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ORDINANCE 6044
113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance: 6044 File Number: 2018-0130 AUTOMATED MERCHANT SYSTEMS, INC.: AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A CONTRACT WITH AUTOMATED MERCHANT SYSTEMS, INC. FOR CREDIT CARD PROCESSING SERVICES WHEREAS, the City currently uses Authorize.net to process credit card payments through a custom website that interfaces with the City's financial software system; and WHEREAS, the City is in the process of implementing the Tyler New Worlds eSuite online payment system that will be fully integrated with the financial software system; and WHEREAS, Tyler has partnered with Automated Merchant Systems, Inc. as its preferred vendor to provide credit card processing services for the eSuite online payment system; and WHEREAS, while the initial cost to the City will be less than $20,000.00, City staff anticipates expanding the use of Automated Merchant Systems, Inc. for other payment processes that would increase the annual cost to more than $20,000.00. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines that the facts shown above establish that an exceptional situation exists in which competitive bidding is not feasible or practical and therefore waives the requirements of formal competitive bidding and approves a contract with Automated Merchant Systems, Inc. for credit card processing services through the Tyler New World eSuite online payment system. Page 1 Printed on 317118 Ordinance: 6044 E.& Mimber 018-0W0 PASSED and APPROVED on 3/6/2018 Approved: Lioneld Jordan, Attest: --., d' C' 41y Sondra E. Smith, City Clerk Treasurer `lrtrrrilirl gyk ft1 w• �4° �f% ;w r p E.11YF-TTEVll_Lf_ ; NN Page 2 Printed on 3!1/18 City of Fayetteville, Arkansas - Text File File Number: 2018-0130 Agenda Date: 3/6/2018 Version: 1 In Control: City Council Meeting Agenda Number: C. 4 AUTOMATED MERCHANT SYSTEMS, INC.: 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Status: Passed File Type: Ordinance AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A CONTRACT WITH AUTOMATED MERCHANT SYSTEMS, INC. FOR CREDIT CARD PROCESSING SERVICES WHEREAS, the City currently uses Authorize.net to process credit card payments through a custom website that interfaces with the City's financial software system; and WHEREAS, the City is in the process of implementing the Tyler New Worlds eSuite online payment system that will be fully integrated with the financial software system; and WHEREAS, Tyler has partnered with Automated Merchant Systems, Inc. as its preferred vendor to provide credit card processing services for the eSuite online payment system; and WHEREAS, while the initial cost to the City will be less than $20,000.00, City staff anticipates expanding the use of Automated Merchant Systems, Inc. for other payment processes that would increase the annual cost to more than $20,000.00. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section I : That the City Council of the City of Fayetteville, Arkansas hereby determines that the facts shown above establish that an exceptional situation exists in which competitive bidding is not feasible or practical and therefore waives the requirements of formal competitive bidding and approves a contract with Automated Merchant Systems, Inc. for credit card processing services through the Tyler New World eSuite online payment system. City of Fayetteville, Arkansas Page 1 Printed on 3/7/2018 Marsha Hertweck Submitted By City of Fayetteville Staff Review Form 2018-0130 Legistar File ID 3/6/2018 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 2/15/2018 ACCOUNTING & AUDIT (131) Submitted Date Division / Department Action Recommendation: FApproval of an agreement with Automated Merchant Services, Inc. (AMS) for credit card processing for the City's miscellaneous accounts receivable online system. various funds Account Number i Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? No Previous Ordinance or Resolution # Original Contract Number: Comments: Budget Impact: Fund Project Title Current Budget Funds Obligated $ Current Balance Item Cost Budget Adjustment Remaining Budget Approval Date: V20140710 CITY OF FAYETTEVI LLE ARKANSAS MEETING OF MARCH 6, 2018 TO: Mayor and City Council THRU: Paul Becker, Chief Financial Officer FROM: Marsha Hertweck, Accounting Director DATE: February 14, 2018 SUBJECT: Automated Merchant Systems, Inc. contract CITY COUNCIL MEMO RECOMMENDATION: Approval of an agreement with Automated Merchant Services, Inc (AMS) for credit card processing for the City's miscellaneous accounts receivable online system. BACKGROUND: The City has the ability to bill external customers for services rendered by the City through the City's financial software system. The customer has the option to pay these bills online and the payments are processed through a third -party merchant that complies with the laws and security requirements governing credit card processing. The City receives miscellaneous accounts receivable online payments of approximately $133,000 annually. AMS will charge a fee on each transaction to process these online payments to the City. DISCUSSION: The City has been using Authorize.net to process these payments through a custom website that interfaces with the Tyler New World ERP financial system via batch processes. The City is in the process of implementing Tyler New Worlds eSuite online payment system that will be fully integrated with the City's ERP system. Tyler has partnered with AMS as a preferred vendor to provide credit card processing services for their eSuite online payment system. Due to the tight integration with eSuites, we are recommending AMS as a sole source vendor. BUDGET/STAFF IMPACT: The total annual processing fees under the existing Authorize.net agreement is under $20,000. Staff has compared the existing credit card fees with AMS proposed fees and found AMS fees to be competitive. The City currently utilizes multiple credit processing vendors but would like to move all credit card processing to a single vendor to streamline reconciliation, standardize fees, and improve staff efficiency. Staff is requesting approval of this contract with the intent of expanding the use of AMS to other payment processes which would eventually increase our annual fees to exceed $20,000. Staff recommends AMS to leverage the tight integration with Tyler New World ERP and the future consolidation of credit card processing into a single vendor. The total impact to the budget is minimal since the fees are competitive with other credit card processing companies and are budgeted within the current year. Attachments: Staff Review form, Staff Review memo, Sole source, Contract Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 SOLE SOURCE JUSTIFICATION PURPOSE: This form, with one or more categories completed, must accompany purchase requisitions for the sole source procurement of equipment, services or supplies exceeding $1000 (purchased from State Contract venders excepted). The purpose of sole source justification is to show that competitive bidding is impractical because only one product or service provider can meet a specific need. Therefore, an equitable evaluation of comparable products or services must be made and documented by the requester who shows that rejection of other products or services is based solely on their failure to meet that need. In cases where no other comparable source can be identified, a technical description of the product requested and a listing of those companies which were considered as alternative sources must be provided. Quality can be a subjective evaluation based upon opinion. Municipal (public) procurement law requires price considerations be evaluated via competitive quoting or bidding. While all sole source justifications are subject to review, sole source justified purchases of $20,000.00 or more must be publicly bid or a bid waiver approved by Council. Justifications must contain clear, in-depth, and accurate information in order to avoid protests and the possibility of delaying the procurement. INSTRUCTIONS: 1. Please type or print legible in ink. 2. Complete all categories and sections that apply. 3. Provide full explanation, complete descriptions, and/or list all relevant reasons where space has been provided. Sole Source Justification forms lacking sufficient detail cannot be approved. 4. Sign and date the form in the space provided for "signature". 5. Improperly completed, and/or unsigned forms will be returned to the sender. TO: Purchasing Division Date: 2-15-2018 FROM: Keith Macedo Dept: Information Technology Names of Requisitioner and Dept. Head SUBJECT: Sole Source Justification Purchase Requisition (attached) Proposed Vendor Automated Merchant Systems Product Description Credit card payment processor and credit card payment gateway for Tyler New World ERP eSuite online payments. ERP eSuite initially process miscellaneous billing invoices and replace existing custom website that utilizes Authorze.net as CC processor STATEMENT I am aware that Fayetteville Code of Ordinances, Title III Administration, Chapter 34, Article II mandates that the procurement of services, materials, equipment and supplies be via competitive quotes whenever the amount is over $1,000.00. However, I aln requesting sole source procurement based on the following criteria. (Attach additional sheets as necessary): The requested product is an integral repair part or accessory compatible with existing equipment. (please state the manufacturer and model number of existing equipment): Automated Merchant Systems is a preferred credit card processor and payment gateway provider for Tyler New World's 2. The requested product has special design/perfortnance features which are essential to my needs. Bath A_ and B portions of this category must be completed. A. These features are: Tyler has a working relationship with Automated Merchant Systems (AMS) and recommends that clients utilize AMS for credit card processing. They have tested their eSuite applications with AMS and work with AMS to ensure their products on interoperable. B. In addition to the product requested, I have contacted other suppliers and considered their product of similar capabilities. I find their product unacceptable for the following reasons (identify companies contacted, individuals contacted, model number and specific technical deficiency). Due to the critical nature of processing online credit card payments we did not reach out to other vendors. We are recommending that we select AMS due to their close working relationship with Tyler New World ERP. Staff did compare AMS credit card processing fees with our existing credit card processing vendors, B vertical and Authorize.net, and determined that AMS fees were extremely close to existing fees. Due to this analysis, the Accounting and IT divisions believes AMS provides the same value as existing vendors and is the best vendor due to working relationship with Tyler New World. 3. I have standardized the requested product/service; the use of another would require considerable time and money to evaluate. Explain: approving the sole source justification to utilize AMS for Tyler New World ERP eSuite online payment processing for our miscellaneous billing and future eSuite online payment needs. 4. The requested product is one which I (or my staff) have specialized training and/or extensive experience. Retraining would incur substantial cost in money and/or time. Explain: 5. Please consider sole source approval for this reason(s) (e.g. trade-in allowance; availability of services, parts and maintenance; product is a prototype; inventory of parts are maintained, etc.): Authorization: Full Name and Title of Requisitioner Keith Macedo (typed or printed in ink) Signature " / Date 2-15-2018 Full Name of Division Head (typed or printed in ink) Signature Date AUTOMATED MERCHANT SYSTEMS IN c 0 R P () It A 1 1) Experts in Electronic Payments Merrick Bank 135 Crossways Park Drive North, Suite A, Woodbury, NY 11797 1(800)267-2256 MERCHANT PROCESSING AGREEMENT APPLICATION AND FEE SCHEDULE A Registered Service Provider of Merrick Bank Corporation ("Merrick") ASSOCIATE: ACCOUNT REP: Nancy Murphy 1030 DATE: Corporate/ Legal Name: Title: Mayor Corporate/ Legal Name: Email Address: Ijordan@fayetteville-ar.gov City of Fayetteville AR Title: City of Fayetteville AR Email Address: Address (Physical Location): Title: Mailing Address: Email Address: 113 W Mountain St 113 W Mountain St City: State: Zip: City: State: Zip: Fayetteville AR 72701 Fayetteville AR 72701 Email Address: Website Address: mhertweck@fayetteville-ar.gov www.fayetteville-ar.gov Contact Name: Title: Contact Name: (Corporate Office, If Applicable) Title: Marsha Hertweck Accounting Director Cheryl Partain Utility Financial Services Mgr Business Phone #: Fax #: Business Phone #: Fax #: (479) 575-8287 (479) 575-8273 (479) 575-8287 (479) 575-8273 CHAIN MERCHANT ❑ YES ® NO Federal Tax ID Number: 71-6018462 BUSINESS LICENSE #: TYPE OF BUSINESS: City Government NUMBER OF YEARS IN BUSINESS 20+Years CURRENT PROCESSOR: POS DEBIT: ® NO ❑ YES NETWORK: TRADE REFERENCES: Company: Contact: Phone: Fax: Account Type: Company: Contact: Phone: Fax: Account Type: Authorized Signer (First): MI: Last: Jordan Lioneld Title: Mayor Phone Number: (479) 575-8330 Email Address: Ijordan@fayetteville-ar.gov Alternate (First): MI: Last: Title: Phone Number: Email Address: Alternate (First): MI: Last: Title: Phone Number: Email Address: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: when you open an account, we may ask you for information that will allow us to identify you, including a copy of your driver's license or other identifying documents. ❑ By checking this box, Merchant opts out of receiving future commercial marketing communications from American Express. THE MERCHANT PROCESSING AGREEMENT IS EFFECTIVE UPON THE SIGNING BY MERCHANT AND AUTOMATED MERCHANT SYSTEMS, INC. Merrick Bank Corporation Automated Merchant Systems, Inc. By: By: 135 Crossways Drive North, Suite A Date 1071 S Sun Drive, Suite 2001 Date Woodbury, NY 11797 Lake Mary, FL 32746 407-331-5465 Rev 1/25/2018g Page 1 MERCHANT SIGNATURE AUTHORIZATION Name of Entity: City of Fayetteville AR The undersigned certifies and agrees to as follows: 1. The undersigned and any of the persons identified below are duly authorized to sign this Merchant Processing Agreement and bind the entity indicated above to it. If any official indicated below resigns or is replaced, that official's successor(s) in office shall be deemed to have signed this certification and the Merchant Processing Agreement. These persons also have the authority to perform the duties and functions defined in 2, 3 and 4 below. TITLE PRINT NAME SIGNATURE Mayor Lioneld Jordan LZ 2. The persons listed below are duly authorized to act for and on behalf of the entity indicated above in any manner relating to this Merchant Processing Agreement. 3. Both AMS and Merrick Bank may rely on the authority granted in this certification and the undersigned official represents and warrants that this certification shall remain in full force and effect until revoked upon written notice to AMS. 4. The following are the names, titles and genuine signatures of the persons authorized by this certification to perform ongoing organizational processes and updates: TITLE PRINT NAME SIGNATURE CFO Paul Becker Accounting Director Marsha Hertweck S i Accounting Manager Shelly Turberville Utility Financial Sery Mgr Cheryl Partain have subscriber y name fs the offici�i indicated above as of ��%�����:� ,) (date) Signature: Title MERCHANT INQUIRY: Has Merchant or Owners/Principals ever been terminated from accepting payment cards from any payment network for this business or any other businesses? ❑ NO ❑ YES (if yes, please explain) How Many Chargebacks Last Year? Total Amount: $ Please Mark all Card Types Accepted and Initial Here: (initials) "For Details on how these transactions qualify at each level, please refer to your Merchant Operating Guide ® Debit Cards: V/MC (consumer signature cards/ all foreign issued cards/ PIN debit cards) ® Other Cards: V/MC/DISC/AMEX ( business credit/debit, consumer credit, & all foreign issued cards) Page 3 The Fee Schedule You agree to pay all Payment Brand fees, transaction processing costs and other processing fees on debit and credit transactions as set forth herein. You authorize and direct Member Bank to charge such fees and costs to you by monthly debit through the ACH system to your designated DDA account. For a list of Merchant Interchange Rates, refer to haps;//www.automatedmerchant.comifalesschedule.htmi Nothing in this Section shall be deemed to alleviate or reduce any of your other obligations under the Agreement, including, but not limited to, your responsibilities with regard to Penalties and Dispute Items and your obligation to pay early termination fees, if applicable, pursuant to Section 10 of the Payment Processing Agreement. Non -Program Location Fees, Third Party Costs, and Dispute Item Costs Setup Fee Monthly Monthly Chargebacks ACH Breach Assurance Credit $ 0.10 $ 0.05 Statement Minimum $ 0.75 Rejects Program $ $ 7.50 $ 10.00 $ 15.00 $ 30.00 $ 9.95 Per MID Early Termination Fee See Section 10 $100,000.00 Coverage Per Transaction Fees Visa, Mastercard, Discover, & American Express Optional Reporting Fee $ e.00 Per User ID Auth / Decline Capture Interchange Markup Non -PCI Markup Voice Auth • Threshold USAePay Credit $ 0.10 $ 0.05 0.20 % 0.00 % $ 0.75 BridgePay Debit $ 0.10 $ 0.05 Waived PIN $0.00 $0.00 N/A N/A N/A $ 15.00 ACH Service Fees Monthly Access Transaction Return Transaction Re - Setup Fee_ _ Fee Transaction Fee Fee deposit Fee $ 250.00 $ 10.00 $ 0.50 $ 5.00 $ 2.50 PCI Compliant Internet Gateway Third Party Costs Gateway Setup Fee * Monthly Fee * Per Transaction • Threshold USAePay $ 150.00 $ 20.00 $ 0.10 1000 BridgePay Waived Waived $ 0.10 0 Plug -N -Pay $ 150.00 $ 15.00 $ 0.075 200 Authorize.net $ 100.00 $ 20.00 $ 0.10 0 * TNSI Synapse N / A $ 20.00 $ 0.10 0 " Monthly Fee: includes standard features, adding features may increase the monthly fee. • Per Transaction Fee only applies after transaction Threshold exceeded per month. " TNSI Synapse allows supported wireless terminals to connect using GPRS /CDMA modems. Page 2 This is a Payment Processing Agreement entered into as of the date accepted by ISO (defined below) and is by and among Merrick Bank, a Utah state chartered bank ("Member Bank"), Automated Merchant Systems, Inc. ("AMS") and the governmental entity ("Merchant", "you", "your', "yours" and the like) that signed the attached application included with this Agreement (the "Application") The term "Agreement", as used herein, shall include the Application, the fee schedule included with this Agreement, as applicable, (the "Fee Schedule"), the terms and conditions set forth below, and all attachments, exhibits, schedules and the like included herewith. Member Bank is a member/acquirer of Visa U.S.A. Incorporated ("Visa"), Mastercard International ("Mastercard"), DFS Services, LLC ("Discover'), is authorized to process and settle certain transactions originated on the American Express Travel Related Services Company, Inc ("American Express") payment network and is authorized to process Card transactions for such financial institutions and various other payment brands, payment networks and Card issuers (each a "Payment Brand") For purposes of this Agreement, "Card" means an account, or evidence of an account, authorized and established by a Payment Brand or representatives thereof that merchants accept from their customers as payment for goods or services. Cards include, but are not limited to, credit cards, debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. Member Bank and AMS have entered into an agreement whereby AMS acts as Member Bank's service provider and provides certain services to you through various third party service providers (AMS and such third party service providers shall hereinafter collectively be referred to as "ISO"), You desire to accept one or more types of Cards issued by a Payment Brand, Member Bank and ISO agree to provide services in accordance with the terms and conditions set forth below Accordingly, the parties to this Agreement, intending to be legally bound, agree as follows: OPERATIVE PROVISIONS 1. Services. Member Bank and ISO agree to provide you, at your U.S. locations identified in the Application (as defined below), transaction gateway, processing and/or settlement services (the "Services") in accordance with the terms and conditions of this Agreement, You agree to use Member Bank to sponsor, clear and settle all of your Card transactions You will be responsible for the installation, servicing and maintenance of the point-of-sale devices and related equipment at your facilities, and will likewise be responsible for the connection of those devices to the Services in compliance with ISO's requirements, ISO hereby grants to you a limited, non-exclusive, non -transferable, revocable, royalty free right, during the Term, to use the Services, subject to the restrictions herein and any other restrictions communicated by ISO to you, solely for your internal use. ISO and its suppliers shall retain title and all ownership rights to the Services and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Services or to the features or information therein, except as specifically stated herein. ISO is providing you with information concerning the technical requirements for allowing the Services to send and receive electronic transaction data for authorization and/or settlement from and to ISO. To utilize the Services, you must: (i) provide for your own access to the internet and pay any fees associated with such access, and (ii) provide all equipment necessary for you to make such connection to the internee, including a computer, modem and web browser, If you elect to receive transaction gateway services or certain other services from ISO, you may receive a password when registering for such services Upon approval, that password will allow you access to those Services. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify ISO of any unauthorized use of your password or account or any other breach of security. You shall not: (A) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Services; (B) circumvent any technological measure that controls access to the Services; or (C) use the Services other than pursuant to the terms of this Agreement 2. Payment Brand Regulations. All Card transactions and this Agreement are subject to, and the parties agree to be bound by, applicable Payment Brand operating rules and regulations ("Payment Brand Regulations"). The Payment Brand Regulations include the Payment Card Industry Data Security Standard, the Consortium Merchant Negative File published by Discover, Discover Information Security Compliance, Visa Cardholder Information Security Program, Mastercard's Site Data Protection Program, and the American Express Data Security Requirements, as may be amended, supplemented or replaced from time to time. A copy of the American Express Data Security Requirements ("DSR") can be obtained online at www.amerieanexpress.comfdsr. Merchant shall abide by and fully comply with the Payment Brand Regulations, DSS, CISP, SDP, DSR, and any other security requirements You are responsible for demonstrating your own, your agents, and your servicers' compliance with Payment Brand Regulations as they may be amended from time to time. ISO is not responsible for providing copies of the Payment Brand Regulations to you, and makes no representations or warranties regarding the accuracy of any summaries of Payment Brand Regulations it may provide. Most Payment Brand Regulations are available online, and ISO will provide you with specific website information upon request, You will comply with all state and federal laws and Payment Brand Regulations, including without limitation laws, rules and regulations regarding disclosure to customers on how and why personal information and financial information is collected and used. Furthermore, you shall comply with all of ISO's policies, procedures and guidelines governing the Services provided hereunder, as may be amended from time to time. You agree not to use, disclose, sell or disseminate any cardholder or card member (as used in and defined by the applicable Payment Brand Regulations, collectively, "Cardholder') information obtained in a Card transaction to any third party other than to, or authorized by, ISO, You agree not to store any Cardholder information obtained in a Card transaction unless specifically permitted to do so under applicable Payment Brand Regulations. You agree that ISO shall not be liable for any improperly processed transaction or third party, illegal or fraudulent access to your account, your IDs and passwords, end-user data or transaction data. ISO is not liable for your non-compliance or any costs of such non-compliance with any Payment Brand Regulation, If there is a conflict between this Agreement and the Payment Brand Regulations, the Payment Brand Regulations will apply, You will pay ISO and Member Bank immediately for all Payment Brand fines, charges, penalties and all other indebtedness levied by any Payment Brand, Card issuer, regulatory authority or other third party that is assessed against, charged to, directly or indirectly incurred or otherwise paid by, ISO and/or Member Bank which are attributable, at Member Bank's discretion, to your Card transaction processing or business, and any other loss, liability, assessment or fine incurred arising out of your breach of this Section (collectively, "Penalties"). You are solely responsible for the security of data residing on the servers owned, controlled or operated by you or a third party designated by you (e.g., a web hosting company or other service provider). You warrant that your servers and electronic systems are secure from breach or intrusion by unauthorized third parties and will hold ISO harmless for a breach of your systems. If there is a security breach of your system and/or access to end-user data or transaction data by an unauthorized third party, you shall immediately notify ISO upon discovery of such breach and shall lake such precautions as may be necessary to prevent such breaches from occurring in the future, as required by ISO. You agree that ISO may disclose to any Payment Brand information regarding you and your transactions, and that such Payment Brand may use such information to perform its responsibilities in connection with its duties as a Payment Brand, promote the Payment Brand, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communications purposes within the parameters of the Payment Brand Regulations. A Payment Brand may use the information about you obtained in this Agreement at the time of setup to screen and/or monitor you in connection with Payment Brand marketing and administrative purposes. You agree that you may receive messages from a Payment Brand, including important information about Payment Brand products, services, and resources available to your business. These messages maybe sent to your mailing address, phone numbers, email addresses or fax number. You maybe contacted at your wireless telephone number and communications sent may include autodialed short message service (SMS or "text") messages or automated or prerecorded calls. 3. Fees. The fees to be charged by Member Bank or ISO to you or your customers for the Services provided to Non -Program Locations are set forth in the Application and Fee Schedule (collectively, the "Fees"). ISO may change such Fees from time to time upon 10 days prior written notice to you. The Fees do not include, and you hereby agree to pay, all (i) Penalties, (ii) interchange fees, assessments and other third party charges charged to, directly or indirectly incurred or otherwise paid by, ISO and/or Member Bank which are attributable to your Card transactions (collectively, "Third Party Costs"), and (iii) chargebacks of Card transactions, refunds and related Interchange fees and assessments (collectively, 'Disputs Items'). Interchange fees and assessments charged hereunder will not be credited back to you If a transaction is subsequently reversed or othenalse processed as a credit or chargeback Third Party Costs for a given Card transaction depends on a number of factors such as the type of Card presented, specific Information contained in the Card transaction, haw and when the Card transaction Is processed and other factors. Payment Brands and other third parties regularly add new Third Parry Costs, change the rales for existing Third Party COWS. or change the qualification criteria for existing Third Party Costs. Changes in the way you accept and process Card Transactions, the volume of your Card Transactions, the produces and services you provide, and numerous other factors may affect your Third Party Costs. 4. Card Transactions. in addition to the requirements for Card transactions set forth In the Payment Brand Regulations, you agree that you will not. unless authorized to do so under the Payment Brand Regulations, (a) daposil into any bank account owned or controlled by you'Accaunt(sr) any sales orcraduls for any Card transaction between a Cardholder and an entity other then you; or (b) make a cash disbursement to a Cardholder arising out of a Card transacllon or any other use of a Card, or use your personal Card(s) to process transactions using your merchant account wish ISO that would constitute a cash advance. S. Your Bank Account a. You shall establish, and at all limes during the Term, maintain one or more Accounts with one or more banks in order to facilitate payment of amounts due from lime to time under this Agreement, which banns and Accounts shall be identified in the Application. To secure the extension of credit and your obligations ower Ihis Agreement including, without Ilmitalion, your obligation to pay, to the extent applicable, Fees, Third Party Coals, Dispute Items and/or Penalties, you grant to Member Bank and ISO a security interest In your deposited sales and all funds maintained In the Accounl(s). b. All credlls, charges and debits in connection wilh Card transactions and other amounts owing under this Agferarnwril shall be made to your Accotatt You authorize Member Bank, without further notice to you, to credit Or debt the Accounl(s) Any Fees. Third Party Coals, Dispute hams andfor Perialtles payable by you pursuant to the terms and conditions of this Agreement not collected by Member Bank or ISO through a debit to the Account, for whalever reason, shall be Invoiced to you by Member Bank or ISO end are due upon your receipt of such invoice. c. If you have more than ore deposit account with you banks, any or all of such accounts maybe treated as the Account and maybe credited, charged or debited In conneolion with Card transactlons and other amounts owing under ibis Agreement as Member Bank or ISO may determine; provided, that you may designate a particular Account with respect 10 certain amounts to be credited, charged or debited from lime to time by Member Bank In connection with paticular Card transactions. Member Bank agrees to comply with such designation so long as the designated Accounl(s) contain sufficient funds to satisfy such charges or debits. d If a debit or chargeback to the Account results in an overdraft, you agree to immediately deposit with your bank an amount sufficient to cover such overdraft and any related service charges or fees. e. If you desire to change the Account, you shall notify ISO In writing at least ten (10) days prior to the affective dale of the change and shall follow #SO's procedures for completing the change s- Display or service harks, Advertising and Promotional Materials a. You shall prominently display any service marks, identification logos and any other promotional malarials (collectively, the "Service Marks") the ISO furnishes to you to alert Cardholders that Cards will be honored by you This requirement shall not apply to private chubs or oilier merchants that do not serve the general public of other Gass of merchants exempted by a Payment Brand. The Service Marks for each Payment Brand must be at least the dimension of and as prominent as any other card program mark or logo displayed. b. You may use the Sarvlca Marks only to indicate that Cards are acupled by you for payment You shall not state, Imply or use the Service Marks to indicate that 150 or any, Payment Brand endorses, sponsors, produces, offers, sells or is affiliated with any of your goods or services. c. You shalt not refer to ISO or any Card or Payment Brandin staling ehobitily for your merchandise, services or membership d. Your use of the Service Marks of any Payment Brand shall be governed by the .Payment Brand's Regulations, e. Your right to use or display the Service Marks shall continue so long as this Agreement remains in effect, unless ISO directs that such use or display shall cease. You acknowledge that the Service Marks are the property of the applicable Payment Brand and you shall not infringe upon the Service Marks. If. All point of Sale displays or websites must Include appropriate Service Marks to Indicate acceptance of Cards or Payment Brand approved signage to Indicate acceptance of the limited acceptance calegM you have selected. 7. Term, This Agreement will be effective as of the dale qt is accepted by Member Bank and ISO and will continue in effect for a term of three (3) years following such date (the `Initial Term'), unless earlier terminated as provided for below. Fallowing the initial Term, this Agreement will automat Cally renew for addillonal one year renewal taints (each, a'Renewal Term ), unless earlier terminated as provided For below, If either party desire not to renew the Agreement at the end or the Initial Tenn or any Renewal Term, such party must provide written notice to the other parties of IIs intent not to renew this Agreement at least ninety (90) days prior to the expiration of the Initial Term or Renewal Term, as applicable. Notwilhslanding the forgoing. Member Bank may terminate this Agreement for any or no reason with 30 days' notice to you, 8. Events of Default. An "Event of tlefaull' shall mean the occurrence or existence of One or more of the following events or condtions, whatever the reason for such Event of Default and whether voluntary, Involuntary or effected by operation of law, (a) you fail to pay any obligation under ibis Agreement to Member Bank or ISO when due; (b) any representation or warranty made by you under this Agreement, the Application or any financial statement, cerlir�oale, report, exhibit or document required to he furnished by you to Member Bank or ISO pursuant to this Agreement shall prove false or misleading in any material respect as of the lime when made, includirg any omission of material information necessary to make such representation, warranty or statement not misleading or the failure to provide required information; (c) you shat) detain( in the performance or observance of any covenant, agreement or duty under this Agreement or any Payment Brand Regulation; (d) you are no longer allowed by a Payment Brand to accept such Payment Brand's Cards as payment or your name appears on a Payment Brand's terminated merchant file; (a) Member Bank or ISO reasonably conclude that any criminal, fraudulent, unauthorized orsuspicious activity has occurred or is Imminent with respect to your acceptance of Cards or your performance under this Agreement; M there Is an unexplained material change In your processed volume, average ticket size or mode of sale; (g) Member Bank or ISO reasonably conclude Ihat there exists a risk of an abnormal level of chargebacks or that you may not fund Fees. Third Party Costs, Dispute Items, or Penalties as they occur, (h) you have dofautted on any Page 4 obligation for borrowed money and the effect thereof may permit the holder of such indebtedness to accelerate the time when repayment is due; (i) there is an adverse material change in your business, operations, financial condition, properties, assets or prospects; 0) one or more judgments against you for the payment of money remain undischarged, unsatisfied or unstayed for a period of 45 consecutive days; (k) your lender takes possession of your inventory, (1) a writ or warrant of attachment, garnishment, execution, or similar process shall have been issued against you or any of your assets; (m) a proceeding shall have been instituted with respect to you (1) seeking an order for relief or a declaration entailing a finding that you are insolvent or seeking a similar declaration or finding, or seeking dissolution, winding up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief with respect to you, your assets or your debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities or any other similar law now or hereafter in effect, or (2) seeking appointment of a receiver, trustee, custodian, liquidator, assignee, sequestrator or other similar official for you or for all or any substantial part of your assets; or (n) you shall become insolvent, shall become generally unable to pay your debts as they become due, shall voluntarily suspend transaction of your business, shall make a general assignment for the benefit of creditors, shall institute a proceeding described in subsection (m)(1) above, or shall consent to any such order for relief, declaration, finding or relief described therein, shall institute a proceeding described in subsection (m)(2) above, or shall consent to any such appointment or to the taking of possession by any such official of all or any substantial part of your assets, shall dissolve, windup, revoke or forfeit your charter (or other constituent documents) or liquidate yourself or any substantial part of your assets, or shall take any action in furtherance of any of the foregoing; (o) accept a Card for an unlawful Internet gambling transaction; or (p) you fail to become or remain "PCI compliant" (as required under applicable Payment Brand Regulations) and/or you fail to certify such compliance to ISO upon request You shall notify Member Bank and ISO in writing immediately upon becoming aware of an Event of Default, or an event which, with the passing of time or the giving of notice, or both, would constitute an Event of Default 9. Remedies Upon Event of Default. Upon the occurrence of any Event of Default, Member Bank and ISO may employ any or all of the following remedies it deems appropriate: (a) terminale this Agreement immediately upon notice to you; (b) without prior notice to you, refuse to accept or revoke acceptance of any sales or credit, or the electronic transmission thereof if applicable, received by Member Bank or ISO on or at any time after the occurrence of any Event of Default; (c) without prior notice to you, Member Bank may debit your Accounts in an amount equal to any amount then owed to Member Bank or ISO; (d) establish a reasonable reserve using your funds in Member Bank's possession to cover foreseeable Fees, Third Party Costs, Dispute Items, Penalties, and Cardholder credits; (e) increase the Fees commensurate with the increased risk; (f) require you to deposit, as cash collateral, such amounts as Member Bank or ISO may require to secure your obligations hereunder; (g) report to one or more credit reporting agencies any outstanding indebtedness to Member Bank or ISO; or (h) take such other action as may be permitted by law 10. Early Termination Fee. For purposes of this Section 10, an "Early Termination" shall mean: (i) a termination of this Agreement by Member Bank or ISO following an Event of Default specified in Section 6 above (ii); a termination of this Agreement by you for any reason whatsoever, other than following written termination notice given by you pursuant to Section 7 or 12; or (iii) your deposit or submission of any of your Payment Brand branded transactions with any entity other than Member Bank Your payment of the monthly minimum Fees shall not fulfill your obligation to ISO The parties agree that the actual damages which will result to ISO from an Early Termination are not readily ascertainable as of the effective dale of this Agreement In addition, you acknowledge and agree that in reliance on this Agreement and other long-term agreements, ISO will incur additional long-term costs, including without limitation, computer hardware, software, and labor. Accordingly, upon the occurrence of an Early Termination, you shall pay to ISO, in addilion to all amounts owed for the Services provided to you pursuant to this Agreement, an amount equal to the greater of (1) 5504.00; or (Ii) thirty percent (30%) of the average total monthly Fees paid by you (or Service Fees collected by ISO, if applicable) during the preceding six (6) months (or shorter period if this Agreement has not been in effect for six (6) months), times the number of months, or portion thereof, remaining in the Term resulting from failure to provide timely termination notice as described in Section 7 of this Agreement. The parties intend that this Early Termination fee be in lieu of ISO's lost profits for the remainder of this Agreement, but not in lieu of any other damages to which ISO might otherwise be entitled arising out of your wrongful acts or omissions 11. Change in Your Business. You shall provide Member Bank and ISO at least thirty (30) days prior written notice of your intent to change in any way the basic nature of your business, including without limitation, a change in the types of merchandise or services sold, or the method of selling such products or services. Upon its receipt of notice of such change, Member Bank and ISO shall have the right to terminate this Agreement without further obligation upon providing thirty (30) days prior written notice to you 12. Termination by You. You may terminate this Agreement upon thirty (30) days prior written notice to Member Bank and ISO in the event of (a) your receipt of notice of any increase in Fees payable to Member Bank and ISO pursuant to Section 3 hereof (excluding Fee increases pursuant to Section 9); or (b) any material amendment or modification to this Agreement made by Member Bank or ISO pursuant to Section 18 hereof which adversely affects you in any material respect (excluding material amendments or modifications required due to changes to an Payment Brand Regulation or applicable federal, state or local law or regulation) Your right to terminate pursuant to this Section 12 shall expire thirty (30) days following your receipt of notice of any such Fee increase or material amendment or modification If this Agreement is terminated, regardless of cause, Member Bank may withhold and discontinue the disbursement for all Card transactions in the process of being collected and deposited If termination is due to the occurrence of an Event of Default or if you otherwise breach this Agreement, you acknowledge that Member Bank or ISO may be required to report your business name and the names and other identification of your principals to the terminated merchant file maintained by the Payment Brands You expressly agree and consent to such reporting if you are terminated for any reason requiring listing on the terminated merchant file. You waive and will hold harmless Member Bank and ISO from any claims that you may raise as a result of Member Bank or ISO terminated merchant file reporting Further, you will return all Member Bank and ISO property, forms, or equipment All obligations for transactions prior to termination (including payment for Fees, Third Party Charges, Dispute Items, Penalties and Member Bank's expenses relating to chargebacks) survive termination Neither Member Bank nor ISO is liable to you for damages (including prospective sales or profits) due to termination Upon termination, any amounts due to Member Bank or ISO will accelerate and be immediately due and payable, without any notice, declaration or other act whatsoever 13. Credit Inquiries; Reporting; Financial Statements. You authorize Member Bank and ISO to make any credit inquiries they consider necessary to accept or to renew their acceptance of this Agreement You also authorize any person or credit reporting agency to compile information to answer such credit inquiries and to furnish such information to Member Bank and ISO You agree to provide to ISO such financial statements or other information concerning your business or operations as may be requested by ISO from time to time, in appropriate detail, promptly upon request by ISO Upon request by ISO, you shall furnish to ISO, within 120 days after the end of your fiscal year, an audited financial statement of profit and loss for such fiscal year and an audited balance sheet as of the end of such fiscal year ISO may, at its discretion, accept unaudited financial statements prepared by a public accounting firm. 14. Representation and Warranties; Disclaimers. You make the following representations and warranties which shall be true and correct on the dale of this Agreement and at all times thereafter: (a) all information contained in the Application or any other document delivered to Member Bank and ISO in connection therewith or with this Agreement is true and complete in all material respects; (b) you have the power to execute, deliver and perform this Agreement; (c) this Agreement is duly authorized and will not violate any provisions of law, or conflict with any other agreement to which you are subject or by which your assets are bound; (d) you have all required licenses, if any, to conduct your business and are qualified to do business in every jurisdiction where it is required to do so; and (e) there is no action, suit or proceeding at law or in equity pending, or to your knowledge, threatened, by or against or affecting you which if adversely decided to you would impair your right to carry on your business substantially as now conducted or adversely affect your financial condition or operations in any material respect EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES ISO DOES NOT REPRESENT OR WARRANT THE PRODUCTS AND SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ENTIRELY ERROR -FREE, YOU MAY NOT RELY ON ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES MADE BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS ISO SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, OR TITLE WITH RESPECT TO THE SERVICES YOU UNDERSTAND AND AGREE THAT ISO SHALL BEAR NO RISK WITH RESPECT TO YOUR SALE OF YOUR PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CARD FRAUD, PENALTIES OR CHARGEBACKS ISO MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, NOR DOES ISO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICES 15. Hold Harmless. To the extent permissible under applicable law, you agree to hold harmless Member Bank and ISO, their respective affiliates, directors, officers, employees and agents from all claims, liabilities, loss, damage, and expenses of any nature (including fees and expenses of legal counsel and costs of litigation) arising from or in connection with: (a) any dispute or claim made by a Cardholder with respect to a Card transaction, including but not limited to, any such dispute concerning the quality, fitness or delivery of merchandise or the performance or quality of services; and (b) your failure to comply with the provisions of this Agreement, Payment Brand Regulations or applicable federal, state or local laws and regulations. You acknowledge and agree that, in addition to clearing and settling Transactions, Member Bank collects fees, costs, and other charges due under this Agreement at ISOs' instruction You agree that Member Bank has no duty to verify, audit, review or otherwise oversee the fees, costs, or other charges that Member Bank collects from you and you hereby release Member Bank, hold Bank harmless from, and agree not to sue Member Bank alleging any overcharges or other billing claims under this Agreement. 16. CHOICE OF LAW; JURISDICTION; WAIVER. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF IN WHICH YOU ARE LOCATED YOU, MEMBER BANK AND ISO HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) AGREE THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT OCCURRING IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, "RELATED LITIGATION") MUST BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COUNTY AND STATE IN WHICH YOU ARE LOCATED; (B) SUBMIT TO THE JURISDICTION OF SUCH COURTS; (C) WAIVE ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT; (D) WAIVE ANY CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND WAIVE ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER YOU OR ISO; (E) CONSENT AND AGREE TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U S MAIL, POSTAGE PREPAID, TO YOU AT THE ADDRESS IN THE APPLICATION AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW); AND (E) WAIVE THE RIGHT TO TRIAL BY JURY IN ANY RELATED LITIGATION THE PREVAILING PARTY IN ANY RELATED LITIGATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY'S FEES. COST AND EXPENSES 17. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM MAY BE MADE BY YOU AGAINST MEMBER BANK OR ISO OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OF ANY OF THEM FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT OCCURRING IN CONNECTION WITH THIS AGREEMENT UNLESS SUCH CLAIM ARISES FROM THE WILLFUL MISCONDUCT OF THE MEMBER BANK OR ISO AND YOU HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES, WHETHER SUCH CLAIM PRESENTLY EXISTS OR ARISES HEREAFTER AND WHETHER OR NOT SUCH CLAIM IS KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR 16. CONFIDENTIAL INFORMATION. You will not use for any purpose other than contemplated by this Agreement, will not disclose to any third party, and will cause your employees, independent contractors, and agents to not use or disclose, any term of this Agreement, the Services, or any information learned about the business practices and ways in which ISO conducts business that is not generally known to others, including without limitation details about the Services, any data or information that is a trade secret or competitively sensitive such as computer software and documentation, data and data formats, and financial information (collectively, "Confidential Information") You will inform ISO of any request by a court or government agency to disclose such Confidential Information to enable ISO to waive the provisions of this Section or defend the nondisclosure You will not be obligated to maintain the confidentiality of Confidential Information: (i) you are required to reveal in performing your obligations under this Agreement, (ii) that is or becomes within the public domain through no act of yours in breach of this Agf iamenl, (iii) was legitimately In your possession prior to its disclosure under this Agreement, and you can prove that, or (iv) is required to be disclosed by state or federal law, provided thal you provide ISO with notice and an opportunity tooppose the disclosure. In the event of a breach of this section, the parties agree that ISO will suffer irreparable harm, and that the amount of monetary damages would be impossible to calculate Thus, ISO will be entitled to injunctive relief in addition to any other rights to which it may be entitled, without the necessity of proof of actual damages or the requirement of a bond This Section will survive termination of this Agreement Page 5 Terms in Section 19 Below Are Additional Terms Applicable Specifically to American Express Card Acceptance (capitalized terms below not defined elsewhere in the Agreement shall have the meanings assigned in the American Express Network Rules). With respect to participation in an American Express acceptance program, in the event of a conflict between the terms below and other terms of this Agreement, the terms below shall control with respect to American Express transactions only. Merchant shall be bound by American Express Network Rules, including the Merchant Operating Guide, as it may be updated from time to time by American Express: xr_s,anivrlrnnrtir rcassn�/,nerrhunennerdAr. In the event of conflict or inconsistency between the Operating Guide and any other relevant document, the Operating Guide will prevail. 19. AMERICAN EXPRESS OPTBLUE® TERMS AND CONDITIONS. a. Transaction Data Merchant authorizes ISO and/or its affiliates to submit American Express Transactions to, and receive settlement on such Transactions from, American Express or Bank on behalf of Merchant b. Marketing Message Opt -Out Merchant may opt -out of receiving future commercial marketing communications from American Express by contacting ISO Note that Merchant may continue to receive marketing communications while American Express updates its records to reflect this choice Opting out of commercial marketing communications will not preclude Merchant from receiving important transactional or relationship messages from American Express. c. Conversion to American Express Direct Merchant Merchant acknowledges that it may be converted from American Express Card OplBlue program to a direct relationship with American Express if and when its Transaction volumes exceed the eligibility thresholds for the OptBlue program If this occurs, upon such conversion, (i) Merchant will be bound by American Express' then -current Card Acceptance Agreement; and (it) American Express will set pricing and other fees payable by Merchant d. American Express as Third Party Beneficiary Notwithstanding anything in the Agreement to the contrary, American Express shall have third -party beneficiary rights, but not obligations, to the terms of this Agreement applicable to American Express Card acceptance to enforce such terms against Merchant. e. American Express Opt -Out Merchant may opt out of accepting American Express at any time without directly or indirectly affecting its rights to accept Cards bearing Marks of other Payment Brands f. Refund Policies Merchant's refund policies for American Express purchases must be at least as favorable as its refund policy for purchase on any other Card Network, and the refund policy must be disclosed to Cardholders at the time of purchase and in compliance with Law Merchant may not bill or attempt to collect from any Cardholder for any American Express Transaction unless a Chargeback has been exercised, Merchant has fully paid for such Chargeback, and it otherwise has the right to do so g. Establishment Closing. If Merchant closes any of its Establishments, Merchant must follow these guidelines: (i) notify ISO immediately; (ii) policies must be conveyed to the Cardholder prior to completion of the Transaction and printed on the copy of a receipt or Transaction record the Cardholder signs; (iii) if not providing refunds or exchanges, post notices indicating that all sales are final (e g , at the front doors, by the cash registers, on the Transaction record and on websites and catalogs); (iv) return and cancellation policies must be clearly disclosed at the time of sale; and (v) for Advance Payment Charges or Delayed Delivery Charges, Merchant must either deliver the goods or services for which Merchant has already charged the Cardholder or issue Credit for any portion of the Transaction for which Merchant has not delivered the goods or services h. Merchant shall not assign to any third party any payments due to it under American Express Card Acceptance, and all indebtedness arising from Transactions will be for bona fide sales of goods and services (or both) at Merchant's business locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that the Merchant may sell and assign future Transaction receivables to Member Bank/ISO, its affiliated entities and/or any other cash advance funding source that partners with Member Bank/ISO or its affiliated entities, without consent of American Express Notwithstanding the foregoing, Member Bank/ISO prolvbils Marchant from selling or assigning future Transaction receivables to any third party. t. Member BankllSO shall have the right to terminatio Merchant's participation in American Express Card Acceptance immediately upon written notice to Merchant (i) if Merchant breaches any of the provisions of this Agreement, or (ii) for cause or fraudulent or other activity, or upon American Express' request In the event Merchant's participation in American Express Card Acceptance is terminated for any reason, Merchant must immediately remove all American Express branding and marks from Merchant's website and wherever else they are displayed. j. Merchant must accept American Express as payment for goods and services (other than those goods and services prohibited by these provisions, the Agreement, or the Payment Brand Regulations) sold, or (if applicable) for charitable contributions made at all of its business locations and websites, except as expressly permitted by state statute Merchant is jointly and severally liable for the obligations of Merchant's business locations and websites under the Agreement k. In the event that Merchant or Member Bank/ISO is not able to resolve a claim against American Express, or a claim against Member Bank/ISO or any other entity that American Express has a right to join in resolving a claim, the Merchant Operating Guide explains how claims can be resolved through arbitration Merchant or American Express may elect to resolve any claim by individual, binding arbitration Claims are decided by a neutral arbitrator I. Any and all Cardholder information is confidential and the sole property of the applicable issuer, American Express or its affiliates Except as otherwise specified, Merchant must not disclose Cardholder information, nor use nor store it, other than to facilitate Transactions at Merchant's business locations and websites in accordance with the Agreement m. Merchant must ensure that it and any third parties it enlists to facilitate Transactions processing complies with the American Express Technical Specifications (available at www.americanexpress.com/merchantopguide) (valid and accurate data must be provided for all data elements in accordance with the American Express Technical Specifications) Failure to comply with the American Express Technical Specifications may impact Merchant's ability to successfully process Transactions Merchant may be assessed non-compliance fees if Merchant fails to comply with the Technical Specifications. To ensure compliance with the Technical Specifications, Merchant should work with Member Bank/ISO n. American Express Right to Modify or Terminate Agreement American Express has the right to modify the Agreement with respect to American Express Card transactions or to terminate Merchant's acceptance of American Express Card transactions and to require ISO to investigate Merchant's activities with respect to American Express Card transactions Terms in Section 20 Below Are Additional Terms Applicable Specifically to Merchant's Acceptance of ACH Transactions and Check 21 Transactions. If Merchant elects to accept ACH Transactions and Check 21 Transactions, in the event of a conflict between the terms below and other terns of this Agreement, the terms below shall control with respect to ACH Transactions and Check 21 Transactions only. 20. ACH AND CHECK 21 TERMS AND CONDITIONS. a. Services With respect to ACH Transactions, ISO shall be the ACH processor through which debit and credit transactions are submitted to the ACH Network in conjunction with ACH check processing origination and settlement services With respect to transactions involving substitute check Images permitted under Check 21, ISO provides capture services which facilitates the processing of the substitute check Images with financial institutions in the Federal Reserve System b. Definitions The following terms used in this Section 20 shall have the meaning specified below: "ACH Transaction": An electronic payment transaction originated by Merchant and processed through the ACH Network in the Federal Reserve System "Administrator": The Merchant's employee who has been designated as Merchant's primary contact with ISO for the Services and has been appointed by Merchant to manage the administration of Services access, including passwords, and communicate authorizations to ISO "Bank of First Deposit": In a Check 21 Transaction, the financial institution which receives the Entry from ISO and transmits the Entry through the Federal Reserve Bank system for transmittal to the Customer's financial Institution for debit or credit to the Customer's account "Check 21": The Check for the 21" Century (Check 21) Act and all regulations pertaining to the Check 21 Act "Check 21 Transaction": An electronic payment transaction utilizing a Substitute Check Image permitted by Check 21 "Customer": Merchant's customer who submits a payment to Merchant by means of a paper check or ACH transfer "Entry": A transaction submitted by Merchant for processing by the Services and further defined in the NACHA Rules "Image": The image that results from an electronic scan of a paper check by Merchant "NACHA Rules": The then -current rules, regulations and procedural guidelines published by the National Automated Clearing House Association ("NACHA") and/or all regional payment alliances associated with NACHA "Originating Depository Financial Institution" or "ODFI": In an ACH Transaction, the financial institution which receives the Entry from ISO and transmits the Entry to its ACH Operator for transmittal to a Receiving Depository Financial Institution for debit or credit to the Customer's account, as these terms are further defined in the NACHA Rules "Services": The ACH processing services and/or the Check 21 processing services provided to Merchant under this Agreement "Settlement Account": A commercial demand deposit bank account which Merchant has established for ISO's access and use to settle financial payment transactions processed by ISO on behalf of Merchant "Substitute Check": The electronic Image of a paper check, as defined in Check 21. c. Set -Up of Services. ISO shall provide the Services selected by Merchant in its application Merchant shall utilize and access the Services in accordance with the terms of this Agreement and the practices and procedures established by ISO for the Services which have been communicated in writing to Merchant. As part of the Merchant set-up and boarding process, ISO will provide Merchant with an administrative and gateway user name acrd password to access the Services. Merchant will designate an Administralor who shall be the sole individual vested with the authority to determine who will be authorized to use the Services; establish separate passwords for each user; and establish limits on each user's authority to access information and conduct transactions Merchant is responsible for the actions of its Administrator, the authority the Administrator gives others to act on Merchant's behalf, and the actions of the persons designated by the Administrator to use the Services Merchant shall take reasonable security procedures and practices to safeguard the confidentiality of the passwords; limit access to its passwords solely to persons who have a need to know such information; closely and regularly monitor the activities of employees who access the Services; and prohibit its employees and agents from initialing entries in the Services without proper authorization and supervision and adequate security controls d. Delivery of Services ISO will provide Services for the Entry types indicated in the Merchant set-up and boarding documentation ISO reserves the right to withdraw the Services provided generally to its customers including Merchant for individual Entry types from general market availability and coverage under this Agreement upon ninety (90) days prior written notice to Merchant To the extent reasonably possible, ISO will first attempt to process an Entry in the Services as an ACH Transaction, unless the Entry has clearly been designated to be processed as a Check 21 Transaction, provided the Entryfully qualifies to be processed as an ACH Transaction according to applicable NACHA Rules and ISO has received all of the required information from the Image or paper check necessary to process the transaction as an ACH Transaction If the Entry cannot be processed as an ACH Transaction for any reason, then ISO will process the Entry in the Services as a Check 21 Transaction Prior to submitting an Entry to ISO for processing, Merchant shall secure all authorizations and approvals from its Customer and deliver any notifications pertaining to that Entry which are required by the NACHA Rules and/or applicable laws and regulations Merchant shall be responsible for the accuracy and propriety of all Entries submitted to ISO for processing If Merchant utilizes a scanner to create Images which are delivered to ISO for processing, Merchant shall be solely responsible to ensure the accuracy and completeness of the Image transmitted to ISO for processing Merchant acknowledges that ISO has specific processing deadlines imposed by its ODFI and the ACH Operator for ACH Transactions and by the Bank of First Deposit for Check 21 Transactions Files received by the deadline will be transmitted that day to the Federal Reserve Bank for settlement on the effective entry day. Files received after the deadline will be processed the next Banking Day as defined in the NACHA Rules For Check 21 Transactions, ISO will not be responsible for printing any Substitute Checks which may be required by a financial institution in order to receive and process the Entry. In the event of any conflicts in the instructions received by ISO regarding Merchant or any Entries relating to them, ISO may at its option and with or without notice, hold or interplead, comply with the legal process or other order, or otherwise limit access by Merchant or by ISO to the funds, Entries or proceeds thereof e. Recoupment and Set -Off. Merchant shall immediately reimburse ISO for any returns or shortfalls that occur in Merchant's Settlement Account ISO reserves the right to delay the availability of funds for deposit without prior written notices to Merchant if, in its sole discretion, ISO deems itself at financial or relative risk for any and all Services performed under this Agreement Merchant hereby acknowledges and agrees that ISO shall have a right of setoff against any amounts ISO would otherwise be obligated to deposit into Merchant's account, and any other amounts ISO may owe Merchant under this Agreement Page 6 f. Additional Merchant Responsibilities All checks deposited electronically by Merchant through use of the Services shall be subject to the following requirements: (i) The original paper check will not be deposited through the Services more than once; (ii) All checks will conform to the requirements of Merchant's deposit agreement with its financial institution; (iii) All checks will conform to the requirements of the applicable NACHA Rules and Check 21; and (iv) Merchant shall review and validate the accuracy and completeness of the check data being captured including but not limited to the amount of the check and the legibility of the check Image generated from use of the Services Merchant shall be solely responsible for the selection, use and operation of the scanner equipment used to capture the Image using the Services, including the quality of the Image results generated from the scanner Any scanner used by Merchant with the Services must meet the technical specifications for scanners published by ISO in order to be deemed compatible with the Services Any purchase or lease of scanners by Customer from ISO or a Reseller for its use shall be transacted between Merchant and ISO or a Reseller in a separate equipment purchasetlease agreement Merchant shall be solely liable and responsible for all damages, losses, expenses and claims arising from any of the following: (i) Duplication of Images transmitted by Merchant to ISO through the Services; (ii) Alteration of scanned Images not caused by ISO's Services; (iii) Deposit of checks on accounts with insufficient funds, counterfeit checks, fraudulent checks, or checks bearing unauthorized or forged endorsements; (iv) Acts of fraud, negligence or willful misconduct committed by employees of Merchant in depositing checks using the Services; (v) Hardware failure not caused by ISO's Services; or (vi) Merchant's failure to properly store or destroy original checks once the scanned Image has been captured Merchant shall hold ISO harmless from any damages, losses, expenses and claims which arise from the foregoing events not caused by ISO. g. Pricing and Payment Merchant shall pay ISO the fees, penalties and charges for the Services set forth in the Application and Fee Schedule and such fees, penalties and charges shall be considered Fees for all purposes of this Agreement h. NACHA Rules and ISO Guidelines Each party shall comply with the then -current NACHA Rules which apply to ACH Transactions processed under this Agreement In addition, ISO may publish to Merchant and other merchants its own standard operating and implementation guidelines for the Services with respect to specific NACHA Rules which will govern and apply to this Agreement as if set forth herein I. Selection and Use of Hardware Merchant is solely responsible for the selection, use and operation of the hardware used to capture Images of paper checks using the Service, including the quality of the scanned Image results generated from the hardware Hardware utilized must certified for use with the Services in order to be deemed compatible with the Services j. Third Party Processing Services AMS' third party processing services partners are providing some of the Services, and as a result, these third party services partners shall bean intended third party beneficiary of this Agreement Each third party services partner shall have the right to enforce directly against Merchant, the terms of this Agreement which relate to the provision of the third party services partner's processing services to Merchant and the ownership and protection of the intellectual property rights of the third party services partner and its licensors in and to its processing services Merchant acknowledges that the third party services partner shall have no responsibility or liability with regard to AMS' obligations to Merchant under this Agreement 21. MISCELLANEOUS PROVISIONS. a. You shall not subcontract, assign or transfer any interest, obligation or right under this Agreement without the prior written consent of Member Bank and ISO Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns ISO and Member Bank may transfer their respective rights and responsibilities hereunder to another institution authorized by the Payment Brand Regulations to hold such rights without your consent b. This Agreement may be modified by Member Bank to comply with any amendments or additions to the Payment Brand Regulations or as required by applicable law or regulation upon 30 days prior written notice to you C. No party shall, by the mere lapse of time, without giving notice or taking other action, be deemed to have waived any of their rights under this Agreement No waiver of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of this Agreement d. In order to maintain quality service, Member Bank or ISO may monitor or record your telephone communications, e. No party shall be liable for any loss or damage due to causes beyond its control, including earthquake, war, fire, flood, power failure, acts of God or other catastrophes. f. Each party and each person signing on behalf of a party represents and warrants that it has the full legal capacity and authority to enter into and perform the obligations of this Agreement without any further approval Nothing in this Agreement shall be deemed to create a pannership, joint venture or any agency relationship between the parties. g. This Agreement and the documents referenced herein constitute the entire understanding of the parties with respect to the subject matter of this Agreement, and all prior agreements, understandings and representations are terminated and canceled in their entirety h. If there is any conflict between a part of this Agreement and any present or future Payment Brand Regulation or applicable federal, state or local law or regulation, only the part of this Agreement that is affected shall be modified and that modification shall be limited to the minimum necessary to bring this Agreement within the requirements of the Payment Brand Regulation, law or regulation t. All notices, including invoices, given in connection with this Agreement, shall be in writing and shall be effective upon actual receipt Notices shall be delivered to the appropriate party at its address set forth on the attached Disclosure Page j. You shall be liable for all taxes, except Member Bank and ISO's income taxes, required to be paid or collected as a result of this Agreement k. All of your obligations, warranties and liabilities incurred or existing as of the date of termination of this Agreement, including without limitation, your obligations with respect to subsequent Fees, Third Party Costs, Penalties or Dispute Items based upon Card transactions incurred prior to termination, shall survive termination and shall continue in full force and effect as if the termination had not occurred. The right to revoke credit as well as hold, retain or set off against amounts due to you, or to debit any of your Account(s), shall survive the termination of this Agreement and shall continue in full force and effect as if termination had not occurred I. No other person or entity maybe deemed a third party beneficiary of this Agreement Page 7 Disclosure Page (Processor Copy) Member Bank Information Name: Merrick Bank, a Utah state chartered bank Address- 135 Crossways Park Drive North, Suite A, Woodbury, NY 11797 Phone: (800)267-2256 Important Member Bank Responsibilities 1. Member Bank is the only party to the Merchant Processing Agreement approved to accept Visa products directly from a Merchant. 2. Member Bank must be a principal (signer) to the Merchant Processing Agreement. 3. Member Bank is responsible for educating the Merchant on pertinent Visa U.S.A. Inc. Operating Regulations with which the merchant must comply. 4. Member Bank is responsible for and must provide settlement funds to the Merchant. 5. Member Bank is responsible for all funds held in reserve that are derived from settlement. Merchant Information Merchant Name: Merchant Address Merchant Phone City of Fayetteville AR 113 W Mountain St Fayetteville, AR 72701 (479) 575-8287 Important Merchant Responsibilities 1. Ensure compliance with cardholder data security and storage requirements. 2. Maintain fraud and chargebacks below thresholds. 3. Review and understand the terms of the Merchant Processing Agreement. 4. Comply with Visa Operating Regulations. The responsibilities listed above do not supersede terms of the Merchant Processing Agreement and are jovided to su Merchant understands some important obligations of each party. Date Z`o c.JdA[ftlt) x Merchant's Printed Name & Title Page 8 Disclosure Page (Merchant Copy) Member Bank Information Name: Merrick Bank, a Utah state chartered bank Address: 135 Crossways Park Drive North, Suite A, Woodbury, NY 11797 Phone: (800)267-2256 Important Member Bank Responsibilities 1. Member Bank is the only party to the Merchant Processing Agreement approved to accept Visa products directly from a Merchant. 2. Member Bank must be a principal (signer) to the Merchant Processing Agreement. 3. Member Bank is responsible for educating the Merchant on pertinent Visa U.S.A. Inc. Operating Regulations with which the merchant must comply. 4. Member Bank is responsible for and must provide settlement funds to the Merchant. 5. Member Bank is responsible for all funds held in reserve that are derived from settlement. Merchant Information Merchant Name: Merchant Address: Merchant Phone: City of Fayetteville AR 113 W Mountain St Fayetteville, AR 72701 (479) 575-8287 Important Merchant Responsibilities 1. Ensure compliance with cardholder data security and storage requirements. 2. Maintain fraud and chargebacks below thresholds. 3. Review and understand the terms of the Merchant Processing Agreement. 4. Comply with Visa Operating Regulations. The respprisibilitiesjLsted above do not supersede terms of the Merchant Processing Agreement and are rovide o ens re Merchant understands some important obligations of each party. re 4r`0 d �oKd 4A) Merchant's Printed Name & Title M4 Date Page 9 AMS MERRICK LOCATION ADDENDUM PRIMARY MERCHANT INFORMATION:Date: Legal Name: City of Fayetteville AR Bank Chain: 202561 Main Contact: Marsha Hertweck Title: Accounting Director Merchant Number: 317734292829 n - • • •' • Arvest DBA: City of Fay -Invoice Statement DBA (23 Chr. Max): City of Fay -Invoice Main Contact: Marsha Hertweck Email: mhertweck@fayetteville-ar.gov Title: Accounting Director Phone #: (479) 575-8287 Fax #: 479 575-8273 Location Address: 113 W Mountain St City: _Fayetteville ST: AR Zip: 72701 Mailing Address: 113 W Mountain St City: Fayetteville ST: AR Zip: 72701 Customer Service Phone Number: (479) 575-8287 SIC: 9399 Sales Rep: Nancy Murphy 1030 Avg Ticket: $260.00 Max: Monthly Vol: $11,083.00 Swipe % 0 Keyed % 0 MOTO % 0 Internet % 100 Merchant Products or Services Offered (be specific): Airport hanger €eases, parking space lease trash dumpster rental, misc local government invoices. Terminal I Payment Application: New World ERP Version: 2017.1 Does Merchant Use Independent Servicer (store, maintain, or transmits cardholder data)? (if yes, provide the following) Servicer / Payment App. Manufacturer: BridgePay Network Solutions / Tyler Technologles Phone: American Express (10 Digits): American Express Annual Volume: Merchant Internet Website Building Type: Separate Building Area Zoned: Commercial Square Footage: More Than 10000 Merchant: Owns Landlord: Contact: Phone: Fulfillment Co. Contact: Phone: This Location is Open for Business: ® Yes ❑ No Inspected By: Date: • • • • • Com Iete if Process /ng Less Than 70 % Card Present Sell To: Business: 80 % Public: 20 % Locally Does the Merchant Own Product/Inventory? YES Marketing: Are Products Stored at the Business Location? YES If No, Where? Orders Processed by: Merchant If Processing Internet Transactions (Please Complete The Following) Cards Processed by: Merchant Internet transactions encrypted by SSL or Better? YES When is the cardholder Charged? Time of Order Digital Certificate Utilized? YES Exp Date. How many days to fulfill orders? 1 - 7 Das Certificate Number. Shipped by: Merchant Certificate Issuer. Individual Products Shipped by: Services Only No Shipping) URL: Delivery Receipt Requested? NO This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check. If this is a "Deposit Only" account then a letter from the Financial Institution verifying Transit and Routing Number and DDA# is required. Account Type: ACH Deposit Routing/Transit # ACH Deposit Account Number Bank Name: CK 082900872 19617280 Arvest Account Type: ACH Fees Routing/Transit # ACH Fees Account Number Contact: Phone: C K 0 8 2 9 0 0 8 7 2 1 9 6 1 7 2 8 0 Sarah Sanders (479) 575-1000 Merchant hereby authorizes Merrick and Automated Merchant Systems, Inc. to initiate credit and/or debit entries for amounts originating under the Merchant Processing Agreement (via ACH or otherwise) Including any reversals or adjustments on original entries to the Merchant's Bank Account (as defined In the Merchant Processing Agreement). NOTE: Attach Voided Check The Merchant agrees to abide by the terms & conditions con tal d in the M . t Processing Agreement signed on . provided, however, that the term of the Merchant Processing Agreement relating to the above -ref nced Additional L cation shall be for the same length of time as the initial Term (defined in the Merchant Processing Agreement), and such Initial To a A(rditfon ratio shall, mmence on the date signed by Officer/Owner, indicated below. 41-c)Lel-d J©R 0 >2 a 3 - (IQ -ao12 Printed Officer/Owner Name n re Title Date Rev 11/2016 RECEIVED [APR 2018 NoRTHwEsTARKANsAs CITY OF I'METTEVILLE TAMMYRuS-ER CITY CLERf8d"Fteg,044 Notary Public - Arkansas Deml�J},rNC.:ct (r File Number: 2018-0130 azefte AUTOMATED MERCHANT SYSTEMS, I AN ORDINANCE TO WAIVE THE -7" REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A CONTRACT WITI I AUTOMATED MERCI 1ANT sys-rws, INC. FOR CREDIT CARD PROCESSING SERVICES AFFIDAVIT OF PUBLICATION WHEREAS, the City currently uses Authorize.nei to process credit card pa.vinents through a custoin website dial I Cathy Wiles, do solemnly swear that I am the Legal Clerk of the interfaces with the City's financial software sysicin- and Northwest Arkansas Democrat-Gazetteand in WHEREAS, the City is in Ilic process of , printed published implementing thcTvIcr New Worlds eSuite Washington County and Benton County, Arkansas, and of bona fide online payment system that will be fully integrated with the financial sollware circulation, that from my own personal knowledge and reference system and to the files of said publication, the advertisement of: WHEREAS, Tvlcr has partnered with Automated Me'rehant Sysicins, Inc. as its preferred vendor to provide credit card processing services for the cSuitc online CITY OF FAYETTEVILLE Payllient Systclnc and WHEREAS. while the initial cost to the Ord. 6044 City will be less than 520,000.00, City staff anticipates expanding the use of Automated Merchant Systems, Inc. for other payment processes that would increase the annual cost to more than $20,000.00. Was inserted in the Regular Edition on: NOW, THEREFORE, BE IT ORDAINED 13Y *[,I it: CITY COUNCIL OF THE CITY OF FAM,mviLLE, ARKANSAS: March 15, 2018 section 1: That the City Council of the City of F'11 yetieville, Arkansas; hereby delcrinines that the facts shown above establish that an exceptional situation exists in which Publication Charges: 105.30 competitive bidding is not reasibic or practical and therefore waives the Lzm,7 requirements of final competitive bidding and approves a contract with Automated Merchant Systems. Inc. for credit card processing e , services through the Tyler New Cathy Wiles World cSuite online payment system. PASSED and APPROVED on 31612018 Approved: Lioneld Jordan. Mayor Sondra E. Smith, Cit Clerk Treasurer Subscribed and sworn to before me 74460767 Mar- 15. 20 18 This V1 day of-PA(Ptk , 2018 JkL—, Notary Public My Commission Expires: -zji-A 2--2 TAMMYRuS-ER Notary Public - Arkansas Washirglon Ccunty E Ccrmissicr12703120 tMy C.nmiss�c, Expifzs Feb 12. 2028 W Q9 0 a a W 1W W W W = **NOTE** Please do not pay from Affidavit. Invoice will be sent. Automated Merchant Services, Inc. (AMS) City of Fayetteville Staff Review Form 2019-0297 Legistar File ID N/A City Council Meeting Date-Agenda Item Only N/A for Non-Agenda Item Keith Macedo 5/10/2019 INFORMATION TECHNOLOGY(170) Submitted By Submitted Date Division/Department Action Recommendation: Approval of agreement with Automated Merchant Services, Inc. (AMS)for credit card processing related to Tyler New World ERP eUtility payment website. Budget Impact: Various Various Account Number Fund Project Number Project Title Budgeted Item? Yes Current Budget $ 240,000.00 Funds Obligated Current Balance $ 240,000.00 Does item have a cost? Yes Item Cost $ 312,000.00 Budget Adjustment Attached? NA Budget Adjustment Remaining Budget $ (72,000.00) V20180321 Purchase Order Number: Previous Ordinance or Resolution#Ord 6044 Change Order Number: Approval Date: 5/16/19 Original Contract Number: Comments: KCITY OF FAYETTEVILLE STAFF MEMO tip ARKANSAS TO: Mayor Jordan THRU: Don Marr, Chief of Staff FROM: Keith Macedo, Information Technology Director Marsha Hertweck, Accounting Director DATE: May 10, 2019 SUBJECT: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to the Tyler New World ERP eUtility payment website. RECOMMENDATION: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to the Tyler New World ERP eUtility payment website BACKGROUND: The City accepts credit card payments throughout the city for various products and services. In 2018 the City began the process of consolidating credit card processors to as few companies as possible to improve efficiency and reduce management overhead. City Council approved an agreement with Automated Merchant Systems (AMS), Inc. at the March 6, 2018 meeting via ordinance 6044. This agreement waived formal competitive requirements due to the integration of AMS and the City's Tyler New World ERP financial system. DISCUSSION: The attached agreement will add an additional credit card merchant ID that will be assigned to our new Tyler New World ERP eUtility payment website. Staff is recommending approval of this agreement since AMS has partnered with Tyler and is a preferred provider for credit card processing services. BUDGET/STAFF IMPACT: The cost of the services is budgeted in the 2019 annual budget. The credit card processing fees are estimated to increase from an average of 1.65% per transaction to an average of 2.15% per • transaction. This is based upon an average transaction of$85.67 and a monthly volume of 14,000 web payments. The total monthly cost per month is estimated at an additional $6,000.00 per month which will be offset by not having to print and mail bills to customers who select paperless billing. Attachments: Staff review form, Staff review memo, AMS Agreement Mailing Address: 113 W.Mountain Street www.fayetteville-ar.gov Fayetteville,AR 72701 AMS - MERRICK LOCATION ADDENDUM PRIMARY MERCHANT INFORMATION: Location No: 1 1 Date: Legal Name: City of Fayetteville AR Bank Chain: 202561 Main Contact: Marsha Hertweck Title: Accounting Director Merchant Number: 317730296760 (Assigned Upon Approval) LOCATION INFORMATION: Sales Rep :Nancy Murphy 1030 DBA: Fayt AR Utility Bill WEB Statement DBA(23 Chr.): Fayt AR Utility Bill WEB SIC: 4900 Location Address: 113 West Mountain St City: Fayetteville ST: AR Zip: 72701 Mailing Address: 113 West Mountain St City: Fayetteville ST: AR Zip: 72701 Customer Service Phone Number: (479)521-1258 Phone#: (479)521-1258 Fax#: (479)575-8273 Main Contact: Shelly Turberville Title: Accounting Manager Email: sturberville@fayetteville-ar.gov $1,389,258. Avg Ticket: $83.75 Max: Monthly Vol: nn Swipe% 0 Keyed% 0 MOTO% 0 Internet% 100 Merchant Products or Services Offered(be specific): Municipal water,sewer,trash,and recycling payments Terminal/Payment Application: New World ERP Version: 2018.1 Does Merchant Use Independent Servicer(store,maintain,or transmits cardholder data)? (if yes,provide the following) Servicer/Payment App.Manufacturer: BridgePay Network Solutions/Tyler Technologies Phone: American Express(10 Digits): American Express Annual Volume: SITE INFORMATION: Merchant Type: Internet Website Building Type: Separate Building Area Zoned: Commercial Square Footage: More Than 10000 Merchant: Owns Landlord: Contact: Phone: Fulfillment Co. Contact: Phone: This Location is Open for Business: ®Yes ❑No Inspected By: Date: MOTO—ECOMMERCE QUESTIONNAIRE Complete ifProcessin9 Less Than 70%Card Present Sell To: Business: 30 % Public: 70 % Locally Does the Merchant Own Product/Inventory? YES Marketing: Are Products Stored at the Business Location? YES If No,Where? I Orders Processed by: Merchant If Processing Internet Transactions(Please Complete The Following) Cards Processed by: Merchant Internet transactions encrypted by SSL or Better? YES When is the cardholder Charged? Time of Order Digital Certificate Utilized? YES Exp Date: 1/10/2020 How many days to fulfill orders? 1-7 Days Certificate Number: Shipped by: Merchant Certificate Issuer: Network Solutions Individual Products Shipped by: Services Only(No Shipping) URL: https://utilitybilling.fayetteville-ar.gov Delivery Receipt Requested? NO DDA BANK ACCOUNT INFORMATION: This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check. If this is a"Deposit Only"account then a letter from the Financial Institution verifying Transit and Routing Number and DDA#is required. Account Type: ACH Deposit Routing/Transit# ACH Deposit Account Number Bank Name: CK 082900872 19617280 Arvest _ Account Type: ACH Fees Routing/Transit# ACH Fees Account Number Contact: Phone: C K 0 8 2 9 0 0 8 7 2 1 9 6 1 7 2 8 0 Sarah Sanders (479)527-7265 Merchant hereby authorizes Merrick and Automated Merchant Systems,Inc.to initiate credit and/or debit entries for amounts originating under the Merchant Processing Agreement(via ACH or otherwise)including any reversals or adjustments on original entries to the Merchant's Bank Account(as defined in the Merchant Processing Agreement). NOTE: Attach Voided Check The Merchant agrees to abide by the terms&conditions con ned in the • -rchant Proce sing Agreement signed on 3/29/2018.provided,however,that the term of the Merchant Processing Agreement relating to the a ve-r erenced A nal Locatio1 shall be for the same length of time as the initial Term(defined in the Merchant Processing Agreement),and such Initial Te theilddi a •cation sh. commence on the date signed by Officer/Owner,indicatedat! below. Lioneld Jordan or 5f/r1 4 Printed Officer/Owner Name ign..ture Title Date Rev 01/2019 Appendix C Merrick Bank—Underwriting Checklist Auto Approval: Oyes ❑No Merchant ID: 317730296760 DBA Name: Fayt AR Utility Bill WEB An Volume: Avg Tkt: $83.75 MCC: 4900 Swiped%: 0 MO/T0%: 0 Internet%: 100 Imprint%: 0 Reserve: Yes❑ No® Next Day Funding: Yes® No❑ Terms&Amount ❑Low Volume-Low Risk ['High Volume-Low Risk ❑Low Volume-High Risk ['High Volume-High Risk Core Documentation Requirements for All Accounts: 0 Signed and Completed Merchant Application 0 Signed Bank Disclosure ❑ Fee Schedule 0 Personal Guarantee ❑ Preprinted Check or Bank Reference Letter ❑ Site Survey N/A 0 ❑ MATCH Inquiry ❑ OFAC query ❑ IRS TIN Matching ; 0 N/A(Direct to Fed) ❑ Beneficial Ownership data captured ❑ N/A ❑ Credit Report(s)for Principal(s)with FICO or Beacon scores: N/A❑ Additional Required Documents for High Volume-Low Risk Accounts: ❑ Business Financials ❑N/A(Volume less than$1 Million Monthly) ❑ Business Credit Report 0 N/A(May be required at discretion of the Bank) ❑ Personal Financial Statement ❑N/A(Business longevity exceeds 1 Year) ❑ Processing Statements ❑N/A(Start-up business) Additional Required Documents for Low Volume-High Risk Accounts: ❑Articles of Incorporation ❑ N/A(Sole Proprietorship or Partnership) ❑Business Financials ❑ N/A(Volume less than$100,000.Monthly) ❑Business Credit Report 0 N/A(Volume less than$200,000.Monthly) ❑MO/TO Questionnaire ❑N/A 0 Brochures Additional Required Documents for High Volume-High Risk Accounts: ❑ Business Financials ❑ Personal Financial Statement of Signor ❑ 3 Months'Bank Statements(Most current) ❑ 2 Months Processing Statements(Most current) ❑N/A ❑ Primary Supplier Reference(If applicable) ❑N/A ❑ Executive Summary ❑ Business Credit Report ❑ Business Credit Report on`Fulfillment House' ❑N/A Internet Questionnaire N/A❑ Website(s): See Location Form for URL ❑ Website requirements printed out and placed with the file. Billing Descriptor: Secured Lock ❑Yes ❑No Privacy Policy ❑Yes ❑No Return Policy ❑Yes 0 No Terms and Agreement 0 Yes ❑No URL Re-directs ❑Yes ❑No Site is Informational Only ❑Yes ❑No 3rd Party Software Name&Version: PA-DSS Compliant ❑Yes 0 No ❑N/A Gateway: PCI/CISP Compliant ❑Yes 0 No ❑N/A Third Party Servicer: PCI/CISP Compliant ❑Yes ❑No ❑N/A Name of QIR Company: To Be Determined PCI-Certified ❑Yes 0 No 0 N/A Has Merchant validated PCI DSS Compliance? Oyes ❑No Name of QSA/ASV: Security Metrics Unlawful Internet Gambling Enforcement Act(UIGEA) Prospective merchant represents minimal risk of engaging in Internet gambling ®Yes ❑No (Requires Response) *If'NO'is checked above,a notarized,written attestation from the merchant must be obtained,specifying that it does not and will not engage in an internet gambling business. This letter must be signed by the contract signor. Comments Waived/Exception Items: Signature: Date: (Print Name,Sign&Dare) FOR BANK USE ONLY:Check of Internal Negative Database: ❑YES 0 NO This document is proprietary and confidential-Merrick Bank-September 2019 City of Fayetteville Staff Review Form 2020-0170 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Automated Merchant Services, Inc. (AMS) Keith Macedo 2/18/2020 INFORMATION TECHNOLOGY (170) Submitted By Submitted Date Division / Department Action Recommendation: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to the Tyler EnerGov payment website. Various Account Number Project Number Budgeted Item? Yes Does item have a cost? Budget Adjustment Attached? Budget Impact: Current Budget Funds Obligated Current Balance No Item Cost NA Budget Adjustment Remaining Budget Various Fund Project Title 0 0 V20180321 Purchase Order Number: Previous Ordinance or Resolution # Ord 6044 Change Order Number: Approval Date: 2/26/2020 Original Contract Number: Comments: CITY OF ii FAYETTEVILLE ARKANSAS TO: Mayor Lioneld Jordan THRU: Susan Norton, Chief of Staff FROM: Keith Macedo, Information Technology Director Marsha Hertweck, Accounting Director STAFF MEMO DATE: February 18, 2020 SUBJECT: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to the Tyler EnerGov payment website. RECOMMENDATION: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to the Tyler EnerGov payment website. BACKGROUND: The City accepts credit card payments throughout the City for various products and services. In 2018 the City began the process of consolidating credit card processors to as few companies as possible to improve efficiency and reduce management overhead. City Council approved an agreement with Automated Merchant Systems (AMS), Inc. at the March 6, 2018 meeting via ordinance 6044. This agreement waived formal competitive requirements due to the integration of AMS and the City's Tyler New World ERP financial system. DISCUSSION: The attached agreement will add an additional credit card merchant ID that will be assigned to our new Tyler EnerGov development services payment website. Approximately 15% of current development services related payments are accepted via in person credit card transactions and the majority of business licenses are paid online via credit card. Going forward the City hopes to accept a larger percentage of development services related fees via an online portal. The new EnerGov software allows staff to select which type of services will be available to be paid online versus in person to improve the oversight of certain transaction and to mitigate credit card fees on very large financial transactions. Staff is recommending approval of this agreement since AMS has partnered with Tyler and is a preferred provider for credit card processing services. BUDGET/STAFF IMPACT: The cost of the services is budgeted in the 2020 annual budget. The credit card processing fees are estimated to remain similar to current credit card processor fees. Fees are estimated to be between 2.15% to 3.5%, depending on the amount of transaction. Staff will configure EnerGov to prevent very large payments to be made online to mitigate excessive processing fees on large transactions. Attachments: Staff review form, Staff review memo, AMS Agreement Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 AMS - MERRICK LOCATION ADDENDUM • • Location No: 1 2 Date: Legal Name: City of Fayetteville AR Bank Chain: 202561 Main Contact: Marsha Hertweck Title: Accounting Director Merchant Number: 317730299521 • " • 0 Sales Rep :Nancy Murphy 1030 DBA: Fayt AR Dev Svcs WEB Statement DBA (23 Chr.): Fayt AR Dev Svcs WEB SIC: 9399 Location Address: 113 West Mountain Street City: Fayetteville ST: AR Zip: 72701 Mailing Address: 113 West Mountain Street City: Fayetteville ST: AR Zip: 72701 Customer Service Phone Number: (479) 521-1258 Phone #: (479) 521-1258 Fax #: (479) 575-8273 Main Contact: Deborah Smallwood Title: Accounting Clerk Email: dsmallwood@fayetteville-ar.gov Merchant hereby authorizes Merrick and Automated Merchant Systems, Inc. to initiate credit and/or debit entries for amounts originating under the Merchant Avg Ticket: $40.00 Max: Monthly Vol: $2,000.00 Swipe % 0 Keyed % 0 MOTO % 0 Internet % 100 Merchant Products or Services Offered (be specific): Municipal building permits, inspection fees, and business license fees the Merchant Processing Agreement relating to thea ve- rfnced ddi ' nal ocatio shall be for the same length of time as the initial Tenn (defined in the Merchant Processing Agreement), and such Initial Te t e Additi ocati n s commence on the date signed by Officer/Owner, indicated below. Terminal I Payment Application: EnerGov Version: Does Merchant Use Independent Servicer (store, maintain, or transmits cardholder data)? (if yes, provide the following) Servicer / Payment App. Manufacturer: BndgePay Network Solutions / Tyler Technologies Phone: American Express (10 Digits): American Express Annual Volume: •- • Merchant Type: Website -Internet Building Type: Office Building Area Zoned: Commercial Square Footage: More Than 10000 Merchant: Owns Landlord: Contact: Phone: Fulfillment Co. Contact: Phone: This Location is Open for Business: ® Yes ❑ No Inspected By: Date: Sell To: Business: 50 % Public: 50 % Marketing: Orders Processed by: Merchant Cards Processed by: Merchant When is the cardholder Charged? Time How many days to fulfill orders? 1 - 7 Shipped by: Merchant Products Shipped by: U.P.S. Delivery Receipt Requested? NO if Processesg Less Than 70 % Card Present If this is a "Deposit Only" account then a letter from the Financial Institution verifying Transit and Routing Number and DDA# is required. Does the Merchant Own Product/Inventory? YES Are Products Stored at the Business Location? YES If No, Where? Bank Name: CK 1 082900872 1 19617280 If Processing Internet Transactions (Please Complete The Following) Contact: Phone: Internet transactions encrypted by SSL or Better? YES Digital Certificate Utilized? YES Exp Date: Certificate Number: Certificate Issuer: Individual URL: https://www.fayetteville-ar.gov/ C K F 0 8 2 9 0 0 8 7 2 1 9 6 1 7 2 8 0 Sarah Sanders (479) 527-7265 Merchant hereby authorizes Merrick and Automated Merchant Systems, Inc. to initiate credit and/or debit entries for amounts originating under the Merchant Processing Agreement (via ACH or otherwise) including any reversals or adjustments on original entries to the Merchant's Bank Account (as defined in the Merchant This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check. If this is a "Deposit Only" account then a letter from the Financial Institution verifying Transit and Routing Number and DDA# is required. Account Type: ACH Deposit Routing/Transit # ACH Deposit Account Number Bank Name: CK 1 082900872 1 19617280 Arvest Contact: Phone: Account Type: ACH Fees Routing/Transit # ACH Fees Account Number C K F 0 8 2 9 0 0 8 7 2 1 9 6 1 7 2 8 0 Sarah Sanders (479) 527-7265 Merchant hereby authorizes Merrick and Automated Merchant Systems, Inc. to initiate credit and/or debit entries for amounts originating under the Merchant Processing Agreement (via ACH or otherwise) including any reversals or adjustments on original entries to the Merchant's Bank Account (as defined in the Merchant Processing Agreement). OTE: Attach Voided Check 11 The Merchant agrees to abide by the terms 8 conditions cont dint erch t Procesing Agreement signed on 3129/2018, provided, however, that the term of the Merchant Processing Agreement relating to thea ve- rfnced ddi ' nal ocatio shall be for the same length of time as the initial Tenn (defined in the Merchant Processing Agreement), and such Initial Te t e Additi ocati n s commence on the date signed by Officer/Owner, indicated below. Lioneld Jordan so Mayor 2/26/2020 Printed Officer/Owner Name Sign ure Title Date Rev 0112019 V Appendix C Merrick Bank— Underwriting Checklist AutoApprova/: ❑Yes ❑No Merchant ID: 317730299521 DBA Name: Fayt AR Dev Svcs WEB An Volume: Avg Tkt: $40.00 MCC: 9399 Swiped W 0 MO/TO%: 0 Internet %: 100 Imprint W 0 Reserve: Yes ❑ No ® Next Day Funding: Yes ® No ❑ Terms & Amount ❑Low Volume -Low Risk ❑High Volume -Low Risk ❑Low Volume -High Risk ❑High Volume -High Risk !'�r•o 1)i►�ssrrsoss fisfiis s� Rots uis•a srsns�fc figs• All .d i•��uss lc• ❑ Signed and Completed Merchant Application ❑ Signed Bank Disclosure ❑ Fee Schedule ❑ Personal Guarantee ❑ Preprinted Check or Bank Reference Letter ❑ Site Survey 'wA ❑ ❑ MATCH Inquiry ❑ OFAC que ❑ IRS TIN Matching ❑ N/A (Direct to Fed) Ej Beneficial ON"Inership data captured N/A ❑ Credit Report(s) for Principal(s) with FICO or Beacon scores: NiA ❑ Additional Required Documents for High Volume- Low Risk Accounts: ❑ Business Financials ❑ N/A (Volume less than $1 Million Monthly) ❑ Business Credit Report ❑ N/A (May be required at discretion of the Bank) ❑ Personal Financial Statement ❑ N/A (Business longevity exceeds 1 Year) ❑ Processing Statements ❑ ti A (Start-up business) Additional Required Documents for Low Volume -High Risk Accounts: ❑ Articles of Incorporation ❑ N/A (Sole Proprietorship or Partnership) ❑ Business Financials ❑ N/A (Volume less than $100.000. Monthly) ❑ Business Credit Report ❑ N/A (Volume less than $200,000. Monthly) ❑ MO/TO Questionnaire ❑ NiA ❑ Brochures Additional Required Documents for Malt Volume -High Risk Accounts: ❑ Business Financials ❑ Personal Financial Statement of Signor ❑ 3 Months' Bank Statements (Most current) ❑ 2 Months Processing Statements (Most current) ❑ N/A ❑ Primary Supplier Reference (If applicable) ❑ N/A ❑ Executive Summary ❑ Business Credit Report ❑ Business Credit Report on `Fulfillment House' ❑ NiA Literrnet Questionnaire MA ❑ Website(s): See Location Form for URI. ❑ Nrebsite requirements printed out and placed with the file. Billing Descriptor: Secured Lock ❑ Yes ❑ No Privacy Policy ❑ Yes ❑ No Return Policy ❑ Yes ❑ No Terns and Agreement ❑ Yes ❑ No URL Re -directs ❑ Yes ❑ No Site is Informational Only ❑ Yes ❑ No 3`d Party Software Name & Version: PA -DSS Compliant ❑ Yes ❑ No ❑ N/A Gateway: PCI/CISP Compliant ❑ Yes ❑ No ❑ NIA Third Party Servicer: PCI/CISP Compliant ❑ Yes ❑ No ❑ N/A Name of QIR Company: To Be Determined PCI - Certified ❑ Yes ❑ No ❑ NIA Has Merchant validated PCI DSS Compliance? ❑Yes ❑ No Name of QSA / ASV: Security Metrics Unlawful Internet Gambling Errforcemei:t Act (U/CEA) Prospective merchant represents minimal risk of engaging in Internet gambling ® Yes ❑ No (Requires Response) "Il"NO' is checked above, a notarized, written attestation from the merchant must be obtained, specifying that it does not and will not eneaee in an internet eambline business. This letter must be sinned by the contract sienor. Comments Lioneld Jordan nate. 2/26/2020 FOR&&OUSE ONLY: Check of Internal Negative Database: ❑ YES ❑ NO This document is proprietary and confidential — Merrick Bank — September 2019 Automated Merchant Services, Inc. Keith Macedo Submitted By City of Fayetteville Staff Review Form 2020-0727 ;istar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 8/26/2020 INFORMATION TECHNOLOGY (170) Submitted Date Division / Department Action Recommendation: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to Tyler EnerGov payments. Budget Impact: Various Various Account Number Fund Project Number Project Title Budgeted Item? NA Current Budget Funds Obligated Current Balance Does item have a cost? No Item Cost Budget Adjustment Attached? NA Budget Adjustment Remaining Budget V20180321 Purchase Order Number: Previous Ordinance or Resolution # Change Order Number: Approval Date: nR/?7/)n Original Contract Number: Comments: CITY OF FAYETTEVILLE %PF ARKANSAS TO: Mayor Lioneld Jordan THRU: Susan Norton, Chief of Staff FROM: Keith Macedo, Information Technology Director STAFF MEMO DATE: August 26, 2020 SUBJECT: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to Tyler EnerGov payments. RECOMMENDATION: Staff recommends approving the attached agreement with Automated Merchant Services, Inc. (AMS) for credit card processing related to Tyler EnerGov payments. BACKGROUND: The City accepts credit card payments throughout the City for various products and services. In 2018 the City began the process of consolidating credit card processors to as few companies as possible to improve efficiency and reduce management overhead. City Council approved an agreement with Automated Merchant Systems (AMS), Inc. at the March 6, 2018 meeting via ordinance 6044. This agreement waived formal competitive requirements due to the integration of AMS and the City's Tyler New World ERP financial system. In addition, City Council approved Ordinance 6315 which authorizes the City to charge a transaction fee for Development Services related fees on July 7, 2020. DISCUSSION: The attached agreement changes the transaction fee collection process from City managed to AMS managed. Over the last 2 months City staff attempted to configure EnerGov and ERP Revenue Collections to calculate and process the transaction fees to ensure adequate financial controls were implemented and the process was efficient for staff to manage. Staff worked with EnerGov and Tyler New World ERP staff and spent a significant amount of time configuring and testing the system but were not satisfied with the results. Due to this staff is recommending AMS process all transaction fees which will reduce the complexity, reduce staff time, and improve financial controls related to EnerGov credit card transaction fees. The attached agreement simply changes how transaction fees are processed from City managed to AMS managed. BUDGET/STAFF IMPACT: As documented in the attached agreement the credit card processing fees will be 2.95% per transaction, which is what is approved in Ordinance 6315. Attachments: Staff review form, Staff review memo, AMS Agreement Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 SERVICE FEE AMENDMENT TO MERCHANT PROCESSING AGREEMENT This Amendment to the Merchant Processing Agreement ("Amendment") entered into as of September 1, 2020 ("Amendment Effective Date") and is by and among Merrick Bank Corporation, a Utah industrial banking corporation ("Member Bank"), Automated Merchant Systems, Inc. ("AMS") and the government entity signing below (the "Merchant") and amends that certain Merchant Processing Agreement dated as of March 29. 2018 (the "Agreement") to reflect an initial Merchant Funded and/or Convenience Fee program to be converted to a Service Fee program (the "Program"). Member Bank, AMS and the Merchant agree the Program contained in this Amendment shall supersede and prevail over any contradictory or inconsistent terms and conditions contained in the Agreement, as amended from time to time, and agree further that all capitalized terms used, but not otherwise defined herein, shall have the meanings assigned thereto in the Agreement. The following Fee Schedule will be added to the original Fee Schedule: The Fee Schedule You understand and acknowledge you have elected to participate in the Service Fee Program (the "Program"). The Program allows registered and approved merchants (approved Merchant IDs or MIDs) to assess a variable service fee (a "Service Fee") on certain debit and credit card transactions. Registration and participation in the Program are subject to approval by the applicable Payment Brands and you acknowledge that you may not be eligible to participate in the Program. If registration and Payment Brand approval is obtained, you agree to comply with all Program requirements. ISO (AMS) may terminate, amend, modify or otherwise alter this Agreement, the Program, or the structure, nature or amount of the Service Fee at any time with written notice to you. You authorize and direct Member Bank to settle the proceeds received for Service Fees into the ISO's bank account. In the event you receive any portion of the Service Fees, you agree to promptly pay such amounts to ISO. Service Fees collected by ISO will be retained by ISO and you will not be responsible for the payment of any Fees or Third - Party Costs except the Fees disclosed below. Nothing in this Section shall be deemed to alleviate or reduce any of your other obligations under the Agreement, including, but not limited to, your responsibilities regarding Penalties and Dispute Items and your obligation to pay early termination fees, if applicable, pursuant to Section 10 of the Merchant Processing Agreement. The following Merchant Locations will participate in the Service Fee program: Merchant Location Name Merchant Number (MID) Fayt AR Dev Svcs OTC 730295363 Fayt AR Dev Svcs WEB 730299521 The following Service Fees will apply to participating Merchant Locations: Transaction Type Service Fee Visa, Mastercard and Discover 2.95% with a $2.00 minimum Except as expressly modified hereby, the terms and conditions of the Agreement remain in full force and effect and are incorporated herein by reference. IN WITNESS WHEREOF, the partie$ hereto have executed this Amendment by their duly aut 'zed representatives. Automated Merchant Sys s, Mc. City of tteville A By: By: TMe: President /� Title: Mavodll