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HomeMy WebLinkAboutC2022-180 - 6/28/2022 - Approved DocuSign Envelope ID:4B7B5CED-00FE-4C1E-B22D-CFC09DB5885F DocuSign Envelope ID:4B7B5CED-OOFE-4C1E-B22D-CFC09DB5885F VOLUTION Master Subscription Agreement which Govolution has maintained in accordance with its standard This Master Subscription Agreement(the"Agreement")is entered into archival procedures between Govolution LLC ("Govolution")City of Corpus Christi,TX ('Subscriber"),whose principal place of business is located at 1201 leopard 6.4 Taxes: Subscriber shall be responsible for any federal,state or St.Corpus Christi,TX 78401 on this date the 4V day of local taxes based on the Subscribed Services(other than taxes _. V 2022 (the"Effective Date"). In consideration of the based on Govolution's net income). Such taxes shall be billed to mutual pr raises set forth herein,the sufficiency of which hereby is and paid by Subscriber, in addition to the fees and expenses acknowledged,the parties agree as follows stated above 1. SERVICES.Subject to the terms of this agreement,Govolution shall 7. CONFIDENTIALITY By virtue of this Agreement,the parties hereto provide to Subscriber Internet-based electronic payment services(the may have access to information that is confidential to one another(the 'Subscribed Services")using a third party's proprietary software "Confidential Information").Confidential Information shall include, but applications for the purpose of processing credit card and/or ACH not be limited to,source code, algorithms,formulas,methods,know- payments as specified in Attachment 1. how,processes,designs,new products,developmental work, 2. PAYMENT.Subscriber shall pay Govolution in accordance with marketing requirements, marketing plans, The obligations imposed by Attachment 1 —Price Schedule. this Section 7 shall survive the expiration or earlier termination of this Agreement. 3. TERM The term of this agreement shall be for a period of 3 years from 7.1 Exceptions;. A party's Confidential Information shall not include information that(a)is or becomes apart of the public domain the date of the Agreement,with automatic annual renewals until through no act or omission ofothe other party;cl was in the termination notice is provided by either party,as required in section 4. other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly 4. TERMINATION Tither party may elect to terminate this Agreement by from the disclosing party, (c)is lawfully disclosed to the other giving the other party at least ninety(90)days advance written notice party by a third party without restriction on disclosure;or(d)is prior to the date of termination. In the event of such termination the independently developed by the other party. Subscriber shall be responsible for all fees,costs and charges incurred 7.2 Use,and Nondisclosure:The parties agree, unless required by prior to the date of termination law,subpoena or court order, not to make each other's Confidential Information available in any form to any third party, 5. PROPRIETARY RIGHTS.Subscriber acknowledges that Govolution except Govolution's subcontractors, accountants and/or and/or its licensors own all intellectual property rights in the Subscribed attorneys, use each other's Confidential Information for Services, including without limitation all hardware and software any purposee other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that components and any associated documentation, and all Confidential Information is not disclosed or distributed by its customizations,developments and derivative works made therefrom employees or agents in violation of the terms of this The parties agree that this Agreement does not grant Subscriber any Agreement. In the event that disclosure is required by law,to rights to patents,copyrights,trade secrets,trade names,or the maximurn extent possible,prior to making the disclosure trademarks, registered or unregistered, or any other rights or licenses the disclosing party shall first provide the other party with with respect to the Subscribed Services.other than those agreed to written notice that disclosure is required by law and provide herein and described in Attachment 1. that party with a reasonable opportunity to make legally 6. SUBSCRIBER OBLIGATIONS.Subscriber shall provide Govolution permissible objections or otherwise present evidence establishing that disclosure is not required n law The parties with full,good faith cooperation and such information, assistance and acknowledge that the City is a Texas governmental entity support as Govolution reasonably deems necessary to render the subject to the Texas Public Information Act(the"Act"). Should Subscribed Services. City receive a request for disclosure of Confidential Information pursuant to the Act,City will promptly provide Contractor notice 6.1 Technical Representative.Subscriber shall designate a technical of such request in accordance with Section 552.305 of the representative,who is knowledgeable of Subscriber's technical Texas Government Code so that Contractor may avail itself of requirements and authorized to provide guidance and instruction any opportunities to establish reasons why the information to Govolution,to serve as primary point of contact with should be withheld prior to disclosing such Confidential Govolution or Govolution's third party agent for technical Information, The burden of establishing the applicability of purposes exceptions to disclosure of Confidential Information under the Act resides with Contractor. Should Contractor be unable to 6 2 Data Maintenance and Back Procedures.Govolution shall establish a valid exception from disclosure or exclusion from maintain and update the databases and associated files utilized the Act or protective order,then City may release the in the Subscribed Services on behalf of Subscriber, and information,solely to the extent necessary to comply with the Subscriber agrees that Govolution has the sole right to do so. In Act connection with such maintenance and updates. Subscriber shall test, and/or assist Govolution in testing, the consistency and completeness of such maintenance and updates as Govolution g. WARRANTY.Govolution: (a)warrants that the Subscribed Services reasonably requests. will substantially comply with the specifications set forth in this Agreement, and (b)shall implement policies and procedures to maintain the security of cardholder data that Govolution possesses, 6.3 In the event of any loss or damage to Subscriber's data. stores, processes or transmits on behalf of the Subscriber, or to the Subscriber's sole and exclusive remedy shall be for Govolution extent that Govolution could impact the security of the Subscriber's to use commercially reasonable and good faith efforts to replace cardholder data environment, in accordance with applicable payment or restore the lost or damaged data from the latest backup card industry data se ntMandard(PCI-DSS)requirements 1 Initials �� � DocuSign Envelope ID:4B7B5CED-00FE-4C1E-B22D-CFC09DB5885F DocuSign Envelope ID:4B7B5CED-00FE-4C1 E-B22D-CFC09DB5885F VOLUTION 9, LIMITATIONS ON LIABILITY.To the maximum extent permitted by Subscriber: law,in no event shall Govolution and/or its parents,subsidiaries, affiliates, officers,directors,shareholders, employees and agents be Notices shall only be sent via(a)certified U S.mail, return receipt liable, under any circumstances or legal theories whatsoever,to requested,postage prepaid, (b)overnight courier,postage prepaid,or Subscriber or any third party for any loss of profits, revenue or (c)via hand delivery. goodwill, loss of savings, loss of use or data,interruption of business, cost of substituted facilities or services, or for any indirect,special, 12. ENTIRE AGREEMENT.This Agreement(and any exhibits and/or incidental or consequential damages of any character,even if schedules attached hereto)constitutes the entire agreement between Govolution is aware of the risk of such damages,that result in any way the parties regarding the subject matter hereof and supersedes and from Subscriber's or any third party's use of or inability to use the merges any and all prior proposals,understandings, agreements and Subscribed Services, or that result from errors,defects,omissions, representations,whether oral or written. delays in operation or transmission,or any other failure of performance of the Subscribed Services 13. MODIFICATION.This Agreement may not be modified except by a written instrument properly executed by the parties hereto 9.1 Subscriber understands and agrees that Govolution does not 14. HEADINGS AND SUBSECTIONS.Section headings are provided for and cannot control the flow of data to or from Govolution's data convenience of reference and do not constitute part of this Agreement. center and other portions of the Internet.At times, actions or inactions of such third parties can impair or disrupt 15. SEVERABILITY;NO WAIVER.If any provision of this Agreement is connections to the Internet or portions thereof Govolution held to be invalid or unenforceable for any reason,the remaining disclaims any and all liability resulting from or related to such provisions will continue in full force without being impaired or events.In addition to and not in limitation of the foregoing, invalidated in any way.The parties agree to replace any invalid Subscriber acknowledges and agrees that the Subscribed provision with a valid provision that most closely approximates the Module(s)is intended for access and use by means of web intent and economic effect of the invalid provision.The waiver by either browsing software,and that Govolution commits to minimum party of any provision of this Agreement will not operate or be requirements that include devicescapable of running the most interpreted as a waiver of any other or subsequent breach. recent releases of internet browsers,such as Microsoft Explorer, Google Chrome, Mozilla Firefox,and Apple Safari. Any computer capable of running these browsers with their 16. ASSIGNMENT. Neither party may assign or delegate any or all of its most updated versions will exceed the minimum hardware rights(other than the right to receive payments)or its duties or requirements to run the Govolution payment platform. obligations hereunder without the consent of the other party;provided, Govolution designs and test our web products to ensure they however,that either party may assign this Agreement,without the satisfy web accessibility standards. We use the NVDA open- need to obtain the consent of the other party,to an Affiliate of such source screen reader tool as part of our testing efforts.There party or to a successor in interest resulting from a merger,acquisition are many different screen readers that are available,so we or sale of all or substantially all of the assets to which this Agreement can't guarantee that everyone will work 100%of the time,but relates.An assignee of either party authorized hereunder shall be we strive, in our design,to maximize the likelihood that screen bound by the terms of this Agreement and shall have all of the rights readers will work. and obligations of the assigning party set forth in this Agreement. 9 2. Subscriber understands and agrees that Govolution shall not be 17. NO THIRD PARTY BENEFIT.The provisions of this Agreement are for responsible for the security of data residing on the server of the sole benefit of the parties hereto.This Agreement confers no Subscriber or any third party to this Agreement(including rights,benefits or claims upon any person or entity not a party hereto. without limitation the general public,financial institution or third party processor)or for the ability or inability of such third parties to transact, receive, obtain,exchange or transmit data 18. RELATIONSHIP OF THE PARTIES.The parties will be and shall act to or from a server(s)controlled by Govolution as independent contractors and not as an agent or partner of,or joint venture with,the other party for any purpose. Neither party by virtue of this Agreement shall have any right,power,or authority to act or create 10. INDEMNIFICATION.To the maximum extent permitted by Texas law, any obligation,express or implied,on behalf of the other party. Subscriber agrees to indemnify and hold Govolution, its employees and agents harmless from and against all claims or demands from third parties arising out of any acts and/or omissions of Subscriber or its 19. FORCE MAJEURE. Either party shall be excused from performance employees or agents to the extent that such claims or demands are not and shall not be liable for any delay in whole or in part,caused by the the result of a negligent act or omission by Govolution, its employees occurrence of any contingency beyond the reasonable control of the or agents excused party or its subcontractors or suppliers including, but not limited to,war,sabotage, insurrection,riot or other act of civil disobedience,act of public enemy,failure or delay in transportation or 11. NOTICES.Except as otherwise expressly stated in this Agreement, communications systems, act of any government or any agency or any notices or communications required or permitted under this subdivision thereof affecting the terms hereof,accident,fire,explosion, Agreement shall be deemed to have been duly given only if in writing flood,severe weather or other act of God. and delivered to the address of the receiving party as follows: Govolution LLC 100 Throckrnorton St,Suite 1800,loot Worth, TX 76102 20. GOVERNING LAW.This agreement shall be governed by and City of Corpus Christi Attn Director f mance 8 Procurement, 1201 Leopard construed in accordance with the laws of the State of Texas.All Street Corpus Christ. TX 78401 disputes arising out of this Agreement shall be subject to the exclusive With copy to: jurisdiction and venue of the applicable state court of the State of City_of_Corpus_Christi Attn City_Treasurer PO Box 9277 Corpus Texas(or, if there is exclusive federal jurisdiction,U S District Court), Christi TX 78469-9277 and the parties hereb con^^ff nt to the personal and exclusive 2 Initials DocuSign Envelope ID:4137135CED-00FE-4C1 E-B22D-CFC09DB5885F DocuSign Envelope ID:4B7B5CED-00FE-4C1 E-B22D-CFC09Dl35885F (,,"")V0 L U T 10N jurisdiction of these courts and hereby agree that such courts are a 21. FEES.Merchant card services fees will be automatically deducted convenient forum for any disputes hereunder. from a client-defined account on a monthly basis.Govolution will invoice the Subscriber monthly for fees due. IN WITNESS WHEREOF, authorized representatives of the parties hereto have executed this Agreement, effective as of the date first written above. Subscriber: Govohitioit DocuSigned by, I (S ig I I) josh chronley Namte:__ _4V 6c'�_ Title:AD Finance & Procurement Title: I 7/29/2022 `M Date:_ Res. 032796 cW,W§lpod,�to Legal Form Authorized By �W_A& 7/29/2022 Council 6/28/2022 iblbfU98- b4L)l 13b4 Assistant City Attorney Date e—DS my ATTEST: E DocuSigned by: BZB Rebecca Huerta City Secretary 3 lnitialsL� oo"u3ignEnvelope 0:4eronoso*ope-4C1s-l3ozu-CpCn000nnonp ov^uaigoEnvelope ID:*o/enceonors-4c1c'ozao-Cp000000eoor VOLUTION�v~`�| | /7–|y—�� | ' \��_�[_[� � ��~��"� ATTACHMENT 1 — PRICING SCHEDULE The pricing Options below reflect using PaYment and merchant services through Govolution's Velocity Payment System and corporate processor, First American Payment Systems. Both Option#1 and nrOption#2can be used per MID. OPTION #1: SERVICE PEE MODEL (CONVENIENCE FEE MODEL) In o Service Fee (Convenience Fee) pricing model, the Customer makes payment for the sum of the principal amount plus on additional fee (''5erviceFee^) tocover the cost ofthe transaction. The Client will not hecharged credit card orACHprocessing costs. The Service Fee pricing offered be|uxv includes all configuration, deployment, implementation,training,testing, compliance, and Customer support and maintenance services. Govo|ut/onoffers this pricing toall agencies,departments and other entities that operate under the governmental structure of the Client, In addition, Govolution will typically absorb any ' increases in interchange fees mandated by the credit card brand rules. However, Gnvo|uiion reserves the right to request to increase the charged service fee if the card brands increase their interchange fees substantially. SERVICE FEE MODEL FOR GOVERNMENT & EDUCATION PAYMENTS Credit/Debit Card 2,19% Electronic Check/ACH $.50 ° The Client will receive the payment amount settled into an account designated for the specific eGovernment application(e.g. personal property tax, real estate tax,ctcJ. Govo|vdonvviU retain the service fco. ° if vdn0 IVR solution,the service fee will increase by 0.05%tocover all IVR call minutes. Please note that each |vn application includes a single standard IVR call script utilizing 6ovo|otion prorecorded professional voice prompts and a single workflow will be provided. Each additional recorded language and/or workflow is classified as a separate call script. Additional call scripts ornon'standard recorded voice prompts will be quoted at/he prevailing rate 4 hidu / oo"u3ignEnvelope 0:4eronoso*ope-4C1s-Bozu-CpCn000nnonp oocumooEnvelope ID:4eroocEo-OnpE-+n1s-Buzo-CpoopoBooaor VOLUTION��-�| / ��—|/~�,� � ` ` ��k.��L_�� | |\��[`Q SERVICE FEE(CONVENIENCE FEE)APPLICATIONS- PROVISION OFTHE SERVICES I. Provisions:Govolution shall provide the Services in accordance with the following guidelines: " Govo|uhon will charge customer(^[ardho|dm^o/ ^[usuoner")a "Service Fee" for each Card or Electronic Check transaction processed(the"Service Fee"), to be collected in addition to the corresponding Subscriber Payment as part of a unified Card transaction. " Except for any fees to be paid bySubscriber aoset forth in Attachment 1, 6ovo|ution shall not charge the Subscriber an additional fee for Service Fee transactions. Enhancements to the Services or additional Services not provided for in this agreement, and any related fees payable hySubscriber in connection therewith,will be Mutually agreed iowriting bvsovv|"uonand Subscriber. • With respect to all "refund"Card transactions that are substantiated by a Card holder and approved by an authorized representative ofGovo|utionand Subscriber: (i) Govo|uhonshall refund tothe[aviho|derthecnr/esponding Subscriber Payment and Service Fee; and<ii>shall debit the Subscriber's depository bank account(the"Subscriber Bank Account") for the amount of the corresponding Subscriber Payment, ^ vVithnspect/naU ^chargehack^ Cardtmnsacbnns/hatamsuhstanbotedbya[nrUhn|derandbrwhich6ovo|udunhashezn charged by the relevant Card Issuer,Govolution shall individually debit the Subscriber Bank Account for the amount of the corresponding Subscriber Payment. • Govoiuhnn shall settle Subscriber Payment transactions/othe appropriate Card organizations,and forward all Subscriber Payments to the Subscriber Bank Account. covo|vdon shall/cmv all Service Fcc`cox,c/p0 by it hereunder. In the event thatsnvo|udon is unable to collect all amounts owed by Subscriber, excluding chargebacks,Govolution shall invoice the Subscriber and Subscriber shall promptly pay all owed amounts to Govolution in immediately available funds. • Govolution will notify each Customer of the. dollar amount of all Subscriber Payments and Service Fees to be charged to his/her Card and obtain the Customer's approval(electronic or otherwise)of such charges prior to initiating Card authorizations. � Govo|uhonwill provide Customer with electronic confirmation ofCard transactions. " Govolution will retain Card authorization logs and transaction records for such period of time as required by applicable law and the regulations ofthe respective Card organizations. 2. Subscriber's Obligations: In order to provide the Services as outlined in this agreement,Subscriber shall comply with the following wthe extent permitted by Texas law: ° Prior m5nvo|uUun'scommencement ofthe Services,Subscriber will enter into all applicable merchant agreements and fully adhere to the rules, regulations and operating procedures of the various Card organizations, including without limitation the Payment Card Industry Data Security Standards and rules and regulations governing the use o[specific Card logos and marks. ° Other than permitting Govolution to charge the Service Fees in accordance with this Agreement, Subscriber will not impose any surcharge or other penalty on Card transactions made by Customer for Subscriber Payments. " Subscriber will reimburse Govolution for all chargeback actions resulting from overpayments, duplicate or misapplied payments or unauthorized charges that are Substantiated by a Cardholder and approved by authorized representatives of Govolution and Subscriber.Subscriber will provide to Govolution all necessary documents and correspondence in connection with such a transaction o,other similar refund transaction. " Subscriber will establish a reasonable adjustment policy/oaccommodate adjustments that are required inthe normal course of Subscriber's daily operations. " Subscriber will not require, as a condition to making a Subscriber Payment, that a Cardholder agree in any way to waive such person's rights to dispute the transaction with the Card issuer for legitimate reasons. • Subscriber will make reasonable effort to promote the Services tn Customers.These promotions may include publishing,he relevant telephone number and URI.for Subscriber Website on instruction booklets, tax pepanvcommunications, taxpayer information publications,citations and notices, bills as applicable,and related marketingmvteria|s, ° Subscriber shall promptly reimburse Govolution for any fines,fees or other amounts for which GOVOlUtion is charged but that are Subscriber"s responsibility,obligation or liability Linder any merchant agreement, including without limitation any chargeback amount,chargeback fine or fee, PCI related fine or fee,Card network fine or penalty, non sufficient funds fine, penalty or amount, and any other amounts that are Subscriber's responsibility,obligation or liability under any merchant agreement but for which oowo|vuonischarged. � / - DocuSign Envelope ID:4B7B5CED-00FE-4C1E-B22D-CFC09DB5885F DocuSign Envelope ID:4B7B5CED-OOFE-4C1E-B22D-CFC09DB5885F VOLUTION OPTION #2: NON-SERVICE FEE MODEL (NON-CONVENIENCE FEE MODEL) Fhe following pricing models are offered to the Client for Non-Service Fee (Non-Convenience Fee) applications.This model assumes that the individual Client agency, department or entity will not be passing along a Service Fee to payers,and will be absorbing the cost of payment-related services. SOFTWARE LICENSE FEE FOR NON-SERVICE FEE DEPLOYMENTS Velocity Payment System Enterprise License Fee (') Waived Note: Electronic payment processing via Govolution's enterprise platform, the Velocity Payment System, Customer Support, Hosting, & Continuity of Operations are included. 1. Velocity Payment System functionality that is provided includes: a. Real time,online reporting b. Real time, online user permissions management c. Batch transaction data export d. Virtual terminal for point of sale and over the phone transactions e. Virtual terminal with customer profiles f. Standard web applications with electronic payment processing g. Bill presentment with electronic payment processing h. Interactive Voice Response with integrated payment processing VELOCITY PAYMENT SYSTEM(VPS) IMPLEMENTATION AND MONTHLY FEES(PER TRANSACTION FEES ONLY APPLY IF A GATEWAY IS NEEDED IN LIEU OF BOTH GATEWAY AND PROCESSING VelocitySetup Fee per. • . De. 6 per r . Online Reporting Waived Waived Not Applicable Online User Administration Waived Waived Not Applicable Automated Batch Data Export Waived Waived Not Applicable Risk Management & Audit Waived Waived Not Applicable Reporting Mobile Phone Payments Waived Waived Not Applicable DS t ' 6 Initials ter_ DocuSign Envelope ID:4B7B5CED-00FE-4C1E-B22D-CFC09DB5885F DocuSign Envelope ID:4B7B5CED-00FE-4C1 E-B22D-CFC09DB5885F VOLUTION IVR FEES—TELECOMMUNICATIONS FEES FOR NON-SERVICE FEE IVR DEPLOYMENTS Per minute Telecommunications Fee $0.10 per minute 1. Interactive Voice Response telecommunications charges apply if Govolution's IVR platform is used for interactive voice response during payment. If the Merchant's existing IVR system is used, then no additional Telecommunications fees will be charged. MERCHANT CARD SERVICES—PROCESSING FEES—FIRST AMERICAN PAYMENT SYSTEMS(4) Visa Discount Rate VI Interchange + DFA 1�1 + (.05%)I'I +($0.06)(3)+ ($0.06)(') MasterCard Discount Rate MC Interchange+ DFA M + (-05%W)+($0,06)(3)+ ($0.06)(4) Discover Card Discount Rate Discover Rate+ DFA Itl + (.05%)1�1+($0.06)131 + ($0.06)(^I American Express Discount Rate American Express Rate +(.05%) ($0.06)131+($0.06)InI PIN-Based Debit Discount Rate Visa/MasterCard Interchange Rate + (.05%)121+ ($0.06) + _-_ _.__.__ ($0.06) (41 ACH/e-Check Rate -is $0.12 per transaction Please refer to Visa,MasterCard,and Discover, Interchange Rates 1. Pass through of Dues, Fees and Assessments charged by Visa, MasterCard and Discover card associations. 2. Merchant Services Provider Fee 3. Standard Authorization Fee 4. Merchant services provided by First American Payment Systems(Govolution's Parent Company), this fee is found under Rates and Fees in the Merchant Application,total fee amount between that and the MSA is .05%+$.12 for processing and technology 5. ACH services("First Fund") provided by First American Payment Systems. (Govolution's Parent Company) OTHER MERCHANT FEES—FIRST AMERICAN PAYMENT SYSTEMS New Merchant ID Setup No Charge --.—_. --- — --- -- —_. - --- __ ....-- Retrievals - Plus Pass Through Postage Charge backs - Plus Pass Through Postage c25 r-c4afff4aa44egUe4 Monthly Merchant ID Statement Fee $4,00 pe eFehant 1D per mcmth Standard Authorization Fee Included in provided Discount Rates listed above Voice Authorization Feetion 65 per vo Online Daily Batch Reporting No Charge Online Monthly Reports by Merchant ID No Charge Check Guarantee Services Pricing available on request Check Conversion Services Pricing available on request Negative Check Verification Services $8 ger AEkI#ransaEtie+a I ACH Return/NOC Fee $x2:00-per tsaGt+an 7 Initials oo"u3ignEnvelope 0:4eronoso*ope-4C1s-13ozu-CpCn000nnonp 000 myncn"vmwm:4o7s5oso-OnpE-4c1E-o22o-Cpo09oo5885F � - VOLUTION �y~-�| � ��-|x-�� | ���_�[-�� ! ��-��~J Note: First American Payment Systems /Govo|Utj0n's Parent Company) does not charge J monthly minimum fee or P[| Compliance and Non-PCI Compliance Fees. Note: Electronic payment processing via Govo}ution's enterprise platform, the Velocity Payment System, Customer Support, Hosting, & Continuity of Operations are included. License fee is not applicable to Service fee applications. OTHER SERVICE FEES No Charge- Comprehensive remote training is includedfor a//deployments, by MiD, department and or transaction type* Client User Training Professional Service Fees: Custom *Comprehensive remote training includes one 3-hour end user or train-the-trainer session via the web for each collection type deployed (i.e. tax payments, parking tickets, permit fees, etc.). Govo|ution will provide the Client with electronic training materials and product user guides not less than 10 days prior to each training session. EQUIPMENT PRICING FOR BOTH OPTION #1 AND OR OPT/ON #2 WHOLESALE PURCHASE-|NGsN|[0TERMINAL PRICING: (EMV/SWIPE/KEY ENTRY): CARD TERMINAL MODELS 1-15 terminals- $0 per terminal 16-25 terminals - $125 per terminal Additional monthly fees may apply if a 26+ terminals - $95 per terminal wireless connection is needed other than the City's own. Ingenico Lane 5000 (EMV/SWIPE/KEY Purchase of a terminal includes all costs ENTRY/SIGNATURE CAPTURE/TOUCHLESS/APPLE associated for deployment(i,e.shipping, PAY/GOOLE PAY): cables,encryption, 1 year warranty and 1-5 terminals - $430 per terminal till end of life support) 6-10 terminals- $380 per terminal Receipt ribbon and paper not included 11+ terminals - $345 per terminal 8 Initia]SL�F ' DocuSign Envelope ID:4B7B5CED-00FE-4C1E-B22D-CFC09DB5885F DocuSign Envelope ID:4B7B5CED-OOFE-4C1E-B22D-CFC09DB5885F VOLUTION SWIPE SIMPLE TERMINAL PRICING: f - ,lr , w 52750 C a, p rM � Uji C3 U U Ca IL-1 ra CARD TERMINAL MODELS Swift B200— No cost Monthly Fee - $0 Swift 8250— No cost Additional Per Transaction Fee - $0 Swift 8250 base support— No cost DS 9 Initials , DocuSign Envelope ID:4137135CED-00FE-4C1E-B22D-CFC09DB5885F Merchant Processing Terms & Conditions THIS AGREEMENT is made by and between Fifth Third Bank, N.A., an Ohio bank- discretion.The discount and other fees may be collected by BANK on a daily,monthly,or ing corporation, Member FDIC, and First American Payment Systems, L.P. (collec- other basis,as determined by BANK. All reserve amounts may be deducted from amounts tively"BANK")and"MERCHANT;'whose name and address are stated on the Merchant otherwise due MERCHANT,debited against MERCHANT's account, or paid directly by Application&Agreement. MERCHANT through ACH or otherwise at BANK's sole discretion.MERCHANT must notify WHEREAS,BANK is engaged in the business of financial transaction processing which BANK in writing of any errors on any statement within ninety(90)days after statement is includes,but is not limited to,the processing of and providing for the payment of charges made available on which the error or problem appeared or failed to appear.MERCHANT created by the holders of bank cards bearing the Visa U.S.A. Inc. ("Visa") MasterCard agrees to examine all statements upon receipt and to verity all credits and debits to any International Incorporated ("MasterCard"), American Express Travel Related Services account against all transactions, bank statements and other information indicating activity Company,Inc.("American Express"),DFS Services LLC("Discover")and PayPal("PayPal") of BANK and MERCHANT subject to or relating to this Agreement or BANK's obligations trademarks,as well as certain credit,debit,Electronic Benefits Transfer("EBT'),and other hereunder.Save and except BANK's right to funds owed BANK under this Agreement or electronic payment cards,each of such cards(hereinafter referred to as a"bank card");and incorrectly paid to MERCHANT, if no notice of error is received within the ninety(90)day period,the account shall be deemed correct and MERCHANT shall have no recourse for WHEREAS, Fifth Third Bank, N.A., an Ohio banking corporation, Member FDIC, has errors.Any amount inadvertently or incorrectly paid to MERCHANT may be debited from entered into an agreement with First American Payment Systems,L.P.("First American") any account of MERCHANT,at the sole discretion of BANK and,in any event,remains an authorizing First American to perform the processing functions,exercise the legal rights and obligation of MERCHANT to BANK payable in full and on demand. receive the benefits under such agreement;and 5. Warranties by MERCHANT. MERCHANT warrants that it shall fully comply WHEREAS,MERCHANT hereby warrants that it is engaged in a lawful business and is with all federal,state,and local laws,rules,and regulations,as amended from time to time, duly licensed under the laws of the state,county,and city disclosed by MERCHANT on the including,but not limited to,the Federal Truth-in-Lending Act and Regulation Z of the Board Merchant Application&Agreement,to conduct such business;and of Governors of the Federal Reserve System. WHEREAS,MERCHANT currently accepts or desires to accept bank cards for its cus- As to each bank card sale presented to BANK for payment,MERCHANT warrants that: tomers'charitable donations or purchase of goods and services it provides or anticipates (a) MERCHANT has delivered MERCHANT'S merchandise to the cardholder sign- ing such sales slip or completed MERCHANT's service described on the slip or delivered WHEREAS, MERCHANT warrants that neither it nor any of its officers,directors,part- such other value in accordance with MERCHANT's underlying agreement with the Gard- ners,managers or owners has been terminated for any reason by any bank or any proces- holder; sor in connection with any agreement regarding depositing or processing bank card sales (b) Unless expressly authorized in writing by BANK and as permitted by Visa, or transactions. MasterCard and American Express rules and regulations,MERCHANT has not and shall NOW, THEREFORE, in consideration of the representations, covenants, and prom- not make any cash advances to cardholder,either directly or by deposit to the cardholder's ises made herein, the receipt and sufficiency of which are acknowledged, BANK and account; MERCHANT agree as follows: (c) Neither MERCHANT nor any owner, director, officer, member, partner or employee of MERCHANT("Affiliates")has advanced any cash to cardholder or any person 1. Agreement.Reference to this"Agreement"includes the Merchant Application& in connection with the purported bank card sale; Agreement,these Merchant Processing Terms&Conditions,the additional terms and con- (d) MERCHANT warrants that it shall not,without the cardholder's consent, sell, ditions located at www.MerchantNotification.com,all supplements,schedules,and appen- purchase, provide, or exchange bank card account number information in the form of dices thereto,any additional location documentation,and any other documents requested imprinted sales slips, mailing lists,tapes,or any other media obtained by reason of a by BANK and setting out the terms of any service provided by BANK in connection with bank card transaction or otherwise to any third party other than to MERCHANT's agents for the Merchant Application&Agreement.This Agreement is not in full force and effect until the purpose of assisting the MERCHANT in its business,to BANK,to Visa,to MasterCard, accepted by BANK.BANK may adjust or amend the Merchant Profile section with or with- to American Express,to Discover,or to PayPal,or PIN Debit/EBT Networks,or pursuant to out notice to MERCHANT prior to accepting the Agreement.MERCHANT acknowledges a valid subpoena; that BANK will provide transaction processing hereunder through First American or other (e) MERCHANT warrants that it will not submit any transactions that are not in third parties.MERCHANT agrees that First American may perform the functions of BANK compliance with both this Agreement and any applicable law,rule,or regulation and hereby hereunder and that First American may receive the benefits of and enforce the terms of indemnifies and holds BANK harmless against any loss or damage BANK may suffer as a this Agreement against MERCHANT and any third party as an assignee of BANK's rights result of a breach of this or any other warranty or agreement by MERCHANT; hereunder,whether or not BANK is a party to such proceeding or transaction. (f) MERCHANT understands that transactions completed at one location may not 2. Bank Card Authorization.MERCHANT understands and acknowledges that be processed at another location; all transactions must be authorized. (g) MERCHANT warrants it has not participated in assisting cardholder in entering PIN into the PIN entry device. MERCHANT also warrants that no photographic,video sur- 3. Transaction Records.MERCHANT agrees to balance and deliver to BANK veillance,or other recording device is being used which would compromise any cardholder all bank card transactions on the same day they are processed. PIN or confidential information; (h) MERCHANT warrants it has not and will not reverse engineer any software of 4. Payments.MERCHANT understands that an authorization is not a guarantee First American found or used in connection with the operation of the POS equipment of payment from Bank. All payments to MERCHANT for legitimate and authorized bank (i) MERCHANTshall not,under any circumstances,present to BANK a sale which card transactions shall be made by BANK through the funds transfer system known as the has been split into multiple bank card transactions;(j) If an authorization number is Automated Clearing House (ACH)pursuant to governing rules adopted by the National required or requested,MERCHANT warrants it shall use only the authorization number Automated Clearing House Association, and shall be electronically transmitted to an obtained through the Voice Authorization Network phone number provided by BANK. account of the MERCHANT.MERCHANT understands that payments are transmitted daily, MERCHANT shall not use any number given by the cardholder or any type of number which except on weekends and bank holidays.However,BANK cannot guarantee the timeliness has been obtained from any other source. with which any payment may be sent to or credited by MERCHANT's bank.MERCHANT (j) MERCHANT is responsible for its employees'actions while in its employ. understands that due to the nature of the ACH and the electronic networks involved and the (k) MERCHANT will not sell, purchase, provide,exchange or in any manner dis- fact that not all banks belong to an ACH,errors can occur and payment to the MERCHANT close Card account number,transaction,or personal information of or about a Cardholder can be delayed.In such cases,the MERCHANT agrees to assist BANK to help resolve to anyone other than BANK,or in response to a valid government demand.This warranty any problems in crediting MERCHANT's account.MERCHANT agrees to provide BANK applies to Card imprints,TIDs,carbon copies,mailing lists,tapes,database files,and all three(3)days prior written notice of any change of account and to abide by BANK's poli- other media created or obtained as a result of a Transaction. cies regarding changes to accounts.MERCHANT and not BANK or any processor shall be 6. Business Changes. MERCHANT shall provide at least thirty(30)days written responsible for verifying that account information is correct on the Merchant Application& notice to BANK for any of the following anticipated changes:MERCHANT's business type, Agreement,voided check and all account statements.BANK is not responsible for incorrect including any change in goods or services sold, name, entity type, or address, change account numbers.Unless proper notice is provided by MERCHANT to BANK,MERCHANT of Sales Profile as described in the Merchant Application&Agreement, any ownership shall not change any of its accounts.All payments to MERCHANT for the amount of bank change, or transfer or sale of substantially all of the assets of MERCHANT.At all times card transactions properly submitted to BANK shall be less discount,credit chargebacks, MERCHANT shall provide BANK with its current mailing address.BANK shall have the reserve amounts,transaction fees,statement fees,and other applicable fees all of which right to charge a fee of no less than twenty dollars ($20.00)for returned mail items. If are the responsibility of MERCHANT.Any payment made by BANK to MERCHANT shall BANK receives a returned mail item with no forwarding address, BANK may exercise its not be final but shall be provisional credit under the Uniform Commercial Code and is right to suspend mailing MERCHANT's monthly statements until such time as the correct subject to subsequent review and verification by BANK.MERCHANT acknowledges and address has been provided by MERCHANT.MERCHANT shall not change its usual trade agrees that BANK shall have no obligation to make any payment to MERCHANT with or business,move its trade or business to a new location,utilize the merchant account to respect to transactions described in Sections 8,9,and 15 of this Agreement unless and process e-commerce transactions or commence operating an unrelated trade or business until MERCHANT provides to BANK the requested documentation. If MERCHANT fails on the same premises where MERCHANT operates this stated trade or business without to provide requested documentation, such payments shall be earned compensation of obtaining BANK's prior written consent to the change,move,or addition.MERCHANT also BANK.Fees and other charges due BANK hereunder may be deducted from amounts due agrees that prior to any changes,BANK must first accept the change and confirm such MERCHANT or may be debited against any of MERCHANT's accounts at BANK's sole acceptance in writing.MERCHANT acknowledges that codes of professional responsibility Govolution TC 12.01.20 Page 1 DocuSign Envelope ID:4B7B5CED-OOFE-4C1E-B22D-CFC09DB5885F Merchant Credit Card Processing Terms&Conditions,continued and rules and regulations of professional associations if applicable to MERCHANT, may actions for items or services with a future delivery date or forward commitment,transactions also apply to the transactions covered by this Agreement.MERCHANT may,however,bring that fail to meet the requirements of this Agreement or which vary from the information any inconsistency between this Agreement and such codes and rules to the attention of represented or disclosed in the Merchant Profile Section of the Merchant Application& BANK and request a modification to this Agreement to eliminate such inconsistency.BANK Agreement.BANK may also at its sole discretion block, reject, or deny any transaction may, in its discretion,agree to such modification to the extent it is consistent with BANK for any reason.MERCHANT acknowledges and agrees that BANK shall have no obliga- policy and in conformity with then existing Visa,MasterCard,American Express,Discover, tion to make any payment to MERCHANT with respect to such transaction(s)unless and PayPal and PIN DebiYEBT Networks rules, regulations and applicable laws.Until BANK until MERCHANT provides to BANK the documentation sufficient for BANK to determine agrees to such modification in writing,the terms of this Agreement shall remain in place. that the transaction(s)is verified,legitimate,and BANK's risk has been mitigated.BANK MERCHANT shall be responsible for any administrative charges of BANK associated reserves the right,at its sole discretion,to adjust or amend the Merchant Profile Section of with any change requested by the MERCHANT. the Merchant Application&Agreement with or without notice to MERCHANT.MERCHANT acknowledges no discount or transaction fees will be refunded as a result of BANK with- 7. Chargebacks.MERCHANT expressly acknowledges and agrees to any charge holding payment to MERCHANT, including but not limited to reversals, returns and/or or debit made by BANK against any of MERCHANT's accounts as a result of the exer- credits. cise of chargeback or retrieval rights by a cardholder, issuing bank, processor, or other 9 Fraudulent Sales/Factoring.MERCHANT shall not present to BANK directly intermediary pursuant to applicable operating regulations of Visa, MasterCard,American or indirectly,any transaction(i)not originated as a result al an act directly between card- Express, Discover, PayPal, PIN from time Networks E other card brands/organizations holder and MERCHANT,(ii)that MERCHANT processes for any other person or business as the same may B in effect from time to time. MERCHANT also understands and (iii)that results from a transaction outside MERCHANT's normal course of business as acknowledges that BANK may debit or reduce MERCHANT'S bank account regardless described in the Merchant Application & Agreement, (iv) that MERCHANT knows or of whether the cardholder has returned merchandise. MERCHANT understands that should have known to be fraudulent,improper,illegal,or not authorized by the cardholder, BANK will assess MERCHANT a fee as well et administrative costs as determined by or(v)that contains the account number of a bank card account issued to MERCHANT. BANK for each chargeback. MERCHANT, whether consented ti or not s cardholder, Should MERCHANT do so, BANK may hold funds,suspend processing or terminate this shall not present l BANK for processing any sales slip representing a transaction which Agreement with or without notice following the determination,at BANK's sole discretion, has been previously charged back to BANK and returned to MERCHANT. MERCHANT's of improper, fraudulent, suspect, or other questionable transactions, including, but not obligations and BANK'S rights under this paragraph shall survive the termination io this limited to, transactions varying materially in character from the information represented Agreement. MERCHANT shall not bill or collect from any cardholder for any transaction for or disclosed in the Merchant Profile Section of the Merchant Application &Agreement which the cardholder paid with a bank card unless the cardholder exercised a chargeback, as approved by BANK.MERCHANT acknowledges and agrees that BANK shall have no the MERCHANT has fully paid for such chargeback, and the MERCHANT otherwise has obligation to make any payment to MERCHANT with respect to such transaction(s)unless the right to so.Without prior notice, BANK shall have the right,at any time,to reduce and until MERCHANT provides to BANK the documentation sufficient for BANK to deter- MERCHANT''ss bank card transaction proceeds received from issuing banks,debit any of mine that the transaction is verified and legitimate,and BANK's risk has been mitigated. MERCHANT'S accounts and/or demand immediate payment from MERCHANT through MERCHANT acknowledges no discount or transaction fees will be refunded as a result of to BAN otherwise for any bank card transaction which is disputed,questioned or returned BANK withholding payment to MERCHANT,including but not limited to reversals,returns to BK by the financial institution or company which has issued the bank card(the"Card Issuer")and to chargeback such transaction to MERCHANT in any situation,including but and/or credits. not limited to,the following situations: 10. Exclusivity.MERCHANT agrees that it will not use the service of any corpora- (a) Where goods originally purchased have been returned to MERCHANT by card- tion,entity or person other than BANK for the processing of bank card transactions. holder and cardholder requested a credit slip and such credit slip was not processed by 11. Term;Termination.The initial term of this Agreement shall commence upon MERCHANT; BANK's acceptance hereof (as evidenced by BANK's performance hereunder)and con- (b) Where the transaction had not been authorized as required; tinue in full force and effect for the term set forth in the Acknowledgements section of the (c) Where sales slip covers goods or services other than those described in the Merchant Application&Agreement.Thereafter,the Agreement will automatically renew for Merchant Application&Agreement; additional one-year periods unless MERCHANT gives(and BANK receives)written notice (d) Where a cardholder contends to the Card Issuer that: (i) goods or services of non-renewal prior to the end of the applicable term.The written notice must contain were not received by cardholder or by authorized user;or(ii)goods or services received by MERCHANT's signature as it appears on the Merchant Application&Agreement in order cardholder or by authorized user do not conform to what was described on the sales slip; to be accepted.Notwithstanding any other provision hereof,the Agreement may be termi- or(iii)goods or services were defective or of unsatisfactory quality; nated by BANK,with or without cause or reason,and with or without notice.Termination (e) Where original sales slip is not received by BANK from MERCHANT when by BANK for any service may(at BANK's option)result in termination of all services.In the requested by BANK in accordance with this Agreement; event MERCHANT submits bank card transactions to BANK after the date of termination, (f) Where sales slip does not contain a transaction date or the face of such sales the bank card transactions may(at BANK's option)be processed subject to the terms and slip shows that such date or dollar amount has been altered or incorrectly entered; conditions of this Agreement.If this Agreement is terminated by MERCHANT prior to the (g) Where the sales slip delivered to BANK contains the imprint or description of a end of the term or by BANK as a result of MERCHANT's breach, BANK will be entitled bank card other than the bank card processed; to recover and MERCHANT shall pay on demand,an early termination fee as set forth (h) Where the transaction was generated through the use of an expired bank card; in the Acknowledgements section of the Merchant Application & Agreement` for each (i) Where the signature on the sales slip is different from the signature appearing MERCHANT location. Termination of any ancillary service (i.e., Debit, Check Services, on the signature panel of the card or where no signature appears on the signature panel of etc.) is subject to an early termination fee of$100 per service.At Its sole and absolute the card; discretion, BANK may also assess liquidated damages in connection with such termina- Q) Where a Card Issuer or BANK has information that impropriety or fraud tion,which shall be the average monthly fees paid by MERCHANT to BANK for the last occurred at the time of transaction,whether or not such transaction was properly authorized 12 months(or the number of months this Agreement has been in effect,if less than twelve by the Card Issuer or the cardholder participated in or authorized the transaction,or where months)times the number of months remaining in the term, plus any and all additional the Card Issuer represents that there is no bank card outstanding with the account number losses(including con-sequential damages,costs,expenses and other liabilities)incurred used; by BANK in connection with such termination.MERCHANT and BANK agree that:(a)the (k) BANK reasonably determines that the transaction record is improper, fraudu- award of liquidated damages is to provide a means of compensation for BANK in the event lent,not a bona fide transaction in MERCHANT's ordinary course of business or is subject of a breach by MERCHANT in the form of early cancellation or non-adherence to exclusiv- to any claim of illegality,cancellation,rescission,avoidance,or offset for any reason what- ity requirement;(b)BANK's damages would be difficult or impossible to prove;and(c)the soever,including without limitation,negligence,fraud,impropriety,or dishonesty on the part amount of liquidated damages set forth herein is a fair and reasonable estimate of BANK's of card user,cardholder,MERCHANT or Affiliates; damages resulting from any breach or improper termination by MERCHANT.BANK may (1) In any situation where the sales slip was executed or credit given to MERCHANT hold payment of any monies due MERCHANT to ensure that all obligations of MERCHANT in circumstances constituting a breach of any representation or warranty of MERCHANT are satisfied.MERCHANT remains liable for any and all unpaid amounts due under this hereunder, or MERCHANT's violation of Visa, MasterCard,American Express, Discover, obligation or related to this Agreement.*[ARKANSAS MERCHANTS-early termination fee PayPal,or PIN DebiYEBT Networks rules and regulations which has resulted in a transac- is up to fifty dollars($50.00)]. tion being charged back by the Card Issuer; 12. Terminated Merchant File/MATCH/CMNF.MERCHANT may be placed on the (m) As required by bank card brand/organization rules or regulations as they cur- Combined Terminated Merchant File, MATCH,or the Consortium Merchant Negative File rently exist or as they may be amended from time to time; upon violation of any terms of this Agreement or any bank card brand/organization rules or (n) In such other circumstances where BANK determines or suspects in its sole dis- regulations.MERCHANT hereby releases,indemnifies,and holds BANK harmless for any cretion that the transaction may result in a chargeback for any reason,whether or not enu- loss or damage it may incur as a result of BANK's actions hereunder or as a consequence merated under this paragraph and whether or not the transaction results in a chargeback; of MERCHANT being placed by BANK or its agents on the Combined Terminated Merchant or File,MATCH,CMNF or other applicable list where such events are reported. (o) If with respect to any of MERCHANT'S outlets,the ratio of bank card counterfeit and fraud volume to bank card transaction volume or the ratio of the number of bank card 13. Attorneys'Fees and Collection Costs. MERCHANT shall be liable for and chargebacks to the number of bank card transactions exceeds 1%or credits processed shall indemnify and reimburse BANK for any attorneys'fees,arbitration cost,and expenses exceed ten percent(10%)for any given month.In such event,without limiting other rights incurred by BANK in the enforcement hereof, including but not limited to collecting any hereunder,BANK in its sole and absolute discretion may charge back all bank card sales amounts or obligations due from MERCHANT.BANK shall assess a collection fee of not for all locations. less than two hundred dollars($200.00)in the collections of any obligation or amounts due 8. Improper Transactions;Forward Commitments.BANK may hold funds,sus- by MERCHANT. pend processing,terminate this Agreement with or without notice,or require MERCHANT 14. Fee Disclosure. Discount Rate: "Discount Rate" shall mean a percent- to process a refund upon any determination by BANK,in its sole discretion,of improper, age of the total transactions submitted to BANK for processing.The Visa, MasterCard, fraudulent,suspicious or questionable transactions,including,but not limited to,any trans- American Express,Discover and PayPal Discount Rate listed in the Merchant Application Govolution TC 12.01.20 Page 2 DocuSign Envelope ID:4B7B5CED-C0FE-4C1E-B22D-CFC09DB5885F Merchant Credit Card Processing Terms&Conditions,continued &Agreement applies to"Qualified"transactions(American Express-"Tier 1")only.If the Merchant Location Fee for MC(MER LOC FEE-MC)(charged monthly) version of the application signed by Merchant lists a Credit Card Discount Rate(for Visa, Excessive Authorization Attempts (EXCESSIVE AUTH ATTEMPTS-MC) (charged per MasterCard, American Express, Discover and PayPal) the rate shall apply to Qualified authorization after 20 previously issuer declined attempts on the same account number in Credit Card(American Express-"Tier 1")transactions.If the Agreement lists a Check Card a 24 hour period) Discount Rate it will apply solely to Qualified Check Card transactions. If the Agreement Acquirer Interchange Compliance Downgrade Fee-MC (INT COMP DWNGRD-MC) lists a Credit/Check Discount Rate the rate would apply to Qualified transactions for both (charged on each downgraded transaction) Credit Cards and Check Cards. Acquirer Transaction Fee-Quantity based 3D Secure MasterCard Identity Check(3DS "Qualified"transactions are those in which an authorization was obtained electronically, VOL FEE-MC)(charged on settled transactions that uses 3D Secure Identity Check) the transaction was settled within the appropriate time frame,and the transaction meets Acquirer Transaction Fee-Amount based 3D Secure MasterCard Identity Check(3DS all other requirements imposed by the bank card brands or BANK.Other transactions are TRANS FEE-MC)(charged on every authorization that uses 3D Secure Identity Check) categorized as"Mid-Qualified"or"Non-Qualified"transactions.Mid-Qualified transactions Data Usage for DS(DAT USG DS TRAN)(charged on every settled transaction) include but are not limited to those transactions where the card is affiliated with a special International Processing Fee for DS(INTL PRC DS VOL)(charged on foreign settled issuer program or did not meet requirements imposed by the bank card brands or BANK. transactions) Non-Qualified transactions include but are not limited to those transactions where the International Service Fee for DS(INTL SRV DS VOL)(charged on foreign settled trans- authorization was obtained by calling a voice or Voice Recognition Unit(VRU)authorization actions)Access Fee for DS(ACCESS FOR DS) number,the card is affiliated with a special issuer program,the transaction was not settled Program Integrity Fee for DS (PRG INTEGRITY FEE DS)(charged on settled transac- in the appropriate time frame,or the transaction did not meet the requirements imposed by tions qualifying for Mid and Base Submission Level) the bank card brands or BANK.These"Mid-Qualified"or"Non-Qualified"transactions may Network Authorization Fee for DS(NETWORK AUTH FEE-DS)charged per authoriza- be subject to increased fees and/or Discount Rate as determined by BANK. tion Access Fee for DS(ACCESS FOR DS) "Debit Transaction Fee"shall mean a fee charged on each debit transaction submitted for Inbound Fee for AX(INBOUND AX VOL)(charged on foreign settled transactions) authorization,regardless of the total amount of the transaction. "EBT Transaction Fee"shall Data Quality Fee for AX (DATA QLT AX VOL) (charged on settled transactions that do mean a fee charged on each EBT transaction submitted for authorization,regardless of the not meet data quality standards) total amount of the transaction. "Debit Network Fee"shall be charged on each transaction Non-Compliance Fee for AX(NON COMP AX VOL)(charged on settled transactions that submitted for authorization,regardless of the total amount of the transaction,at a rate set do not comply with technical specifications) by the BANK or DebiYEBT network,and shall be in addition to the Debit Transaction Fee. Assessment fee for AX(ASSESSMENT FEE-AX)(charged on settled transactions) "Debit Related Fee"shall mean a fee charged on each transaction submitted for authoriza- Non-Swiped Transaction Fee for AX(NONSW IPE AX VOL) (charged on non-swiped tion of no less than three cents($0.03)per transaction for other debit related costs includ- settled transactions) ing,without limitation,debit sponsorship,audit,and network registration. Non-swiped Application-initiated Transaction Fee (NONSWIPE APP INT AX VOL) Also, if you are a mail order telephone order or e-commerce MERCHANT, the bank (charged on digital wallet settled transactions) card brands/organizations require additional data elements to be submitted as a part These fees further outlined above are passed along to the merchant and may include an of the transaction record in order for the transactions to qualify for the lowest possible additional surcharge to cover bank sponsorship fees,bank reconciliation costs and other discount rate.Failure to submit the additional data elements or to meet all other require- expenses associated with transaction processing. ments imposed by the bank card brands/organizations will result in the payment of a higher OTHER FEES: "Transaction Fee" shall mean a fee charged on each transaction discount rate. (including each sales draft and each credit draft) regardless of the total amount of the BRAND RELATED FEES: transaction."Authorization Fee"shall mean the fee charged on each transaction attempted whether approved or declined and whether or not the sale was actually charged.A"Batch Auth Processing Fee for VS Credit(AUTH PRC CR VS)(charged on every U.S.issued Settlement Fee"will be charged on all batch settlements."Per Item Fee"shall mean the fee card authorization) charged on each specified settled transaction.A Monthly Minimum fee may be charged, Auth Processing Fee for VS DB(AUTH PRC DB VS) (charged on every U.S. issued and if so, applies to Visa and MasterCard transactions only.An Annual Fee of not less check card authorization) than ninety-five dollars($95.00) per year shall be charged and will be collected via ACH Auth Processing Fee for VS International Credit(AUTH PRC CR INTL VS)(charged on transfer within forty-five(45)days from the approval date of this Agreement and on the first every international issued card authorization) business day of the anniversary month each year thereafter.An Access Fee for Discover Auth Processing Fee for VS International DB (AUTH PRC DB INTL VS) (charged on (ACCESS FOR DS)will be charged on a monthly basis.An Address Verification Service every international issued check card authorization) Fee(AVS)will be charged on transactions for all Card Brands on which the AVS service Primary Account Number Status Check-VS (PAN STATUS CHECK-VS) (charged on is utilized.A"Monthly Maintenance Fee"will be charged for general account maintenance every domestic credit card holder account status check) and online statement preparation.A"Network Inquiry Fee"may be charged,at the same Primary Account Number Status Check-VS Debit (PAN STATUS CHECK-VS DB) rate as the applicable authorization or transaction fee,for any non-card specific or non-card (charged on every domestic check card holder account status check) identifiable transmission to the host.A"Monthly Funding Fee"may be charged on settled Primary Account Number Status Check-VS International (PAN STATUS CHECK-VS volume for all Card Brands. INTL)(charged on every foreign card holder account status check) Non-Settle Fee for VS(NON STL VS TRAN) (charged on approved authorizations not Additional fees are charged for use of Wireless terminals.These fees include"Wireless settled within 10 days of authorization) Transaction Surcharge;'"Wireless Activation/Reactivation Fee;' and "Wireless Monthly Transaction Integrity Fee for VS(TIF FOR VS TRAN)(charged on credit,check card or Access Fee", and are outlined in the Merchant Application &Agreement, if applicable. prepaid card transactions that do not meet CPS qualifications) Wireless"Monthly Access Fee"includes 1MB of wireless data per wireless SIM card.Data Zero Floor Limit for VS(NO AUTH VS TRAN)(charged on settled transactions that can- utilized in excess of the 1MB allowance on an individual SIM card in a given month may be not be matched to previously approved authorizations) charged at the rate of$3.00 per MB.Limits on monthly maximum data may be set for indi- Cross Border Fee for VS(XBRD FOR VS VOL)(charged on foreign settled transactions) vidual SIMs at BANK's discretion.Using wireless service for application downloads could International Assessment Fee for VS(INTL FOR VS VOL)(charged on foreign settled result in overage fees and/or SIM deactivation due to reaching the maximum data limit. transactions) Fixed Acquirer Network Fees for VS(NTWK FEE FOR VS) A"Merchant Benefits Package Monthly Fee"may be charged if MERCHANT wishes to Base II System File Transmission Fee for VS(TRANSMISSION VS)(charged on every utilize this service.The services included and associated fees are outlined in the Merchant settled transaction) Application&Agreement,if applicable. Network Acquirer Brand Usage Fee/Safety Net for MC(BRND USG FEE/SAFETY NET MERCHANTS who take advantage of the Next Day Funding Program may be charged a MC)(charged on every authorization) Rate and/or Fee as outlined in the Merchant Application&Agreement. Primary Account Number Status Check-MC International(PAN STATUS CHECK-MC- INTER)(charged on every foreign card holder account status check) COMPLIANCE RELATED FEES:MERCHANT agrees to comply with all security stan- Primary Account Number Status Check-MC Intraregional (PAN STATUS CHECK-MC- dards and guidelines that may be published from time to time by any card brand or orga- INTRA)(charged on every domestic card holder account status check) nization,including,without limitation,the Payment Card Industry Data Security Standards Processing Integrity Fee-Preauthorization (PREAUTH-MC) (charged per authorization ("PCIDSS"), the Visa Cardholder Information Security Program("CISP")the MasterCard not cleared or reversed within thirty calendar days for pre-authorizations) Site Data Protection program("SDP"),the Discover/PayPal-Security Requirements and the Processing Integrity Fee-Undefined Authorization (UNDEF AUTH-MC) (charged per American Express@ Data Security Operating Policy-United States("DSOP")(collectively, authorization not cleared within seven calendar days for undefined authorizations) the"Security Guidelines"). Processing Integrity Fee-Final Authorization(FNL AUTH-MC)(charged per final autho- A"Regulatory Compliance Fee"will be charged in regards to application changes, rization not cleared within seven calendar days and/or cleared within seven days but the merchant notifications and other requirements,the result of changes in rules regulations, clearing amount differs from the authorization amount) or operating procedures,or any additional requirement imposed by any federal or state Nominal Authorization Fee MC(NOMINAL AUTH MC)charged per nominal authoriza- governmental agency or regulatory authority.A"PCI Fee"may be charged in association tion reversal with a PCI DSS compliance program which BANK may make available to MERCHANT Processing Integrity Fee-Final Authorization-Minimum (FNL AUTH MIN-MC) (charged either directly or through a third party.BANK shall have the right to charge an annual PCI per final authorization not cleared within seven calendar days and/or cleared within seven fee whether or not MERCHANT participates in the program.A"Non-Compliance Fee"may days but the clearing amount differs from the authorization amount) be charged on a frequency to be determined by BANK for merchants who fail to provide Global Acquiring Program Fee for MC(ACQ PRG MC VOL)(charged on foreign settled certification of PCI compliance, fail to maintain an annual certificate of compliance,or fail transactions) to meet any additional requirements imposed by any federal or state governmental agency Cross Border Fee for MC(XBRD FOR MC VOL)(charged on foreign settled transactions) or regulatory authority.A"Breach Protection Fee"may be charged for coverage in the event Network Fee for MC(NTWK FEE FOR MC) of a data compromise in connection with the Breach Protection Program. Digital Enablement Fee for MC (DGT ENBL MC VOL) (charged on card not present ram BREACH PROTECTION PROGRAM: The Breach Protection Pro provided b transactions) 9 p y Govolution TC 12.01.20 Page 3 DocuSign Envelope ID:4B7B5CED-00FE-4C1E-B22D-CFC09DB5885F Merchant Credit Card Processing Terms&Conditions,continued BANK is administered by RGS Limited, LLC.and is funded by a policy purchased from on your behalf. Merchant understands and agrees that activation of Account Updater may be delayed the Voyager Indemnity Insurance Company.Additional information regarding the terms of due to registration with the Card Brands.BANK does not guarantee the accuracy of data or the results the Breach Protection Program is available by going to https://www.royalgroupservices. of data used by Merchant Merchant shall be responsible for all fees associated with Account Updater com/nadsrpg/.FIGS Limited LLC.,Voyager Indemnity Insurance Company or BANK may and shall follow the rules and guidelines set forth by the Card Brands relating to Account Updater. modify or cancel the Breach Protection program at any time with or without notice.BANK does not warrant nor guarantee the terms and conditions of,or the features of,the Breach Merchant agrees and warrants the following: Protection Program.The Breach Protection Program does not eliminate the requirements (a)To abide by all CARD BRAND RULES applicable to BANK's Account Updater product for MERCHANT to become or remain PCI-DSS compliant as referenced in the PCI-DSS MERCHANT acknowledges that BANK is the acquirer of record for processing transactions Compliance and Customer Information Security section of the Merchant Processing Terms through Account Updater; &Conditions.To file a claim on the Breach Protection Program, please call the Claims (b) To request a BANK Account Updater update for every participating VISA account in Hotline at(844)729-9199. MERCHANTS customer database at least once every 180 calendar days; NON-RECURRING FEES: MERCHANT further understands that BANK will assess (c)To submit inquiries only for those accounts with which the MERCHANT has an ongoing Non-Recurring Fees when applicable, as set forth in this paragraph. BANK will assess customer relationship; MERCHANT a fee as well as administrative costs as determined by BANK for each (d)To update its customer account database within five(5)business days of receiving update chargeback through ACH,including but not limited to the following:Retrieval Fee($10.00 from BANK; per item), Chargeback Fee ($25.00 per item), and Return Draft Fee ($30.00 per item). (e)To ensure that information received from BANK is properly, completely, and accurately Additionally,MERCHANT shall be responsible for other fees including a DDA/DBA Change incorporated into MERCHANTS customer database for use in future transactions; Fee($35.00 per item)and a Voice Authorization Fee($0.95 per request). (f)To correct erroneous account information within five(5)business days of receipt of error MERCHANT understands that Early Termination Fees may be charged, by service, notification from BANK,Visa,or MasterCard; as outlined in the Merchant Application&Agreement and Merchant Processing Terms& (g)Not to request authorization on accounts that have returned a response of"Closed Account'; Conditions, if applicable.MERCHANT understands and agrees that BANK reserves the (h)Not to submit inquiries to BANK on behalf of any other entity. right to assess any associated fees not previously specified in the"Fees Section"of the DEBIT SURCHARGE:MERCHANT must not impose a surcharge on any Debit/EBT Merchant Application&Agreement that are billed to BANK as a result of the device(s)or transaction. MERCHANT will be liable for all fines,fees or damages that may be assessed software used by MERCHANT communicating with any third party host. to First American by the Debit/EBT networks or any other brand or network as a result of POS RELATED FEES:Equipment supplies provided shall consist of(i)replacement of any such surcharging by MERCHANT. printer receipt paper and(ii)replacement of receipt printer ribbons only.Supplies provided Debit/EBT network fees may be billed on a pass-through basis. are intended for use with BANK processing services only and BANK reserves the right to limit quantities based upon MERCHANT transaction history. Not applicable to third parry POS ADDITIONAL SERVICES:MERCHANT should also review the Merchant Application& equipment Agreement and Merchant Processing Terms&Conditions for fees charged for additional services utilized by MERCHANT,including but not limited to Debit,SecurChex,FirstPaynet, POS Terminal replacement services shall consist of replacement or repair,at BANK'S 1stPayMobile, 1stPayP0S Pro and FIRSTADVANTAGE Gift/Loyalty.These fees as well as option,of MERCHANT's processing equipment(terminal,printer,pinpad or check reader.) the Credit service related fees outlined above are listed at www.merchantnotification.com BANK will perform this service if(i)MERCHANT has honored and paid all amounts owed under the FEE DISCLOSURE tab. to BANK including,but not limited to,all amounts owed for Chargebacks and ACH rejects, (ii)the equipment has been verified to be in working order with BANK(verification of this 15. Variances.If in MERCHANT's processing there is a variance from the informa- shall occur by MERCHANT submitting a transaction to BANK using the equipment that is tion, amounts or percentages included, represented, or disclosed by MERCHANT in the being requested to be replaced).BANK,at its option,may use refurbished equipment for Merchant Profile Section of the Merchant Application&Agreement as approved by BANK replacement and at BANK's sole discretion may substitute comparable equipment.BANK or if BANK determines that such variance may otherwise be detrimental to BANK, then shall charge a shipping fee of not less than seven dollars and twenty-five cents($7.25)plus BANK shall have no obligation to pay MERCHANT any settlement funds until MERCHANT applicable tax for each supply request.Additional fees will apply to orders above the stan- has provided to BANK documentation sufficient for BANK to determine that the variance is dard quantities established by BANK.BANK shall charge a fee not less than seventy-five verified and legitimate,and BANK's risk has been mitigated.MERCHANT further acknowl- dollars($75.00)for shipping and handling on equipment exchanges or swaps and a fee not edges that BANK,at its sole discretion,may hold or delay settlement of funds, suspend less than one-hundred seventy-five dollars($175.00)for all premium equipment,including MERCHANT's processing, terminate this Agreement, or require MERCHANT to run a but not limited to,all wireless equipment and select check imagers.MERCHANT is required return/credit on a transaction with or without notice upon the occurrence of any of the to return all defective equipment replaced by BANK to BANK.BANK may assess a restock- events specified above.MERCHANT shall immediately notify BANK in writing if variances ing fee of not less than fifty dollars($50.00)on all returned equipment. If equipment is occur from the information, amounts or percentages included, represented,or disclosed not returned,BANK,at its sole discretion,may assess a fee of not less than five-hundred by MERCHANT in the Merchant Profile Section of the Merchant Application&Agreement dollars($500.00)for each piece of equipment not returned and a fee of not less than nine- as approved by BANK.For purposes hereof,BANK's determination shall be binding upon hundred fifty dollars($950.00)for each piece of premium equipment not returned,including MERCHANT. MERCHANT hereby releases, indemnifies and holds BANK harmless for but not limited to, all wireless equipment and select check imagers.BANK reserves the any losses or damage it may incur as a result of BANK's actions hereunder,or as a con- right to assess a fee,to be determined by BANK,for equipment upgrades when compat- sequence of the settlement funds being held, delayed or suspended.MERCHANT also ible equipment is not available or when MERCHANT's existing equipment is obsolete or no agrees to pay all fees associated with processing any transaction,regardless if funds are longer supported by BANK. held,delayed,suspended or if MERCHANT is required to run a return/credit. POS Terminals may be made available for use by MERCHANT free of charge("com- 16. MERCHANT Reserve Account. BANK may require the MERCHANT or any plimentary equipment"), at BANK's option. MERCHANT is required to return all compli- guarantor to establish a reserve account against current and future indebtedness, or for mentary equipment at the termination of the processing agreement with BANK.Failure to any transaction which might become subject to a chargeback for any reason.Any reserve return the complimentary equipment may result in BANK assessing a fee of not less than will be held by BANK for a period of time as is consistent with BANK's liability(up to 120 five-hundred dollars($500.00)for each piece of equipment not returned and a fee of not days from the date scheduled for last delivery of goods or services to cardholder, not to less than nine-hundred fifty dollars($950.00)for each piece of premium equipment not exceed 540 days from the processing date).BANK,in its sole and absolute discretion,may returned,including but not limited to wireless equipment and check imagers. estimate the amount of the potential losses,fees,and costs and require MERCHANT or any guarantor to establish a reserve account for the full amount of the estimate.Payment of In the event MERCHANT accepts a rate or fee reduction on any rate or fee set forth the reserve estimate shall be immediate.Failure to fund the reserve may result in immedi- herein during the initial term of this Agreement,the term of this Agreement shall automati- ate termination of the Agreement.MERCHANT also understands and agrees that BANK cally be extended for an additional two(2)years. may withhold and retain any and all settlement funds in order to establish a Merchant BANK shall have the right to adjust charges as necessary to offset any direct or indirect Reserve Account without notice to MERCHANT.MERCHANT understands and agrees that cost to BANK associated with providing services hereunder including, but not limited to, all reserve funds may be retained and used to offset;1)any loss which was created prior costs associated with collection and administration of chargebacks,fees charged by Visa, to establishing the reserve account 2)any current fees or losses due from time to time to MasterCard,American Express,Discover,or PayPal, fees charged by other providers in BANK, hereunder and 3)any transaction which might result in a loss at a future date as processing,increases in the cost of living index or changes in rules,regulations,or operat- determined by BANK.Reserves shall be held and placed in a non-segregated,non-interest ing procedures of Visa,MasterCard,American Express,Discover and PayPal or other appli- bearing account in BANK's name and MERCHANT will have no right of access to said cable bank card brand/organization,charges for changes to merchant accounts or informa- account. Further the Reserve Account shall not be deemed property of MERCHANT during tion,adjustments in foreign exchange rates,or any additional requirement imposed by any the period of time the funds are held by BANK. federal or state governmental agency or regulatory authority, or due to any increases in This Agreement will constitute a security agreement under the Uniform Commercial communication costs charged to BANK by common carriers.Such charges shall,without Code.MERCHANT grants to BANK a security interest in and lien upon all of the following prior notice,become effective as of the date of change.Upon any request from MERCHANT (collectively,the"Secured Assets"):(i)all funds at any time in the designated account,(ii) for copies of file information,account research,or other information,BANK may charge fees the reserve account,(iii)future transactions,(iv)all funds,deposits,deposit accounts,mon- for such services, including per hour fees as determined by BANK.Without limiting the eys,securities,and other property now or hereafter in the possession of or on deposit with, foregoing,BANK shall have the absolute and unconditional right to introduce new fees and or in transit to BANK or any other direct or indirect subsidiary or affiliate of BANK,whether increase Discount Rates,Transaction Fees,Authorization Fees,Per Item Fees,Statement held in a general or special account or deposit,whether held jointly with someone else,or Fees, Access Fees,Monthly Minimums, DF&A, Debit Transaction Fees, EBT Transaction whether held for safekeeping or otherwise,excluding,however,all IRA,Keogh, and trust Fees,Debit Network Fees and any other fees for any reason when deemed appropriate in accounts;and(v)all of MERCHANT's rights relating to this Agreement including,without BANK's sole discretion.Said changes may be communicated by statement message and a limitation,all rights to receive any payments or credits under this Agreement.MERCHANT summary thereof will be available thirty days prior to the implementation at www.firstview.net. warrants and represents that no other person or entity has a security interest in the Secured ACCOUNT UPDATER is a service provided by the various Card Brands and is facilitated by BANK Assets.These security interests and liens will secure all of MERCHANT's obligations under Govolution TC 12.01.20 Page 4 DocuSign Envelope ID:4137135CED-00FE-4C1E-B22D-CFC09DB5885F Merchant Credit Card Processing Terms&Conditions,continued this Agreement and any other agreements between MERCHANT and BANK, including 22. Notices.If to BANK,all written notices under this Agreement shall be delivered but not limited to MERCHANT's obligation to pay any amounts due to BANK.With respect to: to such security interests and liens,BANK will have all rights afforded under the Uniform s v Serice Commercial Code, any other applicable law and in equity and the right to perfect such 100 Th Merchant nt Ser o ice Street,Suite 1800 security interests as required by the Uniform Commercial Code.In addition to the security Fort Worth, 76102 interests in the Secured Assets,BANK shall have,a contractual right of setoff against the Secured Assets without notice to MERCHANT. If to MERCHANT,the proper notice shall be the address stated on the records of BANK. 17. Arbitration. Any dispute, controversy, or claim arising out of or relating to Notice to MERCHANT may be by letter,facsimile and/or the MERCHANT's monthly state- this Agreement, including any breach hereof,shall be resolved exclusively by arbitration ment. in Fort Worth, Texas, pursuant to the Federal Arbitration Act and administered by the If such transmitted notice is by MERCHANT to BANK,the original of any communication American Arbitration Association under its Commercial Arbitration Rules, and judgment shall also be mailed to BANK on the date of the transmission and it shall not be deemed on the award rendered by the arbitrator(s)may be entered in any court having jurisdiction. served until the mailed copy is received and confirmed by BANK. 18. Waiver.The parties and any guarantor expressly waive the right and agree not Any notice of termination of this Agreement must be in writing and must contain MERCHANT'S signature,as it appears on the Merchant Application&Agreement. to bring or participate in any class or collective action(or other representative action)or any joinder or consolidation of claims with respect to any dispute arising out of or relating to 23. Entire Agreement Changes.This Agreement,along with the additional terms this Agreement.ALL PARTIES TO THIS AGREEMENT HEREBY WAIVE TRIAL BY JURY and conditions located at www.MerchantNotification.com and any applicable supplements IN ANY ACTION, PROCEEDING, SUIT, CLAIM, COUNTERCLAIM OR THIRD PARTY contains the entire agreement between the parties and may not be altered,amended,modi- CLAIM BROUGHT BY THE PARTIES HERETO ON ANY MATTER ARISING OUT OF OR fied,terminated or otherwise changed except in writing and signed by BANK. OTHERWISE RELATED TO OR CONNECTED WITH THIS AGREEMENT. If any term,provision,covenant or condition of this Agreement is determined by any local, 19. Taxes. MERCHANT shall pay and be responsible for all sales, use, value state or federal court or law enforcement agency to be invalid,illegal,void or unenforceable added,and other taxes and duties,of whatever nature levied or imposed as a result of this in any jurisdiction,then such provision,covenant or condition shall,as to such jurisdiction, Agreement or in connection with any services hereunder. be modified or restricted to the extent necessary to make such provision valid,binding and 20. Indemnification. MERCHANT hereby releases, indemnifies and holds BANK enforceable,or,if such provision cannot be modified or restricted,then such provision shall harm-less for any losses,claims,costs or damages to MERCHANT or any third party as a as to such jurisdiction,be deemed to be excised from this Agreement and any such invalid- result of BANK's acts or omissions under this Agreement, including,as a consequence of qty,illegality or unenforceability with respect to such provision shall not invalidate or render unenforceable such provision in any other jurisdiction,and the remainder of the provisions BANK's own negligence.The indemnification provisions herein shall survive the termination hereof shall remain in full force and effect and shall in no way be affected, impaired or of this Agreement. invalidated. 21. Governing Law;Jurisdiction.This Agreement shall be governed by and con- strued in accordance with the internal laws of the State of Texas applicable to agreements made and to be performed entirely within such state without regard to the conflicts of law principles of such state.The parties hereby agree that venue of any action under this agree- ment shall be exclusively in the state district courts located in Fort Worth,Tarrant County, Texas. Additional American Express Card Acceptance Requirements Merchant shall not assign to any third party any payments due to it under this Agreement,and all indebtedness arising from charges will be for bona fide sales of goods and services(or both)or charitable contributions at its establishments free of liens,claims,and encumbrances other than ordinary sales taxes;provided,however,that Merchant may sell and assign future transaction receivables to BANK,its affiliated entities and/or any other cash advance funding source that partners with BANK or its affiliated enti- ties,without consent of American Express. Rights and Obligations. MERCHANT agrees that American Express shall have third-party beneficiary rights to enforce this Agreement,but shall hold no obligations to the MERCHANT. MERCHANT warrants that it does not hold third party beneficiary rights to any agreements between Payment Service Provider and American Express and at no time will attempt to enforce any such agreements against American Express. MERCHANT ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL AMERICAN EXPRESS, IT AFFILIATES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO SPONSORED MERCHANT FOR ANY DAMAGES, LOSSES, OR COSTS INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. 'Please visit www.americanexpress.com/merchantopguide for a full copy of the American Express Merchant Operating Guide. Next Day Funding Terms & Conditions The following Terms&Conditions apply only if MERCHANT has been accepted into the Next Day Funding Program. NEXT DAY FUNDING is available for Visa@,MasterCard@,American Express@,Discover@1 and PayPaITM card transactions and PIN based debit transactions only.Next Day Funding is subject to BANK approval and subject to all provisions of the Merchant Processing Terms&Conditions.Qualifying funds are deposited on the next business day, excluding weekends and bank holidays. Upon execution of this agreement and acceptance into the Next Day Funding Program,MERCHANT acknowledges and agrees to the Next Day Funding Rate or Monthly Fee, effective the first day of the month of acceptance. MERCHANT further acknowledges that the Next Day Funding Rate or Monthly Fee are fees to participate in the Next Day Funding Program and not a guarantee that all transactions processed will qualify for Next Day Funding. In order to enable Next Day Funding, MERCHANT must assist in the download/reprogram of the terminal/software application. Failure to do so will result in processed transactions settling under standard funding guidelines and funds will not be eligible for Next Day Funding. MERCHANT must Batch transactions out at least five minutes prior to the designated cut-off time("Cut-Off Time").All Cut-Off Times are Central Standard Time.It is MERCHANT's sole responsibility to batch MERCHANT's terminal by the designated Cut-Off Time. Transactions batched after Cut-Off Time will be treated as batched on the following business day. Next Day Funding of Merchants may be impacted by circumstances beyond BANK's control,such as disruptions in network processing or processing delays by a third party intermediary. BANK reserves the right to adjust or change Cut-Off Time at its sole discretion.For additional detail regarding Next Day Funding,please go to:www.merchantnotification.com. MERCHANT agrees and understands that MERCHANT is not guaranteed to be accepted into this program.Even if accepted into this program,MERCHANT may be removed from this program at anytime at the sole discretion of BANK. 1 Merchants who have a direct relationship with Discover@(Discover@ Retained)or American Express@ are excluded from Next Day Funding. Govolution TC 12.01.20 Page 5 DocuSign Envelope ID:4137135CED-00FE-4C1E-B22D-CFC09DB5885F For, Internal Ltse Chu°aGy A4490—wq_tea MerchantµAppc ae� IT r� e�n� and Loc. _. _.. "pnditlezns __._..n_.w__ _.w..__. .._. ....._ Merchant Fcessirl �"errr�s Merchant [)BA Name, ���r�aus._ 0tris Texas _._1...._.....,_ ... Th e Mc,rchant Al pp ficotion &A4gree rnent is hereby Urn en ded as fo flows; Rates & Fees Section— The parties acknowledge that the $,06 Transaction/Authorization Fee listed under Pass-,"rhroca h Pricing is referenced on Dagen 7 of the Master Subscription Agreement in the Merchant Card Services-Processing Fees-First American Payrnent Systerns Sectuon. In addition, the Section titled Other Fees is hereby amended by deleting the following: • Ratcha/Settiearnent Fee: $0.25 per batch • Breach Protection Fee: $24.95 per month • Fee: $95.00 per year • Regulatory Compliance F=ee: $3,42 per month Additional Products &Services Section- "The Section titled,Service Fee Information is hereby amended by deleting the following: • Retrieval Feet; $1.0.00 per items • DDA/DBA Change Fee: $35.00 • AVS Fee $0,025 • Chargeback Fee: $25.00 • Voice Authorization Flee: $0.95 • Monthly Funding (V/IVi/D/A). Rate 0.015%($4,00 rnaax pe,r.Card Brand) • Return Craft Fee: $30.00 per item • Monthly Minimum- $25,00 per, month Acknowledgements Section -The third paragraph in the Acknowledge rnents section is hereby amended by deleting the wards "an(] is subject to an Early Termination Fee of no less than $/495,00" 7-he Merr:hont Processing Terms& Conditions ores hereby ornerrde d as fodiows.• The third "WHEREAS" recital is amended by deleting the ward "licensed" and replacing it with the word "organized," §1-Section 1. is hereby amended by deleting the words "or without" from the third sentence of the Section. § -.Section 3 is hereby amended by deleting the word "balance" and replacing it with they word "I:aatch." 4 - Section 4 is hereby amended by deleting the following sentence: WERCwHANT agrees to provide BANK three (3) days prior written notice of any change of account and to abide by BANK's policies regarding changes to accounts," §4n-Secocard transaon 4 isctions further amended by deleting they following ses�nt�ence� "All payments to MERCHANT for the arnount of properly submitted to BANK shall be Gess discount, credit c harge.backs, reserve amounts, transaction fees,, statearaaent fees, and other applicable fetes all of which are. the responsibility of MERCHANT.°" Section 4 is further amended by deleting the sentence indicated below and replacing it with the sentenceindicindicatedb low DocuSign Envelope ID:4B7B5CED-OOFE-4C1 E-B22D-CFC09DB5885F Delete the following sentence: "Fees and other charg(-.,?s due BANK hereunder may be deducted from aniounts due MERCHANT or may be debited against any of MERCHANTs accounts at BANK's sole discrentio ,11 Replace it with the llowings ence: ees and other charges due BANK hereunder may be debited against MERCAT'sank ac , if MERCHANT's account with BANK is delin(JUent or otherwise not current, may be deducted from amounts due MERCHANT', in BANK's good faith discretion." §4--Section 4 is further amended by deleting the sentence indicated below and replacing It with the sentence indicated bellow: Delete the following sentence: 'I he discount and other, fees may be collected by BANK on a daily, rnonfl-rly, or, other basis, as deterrnined by BANK." Replace it with the following sentence: "Unless MERC'HANT's account with BANK is delinquent or Otherwise not current, the discount and other fees may be collected by RANK only on a monthly basis." §4 — Section 4 is further amended by deleting the following sentence: "All reserve amounts may be deducted trona arnounts otherwise due MERCHANT, debited against MERCHANT's account, or paid directly by MERCHAN'T'througl") ACh or otherwise at BANKs sole discretion," §4 —Section 4 is further amended by Meting the words "ninety (90)" in the two places they appear in the Section and replacing then-i in both places with the words "one hundred eigl-rty (180)". §5(d) Subsection 5(d) is hereby amended by adding the words "or court order" to the end of the SUbsectk)n, §5(e) Subsection 5(e) is hereby deleted in its entirety. §5(9) — 'subsection 5(g) is hereby amended by deleting the second sentence thereof and replacing it with the following: WERCHANT also warrants that no photographic, video surveillance, or other recording device is being used to Intentionally capture any cardholder PIN or information reflected on the front or back of any payment card," §5(i)—Subsection 5(i) is hereby deleted in its entirety. §5(j) — Subsection 5(j) is hereby deleted in its entirety and replaced with the following: "(j) if a manual authorization nUrnber is required or requested, MERCHANT warrants it shall use only the authorization number obtained through the Voice Authorization network phone number provided by BANK. MERCHANT shall not use any nurnber given by the cardholder or any type of number which has been obtained from any other source;". §5(k) — Subsection S(k) is hereby amended by adding the words ", subpoena or COUrt order" to the end of the first sentence of the subsection. §5(l)—A new Subsectiori 5(j) is hereby added as follows: "(1) MERCHANT is responsible for its ernployees' actiorls while in its employ", §6 — Sectionhereby amended by deleting the following scntence: BANK shaH have the right to charge a Powe of no less than twenty dollars ($20,00) for returned mail iterns." Page 12 H:\Fxf!C\[c?9M\1 APSrpaasCBiristi\vOS,,,,Addernduryk_,Cwl,)�.is Cjjj,jqtu(2022 06 24),doc DocuSign Envelope ID:4137135CED-00FE-4C1 E-B22D-CFC09DB5885F §8—Section 8 is hereby amended by deleting from the first sentence thereof the words "terminate this Agreement with or vvithOLA notice", §8 --Section 8 is hereby arnerided oye g the fowgsc-tn "BNerveth -ightat its sole discetiontoadjust or amend the Merchant PrfilSection of the Merchant Application & Agreement with or without notice to MERCHANT," §10—. eacution 10 is hereby deleted in its entirety, §11--Section .11 is hereby amended by adding the words ", with 90 days' notice," after "one,year periods" in the second sentence thereof and replacing thern with the words. §11. .... The portion of Section 1.1 beginning with the third sentence (the sentence beginning with the words -rhe written notice rr1USt contain --") and encornpassing the balance of the Section is hereby deleted and replaced with the following: "The contrinuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to budget approval and appropriations specifically covering this Agree„rnent as an expenditure in said budget, and it is within the sole discretion Of tl`!e City's City Council to determine whether car not to fund this Agreement. The City does not represent that a budget item providing for this Agreement will be adopted, as that determination is within the City Council's sole discretion when adopting the budget.” §12 -- Section 12 is hereby amended by deleting the second sentence thereof in its entirety. §13—Section 1.3 is hereby deleted in its entirety, §14—Section 14 is hereby deleted in its entirety, §15 — The portion of Section 15 beginning with WERCHANT shall immediately notify BANK in writing if variances occur I.." and encorn pass i rig the balance of the Section is hereby deleted, §16—Section 1.6 is hereby deleted in its entirety, §20—Section 20 is deleted in its entirety, §22 -- Section 22 is hereby amended by deleting the sentences indicated below and replacing them with the sentence indicated below: Delete the following sentences: "If to MERCHANT, the proper notice shall be the address stated on the records of BANK, Notice to MERCHANT may be by letter, facsimile and/or the MERCHANT's monthly staternent," Replace therm with the following sentence: "Notice to MERCHANT shall be made by U.S, mail delivered to the address stated on the records of BANK." §22 — Section 22 is hereby further amended by deleting the sentence that reads "Any notice of termination of this, Agreernent rnust be in writing and rnust contain MERCHANF's Sigl`latUre as it appears on the Merchant Application & Agreernent" arid replacing it with the following: "Any notice of termination of this Agreement rMlst be in writing and signed by a person with appropriate authority to bind MERCHAN'T." §23—Section 23 is hereby amended by adding the words "arid MERCHANT" to the end of the first sentence thereof. DocuSign Envelope ID:4B7B5CED-OOFE-4C1 E-B22D-CFC09DB5885F Next Day Funding Terms & Conditions ..- the foHovving sentences are JOeted from th�: Next Day Frinding Terms & Conditions: "Upon executuon of this agreeff)21nt and acceptance into the Next Day Funding Prograirn, MERCHANT acknowiedges arid agrees to the Next Day Funding Rate or, Monthly Fee, effective the first day of the month of acceptance, MERCHANT further acknowledges that the Next Day Fundinp, Rau'' or Monthly Fee are fees to participate in the Next 1.)ay Fundirug Prograrn and riot a gUarantee that all transactions processed will qualify for, Next Day FLA-iding," MERCHANT and BANK hereby agree that MERCHAM, if approved for the Next Day FUnding Prograrn, shall not be charged for, Next Day l:unding, By execution of this Addend urn, the und(.rsigned acknoMedges and agrees that all other terms and provisions (,,)f the Merchant Application & Agreement and Merchant Processing Terms & Conditions shall remain in tO force and effect except as arnended hereby, I'his Addendurn is hrr,'Oted to the arnendmert set forth herein and shall not constitute an amendment, modification, or waiver- of any ot-wr provisions of the Merchant Application & Agreernent and Merchant Processing Terms & Conditions, Thee u.indersigned further warrants and represents that he/she has the a)Uthority to execute this Addendurn on behalf of the entity named herein and inc. the entity to provisions hptein. Signature: Date: Printed Narne: Cornpany Narne: ;0 k!' o Z., Approved by Bank Date: A=Legal Form 7/29/2022 AssisVO"nV6Wy"Attorney Date DocuSigned by: 7/29/2022 Josh Chronley Date Page 14 H\F.xec\I egai\rAPS LP\Cont rao s\M(,rchant\Cor pus Chrisv\05,