HomeMy WebLinkAboutResolution - 2022-R0509 - Service Agreement with J.P. Morgan PaymentsResolution No. 2022-RO509
Item No. 5.5
December 13, 2022
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, Contract No. 16820/RFP 22-16820-MA for merchant
card services, by and between the City of Lubbock and JP Morgan Chase Bank, N.A. a national
banking association ("Chase"), Payment LLC, of Plano, Texas, 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 13, 2022
TR20Y,PTNE,MAYOR
ATTEST:
r
Re ecca Garza, City SecWLry
APPROVED AS TO CONTENT:
D. Blu K telich, Chief Financial Officer
APPROVED AS TO FORM:
Amy L. Si , Depu rty Attorney
RES.Contract- JP Morgan 16820
12.7.22
Resolution No. 2022-RO509
CHASE! i
J P. Morgan
U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT
THIS U.S. SELECT GOVERNMENT MERCHANT PROCESSING AGREEMENT (the "Agreement") is entered into by
and between JPMorgan Chase Bank, N.A., a national banking association ("Chase"), Paymentech, LLC, a Delaware limited
liability company also known as Chase Merchant Services, ("CMS"), and City of Lubbock Texas ("Merchant").
WHEREAS, Chase is a member of several Card Networks and CMS is authorized, through Chase, to process the
Merchant's Transactions; and
WHEREAS, Merchant wishes to accept Cards from its Customers as a method of payment for goods or services offered
by Merchant;
ACCORDINGLY, in consideration of the mutual promises made and the mutual benefits to be derived from this
Agreement, CMS, Chase and Merchant agree to the following terms and conditions intending to be legally bound:
1. General Services.
1.1 Services; Technical Discovery Process.
CMS agrees to provide authorization, conveyance, settlement and related services with respect to Merchant's Transactions,
together with those additional ancillary services identified or described in any schedule, addendum or amendment hereto (the
"Services"). Except as otherwise agreed in writing between the parties, this Agreement shall apply only to Merchant's Transactions
originating in the U.S. The parties acknowledge that the pricing set forth in this Agreement, and CMS' ability to provide the Services
set forth herein is dependent upon satisfactory completion of a technical discovery process related to Merchant's specific technical
implementation requirements. In the event that such process reveals any significant costs, expenses, development requirements or
technical obstacles not currently known to CMS and which materially impact CMS' ability to implement and provide the Services
for Merchant (or the cost to CMS of doing so), the parties agree to discuss such issues in good faith in an attempt to resolve such
issues; provided, however, that in the event that such matters cannot be resolved in a manner satisfactory to the parties, either party
shall be entitled to terminate the Agreement with no further obligation hereunder.
1.2 Compliance with Applicable Laws and Card Network Rules.
CMS and Merchant agree to perform their respective obligations under this Agreement in compliance with all applicable
Card Network Rules and in compliance with all applicable federal, state and local laws and regulations. Merchant shall not, through
act or omission, cause CMS or Chase to violate any Card Network Rules. Merchant shall not submit any Transaction that it knows
to be illegal. Merchant acknowledges receipt of the ChaseNet Rules and agrees to abide by the ChaseNet Rules with respect to all
Chase Transactions. CMS reserves the right to temporarily suspend funding or refuse to process any Transaction if CMS reasonably
suspects that it was prepared in violation of any provision of this Agreement, applicable law, or the Card Network Rules. Merchant
agrees to pay any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Card
Networks on Merchant, Chase or CMS as a result of Merchant's actions, omissions, Transactions or Chargebacks, including without
limitation, Merchant's failure to comply with the Card Network Rules, ChaseNet Rules, this Agreement or Security Standards (the
"Card Network Liabilities"). CMS shall provide Merchant with prompt written notification of any Card Network Liabilities of
which it receives notification from the Card Networks. In the event that Merchant desires to contest or appeal any such Card Network
Liabilities, and such contest or appeal is permitted under the applicable Card Network Rules, CMS shall reasonably assist and
cooperate with Merchant, and reasonably advocate on Merchant's behalf, in connection with such contest or appeal, provided,
however, that Merchant shall be responsible for the payment of any appeal fees or other direct costs associated therewith.
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2. Authorization and Settlement.
2.1 Submission of Data.
Merchant shall submit all of its Transactions to CMS electronically in accordance with CMS' standard protocols,
specifications, formats and procedures for the creation and transmission of data to CMS. CMS shall not be liable or responsible for
(i) the authenticity, or accuracy, of transaction data received from Merchant, or (ii) the corruption, loss, alteration, theft, or destruction
of Transactions or Transaction data, during transmission of such data to CMS (by Merchant or its Service Provider), and CMS shall
be entitled to rely on data received from or on behalf of Merchant in the discharge of its obligations hereunder.
2.2 Authorizations.
Merchant shall obtain an authorization code through CMS for each Transaction and CMS reserves the right to refuse to
process any Transaction presented by Merchant unless it includes a proper authorization. Merchant acknowledges that authorization
of a Transaction does not constitute a representation from CMS, a Card Network, or a card -issuing bank that a particular Transaction
is in fact valid or undisputed.
2.3 Merchant's Settlement Account.
Merchant shall designate and maintain one or more accounts to be used exclusively for business purposes and that are
capable of receiving ACH or wire transfers and that permits CMS to debit and credit such account for amounts due under this
Agreement (collectively referred to as "Settlement Account"). Merchant authorizes CMS or its authorized agent(s) to initiate
electronic credit and debit entries (via ACH, wire transfer, or other means) to the Settlement Account, or to any other bank account
designated by Merchant in writing, at any time and from time to time, for amounts due under this Agreement, without regard to the
source of any monies therein, and this authority will remain in full force and effect until all amounts which are or may reasonably
become due from Merchant under this Agreement have been paid in full. During the term of this Agreement, and for one hundred
eighty (180) days thereafter or such longer period of time as CMS may notify Merchant as reasonably required for the payments of
amounts due under this Agreement, Merchant shall not close or revoke its consent to debit its Settlement Account without giving
CMS at least ten (10) business days' prior written notice and designating another Settlement Account. Merchant shall be liable for
all fees, costs, and overdrafts associated with the Settlement Account. With respect to certain Card Networks, CMS does not offer
settlement of funds, and instead conveys Transactions to the Card Network on Merchant's behalf for settlement directly by the Card
Network to Merchant. With respect to such conveyance services, (i) CMS is not responsible for the funding and settlement of
Transactions, which shall be governed by any applicable agreement as may be in place (or required by the Card Network to be in
place) directly between Merchant and the Card Network, and (ii) CMS may share certain information about Merchant with such
Card Network (e.g. Merchant's name, taxpayer ID, and Settlement Account information) in accordance with their rules or as needed
to allow Merchant's acceptance of such Card Network's Cards.
2.4 Transfer of Settlement Funds.
CMS shall submit Merchant's Transactions to the applicable Card Network (or, with respect to Transactions involving
Eligible Chase Cards, to Chase for processing as Chase Transactions to the extent Schedule A sets forth pricing specific to Chase
Transactions). Promptly after CMS receives funds for Merchant's Transactions from the applicable Card Network, CMS will fund
the Settlement Account. Transactions received after the established cutoff time will be combined with the next business day's
transactions. CMS will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties,
including, without limitation, delays or errors by the Card Networks or Merchant's bank. The funds payable to Merchant in this
Section shall be equal to the total Transaction amounts minus the sum of the following: (a) all fees, charges, and other amounts
described on Schedule A or that Merchant has otherwise agreed to pay; (b) all Chargebacks and Refunds; (c) any required Reserve
Account amounts; (d) any Card Network Liabilities and (e) any and all amounts due and payable by Merchant to CMS or any
Affiliate of CMS, whether or not Merchant or such Affiliate is in default in its obligations to CMS or such Affiliate. Merchant agrees
that all fees and other amounts are due and payable at the time the Services are performed or such fees or amounts are incurred. In
the event CMS does not deduct any such amounts from Merchant's proceeds when such amounts first become due and payable,
CMS may collect such amounts in any manner set forth for the collection of amounts due, as set forth in this Agreement. Furthermore,
Merchant agrees to reimburse CMS, Chase, the Card Network, and their respective affiliates, officers, directors, employees, agents,
and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, CMS' costs,
expenses, and reasonable attorneys' fees) arising out of any claim, complaint, or Chargeback (a) made or claimed by a Customer
with respect to any Transaction or Transaction data submitted by Merchant; (b) caused by Merchant's noncompliance with this
Agreement or the Card Network Rules (including without limitation any breach of a representation or warranty made by Merchant
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or Merchant's failure to comply with the Security Standards); (c) resulting from any voluntary or involuntary bankruptcy or
insolvency proceeding by or against Merchant; or (d) related to Merchant's placement or the placement of any person owning or
controlling Merchant's business in one or more databases of terminated or high risk merchants maintained by the Card Networks.
The obligations provided for in this Section shall survive termination of this Agreement and do not apply to any claim or complaint
to the extent they are caused by CMS' own negligence or willful misconduct.
2.5 Collection of Amounts Due.
In addition to any other rights and remedies CMS may have under this Agreement, CMS may pursue one or more of the
following options with respect to amounts due under this Agreement:
(a) withhold all or some of Merchant's settlement funds (or any other funds that would otherwise be payable by CMS to
Merchant) and apply them against the amounts due;
(b) debit the Settlement Account for the amounts due;
(c) request and receive prompt payment for such amounts; and
(d) apply funds held in any existing Reserve Account against the amounts due.
2.6 Reserve Account.
If:
(a) Merchant begins accepting payment in advance of the shipment of goods or fulfillment of services, or materially
increases the amount of time between Merchant's acceptance of payment and the anticipated shipment or delivery of
goods or fulfillment of services;
(b) Merchant receives a number of Chargebacks in excess of one percent (1 %) of its total number of Transactions over a
period of sixty (60) or more consecutive days, or CMS is notified by any Card Network of Merchant's inclusion in any
chargeback monitoring or similar risk -based program, or of any Card Network Liabilities to be assessed as a result of
Merchant's Chargebacks;
(c) CMS has received notification from any Card Network(s) or has otherwise become aware of any material violation of
the Card Network Rule(s), causing CMS to believe that it is reasonably likely to be subject to Card Network Liabilities;
(d) CMS reasonably suspects fraud or other illegal activity;
(e) either party provides notification of non -renewal or termination of this Agreement, or this Agreement is terminated for
any reason; or
(f) required by CMS, and communicated to Merchant in writing prior to the execution of this Agreement, as a condition
of CMS' entering into this Agreement;
then CMS may designate an amount of funds that shall be funded by Merchant and maintained by CMS to protect CMS
against the reasonably anticipated risk associated with Merchant's account (such funds being hereinafter referred to as the "Reserve
Account"). Any required Reserve Account shall be due upon request, and may be collected by CMS in any manner provided in this
Agreement for the collection of amounts due. The amount of such Reserve Account shall not exceed the sum of (i) one month's
average fees including without limitation, processing fees, interchange assessments and third -party fees collected by CMS; plus (ii)
one month's average monthly Chargebacks multiplied by six; plus (iii) one month's average monthly Refunds multiplied by two;
plus (iv) the aggregate value of Transactions, if any, submitted by Merchant to CMS with respect to goods and/or services not yet
delivered to Customers; plus (v) the amount of any Card Network Liabilities reasonably anticipated by CMS. For purposes of this
calculation, each monthly average shall be calculated over the immediately preceding consecutive twelve (12) month period (or, if
CMS has not yet been processing for Merchant for twelve (12) consecutive months, such shorter period of time as CMS may have
been processing for Merchant or the parties may otherwise agree). CMS may (but is not required to) apply funds in the Reserve
Account toward, and set off any funds that would otherwise be payable by CMS to Merchant against, the satisfaction of any amounts
due from Merchant pursuant to this Agreement. Funds in the Reserve Account will be held and controlled by CMS, will not bear
interest, and may be commingled with other funds, (but will be accounted for separately). Merchant shall have no interest in the
Reserve Account other than a contingent right to receive funds, as set forth below. Reserve Accounts (and CMS' right to require a
Reserve Account after termination of this Agreement as set forth above) shall survive termination of the Agreement. Upon
satisfaction of all of Merchant's reasonably anticipated obligations under this Agreement and the expiration of the applicable
timeframes for Chargebacks (as set by the various Card Networks), CMS will return to Merchant any unused funds remaining in the
Reserve Account. In addition, upon Merchant's request from time to time, but in no event more than once per month, CMS will
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review the risk associated with Merchant's account and as needed adjust the amount currently held in the Reserve Account and
return to Merchant any funds in the Reserve Account which CMS no longer believes to be reasonably necessary to cover the
remaining risk.
3. Reporting.
CMS will provide online access to reporting reflecting the activity of Merchant's account(s) and allowing Merchant to
generate detailed statements of such activity. Merchant agrees that it has responsibility to monitor its account activity and that it
waives all claims against CMS for any errors that are not reported to CMS within ninety (90) days from the posting of the activity
in Merchant's online account report.
4. Future Deliverables; Refunds; Chargeback Liability.
4.1 Future Deliverables.
Unless CMS has agreed in writing in advance, Merchant shall not submit Transactions to CMS (including in connection
with any installment sales or deferred payment plans) until (i) the goods are delivered or shipped or (ii) the services are performed.
The foregoing restriction applies to installment sales, deferred payment plans and recurring transactions.
4.2 Refunds.
To the extent required by the Card Network Rules, Merchant shall maintain a written policy with regards to Refunds and
shall disclose or make available such policy to its Customers. Upon request, Merchant shall make such policy available to CMS.
Merchant shall not accept any payment from a Customer as consideration for issuing a Refund. Except to the extent permitted by
the Card Network Rules or expressly required by applicable law, Merchant shall not give cash (or cash equivalent) refunds to a
Customer in connection with a prior Transaction. Unless otherwise required by the ChaseNet Rules or Card Network Rules, any
Refunds shall be prepared and submitted to CMS within three (3) days of Merchant's approval of Customer's request for such
Refund. Merchant shall have liability for all Refunds submitted by Merchant, its employees, agents or representatives, or by third
parties using Merchant's identification number without Merchant's authorization, except where such third party obtained Merchant's
identification number as a result of the negligence of CMS.
4.3 Chargeback Liability.
Merchant shall have full liability for all Chargebacks assessed to CMS in accordance with the applicable Card Network
Rules; provided, however, that in the event that any Chargeback is ultimately reversed in favor of Merchant, CMS shall refund
Merchant for the amount thereof. Merchant shall use reasonable efforts to provide CMS with all necessary data relating to the
investigation and management of any reasonably suspected fraud or fraudulent Transactions that is reasonably requested by CMS
(such data to be used by CMS and Chase for fraud protection and prevention purposes only).
5. Fees; Adjustments.
5.1 Schedule A.
Merchant shall pay all fees and amounts (e.g. interchange and assessments) set forth in this Agreement (including, without
limitation, those set forth on Schedule A hereto). Unless otherwise indicated on Schedule A, Merchant shall be solely responsible
for all communication expenses required to transmit Transactions to CMS. For each file or batch submitted by Merchant, CMS will
group the Transaction data by Transaction characteristics, including, without limitation, type of Transaction, method of payment,
and interchange qualification category. For each such group, CMS will calculate the applicable fees to two decimal places. The
fees for each will be rounded to the nearest full cent using conventional mathematical rounding logic for currency.
5.2 Price Adjustments.
(a) General. Fees set forth in this Agreement are based upon Merchant's annual volume, average Transaction size, as set
forth in Schedule A, or in any amendment to this Agreement, and other information provided by Merchant. To the
extent any of the foregoing proves to be materially inaccurate, CMS may modify Merchant's pricing set forth in this
Agreement upon thirty (30) days' prior written notice; provided, however, that in such event, Merchant shall be entitled
to terminate this Agreement by providing CMS with notice of termination no later than one hundred eighty (180) days
after Merchant's receipt of notification of such increase. In addition, Merchant's fees may be adjusted to reflect (i)
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increases by Card Networks in interchange, assessments, (ii) other Card Network fees, additional fees imposed by the
Card Networks, or (iii) increases in third party fees identified in this Agreement, Schedule A or as otherwise agreed by
the parties in writing. Merchant shall pay all such fees, as so adjusted. Each such adjustment shall become effective
upon the date the corresponding increase or additional fee is implemented by the Card Network or third party provider.
(b) Chase Transaction Pricing. CMS shall be entitled at any time, upon thirty (30) days' written notice, to modify the
pricing applicable to Merchant's Chase Transactions; provided, however, that in such event, Merchant shall be entitled
to discontinue having its Eligible Chase Cards processed as Chase Transactions by providing CMS with notice thereof,
in which case all Transactions involving Eligible Chase Cards shall be processed by CMS as normal Visa Transactions,
subject to the pricing set forth in Schedule A for Visa Transactions, and subject to normal Visa interchange rates and
network fee pass -through. For the purpose of reviewing, evaluating and (if applicable) modifying Merchant's Chase
Transaction pricing, Merchant authorizes CMS to use Merchant's non -Chase Transaction processing data and pricing,
including, without limitation, the qualification levels and interchange rates applicable to its non -Chase Transactions.
5.3 Custom Interchange Rates.
Merchant agrees that CMS will not be responsible for honoring or implementing any custom interchange rate(s) which
Merchant may have negotiated, or may in the future negotiate, directly with the Card Networks (a "Custom Rate") unless Merchant
notifies CMS of such rate in writing and CMS agrees in writing to implement such Custom Rate. Merchant agrees that
implementation of any Custom Rate may require time and development work, and, as a condition of doing so, CMS may require
Merchant to pay a development fee (to be mutually agreed between the parties). In addition, Merchant agrees to notify CMS in
writing of any published tier interchange rates and/or any industry -specific interchange programs (such as those for the utility and
debt repayment industries) in which Merchant believes it is eligible to participate, and CMS shall not be responsible for implementing
any such rates or programs unless it has been so notified by Merchant.
6. Term; Termination.
6.1 Term.
This Agreement takes effect upon the date on which it first becomes signed by all parties hereto (i.e. the date on which the
last party to the Agreement signs), and continues for three (3) years from such date. Unless otherwise terminated by either party as
provided in this Agreement, this Agreement will automatically renew for successive one-year terms. Either party may give notice
of non -renewal of this Agreement in writing no more than ninety (90) days and no less than thirty (30) days prior to any expiration
date.
6.2 Events of Default.
In the event that either party fails in any material respect to comply with any provision, term, warranty, condition, covenant,
or agreement contained in this Agreement, including, without limitation, the Card Network Rules and Security Standards, or any
representation in this Agreement is or was false or incorrect in any material respect when made (any such event, an Event of
Default"), and such party fails to cure such Event of Default within thirty (30) days of its receipt of written notification from the
non -defaulting party specifying such Event of Default, then the non -defaulting party shall be entitled to terminate this Agreement
upon written notice of termination; provided, however, that no cure period shall be allowed, and CMS shall be entitled to terminate
this Agreement immediately, in the event that Merchant fails in any material respect to perform any of its obligations with respect
to the funding or establishing of a Reserve Account, as detailed in Section 2.6 above.
6.3 Other Termination Events.
In addition, CMS shall be entitled to terminate this Agreement immediately upon written notice to Merchant in the event
of any of the following:
(a) Merchant is placed in any Chargeback monitoring or similar risk -based program designated by any Card Network for
merchants with high levels of Chargebacks or presenting high levels of risk, and are not removed from such program
by the applicable Card Network within ninety (90) days;
(b) CMS reasonably determines Merchant, based on its financial statements, payment record with creditors, and other
relevant factors, to be financially insecure and unlikely to be able to meet its obligations under this Agreement;
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(c) any Card Network: (i) notifies CMS or Chase that it is no longer willing to accept Merchant's Transactions; (ii) requires
CMS or Chase to terminate or limit this Agreement or Merchant's ability to accept Cards; or (iii) imposes unduly
burdensome, costly or impractical conditions or requirements relating to Merchant or Merchant's transactions;
(d) a party or any individual entity or organization holding any material ownership interest in such party or any officer or
director of such party, is determined at any time to be an individual, entity, or organization (i) with whom the other
parties are prohibited from dealing by any United States law, regulation or executive order, including names appearing
on the U.S. Department of Treasury's Office of Foreign Asset Control's Specially Designated Nationals and Blocked
Persons List, or (ii) that is listed in one or more databases of terminated or high risk merchants maintained by the Card
Networks;
(e) Merchant (i) ceases to exist (other than as a result of a permitted assignment or sale by such party) or to conduct its
normal and customary business operations, or (ii) is convicted of or pleads no contest to a felony charge;
(f) CMS reasonably believes that Merchant (i) is involved in a material violation of applicable law or other domestic or
foreign law or regulation; (ii) has or is engaged in bribery, fraud, money laundering or corruption; or (iii) has otherwise
become the subject of public disrepute, contempt, or scandal that CMS reasonably determines may cause a material
adverse impact on the reputation and goodwill of CMS, Chase, or any Card Network, regardless of whether such
controversy relates to this Agreement;
(g) Merchant is in material breach or default of any term, condition, covenant, representation, or warranty contained in any
credit facility, loan document or other agreement between Merchant and Chase or any Affiliate of Chase (and such
breach is not cured in any applicable cure period provided in such document);
(h) Merchant does not transmit Transactions to CMS for a period of more than one hundred eighty (180) consecutive days;
or
(i) Merchant issues Bearer Shares or Merchant is a Bearer Share Company.
6.4 Budget Appropriations.
Upon thirty (30) days written notice, Merchant, if it is a government entity, may terminate this Agreement in the event that
funds are not appropriated/allocated by Merchant for the expenses associated with credit card processing for any fiscal year.
However, Merchant will continue to be responsible for any liabilities, commitments or obligations arising from payment transactions
processed pursuant to this Agreement prior to the effective date of termination.
6.5 Account Activity After Termination.
After termination of this Agreement, Merchant shall continue to be liable for Chargebacks, Refunds, fees, Card Network
Liabilities, credits, and adjustments resulting from or relating to Transactions processed pursuant to this Agreement. If Merchant
submits Transactions to CMS after the date of termination, CMS may, but is not required to process such Transactions in accordance
with and subject to all of the terms of this Agreement.
7. Indemnification.
CMS agrees to indemnify and hold harmless Merchant and its Affiliates, officers, directors, employees, and agents from
any losses, liabilities, and damages of any and every kind (including, without limitation, Merchant's costs, expenses, and reasonable
attorneys' fees) arising out of any third party claim or complaint relating to: (a) CMS' noncompliance with Card Network Rules, the
Security Standards; (b) a Data Compromise Event of CMS or its service providers; (c) any voluntary or involuntary bankruptcy or
insolvency proceeding by or against CMS; or, (d) CMS' violation of applicable federal, state or local laws and regulations. This
indemnification does not apply to any claim or complaint to the extent caused by Merchant's own negligence, recklessness or willful
misconduct. The indemnification provided under this Section shall survive termination and is subject to the limitation of liability set
forth in Section 11 of this Agreement.
8. Confidential Information; Use of Data; Card Industry Compliance.
8.1 Confidentiality.
(a) Each party has made and will continue to make available to the other party information that is not generally known to
the public and at the time of disclosure is identified as, or would reasonably be understood by the receiving party to be,
proprietary or confidential ("Confidential Information"). Confidential Information may be disclosed in oral, written,
visual, electronic or other form. Information meeting the definition of Confidential Information that is disclosed by a
party during the term of this Agreement and that is not otherwise subject to a separate nondisclosure agreement between
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the parties will be considered Confidential Information, even if the information is unrelated to this Agreement or the
Services to be provided hereunder. Each parry's Confidential Information includes its: (i) business plans, strategies,
forecasts, projects and analyses; (ii) financial information and fee structures (including CMS' pricing and pricing
proposals); (iii) business processes, methods and models; (iv) employee, customer, dealer, business partner and supplier
information; (v) hardware and system designs, architectures, structure and protocols; (vi) product and service
specifications; and (vii) the terms of this Agreement. The following information shall be deemed the Confidential
Information of CMS: (x) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE-
18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by CMS; (xi) any attestation
of compliance or similar letter or report provided by CMS with respect to its compliance with the Security Standards;
(xii) any data and information (including data analytics and attribution data) about Chase Customers provided to
Merchant by CMS or any of its Affiliates; (xiii) Card Information associated with a Chase Card or Chase Customer;
and (xiv) the fact that any Customer(s) is/are a Chase Customer. For Transactions that are processed under this
Agreement, information (other than Card Information associated with a Chase Card) that is customarily part of the
payment transaction (e.g., transaction date and amount) may be utilized by each of the parties subject to the Security
Standards, Card Network Rules and ChaseNet Rules, as applicable, and shall not be deemed the Confidential
Information of any party.
(b) Except as otherwise permitted under this Agreement or with the prior written consent of the disclosing party, the
receiving party will not disclose, transmit or otherwise disseminate in any manner whatsoever any Confidential
Information of the disclosing party to any third party. The receiving party will use the same care and discretion to
avoid disclosure, publication or dissemination of any Confidential Information received from the disclosing party as
the receiving party uses with its own similar information that it does not wish to disclose, publish or disseminate (but
in no event less than a reasonable degree of care). CMS and Chase may disclose Merchant's Confidential Information:
(i) to the Card Networks in connection with the processing of Transactions and the provision of ancillary services
(including services made available directly through the Card Networks such as Address Verification and Account
Updater, if used by Merchant) and activity for which such disclosure is otherwise required (e.g., Retrieval Requests,
Chargeback adjudication, fraud detection and prevention); (ii) to its or its subcontractors' employees, consultants or
agents for the purpose of performing its obligations under this Agreement and only to those who are obligated to
maintain the confidentiality of Merchant's Confidential Information upon terms similar to those contained in this
Agreement; and (iii) as may be necessary by reason of legal, accounting or regulatory requirements.
(c) The obligations set forth in this Section do not apply to any Confidential Information that the receiving party can
demonstrate: (i) the receiving party possessed prior to disclosure by the disclosing party, without an obligation of
confidentiality; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or
was independently developed by the receiving party without the use of any Confidential Information of the disclosing
party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of
confidentiality to the disclosing party or its Affiliates. Either party may disclose the terms of this Agreement to potential
parties to acquisition, divestiture or similar transactions to facilitate due diligence and closing of the transaction,
provided that potential party is subject to written non -disclosure obligations and limitations on use only for the
prospective or closed transaction, each party to that transaction using commercially reasonable efforts to limit the extent
of the disclosure.
(d) If the receiving party is legally required to disclose any Confidential Information of the disclosing party in connection
with any legal or regulatory proceeding, the receiving party will, if lawfully permitted to do so, endeavor to notify the
disclosing party within a reasonable time prior to disclosure and to allow the disclosing party a reasonable opportunity
to seek appropriate protective measures or other remedies prior to disclosure and/or waive compliance with the terms
of this Agreement. If these protective measures or other remedies are not obtained, or the disclosing party waives
compliance with the terms of this Agreement, the receiving party may disclose only that portion of that Confidential
Information that it is, according to the opinion of counsel, legally required to disclose and will exercise reasonable
efforts to obtain assurance that confidential treatment will be accorded to that Confidential Information. However,
nothing contained in this Agreement will restrict CMS' or Chase's ability to disclose Merchant's Confidential
Information to regulatory or governmental bodies asserting jurisdiction over CMS or its Affiliates.
8.2 Use of Data.
(a) General. Certain Merchant Confidential Information, including without limitation, financial information, information
related to Merchant's Transactions, and other information that Merchant provides to CMS may be shared by CMS or
Chase with its Affiliates and the Card Networks. Except as otherwise agreed by the parties in writing, CMS shall not
otherwise use or disclose such information other than, (i) as necessary to process Merchant's Transactions or otherwise
provide services and maintain Merchant's account pursuant to this Agreement; (ii) for CMS' and Chase's internal and
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operational purposes; (iii) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical
issues; (iv) to enhance or improve CMS' and Chase's products and services generally; or (v) as required or permitted
by the Card Networks or applicable law. CMS and Chase may use and/or share with third parties information derived
from Transactions provided that it is either aggregated or de -identified (meaning that reasonable steps have been taken
to ensure that the information does not identify Merchant and does not identify any individual person).
(b) Referral Partner. If applicable, CMS may also share and exchange such information with any Referral Partner (as
defined below), as reasonably necessary to administer any referral or similar program between Referral Partner and
CMS. This may include the sharing or exchanging of Merchant information for the purposes of calculating any referral
fees payable in connection with, and otherwise implementing and maintaining such program, and, in some cases,
servicing and managing Merchant's account. The information that may be shared or otherwise exchanged may include
Merchant's name, identification/account number, transaction volume, card summary, status with CMS (e.g. the
existence and terms of this Agreement, whether Merchant's application was accepted or declined, and whether this
Agreement has terminated or expired), Merchant's status with Referral Partner (e.g. membership or participation in
any Referral Partner organization or program), and such other information that is reasonably necessary for the purposes
described above. Merchant understands and agrees that CMS shall not be responsible for Referral Partner's subsequent
use or disclosure of such information.
8.3 Payment Card Industry Compliance.
(a) Each party agrees to comply with all applicable Security Standards.
(b) Merchant further agrees to provide CMS, upon its request, with such tests, scans, and assessments of Merchant's
compliance with Security Standards as may from time to time be required by the Card Network Rules in order for CMS
to confine or validate Merchant's compliance with the Security Standards.
(c) Merchant understands that its or its Service Providers failure to comply with the Card Network Rules, including the
Security Standards, may result in Card Network Liabilities for which Merchant shall be responsible.
(d) Merchant shall immediately notify CMS of its use of any Service Provider(s), and Merchant is responsible for ensuring
that any and all Service Providers and third -party payment software or applications used by Merchant to transmit, store
or process Card Information, are compliant with all applicable Security Standards and appropriately registered with, or
otherwise recognized as being compliant with the Security Standards, by all applicable Card Networks.
(e) If a forensic examination of Merchant or any of Merchant's Service Providers is required pursuant to the Card Network
Rules, Merchant agrees to engage an approved PCI Forensic Investigator ("PFI') (a list of which is available from the
PCI Council), and cause such forensic examination to be completed within the timeframe required by the Card Network
Rules, and cooperate with the PFI in connection therewith. Notwithstanding the foregoing, the Card Networks may
directly engage, or demand that CMS engage, an examiner on behalf of the Merchant in order to expedite the
investigation of a Data Compromise Event, and/or may require CMS to investigate such Data Compromise Event.
Merchant agrees to pay for all costs and expenses related to any required forensic examination and all liabilities
associated with any Data Compromise Event. Furthermore, if Merchant is undergoing a forensic investigation at the
time this Agreement is executed, Merchant shall fully cooperate with the investigation and agrees to continue so
cooperating until the investigation is completed.
8.4 Access to Information.
Merchant shall be responsible for ensuring that only employees and representatives with a need to know shall have access
to Card Information. Merchant may, from time to time, designate certain employees or representatives for which CMS shall provide
access (via login credentials or otherwise) to Merchant reporting, which may include access to Card Information. Merchant shall be
responsible for any unauthorized access to such information or any unauthorized transactions submitted, utilizing the login
credentials of Merchant's employees and representatives. In the event that any employee or other representative previously
designated by Merchant to CMS for purposes of allowing such access, Merchant agrees to notify CMS promptly in the event such
representative ceases to be employed by or associated with Merchant, or otherwise no longer has a reasonable business need to retain
such access.
9. Information About Merchant and Merchant's Business.
9.1 Additional Financial Information.
Upon five (5) business days' written notice, Merchant agrees to furnish to CMS (i) complete audited financial statements
of Merchant (or such lesser format financial statements of Merchant as CMS may agree to accept) from the most recently completed
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fiscal year if such request occurs more than one hundred twenty (120) days after the end of such fiscal year, and otherwise from the
fiscal year immediately prior thereto, and (ii) its most recently prepared interim financial statements.
9.2 Other Information.
Merchant agrees to provide CMS at least thirty (30) days' prior written notice of: (i) any significant changes to the nature
of its business, product lines or services; (ii) Merchant beginning to accept payment in advance of the shipment of goods or
fulfillment of services, or materially increasing the amount of time between acceptance of payment and the anticipated delivery or
shipment of goods or fulfillment of services; (iii) any sale of all or substantially all of the assets of Merchant; or (iv) any person or
entity becoming the beneficial owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined
voting power of Merchant's securities, or otherwise acquiring voting control of Merchant. If CMS determines such a change is
material to its relationship with Merchant, CMS may refuse to process Transactions made subsequent to the change or terminate this
Agreement. Merchant agrees to provide CMS with prompt written notice if Merchant is the subject of any voluntary or involuntary
bankruptcy or insolvency petition or proceeding. Merchant agrees to provide CMS with any additional information CMS may
request pertaining to Merchant's business or Transactions in connection with any CMS inquiries or investigation concerning
suspected fraud or fraudulent Transactions.
10. ChaseNet Availability.
CMS reserves the right, at any time upon thirty (30) days' prior written notice, to discontinue the processing of Merchant's
eligible Transactions as Chase Transactions, in which case Transactions involving Eligible Chase Cards (i.e. Transactions which
would otherwise have been processed as Chase Transactions) shall thereafter be processed as normal Visa Transactions subject to
Visa pricing as set forth on Schedule A and normal Visa interchange rates and network fee pass -through.
11. Limitations of Liability; Disclaimer of Warranties.
Under no circumstances will CMS' and Chase's combined financial liabilities arising out of or related to this Agreement
exceed the total fees paid to CMS under this Agreement (net of Card Network and other third party fees including, without limitation,
interchange, assessments, and Card Network Liabilities) for the six months prior to the time the liability arose; provided, however,
that such limitation shall not apply with respect to CMS' indemnity obligations with respect to a Data Compromise Event pursuant
to Section 7.1(b). EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY,
ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION AND
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CARD NETWORK LIABILITIES SHALL BE
DEEMED TO BE DIRECT DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR
COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND CMS AND CHASE HEREBY
DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON,
REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES
PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.
12. Miscellaneous.
12.1 Taxes.
The fees described in this Agreement are exclusive of all taxes. Unless Merchant is otherwise exempt, and, if applicable,
provides a valid exemption certificate, Merchant agrees to pay all applicable taxes and similar charges however designated (other
than taxes assessed on CMS' net income) including sales, use, property, lease, excise, goods and services, value added, gross receipts
and like taxes ("Taxes") which are imposed by any governmental authority related to the Services, equipment, supplies, software,
intellectual property and other goods provided under this Agreement. Merchant also agrees to pay any Taxes imposed on
interchange, assessments or other third party fees collected by CMS pursuant to this Agreement. Merchant authorizes CMS to
increase the amount collected from Merchant to reflect any and all such Taxes and any assessments or increases in the Taxes imposed
on such sale or lease of the Services, equipment, supplies, software, intellectual property and other goods provided under this
Agreement. CMS may deduct withholding taxes, if any, from proceeds payable to Merchant where required under applicable law
and will provide to Merchant documentation required to be provided to Merchant under applicable law.
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12.2 Section Headings.
The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of
this Agreement.
12.3 Assignment; Other Events.
(a) CMS may not transfer or assign this Agreement, in whole or in part, without the prior written consent of Merchant, not
to be unreasonably withheld, except that such prior written consent shall not be required in connection with: (i) the
transfer of all or substantially all of the merchant acquiring business of CMS (whether by merger, stock sale, asset sale
or otherwise); (ii) an internal reorganization resulting in an assignment or transfer to an Affiliate of CMS; or (iii) as
permitted under the Card Network Rules, the substitution of another Card Network member for Chase, as the member
bank under whose sponsorship the Services are provided.
(b) Merchant may not transfer or assign this Agreement without the prior written consent of CMS, not to be unreasonably
withheld subject to CMS' standard credit and risk underwriting policies and procedures (which shall in no event be
deemed unreasonable).
12.4 Parties; Independent Contractor.
This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators,
representatives, and permitted successors and assigns. Merchant agrees that it is responsible for its employees' and Service
Provider's actions. In providing services to Merchant, CMS will not be acting in the capacity of agent, partner, or joint venturer;
CMS is acting solely as an independent contractor.
12.5 Representations.
(a) Merchant represents and warrants that all written information that it has or will submit to CMS, including without
limitation statements made on its Application and any subsequent addendums, are true, complete and not misleading
as of the date the statements were or will be made. Merchant further represents and warrants that only its authorized
representatives will submit written information to CMS. Merchant represents and warrants that it is not a Bearer Share
Company and that it will not issue Bearer Shares.
(b) CMS and Merchant each represent and warrant that its execution of and performance under this Agreement: (i) in no
way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including,
without limitation, its corporate charter or similar document or any agreement with any third party or affiliated entity;
(ii) has been duly authorized by all necessary action and does not require any consent or other action by or in respect
of any third party; and (iii) that the person signing this Agreement is duly authorized to do so.
12.6 Publicity.
Except to the extent required by applicable law, neither party shall make press releases or similar public statements
regarding the business relationship that is the subject of this Agreement, without the prior written consent of the other.
12.7 Severability.
Should any provision of this Agreement be determined to be invalid or unenforceable under any applicable law, rule,
regulation, or Card Network Rule, such determination will not affect the validity or enforceability of any other provision of this
Agreement.
12.8 Waivers.
No term or condition of this Agreement may be waived, and failure by either party to enforce any terms or conditions of
this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of
any such term or condition, except pursuant to a written waiver executed by the party against whom such waiver is sought to be
enforced.
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12.9 Entire Agreement.
The Application, taxpayer identification and certification documentation, and all schedules, supplements, exhibits and
attachments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the entire
understanding between Merchant, Chase and CMS with respect to the matters contained herein and supersedes any prior agreements
between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of CMS, Chase or their
representatives. This Agreement shall prevail over any conflicting terms of any agreement governing the Settlement Account. In the
event that any of the terms and conditions of this Agreement contradicts or conflict with the terms and conditions of Merchant's
previously submitted Request for Proposal ("RFP") or CMS' or Chase's subsequent response to Merchant's RFP, the terms and
conditions of this Agreement shall control.
12.10 Notices.
Except as otherwise provided in this Agreement, all notices shall be given in writing and either hand delivered, mailed first
class, postage prepaid (return receipt requested), transmitted electronically by email, or sent via overnight courier (with package
tracking capability) (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other
address as either party may from time to time specify to the other party in writing.
12.11 Governing Law; Waivers of Right to Contest Jurisdiction; Immunity and Jury Trial.
This Agreement will be governed by and construed in accordance with the laws of the State in which Merchant has its
primary residence without reference to conflict of law provisions; unless otherwise mandated by applicable law. THE PARTIES
HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE
TO CONTEST JURISDICTION OR VENUE. MERCHANT WAIVES ANY IMMUNITY (SOVEREIGN OR OTHERWISE)
THAT IT MAY HAVE IN CONNECTION WITH THIS AGREEMENT. THE PARTIES HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.
12.12 Force Majeure.
Neither party will be liable for delays in processing or other nonperformance caused by such events as fires,
telecommunications failures, utility failures, internet failures, power failures, equipment failures, labor strife, riots, war, terrorist
attack, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this Section will
affect or excuse Merchant's liabilities and obligations for Chargebacks, Refunds, or unfulfilled goods and services.
12.13 Amendment.
Except as otherwise set forth in this Agreement, the Agreement may be amended only by written agreement of the parties.
Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card
Network Rules or required for compliance with applicable law, such amendment will be effective upon written notice to Merchant.
12.14 Counterparts and Electronic Signature.
This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding
for all purposes as an original signature.
12.15 Prohibition of Unlawful Internet Gambling.
Merchant understands and agrees that the use of the Services to conduct transactions (including, without limitation, the
acceptance or receipt of settlement proceeds or other funds related to such transactions) that are related, directly or indirectly, to
unlawful Internet gambling is strictly prohibited by CMS and Chase. The term "unlawful Internet gambling," as used in this Notice,
shall have its meaning set forth in 12 C.F.R. Section 233.2(bb). Merchant agrees not to engage in, submit for processing or facilitate
any Transactions under this Agreement that directly or indirectly involve or are related to unlawful Internet gambling.
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13. Offshoring.
Certain services may be performed by CMS or any of its Affiliates, including Affiliates, branches or units located in any
country in which CMS conducts business or has a service provider. Merchant authorizes CMS to transfer Merchant's information to
such Affiliates, branches or units at such locations as CMS deems appropriate. CMS reserves the right to store, access, or view data
in locations it deems appropriate for the services provided.
14. Survival.
The terms that expressly or by their nature contemplate performance after the termination or expiration of this Agreement
shall survive and continue in full force and effect. For the avoidance of doubt the provisions relating to Authorization and Settlement,
Refunds, Chargebacks, Termination, Indemnification, Confidentiality, Use of Data and Limitation of Liability shall survive
termination.
15. Implementation Bonus.
CMS will credit Merchant up to four thousand eight hundred dollars ($4,800) for Merchant's purchase of terminals (the
"Implementation Bonus"), such amount to be paid by CMS to Merchant within sixty (60) days of Merchant's purchase of
terminals.
Merchant understands and agrees that the retention of the Implementation Bonus is conditioned upon the satisfaction of the
Merchant's contractual commitments in accordance with the terns of this Agreement until at least the expiration of the three (3) year
initial term of this Agreement (the "Initial Term"). In the event that Merchant terminates this Agreement prior to the expiration of
the Initial Term other than due to CMS' uncured Event of Default (pursuant to Section 6.2), or if CMS terminates this Agreement
during the Initial Term due to Merchant's uncured Event of Default (pursuant to Section 6.2) or pursuant to Section 6.3, in addition
to any other remedies or rights that CMS has under this Agreement, Merchant shall repay to CMS a pro rata portion of the
Implementation Bonus equal to: (i) the total amount of the Implementation Bonus, multiplied by (ii) the number of months remaining
in the Initial Term at the time of such termination or failure, divided by (iii) the total number of months in the Initial Term (i.e., 36
months).
16. Definitions.
"Affiliate" of any Person mean shall mean (a) any other Person which, directly or indirectly, controls or is controlled by or
is under common control with such Person, (b) any officer or director of such Person, and (c) with respect to Chase, any entity
administered or managed by Chase, or an Affiliate or investment advisor thereof and which is engaged in making, purchasing,
holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person
possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by
contract, ownership of voting securities, membership interests or otherwise.
"Application" means a statement of Merchant's financial condition, a description of the characteristics of Merchant's
business or organization, and related information Merchant has previously or concurrently submitted to CMS, including credit,
financial and other business related information, to induce CMS to enter into this Agreement with Merchant and that has induced
CMS to process Merchant's Transactions under the terms and conditions of this Agreement.
"Bearer Shares" means securities that are not registered on the books of the issuing corporation and thus payable to any
possessor of the shares.
"Bearer Share Company" means a type of company which, unlike registered share companies, issues its securities as Bearer
Shares.
"Card" means a physical or virtual credit or debit card, or any evidence thereof (e.g. account number, access number, token,
code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology,
medium or method (regardless of form) used to access an account or account number through which Card Network payment services
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are delivered, authorized and established between a Customer and a Card Network, or representatives or members of a Card Network
that Merchant accepts from Customers as payment for goods or services.
"Card Information" means information related to a Customer or the Customer's Card, that is obtained by Merchant from
the Customer's Card, or provided by the Customer in connection with his or her use of a Card, including, without limitation, Card
account numbers and expiration dates, security codes (e.g. CVV2, CVC2, etc.), PIN numbers, credit limits, account balances, or
Customer billing address, phone numbers, or zip codes (when provided solely as part of an identity verification system), and any
data read, scanned, imprinted, or otherwise obtained from the Card, whether printed thereon, or magnetically, electronically, or
otherwise stored thereon. For the avoidance of doubt, information about Customers which is not specific to Customer's Card and
which is voluntarily provided to Merchant by Customers for purposes of shipping or delivering goods or services, Customer's
participation in a loyalty program, mailing list, special offers, or similar purposes (e.g., Customer's name, mailing address, phone
number, email address, birthdate or age), shall not be deemed Card Information.
"Card Network" means any payment card network provider whose payment method is accepted by CMS for processing,
including, without limitation, Visa Inc., MasterCard International, Inc., Discover Financial Services, LLC, American Express, Pulse,
and STAR.
"Card Network Rules" means all bylaws, rules, programs, regulations, specifications, and manuals, as they exist from time
to time, of the Card Networks. With respect to the Chase Transactions, the ChaseNet Rules are the applicable Card Network Rules.
"Chargeback" means a reversal of a Transaction Merchant previously presented to CMS pursuant to Card Network Rules.
"Chase Card" means a Card issued by Chase or its Affiliates and used to access a line of credit, prepaid account, or deposit
account, issued or maintained by Chase or its Affiliates.
"Chase Customer" means any person or entity to whom a Chase Card is issued or who is otherwise authorized to use a
Chase Card.
"Chase Transaction" means a Transaction utilizing an Eligible Chase Card and which is processed over the ChaseNet
platform.
"ChaseNet" means Chase's payment processing platform(s) where Transactions involving Eligible Chase Cards are
processed directly between Merchant and Chase, bypassing the traditional Card Network "interchange" system.
"ChaseNet Rules" means the Chase Merchant Program Requirements, as amended, revised and updated from time to time,
which set forth the rules and requirements applicable to the acceptance of Chase Transactions.
"Customer" means the person or entity to whom a Card is issued or who is otherwise authorized to use a Card.
"Data Compromise Event" means an occurrence that results, or may have resulted, directly or indirectly, in the
unauthorized access to or disclosure of Card Information in the possession or control of a party to this Agreement or its service
providers.
"Eligible Chase Card" means a Chase Card of a type that Chase, in its sole discretion, has determined to be eligible for use
in Chase Transactions processed over ChaseNet generally. Unless CMS has notified Merchant otherwise in writing (or the parties
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have agreed in writing to Chase Transaction pricing specific to another Card type, e.g. PIN debit), Eligible Chase Cards shall be
limited to consumer and small business Chase Cards for which a Visa -branded credit or signature debit card has been issued.
"Merchant" means the legal entity identified in the Application and on the first and signature pages of this Agreement.
"Merchant Application" means any software application developed by or on behalf of Merchant that provides various
services and capabilities for Merchant's customers including the ability purchase or otherwise effect payment for Merchant goods
or services.
"Person" shall mean any natural person, partnership, limited liability company, corporation, trust, joint venture, joint stock
company, association, unincorporated organization, government or agency or political subdivision thereof, or other entity, whether
acting in an individual, fiduciary or other capacity.
"Referral Partner" is a third party that has entered into a (i) formal referral relationship with CMS pursuant to which it
referred Merchant to CMS for payment processing services and/or (ii) preferred pricing program with CMS. The Referral Partner
may be paid a fee by CMS for the referral of Merchant to CMS. In addition, the Referral Partner may be involved in the servicing
and maintenance of Merchant's account. Referral partners may include, as applicable, without limitation, financial institutions,
Merchant's franchisor, independent sales organizations, trade associations or groups and service providers.
"Refund" means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or
cancellation of services, and any adjustment of a Transaction.
"Reserve Account" shall have the meaning set forth in Section 2.6.
"Security Standards" means all rules, regulations, standards, or guidelines adopted or required by the Card Networks or
the Payment Card Industry Security Standards Council relating to privacy, data security, and the safeguarding, disclosure, and
handling of Card Information, including, without limitation, the Payment Card Industry Data Security Standards, Visa's Cardholder
Information Security Program, Discover's Information Security & Compliance Program, American Express's Data Security
Operating Policy, MasterCard's Site Data Protection Program, Visa's Payment Application Best Practices, the Payment Card
Industry's Payment Application Data Security Standard, MasterCard's POS Terminal Security program, and the Payment Card
Industry PIN Transmission Security program, in each case as they may be amended from time to time.
"Service Provider" means any party that processes, stores, receives, transmits, or has access to Card Information on
Merchant's behalf, including, without limitation, its agents, business partners, contractors, and subcontractors.
"Transaction" means any transaction conducted between a Customer and Merchant utilizing a Card in which consideration
is exchanged between the Customer and Merchant.
"U.S." means the forty-eight (48) contiguous states of the United States, District of Columbia, Alaska and Hawaii. For
the avoidance of doubt, all other United States possessions and territories are excluded, except as may otherwise be provided in an
addendum hereto.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement.
Agreed and Accepted by:
City of Lubbock Texas
Mer Name
By au zed signature)
Tr y Payne, Mayor
Print Name and Title
December 13, 2022
Date
1314 Avenue K
Address
Lubbock. Texas79401
City, State Zip
H W ainwrighUGBianchi 12022022
AITEST
Rebecca Garza, City Secretary
Approved as to Content
D. oste 1ch, Chief Financial
Officer
Approved as to Form
Amy SimPevy
utt' Assistant
City Atto
Agreed and Accepted by:
PAYMENTECH, LLC for itself and on behalf of
JPMORGAN CHASE BANK, N.A.
B,yy
Print Name and Title
Date
8181 Communications PIM, Bldg. B, Floor 05
Address
Plano Texas 75024
City, State Zip
V. 14254
To Be Completed By Paymentech, LLC
Merchant Agreement Contract Number is:
Merchant Processing Identification Number Will Be Provided At Time of Processing Set Up
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PAYMENTECH, LLC
U.S. SELECT MERCHANT PROCESSING AGREEMENT
OPTBLUE AMENDMENT
MERCHANT NAME: City of Lubbock Texas
This Amendment (the "Amendment") is attached and incorporated into the U.S. Select Merchant Processing Agreement, dated on or about its
Effective Date (the "Agreement"), as may have been amended, between Paymentech, LLC (or its predecessor in interest), for itself and on behalf
JPMorgan Chase Bank, N.A. ("Member"), and the Merchant(s) whose signature(s) appear below (collectively referred to as "Merchant"). This
Amendment is effective as of the date last signed below (the "Effective Date"). Terms not otherwise defined herein have the meanings set forth in
the Agreement. To the extent there exists any conflict or inconsistency between the terms of this Amendment and the Agreement, the terms of this
Amendment will control.
In consideration of the mutual promises made and the benefits to be derived from this Amendment, the sufficiency of which is hereby acknowledged,
the Agreement is hereby amended and modified to incorporate the following additional terms and conditions:
1. AMERICAN EXPRESS OPTBLUE TERMS.
1.1 American Express OptBlue Provisions. Merchant, by participating in American Express OptBlue Program, agrees to comply with
the requirements, acknowledgments and authorizations specific to Merchant's acceptance of American Express Payment Cards set forth in this
Section. Further, Merchant, by participating in American Express OptBlue Program, agrees to the limited manner described in this Section by
which American Express may directly market and communicate to Merchant, or use and disclose information Merchant provides in connection
with its participation in the OptBlue Program. The "OptBlue Program" is a program under which Chase Paymentech and other eligible third
party acquirers may enable small merchants (defined as merchants that process American Express card transactions where the gross annual sales
amount of such American Express card transactions is One Million U.S. Dollars or less) to accept American Express Payment Cards.
Notwithstanding the foregoing, the gross annual sales amount limit does not apply to the following industries: charity, education, government,
healthcare, insurance, online gambling, residential rent, or utilities.
1.2 Acceptance. Merchant hereby agrees to accept American Express Payment Cards only in accordance with the terms of the Agreement
and the American Express Merchant Operating Guide, as may be amended from time to time and which is located at
waw.americanexpress.com merchantopguide, provided however that (A) any Claim between Chase Paymentech and Merchant arising from or
relating in any way to this Agreement, even if relating to acceptance of the American Express Payment Card or otherwise involving or relating
to American Express (including claims to which American Express is a party or has a right to join), shall be brought in accordance with the
Agreement and not the dispute resolution provisions of the American Express Merchant Operating Guide; (B) American Express's right to
provide you information, notify you or otherwise provide you Solicitations (as hereinafter defined) shall be in accordance with Section 1.5
below and not the American Express Merchant Operating Guide; and (C) American Express's right to use Transaction Data and Merchant Data
provided to American Express by Chase Paymentech shall be in accordance with Section 1.6 and not the American Express Merchant Operating
Guide. -American Express has asked Paymentech to inform Merchant that any claim brought by Merchant against American Express, to which
Chase Paymentech is not a party, arising from or relating in any way to this Agreement is to be resolved pursuant to the dispute resolution
provisions of the American Express Merchant Operating Guide, provided that nothing in this Agreement shall provide any grounds for
Paymentech to be a party to any claim between Merchant and American Express that does not relate to this Agreement. For purposes of the
OptBlue Program, "Merchant Data" means names, postal and email addresses, tax ID numbers, names and social security numbers of the
authorized signer of OptBlue Program Merchants and similar identifying information about OptBlue Program Merchants. For clarification,
Merchant Data does not include Transaction Data.
13 Authorization. Merchant authorizes Chase Paymentech to submit Transactions to, and receive settlement from, American Express.
1.4 Communication with Merchants. By agreeing to use the "OptBlue" service, Merchant understands and agrees that American
Express may communicate with Merchant to provide information about the OptBlue Program and other programs regarding the American
Express network as set forth below, including:
a. "welcome acceptance" communications;
b. communications designed to inform Merchant how to increase Customers' usage of the American Express Card (e.g.,
information regarding posting of the American Express logo);
c. communications required by law or to comply with directions from American Express regulators;
d. communications necessary for Merchant to fulfill or comply with offers made by American Express to its Customers;
e. communications under certain circumstances where American Express seeks to transfer Merchant to direct card acceptance
program with American Express because Merchant's American Express transactions are more than $1 million annually or Chase
Paymentech no longer participates in the OptBlue Program;
f. communications about programs on the American Express network that are relevant to merchants participating in the OptBlue
program, but do not include Solicitations (as defined below); and
g. communications about the benefits to Merchant of accepting the American Express card, but do not include Solicitations.
1.5 American Express Programs. Although American Express may send Merchant general information about American Express
programs (e.g., notifications about the occurrence of American Express's "Small Business Saturday" program or the availability of American
Express's "Pay with Points" program as further described in Section 1.2 above), American Express will not directly solicit Merchant to register
for, purchase or otherwise obtain products or services unrelated to the OptBlue Program ("Solicitations"). Merchant may, however, receive
solicitations from American Express if it has provided the necessary data or consent directly to American Express outside the scope of this
agreement). To register for, purchase or otherwise obtain products or services from American Express unrelated to the OptBlue Program, please
contact American Express directly by visiting the website http: www.americanexpress.com privacy or calling American Express at 1-(800)-
528-5200.
INTERNAL PAYMENTECH USE Rev O8/22
Merchant Name: City of Lubbock Texas Page] of 3 Paymentech Contract No.:
Date Printed December 2, 2022
PAYMENTECH, LLC
U.S. SELECT MERCHANT PROCESSING AGREEMENT
OPTBLUE AMENDMENT
MERCHANT NAME: City of Lubbock Texas
1.6 Disclosure of Transaction Data and Merchant Data. Merchant understands and agrees that Chase Paymentech will disclose
Transaction Data and Merchant Data to American Express, and American Express may use such information to perform its responsibilities in
connection with the OptBlue Program, perform analytics and create reports, to communicate with Merchant in the manner permitted above and
for any other lawful purposes (other than Solicitations).
1.7 Protection of Merchant Data. American Express uses reasonable administrative, technical and physical security measures to protect
the security and confidentiality of Merchant Data obtained from Chase Paymentech under this Agreement. American Express requires industry
standard confidentiality and data security measures from third parties who are authorized by American Express to process data on its behalf.
American Express only shares data in accordance with its data protection privacy principles, available here:
htt s:/,'www.americanex ress.com us content/customer-privacv-trincil,les.html.
1.8 High CV Merchants. Merchant acknowledges that it may be converted from the OptBlue Program to a direct Payment Card
acceptance relationship with American Express if and when it becomes a High CV Merchant. Merchant acknowledges that upon any such
conversion, processing of any American Express Payment Card will be governed by American Express's then current card acceptance
agreement (and not this Agreement) and American Express will be solely responsible for setting pricing and other fees payable by Merchant for
acceptance of any American Express Payment Card. For purposes of this Agreement, a High CV Merchant is defined as a Merchant with greater
than $1,000,000 in Charge Volume in a rolling 12 month period
1.9 No Assignment of Payments. Merchant will not assign to any third party any payments due Merchant under this Agreement. All
indebtedness arising from charges will be for bona fide sales of goods or services (or both) at Merchant's establishments and free of liens,
claims and encumbrances other than ordinary sales taxes. The prohibition on assigning payments due Merchant, however, does not apply to the
sale of Transaction receivables to Chase Paymentech, its Affiliates or a partner of Chase Paymentech or its Affiliates that provides cash advance
funding.
1.10 Refund Policies. Merchant acknowledges that its refund policies for purchases American Express Payments Cards must be at least as
favorable as its refund policy for purchases made on Payment Cards of other Payment Brands. Merchant agrees to disclose to holders of
American Express Payment Cards the refund policy at the time of purchase and in accordance with Applicable Law.
1.11 Collection for Cardholders. Merchant may not collect or attempt to collect from any holder of American Express Payment Cards for
any purchase or payment on an American Express Payment Card unless: (A) the charge has been charged back to the Merchant; (B) Merchant
has accepted/paid the charge (i.e., no Chargeback reversal has been processed); and (C) Merchant has a right to collect or attempt to collect
funds to recover unpaid amounts lawfully owed to Merchant by such holder American Express Payment Cards.
1.12 NOTICE REQUIRED BY AMERICAN EXPRESS. American Express requires that Chase Paymentech inform Merchant that
(i) American Express charges Chase Paymentech a wholesale discount rate and not interchange and (ii) American Express operates a
non -interchange based network.
2. WAIVER OF RIGHT TO CONTEST JURISDICTION; WAIVER OF JURY TRIAL; ARBITRATION.
PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING
ARBITRATION.
WITH BINDING ARBITRATION MERCHANT ACKNOWLEDGES AND AGREES THAT:
(a) MERCHANT IS GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED
AGAINST CHASE PAYMENTECH, MEMBER, OR RELATED THIRD PARTIES;
(b) MERCHANT IS GIVING UP ITS RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST
CHASE PAYMENTECH, MEMBER OR RELATED THIRD PARTIES; AND
(c) MERCHANT IS GIVING UP ITS RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY
GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND TO PARTICIPATE AS A MEMBER OF A CLASS OF
CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST CHASE PAYMENTECH, MEMBER, AND RELATED
THIRD PARTIES.
IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, MERCHANT AND CHASE PAYMENTECH MAY OTHERWISE
HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND
TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS).
BUT, EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE
WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.
INTERNAL PAYWtENTECH USE Rev 08/22
Merchant Name: City of Lubbock Texas Page 2 of 3 Paymentech Contract No.:
Date Printed December 2, 2022
PAYMENTECH, LLC
U.S. SELECT MERCHANT PROCESSING AGREEMENT
OPTBLUE AMENDMENT
MERCHANT NAME: City of Lubbock Texas
Any claim, dispute, or controversy relating to acceptance of the American Express Payment Card or otherwise involving or relating to American
Express ("Claim") by either Merchant, Chase Paymentech or Member against the other, or against the officers, directors, employees, agents,
parents, subsidiaries, affiliates, beneficiaries, agents, successors, or assigns of the other, arising from or relating in any way to this Agreement or
to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration
clause or the validity of the entire Agreement, shall be resolved exclusively and finally by binding arbitration administered by the American
Arbitration Association ("AAA"). All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on
contract, tort (including intentional tort), fraud, agency, Merchant, Chase Paymentech's or Member's negligence, statutory or regulatory
provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative
action are subject to arbitration on an individual (non -class, non -representative) basis only, and the arbitrator may award relief only on an
individual (non -class, non -representative) basis. Merchant and Chase Paymentech will agree on another arbitration forum if the AAA ceases
operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between Merchant and Chase
Paymentech and/or Member. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted
on a class -wide or class action basis. The prohibition against class action contained in this Section shall be non -severable from the remainder of
this Section. If either party prevails in the arbitration of any Claim against the other, the non -prevailing party will reimburse the prevailing party
for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys' fees incurred by the prevailing party in
connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment
may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office,
www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. Any arbitration hearing at which Merchant appears
will take place at a location within Dallas County, Dallas, Texas. This arbitration agreement is made pursuant to a transaction involving
interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims
now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party's use of (or advancement of
any Claims, defenses, or offsets in) bankruptcy or repossession, replevin, judicial foreclosure, or any other prejudgment or provisional remedy
relating to any collateral, security, or other property interests for contractual debts now or hereafter owned by either party to the other.
3. CONVEYED TRANSACTIONS.
4.
If Merchant accepted American Express Payment Cards through the American Express OptBlue Program and no longer can do so because
Merchant became a High CV Merchant, in order to accept American Express Payment Cards through Conveyed Transactions, it must enter into
a direct relationship with American Express by executing American Express's then current card acceptance agreement.
Except to the extent amended hereby, all terms, provisions and conditions of the Agreement are hereby ratified and shall continue in full force
and effect and the Agreement shall remain enforceable and binding in accordance with its terms.
Please execute and return this Amendment to evidence Merchants' understanding and acceptance of its terms and incorporation by
reference in the Agreement.
Agreed and Accepted by:
City of Lubbock Texas
MERCHANT LEGAL NAME (Print or Type)
1314 Avenue K., Lubbock. Texas 79401
Address (Print o pe)
f
By (au ori� ignature)
Tray Payne, Mayor
By, Name, Title (Print or Type)
December 13, 2022
Date
Agreed and Accepted by:
PAYMENTECH, LLC, for itself and on behalf of
JPMorgan Chase Bank, N.A.
Print Name: "d � GL rl✓
Title: EV e UAfiLZ
Date: 1211 4 Q Z
Address: 8181 Communications Parkway, Plano, TX 75024
INTERNAL PAYMENMCH USE Rev 08/22
Merchant Name: City of Lubbock Texas Page 3 of 3 Paymentech Contract No.:
Date Printed December 2, 2022
Merchant Name: City of Lubbock Texas
CHASE 0 Schedule A - PIN Debit
J P. Morgan
PIN Debit Assumptions
Transaction - Related Assumptions
Annual PIN Debit Transactions I Av . PIN Debit Transaction Amount 1 $90.00
1. Debit - applied Transaction Fees & Authorization Fees
PIN Debit Online Authorization $0.10000
PIN Debit Settled Transactions No Cha e
PIN Debit Settled Transactions % No Charge
IncidenceELJE
Per Miscellaneous .Related
PIN Debit Authorization Reversal
$0.10000
PIN Debit Adjustment Fee
$2.50000
PIN Debit Re -presentment Fee
$2.50000
PIN Debit Reject Fee
$0.10000
PIN Debit Point of Sale Terminal Item Authorized
$0.10000
PIN Debit Point of Sale Terminal Item Authorized Wireless
$0.10000
PIN Debit Point of Sale Terminal Item Authorized TCP/IP
$0.10000
PIN Debit Point of Sale Terminal Item Authorized Special/Misc.
$0.10000
PIN Debit Point of Sale Terminal Item Authorized Frame Relay
$0.10000
PIN Debit Point of Sale Terminal Item Authorized Lease Line
$0.10000
PIN Debit Point of Sale Terminal Item Authorized Netconnect TCP/IP
$0.10000
PIN Debit Point of Sale Terminal Item Deposited
No Charge
Point of Sale Terminal Reject Transaction
$0.10000
Per Request Fees: Charged every time Merchant requests one of the items below
City of Lubbock Texas
Tray Payne
Printed Name
Authorized Rep Signature:
1314 Avenue K
Lubbock, TX 79401
Address
Mayor
December 13, 2022
Date
REV 101422 Mars 4.0
Paymentech Contract No: Page 1 of 1 Date: 12rM022
Merchant Name: City of Lubbock Texas
CHASE ::
Schedule A to Merchant Agreement
J P. Morgan
AssumptionCredit
RelatedTransaction -
Annual Payment Transaction Volume 1 66,289 Average Transaction Amount $90.00
Fees Fees
Visa Settled Transactions No Charge
Transaction
Mastercard Settled Transactions
No Charge
B
American Express Opt Blue Transactions
No Charge
Diners Settled Transactions
No Charge
a
Discover Settled Transactions
No Charge
JCB Settled Transactions
No Charge
Visa Settled Transactions
0.1100%
Mastercard Settled Transactions
0.1100%
2
American Express Opt Blue Transactions
0.1100%
a:
Diners Settled Transactions
0.1100%
Discover Settled Transactions
0.1100%
JCB Settled Transactions
0.1100%
Visa Authorizations
No Charge
t
Mastercard Authorizations
No Charge
QAmerican
Express Opt Blue Authorizations
No Charge
m
Diners Authorizations
No Charge
o-
Discover Settled Authorizations
No Charge
JCB Authorizations
No Charge
,. .• .
Per Incidence Fees - Authorization & Voice Authorization Related
Visa Auth Reversal - Visa authorization reversal misuse prevention $0.0350
MC Auth Reversal - Mastercard authorization reversal misuse prevention
$0.0350
Audio Response Unit Authorization - Charged when voice auth is handled by automated system
$0.5000
Voice Authorization -Charged when the Voice Authorization phone number is called to authorize a credit card
$0.9000
Voice AVS Request - Charged to speak to voice operator for each Voice Address Verification request
$0.9000
Voice Authorization Reversal - Charged for each voice authorization reversal
$0.9000
Voice AVS Authorization - Charged per each voice Address Verification Service authorization
$1.75
Voice Operator Assist - Charged for each voice operator assistance
$1.75
Per Incidence Fees - Chargeback Related
Visa or Mastercard Chargeback/Dispute Fee
$2.50
American Express Opt Blue Chargeback/Dispute Fee
$2.50
Diners Settled Chargeback/Dispute Fee
$2.50
Discover Settled Chargeback/Dispute Fee
$2.50
JCB Chargeback/Dispute Fee
$2.50
Visa or Mastercard Re -presentment Dispute Response Fee
$2.50
American Express Opt Blue Chargeback Re -presentment Dispute Response Fee
$2.50
Diners Settled Re -presentment Dispute Response Fee
$2.50
Discover Settled Re -presentment Dispute Response Fee
$2.50
JCB Chargeback Re -presentment Dispute Response Fee
$2.50
Visa or Mastercard Pre -Arbitration & Compliance Dispute Denied
$15.00
American Express Opt Blue Pre -Arbitration & Compliance Dis ute Denied
$15.00
Diners Pre -Arbitration & Compliance Dispute Denied
$15.00
Discover Pre -Arbitration & Compliance Dispute Denied
$15.00
JCB Pre -Arbitration & Compliance Dispute Denied
$15.00
Visa or Mastercard Collection Letter
$15.00
American Express Opt Blue Collection Letter
$15.00
Diners Collection Letter
$15.00
Discover Collection Letter
$15.00
JCB Collection Letter
$15.00
Per Incidence Fees - Funding Related
ACH Transfer Fee - Charged for each FTI transmission of funds sent to Merchant account No Cha e
Wire Transfer Fee - Per each funding via wire transfer $10.00
REV 101422 Mars 4.0
Paymentech Contract No: Page 1 of 6 Date: 12/2/2022
Merchant Name: City of Lubbock Texas
Per Incidence Fees — Miscellaneous Transaction Related
Rejected Transaction
No Charge
Pa mentech Gateway Transaction
No Charge
Hosted Pay Page Transaction
$0.1500
NetConnect Transaction
No Charge
Point of Sale Terminal Item Authorized
No Charge
Point of Sale Terminal Item Authorized Wireless
No Charge
Point of Sale Terminal Item Authorized TCP/IP
No Charge
Point of Sale Terminal Item Authorized SpecialfMisc.
No Charge
Point of Sale Terminal Item Authorized Frame Relay
No Charge
Point of Sale Terminal Item Authorized Lease Line
No Charge
Point of Sale Terminal Item Authorized Netconnect TCP/IP
No Charge
Point of Sale Terminal Item Deposited
No Charge
Point of Sale Terminal Reject Transaction
No Charge
Safetech Encryption (Verifone) Per Item Fee
$0.0250
Safetech Encryption (Ingenico) Per Item Fee
$0.0250
Safetech Encryption (P2PE- Voltage) Per Item Fee
$0.0250
If Merchant obtains point of sale devioe(s) from Chase Merchant Services ('CMS') or a third party for use with Safetech Encryption and CMS or the third party provides the
encryption services, additional fees shall be assessed: (a) a one-time device fee of $10.90 per device; and (b) an encryption injection fee of $34.95 per device per
occurrence. These assessments are in addition to the above Safetech Encryption Fee(s).
If Merchant obtains point of sale device(s) from Verifone directly and Verifone provides the Safetech Verifone Point Enterprise Solution encryption injection to the devices,
than the above one time device fee(s) and injection fee(s) will not apply. Merchant acknowledges and understands that its use of any fraud mitigation or security
errfacement solution (e.g. an encryption product or service), whether provided to merchant by CMS, Verifone or a third party, in no way limits Merchants obligation to
comply with the Security Standards or Merchants liabilities set forth in the Agreement
Merchant obtains point of sale devioe(s) for use with Safetech Encryption, the following additional fee shall be assessed: (a) a one-time device fee of $10.00 per Ingenico
device; and (b) an encryption injection fee of $34.95 per device per occurrence. These assessments are in addition to the above Safetech Encryption Fee(s). If Merchant
obtains point of sale device(s) from a third party, additional fees may apply. Merchant acknowledges and understands that its use of any fraud mitigation or security
enfacement solution (e.g. an encryption product or service), whether provided to merchant by Chase Merchant Services ('CMS') or a third party, in no way limits
Merchant's obligation to comply with the Security Standards or Merchants liabilities set forth in the Agreement
IMF • . ..
• - Time Fees
Pa entech Gatewa Situ Fee No Cha e
m
Monthly Fees
Monthly Paymentech Gateway Fee (per division)
No Charge
NetConnect Batch Monthly Fee
No Charge
Network Access Month Fee (per terminal per month)
$25.00
Safetech Encryption Monthly Fee (Verifone)
No Charge
Safetech Encryption Monthly Fee (In enico)
No Charge
Safetech Encryption Monthly Fee (P2PE- Voltage)
No Charge
REV 101422 Mars 4.0
Paymentech Contract No: Page 2 of 6 Date: 12/2/2022
Merchant Name: City of Lubbock Texas
Per Incidence Fees — Statement & Supply Related
NOR
5. Card Network Fees — Assessed on each transaction. The Card Networks assess fess on each transaction processed
network(s). These fees, generically referred to herein as Card Network Fees, consist of interchange fees, assessments,
access fees.
through their
data usage fees, and
Card Network Fees - Interchange Fees. CMS will 'pass through" to merchant an amount equal to the applicable interchange rate
Card Networks.
established by the
Discover Settled
Card Network Fees — Assessments.through' . merchant an amountequal to the applicable assessment
Networks. For convenience. the current assessment rates are set forth below.
Visa Assessments - Credit Transactions
rate established by the Card
0.140%
Mastercard Assessments (Credit transactions < $1,000.00 and all Debit transactions)
0.130%
Mastercard Assessments (Credit transactions > $1,000.00 or greater)
0.140%
American Express Opt Blue Network Fee Assessments
0.165%
Discover, Diners, & JCB Assessments
0.140%
Card Network Fees - Data Usage Fees
Credit Debit
Visa Domestic Sales Auth APF (Charged per Authorization & per Refund)
$0.0195 $0.01"
Visa Intl Sales Auth APF (charged per Authorization & per Refund)
$0.0395 $0.0355
Mastercard Network Access and Brand Usage NABU Fee (Charged per Authorization and r Refund
$0.0195 $0.0195
Discover, Diners, & JCB Card Data Usage Fee
$0.0025 $0.0025
American Express OptBlue
$0.0200 N/A
Visa Financial Transaction Fee
$0.0018
VI Reporting & Data Transfer
$0.0002
MC Reporting & Infrastructure
$0.0002
MC Connectivity Feej
$0.0014
REV 101422 Mars 4.0
Paymentech Contract No: Page 3 of 6 Date: 12/2/2022
Merchant Name: City of Lubbock Texas
Card Network Fees - Access Fees. CMS will "Pass through'
Networks. For the fees/rates
to merchant an amount equal to the applicable access fee/rate
forth below.
established by the Card
convenience. current access
z
MC Acquiring License Fee
are set
Charged on Mastercard Gross Sales volume. See Additional
0.004 /o
information under Card Network Fees below.
MC Digital Enablement per transaction
Charged on all Mastercard US acquired authorizations.
0.020%
• minimum fee amount is $0.02 with a maximum fee amount of $0.20
Discover, Diners, or JCB Digital Enablement Fee
Charged by Discover when providing digital transaction security and
0.010%
fraud prevention efforts
Applies to transactions qualifying at the Mastercard Humanitarian card
MC Humanitarian Program Fee
interchange category. When this fee applies, other MC Card Network
0.250%
fees will be waived.
American Express Opt Blue Card Not Present Fee
Charged on American Express Card Not Present Gross Sales volume.
0.300%
American Express Opt Blue Application -initiated Fee
Charged on American Express transactions initiated by a digital wallet
0.300 /o
application.
Discover, Diners, or JCB Network Authorization Fee
Charged by Discover on all authorizations for card transactions that
$0.0190
are settled through the Discover Network
MC Auth Access Fee - Avs Card Present
Charged when a merchant uses the address verification service to
validate a cardholder address
$0.0100
Visa Address Verification Service (AVS)
$0.0010
Discover, Diners, or JCB Address Verification Fee
$0.0050
Charged on Mastercard CNP transactions are declined with a MAC
Mastercard Authorization Advice Code Fee
value of 03 or 21, where in the past 30 days a transaction on the same
$0.0300
card, at the same merchant, with the same amount was declined with
MAC 03 or 21.
Charged on CNP transactions when specific Decline Codes (79, 82 or
MC Decline Reason Code Service
83) are received in combination with specific MAC codes (1 or 3)
$0.0200
through the Decline Reason Code Service (DRCS) program
Charged by Mastercard for every transaction performed with an
MC -Credential Continuity Fee
outdated credential irrespective of the transaction being approved or
$0.0300
declined
MC Installment Purchase [NSA - Sale
Mastercard will assess an installment program fee (for sale and return)
1.3000%
MC Installment Purchase INSA - Return
that originate transactions on Mastercard installment payment product
-1.1500%
codes that have successfully cleared and settled. The specific rates for
these fees are based upon the Card Acceptor Business (CAB)
program.
MC Installment Purchase INSB - Sale
0.1000%
MC Installment Purchase INSB - Return
0.00%
MC SecureCode Transaction Fee
Charged on Mastercard SecureCode transactions that are sent for
$0.0300
verification
MC Account Status Fee - Intra-regional
$0.0250
MC Account Status Fee - Inter -regional
$0.0300
Visa Zero $ Acct Verification Fee
Domestic Debit
Charged when a merchant uses this service to do an inquiry that a
$0.0300
Domestic Credit
card number is valid
$0.0350
International Debit/Credit
$0.0700
Discover, Diners, or JCB Account Verification Fee
$0.0200
MC Processing Integrity Fee - Pre Authorization
Charged when a card is authorized but not deposited and the
Pre Authorization
$0.0450
authorization is not reversed in a timely manner.
*the minimum fee amount for a Final Authorization is $0.04
Final Authorization
0.250%
Visa Misuse of Authorization Fee
$0.0930
MC Excessive Authorization Fee
MC Excessive Authorization Attempts Transaction Processing
$0.15•
Excellence Program (TPE) fee is charged for each declined auth
attempts (on the same card number and same card acceptor within a
24-hour period) over/above threshold. ' prior to Jan. 15 2023 rate is
$0.10
MC Nominal Authorization Fee (Card Not Present)
Applies for any approved nominal amount authorization with a
subsequent reversal for transactions under 1 full unit of currency. This
$0.0450
will apply only to Card Not Present transactions.
Visa Zero Floor Limit Fee I
Charged when a transaction is deposited but never authorized
$0.2000
REV 101422 Mars 4.0
Paymentech Contract No: Page 4 of 6 Date: 12/2/2022
Merchant Name: City of Lubbock Texas
Visa Transaction Integrity Fee - Credit
$0.1000
Charged on Visa transactions that do not meet qualification standards
for Custom Payment Service (CPS) categories.
Visa Transaction Integrity Fee - Debit/Prepaid
$0.1000
Charged on Visa fallback transactions when a merchant's location is
Visa High Fallback Fee
using a chip -enabled terminal and 10% or more of their total electronic
$0.1000
transactions are completed via magnetic -stripe.
Visa System Integrity Fee Domestic
Data Consistency fees will be charged when certain authonzation data
$0.1000
elements are changed or manipulated to move from a declined to an
approved authorization response.
Visa System Integrity Fee Cross Border
Excessive Authorization fees will be charged for each reattempt in
$0.1500
excess of 15 authorizations within a 30-day period.
Visa SPS` Repeat Auth Decline
Charged by Visa for every transaction following three previous declines
'Stop
$1.0000
by the same stop instruction. Payment Service
Discover Program Integrity Fee
Charged on Discover transactions that are downgraded to or directly
$0.0500
MC Ineligible Chargeback Blocking Fee
Charged when a fraud related Chargeback is blocked by Mastercard.
$3.00
Visa Non -Dom Currency Settlement Volume Fee
Visa will charge for all cross -border volume that are settled in a
o
0.10/o
currency that is different than the merchant's local currency.
Mastercard Cross Border Assessment Fee
0.600%
Charged by Mastercard, Visa, American Express, Discover, Diners
and JCB on foreign bank issued cards
Visa International Service Assessment Fee
1.000%
American Express Opt Blue International Fee
1.000%
Discover, Diners, & JCB International Service Fee
0.800%
MC International Support Fee
Additional fee charged by Visa, Mastercard, Discover, Diners and JCB
0.850%
Visa Interregional Acquiring Fee (IAF) (other MCCs)
0.450%
Visa Interregional Acquiring Fee (IAF) (high risk MCCs)
on foreign bank issued cards
0.900%
Discover, Diners, & JCB International Processing Fee
0.500%
Visa Partial Auth Non -Participation Fee
Applies to Petroleum merchants using automated fuel pumps that do
$0.0100
not support Partial Authorization.
MC Global Wholesale Travel Transaction Program B2B
Applies to Travel merchants for transactions qualifying at the
1.570%
Fee
Mastercard Commercial Business -to -Business interchange category.
Visa Global 62B Virtual Payment Service Fee
Applies to Travel merchants for transactions qualifying at the Visa
1.550%
Global 1326 Virtual Payments interchange category.
MC Freight Program Fee
Applies to Freight transactions qualifying at the Freight Program
0.500 /o
interchan a cat o
Monthly Fees 1 91
REV 101422 Mars 4.0
Paymentech Contract No: Page 5 of 6 Date: 12/2/2022
Merchant Name: City of Lubbock Texas
Visa Fixed Acquirer Network Fee - Visa Fixed Acquirer Network Fee is a monthly fee assessed by Visa per tax ID based
on Merchant Category Code (MCC), dollar volume, number of merchant locations, and whether the physical Visa card is Pass -Through
present or not present at the time of the transaction. This fee can vary monthly.
Mastercard Merchant Location Fee — Mastercard Merchant Location Fee of $1.25 will be applicable for each month with $1 25
$200.00 or more in Mastercard volume. This fee will be assessed quarterly based on the previous 3 months activity.
1. Card Network Fees
A significant portion of the fees that Paymentech, LLC, also known as Chase Merchant Services ("CMS") charges consists of fees and other charges that CMS pays to the
various card networks and payment systems ("Card Networks").
These charges (collectively referred to in this Schedule A as "Card Network Fees", include, but are not limited to, interchange rates, assessments, file transmission fees,
access fees, and international and cross border fees, and will be charged to Merchant in addition to the rates set forth above Whether a particular Card Network Fee
applies may be based on a number of factors, such as the type of card or payment method presented, specific information contained within the Transaction, how and when
the Transaction is processed, and the merchant's domicile and industry.
2. Mastercard assesses the Mastercard Acquiring License Fee annually to each Acquirer based on the total annual volume of Mastercard -branded sales (excluding
Maestro PIN debit volume) of its U.S. domiciled merchants. To fairly distribute the fee across all CMS Mastercard -accepting merchants, a rate of 0.004% will be applied to
all of Merchant's Mastercard gross sales transactions.
3. In some cases, it is not possible to allocate the associated expenses from the payment networks directly to transaction counts or volume, so Chase
Merchant Services produces a rate that is based on the associated expense from the payment networks and applies that expense accordingly.
Notice Reguired By American Express
American Express requires that CMS inform Merchants that (i) American Express charges CMS a wholesale discount rate and not interchange and (ii) American Express
operates a non -interchange based network.
City of Lubbock Texas
Merchant Legal Name
Tray Payne
Printed Name
Authorize44TeprooVative Signature
Agreed and Accepted by:
1314 Avenue K
Lubbock, TX 79401
Mayor
Title
December 13, 2022
Date
REV 101422 Mars 4.0
Paymentech Contract No: Page 6 of 6 Date: 12/2/2022