Applies only to American Express EDC and Discover EDC$ -per attempt Terminal Reprogramming Fee (Terminal) - Applies to Customer Owned Terminals Only$ 75.00per unit Terminal Reprogramming Fee - Integrated Terminal - Applies to Customer Owned Integrated Terminals Only $ 150.00per unit Security Swap Fee for PIN Debit - Applies to Customer Owned PIN Pads Only$ 125.00per unit Card Imprinter Optionno imprinter Rush Shipping OptionN/A 1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the Discover Network Card program, Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the Discover EDC program, Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover also Network Cards. Clients may elect to participate in the American Express program or the American Express EDC program, but not both. Under the American Express program, Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the American Express EDC program, Clients enter into a direct agreement with American Express, and WFMS provides only authorization and capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Clients Agreement with WFMS. 2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that Client will not be subject to a chargeback or debit. 3) Authorization/EDC Fee applies to all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC. 4) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date. 5) Non Bank Card Authorization Fee applies to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions. 6) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement online instead of receiving a paper copy by mail. After Business Track access has been activated, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If Business Track access is terminated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. Enroll anytime at businesstrack.com. 7) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.trustwave.com/wellsfargo. If Client does not comply or fails the PCI DSS certification process, Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant. 8) If the total discount fee for Visa, MasterCard,Discover Network Card and American Express transactions in a given month is less than the Monthly Minimum Processing Fee, then in addition to the total discount fee Client will be charged an amount equal to the Monthly Minimum Processing Fee minus the total discount fee. 9) Dues, assessments and pass-through fees are disclosed in the schedules referenced under the "Applicable Fee Schedules" section and the related footnote. 10) American Express charges Program Pricing fees and not Interchange, and these fees are subject to change. 11) The Interchange Clearing Fee (ICF) will be charged on transactions that may be considered higher risk and/or are processed at a higher expense level. These types of transactions can be identified on Clients Payment Networks Qualification Matrix by looking at the ICF applies column. If the interchange program level has been identified by a YES in this column, then the ICF will apply to that type of transaction. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations 13) TransArmor fees are for Token and Encryption, Token Only, Token Registration, or Legacy Data Conversion processing. TransArmor fees apply to Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit and EBT. Client is responsible for any additional charges, in the event that Client requires additional TransArmor products or services that are not stated on this proposal. 14) A fee that applies to each unique conversion of: (1) a Primary Account Number to a Token or (2) a Token to a Primary Account Number. If Client has selected to accept TeleCheck Services, see Part III - Section 1 of the Program Guide for the terms and conditions. If applicable, the Additional Services page will contain the fees and rates billed to Client by TeleCheck. If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on MasterCard transactions. American Express may charge Client an excessive disputes fee in the amount of $5 for each Disputed Charge if Client is in American Express' Immediate Chargeback Program or $15 for each Disputed Charge if Client is not in the Immediate Chargeback Program. Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party's services, Client will reimburse WFMS for such services. Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software. WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 120 days from the proposal date stated above. See Section 41.3 of the Program Guide for early termination fees. Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent. Fees for supplies, shipping, handling, and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request. Additional Notes: MCC CodeMCC Description 9399GOVERNMENT SERVICES, NOT ELSEWHERE 7523AUTOMOBILE PARKING LOTS 4900UTILITIES-ELECTRIC,GAS,WATER Terms and Conditions of WFMS - Pricing Terms: 1) WFMS pricing as provided in its response to this RFP is based upon the information provided by City of Denton (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in WFMS RFP response was created. In responding to this RFP, WFMS only agrees to be bound to the pricing WFMS provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by City of Denton as of the date of the creation of that pricing, are accurate and unchanged. In the event that WFMS is the successful bidder, and City of Denton subsequently provides additional information to WFMS that would affect the pricing (including pass through fees paid by City of Denton), WFMS shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by City of Denton. Further, should WFMS be the successful bidder for this RFP, City of Denton shall be required to execute a Final Pricing Terms document. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations Additional Notes Continued: 2) Pricing assumes no material change from the pricing parameters provided to WFMS. Pricing may require a re-evaluation if the pricing parameters change. Annual Net Card TypeAnnual Net Sales VolumeTransactionsAverage Ticket Visa / MasterCard / Discover - Frame $52,812,000246,000$214.68 Visa / MasterCard / Discover - IPN$7,323,0001,830,750$4.00 PIN Debit $366,15091,538$4.00 3) Should any terminal require a reprogramming for credit card, non-bankcards or debit cards, the reprogramming charge is $75 per terminal and $150 per terminal with an integrated PIN Pad. This price includes download and telephone training. Customer owned PIN Pads require encryption and are charged a security swap fee of $125 per PIN Pad. 4) This pricing proposal assumes that City of Denton will utilize First Data Merchant Services' North authorization network and First Data Merchant Services' North settlement/reporting platform. 5) Should City of Denton require development needs of unique functionalities outside of certification, City of Denton will be billed $85 per hour of programming needed. 6) On-site service, outside of training provided by the Relationship Manager, will be billed at a rate of $70 per hour. Travel related costs will be passed through to City of Denton. 7) Pricing does not include any fees associated with the Wells Fargo Payment Gateway. Processing Solutions TypeQuantityFinancing MethodTotal w/o TAX First Data 130 DuoPurchase $200.00 Per Terminal First Data 200Ti Purchase $425.00 Per Terminal First Data FD35 EMVPurchase $160.00 Per PIN Pad Wells Fargo Payment Gateway (WFPG)1Customer OwnedN/A *Prices and equipment availability are subject to change without notice. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Merchant Services Guide to processing fees merchants may be able to pass to their customers Convenience FeeGovernment and higher education Surcharge transaction fees Flat fee charged on a non face-Visa, MasterCard, and American Express A payment card surcharge is a fee that a High level to-face transaction only when programs that allow convenience or service fees merchant adds to the cost of a purchase when a the payment method is a true in government and higher education MCCs. customer uses a payment card. convenience for the customer. Visa refers to this as a service fee. MasterCard A merchant is only able to surcharge if its and American Express refer to it as a payment processor supports surcharging. convenience fee. Flat fee charged for a true Visa service fee:Percentage based surcharge for acceptance of Detailed convenience, for non face-to-face The Visa Government and Higher Education credit, not debit. description transactions in an alternative Payment Program allows participating merchants channel outside the merchants to assess cardholder fees on approved transaction A payment card surcharge is a fee that a customary payments channel types. The program allows a variable service merchant adds to the cost of a purchase when a (i.e., not charged solely for the fee on Visa consumer debit (including Visa customer uses a payment card. acceptance of the card payment). prepaid cards), Visa consumer credit, and Visa commercial products.Visa: A charge assessed by the merchant to the The requirement for an alternative consumer for the payment service itself. payment channel means that requirements, including: mail/phone order merchants and MasterCard: Any fee charged in connection Clearly disclose fees to the Visa cardholder electronic commerce merchants with a transaction that is not charged if another and meet cardholder fee requirements. whose payment channels are payment method is used. Accept Visa as a means of payment in all exclusively card-not-present may channels where payments are accepted (i.e., not impose a convenience fee.Surcharge rules have been set by the payment face-to-face, mail, telephone and Internet networks based on the interchange settlement environments). Charging as a percentage of with Visa and MasterCard. American Express the transaction amount is not and Discover have since agreed separately to Feature the opportunity to pay with Visa at permitted.allow surcharging. least as prominently as all other payment methods. Each of the Card Associations Visa and MasterCard surcharging are only MasterCard convenience fee: (Visa, MasterCard, Discover and allowed on credit transactions, not debit. American Express) has their own American Express and Discover allow Can be variable or tiered. set of rules and regulations.surcharging on debit, but only if all other debit Can be assessed in all payment channels cards are surcharged. (such as face to face, online (Internet), mail, phone, kiosk) and for Recurring Payment See more details on surcharging rules from the transactions (such as installment payments interchange settlement below. and taxes.) MasterCard cardholders cannot be assessed a convenience fee that would discriminate against the brand relative to other payment card acceptance brands, such as American Express, Discover, and Visa. American Express convenience fee: Government/Utilities/Education Fee charged cannot be higher for American Express than for other payment cards. Fee may be assessed on all utility and government transactions. Education merchants may only assess the fee for mandatory expense (e.g. tuition, room and board). The fee must appear as a separate charge. Discover policy for convenience or service fees for the Government and Higher Education segments. However, Discovers general policy makes clear that merchants may not adopt any payment practices which disadvantage the use of Discover vis-à-vis other payment networks such as Visa, MasterCard, and American Express. $5 fee to pay power bill on-line if A university charges a 2% fee for paying tuition A wholesaler charges a 2% surcharge for Example the dominant payment method is via credit or debit card.payments via credit card. Debit/ACH/Check by mail and merchant also accepts have no fee. card present payments. Chart continued on back » DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Convenience FeeGovernment and higher education transaction feesSurcharge Payment networks.Visa, MasterCard, and American Express.Imposed by legal settlement. Who sets Limitations by state. the rules? No registration, but With Visa and MasterCard.Merchant must notify Wells Fargo Merchant merchant is required to Merchant Services, Visa, MasterCard, registration follow payment American Express, and Discover 30 network rules.days prior to surcharging. Any.Visa MCCs Any. Type of Government merchants: merchants MCC 9311-Tax MCC 9222-Fines MCC 9211-Court Costs MCC 9399-Miscellaneous Government Services Tuition payments for higher education: MCC 8220-College Tuition MCC 8244-Business MCC 8249-Trade Schools MasterCard MCCs MCC 8211-Schools (Elementary and Secondary) MCC 8220-Colleges and Universities, Professional Schools and Junior Colleges MCC 9211-Court Costs including Alimony & Child Support MCC 9222-Fines MCC 9311-Tax Payments Any card payment.Visa Credit only. Type of Credit or debit (regulated and non-regulated).Card present or card not present. payments Card present or card-not-present. MasterCard The convenience fee assessed for consumer debit cards and commercial MasterCard consumer credit cards and MasterCard commercial credit cards; provided that the convenience fee for MasterCard consumer credit cards and MasterCard commercial cards are the same. Rules are set by payment networks.Some states ban surcharging. Legal We recommend merchants consult restrictions their legal counsel on state-by-state surcharging laws. Interchange settlement and surcharging rules As part of a Visa and MasterCard interchange settlement the two Well Fargo Merchant Services does not plan to support surcharging payment networks implemented certain rule changes which permit at this time. Please contact your Relationship Manager or customer surcharges on certain credit card transactions in most states as of service for details if your business would like to surcharge. January 2013. According to the Payment Networks, the merchants ability to on surcharging, we recommend that merchants consult with their surcharge only applies to credit card purchases, and only under certain legal counsel. conditions. U.S. merchants cannot surcharge debit or prepaid card Note: Wells Fargo Merchant Services will continue to monitor purchases. The information included in this document is provided solely as an overview as of the time of publication ( 2015). For full details and for the most recent updates available, please refer directly to the payment network rules or the interchange settlement ruling. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Issue 2, 1st Quarter 2009 ™ Wells Fargo Merchant Connect Card network news Understanding convenience fees In your shopping experience as a business or consumer there may have been times when you purchased goods or services and the merchant charged you an additional fee for completing your payment transaction. And you may be wondering what the rules are that surround the ability to charge your customers this fee. Convenience fees refer to amounts that are charged by merchants to customers to compensate the merchant for the cost associated with giving the customer the “convenience” of completing their purchase by card payment. These fees are permissible when certain conditions are met. Any other fee that a merchant attempts to assess against customers who complete their purchase by card payment is considered to be an impermissible surcharge. Because this area is complex and ®®® greatly varies among Visa, MasterCard and Discover Network, we would like to share with you some important rules that apply before you start charging your customers a “convenience fee”. An overarching principle when accepting Visa, MasterCard and Discover Network cards for payment is that each card brand prohibits their cards from being treated less favorably than other card brands. For instance, if you accept all three card brands, you are not allowed to ask you customers to use their Visa credit card over their MasterCard or Discover Network Card. It would also be against the card brands’ rules to offer your customers a “discount” for paying by MasterCard or Discover Network instead of Visa. Because of this principle, a merchant who accepts different card brands must always apply the most restrictive card brand rule to all their transactions. The table that follows summarizes the rules related to convenience fees for each card brand. You will notice that Visa has the strictest convenience fee rules. Therefore, if your business accepts all card brands below and would like to charge convenience fees on its payment transactions, it should ensure that it complies with Visa’s regulations regarding convenience fees. (continued on next page) Issue 2, 1st Quarter 2009 | Wells Fargo Merchant Connect 3 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Rules on convenience fees The convenience fee must be a regardless of The convenience fee can The convenience fee can the purchase amount. (It cannot What is considered a permissible be a percentage). Convenience Fee?regardless of the purchase regardless of the purchase convenience fee of $1 is assessed amountamount whether the transaction amount is $10 or $100. No. A convenience fee can only apply to an alternate payment Can a convenience fee be charged to channel such as mail, phone or YesYes purchases in all payment channels? Internet, outside of the normal payment channel of the business. Can a convenience fee be charged on Card Present transactions (e.g. face to NoYesYes face transactions)? Yes Can a convenience fee be charged on As long as it is an alternate Card Not Present transactions (such channel, which is outside of YesYes as mail/phone orders or Internet the normal payment channel transactions)? of the business. It must apply to all forms It must apply to all forms It must apply to all payment To what forms of payment can a of payment accepted (Visa, of payment accepted card brands accepted (Visa, convenience fee be applied? MasterCard, Discover Network, (Visa, MasterCard, Discover MasterCard and Discover ACH, check, etc )Network, ACH, check, etc )Network) Must the convenience fee be disclosed to the customer before completion of Yes the transaction? Must the cardholder be given an opportunity to cancel before Yes completing the transaction when a convenience fee applies? Does the convenience fee need to be Yes included in the total purchase amount? Who can assess a convenience fee? The merchant, not a third party In which industry can convenience Merchants in most Merchants in most Merchants in most industries fees be assessed?industriesindustries Let’s take an example A local newspaper would like to allow its customers to pay for their subscription online instead of by mail to give them added convenience fee for all payments submitted online (Visa, MasterCard, Discover Network, eCheck, ACH, etc … ) A note on surcharges Visa and MasterCard strictly prohibit surcharges to be imposed on customers who choose to pay by card instead of cash or checks. Any type of charge that is assessed against a customer who pays by card is deemed to be an impermissible surcharge if it does not satisfy the requirements to qualify as a convenience fee. There are some exceptions to this rule however. Visa and MasterCard have developed specialized programs which allow government entities (MasterCard also allows education entities) to charge a percentage based convenience fee. This topic will be addressed in the next issue of Wells Fargo Merchant Connect so please stay tuned! A note on discounts for cash payments Providing a discount for your customers’ payments made by cash is permissible as long as it is clearly disclosed as a discount from the marked price of the product. If you need additional details or have any questions regarding convenience fees, please contact us at 1-800-451-5817, 24 hours a day, 7 days a week. Issue 2, 1st Quarter 2009 | Wells Fargo Merchant Connect 4 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Treasury Management Merchant Services TeleCheck Electronic Check Acceptance (ECA) warranty service Accept checks with confidence when you add the TeleCheck ECA warranty service to your point-of-sale operations TeleCheck ECA warranty service from Wells Fargo applies smart business logic and one of the most comprehensive transaction databases in the industry to give you instant approve or decline decisions at the point of sale. No more fees for non-sufficient funds items, no more legwork to collect returned items. Simply add the TeleCheck ECA warranty service and receive guaranteed electronic deposit of approved funds within two business days. Check acceptance for the electronic age: Make approval decisions instantly. When you add the Expand payment options. When consumers prefer to pay TeleCheck ECA warranty service to your existing POS with paper, the TeleCheck ECA warranty service lets you terminal, it takes only seconds to scan the customers paper check and receive an immediate approve or decline customer another option if his credit card is declined at decision. Armed with this information, you can improve the POS. The TeleCheck ECA warranty service improves customer service, increase sales, and reduce fraud risk.customer satisfaction and saves you the hassle and expense of NSF fees and the collection process. Deposit funds electronically. Once you scan the check, the TeleCheck ECA warranty service automatically Rely on trusted results. Many of the nations largest converts the payment to an ACH transaction. ACH retailers use TeleCheck, making its transaction database deposits eliminate time-consuming trips to the bank and one of the most comprehensive in the industry. This extend your window for same-day deposits to 9:00 p.m. broad network and the proprietary approval logic of the TeleCheck ECA warranty service delivers fast, accurate approved checks and credited to your account within two decisions to protect your business. business days. Comply with security regulations. The TeleCheck ECA Eliminate returned checks. The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this PCI-compliant POS terminals, check readers, and software. service, when a check is approved through TeleCheck ECA at POS, you never pay the banks returned-item fee or and maximize sales. For more information on the TeleCheck Electronic Check Acceptance warranty service, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G TeleCheck Electronic Check ®® Acceptance (ECA) Service Reduce check-handling time and costs, streamline back-office processes, minimize errors, speed funding and offer customers greater security. Go Beyond: ® The TeleCheck Electronic Check Acceptance Service Customers want payment options, with many wishing to write checks for their purchases. However, paper checks can be a cost burden, because they must be verified for authenticity, reconciled and physically taken to the bank where fees are assessed 24.5% for processing. In addition, the merchants business is exposed to the risk of fraud and returned checks. Thats how many non-cash payments were made by First Data Advantages * check in 2010 The TeleCheck Electronic Check Acceptance® (ECA®) service, one of the industrys most sophisticated check verification systems, converts checks into electronic transactions. It screens each check against information from hundreds of thousands of businesses and financial institutions, instantly providing you with a decision on whether 100% or not you should accept it. Completely protect your Because this service minimizes the risks associated with check acceptance, you business from the risk of gain the confidence to accept more checks even low-numbered, out-of-town and bad checks and the hassle out-of-state checks. At the same time, you reduce bank fees and processing costs while improving cash flow. And with TeleCheck ECA, you return the check to your customers, associated with collections helping to protect their personal information. Eliminating Bad-Check Losses If you opt for the TeleCheck ECA warranty service, you will be enabling one of the industrys most effective check-fraud protection measures. Once TeleCheck has authenticated the validity of a check, the responsibility is transferred from your business to ours. Any returned checks we have approved become our liability, relieving you of not only loss, but also the hassle of trying to collect. *The 2010 Federal Reserve Payments Study, April 2011 firstdata.com DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G TeleCheck Electronic Check ®® Acceptance (ECA) Service How It Works When a customer hands you a paper check, TeleCheck uses leading risk assessment technology to evaluate its validity, comparing it with negative and activity databases to identify check writers that have outstanding bad checks or a history of irresponsible checking account handling. If the check meets the verification requirements, the check is converted into an electronic transaction using your point-of-sale equipment. The transaction is processed through the Automated Clearing House (ACH) network, and funds are deposited directly into your bank account, generally in two business days. For merchants who have opted for the TeleCheck warranty service, any checks we have approved that are returned become our liability, and we manage the entire collections process and absorb any losses. Help Your Business Accept more checks with minimal risk Make fewer trips to the bank Reduce bank fees and processing costs Improve cash flow Streamline back-office operations Reduce the risk of lost, stolen or damaged checks Protect your customers personal information Minimize collections operations Payment Solutions for Limit your liability for fraudulent and returned checks Maximum Performance (optional warranty service) Around the world every day, First Data Features makes payment transactions secure, fast and easy for merchants, financial Point-of-sale check conversion institutions and their customers. We Faster funding and simpler reconciliation leverage our unparalleled product Access to extensive check-writer negative and activity databases portfolio and expertise to deliver processing solutions that drive Liability protection for fraudulent and returned checks customer revenue and profitability. (optional warranty service) Whether the payment is by debit Professional collections operation or credit, gift card, check or mobile Courteous and helpful check-writer support phone, online or at the point of sale, First Data helps you maximize value for your business. For more information, contact your Sales Representative or visit firstdata.com. firstdata.com © 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 2091 0113 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G TeleCheck Internet Check ®® Acceptance (ICA) Solution Reduce your costs by giving customers the option of paying directly from their checking account for Internet purchases, to reload their store-branded prepaid card or to make recurring payments. Go Beyond: ® ® TeleCheck Internet Check Acceptance(ICA) Solution For many merchants, credit and debit card sales over the Internet are either the backbone of their business or an ever-growing percentage of their revenues. However, card-not-present (CNP) interchange rates are high and can take a bite out 54M of your profits. The good news is that an often overlooked payment method can be implemented one that can significantly reduce your costs. Thats how many consumers have no debit/credit cards. First Data Advantages Offer them the ability to shop ®® With the TeleCheck Internet Check Acceptance (ICA) solution, you can give your online or pay bills using their customers the option of paying directly from their checking account either for 1 checking account. Internet purchases, to reload their store-branded prepaid card or to make recurring payments. Not only do you pay less per transaction, you also guard against abandoned sales by prospects that have no credit or debit cards, or prefer not to use them. 100% Eliminating Bad-Check Losses Completely protect your ® First Datas TeleCheck database tracks the check-writing histories of 98 percent of US business from the risk of check writers. By tapping into this massive repository, you will know which payments to accept and which to decline. If you opt for our warranty service, you will be enabling fraud and bad checks with the premier check-fraud protection feature for merchants, which transfers fraud our warranty service. responsibility from your business to TeleCheck. Returned checks become our liability, relieving you of not only loss, but also the hassle and countless hours of trying to collect on your own. Easy to Implement Connect through a variety of TeleCheck certified gateway partners, often using an already-established relationship. The partner can help you quickly connect with a streamlined implementation process and ongoing efficient operations. Large merchants may prefer to create a direct, host-to-host, connection to the acceptance service instead of going through a payment gateway. Either way, a merchant can often be operational and accepting payments within a few days. 1 - Source - Federal Reserve Bank, The Survey of Consumer Payment Choice., version April, 2011 and U.S. Census Bureau firstdata.com DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G TeleCheck Internet Check ®® Acceptance (ICA) Solution How It Works 1. A customer visits your website to make a purchase and selects the option to pay by checking account. 2. You transmit the details to TeleCheck either directly or through your eCommerce payment gateway. 3. Using advanced analytics, TeleCheck assesses the risk associated with the transaction and issues an approval or denial in real time. 4. You receive funding on the next banking day for any transactions approved by 4 p.m. CST. In addition, if you have an existing gift card program, you can give your customers the ability to go online and reload a prepaid card. If you have customers making regular recurring payments to you, they can do so at your website. TeleCheck uses its proprietary bank account authentication process to verify the customers identity. The customer can reload their card or make an online payment at any time. For ® customers who have no credit or debit card, or wish not to use them, these ICA options build loyalty and encourage repeat visits. Features Warranty service that offers complete protection from loss due to bad checks (optional) Low-cost verification of account viability Seamless transition to collections service (optional with verification service) Best-in-class fraud prevention tools Payment Solutions for Next-day funding Maximum Performance Lower processing rates as opposed to card-not-present transactions Around the world every day, First Data Industries and Businesses Served makes payment transactions secure, fast and easy for merchants, financial eRetail: clothing, media, grocery, electronics, hardware, etc. institutions and their customers. We Online travel and entertainment leverage our unparalleled product Online services portfolio and expertise to deliver processing solutions that drive Digital goods: eBooks, music, gaming, etc. customer revenue and profitability. Medical Whether the payment is by debit Direct marketers or billers or credit, gift card, check or mobile Non-profit organizations phone, online or at the point of sale, First Data helps you maximize value Market-Leading Payment Expertise from TeleCheck for your business. 369,000 subscribing locations 1.8 million transactions processed daily Information on 98% of US check writers For more information, Trusted with over $79 billion annually contact your Sales Continued investment in technology and innovation Representative or visit firstdata.com. firstdata.com © 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 2428 0113 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G SM TeleCheck Checks by Phone Solution SM Go Beyond: TeleCheck Checks by Phone Solution Millions of merchant transactions are conducted over the phone annually, and merchants need a fast, cost-effective payment method to offer customers while they are still engaged on the phone. While credit and debit cards are popular forms of payment, card-not-present (CNP) interchange rates are high and can take a bite out of your profits. Further, your customer is more likely to abandon a purchase if their payment choices are limited to credit and debit only. The good news is that an often-overlooked payment method can be implemented one that can reduce your 54M payment processing costs and increase the number of completed sales. Thats how many consumers First Data Advantages have no debit/credit cards. ®SM The TeleCheck Checks by Phone service makes it possible to serve customers Offer them the ability to shop who prefer to pay for a purchase or pay bills over the phone. The solution instantly online or pay bills using their authorizes the payment while your customers are still on the line, minimizing potentially 1 checking account. lost sales and revenue. Additionally, the service helps merchant call centers have another easy-to-use payment acceptance method. Eliminating Bad-Check Losses 100% ® First Datas TeleCheck database tracks the check-writing histories of 98 percent of U.S. Completely protect your check writers. By tapping into this massive repository, you will know which payments to accept and which to decline, allowing you to eliminate the risk associated with business from the risk of accepting payments from checking accounts. bad checks and the hassle If you opt for our warranty service, you will be enabling the premier check-fraud associated with collections. protection feature for merchants, which transfers fraud responsibility and bounced checks from your business to TeleCheck. Returned checks become our liability, relieving you of not only loss, but also the hassle and countless hours of trying to collect on your own. How It Works 1. A customer contacts your call center or representative to make a purchase or a payment for a product or service. 2. Your representative inputs the consumers personal and payment information into an online payment application or optional web-based user interface from TeleCheck. 3. Using advanced analytics, TeleCheck conducts transaction risk assessment and issues an approval or denial in real time. 4. You receive funding on the next banking day for any transactions approved by 1 - Source - Federal Reserve Bank, The Survey of Consumer Payment Choice., version April, 4 p.m. CST. 2011 and U.S. Census Bureau firstdata.com DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G SM TeleCheck Checks by Phone Solution Easy to Implement Use our Virtual Point of Sale (VPOS) web-based user interface at no charge, or connect through a variety of TeleCheck certified gateway partners, often using an already-established relationship. The partner can help you quickly connect with a streamlined implementation process and ongoing efficient operations. Large merchants may prefer to create a direct, host-to-host connection to the acceptance service instead of going through a payment gateway. Either way, a merchant can often be operational and accepting payments within a few days. Industries and Businesses Served eRetail: apparel, media, electronics, hardware, etc. Merchant call centers or catalog sales Online travel and entertainment Online services Medical Direct marketers or billers Non-profit organizations Features Warranty service that offers complete protection from loss due to bad checks (optional) Low-cost verification of account viability Seamless transition to collections service (optional with verification service) Payment Solutions for Best-in-class fraud prevention tools Maximum Performance Next-day funding Around the world every day, First Data Lower processing rates compared to card-not-present transactions makes payment transactions secure, Option to use TeleCheck Virtual Point of Sale, free web-based user interface fast and easy for merchants, financial institutions and their customers. We ® Market-Leading Payment Expertise from TeleCheck leverage our unparalleled product portfolio and expertise to deliver 369,000 subscribing locations processing solutions that drive 1.8 million transactions processed daily customer revenue and profitability. Information on 98% of US check writers Whether the payment is by debit Trusted with over $79 billion annually or credit, gift card, check or mobile phone, online or at the point of sale, Continued investment in technology and innovation First Data helps you maximize value for your business. For more information, contact your Sales Representative or visit firstdata.com. firstdata.com © 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 1947 0113 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Merchant Services multiple payment options using just one device and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a built-in check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customers checking history and guarantees the face value of the check Terminal for electronic acceptance. In addition to substantially lowering the merchants risk, customers personal information is protected too, because approved checks Payment types supported are returned to the check writer after scanning. Electronic Check Acceptance Visa® eliminates the need for time-consuming trips to the bank to deposit paper checks. MasterCard® American Express® Discover® dial-up connection, with optional WiFi. Todays customers want the ability to use their preferred payment method, and this is the tool for the job. Signature and PIN debit (using an external PIN pad) Business types supported Diners Club Retail, Restaurant, Quick Service, Petroleum, and Direct Marketing (MOTO) JCB Product benefits Gift card Easy installation Get up and running quickly with the intuitive touch-screen TeleCheck ECA display for ease of use. (Electronic Check Acceptance) Accept multiple payment methods Processes virtually all payment types. TeleCheck Warranty Touch screen capability Process simply with intuitive touch screen interface Contactless devices lighting conditions. WEX/Voyager Integrated check reader Convert paper checks into electronic items Europay, MasterCard, Visa (EMV) chip cards Automatic check void Automatically voids ECA approved checks. Large batch capacity Purchase card level I and II, business and commercial card Allows tax prompting on all Visa and MasterCard commercial cards. How can we help? (Continued on next page.) wellsfargo.com DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Solid security Be alerted to suspicious activity with a suite of fraud services. Supports Address Verification Service (AVS), Card Dual built-in printers Fast connection Supports WiFi (requires WiFi model), Internet Protocol (IP), plus dial-up. -button keypad In Wi-Fi capability (optional) MB RAM standard memory Five USB and two serial ports Operation highlights Drop-in paper loading for integrated thermal receipt printer Inkjet single-line defacement printer dedicated to voiding checks Supports contactless payment technology with the appropriate peripheral Security features Secure Sockets Layer (SSL) encryption Retail Address Verification Service (AVS) Account number truncation/expiration date masking on customer and merchant receipt copies Ca Password protection Connection type and speed IP connectivity with dial back-up Wireless Fidelity (WiFi) model allows for WiFi capabilities with built-in dial-up back-up (requires WiFi model) Batch capacity For more information on Wells Fargo Merchant Services, please visit wellsfargo.com/biz/merchant. PIN debit requires a peripheral attachment. TeleCheck ECA not supported in MOTO environment. WEX and Voyager cards are supported for Petroleum Merchants on the Buypass Network. Auto Dial Backup requires DHCP Internet protocol. EMV is available with a peripheral attachment on limited platforms. Check with your sales consultant for details. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Merchant Services Accept the latest innovative payment types with this advanced device credit cards, PIN-based debit, and non-PIN (signature) debit. It also enables your business to go beyond magnetic stripe cards to accept chip cards, contactless, and mobile payment transactions. Payment types supported · Visa® · Advanced payment solution processes virtually all · MasterCard® p · Discover® · er more convenience to your customers enables your · American Express® · JCB · PIN and non-PIN (signature) debit · Improve security takes advantage of the stronger authentication of EMV chip cards instead of reading the · EuroPay, MasterCard, Visa (EMV) less secure magnetic stripe content when customers present chip cards compatible cards · Gift cards · Prepare for the future by responding to consumer demand for · El faster, safer, and better ways to pay for goods and services cards Features · Contactless transactions/key fobs · Accepts magnetic stripe cards, EMV chip cards, contactless · Mobile phone payments cards and key fobs, and mobile phone payments · Payment Card Industry PIN Entry Device (PCI-PED) How can we help? · Easy-to-use interface with visual display prompts, lights, and Chichi Ogbuagu audio cues for customers chichiogbuagu@wellsfargo.com · Does not require a separate power supply 214-740-1304 wellsfargo.com Check with your sales consultant for details. Approved PIN Transaction Security under the manufacturer name XAC Automation. G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 G Exhibit 5955 Contract DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Treasury Management Wholesale Merchant Solutions Wells Fargo Payment Gateway® service Helping merchants enhance sales opportunities, manage payment risk, and streamline payments processing for electronic commerce channels The Wells Fargo Payment Gateway service puts a secure and flexible processing environment at your fingertips, providing a single source for multiple payment options, report and reconciliation services, and industry-leading tools to reduce transaction risk and manage fraud. Combine this with a Wells Fargo deposit account, and youll have access to next-business-day funding of your card payments in U.S. dollars. Security and system availability. PCI DSS compliance is important to your business. Reduce your risk and worries Increase sales and customer satisfaction. The more about managing sensitive payment data with the PCI- payment types you accept, the greater your opportunity compliant Wells Fargo Payment Gateway service. Payment for increased sales. Use the Wells Fargo Payment Gateway tokenization technology lets you move sensitive payment service to accept major credit cards, debit cards, eChecks, digital payment types, and purchasing-card Level III data data centers. all through a single connection. With high system availability, you can rest assured that you are providing your customers with an optimal experience with options for U.S. dollar or local currency funding. while maximizing sales opportunities. Use subscription services to support installment and recurring payments. Its easy for payers to use and it Funding reconciliation and reporting. View and download enhances the shopping experience for your repeat customers. reports (XML, PDF, and CSV formats) to manage your disputes (chargebacks), interchange, and exceptions. Solution integration. With the Wells Fargo Payment Gateway These reports contain the transaction order ID, enabling service, you can easily integrate online payment information you to easily match information to the original transactions. View reports plus search and query transactions online. means you can choose how to manage and access data, The Card Payments Reconciliation report provides saving time, and reducing the risk of error. information on your funding position, disputes, and card Manage risk. items and identify exceptions easily. continued SecureCode. Take risk management a step further with 1 Some restrictions may apply. Foreign currencies settle in U.S. dollars; screening rules for order disposition (accept, reject, review), multi-currencies remain in local currency. and accurately. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G How the Wells Fargo Payment Gateway service works: For more information on the Wells Fargo Payment Gateway service, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com. © 2015 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2105 - 04/15 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Treasury Management Wholesale Merchant Solutions Decision Manager Help protect your e-commerce profits with fraud detection tools that make it fast and easy to make accept or decline decisions on your electronic payments. Todays sophisticated and ever-changing fraud techniques can pose a real threat to your revenue from online sales. Decision Manager arms e-commerce merchants with a real-time risk score on every online transaction you process. With this powerful information, you can automate fraud management, take steps to reduce your chargebacks and fraud losses, and sell with confidence. Spend less time on manual reviews. Adding Decision Evaluate transactions in real time. The powerful Decision Manager engine works with any web-based payments case management. Because the system can be used to gateway to evaluate credit and debit card payments immediately. It operates behind the scenes to optimize orders that meet your criteria for manual oversight. You fraud management, with no disruption to your existing interface, or export data to your existing system. Make sound fraud management decisions. Decision Adjust risk settings to meet your needs. You determine Manager generates a risk score for every transaction you which transactions to accept, decline, and send for process, based on more than 260 global validation tests and 60 billion transactions processed annually by Visa®. products and customers. You can create and modify This current and actionable information helps you these business rules on demand, with no IT coding eliminate guesswork. With Decision Manager, you can make immediate accept or decline decisions based on the new settings. latest fraud threats and known issues, and even automate the decisioning process. Develop a comprehensive fraud protection strategy. Adding Decision Manager starts with an analysis of Reduce chargebacks and fraud losses. Fraud losses come your previous transactions to identify the right fraud in many forms, from chargebacks on stolen card numbers management settings for your organization. Your Wells Fargo team works with you across the process, Manager, you take a proactive approach that can help from planning and implementation through training identify and decline many of these schemes without any and result measurement. Stronger upfront controls, such as IP geolocation, continued multi-merchant transaction histories, and global delivery your company and mitigate your risk. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G How Decision Manager works: For more information about Decision Manager or other Wholesale Merchant Solutions, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com. ©2013 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2863 12/13 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Integration Methods Each Integration Method features a different way for payment information to enter CyberSource's system. We offer fast and simple methods and more advanced options that provide greater flexibility and control. Determine which Integration Method best matches your business' needs, learn how each method works, its advantages, and the technical skills required. Secure Acceptance Web/Mobile Accept payments from any browser – web or mobile, while benefiting from language packs and other easily configurable options. Hosted payment solution, allowing card data to bypass merchant’s network and travel directly from end-user consumer to CyberSource, greatly simplifying the PCI compliance process. http://apps.cybersource.com/library/documentation/dev_guides/Secure_Acceptance_WM/html/wwhel p/wwhimpl/js/html/wwhelp.htm Secure Acceptance Silent Order POST Host your own order page and post payment data to CyberSource to process each transaction. Direct post solution, allowing card data to bypass merchant’s network and travel directly from end-user consumer to CyberSource, greatly simplifying the PCI compliance process. Support full customization. http://apps.cybersource.com/library/documentation/dev_guides/Secure_Acceptance_SOP/html/wwhel p/wwhimpl/js/html/wwhelp.htm Virtual Terminal Use CyberSource's easiest payment solution to enter credit card orders, issue credits, and generate receipts. Your Virtual Terminal can be up & running in 15 minutes. This tool can be utilized by your staff for any transactions that need to be processed outside web or integration payments. http://www.cybersource.com/resources/quickstart/Enterprise/html/wwhelp/wwhimpl/js/html/wwhelp. htm Simple Order API Scalability, full range of services & more control for developers. CyberSource provides the client software. Implementing an API client with a CyberSource SDK requires programming skills in ASP/COM, C, Java/Cold Fusion, .NET, Perl or PHP. You should be comfortable installing libraries into your existing server environment. Access to all CyberSource transaction services. Wide support for many popular code/OS combinations. http://www.cybersource.com/developers/getting_started/integration_methods/simple_order_api/ CyberSource Transaction Web Service Schemas https://ics2ws.ic3.com/commerce/1.x/transactionProcessor/ SOAP Toolkit API Scalability, full range of services & more control for developers. You build your own client software to have scalability, full range of services and great control over buying experience. Access to all CyberSource transaction services. Any code or technology able to build a SOAP message or consume a web-service may be integrated due to the open-source nation of this solution. http://www.cybersource.com/developers/integration_methods/simple_order_and_soap_toolkit_api/so ap_api/html/wwhelp/wwhimpl/js/html/wwhelp.htm DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Batch Upload Use Offline File Submission to send CyberSource your transactions in batches, instead of submitting each one individually. In one file, you can include transactions that use different services, currencies, countries, merchant IDs, and card types, thus eliminating the burden of handling these values separately. http://apps.cybersource.com/library/documentation/dev_guides/Offline_Trans_File_Submission/html /wwhelp/wwhimpl/js/html/wwhelp.htm Recurring Billing (Subscription ID/tokenization) Consolidate one-time and recurring payment processing on a single platform. CyberSource Recurring Billing supports subscription and installment payments, enabling billing via multiple payment options in numerous currencies. Sensitive payment information is stored in secure datacenters, reducing data storage risks. http://apps.cybersource.com/library/documentation/sbc/SB_Reporting_UG/html/wwhelp/wwhimpl/js /html/wwhelp.htm#href=cover.html Account Updater Service to be used to update Recurring Billing/Subscription IDs Account Updater notifies you of changes to stored customer credit card data. Such changes could affect expiration date, credit card number, or a brand. Account Updater obtains credit card information from ®® and MasterCard and provides an encrypted response file that you can use to update your data both Visa store. http://apps.cybersource.com/library/documentation/dev_guides/Account_Updater_UG/html/wwhelp/ wwhimpl/js/html/wwhelp.htm#href=ch1Intro.html Other Applications Visa Checkout http://www.cybersource.com/developers/integration_methods/visa_checkout/ PayPal Express Checkout Services http://apps.cybersource.com/library/documentation/dev_guides/PayPal_Express_SO/html/wwhelp/w whimpl/js/html/wwhelp.htm TM Apple Pay http://apps.cybersource.com/library/documentation/dev_guides/apple_payments/getting_started/html /wwhelp/wwhimpl/js/html/wwhelp.htm Reporting API In addition to the pre-defined reports in the previous chapter, the Business Center offers on-demand reports. On-demand means that these reports are not automatically generated every day (or week or month), but that you can request them at any time. You can obtain on-demand reports by downloading in the Business Center, using a Client Application or Query API. http://apps.cybersource.com/library/documentation/sbc/SB_Reporting_UG/html/wwhelp/wwhimpl/js /html/wwhelp.htm#href=cover.html DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 1. eMarketer, US Mobile Payments 2014: Updated Forecast and Key Trends Driving Growth. 2 Wall Street Journal, Apple Keeps U.S. Smartphone Market-Share Lead, But Samsung Gains Ground, June 3, 2014. 3. Apple press release, September 22, 2014. 4. eMarketer, July 11, 2013. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 5. Business Insider, John Heggestuen, An Inside Look At The Starbucks App, The Most Successful Mobile Payments System In The US, September 23, 2014. 6. Internet Retailing, Chloe Rigby, More than 6m new customers bought from eBay by mobile in the second quarter alone, July 13, 2014. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Begin the purchase transaction Check for the chip Insert the Chip Card when prompted §§ ª Follow the prompts Remove the Chip Card when prompted 7. Visa and EMVCo studies. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Treasury Management Your merchant services implementation process Thank you for using Wells Fargo Merchant Services. What you can expect after you commit your business to Wells Fargo: Your relationship team will gather information from you in order to comply with legal, regulatory, and other internal requirements. During this time they will keep you posted on the progress. Your sales team will contact you to begin gathering information to complete your implementation. Your sales team will supply and work with you to complete the necessary documentation for your implementation. What you can expect during the implementation process: implementation manager. Your assigned implementation manager will guide you through the implementation process by: Providing an overview of the implementation experience Gathering additional details Reviewing the statement of work Providing document resources and support for your internal technical setup Coordinating training As your implementation progresses you will submit test transactions to ensure a successful setup. You and your implementation manager will coordinate a go-live date. After your account is processing transactions, your implementation your implementation manager will conduct a statement review and introduce you to your ongoing support team. What you need to do during the implementation: Provide additional information that may be needed to complete the implementation as requested. prepared to participate as needed. Be prepared to discuss your reporting and reconciliation requirements. Partner with your implementation manager to coordinate your setup, training, test transactions, and go-live date. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Prior to implementation Implementation After implementation 2 to 4 weeks(see time table below) Wells Fargo Relationship Manager Merchant implementation managerWells Fargo merchant contacts services Relationship or Business associate Treasury management (TM) or Merchant sales consultant TM or Merchant sales analyst Whats Finalize and facilitate legal contracts Coordinate efforts of all partiesProvide ongoing happening for merchant services and pricingservicing and Gather additional service details coordinate additional Complete any credit or regulatory Complete setup of services training as needed requirements Provide reference materials Gather merchant implementation details Coordinate training Provide a detailed review of the merchant card reporting Provide a merchant statement review 30 days post go-live Implementation time table ServiceDefinitionTime to implement* Terminal 1-20 A Point Of Sale (POS) terminal refers to the hardware and software used for checkouts, serving 2 4 weeks as a tool to manage the selling process by a salesperson accessible interface. They are used in Terminal 21+4 8 weeks face-to-face transactions where both the customer and the card are present at the POS. Value Added VAR is a 3rd party, non-Wells Fargo entity which offers a merchant payment technical solution. 4 weeks Reseller (VAR)Authorization and settlement processing of these transactions is provided by Wells Fargo. Direct Connect Direct Connect allows you to connect to the processor for authorization and settlement via one 8 10 weeks of the two options: 1. MPLS Circuit Dedicated connection from your location into the processor. Requires a Cisco router owned by the processor. 2. VPN Dedicated connection from your location using the internet. Requires a Cisco router owned by the processor. Wells Fargo The Virtual Terminal is similar to an internet-based version of the credit card terminals used at 2 4 weeks Payment Gateway retail stores. You can use the Virtual Terminal to process orders by keying in the payment and customer information pertinent to the order or by swiping a card with a reader. (WFPG) Virtual Terminal WFPG Secure Acceptance is an internet-based hosted checkout experience. It consists of securely 4 8 Weeks Secure managed payment forms for processing transactions. You, the merchant, submit payments to Acceptance Secure Acceptance, which is specifically designed to accept electronic payments. WFPG API is an internet-based communication protocol that facilitates the transfer of information 8 12 Weeks Application between separate software applications. This allows you to create your own customized order Program Interface page and customer receipt to give you more control over your customers buying experience (API) Integration while connecting with WFPG to securely process your transactions. WFPG Decision Manager provides you with a real time risk score on every online transaction processed. 2 4 weeks Decision Manager This allows you to automate fraud management and takes steps to reduce your chargebacks and fraud losses. Decision Manager leverages over 60 billion transactions that Visa and CyberSource process annually, resulting in powerful insights and analytics to manage your risk and prevent fraud. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Your Wells Fargo team Relationship Manager eReceivables consultant or Sales Analyst Manages and supports your overall banking Introduces merchant solutions relationship Facilitates signing of legal contracts Relationship associate or Business associate Merchant implementation manager Supports your relationship manager Facilitates all aspects of the end to end Provides day to day customer serviceimplementation of new Merchant services and changes to existing services Treasury management sales consultant Coordinates training or Sales analyst Introduces treasury management solutions Wells Fargo merchant services Meets with you on a regular basis to review existing Provides day-to-day research and transaction services, discuss treasury management needs and support on existing accounts and services share industry best practices Assists with merchant product questions Coordinates ongoing merchant product training as needed All rights reserved. Member FDIC. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Wells Fargo Merchant Services RFP response conditions By responding to the RFP, Wells Fargo Merchant Services is not indicating our acceptance of any of the terms or conditions contained in the RFP, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response, and we expressly reject any terms or conditions in the RFP that purport to be binding on Wells Fargo Merchant Services by virtue of our proposal, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response. Instead, our proposal is intended to be a description of the services we are able to provide in response to the requirements described in the RFP including a firm commitment regarding the fees we would expect to receive for those services. If our proposal is accepted in principle, we are willing to negotiate mutually acceptable terms and conditions that shall govern our payment services relationship with the City. To this end, we are providing a link to a copy of our Program Guide (http://www.wellsfargo.com/downloads/pdf/biz/merchant/program-guide- gov.pdf), which we expect to become the final contract between Wells Fargo Merchant Services and the City with respect to our payment services, and we will consider in good faith any changes to the Program Guide that you may request. In addition, the City should be aware that the processing of credit and debit card transactions is subject to the terms, conditions, policies, and procedures of the ®® Visa and MasterCard Payment Networks and the non-bankcard issuers. A summary of many of the key elements of those Payment Network requirements is provided in the Operating Procedures section of the Program Guide. The terms, conditions, policies, and procedures of the Visa and MasterCard Payment Networks and the non-bankcard issuers are independently established and beyond the control of Wells Fargo Merchant Services to negotiate. Payment Network mandated fees and assessments are governed by the Payment Networks and are subject to change during the term of the contract and in accordance with the terms of the Program Guide. Wells Fargo’s pricing as provided in its response to this RFP is based upon the information provided by the City (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in Wells Fargo’s RFP response was created. In responding to this RFP, Wells Fargo only agrees to be bound to the pricing it provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by the City as of the date of the creation of that pricing, are accurate and unchanged. In the event that Wells Fargo is the successful bidder, and the City subsequently provides additional information to Wells Fargo that would affect it’s the pricing (including pass through fees paid by the City), Wells Fargo shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by the City. Further, should Wells Fargo be the successful bidder for this RFP, the City shall be required to execute a Final Pricing Terms document. Information contained in this response is valid for 60 days from the date of submittal. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM #1 RFP # 5955 SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON Issue Date: November 6, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Addendum #1 to be returned with Proposal The Schedule of Events and due date are revised as follows: 4.SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue Solicitation: 10/19/2015 Deadline for Submission of Questions: 11/6/2015 at 11:00 AM CST Deadline for Submission of Responses: 12/8/2015 at 11:00 AM CST Evaluate and rank initial results: 12/18/2015 Interview(s) with top ranked firms: 1/6/2016 Completion of Negotiations: 1/15/2016 Official Award: 2/2/2016 The City of Denton is using the solicitation Schedule of Events above as the official 30 day notification requirement for an interview with a firm. Please note that the due date for responses has been moved to December 8, 2015 at 11:00 AM. NO OTHER CHANGES AT THIS TIME. Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM #2 RFP # 5955 SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON Issue Date: November 17, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 5595 Debit/Credit Card and Electronic Check Processing Addendum # 2 Debit/Credit Card Processing 1. Who is the current incumbent for debit/credit card processing? 2. On a scale of 1 to 10 with 1 being extremely unhappy and 10 being extremely happy, how would you rank the incumbent? Th.The City is required to go through a formal solicitation process every five years. 3. We see you mentioned Paymentus in the RFP, is the winner of this contract to replace or work with Paymentus? (API) for debit/credit card payments made over the Internet and IVR (Interactive Voice Response) for Utility Billing (Customer Service) and the selected vendor would be expected to work with them.Paymentus also interfaces with North Star, the Utility Billing A/R system. However, the City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor. , the Building Inspections Department utilizes TrakIt and the Library utilizes Millenium/Sierra and the selected vendor will need to work with their software provider for debit/credit card payments made over the internet. 4. What CIS or cashiering software are you currently using? Each City department has software specific to their location which does not integrate into processing (POP/MOTO/Internet). 5. Are you looking for PIN Debit pricing? Yes. The City is not currently accepting PIN Debit transactions but would like to provide this service with the new contract and implementation of new EMV capable equipment. 6. Are you currently absorbing or are you charging the customer a convenience fee or both? The City currently has one internet location (Utility Billing) that charges a convenience fee but only for commercial accounts. All others are absorbing the processing fees. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 7. Are you currently offering eBill presentment and if so, who is the incumbent and what is the cost? The City does offer eBill presentment through eCares, a North Star product.The City is willing to review alternative solutions that may be proposed be a vendor. 8. If not doing eBill, on a scale of 1 to 5 with 5 being extremely important, how would you rank your desire for eBill? Not applicable, the City currently offers eBill. 9. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), please specify whether the e-payment solution and related transaction processing will be - the end-- The City currently has one internet location (Utility Billing) that charges a convenience fee but only for commercial accounts. All others are absorbing the processing fees. 10. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), please provide projected annual transaction volumes (by both the number of transactions (#) and by value of transactions ($-amount)), distributing the transaction volumes across the (1) payment methods (e.g., credit/debit card or e-check/ACH) and (2) payment channel (Web, Sale, etc.) that are envisioned for each application. The City has provided all volume and value information in Exhibit 1 Pricing Sheet included with the Request for Proposals. 11. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), for which electronic billing presentment is desired, how many bills are expected to be available for electronic presentment annually? The City only offers bill presentment for utility billing and approximately 86,000 bills are presented annually. 12. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), for which on site card payments are desired, how many Point of Sale (POS) credit card terminals are desired? The City desires to have 50 terminals. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 13. For how many unique utility service accounts does the City bill? How many utility bills are issued annually? This City has approximately 60,000 unique utility service accounts and approximately 700,000 utility bills are issued annually. 14. Which departments/application(s) (e.g., Utilities, Courts, Building Inspections, Library, etc.) does Paymentus support? Paymentus only supports Utility Billing (Customer Service) and serves as the API for Internet and IVR (Interactive Voice Response) payments.Paymentus also interfaces with North Star, the Utility Billing A/R System. 15. Does the City seek proposals for solutions that: (1) Support the processing of payments initiated through Paymentus or (2) Support payment initiation (in lieu of Paymentus) as well as the corresponding processing of payments? The City is willing to review all options as it relates to payments. The City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor. 16. Between which entities do system and Paymentus or (2) the Paymentus and the Merchant acquirer/processor? (Elavon) but only for Utility Billing. 17. Per the Solicitation Checklist, vendors should review Exhibit 3 Scope of Work. This Scope of Work document also contains questions. Do these questions require response as part of ed? The City requests a response to all questions, including those in the Scope of Work. The City prefers that responses to questions in the Scope of Work be provided in that document. 18. Per the RFP, responses should be limited to 200 pages. Does this include any appendices we may need to provide (e.g., sample reports, sample contract)? No, this does not included required supplemental information requested by the City. Please note that large files and zip files may not make it through our email system, or may take significant time to transmit via email. We request smaller documents to ensure receipt via email. Also, please note that the responses are due at the City by 11:00 A.M., C.S.T., large emails sent by respondents may not make it through our email until after DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G that time. We suggest you send smaller files and in plenty of time to clear the email server before 11:00 A.M., C.S.T. 19. ber 6 and responses are due Tuesday, November 17. This will not allow vendors much time to finalize their response after the City supplies responses. Would the City extend the deadline so vendors have adequate time to develop a comprehensive response? The due date for proposal has been extended and they are now due by 11:00 a.m. on December 8, 2015. 20. City be willing to contract with more than one vendor? The City is willing to review all options but prefers a single contract which may or may not involve the use of a third party partner to provide certain services. 21. Regarding Exhibit 1, can you confirm based on the pricing sheet you are processing approximately $73M in sales volume annually for both credit card and check? The City confirms that this is accurate based on the last 12 months of activity. 22. Regarding Exhibit 1, can you also confirm based on the pricing sheet you are processing approximately 2,277,576 transactions (credit card and check) annually? The City confirms that this is accurate based on the last 12 months of activity. 23. How many merchant accounts (MIDs) does the City process under today? The City has 48MIDs. 24. Do you currently use terminals? Can you provide us information on your point-of-sale terminals by location? What are the makes and models? Do you own or rent your terminals? Are they EMV compliant? equipment. The City desires to receive options for purchasing and/or leasing replacement equipment, including any special consideration a vendor might provide that would r owns the terminals. 25. What PIN pads are used today? Please provide the number of each, manufacturer, make and model and if owned, rented or leased. The City desires to replace all current equipment and has no PIN Pads in use. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 26. If any location is using a POS system, please provide the company name, product name, and version, including service packs of each system. The City utilizes ElavonConverge (previously, VirtualMerchant) system. 27. If any of the POS systems use a third-party payment software/middleware application, please provide the company name, product name and version, including service packs of each and the POS system it is used with. 28. If any of the POS systems use a third-party payment gateway, please provide the company name, product name and the POS system it is used with. The City (previously, VirtualMerchant) system which also serves as the payment gateway. 29. If a third-party payment gateway is used for web payment processing, please provide the company name and product name of the gateway and areas using this acceptance type. The City serves as the payment gateway. 30. If a third-party payment gateway is used for IVR payment processing, please provide the company name and product name of the gateway and areas using this acceptance type along with the company name and product name of the IVR system. The City does not utilize a third-party gateway for IVR payments. 31. If a payment gateway is used for over the counter, mail or telephone payment processing, please provide the company name and product name of the gateway, locations using this acceptance type and how it is used in conjunction with each acceptance method. The City serves as the payment gateway. 32. Who funds the City for Discover transactions today? Elavon funds all payment cards accepted by the City (Visa, MasterCard and Discover only). 33. Are you PCI compliant today and what is your PCI level? No. However, the City is working toward compliance for Level 3 processing. The City desires to receive card processing options that may assist with achieving compliance. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 34. Does any location use tokenization today? If so, please provide the tokenization method and product used. The City does not currently use tokenization but desires to implement tokenization in conjunction with award of this contract. 35. Does any location use point-to-point (P2P) or end-to-end (E2E) encryption today? If so, please provide the encryption method and product used. The City does not currently use encryption but desires to implement encryption in conjunction with award of this contract. 36. Do you have an EMV strategy? If so, what is your timeframe to implement and what solution and EMV devices (manufacturer, model name and number) are you considering? The City desires to implement EMV capable equipment in conjunction with award of this contract. The City is willing to review all equipment options. 37. Who is your current merchant card processor? When does your contract expire? Parks Department, is Elavon.The contract with Elavon is due to expire on May 31, 2016 but may be extended contingent on this Request for Proposals.The Libraries processor for internet transaction is PayPal. 38. What is the time frame of your current funding for payment of your settlement items? How are you funded wire or ACH? What depository bank are your funds settled to? The City prefers same day, or next day, bank is Wells Fargo although the contract expires on May 31, 2016. The City is currently in the process of conducting an RFP for bank depository services to be awarded at the same time as this contract. 39. Do you currently have a recurring billing process in place? The City does not currently have a recurring billing process for debit/credit card but is interested in implementing this service.The City does have a recurring billing process for e-check payments. 40. Do you have a need for B2B or Purchasing Card Level II and/or Level III? No. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 41. Do you currently charge a convenience fee for any of your payment acceptance processes? If so, do you use a single or two-transaction model? If you use a two-transaction model, who receives funding for the second transaction? The City charges a convenience fee for commercial accounts in Utility Billing only through a two-transaction model. Elavon receives funding for the second transaction. 42. Regarding Part 1, requirement 16. a., would a browser based interface be acceptable instead of a software based interface? Yes. 43. Regarding Part 1, requirement 17.b, is there a specific POS application or system that this device is required to interface with, and if so who will develop the interface to the computer? No. 44. Regarding Part 1, requirement 17. c., is there a specific POS application or system that will drive the printer? Who would develop the interface from the device response back to the Receipt Printer and/or POS system or application? There is no specific POS application or system that will drive the printer. The vendor will be responsible for any interfaces between receipt printer and POS system/application. 45. Regarding Part 1, requirement 18, are all of the requirements pertaining to the POS system requirement? The vendor will be responsible for all POS system updates. 46. upgrades at no cost? Yes. 47. Regarding Part 1, requirement 20. a., will the City accept email delivery of the reports to the Assistant Director of Finance? The City will accept email delivery of reports,if available. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 48. Will the City of Denton need new hardware/equipment or are they looking to use the existing system(s)? If so, can you provide what those are to ensure they are compatible. equipment. The City desires to receive options for purchasing and/or leasing replacement equipment, including any special consideration a vendor might provide that 49. Please describe the role Paymentus plays in your processing? Are all payments, both card and check, ran through this system? If so are you just looking for a backend processor or are you looking for replacements or alternatives to Paymentus? (API) for debit/credit card payments made over the Internet and IVR (Interactive Voice Response) for Utility Billing (Customer Service) and the selected vendor would be expected to work with them.Paymentus also interfaces with North Star, the Utility Billing A/R system. However, the City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor. Municipal Court utilizes Incode, the Building Inspections Department utilizes TrakIt and the Library utilizes Millenium/Sierra and the selected vendor will need to work with their software provider for debit/credit card payments made over the internet. 50. Ihave requested some information directly from Paymentus regarding the API but was wondering if there was a specific contact there we should be contacting? vendors in conjunction with this Request for Proposals. 51. You mention the Library runs through PayPal but you need a processor to handle the transactions, are you using the PayFlow pro product? Yes. 52. Can you please provide a. How many MIDs you currently have? 48. b. How many users you would need to have access to the systems? 100. c. Are the MIDs representative of different physical locations in the City or different departments within the City offices? Both. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Check Processing 53. Would the City be open to full service kiosks for the acceptance of checks at the point of purchase, instead of horseshoe bend-style check processor? The City is interested in reviewing any and all alternatives for check processing equipment at the point of purchase. However, the City is not interested in removing electronic check processing from its cash custodians at the point of purchase. 54. Who is the current incumbent for check processing? Check Processing is Elavon. 55. Are all check types authorized through your current vendor? Only personal and commercial checks are processed through Elavon. All others are manually deposited to Wells Fargo. 56. telephone number? The City information to Elavon. 57. Do you currently accept checks through your website? The City currently does accept checks through its website. The City is willing to review options for this service. 58. Please provide an outline of what reports you currently use so we can provide recommendations. The City requests that prospective vendors submit samples of their standard reports to 59. How do you currently collect on returned/bad checks today? The City utilizes a third-party collection agency for returned/bad checks. 60. Is it your policy to require: a. Checks be imprinted with a name (non-starter checks) No, the City does accept temporary checks. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G b. Address to be included on the check, either imprinted or written Yes. c. Phone number, either imprinted or written Yes. d. Driver License number recorded on check Yes. 61. Are checks returned to a consolidated return account or to the banks at which they are deposited? Checks are returned to the accounts at which they were deposited. 62. Regarding Part 2, requirement 4: a. via the Paymentus API and what processors are the API certified to interface with. North Star, A/R system for Utility Billing and Elavon, card processor. b. Are there any third-party gateways or systems the API requires? No. c. If so please provide company names and product names? N/A. d. What payment types and acceptance types are certified? Visa, MasterCard and Discover. e. Is this Internet based only or does it include over-the-counter? Internet and IVR. f. Is the API EMV certified, and if so to which processors? Paymentus is PCI and EMV certified. The City does not have a full list of processors to which Paymentus is certified other than Elavon. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G g. The City requests technology specifications for all proposed systems and services. We consider this information to be proprietary. Would you be willing to sign a non- disclosure agreement? Yes. 63. Regarding Part 2, requirement 5. a., please identify all existing hardware/software used in this service today, including company name, product name and versions including any service packs, number of each and length of time owned. The City desires to replace all check processing equipment in conjunction with this Request for Proposals. 64. Do you currently offer an ACH/E-Check option for your customers to process online? The City current does offer an ACH/E-Check option through its website. However, the City is willing to review options that may replace the current system. 65. As a provider of Remote Deposit Capture services to financial institutions and direct customers, we feel our product is unique in that we can integrate directly into the banks core processing platforms for speed of funding and presentment of data. That being said, we wanted to ensure that a company like ours that provides RDC outside of a financial institution would be considered for the RFP. The City is willing to review all options for RDC processing of checks. 66. Are all checks presented in a paper format and then converted or are you also looking for a verification/guaranty product for electronic of telephone checks? The City does not accept checks by telephone. 67. Our current ECS imagers are flat feed style RDM terminals and not horse shoe bend style, would you consider these as an alternative? The City desires to replace all check processing equipment in conjunction with this Request for Proposals and will consider all options. rd There will be a 3Addendumto follow. Staff is still working on answeringeight (8) questions and preparing an attachment. NO OTHER CHANGES AT THIS TIME. Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM #3 RFP # 5955 SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON Issue Date: November 20, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M. DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 5595 Debit/Credit Card and Electronic Check Processing Addendum # 3 Debit/Credit Card Processing 1. What is your annual credit card processing volume by card type and PIN debit? was 300,000 transactions totaling approximately $52 million over a 12 month period. The City does not currently process PIN debit transactions. The City processed 6,500 Discover transactions totaling approximately $815,000. The City was unable to receive a breakdown of MasterCard and Visa transactions but processed a combined total of 293,500 transactions totaling approximately $51 million. 2. What is your annual number of transactions by card type and PIN debit? See response above. 3. Would you be willing to share 3 months worth of current processing statements so that we can analyze card mix and qualification levels? The statements are attached. Electronic Check Processing 4. What is the dollar or number of checks returned and set for warranty (guarantee) claims? This information is not currently available for the four electronic check conversion with guarantee MIDs at the Police Department. 5. What types of checks are accepted in the store and their approximate percentage of tender? Personal and Commercial checks are accepted. The percentage of tender is not currently available. 6. What is the current annualized check volume, by number of items and dollar value, presented in your stores, including checks declined for authorization? The City has processed approximately 17,000 checks totaling $11.5 million over a 12 month period. The City processes checks electronically at the following locations: Utility Billing, Municipal Court, Building Inspections, Police Department, Parks, Libraries, Finance Department, Animal Shelter, and Landfill. 7. What is the total volume, by number and dollar amount, of returned items? This information is not currently available. RFP 5955 Addendum 3 Page 2 of 3 DocuSign Envelope ID: AA106E26-C9CD-4B69-8F51-6652BC43CCA9 Contract 5955 Exhibit G 8. What percentage of returned checks (by number and dollar amount) that are submitted for collection are collected? This information is not currently available. NO OTHER CHANGES AT THIS TIME. Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. RFP 5955 Addendum 3 Page 3 of 3 Certificate Of Completion Envelope Id: AA106E26C9CD4B698F516652BC43CCA9Status: Completed Subject: City Council Docusign Item - 5955 Wells Fargo Source Envelope: Document Pages: 210Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 6/13/2016 9:55:23 AM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 6/13/2016 9:57:59 AM Completed karen.smith@cityofdenton.comViewed: 6/13/2016 9:58:13 AM Assistant Purchasing ManagerSigned: 6/13/2016 9:58:54 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: DAVID WONSent: 6/14/2016 9:31:13 PM xdvwon@wellsfargo.comResent: 6/15/2016 9:36:07 AM Vice PresidentViewed: 6/15/2016 10:34:58 AM Security Level: Email, Account Authentication Signed: 6/15/2016 10:36:18 AM Using IP Address: 159.45.186.47 (Optional) Electronic Record and Signature Disclosure: Accepted: 6/15/2016 10:34:58 AM ID: 9dd69d2e-a4ba-4deb-80ba-de83ddc705bc John KnightSent: 6/15/2016 10:36:24 AM john.knight@cityofdenton.comViewed: 6/15/2016 4:46:33 PM Deputy City AttorneySigned: 6/15/2016 4:47:41 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 6/15/2016 4:47:46 PM Completed julia.winkley@cityofdenton.comViewed: 6/16/2016 8:17:31 AM Contracts Administration SupervisorSigned: 6/21/2016 4:09:43 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer EventsSignatureTimestamp George C. CampbellSent: 6/21/2016 4:09:49 PM george.campbell@cityofdenton.comViewed: 6/22/2016 3:54:33 PM City ManagerSigned: 6/22/2016 3:54:48 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer WaltersSent: 6/22/2016 3:54:52 PM jennifer.walters@cityofdenton.comViewed: 6/23/2016 8:51:04 AM City SecretarySigned: 6/23/2016 8:51:14 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Eric J LienSent: 6/14/2016 9:31:17 PM Eric.J.Lien@wellsfargo.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 6/14/2016 4:05:33 PM ID: 19801e60-5fb1-4312-89d0-b53e04cd2933 Julia WinkleySent: 6/15/2016 10:36:23 AM julia.winkley@cityofdenton.comViewed: 6/15/2016 11:00:48 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 6/15/2016 10:36:23 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane RichardsonSent: 6/21/2016 4:09:47 PM jane.richardson@cityofdenton.comViewed: 6/22/2016 8:19:14 AM Security Level: Email, Account Authentication (Optional) Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin FoxSent: 6/21/2016 4:09:47 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer BridgesSent: 6/23/2016 8:51:19 AM jennifer.bridges@cityofdenton.comViewed: 6/23/2016 10:38:48 AM Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane RichardsonSent: 6/23/2016 8:51:20 AM jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Antonio PuenteSent: 6/23/2016 8:51:22 AM Antonio.Puente@cityofdenton.comViewed: 6/29/2016 10:47:14 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/23/2016 8:51:22 AM Certified DeliveredSecurity Checked6/23/2016 8:51:22 AM Signing CompleteSecurity Checked6/23/2016 8:51:22 AM CompletedSecurity Checked6/23/2016 8:51:22 AM 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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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. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TEMPUS TECHNOLOGIES, INC. (Contract 5955) THIS CONTRACT is made and entered into this date ______________________, by and between Tempus Technologies, Inc., a corporation, whose address is 120 E. Seventh St., Auburn, Indiana, 46706, hereinafter 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 The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) Scope of Work and Specifications (c) Tempus Technologies and Paymentmate Master Agreement C (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); 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 of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Tempus Technologies, Inc. BY: _______________________________ AUTHORIZED SIGNATURE Date: __________________________ Name: _________________________ Title: __________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Exhibit A Special Terms and Conditions 1. $¤²¢±¨¯³¨® ®¥ '®®£ £ 3¤±µ¨¢¤² Contractor shall debit/credit card and check processing collection system for the City of Denton. This system will include webhosting, web services, software licensing, and professional services to implement the gateway. 2. 4®³ « #®³± ¢³ !¬®´³ The contract total for services shall not exceed $300,000.00 without an additional signed Statement of Work with projected cost. Pricing shall be per Exhibit C, specifically documents M . 3. #®³± ¢³ 4¤±¬ The contract term will be five (5) years, effective from date of award or written notice to proceed as determined by the City of Denton Purchasing Department. 4. Indemnification 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, the parties agree that City 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. 5. #§®¨¢¤ ®¥ , ¶ £ '®µ¤±¨¦ , ¶Ȁ The Contract shall be governed by: (a) U.S. federal law and (b) the laws of the State of Texas. 6. *´±¨²£¨¢³¨® £ 6¤´¤Ȁ The Contract is made under and shall be governed by the laws of the State of Texas, including, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts in Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 7. Termination: The City or Contractor may terminate the contract for any reason with ninety-day (90) written notice to the other party. Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 8. Exclusivity Nothing herein is intended nor shall be construed as creating any exclusive arrangement with Contractor. This Contract shall not restrict City from acquiring similar, equal or like goods and/or services from other entities or sources. 9. Confidentiality: In order to provide the deliverables to the City, Contractor may require access to certain of the information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential and excluding information contained within the processing transactions. valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, 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 Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 10. -®£¨¥¨¢ ³¨® ®¥ %·§¨¡¨³ 4¤±¬² £ #®£¨³¨®² a. %·§¨¡¨³ C- Temp´² 4¤¢§®«®¦¨¤² 0 ¸¬¤³¬ ³¤ - ²³¤± !¦±¤¤¬¤³Ǿ 4¤±¬ ®¥ 4§¨² Agreement, ²§ «« ¡¤ ¬¤£¤£ ³® ±¤ £Ȁ This agreement is effective as of the contract execution date on page one of this contract n full force and effect b. %·§¨¡¨³ C- 4¤¬¯´² 4¤¢§®«®¦¨¤² 0 ¸¬¤³¬ ³¤ - ²³¤± !¦±¤¤¬¤³Ǿ 3¤¢³¨® Γ Ǿ ²§ «« ¡¤ ¬¤£¤£ ³® ±¤ £Ȁ a. Term. The term of this Agreement shall begin on the Effective Date (as defined on Exhibit A, Section 3 of this contract) and continue through the Expiration Date (as defined in Exhibit A, Section 10a of this contract). Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 c. %·§¨¡¨³ C- 4¤¬¯´² 4¤¢§®«®¦¨¤² 0 ¸¬¤³¬ ³¤ - ²³¤± !¦±¤¤¬¤³Ǿ 3¤¢³¨® ΐΏ¡ ²§ «« ¡¤ ¬¤£¤£ ³® ±¤ £Ȁ Allocation of Risk. The provision of this agreement allocate the risks between Customer allocation or risk. d. %·§¨¡¨³ C- 4¤¬¯´² 4¤¢§®«®¦¨¤² 0 ¸¬¤³¬ ³¤ - ²³¤± !¦±¤¤¬¤³Ǿ 3¤¢³¨® Η¡ ²§ «« ¡¤ ¬¤£¤£ ³® ±¤ £Ȁ B. Customer Insurance. During the Term, Customer agrees to obtain and maintain at its sole expense, the following insurance coverage and limits or may choose to self-insurance these coverages: i. Commercial General Liability Insurance with a per occurrence limit of not less than $1,000,000 and a general aggregate limit of not less than $2,000,000. ii. section is deleted. iii. Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Exhibit B SCOPE OF WORK & SPECIFICATIONS The attached, which is a Statement of Work pursuant to Addendum D to this contract. Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Statement of Work Description of Professional Services. Provider will use commercially reasonable efforts to perform the services described in this Addendum. Project Description: Provider will perform the services identified below for Customer. Section A: Solution Summary Stand Alone Windows Edition (pop over) for both card and check processing This solution supports POP and MOTO and requires an internet connection Ingenico iSC250 to support EMV & Trans Armor through Wells Fargo CheXpress CX 30 scanner to image/scan checks ICA (Internet Check Acceptance) Phase 2 requires separate SOW Section B: Implementation Consulting Tempus sets up an organizational tool, Base Camp, for direct project communication between all parties The City of Denton wishes to include on the project Tempus sets up weekly calls during project implementation starting with a review of scope of project Tempus will work with City of Denton to set up a Development test account to test installation and production prior to deployment via phone and web Tempus will work with the Wells Fargo team for the merchant account information needed for the Tempus profile and test account information. set up roll out schedule to install and train on solution via phone and web Section C: Work Schedule and Project Duration Once Wells Fargo has given Tempus the Merchant Account numbers and TransArmor information, Tempus has 4 business days to set up profiles, test account information and reach out to the City of Denton IT staff to schedule location installs. If the Merchant Account information does not test according to Tempus specifications, Tempus will reach back out to Wells Fargo with the error report and the process will repeat for testing once new account information is given. Once profiles have been set up Tempus will reach out to City of Denton to set up the roll out schedule according to the Section D: Technical Support City of Denton will be assigned a Relationship Manager during the Implementation phase. After Implementation The City of Denton will have access to the toll free tech support number (800-225-8979 x 4) for any software issues Tech Support is 9:30 AM 5:30 PM EST during the week. After hours emergency support week days 5:30 PM - 10:00 PM EST and weekends 9:30 AM 10:00 PM EST. Section E: Shipping/Delivery/Packaging Packaging will include Part Number, Description, Quantity Shipped Device shipments can be divided and shipped to locations or to a single address Shipments are shipped by UPS Ground services unless requested by City of Denton and additional shipping charges are approved Shipping costs are billed once shipment is processed and shipped. Ingenico devices are shipped with security tape with and email confirming ship date. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Section F: Devices Due to the specific firmware loads and PIN injections all sales are final at the time of the PO or signed order form Firmware updates may be needed depending on time frame ordered/shipped. Updates instructions will be given to City of Denton IT Section G: Tempus provides the following reports Reports have the capability to be downloaded to Excel for advanced search options Daily Batch Reports Summary Reports Summary by Station Reports Optional Reports May have additional monthly fees APM (Access PaymentMate) Online web portal for closed batches. o Listed by location or by all locations o Sorted by date frame o Full Batch info o For check services the scan of the check is provided o Can sort by workstation Transaction Management includes Location Lookup o pen batches Section H: Finance Monthly invoices will be emailed to the contact listed below with the stated address also listed. Invoices will list fees by location Email Address: ________________________________________ Bill to Address: ________________________________________ City/State/Zip: ________________________________________ Remit Payment to: Tempus Technologies, Inc. Attn: Accounts Receivable th 120 E 7 St. Auburn, IN 46706 Section I: Change to SOW: The following provides a detailed procedure t5o follow if a change to this SOW is required. the change, the rationale for the change and the effect the change will have on the SOW. The Designated Contact of the requesting party will review the proposed change and determine whether to submit the request to the Designated Contact of the other party. Both Designated Contacts will review the proposed change and approve it for further review or reject it. The review will determine the effect that the implementation of the CR will have on price, schedule and other terms and conditions of the SOW An authorized representative of Provider and Customer must agree in writing to authorize the implementation of the approved changes. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 IN WITNESS WHEREOF, the Parties represent that their respective signatures are duly authorized to execute this n it. Tempus Technologies, Inc. The City of Denton By: __________________________________ By:_______________________________ Name:________________________________ Name: ____________________________ Title: _________________________________ Title: ______________________________ Date: _________________________________ Date: ______________________________ DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Exhibit C PAYMENTMATE® MASTER AGREEMENT T HIS P AYMENT M ATE® M ASTER A GREEMENT is entered into between T EMPUS T ECHNOLOGIES, I NC. (Provider), having the principal address at 120 E. Seventh St., Auburn, Indiana 46706, and the Customer shown below (Customer), having the principal address set forth below Customers signature. This PaymentMate® Master Agreement shall consist of the General Terms and Conditions attached hereto, the Fee Schedule attached hereto, and each applicable Addenda, as specified below, along with any Schedule (defined herein) and Statement of Work (defined herein) attached hereto (collectively, Agreement). N OW, T HEREFORE, in consideration of the foregoing and of the mutual and respective promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed: ADDENDA TO THIS AGREEMENT The General Terms and Conditions attached hereto, the Fee Schedule attached hereto and each Addenda attached hereto and selected below with the box checked are part of this Agreement and are hereby incorporated herein by reference: Web Hosting Addendum A Web Services Addendum B Software License Addendum C Professional Services Addendum D TERM OF THIS AGREEMENT This Agreement is effective as and, subject to the terms and conditions hereof (including extensions), shall continue in full force and effect until the date that is three (3) years after the date the first Fee I N W ITNESS W HEREOF, the parties have executed this PaymentMate Master Agreement as of the Effective Date: Provider Customer City of Denton Tempus Technologies, Inc. Address for Notices: Address for Notices: 120 E. Seventh Street 215 E McKinney Auburn, Indiana 46706 Denton, TX 76201 Attn: President Attn: By: By: Title: Director of Business Title: Development Print Name: Renee Fender Print Name: Date: Date: DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 PAYMENTMATE® MASTER AGREEMENT GENERAL TERMS AND CONDITIONS Customer agrees to, and will, maintain the 1. FEES confidentiality of, and Customer agrees not to, and will not, disclose, Providers Proprietary Information a. Payment Terms. Customer shall pay Provider and Customer agrees to only use Provider Proprietary the monthly fees, transaction fees and other fees and Information in carrying out its rights and obligations all costs, expenses and charges as set forth on the Fee under this Agreement. Nothing in this Agreement shall Schedule and each applicable Addenda, Schedule or be construed to convey any title or ownership rights, Statement of Work (Fees). Monthly recurring Fees or except as provided in the applicable Addendum or shall not be pro-rated for partial months. Fees for license to any of Providers Proprietary Information to succeeding months shall begin on the first and end on Customer. Customer shall not sublicense, rent, assign, the last day of each month. Provider will invoice transfer or disclose any of Providers Proprietary Customer at the beginning of each month and Information to any third party and shall not reproduce, Customer shall pay the amount due within thirty (30) perform, display, prepare derivative works of, or days of the invoice date. distribute the Providers Proprietary Information. b. Taxes and Other Fees. All Fees are in U.S. b. Customers Proprietary Information. Any dollars and shall be paid in U.S. dollars, unless business information provided to Provider by otherwise specified. All Fees are exclusive of all sales, Customer (excluding any information included in use, value-added, excise, property, withholding, and connection with transaction services being provided other taxes and duties. Customer will pay all taxes and by Provider such as Cardholder Data (as defined duties assessed by any authority in connection with below) is collectively Customers Proprietary this Agreement and with Customers performance Information) contain valuable and confidential hereunder. Customer will promptly reimburse information that is proprietary to Customer and which Provider for any and all taxes or duties that Provider Provider agrees includes and constitutes trade secrets may be required to pay in connection with this and unpublished copyrighted material of Customer. Agreement or its performance. This provision does not Provider agrees to, and will, maintain the apply to taxes based on Providers income, or any confidentiality of, and Provider agrees not to, and will taxes for which Customer is exempt provided not, disclose, Customers Proprietary Information and Customer has furnished Provider with a valid evidence Provider agrees to only use Customers Proprietary of such exemption. Information in carrying out its rights and obligations under this Agreement. Nothing in this Agreement shall c. Late Fee. Invoices not paid by the due date are be construed to convey any title or ownership rights, subject to interest charges at the rate of 1.5% per or any license, to any of Customers Proprietary month on the unpaid amount from the due date until Information to Provider. Provider shall not sublicense, paid, or the highest allowable interest rate, whichever rent, assign, transfer or disclose any of Customers is less. Proprietary Information to any third party and shall not reproduce, perform, display, prepare derivative works 2. CONFIDENTIALITY of, or distribute the Customers Proprietary Information. a. Providers Proprietary Information. Any business, operational or technical information c. Exceptions. The confidentiality obligations in provided to Customer by Provider, including any this Section 2 shall not apply to any material or software and other deliverables furnished by Provider information that (i) is or becomes a part of the public (including, but not limited to the oral and visual domain through no act or omission by the receiving information relating thereto and provided in party, (ii) is independently developed by employees of Providers training classes, seminars, and the receiving party without use or reference to the publications), and the terms of and pricing under this Providers Proprietary Information (if the receiving Agreement (collectively Providers Proprietary party is Customer) or the Customers Proprietary Information) contain valuable and confidential Information (if the receiving party is Provider), (iii) is information that is proprietary to Provider and which disclosed to the receiving party by a third party that Customer agrees includes and constitutes trade secrets was not bound by a confidentiality obligation to the and unpublished copyrighted material of Provider. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 disclosing party, or (iv) is demanded by a lawful order b. Not a Works Made for Hire. No Work from any court or any body empowered to issue such Product shall be deemed works made for hire (as an order and the receiving party agrees to promptly that term is defined in the United States Copyright notify the disclosing party of the receipt of any such Act). order (and provide a copy of such order) and the receiving party agrees that the disclosing party shall c. License and Use of Work Product and have the right and authority to contest such order at the Provider IP. Provider hereby grants Customer a non- exclusive, non-assignable, and non-transferrable license to access and use the Work Product pursuant to d. NDA Termination. The parties agree that any the terms and conditions of this Agreement and only confidentiality agreement, non-disclosure agreement in connection with the applicable Software, Hosted or similar agreement between the parties and/or their Software, Web Hosting or Web Services. All licenses affiliates is hereby terminated and of no further force granted hereunder shall be for the Term. or effect. d. Customer Assistance. Customer shall provide Provider upon request with all assistance reasonably 3. WORK PRODUCT required to register, perfect or enforce such right, title and interest in all Work Product, including providing a. Provider owns all Work Product. Customer pertinent information and, executing all applications, agrees that Provider will own exclusively all specifications, oaths, assignments and all other information, data, materials, discoveries, inventions, instruments that Provider shall deem works of authorship, documents, documentation, necessary. Customer shall enter into agreements with models, computer programs, software (including all of its representatives and subcontractors necessary source code and object code), firmware, web pages, to establish Providers sole ownership in the Work databases, content, designs, drawings, specifications, Product. processes, procedures, techniques, algorithms, diagrams, methods, and all tangible embodiments of each of the foregoing (in whatever form and media) 4. TERM AND TERMINATION and all intellectual property rights therein throughout the world (which include, without limitation, a. Term. The term of this Agreement shall begin on copyrights, patents, mask works, trademarks, service the Effective Date (as defined on the first page of this marks, trade secrets, inventions (whether or not Agreement) and continue through the Expiration Date patentable), know how, authors rights, rights of (as defined on the first page of this Agreement) attribution, and other proprietary rights and all (Initial Term) unless terminated earlier or extended applications and rights to apply for registration or under the terms of this Agreement. This Agreement protection of such rights) that are conceived, created, shall extend for additional terms of one (1) year (each reduced to practice or prepared by or for Provider a Renewal Term and collectively with the Initial whether or not at the request of Customer pursuant to Term, the Term) unless one party gives the other this Agreement, and that are related in any way to or party written notice of non-renewal at least ninety (90) are within the scope of services provided or software calendar days prior to the end of the Initial Term or licensed under this Agreement including, without any Renewal Term. During the Term, Provider shall limitation, any the license of Hosted Software, the be the sole and exclusive provider to Customer and its provision of Web Hosting or Web Services, the license affiliates of the software and services of the type of Software and the provision of services contained in described in this Agreement and all substantially any Statement of Work, whether or not prepared on similar software and services. Customers premises (Work Product). Customer also acknowledges and agrees b. Early Termination for Cause. This Agreement with Providers and its licensors claims of proprietary may be terminated prior to the expiration of the Term rights in works of authorship and other intellectual in accordance with the following: property (Provider IP) that Provider uses in its work pursuant to this Agreement. Customer does not i. By Provider. Provider may claim any right in such Provider IP, which shall not be terminate this Agreement immediately and deemed Work Product, even if incorporated with without notice if: (A) Customer transfers or Work Product and no license is granted to Provider IP. discloses any of Providers Proprietary Information, or any copy or modification thereof, or uses the same in violation of this DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Agreement; (B) Customer becomes the e. Survival. The rights and obligations of the subject of any bankruptcy or insolvency parties which by their nature must survive termination proceeding which is not stayed or dismissed or expiration of this Agreement in order to achieve its within sixty (60) days after the fundamental purposes including, without limitation, commencement thereof; (C) Customer has all the provisions of these Terms and Conditions and materially breached any provision of this the Fee Schedule, shall survive any termination or Agreement, including failure to make expiration of this Agreement for the applicable statute payments when due (which failure to make of limitations. payments is a material breach, and such breach is not cured within thirty (30) days of 5. DATA SECURITY notice by Provider (five (5) days in the event of a payment breach); or (D) the applicable a. Acknowledgment. Customer recognizes and contract that Customer has with its merchant accepts the risk of unintentional and unauthorized processing provider Processor for intrusion, hackers, viruses, corrupted media, breaches, services and programs that are accessed or similar problems cannot be fully eliminated. through the use of the Web Hosting, Web Acknowledging that risk, Customer has agreed to the Services , Hosted Software or Software terms and conditions of this Paragraph 5 as, expires or terminates. notwithstanding anything herein to the contrary, the sole and exclusive agreement between Provider and ii. By Customer. Customer may Customer with respect to a data breach whether related terminate this Agreement if (A) Provider to the Software, Hosted Software, Web Hosting, Web becomes the subject of any bankruptcy or Services or otherwise. insolvency proceeding which is not stayed or dismissed within sixty (60) days after the b. PCI Security Compliance. Provider warrants commencement thereof, or (B) Provider has that the Hosted Software and Software is compliant materially breached any provision of this with the Payment Card Industrys Payment Agreement and such breach is not cured Application Best Practices (PCI/PABP). Customer within thirty (30) days of written notice by shall maintain its system and Software installation in Customer. compliance with the PCI/PABP data security standards, which are available at c. Rights and Duties upon Termination. Upon https://www.pcisecuritystandards.org. Upon the expiration or earlier termination of this Agreement, request of Customer, Provider shall provide Customer Customers right to access and use of the Provider with such documents evidencing Providers Proprietary Information and any applicable Software, compliance with this paragraph. Documentation, Hosted Software, Web Hosting, Web Services and Provider Materials (collectively, c. Provider Indemnity. As long as Customer is in Provider Items) and all licenses and services shall compliance with the PCI data security standards and immediately cease and Provider will have the right to as long as the transactions are protected by the take immediate possession of all Provider Items and Processor's encryption technology commonly referred Customer shall (i) immediately stop access and use of to as 'end to end' encryption, Provider agrees to defend, all Provider Items; (ii) shall return all copies of indemnify and hold Customer harmless from and Provider Items to Provider; and (iii) delete all Provider against any and all third party claims, actions, suits, Items off of any and all storage media possessed or investigations, governmental action, liabilities, controlled by Customer. Customer shall provide judgments, demands, losses, damages, costs or Provider with written certification signed by an officer expenses, including without limitation, attorney's fees of Customer that Customer has complied with the (Damages"), assessed against or incurred by Customer provisions of this paragraph. Customer shall and relating to a data breach involving Cardholder immediately pay to Provider all amounts due to Data (as defined below) provided the breach occurs Provider. after the Cardholder Data leaves a PTS certified d. Non-exclusive Remedy. Termination of this transmission of the Cardholder Data to Processor, Agreement shall not limit the remedies otherwise available to either party, including those at law and encryption service, which is confirmed by a forensic equity. audit conducted by an independent third party engaged by Provider (and paid for by Customer) which audit DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 confirms that such breach has resulted from a breach the defense of any legal action or suit that causes Customer to invoke an indemnity hereunder. reasonably likely result in fraudulent use of 7. INDEMNITY Each party shall indemnify, defend, and hold harmless number assigned by a payment card issuer, whether it the other party and its successors and permitted is a credit card or a debit card, to identify the assigns from and against any and all claims or legal cardholder's account and that is linked to a specific actions of whatever kind or nature that are made or cardholder. threatened by any third party and all related losses, expenses, damages, costs and liabilities, including d. Customer Indemnity. Except as provided in reasonable attorneys fees and expenses incurred in Paragraph 5.c., Customer agrees to defend, indemnify investigation, defense or settlement, which arise out and hold Provider harmless from and against, and be of, are alleged to arise out of, or relate to any breach solely liable and responsible for, any and all Damages of a representation, warranty, covenant or agreement assessed or incurred by Provider relating to a data of such party contained in this Agreement. breach. 8. INSURANCE 6. INFRINGEMENT a. Provider Insurance. During the Term, Provider Provided Customer promptly notifies Provider of any agrees to obtain and maintain at its sole expense, the such actions and provides all reasonable authority, following insurance coverages and limits: information and assistance to Provider in defending any claim, Provider will defend or settle any suit i. Commercial General Liability brought by a third party against Customer alleging the Insurance with a per occurrence limit of not Hosted Software or Software as used in accordance less than $1,000,000 and a general aggregate with the applicable Provider Materials or limit of not less than $2,000,000. Documentation infringes any valid United States copyright or United States patent originally owned by ii. Information Technology. a third party, and Provider shall indemnify Customer Professionals Insurance with a per claim limit for damages finally awarded by any court as a result of not less than $2,000,000 and a general of such infringement claim. Providers obligations aggregate limit of not less than $2,000,000, hereunder shall not apply to any claim resulting from including professional liability coverage and Customers modification of the Hosted Software or data breach liability coverage and/or Software or the combination of the Hosted Software Technology Errors and Omissions Insurance or Software with other software or components not with a per claim limit of not less than provided by Provider. If the Hosted Software or $1,000,000 and a general aggregate limit of Software is held to infringe, or in Providers opinion not less than $5,000,000. is likely to be held to infringe, any valid United States. patent right or valid United States copyright right iii. originally owned by a third party, notwithstanding in compliance with applicable law. anything to the contrary contained in this Agreement, Providers entire obligation and Customers exclusive b. Customer Insurance. During the Term, Customer remedy shall be, at Providers option, to either (a) agrees to obtain and maintain at its sole expense, the secure the right for Customer to continue use of the following insurance coverage and limits or may Hosted Software or Software, (b) replace or modify choose to self-insure these coverages: the Hosted Software or Software to make it noninfringing or (c) refund the Fees paid by Customer i. Commercial General Liability to Provider beginning on the date Provider received Insurance with a per occurrence limit of not notice of such infringement and terminate this less than $1,000,000 and a general aggregate Agreement. Provider shall not be liable hereunder for limit of not less than $2,000,000. any settlement made by Customer without Providers advance written approval or for any award from any ii. action in which Provider was not granted control of the in compliance with applicable law. defense. Customer agrees to cooperate in good faith in DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 THE SOFTWARE, HOSTED WEB SERVICES, 9. WARRANTIES AND REMEDIES HOSTED SOFTWARE OR SERVICES THAT ARE THE SUBJECT OF THE CLAIM FOR THE SIX (6) a. Representations and Warranties. Each party MONTH PERIOD UP TO THE DATE OF SUCH represents and warrants to the other that (i) it has CLAIM. company authority to execute and perform this Agreement; (ii) executing this Agreement does not constitute a material conflict with or a material, breach b. Allocation of Risk. The provisions of this or default under any applicable law, its respective Agreement allocate the risks between Customer and organizational documents, or any documents, Provider. Customer acknowledges and agrees that agreements, permits, licenses or other instruments Providers pricing reflects this allocation or risk. which are binding upon it; and (iii) this Agreement creates valid, legal and binding obligations that are 11. SUPPORT SERVICES enforceable against it, subject to applicable insolvency and bankruptcy laws. a. Support Services Description. Provided Customer pays all Fees, Provider shall use b. Disclaimer. EXCEPT FOR ANY commercially reasonable efforts to provide Customer WARRANTIES AND REMEDIES EXPRESSLY with the following support services: SET FORTH IN PARAGRAPH 9.a. OF THESE TERMS AND CONDITIONS OR IN AN i. Web Support. Information posted APPLICABLE ADDENDA, PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND ii. Telephone Support. Phone REMEDIES, EXPRESS, IMPLIED OR support in the form of advice and counsel via STATUTORY, INCLUDING, BUT NOT LIMITED telephone. Phone Support shall be provided TO, ANY IMPLIED WARRANTIES OF from 9:30A.M. to 5:30 P.M. (Eastern MERCHANTABILITY, NONINFRINGEMENT, OR Standard Time), Monday through Friday, FITNESS FOR A PARTICULAR PURPOSE, AND exclusive of holidays observed by Provider. ANY WARRANTIES OF QUALITY OR Emergency telephone support (i.e. inability PERFORMANCE. to run transactions or a network interruption) is available from 9:30 A.M. to 10:00 P.M. 10. LIMITATIONS (Eastern Standard Time) seven days per week. a. Limitations. PROVIDER WILL NOT BE LIABLE FOR NOR SHALL CUSTOMER MAKE iii. Remote Support. In the course of ANY CLAIM FOR (WHETHER BASED ON performing support services, Provider may CONTRACT, TORT, STRICT OR STATUTORY LIABILITY, NEGLIGENCE OR OTHERWISE), ANY SPECIAL, INCIDENTAL, EXEMPLARY, remote support tools. PUNITIVE, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES (EVEN IF b. Customer Cooperation. Customer shall provide PROVIDER HAS BEEN ADVISED OF THE Provider with all information and materials requested POSSIBILITY OF SUCH DAMAGES), by Provider for use in replicating, diagnosing and INCLUDING, BUT NOT LIMITED TO, LOST correcting an error or other problem reported by PROFITS OR SAVINGS, LOSS OF USE OF Customer. SERVICES OR SOFTWARE, COST OF CAPITAL, COST OF SUBSTITUTE SERVICES OR 12. MISCELLANEOUS SOFTWARE, DOWNTIME COSTS OR DAMAGES AND EXPENSES. NOTWITHSTANDING a. No Assignment. Customer may not assign this ANYTHING HEREIN OR IN ANY ADDENDA, Agreement or any right or license granted or created SCHEDULE, STATEMENT OF WORK OR hereunder whether by operation of law, change of OTHERWISE TO THE CONTRARY, IN NO control, or in any other manner. This Agreement shall EVENT WILL PROVIDERS AGGREGATE inure to the benefit of and be binding on the parties LIABILITY FOR ANY CLAIM OR DAMAGES hereto and their successors and permitted assigns. UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS TO PROVIDER BY THE b. Relationship of Parties. The parties are CUSTOMER UNDER THIS AGREEMENT FOR independent contractors and nothing in this DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Agreement shall be deemed to make either party an It is expressly agreed that the terms of any Customer agent, employee, partner or joint venturer of the other purchase order or other ordering document shall be party. Neither party shall have the authority to bind, without force and effect. commit, or otherwise obligate the other party in any manner whatsoever. Provider may use Customers h. Jurisdiction and Venue. This Agreement shall name to list Customer as a customer of Provider in be governed by and interpreted exclusively in published materials. accordance with the laws of the State of Indiana, excluding its choice or conflict of law rules. Any legal c. Non-solicitation. For the duration of this action or proceeding with respect to this Agreement or Agreement and for the period of one (1) year following any other documents or instruments executed in termination hereof, Customer shall not, directly or connection herewith, shall be brought in the courts of indirectly, recruit or attempt to recruit any employee the State of Indiana or the United States for the of Provider or otherwise initiate any offer or promise Northern District of Indiana, and by the execution and of employment with any employee of Provider without delivery of this Agreement, the parties consent to the the prior written consent of Provider. jurisdiction of those courts. Each party irrevocably waives any objection, including any objection to the laying of venue or based upon the grounds of forum d. Notice. Any notice required under this non conveniens, which it may now or hereafter have to Agreement shall be given in writing and shall be the bringing of any action or proceeding in such deemed effective upon mailing by first class mail, jurisdiction in respect of this Agreement or any properly addressed and postage prepaid, or delivery by documents or instruments relating hereto. courier service to the address specified on the first page of this Agreement or to such other address as the parties may designate in writing. i. Headings and Captions. Headings and captions herein are for convenience of reference only and shall not be used to construe the meaning of any portion of e. Severable. If any portion of this Agreement is this Agreement. determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of this Agreement shall remain in effect in j. Definitions. Capitalized terms used in this accordance with its terms as modified by such Agreement shall have the meaning ascribed to such deletion. term on the first page of this Agreement or in these Terms and Conditions, the Fee Schedule, any Addenda, any Schedule or any Statement of Work. f. Force Majeure. Except for payment defaults, neither party shall be considered in default in performance of its obligations hereunder if k. Legal Compliance. Customer shall comply with performance of such obligations is prevented or all then current export and import laws and regulations delayed by force majeure or any cause beyond its of the United States and such other governments as are reasonable control, including without limitation labor applicable to the Software and Hosted Software. disputes, strikes, lockouts, shortages of or inability to Customer hereby certifies that it will not directly or obtain labor, energy, raw materials or supplies, utility indirectly, export, re-export, or transship the Software or transmission failures, war, riot, or governmental or Hosted Software or related information, media, or action not the fault of the non performing party. products in violation of United States laws and regulations. g. Entire Agreement. This Agreement (which includes these Terms and Conditions, the Fee l. Governmental Customer. If Customer is the Schedule, each applicable Addenda, each applicable United States Government or any contractor thereof, Schedule, and any Statement of Work) constitutes the all licenses granted hereunder are subject to the entire agreement between the parties regarding the following: (a) for acquisition by or on behalf of subject matter hereof and supersedes all proposals and civilian agencies, as necessary to obtain protection as prior discussions and writings between the parties with respect thereto. Without limiting the foregoing, the documentation in accordance with the terms of this Terms and Conditions are incorporated into and apply Commercial Software Agreement as specified in 48 to every Addenda, Schedule and Statement of Work. C.F.R. 12.212 of the Federal Acquisition Regulations The parties agree that this Agreement cannot be and its successors; and (b) for acquisition by or on altered, amended or modified, except in writing that is DOD signed by an authorized representative of both parties. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 m. Counterparts. This Agreement may be executed accordance with the terms of this commercial in one or more counterparts, each of which when taken computer software license as specified in 48 C.F.R. together shall be one agreement. 227-7202-1 through 227.7202-4 of the DOD F.A.R. Supplement and its successors. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 PAYMENTMATE® MASTER AGREEMENT FEE SCHEDULE PaymentMate® Pricing $149.00 Boarding Fee per location/RNID Monthly Fees The greater of $500.00 Monthly Minimum or $.04 per transaction CAU (Card Account Updater service) $2500.00 Onetime setup $.05 per transaction for update management Professional Services Integration Support and/or Web Portal Development 100 hours billable at $125per hour for initial development Optional Services $25.00 per month/per station for Transaction Management Software (includes location look-up) $5.00 per month/per location for APM (Access PaymentMate online reporting tool for closed batches) Other Provisions $50.00 per computer fee for reinstating PaymentMate® due to nonpayment of monthly or start up fees. $25.00 per computer fee for changing Merchant Account Numbers DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 PAYMENTMATE® MASTER AGREEMENT ADDENDUM A - WEB HOSTING 1. Definitions. a. Hosted Software embedded in the Hosted Software, together with all subsequent Provider-authorized updates, replacements, modifications or enhancements. PaymentMate® is a registered trademark of Provider. b. Provider Materials in local computer memory) in order to utilize the Web Hosting or the Hosted Software, including but not limited to temporary copies of the Hosted Software. c. site design and payment structure maintained by Provider through which Customer will access and use the Hosted Software. 2. Provision of Hosting Services. During the Term, Provider will configure its computer system to consume the Web Hosting at a particular domain name to be supplied by Customer. Customer will provide electronic Internet access to the Web Hosting. 3. Provider Materials. During the Term, Provider will provide the Provider Materials to Customer as needed. Any Provider Materials provided to Customer are provided subject to a limited, non-exclusive, license which is hereby granted by Provider, and which license expires upon termination or expiration of this Agreement. 4. Availability of Hosting Services. Customer acknowledges that the Web Hosting may be inaccessible or inoperable for various reasons including equipment malfunctions and periodic maintenance, and except as otherwise provided in the Service Level Addendum (if applicable) Provider does not warrant any particular service level and Provider will bear no liability for any Damages incurred by Customer as a result of such downtime. 5. Materials Supplied by Customer. Customer will supply to Provider all web files, domain names, and other content that Customer desires to be incorporated into the Web Hosting in order to brand the Web Hosting Customer Materials Customer hereby grants to Provider a non-exclusive, worldwide and royalty free license to copy, display, use, publicly perform on the Internet, and transmit via the Internet, the Customer Materials, during the Term. Customer represents and warrants that the Customer Materials do not infringe any copyrights, trademarks, trade secrets, and rights of publicity, rights of privacy, or other proprietary rights of any third party. Customer will indemnify and hold Provider harmless from any loss, cost or damage, including attorney fees, relating to any claim that any Customer Materials infringes any copyrights, trademarks, trade secrets, rights of publicity, rights of privacy, or other proprietary rights of any third party. These warranty and indemnification obligations survive termination of this Agreement. 6. Restricted Use; Copying. Customer shall not (and shall not permit any employee or other third party to) copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Hosted Software or the Provider Materials in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Hosted Software or Provider Materials, or any trade secret information or process contained in the Hosted Software or Provider Materials. Any third party software embedded in the Hosted Software may be used only in conjunction with the Hosted Software and may not be used separately. 7. Alteration of Hosted Software and Provider Materials. Customer shall not alter or remove any notices, graphics or text contained on or in the Hosted Software or the Provider Materials, and Customer will not modify the Hosted Software or Provider Materials in any form, without the express advance written permission of Provider. 8. Rights Reserved. Hosting, the Hosted Software and Provider Materials are limited to those expressly granted in this Addendum A. Provider reserves all rights and licenses in and to the Web Hosting, the Hosted Software and Provider Materials that not expressly granted to Customer under this Addendum A. 9. On-line Conduct. Customer shall not use the Web Hosting or the Hosted Software in any manner that: (a) is illegal, fraudulent, harmful, threatening, obscene, vulgar, defamatory, harassing, abusive or libelous; (b) violates any third party copyright or other intellectual property right or any contractual obligation or fiduciary obligation of Customer; or (c) promotes or sponsors any activity of like nature. 10. Performance. Provider warrants that so long as this Addendum A remains in effect and Customer continues to pay the Fees, the Web Hosting and Hosted Software will perform substantially in conformance with the applicable Provider Materials. Provider does not warrant against internet disruption, or that the Web Hosting Hosting or Hosted Software will be uninterrupted or error free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions, misuse, breaches or malfunctions in the Web Hosting or Hosted Software or the hardware in connection with which it is used. 11. Exclusive Remedy. P Hosting or Hosted Software condition which is reported by Customer in writing to Provider, or (b) refund the Fees paid by Customer to Provider beginning on the date Provider received notice of the breach and terminate this Agreement. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 PAYMENTMATE® MASTER AGREEMENT ADDENDUM B - WEB SERVICES 1. Definitions. a. Hosted Software embedded in the Hosted Software, together with all subsequent Provider-authorized updates, replacements, modifications or enhancements. PaymentMate® is a registered trademark of Provider. b. Provider Materials in local computer memory) in order to utilize Web Service or the Hosted Software, including but not limited to temporary copies of the Hosted Software. c. Web Services provided and maintained by Provider through which Customer will access and use of the PaymentMate® gateway or the Hosted Software. 2. Provision of Hosting Services. During the Term, Provider will configure its computer system to consume the Web Service at a particular domain name to be supplied by Customer. Customer will provide electronic Internet access to the Web Service. 3. Provider Materials. During the Term, Provider will provide the Provider Materials to Customer as needed. Any Provider Materials provided to Customer are provided subject to a limited, non-exclusive, license which is hereby granted by Provider, and which license expires upon termination or expiration of this Agreement. 4. Availability of Hosting Services. Customer acknowledges that the Web Service may be inaccessible or inoperable for various reasons including equipment malfunctions and periodic maintenance, and except as otherwise provided in the Service Level Addendum (if applicable) Provider does not warrant any particular service level and Provider will bear no liability for any Damages incurred by Customer as a result of such downtime. 5. Materials Supplied by Customer. If Customer supplies to Provider web files, domain names, or other content that Customer desires to be Customer Materials, then Customer hereby grants to Provider a non-exclusive, worldwide and royalty free license to copy, display, use, publicly perform on the Internet, and transmit via the Internet, the Customer Materials, during the Term. Customer represents and warrants that the Customer Materials do not infringe any copyrights, trademarks, trade secrets, and rights of publicity, rights of privacy, or other proprietary rights of any third party. Customer will indemnify and hold Provider harmless from any loss, cost or damage, including attorney fees, relating to any claim that any Customer Materials infringes any copyrights, trademarks, trade secrets, rights of publicity, rights of privacy, or other proprietary rights of any third party. These warranty and indemnification obligations survive termination of this Agreement. 6. Restricted Use; Copying. Customer shall not (and shall not permit any employee or other third party to) copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Hosted Software or the Provider Materials in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Hosted Software or Provider Materials, or any trade secret information or process contained in the Hosted Software or Provider Materials. Any third party software embedded in the Hosted Software may be used only in conjunction with the Hosted Software and may not be used separately. 7. Alteration of Hosted Software and Provider Materials. Customer shall not alter or remove any notices, graphics or text contained on or in the Hosted Software or the Provider Materials, and Customer will not modify the Hosted Software or Provider Materials in any form, without the express advance written permission of Provider. 8. Rights Reserved. granted in this Addendum B. Provider reserves all rights and licenses in and to the Web Service, the Hosted Software and Provider Materials that not expressly granted to Customer under this Addendum B. 9. On-line Conduct. Customer shall not use the Web Service or the Hosted Software in any manner that: (a) is illegal, fraudulent, harmful, threatening, obscene, vulgar, defamatory, harassing, abusive or libelous; (b) violates any third party copyright or other intellectual property right or any contractual obligation or fiduciary obligation of Customer; or (c) promotes or sponsors any activity of like nature. 10. Performance. Provider warrants that so long as this Addendum B remains in effect and Customer continues to pay the Fees, the Web Services and Hosted Software will perform substantially in conformance with the applicable Provider Materials. Provider does not warrant against internet rvice or Hosted Software will be uninterrupted or error free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions, misuse, breaches or malfunctions in the Web Service or Hosted Software or the hardware in connection with which it is used. 11. Exclusive Remedy. Ph by Provider of this Addendum B rted by Customer in writing to Provider, or (b) refund the Fees paid by Customer to Provider beginning on the date Provider received notice of the breach and terminate this Agreement. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 PAYMENTMATE® MASTER AGREEMENT ADDENDUM C SOFTWARE LICENSE ADDENDUM 1. Definitions: a. Documentation the Software. b. Siteicense is authorized. c. Site License physical location identified in the Fee Schedule. d. Softwaree® software as currently configured, including any third party software embedded in the Software, together with all subsequent Provider-authorized updates, replacements, modifications or enhancements and all software developed in connection with the provision of services pursuant to Addendum D Professional Services Addendum and any SOW. PaymentMate® is a registered trademark of Provider. e. Updatefor the Software. Updates include changes and corrections to the Software as are required to keep the Software in substantial conformance with the applicable Documentation and that are created by Provider as corrections for defects in the Software. Updates shall not include any release, option or future product that Provider licenses separately. Provider shall in its sole discretion determine the nature, content, timing and release of any updates. 2. License Grant and Term. Provider grants to Customer a non-exclusive, non-assignable, and non-transferable license to access and use the Software at each Site and to the Documentation pursuant to the terms and conditions of this Agreement. No rights are granted in any source code, and this license does not include the right to sublicense. All licenses granted hereunder shall be for the Term. 3. Restricted Use; Copying. Customer shall not (and shall not permit any employee or other third party to) copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Software in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the Software or any other trade secret information or process contained in the Software. Any third party software imbedded in the Software may be used only in conjunction with the Software and may not be used separately. Customer may download and install only one copy of the Software per Site License and may not make or install additional copies of cense is restricted to installation on a single server machine under the control of Customer used to access the Software. Customer acknowledges that the Software will deny access by any users in excess of the number of Sites licensed and paid for by Customer. The number of Sites may be modified from time to time by mutual written agreement of Provider and Customer at the rates set forth on the Schedule. 4. Alteration of Software and Documentation. Customer shall not alter or remove any notices, graphics or text contained on or in the Software or the Documentation, or modify the Software in any form, without the express advance written permission from Provider. 5. Customer Hardware. Customer shall install, operate, and maintain the hardware and software having at least the minimum specifications described in the Documentation required to access and use the Software. Provider does not support hardware selection, installation or repair. 6. Training and Installation Assistance. Provider will provide a base amount of training and installation assistance normally provided to its other customers that is sufficient use the Software. Additional training or installation assistance may be arranged on a fee plus expense basis by mutual agreement. 7. Limited License. Title and ownership rights to the Software, all improvements, modifications, enhancements, future versions, and derivative works thereof, and all intellectual property rights in the Software, including without limitation, all patent, trademarks, copyright and trade secret rights, are and shall be in Provider, and Provider reserves all rights not expressly granted. 8. Performance. Provider warrants that so long as this Addendum C remains in effect and Customer continues to pay the Fee(s), the Software will perform substantially in conformance with the applicable Documentation. Provider does not warrant that the Software will operate tion of the Software will be uninterrupted or error-free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions, misuse, breaches or malfunctions in the Software or the hardware in connection with which it is used. 9. Exclusive Remedy. ith respect to any breach by Provider of this Addendum C writing to Provider, or (ii) refund the Fees paid by Customer to Provider beginning on the date Provider received notice of the breach and terminate this Agreement. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 PAYMENTMATE® MASTER AGREEMENT ADDENDUM D PROFESSIONAL SERVICES ADDENDUM 1. Definitions. Change Orderthe form attached as Exhibit A that documents agreed changes to the scope of work, performance schedule, and/or responsibilities of the parties under a SOW. A Change Order will be effective only if signed by both parties. Deliverablets, analyses, tools, or other tangible results of Services identified in a SOW to be developed by Provider and delivered to Customer as part of the Services. Ratesenda as set forth in each applicable SOW. Servicesction and delivery software licensing, application services (SaaS) or hosting services which requires a separate addenda covering such software licensing, application services or hosting services. SOWched to this Addenda (on the date hereof or subsequent to the date hereof) which describe(s) the Services to be performed. A SOW will be effective only if signed by both parties. A SOW includes all Change Orders to such SOW. Specifications description, technical specifications, functional requirements and/or testing or acceptance criteria for the Services and Deliverables identified in the applicable SOW. 2. Services and Compensation. a. Scope and Delivery of Services. Provider will perform the Services and deliver the Deliverables at the location(s) and pursuant to the schedule specified in the applicable SOW. b. Delivery of Software. If a Deliverable includes or is comprised of software, it being licensed by Provider to Customer pursuant to Addendum C the Software License Addendum. c. Training Materials. All Deliverables that require training for proper operation will be accompanied by training materials, which will be licensed to Customer, and such license shall be non-exclusive, non-transferrable and non-sub licensable and shall terminate on the termination or expiration of the license of the Hosted Software or Software, regardless of whether training is conducted by Provider or Customer. Customer shall have the right to reproduce the training materials for use by Customer during the term of such license. d. Acceptance Process. Unless another period is specified in the applicable SOW, Customer will review, test or otherwise evaluate Deliverables and other Services for compliance with the Specifications and failure by Customer to provide a written notice of rejection to Provider within thirty (30) days afterdelivery by Provider shall be deemed acceptance by customer. Acceptance of any Deliverable or Services will in no way limit the warranty provisions of this Addendum D. e. Invoices. Provider may invoice Customer for Services and/or Deliverables and approved expenses in accordance with the milestone or payment schedule reflected in the SOW or, in the absence of such a schedule in accordance with the Terms and Conditions. f. No Payroll or Compensatory Taxesfrom payment hereunder, any Federal, State, or local income tax, or any portion of FICA or any other payroll, compensatory or other taxes relating to any individual assigned by Provider to provide Services. 3. Performance. Provider warrants if Customer has paid the Fees, the Deliverables will be substantially in conformance with the applicable Specifications. Provider does not Deliverables will be uninterrupted or error free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defects, interruptions, misuse, breaches, or malfunctions in the Deliverables or the hardware in connection with which it is used. 4. . ption, to either (a) correct or bypass any Specification condition which is reported by Customer in writing to Provider, or (b) refund the Fees paid by Customer to Provider beginning on the date Provider received notice of the breach and terminate this Agreement. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 ΏğƓķΏ /źƷǤ ƚŅ 5ĻƓƷƚƓ Presented on 5/27/2016 Ingenico iSC250 Number Needed Item Cost Each _____ Base Device $559.00 Power Supply $ 20.00 USB Cable $ 20.00 PIN Injection $ 18.00 Tempus Application $ 35.00 Total $652.00*each Number Needed _______ Swivel Stand $ 85.00*each (Optional & specific to device) Ingenico iPP350 (colored display) Number Needed Item Cost Each ______ Base Device $319.00 USB Cable $ 20.00 PIN Injection $ 18.00 Tempus Application $ 35.00 Total $392.00*each Ingenico iSC480 Number Needed Item Cost Each ______ Base Price $759.00 Power Supply $ 35.00 USB Cable $ 20.00 PIN Injection $ 18.00 Tempus Application $ 35.00 Total $867.00*each Number Needed _______ Swivel Stand $ 85.00*each (Optional & specific to device) Exact models and price are subject to availability depending on time frame ordered. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 CheXpress Check Scanner Number Needed Item _____ CheXpress CX30 $359.00* Epson T20 Thermal Receipt Printer Number Needed Item _____ Epson T20 (USB) $219.00* Peripherals when needed as a part of a specific solution Number Needed Item Cost Each _____ Magic Box Cables $95.00 _____ Com Box w/Cables $95.00 *Freight/Handling/Insurance (sales tax if applicable) will be billed at the time of shipment. All warranties are through the manufacturer. Additional warranties can be quoted upon request. All equipment orders require 50% down with balance due 10 days after shipment. Due to specific loads and injections, all sales are final. Accepted by: ______________________________ _______________________________ Signed Printed ______________________________ _______________________________ Title Date Ship to: ______________________________________________________________________ Name Attn: ______________________________________________________________________ Address City State Zip Exact models and price are subject to availability depending on time frame ordered. DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Exhibit D INSURANCE REQUIREMENTS AND 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 including any applicable addendum or endorsements. 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. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. 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. 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 Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 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. Contract# 5955 DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract# 5955 Certificate Of Completion Envelope Id: 6B3B48424C9543FC9CE7356894084348Status: Completed Subject: City Council Docusign Item - 5955 Tempus Source Envelope: Document Pages: 28Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 6/13/2016 11:57:33 AM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 6/13/2016 12:00:15 PM Completed karen.smith@cityofdenton.comViewed: 6/13/2016 12:00:27 PM Assistant Purchasing ManagerSigned: 6/13/2016 12:01:02 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Renee FenderSent: 6/13/2016 12:01:04 PM Renee.Fender@TempusTechnologies.comResent: 6/14/2016 2:34:05 PM Director of Business DevelopmentViewed: 6/15/2016 8:42:25 AM Security Level: Email, Account Authentication Signed: 6/15/2016 8:45:54 AM Using IP Address: 97.64.212.6 (Optional) Electronic Record and Signature Disclosure: Accepted: 6/15/2016 8:42:25 AM ID: 85fc18d4-0d0f-41ba-a1b5-a4b6e0d083fa John KnightSent: 6/15/2016 8:45:57 AM john.knight@cityofdenton.comViewed: 6/15/2016 2:45:19 PM Deputy City AttorneySigned: 6/15/2016 2:45:48 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 6/15/2016 2:45:50 PM Completed julia.winkley@cityofdenton.comViewed: 6/22/2016 9:08:43 AM Contracts Administration SupervisorSigned: 6/22/2016 9:08:56 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer EventsSignatureTimestamp George C. CampbellSent: 6/22/2016 9:09:00 AM george.campbell@cityofdenton.comViewed: 6/22/2016 3:52:26 PM City ManagerSigned: 6/22/2016 3:52:48 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer WaltersSent: 6/22/2016 3:52:50 PM jennifer.walters@cityofdenton.comViewed: 6/23/2016 9:04:21 AM City SecretarySigned: 6/23/2016 9:04:33 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 6/15/2016 8:45:56 AM julia.winkley@cityofdenton.comViewed: 6/15/2016 11:46:36 AM Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri ThurmanSent: 6/15/2016 8:45:56 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane RichardsonSent: 6/22/2016 9:08:58 AM jane.richardson@cityofdenton.comViewed: 6/22/2016 9:12:18 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin FoxSent: 6/22/2016 9:08:58 AM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer BridgesSent: 6/23/2016 9:04:35 AM jennifer.bridges@cityofdenton.comViewed: 6/23/2016 11:02:57 AM Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane RichardsonSent: 6/23/2016 9:04:37 AM jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Antonio PuenteSent: 6/23/2016 9:04:38 AM Antonio.Puente@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/23/2016 9:04:38 AM Certified DeliveredSecurity Checked6/23/2016 9:04:38 AM Signing CompleteSecurity Checked6/23/2016 9:04:38 AM CompletedSecurity Checked6/23/2016 9:04:38 AM 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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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. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (Contract 5955) THIS CONTRACT is made and entered into this day _____________________, by and between TeleCheck Services, Inc. a corporation, whose address is 14141 Southwest Freeway, Sugar Land, TX 77478, hereinafter referred to as "TeleCheck," 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 TeleCheck shall provide products and/or services in accordance with this Contract, which consists of this written agreement and the following Exhibits attached hereto and incorporated herein by reference: (a) TeleCheck Verification Services Agreement and Pricing A (b) TeleCheck Warranty Services Agreement and Pricing B (c) RFP 5955 Supplemental Scope & Specifications of Services (Exhibit ); (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Response to Request for Supply of Debit/Credit Card and Electronic Check Processing Services Proposal dated November 13, 2015 TeleCheck. (Exhibit "F"); These documents make up the Contract, 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 of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract Exhibits in the order in which they are listed above. These Exhibits IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 TELECHECK BY: AUTHORIZED SIGNATURE Date: June15,2016 Name: Title: PHONE NUMBER EMAIL ADDRESS TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 A TO CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (CONTRACT 5955) TELECHECK ELECTRONIC CHECK ACCEPTANCE ®, eDeposit®, CHECKS-BY-PHONE® and INTERNET CHECK ACCEPTANCE ®VERIFICATION SERVICES AGREEMENT THIS TELECHECK -by- Agreement dated April ___, 2016 Effective Date is between TeleCheck the CITY OF DENTON, TEXAS Subscriber. TELECHECK AND SUBSCRIBER AGREE: 1. Definitions. The following definitions apply within this Agreement: means the Automated Clearing House Network, a processing and delivery system that distributes and settles electronic fund transfers. means the acknowledgement provided (electronically or in writing) by a Consumer for each Verification Transaction that authorizes processing the Verification Transaction as an electronic fund transfer and is required by the NACHA Rules or other applicable Legal Requirements (both as defined in Section 13.1). is an Authorization specific to a CBP Verification Transaction for each CBP Verification Transaction, permitting the creation of a phone check and its conversion into an electronic fund transfer or remotely created check. Verification Transaction is a type of Verification Transaction in which a payment authorized by a Consumer in a telephone communication initiated by Consumer with Subscriber is processed under this Agreement as an electronic fund transfer or remotely created check. means any claim, demand, liability of any kind. entity that authorizes or presents an Item as payment for a transaction. is an Authorization specific to an ECA Verification Transaction that consists of a receipt signed (electronically or in writing) by the Consumer permitting the conversion of their check into an electronic fund transfer or remotely created check. Verification Transaction is a type of Verification Transaction in which a payment initiated using a standard check is processed under this Agreement as an electronic fund transfer or remotely created check. is an Authorization specific to an ICA Verification Transaction that consists of an electronic authorization provided by a Consumer via the Internet that permits processing an electronic fund transfer Verification Transaction is a type of Verification Transaction in which a payment initiated and authorized by a Consumer via the Internet is processed under this Agreement as an electronic fund transfer or remotely created check. means an outstanding financial obligation arising pursuant to a check or electronic fund transfer processed using the Services provided by TeleCheck under this Agreement. means from which a transaction is initiated for processing by TeleCheck. Verification Transaction is a type of Verification Transaction in which a payment initiated using a paper check is processed under this Agreement as a standard paper check. means any Item that is dishonored, retur financial institution upon presentment for payment, regardless of the reason or timing. means the fee or exemplary damages assessed on a Return Item in the maximum amount allowed by applicable Legal Requirements. means a demand deposit account maintained by Subscriber at a US financial institution that Subscriber opens in connection with the Services. means any financial obligation owed means the indicator transmitted by TeleCheck to Subscriber notifying Subscriber that TeleCheck has performed risk analysis on the Item and that there is reasonably low risk that the Item will become a Return Item. Verification means the total dollar amount permitted per Verification Transaction (which may be designated by specific product/service) as set forth on the Fee Schedule. Verification Transaction means a contemporaneous payment transaction initiated by a Consumer between Subscriber and the Consumer that is processed using the risk analysis and settlement services provided under this Agreement. Verification Services. TeleCheck will provide Subscriber with (i) coded information to assist it in determining whether to accept an Item; and (ii) processing services Verification Services Agreement. THE VERIFICATION ISSUANCE OF A TELECHECK APPROVAL CODE OR ACCEPTANCE OF AN ITEM FOR PROCESSING IS NOT A REPRESENTATION OR WARRANTY BY TELECHECK THAT THE ITEM WILL NOT BECOME A RETURN ITEM. TELECHECK HAS SOLE DISCRETION TO DETERMINE WHETHER OR NOT TO ISSUE A TELECHECK APPROVAL CODE; AND MAY REFUSE TO PROCESS ANY VERIFICATION TRANSACTION SUBMITTED BY SUBSCRIBER UNDER THIS AGREEMENT. SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR THE DECISION WHETHER TO ACCEPT OR REJECT ANY ITEM AS PAYMENT FOR ITS PRODUCTS OR SERVICES. SUBSCRIBER ASSUMES ALL RISKS THAT ANY OR ALL ITEMS IT ACCEPTS AS PAYMENT AND THAT WERE PROCESSED USING THE VERIFICATION SERVICES MAY BECOME RETURN ITEMS, WHETHER OR NOT TELECHECK PROVIDED SUBSCRIBER WITH A TELECHECK APPROVAL CODE. 1 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELECHECK WILL HAVE NO LIABILITY TO SUBSCRIBER FOR RETURN ITEMS OR IN CONNECTION WITH CONSUMERS; AND SUBSCRIBER WILL BE SOLELY LIABLE FOR ANY LOSSES RELATED TO RETURN ITEMS. Subscriber is not authorized to use the Verification Services in connection with any transaction conducted, in whole or in part, over the Internet or in any non face-to-face transaction except as specifically provided for in this Agreement. Subscriber will not resell the Verification Services to any third party. This Agreement is solely between Subscriber and TeleCheck; and, during the Term (defined below), Subscriber will process Verification Services prior to accepting such payments. In addition to this Agreement for the provision of Verification Services, the parties have entered into an agreement for the provision of various TeleCheck warranty services dated _________________ (). Subscriber may opt to provide either Verification Services under this Agreement or warranty services under the TeleCheck Warranty Agreement to a designated locale, but not locale shall receive services under this Agreement and the TeleCheck Warranty Agreement. ®® 1.1 ECA Verification Services. TeleCheck will provide Subscriber with its Electronic Check Acceptance (ECA) check based ECA Verification Services which term is incorporated within the term Verification Services). 1.1.1 Each ECA Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements: (i) The Item (a) is a first party check, properly filled out and payable to Subscriber, (b) is drawn on the c) represents an obligation of the Consumer at the point of sale (no phone, mail or Internet transactions) for goods or services sold, rented or rendered for the price of such goods or services; (ii) The Consumer signed an ECA Authorization Receipt that authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as an ECA Verification Transaction; (iii) Subscriber (a) (b) identification type and number, and (c) obtained a single TeleCheck Approval Code for each Item; and (iv) Subscriber posted the notices required to authorize the ECA Verification Transaction and any Return Check Fee in a prominent and conspicuous location, and provided a copy of such notices to the Consumer as directed by TeleCheck and required by applicable NACHA Rules, Regulation E and Legal Requirements. 1.1.2 ECA Authorization Receipt. Subscriber will (i) maintain a copy (electronic of physical) of each signed ECA Authorization Receipt for a minimum period of two (2) years from the date of the ECA Verification Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the ECA Authorizatio permit TeleCheck to compliance with this requirement. 1.1.3 ECA Initiated Paper Verification Transaction Requirements. In some instances, ECA Verification Transactions that are initiated for processing as an electronic fund transfer may be approved and processed as a paper check or remotely created check. Each ECA Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement that is processed as an ECA initiated Paper Verification Transaction will comply with the following requirements: (i) The Item (a) is a first party check, properly filled out and payable to Subscriber, (b) is drawn on the represents an obligation of the Consumer at the point of sale (no phone, mail or Internet transactions) for goods or services sold, rented or rendered for the price of such goods or services; and (ii) Subscriber (a) (b) s identification type and number, and (c) obtained a single TeleCheck Approval Code for each Item. ®® 1.2 ICA Verification Services. TeleCheck will provide Subscriber with its Internet Check Acceptance (ICA) electronic check based payment processing services that allow Consumers to initiate a payment via the Internet as an electronic fund transfer ICA Verification Services). 1.2.1 Each ICA Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements: (i) The Item (a) is a first party check that is payable to Subscriber, (b) US financial institution, and (c) represents an obligation of the Consumer for goods or services sold, rented or rendered for the price of such goods or services; 2 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 (ii) The Consumer provided an ICA Authorization Receipt that authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as an ICA Verification Transaction; (iii) Subscriber (a) operating procedures, (b) obtained a single TeleCheck Approval Code for each Item; and (iv) nd Internet session security standards, performed Internet security audits and posted notices required to process the ICA Verification Transaction and any Return Check Fee(s) as required by applicable NACHA Rules, Regulation E and Legal Requirements. 1.2.2 ICA Authorization Receipts. Subscriber will (i) maintain a copy (electronic or physical) of each ICA Authorization Receipt for a minimum period of two (2) years from the date of the ICA Verification Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the ICA permit TeleCheck to audit Subscriber (upon ten (10) days written notice, during compliance with this requirement. 1.2.3 ICA Website Notation. Subscriber will note the availability of the ICA Verification Services on its website (including the TeleCheck logo on the point of sale and/or the checkout pages); provided, the location, size and duration of such . smsm 1.3 CBP Verification Services. TeleCheck will provide Subscriber with its Checks By Phone (CBP) phone check payment processing CBP Verification Services). 1.3.1 Each CBP Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements: (i) The Item (a) is a first party check that is payable to Subscriber, (b) US financial institution, and (c) represents an obligation of the Consumer for goods or services sold, rented or rendered for the price of such goods or services; (ii) The CBP Verification Transaction did not result from Subscriber initiating an unsolicited telephone call to a Consumer with whom Subscriber had no prior relationship; (iii) The Consumer provided (a) a CBP Authorization Receipt that verbally authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as a CBP Verification Transaction, and (b) submitted its name and MICR (magnetic ink character recognition) line information (i.e., bank routing ; (iv) Subscriber (a) and (b) obtained a single TeleCheck Approval Code for each Item; and (v) Subscriber complied with the applicable provisions of the Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. Part 310), as may be amended, and provided the notices required to process the CBP Verification Transaction and any Return Check Fee(s) as required by applicable NACHA Rules, Regulation E and Legal Requirements. 1.3.2 CBP Authorization Receipt. Subscriber will (i) maintain a copy (electronic or physical) of each CBP Authorization Receipt, or a copy (electronic or physical) of the written notice provided to the Consumer confirming its verbal authorization of the CBP Verification Transaction Item, for a minimum period of two (2) years from the date of the CBP Verification Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the CBP Authorization Receipt or written confirmation notice provided to the permit TeleCheck to audit Subscriber e with Verification verbal authorization of the CBP Verification Transaction Item in such format as TeleCheck requires prior to settlement of the Item. Notwithstanding the requirements of this Section, if TeleCheck provides Consumers with the written confirmation notices required in connection with CBP Verification Subscriber will not be responsible for maintaining records of the CBP Authorization Receipts or copies of the written notice confirmations. (i) identification type and number, and (c) obtained a single TeleCheck Approval Code for each Item. 3 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 1.3.3 eDeposit Verification Service. TeleCheck provides Subscriber with processing services for checks presented by eDeposit be submitted by TeleCheck to the check collection system for payment from the check- check image provided by Subscriber. Subscriber authorizes TeleCheck to deposit such imaged eDeposit Checks into 1.3.4 e-Deposit Transaction Requirements and Representations. Subscriber represents, warrants and agrees with respect to each e-Deposit Transaction submitted to TeleCheck for processing under this Agreement that: (i) The check is a first party check completed, signed and payable to Subscriber; (ii) Subscriber complied with all applicable laws, rules and regulations; (iii) The transaction represents an obligation of the check writer for the purchase or payment for goods or services from Subscriber for the price of such goods or services; (iv) The amount shown in words and figures on the check is equal to the amount entered into the TeleCheck system; (v) The original paper check has not been deposited (unless otherwise advised by TeleCheck that the imaged institution account; and (vi) Subscriber has not submitted (and will not submit) the item to TeleCheck for authorization under any warranty services it may have with TeleCheck. If so submitted, it will be deemed a violation of the TeleCheck Operating Procedures and warranty requirements and TeleCheck will not warranty the item whether or not TeleCheck issued an approval code for such item under such other service. 1.4 Processing Notices. Subscriber will post and provide such notices (including any updates) to Consumers, that TeleCheck indicates are required pursuant to the NACHA Rules, Regulation E or other applicable Legal Requirements in order for . 2. Electronic Funds Transfer Processing. 2.1 Funding. TeleCheck will credit each Verification Transaction processed under this Agreement via electronic fund transfer as days following: (a), for host-based processing, Transactions before 9:00 p.m. Central Time (3:00 p.m. Central Time for ICA Verification Transactions or CBP Verification Transactions) each processing day; or (b), for batch processi-out of its point-of-sale p.m. Central Time (batch processing is not applicable to ICA Verification Transactions or CBP Verification Transactions). Verification Transaction. TELECHECK RESERVES THE RIGHT TO DECLINE PROCESSING ANY VERIFICATION TRANSACTION Items processed as Verification Transactions; including, without limitation, chargebacks or partial adjustments. TeleCheck nd the Item becomes a Return Item. TeleCheck may also recover the amount of any fees from Subscriber that a Consumer paid to its financial institution as a result of adjustments made to an Item due to a Subscriber error. 2.2 Account Reconciliation. In the event any Verification Transaction is not funded by TeleCheck in accordance with this Agreement, Subscriber must notify TeleCheck in writing of such failure within thirty (30) days from the date of the Verification Transaction. TeleCheck will have no liability to Subscriber, and it is precluded from asserting any claims, damages or losses against TeleCheck, if Subscriber does not notify TeleCheck of a failure to fund a Verification Transaction within such thirty (30) day period. 3. Equipment. 3.1 General. Subscriber may purchase point-of-Equipment TeleCheck may lease Equipment to Subscriber under a separate lease agreement, for use in connection with the Verification Services provided under this Agreement. TeleCheck will retain title to Equipment it leases to Subscriber; provided, Subscriber bears the entire risk of loss for owned or leased Equipment. Subscriber will return leased Equipment to TeleCheck, ordinary wear and tear excepted, upon termination or expiration of this Agreement. TeleCheck will replace or Schedule A to this Agreement. If TeleCheck provides replacement Equipment to Subscriber via mail, or other delivery service, Subscriber must return its defective leased Equipment to TeleCheck within twenty (20) days or Subscriber will be deemed to have purchased the defective leased Equipment and will be billed for it. Subscriber will not permit anyone other than authorized representatives of TeleCheck to adjust, maintain, program or repair leased Equipment. Any telecommunications equipment (e.g., routers) that TeleCheck provides to Subscriber in connection with the Verification Services be returned promptly upon termination or expiration of this Agreement. Subscriber will install all product updates to the Equipment, its software or firmware, within thirty (30) days of receiving the updates from TeleCheck. 4 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 3.2 Equipment Software, Firmware License. TeleCheck grants to Subscriber, and Subscriber accepts, a nonexclusive, non- assignable and nontransferable limited license to use the software and firmware provided with the Equipment, provided, Subscriber will not: (i) export the Equipment, software or firmware outside the US; (ii) copy or use the software, firmware or documentation provided by TeleCheck with the Equipment; (iii) sublicense or otherwise transfer any portion of such software, firmware, documentation or the Equipment; (iv) alter, change, reverse engineer, decompile, disassemble, modify or otherwise create derivative works of such software, firmware, documentation or the Equipment; (v) remove or alter any intellectual property or proprietary notices, markings, legends, symbols, or labels appearing on, in or displayed by such software, firmware, documentation or the Equipment. 4. Term; Termination; Suspension. 4.1 Term. This Agreement commences on its Effective Date and will extend for an initial term of five (5 Initial Term Renewal Term the Initial Term unless terminated by either party by giving written notice to the other at least ninety (90) days in advance of its anticipated date of termination. Term of this Agreement; and Service Year. 4.2 Termination for Breach; Insolvency. Either party may terminate this Agreement if the other: (i) materially breaches a representation, warranty, term, condition or obligation under this Agreement, and fails to cure the breach within thirty (30) days after receiving written notice of it; or (ii)(a) is dissolved, becomes insolvent, generally fails to pay or admits in writing its general inability to pay its debts as they become due; (b) makes a general assignment, arrangement, or composition agreement with or for the benefit of its creditors; (c) files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors; (d) seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the wind up of its business; or (e) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding related to insolvency, receivership, liquidation or composition for the benefit of creditors, and such proceeding is not dismissed or stayed within thirty (30) days. 4.3 Termination for Non-Performance. TeleCheck may terminate this Agreement immediately if (i) its obligations or SubscrVerification Services violates any Legal Requirements; (ii) Subscriber fails to pay any amount due and payable within five (5) days of written notice of such failure; or (iii) Subscriber fails to fund, or maintain, its Reserve Account (defined below) upon its implementation. 4.4 Termination for Convenience. Regardless of any other terms or conditions in this Agreement, either party may terminate this Agreement for convenience at any time by providing the non-terminating party ninety (90) da to terminate. 4.5 Suspension. TeleCheck may, with as much notice as is commercially practicable, suspend all or a portion of its Verification Services immediately if (i) Subscriber materially breaches this Agreement; (ii) TeleCheck reasonably determines, or its ODFI (as defined in the NACHA Rules) determines, that an excessive amount of Return Items are occurring in connection with TeleCheck reasonably determines that other questionable activity as required by applicable Legal Requirements. 4.6 Effect of Termination, Suspension. Continuing the Services and funding Verification Transactions during any period of any other rights under this Agreement. Termination or suspension of Verification Services recover any amounts for which Subscriber is liable or obligated under this Agreement. 5. Fees. 5.1 Fees; Fee Amendments. Fees Verification Services set forth in Schedule A to this Agreement, including applicable sales, use, excise or other taxes (whether federal, state or local), however designated, which are levied or imposed with respect to the Verification Services. Subscriber will not pay or reimburse TeleCheck for income or employment taxes imposed upon or separately payable by TeleCheck for its employees, agents, subcontractors or affiliates. TeleCheck reserves the right to amend its Fees at at any time and from time to time after the expiration of the first three (3) calendars years of the Term by providing written notice Fee Notice (30) days following the date of any Fee Notice. If TeleCheck amends the Fees under this Agreement, Subscriber will have the right to terminate this Agreement by providing written notice of termination to TeleCheck prior to the expiration of the thirty (30) day period provided for in the Fee Notice. Subscriber shall not pay more than Fifty Thousand and No/100 Dollars ($50,000.00) in Fees for any Services derived from TeleCheck under this Agreement and the TeleCheck Warranty Agreement between the parties, of even date TeleCheck Warranty Agreement), during the entire initial Terms of this Agreement and the TeleCheck Warranty Agreement, collectively ( The Fee Cap may be amended by the parties, in writing. If Subscriber or TeleCheck anticipates its processing volume will cause the Fee Cap to be exceeded, Subscriber shall seek authority to increase the Fee Cap within 90 days of the estimated date on 5 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 which processing volume would result in Fees in excess of the Fee Cap. In no event shall TeleCheck be required to deliver services under this Agreement or the TeleCheck Warranty Agreement if it reasonably anticipates continued delivery of services will result in Fees exceeding the then-established Fee Cap. 5.2 Fee Definitions. The following definitions apply to the Fees: Correction Fee Inquiry Rate Inquiry Rate Fee to the product of (i) the Inquiry Rate multiplied by, (ii) the face amount of each Item for which an authorization inquiry is made to TeleCheck; and is the amount charged by TeleCheck to Subscriber for each Item submitted to TeleCheck for Monthly Connectivity Fee unt information technology systems to enable processing in connection with the Verification Services Monthly Minimum Fee is the minimum amount charged to Subscriber each month for processing the Items it submits to TeleCheck in connection with the Verification Services. If the total amount of Inquiry Rate Fees and Transaction Fees for any month is less than the Monthly Minimum Fee, then the Monthly Minimum Fee will apply for the month; and Subscriber will be billed for the difference between the Monthly Minimum Fee and the total amount of Inquiry Rate Fees and Transaction Fees that TeleCheck billed during that month. Monthly Risk Management Fee charged per Subscriber location receiving the Verification Services for the development, use, monitoring and periodic review with Subscriber of a computer model used as an aid to assess the risk of checks presented to Subscriber by Consumers. Set-Up Fee initial setup and initiation of the Verification Services Statement/Processing Fee Subscriber Requested Operator Call Fee perator-assisted call initiated by Subscriber that TeleCheck does not request or prompt Subscriber to make in connection with processing Verification Transaction Terminal Application Update Fee terminal Transaction Fee TeleCheck authorizes the Item. Subscriber will also be responsible for paying for any point-of-sale supplies (e.g., paper and ink for Equipment, rubber stamps, etc.) related to the Verification Services that it obtains from TeleCheck. 6. Payment of Fees. TeleCheck will invoice its Fees to Subscriber monthly. All Fees are due upon receipt and payable within thirty (30) days of invoice. The parties acknowledge and agree that, while TeleCheck may debit all other Amounts due under this Agreement via electronic fund transfer, TeleCheck shall bill Subscriber for monthly fees and Subscriber shall remit Fees directly and timely to TeleCheck. Subscriber authorizes TeleCheck to debit all amounts due under this Agreement (except Fees and including, without limitation, all Return Items, delinquency charges, Subscriber returned payments and any other amounts owed by Subscriber) and to credit all such amounts owed to Subscriber under this Agreement (except Fees) via electronic fund transfer. If there are insufficient funds in Snon-Fee amounts owed under this Agreement, Subscriber will immediately reimburse TeleCheck upon demand for these amounts or Fee amounts; or, at non-Fee amounts against any amounts TeleCheck or its affiliates owe to Subscriber under this Agreement or any other agreement between Subscriber and TeleCheck or its affiliates. A delinquency charge of 1½% per month or the highest amount permitted by law, whichever is lower, will be added to the outstanding balance of any delinquent account. Continuing Verification Services and funding Verification Transactions . 7. Financial and Other Information. If Subscriber is a company the common shares of which are actively traded on an SEC or other equivalent governing body. If Subscriber is not a Public Company, upon written request, Subscriber will provide TeleCheck with (i) quarterly financial statements within forty-five (45) days after the end of each fiscal quarter, and (ii) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year; both prepared in accordance with generally accepted accounting principles. Whether or not Subscriber is a publicly traded entity, in addition to the above information Subscriber will provide TeleCheck with the financial information that may be required by applicable of the Verification Services. 8. Reserve Account. Subscriber expressly authorizes TeleCheck to establish a reserve account for transactions processed under this Agreement. The amount of the reserve account shall be set by TeleCheck, in its sole discretion, based upon Subscriberand the anticipated risk of loss to TeleCheck. If any such reserve account is established, the reserve account shall be fully funded upon 3 days notice to Subscriber, or in instances of fraud or breach of this Agreement, the reserve account shall be funde The reserve account may be funded by all or any combination of the following: (i) one or more debits to Subscriber such debits); (ii) one or more deductions or offsets to any payments otherwise due to Subscriber from TeleCheck or any of its affiliates; or (iii) delivery to TeleCheck of a letter of credit issued or established by a financial institution acceptable to, and in a form satisfactory to, TeleCheck. If funds in the reserve account are not sufficient to cover the delinquency charges, chargebacks or rejected and reassigned warranty items, or any other fees and charges due from Subscriber to TeleCheck or its affiliates, or if the funds in the reserve account have been released, Subscriber shall immediately pay TeleCheck such sums upon request. In the event of a failure by Subscriber to fund the reserve account, TeleCheck may fund such reserve account in the manner set forth above. In the event of termination of this Agreement by either Subscriber or TeleCheck, an immediate reserve account may be established without notice in the manner provided above. Any reserve account may be held by TeleCheck for 10 months after termination of this Agreement. 6 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 an independent escrow agent, and shall not accrue interest. 9. Confidential Information; Information Security. Confidential Information. "Confidential Information information whether or not marked confidential or proprietary, customer lists, technology, inventions, systems, operations, facilities, products, services, discoveries, trade secrets, confidential know- employment with either party, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain; (ii) was already known to the receiving party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; (iv) is independently developed by the receiving party; or (v) is otherwise excluded under the terms of this Agreement. The parties agree that a failure to maintain safeguards to preserve other party. 9.1 Disclosure and Use Restrictions. The parties agree they will maintain the Confidential Information of the other party in strict confidence and shall not disclose, disseminate, copy, divulge, Information without the prior written consent of the other party except (i) as necessary in connection with providing or using the Verification Services; (ii) as specifically allowed under this Agreement; or (iii) to the extent necessary to comply with Legal Requirements or a valid court order, provided the disclosing party must use reasonable efforts to notify the other party prior to disclosure (unless such notification is prohibited by Legal Requirements or a valid court order) so the other party may seek a protective order or otherwise prevent or limit disclosure of its Confidential Information. Each party agrees to use mthan those the protecting party uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. Each comply with the confidentiality provisions of this Agreement; and each party will be responsible for the performance of its employees, affiliates, agents, advisors or subcontractors with respect to the foregoing requirement. Each party will take such steps to prevent disclosure o own; including, at a minimum, commercially reasonable steps. 9.2 Information Security. Each party is responsible for: (i) the security of non-public or personally identifiable information Personal Information obtained through its respective provision or use of the Verification Services; and (ii) data security issues arising from its systems, or directly resulting from its use of third party vendors or subcontractors, if any, in connection with the Verification Services. Each party will maintain commercially reasonable information security practices designed to prevent unauthorized or unlawful access to, use, disclosure or Security Incident assess the nature and scope of the Security Incident; (b) identify the Personal Information involved, if any; (c) take appropriate steps to contain, control and stop the Security Incident; and (d), in the event Personal Information was compromised and it is reasonably suspected that misuse will result, promptly notify the other party of the Security Incident, subject to any request by law enforcement or other government agency to withhold such notice pending the completion of an investigation. TeleCheck is not responsible for and does not control third party telecommunication lines used to provide the Verification Services; and will not be responsible for the security of any transmissions using these lines. 9.3 Ownership. This Agreement does not provide either party with any right, title or interest in or to the Confidential Information of the other party. Each party will return or destroy (and certify the destruction of) the other party's Confidential Information at the request of the other party. 9.4 Equitable Relief. TeleCheck and Subscriber agree there may be no adequate remedy at law for a breach of the Confidentiality Requirements related to Confidential Information or Personal Information under this Agreement. A breach of the Confidentiality Requirements may cause irreparable harm such that the non-breaching party may not have an adequate remedy at law; and, therefore, the non-breaching party may seek injunctive relief (without posting a bond or other security) against the breaching party in addition to any other rights or remedies available at law or in equity. 10. Indemnification. 10.1 Subscriber Indemnity. Subscriber agrees, to the extent allowed by Texas state law, to indemnify and hold TeleCheck, its employees, employees, agents or representatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct. 10.2 TeleCheck Indemnity. TeleCheck agrees to indemnify and hold Subscriber, its employees, directors and officers, harmless entatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct. 7 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 However, in no event shall TeleCheck be liable for any acts, omissions, negligence or willful misconduct of Subscriber upon which any Claim of any third party is based. 10.3 In the event of a Claim for which indemnification may be sought under this Agreement, the party to be indemnified (the "indemnified party") will: (i) promptly notify the party responsible for indemnification (the "indemnifying party") of the Claim; (ii) reasonably cooperate with the indemnifying party in the making of claims or defenses; and (iii) provide information, assist in the resolution of the Claim and make available at least one (1) employee or agent who can testify regarding the Claim or defenses. The indemnifying party will, upon written notice from the indemnified party, immediately undertake the defense of any such Claim with counsel reasonably satisfactory to the indemnified party. In any event, the indemnifying party will be entitled to direct the defense and settlement of a Claim subject to indemnification with counsel reasonably satisfactory to the indemnified party; provided, the indemnifying party will not settle any Claim affecting the indemnified party to the extent settlement involves more than the payment of money by the indemnifying party without the indemnified party's written consent. 11. Representations, Warranties; Disclaimer of Warranties; Exclusion of Consequential Damages; Limitation on Liability. 11.1 Representations, Warranties. Subscriber and TeleCheck each represent and warrant: (i) they have corporate authority to execute this Agreement; (ii) executing this Agreement does not constitute a material conflict with, breach or default under any applicable Legal Requirements, their respective charter or bylaws, or any documents, agreements or other instruments which are binding upon the parties; and (iii) this Agreement creates valid, legal and binding obligations that are enforceable against the parties. 11.2 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELECHECK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT RELATE TO THE VERIFICATION SERVICES PROVIDED U OF THE VERIFICATION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THIS AGREEMENT IS A SERVICE AGREEMENT; ANY EQUIPMENT PROVIDED IN CONNECTION WITH THIS AGREEMENT IS INCIDENTAL TO THE VERIFICATION SERVICES PROVIDED. THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE DO NOT APPLY TO THIS AGREEMENT. 11.3 Exclusion of Consequential Damages. TELECHECK AND SUBSCRIBER, AND THEIR RESPECTIVE AFFILIATES, WILL NOT BE LIABLE TO EACH OTHER UNDER ANY THEORY AT LAW OR IN EQUITY IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), EXEMPLARY OR PUNITIVE DAMAGES; REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.4 Limitation of Liability. LOSSES OR DAMAGES (IN THE AGGREGATE) FROM ANY CAUSE WHATSOEVER (RELATED OR UNRELATED) IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF (I) ONE MILLION DOLLARS ($1,000,000); OR (II) THE AMOUNT OF FEES PAID TO TELECHECK FOR VERIFICATION SERVICES PERFORMED IN THE PRECEDING SERVICE YEAR; PROVIDED, SUCH LIMITATION WILL NOT INCLUDE FEES ALREADY DUE FROM SUBSCRIBER TO TELECHECK UNDER THIS AGREEMENT, WHICH WILL BE DUE IN ADDITION TO ANY SUCH LOSSES OR DAMAGES. 11.5 Mitigation of Damages. Each party will reasonably act to mitigate its damages. 12. Compliance with Law. 12.1 General. Subscriber is responsible for monitoring, interpreting and complying with all federal, state or local laws, rules, regulations, judicial or administrative decisions, export laws, Office of Foreign Assets Control of the US Department of the OFACFCRA Regulation ELegal Requirements the Verification Services under this Agreement including its obligations as an Originator under the NACHA Rules. Subscriber will not use any merchant account created in connection with the Verification Services for illegal transactions, including, without limitation, those prohibited by the Unlawful Internet Gambling Enforcement Act. TeleCheck is responsible for monitoring, interpreting and complying with Legal Requirements applicable to its business, its provision of the Verification Services and its use of Transaction Data residing on its information technology systems. 12.2 FCRA Compliance. Subscriber certifies that it has a legitimate business need, in connection with business transactions involving Consumers, for the information provided by TeleCheck. Subscriber certifies that the information provided by TeleCheck will only be used for permissible purposes under the FCRA, will not be used for employment purposes, and will not be used by Subscriber for any purpose other than one (1) transaction between Subscriber and a Consumer. Neither Subscriber nor its agents or employees will disclose the results of any inquiry made to TeleCheck except to the Consumer attorneys if necessary). IF SUBSCRIBER REJECTS ANY ITEM (IN WHOLE OR IN PART) BECAUSE OF THE INFORMATION OBTAINED FROM TELECHECK, SUBSCRIBER WILL ADVISE THE CONSUMER OF THAT FACT AND 8 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 REQUIRED BY APPLICABLE LEGAL REQUIREMENTS. 12.3 Changes in Legal Requirements. If TeleCheck reasonably determines that its performance under this Agreement is impossible or illegal due to changes in applicable Legal Requirements, TeleCheck may modify or discontinue performing the impacted obligations or Verification Services to the extent necessary to avoid violating the Legal Requirements upon thirty (30) days written notice to Subscriber. TeleCheck may increase its Fees to cover any additional costs incurred in connection with complying with changes in applicable Legal Requirements; and, further, TeleCheck may increase its Fees if any fees or charges to TeleCheck increase for processing transactions through the ACH Network. If TeleCheck makes such requests and the parties are unable to agree upon corresponding changes to the terms and conditions of this Agreement within thirty (30) days of such request, either party may terminate this Agreement upon thirty (30) days written notice. 13. Use of TeleCheck Materials. 13.1 TCI trademarks referenced in this Section. Pursuant to authorization granted to TeleCheck by TCI, TeleCheck grants to ® Subscriber a nonexclusive, nonassignable and nontransferable limited license to use the TELECHECK, TELECHECK logo TeleCheck Marks subject to the following: Subscriber (i) may use and display decals, identification data and other materials provided by Verification Services; (ii) will not permit any persons other than its own officers, em will promptly cease use of the TeleCheck Marks and remove any decals, electronic files, logos or other materials (including those affixed to entry doors or windows at Subscriber locations) upon termination or expiration of this Agreement, and, at its own expense, either return or destroy all such materials to TeleCheck; and (iv) will not create any print, electronic or Internet-based materials (including, without limitation, any marketing materials) using any TeleCheck Marks without . 13.2 Marks and will not contest the validity of the TeleCheck Marks or the ownership thereof. Subscriber will refrain from performing any acts that might discredit, disparage, dilute, infringe or negatively affect the value of the TeleCheck Marks or constitute unfair competition with TeleCheck or TCI. Subscriber will use the TeleCheck Marks pursuant to any guidelines provided by TeleCheck, as may be amended from time to time. The following will appear at least once on every piece of advertising or promotional material 13.3 Intellectual Property Ownership. This Agreement does not grant Subscriber with any right, title, interest, express or implied license (except as otherwise specifically granted under this Agreement) to any patent, TeleCheck Marks, copyright, trade secret or proprietary right associated with the Verification Services, TeleCheck system, applications or business methods (or Verification Services; or arising activities. 14. Data Use; Analytics. TeleCheck will own all right, title and interest to the data or other information relating to an Item or a Transaction Data Verification Services under this Agreement. TeleCheck may use any credit information provided by Subscriber to a TeleCheck affiliate in re compliance with applicable Legal Requirements. 15. General. 15.1 Independent Contractor; Third Party Beneficiaries; Subcontractors. The parties are independent contractors. Neither party will have any authority to bind the other. This Agreement is entered into solely for the benefit of TeleCheck and Subscriber, and will not confer any rights upon any person not expressly a party to this Agreement, including Consumers. TeleCheck may subcontract with others to provide Verification Services. 15.2 Publicity. TeleCheck may use Subscriber's name in publicity indicating that TeleCheck and Subscriber have entered into a contractual relationship. 15.3 unreasonably withheld; provided, consent is not needed for TeleCheck to assign this Agreement to an affiliate or subsidiary, or in connection with a merger, acquisition or sale of all or substantially all of its assets. Any assignment in violation of this Section will be deemed null and void. This Agreement will extend to and be binding upon any permitted successors and assigns. 9 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 15.4 Operating Procedures. Subscriber agrees to use the Verification Services in accordance with the requirements, and written policies and operating procedures that are provided from time to time by TeleCheck, which may be provided by written or other electronic delivery means. 15.5 Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas (without regard to its choice of law provisions). 15.7 Jurisdiction and Venue. All issues arising from this Agreement shall be resolved in the courts in Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of either party to seek and secure injunctive relief from any competent authority as contemplated herein. 15.8 Waiver of Jury Trial. TELECHECK AND SUBSCRIBER IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 15.9 Force Majeure. Neither Subscriber nor TeleCheck will be held responsible for any delays in or failure or suspension of Verification Services caused, directly or indirectly, by (i) power failure; (ii) delay or error in clearing or processing a transaction through the ACH Network or Federal Reserve system, if applicable; (iii) the nonperformance, delay or error by a third party or in any other third party system, including, without limitation, failures or fluctuations in telecommunications equipment, transmission links or other equipment; (iv) any outbreak or escalation of hostilities, war, riots, terrorism or civil disorders in any country, strikes, labor difficulties, fire, inability to operate or obtain service for its equipment, unusual delays in transportation, earthquake, fire, flood, elements of nature or other acts of God; (v) any act or omission of the other party or any government authority; or (vi) other causes all reasonably beyond the control of the impacted party. 15.10 Attorney Fees Related to Contract Obligations. The prevailing party in any legal action related to a dispute barred by applicable Legal Requirements. 15.11 Notices. Except as specifically provided otherwise, all formal notices required or permitted under this Agreement (other than those involving normal operational matters relating to the Verification Services) will be (i) in writing; (ii) sent by registered mail (return receipt requested) or nationally recognized courier (with tracking and delivery confirmation requested); and (iii) will be deemed to have been given on the date shown on the return receipt if sent by registered mail or the date shown on the delivery confirmation if sent by nationally recognized courier. Notice given in any other manner will be effective when actually received. Notices to Subscriber will be sent to the following address: . Notices to TeleCheck will be sent to the following address: TeleCheck Services, Inc., Attn: General Manager, 14141 Southwest Freeway, Suite 300, Sugar Land, Texas 77478; with an additional copy to: TeleCheck Services, Inc., Attn: Legal Counsel, 14141 Southwest Freeway, Suite 300, Sugar Land, Texas 77478. 15.12 Headings. The headings contained in this Agreement are for reference only. 15.13 Severability. Any provision of this Agreement that is determined to be illegal, invalid or unenforceable will be void; and the remainder of this Agreement will continue in full force and effect. The parties will substitute a valid provision approximating the intent and economic effect of any invalidated provision. 15.14 Entire Agreement; Amendment; Waiver; Counterparts. This Agreement constitutes the entire agreement between TeleCheck and Subscriber, and supersedes all prior agreements, written or oral, between the parties related to the Verification Services. This Agreement includes and incorporates all attached addenda, schedules or exhibits. Except as specifically provided otherwise in this Agreement, any amendment to this Agreement must be in writing and signed by includingincludeincludes to be followed by the term without limitation ights and remedies under this Agreement are cumulative and not exclusive. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Facsimile, electronic or other copies of the executed Agreement are valid and effective. 15.15 Survival of Obligations. The rights and obligations of the parties that would be intended to survive by their nature or context will survive expiration or termination of this Agreement. 15.16 Audit. Both parties agree to cooperate and provide each other with information concerning their respective compliance with the terms of this Agreement as reasonably requested by the other party, including the Originating Depository Financial Institution under the NACHA Rules having the NACHA Rules. Audit requests related to the foregoing will be made in writing, upon reasonable notice, and will be conducted during normal business hours and at the expense of the party requesting the audit. 10 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 EXECUTED: CITY OF DENTON, TEXAS TELECHECK SERVICES, INC. By: By: Name: Name: AlainBarbet Title: Title: SVP/GM 11 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 *** CONFIDENTIAL *** TeleCheck Services, Inc. *** CONFIDENTIAL *** SCHEDULE A FEE FEE SCHEDULE For TELECHECK ELECTRONIC ACCEPTANCE, eDeposit, CHECKS-BY-PHONE and INTERNET CHECK ACCEPTANCE VERIFICATION SERVICES Provided to CITY OF DENTON, TEXAS FEES: Transaction Fee $ 0.17 ECA Verification Maximum $25,000.00 CBP Verification Maximum $ 5,000.00 ICA Verification Maximum $ 2,500.00 eDeposit Settlement Verification Maximum $100,000.00 Monthly Minimum Fee (per product, per billing location) $ 10.00 Monthly Minimum Fee eDeposit Settlement Only (per product) $ 50.00 Correction Fee $ 5.00 Subscriber Requested Operator Call Fee $ 2.50 Monthly Connectivity Fee (if using VPN connection) $ 750.00 Monthly Connectivity Fee (if using MPLS connection) $ 1,500.00 Statement/Processing Fee $ 5.00 Terminal Application Update Fee $ .00 Set-Up Fee $ .00 Equipment $ n/a 12 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 B TO CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (CONTRACT 5955) TELECHECK ELECTRONIC CHECK ACCEPTANCE® AND CHECKS-BY-PHONE® WARRANTY SERVICES AGREEMENT THIS TELECHECK -BY- WARRANTY SERVICES AGREEMENT Agreement dated May, 2016 Effective Date is between TELECHECK SERVICES, INC. TeleCheck the CITY OF DENTON, TEXAS Subscriber. TELECHECK AND SUBSCRIBER AGREE: 1. Definitions. The following definitions apply within this Agreement: means the Automated Clearing House Network, a processing and delivery system that distributes and settles electronic fund transfers. means the acknowledgement provided (electronically or in writing) by a Consumer for each Warranty Transaction that authorizes processing the Warranty Transaction as an electronic fund transfer and is required by the NACHA Rules or other applicable Legal Requirements (both as defined in Section 14.1). is an Authorization specific to a CBP Warranty Transaction that for each CBP Warranty Transaction, permitting the creation of a phone check and its conversion into an electronic fund transfer or remotely created check. is a type of Warranty Transaction in which a payment authorized by a Consumer in a telephone communication initiated by Consumer with Subscriber is processed under this Agreement as an electronic fund transfer or remotely created check. is a type of Warranty Transaction in which the Item is (i) a check payable to the Consumer writing the check, (ii) a government check payable to the Consumer presenting the check or (iii) a company payroll, expense reimbursement or non-medical insurance reimbursement check payable to the Consumer presenting the check; and is processed under this Agreement as a standard paper check. means any claim, demand, directive, suit or other proceeding, notice, damage, expense (including or presents an Item as payment for a transaction. is an Authorization specific to an ECA Warranty Transaction that consists of a receipt signed (electronically or in writing) by the Consumer permitting the conversion of their check into an electronic fund transfer or remotely created check. is a type of Warranty Transaction in which a payment initiated using a standard check is processed under this Agreement as an electronic fund transfer or remotely created check. means an outstanding financial obligation arising pursuant to a check or electronic fund transfer processed using the Services provided by TeleCheck under this Agreement. means the identification number assigned to Subscriber by TeleCheck that identifies t location from which a transaction is initiated for processing by TeleCheck. is a type of Warranty Transaction in which a payment initiated using a paper check is processed under this Agreement as a standard paper check. means any Item that is dishonored, returned, reversed, charged back or otherwise unpaid by a means the fee or exemplary damages assessed on a Return Item in the maximum amount allowed by applicable Legal Requirements. means a demand deposit account maintained by Subscriber at a US financial institution that Subscriber opens in connection with the Services. means Subscriber and its officers, directors, employees, shareholders, agents and attorneys. means any financial obligation owed by Subscriber pursuant to this Agreement w means the indicator transmitted by TeleCheck to Subscriber notifying Subscriber that TeleCheck has authorized an Item for warranty coverage in connection with a Warranty Transaction. means TeleCheck and its officers, directors, employees, shareholders, agents and attorneys. means the total dollar amount permitted per Warranty Transaction (which may be designated by specific product/service) as set forth on the Fee Schedule. means a contemporaneous payment transaction initiated by a Consumer between Subscriber and the Consumer that is processed and subject to warranty services under this Agreement. 2. Warranty Services. TeleCheck will provide Subscriber with (i) coded information to assist it in determining whether to accept an Item; (ii) processing services; and (iii) certain warranty services for Items that comply with the applicable warranty requirements below Warranty Services; all as specifically set forth in this Agreement. TeleCheck warrants the accuracy of the information it provides to Subscriber in connection with an Item processed using the warranty services when TeleCheck issues a TeleCheck Approval Code and so long as the Item meets all applicable warranty requirements. TeleCheck has sole discretion to determine whether or not to issue a TeleCheck Approval Code. purchase each Warranty Transaction Item that received a TeleCheck Approval Code, met the warranty requirements and became a Return Item (a) will not exceed an amount equal to the Warranty Maximum and (b) will not exceed (in any event) the amount of the Return Item. BREACH OF THE INFORMATION WARRANTY CONTAINED IN THIS PARAGRAPH WILL BE THE RIGHT TO REQUIRE 1 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 TELECHECK TO PURCHASE RETURN ITEMS THAT MEET THE WARRANTY REQUIREMENTS AND FOR WHICH SUBSCRIBER RECEIVED A TELECHECK APPROVAL CODE. Subscriber is not authorized to use the Warranty Services in connection with any transaction conducted, in whole or in part, over the Internet or in any non face-to-face transaction except as specifically provided for in this Agreement. Subscriber will not resell the Warranty Services to any third party. This Agreement is solely between Subscriber and TeleCheck; and, during the Term (defined below), Subscriber will process all of the Items Warranty Services prior to accepting such Items. In addition to this Agreement for the provision of Warranty Services, the parties have entered into an agreement for the provision of TeleCheck Verification Services dated ________________ ). Subscriber may opt to provide either Verification Services or Warranty Services to a designated locale, but no locale shall receive services under both this Agreement and the TeleCheck Verification Agreement. ®® 2.1 ECA Services. TeleCheck will provide Subscriber with its Electronic Check Acceptance (ECA) check based payment processing services that convert eligible paper checks to electronic fund transfers and accompanying warranty services ECA Services Warranty Services). 2.1.1 Each ECA Warranty Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements: (i) Subscriber. The name of the Consumer is imprinted on the check by the check manufacturer; (ii) The Consumer signed an ECA Authorization Receipt that authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as an ECA Warranty Transaction; (iii) Subscriber (a) perating procedures, (b) information, identification type and number, (c) obtained a single TeleCheck Approval Code for each Item, and (d) did not perform the ECA Warranty Transaction in manner that attempted to avoid the warranty requirements or Warranty Maximum (as more fully described in Section 3(vi)), including through split sales; (iv) The ECA Warranty Transaction represents an obligation of the Consumer at the point of sale (no phone, mail or Internet transactions) for goods or services sold, rented or rendered for the price of such goods or services. The ECA Warranty Transaction is not a transaction for credit, cash or payment on an existing debt, credit account or chec due at the end of a billing cycle for services rendered since the end of the immediately preceding billing cycle is not a prohibited transaction for a debt, credit account or check already due); (v) The amount of the ECA Warranty Transaction entered into the TeleCheck system and the amount on the ECA Authorization Receipt match exactly and do not exceed the Warranty Maximum; (vi) The check to which the ECA Warranty Transaction relates: (a) has not been used in any other transaction, (b) is voided on the front by the Consumer or Subscriber during processing, and (c) is returned to the Consumer at the point of sale during processing of the ECA Warranty Transaction; (vii) The date of the check and the ECA Warranty Transaction are within one (1) calendar day of: (a) the date the Item was submitted to TeleCheck for processing, and (b) the date the transaction actually occurred (Items may not pre-date or post-date the date they are submitted to TeleCheck for processing and the transaction date by more than one day); (viii) The ECA Warranty Transaction is not subject to any stop payment, dispute or set-off (unless do to fraud that is not subject to a chargeback under Section 3(vi)); (ix) Subscriber has no reason to question or notice of any fact, circumstance or defense that would impair the (x) Subscriber agrees to cooperate in good faith with TeleCheck to promptly identify Consumers that have filed bankruptcy and notified Subscriber of such bankruptcy; and (xi) Subscriber complied with all applicable NACHA Rules and Legal Requirements including posting notice to authorize the ECA Warranty Transaction and the Return Check Fee in a prominent and conspicuous location, and providing a copy of the notice to the Consumer, all in accordance with Regulation E. 2.1.2 ECA Authorization Receipt. Subscriber will (i) maintain a copy (electronic of physical) of each signed ECA Authorization Receipt for a minimum period of two (2) years from the date of the ECA Warranty Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the ECA permit TeleCheck to 2 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 audit Subscriber (upon ten compliance with this requirement. 2.1.3 ECA Initiated Paper Warranty Transaction Requirements. In some instances, ECA Warranty Transactions that are initiated for processing as an electronic fund transfer may be approved and processed as a paper check or remotely created check. Each ECA Warranty Transaction Subscriber submits to TeleCheck for processing under this Agreement that is processed as an ECA initiated Paper Warranty Transaction will comply with the following requirements: (i) account at a US financial institution, completely and properly filled out, and payable to Subscriber. The name and address of the Consumer is imprinted on the check by the check manufacturer. If a P.O. Box is used, or an address is not imprinted by the check manufacturer, a physical address (which may be a rural route or highway location number) is written on the (ii) t from the name (iii) Subscriber (a) (b) (magnetic ink character recognition) line information, identification type and number, (c) obtained a single TeleCheck Approval Code for each Item, and (d) did not perform the ECA initiated Paper Warranty Transaction in an attempt to avoid the warranty requirements or Warranty Maximum (as more fully described in Section 3(vi)), including through split sales; (iv) number, and TeleCheck Approval operating procedures; (v) The ECA initiated Paper Warranty Transaction represents an obligation of the Consumer at the point of sale (no phone, mail or Internet transactions) for goods or services sold, rented or rendered for the price of such goods or services. The ECA initiated Paper Warranty Transaction is not a transaction for credit, cash or payment on an existing debt, credit account or check already due to Subscriber that is not reasonably tied to the immediately preceding billing cycle is not a prohibited transaction for a debt, credit account or check already due); (vi) The amount shown in words and figures on the check is (a) less than or equal to the amount entered into the TeleCheck system, or (b) no more than $1.00 over the amount entered into the TeleCheck system, and does not exceed the Warranty Maximum; (vii) The date of the check accurately coincides within one (1) calendar day of: (a) the date the Item was submitted to TeleCheck for processing, and (b) the date the ECA initiated Paper Warranty Transaction actually occurred (Items may not pre-date or post-date the date they are submitted to TeleCheck for processing and the transaction date by more than one day); (viii) Subscriber deposited the check in Subscriber's Account and, upon the check becoming a Return Item, TeleCheck received the Return Item for purchase within thirty (30) days of the date that Subscriber originally purchase after presenting the Item for payment only once (i.e., Items may not be sent to TeleCheck for purchase in connection with warranty services after re-presentment, whether paper or electronic); (ix) The ECA initiated Paper Warranty Transaction is not subject to any stop payment, dispute or set-off (unless due to fraud that is not subject to a chargeback under Section 3(vi)); (x) Subscriber has no reason to question or notice of any fact, circumstance or defense that would impair the t; and (xi) Subscriber agrees to cooperate in good faith with TeleCheck to promptly identify Consumers that have filed bankruptcy and notified Subscriber of such bankruptcy. smsm 2.2 CBP Services. TeleCheck will provide Subscriber with its Checks By Phone (CBP) phone check payment processing services that allow Consumers to initiate payments via the telephone as electronic fund transfers and accompanying CBP Services Warranty Services). 2.2.1 Each CBP Warranty Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements: 3 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 (i) Subscriber; (ii) The CBP Warranty Transaction did not result from Subscriber initiating an unsolicited telephone call to a Consumer with whom Subscriber had no prior relationship; (iii) The Consumer provided a CBP Authorization Receipt that verbally authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as a CBP Warranty Transaction; (iv) Subscriber (a) (b) obtained a single TeleCheck Approval Code for each Item, and (c) did not perform the CBP Warranty Transaction in an attempt to avoid the warranty requirements or Warranty Maximum (as more fully described in Section 3(vi)), including through split sales; (v) The Consumer provided its name, physical address (no P.O. Box), telephone number (including area code), date of phone check authorization, check number, check type (personal or business), MICR (magnetic ink character recognition) line information (i.e., bank routing and account number), and identification type and number ; (vi) The CBP Warranty Transaction represents an obligation of the Consumer for goods or services sold, rented or rendered for the price of such goods or services. The CBP Warranty Transaction is not a transaction for credit, cash or payment on an existing debt, credit account or check already due to Subscriber that is not le for services rendered since the end of the immediately preceding billing cycle is not a prohibited transaction for a debt, credit account or check already due); (vii) The amount of the CBP Warranty Transaction entered into the TeleCheck system and the amount on the CBP Authorization Receipt match exactly and do not exceed the Warranty Maximum; (viii) The date of the Item and the CBP Warranty Transaction are within one (1) calendar day of: (a) the date the Item was submitted to TeleCheck for processing, and (b) the date the transaction actually occurred (Items may not pre-date or post-date the date they are submitted to TeleCheck for processing and the transaction date by more than one day); (ix) The CBP Warranty Transaction is not subject to any stop payment, dispute or set-off (unless due to fraud that is not subject to a chargeback under Section 3(vi)); (x) Subscriber has no reason to question or notice of any fact, circumstance or defense that would impair the (xi) Subscriber agrees to cooperate in good faith with TeleCheck to promptly identify Consumers that have filed bankruptcy and notified Subscriber of such bankruptcy; and (xii) Subscriber complied with the applicable provisions of the Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. Part 310), as may be amended, and provided the notices required to authorize the CBP Warranty Transaction and any Return Check Fee(s) as required by applicable NACHA Rules, Regulation E and Legal Requirements. 2.2.2 CBP Authorization Receipt. Subscriber will (i) maintain a copy (electronic or physical) of each CBP Authorization Receipt, or a copy (electronic or physical) of the written notice provided to the Consumer confirming its verbal authorization of the CBP Warranty Transaction Item, for a minimum period of two (2) years from the date of the CBP Warranty Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the CBP Authorization Receipt or written confirmation notice provided to the Consumer to permit TeleCheck to audit Subscriber (upon ten its CBP verbal authorization of the CBP Warranty Transaction Item in such format as TeleCheck requires prior to settlement of the Item. Notwithstanding the requirements of this Section, if TeleCheck provides Consumers with the written not be responsible for maintaining records of the CBP Authorization Receipts or copies of the written notice confirmations. 2.3 Assignment of Warranty Transactions. By execution of this Agreement, Subscriber ASSIGNS, TRANSFERS AND rranty Transaction that TeleCheck processed under this Agreement that (i) complied with the applicable warranty requirements; (ii) received a TeleCheck Approval Code; 4 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 ction reasonably deemed necessary by TeleCheck to aid in the enforcement of such rights. 2.4 Processing Notices; Return Item Fees. Subscriber will post and provide such notices (including any updates) to Consumers, that TeleCheck indicates are required pursuant to the NACHA Rules, Regulation E or other applicable Legal Requirements in order for T transfers, paper drafts or otherwise. Further, Subscriber will assess a Return Item Fee on all Return Items, which TeleCheck will be entitled to collect and retain from Consumers. 2.5 "Goodwill" of a Non-Compliance Item. TeleCheck, in its sole discretion, may elect not to chargeback or reassign a specific Item that becomes a Return Item and that is not subject to warranty services because it fails to comply with the applicable warranty requirements set forth in this Agreement. Such discretionary election by TeleCheck will not (i) constitute a course -compliant Return Item, or (ii) prevent TeleCheck from charging back or reassigning any other past or subsequent Return Item (related or unrelated). 2.6 Updating Information. Subscriber agrees to promptly notify TeleCheck if any Consumers make a payment to Subscriber in connection with any Return Item that is subject to warranty services under this Agreement, return any goods associated therewith or otherwise cancel any services represented thereby (in such manner that the Return Item is fully or partially satisfied), and to identify such Consumers. 3. Chargeback. TeleCheck may chargeback any Warranty Transaction it processed as a check, electronic fund transfer or remotely created check, or reassign any paper check or Item to Subscriber that it purchased in any of the following circumstances: (i) The goods or services (in whole or in part) for which the Item was issued have been returned to Subscriber, have not been delivered by Subscriber, or are subject to any stop payment, dispute or setoff; (ii) Subscriber received full or partial payment or security in any form to secure payment of the Item, or the goods or services for which the Item was issued were initially delivered on credit or under a lease; (iii) The Warranty Transaction is for any reason void or invalid, applicable Legal Requirements prevent the purchase by or transfer of the Item to TeleCheck, or a court of law determines that the Item is (in whole or in part) not due and payable by Consumer (unless such determination results from a bankruptcy proceeding); (iv) Any of the applicable warranty requirements for Warranty Transactions set forth in this Agreement are breached; (v) Subscriber failed to comply with this Agreement; (vi) Subscriber, or any of its owners, agents or employees (a) materially altered the Item or Authorization, (b) processed the Warranty Transaction with reason to know (or should have reasonably known) that it was likely to be dishonored (including failure to receive a TeleCheck Approval Code), or that the identification used or signature provided (to the extent an identification or signature is required under the applicable warranty requirements) was forged or did not belong to the Consumer; or (c) processed the Warranty Transaction in a Knowledge presumed in the presence of facts or circumstances which, if known, would cause a non-subscribing merchant, using commercially reasonable judgment, to independently refuse to accept an Knowledge is also presumed where there is e manipulation of transactions, including, but not limited to the splitting of a single transaction into smaller components or resubmission of a previously denied transaction; (vii) A duplicate Item related to the same transaction was received and processed; or, in the case of a Warranty Transaction processed as an electronic fund transfer, the check giving rise to the Item was deposited, thereby ancial institution account; (viii) The closeout of any batches (if applicable) or transmission of Warranty Transactions to TeleCheck for settlement processing did not occur within seven (7) business days (or such timeline that is specifically set forth in the warranty requirements) from the date the TeleCheck Approval Code was issued for the corresponding Warranty Transactions; (ix) The Consumer disputes authorizing the Item, or the validity or accuracy of a financial institution account in connection with a Warranty Transaction (except in the case of a fraud committed by a third party using a (x) Any Authorization required by the NACHA Rules, Regulation E or applicable Legal Requirements was incomplete, unsigned or Subscriber failed to provide TeleCheck with a legible copy of the Authorization within seven (7) days of a request for it. 5 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Subscriber will immediately notify TeleCheck if Subscriber has Knowledge that any of the above circumstances has occurred in connection with a Warranty Transaction Account, or offset amounts due Subscriber, in the amount paid by TeleCheck for any Warranty Transaction that is reassigned or charged back under this Section; or, promptly upon request, Subscriber will remit the amount of the Item to TeleCheck. TeleCheck may also charge back to Subscriber any amount over the Warranty Maximum on any Warranty Transaction for which TeleCheck has not received payment from a Consumer or a Warranty Transaction. Upon reassigning, charging back or charging back any amount in connection with an Item, TeleCheck will have no further liability to Subscriber for the Item. Subscriber will continue to bear full responsibility for any chargebacks and adjustments made under this Section following expiration or termination of this Agreement. 4. Electronic Funds Transfer Processing. 4.1 Funding. TeleCheck will credit each Warranty Transaction processed under this Agreement via electronic fund transfer as account within two (2) banking days following: (a) for host-based processing, Transactions before 9:00 p.m. Central Time (3:00 p.m. Central Time for ICA Warranty Transactions or CBP Warranty Transactions) each processing day; or (b), -out of its point-of-sale Subscribers saved, completed Warranty Transactions before 9:00 p.m. Central Time (batch processing is not applicable to ICA Warranty Transactions or CBP Warranty Transactions). Subscriber Subscriber acknowledges that it as an Originator under the NACHA Rules and agrees to comply with its obligations as an Originator. TELECHECK RESERVES THE RIGHT TO DECLINE PROCESSING ANY TRANSACTION AS A WARRANTY TRANSACTION. TeleCheck may initiate any necessary adjustments tItems processed as Warranty Transactions; including, without limitation, chargebacks or partial adjustments. TeleCheck may recover the n the event the adjustment was made at request or as a result of a Subscriber error, and the Item becomes a Return Item. TeleCheck may also recover the amount of any fees from Subscriber that a Consumer paid to its financial institution as a result of adjustments made to an Item due to a Subscriber error. Notwithstanding anything contained herein to the contrary, TeleCheck shall be entitled to suspend or terminate processing hereunder if required by NACHA or any part of the ACH system (including the Originating Depository Financial Institution) due to breach of the NACHA Rules or as may otherwise required by such parties or as otherwise required by law. As required by the NACHA Rules, the Originating Depository Financial Institution shall have the righ compliance with this Agreement and the NACHA Rules. TeleCheck shall also be entitled without notice to place a hold on or suspend payment of any amounts now due or hereafter to become due should an excessive amount of Return Item or other questionable activity occur as determined by TeleCheck in its discretion, or as otherwise required by law. In addition to any other remedies available to TeleCheck under this Agreement, Subscriber agrees that, if Subscriber breaches or fails to comply with this Agreement, TeleCheck may, with notice to be provided within 3 business days following such action, change processing or payment terms, suspend settlement or other payments of any amounts now due, or hereafter to become due, until TeleCheck has had reasonable opportunity to investigate such event. 4.2 Account Reconciliation. In the event any Warranty Transaction is not funded or otherwise paid by TeleCheck in accordance with this Agreement, Subscriber must notify TeleCheck in writing of such failure within thirty (30) days from the date of the Warranty Transaction. TeleCheck will have no liability to Subscriber, and it is precluded from asserting any claims, damages or losses against TeleCheck, if Subscriber does not notify TeleCheck of a failure to fund or otherwise pay a Warranty Transaction within such thirty (30) day period. 5. Equipment. 5.1 General. Subscriber may purchase point-of-Equipment TeleCheck may lease Equipment to Subscriber under a separate lease agreement, for use in connection with the Warranty Services provided under this Agreement. TeleCheck will retain title to Equipment it leases to Subscriber; provided, Subscriber bears the entire risk of loss for owned or leased Equipment. Subscriber will return leased Equipment to TeleCheck, ordinary wear and tear excepted, upon termination or expiration of this Agreement. TeleCheck will replace or request, subject to the Fees (defined below) set forth on Schedule A to this Agreement. If TeleCheck provides replacement Equipment to Subscriber via mail, or other delivery service, Subscriber must return its defective leased Equipment to TeleCheck within twenty (20) days or Subscriber will be deemed to have purchased the defective leased Equipment and will be billed for it. Subscriber will not permit anyone other than authorized representatives of TeleCheck to adjust, maintain, program or repair leased Equipment. Any telecommunications equipment (e.g., routers) that TeleCheck provides to Subscriber in connection with the Warranty Services will remain property and will be returned promptly upon termination or expiration of this Agreement. Subscriber will install all product updates to the Equipment, its software or firmware, within thirty (30) days of receiving the updates from TeleCheck. 6 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 5.2 Equipment Software, Firmware License. TeleCheck grants to Subscriber, and Subscriber accepts, a nonexclusive, non- assignable and nontransferable limited license to use the software and firmware provided with the Equipment, provided, Subscriber will not: (i) export the Equipment, software or firmware outside the US; (ii) copy or use the software, firmware or documentation provided by TeleCheck with the Equipment; (iii) sublicense or otherwise transfer any portion of such software, firmware, documentation or the Equipment; (iv) alter, change, reverse engineer, decompile, disassemble, modify or otherwise create derivative works of such software, firmware, documentation or the Equipment; (v) remove or alter any intellectual property or proprietary notices, markings, legends, symbols, or labels appearing on, in or displayed by such software, firmware, documentation or the Equipment. 6. Term; Termination; Suspension. 6.1 Term. This Agreement commences on its Effective Date and will extend for an initial term of five (5 Initial Term This Agreement will automatically renew for successive one (1) year terms Renewal Term following expiration of the Initial Term unless terminated by either party by giving written notice to the other at least ninety (90) days in advance of its anticipated date of termination. The Initial Term and Renewal Term are re Term Agreement; and Service Year. 6.2 Termination for Breach; Insolvency. Either party may terminate this Agreement if the other: (i) materially breaches a representation, warranty, term, condition or obligation under this Agreement, and fails to cure the breach within thirty (30) days after receiving written notice of it; or (ii)(a) is dissolved, becomes insolvent, generally fails to pay or admits in writing its general inability to pay its debts as they become due; (b) makes a general assignment, arrangement, or composition agreement with or for the benefit of its creditors; (c) files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors; (d) seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the wind up of its business; or (e) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding related to insolvency, receivership, liquidation or composition for the benefit of creditors, and such proceeding is not dismissed or stayed within thirty (30) days. 6.3 Termination for Non-Performance. TeleCheck may terminate this Agreement immediately if (i) its obligations or SubscriberWarranty Services violates any Legal Requirements; (ii) Subscriber fails to pay any amount due and payable within five (5) days of written notice of such failure; or (iii) Subscriber fails to fund, or maintain, its Reserve Account (defined below) upon its implementation. 6.4 Termination for Convenience. Regardless of any other terms or conditions in this Agreement, either party may terminate this Agreement for convenience at any time by providing the non- to terminate. 6.5 Suspension. TeleCheck may, with as much notice as is commercially practicable, suspend all or a portion of its Warranty Services immediately if (i) Subscriber materially breaches this Agreement; (ii) TeleCheck reasonably determines, or its ODFI (as defined in the NACHA Rules) determines, that an excessive amount of Return Items are occurring in connection with Warranty Transactions; (iii) TeleCheck reasonably determines that other questionable activity related to fraud or risk analysis is occurring ; or (iv) as required by applicable Legal Requirements. 6.6 Effect of Termination, Suspension. Continuing the Warranty Services and funding Warranty Transactions during any period of ny other rights under this Agreement. Termination or suspension of Warranty Services recover any amounts for which Subscriber is liable or obligated under this Agreement. 7. Fees. 7.1 Fees; Fee Amendments. Subscriber will pay TeleCheck the fees and charges (collectively, Fees Warranty Services set forth in Schedule A to this Agreement, including applicable sales, use, excise or other taxes (whether federal, state or local), however designated, which are levied or imposed with respect to the Warranty Services. Subscriber will not pay or reimburse TeleCheck for income or employment taxes imposed upon or separately payable by TeleCheck for its employees, agents, subcontractors or affiliates. TeleCheck reserves the right to amend its Fees at any time and from time to time after the expiration of the first three (3) calendars years of the Term by providing written notice (a Fee Notice e Fees will be effective thirty (30) days following the date of any Fee Notice. If TeleCheck amends the Fees under this Agreement, Subscriber will have the right to terminate this Agreement by providing written notice of termination to TeleCheck prior to the expiration of the thirty (30) day period provided for in the Fee Notice. Subscriber shall not pay more than Fifty Thousand and No/100 Dollars ($50,000.00) in Fees for any Services derived from TeleCheck under this Agreement and the TeleCheck Warranty Agreement between the parties, of even date herewith (TeleCheck Warranty Agreement Agreement, collectively ( Cap may be amended by the parties, in writing. If Subscriber or TeleCheck anticipates its processing volume will cause the Fee Cap to be exceeded, Subscriber shall seek authority to increase the Fee Cap within 90 days of the estimated date on which processing volume would result in Fees in excess of the Fee Cap. In no event shall TeleCheck be required to deliver 7 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 services under this Agreement or the TeleCheck Warranty Agreement if it reasonably anticipates continued delivery of services will result in Fees exceeding the then-established Fee Cap. 7.2 Fee Definitions. The following definitions apply to the Fees: Correction Fee amount charged for each Item that Inquiry Rate will Inquiry Rate Fee to the product of (i) the Inquiry Rate multiplied by, (ii) the face amount of each Item for which an authorization inquiry is made to TeleCheck; and is the amount charged by TeleCheck to Subscriber for each Item submitted to TeleCheck for processing under this Agreement, Monthly Connectivity Fee charged per month in order information technology systems to enable processing in connection with the Warranty Services Monthly Minimum Fee the minimum amount charged to Subscriber each month for processing the Items it submits to TeleCheck in connection with the Warranty Services. If the total amount of Inquiry Rate Fees and Transaction Fees for any month is less than the Monthly Minimum Fee, then the Monthly Minimum Fee will apply for the month; and Subscriber will be billed for the difference between the Monthly Minimum Fee and the total amount of Inquiry Rate Fees and Transaction Fees that TeleCheck billed during that Set-Up Fee ion of the Warranty Services. Statement/Processing FeeSubscriber Requested Operator Call Fee-assisted call initiated by Subscriber that TeleCheck does not request or prompt Subscriber to make in connection with processing Warranty Transactions Terminal Application Update Fee per terminal for each occasion that a terminal application update is made available for additional features, different inform Transaction Fee amount charged for each Item submitted to TeleCheck for processing under this Agreement, whether or not TeleCheck authorizes the Item. Subscriber will also be responsible for paying for any point-of-sale supplies (e.g., paper and ink for Equipment, rubber stamps, etc.) related to the Warranty Services that it obtains from TeleCheck. 8. Payment of Fees. TeleCheck will invoice its Fees to Subscriber monthly. All Fees are due upon receipt and payable within thirty (30) days of invoice. The parties acknowledge and agree that, while TeleCheck may debit all other Amounts due under this Agreement via electronic fund transfer, TeleCheck shall bill Subscriber for monthly fees and Subscriber shall remit Fees directly and timely to TeleCheck. Subscriber authorizes TeleCheck to debit all amounts due under this Agreement (except Fees and including, without limitation, all Return Items, delinquency charges, Subscriber returned payments and any other amounts owed by Subscriber) and to credit all such amounts owed to Subscriber under this Agreement (except Fees) via electronic fund transfernon-Fee amounts owed under this Agreement, Subscriber will immediately reimburse TeleCheck upon demand for these amounts or Fee amounts; or, at non-Fee amounts against any amounts TeleCheck or its affiliates owe to Subscriber under this Agreement or any other agreement between Subscriber and TeleCheck or its affiliates. A delinquency charge of 1½% per month or the highest amount permitted by law, whichever is lower, will be added to the outstanding balance of any delinquent account. Continuing Warranty Services and funding Warranty Transactions during any period of delinquency will not constitute a waiver of TeleCheck 9. Financial and Other Information. In addition to access to the financial information that is available through the Internet and SEC, Subscriber will provide TeleCheck with the financial information that may be required by applicable Legal Requirements in connection with creditworthiness or Warranty Services. In the event Subscriber is no longer publicly traded and upon written request, Subscriber will provide TeleCheck with (i) quarterly financial statements within forty-five (45) days after the end of each fiscal quarter, and (ii) annual audited financial statements within ninety (90) days after the end of each fiscal year; both prepared in accordance with generally accepted accounting principles. 10. Reserve Account. . Warranty Transactions. TeleCheck will determine and set the amount of the Reserve Account in its sole discretion based on Subscriberanticipated risk of loss. Subscriber will fund the Reserve Account within three (3) days of receiving a notice to Subscriber or in instances of fraud or breach of this Agreement, the Reserve Account may be funded imm; and may fund the Reserve Account via one or any combination of the following: (a) one or more debits to Subscriberb) one or more deductions or offsets to any payments otherwise due to Subscriber from TeleCheck or any of its affiliates; (c) delivering a letter of credit to TeleCheck in a form and issued or established by a financial institution that is acceptable to TeleCheck; or (d) by providing cash. If the funds in Subscriber Reserve Account are not sufficient to cover unfulfilled obligations (including, without limitation, settlement obligations, any adjustments to Items, amounts due for Items subject to chargeback or reassignment, or Fees) due under this Agreement, or if the funds in the Reserve Account have been released, Subscriber will immediately pay TeleCheck such amounts upon demand therefor. In the event Subscriber fails to fund a Reserve Account when required, TeleCheck may fund the Reserve Account in any manner set forth in this Section. If TeleCheck or Subscriber terminates this Agreement, a Reserve Account may be established in the manner set forth in this Section in order to cover unfulfilled obligations (including, without limitation, settlement obligations, any adjustments to Items, amounts due for Items subject to chargeback or reassignment, or Fees) under this Agreement. Reserve Account for ten (10) months after it is established or following termination of this Agreement. may be held in a commingled reserve account maintained by TeleCheck for the reserve funds of its subscribers, without involving an independent escrow agent. TeleCheck will not pay interest to Subscriber on any of its funds held in a Reserve Account. 8 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 11. Confidential Information; Information Security. 11.1 Confidential Information. "Confidential Information" means all of TeleCheckor Subscriber competitively sensitive material or not generally known to the public; including, without limitation, information whether or not marked confidential or proprietary, customer lists, technology, inventions, systems, operations, facilities, products, services, discoveries, trade secrets, confidential know- employment with either party, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain; (ii) was already known to the receiving party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; (iv) is independently developed by the receiving party; or (v) is otherwise excluded under the terms of this Agreement. The parties agree that a failure to maintain safeg other party. 11.2 Disclosure and Use Restrictions. The parties agree they will maintain the Confidential Information of the other party in strict confidence and shall not disclose, disseminate, copy, divulge, Information without the prior written consent of the other party except (i) as necessary in connection with providing or using the Warranty Services; (ii) as specifically allowed under this Agreement; or (iii) to the extent necessary to comply with Legal Requirements or a valid court order, provided the disclosing party must use reasonable efforts to notify the other party prior to disclosure (unless such notification is prohibited by Legal Requirements or a valid court order) so the other party may seek a protective order or otherwise prevent or limit disclosure of its Confidential Information. Each party agrees to use uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. Each comply with the confidentiality provisions of this Agreement; and each party will be responsible for the performance of its employees, affiliates, agents, advisors or subcontractors with respect to the foregoing requirement. Each party will take own; including, at a minimum, commercially reasonable steps. 11.3 Information Security. Each party will maintain commercially reasonable information security practices designed to prevent unauthorized or unlawful access to, use, disclosure or alteration of non public or personally identifiable Personal Information) on the systems under its control or that it has obtained through its respective provision or use of the Warranty Servicesal Information, the affected party will promptly (a) assess the nature and scope of the Security Incident; (b) identify the Personal Information involved, if any; (c) take appropriate steps to contain, control and stop the Security Incident; and (d), in the event Personal Information was compromised and it is reasonably suspected that misuse will result, promptly notify the other party of the Security Incident, subject to any request by law enforcement or other government agency to withhold such notice pending the completion of an investigation. TeleCheck is not responsible for and does not control third party telecommunication lines used to provide the Warranty Services; and will not be responsible for the security of any transmissions using these lines. 11.4 Ownership. This Agreement does not provide either party with any right, title or interest in or to the Confidential Information of the other party. Each party will return or destroy (and certify the destruction of) the other party's Confidential Information at the request of the other party. 11.5 Equitable Relief. TeleCheck and Subscriber agree there may be no adequate remedy at law for a breach of the Confidentiality Requirements related to Confidential Information or Personal Information under this Agreement. A breach of the Confidentiality Requirements may cause irreparable harm such that the non-breaching party may not have an adequate remedy at law; and, therefore, the non-breaching party may seek injunctive relief (without posting a bond or other security) against the breaching party in addition to any other rights or remedies available at law or in equity. 12. Indemnification. 12.1 Subscriber Indemnity. Subscriber agrees, to the extent allowed by Texas state law, to indemnify and hold TeleCheck, its employees, directors and officers, harmless against any third party Claims resulting from Subscriber employees, agents or representatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct. 12.2 TeleCheck Indemnity. TeleCheck agrees to indemnify and hold Subscriber, its employees, directors and officers, harmless against any third party Claims resulting from TeleCheckaffiliates, employees, agents or representatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct. However, in no event shall TeleCheck be liable for any acts, omissions, negligence or willful misconduct of Subscriber upon which any Claim of any third party is based. 9 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 12.3 In the event of a Claim for which indemnification may be sought under this Agreement, the party to be indemnified (the "indemnified party") will: (i) promptly notify the party responsible for indemnification (the "indemnifying party") of the Claim; (ii) reasonably cooperate with the indemnifying party in the making of claims or defenses; and (iii) provide information, assist in the resolution of the Claim and make available at least one (1) employee or agent who can testify regarding the Claim or defenses. The indemnifying party will, upon written notice from the indemnified party, immediately undertake the defense of any such Claim with counsel reasonably satisfactory to the indemnified party. In any event, the indemnifying party will be entitled to direct the defense and settlement of a Claim subject to indemnification with counsel reasonably satisfactory to the indemnified party; provided, the indemnifying party will not settle any Claim affecting the indemnified party to the extent settlement involves more than the payment of money by the indemnifying party without the indemnified party's written consent. 13. Representations, Warranties; Disclaimer of Warranties; Exclusion of Consequential Damages; Limitation on Liability. 13.1 Representations, Warranties. Subscriber and TeleCheck each represent and warrant: (i) they have corporate authority to execute this Agreement; (ii) executing this Agreement does not constitute a material conflict with, breach or default under any applicable Legal Requirements, their respective charter or bylaws, or any documents, agreements or other instruments which are binding upon the parties; and (iii) this Agreement creates valid, legal and binding obligations that are enforceable against the parties. 13.2 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELECHECK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT RELATE TO THE WARRANTY SERVICES PROVIDED UNDER THIS AGREEMENT. FURTHER, TELECHECK DOES NOT WARRANT THAT SUBSCRIBER OF THE WARRANTY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THIS AGREEMENT IS A SERVICE AGREEMENT; ANY EQUIPMENT PROVIDED IN CONNECTION WITH THIS AGREEMENT IS INCIDENTAL TO THE WARRANTY SERVICES PROVIDED. THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE DO NOT APPLY TO THIS AGREEMENT. 13.3 Exclusion of Consequential Damages. TELECHECK AND SUBSCRIBER, AND THEIR RESPECTIVE AFFILIATES, WILL NOT BE LIABLE TO EACH OTHER UNDER ANY THEORY AT LAW OR IN EQUITY IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), EXEMPLARY OR PUNITIVE DAMAGES; REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13.4 Limitation of Liability. AND SUBSCRIBER LOSSES OR DAMAGES (IN THE AGGREGATE) FROM ANY CAUSE WHATSOEVER (RELATED OR UNRELATED) IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF (I) ONE MILLION DOLLARS ($1,000,000); OR (II) THE AMOUNT OF FEES PAID TO TELECHECK FOR WARRANTY SERVICES PERFORMED IN THE PRECEDING SERVICE YEAR; PROVIDED, SUCH LIMITATION WILL NOT INCLUDE FEES ALREADY DUE FROM SUBSCRIBER TO TELECHECK UNDER THIS AGREEMENT, WHICH WILL BE DUE IN ADDITION TO ANY SUCH LOSSES OR DAMAGES. 13.5 Mitigation of Damages. Each party will reasonably act to mitigate its damages. 14. Compliance with Law. 14.1 General. Subscriber is responsible to and shall monitor, interpret and comply with all federal, state or local laws, rules, regulations, judicial or administrative decisions, export laws, Office of Foreign Assets Control of the US Department of the OFACFCRA and its Regulation E Regulation E and the Legal Requirements the Warranty Services under this Agreement. Subscriber will not use any merchant account created in connection with the Warranty Services for illegal transactions, including, without limitation, those prohibited by the Unlawful Internet Gambling Enforcement Act. TeleCheck is responsible for and shall monitor, interpret and comply with Legal Requirements applicable to its business, its provision of the Warranty Services and its use of Transaction Data residing on its information technology systems. 14.2 FCRA Compliance. Subscriber certifies that it has a legitimate business need, in connection with business transactions involving Consumers, for the information provided by TeleCheck. Subscriber certifies that the information provided by TeleCheck will only be used for permissible purposes under the FCRA, will not be used for employment purposes, and will not be used by Subscriber for any purpose other than one (1) transaction between Subscriber and a Consumer. Neither Subscriber nor its agents or employees will disclose the results of any inquiry made to TeleCheck except to the Consumer about whom such inquiry is made; and, in no event, to any attorneys if necessary). IF SUBSCRIBER REJECTS ANY ITEM (IN WHOLE OR IN PART) BECAUSE OF THE INFORMATION OBTAINED FROM TELECHECK, SUBSCRIBER WILL ADVISE THE CONSUMER OF THAT FACT AND PROVIDE T REQUIRED BY APPLICABLE LEGAL REQUIREMENTS. 10 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 14.3 Changes in Legal Requirements. If TeleCheck reasonably determines that its performance under this Agreement is impossible or illegal due to changes in applicable Legal Requirements, TeleCheck may modify or discontinue performing the impacted obligations or Warranty Services to the extent necessary to avoid violating the Legal Requirements upon thirty (30) days written notice to Subscriber. TeleCheck may increase its Fees to cover any additional costs incurred in connection with complying with changes in applicable Legal Requirements; and, further, TeleCheck may increase its Fees if any fees or charges to TeleCheck increase for processing transactions through the ACH Network. If TeleCheck makes such requests and the parties are unable to agree upon corresponding changes to the terms and conditions of this Agreement within thirty (30) days of such request, either party may terminate this Agreement upon thirty (30) days written notice. 15. Use of TeleCheck Materials. 15.1 Acknowledgement of Ownership; License. TCI trademarks referenced in this Section. Pursuant to authorization granted to TeleCheck by TCI, TeleCheck grants to ® Subscriber a nonexclusive, nonassignable and nontransferable limited license to use the TELECHECK, TELECHECK logo and other TeleCheck trademarks and service marks (collectively, TeleCheck Marks US and its territories, subject to the following: Subscriber (i) may use and display decals, identification data and other materials provided by ocations solely during the Term and solely in connection with the Warranty Services; (ii) will not permit any persons other than its own officers, employees or agents at Subscriberlocations to use its Merchant ID; (iii) will promptly cease use of the TeleCheck Marks and remove any decals, electronic files, logos or other materials (including those affixed to entry doors or windows at Subscriber locations) upon termination or expiration of this Agreement, and, at its own expense, either return or destroy all such materials to TeleCheck; and (iv) will not create any print, electronic or Internet-based materials (including, without limitation, any marketing materials) using any TeleCheck Marks without 15.2 Use of TeleCheck Marks. Subscriber acknowledges TCI validity of the TeleCheck Marks or the ownership thereof. Subscriber will refrain from performing any acts that might discredit, disparage, dilute, infringe or negatively affect the value of the TeleCheck Marks or constitute unfair competition with TeleCheck or TCI. Subscriber will use the TeleCheck Marks pursuant to any guidelines provided by TeleCheck, as may be amended from time to time. The following will appear at least once on every piece of advertising or promotional material created by Subscriber that Subscriber 15.3 Intellectual Property Ownership. This Agreement does not grant Subscriber with any right, title, interest, express or implied license (except as otherwise specifically granted under this Agreement) to any patent, TeleCheck Marks, copyright, trade secret or proprietary right associated with the Warranty Services, TeleCheck system, applications or business methods (or Warranty Services; or arising from 16. Data Use; Analytics. TeleCheck will own all right, title and interest to the data or other information relating to an Item or a Consumer (such data or informa Transaction Data that it obtains in connection with providing its Warranty Services under this Agreement. TeleCheck may use any credit information provided by Subscriber to a TeleCheck affiliate in connection with Telof Subscriber; and TeleCheck may share any experiential information it has regarding Subscriber with affiliate compliance with applicable Legal Requirements. 17. General. 17.1 Independent Contractor; Third Party Beneficiaries; Subcontractors. The parties are independent contractors. Neither party will have any authority to bind the other. This Agreement is entered into solely for the benefit of TeleCheck and Subscriber, and will not confer any rights upon any person not expressly a party to this Agreement, including Consumers. TeleCheck may subcontract with others to provide Warranty Services. 17.2 Publicity. TeleCheck may use Subscriber's name in publicity indicating that TeleCheck and Subscriber have entered into a contractual relationship. 17.3 Assignment. Neither party may assign this Agreement unreasonably withheld; provided, consent is not needed for TeleCheck to assign this Agreement to an affiliate or subsidiary, or in connection with a merger, acquisition or sale of all or substantially all of its assets. Any assignment in violation of this Section will be deemed null and void. This Agreement will extend to and be binding upon any permitted successors and assigns. 17.4 Operating Procedures. Subscriber agrees to use the Warranty Services in accordance with the requirements, and written policies and operating procedures that are provided from time to time by TeleCheck, which may be provided by written or other electronic delivery means. 11 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 17.5 Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas (without regard to its choice of law provisions). 17.6 Jurisdiction and Venue. All issues arising from this Agreement shall be resolved in the courts in Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of eithr party to seek and secure injunctive relief from any competent authority as contemplated herein. 17.7 Waiver of Jury Trial. TELECHECK AND SUBSCRIBER IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 17.8 17.9 Force Majeure. Neither Subscriber nor TeleCheck will be held responsible for any delays in or failure or suspension of Warranty Services caused, directly or indirectly, by (i) power failure; (ii) delay or error in clearing or processing a transaction through the ACH Network or Federal Reserve system, if applicable; (iii) the nonperformance, delay or error by a third party or in any other third party system, including, without limitation, failures or fluctuations in telecommunications equipment, transmission links or other equipment; (iv) any outbreak or escalation of hostilities, war, riots, terrorism or civil disorders in any country, strikes, labor difficulties, fire, inability to operate or obtain service for its equipment, unusual delays in transportation, earthquake, fire, flood, elements of nature or other acts of God; (v) any act or omission of the other party or any government authority; or (vi) other causes, all reasonably beyond the control of the impacted party. 17.9 Attorney Fees Related to Contract Obligations. The prevailing party in any legal action related to a dispute under this Agreement will be entitled to recover its reasonable attorneys and other fees and expenses, unless specifically barred by applicable Legal Requirements. 17.10 Notices. Except as specifically provided otherwise, all formal notices required or permitted under this Agreement (other than those involving normal operational matters relating to the Warranty Services) will be (i) in writing; (ii) sent by registered mail (return receipt requested) or nationally recognized courier (with tracking and delivery confirmation requested); and (iii) will be deemed to have been given on the date shown on the return receipt if sent by registered mail or the date shown on the delivery confirmation if sent by nationally recognized courier. Notice given in any other manner will be effective when actually received. Notices to Subscriber will be sent to the following address: . Notices to TeleCheck will be sent to the following address: TeleCheck Services, Inc., Attn: General Manager, 5251 Westheimer, Houston, Texas 77056; with an additional copy to: TeleCheck Services, Inc., Attn: Legal Counsel, 5251 Westheimer, Houston, Texas 77056. 17.11 Headings. The headings contained in this Agreement are for reference only. 17.12 Severability. Any provision of this Agreement that is determined to be illegal, invalid or unenforceable will be void; and the remainder of this Agreement will continue in full force and effect. The parties will substitute a valid provision approximating the intent and economic effect of any invalidated provision. 17.13 Entire Agreement; Amendment; Waiver; Counterparts. This Agreement constitutes the entire agreement between TeleCheck and Subscriber, and supersedes all prior agreements, written or oral, between the parties related to the Warranty Services. This Agreement includes and incorporates all attached addenda, schedules or exhibits. Except as specifically provided otherwise in this Agreement, any amendment to this Agreement must be in writing and signed by TeleCheck and Subscriber. includingincludeincludeswithout limitation No delay or single, partial, failure, abandonment or discontinuance of either party to exercise any right, power or privilege under this Agreement Agreement are cumulative and not exclusive. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Facsimile, electronic or other copies of the executed Agreement are valid and effective. 17.14 Survival of Obligations. The rights and obligations of the parties that would be intended to survive by their nature or context will survive expiration or termination of this Agreement. 12 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 EXECUTED: CITY OF DENTON, TEXAS TELECHECK SERVICES, INC. By: By: Name: Name: AlainBarbet Title: Title: SVP/GM 13 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 *** CONFIDENTIAL *** TeleCheck Services, Inc. *** CONFIDENTIAL *** SCHEDULE A FEE SCHEDULE for ELECTRONIC CHECK ACCEPTANCE and CHECKS-BY-PHONE WARRANTY SERVICES for THE CITY OF DENTON, TEXAS FEES: Inquiry Rate (ECA Warranty Transactions Police Dept only) $ 0.45% Transaction Fee (ECA Warranty Transactions) $ 0.17 Inquiry Rate (Paper Warranty Transactions) 0.45% Transaction Fee (Paper Warranty Transactions) $ 0.17 Inquiry Rate (Checks-by-Phone) $ 1.95% Transaction Fee (CBP Warranty Transactions) $ 0.17 Warranty Maximum (ECA Services) $25,000.00 Warranty Maximum (Paper Services) Face Value Warranty Maximum (CBP Services) $5,000.00 Monthly Minimum Fee $10.00 (per product/bill to) Correction Fee $5.00 Subscriber Requested Operator Call Fee $2.50 Monthly Connectivity Fee (if using VPN connection) $750.00 Monthly Connectivity Fee (if using MPLS connection) $1,500.00 Statement/Processing Fee $5.00 Terminal Application Update Fee $.00 Set-Up Fee $.00 Equipment $n/a *Any requests by merchant that are non-standard to TeleCheck relating to boarding of services, reporting or changes to data transmission (including re-certifications), or any requests that require information system development by TeleCheck, are subject to additional fees to be mutually agreed by the parties. 14 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 SUPPLEMENTAL SCOPE OF WORK & SPECIFICATIONS OPTIONAL ELECTRONIC CHECK PROCESSING The City desires electronic check processing services (conversion with verification and guarantee) for the purpose of collecting payments for 24 merchant accounts (Point of Purchase - POP and/or Mail Order/Telephone Order - MOTO). The primary scope of work and specifications are outlined in Exhibits A and B to this Contract. The following supplements the scope of work and specifications not specifically addressed, as applicable, in either the A Warranty Services B: 1. TeleCheck shall provide industry standard hardware utilizing horseshoe bendstyle check processor with COM or USB (preferred) connectivity to interface with cmTent Microsoft Windows-based desktop computer. 2. Processor must perform MICR-capture, two-sided check imaging, with presented 3. TeleCheck shall provide daily batch settlement in Central Standard Time (CST) to City. TeleCheck shall provide return check notifications via funding reports to City. 4. unding reports shall reflect identifying cashier number and location and shall reconcile to batches daily. 5. TeleCheck shall engage in appropriate payment item re-deposit/re-presentation strategies. 6. TeleCheck shall provide real time authorization of payment items including notification of declines and coded reasons for decline. 7. TeleCheck shall provide a toll-free number for the support of whose transactions are subject to processing through Verification Services or Warranty Services. 8. TeleCheck shall provide settlement via ACH into the City's bank account designated for funding within 48 hours following batch close by a Merchant on or before 11:59 p.m. Central Standard Time (CST). 9. TeleCheck will provide Merchants with batch auto-close functionality. 10. TeleCheck shall provide a separate Merchant Identification Number (MID) for each location. MIDs issued under this Agreement shall be grouped in hierarchy under department structure. MIDs issued under this agreement shall include and imbed a 4-digit (or Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 less) reference number, as designated by the City . Each such City MID shall be identifiable in addenda information provided in the ACH funding process. 11. TeleCheck account. Such amounts shall not be reduced by applicable discount fees (i.e. gross settlement). Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Exhibit D INSURANCE REQUIREMENTS AND COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful TeleCheck shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of TeleCheck, TeleCheck 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. TeleCheck shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements. TeleCheck may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, TeleCheck shall not commence any work or deliver any material until it 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. The parties acknowledge TeleCheck is well-capitalized to cover reasonable deductibles as customer for TeleChecks size. 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. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, TeleCheck shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 included in the general annual aggregate limit, the TeleCheck shall either double the occurrence limits or obtain Owners and TeleChecks Protective Liability Insurance. 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. 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 TeleCheck. 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 TeleChecks, 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 TeleChecks 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. All General Liability insurance is secured by a letter of credit issued by TeleCheck to the insurer for the purpose of meeting the deductible amount if for any reason TeleCheck cannot pay such deductible amount. Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Exhibit E TeleCheck agrees to forward a signed and notarized Form 1295, more fully described below, to the City of Denton prior to the award of the Contract, pursuant to Government Code 2252.908: Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the TeleCheck submits a disclosure of interested parties (Form 1295) to the City at the time the TeleCheck submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. To obtain the Form 1295, TeleCheck shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged by City, City will ensure it is posted to the following such acknowledgment. Contract# 5955-Telecheck DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Cityof Denton RFP#5955 ResponsetoRequestforSupplyof Debit/CreditCard andElectronicCheck ProcessingServicesProposal November 1, 2015 Submitted by: Chichi Ogbuagu Wholesale eReceivables Consultant 214-740-1304 chichi.ogbuagu@wellsfargo.com Aaron Cook Commercial Relationship Manager 214-661-1245 aaron.cook@wellsfargo.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 5955 Pricing Sheet- Credit Card/Debit Card and Electronic Check Processing Services Wells Fargo 12 Month Average Walnut Creek, CA Dollar Item12 VolumeVolumeMo.Fee per Item Point of Purchase (POP) - 24 Locations Check Verification$ 750,000 1,20012$ 0.170 Credit Card - Utility Customer Service (Billing)$ 100,000 30012$0.015 + 0.015% Credit Card - All Others$ 300,000 5,70012$0.015 + 0.015% Debit Card - Utility Customer Service (Billing)$ 150,000 1,00012$ 0.015 Debit Card - All Others$ 60,000 1,00012$ 0.015 Mail Order/Telephone Order (MOTO) - 18 Locations Check Verification$ 150,000 35012$ 0.170 Credit Card$ 100,000 50012$0.015 + 0.015% Point of Purchase (POP) - Police Department only Check Guarantee$ 100 112$0.17 + 0.045% Credit Card$ 200 412$0.015 + 0.015% Debit Card$ 50 212$ 0.015 Mail Order/Telephone Order (MOTO) - Police Department only Check Guarantee$ 100 212$0.17 + 1.95% Credit Card$ 1,000 112$0.015 + 0.015% Internet Credit Card Transactions Municipal Court$ 130,000 50012$0.015 + 0.015% Utilities Customer Service (Billing)$ 4,300,000 20,00012$0.015 + 0.015% Building Inspections$ 50,000 15012$0.015 + 0.015% Library*$ 1,500 8012$0.015 + 0.015% Miscellaneous Chargebacks$ 2,000 812$ 5.000 Tempus Fees$ 0.400 PaymentMate Onboarding Fee52$ 149.000 Transarmor Fees$ 0.010 Payment Gateway Fees - Building Inspections Internet Payments$0.05 + $20/mo. Total Fees Cost of Equipment: Tempus Check Processing Equipment - CheXpress CX3054$ 359.00$ 19,386.00 Tempus Card Processing Equipment - Ingenico iSC25054$ 652.00$ 35,208.00 Tempus Card Processing Equipment - Swivel Stand54$ 85.00$ 4,590.00 Tempus Receipt Printer Equipment - Epson Thermal Printer54$ 219.00$ 11,826.00 $71,010.00 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Table of contents Executive summary .............................................................................. Scope of work & specifications ............................................................ Part 1: Debit/credit card processing ..................................................................... 16.System requirements ................................................................................ 2 17.Point of purchase equipment .................................................................... 2 18.Software updates ....................................................................................... 19.Telephone lines and internet..................................................................... 20.Reporting requirements ............................................................................ 21.Operations and technical support requirements ...................................... 22.Supplies/equipment .................................................................................. 23.Error detection .......................................................................................... 24.POP signage .............................................................................................. 25.Chargebacks and copy requests ................................................................ 26.Training and reference manuals ............................................................... 27.Escalation procedures ............................................................................... Part 2: Optional electronic check processing ..................................................... 1.Check conversion (verifications and guarantee) ...................................... 2.Check verification ...................................................................................... 3.Check guarantee ........................................................................................ 4.Technology requirements ......................................................................... 5.Point of purchase equipment ................................................................... 6.Escalation procedures .............................................................................. Attachment A ..................................................................................... Attachment B ..................................................................................... Attachment ....................................................................................... Attachment ...................................................................................... Attachment ..................................................................................... DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Attachment ...................................................................................... Appendix Merchant pricing and fees ................................................................................ Tab A TeleCheck, FD200 terminals, FD35 PIN Pad information.............................. Tab B Merchant reporting samples............................................................................ Tab C ® Wells Fargo Payment Gateway information .................................................. Tab D ..................................................................... Tab E Wells Fargo Payment Gateway integration methods ..................................... Tab F Mobile payments information .......................................................................... Tab G Implementation overview, what to expect ......................................................Tab H Wells Fargo Merchant Services response conditions........................................Tab I DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Executive summary City of Denton desires to partner with a payment services provider who’s responsive, and who will be a strong advocate for best practices and process improvements. You want a payment-processing partner who’s very knowledgeable about the regulatory and compliance environment surrounding merchant card and check payments. In today’s payments climate where customer account data security is at the forefront, The City desires to ensure that all of its payment channels are secure and that sensitive payment data isn’t stored on The City’s systems and not made accessible to unauthorized persons. Where The City decides to store payment information, say for autopays – the sensitive portion of the data should be stored within the merchant services provider’s environment in a secure vault. The City wants to ensure that all of its existing payment channels, that is, point of purchase, mail order/telephone order, and internet can be supported. In addition, The City desires that the payment- processing partner provide a vision as well as potentially implement pertinent emerging payment technologies such as EMV (smart card), NFC (near field communications) and contactless payments in line with evolving payment trends. Wells Fargo has the expertise, the resources, and the systems and technologies to deliver across all of The City’s requirements listed above and even exceed expectations. We distinguish ourselves in the marketplace, and will with The City, in our approach to ensuring that we capture opportunities to drive efficiencies, speed up cash flows, and reduce costs, all the while ensuring that risks are minimized. Wells Fargo will provide experienced resources across each component of the merchant services ‘spectrum’ in order to provide a pleasurable and sustained onboarding, and payment processing relationship with The City. Our implementation team will work to ensure a smooth transition through taking a project management approach while communicating regularly and effectively with The City’s internal stakeholders, and they’ll be succeeded by a dedicated merchant relationship manager who will take on the ‘reins’ of being a responsive advocate for the City in supporting your daily needs. Our processing and reporting systems are designed to provide visibility to The City on all aspects of the payments process that we control, and ‘actionable’ information will be readily available through our online reporting platform that will support management of processing fees to keep them minimized. It is our people, and our ‘relationship’ approach towards conducting our business that’s the hallmark of our uniqueness and competitive advantage. Top of mind for us is to do what’s best for our customers above all else. We’re excited at the prospects of serving The City’s payments processing needs today, and for the future. Our proposal, which follows, outlines our capabilities vis-a-vis your requirements. Please feel free to contact me directly regarding any aspect of our proposal and the solutions therein, and I look forward to the opportunity to present our solutions in person. Sincerely, Chichi Ogbuagu Vice President, Wholesale eReceivables Consultant (214)740-1304 phone chichi.ogbuagu@wellsfargo.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Scope of work & specifications Part 1:Debit/credit card processing 1.List any other applicable credit card charges, including information on discount rates, government rates, and MasterCard/Visa utility rates, also monthly maintenance, statement, software and minimum transaction fees. Only thecredit card charges listed on Attachment A and in this section will be acceptable in the monthly statement of charges. Like other merchant customers, controlling cost is an important initiative. Making sure you’re getting a competitive rate can sometimes be a challenge. That’s why Wells Fargo Merchant Services offers a low pricing structure, Interchange Plus Pricing. This pricing structure is a straight pass through of Payment Network costs plus a fee for transaction acquisition. It also makes your pricing transparent, allowing you to understand and compare rates across providers. Please refer to Appendix A for a detailed merchant pricing proposal. Additional information Interchange rates are governed by the Payment Networks and the rates change periodically. For the most current rates, please visit the following sites: Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus PIN Debit Networks Fee Schedule https://www.wellsfargo.com/biz/merchantdebitfees Servicefees Our Service Fee Program allows merchants who accept payments for qualified tax, non-tax, and higher education to charge a flat fee or a percentage of the principal transaction. Because this can offset the cost of accepting card and eCheck payments, you have the option to offer more payment channels. With this model, you receive funds for the qualifying transaction amount. The service fee is calculated based on the total transaction amount and forwarded to Wells Fargo Merchant Services. What you need to know Applies to all payment channels; face-to-face, telephone and mail order, and online Service fee is paid to Wells Fargo Merchant Services based on total amount due to the City Principal and fee post as two, separate transactions on payee’s statement Must disclose fee at time of sale and allow payee to cancel the transaction Must allow payment options to avoid service fee DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Conveniencefees Convenience fees, on the other hand, can be assessed in general industries and are applied as a “flat dollar amount”. Per the Card Network regulations, the Convenience Fee must be assessed for the “convenience” associated with the merchant’s payment mechanism. An example of this would be where a merchant is charging a convenience fee for allowing payments through the internet. We will work with the City to understand your plans for the use of a convenience fee model and talk through the technology options for the application and reporting of convenience fees. For more information on fees, see Appendix A. 2.Please describe how phoned credit card transactions will be handled. Terminal FD 200Ti/First Data 200Ti Wi-Fi Terminal With the First Data 200Ti/First Data 200Ti Wi-Fi, you can process credit, debit, and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a builtin check reader and imager that processes checks through the ® TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000. Business types supported Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2. For more information on Telecheck Electronic Check Acceptance (ECA), the EMV capable FD200 terminals and the FD35 PIN Pad, see Appendix B. Wells Fargo Payment Gateway For accepting card payments by phone, card information may be entered into the card machine, or Wells Fargo can provide the City with access to our payment gateway virtual terminal, which can process both card and ACH payments by phone. 3.Describe in detail how the City of Denton’s processing program will be operated on a day to day basis. Provide transaction flow diagrams whenever possible. Terminal As a leading merchant acquirer, we fully support the needs of our customers to accept a variety of payment types from consumers. We focus on the types of payments that are getting traction in the marketplace and only enable payments when we are confident that they are safe for our merchants and offer genuine value. Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Card swipe or contactless Our point-of-sale solutions include wireless and mobile payment terminals, allowing our customers to accept card payments in the field as well as through Wi-Fi. We also support contactless payment capability, which lets merchants accept payments from contactless cards and other emerging non-card based payment types such as mobile phone. Smart card We also process smart card (also known as Europay MasterCard Visa or mobile NFC) transactions and have specific equipment that can process these transactions. Wells Fargo Payment Gateway With our online gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. Below is a diagram showing the transaction flow for electronic checks through our Wells Fargo Payment Gateway service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 4.Identify all subcontracts to be used for these services and what procedures will be used to monitor quality. We are a full service merchant provider and we rely on trusted partners. Wells Fargo partners with CyberSource, a Visa company, to offer our gateway service and TeleCheck for check processing. It’s important for customers to know they are working with a trusted provider who has experience and knowledge in the merchant services industry. With this knowledge and experience comes a deep-rooted understanding of your challenges and needs. Many customers like you have decided to work with Wells Fargo Merchant Services just for this reason. Here are some of the quality awards received within Wells Fargo Merchant Services and our team members. 2014: Discover Acquirer Marketing Excellence Award 2013-2010: Top Banking Team Award from the American Banker and U.S. Banker magazine. The Wells Fargo team has won this award four years in a row. 2011: Executive Vice President, Debra Rossi, received Distinguished Payments Professional award from the Electronic Transaction Association. She is the first woman to receive this honor. In 1993, Wells Fargo and First Data Merchant Services joined to create Wells Fargo Merchant Services, LLC. Wells Fargo Merchant Services offers completely integrated ® company, for the processing. Wells Fargo also partners with CyberSource, a Visa powering of our gateway service. Performance measurements Wells Fargo Merchant Services tracks a variety of performance measurements on a monthly basis. We continue to meet or exceed our established performance goals. Our records for meeting these performance levels for the previous quarter are included in the following table. Performance measure and goalDecember January February 201420152015 Authorization system availability 100% 100% 100% 99.95% net of scheduled outages 24 hours a day, 365 days a year Chargeback timeliness 100% 100% 100% 95% processed in five business days Retrieval timeliness 100% 100% 100% 98% processed in two business days Customer service average speed of 87.78% 91.65% 85.89% answer 85% of calls answered within 30 seconds POS Help Desk average speed of 16.02 22.62 23.32 answer (seconds) 30 seconds DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 5.Explain what back-up procedures will be established in the event of a problem at the City of Denton and with the Respondent. Secure platform Our processing platforms are fault-tolerant by design with sufficient redundancy and capacity to sustain a complete outage and still be able to process transactions. We achieve average up-time availability of more than 99%, own, and maintain two geographically diverse and operational data centers. Each site acts as a backup to the other by using network diversity and processor redundancy. Authorization network Monthly dial, backup testing Geographically distributed architecture so single-site failure has zero effect on authorizations Settlement network In-house backup site maintained in Omaha, Nebraska for disaster recovery to the settlement mainframe system Primary and secondary platforms are geographically distributed so a site failure will not affect customers Backup sites Wells Fargo maintains backup processing sites under contract; we test them annually as part of routine disaster recovery and business continuity plans. Our authorization network consists of numerous platforms installed in two geographically dispersed data centers located in Chandler, Arizona and Omaha, Nebraska. These data centers are interconnected by numerous and diverse Wide Area Network (WAN) carriers so that any system, data center site, or WAN failure should not interrupt processing. Relationship manager Wells Fargo Merchant Services will assign the City a merchant services relationship manager who is responsible for providing proactive account management and superior ongoing support. Your merchant services relationship manager will be your main point of contact. In the unlikely event, the City is unable to process transactions, your merchant services relationship manager will advise you of alternative processing procedures. You’ll likely receive alternative procedures through email. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Relationship team The following is a brief biography for your assigned sales team: Aaron Cook As your relationship manager, Aaron is Commercial Relationship Manager responsible for coordinating the team of specialists working on your banking relationship. He has over 15 years of public aaron.cook@wellsfargo.com finance experience as a commercial banker, 214-661-1245 investment banker, derivative marketer, and 877-402-4580 fax deputy director of debt management for two of the nation’s largest issuers of municipal debt. 1445 Ross Ave Aaron has worked with numerous issuers across 23rd Floor, Suite 2314 the country to implement and execute creative Dallas, TX 75202-2812 financing and treasury management solutions. While working for issuers of municipal debt, he oversaw the issuance of several billion dollars of long- and short- term debt for the Chicago Park District and the State of Illinois. Aaron holds a B.A. in political science from North Central College. Chichi Ogbuagu Chichi’s primary responsibilities include working Vice President with the Wholesale Treasury Management group Wholesale Merchant Solutions in implementing services for all non-cash Sales Consultant account receivable merchant products. Chichi brings more than 10 years of experience chichi.ogbuagu@wellsfargo.com in the areas of sales, business development, 214-740-1304 marketing, training, and customer service operations. 866-303-2563 fax 1445 Ross Ave Suite 300, 3rd floor Denton, TX 75202 Kathryn C. Kendrick, CTP Kathy is responsible for providing customized Vice President treasury solutions for the City. She is dedicated Treasury Management Sales to helping the City receive the most efficient Consultant and cost-effective treasury management solutions, in addition to keeping you abreast of new and enhanced treasury services and kathryn.kendrick@wellsfargo.com trends. 303-863-6257 Kathy has more than 20 years of experience 866-967-4765 fax with treasury management and is a member of the Rocky Mountain Association for Financial 1700 Lincoln Street Professionals. Kathy has the Certified Treasury 21st Floor Professional (CTP) designation. She received Denver, CO 80203 the Certified Cash Manager designation in 1996 that was later converted to the CTP designation. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Dixie Highfield, CTP Dixie works with your relationship manager to Relationship Associate help enhance the customer service experience. She serves as the liaison between you and the various departments of the bank and acts as a dixie.l.highfield@wellsfargo.com backup when your relationship manager is not 512-899-2082 in the office. 886-412-5798 Dixie brings more than 11 years of experience to her current position and more than 18 years 4801 Southwest Parkway of experience in banking. Dixie earned her Building 1 Certified Treasury Professional Designation in 1st Floor 2006. She is a member of the National Austin, TX 78735 Association for Financial Professionals and a past president of the Nebraska Association for Financial Professionals. Mary Beth Benton Mary Beth supports your treasury management Treasury Management Sales sales consultant and will assist you with any Analyst treasury management questions when Kathy is unavailable. marybeth.benton@wellsfargo.com Mary Beth brings more than 20 years of 972-599-4672 banking experience to her current position. She assists you directly with any items pertaining to the implementation of new services. 4975 Preston Park Blvd. Suite 350 Plano, TX 75093 . 6.Describe Respondent’s capability to meet the following requirements for internet, POPand MOTO. a.AAVS and CVVI verification required. Yes. We support both full and partial Address Verification Services (AVS) and we support Card Verification Value (CVV2). Internet Our internal systems are behind firewalls and in data centers protected by stringent physical security features. Access to all critical locations is controlled by a variety of access control systems, ranging from biometrics to CCTV and security guard monitoring. Data centers are equipped with central alarm systems, appropriate fire systems, secure server room architectures, and security personnel, among other features. Wells Fargo Merchant Services maintains the following security with merchant internet-based connections: Encrypted data between merchant and data center servers (Secure Socket Layer 3) Merchants provided with a mainframe access code and password Merchants required to change the password every 30 days Terminal For information on how the FD200 terminal supports card verification for card-not ®® present transactions for Visa (CVV 2), MasterCard (CVC 2) Discover, American Express, and Retail Address Verification service (AVS), see Appendix B. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Payment Gateway The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) b.Daily settlements based on Central Standard Time (CST). Funds must be available the same day, preferred, or next day. Deposits to the City’s bank account must be made daily and must reflect daily batch settlement totals. You can transmit settlement files at any time. To receive next business day funding to your Wells Fargo account, you must transmit settlement files by the established cutoff times. In the following table, we list the latest time that you can transmit Visaand MasterCard sales transactions in order to meet the settlement times. PlatformLatest transmission time (Central) CardNet 1:00 a.m. PayPal PayFlow Pro 8:00 p.m. on CardNet PayPal PayFlow Link 8:00 p.m. Gateway on CardNet Nashville 1:00 a.m. PayPal PayFlow Pro 11:00 p.m. on Nashville PayPal PayFlow Link 11:00 p.m. Gateway on Nashville Authorize.net 5:00 p.m. Gateway on Nashville FDI Global 11:00 p.m. The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will transmit settlement files to: Latest transmission time (Central) American Express 10:00 a.m. Discover Network*4:00 a.m. and 5:00 a.m. *Diners and JCB settlement files are processed through Discover Network. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F c.Must provide on-line reporting services allowing viewing capabilities of all transactions by Merchant Identification Number (MID). Service must allow exporting and downloading of all transactions for the City. You can view reports online and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level. Hierarchy levelDescription Lead Corporate level (corporate) Identifies if multiple chaining structures (Non-mandatory) are part of a large corporation. Allows entitled users to view reporting from Lead Corporate level down to Location level. Corporate level (chain)Identifies if the merchant structure is a (Mandatory for multiple outlets of same single chain or part of a corporation. company) Allows entitled users to view reporting from Corporate level down to Location level. Location level (outlet)Identifies that the merchant structure is (Mandatory for single-location at the Location level only and is not part merchants) of a chain or corporation. Allows entitled users to view Location level reporting only. . d. Must provide chargeback information by e-mail, fax and/or on-line application. Yes. As part of our online merchant reporting service, you can manage and respond to chargeback and retrieval requests with our chargeback management tool. Using the chargeback management tool, you can work your chargebacks and retrievals electronically and submit scanned images of the required sales documents, eliminating the need for paper files. In addition, you can have increased control and audit functionality over your back office workflow. e.Must provide internet gateway service. Wells Fargo Payment Gateway service Wells Fargo and CyberSource have collaborated to introduce the Wells Fargo Payment Gateway service powered by CyberSource. The Wells Fargo Payment Gateway service is a comprehensive receivables platform solution from a trusted provider that provides a single integrated platform, credit card and eCheck payment acceptance, international processing capabilities, and robust reporting. Our solution is PCI compliant. The Wells Fargo Payment Gateway can help: Improve the reconciliation process by providing matched reporting for Interchange and chargebacks Reconcile at the transaction level with the use of a unique transaction identifier and minimize reporting errors Tokenize payment information, eliminating the need to store the information on your servers Process in global currencies, allowing you to expand your sales channel into new markets Automate your reconciliation processing with a reporting Application Programming Interface (API) DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Further, our gateway service supports the following transaction types 24 hours a day, 365 days a year: Capture: Capture of any previously requested authorization. Capture with Verbal Authorization (Charge): Authorization obtained outside of the Wells Fargo Payment Gateway service (for example 800 authorization number) with capture using the Wells Fargo Payment Gateway service. Refund: Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. Account Updater: Account Updater integrated with the Wells Fargo Payment Gateway service is supported for records stored on file within the Wells Fargo Payment Gateway service. Account Updater is also available as a standalone application from the Wells Fargo Payment Gateway service. Our Wells Fargo Payment Gateway service can be integrated to work with any application that supports web services. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications already have interfaces compatible with the Wells Fargo Payment Gateway service’s core technical specifications. Electronic checks With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e- Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. Below is a diagram showing the transaction flow for electronic checks through our Wells Fargo Payment Gateway service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Billing services With our gateway service, you have the option of providing electronic billing services to your customers with our Subscription services. Subscriptions are available in three varieties. You can create and modify all types of subscriptions with the Simple Order Application Programming Interface (API), in the Business Center, or with the Hosted Order Page. On-demand subscriptions You can store a payment amount with the subscription. At any time, you can send a request to bill the customer for an amount you specify and our Wells Fargo Payment Gateway service will retrieve the necessary subscription information and use it to process the payment. Installment subscriptions Use an installment subscription when you want to process a specific number of regular payments. For example, you might offer a product that costs $75.00, and the customer pays three payments of $25.00 each. An installment subscription has all the on- demand subscription information as well as this additional information: Number of payments Collection amount Frequency for collecting the payments: weekly, monthly, and so on Start date for collecting payments For installment subscriptions, the Wells Fargo Payment Gateway service creates a schedule based on the subscription information and automatically bills the customer according to the schedule. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Recurring subscriptions Use a recurring subscription when you offer an on-going service that has no specific end. For example, you might offer an online service to which the customer subscribes and pays a monthly fee. A recurring subscription has all the on-demand subscription information as well as this additional information: Collection amount Frequency for collecting the payments: weekly, monthly, and so on Start date for collecting payments For recurring subscriptions, the Wells Fargo Payment Gateway service creates a schedule based on the subscription information and automatically bills the customer according to the schedule. Tokenization Our gateway service supports tokenization of card data. This provides PCI security for card data “at rest” within the merchant’s servers by removing payment card information from the merchant completely, replacing the Primary Account Number (PAN) with a “token.” This token is then associated with the transaction and original card number for the life of the record. Fraud controls Additionally, when you use our online gateway service you have a powerful fraud prevention tool at your disposal. The Decision Manager service within our gateway is an optional administration dashboard that provides you with an automated and streamlined fraud management operation. This service uses global validation services, the business-user rule management console, and case management. Decision Manager makes it easy to adopt and manage fraud at a completely new level. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: Access to over 150 global validation tests and services Device fingerprinting Velocity monitoring IP Geolocation Multi-merchant transaction histories/shared data Global telephone directories Global delivery address verification services Positive and negative list AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) Custom fields for your own data We’d like to discuss this fraud tool with you in detail. There are many different ways that you can set this tool up to help you fight fraud. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Secured storage Process payments without storing or handling sensitive account data Achieve payment security (PCI) certification faster and easier Increase consumer trust and reduce brand risk Protect your company from costly consumer notification requirements Supports all payment actions and checkout models Protects you from risk but doesn’t restrict payment flexibility or custom interaction with your systems Supported payment actions and checkout models include: Recurring billing, installment billing One-click buy Settlement and partial settlement Re-authorization Credit and partial credit One-time transaction Reporting and reconciliation Our Wells Fargo Payment Gateway service provides enhanced reporting tools that allows you to reconcile payments through all aspects of the payment cycle, including chargebacks and returns. You have the ability to view and search for all aspects of each transaction through a streamlined online interface, or you can integrate payment data into its own system using industry standard Web technologies. Additionally, with the use of the merchant defined field within our gateway service, you can speed up and simplify your reconciliation process. This merchant defined field is in all your report files and can be directly uploaded to your ERP system for automatic reconciliation. Reports can be generated weekly or monthly in CSV, XML, Excel, or PDF format (or programmatic download). You can also have report information automatically loaded to your financial systems through an API (Application Programming Interface) connection. Standard reports through our gateway service include the following information: Summary of transactions, including authorizations, captures, and more Currency and payment method used for payment transactions Amount and count of payment transactions by payment method and by currency Events related to certain types of payment transactions Detailed information about payment and risk transactions International capabilities With our gateway service, we support local dollar funding (authorizing, settling, and funding in local currency) for U.S. and Canadian dollars. Local currency processing is available for Euros, Yen, and Australian and Hong Kong Dollars. U.S. Dollar funding (the cardholder pays in local currency) is supported for 140 currencies worldwide. International processing is also contingent on the POS system’s capabilities. Funding per currency is displayed in the table below. Interchange fees for local currency funding is netted daily and is based on U.S. Interchange rates or local Interchange rates, if eligible. Merchant account, gateway processing, and U.S. Dollar funding fees (including Interchange) are billed the following month. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 12 Funding currencyCard typesWells Fargo Non-Wells Fargo 3 accountaccount USD Visa, MasterCard, Next Business Day 2 -3 business days and Discover Network Full Service CAD Visa and MasterCard4 business days 4 -5 business days GBP Visa and MasterCard4 business days 4 -5 business days EUR Visa and MasterCard4 business days 4 -5 business days AUD Visa and MasterCard4 business days 4 -5 business days HKD Visa and MasterCard4 business days 4 -5 business days JPY Visa and MasterCard4 business days 4 -5 business days 1 Funding timelines applicable to all transactions processed prior to 11:00 p.m. CT settlement cutoff. 2 Wells Fargo is unable to quote American Express and non-Discover Network Full Service as they provide their own funding schedules outside of the Wells Fargo environment. 3 Wells Fargo will remit funds to a non-Wells Fargo Account on the fourth business day. However, depending on the financial institution, they may not fund your account until the fifth business day or later. Our experience is most funding occurs within five business days. 7. Describe how Respondent will notify payer of the dollar amount of all payments and obtain the payer’s approval (electronic or otherwise) of such payments prior to initiating credit and/or debit authorizations. Terminal The buyer would be aware of the purchase price at the time of purchase. Wells Fargo Payment Gateway Through our gateway service, the customer is prompted through each step of the payment making process. The breakdown of the payment is clearly displayed for the customer to decision before they make a payment. 8.Describe how Respondent will provide payers with electronic confirmation of payment transactions. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Once the transaction is approved, the customer would get a copy of the transaction receipt. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Once the transaction is approved, the customer would get a copy of the transaction receipt. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Payment Gateway Confirmation of payment is provided through the Wells FargoPayment Gateway service. The payment confirmation page can be customized with the City’s look and feel. A similar error page can be displayed if there is a problem processing the payment. An example confirmation page is provided on the following page. Additionally, an email confirmation can also be provided. An example email receipt is provided below. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 9.Describe how Respondent will electronically transmit all card transactions to the appropriate card processing center, in real time, as the transactions occur, and balance and reconcile electronically captured transactions on a daily basis. Terminal We support a wide range of transmission methods, including batch and real-time for MPLS, satellite (VSAT), Internet Protocol Network (IPN), dial-up, internet, and wireless. Our networks and systems have established performance parameters, but transactions also flow through the Payment Networks (Visa and MasterCard), issuing banks, third- party processors, and the merchant’s systems and networks. With that, we can only report on response times within our own systems. However, some merchants have provided us with their observed response times, and we have done testing to give us an indication of what to expect. Based on internal measures, merchant feedback, and testing observations, you can expect average responses times as indicated in the following table: Authorization methodPeak response timeOff-peak response time Dial-up 8 –9 seconds Internet 2 – 3 seconds2 –3 seconds MPLS 2 – 3 seconds2 –3 seconds VPN 2 – 3 seconds2 –3 seconds . Wells Fargo Payment Gateway Real-Time Authorization Flow Cycle Cardholder presents a card to pay for their purchases. For card-absent transactions, the cardholder provides the merchant with the account number, expiration date, billing address, and CVV2. Merchant swipes the card, enters the dollar amount, and transmits an authorization request to the merchant bank. For card-absent transactions, the account number and other information may be digitally or key-entered into the gateway service. Wells Fargo electronically sends the authorization request to the Payment Network. Payment Network passes on the request to the card issuer. Card issuer approves or declines the transaction. Payment Network forwards the card issuer’s authorization response to us. We forward the response to the merchant. Merchant receives the authorization response and captures the transaction using the gateway service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Settlement and funding Gateway service settles the capture at 11:00 p.m. CT. Wells Fargo credits the merchant’s account and electronically submits the transaction to the Payment Network for settlement. Funds are available the next business day to a Wells Fargo Demand Deposit Account (DDA) for U.S. Dollars and four business days for local currencies.*,† *Funding to a non-well Fargo DDA may take longer to process. †American Express and Discover Direct will also take longer to fund, regardless of where the deposit account is located The City can always access details about transactions sent to Wells Fargo Merchant Services for authorization and settlement through our online merchant reporting tool. At the end of the day — or whenever is best for your business — transactions are sent for final settlement to the cardholders’ financial institutions. Once settled, we deposit this batch total to your account and report it on your merchant statement. The batch detail report contains both the summary batch information as well as the detail batch information including learner, payment type, and date. Account reconciliation Reporting is available online the next business day . DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 10.Describe how Respondent will retain credit authorization logs and transaction records for such period of time as required by applicable law and the rules, regulations and operation procedures of the respective card organizations, and records shall contain the following information: transaction type, date and time of transaction, City account number, and card’s account number and expiration date, card holder’s name, dollar amount of transaction and approval code. Yes. We can accommodate all of the City account information storage requirements with our online merchant reporting system. You can access detailed historical information and historical summary reports about sales, refunds, and chargebacks. You can view all reports through the dashboard or through the scheduled report option. The following table illustrates the time frame for the storage of your historical data: Detailed information or reportNumber of months available Batch summaries 13 months + current month Cardholder detail 6 months + current month Authorization list and detail 6 months + current month Chargeback lists 5 months + current month Chargeback detail 6 months + current month Checking account transfers 6 months + current month Online outlet statement 5 years Financial history 13 months . 11.Provide City of Denton with logos, graphics, and other appropriate marketing materials for citizen communication in English and Spanish. Once we have opened and activated your merchant account, you will receive a complimentary Welcome Kit with supplies to help you get started. The kit includes card payment network decals (Visa, MasterCard, Discover, and American Express), receipt roll paper, sales drafts, and credit slips. When you need to refill or order more supplies, call our Merchant service customer service number 1-800-451-5817 and they will help you get what you need for your specific business and equipment, and they will discuss any costs with you. While we do not offer a Spanish Welcome Kit at this time, Wells Fargo Merchant Services has Spanish-speaking team members in our customer service, Point-Of-Sale, and chargeback phone centers. In addition, we use the services of the AT&T Language Line for immediate, online interpretation and translation in 140 languages. We do not provide advertising allowances. 12.Provide City of Denton with monthly reports (in a mutually agreed upon format) summarizing use of the services for the applicable reporting period. Sample report must be included in this proposal. Yes. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. For samples of merchant reports, see Appendix C. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 13.Provide internet payment service in both English and Spanish. Wells Fargo Merchant Services has Spanish-speaking team members in our customer service, Point-Of-Sale, and chargeback phone centers. In addition, we use the services of the AT&T Language Line for immediate, online interpretation and translation in 140 languages. Web pages can be designed to accommodate Spanish language preference. 14.Explain how the Respondent will handle any copy requests or chargebacks for the City of Denton. Chargeback support You can work with your merchant services relationship manager for help with managing chargebacks. You will receive guidance and support in managing and collecting the correct paperwork needed for chargeback reversals and dispute resolutions. Cardholders Because the cardholder dispute process differs depending on the card issuer, cardholders work directly with their respective credit card company to resolve a dispute or chargeback. Merchants Once you receive a chargeback advice request, you have 20 calendar days to fax a clear and legible copy of the sales record. If you’ve already issued a credit, you must respond to the chargeback notice by sending a copy of the credit record, including the date and the amount that the cardholder account was credited. To dispute a chargeback, you must provide a clear copy of the sales order showing: Date of original sale or credit Cardholder’s account number and name Description of goods and services Total amount of the sale Total amount of the chargeback Date of authorization and approval code Dated cover letter detailing the reasons for requesting a review of the chargeback Supporting documentation such as an Address Verification Service (AVS) code, delivery confirmation, or any correspondence with the cardholder If the documentation is received within reversal time frames and the dispute warrants a reversal of the chargeback to the card issuer, we will return the item to the card issuer, and your account will be credited. Dispute Manager ® As part of our online merchant reporting tool, BusinessTrack, you can manage and SM respond to retrieval requests and chargebacks with Dispute Manager. Dispute Manager is an online chargeback management tool that lets you work chargebacks electronically and submit needed sales documents through scanned images. Dispute Manager offers chargeback and retrieval processing and management in a highly secure and automated, online environment. Dispute Manager lets you work chargebacks and retrievals online, reducing the time and expense of faxing and mailing, and eliminating the need for paper files. In addition, this service provides you increased control and audit functionality over your back office workflow. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Benefits Save time — Streamline your chargeback and retrieval management process with this automated system Be more independent and efficient — Manage cases online for faster and easier dispute resolution Enhance your financial power — Control workflow in the back office in real time, and increase your audit functionality Decrease losses — Respond quickly to retrieval requests and decrease the possibility of a chargeback resulting from a non-response Streamline reconciliation — Download information for easy analysis Reduce costs — Save on mail and fax expenses, and gain efficiencies through better time management and financial controls 15.Red Flag Act Rules and Fair & Accurate Credit Transactions (FACT) Act. The Respondent is required to comply with the Red Flag Rules and the FACT Act. The Respondent must ensure that all nonpublic personal customer identity information provided by the City remain confidential by maintaining safeguards for the information received. The Respondent will not disclose or use such information for any purpose other than is reasonably necessary to fulfill the purpose for which such information was provided by the City or otherwise permitted by applicable laws. A signed service provider acknowledgement must be completed in conjunction with the Respondent Services Contract. Wells Fargo Merchant Services has designed procedures, standards, and technology to protect the City’s information at every transaction level. We adhere to a strict policy to safeguard the privacy of our customers. To highlight our commitment to privacy: We do not sell our customers’ information to third parties We do not share customer information with third parties who have an interest in marketing to your organization We give you a choice of how you want your information to be shared within the Wells Fargo family of companies DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 16.System requirements a.Point of Purchase (POP) processing terminals for handling electronic check verification and/or guarantee, and batching and debit or credit card authorizations are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (Preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Respondent software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling both card-present, and card-not-present transactions and associate each with the correct fee schedule. Terminal: Check acceptance for the electronic age Card present FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. With the First Data 200Ti/First Data 200Ti Wi-Fi, you can process credit, debit, and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a builtin check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000. Card not present The FD200 terminal supports card verification for card-not present transactions for Visa (CVV 2), MasterCard (CVC 2) Discover, American Express, and Retail Address Verification service (AVS), see Appendix B. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. The terminals are software based so the updates are maintained for you. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. Our gateway service supports the following transaction types 24 hours a day, 365 days a year: Authorization Real time, including $0.00 authorizations for Visa card and $1.00 authorizations for all other card types. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Capture Capture of any previously requested authorization. Capture with Verbal Authorization (Charge) Authorization obtained outside of the gateway service (for example 800 authorization number) with capture using the gateway service. Refund Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids Voids capture transaction prior to the gateway settlement cutoff time of 7:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Account Updater Account Updater integrated with the gateway service is supported for records stored on file within the gateway service. Account Updater is also available as a standalone application. For information onTelecheck Electronic Check Acceptance (ECA) service, see Appendix B. For information on our Wells Fargo Payment Gateway, see Appendix D. b.Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location >> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reportingshould be web-based, and accessible in real-time. Transaction data should be captured either locally on City provided database and hardware platforms or remotely at the Respondent’s location as long as reporting needs are effectively met. Yes. We can meet all of the City’s reconciliation requirements; we offer 100’s of reporting options including customized reports. Our reports are available online and with real time information. 17.Point of purchase equipment a.Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. Terminal Software upgrades are updated and maintained for you at no charge. We recommend that the City use the FD 200 terminal, which does both card, and check plus the FD 35 EMV pin pad to support smartcard or contactless payments. Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: Your account is active and processing through Wells Fargo Merchant Services The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. The City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. Terminal with an integrated printer: $225.00 FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For detailed pricing, see Appendix A. For more information on the EMV capable FD200 terminals, the FD 35 EMV pin pad to support smartcard or contactless payments see Appendix B. Wells Fargo Payment Gateway Our services are internet based and all software upgrades are updated for you and at no charge to the customer. For detailed pricing, see Appendix A. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F b.Debit/Credit Card Terminal – Industry standard hardware utilizing 3-track magnetic stripe reader, integrated PIN pad and display unit with COM or USB (Preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Terminal must be EMV capable (contact/contactless). Terminal should have the ability to be placed within the customer’s reach for transaction processing so as to afford the customer the added security benefit of card retention. Terminal display would be programmed with all relevant customer prompts and responses so as to minimize cashier instruction. Terminal For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. c.Receipt Printer – Industry standard thermal printer hardware using Parallel, COM or USB (preferred) communication to connect to current Microsoft Windows-based desktop computer. Receipt would provide the following information for all transactions: (1) credit cards - City logo or name, department, address, phone number, operator, transaction date and time, card holder’s name, last four digits of card used, transaction amount, approval code, other City required data, and signature line. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Receipt Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs. Wells Fargo Payment Gateway Our easily assessable online gateway solution provides confirmation of payment be provided through the Wells FargoPayment Gateway service. The payment confirmation page can be customized with the City’s look and feel. A similar error page can be displayed if there is a problem processing the payment. An example confirmation page is provided on the following page. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Additionally, an email confirmation can also be provided. An example email receipt is provided below. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 18.Software updates a.The City expects that software “bugs” will be addressed within a reasonable and fair time frame under the basic maintenance agreement held with the Respondent. A software “bug” is defined as a glitch, anomaly, or other reproducible condition that materially affects the proper operation of the software as designed, and prevents the City from using the software as intended. Terminal The terminals are software based so the updates are maintained for you. Wells Fargo Payment Gateway Our gateway is completely software based so all of the updates are done for you. b.The City may request additional features or functionality during the duration of the contract. City and Respondent will agree whether these enhancements constitute a material change above and beyondwhat is covered under the standard maintenance agreement for the software. In the event that the changes represent a billed-for service, the City will have the option to purchase the enhancement, and incorporate the ongoing support for that enhancement aspart of the standard maintenance agreement. We agree. c.Respondentis responsible for ensuring that their software functions on current mainstream desktop computers. This includes hardware not to exceed 4 years in age, and the current public release of the Microsoft Windows desktop operating system for business and professional use with all required security patches installed. If the client software is deployed in a browser, it must be compatible with the current retail release of Microsoft Internet Explorer(Internet Explorer II)with all required security patches installed. It is the Respondent’s responsibility, under the terms of the maintenance agreement, to resolve issues arising from the application of critical Microsoft patches that may interfere with the proper operation of the Respondent’s software. Terminal The suggested terminals are software based, so the updates are maintained for you and require minimal involvement from the City. We do not charge for software or for software upgrades. Wells Fargo client services, technical support, and terminal support are available to the City 24 hours a day, 365 days a year. Your merchant services relationship manager is available to assist you as well. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. d. City is expected to have access to new releases of software free of charge under the terms of the annual maintenance agreement. Terminal The suggested terminals are software based, so the updates are maintained for you and require minimal involvement from the City. We do not charge for software or for software upgrades. Wells Fargo client services, technical support, and terminal support are available to the City 24 hours a day, 365 days a year. Your merchant services relationship manager is available to assist you as well. Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. 19.Telephone lines and internet a.None of the peripherals used in any solution will use a conventional telephone line to process transactions; all transactions will be handled over the internet. In the event that internet processing is unavailable, transactions will be queued for processing at such time as Internet connectivity is restored. This queuing process may be manual, or integrated into the software (preferred). Provide an explanation of how face-to-face credit card transactions can be authorized and then processed later in the Respondent software. Yes, we fully support this function. First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs. FD200 terminals support contactless payment technology with the appropriate peripheral. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Payment Gateway Yes, we can fully support this function. Further, our gateway service supports the following transaction types 24 hours a day, 365 days a year: Capture: Capture of any previously requested authorization. Capture with Verbal Authorization (Charge): Authorization obtained outside of the Wells Fargo Payment Gateway service (for example 800 authorization number) with capture using the Wells Fargo Payment Gateway service. 20.Reporting requirements a.The City of Denton will require on-line access to daily funding notices, exception items and weekly and month-end summary reports. One hard copy of each report must be sent to the City of Denton by U.S. mail to the attention of the Assistant Director of Finance. The daily funding notice must also be faxed or e-mailed each day. The City of Denton has a tiered account structure and reports and transaction information must be accessible within each tier. Yes. We can meet all of the City’s reconciliation requirements; we offer 100’s of reporting options including customized reports. Our reports are available online and with real time information. For more information on our reporting options, please see the response to section #20 b., see below response. b.For this proposal, describe the contents and distribution frequency of all of the reports that will be provided to the City of Denton. Sample reports must be included in the proposal. Getting the information you need when you need it, is important to many businesses like yours. That’s why you can access your payments-related data quickly and easily with our online merchant reporting tool, BusinessTrack. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Reports available ® The ClientLine reporting tool features six types of Sales and Funding reports. Report nameDescription Transactions Transactional reports for reconciling to a POS or looking at overall transaction volume Bank Deposits Funding reports for reconciling to your bank account Adjustments Deductions made from your total sales (chargebacks, fees, Interchange charges, etc. Refunds Refund data for monitoring of potential fraud Debit Suspense*Authorized PIN debit transactions for which payment could not be received from the issuer *applicable only to merchants accepting PIN debit Today’s Data*Total funding amount to be paid today *applicable only to merchants set up for same funding . The Report Wizard lets you custom build each report to your own specifications. Please refer to the Appendix C for our merchant services standard reports, including detail and summary reports. How it works Rather than waiting for a report, you conduct the analysis that suits you, exactly when you need it. The City can select from more than 100 available reports or create your own by choosing which fields to include, from a comprehensive database that includes the processing of gift cards, checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. You decide what information you need to manage your business. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Features Standardized, web-based reports that give you access virtually any time to payment processing information Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees Detailed reports for drilling down into specific locations, transaction types, adjustments, and more Summary information for up to 13 months Query builder to construct reports based on selected fields, across selected merchant locations Reporting that can be emailed or faxed wherever you need Credit, debit, and gift card activity summaries for any selected time period Dispute reporting to help you manage chargeback and retrieval expenses Help your organization Access payment processing information 24 hours a day, 365 days a year Reduce calls to customer service departments Drill down into funding events and reconcile total sales Create reports and schedule their distribution You can visit www.BusinessTrack.comfor an online tour. 21.Operations and technical support requirements a.The processing system provided must be fully automated and easy to use. Describe in detail how the program will be operated on a day-to-day basis. Additionally, explain what back-up procedures will be established for each item. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway With our service, you can easily manage payment risk and streamline your online payment processing channels. Implementing our service puts a secure, flexible, and PCI-compliant processing environment at your fingertips. You’ll have a single source for multiple payment options, report and reconciliation services, and tools to reduce transaction risk and manage fraud. Combine this with a Wells Fargo deposit account, and you’ll have access to next-business- day funding of your card payments. Our comprehensive receivables solution is powered by CyberSource and provides an integrated platform for credit card, debit card, and eCheck payment acceptance. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Features and benefits With our gateway solution, the City can: Reduce your PCI scope as our gateway solution securely stores payment data Tokenize payment information for greater security and reduced risk of exposure Automate the fraud screening process using our fraud management tool and you only need to review orders that meet your criteria for manual review Automate and speed up your reconciliation processing with a reporting Application Programming Interface (API) Minimize reporting errors at the transaction level with the use of a specific transaction identifier Speed up the reconciliation process with matched reporting for Interchange and chargebacks Expand your sales channel to new markets with global currencies processing It’s easy to integrate any application that supports web services with our gateway. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications, already have interfaces compatible with our gatewayservice’s core technical specifications. Backupsites Our processing platforms are fault-tolerant by design with sufficient redundancy and capacity to sustain a complete outage and still be able to process transactions. We achieve average up-time availability of more than 99% and own and maintain two geographically diverse and operational data centers. Each site acts as a backup to the other by using network diversity and processor redundancy. Authorization network Monthly dial, backup testing Geographically distributed architecture so single-site failure has zero effect on authorizations Settlement network In-house backup site maintained in Omaha, Nebraska for disaster recovery to the settlement mainframe system Primary and secondary platforms are geographically distributed so a site failure will not affect customers Wells Fargo maintains backup processing sites under contract; we test them annually as part of routine disaster recovery and business continuity plans. Our authorization network consists of numerous platforms installed in two geographically dispersed data centers located in Chandler, Arizona and Omaha, Nebraska. These data centers are interconnected by numerous and diverse Wide Area Network (WAN) carriers so that any system, data center site, or WAN failure should not interrupt processing. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F With our highly redundant, server-based processing platforms, backup disaster recovery services have never been used as of October 2015. 22.Supplies/equipment a.It is critical that the Respondent provide the City of Denton with the necessary equipment and supplies for this program. Describe the entire process in detail and include: We recommend that the City use the FD 200 terminal which supports card and check processing and the FD35 PIN pad attachment which supports PIN debit, contactless, and smartcard/Chip card payments Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: Your account is active and processing through Wells Fargo Merchant Services The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. Terminal with an integrated printer: $225.00 FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For information on the EMV capable FD200 terminals with TeleCheck and the FD 35 EMV pin pad, that supports smartcard, contactless payments and mobile wallet payments see Appendix B. i.What equipment/supplies will be needed? We recommend that the City use a combination of the new FD 200Ti/First Data 200Ti Wi-Fi terminals with the FD35 PIN pads and our Wells Fargo Payment Gateway virtual terminal option. For information on the EMV capable FD200 terminals with TeleCheck and the FD 35 EMV pin pad. That support smartcard, contactless payments and mobile wallet payments, see Appendix B. For more information on Mobile payments, see Appendix G. For more information on our gateways service, see Appendix D. ii.Who should order them and how? You can order supplies by contacting either your merchant services relationship manager or our Wells Fargo Merchant Services Supplies Desk at 1-800-451-5817. iii.From whom and where they are to be ordered? Wells Fargo Merchant Services Supplies Desk at 1-800-451-5817. iv.What time schedules should be used for placing orders? Most items are well stocked and ship out within 48 hours. v.Please list the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondentmay desire to propose to the City. For detailed pricing information, see Appendix A. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 23.Error detection a.It is important that the Respondentdoes everything possible to identify errors for the City of Denton. Describe actions the Respondentwill take to identify and correct errors.Include how different errors will be handled such as interchange rates, late daily settlements, etc. Also include methods for notifying the City of Denton of these errors and advise what level of support front line custodians will be provided during all business hours. Your merchant services relationship manager will be your main contact for customer service. They will work closely with the City in correcting any errors and executing and account or transactional reviews needed to ensure that the City’s accounts are up and running smoothly. Reporting options We offer daily reporting that provides the ability to delete transactions that did not settle as well as Interchange Rate Analysis, which identifies transactions with higher processing costs. You can also call our customer service unit. Our customer service line is provided in-house and in association with our processing partner, First Data Merchant Services. From coast to coast, you have access to customer services team members who are available to help you. You will have an annual business review with your merchant services relationship manager. We customize this meeting to meet your needs and we can schedule it as often as you need. The main topics covered include: Processing volume Chargebacks Interchange qualification and optimization Industry trends and patterns New products and services 24.POP signage a.Identify the requirements regarding POP signage and formats for mail-in forms. Please describe as much of this information as possible. Once we have opened and activated your merchant account, you will receive a complimentary Welcome Kit with supplies to help you get started. The kit includes card payment network decals (Visa, MasterCard, Discover, and American Express), receipt roll paper, sales drafts, and credit slips. When you need to refill or order more supplies, call our Merchant service customer service number 1-800-451-5817 and they will help you get what you need for your specific business and equipment, and they will discuss any costs with you. We do not provide advertising allowances. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 25.Chargebacks and copy requests a.The City of Denton expects to maintain transaction copies. Please explain requirements that must be followed regarding these receipts and the penalties for not doing so. Explain how the Respondentwill handle any copy requestsor chargebacks for the City of Denton. The City of Denton expects the Respondentto fully represent its position in the event of any type of dispute with one of the card companies. Processes are based on individual regulations by card type and take into account various merchant configurations and processing needs. Based on rules and regulations, we provide substitute draft processing. This fulfills retrieval requests with required data elements, when applicable, and eliminates unnecessary retrieval requests. In these instances, we respond on our merchants' behalf. In order to properly fulfill the request, you must: Make a legible copy of the original sales draft Make a copy of any agreements or order forms, where applicable Make a copy of the credit draft if credit has already been issued Write the case number from the retrieval request on each page of the request Fax, mail, or submit online all copies of the retrieval request, as appropriate For retrieval requests that we cannot fulfill, you have 20 calendar days to respond. We can process your request if your response is received after this timeframe, as long as it is still within the Payment Networks timeframe. The timeframe is typically 20 to 30 days and dependent on the respective card issuer. The turnaround time for ticket retrieval requests varies based on the specific card issuer and the reason for the request. 26.Training and reference manuals a.It is the Respondent’s responsibility to ensure that the City of Denton staff is thoroughly trained before the program launch will be considered final. Describe the requirements for installing and using the equipment. Include explanations of time, skill, and resource requirements. Describe any manuals, videos, or other materials that will be provided; if possible provide samples. Initial new merchant training Once the conversion is complete, your implementation project manager and wholesale implementation management team will properly train you and your staff on any new systems installed and any new or changed processes. Then, after a month of processing, your implementation project manager will review your account to ensure your transactions are processed according to plan and are qualifying at the appropriate Interchange levels. This person will then make any necessary adjustments. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Ongoing training With your account setup complete and your transactions processing correctly, the implementation project manager will transfer the relationship to your merchant services relationship manager. Your merchant services relationship manager will be in regular contact with you through conference calls and will be there to help you handle any payment processing service issues, pricing questions, product consultations, and industry inquiries as often as the City needs. He or she will also provide information on new technology, modifications and improvements, and significant industry changes. There is no cost for ongoing training. Updates and dissemination of industry changes Wells Fargo Merchant Services works closely with government agencies and the Payment Networks in order to maintain compliance with all legal and regulatory requirements. Your merchant services relationship manager will make a best effort to communicate upcoming regulatory or compliance changes and work with you to obtain the most current training material; however, we do not assume responsibility for the compliance of the City beyond the initial boarding process. Maintaining compliance and staying abreast of compliance changes is ultimately the responsibility of the City. New product and system releases Should the City choose to implement any new services, your implementation project manager will work with you and your staff on training of new systems or software. For any system releases or updates that impact processes, your merchant services relationship manager will work with you and your staff to understand process changes related to the release or update. 27.Escalation procedures a.Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementationprocess and for situations that may occur once the program is fully operational. Yes. In addition to your Wells Fargo treasury management and commercial banking teams, you will be assigned a merchant services relationship manager. This person will be your main contact for your merchant service customer service needs, including day-to-day communication and issue resolution. Your assigned merchant services relationship manager will be in regular contact with you and is there to help you with all aspects of your card processing, including providing information on: New technology Modifications and improvements Significant industry changes DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Your merchant services relationship manager’s main responsibilities include: Communicating and helping you understand PCI DSS requirements Handling research requests Monitoring for spikes in Interchange downgrades and chargebacks Activating new locations Reviewing pricing and initiating contract renewals Discussing benefits of upgrading equipment If your assigned merchant services relationship manager is out of the office, a backup will be assigned to cover your account. The backup will be identified on your merchant services relationship manager’s voice mail and email. In addition, you can contact the relationship management team’s area manager for urgent issues or requests. Additionally, if the need for escalation arises, your merchant services relationship manager will involve the appropriate and necessary parties in order to resolve your issues. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Part 2:Optional electronic check processing 1.Checkconversion (verifications and guarantee) a.Provide a service that converts paper checks into electronic items at the point of purchase and accounts receivable environment (POP & MOTO) and initiate a direct ACH deposit of funds into the City’s bank account. Converted checks will either be verified or guaranteed depending on location within the City. Explain the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically: Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time- consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Wells Fargo Payment Gateway Yes. With our gateway service, you can accept electronic check payments. When your customers submit their payment information, the service automatically checks for proper routing and transit numbers, as well as account number structures — all in real time. Our service takes the check information and prepares a NACHA file for further ACH processing. With our Wells Fargo ACH services, we route the files to the appropriate financial institutions for debiting of your customers’ bank accounts. This feature allows the City to receive their payments much faster than traditional paper check payments. The gateway service supports four ACH payment types: WEB: Single and recurring consumer debits initiated through the internet TEL: Single consumer debits initiated through telephone CCD: Commercial debit and credit entries PPD: Consumer credits and debits authorized by signature Wells Fargo Merchant Services can offer the following related services: ® The Wells Fargo Perfect NOCservice compares all transactions against previously received notifications of change (NOC) and automatically updates any outdated information. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F b.Explain the check conversion process and any requirements for the City in handling or retaining voided or electronically processed checks. Terminal The FD200 terminal automatically voids ECA approved checks. This terminal features a builtin check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000, provided the check meets all necessary warranty requirements for electronic acceptance. In addition to substantially lowering the merchant’s risk, customers’ personal information is protected too, because approved checks are returned to the check writer after scanning. Electronic Check Acceptance eliminates the need for time-consuming trips to the bank to deposit paper checks. Electronically processed checks are typically funded to the merchant’s DDA within two to three business days. Wells Fargo Payment Gateway Using the Wells Fargo Payment Gateway service, you can accept electronic checks as a form of payment from your customers. When paying by electronic check, your customers will provide their bank account information to you for transmission to the Wells Fargo Payment Gateway service. The Wells Fargo Payment Gateway service will then create an Automated Clearing House (ACH) item based on your transaction information and submit it to the Wells Fargo ACH service for processing. Information about the electronic check items is presented in your Wells Fargo Payment Gateway reports alongside other payment types. ACH origination You will need to become an ACH originator through Wells Fargo ACH in order to accept electronic check transactions. To qualify for ACH origination, you must be pre-approved and sign an ACH Service Agreement. By signing the ACH Service Agreement, you agree to comply with National Automated Clearing House Association (NACHA) guidelines. For details about NACHA rules, refer to the ACH Rules Corporate Edition, which you can find on the NACHA website at http://www.nacha.org. In addition to the Wells Fargo ACH agreement and NACHA rules, your ACH transactions may also be subject to other laws and regulations, such as Regulation E, Uniform Commercial Code, Regulation CC, and state laws. Consult with your legal counsel to confirm the laws and regulations with which you must comply. Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F c.Must provide daily settlement of the City’s transactions in accordance with City’s approved procedures and time periods. Cash receipts in the settlement account must reconcile with the submitted batch report each day. In the following table, we list the latest times that you can transmit sales transactions to meet the settlement times. PlatformLatest transmission time (Central) CardNet 1:00 a.m. PayPal PayFlow Pro 8:00 p.m. on CardNet PayPal PayFlow Link 8:00 p.m. Gateway on CardNet Nashville 1:00 a.m. PayPal PayFlow Pro 11:00 p.m. on Nashville PayPal PayFlow Link 11:00 p.m. Gateway on Nashville Authorize.net 5:00 p.m. Gateway on Nashville FDI Global 11:00 p.m. The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will also transmit settlement files to: Latest transmission time (Central) American Express 10:00 a.m. Discover Network 4:00 a.m. and 5:00 a.m. Wells Fargo Payment 11:00 p.m. Gateway service (international processing ) Wells Fargo Payment 4:00 p.m. Gateway service (eCheck) . DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F d. Describe the service’s reporting capabilities. Must have the capability of providing daily batch reports by cashier and location reference number. Yes. We can meet all of the City’s reconciliation requirements. We offer daily batch reports and location reporting by MID. You can view reports online and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level. Hierarchy levelDescription Lead Corporate level (corporate) Identifies if multiple chaining structures (Non-mandatory) are part of a large corporation. Allows entitled users to view reporting from Lead Corporate level down to Location level. Corporate level (chain) Identifies if the merchant structure is a (Mandatory for multiple outlets of same single chain or part of a corporation. company) Allows entitled users to view reporting from Corporate level down to Location level. Location level (outlet) Identifies that the merchant structure is (Mandatory for single-location at the Location level only and is not part merchants) of a chain or corporation. Allows entitled users to view Location level reporting only. e. Explain how returned checks will be handled when using check verification or the check guarantee services listed above. Terminal Eliminate returned checks The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. TeleCheck Electronic Check Acceptance (ECA) warranty service Product overview TeleCheck Services, Inc. is the world’s largest check acceptance company, providing Electronic Check Acceptance (ECA), Warranty services and Small Ticket. TeleCheck helps merchants eliminate the risk of bad checks by providing access to the industry’s largest and most accurately maintained databases and risk management systems. With TeleCheck, the City can accept checks and build business by offering a liberal check acceptance policy. Electronic Check Acceptance (ECA) TeleCheck brings the power and convenience of electronic check to the point- of-sale with the ECA service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F This process allows the City to accept checks as quickly, safely, and easily as credit cards while improving the cash flow of your business. In fact, it is so quick that it only takes four steps and is often referred to as our R.S.V.P. product. R. run it S. stamp it V. void it P. pass it back Benefits to the City Increases productivity: Helps eliminate the need to deposit checks at the bank Electronic settlement reduces time spent reconciling and preparing deposits Reduces check-processing fees: Helps eliminate bank charges associated with accepting checks Increases customer satisfaction: Advanced terminal solution reduces transaction time Maintains accountability as a complete record of transaction appears on the customer’s bank statement Reduces risks: The City does not pay check fees and never knows of returned checks Warranty maximum is $25,000 per electronic check Simplifies operations: Easy to use, easy to train employees Wells Fargo Payment Gateway Refund: Partial and full refunds of previous captured transactions; stand- alone refunds (no previous capture) are also supported. Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. Electronic checks With our gateway service, you can either accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 2.Check verification a.Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Please describe the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. For information on the TeleCheck service, see Appendix B. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: AVS (card association address verification) ® Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) 3.Check guarantee a.Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Checks approved through this service will be backed by the Respondent. Please describe the services available. Terminal: FD200 with TeleCheck service TeleCheck Electronic Check Acceptance (ECA) warranty service TeleCheck Services, Inc. is the world’s largest check acceptance company, providing Electronic Check Acceptance (ECA), Warranty services and Small Ticket. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F TeleCheck helps merchants eliminate the risk of bad checks by providing access to the industry’s largest and most accurately maintained databases and risk management systems. With TeleCheck, the City can accept checks and build business by offering a liberal check acceptance policy. Electronic Check Acceptance (ECA) TeleCheck brings the power and convenience of electronic check to the point- of-sale with the ECA service. This process allows the City to accept checks as quickly, safely, and easily as credit cards while improving the cash flow of your business. In fact, it is so quick that it only takes four steps and is often referred to as our R.S.V.P. product. R. run it S. stamp it V. void it P. pass it back Benefits to the City Increases productivity: Helps eliminate the need to deposit checks at the bank Electronic settlement reduces time spent reconciling and preparing deposits Reduces check-processing fees: Helps eliminate bank charges associated with accepting checks Increases customer satisfaction: Advanced terminal solution reduces transaction time Maintains accountability as a complete record of transaction appears on the customer’s bank statement Reduces risks: The City does not pay check fees and never knows of returned checks Warranty maximum is $25,000 per electronic check Simplifies operations: For information on the TeleCheck service, see Appendix B. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Fraud controls Additionally, when you use our online gateway service you have a powerful fraud prevention tool at your disposal. The Decision Manager service within our gateway is an optional administration dashboard that provides you with an automated and streamlined fraud management operation. This service uses global validation services, the business-user rule management console, and case management. Decision Manager makes it easy to adopt and manage fraud at a completely new level. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: Access to over 150 global validation tests and services Device fingerprinting Velocity monitoring IP Geolocation Multi-merchant transaction histories/shared data Global telephone directories Global delivery address verification services Positive and negative list AVS (card association address verification) Verification by Visa and MasterCard card SecureCode CVV2, CVC2, CID (verification of three or four digit verification number on card) Custom fields for your own data We’d like to discuss this fraud tool with you in greater detail. There are many different ways that you can set this tool up to help you fight fraud For more information on Decision Manager, see Appendix E. b. The City of Denton is to receive 100% of its check collections. Returned checks will be the responsibility of the Respondent. Explain how returned checks will be handled. Terminal With the addition of the TeleCheck service, the City can eliminate returned checks. The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. The TeleCheck ECA warranty service improves customer satisfaction and saves you the hassle and expense of NSF fees and the collection process. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Payment Gateway Our gateway service supports the following transaction types 24 hours a day, 365 days a year: Refund Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids Voids capture transaction prior to the gateway settlement cutoff time of 7:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Reporting and reconciliation Our Wells Fargo Payment Gateway service provides enhanced reporting tools that allows you to reconcile payments through all aspects of the payment cycle, including chargebacks and returns. You have the ability to view and search for all aspects of each transaction through a streamlined online interface, or you can integrate payment data into its own system using industry standard Web technologies. c.Identify all subcontractors to be used for these services and what procedures will be used to monitory quality. Terminal In 1993, Wells Fargo and First Data Merchant Services joined to create Wells Fargo Merchant Services, LLC. Wells Fargo Merchant Services offers completely integrated processing. Wells Fargo Merchant Services is PCI DSS compliant as a merchant acquirer. A Qualified Security Assessor (QSA) has validated all subcontractors and third-party card processing partners, as Payment Card Industry Data Security Standards (PCI DSS) compliant. You can confirm a specific provider’s PCI . DSS validation on the Visa list available at www.visa.com/cisp Wells Fargo Payment Gateway Yes. Wells Fargo partners with CyberSource, a Visa company, to offer our gateway service. CyberSource is PCI-compliant and audited annually by a third-party assessor. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 4.Technology requirements a.It is critical that the system installed at the City of Denton be a fully hosted system, incorporates current technology and fully integrates with our existing web processor and provides smooth and efficient transaction processing. Describe the type of equipment and support to be provided. Respondentmust be able to fully integrate into the City’s existing software via an Application Program Interface (API) set up by Paymentus (formerly,Teleworks), an outside technology firm contracted by the City. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. Business types supported Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2 Product benefits Easy installation — Get up and running quickly with the intuitive touch- screen Display for ease of use Accept multiple payment For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway Our Wells Fargo Payment Gateway service can be integrated to work with any application that supports web services. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications already have interfaces compatible with the Wells Fargo Payment Gateway service’s core technical specifications. Integration methods You can choose an integration method that works best for your business model. You can choose from fast and simple methods or more advanced options that give you greater flexibility and control. Virtual terminal Use our service’s easiest payment solution to enter credit card orders, issue credits, and generate receipts. Your virtual terminal can be up and running in as little as 15 minutes. Your staff can use this tool for any transactions that need to be processed outside web or integration payments. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Secure Acceptance Web/Mobile Accept payments from any browser – web or mobile, while benefiting from language packs and other easily configurable options. With this hosted payment solution, card data will bypass your network and travel directly from end-user consumer to us, greatly simplifying the PCI compliance process. Secure Acceptance Silent Order POST Host your own order page and post payment data to us to process each transaction. With this direct post solution, card data will still bypass your network and travel directly from end-user consumer to Wells Fargo Merchant Services. This, too, can greatly simplify the PCI compliance process. Silent Order POST also supports full customization. Simple Order API With the Simple Order API, you will have scalability, full range of services, and more control for your developers. We provide the client software and your IT staff codes to our API specifications. You’ll have access to all the gateway’s transaction services. SOAP Toolkit API With the SOAP Toolkit API, you will still have scalability, full range of services, and more control for your developers. You’ll use or build your own client software that fits your business model and needs. With the open nature of this solution, you can integrate using this method. You’ll then have access to all the gateway’s transaction services. Secure storage With our Wells Fargo Payment Gateway service with secure acceptance, we can remove sensitive card data from your systems and securely store it within our fully hosted gateway service. That way, none of the secure data touches your systems, reducing your scope for PCI compliance. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F API programming chart: Linux Solaris Windows NVP SOAPXML NVP SOAPXML NVPSOAP XML ASP/COM C Java .NET PHP Perl For a complete list of Wells Fargo Payment Gateway integration methods, see Appendix F. b.Point of Purchase processing terminals for handling check conversion (verification and guarantee), and batching are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the Internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Client software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling check transactions and associate with the correct fee schedule. Terminal Check acceptance for the electronic age Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically. Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. c.Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location>> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reporting should be web-based, and accessible in real-time. Transaction data should be captured either locally on a City provided database and hardware platform or remotely at the Respondent’s location as long as reporting needs are effectively met. Getting the information you need when you need it, is important to many businesses like yours. That’s why you can access your payments-related data quickly and easily with our online merchant reporting tool, BusinessTrack. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow. Reports available The ClientLine reporting tool features six types of Sales and Funding reports. Report nameDescription Transactions Transactional reports for reconciling to a POS or looking at overall transaction volume Bank Deposits Funding reports for reconciling to your bank account Adjustments Deductions made from your total sales (chargebacks, fees, Interchange charges, etc. Refunds Refund data for monitoring of potential fraud Debit Suspense*Authorized PIN debit transactions for which payment could not be received from the issuer *applicable only to merchants accepting PIN debit Today’s Data*Total funding amount to be paid today *applicable only to merchants set up for same funding . The Report Wizard lets you custom build each report to your own specifications. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Please refer to the Appendix C for our merchant services standard reports, including detail and summary reports. How it works Rather than waiting for a report, you conduct the analysis that suits you, exactly when you need it. The City can select from more than 100 available reports or create your own by choosing which fields to include, from a comprehensive database that includes the processing of gift cards, checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. You decide what information you need to manage your business. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. Features Standardized, web-based reports that give you access virtually any time to payment processing information Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees Detailed reports for drilling down into specific locations, transaction types, adjustments, and more Summary information for up to 13 months Query builder to construct reports based on selected fields, across selected merchant locations Reporting that can be emailed or faxed wherever you need Credit, debit, and gift card activity summaries for any selected time period Dispute reporting to help you manage chargeback and retrieval expenses Help your organization Access payment processing information 24 hours a day, 365 days a year Reduce calls to customer service departments Drill down into funding events and reconcile total sales Create reports and schedule their distribution You can visit www.BusinessTrack.comfor an online tour. d. Provide technology specifications for use of all proposed electronic systems and services. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. First Data FD35 PIN Pad features 128 x 64 touch-screen technology Accepts magnetic stripe cards, EMV1 chip cards, contactless cards and key fobs, and mobile phone payments Payment Card Industry PIN Entry Device (PCI-PED) approved device2 Easy-to-use interface with visual display prompts, lights, and audio cues for customers Does not require a separate power supply Wells Fargo Payment Gateway API programing chart: Linux Solaris Windows NVP SOAPXML NVP SOAPXML NVPSOAP XML ASP/COM C Java .NET PHP Perl For a complete list of Wells Fargo Payment Gateway integration methods, see Appendix F. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 5.Point of purchase equipment a.Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. Terminal We recommend that the City use the new FD200 terminals that use internet based software. All software updates are maintained for the City. We recommend that the City use the FD 200 terminal which does both card and check plus the FD 35 EMV pin pad to support smartcard/contactless payments Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: Your account is active and processing through Wells Fargo Merchant Services The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. Terminal with an integrated printer: $225.00 FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship a total of three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For more information on the EMV capable FD200 terminals the FD 35 EMV pin pad to support smartcard/contactless payments see Appendix B. b.Check Processor – Industry standard hardware utilizing horseshoe bend-style check processor with COM or USB (preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Processor must perform MICR capture, two-sided check imaging, and electronically franked “presented”. Terminal First Data 200Ti/First Data 200Ti Wi-Fi terminal features 128 x 64 touch-screen technology Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU Wi-Fi capability (optional) 96MB RAM standard memory Five USB and two serial ports Dual built-in printers — Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs FD200 terminals support contactless payment technology with the appropriate peripheral. 6.Escalation procedures a.Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementation process and for situations that may occur once the program is fully operational. If the need for escalation arises, your merchant services relationship manager will involve the appropriate and necessary parties in order to resolve your issues. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 14.Equipment scheduleThe respondent shall provide an equipment schedule for the proposed solution. For information on the equipment schedule, and what to expect during the implementation process, see Appendix H. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Check when Task to be Completed by Respondent Completed XExhibit 1 –Pricing sheet XReview Exhibit 2 –General Provisions and Terms and Conditions XReview Exhibit 3 –Scope of Work/Technical Specifications XCover sheet XSolicitationnumber XSolicitationname XFirm name XFirm address XContact name XContact phone XContact fax XWebsite address XContact email address XSolicitation Checklist XEquipment Schedule ( Section 14 of Main RFP) XSubmission of Sample Monthly Statement (Section 15 of Main RFP) XAttachment A-Business Overview Questionnaire XDocument how firm meets minimum qualifications (Section 3) XDetail to support evaluation criteria XAttachment B –Exception Form XAttachment D –Reference Form XAttachment E –Conflict of Interest Questionnaire Form–with signature XAttachment F -Acknowledgment XAcknowledgment of Addenda XSubmissionsigned by authorized officer, in the order specified below NAHard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids@cityofdenton.comwith the Solicitation # and name in the subject line. X Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.comwith the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must bein excelformat. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Attachment C Safety Record DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Appendix A – Pricing and fees Please refer to the separately attached Exhibit 1 Pricing Sheets. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations 1 Credit Card Processing Fees Interchange Plus the Following Fees: 0.015%On Gross Visa®, MasterCard®, Discover® Network Card and American Express Sales 3 On each Authorization/EDC attempt (as defined below) $0.015 $0.00147 VI Access Fee On each gross sales transaction $0.0018 MC Access Fee On each gross sales transaction PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees $0.015 Per PIN Debit Transaction (applies to completed and declined transactions) EBT NOT ENTITLED Applicable PIN Debit Network, Switch, Service and Administrative fees are passed through on all PIN Debit transactions (completed and declined). Applicable PIN Debit Network Interchange fees are passed through on completed PIN Debit transactions only. 9 Applicable Fee Schedules: Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://www.wellsfargo.com/visanetworkfee PIN Debit Networks Fee Schedule (if applicable) https://www.wellsfargo.com/biz/merchantdebitfees Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the URLs above for more information. If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you. As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/fees on 4/16/2016. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule. Other Processing Fees Set-Up Fee$ -one time fee per location 8 Monthly Minimum Processing Fee $ -per month 2 Chargeback Fee $ 5.00per chargeback Monthly Service Fee (per location)$ -per month 6 Statement Billing Fee (Paper Statement) $ -per month Voice Authorization Fee$ 0.50per attempt Annual Fee$ -per location 3 Authorization/EDC Fee - Visa (Credit and Non-PIN Debit) $ 0.015per attempt 3 Authorization/EDC Fee - MasterCard® (Credit and Non-PIN Debit) $ 0.015per attempt 3 Authorization/EDC Fee - Discover Network Card (Credit) $ 0.015per attempt 3 Authorization/EDC Fee - American Express (Credit and Prepaid) N/Aper attempt 11 Interchange Clearing Fee Applies to Visa, Mastercard, Discover Network Card (Credit) and American Express (Credit and N/Aon gross sales volume Electronic Address Verification Service Fee$ 0.01per attempt Voice (Manual) Address Verification Fee$ 2.00per attempt 4 Annual Compliance Support Fee $ -per location 7 PCI Compliance Service Program Fee $ -per month, per location 7 Non-validation PCI Compliance Fee $ 25.00per month, per location Equipment Installation Fee$ -one time fee Foreign Handling Fee (on Visa/MasterCard foreign card transactions)0.10%on foreign card sales DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations Other Processing Fees Continued 13 TransArmor Token & Encrypt $ 0.01per attempt 13 TransArmor Token Registration Fee $ 0.01per attempt 13, 14 Legacy Data Conversion Fee $ 0.0065per conversion Applies to Visa, MasterCard and Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit, EBT 5 Non Bank Card Authorization Applies only to American Express EDC and Discover EDC$ 0.015per attempt Non Bank Card Capture Fee Applies only to American Express EDC and Discover EDC$ -per attempt Terminal Reprogramming Fee (Terminal) - Applies to Customer Owned Terminals Only$ 75.00per unit Terminal Reprogramming Fee - Integrated Terminal - Applies to Customer Owned Integrated Terminals Only $ 150.00per unit Security Swap Fee for PIN Debit - Applies to Customer Owned PIN Pads Only$ 125.00per unit Card Imprinter Optionno imprinter Rush Shipping OptionN/A 1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the Discover Network Card program, Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the Discover EDC program, Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover also Network Cards. Clients may elect to participate in the American Express program or the American Express EDC program, but not both. Under the American Express program, Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the American Express EDC program, Clients enter into a direct agreement with American Express, and WFMS provides only authorization and capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Clients Agreement with WFMS. 2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that Client will not be subject to a chargeback or debit. 3) Authorization/EDC Fee applies to all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC. 4) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date. 5) Non Bank Card Authorization Fee applies to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions. 6) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement online instead of receiving a paper copy by mail. After Business Track access has been activated, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If Business Track access is terminated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. Enroll anytime at businesstrack.com. 7) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.trustwave.com/wellsfargo. If Client does not comply or fails the PCI DSS certification process, Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant. 8) If the total discount fee for Visa, MasterCard,Discover Network Card and American Express transactions in a given month is less than the Monthly Minimum Processing Fee, then in addition to the total discount fee Client will be charged an amount equal to the Monthly Minimum Processing Fee minus the total discount fee. 9) Dues, assessments and pass-through fees are disclosed in the schedules referenced under the "Applicable Fee Schedules" section and the related footnote. 10) American Express charges Program Pricing fees and not Interchange, and these fees are subject to change. 11) The Interchange Clearing Fee (ICF) will be charged on transactions that may be considered higher risk and/or are processed at a higher expense level. These types of transactions can be identified on Clients Payment Networks Qualification Matrix by looking at the ICF applies column. If the interchange program level has been identified by a YES in this column, then the ICF will apply to that type of transaction. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations 13) TransArmor fees are for Token and Encryption, Token Only, Token Registration, or Legacy Data Conversion processing. TransArmor fees apply to Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit and EBT. Client is responsible for any additional charges, in the event that Client requires additional TransArmor products or services that are not stated on this proposal. 14) A fee that applies to each unique conversion of: (1) a Primary Account Number to a Token or (2) a Token to a Primary Account Number. If Client has selected to accept TeleCheck Services, see Part III - Section 1 of the Program Guide for the terms and conditions. If applicable, the Additional Services page will contain the fees and rates billed to Client by TeleCheck. If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on MasterCard transactions. American Express may charge Client an excessive disputes fee in the amount of $5 for each Disputed Charge if Client is in American Express' Immediate Chargeback Program or $15 for each Disputed Charge if Client is not in the Immediate Chargeback Program. Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party's services, Client will reimburse WFMS for such services. Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software. WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 120 days from the proposal date stated above. See Section 41.3 of the Program Guide for early termination fees. Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent. Fees for supplies, shipping, handling, and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request. Additional Notes: MCC CodeMCC Description 9399GOVERNMENT SERVICES, NOT ELSEWHERE 7523AUTOMOBILE PARKING LOTS 4900UTILITIES-ELECTRIC,GAS,WATER Terms and Conditions of WFMS - Pricing Terms: 1) WFMS pricing as provided in its response to this RFP is based upon the information provided by City of Denton (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in WFMS RFP response was created. In responding to this RFP, WFMS only agrees to be bound to the pricing WFMS provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by City of Denton as of the date of the creation of that pricing, are accurate and unchanged. In the event that WFMS is the successful bidder, and City of Denton subsequently provides additional information to WFMS that would affect the pricing (including pass through fees paid by City of Denton), WFMS shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by City of Denton. Further, should WFMS be the successful bidder for this RFP, City of Denton shall be required to execute a Final Pricing Terms document. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume$60,135,000 Average Transaction Size$29 Number of Locations47 10 Anticipated Interchange Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC CodeVarious - Refer to "Additional Notes" Section of Pricing Terms MCC DescriptionVarious - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry TypeN/A Communications Method line charges quoted separately Frame Relay / IPN GatewayOther Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations Additional Notes Continued: 2) Pricing assumes no material change from the pricing parameters provided to WFMS. Pricing may require a re-evaluation if the pricing parameters change. Annual Net Card TypeAnnual Net Sales VolumeTransactionsAverage Ticket Visa / MasterCard / Discover - Frame $52,812,000246,000$214.68 Visa / MasterCard / Discover - IPN$7,323,0001,830,750$4.00 PIN Debit $366,15091,538$4.00 3) Should any terminal require a reprogramming for credit card, non-bankcards or debit cards, the reprogramming charge is $75 per terminal and $150 per terminal with an integrated PIN Pad. This price includes download and telephone training. Customer owned PIN Pads require encryption and are charged a security swap fee of $125 per PIN Pad. 4) This pricing proposal assumes that City of Denton will utilize First Data Merchant Services' North authorization network and First Data Merchant Services' North settlement/reporting platform. 5) Should City of Denton require development needs of unique functionalities outside of certification, City of Denton will be billed $85 per hour of programming needed. 6) On-site service, outside of training provided by the Relationship Manager, will be billed at a rate of $70 per hour. Travel related costs will be passed through to City of Denton. 7) Pricing does not include any fees associated with the Wells Fargo Payment Gateway. Processing Solutions TypeQuantityFinancing MethodTotal w/o TAX First Data 130 DuoPurchase $200.00 Per Terminal First Data 200Ti Purchase $425.00 Per Terminal First Data FD35 EMVPurchase $160.00 Per PIN Pad Wells Fargo Payment Gateway (WFPG)1Customer OwnedN/A *Prices and equipment availability are subject to change without notice. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Merchant Services Guide to processing fees merchants may be able to pass to their customers Convenience FeeGovernment and higher education Surcharge transaction fees Flat fee charged on a non face-Visa, MasterCard, and American Express A payment card surcharge is a fee that a High level to-face transaction only when programs that allow convenience or service fees merchant adds to the cost of a purchase when a the payment method is a true in government and higher education MCCs. customer uses a payment card. convenience for the customer. Visa refers to this as a service fee. MasterCard A merchant is only able to surcharge if its and American Express refer to it as a payment processor supports surcharging. convenience fee. Flat fee charged for a true Visa service fee:Percentage based surcharge for acceptance of Detailed convenience, for non face-to-face The Visa Government and Higher Education credit, not debit. description transactions in an alternative Payment Program allows participating merchants channel outside the merchants to assess cardholder fees on approved transaction A payment card surcharge is a fee that a customary payments channel types. The program allows a variable service merchant adds to the cost of a purchase when a (i.e., not charged solely for the fee on Visa consumer debit (including Visa customer uses a payment card. acceptance of the card payment). prepaid cards), Visa consumer credit, and Visa commercial products.Visa: A charge assessed by the merchant to the The requirement for an alternative consumer for the payment service itself. payment channel means that requirements, including: mail/phone order merchants and MasterCard: Any fee charged in connection Clearly disclose fees to the Visa cardholder electronic commerce merchants with a transaction that is not charged if another and meet cardholder fee requirements. whose payment channels are payment method is used. Accept Visa as a means of payment in all exclusively card-not-present may channels where payments are accepted (i.e., not impose a convenience fee.Surcharge rules have been set by the payment face-to-face, mail, telephone and Internet networks based on the interchange settlement environments). Charging as a percentage of with Visa and MasterCard. American Express the transaction amount is not and Discover have since agreed separately to Feature the opportunity to pay with Visa at permitted.allow surcharging. least as prominently as all other payment methods. Each of the Card Associations Visa and MasterCard surcharging are only MasterCard convenience fee: (Visa, MasterCard, Discover and allowed on credit transactions, not debit. American Express) has their own American Express and Discover allow Can be variable or tiered. set of rules and regulations.surcharging on debit, but only if all other debit Can be assessed in all payment channels cards are surcharged. (such as face to face, online (Internet), mail, phone, kiosk) and for Recurring Payment See more details on surcharging rules from the transactions (such as installment payments interchange settlement below. and taxes.) MasterCard cardholders cannot be assessed a convenience fee that would discriminate against the brand relative to other payment card acceptance brands, such as American Express, Discover, and Visa. American Express convenience fee: Government/Utilities/Education Fee charged cannot be higher for American Express than for other payment cards. Fee may be assessed on all utility and government transactions. Education merchants may only assess the fee for mandatory expense (e.g. tuition, room and board). The fee must appear as a separate charge. Discover policy for convenience or service fees for the Government and Higher Education segments. However, Discovers general policy makes clear that merchants may not adopt any payment practices which disadvantage the use of Discover vis-à-vis other payment networks such as Visa, MasterCard, and American Express. $5 fee to pay power bill on-line if A university charges a 2% fee for paying tuition A wholesaler charges a 2% surcharge for Example the dominant payment method is via credit or debit card.payments via credit card. Debit/ACH/Check by mail and merchant also accepts have no fee. card present payments. Chart continued on back » DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Convenience FeeGovernment and higher education transaction feesSurcharge Payment networks.Visa, MasterCard, and American Express.Imposed by legal settlement. Who sets Limitations by state. the rules? No registration, but With Visa and MasterCard.Merchant must notify Wells Fargo Merchant merchant is required to Merchant Services, Visa, MasterCard, registration follow payment American Express, and Discover 30 network rules.days prior to surcharging. Any.Visa MCCs Any. Type of Government merchants: merchants MCC 9311-Tax MCC 9222-Fines MCC 9211-Court Costs MCC 9399-Miscellaneous Government Services Tuition payments for higher education: MCC 8220-College Tuition MCC 8244-Business MCC 8249-Trade Schools MasterCard MCCs MCC 8211-Schools (Elementary and Secondary) MCC 8220-Colleges and Universities, Professional Schools and Junior Colleges MCC 9211-Court Costs including Alimony & Child Support MCC 9222-Fines MCC 9311-Tax Payments Any card payment.Visa Credit only. Type of Credit or debit (regulated and non-regulated).Card present or card not present. payments Card present or card-not-present. MasterCard The convenience fee assessed for consumer debit cards and commercial MasterCard consumer credit cards and MasterCard commercial credit cards; provided that the convenience fee for MasterCard consumer credit cards and MasterCard commercial cards are the same. Rules are set by payment networks.Some states ban surcharging. Legal We recommend merchants consult restrictions their legal counsel on state-by-state surcharging laws. Interchange settlement and surcharging rules As part of a Visa and MasterCard interchange settlement the two Well Fargo Merchant Services does not plan to support surcharging payment networks implemented certain rule changes which permit at this time. Please contact your Relationship Manager or customer surcharges on certain credit card transactions in most states as of service for details if your business would like to surcharge. January 2013. According to the Payment Networks, the merchants ability to on surcharging, we recommend that merchants consult with their surcharge only applies to credit card purchases, and only under certain legal counsel. conditions. U.S. merchants cannot surcharge debit or prepaid card Note: Wells Fargo Merchant Services will continue to monitor purchases. The information included in this document is provided solely as an overview as of the time of publication ( 2015). For full details and for the most recent updates available, please refer directly to the payment network rules or the interchange settlement ruling. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Issue 2, 1st Quarter 2009 ™ Wells Fargo Merchant Connect Card network news Understanding convenience fees In your shopping experience as a business or consumer there may have been times when you purchased goods or services and the merchant charged you an additional fee for completing your payment transaction. And you may be wondering what the rules are that surround the ability to charge your customers this fee. Convenience fees refer to amounts that are charged by merchants to customers to compensate the merchant for the cost associated with giving the customer the “convenience” of completing their purchase by card payment. These fees are permissible when certain conditions are met. Any other fee that a merchant attempts to assess against customers who complete their purchase by card payment is considered to be an impermissible surcharge. Because this area is complex and ®®® greatly varies among Visa, MasterCard and Discover Network, we would like to share with you some important rules that apply before you start charging your customers a “convenience fee”. An overarching principle when accepting Visa, MasterCard and Discover Network cards for payment is that each card brand prohibits their cards from being treated less favorably than other card brands. For instance, if you accept all three card brands, you are not allowed to ask you customers to use their Visa credit card over their MasterCard or Discover Network Card. It would also be against the card brands’ rules to offer your customers a “discount” for paying by MasterCard or Discover Network instead of Visa. Because of this principle, a merchant who accepts different card brands must always apply the most restrictive card brand rule to all their transactions. The table that follows summarizes the rules related to convenience fees for each card brand. You will notice that Visa has the strictest convenience fee rules. Therefore, if your business accepts all card brands below and would like to charge convenience fees on its payment transactions, it should ensure that it complies with Visa’s regulations regarding convenience fees. (continued on next page) Issue 2, 1st Quarter 2009 | Wells Fargo Merchant Connect 3 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Rules on convenience fees The convenience fee must be a regardless of The convenience fee can The convenience fee can the purchase amount. (It cannot What is considered a permissible be a percentage). Convenience Fee?regardless of the purchase regardless of the purchase convenience fee of $1 is assessed amountamount whether the transaction amount is $10 or $100. No. A convenience fee can only apply to an alternate payment Can a convenience fee be charged to channel such as mail, phone or YesYes purchases in all payment channels? Internet, outside of the normal payment channel of the business. Can a convenience fee be charged on Card Present transactions (e.g. face to NoYesYes face transactions)? Yes Can a convenience fee be charged on As long as it is an alternate Card Not Present transactions (such channel, which is outside of YesYes as mail/phone orders or Internet the normal payment channel transactions)? of the business. It must apply to all forms It must apply to all forms It must apply to all payment To what forms of payment can a of payment accepted (Visa, of payment accepted card brands accepted (Visa, convenience fee be applied? MasterCard, Discover Network, (Visa, MasterCard, Discover MasterCard and Discover ACH, check, etc )Network, ACH, check, etc )Network) Must the convenience fee be disclosed to the customer before completion of Yes the transaction? Must the cardholder be given an opportunity to cancel before Yes completing the transaction when a convenience fee applies? Does the convenience fee need to be Yes included in the total purchase amount? Who can assess a convenience fee? The merchant, not a third party In which industry can convenience Merchants in most Merchants in most Merchants in most industries fees be assessed?industriesindustries Let’s take an example A local newspaper would like to allow its customers to pay for their subscription online instead of by mail to give them added convenience fee for all payments submitted online (Visa, MasterCard, Discover Network, eCheck, ACH, etc … ) A note on surcharges Visa and MasterCard strictly prohibit surcharges to be imposed on customers who choose to pay by card instead of cash or checks. Any type of charge that is assessed against a customer who pays by card is deemed to be an impermissible surcharge if it does not satisfy the requirements to qualify as a convenience fee. There are some exceptions to this rule however. Visa and MasterCard have developed specialized programs which allow government entities (MasterCard also allows education entities) to charge a percentage based convenience fee. This topic will be addressed in the next issue of Wells Fargo Merchant Connect so please stay tuned! A note on discounts for cash payments Providing a discount for your customers’ payments made by cash is permissible as long as it is clearly disclosed as a discount from the marked price of the product. If you need additional details or have any questions regarding convenience fees, please contact us at 1-800-451-5817, 24 hours a day, 7 days a week. Issue 2, 1st Quarter 2009 | Wells Fargo Merchant Connect 4 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Treasury Management Merchant Services TeleCheck Electronic Check Acceptance (ECA) warranty service Accept checks with confidence when you add the TeleCheck ECA warranty service to your point-of-sale operations TeleCheck ECA warranty service from Wells Fargo applies smart business logic and one of the most comprehensive transaction databases in the industry to give you instant approve or decline decisions at the point of sale. No more fees for non-sufficient funds items, no more legwork to collect returned items. Simply add the TeleCheck ECA warranty service and receive guaranteed electronic deposit of approved funds within two business days. Check acceptance for the electronic age: Make approval decisions instantly. When you add the Expand payment options. When consumers prefer to pay TeleCheck ECA warranty service to your existing POS with paper, the TeleCheck ECA warranty service lets you terminal, it takes only seconds to scan the customers paper check and receive an immediate approve or decline customer another option if his credit card is declined at decision. Armed with this information, you can improve the POS. The TeleCheck ECA warranty service improves customer service, increase sales, and reduce fraud risk.customer satisfaction and saves you the hassle and expense of NSF fees and the collection process. Deposit funds electronically. Once you scan the check, the TeleCheck ECA warranty service automatically Rely on trusted results. Many of the nations largest converts the payment to an ACH transaction. ACH retailers use TeleCheck, making its transaction database deposits eliminate time-consuming trips to the bank and one of the most comprehensive in the industry. This extend your window for same-day deposits to 9:00 p.m. broad network and the proprietary approval logic of the TeleCheck ECA warranty service delivers fast, accurate approved checks and credited to your account within two decisions to protect your business. business days. Comply with security regulations. The TeleCheck ECA Eliminate returned checks. The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this PCI-compliant POS terminals, check readers, and software. service, when a check is approved through TeleCheck ECA at POS, you never pay the banks returned-item fee or and maximize sales. For more information on the TeleCheck Electronic Check Acceptance warranty service, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F TeleCheck Electronic Check ®® Acceptance (ECA) Service Reduce check-handling time and costs, streamline back-office processes, minimize errors, speed funding and offer customers greater security. Go Beyond: ® The TeleCheck Electronic Check Acceptance Service Customers want payment options, with many wishing to write checks for their purchases. However, paper checks can be a cost burden, because they must be verified for authenticity, reconciled and physically taken to the bank where fees are assessed 24.5% for processing. In addition, the merchants business is exposed to the risk of fraud and returned checks. Thats how many non-cash payments were made by First Data Advantages * check in 2010 The TeleCheck Electronic Check Acceptance® (ECA®) service, one of the industrys most sophisticated check verification systems, converts checks into electronic transactions. It screens each check against information from hundreds of thousands of businesses and financial institutions, instantly providing you with a decision on whether 100% or not you should accept it. Completely protect your Because this service minimizes the risks associated with check acceptance, you business from the risk of gain the confidence to accept more checks even low-numbered, out-of-town and bad checks and the hassle out-of-state checks. At the same time, you reduce bank fees and processing costs while improving cash flow. And with TeleCheck ECA, you return the check to your customers, associated with collections helping to protect their personal information. Eliminating Bad-Check Losses If you opt for the TeleCheck ECA warranty service, you will be enabling one of the industrys most effective check-fraud protection measures. Once TeleCheck has authenticated the validity of a check, the responsibility is transferred from your business to ours. Any returned checks we have approved become our liability, relieving you of not only loss, but also the hassle of trying to collect. *The 2010 Federal Reserve Payments Study, April 2011 firstdata.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F TeleCheck Electronic Check ®® Acceptance (ECA) Service How It Works When a customer hands you a paper check, TeleCheck uses leading risk assessment technology to evaluate its validity, comparing it with negative and activity databases to identify check writers that have outstanding bad checks or a history of irresponsible checking account handling. If the check meets the verification requirements, the check is converted into an electronic transaction using your point-of-sale equipment. The transaction is processed through the Automated Clearing House (ACH) network, and funds are deposited directly into your bank account, generally in two business days. For merchants who have opted for the TeleCheck warranty service, any checks we have approved that are returned become our liability, and we manage the entire collections process and absorb any losses. Help Your Business Accept more checks with minimal risk Make fewer trips to the bank Reduce bank fees and processing costs Improve cash flow Streamline back-office operations Reduce the risk of lost, stolen or damaged checks Protect your customers personal information Minimize collections operations Payment Solutions for Limit your liability for fraudulent and returned checks Maximum Performance (optional warranty service) Around the world every day, First Data Features makes payment transactions secure, fast and easy for merchants, financial Point-of-sale check conversion institutions and their customers. We Faster funding and simpler reconciliation leverage our unparalleled product Access to extensive check-writer negative and activity databases portfolio and expertise to deliver processing solutions that drive Liability protection for fraudulent and returned checks customer revenue and profitability. (optional warranty service) Whether the payment is by debit Professional collections operation or credit, gift card, check or mobile Courteous and helpful check-writer support phone, online or at the point of sale, First Data helps you maximize value for your business. For more information, contact your Sales Representative or visit firstdata.com. firstdata.com © 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 2091 0113 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F TeleCheck Internet Check ®® Acceptance (ICA) Solution Reduce your costs by giving customers the option of paying directly from their checking account for Internet purchases, to reload their store-branded prepaid card or to make recurring payments. Go Beyond: ® ® TeleCheck Internet Check Acceptance(ICA) Solution For many merchants, credit and debit card sales over the Internet are either the backbone of their business or an ever-growing percentage of their revenues. However, card-not-present (CNP) interchange rates are high and can take a bite out 54M of your profits. The good news is that an often overlooked payment method can be implemented one that can significantly reduce your costs. Thats how many consumers have no debit/credit cards. First Data Advantages Offer them the ability to shop ®® With the TeleCheck Internet Check Acceptance (ICA) solution, you can give your online or pay bills using their customers the option of paying directly from their checking account either for 1 checking account. Internet purchases, to reload their store-branded prepaid card or to make recurring payments. Not only do you pay less per transaction, you also guard against abandoned sales by prospects that have no credit or debit cards, or prefer not to use them. 100% Eliminating Bad-Check Losses Completely protect your ® First Datas TeleCheck database tracks the check-writing histories of 98 percent of US business from the risk of check writers. By tapping into this massive repository, you will know which payments to accept and which to decline. If you opt for our warranty service, you will be enabling fraud and bad checks with the premier check-fraud protection feature for merchants, which transfers fraud our warranty service. responsibility from your business to TeleCheck. Returned checks become our liability, relieving you of not only loss, but also the hassle and countless hours of trying to collect on your own. Easy to Implement Connect through a variety of TeleCheck certified gateway partners, often using an already-established relationship. The partner can help you quickly connect with a streamlined implementation process and ongoing efficient operations. Large merchants may prefer to create a direct, host-to-host, connection to the acceptance service instead of going through a payment gateway. Either way, a merchant can often be operational and accepting payments within a few days. 1 - Source - Federal Reserve Bank, The Survey of Consumer Payment Choice., version April, 2011 and U.S. Census Bureau firstdata.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F TeleCheck Internet Check ®® Acceptance (ICA) Solution How It Works 1. A customer visits your website to make a purchase and selects the option to pay by checking account. 2. You transmit the details to TeleCheck either directly or through your eCommerce payment gateway. 3. Using advanced analytics, TeleCheck assesses the risk associated with the transaction and issues an approval or denial in real time. 4. You receive funding on the next banking day for any transactions approved by 4 p.m. CST. In addition, if you have an existing gift card program, you can give your customers the ability to go online and reload a prepaid card. If you have customers making regular recurring payments to you, they can do so at your website. TeleCheck uses its proprietary bank account authentication process to verify the customers identity. The customer can reload their card or make an online payment at any time. For ® customers who have no credit or debit card, or wish not to use them, these ICA options build loyalty and encourage repeat visits. Features Warranty service that offers complete protection from loss due to bad checks (optional) Low-cost verification of account viability Seamless transition to collections service (optional with verification service) Best-in-class fraud prevention tools Payment Solutions for Next-day funding Maximum Performance Lower processing rates as opposed to card-not-present transactions Around the world every day, First Data Industries and Businesses Served makes payment transactions secure, fast and easy for merchants, financial eRetail: clothing, media, grocery, electronics, hardware, etc. institutions and their customers. We Online travel and entertainment leverage our unparalleled product Online services portfolio and expertise to deliver processing solutions that drive Digital goods: eBooks, music, gaming, etc. customer revenue and profitability. Medical Whether the payment is by debit Direct marketers or billers or credit, gift card, check or mobile Non-profit organizations phone, online or at the point of sale, First Data helps you maximize value Market-Leading Payment Expertise from TeleCheck for your business. 369,000 subscribing locations 1.8 million transactions processed daily Information on 98% of US check writers For more information, Trusted with over $79 billion annually contact your Sales Continued investment in technology and innovation Representative or visit firstdata.com. firstdata.com © 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 2428 0113 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F SM TeleCheck Checks by Phone Solution SM Go Beyond: TeleCheck Checks by Phone Solution Millions of merchant transactions are conducted over the phone annually, and merchants need a fast, cost-effective payment method to offer customers while they are still engaged on the phone. While credit and debit cards are popular forms of payment, card-not-present (CNP) interchange rates are high and can take a bite out of your profits. Further, your customer is more likely to abandon a purchase if their payment choices are limited to credit and debit only. The good news is that an often-overlooked payment method can be implemented one that can reduce your 54M payment processing costs and increase the number of completed sales. Thats how many consumers First Data Advantages have no debit/credit cards. ®SM The TeleCheck Checks by Phone service makes it possible to serve customers Offer them the ability to shop who prefer to pay for a purchase or pay bills over the phone. The solution instantly online or pay bills using their authorizes the payment while your customers are still on the line, minimizing potentially 1 checking account. lost sales and revenue. Additionally, the service helps merchant call centers have another easy-to-use payment acceptance method. Eliminating Bad-Check Losses 100% ® First Datas TeleCheck database tracks the check-writing histories of 98 percent of U.S. Completely protect your check writers. By tapping into this massive repository, you will know which payments to accept and which to decline, allowing you to eliminate the risk associated with business from the risk of accepting payments from checking accounts. bad checks and the hassle If you opt for our warranty service, you will be enabling the premier check-fraud associated with collections. protection feature for merchants, which transfers fraud responsibility and bounced checks from your business to TeleCheck. Returned checks become our liability, relieving you of not only loss, but also the hassle and countless hours of trying to collect on your own. How It Works 1. A customer contacts your call center or representative to make a purchase or a payment for a product or service. 2. Your representative inputs the consumers personal and payment information into an online payment application or optional web-based user interface from TeleCheck. 3. Using advanced analytics, TeleCheck conducts transaction risk assessment and issues an approval or denial in real time. 4. You receive funding on the next banking day for any transactions approved by 1 - Source - Federal Reserve Bank, The Survey of Consumer Payment Choice., version April, 4 p.m. CST. 2011 and U.S. Census Bureau firstdata.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F SM TeleCheck Checks by Phone Solution Easy to Implement Use our Virtual Point of Sale (VPOS) web-based user interface at no charge, or connect through a variety of TeleCheck certified gateway partners, often using an already-established relationship. The partner can help you quickly connect with a streamlined implementation process and ongoing efficient operations. Large merchants may prefer to create a direct, host-to-host connection to the acceptance service instead of going through a payment gateway. Either way, a merchant can often be operational and accepting payments within a few days. Industries and Businesses Served eRetail: apparel, media, electronics, hardware, etc. Merchant call centers or catalog sales Online travel and entertainment Online services Medical Direct marketers or billers Non-profit organizations Features Warranty service that offers complete protection from loss due to bad checks (optional) Low-cost verification of account viability Seamless transition to collections service (optional with verification service) Payment Solutions for Best-in-class fraud prevention tools Maximum Performance Next-day funding Around the world every day, First Data Lower processing rates compared to card-not-present transactions makes payment transactions secure, Option to use TeleCheck Virtual Point of Sale, free web-based user interface fast and easy for merchants, financial institutions and their customers. We ® Market-Leading Payment Expertise from TeleCheck leverage our unparalleled product portfolio and expertise to deliver 369,000 subscribing locations processing solutions that drive 1.8 million transactions processed daily customer revenue and profitability. Information on 98% of US check writers Whether the payment is by debit Trusted with over $79 billion annually or credit, gift card, check or mobile phone, online or at the point of sale, Continued investment in technology and innovation First Data helps you maximize value for your business. For more information, contact your Sales Representative or visit firstdata.com. firstdata.com © 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 1947 0113 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Merchant Services multiple payment options using just one device and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a built-in check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customers checking history and guarantees the face value of the check Terminal for electronic acceptance. In addition to substantially lowering the merchants risk, customers personal information is protected too, because approved checks Payment types supported are returned to the check writer after scanning. Electronic Check Acceptance Visa® eliminates the need for time-consuming trips to the bank to deposit paper checks. MasterCard® American Express® Discover® dial-up connection, with optional WiFi. Todays customers want the ability to use their preferred payment method, and this is the tool for the job. Signature and PIN debit (using an external PIN pad) Business types supported Diners Club Retail, Restaurant, Quick Service, Petroleum, and Direct Marketing (MOTO) JCB Product benefits Gift card Easy installation Get up and running quickly with the intuitive touch-screen TeleCheck ECA display for ease of use. (Electronic Check Acceptance) Accept multiple payment methods Processes virtually all payment types. TeleCheck Warranty Touch screen capability Process simply with intuitive touch screen interface Contactless devices lighting conditions. WEX/Voyager Integrated check reader Convert paper checks into electronic items Europay, MasterCard, Visa (EMV) chip cards Automatic check void Automatically voids ECA approved checks. Large batch capacity Purchase card level I and II, business and commercial card Allows tax prompting on all Visa and MasterCard commercial cards. How can we help? (Continued on next page.) wellsfargo.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Solid security Be alerted to suspicious activity with a suite of fraud services. Supports Address Verification Service (AVS), Card Dual built-in printers Fast connection Supports WiFi (requires WiFi model), Internet Protocol (IP), plus dial-up. -button keypad In Wi-Fi capability (optional) MB RAM standard memory Five USB and two serial ports Operation highlights Drop-in paper loading for integrated thermal receipt printer Inkjet single-line defacement printer dedicated to voiding checks Supports contactless payment technology with the appropriate peripheral Security features Secure Sockets Layer (SSL) encryption Retail Address Verification Service (AVS) Account number truncation/expiration date masking on customer and merchant receipt copies Ca Password protection Connection type and speed IP connectivity with dial back-up Wireless Fidelity (WiFi) model allows for WiFi capabilities with built-in dial-up back-up (requires WiFi model) Batch capacity For more information on Wells Fargo Merchant Services, please visit wellsfargo.com/biz/merchant. PIN debit requires a peripheral attachment. TeleCheck ECA not supported in MOTO environment. WEX and Voyager cards are supported for Petroleum Merchants on the Buypass Network. Auto Dial Backup requires DHCP Internet protocol. EMV is available with a peripheral attachment on limited platforms. Check with your sales consultant for details. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Merchant Services Accept the latest innovative payment types with this advanced device credit cards, PIN-based debit, and non-PIN (signature) debit. It also enables your business to go beyond magnetic stripe cards to accept chip cards, contactless, and mobile payment transactions. Payment types supported · Visa® · Advanced payment solution processes virtually all · MasterCard® p · Discover® · er more convenience to your customers enables your · American Express® · JCB · PIN and non-PIN (signature) debit · Improve security takes advantage of the stronger authentication of EMV chip cards instead of reading the · EuroPay, MasterCard, Visa (EMV) less secure magnetic stripe content when customers present chip cards compatible cards · Gift cards · Prepare for the future by responding to consumer demand for · El faster, safer, and better ways to pay for goods and services cards Features · Contactless transactions/key fobs · Accepts magnetic stripe cards, EMV chip cards, contactless · Mobile phone payments cards and key fobs, and mobile phone payments · Payment Card Industry PIN Entry Device (PCI-PED) How can we help? · Easy-to-use interface with visual display prompts, lights, and Chichi Ogbuagu audio cues for customers chichiogbuagu@wellsfargo.com · Does not require a separate power supply 214-740-1304 wellsfargo.com Check with your sales consultant for details. Approved PIN Transaction Security under the manufacturer name XAC Automation. F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 F Exhibit 5955 Contract DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Treasury Management Wholesale Merchant Solutions Wells Fargo Payment Gateway® service Helping merchants enhance sales opportunities, manage payment risk, and streamline payments processing for electronic commerce channels The Wells Fargo Payment Gateway service puts a secure and flexible processing environment at your fingertips, providing a single source for multiple payment options, report and reconciliation services, and industry-leading tools to reduce transaction risk and manage fraud. Combine this with a Wells Fargo deposit account, and youll have access to next-business-day funding of your card payments in U.S. dollars. Security and system availability. PCI DSS compliance is important to your business. Reduce your risk and worries Increase sales and customer satisfaction. The more about managing sensitive payment data with the PCI- payment types you accept, the greater your opportunity compliant Wells Fargo Payment Gateway service. Payment for increased sales. Use the Wells Fargo Payment Gateway tokenization technology lets you move sensitive payment service to accept major credit cards, debit cards, eChecks, digital payment types, and purchasing-card Level III data data centers. all through a single connection. With high system availability, you can rest assured that you are providing your customers with an optimal experience with options for U.S. dollar or local currency funding. while maximizing sales opportunities. Use subscription services to support installment and recurring payments. Its easy for payers to use and it Funding reconciliation and reporting. View and download enhances the shopping experience for your repeat customers. reports (XML, PDF, and CSV formats) to manage your disputes (chargebacks), interchange, and exceptions. Solution integration. With the Wells Fargo Payment Gateway These reports contain the transaction order ID, enabling service, you can easily integrate online payment information you to easily match information to the original transactions. View reports plus search and query transactions online. means you can choose how to manage and access data, The Card Payments Reconciliation report provides saving time, and reducing the risk of error. information on your funding position, disputes, and card Manage risk. items and identify exceptions easily. continued SecureCode. Take risk management a step further with 1 Some restrictions may apply. Foreign currencies settle in U.S. dollars; screening rules for order disposition (accept, reject, review), multi-currencies remain in local currency. and accurately. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F How the Wells Fargo Payment Gateway service works: For more information on the Wells Fargo Payment Gateway service, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com. © 2015 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2105 - 04/15 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Treasury Management Wholesale Merchant Solutions Decision Manager Help protect your e-commerce profits with fraud detection tools that make it fast and easy to make accept or decline decisions on your electronic payments. Todays sophisticated and ever-changing fraud techniques can pose a real threat to your revenue from online sales. Decision Manager arms e-commerce merchants with a real-time risk score on every online transaction you process. With this powerful information, you can automate fraud management, take steps to reduce your chargebacks and fraud losses, and sell with confidence. Spend less time on manual reviews. Adding Decision Evaluate transactions in real time. The powerful Decision Manager engine works with any web-based payments case management. Because the system can be used to gateway to evaluate credit and debit card payments immediately. It operates behind the scenes to optimize orders that meet your criteria for manual oversight. You fraud management, with no disruption to your existing interface, or export data to your existing system. Make sound fraud management decisions. Decision Adjust risk settings to meet your needs. You determine Manager generates a risk score for every transaction you which transactions to accept, decline, and send for process, based on more than 260 global validation tests and 60 billion transactions processed annually by Visa®. products and customers. You can create and modify This current and actionable information helps you these business rules on demand, with no IT coding eliminate guesswork. With Decision Manager, you can make immediate accept or decline decisions based on the new settings. latest fraud threats and known issues, and even automate the decisioning process. Develop a comprehensive fraud protection strategy. Adding Decision Manager starts with an analysis of Reduce chargebacks and fraud losses. Fraud losses come your previous transactions to identify the right fraud in many forms, from chargebacks on stolen card numbers management settings for your organization. Your Wells Fargo team works with you across the process, Manager, you take a proactive approach that can help from planning and implementation through training identify and decline many of these schemes without any and result measurement. Stronger upfront controls, such as IP geolocation, continued multi-merchant transaction histories, and global delivery your company and mitigate your risk. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F How Decision Manager works: For more information about Decision Manager or other Wholesale Merchant Solutions, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com. ©2013 Wells Fargo Bank, N.A. All rights reserved. Member FDIC. TM-2863 12/13 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Integration Methods Each Integration Method features a different way for payment information to enter CyberSource's system. We offer fast and simple methods and more advanced options that provide greater flexibility and control. Determine which Integration Method best matches your business' needs, learn how each method works, its advantages, and the technical skills required. Secure Acceptance Web/Mobile Accept payments from any browser – web or mobile, while benefiting from language packs and other easily configurable options. Hosted payment solution, allowing card data to bypass merchant’s network and travel directly from end-user consumer to CyberSource, greatly simplifying the PCI compliance process. http://apps.cybersource.com/library/documentation/dev_guides/Secure_Acceptance_WM/html/wwhel p/wwhimpl/js/html/wwhelp.htm Secure Acceptance Silent Order POST Host your own order page and post payment data to CyberSource to process each transaction. Direct post solution, allowing card data to bypass merchant’s network and travel directly from end-user consumer to CyberSource, greatly simplifying the PCI compliance process. Support full customization. http://apps.cybersource.com/library/documentation/dev_guides/Secure_Acceptance_SOP/html/wwhel p/wwhimpl/js/html/wwhelp.htm Virtual Terminal Use CyberSource's easiest payment solution to enter credit card orders, issue credits, and generate receipts. Your Virtual Terminal can be up & running in 15 minutes. This tool can be utilized by your staff for any transactions that need to be processed outside web or integration payments. http://www.cybersource.com/resources/quickstart/Enterprise/html/wwhelp/wwhimpl/js/html/wwhelp. htm Simple Order API Scalability, full range of services & more control for developers. CyberSource provides the client software. Implementing an API client with a CyberSource SDK requires programming skills in ASP/COM, C, Java/Cold Fusion, .NET, Perl or PHP. You should be comfortable installing libraries into your existing server environment. Access to all CyberSource transaction services. Wide support for many popular code/OS combinations. http://www.cybersource.com/developers/getting_started/integration_methods/simple_order_api/ CyberSource Transaction Web Service Schemas https://ics2ws.ic3.com/commerce/1.x/transactionProcessor/ SOAP Toolkit API Scalability, full range of services & more control for developers. You build your own client software to have scalability, full range of services and great control over buying experience. Access to all CyberSource transaction services. Any code or technology able to build a SOAP message or consume a web-service may be integrated due to the open-source nation of this solution. http://www.cybersource.com/developers/integration_methods/simple_order_and_soap_toolkit_api/so ap_api/html/wwhelp/wwhimpl/js/html/wwhelp.htm DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Batch Upload Use Offline File Submission to send CyberSource your transactions in batches, instead of submitting each one individually. In one file, you can include transactions that use different services, currencies, countries, merchant IDs, and card types, thus eliminating the burden of handling these values separately. http://apps.cybersource.com/library/documentation/dev_guides/Offline_Trans_File_Submission/html /wwhelp/wwhimpl/js/html/wwhelp.htm Recurring Billing (Subscription ID/tokenization) Consolidate one-time and recurring payment processing on a single platform. CyberSource Recurring Billing supports subscription and installment payments, enabling billing via multiple payment options in numerous currencies. Sensitive payment information is stored in secure datacenters, reducing data storage risks. http://apps.cybersource.com/library/documentation/sbc/SB_Reporting_UG/html/wwhelp/wwhimpl/js /html/wwhelp.htm#href=cover.html Account Updater Service to be used to update Recurring Billing/Subscription IDs Account Updater notifies you of changes to stored customer credit card data. Such changes could affect expiration date, credit card number, or a brand. Account Updater obtains credit card information from ®® and MasterCard and provides an encrypted response file that you can use to update your data both Visa store. http://apps.cybersource.com/library/documentation/dev_guides/Account_Updater_UG/html/wwhelp/ wwhimpl/js/html/wwhelp.htm#href=ch1Intro.html Other Applications Visa Checkout http://www.cybersource.com/developers/integration_methods/visa_checkout/ PayPal Express Checkout Services http://apps.cybersource.com/library/documentation/dev_guides/PayPal_Express_SO/html/wwhelp/w whimpl/js/html/wwhelp.htm TM Apple Pay http://apps.cybersource.com/library/documentation/dev_guides/apple_payments/getting_started/html /wwhelp/wwhimpl/js/html/wwhelp.htm Reporting API In addition to the pre-defined reports in the previous chapter, the Business Center offers on-demand reports. On-demand means that these reports are not automatically generated every day (or week or month), but that you can request them at any time. You can obtain on-demand reports by downloading in the Business Center, using a Client Application or Query API. http://apps.cybersource.com/library/documentation/sbc/SB_Reporting_UG/html/wwhelp/wwhimpl/js /html/wwhelp.htm#href=cover.html DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 1. eMarketer, US Mobile Payments 2014: Updated Forecast and Key Trends Driving Growth. 2 Wall Street Journal, Apple Keeps U.S. Smartphone Market-Share Lead, But Samsung Gains Ground, June 3, 2014. 3. Apple press release, September 22, 2014. 4. eMarketer, July 11, 2013. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 5. Business Insider, John Heggestuen, An Inside Look At The Starbucks App, The Most Successful Mobile Payments System In The US, September 23, 2014. 6. Internet Retailing, Chloe Rigby, More than 6m new customers bought from eBay by mobile in the second quarter alone, July 13, 2014. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Begin the purchase transaction Check for the chip Insert the Chip Card when prompted §§ ª Follow the prompts Remove the Chip Card when prompted 7. Visa and EMVCo studies. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Treasury Management Your merchant services implementation process Thank you for using Wells Fargo Merchant Services. What you can expect after you commit your business to Wells Fargo: Your relationship team will gather information from you in order to comply with legal, regulatory, and other internal requirements. During this time they will keep you posted on the progress. Your sales team will contact you to begin gathering information to complete your implementation. Your sales team will supply and work with you to complete the necessary documentation for your implementation. What you can expect during the implementation process: implementation manager. Your assigned implementation manager will guide you through the implementation process by: Providing an overview of the implementation experience Gathering additional details Reviewing the statement of work Providing document resources and support for your internal technical setup Coordinating training As your implementation progresses you will submit test transactions to ensure a successful setup. You and your implementation manager will coordinate a go-live date. After your account is processing transactions, your implementation your implementation manager will conduct a statement review and introduce you to your ongoing support team. What you need to do during the implementation: Provide additional information that may be needed to complete the implementation as requested. prepared to participate as needed. Be prepared to discuss your reporting and reconciliation requirements. Partner with your implementation manager to coordinate your setup, training, test transactions, and go-live date. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Prior to implementation Implementation After implementation 2 to 4 weeks(see time table below) Wells Fargo Relationship Manager Merchant implementation managerWells Fargo merchant contacts services Relationship or Business associate Treasury management (TM) or Merchant sales consultant TM or Merchant sales analyst Whats Finalize and facilitate legal contracts Coordinate efforts of all partiesProvide ongoing happening for merchant services and pricingservicing and Gather additional service details coordinate additional Complete any credit or regulatory Complete setup of services training as needed requirements Provide reference materials Gather merchant implementation details Coordinate training Provide a detailed review of the merchant card reporting Provide a merchant statement review 30 days post go-live Implementation time table ServiceDefinitionTime to implement* Terminal 1-20 A Point Of Sale (POS) terminal refers to the hardware and software used for checkouts, serving 2 4 weeks as a tool to manage the selling process by a salesperson accessible interface. They are used in Terminal 21+4 8 weeks face-to-face transactions where both the customer and the card are present at the POS. Value Added VAR is a 3rd party, non-Wells Fargo entity which offers a merchant payment technical solution. 4 weeks Reseller (VAR)Authorization and settlement processing of these transactions is provided by Wells Fargo. Direct Connect Direct Connect allows you to connect to the processor for authorization and settlement via one 8 10 weeks of the two options: 1. MPLS Circuit Dedicated connection from your location into the processor. Requires a Cisco router owned by the processor. 2. VPN Dedicated connection from your location using the internet. Requires a Cisco router owned by the processor. Wells Fargo The Virtual Terminal is similar to an internet-based version of the credit card terminals used at 2 4 weeks Payment Gateway retail stores. You can use the Virtual Terminal to process orders by keying in the payment and customer information pertinent to the order or by swiping a card with a reader. (WFPG) Virtual Terminal WFPG Secure Acceptance is an internet-based hosted checkout experience. It consists of securely 4 8 Weeks Secure managed payment forms for processing transactions. You, the merchant, submit payments to Acceptance Secure Acceptance, which is specifically designed to accept electronic payments. WFPG API is an internet-based communication protocol that facilitates the transfer of information 8 12 Weeks Application between separate software applications. This allows you to create your own customized order Program Interface page and customer receipt to give you more control over your customers buying experience (API) Integration while connecting with WFPG to securely process your transactions. WFPG Decision Manager provides you with a real time risk score on every online transaction processed. 2 4 weeks Decision Manager This allows you to automate fraud management and takes steps to reduce your chargebacks and fraud losses. Decision Manager leverages over 60 billion transactions that Visa and CyberSource process annually, resulting in powerful insights and analytics to manage your risk and prevent fraud. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Your Wells Fargo team Relationship Manager eReceivables consultant or Sales Analyst Manages and supports your overall banking Introduces merchant solutions relationship Facilitates signing of legal contracts Relationship associate or Business associate Merchant implementation manager Supports your relationship manager Facilitates all aspects of the end to end Provides day to day customer serviceimplementation of new Merchant services and changes to existing services Treasury management sales consultant Coordinates training or Sales analyst Introduces treasury management solutions Wells Fargo merchant services Meets with you on a regular basis to review existing Provides day-to-day research and transaction services, discuss treasury management needs and support on existing accounts and services share industry best practices Assists with merchant product questions Coordinates ongoing merchant product training as needed All rights reserved. Member FDIC. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Wells Fargo Merchant Services RFP response conditions By responding to the RFP, Wells Fargo Merchant Services is not indicating our acceptance of any of the terms or conditions contained in the RFP, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response, and we expressly reject any terms or conditions in the RFP that purport to be binding on Wells Fargo Merchant Services by virtue of our proposal, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response. Instead, our proposal is intended to be a description of the services we are able to provide in response to the requirements described in the RFP including a firm commitment regarding the fees we would expect to receive for those services. If our proposal is accepted in principle, we are willing to negotiate mutually acceptable terms and conditions that shall govern our payment services relationship with the City. To this end, we are providing a link to a copy of our Program Guide (http://www.wellsfargo.com/downloads/pdf/biz/merchant/program-guide- gov.pdf), which we expect to become the final contract between Wells Fargo Merchant Services and the City with respect to our payment services, and we will consider in good faith any changes to the Program Guide that you may request. In addition, the City should be aware that the processing of credit and debit card transactions is subject to the terms, conditions, policies, and procedures of the ®® Visa and MasterCard Payment Networks and the non-bankcard issuers. A summary of many of the key elements of those Payment Network requirements is provided in the Operating Procedures section of the Program Guide. The terms, conditions, policies, and procedures of the Visa and MasterCard Payment Networks and the non-bankcard issuers are independently established and beyond the control of Wells Fargo Merchant Services to negotiate. Payment Network mandated fees and assessments are governed by the Payment Networks and are subject to change during the term of the contract and in accordance with the terms of the Program Guide. Wells Fargo’s pricing as provided in its response to this RFP is based upon the information provided by the City (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in Wells Fargo’s RFP response was created. In responding to this RFP, Wells Fargo only agrees to be bound to the pricing it provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by the City as of the date of the creation of that pricing, are accurate and unchanged. In the event that Wells Fargo is the successful bidder, and the City subsequently provides additional information to Wells Fargo that would affect it’s the pricing (including pass through fees paid by the City), Wells Fargo shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by the City. Further, should Wells Fargo be the successful bidder for this RFP, the City shall be required to execute a Final Pricing Terms document. Information contained in this response is valid for 60 days from the date of submittal. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM #1 RFP # 5955 SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON Issue Date: November 6, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Addendum #1 to be returned with Proposal The Schedule of Events and due date are revised as follows: 4.SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue Solicitation: 10/19/2015 Deadline for Submission of Questions: 11/6/2015 at 11:00 AM CST Deadline for Submission of Responses: 12/8/2015 at 11:00 AM CST Evaluate and rank initial results: 12/18/2015 Interview(s) with top ranked firms: 1/6/2016 Completion of Negotiations: 1/15/2016 Official Award: 2/2/2016 The City of Denton is using the solicitation Schedule of Events above as the official 30 day notification requirement for an interview with a firm. Please note that the due date for responses has been moved to December 8, 2015 at 11:00 AM. NO OTHER CHANGES AT THIS TIME. Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM #2 RFP # 5955 SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON Issue Date: November 17, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 5595 Debit/Credit Card and Electronic Check Processing Addendum # 2 Debit/Credit Card Processing 1. Who is the current incumbent for debit/credit card processing? 2. On a scale of 1 to 10 with 1 being extremely unhappy and 10 being extremely happy, how would you rank the incumbent? Th.The City is required to go through a formal solicitation process every five years. 3. We see you mentioned Paymentus in the RFP, is the winner of this contract to replace or work with Paymentus? (API) for debit/credit card payments made over the Internet and IVR (Interactive Voice Response) for Utility Billing (Customer Service) and the selected vendor would be expected to work with them.Paymentus also interfaces with North Star, the Utility Billing A/R system. However, the City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor. , the Building Inspections Department utilizes TrakIt and the Library utilizes Millenium/Sierra and the selected vendor will need to work with their software provider for debit/credit card payments made over the internet. 4. What CIS or cashiering software are you currently using? Each City department has software specific to their location which does not integrate into processing (POP/MOTO/Internet). 5. Are you looking for PIN Debit pricing? Yes. The City is not currently accepting PIN Debit transactions but would like to provide this service with the new contract and implementation of new EMV capable equipment. 6. Are you currently absorbing or are you charging the customer a convenience fee or both? The City currently has one internet location (Utility Billing) that charges a convenience fee but only for commercial accounts. All others are absorbing the processing fees. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 7. Are you currently offering eBill presentment and if so, who is the incumbent and what is the cost? The City does offer eBill presentment through eCares, a North Star product.The City is willing to review alternative solutions that may be proposed be a vendor. 8. If not doing eBill, on a scale of 1 to 5 with 5 being extremely important, how would you rank your desire for eBill? Not applicable, the City currently offers eBill. 9. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), please specify whether the e-payment solution and related transaction processing will be - the end-- The City currently has one internet location (Utility Billing) that charges a convenience fee but only for commercial accounts. All others are absorbing the processing fees. 10. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), please provide projected annual transaction volumes (by both the number of transactions (#) and by value of transactions ($-amount)), distributing the transaction volumes across the (1) payment methods (e.g., credit/debit card or e-check/ACH) and (2) payment channel (Web, Sale, etc.) that are envisioned for each application. The City has provided all volume and value information in Exhibit 1 Pricing Sheet included with the Request for Proposals. 11. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), for which electronic billing presentment is desired, how many bills are expected to be available for electronic presentment annually? The City only offers bill presentment for utility billing and approximately 86,000 bills are presented annually. 12. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), for which on site card payments are desired, how many Point of Sale (POS) credit card terminals are desired? The City desires to have 50 terminals. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 13. For how many unique utility service accounts does the City bill? How many utility bills are issued annually? This City has approximately 60,000 unique utility service accounts and approximately 700,000 utility bills are issued annually. 14. Which departments/application(s) (e.g., Utilities, Courts, Building Inspections, Library, etc.) does Paymentus support? Paymentus only supports Utility Billing (Customer Service) and serves as the API for Internet and IVR (Interactive Voice Response) payments.Paymentus also interfaces with North Star, the Utility Billing A/R System. 15. Does the City seek proposals for solutions that: (1) Support the processing of payments initiated through Paymentus or (2) Support payment initiation (in lieu of Paymentus) as well as the corresponding processing of payments? The City is willing to review all options as it relates to payments. The City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor. 16. Between which entities do system and Paymentus or (2) the Paymentus and the Merchant acquirer/processor? (Elavon) but only for Utility Billing. 17. Per the Solicitation Checklist, vendors should review Exhibit 3 Scope of Work. This Scope of Work document also contains questions. Do these questions require response as part of ed? The City requests a response to all questions, including those in the Scope of Work. The City prefers that responses to questions in the Scope of Work be provided in that document. 18. Per the RFP, responses should be limited to 200 pages. Does this include any appendices we may need to provide (e.g., sample reports, sample contract)? No, this does not included required supplemental information requested by the City. Please note that large files and zip files may not make it through our email system, or may take significant time to transmit via email. We request smaller documents to ensure receipt via email. Also, please note that the responses are due at the City by 11:00 A.M., C.S.T., large emails sent by respondents may not make it through our email until after DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F that time. We suggest you send smaller files and in plenty of time to clear the email server before 11:00 A.M., C.S.T. 19. ber 6 and responses are due Tuesday, November 17. This will not allow vendors much time to finalize their response after the City supplies responses. Would the City extend the deadline so vendors have adequate time to develop a comprehensive response? The due date for proposal has been extended and they are now due by 11:00 a.m. on December 8, 2015. 20. City be willing to contract with more than one vendor? The City is willing to review all options but prefers a single contract which may or may not involve the use of a third party partner to provide certain services. 21. Regarding Exhibit 1, can you confirm based on the pricing sheet you are processing approximately $73M in sales volume annually for both credit card and check? The City confirms that this is accurate based on the last 12 months of activity. 22. Regarding Exhibit 1, can you also confirm based on the pricing sheet you are processing approximately 2,277,576 transactions (credit card and check) annually? The City confirms that this is accurate based on the last 12 months of activity. 23. How many merchant accounts (MIDs) does the City process under today? The City has 48MIDs. 24. Do you currently use terminals? Can you provide us information on your point-of-sale terminals by location? What are the makes and models? Do you own or rent your terminals? Are they EMV compliant? equipment. The City desires to receive options for purchasing and/or leasing replacement equipment, including any special consideration a vendor might provide that would r owns the terminals. 25. What PIN pads are used today? Please provide the number of each, manufacturer, make and model and if owned, rented or leased. The City desires to replace all current equipment and has no PIN Pads in use. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 26. If any location is using a POS system, please provide the company name, product name, and version, including service packs of each system. The City utilizes ElavonConverge (previously, VirtualMerchant) system. 27. If any of the POS systems use a third-party payment software/middleware application, please provide the company name, product name and version, including service packs of each and the POS system it is used with. 28. If any of the POS systems use a third-party payment gateway, please provide the company name, product name and the POS system it is used with. The City (previously, VirtualMerchant) system which also serves as the payment gateway. 29. If a third-party payment gateway is used for web payment processing, please provide the company name and product name of the gateway and areas using this acceptance type. The City serves as the payment gateway. 30. If a third-party payment gateway is used for IVR payment processing, please provide the company name and product name of the gateway and areas using this acceptance type along with the company name and product name of the IVR system. The City does not utilize a third-party gateway for IVR payments. 31. If a payment gateway is used for over the counter, mail or telephone payment processing, please provide the company name and product name of the gateway, locations using this acceptance type and how it is used in conjunction with each acceptance method. The City serves as the payment gateway. 32. Who funds the City for Discover transactions today? Elavon funds all payment cards accepted by the City (Visa, MasterCard and Discover only). 33. Are you PCI compliant today and what is your PCI level? No. However, the City is working toward compliance for Level 3 processing. The City desires to receive card processing options that may assist with achieving compliance. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 34. Does any location use tokenization today? If so, please provide the tokenization method and product used. The City does not currently use tokenization but desires to implement tokenization in conjunction with award of this contract. 35. Does any location use point-to-point (P2P) or end-to-end (E2E) encryption today? If so, please provide the encryption method and product used. The City does not currently use encryption but desires to implement encryption in conjunction with award of this contract. 36. Do you have an EMV strategy? If so, what is your timeframe to implement and what solution and EMV devices (manufacturer, model name and number) are you considering? The City desires to implement EMV capable equipment in conjunction with award of this contract. The City is willing to review all equipment options. 37. Who is your current merchant card processor? When does your contract expire? Parks Department, is Elavon.The contract with Elavon is due to expire on May 31, 2016 but may be extended contingent on this Request for Proposals.The Libraries processor for internet transaction is PayPal. 38. What is the time frame of your current funding for payment of your settlement items? How are you funded wire or ACH? What depository bank are your funds settled to? The City prefers same day, or next day, bank is Wells Fargo although the contract expires on May 31, 2016. The City is currently in the process of conducting an RFP for bank depository services to be awarded at the same time as this contract. 39. Do you currently have a recurring billing process in place? The City does not currently have a recurring billing process for debit/credit card but is interested in implementing this service.The City does have a recurring billing process for e-check payments. 40. Do you have a need for B2B or Purchasing Card Level II and/or Level III? No. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 41. Do you currently charge a convenience fee for any of your payment acceptance processes? If so, do you use a single or two-transaction model? If you use a two-transaction model, who receives funding for the second transaction? The City charges a convenience fee for commercial accounts in Utility Billing only through a two-transaction model. Elavon receives funding for the second transaction. 42. Regarding Part 1, requirement 16. a., would a browser based interface be acceptable instead of a software based interface? Yes. 43. Regarding Part 1, requirement 17.b, is there a specific POS application or system that this device is required to interface with, and if so who will develop the interface to the computer? No. 44. Regarding Part 1, requirement 17. c., is there a specific POS application or system that will drive the printer? Who would develop the interface from the device response back to the Receipt Printer and/or POS system or application? There is no specific POS application or system that will drive the printer. The vendor will be responsible for any interfaces between receipt printer and POS system/application. 45. Regarding Part 1, requirement 18, are all of the requirements pertaining to the POS system requirement? The vendor will be responsible for all POS system updates. 46. upgrades at no cost? Yes. 47. Regarding Part 1, requirement 20. a., will the City accept email delivery of the reports to the Assistant Director of Finance? The City will accept email delivery of reports,if available. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 48. Will the City of Denton need new hardware/equipment or are they looking to use the existing system(s)? If so, can you provide what those are to ensure they are compatible. equipment. The City desires to receive options for purchasing and/or leasing replacement equipment, including any special consideration a vendor might provide that 49. Please describe the role Paymentus plays in your processing? Are all payments, both card and check, ran through this system? If so are you just looking for a backend processor or are you looking for replacements or alternatives to Paymentus? (API) for debit/credit card payments made over the Internet and IVR (Interactive Voice Response) for Utility Billing (Customer Service) and the selected vendor would be expected to work with them.Paymentus also interfaces with North Star, the Utility Billing A/R system. However, the City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor. Municipal Court utilizes Incode, the Building Inspections Department utilizes TrakIt and the Library utilizes Millenium/Sierra and the selected vendor will need to work with their software provider for debit/credit card payments made over the internet. 50. Ihave requested some information directly from Paymentus regarding the API but was wondering if there was a specific contact there we should be contacting? vendors in conjunction with this Request for Proposals. 51. You mention the Library runs through PayPal but you need a processor to handle the transactions, are you using the PayFlow pro product? Yes. 52. Can you please provide a. How many MIDs you currently have? 48. b. How many users you would need to have access to the systems? 100. c. Are the MIDs representative of different physical locations in the City or different departments within the City offices? Both. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Check Processing 53. Would the City be open to full service kiosks for the acceptance of checks at the point of purchase, instead of horseshoe bend-style check processor? The City is interested in reviewing any and all alternatives for check processing equipment at the point of purchase. However, the City is not interested in removing electronic check processing from its cash custodians at the point of purchase. 54. Who is the current incumbent for check processing? Check Processing is Elavon. 55. Are all check types authorized through your current vendor? Only personal and commercial checks are processed through Elavon. All others are manually deposited to Wells Fargo. 56. telephone number? The City information to Elavon. 57. Do you currently accept checks through your website? The City currently does accept checks through its website. The City is willing to review options for this service. 58. Please provide an outline of what reports you currently use so we can provide recommendations. The City requests that prospective vendors submit samples of their standard reports to 59. How do you currently collect on returned/bad checks today? The City utilizes a third-party collection agency for returned/bad checks. 60. Is it your policy to require: a. Checks be imprinted with a name (non-starter checks) No, the City does accept temporary checks. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F b. Address to be included on the check, either imprinted or written Yes. c. Phone number, either imprinted or written Yes. d. Driver License number recorded on check Yes. 61. Are checks returned to a consolidated return account or to the banks at which they are deposited? Checks are returned to the accounts at which they were deposited. 62. Regarding Part 2, requirement 4: a. via the Paymentus API and what processors are the API certified to interface with. North Star, A/R system for Utility Billing and Elavon, card processor. b. Are there any third-party gateways or systems the API requires? No. c. If so please provide company names and product names? N/A. d. What payment types and acceptance types are certified? Visa, MasterCard and Discover. e. Is this Internet based only or does it include over-the-counter? Internet and IVR. f. Is the API EMV certified, and if so to which processors? Paymentus is PCI and EMV certified. The City does not have a full list of processors to which Paymentus is certified other than Elavon. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F g. The City requests technology specifications for all proposed systems and services. We consider this information to be proprietary. Would you be willing to sign a non- disclosure agreement? Yes. 63. Regarding Part 2, requirement 5. a., please identify all existing hardware/software used in this service today, including company name, product name and versions including any service packs, number of each and length of time owned. The City desires to replace all check processing equipment in conjunction with this Request for Proposals. 64. Do you currently offer an ACH/E-Check option for your customers to process online? The City current does offer an ACH/E-Check option through its website. However, the City is willing to review options that may replace the current system. 65. As a provider of Remote Deposit Capture services to financial institutions and direct customers, we feel our product is unique in that we can integrate directly into the banks core processing platforms for speed of funding and presentment of data. That being said, we wanted to ensure that a company like ours that provides RDC outside of a financial institution would be considered for the RFP. The City is willing to review all options for RDC processing of checks. 66. Are all checks presented in a paper format and then converted or are you also looking for a verification/guaranty product for electronic of telephone checks? The City does not accept checks by telephone. 67. Our current ECS imagers are flat feed style RDM terminals and not horse shoe bend style, would you consider these as an alternative? The City desires to replace all check processing equipment in conjunction with this Request for Proposals and will consider all options. rd There will be a 3Addendumto follow. Staff is still working on answeringeight (8) questions and preparing an attachment. NO OTHER CHANGES AT THIS TIME. Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM #3 RFP # 5955 SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON Issue Date: November 20, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 5595 Debit/Credit Card and Electronic Check Processing Addendum # 3 Debit/Credit Card Processing 1. What is your annual credit card processing volume by card type and PIN debit? was 300,000 transactions totaling approximately $52 million over a 12 month period. The City does not currently process PIN debit transactions. The City processed 6,500 Discover transactions totaling approximately $815,000. The City was unable to receive a breakdown of MasterCard and Visa transactions but processed a combined total of 293,500 transactions totaling approximately $51 million. 2. What is your annual number of transactions by card type and PIN debit? See response above. 3. Would you be willing to share 3 months worth of current processing statements so that we can analyze card mix and qualification levels? The statements are attached. Electronic Check Processing 4. What is the dollar or number of checks returned and set for warranty (guarantee) claims? This information is not currently available for the four electronic check conversion with guarantee MIDs at the Police Department. 5. What types of checks are accepted in the store and their approximate percentage of tender? Personal and Commercial checks are accepted. The percentage of tender is not currently available. 6. What is the current annualized check volume, by number of items and dollar value, presented in your stores, including checks declined for authorization? The City has processed approximately 17,000 checks totaling $11.5 million over a 12 month period. The City processes checks electronically at the following locations: Utility Billing, Municipal Court, Building Inspections, Police Department, Parks, Libraries, Finance Department, Animal Shelter, and Landfill. 7. What is the total volume, by number and dollar amount, of returned items? This information is not currently available. RFP 5955 Addendum 3 Page 2 of 3 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Contract 5955 Exhibit F 8. What percentage of returned checks (by number and dollar amount) that are submitted for collection are collected? This information is not currently available. NO OTHER CHANGES AT THIS TIME. Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. RFP 5955 Addendum 3 Page 3 of 3 DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Certificate Of Completion Envelope Id: DD637CAAEAB84825889EE40DD2A27545Status: Sent Subject: City Council Docusign Item - 5955 - Telecheck Source Envelope: Document Pages: 176Signatures: 1Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 6/8/2016 11:20:10 AM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. 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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. Certificate Of Completion Envelope Id: 872771A444B6459D94CCEF5C56F7BEE7Status: Completed Subject: Please DocuSign: 5955- telecheck contract Source Envelope: Document Pages: 182Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 6/15/2016 4:24:56 PM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp John KnightSent: 6/15/2016 4:28:43 PM john.knight@cityofdenton.comViewed: 6/15/2016 4:46:57 PM Deputy City AttorneySigned: 6/15/2016 4:47:07 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 6/15/2016 4:47:10 PM Completed julia.winkley@cityofdenton.comViewed: 6/22/2016 9:07:37 AM Contracts Administration SupervisorSigned: 6/22/2016 9:07:53 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: George C. CampbellSent: 6/22/2016 9:07:57 AM george.campbell@cityofdenton.comViewed: 6/22/2016 3:52:57 PM City ManagerSigned: 6/22/2016 3:53:16 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer WaltersSent: 6/22/2016 3:53:19 PM jennifer.walters@cityofdenton.comViewed: 6/23/2016 8:52:26 AM City SecretarySigned: 6/23/2016 9:04:11 AM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Sherri ThurmanSent: 6/15/2016 4:28:43 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin FoxSent: 6/22/2016 9:07:56 AM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane RichardsonSent: 6/23/2016 9:04:13 AM jane.richardson@cityofdenton.comViewed: 6/29/2016 1:22:07 PM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer BridgesSent: 6/23/2016 9:04:14 AM jennifer.bridges@cityofdenton.comViewed: 6/23/2016 10:53:20 AM Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Antonio PuenteSent: 6/23/2016 9:04:15 AM Antonio.Puente@cityofdenton.comViewed: 6/29/2016 10:49:33 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Tanya AlcalaSent: 6/23/2016 9:04:17 AM Tanya.alcala@firstdata.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/23/2016 9:04:17 AM Certified DeliveredSecurity Checked6/23/2016 9:04:17 AM Signing CompleteSecurity Checked6/23/2016 9:04:17 AM Envelope Summary EventsStatusTimestamps CompletedSecurity Checked6/23/2016 9:04:17 AM 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. 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: kevin.gunn@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 kevin.gunn@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 kevin.gunn@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 kevin.gunn@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.