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HomeMy WebLinkAboutResolution - 2017-R0450 - Merchant Card Services Service Agreement - Wells Fargo - 12/18/2017Resolution No. 2017-RO450 Item No. 5.4 December 18, 2017 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Professional Services Contract No. 13598 for Merchant Card Services as per RFP 17-13598-SS, by and between the City of Lubbock and Wells Fargo Merchant Services, L.L.C. and Wells Fargo Bank, N.A., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on December 18, 2017 DANIEL M. POPE, MAYOR &U91"d Reb ca Garza, City Secret y APPROVED AS TO CONTENT: D _ D. lu Koste ich, Chief l mancial Officer APPROVED AS TO FORM: vw:ccdocs'RES.PSC 13598.Merchant Card Services 1 1.08.2017 Resolution No. 2017-RO450 City of Lubbock, TX Merchant Card Services Service Agreement Contract 13598 This Service Agreement (this "Agreement") is entered into as of the --=== day of December 2017 ("Effective Date") by and between Wells Fargo Merchant Services. L.L.C. and Wells Fargo Bank. N.A. (collectively, the "Contractor", "Wells Fargo'), and the Ctv of Lubbock (the "City"). RECITALS WHEREAS, the City has issued a Request for Proposal 17-13598-SS Merchant Card Services. WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and WHEREAS, Contractor desires to perform as an independent Contractor to provide Merchant Card, upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit Al - Wells Fargo Merchant Services Program Guide WFB2009 ("Program Guide"), Contract 13598 3. Exhibit A2 — General Requirements 4. Exhibit B — Pricing Terms 5. Exhibit C — Wells Fargo Proposal dated September 28, 2017 (48 pages) 6. Exhibit D — Insurance To the extent any provisions of any exhibits conflict with this Agreement, the order of priority of this Agreement is in their order of precedence listed directly above. Scope of Work Contractor shall provide the services that are specified in Exhibit A2. The Contractor shall comply with all the applicable requirements set forth in Exhibit A thru D attached hereto. Article 1 Services 1.1 The contract shall be for a term of one (1) year, with the option of four (4) one (1) year extensions; said date of term beginning upon formal approval. All stated annual quantities are approximations of usage during the time period to be covered by pricing established by this proposal. Actual usage may be more or less. Order quantities will be determined by actual need. The City of Lubbock does not guarantee any specific amount of compensation, volume, minimum, or maximum amount of services under this bid and resulting contract. The Contractor must maintain the insurance coverage required during the term of this contract including any extensions. It is the responsibility of the Contractor to ensure that valid insurance is on file with the Purchasing and Contract Management Department as required by contract of contract may be terminated for non- compliance. 12 This contract shall remain in effect until the first of the following occurs: (1) the expiration date, (2) performance of services ordered, or (3) termination of by either party with a sixty day (60) day written notice. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. 13 The Contractor shall not assign any interest in this Agreement and shall not transfer any interest in the Agreement, whatsoever, without prior consent of the City; provided, however, that no such consent will be required if such assignment or transfer takes place as part of a merger, acquisition or corporate reorganization affecting Wells Fargo. 1.4 All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the goods or services provided under the Agreement, the City will terminate the Agreement, without termination charge, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by the Contractor on 30 days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. After termination of this Agreement for any reason whatsoever, the City shall continue to bear total responsibility for all Chargebacks, fees, Card Organization fines imposed on us as a result of your acts or omissions, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement, and all other amounts then due or which thereafter may become due under this Agreement. 15 Section 10.2 of the Program Guide is deleted in its entirety and replaced with the following, "The initial term of this Agreement shall commence as of the date of the first transaction submitted for processing to us and shall continue in force for three years. Thereafter, it shall renew for successive one year terms unless and until you provide written notice at least sixty (60) days prior to the end of the then current term or we provide you with notice in accordance with the Agreement. Should you fail to notify us in writing of your request to terminate you acknowledge and agree you will continue to be charged fees pursuant to this Agreement notwithstanding non-use of your account. If you have an equipment lease, termination of the Agreement will not terminate your lease or change any of your obligations under that lease (including your obligation to make monthly lease payments). 1.6 The first sentence in Section 10.3 of the Program Guide is deleted in its entirety and replaced with the following, "Notwithstanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 60 days' advance notice to you." 1.7 The preface in Section 13.1 of the Program Guide is deleted in its entirety and replaced with the following, "You agree to responsible for all losses, liabilities, damages and expenses to the extent allowed by law:" Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. Section 24.2 of the Program Guide is delete in its entirety. 2.2 This Agreement and its Exhibits as set forth herein above and as may be amended from time to time contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.3 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.4 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.5 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a __.___._- -- L____L __ _..L___.._..a r :1..-- — __—r...-,. 2.6 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.7 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.8 The Contractor warrants that it complies with Chapter 2270, Subtitle F, Title 10 of the Texas Government Code by verifying that: (1) The Contractor does not boycott Israel; and (2) The Contractor will not boycott Israel during the term of the Agreement. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors, overpayments or underpayments, Contractor or City shall refund to the other party the full amount of such overpayments or underpayments within 30 days of such audit findings, or the parties, at its option, reserves the right to deduct such amounts owing the other party from any payments due. Notwithstanding anything to the contrary in this Section, Wells Fargo Merchant Services agrees to cooperate with the City to reasonably provide information concerning practices and procedures used in performing the Services; general controls and security practices and procedures; supporting information and calculations regarding fees and Merchant reports; and compliance with the terms of this Agreement. An independent audit would be an audit of records. On -site audits are not allowed in Wells Fargo or First Data offices. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this do. 2.11 Should Wells Fargo choose to subcontract, it shall remain fully responsible for the performance of all obligations pursuant to the contract, including those performed by a subcontractor. IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date. CITY OF LUBBOCK, TX: Daniel M. Pope, Mayor ATTEST: ec a arza, City SecrebIry APPROVED AS TO CONTENT: D. Blu ostelic , Chief Financial Officer APPROVED AS TO FORM: Amy Sims, t Attorne CONTRACTOR: YUA-A- Contrac is Si nature J o �-� �l'1 �-,e Printed Name r Title City of Lubbock, TX RFP 17-13598-SS Merchant Card Services II. GENERAL REQUIREMENTS 1 INTENT Exhibit A2 a) The City of Lubbock (hereinafter called "City") is seeking proposals from interested firms and individuals, (hereinafter called "Proposer") Merchant Card Services. The selected firm will provide the City with a comprehensive program. Such program shall include, but not be limited to utilizing advanced technology to provide a system that will serve the City's present and anticipated needs. The City is interested in receiving responses from qualified firms who can provide the technology required to efficiently process and reconcile credit and debit card activities only (no ACH processing) used to pay for various City services. b) Offeror's are invited to submit demonstrated competence and qualifications of their firm for providing these services. c) The information contained within this document is intended to provide interested firms with the requirements and criteria that will be used to make the selection. 2 PROJECT DESCRIPTION a) Lubbock, Texas, with a metro area approaching 297,891 (as of 2017) and a market area of 1,000,000, is the entertainment and convention destination for West Texas and Eastern New Mexico. Lubbock is the home to Texas Tech University, Lubbock Christian University, and branch campuses of South Plains College and Wayland Baptist University. Ranked as a major center for oil/gas, medicine and wholesale/retail trade, Lubbock serves as the "hub" for an area larger than many states. Lubbock is also the center of the vast West Texas cotton industry. b) Wells Fargo Merchant Services currently handles the City's merchant card services. The City receives approximately 66,000 credit card transactions per year, which approximates $6 million per month. The City expects these amounts to increase as more customers use credit and debit cards and the Internet to transact business. c) The City has over 25terminal locations as described in Appendix A. The City also has online payment sites. Each terminal location will set its own minimum and maximum dollar amounts accepted. 3 SCOPE OF WORK a) The selected firm will provide the City with a comprehensive program for one year with the option to renew for four one year periods. Such program shall include, but not be limited to utilizing advanced technology to provide a system that will serve present and anticipated needs. The City is interested in receiving responses from qualified firms who can provide the technology required to efficiently process and reconcile credit and debit card activities used to pay for services. b) The City appreciates the Offeror's expertise and capabilities and does not intend to write a detailed specification to address every feature and component of the Merchant Card Services. However, the intent of this Request for Proposal (RFP) is to allow vendors to provide the best solution given the requirements set forth by the City. This approach enables the City to take advantage of the most beneficial system available while allowing fair evaluation of all responses and remaining within standard purchasing procedures established by the City. 4 EVALUATION CRITERIA The following criteria will be used to evaluate and rank submittals: a) Ability to deposit funds next day if not sooner to the City's financial institution. (10%) b) Demonstrated knowledge and understanding of the project. (10%) c) Substantial successful experience in competing similar projects. (10%) d) Cost (30%) e) Substantial representations regarding the firm's qualifications and demonstrated customer service appropriate to this project and the online reporting capabilities and professional competence of the Proposer and assigned personnel. (40%) 5 PROPOSAL FORMAT a) Proposals should provide a straightforward, concise description of the Offeror's capabilities to satisfy the requirements of the RFP. Emphasis should be on completeness, clarity of content, and conveyance of the information requested by the City. b) The proposal should be bound in a single volume where practical. All documentation submitted with the proposal should be bound in that single volume. c) If the proposal includes any comment over and above the specific information requested in the RFP, it is to be included as a separate appendix to the proposal. d) The proposal must be organized into the following response item sections and submitted in an indexed binder. i) Cover letter addressed to the Honorable Mayor and City Council that states the Offeror's understanding of the services to be provided. Include any additional information believed necessary that is not requested elsewhere in the RFP. ii) A description of the methodology to be used to complete the project to include, but not be limited to, how recommendations will be formulated and commitment of adequate appropriate resources to the project. iii) Offeror's specific expertise in areas pertinent to the project to include a listing and brief description of similar projects completed (with the dates of completion) or in progress and a list of references by name, address, and telephone number for each projectlisted. iv) A brochure of past work, with emphasis on comparable projects. v) List of principal(s) of the Proposer and amount of time that principal(s) will be involved in the project. v) List of other professionals to be used, if applicable, with a record of experience in projects of this nature. Identification of principal(s) and percentage of time the principal(s) will be involved in the project. vii) The organizational structure of the employees who will be assigned to this project along with resumes of those individuals. If a joint venture is expected, then provide the organizational structure of the sub -contractor and resumes of those persons who will be involved in the project. viii) The Proposer must assure the City that he/she will to the best of his/her knowledge, information and belief, be cognizant of, comply with, and enforce, where applicable and to the extent required, all applicable federal or state statutes and local ordinances including, but not limited to the Davis -Bacon Federal minimum wage requirements. ix) Describe the Offeror's methodology for handling errors and omissions. x) Disclosure of any obligations posing a potential conflict of interest, including service on City boards and/or commissions and any current contracts with the City of Lubbock. This would apply to the Proposer as well as consultants subcontracted by the Proposer. xi) Any material which the proponent wishes to submit and which is not specifically requested in the above categories. xii) Offerors are strongly encouraged to explore and implement methods for the utilization of local resources, and to outline how they would address outreach issues in their proposal. It is also the desire of the City that the City of Lubbock program serve, as much as practicable, to stimulate growth in all sectors of the local business community. Describe how your firm would facilitate this process, and provide any relevant information about similar efforts on previous projects. Exhibit B Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Lubbock Proposal Date: 09/20/17 Account Manager: Ashley Hill Assumptions Credit Card Volume $6,085,967 Average Transaction Size $94 Number of Locations 29 Anticipated Interchange 11 Levels Public Sector: 032 020/038/307 Utility: 024 048/053/324 MCCCode Various - Refer to "Additional Notes" Section of Pricing Terms MCC Description Various - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry Type NIA Communications Method linechargesquoted separately Frame Relay/ IPN / Dial Gateway Authorize.net VPOS / Other Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Rate Credit Card Processing Feesi Interchange Plus the Following Fees: 0.13% On Gross Visa®, MasterCard®, Discovers Network Card and American Express Sales PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees $0.05 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. Applicable Fee Schedules: Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus Payment Networks Pass -Through Fees https:ltwww.wellsfargo.com/blzlmerchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://www.welisfargo.com/vlsanetworkfee PIN Debit Networks Fee Schedule (If applicable) https:/twww.wellsfargo.com/blzlmerchantdebitfees Dues, assessments and pass -through fees are disclosed in the schedules above. 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 10/14/2017. 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 $ per location Monthly Minimum Processing Feeg $ - per month Char_geback Feet $ 5.00 eerchargeback Monthly Internet Service Fee (Applies to any location utilizing an Internet Gateway Purchased through WFMSI $ 8.00 per month Wireless Monthly Access Fee (per terminal) $ 10.00 per month Statement Billinq Fee (Paper Statement) 7 $ - per month ACH Reiect Fee $ 10.00 per reiect Voice Authorization Fee $ 0.50 Per attemot Annual Fee $ - per location Authorization/EOG Fee - Visa, MasterCard, Discover Network Card /Credit and Non -PIN Debit12 N/A oer attempt Authorization/EOG Fee - American Express Credit and Prepaid) 3 N/A oer attemot Interchange Clearing Fee 12 Applies to Visa, MasterCard, Discover Network Card (Credit and Non -PIN Debit) and American press Credit and Prepaid) NIA on aross sales volume TransArmor Token & Encrvot 12 $ 0.0085 oer attempt TransArmor Token Reaistration Fee u $ 0.0085 per attempt Electronic Address Verification Service Fee $ 0.01 per attempt Voice (Manual) Address Verification Fee $ 2.00 per attempt Annual Compliance Support Fees $ -per location PCI Compliance Service Proaram Feea $ - eer month, oer location Non -validation PC[ Co m liance Feea $ 25.00 per month er location Foreian and ina ee on non- issueVisa/MasterCardtransactions/saes\ 0.10% per transaction amount Merchant Initials WFB2009 This pricing document is confidential. 9/20/2017; 2:35 PM Pagel of 6 Copy of City of Lubbock Terms.xis 9-20-17.xls Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Lubbock Proposal Date: 09/20/17 Account Manager: Ashley Hill Credit Card Volume $6,085,967 Average Transaction Size $94 Number of Locations 29 Anticipated Interchange Ir Levels Public Sector: 032 020/038/307 Utility: 024 048/053/324 MCCCode Various - Refer to "Additional Notes" Section of Pricing Terms MCC Description Various - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry Type N/A Communications Method line charges quoted separately Frame Relay/ IPN/Dial Gateway Authorize.net VPOS / Other Gateway - Direct Bill to Client + Assessments + Rate Ofhor P--.Inn r7uuc r—* .d y American Exoress EDC and Discover EDC Authorization e $ 0.10 oer attemot American Express EDC and Discover EDC Capture $ - per attemot Terminal Re rogr_a..III.Ill.I.Q.9 Fee (Terminal) -Applies to Customer Owned Terminals Only $ 75.00 per unit Terminal Reprogramming Fee - Integrated Terminal - Applies to Customer Owned Integrated Terminals Onl $ 150.00 per unit Security Swap Fee for PIN Debit - A19.Plies to Customer Owned PIN Pads Only $ 125.00 per unit Card Imprinter Option $ 35.00 per imprinter Rush Shippina Option N/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 Network Cards. Clients may also 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 Client's 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/EOG 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. 5) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date. 6) American Express EOG/Discover EDC Authorization Fees apply to all approvals (pre -authorizations, authorizations and authorization reversals), denials, batch inquiries and batchentry transactions. 7) 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. 8) 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:Hpci.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. 9) If the total discount fee billed to the Client 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. 11) American Express charges Program Pricing fees and not interchange. Program Pricing fees and interchange fees are subject to change. 12) 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 Client's 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. 12) A TransArmor authorization fee that applies to Visa, MasterCard and Discover Network Card (Credit and Non -PIN Debit), Discover EDC, American Express, American Express (EDC), PIN Debit and EBT authorizations. Based on your current processing, the TransArmor authorization fee will be billed under the statement descriptor, 'TransArmor Token & Encrypt". However, if your processing method changes, the TransArmor authorization fee may be billed under one or more of the following statement descriptors: (i) TransArmor Token & Encrypt, (ii) TransArmor Token Only or (iii) TransArmor Token Registration. 13) A fee that applies to each unique conversion of: (i) a Primary Account Number to a Token or (ii) a Token to a Primary Account Number. Merchant Initials WFB2009 9/20/2017; 2:35 PM This pricing document is confidential. Page 2 of 5 CoPv of City of Lubbock Terms. As 9-20-17 Yk Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Lubbock Proposal Date: 09/20/17 Account Manager: Ashley Hill redit Card Volume $6,085,967 verage Transaction Size $94 umber of Locations 29 nticipated Interchange i i Levels Public Sector: 032 020/038/307 Utility: 024 048/053/324 CCCode Various - Refer to "Additional Notes" Section of Pricing Terms CC Description Various - Refer to "Additional Notes" Section of Pricing Terms merican Express® Industry Type N/A ommunications Method line charges quoted separately Frame Relay/ IPN / Dial ateway Authorize.net VPOS / Other Gateway - Direct Bill to Client + Assessments + Rate 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 exl ent 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 exl ent 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 60 days from the proposal date stated above. See Section 42.3 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. By acknowledging these Pricing Terms, Client is expressly agreeing that WFMS may share all of Client's personally identifiable information (for example, postal and email addresses, tax identification numbers, names and social security numbers of the authorized signer on the Client's 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 Client's 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, automatec 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 receiving 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 or fees by Client's telecommunications or other applicable service provider that are Client's 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 WFMS at 1-800-451-5817 to disable Client's American Express acceptance services, and Client will no longer be permitted to accept American Express payment cards. 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 acceptance 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 CLIENT'S 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 CLIENT'S AGREEMENT WITH WFMS, INCLUDING THE TERMS AND CONDITIONS OF THE OPERATING PROCEDURES, ALSO APPLY TO CLIENTS 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.wellsfargo.com/merchantoperatingguide. Client may also contact WFMS at 1-800-451-5817 to request a paper copy of the Operating Procedures. WFB2009 9/20/7017. 2,35 PM Merchant Initials This pricing document is confidential. Page 3 of 5 Copy of City of Lubbock Terms.xis 9-20-17.xis Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Lubbock Proposal Date: 09/20/17 Account Manager: Ashley Hill edit Card Volume $6,085,967 rerage Transaction Size $94 ember of Locations 29 Zticipated Interchange n Levels Public Sector: 032 020/038/307 Utility: 024 048/053/324 CCCode Various - Refer to "Additional Notes" Section of Pricing Terms CC Description Various - Refer to "Additional Notes" Section of Pricing Terms nerican Express® Industry Type N/A 3mmunications Method line charges quoted separately Frame Relay/ IPN / Dial ateway Authorize.net VPOS / Other Gateway - Direct Bill to Client + Assessments + Rate Additional Notes: MCC Code MCCDescril2tion 9399 Public Sector: 032 020/038/307 9311 TAX PAYMENTS 9211 COURT COSTS 4900 UTILITIES-ELECTRIC,GAS,WATER Terms and Conditions of WFMS - Pricina Terms: 1) WFMS pricing as provided in its response to this RFP is based upon the information provided by City of Lubbock (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 Lubbock 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 Lubbock subsequently provides additional information to WFMS that would affect the pricing (including pass through fees paid by City of Lubbock), 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 Lubbock. Further, should WFMS be the successful bidder for this RFP, City of Lubbock shall be required to execute a Final Pricing Terms document. 2) Pricing may require an re-evaluation if the annual net sales volume or average transaction size are not as expected or if you significantly alter your method of doing business. Annual Net Average Card Type Annual Net Sales Volume Transactions Transaction Size Visa /MasterCard/Discover $6,085,967 64,889 1$93.79 American Exoress EDC $82,251 690 $119.20 PIN Debit $20 161 1,071 1 $18.82 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 Lubbock will utilize First Data Merchant Services' North authorization network and First Data Merchant Services' North settiemenVreporting platform. 5) Should City of Lubbock require development needs of unique functionalities outside of certification, the City of Lubbock will be billed $85 per hour of programming needed. 6) On -site service, outside of training provided by the Account Manager, will be billed at a rate of $70 per hour. Travel related costs will be passed through to City of Lubbock. I ACKNOWLEDGE THAT I SIMULTANEOUSLY HEREWITH HAVE RECEIVED AND REVIEWED PROGRAM GUIDE WFB2009 AND AGREE TO THE TERMS THEREIN. Merchant Initials: Processing Solutions Signature Page Follows WFB2009 annnm7- 9•'AF aen This pricing document is confidential. Page 4 of 5 Coov of Citv of Lubbock Terms.xis 9-20-17.xis Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Lubbock Proposal Date: 09/20/17 Account Manager: Ashley Hill Assumptions Credit Card Volume $6,085,967 Average Transaction Size $94 Number of Locations 29 Anticipated Interchange 11 Levels Public Sector: 032 020/038/307 Utility: 024 048/053/324 MCCCode Various - Refer to "Additional Notes" Section of Pricing Terms MCC Description Various - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry Type N/A Communications Method line charges quoted separately Frame Relay/ IPN / Dial Gateway Authorize.net VPOS / Other Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Rate Merchant Signature: Date: Print Name: Wells Fargo Merchant Services, L.L.C., and Wells Fargo By: Title: Print Name: Date: ("WFMS" c.iit' A WFB2009 This pricing document is confidential. Pan. 9 of R rnnv of f:ifv of I i ihh-1, Y. rmc Yi. Q-In-17 YIC Exhibit C Wells Fargo Treasury Management Description of capabilities ii) A description of the methodology to be used to complete the project to include, but not be limited to, how recommendations will be formulated and commitment ofadequate appropriate resources to the project. Supporting your current environment We approach our relationship with the City as a partnership, and our experienced team works closely with the City through every challenge and each new opportunity. To confirm, we will continue to support the City's merchant card services in program using the same methodology and consistently high standards that we've demonstrated over the course of our three year relationship. This means: • Supporting your existing point -of -sale terminals • Integrating with your existing technologies • Offering a scalable solution that supports your existing transaction volume while allowing for future growth Our recommendations for the City In addition to helping you maintain the quality of your existing program, we view this RFP as an opportunity to show you what we envision for the City going forward. A key component of our forward -thinking strategy is the replacement of your existing gateway technologies with the Wells Fargo Payment Gateway, which will allow you to accept several different forms of payment for e-commerce. Additionally, as the City has expressed an interest in leveraging mobile technologies, we are very pleased to recommend Clover Mobile, which enables you to accept payments without being tied to a stationary POS terminal. We formulate our recommendations based on the needs we observe first-hand as your incumbent provider. We also feel strongly that by implementing these services, the City can further streamline your existing merchant card processing operation by eliminating unnecessary and redundant third -party providers. We further detail the functionality ofthese services at the end of our proposal. Below, we briefly describe the methodology and resource commitment we would apply toward implementing these new services. Implementation methodology We provide a single point of contact to manage and lead the implementation process. Your assigned merchant services implementation consultant will take the lead throughout your implementation, and is skilled and experienced in facilitating the setup process. Our customized implementation methodology helps ensure that both the implementation process and schedule meet your needs. Our methodology includes the following project stages: Kickoff Define the project scope. Your merchant services implementation consultant will work with the City to define and document requirements and determine our approach. When developing the timeline for your implementation, we consider processing types, your internal systems, communication processing methods, and other factors that may impact your thneline. City of Lubbock Wells Fargo Treasury Management Configure Capture the functional configurations of your overall merchant solution. We'll configure an implementation plan and timeframe for the City's individual business needs that is based on the size, scope, and complexity of your business. This may include a Statement of Work. Test and train Confirm the solution meets your requirements. Asyour implementation progresses, you will submit test transactions to help ensure a successful transition to your new merchant services setup.Additionally, your merchantservices implementation coordinator will provideyouwith training, so you'll be ready to use your new merchant solution. Production We'll introduce you to your ongoing support team, monitor the service, and confirm your training needs have been met before you begin using the service. Resource commitment We commit to assigning a designated merchant services implementation consultant to the City. This person will have primary responsibility for the implementation any new merchant services, including our payment gateway. He or she will work with you and your staff throughout the entire implementation process, and will provide the City with training for your new services. W e will provideyour implementation consultant's name and contact information upon award of your merchant services business. iii) Offeror's specific expertise in areas pertinent to the project to include a listing and brief description of similar projects completed (with the dates of completion) or in progress and a list of references by name, address, and telephone number for each project listed. We have offered merchant card processing since 1976 and currently provide services to approximately 185,000 customers across a wide array of industries, including, but not limited to: • State and local governments • Education • Retail • Restaurant and quick service We also have the capacity to support our customers as they grow, as shown in the below summary of our past five years' transaction volume. Year Number of transactions 2016 _ j 4;6`billion F y 3.3 billion i 1 2014 2.8 billion 2013 2.4 billion 2012 2.1 billion A listing and brief description of similar projects is provided below and in our completed References Form. We have chosen these references based on our understanding of your current program as well as the needs you've outlined in your RFP. City of Lubbock Wells Fargo iv) Treasury Management We've also attempted to select peer organizations that have services closely resembling your existing setup, as well as the processing environment we envision for the City going forward. Director of Finance 08/2015 - 08/2018 City of Waco, TX Scope of work 254-750-5772 The City of Waco uses a variety of janice.wacotx.gov standalone terminals as well as the wireless FD130 and FD410 - all supplied 300 Austin Ave. by Wells Fargo Merchant Services. They Waco, TX 76702 also currently use resold gateways such as Authorize.net. Debra Padilla Contract period Treasury Analyst 06/2011 - 06/2018 City of Frisco, TX Scope of work 1 972-292-5518 d pad i l l a@friscotexas.gov 6101 Frisco Square Blvd. Frisco, TX 75034 r; ; an Post Senior Accountant Shannon Clinics 325-658-1511 ext. 3522 jordanpost@shannonhealth. org 120 E. Beauregard 1 San Angelo. TX 76 -- "' *References are confidential The City of Frisco uses standalone and wireless terminals. They also use several customer -owned gateways, such as Payflow, Pro, Authorize.net, and Cry Wolf. 1 Contract period 07/2013 - 07/2017 Scope of work Shannon Clinics uses both standalone and wireless terminals. A brochure of past work, with emphasis on comparable projects. We have provided with our proposal a fact sheet that summarizes our history and experience in merchant card processing (please see Appendix Tab B). To further summarize, we provide processing for credit and debit cards, PIN -based debit, check verification, gift cards, and other payment services for a wide range of organizations and industries, with a strong focus on our Government & Institutional Banking sector. Our merchant card processing portfolio consists of approximately 185,000 customers located in every state in the U.S. As of our most recent annual reporting period, we processed more than $283 billion in credit and debit card sales volume. With regard to comparable projects, we are very excited for you to contact the references we've listed above and in our completed References Form, and we encourage you to ask detailed questions surrounding how we've worked with these organizations to implement and manage their services. City of Lubbock Wells Fargo Treasury Management v) List ofprincipal(s) of the Proposer and amount of time that principal(s) will be involved in the project. The City will continue to receive the support of your merchant services account manager, Ashley Hill. As your main point of contact, Ashley manages a number of critical areas, such as: • Overall support for your account • Coordination and delivery of continuing services, including enhancements to products and services and problem resolution • Consultation with regard to overall strategic direction and configuration of merchant processing systems and operations • Adding or updating new locations • Industry updates on new products, services, and changes in Visa® and Mastercard® rules and fees • Resolution of Merchant Services processing issues Ashley is assisted by an associate as a secondary point of contact. In the event Ashley is out of the office due to vacation or business travel, a backup is assigned to cover the City's account. The backup is identified on your account manager's voice mail and email. Please be aware that, as your incumbent provider, we have already allocated dedicated resources to the City. This means that Ashley will continue to act as your first point of contact forany issues relating to your merchant card processing. She will also continue to be involved in any new program initiatives and product implementations, acting from start to finish as youradvisor and primary liaison with Wells Fargo. A) List of other professionals to be used, if applicable, with a record of experience in projects of this nature. Identification ofprincipal(s) and percentage of time the principal(s) will be involved in the project. A Wells Fargo team is already specifically assigned to your relationship. Your relationship manager, Nicholas London, and treasury management consultant, Lia Givens, are part of our Government & Institutional Banking group, a team of seasoned professionals dedicated exclusively to serving the unique banking needs of the public sector. Along with your merchant account manager, Ashley Hill, this team provides consultative, analytical, and qualitative service. The following Wells Fargo team members make up your relationship team. To confirm, these principals are already allocated to the City and are committed to making your needs our first priority. Title and role Relationship manager, Nichola, .L q o"I .../ / I ,1 Has overall responsibility for the WellS Fargo relationship with the City. Coordinates the team of speci li5,ts th t w•,rks with you. Treasury management consultant, tia Givens - Wo:ks with you yo'. any ne treasury management services and Ireviews your existing services. 1 Treasury management a.:s-::.Ma.::6; h B; to --, i Provides day-to-day sales support and solutions. F9cuses on providing banking solutions that meet your treasufy services needs. Wholesale eReceivables consultantr.Charles.Broyles Has primary responsibility for ensurfn'g the success and overall growth of your receivables platfotrri;incli.Jding merchant services and any other electronic payments. City of Lubbock Wells Fargo Treasury Management Title and role - - - - - - - - - - - - - - - - - - - - - 77 •..... •..7 7 1 Merchant account manager, Ashley Hill Functions as an electronic receivables consuftarlt'an9•. coordinates a team of specialists working on behalf of your receivables. needs. -- -n.- Merchant account team manager, Joyce Meer. Manages ateamof experienced mercha. nt account representatives, of which &hley is a part. Implementation consultant Meets with your staff and with internal bank team members to define and document requirements and determine our approach to your project. Works with you to set up any new services.,.._ vii) Theorganizational structure of the employees who will be assigned to this project along with resumes of those individuals. If a joint venture is expected, then provide the organizational structure ofthe sub -contractor and resumes of those persons whowill be involved in the project. Organizational structure Below is an organization chart detailing the structure of your Wells Fargo relationship team. City of Lubbock Merchant Card Services Government & Treasury Wholesale Institutional Management eReceivables Banldng Nicholas London Lia GivensTreasuJoyce Meer Relationship Management Merchant Account Manager Consultant Team Manager Mary Beth Benton Ashley Hill Treasury Merchant Account Management Manager anager Charles Broyles Wholesale eReceivables Consultant Implementation Consultant City of Lubbock Wells Fargo Treasury Management Team biographies The following are brief biographies detailing the experience of your relationship team members. As your relationship manager, Nicholas functions a financial consultant and coordinates a team of specialists working on your banking relationship. as Nicholas has more than 16 years of diversified banking experience and has been with Wells Fargo for over a year. He received his B.S. in business management and human resources from Saint Louis University. Lia has the primary responsibility for providing treasury management expertise. She consults with you on issues pertaining to treasury management products and services including payables automation. Lia brings more than 11 years of professional treasury management experience, with five years specifically working with state and local government entities. Lia graduated from the University of Florida with a B.S. in business finance and a minor in Spanish. Vra'ry Beth supports your treasury management sales consultant, Lia Givens, and assists you with any treasury management questions when Lia is unavailable. Mary Beth brings more than 20 years of banking experience to her current position. She assists you directly with any items pertaining to the implementation of new services. Joyce manages a team of high performing Account Managers responsible for Wells Fargo Merchant Service Business for the East and Southeast Regions. In addition, her portfolio includes government business for Midwest and East regions. Joyce is also responsible Process Management Team for the entire Account Management Group. Joyce has more than 20 years of diversified banking experience. City of Lubbock Wells Fargo Alliance agreement Treasury Management Ashley is a senior account manager, and her main role is a strategic advocate for her merchants. She provides industry expertise, negotiates contracts, and analyzes pass -through fees and processing volume. Her primary focus is the public sector vertical. Ashley has more than six years of experience in the merchant services industry. Prior to joining the Wells Fargo Merchant Services team, she managed merchants in all industries, focusing specifically on the public sector and higher education verticals for the last three years. There, she was able to increase her knowledge and experience in negotiating state contracts. This also led to her gaining understanding of industry trends and expectations in all aspects of merchant processing for public sector clients. Charlie is responsible for helping companies streamline their entire receivables cycle and leveraging secure and compliant treasury products to help with billing and invoicing, payment processing, and remittances. His product suite includes options for card processing, debit, and ACH payments. Charlie brings more than 18 years of banking experience in the areas of finance and treasury. He received his B.A. degree from Marquette University. In 1993, Wells Fargo Bank and First Data Merchant Services Corporation entered into an alliance agreement (along with certain affiliates of each) to create Wells Fargo Merchant Services, LLC. As a result of this alliance, First Data manages all aspects of merchant transaction processing and provides 24-hour service center support. However, this alliance agreement is not considered a subcontractor relationship. viii) The Proposer must assure the City that he/she will to the best of his/her knowledge, information and belief, be cognizant of, comply with, and enforce, where applicable and to the extent required, all applicable federal or state statutes and local ordinances including, but not limited to the Davis - Bacon Federal minimum wage requirements. Wells Fargo Merchant Services, LLC will, to the best of our knowledge, information, and belief, be cognizant of, comply with, and enforce, where applicable and to the extent required, all applicable federal or state statutes regarding the provision of Merchant Services for the City. ix) Describe the Offeror's methodology for handling errors and omissions. Resources for resolving errors and omissions The methodology would depend on the type of error or omission. For example, if a transmission fails, you'll see an error message displayed on the terminal screen. If you leave the terminal unattended during transmission, and therefore don't see the error message, you'll know the transmission failed because you won't receive a batch settlement report. In the event of a duplicate transaction, we reject it for review and send you a letter with the transaction detail. You don't have to take further action if the transaction is a true duplicate. City of Lubbock Wells Fargo x) Treasury Management If you believe the transaction is valid, the letter contains instructions to have the transaction resubmitted. For any other type oferror or omission, your merchant account manager, Ashley Hill, is your first point of contact for merchant -related issues. You can also contact our merchant customer service center for assistance. Our processing partner, First Data, provides this support 24-hour hours a day through a toll -free number. Additional monitoring tools In addition to the resources described above, the City can continue to use our online merchant portal to monitor your transactions. Below are afew ofthe commonly used monitoring reports available through the portal. Sales and funding reports Report name i Sales byBIN+ Monthly sales activity summary for Visa and Mastercard; reflects the sales ratio by issuer BIN ' and name Exchange Rates Exchange rates for Visa and Mastercard by currency code and currency name Refunds to Sales Analysis Summary Unmatched Refunds Invalid Data Summary Authorization reports Authorizations reportsv - "rizat1on Summary Authorization Listing Decline Code Reason Summary Decline Code Reason Detail Issuer Response Summary Summary of refunds by location; includes percent of refunds to overall sales -� Details of refunds with non -matching account for sales that exceed an amount your user defines for date range plus 60 days Summary of approved authorizations not cleared or reversed Description Monthly merchant authorization activity summary for Visa and Mastercard; reflects the sales ratio by issuer BIN and name Details of authorizations by location Summary of original responses from the card issuer by issuing bank and response code Details of original responses from the card issuer by response code Summary of original response codes by card type Multi -Authorization Summary j Summary of authorizations for the same card y within a three -minute timeframe on the same day Multi -Authorization Detail Details of authorizations for the same card within a three -minute timeframe on the same day; grouped bycardholder -—number and location. Disclosure of any obligations posing a potential conflict of interest, including service on City boards and/or commissions and any cu rrent City of Lubbock 10 Wells Fargo Treasury Management contracts with the City of Lubbock. This would apply to the Proposer as well as consultants subcontracted by the Proposer. Tothe best knowledge ofthe Wells Fargo representatives preparing this response, we do not provide any services to other customers that would result in a conflict of interest, such that the bank would be unable to provide the services requested in this RFP. Xi) Any material which the proponent wishes to submit and which is not specifically requested in the above categories. To confirm, Wells Fargo can continue to provide you with the merchant services you're enjoying today. This includes continuing to support your existing POS solutions as well as your third -party technology providers. AB your consultative partner, we feel strongly that the following value-added services can significantly maximize efficiencies by consolidating many of your third -party processes through Wells Fargo. We're available to meet with you at any time to discuss the below and answer any questions you might have. Wells Fargo Payment Gateway The Wells Fargo Payment Gateway is a cloud -based payment capture service that enables secure authorization and settlement of payments. You can process payments received from your website, over the phone, or at the point of sale. Our payment gateway service provides: • A single source for multiple paymentoptions • Tools to help you reduce transaction risk and manage fraud • Reporting and reconciliation services The City can use our payment gateway to accept e-commerce transactions. You can also use our gateway to replace the other gateway technologies you're using today, helping you consolidated partners while leveraging Wells Fargo as your "one stop" resource for merchant services. With our payment gateway you can also accept: • Major credit cards • Debit cards • Corporate and purchasing cards • Electronic check (eCheck) payments • Digital payment types - Apple Pay®, Visa Checkout, and PayPal Express In the following sections, we describe how you benefit from the features and functionality our of our gateway service. Receive your funds the next business day If your card transactions* and digital payments are processed through our gateway and settled by i i:oo p.m. CT, funds are available in your Wells Fargo demand deposit account on the next business day. City of Lubbock Wells Fargo Treasury Management For eCheck transactions, you can choose a cutofftimet of4:00 p.m. CT or 7:00 p.m. CTfor next business day funding to your Wells Fargo account. *U.S. dollar Visa, Mastercard, and Discover card transactions only. American Express transactions settle in one to three business days depending on the City's contract with American Express. Foreign currency card transactions settle within four business days. tYou choose the cutoff when we implement your service. Fully integrate ACH payments* With the eCheck feature, you can accept a customer's bank account information over the phone or online, then process the payment as an ACH transaction. The service supports: • WEB: Single and recurring consumer debits initiated though the internet • TEL: Single consumer debits initiated over the phone • CCD: Commercial debit and credit entries • PPD: Consumer credits and debits authorized by a signature If you accept ACH payments, you can choose to use an optional service that automatically checks for proper transit and routing numbers, and proper account structure. *Use ofour ACH service is subject to thorough credit analysis and it requires use ofa Wells Fargo demand deposit account. In addition, you must secure authorization fromthe consumer to debit his or her account. Provide the transaction information your customers need To help you reduce service calls and chargebacks for card transactions, you can customize the descriptors that will appear on your customers' cardholder statements. This makes it easy for them to clearly identify you as the merchant. You can also provide the Level III data your commercial customers need when they pay with purchasing cards or corporate cards. This allows your customers to manage their purchasing activities, and may help you maximize your interchange program. Offer a secure recurring billing option Our payment gateway's recurring billing option provides a convenient payment method for your customers, and it helps you: • Minimize the security risk of storing customer data • Streamline processing of installment and recurring payments • Control the timing of payments, reducing costs associated with late payments You submit your customers' payment information to our payment gateway, and the system provides you with a masked card account number and a secure token that you'll use to initiate future payments. We store your customers' sensitive information in our secure, PCI- compliant data centers. The service offers three billing options. Installment Process a fixed number of payments at a fixed amount and frequency. Recurring subscription Process ongoing payments, at a fixed amount and frequency, for a service with no specific end date. On -demand payments Process payments when you need to using the masked card account number. City of Lubbock 12 Wells Fargo Treasury Management Streamline payment processing with the virtual terminal You can use the virtual terminal feature to: Support your customer service function • Manually process one-time payments • Process refunds • Set up and process recurring payments for customers who need assistance Process card and eCheck* payments received by phone or mail Accept card present and card -not -present transactions Transactions processed using the virtual terminal feature will be consolidated in the same reports with transactions processed using other features of our gateway. *The eCheck feature supports WEB, TEL, PPD, and CCD transactions. EMV solution for card present transactions We're enhancing our payment gateway so that you will be able to accept EMV chip transactions. This feature will likely require an application programming interface (API) integration with an EMV-certified device. Your Wells Fargo relationship team will let you know when this feature is available. Enhance security and fraud management Our payment gateway provides the City with features and options to help secure payment data and manage risk. PCI compliance PCI DSS compliance is important to your organization. Our gateway service is PCI-compliant. Its payment tokenization technology, which replaces sensitive payment data with a unique identifier, lets you move your customers' payment data off your system. The data is stored at PCI-certified data centers. Screening and verification You'll benefit from screening and verification services including Address Verification System (AVS), Card Verification Number (for example, CV V2 or CVC2), worldwide delivery address verification, and export compliance checks. Secure payer authentication Our gateway service supports payment network secure authentication programs including Verified by Visaand Mastercard SecureCode. Payer authentication is an important partofa fraud management strategy, is required for certain international transactions, and provides several benefits to the City. It helps you: • Improve card transaction security • Reduce chargeback handling costs related to unauthorized transactions • Streamline the dispute resolution process Set rules for secure authentication The benefits of secure payer authentication are important, but it can sometimes have a negative effect on consumers, even increasing shopping cart abandonment. We offer an optional feature that lets you take advantage ofthe added security, but also helps you control the negative consumer experience. With this feature, you set rules for which transactions go through the authentication process. For example, you can require secure authentication only for high -risk transactions and international transactions, but not request it for low -risk U. S. domestic transactions. City of Lubbock 13 Wells Fargo Treasury Management Online fraud management You can use our online fraud management service to evaluate the risk of credit and debit card payments in real time. The service, used in conjunction with our payment gateway, allows you to automate decisions to accept or decline payments, or send them for manual review based on business rules you establish. An optional feature of the service lets you use up to iz months of your transaction history to analyze what -if fraud strategies. You can quantify the expected impact of one or more fraud screening strategies in real time, before implementing them, by understanding the likely changes to the transaction disposition and fraud rates. The service calculates transaction risk using data from the more than 68 billion transactions Visa processes annually. There are more than 260 fraud detectors. Streamline reporting and reconciliation You have access to reports that you can use to view or reconcile payments through all phases of the payment cycle, including chargebacks and returns. You can also search for transactions using a variety of criteria, including an order or reference number field that you define. You can generate standard and custom reports in CSV or XML file formats and download them manually. In addition, you can schedule standard reports to automatically download to your computer through an API connection. Standard reports include the following information: • Summary of transactions, including authorizations and captures • Currency and payment method used for payment transactions • Amount and number of payment transactions by payment method and by currency • Events related to certain types of payment transactions • Detailed information about payment and risktransactions Interface with third -party applications Many third -party applications, such as shopping cart, cashier, interactive voice response, ERP, and other systems have interfaces that are compatible with our gateway service's core technical specifications. Consolidate receivables for posting You can receive a consolidated receivables file that combines payments processed through our payment gateway with other payments received in your Wells Fargo account. You can use the file to automatically post payments to your ERP platform. "-- i tlec - billingservice ------- - - - - - -- i ---- .------------ Online bill payments I Patient payments Lockbox Multicurrenc;. account (MCA) wire' Wells Fargo Payment Gateway In pilot. City of Lubbock 14 Wells Fargo Cover mobile Treasury Management Clover Mobile is a complete payment and business management system that the City can use anywhere an internet connection is available. You can take payments faster and easier from any location, for instance, as people queue in line, wander at a conference, or park their cars in a parking lot. You can also improve your collections by accepting payment through credit, debit, gift, EBT, and contactless payments (NFC). Clover Mobile reads both magstripe and EMVchips. While increasing payment convenience, you can also ensure data security. The Clover Mobile offers EMV chip card acceptance and two layers of security to protect your transactions and prevent fraud. Clover Mobile is also a complete business management tool that lets you track transactions with real-time reporting. In addition, you can increase functionality by downloading the numerous available apps. Further information about Clover Mobile is included in Appendix Tab C. xii) Offerors are strongly encouraged to explore and implement methods for the utilization of local resources, and to outline how they would address outreach issues in their proposal. It is also the desire of the City that the City of Lubbock program serve, as much as practicable, to stimulate growth in all sectors of the local business community. Describe how your firm would facilitate this process, and provide any relevant information about similar efforts on previous projects. Owing to the specific, specialized nature of the services in scope for this RFP, there are no current opportunities for leveraging local resources. However, as a company, Wells Fargo remains committed to keeping diversity as one of our core operating values. It's our goal to have a supplier base that reflects the diversity of our team members, customers, and communities. We proactively seek to engage qualified diverse suppliers in our sourcing and procurement opportunities. Education and awareness We assist diverse suppliers in becoming competitive performance leaders in their industries by coaching, creating programs, and developing business models that support entrepreneurial development. Partnership development We collaborate with leaders across the Wells Fargo enterprise and advocacy organizations to provide diverse suppliers equal opportunities to compete for business. Measurement and accountability We support sourcing of goods and services from diverse suppliers while monitoring program effectiveness through performance goals and feedback sessions with Wells Fargo and community leaders. Lending Wells Fargo Community Lending & Investments is part of our overall social responsibility initiative. We believe in supporting our communities; our company is only as successful as the communities where we do business. City of Lubbock 15 Wells Fargo Treasury Management Awards We were recently recognized for the following diversity awards: #11kop Company for Diversity (2015) ( #1 Top Company for LGBT (2015) #7 Top Company for Veterans (2015) #8 Best Company for Latinas (2015) Top 35 Companies Supplier Diversity (2015) Financial Services Diversity Corporation of the Year (2015) Perfect Score of 100 for Corporate Equality Index (2016) City of Lubbock 16 Exhibit D City of Lubbock, TX RFP 17-13598-SS Merchant Card Services Insurance Requirements SECTION A. Prior to the approval of this contract by the City, the Contractor shall furnish a completed Insurance Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s) to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN DELIVERED TO THE CITY. INSURANCE COVERAGE REQUIRED SECTION B. The City reserves the right to review the insurance requirements of this section during the effective period of the contract and to require adjustment of insurance coverages and their limits when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Contractor. SECTION C. The Contractor shall obtain and maintain in full force and effect for the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage written by companies approved by the State of Texas and acceptable to the City, in the following type(s) and amount(s): INSURANCE (Copies of Endorsements will be Required) TYPE OF INSURANCE GENERAL LIABILITY ® Commercial General Liability ❑ Other ❑ Claims Made ® Occurrence ❑ W/Heavy Equipment ❑ XCU ❑ To Include Products of Complete Operation Endorsements CYBER LIABILITY ® Cyber Policy AUTOMOTIVE LIABILITY ❑ Any Auto per Occurrence EXCESS LIABILITY ❑ Umbrella Form GARAGE LIABILITY ❑ Any Auto ❑ BUILDER'S RISK ❑ INSTALLATION FLOATER ❑ POLLUTION ❑ CARGO COMBINED SINGLE LIMIT General Aggregate $1,000,000 Products-Comp/Op AGG X Personal & Adv. Injury X Contractual Liability X Fire Damage (Any one Fire) Med Exp (Any one Person) General Aggregate $1,000,000 Combined Single Limit $ Each Occurrence Aggregate Auto Only - Each Accident Each Accident Aggregate ❑ 100% of the Total Contract Price ❑ 100% of the Total Material Costs ❑ WORKERS COMPENSATION — STATUTORY AMOUNTS OR OCCUPATIONAL MEDICAL AND DISABILITY ❑ EMPLOYERS' LIABILITY $ OTHER: COPIES OF ENDOSEMENTS ARE REQUIRED ❑ City of Lubbock named as additional insured on Auto/General Liability on a primary and non-contributory basis. ❑ To include products of completed operations endorsement. ❑ Waiver of subrogation in favor of the City of Lubbock on all coverages, except The City of Lubbock shall be named as an additional insured on a primary and non-contributory basis and shall include waivers of subrogation in favor of the City on all coverage's. Copies of the Certificates of Insurance and all applicable endorsements are required. ADDITIONAL POLICY ENDORSEMENTS The City shall been, upon request, and without expense, to receive copies of the policies and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of each insured may appear) as to all applicable coverage; b. Provide for 30 day notice to the City for cancellation, nonrenewal, or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Director of Purchasing and Contract Management City of Lubbock 1625 131 Street, Room 204 Lubbock, Texas 79401 SECTION D. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability CERTIFICATE OF INTERESTED PARTIES FORM 129rJ 1 0f 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-294863 Date Filed: 12/18/2017 Date Acknowledged: 12/19/2017 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Wells Fargo Merchant Services, LLC and Wells Fargo Bank, N.A. Concord, CA United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract- 13598 Merchant services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said this the day of 20 , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 CERTIFICATE OF INTERESTED PARTIES FORM 1295 toll Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2017-294863 Wells Fargo Merchant Services, LLC and Wells Fargo Bank, N.A. Concord, CA United States Date Filed: 12I18/2017 2 Name of governmental entity or state agency that Is a party tot the contract for which the form is being filed. City of Lubbock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract-13598 Merchant services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. AYBW RAMOS floury Publw4 Stem of New YOM No. 01 RA60W$? OLWW,Oeenn � ftWWV 0%200 ignatuo of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE /� Sworn and subscribed before me, by the said �J ( �, this the ()to _ day of 20, certify which, witness my hand and seal of office. t A Sign ur of r administering oath Printed name of officer administering oath Title f office administering oath W/' Forms provided by I exas ttnics commission www.ethics.state.tx.us — Version V1.0.3337