HomeMy WebLinkAbout20100542.tiff RESOLUTION
RE: APPROVE MASTER MERCHANT SERVICE AND PARTICIPATION AGREEMENT FOR
ALTERNATIVE FORMS OF PAYMENT SERVICES AMONG THE STATE OF COLORADO,
WELLS FARGO BANK, N.A., AND ITS SUBSIDIARY WELLS FARGO MERCHANT
SERVICES, LLC, AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with a Master Merchant Service and Participation
Agreement for Alternative Forms of Payment Services among the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Accounting Department, and the State of Colorado, the Wells Fargo Bank, N.A., and its subsidiary
Wells Fargo Merchant Services, LLC, commencing March 1, 2010,with further terms and conditions
being as stated in said agreement, and
WHEREAS,after review, the Board deems it advisable to approve said agreement,a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Master Merchant Service and Participation Agreement for Alternative
Forms of Payment Services among the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Accounting Department, and the
State of Colorado, the Wells Fargo Bank, N.A., and its subsidiary Wells Fargo Merchant Services,
LLC, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 15th day of March, A.D., 2010, nunc pro tunc March 1, 2010.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, RADO
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ara Kirkmeyer, Pro-Temp
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David E. Long
Date of signature:
2010-0542
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MASTER MERCHANT SERVICES AGREEMENT ''?o ♦t
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BETWEEN
THE STATE OF COLORADO AND WELLS FARGO BANK, N.A. and
WELLS FARGO MERCHANT SERVICES, LLC
State of Colorado Department of Treasury
Contract Routing Number 4 L 0 7�
PARTIES
THIS CONTRACT, is entered into by and between the State of Colorado, for the use and benefit
of the Department of Treasury located at 140 State Capitol,Denver, CO 80203 (the"State"),and
Wells Fargo Bank,N.A.,a national banking association,and its subsidiary Wells Fargo Merchant
Services, LLC with offices located at 1200 Montego Way, Walnut Creek, CA 94598. For the
purposes of the Agreement, either or both Wells Fargo Bank, N.A. and Wells Fargo Merchant
Services,LLC will hereinafter be referred to as the"Bank"or"Contractor".
EFFECTIVE DATE AND NONLIABILITY
Contract shall not be effective or enforceable until it is approved and signed by the Colorado
State Controller or designee(hereinafter called the"Effective Date"). The State shall not be
liable to pay or reimburse Contractor for any performance hereunder including, but not limited to,
costs or expenses incurred,or be bound by any provision hereof prior to the Effective Date.
FACTUAL RECITALS
A. Authority exists in the law and funds have been budgeted, appropriated or otherwise made
available and a sufficient unencumbered balance thereof remains available for encumbering
and subsequent payment of this contract through the Colorado Financial Reporting Systems
(COFRS).
B. Required approval, clearance and coordination have been accomplished from and with
appropriate agencies.
C. Contractor's bid was selected in accordance with Colorado law and State Procurement
Rules pursuant to the State's issuance of a request for proposal dated February 25, 2009,
which is a public and competitive bidding process soliciting at least three bids for purposes
of Colorado Constitution Art XVIII,Sec 15, 16 and 17.
D. Authority for the agency entering into this contract arises from Colorado Revised Statutes
(CRS)24-19.5-101 et seq..
E. Contractor is ready,willing and able to provide such services and goods,if applicable.
NOW THEREFORE, in consideration of and subject to the terms, conditions, provisions and
limitations contained in this contract,the State and Contractor agree as follows:
AGREEMENT
1. Definitions
The following terms as used in this contract shall be construed and interpreted as follows, unless
the context otherwise expressly requires a different construction and interpretation:
1.1. "Compensation" means the funds payable to Contractor by the State pursuant to the
Compensation Schedule set forth in Exhibit B which are related to the Goods and Services
set forth in the Statement of Work set forth in Exhibit A,attached hereto and incorporated
herein.
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2010-0542
1.2. "Contract" means this contract for Goods and Services, its terms and conditions, attached
exhibits, documents incorporated by reference under the terms of this contract, and any
future modifying agreements, exhibits, attachments or references that are incorporated
pursuant to State Fiscal Rules and Policies. Without limiting the foregoing, "Contract"
shall specifically include the documents referenced in Section 37(Order of Precedence).
1.3. "Exhibit" means a statement of work document, schedule, budget, or other identified
exhibit which has been incorporated into and attached to this contract.
1.4. "Goods" means anything that is produced or manufactured and that is obtained by the
State,either in and of itself,or in conjunction with services.
1.5. "Services" means services performed or tangible material produced or delivered in the
performance of services.
BASIC CONTRACT TERMS
2. Statement of Work
2.1 Contractor shall perform the Services and provide the Goods (if applicable) described in
Exhibit A,Statement of Work.
3. Performance Standard
Contractor shall perform the Services and deliver the goods, if applicable, described in Exhibit
A, Statement of Work, in accordance with the standard of care, skill and diligence provided by a
professional person or company in performance of work similar to the Services, and all services,
and all consumables, products,and materials used in performance of the Services shall be of good
quality and free from faults and defects. Contractor warrants that Services or goods provided
under this contract shall meet the description in Exhibit A, Statement of Work
4. Performance Term
4.1. This contract shall be effective upon approval by the Colorado State Controller, or
designee, or on November I, 2009, whichever is later (the "Effective Date") and extend
through October 31, 2014. Performance of this contract shall commence as soon as
practicable after the Effective Date and shall be undertaken and performed in the sequence
and manner set forth in Exhibit A, Statement of Work.
4.2. In the event the State desires to continue the Services and a replacement contract has not
been fully approved by the termination date of this contract, the State, upon written notice
to Contractor, may extend this contract for a period of up to three (3) months; provided,
however, that nothing in this Section 4 shall affect Contractor's right to terminate this
contract, for cause, or otherwise, as provided in the Wells Fargo Program Guide (version
WFB1007Xhereinafter,the "Program Guide"), which is attached hereto as Exhibits E and
G and incorporated herein by this reference. The contract shall be extended under the same
terms and conditions as the original contract, including, but not limited to prices, rates and
service delivery requirements; provided however, that Contractor shall continue to be
permitted to adjust prices, rates and service delivery requirements to reflect increases
and/or decreases by Associations in interchange,assessments, and other Association fees or
pass through increases charged by third parties for on-line communications and similar
items as permitted in Section 18 of the Program Guide. This extension shall terminate at
the end of the three (3) month period or when the replacement contract is signed by the
Colorado State Controller or an authorized delegate.
4.3. Financial obligations of the State of Colorado payable after any current fiscal year are
contingent upon the availability of funds for that purpose as set forth in Section 6 of this
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contract; provided, however, that the foregoing shall not be deemed to release the State
from responsibility for any obligations under the Contract prior to termination of the
Contract that have accrued during the current fiscal year and become due and payable after
the current fiscal year including, without limitation, fees owed under the Contract,
Association fees,assessments,fines or penalties,and chargebacks.
5. Compensation
5.1. Payment of compensation pursuant to this contract will be made as earned, in whole or in
part, from available State funds encumbered in the amount set forth in Exhibit B for the
performance of the Services and acquisition of Goods required by this contract and
Exhibit A, Statement of Work. Satisfactory performance under the terms of this contract
shall be a condition precedent to the State's obligation to compensate Contractor.
Contractor's Compensation shall be based upon the Pricing Schedule set forth in Exhibit
B, which shall remain fixed without increase until October 31, 2012, provided that the
Bank may propose an increase in its compensation fee schedule effective November 1,
2012 by notifying the State of such fee increase by no later than August 1, 2012. The
State acknowledges that Bank may, at any time throughout the term of the Contract, pass
through(1)any price,assessment,or other fee increases from Visa, Mastercard,or another
card association, and(2)other pass through costs not directly assessed by the Bank. After
November 1, 2012, Contractor may increase its fees for Services for any reason by
notifying the State by no later than August 1,2012. The State shall be notified of any such
price increase by not later than August 1, 2012. Any such price increase shall be
negotiated in good faith and shall be effective November 1, 2012 and remain in effect for
the remaining two years of the Contract ending October 31,2014.
5.2.Contractor represents that the fees and expenses set forth in Exhibit B constitute all the fees
and expenses applicable to the State under this Contract and,except as disclosed in Exhibit
B, Contractor shall not assess or implement any additional fees or expenses. All
transactions of the State, State agencies, institutions of higher education and Participating
Entities shall be aggregated in determining the applicable Interchange Levels and the fee
associated with such Levels. The fees and expenses in Exhibit B include equipment pricing
for new equipment only. Refurbished and other equipment may be available at different
prices. Equipment rental will be provided to the State and Participating Entities at a
competitive price.
5.3. The State shall not be liable to Contractor for payment of work or services or for costs or
expenses incurred by Contractor prior to the"Effective Date".
6. Availability of Funds
This contract is contingent upon the continuing availability of State appropriations as provided in
Section 2 of the Colorado Special Provisions, incorporated as a part of this contract. The State is
prohibited by law from making fiscal commitments beyond the term of its current fiscal period.
If State of Colorado funds are not appropriated, or otherwise become unavailable to fund this
contract, the State may immediately terminate the contract in whole or in part without further
liability; provided, however, that the foregoing shall not be deemed to release the State from
responsibility for any obligations under the Contract prior to termination of the Contract that have
accrued during the current fiscal year and become due and payable after the current fiscal year
including, without limitation, fees owed under the Contract, Association fees, assessments, fines
or penalties,and chargebacks.
7. Procedures For and Obligations of Contract Performance
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Refer to section 18 of the Wells Fargo Program Guide, attached hereto as Exhibit F.
Uncontested amounts not paid by the State within forty-five (45)days shall bear interest on the
unpaid balance beginning with the forty-sixth(46th)day at a rate of one percent(1%)per month
until paid in full; provided, however,that no interest shall accrue with respect to unpaid amounts
for which the State has delivered to Contractor notice of a good faith dispute.
8. Inspection and Acceptance
The State reserves the right to inspect Services and Goods provided under this contract at all
reasonable times and places during the term of this contract, including any extensions. If any of
the Services or Goods does not conform to contract requirements, the State may require
Contractor to promptly perform the Services or provide Goods again in conformity with contract
requirements, at no additional cost to the State. When defects in the quality or quantity of
Services and Goods cannot be corrected by re-performance,the State may:
(a) require Contractor to take necessary action to ensure that future performance
conforms to this contract requirements;and
(b) equitably reduce the payment due to Contractor to reflect the reduced value of the
Services performed or Goods provided.
These remedies shall in no way limit the remedies available to the State in other provisions of this
contract or remedies otherwise available in equity or at law,all of which may be exercised by the
State, at its option, in lieu of or in conjunction with the preceding measures. Furthermore, the
reduction,delay or denial of payment under this provision shall not constitute a breach of contract
or default by the State.
9. Reporting Contractor shall provide the State with reports of the credit card transactions
and alternative forms of payment facilitated by Contractor on behalf of the State and
Participating Entities via a secure online reporting system. Such system shall provide the
State and each Participating Entity with access to their Merchant Account transactions for a
period of at least 90 days, and allow the State to sort and print reports by Merchant Account
and by Participating Entity.
10. Rights in Data,Documents,and Computer Software
10.1 Any data or other documents, materials, or work product of any type, including drafts,
prepared by Contractor in the performance of its obligations under this Contract(the"Work
Product"), shall be the exclusive property of the State. The rights of the State with respect
to such Work Product shall include, but not be limited to, the right to copy, publish,
display,transfer,prepare derivative works,or otherwise use such Work Product.
10.2 Contractor shall not use, willingly allow, cause or permit such Work Product to be used for
any purpose other than the performance of Contractor's obligations under this Contract,
without the prior written consent of the State.
11. Maintenance,Audit and Inspection and Monitoring of Records
11.1 Contractor shall maintain a complete paper or electronic record of all transactions and
statements which pertain to the delivery of Services or Goods under this contract, and shall
maintain such records for a period of three (3) years after the date of termination of this
contract or final payment hereunder,whichever is later,or for such further period as may be
necessary to resolve any matters which may be pending; provided, that if an audit by or on
behalf of the Federal and/or Colorado State government has begun but is not completed or
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audit findings have not been resolved after a three (3) year period, such materials shall be
retained until the resolution of the audit findings.
11.2 During the term of the Contract and for a period of three(3)years following termination of
this contract or final payment hereunder,whichever is later, Contractor shall cooperate with
State, Federal government or any other duly authorized agent of a governmental agency
("Auditing Entities") to provide any information reasonably requested by the Auditing
Entities that is necessary or required to verify Contractor's performance of Services in
accordance with applicable law and the terms and conditions of this Agreement provided
that(i) such audits by the Auditing Entities may only occur during normal business hours at
the locations where Contractor retains records, and only after providing reasonable notice
to Contractor (not less than five (5) business days' notice), (ii) such inspections will be
conducted in a manner that is designed to minimize any adverse impact on normal business
operations, and(iii)the Auditing Entities will comply with all standard safety and security
procedures of Contractor in conducting any such audits. Upon request, Contractor shall
cause its processing subcontractor, First Data Merchant Services Corporation, to provide
access to a copy of its SAS70(type II)audit report to the State and its auditors. First Data
Merchant Services Corporation asserts that its SAS70 (type II) is a trade secret and
confidential commercial information and not a public record under the Colorado Open
Records Act. The SAS70 document will be available for review at a Wells Fargo office in
Denver,CO during normal business hours.
11.3 Contractor also shall permit these same described entities to monitor all activities
conducted by Contractor pursuant to the terms of this contract. As the monitoring agency,
in its sole discretion, may deem necessary or appropriate, such monitoring may consist of
internal evaluation procedures, examination of program data, special analyses, on-site
checking, formal audit examinations, or any other reasonable procedure. All such
monitoring shall (i) be performed in a manner that will not unduly interfere with contract
performance,(ii)be conducted in a manner that is designed to minimize any adverse impact
on normal business operations, and (iii) comply with all standard safety and security
procedures of Contractor. In addition, (a) all on-site monitoring activities shall only occur
during normal business hours at the locations where Contractor performs services or retains
records related to the subject matter of this Contract, and only after providing reasonable
notice to Contractor(not less than five(5)business days' notice).
12. Confidentiality of State Records and Information and Security Requirements
12.1 Contractor acknowledges that it will come into contact with confidential information in
connection with this contract or in connection with the performance of its obligations under
this contract, including but not limited, to personal records and information of individuals.
It shall be the responsibility of Contractor to keep all State records and information
confidential at all times and to comply with all Colorado State and Federal laws and
regulations concerning the confidentiality of information to the same extent applicable to
the State. Any request or demand for information in the possession of Contractor made by
a third party who is not an authorized party to this contract will be denied and may be
forwarded to the State's principal representative for resolution.
12.2 Contractor shall obtain similar confidentiality commitments from all of its agents,
employees, subcontractors and assigns who will come into contact with State information.
Contractor shall provide and maintain a secure environment that ensures confidentiality of
all State records and information wherever located. Contractor and its subcontractors shall
adhere to its security protocols when handling and processing credit and debit card
transactions on behalf of the State. No State information of any kind shall be distributed or
sold to any third party or used by Contractor or its agents in any way, except as may be
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necessary for Contractor to perform its obligations under the Contract Disclosure of State
records or information may be cause for legal action against Contractor or its agents.
Defense of any such action shall be the sole responsibility of Contractor.
12.3 The Contractor shall notify the State of any breach in the security and confidentiality of the
State's or any consumer information held by the Contractor in connection with the services
performed under this Contract. At Contractor's sole expense,the Contractor shall notify
the end user of any potential compromise in the security of their financial or personal
identification information and will educate such end users on how to protect their credit and
identifying information,in accordance with applicable law.
12.4 The Contractor shall conduct a security and background review of all employees and
subcontractor employees that handle funds,process credit card transactions or have access
to funds under this contract. The Contractor shall require each individual that processes
credit card transactions to satisfy such security requirements and to adhere to the security
policies of each State agency.
13. Litigation,Rating Change and Regulatory Reporting
Upon request,Contractor shall provide the State with a copy of its quarterly SEC Form 10-
Q within 30 days of filing. For material lawsuits,Contractor shall notify the State in
writing,within forty-five(45)days after being served with a summons,complaint,or other
pleading in a case by a plaintiff that is a State agency or Participating Entity involving
Services performed by Contractor under this Contract.
14. Conflict of Interest.
14.1 During the term of this contract, Contractor shall not engage in any business or personal
activities or practices or maintain any relationships which conflict in any way with the full
performance of Contractor's obligations under this contract.
14.2 Additionally, Contractor acknowledges that in governmental contracting, even the
appearance of a conflict of interest is harmful to the interests of the State. Thus,Contractor
shall refrain from any practices, activities or relationships that could reasonably be
considered to be in conflict with the full performance of Contractor's obligations to the
State in accordance with the terms and conditions of this contract, without the prior written
approval of the State.
14.3. In the event that Contractor is uncertain whether the appearance of a conflict of interest
may reasonably exist,Contractor shall submit to the State a full disclosure statement setting
forth the relevant details for the State's consideration and direction. Failure to promptly
submit a disclosure statement or to follow the State's direction in regard to the apparent
conflict shall be grounds for termination of the contract.
14.4. Contractor and subcontractors, permitted under the terms of this contract, shall maintain a
written code of standards governing the performance of their respective employees engaged
in the award and administration of contracts. No employee, officer or agent of Contractor
or any permitted subcontractor shall participate in the selection, or in the award or
administration of a contract or subcontract supported by Federal funds if a conflict of
interest,real or apparent,would be involved.
Such a conflict would arise when:
(a) an employee,officer or agent;
(b) any member of the employee's immediate family;
(c) an employee's partner;or
(d) an organization,which employs,or is about to employ,any of the above,
has a financial or other interest in the firm selected for award. Contractor's or
subcontractor's officers, employees, or agents shall neither solicit nor accept gratuities,
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favors, or anything of monetary value from Contractor, potential contractors, or parties to
sub-agreements.
REPRESENTATIONS AND WARRANTIES
15. Warranties. In addition to the warranties provided in Section 20 of the Program Guide,
during the term of this contract and for a period of six months following the State's final
acceptance under this contract,Contractor warrants as follows:
15.1[Reserved]
15.2 Contractor shall provide to the State all applicable written manufacturer's warranties that
Contractor receives from such manufacturers.
15.3Contractor represents and warrants that all services provided under this Agreement will be
performed in a competent,professional and workmanlike manner.
15.4 All statements and representations made to the State by the Contractor in the Proposal,
during the selection process (including any oral interview) during the negotiation of this
Contract and in this Contract are true and correct as of the date of this Contract.
15.5 Contractor has made full disclosure to the State of all fees,expenses,surrender charges,and
transfer restrictions applicable to providing services under this Contract.
15.6 Contractor warrants that its processing subcontractor and their systems,are in compliance
with the Payment Card Industry Data Security Standard(PCIDSS)as set forth by the
Payment Card Industry Security Standards Council and its successors.
I5.7Contractor shall maintain commercially reasonable disaster recovery and business continuity
plans. Such plans are to be tested annually at a minimum. Upon request, Contractor shall
provide the State with an initial overview of such plans, and annual updates and testing
results thereafter at least forty-five(45)days prior to the anniversary date of the contract.
16. Licenses,Permits,and Responsibilities
Contractor certifies that,at the time of entering into this contract, it has or will promptly obtain all
necessary licenses,certifications, approvals, insurance, permits, and other authorizations required
to properly perform the Services and/or deliver the Goods covered by this contract. Contractor
warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits,
and other authorizations required to properly perform this contract, without reimbursement by the
State or other adjustment in contract price. Additionally,all employees of Contractor performing
services under this contract shall hold the required licenses or certification, if any, to perform
their responsibilities. Contractor, if a foreign corporation or other entity transacting business in
the State of Colorado, further certifies that it currently has obtained and shall maintain any
applicable certificate of authority to do business in the State of Colorado and has designated a
registered agent in Colorado to accept service of process, or that Contractor is a national banking
association exempt from such registration requirements. Any revocation, withdrawal or non-
renewal of licenses,certifications,approvals, insurance, permits or any such similar requirements
necessary for Contractor to properly perform this contract, shall be deemed to be a default by
Contractor and grounds for termination of this contract by the State.
17. Tax Exempt Status
Contractor acknowledges that the State of Colorado is not liable for any sales, use, excise,
property or other taxes imposed by any Federal, State or local government tax authority. The
State also is not liable for any Contractor franchise or income related tax. No taxes of any kind
shall be charged to the State.
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18. Legal Authority
Contractor warrants that it possesses the legal authority to enter into this contract and that it has
taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that
authority, and to lawfully authorize its undersigned signatory to execute this contract and to bind
Contractor to its terms. Contractor agrees it shall submit voluntarily to the personal jurisdiction
of the Federal and State courts in the State of Colorado and venue in the City and County of
Denver, Colorado. The person(s) executing this contract on behalf of Contractor warrant(s) that
such person(s)have MI authorization to execute this contract.
19. Compliance with Applicable Law
19.1 Contractor and State shall at all times during the term of this Contract strictly adhere to, and
comply with, all applicable Federal and Colorado State laws, and their implementing
regulations, as they currently exist and may hereafter be amended, which laws and
regulations are incorporated herein by this reference as terms and conditions of this
contract. Contractor and State also shall require compliance with such laws and regulations
by subcontractors under subcontracts permitted under this Contract.
19.2 Contractor acknowledges that it holds the State's property as a custodian and has a
fiduciary duty to insure that the property be held for the exclusive benefit of the State in a
custodial capacity. The proceeds from the sale of the State's property must be remitted to
the State. In the event this Contract is terminated, with or without cause, the Contractor
shall promptly remit to the State all State property in the Contractor's possession or
custodianship and shall provide the State with a complete accounting of any pending sales,
sales proceeds and property returned to the State upon termination of the contract.
20. Remedies
20.1 In addition to any other remedies provided for in this contract, and without limiting the
remedies otherwise available at law or in equity, the State may exercise the following
remedial actions if Contractor substantially fails to satisfy or perform the duties and
obligations in this contract. "Substantial failure" to satisfy duties and obligations shall be
defined to mean material, insufficient, incorrect or improper performance, activities, or
inaction by Contractor. These remedial actions are as follows:
(a) Suspend Contractor's performance pending necessary corrective action as specified
by the State,without Contractor's entitlement to adjustment in price/cost or schedule.
Furthermore, at the State's option, a directive to suspend may include suspension of
this entire contract or any particular part of this contract that the State determines in
good faith would not be beneficial or in the State's best interests due to Contractor's
substantial non-performance. Accordingly,the State shall not be liable to Contractor
for costs incurred after the State has duly notified Contractor of the suspension of
performance under this provision, and Contractor shall promptly cease performance
and incurring costs in accordance with the State's directive;
(b) Withhold payment to Contractor until the necessary Services or Goods or corrections
in performance,development or manufacture are satisfactorily completed;
(c) Request the removal from work on this contract of employees or agents of Contractor
identified by the State, in its reasonable judgment, as being incompetent, careless,
insubordinate, unsuitable, or otherwise unacceptable, or whose continued
employment on this contract the State deems to be contrary to the public interest or
not in the best interests of the State;
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(d) Deny payment for those Services or obligations which have not been performed
and/or Goods which have not been provided and which,due to circumstances caused
by Contractor, cannot be performed, or if performed would be of no value to the
State. Denial of the amount of payment must be reasonably related to the value of
work or performance lost to the State; and/or
(e) Terminate this contract for default.
The above remedies are cumulative and the State, in its sole discretion, may exercise any or all of
them individually or simultaneously.
21. [Reserved]
22. Termination for Default/Cause
If Contractor refuses or fails to perform any of the provisions of this contract with such diligence
as will ensure its completion within the time and pursuant to the requirements and terms specified
in this contract, the State may notify Contractor in writing of such non-performance. If
Contractor fails to promptly correct such delay or non-performance within the time specified,the
State, may at its option, terminate this entire contract or such part of this contract as to which
there has been delay or a failure to properly perform. The Contractor acknowledges that a service
disruption of 72 continuous hours entitles the State to terminate this Contract for cause and
pursue the remedies hereunder. If terminated for cause,the State shall only reimburse Contractor
for accepted work or deliverables received up to the date of termination and final payments may
be withheld. In the event of termination, all finished or unfinished documents, data, studies,
research surveys, reports,other materials prepared by Contractor,or materials owned by the State
in the possession of Contractor, at the option of the State, shall be returned immediately to the
State or retained by the State as its property. At the State's option, Contractor shall continue
performance of this contract to the extent not terminated, if any, and shall be liable for excess
costs incurred by the State in procuring from third parties replacement services or substitute
goods as cover. Upon termination by the State, Contractor shall take timely, reasonable and
necessary action to protect and preserve property in the possession of Contractor in which the
State has an interest. Further, the State may withhold amounts due to Contractor as the State
deems necessary to protect the State against loss because of outstanding liens or claims of former
lien holders and to reimburse the State for the excess costs incurred in procuring similar goods or
services. Any action taken by the State hereunder or pursuant to paragraph 15 shall not be cause
for Contractor to terminate this Contract for default or material breach.
23.Insurance
23.1 The Contractor shall obtain,and maintain at all times during the term of this agreement,
insurance in the following kinds and amounts:
a. Worker's Compensation Insurance as required by state statute, and Employer's Liability
Insurance covering all of the contractor's employees acting within the course and scope
of their employment.
b. Commercial General Liability Insurance written on ISO occurrence form CG 00 01
10/93 or equivalent,covering premises operations, fire damage, independent contractors,
products and completed operations,blanket contractual liability,personal injury,and
advertising liability with minimum limits as follows:
i. $10,000,000 each occurrence;
ii. $10,000,000 general aggregate;
iii. $10,000,000 products and completed operations aggregate;and
iv. $500,000 any one fire.
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If any aggregate limit is reduced below$10,000,000 because of claims made or paid,the
Contractor shall immediately obtain additional insurance to restore the full aggregate
limit and furnish to the State a certificate or other document satisfactory to the State
showing compliance with this provision.
c. Automobile Liability Insurance covering any auto(including owned,hired and non-
owned autos)with a minimum limit as follows: $1,000,000 each accident combined
single limit.
d. Bankers Professional Liability. Bankers Professional Liability coverage against loss
arising from claims of wrongful acts committed in the performance of professional
services in an amount of at least$50,000,000.
e. Financial Institution Bond and Computer Crime(Bankers Blanket Bond Form 24)for
loss of money/securities plus other properties resulting from employee dishonesty,
robbery,burglary,or mysterious disappearance; loss of accepting forged or counterfeit
checks and securities;a third-party interloper who accesses a computer or telex
communication line and modifies or creates a message that results in a loss where
Contractor is held liable in an amount of at least$100,000,000.
23.2 The State of Colorado shall be named as additional insured on the Commercial General
Liability and Automobile Liability Insurance policies(leases and construction contracts
will require the additional insured coverage for completed operations on endorsements CG
2010 11/85,CG 2037,or equivalent). Coverage required of the contract will be primary
over any insurance or self-insurance program carried by the State of Colorado. Proof of
said insurance shall be delivered to the State annually at least 30 days prior to the
anniversary date of the contract.
23.3 The Insurance shall include provisions preventing cancellation or non-renewal without at
least 45 days prior notice to the State by certified mail.
23.4 The Contractor will require all insurance policies in any way related to the contract and
secured and maintained by the Contractor to include clauses stating that each carrier will
waive all rights of recovery,under subrogation or otherwise,against the State of Colorado,
its agencies, institutions,organizations,officers,agents,employees and volunteers.
23.5 All policies evidencing the insurance coverages required hereunder shall be issued by
insurance companies satisfactory to the State.
23.6 The Contractor shall provide certificates showing insurance coverage required by this
contract to the State within 7 business days of the effective date of the contract,but in no
event later than the commencement of the services or delivery of the goods under the
contract. No later than 15 days prior to the expiration date of any such coverage,the
Contractor shall deliver the State certificates of insurance evidencing renewals thereof. At
any time during the term of this contract,the State may request in writing,and the
Contractor shall thereupon within 10 days supply to the State,evidence satisfactory to the
State of compliance with the provisions of this section.
23.7 Notwithstanding subsection a of this section, if the Contractor is a"public entity"within the
meaning of the Colorado Governmental Immunity Act, CRS 24-10-101,et seq.,as
amended("Act"),the contractor shall at all times during the term of this contract maintain
only such liability insurance,by commercial policy or self-insurance,as is necessary to
meet its liabilities under the Act. Upon request by the State,the Contractor shall show
proof of such insurance satisfactory to the State.
24. Governmental Immunity
Notwithstanding any other provision of this contract to the contrary, no term or condition of this
contract shall be construed or interpreted as a waiver, express or implied, of any of the
immunities, rights, benefits, protection, or other provisions of the Governmental Immunity Act.
10
The parties understand and agree that liability for claims for injuries to persons or property
arising out of negligence of the State of Colorado, its departments, institutions, agencies, boards,
officials and employees is controlled and limited by the provisions of sections 24-10-101,et. seq.,
C.R.S., as now or hereafter amended and the risk management statutes, sections 24-30-1501, et
seq.,C.R.S.,as now or hereafter amended.
25. Force Majeure
Neither Contractor nor the State shall be liable to the other for any delay in, or failure of
performance of, any covenant or promise contained in this contract, nor shall any delay or failure
constitute default or give rise to any liability for damages if, and only to the extent that, such
delay or failure is caused by "force majeure." As used in this contract"force majeure"means acts
of God; acts of the public enemy; public health/safety emergency acts of the State or any
governmental entity in its sovereign capacity; fires; floods, epidemics; quarantine restrictions;
strikes or other labor disputes;freight embargoes;or unusually severe weather.
MISCELLANEOUS PROVISIONS
26. Representatives
Each individual identified below is the principal representative of the designating party. All
notices required to be given to a party pursuant to this contract shall be mail or courier to such
party's principal representative at the address for such party set forth below. Either party may
from time to time designate by written notice substitute addresses or persons to whom such
notices shall be sent.
For the State:
Name: Sandy Tan
Title: Cash Manager
Address: 140 State Capitol
Denver CO 80203
Telephone: (303)866-3253
For Contractor:
Name: Tracy J. Seng
Title: Relationship Management
Address: 1200 Montego Way
Walnut Creek,CA 94598
Telephone: (925)746-7480
27. Assignment and Successors
Contractor's rights and obligations under this contract shall be deemed to be personal and may not be
transferred,assigned or subcontracted without the prior,written consent of the State,which shall not
be unreasonably withheld. Any attempt at assignment, transfer or subcontracting without such
consent shall be void. All subcontracts and subcontractors consented to by the State shall be made
subject to the requirements, terms and conditions of this contract, including but not limited to a
specific representation by any subcontractor that their courier personnel have current security and
background clearance and agree to the State's security and confidentiality requirements and
protocols. Contractor alone shall be responsible for all subcontracting arrangements, directions and
delivery of subcontracted work or Goods, and performance of any subcontracted Services.
Contractor shall require and ensure that each subcontractor shall assent in writing to all the terms and
11
conditions of this contract, including an obligation of the subcontractor to indemnify the State as is
required under Section 3 of the Colorado Special Provisions,incorporated as a part of this contract.
28. Third Party Beneficiaries
The enforcement of the terms and conditions of this contract and all rights of action relating to
such enforcement shall be strictly reserved to the State and Contractor. Except for Participating
Entities set forth in paragraph 36 and Exhibit D, and as otherwise set forth in the Wells Fargo
Program Guide (version WFB 1007) and any amendments thereto, nothing contained in this
contract shall give or allow any claim or right of action whatsoever by any third person. It is the
express intention of the State and Contractor that any such person or entity,other than the State or
Contractor, receiving services or benefits under this contract shall be deemed an incidental
beneficiary only.
29. Severability
To the extent this contract may be executed and performance of the obligations of the parties may
be accomplished within the intent of the contract, the terms of this contract are severable. Should
any term or provision hereof be declared invalid or become inoperative for any reason, such
invalidity or failure shall not affect the validity of any other term or provision hereof.
30. Waiver
The waiver of any breach of a term, provision, or requirement of this contract shall not be
construed or deemed as waiver of any subsequent breach of such term, provision,or requirement,
or of any other term, provision,or requirement.
31. Entire Understanding
This Contract,and other documents expressly incorporated herein(as further set forth in Sections
1.2 and 37 of this Agreement), is intended as the complete integration of all understandings
between the parties. Except as expressly provided herein, no prior or contemporaneous addition,
deletion, or other amendment hereto shall have any force or affect whatsoever, unless embodied
herein in writing.
32. Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary, all terms and conditions of this contract,
including but not limited to its exhibits and attachments, which may require continued
performance,compliance,or effect beyond the termination date of the contract,shall survive such
termination date and shall be enforceable by the State in the event of the Contractor's failure to
perform or comply as required.
33. Modification and Amendment
33.1 This contract is subject to such modifications as may be required by changes in Federal or
Colorado State law, or their implementing regulations. Any such required modification
automatically shall be incorporated into and be part of this contract on the effective date of
such change,as if fully set forth herein.
33.2 Except as specifically provided in this contract, no modification of this contract shall be
effective unless agreed to in writing by both parties in an Amendment to this contract,
properly executed and approved in accordance with Colorado State law and State Fiscal
Rules. This Contract is also subject to modification as set forth in Sections 15 and 34.7 of
the Wells Fargo Program Guide Version WFB1007 attached hereto including any
amendments thereto. Upon receipt of such notification by the State from the Contractor of
12
such a modification, the parties shall mutually cooperate to execute an amendment to this
Contract to incorporate material amendments to the Program Guide or other provisions of
this Contract.
34. Venue
Venue for any action related to performance of this contract shall be in the City and County of
Denver,Colorado.
35.State Contract Management System. Contractor agrees to be governed,and to abide,by
the provisions of CRS §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102
concerning the monitoring of vendor performance on state contracts and inclusion of contract
performance information in a statewide contract management system.
Contractor's performance shall be subject to Evaluation and Review in accordance with the terms
and conditions of this Contract, State law, including CRS §24-103.5-101,and State Fiscal Rules,
Policies and Guidance. Evaluation and Review of Contractor's performance shall be part of the
normal contract administration process and Contractor's performance will be systematically
recorded in the statewide Contract Management System. Areas of Evaluation and Review shall
include,but shall not be limited to quality,cost and timeliness. Collection of information relevant
to the performance of Contractor's obligations under this Contract shall be determined by the
specific requirements of such obligations and shall include factors tailored to match the
requirements of Contractor's obligations. Such performance information shall be entered into the
statewide Contract Management System at intervals established herein and a final Evaluation,
Review and Rating shall be rendered within 30 days of the end of the Contract term.Contractor
shall be notified following each performance Evaluation and Review,and shall address or correct
any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that Contractor demonstrated a
gross failure to meet the performance measures established hereunder,the Executive Director of
the Colorado Department of Personnel and Administration(Executive Director),upon request by
the Colorado State Treasury,and showing of good cause, may debar Contractor and prohibit
Contractor from bidding on future contracts.Contractor may contest the final Evaluation, Review
and Rating by: (a)filing rebuttal statements,which may result in either removal or correction of
the evaluation(CRS §24-105-102(6)),or(b)under CRS §24-105-102(6),exercising the
debarment protest and appeal rights provided in CRS §§24-109-106, 107,201 or 202,which may
result in the reversal of the debarment and reinstatement of Contractor,by the Executive Director,
upon showing of good cause.
36. Participating Entities. The State may authorize an instrumentality or political subdivision
of the State to participate in the Master Service Agreement by having such entity execute a
Master Service Agreement Participation Agreement, attached as Exhibit D and incorporated
herein by reference. Under no circumstances shall the State be responsible for any loss, liability,
deposit,fee or credit card transaction which is attributable to a Participating Entity.
37. Order of Precedence
The provisions of this contract shall govern the relationship of the State and Contractor. In the
event of conflicts or inconsistencies between this contract and its exhibits or attachments, such
conflicts or inconsistencies shall be resolved by reference to the documents in the following order
of priority:
(a) Colorado Special Provisions,pages 14 to
13
(b) Remaining pages of the contract,pages 1 to La.
(c) Exhibit A, Statement of Work
(d) Exhibit B,Compensation
(e) Exhibit C,Performance Standards and Penalties
(f) Exhibit D,Participation Agreement
(g) Exhibit E,Amendment to Wells Fargo Program Guide
(h) Exhibit F, Wells Fargo Program Guide, Sections 1 through 13, Master Card, Visa
and Discover Operating Procedures
(i) Exhibit G, Wells Fargo Program Guide, Sections 14 through 35 and 37 Wells Fargo
General Terms
(j) Exhibit H, Request for Proposal Alternative Forms of Payment Services State of
Colorado University of Colorado Dated February 25,2009.
(k) Exhibit I, Proposal for Alternative Forms of Payment Services Presented by Wells
Fargo Merchant Services,LLC(WFMS) Dated March 23, 2009.
(I) Exhibit J, Wells Fargo Merchant Services Application
Special Provisions
These Special Provisions apply to all contracts except where noted in italics.
1. CONTROLLER'S APPROVAL. CRS§24-30-202(1). This contract shall not be valid until
it has been approved by the Colorado State Controller or designee.
2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable
after the current fiscal year are contingent upon funds for that purpose being appropriated,
budgeted,and otherwise made available.
3. GOVERNMENTAL IMMUNITY. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101
et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now
or hereafter amended.
4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an
independent contractor and not as an employee. Neither Contractor nor any agent or employee of
Contractor shall be deemed to be an agent or employee of the State. Contractor and its employees
and agents are not entitled to unemployment insurance or workers compensation benefits through
the State and the State shall not pay for or otherwise provide such coverage for Contractor or any
of its agents or employees. Unemployment insurance benefits will be available to Contractor and
its employees and agents only if such coverage is made available by Contractor or a third party.
Contractor shall pay when due all applicable employment taxes and income taxes and local head
taxes incurred pursuant to this contract. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly set
forth herein. Contractor shall (a) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, (b)provide proof thereof
when requested by the State, and (c) be solely responsible for its acts and those of its employees
and agents.
14
5. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal
and State laws, rules, and regulations in effect or hereafter established, including, without
limitation, laws applicable to discrimination and unfair employment practices.
6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall
be applied in the interpretation, execution, and enforcement of this contract. Any provision
included or incorporated herein by reference which conflicts with said laws, rules,and regulations
shall be null and void. Any provision incorporated herein by reference which purports to negate
this or any other Special Provision in whole or in part shall not be valid or enforceable or
available in any action at law,whether by way of complaint,defense,or otherwise.Any provision
rendered null and void by the operation of this provision shall not invalidate the remainder of this
contract,to the extent capable of execution.
7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to
binding arbitration by any extra judicial body or person. Any provision to the contrary in this
contact or incorporated herein by reference shall be null and void.
8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or
other public funds payable under this contract shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Contractor hereby certifies and warrants that,during the term of this contract and any
extensions,Contractor has and shall maintain in place appropriate systems and controls to prevent
such improper use of public funds. If the State determines that Contractor is in violation of this
provision, the State may exercise any remedy available at law or in equity or under this contract,
including, without limitation, immediate termination of this contract and any remedy consistent
with federal copyright laws or applicable licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS §§24-18-201
and 24-50-507. The signatories aver that to their knowledge, no employee of the State has any
personal or beneficial interest whatsoever in the service or property described in this contract.
Contractor has no interest and shall not acquire any interest,direct or indirect,that would conflict
in any manner or degree with the performance of Contractor's services and Contractor shall not
employ any person having such known interests.
10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30.202.4. [Not Applicable to
intergovernmental agreements] Subject to CRS §24-30-202.4 (3.5), the State Controller may
withhold payment under the State's vendor offset intercept system for debts owed to State
agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of
tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due
to the Student Loan Division of the Department of Higher Education; (d)amounts required to be
paid to the Unemployment Compensation Fund;and(e)other unpaid debts owing to the State as a
result of final agency determination or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to
agreements relating to the offer, issuance, or sale of securities, investment advisory services or
fund management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Contractor certifies, warrants, and agrees that it
does not knowingly employ or contract with an illegal alien who will perform work under this
contract and will confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this contract,through participation in the
15
E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5Xc),
Contractor shall not knowingly employ or contract with an illegal alien to perform work under
this contract or enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
this contract. Contractor(a)shall not use E-Verify Program or Department program procedures to
undertake pre-employment screening of job applicants while this contract is being performed, (b)
shall notify the subcontractor and the contracting State agency within three days if Contractor has
actual knowledge that a subcontractor is employing or contracting with an illegal alien for work
under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing
or contracting with the illegal alien within three days of receiving the notice,and(d)shall comply
with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-
17.5-102(5),by the Colorado Department of Labor and Employment. If Contractor participates in
the Department program, Contractor shall deliver to the contracting State agency, Institution of
Higher Education or political subdivision a written, notarized affirmation, affirming that
Contractor has examined the legal work status of such employee, and shall comply with all of the
other requirements of the Department program. If Contractor fails to comply with any
requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution
of higher education or political subdivision may terminate this contract for breach and, if so
terminated,Contractor shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS§24-76.5-101.Contractor, if
a natural person eighteen (18)years of age or older, hereby swears and affirms under penalty of
perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has
produced one form of identification required by CRS §24-76.5-103 prior to the effective date of
this contract.
Revised 1-1-09
16
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
*Penns signing for Contractor hereby swear and affirm that they are authorized to act on
Contractor's behalf and acknowledge that the State is relying on their representations to that effect.
CONTRACTOR STATE OF COLORADO
Wells Fargo Bank,N.A. Bill Ritter,Jr. GOVERNOR
By: Department of Treasury
Y ��awa- C Cary Kennedy, State Treasurer
52 mer Title: N n _
* ignature By: Eric Rothaus, Deputy Treasurer
Date: lib NI of Date: 7/?7,9
Wells Fargo Merchant Services,L.L.C.
By: Ctim-i..r.c-. LEGAL REVIEW
Title: Se John W. Suthers,Attorney General
/1 A _ By: 1ikttnerai
C .
gnature-
*Sigicure
a
Date: Vi '{ Ioq Date: (c tic(/'
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid until
signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance
until such time.If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay
Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
David J. McDermott,CPA
�• t Date: (Dili(I 7
17
Exhibit A
Contractor shall process credit card transactions and alternative forms of payment on
behalf of the State,its agencies and Institutions of Higher Education and certain
Participating Entities pursuant to the following:
Entitled: Proposal for Alternative Forms of Payment Services Presented by Wells Fargo
Merchant Services,LLC (WFMS)Dated March 23, 2009, attached hereto as Exhibit I.
Described as: 73 pages in length consisting of the following: a one-page cover sheet, an
undated cover letter,a one-page Table of Contents labeled page 3, a 70 page response to
the Request for Proposal issued by the State on February 25,2009,labeled pages 4
through 73.
The 70 page response section covers all of the questions from the Request for Proposal
for Alternative Forms of Payment Services issued by the Colorado State Treasury
attached hereto as Exhibit I, and WFMS responses to each question and requirement.
Exhibit B-Compensation/Fee Schedule
Wells Fargo Merchant Services,LLC.-(WFMS-Pricing Terms)
State of Colorado a Colorado University
Proposal Date: 10/07109
Sales Oflncer: Bill Coward
Assumptions
Credit Card Volume See Table A
Average Transaction Size $98
Number ci Locations 405
Anticipated Interchange Levels Retell: 001 009/023
MOTO wl AVS(CNP): 003 011/034
Internet: 020 089/077
Communications Method lire charge,weed separately Did 8 Lease Line
Internet Gateway Other Gateway-direct bill to client and Authorize net
Pricing Method Interchange+Assessments+Access Fees+Rate
Credit Card Processing Fees 1
Interchange Plus the Following Fees:
Table A:
TINS(t) Annual Net Vise I Mistiness (2) Visa I MasterCard (3)
1 $80,000,000 to$140,000,000 0.10%
2 3140,000,001 to$220,000,000 0.08%
3 $220,000,001 and uQ 0.07%
ate(see Table A-column 3):Assessed on Owes Visa,MasterCard Sales
$0.0025 VI Access Fees on each gross sales transaction
$0.0017 MC Access Fees on each gross sales transaction
0.0925%Assessments On Gross Visa and Discover®Network Card Sales
0.095%Assessments On Gross MC Sales
PIN Debit 8 Electronic Benefits Transfer(EBT)Processing Fees
EST AND DEBIT NOT ENTITLED
Applicable Debit Network,Switch,Service and Administrative fees are passed through on all PIN Debit transactions(completed and
declined). Applicable Debit Network Interchange fees we passed through on completed PIN Debit transactions only.
Applicable Fee Schedules:
VIWMasterCsrdloleeover®Network Card Interchange CluslifkatIon Matrix littps://www.wellsfargo.comlbizlinterchangeplus
if you do not here Internet access,please contact your Merchant Card Representative and request that a Copy of the
applicable fee schedule be mailed or faxed to you.
Other Processing Fees
Set-Up Fee WAIVED 9 - WAIVED
Chapbook Fee' $ 10.00 per chargeback
Monthly Service Fee(per location) S - per month
Internet Monthly Service Fee(per Internet location) S 20.00 per month
Statement Billing Fee(Paper Statement)' S - per month
Voice Authorization Fee S 0.50 per attempt
Annual Fee WANED S - WANED
AuthorizationiEDC Fee-Visa(Credit and Non-PIN Debit)' e - per attempt
AuthodzsionlEDC Fee-MasterCard(Credit and Non-PIN Debit)' e - per attempt
Authwization/EDC Fee-Discover®Network Card(Credit and Non-PIN Debit)" 3 - per attempt
Electronic Address Vedficatia i Service Fee 9 0.01 per attempt
Voice(Manuel)Address Verification Fee $ 2.00 per attempt
Annual Compliance Support Feet WAIVED S 40.00 WAIVED
Foreign Rending Fee(on VlsaNess,Crd foreign card baneeebne) 0.10% on foMpn card sales
Non Bank Card Authorization jpiacwar EAST'r JCBrAMEX) S 0.08 per attempt
Non Bank Card Capture Fee(Discover FASI',JCBLAMEX and AMEX-split did) a - per attempt
Terminal Reprogramming Fee(Terminal)-Applies to Customer Owned Terminals Only S 75.00 per unit
Terminal Reprogramming Fee-Integrated Terminal-Applies to Customer Owned integrated
Terminals Only S 150.00 per unit
Security Swap Fee for PIN Debit-Applies to Customer Owned PIN Pads Only 8 125.00 per unit
Check Processing Fees
TeleCheck WA Processing s 0.20 per check ban. 1.801% on sales
TeleCheck Check Guarantee Processing a 0.20 per check ban. 1.801% on Wes
TeleCheck ECA/Guarantee Monthly Minimum S 25.00
TeleCheck ECNGuarantee ACH Processing Fee S 5.00 per occurrence
TeleCheck EGA/Guarentee Customer Requested Operator Call 3 2.50 per occurrence
TeleCheck EGA/Guarantee Chapbook Fee $ 5.00 per occurrence
TeleCheck EC/VGuarantee Warranty Research Fee 3 7.50 per occurrence
Page 1
WFB 1007
101712009;4:59 PM Page 1 of 4 State of Co-Colorado Univ Pricing Terms 10-7-09.rda
Exhibit B-Compensation/Fee Schedule
Wells Fargo Merchant Services,L.L.C.-(WFMS•Pricing Tonne)
State of Colorado&Colorado University
Proposal Date: 10/07/09
Sales Moen Bill Coward
Assumptions
Credit Card Volume See Table A
Average Transaction Size $98
Number of Locations 405
Anticipated Interchange Levels Retail: 001 009/023
MOTO wl AVS(CNP): 003 011/034
Internet: 020 089/077
Communications Method line charges quoted separately Dial&Leese Una
Internet Gateway Other Gateway-direct bill to client and Authaize.net
Pricing Method Interchange+Assessments+Access Fees+Rate
Additional Pees Through Fees
per Visa international Service Fee° 0.40% tpsac.lon US issued Visa per Non-US issued MC
MC Cross Border Fee° 0.30% transaction settled in US$
per Non-US issued MC
transaction settled in non-
MC Cross Border Fee(non USDj° 0.40% US$
Visa Misuse of Authorization Feel) (Effective October 1,2009) 8 0.045 per attempt
Visa Zero Amount Fee/Visa Zero Amount Fee and AVS ti(Effective July 1,2009) 8 0.025 per attempt
Vim Zero Flax Limit Fee" (Effective July 1,2009) $ 0.10 per transaction
Visa Authorization Processing Fee II(Effective July 1,2009) 3 0.0195 per attempt
per US acquired MC gross
MC Network Access Usage Fes" $ 0.0185 sales and return transaction
1)Credit Card and Non-PIN Debit Processing Fees Include applicable interchange fees(von,MasterCard aid Discover®Network),dues and
assessments and other pass-through cote 'Discover 6 Network Cards'refers to the authanzaticn,processing and settlement of Discover
Network Cards. 'Discover EASY refers to the use of our services for authorization and/a capture of Discover®Network Cards only.
2)Client acknowledges and understands that an authorization only indicates the availability of the Cardholders credit at the time the authorization
is requested. It does not warrant that the person presenting the cad is the rightful Cardholder,nor is it an unconditional promise a guarantee
that Client will not be subject toe ctwgeback a debit.
3)Authorization1EDC Fee applies to all Visa,MasterCard end Discover®Network Card approval(pre-authorizations,authorizations end
auhorzation reversals),denials,batch inquiries,batch entry transactions and Includes any transaction fees and capture fees.
4)The Annual Compliance Support Fee will be assessed and deducted from your Settlement Account at each anniversary date after the effective
data
5)Discover AuthaizatiaYEDC Fee applies to those merchants that process transactions using Discover®Network Cads.
6)A MasterCard Cross-border or Visa International Service fee Is any transaction in which Client's country of domicile differs from the country
where the card was issued.
7)Non Bank Cad authorization and/or capture fee applies to those merchants that process transactions using Discover EASI. If applicable,the
Additional Services page will contain the rates billed to Client by Discover.
8)The monthly Statement Billing Fee can be waived if Client elects to scans the monthly statement online instead of receiving a paper copy
by mail. Please visit mycllentlirw.nat to end8. After ClientLine has been activated,please contact Customer Service at 1-800.451-5817 to
request that paper statements no longer be mailed.
9)The Visa Misuse of Authorization Fee will be assessed to approved end partially-approved electronic authorizations that cannot be matched to a
settled transaction within the blowing timeframer Travel and Entertainment(ME)merchants=20 days;all others in 10 dyer. If an authorization was
attempted and received but the transaction was not settled you must electronically reverse the authorization within 24 hours for all card present
transactions end 72 hours for all card not present transactions.
10)The Visa Zero Amount Fee/Visa Zero Amount Fee and AVS applies to Zero Dollar Verification messages(approved and declined). Zero Dollar
Verification messages include the verification of the card account number,address verification(through the Address Verification Service),Card
Verification Value 2(CW2)and Single Message System(SMS)acquired Account Verification authorizations. The We Misuse of Authorization
Fee does not apply to these requests.
11)The Visa Zero Floor Limit Fee will be assessed on settled transactions that cannot be matched to previously approved or partially-approved
electronic authorizations.
12)The Visa Authorization Processing Fee applies to all Visa branded authorizations acquired in the US regardless of where the issuer or
cardholder is located. This fee will not apply to Zero Dollar Verification messages or authorization reversals.
13)The MasterCard Network Access Usage Fee applies to each US acquired MasterCard gross sales and return transaction.This fee applies to
transactions from US merchants for US cardholders.
If Client has Wetted to accept TeleCheck Services,see Section 38 of the Program Guide for the terms and conditions. If applicable,the
Additional Services page will contain the fees and rates billed to Client by TdeCheck
If Client does not follow paper authorization procedures,a$50 chargebeck handling fee will be assessed on MasterCard transactions.
Client is responsible or any charges assessed by outside third parties that are not disclosed on the proposal. To the intent that this pricing
proposal includes pricing for third party products and services,WFMS disclaims legal liability and responsibility for said products and
services. Clients agreement with the third pony provider shell govern Client's relationship with the third party provider. In the event that
Page 2
WFB 1007
10/7/2009;4:59 PM Page 2 of 4 State of Co-Colorado Univ Pricing Temis 10-7-09.1es
Exhibit B-Compensation/Fee Schedule
Wells Fargo Merchant Services,L.LC.-(WFMS-Pricing Terms)
State of Colorado&Colorado University
Proposal Date: 10/07/09
Sales ommcer: Bill Coward
Assumptions
Credit Card Volume See Table A
Average Transaction Size 596
Number of Locations 405
Anticipated Interchange Levels Rated: 001 009/023
MOTO w/AVS(CNP): 003 011/034
Internet: 020 089/077
Communications Method to.charges quoted separately Dial&Lease Line
Internet Galway Other Gateway-direct bill to diem and Authodze.net
Pricing Method Interchange+Assessments+Access Fees+Rats
WFMS is billed for the third parry's services,Client will reimburse WFMS for such services.
Client acknowledges and understands that WFMS shall have no responsibility a liability for any third party hardware a software procured and
used by Client. To the extent Client has any issues,concerns a liability related to such hardware a software,Client must deal directly with
the third party provider from whom Client procured the hardware a software. In no event will WFMS be responsible for any indirect,
incidental a consequential damages that Client may incur as a result of using any third party hardware a software.
WFMS'proposal and associated pricing is based on the information provided. My difference to our stated understanding may affect the
proposed pricing. Withoa a signed agreement,this proposal expires 80 days from the proposal date staled above.
See Section 37.3 tithe Program Guide for early termination lees.
Fees for supplies,shipping,handling,and applicable sales tax may apply and are subject to change without notice. Additional Information is
available upon request.
Add Mono'Notes:
Terms and Conditions d WFMS-Pridna Terms'
1) Pricing will be subject to reevaluation should The State of Colorado and Colorado University's actual processed transactions total less than 90%
of the protected transaction volumes assumed in the pricing calculations. If the actual volume a average transaction size are not as exacted,
ail The State of Colorado and Colorado University significantly alters their method of doing business,WFMS may adjust the pricing.
Thar Card Type Annual Nat Sales Volume Annual Net Transactions Average Ticket
Tier 1 Visa I MasterCard $80,000,000 800,000 $100.00
Tier 2 Visa I MasterCard $140,000,001 2,685,500 $96.14
Tier 3 Visa/MasterCard $220,000,001 2,339,679 $94.03
2) WFMS'Visa and MasterCard access fees are billed in addition to the pass through of Visa and MasterCard interchange and
assessments.
3) WFMS will assess the actual Interchange fee based on how the transaction qualifies per the attached Vise and MasterCard
Card Interchange Qualification Matrix WFMS will clew each transactional the best possible interchange level available,and
Non-qualified transactions will be passed through to The State of Colorado end Colorado University with no additional surcharge fee.
4) Interchange is assessed monthly based on net sales volume(total gross sales less any returns/voids).
5) Assessments are assessed monthly based on gross sales flume(total sales processed).
6) Any changes in charges assessed by Visa and MasterCard(Interchange,assessments,access fees,penalties and fines)will be
passed through to State Colorado and Colorado Univereitys.
7) Should any terminal require a download for credit card,nonbankcards or debit cards.the download charge is$75 per terminal and
$150 per laming with en integrated PIN Pad. This price Includes download and telephone training.Customer owned PIN Pads
require encryption and we charged a security swap fee of$75 per PIN Pad.
8) Should any terminal,printer,or PIN pad need to be replaced,the replacement fee is$225 per terminal with an integrated PIN Pad,
$200 per terminal,$125 per printer and$125 per PIN Pad.
9) This pricing proposal assumes that The Stale of Colorado and Colorado University will utilize First Data Merchant Services'North authorization
network and First Data Merchant Services'North settlement/reporting platform.
10) Should The State of Colorado and Colorado University require development needs of unique functionalities outside of certification,The State
of Colorado and Colorado University will be billed$85 per hour d programming needed.
11) On-site service,outside of training provided by the Relationship Manager,will be billed ate rate of$70 per hour.Travel related
costs will be passed through to The State of Colorado end Colorado University.
Page 3
WFS 1007
10/7/2009;4:59 PM Page 3 c1 4 State of Co-Colorado Urav Pricing Terms 10-7-09.ds
Exhibit B-Compensation/Fee Schedule
Won.Fargo Merchant Services,L.L.C.-(WFMS-Pricing Terms)
State of Colorado&Colorado Universly
Proposal Date: 10/07/09
Sales Offlieer: Bill Coward
Assumptions
Credit Card Volume See Table A
Average Transaction Size $98
Number of Locations 405
Anticipated Interchange Levels Retail: 001 009/023
MOTO w/AVS(CNP): 003 011/034
Internet: 020 089/077
Communication Method line Mame yarod aepereniy Dial&Lease Line
Internet Gateway Other Gateway-direct bill to dant and Authonze.net
Pricing Method Interchange+Assessments+Access Fee•Rate
Additonal Notes confd:
12) Duplicate files submitted by The State of Colorado and Colorado University in error may be subject to fines assessed by Visa and/or MasterCard.
In addition,the processing of file reversals ere subject to a fee of up to$3,000 per file reversed upon request by The Stated Colorado
and Colorado Universals.
13) Pricing assumes no material change from the pricing parameters provided to WFMS.Pricing may require a reevaluation if
the pricing parameters change significantly.
14) A MasterCard Cross-border or Visa International Service fee is any transaction in which Client's country of domicile differs
from the country where the card was issued.
15) Pricing assumes that WFMS will perform the authorization and capture for all non-bankcard transactions that can be processed on
First Data Merchant Services'North authorization network and First Data Merchant Services'North settlement/reporting platform.
Sianino Bonut
The parties agree that upon execution ofthis Pricing Agreement(which,together with any other documents and schedules accompanying
the Merchant Agreement,shall be considered incorporated into and pan of Merchants Agreement with Wells Fargo Merchant Services,L.L.C.
(hereinafter,'Wells Fargo")),Wells Fargo shall pay to Merchant a signing bonus of$t5,000(the'Signing Bonus"). The Signing Bonus shall be
paid in one lump sum amount within 30 days of execution ofthis Pricing Agreement or within 30 days of Merchants establishment of a Wells
Fargo deposit accent,whichever occurs later. Merchant understands that this Signing Bonus is being pad in consideration for Merchants
signing a Merchant Agreement with Wells Fargo for a three yew term. Should Merchant terminate its Merchant Agreement wi1Nn the first yew
of such term,Merchant will be required to return the entire amount of the Signing Bonus back to Wells Fargo within 15 days of such termination.
Should Merchant terminate its Merchant Agreement after the first yew of its term,but prior to the end of its three year term,Merchant shall pay
to Wells Fargo a percentage of the Signing Bonus calculated by dividing$15,000 by 24 months,and then multiplying that amount by the number
of months remaining in the term. In the event of a conflict between the terms and conditions provided In this Pricing Agreement and any other
terms of Merchants Merchant Agreement the terms d this Pricing Agreement shall be given precedence.In addition,and without limiting the
foregoing,this provision shall not otherwise affect Merchants obligation to pay early termination fees in accordance with the terms and
conditions d Section 37.3 of the Program Guide in the event Merchant terminates the Agreement peer to the conclusion of the applicable term.
proceeslna Solution%
Type Quantity Financing Method Total wlo TAX
Customer Owned Gateways Customer owned $ -
Various Terminals Customer owned $ -
Various Software Customer wined $ -
Authoriznet Purchased
Page 4
WFB 1007
10/7/2009;4:59 PM Page 4 of 4 State of Co-Colorado Univ Pricing Terms 10-7-08.rds
Exhibit B-Compensation/Fee Schedule
Wells Fargo MareMnt Sonic**Supply Pricing List •
0usn61y Par Con fort
Pall PrWeaedpUO6 11914 malt
DECALS
DEC-..C8 ,X80981-1119171 1 0 50
OEC-30361 Aaiatation Doll-EMttron' 1 030'
DEC-0-4031 M.We Mad D.ol 1 050
DEC-0430 MUUrcrd VawJC Mama Dal 1 125
DEC-VM DECK-5 brill VarVJrarCard Window D=M(D4021? 1 050
DEC-VII6 DECALt U.S.9 MMMCar1YYw(Sal Deal 1 0.75
DEC-P ISI.W1111 P,.APta Iran 1 1.00
D(C-0164 Va,IllaatrC.5VswoorOin0r.NOV 1 1.25
DEC-STORE4011R Store Hews Doal 1 1.75
;Dec 60604 MastarCrdWa4Dbcww)Amoa Door Dana 1 100
'DEC-LNOVONDOw MaaC.(Nws'Dneovanartws Lore 4116nO wDeal 1 100
DEC-30366 )MAnw;felon Da.-Paper 1 125
DEC.-0-5901 Aatlrontalion O.c9l 1 075
DEC-03020 FOR Vows hall Libel 1 -
DEC-F0.8-MULTI v9441C-0wcv/w oaf,2-Na•r 5 W 1 1 DO
FDEC•018C0VER _Dom.Decal 1 0.50_
0uwmq Per Coal tub 1
ENVELOPES Un6 and
ENV-1PL•10 50.oO.poa9EroUOc. 100 7.15
ENV.E2416 Da9d Mal Ervalop. 100 696
ENV-E2260 Direct Mae En..o1 _ 100 740
ENV-30344 09609 Apps.E.Wop. 100 610
Ouamlry PM'Cool for 1 Coat for Coal for 0044634 Coet10. Cod Nor C.1 for li' Coldlor Cod For Cost 1or
966091 SUPS link ua11 6 oaks Ion. 10 IAras 11 Ural 20 Uri Una, 40 LW. 50 UM* 72 Uat
69-09662.1 P06 699 Pr3ar 2 Prt Long Unoewa1 9909 S9p 100 496- 995 114 96 26 96 5096
90-NF 103 TILE 3 Pert Laos 100 4.96 996 017 96 31.06 90 93
PP73 Hyper..3 Pan Paper Reca4Lt 100 496 16.96 s 816 95 56.96 67.96 110.96
08-30904 TIE C0dl 8111 St Cd-3 pert 100 496 1265 321.95. 40 96 7695
AP1 F/yperconl 2 P art Paper Rab91p 100 4 m 14.96 321 35, 60.95 67 96
60-59062 (.ca.41 AP$air 31 car.•E0C 100/ 496' 1195 63.96 w 93 99.96
60.69253 6..4 Carbod..51 C or-3 pan.mart W. 103 a 96 1995 12196' 396 64 95
C8-759 PO4 9W PrwYw 3 Pan 100 596 14 96 125.96 48 96 91.95
SD-50053M 5a1.... Carba4aw•EDC-3 part Mop ear.deft 102 496_ IRA 131.96 6495 109.95
CA-790138 3.A C.0 Man. 100 496 14.95 94 95 1.96
C8-30325 Dada 93W 3 PM Carbon*.-ECR 103 496 14.95 934 95 64 96 10985
C8490939 _Sudsrp G 3 Pan Carboni*.-EDC 100 496 • 19.96- 134961 6496 100.95
914267130' O4wi Pgnrd Pro..(DPP)Ournnsry 100 596 - ,
PF0 Pm Dkne6(P750 100 596 1796 11195 8196 112.95
CS-$9012MJ ,Cr..119.Carbon.=•2 M 100• 466 16.96 634.96 6496 10995
60.6978214 2 Pan EJ 96099 84144 Lol9nk)•Irpubas coy 100 596 - 1096 327.96_ 51 95 _ 99 56
10.6974311) E4dro409u.a 9493 Pan Late,Bti47 n9004 'CO 595 14.96 127.93 5196 12996
00-6263CT $59rt1 1Z44. 1C0 395 1495 J27.96, 5196 109.95
9035019 'Birth 449 MEW 00 Cd 100 5 96, 1696 131 15 39 95 112.95
-67.1663111 3 Pert 8a1=Drat. 100 595 1695 131 95 59 96' 112.93
80.5609496) COB Bata 4 Pert Lag 100 5.06' 1996 134 96 66 95 124 96-
80.30334 SW.3 Pert•ECR 100 7.96 21 96 537.95 71 96 171 95
C6.30127 Cps.*6991 3 Pun Croton=.-ECR 100 796 21 96 $3795 71.95 12595
Cs-00151 014.119p4 51 Cd Rama-2 part 100 166 21 96 338 96 71 06 131 95
6000150 -SUM 9 991 61 Col new-2 part 100 796• 24.96 147.96 91 95 r 174 95
t84wE166 Cu..,5l6d1(MIIO l�ers- vl LM.ws.l 400 7 os 37.96 174 96 146.96'
-
-351.66'
raae8 999.91 4190066Mamwe for IMP-171 1 1896
015-0641 Ink Roar Radom..for IMP-0840 1 18.96 -4
965.00901 W Lgltbeb for C ou ao11a Cap 1 24 96 - _
0wUlly P. Lrod fro 1
WSCELLANEOUI MEDIA ITEMS Dal 'Sri
DEC-VM TENT Tanl 1Ql 1 270
LSECCR61ON9 CA.h Railer l9n 1 2 TO
M16TIpT RAY 'Tpfrq ( _ 1 400
1916-NEV COVER 'Pro.dri.5.Cow 1 355
MILICPPCLDER-R %hap C119ra Ranger 1 793
Mil1FDDO$T11PVOlA0T Food Ilartp Voucher 1 1 20
DEC-METAL 6103 Ha gin9 WWI MWarC9rd4Y.iv 1 25 CO
0913.1004.717 Ter&Ten.Inqutan Cud 1
101CRO0DCL 'C.r1.79 Card I
g1O-MOD-TTP Wrapad Tour:Oon.lalrua3n Card 1
•
815.90` Watt F'Mrl[Summary Card 1
Ouwily►$. Codf4.1
PACKETAUT 0111 094
6P225-5T 73 6 2 III'I4yparanr 5441911 Rivan t 6 rd✓1 ribbon 096
6R220RT7P-CP DD a 213.9perc0m 56471 Ribbon 8 rd./l ribbon 999
GPI R260 6 Pro..550 RolRibbon 6 rala/l ribbon 995
6P3R900 a Prolix 900 Ratan mon 4 meal n00an 995
1683.12508 l6 9,06.0250590(96911 6 15911 nb0an 995
Owed*Poo Cod for I
PERIPHERALS Una use
MI8-ALTPLATEL ,Lamp mamba P4. 1 Fr.
MISALTPLCRDJJP Lore,Avon.,PIS%-Son Prowarnma 4 1 Fr..
MIS-WATEL wrq impWd.r PI M. 1 Fr..
Ill6-ALTPLATEI 100 Irnp111d.Plat. 1 fr.
MI6-PLATES 1ralmprin.Plus if Ft.
r
004n9ty w coal for 1 Cosa tor Cwt For 8 Cod fix II
N6NTERA1S OM UM toll 3 unit a untla LW.
19200 Prow 200 Ribbon(2001) 1 496 995 15 96 25 96
'1RP7 Bad,I R.9119cn CldMd91 ' 496 993 1406 2499
8220 Ca..0.66047 101 PMRONO 1000 495 996 14 95 r 24 65
10250 Prima 230 Ribbon(2508) 1 499 991 1496 2496 1
Page 5
Exhibit B-Compensation/Fee Schedule
10150 Printer 55. . P15pyp51150R1 4.95 6.96 105 2.95
101505 M1HN 0145949 P15(VDS296515001 lot 996 1105 2495
16900 Wotan P.900 Ann 45 10.05 1155 9555
IRT1P 19094009 RR6n 50101 4.05 1096 10.05 2096
1156 IyOMam R165n PIO 496 1095 1555 2605
10420 Pups Irk RObacnl*9 4.96 1005 1505 2595
10562 Cann CPb62Mien 4.96 1005 15.05 26656
11340 Epn INC 5634 ROW 4.05 10.95 15.05 2505
19431911 1063110 MM 2060 Ribbon 4.96 10.06 1695 2.06
101009 RFW 1000*9001100R1 9.95 14.05
OIag15 Per Mellor
PRMTEM116WM UM M
MIOECLIPOEY 3099990200Rtbar.E*.4*RW Ink CS14t4 1 14.86
Cumin Per Coal 5s1 teal*, Conroe 11 Coal 1442 CMTn CMNr COMir109
11043.PAPER in 99201 mils kinks Unite 50 Mats 121Mb MMM
1PPRTPM 001451MrmdRM PPR(RIpbr*MWT4210IT423M011 25 1695 21.96 49.95 495 61.06
1921 5191 PM PSY 215 1495 24.96 45.95 50.55
1PECLI90E1 3'1-Ply RN Pew 276 14.95 2496 45.00 59.95
102261 1 Prl 6055 RS Noma 1501 oca 1651) 215 14.95 2.06 4505 59.95
192065 WI PM Pax 2.96 1506 27.06 N5 11.95
16225 Onto Rosman T1P2q/RMPax 25 14.06 24.05 4616 55
192255 14201!4502120'WIY RM Pax 275 14.06 2405 4505 5.95
16225111 142Wl4N 1Plo Paper 215 14.9L _ N.5 4055 5.96
16220 PrM✓]00 Pod Pete 1235412.PN1 275 145 2.5 415 5.5
In Pri r P2501950 PM Pax Ill 2-Ply) 215 115 24.95 465 5.95
1P325 3 U PMW Rol 16591 2.2 14.96 24.96 45.05 55
102253 3 R4294'176 PAW Rota 275 1455 245 45.56 55
1PI7PTH N5rywmn 17171 Thermal 2120.2711r 2.56 165 215 45.95 64.5
102751 23W PMx Rd 2.75 1495 24.5 465 59.95
15FEN. Nona RMPar(M0bx$W) - 2.75 1495 2405 465 _. 59.95
1611 ROW 220 RMPrar1111Py1 275 1495 24.05 46.86 55
16177TH Thom.PaxTIR 295 1095 27.5 40.95 6496
19159 195995 Rol MW PMnx Pat, 295 165 2195 49.96 _ 5.5
IP2C 3'2416 WO Pager Bpxm f.NnT771 2.75 145 245 4595 59.5
P650 40.01160203020 Rol Pax 2155 46.5 7495
P90160 3 clot PP.b FO 100 M F0200 15.00 25 55 45.00
Quantity Po CMfer 1
P at II IP/V0.stsllan YMI unit
ir1 auto MIPPl1Er
0ECOCI O61Cors Deal1 4.40
MI65CI95AT Gift Cord Mn 1 4.00
MILRCRLIOMT 409144091451x20 a4 Pocket1 19.10
MM-ICRVLIC{T bO5tlM WOPxFM 1 02
ou.MM Pa cast for I
✓at 11 Prbonalan WA tool
Mb. 13195
6M-I TCCESRO 41 1*4 60 ICE 5700 1 1 93156
6TC14ICE5A1 OMIx*4520 ICE 5660
5TCNY7326 anal Mend Oe n 3750 1 23.95
620600 and Harding Fa91ra.
11141•61646619114 bate444 Seto):115.05 162020 barna soon 556)
EXPON M 4564 52995 W M(5 41 45 5400 on ot 04x1)
My 094201.sales M will else b.9*54 an 911.9909.
^6694 x0941 le change wIthow11109=
0.45.440159
Page 6
Exhibit B-Compensallon/Fee Schedule
Wells Fargo Merchant SerWces,LLC
Colorado University IL State or Colorado
Proposed Merchant Asking,September 2009
lsa Pass Through Costs:
Current Pricing Matrix for
Visa Interchange Card Associations Interchange assessed on gross visa sales
Visa Assessments 0.0925% assessed on gross visa sales
Visa Assess Fee $0.0078 per each gross sales transaction
Visa International Service Fee 0.40% per Non-US Issued Visa transaction
MasterCard Pass Through Costs:
Current Pricing Matrix for
MasterCard Interchange Card Associations Interchange assessed on gross mastercard sales
MasterCard Assessments 0.0950% assessed on gross mastercard sales
MasterCard Assess Fee $0.0017 per each mastercard sales transaction
MasterCard Network Access Usage Fee $0.0185 per each gross sales&return mastercard transaction
MasterCard Cross Border Fee 0.30% per Non-US issued mastercard bansaction settled In US$
Wells Fargo Costa:
VisalMsstarCard Discount Rate(assuming Tier 1)• 0.10% assessed on gross visa/mastercard sales
VlsarMasterCard Authorization Fee $0.00 per visalmastercard authorization
Visa/MasterCard Transaction Fee $0.00 per visa/mastercard transaction
Visa/MasterCard Voice Authorization Fee $0.50 per vlsahnastercard voice authorization
Visa/MasterCard Address Verification Fee $0.01 per visahnesterard address verification attempt
Visa/MasterCard Foreign Handling Fee 0.00% assessed on visa/mastercard foreign card sales
Nonbank Card(Amex/Dsvr)Authorization Fee $0.08 per nonbank card authorization
Nonbank Card(Amex/Dsvr)Transaction Fee $0.00 per nonbank card transaction
PIN Debit Transaction Fee $0.15 per pin debit transaction
Chargeback Fee $10.00 per chargeback
Chargeback Reversal Fee $0.00 per reversed chargeback
Monthly Maintenance Fee $0.00 per merchant account per month
Paper Statement Fee $0.00 per merchant account per month
Monthly NonBank Card Fee $0.00 per merchant account per month
Annual Fee $0.00 per merchant account per month
ClientUne 8 elDS Reporting Fee $0.00 per user per month
Help Desk Call Fee $0.00 per call
Minimum Processing Fee $0.00 per Inactive account per month
Equipment Fees Purchase Rental
Hypercom T7Plus $309.00 $ 44.00
FD100 Terminal $355.00 $ 41.00
FO200 Terminal w/Check Reader $585.00 $ 45.00
Verifone Omni vX570 $599.00 _ $ 49.00
Hypercom T4220 $435.00 $ 47.00
Hypercom 74210 $310.00 $ 44.00
Nuri18020 Vhreless $825.00 $ 85.00
Nurit 8040 $380.00 $ 41.00
Page 7
Exhibit B-Compensation/Fee Schedule
First Data FD-10 Pin Pad $110.00 $ 14.00
Hypercom S9 Pin Pad $185.00 $ 20.00
IngenIco 13010 Pin Pad $135.00 $ 14.00
Verifone 1000SE Pin Pad $150.00 $ 15.00
Verifone MX830 Pin Pad $405.00 $ 25.00
IC Verify Single User $480.00 N/A
IC Verify Mu81-User $855.00 N/A •
I _
IC Verify Additional User $130.00 N/A
IC Verify Val Code $130.00 N/A
Winless Fees
Wireless Set-up fee 825.00
Wireless Monthly Fee $15.00
Payment Gateways
Aut odze.net Monthly Fee $35.00 Per month
Authorize.net Set-up Fee $0.00
CyberSource Monthly Fee $35.00 Per month
CyberSource Set-up Fee 80.00
PayFlow Pro Mlonthy Fee $35.00 Per month
PayFlow Pro Set-up Fee 80.00
First Data Global Gateway Virtual Terminal $149.00 Purchase _
First Data Global Gateway Virtual Terminal $29.00 Per month
Chargeback Association Fee(found In Program Guide) $150.00 Filing Fee for Visa and MasterCard
$250.00 Review Fee for Visa and MasterCard
Assignment Transfer Fee in Program Guide $100.00 _Found in Program Guide section 22.2
Late Fee $10.00 Found in Program Guide section 32.4d
Adnanistrative Charge for Late Fee $25.00 Found In Program Guide section 32.4d
ACH Reject Fee $10.00 Found In Program Guide section 37.1
Page 8
Exhibit C
(Performance Standards and Penalties)
Measures of Quality:
1) Wells Fargo Merchant Services system availability of 99.5%
2) Maintain a dedicated relationship manager in Denver, Colorado
3) Facilitate the ability for the State to accept Visa, MasterCard, American
Express, Discover, and Diners Club cards
Measures of Timeliness:
4) Billing and statement reporting available to merchants within six (6)business
days of the end of each month
Measures of Cost
5) Adhere to price schedules as established in Exhibit B
Penalties:
For Measures 1, 2,and 3, failure to meet these measures of quality will result in a'Below
Standard' evaluation in the Contractor Evaluation System.
For Measure 4, failure to meet this measure of timeliness will result in a 'Below
Standard' evaluation in the Contractor Evaluation System.
For Measure 5, failure to correct erroneous charges within sixty(60)days will require
that the erroneous charges be waived completely.
20
st
Exhibit D
Master Merchant Service Agreement
Participation Agreement
WHEREAS, the State of Colorado, Department of Treasury, pursuant to C.R.S. § 24-19.5-104
has authority to enter into a Master Merchant Service Agreement for alternative forms of
payment services and has entered into a Master Merchant Service Agreement dated November 1,
2009with Wells Fargo Bank, N.A. and its subsidiary Wells Fargo Merchant Services, L.L.C.
(hereinafter collectively "Bank") to process credit card transactions on behalf of State agencies
(hereinafter"Master Merchant Service Agreement").
WHEREAS, consistent with C.R.S. § 24-110-101 et seq. the State and its instrumentalities may
enter into cooperative agreements for certain goods and services,
WHEREAS, the undersigned participating entity is an instrumentality or political subdivision of
the State of Colorado and is exempt from federal income taxes under Internal Revenue Code
Section 115 ("Participating Entity").
NOW THEREFORE, the undersigned has authority to sign this Agreement on behalf of the
Participating Entity, and upon execution of this Agreement, does hereby agree to the following:
I. PARTICIPATION TERMS AND CONDITIONS
A. The Participating Entity has received a copy of the Master Merchant Service Agreement,
including any and all Exhibits and amendments and hereby agrees to become a Participating
Entity under the Master Merchant Service Agreement.
B. The Participating Entity agrees to adhere to and be bound by all the terms and conditions of
the Master Merchant Service Agreement, as may be amended.
C. The Participating Entity agrees to use the credit card processing equipment only for purposes
set forth in the Master Merchant Service Agreement.
D. The Participating Entity understands that participation in the Master Merchant Service
Agreement is limited to instrumentalities of the State of Colorado and political subdivisions of
the State of Colorado and agrees to notify the State Treasurer in writing within 10 days if it
ceases to be a Participating political subdivision of the State of Colorado or an instrumentality of
the State of Colorado.
II. FEES TO BE PAID TO BANK
A. The Participating Entity agrees to pay all fees charged by the Bank under the Master
Merchant Service Agreement in a timely manner. The Participating Entity shall establish a
1
•
� I
separate demand deposit funding account for deposits and fee payments attributable to the
Participating Entity. Under no circumstances shall the State be responsible for any loss, liability,
deposit, fee or credit card transaction to the Bank or any other person or entity which is
attributable to the Participating Entity. The Participating Entity understands that under the terms
of the Master Merchant Services Agreement (section 24 of the Program Guide), the Bank has the
ability to fund a Reserve Account from the Participating Entity's revenues to cover chargebacks,
adjustments, fees, Association fines and any other penalties, and other charges due on the
Participating Entity's Merchant Account.
B. Such fees will be debited monthly from the Participating Entity's Deposit Account or billed to
the Participating Entity via an invoice process.
III. EFFECTIVE DATE AND TERMINATION
A. This Participation Agreement will become effective on the date it is signed by the
Participating Entity and the Bank and approved by the Treasurer.
B. This Participation Agreement remains in full force and effect until terminated as provided in
this section or until the Master Merchant Service Agreement is terminated.
C. If the Participating Entity intends to terminate its participation in the Master Merchant Service
Agreement, it must notify the Treasurer in writing at least one calendar month prior to the
effective date of termination. The Participating Entity is responsible for returning equipment to
the Bank and settling its demand deposit account with the Bank.
D. The Participating Entity or Bank may terminate this Participation Agreement at any time by
giving the other thirty(30) days prior written notice.
E. In the event of non-payment of a fee for forty-five (45) days or more, Bank may cease
processing after fifteen(15) days prior written notice to Participating Entity.
F. The Treasurer may terminate a Participating Entity's participation in the Master Merchant
Service Agreement if it:
a) does not comply with the Master Merchant Service Agreement;
b) facilitates credit card transaction fraud;
c) does not administer credit card transactions in accordance with the Master Merchant
Service Agreement,
d) allows or facilitates operational defects in its administration of credit card transactions, or
e) if the Treasurer determines that it is in the best interests of State.
The Treasurer shall notify the Participating Entity of its termination and cooperate with the
Participating Entity in transitioning credit card transaction processing to a successor.
IV. NOTICES
2
A. Any notice required or permitted to be given under this Participation Agreement by one party
to the other shall be in writing and shall be given and deemed to have been given if hand-
delivered, delivered by telephonic facsimile transmission equipment and confirmed by telephone
with an original mailed or hand-delivered thereafter, or mailed by certified or registered mail
with postage prepaid to the party or their successor at the address specified as follows:
The Entity: Gdtt-o Co ur0z y
Name: 1g 6 Co,,tom o L-41
Title: 14e_adus.ti j
Address: Pe) 4o?c 738 3
6-iteccey
Telephone: ?'7 0 . 3 5 6 - y000 o o X Y (( VS—
The Bank:
Name: Laurie Kleinberg
Title: Relationship Manager
Address: 1700 Lincoln St
Denver, CO 80203
Telephone: (303) 863-5234
B. Either party may change the address to which notices are to be delivered by giving to the
other party not less than ten(10) Business Days prior written notice thereof.
V. MISCELLANEOUS PROVISIONS
A. The Participating Entity agrees to abide by the Treasurer's decisions on all matters involving
the Master Merchant Service Agreement. The Treasurer may amend the Master Merchant
Service Agreement at any time in accordance with the terms of the Master Merchant Service
Agreement.
B. This Participation Agreement, incorporating the terms of the Master Merchant Service
Agreement, and all of the Exhibits contains the entire understanding of the parties and
supersedes any and all previous discussions, proposals, or agreements, if any, between the Bank
and the Participating Entity with respect to the subject matter hereof.
C. This Participation Agreement may not be amended except by an instrument in writing signed
by an authorized representative of the Bank and the Participating Entity and subject to approval
by the Treasurer.
D. The words or phrases not otherwise defined herein will have the same meanings ascribed to
them the in the Master Merchant Service Agreement, and the attached Exhibits.
E. This Participation Agreement is between the Bank and the Participating Entity and their
successors and assigns.
IN WITNESS WHEREOF, the undersigned hereby executes this Participation Agreement on
3
..
1Er3gun2Y / , 30ID effective as of M/1RC1f 1, dole) •
Participating Entity
VJ� EI-o CDONI“ £joY€RNMEN I
Signathre Date
Name (please print) A.Nu& /?4PEM '/lf
Title dap_ •6oA2p OF Cowin, CDMn uss'otJ&es
Entity Watt) CouNri &ov M P/4r
State of Colorado, Department of
Treasury
By: _2 d<
Title Lc: -s J2ly�,ac_�.e, 2•/ r a
Wells Fargo Bank, N. A. Wells Fargo Merchant Services, L.L.C.
By. By.ra Printed N ems" Print d ame
Title: VP /O i�rd nfhi Ar Mt Title: (01e la iSA/ gmi—
Date: di/lip a U Date: Who,/v
4
&Hilo;? E
AMENDMENT TO WELLS FARGO MERCHANT AGREEMENT
This Amendment (the "Amendment') to the Merchant Agreement, which includes the Merchant
Processing Application, the Program Guide Form WF81007 (the "Program Guides) and the schedules
thereto and documents incorporated therein, each as amended from time to time (collectively, the
"Agreement") is an Exhibit to the Master Merchant Service Agreement (the "MMS Agreement) between
Wells Fargo Merchant Services, L.L.C., with offices at 1307 Walt Whitman Road, Melville, NY 11747
and Wells Fargo Bank, N.A., with offices at 1200 Montego Way, Walnut Creek, CA 94598 (collectively,
"SERVICERS") and the State of Colorado, with offices located at 140 State Capitol, 200 E. Colfax Ave,
Denver, CO,80203(hereinafter referred to as"MERCHANT").
WITNESSETH:
WHEREAS, SERVICERS and MERCHANT have fully negotiated in good faith and agreed to
revise and/or modify certain provisions of the Agreement, and now desire to amend the Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and benefits to be derived from
the Agreement and this Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by both parties, SERVICERS and MERCHANT agree that
the terms set forth below shall be incorporated into, and become a part of, the Agreement and the parties
further agree to be legally bound by the following new terms and to amend the Agreement as follows:
1. As indicated in the Section labeled "Operating Procedures" on page 3 of the Program Guide, the
Parties agree that the requirements set forth in the Operating Procedures will apply unless
prohibited by law. MERCHANT asserts that provisions of the Operating Procedures that require
the State to indemnify any party, agree to mandatory binding arbitration where the State is a party
to the action, waive the State's right to a jury trial or require the State to be bound by any choice
of law or venue provision contrary to the MMS Agreement conflict with, or is prohibited by,
Colorado law or the Colorado State Controller's Fiscal Rules. SERVICERS acknowledge that
such requirements shall not apply to MERCHANT to the extent prohibited by Colorado law or the
Colorado State Controller's Fiscal Rules, however, such provisions of the Operating Procedures
shall still be applicable to individual Cardholders.
2. The following shall be added following the last sentence in Section 15: "At this time, the most
current versions of Visa's Operating Regulations and the official MasterCard Rules can be
accessed at the following URL's:
a) Visa -
http://usa.visa.com/merchants/overations/oo ref[ulations.html?it=cl/merchants/IVi
sa%20Operating%20Regulations
b) MasterCard-
http://www.mastercard.com/us/merchant/how works/merchant rules.html."
3. The last sentence in Section 16.2 is deleted its entirety.
4. Section 16.5 shall be amended to read as follows:
In addition to any other remedies available to us under this Agreement, you agree that should any
Event of Default (see section 23.4)occur, we may, with 30 days advance notice, change processing
or payment terms and/or suspend credits or other payments of any and all funds, money and
amounts now due or hereafter to become due to you pursuant to the terms of this Agreement until we
have had reasonable opportunity to investigate such event.
Page 1 of 6
Xthdi ' 6
5. Section 17 is deleted in its entirety and replaced with the following: "During the term of this
Agreement, you shall use us as your exclusive provider of all Services to the extent the State
Treasurer's office has constructive knowledge of any Service provider agreements with the State
or Participating Entities; provided, however, that with respect to any providers of Services with
whom you currently have existing agreements in place, you may continue to utilize Services from
such providers until the expiration of the current term of such existing agreements. The State
Internet Portal Authority is not subject to this exclusivity clause and is not required to utilize the
MMS Agreement.
6. Section 18.4 is deleted in its entirety and replaced with the following: The pricing we will charge
you shall be in accordance with Section 5 of the MMS Agreement and the Pricing Schedule
attached as Exhibit B to the MMS Agreement(hereinafter"Special Pricing"). The Special Pricing
shall be effective from November 1, 2009 through October 31, 2012 (hereinafter, the "Special
Pricing Period").
The Special Pricing is subject to the following qualifications:
a. We reserve the right to adjust the pricing charged to you based on changes in
Visa, MasterCard and Discover Network Card interchange fees, dues and
assessments, or other pass-through or third party costs.
b. The provisions of this Paragraph and section 5 of the MMS Agreement shall not
otherwise affect our right to amend and/or terminate the Agreement in
accordance with the terms and conditions of Section 23 of the Program Guide.
7. Section 18.6 is deleted in its entirety and replaced with the following: "After the conclusion of the
Special Pricing Period (i.e. November 1, 2009 through October 31, 2012), we may increase our
fees for Services for any other reason by notifying you by no later than August 1, 2012"
8. The third sentence In Section 19.2,the fifth word tin" Is replace with"within".
9. Section 20.1.10 shall be added to read as follows:
We represent and warrant that all services provided to you under this Agreement will be
performed in a competent, professional and workmanlike manner.
10. Section 20.3 shall be amended by deletion of the last sentence.
11. Section 20.4 is deleted in its entirely and replaced with the following, "NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY(INCLUDING BUT NOT LIMITED TO SECTIONS
26 or 20.5), OUR CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES,
BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO,
THOSE OF ACTION OR LEGAL OF
OUT THEORY SHALL NOT EXCEED$500,000.") AND REGARDLESS OF THE FORM
12. Section 20.5 is deleted in its entirely and replaced with the following, "NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION
26), OUR LIABILITY TO ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON WILL
BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE TRANSACTION TO
THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS, AS
ESTABLISHED BY THE FEDERAL RESERVE BOARD FROM TIME TO TIME.'
13. The second sentence of section 22.1 shall be modified to read as follows:
Furthermore, to the extent permitted by law, you shall indemnify and hold us harmless from all
liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee's or
assignee's Submission of Card transactions to us for processing.
Page 2 of 6
eXHidtT
14. The following sentence shall be added after the last sentence in Section 22.3: "Upon our
assignment or transfer of this Agreement, you may terminate this Agreement, without liability for
any early termination penalty, by providing thirty(30)day written notice of such termination?
15. Section 23.1 is deleted in its entirety and replaced with the following, "This Agreement shall
become effective upon the date this Agreement is approved by our Credit Department and signed
by a representative of the State Controller's office."
16. Section 23.2 is deleted in its entirety and replaced with the following: "The initial term of this
Agreement shall commence and shall continue in force for five (5) year(s) after it becomes
effective. Thereafter, this Agreement may be extended pursuant to section 4.2 of the MMS
Agreement?
17. The first sentence of Section 23.3 is deleted in its entirety and replaced with the following:
"Notwithstanding the above or any other provisions of this Agreement, we may terminate this
Agreement upon the occurrence of a Event of Default by providing 30 days advance notice to
you; provided, however, that in the event we terminate this agreement upon 30 days advance
notice pursuant to this first sentence of Section 23.3, we agree to cooperate in good faith with you
to provide the Services under the terms of this Agreement during a transition period that shall not
exceed 120 days following the effective date of our termination. Except with respect to an Event
of Default specified In subsections 23.4.4, 23.4.9 or 23.4.11, SERVICERS will provide
MERCHANT with 30 days advance written notice of its intent to terminate this Agreement due to
an Event of Default. During the aforementioned 30 day period, MERCHANT shall have an
opportunity to cure such Event of Default. For purposes of determining whether an Event of
Default has occurred, each Merchant Account and each Participating Entity shall be viewed
separately. A universal default by the State of Colorado under its MMS Agreement shall be
deemed to occur upon the occurrence of an event described in section 23.4.1 with respect to the
State's Comprehensive Annual Financial Report. My other Events of Default including irregular
card transactions described in section 23.4.4, and default of material terms of the Contract
described in section 23.4.6 shall be determined separately with respect to each Merchant
Account under the MMS Agreement and each Participating Entity under the MMS Agreement.
Upon the occurrence of an Event of Default by any State Merchant Account or Participating
Entity, the SERVICERS shall notify the State immediately upon an Event of Default and
cooperate with the State to cure and resolve the default within 30 calendar days. To the extent
an Event of Default cannot be cured by a State Merchant Account or Participating Entity, the
SERVICERS may proceed to terminate the defaulting State Merchant Account or Participating
Entity."
18. Sections 23.4.2, 23.4.3, 32, and 36 are deleted In their entirety.
19. Section 24,1 Reserve, shall be amended by addition of the following:
In determining the amount and length of time for any required reserve, the SERVICERS shall
make a commercially reasonable effort to assess the risk of each Merchant Account and
Participating Entity under the State MMS Agreement and shall negotiate with the State in good
faith to determine the amount of any required reserve. Except for a universal default by the State
of Colorado, SERVICERS agree to establish a reserve account only for the State Merchant
Account or Participating Entity for which the SERVICERS have determined a reserve is required.
Prior to establishing a reserve for any of the Merchant Accounts under the State MMS
Agreement, SERVICERS shall notify the State.
20. The first sentence of section 25.1 shall be deleted in its entirety and replaced with the following:
"If requested, annual financial statements are due 210 days after the end of MERCHANT's fiscal
year."
Page 3 of 6
gymi[3�T
21. Section 26.1 shall be deleted in its entirety and replaced with the following new Section 26.1:
"You agree to assume responsibility for all damages, liabilities, losses and expenses resulting
from (a) any breach of any warranty, covenant or agreement or any misrepresentation by You
under this Agreement and (b) arising out of Your or Your employees' or agents' negligence or
willful misconduct in connection with Card transactions."
22. Section 26.2 shall be deleted in its entirety and replaced with the following new Section 26.2:
We agree to indemnify and hold you harmless from and against all losses, liabilities, damages
and expenses resulting from any breach of any warranty, covenant or agreement or any
misrepresentation by us under this Agreement or arising out of our or our employees' negligence
or willful misconduct in connection with this Agreement.
23. Section 30.3 shall be deleted and replaced with the following: 'Limitation of Liability. Without
limiting any other terms in this Section, the parties specifically agree that Section 20.4 of the
Program Guide (as amended)shall apply to Servicers' (and its Vendors') delivery of (and the
State's use of)the Wireless Services."
24. Section 30.4 shall be deleted in its entirety and replaced with the following: "Indemnification.
Without limiting any other terms in this Section, the parties specifically agree that Section
26.1 shall apply to Servicers' (and its Vendors') delivery of (and the State's use of)the Wireless
Services."
25. Section 30.5 shall be deleted in its entirety and replaced with the following: "Confidentiality We
acknowledge that you are a governmental entity subject to the Colorado Open Records Act and
as such only certain trade secrets and confidential commercial and financial information are
exempt from disclosure as a public record. Upon receipt of a CORA request relating to the
Wireless Services Agreement, you agree to not disclose our trade secrets and confidential
commercial and financial information. "
26. Section 31, the first paragraph shall be amended by the addition of the following:
The equipment is warranted to be in good working order and free of defects.
27. The first sentence of Section 31.5 (b) is deleted in its entirety and replaced with the following,
"You hereby authorize us to collect all amounts due from you under this Equipment Agreement by
initiating debit entries for such amounts to your account designated pursuant to the Merchant
Agreement to be debited and credited for amounts due from and to you under the Merchant
Agreement (the "Settlement Account') or by deducting such amounts from amounts due to you
from Servicers."
28. Section 31.6 (f) is deleted in its entirety and replaced with the following: "We or our
representatives may, at any time, enter your premises during normal business hours for purposes
of inspecting, examining or repairing the Equipment."
29. Section 31.7 shall be deleted in its entirety and replaced with the following: "You hereby grant to
us a security interest in (a)all Purchased Equipment and the related Software to secure payment
of the purchase price, and (b) all Rental Equipment and the related Software to secure payment
of the monthly payments therefore and authorize us to file financing statements with respect to
the Equipment and the Software in accordance with the Uniform Commercial Code, signed only
by us."
30. Section 31.10 shall be modified to read as follows:
Page 4 of 6
x1141 t 6
To the extent permitted by law, you shall indemnify and hold us harmless from and against any
and all losses, liabilities, damages and expenses, resulting from (a) the purchase, delivery,
installation, acceptance, rejection, ownership, leasing, possession, use, operation, condition, liens
against, or return of the Equipment, or(b)any breach by you of any of your obligations hereunder
except to the extent any losses, liabilities, damages or expenses result from our negligence or
misconduct.
31. Section 31.11(b)shall be amended to read as follows:
(b) Upon the occurrence of any default, we will provide you with notice and 10 business
days to cure any default under this Equipment Agreement. If such default is not cured, we may at
our option, effective immediately without notice, either: (I) terminate the period of rental and our
future obligations under this Equipment Agreement, repossess the Equipment and proceed in any
lawful manner against you for collection of all charges that have accrued and are due and
payable, in which case this Equipment Agreement shall terminate as soon as your obligations to
us are satisfied, or (ii) accelerate and declare immediately due and payable all monthly rental
charges for the remainder of the applicable rental period and proceed in any lawful manner to
obtain satisfaction of the same. The remedies upon default under this Equipment Agreement
shall be determined separately for each Merchant Account and Participating Entity, rather than a
universal default of all equipment of all State Merchant Accounts.
32. Section 31.12, the fourth sentence shall be amended to read as follows:
We may assign or transfer this Equipment Agreement and our rights and obligations
hereunder, in whole or in part, to any third party with your consent, Such consent not to be
unreasonably withheld.
33. Section 33 is deleted in its entirety and replaced with the following: "Our Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado (without regard
to its choice of law provisions). Venue shall be the City and County of Denver, Colorado."
34. The following definition is added to Section 35(Glossary):
Affiliates: Any entity, directly or indirectly controlling, controlled by or under direct or
common control with such party. For purposes of this definition, "control" means the
power to direct the management and policies of an entity, directly or indirectly,
whether through the ownership of voting securities or otherwise. Without limiting the
foregoing, "Affiliate", in the case of Wells Fargo Merchant Services, LLC, shall
specifically include Wells Fargo Bank, NA. and its affiliates as well as First Data
Merchant Services Corporation and its affiliates.
35. The first sentence of Section 34.8 is deleted in its entirety and replaced with the following: "The
parties agree that the following agreements shall constitute the entire agreement between the
parties with respect to the subject matter thereof and supersedes any previous agreements and
understandings, and in the event of conflicts or inconsistencies between these agreements or any
of their respective exhibits or attachments, such conflicts or inconsistencies shall be resolved by
reference to the documents in the order of priority set forth in section 37 of the MMS Agreement.
38. The first sentence of Section 34.7 is deleted in its entirety and replaced with the following: "We
may modify any provision of this Agreement (except pricing terms set forth in Section 18.4 and
any pricing schedules incorporated herein) by providing written notice to you."
37. Section 34.7, the last sentence shall be deleted.
38. Section 37.3, shall be amended by deleting all paragraphs after the seventh paragraph and
replacing such paragraphs with the following:
Page 5 of 6
txnidiT E
Notwithstanding anything to the contrary provided in Section 37.3, the parties agree that
MERCHANT shall not be obligated to pay any early termination penalties or liquidated damages
upon termination of the Agreement.
Page 6 of 6
t Xi PSI r S
Fasts#037
Merdtant# File# 53830E Loc.I of 405 ' t' : I
• • I .i 1L: .'t ) •lf. ti'-'.i'i� ', ',..'r,..- -) zl _ :,f.) _ aka. ...t
Your DBA/Oullet Name: State of Colorado Your Business Legal Name: State of Colorado
DIM Address(No P.O.Box): Suite 0 City: State: Zip Code:
140 State Capitol Denver CO 80203
Head Office Name: Contact Name: Contact Phone:
State of Colorado Sandy Tan (303)866-3253
Head Office Address: Suite# City: State: Zip Code:
140 State Capitol Denver CO 80203
Owner/Partner/Officer Name: Title: %of Ownership: Home Phone: Social Security Number:
Sandy Tan ADMINISTRATOR 0 (303)866-3253 ____
Hone Address: City: State: Zip Code: Personal Guaranty:
140 State Capitol Bldg Denver CO 30203 IJ Yes 0 No
Owner/Ptuiner/Officer Name: Titk: %of Ownership: Home Phone: Social Security Number.
Charles Scheibe CFO -�— (303)866-5826
Home Address: City: State: Zip Code: Personal Guaranty:
140 State Capitol Bldg Denver CO 80203 ❑Yes ❑No
Owner/Partner/Officer Name: Title: %of Ownership: Home Phone: Social Security Number:
hone Address: City: State: Zip Code: Personal Guaranty:
❑Yes ❑No
Owner/Panner/Otccer Name: Title: ti,of Ownership: Home Phone: Social Security Number:
—.
Flame Address: City: — ..... State: Zip Code: TT Personal Guaranty:
❑Yes ❑No
i
❑Sole Ownership ❑Partnership ❑Non-Profit 0 Public Corp. ❑Private Corp.
Mnth/Yr.Started: 8/l844 #.of Employees: 33,coo o State Incurp: CO
Meg Swipe 50%+Keyed Manually 50%•100% P %S Cards manrradcshow %
rTa f Mail Orde�T 00�A Phone Order 50 %
Total Cash and Credit Saks: ' S20,000.000,000 Total Annual MC/Visa Volume: S120.000,000
Average Ticket/Sales: S96 Total Relationship Annual MC/Visa Volume: 5210.000,000
Product/Services You Sell: Government entity
Arc customers required to leave a deposit? ❑Yes ®No
Merchant Type: Government Fed Tax ID: 840644739 0 SSN
Business Checking Account Number: 999999999 Transit Routing Number/ABA: 102001017
For Non Wells Fargo Accounts: JPMorgan Chase Bank,National Association
°Attach a Copy of Funding Check on Separate Page or Provide Blank Letterhead/Logo with Typed ABA/DDA Signed by a Bank Officer
Wag:First Data Qty. Terminal Description Qty. Printer Description Qty. PinPad Description
Merchant Services
0 0
Corporation,by
..
assignment from Wells 0 0 0
Fargo Merchant 0 0
Services,L.L.C. 0
Total monthly lease: 50.00 w/o Tax Lease Term: 0 Months
Entitlement Option: This is a non-cancelable lease for the full term indicated.
AVS,Clu ntline
i
APPI007 File it;53830$
(914.0 1Of3,..
Legal Disclosures ExHI if/% cJ
Important Information about Procedures for Opening a Now Account
To help the government fight the funding of terrorism and money laundering activities,U.S.Federal law requires financial institutions to obtain,verity.
and record certain identifying information from any business or Individual seeking to open a new account.We are requked to obtain this information
no matter how the account is opened(e.g.,by mail.phone,in-person,or wine).
Important Notice.You agree,In order for us to service the Account or to colect any amounts you owe,we may from time to time make calls and/or
send text messages to you at any telephone nurnba(s)associated win your Account,Including wireless telephone numbers that could result in
charges to you. The manner in which these calls or text messages are made to you may Include. but is not ended to, the use of
prerecaded/arlidcel voice messages and/or an automatic telephone dialing system.You further agree that,in order for us to service the Account or
to collect any amounts you owe.we may send e+rwils to you at any e-mal address you provide to us.
The signers)to this Merchant Processing Application(the'Application,hereby warrants and represents that it is authorized to sign this Application
and provide the authorizations and consents set forth herein,and that the statements made in this Application are bue and complete.Each such
signer(s)on behalf of the entity listed on this Application('Applicant')authorizes Wels Fargo Bank.NA and Weis Fargo Merchant Services.LL.C.
(collectively,'Wells Fargo')and/orb agent(s)to investigate the business history of Applicant Applicant agrees to Immediately notify Web Fargo of
any material changes in information provided kr or In connection with this Application. Applicant acknowledges having received and reviewed a copy
of the Wells Fargo Privacy Policy for Business Principals,which Includes a form for Applicant to communicate Its privacy and radiation preferences
to Wells Fargo.Any unilateral alteration or modification made by Applicant or Its representatives to the text of this Application abet be of no legal
effect and at Web Fargo's discretion may render this Application Invalid.Applicant acknowledges that acceptance into Wells Fargo's merchant
program Is subject to anal evaluation and approval by Wals Fargo in Its sole discretion.
Applicant acknowledges having received and reviewed a copy of the attached Program Guide,the provisions of which are incorporated herein,as
amended,by reference.
This Merchant Processing Application and Agreement is an exhibit to and an Integral part of the Master Merchant Services Agreement between the
State of Colorado and Web Fargo Bank,N.A and West Fargo Merchant Services.L.L.C.,which also includes as an exhibit the Weis Fargo
Program Guide(WFB1gg7).
•
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