20230207 City Council Agenda PacketRegular City Council Meeting Agenda February 7, 2023
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Agenda
City of Vernon
Regular City Council Meeting
Tuesday February 7, 2023, 9:00 AM
City Hall, Council Chamber
4305 Santa Fe Avenue, Vernon, California
Leticia Lopez, Mayor
Crystal Larios, Mayor Pro Tem
Judith Merlo, Council Member
Melissa Ybarra, Council Member
MEETING ATTENDANCE PROTOCOLS
Assembly Bill 361 (AB 361) authorizes public meetings to take place via teleconference because
State and Local officials are recommending measures to promote social distancing. Meetings are
conducted in a hybrid format that includes both in-person and Zoom public participation.
The public is encouraged to view the meeting at https://www.cityofvernon.org/webinar-cc or by
calling (408) 638-0968, Meeting ID 819-0357-6442#. You may address the Agency via Zoom or
submit comments to PublicComment@cityofvernon.org with the meeting date and item number in
the subject line.
CALL TO ORDER
FLAG SALUTE
ROLL CALL
APPROVAL OF AGENDA
PUBLIC COMMENT
At this time the public is encouraged to address the City Council on any matter that is within the subject
matter jurisdiction of the City Council. The public will also be given a chance to comment on matters
which are on the posted agenda during City Council deliberation on those specific matters.
Regular City Council Meeting Agenda February 7, 2023
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PRESENTATIONS
1. Proclamation Honoring Delphia Garza
Recommendation:
Acknowledge and present a proclamation to Delphia Garza in recognition of her 94th
birthday.
2. City Administrator Report
Recommendation:
Receive presentation on various topics including: New Business Welcome, Environmental
Protection Agency Engagement, Utility Upgrades, Potential Development Projects, Gas
Division Leak Detection Partnership, Active Shooter Preparedness Training, General
Municipal Election, and Community Events.
CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion. Items may be removed
from the Consent Calendar for individual consideration. Removed items will be considered immediately
following the Consent Calendar.
3. Meeting Minutes
Recommendation:
Approve the January 17, 2023 Regular City Council meeting minutes.
4. Conduct of Meeting via Teleconference Pursuant to Assembly Bill 361
Recommendation:
Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council
and other City legislative body meetings via teleconference, in accordance with Assembly
Bill 361, due to continued public health and safety concerns caused by COVID-19.
5. Claim Against the City
Recommendation:
Receive and file the claim submitted by Irene Young in the amount of $271.11.
6. Operating Account Warrant Register
Recommendation:
Approve Operating Account Warrant Register No. 102, for the period of December 25, 2022
through January 21, 2023, totaling $16,576,999 and consisting of ratification of electronic
payments totaling $16,564,716.14 and ratification of the issuance of early checks totaling
$12,282.86.
Regular City Council Meeting Agenda February 7, 2023
Page 3 of 5
7. General Industry Site Planning Standards
Recommendation:
Conduct second reading and adopt Ordinance No. 1292 amending Vernon Municipal Code
Section 17.24.080 regulating building setbacks.
8. Quarterly Report of Cash and Investments
Recommendation:
Receive and file the Cash and Investments Report for the quarter ended December 31, 2022.
9. Public Works Street Operations Division Vehicle Purchase
Recommendation:
Approve and authorize issuance of a purchase order with TYMCO, Inc for a compressed
natural gas (CNG) powered Model 600 Street Sweeper for a total amount not-to-exceed
$453,419.67.
10. Revision to Water Superintendent Job Description
Recommendation:
Approve revised Water Superintendent job description with no salary change.
NEW BUSINESS
11. Payment Process Services
Recommendation:
A. Approve and authorize continued use of payment processing services as provided by an
existing agreement with Global Payments Integrated (Global Payments), and approve an
additional amount of $30,000 to be paid in fees incurred on existing accounts with Global
Payments through July 2023; and
B. Approve and authorize the City Administrator to execute a new Merchant Application and
related OpenEdge Check Services Merchant Application in order to establish three new
merchant accounts and utilize Global Payments for payment processing through June 2024.
ORAL REPORTS
12. City Administrator Reports on Activities and Other Announcements
13. City Council Reports on Activities (including AB 1234), Announcements, or Directives
to Staff
Regular City Council Meeting Agenda February 7, 2023
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CLOSED SESSION
14. Conference with Legal Counsel – Threat to Public Services or Facilities
Government Code Section 54957(a)
Consultation with: City Administrator and City Attorney
CLOSED SESSION REPORT
ADJOURNMENT
On February 1, 2023, the foregoing agenda was posted in accordance with the applicable legal
requirements. Regular and Adjourned Regular meeting agendas may be amended up to 72 hours and
Special meeting agendas may be amended up to 24 hours in advance of the meeting.
Regular City Council Meeting Agenda February 7, 2023
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Guide to City Council Proceedings
Meetings of the City Council are held the first and third Tuesday of each month at 9:00 a.m. and are
conducted in accordance with Rosenberg's Rules of Order (Vernon Municipal Code Section
2.04.020).
Copies of all agenda items and back-up materials are available for review in the City Clerk
Department, Vernon City Hall, 4305 Santa Fe Avenue, Vernon, California, and are available for public
inspection during regular business hours, Monday through Thursday, 7:00 a.m. to 5:30 p.m. Agenda
reports may be reviewed on the City's website at www.cityofvernon.org or copies may be purchased
for $0.10 per page.
Disability-related services are available to enable persons with a disability to participate in this
meeting, consistent with the Americans with Disabilities Act (ADA). In compliance with ADA, if you
need special assistance, please contact the City Clerk department at CityClerk@cityofvernon.org or
(323) 583-8811 at least 48 hours prior to the meeting to assure arrangements can be made.
The Public Comment portion of the agenda is for members of the public to present items, which are
not listed on the agenda but are within the subject matter jurisdiction of the City Council. The City
Council cannot take action on any item that is not on the agenda but matters raised under Public
Comment may be referred to staff or scheduled on a future agenda. Comments are limited to three
minutes per speaker unless a different time limit is announced. Speaker slips are available at the
entrance to the Council Chamber.
Public Hearings are legally noticed hearings. For hearings involving zoning matters, the applicant
and appellant will be given 15 minutes to present their position to the City Council. Time may be set
aside for rebuttal. All other testimony shall follow the rules as set for under Public Comment. If you
challenge any City action in court, you may be limited to raising only those issues you or someone
else raised during the public hearing, or in written correspondence delivered to the City Clerk at or
prior to the public hearing.
Consent Calendar items may be approved by a single motion. If a Council Member or the public
wishes to discuss an item, it may be removed from the calendar for individual consideration. Council
Members may indicate a negative or abstaining vote on any individual item by so declaring prior to
the vote on the motion to adopt the Consent Calendar. Items excluded from the Consent Calendar
will be taken up following action on the Consent Calendar. Public speakers shall follow the guidelines
as set forth under Public Comment.
New Business items are matters appearing before the Council for the first time for formal action.
Those wishing to address the Council on New Business items shall follow the guidelines for Public
Comment.
Closed Session allows the Council to discuss specific matters pursuant to the Brown Act,
Government Code Section 54956.9. Based on the advice of the City Attorney, discussion of these
matters in open session would prejudice the position of the City. Following Closed Session, the City
Attorney will provide an oral report on any reportable matters discussed and actions taken. At the
conclusion of Closed Session, the Council may continue any item listed on the Closed Session
agenda to the Open Session agenda for discussion or to take formal action as it deems appropriate.
City Council Agenda Report
Meeting Date:February 7, 2023
From:Carlos Fandino, City Administrator
Department:City Administration
Submitted by:Lilia Hernandez, Assistant to City Administrator
Subject
Proclamation Honoring Delphia Garza
Recommendation
Acknowledge and present a proclamation to Delphia Garza in recognition of her 94th birthday.
Background
The City of Vernon recognizes, with respect and admiration, the contribution of seniors to the
community and proudly acknowledges those individuals celebrating milestone birthdays. As
such, the City Council extends a special acknowledgement and well wishes to Mrs. Delphia
Garza on the occasion of her 94th birthday.
Mrs. Delphia Garza was born on May 25, 1929, was raised in the City of Vernon and has lived in
the City for the majority of her life. Mrs. Garza is regarded by her family and neighbors as a
loving and joyful individual that is a good listener and a great friend.
Mrs. Garza dedicated many years of her life to serving the community and made significant
contributions to the education of our youth through her work as a schoolteacher. Mrs. Garza
loved spending time outdoors with her late husband Michael Garza, Jr. Most recently, Mrs. Garza
has enjoyed living a quiet retirement at her home with occasional visits from her family and
friends.
The City is proud to honor Mrs. Garza with a proclamation celebrating her long life and prosperity
and wishes her a happy 94th birthday.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. Proclamation – Delphia Garza
Item 1 Page 1 of 2
A PROCLAMATION OF THE MAYOR AND THE CITY COUNCIL OF THE
CITY OF VERNON COMMENDING DELPHIA GARZA ON HER 94TH BIRTHDAY
WHEREAS, Vernon resident Delphia Garza was born on May 25, 1929 and is celebrating
her 94th birthday this year; and
WHEREAS, the City of Vernon recognizes with respect and admiration the contributions of
seniors and proudly acknowledges members of the community as they celebrate milestone
birthdays; and
WHEREAS, Delphia Garza attended Vernon City Elementary School, was raised in the City
of Vernon and has lived in the City the majority of her life; and
WHEREAS, Delphia Garza is deeply appreciated and regarded by family, neighbors, and
friends as a loving and joyful individual that is a good listener and a great friend; and
WHEREAS, Delphia Garza dedicated many years of her life to serving the community and
made significant contributions to the education of our youth through her work as a
schoolteacher; and
WHEREAS, Delphia Garza enjoyed fishing and loved spending time outdoors with her late
husband Michael Garza, Jr., and now enjoys a peaceful retirement at her Vernon home with
visits from her family and friends; and
WHEREAS, it is an honor to celebrate Delphia Garza and wish her a happy 94th birthday
on this special milestone occasion.
NOW, THEREFORE, THE MAYOR AND THE CITY COUNCIL OF THE CITY OF VERNON, ON BEHALF OF
ITS EMPLOYEES, RESIDENTS AND BUSINESSES HEREBY COMMEND DELPHIA GARZA FOR HER LONG
LIFE AND PROSPERITY ON THE OCCASION OF HER 94TH BIRTHDAY. THIS PROCLAMATION IS BEING
PRESENTED TO DELPHIA GARZA BY THE HONORABLE MAYOR LETICIA LOPEZ FOR AND ON BEHALF
OF THE CITY COUNCIL OF THE CITY OF VERNON THIS 7TH DAY OF FEBRUARY TWO THOUSAND AND
TWENTY-THREE.
CITY OF VERNON
___________________________
LETICIA LOPEZ, Mayor
Item 1 Page 2 of 2
City Council Agenda Report
Meeting Date:February 7, 2023
From:Carlos Fandino, City Administrator
Department:City Administration
Submitted by:Diana Figueroa, Administrative Analyst
Subject
City Administrator Report
Recommendation
Receive presentation on various topics including: New Business Welcome, Environmental
Protection Agency Engagement, Utility Upgrades, Potential Development Projects, Gas Division
Proactive Leak Detection, Active Shooter Preparedness Training, General Municipal Election,
and Community Events.
Background
The City Administrator Report is a presentation highlighting City projects, responses to
Council inquiries, and events and activities of interest to the community. The report will be
available at the time of the meeting.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
None.
Item 2 Page 1 of 1
City Council Agenda Report
Meeting Date:February 7, 2023
From:Lisa Pope, City Clerk
Department:City Clerk
Submitted by:Sandra Dolson, Administrative Secretary
Subject
Meeting Minutes
Recommendation
Approve the January 17, 2023 Regular City Council meeting minutes.
Background
Staff has prepared and submits the minutes for approval.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. January 17, 2023 Regular Meeting Minutes
Item 3 Page 1 of 6
MINUTES
VERNON CITY COUNCIL
REGULAR MEETING
TUESDAY, JANUARY 17, 2023
COUNCIL CHAMBER, 4305 SANTA FE AVENUE
CALL TO ORDER
Mayor Lopez called the meeting to order at 9:00 a.m.
FLAG SALUTE
Mayor Lopez led the Flag Salute.
ROLL CALL
PRESENT:
Leticia Lopez, Mayor
Crystal Larios, Mayor Pro Tem
Judith Merlo, Council Member
Melissa Ybarra, Council Member
STAFF PRESENT:
Carlos Fandino, City Administrator
Zaynah Moussa, City Attorney
Lisa Pope, City Clerk
Scott Williams, Finance Director
Fredrick Agyin, Health and Environmental Control Director
Michael Earl, Human Resources Director
Robert Sousa, Police Chief
Dan Wall, Public Works Director
Todd Dusenberry, Public Utilities General Manager
APPROVAL OF THE AGENDA
MOTION
Mayor Pro Tem Larios moved and Council Member Merlo seconded a motion to
approve the agenda. The question was called and the motion carried unanimously.
PUBLIC COMMENT
Gwen Slaughter, Starline Tours, discussed efforts to transition to electric vehicles
and the need to update their property.
PRESENTATIONS
1. Proclamation Recognizing Retired Employee - Eliseo Genera III
City Clerk Pope read the proclamation and the Council recognized Eliseo Genera
III, Civilian Court Officer, for his dedicated service to the City of Vernon.
Item 3 Page 2 of 6
Regular City Council Meeting Minutes Page 2 of 5
January 17, 2023
2. Employee Service Pin Awards for December 2022
Human Resources Director Earl presented the staff report.
Mayor Lopez recognized Angela P. Kimmey, Deputy City Administrator, for 5 years
of service; George Tolmasoff III, Utilities Dispatcher, for 15 years of service; and
Jason G. Tomlinson, Fleet Supervisor, for 20 years of service.
PUBLIC HEARINGS
3. Amendments to Vernon Municipal Code Section 17.24.080 Pertaining to
General Industry Site Planning Standards
Public Works Director Wall presented the staff report.
In response to Council questions, Public Works Director Wall stated the ordinance
would promote safety, while ensuring the requirements were not onerous.
Mayor Lopez opened the public hearing. There being no speakers, Mayor Lopez
closed the public hearing.
MOTION
Council Member Ybarra moved and Council Member Merlo seconded a motion to
A. Find that the proposed action is exempt from California Environmental Quality
Act (CEQA) review, because it is general policy and procedure-making activity that
is unrelated to any specific project, which must undergo separate CEQA review,
and that will not result in direct physical changes or reasonably foreseeable indirect
physical changes in the environment, and therefore does not constitute a “project”
as defined by CEQA Guidelines Section 15378; B. Introduce and conduct first
reading of Ordinance No. 1292 amending Vernon Municipal Code Section
17.24.080 regulating building setbacks; and C. Direct staff to schedule second
reading and adoption for the February 7, 2023 City Council meeting. The question
was called and the motion carried unanimously.
CONSENT CALENDAR
MOTION
Council Member Ybarra moved and Council Member Merlo seconded a motion to
approve the Consent Calendar. The question was called and the motion carried
unanimously.
The Consent Calendar consisted of the following items:
4. Meeting Minutes
Recommendation: Approve the December 20, 2022 Regular City Council meeting
minutes.
5. Conduct of Meeting via Teleconference Pursuant to Assembly Bill 361
Recommendation: Ratify the findings in Resolution No. 2021-36 authorizing
continued conduct of City Council and other City legislative body meetings via
Item 3 Page 3 of 6
Regular City Council Meeting Minutes Page 3 of 5
January 17, 2023
teleconference, in accordance with Assembly Bill 361, due to continued public
health and safety concerns caused by COVID-19.
6. City Payroll Warrant Register
Recommendation: Approve City Payroll Warrant Register No. 799, for the period
of December 1 through December 31, 2022, totaling $3,900,635.79 and consisting
of ratification of direct deposits, checks and taxes totaling $2,997,606.43 and
ratification of checks and electronic fund transfers (EFT) for payroll related
disbursements totaling $903,029.36 paid through operating bank account.
7. Operating Account Warrant Register
Recommendation: Approve Operating Account Warrant Register No. 101, for the
period of December 4 through December 24, 2022, totaling $16,075,929.49 and
consisting of ratification of electronic payments totaling $13,857,444.41 and
ratification of the issuance of early checks totaling $2,218,485.08.
8. Fire Department Activity Report
Recommendation: Receive and file the October and November 2022 Fire
Department Activity Reports.
9. Police Department Activity Report
Recommendation: Receive and file the November 2022 Police Department Activity
Report.
10. Quarterly City Housing Report
Recommendation: Receive and file the December 2022 Quarterly City Housing
Report.
11. Authorization to Order Agreements with A T and T Mobility (AT&T) for State
of California CALNET NextGen
Recommendation: Approve and authorize the City Administrator to execute the
Authorization to Order Agreements with AT&T for various telecommunications and
network services, in substantially the same form as submitted, for a total amount
not-to-exceed $294,000 for a three-year term.
12. Revised Proclamation Recognizing Retired Employee – Jerry R. Chavez, Jr.
Recommendation: Approve revised proclamation.
13. Grant Deed Dedicating in Fee a Portion of the Property Located at 5655 Santa
Fe Avenue
Recommendation: A. Find that accepting the Grant Deed is categorically exempt
from California Environmental Quality Act (CEQA) review, in accordance with
CEQA Guidelines Section 15301(c) because if any construction occurs as a result
of accepting and executing the Grant Deed, the project would involve negligible
expansion of an existing street; and B. Adopt Resolution No. 2023-01 accepting
the Grant Deed of a portion of the property located at 5655 Santa Fe Avenue –
Assessor’s Parcel Numbers (APN) 6308-017-011, 012 and 013.
NEW BUSINESS
14. Sapphire Solar Power and Battery Storage Project Power Sales Agreement
Public Utilities General Manager Dusenberry presented the staff report.
In response to Council questions, General Manager Dusenberry confirmed that the
project was expected to start in December 2025.
Item 3 Page 4 of 6
Regular City Council Meeting Minutes Page 4 of 5
January 17, 2023
MOTION
Council Member Ybarra moved and Mayor Pro Tem Larios seconded a motion to:
A. Find that approval of the proposed action is exempt from California
Environmental Quality Act (CEQA) review, because it is an administrative and
fiscal activity that will not result in direct or indirect physical changes in the
environment, and therefore does not constitute a “project” as defined by CEQA
Guidelines Section 15378. Pursuant to the Power Purchase Agreement between
Southern California Public Power Authority (SCPPA) and EDF Renewables North
America, the lead agencies have obtained, or will reasonably and timely obtain, all
CEQA determinations required for the construction, operation, and maintenance
of the facility; and B. Approve and authorize the City Administrator to execute a
Power Sales Agreement (PSA) with Southern California Public Power Authority
(SCPPA), in substantially the same form as submitted, to purchase 39 megawatts
of solar power and up to approximately 19.7 megawatts of battery storage with
associated green attributes through the Sapphire Solar Project for a projected
annual amount of $6,665,000 over a 20-year term. The question was called and
the motion carried unanimously.
15. City Council Appointments to Outside Agencies
City Clerk Pope presented the staff report.
Council Member Larios volunteered to serve as the alternate member on the
Central Basin Water Association.
Council Member Merlo volunteered to serve as the alternate member on County
Sanitation District Nos. 1 and 2.
MOTION
Mayor Lopez moved and Council Member Ybarra seconded a motion to: A.
Appoint Council Member Larios as the City’s alternate representative to the Central
Basin Water Association; B. Appoint Council Member Merlo as the City’s alternate
representative to County Sanitation District No. 1; and C. Appoint Council Member
Merlo as the City’s alternate representative to County Sanitation District No. 2. The
question was called and the motion carried unanimously.
ORAL REPORTS
16. City Administrator Reports on Activities and other Announcements.
City Administrator Fandino announced that former Council Member William Davis
would be honored at the February 21, 2023 Council meeting; reported on the
General Municipal Election to be held April 11, 2023; announced the Vernon
CommUNITY Fund scholarship period was open; and provided an update on the
utility pole upgrade project at 49th and 50th Streets to increase the capacity for large
scale loads.
Item 3 Page 5 of 6
Regular City Council Meeting Minutes Page 5 of 5
January 17, 2023
17. City Council Reports on Activities (including AB 1234), Announcements, or
Directives to Staff.
None.
ADJOURNMENT
Mayor Lopez adjourned the meeting at 9:23 a.m.
______________________________
ATTEST: LETICIA LOPEZ, Mayor
____________________________
LISA POPE, City Clerk
(seal)
Item 3 Page 6 of 6
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9
City Council Agenda Report
Meeting Date:February 7, 2023
From:Lisa Pope, City Clerk
Department:City Clerk
Submitted by:Sandra Dolson, Administrative Secretary
Subject
Conduct of Meeting via Teleconference Pursuant to Assembly Bill 361
Recommendation
Ratify the findings in Resolution No. 2021-36 authorizing continued conduct of City Council and
other City legislative body meetings via teleconference, in accordance with Assembly Bill 361,
due to continued public health and safety concerns caused by COVID-19.
Background
Assembly Bill 361 (AB 361) authorizes local agencies to use teleconferencing without complying
with the teleconferencing requirements imposed by the Ralph M. Brown Act during a declared
state of emergency. At a special meeting on October 21, 2021, the City Council adopted
Resolution No. 2021-36 authorizing continued conduct of City Council and all other City
legislative body meetings via teleconference, in accordance with AB 361, due to continued public
health and safety concerns caused by COVID-19.
Pursuant to AB 361, it is necessary for the City Council to periodically declare that the City’s
legislative bodies must continue to meet remotely to ensure the continued health and safety of
the public. Due to the cancellation of the January 3, 2023 City Council meeting, the City Council
most recently ratified the findings of Resolution No. 2021-36 on January 17, 2023.
If the City Council determines the need to conduct meetings remotely still exists, the City Council
should ratify the findings in Resolution No. 2021-36.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. Resolution No. 2021-36
Item 4 Page 1 of 4
RESOLUTION NO. 2021-36
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON
AUTHORIZING CONTINUED CONDUCT OF CITY COUNCIL AND ALL
OTHER CITY LEGISLATIVE BODY MEETINGS VIA TELECONFERENCE,
IN ACCORDANCE WITH ASSEMBLY BILL 361 (AB 361), DUE TO
CONTINUED PUBLIC HEALTH AND SAFETY CONCERNS CAUSED BY
COVID-19
SECTION 1. Recitals.
A. On March 4, 2020, Governor Newsom declared a State of Emergency to make
additional resources available, formalize emergency actions already underway across
multiple state agencies and departments, and help the State prepare for a broader spread
of COVID-19.
B. On March 17, 2020, the City Council adopted Resolution No. 2020-06 ratifying
Emergency Proclamation 2020-01, a proclamation of local emergency due to the serious
and imminent threat of the Novel Coronavirus (COVID-19).
C. Also, on March 17, 2020, Governor Newsom issued Executive Order N-29-20,
which suspended certain provisions of the Ralph M. Brown Act to allow local legislative
bodies to conduct meetings telephonically or by other means. Additionally, the State
implemented a shelter-in-place order, requiring all non-essential personnel to work from
home.
D. The City Council, Commissions and Committees have utilized remote and hybrid
meetings during the state of emergency, ensuring the member's and public's continued
access to meetings while ensuring public safety.
E. On June 11, 2021, Governor Newsom issued Executive Order N-08-21, which
extended the ability of agencies to hold remote meetings through September 30, 2021,
after which agencies anticipated transitioning back to public meetings held in full
compliance with the Brown Act.
F. Since issuing Executive Order N-08-21, the Delta variant emerged, causing a spike
in COVID-19 cases throughout the state.
G. It is difficult to maintain social distancing requirements for the public, staff, Council
Members, Committee Members and Commissioners in their respective meeting locations,
therefore, the City of Vernon legislative bodies have utilized a hybrid model of meetings,
with some members and the public participating remotely.
H. The Proclamation of a State of Emergency issued by Governor Newsom on March
4, 2020 continues to be in effect.
Item 4 Page 2 of 4
Resolution No. 2021-36
Page2of3
I. On September 16, 2021, Governor Newson signed AB 361, allowing local
legislative bodies to continue to meet remotely after the September 30, 2021 expiration
of the Governor’s executive orders.
J. Pursuant to AB 361, it is necessary for the City Council to declare every 30 days
that the City’s legislative bodies must continue to meet remotely to ensure the health and
safety of the public.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF VERNON AS FOLLOWS:
SECTION 2. The City Council of the City of Vernon hereby finds and determines
that the above recitals are true and correct.
SECTION 3. The City Council of the City of Vernon hereby approves the
continuation of conducting the City Council and all other City Legislative Body meetings
remotely due to continued public health and safety concerns caused by COVID-19.
SECTION 4. In compliance with AB 361, and to continue to teleconference
without the usual teleconference requirements of the Brown Act, the City Council makes
the following findings:
a. The City Council has reconsidered the circumstances of the state of
emergency; and
b. The state of local emergency continues to directly impact the ability of the City
Council and all other City Legislative Body meetings, as well as staff and
members of the public, from meeting safely in person; and
c. Health orders require all individuals in public spaces to maintain social
distancing and to wear masks when inside public spaces; however, the City
cannot maintain social distancing requirements for the Council Members,
Commissioners, Committee Members, staff and public in meeting spaces.
SECTION 5. City Council and all other City Legislative Body meetings will continue
to be conducted in a hybrid manner including remote and in person participation for the
next 30 days in compliance with AB 361, to better ensure the health and safety of the
public.
SECTION 6. The City Council will reconsider the above findings and the need to
conduct meetings remotely within 30 days of the adoption of this resolution.
SECTION 7. If the City Council determines the need to conduct meetings
remotely still exists at each 30-day interval, the City Council will make such findings by
minute order.
Item 4 Page 3 of 4
Resolution No. 2021-36
Page3of3
SECTION 8. The City Clerk shall certify the passage and adoption of this
resolution and enter it into the book of original resolutions.
APPROVED AND ADOPTED this 21st day of October, 2021.
MELISSAYBARRA, Mayor
ATTEST:
LISA POPE, City Clerk
seal)
APPROVED AS TO FORM:
ZAYNAH N. MOUSSA, Interim City Attorney
I CERTIFY THAT THE FOREGOING RESOLUTION NO. 2021-36 was passed and
adopted by the City Council of the City of Vernon at the Regular meeting on October 21,
2021 by the following vote:
AYES: 4 Council Members: Lopez, Merlo, Davis, Ybarra
NOES: 0
ABSENT: 1 Council Member: Larios
ABSTAIN: 0
LISA POPE, City Clerk
seal)
Item 4 Page 4 of 4
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6
City Council Agenda Report
Meeting Date:February 7, 2023
From:Lisa Pope, City Clerk
Department:City Clerk
Submitted by:Sandra Dolson, Administrative Secretary
Subject
Claim Against the City
Recommendation
Receive and file the claim submitted by Irene Young in the amount of $271.11.
Background
On January 12, 2023, the City received the following claim:
Name of Claimant Amount Demanded
Irene Young $271.11
Pursuant to Municipal Code Section 2.32.040, the above information is listed on the City Council
Agenda as soon after filing of the claim with the City as practical.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. 20230112 Irene Young
Item 5 Page 1 of 9
Item 5 Page 2 of 9
Item 5 Page 3 of 9
Item 5 Page 4 of 9
Item 5 Page 5 of 9
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Item 5 Page 7 of 9
Item 5 Page 8 of 9
Item 5 Page 9 of 9
City Council Agenda Report
Meeting Date:February 7, 2023
From:Scott Williams, Director of Finance
Department:Finance
Submitted by:Efren Peregrina Renteria, Finance Specialist
Subject
Operating Account Warrant Register
Recommendation
Approve Operating Account Warrant Register No. 102, for the period of December 25, 2022
through January 21, 2023, totaling $16,576,999 and consisting of ratification of electronic
payments totaling $16,564,716.14 and ratification of the issuance of early checks totaling
$12,282.86.
Background
Vernon Municipal Code Section 2.32.060 indicates the City Treasurer, or an authorized designee,
shall prepare warrants covering claims or demands against the City which are to be presented
to City Council for its audit and approval. Pursuant to the aforementioned code section, the City
Treasurer has prepared Operating Account Warrant Register No. 102 covering claims and
demands presented during the period of December 25, 2022 through January 21, 2023, drawn,
or to be drawn, from East West Bank for City Council approval.
Fiscal Impact
The fiscal impact of approving Operating Account Warrant Register No. 102, totals $16,576,999.
The Finance Department has determined that sufficient funds to pay such claims/demands are
available in the respective accounts referenced on Operating Account Warrant Register No. 102.
Attachments
1. Operating Account Warrant Register No. 102
Item 6 Page 1 of 11
OPERATING ACCOUNT WARRANT REGISTERCity of VernonNo.102I hereby Certify: that claims or demands covered by the This is to certify that the claims or demandsabove listed warrants have been audited as to accuracycovered by the above listed warrants have beenand availability of funds for payments thereof; and thataudited by the City Council of the City of Vernonsaid claims or demands are accurate and that funds areand that all of said warrants are approved for pay-available for payments thereof.ments except Warrant Numbers:Scott A. WilliamsDATEDirector of Finance / City TreasurerDATEDate:Page 1 of 1Operating Account Warrant Register Memo : Warrant1/31/2023 Item 6Page 2 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountELECTRONIC7500 - CHARGEPOINT INC 055-050-595-529702 $825,837.85 EV MASTER SERVICES & SUBSCRIPTIONIN64623 20230022 Invoice Total: $825,837.851/20/2023 14177 $825,837.8559 - SO CAL EDISON 011-040-430-526000$471.44PERIOD 10/28/22 - 11/29/22120122Invoice Total: $471.441/11/2023 14178 $471.4459 - SO CAL EDISON 055-050-590-526010$556.68PERIOD 11/22120122(2)Invoice Total: $556.681/11/2023 14179 $556.6859 - SO CAL EDISON 055-050-555-526000$26.63 PERIOD 11/30/22 - 12/28/22122922Invoice Total: $26.631/11/2023 14180 $26.6359 - SO CAL EDISON 055-050-555-526000$7.32 PERIOD 10/28/22 - 11/29/22120122(3)Invoice Total: $7.321/11/2023 14181 $7.3259 - SO CAL EDISON 011-040-430-526000$78.98PERIOD 10/28/22 - 11/29/22120122(4)Invoice Total: $78.981/11/2023 14182 $78.9859 - SO CAL EDISON 011-040-415-526000$99.60PERIOD 11/15/22 - 12/14/22121522Invoice Total: $99.601/11/2023 14183 $99.60209 - MERRIMAC PETROLEUM, INC.011-000-000-120030 $15,964.26 FUEL 2222728 230086 Invoice Total: $15,964.261/20/2023 14184 $15,964.26209 - MERRIMAC PETROLEUM, INC.011-000-000-120030 $26,775.04 FUEL 2222456 230086 Invoice Total: $26,775.041/20/2023 14185 $26,775.04249 - FEDERAL EXPRESS CORPORATION055-050-590-522000 $79.67 PERIOD 12/22 799419106 249 - FEDERAL EXPRESS CORPORATION011-010-120-522000 $67.40 PERIOD 12/22 799419106 Invoice Total: $147.071/5/2023 14186 $147.07714 - CALPERS011-010-115-512020$44,832.24REPLACEMENT BENEFIT FUND100000017034189714 - CALPERS011-010-120-512020$256.80REPLACEMENT BENEFIT FUND100000017034189714 - CALPERS055-050-585-512020$19,918.08REPLACEMENT BENEFIT FUND100000017034189CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 2023Page 1 of 9 Item 6Page 3 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountCITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 2023714 - CALPERS011-040-400-512020$64,063.01 REPLACEMENT BENEFIT FUND100000017034189714 - CALPERS058-070-700-512020$16,015.75REPLACEMENT BENEFIT FUND100000017034189Invoice Total: $145,085.881/9/2023 14187 $145,085.881401 - CENTRAL BASIN MWD 058-070-700-520130 $8,424.19 PORTABLE & RECYCLED WATER VERNOV22 1401 - CENTRAL BASIN MWD 055-050-586-520135- $22,786.97 PORTABLE & RECYCLED WATER VERNOV22 Invoice Total: $31,211.161/10/2023 14188 $31,211.161581 - THE GAS COMPANY056-060-600-526000$23.09PERIOD 10/11/22 - 11/09/22111422Invoice Total: $23.091/4/2023 14189 $23.091617 - UPS011-040-405-522000$45.45 PERIOD 12/22933312532Invoice Total: $45.451/18/2023 14190 $45.452412 - CALIFORNIA ISO 055-050-590-520150 $38,080.06 RC SERVICES 01/23 202212273257809145 Invoice Total: $38,080.061/13/2023 14191 $38,080.062412 - CALIFORNIA ISO 055-050-590-520150 $1,548,171.77 INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520190 $6,515.92 INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520210 $5,073.04 INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520240 $8,454.11 INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520170 ($77,811.97) INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520180 ($563.55) INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520170 ($7,381.15) INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520190 $7,342.12 INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520210 $6,051.70 INITIAL & REVISED CHARGES 202301173157983295 2412 - CALIFORNIA ISO 055-050-590-520150 $913,252.81 INITIAL & REVISED CHARGES 202301173157983295 Invoice Total: $2,409,104.80Page 2 of 9 Item 6Page 4 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountCITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 20231/20/2023 14192 $2,409,104.802412 - CALIFORNIA ISO 055-050-590-520150 $669.11 INITIAL & REVISED CHARGES 202212273157805135 2412 - CALIFORNIA ISO 055-050-590-520170 ($324.55) INITIAL & REVISED CHARGES 202212273157805135 2412 - CALIFORNIA ISO 055-050-590-520190 ($441.04) INITIAL & REVISED CHARGES 202212273157805135 2412 - CALIFORNIA ISO 055-050-590-520150 $3,348,853.29 INITIAL & REVISED CHARGES 202212273157805135 2412 - CALIFORNIA ISO 055-050-590-520170 $1,234.94 INITIAL & REVISED CHARGES 202212273157805135 2412 - CALIFORNIA ISO 055-050-590-520190 $16,655.97 INITIAL & REVISED CHARGES 202212273157805135 2412 - CALIFORNIA ISO 055-050-590-520210 $8,836.36 INITIAL & REVISED CHARGES 202212273157805135 Invoice Total: $3,375,484.0812/30/2022 14194 $3,375,484.082412 - CALIFORNIA ISO 055-050-590-520150 $9.20 INITIAL & REVISED CHARGES 202301033157835783 2412 - CALIFORNIA ISO 055-450-590-450340 $0.05 INITIAL & REVISED CHARGES 202301033157835783 2412 - CALIFORNIA ISO 055-450-590-450340 $1,736.79 INITIAL & REVISED CHARGES 202301033157835783 2412 - CALIFORNIA ISO 055-450-590-450340 $2.89 INITIAL & REVISED CHARGES 202301033157835783 Invoice Total: $1,748.931/6/2023 14195 $1,748.932412 - CALIFORNIA ISO055-050-590-520150$2,518,941.30COLLATERAL PAYMENT 010323Invoice Total: $2,518,941.301/4/2023 14196 $2,518,941.303216 - DEPT OF INDUSTRIAL RELATIONS011-010-120-514080 $64,440.77 FY 2023 ASSESSMENT OSIP70145 Invoice Total: $64,440.7712/29/2022 14198 $64,440.774500 - ICE US OTC COMMODITY MARKETS, LLC055-050-590-529215 $1,131.00 OTC COMMISSION ADJUSTMENT 1222001688088 Invoice Total: $1,131.001/6/2023 14199 $1,131.005614 - NORTHWEST ELECTRICAL SERVICES, LLC058-070-700-529000 $1,923.75 PERFORM TECHNICAL DESIGN 1829 LP-0590 Page 3 of 9 Item 6Page 5 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountCITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 20235614 - NORTHWEST ELECTRICAL SERVICES, LLC058-595-700-660000 $13,680.00 PERFORM TECHNICAL DESIGN 1829 LP-0590 5614 - NORTHWEST ELECTRICAL SERVICES, LLC055-050-560-529215 $41,325.00 PERFORM TECHNICAL DESIGN 1829 LP-0590 Invoice Total: $56,928.751/13/2023 14200 $56,928.7559 - SO CAL EDISON 011-040-430-526000$69.24PERIOD 11/30/22 - 12/28/22122922(2)Invoice Total: $69.241/11/2023 14203 $69.24249 - FEDERAL EXPRESS CORPORATION055-050-590-522000 $43.28 PERIOD 12/22 797912875 Invoice Total: $43.281/5/2023 14204 $43.28249 - FEDERAL EXPRESS CORPORATION011-010-130-522000 $61.77 PERIOD 12/22 798726138 Invoice Total: $61.771/5/2023 14205 $61.77249 - FEDERAL EXPRESS CORPORATION055-050-590-522000 $169.10 PERIOD 12/22 797221951 249 - FEDERAL EXPRESS CORPORATION011-010-120-522000 $22.99 PERIOD 12/22 797221951 Invoice Total: $192.091/5/2023 14206 $192.09249 - FEDERAL EXPRESS CORPORATION055-050-590-522000 $100.77 PERIOD 11/22 796446148 Invoice Total: $100.771/5/2023 14207 $100.771581 - THE GAS COMPANY011-030-305-526000$18.27PERIOD 11/08/22 - 12/09/22121322Invoice Total: $18.271/4/2023 14208 $18.271581 - THE GAS COMPANY056-060-600-526000$23.95 PERIOD 09/12/22 - 10/11/22101322Invoice Total: $23.951/4/2023 14209 $23.951617 - UPS011-040-405-522000$36.00PERIOD 12/22933312502Invoice Total: $36.001/18/2023 14210 $36.001617 - UPS011-040-405-522000$40.38PERIOD 12/22933312522Invoice Total: $40.381/18/2023 14211 $40.381617 - UPS011-040-405-522000$62.14PERIOD 12/22933312492Page 4 of 9 Item 6Page 6 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountCITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 2023Invoice Total: $62.141/18/2023 14212 $62.141617 - UPS011-040-405-522000$36.00PERIOD 12/22933312512Invoice Total: $36.001/18/2023 14213 $36.002412 - CALIFORNIA ISO 055-050-590-520150 $80.46 INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520170 ($36.38) INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520190 ($1,603.02) INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520150 ($672.75) INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520170 $20.59 INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520190 $75.13 INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520170 ($21,808.03) INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520210 $9,791.51 INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520190 $23,702.34 INITIAL & REVISED CHARGES 202301103157931700 2412 - CALIFORNIA ISO 055-050-590-520150 $3,262,683.20 INITIAL & REVISED CHARGES 202301103157931700 Invoice Total: $3,272,233.051/13/2023 14214 $3,272,233.052412 - CALIFORNIA ISO055-050-590-520150$838,605.16COLLATERAL PAYMENT 122822Invoice Total: $838,605.1612/28/2022 14215 $838,605.162412 - CALIFORNIA ISO 055-050-590-520150 $2,904,769.78 INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520190 $23,509.34 INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520210 $8,441.21 INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520170 ($2,159.35) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520150 ($313.40) INITIAL & REVISED CHARGES 202301033157835811 Page 5 of 9 Item 6Page 7 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountCITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 20232412 - CALIFORNIA ISO 055-050-590-520190 ($198.83) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520170 $264.54 INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520150 ($24.61) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520190 ($11.18) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520170 $8.61 INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520170 ($820.44) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520150 ($5,714.71) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520180 ($0.93) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520190 ($1,350.33) INITIAL & REVISED CHARGES 202301033157835811 2412 - CALIFORNIA ISO 055-050-590-520170 $14,485.20 INITIAL & REVISED CHARGES 202301033157835811 Invoice Total: $2,940,884.901/6/2023 14216 $2,940,884.904500 - ICE US OTC COMMODITY MARKETS, LLC055-050-590-529215 $119.00 PHYSICAL GAS 1222001688006 Invoice Total: $119.001/6/2023 14217 $119.00TOTAL ELECTRONIC $16,564,716.14Page 6 of 9 Item 6Page 8 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountCITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 2023EARLY CHECKS7299 - MELISSA HERNANDEZ 011-030-300-529500 $258.75 DUI SEMINAR 122622 Invoice Total: $258.751/18/2023 610298 $258.7568 - WILLIAM CAVENAUGH 011-030-300-529670$620.00DUI SEMINAR / M. HERNANDEZ122622Invoice Total: $620.001/18/2023 610299 $620.003809 - 4IMPRINT, INC011-010-120-522000$466.36CERTIFICATE HOLDERS 10712422230140 3809 - 4IMPRINT, INC011-010-120-522000$24.85 CERTIFICATE HOLDERS 10712422230140 Invoice Total: $491.211/19/2023 610300 $491.214448 - BATTERY SYSTEMS, INC011-040-420-522000 $117.10 VEHICLE BATTERIES 38962212131248 230012 Invoice Total: $117.104448 - BATTERY SYSTEMS, INC011-040-420-522000 $240.97 VEHICLE BATTERIES 38962212201339 230012 Invoice Total: $240.974448 - BATTERY SYSTEMS, INC011-040-420-522000 $281.47 VEHICLE BATTERIES 38962212221112 230012 Invoice Total: $281.471/19/2023 610301 $639.54352 - BENITO ROBERTO PEREZ011-040-415-529000 $525.00 ALADDIN LOCK & KEY SERVICE - Yearly 12-2232709 CS-1465 352 - BENITO ROBERTO PEREZ011-040-415-529000 $925.71 ALADDIN LOCK & KEY SERVICE - Yearly 12-2232709 CS-1465 Invoice Total: $1,450.711/19/2023 610302 $1,450.71439 - BNSF RAILWAY COMPANY058-070-700-529215 $50.00 LEASE PAYMENT (PERIOD 08/25/22 -08/24/23)22006310 Invoice Total: $50.001/19/2023 610303 $50.002242 - CA DEPARTMENT OF TAX & FEE011-040-415-522000 $1,554.32 2022 UNDERGROUND STORAGE TANK MAINTENANCE FEE0 Invoice Total: $1,554.321/19/2023 610304 $1,554.32256 - CALPORTLAND COMPANY011-040-430-522000 $1,244.06 CONCRETE 95728756 CS-1463 Page 7 of 9 Item 6Page 9 of 11
Vendor Name Account Invoice AmountDescription Invoice # PO # or Contract #Payment DatePayment # Payment AmountCITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 2023Invoice Total: $1,244.061/19/2023 610305 $1,244.064163 - CENTRAL FORD AUTOMOTIVE, INC.011-040-420-522000 $399.13 AUTO PARTS 19179 230015 Invoice Total: $399.134163 - CENTRAL FORD AUTOMOTIVE, INC.011-040-420-522000 $618.31 AUTO PARTS 19439 230015 Invoice Total: $618.311/19/2023 610306 $1,017.445276 - DICKERSON MCCULLOCH & ASSOCIATES, LLC011-010-120-529215 $1,860.00 PROFESSIONAL SERVICES 332 Invoice Total: $1,860.001/19/2023 610307 $1,860.006696 - ELLIOTT AUTO SUPPLY CO, INC011-040-420-522000 $281.36 AUTO PARTS 125005775 230016 Invoice Total: $281.361/19/2023 610308 $281.367107 - GEOTAB USA, INC011-040-420-529000$750.50GPS PROPLUS PLAN 326698CS-1475 Invoice Total: $750.501/19/2023 610309 $750.501943 - PLUMBING & INDUSTRIAL SUPPLY011-040-415-522000 $9.06 PLUMBING SUPPLIES & BUILDING HARDWARES1275178001 230031 Invoice Total: $9.061943 - PLUMBING & INDUSTRIAL SUPPLY011-040-415-522000 $22.41 PLUMBING SUPPLIES & BUILDING HARDWARES1275615001 230031 Invoice Total: $22.411943 - PLUMBING & INDUSTRIAL SUPPLY011-040-415-522000 $381.50 PLUMBING SUPPLIES & BUILDING HARDWARES1271675001 230031 Invoice Total: $381.501/19/2023 610310 $412.971973 - STEVEN J. BURRIS011-040-420-529000$95.00LABOR71185 230013 Invoice Total: $95.001/19/2023 610311 $95.006372 - XPRESS WASH, INC011-040-420-529000$864.00CAR WASH SERVICES15777CS-1450 Invoice Total: $864.006372 - XPRESS WASH, INC011-040-420-529000$693.00CAR WASH SERVICES15800CS-1450 Invoice Total: $693.001/19/2023 610312 $1,557.00TOTAL EARLY CHECKS $12,282.86Page 8 of 9 Item 6Page 10 of 11
RECAP BY FUNDFUND ELECTRONIC TOTAL EARLY CHECKS TOTAL GRAND TOTAL011 ‐ GENERAL 217,441.78$12,232.86$229,674.64$055 ‐ LIGHT & POWER16,307,183.63‐16,307,183.63056 ‐ NATURAL GAS47.04‐47.04058 ‐ WATER40,043.6950.0040,093.6916,564,716.14$12,282.86$16,576,999.00$CITY OF VERNONOPERATING ACCOUNTWARRANT REGISTER NO. 102FEBRUARY 7, 2023Page 9 of 9 Am Item 6Page 11 of 11
City Council Agenda Report
Meeting Date:February 7, 2023
From:Lisa Pope, City Clerk
Department:City Clerk
Submitted by:Sandra Dolson, Administrative Secretary
Subject
General Industry Site Planning Standards
Recommendation
Conduct second reading and adopt Ordinance No. 1292 amending Vernon Municipal Code
Section 17.24.080 regulating building setbacks.
Background
At the January 17, 2023 Regular City Council Meeting, the Vernon City Council introduced and
conducted first reading of Ordinance No. 1292 which amends Vernon Municipal Code Section
17.24.080 regulating building setbacks. The ordinance summary was posted on the City’s
website on January 18, 2023, and was published on January 26, 2023, pursuant to legal
requirements.
Staff requests the City Council conduct second reading and adopt Ordinance No. 1292.
Fiscal Impact
The fiscal impact is estimated at $120. Sufficient funds are available in General Fund, City Clerk
Department, Advertisement/Promotion Account and No. 011-010-125-5250000 for the current
fiscal year.
Attachments
1. Ordinance No. 1292
Item 7 Page 1 of 4
ORDINANCE NO. 1292
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON
AMENDING VERNON MUNICIPAL CODE CHAPTER 17.24.080
REGULATING BUILDING SETBACKS
SECTION 1. Recitals.
A. The City of Vernon (City) is a municipal corporation and a chartered city of the
State of California organized and existing under its charter and the Constitution of
the State of California.
B. Vernon Municipal Code Title 17 – Zoning (Zoning Code), establishes zoning
regulations and provisions in the City and designates, regulates, and restricts
various matters of zoning and land use.
C. Under the existing Zoning Code, every building or structure in the General Industry
Zone shall be set back not less than 21 feet from the curb face as shown on the
master plan of streets.
D. The City Council desires to amend Vernon Municipal Section 17.24.080 regulating
building setbacks to allow the City to consider permitting a reduced setback
distance on a case-by-case basis as approved by the General Manager of Public
Utilities.
THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:
SECTION 2. The City Council of the City of Vernon finds and determines that
the above recitals are true and correct and are a substantial part of this ordinance.
SECTION 3. This ordinance was assessed in accordance with the authority and
criteria contained in the California Environmental Quality Act (CEQA), the State CEQA
Guidelines, and the environmental regulations of the City. The City Council hereby finds
that the proposed action is exempt from CEQA review, because it is general policy and
procedure-making activity that is unrelated to any specific project, which must undergo
separate CEQA review, and that will not result in direct physical changes or reasonably
foreseeable indirect physical changes in the environment, and therefore does not
constitute a “project” as defined by CEQA Guidelines Section 15378.
SECTION 4. Vernon Municipal Code Sections 17.24.080(C) and (D) are hereby
amended to read as follows:
“C. Building Setback. Every building or structure shall be set back not less than 21 feet
from the curb face, as shown on the Master Plan of Streets. A reduced setback distance
may be approved by the General Manager of Public Utilities, but not less than to the
ultimate planned right-of-way of the street as shown on the Master Plan of Streets. The
Item 7 Page 2 of 4
Ordinance No. 1292
Page 2 of 3
_______________________
General Manager of Public Utilities shall designate the distance from the center of the
street in any case in which the planned future ultimate width of a street is not specified or
a street is not symmetrical.
D. Ancillary Structure Setback. Where a lot or parcel of land in any zone or overlay
zone abuts a street as shown on the Master Plan of Streets, every Ancillary Structure on
such Lot or parcel shall be set back as follows: (1) if the ancillary structure is equal to or
greater than 20 feet in height, it shall be set back not less than 21 feet from the curb face,
as shown on the Master Plan of Streets. A reduced setback distance may be approved
by the General Manager of Public Utilities, but not less than to the ultimate planned right-
of-way of the street as shown on the Master Plan of Streets; and (2) if the ancillary
structure is less than 20 feet in height, it shall be set back not less than to the ultimate
planned right-of-way width of the street as shown on the Master Plan of the streets, except
in no case shall the structure be set back less than eight feet from the curb face, as shown
on the Master Plan of Streets. The General Manager of Public Utilities shall designate the
distance from the center of the street to the curb face in any case in which the Master
Plan of Streets does not specify a planned future ultimate width from curb to curb or a
street is not symmetrical.”
SECTION 5. Any provision of the Vernon Municipal Code or appendices thereto
inconsistent with the provisions of this ordinance, to the extent of such inconsistencies
and no further, is repealed or modified to that extent necessary to affect the provisions of
this ordinance.
SECTION 6. If any section, subsection, paragraph, sentence, clause, phrase, or
portion thereof, of this ordinance is declared by a court of competent jurisdiction to be
unconstitutional or otherwise invalid, such decision shall not affect the validity of the
remaining portions of this ordinance. The City Council declares that it would have adopted
this ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or
portion thereof, irrespective of the fact that any one or more sections, subsections,
paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or
unconstitutional. To this end, the provisions of this ordinance are declared to be
severable.
SECTION 7. The City Clerk shall certify the adoption and publish this ordinance as
required by law.
/ / /
/ / /
/ / /
Item 7 Page 3 of 4
Ordinance No. 1292
Page 3 of 3
_______________________
SECTION 8. This ordinance shall become effective after the thirtieth day following
its adoption.
APPROVED AND ADOPTED February 7, 2023.
______________________
LETICIA LOPEZ, Mayor
ATTEST:
LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:
ZAYNAH N. MOUSSA, City Attorney
Item 7 Page 4 of 4
City Council Agenda Report
Meeting Date:February 7, 2023
From:Scott Williams, Director of Finance
Department:Finance
Submitted by:Joaquin Leon, Deputy City Treasurer
Subject
Quarterly Report of Cash and Investments
Recommendation
Receive and file the Cash and Investments Report for the quarter ended December 31, 2022.
Background
On June 21, 2022, the City Council adopted Resolution No. 2022-22 approving an Annual
Statement of Investment Policy for Fiscal Year 2022-2023 (Investment Policy). The Investment
Policy sets forth the course of action necessary to guide the decision making of the City Council,
City Treasurer, and those authorized to make investment decisions in the administration of the
City’s investment portfolio.
In accordance with the City's Investment Policy, the City Treasurer shall render a quarterly report
of investments to City Council. The Cash and Investments Report provides an overview of the
City’s cash and investment portfolio which reflects how the City’s investment program meets
policy objectives. Staff manages the composition of the investment portfolio, conducting periodic
cash flow analyses, and benchmarking portfolio performance. As reflected by the data for the
quarter ended December 31, 2022, the City's investments are in line with anticipated projections.
As noted in the attached Cash and Investments Report for the quarter ended December 31,
2022, the City's portfolio is in compliance with the City's Annual Statement of Investment Policy
and the City has the ability to meet its budgetary expenditure requirements for the next six
months. Details are included in the attachment.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. December 2022 Quarterly Cash and Investments Report
Item 8 Page 1 of 5
CITY OF VERNON
CASH AND INVESTMENTS REPORT
FOR THE QUARTER ENDED
DECEMBER 31, 2022
Item 8 Page 2 of 5
TABLE OF CONTENTS
Cash and Investments Report – Summary for the Quarter Ended December 31, 2022
o Statement of Compliance of Quarterly Investment Report to City Investment Policy
o Statement of ability to meet budgetary expenditure requirements for the next six
months
Cash and Investments Report – Detail Schedule for the Quarter Ended December 31, 2022
Item 8 Page 3 of 5
City of Vernon
Report of Cash and Investments - Summary
For the Quarter Ended December 31, 2022
CUSIP Purchase Date of Amount Market
Type of Investment Issuer Number Date Maturity PAR Invested Value Market Price Source
Cash and Money Market Funds East West Bank N/A N/A N/A 99,829,913$ 99,829,913$ 99,829,913$ East West Bank
State Treasurer Pool "LAIF"State Treasurer LAIF N/A N/A N/A 638,577 530,000 628,084 Local Agency Investment Fund
Trust Accounts Bank of New York Mellon Trust Company N/A N/A N/A 42,247,475 42,247,475 42,247,475 Bank of New York Mellon
Escrow Accounts Bank of New York Mellon Trust Company N/A N/A N/A 68,533,444 68,533,444 68,533,444 Bank of New York Mellon
Total Cash and Investments 211,249,409$ 211,140,832$ 211,238,916$
Compliance Statement:
The above portfolio is in compliance with the City's Annual Statement of Investment Policy and has the ability to meet its budgetary expenditure requirements for the next six months.
Item 8 Page 4 of 5
City of Vernon
Report of Cash and Investments - Detail Schedule
For the Quarter Ended December 31, 2022
FINANCIAL
INSTITUTION ACCOUNT NAME INVESTMENT TYPE INVESTMENT NAME
CUSIP
NUMBER
PURCHASE
DATE
DATE OF
MATURITY
FACE VALUE
(PAR)
AMOUNT
INVESTED
MARKET
VALUE
INTEREST
RATE
East West Bank Operating Account Cash N/A N/A N/A N/A 40,690,936.96$ 40,690,936.96$ 40,690,936.96$ 0.75%
East West Bank FSA Account Cash N/A N/A N/A N/A 27,823.92$ 27,823.92$ 27,823.92$ 0.75%
East West Bank Payroll Cash N/A N/A N/A N/A 814.75$ 814.75$ 814.75$ 0.74%
East West Bank Worker's Compensation Account Cash N/A N/A N/A N/A 63,932.50$ 63,932.50$ 63,932.50$ 0.75%
East West Bank Liability Insurance Account Cash N/A N/A N/A N/A 1,142.37$ 1,142.37$ 1,142.37$ 0.76%
East West Bank Cetera Investments Cash N/A N/A N/A N/A 2,303,795.84$ 2,303,795.84$ 2,303,795.84$ 0.70%
East West Bank General Account Money Market Funds N/A N/A N/A N/A 5,470,313.35$ 5,470,313.35$ 5,470,313.35$ 2.07%
East West Bank Federal Funds for Street Improvements Money Market Funds N/A N/A N/A N/A 1,564,482.65$ 1,564,482.65$ 1,564,482.65$ 2.07%
East West Bank Asset Forfeiture-Federal Funding Money Market Funds N/A N/A N/A N/A 431,819.83$ 431,819.83$ 431,819.83$ 2.07%
East West Bank Asset Forfeiture-State Funding Money Market Funds N/A N/A N/A N/A 15,571.93$ 15,571.93$ 15,571.93$ 2.07%
East West Bank Drug Abuse Program Money Market Funds N/A N/A N/A N/A 5,179.44$ 5,179.44$ 5,179.44$ 2.07%
East West Bank SCWP Money Market Funds N/A N/A N/A N/A 1,852,007.93$ 1,852,007.93$ 1,852,007.93$ 2.07%
East West Bank Property Management Money Market Funds N/A N/A N/A N/A 1,997,521.65$ 1,997,521.65$ 1,997,521.65$ 2.07%
East West Bank Water Fund Money Market Funds N/A N/A N/A N/A 6,081,836.96$ 6,081,836.96$ 6,081,836.96$ 2.07%
East West Bank Light & Power AB1890 Cash N/A N/A N/A N/A 0.99$ 0.99$ 0.99$ 0.00%
East West Bank Light & Power Account Money Market Funds N/A N/A N/A N/A 19,945,589.59$ 19,945,589.59$ 19,945,589.59$ 2.07%
East West Bank Light and Power Fund Cash N/A N/A N/A N/A 9,942,985.39$ 9,942,985.39$ 9,942,985.39$ 2.07%
East West Bank Gas Account Money Market Funds N/A N/A N/A N/A 3,043,326.46$ 3,043,326.46$ 3,043,326.46$ 2.07%
East West Bank CARB Natural Gas Rebates Money Market Funds N/A N/A N/A N/A 6,058,318.21$ 6,058,318.21$ 6,058,318.21$ 2.07%
East West Bank Fiber Optics Fund Money Market Funds N/A N/A N/A N/A 332,512.18$ 332,512.18$ 332,512.18$ 2.07%
East West Bank 99,829,912.90$ 99,829,912.90$ 99,829,912.90$
State of California Local Agency Investment Fund State Treasurer Pool Pooled Money Investment Account N/A 9/30/2003 N/A 638,577.26$ 530,000.00$ 628,084.14$ 2.17%
State of California 638,577.26$ 530,000.00$ 628,084.14$
Bank of New York Vernon 21 Electric Cap Improv Fd Cash N/A N/A N/A N/A 190,569.28$ 190,569.28$ 190,569.28$ 0.00%
Bank of New York Vernon 22 Electric Cost of Iss Fd Cash N/A N/A N/A N/A 75,665.24$ 75,665.24$ 75,665.24$ 0.00%
Bank of New York Vernon 20 Wtr Acquisition FD Money Market Mutual Funds Dreyfus Trsy Sec CM Admin 582 X9USDTVM2 N/A N/A 6,406,062.37$ 6,406,062.37$ 6,406,062.37$ 3.83%
Bank of New York Vernon 20 Wtr Interest Account Money Market Mutual Funds Dreyfus Trsy Sec CM Admin 582 X9USDTVM2 N/A N/A 56,406.92$ 56,406.92$ 56,406.92$ 3.83%
Bank of New York Vernon 20 Wtr Revenue Fund Money Market Mutual Funds Dreyfus Trsy Sec CM Admin 582 X9USDTVM2 N/A N/A 0.20$ 0.20$ 0.20$ 5.00%
Bank of New York Vernon 20 Electric Cap Improv Money Market Mutual Funds Dreyfus Trsy Sec CM Admin 582 X9USDTVM2 N/A N/A 2,227,171.17$ 2,227,171.17$ 2,227,171.17$ 3.83%
Bank of New York Vernon Ele Rev 09 Debt Serv Reserve Money Market Mutual Funds Goldman Financial SQ Govt X9USDGFSG N/A N/A 33,173,817.47$ 33,173,817.47$ 33,173,817.47$ 3.91%
Bank of New York Vernon Ele Rev 09 Debt Service Fund Money Market Mutual Funds Goldman Financial SQ Govt X9USDGFSG N/A N/A 117,782.11$ 117,782.11$ 117,782.11$ 3.91%
Bank of New York Mellon Trust Company (Trust Accounts)42,247,474.76$ 42,247,474.76$ 42,247,474.76$
Bank of New York City of Vernon Escrow Account Money Market Mutual Funds Invesco Government Agency Private X9USDAIMP N/A N/A 12,403,880.71$ 12,403,880.71$ 12,403,880.71$ 3.93%
Bank of New York Vernon Esc '06 Lt & Pwr Stabilization A Money Market Mutual Funds Invesco Government Agency Private X9USDAIMP N/A N/A 39,327,757.46$ 39,327,757.46$ 39,327,757.46$ 3.93%
Bank of New York City of Vernon Unrestricted Dep AC Money Market Mutual Funds Morgan Stanley Govt Instl 8302 X9USDMOR3 N/A N/A 16,801,805.68$ 16,801,805.68$ 16,801,805.68$ 4.13%
Bank of New York Mellon Trust Company (Escrow Accounts)68,533,443.85$ 68,533,443.85$ 68,533,443.85$
Total Cash and Investments 211,249,408.77$ 211,140,831.51$ 211,238,915.65$
Item 8 Page 5 of 5
City Council Agenda Report
Meeting Date:February 7, 2023
From:Daniel S. Wall, P.E., Director of Public Works
Department:Public Works
Submitted by:Daniel S. Wall, P.E., Director of Public Works
Subject
Public Works Street Operations Division Vehicle Purchase
Recommendation
Approve and authorize issuance of a purchase order with TYMCO, Inc for a compressed natural
gas (CNG) powered Model 600 Street Sweeper for a total amount not-to-exceed $453,419.67.
Background
The adopted Public Works Department Street Operations Division budget for Fiscal Year 2022-
2023 included capital expenditures for the purchase of a new street sweeper replacing an
obsolete street sweeper to meet the operational needs of the department. The purchase of this
new vehicle will provide Public Works staff with the equipment necessary to reliably maintain the
general cleanliness of the City’s streets.
Pursuant to Vernon Municipal Code Section 3.32.110(A)(5), the purchase of this vehicle is
exempt from competitive bidding and competitive selection, as the purchase is through
Sourcewell which offers participating agencies cooperative buying contracts. It is to the
advantage of the City to procure this vehicle from TYMCO, Inc through the Sourcewell contract.
The quote provided by TYMCO, Inc. indicates a cost savings of $9,583 based of the
Manufacturer’s Suggested Retail Price.
Staff recommends approval of the purchase of a TYMCO CNG powered Model 600 Street
Sweeper for a total cost of $453,419.67
Fiscal Impact
The fiscal impact is not-to-exceed $453,419.67. Sufficient funds are available in General Fund,
Public Works Street Operations Division Account No. 011-040-430-660010 for the current fiscal
year.
Attachments
1. Sourcewell – Model 600 Sweeper Quote
Item 9 Page 1 of 3
Item 9 Page 2 of 3
Item 9 Page 3 of 3
City Council Agenda Report
Meeting Date:February 7, 2023
From:Michael Earl, Director of Human Resources
Department:Human Resources
Submitted by:Lisette Grizzelle, Senior Human Resources Analyst
Subject
Revision to Water Superintendent Job Description
Recommendation
Approve revised Water Superintendent job description with no salary change.
Background
Due to the recent resignation of the former Water Superintendent, Human Resources staff has
reviewed this job description and, after consultation with the Public Utilities Department, is
recommending that minor revisions be made to clarify and more accurately reflect the essential
functions of the position. Additionally, revisions are recommended under the Minimum
Qualifications section that modify the educational requirements to better align with similar
positions in comparable survey agencies. It is also recommended that language be added under
License and Certification Requirements to indicate that a higher level of water distribution
certification is desirable. These recommendations to update the Water Superintendent job
description will help recruit and attract potential candidates that are highly qualified to fill this
critical role.
Fiscal Impact
There is no fiscal impact associated with this report.
Attachments
1. Revised Water Superintendent Job Description
Item 10 Page 1 of 4
Water Superintendent Vernon CA 1 of 3
JOB DESCRIPTION
Water Superintendent
Date Prepared:
Date Revised:
Date Revised:
May 2017
May 2018
January 2023
Class Code: 7910
SUMMARY: Under general supervision, plans, organizes, directs, and supervises the daily field operations
activities of the Water Operations Division including maintenance and operations of water production, storage,
pumping, and distribution facilities, supervises assigned staff; performs related work as assigned.
ESSENTIAL FUNCTIONS: -- Essential functions, as defined under the Americans with Disabilities Act, may include any of the following
representative duties, knowledge, and skills. This is not a comprehensive listing of all functions and duties performed by incumbents of this class;
employees may be assigned duties which are not listed below; reasonable accommodations will be made as required. The job description does
not constitute an employment agreement and is subject to change at any time by the employer. Essential duties and responsibilities may include,
but are not limited to, the following:
Reviews, evaluates, and schedules daily maintenance activities and work assignments with crew; discusses
operational challengesproblems and develops improvements and modifications on methods being utilized
to ensure efficient operation of the Water Division’s water production facilities, pump stations, distribution
storage reservoirs, water services, and all pertinent water facilities. Analyzes and evaluates the goals and
objectives, programs, organizational structure, operations, and control systems of the Division.
Monitors the overall water quality and chlorine residuals within the City water system.
Performs thorough evaluation and facilitates implementation of the Water Strategic Plan, Urban Water
Management Plan, Regional Integrated Resources Water Management Plan, and other related Division
wide projects and programs.
Conducts inspections and oversees testing of Water Division facilities infrastructure to ensure proper
operations and quality control to meet federal, state, and local laws and regulations; responds and meets
with customers, associations, contractors and developers regarding water quality, water pressure, water
availability, facility repairs, service interruptions, service connections, and other water related issues.
Performs research and prepares a variety of reports, correspondence, and documents. Assists in the
preparation of the Water Division operating and Capital Improvement Program budgets, including
preventative maintenance plans.
Assists in the selection of division employees; plans, organizes, and assigns work; develops and
establishes work methods and standards.
Assists in the development of Standard Operating Procedures, conducts direct staff training and
development; reviews and evaluates employee performance; recommends and initiates disciplinary
action.
Reviews and assists in development of design drawings, specifications, and cost estimates; coordinates
with contractors and staff on proposed construction and recommends improvements to water division
facilities; inspects new and existing facilities, assists in start-ups, and provides deliverablessubmits punch
lists to contractors.
Supervises all repairs to Division facilities; arranges for emergency equipment, contractors, and directs
the work of crews on emergency repairs.
Ensures regulatory compliance with laws, rules and regulations related to all water facilities and water quality
requirements.
Item 10 Page 2 of 4
Water Superintendent Vernon CA 2 of 3
Facilitates the development and management of systems including GIS, SCADA, and the work order,
inventory, and asset management program; provides annual updates; develops and tracks work order data
reports; approves and completes work orders and evaluates labor and material costs.
Order supplies/materials and schedules the labor required for the repair and maintenance of all water
facilities. Create vehicle and equipment specifications for competitive bidding purposes.
Supports the relationship between the City of Vernon and the general public by demonstrating courteous
and cooperative behavior when interacting with visitors and City staff; maintains confidentiality of work-
related issues and City information; performs other duties as required or assigned.
MINIMUM QUALIFICATIONS:
Education, Training and Experience Guidelines:
Possession of a High School Diploma or GED supplemented with specialized training and/or related college
coursesAssociate of Arts Degree in Civil Engineering in Water Technology, or a closely related field; AND
seven years of recent and progressively responsible professional experience in water distribution or water
treatment, including three years of supervisory experience. Bachelor’s Degree in Civil Engineering in Water
Technology, or a closely related field is desired.
Knowledge of:
City organization, operations, policies, and procedures including safety programs and practices.
Water distribution, treatment, storage, pumping, production, and delivery facilities.
Water engineering, resource analysis, construction principles, operations, and maintenance methods.
Principles and practices of public administration and project management.
Water distribution mathematics including water terms and definitions, water measurements, water
pressure and units and conversion factors.
Principles and practices of budgeting, procurement, contract administration and systems management.
Chlorination techniques in order to provide the public with a safe water distribution system.
Hydraulic and mechanical principles.
Principles and practices, strategic planning, budgeting, and finance.
Methods of oral and written report presentation.
Applicable federal, state, and local laws, rules and regulations pertaining to water industry regulatory
compliance.
Workforce planning, development, staff training, occupational hazards, and safe work procedures.
Principles, practices, and methods of effective supervision.
Skill in:
Evaluating complex, administrative, or technical issues and making credible recommendations.
Reading and interpreting engineered plans, blueprints, plans, diagrams, specifications, technical manuals,
and regulations.
Defining problems, establishing facts, and drawing valid conclusions.
Effective verbal and written communication.
Dealing tactfully and courteously with staff, vendors, contractors, and the public.
Interpreting and applying water related City, state, and federal codes, laws, and regulations.
Preparing complete and thorough reports.
Managing situations requiring diplomacy, fairness, firmness, and sound judgment.
Operating a personal computer and various software applications.
Prioritizing goals, projects and work tasks and recommending actions.
Supervising the work of subordinate staff.
LICENSE AND CERTIFICATION REQUIREMENTS:
A valid California State Driver’s License is required.
Possession of a grade D4 water distribution and grade T2 water treatment operator’s certificate issued by the
State of California. Grade D5 water distribution certification issued by the State of California is desirable.
Item 10 Page 3 of 4
Water Superintendent Vernon CA 3 of 3
PHYSICAL DEMANDS AND WORKING ENVIRONMENT:
Work is performed in an office environment and requires daily work in an outdoor work environment. May
be exposed to dangerous machinery, extreme weather conditions and hazardous chemicals. May be
required to climb ladders and enter trenches and confined spaces.
Item 10 Page 4 of 4
City Council Agenda Report
Meeting Date:February 7, 2023
From:Scott Williams, Director of Finance
Department:Finance
Submitted by:Joaquin Leon, Deputy City Treasurer
Subject
Payment Process Services
Recommendation
A. Approve and authorize continued use of payment processing services as provided by an
existing agreement with Global Payments Integrated (Global Payments), and approve an
additional amount of $30,000 to be paid in fees incurred on existing accounts with Global
Payments through July 2023; and
B. Approve and authorize the City Administrator to execute a new Merchant Application and
related OpenEdge Check Services Merchant Application in order to establish three new merchant
accounts and utilize Global Payments for payment processing through June 2024.
Background
In November 2013, the City entered into a service agreement with Payment Processing Inc. (now
Global Payments) for payment processing services as an integrated solution to the City’s then
new cashiering system, Tyler Cashiering. The initial term of the agreement was for three years,
after which it would automatically renew each year for a consecutive twelve-month term until
either party terminated the agreement. The initial service agreement was approved by the
Finance Director at the time, as staff did not anticipate fees paid to the vendor to exceed $100,000
within the first three years of the agreement.
Since then, Global Payments has provided payment processing services which include credit
card, check, and online payments. Global Payments collects fees for transactions processed
both on a flat amount and percentage basis as identified on page 2 of the Merchant Application
(Attachment 1). Based on this fee structure, and to avoid paying excessive fees, payments
processed by the vendor excluded Utility Payments. Thus, payment processing fees averaged
just under $45,000 per year. However, in an effort to assist the Vernon business community
during the COVID-19 pandemic, the City lifted its credit card payment restriction for utility bills
and allowed customers to pay utility bills with amounts due up to $30,000 via credit card. This
adjustment was in effect from May 2020 through April 2022 which allowed struggling businesses
to pay their utility bills and keep their accounts with the City current. This change increased the
City’s payment processing fees to $77,827.08 in FY 2020-21 and $131,630.76 in FY 2021-22.
The additional payment processing costs were absorbed by the City in order to facilitate utility
payments by businesses and were considered necessary to keep the City’s cash flows from
being significantly impacted by the pandemic. In April 2022, the credit card payment restriction
on utility bills was reinstated, immediately reducing processing fees. For Fiscal Year 2022-23,
fees are estimated to be approximately $70,000, a 46.8% decrease from the past fiscal year.
During the span of the existing agreement, payment processing fees to Global Payments have
totaled $472,726. Pursuant to Vernon Municipal Code (VMC) Section 3.32.030, Council approval
is necessary for contracts that exceed $100,000. However, due to the way fees are collected by
this vendor, staff only recently realized that the threshold for City Council approval had been
exceeded. As the Finance Department sought to establish new merchant accounts necessary
for the implementation of the City’s new Enterprise Resource Planning (ERP) system, Tyler
Munis, this oversight was identified. Staff is now requesting City Council approval for the amount
anticipated to be spent over the next few months on the existing accounts, approximately
Item 11 Page 1 of 43
$30,000. Once the transition to Munis is implemented for cashiering, the existing accounts and
accompanying agreement with Global Payments will terminate.
Prior to terminating these existing accounts and in order to maintain the payment process
integration between Global Payments and Tyler Cashiering, it is necessary to establish three
new merchant accounts with Global Payments to be used specifically with the City’s new ERP
system. Thus, the Merchant Application (Attachment 1) and the OpenEdge Check Services
Merchant Application (Attachment 2), are being presented to Council for approval. The new
accounts will address the City’s good governance purchasing requirements outlined in VMC
3.32.220 which generally prohibit “evergreen” contract terms; in order to mitigate the vendor’s
automatic renewal provision, an Indemnity Agreement (Attachment 3) allows the City to terminate
the agreement at any point without penalty. Prior to June 2024, Finance staff will conduct a
thorough review and competitive selection process to identify a vendor best suited to provide
payment processing services for the City in the future.
The processing fees for the new accounts are not expected to begin until April 2023 once
additional ERP system modules (Accounts Receivable, EnerGov, and web-based Tyler
Cashiering) are implemented. At that point, it is estimated that annual payment processing fees
will be between $75,000 to $105,000 annually and may vary depending on customer use of the
payment processing services offered by the City.
Fiscal Impact
The fiscal impact is estimated at $75,000 to $105,000, but can vary depending on the transaction
amount and the volume of transactions processed each month. Sufficient funds are available in
the General Fund, Finance Department, Bank Services Fees Account No. 011-010-130-529010
for the current fiscal year and will be budgeted in subsequent fiscal years.
Attachments
1. Merchant Application
2. OpenEdge Check Services Merchant Application
3. Indemnity Agreement
Item 11 Page 2 of 43
Member Bank (Acquirer) Information
Merchant Application
Business Information
Merchant's DBA Name/Outlet Name: Merchant's Legal Name:
Physical Street Address (No P.O. Box): Legal Address:
City, State, Zip: City, State, Zip:
DBA Phone: Fax: Corp. Phone: Fax:
Contact Name at this Address: Contact Name at this Address:
E-Mail:E-Mail:
Customer Service Phone # (Required for MOTO and Internet merchants only):
Website Address (Required for Internet merchants):
Merchant Profile
Ticker Symbol: Market Type: Sales Profile (Must equal 100%)
Type of Ownership: Sole Proprietor Partnership Retail Supermarket Card Swiped
Corporation LLC Professional Assoc. Restaurant Emerging Market Manual Keyed with Imprint
Tax Exempt Org (501C: 3 4 10) Government/Municipality Lodging Public Sector Mail Order/Telephone
Type of Goods or Services Sold: SIC Code: MO/TO Auto Rental Internet
P-Card Cash Advance Total E-Commerce Other
Years in Business Under Current Ownership: Federal Tax ID #:
Do you currently accept AMEX/Visa/MasterCard/Discover? Yes No
Does merchant accept transactions before the customer receives product or service? Yes No If yes:
How long does customer wait before product is received? % of sales in this category
% cost that is prepayment?
Does merchant offer warranties, dues, subscriptions, memberships or other extended services? ☐ Yes ☐ No If yes:
Duration of extended service or benefit (in weeks):
Annual Amex/Visa/MC/Discover Sales: Average Ticket: Total Amex/Visa/MC/Discover Sales (multiple locations only):
Wells Fargo Bank, P.O. Box 6079 – Concord, CA 94524 – (844) 284-6834
Important Member Bank (Acquirer) Responsibilities Important Merchant Responsibilities
1. The Bank is the only entity approved to extend acceptance of Card Organization
products directly to a Merchant.
2. The Bank must be a principal (signer) to the Merchant Agreement.
3. The Bank is responsible for educating Merchants on pertinent Card Organization Rules
with which Merchants must comply; but this information may be provided to you by
Processor.
4. The Bank is responsible for and must provide settlement funds to the Merchant.
5. The Bank is responsible for all funds held in reserve.
1. Ensure compliance with cardholder data security and storage requirements.
2. Maintain fraud and chargebacks below Card Organization thresholds.
3. Review and understand the terms of the Merchant Agreement.
4. Comply with Card Organization rules.
5.Retain a signed copy of this Disclosure Page.
Merchant Resources
The responsibilities listed above do not supersede terms of the Card Services Agreement
and are provided to ensure the Merchant understands some important obligations of each
party and that the Visa member (acquirer) is the ultimate authority should the Merchant
have any problems.
You may download "Visa Regulations" from Visa at:
https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf
You may download "MasterCard Rules" from MasterCard at:
http://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html
You may download additional Merchant information from Discover at:
http://www.discovernetwork.com/merchants/index.html
You may download "American Express Merchant Operating Guide" at:
Merchant's Signature: Name (printed): Title: Date
For questions regarding Card Services, contact: Customer Service within 60 days of the date of the statement and/or notice. Global Payments Direct Inc. – 3550 Lenox Road NE, Suite
3000, Atlanta, GA 30326 or call: 1-800-367-2638.
Note: Billing disputes must be forwarded, in writing, to Customer Service within 60 days of the date of the statement and/or notice.
day(s)
https://www.americanexpress.com/merchantopguide
1
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058
(323) 583-8811
Joaquin Leon
jleon@ci.vernon.ca.us
(323) 583-8811
www.cityofvernon.org
City of Vernon
4305 S Santa Fe Ave
Vernon, CA 90058
(323) 583-8811
Joaquin Leon
jleon@ci.vernon.ca.us
4
4 59%
0%
0%
41%
100%Municipality 9399
117 956000808
4
4
4
$2,175,000.00 $1,850.00
Carlos Fandino Administrator
DocuSign Envelope ID: DB855B5B-A4D0-43AC-898E-E074576C328E
Item 11 Page 3 of 43
Surcharges: (Non-Qualified surcharges are marked "NQ" and are per-occurence)
Surcharges:
Tiered Enhanced Billback Interchange Plus
Rewards Discount Enhanced Billback
Mid-Qualified Discount
Non-Qualified Discount
A list of additional fees/rates can be found on pages 2 and 4 of this Card Services Agreement contract under the headings "Other Fees" and "Association Fees and Assessments."
The foregoing discount rate, per item and authorization fees are based upon Merchant's complying with all processing requirements as established by the applicable governing authority of the payment type which
qualifies Merchant for the most favorable interchange rates available for such payment type. Transactions that do not qualify for the most favorable interchange rates will be subject to the surcharges up to 3.00% in
addition to the rate quoted. See "Other Fees" section of this Card Services Agreement and Section 34 of the Card Services Terms and Conditions for more information regarding non-qualifying surcharges. Discount
rates and other percentage fees are calculated by multiplying the rates or fees and the Merchant's applicable transaction volume. Per item and per authorization fees are calculated per transaction or authorization, as
applicable. See Section 13 of the Card Services Terms and Conditions for information regarding the early termination fee. In addition to the per item fee, all Debit Transactions include fees assessed by the applicable
network organization.
Plan Type New Existing Existing Merchant # Discount Rate Per Item Per Auth
VISA Credit N/A N/A
VISA Check N/A N/A
MasterCard Credit N/A N/A
Debit MasterCard N/A N/A
Discover Credit N/A
Discover Check
PayPal Credit (card present) N/A
Diners Club, China Union Pay, JCB
Debit (other than Visa or MC)
EBT
American Express
2.8500% $0.1500
Daily Discount: YES NO
Credit/Debit Card Services and Fee Schedule*
American Express Prepaid
POS Vendor Fee†
Merchant FNS# _______Cash Benefits: YES NO
Other Fees (Per occurrence fees marked with a *)
Non-Refundable Application Fee *
Membership Fee
Monthly Regulatory Compliance Fee
Annual Association Technology Fee
Global Access @dvantage Monthly Fee
Voice Authorization Fee *
Batch/ACH Fee *
Non-Sufficient Fund *
Account Maintenance Fee
Gateway Monthly Fee
Virtual Site Survey Fee *
Retrieval Fee *
Minimum Monthly Discount
Voice AVS Fee *
PCI ASSURE Monthly Fee
PCI ASSURE Non-Compliance
Fee (monthly)
Data Monitoring Fee *
Other:
Gateway Setup Fee
Association Fees and Assessments (Per occurrence fees marked with a *)
GP Fee - DISC Assessments *
GP Fee - DISC Intl Processing *
GP Fee - DISC Intl Service *
GP Fee - DISC Program Integrity Fee *
GP Fee - PayPal Assessment *
GP Fee - PayPal Participation *
GP Fee - VISA Assessments-Credit *
GP Fee - VISA Assessments-Debit *
GP Fee - VISA Intl Svc Assessment-Purchase *
GP Fee - VISA Intl Svc Assessment *
GP Fee - VISA Intl Acquiring *
GP Fee - VISA Trans Integrity *
GP Fee - VISA APF - Credit *
GP Fee - VISA APF - Debit *
GP Fee - VISA APF Intl - Credit *
GP Fee - VISA APF Intl - Debit *
GP Fee - VISA AVS Only *
GP Fee - VISA Misuse of Auth *
GP Fee - VISA Account Verification Fee Credit *
GP Fee - VISA Account Verification Fee Debit *
GP Fee - VISA Account Verification Fee Intl *
GP Fee - VISA Kilobyte Fee
GP Fee - MC Acct Status Inquiry *
GP Fee - MC Data Integrity *
GP Fee - MC CVC2 *
GP Fee - MC Assessments *
GP Fee - MC Assessments Lg Tkt *
GP Fee - MC Acceptance & Licensing *
GP Fee - MC Cross Bdr Domestic *
GP Fee - MC Cross Bdr Foreign *
GP Fee - MC Acq Program Support *
GP Fee - MC Digital Enablement *
GP Fee - MC Monthly Fee
GP Fee - MC Integrity - Final Auth (Max) *
GP Fee - MC Integrity - Final Auth (Min) per Auth PI *
GP Fee - MC Integrity - Pre Auth/Undefined per Auth PI *
GP Fee - AMEX Inbound *
GP Fee - AMEX Network *
GP Fee - AMEX CNP *
GP Fee - AMEX Access *
GP Fee - Settlement Funding Fee *
GP Fee - Settlement Funding Fee PI
GP Fee - Risk Assessment Fee
GP Fee - Risk Assessment Fee PI
Chargeback Fee *
Monthly Debit Card Membership Fee
Global Transport VT (Recurring Billing)
Setup Fee *
Global Transport VT (Recurring Billing)
Monthly Fee
Global Transport VT (Recurring Billing)
Transaction Fee *
Customer Engagement Suite (Monthly)
POS Vendor Fee† (Monthly)
†Third party fee for Merchant's POS/business management software (Global Direct bills this fee as agent of the software provider.) Questions about this fee should be addressed to the software provider directly.
2
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
4
0.50%
1.10%
1.45%
1.9700%
1.7700%
1.9700%
1.7700%
1.9700%
1.7700%
1.9700%
1.9700%
1.9700%
$0.1600
$0.1600
$0.1600
$0.1600
$0.1600
$0.1600
$0.1600
$0.1600
$0.2900
$0.3500
$0.1600
$0.3100
$0.3100
$0.3100
$0.3100
$0.3100
$0.3100
$0.3100
$0.3100
$0.3100
4
$0.00
$0.00
$0.60
$0.15
$15.00
$0.00
$2.50
$5.00
$0.05
$14.75
$69.95
$15.00
$45.00
0.2100%
0.8500%
0.9000%
1.2000%
0.2000%
$0.0250
0.2240%
0.2240%
1.4000%
1.8000%
$0.1000
$0.0195
$0.0155
$0.0395
$0.0355
$0.0000
$0.0900
$0.0300
$0.0550
$3.7500
$0.0000
0.1940%
0.2400%
0.0200%
1.0000%
1.4000%
1.2500%
0.0200%
0.2500%
$0.0400
$0.0450
1.4000%
0.1990%
0.3000%
0.7000%
$0.0500
$0.0018
$0.0700
$0.0300
$0.0350
$0.8500
0.5800%
$2.0000
Item 11 Page 4 of 43
I/We hereby irrevocably guarantee to Global Direct and Member, their successors and assigns, the full, prompt, and complete performance of Merchant and all of Merchant's obligations under the Card Services
Agreement, including but not limited to all monetary obligations arising out of Merchant's performance or non-performance under the Card Services Agreement, whether arising before or after termination of the Card
Services Agreement. This guaranty shall not be discharged or otherwise affected by any waiver, indulgence, compromise, settlement, extension of credit, or variation of terms of the Card Services Agreement made
by or agreed to by Global Direct, Member, and/or Merchant. I/We hereby waive any notice of acceptance of this guaranty, notice of nonpayment or nonperformance of any provision of the Card Services Agreement
by Merchant, and all other notices or demands regarding the Card Services Agreement. I/We agree to promptly provide to Global Direct and Member any information requested by any of them from time to time
concerning my/our financial condition(s), business history, business relationships, and employment information. I/We agree that Global Direct and Global Direct (on behalf of Member) may order a consumer credit
report on me, Merchant and each of Merchant's officers, partners, and/or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating,
renewal or extension of the services provided hereunder, or in conjunction with reviewing, taking collection action on, or other legitimate purposes associated with the Merchant account. I/We have read, understand,
and agree to be bound by the Card Services Terms & Conditions provided to Merchant and those terms and conditions contained in this Merchant Application.
Signature of Guarantor (please sign below)
X , an individual
Name (printed):
Signature of Guarantor (please sign below) Name (printed):
X , an individual
Personal Guaranty
Name: Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name: Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Is any owner, officer, director, employee, or agent a current or former official in the executive, legislative, administrative, military, or judicial branch of any government (elected or not); a senior official of a major political party; an executive of a
government-owned commercial enterprise; a family member of any of the foregoing officials; or a close personal or professional associate of any of the foregoing officials? Yes No If "yes," please attach details.
Bank Information (Attach Voided Check or Bank Letter):
Routing Number: DDA/Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees
Bank 1
Bank 2
Bank 3
Bank 4
Merchant Site Survey Report (To be Completed by Sales Representative)
Other: Merchant Location: Retail Location with Store Front Office Building Residence
Surrounding Area: Commercial Industrial Residential
Does the amount of inventory and merchandise on shelves and floor appear consistent with the type of business? Yes No
If no, explain:
Does the Merchant use a Fulfillment House? Yes No If yes, was the Fulfillment House inspected? Yes No
The Merchant: Owns Leases the business premises
Further comments by inspector (must complete):
I hereby verify that this application has been fully completed by merchant applicant and that I have physically inspected the business premises of the merchant
at this address and the information stated above is true and correct to the best of my knowledge and belief.
Verified and inspected by (print name):
Representative Name: Representative Signature: X Date:
Sales Rep Name: Sales Rep Code: Sales Phone Number: Sales Email Address:
Amex annual volume < $1,000,000 YES NO Amex Acceptance YES NO Amex Marketing YES NO
Owner/Officer Information
Complete Owner/Officer Information must be present for all Equity Owners with 25% or greater equity in the business and for any
person(s) with authority or control. An owner or person with control listed, must be the one to accept the agreement at the end of this
application.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date
of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents
3
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
Carlos Fandino
Carlos Fandino Administrator 0%09/09/1999 999-99-9999 (323) 583-8811
4305 S. Santa Fe Ave Vernon CA 90058 2
322070381 8003092007
4 4 4 4 4 4
4
4
Item 11 Page 5 of 43
American Express ESA Program
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express® Merchant Operating Guide
("Agreement") - https://icm.aexp-static.com/content/dam/gms/en_us/optblue/us-mog.pdf, and that all information provided herein is true, complete, and accurate. I authorize Global Direct and American Express
Travel Related Services Company, Inc. ("American Express") and American Express’s agents and Affiliates to verify the information in this application and receive and exchange information about me personally,
including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I
authorize and direct Global Direct and American Express and American Express’s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have
requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I also authorize American Express to use the reports on me from consumer
reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the American Express Privacy Statement at https://www.americanexpress.com/
privacy to learn more about how American Express protects your privacy and how American Express uses your information. I understand that I may opt out of marketing communications by visiting this website or
contacting American Express at 1-(800)-528-5200. I understand that upon American Express's approval of the application, the entity will be provided with the Agreement and materials welcoming it to American
Express's Card acceptance program.
Merchant's Signature Name (printed): Title: Date:
X
Hardware
Quantity Hardware Device Rental/Purchase Unit Price
Special Instructions:
Rate Table:
Global Terminal Type:
4
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
Carlos Fandino Administrator
1
PIN Pad - Ingenico - Lane 7000
Rental
$38.95*
X3
ZQ2
* Indicates Unit Price is recurring
See attached Equipment Rental Agreement (Addendum A) which is incorporated into this agreement and has additional terms and conditions specific to equipment rentals.
Item 11 Page 6 of 43
PCI DSS and Card Network rules prohibit storage of sensitive authentication data after the transaction has been authorized (even if encrypted). If you or your
POS system store, process, or transmit full cardholder’s data, then you (merchant) must validate PCI DSS compliance. If you (merchant) utilize a payment
application the POS software must be PA DSS (Payment Application Data Security Standards) validated where applicable. If you use a payment gateway, they
must be PCI DSS Compliant.
As required under the Payment Card Industry Data Security Standard (PCI DSS), I do hereby declare and confirm the following:
Questions:
Merchant will maintain full PCI DSS compliance at all times and will
notify Global Payments when it changes its point of sale software,
system, application or vendor
YES NO N/A
Do your transactions process through any other Third Parties (i.e. web
hosting companies, gateways, corporate office)? YES NO N/A
Merchant utilizes the services of a PCI SSC Qualified Integrator
Reseller (QIR) when POS payment applications are utilized. YES NO N/A
The signing merchant listed below has experienced an account data
compromise.
YES NO N/A
(I have never accepted
payment cards)
The signing merchant listed below is storing Sensitive Authentication
Data* (even if encrypted) after the transaction has been authorized.
YES NO N/A
(I have never accepted
payment cards)
Merchant utilizes an EMV enabled terminal YES NO N/A
*Sensitive Authentication Data is security related information (Card Verification Values, complete Magnetic Stripe Data, PINs, and PIN blocks) that is used to
authenticate cardholders.
Please note that if you have indicated that your organization has experienced an account data compromise in the past, a PCI DSS Level 1 Compliance
Assessment may be required upon Global’s request. A compromise of cardholder data from your location(s) may result in the issuance of fines and/or penalties
by the card brand, for which you will be responsible under your Merchant Agreement, notwithstanding this Compliance Statement.
It is imperative that you notify Global Payments immediately should the information on this Compliance Statement change.
Acceptance of Merchant Application and Terms & Conditions / Merchant Authorization
Your Card Services Agreement is between Global Payments Direct, Inc. ('Global Direct'), the Merchant named above and the Member named below ('Member'). Member is a member
of Visa, USA, Inc. ('Visa') and MasterCard International, Inc. ('MasterCard'); Global Direct is a registered independent sales organization of Visa, a member service provider of
MasterCard and a registered acquirer for Discover Financial Services, LLC. ('Discover') and a registered Program Participant of American Express Travel Related Services Company,
Inc. ('American Express'). A copy of the Card Services Terms and Conditions for Government Entities, revision number Government Entities 04-21-GPI-WF-MUA, has been provided to
you. Please sign below to signify that you have received a copy of the Card Services Terms & Conditions and that you agree to all terms and conditions contained therein. If this
Merchant Application is accepted for card services, Merchant agrees to comply with the Merchant Application and the Card Services Terms & Conditions as may be modified or
amended in the future. If you disagree with any Card Services Terms & Conditions, do not accept service.
IF MERCHANT SUBMITS A TRANSACTION TO GLOBAL DIRECT HEREUNDER, MERCHANT WILL BE DEEMED TO HAVE ACCEPTED THE CARD SERVICES TERMS &
CONDITIONS.
By your signature below on behalf of Merchant, you certify that all information provided in this Merchant Application is true and accurate and you authorize Global Direct, and Global
Direct on Member's behalf, to initiate debit entries to Merchant's checking account(s) in accordance with the Card Services Terms and Conditions. In addition by your signature below
on behalf of Merchant you authorize Global Direct to order a consumer credit report on you, Merchant and each of Merchant's officers, partners, and/or owners, as well as subsequent
consumer credit reports, which may be required or used in conjunction with the maintenance, updating, renewal or extension of the services provided hereunder, or in conjunction with
reviewing, taking collection action on, or other legitimate purposes associated with the Merchant account.
Merchant's Signature - Owner/Officer Name 1: Name (printed): Title: Date:
Merchant's Signature - Owner/Officer Name 2: Name (printed): Title: Date:
Merchant's Signature - Owner/Officer Name 3: Name (printed): Title: Date:
Merchant's Signature - Owner/Officer Name 4: Name (printed): Title: Date:
Signing for Global Payments Direct, Inc.: Name (printed): Title: Date:
Signing for Member: Name (printed): Name of Member (printed): Date:
Merchant’s Electronic Signature Details:
Logged In User:
IP Address:
Date and Time:
Cardholder Data Storage Compliance & Service Provider
5
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
4
4
Carlos Fandino Administrator
Item 11 Page 7 of 43
CARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIES
PLEASE READ SECTION 17 (“DISPUTE RESOLUTION”) CAREFULLY AS IT RELATES TO ARBITRATION AND CLASS ACTIONS
1.GENERAL.
1.1.The "Card Services Agreement" consists of these Card Services Terms & Conditions and the Merchant Application and is made
by and among Merchant (or “you”), Global Payments Direct, Inc. ("Global Direct"), and Member (as defined below). The
provisions in the Card Services Agreement are applicable to Merchant and, by submitting Transactions hereunder, Merchant
agrees to be subject to the same. The member bank identified in the Merchant Application ("Member") is a member of Visa USA,
Inc. ("Visa") and Mastercard International, Inc. ("Mastercard"). Global Direct is a registered independent sales organization of
Visa, a member service provider of Mastercard, a registered Program Participant of American Express Travel Related Services
Company, Inc. (“American Express”), and a registered acquirer for Discover Financial Services LLC (“Discover”). Any
references to the Debit Sponsor shall refer to the debit sponsor identified below.
1.2.Merchant and Global Direct agree that the rights and obligations contained in these Card Services Terms and Conditions do not
apply to the Member with respect to American Express, Discover and PayPal transactions and Switched Transactions (as
defined below). To the extent Merchant accepts Discover cards, the provisions in this Agreement with respect to Discover apply if
Merchant does not have a separate agreement with Discover. In such case, Merchant will also be enabled to accept JCB, China
UnionPay, Diner's Club and, for card present transactions, PayPal cards under the Discover network and such transactions will
be processed at the same fee rate as Merchant's Discover transactions are processed. To the extent Merchant accepts Discover
cards and has a separate agreement with Discover, Discover and PayPal card transactions shall be processed as Switched
Transactions (as defined below). To the extent Merchant accepts American Express cards, the provisions in this Agreement with
respect to American Express apply if Merchant does not have a separate agreement with American Express.
1.3.Under the terms of the Card Services Agreement, Merchant will be furnished with the services and products, including any
software, described herein and in the Merchant Application and selected by Merchant therein (collectively and individually, as
applicable, the "Services"). Merchant agrees to be bound by the Card Services Agreement, including the terms of the Merchant
Application and these Card Services Terms & Conditions as may be modified or amended in the future pursuant to its and/or their
terms.Upon the earlier of a Merchant’s submission of a transaction to Global Direct or signing the Merchant
Application, Merchant shall be deemed to have accepted the Card Services Agreement, including the Terms and
Conditions herein.
1.4.Except as expressly stated in the first three paragraphs of section 13, all terms and conditions of this Card Services Agreement
shall survive termination to the extent necessary to protect Global Direct and Member’s rights herein.
2.SERVICE DESCRIPTIONS.
2.1.Credit Card Processing Services: Global Direct's credit card processing services consist of authorization and electronic draft
capture of credit card transactions; outclearing of such transactions to the appropriate card associations and/or issuers (e.g.,
Visa, Mastercard, American Express, Diners, Discover); settlement; certain dispute resolution with cardholders' banks; and
transaction-related reporting, statements and products. From time to time under this Card Services Agreement, upon Merchant's
request, Global Direct may facilitate the transmission of certain payment card transactions ("Switched Transactions") to the
respective card issuers, including but not limited to American Express®, Diners Club® and various fleet, private label and
commercial cards. Switched Transactions require Global Direct's prior written approval and are subject to applicable pricing;
Global Direct does not purchase the indebtedness associated with Switched Transactions.
2.2.EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer ("EBT") networks
for the processing of cash payments or credits to or for the benefit of benefit recipients ("Recipients"). Global Direct will provide
settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the
issuance of the United States Department of Agriculture, Food and Nutrition Services ("FNS") food stamp benefits ("FS
Benefits") and/or government delivered cash assistance benefits ("Cash Benefits," with FS Benefits, "Benefits") to Recipients
through the use of a state-issued card ("EBT Card").
2.3.Provisions regarding debit card services are set forth in section 31 below.
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
6
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Item 11 Page 8 of 43
2.4.Provisions regarding Decline Minimizer Services are set forth in section 33 below.
2.5.Provisions regarding CallPop OpenEdge Services are set forth in section 34 below.
2.6.With respect to Visa and Mastercard products, Merchant may elect to accept credit cards or debit/prepaid cards or both.
Merchant shall so elect on the Merchant Application being completed contemporaneously herewith. Merchant agrees to pay and
Merchant's account(s) will be charged pursuant to section 5 of this Card Services Agreement for any additional fees incurred as
a result of Merchant's subsequent acceptance of transactions with any Visa or Mastercard product that it has elected not to
accept.
3.PROCEDURES.
3.1.Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Merchant hereunder to
charge purchases or leases of goods and services and the debt resulting therefrom shall be purchased hereunder, provided that
the transaction complies with the terms of this Card Services Agreement. All indebtedness submitted by Merchant for purchase
will be evidenced by an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise out of a
transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is incorporated
into and made part of this Card Services Agreement,https://www.globalpaymentsinc.com/en-us/cardacceptanceguide and to
be bound by the operating regulations, requirements, and rules of Visa, Mastercard, American Express, Discover, PayPal and
any other card association or network organization covered by this Card Services Agreement, as any of the above referenced
documents may be modified and amended from time to time (collectively, the “Card Association Rules”). Without limiting the
generality of the foregoing, Merchant agrees to comply with and be bound by, and to cause any third party who provides
Merchant with services related to payment processing or facilitates Merchant's ability to accept credit and debit cards and who is
not a party to this Card Services Agreement to comply with and be bound by, the rules and regulations of Visa, Mastercard,
American Express, Discover, PayPal and any other card association or network organization related to cardholder and
transaction information security, including without limitation, all rules and regulations imposed by the Payment Card Industry
(PCI) Security Standards Council (including without limitation the PCI Data Security Standard), Visa's Cardholder Information
Security Program, Mastercard's Site Data Protection Program, and Payment Application Best Practices, which, as may be
modified and amended from time to time, will constitute Card Association Rules as used herein. Merchant also agrees to
cooperate at its sole expense with any request for an audit or investigation by Global Direct, Member, a card association or
network organization in connection with cardholder and transaction information security.
3.2.Without limiting the generality of the foregoing, Merchant agrees that it will use information obtained from a cardholder in
connection with a card transaction solely for the purpose of processing a transaction with that cardholder or attempting to
re-present a chargeback with respect to such transaction consistent with the Card Association Rules. Merchant will indemnify
and hold Global Direct and Member harmless from any liability assessments (sometimes referred to as “fines” and “penalties”)
issued by Visa, Mastercard, American Express, Discover, PayPal or any card association or network organization and any other
fees and costs arising out of or relating to the processing of transactions by Global Direct and Member at Merchant’s location(s)
and will reimburse Global Direct for any losses incurred by Global Direct with respect to any such liability assessments, fees and
costs.
3.3.Without limiting the generality of any other provision of this Card Services Agreement, Merchant also agrees that it will comply
with all applicable federal, state, and local laws, rules, ordinances, and regulations (collectively, “Applicable Laws”), including
those related to both (a) the truncation or masking of cardholder numbers and expiration dates on transaction receipts from
transactions processed at Merchant's location(s), including without limitation the Fair and Accurate Credit Transactions Act and
applicable state laws ("Truncation Laws") and (b) the collection of personal information from a cardholder in connection with a
card transaction, including all applicable state laws ("Laws on Collection of Personal Information"). As between Merchant, on
the one hand, and Global Direct and Member, on the other hand, Merchant shall be solely responsible for complying with all such
laws, rules, ordinances, and regulations, including the Truncation Laws and Laws on Collection of Personal Information and will,
to the maximum extent not prohibited under applicable law, indemnify and hold Global Direct and Member harmless from any
claim, loss or damage resulting from a violation of the same as a result of transactions processed at Merchant's location(s).
3.4.Global Direct may, from time to time, issue written directions (via mail or Internet) regarding procedures to follow and forms to
use to carry out this Card Services Agreement. These directions and the terms of the forms are binding as soon as they are
issued and shall form part of these Card Services Terms & Conditions. Such operating regulations and rules may be reviewed
upon appointment at Global Direct's designated premises and Merchant acknowledges that it has had the opportunity to request
a review and/or review such operating regulations and rules in connection with its execution of this Card Services Agreement.
4.MARKETING.Merchant shall adequately display the card issuer service marks and promotional materials supplied by Global Direct.
Merchant shall cease to use or display such service marks immediately upon notice from Global Direct or upon termination of this Card
Services Agreement. Merchant agrees that all such displays and cessation of such displays shall be in accordance with the Card
Association Rules.
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
7
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Item 11 Page 9 of 43
5.PAYMENT, CHARGES AND FEES.Fees and charges payable by Merchant for all products, services and applications, whether provided
by Global Direct, a third party through Global Direct, or directly by a third party with Global Direct collecting monies with respect thereto
(e.g., a POS Vendor Fee), shall be as set forth in the Merchant Application (exclusive of taxes, duties and shipping and handling charges)
and in Section 39 of these Card Services Terms & Conditions. With respect to POS Vendor Fees, Global Direct does not control and is not
responsible for the POS Vendor Fees charged to Merchant, and the pricing for any such fees depends on Merchant’s agreement with such
third party. Merchant shall at all times maintain one or more commercial checking accounts (the “Accounts”) with Member or with another
financial institution of Merchant’s choice acceptable to Member and Global Direct that belongs to the Automated Clearing House (“ACH”)
network and which can accept ACH transactions. Merchant will be provisionally credited for indebtedness purchased under this Card
Services Agreement by credit to Merchant's Account(s). Merchant's Account(s) will be provisionally credited for the gross amount of the
indebtedness deposited less the amount of any credit vouchers deposited, minus any applicable discount, fees, product service costs,
chargebacks, and other fees and charges. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not
processed in accordance with the terms of this Card Services Agreement or the Card Association Rules. Availability of any such funds
shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant's
Account(s) on a daily basis. Merchant agrees to pay and Merchant's Account(s) will be charged for the discount, fees, product service
costs, chargebacks, and other fees and charges described in this Card Services Agreement. Merchant also agrees to pay and Merchant's
Account(s) will be debited for all fees, arbitration fees, liability assessments, or any other amounts charged or assessed by third parties, the
card associations or network organizations on account of or related to Merchant's processing hereunder, including without limitation with
regards to any third party who provides Merchant with services related to payment processing or facilitates Merchant's ability to accept
credit and debit cards and who is not a party to this Card Services Agreement. If any type of overpayment to Merchant or other error
occurs, Merchant's Account(s) may be debited or credited, without notice, and if Merchant's Account(s) do not contain sufficient funds,
Merchant agrees to remit the amount owed directly to Global Direct. Merchant agrees not to, directly or indirectly, prevent, block or
otherwise preclude any debit by Global Direct or Member to Merchant's Account which is permitted hereunder. Merchant represents and
warrants that no one other than Merchant has any claim against such indebtedness except as authorized in writing by Member and Global
Direct. Merchant hereby assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted
hereunder, agrees that Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder, and
further agrees that Merchant shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account (as
defined below).
6.EQUIPMENT AND SUPPLIES/THIRD PARTY SERVICES.
6.1.Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any advertising material; leased
equipment including imprinters, authorization terminals, card reader hardware or printers; software; credit card authenticators;
unused forms (online or paper); all hardware and software related to the CallPop OpenEdge Services (as defined below); and
Merchant deposit plastic cards provided by Global Direct in connection with this Card Services Agreement. Merchant will protect
all such items from loss, theft, damage or any legal encumbrance and will allow Global Direct and its designated representatives
reasonable access to Merchant's premises for their repair, removal, modification, installation and relocation. Merchant
acknowledges that any equipment or software provided under this Card Services Agreement is embedded with proprietary
technology ("Software"). Merchant shall not obtain title, copyrights or any other proprietary right to any Software. At all time,
Global Direct or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions.
Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer,
decompile, disassemble, tamper with, or create any derivative work based on such Software, or transmit any data that contains
software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, or any other malicious or unauthorized code.
Merchant's use of such Software shall be limited to that expressly authorized by Global Direct. Global Direct's suppliers are
intended third party beneficiaries of this Card Services Agreement to the extent of any terms herein pertaining to such suppliers'
ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant.
6.2.The operating instructions or user guides will instruct Merchant in the proper use of the terminals, other hardware or payment
application(s), and Merchant shall use and operate the terminals, other hardware or payment application(s) only in such manner.
If Merchant has purchased the relevant maintenance/help desk service hereunder, Merchant will promptly notify Global Direct of
any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or software or need for repair or
maintenance, whereupon Global Direct will make the necessary arrangements to obtain required maintenance or replacement
software or hardware. Merchant is responsible for shipping costs. Merchant shall cooperate with Global Direct in its attempt to
diagnose any problem with the terminal, other hardware or payment application(s). In the event the Merchant's terminal requires
additional Software, Merchant is obligated to cooperate and participate in a dial in down line load procedure. With respect to any
item of equipment leased to Merchant by Global Direct, Merchant will not be liable for normal wear and tear, provided, however,
that Merchant will be liable to Global Direct in the event that any leased item of equipment is lost, destroyed, stolen or rendered
inoperative. To the extent not prohibited under applicable law, Merchant will indemnify Global Direct against any loss arising out
of damage to or destruction of any item of equipment or software provided hereunder for any cause whatsoever. Merchant also
agrees, to the extent not prohibited under applicable law, to hold harmless and indemnify Global Direct for any costs, expenses,
and judgments Global Direct may suffer, including reasonable attorney's fees, as a result of Merchant's use of the equipment or
software provided hereunder. Any unused equipment in its original packaging purchased from Global Direct hereunder may be
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returned to Global Direct at Merchant's expense within 60 days of receipt. Merchant shall receive a refund of any money paid in
connection therewith subject to a re-stocking fee of an amount equal to 20 percent of the total purchase price for the returned
equipment. No refunds shall be issued for any equipment returned after 60 days.
6.3.Merchant acknowledges that some of the services and applications to be provided by Global Direct and Member hereunder may
be provided by third parties. Merchant agrees that except for its right to utilize such services in connection with this Card
Services Agreement, it acquires no right, title or interest in any such services. Merchant further agrees that it has no contractual
relationship with any third party providing services under this Card Services Agreement and that Merchant is not a third party
beneficiary of any agreement between Global Direct or Member, as applicable, and such third party. Merchant may not resell the
services of any third party providing services under this Card Services Agreement to any other party.
6.4.Merchant acknowledges that it may directly obtain software platform services from a third party that facilitate or integrate Global
Direct’s Services as set forth in section 2. Global Direct does not control and is not responsible for such software platform
services or any fees (and their occurrence) charged by such third party to Merchant related to such software platform services.
The pricing for Merchant’s use of any third-party platform services and any associated fees depends on Merchant’s agreement
with such third party. Merchant authorizes Global Direct to collect all monies related to Merchant’s use of such third-party
software (i.e., the POS Vendor Fee) on behalf of such third party as set forth in the Merchant Application and Merchant’s
agreement with such third party. Global Direct is not responsible for the acts or omissions of any third party and shall have no
responsibility for or liability in connection with any software platform services Merchant receives from a third party, even if Global
Direct collects monies with respect to such software or services. Global Direct makes no representation or warranty with respect
to such third party’s software platform services or such third party’s access to or ability to integrate with the products, services,
and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation
to advise Merchant of such termination.
7.FINANCIAL INFORMATION.Merchant agrees to furnish Global Direct and Member such financial statements and information concerning
Merchant as Global Direct or Member may from time to time request. Global Direct and Member, or their duly authorized representatives,
may examine the books and records of Merchant, including records of all indebtedness previously purchased or presented for purchase.
Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global Direct for a period of two years
from submission, or such longer period of time as may be required by the Card Association Rules, by law, or by Global Direct as
specifically requested in writing in individual cases.
8.CHANGE IN BUSINESS.Merchant agrees to provide Global Direct and Member 60 days prior written notice of its (a) transfer or sale of
any substantial part (ten percent or more) of its total stock, assets and/or to liquidate; or (b) change to the basic nature of its business, or
(c) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based
transactions, conversion of all or part of the business to mail order sales, telephone order sales, Internet-based sales or to other sales
where the card is not present and swiped through Merchant's terminal or other card reader. Upon the occurrence of any such event, the
terms of this Card Services Agreement may be modified by Member and/or Global Direct to address issues arising therefrom, including but
not limited to requirements of applicable Card Association Rules and/or the fees associated with such transactions.
9.TRANSFERABILITY.This Card Services Agreement is not transferable by Merchant without the written consent of Global Direct and
Member. Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant
agrees that the rights and obligations of Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant
agrees that the rights and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant
acknowledges that the transferable rights of Global Direct and Member hereunder shall include, but shall not be limited to, the authority
and right to debit the Merchant's Account(s) as described herein.
10.WARRANTIES AND REPRESENTATIONS.
10.1.Merchant warrants and represents to Global Direct and Member, both at the time of execution and the presentation of any
transaction hereunder: (a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by
Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the cardholder, free
from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of
indebtedness will accurately describe the goods and services which have been sold and delivered to the cardholder or in
accordance with the cardholder’s instructions; (c) that Merchant will comply fully with all Applicable Laws, including those
applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any
customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized
by cardholder and not forged or unauthorized; (f) that Merchant has taken all reasonable steps to verify the identity of the
cardholder and the genuineness of the card and the transaction; (g) that the sales transaction shall have been consummated and
the sales slip prepared in full compliance with the provisions of the Card Association Rules; (h) provided that Merchant has not
indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the
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sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically
present at the Merchant's location and swiped through Merchant's terminal, unless Merchant is specifically authorized in writing
by Global Direct to submit such sales slips for purchase, (i) to the extent Merchant has indicated on the Merchant Application that
it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global
Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise
permitted by the card associations or network organizations, (j) that sales transactions submitted hereunder for purchase
representing sales to any principal, partner, affiliate, or proprietor of Merchant shall not constitute an unreasonable portion of
Merchant’s transactions relative to the Merchant’s legitimate business requirements, (k) that, without limiting the generality of the
foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto,
will comply with the Card Association Rules, and that all of the information contained in this Card Services Agreement (including
the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached,
the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant.
Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant's goods
or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents
an unreasonable sales transaction to any principal, partner, or proprietor, of Merchant, such sales transaction may be refused or
charged back.
10.2.Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other
third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant's agent for the
delivery of card transactions to Global Direct via the applicable card-processing network. Global Direct and Member shall have
no responsibility for or liability in connection with any hardware, software or services Merchant receives from a third party agent,
even if Global Direct collects monies with respect to such hardware, software or services. Neither Global Direct nor Member
makes any representation or warranty with respect to such agent’s access to or ability to integrate with the products, services,
and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation
to advise Merchant of such termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to
comply with the Card Association Rules, including without limitation any violation, which results in a chargeback to the Merchant.
Global Direct and Member have no responsibility for any card transactions until it receives data for the card transaction in the
format required by Global Direct. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of
the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the
card-processing network from the agent.
10.3.Neither Member, nor Global Direct, nor any Supplier makes any representations or warranties, express or implied,
including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any
terminal, any equipment, software or services leased, sold, or otherwise furnished hereunder.
11.INDEMNITY.Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale,
regardless of whether such claim or complaint is brought by the cardholder, Global Direct, or another party. To the extent not prohibited
under applicable law, Merchant agrees to indemnify defend and hold Global Direct, Member and their respective parent companies,
subsidiaries and affiliates (including, without limitation, the respective officers, directors, employees, attorneys, shareholders,
representatives and agents of all of the foregoing) harmless from and against any and all liabilities, judgments, arbitration awards,
settlements, actions, suits, claims, demands, losses, damages, costs (including, but not limited to, court costs and out of pocket costs and
expenses), expenses of any and every type, litigation expenses, and attorneys’ fees, including, but not limited to, attorneys’ fees incurred
in any and every type of suit, proceeding, or action, including but not limited to, bankruptcy proceedings, in connection with, by virtue of, or
arising from, either directly or indirectly: (a) any card transaction that does not conform to the requirements of this Card Services
Agreement, the Card Association Rules or Applicable Laws; (b) any card transaction or any act or omission of Merchant; (c) Merchant’s
breach or default or an alleged breach or default of or under any term, covenant, condition, representation, warranty, obligation,
undertaking, promise or agreement contained in this Card Services Agreement or in any agreement (whether oral or written) with any
cardholder, any agreement with any card association, or in any other agreement with Member or Global Direct, any breach or threatened
breach by Merchant of the Card Association Rules or any violation by Merchant of Applicable Laws ; (d) the rescission, cancellation or
avoidance of any card transaction, by operation of law, adjudication or otherwise; (e) any claim, counterclaim, complaint, dispute or
defense, including, without limitation claims brought by Merchant with respect to this Card Services Agreement or a card transaction on
which Merchant is not the prevailing party; (f) damages, including, without limitation, those for death or injury caused by the good or service
purchased with the card; (g) for all web based, Internet or electronic commerce transactions including Merchant's insecure transmission of
card transaction data and/or storage of cardholder information or (h) any compromise of card information or cardholder information
resulting from, or for which any network organization or card association determines resulted from, Merchant’s failure to abide by
applicable security standards, including those found in the Card Association Rules. For purposes of this Agreement, including the
foregoing indemnities to the extent not prohibited under applicable law, Merchant is responsible and liable for the acts and omissions of its
employees, agents and representatives (whether or not acting within the scope of their duties).
12.LIMITATION OF LIABILITY.
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12.1.Neither Member nor Global Direct nor any independent sales organization referring or providing services to Merchant
(“ISO”) shall be liable for failure to provide the Services or delay in providing the Services including processing delays
or other non-performance if such failure is due to any cause or condition beyond such Party’s reasonable control. Such
causes or conditions shall include, but shall not be limited to, acts of God or the public enemy, acts of the government
in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, riots, war,
shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures,
electrical power failures, telecommunications failures, equipment failures, unavoidable delays, the errors or failures of
third party systems, non-performance of vendors, suppliers, processors or transmitters of information, or other similar
causes beyond such party’s control.
12.2.To the maximum extent not prohibited by law, the liability of Global Direct, ISO, and Member for any loss arising out of
or relating in any way to this Card Services Agreement, including but not limited to damages arising out of any
malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the
equipment or the failure of the equipment to operate, the unavailability or malfunction of the Services, personal injury
or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not
to exceed the lesser of (a) three months’ average charge paid by Merchant hereunder (exclusive of interchange fees,
assessments, and any other fees or costs that are imposed by a third party in connection with Merchant’s payment
processing) for the Services during the previous 12 months or such lesser number of months as shall have elapsed
subsequent to the Effective Date of this Card Services Agreement, and (b) $50,000. This shall be the extent of Global
Direct’s, ISO’s, and Member’s liability arising out of or relating in any way to this Card Services Agreement, including
alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable
action may be brought against Global Direct, ISO, or Member, whether contract, tort, or otherwise, and the foregoing
shall constitute Merchant’s exclusive remedy.
12.3.Under no circumstances shall Global Direct, ISO, or Member by liable for special, consequential, punitive or exemplary
damages, including lost profits, revenues and business opportunities, arising out of or relating in any way to this Card
Services Agreement, even if Global Direct, ISO, or Member has been advised of the possibility of such damages. Under
no circumstances shall Global Direct, ISO, or Member be liable for any settlement amounts pertaining to Switched
Transactions; Merchant’s recourse therefore shall be to the applicable card issuer. Member shall not be responsible or
liable to Merchant for any action taken by Member (or the results thereof) that is authorized by this Agreement.
12.4.It is agreed that in no event will Global Direct, ISO, or Member be liable for any claim, loss, billing error, imposition of
any allegedly improper fee(s), damage or expense arising out of or relating in any way to this Card Services Agreement
which is not reported in writing to Global Direct by Merchant within 60 days of such failure to perform, or, in the event of
a billing error or the imposition of any allegedly improper fee(s), within 90 days of the date of the invoice or applicable
statement. Merchant expressly waives any such claim that is not brought within the time periods stated herein.
12.5.Global Direct agrees to maintain commercially reasonable levels of insurance coverage during the term of the Card
Services Agreement consistent with the scope and nature of its business and applicable industry best practices. Upon
reasonable request, Global Direct shall deliver a certificate of insurance reflecting its then-current policy coverage and
carriers.
13.TERM AND TERMINATION.
13.1.This Card Services Agreement shall remain in full force and effect for an initial term of one year from the Effective Date (the
“Initial Term”); provided, however, that if Merchant is receiving these Terms and Conditions as an amendment to an existing
Card Services Agreement, the amendment shall not affect the then-existing term. The Card Services Agreement will
automatically renew for additional one-year periods (“Renewal Term” or “Renewal Terms”, and together with the Initial Term, the
“Term”) unless Merchant gives 30 days’ advance written notice of termination prior to the end of the then-current term. This Card
Services Agreement is expressly made subject to the limitations of the Merchant’s state constitution. Nothing herein shall
constitute, nor be deemed to constitute, the creation of a debt or multiyear fiscal obligation or an obligation of future
appropriations by Merchant, contrary to the any constitutional, statutory or charter debt limitation. Notwithstanding any other
provision of this Card Services Agreement, with respect to any financial obligation of Merchant which may arise under this Card
Services Agreement in any fiscal year, if the budget or other means of appropriations for any such year fails to provide funds in
sufficient amounts to discharge such obligation, such failure shall not constitute a default or breach of this Card Services
Agreement, including any sub-agreement, attachment, schedule, or exhibit thereto, by the Merchant.
13.2.Notwithstanding the foregoing, Global Direct or Member may terminate or suspend performance of this Card Services Agreement
or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement
at any time without notice upon Merchant's default in performing under any provision of this Card Services Agreement; upon an
unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity
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where the card is not physically present and swiped through the Merchant's terminal or other card reader; upon any failure to
follow the Card Acceptance Guide or any Card Association Rules, upon any misrepresentation by Merchant; upon
commencement of bankruptcy or insolvency proceedings by or against the Merchant; upon a material change in the Merchant's
average ticket or volume as stated in the Merchant Application; where the rules or regulations of any card association require
that Member and/or Global Direct terminate and/or suspend this Card Services Agreement; or in the event Global Direct or
Member reasonably deems itself insecure (including, without limitation, credit, operational, reputational, financial, technological,
security and/or fraud risk or exposure) in continuing this Card Services Agreement.
13.3.In addition, a termination by Global Direct shall serve as a termination of the entire Card Services Agreement, including with
regard to any ACH Transaction Services provided hereunder. In the event that Global Direct and Member breach the terms and
conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate
this Card Services Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach
shall make this Card Services Agreement terminable, at the option of the Merchant, at the end of such 30-day period unless
notification is withdrawn.
13.4.Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after
the effective date of termination will be returned to Merchant and will not be credited (or debited) to Merchant's Account(s). If the
deposit has already been posted to Merchant's Account(s), said posting will be reversed and the deposit returned to Merchant.
Termination of this Card Services Agreement shall not affect Merchant's obligations which have accrued prior to termination or
which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks or liability
assessments imposed, received, or processed after termination. In the event of termination, all equipment leased from, and
software provided by, Global Direct including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance
Guides; and operating instructions must be returned immediately to Global Direct at Merchant's expense.
14.RETURNED ITEMS/CHARGEBACKS.If a cardholder disputes any transaction, if a transaction is charged back for any reason by a
cardholder or the card issuing institution, or if Global Direct or Member has any reason to believe an indebtedness previously purchased is
questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any
payment due to Merchant or may be charged against any of Merchant's Accounts or the Reserve Account (as defined below). Merchant
acknowledges and agrees that it is bound by the Card Association Rules with respect to any chargeback. Merchant further acknowledges
that it is solely responsible for providing Global Direct and Member with any available information to re-present a chargeback and that,
regardless of any information it provides or does not provide Global Direct and Member in connection with a chargeback, or any other
reason, Merchant shall be solely responsible for the liability related to such chargeback. If any such amount is uncollectible through
withholding from any payments due hereunder or through charging Merchant's accounts or the Reserve Account, Merchant shall, upon
demand by Global Direct, pay Global Direct the full amount of the chargeback. Merchant understands that obtaining an authorization for
any sale shall not constitute a guarantee of payment, and such sales slips can be returned or charged back to Merchant like any other item
hereunder.
15.RESERVE ACCOUNT; HOLDBACK RIGHTS.
15.1.At any time, Global Direct and Member may, at their option, establish a reserve account to secure the performance of Merchant's
obligations under this Card Services Agreement to such party ("Reserve Account").The Reserve Account may be funded, at
Global Direct's sole discretion, through any or all of the following: (a) direct payment by Merchant—at the request of Global Direct
or Member, Merchant will deposit funds in the Reserve Account; or (b) the proceeds of indebtedness presented for purchase.
Merchant hereby grants Member a security interest in all accounts referenced in section 5 or any other accounts, including
certificates of deposits, maintained by Merchant with any designated depository or other financial institution and authorizes
Global Direct (to the extent authorized by Member) or Member to make such withdrawals at such times and in such amounts as it
may deem necessary hereunder. Merchant hereby instruct said financial institutions to honor any requests made by Global Direct
and Member under the terms of this provision. To the extent not prohibited under applicable law, Merchant will hold harmless the
financial institutions and indemnify them for any claims or losses they may suffer as a result of honoring withdrawal requests from
Global Direct and Member.
15.2.Merchant hereby agrees that Global Direct and Member may deduct from this Reserve Account any amount owed to such party
in accordance with this Card Services Agreement. Any funds in the Reserve Account may be held until the later of (a) the
expiration of any potentially applicable chargeback rights in respect of purchased indebtedness under the Card Association
Rules or (b) the period necessary to secure the performance of Merchant's obligations under this Card Services Agreement,
which holding period may extend beyond termination of this Card Services Agreement. Merchant shall have no ownership
interest or property rights in the Reserve Account or the funds therein, will not receive any interest on funds being held in a
Reserve Account, and has no right to access the funds being held in the Reserve Account or otherwise transfer, pledge or use
these funds for its own purposes. Without limiting the generality of the foregoing, upon termination of this Card Services
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Agreement, Global Direct and Member may maintain the sum of at least five percent of gross sales for the 90-day period prior to
termination to be held in a Reserve Account in accordance with the terms of this Card Services Agreement. Global Direct may, at
its discretion upon termination of this Card Services Agreement, require that the Merchant maintain more than five percent of
gross sales for the 90-day period prior to termination in a Reserve Account.
15.3.In addition to any of the other rights granted to Global Direct and Member hereunder, in the event that Global Direct and/or
Member, at any time during the term of this Card Services Agreement, determine in its or their commercially reasonable
discretion that it may be prudent or necessary to do so as a result of any unusual, suspicious, or risk-exposing activity (including,
without limitation, money laundering, invalid sales transactions, counterfeit transactions, altered or duplicate transactions, activity
related to a suspected data compromise event or other breach of security standards, or excessive chargebacks), then Member or
Global Direct on behalf of Member may, without notice, hold funds otherwise payable to Merchant for such period as Global
Direct and/or Member, in its or their commercially reasonable discretion, deem necessary, to provide security against liability for
such activity, plus other costs or liabilities reasonably anticipated to be due to Global Direct and/or Member related to the same.
To the extent (i) the investigation conducted by Global Direct and/or Member with respect to the unusual, suspicious, or
risk-exposing activity determines that such activity is reasonably likely to result in amounts being due from you to Global Direct
and/or Member, and
(ii) Global Direct and/or Member require the establishment, replenishment, or increase of a Reserve Account in connection
therewith, then the funds held may be used to fund such Reserve Account.
16.DEFAULT/SECURITY INTEREST.
16.1.Upon failure by Merchant to meet any of its obligations under this Card Services Agreement (including funding the Reserve
Account), any of the accounts referred to in section 5 may be debited without notice to Merchant, and Merchant (on behalf of
itself and its affiliated entities) hereby grants to Member, Global Direct a lien and security interest in all of Merchant’s right, title
and interest in or to any of the following assets or properties, if any: (a) all of the accounts referenced in the preceding sentence,
(b) the Reserve Account (without in any way suggesting that Merchant has ownership interest or property rights in the Reserve
Account or the funds therein), (c) any rights to receive credits or payments under this Card Services Agreement and (d) all
deposits and other property of Merchant that Member or its affiliates possess or maintain (including all proceeds of the
foregoing). Merchant shall execute, acknowledge or deliver any documents or take any actions Member, Global Direct may from
time to time request to better assure, preserve, protect, perfect, maintain or enforce this security interest. To the extent not
prohibited by law, Merchant irrevocably authorizes Member, Global Direct to file any financing statements (at Merchant’s
expense) in any relevant jurisdiction or any other documents or instruments related to this security interest. Except as provided in
section 15 (relating to the Reserve Account), Merchant represents and warrants that (a) Merchant has good and valid rights and
title to the property described herein, (b) Merchant has full power and authority to grant to Member the security interest pursuant
hereto and to execute, deliver and perform its obligations in accordance with the terms of this Card Services Agreement, without
the consent or approval of any other person or entity, (c) no other person or entity has a security interest or lien in any of the
property described herein and (d) this security interest is a first lien security interest and secures Merchant’s obligations to
Member under this Card Services Agreement. Member shall have all rights of a secured party and Merchant must obtain the
prior written consent of Member before granting any subsequent security interest or lien in the property described herein.
Merchant agrees that it is Merchant’s intent that these accounts and secured property shall to the extent allowed by applicable
law not be subject to any preference, claim, or stay by reason of any bankruptcy or insolvency law. Merchant agrees to act
consistently with the understanding that said accounts and secured property under this Card Services Agreement are free of all
such preferences, claims or stays by reason of and as allowed by any such law. The scope of the security interest, and
Merchant's (on behalf of itself and its affiliated entities) instructions to its financial institutions to accept withdrawal requests from
Global Direct, Member, and Merchant's agreement to hold such institutions harmless and to indemnify them, to the extent not
prohibited under applicable law, are described above in section 15.
16.2.Merchant also agrees that, in the event of a default by Merchant, Member has rights of setoff and recoupment and may apply
any of Merchant's balances or any other monies due Merchant from Member towards the payment of amounts due from
Merchant under the terms of this Card Services Agreement. The rights stated herein are in addition to any other rights Global
Direct or Member may have under applicable law.
17.DISPUTE RESOLUTION AND CLASS ACTION WAIVER
17.1.Any litigated action regarding, relating to or involving the validity, scope and/or enforceability of this Card Services Agreement,
shall be brought in either the courts of the state of Georgia sitting in Muscogee County or the United States District Court for the
Middle District of Georgia, and Merchant and Global Direct expressly agree to the exclusive jurisdiction of such courts. Merchant
and Global Direct hereby agree and consent to the personal jurisdiction and venue of such courts, and expressly waive any
objection that Merchant or Global Direct might otherwise have to personal jurisdiction or venue in such courts.
17.2.Class Action Waiver:Merchant acknowledges and agrees that all disputes arising out of or related to this Card Services
Agreement shall be resolved on an individual basis without resort to any form of class action and shall not be
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consolidated with the claims of any other parties. Merchant further agrees to waive, and hereby waives, the right to
participate in a class action or to litigate or arbitrate on a class wide basis.
17.3.Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in
the American Express Merchant Requirements Guide (the “American Express Guide”).
18.AMENDMENTS.Global Direct shall have the right to modify or amend the terms and conditions of this Card Services Agreement or the
Card Acceptance Guide, including, without limitation, the right to modify, amend, or supplement applicable fees, charges, and/or discounts.
Modifications and amendments related to changes to the Card Association Rules, changes to the fees charged by the card associations,
Member, or other third parties, or in response to changes in applicable laws or regulations (collectively, a “Third Party Change”) may be
made effective immediately, with or without notice. Modifications or amendments unrelated to a Third Party Change shall be effective upon
the date specified in a notice to the Merchant (the “Change Notice”), provided that the date shall not be fewer than five business days
after the date of such Change Notice. Following the Effective Date, in the event of any modification or amendment not related to a Third
Party Change, Merchant shall have the right to terminate this Card Services Agreement, without liability for premature termination pursuant
to section 13, by providing written notice thereof to Global Direct, provided that such notice must be given within five business days
following the date of the Change Notice. If Merchant provides written objection to such changes or amendments, Merchant shall have 15
calendar days from receipt of such changes or amendments to provide written notice to Global Direct of its desire to terminate this Card
Services Agreement. Following receipt of such written notice, the amendments communicated by Global Direct or Member shall not take
effect, and the Card Services Agreement shall continue under the prior terms for a period of up to 30 days. At the end of such 30-day
period, this Card Services Agreement shall terminate and Merchant's ability to utilize the Services will cease. Other than the amendments
set forth above, this Card Services Agreement may be amended only in writing signed by Global Direct, Member, and Merchant.
19.WAIVER.No provision of this Card Services Agreement shall be deemed waived by any party unless such waiver is in writing and signed
by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any
right, power or privilege under this Card Services Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, power or privilege under this Card Services Agreement preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege.
20.EXCHANGE OF INFORMATION.Merchant authorizes Global Direct to order a credit report on Merchant. Merchant hereby authorizes
Member or any depository institution to release any financial information concerning Merchant or its accounts to Global Direct. Subsequent
credit reports may be ordered in connection with updating, renewing or continuing this Card Services Agreement. Upon the written request
of any individual who is the subject of a consumer credit report, Global Direct will provide the name and address of the consumer credit
reporting agency furnishing such report, if any. Global Direct may exchange information about Merchant with Member, other financial
institutions and credit card associations, network organizations and any other party. Merchant hereby authorizes Global Direct to disclose
information concerning Merchant's activity to any card association, network organizations, or any of their member financial institutions, or
any other party without any liability whatsoever to Merchant.
21.SEVERABILITY; CONSTRUCTION.If any provision of this Card Services Agreement or portion thereof is held to be unenforceable, such
a determination will not affect the remainder of this Card Services Agreement. Paragraph headings are included for convenience only and
are not to be used in interpreting this Card Services Agreement.
22.NOTICES.All notices from Merchant to Global Direct or Member under this Card Services Agreement shall be in writing and shall be sent
by facsimile, by overnight carrier, or by regular or certified mail. All notices sent to Global Direct or Member shall be effective upon actual
receipt by the Corporate Secretary of Global Payments Direct, Inc., 3550 Lenox Road NE, Suite 3000, Atlanta GA 30326. Any notices from
Global Direct or Member to Merchant under this Card Services Agreement shall be effective upon the earlier of actual receipt or upon
sending such notice to the address provided by Merchant in the Merchant Application or to any other e-mail or physical address to which
notices, statements and/or other communications are sent to the Merchant hereunder or via electronic posting or notification accessible to
Merchant on Global Direct’s Merchant Portal (https://reporting.globalpay.com/login) or any successor online reporting tool. The parties
hereto may change the name and address of the person to whom notices or other documents required under this Card Services
Agreement must be sent at any time by giving notice to the other party.
23.MERGER.This Card Services Agreement, including these Card Services Terms & Conditions and the Merchant Application, constitutes
the entire agreement between Merchant, Global Direct, and Member and supersedes all prior memoranda or agreements relating thereto,
whether oral or in writing.
24.EFFECTIVE DATE.If Merchant is receiving these Terms and Conditions as an amendment to an existing Card Services Agreement, the
Terms and Conditions shall be effective upon receipt. Otherwise, this Card Services Agreement shall become effective only upon
acceptance by Global Direct and Member, or upon delivery of indebtedness at such locations as designated by Global Direct for purchase,
whichever event shall first occur. In either event, such date is referred to herein as the “Effective Date.”
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25.DESIGNATION OF DEPOSITORY.The financial institution set forth in the Merchant Application is designated by Merchant as a depository
institution ("Depository") for its credit card indebtedness. Such financial institution must be a member of an Automated Clearing House
Association. Merchant authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with
instructions to credit Merchant's Accounts. Depository, Member, and/or Global Direct may charge any of Merchant's Accounts at
Depository for any amount due under this Card Services Agreement. Global Direct must approve in writing any proposed changes to the
Account(s) or to the Depository. Merchant represents and warrants that: (a) the Account(s) will always be in the same legal and DBA (if
applicable) name as Merchant’s name on the Merchant Application; (b) Merchant will own and maintain control of the Account(s) and will
keep such Account(s) open at all times during the term and as long as any Reserve Account is in effect; and, (c) the Account(s) will not be
associated with any merchant processing activity that is illegal or prohibited by the Card Association Rules or Applicable Law,
including without limitation merchant processing activity associated with other accounts and/or processors. Merchant hereby authorizes
Depository to release any and all account information to Global Direct as Global Direct may request without any further authorization,
approval or notice from or to Merchant.
26.FINANCIAL ACCOMMODATION.The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in
the event Merchant becomes a debtor in bankruptcy, this Card Services Agreement cannot be assumed or enforced, and Global Direct and
Member shall be excused from performance hereunder.
27.AUTHORIZED USERS. To the extent Merchant is granted electronic access to any systems or portals of Global Direct, Merchant shall be
responsible for (i) ensuring that only authorized users of such systems or portals access the same; (ii) keeping all logins, user names, and
passwords confidential; and (iii) promptly notifying Global Direct of any unauthorized access of such logins, user names, or passwords; and
(iv) all actions taken by anyone using such access, logins, user names, or passwords, even if such actions were not authorized by
Merchant.
28.TAXES. Merchant shall be solely responsible for the calculation, collection, and remittance of any sales tax imposed by any government
authority in connection with the provision of Merchant’s goods or services. Unless Merchant is otherwise exempt (and can prove such
exemption to Global Direct and/or Member’s satisfaction), Merchant agrees to pay all taxes imposed on the services, equipment, or other
property provided to Merchant pursuant to this Agreement.
29.REPORTING. Merchant acknowledges that, under the Card Association Rules, certain merchant activity and terminations of merchant
processing agreements may result in Global Direct or Member reporting merchants and their principals for inclusion on a terminated
merchant file (e.g., the “MATCH” list). Merchant, on behalf of itself and its principals, hereby consents to such reporting and waives any
claim related to the same, even in instances where Merchant or its principals believe that reporting to have been improper or in error.
30.RELATIONSHIP OF THE PARTIES. Merchant designates Global Direct and Member as its agent to receive payments for transactions
processed pursuant to this Card Services Agreement. Neither Global Direct nor Member, however, shall be considered a partner or
fiduciary to Merchant, and nothing in this Card Services Agreement or the rendition of services related to this Card Services Agreement
shall be deemed to create a joint venture, partnership, or fiduciary relationship between or among the parties. Rather, the relationship
among the parties to this Card Services Agreement is an arm’s length commercial relationship.
31.DEBIT / ATM PROCESSING SERVICES: ADDITIONAL TERMS AND CONDITIONS.
31.1.Debit Sponsor shall act as Merchant's sponsor with respect to the participation of point-of-sale terminals owned, controlled,
and/or operated by Merchant (the "Covered Terminals") in each of the following debit card networks ("Debit Networks"): Accel,
AFFN, Alaska Option, CU24, Interlink, Maestro, NYCE, Pulse, Shazam, Star, and Tyme, which Debit Networks may be changed
from time-to-time by Debit Sponsor or Global Direct without notice. Merchant may also have access to other debit networks that
do not require a sponsor. Global Direct will provide Merchant with the ability to access the Debit Networks at the Covered
Terminals for the purpose of authorizing debit card transactions from cards issued by the members of the respective Debit
Networks. Global Direct will provide connection to such Debit Networks, terminal applications, settlement, and reporting activities.
31.2.Merchant will comply with all Applicable Laws and with all by-laws, regulations, rules, and operating guidelines of the Debit
Networks ("Network Rules"). Merchant will execute and deliver any application, participation, or membership agreement or other
document necessary to enable Debit Sponsor to act as sponsor for Merchant in each Debit Network. Merchant agrees to utilize
the debit card Services in accordance with the Card Services Agreement, its exhibits or attachments, and Global Direct's
instructions and specifications (including but not limited to the Card Acceptance Guide which is incorporated into and made a
part of this Card Services Agreement), and to provide Global Direct with the necessary data in the proper format to enable Global
Direct to properly furnish the Services. Copies of the relevant agreements or operating regulations shall be made available to
Merchant upon request.
31.3.Merchant shall not in any way indicate that Debit Sponsor endorses Merchant's activities, products, or services. Debit Sponsor
and Merchant are and shall remain independent contractors of one another, and neither they, nor their respective individual
employees, shall have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this
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section shall be construed to create or constitute a partnership, joint venture, employer-employee, or agency relationship
between Debit Sponsor and Merchant.
31.4.In the event that Debit Sponsor's sponsorship of Merchant in any Network is terminated prior to the termination of the Card
Services Agreement, Global Direct may assign Debit Sponsor's rights and obligations hereunder to a third party. All provisions in
this section necessary to enforce the rights and obligations of the parties contained in this section shall survive the termination of
Debit Sponsor's debit sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Agreement
to any parent, subsidiary, affiliate, or successor-in-interest.
32.MERCHANT ACCEPTANCE OF EBT TRANSACTIONS: ADDITIONAL TERMS AND CONDITIONS.If Merchant accepts EBT
transactions (as defined in section 2, Services Descriptions), Merchant agrees to issue Benefits to Recipients in accordance with the
procedures specified herein, and in all documentation and user guides provided to Merchant by Global Direct, as amended from
time-to-time (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services
Agreement); and pursuant to the Quest Operating Rules (the "Quest Rules"), as amended from time-to-time, issued by the National
Automated Clearing House Association as approved by the Financial Management Service of the U.S. Treasury Department. Unless
otherwise defined herein, all capitalized terms shall have the meanings ascribed them in the Rules. Merchant will provide each recipient a
receipt of each Benefit issuance. Merchant will be solely responsible for Merchant's issuance of Benefits other than in accordance with
authorizations. Merchant agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery of services to
Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Card Services Agreement, Merchant
represents and warrants to Global Direct that Merchant is an FNS-authorized "Merchant" (as such term is defined in the Rules) and is not
currently suspended or disqualified by FNS. Merchant agrees to secure and maintain at its own expense all necessary licenses, permits,
franchises, or other authorities required to lawfully effect the issuance and distribution of Benefits under this Card Services Agreement,
including without limitation, any applicable franchise tax certificate and non-governmental contractor's certificate, and covenants that
Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law.
Merchant agrees to hold Global Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant.
Global Direct may terminate or modify the provision of Services to Merchant if any of Global Direct's agreements with government EBT
agencies are terminated for any reason or if any party threatens to terminate services to Global Direct due to some action or inaction on
the part of Merchant. If any of these Card Services Terms & Conditions are found to conflict with Federal or State law, regulation or policy
of the Rules, these Card Services Terms & Conditions are subject to reasonable amendment by Global Direct, the State or its EBT Service
Provider to address such conflict upon 90 days written notice to Merchant, provided that Merchant may, upon written notice, terminate the
Card Services Agreement upon receipt of notice of such amendment. Nothing contained herein shall preclude the State from commencing
appropriate administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or
local agency. Any references to "State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues
Benefits in more than one State pursuant hereto, then the reference shall mean each such State severally, not jointly.
33.DECLINE MINIMIZER SERVICES.In the event that Merchant elects to use Global Direct's Decline Minimizer Service (as defined herein
below), the following terms apply. Merchant represents and warrants that its business is of such a nature that it periodically needs to
receive updated cardholder account information and that Merchant does not belong to any high-risk categories as determined by any Card
Schemes. In consideration of Merchant’s payment of any fees and charges set forth herein, Global Direct agrees to provide to Merchant
certain Card decline minimizer services facilitated by applicable card associations, which services are designed to assist merchants in
recurring payment industries with maintenance of current cardholder account data (such services, the “Decline Minimizer Services”). The
Decline Minimizer Services are subject to availability as determined by the card associations. Merchant acknowledges that a card
association may terminate or suspend Global Direct’s ability or right to provide the Decline Minimizer Services, and Global Direct may
terminate its obligations with respect to the Decline Minimizer Service at any time upon notice to Merchant. The Decline Minimizer Services
may be subject to additional terms, conditions, and/or fees, notice of which shall be provided to Merchant in accordance with this
Agreement.
34.CALLPOP OPENEDGE SERVICES.
34.1.Global Direct offers hardware and services, which may include but are not limited to, phone/fax to VOIP smart box converter,
phone analytics, two-way calling, call notes and call history, quick text for incoming and missed calls, reviews via text, text to pay,
smart caller ID, reporting portal(s), and mobile application(s) among other things (collectively, the “CallPop OpenEdge
Services”) for Merchant’s sole use with its internal business operations.
34.2.In the event that Merchant elects to use Global Direct’s CallPop OpenEdge Services (as defined above), the following terms
apply. In consideration of Merchant’s payment of the fees and charges set forth in the Merchant Application with respect to
Global Direct’s CallPop OpenEdge Services, and subject to the terms and conditions herein, Global Direct agrees to provide
Merchant certain CallPop Services and hereby grants Merchant a limited, non-exclusive, non-sublicensable, non-transferable
license in the United States of America to access and use the CallPop Open Edge Services (as defined above) solely for
Merchant’s internal business operations. Merchant shall not and shall not permit or authorize any other party to (a) decompile,
disassemble, reverse engineer, or otherwise attempt to discern the source code of the CallPop OpenEdge Services; or (b) copy,
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modify, enhance, or otherwise create derivative works of the CallPop OpenEdge Services. Either party may terminate or suspend
the CallPop OpenEdge Services without terminating the rest of the Agreement pursuant to the termination and/or suspension
rights specified in the Agreement. Notwithstanding the foregoing, Global Direct may terminate its obligations with respect to the
CallPop OpenEdge Services at any time upon notice to Merchant. The CallPop OpenEdge Services may be subject to additional
terms, conditions, and/or fees, notice of which shall be provided to Merchant in accordance with this Agreement.
34.3.Notwithstanding anything to the contrary herein, excepts as expressly provided herein, Global Direct makes no
representation or warranty, express or implied with respect to the CallPop OpenEdge Services, including without
limitation, any hardware provided in connection therewith. Global Direct specifically disclaims all warranties as to the
merchantability, condition, design, or compliance with specifications or standards, and expressly disclaims all implied
warranties, including without limitation implied warranties of merchantability, fitness for a particular use, or
noninfringement of third party rights, with respect to the CallPop OpenEdge Services. Global Direct does not warrant
that the CallPop OpenEdge Services will operate without interruption or on an error-free basis. Global Direct shall have
not liability to Merchant for incidental, special, consequential, indirect or exemplary damages, including without
limitation lost profits, revenues and business opportunities, or damages for injury to person or property, arising out of
or in connection with the use by Merchant of the CallPop OpenEdge Services.
35.DISCOVER PROGRAM MARKS.Merchant is hereby granted a limited non-exclusive, non-transferable license to use Discover brands,
emblems, trademarks, and/or logos that identify Discover cards ("Discover Program Marks"). Merchant is prohibited from using the
Discover Program Marks other than as expressly authorized in writing by Global Direct. Merchant shall not use the Discover Program
Marks other than to display decals, signage, advertising and other forms depicting the Discover Program Marks that are provided to
Merchant by Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global Direct.
Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on
decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be
approved in advance by Global Direct in writing. Merchant shall not use the Discover Program Marks in such a way that customers could
believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks.
Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights
to use the Discover Program Marks.
36.PAYPAL MARKS.PayPal Marks means the brands, emblems, trademarks, and/or logos that identify PayPal Acceptance. Merchant shall
not use the PayPal Marks other than to display decals, signage, advertising, and other forms depicting the PayPal Marks that are provided
to Merchant by Global Direct pursuant to the Merchant Program or otherwise approved in advance in writing by Acquirer. Merchant may
use the PayPal Marks only to promote the services covered by the PayPal Marks by using them on decals, indoor and outdoor signs,
advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in
writing. Merchant shall not use the PayPal Marks in such a way that customers could believe that the products or services offered by
Merchant are sponsored or guaranteed by the owners of the PayPal Marks. Merchant recognizes that it has no ownership rights in the
PayPal Marks. Merchant shall not assign to any third party any of the rights to use the PayPal Marks. Merchant is prohibited from using the
PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal.
37.AMERICAN EXPRESS CARD ACCEPTANCE.
37.1.If Merchant accepts American Express transactions, Merchant hereby acknowledges and agrees that for purposes of acceptance
of American Express, the American Express Guide is hereby incorporated by reference into this Card Services Agreement. In
addition, Merchant agrees to comply with the terms of all other security and operational guides published by American Express
from time to time, including the American Express Data Security Requirements. Merchant hereby authorizes Global Direct to
submit American Express transactions to, and receive settlement from, American Express on behalf of Merchant. Merchant must
accept the American Express card as payment for goods and services (other than those goods and services prohibited under the
American Express Guide sold, or (if applicable) for charitable contributions made, at all of its establishments, except as expressly
permitted by state statute. Merchant is jointly and severally liable for the obligations of Merchant’s establishments under the Card
Services Agreement. For the avoidance of doubt, "cardholder" as used in this Card Services Agreement shall include Card
Members as defined in the American Express Guide.
37.2.Merchant hereby acknowledges and agrees that (i) Global Direct may disclose American Express Transaction Data (which for
purposes of this section 37 shall have the same definition as “Transaction Data” in the American Express Guide), Merchant
Data (as defined below), and other information about Merchant to American Express, (ii) American Express may use such
information to perform its responsibilities in connection with the American Express Program, promote the American Express
Network, perform analytics and create reports, and for any other lawful business purpose, including marketing purposes, and (iii)
American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in
connection with American Express Card marketing and administrative purposes. If Merchant has provided a wireless phone
number in connection with this Card Services Agreement, Merchant hereby agrees that it may be contacted at that number and
the communications sent may include autodialed text messages or automated prerecorded calls. If Merchant has provided a fax
number, Merchant hereby agrees that it may be sent fax communications. To opt out of American Express-related marketing
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communications, Merchant may contact Global Direct customer service as described in this Card Services Agreement. For
purposes of this section 37, "Merchant Data" means names, postal and email addresses, tax ID numbers, names and social
security numbers of the authorized signer of Merchant and similar identifying information about Merchant. For clarification,
Merchant Data does not include American Express Transaction Data.
37.3.Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant (as defined below),
Merchant will be converted from the American Express Program to a direct American Express Card acceptance relationship with
American Express, and upon such conversion, (i) Merchant will be bound by American Express' then-current card acceptance
agreement, and (ii) American Express will set pricing and other fees payable by Merchant for American Express Card
acceptance. "High Charge Volume Merchant" for purposes of this section 37 means an American Express Program Merchant
with either (i) greater than $1,000,000 in American Express charge volume in a rolling twelve (12) month period or (ii) greater
than $100,000 in American Express charge volume in any three (3) consecutive months. For clarification, if Merchant has
multiple establishments, the American Express charge volume from all establishments shall be summed to together when
determining whether Merchant has exceeded the thresholds above.
37.4.Merchant shall not assign to any third party any American Express-related payments due to it under this Card Services
Agreement, and all indebtedness arising from American Express Charges (as defined below) will be for bona fide sales of goods
and services (or both) at its establishments (as defined below) and free of liens, claims, and encumbrances other than ordinary
sales taxes; provided, however, that Merchant may sell and assign future American Express transaction receivables to Global
Direct, its affiliated entities and/or any other cash advance funding source that partners with Global Direct or its affiliated entities,
without consent of American Express.
37.5.In connection with Merchants acceptance of American Express, Merchant agrees to comply with and be bound by, the rules and
regulations imposed by the Payment Card Industry (PCI) Security Standards Council (including without limitation the PCI Data
Security Standard). Merchant hereby agrees to report all actual or suspected Data Incidents (as such term is defined in the
American Express Data Security Requirements) immediately to Global Direct and American Express immediately upon discovery
thereof.
37.6.Merchant hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce the Card
Services Agreement against Merchant to the extent applicable to American Express processing. Merchant's termination of
American Express card acceptance shall have no direct or indirect effect on Merchant's rights to accept other card brands. To
terminate American Express acceptance, Merchant may contact Global Direct customer service as described in this Card
Services Agreement.
37.7.Without limiting any other rights provided herein, Global Direct shall have the right to immediately terminate Merchant's
acceptance of American Express cards upon request of American Express. Merchant may not bill or collect from any American
Express Card Member for any purchase or payment on the American Express card unless a chargeback has been exercised,
Merchant has fully paid for such charge, and it otherwise has the right to do so. Merchant shall use the American Express brand
and marks in accordance with the requirements set forth in the American Express Guide.
38.ELECTRONIC SIGNATURES.
38.1.Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Card Services Agreement and all
electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed
by hand signature when (1) your electronic signature is associated with the Card Services Agreement and related documents, (2)
you consent and intend to be bound by the Card Services Agreement and related documents, and (3) the Card Services
Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise
store the electronic record). This Card Services Agreement and all related electronic documents shall be governed by the
provisions of E-Sign.
38.2.By pressing Submit, you agree (i) that the Card Services Agreement and related documents shall be effective by electronic
means, (ii) to be bound by the terms and conditions of this Card Services Agreement and related documents, (iii) that you have
the ability to print or otherwise store the Card Services Agreement and related documents, and (iv) to authorize us to conduct an
investigation of your credit history with various credit reporting and credit bureau agencies for the sole purpose of determining
the approval of the applicant for merchant status or equipment leasing. This information is kept strictly confidential and will not be
released.
39.SURCHARGES/OTHER FEES.
39.1.Merchant pricing appears in the Card Services Fee Schedule of the Merchant Application. Merchant may also be charged certain
fees and assessments established by the card associations and debit networks which are described in more detail at
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https://www.globalpaymentsinc.com/ratetable. T&E merchants (airline, car rental, cruise line, fast food, lodging, restaurant, travel
agent, transportation) may have separate rates quoted for consumer and commercial (business) transactions. Transactions that
do not clear as priced are subject to surcharges (as outlined in Merchant Application) that are billed back to you on your monthly
statement. The most predominant market sectors and transactions types for surcharges appear below, however, such sectors
and transaction types are not comprehensive and are subject to change. Most surcharges can be avoided by using a product
that supports authorization and market data requirements established by the card associations and that are subject to change
from time to time. Some surcharges occur on specific types of cards (including without limitation Visa Rewards Card, Visa
Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card,
Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, and "foreign"
cards issued outside the United States). Unless your Card Services Fee Schedule specifically addresses commercial cards (i.e.,
Business Cards, Corporate Cards, Fleet Cards, GSA Cards, Purchase Cards), you will be billed back for the higher cost of
acceptance of commercial cards, unless you are primarily a business-to-business supplier with corresponding pricing based on
acceptance of commercial cards. The card associations require that information from the original authorization, including a
lifecycle identifier, be retained and returned with subsequent authorizations and/or the settled transaction data. The card
associations validate this information as part of the clearing and settlement process. If authorization data is not retained and
returned at settlement, then the transaction will not clear as priced and will incur a surcharge. For more information concerning
surcharging and to view market data, you may wish to check the Global Direct website (www.globalpaymentsinc.com) for best
practices information and to license Global Access @dvantage (GA@) or Business View for transaction detail review.
39.2.The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained
and returned at settlement, then the transaction will not clear as priced and will incur a surcharge. For more information
concerning surcharging and to view market data, you may wish to check the Global Direct website (www.globalpaymentsinc.com)
for best practices information and to license Global Access @dvantage (GA@) or Business View for transaction detail review.
The items listed in this section 39 are not and are not intended to be a comprehensive list of all instances in which surcharges
may apply. Surcharges may apply in additional situations. All surcharges may include additional fees assessed by the applicable
card association and Member or Global Direct.
39.3.In addition, Merchant may be assessed additional fees which will be in addition to the fees stated on the Merchant Application,
including the following:
39.4.Merchant will also be assessed (a) Cross-Border fees and a U.S. Acquirer Support fee for international Mastercard and Maestro
transactions. (b) an International Service Assessment fee and International Acquirer fee for international Visa transactions, and
(c) an International Processing fee and International Service fee for international Discover transactions. These fees, which are
applicable to transactions between Merchant and a non-U.S. Mastercard, Maestro, Visa, American Express, or Discover
cardholder will be displayed as a separate item on Merchant's monthly statement and may include fees assessed by both the
applicable card association and Member or Global Direct.
39.5.Merchant will also be assessed per transaction access or participation fees and assessment rates for Visa, Mastercard,
American Express, Discover and PayPal transactions, which will be displayed as a separate item on Merchant's monthly
statement and may include fees by both the applicable card association and Member or Global Direct. Merchant will also be
assessed a Discover Network Authorization Fee.
39.6.Merchant may also be assessed a PCI DSS Compliance fee, which will appear as a separate item on Merchant's monthly
statement. This fee is assessed by Member and Global Direct in connection with Member and Global Direct's efforts to comply
with the PCI Data Security Standard and does not ensure Merchant's compliance with the PCI Data Security Standard or any
law, rule or regulation related to cardholder data security. The payment of such fee shall not relieve Merchant of its responsibility
to comply with all rules and regulations related to cardholder data security, including without limitation the PCI Data Security
Standard. Merchant may also be assessed a PCI DSS Non-Compliance fee until they validate compliance or confirm they are
using a PA DSS Validated payment application.
39.7.Merchant will also be assessed the following fees on or related to Visa transactions: the Visa Misuse of Authorization System
fee, which will be assessed on authorizations that are approved but never settled with the Merchant's daily batch, the Visa Zero
Floor Limit Fee, which will be assessed on settled transactions that were not authorized, the Visa Zero Dollar Verification fee,
which will be assessed on transactions where Merchant requested an address verification response without an authorization, the
Visa Transaction Integrity fee, which will be assessed on Visa signature debit and prepaid transactions that fail to meet
processing and transaction standards defined by Visa, and a monthly fee based on the number of card present Merchant
locations by Merchant taxpayer identification number and/or all Visa volume processed by a Merchant's taxpayer identification
number. Merchant will also be assessed a Mastercard CVC2 Transaction fee and the Mastercard Misuse of Authorization
System fee, which will be assessed on authorizations that are approved but never settled with the Merchant's daily batch or not
properly reversed within 120 days, and an acceptance and licensing fee that will be applied to the Merchant's total U.S.
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Mastercard sales volume. These fees will be displayed as separate items on Merchant's monthly statement, provided that the
acceptance and licensing fee may be included with Merchant's Mastercard assessment fees, and may include fees assessed by
both the applicable card association and Member or Global Direct.
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SURCHARGES FOR PREDOMINANT MARKET SECTORS Retail/Restaurant Electronic Merchant
If you are a Retail Merchant or a Restaurant Merchant with retail-only pricing (no Business Card Rate) and utilize a certified terminal product or
electronic system or the payment application provided by Global Direct or its partner, which is designed for authorization and settlement through
Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each
transaction not processed as outlined, including without limitation retail commercial card transactions in addition to transactions using Visa Rewards
Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World
Elite Card, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and all Commercial Cards, will be priced at the rate
quoted plus the applicable surcharge rate quoted in the Merchant Application.
•Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale.
•Obtain a single electronic authorization and settle for authorized amounts.
•Obtain a cardholder signature (unless transaction is eligible for No Signature Required [NSR] program).
•Settle and transmit batches same day via your terminal/electronic system.
•The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions unless a Restaurant (MCC
5812), Fast Food (MCC 5814), Service Station (MCC 5541) or, Bar/Tavern (MCC 5513), Beauty/Barber Shop (MCC 7230), or Taxi/Limousines
(MCC 4121).
•The electronic authorization amount must be equal to the transaction amount on Discover retail transactions except that Taxi Limousines (MCC
4121) and Beauty/Barber Shop (MCC 7230) merchant transactions may vary up to 20%. Restaurant (MCC 5812), Fast Food (MCC 5814),
Service Station (MCC 5541) or Bar/Tavern (MCC 5513) transactions may vary by more than 20% from the electronic authorization without
incurring surcharges.
Restaurant Electronic Merchant
If you are a Restaurant Merchant MCC 5812 or Fast Food Merchant MCC 5814 and utilize a certified terminal product or electronic system for
authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be
priced at the rate quoted. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card,
Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card,
Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted
plus the applicable surcharge rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to
the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be
subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application.
•Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale.
•Obtain a cardholder signature (unless transaction is eligible for NSR program).
•Settle and transmit batches same day via your terminal/electronic system.Supermarket Electronic Merchant
If you are an approved (certified) supermarket merchant and utilize a terminal or electronic system for authorization and settlement through Global
Direct, each transaction you submit which meets all of the following requirements will be priced at the rate(s) quoted for Supermarket Credit Card
and Supermarket Check Card. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa
Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World
Card, Mastercard World Elite, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and commercial cards, will be priced
at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application.
•Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale.
•Obtain a single electronic authorization and settle for authorized amounts.
•Obtain a cardholder signature (unless transaction is eligible for NSR program).
•Settle and transmit batches same day via your terminal/electronic system.
•The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions.
Emerging Market Electronic Merchant
If you qualify as an Emerging Market Merchant (as defined by Association guidelines from time to time) and utilize a terminal or electronic system for
authorization and settlement through Global Direct, each transaction you submit which meets all the following requirements will be priced at the rates
quoted. Any other transaction, including commercial card transactions, Visa Rewards Card, Visa Signature Card, Visa Signature
Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card,
Discover Premium Card, Discover Premium Plus Card, and non-magnetic stripe read foreign transactions will be priced at the rate quoted plus the
applicable surcharge rate quoted in the Merchant Application In addition, each Visa transaction not processed as outlined, but transmitted same day
or next day via your terminal/electronic system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant
Application.
•Obtain a single electronic authorization.
•Settle and transmit batches same day via your terminal/electronic system.
•Provide market data as required. See Note.
NOTE: If card is not present and a magnetic stripe read does not occur, then Merchant may be required to comply with "Direct Marketer" market
data requirements including AVS request on cardholder billing address at time of authorization. If card is present and cardholder signature is
obtained, however the magnetic stripe is damaged, then Merchant may be required to obtain AVS match on cardholder billing address zip code.
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MOTO Electronic Merchant
If you are a MOTO Merchant (non-magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization
and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate quoted.
Any other transaction, including all foreign transactions and commercial card transactions in addition to transactions using Visa Rewards Card, Visa
Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard
World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover
Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application.
•Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount
equal to settle amount).
•Address Verification Request in authorization on cardholder billing address. For Discover transactions, Merchant must obtain full address
verification request on street number and/or 9-digit postal code.
•CID verification for Discover merchants on non-recurring transactions.
•Purchase date (settled date) is ship date.
•Send order number with each transaction.
•Settle and transmit batches same day via your terminal/electronic system.
•Send level 3 data (line item detail, sales tax, customer code) with every eligible commercial card transaction.
NOTE: Card Not Present transactions involving one-time, recurring, or installment bill payment transactions are subject to additional card association
requirements which must be complied with to avoid surcharges. Electronic commerce transaction requirements are also subject to additional card
association requirements which must be complied with to avoid surcharges. Please refer to Card Acceptance Guide for additional requirements.
NOTE: Transactions which utilize our TouchTone Capture system for authorizations and settlement, settle beyond 48 hours, or are not transmitted
via the TouchTone Capture system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application.
Public Sector Electronic Merchant
If you are an approved (certified) public sector merchant and utilize a terminal or electronic system for authorization and settlement through Global
Direct, each transaction you submit which meets all of the following requirements will be priced at the rate(s) quoted for Public Sector. Each
transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card,
Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite, Discover
Rewards Card, Discover Premium Card, Discover Premium Plus Card and commercial cards, will be priced at the rate quoted plus the applicable
surcharge rate quoted in the Merchant Application.
•Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale.
•Obtain a single electronic authorization and settle for authorized amounts.
•Obtain a cardholder signature (unless transaction is eligible for NSR program).
•Settle and transmit batches same day via your terminal/electronic system.
•The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions.
Purchase Card Electronic Merchant
If you are a Purchase Card Merchant (non-magnetic swipe read transactions) and utilize a certified terminal product or electronic system for
authorization and settlement through Global Direct, each transaction you submit which meets the following requirements will be priced at the rate
quoted. Each Visa transaction not processed as outlined but transmitted same day or next day via your terminal/electronic system, will be priced at
the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Each Visa business and commercial card transaction will be
priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Any other transaction that does not meet the
following requirements, including without limitation foreign transactions, tax-exempt Visa Commercial transactions, Visa Rewards Card, Visa
Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card,
Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card and Discover Premium Plus Card will be priced at the rate quoted
plus the applicable surcharge rate quoted in the Merchant Application.
•Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount
equal to settled amount).
•Address Verification Request in authorization on cardholder billing address.
•Purchase date (settled date) is ship date.
•Send order number (customer code) with each transaction.
•Send tax amount with every transaction.
•Send Level 3 data (line item detail) with every eligible commercial card transaction. Sales tax exempt transactions will not be considered to
meet these requirements unless they include Level 3 data (line item detail).
•Settle and transmit batches same day via your terminal/electronic system.
Lodging/Auto Rental Electronic Merchant
If you are a Lodging or Auto Rental Merchant utilizing a terminal or electronic system for authorization and settlement through Global Direct, each
consumer card transaction you submit which meets the following requirements will be priced at the rate quoted. Each transaction not processed as
outlined, including without limitation non-magnetic stripe read foreign transactions, and transactions using Visa Rewards Card, Visa Signature Card,
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
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Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover
Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted
in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee
Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the applicable
surcharge rate quoted in the Merchant Application.
•Obtain a magnetic swipe read (card swipe/electronic imprint) at the time of check-in.
•Obtain additional electronic authorizations or send partial reversals to bring total authorized amount within 15% of settled amount.
Authorizations must meet card association requirements.
•Obtain a cardholder signature for final transaction amount.
•Purchase Date is hotel check-out date/auto return date.
•Length of guest stay/rental in initial authorization.
•Hotel Folio/Rental Agreement Number and check-in date/check-out date transmitted with each transaction.
•Additional market data may be required for commercial card transactions to avoid surcharges. Lodging merchants who (1) accept credit cards
for advance payment; (2) guarantee reservations using a credit card; or (3) provide express check-out services to guests, must comply with
additional card association requirements for these services in addition to additional authorization and settlement market data requirements.
Lodging merchants who subject charges to final audit and bill for ancillary/additional charges must comply with additional bank card association
requirements for these services in addition to additional authorization and settlement market data requirements to avoid surcharges. These
transactions may also be subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Please see Card
Acceptance Guide for requirements and best practices for these transactions.Paper Deposit Merchant Non-terminal/electronic paper deposit
transactions will be priced at the rate quoted in the Card Services Fee Schedule of the Merchant Application.
Debit Card Merchant
Each debit card transaction will be assessed the network's acquirer fee in addition to the debit card per item fee quoted in the Card Services Fee
Schedule of the Merchant Application.
Card Present / Mag Stripe Failure:
A magnetic stripe read is also referred to as an electronic imprint. If the magnetic stripe is damaged, then other validation means may be required to
protect against counterfeit cards and merchant must obtain a manual imprint. Most products, including the payment application, if any, will prompt for
cardholder billing zip code and perform an AVS check for a zip code match. CID verification is recommended for Discover key-entered transactions.
Key-entered retail transactions are subject to higher interchange and surcharges.
The foregoing information regarding surcharging is not comprehensive and is subject to change by the card association. Additional or different rates
or fees may apply based on the details of a subject transaction.
All questions regarding Card Services should be referred to Global Payments Direct Inc. – 3550 Lenox Road NE, Suite 3000, Atlanta, GA. 30326, or
call: 1-800-367-2638. Note: Billing disputes must be forwarded, in writing, to Customer Service within 60 days of the date of the statement and/or
notice.
Contact information for Member is listed in the Merchant Application.
Global Payments Direct Inc.is a registered ISO of Wells Fargo Bank, N.A.
Debit sponsorship is provided by PB&T Bank, 301 West 5
th Street, Pueblo, Colorado 81003 – 1(888)728-3550
SERVICE. DRIVEN. COMMERCE.Rev: 04-22–GPI-WF (Gov)
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Item 11 Page 25 of 43
Additional Owner/Officer Information Page for Merchant Processing Agreement (If Needed)
Note: Complete Owner / Officer Information must be present for all Equity Owners with 25% or greater equity in the business and for any person(s) with authority or control.
Spaces 1 - 4 must be completed directly on the Merchant Processing Agreement; all additional owner/officer information may be provided on the Additional Owner/Officer Page
as needed.
Acceptance of Merchant Application and Terms & Conditions / Merchant Authorization.
Your Card Services Agreement is between Global Payments Direct, Inc. ("Global Direct"), the Merchant named above, and the Member named below ("Member"). Member is a
member of Visa, USA, Inc. ("Visa") and MasterCard International, Inc. ("MasterCard"); Global Direct is a registered independent sales organization of Visa, a member service
provider of MasterCard and a registered acquirer for Discover Financial Services, LLC. ("Discover") and a registered Program Participant of American Express Travel Related
Services Company, Inc. (“American Express”). A copy of the Card Services Terms and Conditions, revision number Government Entities 08-20-GP-Direct-WF-GPI, has been
provided to you. Please sign below to signify that you have received a copy of the Card Services Terms & Conditions and that you agree to all terms and conditions contained
therein. If this Merchant Application is accepted for card services, Merchant agrees to comply with the Merchant Application and the Card Services Terms & Conditions as may
be modified or amended in the future. If you disagree with any Card Services Terms & Conditions, do not accept service.
IF MERCHANT SUBMITS A TRANSACTION TO GLOBAL DIRECT HEREUNDER, MERCHANT WILL BE DEEMED TO HAVE ACCEPTED THE CARD SERVICES TERMS &
CONDITIONS.
By your signature below on behalf of Merchant, you certify that all information provided in this Merchant Application is true and accurate and you authorize Global Direct, and
Global Direct on Member's behalf, to initiate debit entries to Merchant's checking account(s) in accordance with the Card Services Terms and Conditions. In addition by your
signature below on behalf of Merchant you authorize Global Direct and/or Open Edge Payments, LLC. to order a consumer credit report on you, Merchant and each of
Merchant’s officers, partners, and/or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating,
renewal or extension of the services provided hereunder, or in conjunction with reviewing, taking collection action on, or other legitimate purposes associated with the Merchant
account.
Additional Owners
Complete Owner/Officer Information must be present for all Equity Owners with 25% or greater equity in the business and for any person(s)
with authority or control. An owner or person with control listed, must be the one to accept the agreement at the end of this application.
Name: Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name: Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Name Title: Equity Owned: Date of Birth (mm/dd/yyyy): Social Security #: Home Phone #:
Home Address: City: State: Zip Code: Years There:
Former Address (if less than 1 year at current address): City: State: Zip Code: Years There:
Merchant’s Signature: Name (Printed): Title: Date:
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AdministratorCarlos Fandino
Item 11 Page 26 of 43
GOVERNMENT ENTITIES ADDENDUM A 1.EQUIPMENT SELECTION AND RENTAL TERM. This addendum to the Card Services Agreement (the“Agreement”) to which it is attached governs the rental (the “Rental”) of any point of sale equipment(“Equipment”) by merchant (“you” or “your”) under the Agreement, as indicated on the application pagesor any subsequent order form (collectively, the “Application”). The Equipment is provided throughOpenEdge Payments LLC, a subsidiary of Global Payments Direct, Inc. The initial term (“Initial Term”) shallbe set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extendedfor successive one month periods (each a “Renewal”) on the same terms and conditions expressed herein,or as may be amended, unless you give written notice of termination at least 10 days prior to the expirationof the Initial Term or the then-current Renewal.2.FEES AND CHARGES. Each item of Equipment selected by you, as well as its respective monthly rental chargeand current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increaserental charges at any time upon 60 days’ written notice. You authorize OpenEdge to debit your merchantbank account for all charges incurred by you under the Agreement for the Equipment, including any chargesincurred by OpenEdge on your behalf. If your account contains insufficient funds to accommodate such debit,you authorize OpenEdge to charge your account a 1½% per month service charge on all amounts that arenot paid on the due date. You will be sent a statement indicating the amount debited to your account. If anyamount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other rightor remedy which it may have under this Agreement or at law, terminate the Rental if you do not effectpayment in full within 10 days of OpenEdge’s written demand therefor. To the extent not prohibited byapplicable law, you agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys’fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. To the extentnot prohibited by applicable law, you shall reimburse OpenEdge for (or pay directly if instructed byOpenEdge) all charges and taxes that may now or hereafter be imposed or levied upon the rental, possessionor use of the Equipment, excluding all taxes on or measured by OpenEdge’s net income.3.TITLE AND LOSS. Any rented Equipment is OpenEdge’s property and will not become your property.Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture.You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rentedEquipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain inOpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable and as notprohibited by applicable law. At OpenEdge’s request, you shall execute and deliver, at your expense, anysecurity agreement or other document reasonably required to document or perfect OpenEdge’s securityinterest in such Equipment, as applicable and as not prohibited by applicable law. It is understood and agreedthat the rights of OpenEdge under such security interest shall be in addition to the rights and/or remediesotherwise available to Global Direct under the terms of this Agreement, and not in limitation thereof. Upondelivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipmentor any portion thereof from any cause whatsoever (“Loss or Damage”), whether or not covered byinsurance. No Loss or Damage shall relieve you from your obligations hereunder. OpenEdge shall provideyou with operating instructions that will instruct you in the proper use of the Equipment, and you shallinstall, use and operate the Equipment only in such manner and in accordance with card associationrequirements. You are responsible for providing all necessary connections and other facilities and forpaying all expenses of installing and operating the Equipment. You shall provide the Equipment with asuitable secure space and power for its proper operation. You shall provide all necessary infrastructure,including without limitation, power outlets, grounding and anti-static environments required for the safeand efficient operation of the Equipment in accordance with the specifications of OpenEdge and any otherapplicable specifications or regulations. You shall not move the Equipment, attach any devices, change yourmethod of telecommunication (including but not limited to using Voice over IP (VoIP) technology) or installany software without OpenEdge’s prior written consent. With respect to any item of Equipment rented toyou by OpenEdge, you will not be liable for normal wear and tear; provided, however, that you will be liableto OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or renderedinoperative. To the extent not prohibited by applicable law, you will indemnify OpenEdge against any lossarising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any
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costs, expenses, and judgments OpenEdge may suffer, including reasonable attorneys’ fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad(s) by OpenEdge are used to encode and authenticate information. They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by you on any Equipment. 4.SOFTWARE. You acknowledge that the Equipment provided hereunder is embedded with proprietarytechnology (“Software”). Furthermore, the term “Software” includes any programs, applications orproprietary technology that is otherwise provided or made available to you under this Agreement,independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including,but not limited to updates, enhancements and additions. All material and information made available byOpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidentialand proprietary information of OpenEdge and/or its suppliers, and your use thereof shall be limited to thatexpressly authorized by OpenEdge. You shall not disclose OpenEdge’s confidential or proprietaryinformation to any third party unless such disclosure is authorized in advance in writing by OpenEdge.Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectualproperty to you. You shall not obtain title, copyrights, or any other proprietary right to any Software. Youshall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt tochange, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, orcommit any act or assist anyone else to commit any act that otherwise rearranges the Equipment or theSoftware. You shall not create or attempt to create any derivative work based on the Software or assistanyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a thirdparty without the prior written consent of OpenEdge. OpenEdge’s suppliers of Equipment and/or Softwareare third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of thisAgreement against you to protect their ownership rights. You are liable to OpenEdge and/or to such thirdparty beneficiaries for any transferee’s conduct with regard to the Software. To the extent not prohibited byapplicable law, you will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer,including reasonable attorneys’ fees, arising from your breach of this section 4 or otherwise arising out ofuse of the Software.5.MAINTENANCE. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incidentresulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge willmake the necessary arrangements to obtain required maintenance. You may be responsible for shippingcost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In theevent your terminal requires additional software, you are obligated to cooperate and participate indownloading and installing such software. Maintenance service provided under this Agreement may includereplacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that theneed for replacement arose from ordinary wear and tear, and that such replacement is necessary for theEquipment to function in accordance with its written specifications. Replaced items of Equipment and/orcomponents thereof are OpenEdge’s property. You are required to ship replaced Equipment to OpenEdgewithin 30 days of its replacement, and it will not be returned to you. Maintenance service provided underthis Agreement is available only for Equipment that has been handled and operated appropriately, anddoes not include services arising out of negligence or misconduct by you, your employees, agents,customers or contractors or your failure to comply with any and all instructions and specifications providedby OpenEdge or the manufacturer of the Equipment. If any replaced Equipment is determined by OpenEdgeto be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within 30 days of itsreplacement, OpenEdge shall have the right to debit your account for the then current replacement cost ofsuch Equipment.6.ACCESS TO PREMISES. You will allow OpenEdge and its designated representatives physical and electronicaccess to the Equipment upon request, including permitting prompt and safe access to your premises whenrequired for the purpose of performing OpenEdge’s obligations and/or for the inspection, repair, removal,modification, installation, replacement, disconnection and/or relocation of the Equipment.7.WARRANTIES AND REPRESENTATIONS. Neither OpenEdge nor its suppliers make any representations orwarranties, express or implied, including without limitation any warranty of merchantability or fitness for a
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particular purpose with respect to any terminal, any Equipment, the Software residing therein or any of the services furnished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring losses, for which OpenEdge shall have no liability to you whatsoever.
8.LIMITATION OF LIABILITY. OpenEdge shall not be liable for failure to provide the Equipment if such failureis due to any cause or condition beyond OpenEdge’s reasonable control. Such causes or conditions shallinclude, but shall not be limited to, acts of God or of the public enemy, acts of government in either itssovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of laboror materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electricalpower failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge’scontrol. OpenEdge’s suppliers disclaim all liabilities under this Agreement. To the maximum extent not
prohibited by law, the liability of OpenEdge, if any, for any loss hereunder, including but not limited
to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate,
personal injury, property damage, or cause of action under contract, negligence, tort, statute,
warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money
damages in an amount not to exceed one month’s average charge paid hereunder by you for the rented
Equipment during the previous 12 months or such lesser number of months as shall have elapsed
subsequent to the effective date of this Agreement. The foregoing represents the sole extent of
OpenEdge’s liability in the event of any alleged default by OpenEdge under this Agreement, including
alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal
or equitable action may be brought against OpenEdge, and the foregoing shall constitute your
exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in
connection with software or services not authorized by OpenEdge. Under no circumstances shall
OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential,
punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages.
In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by
OpenEdge’s performance or failure to perform hereunder which is not reported in writing to OpenEdge
by you within 30 days of such failure to perform, or in the event of a billing error, within 60 days of the
invoice or applicable statement.9.TERMINATION. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate,subject to a $50 re-stocking fee. In the event that you terminate this Agreement in breach of this section 9,all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of thethen-current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you herebyauthorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount fromyour merchant bank account identified above. If such account does not contain sufficient funds for the debit,you shall pay OpenEdge the amount due within 10 days of the date of OpenEdge’s invoice for the same. Thepayment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by theparties to be a reasonable amount of liquidated damages to compensate OpenEdge for its terminationexpenses and all other damages under the circumstances in which such amounts would be payable. Suchamounts shall not be in lieu of, but in addition to, any payment obligations otherwise incurred by you underthis Agreement and any and all other damages to which OpenEdge may be entitled hereunder. If you defaultunder a Rental, or any other agreement between you and an affiliate of OpenEdge, and such defaultcontinues for 10 days after OpenEdge’s written notice, OpenEdge may terminate this Agreement, declare theentire amount of the unpaid balance and any other charges to be immediately due and payable and exerciseany other remedy existing at law or in equity, including the right to enter upon your premises withoutnotice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at yourexpense, to return such Equipment to OpenEdge in the same condition as when delivered to you hereunder,ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances orrights of others whatsoever. You are responsible for return shipping costs if you terminate for any reasonother than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regardingreturn of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the termsand conditions hereof, you may, at your option, give written notice of your intention to terminate the Rentalunless such breach is remedied within 30 days of such notice. Failure to remedy such a breach shall make
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the Rental terminable, at your option, at the end of such 30 day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within 30 days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then-current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you. 10.SURVIVAL. All terms of this Addendum shall survive expiration or termination of the Agreement to the extentnecessary to fulfill the purposes of this Addendum.
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CONFIDENTIAL1 of 1208-20-GPI-ACH
OPENEDGE CHECK SERVICES MERCHANT APPLICATION
Merchant's DBA Name/Outlet Name:Merchant's Legal Name:
City of Vernon City of Vernon
Contact Name at this Address:Contact Name at this Address:
Joaquin Leon Joaquin Leon
Email:Email:
jleon@ci.vernon.ca.us jleon@ci.vernon.ca.us
Physical Street Address :(No Po Box)Legal Address:
4305 S Santa Fe Ave 4305 S Santa Fe Ave
City, State, Zip:City, State, Zip:
Vernon, CA, 90058 Vernon, CA, 90058
DBA Phone:Fax:Corp Phone:Fax:
(323) 583-8811 (323) 583-8811
Company Stock Ticker :(If Publicly Traded)Website Address :(Required for Internet Merchants)
www.cityofvernon.org
Customer Service Phone :(Required for Moto and Internet Merchants Only)Federal Tax ID #:Years in Business :(Current Owner)
(323) 583-8811 9 5 6 0 0 0 8 0 8 117
Merchant Profile
Type of Ownership:Sole Proprietor Partnership Corporation LLC Professional Assoc Other Tax Exempt Org (510c) ☐ ☐ ☐ ☐ ☐ ☐ ☐
SIC/MCC Code:
9 3 9 9
Description of Products or Services Sold:
Municipality
Account Deposit and Funds Information
Transaction Funding Bank Routing/Transit Number:Transaction - Bank Account Number:Transaction Type of Account:
3 2 2 0 7 0 3 8 1 8003092007 Checking Savings ☑ ☐
Billing Bank Routing/Transit Number (If different from Funding Account):Billing Bank - Bank Account Number:Billing Type of Account:
Checking Savings ☐ ☐
Requested Activity Transaction Processing Information
Annual Check Sales Average Transaction
352,000 1,200
Please provide accurate estimates of your expected ACH and/or Check21 activity. This information will be used during underwriting as a guide to establish your
transaction limits. Requested amounts below are subject to approval by OpenEdge Risk Management
Highest Single Monthly Amount $Highest Single Transaction Amount $
97,500 26,000
OpenEdge Check Services Requested - Please select all that apply. Estimate usgae % for each selection (Must total 100%)
Paper Check Conversion - Remote Deposit Capture: Please Note: Hardware is required for these Transaction Types
☐I receive paper checks through the mail or in a lockbox.ARC 0%
☐I receive paper checks at the time of the sale. I later process and convert them to an electronic payment.BOC 0%
☐I receive paper checks at the time of the sale and I process and convert them at the same time to an electronic payment.POP 0%
Electronic Check (a paper check is not presented)
☑I have written pre-arranged agreements with my consumers to debit or credit their personal bank account for the goods or
service I sell.PPD 51%
☐I take transactions on a phone call from my consumers.TEL 0%
☑Payments are submitted to me via a website, shopping cart or similar method.WEB 49%
☐We have pre-arranged written agreements with our Corporate Partner authorizing us to debit or credit their bank accounts.CCD 0%
Additional Services Available
☐Check Verification Services ☐Check 21 (AIR)
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CONFIDENTIAL2 of 1208-20-GPI-ACH
EMAIL NOTIFICATION
Please send email notifications of returned items☑
Primary Email Address jleon@ci.vernon.ca.us Secondary Email Address
AUTO RE-PRESENTMENT
Would you like OpenEdge to automatically re-present ACH and/or Check21 NFS returns?
Yes No If yes, please complete Re-Presentment Options below.☐ ☑
ACH RE-PRESENTMENT OPTIONS
Face Amount - Maximum Number of Re-Presentments (select one): 2 1 ☐ ☐
Timing of Re-Presentment: of Days (0=immediately)
CHECK21 RE-PRESENTMENT OPTIONS
Face Amount - Maximum Number of Re-Presentments (select one): 1 ☐
Timing of Re-Presentment: of Days (0=immediately)
Corporate Officers or Principal (A Principal is an Owner; or, If a Public Corporation Senior Officers Starting With CFO, CEO or President.)
Name of Principal:Title of Principal:% Owned:Phone Number:Residential Address, City, State, Zip:
Carlos Fandino Administrator 0% (323) 583-8811 4305 S. Santa Fe Ave, Vernon, CA, 90058
% , , ,
% , , ,
Personal Guarantee
As a primary inducement to OpenEdge Payments LLC (“OpenEdge”) to enter into this Agreement, the persons indicated and signing below (the “Guarantor(s)”)
do jointly and severally, unconditionally and irrevocably, guarantee the continuing full and faithful performance and payment by Merchant of each of its duties and
obligations to OpenEdge pursuant to this Agreement, as it now exists or amended from time to time, with or without notice. Guarantor(s) understands that
OpenEdge may proceed directly against Guarantor(s) without first exhausting its remedies against any other person or entity responsible therefore to it or any
security held by OpenEdge or Merchant. This guarantee will not be discharged or affected by the death of Guarantor(s), will bind all heirs, administrators,
representatives and assigns and may be enforced by or for the benefit of any successor of OpenEdge. Guarantor(s) understand that the inducement to OpenEdge to
enter into this Agreement is consideration for the guarantee, and that this guarantee remains in full force and affect even if the Guarantor(s) receive no additional
benefit from the guarantee. This guarantee shall not be discharged or otherwise affected by any waiver, indulgence, compromise, settlement, extension of credit, or
variations of terms of this Agreement. Guarantor(s) agree to promptly provide to OpenEdge or its agents any information requested by any of them from time to
time concerning its financial conditions(s), business relationships, business history, and employment information. Guarantor(s) have read, understand, and agree to
be bound by the terms and conditions set forth in this Merchant Application as well as the OpenEdge Check Services Agreement, and certifies that all information
provided in these applications is true and correct and complete. Guarantor(s) authorize OpenEdge or any credit reporting agency employed by OpenEdge or any
agent of OpenEdge, to make whatever inquires OpenEdge deems appropriate to investigate, verify or research references, statements or data obtained for the
purpose of this Merchant Application.
Print Name:Social Security #:Date of Birth:
Street Address:City/State/Zip:Years at Address:
, ,
Home Phone:Email Address:
Signature:Date:
Print Name:Social Security #:Date of Birth:
Street Address:City/State/Zip:Years at Address:
, ,
Home Phone:Email Address:
Signature:Date:
Signature
The undersigned is duly authorized to sign on behalf of the Merchant and to bind the Merchant to the terms and conditions set forth in this Merchant Application
and the OpenEdge Check Services Agreement ("Agreement"), which terms and conditions are acknowledged and agreed to by the Merchant, and certifies that all
information provided in this Merchant Application is true, correct and complete. The undersigned signing on behalf of the Merchant is a legal resident of the
United States of America, is at least 18 years of age, and authorizes OpenEdge or any credit reporting agency employed by OpenEdge or any agent of OpenEdge,
to make whatever inquiries OpenEdge deems appropriate to investigate, verify or research references, statements or data obtained from Merchant for the purpose
of this Merchant Application. The undersigned, on behalf of the Merchant, authorizes OpenEdge to initiate automated deposit or debit (ACH) entries to the
Merchant's bank account as indicated on this Merchant Application or subsequently provided by Merchant.
Print Name of Authorized Signer:Title of Authorized Signer:
Signature:Date:
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AdministratorCarlos Fandino
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OPENEDGE CHECK SERVICES AGREEMENT
The OpenEdge Check Services Agreement (the ) consists of these Check Services Terms and Conditions and the Merchant Application and is“Agreement”
made by and among Merchant (or ) and OpenEdge Payments LLC (""). The Agreement governs Merchant’s use of OpenEdge Payments“you”OpenEdge
LLC's () OpenEdge Check services. By submitting a Merchant Application, in the form acceptable to OpenEdge, or by using or attempting to"OpenEdge"
use the OpenEdge check services, Merchant acknowledges its receipt of this Agreement and agrees to be bound by these terms.
1. OPENEDGE RESPONSIBILITIES
1.1. The Services. OpenEdge will make available to Merchant electronic check processing and related services () which shall include“Services”
the following:
(a) Intelligent Routing Services.OpenEdge will utilize its Intelligent Routing Services in processing Merchant’s check-present
transactions. Intelligent routing services will first attempt to route the transaction using the ACH Services, and if that fails, OpenEdge will then
attempt to route the transaction using the Check21 Services providing that an image of the check is presented for processing.
(b) ACH Services.OpenEdge will process and settle the automated clearing house("") transactions presented by Merchant as theACH
originator, including, but not limited to: (i) processing checks via ACH (categorized as POP, ARC, BOC, TEL, WEB, PPD, and CCD under the
NACHA Rules; (iv) customer activation and approval, (v) security and recovery; (vi) customer and other “back office” services; (vii) check
return services; and (viii) transmission of files to the Originating Depository Financial Institution (). OpenEdge will provide Merchant“ODFI.”
with software which provides the capability to process recurring transactions for WEB, PPD and CCD transaction types.
(c) Check21 Services.OpenEdge will deliver to Merchant software which provides the capability to interface with hardware that scans
checks and associated paper-remittances to: (i) create an electronic image of the front and back of the check and any associated paper
remittance items; (ii) provide the ability to validate the CAR/LAR payment amount and other information on the items; (iii) create an account
receivable interface output file; (iv) create a transmission file that will ultimately be converted into ACH and/or x9 file format or its successors,
and transmit such file to the ODFI; (v) create image archives of all items scanned; (vi) provide intranet and internet-based archive access; and
(vii) provide a web-based gateway portal that allows for other capabilities such as electronic checks.
(d) Check Verification Services.OpenEdge will match checks provided by Merchant’s customers to the customer’s checking account and
compare the account to a database of accounts that have a history of returns.
1.2. Software and Support.OpenEdge will provide Merchant software used in connection with the Services to enable remote capture, deposits
and check verification through the ACH and other methods (""). OpenEdge will make available to Merchant an adequate amount of initialSoftware
materials and supplies necessary for Merchant to complete initial customer transactions. OpenEdge will train Merchant on the procedures and rules
applicable to the Services and the operation of appropriate terminals. OpenEdge will receive and respond to Merchant’s inquiries regarding the
Services via email and telephone. Merchant may obtain support by using the appropriate number(s) and email addresses found at
https://www.globalpaymentsintegrated.com/en-us/company/contact.
1.3. Merchant Data.OpenEdge may provide its third party service providers with information about Merchant ("") in order toMerchant Data
enable Merchant to access the Services. Merchant authorizes OpenEdge to provide the data derived pursuant to Merchant’s use of the Services and
Merchant Data to OpenEdge’s third party service providers.
1.4. Optional Additional Service.From time to time, OpenEdge may make available to Merchant additional services and any such services
accepted by Merchant shall be described in addenda to this Agreement reflecting the details of and any fees associated with such service.
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1.5. Disclaimer of Warranties.OpenEdge does not make, and hereby expressly disclaims, any express or implied warranties or conditions
with respect to the Software, its intellectual property or the Services, or any authorization provided under this Agreement, including but not limited
to the implied warranties of merchantability, suitability, satisfactory quality, non-infringement, or fitness for a particular purpose. Further,
OpenEdge does not warrant: (a) the Software will be error-free or uninterrupted; (b) the Software will be compatible with any hardware except the
hardware supplied by or otherwise approved by OpenEdge; or (c) the Software will integrate with any other computer system. All Services and
deliverables described in this Agreement are on an “as is” basis.
2. MERCHANT RESPONSIBILITIES
2.1. Hardware and Software. Merchant will provide and maintain all computer hardware, peripherals, device drivers, third party operating
systems, and other third party software which may be required to operate the Software and/or receive the Services. Merchant will ensure the
compatibility of Merchant’s computer hardware, peripherals, device drivers, third party operating systems, and other third party software with the
Software. Merchant will provide a safe and suitable location for installation, use, and operation of the Software in accordance with any instructions
that may be reasonably specified by OpenEdge. Merchant shall be responsible for (a) ensuring that only authorized users of such systems or portals
access the same; (b) keeping all logins, user names, and passwords confidential; and (c) promptly notifying OpenEdge of any unauthorized access of
such logins, user names, or passwords; and (d) all actions taken by anyone using such access, logins, user names, or passwords, even if such actions
were not authorized by Merchant.
2.2. Cooperation. Merchant will cooperate with OpenEdge by providing access to Merchant’s information, resources and personnel as
reasonably requested. OpenEdge shall have the right from time to time, upon reasonable prior notice, to review Merchant’s use of the Software to
verify compliance with this Agreement. Merchant shall allow OpenEdge to perform a site survey at Merchant’s location within 5 days of its request.
Merchant will provide OpenEdge financial statements and other financial information as requested from time to time. If requested, Merchant will
furnish to OpenEdge upon request a financial statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year.
2.3. Software Restrictions. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with
OpenEdge. Merchant will not use the Software except as specifically provided in this Agreement. Merchant shall not copy, decompile, disassemble
or otherwise reverse-engineer or reproduce, or knowingly allow others, including without limitation, customers, resellers or others, to perform such
reverse-engineering of the Software.
2.4. Representations and Warranties. Merchant represents and warrants to OpenEdge that: (a) Merchant is (i) a legal resident of the United
States of America of at least 18 years of age, or (ii) a corporation or a limited liability company authorized, validly existing and in good standing
under the laws of the United States and the State set forth on the Merchant Application; (b) Merchant has full authority and corporate power to enter
into this Agreement and to perform the obligations of this Agreement; (c) Merchant’s performance of the terms of this Agreement will not violate
any applicable law or regulation or any agreement to which Merchant may now or hereafter be bound; (d) this Agreement represents a valid
obligation of Merchant and is fully enforceable against Merchant; (e) Merchant will comply with the terms of this Agreement and will ensure that its
third party service providers do the same, and (f) all transactions submitted by Merchant to OpenEdge will be for bona fide transactions with
Merchant’s customers.
2.5. Compliance With Laws. Merchant agrees to comply with all policies and procedures provided by OpenEdge, all payment network rules
and regulations and all applicable state, federal and local laws, rules and regulations, further described below in section 4.2. Merchant will assist
OpenEdge in complying with all laws which are applicable to any transaction or this Agreement. Merchant understands that Merchant may not rely
on, and OpenEdge will not be liable for, any advice OpenEdge may provide to Merchant about compliance with various laws.
2.6. Returns and Chargebacks. Merchant is fully liable for all transactions returned for whatever reason. Merchant will pay on demand the
value of all ACH rejections ("") all transactions which a bank account holder claims it did not authorize (""). MerchantReturnsChargebacks
authorizes OpenEdge to recoup from incoming transactions and to debit Merchant’s Bank Settlement Account and the Reserve Account for the
amount of all Returns and Chargebacks.
2.7. Merchant Application. Merchant represents and warrants to OpenEdge that all information in the Merchant Application is correct and
complete. Merchant must notify OpenEdge in writing of any changes to the information in the Merchant Application, including but not limited to,
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new locations change to the type of goods or services provided and changes to the manner in which sales are conducted (i.e. by telephone, mail,orin
person). OpenEdge must receive the notice within 10 business days of the change. Merchant is liable to OpenEdge for all losses and
expensesOpenEdge incurs arising out of Merchant’s failure to report changes to OpenEdge. OpenEdge may immediately terminate this Agreement
upon notification by Merchant of a change to the information in the Merchant Application.
2.8. Exclusivity. During the term of this Agreement, Merchant will not enter into an agreement with any other entity that provides services
similar to the Services without OpenEdge’s written consent.
2.9. Authorizations. Merchant authorizes OpenEdge to audit Merchant’s records, systems, processes or procedures to confirm compliance with
this Agreement. Merchant will obtain, and will submit a copy of, an audit of Merchant’s business when requested by OpenEdge. Merchant
authorizes OpenEdge to make any credit inquiries OpenEdge considers necessary to review the acceptance and continuation of this Agreement.
Merchant also authorizes any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that
information to OpenEdge.
3. FEES, SETTLEMENT, SECURITY INTEREST AND RECOUPMENT
3.1. Authorization.Merchant authorizes OpenEdge to present ACH debits and credits to Merchant’s settlement account ("")Settlement Account
in the amount of fees and other payments due by Merchant under the Agreement. This ACH authorization will remain in effect after termination of
this Agreement, and until such time as OpenEdge has received written notice terminating this authorization and all Merchant’s obligations to
OpenEdge have been paid in full. Merchant is solely liable for all fees and charges assessed by its financial institution, including all overdraft and
non-sufficient fund charges, and Merchant irrevocably releases OpenEdge and holds OpenEdge harmless from the same fees and charges, regardless
of cause. OpenEdge is not liable for any delays in receipt of funds or errors in debit and credit entries caused by unaffiliated third parties including
but not limited to, a clearing house or Merchant’s financial institution.
3.2. Fees.Merchant will pay OpenEdge fees (“”) for the Services and equipment in accordance with the rates set forth in the MerchantFees
Application. OpenEdge reserves the right to adjust the Fees at any time. Merchant’s continued use of the applicable Services beyond the effective
date of the price change will be deemed Merchant’s consent to such price change. Merchant will pay all taxes and other charges imposed by any
governmental authority.
3.3. Other Amounts Owed.Merchant will immediately pay to OpenEdge any amount incurred by OpenEdge attributable to this Agreement
including but not limited to Returns, Chargebacks, non-sufficient fund charges, and ACH debits that overdraw the Settlement Account, Reserve
Account or are otherwise dishonored. OpenEdge will debit via ACH the Settlement Account, Reserve Account, or any other account Merchant has
at any financial institution, for any amount Merchant owes OpenEdge under this Agreement or under any other contract, note, or guaranty, now
existing or later entered into between Merchant and OpenEdge, whether Merchant’s obligation is direct, indirect, primary, secondary, fixed,
contingent, joint or several. If such debit does not fully reimburse OpenEdge for the amount owed, Merchant will immediately pay OpenEdge such
amount.
3.4. Charges and Settlement Procedures, Settlement Account.
(a)Settlement.Merchant will designate and maintain a Settlement Account with a balance of available funds sufficient to cover Merchant’s
obligations under this Agreement. OpenEdge will debit the Fees from the Settlement Account once each business day for the previous business
day’s activity, once each month for the previous month’s activity, or will set off the Fees from the funds due to Merchant attributable to
transactions presented to OpenEdge, in its discretion.
(b) Authorization. Merchant irrevocably authorizes OpenEdge to credit and debit the amounts Merchant owes OpenEdge for Fees and the
amounts OpenEdge owes Merchant from and to the Settlement Account. This authority will remain in full force and effect for at least 2 years
after termination of this Agreement whether or not Merchant has notified OpenEdge of a change to the Settlement Account. Merchant must
obtain its prior written consent to change the Settlement Account. If Merchant changes the Settlement Account without OpenEdge’s consent,
OpenEdge may immediately terminate this Agreement and may take other action OpenEdge deems necessary, in its sole discretion. Merchant
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also authorizes the financial institution(s) at which Merchant maintains its Settlement Account to act in accordance with instructions from
OpenEdge regarding funds in the Settlement Account, including transferring funds in the Settlement Account to OpenEdge. Merchant will
indemnify and hold harmless the financial institution(s) at which Merchant maintains Merchant’s Settlement Account.
(c) Withholding. Merchant agrees that this Agreement is a contract of financial accommodation within the meaning of the Bankruptcy Code, 11
U.S.C § 365 as amended from time to time. OpenEdge will deposit into the Settlement Account funds processed by Merchant and will provide
Merchant provisional credit for such funds (less recoupment of any credits, adjustments, fines, Returns, Chargebacks, Fees or other costs). Final
credit for those provisional funds will be granted in OpenEdge’s sole discretion. OpenEdge, and not Merchant, owns all provisional funds, and title
to such funds does not pass to Merchant until all amounts owed to OpenEdge are paid or recouped and OpenEdge deems such provisional credit
final, in its reasonable discretion. Merchant understands and agrees that OpenEdge may withhold deposit and payment to Merchant without notice if
OpenEdge determines, in its sole discretion, that a transaction or batch of transactions poses a risk of loss. OpenEdge is not responsible for any
losses Merchant may incur, including but not limited to non-sufficient fund fees, due to such delayed deposit of funds. Merchant acknowledges that
Merchant’s obligation to OpenEdge for all amounts owed under this Agreement arises out of the same transactions as its obligation to deposit funds
into the Settlement Account.
(d) Deposits. OpenEdge will initiate a deposit to the Settlement Account upon receipt of funds. The deposit will be initiated the next business day
following the funding hold period. The funding hold is determined during the underwriting process. Business days shall include any Monday
through Friday, excluding holidays observed by the Federal Reserve. Merchant authorizes OpenEdge to initiate reversal or adjustment entries and
initiate or suspend such entries as may be necessary to grant Merchant conditional credit for any entry.
(e) Reports and Asserted Errors. A statement detailing the Fees will be made available to Merchant at www.myxcheckonline.com. Merchant
must promptly examine all statements, and immediately notify OpenEdge in writing of any errors. Merchant’s written notice must include: (a)
Merchant’s name and account number; (b) the dollar amount of the asserted error; (c) a description of the asserted error; and (d) an explanation of
why Merchant believes an error exists and the cause of it, if known. That written notice must be received by OpenEdge within 30 calendar days after
the applicable statement containing the asserted error was made available to Merchant. Merchant waives all rights to make any claim against
OpenEdge or any other party for any loss or expense relating to any asserted error after such 30-day period.
3.5. Security Interests, Reserve Account, Recoupment and Set-Off.
(a) Security Interests. This Agreement is a security agreement under the Uniform Commercial Code. Merchant grants to OpenEdge a
security interest in and lien upon: (a) all funds at any time in the Settlement Account, regardless of the source of such funds; (b) all funds at any
time in the Reserve Account, regardless of the source of such funds; and (c) any and all amounts which may be due to Merchant under this
Agreement including, without limitation, all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets
”). Merchant agrees to provide other collateral or security to OpenEdge to secure Merchant’s obligations under this Agreement upon its
request. These security interests and liens will secure all of Merchant’s obligations under this Agreement and any other agreements now
existing or later entered into between Merchant and OpenEdge. This security interest may be exercised by OpenEdge without notice or demand
of any kind by making an immediate withdrawal or freezing the Secured Assets.
(b) Perfection.Upon request by OpenEdge, Merchant will execute one or more financing statements, security agreements, account control
agreements, or other documents to evidence this security interest. Merchant represents and warrants that no other person or entity has a security
interest in the Secured Assets. Merchant will obtain OpenEdge’s written consent prior to granting a security interest of any kind in the Secured
Assets to a third party. Merchant agrees that this is a contract of recoupment and OpenEdge is not required to file a motion for relief from a
bankruptcy automatic stay in order for OpenEdge to foreclose on, collect or sell any of the collateral (including any Settlement Account and/or
Reserve Account). Nevertheless, Merchant agrees not to contest or object to any motion for relief from the automatic stay filed by OpenEdge.
Merchant authorizes OpenEdge and appoints OpenEdge as Merchant’s attorney in fact to sign Merchant’s name to any financing statement
used for the perfection of any security interest or lien granted hereunder.
(c) Reserve Account. OpenEdge may establish and maintain a non-interest bearing deposit account on Merchant’s behalf (“Reserve
”) at a financial institution OpenEdge chooses, initially or at any time in the future, and may fund the Reserve Account with sumsAccount
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sufficient to satisfy Merchant’s current and future obligations as determined by OpenEdge. Merchant authorizes OpenEdge to debit the Settlement
Account or any other account Merchant has at any financial institution in order to establish or maintain funds in the Reserve Account. OpenEdge
may deposit into the OpenEdge may, without notice Reserve Account funds OpenEdge would otherwise be obligated to pay Merchant for the
purpose of establishing,maintaining or increasing the Reserve Account in accordance with this Section if OpenEdge determines such action is
reasonably necessary to protect its interests.to Merchant, apply deposits in the Reserve Account against any outstanding amounts Merchant owes
under this Agreement or any other agreement between Merchant and OpenEdge. Also, OpenEdge may exercise its rights under this Agreement
against the Reserve Account to collect any amounts due to OpenEdge including, without limitation, rights of set-off and recoupment.
(d) Funds in the Reserve Account. Merchant agrees that Merchant will not use any funds in the Reserve Account for any purpose, including but
not limited to paying Chargebacks, Fees, fines or other amounts Merchant owes OpenEdge under this Agreement. OpenEdge controls all funds in
the Reserve Account, and OpenEdge (and not Merchant) shall have sole control of the Reserve Account. Merchant shall have no ownership interest
or property rights in the Reserve Account or the funds therein, will not receive any interest on funds being held in a Reserve Account, and Merchant
has no right to access the funds being held in the Reserve Account or otherwise transfer, pledge or use these funds for its own purposes.
(e) Risk-Exposing Activity. In addition to any of the other rights granted to OpenEdge hereunder, in the event that OpenEdge, at any time
during the term of this Agreement, determines in its commercially reasonable discretion that it may be prudent or necessary to do so as a result of
any unusual, suspicious, or risk-exposing activity (including, without limitation, money laundering, invalid sales transactions, counterfeit
transactions, altered or duplicate transactions, activity related to a suspected data compromise event or other breach of security standards, or
excessive chargebacks), then OpenEdge may, without notice, hold funds otherwise payable to Merchant for such period as OpenEdge, in its
commercially reasonable discretion, deems necessary, to provide security against liability for such activity, plus other costs or liabilities reasonably
anticipated to be due to OpenEdge related to the same. To the extent (i) the investigation conducted by OpenEdge with respect to the unusual,
suspicious, or risk-exposing activity determines that such activity is reasonably likely to result in amounts being due from Merchant to OpenEdge,
and (ii) OpenEdge requires the establishment, replenishment, or increase of a Reserve Account in connection therewith, then the funds held may be
used to fund such Reserve Account.
(f) Recoupment and Set Off. OpenEdge has the right of recoupment and set-off. This means that OpenEdge may offset or recoup any
outstanding/uncollected amounts owed by Merchant from: (a) any amounts OpenEdge would otherwise be obligated to deposit into the Settlement
Account or Reserve Account; (b) any other amounts OpenEdge may owe Merchant under this Agreement or any other agreement; and (c) any funds
in the Settlement Account or Reserve Account. Merchant acknowledges that in the event of a bankruptcy proceeding, in order for Merchant to
provide adequate protection under Bankruptcy Code § 362 and/or 365 to OpenEdge, Merchant must create or maintain the Reserve Account as
required by OpenEdge, and OpenEdge must have the right to offset and recoup against the Reserve Account for any and all obligations which
Merchant may owe to OpenEdge, without regard to whether the obligations relate to transactions initiated or created before or after the filing of the
bankruptcy petition.
(g) Remedies Cumulative. The rights and remedies conferred upon OpenEdge in this Agreement, at law or in equity, are not intended to be
exclusive of each other. Rather, each and every right of ours under this Agreement, at law or in equity, will be cumulative and concurrent and in
addition to every other right.
4. THIRD PARTY REQUIREMENTS.
4.1. NACHA Requirements.Merchant authorizes OpenEdge, as a third party sender (as defined in the National Automated Clearing House
Association rules ("")), to act as Merchant’s agent in processing ACH entries or check image deposits for Merchant, andNACHA Rules
acknowledges its understanding that OpenEdge will establish one or more clearing accounts with, and submit ACH entries or deposits on
Merchant’s behalf, to, an ODFI selected by OpenEdge.
4.2. Originator Rules.Merchant: (a) assumes the responsibilities of and makes the warranties of an Originator (as defined in the NACHA
Rules) and agrees to reimburse OpenEdge and the ODFI for returns, reversals, adjustments, reclamations and warranty claims and responsibilities
related to Merchant’s ACH entries or check image deposits; (b) agrees to comply with the NACHA Rules, including but not limited to the
requirements of Article Three (Obligations of Originators), Article Five (Obligations of Third-Party Senders) and if international ACH entries are
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initiated by Merchant, the NACHA Rules applicable to IAT ACH entries, all of which are available at www.nacha.org; (c) agrees to comply with all
applicable state and federal laws, rules and regulations, including but not limited to sanction laws administered by the Office of Foreign Assets Control
(OFAC), rules and orders administered by the Financial Crimes Enforcement Network (FinCEN) the Electronic Funds Transfer Act(EFTA), the
Unlawful Internet Gambling Enforcement Act, the Check Clearing for the 21st Century Act, and Federal Reserve Board Regulation E (the foregoing
along with the NACHA Rules are, collectively, the “”); and (d) acknowledges that ACH entries may not be initiated orApplicable Laws and Rules
deposits made that violate the Applicable Laws and Rules.
4.3. Entries and Authorizations.Merchant represents and warrants as to each ACH entry that Merchant has obtained the necessary authorizations
under the Applicable Laws and Rules and that Merchant shall not initiate any funds transfer after the authorization for the same has been revoked (or the
agreement between Merchant and OpenEdge has been terminated). With respect to each entry OpenEdge sends to the ODFI on Merchant’s behalf,
Merchant represents and warrants to OpenEdge and the ODFI that such entry is in compliance with the Applicable Laws and Rules, that no such entry
violates United States law, and that such entry complies with the laws and payment system rules of the receiving country.Merchant acknowledges that
OpenEdge, the ODFI and other parties must comply with the Applicable Laws and Rules. The performance by each of these parties, including the ODFI,
of obligations with respect to such entries may cause delays in processing, settlement and/or availability of the entries. Merchant waives and releases
OpenEdge and the ODFI from any liability or obligation, including, but not limited to, funds availability obligations, caused by or arising out of any such
delay associated with such entries.
4.4. Review. Merchant understands that OpenEdge and the ODFI have the right to: (a) review, monitor and audit Merchant’s ACH transactions,
processes and procedures for compliance with this Agreement and the Applicable Laws and Rules; (b) limit the amount of ACH entries processed for
Merchant; and (c) suspend, discontinue or terminate processing based on their assessment of the risk posed to OpenEdge, the ODFI and/or the breach or
termination of Merchant’s agreements with OpenEdge.
4.5. Accuracy of Information and Errors.Merchant is responsible for the accuracy and adequacy of the data Merchant or OpenEdge provides to
the ODFI. Merchant authorizes the ODFI to act on any instruction which has been or reasonably appears to have been sent by OpenEdge or Merchant,
including but not limited to funds transfer instructions. The ODFI is not obliged to take any further steps to confirm or authenticate such instructions and
will act on them without getting further confirmation. Merchant understands that if Merchant or OpenEdge provides the ODFI with incorrect information
or if there is any error in the instruction Merchant accepts full responsibility for losses resulting from any of the errors, duplication, ambiguities or fraud
in the information that was provided to the ODFI. Neither OpenEdge nor the ODFI is responsible to third parties (including, but not limited to, third
party service providers and the third parties to whom wire or ACH debit or credits are transmitted. Merchant shall defend, indemnify and hold the ODFI
harmless from, the actions or omissions of OpenEdge, and Merchant shall defend, indemnify and hold both OpenEdge and the ODFI harmless from any
claim made against OpenEdge or the ODFI arising out of Merchant’s use of the Services, breach of this Agreement, or breach of the Applicable Laws
and Rules. IN NO EVENT WILL OPENEDGE OR THE ODFI BE LIABLE OR RESPONSIBLE FOR, AND MERCHANT BEARS ALL RISK
ASSOCIATED WITH, FOREIGN EXCHANGE CONVERSION AND ANY GAINS AND LOSSES RESULTING FROM THE CONVERSION OF
CURRENCIES IN CONNECTION WITH ANY ENTRY.
4.6. Survival of Section 4. This section 4 shall survive the termination of the agreement between OpenEdge and the ODFI. Notwithstanding
anything to the contrary elsewhere in the Agreement, the ODFI shall be considered an intended beneficiary of this section 4 and is entitled to enforce its
terms. This section 4 is agreed to in consideration of the ODFI’s agreement to serve as the ODFI. Merchant waives notice of the ODFI’s acceptance of
this section 4.
5. CONFIDENTIAL INFORMATION
5.1. Information. For purposes of this Agreement “” means information belonging or relating to OpenEdge’s business,Confidential Information
including without limitation, the Software, its technology, the method of processing transactions, computer programs, software, message formats,
procedures, forms, related materials, this Agreement, client lists, client information and pricing information. Merchant acknowledges that the
Confidential Information has been developed through the expenditure of a significant amount of effort and resources. Merchant will not use for
Merchant’s own purposes, will not disclose to any third party, and will retain in strictest confidence all Confidential Information. Merchant will
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safeguard the Confidential Information by using the same degree of care and discretion that Merchant uses to protect Merchant’s own confidential
information.
5.2. Remedy. Merchant agrees that the Confidential Information constitutes trade secrets and that disclosures to others may result in loss or irreparable
damage. Thus, if Merchant breaches this section 5, OpenEdge will be entitled to injunctive relief in addition to any other rights to which OpenEdge may
be entitled, without the necessity of proof of actual damages.
6. TERM AND TERMINATION
6.1. Term. This Agreement will have an initial term of 1 year. After the initial term of this Agreement, this Agreement will be automatically extended
for successive 1 year periods on the same terms, unless Merchant gives OpenEdge written notice of termination at least 60 days prior to the expiration of
the then-current term.
6.2. Termination.The parties will have the following rights:
(a) Termination by OpenEdge.OpenEdge may terminate this Agreement for any reason without prior notice at any time, which termination shall
be effective immediately.
(b) Termination by Merchant. Merchant has no right to terminate this Agreement except as provided in this subsection. If OpenEdge fails to
perform its obligations under this Agreement, and Merchant desires to terminate or suspend performance of this Agreement, then Merchant must give
written notice to OpenEdge stating such intent, identifying the nonperformance, and giving OpenEdge the opportunity to remedy such nonperformance
for a period of 60 days following the date notice is given. Upon expiration of such 60-day cure period, if the performance has not been remedied,
Merchant may terminate or suspend performance of this Agreement.
6.3. Early Termination. If Merchant terminates this Agreement before the end of the initial term or any renewal term in violation of this Agreement,
Merchant will immediately pay OpenEdge, as a deconversion cost, an early termination fee equal to $99.00. Merchant agrees that the early termination
fee is not a penalty, but rather is reasonable in light of the financial harm caused by Merchant’s early termination. Other remedies OpenEdge may have
under this Agreement still apply.
6.4 Effect of Termination. All of Merchant’s obligations regarding transactions OpenEdge processes under this Agreement will survive termination.
Merchant must maintain in the Settlement Account and Reserve Account enough funds to cover all Chargebacks, deposit charges, obligations, refunds
and fees incurred by Merchant for at least 2 years after termination of this Agreement. Merchant authorizes OpenEdge to charge those accounts, or any
other account maintained under this Agreement, for all such amounts. If the amount in the Settlement Account or Reserve Account is not adequate,
Merchant will pay OpenEdge the amount Merchant owes OpenEdge upon demand, together with all costs and expenses incurred to collect that amount,
including reasonable attorneys’ fees. After the expiration of such 2-year period Merchant must provide OpenEdge with written notification indicating
Merchant desires a release of any funds remaining in the Reserve Account in order to receive such funds.
7. INDEMNIFICATION AND LIMITATION OF LIABILITY.
7.1. Indemnification. Merchant will hold harmless and indemnify OpenEdge, its employees and agents against: (a) all claims by third parties arising
out of this Agreement; (b) all attorneys’ fees, collection costs, and other costs and expenses paid or incurred by OpenEdge in the enforcement of this
Agreement, including but not limited to those resulting from any breach by Merchant of this Agreement and those related to any bankruptcy proceeding;
(c) any action OpenEdge takes against the Settlement Account, Reserve Account, or any other account, pursuant to this Agreement; (d) any failure by
Merchant or Merchant’s employees, agents, or affiliates to comply with the terms of this Agreement; and (e) any damage due to equipment or software
not purchased or leased from OpenEdge. This indemnification shall survive termination of this Agreement. Merchant is responsible and liable for the acts
and omissions of Merchant’s employees, agents and representatives (whether or not acting within the scope of their duties).
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7.2. Limitation of Liability. To the maximum extent not prohibited by law, any liability of OpenEdge under this Agreement, whether to Merchant
or any other party, whatever the basis of the liability, shall not exceed in the aggregate the difference between (a) the amount of Fees paid by Merchant to
OpenEdge during the month in which the transaction out of which the liability arose occurred; and (b) assessments, Chargebacks, and offsets against
such Fees which arose during such month. In the event more than one month is involved, the aggregate amount of its liability shall not exceed the lowest
amount determined in accordance with the foregoing calculation for any one month involved. Neither OpenEdge, nor any of its agents, officers, directors,
or employees shall be liable for indirect, special, or consequential damages, even if advised of the possibility of such damages.
8. GENERAL
8.1. Assignment. Merchant may not assign this Agreement or the rights under this Agreement without OpenEdge’s prior written consent and any
purported assignment without such consent shall be void. This Agreement will be binding upon and inure to the benefit of the respective successors and
permitted assigns of the parties. OpenEdge may use third parties to deliver the Services to Merchant. OpenEdge may assign this Agreement to any third
party upon giving notice to Merchant.
8.2. Governing Law and Jurisdiction. This Agreement shall be exclusively governed by and construed according to the laws of the State of
Delaware. The parties irrevocably submit to the exclusive jurisdiction of any state court in State of Georgia (and any federal court having jurisdiction in
Fulton County, Georgia), in any action, suit or proceeding brought under this Agreement and waive, to the fullest extent it may do so, the defense of
forum non conveniens.
8.3. Waiver of Trial by Jury. The parties irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or relating to this
Agreement or the transactions contemplated by this Agreement
8.4. Relationship of the Parties. Merchant designates OpenEdge as its agent to receive payments for transactions processed pursuant to this
Agreement. OpenEdge shall not be considered a partner or fiduciary to Merchant, and nothing in this Agreement or the rendition of services related to
this Agreement shall be deemed to create a joint venture, partnership, or fiduciary relationship between or among the parties. Rather, the relationship
among the parties to this Agreement is an arm’s length commercial relationship.
8.5. Entire Agreement. The terms of the Merchant Application, are incorporated into the Agreement by reference. The terms of the Merchant
Application and this Agreement set forth the entire understanding between OpenEdge and Merchant relating to its subject matter, and all other
understandings, written or oral, are superseded.
8.6. No Waiver of Rights. No failure or delay by OpenEdge in exercising any power, right or remedy under this Agreement shall operate as a
waiver. All waivers by OpenEdge must be in writing and signed by OpenEdge.
8.7. Voidness. If for any reason any court of competent jurisdiction finds any provision of this Agreement to be void or voidable, OpenEdge and
Merchant agree that the court may reform such provision(s) to render the provision(s) enforceable ensuring that the restrictions and prohibitions
contained in this Agreement shall be effective to the fullest extent allowed under applicable law.
8.8. Construction of Terms. The captions used in this Agreement are inserted for convenience only and will not affect the interpretation of any
provision. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against any party. Section 1.3, sections 2.2 through 2.8, section 3, section 4, section 5, sections 6.3 and 6.4, section 7,
and section 8 of this Agreement shall survive its termination.
8.9. Copies. A facsimile of the Merchant Application or this Agreement bearing a party’s signature or a printed copy of the original, signed document
scanned in .pdf or .tiff format shall have the same legal force and effect as an original of such signature and shall be treated as an original document for
evidentiary purposes.
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8.10. Force Majeure. The parties shall be released from liability under this Agreement for failure to perform any of the obligations where such failure
to perform occurs by reason of any force majeure event, including, without limitation, act of God, fire, flood, storm, earthquake, tidal wave,
communication failure, sabotage, war, military or terrorist operation, national emergency, mechanical or electronic breakdown, civil commotion, or the
order requisition, request or recommendation of any government agency or acting governmental authority or either party’s compliance therewith, or
governmental regulation or priority or any other cause beyond either party’s reasonable control whether similar or dissimilar to such causes.
8.11. Notice. Any notice required to be provided to Merchant by this Agreement will be effective when OpenEdge sends it to the email address
Merchant provided in the Merchant Application, to the physical address Merchant provided in the Merchant Application, or the most recent address
OpenEdge has in its records, by registered or certified mail or a nationally recognized overnight courier, at its option. Any notice required to be provided
to OpenEdge by this Agreement will be effective when sent by registered or certified mail or a nationally recognized overnight courier to the following
address: OpenEdge Payments LLC 2675 West 600 North Lindon, Utah 84042 Attention: General Counsel.
8.12. Amendments to this Agreement and Merchant Application.OpenEdge shall have the right to modify or amend this Agreement,
including, without limitation, the right to modify, amend, or supplement applicable fees, charges, and/or discounts. Modifications and amendments
related to changes to the NACHA Rules, changes to the fees charged by third parties, or in response to changes in the Applicable Laws and Rules
(collectively, a “”) may be made effective immediately, with or without notice. Modifications or amendments unrelated to a ThirdThird Party Change
Party Change shall be effective upon the date specified in a notice to the Merchant (the “”), provided that the date shall not be fewer thanChange Notice
5 business days after the date of such Change Notice. Following the effective date of the Agreement, in the event of any modification or amendment not
related to a Third Party Change, Merchant shall have the right to terminate this Agreement, without liability for premature termination pursuant to section
6.3, by providing written notice thereof to OpenEdge; provided that such notice must be given within 5 business days following the date of the Change
Notice. Other than the amendments set forth above, this Agreement may be amended only in writing signed by OpenEdge and Merchant.
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EXHIBIT B
Fees
Summary of Fees
Check Not Present (WEB, TEL, PPD, CCD)Discount Fee Per Item FeeMonthly Volume
Tier 1 $ .01 - 5,000 0.9900 $ 0.3500
Tier 2 $ 5,001 - 20,000 0.8900 $ 0.3300
Tier 3 $ 20,001 - 50,000 0.7900 $ 0.3100
Tier 4 > $50,001 0.6900 $ 0.2900
Miscellaneous Fees Per Account
Account on File Fee $ 10.0000
Monthly Minimum Fee $ 15.0000
Application Fee $ 0.0000
ACH Return Transaction Fees Per Item Fee
Returns (Administrative)each $ 6.0000
Unauthorized Return Transaction Fee (Chargeback)each $ 25.0000
NACHA Web Mandate Verification each $ 0.2000
Verification each $ 0.1000
Initial:_____________
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1/24/23
City of Vernon
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