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Home My WebLink About20240436.tiffCORRECTED RESOLUTION (Corrected to Add Approval of Sub -Merchant Signature Authorization Form and Exchange Special Provisions for American Express Addendum with Special Provisions for ACH Addendum) RE: APPROVE SUB -MERCHANT APPLICATION, SIGNATURE AUTHORIZATION FORM, SERVICES AGREEMENT, AND SPECIAL PROVISIONS FOR ACH ADDENDUM, FOR HS GOV TECH HEALTHSPACES SYSTEM, AND AUTHORIZE CHAIR, DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, AND CONTROLLER TO SIGN - WONDERWARE, INC., DBA CORE BUSINESS TECHNOLOGIES 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 Sub -Merchant Application, Signature Authorization Form, Services Agreement, and Special Provisions for ACH Addendum, for the HS Gov Tech HealthSpaces System between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, Accounting Department, and Wonderware, Inc., dba CORE Business Technologies, commencing upon full execution of signatures, with further terms and conditions being as stated in said application, form, agreement, and addendum, and WHEREAS, after review, the Board deems it advisable to approve said application, form, agreement, and addendum, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Sub -Merchant Application, Signature Authorization Form, Services Agreement, and Special Provisions for ACH Addendum, for the HS Gov Tech HealthSpaces System between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Health and Environment, Accounting Department, and Wonderware, Inc., dba CORE Business Technologies, be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said form, agreement, and addendum, and Bill Fritz, Department of Public Health and Environment, and Chris D'Ovidio, Interim Weld County Controller, be, and hereby are, authorized to sign said form. cc: I-U.(lsf/b5), tT(BH'), ACT(CF/CD) 2024-0436 vC6/21 /Ay q/+8/24 AC0023 HL0057 SUB -MERCHANT APPLICATION, SIGNATURE AUTHORIZATION FORM, SERVICES AGREEMENT, AND SPECIAL PROVISIONS FOR ACH ADDENDUM, FOR HS GOV TECH HEALTHSPACES SYSTEM - WONDERWARE, INC., DBA CORE BUSINESS TECHNOLOGIES PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of August, A.D., 2024, nunc pro tunc February 21, 2024. BOARD OF COUNTY COMMISSIONERS WELD COON ATTEST: Kevi . oss, Chair Weld County Clerk to the Board Pro -Tern BY: Deputy Clerk to the Board _ ike reeman APPROVED AS RM: County Attorney II �VJZ4 Date of signature: I i Saine 2024-0436 AC0023 HL0057 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: HS Gov Tech (Healthspaces) Sub -Merchant Application. DEPARTMENT: Accounting/Health Department DATE: February 12, 2024 PERSON REQUESTING: Chris D'Ovidio, Dan Joseph Brief description of the problem/issue: In 2023 the Health Department began a project to replace Envisions Connect with the HS Gov Tech Healthspaces application. To receive credit card payments with the new application the count needs to sign a CORE Sub -Merchant application. The attached application has been completed by the accounting department and the terms and conditions reviewed and approved by the county attorney. What options exist for the Board? Sign the Sub -Merchant application to allow the health department to receive credit card payments through the Healthspaces application. Recommendation: Recommend sinning the CORE application. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman j Yl Scott K. James P Kevin D. Ross, Chair via /1 t Lori Saine 2024-0436 NLU051 K}CbDZ3 •/_--I_ r_..J From: Kevin Ross Sent: Monday, February 12, 2024 12:53 PM To: Karla Ford; Scott James; Lori Saine Subject: Re: Please Reply - Weld Application for Merchant ID Creation with CORE Approve Kevin Ross From: Karla Ford <kford@weld.gov> Sent: Monday, February 12, 2024 12:26:18 PM To: Kevin Ross <kross@weld.gov>; Scott James <sjames@weld.gov>; Lori Saine <Isaine@weld.gov> Subject: Please Reply - Weld Application for Merchant ID Creation with CORE Please advise if you support recommendation and to have department place on the agenda. Karla Ford A Office Manager, Board of Weld County 1150 O Street, P.O. Box 758, Greeley, :: 970.336-7204 :: kford@weldgov.Con **Please note my working hours are Commissioners Colorado 80632 i :: www weldgov.Corn Monday -Thursday 7:00a.m.-5:00p.m.** J i - ached uments or writings are intended erson entity o ich t is Confidentiality a n information that is privileged, confidential orion and any totherwise protected fromrdisc disclosure. If you have only rece vedthe thiscommun communication error,'pleaseaddressed and may tons fin distribution or the taking of any action concerning the contents of immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 Karla Ford From: Sent: To: Subject: Importance: Yes, approve, thanks! Scott James Monday, February 12, 2024 7:03 PM Karla Ford Re: Please Reply - PA for Routing Healthspaces Sub Merchant application High Scott K. James Weld County Commissioner, District 2 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336.7204 (Office) 970.381.7496 (Cell) Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. On Feb 12, 2024, at 6:01 PM, Karla Ford <kford@weld.gov> wrote: Please advise if you support recommendation and to have department place on the agenda. Karla Ford X Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336-7204 :: kford@weldoov.com :: www.weldgov,com :: "*Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** <image002.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings ore intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chris D'Ovidio <cdovidio@weld.sov> Sent: Monday, February 12, 2024 3:56 PM To: Karla Ford <kford@weld.eov> 1 Karla Ford From: Sent: To: Subject: yes Lori Saine Lori Saine Tuesday, February 13, 2024 2:12 PM Karla Ford RE: Please Reply - PA for Routing Healthspaces Sub Merchant application Weld County Commissioner, District 3 1150 O Street PO Box 758 Greeley CO 80632 Phone: 970-400-4205 Fax: 970-336-7233 Email: IsaineC iweldgov.com Website: www.co.weld.co.us In God We Trust Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Karla Ford <kford@weld.gov> Sent: Monday, February 12, 2024 4:02 PM To: Scott James <sjames@weld.gov>; Lori Saine <Isaine@weld.gov> Subject: Please Reply - PA for Routing Healthspaces Sub Merchant application Importance: High Please advise if you support recommendation and to have department place on the agenda. Karla Ford A, Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O. Box 758, Greeley, Colorado 80632 1 HSG ECH rZ CORE 950 Warren Avenue, A- Floor, East Providence, RI 029141 966.567.2673 SUB -MERCHANT APPLICATION & AGREEMENT (for Govemment Entities) Corporetel Legal Name: County Of yyeld Federal Tax ID Number. 94-6000913 Location Address: 1150 O Street Mailing Address: P.D. Box 758 City: Greeley State: CO ZIP: 80631 City: Greeley State: CO Zip: 80632 Business Phones: 970400-4000 Fax#: Webs0s Address: weki.gov TYPE OF BUSINESS: Govemment CHAIN MERCHANT ❑ YES ❑ NO BUSINESS ESTABLISHMENT DATE fasa BUSINESS LICENSE M: CURRENTPROCESSOR: POS DEBIT- ❑NO ❑YES NETWORK: IZ)WwMAC rWSIer East (0)S?w Wtsr (D)kuedak fa)Mae5ho pe EST Company: Contact: Phone: Payment Terms: Company: Contact Phone: Payment Terms: • • Location No• Date: Legal Name: Bank Chain: Mahn Contact: Title: sub -Merchant wum0er: • • • Stae Rep: DBA: Weld CgunNOepaMnW afPubhe Heafthand En imnmem Statement DBA(30Che): SIC: Location Address: 1555 NCM77th Avenue City: Greasy ST: CO Zip: 60631 Ma1INg Address: City: ST: Zip: Customer Service Phone Number: Phan. a: Fax 0. Main Comaet Dan Joseph Tfde: Division Diredar Email: Den Jaxph Avg T1.1, t 5305.00 Max: $1,100.00 Monthly vol: $5,000 swipe % Keyed % MOTO % Intemst % Products or Sarvlcas ORored (be specific): lice sing of retail food eslabliehmeMs childcare- body ari etc. Additional ndaled fees (Plan review, etc) T. mind I Payment Application: W.I..: SubJRarchant Use Independent Servkor (sore, mabntafn, of transmits cardholder data)? (if yes, provide me fdlovang) ServkerI Payment App. Manufacturer: Phone: American Express (10 Digit): American Expreev Annual volume: IH By checking this box, Sub -Merchant opts out of accepting American Express. •• e Marchun Type: Building Type: Aral Zoned: S4uere Footage: Merchant LAndloM: Contact: Phone: Fulfillment Co. Contact: Phone: This LocNon he Open for Business: ® Yes ❑ No Inspected By: Dab: HS OCVTECH" 1I CORE • • Cam ate HPro Nn Loan Then 70_%CeMPresonr— Sa11T0: Buweew: _% Public _% Doesthe SubMareMnt Orin PmduCAmnmery? Marketing: _ _ Am Products Soared attire BmInnes Local[=? Orders Procanad by: If No, where? eat Pmeeaastl by. if Processin IntOmot Tmnsaetions Pieasa Com 4I9 Th. F.WM when Ia the cardholder Charged? Info n•ttramcdom encrypted sy SSL m BMWT? How many days to NMll ender? Digital CertHlate UUlhad? Exp Oars: sWpp•d by: comileafo N mbw.. Products Shipped by: Cams..ft tsauer: Delivery R"I t Requastad7 URL: at, e • •• This o es should size be completed for Additional locations If DDA is dltfamnt from main location. Please Include a Voided Cheek if this 16 a "Oopwh Only' accoi n , Wen a Letter from Dm Financial Institution verifying Transit and Routing Number and DOA2Is roquirod. Account Typo: ACH Deposit RoutingfTmnsltt ACH Deposit Account Number Bank Noma: C K Mls Fargo Bank NA Account Type: ACH Fees Radingf ransit # ACH Fees Account Number Contact Phone: C K Renee Fielder 87040o-3257 SubM.Mhamharoby mrBmrlaa Aequleem and PmvlMr to inrama amdh MWW debit While far smoums originating under tin Subdlertham AgmemaM Nle ACH or otharwlael ixludingerryr -I. oradluaNroma an originalemrire tothe Sub4A-hemi BankAmours(eradafl-climb. Sub{r•rehem Agrpmmdl• NOTE: Attach Voided Check or Bank Letter THIS SUB -MERCHANT APPLICATION IS ACCEPTED UPON THE SIGNING BY CORE BUSINESS TECHNOLOGIES C��ORRE�E Bus'ines%s Tech ogles ("CORE") Accepted By: T/�i.�./ 04/25/2024 950 Warta. Ave, 4" Floor Date Ears Pmidonm, RI 02914 O CORE SUB -MERCHANT SIGNATURE AUTHORIZATION Government Entity: Court of Weld The undersigned certifies and agrees to as follows: 1. The undersigned and any of the persons identified below are duly authorized to sign this Sub -Merchant Services Agreement and bind the entity indicated above to it. If any official indicated below resigns or is replaced, that official's successor(s) in office shall be deemed to have signed this certification and the Sub -Merchant Services Agreement. These persons also have the authority to perform the duties and functions defined in 2, 3 and 4 below. TITLE PRINT NAME SIGNATURE Chair, Board of Weld County Commissioners Kevin ROSS 2. The persons listed below are duly authorized to act for and on behalf of the entity indicated above in any manner relating to this Merchant Processing Agreement and any additional merchant location forms. 3. Both CORE and WoridPay may rely on the authority granted in this certification and the undersigned official represents and warrants that this certification shall remain in full force and effect until revoked upon written notice to CORE. 4. The following are the names, titles and genuine signatures of the persons authorized by this certification to perform ongoing organizational processes and updates: TITLE PRINT NAME SIGNATURE FiscalManagerforWCDPHE Bill Fritz rnfl `y Interim Weld Court Controller Chris D'Ovidio I have subscribed in n�ame�as the official indicated above as biA/ 1 O/LUL4 (date) Signature: J�'S Z Print Name: Kevin RDSS Title: Chair, Board of Weld County Commissioners THIS SUB -MERCHANT APPLICATION 15 ACCEPTED UPON THE SIGNING BY CORE BUSINESS TECHNOLOGIES CORE Business Technologies ("CORE") Accepted By: ( 08/16/2024 950 Warren Ave, 4'" Floor Date East Providence, RI 02914 SMA-HSG-GOV v2024-04 ZOZ�I -043 0 • CORE OVTECH' SUB —MERCHANT SERVICES AGREEMENT 2. Member Bank mist be a principal (signer) to this Agreement. 3. Subject to this AgreemenS Member Bank is responsible for and must provide settlement funds to you. 4. Member Bank is responsible for all funds held in reserve. 5. Member sank is responsble for educating you on pertinent Operating Regulations with which you mustcomply; but this information may beprovided to you by Provider. Important Merehaat Responsibilities: 1. Emurecompli=—ithcardholdcrdatasecurityandstcmgerequirements. 2. Maintain fraud and chargebacks below Card Brand thresholds. 3. Review and understand the terms of this Agreement 4. Comply with applicable Operating Regulations. 5. Retain a signed copy ofthis Disclosure Page. Merchant Resources (a) You may download"Visa Regulations" from Visa's website at: htm/! saves i orNWmmbantUmaOI*ons/oo rreulat'onchiml (b) You may dowaload"Mactercard Rules'fram Mastammd%website at: trs/lwww mastercard mm/uslmer hanUsnroonlrula hhnl (c) You may download"Discover Network Rules" from Discover's website at: hum uwwwdiscovcmetwork car& •reb ms/ (d) You may download"American Express Memhant Operating Guide" from Amenean Express'website at h n critanexnress comtmuchamooeuide _ The responsibilities listed above do not replace the terms ofthe Sub-Mcrchant Agreement and are provided to ensure you Understand some important obligations of each party and that the Member Bank is the ultimate authority should you experience any problems. Sub -Merchant Name: HELD COUNTY GOVERNMENT Address: 1150OSTREF7' CREELEY.CC�OL RRA(D�O8C�63311 \) — Authorized Signature: �� 0 ' — SMA-HSG-GOV vl.2 p� �T V7 CORE This SUB -MERCHANT SERVICES AGREEMENT (this "Sub-Merehanl Agreement") governs the Payment processing and other related services Imo - tcelutrer e provided by Warldpay, LLC ("Worldpy"I and its designated Member Bank (collectively, "Acquirers") to you ("Sub -Merchant') pursuant to this SubMemhant Agmer. Acquirer Services are being provided in co junction with the Sub-Metchant Agreement entered into between Sub-Merchont and Wonderwane Ina. dWa CORE TeehnoIZs ("Provider'). In considwtion of Sub -Merchant's receipt of creditor debit card ("Card") funded payments, and participation in progmmsalfiliated with N Imemntiorel Ina ("Masi<reani'). VISA U.S.A. Inc. ("VISA'), Discover ("Discover"). American Express Travel Related Smices Company, Inc. ('American Fvn certain similar entities (collectively. Yard Brands" ). Sub -Merchant is required to (i) enter into a direct rclalionship with an entity the is a member df the Card Brand agree to comply with Card Brand rates os they pertain to applicable Card payments. By entering into this Sub -Merchant Agreement Sub -Merchant is fulfilling the Cr Merchant- Acquimrs may refuse to process Card transactions made subsequent to the change or terminate this SubMerchant Agreement. bob -Merchant rurtuer provide Provider with prompt written notice if it is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Sub -Merchant will ells provider with prompt written notice of (i) any adverse change in SubMerchant's financial condition, (i) any planned or anticipated liquidation ar substantial change nature of its busines. (ii) any transfer or sale of any substantial part (25%or more in value) of ics total assets, or (iv) if Sub -Merchant or its parent is rat a core r 6 shares are listed on a national securities exchange or on the over -the -cannier market, any change In the control or ownership of Sub-Mcmhant or ns parent Sub will also notify Provider of arty judgment, writ, warrant of attachment, execution, or levy against any substantial part (25% or more in value) of its total assets not be mquimd by than. Sub -Merchant also authomcs any person or credit reporting agency to compile Imormallan to anumv moss Iralurres enn to tumnn mat in.., r Provider and/or Acquirers. 14 AUDIT RIGHT In the event Acquirers rcuonably suspect that th y are subject to a financial or repulational risk due to Sub -Merchant's actions or omissions, SubMerchant omh Acquirers to perform an audit or inspection of subMcrehant's operations to confirm compliance with this Sub -Merchant Agreement upon reasonable advarmc notice t Acquirers' expense. Sub -Merchant agrees m cooperate, in good faith, with any such audit conducted by Acquimrs. Further. Sub -Merchant acknowledges and agrees th Card Brands have the right to audit Sub -Merchant's business to confirm compliance with the Operating Regulations. 1.5 DATAOWNERSHIP Acquirers will own all data associated with Sub -Merchant's rue of the Acquirer Services Sub -Merchant acknow1 dges that thisdata may be used by Acquirers for any pis Sub -Merchant will honor, without discrimination, any valid Card properly tendered by a person asserting to be the person in whose name the Card is iss 2.3 REQUEST ATTIME OF PAYMENT When accepting payment, Sub -Merchant will request the Card expiration date and ZIP code or postal code from the Cardholder's billing address. It is also highly recommended that SubMerchant obtain the security code from each Card, but Sub-Mercnant must not store this inlbrmation permanently. - 2.4 CARD AUTHORIZATION Sub-Merchantis required to obtain an aulhoriration through Ibd Services, in accordance with this Sub -Merchant Agreement, for each Card transaction. Acquirers reserve the right to refuse to process any Card transaction pmwnwd by Sub -Merchant unlcs it includes a proper authorisition. Authorizations am note guarantee of acceptance or payment of a transaction and do not waive any provision of this Sob -Merchant Agreement, or otherwise validate a fraudulent transaction or a transaction involving the use of an expired Carl. Acquirers may ref to authorize any transaction. HSGC0VTECH ®�a CORE 2.5 ADJUSTMENTS All transactions and deposits are subject to audit and final verification by Provider and/or Acquirers and may be adjusted for inamumcics All credits provided m Sue - Merchant am proviaionsl and subject to chargcbncks and adjustments in accordance with the Operating Regulations, whether or not a tram anion is charged back by the Cant 2,6 SALES TRANSMaTAIS Sub -Merchant will retain a copy of the sales transmittal for the completed transaction In accordance with die Operating Regulations. Within threw (3) business days of Provider's and/or Acquirers' request, Sub -Merchant will predutt copies of sales transmittals and other transaction evidence. Acquirers will have ehargeback rights with respect to such transactions for sales transmittals not so produced. 3. COMPLIANCE Wlfll RULES AND L\WS 3.1 COMPLIANCE WITH OPERATING REGULATIONS AND CAWS Sub -Merchant agrees to participate in, and to cause third parties acting as Sub -Merchant's agent ("Agents") to participate in, the Can) Brands in compliance with, and subject to, the by -lases, operating regulations ord err all other rules, policies, and procedures ofthe Card Brands (collectively, the "Operating Regulations-). In the event army conflict Mween the terms of this Sub -Merchant Agreement and the terms of tines Operating Regulations, the terms of the Operating Regulations shall prevail. Sub -Merchant further agrees to comply with the temps of this Sub Merchant Agreement. all applicable federal, stale, and local laws, mles. and regulations (collectively, the "Laws') and such other policies ad procedures m Acquirers may from time to time prescribe relating to Sub -Merchant's acceptance of Cards (" Policies') Without limiting the foregoing, Sub -Merchant agree that it will fully comply with any and all confidentiality and security requirements of the USA Patriot Act (.r similar law, rule or regulation), VISA, Mastercard, Distum, American Express and/or other networks, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the Mastecard Site Data Protection Program, and any other program or requirement that nay be published and/or mandated by the Card Brands ("Security Re uirements'). For purposes of this section, Agents include. but are not limited to, SubMcminw's so(lwac providers and(orequipment providers. Sub-Merehanl agrees to assist Provider and/or Acquirers regarding SubMerchani s compliance with the Operating Regulations, the Laws, Security Requirements, or the Policis Acquirers may, within their sole discretion, suspend the Acquirer Services for a rummable period of time required to investigate suspicious., unusual activity, and Acquirers shall have no liability for any Sub -Merchant losses arising from any suspension of f ds disbursement. Acquirers may reverse Card uansrctionns which they behave, in their sole discretion, to violate this Sub -Merchant Agreement, Operating Regulations, the Laws, Security Requirements or the Policies, and Sub -Merchant agrees ro reimburse Acquirers for any such reversal 32 DATA SECURFIY Sub -Merchant agrees to keep secure all systems and media containing account, Cardholder, or transaction information (physical or electronic) and dstroy in a manner that will tender the data unreadable all such media that a rat longer necessary or appropriate to store. If Sub -Merchant starts Cardholder account numbers, expiration dates, and other penom it Cardholder data in a database, Sub-Merehanl agrees to follow Card Brand guidelines and des Operating Regulations (including Security Requirements) on seeming such data. Sub.Memhant may not retain or stem magnetic stripe or CVV2, CVC2, or CID data after authorimuon. Suh-Memhant shall maintain irdusuy "best practices' regardingcontinuily procedures and systems to ensure security ofCardholderaccount information m the event of a disruption, disaster, or failure of Sub -Merchant's dour Swag. system and/or facility. Sub -Merchant afire. to display its consumer privacy policy on its websile u well W its security method for transmissi.n of Cardholder data. 3.3 PROHIBITED PRACTICES Sub-Merclow must wt (t) require a cardholder to complem a postcard or similar document that includes the cardhohder's am um amber, Cad expiration date, signature, or wry other Cart) sternum data in plain view when mailed, (ii) add any tax to transactions, unless applicable law expwssly requires that a Sub- merchant impose a tax (any tax amount, if allowed. must be included in the tmmaclion amount and not collected separately), (pit) request or use air meaunt number for arty pugws odor than as payment for its goods or scrvics, (iv) disburse funds in the form of travelers checks if the sole purpose is to al low the candholder to make a cash purchase of goods or services from Sub Merchant, (v) disburse funds in the form of cash unless Sub -Merchant is dispensing funds in the form of travelers checks. Travel Money cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TmvclMoncy cards, or foreign cuntrey. plusany commission or fee charged by die Sub-Merehanl), or Sub- memham is panucipating in a rash back service,(vi) submit any transaction receipt Car a u nmctle. that was previously charged back m the acquire. and subsequently returned w Suh-Merchant, irrspective of cardhaldm approval, (vii) accept a Visa consumer credit card air commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, (viii) accept a Card to collector refinance an existing debit that has been deemed uncal leviable by Sub -Merchant air (ix) submit a transaction that represens collection of a dishororcd check. Sub -Merchant further agrees that, under no circumstance, will Sub- merchant store Cardholder data in violation of the Laws or the Operating Regulations including but net limited to the storage ofuack-2 data Neither Sub -Merchant nor its Agent shall retain or store magnetic -stripe data subsequent to the authorization of a sal. transaction. 3.4 RECURRING TRANSACTIONS For any mcutting onametion, Sub -Merchant nun (i) obtain the Cardholder's prior written consent to periodically charge due Landholder on a recurring basis for thegoods or services purchased , (ii) retain this prnmssion for the duration of the returning wmtcs and provide it upon request to Provider and/or Acquirers or the issuing bander of the Cardholder's Card. (iii) retain written documentation apcoifying the frequency of the mcumng charge, and the duration of lime during which such charges may lie made, and the amount or range of amounts that may be ehuged and (iv) notify the Cardholder that he or she may cartel returning trilling charges at any time. Cardholder must retain evidence of such written convent for at least 24 months from the date Sub -Merchant submits the Last recuring billing charge Sub-Memhant will hmmr any Landholder cancellation, and if this Sub -Merchant Agreement is terminated fit any .. i. Sub -Merchant will, at its own cost, advise all Cardholders to whom Sub -Merchant submits occurring billing charges that Sub -Merchant no longer accepts the Card for amounts owed. 3.5 BONA FIDE TRANSACTIONS Sub -Merchant shall only complete sales transactions produced w the direct result of bona fade sales madeby Sub -Merchant to cardholders in the ordinary course ofbusiness in accordance with this Sub -Merchant Agreement the Operating Regulations, and the Laws, and is expressly prohibited from processing, factoring, laundering, offering, and/or presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub.Merchant. 3.6 MINIMUMIMAXIMUM TRANSACTIONS SubMwelaw may seta minimum tranmction amount to accept a Card that provides access to a credit account, under the following conditions: (I) the minimum transaction amount does not differentiate between Card issuers; (ii) the minimum transaction amount does not differentiate between Mastercard, Visa, or any other Cad Brad; and (iii) the minimum transaction amount dos nut exceed ten dollars (or my higher amount established by the Federal Reserve). Sub-Memhant may seta maximum tremaclion =owl to accept a Card that provides acces to a credit account under the following conditmns: Sub -Merchant is a (i) department, agency, or inswmentaliry of the U.S. gave meet: (ii) corporation owned air controlled by the U.S. government or (iii) Sub -Merchant whose primary business ns reRected by one.f the following MCCs: 8220, 8244, 8249 —Schools, Trade or Vocational; and the maximum transaction amoum does not differenlimc between Mastercard, V isa. or my other Card Brand. 3 7 ILLEGAL TRANSACTIONS �tS CORE HS GOV7ECH �' Sub -Merchant may not submit or knowingly permit any cordholder m submit any transaction that is illegal or that Sub -Merchant should have known is illegal, including but not limited to transactions involving pornography, money laundering, or financing tourist activities. Sub -Merchant agrees to comply with any and all inswetious Provider gives Sub -Merchant from time to time regarding payment processing provided hereunder. Sub- merchant agrees tat Pmvidcr may fro-bgste and audit Sub -Merchant's compliance with this Sub -Merchant Agreement fmm time m time, and Sub .Merchant agrees to cooperate fully with Pmvidcr in any investigation oraudit 3.8 USEOFTRADEMARKS The Card Broods are the sole and esclusive owners oftheir marks and Sub -Merchant's use oftheir marks must comply with the Operating Regulations. Acquirersare the sole and exclusive owner of their respective marks. and Sub -Merchant's use of Acquirer marks will fully. comply with Acquirer policies and inswctionc. AI any time Acquirers may prohibit Sub -Merchant's use of the marks or require changes n Sub -Merchant's use of the marks as Acquirers deem necessary cr apprupriale, Sub -Merchant's right to use Acquirermarks or the Card Brand marks will cause upon lernination of this Sub -Merchant Agreement and Sub -Merchant agrees not to contest the onvu rship of the marks for any reason. 3.9 THIRD PARTY SERVICE PROVIDERS Sub -Merchant must provide Provider written notification regarding Sub -Merchant's use of arty Agents. Sub -Merchant will he liable for any breach of the Operating Regulations by an Agent. if then is unauthorized access to Cardholder data in the possession of Sub -Merchant or its Agents, Sulu -Merchant most immediately notify Provider and cooperate with Provider and/or Acquirers regarding reasonable requests for information regarding the security breach. 3.10 CONFIDENTIALITY To the event legally possible. Sol -1.1 rchant agrees to rcain n <mctesl confidence all information and data belonging to m relating to Acquirer's haam-and will safeguard such mformutinn and dam by using the same degree of tare. but no less than a reasonable amount ofcare. that Sub -Merchant uses to pmi a l ice own contidemial information. 3.11 DISPUTES a SUB -MERCHANT'S DUTY TO MONITOR Acquirers will not, and have no obligation m, confirm the nobility of the recipient or the underlying tmmction pursuant to which funds are transfercd. Acquirers asumc no liability for any unauthorized uansfcr request and the attendant transfer of funds, unless and until Sub -Merchant provides appropriate and timely notice of the Imamhori A transfer requess to Provider. II is Sub -Merchant's sale obligation and responsibility to promptly and consistently inspect Sub -Merchant's transaction history and must immediately report any possible eron to Provider. b. DISPUTES, INQUIRIES, AND CHARGEBACKS Working with Provider, Acquirers will handle Cant Brand inquiries about Sub -Merchant's Card transactions, in addition to disputes between Sub -Merchant and a customer involving Card payment transactions. Based an customer dispues, Acquirers may averse Card transactions ("chargebacks"), and Provider and/or Acquirers will ot7sct the value of such chargebacks fmm monies owed to Sub -Merchant. Sub -Merchant most trot rcrnter or reprocess any Card transaction that has been ehargd back, but inste d will allow thecharge�ck process to procn:d la its conclusion n described in IhcOperating Regulations If Suh-Mcmhant disagrees with achurgeback, Sub -Merchant may request a chargeback reversal within the applicable Card Brand's timeline in the Operating Regulations "Excessive Activity"mean: chargebaeksin excess of 50'/v ofthe transaction ratio of Sub -Merchant's Cana Irosaclions; or, chargebacks in access of .50oh of the Irarrsaction ratio of the dollar amount of sub -Merchant's Card Inarsaetion; or, returns in excess of3 % ofthe transaction ratio of Sub -Merchant's Cad transactions; or, denied Iruuactions in excess of 5%of the transaction ratio of Sub -Merchant's Card transactions. The existence of Fxccssive Activity will be a branch of this Sub -Merchant Agreement and may result in action as Acgrurers deem necessary. including, bud not limited lo, lamination or suspension of processing privileges w creation or maintenance of a reserve. Acquirers may revoke or reverse any credit given to SubMerchanl where (t) the Card tranaaalion was not made in compliance with this Sub -Merchant Agreement and the Operating Regulations, the Laws. or the Policies, (ii) the Ct dholderdisputes liability to Pmviderannd/or Acquirers for any reason, including but not limited to those ehargebaek rights enumerucd in the Operating Regulations; (iii) the Cad transactor eras not directly between Sub -Merchant and the Cardholder, or IN) a deposit m Sub -Merchant was made erroneously. c REFUNDCREDITS Sub -Merchant will issue a coedit memorandum instead of making a cash advance, a disbursement, or a refund an any Cad tramaction. Provider and/or Acquirers will debit from amounts owing Sub -Merchant for the total face mutual ofeaeh credit memorandum submitted Sub -Merchant will wit submit a credit relating to any Card transaction not originally submitted to Provider, Par will it submit a credit that exceeds the amount of the original Cad transaction. Sub -Merchant will, within the time period specified by the Operating Regulation. provide Provider and/or Acquirers with a credit memorandum or credit statement far every return of goods or forgiveness of debt for srnices that were the subject of a Card transaction. 3.12 SPECIAL MASTERCARDTERMS As used in this Section 3.12: (i) "Corporation" means Mastcrcad International Incorporated, Maasuo International Inc., and their subsidiaries and aliliatm; (to) "Interchange System" means the computer hardware and sollware operated by and an banal f of the, Corporation for the muting. processing, sod settlement of lmnsacuon (iii) "Monks" means the names, logos. trade moues, logotypes, trademarks, service marks, trade designations: and other designations, symbols, and marks that the Corporation owns, wages, licenses, or otherwise controls and makes available Por use by authorized entities in accordaorce with the Standards, and "Mark" nears arty one of the Marks and (iv) "Stmduds' means the Amended and Restated Certificate of Incorporation and the bylaws, operating rules, regulation, policies, and procedures of the Corporation, including but not limited m any manuals, guides or bulletins, as may he amended from time to time. Suh-Merchant acknowledges and agues: (i) Sub -Merchant will comply ar all times with all applicable Standards, as amended from time to rime, 00 the Corporation is the sale and ezelusive owner of the Marks, and Sub -Merchant will not coital the ownership of lire Marks for any reason; (iii) the Corporation may at any time, rnnmediatcly and without advance notice, prohibit the Sub -Merchant from using any ofthe Marks for any rca on; and (iv) the Corporation hn the right m enluroe any provision of the Standards and to prohibit the Sub -Merchant and/or Provider from engaging in any conduct the Corporation deems could injum or could create a risk of injury to the Corporation, including injury to mputation, or that could adversely affect the integrity of the Interchange System, the Corporation's "confidential information" (as defined in the Standards), or both; and Sub -Merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation. Sub -Merchant agrees that Provider may require any changes to Sub -Merchant's wxbsite or otherwise that Provider deems necessary or appropriate to ensure tat Sub -Merchant remains in compliance with the Standards governing the use of the Marks. In addition du the termination provisions set forth in Section 5, this Sub -Merchant Agreement will automatically and immediately terminate ifthe Corporation dcaegisters Provider or if m Acquirer ceases to be approved by the Corporation for any reason or if such Acquirer fails to have a valid license with the Corporation to rte any Mark accepted by Sub -Merchant Further, Provider, at ice discretion or at the direction of an Acquirer or the Corporation. may teminato this Sub -Merchant Agreement immediately for activity deemed to be fraudulent or otherwise wrongful by Provider, an Acquirer, or the Corporatitn. In the event of any conflict or inconsistency between any provision of this Sub -Merchant Agreement and Ne Standards, the Standards will govern n to any transaction involving the Corporation or its Cards. 4. FEES, SET LEME.N7 TA\ES& IRSRF.PORTINO. 4.1 FEES Sub -Merchant agrees to pay to Provider on demand (i) any and dl service or processing fees, faxes, or other charges associated with payment transaction processed through SMA-HSG-GOV vl.2 HS GOVTECH' ��, CORE the Service, vspecified in Provider's Fee Schedule as in erect from Lime totime, or in nether applicable document(e.g. an order(am).(it)mry adiustmcros, fees, penalties. or cogs intoned by Provider as a result al'any dispute related to a Uscr Payment (as defmd below) or to any payment vareactim alleged to have y� —eJ through the Service. and_(ill) any fees or charges imposed ty third panics (including Card Brandstand Acquirers) related to disputd, rearmd. or cancelled transactiortsor Use, Payments 9 -Merchant author ms and clients Provider to dadum the amounts Sub -Merchant owes under thu paragraph from User Payments, and SubMmehart urdetstartds that User Payments Provider remits to Sub -Merchant will be net of thew amounts. Sub.Merchant further agrees that Provider may widd uI j the following amounu from User Pa}mamu, and Sub -Merchant nmletaand, that User Payments Provider merits to SubMerchanl will be net of these amounts: (i) the amount army User Payment that is subject a dispute or reasonably anticipatd to be -subject Lo dispute m determind m Provider's sole discretion (such as in the case of Card charge backs) and any relatd adjustments. fees. penalties, or costs Provider incurs or reasonably antiefpaln Provider will incur as a result of the dispute: (ii) any thirc-party f s or charges Provider inetns or reasonably antieipar s Provider will incur as'a result of a disputd, retumd, or cancelled User Payments, including any imposed an Provider by Acquirers: (iii) any taxes or other amounts as requird by lave, and (iv) airy other emoimis SubMa hung owes to Provider under the Sub -Merchant Agicemen4 including any amounts that Provider reasonably believes are or maybe owed to Provider m a result of any breach by Sub -Merchant of this Sub -Merchant Agreement or purswnt to Sub -Merchant's indemnification obligations under the SubMcmhmt Agrnmrnt Sub -Merchant authorizes Provider to use the funds so withheld to satsfy Sub merchant's obligations in respect of airy matters described in this paragraph. To the extent the funds so withheld exceed the amounts) actually required to satisfy Sub -Merchant's obligations, the remaining funds will be u and as User Payments received by Provider during the calendar month in which Provider determines (in Provider's sole and reasonable discretion) that SuWerehant's obligations have been satisfid and remitted to Sub -Merchant in accordance with the paragaphs above. In the event amounts dducted or withheld from User Payments are insuBicient to pay all amounts Sub.Merchant owes to Provider hereunder, Sub -Merchant agrees to pay such amounts on demand, and to pay all attorneys fees and costs and expenses of collection Provider incurs in wllntingamounts Sub-Mcmhant owes. 42 SETTLEMENT Upon receipt ofSub-Merchant's sales data for Cardtransactions through the Services, Acquirers will path ssSub-Merchant's salesdam to facilitate the funds hamfer between the various Card Brands and Sub -Merchant. After Acquirers receive credit for such ales data, Acquirers will either fund SubMerehant directly or Uvough Povider a an account designated by Provider ("Provider Designatd Account"), for such Card transactions. Sub -Merchant agrees that Acquirers' deposit of funds to the Provider Dmilpiald Amount shall discharge Acquirers of then seNement obligation to Sub -Merchant Any dispute concerning the amount or receipt of scWcment shall be betmem Provider and Sub -Merchant Acquirers will debit the Provider Designate Amount for funds owed to Acquirers as a result of the Acquirer Services provide hereamdcr Further. ire cardholder disputes a transaction, rf a transaction is chargd back for any reason, or if Acquirers reassembly believe a transaction is tin rathedr d or atherwise tma emplable, the amount of such transaction maybe charged bat), u,d debited from Sub -Merchant or Provider. 4.3 REMITTANCE BY PROVIDER Unless Sub -Merchant and Provider otherwise agree in writing, funds renivd by Provider in respect of payments by Cardholders to Sub -Merchant that ate processed through the Service ("User Payments") soil I be remittal to Sub -Merchant (net of amounts Acquirers and$r Provider is autlwrizcd to deduct or withhold, as d—bd above and in this Sub Merchant Agreement) Trot later than thirty• (30) days after the end ofthe calendar month in which such User Payments are receive by Provider Funds will be remised in the Poem Sub -Merchant selects when Sub -Merchant registers for payment processing services, or as subsequently updatd as permitted by the Service. IC SubMercham believes that Provider has faild to remit User Payments owe to SubMerchant Sub -Merchant must notify Provider in writing within ninety (90) days of the date of such remittance or from the date when Sub -Merchant purports such remittance would have been due, specifying in reasonable detail the amounts Sub -Madam believes arc owed. Sub Merchant's failure tow notify Provider shall result in Sub-Merehant's waiver of any claim relating to such disputd remithvrce. Amounts owed to SubMerehant shall be calculate solely based on retards maintaind by Provider, which shall be presumd count absent manifest enter. Sub -Merchant shall have no audit rightshereunder. 4.4 SU&MERCHANT ACCOUNT To ensure proper remittance of User Payments, Sub -Merchant is witty responsible for providing and mainaining accurate conact and payment mromaation associated with Sub -Merchant's amount, which may include without limiation applicable tax information If Provider believes that Provider is obligated to obain tax information and Sub - Merchant does not provide this information to Provider alter Provider has requested it, Provider may refuse ro remit User Payments to Sub -Merchant until Sub -Merchant provides this information or otherwise satisfies Provider that Sub-Mcrchant is not a person or entity from whom Provider is required to obain ax infan abort. Sub -Merchant agrees to pay all applicable axes or charges imposed by any gm'emmenl entity in connection with Sub -Merchant's participation in the Service. 4.5 RESERVE Provider and/or Acquirers may, in their reasonable discreion, esrebl ish a reserve if they behave then is o risk of potential chargebacks returns, ar airy other risk or liability assniatd with StiWercham's use of the Acquirer Services or to ensure curenL or future paymcot owed, a Provider and/or Acquirers Provider will provide sub-Mcrchant with notice of the reserve and the reams of the reserve. Provider and/or Acquirers may require. that a certain portion orsubMerchant's Card transaction premeds be held by Acquirers: n reserve fora certain period of time. or that Sub -Merchant make a lump sum payment for the rewrve Provider and/or Acquirers may change the terns of the reserve at any time by providing Sub -Merchant with notice of the new terms. Provider and/or Acquirers have the right to use Ponds otherwise owd a Sub -Merchant to desrgnald as reserves against any outstanding amounts owd to them-xi,"tvay. anti rots ati-manna, ngru:mcru. rre.i�ew.W�. ... •....�W,........ "._._,._.._ to cxererw didu rights undtt the, SubMemhant Agreemam, to collect any amormic due to them including. without limitation, rights of set-0rand recoupment Sub-Merchani agrees their it is liable for all obligations associated with its use of the Acquirer Services even after the vale se of any reserve Sub -Merchant will not be emided to a mtom al any sums remaining in reserve for up to 270 days following termination of its use of the Acquirer Services. 9 6 'TAXES & IRS REPORTING To comply with IRS 1099-K reporting requirements,cither Provider or Acquirers may be require to file a form 1099-K with the U.S. Internal Revenue Sen•ice (IRS) Provider and/or Acquirers may collect federal backup withholding upon transactionsculemen4 on behalf of the IRS, from Sub-Memhanl if Sub -Merchant does not supply its legal name, SSN or EIN, or rf it fails to respond to a request from Provider miller Acquirers to verify the same. TERM AND TERMINATION. 51 TERM 'I his Sub.Merchant Agreement shall Is.• deemed amptad acrd hindnr� upon SufvMrrchant. A:yurters,md Provider u fan ns evcruuen by Mtlr Ponies (ute'Ellectme Date") this Suh-hlcmhunt Agrctmem shall vrommenee nn the Erlimtrve Uatc land slwll cnmmue rue tour 1J) )ean.Itbe "Initrul Tor -"1. lhematlu, this SuhMcrcham Agimment stall rnrw otn-t culiv vin nnc L I ) )WI Nlo ds unless chin fatly mounts the other upon arm hundr d nghq ( I SUI din s prior written notice ( soh a Renewal l ear 1 tcollcetivoly. the' Initial Team` mid each "Renewal Term"' die "I'crni'1 Hither fait) mar terminate this Suli-Mcrclant Agreement f r any raven vii am, time by coding to the other Pan) thirty (30) da.s sirilien notice derailing such tiara"s desuc to iennmuLe HS GOVTECH CORE 5.2 TERMINATION NotwithMnding the foregoing. Acquirers may immediately cease providing Acquirer Services and/or erminate this Sub-Memhant Agreement without notice if N Sub- Mcmhmi or Provider fails to pay any amount to Acquirers when duo. (ii) in Acquirers' opinion, provision ofa service to Sub -Merchant or Provider may be a violation of the Operating Regulations or any applicable laws, (iii) Acquirers believes that Sub -Merchant has violated or is likely to violate the Operating Regulations or are laws, or (iv) Acquirers or Providers are required to do so by any of the Card Brands. Further, Provider may terminate this Sub -Merchant Agreement at any time, in Providers sale discretion, without prior notice to Sub -Merchant If this Sub -Merchant Agreement is terminated by any party hereto, the provisions of Section 4 above will continue to apply until Sub -Merchant has paid all amounts owed to Provider in respect of the Services provided by Provider prior m termination. 5.3 FAILURE OF ACQUIRER SERVICES Sub.Merchant ogres to provide Acquirers, via a communication with Provider, with written notice, specifically detailing any alleged failure of Acquirer Services, within thirty (30) days of the date on which the alleged failure or error first occurred: failure tow provide notice shall be deeme d an acceptance by Sub -Merchant and a waiver of arty and all rights to dispute such failure or caner, Acquirers shall Mar no liability and have no obligations m correct any errors resulting from Sub- merchant's failure to comply with the duties and obligations ofthe preceding actimnec. 5.4 EVENTS OF DEFAULT An "Event of Default"shall mean the occurencc or existence of one or mare of the following evenly or conditions, whatever the reason for such Even[ of Default and whether voluntary, involuntary or effected by operation of lawn. (a) Sub -Merchant fails to pay any obligation under this Sub-Merchml Agreement to Acquirers or Provider when due; (b) any representation or warranty made by Sub -Merchant under Ibis Sub -Merchant Agreement, the Sub -Merchant Application or any financial statement, certificate, report, exhibit or document required to be fumisbed by Sub -Merchant m Acquirers or Provider pursuant to this Sub -Merchant Agreement shall prove false tar misleading in any material respect as of the time when made- including any omission of in tau Dial infatuation necessary to make such representation, warranty ar satement not misleading or the failue to provide required information: (c) Sub -Merchant shall default in the performance or observance of any covenant. agreement or duty under this Sub -Merchant Agreement or any Card Brand Regulation; (d) Sub %ferchanl is no longer allowed by a Card Brand to accept such Card Brand's Cards as payment or Sub -Merchant's tome appears on a Card Brand's terminated merchant file; (c) Acquirers or Provider reasonably conclude that any criminal, fraudulent, unauthorind or suspicious activity has ocrnm:d or is imminent with respect to Sub -Merchant's aced ancc ofCards or Sub.Merchwt s performance under this Sub -Merchant Agreement; (1) there is an unexplavted marcnal change in Sub -Merchant's processed volume, avcmge ticket size or mode of sale, (g) Acquirersor Provider reasonably conclude that then exists a risk afar abromal level oFehargebaeks or [hat Sub -Merchant may net fund Fees, Third -Party Casts for which Sub -Merchant is responsible hemundcr, dispute items, or penalties as they occur, (h) Sub -Merchant has defaulted on my obligation Ibr honored money and the effect thercofmay permit the holder ofwch indebtedness to aculerew the time when repayment us due; (i) them is an adverse material change in Sub-Mcrchant's business, op<mtions, financial condition properties, assets or prospe0W, 6) one or morejudgments against Sub -Merchant for the payment of money remain undischarged, unsatisfied or unsaved fora period of fang five (45) consecutive days; (k) Sub -Merchant's lender rakes possession of Sub -Merchant's inventory: (1) a writ or warrant ormachment, gpmishment, oteeution, or similar process shall have been issued against Sub-Merelaot ar any of Sub•Mercbect-s assets. (m) a procmling shall have beat instituted with respect m Suh-Menchanl (1) seeking an order far relief or a declaration eeailing a finding that Sub -Merchant is insolvent or seeking a similar declaation or finding, or seeking dissolution. winding up, charter revocation or forfeiture, liquidation, marganztlion, arongement adjusmnent, composition or other similar relief with respect to Sub -Merchant. Sub-Mamhams asse6 or Sub-Merchani s debts under any law relating to bankruptcy. mwivcncy, mliefofdeblors or protection ofcreditom termination of legal entities or any other similar law n ow or hereafter in effector (2) seeking appointment ofa receiver, trustee cu maim. liquidator, assignee, sequertmior or other similar official for Sub.Merchant or for all or any substantial put of Sub -Merchant's assets; or (n) Sub -Merchant shall become insolvent, shall become generally unable to pay Sub-Mercbant's debts as they become due. shalt voluntarily suspend transactor of Sub - Merchant's business, shall make a general assignment for the benefit of creditors, shall inaitute a proceeding described in subsection (m)(1) above. or shall consent to any such order for mltcf, declaration, finding or relief described therein, shall institute a preceding described in subsection (mx2) above. or shell consent to arty such appointment or to the taking of possession by any such official of all or any subsantial part of Suh-Merchant's assets- shall dissolve- windup, revoke or forfeit Sub-Merchani s charter (or orhtt wnstituent dacommis) or liquidate Suh-Merchan[ or my substantial par of Sub -Merchant's assets, or shall take any action in further ce of any of the foregoing; (o) aecept a Card form unlawful Interact gambling transaction; tar (p) Sub -Merchant fails to become or remain "PCI compliant" (as required under applicable Card Brand Regulations and/or Sub -Merchant fails to certify such compliance to Provider upon request You shall notify Acquirers and Provider in writing immediately upon becoming aware of m Evers of Defoult or an event which, with the passing of time or the giving of notice, or both, would constitute, an Event of Default. 5.5 REMEDIES UPON EVENT OF DEFAULT Upon the oecturcnce of my Event of Default, Aequrrers and Provider may employ my or all of the following remedies it deems appropriate: (a) armimm, this Sub-Memhml Agreement unmedamly upon notice to Sub-Mcmhms (b) without prior notice to Sub -Merchant refuse to accept tar revoke acceptance of my sales or credit. or the electronic transmission thercof if applicable. received by Acquirers or Provider on tar at any time aMr the occurrence of any Event of Default (c) wiUaut prior notice to Sub -Merchant Acquimrsor Provider may debit Sub -Merchant's accounts in an amount equal to any amount then owed to Acquirers or Provides (d) esablish a mesatoble reserve using Sub- Merchanl's funds in Aequireri possession to cover foreseeable Fees, Third -Party Costs for which Sub-Merchml is responsible hereunder, dispute items, penalties, and Cardholder credits; (e) increase the Fees commensurate with the increased risk: M require Sub -Merchant to deposit, as cash collateral, such amounts as Acquirers or Provider may require to secure Sub -Merchant's obligations hereunder, (g) report to one or more credit reporting agencies my outstanding indebtedness to Acquirers tar Provider, or (h) ake such other action as maybe permitted by low. 56 EARLY TERMINATION For purposes of this Section 5.6. an "Early Termination" shall mean: (i) a termination of this Sub-Mcrchmt Agreement by Acquirers or Provider following an Event of Default specifi d in Section 5.4 above (ii); a temniration ofthis Sub-Merchml Agreement by Sub -Merchant for my reamri wshauocver, other than following wrinm termination notice given by Sub-Merchml pumm�t io Smlion 1.2 or Section 5; or (iii) Sub-Mcrehmt's depositor submission of my of Sub-Merchml s Card Brand branded Immactions with any entity other than Acquirers. Your payment of the monthly minimum Feesshelf not fulfill Sub -Merchant's obligation [o Provider. The pmies agree Thal the actuul damages which will result to Provider from an Early Termination me not readily ascertainable as of the effective date of this Sub -Merchant Agreement. In addition, Sub-Merchml acknowledges and agrees dal in mlimce on this Sub -Merchant Agreement and other long-term agreements, Provider will incur additional long-term costs; including without limitation. computer hardware, software, and labor. Accordingly, upon the occurrence of m Early Termination, Sub - Merchant shall pay to Provider. in addition to all =owls owed for the Services provided to Sub -Merchant pursuant to this Sub-Memhmt Agreement an amount equal to the &realer of (i) 5500.00; or pi) thirty percent (30%) oflhe average total monthly Fees paid by Sub-Mcrchmt (tar Service Fees collectd by Provider, if applicable) during the preceding six (6) months (or shorter perid ifthis Sub-Merehanl Agreement has not been in effect for six (6) months), times [he number of months. or portion thereof, remaining in the Term resulting from failure to provide timely termination notice as described in Section 5.1 ofthis Sub -Merchant Agreement The pmies intend that this Early Termination fee be in lieu of Pmvidcr's lost profits for the mmaindcr of this Sub -Merchant Agreement, but not in lieu of my other damages to which Provider might otherwise be entitled arising out of Sub-Mcrchanl's wrongful acu or omissions. 6. SUB-MERCHAN 1' WARRANTIES. Sub -Merchant mprescntsand warrants the following: (I) [hat all information submitted by Sub-Merchml to Provider and/or Acquirers relating to Sub-Merehmt Application, which is incorporated into ate Sub %Icmhmt Agreement by mirmace, to use the Acquirer Services is cored complete, and fully describes ad details dm nature, type, and scope of the business in which Sub.Merchant is engaged: (2) Thal Sub-Merchml has never been placed on the Mastercard MATCH system or the Combined Terminated Merchant File, and ifso, Merchant has disclosed Ibis to Provider adfor Acquirers; and (3) that all transactions are bona fide amt no transaction involves the use of a Card for HS GOV TECH" gItCORE any purpose other than du; pm iwc of goods or xivimo Rom Sub Mwahmt and does not involve n Cardholder obtaining cash from Sub -Merchant unless allowed by the Operating Regulations. As between Sub -Merchant and Acquirers, Sub -Merchant will be responsible for, and at its own expense, aerena rust. eganus airy- way vsa.��•a. •�, •••••W -•--••-e-- arising out of m connection with (A) arty dispute with a Cardholder or arty thud party relating to any Cant tiuruuutwn. m (DJ any breach by Sub-Mmrlian of airy obligation Sub -Merchant's sole and e,tclusive remedy for any and all claims against Acquirers arising out of or m any way nuance to me uarLsacuaru urewaryi- ,u�,ss - w termination ofthis Sub•Merchant Age -Cat. In theeveni thin Sub.Merchant has any claim arising in connection with the Acquirer Services, rights, and/or obligations &read in this Sub-Muchant Agreement Sub -Merchant shall proceed against Provider and not against Acquirers, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirers have any liability m Sub -Merchant with respect n this Sub -Merchant Agreement or the Acquirer Services. Sub -Mershon acknowledges Acquincrs are only providing this Sub -Merchant Agreement to assist in Provider's pmcotsing relationship with Sub- merchant that Acquirers aria not liable for any action or failure to act by Provider, and tPrat Acquirers shall have no liablity whatsoever in connection with any products or services provided to Sub -Merchant by Provider Acquirers' trial liability under this Sub -Meehan! Agreement for any reason will not exceed in the aggregate the amount oFS5,000- In na event will Acquirers be liable for indirect special, or consequential damages. 9. RIS('LAI.IIER OEtTARRANTIFS, THE ACQUIRER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED M THIS SUB -MERCHANT AGREEMENT, ACQUIRERS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE, TITLE AND/OR NON - INFRINGEMENT, ARISING OUT OF OR RELATED TO THIS SUB -MERCHANT AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUB -MERCHANT. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS SUB -MERCHANT AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. 10, INTFI I FI-rt'I PROPF.RT' RFSTRICTION5. All mmerials or intcllecmal property provided by Acquirers to Sub Merchant in mnnttrton with dx Acquirer Services ("Mwcriali') am owmd by Acquirers or their third. party licensers, Sub -Merchant shall not (and shall Trot permit any agent or third party) to! (a) may all or any portion army Materials; (b) decompilc, disassemble; or otherwise reverse engincer (except ro the extent expressly permitted by applicable law, notwiftta ding a centiectual obligation m the contrary) the Acquirer Services or Materials, or any portion thereof, or detemtme or attempt to determine any source code, algorithms. methods, or techniques used or embodied in the Acquirer Services or any Materials or orry portion thermf (c) modify, ton shit., or OUurwise crate any derivative works baud upon the Acquirer Services or any MaWials; (d) distribute, disclose. market rmL lease, assign, sublicense, pledge, or otherwise transfer the Acquirer Services or any Materials. in whole or in part. to any third party: or (e) remove or dtu any copyright, trademark, or other proprietary notices, legends, symbols• or labels appearing on the Acquirer Services or in any Materials IL MISCELLANEOUS. I1.1 SEVERABILITY AND WAIVER Ifany provision of this Sub-Merchaor Agreement is held invalid, illegal. void, or unenforceable by reason of myjudieial decision, all other provisionsofthis Sub -Merchant Agreement shall nevenhch- remain in full force and effect No course of dealing, delay, or failure to enforce arty provision or exercise any right under this Sub -Merchant Agreement by Acquimm shall be mounted as a waiver or woppel of such provision or right, nor shall it amend this Sub ,Merchant Agreement or aR'ect the validity of this Sub -Merchant Agrecmmt or curtail Acquirers' ability tr enforce such provision or exercise such right in the: future. All waives must be in writing and signed by Acquirers. The rights conferred upon Acquirers to this Sub-Mercttant ogre - .....-.--._... ._ _._ . _._. _. __ _ __ this Sub -Merchant Agrcunent• at lawor in equity. Rather, each right Acquirers have at lower in equity will be cumulative and comm� nmt and in addition to ever 11.3 ENTIRE AGREEMENT This Sub -Merchant Agreement Sub -Merchant Application, including the Operting Regulations and the Policies. and my amendment or supplement to this Agreement, ell of which arc incorporated into this Sub-Merehant Agreement constitutes the entire agreement between Sub -Merchant and Acquirers with mVN contained herein, and all prior or other agreements or « presentations, written or aal, arc superseded by thisSub-Mcmhant Agreement Sub -Merchant egrets into this Sub-Muchant Agreement Sub -Merchant has riot relied on any statement of Acquirers or its representatives The panes acknowledge and agree (i Mershon Agreement applies only to Curd transaction geneated within the United States; and (ii) that this is a contract for commercial services. 11 G ASSIGNABILITY This Sub -Merchant Agreement may not be assigned by Sub -Merchant, directly or by opeation of law, without the prior written consom of Acquirers and Provi Merchant Agreement shall be binding upon and inare m the benefit of the ponies hereto and their respective successors, mansNeecs, and assignees. 115 AMENDMENTS Acquirers and/or Provider may amend this Sub-Mcrchom Agreement at any time. Notwithstanding the foregoing, Provider will give Sub -Merchant net fewerI days advance notice ofany new or increased foes imposed an Sub-Memhant in connection with payment processing under this Sub -Merchant Agreement. 11.6 CONSENT TO DO BUSINESS ELECTRONICALLY, ELECTRONIC COMMUNICATION, AND NOTICES HS ECH' O CORE Sub -Merchant consents to do business electronically, which means that Sub-Menhant agrees thatall notices, instructions, or airy other communications regarding ha The panics agree that this Sub -Merchant Agreement maybe executed (a) in one or more counterparts, each of which .11 be claimed an ongmal tnm at, 0r wmc t Tog constiuRe one and the sameagreemenk and (b) by using an electronic or handwritten signatu e,.which are of equal etrttt, whether on Original or elechooie copies Bank is a party to this Sub -Merchant Agreement. Member Bank may be changed, and its rights and obligations assigned to another party liy Acquirers at arty tiro MERCHANT, ACQUIRERS AND PROVIDER HEREBY IRREVOCABLY AND UNCONDITIONALLY:(A) AGREE I HA I ANY AC UUN, bUt I Urc -L BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR OCCURRING IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, "RELATED LITIGATION') MUST BE BROUGHT IN A STATE OR H COURT OF COMPETENT JURISDICTION IN THE COUNTY AND STATE IN WHICH SUB -MERCHANT ARE LOCATED;.(9) SUBMIT TOTHE JURIST OF SUCH COURTS; (C) WAIVE ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY RELATED LITI, BROUGHT IN ANY SUCH COURT; (D) WAIVE ANY CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN INCONV FORUM, AND WAIVE ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, THAT SUCH DOES NOT HAVE JURISDICTION OVER SUB -MERCHANT OR ACQUIRERS AND PROVIDER; (E) CONSENT AND AGREE TO SERVICE OF ANY SUP MANNER PERMITTED BY LAW); AND (F) WAIVE THE RIGHT TO TRIAL BY JURY IN ANY RELAIEU LEI IUAIJUN. -tHE rt yML)NU rnrct s tN nN r RELATED LITIGATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY'S FEES, COST AND EXPENSES. AGREED AND ACCEPTED SUB -MERCHANT: \VELD COUNTY GOVERNMENT_ WONDERWARE INC. DJBJA CORE BUSINESS TECHNOLOGIES Brian Voi t BY. KEVIN D. ROSS BY; CHAIR, WELD COUNTY BOARD OF EVP P mints Riskaerations TITLE: COMMISSIONERS TITLE: AUTHORIZED AUTHORIZED SIGNATURE: SIGNATURE: DATE: 07812024 DATE: 04/25/2024 SMA-HSG.GOV vl.2 ��R / D "1,5& HS GOVTECFf ,a�►) CORE SUB -MERCHANT ACCOUNT FEE SCHEDULE SERVICE FEE PROGRAM SubMercham understands and acknowledges that Sub -Merchant has elwtcd to participate in the Gu-moult and Education Program pmvidcd by the Card Brands (the `Program"). The Program allows registered and approved merchants (approved Merchant IDs or Mills) to assess a variable service fee (a "Service Fee") pn chain debit eit credit Card transactions. Registration and pamcipalion in the Program are subject to approval by the. appiicable.Card Brands &d Sub -Macron acknowledges that Sub -Merchant may not he eligible to participate in the Progrurt If registration and Card Brand approval is obtained, SubMcn ham agrees to comply with all Program requirements. Provider may terminate,amend, modify or otherwise alter this Sub-MerchantAgne trumt, the Frogmen. nitre swnure,rum or amount of the Service Fee at any time with written notice to SubMercham. Sub -Merchant authorins and directs Acquirers to settle Ore proceeds received far Service Fees into the Provider's bank acccum. In due event Drat Sub -Merchant receives any portion of the Service Fees, Sub -Merchant agrees to promptly pay such amoaltato Provider Service Fees collected by Provider will be retained by Provider and Suh•Merchant will not he responsible for the payment ofany Fm or intercheage fen, assessmeaq and other third -parry charges charged to, dinetly or iadlrttdy Incurred, or otherwise Paid by Provider sadlor Acgairen which are attributable to Sub-Menbaal's Card lnnsactions other than penalties (collectively,"Third•Psrty Costs") with the nrepd0c, or the Fm listed below. Nothing in this Section shall be deemed to alleviate or red= pry o(Sub-Mcrchant's other obligations under the Sub-Mucchant Agreement including, but not limited to, Sub -Merchant's respormbdilies xidi regard to penalties and dispute hens and Sub•Mcmhant's obligation m pay any early termiia rte, fees, if applicable, pursuant to Section 5.6 of the SubMerchani Agreement. In the event SubMachant's customer disputes, refuses to pay and/or charges back the Service Fee amount to Provider, Sub -Merchant is responsble far collecting and paying the Service Fee and the Changeback Fee to Provider. IF EE CH G .BHtWOF Implementalion & Set Up Fee Payment Service Program $tl.UU Billed Once PO Level 1 Service Fee Payment Service Program $0A0 Billed Monthly motion Fee Payment Service Program $0A0 Billed Monthly �qpp Visa 3.49% Billed to the Payer in Real -Time Mastercard 3.49% Billed to the Payer in Real -Time Service Fee Priung Discover 3.49% Billed to the Payer in Real -Time American Express 3.49% Billed to the Payer in Real -Time Chargeback Fee All Cards $15.00 Billed Monthly & Per t-hargebaa Retrieval Fee All Cards $15.00 Billed Monthly & Per Retrieval AQI Service Fee Pricing All ACH Transact(ons 55.00 Billed to [he Payer in Real -Time The Service fast sa forth above will met be ckangedfar the /rued Term ofdle Sob -Merchant Services Agreemem ucept (4 as ma wally agreed m in wrfdng between CORE ai dSub-Mercham or rd) ff CORE dwradnes, d fu sole Caere&", to u Wfy tire fern car a real! J Bongo in cardbroad Imerelrange, does. asresmm�sr, orbeelhower sprocessingfen ornewfeer imposed by a ddidparq, and to the Went my eftha ofonmendanrdappftatoSab•MeMhaais usage ofServimCOREognatoprowdeSab- Merrham rash written notffimNon of pricing change d feat 30 d%s prforto changes raAbrg p re c� CORE HS GOV TECH' SPECIAL PROVISIONS FOR ACH ADDENDUM This SPECIAL PROVISIONS FOR ACH ADDENDUM (this "Addendum") Is made a part of the terms and conditions of the SUB -MERCHANT SERVICI AGREEMENT between County of Weld I ("Customee) and Wonderware Inc. d/b/a CORE Business Technologies ("CORE' dated 9B (the °Sub -Merchant Agreement°), and applies to ACH Payment acceptance (capitalized terms herein not defined elsewhere in the Sub -Merchant Agreement shall have the meanings assigned in the ACH Rules). With respect to participation in an ACH Payment program, in the ever of a conflict between the terms of this Addendum and other terms of the Sub -Merchant Agreement, the terms below shall control. SERVICES: CORE agrees to provide the services selected by Merchant on the front side hereof. All such services shall be provided by CORE in accordance with laws applicable to the services and subject to the terms and conditions of this Agreement. UNITED STATES LAWS AND REGULATIONS: Merchant acknowledges that it will not generate transactions that violate the laws or regulations of thi United States. This includes, but is not limited to; sanction laws administered by the Office of Foreign, Assets Control (OFAC). It shall be the responsibility of Company to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC or from the OFAC's home page site at www.ustreas.rov/ofac.). All references to "transactions" in this Agreemer shall be deemed to refer to ACH transactions, which are defined as electronic payment transactions originated by Merchant and processed through thi ACH Network in the Federal Reserve System. REQUIREMENTS FOR ACH ITEMS: Without limiting the generality of the foregoing: (i) you agree to comply with and be bound by the rules of the National Automated Clearing House Association ("NACHA") in effect from time to time with respect to all automated clearing house ("ACH") transactioi conducted In conjunction with the Service ("ACH Rules") Checks that may not be converted into ACH entries: • Corporate or Business checks (except for WEB) • Third -party checks, ,....a, .., nu ,cyuii c u m, a is ouu ie, icauei i t i) ue ii a wminy (e) ue �eauny is ,,,, ame as an H aeon aum.nzanen, (J) aeany an0 cOnsp,cueusly = its terms, and (4) must (for recurring payments only) provide the Customer with a method to revoke their authorization by notifying the Merchant in the �,�y ,00N�� e�e �� a �o �e�ecue� �, eye one eperauun ui me naiuware useu to capture me eecrronic image or the paper cnecxs using the services, Including the quality of the scanned check image results generated from the hardware. Hardware utilized must be certified for use with the services in order to be deemed compatible with the services. SETTLEMENT In the event that CORE' or the CORE processing partner's ODFI is acting as the ODFI for Merchant, the following provisions shall apply: Merchant shall immediately reimburse CORE, as applicable, for any shortfalls that occur due to non-sufcient funds in the settlement account. CORE reserves the right to delay the availability of funds for deposit without prior written notices to Merchant if in its sole discretion CORE deems Itself at financial or relative risk for any and all services performed under this Agreement. Merchant hereby acknowledges and agrees that CORE shall have a right of setoff against any and all fees, returns and refunds owed CORE or its processing partner by Merchant under this Agreement. " WEB SALES PROCEDURES: WEB ENTRY: A WEB entry is defined as an ACH debit entry to a Customer Account (personal DDA number) initiated by the customer to a Merchant - Business, via the Internet, for goods or services provided by said merchant. AUTHORIZATION REQUIREMENTS FOR WEB ACH ITEMS Merchants originating WEB entries being submitted into the ACH Network for electronic settlement must obtain the customer's authorization prior to initiating a debit entry under this application. The NACHA Operating Rules require that the authorization (1) be in a writing that is signed or similarly authenticated by the Customer, (2) be readily identifiable as an ACH debit authorization, (3) clearly and conspicuously state its terms, and (4) must (for recuring payments only) provide the Customer with a method to revoke their authorization by notifying the Merchant in the manner prescribed. The Merchant should prompt the customer to print the authorization and retain a copy. The Merchant must be able to provide the customer with a hard copy of the authorization if requested to do so. Only the customer may authorize the WEB transaction, and not a Third -Party Service Provider on behalf of the customer. The NACHA Operating Rules include the use of a digital signature or code to similarly authenticate a written authorization. This does not exclude other methods of similarly authenticating an authorization, such as shared secret passwords, biometrics, etc. HSGO ECH' f{t' CORE "WEB" CHECK CONVERSION OBLIGATIONS: Merchant agrees to comply with all NACHA Operating Rules (the "Rulesl.'Th�a Rules are Merchant agrees to comply with all NACHA Operating Rules (the "Rules'). The Rules are incorporated herein by reference. Merchant agrees to obtain the customer's explicit authorization prior to initiating a debit entry to a customers account. Merchant need not provide the customer with a written Merchant using a voice response unit (VRU) to capture a customer's authorization for a TEL entry must understand that key -entry responses by the customer to input data and to respond to questions does not qualify as an oral authorization. A VRU may be used by the customer to key enter data and to respond to questions, provided that the actual authorization by the customer is provided orally. A Merchant that chooses the option to provide the customer with written notice confirming the customers oral authorization must disclose to the customer during the telephone call the method by which such notice will be provided. The written notice must include, at a minimum, the six pieces of information required to be disclosed during the telephone call, as described above. Merchant understands that the term 'provide' is Intended to mean that the merchant has utilized a medium such as US mail, fax, or other mall delivery, to send the written notice to the customer. Disclosure in electronic form, including e-mail, can be used however; state and or federal laws may require customer consent before using electronic notices/disclosures. The term "provide" does not imply receipt of such notice by the customer. Merchant also understands that when written notice is used to confirm the authorization, the customer must be afforded the right to contact the Merchant, using the telephone number provide, to correct any erroneous information contained within the notice. In order to minimize the risk of entry errors, Merchant agrees to use a commercially reasonable system, technology, practice, or procedure to verify, (A) that the routing numbers are valid, and (B) the identity of the customer. Merchant agrees and acknowledges that it will assist in resolving all customer disputes in a timely manner, and will allow CORE to refer inquiring Financial Institutions directly to Merchant, or to Merchant's supporting vendors, for Information regarding the nature and conditions of each transaction initialed to the customers account. POP SALES PROCEDURES POP ENTRY: A POP entry is defined as a Single -Entry ACH debit entry to a Customer Account (personal DDA number) initialed directly to a Merchant - Business, for goods or services provided by said merchant, and purchased in person. Written authorization (signed sales receipt) by customer must be kept and retained by merchant for two years, as evidence and understanding of the nature of the POP transaction. CHECK VERIFICATION: Each check tendered at the point of sale will be processed through CORE's national positive and negative database to help Merchant decide whether to acceptor decline the customers check. Merchant agrees to use the check verification service solely for legitimate Merchant business purposes at Merchant's business location(s) In connection with the presentment of customers' checks for the purchase of goods or' services from Merchant. POINT OF SALES PROCEDURES: Merchant agrees that in order for check data provided at the point of sale to be accurately compared with the CORE database, Merchant must use a properly programmed and functioning check reader. As a result of information obtained through CORE, Merchant shall immediately advise the customer whose check was declined, via a CORE referral card and/or copy of the printed receipt. Customer inquiries concerning the reasons for decline and requests for assistance to correct the problem shall be directed to the reporting agency that communicated the fact that the customers check should be declined (i.e., not CORE). CHECK CONVERSION OBLIGATIONS: Merchant agrees to comply with all NACHA Operating Rules (the "Rules'. The Rules are incorporated herein by reference. Merchant agrees to obtain a written authorization from each customer prior to transmitting a paint -of -purchase entry to the customers account. The authorization shall conform to the requirements of the Rules which require that the authorization (1) be in writing and signed or similarly authenticated by the customer using a digital signature or other code, (2) be readily identifiable as an EFT debit authorization, and (3) clearly and conspicuously state its terms. Merchant shall provide the customer with a copy of the authorization at the time the authorization is obtained and shall retain a copy of such authorization for a period of two (2) years following the date the authorization is signed. Merchant shall provide to the customer a copy of his authorization, along with a receipt containing specific Information relating to the transaction. Merchant shall not accept a check from a ACH Addendum HSG vl.2 HS GOVTECH' ppp'�� CO RE customer as a source document for point -of -purchase entries unless the check is drawn on a customer account, has a pre-prlrlta serial number, has not been previously voided, and has not been previously negotiated by the customer. Merchant shall provide each customer with a transaction receipt at the time and place of purchase. The receipt shall contain, at a minimum, the following information regarding each debit entry to be initiated to the customer's account: (a) Merchant's name; (b) Merchant's telephone number; (c) the date of the transaction; (d) the amount of the transaction; (e) the check serial number captured from the source document; and (f) the Merchant number or other unique number that identifies the location of the transaction. Merchant shall void the check presented to Merchant by the customer in connection with each point -of -purchase transaction (i.e., the check that has been used as the source document for information relating to the transaction), and return It to the customer. Merchant will return the check to the customer voided after use by the Merchant to obtain the customer's routing number, account number and check serial number for the initiation of the point -of -purchase entry. Merchant agrees to verify that the check presented by the customer has not been provided by the customer for use in any prior point -of -purchase entry. ARC SALES PROCEDURES: ARC ENTRY: An ARC entry is a Single -Entry debit initiated by a Merchant -Business for the conversion of a customer check received via the US mail or at a drop box location for the payment of goods or services provided by said merchant. AUTHORIZATION REQUIREMENTS FOR ARC ACH ITEMS: Merchants originating ARC entries being submitted into the ACH Network for electronic settlement must follow and adhere to the terms and conditions of this Agreement. The ARC entry is a single entry debit to a customer's account, initialed by a merchant for payment of purchases made, where the customer mailed a check (used as a source document) to the merchant via the U.S. mail or by placing the check in a drop box. The Merchant is required to use a reading device to capture the MICR line (routing number, account number, and check serial number) of the source document (check) but may key enter the amount of the transaction. This application requires the Merchant to provide, prior to the receipt of each check, notice to the customer that receipt of his check will be authorization for the check to be used as a source document for an ACH debit transaction to the check writers account at his financial institution. ARC CHECK CONVERSION OBLIGATIONS: Merchant agrees to comply with all NACHA Operating Rules (the "Rules"). The Rules are incorporated herein by reference. Merchant agrees to retain, or have retained on their behalf by an outside vendor, an image, microfilm, or other copy of the front of the customer's source document for a period of two years from the Settlement Date of the entry. The original source document to which the ARC entry relates must be destroyed by the Merchant within fourteen (14) days of the Settlement Date of the Entry. This requirement is to protect against the risk that, by error, the source document might subsequently be entered Into the check processing system for payment as a check. Merchant agrees to notify the customer each time a bill is mailed that receipt of the customer's check will be deemed to be the customers authorization strictly comply with all guidelines and rules established by CORE regarding the quality of data submitted to CORE, input schedules and deadlines and all CORE agrees to indemnify Merchant from losses on bad check returns for checks that were accepted through our electronic check conversion services. Merchant agrees to accept checks for the sale of goods or services only, and not for cash advances or cash back transactions. Checks to be covered must meet criteria (See Check Verification & Conversion Obligations) for electronic check acceptance, which means that the check is received from the customer at the point of sale. The check writers valid drivers license/photo ID must (a) Must be presented to verify the signature on the check & receipt (b) Must be keyed into the terminal to compare against the database and receive an authorization approval The printed receipt must be signed by the customer to authorize the electronic collection of the check. Checks excluded from the check guarantee program include, but are not limited to: • Third Party Checks, credit card convenience checks, travelers checks • Blank Checks, Checks made out to "Cash", or where cash was disbursed; i.e. all checks must be made out to your business name as the Payee • Checks without preprinted customer name and street address • Checks without a current phone number of the check writer • Checks where the signature on the check does not match the preprinted name on the face of the check • The merchant has made a repeated attempt to process a check after a "Decline "response • All "Warning —Manager Needed" messages which are overridden by the merchant. I.E. checks exceeding the dollar limits agreed upon between CORE and the merchant while executing the agreement for the check guarantee program. • Checks returned due to merchant fraud or lack of due care when... Check processed electronically AND paper check deposited Check processed electronically without the signed authorization of the customer • Customer Disputes: Reg E claim and/or any Stop Payment of Item Merchant agrees that once enrolled they will receive NO DIRECT PAYMENTS from the check writer on outstanding items and shall direct the check writer to CORE. Merchant will allow its returned items to be sent directly to CORE for processing. Merchant agrees all approved checks assigned under this agreement shall become the property of CORE. HS Gi TECH" SCORE ADDITIONAL ITEMS AGGREGATE LIMITS: In our discretion we may limit the aggregate dollar amount of your Entries for which final settlement is pending at any given time ("Aggregate Limits'). We will advise you when you enroll in the Service of your Aggregate Limits, and you agree not to exceed them. We may, in our sole discretion, suspend the processing of, any Entries that exceed the Aggregate Limits, and will have no liability to you or any other party for doing so. You agree to indemnify and hold us harmless from any claims arising out of or relating to our inability to process Entries that exceed the Aggregate Limits. We will periodically review your Aggregate Limits and may, in our sole discretion, change them at any time. We will notify you of changes. At our request from lime to time, you agree to provide to us such information as we may reasonably require regarding your financial status, Including, without limitation, copies of your most recent financial statements. NO LIABILITY FOR LOSSES: Merchant enrolled in CORE's Program, as Indicated on the front section of this form, agrees and understands that CORE is not guaranteeing or insuring any customer transactions. CORE has no liability for any losses the Merchant may Incur as the result of a customer transaction that has been authorized by the Merchant using CORE's service. CORE is not guaranteeing or insuring against bad -check losses. CORE will not be liable to Merchant, customers or any third party for any failure, error or delay in performance. In no event will CORE be liable for incidental, special or consequential damages incurred by Merchant or any other person or entity.Merchant shall be solely liable and responsible for all damages, losses, expenses and claims arising from any of the following: (i) Duplication of images of deposited checks using the services; (ii) Alteration of scanned images of deposited checks; (iii) Inaccurate or incomplete data captured from the deposited checks; (iv) Deposit of checks on accounts with insufficient funds, counterfeit checks, fraudulent checks, or checks bearing unauthorized or forged endorsements; (v) Acts of fraud, negligence or willful misconduct committed by employees, agents or subcontractors of Merchant in depositing checks using the services; (vi) Hardware failure or use of scanner hardware not certified by CORE; or (vi) Failure to properly store or destroy original checks once the scanned image has been captured. CUSTOMER INQUIRY ASSISTANCE: Merchant agrees to provide to CORE, or other requesting Financial Institutions or Government Agencies, all supporting documents or materials (as required by merchant to keep as prior reference within this Agreement) being held in connection to customer transactions generated under the terms of this agreement. Merchant further agrees to provide said records within 5 days of being notified by CORE or other Institution. Merchant will supply records in the manner that will provide the fastest and clearest copy. This could be but is not limited to the following: Fax, Email, or some other expedited postal -package delivery (i.e. USPS, FedEx or UPS); All expenses related to providing these items will be the merchant's responsibility. Merchant agrees to take additional reasonable efforts to provide information supporting the transactions involving their customer which the accuracy or question of its validity is being questioned. ASSISTANCE IN REMEDYING ERRORS OR CUSTOMER ISSUES: In the event an error or apparent error exists in the CORE data which has been supplied to Merchant, Merchant agrees to fully cooperate with CORE and its third -party service providers in an effort to clarify and if necessary rectify the accuracy of the data in question. TERM & TERMINATION: This Agreement will be effective as of the date it is accepted by CORE and will continue in effect fora term of four (4) years following such date (the "Initial Term'), unless earlier terminated as provided for below. Fallowing the Initial Tenn, this Agreement will automatically renew for additional one year renewal terms (each, a "Renewal Term" and collectively with the Initial Tern, the "Term"), unless earlier terminated as provided for below. If either party desires not to renew the Agreement at the end of the Term, such party must provide written notice to the other parties of its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the Term or Term, as applicable. Either party reserves the right to terminate this agreement with 30 days written notice to the other party. Additionally, CORE may immediately discontinue providing check processing to Merchant in the event Merchant fails to comply vrith or otherwise breaches the terms of this Agreement. In the event Merchant has transaction returns that exceed 8 % of their monthly volume, CORE may, at its option, terminate this Agreement. In the event Merchant stops conducting business in the normal course, becomes insolvent, or becomes subject to proceedings under the Federal Bankruptcy Act. CORE may, at its option, immediately terminate this Agreement. In the event Merchant provides written notice to cancel, or verbal notice to cancel CORE services and Merchant continues to utilize CORE services, Merchant will continue to be charged for transaction activity. INDEMNIFICATION: To the extent permitted by law, Merchant shall indemniy and hold harmless CORE, their agents and employees against and from all actions, suits, losses, liabilities, damages, costs, and expenses, including court costs and attorneys' fees, relating to or arising from any and all claims asserted against CORE due to negligence or misuse by Merchant in its use of CORE services. PRICING: Merchant agrees to pay CORE, according to the "Fee Schedule" set forth herein and pursuant to CORE's usual fee schedule for any other services, CORE's fees for services performed under this Agreement. CORE reserves the right to change the service or the service fees with 30 days written notice to Merchant. Further, merchant agrees to pay CORE for any fees, fines, or penalties that result, or could result, from violations or sanctions assessed or levied by the NACHA Organization due to merchant not following these stated rules or from any improper compliance of these rules by merchant. REPRESENTATIONS: Merchant represents and warrants with respect to all entries we process for you that: (a) EACH Customer has authorized the debiting and/or crediting of his, her, or its account and also for the collection of any returned check or transaction check fees, (b) EACH entry is for an amount agreed to by the Customer, (c) EACH entry is in accordance with the rules and properly authorized in all other respects. Merchant agrees to defend, indemniy, and hold Processor and all its agents harmless for any losses, liabilities, legal action costs or expenses we incur as a result of any breach of these representations and warranties either Intentionally or unintentionally by Merchant. Merchant shall cease initiating Entries immediately upon receiving actual or constructive notice of the termination or revocation by the Receiver of authority. Merchant may use Processors system to block accounts from being processed, but processor bares not responsibility in the event that processors system fails to filler blocked transactions on behalf of Merchant. THIRD PARTY PROCESSING SERVICES: CORE third party processing services partners are providing some of the services specified in this Agreement, and as a result, these third party services partners shall be an intended third party beneficiary of this Agreement between CORE and Merchant. Each third party services partner shall have the right to enforce directly against Merchant, the terms of this Agreement which relate to the provision of the third party services partner's processing services to Merchant and the ownership and protection of the intellectual property rights of the third party services partner and Its licensors in and to its processing services. Merchant acknowledges that the third party services partners shall have no responsibility or liability with regard to Reseller's obligations to Merchant under this Agreement. The third party processor used to provide this service is: Transaction Technologies LLC GOVERNING LAW AND VENUE: THIS SUB -MERCHANT AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH SUB - MERCHANT IS LOCATED. ACH Addendum HSG v1.2 HS GOVTEctt f?CORE ENTIRE AGREEMENT: This Agreement makes up the entire agreement between the parties concerning CORE's ACH services. If any provision of this Agreement is deemed unenforceable, the remaining provisions shall remain enforceable. If there is more then one Merchant named an the Processing Agreement each and every so named Merchant is bound by the signing thereof. Merchant acknowledges that they have read and understands the Terms and Conditions of this Agreement, Including the provisions contained on all pages hereof, and the Information provided is accurate. Customer and CORE ha►eentered into this Addendum as of Customer. county of \onderware toe.d/b/a CORE Business Terheologies Name D oss Name: Chris Lewis Title:. chat,Boardof Weld County Commissioners Tit hief O cretin Offi er ATres•r. fah CI to the Bo By Deputy Cierk to the Hoard ®np�oR' ACH Addendum HSG v1.2 Zozy-o�3� Contract Form Entity Information Entity Name* Entity ID* HS GOVTECH USA INC @00047285 Contract Name* Contract ID Parent Contract ID HEALTH SPACES SUB -MERCHANT APPLICATION 7841 Contract Status Contract Lead * Requires Board Approval CTB REVIEW CDOVIDIO YES Contract Lead Email Department Project # cdovidio@weldgov.com;c pattell i@weldgov.com Contract Description* N 2023 THE HEALTH DEPARTMENT BEGAN A PROJECT TO REPLACE ENVISIONS CONNECT WITH THE HS GOV TECH HEALTH PACES APPLICATION. TO RECEIVE CREDIT CARD PAYMENTS WITH THE NEW APPLICATION THE COUNT NEEDS TO SIGN A CORE SUB -MERCHANT APPLICATION. Contract Type * Department Requested BOCC Agenda Due Date APPLICATION ACCOUNTING Date* 02/17/2024 02/21/2024 Amount* Department Email $0.00 CM- Willa work session with BOCC be required?* Renewable Accounting@weldgov.com NO YES Department Head Email Does Contract require Purchasing Dept. to be Automatic Renewal CM -Accounting- included? YES DeptHead@weldgov.com NO County Attorney Grant GENERAL COUNTY ATTORNEY EMAIL IGA County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Review Date* Renewal Date* 11/01/2025 01/01/2026 Termination Notice Period Committed Delivery Date Expiration Date Contact Information Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date Approval Process Department Head Finance Approver Legal Counsel CHRIS D'OVIDIO CHRIS D'OVIDIO BRUCE BARKER DH Approved Date Finance Approved Date Legal Counsel Approved Date 02/15/2024 02/15/2024 02/16/2024 Final Approva BOCC Approved Tyler Ref # AG 022124 BOCC Signed Date Originator CDOVIDIO BOCC Agenda Date 02/21/2024 RESOLUTION RE: APPROVE SUB -MERCHANT APPLICATION, SERVICES AGREEMENT, AND ADDENDUM FOR HS GOVTECH SOLUTIONS HEALTHSPACE SYSTEM, AND AUTHORIZE CHAIR TO SIGN - WONDERWARE, INC., DBA CORE BUSINESS TECHNOLOGIES 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 Sub -Merchant Application, Services Agreement, and Addendum for the HS GovTech Solutions HealthSpace System between 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 Wonderware, Inc., dba CORE Business Technologies, commencing upon full execution of signatures, with further terms and conditions being as stated in said application, agreement, and addendum, and WHEREAS, after review, the Board deems it advisable to approve said application, agreement, and addendum, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Sub -Merchant Application, Services Agreement, and Addendum for the HS GovTech Solutions HealthSpace System between 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 Wonderware, Inc., dba CORE Business Technologies, be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said application, agreement, and addendum. C. ctCT(cP(cb) 14L(us) 2024-0436 O6 1 o312�f AC0023 HL0057 SUB -MERCHANT APPLICATION, SERVICES AGREEMENT, AND ADDENDUM FOR HS GOVTECH SOLUTIONS HEALTHSPACE SYSTEM - WONDERWARE, INC., DBA CORE BUSINESS TECHNOLOGIES PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of February, A.D., 2024. ATTEST: Weld County Clerk to the Board B: '- Deputy Clerk to the Board FORM County Atney Date of signature: Z/2n 7J4 BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CO Ke ' . Ross, Chair erry L. B k, Pro-Tem EXCUSED Mike Freeman Scot K. James Saine 2024-0436 AC0023 HL0057 BOARD OF COUNTY COMMISSIONERS PASS AROUND REVIEW PASS -AROUND TITLE: HS Gov Tech (Healthspaces) Sub -Merchant Application. DEPARTMENT: Accounting/Health Department DATE: February 12, 2024 PERSON REQUESTING: Chris D'Ovidio, Dan Joseph Brief description of the problem/issue: In 2023 the Health Department began a project to replace Envisions Connect with the HS Gov Tech Healthspaces application. To receive credit card payments with the new application the count needs to sign a CORE Sub -Merchant application. The attached application has been completed by the accounting department and the terms and conditions reviewed and approved by the county attorney. What options exist for the Board? Sign the Sub -Merchant application to allow the health department to receive credit card payments through the Healthspaces application. Recommendation: Recommend sinning the CORE application. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman fC F- Scott K. James V _ Kevin D. Ross, Chair Y it, Ed," Lori Saine a L ZIZI 2024-0436 �A X0051 Ccb23 V...1. Ce.rrl From: Kevin Ross Sent: Monday, February 12, 2024 12:53 PM To: Karla Ford; Scott James; Lori Saine Subject: Re: Please Reply - Weld Application for Merchant ID Creation with CORE Approve Kevin Ross From: Karla Ford <kford@weld.gov> Sent: Monday, February 12, 2024 12:26:18 PM To: Kevin Ross <kros5 @weld.gov>; Scott James <sjames@weld.gov>; Lori Saine <Isaine@weld.gov> Subject: Please Reply - Weld Application for Merchant ID Creation with CORE Please advise if you support recommendation and to have department place on the agenda. Karla Ford Office Manager, Board oWeld County 1150 O Street, P.O. Box 758, Greeley, :: 970.336-7204 :: kford weld ody v.con **Please note my working hours are Commissioners Colorado 80632 i :: www.weldqov.com :: Monday -Thursday 7:00a.m.-5:OOp.m.** Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain informatron that is privileged, confidential or otherwise protected from disclosure.1 d socributie received thed this hing of any action nin concerningplease the contents of immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 Karla Ford From: Sent: To: Subject: Importance: Yes, approve, thanks! Scott James Monday, February 12, 2024 7:03 PM Karla Ford Re: Please Reply - PA for Routing Healthspaces Sub Merchant application High Scott K. James Weld County Commissioner, District 2 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 970.336.7204 (Office) 970.381.7496 (Cell) Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. On Feb 12, 2024, at 6:01 PM, Karla Ford <kford@weld.gov> wrote: Please advise if you support recommendation and to have department place on the agenda. Karla Ford It Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kfordCa)weldgov.com :: www.weldgov.com :: ""Please note my working hours are Monday -Thursday 7:00a.m. 5:00p.m."" <image002,jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure, If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Chris D'Ovidio <cdovidio(@weld.gov> Sent: Monday, February 12, 2024 3:56 PM To: Karla Ford <kford@weld.Rov> i 1l�.1m Cnrr1 From: Lori Saine Sent: Tuesday, February 13, 2024 2:12 PM To: Karla Ford Subject: RE: Please Reply - PA for Routing Healthspaces Sub Merchant application yes Lori Saine Weld County Commissioner, District 3 1150 O Street PO Box 758 Greeley CO 80632 Phone: 970-400-4205 Fax: 970-336-7233 Email: Isaine weld oov.com Website: www.co.weld.co.us In God We Trust Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy ;he communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Karla Ford <kford@weld.gov> Sent: Monday, February 12, 2024 4:02 PM To: Scott James <sjames@weld.gov>; Lori Saine <Isaine@weld.gov> Subject: Please Reply - PA for Routing Healthspaces Sub Merchant application Importance: High Please advise if you support recommendation and to have department place on the agenda. Karla Ford ;a, Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 11 HS GOVTECH CORE 950 Warren Avenue, 4th Floor, East Providence, RI 02914 1 866.567.2673 SUB -MERCHANT APPLICATION & AGREEMENT (for Government Entities) Corporate/ Legal Name: County Of Weld Federal Tax ID Number: 84-6000813 Location Address: 1150 O Street Mailing Address: P.O. Box 758 City: Greeley State: CO Zip: 80631 City: Greeley State: CO Zip: 80632 Business Phone #: 970-400-4000 Fax #: Website Address: weld.gov TYPE OF BUSINESS: Government CHAIN MERCHANT ❑ YES ❑ NO BUSINESS ESTABLISHMENT DATE: 1860 BUSINESS LICENSE #: CURRENT PROCESSOR: POS DEBIT: O NO ❑ YES NETWORK: Company: Phone: Company: Phone: Legal Name: Main Contact: Title: (Z) Star MAC (W) Star East (Q) Star West ((3) Interlink (8) Maestro (K) E8T Contact: Payment Terms: Contact: Payment Terms: Location No: Sub -Merchant Number: Sales Reo: Date: Bank Chain: DBA: Weld County Department of Public Health and Environment Statement DBA (20 Chr.): SIC: Location Address: 1555 Northl7th Avenue City: Greeley ST: CO Zip: 80631 Mailing Address: City: ST: Zip: Customer Service Phone Number: Phone #: Fax #: Main Contact: Dan Joseph Title: Division Director Email: Dan Joseph Avg Ticket: $385.00 Max: $1,100.00 Monthly Vol: $5,000 Swipe % Keyed % MOTO % Internet Products or Services Offered (be specific): licensing of retail food establishments, childcare, body art, etc. Additional related fees (plan review, etc.) Terminal / Payment Application: Version: Sub -Merchant Use Independent Servicer (store, maintain, or transmits cardholder data)? (if yes, provide the following) Servicer! Payment App. Manufacturer: Phone: American Express (10 Digits): American Express Annual Volume: IX By checking this box, Sub -Merchant opts out of accepting American Express. Merchant Type: Building Type: Landlord: Fulfillment Co. Area Zoned: This Location is Open for Business: ® Yes ❑ No Square Footage: Merchant: Contact: Phone: Contact: Phone: Inspected By: _ Date: SMA-HSG-GOV v 1.2 �f / J / HIS GOVTECH Sell To: Business: % Public: Marketing: Orders Processed by: Cards Processed by: When Is the cardholder Charged? How marry days to fulfill order? Shipped by: Products Shipped by: Delivery Receipt Requested? Corn ete HProcossin Less Than 70 % Card Present % Does the Sub -Merchant Own Producttlnventory7 Are Products Stored at the Business Location? It No, Where? If Processing Internet Transactions (Please C Internet transactions encrypted try SSL or Bstter7 Digital Certificate Utilized? Certificate Number: Certificate Issuer: URL: e! CORE Etp Date: This area should also be completed for Additional locations If DDA is different from main location. Please Include a Voided Check. If this Is a "Deposit Only" account, then a letter from the Financial Institution verifying Transit and Routing Number and DDAe is required. Account Type: ACH Deposit RoutingLTransit a ACH Deposit Account Number Bank Name: C K Wells Fargo Bank NA Account Type: ACH Fees Routing/Transit a ACH Fees Account Number Contact: Phone: C K Renee Fielder 970.400-3257 Sub -Merchant hereby authorizes Acquirers and Provider to Initiate credit and/or debit entries for amounts originating under the Sub -Merchant Agreement (via ACH or otherwisel Including any reversals or adjustments on original entries to the Sub -Merchant's Bank Account (as defined In the SubaUerchant Agreement). NOTE: Attach Voided Check or Bank Letter THIS SUB -MERCHANT APPLICATION IS ACCEPTED UPON THE SIGNING BY CORE BUSINESS TECHNOLOGIES CORE Business Tech ogles ("CORE") Accepted By: � 04/25/2024 950 Warren Ave, 41° Floor Date Ease Providence, RI 02914 SMA-CSC-GOV-2022-O1 HSG CH *CORE SUB -MERCHANT SIGNATURE AUTHORIZATION Name of Entity: County Of Weld The undersigned certifies and agrees to as follows: 1. The undersigned and any of the persons identified below an; duy authorized to sign this Sub -Merchant Services Agreement and bind the entity indicated above to IL If any official indicated below resigns or is replaced, that official's successor(s) In office shelf be deemed to have signed this oeftiMxtton and fhe Sub -Merchant Services Agreement. These persons also have the authority to perform the dudes and functions defined In Z 3 and 4 below. 2. The persons listed below are duty authorized to act for and on behalf of the entity Indicated above in any manner relating to this Merchant Processing Agreement and any additional merchant location forms. 3. Both CORE and WbrtdPay may rely on the authority granted in this certification and the undersigned official represents and warrants that this certification shall remain in full force and effect until revoked upon written notice to CORE. 4. The following are the names, titles and genuine signatures of the persons authorized by this certifiication to perform ongoing organizational processes and updates: TITLE PRINT NAME SIGNATURE I have subscribed my name as the official Indicated above as of (date) Signature: Print Name: Title. TITLE PRINT NAME SIGNATURE 7i1 kn I1g1 Jury Z Os'i air �wa►.+eae. Motet 13w — MERCHANT INQUIRY: Has SubaNreharmt or Principals ewr been 6errrminated from aceepdng payniarmt cards fiom any peymeM network Tor thN business or any other businassa4 ❑ NO D YES utyes, puaseeonlun) Has SuMlsreharrt war Ipad BusGmess 8enkruotwt O NO ❑ YES (Ayes, nuamesouni How Many Charpebar:ks last Yaar7 ToW AmoultC f PNassMarkallCardTypesAccepted ¶nvaiwmfo eesetas.aesgtohaeccHAppeseuuyaesedroOtpestliasHA ® Debit Cans: wblc (consumer signature canoe l ail rno aeuad cards l PIN debit cads) ® Other Grde: Va1CID18GAMEX (business r ode ! debit, canaisrer ered t, a al foreign iseustl cantle) SMA-HSG-GOV-2022-01 �J �� D- HS GOVTECH CORE SUB -MERCHANT SERVICES AGREEMENT BANK DISCLOSURE Member Bank Information: Member Bank, Fifth Third Bank, located in Cincinnati, OH, is responsible for the credit and debit card processing services provided hereunder. Important Member Bank Responsibilities: 1. Member Bank, and not Provider, is the entity approved to extend acceptance of Card Brand products directly to you. 2. Member Bank must be a principal (signer) to this Agreement. 3. Subject to this Agreement, Member Bank is responsible for and must provide settlement funds to you. 4. Member Bank is responsible for all funds held in reserve. 5. Member Bank is responsible for educating you on pertinent Operating Regulations with which you must comply; but this information may be provided to you by Provider. Important Merchant Responsibilities: 1. Ensure compliance with cardholder data security and storage requirements. 2. Maintain fraud and chargebacks below Card Brand thresholds. 3. Review and understand the terms of this Agreement. 4. Comply with appl icable Operating Regulations. 5. Retain a signed copy ofthis Disclosure Page. Merchant Resources (a) You may download "Visa Regulations" from Visa's website at: http.//usa visa.com/merchants/opprations/op reeulations.html (b) You may download "Mastercard Rules" from Mastercard's website at: b—q://www mastercard.com/us/merchant/suMrt/rules.html (c) You may download "Discover Network Rules" from Discover's website at: b—q://www.discovemetwork.com/merchants/ (d) You may download "American Express Merchant Operating Guide" from American Express' website at: hM://www.amcricanexpress.com/merchw opeuide The responsibilities listed above do not replace the terms ofthe Sub -Merchant Agreement and are provided to ensure you understand some important obligations of each party and that the Member Bank is the ultimate authority should you experience any problems. Sub -Merchant Name: WELD COUNTY GOVERNMENT Address: 1150 O STREET. GREELEY. COLORADDO 80631 Authorized Signature: �� ✓ . Name: KEVIN D. ROSS Title: CHAIR WELD COUNTY BOARD OF COMMISSIONERS Date: 02/21/2024 SMA-HSG-GOVv1.2 n„,,/ o4 a HS GOVTECH- INTRODUCTION ( CORE This SUB -MERCHANT SERVICES AGREEMENT (this "Sub -Merchant Agreement") governs the payment processing and other related services (the "Acquirer Services") provided by Worldpay, LLC ("Worldpay') and its designated Member Bank (collectively, "Acquirers") to you ("Sub -Merchant") pursuant to this Sub -Merchant Agreement. The Acquirer Services are being provided in conjunction with the Sub -Merchant Agreement entered into between Sub -Merchant and Wonderware Inc. d/b/a CORE Business Technologies ("Provider"). In consideration of Sub -Merchant's receipt of credit or debit card ("Card") funded payments, and participation in programs affiliated with Mastercard International Inc. ("Mastercard"), VISA U.S.A. Inc. ("VISA"), Discover ("Discover"), American Express Travel Related Services Company, Inc. ("American Express"), and certain similar entities (collectively, "Card Brands"), Sub -Merchant is required to (i) enter into a direct relationship with an entity that is a member of the Card Brands, and (ii) agree to comply with Card Brand rules as they pertain to applicable Card payments. By entering into this Sub -Merchant Agreement, Sub -Merchant is fulfilling the Card Brand rule of entering into a direct relationship with a Member of the Card Brands; however, Acquirers understand that Sub -Merchant has contracted with Provider to obtain certain processing services. NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows: 1. THE ACQUIRER SERVICES 1.1 PROVISION AND USE OF ACQUIRER SERVICES Sub -Merchant acknowledges that even though Sub -Merchant signs up for the payment processing feature of the Services. Sub -Merchant is not guaranteed use of that feature of the Services. The payment processing feature will not be available to Sub -Merchant unless and until Provider and/or Acquirers have confirmed that Sub -Merchant is eligible to use the Acquirer Services and this Sub -Merchant Agreement has become binding on all parties as provided herein. If that occurs, the Acquirer Services will be provided to Sub -Merchant subject to and in accordance with this Sub -Merchant Agreement. Sub -Merchant will only use the Acquirer Services for business purposes and not for personal, family, or household use. 1.2 REQUIRED INFORMATION Sub -Merchant agrees to provide Provider and/or Acquirers with such information (including financial statements and other financial information) as they may request in order to confirm that Sub -Merchant is eligible to receive the Acquirer Services. In addition, Sub -Merchant will furnish to Provider and/or Acquirers from time to time, promptly upon their request, (i) a list of the current addresses of all Sub -Merchant's offices, (ii) a list of all assumed business names (d/b/a's) used by Sub -Merchant, and (iii) a list of all products and services provided by Sub -Merchant. Sub -Merchant agrees that all information Sub -Merchant provides to Provider and/or Acquirers will be accurate and complete and Sub -Merchant agrees to keep such information up-to-date. Sub -Merchant agrees to provide Provider with at least 30 days' prior written notice of Sub -Merchant's intent to change the scope or nature of its business or its current type of products or services. If Acquirers determine such a change is material to its relationship with Sub - Merchant, Acquirers may refuse to process Card transactions made subsequent to the change or terminate this Sub -Merchant Agreement. Sub -Merchant further agrees to provide Provider with prompt written notice if it is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Sub -Merchant will also provide Provider with prompt written notice of (i) any adverse change in Sub -Merchant's financial condition, (ii) any planned or anticipated liquidation or substantial change the basic nature of its business, (iii) any transfer or sale of any substantial part (25% or more in value) of its total assets, or (iv) if Sub -Merchant or its parent is not a corporation whose shares are listed on a national securities exchange or on the over-the-counter market, any change in the control or ownership of Sub -Merchant or its parent. Sub -Merchant will also notify Provider of any judgment, writ, warrant of attachment, execution, or levy against any substantial part (25% or more in value) of its total assets not later than three (3) days after Sub -Merchant obtains knowledge of any such judgment, writ, warrant of attachment, execution or levy. 1.3 VERIFICATION Sub -Merchant authorizes Provider and/or Acquirers to make, from time to time, any business and personal credit inquiries (including, but not limited to, credit reports for Sub -Merchant's directors, officers, and principals), identity -verification inquiries, transaction -verification inquiries (including, but not limited to, with customers), and any other inquiries considered necessary relating to this Sub -Merchant Agreement, and to provide any information and documentation to Member and/or the Card Brands as may be required by them. Sub -Merchant also authorizes any person or credit reporting agency to compile information to answer those inquires and to furnish that information to Provider and/or Acquirers. 1.4 AUDIT RIGHT In the event Acquirers reasonably suspect that they are subject to a financial or reputational risk due to Sub -Merchant's actions or omissions, Sub -Merchant authorizes Acquirers to perform an audit or inspection of Sub -Merchant's operations to confirm compliance with this Sub -Merchant Agreement upon reasonable advance notice and at Acquirers' expense. Sub -Merchant agrees to cooperate, in good faith, with any such audit conducted by Acquirers. Further, Sub -Merchant acknowledges and agrees that the Card Brands have the right to audit Sub -Merchant's business to confirm compliance with the Operating Regulations. DATA OWNERSHIP Acquirers will own all data associated with Sub -Merchant's use of the Acquirer Services. Sub -Merchant acknowledges that this data may be used by Acquirers for any purpose including the following: (a) providing and improving the Acquirer Services; (b) internal usage, including but not limited to, data analytics provided that such data is anonymous and aggregated with other customer data; and (c) complying with applicable legal requirements and assisting law enforcement agencies. 2. CARD ACCEPTANCE. 2.1 ACCEPTANCE Sub -Merchant will honor, without discrimination, any valid Card properly tendered by a person asserting to be the person in whose name the Card is issued ("Cardholder"). Sub -Merchant will not accept any payments from a Cardholder relating to previous charges for merchandise or services. 2.2 SUB -MERCHANT IDENTITY AND RETURNS Sub -Merchant will properly disclose to the Cardholder, at the time of the Card transaction, Sub -Merchant's name, return policy, and other limitations Sub -Merchant may have on accepting returned merchandise. Sub -Merchant's refund policies for purchases made with a Card must be at least as favorable as Sub -Merchant's refund policy for purchases made with any other form of payment. 2.3 REQUEST AT TIME OF PAYMENT When accepting payment, Sub -Merchant will request the Card expiration date and ZIP code or postal code from the Cardholder's billing address. It is also highly recommended that Sub -Merchant obtain the security code from each Card, but Sub -Merchant must not store this information permanently. 2.4 CARD AUTHORIZATION Sub -Merchant is required to obtain an authorization through the Services, in accordance with this Sub -Merchant Agreement, for each Card transaction. Acquirers reserve the right to refuse to process any Card transaction presented by Sub -Merchant unless it includes a proper authorization. Authorizations are not a guarantee of acceptance or payment of a transaction and do not waive any provision of this Sub -Merchant Agreement, or otherwise validate a fraudulent transaction or a transaction involving the use of an expired Card. Acquirers may refuse to authorize any transaction. SMA-HSG-GOV v1.2 S HS GOVTECH L` CORE 2.5 ADJUSTMENTS All transactions and deposits are subject to audit and final verification by Provider and/or Acquirers and may be adjusted for inaccuracies. All credits provided to Sub - Merchant are provisional and subject to chargebacks and adjustments in accordance with the Operating Regulations, whether or not a transaction is charged back by the Card issuer. 2.6 SALES TRANSMITTALS Sub -Merchant will retain a copy of the sales transmittal for the completed transaction in accordance with the Operating Regulations. Within three (3) business days of Provider's and/or Acquirers' request, Sub -Merchant will produce copies of sales transmittals and other transaction evidence. Acquirers will have chargeback rights with respect to such transactions for sales transmittals not so produced. 3. COMPLIANCE WITH RULES AND LAWS 3.1 COMPLIANCE WITH OPERATING REGULATIONS AND LAWS Sub -Merchant agrees to participate in, and to cause third parties acting as Sub -Merchant's agent ("Agents") to participate in, the Card Brands in compliance with, and subject to, the by-laws, operating regulations and/or all other rules, policies, and procedures of the Card Brands (collectively, the "Operating Regulations"). In the event of any conflict between the terms of this Sub -Merchant Agreement and the terms of the Operating Regulations, the terms of the Operating Regulations shall prevail. Sub -Merchant further agrees to comply with the terms of this Sub -Merchant Agreement, all applicable federal, state, and local laws, rules, and regulations (collectively, the "Laws") and such other policies and procedures as Acquirers may from time to time prescribe relating to Sub -Merchant's acceptance of Cards ("Policies"). Without limiting the foregoing, Sub -Merchant agrees that it will fully comply with any and all confidentiality and security requirements of the USA Patriot Act (or similar law, rule or regulation), VISA, Mastercard, Discover, American Express and/or other networks, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Card Brands ("Security Requirements"). For purposes of this section, Agents include, but are not limited to, Sub -Merchant's software providers and/or equipment providers. Sub -Merchant agrees to assist Provider and/or Acquirers regarding Sub -Merchant's compliance with the Operating Regulations, the Laws, Security Requirements, or the Policies. Acquirers may, within their sole discretion, suspend the Acquirer Services for a reasonable period of time required to investigate suspicious or unusual activity, and Acquirers shall have no liability for any Sub -Merchant losses arising from any suspension of funds disbursement. Acquirers may reverse Card transactions which they believe, in their sole discretion, to violate this Sub -Merchant Agreement, Operating Regulations, the Laws, Security Requirements or the Policies, and Sub -Merchant agrees to reimburse Acquirers for any such reversal. 3.2 DATA SECURITY Sub -Merchant agrees to keep secure all systems and media containing account, Cardholder, or transaction information (physical or electronic) and destroy in a manner that will render the data unreadable all such media that is no longer necessary or appropriate to store. If Sub -Merchant stores Cardholder account numbers, expiration dates, and other personal Cardholder data in a database, Sub -Merchant agrees to follow Card Brand guidelines and the Operating Regulations (including Security Requirements) on securing such data. Sub -Merchant may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. Sub -Merchant shall maintain industry "best practices" regarding continuity procedures and systems to ensure security ofCardholder account information in the event of a disruption, disaster, or failure of Sub -Merchant's data storage system and/or facility. Sub -Merchant agrees to display its consumer privacy policy on its website as well as its security method for transmission of Cardholder data. 3.3 PROHIBITED PRACTICES Sub -Merchant must not (i) require a cardholder to complete a postcard or similar document that includes the cardholder's account number, Card expiration date, signature, or any other Card account data in plain view when mailed, (ii) add any tax to transactions, unless applicable law expressly requires that a Sub- merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), (iii) request or use an account number for any purpose other than as payment for its goods or services, (iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub - Merchant, (v) disburse funds in the form of cash unless Sub -Merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub -Merchant), or Sub- merchant is participating in a cash back service, (vi) submit any transaction receipt for a transaction that was previously charged back to the acquirers and subsequently returned to Sub -Merchant, irrespective of cardholder approval, (vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, (viii) accept a Card to collect or refinance an existing debit that has been deemed uncollectable by Sub -Merchant, or (ix) submit a transaction that represents collection of a dishonored check. Sub -Merchant further agrees that, under no circumstance, will Sub- merchant store Cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track -2 data. Neither Sub -Merchant nor its Agent shall retain or store magnetic -stripe data subsequent to the authorization of a sales transaction. 3.4 RECURRING TRANSACTIONS For any recurring transaction, Sub -Merchant must (i) obtain the Cardholder's prior written consent to periodically charge the Cardholder on a recurring basis for the goods or services purchased , (ii) retain this permission for the duration of the recurring services and provide it upon request to Provider and/or Acquirers or the issuing bank of the Cardholder's Card, (iii) retain written documentation specifying the frequency of the recurring charge, and the duration of time during which such charges may be made, and the amount or range of amounts that may be charged, and (iv) notify the Cardholder that he or she may cancel recurring billing charges at any time. Cardholder must retain evidence of such written consent for at least 24 months from the date Sub -Merchant submits the last recurring billing charge. Sub -Merchant will honor any Cardholder cancellation, and if this Sub -Merchant Agreement is terminated for any reason, Sub -Merchant will, at its own cost, advise all Cardholders to whom Sub -Merchant submits recurring billing charges that Sub -Merchant no longer accepts the Card for amounts owed. 3.5 BONA FIDE TRANSACTIONS Sub -Merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub -Merchant to cardholders in the ordinary course of business in accordance with this Sub -Merchant Agreement, the Operating Regulations, and the Laws, and is expressly prohibited from processing, factoring, laundering, offering, and/or presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub -Merchant. 3.6 MINIMUM/MAXIMUM TRANSACTIONS Sub -Merchant may set a minimum transaction amount to accept a Card that provides access to a credit account, under the following conditions: (i) the minimum transaction amount does not differentiate between Card issuers; (ii) the minimum transaction amount does not differentiate between Mastercard, Visa, or any other Card Brand; and (iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub -Merchant may set a maximum transaction amount to accept a Card that provides access to a credit account, under the following conditions: Sub -Merchant is a (i) department, agency, or instrumentality of the U.S. government; (ii) corporation owned or controlled by the U.S. government; or (iii) Sub -Merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 —Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between Mastercard, Visa, or any other Card Brand. 3.7 ILLEGAL TRANSACTIONS SMA-HSG-GOV v1.2 S HS GOV TECH C CORE Sub -Merchant may not submit or knowingly permit any cardholder to submit any transaction that is illegal or that Sub -Merchant should have known is illegal, including but not limited to transactions involving pornography, money laundering, or financing terrorist activities. Sub -Merchant agrees to comply with any and all instructions Provider gives Sub -Merchant from time to time regarding payment processing provided hereunder. Sub- merchant agrees that Provider may investigate and audit Sub -Merchant's compliance with this Sub -Merchant Agreement from time to time, and Sub -Merchant agrees to cooperate fully with Provider in any investigation or audit. 3.8 USE OF TRADEMARKS The Card Brands are the sole and exclusive owners of their marks and Sub -Merchant's use of their marks must comply with the Operating Regulations. Acquirers are the sole and exclusive owner of their respective marks and Sub -Merchant's use of Acquirer marks will fully comply with Acquirer policies and instructions. At any time Acquirers may prohibit Sub -Merchant's use of the marks or require changes to Sub -Merchant's use of the marks as Acquirers deem necessary or appropriate. Sub -Merchant's right to use Acquirer marks or the Card Brand marks will cease upon termination of this Sub -Merchant Agreement and Sub -Merchant agrees not to contest the ownership of the marks for any reason. 3.9 THIRD PARTY SERVICE PROVIDERS Sub -Merchant must provide Provider written notification regarding Sub -Merchant's use of any Agents. Sub -Merchant will be liable for any breach of the Operating Regulations by an Agent. If there is unauthorized access to Cardholder data in the possession of Sub -Merchant or its Agents, Sub -Merchant must immediately notify Provider and cooperate with Provider and/or Acquirers regarding reasonable requests for information regarding the security breach. 3.10 CONFIDENTIALITY To the extent legally possible, Sub -Merchant agrees to retain in strictest confidence all information and data belonging to or relating to Acquirer's business and will safeguard such information and data by using the same degree of care, but no less than a reasonable amount of care, that Sub -Merchant uses to protect its own confidential information. 3.11 DISPUTES a. SUB -MERCHANT'S DUTY TO MONITOR Acquirers will not, and have no obligation to, confirm the validity of the recipient or the underlying transaction pursuant to which funds are transferred. Acquirers assume no liability for any unauthorized transfer request and the attendant transfer of funds, unless and until Sub -Merchant provides appropriate and timely notice of the unauthorized transfer requests to Provider. It is Sub -Merchant's sole obligation and responsibility to promptly and consistently inspect Sub -Merchant's transaction history and must immediately report any possible errors to Provider. b. DISPUTES, INQUIRIES, AND CHARGEBACKS Working with Provider, Acquirers will handle Card Brand inquiries about Sub -Merchant's Card transactions, in addition to disputes between Sub -Merchant and a customer involving Card payment transactions. Based on customer disputes, Acquirers may reverse Card transactions ("chargebacks"), and Provider and/or Acquirers will offset the value of such chargebacks from monies owed to Sub -Merchant. Sub -Merchant must not reenter or reprocess any Card transaction that has been charged back, but instead will allow the chargeback process to proceed to its conclusion as described in the Operating Regulations. If Sub -Merchant disagrees with a chargeback, Sub -Merchant may request a chargeback reversal within the applicable Card Brand's timeline in the Operating Regulations. "Excessive Activity" means: chargebacks in excess of .50% of the transaction ratio of Sub -Merchant's Card transactions; or, chargebacks in excess of .50% of the transaction ratio of the dollar amount of Sub -Merchant's Card transactions; or, returns in excess of 3% of the transaction ratio of Sub -Merchant's Card transactions; or, denied transactions in excess of 5% of the transaction ratio of Sub -Merchant's Card transactions. The existence of Excessive Activity will be a breach of this Sub -Merchant Agreement and may result in action as Acquirers deem necessary, including, but not limited to, termination or suspension of processing privileges or creation or maintenance of a reserve. Acquirers may revoke or reverse any credit given to Sub -Merchant where: (i) the Card transaction was not made in compliance with this Sub -Merchant Agreement and the Operating Regulations, the Laws, or the Policies; (ii) the Cardholder disputes liability to Provider and/or Acquirers for any reason, including but not limited to those chargeback rights enumerated in the Operating Regulations; (iii) the Card transaction was not directly between Sub -Merchant and the Cardholder; or (iv) a deposit to Sub -Merchant was made erroneously. c. REFUND CREDITS Sub -Merchant will issue a credit memorandum instead of making a cash advance, a disbursement, or a refund on any Card transaction. Provider and/or Acquirers will debit from amounts owing Sub -Merchant for the total face amount of each credit memorandum submitted. Sub -Merchant will not submit a credit relating to any Card transaction not originally submitted to Provider, nor will it submit a credit that exceeds the amount of the original Card transaction. Sub -Merchant will, within the time period specified by the Operating Regulations, provide Provider and/or Acquirers with a credit memorandum or credit statement for every return of goods or forgiveness of debt for services that were the subject of a Card transaction. 3.12 SPECIAL MASTERCARD TERMS As used in this Section 3.12: (i) "Corporation" means Mastercard International Incorporated, Maestro International Inc., and their subsidiaries and affiliates; (ii) "Interchange System" means the computer hardware and software operated by and on behalf of the Corporation for the routing, processing, and settlement of transactions (iii) "Marks" means the names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, symbols, and marks that the Corporation owns, manages, licenses, or otherwise controls and makes available for use by authorized entities in accordance with the Standards, and "Mark" means any one of the Marks; and (iv) "Standards" means the Amended and Restated Certificate of Incorporation and the bylaws, operating rules, regulations, policies, and procedures of the Corporation, including but not limited to any manuals, guides or bulletins, as may be amended from time to time. Sub -Merchant acknowledges and agrees: (i) Sub -Merchant will comply at all times with all applicable Standards, as amended from time to time; (ii) the Corporation is the sole and exclusive owner of the Marks, and Sub -Merchant will not contest the ownership of the Marks for any reason; (iii) the Corporation may at any time, immediately and without advance notice, prohibit the Sub -Merchant from using any of the Marks for any reason; and (iv) the Corporation has the right to enforce any provision ofthe Standards and to prohibit the Sub -Merchant and/or Provider from engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Corporation, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Corporation's "confidential information" (as defined in the Standards), or both; and Sub -Merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation. Sub -Merchant agrees that Provider may require any changes to Sub -Merchant's website or otherwise that Provider deems necessary or appropriate to ensure that Sub -Merchant remains in compliance with the Standards governing the use of the Marks. In addition to the termination provisions set forth in Section 5, this Sub -Merchant Agreement will automatically and immediately terminate if the Corporation de -registers Provider or if an Acquirer ceases to be approved by the Corporation for any reason or if such Acquirer fails to have a valid license with the Corporation to use any Mark accepted by Sub -Merchant. Further, Provider, at its discretion or at the direction of an Acquirer or the Corporation, may terminate this Sub -Merchant Agreement immediately for activity deemed to be fraudulent or otherwise wrongful by Provider, an Acquirer, or the Corporation. In the event of any conflict or inconsistency between any provision of this Sub -Merchant Agreement and the Standards, the Standards will govern as to any transaction involving the Corporation or its Cards. 4. FEES, SETTLEMENT, TAXES & IRS REPORTING. 4.1 FEES Sub -Merchant agrees to pay to Provider on demand (i) any and all service or processing fees, taxes, or other charges associated with payment transactions processed through SMA-HSG-GOV vl.2 S HS GOVTECH O CORE the Service, as specified in Provider's Fee Schedule as in effect from time to time, or in another applicable document (e.g., an order form), (ii) any adjustments, fees, penalties, or costs incurred by Provider as a result of any dispute related to a User Payment (as defined below) or to any payment transaction alleged to have processed through the Service; and (iii) any fees or charges imposed by third parties (including Card Brands and Acquirers) related to disputed, returned, or cancelled transactions or User Payments. Sub -Merchant authorizes and directs Provider to deduct the amounts Sub -Merchant owes under this paragraph from User Payments, and Sub -Merchant understands that User Payments Provider remits to Sub -Merchant will be net of these amounts. Sub -Merchant further agrees that Provider may withhold the following amounts from User Payments, and Sub -Merchant understands that User Payments Provider remits to Sub -Merchant will be net of these amounts: (i) the amount of any User Payment that is subject to dispute or reasonably anticipated to be subject to dispute as determined in Provider's sole discretion (such as in the case of Card charge backs) and any related adjustments, fees, penalties, or costs Provider incurs or reasonably anticipates Provider will incur as a result of the dispute; (ii) any third -party fees or charges Provider incurs or reasonably anticipates Provider will incur as a result of a disputed, returned, or cancelled User Payments, including any imposed on Provider by Acquirers; (iii) any taxes or other amounts as required by law; and (iv) any other amounts Sub -Merchant owes to Provider under the Sub -Merchant Agreement, including any amounts that Provider reasonably believes are or may be owed to Provider as a result of any breach by Sub -Merchant of this Sub -Merchant Agreement or pursuant to Sub -Merchant's indemnification obligations under the Sub -Merchant Agreement. Sub -Merchant authorizes Provider to use the funds so withheld to satisfy Sub- merchant's obligations in respect of any matters described in this paragraph. To the extent the funds so withheld exceed the amount(s) actually required to satisfy Sub -Merchant's obligations, the remaining funds will be treated as User Payments received by Provider during the calendar month in which Provider determines (in Provider's sole and reasonable discretion) that Sub -Merchant's obligations have been satisfied and remitted to Sub -Merchant in accordance with the paragraphs above. In the event amounts deducted or withheld from User Payments are insufficient to pay all amounts Sub -Merchant owes to Provider hereunder, Sub -Merchant agrees to pay such amounts on demand, and to pay all attorneys' fees and costs and expenses of collection Provider incurs in collecting amounts Sub -Merchant owes. 4.2 SETTLEMENT Upon receipt of Sub -Merchant's sales data for Card transactions through the Services, Acquirers will process Sub -Merchant's sales data to facilitate the funds transfer between the various Card Brands and Sub -Merchant. After Acquirers receive credit for such sales data, Acquirers will either fund Sub -Merchant directly or through Provider to an account designated by Provider ("Provider Designated Account"), for such Card transactions. Sub -Merchant agrees that Acquirers' deposit of funds to the Provider Designated Account shall discharge Acquirers of their settlement obligation to Sub -Merchant. Any dispute concerning the amount or receipt of settlement shall be between Provider and Sub -Merchant. Acquirers will debit the Provider Designated Account for funds owed to Acquirers as a result of the Acquirer Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirers reasonably believe a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub -Merchant or Provider. 4.3 REMITTANCE BY PROVIDER Unless Sub -Merchant and Provider otherwise agree in writing, funds received by Provider in respect of payments by Cardholders to Sub -Merchant that are processed through the Service ("User Payments") will be remitted to Sub -Merchant (net of amounts Acquirers and/or Provider is authorized to deduct or withhold, as described above and in this Sub -Merchant Agreement) not later than thirty (30) days after the end of the calendar month in which such User Payments are received by Provider. Funds will be remitted in the form Sub -Merchant selects when Sub -Merchant registers for payment processing services, or as subsequently updated as permitted by the Service. If Sub -Merchant believes that Provider has failed to remit User Payments owed to Sub -Merchant, Sub -Merchant must notify Provider in writing within ninety (90) days of the date of such remittance or from the date when Sub -Merchant purports such remittance would have been due, specifying in reasonable detail the amounts Sub -Merchant believes are owed. Sub -Merchant's failure to so notify Provider shall result in Sub -Merchant's waiver of any claim relating to such disputed remittance. Amounts owed to Sub -Merchant shall be calculated solely based on records maintained by Provider, which shall be presumed correct absent manifest error. Sub -Merchant shall have no audit rights hereunder. 4.4 SUB -MERCHANT ACCOUNT To ensure proper remittance of User Payments, Sub -Merchant is solely responsible for providing and maintaining accurate contact and payment information associated with Sub -Merchant's account, which may include without limitation applicable tax information. If Provider believes that Provider is obligated to obtain tax information and Sub - Merchant does not provide this information to Provider after Provider has requested it, Provider may refuse to remit User Payments to Sub -Merchant until Sub -Merchant provides this information or otherwise satisfies Provider that Sub -Merchant is not a person or entity from whom Provider is required to obtain tax information. Sub -Merchant agrees to pay all applicable taxes or charges imposed by any government entity in connection with Sub -Merchant's participation in the Service. 4.5 RESERVE Provider and/or Acquirers may, in their reasonable discretion, establish a reserve if they believe there is a risk of potential chargebacks, returns, or any other risk or liability associated with Sub -Merchant's use of the Acquirer Services or to ensure current or future payment owed to Provider and/or Acquirers. Provider will provide sub -Merchant with notice of the reserve and the terms of the reserve. Provider and/or Acquirers may require that a certain portion of Sub -Merchant's Card transaction proceeds be held by Acquirers in reserve for a certain period of time, or that Sub -Merchant make a lump sum payment for the reserve. Provider and/or Acquirers may change the terms of the reserve at any time by providing Sub -Merchant with notice of the new terms. Provider and/or Acquirers have the right to use funds otherwise owed to Sub -Merchant to establish, increase, or maintain funds in reserve. Acquirers may hold a reserve as long as Provider and/or Acquirers deem necessary to mitigate risks associated with Sub - Merchant's transactions. Sub -Merchant understands and agrees that if Sub -Merchant is required to establish a reserve, Sub -Merchant has an obligation under this Sub - Merchant Agreement to maintain at all times the balance in the reserve set by Provider and/or Acquirers. Either Provider and/or Acquirers may, without notice, apply funds designated as reserves against any outstanding amounts owed to them, respectively, under this Sub -Merchant Agreement. Provider and/or Acquirers may also debit the reserve to exercise their rights under this Sub -Merchant Agreement, to collect any amounts due to them including, without limitation, rights of set-off and recoupment. Sub -Merchant agrees that it is liable for all obligations associated with its use of the Acquirer Services even after the release of any reserve. Sub -Merchant will not be entitled to a return of any sums remaining in reserve for up to 270 days following termination of its use of the Acquirer Services. 4.6 TAXES & IRS REPORTING To comply with IRS 1099-K reporting requirements, either Provider or Acquirers may be required to file a form 1099-K with the U.S. Internal Revenue Service (IRS). Provider and/or Acquirers may collect federal backup withholding upon transaction settlement, on behalf of the IRS, from Sub -Merchant if Sub -Merchant does not supply its legal name, SSN or EIN, or if it fails to respond to a request from Provider and/or Acquirers to verify the same. 5. TERM AND TERMINATION. 5.1 TERM This Sub -Merchant Agreement shall be deemed accepted and binding upon Sub -Merchant. Acquirers and Provider upon its execution by both Parties (the "Effective Date"). This Sub -Merchant Agreement shall commence on the Effective Date (and shall continue for four (4) years (the "Initial Term"). Thereafter, this Sub -Merchant Agreement shall renew automatically for one (I) year periods unless either Party notifies the other upon one hundred eighty (180) days prior written notice (each a "Renewal Term") (collectively, the "Initial Term" and each "Renewal Term," the "Tenn"). Either Party may terminate this Sub -Merchant Agreement for any reason at any time by sending to the other Party thirty (30) days written notice detailing such Party's desire to terminate. SMA-HSG-GOV v1.2 46 HS GOV TECH f4? CORE 5.2 TERMINATION Notwithstanding the foregoing, Acquirers may immediately cease providing Acquirer Services and/or terminate this Sub -Merchant Agreement without notice if (i) Sub - Merchant or Provider fails to pay any amount to Acquirers when due, (ii) in Acquirers' opinion, provision of a service to Sub -Merchant or Provider may be a violation of the Operating Regulations or any applicable Laws, (iii) Acquirers believes that Sub -Merchant has violated or is likely to violate the Operating Regulations or the Laws, or (iv) Acquirers or Providers are required to do so by any of the Card Brands. Further, Provider may terminate this Sub -Merchant Agreement at any time, in Provider's sole discretion, without prior notice to Sub -Merchant. If this Sub -Merchant Agreement is terminated by any party hereto, the provisions of Section 4 above will continue to apply until Sub -Merchant has paid all amounts owed to Provider in respect of the Services provided by Provider prior to termination. 5.3 FAILURE OF ACQUIRER SERVICES Sub -Merchant agrees to provide Acquirers, via a communication with Provider, with written notice, specifically detailing any alleged failure of Acquirer Services, within thirty (30) days of the date on which the alleged failure or error first occurred; failure to so provide notice shall be deemed an acceptance by Sub -Merchant and a waiver of any and all rights to dispute such failure or error. Acquirers shall bear no liability and have no obligations to correct any errors resulting from Sub- merchant's failure to comply with the duties and obligations of the preceding sentence. 5.4 EVENTS OF DEFAULT An "Event of Default" shall mean the occurrence or existence of one or more of the following events or conditions, whatever the reason for such Event of Default and whether voluntary, involuntary or effected by operation of law: (a) Sub -Merchant fails to pay any obligation under this Sub -Merchant Agreement to Acquirers or Provider when due; (b) any representation or warranty made by Sub -Merchant under this Sub -Merchant Agreement, the Sub -Merchant Application or any financial statement, certificate, report, exhibit or document required to be furnished by Sub -Merchant to Acquirers or Provider pursuant to this Sub -Merchant Agreement shall prove false or misleading in any material respect as of the time when made, including any omission of material information necessary to make such representation, warranty or statement not misleading or the failure to provide required information; (c) Sub -Merchant shall default in the performance or observance of any covenant, agreement or duty under this Sub -Merchant Agreement or any Card Brand Regulation; (d) Sub -Merchant is no longer allowed by a Card Brand to accept such Card Brand's Cards as payment or Sub -Merchant's name appears on a Card Brand's terminated merchant file; (e) Acquirers or Provider reasonably conclude that any criminal, fraudulent, unauthorized or suspicious activity has occurred or is imminent with respect to Sub -Merchant's acceptance of Cards or Sub -Merchant's performance under this Sub -Merchant Agreement; (t) there is an unexplained material change in Sub -Merchant's processed volume, average ticket size or mode of sale; (g) Acquirers or Provider reasonably conclude that there exists a risk of an abnormal level of chargebacks or that Sub -Merchant may not fund Fees, Third -Party Costs for which Sub -Merchant is responsible hereunder, dispute items, or penalties as they occur, (h) Sub -Merchant has defaulted on any obligation for borrowed money and the effect thereof may permit the holder of such indebtedness to accelerate the time when repayment is due; (i) there is an adverse material change in Sub -Merchant's business, operations, financial condition, properties, assets or prospects; (j) one or more judgments against Sub -Merchant for the payment of money remain undischarged, unsatisfied or unstayed for a period of forty five (45) consecutive days; (k) Sub -Merchant's lender takes possession of Sub -Merchant's inventory; (1) a writ or warrant of attachment, garnishment, execution, or similar process shall have been issued against Sub -Merchant or any of Sub -Merchant's assets; (m) a proceeding shall have been instituted with respect to Sub -Merchant (1) seeking an order for relief or a declaration entailing a finding that Sub -Merchant is insolvent or seeking a similar declaration or finding, or seeking dissolution, winding up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief with respect to Sub -Merchant, Sub -Merchant's assets or Sub -Merchant's debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, termination of legal entities or any other similar law now or hereafter in effect, or (2) seeking appointment of a receiver, trustee, custodian, liquidator, assignee, sequestrator or other similar official for Sub -Merchant or for all or any substantial part of Sub -Merchant's assets; or (n) Sub -Merchant shall become insolvent, shall become generally unable to pay Sub -Merchant's debts as they become due, shall voluntarily suspend transaction of Sub - Merchant's business, shall make a general assignment for the benefit of creditors, shall institute a proceeding described in subsection (mx 1) above, or shall consent to any such order for relief, declaration, finding or relief described therein, shall institute a proceeding described in subsection (mX2) above, or shall consent to any such appointment or to the taking of possession by any such official of all or any substantial part of Sub -Merchant's assets, shall dissolve, windup, revoke or forfeit Sub -Merchant's charter (or other constituent documents) or liquidate Sub -Merchant or any substantial part of Sub -Merchant's assets, or shall take any action in furtherance of any of the foregoing; (o) accept a Card for an unlawfiil Internet gambling transaction; or (p) Sub -Merchant fails to become or remain "PCI compliant" (as required under applicable Card Brand Regulations) and/or Sub -Merchant fails to certify such compliance to Provider upon request. You shall notify Acquirers and Provider in writing immediately upon becoming aware of an Event of Default, or an event which, with the passing of time or the giving of notice, or both, would constitute an Event of Default. 5.5 REMEDIES UPON EVENT OF DEFAULT Upon the occurrence of any Event of Default, Acquirers and Provider may employ any or all of the following remedies it deems appropriate: (a) terminate this Sub -Merchant Agreement immediately upon notice to Sub -Merchant; (b) without prior notice to Sub -Merchant, refuse to accept or revoke acceptance of any sales or credit, or the electronic transmission thereof if applicable, received by Acquirers or Provider on or at any time after the occurrence of any Event of Default; (c) without prior notice to Sub -Merchant, Acquirers or Provider may debit Sub -Merchant's accounts in an amount equal to any amount then owed to Acquirers or Provider; (d) establish a reasonable reserve using Sub - Merchant's funds in Acquirers' possession to cover foreseeable Fees, Third -Party Costs for which Sub -Merchant is responsible hereunder, dispute items, penalties, and Cardholder credits; (e) increase the Fees commensurate with the increased risk; (0 require Sub -Merchant to deposit, as cash collateral, such amounts as Acquirers or Provider may require to secure Sub -Merchant's obligations hereunder; (g) report to one or more credit reporting agencies any outstanding indebtedness to Acquirers or Provider; or (h) take such other action as may be permitted by law. 5.6 EARLY TERMINATION For purposes of this Section 5.6, an "Early Termination" shall mean: (i) a termination of this Sub -Merchant Agreement by Acquirers or Provider following an Event of Default specified in Section 5.4 above (ii); a termination of this Sub -Merchant Agreement by Sub -Merchant for any reason whatsoever, other than following written termination notice given by Sub -Merchant pursuant to Section 1.2 or Section 5; or (iii) Sub -Merchant's deposit or submission of any of Sub -Merchant's Card Brand branded transactions with any entity other than Acquirers. Your payment of the monthly minimum Fees shall not fulfill Sub -Merchant's obligation to Provider. The parties agree that the actual damages which will result to Provider from an Early Termination are not readily ascertainable as of the effective date of this Sub -Merchant Agreement. In addition, Sub -Merchant acknowledges and agrees that in reliance on this Sub -Merchant Agreement and other long-term agreements, Provider will incur additional long-term costs, including without limitation, computer hardware, software, and labor. Accordingly, upon the occurrence of an Early Termination, Sub - Merchant shall pay to Provider, in addition to all amounts owed for the Services provided to Sub -Merchant pursuant to this Sub -Merchant Agreement, an amount equal to the greater of (i) $500.00; or (ii) thirty percent (30%) of the average total monthly Fees paid by Sub -Merchant (or Service Fees collected by Provider, if applicable) during the preceding six (6) months (or shorter period if this Sub -Merchant Agreement has not been in effect for six (6) months), times the number of months, or portion thereof, remaining in the Term resulting from failure to provide timely termination notice as described in Section 5.1 of this Sub -Merchant Agreement. The parties intend that this Early Termination fee be in lieu of Provider's lost profits for the remainder of this Sub -Merchant Agreement, but not in lieu of any other damages to which Provider might otherwise be entitled arising out of Sub -Merchant's wrongful acts or omissions. 6. SUB -MERCHANT WARRANTIES. Sub -Merchant represents and warrants the following: (1) that all information submitted by Sub -Merchant to Provider and/or Acquirers relating to Sub -Merchant Application, which is incorporated into the Sub -Merchant Agreement by reference, to use the Acquirer Services is correct, complete, and fully describes and details the nature, type, and scope of the business in which Sub -Merchant is engaged; (2) that Sub -Merchant has never been placed on the Mastercard MATCH system or the Combined Terminated Merchant File, and if so, Merchant has disclosed this to Provider and/or Acquirers; and (3) that all transactions are bona fide and no transaction involves the use ofa Card for SMA-HSG-GOV vl.2 HS GOVTECH C? CORE any purpose other than the purchase of goods or services from Sub -Merchant and does not involve a Cardholder obtaining cash from Sub -Merchant unless allowed by the Operating Regulations. 7. INDEMNIFICATION. As between Sub -Merchant and Acquirers, Sub -Merchant will be responsible for, and at its own expense, defend itself against any suits, claims, losses, demands, or damages arising out of in connection with (A) any dispute with a Cardholder or any third party relating to any Card transaction, or (B) any breach by Sub -Merchant of any obligation under this Sub -Merchant Agreement. Sub -Merchant will not make any claims against Acquirers for any liabilities, claims, losses, costs, expenses and demands of any kind or nature, arising out of or in connection with any of the foregoing suits, claims, losses, demands or damages. Further, Sub -Merchant will not make any claims against Acquirers for any actions they take against the settlement account or the reserve account in accordance with this Sub -Merchant Agreement, except to the extent such actions are attributable to Acquirers' negligence, willful misconduct, or their breach of this Sub -Merchant Agreement. Acquirers will be responsible for and will at their own expense defend themselves against any suits, claims, losses, demands, or damages arising solely out of (A) Acquirers' breach of this Sub -Merchant Agreement, or (B) Acquirers' negligence or willful misconduct. 8. LIMITATION OF LIABILITY. Sub -Merchant's sole and exclusive remedy for any and all claims against Acquirers arising out of or in any way related to the transactions contemplated herein shall be termination of this Sub -Merchant Agreement. In the event that Sub -Merchant has any claim arising in connection with the Acquirer Services, rights, and/or obligations defined in this Sub -Merchant Agreement, Sub -Merchant shall proceed against Provider and not against Acquirers, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirers have any liability to Sub -Merchant with respect to this Sub -Merchant Agreement or the Acquirer Services. Sub -Merchant acknowledges Acquirers are only providing this Sub -Merchant Agreement to assist in Provider's processing relationship with Sub- merchant, that Acquirers are not liable for any action or failure to act by Provider, and that Acquirers shall have no liability whatsoever in connection with any products or services provided to Sub -Merchant by Provider. Acquirers' total liability under this Sub -Merchant Agreement for any reason will not exceed in the aggregate the amount of $5,000. In no event will Acquirers be liable for indirect, special, or consequential damages. 9. DISCLAIMER OF WARRANTIES. THE ACQUIRER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS SUB -MERCHANT AGREEMENT, ACQUIRERS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON - INFRINGEMENT, ARISING OUT OF OR RELATED TO THIS SUB -MERCHANT AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUB -MERCHANT. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS SUB -MERCHANT AGREEMENT [N RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. 10. INTELLECTUAL PROPERTY RESTRICTIONS. All materials or intellectual property provided by Acquirers to Sub -Merchant in connection with the Acquirer Services ("Materials") are owned by Acquirers or their third - party licensors. Sub -Merchant shall not (and shall not permit any agent or third party) to: (a) copy all or any portion of any Materials; (b) decompile, disassemble, or otherwise reverse engineer (except to the extent expressly permitted by applicable Law, notwithstanding a contractual obligation to the contrary) the Acquirer Services or Materials, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Acquirer Services or any Materials or any portion thereof; (c) modify, translate, or otherwise create any derivative works based upon the Acquirer Services or any Materials; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge, or otherwise transfer the Acquirer Services or any Materials, in whole or in part, to any third party; or (e) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on the Acquirer Services or in any Materials. 11. MISCELLANEOUS. 11.1 SEVERABILITY AND WAIVER If any provision of this Sub -Merchant Agreement is held invalid, illegal, void, or unenforceable by reason of any judicial decision, all other provisions of this Sub -Merchant Agreement shall nevertheless remain in full force and effect. No course of dealing, delay, or failure to enforce any provision or exercise any right under this Sub -Merchant Agreement by Acquirers shall be construed as a waiver or estoppel of such provision or right, nor shall it amend this Sub -Merchant Agreement or affect the validity of this Sub -Merchant Agreement or curtail Acquirers' ability to enforce such provision or exercise such right in the future. All waivers must be in writing and signed by Acquirers. 11.2 RIGHTS AND REMEDIES CUMULATIVE The rights conferred upon Acquirers in this Sub -Merchant Agreement are not intended to be exclusive of each other or of any other rights and remedies Acquirers have under this Sub -Merchant Agreement, at law or in equity. Rather, each right Acquirers have at law or in equity will be cumulative and concurrent and in addition to every other right. 11.3 ENTIRE AGREEMENT This Sub -Merchant Agreement, Sub -Merchant Application, including the Operating Regulations and the Policies, and any amendment or supplement to this Sub -Merchant Agreement, all of which are incorporated into this Sub -Merchant Agreement, constitutes the entire agreement between Sub -Merchant and Acquirers with respect to the matters contained herein, and all prior or other agreements or representations, written or oral, are superseded by this Sub -Merchant Agreement. Sub -Merchant agrees that in entering into this Sub -Merchant Agreement Sub -Merchant has not relied on any statement of Acquirers or its representatives. The parties acknowledge and agree (i) that this Sub - Merchant Agreement applies only to Card transaction generated within the United States; and (ii) that this is a contract for commercial services. 11.4 ASSIGNABILITY This Sub -Merchant Agreement may not be assigned by Sub -Merchant, directly or by operation of law, without the prior written consent of Acquirers and Provider. This Sub - Merchant Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees, and assignees. 11.5 AMENDMENTS Acquirers and/or Provider may amend this Sub -Merchant Agreement at any time. Notwithstanding the foregoing, Provider will give Sub -Merchant not fewer than thirty (30) days advance notice of any new or increased fees imposed on Sub -Merchant in connection with payment processing under this Sub -Merchant Agreement. 11.6 CONSENT TO DO BUSINESS ELECTRONICALLY, ELECTRONIC COMMUNICATION, AND NOTICES SMA-HSG-GOV vl.2 HS GOVTECH' O CORE Sub•Merchant consents to do business electronically, which means that Sub -Mew agrees hurt s0 notices, inswetiom or am adier coo ons regarding transactions under this Sub -Merchant Agreement (all of which ate referred to herein as the "Camaunieatfans'7 may be presented, deliwered stored, retrieved and transmitted to Sub - Merchant electronically. Sub -Merchant agrees to notify Provider of airy change in its electronic or mailing address or other contact information. 11.7 EXECUTION OF AGREEMENT The p utic3 agree that this Sub -Merchant Agreement may be atecuted (a) in one or mote coumterpe ts, each o 'which will be deemed an original and all of which together will constitute ore and the sarIHagreement; and (b) by using an claerwtic or Itandwrittart signature, which are of equal effect, whether on origi al or electronic copies. Member Bards is a pity to this Sub-Mer dwnt Agreement. Mamba Bank may be changed, and its rights and obligations assigned to anodwr parry by Acquirers at any time without notice to Merchant As of the oommamement of this Sub-Metoheat Agreeaent, Member Bards shall be Fib Third Bank, located at Cinciremti, OH. 11.8 CHOICE OF LAW; JURISDICTION; WAIVER THIS SUB -MERCHANT AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF IN WHICH SUB -MERCHANT IS LOCATED. SUB - MERCHANT, ACQUIRERS AND PROVIDER HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) AGREE THAT ANY ACTION, SUITOR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT. COURSE OF CONDUCT. ACT. OMISSION OR EVENT OCCURRING IN CONNECTION WITH TIES AGREEMENT (COLLECTIVELY, "RELATED LITIGATION") MUST BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COUNTY AND STATE IN WHICH SUB -MERCHANT ARE LOCATED; (B) SUBMIT TOTHE JURISDICTION OF SUCH COURTS; (C) WAIVE ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT; (D) WAIVE ANY CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND WAIVE ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUB -MERCHANT OR ACQUIRERS AND PROVIDER; (E) CONSENT AND AGREE TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO SUB- MERCHANT AT THE ADDRESS IN THE APPLICATION AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITITCE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW); AND (F) WAIVE THE RIGHT TO TRIAL BY JURY IN ANY RELATED LITIGATION. THE PREVAILING PARTY IN ANY RELATED LITIGATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY'S FEES, COST AND EXPENSES. AGREED AND ACCEPTED SUB -MERCHANT: WELD COUNTY GOVERNMENT WONDERWARE INC. D/B/A CORE BUSINESS rV_u e%ff nr_tcc TITLE: AUTHORIZED SIGNATURE: DATE: KEVIN D. ROSS Brian Voigt CHAIR, WELD COUNTY BOARD OF EVP P ments Risk erations COMMISSIONERS TITLE: _ 1? 10 .≥AUTHORIZED SIGNATURE: 02/21/2024 DATE: 04/25/2024 SMA-HSG-GOV v1.2 ,1Dg HS GO ECH 42 CORE SUB -MERCHANT ACCOUNT FEE SCHEDULE SERVICE FEE PROGRAM Sub -Merchant understands and acknowledges that Sub -Merchant has elected to participate in the Government and Education Program provided by the Card Brands (the "Program"). The Program allows registered and approved merchants (approved Merchant IDs or MIDs) to assess a variable service fee (a "Service Fee") on certain debit and credit Card transactions. Registration and participation in the Program are subject to approval by the applicable Card Brands and Sub -Merchant acknowledges that Sub -Merchant may not be eligible to participate in the Program. If registration and Card Brand approval is obtained, Sub -Merchant agrees to comply with all Program requirements. Provider may terminate, amend, modify or otherwise alter this Sub -Merchant Agreement, the Program, or the structure, nature or amount of the Service Fee at any time with written notice to Sub -Merchant. Sub -Merchant authorizes and directs Acquirers to settle the proceeds received for Service Fees into the Provider's bank account. In the event that Sub -Merchant receives any portion of the Service Fees, Sub -Merchant agrees to promptly pay such amounts to Provider. Service Fees collected by Provider will be retained by Provider and Sub -Merchant will not be responsible for the payment of any Fees or interchange fees, assessments and other third -party charges charged to, directly or indirectly incurred, or otherwise paid by Provider and/or Acquirers which are attributable to Sub -Merchant's Card transactions other than penalties (collectively, "Third -Party Costs") with the exception of the Fees listed below. Nothing in this Section shall be deemed to alleviate or reduce any of Sub -Merchant's other obligations under the Sub -Merchant Agreement, including, but not limited to, Sub -Merchant's responsibilities with regard to penalties and dispute items and Sub -Merchant's obligation to pay any early termination fees, if applicable, pursuant to Section 5.6 of the Sub -Merchant Agreement. In the event Sub -Merchant's customer disputes, refuses to pay and/or charges back the Service Fee amount to Provider, Sub -Merchant is responsible for collecting and paying the Service Fee and the Chargeback Fee to Provider. SERVICE Implementation & Set Up Fee Payment Service Program $0.00 Billed Once PCI Level 1 Service Fee Payment Service Program $0.00 Billed Monthly Location Fee Payment Service Program $0.00 Billed Monthly LIIICARD Service Fee Pricing Visa 3.49% Billed to the Payer in Real -Time Mastercard 3.49% Billed to the Payer in Real -Time Discover 3.49% Billed to the Payer in Real -Time American Express 3.49% Billed to the Payer in Real -Time Chargeback Fee All Cards $15.00 Billed Monthly & Per Chargeback Retrieval Fee All Cards $15.00 Billed Monthly & Per Retrieval ACH Service Fee Pricing All ACH Transactions $5.00 Billed to the Payer in Real -Time * The Service fees set forth above will not be changed for the Initial Tenn of the Sub -Merchant Services Agreement except (i) as mutually agreed to in writing between CORE and Sub -Merchant or (ii) if CORE determines, at its sole discretion, to modify the fees as a result of changes in card brand interchange, dues, assessments, miscellaneous processing fees or new fees imposed by a third party, and to the extent any of the aforementioned applies to Sub -Merchant's usage ofServices. CORE agrees to provide Sub - Merchant with written notification of pricing changes at least 30 days prior to changes taking effect. SMA-AB-Fees v1.3 HSG ECH �� COPE SPECIAL PROVISIONS FOR AMERICAN EXPRESS ADDENDUM This SPECIAL PROVISIONS FOR AMERICAN EXPRESS ADDENDUM (this "Addendum") is made a part of the terms and conditions of the SUB -MERCHANT SERVICES AGREEMENT between ("Customer") and Wonderware Inc. d/b/a CORE Business Technologies ("CORE") dated (the "Sub -Merchant Agreement") and applies to American Express Card acceptance (capitalized terms herein not defined elsewhere in the Sub -Merchant Agreement shall have the meanings assigned in the American Express Operating Regulations). Customer's participation in American Express Card acceptance is subject to the approval of American Express. With respect to participation in an American Express acceptance program, in the event of a conflict between the terms of this Addendum and other terms of the Sub -Merchant Agreement, the terms below shall control. 1. Rules. Customer shall be bound by the American Express Operating Regulations, including the Merchant Operating Guide which is located at: www.americanexpress.com/merchantopguide ("MOG"). The provisions of the MOG are incorporated herein by reference. 2. Transaction Data. Customer authorizes CORE and/or its affiliates to submit American Express transactions to, and receive settlement on such transactions from, American Express on behalf of Customer. 3. Data Security Requirements. Customer shall comply with the data security requirements of protecting Cardholder information set forth in Section 8 of the MOG. 4. Treatment of American Express Cardholder Information. Customer shall treat acknowledges that any and all American Express Cardholder information is confidential and the sole property of the Card issuer, American Express or any of its affiliates. Except as otherwise specified, Customer must not disclose Cardholder information, nor use nor store it, other than to facilitate transactions at Customer's establishments in accordance with the Sub -Merchant Agreement. 5. Disclosure and Use of Data Collected Under the Sub -Merchant Agreement. CORE may disclose to American Express data and information that CORE collects as part of performing American Express payment processing services or transaction related services including information about Customer, as further set forth in Section 2.7 of the MOG. American Express may use such information for purposes set forth in Sections 2.7 and 2.8 of the MOG. 6. Conversion to American Express Direct Customer. Customer acknowledges that it may be converted from the American Express Card acceptance program to a direct relationship with American Express if and when its transaction volumes exceed the eligibility thresholds for the program. If this occurs, upon such conversion, (i) Customer will be bound by American Express' then -current Card acceptance agreement; and (ii) American Express will set pricing and other fees payable by Customer. 7. Assignment of Transactions. Customer shall not process transactions or receive payments on behalf of, or (unless required by applicable law) re -direct payments to, any third party. 8. American Express as Third Party Beneficiary. Notwithstanding anything in the Sub -Merchant Agreement to the contrary, American Express shall have third -party beneficiary rights, but not obligations, to the terms of the Sub -Merchant Agreement applicable to American Express Card acceptance to enforce such terms against Customer. Customer acknowledges that it is not a third party beneficiary under the agreement between American Express and CORE for the provision of American Express payment processing services or transaction related services to Customer (the "AMEX TPSP Agreement"). 9. Termination of American Express Card Acceptance. You acknowledge that CORE shall be required to terminate Customer's participation in American Express Card acceptance if the TPSP Agreement terminates for any reason or American Express terminates CORE's authorization to provide the payment processing services. In the event Customer's participation in the program is terminated for any reason, Customer must immediately remove all American Express branding and marks from Customer's website and wherever else they are displayed. 10. Billing and Refund Policies. Customer's billing and refund policies for American Express purchases must comply with Sections 4.11 and 7.4 of the MOG. 11. Acceptance of American Express. Customer must accept American Express as payment for goods and services in accordance with Section 3.1 of the MOG, the Sub -Merchant Agreement and this Addendum. Customer covenants not to engage in the activities listed in the second paragraph of Section 3.2 of the MOG. 12. Inquiries and Chargebacks. Customer must comply with the requirements set forth in Section 11 of the MOG relating to the processes for chargebacks and inquiries. 13. Specific Industries Customer must comply with the industry -specific requirements of Section 12 of the MOG. 14. Discounts or In -Kind Incentives. Customer may offer discounts or in -kind incentives from Customer's regular prices for payments in cash, ACH funds transfer, check, debit card or credit/charge card, provided that Customer complies with the requirements of the third paragraph of Section 3.2 of the MOG. 15. Display of American Express Marks. Whenever payment methods are communicated to customers, or when customers ask what payments are accepted, Customer must indicate Customer's acceptance of American Express Cards and display American Express' marks as prominently and in the same manner as any other Card networks. Customer's use of the American Express marks shall be in accordance with the third paragraph of Section 3.2.1 of the MOG. American Express Addendum v1.2 HSGOVTECH CORE 16. Confidentiality of Cardholder Information. Any and all Cardholder information is confidential and the sole property of the applicable Card issuer, American Express or its affiliates. Except as otherwise specified, Customer must not disclose Cardholder information, nor use nor store it, other than to facilitate transactions at Customer's business locations and websites in accordance with the Sub -Merchant Agreement. 17. Website Information Display. Customer's business website must display the following: (a) an accurate description of the goods/services offered, including the currency type for the transaction (e.g., U.S. Dollars) (note: transaction currency must be in U.S. Dollars); (b) Customer's physical address in the U.S.; (c) an email address or telephone number for customer service disputes; (d) return/refund policy; (e) a description of Customer's delivery policy (e.g., no overnight delivery); (f) a description of Customer's security practices (e.g., information highlighting security practices the Customer uses to secure transactions on its systems, including transactions conducted on the Internet); (g) a statement of known export restrictions, tariffs, and any other regulations; and (h) a privacy statement regarding the type of personal information collected and how the information is used. Additionally, Customer must provide to its customers the option to decline being included in marketing campaigns or having their personal information included on lists sold to third parties. 18. Customer Service Information. Customer will maintain customer service information that is readily available for review by Cardholders transacting with Customer. The customer service information will provide clear instructions on how to contact CORE or Customer, including an active customer service email address and telephone number. 19. Compliance with Laws. Customer will at all times comply with applicable laws, rules and regulations related to the conduct of Customer's business. 20. Claims. A claim against American Express, or a claim against CORE or any other entity that American Express has a right to join in resolving a claim, will be resolved through arbitration in accordance with Section 13 of the MOG. 21. American Express Limitation of Liability. IN NO EVENT SHALL AMERICAN EXPRESS OR ITS AFFILIATES, SUCCESSORS, OR PERMITTED ASSIGNS BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S PARTICIPATION IN THE PROGRAM, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES. AMERICAN EXPRESS WILL NOT BE RESPONSIBLE TO CUSTOMER FOR DAMAGES ARISING FROM DELAYS OR PROBLEMS CAUSED BY TELECOMMUNICATIONS CARRIERS, INTERNET SERVICE PROVIDERS, OTHER COMMUNICATIONS NETWORKS OR THE BANKING SYSTEM, EXCEPT THAT ITS RIGHTS TO CREATE RESERVES AND EXERCISE CHARGEBACKS WILL NOT BE IMPAIRED BY SUCH EVENTS. CUSTOMER FURTHER AGREES TO ABIDE BY THE LIMITATION OF LIABILITY PROVISIONS IN THE AMEX TPSP AGREEMENT. 22. American Express Right to Modify or Terminate Agreement. American Express has to the right to modify the Sub -Merchant Agreement with respect to American Express transactions or to terminate Customer's acceptance of American Express transactions and to require CORE to investigate Customer's activities with respect to American Express transactions. Except as otherwise amended pursuant to this Addendum, the Sub -Merchant Agreement remains in full force and effect in accordance with its terms. This Addendum may be executed in one or more counterparts (including by means of signature pages transmitted via PDF or other electronic means), each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. Customer and CORE have entered into this Addendum as of Customer: WELD COUNTY GOVERNMENT Wend erware Inc. d/b/a CORE Business Technologies Name: KEVIN D. ROSS Name: CHAIR, WELD COUNTY BOARD OF Title: COMMISSIONERS Title: American Express Addendum v1.2 Contract Form Entity Information Entity Name* HS GOVTECH USA INC Entity ID* @00047285 Contract Name * HEALTH SPACES SUB -MERCHANT APPLICATION Contract Status CTB REVIEW New Entity? Contract ID 7841 Contract Lead CDOVIDIO Contract Lead Email cdovidio@weldgov.com;c pattelli@weldgov.com Parent Contract ID Requires Board Approval YES Department Project # Contract Description * N 2023 THE HEALTH DEPARTMENT BEGAN A PROJECT TO REPLACE ENVISIONS CONNECT WITH THE HS GOV TECH HEALTH PACES APPLICATION. TO RECEIVE CREDIT CARD PAYMENTS WITH THE NEW APPLICATION THE COUNT NEEDS TO SIGN A CORE SUB -MERCHANT APPLICATION. Contract Description 2 Contract Type * Department Requested BOCC Agenda Due Date APPLICATION ACCOUNTING Date* 02/17/2024 02/21/2024 Amount* Department Email $0.00 CM- Will a work session with BOCC be required?* Accounting@weldgov.com NO Renewable YES Department Head Email Does Contract require Purchasing Dept. to be CM -Accounting- included? Automatic Renewal DeptHead@weldgov.com NO YES County Attorney Grant GENERAL COUNTY ATTORNEY EMAIL IGA County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head CHRIS D'OVIDIO DH Approved Date 02/15/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 02/21/2024 Review Date 11/01/2025 Committed Delivery Date Contact Type Contact Email Finance Approver CHRIS D'OVIDIO Renewal Date 01/01/2026 Expiration Date Contact Phone 1 Purchasing Approved Date Finance Approved Date 02/15/2024 Tyler Ref # AG 022124 Originator CDOVIDIO Legal Counsel BRUCE BARKER Contact Phone 2 Legal Counsel Approved Date 02/16/2024 Hello