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Contract 2024-039ADocusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F �/ ) VERMONT SYSTEMS PAYTRAC PAYMENT SERVICES ADDENDUM This PayTrac Payment Services Addendum ("Addendum") between RecTrac, LLC d/b/a Vermont Systems ("VS") and City of Clermont (FL) ("Customer") is intended to revise the Services Agreement, inclusive of all relevant attachments, schedules, exhibits and/or Addenda (collectively, "Agreement") previously or simultaneously executed between the Parties by adding to the Agreement the terms and conditions listed below. 1 TERM. The term of this Addendum will commence on the date executed by the Customer and will run coterminous with the Agreement. 2 PAYMENT SERVICES. Customer is adding VS PayTrac Payment Services to the suite of products and services it is receiving from VS (as reflected in the Order Schedule) at the rates described in the attached Schedule A. VS will provide Customer with Payment Services pursuant to a separately executed Sub -Merchant Agreement, inclusive of Customer's Sub -Merchant Application and Agreement ("SMAX) and VS's PayTrac Payment Service Terms & Conditions, each of which shall be incorporated by reference into the Agreement. 3 SOFTWARE UPDATES. To maintain the highest level of security for payment processing, the Customer agrees to operate on the most recent release of the software within 30 days of its general release. Extended delays to update the software may impact the ability to safely process transactions and VS reserves the right to disable processing until the software is updated. 4 MISCELLANEOUS. Except as expressly revised in this Addendum, the Agreement will remain in full force and effect. If there is any conflict of inconsistencies between this Addendum and the Agreement, this Addendum will control. VS's acceptance may be evidenced by its fulfillment of the Agreement which this Addendum revises. AGREED TO AND ACCEPTED BY: City of Clermont (FL) r D�ocu,S{ig{ne"dby: 7/17/2024 Print Name: Freddy Suarez Date Title: Procurement Services Director Template: CNT-VS-QM-SA Payment Service Addendum 04APR2022-CE-V01 ©RecTrac, LLC All rights reserved. Last Revision: 9/9/2022 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F PAYTRAC PAYMENT SERVICE TERMS AND CONDITIONS SUB -MERCHANT AGREEMENT. These PayTrac Payment Service Terms and Conditions govern the terms and conditions under which we, as a payment facilitator, will agree to provide you, as a sub -merchant, with certain payment -related services. For purposes of this Sub -Merchant Agreement, the sub -merchant identified in the Sub -Merchant Application and Agreement ("SMAA") will be identified as "you, "your," or "Sub -Merchant." These Payment Terms and Conditions, together with your completed and approved SMAA, will form a binding "Sub -Merchant Agreement" between you and the payment facilitator identified in the SMAA ("we," "us," "our," or "Payment Facilitator"). If you are receiving Payment Services (defined below) from us, then your Sub -Merchant Agreement will become part of your overall Agreement with us, which Agreement includes, in addition to the Sub -Merchant Agreement, our Terms of Service, Privacy Policy and other referenced exhibits, schedules or addenda. Terms not defined herein shall have the meanings as set forth in Section 1 of the Terms of Service. 2. PAYMENT SERVICES. Provided you satisfy the underwriting criteria for receipt of Payment Services and remain in compliance with the Agreement, we will agree to provide you with the payment services as described in the Agreement (collectively, "Payment Services"). In exchange for Payment Services, you agree to pay us the rates, fees and other charges described in the Agreement (collectively, "Fees"). Besides us, there are other third parties involved in the facilitation and processing of Payment Services; these third parties include banks (i.e., acquiring bank, sponsor bank), the major card networks/associations such as Visa, Mastercard, Discover and American Express (collectively, "Card Brands" unless referred to individually by name), and our designated payment processor ("Processor"). Each of these parties serve an important function in the facilitation, processing and settling of transactions associated with your business. By designating us as your agent for payment facilitation services, and remaining in compliance with the terms of the Agreement (including payment of all of our Fees), you will receive the right to accept payments from customers, clients and/or members (collectively, "End Users") through validly issued bankcards ("cards") associated with the Card Brands, and/or, if approved, through automated clearing house transactions ("ACH") regulated by the National Automated Clearing House Association ("NACHA"). We will only provide you with Payment Services for transactions run on active, non -defaulted End User agreements properly delivered to us through the appropriate system in accordance with the Agreement's terms and conditions including, without limitation, this Sub - Merchant Agreement. 3. APPLICATION PROCESS; UNDERWRITING; APPROVAL FOR PAYMENT SERVICES. Completion of the SMAA and submission through our standard underwriting process shall be a pre -requisite and pre -condition to your receipt of Payment Services. If you fail to meet our then -current underwriting requirements, or the then -current underwriting requirements of our Processor (as applicable), you shall not be allowed to receive Payment Services. Federal regulations such as the USA Patriot Act or FinCEN require financial institutions (i.e., banks) to verify the identity of persons seeking to open a depository account. Our Processor, in turn, requires that we submit certain information about each sub -merchant through underwriting prior to such sub -merchant's receipt of payment services. Information that we may request includes, but is not limited to, basic sub- merchant information such as entity name, business address, tax number, date of formation, years in business; transaction information, processing volumes, payment types accepted, address of business locations where payments may be accepted; and information about who owns and controls the sub -merchant. It shall be your sole responsibility to provide us with all required information, to ensure the accuracy and completeness of the information provided, to provide us with timely and accurate updates if your information changes, and to make the required acknowledgements and authorizations related to Payment Services as described in the Sub -Merchant Agreement. We (and our Processor, as applicable) will base underwriting decision on the information provided. If, after approval, we discover that certain information provided in the SMAA was false, incomplete, misleading or inaccurate, as determined by us or our Processor, we reserve the right to suspend or terminate Payment Services immediately at our discretion. If you pass underwriting and your application is approved, then your SMAA will automatically convert to a Sub -Merchant Agreement which incorporates these Payment Terms & Conditions (and other documents forming the Agreement) by reference. Underwriting approval and conversion of your application to a Sub -Merchant Agreement may occur without notice to you. Your failure to notify us of changes to your business may be considered a material breach of the Sub -Merchant Agreement. You expressly authorize us to make business and/or personal credit inquiries (including, without limitation, credit report inquiries into your directors, officers and principals), identity -verification inquiries, transaction -verification inquiries (including, without limitation, contacting End Users to verify transactions), and any other inquiry or background check that we consider reasonably necessary as related to our provision of the Payment Services. You further agree to provide us with any information or documentation requested by the Processor, the Card Brands and/or the bank(s). 4. DESIGNATION AS LIMITED PAYMENTS AGENT. By entering into this Sub -Merchant Agreement, you are appointing us as your limited payments agent for the sole purpose of receiving, holding and settling payments made to you for your goods and services as validly entered in and through our system or platform. We will settle payments that are actually received by us to you, less any amounts owed to us, including fees and other obligations, and subject to the terms and conditions of the Agreement, including without limitation, this Sub -Merchant Agreement. You agree that a payment received by us on your behalf satisfies an End User's (i.e., a payor's) obligation to make payment to you, regardless of whether we actually settle the payment to you. If we do not settle the payment to you, you will only have recourse against us and not the End User, as payment is deemed made by an End User to you upon constructive or actual receipt of funds by us. We will process transactions in accordance with your written instructions, the agreement(s) in place with us or End Users, and applicable law, rules or regulations. ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 04APR2022-CE-V02 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F 5. DESIGNATED ACCOUNT. You will be required to open and maintain a business bank account with a U.S.-chartered bank (your "Designated Account," or, if you have more than one account, your "Designated Accounts"). Each sub -merchant entity must have its own Designated Account and the name on the Designated Account must match the sub -merchant's legal entity name or registered doing -business -as name. All remits or other deposits to you as associated with Payment Services will be made into your Designated Account(s). 6. PROHIBITED ACTIVITIES. In receiving Payment Services, you shall not, through yourself or a third party: (a) submit any transaction to us that was previously charged back and subsequently returned to you, irrespective of cardholder approval; (b) knowingly submit any transaction that is illegal or that you should have known was illegal (you acknowledge that such transaction must be legal in both your and the cardholder's jurisdiction); (c) submit a transaction that you know, or should have known, is either fraudulent or not authorized by the cardholder; (d) require a cardholder to complete a postcard or similar device that includes the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed, nor request a Card Verification Value 2 ("CVV2") for a card -present transaction, nor retain or store any portion of the magnetic -stripe data subsequent to the authorization of a sales transaction, nor any other data prohibited by the Card Brands operating regulations or this Sub -Merchant Agreement, including CVV2; (e) add a surcharge to transactions except as expressly permitted by, and in full compliance with, the Card Brands operating regulations; (f) charge a minimum or maximum amount for a transaction unless expressly authorized by, and in full compliance with, the Card Brands operating regulations; (g) disburse funds in the form of cash unless you are participating in full compliance with a program supported by a Card Brand for such cash disbursements and in full compliance with the Card Brand's operating regulations; (h) submit a transaction that does not result from an act between you and a cardholder; (i) accept a card issued by a U.S. issuer to collect or refinance an existing debt, unless expressly authorized by, and in full compliance with, Card Brand operating regulations; 0) request or use a card account number for any purpose other than as payment for your goods or services; (k) add any tax to transactions, unless applicable law expressly requires that you are permitted to impose a tax (in such event, any tax amount, if allowed, must be included in the transaction amount and not collected separately); (I) process transactions for, receive payments on behalf of, or redirect payments to a third party (unless required by law); (m) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble, in any way, any portion of the Payment Services; (n) interfere with or violate any other of our services or End User's right to privacy or other rights, or harvest or collect personally identifiable information about End Users without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data -mine; (o) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (p) transmit or otherwise make available in connection with the Payment Services any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) interfere with or disrupt the operation of the Payment Services, or the servers or networks that host the Payment Services or make them available, or violate any requirements, procedures, policies, or regulations of such servers or networks; (r) sell, license, or exploit for any commercial purposes any use of or access to the Payment Services other than as permitted by us; (s) forward any data generated from the Payment Services without our prior written consent; (t) sublicense any or all of the Payment Services to any third party; and/or (u) transfer or assign your account password or credentials, even temporarily, to a third party. We reserve the right to monitor you and your End User's use of the Payment Services to ensure compliance with the Agreement including, without limitation, this Sub -Merchant Agreement and applicable law. If we determine that you are not in compliance with the Sub -Merchant Agreement, we reserve the right to take appropriate remedial action including, without limitation, suspending or terminating Payment Services, or suspending or terminating your access to the system or platform. In receiving Payment Services, you further acknowledge, represent and warrant that you will not make Payment Services available to (i) any person who appears of the U.S. Department of Treasury Office of Foreign Assets Control Specially Designated Nationals list; (ii) any person who is less than 18 years of age; (iii) any person or entity who has been previously terminated for cause by us, or any of our affiliates; and (iv) who is not domiciled in the U.S. 7. SUB -MERCHANT REPRESENTATIONS. You represent and warrant that (a) you are at least 18 years of age; (b) if an individual account, you are a sole proprietorship validly existing in the United States, Canada, or its territories, and if an entity, that the entity was validly formed, registered and is in good standing in at least one of the fifty United States, Canada, or its territories; (c) you have never been placed on the MasterCard MATCH system or the Combined Terminated Merchant File, and if so, you have disclosed this to us; and (d) all transactions are bona fide and no transaction involves the use of a Card for any purpose other than the purchase of goods or services from you. 8. END USERS. We are not a party to any contract or business relationship that you may have with End Users, and we shall have no obligations or liability under any such agreement or business relationship. You are solely responsible for your own products and services, and for the content and legality of your own contracting documents with End Users ("End User Agreements"). Notwithstanding the foregoing, to the extent we determine that the language in your End User Agreement is inadequate to protect our interests or authorize Payment Services (and, specifically, the billing of End User accounts for your products and/or services), we may require you to include a payment authorization provision acceptable to us in your End User Agreement. If you fail to include such a provision in your End User Agreements, we may consider this a material breach of the Sub -Merchant Agreement and/or suspend Payment Services (permanently or temporarily) based on your non-compliance. We make no representations or guarantees with respect to End User fund availability, that a transaction is or will be authorized or processed, or that a transaction will not later result in a chargeback or reversal. If we are providing you with "fully -managed" ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 04APR2022-CE-V02 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F Payment Services, then, in addition to your other authorizations, you expressly authorize us to contact your End Users at the telephone number listed in their End User Agreement, or at the End User's contact information available in the system or platform, about any matter pertaining to billing or payment on the End User's account including, without limitation, communications about past due balances that may be owed. It shall be your sole responsibility to obtain End User consent for such communications in writing, making clear that these communications may take place by phone, email, text or voicemail message using pre-recorded voice messages or an automatic telephone dialing system. You agree to defend, indemnify and hold us harmless for any liability related to or arising from our interactions with your End Users including, without limitation, our communications with your End Users about matters related to Payment Services. 9. REGULATORY STATUS. In providing Payment Services to you, we are your designated agent for certain payment facilitation services, as integrated with our proprietary technologies, but always acting at your direction in accordance with the contracts that have been entered into including, without limitation, the Sub -Merchant Agreement. We are not a bank, money transmitter or other money services business. The Payment Services that we offer and the payment transactions that we help to facilitate involve the use of our own proprietary technologies and the efforts of third parties such as banks, the Card Brands, and our Processor. 10. TERM; TERMINATION OF PAYMENT SERVICES. The term of this Sub -Merchant Agreement will run concurrently with the Term as described in your Agreement. As applicable, if we have entered into a Master Vendor Agreement with your franchisor, then the term of this Sub -Merchant Agreement will run concurrently with the Term as described in the Master Vendor Agreement. We shall have the right to terminate this Sub -Merchant Agreement at any time for any reason, or for no reason, and shall have no liability to you for any such termination. Upon termination, you shall immediately cease using the Payment Services. We shall have the right to delete your Designated Account information upon termination of the Sub -Merchant Agreement, but we shall also have the right, at our choosing, to retain copies of such information for up to five (5) years at our cost. This Sub -Merchant Agreement shall terminate immediately if a bank, the Card Brands or our Processor require us to terminate the Sub -Merchant Agreement. Upon termination of Payment Services for any reason, you shall remain liable for any and all outstanding Fees owed. 11. TAXES. It is your sole responsibility to determine what, if any, taxes apply to the sale of your products and services, or the payments you receive in connection with your use of our Payment Services ("Taxes"). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper taxing authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we will satisfy all IRS reporting requirements as required by law, including providing the IRS with an information return on your card transactions and third -party network transactions. We will also comply with any lawful orders, garnishments or tax levies associated with your account. This provision shall be read in conjunction with, and not in conflict of, any tax -related provision in the Terms of Service. 12. CARD BRAND RULES. If you accept cards issued by any of the major Card Brands, then in addition to these Payment Terms and Conditions, you will also be obligated to comply with Card Brand rules and regulations, the terms of which are incorporated by reference herein. The operating regulations for each of the major Card Brands can be accessed at the links below: ■ VISA: usa.visa.com/merchants/operations/oiD reaulations.html ■ Mastercard: httr)s://www.mastercard.us/en-us/business/overview/su000rt/rules.html ■ American Express: www.americanexpress.com\merchantooquide ■ Discover: htti3s://www.discovernetwork.com/en-us/faa ■ For transactions involving ACH, a copy of the NACHA operating rules and guidelines are available at www.achrulesonline.orq. Nothing in this Sub -Merchant Agreement shall be read or construed to interfere with or lessen the right of the Processor, the bank(s), or the Card Brands to terminate this Sub -Merchant Agreement; and, if this occurs, such termination shall not be considered a material breach of the Agreement by us. In the event of a conflict between this Sub -Merchant Agreement and the Card Brand's operating regulations, the Card Brand operating regulations will control. With respect to the Card Brand operating regulations, you acknowledge and agree that: (a) you will be responsible for the actions of your employees and agents; (b) you will comply with all applicable laws and regulations and all applicable parts of the operating regulations, including those parts regarding the ownership and use of Card Brand marks; (c) you will notify us, as your payment facilitator, of any third -party that will have access to Cardholder Data; (d) you will comply with, and will contractually require your suppliers and agents to comply with, the provisions of the Cardholder Information Security Program (CISP) and PCI DSS, or other security program as required by a Card Brand and demonstrate compliance with these security obligations; and (e) Card Brands may conduct, or direct another party to conduct, an audit of you at any time, and you must comply in all material respects with such audit until its completion. 13. AMERICAN EXPRESS OPT -BLUE PROGRAM. The following provision only applies if you are participating in the American ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 04APR2022-CE-V02 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F Express Opt -Blue Program, as controlled by the American Express OptBlue Program operating regulations. As a participant in the American Express Opt -Blue Program: (a) you must comply with, and accept American Express cards in accordance with the terms of this Sub -Merchant Agreement and the American Express Merchant Operating Guide, as such terms may be amended from time to time; (b) you acknowledge that the American Express Merchant Operating Guide is incorporated by reference into this Sub -Merchant Agreement and is available online here; (c) you expressly authorize us to submit transactions to, and receive settlement from, American Express on your behalf; (d) you expressly consent to our collection and disclosure of transaction data, Sub -Merchant Data, and other information about you to American Express, and to American Express using such information to perform its responsibilities in connection with the American Express Program, promote the American Express network, perform analytics and create reports, and for any other lawful business purposes, including commercial marketing communication purposes within the parameters of the program agreement, and important transactional or relationship communications from American Express. In addition, you acknowledge and agree that: (i) you may opt -out from receiving future commercial marketing communications from American Express; (ii) you may be converted from the American Express Program to a direct card acceptance relationship with American Express if and when you become a high CV merchant in accordance with Section 10.5, "High CV Merchant Conversions," and upon conversion, you will be bound by American Express' then -current Card Acceptance Agreement and American Express will set pricing and other fees payable by you for card acceptance; (iii) American Express may use information obtained in the SMAA at the time of setup to screen, communicate and/or monitor you in connection with card marketing and administrative purposes; (iv) you shall not assign to any third party any payments due to you under your respective End User Agreement, and further agree that all indebtedness arising from charges will be for bona fide sales of goods and services (or both) at your establishments and free of liens, claims, and encumbrances other than ordinary sales taxes, provided, however, that you may sell and assign future transaction receivables to us, our affiliated entities and/or any other cash advance funding sources who partner with us or our affiliated entities without consent of American Express; (v) American Express is a third -party beneficiary to this Sub -Agreement and retains all rights, but not obligations, in the Sub - Merchant Agreement that will fully provide American Express with the ability to enforce the terms of the Payment Facilitator's Sub -Merchant Agreement against you; (vi) you may opt out of accepting cards at any time without directly or indirectly affecting your rights to accept other payment products; (vii) we may terminate your right to accept cards if you breach any of the provisions in this Section or the American Express Merchant Operating Guide; (viii) we have the right to immediately terminate the Sub -Merchant Agreement for cause, for fraudulent or other activity, or upon American Express' request; (ix) your refund policies for purchases on a card must be at least as favorable as your refund policy for purchases on any other payment products, and you further agree that the refund policy be disclosed to cardmembers at the time of purchase and in compliance with applicable law; (x) you are prohibited against billing or collecting from any cardmember for any purchase or payment on the card unless chargeback has been exercised, you have fully paid for such charge, and you otherwise have the right to do so; (xi) you must comply with applicable laws, rules and regulations relating to the conduct of your business, including the DSR and PCI DSS, each as described in Chapter 15, "Data Security;" (xii) you will report all instances of a data Incident immediately to us after discovery of the incident; (xiii) you will cease all use of, and remove American Express' licensed marks from your website and wherever else they are displayed upon termination of this Sub -Merchant Agreement or your participation in the Program; (xiv) you will ensure data quality and agree that transaction data and customer information will be processed promptly, accurately and completely, and will comply with the American Express technical specifications; and (xv) you are solely responsible for being aware of and adhering to privacy and data protection laws and will provide specific and adequate disclosures to cardmembers on the collection, use, and processing of personal data. 14. PCI DSS. We have implemented certain technical and procedural safeguards to keep Cardholder Data safe and will continue to comply with Payment Card Industry Data Security Standards (" PCI DSS") as a Level 1 service provider to the extent we store, process or transmit Cardholder Data on your behalf. As a sub -merchant, you also have certain PCI DSS obligations to help keep Cardholder Data safe. Please visit this link to learn more about what you can and should do to protect payment transactions at your place of business. We reserve the right to suspend Payment Services for as long as we deem reasonably necessary to investigate suspicious or unusual activity associated with your account, and we shall have no liability to you for any losses that may be attributable to the period of suspension. Similarly, if you know or have reason to believe there has been a security intrusion that has or may result in unauthorized access to Cardholder Data, you must notify us immediately. 15. PROCESSING LIMITS. We reserve the right to assign a maximum dollar amount ("Processing Limit") per sales ticket and an aggregate maximum dollar amount of card and ACH transactions per calendar month to your account. If we assign a Processing Limit, we will communicate it to you in writing. 16. MERCHANT SERVICES AGREEEMENT WITH PROCESSOR. In the event you process more than $1,000,000 in Visa transactions and/or $1,000,000 in MasterCard transactions (or such other amount as provided by the Card Brand's operating regulations) in any twelve month period ("Benchmark Amount"), then in addition to this Sub -Merchant Agreement with us, you may also be required to enter into a "Merchant Services Agreement for Sub -Merchants" with our Processor, the terms of which will be independently enforceable by our Processor. 17. NEGATIVE ACCRUALS. We reserve the right to collect a "Negative Accrual Fee" if your account goes negative during any given remit cycle. For clarity, we will only assess the Negative Accrual Fee once during a remit cycle period regardless of the number of times your account actually goes negative during that period. A "Negative Accrual" occurs where the total liabilities ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 04APR2022-CE-V02 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F associated with your account exceed the total available funds in the account during a given remit cycle. 18. ADVANCES. An advance is any disbursement of funds prior to the regularly scheduled remit date. Any requests for an advance will be considered on a case -by -case basis although, as a general policy, we will not honor advance requests. Any advance request must be sent to us in writing. If an advance is granted, you agree to pay a "Remit Advance Fee" for each advance provided. 19. RECONCILIATIONS; ERROR REPORTING. You are responsible for reconciling your transaction history or remit reports with your actual transactions and you agree to notify us of any errors or discrepancies (each an "Error"). We will investigate reported Errors and attempt to promptly rectify them. In the event you are owed money as a result of an Error, we will transfer funds to your Designated Account at the next scheduled remit or pay -out cycle. Errors not reported to us within 60 days from when they first appear on your transaction history or remit report will be deemed waived. 20. SALES TRANSMITTALS. You will retain a copy of the sales transmittal for the completed transaction for 25 months or such longer period as the Card Brand operation regulations may require. Within three business days of our request, you will produce copies of sales transmittals and other transaction evidence. 21. RECURRING TRANSACTIONS. You will be required to obtain an End User's prior written consent for recurring transactions. In obtaining such consent, End Users should be made aware of the product or service they are purchasing, the frequency of charges, the length of the contract's term, and clear notice about how to properly cancel the recurring charges. 22. ACH PROCESSING. To enable you to make and accept ACH payments, you authorize us to originate credit or debit records for the purpose of a funds transfer into the ACH network ("Entries"). We will use reasonable efforts to originate Entries on your behalf in accordance with the Sub -Merchant Agreement. You must only submit Entries for bona fide transactions with your End Users made in the ordinary course of business. All disputes between you and any of your End Users relating to any ACH transaction must be resolved between you and them. If we receive any notice of an ACH dispute or NACHA inquiry, we will forward such notice directly to you. We bear no financial responsibility for any disputed transaction. If we respond to a dispute or transaction inquiry on your behalf, you consent to pay our additional fees associated with these services. 23. REFUNDS; RETURNS. You agree to process returns of and provide refunds and adjustments for products and/or services in accordance with your End User Agreements. In managing refunds and returns, you agree to: (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to End Users at the time of purchase; (c) not give cash refunds to an End User in connection with a card sale unless required by law; and (d) not accept cash or any other item of value for preparing a card sale refund. Your refund policies should be the same for all payment methods and should specifically include a requirement for prompt payment of refunds in order to mitigate chargeback risk. 24. CHARGEBACK LIABILITY. For any transaction that results in a chargeback, we may withhold the chargeback amount in a reserve account. You grant us authorization to recover the amount of any chargeback and any associated fees, fines, or penalties listed in the Agreement, your End User Agreements, or assessed by a Card Brand or Processor. If you have pending chargebacks, we may delay payouts as necessary. Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from remits otherwise due to you until such time that (a) the chargeback is assessed due to an End User (cardholder) complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which the End User (cardholder) may dispute that the transaction has expired; or (c) we determine that a chargeback on the transaction will not occur. If we are unable to recover funds related to a chargeback for which you are liable, you agree to pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys' fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you. 25. RESERVE; SECURITY INTEREST. Where deemed necessary or appropriate by us or our sponsor bank, we (or our sponsor bank) shall create a reserve account ("Reserve") in order to protect us or the sponsor bank from actual or potential liabilities under this Sub -Merchant Agreement. The Reserve will be in an amount determined by us in our sole and absolute discretion to cover anticipated chargebacks, returns, unshipped product and/or unfulfilled services or credit risk based on your processing history. The Reserve may be raised, reduced or removed at any time by us (or at the direction of our sponsor bank). Where the Reserve is not adequately funded, you shall pay all amounts requested by us for the Reserve within one business day of a request for such amounts and we may build the Reserve by offsets from Remits, transaction settlements or by debiting by ACH any of your Designated Accounts with available funds. You hereby grant us a security interest in and lien on any and all funds held in any Reserve, and also authorizes us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Sub -Merchant Agreement, including without limitation, for any reversals of deposits or transfers. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to the Reserve. 26. RECOUPMENT OF FEES. Where Fees are owing by you to us under the Agreement, we shall have the right to immediately, without prior consent or notice, offset or debit such amounts from funds: (a) deposited by you into your Designated Account(s); ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 04APR2022-CE-V02 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F (b) due to you as remits; (c) held in the Reserve; or (d) available in your other payment instrument registered with our sponsor bank (if any). Your failure to pay all Fees owed to us on demand will be a breach of this Sub -Merchant Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, collection agency fees, and interest at the lesser of one -and -one-half percent (1.5%) per month or the highest rate permitted by applicable law. In our discretion, we may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent sub -merchant accounts may be made by us or by a third party acting on our behalf, including but not limited to a collections company. 27. INTELLECTUAL PROPERTY. We reserve all rights not expressly granted to you in the Agreement, including without limitation, this Sub -Merchant Agreement. We own the title, copyright and other worldwide intellectual property rights in the Payment Services and all technology, components, systems, and hardware associated therewith. This Sub -Merchant Agreement does not grant you any rights to our trademarks or service marks, nor may you remove, obscure, or alter any of our trademarks or service marks included in the Payment Services. All comments and suggestions of or concerning the Payment Services provided to you shall be our property and you shall not have any rights therein. 28. INDEMNIFICATION SPECIFIC TO PAYMENT SERVICES. You shall indemnify, defend and hold us and all third parties that assist in providing the Payment Services (including the bank(s), the Card Brands and our Processor), as well as our/their employees, directors, and agents harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in the Sub -Merchant Agreement; (b) your wrongful or improper use of the Payment Services; (c) any transaction submitted by you through the Payment Services (including without limitation the accuracy of any product information or service that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third -party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of any applicable law; or (f) any other party's access and/or use of the Payment Services with your access credentials. 29. NO WARRANTIES. THE PAYMENT SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. USE OF THE PAYMENT SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PAYMENT SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON -INFRINGEMENT. 30. LIMITATION ON LIABILITY. WE SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF SALES, GOODWILL, PROFITS OR REVENUES. OUR LIABILITY UNDER THIS SUB -MERCHANT AGREEMENT FOR ANY CLAIM SHALL NOT EXCEED $5,000. WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED DIRECTLY OR INDIRECTLY BY: (A) YOUR ACT OR OMISSION, OR THE ACT OR OMISSION OF ONE OF YOUR AFFILIATES OR END USERS; (B) YOUR USE OF OR INABILITY TO USE THE PAYMENT SERVICES; (C) DELAYS OR DISRUPTIONS IN THE PAYMENT SERVICES; (D) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE PAYMENT SERVICES; (E) BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE PAYMENT SERVICES; (F) ACT OR OMISSIONS OF THIRD PARTIES; (G) A SUSPENSION OR OTHER ACTION TAKEN IN ACCORDANCE WITH THE TERMS OF THIS SUB - MERCHANT AGREEMENT; (H) OUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR DIMINISHED ABILITY TO DO BUSINESS AS A RESULT OF CHANGES TO THIS SUB -MERCHANT AGREEMENT OR OUR POLICIES OR PAYMENT SERVICES MADE IN ACCORDANCE WITH THIS SUB -MERCHANT AGREEMENT OR APPLICABLE LAW; (1) ANY BREACH BY YOU OF THIS SUB -MERCHANT AGREEMENT; (J) INCORRECT OR INCOMPLETE TRANSACTION INFORMATION; OR (K) OUR ELECTION TO SUSPEND PROVIDING PAYMENT SERVICES ON THE BASIS OF OUR LEGAL, COMPLIANCE, OR RISK POLICIES. 31. TIME LIMIT TO INITIATE A DISPUTE. Unless otherwise required by law, an action or proceeding by you relating to any dispute or claim by you under this Sub -Merchant Agreement must commence within one year after the cause of action accrues, failing which you forego any rights in respect thereof. 32. CONFIDENTIALITY. Unless otherwise required by law, you shall, and shall cause your affiliates to, hold in strict confidence at all times following the date hereof all of our, our bank's or our Processor's Confidential Information, and neither you nor any of your affiliates shall use such Confidential Information for any purpose other than for the performance of your duties and obligations hereunder. If you breach, or threaten to breach, any of the provisions of this section, in addition to any other rights we may have, including a claim for damages, we shall have the right to have the provisions of this section specifically enforced, and your breach or threatened breach enjoined, by any court of competent jurisdiction, without presentment of a bond (such requirement being expressly waived by you), it being agreed that any breach or threatened breach of this section would cause irreparable harm to us in that money damages would not provide an adequate remedy. 33. PERSONAL GUARANTY. If an individual executes this Sub -Merchant Agreement on your behalf as a guarantor, then such individual personally guarantees performance by you hereunder, shall be deemed to be a guarantor for all purposes, and shall ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 04APR2022-CE-V02 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F be joint and severally liable with you for all of your liabilities under the Sub -Merchant Agreement. 34. INDEPENDENT CONTRACTOR. The relationships of the parties to this Sub -Merchant Agreement shall be solely that of independent contractors, and nothing contained herein shall be construed otherwise. Nothing in this Sub -Merchant Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors. 35. ASSIGNMENT. You may not assign or otherwise transfer any or all of your rights or obligations under the Sub -Merchant Agreement without our prior written consent, and any assignment without such prior written consent will be null and void. We may assign any of our rights or obligations hereunder to a third party without written notice to you. 36. OTHER AGREEMENT TERMS; CONFLICT. Upon SMAA acceptance, this Sub -Merchant Agreement shall be considered incorporated by reference into your overall Agreement with us. To the extent any provision of this Sub -Merchant Agreement directly conflicts with any other provision of the Agreement, then the Sub -Merchant Agreement's terms shall be deemed to control. 37. COST REVIEW & POTENTIAL ADJUSTMENT. We will conduct a quarterly review of the overall card processing costs. The first review will begin six (6) months after the initial implementation. If there is a material increase in card processing costs, we reserve the right to increase fees associated with Payment Services. ©2022 Vermont Systems. All Rights Reserved. Template: CNT-VS-QM-SA Payment Service Terms and Conditions 04APR2022-CE-V02 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F �/ ) VERMONT SYSTEMS SCHEDULE A: PAYTRAC PAYMENT SERVICE RATES & FEES* Customer / Sub -Merchant: City of Clermont (FL) Payment Facilitator: RecTrac, LLC d/b/a Vermont Systems Payment Processor: WorldPay, LLC Sponsor Bank: Fifth Third Bank Funds received by 11:59 pm ET will be deposited in Customer's designated account within three (3) business days * Customer acknowledges and accepts that VS will collect its fees and charges for Payment Service directly from the EFT/ACH draft associated with the business location. ** VS is not responsible for funding delays due to weekends, federal holidays or Force Majeure events or incidents. *** Daily settlement cut-off times are Midnight local time. FLAT RATE MODEL Mastercard Per electronic authorization $ 0.25 Visa Per sale transaction $ 0.25 Discover Credit card account updater fee $ 1.00 If & when available and option selected/elected AMEX Per chargeback request or return processed $ 25.00 Mastercard -Visa -Discover -AMEX acquired gross purchase sale % M 2.65 % Template: CNT-VS-QM-SA Payment Services Rates and Fees 04APR2022-CE-V01 ©RecTrac, LLC All rights reserved. 9 Last Revision: 08/24/2023 Docusign Envelope ID: 80DE3E5B-6FA5-4BCF-B6A8-B4FBF583DE2F �/ ) VERMONT SYSTEMS ACH / e-Check ACH fee per sale transaction $ 1.00 Processing ACH account updater fee $ 0.50 INSTANCE -BASED FEES Per fiscal day overdraft fee $ 110.00 Funding Fees Per wired funds transfer $ 15.00 Per ACH credit / debit per funds transfer $ 0.10 PCI Non-compliance Fee (Monthly rate) per MID, to be assessed if the $ 25.00 Customer is found to be PCI non -compliant, not to exceed $75.00 total. NOTES SERVICE FEE MODEL Mastercard Credit card account updater fee If & when available and option selected/elected Visa Per chargeback request or return processed Discover Mastercard -Visa -Discover -AMEX acquired gross purchase sale % AMEX Customer: City of Clermont (FL) E4DocuSigned by: , akk" 31F57D413554D6.- By: Freddy Suarez (Print Name) Its: Procurement Services Director (Title) 7/17/2024 Date: $ 1.00 $ 25.00 0 3.00 Vermont Systems: RecTrac, LLC d/b/a Vermont Systems wDo�c�uSignedby: ,�, 1A D56F2EAECDD044D... By: Patrick Hayden Its: President Date: 7/23/2024 Template: CNT-VS-QM-SA Payment Services Rates and Fees 04APR2022-CE-VOl ©RecTrac, LLC All rights reserved. 12 Last Revision: 9/9/2022