HomeMy WebLinkAboutRESOLUTION NO. 2023-34RESOLUTION NO. 2023-34
A RESOLUTION AUTHORIZING ENTERING INTO A PUBLIC SECTOR
PAYMENT PROCESSING AGREEMENT WITH i3 VERTICALS, LLC
WHEREAS, the City of Fairfax wants to be able to take card payments at the concession
stand; and
WHEREAS, the i3 Verticals, LLC is the card processor vendor the City of Fairfax uses;
and
WHEREAS, the vendor will provide the card readers for free and charge the customers
2.75% for a transaction fee with no fee to the City; and
WHEREAS, the Parks and Recreation Director is recommending the City of Fairfax enter
into this agreement; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Fairfax,
Iowa, that the City of Fairfax enter into a Public Sector Payment Processing Agreement with i3
Verticals, LLC for card payments at the concession stand.
BE IT FURTHER RESOLVED, that the Mayor Pro Tempore and City Clerk/Treasurer
are hereby authorized and directed to execute said resolution.
Passed and approved this 21 St day of March, 2023.
AYES: Nurre, Daly, Pacha, Volk, and Wainwright
NAYS: None
i
Marianne W
ATTEST:
Cy hia Stimson, City Clerk/Treasurer
Mayor Pro Tempore
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�lerchant Application
Please fill out the application completely.
Public Sector Merchant Information
Legal Name
City of Fairfax
Address 1
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Primary Contact Name
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Primary Phone Number
I Address 2 Website URL
City r� Primary Email
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Processing Information
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' Annual Sale Volume ($) 1000000 High Sale Amount
' MCC Code, If Known 9399
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Description of
' Products/Services
Misc Payments
Banl<ing Information
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Bank Name
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Routing Number (� Confirm Routing Number
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Account Number Confirm Account Number
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Fees
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2.75% for Credit and Debit transactions. Fees passed to card holder.
Authorized Signer
Full Name � � _ Title
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I declare that I have signing authority for the business named on this application and that the details furnished are true
and correct to the best of my knowledge and belief and I undertake to inform you of any changes therein, immediately.
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PAYMENT PROCESSING AGREEMENT
FOR SUB-MERCHANTS
This Payment Processing Agreement for Government Sub-merchants ("AgreemenY') sets forth the terms and conditions that govern the
Merchant Services to be provided by i3 Verticals, LLC dba BIS ("Provider") to its registered sub-merchants ("Sub-merchanY'). Merchant
Services inciude payment processing services provided by Provider as an agent of WorldPay, LLC ("Processo�") "), 8500 Governors Hill
Dr. Cincinnati, OH 45249, Provider and Fifth Third Bank (as such bank may change from time to time, the "Member Bank") pursuant to a
Payment Facilitator Merchant Agreement ("Processing AgreemenY') and payment gateway services. Processor and Member Bank are
collectively referred to as "Acquirer"). Provider is required to enter into this Agreement with its customers, who are "Sub-merchants" for
purposes of this Agreement and the Processing Agreement. Sub-merchant has registered to receive the Merchant Services more fully
described at www.i3verticals.com or www.bisonline.com (collectively, the "Website").
Sub-merchant has submitted an Application, the terms of which are incorporated herein. By its acceptance of the Application, Provider
agrees to provide Sub-merchant with certain payment processing services ("Services") in accordance with the terms of this Agreement
to facilitate Sub- merchant's acceptance of credit and debit card payments for goods and services provided to Cardholders. In consideration
of Sub-merchanYs receipt of credit or debit card funded payments, and participation in programs affiliated with MasterCard International
Inc. ("MasterCard"), VISA U.S.A. Inc ("VISA"), Discover Financial Services, LLC ("Discover"), and Other Networks (defined below)
(collectively, "Associations"), Sub-merchant is required to comply with the Operating Regulations (defined below) as they pertain to
applicable credit and debit card payments.
Provider and Sub-merchant agree as follows:
1. Definitions. Unless otherwise defined above, all capitalized terms used in this Agreement shall have the meanings given to them
herein or in Appendix A attached to this Agreement.
2. Services. Provider is a registered PSP and Payment Facilitator as provided for in the Operating Regulations. Pursuant to the
Processing Agreement, Provider has arranged for Processor to acquire, process and settle payment for transactions initiated by Sub-
merchant's Payors, by means of Instruction Based Funding. Such acquiring, processing, and settlement shall be made in accordance
with the Operating Regulations using the channels set forth in the Application, which include: crediUdebit card and EFT (electronic
funds transfer) payments through the Website, (collectively "Payments"). Subject to processing delays and risk holds, Provider has
made arrangements as a Payment Facilitator to cause Payments to be made to Sub-merchant. Processor will periodically transfer
Payments to Sub-merchant's Account based upon instructions provided by Provider via lnstruction Based Funding.
3. Authorization. Sub-merchant hereby authorizes Provider to facilitate the crediting and debiting of the bank account described in its
Application ("Bank AccounY'), for purposes of depositing Payments to Sub-merchanYs Bank Account, debiting for chargebacks,
refunds and reversals, and performing underwriting and screening of its Appfication, including checks of Sub-merchanYs background,
credit, or banking information, as necessary, and agrees that all information obtained under this Agreement may be shared with an
Association. We reserve the right to suspend or terminate provision of Services to you at any time if we determine that your activities
(a) violate our Underwriting Policies or this Agreement; (b) are listed on the Restricted Businesses List; or (c) otherwise reflect
negatively on the brand or reputation of i3, Processor or Member Bank. Sub-merchant hereby authorizes Provider to facilitate the
debiting and crediting of the bank account described in its Application ("Bank AccounY'), for purposes of depositing Payments to Sub-
merchanYs Bank Account. Sub-merchant agrees keep this bank information up-to- date with Provider at all times. Failure to do so
may result in Payments being misdirected, withheld, or returned to its Payors. Provider shall in no event be liable for any damages
directly or indirectly resulting from incorrect bank information.
4. Sub-merchant Responsibilities.
4.1. Sub-merchant agrees to execute a direct processing agreement with Processor, in the form of the Merchant
Services Agreement for Sub-merchants provided by Processor, as a supplement to this Agreement, and will provide Provider with a
copy of such agreement upon request. In the event that more than $1,000,000 in Visa transactions and/or $1,000,000 in MasterCard
transactions (or such other amount provided by the Operating Regulations) is processed through and on behaif of Sub-merchant in
any 12-month period, Sub- merchant will automatically be deemed to have accepted, and will be bound by, the Direct Merchant
Processing Agreement attached hereto as Appendix B.
4.2. Sub-merchant will permit Provider to perform risk monitoring functions as required by the Operating
Regulations and Rules Summary.
4.3. Sub-merchant will notify Provider immediately of any Payor disputes or other matters that require escalation
to Processor and immediately forward any notices received by Sub-merchant concerning a disputed payment transaction.
4.4. Sub-merchant will assure that only sales transactions produced as the direct result of bona fide sales to Payors
for such identified products and/or services are completed and delivered to Provider for processing.
4.5. Sub-merchant will restrict access to ID's and passwords to access the Services and will disclose such IDs and
passwords to its employees and agents on an as-needed basis, only as necessary for the use of the Services.
4.6. Sub-merchant will promptly notify Provider in the event Sub-merchant becomes aware of any unusual or
suspicious activity regarding its customers and will cooperate with Processor, Provider, Member Bank and the Associations, as
applicable, in connection with any investigation of its customers' background or activity.
4.7. Sub-merchant is solely responsible for the security of data residing on the servers owned, controlled or
operated by Sub-merchant. Sub-merchant will comply with all state and federal laws, including without limitation laws regarding
disclosure to customers on how and why personal information and financial information is collected and used. Sub-merchant agrees
4.8. not to use, disclose, sell or disseminate any cardholder information obtained in a card transaction except for
purposes of authorizing, completing and settling card transactions and resolving chargebacks, retrieval requests or similar issues
involving card transactions. Sub-merchant acknowledges that neither Provider or Processor shall be liable for any improperly
processed transaction or illegal or fraudulent access to Sub-merchanYs account, Sub-merchanYs IDs and passwords, any end-user
data or transaction data.
4.8 Sub-merchant acknowledges and agrees that it is responsible for its employees' actions, it will notify Provider
of any third party that will have access to cardholder data, and it will immediately report all instances of a data breach to Provider
immediately after it identifies an incident.
4.9 Sub-merchant will establish and maintain its Bank Account with a financial institution to credit the payments and
fees Sub-merchant charges its customers. Sub-merchant authorizes Processor and Member Bank to initiate and make transfers to
the Bank Account to effect the transactions contemplated by this Agreement ("Payments"). Sub-merchant and Provider will mutually
agree upon the provision of reporting and exchange of data as may be required by Provider to monitor and manage the activity
relative to the Bank Account including any transfers to and from the Bank Account.
Sub-merchant Prohibitions. Sub-merchant acknowledges and agrees that the prohibited actions described below ("Prohibited
Actions") are actions which may mislead, disadvantage, defraud or damage any, or all of, the following entities: (a) a Payor; (b) the
issuing bank; (c) the settlement bank; (d) the Associations; (e) Provider; (f) Processor; or (g) the Member Bank. Sub-merchant agrees
that it must take all available steps and precautions to prevent fraud, theft, or misappropriation of Payor data. Sub-merchant agrees
that it will not take any of the following Prohibited Actions and it will not permit a third party under its control to take the actions
described in this Section 5 in any situation where it has knowledge of such actions. Sub-merchant is deemed to be responsible for
and to controi the conduct of its employees, contractors, customers, and representatives and ensure their compliance with applicable
laws and the Operating Regulations, including the ownership and use of Association Marks.
5.1. Sale Transactions. Sub-merchant will not submit any sales transaction to Processor: (a) that adds any
surcharge to the transaction, except to the extent authorized by the Operating Regulations or Applicable Law; (b) that adds any tax
to the transaction, unless Applicable Law expressly allows for the customer to impose a tax. Any tax amount, if allowed, must be
included in the transaction amount and not collected separately; (c) that represents the refinancing or transfer of an existing Payor
obligation that is deemed to be uncollectible or arises from the dishonor of a Payor's personal check or from the acceptance of a
Card at a terminal that dispenses scrip; (d) that Sub-merchant knows or should have known to be fraudulent or not authorized by the
Payor, or that it knows or should have known to be authorized by a customer colluding with Sub-merchant for a fraudulent purpose;
(e) until after the services are performed, and/or Sub-merchant has completed the transaction, unless Sub-merchant has obtained
Payor consent for a recurring transaction; (� where a valid authorization was required but not obtained; (g) where multiple
authorizations for amounts less than the total sale amount have been obtained; (h) which results in a disbursement of cash or cash
equivalent to a Payor; (i) that establishes a maximum dollar sale transaction amount, except to the extent authorized by the Operating
Regulations; (j) for any purposes related to pornography or any activity that is illegal in either the Sub-Merchant's or Provider's
jurisdiction, including but not limited to money-laundering or financing of terrorist activities; (k) that was previously charged back to
the Acquirer and subsequently returned to the Sub-merchant, irrespective of Cardholder approval; (I) request a Card Verification
Value 2("CW2") for a card-present transaction, nor retain or store any portion of the magnetic-stripe data subsequent to the
authorization of a sales transaction, nor any other data prohibited by the Operating Regulations and/or the Payment Facilitator
Agreement between Processor and Provider, including CW2.
5.2. Minimum and Maximum Transaction Amounts.
(a) A Sub-merchant may set a minimum transaction amount to accept a Card that provides access to a
credit account, provided the minimum transaction amount does not (1) differentiate between Issuers, (ii) differentiate between
Mastercard and anotheracceptance brand; and (iii) exceed USD 10 (or any higher amount established by the Federal Reserve by
regulation).
(b) A Sub-merchant may set a maximum transaction amount to accept a Card that provides access to
a credit account, under the following conditions: (i) the Sub-merchant is a department, agency or instrumentality of the U.S.
Government, a corporation owned or controlled by the U.S. Government, or whose primary business is reflected by MCC 8220
(Colleges, Universities, Professional Schools, Junior Colieges), 8244 (Schools, Business and Secretarial) or 8249 (Schools, Trade
and Vocational); and (ii) the maximum transaction amount does not differentiate between Issuers or between Mastercard and another
acceptance brand.
5.3. Refund Transactions. Sub-merchant will not submit any refund transaction to Processor: (a) that does not
correlate to an original sales transaction from the Payor; (b) that exceeds the amount shown as the totai on the original sale transaction;
(c) more than three (3) business days foilowing either: (i) a regulatory requirement granting a Payor's right to a refund; or (ii) a non-
disputed Payor request.
5.4. Other Prohibited Activities. Sub-merchant will not: (a) use any Payor data or other transaction data for any
purpose not authorized by this Agreement; (b) disclose any Payor data or other transaction data to any entity except for necessary
disclosures to affected Payors, and through Processor to affected Association entities (c) provide to Processor or Provider any
inaccurate, incomplete, or misleading information; (d) fail to provide Provider with timely notification of events that have caused or
could cause material changes in the Sub- merchanYs ability to fulfill its obligations under this Agreement, including but not limited to
(i) adverse changes in Sub-merchanYs financial health; (ii) adverse changes in Sub-merchanYs business conditions or environment;
(iii) actions by governmental or non-governmentai agencies; (e) transfer or attempt to transfer its financial liability by asking or
requiring Payors to waive their dispute rights; (f) submit transactions on behalf of another entity that the Associations would consider
a sub-ISO, Payment Service Provider (PSP), Provider, or any third party payment provider; (g) submit transactions for entities that
do not have their principal places of business in the United States; (h) require a Cardholder to complete a postcard or similar device
that includes the Cardholder's Account Number, Card expiration date, signature, or any other Card account data in plain view when
mailed; (i) request or use an Account Number for any purpose other than as payment for its goods or services; (j) disburse funds in
the form of travelers cheques, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from the
Sub-merchant; (k) disburse funds in the form of cash, unless the Sub-merchant is participating in full compliance with a program
supported by an Association for such cash disbursements or such disbursement is in the form of travelers cheque, TravelMoney
cards, or foreign currency, in which case, the Transaction amount is limited to the value of the travelers cheques, TravelMoney cards,
or foreign currency plus any commission or fee charged by the Sub-merchant or (ii) the Sub-merchant is participating in the Cash
Back service; (I) deposit an electronic or paper record of a transaction (or a copy), generated at the point-of-transaction that does not
result from an act between the Cardholder and the Sub-merchant; (m) interchange any transaction receipt for a transaction that was
previously charged back to the Acquirer and subsequently returned to the Sub-merchant, irrespective of Cardholder approval. or (n)
bill or collect from any Cardmember for any purchase or payment on the Card unless Chargeback has been exercised, the Sub-
merchant has fully paid for such Charge, and it othernrise has the right to do so.
6. Parties to the Aqreement; Entire Aqreement. This Agreement constitutes the agreement required by the Processing Agreement
between Provider and its sub-merchants. In addition, the Sub-merchant may be required under the Processing Agreement to enter
into a direct processing agreement with Processor ("Direct Processing Agreement") as set forth in Section 4.1 of this Agreement.
This Agreement and the Direct Processing Agreement, if applicable, shall constitute the entire agreement between the parties
concerning the subject matter hereof. This Agreement shall not be superseded or replaced by the Direct Processing Agreement. In
the event of a conflict between the terms of this Agreement and the Direct Processing Agreement, the terms of the Direct Processing
Agreement shall control.
Representations and Warranties: Authorization. Sub-merchant hereby represents and warrants that the execution, delivery and
performance of this Agreement has been duly authorized by all necessary appropriate authorizing actions of Sub-merchant; that the
execution, delivery and performance of this Agreement will not contravene any applicable by-law, corporate charter, partnership or
joint venture agreement, law, regulation, order or judgment involving Sub-merchant; that the execution, delivery and performance of
the Agreement will not contravene any provision or constitute a default under any other agreement, license or contract which Sub-
merchant is bound; that the Agreement is valid and enforceable in accordance with its terms against Sub-merchant as if each Sub-
merchant had signed the Agreement; and that Sub-merchant will be bound by any amendments and modifications to the Agreement
agreed to by Provider.
8. Data Securitv and Privacy. Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant's agent ("Agents") to
comply, with the Operating Regulations, the Payment Card Industry Data Security Standards ("PCI-DSS"), the VISA Cardholder
Information Security Program ("CISP"), the MasterCard Site Data Protection Program ("SDP"), and (where applicable), the PCI
Security Standards Council, Visa, and MasterCard PA-DSS ("Payment Application Data Security Standards") (collectively, the
"Security Guidelines"). Sub-merchant may review the VISA, MasterCard, American Express and Discover websites for a copy of the
Visa, MasterCard and Discover regulations. The websites are: http://usa.visa.com/customers/ and www.mastercard.com/uslSub-
merchanU and www.americanexpress.com/merchantopquide and www.discovernetwork.com/customers/. Sub-merchant wiil comply
with the Card acceptance and website requirements set forth in the Operating Regulations. Without limiting the foregoing, Sub-
merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the
Bank Secrecy Act, the US Treasury's Office of foreign Assets control ("OFAC") and the Federal Trade Commission. For purposes of
this section, Agents include, but are not limited to, Sub-merchanYs software providers and/or equipment providers. Sub-merchant
represents to Provider that it does not have access to Card information (such as the Cardholder's account number, expiration date,
and CW2) and will not request access to such Card information from Provider. In the event that Sub-merchant receives such Card
or other personai information of its customers in connection with the processing services provided under this Agreement, Sub-
merchant agrees that it will not use it for any fraudulent purpose or in violation of any Card Organization Rules, including but not
limited to PCI-DSS or Applicable Laws. If at any time Sub- merchant believes that customer personal information has been
compromised, Sub-merchant must notify us promptly and assist in providing notification to the proper parties. Sub-merchant must
ensure compliance by itself and any third party service provider utilized by Sub-merchant, with all security standards and guidelines
that are applicab�e to Sub-merchant and published from time to time. Provider will not be responsible for unauthorized use or access
to custome�'s personal information or financial data by Sub-merchant, Sub-merchant's employees, or any other party associated with
Sub-merchant, except to the extent such use or access is due to Provider' fault or negligence. If any Card Organization requires an
audit of Sub-merchant due to a data security compromise event or suspected event, Sub-merchant agrees to cooperate with such
audit. Sub-merchant may not use any Card information other than for the sole purpose of completing the transaction authorized by the
customer for which the information was provided to Sub-merchant, or as specifically allowed by Card Organization Rules, Operating
Regulations, or as required by law. Provider may use any and all information gathered in the performance of the Services or the
operation of the Website in accordance with its Privacy Policy. In addition, Sub-merchant agrees that Provider may use such
information for any lawful purpose including marketing and deriving statistics regarding its Website and the Services.
Modification of this Aqreement or the Services. Provider may from time to time without prior notice amend or modify this Agreement
or the Services and Website, inciuding without limitation a change to the pricing, terms or products offered; provided, however, that
Provider will not modify the Services in a manner that would, in its sole discretion, significantly adversely affect Sub-merchanYs use
thereof, without providing at least ten days' prior notice to Provider of any such modification. Such notice may be made by means of
email or a posting on the Website. Sub-merchant's continued use of the Services following notification of any change or amendment
to this Agreement or the Services shall be evidence of its consent and agreement to the modification and/or amendment. Posting
notice of any modification or amendment on the Website shall be deemed adequate notification.
10. Fees. Sub-merchant shall pay the fees as described and in the amounts set forth in the Application, if any. Customers of Sub-
merchant may be required to pay fees in order to make online Payments, if provided for in the enrollment documentation for the
Services. Sub-merchant is responsible for disclosing all customer-paid fees to customers. If a dispute arises related to non-disclosure
of customer-paid fees, Sub-merchant shall be liable to Provider forthe full transaction amount including fees or charges for facilitating
the payment of amounts due to Sub-merchant, as Provider may determine in its sole discretion. Provider may grant or deny to
customers the ability to use the Provider Services for any reason in its sole discretion. Provider reserves the right to modify and amend
all fees payable for the Services upon ten days' notice to Sub-merchant.
11. Term and Termination.
11.1. This Agreement shall commence on the Effective Date and shall continue until terminated as set forth below.
11.2. Notwithstanding the foregoing, Provider may immediately cease providing Services and/or terminate this
Agreement without notice if: (i) Sub-merchant fails to pay any amount to Provider or Processor when due, (ii) Provider has received
a request from Processor, Member Bank, or the Associations to terminate this Agreement; (iii) Provider believes that the provision of
a service to Sub-merchant may be a violation of the Operating Regulations or any Applicable Laws; (iv) Provider believes that Sub-
merchant has violated or is likely to violate the Operating Regulations or Applicable Law; (v) Provider determines that Sub-merchant
poses a financiai or regulatory risk to Provider or an Association, (vi) the Processing Agreement is terminated for any reason; (vii)
any Association deregisters Provider; (viii) Processor or Member Bank ceases to be a member of or to participate in programs
affiliated with the Associations that permit them to offer the Services; (ix) Provider fails to have the required licenses or registrations,
or is the subject of any regulatory enforcement action in connection with any Applicable Law.
12. Disclaimer, Limitation of Liabilitv.
12.1. Sub-merchant agrees to notify Provider by a written communication with Provider of any alleged breach by
Processor of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the
alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and
all rights to dispute such breach. Sub-merchant hereby authorizes Provider to assert any such claim against Processor on its behalf,
and to take all steps deemed necessary or appropriate in connection with such claim.
12.2. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, PROVIDER DISCLAIMS
ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF SUB-
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchanYs sole and exclusive remedy for any and all
claims against Provider arising out of or in any way related to the transactions contemplated herein shall be termination of this
Agreement. Neither Processor, Sub-merchant Bank, nor Provider shall be deemed to be in default under this Agreement or liable for
any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from a Force
Majeure Event. Upon such an occurrence, performance by Processor, Member Bank and Provider shall be excused until the cause
for the delay has been removed and Processor, Sub-merchant Bank, and Provider have had a reasonable time to again provide the
Services. No cause of action, regardless of form, shall be brought by either party more than 1 year after the cause of action arose,
other than one for the nonpayment of fees and amounts due Provide underthisAgreement. Any restriction on Provider' liability under
this Agreement shall apply in the same manner to Processor and Member Bank.
12.3. Sub-merchant acknowledges and agrees that: (i) Sub-merchanYs receipt of Payments are transactions
between Sub- merchant and the relevant Payorwho is a customer of Sub-merchant and not with Provider or any of Provider' affiliates;
(ii) Provider is a Payment Facilitator for Sub-merchant and is not a party to any transaction; and (iii) funds processed by Processor or
its service providers (including any bank service providers) in connection with the processing of Payments are not deposit obligations
and are not insured for Sub-merchant's benefit by any governmental agency.
13. Modification of this Agreement or the Services. Provider may from time to time without prior notice amend or modify this Agreement
or the Services and Website, including without limitation a change to the pricing, terms or products offered; provided, however, that
Provider will not modify the Services in a manner that would, in its sole discretion, significantly adversely affect Sub-merchanYs use
thereof, without providing at least ten days' prior notice to Sub-merchant of any such modification. Such notice may be made by
means of email or a posting on the Website. Sub-merchanYs continued use of the Services following notification of any change or
amendment to this Agreement or the Services shall be evidence of its consent and agreement to the modification and/or amendment.
Posting notice of any modification or amendment on the Website shall be deemed adequate notification.
14. Miscellaneous. At any reasonable time upon reasonable notice to Sub-merchant, Sub-merchant shall allow auditors, including the
auditors of Provider, any Association or any third party designated by Provider, Processor or the applicable Association, to review
the files held and the procedures followed by Sub-merchant at any or all of Sub-merchant's offices or places of business relating to
this Agreement. Provider may amend this Agreement upon notice to Sub-merchant in accordance with Provider' standard operating
procedures. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Tennessee without
regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of
Provider. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors,
transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Provider and Sub-merchant and is not
for the benefit of, and may not be enforced by, any other party. If any provision of this Agreement is determined to be illegal or invalid,
such illegality or invalidity of that provisions will not affect any of the remaining provisions and this Agreement will be construed as if
such provision is not contained in the Agreement. "Member Bank" as used in this Agreement shall mean a member of VISA,
MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the
commencement of this Agreement, Member Bank shall be Fifth Third Bank, an Ohio banking corporation, located in Cincinnati, Ohio.
The Member Bank may be changed, and its rights and obligations assigned to another party by Processor at any time without notice
to Provider or Sub-merchant.
Sub-merchant:
By:�� � �
Name: ���� ��i�(il�'6 i't
Title: � %�%�P� SUI�
Provider:
By:
Name: Paul Maple
Title: General Counsel & Secretary
� PUBLIC
� SECTOR
APPENDIX A
DEFINITIONS
Definitions. As used in the Agreement, the following terms mean as follows:
"Application" means the application for the Services, Credit Card Processing Form, or other documentation required by Provider
and completed and delivered by Sub-merchant as a prerequisite for participating in the Services.
"Applicable Laws" shall mean all applicable state, federal, and local laws, rules and regulations, including without limitation, the Bank
Secrecy Act, the implementing regulations issued by the U.S. Treasury's Office of Foreign Assets Control (OFAC) and the Federal
Trade Commission, as well as any and all other federal and state anti-money laundering laws and regulations.
"Bank Account" shall mean the Sub-merchanYs bank account identified in its Application orother documentation provided to Provider
to set up the Services.
"Cardholder" shall mean any person authorized to use a Card or the accounts established in connection with a Card.
"Cards" shall mean MasterCard, VISA, Discover and Other Network cards, account numbers assigned to a Cardholder or other
forms of payment accepted by Processor, for which pricing is set forth in the account opening documentation.
"Force Majeure Event" shall mean errors in data provided by Sub-merchant or others, labor disputes, fire, weather or other casualty,
power outages, and funding delays, however caused, governmental orders or regulations, or any other cause, whether similar or
dissimilar to the foregoing, beyond Processor's, Member Bank's, or Provider's reasonable control.
"Gateway Services" means the delivery of payment transaction authorization and settlement data to and from Merchants and
transaction processors, and related services provided by Reseller.
"instruction Based Funding" shali mean the process for funding Sub-merchanYs transactions, as more fully described in Attachment
A.
"Sub-merchant Supplier" shall mean a third party other than Processor used by Sub-merchant or a Provider in connection with the
Services received hereunder, including but not limited to, Sub-merchanYs software providers, equipment providers, and/or third
party processors.
"Operating Regulations" shall mean the by-laws, operating regulations and/or all other rules, guidelines, policies and procedures of
VISA, MasterCard, Discover, and/or Other Networks, and all other applicable rules, regulations and requirements of Processor,
Member Bank, Provider, banks, institutions, organizations, associations, or networks which govern or affect any services provided
under this Agreement, and ail state and federal laws, rules and regulations which govern or otherwise affectthe activities of Provider,
including, but not limited to, those of the National Automated Clearing House Association ("NACHA") and the Federal Trade
Commission ("FTC"), as any or all of the foregoing may be amended and in effect from time to time.
"Other Network" shall mean any funds transfer network, including without limitation the network operated by NACHA, or card
association other than VISA, MasterCard, or Discover that is identified in the Price Schedule or any subsequent amendment to this
Agreement and in which Provider participates pursuant to the Processing Agreement.
"Payments" shall mean payments initiated by Payors using a Card or by means of ACH transfer.
"Payment Facilitator" shall have the meaning given that term in the Operating Regulations.
"Payment Processing" shall mean the process for funding Sub-merchanYs customer's sales transactions, as more fully described
in Attachment A.
"Payor" shall mean any customer of Sub-merchant who authorizes a payment to Sub-merchant, or who authorizes Sub- merchant
to initiate a payment to the credit of Sub-merchanYs account, and for purposes hereof, "Payor" shall inciude a Cardholder.
"PSP" shall mean Payment Service Provider, as defined in the Operating Regulations.
"Rules Summary" shall mean the Processor's Bank Card Sub-merchant Rules and Regulations, as amended from time to time,
which are at all times consistent with the Operating Regulations.
"Services" shall mean any and ali services described in, and provided by Provider to Sub-merchant in support of Sub-merchanYs
role as a Provider or PSP, as defined in the Operating Regulations.
' C
• •
ATTACHMENT A
PAYMENT PROCESSING
A. Sub-merchant agrees that it will take all steps necessary to assist Provider in complying with its obligations
under the Operating Regulations and Applicable Laws related to the settlement of sales transactions, including but not
limited to filing of quarterly or other reports required under the Operating Regulations.
The Associations make excerpts of their Operating Regulations available online, including via:
https://www. masterca rd. us/en-us/business/overview/support/ru les. htm I
https://usa.visa.com/support/consumer/visa-rules.html
https://www.americanexpress.com/merchantopquide
httas://www.discoverqlobalnetwork.com/contenUdam/discover/en us/dqn/pdfs/MIT- Implementation-Guide.pdf
Each applicabie Association's complete Operating Regulations are incorporated by reference into this
Agreement and will control with respect to any conflict in terms between this Agreement and such Operating
Regulations. Sub-merchantwill not discriminate against Cards or Issuers (e.g., limited acceptance options) except in full
compliance with the Operating Regulations and wili comply with all Operating Regulations, applicable laws, and
regulations related to its business operations, PCI- DSS obligations, the use of an Association's marks, and each
transaction acquired hereunder. Sub- merchant expressly agrees that it will accept Cards and protect, utilize, or restrict
transaction data, including the magnetic stripe and CW2, in accordance with the terms of this Agreement, applicable
law or regulation, and the Operating Regulations and will cooperate with any audit requested by an Association until
such audit is completed.
In addition to complying with each Association's obligations or prohibitions related to acceptance, disbursement, or
resubmission of a transaction, Sub-merchant may not submit any illegai, fraudulent, or unauthorized transaction and
shall only submit transactions for the sale of its own goods or services, and not any other person or company, and may
not receive payment on behalf of or, unless authorized by law, redirect payments to any other party. Sub-merchant
covenants that it is not a third-party beneficiary under any agreement with an Association, however, an Association may
be a third-party beneficiary of this Agreement and shall have the rights, but not any obligation, necessary to fully enforce
the terms of this Agreement against the Sub-merchant.
B. Sub-merchant will establish and maintain its Bank Account with a financial institution to credit the
payments and fees Sub-merchant charges its customers. Sub-merchant authorizes Processor and Member Bank to
initiate and make transfers to the BankAccount to effect the transactions contemplated by this Agreement ("Payments").
C. During the term of this Agreement and for no less than one year thereafter, Sub-merchant will maintain a
positive balance in the Bank Account at all times sufficient to accommodate all funding required by this Agreement. if at
any time a deficit balance exists in the Bank Account, Provider shall give Sub-merchant written notice of such deficit
and Sub-merchant shall have two (2) business days to cure such deficit and Provider reserves the right to require that
Sub-merchant maintain a minimum balance in the Bank Account in an amount to be reasonably determined by Provider.
Any fees, interest expenses or other expenses with respect to the Bank Account will be the sole responsibility of Sub-
merchant and will be paid directly by Sub- merchant.
D. Processor may limit Sub-merchanYs eCheck activity under this Agreement if necessary to maintain such
limit. Sub-merchant acknowledges and agrees that Provider may at any time determine to restrict the amount or type
of transactions Provider or Processor is willing to accept based on standards established and administered by
Processor in its sole discretion. Processor and/or Member Bank may reject any ACH entry ("Entry") which does not
comply with the requirements of this Agreement, the NACHA Operating Regulations, Applicable Law or Member Bank's
or Processor's requirements and specifications.
E. The terms of this Attachment A do not modify Sub-merchant's due diligence obligations, inciuding, without
limitation, Sub-merchant's responsibilityto satisfy all applicable anti-money laundering (AML) policies. Sub-merchantwill
ensure that each customer authorizes Processor to initiate credit and debit ACH entries to the customer's BankAccount.
F. Each time Sub-merchant transmits an Entry to Processor or Member Bank, Sub-merchant represents and
warrants to Processor and Member Bank that:
(1) The Originator has authorized Sub-merchant to transmit Entries to Processor and Member Bank on
behalf of Sub-merchant, in a manner that complies with the NACHA Operating Regulations, for
processing and transmittal by Processor and Member Bank through the ACH system, which
authorization has not been terminated and is in full force and effect, and Sub-merchant has agreed
to make payment for any credit Entries originated and for any debit Entries returned by the RDFI;
(2) Sub-merchant agrees to be bound by the NACHA Operating Regulations and to not initiate
transactions in violation of United States law, and agrees to assume the responsibilities and perform
he obligations of an Originator under the NACHA Operating Regulations;
(3) Each Receiver of an Entry has authorized, in a manner that complies with the requirements of the
Operating Regulations, Sub-merchant, or an agent of Sub-merchant, to initiate the Entry, and no
such authorization has been revoked;
(4) Sub-merchant has no knowledge of the revocation of the Receive�'s authorization or the termination
of the agreement between the RDFI and the Receiver concerning the Entry; and\
(5) The Entry accurately reflects the entry data furnished to Sub-merchant and does not violate any
agreement between Originator and Sub-merchant.
G. In the event the Sub-merchant accepts American Express, Sub-merchant agrees:
(1) To comply with, and accept Cards in accordance with, the terms of its Provider Merchant Agreement
and the American Express Merchant Operating Guide, as such terms may be amended from time to
time.
(2) That the American Express Merchant Operating Guide is incorporated by reference into the Provider
Merchant Agreement. (available here: https://icm.aexp-
static.com/content/dam/gms/en_us/optblue/us-mog.pdf). Sub-merchant expressly authorizes
payment facilitator to submit transactions to, and receive settlement from, American Express on behalf
of the Sub-merchant.
(3) To American Express disclosures and consents necessary for (i) Provider to collect and disclose
Transaction Data, Sub- merchant Data, and other information about the Sub-merchant to American
Express; and (ii) American Express to use such information to perform its responsibilities in connection
with the Program, promote the American Express Network, perform analytics and create reports, and
for any other lawful business purposes, including commercial marketing communication purposes
within the parameters of the Program Agreement, and important transactional or relationship
communications from American Express.
(4) To provide a marketing opt-out mechanism for Sub-merchants. Such mechanism should contain a
clear disclosure to Sub- merchant that opting-out of marketing messages will not preclude them from
receiving important transactional or relationship communications from American Express.
(5) It may be converted from the Program to a direct Card acceptance relationship with American Express
if and when it becomes a High CV Merchant in accordance with Section 10.5, "High CV Merchant
Conversions".
(6) That, upon conversion, (i) the Sub-merchant will be bound by American Express' then-current Card
Acceptance Agreement; and (ii) American Express will set pricing and other fees payable by the Sub-
merchant for Card acceptance.
(7) It shall not assign to any third party any payments due to it under their respective Provider Merchant
Agreement, and all indebtedness arising from Charges will be for bona fide sales of goods and services
(or both) at its establishments and free of liens, claims, and encumbrances other than ordinary sales
taxes; provided, however, that the Sub-merchant may sell and assign future Transaction receivables
to payment facilitator, its affiliated entities and/ or any other cash advance funding source that partners
with payment facilitator or its affiliated entities, without consent of American Express.
(8) American Express is an intended third-party beneficiary of the rights, but not obligations, of the
Provider Merchant Agreement and that American Express may directly enforce the terms of the
Provider Merchant Agreement against the Sub-merchant.
(9) Sub-merchant may opt out of accepting Cards at any time without directly or indirectly affecting its
rights to accept Other Payment Products.
(10) Provider has the right to terminate the Sub-merchanYs right to accept Cards if it breaches any of the
provisions in this Section or the American Express Merchant Operating Guide.
(11) Provider has the right to immediately terminate a Sub-merchant for cause or fraudulent or other
activity, or upon American Express' request.
(12) To maintain refund policies for purchases on the Card must that are at least as favorable as its refund
policy for purchases on any Other Payment Products, and the refund policy be disclosed to
Cardmembers at the time of purchase and in compliance with Applicable Law.
• NOTE: American Express may use the information obtained in the Sub-merchant application at the
time of setup to screen, communicate, and/or monitor Sub-merchant in connection with Card marketing and
administrative purposes.
� PUBLIC
��
SECTOR
APPENDIX B
DIRECT MERCHANT PROCESSING AGREEMENT
MERCHANT SERVICES AGREEMEtd7 Ft�R SUB-MERCI-iAIVTS
This MERCNANT SERVICES AGREEh4E1JT Ft�R SUB-R�IERCHANTS ("Agreement") is made among WORLDPAY, LLC, having i#s principal
office at 8500 Governors Hiil Drive, Symmes Tov✓nship, OH 45249-1384 and its designated Member 8ank (collectively "'Acquirer") and
City of Fairfax (�gub-[nerchanf"} in connecfiQn with ihe agreement bet�r,een Sub-merchant and
i3 Vertir_als, t_tc �"Provider"}. Acquirer U✓ili provide Sub-merchant with certain payment pracessing services
("Seruices") in accordance tvith ihe terms of this Agreement. In consideration of Sub-naerchanYs receipt o# credit or debi# card funded
payments, and participation in pragr�ms affiliated v,�th MasterCard Intema#ionai �nc. {°MasterCard"), VISA U.S.A. inc. {"VISA"), Discover
(°discover"), and certain similar enfities {coileciively, "Associations), Sub-merchant is required to compiy �vith #he 4perating f2egulations
(defined be[ou�) as they pertain to applicable credit and debit card payments. In additian, if Sub-merchant mee#s certain requirements under
the O}�erating Regulations or an Association or the Operating Regulafians otherwise require, Sub-merchant may be required to enter inio a
direcf relatianship with an entiiy that is a member af the Associations. By executing this Agreement, 5ub-merchant has fulfille�! such
rEquirement. However, Acquirer understands that Sukrn�erchant may have contracted with Provider ta obtain certain processing services
and that Provider may have agreed to be rasponsible to Sub-merchant for ai! or part c�f Sub-merchanCs obligafions contained herein.
NOW, THEREFORE, in eonsideration of the foregoing recitals and of the mutual promises can#ained herein, the parties agree as follaws:
1. Certain Suk�-m�rchant Responsibilities. Sub-merchant agrees to compiy, and to cause third parties acting as Sub-merchanYs agent
{"Agents") to comply, with the Association's and other p�yment netwark's by-lav,�s, t>perating regulations and/or ali other rules, poiicies and
procedures, including but not limited to the Payment Card industry [?ata Security Standard, #he VISA Cardholder Informatian 5ecurity
Program, the NlasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated
by the Associations or payment netwarks (coilectively "Operating Regulations"). Sub-merchant may revietiv the VISA, Mas#erCard, and
Disco�er websites for a copy of the Visa, MasterCard and Discc�ver regulatians. The websites are: https:tlusa.visa.comtsupport/small-
businesstregulations-fe�s.html and http:lh+:�v�.�.mastercard.com/us/merchantJ and http:/lwww.discovernetwark.com/merchants/. Sub-
merchani aiso agrees to comply with ali applicable stafe. federal, �nd iocai laws, rules, and regulations ("Laws°). Without limiting the
foregoing, Sub-merchant agrees thaf it �.viil fuify comply with any and aEi anti-money laundering laws and regulafions, inciuding but nai
limited ta the Bank Secrecy Act, the US Treasury's Office nf Foreign Assets Control {QFAC} and the Federal Trade Commission. For
purpases of this section, Agents include, but are not limited to, Sub-merchant's saftware providers andlor equipment providers.
If appropriately indicated in Sub-merchant's agreemenf with Provider, Sub-merchant may be a Iimited-accepfance merchant, which means
that Sub-merchant has elected to accept only csrkain Visa and MasterCard card types (i.e., cansumer credit, consumer debit, and
commarciai cards} and must dispiay appropriate signage io indicate the same. Acquirer has no obligation other than those expressly
provided under the Op�rating ftegulations and appiicab(e !aw as they may relate to limited accepiance. Sub-merchant, and not Acquirer,
will be so[ely responsible for the implementation of its decision for limi#ed acceptance, inciuding but not [imited ta polici ng the card type{s)
accepted af the point of sals.
Sub-merchant shall only complete sales transactions producerl as the direct result of bona fde sales made by 5ub-merchant fo
cardhoiders, and is e�ressly pra}�ibited from presenting sales transactions which are produced as a resuit oi sales made by any person ar
entity other than Sub-merchant, or far any purposes related to any illegal or prahibited activity, including bui not limited fo money-
[aundering or financing of terrorist activiiies.
Sub-merchant may set a minimum transaction amaunt to a�cept a card tha# provides access fo a credit account, under the followirtg
eonditions: i) the �rinimum transactinn amount does not differentiaie between card issuers; i[) fhe minimum transaction amount does not
diffsrentiate between MasterCard, Visa, or any ofher acceptance brand; and iii) fhe minimum #ransaction amount does not exceed ten
dollars (or any higher amount estabtished by the Federa( Fteserve). Sub-merchant n�ay set a maximum transaetion amount to accept a
card that provides access io a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of
the U.S. gavemment; ii) carporation a�srned or controiled by the U.S. govemment; or iii} Sub-merchant whose primary business is reflected
by one af #he fo(lov✓ing RACCs: 822q 824�, 8249 —Schools, Trade or Vacatianal; and the maximum transaction amount does not
differentiate between MasterCard, Visa, or any a#her accepfance brand.
2. Sub-merchant Prahibitions. SuU-merchant must nat ij require a cardhoider to complete a postcard ar similar dev�ce that includes #he
cardholder's account number, card expiration dafe, signature, or any other card account data in plain view v,fien mailed, ii) add any tax to
transaciions, unless appiicabie law expressly raquires that a Sub-merchant impose a tax (any tax amount, if ailowed, must be induded in
the transactian amount and nof collected separately}, iii) request or use an account number for any p�rpase afher than as payment for its
goods or services, iv) disburse funds in the form oi travelers checks if the so]e purpose is ta a[low the cardholder io make a cash purchase
af goads or services from Sub-merchant, vj disburse funds in fhe form of cash unisss 5ub-merchant is dispensing funds in the form of
travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelsrs
checks, TravelMoney cards, or foreign currency, pius any cammission or fee char�sd by the Sub-merchanT), or Sub-merchant is
participating in a cash back service, vi} submit any transactian receipt for a transaciion that was previousiy charged back ta #he Acquirer
and subsaquently returned to Sub-merchant, irrespective of cardhoider approval, vii) accept a Usa consumer credit card or commercial
Visa product i�sued by a U.S. issuer to caliect or refinance an existing debt, viii} accept a card to collect or refinance an existing debt that
has been deemed uncollectabie, or ix) submit a fransaction that represents coilectiun of a dishanored check. Sub-merchant further agrees
that, under no circumstsnce, �ti�ill Sub-merchant store cardholder data in violatian of the Lav�is or the Operating Regulations including but
not limited to the storage of #rack-2 data. Neither Sub-merchanf nor its Agent sha11 retain or store magnetic-stripe data subsequent to the
authorizatian of a sales transaction_
Page 1 of 2
8_2418
3. Settlement. Upon receipt ot Sub-merchanfs sales data for card transaetions, Acquirer will process Sub-merchant's sales data to facilitate
the funds transfer bebusen the various Associations and Sub-merchant. After Acquirer receives credit for such sales dafa, subject to the
terms sei forth herein, Acquirer wili fund Sub-merchant, either directly to fhe Sub-merchant-Owned Designated Accounf or fhrough
Provider fo an account designated by Provider ("Provider Designated AccounY'), at Acquirer's discretion, for such card transa ctions. Sub-
merchant agrees that the deposit af funds td #he Provider Designated Rccount sha11 discharge Acquirer of its setflemenf oblig�tion to Sub-
merchant, and that any dispute regarding the receip# or amount o# settlement shall be betrveen Provider and Sub-nierchant. Acquirer unil
debit the Provider Designated Account Por funds owed to Acquirer as a resuit of the Services provided hereunder, provided thaf Acquirer
may aiso debit Sub-merchanYs designated demand deposi# account {"Sub-merchant-Oavned Designated Aecount") upon receipt af s�uch
account information from Sub-rtterchant or Provider, or if Acquirer deposits settlemsnt tunds inta the Sub-merchant-Owned Designatsd
Account. Further, i# a cardholder disputes a transaction, if a transaction is charged back #ar any reason, or if Acquirer reasonably believes
a transaction is unauthorized or atherwise un�cceptable, the amounf of such transaction may be charged back and debi#ed fram Sub-
merchanf or Prc�vider.
4. Term and Termination. This Agreement shall be binding upon Sub-r�erchant upon Sub-tnerchanYs execution. The term of this
Agreement shail begin, and the terms of the Agreement shal! be deemed accepted and binding upan Acquirer, on #he date Acquirer
accepts fi-�is Agreement I�y issuing a merchant iden#ification number, and �hall be co#erminous wi#h Provider's agreement w[th Sub-
merchant.
Notwithstanding the foregoing, Acquirer may immediately cease providing Services andlor terminate this Rgreemeni without notice if {i}
Sub-merchant or Provider fails to pay any arnount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant
c�r Provider may be a vialation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is iike(y
to violafe the flperaiing Reguiations or the Laws, (iv) Rcquirer deisrrnines 5ub-merchant poses a financial or regulatory risk to Acquirer
aran Assflciation, (v} Acquirer's agreement �r�ith Provider terminates, {vi) any Association deregisters Provider, (vii) Acquirer ceases to be
amember of the Assoclations or fai(s fo have the required Iicenses, or {viiij Acquirer is required to do so by any af the Associations.
5. Lim9ts of Liability. 5ub-merchant agrees to pravide Rcquirer, via a communicatian with Provider, with written notice of any alleged
breach by Acqu'srer flf this Agreen�ent, which notice wifl specifically detail such alteged t�reach, within thirty {34) days o# the date on which
the alleged breach first occurred. Failure io so pravide natice shall be deemed an acceptance by Sub-merchant and a waiver of any and
all rights to dispute such breach.
EXCEPT FOFt THQSE EXPRESS Nlf1RRANTIES MADE (N THlS AGREEMENT, ACQUIRER [71SCLAIMS ALL WAf2RANTIES,
I(VCLUDIAJG, WITHt7UT LIMITATION, AiVY EXPFtESS aft INIPLIED WARftANT1ES OF Pv1ERC}iAfVTABiLiT`( OR FiTNESS FOR A
PARTICULAR PURPOSE. Sub-merchant's sole and exclusive remedy for any and al! claims against Acquirer ansing out o€ or in any v�ay
related to the transactions contemplated herein shall be terminaiion of this Agreement. 1n the event Ynat Sub-merchant has any claim
arising in connection with the 5ervices, rights, andtor obligations defined in this Agreemen#, 5ub-merchant shall proceed against Provirier
and not againsf Acquirer, uniess o#herwise specificaliy set forth in the Operating Regulations. In no evenf shall Acquirer have any liability
to Sutrmerchant with respec# to this Agreerrtent or the Services. Sub-merchant acknowiedges Acquirer is aniy providing this Rgreement to
assist in Provider's pracsssing relationship wiih 5ub-merchant, thai Acquirer is noi liable for any acii�n or failure to act by Pravider, �nd
that Acquirer sha11 have no liahility �r✓hafsoever in connection with any praducts or services provided to Sub-merchant by Provider. if
Pravider is unable to pravide its services to Sub-merchant in connection with this Agreement and Acquirer elec#s fa provide #hoss services
directly, Sub-merchant acknowledges and agrees tha# the provisians af fhis Agreement will no longer apply and the terms of Acquirer's
then current Bank Card Merchant Agreement, which wouid be pravided to Sub-merchant, wil) govern Acquirer's relafionship with 5ub-
merchant. if Provider subsequently proviBes its services to Sub-merchant in connection with this Agreamen#, Acquirer wili cease to
provide such services aftar receipt of natice from Provider and this Agreernent will govern Acquirer's relationship with Sub-merchan#.
6. Miscellaneous. This Agreement is entered into, gaverned by, and cons#rued pursuant to ihe iav✓s of the State af Ohio without regard to
eonflicts of lati:= provisions. This Rgreement may not be assigned by Sub-merchant vrithaut the prior written consent of Acquirer. This
Agreement sha[I be binding upon and inure fo the beneflt of the parfies hereTo and their respective successors, fransferees and assignees.
This Agreement is for the benefit of, and may be enforced only by, Acquirer and �ub-merchant and is not for the benefit ot, and niay not
be enforced by, any other party. Acquirer may amend this Agreement upon nc�tic� io Sub-merchant in accordance with Acquirer`s
standard operating procedure. [f any provision of this Agreement is detem�ined to be il[egai or invalid, such iilegality or invalidity of that
provision wili not af€act any of the remaining provisions and this Agreement wiH be construed as if such provision �s not contained in the
Agreement "Member Bank" as used in this Agr2emenE shall mean a mem6er of V1SR, MasterCard andlor Dis�over, as applicable, that
provides sponsorship services ia connecfian wiih #his Agreement. As ofi the commencement of this Agreement, Member Bank shall be
Fiffh Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The (vtember Bank is a party to this Agreenient. The
Member Bank may be changed, and its rights and obligations assigned to anoiher party by Acquirer at any iime ��nrithout natice ta Sub-
merchanf.
IiV WITNESS WHEREOF, this Agreement has been executed by Sub-merchanPs auihorizerl officer as af the date set farth below,
SUB-MERC (�T; City of Fairfax
�y. '� i
;,
Name:
Title: �a-�����.��.`�',�_'Tt-v°« S"�s'/�'✓
Date: ��-�- —,a. � - � 3
Add�ess: ��za�l k �i- �i `l
-�i��'�a �[ � �`"�- S��a�,
Pa�e 2 ot 2
8_2018