21-2689ORDINANCE NO. 21-2689
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
WELLS FARGO MERCHANT SERVICES, LLC, FOR DEBIT/CREDIT CARD PROCESSING
FOR ALL CITY DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7436 —AWARDED TO WELLS
FARGO MERCHANT SERVICES, LLC, IN THE FIVE (5) YEAR NOT -TO -EXCEED AMOUNT
OF $5,000,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for
debit/credit card processing for all City departments; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the "Request Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
7436 Wells Fargo Merchant Services, LLC $5,000,000.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. That should the City and person submitting approved and accepted items wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; 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, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their 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 bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seconded by 7ij c'%
o—<\ b eCVi . This ordinance was passed and approved by the
following vote —2 - p1:
PASSED AND APPROVED this the ) day of be.Cembe.-i , 2021.
GERARD HUIAPETH, MAYOR
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
V
Vicki Byrd, District 1:
✓
Brian Beck, District 2:
Jesse Davis, District 3:
V
Alison Maguire, District 4:
✓
Deb Armintor, At Large Place 5:
./
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ) day of be.Cembe.-i , 2021.
GERARD HUIAPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Marcella
Lunn
DN: cn=Marcella Lunn, o,
ou=City of Denton,
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BY:
11f1 email=marcella.lunn@cityofde
—-aFea.com, �IJS
Date: 2021.11.23 11:26:44
-06'00'
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
1 CITY
0F L
DENTON
Docusign City Council Transmittal Coversheet
RFP
7436
File Name
Merchant service
Purchasing Contact
Erica Garcia
City Council Target Date
DECEMBER 14, 2021
Piggy Back Option
NO
Contract Expiration
DECEMBER 14, 2026
Ordinance
21-2689
E
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS, WELLS FARGO MERCHANT SERVICES, LLC
(CONTRACT 7436)
THIS CONTRACT is made and entered into this date December 14 , 2021, by and
between WELLS FARGO BANK, N.A. (Bank) and WELLS FARGO MERCHANT SERVICES,
LLC (Processor) a corporation, whose address is 1445 Ross Ave, Suite 2314, Dallas, TX 75202,
hereinafter Bank and Processor collectively referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services described in the City's document RFP
7436 — Merchant Services, a copy of which is on file at the office of Purchasing Agent and Bank's
response to the RFP, hereinafter referred to as the "Application", are incorporated herein for all
purposes. The Contract consists of this written agreement and the following items which are
attached hereto and incorporated herein by reference:
(a) Amendment to Wells Fargo Merchant Services Terms and Conditions (Exhibit
«A»).
(b) City of Denton's RFP 7435 (except to the extent Contractor took specific exceptions
in the Contractor's Proposal) (Exhibit "B" on, File at the Office of the
Purchasing Agent);
(c) City of Denton's Standard Terms and Conditions (Exhibit "C")
(d) Contractor's service agreements, policies and documents as may be required and
approved by the parties (collectively, the "Contractor Agreements") (Exhibit "D"
which currently includes items 1-4 below):
1. Wells Fargo Merchant Services Terms & Conditions WFB 0920C
("Terms and Conditions");
2. Updated Wells Fargo Merchant Services Pricing Terms Schedule
(Pricing Terms);
3. Service Fee Addendum; and
4. Wells Fargo Payment Gateway Pricing;
(e) Contractor's Proposal (Exhibit "E");
(f) Insurance Requirements (Exhibit "F");
(g) Certificate of Interested Parties Electronic Filing (Exhibit "G"); and
(h) Form CIQ — Conflict of Interest Questionnaire (Exhibit "H");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to this written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as "Contract Documents."
Prohibition on Contracts with. Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements
under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with listed
companies that do business with Iran, Sudan, or a foreign terrorist organization. Except as
permitted under federal law, by signing this agreement, Contractor certifies that Contractor's
signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is
not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
IN WITNESS WHEREOF. the parties of these presents have executed this agreement in
the year and day first above written.
SIGNATURE
Printed Name: Corby Gordon
Title: SVP, Account Management
Phone: 336-793-7120
EMAIL ADDRESS:
corby.gordon@wellsfargo.com
N/A: Exempt
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by:
Assaati & 6- Cassandra Ogden
E7FF20C194EA4F9...
SIGNATURE PRINTED NA�MF
Director of Finance
TITLE
Finance
Dr:PARTVIENT
Document Number: 21897285
Contract # 7436
DocuSigned by:
BY:
SARA HENSLEY
INTERIM CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
DocuSibgned by:
J+� f+.tidi
BY,. Cd1CSCA8C5E175493...
APPROVED AS TO LEGAL FORM:
Mack Reinwand, City Attorney
DocuSigned by:
BY: i�LaY'Gt.�,a. (,ulnae,
DocuSign Envelope ID: 1794C129-3078-4313-B375-DF031986612C
Exbibit A
Amendment to Wells Fargo Merchant Services Terms and Conditions
1. Total Contract Amount
The contract total for services (excluding pass-through fees, Card Organization Fines, interchange,
assessments, and equipment purchases) shall not exceed $5,000,000.00. Notwithstanding anything
to the contrary in this Section 1, you acknowledge and agree that nothing in this Section 1 is
intended to limit your obligation to pay or reimburse us for chargebacks, refunds or Card
Organization Fines, fees or assessments or other amounts, whether or not such pass-through type
fees exceed $5,000,000.00. Pricing Term Schedule shall be per Exhibit E attached.
2. Settlement of Card Transactions
Section 4.2 is amended by adding the following at the end of the Section: "Alternatively, we may
elect to invoice you for any such amounts, net due 30 days after the invoice date or on such earlier
date as may be mutually agreed upon by the parties."
3. Contract Terms
Section 14.2 shall be deleted in its entirety and replaced as follows: "The initial contract term will
be five (5) years, effective from date you submit your first transaction to us. After the initial term,
the Agreement may be further extended as needed, not to exceed a total of six (6) months. Any
such extension shall be reviewed by Contractor in writing and signed by both parties to this
Agreement.
4. Reserve Account; Security Interest
Section 15.1 shall be deleted in its entirety and replaced as follows: "As of the Effective Date of
this Agreement an initial Reserve Account is not required. You authorize us to establish a Reserve
Account, at our discretion, in an amount to cover our projected need for protection. The purpose
of the Reserve is to protect us against the risk of existing or anticipated losses associated with any
and all transactions and Card Organization fines/fees (e.g., fines, fees, assessments, interchange,
etc.) or other obligations under this Agreement. If we reasonably determine that it is necessary to
establish or change the amount required to be held in the Reserve Account during the Term of this
Agreement, we will make such request to you in writing and provide an explanation that the
requested Reserve Account amount shall be determined in our sole discretion but will generally
be based on: (1) your Chargebacks history up to 9 months; (2) credits/adjustments history; (3) the
value of any goods and/or services billed in advance of fulfillment; (4) the amount of any fees or
discount due us under this Agreement; (5) the amount of any current or anticipated Card
Organization Fines; and (6) our reasonably anticipated risk exposure under the Agreement. The
calculation for the credits and Chargeback portion of the Reserve Account will be based upon your
average monthly Chargebacks and credits history. When possible and at our discretion, we shall
review the Reserve Account calculation on a periodic basis, and increase or decrease the Reserve
Account amount, as applicable."
5. Indemnification
Section 17.1 shall be deleted in its entirety and replaced as follows: "As authorized by the
Constitution and laws of the State of Texas, including but not limited to Article 3 Section 52 and
Article 11 Section 7 of the Texas Constitution, you represent that you cannot enter into a contract
whereby it agrees to indemnity or hold harmless any other party; therefore, all references of any
kind to indemnifying, holding or saving harmless for any reason whatsoever is of no effect.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Notwithstanding anything to the contrary in this Section 17. 1, you acknowledge and agree that
nothing in this Section 17.1 is intended to limit your obligation to pay or reimburse us for
chargebacks, refunds or Card Organization Fines, fees or assessments or other amounts.
6. Choice of Law and Governing Law:
Section 22.1 shall be deleted in its entirety and replaced as follows: Our Agreement shall be
governed by: (a) U.S. federal law and (b) the laws of the State of Texas.
7. Jurisdiction and Ventre:
Section 22.2 shall be deleted in its entity and replaced as follows: The exclusive venue for any
actions or Claims arising under or related to this Agreement will be in the appropriate state or
federal courts located in Denton County, Texas. The foregoing, however, shall not be construed or
interpreted to limit or restrict the right or ability of a party to seek and secure injunctive relief from
any competent authority as contemplated herein.
8. Confidentiality:
Section 11 is amended by adding a new section 11.9 as follows: In order to provide the Services
to the you, we may require access to certain of your and/or your licensors' confidential information
(including inventions, employee information, trade secrets, confidential know-how, confidential
business information, and other information which the City or its licensors consider confidential)
(collectively, "Your Confidential Information"). We acknowledge and agree that the Your
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of Your Confidential Information will
substantially injure the City and/or its licensors. We (including its employees, subcontractors,
agents, or representatives) agree that we will maintain the Your Confidential Information in strict
confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use Your
Confidential Information without your prior written consent in a manner not expressly permitted
under this Agreement, as required to provide the Services or by the Card Organizations, unless the
Confidential Information is required to be disclosed by law or an order of any court or other
governmental authority with proper jurisdiction, provided the we promptly notifies the you (to the
extent allowed by such authority) before disclosing such information so as to permit the you
reasonable time to seek an appropriate protective order. We agree to use protective measures no
less stringent than we use within its own business to protect our own most valuable information,
which protective measures shall under all circumstances be at least reasonable measures to help
ensure the continued confidentiality of Your Confidential Information.
9. Section 4.2 shall be deleted in its entirety and replaced as follows:
"4.2 All fees for Services will be invoiced to you net 30 in accordance with your Pricing Terms
Schedule or subsequent communications. All settlements for Card transactions will be net of any
credits, Summary Adjustments, applicable discount fees when due, Chargebacks and any other
amounts due from you. We may set off from any payments otherwise due, any amounts owed to
any of our Affiliates, whether or not arising out of or related to this Agreement."
10. Section 5 Exclusivity, shall be deleted in its entirety.
11. The second sentence of Section 6.2 shall be amended to read:
"If the actual volume or average transaction size are not as expected or if you significantly alter
your method of doing business, we may adjust your fees for Services upon thirty (3 0) days' prior
written notice."
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
12. Section 9.1 Representations and Warranties, Disclaimer, shall be amended by adding the
following at the beginning of the Section:
"9.1 Subject to Texas law and without waiving any applicable immunity"
13. Section 11.4 Confidentiality, shall be deleted in its entirety and replaced with the following
"Subject to applicable records retention policies and the laws of the State of Texas, upon our
request, you will return to us, or at our direction, destroy all our confidential information in your
possession or control. You recognize that we must follow its record retention policy and regulatory
obligations"
14. Section 11 Confidentiality, shall be amended by adding a new Section 11.9 and 11.10 as
follows:
"Section 11.9 Notwithstanding the above, we understand that you may be required to release
certain information provided under this Agreement, in accordance with the Texas Public
Information Act, Tex. Gov't Code Chapter 552, and other applicable law or court orders. If
requested in writing, and to the extent not exempt from disclosure under the Texas Public
Information Act, we shall make public information related to this Agreement available to you, and
any portions of records claimed by the us to be proprietary must be clearly marked as such."
15. Section 12 Use of Cardholder Data and Card Organization Information Restrictions, the
following will be added after Section 12.3:
"Section 12.4 Notwithstanding the above, we understand that you may be required to release
certain information provided under this Agreement, in accordance with the Texas Public
Information Act, Tex. Gov't Code Chapter 552, and other applicable law or court orders. If
requested in writing, and to the extent not exempt from disclosure under the Texas Public
Information Act, we shall make public information related to this Agreement, available to you,
and any portions of records claimed by the us to be proprietary must be clearly marked as such."
16. The last sentence in Section 13.1 Assignments, shall be deleted in its entirety and replaced as
follows:
"You will be responsible for paying or reimbursing us for all: Chargebacks, expenses, costs, our
fees and Card Organization Fines arising from such transferee's or assignee's Submission of Card
transactions to us."
17. Section 13.3 Assignments, shall be amended as follows:
"..., to any third parry, without your consent or prior written notice; however, we will provide
notice as soon as reasonably practicable after any such assignment or transfer."
18. Sections 14.3 and 14.11 shall be amended to require sixty (60) days written notice to City.
19. Section 14 shall be amended by adding a new Section 14.13 as follows:
"14.13 We acknowledges and agrees that the awarding or continuation of this Agreement is
dependent upon the availability of funding. The absence of appropriated or other lawfully available
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
funds shall render the Agreement terminated. You agree to provide us with written notice of such
termination or unavailability of fund. You acknowledge and agree that we shall have no obligation
to continue to provide the Services if funds are not provided. Notwithstanding anything to the
contrary in this Section 14.13, you acknowledge and agree that nothing in this Section 14.13 is
intended to limit your obligation to pay or reimburse us for chargebacks, refunds or Card
Organization Fines, fees or assessments or other amounts."
20. Section 14.9 shall be amended to remove the following:
"You agree to waive and hold us harmless from and against all Claims which you may have as a
result of such reporting."
21. Section 17.1 Indemnification, shall be deleted in its entirety and replaced as follows:
"As authorized by the Constitution and laws of the State of Texas, including but not limited to
Article 3 Section 52 and Article 11 Section 7 of the Texas Constitution, you represent that you
cannot enter into a contract whereby it agrees to indemnity or hold harmless any other party;
therefore, all references of any kind to indemnifying, holding or saving harmless for any reason
whatsoever is of no effect. Notwithstanding anything to the contrary in this Section 17.1, you
acknowledge and agree that nothing in this Section 17.1 is intended to limit your obligation to pay
or reimburse us for chargebacks, refunds or Card Organization Fines, fees or assessments or other
amounts."
22. Our Agreement shall be governed by: (a) U.S. federal law and (b) the laws of the State of
Texas.
23. Section 22.2 Venue, shall be deleted in its entirety and replaced as follows:
"The exclusive venue for any actions or Claims arising under or related to this Agreement will be
in the appropriate state or federal courts located in Denton County, Texas. The foregoing, however,
shall not be construed or interpreted to limit or restrict the right or ability of a party to seek and
secure injunctive relief from any competent authority as contemplated herein."
24. Section 22.4 Statute of Limitations, shall be deleted in its entirety.
25. Section 22.6 Force Majeure, shall be amended to insert the following at the end of the Section:
"We will promptly notify Denton Procurement Manager by telephone (to be confirmed in writing
within five (5) calendar days of the inception of such occurrence) and describe at a reasonable
level of detail the circumstances causing the non-performance or delay in performance."
26. Section 22.17 Electronic Notices, shall be amended to by adding a new subsection (c), as
follows:
"22.17(c) All electronic notices shall be sent to treasury@cityofdenton.com."
27. Debit Services Schedule, Section 2, shall be deleted in its entirety and replaced with the
following:
"All fees and settlements for your Debit Card transactions will be invoiced to the City net 30 in
accordance with your Pricing Terms Schedule or subsequent communications."
28. The Electronic Benefits Transfer Services Schedule shall be deleted in its entirety.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3078-4313-B375-DF03198F612C
29. The Equipment Purchase Services Schedule, Section 2.2, shall be amended to provide the
following:
"We acknowledge that we have received the most recent copy of your tax -exemption certificate
and that you are a tax-exempt entity and fees for the Equipment Purchase Service shall not include
Federal excise taxes, State taxes, or city sales taxes, or any similar taxes. You agree to furnish a
tax exemption certificate upon request."
30. Exhibit D(2) Updated Pricing Terms, Page One shall be amended to remove both references
to Electronic Benefits Transfer (EBT).
31. Service Fee Addendum to Wells Fargo Merchant Services Agreement shall be amended as
follows:
a. Section 3.2 shall be amended to read:
"Wells Fargo may adjust the Service Fee upon sixty (60) days written notice to you."
b. Section 3.3 shall be amended to read:
"The Service Fees may also be adjusted upon sixty (60) days written notice to you."
c. Section 4 shall be replaced in its entirety with:
"Eligible Transactions. The parties agree that the Service Fee shall only apply in connection with
an "Eligible Transaction" as defined by the assigned Merchant Category Cod (MCC). At time of
signing, no Eligible Transactions have been selected.
a. Section 9.1 shall be amended to read: "Wells Fargo may terminate this Addendum and the
Client Service Fee Services for its convenience with sixty (60) days written notice to
Customer."
b. Section 10 shall be deleted in its entirety and replaced with:
"10. Client Representations and Warranties. Subject to the laws of the State of Texas and
without waiving any applicable immunity, Client represents and warrants that under Texas
law, Bank is permitted to collect a Service Fee for Eligible Transactions on behalf of Client as
set forth in this Addendum during the term of this Addendum. Subject to Texas law and
without waiving any applicable immunity, Client further represents that under Texas law the
Service Fee under this Addendum may be applied to any type of Card transaction, including
without limitation Credit Card and Debit Card transactions at all times during the term of this
Addendum."
32. Special Provisions Regarding Clover Service is intentionally removed in its entirety.
TeleCheck Verification and Warranty is intentionally removed in its entirety.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. See Section 14.2 of the Terms and Conditions.
3. WORKFORCE. —Intentionally omitted.
4. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS. Intentionally omitted.
5. TRAVEL EXPENSES—Intentionally omitted.
6. RIGHT TO AUDIT. Upon reasonable advance written notice, Contractor will permit you to
inspect Contractor's business books and records for the limited purpose of verifying compliance
with the financial and record-keeping requirements of this Agreement. Notwithstanding the
foregoing, nothing in this Agreement authorizes you to have any on-site access to any of our secure
data, computer systems, network architecture, information security systems and procedures or
secure facilities. .
7. SUBCONTltACTOIZS Intentionally omitted.
8. WARRANTY-PRICE—Intentionally omitted.
9. WARRANTY — SERVICES—Intentionally omitted.
10. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
Document Number: 21897286
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DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
11. CITY'S TERMINATION RICHT - FOR CAUSE: In the event of a default by the
Contractor, the City shall have the right to terminate the Contract for cause, by written notice
effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless
the Contractor, within such thirty (30) day period, cures such default, or provides evidence
sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In
the event of termination for cause under this Section 11, the City may remove the Contractor from
City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified
for up to three (3) years.
12. CITY'S TERMINATION RIGHT - WITHOUT CAUSE: The City shall have the right to
terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days'
prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease
all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of
termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise
legally available for such purposes, for all goods delivered and services performed and obligations
incurred prior to the date of termination in accordance with the terms hereof. Notwithstanding
anything to the contrary in this Section 12, the City acknowledge and agree that nothing in this
Section 12 is intended to limit the City's obligation to pay or reimburse Contractor for
chargebacks, refunds or Card Organization Fines (as defined in the Terms and Conditions), fees
or assessments or other amounts.
13. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
14. DELAYS—Intentionally omitted
15. INDEMNITY—Intentionally omitted
16. REUMBURSEMENT: Any requirement and/or language requiring the City to "indemnify"
or "hold harmless" Wells Fargo, or other similar phrases or concepts, found in the Contractor
Agreements, shall be replaced by the word "reimburse". Any such provision so changed shall be
subject to the laws of the state of Texas and shall be without waiver of any applicable immunity
held by the City.
17. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed
to, as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages and endorsements
required to the City as verification of coverage prior to contract execution. Failure to provide the
required Certificate of Insurance may subject the Offer to disqualification from consideration for
award. The Contractor must also forward a Certificate of Insurance to the City whenever a
previously identified policy period has expired, or an extension option or hold over period is
exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or
decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of
liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by companies
licensed to do business in the State of Texas at the time the policies are issued and shall be written
by companies with A.M. Best ratings of A- VII or better. The City will accept workers'
compensation coverage written by the Texas Workers' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the
following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured
shown on any policy. It is intended that policies required in the Contract, covering both the City
and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall
carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess
Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
x. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if
any, stated in policies.
xi. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of
erosion of the aggregate limits below occurrence limits for all applicable coverages indicated
within the Contract.
xii. The insurance coverages specified in within the solicitation and requirements are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
18. CLAIMS —Intentionally omitted
19. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
20. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL—Intentionally
omitted.
21. CONFIDENTIALITY—Interstionally omitted.
22. ADVERTISING—Intentionally omitted.
23. NO CONTINGENT FEES Intentionally omitted.
24. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
25. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
26. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
27. ASSIGNMENT-DELEGATXON—Intentionally omitted
28. LVAIVER: —Intentionally omitted.
29. MODIFICATIONS: —Intentionally omitted.
30. INTERPRETATION: —Intentionally omitted.
31. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
attempt in good faith to resolve all disputes informally. If agreed to by both parties, alternate
methods of dispute resolution, such as mediation, may be utilized. The parties will utilize the
dispute resolution procedures laid out in the Contractor Agreements if any formal dispute
resolution is needed.
32. JURISDICTION AND VENUE: —Intentionally omitted.
33. STATUTE OF LIMITATIONS: Any claim in connection with accounts and services which
are subject to this Contract, unless a shorter period of time is expressly provided, must be brought
against either party within the time provided by the applicable statute of limitations.
34. INVALIDITY: —Intentionally omitted
35. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Da observed
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3078-4313-8375-DF031986612C
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas, or his authorized designee.
36. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
37. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub -awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of
Denton.
38. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
39. RIGHT TO INFORMATION: The City reserves the right to request access to Contractor's
business books and records for the limited purpose of verifying compliance with the financial and
record-keeping requirements of this Agreement. Notwithstanding the foregoing, nothing in this
Agreement authorizes you to have any on-site access to any of our secure data, computer systems,
network architecture, information security systems and procedures or secure facilities.
40. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
contractor. The parties acknowledge that for Business Licensing purposes, federally chartered banks
are exempt in Texas.
41. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: —Intentionally
omitted
42. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City shall not be liable to
Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3078-4313-8375-DF031986612C
federal or State withholding requirements. Contractor shall indemnify the City and shall pay all
costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
43. DRUG FREE WORKPLACE: The Contractor shall comply with the applicable provisions
of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
44. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: —
Intentionally omitted.
45. FORCE MAJEURE: –Intentionally omitted.
46. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
47. NO WAIVER OF SOVE REIGN I1VIM UNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law. This
provision would be deemed to be incorporated into all the Contractor Agreements as such term is
defined in the Contractor Agreements.
48. RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records in accordance with its enterprise
records retention policy, which includes considerations for regulatory requirements. The
Contractor shall grant access to all books, records and documents pertinent to the Contract to the
CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review
records due to federal funds being spent under the Contract, for the limited purpose of verifying
compliance with the financial and record-keeping requirements of the Contract. Notwithstanding
the foregoing sentence, nothing in this Contract gives rise to a right, expectation, or other
entitlement on the part of City, CPA, the State Auditor of Texas, or any federal governmental
entity, to inspect, examine, or visit any Contractor data center, facilities, systems, networks or
equipment; or (2) any technology documentation, test or scan results, or any other artifact relating
to Contractor's security practices.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Exhibit D
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Confirmation Page
This Confirmation Page documents your acceptance of the Agreement. The following information summarizes portions of
the Agreement in order to assist you in answering some of the questions most commonly asked.
• Your fees for certain Services set forth in this Agreement are based on the interchange rates set by the Card
Organization. Any transactions that fail to qualify at your anticipated interchange levels will be charged an additional
fee.
• We may debit your bank account for amounts owed to us.
• Chargebacks may occur for many reasons. When they occur we will debit your settlement funds or Settlement
Account. For more details refer to the Operating Rules.
• If you dispute any charge orf unding, you must notify us within 60 days of the date of the merchant statement with
the disputed charge or funding.
• The Agreement limits our liability to you as described in the Terms and Conditions and applicable Schedules.
• We have assumed certain risks by agreeing to provide you with the Services. To mitigate our risk we may terminate
the Agreement, hold monies otherwise payable to you, or take other actions as permitted in the Agreement.
• By entering into the Agreement you are authorizing us to obtain financial and credit information regarding your
business and the signers and guarantors of the Agreement until all your obligations to us are satisfied.
Bank's contact information: Wells Fargo Bank, N.A., PO Box 6079, Concord, CA 94524 or call 1-800-451-5817
Important bank responsibilities:
• the only Entity approved to extend acceptance of Card Organization products directly to a merchant;
• must be a principal (signer) to the Agreement;
• responsible for educating merchants on pertinent Visa and Mastercard Rules with which merchants must comply, but
this information may be provided to you by Processor;
• responsible for and must provide settlement funds to the merchant; and
• responsible for all funds held in reserve that are derived from settlement.
Important merchant responsibilities:
• ensure compliance with cardholder data security and storage requirements;
• maintain fraud and chargebacks below Card Organization thresholds;
• review and understand the terms of the Agreement;
• comply with Card Organization Rules and applicable law and regulations; and
• keep a signed copy of this Confirmation Page.
Your IRS filing name:
By signing below, you acknowledge that you have received the Application, the Terms and Conditions (version WFB0920c), the Operating Rules (version WFB0920), this
Confirmation Page and Schedules all of which are incorporated into the Agreement. You represent and warrant that (a) all information provided in the Application is true and
complete and properly reflects the business, financial condition, and principal partners, owners, or officers of yours; and (b) the persons signing the Application and this
Confirmation Page are authorized to bind you to all provisions of the Agreement. You accept the Agreement and agree to comply with all its terms. Upon our receipt of the
signed Confirmation Page, the Application for merchant processing services will be reviewed. You understand that the Application is subject to our approval. A copy of the Terms
and Conditions is available atwellsfargo.com/termscustom0920 and the Operating Rules is available atwellsfargo.com/operatingrules.
by:[D—Siqn.d
Interim City Manager
5238DB29B270d23
Authorized signer (please sign above) Title
Sara Hensley 12/15/2021
Printed name of authorized signer Date
WFB0920c
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
'*CONFIDENTIAL**
Wells Fargo Merchant Services, L.L.C: CUFMS") -Pricing Tense
City of Denton / Corp 225960127954
Proposal Date: 0811212021
Acurunt Manager: Steven Le
Assumptions
al Card Processing Volume $101,174,796
D. MasterCardO, Discover® Network Card and PIN Debit)
ge Transaction Size $202
er of Locations 37
gated Interchange 10 Levels Public SectorIGNP: 033 D20/0341307
Utility. 024 0481053/324
Code Various - Refer W "Additional Notes" Section of Pricing Terms
Description Various - Refer to Additional Notes" Section of Pricing Terms
can Express® Industry Type NIA
vert Network Card Program Yes
nun ications Method line charges quoted "gararaly Frame Relay/ IPN
my Otter Gateway - Direct Bill to Client
a Onlion Interchange +Assessments + Rate +Authorizations
VN QV IL VOIW FVY Vasil 13$ , �
Interchange Plus the Following Fees:
0.0160A On Gross Visav, MasterCard®, Discoverer Network Card and American Express Sales
$0.01 On each AuthorizationtEDC attempt (as defined below) 3
PIN Debit
$0.015 Per PIN Debit Transaction (applies to completed and declined transactions)
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.
Appiicable Fee Schedules:
Payment Networks Qualification Matrix https:llwww.wellsfargo.comlbbTinterahangeplus
Payment Networks Pass -'through Fees https:llwww.welisfa►go.eorWbiz/rrtemhantpassthroughfees
Wells Fargo Fixed Acquirer Network Fee for VisaO Accepting Marchants hltps:llwww.welisfargo.conVvisanetworkfee
PIN Debit Networks Fee Schedule IN applicable) https9fwww.wellsfa►go.comlbtalmomhantdebitfees
Merchant Statement Fee Description Glossary https:/lwww.wellafargo.conVinterchangefeegtossary
Dues, assessments and pass-through fees are disclosed in the schedules above.
Fee schedules are updated periodically. To obtain the current applicable fee schedules, as well as a glossary of fee descriptions that may appear
on your merchant statement, please refer to the URLs above for more information. Additional schedules apply If your Pricing Option is
Fixed (Not-Qual Fees). If you have questions or cannot access the schedules, please contact your Merchant Card Representative and
request that a copy of the appiicab]e fee schedules be mailed or taxed to you.
As noted in your Merchant Agreement, Payment Networks Change their rates/fees from time to time. They are likely to revise ratestfees in April and
October, but this timing is subject to change. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the
URLs above or request an updated schedule.
n►r.e.o...raa.r..n saw
Set -Up Fee � -- W
5
- �ertacatian
Month M_inimumProcessina Fee°
$
per month
Cha ebackFee?
– $ ___AN
rcharq, b
Mgnth Service V (per locations
$
- permo st! -_
Statement Billing Fee P_ aper Statement) °
$-
-__der month
ACH Refect Fee
$
10.00�per reject -
_
Voice Authorization Fee _ _ _
5
0.50 per attempt
Annual Fee
5
- per location
Authorization/EDC Fee -Visa, MasterCard, Discover Network Card (Credit and Non -PIN Debit}„'
5
0.01 per attempt
AuthorizationiEDC Fee -American F_xprass (Credit and PrePaidl a
NIA per ..attempt
Electronic Address Verlf-(cation Service Fee – —
3
0.01 per attempt
Voice(Manuel) Address Venticatim Fee –
$
2.00 per attempt
omce
Annual ClanSupport Fee 4 _
$ ___
- - per location
PCI Comitance Service Frog ram Fee 7 --
per month. per location
Tran0imor Token Encrypt 11 __q_ s
$
0.01�per attempt _ __
_& -
TransArmor Token Registration Fee ” _
S
OAi per at—m-pt -__ -
Non-validation.PCI Compliance Fee'
_$_
25.00 per month, per location
Forel n Handlin Fee on non -US issued VisalMasterCard transections/salesi
0.00% r transaction amount
Initial Below Ds
SH
Principal Name 1 Principal Name 2 Principal Name 3 Principal Name 4
WFi30920c
8/122021; 10:27 AM Page 1 of 6 City of Denton v4 Pricing Terms
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
"CONFIDENTIAL"
Wells Fargo Merchant Services, L,L.C: (' YYFM5") - Pricing Terms
City of Denton /Corp 225960127994
Proposal Date: 0811212621
AccountManager. Steven Le
it Card Processing Volume $101,174,796
9, MasterCard, Discover® Network Card and PIN Debit)
ge Transaction Size $202
er of Locations 37
patted Interchange 10 Levels Public Sector/CNP: 033 02010341307
Utility: 024 048105=24
Code Various - Refer to `Additional Notes" Section of Pricing Terms
Description Various - Refer to "Addifronal Notes" Section of Pricing Terms
can Expresso Industry Type NIA
ver® Network Card Program Yes
nunications Method i ne charges quoted separately Frame Relay / IPN
„av Other Gateway - Direct Bill to Client
+ Rate + Auth orizations
nfk r 0- ... inn W- r-tin„arr
American Express EDC and Discover EDC Authorizations "
American Ex ress EDC and Discover EDC Capture_
NIA per attempt
NIA per attempt
Terminal Re�rc ramming. Fee (Terminal) - appiies 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
Sema . Swap Fee for PIN Debit - Applies to Customer Owned PIN Pads Only Y
S 75.00 per unit
Card Imprinter Option
N/A m
Rush Shipping Opt on
NIA~
1) Clients may elect to participate In the Discover Network Card program or the Discover EDC program, but not both. Under the "Discover Network
Card program " Clients receive all Discover -related authorization, processing and settlement services from WFMS. Under the "Discover EDC
program; Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover
Network Cards. Clients may also elect to partd pate 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 Visa and Discover Network Card credit authorizations, all Visa, MasterCard, Discover Network Card and
American Express approvals (pre -authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions
and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC.
4) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the
effective data.
5) American Express EDC/Discover EDC Authorization Fees apply to all approvals (pre -authorizations, authorizations and authorization reversals),
denials, batch inquiries and batch entry transactions.
8) 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 "let 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 ofthe mandatory PC[ Compliance
Service Program. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The prop ram includes access to
TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Slandards (PCI DSS)
requirements. Clients are required to register and complete a PCI DSS certification process by visiting httpsJ/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 baled to the CIlent for Visa, MasterCard, Discover Network Card and American Express transactions in one month is less than the
Monthly Minimum Processing Fee, then an additional fee will be charged to the Client equal to the Monthly Minimum Processing Fee less the total
discount fee.
10) American Express charges Program Pricing fees and not interchange. Program Pricing fees and interchange fees are subject to change.
11) A TransArmor authorization fee for Token and Encryption or Token Registration processing. The fee applies to Visa, MasterCard and Discover
Network Card (Credit and Non -PIN Debit), Discover EDC, American Express, American Express EDC, P IN Debit and EBT authorizations. Based on
your current processing, the TransArmor authorization fee will be billed under are of the following statement descriptor, 'TransArmor Token & Encrypt' or
'TransArmor Token Registration'. However, If your processing method changes, the TransArmor authorization fee maybe billed under one or more
of the following statement descriptors: (i) TransArmor Token & Encrypt, (ii) TransArmor Token Only or (iii) TransArmor Token Registration.
Initial Below Ds
W
Principal Name 1 Principar Name 2
Principal Name 3 Principal Name 4
WFBO920c
8/12/2021; 10:27 AM Page 2 of 5 City of Denton vd Pricing Terms
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
*'"CONFIDENTIAL**
Wells Fargo Merchant Services, LLC.- ("WFMS") - Pricing Terms
City of penton f Corp 226950127994
Proposal Date: 08/12/2021
Account Manager: Steven Le
As
Annual Card Processing Volume
S101,174,796
(Visa, MasterCard(lti, DisooverS Network Card and PIN Debt)
Average Transaction Size
$202
Number of Locations
37
Anticipated Interchange's Levels
Public Sector/CNP: 033 0201034/307
Utility: 024 048/0531324
MCC Codo
Various - Refer to "Additional Notes" Section of Pricing Terms
MCC Description
Various - Refer to "Additional Notes" Section of Pricing Terms
American Expresso Industry Type
N/A
Discovers Network Card Program
Yes
Communications Method
fare charges quoted separately Frame Relay / IPN
Gateway
Other Gateway - Direct Bill to Client
Pricing Option
Interchange +Assessments + Rate +Authorizations
If Client has selected to accept TeleChecc Services, 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
Chargebacc 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
propasal 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 artyr third party hardware or software procured and
used by Client. To the extent Client has any issues, concerns or liability relaled 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 14.12 of the Terms and conditions 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 0n less than a full cent,
WFMS ,+rill either round such amount up or down to the nearest cent.
Fees for supplies, shipping, handling, and applicable sales tax may apply and are subject to change without notice. Additional information is
available upon request.
By acknowledging these Pricing Terms, Client is expressly agreeing that WFMS may share all of Client's personally identifiable information (for
example, postai and email addresses, tax identification numbers. names and social security numbers of the authorized signer on the Clients
Agreement with WFMS, account information, etc.), as well as Client's American Express transaction Information (for example, all information
required by American Express evidencing charges or credits, Including information obtained at the point of sale, information obtained or
generated during authorization and settlement, and any chargeback or other fee information related to an American Express payment
card transaction), with American Express. American Express may use and share this information to perform its responsibilities in connection
with the American Express payment card acceptance services that Client receives under the Clients Agreement with WFMS, American
Express may also use and share this information to promote the American Express Network, to perform analytics and create reports, and for
any other lawful business purpose including to call Client or send Client communications or materials via direct mail, email. SMS, text or facsimile
regarding American Express products, services and resources available to Client. Client consents and agrees to receive autodialed, automated
and/or prerecorded calls and communications (which may Include SMS or text messages) at the telephone number(s) Client has provided. if
Client has provided a fax number, Client consents and agrees to recelving fax communications from American Express. in connection with
the foregoing, Client understands that the calls made or communications sent to Client by American Express may be subject to charges a fees
by Client's telecommunications or other applicable service provider that are Clients responsibility to pay. If Client does not wish to receive
marketing or other communications from American Express, or if Client wishes to discontinue accepting American Express payment cards,
Client must contact V JFMS at 1-800-451-5817 to disable Glients American Express acceptance services, and Client will no longer be
permitted to accept American Express payment cards.
Initial Below os
SH
Principal Name 1 Principal Name 2 Principal Name 3 Principal Name 4
WF80920c
8/1212021;10:27 AM Page 3 of 6 City of Denton va Pricing Terms
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
**CONFIDENTIAL*'
Wells Fargo Merchant Services, LL.C: ("WFMS") - Pricing Terms
City of Denton / Corp 225960127 994
Proposal Date: 08/1212021
Account Manager: Steven Le
Annual Card Processing Volume
(Visa19, MasterCard], DiscoverV Network Card and PIN Debit)
Average Transaction Size
Number of Locations
$101,174,795
5202
37
pated Interchange 10 Levels Public SectoriGNP: 033 02010341307
Utility: 024 048/053/324
Code Various - Refer to "Additional Notes" Section of pricing Terms
Description Various - Refer to "Additional Notes" Section of Pricing Terms
ican Express® Industry Type WA
verg Network Card Program Yes
nunicatio ns Method ine charges quoted separately Frame Relay / IPN
van Other Gateway - Direct Bili to Client
Interchange+ Assessments + Rate +Authorizations
The Operating Procedures Include summaries of some of the key rules and regulations from the Card Payment Networks that merchants must
adhere to in connection with their card arxeptance practices. For example, they describe the process for submitting card transactions for payment,
obtaining authorizations, responding to chargebacks and media retrieval requests, and other aspects of our services. Client Is required to comply
with these Operating Procedures in addition to all other applicable payment network rules. THE OPERATING PROCEDURES ALSO INCLUDE
ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO CLIENTS AMERICAN EXPRESS CARD ACCEPTANCE_ BY ACCEPTING AMERICAN
EXPRESS CARDS AFTER THE EFFECTIVE DATE OF THESE PRICING TERMS, CLIENT IS EXPRESSLY AGREEING THAT THE TERMS AND
CONDITIONS OF CLIENTS AGREEMENT WITH WFMS, INCLUDING THE TERMS AND CONDITIONS OF THE OPERATING PROCEDURES, ALSO
APPLY TO CLIENT'S AMERICAN EXPRESS ACCEPTANCE. To obtain the latest copy of the Operating Procedures that includes updates from
American Express, please download them from this website: www.wellefargo.com/morchantoperadngguide. Client may also contact WFMS at
1-800.451-5817 to request a paper copy of the Operating Procedures.
Notes:
M C Cade MCC Description
9399 GOVERNMENT SERVICES, NOT ELSEWHERE
4900 UTILITIES-ELECTRIC,GAS,WATER
I ACKNOWLEDGE THAT I SIMULTANEOUSLY HEREWITH HAVE RECEIVED AND REVIEWED WELLS FARGO MERCHANT SERVICES
TERMS AND CONDITIONS WFB0920c, OPERATINGRULES WFB0920 AND CONFIRMATION PAGE AND AGREE TO THE TERMS THEREIN.
Below Ds
SN
loaf Name 1 Principal Name 2 Principal Name 3 Principal Name 4
Processina Solutions
Type Quantity FlnancirrgMethod Total W/o TAX
Initial Below
15—W
Principal Name 1 Principal Name 2 Principal Name 3
Signature Page Follows
WFB0920c
8/12/2021; 10:27 AM Page 4 of 5
Pr[ncipal Name 4
City of Denton v4 Pricing Terms
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
'CONFIDENTIAL"
Wells Fargo Merchant Services, LLC: ("WFMS") - Pricing Terms
City of Denton. / Corp 225980127994
Proposal Date: 08112!2021
Account Manaaer: Steven Le
d Card Processing Volume S101,174,796
ID, MasterCardP, Discover® Network Card and PIN Debit)
;ge Transaction Size $202
er of Locations 37
pated Interchange 10 Levels Public Sector/CNP: 033 020/034/307
Utility: 024 0481053/324
Code Various - Refer to "Additional Notes" Section of Pricing Terms
Description Variou a - Refer to "Additional Notes" Section of Pricing Terms
iran FxpressO Industry Type NIA
verb Network Card Program Yes
nunieations Method fire cages quoted sepersteiy Frame Relay / IPN
,ay Other Gateway- Direct Bili to Client
g Option interchange + Assessments +Rate +Authorizations
IRS Legal Filing Name
Wells Fargo Merchant Services, LLC., and
By:
Title:.
Print Na me:
Date:
Corby Gordon
1/—!7'
WFB0920c
8/12/2021; 10:27 AM Page 5 of 5 City of Denton v4 Pricing Terms
Sara Hensley
Principal Name:
Principal Name:
interim City Manager
Title:
Title:
Signature
S'±t±zSignature
X121
Date:
Date:
Principal Name:
Principal Name:
Title:
Title;
Signature
Signature
Date:
Date:
Wells Fargo Merchant Services, LLC., and
By:
Title:.
Print Na me:
Date:
Corby Gordon
1/—!7'
WFB0920c
8/12/2021; 10:27 AM Page 5 of 5 City of Denton v4 Pricing Terms
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
SERVICE FEE ADDENDUM TO WELLS FARGO MERCHANT
SERVICES AGREEMENT
This addendum (the "Addendum") to the Merchant Services Agreement, which includes the Program
Guide, the Merchant Application, and all Schedules and Attachments thereto or incorporated therein (the
"Agreement") is entered into on the last date signed below (the "Effective Date") between Wells Fargo
Merchant Services, L.L.C. and Wells Fargo Bank, N.A. (collectively, "Wells Fargo") and IRS
LEGAL FILING NAME ("Client").
WITNESSETH:
WHEREAS, Client, as a merchant accepting certain electronic payments, would like to receive
the Service Fee Services (as described below) from Wells Fargo; and
WHEREAS, Wells Fargo desires to provide the Service Fee Services subject to the certain terms
and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained in
this Addendum, the parties hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined in this Addendum shall have
the meaning ascribed to such term in the Agreement.
2. Service Fee. As such term is used herein, Service Fee shall mean the fee charged by Wells
Fargo, on behalf of Client, to Customers conducting Eligible Transactions (as described herein, as applicable)
with Client and operating in certain designated merchant category codes ("MCCs"). For the avoidance of
doubt, fees referred to as a "service fee" or "convenience fee" (in the context of the MCCs described herein)
as used in the applicable Card Organization Rules, where the fee is processed as a separate Transaction from
the underlying purchase or payment Transaction, are included within the definition of, and are referred to
herein, as a "Service Fee."
Service Fee Services.
3.1 If Client uses a platform/gateway provided by Wells Fargo Bank N.A. under a separate
agreement to accept cardholder payments, Wells Fargo agrees to charge Service Fees as outlined in
the Schedule A, Cardholder Service Fee Schedule, attached to this Addendum, on behalf of Client
to Client Customers for Eligible Transactions (the "Service Fee Services"), in each case provided that
Client is in compliance with the Card Organization Rules and any applicable laws, including the
Electronic Fund Transfer Act and Regulation E. If Client uses a platform/gateway not provided by Wells
Fargo Bank N.A. to accept cardholder payments, Client is responsible for calculating and submitting
Service Fees amount (as outlined in the Schedule A) to Client Customers for Eligible Transactions. Client
will be provided with a Wells Fargo Merchant Services owned merchant identification number ("MID")
to be used for Service Fee processing. Client may only use the Wells Fargo Merchant Services owned
MID for cardholder transactions related to the Service Fee Services.
3.2 The Service Fees outlined in Schedule A, are based upon assumptions associated with the
anticipated annual volume by card types, average transaction size, Client's method of doing business and
the Card Organization fees and other pass-through type fees as of the Effective Date of this Addendum.
If the actual volume by card types or the actual transaction size is not as expected or if Client significantly
alters its method of doing business, subject to Client's right to terminate as described in Section 9.2, Wells
Fargo may adjust the Service Fees upon 30 days' notice to Client.
3.3 The Service Fees may also be adjusted upon 30 days' notice to Client to reflect changes in
fees imposed by the Card Organization, the Card Issuer, or other pass-through costs.
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
3.4 Additionally, Wells Fargo may immediately terminate the Services and the Service Fee
Services if Client's Chargeback rates in any monthly period equal or exceed one percent (I%) of the total
dollar value of incoming items to Wells Fargo. Pursuant to this Addendum, Wells Fargo will receive and
retain the Service Fee collected, on behalf of Client, in connection with Eligible Transactions and will
use the Service Fee to pay regular per transaction fees and fees and/or costs for the Processing Services
provided by Wells Fargo with respect to such Transactions among other expenses.
4. Eligible Transactions. The parties agree that the Service Fee shall only apply in
connection with the following "Eligible Transactions" as defined by the assigned Merchant
Category Code (MCC).
[9311—Tax Payments - Government Agencies]
[9222 Fines - Government Administrative Entities]
[9211—Court Costs, Including Alimony and Child Support - Courts of Law]
[9399—Misc. Government Services]
[8220 -College Tuition]
[8211 -Elementary and Secondary Schools]
[8244 -Business]
[8249 -Trade Schools]
5. Required Documentation. Client must provide Wells Fargo with the necessary
documentation to facilitate Wells Fargo's registration of Client in the service fee programs of the
applicable Card Organizations. In addition and subject to Wells Fargo's approval (such approval not to
be unreasonably withheld), Client agrees to provide full and accurate disclosure of the Service Fee to
Cardholders (the "Fee Disclosure"). Without limiting the foregoing, the Fee Disclosure by Client shall at
a minimum (i) disclose the Service Fee to the Cardholder prior to the completion of the Transaction, (ii)
disclose that the Service Fee will be collected by a third party (iii) give the Cardholder the option to cancel
the Transaction if the Cardholder does not wish to pay the Service Fee, (iv) comply with all applicable
law, rules and/or regulations, and (v) the service fee MID will (a) be registered as "WF4_CLIENT
NAME*SERVICE FEE" t, (b) comply with Card Organization Rules for character length and naming
convention, and (c) be used as the descriptor on the cardholder statement and include the Client customer
support phone number for inquiries related to the principal and service fee transaction. Any changes to the Fee
Disclosure or other processes of Client pertaining to Service Fees shall be subject to the approval of Wells
Fargo, provided that such approval shall not be withheld or delayed Client assumes all responsibility for the
Fee Disclosure.
1. Wells Fargo is limited to 9 characters for CLIENT NAME and may abbreviate or truncate.
6. Application. The Service Fee shall apply in the same amount regardless of the Credit Card
or signature Debit Card type accepted for payment of a given Eligible Transaction within a particular payment
channel. This requirement does not apply to payments made by ACH, cash, or check. The Service Fee must
not be advertised or otherwise communicated by Client as an offset to the merchant discount rate.
7. Voided Transactions. If Client voids an underlying Eligible Transaction, the associated
Service Fee must be voided as well. If Client processes a refund for an underlying Eligible Transaction, Client
must disclose to Customers that Service Fees are non-refundable. Merchants that desire to charge Service
Fees will be assigned separate Merchant IDs ("MIDs") for use in connection with Eligible Transactions and
related Service Fees. MIDs assigned for use with Eligible Transactions and/or Service Fees may not be used
to process Transactions that are not Eligible Transactions.
8. Customer Support and Transaction Management. The Client will provide customer phone
support for all inquiries related to the Eligible Transaction and the Service Fee transaction. Chargeback
management and defense shall be facilitated and managed by the Client including for the service fee account.
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Notwithstanding the foregoin- however, Client shall cooperate with Wells Fargo in the management of
Chargebacks, and for any other necessary management of Service Fee transactions as requested by Wells
Fargo. Such cooperation shall include, without limitation, providing sLipportingr documentation related to
Eligible Transactions and/or Service Fee transactions.
9. Termination.
9.1 Wells Fargo may terminate this Addendum and the Service Fee Services immediately
upon (i) termination of the Agreement, (ii) a material breach of this Addendum, (iii) failure to comply
with Sections 3 and 4 of this Addendum or (iv) where such termination is required by an applicable Card
Organization. In addition, Wells Fargo may terminate this addendum and the Client Service Fee Services
for its convenience with 30 days written notice.
9.2 Client may, by providing at least 30 days prior written notice, terminate this Addendum
without penalty in the event Wells Fargo provides Client with a notice of any new or increases in the
existing Service Fees as proved in Section 3.2.
9.3 Upon termination of this Addendum, Client agrees to pay any remaining fees or expenses
related to Wells Fargo's provision of the Service Fee Services.
10. Client Representations and Warranties. Client represents and warrants that under [insert
state/territory] law, Bank is permitted to collect a Service Fee for Eligible Transactions on behalf of
Client as set forth in this Addendum during the term of this Addendum. Client further represents that
under [insert state/territory] law the Service Fee under this Addendum may be applied to any type of
Card transaction, including without limitation Credit Card and Debit Card transactions at all times during
the term of this Addendum.
11. Except as otherwise amended hereby. all other terms and conditions in the Agreement remain
unchanged, are hereby ratified and shall apply in all respects to the parties, and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute
this Addendum as of the day of 202_ ("Effective Date").
IRS LEGAL FILING NAME
DocuSigned by:
� Kc>
By:
Title: Interim City Manager
Sara Hensley
Print Name:
Wells Fargo Merchant Services, L.L.C.
Wells Far Ban A.
By:
Title: SVP, Ad V/o�untMannagemcnt
Print Name: Corby Gordon
12/15/2021
Yate: Date: 11-17-P21
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DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Exhibit. E
Intentionally omitted
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Exhibit F
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance,
containing the contract number and title of the project. Contractor may, upon written request
to the Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Contractor shall not commence any work or deliver any material until he or she
receives notification that the contract has been accepted, approved, and signed by the City of
Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted.
■ Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
• Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
■ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3078-4313-B375-DF031986612C
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]
oted.
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include bodily injury and property
damage liability arising out of the operation, maintenance and use of all automobiles and
mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
10 all owned hired and non -owned autos.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
[X] Workers' Coinpensation Insurance — Intentionally Omitted.
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an "occurrence" basis. Policy limits will be at least $500,000.00 combined bodily injury
and property damage per occurrence with a $1,000,000.00 aggregate.
[X ] Professional Liability Insurance
Professional liability insurance with limits not less than _$1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a "blanket" basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Exhibit G
Intentionally Omitted
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-B375-DF031986612C
Exhibit H
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a
business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets
requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the
7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section
176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense
under this section is a misdemeanor.
1
Name of vendor who has a business relationship with local governmental entity.
Corby Gordon Wells Fargo Merchant Services, L.L.C.
2 ❑
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7t' business day after the date on which you became aware that the originally filed
questionnaire was incomplete or inaccurate.)
3 1 Name of local government officer about whom the information in this section is being disclosed.
Not Applicable
Name of Officer
Document Number: 21897286
Contract # 7436
DocuSign Envelope ID: 1794C129-3C78-4313-8375-DF031986612C
Thii section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor
has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other
than investment income, from the vendor?
0 END
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the
direction of the local government officer named in this section AND the taxable income is not received
from the local governmental entity?
0 X Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which
the local government officer serves as an officer or director, or holds an ownership of one percent or
more?
0 K Yes No
A Describe each employment or business and family relationship with the local government officer named in this
section.
0 I have no Conflict of Interest to disclose.
/l Z -a? /
of mg business with the Date
Document Number: 21897286
Contract # 7436