Docusign City Council Transmittal Coversheet

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DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

RFP 5955 Telecheck

File Name Debit/CC Electronic Check Processing

Purchasing Contact Karen Smith

City Council Target Date 6/21/16

Granicus #

Ordinance #

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (Contract 5955)

June 21, 2016 THIS CONTRACT is made and entered into this day ______, by and between TeleCheck Services, Inc. a corporation, whose address is 14141 Southwest Freeway, Sugar Land, TX 77478, hereinafter referred to as "TeleCheck," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee.

For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows:

SCOPE OF SERVICES

TeleCheck shall provide products and/or services in accordance with this Contract, which consists of this written agreement and the following Exhibits attached hereto and incorporated herein by reference:

(a) TeleCheck Verification Services Agreement and Pricing (Exhibit “A”); (b) TeleCheck Warranty Services Agreement and Pricing (Exhibit “B”); (c) RFP 5955 Supplemental Scope & Specifications of Services (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Response to Request for Supply of Debit/Credit Card and Electronic Check Processing Services Proposal dated November 13, 2015 TeleCheck. (Exhibit "F");

These documents make up the Contract, and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract Exhibits in the order in which they are listed above. These Exhibits shall be referred to collectively as “Contract Documents.”

IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written.

Contract# 5955-Telecheck

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

TELECHECK

BY: AUTHORIZED SIGNATURE

Date: June 15, 2016 Alain Barbet Name:

Title: SVP/GM

212-515-0205

PHONE NUMBER [email protected]

EMAIL ADDRESS 2016-58850

TEXAS ETHICS COMMISSION CERTIFICATE NUMBER

CITY OF DENTON, TEXAS

ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER

6/22/2016 BY: ______Date:

APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY

BY: ______

Contract# 5955-Telecheck

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

EXHIBIT “A” TO CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (CONTRACT 5955)

TELECHECK ELECTRONIC CHECK ACCEPTANCE ®, eDeposit®, CHECKS-BY-PHONE® and INTERNET CHECK ACCEPTANCE ®VERIFICATION SERVICES AGREEMENT

THIS TELECHECK ELECTRONIC CHECK ACCEPTANCE (“ECA”), eDeposit, Checks-by-Phone (“CBP”) and Internet Check Acceptance (“ICA”) Verification Services Agreement (“Agreement”) dated April ___, 2016 (“Effective Date”) is between TELECHECK SERVICES, INC. (“TeleCheck”); and the CITY OF DENTON, TEXAS (“Subscriber”).

TELECHECK AND SUBSCRIBER AGREE:

1. Definitions. The following definitions apply within this Agreement: “ACH Network” means the Automated Clearing House Network, a processing and delivery system that distributes and settles electronic fund transfers. “Authorization” means the acknowledgement provided (electronically or in writing) by a Consumer for each Verification Transaction that authorizes processing the Verification Transaction as an electronic fund transfer and is required by the NACHA Rules or other applicable Legal Requirements (both as defined in Section 13.1). “CBP Authorization Receipt” is an Authorization specific to a CBP Verification Transaction that consists of the Consumer’s recorded (electronically or otherwise) verbal authorization for each CBP Verification Transaction, permitting the creation of a phone check and its conversion into an electronic fund transfer or remotely created check. “CBP Verification Transaction” is a type of Verification Transaction in which a payment authorized by a Consumer in a telephone communication initiated by Consumer with Subscriber is processed under this Agreement as an electronic fund transfer or remotely created check. “Claim” means any claim, demand, directive, suit or other proceeding, notice, damage, expense (including reasonable attorney’s fees), assessment, fine or liability of any kind. “Consumer” means a person or entity that authorizes or presents an Item as payment for a transaction. “ECA Authorization Receipt” is an Authorization specific to an ECA Verification Transaction that consists of a receipt signed (electronically or in writing) by the Consumer permitting the conversion of their check into an electronic fund transfer or remotely created check. “ECA Verification Transaction” is a type of Verification Transaction in which a payment initiated using a standard check is processed under this Agreement as an electronic fund transfer or remotely created check. “ICA Authorization Receipt” is an Authorization specific to an ICA Verification Transaction that consists of an electronic authorization provided by a Consumer via the Internet that permits processing an electronic fund transfer against the Consumer’s demand deposit account. “ICA Verification Transaction” is a type of Verification Transaction in which a payment initiated and authorized by a Consumer via the Internet is processed under this Agreement as an electronic fund transfer or remotely created check. “Item” means an outstanding financial obligation arising pursuant to a check or electronic fund transfer processed using the Services provided by TeleCheck under this Agreement. “Merchant ID” means the identification number assigned to Subscriber by TeleCheck that identifies the Subscriber and the Subscriber’s location from which a transaction is initiated for processing by TeleCheck. “Paper Verification Transaction” is a type of Verification Transaction in which a payment initiated using a paper check is processed under this Agreement as a standard paper check. “Return Item” means any Item that is dishonored, returned, reversed, charged back or otherwise unpaid by a Consumer’s financial institution upon presentment for payment, regardless of the reason or timing. “Return Item Fee” means the fee or exemplary damages assessed on a Return Item in the maximum amount allowed by applicable Legal Requirements. “Subscriber’s Account” means a demand deposit account maintained by Subscriber at a US financial institution that Subscriber opens in connection with the Services. “Subscriber Returned Payment” means any financial obligation owed by Subscriber pursuant to this Agreement which is not paid by Subscriber’s financial institution. “TeleCheck Approval Code” means the indicator transmitted by TeleCheck to Subscriber notifying Subscriber that TeleCheck has performed risk analysis on the Item and that there is reasonably low risk that the Item will become a Return Item. “Verification Maximum” means the total dollar amount permitted per Verification Transaction (which may be designated by specific product/service) as set forth on the Fee Schedule. “Verification Transaction” means a contemporaneous payment transaction initiated by a Consumer between Subscriber and the Consumer that is processed using the risk analysis and settlement services provided under this Agreement.

Verification Services. TeleCheck will provide Subscriber with (i) coded information to assist it in determining whether to accept an Item; and (ii) processing services (collectively, the “Verification Services”); all as specifically set forth in this Agreement. THE VERIFICATION SERVICES ARE NOT CHECK WARRANTY SERVICES. TELECHECK’S ISSUANCE OF A TELECHECK APPROVAL CODE OR ACCEPTANCE OF AN ITEM FOR PROCESSING IS NOT A REPRESENTATION OR WARRANTY BY TELECHECK THAT THE ITEM WILL NOT BECOME A RETURN ITEM. TELECHECK HAS SOLE DISCRETION TO DETERMINE WHETHER OR NOT TO ISSUE A TELECHECK APPROVAL CODE; AND MAY REFUSE TO PROCESS ANY VERIFICATION TRANSACTION SUBMITTED BY SUBSCRIBER UNDER THIS AGREEMENT. SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR THE DECISION WHETHER TO ACCEPT OR REJECT ANY ITEM AS PAYMENT FOR ITS PRODUCTS OR SERVICES. SUBSCRIBER ASSUMES ALL RISKS THAT ANY OR ALL ITEMS IT ACCEPTS AS PAYMENT AND THAT WERE PROCESSED USING THE VERIFICATION SERVICES MAY BECOME RETURN ITEMS, WHETHER OR NOT TELECHECK PROVIDED SUBSCRIBER WITH A TELECHECK APPROVAL CODE.

1 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELECHECK WILL HAVE NO LIABILITY TO SUBSCRIBER FOR RETURN ITEMS OR IN CONNECTION WITH CONSUMERS; AND SUBSCRIBER WILL BE SOLELY LIABLE FOR ANY LOSSES RELATED TO RETURN ITEMS. Subscriber is not authorized to use the Verification Services in connection with any transaction conducted, in whole or in part, over the Internet or in any non face-to-face transaction except as specifically provided for in this Agreement. Subscriber will not resell the Verification Services to any third party. This Agreement is solely between Subscriber and TeleCheck; and, during the Term (defined below), Subscriber will process all of the Items it receives from Consumers as payment for Subscriber’s goods or services using TeleCheck’s Verification Services prior to accepting such payments. In addition to this Agreement for the provision of Verification Services, the parties have entered into an agreement for the provision of various TeleCheck warranty services dated ______(“TeleCheck Warranty Agreement”). Subscriber may opt to provide either Verification Services under this Agreement or warranty services under the TeleCheck Warranty Agreement to a designated locale, but not locale shall receive services under this Agreement and the TeleCheck Warranty Agreement. 1.1 ECA Verification Services. TeleCheck will provide Subscriber with its Electronic Check Acceptance® (ECA®) check based payment processing services that convert eligible paper checks to electronic fund transfers (“ECA Verification Services”, which term is incorporated within the term Verification Services).

1.1.1 Each ECA Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements:

(i) The Item (a) is a first party check, properly filled out and payable to Subscriber, (b) is drawn on the Consumer’s account at a US financial institution, and (c) represents an obligation of the Consumer at the point of sale (no phone, mail or Internet transactions) for goods or services sold, rented or rendered for the price of such goods or services;

(ii) The Consumer signed an ECA Authorization Receipt that authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as an ECA Verification Transaction;

(iv) Subscriber posted the notices required to authorize the ECA Verification Transaction and any Return Check Fee in a prominent and conspicuous location, and provided a copy of such notices to the Consumer as directed by TeleCheck and required by applicable NACHA Rules, Regulation E and Legal Requirements.

1.1.2 ECA Authorization Receipt. Subscriber will (i) maintain a copy (electronic of physical) of each signed ECA Authorization Receipt for a minimum period of two (2) years from the date of the ECA Verification Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the ECA Authorization Receipt to TeleCheck within seven (7) days of TeleCheck’s request; and (iii) permit TeleCheck to audit Subscriber (upon ten (10) days written notice, during normal business hours and at TeleCheck’s expense) for compliance with this requirement.

1.1.3 ECA Initiated Paper Verification Transaction Requirements. In some instances, ECA Verification Transactions that are initiated for processing as an electronic fund transfer may be approved and processed as a paper check or remotely created check. Each ECA Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement that is processed as an ECA initiated Paper Verification Transaction will comply with the following requirements:

(ii) Subscriber (a) submitted the Item to TeleCheck in accordance with TeleCheck’s operating procedures, (b) submitted the check’s MICR (magnetic ink character recognition) line information, and Consumer’s identification type and number, and (c) obtained a single TeleCheck Approval Code for each Item.

1.2 ICA Verification Services. TeleCheck will provide Subscriber with its Internet Check Acceptance® (ICA®) electronic check based payment processing services that allow Consumers to initiate a payment via the Internet as an electronic fund transfer (“ICA Verification Services”, which term is incorporated within the term Services).

1.2.1 Each ICA Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements:

(i) The Item (a) is a first party check that is payable to Subscriber, (b) is drawn on the Consumer’s account at a US financial institution, and (c) represents an obligation of the Consumer for goods or services sold, rented or rendered for the price of such goods or services;

2 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

(ii) The Consumer provided an ICA Authorization Receipt that authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as an ICA Verification Transaction;

(iv) Subscriber authenticated the Consumer’s identity, employed website security and Internet session security standards, performed Internet security audits and posted notices required to process the ICA Verification Transaction and any Return Check Fee(s) as required by applicable NACHA Rules, Regulation E and Legal Requirements.

1.2.2 ICA Authorization Receipts. Subscriber will (i) maintain a copy (electronic or physical) of each ICA Authorization Receipt for a minimum period of two (2) years from the date of the ICA Verification Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the ICA Authorization Receipt to TeleCheck within seven (7) days of TeleCheck’s request; and (iii) permit TeleCheck to audit Subscriber (upon ten (10) days written notice, during normal business hours and at TeleCheck’s expense) for compliance with this requirement.

1.2.3 ICA Website Notation. Subscriber will note the availability of the ICA Verification Services on its website (including the TeleCheck logo on the point of sale and/or the checkout pages); provided, the location, size and duration of such notation will be at Subscriber’s sole discretion.

1.3 CBP Verification Services. TeleCheck will provide Subscriber with its Checks By Phonesm (CBPsm) phone check payment processing services that allow Consumers to initiate payments via the telephone as electronic fund transfers (“CBP Verification Services”, which term is incorporated within the term Services).

1.3.1 Each CBP Verification Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements:

(ii) The CBP Verification Transaction did not result from Subscriber initiating an unsolicited telephone call to a Consumer with whom Subscriber had no prior relationship;

(iii) The Consumer provided (a) a CBP Authorization Receipt that verbally authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as a CBP Verification Transaction, and (b) submitted its name and MICR (magnetic ink character recognition) line information (i.e., bank routing and account number) according to TeleCheck’s operating procedures;

(iv) Subscriber (a) submitted the Item to TeleCheck in accordance with TeleCheck’s operating procedures, and (b) obtained a single TeleCheck Approval Code for each Item; and

(v) Subscriber complied with the applicable provisions of the Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. Part 310), as may be amended, and provided the notices required to process the CBP Verification Transaction and any Return Check Fee(s) as required by applicable NACHA Rules, Regulation E and Legal Requirements.

1.3.2 CBP Authorization Receipt. Subscriber will (i) maintain a copy (electronic or physical) of each CBP Authorization Receipt, or a copy (electronic or physical) of the written notice provided to the Consumer confirming its verbal authorization of the CBP Verification Transaction Item, for a minimum period of two (2) years from the date of the CBP Verification Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the CBP Authorization Receipt or written confirmation notice provided to the Consumer to TeleCheck within seven (7) days of TeleCheck’s request; and (iii) permit TeleCheck to audit Subscriber (upon ten (10) days written notice, during normal business hours and at TeleCheck’s expense) for compliance with this requirement. If Subscriber elects not to make a recording of the Consumer’s verbal authorization for its CBP Verification Transaction Item, Subscriber will provide the Consumer with written notice confirming the Consumer’s verbal authorization of the CBP Verification Transaction Item in such format as TeleCheck requires prior to settlement of the Item. Notwithstanding the requirements of this Section, if TeleCheck provides Consumers with the written confirmation notices required in connection with CBP Verification Transactions on Subscriber’s behalf, Subscriber will not be responsible for maintaining records of the CBP Authorization Receipts or copies of the written notice confirmations. (i) identification type and number, and (c) obtained a single TeleCheck Approval Code for each Item.

3 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

1.3.3 eDeposit Verification Service. TeleCheck provides Subscriber with processing services for checks presented by Subscriber’s customers for the purchase of goods and services in accordance with this Agreement (“eDeposit Service”). Under the eDeposit Service, certain checks (“eDeposit Checks”) receiving a TeleCheck Approval Code will be submitted by TeleCheck to the check collection system for payment from the check-writer’s account using the check image provided by Subscriber. Subscriber authorizes TeleCheck to deposit such imaged eDeposit Checks into TeleCheck’s financial institution account to process such payment.

1.3.4 e-Deposit Transaction Requirements and Representations. Subscriber represents, warrants and agrees with respect to each e-Deposit Transaction submitted to TeleCheck for processing under this Agreement that:

(i) The check is a first party check completed, signed and payable to Subscriber; (ii) Subscriber complied with all applicable laws, rules and regulations; (iii) The transaction represents an obligation of the check writer for the purchase or payment for goods or services from Subscriber for the price of such goods or services; (iv) The amount shown in words and figures on the check is equal to the amount entered into the TeleCheck system; (v) The original paper check has not been deposited (unless otherwise advised by TeleCheck that the imaged check is not eligible for settlement), thereby creating a duplicate check entry against Consumer’s financial institution account; and (vi) Subscriber has not submitted (and will not submit) the item to TeleCheck for authorization under any warranty services it may have with TeleCheck. If so submitted, it will be deemed a violation of the TeleCheck Operating Procedures and warranty requirements and TeleCheck will not warranty the item whether or not TeleCheck issued an approval code for such item under such other service.

1.4 Processing Notices. Subscriber will post and provide such notices (including any updates) to Consumers, that TeleCheck indicates are required pursuant to the NACHA Rules, Regulation E or other applicable Legal Requirements in order for TeleCheck to process Subscriber’s Items.

2. Electronic Funds Transfer Processing.

2.1 Funding. TeleCheck will credit each Verification Transaction processed under this Agreement via electronic fund transfer as part of a batch credit to Subscriber’s account. TeleCheck will typically credit Subscriber’s account within two (2) banking days following: (a), for host-based processing, TeleCheck’s receipt and acceptance of Subscriber’s completed Verification Transactions before 9:00 p.m. Central Time (3:00 p.m. Central Time for ICA Verification Transactions or CBP Verification Transactions) each processing day; or (b), for batch processing after Subscriber’s regular close-out of its point-of-sale terminal(s), TeleCheck’s receipt and acceptance of Subscriber’s saved, completed Verification Transactions before 9:00 p.m. Central Time (batch processing is not applicable to ICA Verification Transactions or CBP Verification Transactions). Subscriber authorizes TeleCheck on its behalf to initiate debits to the Consumers’ accounts for each such Verification Transaction. TELECHECK RESERVES THE RIGHT TO DECLINE PROCESSING ANY VERIFICATION TRANSACTION AS AN ELECTRONIC FUND TRANSFER. TeleCheck may initiate any necessary adjustments to Subscriber’s Account for Items processed as Verification Transactions; including, without limitation, chargebacks or partial adjustments. TeleCheck may recover the amount of any adjustments made to Subscriber’s Account in connection with an Item in the event the adjustment was made at Subscriber’s request or as a result of a Subscriber error, and the Item becomes a Return Item. TeleCheck may also recover the amount of any fees from Subscriber that a Consumer paid to its financial institution as a result of adjustments made to an Item due to a Subscriber error.

2.2 Account Reconciliation. In the event any Verification Transaction is not funded by TeleCheck in accordance with this Agreement, Subscriber must notify TeleCheck in writing of such failure within thirty (30) days from the date of the Verification Transaction. TeleCheck will have no liability to Subscriber, and it is precluded from asserting any claims, damages or losses against TeleCheck, if Subscriber does not notify TeleCheck of a failure to fund a Verification Transaction within such thirty (30) day period.

3. Equipment.

3.1 General. Subscriber may purchase point-of-sale equipment and/or associated peripherals (collectively, “Equipment”), or TeleCheck may lease Equipment to Subscriber under a separate lease agreement, for use in connection with the Verification Services provided under this Agreement. TeleCheck will retain title to Equipment it leases to Subscriber; provided, Subscriber bears the entire risk of loss for owned or leased Equipment. Subscriber will return leased Equipment to TeleCheck, ordinary wear and tear excepted, upon termination or expiration of this Agreement. TeleCheck will replace or repair Equipment at Subscriber’s request, subject to the Fees (defined below) set forth on Schedule A to this Agreement. If TeleCheck provides replacement Equipment to Subscriber via mail, or other delivery service, Subscriber must return its defective leased Equipment to TeleCheck within twenty (20) days or Subscriber will be deemed to have purchased the defective leased Equipment and will be billed for it. Subscriber will not permit anyone other than authorized representatives of TeleCheck to adjust, maintain, program or repair leased Equipment. Any telecommunications equipment (e.g., routers) that TeleCheck provides to Subscriber in connection with the Verification Services will remain TeleCheck’s property and will be returned promptly upon termination or expiration of this Agreement. Subscriber will install all product updates to the Equipment, its software or firmware, within thirty (30) days of receiving the updates from TeleCheck.

4 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

3.2 Equipment Software, Firmware License. TeleCheck grants to Subscriber, and Subscriber accepts, a nonexclusive, nonassignable and nontransferable limited license to use the software and firmware provided with the Equipment, provided, Subscriber will not: (i) export the Equipment, software or firmware outside the US; (ii) copy or use the software, firmware or documentation provided by TeleCheck with the Equipment; (iii) sublicense or otherwise transfer any portion of such software, firmware, documentation or the Equipment; (iv) alter, change, reverse engineer, decompile, disassemble, modify or otherwise create derivative works of such software, firmware, documentation or the Equipment; (v) remove or alter any intellectual property or proprietary notices, markings, legends, symbols, or labels appearing on, in or displayed by such software, firmware, documentation or the Equipment.

4. Term; Termination; Suspension.

4.1 Term. This Agreement commences on its Effective Date and will extend for an initial term of five (5) years (“Initial Term”). This Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term”) following expiration of the Initial Term unless terminated by either party by giving written notice to the other at least ninety (90) days in advance of its anticipated date of termination. The Initial Term and Renewal Term are referred to as the “Term” of this Agreement; and each year of the Term is a “Service Year.”

4.2 Termination for Breach; Insolvency. Either party may terminate this Agreement if the other: (i) materially breaches a representation, warranty, term, condition or obligation under this Agreement, and fails to cure the breach within thirty (30) days after receiving written notice of it; or (ii)(a) is dissolved, becomes insolvent, generally fails to pay or admits in writing its general inability to pay its debts as they become due; (b) makes a general assignment, arrangement, or composition agreement with or for the benefit of its creditors; (c) files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors; (d) seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the wind up of its business; or (e) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding related to insolvency, receivership, liquidation or composition for the benefit of creditors, and such proceeding is not dismissed or stayed within thirty (30) days.

4.3 Termination for Non-Performance. TeleCheck may terminate this Agreement immediately if (i) either party’s performance of its obligations or Subscriber’s use of the Verification Services violates any Legal Requirements; (ii) Subscriber fails to pay any amount due and payable within five (5) days of written notice of such failure; or (iii) Subscriber fails to fund, or maintain, its Reserve Account (defined below) upon its implementation.

4.4 Termination for Convenience. Regardless of any other terms or conditions in this Agreement, either party may terminate this Agreement for convenience at any time by providing the non-terminating party ninety (90) days’ written notice of its intention to terminate.

4.5 Suspension. TeleCheck may, with as much notice as is commercially practicable, suspend all or a portion of its Verification Services immediately if (i) Subscriber materially breaches this Agreement; (ii) TeleCheck reasonably determines, or its ODFI (as defined in the NACHA Rules) determines, that an excessive amount of Return Items are occurring in connection with processing Subscriber’s Verification Transactions; (iii) TeleCheck reasonably determines that other questionable activity related to fraud or risk analysis is occurring in connection with Subscriber’s Verification Transactions; or (iv) as required by applicable Legal Requirements.

4.6 Effect of Termination, Suspension. Continuing the Services and funding Verification Transactions during any period of Subscriber’s delinquency will not constitute a waiver by TeleCheck of its rights to suspend or terminate this Agreement, or any other rights under this Agreement. Termination or suspension of Verification Services will not affect TeleCheck’s right to recover any amounts for which Subscriber is liable or obligated under this Agreement.

5. Fees.

5.1 Fees; Fee Amendments. Subscriber will pay TeleCheck the fees and charges (collectively, “Fees”) for the Verification Services set forth in Schedule A to this Agreement, including applicable sales, use, excise or other taxes (whether federal, state or local), however designated, which are levied or imposed with respect to the Verification Services. Subscriber will not pay or reimburse TeleCheck for income or employment taxes imposed upon or separately payable by TeleCheck for its employees, agents, subcontractors or affiliates. TeleCheck reserves the right to amend its Fees at at any time and from time to time after the expiration of the first three (3) calendars years of the Term by providing thirty (30) days’ written notice (a “Fee Notice”) to Subscriber. Amendments to the Fees will be effective thirty (30) days following the date of any Fee Notice. If TeleCheck amends the Fees under this Agreement, Subscriber will have the right to terminate this Agreement by providing written notice of termination to TeleCheck prior to the expiration of the thirty (30) day period provided for in the Fee Notice. Subscriber shall not pay more than Fifty Thousand and No/100 Dollars ($50,000.00) in Fees for any Services derived from TeleCheck under this Agreement and the TeleCheck Warranty Agreement between the parties, of even date herewith (“TeleCheck Warranty Agreement”), during the entire initial Terms of this Agreement and the TeleCheck Warranty Agreement, collectively (“Fee Cap”) absent Subscriber’s written authority to Contractor to exceed such amount. The Fee Cap may be amended by the parties, in writing. If Subscriber or TeleCheck anticipates its processing volume will cause the Fee Cap to be exceeded, Subscriber shall seek authority to increase the Fee Cap within 90 days of the estimated date on

5 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

which processing volume would result in Fees in excess of the Fee Cap. In no event shall TeleCheck be required to deliver services under this Agreement or the TeleCheck Warranty Agreement if it reasonably anticipates continued delivery of services will result in Fees exceeding the then-established Fee Cap.

5.2 Fee Definitions. The following definitions apply to the Fees: “Correction Fee” is the amount charged for each Item that TeleCheck must correct due to Subscriber error or at Subscriber’s request. “Inquiry Rate” is the percentage rate which will be applied to the face amount of each Item submitted to TeleCheck for processing. “Inquiry Rate Fee” is the amount equal to the product of (i) the Inquiry Rate multiplied by, (ii) the face amount of each Item for which an authorization inquiry is made to TeleCheck; and is the amount charged by TeleCheck to Subscriber for each Item submitted to TeleCheck for processing under this Agreement, whether or not TeleCheck authorizes the Item. “Monthly Connectivity Fee” is the amount charged per month in order to maintain a virtual private network or other connection between Subscriber’s and TeleCheck’s information technology systems to enable processing in connection with the Verification Services. “Monthly Minimum Fee” is the minimum amount charged to Subscriber each month for processing the Items it submits to TeleCheck in connection with the Verification Services. If the total amount of Inquiry Rate Fees and Transaction Fees for any month is less than the Monthly Minimum Fee, then the Monthly Minimum Fee will apply for the month; and Subscriber will be billed for the difference between the Monthly Minimum Fee and the total amount of Inquiry Rate Fees and Transaction Fees that TeleCheck billed during that month. “Monthly Risk Management Fee” is a monthly fee charged per Subscriber location receiving the Verification Services for the development, use, monitoring and periodic review with Subscriber of a computer model used as an aid to assess the risk of checks presented to Subscriber by Consumers. “Set-Up Fee” is the charge for initial setup and initiation of the Verification Services. “Statement/Processing Fee” is a monthly fee for handling Subscriber’s account. “Subscriber Requested Operator Call Fee” is an additional charge per operator-assisted call initiated by Subscriber that TeleCheck does not request or prompt Subscriber to make in connection with processing Verification Transactions. “Terminal Application Update Fee” is the charge per terminal for each occasion that a terminal application update is made available for additional features, different information or regulatory compliance. “Transaction Fee” is the amount charged for each Item submitted to TeleCheck for processing under this Agreement, whether or not TeleCheck authorizes the Item. Subscriber will also be responsible for paying for any point-of-sale supplies (e.g., paper and ink for Equipment, rubber stamps, etc.) related to the Verification Services that it obtains from TeleCheck.

6. Payment of Fees. TeleCheck will invoice its Fees to Subscriber monthly. All Fees are due upon receipt and payable within thirty (30) days of invoice. The parties acknowledge and agree that, while TeleCheck may debit all other Amounts due under this Agreement via electronic fund transfer, TeleCheck shall bill Subscriber for monthly fees and Subscriber shall remit Fees directly and timely to TeleCheck. Subscriber authorizes TeleCheck to debit all amounts due under this Agreement (except Fees and including, without limitation, all Return Items, delinquency charges, Subscriber returned payments and any other amounts owed by Subscriber) and to credit all such amounts owed to Subscriber under this Agreement (except Fees) via electronic fund transfer. If there are insufficient funds in Subscriber’s Account to pay non-Fee amounts owed under this Agreement, Subscriber will immediately reimburse TeleCheck upon demand for these amounts or Fee amounts; or, at TeleCheck’s option, TeleCheck may offset or recoup non-Fee amounts against any amounts TeleCheck or its affiliates owe to Subscriber under this Agreement or any other agreement between Subscriber and TeleCheck or its affiliates. A delinquency charge of 1½% per month or the highest amount permitted by law, whichever is lower, will be added to the outstanding balance of any delinquent account. Continuing Verification Services and funding Verification Transactions during any period of delinquency will not constitute a waiver of TeleCheck’s rights of suspension or termination.

7. Financial and Other Information. If Subscriber is a company the common shares of which are actively traded on an organized national exchange (a “Public Company), Subscriber agrees to comply with all material reporting requirements of the SEC or other equivalent governing body. If Subscriber is not a Public Company, upon written request, Subscriber will provide TeleCheck with (i) quarterly financial statements within forty-five (45) days after the end of each fiscal quarter, and (ii) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year; both prepared in accordance with generally accepted accounting principles. Whether or not Subscriber is a publicly traded entity, in addition to the above information Subscriber will provide TeleCheck with the financial information that may be required by applicable Legal Requirements in connection with creditworthiness or security qualification requirements applicable to Subscriber’s use of the Verification Services.

8. Reserve Account. Subscriber expressly authorizes TeleCheck to establish a reserve account for transactions processed under this Agreement. The amount of the reserve account shall be set by TeleCheck, in its sole discretion, based upon Subscriber’s processing history and the anticipated risk of loss to TeleCheck. If any such reserve account is established, the reserve account shall be fully funded upon 3 days notice to Subscriber, or in instances of fraud or breach of this Agreement, the reserve account shall be funded immediately at TeleCheck’s election. The reserve account may be funded by all or any combination of the following: (i) one or more debits to Subscriber’s Account (and TeleCheck is hereby authorized to make such debits); (ii) one or more deductions or offsets to any payments otherwise due to Subscriber from TeleCheck or any of its affiliates; or (iii) Subscriber’s delivery to TeleCheck of a letter of credit issued or established by a financial institution acceptable to, and in a form satisfactory to, TeleCheck. If Subscriber’s funds in the reserve account are not sufficient to cover the delinquency charges, chargebacks or rejected and reassigned warranty items, or any other fees and charges due from Subscriber to TeleCheck or its affiliates, or if the funds in the reserve account have been released, Subscriber shall immediately pay TeleCheck such sums upon request. In the event of a failure by Subscriber to fund the reserve account, TeleCheck may fund such reserve account in the manner set forth above. In the event of termination of this Agreement by either Subscriber or TeleCheck, an immediate reserve account may be established without notice in the manner provided above. Any reserve account may be held by TeleCheck for 10 months after termination of this Agreement. Subscriber’s

6 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

funds may be held in a commingled reserve account for the reserve funds of TeleCheck’s subscribers, without involvement by an independent escrow agent, and shall not accrue interest.

9. Confidential Information; Information Security.

Confidential Information. "Confidential Information" means all of TeleCheck’s or Subscriber’s data or information that is competitively sensitive material or not generally known to the public; including, without limitation, a party’s data or information whether or not marked confidential or proprietary, customer lists, technology, inventions, systems, operations, facilities, products, services, discoveries, trade secrets, confidential know-how, information pertaining to individuals’ employment with either party, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain; (ii) was already known to the receiving party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; (iv) is independently developed by the receiving party; or (v) is otherwise excluded under the terms of this Agreement. The parties agree that a failure to maintain safeguards to preserve the confidentiality of the other party’s Confidential information will substantially injure the other party. 9.1 Disclosure and Use Restrictions. The parties agree they will maintain the Confidential Information of the other party in strict confidence and shall not disclose, disseminate, copy, divulge, reproduce, transfer or use the other party’s Confidential Information without the prior written consent of the other party except (i) as necessary in connection with providing or using the Verification Services; (ii) as specifically allowed under this Agreement; or (iii) to the extent necessary to comply with Legal Requirements or a valid court order, provided the disclosing party must use reasonable efforts to notify the other party prior to disclosure (unless such notification is prohibited by Legal Requirements or a valid court order) so the other party may seek a protective order or otherwise prevent or limit disclosure of its Confidential Information. Each party agrees to use measures to protect the other party’s Confidential Information which are no less stringent than those the protecting party uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. Each party’s employees, affiliates, agents, advisors or subcontractors with access to the other’s Confidential Information will comply with the confidentiality provisions of this Agreement; and each party will be responsible for the performance of its employees, affiliates, agents, advisors or subcontractors with respect to the foregoing requirement. Each party will take such steps to prevent disclosure of the other party’s Confidential Information as it would take to prevent disclosure of its own; including, at a minimum, commercially reasonable steps.

9.2 Information Security. Each party is responsible for: (i) the security of non-public or personally identifiable information (“Personal Information”) on the systems under its control or that is obtained through its respective provision or use of the Verification Services; and (ii) data security issues arising from its systems, or directly resulting from its use of third party vendors or subcontractors, if any, in connection with the Verification Services. Each party will maintain commercially reasonable information security practices designed to prevent unauthorized or unlawful access to, use, disclosure or alteration of Personal Information (collectively, a “Security Incident”). In the event of a Security Incident involving the other party’s Personal Information, the affected party will promptly (a) assess the nature and scope of the Security Incident; (b) identify the Personal Information involved, if any; (c) take appropriate steps to contain, control and stop the Security Incident; and (d), in the event Personal Information was compromised and it is reasonably suspected that misuse will result, promptly notify the other party of the Security Incident, subject to any request by law enforcement or other government agency to withhold such notice pending the completion of an investigation. TeleCheck is not responsible for and does not control third party telecommunication lines used to provide the Verification Services; and will not be responsible for the security of any transmissions using these lines.

9.3 Ownership. This Agreement does not provide either party with any right, title or interest in or to the Confidential Information of the other party. Each party will return or destroy (and certify the destruction of) the other party's Confidential Information at the request of the other party.

9.4 Equitable Relief. TeleCheck and Subscriber agree there may be no adequate remedy at law for a breach of the confidentiality, disclosure, use, safeguarding and ownership requirements (collectively, the “Confidentiality Requirements”) related to Confidential Information or Personal Information under this Agreement. A breach of the Confidentiality Requirements may cause irreparable harm such that the non-breaching party may not have an adequate remedy at law; and, therefore, the non-breaching party may seek injunctive relief (without posting a bond or other security) against the breaching party in addition to any other rights or remedies available at law or in equity.

10. Indemnification. 10.1 Subscriber Indemnity. Subscriber agrees, to the extent allowed by Texas state law, to indemnify and hold TeleCheck, its employees, directors and officers, harmless against any third party Claims resulting from Subscriber’s (its affiliates, employees, agents or representatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct.

10.2 TeleCheck Indemnity. TeleCheck agrees to indemnify and hold Subscriber, its employees, directors and officers, harmless against any third party Claims resulting from TeleCheck’s (its affiliates, employees, agents or representatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct.

7 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

However, in no event shall TeleCheck be liable for any acts, omissions, negligence or willful misconduct of Subscriber upon which any Claim of any third party is based.

10.3 In the event of a Claim for which indemnification may be sought under this Agreement, the party to be indemnified (the "indemnified party") will: (i) promptly notify the party responsible for indemnification (the "indemnifying party") of the Claim; (ii) reasonably cooperate with the indemnifying party in the making of claims or defenses; and (iii) provide information, assist in the resolution of the Claim and make available at least one (1) employee or agent who can testify regarding the Claim or defenses. The indemnifying party will, upon written notice from the indemnified party, immediately undertake the defense of any such Claim with counsel reasonably satisfactory to the indemnified party. In any event, the indemnifying party will be entitled to direct the defense and settlement of a Claim subject to indemnification with counsel reasonably satisfactory to the indemnified party; provided, the indemnifying party will not settle any Claim affecting the indemnified party to the extent settlement involves more than the payment of money by the indemnifying party without the indemnified party's written consent.

11. Representations, Warranties; Disclaimer of Warranties; Exclusion of Consequential Damages; Limitation on Liability.

11.1 Representations, Warranties. Subscriber and TeleCheck each represent and warrant: (i) they have corporate authority to execute this Agreement; (ii) executing this Agreement does not constitute a material conflict with, breach or default under any applicable Legal Requirements, their respective charter or bylaws, or any documents, agreements or other instruments which are binding upon the parties; and (iii) this Agreement creates valid, legal and binding obligations that are enforceable against the parties.

11.2 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELECHECK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT RELATE TO THE VERIFICATION SERVICES PROVIDED UNDER THIS AGREEMENT. FURTHER, TELECHECK DOES NOT WARRANT THAT SUBSCRIBER’S USE OF THE VERIFICATION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THIS AGREEMENT IS A SERVICE AGREEMENT; ANY EQUIPMENT PROVIDED IN CONNECTION WITH THIS AGREEMENT IS INCIDENTAL TO THE VERIFICATION SERVICES PROVIDED. THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE DO NOT APPLY TO THIS AGREEMENT.

11.3 Exclusion of Consequential Damages. TELECHECK AND SUBSCRIBER, AND THEIR RESPECTIVE AFFILIATES, WILL NOT BE LIABLE TO EACH OTHER UNDER ANY THEORY AT LAW OR IN EQUITY IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), EXEMPLARY OR PUNITIVE DAMAGES; REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 Limitation of Liability. TELECHECK’S AND SUBSCRIBER’S CUMULATIVE LIABILITY TO EACH OTHER FOR ANY LOSSES OR DAMAGES (IN THE AGGREGATE) FROM ANY CAUSE WHATSOEVER (RELATED OR UNRELATED) IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF (I) ONE MILLION DOLLARS ($1,000,000); OR (II) THE AMOUNT OF FEES PAID TO TELECHECK FOR VERIFICATION SERVICES PERFORMED IN THE PRECEDING SERVICE YEAR; PROVIDED, SUCH LIMITATION WILL NOT INCLUDE FEES ALREADY DUE FROM SUBSCRIBER TO TELECHECK UNDER THIS AGREEMENT, WHICH WILL BE DUE IN ADDITION TO ANY SUCH LOSSES OR DAMAGES.

11.5 Mitigation of Damages. Each party will reasonably act to mitigate its damages.

12. Compliance with Law.

12.1 General. Subscriber is responsible for monitoring, interpreting and complying with all federal, state or local laws, rules, regulations, judicial or administrative decisions, export laws, Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”) requirements, the Fair Credit Reporting Act (“FCRA”), Electronic Fund Transfer Act and its Regulation E (“Regulation E”), and the NACHA Rules (collectively, “Legal Requirements”) that are applicable to its business and use of the Verification Services under this Agreement including its obligations as an Originator under the NACHA Rules. Subscriber will not use any merchant account created in connection with the Verification Services for illegal transactions, including, without limitation, those prohibited by the Unlawful Internet Gambling Enforcement Act. TeleCheck is responsible for monitoring, interpreting and complying with Legal Requirements applicable to its business, its provision of the Verification Services and its use of Transaction Data residing on its information technology systems.

12.2 FCRA Compliance. Subscriber certifies that it has a legitimate business need, in connection with business transactions involving Consumers, for the information provided by TeleCheck. Subscriber certifies that the information provided by TeleCheck will only be used for permissible purposes under the FCRA, will not be used for employment purposes, and will not be used by Subscriber for any purpose other than one (1) transaction between Subscriber and a Consumer. Neither Subscriber nor its agents or employees will disclose the results of any inquiry made to TeleCheck except to the Consumer about whom such inquiry is made; and, in no event, to any other person outside Subscriber’s organization (other than its attorneys if necessary). IF SUBSCRIBER REJECTS ANY ITEM (IN WHOLE OR IN PART) BECAUSE OF THE INFORMATION OBTAINED FROM TELECHECK, SUBSCRIBER WILL ADVISE THE CONSUMER OF THAT FACT AND

8 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

PROVIDE THE CONSUMER WITH TELECHECK’S NAME AND ADDRESS, AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE LEGAL REQUIREMENTS.

12.3 Changes in Legal Requirements. If TeleCheck reasonably determines that its performance under this Agreement is impossible or illegal due to changes in applicable Legal Requirements, TeleCheck may modify or discontinue performing the impacted obligations or Verification Services to the extent necessary to avoid violating the Legal Requirements upon thirty (30) days written notice to Subscriber. TeleCheck may increase its Fees to cover any additional costs incurred in connection with complying with changes in applicable Legal Requirements; and, further, TeleCheck may increase its Fees if any fees or charges to TeleCheck increase for processing transactions through the ACH Network. If TeleCheck makes such requests and the parties are unable to agree upon corresponding changes to the terms and conditions of this Agreement within thirty (30) days of such request, either party may terminate this Agreement upon thirty (30) days written notice.

13. Use of TeleCheck Materials.

13.1 Acknowledgement of Ownership; License. TeleCheck International, Inc. (“TCI”), an affiliate of TeleCheck, owns the trademarks referenced in this Section. Pursuant to authorization granted to TeleCheck by TCI, TeleCheck grants to Subscriber a nonexclusive, nonassignable and nontransferable limited license to use the TELECHECK®, TELECHECK logo and other TeleCheck trademarks and service marks (collectively, the “TeleCheck Marks”) within the US and its territories, subject to the following: Subscriber (i) may use and display decals, identification data and other materials provided by TeleCheck at Subscriber’s locations solely during the Term and solely in connection with the Verification Services; (ii) will not permit any persons other than its own officers, employees or agents at Subscriber’s locations to use its Merchant ID; (iii) will promptly cease use of the TeleCheck Marks and remove any decals, electronic files, logos or other materials (including those affixed to entry doors or windows at Subscriber locations) upon termination or expiration of this Agreement, and, at its own expense, either return or destroy all such materials to TeleCheck; and (iv) will not create any print, electronic or Internet-based materials (including, without limitation, any marketing materials) using any TeleCheck Marks without TeleCheck’s prior written consent, which may be withheld in TeleCheck’s sole discretion.

13.2 Use of TeleCheck Marks. Subscriber acknowledges TCI’s ownership of the TeleCheck Marks and will not contest the validity of the TeleCheck Marks or the ownership thereof. Subscriber will refrain from performing any acts that might discredit, disparage, dilute, infringe or negatively affect the value of the TeleCheck Marks or constitute unfair competition with TeleCheck or TCI. Subscriber will use the TeleCheck Marks pursuant to any guidelines provided by TeleCheck, as may be amended from time to time. The following will appear at least once on every piece of advertising or promotional material created by Subscriber that uses the TeleCheck Marks: “The [‘Applicable Mark’] trademark is owned by TeleCheck International, Inc. and is licensed for use by [‘Subscriber Name’]”.

13.3 Intellectual Property Ownership. This Agreement does not grant Subscriber with any right, title, interest, express or implied license (except as otherwise specifically granted under this Agreement) to any patent, TeleCheck Marks, copyright, trade secret or proprietary right associated with the Verification Services, TeleCheck system, applications or business methods (or those of TeleCheck’s affiliates or subsidiaries) required or provided in connection with the Verification Services; or arising from TeleCheck’s, its affiliates’ or subsidiaries’ research and development activities.

14. Data Use; Analytics. TeleCheck will own all right, title and interest to the data or other information relating to an Item or a Consumer (such data or information, “Transaction Data”) that it obtains in connection with providing its Verification Services under this Agreement. TeleCheck may use any credit information provided by Subscriber to a TeleCheck affiliate in connection with TeleCheck’s credit review of Subscriber; and TeleCheck may share any experiential information it has regarding Subscriber with TeleCheck’s affiliates. TeleCheck’s rights and obligations under this Section are all subject to compliance with applicable Legal Requirements.

15. General.

15.1 Independent Contractor; Third Party Beneficiaries; Subcontractors. The parties are independent contractors. Neither party will have any authority to bind the other. This Agreement is entered into solely for the benefit of TeleCheck and Subscriber, and will not confer any rights upon any person not expressly a party to this Agreement, including Consumers. TeleCheck may subcontract with others to provide Verification Services.

15.2 Publicity. TeleCheck may use Subscriber's name in publicity indicating that TeleCheck and Subscriber have entered into a contractual relationship.

15.3 Assignment. Neither party may assign this Agreement without the other’s prior written consent, which will not be unreasonably withheld; provided, consent is not needed for TeleCheck to assign this Agreement to an affiliate or subsidiary, or in connection with a merger, acquisition or sale of all or substantially all of its assets. Any assignment in violation of this Section will be deemed null and void. This Agreement will extend to and be binding upon any permitted successors and assigns.

9 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

15.4 Operating Procedures. Subscriber agrees to use the Verification Services in accordance with the requirements, and written policies and operating procedures that are provided from time to time by TeleCheck, which may be provided by written or other electronic delivery means.

15.5 Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas (without regard to its choice of law provisions).

15.7 Jurisdiction and Venue. All issues arising from this Agreement shall be resolved in the courts in Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of either party to seek and secure injunctive relief from any competent authority as contemplated herein. 15.8 Waiver of Jury Trial. TELECHECK AND SUBSCRIBER IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.

15.9 Force Majeure. Neither Subscriber nor TeleCheck will be held responsible for any delays in or failure or suspension of Verification Services caused, directly or indirectly, by (i) power failure; (ii) delay or error in clearing or processing a transaction through the ACH Network or Federal Reserve system, if applicable; (iii) the nonperformance, delay or error by a third party or in any other third party system, including, without limitation, failures or fluctuations in telecommunications equipment, transmission links or other equipment; (iv) any outbreak or escalation of hostilities, war, riots, terrorism or civil disorders in any country, strikes, labor difficulties, fire, inability to operate or obtain service for its equipment, unusual delays in transportation, earthquake, fire, flood, elements of nature or other acts of God; (v) any act or omission of the other party or any government authority; or (vi) other causes all reasonably beyond the control of the impacted party.

15.10 Attorney Fees Related to Contract Obligations. The prevailing party in any legal action related to a dispute under this Agreement will be entitled to recover its reasonable attorneys’ and other fees and expenses, unless specifically barred by applicable Legal Requirements.

15.11 Notices. Except as specifically provided otherwise, all formal notices required or permitted under this Agreement (other than those involving normal operational matters relating to the Verification Services) will be (i) in writing; (ii) sent by registered mail (return receipt requested) or nationally recognized courier (with tracking and delivery confirmation requested); and (iii) will be deemed to have been given on the date shown on the return receipt if sent by registered mail or the date shown on the delivery confirmation if sent by nationally recognized courier.

Notice given in any other manner will be effective when actually received. Notices to Subscriber will be sent to the following address: .

Notices to TeleCheck will be sent to the following address: TeleCheck Services, Inc., Attn: General Manager, 14141 Southwest Freeway, Suite 300, Sugar Land, Texas 77478; with an additional copy to: TeleCheck Services, Inc., Attn: Legal Counsel, 14141 Southwest Freeway, Suite 300, Sugar Land, Texas 77478.

15.12 Headings. The headings contained in this Agreement are for reference only.

15.13 Severability. Any provision of this Agreement that is determined to be illegal, invalid or unenforceable will be void; and the remainder of this Agreement will continue in full force and effect. The parties will substitute a valid provision approximating the intent and economic effect of any invalidated provision.

15.14 Entire Agreement; Amendment; Waiver; Counterparts. This Agreement constitutes the entire agreement between TeleCheck and Subscriber, and supersedes all prior agreements, written or oral, between the parties related to the Verification Services. This Agreement includes and incorporates all attached addenda, schedules or exhibits. Except as specifically provided otherwise in this Agreement, any amendment to this Agreement must be in writing and signed by TeleCheck and Subscriber. The words “including”, “include” and “includes” will each be deemed to be followed by the term “without limitation”. No delay or single, partial, failure, abandonment or discontinuance of either party to exercise any right, power or privilege under this Agreement will affect such right, power or privilege. The parties’ rights and remedies under this Agreement are cumulative and not exclusive. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Facsimile, electronic or other copies of the executed Agreement are valid and effective.

15.15 Survival of Obligations. The rights and obligations of the parties that would be intended to survive by their nature or context will survive expiration or termination of this Agreement.

15.16 Audit. Both parties agree to cooperate and provide each other with information concerning their respective compliance with the terms of this Agreement as reasonably requested by the other party, including the Originating Depository Financial Institution under the NACHA Rules having the right to audit Subscriber’s compliance with this Agreement and the NACHA Rules. Audit requests related to the foregoing will be made in writing, upon reasonable notice, and will be conducted during normal business hours and at the expense of the party requesting the audit.

10 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

EXECUTED:

CITY OF DENTON, TEXAS TELECHECK SERVICES, INC.

By: By: Name: Name: Alain Barbet Title: Title: SVP/GM

11 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

*** CONFIDENTIAL *** TeleCheck Services, Inc. *** CONFIDENTIAL ***

SCHEDULE A

FEE FEE SCHEDULE For TELECHECK ELECTRONIC ACCEPTANCE, eDeposit, CHECKS-BY-PHONE and INTERNET CHECK ACCEPTANCE VERIFICATION SERVICES Provided to CITY OF DENTON, TEXAS

FEES:

Transaction Fee $ 0.17

ECA Verification Maximum $25,000.00

CBP Verification Maximum $ 5,000.00

ICA Verification Maximum $ 2,500.00

eDeposit Settlement Verification Maximum $100,000.00

Monthly Minimum Fee (per product, per billing location) $ 10.00

Monthly Minimum Fee eDeposit Settlement Only (per product) $ 50.00

Correction Fee $ 5.00

Subscriber Requested Operator Call Fee $ 2.50

Monthly Connectivity Fee (if using VPN connection) $ 750.00

Monthly Connectivity Fee (if using MPLS connection) $ 1,500.00

Statement/Processing Fee $ 5.00

Terminal Application Update Fee $ .00

Set-Up Fee $ .00

Equipment $ n/a

12 Sales Name TCK Verification Svcs Agmt 032615 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

EXHIBIT “B”

TO CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TELECHECK SERVICES, INC. (CONTRACT 5955)

TELECHECK ELECTRONIC CHECK ACCEPTANCE® AND CHECKS-BY-PHONE® WARRANTY SERVICES AGREEMENT

THIS TELECHECK ELECTRONIC CHECK ACCEPTANCE (“ECA”) AND CHECKS-BY-PHONE (“CBP”) WARRANTY SERVICES AGREEMENT (“Agreement”) dated May, 2016 (“Effective Date”) is between TELECHECK SERVICES, INC. (“TeleCheck”); and the CITY OF DENTON, TEXAS (“Subscriber”).

TELECHECK AND SUBSCRIBER AGREE:

1. Definitions. The following definitions apply within this Agreement: “ACH Network” means the Automated Clearing House Network, a processing and delivery system that distributes and settles electronic fund transfers. “Authorization” means the acknowledgement provided (electronically or in writing) by a Consumer for each Warranty Transaction that authorizes processing the Warranty Transaction as an electronic fund transfer and is required by the NACHA Rules or other applicable Legal Requirements (both as defined in Section 14.1). “CBP Authorization Receipt” is an Authorization specific to a CBP Warranty Transaction that consists of the Consumer’s recorded (electronically or otherwise) verbal authorization for each CBP Warranty Transaction, permitting the creation of a phone check and its conversion into an electronic fund transfer or remotely created check. “CBP Warranty Transaction” is a type of Warranty Transaction in which a payment authorized by a Consumer in a telephone communication initiated by Consumer with Subscriber is processed under this Agreement as an electronic fund transfer or remotely created check. “Check Cashing Warranty Transaction” is a type of Warranty Transaction in which the Item is (i) a check payable to the Consumer writing the check, (ii) a government check payable to the Consumer presenting the check or (iii) a company payroll, expense reimbursement or non-medical insurance reimbursement check payable to the Consumer presenting the check; and is processed under this Agreement as a standard paper check. “Claim” means any claim, demand, directive, suit or other proceeding, notice, damage, expense (including reasonable attorney’s fees), assessment, fine or liability of any kind. “Consumer” means a person or entity that authorizes or presents an Item as payment for a transaction. “ECA Authorization Receipt” is an Authorization specific to an ECA Warranty Transaction that consists of a receipt signed (electronically or in writing) by the Consumer permitting the conversion of their check into an electronic fund transfer or remotely created check. “ECA Warranty Transaction” is a type of Warranty Transaction in which a payment initiated using a standard check is processed under this Agreement as an electronic fund transfer or remotely created check. “Item” means an outstanding financial obligation arising pursuant to a check or electronic fund transfer processed using the Services provided by TeleCheck under this Agreement. “Merchant ID” means the identification number assigned to Subscriber by TeleCheck that identifies the Subscriber and the Subscriber’s location from which a transaction is initiated for processing by TeleCheck. “Paper Warranty Transaction” is a type of Warranty Transaction in which a payment initiated using a paper check is processed under this Agreement as a standard paper check. “Return Item” means any Item that is dishonored, returned, reversed, charged back or otherwise unpaid by a Consumer’s financial institution upon presentment for payment, regardless of the reason or timing. “Return Item Fee” means the fee or exemplary damages assessed on a Return Item in the maximum amount allowed by applicable Legal Requirements. “Subscriber’s Account” means a demand deposit account maintained by Subscriber at a US financial institution that Subscriber opens in connection with the Services. “Subscriber Parties” means Subscriber and its officers, directors, employees, shareholders, agents and attorneys. “Subscriber Returned Payment” means any financial obligation owed by Subscriber pursuant to this Agreement which is not paid by Subscriber’s financial institution. “TeleCheck Approval Code” means the indicator transmitted by TeleCheck to Subscriber notifying Subscriber that TeleCheck has authorized an Item for warranty coverage in connection with a Warranty Transaction. “TeleCheck Parties” means TeleCheck and its officers, directors, employees, shareholders, agents and attorneys. “Warranty Maximum” means the total dollar amount permitted per Warranty Transaction (which may be designated by specific product/service) as set forth on the Fee Schedule. “Warranty Transaction” means a contemporaneous payment transaction initiated by a Consumer between Subscriber and the Consumer that is processed and subject to warranty services under this Agreement.

2. Warranty Services. TeleCheck will provide Subscriber with (i) coded information to assist it in determining whether to accept an Item; (ii) processing services; and (iii) certain warranty services for Items that comply with the applicable warranty requirements below (collectively, the “Warranty Services”); all as specifically set forth in this Agreement. TeleCheck warrants the accuracy of the information it provides to Subscriber in connection with an Item processed using the warranty services when TeleCheck issues a TeleCheck Approval Code and so long as the Item meets all applicable warranty requirements. TeleCheck has sole discretion to determine whether or not to issue a TeleCheck Approval Code. TeleCheck’s obligation to purchase each Warranty Transaction Item that received a TeleCheck Approval Code, met the warranty requirements and became a Return Item (a) will not exceed an amount equal to the Warranty Maximum and (b) will not exceed (in any event) the amount of the Return Item. SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE INFORMATION WARRANTY CONTAINED IN THIS PARAGRAPH WILL BE THE RIGHT TO REQUIRE

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TELECHECK TO PURCHASE RETURN ITEMS THAT MEET THE WARRANTY REQUIREMENTS AND FOR WHICH SUBSCRIBER RECEIVED A TELECHECK APPROVAL CODE. Subscriber is not authorized to use the Warranty Services in connection with any transaction conducted, in whole or in part, over the Internet or in any non face-to-face transaction except as specifically provided for in this Agreement. Subscriber will not resell the Warranty Services to any third party. This Agreement is solely between Subscriber and TeleCheck; and, during the Term (defined below), Subscriber will process all of the Items it receives from Consumers as payment for Subscriber’s goods or services using TeleCheck’s Warranty Services prior to accepting such Items. In addition to this Agreement for the provision of Warranty Services, the parties have entered into an agreement for the provision of TeleCheck Verification Services dated ______(“TeleCheck Verification Agreement”). Subscriber may opt to provide either Verification Services or Warranty Services to a designated locale, but no locale shall receive services under both this Agreement and the TeleCheck Verification Agreement.

2.1 ECA Services. TeleCheck will provide Subscriber with its Electronic Check Acceptance® (ECA®) check based payment processing services that convert eligible paper checks to electronic fund transfers and accompanying warranty services (“ECA Services”, which term is incorporated within the term Warranty Services).

2.1.1 Each ECA Warranty Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements:

(i) The check is a first party check drawn on the Consumer’s account at a US financial institution, payable to Subscriber. The name of the Consumer is imprinted on the check by the check manufacturer;

(iii) Subscriber (a) submitted the Item to TeleCheck in accordance with TeleCheck’s operating procedures, (b) submitted the check’s MICR (magnetic ink character recognition) line information, and Consumer’s identification type and number, (c) obtained a single TeleCheck Approval Code for each Item, and (d) did not perform the ECA Warranty Transaction in manner that attempted to avoid the warranty requirements or Warranty Maximum (as more fully described in Section 3(vi)), including through split sales;

(iv) The ECA Warranty Transaction represents an obligation of the Consumer at the point of sale (no phone, mail or Internet transactions) for goods or services sold, rented or rendered for the price of such goods or services. The ECA Warranty Transaction is not a transaction for credit, cash or payment on an existing debt, credit account or check already due to Subscriber that is not reasonably tied to Subscriber’s services (i.e., a payment due at the end of a billing cycle for services rendered since the end of the immediately preceding billing cycle is not a prohibited transaction for a debt, credit account or check already due);

(v) The amount of the ECA Warranty Transaction entered into the TeleCheck system and the amount on the ECA Authorization Receipt match exactly and do not exceed the Warranty Maximum;

(vi) The check to which the ECA Warranty Transaction relates: (a) has not been used in any other transaction, (b) is voided on the front by the Consumer or Subscriber during processing, and (c) is returned to the Consumer at the point of sale during processing of the ECA Warranty Transaction;

(vii) The date of the check and the ECA Warranty Transaction are within one (1) calendar day of: (a) the date the Item was submitted to TeleCheck for processing, and (b) the date the transaction actually occurred (Items may not pre-date or post-date the date they are submitted to TeleCheck for processing and the transaction date by more than one day);

(viii) The ECA Warranty Transaction is not subject to any stop payment, dispute or set-off (unless do to fraud that is not subject to a chargeback under Section 3(vi));

(ix) Subscriber has no reason to question or notice of any fact, circumstance or defense that would impair the validity or collectability of the Consumer’s Item or relieve the Consumer from liability for it;

(x) Subscriber agrees to cooperate in good faith with TeleCheck to promptly identify Consumers that have filed bankruptcy and notified Subscriber of such bankruptcy; and

(xi) Subscriber complied with all applicable NACHA Rules and Legal Requirements including posting notice to authorize the ECA Warranty Transaction and the Return Check Fee in a prominent and conspicuous location, and providing a copy of the notice to the Consumer, all in accordance with Regulation E.

2.1.2 ECA Authorization Receipt. Subscriber will (i) maintain a copy (electronic of physical) of each signed ECA Authorization Receipt for a minimum period of two (2) years from the date of the ECA Warranty Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the ECA Authorization Receipt to TeleCheck within seven (7) days of TeleCheck’s request; and (iii) permit TeleCheck to

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audit Subscriber (upon ten (10) days written notice, during normal business hours and at TeleCheck’s expense) for compliance with this requirement.

2.1.3 ECA Initiated Paper Warranty Transaction Requirements. In some instances, ECA Warranty Transactions that are initiated for processing as an electronic fund transfer may be approved and processed as a paper check or remotely created check. Each ECA Warranty Transaction Subscriber submits to TeleCheck for processing under this Agreement that is processed as an ECA initiated Paper Warranty Transaction will comply with the following requirements:

(i) The check is a first party check drawn on the Consumer’s account at a US financial institution, completely and properly filled out, and payable to Subscriber. The name and address of the Consumer is imprinted on the check by the check manufacturer. If a P.O. Box is used, or an address is not imprinted by the check manufacturer, a physical address (which may be a rural route or highway location number) is written on the check according to TeleCheck’s operating procedures;

(ii) The Consumer’s signature in the signature block on the check is not substantially different from the name imprinted on the check (or the signature on the Consumer’s identification when provided for verification);

(iii) Subscriber (a) submitted the Item to TeleCheck in accordance with TeleCheck’s operating procedures, (b) submitted the check’s MICR (magnetic ink character recognition) line information, and Consumer’s identification type and number, (c) obtained a single TeleCheck Approval Code for each Item, and (d) did not perform the ECA initiated Paper Warranty Transaction in an attempt to avoid the warranty requirements or Warranty Maximum (as more fully described in Section 3(vi)), including through split sales;

(iv) Subscriber’s Merchant ID, the Consumer's telephone number (including area code), identification type and number, and TeleCheck Approval Code are all printed or written on the check according to TeleCheck’s operating procedures;

(v) The ECA initiated Paper Warranty Transaction represents an obligation of the Consumer at the point of sale (no phone, mail or Internet transactions) for goods or services sold, rented or rendered for the price of such goods or services. The ECA initiated Paper Warranty Transaction is not a transaction for credit, cash or payment on an existing debt, credit account or check already due to Subscriber that is not reasonably tied to Subscriber’s services (i.e., a payment due at the end of a billing cycle for services rendered since the end of the immediately preceding billing cycle is not a prohibited transaction for a debt, credit account or check already due);

(vi) The amount shown in words and figures on the check is (a) less than or equal to the amount entered into the TeleCheck system, or (b) no more than $1.00 over the amount entered into the TeleCheck system, and does not exceed the Warranty Maximum;

(vii) The date of the check accurately coincides within one (1) calendar day of: (a) the date the Item was submitted to TeleCheck for processing, and (b) the date the ECA initiated Paper Warranty Transaction actually occurred (Items may not pre-date or post-date the date they are submitted to TeleCheck for processing and the transaction date by more than one day);

(viii) Subscriber deposited the check in Subscriber's Account and, upon the check becoming a Return Item, TeleCheck received the Return Item for purchase within thirty (30) days of the date that Subscriber originally received the check. Further, Subscriber’s financial institution must send the Return Item to TeleCheck for purchase after presenting the Item for payment only once (i.e., Items may not be sent to TeleCheck for purchase in connection with warranty services after re-presentment, whether paper or electronic);

(ix) The ECA initiated Paper Warranty Transaction is not subject to any stop payment, dispute or set-off (unless due to fraud that is not subject to a chargeback under Section 3(vi));

(x) Subscriber has no reason to question or notice of any fact, circumstance or defense that would impair the validity or collectability of the Consumer’s Item or relieve the Consumer from liability for it; and

(xi) Subscriber agrees to cooperate in good faith with TeleCheck to promptly identify Consumers that have filed bankruptcy and notified Subscriber of such bankruptcy.

2.2 CBP Services. TeleCheck will provide Subscriber with its Checks By Phonesm (CBPsm) phone check payment processing services that allow Consumers to initiate payments via the telephone as electronic fund transfers and accompanying warranty services (“CBP Services”, which term is incorporated within the term Warranty Services).

2.2.1 Each CBP Warranty Transaction Subscriber submits to TeleCheck for processing under this Agreement will comply with the following requirements:

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(i) The phone check is a first party Item drawn on the Consumer’s account at a US financial institution, payable to Subscriber;

(ii) The CBP Warranty Transaction did not result from Subscriber initiating an unsolicited telephone call to a Consumer with whom Subscriber had no prior relationship;

(iii) The Consumer provided a CBP Authorization Receipt that verbally authorized debiting its account and the amount to be debited for each Item submitted to TeleCheck for processing as a CBP Warranty Transaction;

(iv) Subscriber (a) submitted the Item to TeleCheck in accordance with TeleCheck’s operating procedures, (b) obtained a single TeleCheck Approval Code for each Item, and (c) did not perform the CBP Warranty Transaction in an attempt to avoid the warranty requirements or Warranty Maximum (as more fully described in Section 3(vi)), including through split sales;

(v) The Consumer provided its name, physical address (no P.O. Box), telephone number (including area code), date of phone check authorization, check number, check type (personal or business), MICR (magnetic ink character recognition) line information (i.e., bank routing and account number), and identification type and number according to TeleCheck’s operating procedures;

(vi) The CBP Warranty Transaction represents an obligation of the Consumer for goods or services sold, rented or rendered for the price of such goods or services. The CBP Warranty Transaction is not a transaction for credit, cash or payment on an existing debt, credit account or check already due to Subscriber that is not reasonably tied to Subscriber’s services (i.e., a payment due at the end of a billing cycle for services rendered since the end of the immediately preceding billing cycle is not a prohibited transaction for a debt, credit account or check already due);

(vii) The amount of the CBP Warranty Transaction entered into the TeleCheck system and the amount on the CBP Authorization Receipt match exactly and do not exceed the Warranty Maximum;

(viii) The date of the Item and the CBP Warranty Transaction are within one (1) calendar day of: (a) the date the Item was submitted to TeleCheck for processing, and (b) the date the transaction actually occurred (Items may not pre-date or post-date the date they are submitted to TeleCheck for processing and the transaction date by more than one day);

(ix) The CBP Warranty Transaction is not subject to any stop payment, dispute or set-off (unless due to fraud that is not subject to a chargeback under Section 3(vi));

(xi) Subscriber agrees to cooperate in good faith with TeleCheck to promptly identify Consumers that have filed bankruptcy and notified Subscriber of such bankruptcy; and

(xii) Subscriber complied with the applicable provisions of the Federal Trade Commission Telemarketing Sales Rule (16 C.F.R. Part 310), as may be amended, and provided the notices required to authorize the CBP Warranty Transaction and any Return Check Fee(s) as required by applicable NACHA Rules, Regulation E and Legal Requirements.

2.2.2 CBP Authorization Receipt. Subscriber will (i) maintain a copy (electronic or physical) of each CBP Authorization Receipt, or a copy (electronic or physical) of the written notice provided to the Consumer confirming its verbal authorization of the CBP Warranty Transaction Item, for a minimum period of two (2) years from the date of the CBP Warranty Transaction, or for the period specified by the NACHA Rules, whichever is longer; (ii) deliver a legible copy (physical or electronic) of the CBP Authorization Receipt or written confirmation notice provided to the Consumer to TeleCheck within seven (7) days of TeleCheck’s request; and (iii) permit TeleCheck to audit Subscriber (upon ten (10) days written notice, during normal business hours and at TeleCheck’s expense) for compliance with this requirement. If Subscriber elects not to make a recording of the Consumer’s verbal authorization for its CBP Warranty Transaction Item, Subscriber will provide the Consumer with written notice confirming the Consumer’s verbal authorization of the CBP Warranty Transaction Item in such format as TeleCheck requires prior to settlement of the Item. Notwithstanding the requirements of this Section, if TeleCheck provides Consumers with the written confirmation notices required in connection with CBP Warranty Transactions on Subscriber’s behalf, Subscriber will not be responsible for maintaining records of the CBP Authorization Receipts or copies of the written notice confirmations.

2.3 Assignment of Warranty Transactions. By execution of this Agreement, Subscriber ASSIGNS, TRANSFERS AND CONVEYS to TeleCheck all of Subscriber’s rights, title and interest in any Warranty Transaction that TeleCheck processed under this Agreement that (i) complied with the applicable warranty requirements; (ii) received a TeleCheck Approval Code;

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and (iii) became a Return Item. Subscriber agrees, at TeleCheck’s request, to take any action reasonably deemed necessary by TeleCheck to aid in the enforcement of such rights.

2.4 Processing Notices; Return Item Fees. Subscriber will post and provide such notices (including any updates) to Consumers, that TeleCheck indicates are required pursuant to the NACHA Rules, Regulation E or other applicable Legal Requirements in order for TeleCheck to process Subscriber’s Items and collect any applicable Return Item Fees as electronic fund transfers, paper drafts or otherwise. Further, Subscriber will assess a Return Item Fee on all Return Items, which TeleCheck will be entitled to collect and retain from Consumers.

2.5 "Goodwill" of a Non-Compliance Item. TeleCheck, in its sole discretion, may elect not to chargeback or reassign a specific Item that becomes a Return Item and that is not subject to warranty services because it fails to comply with the applicable warranty requirements set forth in this Agreement. Such discretionary election by TeleCheck will not (i) constitute a course of dealing or a waiver of TeleCheck’s right to chargeback or reassign any other non-compliant Return Item, or (ii) prevent TeleCheck from charging back or reassigning any other past or subsequent Return Item (related or unrelated).

2.6 Updating Information. Subscriber agrees to promptly notify TeleCheck if any Consumers make a payment to Subscriber in connection with any Return Item that is subject to warranty services under this Agreement, return any goods associated therewith or otherwise cancel any services represented thereby (in such manner that the Return Item is fully or partially satisfied), and to identify such Consumers.

3. Chargeback. TeleCheck may chargeback any Warranty Transaction it processed as a check, electronic fund transfer or remotely created check, or reassign any paper check or Item to Subscriber that it purchased in any of the following circumstances:

(i) The goods or services (in whole or in part) for which the Item was issued have been returned to Subscriber, have not been delivered by Subscriber, or are subject to any stop payment, dispute or setoff;

(ii) Subscriber received full or partial payment or security in any form to secure payment of the Item, or the goods or services for which the Item was issued were initially delivered on credit or under a lease;

(iii) The Warranty Transaction is for any reason void or invalid, applicable Legal Requirements prevent the purchase by or transfer of the Item to TeleCheck, or a court of law determines that the Item is (in whole or in part) not due and payable by Consumer (unless such determination results from a bankruptcy proceeding);

(iv) Any of the applicable warranty requirements for Warranty Transactions set forth in this Agreement are breached;

(v) Subscriber failed to comply with this Agreement;

(vi) Subscriber, or any of its owners, agents or employees (a) materially altered the Item or Authorization, (b) processed the Warranty Transaction with reason to know (or should have reasonably known) that it was likely to be dishonored (including failure to receive a TeleCheck Approval Code), or that the identification used or signature provided (to the extent an identification or signature is required under the applicable warranty requirements) was forged or did not belong to the Consumer; or (c) processed the Warranty Transaction in a manner which was an attempt to avoid the warranty requirements or Warranty Maximum. “Knowledge” will be presumed in the presence of facts or circumstances which, if known, would cause a non-subscribing merchant, using commercially reasonable judgment, to independently refuse to accept an Item. “Knowledge” is also presumed where there is evidence of Subscriber’s attempt to avoid warranty limitations through manipulation of transactions, including, but not limited to the splitting of a single transaction into smaller components or resubmission of a previously denied transaction;

(vii) A duplicate Item related to the same transaction was received and processed; or, in the case of a Warranty Transaction processed as an electronic fund transfer, the check giving rise to the Item was deposited, thereby creating a duplicate entry against Consumer’s financial institution account;

(viii) The closeout of any batches (if applicable) or transmission of Warranty Transactions to TeleCheck for settlement processing did not occur within seven (7) business days (or such timeline that is specifically set forth in the warranty requirements) from the date the TeleCheck Approval Code was issued for the corresponding Warranty Transactions;

(ix) The Consumer disputes authorizing the Item, or the validity or accuracy of a debit made to the Consumer’s financial institution account in connection with a Warranty Transaction (except in the case of a fraud committed by a third party using a Consumer’s check); or

(x) Any Authorization required by the NACHA Rules, Regulation E or applicable Legal Requirements was incomplete, unsigned or Subscriber failed to provide TeleCheck with a legible copy of the Authorization within seven (7) days of a request for it.

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Subscriber will immediately notify TeleCheck if Subscriber has Knowledge that any of the above circumstances has occurred in connection with a Warranty Transaction. TeleCheck may debit Subscriber’s Account, or offset amounts due Subscriber, in the amount paid by TeleCheck for any Warranty Transaction that is reassigned or charged back under this Section; or, promptly upon request, Subscriber will remit the amount of the Item to TeleCheck. TeleCheck may also charge back to Subscriber any amount over the Warranty Maximum on any Warranty Transaction for which TeleCheck has not received payment from a Consumer or a Consumer’s financial institution within sixty (60) days of the date of the Warranty Transaction. Upon reassigning, charging back or charging back any amount in connection with an Item, TeleCheck will have no further liability to Subscriber for the Item. Subscriber will continue to bear full responsibility for any chargebacks and adjustments made under this Section following expiration or termination of this Agreement.

4. Electronic Funds Transfer Processing.

4.1 Funding. TeleCheck will credit each Warranty Transaction processed under this Agreement via electronic fund transfer as part of a batch credit to Subscriber’s account. TeleCheck will typically credit Subscriber’s account within two (2) banking days following: (a) for host-based processing, TeleCheck’s receipt and acceptance of Subscriber’s completed Warranty Transactions before 9:00 p.m. Central Time (3:00 p.m. Central Time for ICA Warranty Transactions or CBP Warranty Transactions) each processing day; or (b), for batch processing after Subscriber’s regular close-out of its point-of-sale terminal(s), TeleCheck’s receipt and acceptance of Subscriber’s saved, completed Warranty Transactions before 9:00 p.m. Central Time (batch processing is not applicable to ICA Warranty Transactions or CBP Warranty Transactions). Subscriber authorizes TeleCheck on its behalf to initiate debits to the Consumers’ accounts for each such Warranty Transaction. Subscriber acknowledges that it as an Originator under the NACHA Rules and agrees to comply with its obligations as an Originator. TELECHECK RESERVES THE RIGHT TO DECLINE PROCESSING ANY TRANSACTION AS A WARRANTY TRANSACTION. TeleCheck may initiate any necessary adjustments to Subscriber’s Account for Items processed as Warranty Transactions; including, without limitation, chargebacks or partial adjustments. TeleCheck may recover the amount of any adjustments made to Subscriber’s Account in connection with an Item in the event the adjustment was made at Subscriber’s request or as a result of a Subscriber error, and the Item becomes a Return Item. TeleCheck may also recover the amount of any fees from Subscriber that a Consumer paid to its financial institution as a result of adjustments made to an Item due to a Subscriber error.

Notwithstanding anything contained herein to the contrary, TeleCheck shall be entitled to suspend or terminate processing hereunder if required by NACHA or any part of the ACH system (including the Originating Depository Financial Institution) due to breach of the NACHA Rules or as may otherwise required by such parties or as otherwise required by law. As required by the NACHA Rules, the Originating Depository Financial Institution shall have the right to audit Subscriber’s compliance with this Agreement and the NACHA Rules.

TeleCheck shall also be entitled without notice to place a hold on or suspend payment of any amounts now due or hereafter to become due should an excessive amount of Return Item or other questionable activity occur as determined by TeleCheck in its discretion, or as otherwise required by law. In addition to any other remedies available to TeleCheck under this Agreement, Subscriber agrees that, if Subscriber breaches or fails to comply with this Agreement, TeleCheck may, with notice to be provided within 3 business days following such action, change processing or payment terms, suspend settlement or other payments of any amounts now due, or hereafter to become due, until TeleCheck has had reasonable opportunity to investigate such event.

4.2 Account Reconciliation. In the event any Warranty Transaction is not funded or otherwise paid by TeleCheck in accordance with this Agreement, Subscriber must notify TeleCheck in writing of such failure within thirty (30) days from the date of the Warranty Transaction. TeleCheck will have no liability to Subscriber, and it is precluded from asserting any claims, damages or losses against TeleCheck, if Subscriber does not notify TeleCheck of a failure to fund or otherwise pay a Warranty Transaction within such thirty (30) day period.

5. Equipment.

5.1 General. Subscriber may purchase point-of-sale equipment and/or associated peripherals (collectively, “Equipment”), or TeleCheck may lease Equipment to Subscriber under a separate lease agreement, for use in connection with the Warranty Services provided under this Agreement. TeleCheck will retain title to Equipment it leases to Subscriber; provided, Subscriber bears the entire risk of loss for owned or leased Equipment. Subscriber will return leased Equipment to TeleCheck, ordinary wear and tear excepted, upon termination or expiration of this Agreement. TeleCheck will replace or repair Equipment at Subscriber’s request, subject to the Fees (defined below) set forth on Schedule A to this Agreement. If TeleCheck provides replacement Equipment to Subscriber via mail, or other delivery service, Subscriber must return its defective leased Equipment to TeleCheck within twenty (20) days or Subscriber will be deemed to have purchased the defective leased Equipment and will be billed for it. Subscriber will not permit anyone other than authorized representatives of TeleCheck to adjust, maintain, program or repair leased Equipment. Any telecommunications equipment (e.g., routers) that TeleCheck provides to Subscriber in connection with the Warranty Services will remain TeleCheck’s property and will be returned promptly upon termination or expiration of this Agreement. Subscriber will install all product updates to the Equipment, its software or firmware, within thirty (30) days of receiving the updates from TeleCheck.

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5.2 Equipment Software, Firmware License. TeleCheck grants to Subscriber, and Subscriber accepts, a nonexclusive, nonassignable and nontransferable limited license to use the software and firmware provided with the Equipment, provided, Subscriber will not: (i) export the Equipment, software or firmware outside the US; (ii) copy or use the software, firmware or documentation provided by TeleCheck with the Equipment; (iii) sublicense or otherwise transfer any portion of such software, firmware, documentation or the Equipment; (iv) alter, change, reverse engineer, decompile, disassemble, modify or otherwise create derivative works of such software, firmware, documentation or the Equipment; (v) remove or alter any intellectual property or proprietary notices, markings, legends, symbols, or labels appearing on, in or displayed by such software, firmware, documentation or the Equipment.

6. Term; Termination; Suspension.

6.1 Term. This Agreement commences on its Effective Date and will extend for an initial term of five (5) years (“Initial Term”). This Agreement will automatically renew for successive one (1) year terms (each a “Renewal Term”) following expiration of the Initial Term unless terminated by either party by giving written notice to the other at least ninety (90) days in advance of its anticipated date of termination. The Initial Term and Renewal Term are referred to as the “Term” of this Agreement; and each year of the Term is a “Service Year.”

6.2 Termination for Breach; Insolvency. Either party may terminate this Agreement if the other: (i) materially breaches a representation, warranty, term, condition or obligation under this Agreement, and fails to cure the breach within thirty (30) days after receiving written notice of it; or (ii)(a) is dissolved, becomes insolvent, generally fails to pay or admits in writing its general inability to pay its debts as they become due; (b) makes a general assignment, arrangement, or composition agreement with or for the benefit of its creditors; (c) files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors; (d) seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the wind up of its business; or (e) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding related to insolvency, receivership, liquidation or composition for the benefit of creditors, and such proceeding is not dismissed or stayed within thirty (30) days.

6.3 Termination for Non-Performance. TeleCheck may terminate this Agreement immediately if (i) either party’s performance of its obligations or Subscriber’s use of the Warranty Services violates any Legal Requirements; (ii) Subscriber fails to pay any amount due and payable within five (5) days of written notice of such failure; or (iii) Subscriber fails to fund, or maintain, its Reserve Account (defined below) upon its implementation.

6.4 Termination for Convenience. Regardless of any other terms or conditions in this Agreement, either party may terminate this Agreement for convenience at any time by providing the non-terminating party ninety (90) days’ written notice of its intention to terminate.

6.5 Suspension. TeleCheck may, with as much notice as is commercially practicable, suspend all or a portion of its Warranty Services immediately if (i) Subscriber materially breaches this Agreement; (ii) TeleCheck reasonably determines, or its ODFI (as defined in the NACHA Rules) determines, that an excessive amount of Return Items are occurring in connection with processing Subscriber’s Warranty Transactions; (iii) TeleCheck reasonably determines that other questionable activity related to fraud or risk analysis is occurring in connection with Subscriber’s Warranty Transactions; or (iv) as required by applicable Legal Requirements.

6.6 Effect of Termination, Suspension. Continuing the Warranty Services and funding Warranty Transactions during any period of Subscriber’s delinquency will not constitute a waiver by TeleCheck of its rights to suspend or terminate this Agreement, or any other rights under this Agreement. Termination or suspension of Warranty Services will not affect TeleCheck’s right to recover any amounts for which Subscriber is liable or obligated under this Agreement.

7. Fees.

7.1 Fees; Fee Amendments. Subscriber will pay TeleCheck the fees and charges (collectively, “Fees”) for the Warranty Services set forth in Schedule A to this Agreement, including applicable sales, use, excise or other taxes (whether federal, state or local), however designated, which are levied or imposed with respect to the Warranty Services. Subscriber will not pay or reimburse TeleCheck for income or employment taxes imposed upon or separately payable by TeleCheck for its employees, agents, subcontractors or affiliates. TeleCheck reserves the right to amend its Fees at any time and from time to time after the expiration of the first three (3) calendars years of the Term by providing thirty (30) days’ written notice (a “Fee Notice”) to Subscriber. Amendments to the Fees will be effective thirty (30) days following the date of any Fee Notice. If TeleCheck amends the Fees under this Agreement, Subscriber will have the right to terminate this Agreement by providing written notice of termination to TeleCheck prior to the expiration of the thirty (30) day period provided for in the Fee Notice. Subscriber shall not pay more than Fifty Thousand and No/100 Dollars ($50,000.00) in Fees for any Services derived from TeleCheck under this Agreement and the TeleCheck Warranty Agreement between the parties, of even date herewith (“TeleCheck Warranty Agreement”), during the entire initial Terms of this Agreement and the TeleCheck Warranty Agreement, collectively (“Fee Cap”) absent Subscriber’s written authority to Contractor to exceed such amount. The Fee Cap may be amended by the parties, in writing. If Subscriber or TeleCheck anticipates its processing volume will cause the Fee Cap to be exceeded, Subscriber shall seek authority to increase the Fee Cap within 90 days of the estimated date on which processing volume would result in Fees in excess of the Fee Cap. In no event shall TeleCheck be required to deliver

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services under this Agreement or the TeleCheck Warranty Agreement if it reasonably anticipates continued delivery of services will result in Fees exceeding the then-established Fee Cap.

7.2 Fee Definitions. The following definitions apply to the Fees: “Correction Fee” is the amount charged for each Item that TeleCheck must correct due to Subscriber error or at Subscriber’s request. “Inquiry Rate” is the percentage rate which will be applied to the face amount of each Item submitted to TeleCheck for processing. “Inquiry Rate Fee” is the amount equal to the product of (i) the Inquiry Rate multiplied by, (ii) the face amount of each Item for which an authorization inquiry is made to TeleCheck; and is the amount charged by TeleCheck to Subscriber for each Item submitted to TeleCheck for processing under this Agreement, whether or not TeleCheck authorizes the Item. “Monthly Connectivity Fee” is the amount charged per month in order to maintain a virtual private network or other connection between Subscriber’s and TeleCheck’s information technology systems to enable processing in connection with the Warranty Services. “Monthly Minimum Fee” is the minimum amount charged to Subscriber each month for processing the Items it submits to TeleCheck in connection with the Warranty Services. If the total amount of Inquiry Rate Fees and Transaction Fees for any month is less than the Monthly Minimum Fee, then the Monthly Minimum Fee will apply for the month; and Subscriber will be billed for the difference between the Monthly Minimum Fee and the total amount of Inquiry Rate Fees and Transaction Fees that TeleCheck billed during that month. “Set-Up Fee” is the charge for initial setup and initiation of the Warranty Services. “Statement/Processing Fee” is a monthly fee for handling Subscriber’s account. “Subscriber Requested Operator Call Fee” is an additional charge per operator-assisted call initiated by Subscriber that TeleCheck does not request or prompt Subscriber to make in connection with processing Warranty Transactions. “Terminal Application Update Fee” is the charge per terminal for each occasion that a terminal application update is made available for additional features, different information or regulatory compliance. “Transaction Fee” is the amount charged for each Item submitted to TeleCheck for processing under this Agreement, whether or not TeleCheck authorizes the Item. Subscriber will also be responsible for paying for any point-of-sale supplies (e.g., paper and ink for Equipment, rubber stamps, etc.) related to the Warranty Services that it obtains from TeleCheck.

8. Payment of Fees. TeleCheck will invoice its Fees to Subscriber monthly. All Fees are due upon receipt and payable within thirty (30) days of invoice. The parties acknowledge and agree that, while TeleCheck may debit all other Amounts due under this Agreement via electronic fund transfer, TeleCheck shall bill Subscriber for monthly fees and Subscriber shall remit Fees directly and timely to TeleCheck. Subscriber authorizes TeleCheck to debit all amounts due under this Agreement (except Fees and including, without limitation, all Return Items, delinquency charges, Subscriber returned payments and any other amounts owed by Subscriber) and to credit all such amounts owed to Subscriber under this Agreement (except Fees) via electronic fund transfer. If there are insufficient funds in Subscriber’s Account to pay non-Fee amounts owed under this Agreement, Subscriber will immediately reimburse TeleCheck upon demand for these amounts or Fee amounts; or, at TeleCheck’s option, TeleCheck may offset or recoup non-Fee amounts against any amounts TeleCheck or its affiliates owe to Subscriber under this Agreement or any other agreement between Subscriber and TeleCheck or its affiliates. A delinquency charge of 1½% per month or the highest amount permitted by law, whichever is lower, will be added to the outstanding balance of any delinquent account. Continuing Warranty Services and funding Warranty Transactions during any period of delinquency will not constitute a waiver of TeleCheck’s rights of suspension or termination.

9. Financial and Other Information. In addition to access to the financial information that is available through the Internet and SEC, Subscriber will provide TeleCheck with the financial information that may be required by applicable Legal Requirements in connection with creditworthiness or security qualification requirements applicable to Subscriber’s use of the Warranty Services. In the event Subscriber is no longer publicly traded and upon written request, Subscriber will provide TeleCheck with (i) quarterly financial statements within forty-five (45) days after the end of each fiscal quarter, and (ii) annual audited financial statements within ninety (90) days after the end of each fiscal year; both prepared in accordance with generally accepted accounting principles.

10. Reserve Account. . Subscriber expressly authorizes TeleCheck to establish a reserve account (“Reserve Account”) for Warranty Transactions. TeleCheck will determine and set the amount of the Reserve Account in its sole discretion based on Subscriber’s processing history and TeleCheck’s anticipated risk of loss. Subscriber will fund the Reserve Account within three (3) days of receiving a notice to Subscriber or in instances of fraud or breach of this Agreement, the Reserve Account may be funded immediately at TeleCheck’s election; and may fund the Reserve Account via one or any combination of the following: (a) one or more debits to Subscriber’s Account; (b) one or more deductions or offsets to any payments otherwise due to Subscriber from TeleCheck or any of its affiliates; (c) delivering a letter of credit to TeleCheck in a form and issued or established by a financial institution that is acceptable to TeleCheck; or (d) by providing cash. If the funds in Subscriber’s Reserve Account are not sufficient to cover Subscriber’s unfulfilled obligations (including, without limitation, settlement obligations, any adjustments to Items, amounts due for Items subject to chargeback or reassignment, or Fees) due under this Agreement, or if the funds in the Reserve Account have been released, Subscriber will immediately pay TeleCheck such amounts upon demand therefor. In the event Subscriber fails to fund a Reserve Account when required, TeleCheck may fund the Reserve Account in any manner set forth in this Section. If TeleCheck or Subscriber terminates this Agreement, a Reserve Account may be established in the manner set forth in this Section in order to cover Subscriber’s potential unfulfilled obligations (including, without limitation, settlement obligations, any adjustments to Items, amounts due for Items subject to chargeback or reassignment, or Fees) under this Agreement. TeleCheck may hold Subscriber’s Reserve Account for ten (10) months after it is established or following termination of this Agreement. Subscriber’s Reserve Account funds may be held in a commingled reserve account maintained by TeleCheck for the reserve funds of its subscribers, without involving an independent escrow agent. TeleCheck will not pay interest to Subscriber on any of its funds held in a Reserve Account.

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11. Confidential Information; Information Security.

11.1 Confidential Information. "Confidential Information" means all of TeleCheck’s or Subscriber’s data or information that is competitively sensitive material or not generally known to the public; including, without limitation, a party’s data or information whether or not marked confidential or proprietary, customer lists, technology, inventions, systems, operations, facilities, products, services, discoveries, trade secrets, confidential know-how, information pertaining to individuals’ employment with either party, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain; (ii) was already known to the receiving party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; (iv) is independently developed by the receiving party; or (v) is otherwise excluded under the terms of this Agreement. The parties agree that a failure to maintain safeguards to preserve the confidentiality of the other party’s Confidential information will substantially injure the other party.

11.2 Disclosure and Use Restrictions. The parties agree they will maintain the Confidential Information of the other party in strict confidence and shall not disclose, disseminate, copy, divulge, reproduce, transfer or use the other party’s Confidential Information without the prior written consent of the other party except (i) as necessary in connection with providing or using the Warranty Services; (ii) as specifically allowed under this Agreement; or (iii) to the extent necessary to comply with Legal Requirements or a valid court order, provided the disclosing party must use reasonable efforts to notify the other party prior to disclosure (unless such notification is prohibited by Legal Requirements or a valid court order) so the other party may seek a protective order or otherwise prevent or limit disclosure of its Confidential Information. Each party agrees to use measures to protect the other party’s Confidential Information which are no less stringent than those the protecting party uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. Each party’s employees, affiliates, agents, advisors or subcontractors with access to the other’s Confidential Information will comply with the confidentiality provisions of this Agreement; and each party will be responsible for the performance of its employees, affiliates, agents, advisors or subcontractors with respect to the foregoing requirement. Each party will take such steps to prevent disclosure of the other party’s Confidential Information as it would take to prevent disclosure of its own; including, at a minimum, commercially reasonable steps.

11.3 Information Security. Each party will maintain commercially reasonable information security practices designed to prevent unauthorized or unlawful access to, use, disclosure or alteration (a “Security Incident”) of non public or personally identifiable information (“Personal Information”) on the systems under its control or that it has obtained through its respective provision or use of the Warranty Services. In the event of a Security Incident involving the other party’s Personal Information, the affected party will promptly (a) assess the nature and scope of the Security Incident; (b) identify the Personal Information involved, if any; (c) take appropriate steps to contain, control and stop the Security Incident; and (d), in the event Personal Information was compromised and it is reasonably suspected that misuse will result, promptly notify the other party of the Security Incident, subject to any request by law enforcement or other government agency to withhold such notice pending the completion of an investigation. TeleCheck is not responsible for and does not control third party telecommunication lines used to provide the Warranty Services; and will not be responsible for the security of any transmissions using these lines.

11.4 Ownership. This Agreement does not provide either party with any right, title or interest in or to the Confidential Information of the other party. Each party will return or destroy (and certify the destruction of) the other party's Confidential Information at the request of the other party.

11.5 Equitable Relief. TeleCheck and Subscriber agree there may be no adequate remedy at law for a breach of the confidentiality, disclosure, use, safeguarding and ownership requirements (collectively, the “Confidentiality Requirements”) related to Confidential Information or Personal Information under this Agreement. A breach of the Confidentiality Requirements may cause irreparable harm such that the non-breaching party may not have an adequate remedy at law; and, therefore, the non-breaching party may seek injunctive relief (without posting a bond or other security) against the breaching party in addition to any other rights or remedies available at law or in equity.

12. Indemnification.

12.1 Subscriber Indemnity. Subscriber agrees, to the extent allowed by Texas state law, to indemnify and hold TeleCheck, its employees, directors and officers, harmless against any third party Claims resulting from Subscriber’s (its affiliates, employees, agents or representatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct.

12.2 TeleCheck Indemnity. TeleCheck agrees to indemnify and hold Subscriber, its employees, directors and officers, harmless against any third party Claims resulting from TeleCheck’s (its affiliates, employees, agents or representatives) (i) breach of any of its obligations, covenants or representations under this Agreement; (ii) gross negligence; or (iii) willful misconduct. However, in no event shall TeleCheck be liable for any acts, omissions, negligence or willful misconduct of Subscriber upon which any Claim of any third party is based.

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12.3 In the event of a Claim for which indemnification may be sought under this Agreement, the party to be indemnified (the "indemnified party") will: (i) promptly notify the party responsible for indemnification (the "indemnifying party") of the Claim; (ii) reasonably cooperate with the indemnifying party in the making of claims or defenses; and (iii) provide information, assist in the resolution of the Claim and make available at least one (1) employee or agent who can testify regarding the Claim or defenses. The indemnifying party will, upon written notice from the indemnified party, immediately undertake the defense of any such Claim with counsel reasonably satisfactory to the indemnified party. In any event, the indemnifying party will be entitled to direct the defense and settlement of a Claim subject to indemnification with counsel reasonably satisfactory to the indemnified party; provided, the indemnifying party will not settle any Claim affecting the indemnified party to the extent settlement involves more than the payment of money by the indemnifying party without the indemnified party's written consent.

13. Representations, Warranties; Disclaimer of Warranties; Exclusion of Consequential Damages; Limitation on Liability.

13.1 Representations, Warranties. Subscriber and TeleCheck each represent and warrant: (i) they have corporate authority to execute this Agreement; (ii) executing this Agreement does not constitute a material conflict with, breach or default under any applicable Legal Requirements, their respective charter or bylaws, or any documents, agreements or other instruments which are binding upon the parties; and (iii) this Agreement creates valid, legal and binding obligations that are enforceable against the parties.

13.2 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TELECHECK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT RELATE TO THE WARRANTY SERVICES PROVIDED UNDER THIS AGREEMENT. FURTHER, TELECHECK DOES NOT WARRANT THAT SUBSCRIBER’S USE OF THE WARRANTY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THIS AGREEMENT IS A SERVICE AGREEMENT; ANY EQUIPMENT PROVIDED IN CONNECTION WITH THIS AGREEMENT IS INCIDENTAL TO THE WARRANTY SERVICES PROVIDED. THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE DO NOT APPLY TO THIS AGREEMENT.

13.3 Exclusion of Consequential Damages. TELECHECK AND SUBSCRIBER, AND THEIR RESPECTIVE AFFILIATES, WILL NOT BE LIABLE TO EACH OTHER UNDER ANY THEORY AT LAW OR IN EQUITY IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), EXEMPLARY OR PUNITIVE DAMAGES; REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.4 Limitation of Liability. TELECHECK’S AND SUBSCRIBER’S CUMULATIVE LIABILITY TO EACH OTHER FOR ANY LOSSES OR DAMAGES (IN THE AGGREGATE) FROM ANY CAUSE WHATSOEVER (RELATED OR UNRELATED) IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF (I) ONE MILLION DOLLARS ($1,000,000); OR (II) THE AMOUNT OF FEES PAID TO TELECHECK FOR WARRANTY SERVICES PERFORMED IN THE PRECEDING SERVICE YEAR; PROVIDED, SUCH LIMITATION WILL NOT INCLUDE FEES ALREADY DUE FROM SUBSCRIBER TO TELECHECK UNDER THIS AGREEMENT, WHICH WILL BE DUE IN ADDITION TO ANY SUCH LOSSES OR DAMAGES.

13.5 Mitigation of Damages. Each party will reasonably act to mitigate its damages.

14. Compliance with Law.

14.1 General. Subscriber is responsible to and shall monitor, interpret and comply with all federal, state or local laws, rules, regulations, judicial or administrative decisions, export laws, Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”) requirements, the Fair Credit Reporting Act (“FCRA”), Electronic Fund Transfer Act and its Regulation E (“Regulation E”), and the NACHA Rules (collectively, “Legal Requirements”) that are applicable to its business and use of the Warranty Services under this Agreement. Subscriber will not use any merchant account created in connection with the Warranty Services for illegal transactions, including, without limitation, those prohibited by the Unlawful Internet Gambling Enforcement Act. TeleCheck is responsible for and shall monitor, interpret and comply with Legal Requirements applicable to its business, its provision of the Warranty Services and its use of Transaction Data residing on its information technology systems.

14.2 FCRA Compliance. Subscriber certifies that it has a legitimate business need, in connection with business transactions involving Consumers, for the information provided by TeleCheck. Subscriber certifies that the information provided by TeleCheck will only be used for permissible purposes under the FCRA, will not be used for employment purposes, and will not be used by Subscriber for any purpose other than one (1) transaction between Subscriber and a Consumer. Neither Subscriber nor its agents or employees will disclose the results of any inquiry made to TeleCheck except to the Consumer about whom such inquiry is made; and, in no event, to any other person outside Subscriber’s organization (other than its attorneys if necessary). IF SUBSCRIBER REJECTS ANY ITEM (IN WHOLE OR IN PART) BECAUSE OF THE INFORMATION OBTAINED FROM TELECHECK, SUBSCRIBER WILL ADVISE THE CONSUMER OF THAT FACT AND PROVIDE THE CONSUMER WITH TELECHECK’S NAME AND ADDRESS, AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE LEGAL REQUIREMENTS.

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14.3 Changes in Legal Requirements. If TeleCheck reasonably determines that its performance under this Agreement is impossible or illegal due to changes in applicable Legal Requirements, TeleCheck may modify or discontinue performing the impacted obligations or Warranty Services to the extent necessary to avoid violating the Legal Requirements upon thirty (30) days written notice to Subscriber. TeleCheck may increase its Fees to cover any additional costs incurred in connection with complying with changes in applicable Legal Requirements; and, further, TeleCheck may increase its Fees if any fees or charges to TeleCheck increase for processing transactions through the ACH Network. If TeleCheck makes such requests and the parties are unable to agree upon corresponding changes to the terms and conditions of this Agreement within thirty (30) days of such request, either party may terminate this Agreement upon thirty (30) days written notice.

15. Use of TeleCheck Materials.

15.1 Acknowledgement of Ownership; License. TeleCheck International, Inc. (“TCI”), an affiliate of TeleCheck, owns the trademarks referenced in this Section. Pursuant to authorization granted to TeleCheck by TCI, TeleCheck grants to Subscriber a nonexclusive, nonassignable and nontransferable limited license to use the TELECHECK®, TELECHECK logo and other TeleCheck trademarks and service marks (collectively, the “TeleCheck Marks”) within the US and its territories, subject to the following: Subscriber (i) may use and display decals, identification data and other materials provided by TeleCheck at Subscriber’s locations solely during the Term and solely in connection with the Warranty Services; (ii) will not permit any persons other than its own officers, employees or agents at Subscriber’s locations to use its Merchant ID; (iii) will promptly cease use of the TeleCheck Marks and remove any decals, electronic files, logos or other materials (including those affixed to entry doors or windows at Subscriber locations) upon termination or expiration of this Agreement, and, at its own expense, either return or destroy all such materials to TeleCheck; and (iv) will not create any print, electronic or Internet-based materials (including, without limitation, any marketing materials) using any TeleCheck Marks without TeleCheck’s prior written consent, which may be withheld in TeleCheck’s sole discretion.

15.2 Use of TeleCheck Marks. Subscriber acknowledges TCI’s ownership of the TeleCheck Marks and will not contest the validity of the TeleCheck Marks or the ownership thereof. Subscriber will refrain from performing any acts that might discredit, disparage, dilute, infringe or negatively affect the value of the TeleCheck Marks or constitute unfair competition with TeleCheck or TCI. Subscriber will use the TeleCheck Marks pursuant to any guidelines provided by TeleCheck, as may be amended from time to time. The following will appear at least once on every piece of advertising or promotional material created by Subscriber that uses the TeleCheck Marks: “The [‘Applicable Mark’] trademark is owned by TeleCheck International, Inc. and is licensed for use by [‘Subscriber Name’]”.

15.3 Intellectual Property Ownership. This Agreement does not grant Subscriber with any right, title, interest, express or implied license (except as otherwise specifically granted under this Agreement) to any patent, TeleCheck Marks, copyright, trade secret or proprietary right associated with the Warranty Services, TeleCheck system, applications or business methods (or those of TeleCheck’s affiliates or subsidiaries) required or provided in connection with the Warranty Services; or arising from TeleCheck’s, its affiliates’ or subsidiaries’ research and development activities.

16. Data Use; Analytics. TeleCheck will own all right, title and interest to the data or other information relating to an Item or a Consumer (such data or information, “Transaction Data”) that it obtains in connection with providing its Warranty Services under this Agreement. TeleCheck may use any credit information provided by Subscriber to a TeleCheck affiliate in connection with TeleCheck’s credit review of Subscriber; and TeleCheck may share any experiential information it has regarding Subscriber with TeleCheck’s affiliates. TeleCheck’s rights and obligations under this Section are all subject to compliance with applicable Legal Requirements.

17. General.

17.1 Independent Contractor; Third Party Beneficiaries; Subcontractors. The parties are independent contractors. Neither party will have any authority to bind the other. This Agreement is entered into solely for the benefit of TeleCheck and Subscriber, and will not confer any rights upon any person not expressly a party to this Agreement, including Consumers. TeleCheck may subcontract with others to provide Warranty Services.

17.2 Publicity. TeleCheck may use Subscriber's name in publicity indicating that TeleCheck and Subscriber have entered into a contractual relationship.

17.3 Assignment. Neither party may assign this Agreement without the other’s prior written consent, which will not be unreasonably withheld; provided, consent is not needed for TeleCheck to assign this Agreement to an affiliate or subsidiary, or in connection with a merger, acquisition or sale of all or substantially all of its assets. Any assignment in violation of this Section will be deemed null and void. This Agreement will extend to and be binding upon any permitted successors and assigns.

17.4 Operating Procedures. Subscriber agrees to use the Warranty Services in accordance with the requirements, and written policies and operating procedures that are provided from time to time by TeleCheck, which may be provided by written or other electronic delivery means.

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17.5 Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas (without regard to its choice of law provisions).

17.6 Jurisdiction and Venue. All issues arising from this Agreement shall be resolved in the courts in Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of eithr party to seek and secure injunctive relief from any competent authority as contemplated herein.

17.7 Waiver of Jury Trial. TELECHECK AND SUBSCRIBER IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.

17.8 17.9

Force Majeure. Neither Subscriber nor TeleCheck will be held responsible for any delays in or failure or suspension of Warranty Services caused, directly or indirectly, by (i) power failure; (ii) delay or error in clearing or processing a transaction through the ACH Network or Federal Reserve system, if applicable; (iii) the nonperformance, delay or error by a third party or in any other third party system, including, without limitation, failures or fluctuations in telecommunications equipment, transmission links or other equipment; (iv) any outbreak or escalation of hostilities, war, riots, terrorism or civil disorders in any country, strikes, labor difficulties, fire, inability to operate or obtain service for its equipment, unusual delays in transportation, earthquake, fire, flood, elements of nature or other acts of God; (v) any act or omission of the other party or any government authority; or (vi) other causes, all reasonably beyond the control of the impacted party.

17.9 Attorney Fees Related to Contract Obligations. The prevailing party in any legal action related to a dispute under this Agreement will be entitled to recover its reasonable attorneys’ and other fees and expenses, unless specifically barred by applicable Legal Requirements.

17.10 Notices. Except as specifically provided otherwise, all formal notices required or permitted under this Agreement (other than those involving normal operational matters relating to the Warranty Services) will be (i) in writing; (ii) sent by registered mail (return receipt requested) or nationally recognized courier (with tracking and delivery confirmation requested); and (iii) will be deemed to have been given on the date shown on the return receipt if sent by registered mail or the date shown on the delivery confirmation if sent by nationally recognized courier. Notice given in any other manner will be effective when actually received.

Notices to Subscriber will be sent to the following address: .

Notices to TeleCheck will be sent to the following address: TeleCheck Services, Inc., Attn: General Manager, 5251 Westheimer, Houston, Texas 77056; with an additional copy to: TeleCheck Services, Inc., Attn: Legal Counsel, 5251 Westheimer, Houston, Texas 77056.

17.11 Headings. The headings contained in this Agreement are for reference only.

17.12 Severability. Any provision of this Agreement that is determined to be illegal, invalid or unenforceable will be void; and the remainder of this Agreement will continue in full force and effect. The parties will substitute a valid provision approximating the intent and economic effect of any invalidated provision.

17.13 Entire Agreement; Amendment; Waiver; Counterparts. This Agreement constitutes the entire agreement between TeleCheck and Subscriber, and supersedes all prior agreements, written or oral, between the parties related to the Warranty Services. This Agreement includes and incorporates all attached addenda, schedules or exhibits. Except as specifically provided otherwise in this Agreement, any amendment to this Agreement must be in writing and signed by TeleCheck and Subscriber. The words “including”, “include” and “includes” will each be deemed to be followed by the term “without limitation”. No delay or single, partial, failure, abandonment or discontinuance of either party to exercise any right, power or privilege under this Agreement will affect such right, power or privilege. The parties’ rights and remedies under this Agreement are cumulative and not exclusive. This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Facsimile, electronic or other copies of the executed Agreement are valid and effective.

17.14 Survival of Obligations. The rights and obligations of the parties that would be intended to survive by their nature or context will survive expiration or termination of this Agreement.

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EXECUTED:

CITY OF DENTON, TEXAS TELECHECK SERVICES, INC.

By: By: Name: Name: Alain Barbet Title: Title: SVP/GM

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*** CONFIDENTIAL *** TeleCheck Services, Inc. *** CONFIDENTIAL ***

SCHEDULE A

FEE SCHEDULE for ELECTRONIC CHECK ACCEPTANCE and CHECKS-BY-PHONE WARRANTY SERVICES for THE CITY OF DENTON, TEXAS

FEES:

Inquiry Rate (ECA Warranty Transactions – Police Dept only) $ 0.45%

Transaction Fee (ECA Warranty Transactions) $ 0.17

Inquiry Rate (Paper Warranty Transactions) 0.45%

Transaction Fee (Paper Warranty Transactions) $ 0.17

Inquiry Rate (Checks-by-Phone) $ 1.95%

Transaction Fee (CBP Warranty Transactions) $ 0.17

Warranty Maximum (ECA Services) $25,000.00

Warranty Maximum (Paper Services) Face Value

Warranty Maximum (CBP Services) $5,000.00

Monthly Minimum Fee $10.00 (per product/bill to)

Correction Fee $5.00

Subscriber Requested Operator Call Fee $2.50

Monthly Connectivity Fee (if using VPN connection) $750.00

Monthly Connectivity Fee (if using MPLS connection) $1,500.00

Statement/Processing Fee $5.00

Terminal Application Update Fee $.00

Set-Up Fee $.00

Equipment $n/a

*Any requests by merchant that are non-standard to TeleCheck relating to boarding of services, reporting or changes to data transmission (including re-certifications), or any requests that require information system development by TeleCheck, are subject to additional fees to be mutually agreed by the parties.

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Exhibit “C”

SUPPLEMENTAL SCOPE OF WORK & SPECIFICATIONS

OPTIONAL ELECTRONIC CHECK PROCESSING

The City desires electronic check processing services (conversion with verification and guarantee) for the purpose of collecting payments for 24 merchant accounts (Point of Purchase - POP and/or Mail Order/Telephone Order - MOTO). The primary scope of work and specifications are outlined in Exhibits A and B to this Contract. The following supplements the scope of work and specifications not specifically addressed, as applicable, in either the TeleCheck Verification Services Agreement and Pricing (Exhibit “A”) or the TeleCheck Warranty Services Agreement and Pricing (Exhibit “B”):

1. TeleCheck shall provide industry standard hardware utilizing horseshoe bendstyle check processor with COM or USB (preferred) connectivity to interface with cmTent Microsoft Windows-based desktop computer.

2. Processor must perform MICR-capture, two-sided check imaging, with endorsement of the item in one pass and/or electronically franked “presented.”

3. TeleCheck shall provide daily batch settlement in Central Standard Time (CST) to City. TeleCheck shall provide return check notifications via funding reports to City.

4. TeleCheck’s funding reports shall reflect identifying cashier number and location and shall reconcile to batches daily.

5. TeleCheck shall engage in appropriate payment item re-deposit/re-presentation strategies.

6. TeleCheck shall provide real time authorization of payment items including notification of declines and coded reasons for decline.

7. TeleCheck shall provide a toll-free number for the support of City’s payees whose transactions are subject to processing through Verification Services or Warranty Services.

8. TeleCheck shall provide settlement via ACH into the City's bank account designated for funding within 48 hours following batch close by a Merchant on or before 11:59 p.m. Central Standard Time (CST).

9. TeleCheck will provide Merchants with batch auto-close functionality.

10. TeleCheck shall provide a separate Merchant Identification Number (MID) for each location. MIDs issued under this Agreement shall be grouped in hierarchy under City’s department structure. MIDs issued under this agreement shall include and imbed a 4-digit (or

Contract# 5955-Telecheck

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

less) reference number, as designated by the City (“City MID”). Each such City MID shall be identifiable in addenda information provided in the ACH funding process.

11. TeleCheck will support the posting of settled batch amounts to City’s bank account. Such amounts shall not be reduced by applicable discount fees (i.e. gross settlement).

Contract# 5955-Telecheck

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Exhibit “D”

INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS

Upon contract execution, all insurance requirements shall become contractual obligations, which the successful TeleCheck shall have a duty to maintain throughout the course of this contract.

STANDARD PROVISIONS:

Without limiting any of the other obligations or liabilities of TeleCheck, TeleCheck shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.

TeleCheck shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements. TeleCheck may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, TeleCheck shall not commence any work or deliver any material until it receives notification that the contract has been accepted, approved, and signed by the City of Denton.

All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:

 Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better.

 The parties acknowledge TeleCheck is well-capitalized to cover reasonable deductibles as customer for TeleCheck’s size.

 Liability policies shall be endorsed to provide the following:

. Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers.

. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.

 Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date.

 Should any of the required insurance be provided under a claims made form, TeleCheck shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.

 Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be

Contract# 5955-Telecheck

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

included in the general annual aggregate limit, the TeleCheck shall either double the occurrence limits or obtain Owner’s and TeleCheck’s Protective Liability Insurance.

 Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse.

SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:

All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted:

[X] A. General Liability Insurance:

General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the TeleCheck. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies.

If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:  Coverage A shall include premises, operations, products, and completed operations, independent TeleChecks, contractual liability covering this contract and broad form property damage coverage.

 Coverage B shall include personal injury.

 Coverage C, medical payments, is not required.

If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:

 Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent TeleChecks and property damage resulting from explosion, collapse or underground (XCU) exposures.

 Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability.

All General Liability insurance is secured by a letter of credit issued by TeleCheck to the insurer for the purpose of meeting the deductible amount if for any reason TeleCheck cannot pay such deductible amount.

Contract# 5955-Telecheck

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Exhibit “E”

TeleCheck agrees to forward a signed and notarized Form 1295, more fully described below, to the City of Denton prior to the award of the Contract, pursuant to Government Code 2252.908:

Certificate of Interested Parties Electronic Filing

In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the TeleCheck submits a disclosure of interested parties (Form 1295) to the City at the time the TeleCheck submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission.

To obtain the Form 1295, TeleCheck shall:

1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to [email protected] with the contract number in the subject line. (EX: Contract 1234 – Form 1295)

The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged by City, City will ensure it is posted to the Texas Ethics Commission’s website within seven business days following such acknowledgment.

Contract# 5955-Telecheck

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

City of Denton RFP #5955

Response to Request for Supply of Debit/Credit Card and Electronic Check Processing Services Proposal

November 13, 2015

Submitted by: Chichi Ogbuagu Wholesale eReceivables Consultant 214-740-1304 [email protected]

Aaron Cook Commercial Relationship Manager 214-661-1245 [email protected] DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

5955 Pricing Sheet- Credit Card/Debit Card and Electronic Check Processing Services

Wells Fargo

12 Month Average Walnut Creek, CA Dollar Item 12 Volume Volume Mo. Fee per Item Point of Purchase (POP) - 24 Locations Check Verification $ 750,000 1,200 12 $ 0.170 Credit Card - Utility Customer Service (Billing) $ 100,000 300 12 $0.015 + 0.015% Credit Card - All Others $ 300,000 5,700 12 $0.015 + 0.015% Debit Card - Utility Customer Service (Billing) $ 150,000 1,000 12 $ 0.015 Debit Card - All Others $ 60,000 1,000 12 $ 0.015 Mail Order/Telephone Order (MOTO) - 18 Locations Check Verification $ 150,000 350 12 $ 0.170 Credit Card $ 100,000 500 12 $0.015 + 0.015% Point of Purchase (POP) - Police Department only Check Guarantee $ 100 1 12 $0.17 + 0.045% Credit Card $ 200 4 12 $0.015 + 0.015% Debit Card $ 50 2 12 $ 0.015 Mail Order/Telephone Order (MOTO) - Police Department only Check Guarantee $ 100 2 12 $0.17 + 1.95% Credit Card $ 1,000 1 12 $0.015 + 0.015% Internet Credit Card Transactions Municipal Court $ 130,000 500 12 $0.015 + 0.015% Utilities Customer Service (Billing) $ 4,300,000 20,000 12 $0.015 + 0.015% Building Inspections $ 50,000 150 12 $0.015 + 0.015% Library* $ 1,500 80 12 $0.015 + 0.015% Miscellaneous Chargebacks $ 2,000 8 12 $ 5.000 Tempus Fees $ 0.400 PaymentMate Onboarding Fee 52 $ 149.000 Transarmor Fees $ 0.010 Payment Gateway Fees - Building Inspections Internet Payments $0.05 + $20/mo. Total Fees

Cost of Equipment: Tempus Check Processing Equipment - CheXpress CX30 54 $ 359.00 $ 19,386.00 Tempus Card Processing Equipment - Ingenico iSC250 54 $ 652.00 $ 35,208.00 Tempus Card Processing Equipment - Swivel Stand 54 $ 85.00 $ 4,590.00 Tempus Receipt Printer Equipment - Epson Thermal Printer 54 $ 219.00 $ 11,826.00 $ 71,010.00 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

November 9, 2015

Karen E. Smith Assistant Purchasing Manager 901-B Texas Street Denton, TX 76209

Dear Ms. Smith,

Wells Fargo Merchant Services is pleased to provide our response to the City of Denton's Request forSupply of Debit/Credit Card and Electronic Check Processing Services #5955. Wells Fargo is committed to a relationship built on high standards, collaborative thought, process and innovation. We work closely with all of the Wells Fargo partners to deliver products and services backed by financial strength, technology and a commitment to service excellence. Additionally, Wells Fargo is proud to have previously worked with City to provide Depository and Treasury Management Services. Your Wells Fargo team brings a combination of local relationship management and national product leadership. We will continue to provide ongoing consultative services and creative solutions to enhance your current structure and improve overall efficiencies. Our promise is to meet or exceed the City's expectations. Your dedicated team is comprised of the followingindividuals: • Government Relationship Manager Aaron Cook 8 year bank tenure • Wholesale eReceivables Consultant Chi Chi Ogbuagu 4 year bank tenure • Treasury Management Sales Consultant Kathy Kendrick 30 year bank tenure • Treasury Management Sales Associate Mary Beth Benton 10 year bank tenure • Relationship Associate Dixie Highfield 23 year bank tenure We appreciate the opportunity to present our qualifications and look forward to working with you. If you have any questions about this proposal please contact either Chi Chi or me directly.

Sincerely,

Aaron P. Cook Chi Chi Ogbuagu Vice President Wholesale eReceivables Consultant 214-661-1245 214-740-1304 [email protected] [email protected] DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Table of contents

Executive summary ...... 1 Scope of work & specifications ...... 2 Part 1: Debit/credit card processing ...... 2 16. System requirements ...... 22 17. Point of purchase equipment ...... 23 18. Software updates ...... 27 19. Telephone lines and internet...... 28 20. Reporting requirements ...... 29 21. Operations and technical support requirements ...... 31 22. Supplies/equipment ...... 33 23. Error detection ...... 35 24. POP signage ...... 35 25. Chargebacks and copy requests ...... 36 26. Training and reference manuals ...... 36 27. Escalation procedures ...... 37 Part 2: Optional electronic check processing ...... 39 1. Check conversion (verifications and guarantee) ...... 39 2. Check verification ...... 44 3. Check guarantee ...... 44 4. Technology requirements ...... 48 5. Point of purchase equipment ...... 54 6. Escalation procedures ...... 55 Attachment A ...... 58 Attachment B ...... 69 Attachment C...... 73 Attachment D...... 74 Attachment E...... 75 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Attachment F ...... 76

Appendix

Merchant pricing and fees ...... Tab A TeleCheck, FD200 terminals, FD35 PIN Pad information ...... Tab B Merchant reporting samples ...... Tab C Wells Fargo Payment Gateway® information ...... Tab D Decision Manager℠ information ...... Tab E Wells Fargo Payment Gateway integration methods ...... Tab F Mobile payments information ...... Tab G Implementation overview, what to expect ...... Tab H Wells Fargo Merchant Services response conditions...... Tab I DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Executive summary

City of Denton desires to partner with a payment services provider who’s responsive, and who will be a strong advocate for best practices and process improvements. You want a payment-processing partner who’s very knowledgeable about the regulatory and compliance environment surrounding merchant card and check payments. In today’s payments climate where customer account data security is at the forefront, The City desires to ensure that all of its payment channels are secure and that sensitive payment data isn’t stored on The City’s systems and not made accessible to unauthorized persons. Where The City decides to store payment information, say for autopays – the sensitive portion of the data should be stored within the merchant services provider’s environment in a secure vault.

The City wants to ensure that all of its existing payment channels, that is, point of purchase, mail order/telephone order, and internet can be supported. In addition, The City desires that the payment- processing partner provide a vision as well as potentially implement pertinent emerging payment technologies such as EMV (smart card), NFC (near field communications) and contactless payments in line with evolving payment trends.

Wells Fargo has the expertise, the resources, and the systems and technologies to deliver across all of The City’s requirements listed above and even exceed expectations. We distinguish ourselves in the marketplace, and will with The City, in our approach to ensuring that we capture opportunities to drive efficiencies, speed up cash flows, and reduce costs, all the while ensuring that risks are minimized. Wells Fargo will provide experienced resources across each component of the merchant services ‘spectrum’ in order to provide a pleasurable and sustained onboarding, and payment processing relationship with The City. Our implementation team will work to ensure a smooth transition through taking a project management approach while communicating regularly and effectively with The City’s internal stakeholders, and they’ll be succeeded by a dedicated merchant relationship manager who will take on the ‘reins’ of being a responsive advocate for the City in supporting your daily needs.

Our processing and reporting systems are designed to provide visibility to The City on all aspects of the payments process that we control, and ‘actionable’ information will be readily available through our online reporting platform that will support management of processing fees to keep them minimized.

It is our people, and our ‘relationship’ approach towards conducting our business that’s the hallmark of our uniqueness and competitive advantage. Top of mind for us is to do what’s best for our customers above all else. We’re excited at the prospects of serving The City’s payments processing needs today, and for the future. Our proposal, which follows, outlines our capabilities vis-a-vis your requirements.

Please feel free to contact me directly regarding any aspect of our proposal and the solutions therein, and I look forward to the opportunity to present our solutions in person.

Sincerely,

Chichi Ogbuagu Vice President, Wholesale eReceivables Consultant (214) 740-1304 phone [email protected] DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Scope of work & specifications Part 1: Debit/credit card processing 1. List any other applicable credit card charges, including information on discount rates, government rates, and MasterCard/Visa utility rates, also monthly maintenance, statement, software and minimum transaction fees. Only the credit card charges listed on Attachment A and in this section will be acceptable in the monthly statement of charges. Like other merchant customers, controlling cost is an important initiative. Making sure you’re getting a competitive rate can sometimes be a challenge. That’s why Wells Fargo Merchant Services offers a low pricing structure, Interchange Plus Pricing. This pricing structure is a straight pass through of Payment Network costs plus a fee for transaction acquisition. It also makes your pricing transparent, allowing you to understand and compare rates across providers. Please refer to Appendix A for a detailed merchant pricing proposal. Additional information Interchange rates are governed by the Payment Networks and the rates change periodically. For the most current rates, please visit the following sites: Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus PIN Debit Networks Fee Schedule https://www.wellsfargo.com/biz/merchantdebitfees Service fees Our Service Fee Program allows merchants who accept payments for qualified tax, non-tax, and higher education to charge a flat fee or a percentage of the principal transaction. Because this can offset the cost of accepting card and eCheck payments, you have the option to offer more payment channels. With this model, you receive funds for the qualifying transaction amount. The service fee is calculated based on the total transaction amount and forwarded to Wells Fargo Merchant Services. What you need to know . Applies to all payment channels; face-to-face, telephone and mail order, and online . Service fee is paid to Wells Fargo Merchant Services based on total amount due to the City . Principal and fee post as two, separate transactions on payee’s statement . Must disclose fee at time of sale and allow payee to cancel the transaction . Must allow payment options to avoid service fee DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Convenience fees Convenience fees, on the other hand, can be assessed in general industries and are applied as a “flat dollar amount”. Per the Card Network regulations, the Convenience Fee must be assessed for the “convenience” associated with the merchant’s payment mechanism. An example of this would be where a merchant is charging a convenience fee for allowing payments through the internet. We will work with the City to understand your plans for the use of a convenience fee model and talk through the technology options for the application and reporting of convenience fees. For more information on fees, see Appendix A. 2. Please describe how phoned credit card transactions will be handled. Terminal FD 200Ti/First Data 200Ti Wi-Fi Terminal With the First Data 200Ti/First Data 200Ti Wi-Fi, you can process credit, debit, and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a built‑in check reader and imager that processes checks through the TeleCheck® Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000. Business types supported Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2. For more information on Telecheck Electronic Check Acceptance (ECA), the EMV capable FD200 terminals and the FD35 PIN Pad, see Appendix B. Wells Fargo Payment Gateway For accepting card payments by phone, card information may be entered into the card machine, or Wells Fargo can provide the City with access to our payment gateway virtual terminal, which can process both card and ACH payments by phone.

3. Describe in detail how the City of Denton’s processing program will be operated on a day to day basis. Provide transaction flow diagrams whenever possible. Terminal As a leading merchant acquirer, we fully support the needs of our customers to accept a variety of payment types from consumers. We focus on the types of payments that are getting traction in the marketplace and only enable payments when we are confident that they are safe for our merchants and offer genuine value. Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Card swipe or contactless Our point-of-sale solutions include wireless and mobile payment terminals, allowing our customers to accept card payments in the field as well as through Wi-Fi. We also support contactless payment capability, which lets merchants accept payments from contactless cards and other emerging non-card based payment types such as mobile phone. Smart card We also process smart card (also known as Europay MasterCard Visa or mobile NFC) transactions and have specific equipment that can process these transactions. Wells Fargo Payment Gateway With our online gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. Below is a diagram showing the transaction flow for electronic checks through our Wells Fargo Payment Gateway service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

4. Identify all subcontracts to be used for these services and what procedures will be used to monitor quality. We are a full service merchant provider and we rely on trusted partners. Wells Fargo partners with CyberSource, a Visa company, to offer our gateway service and TeleCheck for check processing. It’s important for customers to know they are working with a trusted provider who has experience and knowledge in the merchant services industry. With this knowledge and experience comes a deep-rooted understanding of your challenges and needs. Many customers like you have decided to work with Wells Fargo Merchant Services just for this reason. Here are some of the quality awards received within Wells Fargo Merchant Services and our team members. . 2014: Discover Acquirer Marketing Excellence Award . 2013-2010: Top Banking Team Award from the American Banker and U.S. Banker magazine. The Wells Fargo team has won this award four years in a row. . 2011: Executive Vice President, Debra Rossi, received Distinguished Payments Professional award from the Electronic Transaction Association. She is the first woman to receive this honor. In 1993, Wells Fargo and First Data Merchant Services joined to create Wells Fargo Merchant Services, LLC. Wells Fargo Merchant Services offers completely integrated processing. Wells Fargo also partners with CyberSource, a Visa® company, for the powering of our gateway service. Performance measurements Wells Fargo Merchant Services tracks a variety of performance measurements on a monthly basis. We continue to meet or exceed our established performance goals. Our records for meeting these performance levels for the previous quarter are included in the following table.

Performance measure and goal December January February 2014 2015 2015 Authorization system availability 100% 100% 100% 99.95% net of scheduled outages 24 hours a day, 365 days a year Chargeback timeliness 100% 100% 100% 95% processed in five business days Retrieval timeliness 100% 100% 100% 98% processed in two business days Customer service average speed of 87.78% 91.65% 85.89% answer 85% of calls answered within 30 seconds POS Help Desk average speed of 16.02 22.62 23.32 answer (seconds) 30 seconds DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

5. Explain what back-up procedures will be established in the event of a problem at the City of Denton and with the Respondent. Secure platform Our processing platforms are fault-tolerant by design with sufficient redundancy and capacity to sustain a complete outage and still be able to process transactions. We achieve average up-time availability of more than 99%, own, and maintain two geographically diverse and operational data centers. Each site acts as a backup to the other by using network diversity and processor redundancy. Authorization network . Monthly dial, backup testing . Geographically distributed architecture so single-site failure has zero effect on authorizations Settlement network . In-house backup site maintained in Omaha, Nebraska for disaster recovery to the settlement mainframe system . Primary and secondary platforms are geographically distributed so a site failure will not affect customers Backup sites Wells Fargo maintains backup processing sites under contract; we test them annually as part of routine disaster recovery and business continuity plans. Our authorization network consists of numerous platforms installed in two geographically dispersed data centers located in Chandler, Arizona and Omaha, Nebraska. These data centers are interconnected by numerous and diverse Wide Area Network (WAN) carriers so that any system, data center site, or WAN failure should not interrupt processing. Relationship manager Wells Fargo Merchant Services will assign the City a merchant services relationship manager who is responsible for providing proactive account management and superior ongoing support. Your merchant services relationship manager will be your main point of contact. In the unlikely event, the City is unable to process transactions, your merchant services relationship manager will advise you of alternative processing procedures. You’ll likely receive alternative procedures through email.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Relationship team The following is a brief biography for your assigned sales team:

Aaron Cook As your relationship manager, Aaron is Commercial Relationship Manager responsible for coordinating the team of specialists working on your banking [email protected] relationship. He has over 15 years of public 214-661-1245 finance experience as a commercial banker, 877-402-4580 fax investment banker, derivative marketer, and deputy director of debt management for two of the nation’s largest issuers of municipal debt. 1445 Ross Ave Aaron has worked with numerous issuers across 23rd Floor, Suite 2314 the country to implement and execute creative Dallas, TX 75202-2812 financing and treasury management solutions. While working for issuers of municipal debt, he oversaw the issuance of several billion dollars of long- and short- term debt for the Chicago Park District and the State of Illinois. Aaron holds a B.A. in political science from North Central College.

Chichi Ogbuagu Chichi’s primary responsibilities include working Vice President with the Wholesale Treasury Management group Wholesale Merchant Solutions in implementing services for all non-cash Sales Consultant account receivable merchant products. Chichi brings more than 10 years of experience [email protected] in the areas of sales, business development, 214-740-1304 marketing, training, and customer service 866-303-2563 fax operations.

1445 Ross Ave Suite 300, 3rd floor Denton, TX 75202

Kathryn C. Kendrick, CTP Kathy is responsible for providing customized Vice President treasury solutions for the City. She is dedicated Treasury Management Sales to helping the City receive the most efficient Consultant and cost-effective treasury management solutions, in addition to keeping you abreast of [email protected] new and enhanced treasury services and trends. 303-863-6257 866- 967-4765 fax Kathy has more than 20 years of experience with treasury management and is a member of the Rocky Mountain Association for Financial 1700 Lincoln Street Professionals. Kathy has the Certified Treasury 21st Floor Professional (CTP) designation. She received Denver, CO 80203 the Certified Cash Manager designation in 1996 that was later converted to the CTP designation. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Dixie Highfield, CTP Dixie works with your relationship manager to Relationship Associate help enhance the customer service experience. She serves as the liaison between you and the [email protected] various departments of the bank and acts as a 512-899-2082 backup when your relationship manager is not 886-412-5798 in the office. Dixie brings more than 11 years of experience 4801 Southwest Parkway to her current position and more than 18 years Building 1 of experience in banking. Dixie earned her 1st Floor Certified Treasury Professional Designation in Austin, TX 78735 2006. She is a member of the National Association for Financial Professionals and a past president of the Nebraska Association for Financial Professionals.

Mary Beth Benton Mary Beth supports your treasury management Treasury Management Sales sales consultant and will assist you with any Analyst treasury management questions when Kathy is unavailable. [email protected] Mary Beth brings more than 20 years of 972-599-4672 banking experience to her current position. She assists you directly with any items pertaining to 4975 Preston Park Blvd. the implementation of new services. Suite 350 Plano, TX 75093

. 6. Describe Respondent’s capability to meet the following requirements for internet, POP and MOTO. a. AAVS and CVVI verification required. Yes. We support both full and partial Address Verification Services (AVS) and we support Card Verification Value (CVV2). Internet Our internal systems are behind firewalls and in data centers protected by stringent physical security features. Access to all critical locations is controlled by a variety of access control systems, ranging from biometrics to CCTV and security guard monitoring. Data centers are equipped with central alarm systems, appropriate fire systems, secure server room architectures, and security personnel, among other features. Wells Fargo Merchant Services maintains the following security with merchant internet-based connections: . Encrypted data between merchant and data center servers (Secure Socket Layer 3) . Merchants provided with a mainframe access code and password . Merchants required to change the password every 30 days Terminal For information on how the FD200 terminal supports card verification for card-not present transactions for Visa (CVV2), MasterCard® (CVC2) Discover®, American Express, and Retail Address Verification service (AVS), see Appendix B. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Wells Fargo Payment Gateway The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: . AVS (card association address verification) . Verification by Visa and MasterCard card SecureCode . CVV2, CVC2, CID (verification of three or four digit verification number on card) b. Daily settlements based on Central Standard Time (CST). Funds must be available the same day, preferred, or next day. Deposits to the City’s bank account must be made daily and must reflect daily batch settlement totals. You can transmit settlement files at any time. To receive next business day funding to your Wells Fargo account, you must transmit settlement files by the established cutoff times. In the following table, we list the latest time that you can transmit Visa and MasterCard sales transactions in order to meet the settlement times.

Platform Latest transmission time (Central)

CardNet 1:00 a.m.

PayPal PayFlow Pro 8:00 p.m. on CardNet

PayPal PayFlow Link 8:00 p.m. Gateway on CardNet

Nashville 1:00 a.m.

PayPal PayFlow Pro 11:00 p.m. on Nashville

PayPal PayFlow Link 11:00 p.m. Gateway on Nashville

Authorize.net 5:00 p.m. Gateway on Nashville

FDI Global 11:00 p.m.

The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will transmit settlement files to:

Latest transmission time (Central)

American Express 10:00 a.m.

Discover Network* 4:00 a.m. and 5:00 a.m.

*Diners and JCB settlement files are processed through Discover Network. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

c. Must provide on-line reporting services allowing viewing capabilities of all transactions by Merchant Identification Number (MID). Service must allow exporting and downloading of all transactions for the City. You can view reports online and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level.

Hierarchy level Description

Lead Corporate level (corporate) Identifies if multiple chaining structures (Non-mandatory) are part of a large corporation. Allows entitled users to view reporting from Lead Corporate level down to Location level.

Corporate level (chain) Identifies if the merchant structure is a (Mandatory for multiple outlets of same single chain or part of a corporation. company) Allows entitled users to view reporting from Corporate level down to Location level.

Location level (outlet) Identifies that the merchant structure is (Mandatory for single-location at the Location level only and is not part merchants) of a chain or corporation. Allows entitled users to view Location level reporting only.

. d. Must provide chargeback information by e-mail, fax and/or on-line application. Yes. As part of our online merchant reporting service, you can manage and respond to chargeback and retrieval requests with our chargeback management tool. Using the chargeback management tool, you can work your chargebacks and retrievals electronically and submit scanned images of the required sales documents, eliminating the need for paper files. In addition, you can have increased control and audit functionality over your back office workflow. e. Must provide internet gateway service. Wells Fargo Payment Gateway service Wells Fargo and CyberSource have collaborated to introduce the Wells Fargo Payment Gateway service powered by CyberSource. The Wells Fargo Payment Gateway service is a comprehensive receivables platform solution from a trusted provider that provides a single integrated platform, credit card and eCheck payment acceptance, international processing capabilities, and robust reporting. Our solution is PCI compliant. The Wells Fargo Payment Gateway can help: . Improve the reconciliation process by providing matched reporting for Interchange and chargebacks . Reconcile at the transaction level with the use of a unique transaction identifier and minimize reporting errors . Tokenize payment information, eliminating the need to store the information on your servers . Process in global currencies, allowing you to expand your sales channel into new markets . Automate your reconciliation processing with a reporting Application Programming Interface (API) DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Further, our gateway service supports the following transaction types 24 hours a day, 365 days a year: . Capture: Capture of any previously requested authorization. . Capture with Verbal Authorization (Charge): Authorization obtained outside of the Wells Fargo Payment Gateway service (for example 800 authorization number) with capture using the Wells Fargo Payment Gateway service. . Refund: Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. . Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. . Account Updater: Account Updater integrated with the Wells Fargo Payment Gateway service is supported for records stored on file within the Wells Fargo Payment Gateway service. Account Updater is also available as a standalone application from the Wells Fargo Payment Gateway service. Our Wells Fargo Payment Gateway service can be integrated to work with any application that supports web services. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications already have interfaces compatible with the Wells Fargo Payment Gateway service’s core technical specifications. Electronic checks With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e- Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. Below is a diagram showing the transaction flow for electronic checks through our Wells Fargo Payment Gateway service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Billing services With our gateway service, you have the option of providing electronic billing services to your customers with our Subscription services. Subscriptions are available in three varieties. You can create and modify all types of subscriptions with the Simple Order Application Programming Interface (API), in the Business Center, or with the Hosted Order Page. On-demand subscriptions You can store a payment amount with the subscription. At any time, you can send a request to bill the customer for an amount you specify and our Wells Fargo Payment Gateway service will retrieve the necessary subscription information and use it to process the payment. Installment subscriptions Use an installment subscription when you want to process a specific number of regular payments. For example, you might offer a product that costs $75.00, and the customer pays three payments of $25.00 each. An installment subscription has all the on- demand subscription information as well as this additional information: . Number of payments . Collection amount . Frequency for collecting the payments: weekly, monthly, and so on . Start date for collecting payments For installment subscriptions, the Wells Fargo Payment Gateway service creates a schedule based on the subscription information and automatically bills the customer according to the schedule. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Recurring subscriptions Use a recurring subscription when you offer an on-going service that has no specific end. For example, you might offer an online service to which the customer subscribes and pays a monthly fee. A recurring subscription has all the on-demand subscription information as well as this additional information: . Collection amount . Frequency for collecting the payments: weekly, monthly, and so on . Start date for collecting payments For recurring subscriptions, the Wells Fargo Payment Gateway service creates a schedule based on the subscription information and automatically bills the customer according to the schedule. Tokenization Our gateway service supports tokenization of card data. This provides PCI security for card data “at rest” within the merchant’s servers by removing payment card information from the merchant completely, replacing the Primary Account Number (PAN) with a “token.” This token is then associated with the transaction and original card number for the life of the record. Fraud controls Additionally, when you use our online gateway service you have a powerful fraud prevention tool at your disposal. The Decision Manager service within our gateway is an optional administration dashboard that provides you with an automated and streamlined fraud management operation. This service uses global validation services, the business-user rule management console, and case management. Decision Manager makes it easy to adopt and manage fraud at a completely new level. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: . Access to over 150 global validation tests and services . Device fingerprinting . Velocity monitoring . IP Geolocation . Multi-merchant transaction histories/shared data . Global telephone directories . Global delivery address verification services . Positive and negative list . AVS (card association address verification) . Verification by Visa and MasterCard card SecureCode . CVV2, CVC2, CID (verification of three or four digit verification number on card) . Custom fields for your own data We’d like to discuss this fraud tool with you in detail. There are many different ways that you can set this tool up to help you fight fraud.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Secured storage . Process payments without storing or handling sensitive account data . Achieve payment security (PCI) certification faster and easier . Increase consumer trust and reduce brand risk . Protect your company from costly consumer notification requirements . Supports all payment actions and checkout models . Protects you from risk but doesn’t restrict payment flexibility or custom interaction with your systems Supported payment actions and checkout models include: . Recurring billing, installment billing . One-click buy . Settlement and partial settlement . Re-authorization . Credit and partial credit . One-time transaction Reporting and reconciliation Our Wells Fargo Payment Gateway service provides enhanced reporting tools that allows you to reconcile payments through all aspects of the payment cycle, including chargebacks and returns. You have the ability to view and search for all aspects of each transaction through a streamlined online interface, or you can integrate payment data into its own system using industry standard Web technologies. Additionally, with the use of the merchant defined field within our gateway service, you can speed up and simplify your reconciliation process. This merchant defined field is in all your report files and can be directly uploaded to your ERP system for automatic reconciliation. Reports can be generated weekly or monthly in CSV, XML, Excel, or PDF format (or programmatic download). You can also have report information automatically loaded to your financial systems through an API (Application Programming Interface) connection. Standard reports through our gateway service include the following information: . Summary of transactions, including authorizations, captures, and more . Currency and payment method used for payment transactions . Amount and count of payment transactions by payment method and by currency . Events related to certain types of payment transactions . Detailed information about payment and risk transactions International capabilities With our gateway service, we support local dollar funding (authorizing, settling, and funding in local currency) for U.S. and Canadian dollars. Local currency processing is available for Euros, Yen, and Australian and Hong Kong Dollars. U.S. Dollar funding (the cardholder pays in local currency) is supported for 140 currencies worldwide. International processing is also contingent on the POS system’s capabilities. Funding per currency is displayed in the table below. Interchange fees for local currency funding is netted daily and is based on U.S. Interchange rates or local Interchange rates, if eligible. Merchant account, gateway processing, and U.S. Dollar funding fees (including Interchange) are billed the following month. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Funding currency1 Card types2 Wells Fargo Non-Wells Fargo account account3

USD Visa, MasterCard, Next Business Day 2 - 3 business days and Discover Network Full Service

CAD Visa and MasterCard 4 business days 4 - 5 business days

GBP Visa and MasterCard 4 business days 4 - 5 business days

EUR Visa and MasterCard 4 business days 4 - 5 business days

AUD Visa and MasterCard 4 business days 4 - 5 business days

HKD Visa and MasterCard 4 business days 4 - 5 business days

JPY Visa and MasterCard 4 business days 4 - 5 business days

1Funding timelines applicable to all transactions processed prior to 11:00 p.m. CT settlement cutoff. 2Wells Fargo is unable to quote American Express and non-Discover Network Full Service as they provide their own funding schedules outside of the Wells Fargo environment. 3Wells Fargo will remit funds to a non-Wells Fargo Account on the fourth business day. However, depending on the financial institution, they may not fund your account until the fifth business day or later. Our experience is most funding occurs within five business days. 7. Describe how Respondent will notify payer of the dollar amount of all payments and obtain the payer’s approval (electronic or otherwise) of such payments prior to initiating credit and/or debit authorizations. Terminal The buyer would be aware of the purchase price at the time of purchase. Wells Fargo Payment Gateway Through our gateway service, the customer is prompted through each step of the payment making process. The breakdown of the payment is clearly displayed for the customer to decision before they make a payment. 8. Describe how Respondent will provide payers with electronic confirmation of payment transactions. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Once the transaction is approved, the customer would get a copy of the transaction receipt. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Once the transaction is approved, the customer would get a copy of the transaction receipt.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Wells Fargo Payment Gateway Confirmation of payment is provided through the Wells Fargo Payment Gateway service. The payment confirmation page can be customized with the City’s look and feel. A similar error page can be displayed if there is a problem processing the payment. An example confirmation page is provided on the following page.

Additionally, an email confirmation can also be provided. An example email receipt is provided below.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

9. Describe how Respondent will electronically transmit all card transactions to the appropriate card processing center, in real time, as the transactions occur, and balance and reconcile electronically captured transactions on a daily basis. Terminal We support a wide range of transmission methods, including batch and real-time for MPLS, satellite (VSAT), Internet Protocol Network (IPN), dial-up, internet, and wireless. Our networks and systems have established performance parameters, but transactions also flow through the Payment Networks (Visa and MasterCard), issuing banks, third- party processors, and the merchant’s systems and networks. With that, we can only report on response times within our own systems. However, some merchants have provided us with their observed response times, and we have done testing to give us an indication of what to expect. Based on internal measures, merchant feedback, and testing observations, you can expect average responses times as indicated in the following table:

Authorization method Peak response time Off-peak response time

Dial-up 8 − 9 seconds 8 – 9 seconds

Internet 2 – 3 seconds 2 – 3 seconds

MPLS 2 – 3 seconds 2 – 3 seconds

VPN 2 – 3 seconds 2 – 3 seconds

. Wells Fargo Payment Gateway Real-Time Authorization Flow Cycle . Cardholder presents a card to pay for their purchases. For card-absent transactions, the cardholder provides the merchant with the account number, expiration date, billing address, and CVV2. . Merchant swipes the card, enters the dollar amount, and transmits an authorization request to the merchant bank. For card-absent transactions, the account number and other information may be digitally or key-entered into the gateway service. . Wells Fargo electronically sends the authorization request to the Payment Network. . Payment Network passes on the request to the card issuer. . Card issuer approves or declines the transaction. . Payment Network forwards the card issuer’s authorization response to us. . We forward the response to the merchant. . Merchant receives the authorization response and captures the transaction using the gateway service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Settlement and funding . Gateway service settles the capture at 11:00 p.m. CT. . Wells Fargo credits the merchant’s account and electronically submits the transaction to the Payment Network for settlement. . Funds are available the next business day to a Wells Fargo Demand Deposit Account (DDA) for U.S. Dollars and four business days for local currencies.*,† *Funding to a non-well Fargo DDA may take longer to process. †American Express and Discover Direct will also take longer to fund, regardless of where the deposit account is located

The City can always access details about transactions sent to Wells Fargo Merchant Services for authorization and settlement through our online merchant reporting tool. At the end of the day — or whenever is best for your business — transactions are sent for final settlement to the cardholders’ financial institutions. Once settled, we deposit this batch total to your account and report it on your merchant statement. The batch detail report contains both the summary batch information as well as the detail batch information including learner, payment type, and date. Account reconciliation . Reporting is available online the next business day

. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

10. Describe how Respondent will retain credit authorization logs and transaction records for such period of time as required by applicable law and the rules, regulations and operation procedures of the respective card organizations, and records shall contain the following information: transaction type, date and time of transaction, City account number, and card’s account number and expiration date, card holder’s name, dollar amount of transaction and approval code. Yes. We can accommodate all of the City account information storage requirements with our online merchant reporting system. You can access detailed historical information and historical summary reports about sales, refunds, and chargebacks. You can view all reports through the dashboard or through the scheduled report option. The following table illustrates the time frame for the storage of your historical data:

Detailed information or report Number of months available

Batch summaries 13 months + current month

Cardholder detail 6 months + current month

Authorization list and detail 6 months + current month

Chargeback lists 5 months + current month

Chargeback detail 6 months + current month

Checking account transfers 6 months + current month

Online outlet statement 5 years

Financial history 13 months

. 11. Provide City of Denton with logos, graphics, and other appropriate marketing materials for citizen communication in English and Spanish. Once we have opened and activated your merchant account, you will receive a complimentary Welcome Kit with supplies to help you get started. The kit includes card payment network decals (Visa, MasterCard, Discover, and American Express), receipt roll paper, sales drafts, and credit slips. When you need to refill or order more supplies, call our Merchant service customer service number 1-800-451-5817 and they will help you get what you need for your specific business and equipment, and they will discuss any costs with you. While we do not offer a Spanish Welcome Kit at this time, Wells Fargo Merchant Services has Spanish-speaking team members in our customer service, Point-Of-Sale, and chargeback phone centers. In addition, we use the services of the AT&T Language Line for immediate, online interpretation and translation in 140 languages. We do not provide advertising allowances. 12. Provide City of Denton with monthly reports (in a mutually agreed upon format) summarizing use of the services for the applicable reporting period. Sample report must be included in this proposal. Yes. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. For samples of merchant reports, see Appendix C. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

13. Provide internet payment service in both English and Spanish. Wells Fargo Merchant Services has Spanish-speaking team members in our customer service, Point-Of-Sale, and chargeback phone centers. In addition, we use the services of the AT&T Language Line for immediate, online interpretation and translation in 140 languages. . Web pages can be designed to accommodate Spanish language preference. 14. Explain how the Respondent will handle any copy requests or chargebacks for the City of Denton. Chargeback support You can work with your merchant services relationship manager for help with managing chargebacks. You will receive guidance and support in managing and collecting the correct paperwork needed for chargeback reversals and dispute resolutions. Cardholders Because the cardholder dispute process differs depending on the card issuer, cardholders work directly with their respective credit card company to resolve a dispute or chargeback. Merchants Once you receive a chargeback advice request, you have 20 calendar days to fax a clear and legible copy of the sales record. If you’ve already issued a credit, you must respond to the chargeback notice by sending a copy of the credit record, including the date and the amount that the cardholder account was credited. To dispute a chargeback, you must provide a clear copy of the sales order showing: . Date of original sale or credit . Cardholder’s account number and name . Description of goods and services . Total amount of the sale . Total amount of the chargeback . Date of authorization and approval code . Dated cover letter detailing the reasons for requesting a review of the chargeback . Supporting documentation such as an Address Verification Service (AVS) code, delivery confirmation, or any correspondence with the cardholder If the documentation is received within reversal time frames and the dispute warrants a reversal of the chargeback to the card issuer, we will return the item to the card issuer, and your account will be credited. Dispute Manager As part of our online merchant reporting tool, BusinessTrack®, you can manage and respond to retrieval requests and chargebacks with Dispute ManagerSM. Dispute Manager is an online chargeback management tool that lets you work chargebacks electronically and submit needed sales documents through scanned images. Dispute Manager offers chargeback and retrieval processing and management in a highly secure and automated, online environment. Dispute Manager lets you work chargebacks and retrievals online, reducing the time and expense of faxing and mailing, and eliminating the need for paper files. In addition, this service provides you increased control and audit functionality over your back office workflow. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Benefits . Save time — Streamline your chargeback and retrieval management process with this automated system . Be more independent and efficient — Manage cases online for faster and easier dispute resolution . Enhance your financial power — Control workflow in the back office in real time, and increase your audit functionality . Decrease losses — Respond quickly to retrieval requests and decrease the possibility of a chargeback resulting from a non-response . Streamline reconciliation — Download information for easy analysis . Reduce costs — Save on mail and fax expenses, and gain efficiencies through better time management and financial controls 15. Red Flag Act Rules and Fair & Accurate Credit Transactions (FACT) Act. The Respondent is required to comply with the Red Flag Rules and the FACT Act. The Respondent must ensure that all nonpublic personal customer identity information provided by the City remain confidential by maintaining safeguards for the information received. The Respondent will not disclose or use such information for any purpose other than is reasonably necessary to fulfill the purpose for which such information was provided by the City or otherwise permitted by applicable laws. A signed service provider acknowledgement must be completed in conjunction with the Respondent Services Contract. Wells Fargo Merchant Services has designed procedures, standards, and technology to protect the City’s information at every transaction level. We adhere to a strict policy to safeguard the privacy of our customers. To highlight our commitment to privacy: . We do not sell our customers’ information to third parties . We do not share customer information with third parties who have an interest in marketing to your organization . We give you a choice of how you want your information to be shared within the Wells Fargo family of companies

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

16. System requirements a. Point of Purchase (POP) processing terminals for handling electronic check verification and/or guarantee, and batching and debit or credit card authorizations are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (Preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Respondent software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling both card-present, and card-not-present transactions and associate each with the correct fee schedule. Terminal: Check acceptance for the electronic age Card present FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. With the First Data 200Ti/First Data 200Ti Wi-Fi, you can process credit, debit, and gift cards, plus secure check transactions with one space-saving payment terminal. This terminal features a built‑in check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000. Card not present The FD200 terminal supports card verification for card-not present transactions for Visa (CVV2), MasterCard (CVC2) Discover, American Express, and Retail Address Verification service (AVS), see Appendix B. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. The terminals are software based so the updates are maintained for you. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. Our gateway service supports the following transaction types 24 hours a day, 365 days a year: Authorization Real time, including $0.00 authorizations for Visa card and $1.00 authorizations for all other card types. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Capture Capture of any previously requested authorization. Capture with Verbal Authorization (Charge) Authorization obtained outside of the gateway service (for example 800 authorization number) with capture using the gateway service. Refund Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids Voids capture transaction prior to the gateway settlement cutoff time of 7:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Account Updater Account Updater integrated with the gateway service is supported for records stored on file within the gateway service. Account Updater is also available as a standalone application. For information onTelecheck Electronic Check Acceptance (ECA) service, see Appendix B. For information on our Wells Fargo Payment Gateway, see Appendix D. b. Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location >> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reporting should be web-based, and accessible in real-time. Transaction data should be captured either locally on City provided database and hardware platforms or remotely at the Respondent’s location as long as reporting needs are effectively met. Yes. We can meet all of the City’s reconciliation requirements; we offer 100’s of reporting options including customized reports. Our reports are available online and with real time information. 17. Point of purchase equipment a. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. Terminal Software upgrades are updated and maintained for you at no charge. We recommend that the City use the FD 200 terminal, which does both card, and check plus the FD 35 EMV pin pad to support smartcard or contactless payments. Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: . Your account is active and processing through Wells Fargo Merchant Services . The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services . Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. The City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. . Terminal with an integrated printer: $225.00 . FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*.

*Our equipment vendor will ship three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For detailed pricing, see Appendix A. For more information on the EMV capable FD200 terminals, the FD 35 EMV pin pad to support smartcard or contactless payments see Appendix B. Wells Fargo Payment Gateway Our services are internet based and all software upgrades are updated for you and at no charge to the customer. For detailed pricing, see Appendix A.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

b. Debit/Credit Card Terminal – Industry standard hardware utilizing 3-track magnetic stripe reader, integrated PIN pad and display unit with COM or USB (Preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Terminal must be EMV capable (contact/contactless). Terminal should have the ability to be placed within the customer’s reach for transaction processing so as to afford the customer the added security benefit of card retention. Terminal display would be programmed with all relevant customer prompts and responses so as to minimize cashier instruction. Terminal For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. c. Receipt Printer – Industry standard thermal printer hardware using Parallel, COM or USB (preferred) communication to connect to current Microsoft Windows-based desktop computer. Receipt would provide the following information for all transactions: (1) credit cards - City logo or name, department, address, phone number, operator, transaction date and time, card holder’s name, last four digits of card used, transaction amount, approval code, other City required data, and signature line. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Receipt Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs. Wells Fargo Payment Gateway Our easily assessable online gateway solution provides confirmation of payment be provided through the Wells Fargo Payment Gateway service. The payment confirmation page can be customized with the City’s look and feel. A similar error page can be displayed if there is a problem processing the payment. An example confirmation page is provided on the following page. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Additionally, an email confirmation can also be provided. An example email receipt is provided below.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

18. Software updates a. The City expects that software “bugs” will be addressed within a reasonable and fair time frame under the basic maintenance agreement held with the Respondent. A software “bug” is defined as a glitch, anomaly, or other reproducible condition that materially affects the proper operation of the software as designed, and prevents the City from using the software as intended. Terminal The terminals are software based so the updates are maintained for you. Wells Fargo Payment Gateway Our gateway is completely software based so all of the updates are done for you. b. The City may request additional features or functionality during the duration of the contract. City and Respondent will agree whether these enhancements constitute a material change above and beyond what is covered under the standard maintenance agreement for the software. In the event that the changes represent a billed-for service, the City will have the option to purchase the enhancement, and incorporate the ongoing support for that enhancement as part of the standard maintenance agreement. We agree. c. Respondent is responsible for ensuring that their software functions on current mainstream desktop computers. This includes hardware not to exceed 4 years in age, and the current public release of the Microsoft Windows desktop operating system for business and professional use with all required security patches installed. If the client software is deployed in a browser, it must be compatible with the current retail release of Microsoft Internet Explorer (Internet Explorer II) with all required security patches installed. It is the Respondent’s responsibility, under the terms of the maintenance agreement, to resolve issues arising from the application of critical Microsoft patches that may interfere with the proper operation of the Respondent’s software. Terminal The suggested terminals are software based, so the updates are maintained for you and require minimal involvement from the City. We do not charge for software or for software upgrades. Wells Fargo client services, technical support, and terminal support are available to the City 24 hours a day, 365 days a year. Your merchant services relationship manager is available to assist you as well. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. d. City is expected to have access to new releases of software free of charge under the terms of the annual maintenance agreement. Terminal The suggested terminals are software based, so the updates are maintained for you and require minimal involvement from the City. We do not charge for software or for software upgrades. Wells Fargo client services, technical support, and terminal support are available to the City 24 hours a day, 365 days a year. Your merchant services relationship manager is available to assist you as well. Wells Fargo Payment Gateway Our online based service is completely software based so all of the updates are done for you. 19. Telephone lines and internet a. None of the peripherals used in any solution will use a conventional telephone line to process transactions; all transactions will be handled over the internet. In the event that internet processing is unavailable, transactions will be queued for processing at such time as Internet connectivity is restored. This queuing process may be manual, or integrated into the software (preferred). Provide an explanation of how face-to-face credit card transactions can be authorized and then processed later in the Respondent software. Yes, we fully support this function. First Data 200Ti/First Data 200Ti Wi-Fi terminal features . 128 x 64 touch-screen technology . Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU . Wi-Fi capability (optional) . 96MB RAM standard memory . Five USB and two serial ports . Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs. . FD200 terminals support contactless payment technology with the appropriate peripheral.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Wells Fargo Payment Gateway Yes, we can fully support this function. Further, our gateway service supports the following transaction types 24 hours a day, 365 days a year: . Capture: Capture of any previously requested authorization. . Capture with Verbal Authorization (Charge): Authorization obtained outside of the Wells Fargo Payment Gateway service (for example 800 authorization number) with capture using the Wells Fargo Payment Gateway service. 20. Reporting requirements a. The City of Denton will require on-line access to daily funding notices, exception items and weekly and month-end summary reports. One hard copy of each report must be sent to the City of Denton by U.S. mail to the attention of the Assistant Director of Finance. The daily funding notice must also be faxed or e-mailed each day. The City of Denton has a tiered account structure and reports and transaction information must be accessible within each tier. Yes. We can meet all of the City’s reconciliation requirements; we offer 100’s of reporting options including customized reports. Our reports are available online and with real time information. For more information on our reporting options, please see the response to section #20 b., see below response. b. For this proposal, describe the contents and distribution frequency of all of the reports that will be provided to the City of Denton. Sample reports must be included in the proposal. Getting the information you need when you need it, is important to many businesses like yours. That’s why you can access your payments-related data quickly and easily with our online merchant reporting tool, BusinessTrack. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Reports available The ClientLine® reporting tool features six types of Sales and Funding reports.

Report name Description

Transactions Transactional reports for reconciling to a POS or looking at overall transaction volume Bank Deposits Funding reports for reconciling to your bank account

Adjustments Deductions made from your total sales (chargebacks, fees, Interchange charges, etc. Refunds Refund data for monitoring of potential fraud

Debit Suspense* Authorized PIN debit transactions for which payment could not be received from the issuer

*applicable only to merchants accepting PIN debit Today’s Data* Total funding amount to be paid today

*applicable only to merchants set up for same funding

. The Report Wizard lets you custom build each report to your own specifications. Please refer to the Appendix C for our merchant services standard reports, including detail and summary reports. How it works Rather than waiting for a report, you conduct the analysis that suits you, exactly when you need it. The City can select from more than 100 available reports or create your own by choosing which fields to include, from a comprehensive database that includes the processing of gift cards, checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. You decide what information you need to manage your business. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Features . Standardized, web-based reports that give you access virtually any time to payment processing information . Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees . Detailed reports for drilling down into specific locations, transaction types, adjustments, and more . Summary information for up to 13 months . Query builder to construct reports based on selected fields, across selected merchant locations . Reporting that can be emailed or faxed wherever you need . Credit, debit, and gift card activity summaries for any selected time period . Dispute reporting to help you manage chargeback and retrieval expenses Help your organization . Access payment processing information 24 hours a day, 365 days a year . Reduce calls to customer service departments . Drill down into funding events and reconcile total sales . Create reports and schedule their distribution You can visit www.BusinessTrack.com for an online tour. 21. Operations and technical support requirements a. The processing system provided must be fully automated and easy to use. Describe in detail how the program will be operated on a day-to-day basis. Additionally, explain what back-up procedures will be established for each item. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway With our service, you can easily manage payment risk and streamline your online payment processing channels. Implementing our service puts a secure, flexible, and PCI-compliant processing environment at your fingertips. You’ll have a single source for multiple payment options, report and reconciliation services, and tools to reduce transaction risk and manage fraud. Combine this with a Wells Fargo deposit account, and you’ll have access to next-business- day funding of your card payments. Our comprehensive receivables solution is powered by CyberSource and provides an integrated platform for credit card, debit card, and eCheck payment acceptance. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Features and benefits With our gateway solution, the City can: . Reduce your PCI scope as our gateway solution securely stores payment data . Tokenize payment information for greater security and reduced risk of exposure . Automate the fraud screening process using our fraud management tool and you only need to review orders that meet your criteria for manual review . Automate and speed up your reconciliation processing with a reporting Application Programming Interface (API) . Minimize reporting errors at the transaction level with the use of a specific transaction identifier . Speed up the reconciliation process with matched reporting for Interchange and chargebacks . Expand your sales channel to new markets with global currencies processing It’s easy to integrate any application that supports web services with our gateway. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications, already have interfaces compatible with our gateway service’s core technical specifications. Backup sites Our processing platforms are fault-tolerant by design with sufficient redundancy and capacity to sustain a complete outage and still be able to process transactions. We achieve average up-time availability of more than 99% and own and maintain two geographically diverse and operational data centers. Each site acts as a backup to the other by using network diversity and processor redundancy. Authorization network . Monthly dial, backup testing . Geographically distributed architecture so single-site failure has zero effect on authorizations Settlement network . In-house backup site maintained in Omaha, Nebraska for disaster recovery to the settlement mainframe system . Primary and secondary platforms are geographically distributed so a site failure will not affect customers Wells Fargo maintains backup processing sites under contract; we test them annually as part of routine disaster recovery and business continuity plans. Our authorization network consists of numerous platforms installed in two geographically dispersed data centers located in Chandler, Arizona and Omaha, Nebraska. These data centers are interconnected by numerous and diverse Wide Area Network (WAN) carriers so that any system, data center site, or WAN failure should not interrupt processing. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

With our highly redundant, server-based processing platforms, backup disaster recovery services have never been used as of October 2015. 22. Supplies/equipment a. It is critical that the Respondent provide the City of Denton with the necessary equipment and supplies for this program. Describe the entire process in detail and include: We recommend that the City use the FD 200 terminal which supports card and check processing and the FD35 PIN pad attachment which supports PIN debit, contactless, and smartcard/Chip card payments Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: . Your account is active and processing through Wells Fargo Merchant Services . The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services . Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. . Terminal with an integrated printer: $225.00 . FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For information on the EMV capable FD200 terminals with TeleCheck and the FD 35 EMV pin pad, that supports smartcard, contactless payments and mobile wallet payments see Appendix B. i. What equipment/supplies will be needed? We recommend that the City use a combination of the new FD 200Ti/First Data 200Ti Wi-Fi terminals with the FD35 PIN pads and our Wells Fargo Payment Gateway virtual terminal option. For information on the EMV capable FD200 terminals with TeleCheck and the FD 35 EMV pin pad. That support smartcard, contactless payments and mobile wallet payments, see Appendix B. For more information on Mobile payments, see Appendix G. For more information on our gateways service, see Appendix D. ii. Who should order them and how? You can order supplies by contacting either your merchant services relationship manager or our Wells Fargo Merchant Services Supplies Desk at 1-800-451-5817. iii. From whom and where they are to be ordered? Wells Fargo Merchant Services Supplies Desk at 1-800-451-5817. iv. What time schedules should be used for placing orders? Most items are well stocked and ship out within 48 hours. v. Please list the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. For detailed pricing information, see Appendix A.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

23. Error detection a. It is important that the Respondent does everything possible to identify errors for the City of Denton. Describe actions the Respondent will take to identify and correct errors. Include how different errors will be handled such as interchange rates, late daily settlements, etc. Also include methods for notifying the City of Denton of these errors and advise what level of support front line custodians will be provided during all business hours. Your merchant services relationship manager will be your main contact for customer service. They will work closely with the City in correcting any errors and executing and account or transactional reviews needed to ensure that the City’s accounts are up and running smoothly. Reporting options We offer daily reporting that provides the ability to delete transactions that did not settle as well as Interchange Rate Analysis, which identifies transactions with higher processing costs. You can also call our customer service unit. Our customer service line is provided in-house and in association with our processing partner, First Data Merchant Services. From coast to coast, you have access to customer services team members who are available to help you. You will have an annual business review with your merchant services relationship manager. We customize this meeting to meet your needs and we can schedule it as often as you need. The main topics covered include: . Processing volume . Chargebacks . Interchange qualification and optimization . Industry trends and patterns . New products and services 24. POP signage a. Identify the requirements regarding POP signage and formats for mail-in forms. Please describe as much of this information as possible. Once we have opened and activated your merchant account, you will receive a complimentary Welcome Kit with supplies to help you get started. The kit includes card payment network decals (Visa, MasterCard, Discover, and American Express), receipt roll paper, sales drafts, and credit slips. When you need to refill or order more supplies, call our Merchant service customer service number 1-800-451-5817 and they will help you get what you need for your specific business and equipment, and they will discuss any costs with you. We do not provide advertising allowances.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

25. Chargebacks and copy requests a. The City of Denton expects to maintain transaction copies. Please explain requirements that must be followed regarding these receipts and the penalties for not doing so. Explain how the Respondent will handle any copy requests or chargebacks for the City of Denton. The City of Denton expects the Respondent to fully represent its position in the event of any type of dispute with one of the card companies. Processes are based on individual regulations by card type and take into account various merchant configurations and processing needs. Based on rules and regulations, we provide substitute draft processing. This fulfills retrieval requests with required data elements, when applicable, and eliminates unnecessary retrieval requests. In these instances, we respond on our merchants' behalf. In order to properly fulfill the request, you must: . Make a legible copy of the original sales draft . Make a copy of any agreements or order forms, where applicable . Make a copy of the credit draft if credit has already been issued . Write the case number from the retrieval request on each page of the request . Fax, mail, or submit online all copies of the retrieval request, as appropriate For retrieval requests that we cannot fulfill, you have 20 calendar days to respond. We can process your request if your response is received after this timeframe, as long as it is still within the Payment Networks timeframe. The timeframe is typically 20 to 30 days and dependent on the respective card issuer. The turnaround time for ticket retrieval requests varies based on the specific card issuer and the reason for the request. 26. Training and reference manuals a. It is the Respondent’s responsibility to ensure that the City of Denton staff is thoroughly trained before the program launch will be considered final. Describe the requirements for installing and using the equipment. Include explanations of time, skill, and resource requirements. Describe any manuals, videos, or other materials that will be provided; if possible provide samples. Initial new merchant training Once the conversion is complete, your implementation project manager and wholesale implementation management team will properly train you and your staff on any new systems installed and any new or changed processes. Then, after a month of processing, your implementation project manager will review your account to ensure your transactions are processed according to plan and are qualifying at the appropriate Interchange levels. This person will then make any necessary adjustments. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Ongoing training With your account setup complete and your transactions processing correctly, the implementation project manager will transfer the relationship to your merchant services relationship manager. Your merchant services relationship manager will be in regular contact with you through conference calls and will be there to help you handle any payment processing service issues, pricing questions, product consultations, and industry inquiries as often as the City needs. He or she will also provide information on new technology, modifications and improvements, and significant industry changes. There is no cost for ongoing training. Updates and dissemination of industry changes Wells Fargo Merchant Services works closely with government agencies and the Payment Networks in order to maintain compliance with all legal and regulatory requirements. Your merchant services relationship manager will make a best effort to communicate upcoming regulatory or compliance changes and work with you to obtain the most current training material; however, we do not assume responsibility for the compliance of the City beyond the initial boarding process. Maintaining compliance and staying abreast of compliance changes is ultimately the responsibility of the City. New product and system releases Should the City choose to implement any new services, your implementation project manager will work with you and your staff on training of new systems or software. For any system releases or updates that impact processes, your merchant services relationship manager will work with you and your staff to understand process changes related to the release or update. 27. Escalation procedures a. Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementation process and for situations that may occur once the program is fully operational. Yes. In addition to your Wells Fargo treasury management and commercial banking teams, you will be assigned a merchant services relationship manager. This person will be your main contact for your merchant service customer service needs, including day-to-day communication and issue resolution. Your assigned merchant services relationship manager will be in regular contact with you and is there to help you with all aspects of your card processing, including providing information on: . New technology . Modifications and improvements . Significant industry changes DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Your merchant services relationship manager’s main responsibilities include: . Communicating and helping you understand PCI DSS requirements . Handling research requests . Monitoring for spikes in Interchange downgrades and chargebacks . Activating new locations . Reviewing pricing and initiating contract renewals . Discussing benefits of upgrading equipment If your assigned merchant services relationship manager is out of the office, a backup will be assigned to cover your account. The backup will be identified on your merchant services relationship manager’s voice mail and email. In addition, you can contact the relationship management team’s area manager for urgent issues or requests. Additionally, if the need for escalation arises, your merchant services relationship manager will involve the appropriate and necessary parties in order to resolve your issues.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Part 2: Optional electronic check processing 1. Check conversion (verifications and guarantee) a. Provide a service that converts paper checks into electronic items at the point of purchase and accounts receivable environment (POP & MOTO) and initiate a direct ACH deposit of funds into the City’s bank account. Converted checks will either be verified or guaranteed depending on location within the City. Explain the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically: Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time- consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks and credited to your account within two business days. Wells Fargo Payment Gateway Yes. With our gateway service, you can accept electronic check payments. When your customers submit their payment information, the service automatically checks for proper routing and transit numbers, as well as account number structures — all in real time. Our service takes the check information and prepares a NACHA file for further ACH processing. With our Wells Fargo ACH services, we route the files to the appropriate financial institutions for debiting of your customers’ bank accounts. This feature allows the City to receive their payments much faster than traditional paper check payments. The gateway service supports four ACH payment types: . WEB: Single and recurring consumer debits initiated through the internet . TEL: Single consumer debits initiated through telephone . CCD: Commercial debit and credit entries . PPD: Consumer credits and debits authorized by signature Wells Fargo Merchant Services can offer the following related services: The Wells Fargo Perfect NOC® service compares all transactions against previously received notifications of change (NOC) and automatically updates any outdated information. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

b. Explain the check conversion process and any requirements for the City in handling or retaining voided or electronically processed checks. Terminal The FD200 terminal automatically voids ECA approved checks. This terminal features a built‑in check reader and imager that processes checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check up to $25,000, provided the check meets all necessary warranty requirements for electronic acceptance. In addition to substantially lowering the merchant’s risk, customers’ personal information is protected too, because approved checks are returned to the check writer after scanning. Electronic Check Acceptance eliminates the need for time-consuming trips to the bank to deposit paper checks. Electronically processed checks are typically funded to the merchant’s DDA within two to three business days. Wells Fargo Payment Gateway Using the Wells Fargo Payment Gateway service, you can accept electronic checks as a form of payment from your customers. When paying by electronic check, your customers will provide their bank account information to you for transmission to the Wells Fargo Payment Gateway service. The Wells Fargo Payment Gateway service will then create an Automated Clearing House (ACH) item based on your transaction information and submit it to the Wells Fargo ACH service for processing. Information about the electronic check items is presented in your Wells Fargo Payment Gateway reports alongside other payment types. ACH origination You will need to become an ACH originator through Wells Fargo ACH in order to accept electronic check transactions. To qualify for ACH origination, you must be pre-approved and sign an ACH Service Agreement. By signing the ACH Service Agreement, you agree to comply with National Automated Clearing House Association (NACHA) guidelines. For details about NACHA rules, refer to the ACH Rules Corporate Edition, which you can find on the NACHA website at http://www.nacha.org. In addition to the Wells Fargo ACH agreement and NACHA rules, your ACH transactions may also be subject to other laws and regulations, such as Regulation E, Uniform Commercial Code, Regulation CC, and state laws. Consult with your legal counsel to confirm the laws and regulations with which you must comply. . Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

c. Must provide daily settlement of the City’s transactions in accordance with City’s approved procedures and time periods. Cash receipts in the settlement account must reconcile with the submitted batch report each day. In the following table, we list the latest times that you can transmit sales transactions to meet the settlement times.

Platform Latest transmission time (Central)

CardNet 1:00 a.m.

PayPal PayFlow Pro 8:00 p.m. on CardNet

PayPal PayFlow Link 8:00 p.m. Gateway on CardNet

Nashville 1:00 a.m.

PayPal PayFlow Pro 11:00 p.m. on Nashville

PayPal PayFlow Link 11:00 p.m. Gateway on Nashville

Authorize.net 5:00 p.m. Gateway on Nashville

FDI Global 11:00 p.m.

The latest time for settlement of closed batches for dial-up solutions is 1:00 a.m. CT. Wells Fargo Merchant Services will also transmit settlement files to:

Latest transmission time (Central)

American Express 10:00 a.m.

Discover Network 4:00 a.m. and 5:00 a.m.

Wells Fargo Payment 11:00 p.m. Gateway service (international processing )

Wells Fargo Payment 4:00 p.m. Gateway service (eCheck)

. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

d. Describe the service’s reporting capabilities. Must have the capability of providing daily batch reports by cashier and location reference number. Yes. We can meet all of the City’s reconciliation requirements. We offer daily batch reports and location reporting by MID. You can view reports online and group information by locations, by their relationship to each other, to banks, and to external business entities. The City can view information at the lead corporate, corporate, or location level based on your access level.

Hierarchy level Description

e. Explain how returned checks will be handled when using check verification or the check guarantee services listed above. Terminal Eliminate returned checks The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. TeleCheck Electronic Check Acceptance (ECA) warranty service Product overview TeleCheck Services, Inc. is the world’s largest check acceptance company, providing Electronic Check Acceptance (ECA), Warranty services and Small Ticket. TeleCheck helps merchants eliminate the risk of bad checks by providing access to the industry’s largest and most accurately maintained databases and risk management systems. With TeleCheck, the City can accept checks and build business by offering a liberal check acceptance policy. Electronic Check Acceptance (ECA) TeleCheck brings the power and convenience of electronic check to the point- of-sale with the ECA service. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

This process allows the City to accept checks as quickly, safely, and easily as credit cards while improving the cash flow of your business. In fact, it is so quick that it only takes four steps and is often referred to as our R.S.V.P. product. . R. run it . S. stamp it . V. void it . P. pass it back Benefits to the City Increases productivity: . Helps eliminate the need to deposit checks at the bank . Electronic settlement reduces time spent reconciling and preparing deposits Reduces check-processing fees: . Helps eliminate bank charges associated with accepting checks Increases customer satisfaction: . Advanced terminal solution reduces transaction time . Maintains accountability as a complete record of transaction appears on the customer’s bank statement Reduces risks: . The City does not pay check fees and never knows of returned checks . Warranty maximum is $25,000 per electronic check Simplifies operations: . Easy to use, easy to train employees Wells Fargo Payment Gateway . Refund: Partial and full refunds of previous captured transactions; stand- alone refunds (no previous capture) are also supported. . Voids: Voids a captured transaction prior to the gateway settlement cutoff time of 11:00 a.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Authorization reversals for other card types except American Express are also available. Electronic checks With our gateway service, you can either accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

2. Check verification a. Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Please describe the services available. Terminal Check acceptance for the electronic age FD 200 Terminals: Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. For information on the TeleCheck service, see Appendix B. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: . AVS (card association address verification) . Verification by Visa and MasterCard® card SecureCode . CVV2, CVC2, CID (verification of three or four digit verification number on card) 3. Check guarantee a. Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City allowing the City to determine whether or not to accept a check. Checks approved through this service will be backed by the Respondent. Please describe the services available. Terminal: FD200 with TeleCheck service TeleCheck Electronic Check Acceptance (ECA) warranty service TeleCheck Services, Inc. is the world’s largest check acceptance company, providing Electronic Check Acceptance (ECA), Warranty services and Small Ticket. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

TeleCheck helps merchants eliminate the risk of bad checks by providing access to the industry’s largest and most accurately maintained databases and risk management systems. With TeleCheck, the City can accept checks and build business by offering a liberal check acceptance policy. Electronic Check Acceptance (ECA) TeleCheck brings the power and convenience of electronic check to the point- of-sale with the ECA service. This process allows the City to accept checks as quickly, safely, and easily as credit cards while improving the cash flow of your business. In fact, it is so quick that it only takes four steps and is often referred to as our R.S.V.P. product. . R. run it . S. stamp it . V. void it . P. pass it back Benefits to the City Increases productivity: . Helps eliminate the need to deposit checks at the bank . Electronic settlement reduces time spent reconciling and preparing deposits Reduces check-processing fees: . Helps eliminate bank charges associated with accepting checks Increases customer satisfaction: . Advanced terminal solution reduces transaction time . Maintains accountability as a complete record of transaction appears on the customer’s bank statement Reduces risks: . The City does not pay check fees and never knows of returned checks . Warranty maximum is $25,000 per electronic check Simplifies operations: For information on the TeleCheck service, see Appendix B. Wells Fargo Payment Gateway With our gateway service, either you can accept electronic checks through the virtual terminal function or your customers can enter their payment information into your e-Pay system. Once the information is collected, our gateway service validates the payment data. If the transaction is accepted, the gateway service automatically prepares check information into a NACHA file for further ACH processing. Then, with our Wells Fargo ACH services, files are routed to the appropriate financial institutions for debiting of your customers’ bank accounts. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Fraud controls Additionally, when you use our online gateway service you have a powerful fraud prevention tool at your disposal. The Decision Manager service within our gateway is an optional administration dashboard that provides you with an automated and streamlined fraud management operation. This service uses global validation services, the business-user rule management console, and case management. Decision Manager makes it easy to adopt and manage fraud at a completely new level. The Wells Fargo Payment Gateway service allows you to automate fraud filters and keep manual reviews to a minimum without cannibalizing good orders. Some of the screening features include: . Access to over 150 global validation tests and services . Device fingerprinting . Velocity monitoring . IP Geolocation . Multi-merchant transaction histories/shared data . Global telephone directories . Global delivery address verification services . Positive and negative list . AVS (card association address verification) . Verification by Visa and MasterCard card SecureCode . CVV2, CVC2, CID (verification of three or four digit verification number on card) . Custom fields for your own data We’d like to discuss this fraud tool with you in greater detail. There are many different ways that you can set this tool up to help you fight fraud For more information on Decision Manager, see Appendix E. b. The City of Denton is to receive 100% of its check collections. Returned checks will be the responsibility of the Respondent. Explain how returned checks will be handled. Terminal With the addition of the TeleCheck service, the City can eliminate returned checks. The TeleCheck ECA warranty service takes the risk out of accepting checks. Under this service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales. The TeleCheck ECA warranty service improves customer satisfaction and saves you the hassle and expense of NSF fees and the collection process. For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Wells Fargo Payment Gateway Our gateway service supports the following transaction types 24 hours a day, 365 days a year: Refund Partial and full refunds of previous captured transactions; stand-alone refunds (no previous capture) are also supported. Voids Voids capture transaction prior to the gateway settlement cutoff time of 7:00 p.m. CT. A void does not automatically reverse an authorization request. However, a separate Visa authorization may be requested in conjunction with a void request. Reporting and reconciliation Our Wells Fargo Payment Gateway service provides enhanced reporting tools that allows you to reconcile payments through all aspects of the payment cycle, including chargebacks and returns. You have the ability to view and search for all aspects of each transaction through a streamlined online interface, or you can integrate payment data into its own system using industry standard Web technologies. c. Identify all subcontractors to be used for these services and what procedures will be used to monitory quality. Terminal In 1993, Wells Fargo and First Data Merchant Services joined to create Wells Fargo Merchant Services, LLC. Wells Fargo Merchant Services offers completely integrated processing. Wells Fargo Merchant Services is PCI DSS compliant as a merchant acquirer. A Qualified Security Assessor (QSA) has validated all subcontractors and third-party card processing partners, as Payment Card Industry Data Security Standards (PCI DSS) compliant. You can confirm a specific provider’s PCI DSS validation on the Visa list available at www.visa.com/cisp. Wells Fargo Payment Gateway Yes. Wells Fargo partners with CyberSource, a Visa company, to offer our gateway service. CyberSource is PCI-compliant and audited annually by a third-party assessor. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

4. Technology requirements a. It is critical that the system installed at the City of Denton be a fully hosted system, incorporates current technology and fully integrates with our existing web processor and provides smooth and efficient transaction processing. Describe the type of equipment and support to be provided. Respondent must be able to fully integrate into the City’s existing software via an Application Program Interface (API) set up by Paymentus (formerly, Teleworks), an outside technology firm contracted by the City. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. Business types supported . Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2 Product benefits . Easy installation — Get up and running quickly with the intuitive touch- screen . Display for ease of use . Accept multiple payment For more information on Telecheck Electronic Check Acceptance (ECA) and the EMV capable FD200 terminals, see Appendix B. Wells Fargo Payment Gateway Our Wells Fargo Payment Gateway service can be integrated to work with any application that supports web services. Many third parties, such as shopping carts, cashiering, and Interactive Voice Response (IVR) applications already have interfaces compatible with the Wells Fargo Payment Gateway service’s core technical specifications. Integration methods You can choose an integration method that works best for your business model. You can choose from fast and simple methods or more advanced options that give you greater flexibility and control. Virtual terminal Use our service’s easiest payment solution to enter credit card orders, issue credits, and generate receipts. Your virtual terminal can be up and running in as little as 15 minutes. Your staff can use this tool for any transactions that need to be processed outside web or integration payments. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Secure Acceptance Web/Mobile Accept payments from any browser – web or mobile, while benefiting from language packs and other easily configurable options. With this hosted payment solution, card data will bypass your network and travel directly from end-user consumer to us, greatly simplifying the PCI compliance process. Secure Acceptance Silent Order POST Host your own order page and post payment data to us to process each transaction. With this direct post solution, card data will still bypass your network and travel directly from end-user consumer to Wells Fargo Merchant Services. This, too, can greatly simplify the PCI compliance process. Silent Order POST also supports full customization. Simple Order API With the Simple Order API, you will have scalability, full range of services, and more control for your developers. We provide the client software and your IT staff codes to our API specifications. You’ll have access to all the gateway’s transaction services. SOAP Toolkit API With the SOAP Toolkit API, you will still have scalability, full range of services, and more control for your developers. You’ll use or build your own client software that fits your business model and needs. With the open nature of this solution, you can integrate using this method. You’ll then have access to all the gateway’s transaction services. Secure storage With our Wells Fargo Payment Gateway service with secure acceptance, we can remove sensitive card data from your systems and securely store it within our fully hosted gateway service. That way, none of the secure data touches your systems, reducing your scope for PCI compliance.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

API programming chart:

Linux Solaris Windows

NVP SOAP XML NVP SOAP XML NVP SOAP XML

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For a complete list of Wells Fargo Payment Gateway integration methods, see Appendix F. b. Point of Purchase processing terminals for handling check conversion (verification and guarantee), and batching are to be connected to existing Microsoft Windows-based desktop computers through standard peripheral connections, such as COM or USB (preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web-browser-based control interface, to communicate via the Internet with the Respondent’s host system for purposes of communicating transaction information at the point of purchase. Client software would provide for receipt printing of all transactions, with capability to re-print receipts if necessary. Software interface must be capable of handling check transactions and associate with the correct fee schedule. Terminal Check acceptance for the electronic age Make approval decisions instantly. When you add the TeleCheck ECA warranty service to your existing POS terminal, it takes only seconds to scan the customer’s paper check and receive an immediate approve or decline decision. Armed with this information, you can improve customer service, increase sales, and reduce fraud risk. Deposit funds electronically. Once you scan the check, the TeleCheck ECA warranty service automatically converts the payment to an ACH transaction. ACH deposits eliminate time-consuming trips to the bank and extend your window for same-day deposits to 11:00 p.m. CT. Best of all, your funds are guaranteed for approved checks. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

First Data 200Ti/First Data 200Ti Wi-Fi terminal features . 128 x 64 touch-screen technology . Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU . Wi-Fi capability (optional) . 96MB RAM standard memory . Five USB and two serial ports . Dual built-in printers: Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs . FD200 terminals support contactless payment technology with the appropriate peripheral. c. Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton >> Department >> Location >> Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Respondent. This reporting should be web-based, and accessible in real-time. Transaction data should be captured either locally on a City provided database and hardware platform or remotely at the Respondent’s location as long as reporting needs are effectively met. Getting the information you need when you need it, is important to many businesses like yours. That’s why you can access your payments-related data quickly and easily with our online merchant reporting tool, BusinessTrack. From any internet-based PC, you can access and analyze transaction detail for all card types, conduct sales audits, manage processing fees, reconcile your checking account, investigate chargebacks, protect against losses, view historical information for analysis, and manage cash flow. Reports available The ClientLine reporting tool features six types of Sales and Funding reports.

Report name Description

Transactions Transactional reports for reconciling to a POS or looking at overall transaction volume Bank Deposits Funding reports for reconciling to your bank account

Adjustments Deductions made from your total sales (chargebacks, fees, Interchange charges, etc. Refunds Refund data for monitoring of potential fraud

Debit Suspense* Authorized PIN debit transactions for which payment could not be received from the issuer

*applicable only to merchants accepting PIN debit Today’s Data* Total funding amount to be paid today

*applicable only to merchants set up for same funding

. The Report Wizard lets you custom build each report to your own specifications. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Please refer to the Appendix C for our merchant services standard reports, including detail and summary reports. How it works Rather than waiting for a report, you conduct the analysis that suits you, exactly when you need it. The City can select from more than 100 available reports or create your own by choosing which fields to include, from a comprehensive database that includes the processing of gift cards, checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. You decide what information you need to manage your business. You can receive reports directly to a fax machine or an email box in various file formats (PDF, DOC, XLS, and CSV) and can schedule them to arrive daily, weekly, monthly, quarterly, or annually. Features . Standardized, web-based reports that give you access virtually any time to payment processing information . Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees . Detailed reports for drilling down into specific locations, transaction types, adjustments, and more . Summary information for up to 13 months . Query builder to construct reports based on selected fields, across selected merchant locations . Reporting that can be emailed or faxed wherever you need . Credit, debit, and gift card activity summaries for any selected time period . Dispute reporting to help you manage chargeback and retrieval expenses Help your organization . Access payment processing information 24 hours a day, 365 days a year . Reduce calls to customer service departments . Drill down into funding events and reconcile total sales . Create reports and schedule their distribution You can visit www.BusinessTrack.com for an online tour. d. Provide technology specifications for use of all proposed electronic systems and services. Terminal Check acceptance for the electronic age: The FD 200 terminals are very easy to use and all the software is maintained and updated for you. The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or dial-up connection, with optional Wi-Fi. Today’s customers want the ability to use their preferred payment method, and this is the tool for the job. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Linux Solaris Windows

NVP SOAP XML NVP SOAP XML NVP SOAP XML

ASP/COM ■ ■

C ■ ■ ■ ■

Java ■ ■ ■ ■ ■ ■

.NET ■ ■ ■

PHP ■ ■ ■ ■

Perl ■ ■ ■ ■

For a complete list of Wells Fargo Payment Gateway integration methods, see Appendix F.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

5. Point of purchase equipment a. Please list any hardware/software requirements for this service and the costs to replace existing hardware/software. Please list financing options or other replacement considerations Respondent may desire to propose to the City. Terminal We recommend that the City use the new FD200 terminals that use internet based software. All software updates are maintained for the City. We recommend that the City use the FD 200 terminal which does both card and check plus the FD 35 EMV pin pad to support smartcard/contactless payments Your purchased equipment has a one-year full replacement agreement and after that year, you can exchange equipment for $225.00. You can swap your rental equipment at no cost if it malfunctions, and you can swap your leased equipment at no cost if it malfunctions during the time of lease. You will need a new lease if your existing equipment is no longer available. Our replacement fee policy is detailed in the following paragraphs. The City will not be charged for shipping and handling on equipment replacement orders. Monthly rental Your rental replacements will be shipped at no cost during the period the rental agreement is active. You may (depending on ship date) pay two rental fees until the broken unit is returned. Lease We can ship your lease replacements at no cost, provided you meet the following criteria: . Your account is active and processing through Wells Fargo Merchant Services . The City entered into the lease with First Data Global leasing through Wells Fargo Merchant Services . Lease agreement is still active You will not be charged a fee for obsolete equipment requiring an upgrade but will be responsible for any costs associated with the upgrade (such as increased monthly costs and upgrade fees). Resale or installment purchase You will receive a replacement at no charge if you order the replacement within one year of the original purchased equipment deployment date. After the one-year warranty, your replacement policy applies. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

City-owned You will be charged the following replacement fees, provided no maintenance fee is currently on the account. . Terminal with an integrated printer: $225.00 . FD 35PIN pad: $160.00 You will not pay more than one replacement fee on the same piece of equipment within 90 days*. *Our equipment vendor will ship a total of three call tags for all replaced equipment. If the replaced equipment is not received within 90 days of the equipment replacement, you will be charged for non-returned equipment. For more information on the EMV capable FD200 terminals the FD 35 EMV pin pad to support smartcard/contactless payments see Appendix B. b. Check Processor – Industry standard hardware utilizing horseshoe bend-style check processor with COM or USB (preferred) connectivity to interface with current Microsoft Windows-based desktop computer. Processor must perform MICR capture, two-sided check imaging, and electronically franked “presented”. Terminal First Data 200Ti/First Data 200Ti Wi-Fi terminal features . 128 x 64 touch-screen technology . Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU . Wi-Fi capability (optional) . 96MB RAM standard memory . Five USB and two serial ports . Dual built-in printers — Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs . FD200 terminals support contactless payment technology with the appropriate peripheral. 6. Escalation procedures a. Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Respondent’s management. This applies to both the implementation process and for situations that may occur once the program is fully operational. If the need for escalation arises, your merchant services relationship manager will involve the appropriate and necessary parties in order to resolve your issues. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

14. Equipment schedule The respondent shall provide an equipment schedule for the proposed solution. For information on the equipment schedule, and what to expect during the implementation process, see Appendix H. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Check when Task to be Completed by Respondent Completed X Exhibit 1 – Pricing sheet X Review Exhibit 2 – General Provisions and Terms and Conditions X Review Exhibit 3 – Scope of Work/Technical Specifications X Cover sheet X Solicitation number X Solicitation name X Firm name X Firm address X Contact name X Contact phone X Contact fax X Website address X Contact email address X Solicitation Checklist X Equipment Schedule ( Section 14 of Main RFP) X Submission of Sample Monthly Statement (Section 15 of Main RFP) X Attachment A- Business Overview Questionnaire X Document how firm meets minimum qualifications (Section 3) X Detail to support evaluation criteria X Attachment B – Exception Form X Attachment D – Reference Form X Attachment E – Conflict of Interest Questionnaire Form – with signature X Attachment F - Acknowledgment X Acknowledgment of Addenda X Submission signed by authorized officer, in the order specified below NA Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to [email protected] with the Solicitation # and name in the subject line. X Electronic Submission: If submitting an electronic proposal only, email to [email protected] with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

ATTACHMENTA-BUSINESS OVER VIEW QUESTIONNAIRE AND FORMS 1. Contract Information( for fomial contracting purposes): The following information will be used to write a contract, should your firm be selected.for award • Finn's Legal Name: Wells Fargo Merchant Services, LLC

• Address: Wells Fargo Merchant Services,LLC 1200 Montego Way Walnut Creek, CA 94598

• Agent Authorized to sign contract (Name): Chichi Ogbuagu • Agent's email address: [email protected]

2. Subsidiary of: Wells Fargo BankNA

3. Organization Class (circle):

Partnership Individual Association

4. Tax Payer ID#: Federal ID#: 68-0338392

5. Date Established: State article signed 8/5/1997

6. Historically UnderntilizedBusiness: Yes or No

7. Does your company have an established physical presence in the State of Texas, or the City ofDenton? Yes or No, in which?

8. Please provide a detailed listing of all products and/or services that your company provides. We provide services to handle all of your card present or card not present needs. Including tenninal, gateway or virtual terminal. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within thelast five years under your currentcompa ny name or any other company name? If so provide details of theissues and resolution if available. Include lawsuits where Owner was involved. This request is extremely broad in scope, and, at any given time, an organization the size of Wells Fargo may be subject to the aforementioned actions, some or all of which may be confidential in nature. At this time, and to the best knowledge of the WellsFargo representatives preparing this response, Wells Fargo has not been subject to any of the aforementioned action within the past five years that would have a material adverse impact on our ability to provide the servicesrequested in this RFP. 10. Have you ever defaulted on or failedto complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner.

Again, this request is extremely broad in scope, and, at any giventime, an organization the size of Wells Fargo may be subjectto the aforementioned actions, some or all of which may be confidentialin nature. At this time, and to the best knowledge of the Wells Fargo representatives preparing this response, Wells Fargo has not been subject to any of the aforementioned action within the past fiveyears that would have a material adverse impact on our ability to provide the services requested in this RFP. 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). 12. As mentioned before, this request is extremely broad in scope, and, at any given time, an organization the size of Wells Fargo may be subject to the aforementionedactions, some or all of which may be confidential in nature. At this time, and to the best knowledge of the Wells Fargo representatives preparing this response, Wells Fargo has not been subject to any of the aforementioned action within the past fiveyears that would have a material adverse impact on our ability to provide the services requested in this RFP. 13. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customaty activities? http://www.osha.gov/pls/oshaweb/owasrch.search form?p doc type= STAND ARDS&p toe level= 1&p keyvalue= 1926

14. Resident/Non-Resident Bidder Determination: DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Texas GovernmentCode Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmentalunits from awarding contracts to a non-resident fum unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be !·equired to underbid in the non-resident bidders' state. In order to make this dete1mination, please provide the name, address and phone number of:

a. Responding foms principle place of business: Wells Fargo Merchant Services, LLC 1200 Montego Way Walnut Creek, CA 94598

b. Company's majority owner principle place of business: Same as above

c. Ultimate Parent Company's principle place of business: Same as above

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

15. Provide details to support the evaluation criteria, including experience and delivery.

Relationship manager Wells Fargo Merchant Services will assign the City a merchant services relationship manager who is responsible for providing proactive account management and superior ongoing support. Your merchant services relationship manager will be your main point of contact. In the unlikely event the City is unable to process transactions, your merchant services relationship manager will advise you of alternative processing procedures. You'll likely receive alternative procedures through email. Relationship team The following is a brief biography for your assigned sales team:

As your relationship manager, Aaron is responsible for coordinating the team of specialists working on your banking relationship. He has over 15 years of public finance experience as a commercial banker, investment banker, derivative marketer, and deputy director of debt management for two of the nation's largest issuers of municipal debt. Aaron has worked with numerous issuers across the country to implement and execute creative financing and treasury management solutions. While working for issuers of municipal debt, he oversaw the issuance of several billion dollars of long- and short- term debt for the Chicago Park District and the State of Illinois. Aaron holds a B.A. in political science from North Central College.

Chichi's primary responsibilities include working with the Wholesale Treasury Management group in implementing services for all non-cash account receivable merchant products. Chichi brings more than 10 years of experience in the areas of sales, business development, marketing, training, and customer service operations.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

·,Kcithfyi{'.d .Kendrick, CTP Kathy is responsible for providing customized Nice P.resident treasury solutions for the City. She is dedicated to helping the City receive the most efficient Treasury·Management Sales and cost-effective treasury management Consultant solutions, in addition to keeping you abreast of new and enhanced treasury services and . kath ry_11. [email protected] trends. �"'" •�•�:.::1.-�--·u•_ .'>••.. - • ... • • "303-0863-6257 :: Kathy has more than 20 years of experience �866,.:.967:-4765 fax with treasury management and is a member of t�:;:;-ti1i/>i'.i'.i ·. :._.:,·. the Rocky Mountain Association for Financial 7'.�0.J,\rf.01�'.�tree! Professionals. Kathy has the Certified Treasury i21st Floor• � · ". · . Professional (CTP) designation. She received �ioenv�rf co•, :soio3 , -.-.· .. the Certified Cash Manager designation in 1996 .i .•·-. that was later converted to the CTP designation.

. Dixie Highfield, CTP Dixie works with your relationship manager to help enhance the customer service experience. Rela!. tion . shi . p . Associate ' .. She serves as the liaison between you and the various departments of the bank and acts as a ...• d ixi'e.I. high�iel, ·d ®wellsfargo.com backup when your relationship manager is not I _ i_!;l�_ _ :::�!:J_ _9-;-�0�2_ __ . in the office. Dixie brings more than 11 years of experience Pa,kway to her current position and more than 18 years 1:.Jr:r�;::r�::· · · of experience in banking. Dixie earned her - euilcting: i Certified Treasury Professional Designation in 1st Floor 2006. She is a member of the National Austin, TX 78735 Association for Financial Professionals and a past president of the Nebraska Association for Financial Professionals.

Mary Beth Benton Mary Beth supports your treasury management sales consultant and will assist you with any ,Treasury Management Sales ? treasury management questions when Kathy is �;; Analyst unavailable. Mary Beth brings more than 20 years of '.:[email protected] banking experience to her current position. She ; 972-599-4672 assists you directly with any items pertaining to the implementation of new services. 1 4975 Preston Park Blvd. :Suite 350 I I . Plano...... ·. /. T . X - .75093

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

16. Provide details on how firmmeets the minimum qualificationsstated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return formwith final submission.

PART 1: MINIMUM QUALIFICATIONS FOR DEBIT/CREDIT CARD PROCESSING

The following minimum qualificationsfor debit/credit card processing must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any submission received, which is determined to not meet these mandatory qualifications for debit/credit card processing shall be immediately disqualified and rejected as non responsive.

• The Respondent must provide encryption, tokenization and Euro MasterCard Visa (EMV) capable equipment (contact and contactless) and software.

o For Point of Purchase (POP) locations, provide specifications on EMV equipment being proposed. Yes we can provide EMV (contact and contactless) equipment as well as the accompanying specification. Out program includes tokenization and encryption.

• The Respondent must provide thermal printer or other comparable printing equipment.

Yes we can provide

• Respondent must serve as the gateway, acquirer and processor through a fully integrated solution by themselves or through a third patty. In addition, Respondent must be able to fully integrate into the City's existing software via an Application

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Program Interface (API) set up by Paymentus (fo1merly, Teleworks) the City's payment integrator.

We are able to provide fully integrated gateway, acquirer, and processor solutions. Regarding Paymentus we'll need to work with the vendor directly to discuss what middleware/gateway/softwarewill need to be used.

• The Respondent must be PCI DSS compliant.

Yes

• The Respondent must provide the following payment avenues:

o Point of Purchase (POP) o Mail Order/Telephone Order (MOTO) o Virtual Terminal o Internet with and without convenience fee o Smart Phones and Tablets - we have systems that can display on a smart phone or tablet Yes we can support

o The total of the settled batch amounts shall be posted to the City's bank account and not be reduced by the applicable discount fees (i.e. gross settlement). Yes we can support

• The Respondent must provide mechanisms and systems for the City to accept Visa, MasterCard and Discover Debit/Credit Cards (PIN and signature based). Yes we can support

• The Respondent must provide real time authorization including notification of decline and reason for decline. The Respondent must provide a toll-free number for verbal card authorizations, as needed.

o An authorization number must be generated after processing a transaction successfully. o Proper monitoring and notification processes must be in place if an authorization fails. Yes we can support

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

• The Respondent must provide batch settlement per MID. Yes we can support

• The Respondent must provide anti-fraud verification services as listed below:

o Address Verification Service (street number, zip code). o Card Security Verification Service (Visa CVV2, MasterCard CVC2). o Any others as may be used in the future in the payment card industry.

Yes we can support these functions

• The Respondent must provide the notifications for chargebacks, refunds/credits, and adjustments.

o The City's Finance Depaitment must receive notification of any chargeback or adjustment. o Chargebacks and adjustments cannot be combined and must post individually to the City's bank account. Yes we can support this functionality

• The Respondent must provide a separate Merchant Identification Number (MID) for each location. The numbers must be grouped in hierarchy under a department structure. The numbers must also have the City's reference number imbedded in each MID which should be identified in the addenda information provided in the ACH funding process. This number is used for bank reconciliation purposes.

Yes the City can have separate merchant numbers for each location grouped in a hierarchy by merchant number. The City will also be able to include cross reference numbers that can be embedded in merchant number.

• The Respondent must provide the capability of systematically identifying and eliminating duplicate transactions.

When we identify a duplicate transaction, we reject it forreview and send you a letter with the transaction detail. You don't have to take further action if the transaction is a true duplicate. If you believe the transaction is valid, the letter contains instructions to have the transaction resubmitted. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Yes. A system functionexists to reject duplicate transactions that occur within a 30-day time frame. The followinginformation is stored in a database for subsequent matching against future batches for 30 days. • Merchant number • Cardholder account number • Transaction amount • Transaction date • Transaction type (credit or sale) • Authorization code • Visa®, MasterCard®, American Express, and Discover® IDs

• The Respondent must provide customer technical support for all services 24 hours per day, seven days a week, 365 days a year.

Yes we can provide

• The Respondent must provide a dedicated account representative to serve as the primary contact with the City's Finance Department.

The City will have a dedicated merchant relationship manager contact

• The Respondent must provide pricing based on "Interchange Plus."

Yes we can provide

• The Respondent must provide at least three (3) references from governmental entities forthe products or services requested. The City prefers references from municipalities of similar or larger size.

Yes we can provide

• The Respondent must be registered in tl�e State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact.

Yes

To learn how to obtain inf01mation about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State visit Webpage: http://www.sos.state. tx. us/corp/copies.shtml; Phone 512-463-5578; or email [email protected].

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

PART 2: MINIMUM QUALIFICATIONS FOR OPTIONAL ELECTRONIC CHECK PROCESSING

The following minimumqualifications for electronic check processing must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any submission received, which is dete1mined to not meet these mandatory qualifications for electronic check processing shall be immediately disqualified and rejected as non responsive. Our responses below are provided courtesy of our partner TeleCheck:

• The Respondent must provide electronic check conversion services with verification and guarantee. This will apply to both Point of Purchase (POP) and Mail Order/Telephone Order (MOTO) environments. We're able to provide this through both verification and guarantee services for both POP and MO/TO through our partnership with TeleCheck.

• The Respondent must provide industry standard hardware utilizing horseshoe bend style check processor with COM or USB (preferred) connectivity to interface with cmTent Microsoft Windows-based desktop computer. Processor must perfonn MICR capture, two-sided check imaging, and endorsement of the item in one pass and/or electronically franked"presented."

We have several options of working with this type of solution for City of Denton through our partnership with City of Denton

• The Respondent must provide daily batch settlementin Central Standard Time (CST).

Yes we can accommodate this

• The Respondent must be in compliance with NACHA and Check 21 regulations. Yes we are

• The Respondent must provide return check notifications and only two (2) check presentments. Return check notifications will be provided inside funding reports. We'll work with the City to definethe appropriate check re-deposit strategy.

• The Respondent must provide real time authorization including notification of decline and reason for decline. The Respondent must provide a toll-free number for customer service support for check declines. Yes forall the above

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

• The Respondent must provide next day settlement via ACH into the City's bank account. Settlement must be in Central Standard Time (CST) and each Merchant Identification Number (MID) must have auto-close at midnight CST. We can support settlement at 11:59pm CT. Funding is generally in 48 hours although we will explore the option of next business day funding for settlement times prior to 4pm CT

• The Respondent must provide a separate Merchant Identification Number (MID) for each location. The numbers must be grouped in hierarchy under a department structure. The numbers must also have the City's reference number imbedded in each MID which should be identified in the addenda information provided in the ACH fundingprocess. This number is used for bank reconciliation purposes. We can accommodate the City's reference numbers in each merchant ID number provided they are no more than four digits

• The total of the settled batch amounts shall be posted to the City's bank account and not be reduced by the applicable discount fees (i.e. gross settlement).

We can support this feature

I ce1iify that our firmmeets the minimum qualifications as stated in this Main document, Section 3. \\/(?-f1-0 \5 Date

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Attachment C

Safety Record - NA DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

11/6/15 11/13/15 11/17/15 11/24/15 11/20/15 12/7/15 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Appendix A – Pricing and fees

Please refer to the separately attached Exhibit 1 Pricing Sheets. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume $60,135,000 Average Transaction Size $29 Number of Locations 47 Anticipated Interchange 10 Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC Code Various - Refer to "Additional Notes" Section of Pricing Terms MCC Description Various - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry Type N/A Communications Method line charges quoted separately Frame Relay / IPN Gateway Other Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations Credit Card Processing Fees 1 Interchange Plus the Following Fees:

0.015% On Gross Visa®, MasterCard®, Discover® Network Card and American Express Sales $0.015 On each Authorization/EDC attempt (as defined below) 3 $0.00147 VI Access FeeOn each gross sales transaction $0.0018 MC Access FeeOn each gross sales transaction

PIN Debit & Electronic Benefits Transfer (EBT) Processing Fees $0.015 Per PIN Debit Transaction (applies to completed and declined transactions) EBT NOT ENTITLED Applicable PIN Debit Network, Switch, Service and Administrative fees are passed through on all PIN Debit transactions (completed and declined). Applicable PIN Debit Network Interchange fees are passed through on completed PIN Debit transactions only.

Applicable Fee Schedules: 9 Payment Networks Qualification Matrix https://www.wellsfargo.com/biz/creditinterchangeplus Payment Networks Pass-Through Fees https://www.wellsfargo.com/biz/merchantpassthroughfees Wells Fargo Fixed Acquirer Network Fee for Visa® Accepting Merchants https://www.wellsfargo.com/visanetworkfee PIN Debit Networks Fee Schedule (if applicable) https://www.wellsfargo.com/biz/merchantdebitfees Fee schedules are updated periodically. To obtain the current applicable fee schedules, please refer to the URLs above for more information. If you do not have internet access, please contact your Merchant Card Representative and request that a copy of the applicable fee schedules be mailed or faxed to you. As noted in your Merchant Agreement, Payment Networks change their rates/fees from time to time. They are likely to revise rates/fees on 4/16/2016. To learn more about impacts to fee schedules resulting from Payment Network changes, please visit the URLs above or request an updated schedule.

Other Processing Fees Set-Up Fee $ - one time fee per location Monthly Minimum Processing Fee 8 $ - per month Chargeback Fee 2 $ 5.00 per chargeback Monthly Service Fee (per location) $ - per month Statement Billing Fee (Paper Statement) 6 $ - per month Voice Authorization Fee $ 0.50 per attempt Annual Fee $ - per location Authorization/EDC Fee - Visa (Credit and Non-PIN Debit) 3 $ 0.015 per attempt Authorization/EDC Fee - MasterCard® (Credit and Non-PIN Debit) 3 $ 0.015 per attempt Authorization/EDC Fee - Discover Network Card (Credit) 3 $ 0.015 per attempt Authorization/EDC Fee - American Express (Credit and Prepaid) 3 N/A per attempt Interchange Clearing Fee 11 Applies to Visa, Mastercard, Discover Network Card (Credit) and American Express (Credit and N/A on gross sales volume Electronic Address Verification Service Fee $ 0.01 per attempt Voice (Manual) Address Verification Fee $ 2.00 per attempt 4 Annual Compliance Support Fee $ - per location PCI Compliance Service Program Fee 7 $ - per month, per location Non-validation PCI Compliance Fee 7 $ 25.00 per month, per location Equipment Installation Fee $ - one time fee Foreign Handling Fee (on Visa/MasterCard foreign card transactions) 0.10% on foreign card sales DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Other Processing Fees Continued TransArmor Token & Encrypt 13 $ 0.01 per attempt TransArmor Token Registration Fee 13 $ 0.01 per attempt Legacy Data Conversion Fee 13, 14 $ 0.0065 per conversion Applies to Visa, MasterCard and Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit, EBT Non Bank Card Authorization 5 Applies only to American Express EDC and Discover EDC $ 0.015 per attempt Non Bank Card Capture Fee Applies only to American Express EDC and Discover EDC $ - per attempt Terminal Reprogramming Fee (Terminal) - Applies to Customer Owned Terminals Only $ 75.00 per unit Terminal Reprogramming Fee - Integrated Terminal - Applies to Customer Owned Integrated Terminals Only $ 150.00 per unit Security Swap Fee for PIN Debit - Applies to Customer Owned PIN Pads Only $ 125.00 per unit Card Imprinter Option no imprinter Rush Shipping Option N/A

1) Clients may elect to participate in the Discover Network Card program or the Discover EDC program, but not both. Under the “Discover Network Card program,” Clients receive all Discover-related authorization, processing and settlement services from WFMS. Under the “Discover EDC program,” Clients enter into a direct agreement with Discover, and WFMS provides only authorization and capture services related to Discover also Network Cards. Clients may elect to participate in the American Express program or the American Express EDC program, but not both. Under the “American Express program,” Clients receive all American Express-related authorization, processing and settlement services from WFMS. Under the “American Express EDC program,” Clients enter into a direct agreement with American Express, and WFMS provides only authorization and capture services related to American Express Cards. In all cases, any services provided by WFMS for Discover and American Express transactions are subject to the terms of Client’s Agreement with WFMS. 2) Client acknowledges and understands that an authorization only indicates the availability of the Cardholder's credit at the time the authorization is requested. It does not warrant that the person presenting the card is the rightful Cardholder, nor is it an unconditional promise or guarantee that Client will not be subject to a chargeback or debit. 3) Authorization/EDC Fee applies to all Visa, MasterCard, Discover Network Card and American Express approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries, batch entry transactions and includes any transaction fees and capture fees. This fee does not apply to Discover EDC and American Express EDC. 4) The Annual Compliance Support Fee will be assessed and deducted from Client's Settlement Account at each anniversary date after the effective date. 5) Non Bank Card Authorization Fee applies to all approvals (pre-authorizations, authorizations and authorization reversals), denials, batch inquiries and batch entry transactions. 6) The monthly Statement Billing Fee can be waived if Client elects to access the monthly statement online instead of receiving a paper copy by mail. After Business Track access has been activated, please contact Customer Service at 1-800-451-5817 to request that paper statements no longer be mailed. If Business Track access is terminated by Client or as a result of inactivity, paper statements will be reinstated with the applicable monthly Statement Billing Fee. Enroll anytime at businesstrack.com. 7) The monthly PCI Compliance Service Program Fee and Non-validation PCI Compliance Fee are part of the mandatory PCI Compliance Service Program. These fees apply to Level 4 Clients who utilize a gateway or value added reseller (VAR). The program includes access to TrustKeeper, a Trustwave PCI Compliance solution to help Client comply with the Payment Card Industry Data Security Standards (PCI DSS) requirements. Clients are required to register and complete a PCI DSS certification process by visiting https://pci.trustwave.com/wellsfargo. If Client does not comply or fails the PCI DSS certification process, Client will be charged a monthly Non-validation PCI Compliance Fee until the account becomes compliant. 8) If the total discount fee for Visa, MasterCard, Discover Network Card and American Express transactions in a given month is less than the Monthly Minimum Processing Fee, then in addition to the total discount fee Client will be charged an amount equal to the Monthly Minimum Processing Fee minus the total discount fee. 9) Dues, assessments and pass-through fees are disclosed in the schedules referenced under the "Applicable Fee Schedules" section and the related footnote. 10) American Express charges Program Pricing fees and not Interchange, and these fees are subject to change. 11) The Interchange Clearing Fee (ICF) will be charged on transactions that may be considered higher risk and/or are processed at a higher expense level. These types of transactions can be identified on Client’s Payment Networks Qualification Matrix by looking at the “ICF applies” column. If the interchange program level has been identified by a “YES” in this column, then the ICF will apply to that type of transaction. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F ***FOR INFORMATIONAL ONLY PURPOSES*** Wells Fargo Merchant Services, L.L.C.- ("WFMS") - Pricing Terms City of Denton Proposal Date: 11/16/15 eReceivables Consultant: Chichi Ogbuagu Assumptions Credit Card Volume $60,135,000 Average Transaction Size $29 Number of Locations 47 Anticipated Interchange 10 Levels Public Sector: 032 020/038/307 MOTO w/ AVS (CNP): 003 011/034/314 Retail: 001 009/023/310 Utility: 024 048/053/324 Internet: 020 089/077/317 MCC Code Various - Refer to "Additional Notes" Section of Pricing Terms MCC Description Various - Refer to "Additional Notes" Section of Pricing Terms American Express® Industry Type N/A Communications Method line charges quoted separately Frame Relay / IPN Gateway Other Gateway - Direct Bill to Client Pricing Option Interchange + Assessments + Access fees + Rate + Authorizations DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

13) TransArmor fees are for Token and Encryption, Token Only, Token Registration, or Legacy Data Conversion processing. TransArmor fees apply to Visa, MasterCard, Discover Network Card (Credit and Non-PIN Debit), American Express (Credit and Prepaid), American Express EDC, Discover EDC, PIN Debit and EBT. Client is responsible for any additional charges, in the event that Client requires additional TransArmor products or services that are not stated on this proposal. 14) A fee that applies to each unique conversion of: (1) a Primary Account Number to a Token or (2) a Token to a Primary Account Number. If Client has selected to accept TeleCheck Services, see Part III - Section 1 of the Program Guide for the terms and conditions. If applicable, the Additional Services page will contain the fees and rates billed to Client by TeleCheck.

If Client does not follow proper authorization procedures, a $50 chargeback handling fee will be assessed on MasterCard transactions.

American Express may charge Client an excessive disputes fee in the amount of $5 for each Disputed Charge if Client is in American Express' Immediate Chargeback Program or $15 for each Disputed Charge if Client is not in the Immediate Chargeback Program.

Client is responsible for any charges assessed by outside third parties that are not disclosed on the proposal. To the extent that this pricing proposal includes pricing for third party products and services, WFMS disclaims legal liability and responsibility for said products and services. Client's agreement with the third party provider shall govern Client's relationship with the third party provider. In the event that WFMS is billed for the third party's services, Client will reimburse WFMS for such services.

Client acknowledges and understands that WFMS shall have no responsibility or liability for any third party hardware or software procured and used by Client. To the extent Client has any issues, concerns or liability related to such hardware or software, Client must deal directly with the third party provider from whom Client procured the hardware or software. In no event will WFMS be responsible for any indirect, incidental or consequential damages that Client may incur as a result of using any third party hardware or software.

WFMS' proposal and associated pricing is based on the information provided. Any difference to our stated understanding may affect the proposed pricing. Without a signed agreement, this proposal expires 120 days from the proposal date stated above.

See Section 41.3 of the Program Guide for early termination fees.

Rounding. In the event the amount being billed to Client for any line item on this pricing proposal includes a total ending in less than a full cent, WFMS will either round such amount up or down to the nearest cent.

Fees for supplies, shipping, handling, and applicable sales tax may apply and are subject to change without notice. Additional information is available upon request.

Additional Notes: MCC Code MCC Description 9399 GOVERNMENT SERVICES, NOT ELSEWHERE 7523 AUTOMOBILE PARKING LOTS 4900 UTILITIES-ELECTRIC,GAS,WATER Terms and Conditions of WFMS - Pricing Terms: 1) WFMS pricing as provided in its response to this RFP is based upon the information provided by City of Denton (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in WFMS RFP response was created. In responding to this RFP, WFMS only agrees to be bound to the pricing WFMS provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by City of Denton as of the date of the creation of that pricing, are accurate and unchanged. In the event that WFMS is the successful bidder, and City of Denton subsequently provides additional information to WFMS that would affect the pricing (including pass through fees paid by City of Denton), WFMS shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by City of Denton. Further, should WFMS be the successful bidder for this RFP, City of Denton shall be required to execute a Final Pricing Terms document. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Additional Notes Continued: 2) Pricing assumes no material change from the pricing parameters provided to WFMS. Pricing may require a re-evaluation if the pricing parameters change.

Annual Net Card Type Annual Net Sales Volume Transactions Average Ticket Visa / MasterCard / Discover - Frame $52,812,000 246,000 $214.68 Visa / MasterCard / Discover - IPN $7,323,000 1,830,750 $4.00 PIN Debit $366,150 91,538 $4.00 3) Should any terminal require a reprogramming for credit card, non-bankcards or debit cards, the reprogramming charge is $75 per terminal and $150 per terminal with an integrated PIN Pad. This price includes download and telephone training. Customer owned PIN Pads require encryption and are charged a security swap fee of $125 per PIN Pad.

4) This pricing proposal assumes that City of Denton will utilize First Data Merchant Services' North authorization network and First Data Merchant Services' North settlement/reporting platform.

5) Should City of Denton require development needs of unique functionalities outside of certification, City of Denton will be billed $85 per hour of programming needed.

6) On-site service, outside of training provided by the Relationship Manager, will be billed at a rate of $70 per hour. Travel related costs will be passed through to City of Denton.

7) Pricing does not include any fees associated with the Wells Fargo Payment Gateway.

Processing Solutions Type Quantity Financing Method Total w/o TAX

First Data 130 Duo Purchase $200.00 Per Terminal First Data 200Ti Purchase $425.00 Per Terminal First Data FD35 EMV Purchase $160.00 Per PIN Pad Wells Fargo Payment Gateway (WFPG) 1 Customer Owned N/A *Prices and equipment availability are subject to change without notice. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Wells Fargo Merchant Services Guide to processing fees merchants may be able to pass to their customers

Convenience Fee Government and higher education Surcharge transaction fees High level Flat fee charged on a non face- Visa, MasterCard, and American Express A payment card surcharge is a fee that a definition to-face transaction only when programs that allow convenience or service fees merchant adds to the cost of a purchase when a the payment method is a true in government and higher education MCCs. customer uses a payment card. convenience for the customer. Visa refers to this as a service fee. MasterCard A merchant is only able to surcharge if its and American Express refer to it as a payment processor supports surcharging. convenience fee.

Detailed Flat fee charged for a true Visa service fee: Percentage based surcharge for acceptance of description convenience, for non face-to-face The Visa Government and Higher Education credit, not debit. transactions in an alternative Payment Program allows participating merchants channel outside the merchant’s to assess cardholder fees on approved transaction A payment card surcharge is a fee that a customary payments channel types. The program allows a variable service merchant adds to the cost of a purchase when a (i.e., not charged solely for the fee on Visa consumer debit (including Visa customer uses a payment card. acceptance of the card payment). prepaid cards), Visa consumer credit, and Visa commercial products. Visa: A charge assessed by the merchant to the The requirement for an alternative consumer for the payment service itself. To participate, merchants must meet specific payment channel means that requirements, including: mail/phone order merchants and MasterCard: Any fee charged in connection electronic commerce merchants • Clearly disclose fees to the Visa cardholder with a transaction that is not charged if another whose payment channels are and meet cardholder fee requirements. payment method is used. exclusively card-not-present may • Accept Visa as a means of payment in all not impose a convenience fee. channels where payments are accepted (i.e., Surcharge rules have been set by the payment face-to-face, mail, telephone and Internet networks based on the interchange settlement Charging as a percentage of environments). with Visa and MasterCard. American Express the transaction amount is not • Feature the opportunity to pay with Visa at and Discover have since agreed separately to permitted. least as prominently as all other payment allow surcharging. methods. Each of the Card Associations Visa and MasterCard surcharging are only (Visa, MasterCard, Discover and MasterCard convenience fee: allowed on credit transactions, not debit. American Express) has their own • Can be charged as a flat fee or as percentage. American Express and Discover allow set of rules and regulations. • Can be variable or tiered. surcharging on debit, but only if all other debit • Can be assessed in all payment channels cards are surcharged. (such as face to face, online (Internet), mail, phone, kiosk) and for Recurring Payment See more details on surcharging rules from the transactions (such as installment payments interchange settlement below. and taxes.) MasterCard cardholders cannot be assessed a convenience fee that would discriminate against the brand relative to other payment card acceptance brands, such as American Express, Discover, and Visa.

American Express convenience fee: Government/Utilities/Education • Fee charged cannot be higher for American Express than for other payment cards. • Fee may be assessed on all utility and government transactions. • Education merchants may only assess the fee for mandatory expense (e.g. tuition, room and board). • The fee must appear as a separate charge.

Discover does not have a program or specific policy for convenience or service fees for the Government and Higher Education segments. However, Discover’s general policy makes clear that merchants may not adopt any payment practices which disadvantage the use of Discover vis-à-vis other payment networks such as Visa, MasterCard, and American Express.

Example $5 fee to pay power bill on-line if A university charges a 2% fee for paying tuition A wholesaler charges a 2% surcharge for the dominant payment method is via credit or debit card. payments via credit card. Debit/ACH/Check by mail and merchant also accepts have no fee. card present payments.

Chart continued on back » DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Convenience Fee Government and higher education transaction fees Surcharge Who sets Payment networks. Visa, MasterCard, and American Express. Imposed by legal settlement. the rules? Limitations by state.

Merchant No registration, but With Visa and MasterCard. Merchant must notify Wells Fargo registration merchant is required to Merchant Services, Visa, MasterCard, follow payment American Express, and Discover 30 network rules. days prior to surcharging.

Type of Any. Visa MCCs Any. merchants Government merchants: MCC 9311-Tax MCC 9222-Fines MCC 9211-Court Costs MCC 9399-Miscellaneous Government Services Tuition payments for higher education: MCC 8220-College Tuition MCC 8244-Business MCC 8249-Trade Schools

MasterCard MCCs MCC 8211-Schools (Elementary and Secondary) MCC 8220-Colleges and Universities, Professional Schools and Junior Colleges MCC 9211-Court Costs including Alimony & Child Support MCC 9222-Fines MCC 9311-Tax Payments MCC 9399-Government Services (not elsewhere classified)

Type of Any card payment. Visa Credit only. payments Credit or debit (regulated and non-regulated). Card present or card not present. Card present or card-not-present.

MasterCard The convenience fee assessed for consumer debit cards and commercial debit cards can be different than the convenience fee assessed for MasterCard consumer credit cards and MasterCard commercial credit cards; provided that the convenience fee for MasterCard consumer credit cards and MasterCard commercial cards are the same.

Legal Rules are set by payment networks. Some states ban surcharging. restrictions We recommend merchants consult their legal counsel on state-by-state surcharging laws.

Interchange settlement and surcharging rules

As part of a Visa and MasterCard interchange settlement the two Well Fargo Merchant Services does not plan to support surcharging payment networks implemented certain rule changes which permit at this time. Please contact your Relationship Manager or customer surcharges on certain credit card transactions in most states as of service for details if your business would like to surcharge. January 2013. For any specific questions about the settlement or legal parameters According to the Payment Networks, the merchant’s ability to on surcharging, we recommend that merchants consult with their surcharge only applies to credit card purchases, and only under certain legal counsel. conditions. U.S. merchants cannot surcharge debit or prepaid card Note: Wells Fargo Merchant Services will continue to monitor purchases. developments around this settlement as it is not finalized at this time.

The information included in this document is provided solely as an overview as of the time of publication (February 2015). For full details and for the most recent updates available, please refer directly to the payment network rules or the interchange settlement ruling. © 2015 Wells Fargo Merchant Services, LLC. All rights reserved. 02/15 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 Issue 2, 1st Quarter 2009 Contract 5955 Exhibit F

Wells Fargo Merchant Connect™

Card network news

Understanding convenience fees In your shopping experience as a business or consumer there may have been times when you purchased goods or services and the merchant charged you an additional fee for completing your payment transaction. And you may be wondering what the rules are that surround the ability to charge your customers this fee. Convenience fees refer to amounts that are charged by merchants to customers to compensate the merchant for the cost associated with giving the customer the “convenience” of completing their purchase by card payment. These fees are permissible when certain conditions are met. Any other fee that a merchant attempts to assess against customers who complete their purchase by card payment is considered to be an impermissible surcharge. Because this area is complex and greatly varies among Visa®, MasterCard® and Discover® Network, we would like to share with you some important rules that apply before you start charging your customers a “convenience fee”. An overarching principle when accepting Visa, MasterCard and Discover Network cards for payment is that each card brand prohibits their cards from being treated less favorably than other card brands. For instance, if you accept all three card brands, you are not allowed to ask you customers to use their Visa credit card over their MasterCard or Discover Network Card. It would also be against the card brands’ rules to offer your customers a “discount” for paying by MasterCard or Discover Network instead of Visa. Because of this principle, a merchant who accepts different card brands must always apply the most restrictive card brand rule to all their transactions. The table that follows summarizes the rules related to convenience fees for each card brand. You will notice that Visa has the strictest convenience fee rules. Therefore, if your business accepts all card brands below and would like to charge convenience fees on its payment transactions, it should ensure that it complies with Visa’s regulations regarding convenience fees.

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Issue 2, 1st Quarter 2009 | Wells Fargo Merchant Connect 3 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Rules on convenience fees

The convenience fee must be a fixed and flat fee regardless of The convenience fee can The convenience fee can the purchase amount. (It cannot What is considered a permissible be a flat fee or percentage, be a flat fee or percentage, be a percentage). Example: a flat “Convenience Fee”? regardless of the purchase regardless of the purchase convenience fee of $1 is assessed amount amount whether the transaction amount is $10 or $100. No. A convenience fee can only apply to an alternate payment Can a convenience fee be charged to channel such as mail, phone or Yes Yes purchases in all payment channels? Internet, outside of the normal payment channel of the business.

Can a convenience fee be charged on Card Present transactions (e.g. face to No Yes Yes face transactions)? Yes Can a convenience fee be charged on As long as it is an alternate Card Not Present transactions (such channel, which is outside of Yes Yes as mail/phone orders or Internet the normal payment channel transactions)? of the business. It must apply to all forms It must apply to all forms It must apply to all payment To what forms of payment can a of payment accepted (Visa, of payment accepted card brands accepted (Visa, convenience fee be applied? MasterCard, Discover Network, (Visa, MasterCard, Discover MasterCard and Discover ACH, check, etc…) Network, ACH, check, etc…) Network) Must the convenience fee be disclosed to the customer before completion of Yes Not specified Not specified the transaction? Must the cardholder be given an opportunity to cancel before Yes Not specified Not specified completing the transaction when a convenience fee applies? Does the convenience fee need to be Yes Not specified Not specified included in the total purchase amount? Who can assess a convenience fee? The merchant, not a third party Not specified Not specified

In which industry can convenience Merchants in most Merchants in most Merchants in most industries fees be assessed? industries industries

Let’s take an example: A local newspaper would like to allow its customers to pay for their subscription online instead of by mail to give them added convenience. Because online payments are not the merchant’s typical payment channel, this merchant can charge a flat convenience fee for all payments submitted online (Visa, MasterCard, Discover Network, eCheck, ACH, etc … ) A note on surcharges Visa and MasterCard strictly prohibit surcharges to be imposed on customers who choose to pay by card instead of cash or checks. Any type of charge that is assessed against a customer who pays by card is deemed to be an impermissible surcharge if it does not satisfy the requirements to qualify as a convenience fee. There are some exceptions to this rule however. Visa and MasterCard have developed specialized programs which allow government entities (MasterCard also allows education entities) to charge a percentage based convenience fee. This topic will be addressed in the next issue of Wells Fargo Merchant Connect so please stay tuned! A note on discounts for cash payments Providing a discount for your customers’ payments made by cash is permissible as long as it is clearly disclosed as a discount from the marked price of the product. If you need additional details or have any questions regarding convenience fees, please contact us at 1-800-451-5817, 24 hours a day, 7 days a week.

Issue 2, 1st Quarter 2009 | Wells Fargo Merchant Connect 4 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Treasury Management

Merchant Services TeleCheck Electronic Check Acceptance (ECA) warranty service

Accept checks with confidence when you add the TeleCheck ECA warranty service to your point-of-sale operations TeleCheck ECA warranty service from Wells Fargo applies smart business logic and one of the most comprehensive transaction databases in the industry to give you instant approve or decline decisions at the point of sale. No more fees for non-sufficient funds items, no more legwork to collect returned items. Simply add the TeleCheck ECA warranty service and receive guaranteed electronic deposit of approved funds within two business days.

Check acceptance for the electronic age: Make approval decisions instantly. When you add the Expand payment options. When consumers prefer to pay TeleCheck ECA warranty service to your existing POS with paper, the TeleCheck ECA warranty service lets you terminal, it takes only seconds to scan the customer’s paper confidently accept personal checks. You can also offer the check and receive an immediate approve or decline customer another option if his credit card is declined at decision. Armed with this information, you can improve the POS. The TeleCheck ECA warranty service improves customer service, increase sales, and reduce fraud risk. customer satisfaction and saves you the hassle and expense of NSF fees and the collection process. Deposit funds electronically. Once you scan the check, the TeleCheck ECA warranty service automatically Rely on trusted results. Many of the nation’s largest converts the payment to an ACH transaction. ACH retailers use TeleCheck, making its transaction database deposits eliminate time-consuming trips to the bank and one of the most comprehensive in the industry. This extend your window for same-day deposits to 9:00 p.m. broad network and the proprietary approval logic of the Pacific Time. Best of all, your funds are guaranteed for TeleCheck ECA warranty service delivers fast, accurate approved checks and credited to your account within two decisions to protect your business. business days. Comply with security regulations. The TeleCheck ECA Eliminate returned checks. The TeleCheck ECA warranty warranty service is compatible with a variety of certified, service takes the risk out of accepting checks. Under this PCI-compliant POS terminals, check readers, and software. service, when a check is approved through TeleCheck ECA at POS, you never pay the bank’s returned-item fee or receive a return for nonsufficient funds. You save time and maximize sales.

For more information on the TeleCheck Electronic Check Acceptance warranty service, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com.

Contract 5955 Exhibit F

TeleCheck Electronic Check Acceptance® (ECA®) Service Reduce check-handling time and costs, streamline back-office processes, minimize errors, speed funding and offer customers greater security.

Go Beyond: The TeleCheck Electronic Check Acceptance® Service Customers want payment options, with many wishing to write checks for their purchases. However, paper checks can be a cost burden, because they must be verified for authenticity, reconciled and physically taken to the bank where fees are assessed for processing. In addition, the merchant’s business is exposed to the risk of fraud and 24.5% returned checks. That’s how many non-cash payments were made by First Data Advantages check in 2010* The TeleCheck Electronic Check Acceptance® (ECA®) service, one of the industry’s most sophisticated check verification systems, converts checks into electronic transactions. It screens each check against information from hundreds of thousands of businesses and financial institutions, instantly providing you with a decision on whether 100% or not you should accept it. Completely protect your Because this service minimizes the risks associated with check acceptance, you business from the risk of gain the confidence to accept more checks – even low-numbered, out-of-town and out-of-state checks. At the same time, you reduce bank fees and processing costs while bad checks and the hassle improving cash flow. And with TeleCheck ECA, you return the check to your customers, associated with collections helping to protect their personal information.

Eliminating Bad-Check Losses If you opt for the TeleCheck ECA warranty service, you will be enabling one of the industry’s most effective check-fraud protection measures. Once TeleCheck has authenticated the validity of a check, the responsibility is transferred from your business to ours. Any returned checks we have approved become our liability, relieving you of not only loss, but also the hassle of trying to collect.

*The 2010 Federal Reserve Payments Study, April 2011

firstdata.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 TeleCheck Electronic CheckContract 5955 Exhibit F Acceptance® (ECA®) Service

How It Works

When a customer hands you a paper check, TeleCheck uses leading risk assessment technology to evaluate its validity, comparing it with negative and activity databases to identify check writers that have outstanding bad checks or a history of irresponsible checking account handling. If the check meets the verification requirements, the check is converted into an electronic transaction using your point-of-sale equipment. The transaction is processed through the Automated Clearing House (ACH) network, and funds are deposited directly into your bank account, generally in two business days.

For merchants who have opted for the TeleCheck warranty service, any checks we have approved that are returned become our liability, and we manage the entire collections process and absorb any losses.

Help Your Business

JJAccept more checks with minimal risk JJMake fewer trips to the bank JJReduce bank fees and processing costs JJImprove cash flow JJStreamline back-office operations JJReduce the risk of lost, stolen or damaged checks JJProtect your customers’ personal information JJMinimize collections operations Payment Solutions for JJLimit your liability for fraudulent and returned checks Maximum Performance (optional warranty service) Around the world every day, First Data Features makes payment transactions secure, JJPoint-of-sale check conversion fast and easy for merchants, financial institutions and their customers. We JJFaster funding and simpler reconciliation leverage our unparalleled product JJAccess to extensive check-writer negative and activity databases portfolio and expertise to deliver JJLiability protection for fraudulent and returned checks processing solutions that drive (optional warranty service) customer revenue and profitability. JJProfessional collections operation Whether the payment is by debit or credit, gift card, check or mobile JJCourteous and helpful check-writer support phone, online or at the point of sale, First Data helps you maximize value for your business.

For more information, contact your Sales Representative or visit firstdata.com.

firstdata.com

© 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 2091 0113 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

TeleCheck Internet Check Acceptance® (ICA®) Solution Reduce your costs by giving customers the option of paying directly from their checking account – for Internet purchases, to reload their store-branded prepaid card or to make recurring payments.

Go Beyond: TeleCheck Internet Check Acceptance® (ICA®) Solution For many merchants, credit and debit card sales over the Internet are either the backbone of their business or an ever-growing percentage of their revenues. However, card-not-present (CNP) interchange rates are high and can take a bite out of your profits. The good news is that an often overlooked payment method can be 54M implemented – one that can significantly reduce your costs. That’s how many consumers have no debit/credit cards. First Data Advantages Offer them the ability to shop With the TeleCheck Internet Check Acceptance® (ICA®) solution, you can give your online or pay bills using their customers the option of paying directly from their checking account – either for Internet purchases, to reload their store-branded prepaid card or to make recurring checking account. 1 payments. Not only do you pay less per transaction, you also guard against abandoned sales by prospects that have no credit or debit cards, or prefer not to use them.

Eliminating Bad-Check Losses 100% Completely protect your First Data’s TeleCheck® database tracks the check-writing histories of 98 percent of US check writers. By tapping into this massive repository, you will know which payments business from the risk of to accept and which to decline. If you opt for our warranty service, you will be enabling fraud and bad checks with the premier check-fraud protection feature for merchants, which transfers fraud responsibility from your business to TeleCheck. Returned checks become our liability, our warranty service. relieving you of not only loss, but also the hassle and countless hours of trying to collect on your own.

Easy to Implement Connect through a variety of TeleCheck certified gateway partners, often using an already-established relationship. The partner can help you quickly connect with a streamlined implementation process and ongoing efficient operations. Large merchants may prefer to create a direct, host-to-host, connection to the acceptance service instead of going through a payment gateway. Either way, a merchant can often be operational and accepting payments within a few days.

1 - Source - Federal Reserve Bank, “The Survey of Consumer Payment Choice.”, version April, 2011 and U.S. Census Bureau

firstdata.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 TeleCheck Internet CheckContract 5955 Exhibit F Acceptance® (ICA®) Solution

How It Works

1. A customer visits your website to make a purchase and selects the option to pay by checking account. 2. You transmit the details to TeleCheck either directly or through your eCommerce payment gateway. 3. Using advanced analytics, TeleCheck assesses the risk associated with the transaction and issues an approval or denial in real time. 4. You receive funding on the next banking day for any transactions approved by 4 p.m. CST. In addition, if you have an existing gift card program, you can give your customers the ability to go online and reload a prepaid card. If you have customers making regular recurring payments to you, they can do so at your website. TeleCheck uses its proprietary bank account authentication process to verify the customer’s identity. The customer can reload their card or make an online payment at any time. For customers who have no credit or debit card, or wish not to use them, these ICA® options build loyalty and encourage repeat visits.

Features

JJWarranty service that offers complete protection from loss due to bad checks (optional) JJLow-cost verification of account viability JJSeamless transition to collections service (optional with verification service) JJBest-in-class fraud prevention tools Payment Solutions for JJNext-day funding Maximum Performance JJLower processing rates as opposed to card-not-present transactions Around the world every day, First Data Industries and Businesses Served makes payment transactions secure, JJeRetail: clothing, media, grocery, electronics, hardware, etc. fast and easy for merchants, financial institutions and their customers. We JJOnline travel and entertainment leverage our unparalleled product JJOnline services portfolio and expertise to deliver JJDigital goods: eBooks, music, gaming, etc. processing solutions that drive customer revenue and profitability. JJMedical Whether the payment is by debit JJDirect marketers or billers or credit, gift card, check or mobile JJNon-profit organizations phone, online or at the point of sale, First Data helps you maximize value Market-Leading Payment Expertise from TeleCheck for your business. JJ369,000 subscribing locations JJ1.8 million transactions processed daily JJInformation on 98% of US check writers For more information, JJTrusted with over $79 billion annually contact your Sales JJContinued investment in technology and innovation Representative or visit firstdata.com.

firstdata.com

© 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 2428 0113 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

TeleCheck Checks by PhoneSM Solution

Go Beyond: TeleCheck Checks by PhoneSM Solution Millions of merchant transactions are conducted over the phone annually, and merchants need a fast, cost-effective payment method to offer customers while they are still engaged on the phone. While credit and debit cards are popular forms of payment, card-not-present (CNP) interchange rates are high and can take a bite out of your profits. Further, your customer is more likely to abandon a purchase if their payment choices are limited to credit and debit only. The good news is that an often-overlooked payment method can be implemented – one that can reduce your payment processing costs and increase the number of completed sales. 54M That’s how many consumers First Data Advantages have no debit/credit cards. ® SM The TeleCheck Checks by Phone service makes it possible to serve customers Offer them the ability to shop who prefer to pay for a purchase or pay bills over the phone. The solution instantly online or pay bills using their authorizes the payment while your customers are still on the line, minimizing potentially lost sales and revenue. Additionally, the service helps merchant call centers have checking account. 1 another easy-to-use payment acceptance method.

Eliminating Bad-Check Losses First Data’s TeleCheck® database tracks the check-writing histories of 98 percent of U.S. 100% check writers. By tapping into this massive repository, you will know which payments Completely protect your to accept and which to decline, allowing you to eliminate the risk associated with business from the risk of accepting payments from checking accounts. bad checks and the hassle If you opt for our warranty service, you will be enabling the premier check-fraud associated with collections. protection feature for merchants, which transfers fraud responsibility and bounced checks from your business to TeleCheck. Returned checks become our liability, relieving you of not only loss, but also the hassle and countless hours of trying to collect on your own.

How It Works 1. A customer contacts your call center or representative to make a purchase or a payment for a product or service. 2. Your representative inputs the consumer’s personal and payment information into an online payment application or optional web-based user interface from TeleCheck. 3. Using advanced analytics, TeleCheck conducts transaction risk assessment and issues an approval or denial in real time.

4. You receive funding on the next banking day for any transactions approved by 1 - Source - Federal Reserve Bank, “The Survey of Consumer Payment Choice.”, version April, 4 p.m. CST. 2011 and U.S. Census Bureau

firstdata.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 TeleCheck Checks by PhoneContract 5955SM Exhibit Solution F

Easy to Implement Use our Virtual Point of Sale (VPOS) web-based user interface at no charge, or connect through a variety of TeleCheck certified gateway partners, often using an already-established relationship. The partner can help you quickly connect with a streamlined implementation process and ongoing efficient operations. Large merchants may prefer to create a direct, host-to-host connection to the acceptance service instead of going through a payment gateway. Either way, a merchant can often be operational and accepting payments within a few days.

Industries and Businesses Served JJeRetail: apparel, media, electronics, hardware, etc. JJMerchant call centers or catalog sales JJOnline travel and entertainment JJOnline services JJMedical JJDirect marketers or billers JJNon-profit organizations

Features JJWarranty service that offers complete protection from loss due to bad checks (optional) JJLow-cost verification of account viability JJSeamless transition to collections service (optional with verification service) Payment Solutions for JJBest-in-class fraud prevention tools Maximum Performance JJNext-day funding Around the world every day, First Data JJLower processing rates compared to card-not-present transactions makes payment transactions secure, JJOption to use TeleCheck Virtual Point of Sale, free web-based user interface fast and easy for merchants, financial institutions and their customers. We ® Market-Leading Payment Expertise from TeleCheck leverage our unparalleled product JJ369,000 subscribing locations portfolio and expertise to deliver JJ1.8 million transactions processed daily processing solutions that drive customer revenue and profitability. JJInformation on 98% of US check writers Whether the payment is by debit JJTrusted with over $79 billion annually or credit, gift card, check or mobile JJContinued investment in technology and innovation phone, online or at the point of sale, First Data helps you maximize value for your business.

For more information, contact your Sales Representative or visit firstdata.com.

firstdata.com

© 2013 First Data Corporation. All Rights Reserved. All trademarks, service marks and trade names referenced in this material are the property of their respective owners. 1947 0113 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Wells Fargo Merchant Services Offer your customers multiple payment options using just one device

With the First Data 200Ti/First Data 200Ti Wi-Fi , you can process credit, debit, and gift cards, plus secure check transactions with one space-saving payment First Data 200Ti/ terminal. This terminal features a built‑in check reader and imager that processes First Data 200Ti Wi-Fi checks through the TeleCheck Electronic Check Acceptance (ECA) service, which verifies the customer’s checking history and guarantees the face value of the check Terminal up to $25,000, provided the check meets all necessary warranty requirements for electronic acceptance. In addition to substantially lowering the merchant’s Payment types supported risk, customers’ personal information is protected too, because approved checks are returned to the check writer after scanning. Electronic Check Acceptance • Visa® eliminates the need for time-consuming trips to the bank to deposit paper checks. • MasterCard® Electronically processed checks are typically funded to the merchant’s DDA within 2 – 3 business days. • American Express® The First Data 200Ti/First Data 200Ti Wi-Fi operates using an internet (IP) or • Discover® dial-up connection, with optional WiFi. Today’s customers want the ability to use • Si gnature and PIN debit their preferred payment method, and this is the tool for the job. (using an external PIN pad)1 Business types supported • Diners Club Retail, Restaurant, Quick Service, Petroleum1, and Direct Marketing (MOTO)2 • JCB • Gift card Product benefits • TeleCheck ECA2 • Easy installation — Get up and running quickly with the intuitive touch-screen (Electronic Check Acceptance) display for ease of use. • Accept multiple payment methods — Processes virtually all payment types. • TeleCheck Warranty • Touch screen capability — Process simply with intuitive touch screen interface • Contactless devices and multiple-choice display prompts. White backlit display is easier to read in all • WEX/Voyager3 lighting conditions. • Europay, MasterCard, Visa • Integrated check reader — Convert paper checks into electronic items automatically at the point of sale for fast, accurate, and secure check processing. (EMV) chip cards5 • Automatic check void — Automatically voids ECA approved checks. • Large batch capacity — Stores 450 transactions. • Purchase card level I and II, business and commercial card — Allows tax How can we help? prompting on all Visa and MasterCard commercial cards.

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wellsfargo.com DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7 • Solid security — Be alerted to suspicious activity with a suiteContract of fraud5955 Exhibitservices. F Supports Address Verification Service (AVS), Card Verification Value (CVV2), and Card Verification Code (CVC2). • Dual built-in printers — Thermal printer for credit card receipts prints 15 lines per second; inkjet defacement printer only prints VOID on the face of the check to help conserve ink and costs. • Fast connection — Supports WiFi (requires WiFi model), Internet Protocol (IP), plus dial-up. First Data 200Ti/First Data 200Ti Wi-Fi terminal features • 128 x 64 touch-screen technology • 16-button keypad • Integrated check reader/imager with separate 32-bit ARM9 400 MHZ CPU • Wi-Fi capability (optional) • 96MB RAM standard memory • Five USB and two serial ports Operation highlights • Drop-in paper loading for integrated thermal receipt printer • Inkjet single-line defacement printer dedicated to voiding checks • Supports contactless payment technology with the appropriate peripheral Security features • Secure Sockets Layer (SSL) encryption • Retail Address Verification Service (AVS) • Account number truncation/expiration date masking on customer and merchant receipt copies • Card verification support for card-not-present — Visa (CVV2), MasterCard (CVC2), Discover, and American Express (CID) • Password protection Connection type and speed • IP connectivity with dial back-up4; IP transactions approve in about 4 seconds • Wireless Fidelity (WiFi) model allows for WiFi capabilities with built-in dial-up back-up (requires WiFi model) Batch capacity • 450 transactions For more information on Wells Fargo Merchant Services, please visit wellsfargo.com/biz/merchant.

1 PIN debit requires a peripheral attachment. 2 TeleCheck ECA not supported in MOTO environment. 3 WEX and Voyager cards are supported for Petroleum Merchants on the Buypass Network. 4 Auto Dial Backup requires DHCP Internet protocol. 5 EMV is available with a peripheral attachment on limited platforms. Check with your sales consultant for details. © 2013 Wells Fargo Merchant Services, LLC. All rights reserved. 01/13 FD200Ti/FD200TiWiFi Cus ECG-1057033 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Wells Fargo Merchant Services Accept the latest innovative payment types with this advanced device

This fast, flexible, and secure device accepts more than traditional credit cards, PIN-based debit, and non-PIN (signature) debit. It also First Data FD 35 PIN Pad enables your business to go beyond magnetic stripe cards to accept chip cards, contactless, and mobile payment transactions. Payment types supported · Visa® Product benefits · MasterCard® · Advanced payment solution — processes virtually all payment types · Discover® · Off er more convenience to your customers — enables your · American Express® customers to complete the payment via a customer-facing device · JCB while the merchant finishes the sales process · PIN and non-PIN (signature) debit · Improve security — takes advantage of the stronger 1 · EuroPay, MasterCard, Visa (EMV1) authentication of EMV chip cards instead of reading the chip cards less secure magnetic stripe content when customers present compatible cards · Gift cards · Prepare for the future — by responding to consumer demand for · El ectronic Benefits Transfer (EBT) faster, safer, and better ways to pay for goods and services cards · Contactless transactions/key fobs Features 1 · Mobile phone payments · Accepts magnetic stripe cards, EMV chip cards, contactless cards and key fobs, and mobile phone payments · Pa yment Card Industry PIN Entry Device (PCI-PED) How can we help? approved device2 · Easy-to-use interface with visual display prompts, lights, and Chichi Ogbuagu audio cues for customers [email protected] 214-740-1304 · Does not require a separate power supply

wellsfargo.com

1 The EMV software that will enable FD35 EMV to read chip cards will be available on limited platforms. Check with your sales consultant for details. 2This device is PCI PED certified. First Data products can be found on the PCI Security Council website “Approved PIN Transaction Security” under the manufacturer name XAC Automation. © 2014 Wells Fargo Merchant Services, LLC. All rights reserved. FD35 ECG-1173022 2014017 (02/14) DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL0101 Credit Transaction Detail From 03/04/2013 To 03/04/2013

Hierarchy ID: 120 - 123456789123 Run Date 03/11/2013

Location External DBA Currency Terminal Batch Invoice Submit Card Cardholder Trans Entry Entry Trans Auth Status I/C Service Auth ID Merchant Name Code ID Number Number Date Type Number Amount Mode Desc Date Code Code Code Transaction Number Code

123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 61.33 01 Manual/key entered 03/03/13 903053 A V034 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 24.78 01 Manual/key entered 03/03/13 645733 A V080 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 238.98 01 Manual/key entered 03/03/13 03558B A V051 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 93.28 01 Manual/key entered 03/03/13 041609 A V634 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 152.10 01 Manual/key entered 03/03/13 003543 A V051 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 70.24 01 Manual/key entered 03/03/13 07621D A V247 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 473.28 01 Manual/key entered 03/03/13 02641D A V247 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 14.00 90 Cvv qualified mag stripe read 03/03/13 07990D A V248 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 8.52 01 Manual/key entered 03/03/13 084541 A V634 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 128.32 01 Manual/key entered 03/03/13 080211 A VN12 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 15.00 90 Cvv qualified mag stripe read 03/03/13 40524F A V817 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 14.00 90 Cvv qualified mag stripe read 03/03/13 015315 A V047 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 18.00 90 Cvv qualified mag stripe read 03/03/13 08245B A V050 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 106.76 01 Manual/key entered 03/03/13 05201C A V051 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 56.71 01 Manual/key entered 03/03/13 03012A A V034 UNKNOWN Unknown Transaction 123456789123987654321 DBA NAME USD 4567 12345 98765432123403/04/13 VISA 123456******9876 19.00 90 Cvv qualified mag stripe read 03/03/13 07191B A V050 UNKNOWN Unknown Transaction DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL0404 Checking Account Funding Report From 04/01/2013 To 04/02/2013

Hierarchy ID: 90 - 123456789123 Run Date 04/17/2013

Currency Funded Checking Amount Code Date Account Number Paid

USD 04/01/13 ******1234 184,523.29 USD 04/01/13 ******1234 2,971,297.90 USD 04/01/13 ******1234 1,384,391.35 USD 04/01/13 ******1234 2,778,985.91 USD 04/01/13 ******1234 2,990,297.09 USD 04/01/13 ******1234 27,431.85 USD 04/02/13 ******1234 150,273.45 USD 04/02/13 ******1234 4,972,913.92 USD 04/02/13 ******1234 2,327,702.94 USD 04/02/13 ******1234 3,109,874.47 USD 04/02/13 ******1234 3,040,982.63 USD 04/02/13 ******1234 45,894.77 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL0407 Funding Reconciliation by Date/Location Report From 04/01/2013 To 04/02/2013 Hierarchy ID: 90 - 123456789123 Run Date 04/17/2013 Settled Batches by Funding Date

Location DBA External Deposit Funding Batch Currency Submit Sales Refund Net Net Reject Reject Net Processed Net ID Name Merchant Date Type Number Code Date Count Amount Count Amount Submitted Submitted Count Amount Count Processed Number Count Amount Amount

123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 77 4,007.68 2 (458.64) 79 3,549.04 0 0.00 79 3,549.04 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 3,930 1,424,162.66 139 (33,055.69) 4,069 1,391,106.97 0 0.00 4,069 1,391,106.97 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 287 143,707.17 17 (5,893.47) 304 137,813.70 0 0.00 304 137,813.70 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 19,730 521,499.85 66 (1,292.04) 19,796 520,207.81 2 9.00 19,796 520,207.81 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 17,092 668,457.45 37 (1,197.41) 17,129 667,260.04 1 100.38 17,129 667,260.04 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 22,893 968,524.32 340 (11,066.97) 23,233 957,457.35 0 0.00 23,233 957,457.35 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 12,656 459,022.43 217 (5,346.12) 12,873 453,676.31 0 0.00 12,873 453,676.31 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 3,564 1,139,111.27 41 (6,531.71) 3,605 1,132,579.56 0 0.00 3,605 1,132,579.56 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 565 27,489.25 4 (57.40) 569 27,431.85 0 0.00 569 27,431.85 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 691 39,918.73 3 (91.13) 694 39,827.60 0 0.00 694 39,827.60 123456789123 DBA Name 123456789 04/01/2013 Credit Deposits 000000012345 USD 04/01/2013 193 7,093.94 3 (211.95) 196 6,881.99 0 0.00 196 6,881.99 Settled Batches Summary by Date 123456789123 04/01/2013 Credit Deposits USD 91,083 10,492,267.35 1,248 ########## 92,331 ############ 3 109.38 92,331 10,337,645.77 123456789123 04/01/2013 3rd Party Adjustments USD 2 (609.00) 0 0.00 2 (609.00) 0 0.00 2 (609.00) 123456789123 04/02/2013 Credit Deposits USD 97,872 14,220,849.58 1,973 ########## 99,845 ############ 2 64,481.76 99,845 13,719,772.33 123456789123 04/02/2013 3rd Party Adjustments USD 16 (3,481.91) 1 (235.00) 17 (3,246.91) 0 0.00 17 (3,246.91) Deposit Adjustments

Location External Currency Deposit Reference Description Amount ID Merchant Code Date Number Number

123456789123 123456789 USD 04/01/2013 000000012345 ADJUSTMENT FOR ELECTRONIC DEPOSIT REJECTS (9.00) 123456789123 123456789 USD 04/02/2013 000000012345 ADJUSTMENT FOR ELECTRONIC DEPOSIT REJECTS (2.76) 123456789123 123456789 USD 04/01/2013 000000012345 ADJUSTMENT FOR ELECTRONIC DEPOSIT REJECTS (100.38) 123456789123 123456789 USD 04/02/2013 000000012345 ADJUSTMENT FOR ELECTRONIC DEPOSIT REJECTS (64,479.00) Deposit Chargeback / Reversals

Location External Currency Chargeback Case Reference Cardholder Trans Chargeback Due Status Status ID Merchant Code Description Number Number Number Date Amount Date Date Number

123456789123 123456789 USD Fraudulent transaction - card present 123456789123 12345678998765432165423 123456******9876 02/15/2013 (190.64) 04/20/2013 03/31/2013 OPEN 123456789123 123456789 USD Fraudulent transaction - no cardholder au123456789123 12345678998765432165423 123456******9876 03/13/2013 (414.61) 04/20/2013 03/31/2013 OPEN 123456789123 123456789 USD Fraudulent transaction - no cardholder au123456789123 12345678998765432165423 123456******9876 03/13/2013 (413.21) 04/20/2013 03/31/2013 OPEN 123456789123 123456789 USD Fraudulent transaction - no cardholder au123456789123 12345678998765432165423 123456******9876 03/14/2013 (384.24) 04/20/2013 03/31/2013 OPEN 123456789123 123456789 USD Fraudulent transaction - no cardholder au123456789123 12345678998765432165423 123456******9876 03/14/2013 (467.05) 04/20/2013 03/31/2013 OPEN 123456789123 123456789 USD Fraudulent transaction - no cardholder au123456789123 12345678998765432165423 123456******9876 03/15/2013 (331.21) 04/20/2013 03/31/2013 OPEN 123456789123 123456789 USD No authorization 123456789123 12345678998765432165423 123456******9876 03/26/2013 (10.50) 04/21/2013 04/01/2013 OPEN 123456789123 123456789 USD Requested/required authorization not obt 123456789123 12345678998765432165423 123456******9876 03/24/2013 (7.25) 04/19/2013 03/30/2013 OPEN 123456789123 123456789 USD Requested/required authorization not obt 123456789123 12345678998765432165423 123456******9876 03/26/2013 (26.75) 04/20/2013 03/31/2013 OPEN 123456789123 123456789 USD Declined authorization 123456789123 12345678998765432165423 123456******9876 03/13/2013 (77.00) 04/19/2013 03/30/2013 OPEN 123456789123 123456789 USD Requested/required authorization not obt 123456789123 12345678998765432165423 123456******9876 01/05/2013 (23.90) 04/20/2013 03/31/2013 OPEN DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Interchange Summary

Currency Description Trans Trans Sales Percent Sales Percent Code Count Amount by Amount by Count

USD 001-AMEX PASS-THRU 11 1,897.91 0.01% 0.01% USD 001-DISCOVER PASS-THRU 8 1,958.00 0.01% 0.00% USD M124-MC-BUS ENH VAL DATA RATE I 247 20,240.23 0.08% 0.13% USD M239-MC-BUS ENH VAL T&E I 34 3,838.06 0.02% 0.02% USD M251-MC-BUS ENH VAL T&E II 64 61,195.31 0.26% 0.03% USD MA68-MC-COM DATA RATE I FLT NFUEL 17 4,481.30 0.02% 0.01% USD M125-MC-COM T & E I(US) FLEET 7 1,563.82 0.01% 0.00% USD MA85-MC-COM T & E II(US) PURCH 8 11,391.78 0.05% 0.00% USD M103-MC-COMML STANDARD BUS 8 81.00 0.00% 0.00% USD M083-MC-CONSUMER CREDIT REFUND 1 59 (10,167.96) 0.04% 0.03% USD M100-MC-CONSUMER CREDIT REFUND 3 27 (5,201.30) 0.02% 0.01% USD M101-MC-CONSUMER CREDIT REFUND 4 151 (4,127.47) 0.02% 0.08% USD M102-MC-CONSUMER CREDIT REFUND 5 98 (36,427.95) 0.15% 0.05% USD M736-MC-CONSUMER REFUND 1 (DB) 45 (15,796.92) 0.07% 0.02% USD M738-MC-CONSUMER REFUND 3 (DB) 70 (2,566.90) 0.01% 0.04% USD M028-MC-CONVENIENCE PURCHASES 786 11,042.33 0.05% 0.41% USD M176-MC-CORP BUSINESS INTL FLT 210 39,922.52 0.17% 0.11% USD M141-MC-CORP DATA RATE I (US) BUS 634 129,413.80 0.54% 0.33% USD M158-MC-CORP DATA RATE I (US) CORP 40 5,237.68 0.02% 0.02% USD M121-MC-CORP DATA RATE I (US) PUR 3 3,692.11 0.02% 0.00% USD M156-MC-CORP PURCHASING INTL PUR 9 6,613.04 0.03% 0.00% USD M145-MC-CORP T & E I(US) BUS 81 5,733.74 0.02% 0.04% USD M162-MC-CORP T & E I(US) CORP 4 589.61 0.00% 0.00% DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL1501 Chargeback Detail by Status Date From 04/01/2013 To 04/03/2013 Hierarchy ID: 90 - 123456789123 Run Date 04/11/2013 Location External Merchant DBA Currency Status Case Invoice Card Cardholder Chargeback Category Chargeback Adjustment ID Number Name Code Date Number Number Type Number Status Amount Amount

123456789123 123123456 DBA Name USD 04/02/13 123456789123 987654321123 VISA 123456******9876 CLOSED DEBITED 125.20 125.20 123456789123 123123456 DBA Name USD 04/03/13 123456789123 987654321123 MC 123456******9876 CLOSED DEBITED 107.05 107.05 123456789123 123123456 DBA Name USD 04/02/13 123456789123 987654321123 MC 123456******9876 OPEN DEBITED 23.01 23.01 123456789123 123123456 DBA Name USD 04/02/13 123456789123 987654321123 VISA 123456******9876 OPEN DEBITED 100.00 100.00 123456789123 123123456 DBA Name USD 04/01/13 123456789123 987654321123 VISA 123456******9876 OPEN DEBITED 10.50 10.50 123456789123 123123456 DBA Name USD 04/02/13 123456789123 987654321123 VISA 123456******9876 OPEN DEBITED 28.76 28.76 123456789123 123123456 DBA Name USD 04/03/13 123456789123 987654321123 VISA 123456******9876 REVERSED AUTO REPRESENTMENT 14.38 14.38 123456789123 123123456 DBA Name USD 04/02/13 123456789123 987654321123 MC 123456******9876 CLOSED DEBITED 87.58 87.58 123456789123 123123456 DBA Name USD 04/03/13 123456789123 987654321123 VISA 123456******9876 CLOSED DEBITED 23.44 23.44 123456789123 123123456 DBA Name USD 04/01/13 123456789123 987654321123 VISA 123456******9876 OPEN DEBITED 3.77 3.77 123456789123 123123456 DBA Name USD 04/03/13 123456789123 987654321123 MC 123456******9876 OPEN DEBITED 30.00 30.00 123456789123 123123456 DBA Name USD 04/02/13 123456789123 987654321123 VISA 123456******9876 CLOSED DEBITED 45.75 45.75 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL1511 Retrieval Detail by Status Date From 04/01/2013 To 04/08/2013

Hierarchy ID: 90 - 123456789123 Run Date 04/11/2013

Location External DBA Currency Status Case Card Cardholder Status Description Trans Trans ID Merchant Name Code Date Number Type Number Date Amount Number

123456789123 123456789123 DBA Name USD 04/01/13 123456789 MC 123456******9876 MEDIA EXPIRED Signature/fraud investigation 02/09/13 42.07 123456789123 123456789123 DBA Name USD 04/01/13 123456789 VISA 123456******9876 MEDIA EXPIRED Fraud analysis request 12/31/12 947.90 123456789123 123456789123 DBA Name USD 04/02/13 123456789 VISA 123456******9876 MEDIA FULFILLED Fraud analysis request 03/26/13 20.19 123456789123 123456789123 DBA Name USD 04/02/13 123456789 VISA 123456******9876 MEDIA FULFILLED Fraud analysis request 03/07/13 1,208.26 123456789123 123456789123 DBA Name USD 04/02/13 123456789 MC 123456******9876 CHARGEBACK FULFILLED Fraudulent transaction - no c 03/16/13 20.00 123456789123 123456789123 DBA Name USD 04/02/13 123456789 VISA 123456******9876 MEDIA FULFILLED Fraud analysis request 03/14/13 661.50 123456789123 123456789123 DBA Name USD 04/03/13 123456789 VISA 123456******9876 MEDIA EXPIRED T&e document request 02/13/13 108.18 123456789123 123456789123 DBA Name USD 04/03/13 123456789 VISA 123456******9876 MEDIA FULFILLED Cardholder request copy with 12/05/12 199.76 123456789123 123456789123 DBA Name USD 04/03/13 123456789 VISA 123456******9876 MEDIA FULFILLED Cardholder request copy with 02/19/13 439.20 123456789123 123456789123 DBA Name USD 04/03/13 123456789 MC 123456******9876 MEDIA FULFILLED Signature/fraud investigation 02/14/13 85.53 123456789123 123456789123 DBA Name USD 04/03/13 123456789 MC 123456******9876 MEDIA FULFILLED Signature/fraud investigation 03/14/13 327.95 123456789123 123456789123 DBA Name USD 04/03/13 123456789 VISA 123456******9876 MEDIA FULFILLED Fraud analysis request 03/14/13 279.83 123456789123 123456789123 DBA Name USD 04/03/13 123456789 VISA 123456******9876 MEDIA FULFILLED Cardholder request copy with 01/11/13 496.30 123456789123 123456789123 DBA Name USD 04/03/13 123456789 VISA 123456******9876 MEDIA FULFILLED Cardholder request copy with 01/23/13 151.28 123456789123 123456789123 DBA Name USD 04/03/13 123456789 MC 123456******9876 MEDIA FULFILLED Potential chargeback/complia 02/10/13 65.98 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL0104 Qualification Expense Detail by Location/Date From 04/01/2013 To 04/12/2013

Hierarchy ID: 90 - 123456789123 Run Date 04/16/2013

Location External DBA Currency Description Submit Trans Trans Interchange ID Merchant Name Code Date Count Amount Expense Rate Number 123456789123 999999999 DBA Name USD M005 MC-FOREIGN ELECTRONIC PLUS 04/01/13 1 18.00 0.3510 1.9500% + .0000 123456789123 999999999 DBA Name USD M009 MC-DOMESTIC MERIT III 04/01/13 1 18.00 0.3844 1.5800% + .1000 123456789123 999999999 DBA Name USD M011 MC-DOMESTIC MERIT I 04/01/13 1 84.50 1.6971 1.8900% + .1000 123456789123 999999999 DBA Name USD M095 MC-WORLDCARD MERIT I 04/01/13 1 89.83 1.9415 2.0500% + .1000 123456789123 999999999 DBA Name USD M097 MC-WORLDCARD MERIT III 04/01/13 1 34.00 0.7018 1.7700% + .1000 123456789123 999999999 DBA Name USD M201 MC-WORLD ELITE MERIT I 04/01/13 1 238.98 6.0745 2.5000% + .1000 123456789123 999999999 DBA Name USD M609 MC-DOMESTIC MERIT III (DB) 04/01/13 3 53.00 1.0065 1.0500% + .1500 123456789123 999999999 DBA Name USD M611 MC-DOMESTIC MERIT I (DB) 04/01/13 2 91.86 1.7698 1.6000% + .1500 123456789123 999999999 DBA Name USD MN02 MC-REG INCENT FRF ADJ POS (DB) 04/01/13 5 91.00 1.1455 0.0500% + .2200 123456789123 999999999 DBA Name USD MN16 MC-REG CONSM WFRAUD ADJ MC(DB) 04/01/13 1 99.67 0.2698 0.0500% + .2200 123456789123 999999999 DBA Name USD V034 VI-CPS CARD NOT PRESENT 04/01/13 3 257.11 4.9280 1.8000% + .1000 123456789123 999999999 DBA Name USD V047 VI-CPS/SMALL TICKET 04/01/13 2 30.00 0.5750 1.6500% + .0400 123456789123 999999999 DBA Name USD V050 VI-CPS/REWARDS 1 04/01/13 2 53.00 1.0745 1.6500% + .1000 123456789123 999999999 DBA Name USD V051 VI-CPS/REWARDS 2 04/01/13 13 977.45 20.3604 1.9500% + .1000 123456789123 999999999 DBA Name USD V080 VI-EIRF NON CPS ALL OTHER 04/01/13 7 580.00 14.0400 2.3000% + .1000 123456789123 999999999 DBA Name USD V092 VI-CONS NON-PASS TRANS CREDIT 04/01/13 1 -135.68 -2.3880 1.7600% + .0000 123456789123 999999999 DBA Name USD V093 VI-COMM NON-PASS TRANS CREDIT 04/01/13 1 -322.96 -7.5896 2.3500% + .0000 123456789123 999999999 DBA Name USD V634 VI-CPS CNP (DB) 04/01/13 3 245.20 4.4959 1.6500% + .1500 Interchange Expense is an estimated calculation; amounts may change when actual billing occurs DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL0129 Qualification Analysis Summary by Corporate From 04/01/2013 To 04/02/2013

Hierarchy ID: 90 - 123456789123 Run Date 04/16/2013

External Merchant DBA Currency Trans Trans Corporate Number Name Code Description Count Amount

123456789123 123456789123 DBA Name USD M003 MC-DOMESTIC STANDARD 1 636.88 123456789123 123456789123 DBA Name USD M005 MC-FOREIGN ELECTRONIC PLUS 30 16,819.68 123456789123 123456789123 DBA Name USD M006 MC-FOREIGN STANDARD PLUS 161 61,198.36 123456789123 123456789123 DBA Name USD M050 MC-LODGING 278 103,730.26 123456789123 123456789123 DBA Name USD M060 MC-WORLDCARD - LODGING 525 199,105.93 123456789123 123456789123 DBA Name USD M083 MC-CONSUMER CREDIT REFUND 23 -4,027.16 123456789123 123456789123 DBA Name USD M102 MC-CONSUMER CREDIT REFUND 24 -5,918.30 123456789123 123456789123 DBA Name USD M105 MC-CORPORATE CREDIT REFUND 7 -1,758.77 123456789123 123456789123 DBA Name USD M130 MC-CORP T & E II(US) PURCHASE 4 2,190.36 123456789123 123456789123 DBA Name USD M145 MC-CORP T & E I(US) BUS 16 438.68 123456789123 123456789123 DBA Name USD M150 MC-CORP T & E II(US) BUS 63 30,212.01 123456789123 123456789123 DBA Name USD M170 MC-CORP T & E II(US) CORP 3 2,718.09 123456789123 123456789123 DBA Name USD M176 MC-CORP BUSINESS INTL FLT 26 11,505.64 123456789123 123456789123 DBA Name USD M217 MC-WORLD ELITE T&E LODGING 309 126,368.23 123456789123 123456789123 DBA Name USD M225 MC-WORLD ELITE T&E LG TKT 6 27,850.13 123456789123 123456789123 DBA Name USD M232 MC-WORLD CORP T&E RATE II B 15 10,768.26 123456789123 123456789123 DBA Name USD M239 MC-BUS ENH VAL T&E I 6 128.94 123456789123 123456789123 DBA Name USD M244 MC-WORLD ELITE CORP T&E II B 8 2,758.71 123456789123 123456789123 DBA Name USD M245 MC-WORLD ELITE CORP T&E I BU 1 25.66 123456789123 123456789123 DBA Name USD M251 MC-BUS ENH VAL T&E II 23 14,033.38 123456789123 123456789123 DBA Name USD M306 MC-PREM CON STD ACQUSISSCA 44 10,852.77 123456789123 123456789123 DBA Name USD M308 MC-PREM CON ELEC ACQUSISSC 3 1,046.78 123456789123 123456789123 DBA Name USD M314 MC-PREM CON STD ACQUSISSLA 32 8,990.02 123456789123 123456789123 DBA Name USD M316 MC-PREM CON ELEC ACQUSISSL 2 1,258.29 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

HL1520 Chargeback Fraud Summary Report From 04/01/2013 To 04/03/2013

Hierarchy ID: 90 - 123456789123 Run Date 04/11/2013

Location External Merchant DBA Currency Reason Chargeback Item Chargeback ID Number Name Code Code Description Count Amount Percentage

123456789123 123456789123 DBA Name USD 37 Fraudulent transaction - no cardholder authorization 1 23.01 0.25 123456789123 123456789123 DBA Name USD 81 Fraudulent transaction - card present 1 125.20 1.37 123456789123 123456789123 DBA Name USD 81 Fraudulent transaction - card present 1 28.76 0.31 123456789123 123456789123 DBA Name USD 37 Fraudulent transaction - no cardholder authorization 1 87.58 0.96 123456789123 123456789123 DBA Name USD 37 Fraudulent transaction - no cardholder authorization 2 2,500.00 27.36 123456789123 123456789123 DBA Name USD 37 Fraudulent transaction - no cardholder authorization 2 265.42 2.90 123456789123 123456789123 DBA Name USD 81 Fraudulent transaction - card present 1 44.00 0.48 123456789123 123456789123 DBA Name USD 37 Fraudulent transaction - no cardholder authorization 5 3,662.74 40.09 123456789123 123456789123 DBA Name USD 75 Cardholder does not recognize transaction 1 318.44 3.49 123456789123 123456789123 DBA Name USD 81 Fraudulent transaction - card present 2 -978.67 -10.71 123456789123 123456789123 DBA Name USD 83 Fraudulent transaction - card not present 2 -28.88 -0.32 123456789123 123456789123 DBA Name USD 83 Fraudulent transaction - card not present 2 2,024.72 22.16 123456789123 123456789123 DBA Name USD 75 Cardholder does not recognize transaction 5 380.00 4.16 123456789123 123456789123 DBA Name USD 83 Fraudulent transaction - card not present 2 380.00 4.16 123456789123 123456789123 DBA Name USD 83 Fraudulent transaction - card not present 1 304.50 3.33 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Treasury Management

Wholesale Merchant Solutions Wells Fargo Payment Gateway® service

Helping merchants enhance sales opportunities, manage payment risk, and streamline payments processing for electronic commerce channels The Wells Fargo Payment Gateway service puts a secure and flexible processing environment at your fingertips, providing a single source for multiple payment options, report and reconciliation services, and industry-leading tools to reduce transaction risk and manage fraud. Combine this with a Wells Fargo deposit account, and you’ll have access to next-business-day funding of your card payments in U.S. dollars.

Secure, flexible payment processing Security and system availability. PCI DSS compliance is important to your business. Reduce your risk and worries Increase sales and customer satisfaction. The more about managing sensitive payment data with the PCI- payment types you accept, the greater your opportunity compliant Wells Fargo Payment Gateway service. Payment for increased sales. Use the Wells Fargo Payment Gateway tokenization technology lets you move sensitive payment service to accept major credit cards, debit cards, eChecks, data off of your system and store that data at PCI-certified digital payment types, and purchasing-card Level III data — data centers. all through a single connection. With high system availability, you can rest assured that you Global card capabilities support more than 130 currencies are providing your customers with an optimal experience with options for U.S. dollar or local currency funding.1 while maximizing sales opportunities. Use subscription services to support installment and recurring payments. It’s easy for payers to use and it Funding reconciliation and reporting. View and download enhances the shopping experience for your repeat customers. reports (XML, PDF, and CSV formats) to manage your disputes (chargebacks), interchange, and exceptions. Solution integration. With the Wells Fargo Payment Gateway These reports contain the transaction order ID, enabling service, you can easily integrate online payment information you to easily match information to the original transactions. into your ERP or system of record. This flexible capability View reports plus search and query transactions online. means you can choose how to manage and access data, The Card Payments Reconciliation report provides saving time, and reducing the risk of error. information on your funding position, disputes, and card processing fees. Import the file into your system to match Manage risk. Use screening and verification services such items and identify exceptions easily. as AVS, Card Verification Number (CVV2 or CVC2, for example), worldwide delivery address verification, export continued compliance checks, Verified by Visa, and MasterCard SecureCode. Take risk management a step further with Decision Manager, which lets you define automated screening rules for order disposition (accept, reject, review), 1 Some restrictions may apply. Foreign currencies settle in U.S. dollars; integrating over 150 detectors to detect fraud more quickly multi-currencies remain in local currency. and accurately. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

How the Wells Fargo Payment Gateway service works:

For more information on the Wells Fargo Payment Gateway service, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com.

Contract 5955 Exhibit F Treasury Management

Wholesale Merchant Solutions Decision Manager

Help protect your e-commerce profits with fraud detection tools that make it fast and easy to make accept or decline decisions on your electronic payments. Today’s sophisticated and ever-changing fraud techniques can pose a real threat to your revenue from online sales. Decision Manager arms e-commerce merchants with a real-time risk score on every online transaction you process. With this powerful information, you can automate fraud management, take steps to reduce your chargebacks and fraud losses, and sell with confidence.

The Decision Manager service offers:

Evaluate transactions in real time. The powerful Decision Spend less time on manual reviews. Adding Decision Manager engine works with any web-based payments Manager improves staff productivity and streamlines gateway to evaluate credit and debit card payments case management. Because the system can be used to immediately. It operates behind the scenes to optimize automate fraud management, staff need only review fraud management, with no disruption to your existing orders that meet your criteria for manual oversight. You data flow or customer service. can use Decision Manager’s flexible case management interface, or export data to your existing system. Make sound fraud management decisions. Decision Manager generates a risk score for every transaction you Adjust risk settings to meet your needs. You determine process, based on more than 260 global validation tests which transactions to accept, decline, and send for and 60 billion transactions processed annually by Visa®. manual review, using screening profiles tailored to your This current and actionable information helps you products and customers. You can create and modify eliminate guesswork. With Decision Manager, you can these business rules on demand, with no IT coding make immediate accept or decline decisions based on the required, and test effectiveness before launching latest fraud threats and known issues, and even automate new settings. the decisioning process. Develop a comprehensive fraud protection strategy. Reduce chargebacks and fraud losses. Fraud losses come Adding Decision Manager starts with an analysis of in many forms, from chargebacks on stolen card numbers your previous transactions to identify the right fraud to products shipped to falsified addresses. With Decision management settings for your organization. Your Manager, you take a proactive approach that can help Wells Fargo team works with you across the process, identify and decline many of these schemes without any from planning and implementation through training staff intervention. and result measurement. Stronger upfront controls, such as IP geolocation, continued multi-merchant transaction histories, and global delivery address and telephone number verification help protect your company and mitigate your risk. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

How Decision Manager works:

Accepts

Decision Routes suspect transactions Manager for manual review Declines Your customer Decision Manager Decision Manager generates Your sta reviews suspect submits an order instantly evaluates a risk score for the transaction. transactions with the through your transactions. ﬂexible Decision Manager website. interface and make ﬁnal accept or decline decisions.

For more information about Decision Manager or other Wholesale Merchant Solutions, contact your Wells Fargo treasury management representative or visit wellsfargo.com/com.

Contract 5955 Exhibit F Integration Methods

Each Integration Method features a different way for payment information to enter CyberSource's system. We offer fast and simple methods and more advanced options that provide greater flexibility and control. Determine which Integration Method best matches your business' needs, learn how each method works, its advantages, and the technical skills required.

Secure Acceptance Web/Mobile Accept payments from any browser – web or mobile, while benefiting from language packs and other easily configurable options. Hosted payment solution, allowing card data to bypass merchant’s network and travel directly from end-user consumer to CyberSource, greatly simplifying the PCI compliance process.

http://apps.cybersource.com/library/documentation/dev_guides/Secure_Acceptance_WM/html/wwhel p/wwhimpl/js/html/wwhelp.htm

Secure Acceptance Silent Order POST Host your own order page and post payment data to CyberSource to process each transaction. Direct post solution, allowing card data to bypass merchant’s network and travel directly from end-user consumer to CyberSource, greatly simplifying the PCI compliance process. Support full customization.

http://apps.cybersource.com/library/documentation/dev_guides/Secure_Acceptance_SOP/html/wwhel p/wwhimpl/js/html/wwhelp.htm

Virtual Terminal Use CyberSource's easiest payment solution to enter credit card orders, issue credits, and generate receipts. Your Virtual Terminal can be up & running in 15 minutes. This tool can be utilized by your staff for any transactions that need to be processed outside web or integration payments.

http://www.cybersource.com/resources/quickstart/Enterprise/html/wwhelp/wwhimpl/js/html/wwhelp. htm

Simple Order API Scalability, full range of services & more control for developers. CyberSource provides the client software. Implementing an API client with a CyberSource SDK requires programming skills in ASP/COM, C, Java/Cold Fusion, .NET, Perl or PHP. You should be comfortable installing libraries into your existing server environment. Access to all CyberSource transaction services. Wide support for many popular code/OS combinations.

http://www.cybersource.com/developers/getting_started/integration_methods/simple_order_api/

CyberSource Transaction Web Service Schemas https://ics2ws.ic3.com/commerce/1.x/transactionProcessor/

SOAP Toolkit API Scalability, full range of services & more control for developers. You build your own client software to have scalability, full range of services and great control over buying experience. Access to all CyberSource transaction services. Any code or technology able to build a SOAP message or consume a web-service may be integrated due to the open-source nation of this solution.

http://www.cybersource.com/developers/integration_methods/simple_order_and_soap_toolkit_api/so ap_api/html/wwhelp/wwhimpl/js/html/wwhelp.htm DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Batch Upload Use Offline File Submission to send CyberSource your transactions in batches, instead of submitting each one individually. In one file, you can include transactions that use different services, currencies, countries, merchant IDs, and card types, thus eliminating the burden of handling these values separately.

http://apps.cybersource.com/library/documentation/dev_guides/Offline_Trans_File_Submission/html /wwhelp/wwhimpl/js/html/wwhelp.htm

Recurring Billing (Subscription ID/tokenization) Consolidate one-time and recurring payment processing on a single platform. CyberSource Recurring Billing supports subscription and installment payments, enabling billing via multiple payment options in numerous currencies. Sensitive payment information is stored in secure datacenters, reducing data storage risks.

http://apps.cybersource.com/library/documentation/sbc/SB_Reporting_UG/html/wwhelp/wwhimpl/js /html/wwhelp.htm#href=cover.html

Account Updater Service to be used to update Recurring Billing/Subscription IDs Account Updater notifies you of changes to stored customer credit card data. Such changes could affect expiration date, credit card number, or a brand. Account Updater obtains credit card information from both Visa® and MasterCard® and provides an encrypted response file that you can use to update your data store. http://apps.cybersource.com/library/documentation/dev_guides/Account_Updater_UG/html/wwhelp/ wwhimpl/js/html/wwhelp.htm#href=ch1Intro.html

Other Applications Visa Checkout http://www.cybersource.com/developers/integration_methods/visa_checkout/

PayPal Express Checkout Services http://apps.cybersource.com/library/documentation/dev_guides/PayPal_Express_SO/html/wwhelp/w whimpl/js/html/wwhelp.htm Apple PayTM http://apps.cybersource.com/library/documentation/dev_guides/apple_payments/getting_started/html /wwhelp/wwhimpl/js/html/wwhelp.htm Reporting API In addition to the pre-defined reports in the previous chapter, the Business Center offers on-demand reports. On-demand means that these reports are not automatically generated every day (or week or month), but that you can request them at any time. You can obtain on-demand reports by downloading in the Business Center, using a Client Application or Query API.

http://apps.cybersource.com/library/documentation/sbc/SB_Reporting_UG/html/wwhelp/wwhimpl/js /html/wwhelp.htm#href=cover.html

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F 1 Treasury Management

Mobile payments: the future is here

Strategic considerations to execute your mobile payment plans

October DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Mobile payments: the future is here

What impact will the latest advances in mobile payments have on your business, why does it matter, and how can you prepare?

The mobile payments landscape is taking shape rapidly, and this change oers Total mobile payments in opportunities for merchants to rethink how they do business with their customers. We the United States believe you should be informed about these opportunities, consider the implications, and develop plans to meet your customers’ needs. billion To appreciate the speed and scope of this change, consider that the ﬁrst fully functional predicted smartphone launched just seven years ago. The original Apple iPhone, which went on sale in , began a new generation of computing, and put the power of the internet and a high-powered computer in pockets everywhere.

Mobile payments are a natural extension of the utility of today’s smartphones. The idea of paying with a phone is not new, but we believe we are at the inflection point where growth . is likely to ignite; in fact, total mobile payments in the United States are predicted to reach billion billion by , up from . billion so far in . There are several catalysts coming together to ignite the adoption of mobile payments. First, a common standard is emerging in the form of contactless payments using near- field communication (NFC). NFC has been competing with other technologies, but the announcement that Apple — with roughly a share of the U.S. smartphone market — will deploy NFC into its new devices (the iPhone , iPhone Plus, and Apple Watch) may eectively define a standard. Apple sold more than million iPhones in less than one week of its launch, and sales continue to grow. Those consumers will be equipped to make payments using their iPhones. Second, merchants will be increasingly prepared to accept contactless NFC payments because they are replacing older terminals with new EMV-capable equipment (see “Movement to chip cards” sidebar on page ). Third, we believe users will prefer the speed of contactless payments, as it will require less time than inserting a chip card. Apple Pay™

What are mobile payments? Mobile payments are simply any payment performed from or via a mobile device, whether in person or online.

In person Online These are point-of-sale (POS) payments — such as at a cash Often called “e-commerce payments,” these are mobile register, kiosk, or vending machine — done with a mobile payments made when the customer is not physically present in phone, made when the customer is physically present in the merchant’s location but buying goods and services online the merchant’s location. Also called “proximity” payments, using a mobile device. in-person mobile payments are expanding rapidly and are expected to reach an estimated billion by .

1. eMarketer, “US Mobile Payments 2014: Updated Forecast and Key Trends Driving Growth.” 2 Wall Street Journal, “Apple Keeps U.S. Smartphone Market-Share Lead, But Samsung Gains Ground,” June 3, 2014. 3. Apple press release, September 22, 2014. 4. eMarketer, July 11, 2013. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Mobile payments: the future is here

The rise of mobile payments Over the last decade, mobile phones have become powerful computing tools. Smartphone We advise every users interact with their devices hundreds of times each day to communicate, interact with merchant to have apps, search for information, track their health, and make decisions. a strategy and Using their smartphones to shop online is a natural extension and, indeed, shoppers’ execution plan mobile payments transactions continue to climb — a boon for brick-and-mortar retailers for mobile payments. such as Starbucks using in-person payments as well as web stores such as eBay using online payments.

In-person/POS payments Online payments

At million average weekly At least of all eBay transactions transactions in the U.S., the Starbucks globally are touched by mobile, and more than million new customers bought from mobile payments app accounts for Starbucks eBay eBay by mobile in the second quarter of of transactions made at U.S. alone (mobile eBay sales represented company-operated stores. billion globally in ).

The technologies driving in-store mobile payments New technologies, especially near-ﬁeld communication (NFC), tokenization, and host card emulation (HCE), are helping mobile payments become more mainstream.

Near-ﬁeld NFC is a set of standards that allows devices with an NFC chip to communicate with each other communication over very short distances (inches vs. feet). Payment transactions using NFC technology require a (NFC) contactless merchant terminal and an NFC-enabled mobile device. NFC transactions (like those made with Apple Pay) use a secure element, which is a protected zone inside the phone’s microchip where payment information is stored.

Tokenization Tokenization is an important step in helping to secure mobile payments. Rather than exposing your actual account number, the technology uses a substitute number. This approach eectively reduces the ability for a fraudster to reuse a stolen credential. At the same time, it allows a cardholder to cancel a token without canceling the account. What’s more, if the cardholder’s mobile device is lost or stolen, there is no need to replace the plastic card with a new number because only the tokenized number is compromised.

Host card HCE stores payment credentials in the cloud, which overcomes the memory constraints of the secure emulation element approach. It also opens the technology platform to banks, alternative payment providers, (HCE) Android developers, and other third parties.

Alternative technologies While NFC appears positioned for mass adoption, other methods of connecting users to merchant systems will continue to coexist in the payments ecosystem. Barcodes, as an example, are a mature technology that will continue to be used, particularly in environments where they are already proliﬁc, like with big box retailers. Bluetooth low energy (BLE) is another promising technology, but it has not yet found traction.

Additionally, technologies will continue to evolve and new ones will emerge as mobile payments become more prevalent.

5. Business Insider, John Heggestuen, “An Inside Look At The Starbucks App, The Most Successful Mobile Payments System In The US,” September 23, 2014. 6. Internet Retailing, Chloe Rigby, “More than 6m new customers bought from eBay by mobile in the second quarter alone,” July 13, 2014. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Mobile payments: the future is here

What it means for your business The ability to accept dierent types of mobile payments in-store, especially with mobile wallets like Apple Pay, will allow consumers to have a more convenient purchasing experience, and businesses can potentially increase their revenue. Many consumers are likely to make smartphone-enabled payments their payment method of choice instead of plastic or cash. To fully participate in the payments evolution, you will need to make some important business decisions.

Deploy the right equipment Acceptance of contactless mobile wallet technology requires POS compatibility, which means investing in new equipment, systems, and software. Merchants will also need equipment enabled to accept EMV chip cards to avoid increased liability in October . Braden More Wells Fargo Head of Enterprise Configure checkout for ease of use Payment Strategy Another important consideration is placement of your equipment. Countertop placement should be readily accessible and comfortable for consumers to reach, so they can insert their EMV card or make a payment with their mobile wallet. Merchants will also have the flexibility to use wireless devices for “line busting” and other uses not tied to the “Businesses should consider checkout lane. not only upgrading their POS New opportunity for marketing and loyalty equipment, but also how to Compelling benefits for your business extend far beyond in-store sales to: leverage mobile to provide • Support loyalty programs, targeted oers, promotions, and discounts. immersive experiences that • Reduce fraud and compliance expense. help find, connect, and • Maintain transaction speeds at POS terminals and streamline checkout. reward customers. • Gather customer insight that enables you to oer products and promotions better ” aligned to a consumer’s needs and preferences. • Give consumers what they say they want — increased security, speed, and ease-of-use.

Chip card transactions Movement to chip cards Begin the purchase transaction A liability shift concerning EMV chip cards is coming in October , and it will aect businesses in the U.S. that take in-store payments. The movement to chip cards Check for the chip will help eliminate vulnerabilities tied to the older magnetic-stripe technology. EMV has proven to be highly eective in thwarting the ways hackers steal credit card data or clone cards, but U.S. businesses have not yet widely embraced it or upgraded their collection systems.

After this deadline, a merchant who is unable to accept an EMV card when it is presented will retain the liability for fraud. Insert the Chip Card when prompted EMV stands for Europay, MasterCard®, and Visa®, the companies responsible for backing its initial development in the ¨s, and it is becoming the global standard. Countries that have fully integrated the EMV standards in both the issuing and acquiring sides reduced card-present transaction fraud by %.7 Please note: Online (e-commerce) and manually entered card-present transactions Follow the prompts require other safeguards, and Wells Fargo has solutions that can help merchants mitigate risk. Remove the Chip Card when prompted

The transaction is complete!

7. Visa and EMVCo studies. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F Mobile payments: the future is here

How can we help? Wells Fargo is focused on helping our customers get ready for the next wave of payment types, as well as educating merchants about the beneﬁts of NFC and EMV and their readiness options. Our experienced team is an invaluable resource to you. Our eReceivables team can perform a business process review (BPR) of payment receipt channels and oer cost-eective tailored solutions to strengthen fraud management and provide a comfortable experience for your customers. With technology changing quickly and changing the way you do business, it helps to engage long-time payments experts for guidance and support. The team can also provide information and resources to help businesses manage their compliance with the Payment Card Industry–Data Security Standards (PCI–DSS).

Find out more about To learn how you can prepare for today’s mobile payment opportunities, contact your mobile payments Treasury Management Sales Consultant.

Contract 5955 Exhibit F

Treasury Management Your merchant services implementation process

Thank you for using Wells Fargo Merchant Services. What you can expect after you commit your business to Wells Fargo: • Your relationship team will gather information from you in order to comply with legal, regulatory, and other internal requirements. During this time they will keep you posted on the progress. • Your sales team will contact you to begin gathering information to complete your implementation. • Your sales team will supply and work with you to complete the necessary documentation for your implementation.

What you can expect during the implementation process: • Your sales officer will introduce you to your merchant implementation manager. • Your assigned implementation manager will guide you through the implementation process by: – Providing an overview of the implementation experience – Gathering additional details – Reviewing the statement of work – Providing document resources and support for your internal technical setup – Coordinating training • As your implementation progresses you will submit test transactions to ensure a successful setup. • You and your implementation manager will coordinate a go-live date. • After your account is processing transactions, your implementation manager will monitor your account for the first 30 days. • Upon receipt of your first monthly merchant account statement, your implementation manager will conduct a statement review and introduce you to your ongoing support team.

What you need to do during the implementation: • Provide additional information that may be needed to complete the implementation as requested. • Ensure your technical and financial resources are available and prepared to participate as needed. • Be prepared to discuss your reporting and reconciliation requirements. • Partner with your implementation manager to coordinate your setup, training, test transactions, and go-live date. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Prior to implementation Implementation After implementation 2 to 4 weeks (see time table below)

Wells Fargo Relationship Manager Merchant implementation manager Wells Fargo merchant contacts Relationship or Business associate services Treasury management (TM) or Merchant sales consultant TM or Merchant sales analyst

What’s Finalize and facilitate legal contracts Coordinate efforts of all parties Provide ongoing happening for merchant services and pricing Gather additional service details servicing and coordinate additional Complete any credit or regulatory Complete setup of services requirements training as needed Provide reference materials Gather merchant implementation details Coordinate training Provide a detailed review of the merchant card reporting Provide a merchant statement review 30 days post go-live

Implementation time table Service Definition Time to implement*

Terminal 1-20 A Point Of Sale (POS) terminal refers to the hardware and software used for checkouts, serving 2 – 4 weeks Terminal 21+ as a tool to manage the selling process by a salesperson accessible interface. They are used in 4 – 8 weeks “face-to-face” transactions where both the customer and the card are present at the POS.

Value Added VAR is a 3rd party, non-Wells Fargo entity which offers a merchant payment technical solution. 4 weeks Reseller (VAR) Authorization and settlement processing of these transactions is provided by Wells Fargo.

Direct Connect Direct Connect allows you to connect to the processor for authorization and settlement via one 8 – 10 weeks of the two options: 1. MPLS Circuit – Dedicated connection from your location into the processor. Requires a Cisco router owned by the processor. 2. VPN – Dedicated connection from your location using the internet. Requires a Cisco router owned by the processor.

Wells Fargo The Virtual Terminal is similar to an internet-based version of the credit card terminals used at 2 – 4 weeks Payment Gateway retail stores. You can use the Virtual Terminal to process orders by keying in the payment and (WFPG) – customer information pertinent to the order or by swiping a card with a reader. Virtual Terminal

WFPG – Secure Acceptance is an internet-based hosted checkout experience. It consists of securely 4 – 8 Weeks Secure managed payment forms for processing transactions. You, the merchant, submit payments to Acceptance Secure Acceptance, which is specifically designed to accept electronic payments.

WFPG – API is an internet-based communication protocol that facilitates the transfer of information 8 – 12 Weeks Application between separate software applications. This allows you to create your own customized order Program Interface page and customer receipt to give you more control over your customer’s buying experience (API) Integration while connecting with WFPG to securely process your transactions.

WFPG – Decision Manager provides you with a real time risk score on every online transaction processed. 2 – 4 weeks Decision Manager This allows you to automate fraud management and takes steps to reduce your chargebacks and fraud losses. Decision Manager leverages over 60 billion transactions that Visa and CyberSource process annually, resulting in powerful insights and analytics to manage your risk and prevent fraud.

* Actual timeframe of coding to specifications may vary by individual merchant or vendor. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Your Wells Fargo team

Relationship Manager eReceivables consultant or Sales Analyst • Manages and supports your overall banking • Introduces merchant solutions relationship • Facilitates signing of legal contracts

Relationship associate or Business associate Merchant implementation manager • Supports your relationship manager • Facilitates all aspects of the end to end • Provides day to day customer service implementation of new Merchant services and changes to existing services Treasury management sales consultant • Coordinates training or Sales analyst • Introduces treasury management solutions Wells Fargo merchant services • Meets with you on a regular basis to review existing • Provides day-to-day research and transaction services, discuss treasury management needs and support on existing accounts and services share industry best practices • Assists with merchant product questions • Coordinates ongoing merchant product training as needed

Contract 5955 Exhibit F

Wells Fargo Merchant Services RFP response conditions By responding to the RFP, Wells Fargo Merchant Services is not indicating our acceptance of any of the terms or conditions contained in the RFP, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response, and we expressly reject any terms or conditions in the RFP that purport to be binding on Wells Fargo Merchant Services by virtue of our proposal, including, but not limited to, any signature page statements, certifications, confirmations and the like required as part of an RFP response. Instead, our proposal is intended to be a description of the services we are able to provide in response to the requirements described in the RFP including a firm commitment regarding the fees we would expect to receive for those services. If our proposal is accepted in principle, we are willing to negotiate mutually acceptable terms and conditions that shall govern our payment services relationship with the City. To this end, we are providing a link to a copy of our Program Guide (http://www.wellsfargo.com/downloads/pdf/biz/merchant/program-guide- gov.pdf), which we expect to become the final contract between Wells Fargo Merchant Services and the City with respect to our payment services, and we will consider in good faith any changes to the Program Guide that you may request. In addition, the City should be aware that the processing of credit and debit card transactions is subject to the terms, conditions, policies, and procedures of the Visa® and MasterCard® Payment Networks and the non-bankcard issuers. A summary of many of the key elements of those Payment Network requirements is provided in the Operating Procedures section of the Program Guide. The terms, conditions, policies, and procedures of the Visa and MasterCard Payment Networks and the non-bankcard issuers are independently established and beyond the control of Wells Fargo Merchant Services to negotiate. Payment Network mandated fees and assessments are governed by the Payment Networks and are subject to change during the term of the contract and in accordance with the terms of the Program Guide. Wells Fargo’s pricing as provided in its response to this RFP is based upon the information provided by the City (e.g., existing processing technology, number of merchant accounts, etc.) as of the date the pricing provided in Wells Fargo’s RFP response was created. In responding to this RFP, Wells Fargo only agrees to be bound to the pricing it provided therein to the extent that the assumptions upon which it was based, was reasonably derived in relation to the information provided by the City as of the date of the creation of that pricing, are accurate and unchanged. In the event that Wells Fargo is the successful bidder, and the City subsequently provides additional information to Wells Fargo that would affect it’s the pricing (including pass through fees paid by the City), Wells Fargo shall not be bound by the pricing provided in the RFP response and shall have the right to revise the pricing based upon the corrected information provided by the City. Further, should Wells Fargo be the successful bidder for this RFP, the City shall be required to execute a Final Pricing Terms document. Information contained in this response is valid for 60 days from the date of submittal. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com

ADDENDUM #1

RFP # 5955

SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON

Issue Date: November 6, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Addendum #1 to be returned with Proposal

The Schedule of Events and due date are revised as follows:

4. SCHEDULE OF EVENTS

The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue Solicitation: 10/19/2015 Deadline for Submission of Questions: 11/6/2015 at 11:00 AM CST Deadline for Submission of Responses: 12/8/2015 at 11:00 AM CST Evaluate and rank initial results: 12/18/2015 Interview(s) with top ranked firms: 1/6/2016 Completion of Negotiations: 1/15/2016 Official Award: 2/2/2016 The City of Denton is using the solicitation ‘Issue Date’ as noted in the Schedule of Events above as the official 30 day notification requirement for an interview with a firm.

Please note that the due date for responses has been moved to December 8, 2015 at 11:00 AM.

NO OTHER CHANGES AT THIS TIME.

Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com

ADDENDUM #2

RFP # 5955

SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON

Issue Date: November 17, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

5595 Debit/Credit Card and Electronic Check Processing Addendum # 2

Debit/Credit Card Processing

1. Who is the current incumbent for debit/credit card processing?

The City’s current incumbent for Debit/Credit Card Processing is Elavon.

2. On a scale of 1 to 10 with 1 being extremely unhappy and 10 being extremely happy, how would you rank the incumbent?

The City cannot comment on the incumbent’s performance. The City is required to go through a formal solicitation process every five years.

3. We see you mentioned Paymentus in the RFP, is the winner of this contract to replace or work with Paymentus?

Paymentus (formerly, TeleWorks) serves as the City’s Application Program Interface (API) for debit/credit card payments made over the Internet and IVR (Interactive Voice Response) for Utility Billing (Customer Service) and the selected vendor would be expected to work with them. Paymentus also interfaces with North Star, the Utility Billing A/R system. However, the City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor.

The City’s Municipal Court utilizes Incode, the Building Inspections Department utilizes TrakIt and the Library utilizes Millenium/Sierra and the selected vendor will need to work with their software provider for debit/credit card payments made over the internet.

4. What CIS or cashiering software are you currently using?

Each City department has software specific to their location which does not integrate into the City’s financial system. Currently, we are using Elavon’s platform for card/check processing (POP/MOTO/Internet).

5. Are you looking for PIN Debit pricing?

Yes. The City is not currently accepting PIN Debit transactions but would like to provide this service with the new contract and implementation of new EMV capable equipment.

6. Are you currently absorbing or are you charging the customer a convenience fee or both?

The City currently has one internet location (Utility Billing) that charges a convenience fee but only for commercial accounts. All others are absorbing the processing fees. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

7. Are you currently offering eBill presentment and if so, who is the incumbent and what is the cost?

The City does offer eBill presentment through eCares, a North Star product. The City is willing to review alternative solutions that may be proposed be a vendor.

8. If not doing eBill, on a scale of 1 to 5 with 5 being extremely important, how would you rank your desire for eBill?

Not applicable, the City currently offers eBill.

9. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), please specify whether the e-payment solution and related transaction processing will be funded via: (1) fees paid to the vendor by the City (“Client-funded”) versus (2) fees paid by the end-user payer/customer (“Convenience Fee-funded”)?

The City currently has one internet location (Utility Billing) that charges a convenience fee but only for commercial accounts. All others are absorbing the processing fees.

10. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), please provide projected annual transaction volumes (by both the number of transactions (#) and by value of transactions ($-amount)), distributing the transaction volumes across the (1) payment methods (e.g., credit/debit card or e-check/ACH) and (2) payment channel (Web, IVR, City Customer Service Representative (CSR), vendor’s Call Center, Recurring, Point of Sale, etc.) that are envisioned for each application.

The City has provided all volume and value information in Exhibit 1 – Pricing Sheet included with the Request for Proposals.

11. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), for which electronic billing presentment is desired, how many bills are expected to be available for electronic presentment annually?

The City only offers bill presentment for utility billing and approximately 86,000 bills are presented annually.

12. For each application/department (e.g., Utilities, Courts, Building Inspections, Library, etc.), for which on site card payments are desired, how many Point of Sale (POS) credit card terminals are desired?

The City desires to have 50 terminals.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

13. For how many unique utility service accounts does the City bill? How many utility bills are issued annually?

This City has approximately 60,000 unique utility service accounts and approximately 700,000 utility bills are issued annually.

14. Which departments/application(s) (e.g., Utilities, Courts, Building Inspections, Library, etc.) does Paymentus support?

Paymentus only supports the City’s Utility Billing (Customer Service) and serves as the API for Internet and IVR (Interactive Voice Response) payments. Paymentus also interfaces with North Star, the Utility Billing A/R System.

15. Does the City seek proposals for solutions that: (1) Support the processing of payments initiated through Paymentus or (2) Support payment initiation (in lieu of Paymentus) as well as the corresponding processing of payments?

The City is willing to review all options as it relates to payments. The City is willing to review a single solution that includes API, bill presentment, point of purchase, Internet/IVR payments, E-Check, recurring card payments, outbound notifications, front portal and back end processor.

16. Between which entities do the referenced API support data exchange: (1) the City’s A/R system and Paymentus or (2) the Paymentus and the Merchant acquirer/processor?

Paymentus supports data exchange for both the City’s A/R system and processor (Elavon) but only for Utility Billing.

17. Per the Solicitation Checklist, vendors should review Exhibit 3 – Scope of Work. This Scope of Work document also contains questions. Do these questions require response as part of vendors’ RFP response? If so, where in the document should they be placed?

The City requests a response to all questions, including those in the Scope of Work. The City prefers that responses to questions in the Scope of Work be provided in that document.

18. Per the RFP, responses should be limited to 200 pages. Does this include any appendices we may need to provide (e.g., sample reports, sample contract)?

No, this does not included required supplemental information requested by the City. Please note that large files and zip files may not make it through our email system, or may take significant time to transmit via email. We request smaller documents to ensure receipt via email. Also, please note that the responses are due at the City by 11:00 A.M., C.S.T., large emails sent by respondents may not make it through our email until after DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

that time. We suggest you send smaller files and in plenty of time to clear the email server before 11:00 A.M., C.S.T. 19. Per the City’s timeline, questions are due Friday, November 6 and responses are due Tuesday, November 17. This will not allow vendors much time to finalize their response after the City supplies responses. Would the City extend the deadline so vendors have adequate time to develop a comprehensive response?

The due date for proposal has been extended and they are now due by 11:00 a.m. on December 8, 2015.

20. If a vendor requires the use of a third party partner to meet the City’s requirements, would the City be willing to contract with more than one vendor?

The City is willing to review all options but prefers a single contract which may or may not involve the use of a third party partner to provide certain services.

21. Regarding Exhibit 1, can you confirm based on the pricing sheet you are processing approximately $73M in sales volume annually for both credit card and check?

The City confirms that this is accurate based on the last 12 months of activity.

22. Regarding Exhibit 1, can you also confirm based on the pricing sheet you are processing approximately 2,277,576 transactions (credit card and check) annually?

The City confirms that this is accurate based on the last 12 months of activity.

23. How many merchant accounts (MIDs) does the City process under today?

The City has 48 MIDs.

24. Do you currently use terminals? Can you provide us information on your point-of-sale terminals by location? What are the makes and models? Do you own or rent your terminals? Are they EMV compliant?

The City’s current equipment is not EMV capable and the City desires to replace all equipment. The City desires to receive options for purchasing and/or leasing replacement equipment, including any special consideration a vendor might provide that would reduce the City’s overall cost. The current equipment is RDM 7111F and the City owns the terminals.

25. What PIN pads are used today? Please provide the number of each, manufacturer, make and model and if owned, rented or leased.

The City desires to replace all current equipment and has no PIN Pads in use.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

26. If any location is using a POS system, please provide the company name, product name, and version, including service packs of each system.

The City utilizes Elavon’s Converge (previously, VirtualMerchant) system.

27. If any of the POS systems use a third-party payment software/middleware application, please provide the company name, product name and version, including service packs of each and the POS system it is used with.

The City utilizes Elavon’s Converge (previously, VirtualMerchant) system.

28. If any of the POS systems use a third-party payment gateway, please provide the company name, product name and the POS system it is used with.

The City utilizes Elavon’s Converge (previously, VirtualMerchant) system which also serves as the payment gateway.

29. If a third-party payment gateway is used for web payment processing, please provide the company name and product name of the gateway and areas using this acceptance type.

The City utilizes Elavon’s Converge (previously, VirtualMerchant) system which also serves as the payment gateway.

30. If a third-party payment gateway is used for IVR payment processing, please provide the company name and product name of the gateway and areas using this acceptance type along with the company name and product name of the IVR system.

The City does not utilize a third-party gateway for IVR payments.

31. If a payment gateway is used for over the counter, mail or telephone payment processing, please provide the company name and product name of the gateway, locations using this acceptance type and how it is used in conjunction with each acceptance method.

The City utilizes Elavon’s Converge (previously, VirtualMerchant) system which also serves as the payment gateway.

32. Who funds the City for Discover transactions today?

Elavon funds all payment cards accepted by the City (Visa, MasterCard and Discover only).

33. Are you PCI compliant today and what is your PCI level?

No. However, the City is working toward compliance for Level 3 processing. The City desires to receive card processing options that may assist with achieving compliance. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

34. Does any location use tokenization today? If so, please provide the tokenization method and product used.

The City does not currently use tokenization but desires to implement tokenization in conjunction with award of this contract.

35. Does any location use point-to-point (P2P) or end-to-end (E2E) encryption today? If so, please provide the encryption method and product used.

The City does not currently use encryption but desires to implement encryption in conjunction with award of this contract.

36. Do you have an EMV strategy? If so, what is your timeframe to implement and what solution and EMV devices (manufacturer, model name and number) are you considering?

The City desires to implement EMV capable equipment in conjunction with award of this contract. The City is willing to review all equipment options.

37. Who is your current merchant card processor? When does your contract expire?

The City’s current processor, except for the City’s Parks Department, is Elavon. The contract with Elavon is due to expire on May 31, 2016 but may be extended contingent on this Request for Proposals. The Libraries processor for internet transaction is PayPal.

38. What is the time frame of your current funding for payment of your settlement items? How are you funded – wire or ACH? What depository bank are your funds settled to?

The City prefers same day, or next day, funding by ACH. The City’s current depository bank is Wells Fargo although the contract expires on May 31, 2016. The City is currently in the process of conducting an RFP for bank depository services to be awarded at the same time as this contract.

39. Do you currently have a recurring billing process in place?

The City does not currently have a recurring billing process for debit/credit card but is interested in implementing this service. The City does have a recurring billing process for e-check payments.

40. Do you have a need for B2B or Purchasing Card Level II and/or Level III?

No.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

41. Do you currently charge a convenience fee for any of your payment acceptance processes? If so, do you use a single or two-transaction model? If you use a two-transaction model, who receives funding for the second transaction?

The City charges a convenience fee for commercial accounts in Utility Billing only through a two-transaction model. Elavon receives funding for the second transaction.

42. Regarding Part 1, requirement 16. a., would a browser based interface be acceptable instead of a software based interface?

Yes.

43. Regarding Part 1, requirement 17.b, is there a specific POS application or system that this device is required to interface with, and if so who will develop the interface to the computer?

No.

44. Regarding Part 1, requirement 17. c., is there a specific POS application or system that will drive the printer? Who would develop the interface from the device response back to the Receipt Printer and/or POS system or application?

There is no specific POS application or system that will drive the printer. The vendor will be responsible for any interfaces between receipt printer and POS system/application.

45. Regarding Part 1, requirement 18, are all of the requirements pertaining to the POS system requirement?

The vendor will be responsible for all POS system updates.

46. Regarding Part 1, requirement 18. d., do the City’s current maintenance contracts include upgrades at no cost?

Yes.

47. Regarding Part 1, requirement 20. a., will the City accept email delivery of the reports to the Assistant Director of Finance?

The City will accept email delivery of reports, if available.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

48. Will the City of Denton need new hardware/equipment or are they looking to use the existing system(s)? If so, can you provide what those are to ensure they are compatible.

49. Please describe the role Paymentus plays in your processing? Are all payments, both card and check, ran through this system? If so are you just looking for a backend processor or are you looking for replacements or alternatives to Paymentus?

50. I have requested some information directly from Paymentus regarding the API but was wondering if there was a specific contact there we should be contacting?

The City prefers that prospective respondents not communicate with the City’s current vendors in conjunction with this Request for Proposals.

51. You mention the Library runs through PayPal but you need a processor to handle the transactions, are you using the PayFlow pro product?

Yes.

52. Can you please provide

a. How many MIDs you currently have? 48.

b. How many users you would need to have access to the systems? 100.

c. Are the MIDs representative of different physical locations in the City or different departments within the City offices? Both.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Check Processing

53. Would the City be open to full service kiosks for the acceptance of checks at the point of purchase, instead of horseshoe bend-style check processor?

The City is interested in reviewing any and all alternatives for check processing equipment at the point of purchase. However, the City is not interested in removing electronic check processing from its cash custodians at the point of purchase.

54. Who is the current incumbent for check processing?

The City’s current incumbent for Check Processing is Elavon.

55. Are all check types authorized through your current vendor?

Only personal and commercial checks are processed through Elavon. All others are manually deposited to Wells Fargo.

56. Do you capture and transmit other data other than MICR, such as ID/driver’s license or telephone number?

The City captures an image but does not transmit driver’s license or telephone information to Elavon.

57. Do you currently accept checks through your website?

The City currently does accept checks through its website. The City is willing to review options for this service.

58. Please provide an outline of what reports you currently use so we can provide recommendations.

The City requests that prospective vendors submit samples of their standard reports to determine if they will meet the City’s needs.

59. How do you currently collect on returned/bad checks today?

The City utilizes a third-party collection agency for returned/bad checks.

60. Is it your policy to require:

a. Checks be imprinted with a name (non-starter checks)

No, the City does accept temporary checks.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

b. Address to be included on the check, either imprinted or written

Yes.

c. Phone number, either imprinted or written

Yes.

d. Driver License number recorded on check

Yes.

61. Are checks returned to a consolidated return account or to the banks at which they are deposited?

Checks are returned to the accounts at which they were deposited.

62. Regarding Part 2, requirement 4:

a. Please elaborate on the requirement to “fully integrate,” what services are performed via the Paymentus API and what processors are the API certified to interface with.

North Star, A/R system for Utility Billing and Elavon, card processor.

b. Are there any third-party gateways or systems the API requires?

No.

c. If so please provide company names and product names?

N/A.

d. What payment types and acceptance types are certified?

Visa, MasterCard and Discover.

e. Is this Internet based only or does it include over-the-counter?

Internet and IVR.

f. Is the API EMV certified, and if so to which processors?

Paymentus is PCI and EMV certified. The City does not have a full list of processors to which Paymentus is certified other than Elavon.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

g. The City requests technology specifications for all proposed systems and services. We consider this information to be proprietary. Would you be willing to sign a non- disclosure agreement?

Yes.

63. Regarding Part 2, requirement 5. a., please identify all existing hardware/software used in this service today, including company name, product name and versions including any service packs, number of each and length of time owned.

The City desires to replace all check processing equipment in conjunction with this Request for Proposals.

64. Do you currently offer an ACH/E-Check option for your customers to process online?

The City current does offer an ACH/E-Check option through its website. However, the City is willing to review options that may replace the current system.

65. As a provider of Remote Deposit Capture services to financial institutions and direct customers, we feel our product is unique in that we can integrate directly into the bank’s core processing platforms for speed of funding and presentment of data. That being said, we wanted to ensure that a company like ours that provides RDC outside of a financial institution would be considered for the RFP.

The City is willing to review all options for RDC processing of checks.

66. Are all checks presented in a paper format and then converted or are you also looking for a verification/guaranty product for electronic of telephone checks?

The City does not accept checks by telephone.

67. Our current ECS imagers are flat feed style RDM terminals and not horse shoe bend style, would you consider these as an alternative?

The City desires to replace all check processing equipment in conjunction with this Request for Proposals and will consider all options.

There will be a 3rd Addendum to follow. Staff is still working on answering eight (8) questions and preparing an attachment.

NO OTHER CHANGES AT THIS TIME.

Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal. DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com

ADDENDUM #3

RFP # 5955

SUPPLY OF DEBIT/CREDIT CARD AND ELECTRONIC CHECK PROCESSING SERVICES FOR THE CITY OF DENTON

Issue Date: November 20, 2015 Response due Date and Time (Central Time): Tuesday, December 8, 2015, 11:00 A.M.

DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

5595 Debit/Credit Card and Electronic Check Processing Addendum # 3

Debit/Credit Card Processing

1. What is your annual credit card processing volume by card type and PIN debit?

The City of Denton’s total credit card volume was 300,000 transactions totaling approximately $52 million over a 12 month period. The City does not currently process PIN debit transactions. The City processed 6,500 Discover transactions totaling approximately $815,000. The City was unable to receive a breakdown of MasterCard and Visa transactions but processed a combined total of 293,500 transactions totaling approximately $51 million.

2. What is your annual number of transactions by card type and PIN debit?

See response above.

3. Would you be willing to share 3 months’ worth of current processing statements so that we can analyze card mix and qualification levels?

The statements are attached.

Electronic Check Processing

4. What is the dollar or number of checks returned and set for warranty (guarantee) claims?

This information is not currently available for the four electronic check conversion with guarantee MIDs at the Police Department.

5. What types of checks are accepted in the store and their approximate percentage of tender?

Personal and Commercial checks are accepted. The percentage of tender is not currently available.

6. What is the current annualized check volume, by number of items and dollar value, presented in your stores, including checks declined for authorization?

The City has processed approximately 17,000 checks totaling $11.5 million over a 12 month period. The City processes checks electronically at the following locations: Utility Billing, Municipal Court, Building Inspections, Police Department, Parks, Libraries, Finance Department, Animal Shelter, and Landfill.

7. What is the total volume, by number and dollar amount, of returned items?

This information is not currently available.

RFP 5955 – Addendum 3 Page 2 of 3 DocuSign Envelope ID: DD637CAA-EAB8-4825-889E-E40DD2A27545872771A4-44B6-459D-94CC-EF5C56F7BEE7

Contract 5955 Exhibit F

8. What percentage of returned checks (by number and dollar amount) that are submitted for collection are collected?

This information is not currently available.

NO OTHER CHANGES AT THIS TIME.

Please acknowledge addendum on Attachment F of the main RFP document when submitting a proposal.

RFP 5955 – Addendum 3 Page 3 of 3 DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7

Certificate Of Completion Envelope Id: DD637CAAEAB84825889EE40DD2A27545 Status: Sent Subject: City Council Docusign Item - 5955 - Telecheck Source Envelope: Document Pages: 176 Signatures: 1 Envelope Originator: Certificate Pages: 6 Initials: 0 Karen E. Smith AutoNav: Enabled [email protected] EnvelopeId Stamping: Enabled IP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada)

Record Tracking Status: Original Holder: Karen E. Smith Location: DocuSign 6/8/2016 11:20:10 AM [email protected]

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Carbon Copy Events Status Timestamp Robin Fox [email protected] Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6

Jennifer Bridges [email protected] Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

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Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/15/2016 9:36:10 AM

Electronic Record and Signature Disclosure DocuSignElectronic Envelope Record ID:and 872771A4-44B6-459D-94CC-EF5C56F7BEE7 Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Alain Barbet, Jane Williams, Robin Fox

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. DocuSign Envelope ID: 872771A4-44B6-459D-94CC-EF5C56F7BEE7

How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: [email protected]

To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies

Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:

• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and

• I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and

• Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.

Certificate Of Completion Envelope Id: 872771A444B6459D94CCEF5C56F7BEE7 Status: Completed Subject: Please DocuSign: 5955- telecheck contract Source Envelope: Document Pages: 182 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 0 Karen E. Smith AutoNav: Enabled [email protected] EnvelopeId Stamping: Enabled IP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada)

Record Tracking Status: Original Holder: Karen E. Smith Location: DocuSign 6/15/2016 4:24:56 PM [email protected]

Signer Events Signature Timestamp John Knight Sent: 6/15/2016 4:28:43 PM [email protected] Viewed: 6/15/2016 4:46:57 PM Deputy City Attorney Signed: 6/15/2016 4:47:07 PM

City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

Julia Winkley Completed Sent: 6/15/2016 4:47:10 PM [email protected] Viewed: 6/22/2016 9:07:37 AM

Contracts Administration Supervisor Signed: 6/22/2016 9:07:53 AM Using IP Address: 129.120.6.150 City of Denton

Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

George C. Campbell Sent: 6/22/2016 9:07:57 AM [email protected] Viewed: 6/22/2016 3:52:57 PM City Manager Signed: 6/22/2016 3:53:16 PM

City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

Jennifer Walters Sent: 6/22/2016 3:53:19 PM [email protected] Viewed: 6/23/2016 8:52:26 AM City Secretary Signed: 6/23/2016 9:04:11 AM

City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Sherri Thurman Sent: 6/15/2016 4:28:43 PM [email protected] Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

Robin Fox Sent: 6/22/2016 9:07:56 AM [email protected] Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6

Jane Richardson Sent: 6/23/2016 9:04:13 AM [email protected] Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

Jennifer Bridges Sent: 6/23/2016 9:04:14 AM [email protected] Viewed: 6/23/2016 10:53:20 AM Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

Antonio Puente Sent: 6/23/2016 9:04:15 AM [email protected] Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

Tanya Alcala Sent: 6/23/2016 9:04:17 AM [email protected] Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID:

Notary Events Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/23/2016 9:04:17 AM Certified Delivered Security Checked 6/23/2016 9:04:17 AM Signing Complete Security Checked 6/23/2016 9:04:17 AM Envelope Summary Events Status Timestamps Completed Security Checked 6/23/2016 9:04:17 AM

Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Robin Fox

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: [email protected]

•Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that:

• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and

• I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and