HomeMy WebLinkAboutCSG FORTE PAYMENTS, INC. INSURANCE NOT ON FILE A-2026-055
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MATE: MAY 14 2026 PAYMENT PROCESSING AGREEMENT
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This Payment Processing Agreement("Agrecincri),including all applicable appendices and addendums
hereto,is made by and between CSG Forte Payments,Inc.,a Delaware corporation with its primary
business address at 2121 Providence Drive,Suite 151,Fort Worth,TX 76106 ("FORTE"or"Party"), and
City of Santa Ana,with its primary business address at 20 Civic Center Plaza, Santa Ana,CA 92701
("AGENCY"or"Party"or"Merchant'),and is effective upon the date last signed below(the"Effective
Date"). FORTE provides payment processing and related products and services including but not limited to
Automated Clearing House C ACH"),credit and debit card processing, account verification and customer
identification(collectively and individually,as applicable, the"Services")to AGENCY who provides
services to,or otherwise has a business relationship with, individuals and other entities ("Constituents"or
"Customer").
1. GENERAL
The Agreement shall consist of these terms and conditions, each of the Appendices attached hereto if
applicable,and all modifications and amendments thereto. Under the terms of the Agreement,
AGENCY will be furnished with the Services described in the Agreement and attached Appendices
which are selected by Agency and approved by FORTE. For any terms herein that are specifically
applicable to any particular Service offered by FORTE,only the terms and conditions that apply to the
specific Service(s)requested by AGENCY at any given time shall apply. Some capitalized terms which
are not defined herein have specific definitions provided in Appendix A, attached hereto and
incorporated by this reference_
2. USAGE
2.1 Use License. Sut jcct to the terms and conditions of this Agreement,FORTE hereby grants to
AGENCY a non-exclusive and non-transferable license to access and use the Service(s)contracted for
and AGENCY hereby accepts such license and agrees to utilize and access the Services in accordance
with the practices and procedures established by FORTE,which may be amended from time to time in
accordance with this Agreement. AGENCY may use the Services(a)for its own internal business
purposes and operations,and/or(b)as a service provided to its Constituents,unless otherwise agreed by
FORTE in writing. AGENCY agrees that it will not transmit any material through FORTE's systems in
violation of any applicable Law or Rule. FORTE reserves the right to use all means necessary to
monitor AGENCY's actions in the event of a real or perceived security risk_
2.2 Use of Proprietary Property.No license or right to use,reproduce,translate,rearrange,modify,
enhance, display, sell,lease, sublicense or otherwise distribute,transfer or dispose of any of FORTE's
Proprietary Property, as defined in Section 3 below,in whole or in part, is granted except as expressly
provided by this Agreement. AGENCY shall not reverse engineer, decompile or disassemble the
Proprietary Property. Additionally,nothing in this Agreement shall be construed to provide AGENCY
with a license of any third-party proprietary information or property.
2.3 Acceptable Use. AGENCY agrees to comply with the reasonable and acceptable use policies
and Rules of any networks accessed by AGENCY through the Services. FORTE reserves the right to
deny access to,or close any account AGENCY has with FORTE which,in FORTE's opinion,is causing
or may cause,harm to or negatively affect a FORTE server or third-party network accessed through
FORTE_ In the event of such an occurrence,FORTE shall make reasonable efforts to notify AGENCY
prior to taking any such action but is not required to do so.
2.4 User and System Security.AGENCY shall ensure that its Users comply with all applicable
requirements of this Agreement. AGENCY is responsible for protecting the confidentiality of any and
all passwords and credentials provided to AGENCY by FORTE for the purpose of utilizing the Services
or other forms of access to AGENCY's accounts with FORTE. AGENCY is responsible for the security
of its systems, locations and equipment used in processing Transactions under this Agreement and for
developing security procedures and training its employees on the procedures. AGENCY expressly
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assumes responsibility for the acts or omissions of all Users on its account(s)with FORTE and for User
access to FORTE's systems either directly or through software.
2.5 Use of Information and Data. AGENCY acknowledges and agrees that all information
submitted by AGENCY to FORTE in order for FORTE to provide the Services to AGENCY or
otherwise contributed by AGENCY pursuant to the Services (including Transaction results), is held in
FORTE's database and may be used by FORTE for the purpose of providing the Services to
AGENCY's Constituents in compliance with all applicable Laws and Rules, including in accordance
with the federal Fair Credit Reporting Act("FCRA"). Further, FORTE may track,review, compile,
store and use any information or data received from AGENCY as part of a Transaction or information
or data received from a Payment Association or financial institution regarding a Transaction for
regulatory compliance or any other legally permissible purpose. Without limiting the foregoing,
AGENCY agrees and acknowledges that FORTE may use the routing numbers, account numbers and
other PH submitted by AGENCY as well as Transaction results provided to or received by FORTE for
the purpose of supporting FORTE's fraud detection,account validation and verification, and/or other
commercially available services.
3, OWNERSHIP
All computer programs, trademarks, service marks,patents, copyrights,trade secrets,know-how, and
other proprietary rights in or related to the Services (the"Proprietary Property"), are and will remain the
sole and exclusive property of FORTE, whether or not specifically recognized or perfected under
applicable Law. FORTE shall own all rights,title and interest, including all intellectual property rights,
in and to any improvements to the existing Services and/or any new programs,upgrades,modifications or
enhancements developed by FORTE in connection with rendering Services to AGENCY, even when
refinements and improvements result from AGENCY's request_ To the extent, if any, that ownership in
such refinements and improvements does not automatically vest in FORTE by virtue of this Agreement
or otherwise,AGENCY hereby expressly transfers and assigns to FORTE all rights,title, and interest
which AGENCY may have in and to such refinements and improvements. All reference to any of
FORTE's service marks, trademarks,patents or copyrights, or those of FORTE's partners or vendors,
shall be made in compliance with the requirements, including periodic updates thereto, as provided at
http:4/wNvW-fortc.net/tradcmark.
4. CONFIDENTIALITY
The Parties acknowledge that,by virtue of this Agreement,each has been and will continue to be
entrusted with certain Confidential Information(as defined in Ap9endix A)pertaining to the other's
business, including,but not limited to,proprietary information developed by, acquired by, or licensed to
each Party. Each Party agrees that,except to the extent and in the manner necessary to perform its duties
hereunder, it will not disclose to others or use for its own benefit any Confidential Information of the
other Party and it will hold all Proprietary Property, as defined herein,confidential in perpetuity_
Additionally,in the course of providing and receiving the Services,each Party acknowledges that it may
receive or have access to PH- as more fully defined in Ap 2endix A). As such, each Party shall: (i)keep
all PH in strict confidence, with the degree of care necessary to avoid unauthorized access,use or
disclosure; 00 use PH solely and exclusively for the purposes prodded in this Agreement; iii
implement administrative,physical and technical safeguards to protect PH that are at least as rigorous as
accepted industry practices; and(iv)have in place a program that complies with applicable legal
requirements regarding PH, including, if applicable,PCI standards for data security.
Except with respect to Personal Information,this Section 4 will not apply to Confidential Information
that(i)was already available to the public at the time of disclosure, (ii)becomes generally known to the
public after disclosure to the other Party, through no fault of the other Party,(iii)is disclosed under force
of law, applicable regulation, governmental regulation or court order, or(iv) is required to be disclosed
by a banking partner,an Acquirer or an applicable Payment Network.
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5. TERM AND TERMINATION
5.1 Term. This Agreement shall have an initial term of one(1)year(the"Initial Term").
Thereafter, this Agreement may be renewed for four(4)additional one(1)year terms(each a"Renewal
Term"and together with the Initial Tenn,the"Tenn of the
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than sixty(60)days'prior written notice of termination o the other Party.leer Party provides not less
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5.2 Termination for Material Breach. In the event of a material breach of this Agreement by one
Party and failure to cure within thirty(30)days of receipt of written notice of the breach, the other Party
may terminate immediately by providing written notice of termination-
5.3 Termination with Notice. FORTE may terminate this Agreement with prior notice in the event
(i) there is a material adverse change to AGENCY or its financial condition; n AGENCY experiences
Excessive Chargebacks pursuant to Section 6.12 herein; or iii AGENCY is in violation of any
applicable Law,Rule or regulation. Notwithstanding the foregoing,FORTE reserves the right to
suspend AGENCY's receipt of Services under section 6.17 in conjunction with sending notice of intent
to terminate AGENCY's account.
5.4 Termination without Notice. FORTE may immediately terminate this Agreement without prior
notice in the event(i)that it determines AGENCY has experienced an actual or suspected data security
breach; (ii)FORTE is instructed to terminate the Agreement by a financial institution, Acquirer or
Payment Network;or(iii) FORTE observes irregular, suspicious or fraudulent Transaction activity on
AGENCY's account that is reasonably determined to expose FORTE to risk of financial,reputational,
or other measurable loss. Notwithstanding the foregoing, FORTE may, in its own discretion,
temporarily suspend AGENCY's receipt of Services prior to terminating AGENCY's account.
6. TRANSACTION PROCESSING
6.1 Accepting Transactions. FORTE shall process credit card, debit card and ACH Transactions on
AGENCY's behalf on a 24-hour basis. Transactions which are received before the daily designated cut-
off time will be originated for settlement through the corresponding Payinent Network. Transactions
which are received after the designated cut-off time will be included in the next business day's se ttlemen t
processing.
6.1.1 Sale Transactions. If a Transaction is sent to FORTE as a sale of goods or services it will
automatically be captured for settlement in time for the next designated cut-off time
6.1.2 Authorization-Capture Transactions. If a Transaction is sent to FORTE for
Authorization(as more fully defined in Appendix onl
Ay or for delayed processing,then it
will be the responsibility of AGENCY to submit a corresponding"capture" Transaction
within forty-eight(48)hours of the Authorization in order to complete the Transaction
process for settlement. Transactions which are not captured within forty-eight(48)hours
of Authorization are untimely and may be rejected by FORTE.
6.2 Transaction Format. FORTE is responsible for processing only Transactions which are received
and approved by FORTE in the proper format, as established by FORTE.
6.2.1 Card Not Present Transactions. For card-based Transactions in which the card is not
present,AGENCY must obtain and include as part of the Authorization request the three
(3)or four(4)digit validation code and the cardholder's billing address information.
6.3 AGENCY Account. In order to provide Transaction processing services,FORTE may need to
establish one(1)or more service accounts on AGENCY's behalf or require AGENCY to establish a
service account with a third party provider subcontracting with FORTE.
6.4 Limited-Acceptance Agency. If appropriately indicated on AGENCY's application with
FORTE, AGENCY may be a Limited-Acceptance Agency, which means that AGENCY has elected to
accept only certain Visa and MasterCard card types(i.e.,consumer credit, consumer debit, and
commercial cards)and must display appropriate signage to nidicate the same. FORTE and its associated
credit card Acquirer have no obligation other than those expressly provided under the Rules of a
Payment Network and applicable Law as they may relate to limited acceptance. AGENCY,and not
FORTE or Acquirer, will be solely responsible for the implementation of its decision for limited
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acceptance, including but not limited to policing the card typc(s)accepted at the point of sale_
6.5 Bona Fide Sales. AGENCY shall only complete Transactions produced as the direct result of
bona fide sales made by AGENCY to cardholders, and AGENCY 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 AGENCY, for purposes related to financing
terrorist activities or for purposes that may be used as part of a scheme which violates any law governing
the use of the Services which may include but not be limited to Bank Secrecy Act or USA Patriot Act.
6.6 Setting Limits on Transaction Amount. AGENCY may set a minimum Transaction amount to
accept a card that provides access to a credit account,under the following conditions: the minimum
Transaction amount does not(i)differentiate between card issuers iz differentiate between
MasterCard,Visa,or any other accepted brand; and iii)exceed ten dollars (or any higher amount
established by the Federal Reserve). AGENCY may set a maximum Transaction amount to accept a
card that provides access to a credit account,under the following conditions: AGENCY is(i) a
department, agency or instrumentality of the U.S.government; (ii)a corporation owned or controlled by
the U.S. government; or(iii)an agency whose primary business is reflected by one of the following
MCCs: 8220, 8244, 8249—SchooIs, Trade or Vocational; and the maximum Transaction amount does
not differentiate between MasterCard, Visa,or any other accepted brand.
6.7 Additional Agreements AGENCY wider stands and agrees that in order to receive the Services,
Agency may be required to enter into additional agreements directly with the Payment Networks or other
third parties.
6.8 Modifying Transactions.AGENCY shall regularly and promptly review all Transactions and
shall immediately notify FORTE upon discovery of any and all discrepancies between the records of
AGENCY compared with those provided by FORTE or AGENCY's bank,or with respect to any
Transaction that AGENCY believes was made erroneously or without proper authorization from the
Constituent or Customer. At AGENCY's request,FORTE will make commercially reasonable efforts to
reverse,modify,void or delete a Transaction after it has been submitted for settlement. All requests must
be made in writing(electronic mail will be deemed as"in writing„for these purposes), signed or sent by
an individual pre-authorized by AGENCY to make such requests and delivered to FORTE. AGENCY
agrees FORTE will not be held responsible for any losses,directly or indirectly,incurred by AGENCY or
other third parties as a result of FORTE's failure to accomplish the request before the Transaction has
been processed through the applicable Payment Network or requested by Agency. for making any necessary changes as
6.9 Delay or Rejection of Transactions. FORTE may delay or reject any Transaction without prior
notification to AGENCY which is improperly formatted, is untimely,or is missing information, which
may cause it to downgrade; or if FORTE has reason to believe such Transaction is fraudulent n,
improperly authorised;or for any reason such delay or rejection is permitted or required under the Rules
or
or regulations. FORTE shall have no liability to AGENCY by reason it the rejection of any such
Transaction_
6.10 Returned Items. FORTE shall make available to AGENCY details related to the receipt of any
Transaction that is returned unpaid or any Transaction which is charged back and shall credit or charge
such returned item to AGENCY's Settlement Account.
6.11 Chargebacks. AGENCY acknowledges and agrees that it is bound by the Payment Networks
Rules with respect to any Chargeback. AGENCY understands that obtaining an authorization from a
Constituent or Customer for any sale shall not constitute a guarantee of payment, and such sales can be
returned or charged back to AGENCY like any other item hereunder. In the event a Transaction is
charged back for any reason, the amount of such Transaction will be deducted from AGENCY's
designated Settlement Account or any payment due to AGENCY_
6.12 Excessive Chargebacks. Using limits established by the Payment Networks as a standard for
review,FORTE reserves the right to suspend and/or terminate AGENCY's access to the Services should
AGENCY's chargeback ratio exceed allowable limits in any given period. FORTE will make
reasonable efforts to provide AGENCY with notice and a time to cure its excessive chargebacks prior to
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suspending or terminating AGENCY's access to the Services. AGENCY acknowledges and expressly
authorizes FORTE,in compliance with payment Network Rules,to provide to the Payment Networks
and applicable regulatory bodies, AGENCY's name and contact information as well as Transaction
details should AGENCY's chargeback ratio exceed the allowable limits in any given period.
6.13 Resubmitting Transactions. AGENCY shall not re-submit any Transaction unless it is returned
as W insufficient funds(RO1)or 01)uncollected funds(R09)or unless a new Authorization is obtained
from Constituent.
6.14 Settlement. Settlement of AGENCY's funds for Transactions,less any Chargebacks or Returns,
to AGENCY's designated Settlement Account will occur within seventy-two(72)hours of origination
excluding weekends and US federal banking holidays. Settlement of Transactions will occur via
electronic funds transfer over the ACH Network. Upon receipt of AGENCY's sales data for card
Transactions through FORTE's Services,Acquirer will process AGENCY's sales data to facilitate the
funds transfer between the various Payment Networks and AGENCY_ After Acquirer receives credit for
such sales data,Acquirer will fund AGENCY, either directly to the AGENCY-Owned Designated
Account or through FORTE to an account designated by FORTE(the"FORTE Designated Account"),at
Acquirer's sole option,for such card Transactions. AGENCY agrees that the deposit of funds to the
FORTE Designated Account shall discharge Acquirer of its settlement obligation to AGENCY and any
dispute regarding the receipt or amount of settlement shall be between FORTE and AGENCY. Acquirer
will debit the FORTE Designated Account for funds owed to Acquirer as a result of the Services
provided hereunder unless an AGENCY-owned account is otherwise designated by AGENCY. Furth er,
if cardholder disputes a Transaction, if Transaction is charged back for any reason,or if FORTE or
Acquirer reasonably believes a Transaction is unauthorized or otherwise unacceptable, the amount of
such Transaction may be charged back and debited from AGENCY if settled to an AGENCY-owned
account or debited from the FORTE Designated Account if settled to that account.
6.15 Provisional and Final Payment. AGENCY, AGENCY's third party senders(if applicable),
and/or AGENCY's Agent(s)understand and agree that Debit or Credit Entries may be transmitted
through the ACH Network, that payment of a Debit or Credit Entry by the RDFI to the Receiver is
provisional until receipt by the RDFI of final settlement for such Debit or Credit Entry,and,if such
settlement is not received,the RDFI will be entitled to a refund from the Receiver of the amount credited
and AGENCY will not be deemed to have paid the Receiver the amount of the Debit or Credit Entry.
The rights and obligations of AGENCY concerning the Debit or Credit Entry are governed by and
construed in accordance with the laws of the state in which the processing ODFI is located unless
AGENCY and FORTE have agreed that the laws of another jurisdiction govern the rights and
obligations.
6.16 Reporting_ FORTE will make daily origination and deposit reports available to AGENCY on a
24/7 basis through the Internet-based FORTE platform.
6.1.7 Temporary Suspension of Services. Should any of the following occur: (i)FORTE observes
irregular,suspicious or possible fraudulent Transaction activity on AGENCY's account as FORTE
determines there is an irregularity in AGENCY's account, documentation,processes or financial
condition that is inconsistent with FORTE's risk requirements, (iii)AGENCY is in material breach of its
payment or other financial obligations to FORTE, or(iv)FORTE is required by Laws,Rules or a
Payment Network,FORTE reserves the right to temporarily suspend Services to AGENCY without prior
written notice. In the event FORTE suspends Services to AGENCY under the terms of this Section,
FORTE will provide AGENCY with notice of the suspension and the reason for such suspension, along
with remediation actions so long as communicating such would not create a security risk or violate any
legal obligation of FORTE.
6.18 Authorization. AGENCY specifically authorizes FORTE to(i)to debit and credit AGENCY's
designated bank account in order to carry out its duties under this Agreement and(ii)debit its designated
bank account and any account owned by the same entity as AGENCY or by an entity with the same tax
identification number as AGENCY to collect any payment obligation owed to FORTE by AGENCY
hereunder. Further,AGENCY authorizes FORTE to act as its agent for receipt of settlement fiords in
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connection with the Services and FORTE accepts such appointment subject to any conditions and
limitations of this Agreement. AGENCY agrees that receipt by FORTE of funds from.AGENCY's
Constituent or Customer shall constitute receipt of payment to AGENCY,extinguishing such
Constituent or Customer's payment obligation to AGENCY(to the extent such obligation has not
otherwise been extinguished)as if such Constituent or Customer had paid AGENCY directly. If
FORTE fails to fund AGENCY's account in an amount corresponding to such Constituent's or
Customer's payment,AGENCY's sole recourse shall be to FORTE,not such Constituent or Customer.
7. TRANSACTION AUTHORIZATION
7.1 Constituent Authorization.AGENCY shall obtain authorization from Constituent prior to
requesting a Transaction to or from Constituent's account.
7.2 Retention, AGENCY shall retain proof of Constituent's authorization for a period of not less than
two(2)years for standard Transactions and for a period of not less than five(5)years for health-related
Transactions from the Authorization date or revocation of the Authorization date and shall provide such
proof of Authorization to FORTE upon request within five(5)business days of the request.
7.3 Revoked Authorization.AGENCY shall cease initiating Transactions to or from a Constituent's
account immediately upon-receipt of any actual or constructive notice of a Constituent's termination or
revocation of Authorization. AGENCY may re-initiate Transactions to or from a Constituent's account
only upon receiving new Authorization from Constituent.
8. AGENCY PROHIBITIONS
AGENCY must not(i)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; (ii) add any tax to Transactions unless applicable Law expressly requires that
AGENCY 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 AGENCY; (v)disburse fimds in the
form of cash unless AGENCY is dispensing funds in the form of travelers checks, TravclMoney 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 AGENCY) or unless
AGENCY is participating in a cash back service, (vi) submit any Transaction receipt for a Transaction
that was previously charged back to the Acquirer and subsequently returned to AGENCY, 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 that has been deemed uncollectable by AGENCY;or
(viii)submit a Transaction that represents collection of a dishonored check.AGENCY further agrees
that under no circumstance will AGENCY store cardholder data in violation of the Laws or the operating
regulations of any Payment Network, including, but not limited to,the storage of track-2 data. Neither
AGENCY nor its Agent shall retain or store magnetic-stripe data subsequent to Authorization of a sales
Transaction.
9. AUTHORIZATION
9.1 ACH Authorization. AGENCY authorizes FORTE to electronically debit and credit
AGENCY's designated bank account(s)for any amounts owed to or by AGENCY in accordance with
the terms of this Agreement. Further,AGENCY authorizes FORTE to act as its agent for receipt of
settlement funds in connection with the Services and FORTE accepts such appointment subject to any
conditions and limitations of this Agreement. AGENCY agrees that receipt by FORTE of a
Constituent's funds shall constitute receipt of payment to AGENCY, extinguishing Constituent's
payment obligation to AGENCY as if Constituent had paid AGENCY directly. If FORTE fails to
fund AGENCY's account in an amount corresponding to a Constituent's payment, AGENCY's sole
recourse shall be to FORTE,not Constituent.
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9.2 Third Party Service Provider. If AGENCY uses the Services through or in conjunction with a
third party service provider that is not a party to this Agreement, AGENCY authorizes FORTE to
provide the authorized third party with its FORTE merchant account information and credentials. If
applicable, AGENCY authorizes the third party to originate Transactions and receive the corresponding
results on its behalf.
10. CONSTITUENT DISPUTES
All disputes between AGENCY and its Constituents relating to any Transaction processed under this
Agreement will be settled by and between AGENCY and Constituent. AGENCY agrees FORTE bears
no responsibility or involvement in any such dispute.
11. COMPLIANCE WITH LAWS,RULES AND REGULATIONS
In performing its duties under this Agreement, each Party agrees to comply with all applicable Rules,
regulations and Laws,including but not limited to all confidentiality and security requirements of the
USA Patriot Act(or similar law,rule or regulation),all Rules of any applicable Payment Networks, all
requirements under the Payment Card Industry Data Security Standard(or similar applicable data
security lave,rule or regulation)including but not limited to 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 Payment Networks. Each Party agrees to cooperate and provide
information rcasonably requested by the other to facilitate its compliance with any applicable Law,Rule
or regulation. Additionally,should a Payment Network or regulatory body impose a fee or fine on
AGENCY for any violation of the Rules or Laws or regulations by AGENCY, such fee or fine may be
charged to FORTE as a pass-through to AGENCY. If any such fee or fine is charged to FORTE,
AGENCY shall reimburse FORTE for any such fees or fines.
12. DATA SECURITY
FORTE shall implement and maintain a commercially reasonable security program,in accordance with
the Information Security Requirements attached hereto as Appendix E.
13. PRICING AND PAYMENT
13.1 FORTE will provide the Services in accordance with the fees listed on the Pricing Fee Schedule,
attached hereto as Schedule 1, or any amendments thereto. Pricing based on AGENCY absorbing the
fees for the Services("Absorbed Fee Model")will result in fees being billed to AGENCY monthly in
arrears and will automatically be debited from AGENCY's designated account via ACH debit.
13.2 Pricing based on a service fee that is charged to Constituents per Transaction("Service Fee
Model')will result in a non-rcfimdable service fee either(i)added to or(ii) charged as a separate ,
Transaction to Constituent at the time of payment. Pricing under the Service Fee Model is calculated
based on historical or estimated transactional amount activity by AGENCY. In the cvcnt that
experiential transaction activity varies significantly from the historical or estimated amounts,FORTE
shall have the right to adjust the service fee in accordance with the experiential transaction activity.
13.3 FORTE's pricing is subject to the underlying fees established by the Payment Networks and
FORTE'S service providers. As such,in the event FORTE experiences an increase in cost for any
processing services utilized by AGENCY during Term of the Agreement,FORTE will pass through
the increases with no additional markup to AGENCY_ FORTE will provide AGENCY a minimum of
thirty(30)days'notice of any change or adjustment in fees.
14. LIMITS OF LIABILITY
14.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD
PARTY FOR ANY SPECIAL,CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF
ANY KIND OR NATURE INCURRED IN RELATION TO THIS AGREEMENT. THE AMOUNT
OF DAMAGES RECOVERABLE BY EITHER PARTY FROM THE OTHER WILL NOT EXCEED
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THAT PARTY'S ACTUAL,DIRECT DAMAGES AND WILL BE LIMITED TO THE AMOUNT OF
THE AVERAGE MONTHLY FEES AND CHARGES PAID BY AGENCY TO FORTE,
EXCLUDING ANY PASS-THROUGH FEES,FOR THE SERVICES FOR THE IMMEDIATE SIX
(6)MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
NEITHER PARTY WILL BE LIABLE FOR]FAILURE TO PERFORM ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT IF SUCH PERFORMANCE WOULD RESULT IN IT
BEING IN BREACH OF ANY LAW,RULE,REGULATION OR REQUIREMENT OF ANY
GOVERNMENTAL AUTHORITY. THE PROVISIONS OF THIS SECTION WILL SURVIVE
TERMINATION OF THIS AGREEMENT.
14.2 FORTE SHALL NOT BE RESPONSIBLE FOR ERRORS,ACTS OR FAILURES TO ACT OF
OTHERS,INCLUDING,AND AMONG OTHER ENTITIES, BANKS,OTHER PROCESSORS,
COMMUNICATIONS CARRIERS OR CLEARING HOUSES,THROUGH WHICH
TRANSACTIONS MAY BE ORIGINATED OR THROUGH WHICH FORTE MAY RECEIVE OR
TRANSMIT INFORMATION, AND NO SUCH ENTITY SHALL BE DEEMED AN AGENT OF
FORTE.
15. REPRESENTATIONS AND WARRANTIES.
15.1 FORTE's Representations and Warranties..FORTE makes no representations or warranties
concerning the Services except as may be specifically authorized, in writing,or set out herein.
15.1.1 FORTE hereby warrants that its software solutions and the Services will perform in
accordance with their published specifications in all material respects.
15.1.2 FORTE firrther warrants that in performing its obligations hereunder,it shall exercise due
care and reasonable efforts to ensure that inforrnation originated by AGENCY is transmitted
accurately.
15.2 AGENCY's Representations and Warranties.AGENCY represents and warrants to FORTE:
15.2.1 If applicable,with respect to all Transactions originated by FORTE on behalf of
AGENCY,(i)each Transaction in all respects has been properly authorized by Receiver; (ii)each
Transaction is for an amount agreed to by Deceiver; and(iii)AGENCY shall provide proof of
Authorization to FORTE in compliance with applicable Rules for any Transaction upon request
within five(5)Business Ranking Days.
15.2.2 AGENCY agrees to adhere to the warranties within the applicable Rules for each
Transaction FORTE processes on AGENCY's behalf.
15.3 Mutual Representations and Warranties. Each Party represents and warrants to the other:
15.3.1 The execution of this Agreement does not violate any applicable international,federal,
state,or local law,Payment Network rule or contract to which such Party is subject.
15.3.2 There are no actions, suits or proceedings existing or pending against or affecting it before
any judicial or regulatory authority which would have a material adverse effect on its ability to
perform its obligations hereunder.
15.3.3 When executed and delivered,this Agreement will constitute a legal,valid,and binding
obligation,enforceable in accordance with its terms.
16. FORTE SERVICE POLICY
FORTE makes no representations or warranties concerning the Services except as may be specifically
authorized,in writing,or set out herein. AGENCY acknowledges and understands that FORTE does not
warrant that the Services will be uninterrupted or error free and that FORTE may occasionally
experience delays or outages due to disruptions that are not within FORTE's control. Any such
interruption shall not be considered a breach of the Agreement by FORTE. FORTE shall use its best
efforts to remedy any such interruption in the Services as quickly as possible.
17. FORCE MAJEURE
Neither Party will be held liable for any damages,delays or failure to perform any of its obligations
25.06.01
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under this Agreement if such damages,delays or failure are due to circumstances beyond the reasonable
control of such Party and without its fault or negligence, such as acts of God,fire,flood,earthquakes or
other natural disasters,epidemics,industry-wide strikes and governmental acts or orders or restrictions.
The Party affected by such circumstances will use all commercially reasonable efforts to avoid or
remove such causes of non-performance. Nothing herein shall relieve a Party from its payment
obligations for Services rendered.
18. ASSIGNMENT
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the Parties. Neither Party may assign any of its rights hereunder,
nor delegate any of its duties hereunder,without the prior written consent of the other Party, and each
Party acknowledges and agrees that,absent such prior written consent,any attempted assignment or
delegation hereunder shall be null,void and of no effect. Notwithstanding the foregoing,either Party
may assign this Agreement or any rights and obligations hereunder either to an Affiliate or to a third-
party successor to all or substantially all of its business,stock or assets,in each case,without the prior
written consent of the other Party.
19. CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the Laws of the state in which
AGENCY is located without reference to choice of laws or rules.
20. AMENDMENT
Except as otherwise provided for herein, the terms and conditions of this Agreement shall not be
modified.or amended except in writing and agreed to by the Parties. Notwithstanding the foregoing,this
Agreement is suki cot to such modifications,changes,and additions as may be required by reason of any
applicable Law,regulation or Rule.
21. PUBLICITY
Neither Party shall use the other Party's name,logo or service marks in conjunction with a press release
or advertisement-without first obtaining written approval.
22. NOTICE
Any notice,consent or other communication required or contemplated by this Agreement shall be in
writing, and shall be delivered in person,by U.S.mail,by overnight courier,by electronic mail or by fax
to the intended recipient at the address most recently provided in writing.
23. HEADINGS
The headings contained in this Agreement are for convenience of reference only and shall not affect the
meaning of any provision of this Agreement.
24. SEVERABILITY
Should any term, clause or provision herein be found invalid or unenforceable by a court of competent
jurisdiction,such invalidity shall not affect the validity or operation of any other term,clause or provision
and such invalid term,clause or provision shall be construed to most closely reflect the original intent of
the Parties.
25. ENTIRE AGREEMENT; WAIVER; COUNTERPARTS
This Agreement constitutes the entire understanding of the Parties and revokes and supersedes all prior
agreements between the Parties and is intended as a final expression of their agreement Either Party's
waiver of any breach of any provision of this Agreement shall not be deemed a waiver of any subsequent
breach of the same or other provision- This Agreement may be executed in two(2)or more counterparts,
2.5.06.01
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CSCW65915.0 03-19-26
each of which shall be deerned an original and all of which together shall constitute one instrument.
26. ELECTRONIC SIGNATURES.
Under the Electronic Signatures in Global and National Commerce Act(E-Sign), this Payment
Processing Agreement and all electronically executed documents related hereto are legally binding
in the same manner as are hard copy documents executed by hand signature when (i) a person
authorized to bind AGENCY indicates acceptance of the terms of this Agreement by fallowing
procedures that associate his/her electronic signature with this Agreement and related documents,
(ii) such authorized person consents and intends to be bound by the Payment Processing
Agreement and related documents,and (iii)the Payment Processing Agreement is delivered in an
electronic record capable of retention by the recipient at the time of receipt(i.e.,print or otherwise
store the electronic record). This Agreement and all related electronic documents shall be
governed by the provisions of E-Sign.
IN WITNESS WHEREOF,the undersigned,being duly authorized thereto by their respective
organizations,have executed this Agreement,
CSG FORTE PAYMENTS,INC.
CITY OF TA
� ,1ect�re-Ete-M6 a
By: By:s
Name:_ Alvaro Nunez _ Name:Jeanette MbungO
City Manager
Title: Title: COO
Date:�j,3 ..t Date: 04/21/2026
"5 a aReV 4- o
ATTEST. RECOMMENDED FOR APPROVAL:
a
4 sAM �
eoe,c-:inooa p127.2026Ifi.64:IS P57
` er atll
City,Clew Alex Trinidad
Executive Director
APPROVED AS TO FORM:
Finance & Management Services Agency
SONI;A R. CARVALHO
City Attornev
6nathan T_ Mart.uier
ASESIStaart City A'ifa+MCN'
25.06.01
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C'.SG#65915.0 03-19-26
APPENDIX A
DEFINITIONS
ACH Network."ACH Network"or"Automated Clearing House Network"is a batch processing, store-
and-forward system that accLunulates and distributes ACH Transactions that are received from ODFI
(defined below)and are forwarded to the specified RDFI(defined below)according to the specific
schedules established by the participants.
Acquirer."Acquirer"means a sponsoring financial institution or payment processor that enters into an
agreement which enables merchants,government entities or their Agent(s)to submit Transactions to a
payment network.
Affiliate."Affiliate"means a business entity effectively controlling or controlled by another or associated with
others under common ownership or control.
Agent."Agent"means any director, officer, employee,representative,Affiliate,third-party vendor or any
other person acting on behalf of AGENCY with the actual., implied or apparent authority of AGENCY.
Authorization, "Authorization"means a Transaction request on a Constituent or Consumer bank account or card
account to confirm Constituents or Consumer's account is open,in good standing,and has sufficient funds to
conTlete the subn-titted Transaction.
Business Banking Day."Business Banking Day"means Monday through Friday excluding banking
holidays.
Confidential Information."Confidential Information"may include information regarding all of the
computer software and technologies, systems, structures,architectures,processes, formulae, compositions,
improvements,devices,know-how,inventions,discoveries, concepts.,ideas, designs,methods, and
information and databases developed,acquired,owned,produced or practiced at any time by a Party or.any
Affiliate thereof,including software programs and documentation licensed by third parties to the disclosing
Party,any business or financial information directly or indirectly related to the disclosing Party's company(s)
or investments or its internal administrative audit reports on internal controls,internal risk and underwriting
guidelines and policies,billing and accounting systems,Customer and vendor lists and information,
employee personnel information and policies and procedures,information regarding the disclosing Party's
products and services that is not generally available to the public.
Consumer, "Consumer"means the individual end users,Constituents of AGENCY.
CPA."CPA"or"Canadian Payment Association"is responsible for operating the two primary settlement
systems(payment networks)in Canada, as well as establishing,revising and enforcing the operating
Rules for the Canadian payment networks.
Chargeback."Chargeback"means a Transaction that is rejected by the owner of the account debited or
charged because a dispute exists between the Originator of the Transaction(typically Agency)and the
account owner.
Credit Entry. "Credit Entry"means an ACH/EFT Transaction that is intended to deposit funds into a
Receiver's(defined below)account which has been withdrawn from AGENCY's Settlement Account
(defined below).
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CSG#65915.0 03-19-26
Debit Entry."Debit Entry"means an ACH/EFT Transaction that is intended to withdraw funds from a
Receiver's account for deposit into AGENCY's Settlement Account(defined below).
Laws. "Laws"means all international,national, regional and local regulations or laws which are
applicable to the Services provided herein,including but not/united to federal Regulation E and Title 31
of the Code of Federal Regulations Part 210,Gramm-Leach-Bliley Act, US Bank Secrecy Act("BSA"),
applicable privacy and data security laws, US and local export control laws, including US Foreign
Corrupt Practices Act,the Export Administration Act,US Department of Treasury Office of Foreign
Assets Control ("OFAC") and similar restrictions under US law,executive order,regulation or Rule
(collectively, "Export Laws"),and Fair Credit Reporting Act and USA Patriot Act.
NACHA."NACHA"or"National Automated Clearing House Association"is responsible for
establishing, revising and enforcing the Operating Rules for the US ACH Network.
ODFI."013171"or"Originating Depository Financial Institution"means the financial institution that
receives ACH Transactions from AGENCY through FORTE and then forwards these Transactions
(defined below)to the ACH Network.
Originator."Originator"means the AGENCY who has contracted with FORTE to initiate ACH entries,
on its behalf, to the ACH Network_
Payment Network. "Payment Network"means an entity that facilitates and governs payment
Transactions,including but not limited to VISA,M/C,Discover,NACHA, CPA and may also be referred
to as"Payment Association".
Payment Network Resources:
VISA Regulations(from VISA website):https://usa.visa.cotn/darn/VCOM/download/about-visa/visa-
rules-public.pdf
MasterCard Rules (from MC website):
https://wwww-w_mastereard.us/en-us/about-mastcrcard/what-we-do/rules.hft l
Discover rules (from Discover webslte):
htW://u-ww.discovemetwork.com/nierchants/index-hulfl
NACHA:www.nacha_oru
PCI-DSS. "PCI-DSS"or"Payment Card Industry Data Security Standard"means the system secu ity
measures established by the major credit card companies. The PCI-DSS is mandated by the credit card
companies but administered by the Payment Card Industry Security Standards Council.
Personally Identifiable Information or PII. "PII"means unencrypted,unredacted,or non-anonymized
personally identifiable information regarding a Consumer or non-personally identifiable information
regarding a Consumer that has been aggregated,disaggregated or decompiled in a manner that is sufficient
to cause a Consumer to be identified, directly or indirectly,in particular by reference to an identification
number or to one or more factors specific to such Consumer's physical,physiological,mental,economic,
cultural or social identity,including,by way of example,financial account numbers,credit or debit card
numbers(with or without access or pin numbers,if collected),personal addresses,IP addresses,identity
cards,residency permits,passport numbers,driver's license numbers and/or other government issued
numbers. Pll includes"Personal Data"as commonly defined by privacy laws.
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CSG#65915.0 03-19-26
RDFI. "RDFI"or"Receiving Depository Financial Institution"means the financial institution that
receives the ACH Transactions from the ODFI through the ACH Network and posts these Transactions to
the accounts of Receivers (defined below).
Receiver."Receiver"means an entity or individual Consumer that has an established account with a card
issuer or financial institution upon which a Transaction is or may be acted upon.
Reserve. "Reserve"means a specific amount of money that is held in the AGENCY account to be used
by FORTE to offset amounts owed to FORTE for Services provided, such as returned items,chargebacks,
fees/fines,billing or other AGENCY obligations to FORTE that FORTE is unable to collect from
AGENCY.
Rules. "Rules"means the operational rules,policies and procedures established by each applicable
Payment Network to govern all transactions and parties that participate in processing Transactions
through the associated Payment Network.
Settlement Account. "Settlement Account"means an account established and maintained by AGENCY
with a financial institution through which the following may occur- (a)deposit of funds for Debit Entries,
(b)the extractions of funds for Credit Entries,reserve fiords or fee obligations unless otherwise agreed to
by the Parties.
Settlement Entry."Settlement Entry"means a Debit or Credit Entry to AGENCY's Settlement Account
which corresponds to the net amount owed AGENCY by FORTE at the end of each Business Banksng
Day.
Transaction.."Transaction means any transfer of data or information to FORTE in a format pre-approved.
by FORTE,including but not limited.to payment,verification and authentication items.
Users."Users"mean all individuals who access a FORTE website or utilize any portion of the FORTE
Services on behalf of AGENCY directly or through software that accesses the FORTE systems through
AGENCY's systems,by using AGENCY's access credentials or any other access reasonably presumed to
be on behalf of AGENCY.
�3.01.23
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CSGM5915.0 03-19-26
APPENDIX B
ACCOUNT VERIFICATION AND AUTHENTICATION SERVICES
1.Representation by Agency.Each request for data through the verification and authentication services
shall constitute a representation,warranty and certification by AGENCY that the data(i) shall be used
and disclosed only in accordance with the terms of the Agreement,and in accordance with any applicable
Rules,regulations or Laws; (ii)shall be used solely for the intended use as stated by AGENCY on
AGENCY's application and that use is in compliance with the permissible uses under the Fair Credit
Reporting Act("FCRA")as provided in the FCRA Requirements Addendum located at
hap:rlwwtiv_forte_net/fair-credit-reporting-act; (iii)AGENCY will follow proper procedures for adverse
action notification to its Constituents, as provided by the FORA Requirements Addendum; and(iv)
AGENCY acknowledges it has implemented security measures to prohibit the unauthorized access to the
information provided,
2. Use of Services.
2.1 AGENCY SHALL USE THE VERIFICATION SERVICES ONLY IN CONNECTION
WITH PAYMENTS PRESENTED TO AGENCY BY ITS CONSTITUENTS IN EXCHANGE
FOR GOODS OR SERVICES_ AGENCY SHALL NOT RESELL THE VERIFICATION
DATA OR SERVICES TO ANY THIRD PARTIES.
2.2 AGENCY understands and agrees that it cannot decline services to a consumer,Constituent
or Customer after receiving an approval result from FORTE on a verification inquiry unless
AGENCY is declining based on other grounds and/or information. Further, if AGENCY does
decline Services to a FORTE approved consuumer, Constituent or Customer based on alternate
information, AGENCY shall not provide FORTE's contact information as recourse for the
consumer, Constituent or Customer to pursue a dispute of the result under FCRA Adverse Action
requirements.
2.3 AGENCY shall provide to FORTE,as part of a verification inquiry,the accurate amount for
each Transaction AGENCY wants to verify.
3.Retention of Data.AGENCY acknowledges and agrees that it shall not retain, store, compile or
aggregate the results of verification or authentication inquiries received from FORTE except as required
by applicable Law or to perform its obligations under this Agreement.
4. AGENCY acknowledges and agrees, on behalf of itself and its Constituents,that all information
submitted by AGENCY to FORTE in order for FORTE to provide the Services to AGENCY or otherwise
contributed by AGENCY pursuant to these Services (including Transaction results)is held in FORTE's
database, and may be used by FORTE for the purpose of providing the Services to its customers in
compliance with all applicable Laws and Rules,including in accordance with the federal Fair Credit
Reporting Act("FCRA"). Further,FORTE may track,review, compile,store and use any information or
data received from AGENCY as part of a Transaction or information or data received from a Payment
Association or financial institution regarding a Transaction for regulatory compliance or any other legally
permissible purpose. Without limiting the foregoing,AGENCY agrees and acknowledges that FORTE
(and/or certain of its Affiliates)may use the routing numbers, account numbers and other PH submitted
by AGENCY as well as Transaction results provided to or received by FORTE for the purpose of
supporting FORTE's(or certain of its Affiliates) fraud detection, account validation and verification,
and/or other commercially available services.
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APPENDIX C
ACCOUNT UPDATER SERVICES
1. Description of Services. Participating Visa/MasterCard issuers submit the account changes to
FORTE's Account Updater database. On a monthly basis,FORTE will compare all of AGENCY's
recurring tokenized Transactions against the Account Updater database. FORTE will then update
the tokenized card information on file with updated account information.
2. Agency Requirements for Account Updater Participation.
a. AGENCY must be properly established and registered in the United States.
b. AGENCY must not have been disqualified from participating in the Visa,MasterCard,or
Discover programs.
c. AGENCY must be in compliance with all Card Association Operating Regulations.
d. AGENCY must submit inquiries only for those accounts with which it has an ongoing
relationship and Constituent's authority to submit such payments.
e. AGENCY may not request Authorization on accounts that have been returned"Contact
Cardholder" or"Closed."
is AGENCY must not submit inquiries on behalf of any other entity.
g. AGENCY assumes all risk associated with the use of the Account Updater Service.
FORTE shall have no liability whatsoever to AGENCY for any liability associated with the
Account Updater Service,iaacluding but not limited to the accuracy or completeness of the
information provided via the Account Updater Service.
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CSC`#65915.0 03-19-26
APPENDIX D*
AMERICAN EXPRESS CARD ACCEPTANCE
1. Merchant hereby acknowledges and agrees that for purposes of acceptance of American Express,the
American Express Merchant Operating Guide and any amendments thereto(the"Operating Guide")is
hereby incorporated by reference into this Agreement and can be found at
www.americancUress,com/merchant2p.guide,
All capitalized terms found in this Appendix D shall have the attributed meaning from the Operating Guide.
2. Merchant hereby acknowledges and agrees that it is not a party to any agreement between FORTE
and American Express.
3. Merchant hereby authorizes FORTE and/or Acquirer to submit American Express transactions to,and
receive settlement from.,American Express on behalf of Merchant. Merchant must accept the American
Express card as payment for goods and services(other than those goods and services prohibited under the
Operating Guide)sold, or(if applicable)for charitable contributions made,at all of its establishments,except
as expressly permitted by applicable Law. Merchant is jointly and severally liable for the obligations of
Merchant's establishments under the Agreement. For the avoidance of doubt, "cardholder" as used in this
Agreement shall include Cardmembers as defined in the Operating Guide.
4. Merchant hereby acknowledges and agrees that(i)FORTE or Acquirer may disclose American
Express Transaction Data(which for purposes of this section shall have the same definition as"Transaction
Data"in the Operating Guide),Merchant Data(as defined below),and other information about Merchant to
American Express,(ii)American Express may use such information to perform its responsibilities in
connection with the American Express Program,promote the American Express Network,perform analytics
and create reports,and for any other lawful business purpose, including marketing purposes, and(iii)
American Express may use the information obtained in this application at the time of setup to screen and/or
monitor Merchant in connection with American Express Card(the"Card")marketing and administrative
purposes. If Merchant has provided a wireless phone number in connection with this Agreement, Merchant
hereby agrees that it may be contacted at that number and the communications sent may include autodialed
text messages or automated prerecorded calls_ If Merchant has provided a fax number, Merchant hereby
agrees that it may be sent fax communications_ To opt out of American Express-related marketing
communications, Merchant may contact FORTE customer service as described in this Agreement. For
purposes of this section,"Merchant Data"means names,postal and email addresses,tax ID numbers,names
and social security numbers of the authorized signer of Merchant and similar identifying information about
Merchant. For clarification,Merchant Data does not include American Express Transaction Data_
5. Merchant will adhere to the following website information display guidelines in the event Merchant
has a website and/or operates an e-commerce business. Merchant's website must display the following:
• 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.
• Merchant's physical address in the U.S.
• An email address or telephone number for customer service disputes.
• Rcturn/rcfund policy.
• A description of Merchant's delivery policy(e.g.,no overnight delivery).
• A description of Merchant's security practices(e.g-,information highlighting security practices
Merchant uses to secure Transactions on its systems, including Transactions conducted on the Internet).
• A statement of known export restrictions,tariffs,and any other regulations.
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• A privacy statement regarding the type of personal infonnation collected and how the information is
used.Additionally,Merchant must provide to customers the option to decline being included in
marketing campaigns or having their personal information included on lists sold to third parties.
6. Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant(as
defined below),Merchant will be converted from the American Express Program to a direct American
Express Card acceptance relationship with American Express, and upon such conversion, (i)Merchant will
be bound by American Express' then-current card acceptance agreement,and(ii)American Express will set
pricing and other fees payable by Merchant for American Express Card acceptance. "High Charge Volume
Merchant" for purposes of this section means an American Express Program Merchant with either(i) greater
than$1,000,000 in American Express charge volume in a rolling twelve (12)month period or(ii) greater
than$100,000 in American Express charge volume in any three(3)consecutive months. For clarification,if
Merchant has multiple establishments,the American Express charge volume from all establishments shall be
summed together when determining whether Merchant has exceeded the thresholds above.
7. Except as expressly permitted by applicable Law,Merchant must not: (a)indicate or imply that
Merchant prefers, directly or indirectly, any Other Payment Products over the Card, (b)try to dissuade
Cardmembers from using the Card, (c)criticize or mischaracterize the Card or any of American Express'
services or programs, (d)try to persuade or prompt Cardmembers to use any Other Payment Products or any
other method of payment(e.g.,payment by check), (c)impose any restrictions, conditions, disadvantages,
or fees when the Card is accepted that are not imposed equally on all other payment products, except for
electronic funds transfer,cash or check, (f)suggest or require Cardmembers to waive their right to dispute
any Transaction, (g)engage in activities that harm American Express'business or the American Express
Brand(or both), (h)promote any Other Payment Products(except, if applicable, Merchant's own private
label card that it issues for use solely at its Establishments)more actively than Merchant promotes the Card,
or(i)convert the currency of the original sale Transaction to another currency when requesting
Authorization or submitting Transactions (or both).
8. Merchant may offer discounts or in-kind incentives from its regular prices for payments in cash,
ACH funds transfer,check, debit card, or credit/charge card,provided that(to the extent required by
applicable Law): (i)Merchant clearly and conspicuously discloses the terms of the discount or in-kind
incentive to its customers, (ii)the discount or in-kind incentive is offered to all of Merchant's prospective
customers, and(iii)the discount or in-kind incentive does not differentiate on the basis of the Issuer or,
except as expressly permitted by applicable state statute,payment card network(e.g., Visa,MasterCard,
Discover, .ICB,American Express)_The offering of discounts or in-kind incentives in compliance with the
terms of this paragraph will not constitute a violation of the provisions set forth Section 3.2 of the Operating
Guide.
9. Whenever payment methods are communicated to customers, or when customers ask what
payments are accepted, Merchant must indicate its acceptance of the Card and display American Express'
Marks(including any Card application forms provided to Merchant)as prominently and in the same manner
as any Other Payment Products. Merchant must not use American Express'Marks in any way that injures or
diminishes the goodwill associated with the American Express Mark, nor in any way (without American
Express'prior written consent) indicate that American Express endorses Merchant's goods or services.
Merchant shall use the American Express brand and marks in accordance with the requirements set forth in
the Operating Guide and shall remove the American Express brand and marks from Merchant's website and
wherever else they are displayed upon termination Merchant's acceptance of American Express cards.
10. Any and all Cardmember Information is confidential and the sole property of the Issuer,American
23,01.23
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CSGA65915.0 03-19-26
Express or its Affiliates. Except as otherwise specified,Merchant must not disclose Cardmcmber
Information,nor use nor store it, other than to facilitate Transactions in accordance with this Agreement.
For more information,refer to the Operating Guide, Section 4.2, "Completing a Transaction at the Point of
Sale" and Chapter S, "Protecting Cardmernber Information".
11. Merchant shall not assign to any third party any American Express-related payments due to it under
this Agreement,and all indebtedness arising from American Express Charges(as defined below)will be for
bona fide sales of goods and services (or both)at its establishments(as defined below)and free of liens,
claims, and encumbrances other than ordinary sales taxes;provided,however,that Merchant may sell and
assign future American Express transaction receivables to FORTE,its affiliated entities and/or any other
cash advance funding source that partners with FORTE or its affiliated entities,without consent of
American Express.
12. Merchant hereby agrees that American Express shall have third party beneficiary rights,but not
obligations,to enforce this Agreement as against Merchant to the extent applicable to American Express
processing. Merchant understands and agrees that it shall have no third party beneficiary rights under any
agreement between FORTE and American Express and/or Acquirer. Merchant shall maintain refund policies
for purchases on the American Express card that are at least as favorable as its refund policy for purchases on
any other payment product. Merchant will disclose any such refund policy to Cardmembers at the time of
purchase and in compliance with the Operating Guide and all applicable Laws.Merchant's termination of
American Express Card acceptance skull have no direct or indirect effect on Merchant's rights to accept
other card brands. To terminate American Express acceptance,Merchant may contact FORTE customer
service as described in this Agreement.
13. Without limiting any other rights provided herein,FORTE and/or Acquirer shall have the right to
inmrediately terminate Merchant's acceptance of American Express cards upon request of American
Express. Merchant may not bill or collect from any Cardmember for any purchase or payment on the Card
unless a chargeback has been exercised,Merchant has fully paid for such charge,and it otherwise has the
right to do so. Merchant will comply with all procedural requirements relating to chargebacks, as provided
in the Operating Guide,Chapter 11.
14. American Express Liability. SPONSORED MERCHANT ACKNOWLEDGES AND AGREES
THAT IN NO EVENT SHALL AMERICAN EXPRESS,ITS AFFFILIATES,AGENTS, SUCCESSORS,
OR ASSIGNS BE LIABLE TO SPONSORED MERCHANT FOR ANY DAMAGES,LOSSES,OR
COSTS INCURRED, INCLUDING INCIDENTAL,INDIRECT, SPECULATIVE,CONSEQUENTIAL,
SPECIAL,PUNITIVE, OR EXEMPLARY DAMAGES OF ANY IUD(WHETHER BASED ON
CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY,FRAUD,OR OTHERWISE,
OR STATUTES,REGULATIONS, OR ANY OTHER THEORY),ARISING OUT OF OR IN
CONNECTION WITH THE AGREEMENT.
For purposes of clarification, "Merchant"in this Appendix D shall be deemed to be"AGENCY."
23.01.23
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CSGit65915.0 03-19 26
APPENDIX E
INFORMATION SECURITY REQUIREMENTS
1. Ackmwledament of Information Security Requirements. FORTE ackmowledges and agrees to have a
"Security Program" that is compliant with all legal and industry mandated information security
requirements applicable to its duties and obligations specified under this Agreement.
2. Compliance with Laws and Industry Standards. FORTE agrees to abide by all Laws,Rules and industry-
mandated information security standards applicable to its duties and obligations related to information
security for Services provided by FORTE to AGENCY under this Agreement.
3. Definitions.
a. Consumer Information. "Consumer Information"means collectively PH and Source Data,as defined
below.
b. Source Data."Source Data"means data provided by AGENCY relating to AGENCY's account activity
or other information collected from the AGENCY in order to process a transaction on a AGENCY's
behalf or otherwise necessary for a AGENCY's use of Forte's products and services, whether in
individual or aggregate form.Source Data may include PII but is not limited to PII. Source Data is and
shall remain the property of a AGENCY and/or its Consumer customer. To the extent that AGENCY
or FORTE has access to or collects such Source Data, each agrees that it does so solely on behalf of
AGENCY and AGENCY's Consumer customcrslConstituents pursuant to the obligations hereunder
and shall maintain the confidentiality of such Source Data and shall treat it in accordance with
applicable Lave.
4. Security Obli tions.
a. FORTE hereby acknowledges that AGENCY has a responsibility under the law to keep PII (as
deftired in ARpqndix A)private and confidential,and as a result of any PH received by FORTE in the
performance of this Agreement, FORTE shall have the same responsibility. FORTE also
acknowledges that with respect to such PII,FORTE shall gain possession of any ownership or other
proprietary rights to the PH to which it will have access pursuant to this Agreement(if any).FORTE
acknowledges and understands that PH may be subject to applicable local,state and federal Rules and
Laws and applicable information industry standards;provided however,to the extent that AGENCY
informs FORTE of a local law expanding the definition of PH in Appendix A, FORTE shall only be
required to use commercially reasonable efforts to comply with such expanded local requirements.
b. Consumer Information that is collected or obtained from AGENCY pursuant to this Agreement shall
be stored and maintained by FORTE in a secure environment and transmitted by FORTE in a secure
form that meets industry-mandated data security standards. Although FORTE will protect and
safeguard Pit in a manner that meets industry-mandated data security standards,the Parties agree that
there may be some instances in which PH or certain PII data elements arc protected in a more secure
manner than other data(e.g.,encryption).
5. Ri is to Use and Access. AGENCY hereby grants to FORTE a non-exclusive right to use all of
AGENCY's Soizce Data including PII provided by AGENCY's Constituents, necessary to perform the
Services under this Agreement. FORTE shall limit the use and access to AGENCY's Source Data to uses
pursuant to the terms of the Agreement and to FORTE's bona fide employees or independent consultants,
contractors or auditors and required governmental agencies,who have a need to know such information
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CSG#55915.0 03-19 26
and who agree to comply with use and non-disclosurc restrictions similar to those contained within this
Agreement.
6. Security of Consumer Information. Each Party shall implement and maintain a Security Program that
includes appropriate administrative, technical and physical safeguards reasonably designed to: (i) ensure
the security and confidentiality of Consumer Information within its systems; (ii) protect against any
anticipated threats or hazards to the security or integrity of Consumer Information within its systems;and
(iii)protect against unauthorized access to or use of Consumer Information stored on its systems; and(iv)
dispose of Consumer Information in a secure manner per applicable Rules and Laws.
a. In order to comply with safeguard obligations generally described in the preceding paragraph, each
Party shall (1) designate an employee or employees to coordinate its Security Program, (2) identify
reasonably foreseeable internal and external risks to the security, confidentiality and integrity of
Consumer Information located on its systems that could result in the unauthorized disclosure,misuse,
alteration, destruction or other compromise of such information, and assess the sufficiency of any
safeguards in place to control these risks. At a minimum, such risk assessment should include
consideration of risks in each relevant area of a Parry's operations, including: (i)employee training
and management; (ii) information systems, including network and software design, as well as
information processing, storage, transmission and disposal; and (iii) detecting, preventing and
responding to attacks, intrusions, or other systems failures, which shall include the use of
commercially reasonable efforts to establish procedures and logging mechanisms for FORTE systems
and networks that will allow tracking and analysis in the event there is a compromise of its systems,
and maintain an audit trail history for at least three (3) months for review by AGENCY upon
reasonable request; (3) design and implement information safeguards to control the risks identified
through risk assessment, and regularly test or otherwise monitor the effectiveness of the safeguards'
key controls, systems, and procedures; and (4) use commercially reasonable efforts to assure data
security when disposing of any Consumer Information,
7. Disclosures. Neither Party shall have an obligation to maintain the confidentiality of any Consumer
Information which: (i) has been received by it from a third party without restriction on disclosure and
without breach of agreement or other wrongful act by the receiving party; or (ii) is independently
developed by it without reference to any Consumer Information. If required by any court of competent
jtu-isdiction or other governmental authority,each Party may disclose to such authority, data, information
or materials involving or pertaining to Consumer Information to the extent required by such order or
authority. FORTE shall, if not otherwise prohibited, give the other Party as much advance notice of the
possibility of such disclosure as is practical so that it may, at its own expense, attempt to stop such
disclosure or obtain a protective order concerning such disclosure.
8. Breach Notification. In the event of an actual or validated breach of security of a Parry's system,website,
database, equipment or storage medium or facility that results in unauthorized access to Consumer
Information on a Party's system by any third party(including any consultant or subcontractor of the Party
that is not authorized to access such information), the Party that experienced the breach shall notify the
other Party within a commercially reasonable time after taking any appropriate measures necessary to
prevent further access, and shall take commercially reasonable efforts to resecure its systems as soon as
possible. The Party that experienced the breach shall provide any information that the other Party
reasonably requests pertaining to the incident,unless prohibited from doing so by applicable Rule or Law
and shall provide reasonable cooperation to investigate any such incident. In addition, in the event of an
actual or validated breach of security to a Party's system regarding PCI data related to AGENCY's
account with FORTE, the Party that experienced the breach shall, to the extent reasonably practicable,
cooperate with the investigative actions of the appropriate forensic unit and/or law enforcement agency
and agrees to provide the other Party with a copy of the final Incident Report,if any, upon request.
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CSG#65915.0 03-19-26
9. FORTE's Annual Validation of Adherence to Security Standards. FORTE and AGENCY agree to utilize
existing FORTE assessment reports and Certifications (SSAE report and PCI Certification), to validate
FORTE's compliance with the Information Security Requirements set forth in this Appendix E.
a. FORTE shall maintain all records pertaining to the Services as required by applicable Rule or Law
b. FORTE shall provide at its expense, upon AGENCY's written request on no more than an annual
basis,its most current independent, SSAE report (third party service organization report). An SSAE
report for purposes of this Agreement is defined as a specialized report or reports of controls,
generally accepted in the industry, in the areas of financial reporting and general information
technology controls for the services provided by a hosted solutions provider, managed services
provider, service organization, service bureau or other similarly structured provider of software and
hardware solutions. FORTE shall select the type of SSAE report that will be provided based upon
the relationship between the Parties and the products and services provided by FORTE. In the event
AGENCY wishes to receive a type of SSAE report not currently provided by FORTE, AGENCY
shall provide no less than eighteen(18)months prior written notice to FORTE and FORTE in its sole
discretion shall determine whether it will provide the additional type of SSAE report to AGENCY.
FORTE will provide a copy of the most current report prepared;provided that AGENCY shall accept
and agree to any conditions imposed by the independent audit firm for access to such report. FORTE
will use good faith efforts to assist in resolving any issues that may arise between AGENCY and any
independent auditor farm regarding the viewing of the SSAE report.AGENCY may not distribute or
provide FORTE's SSAE report to third parties without FORTE's prior written consent.
c. FORTE is PCI DSS certified and undergoes an annual audit in order to maintain PCI DSS compliance
against the current version of PCI DSS published on the PCI SSC (PCI Security Standards Council)
website.
d. AGENCY and its auditors will maintain the confidentiality of FORTE's procedures and processes,
which FORTE describes as confidential, and which are disclosed as a result of any review or audit.
FORTE agrees that any material failure, as defined by AGENCY in its reasonable discretion, to
cooperate fully and promptly in the conduct of any audit requested pursuant to this paragraph will
constitute grounds for AGENCY to immediately terminate the Agreement and cease receiving
Services from FORTE; provided., however, AGENCY shall provide FORTE with written notice of
such material failure to cooperate and FORTE shall have thirty(30) days opportunity to cure. Such
termination shall be AGENCY's sole and exclusive remedy for any such failure to cooperate.
10. Network_and Application Scans. FORTE shall perform network and application security scans that test
the FORTE's systems for(i)security vulnerabilities, (ii)denial of service vulnerabilities and(iii)system
access. FORTE will have processes that review and remcdiate vulnerabilities.
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CSC A65915.0 03-19 26
APPENDIX F
INSURANCE REQUIREMENTS
L Without limiting any of the other obligations or liabilities of FORTE, FORTE shall secure and
maintain at its own cost and expense, throughout the Term of the Agreement, the insurance in
conformance with the following requirements;
A. FORTE shall provide certificates of insurance not more often than annually and only upon
receipt of written request therefore from.AGENCY and agrees to maintain insurance as follows:
1. Commercial Crime Liability Insurance: which includes, without limitation, a blanket bond for
all employee dishonesty in the amount of$1,000,000 per occurrence or claim: coverage for theft, forgery
or alteration, fiends transfer fraud, safe burglary, counterfeit paper currency, disappearance and
destruction of monies and securities in or on the Facility Premises or outside the Facility Premises in an
amount no less than$35,000;and depositor's forgery in the amount of$250,000,
2. Commercial General Liability Insurance with limits of$1,000,000 per occurrence and
$2,000,000 in the aggregate;
3. Workers Compensation insurance as required by applicable law;
4. Automobile Liability insurance coverage limit of$1,000,000 combined single limit;and,
5. Technology Errors and Omissions insurance(including,without limitation, Cyber Liability)with
a liniit of$2,000,000,and coverage shall be sufficiently broad to respond to the duties and obligations
uridertaken by Forte cinder this Agreement.
B. The policies for Commercial General Liability and Products Liability are to contain,or be
endorsed to contain,the following provisions:
1. A waiver of subrogation in favor of AGENCY.
2. AGENCY, its officers,officials, employees and volunteers are to be covered as an additional
insured as respects: liability arising out of activities performed by or on behalf of FORTE;products and
completed operations of FORTE;premises owned,leased,hired or borrowed by FORTE. The coverage
shall contain no special limitations on the scope of protection afforded to AGENCY,its officers,
officials, employees or volunteers.
3. The insurance coverage shall be a priniary insurance as respects to AGENCY, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by AGENCY,its
officers,officials,employees or volunteers shall be in excess of FORTE's insurance and shall not
contribute with it.
C. The policies for Worker's Compensation and Employer's liability Coverage will contain,or will
be endorsed to contain, an agreement to'waive all rights of subrogation against AGENCY,its officers,
officials, employees and volunteers for losses arising from work performed by FORTE for AGENCY.
D. Each policy shall provide that the insurance cannot be canceled without at least t (30)days,
prior written notice to AGENCY. It sha11 be the responsibility of FORTE to maintain such insurance
coverage at all times during the Train,and failure by FORTE to maintain such coverage shall not relieve
FORTE of any contractual responsibility or obligation or liability under the Agreement.
2. This provision shall survive for a period of two (2)years after the termination of the Agreement.
3. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention.
(Name of Department Staff Responsible for Agreement),Address of Department Responsible for
Agreement,M-XX, Santa Ana, CA 92701.The name and location of the project or event should
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CSG#65915.0 03-1926
be included in the Description of Operations section of each certificate.
If FORTE maintains broader coverage and/or higher limits than the minimums shown above, AGENCY requires
and shall be entitled to the broader coverage and/or the higher limits maintained by FORTE.Any available
insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
AGENCY.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current
A.M.Best rating of no less than A:`III,unless otherwise acceptable to AGENCY.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The retroactive date must be shown and must be before the date of the contract or the beginning of work.
2. Insurance must be maintained and evidence of insurance must be provided for at least two(2)years after
completion of work.
3_ If coverage is canceled or non-renewed, and not replaced with another claims-trade}policy form with a
retroactive date prior to the contract effective date, Contractor must purchase"extended reporting"coverage for a
minimum of three(3)years after completion of work_
Subcontractors
Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated
herein, and.Contractor shall ensure that City is an additional insured on insurance required from sub-contractors.
Special Risks or Circumstances
AGENCY reserves the right to modify these requirements,including limits,based on the Mature of the risk,prior
experience,insurer,coverage, or other special circumstances.
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CS0465915.0 03-19 26
SCHEDULE 1
PRICING FEE SCHEDULE
(City of Santa Ana,CA)
1. Service(Convenience)Fee Pricing Option:
a) MasterCard,Visa,Discover and American Express cards
2.95%of the payment amount with a minimum fee of$2,00 based upon volume
b) Electronic check—online WEB and IVR payments
Includes Forte Verification for known accounts)
eCheck Transaction.Tiers Fees Frequency
$0.00 to $50,000.00 $2.00 wNerification Per Transaction
$50,000.01 to$75,000.00 $3.25 wNerification Per Transaction
$75,000.01 to$100,000,00 $6.25 w/Verification Per Transaction
S 100,000.01 to$150,000,00 $10.25 wNerification Per Transaction
$150,000.01 -+$250,000.00 $15.25 wNerification Per Transaction
2. Absorbed Pricing Option:
Emerging Market and Public-Sector Rate Structure
Processing Costs: Fees Frequency
Option 1.Visa,MasterCard, 2,95%+$0.25 Per Transaction
Discover,American Express
Option 2.Visa,MasterCard, *Pass Thru Pricing+ per Transaction
Discover $0.20+40b ts*
Option 2.American. Express *Pass Thru Pricing+ per Transaction
$0.2Q*
Forte Protect(End-2-End $0.10 Per transaction
Encryption)
Forte Protect(Key Injection $25.00 One time Per Device
Fee)
Token Management Fee
(required for Account Updater $0.06 Per payment token on file
service
Account Updater Monthly
(required for Account Updater $5.00 Per Month
service
Credit Card Chargeback Fee $25.00 Per Chargeback
Batch Fee $0.35 No Charge-Waived
ACH Fee-debits/credits $2.00 with Forte per Transaction
Validate Plus
*Pass 11ru pricing includes the direct interchange dues,assessments and all other fees that are charged directly from the
associations_ forte Payment Systems believes in transparent pricing,meaning that we utilize a Pass-1 hru Plans pricing
model_ Interchange pass thru pricing is a form of credit card processing that allows the actual cost of the processing
(*interchange fees&assessments)to be gassed directly through to your office. The advantage of this pricing strategy is that it is
transparent and,in most instances,provides the lowest processing costs.
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CSGW65915.0 03-19-26
3. Equipment Pricing:
Standard Product Description Fees and Cost of Equipment
VeriFonc V400c Terminal
(Hybrid with cables) $450.00 per terminal plus shipping
Dynaflex I1 and Counter-Top
Docking Station Bundle $219.00 per device with docking
station plus shipping
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CSG965915.0 03-19-26
City of Santa Ana CA = Payment Processing j
s
Agreement (PPA) - 65915.0
Final Audit Report 2026-04-21
Created: 2026-04-21
By: Kristin Andrade(kandrade@santa-ana.org)
E
Status: signed
Transaction ID: CBJCHBCAABAATtYQtEtOp5-JJFY2G0}Inf6suddSfO81
"City of Santa Ana CA = Payment Processing Agreement (PPA) j
.. 65915.0" History
Document created by Kristin Andrade (kandrade@santa-ana.org)
2026-04-21 -8:13:48 PM GMT
Document emailed to Alexander Trinidad (atrinidad@santa-ana.org) for signature
2026-D4-21 -8:14:28 PM GMT
4
Email viewed by Alexander Trinidad (atrinidad@santa-arna.org)
2026-04-21 -8:19:10 PM GMT
Document e-signed by Alexander Trinidad (atrinidad@santa-ana.org)
Signature Date:2026-04-21 -9:04:15 PM GMT-Time Source:server
I`
Agreement completed.
2026-04-21 -9:D4:15 PM GMT
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