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2025-01415 Third Amendment to the Master Depository and Banking Services City Agreement

Sacramento City Council
August 12, 2025

Document
2025-01415 Third Amendment to the Master Depository and Banking Services City Agreement
Meeting
August 12, 2025
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Sacramento City Council
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3
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Text extracted from the city's file for reading and search. Open the original on sacramento.granicus.com. That file is the official record.

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01415 8/12/2025
Third Amendment to the Master Depository and Banking Services City Agreement File ID: 2025-01415
Location: Citywide
Recommendation: Pass a Motion: 1) authorizing the City Treasurer to execute the Third Amendment (Amendment) to the Master Depository and Banking Services City Agreement (Agreement) (2015-2232), and 2) any related documents with J.P. Morgan Chase Bank, N.A, (JPMC) by adding the J.P. Morgan Digital Bill Payment Service to the services being provided to the City.

Contact: John Colville, City Treasurer, (916) 808-8297, [email protected], Kimberlie Gladden, Banking Operations Manager, (916) 808-2675, [email protected], Office of the City Treasurer
Presenter: None
Attachments:
1-Description/Analysis
2-Third Amendment to the Master Depository and Banking Services Agreement 3-Attachment A - J.P. Morgan Digital Bill Payment Service Terms 4-Attachment B - Digital Bill Payment Fees
Description/Analysis
Issue Detail: In 2015, the City entered into the Master Depository and Banking Services Agreement (No. 2015-2232) with J.P. Morgan Chase, N.A; then in 2017 the City entered into the First Amendment to that Agreement (2015-2232-1) adding Custody Services; in 2020, the City entered into a Supplemental Agreement, exercising a two year extension; and then in 2022, the City then entered in to the Second Amendment to the Master Depository and Banking Services Agreement, extending the contract terms for an additional five years through December 22, 2027, with the option for two one-year extensions. This Agreement was originally approved after an extensive Request for Proposal (RFP) process.

The recommended Third Amendment to the Agreement includes adding the J.P. Morgan Digital Bill Payment Service to the services being provided to the City. This service uses the application,

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File ID: 2025-01415 8/12/2025
Paymentus for the passing of fees to customers through a "service fee" model. This means that when a customer chooses to pay their bill online using a method like a credit card, a separate fee is added to the transaction by JPMC. No extension of terms has been added to this amendment.

This recommendation implements service fees on customers who use credit cards (as well as Debit Cards & Digital Wallets) to make a payment. Service fee programs are available to governments and higher education entities and offer a way to recoup credit card transaction related costs on eligible charges. JPMC offers a program for managing the imposition of service fees by local governments.

The City benefits by using a third party for the transactions so that no service fees are paid into the City’s accounts. As a result, the City is not required to account for the fees, distribute the monies, or manage fee surpluses to comply with state laws constraining the collection of fees to actual costs incurred. When a customer pays for services or bills using a credit card, the credit card processor charges a fee. The fees can be (i) interchange (reflects the cost associated with accepting, processing and authorizing the card transaction), (ii) assessment fees (paid directly to the card networks to cover their operational costs, infrastructure, and related expenses), and/or (iii) technology costs.

Moving from an absorbed fee model, on June 11, 2024 (Resolution No. 2024-0193), the City Council (Council) approved the FY2024/25 Approved Budget, which contained department and citywide reduction strategies closing a structural deficit in the City’s General Fund. One of the approved reduction strategies decreased funding for credit card fee subsidies and such costs would be passed onto the customers using credit cards. In order to minimize administrative burdens and the risk of the City collecting charges in excess of actual cost in violation of State law, the recommendation proposes instead to have a 2.45% fee collected by the Bank to offset the charges currently passed on from the Bank to the city.

For example, a $100.00 payment by credit card to the City will result in a total charge of $102.45 with $2.45 going directly towards the fee. Customers will see this as two separate transactions on their credit card statement. The City will continue to provide payment alternatives customers can use that will not incur the 2.45% credit card service fee, which include eChecks, checks, cash, money orders, cashier’s checks, and traveler’s checks.

The City currently does not charge customers any service or surcharge fees to cover bank fees. The Department of Utilities (DOU) is developing a separate credit card fee process from the current citywide consumer funded process. At this time, DOU will be excluded from participating in the citywide consumer funded process and will be considering other options, i.e. a Surcharge or Convenience Fee Program. DOU’s process will be presented to Council at a later date and their budgeted fees will not be removed from their budget.

Similarly, the Youth, Parks & Community Enrichment (YPCE) will not immediately participate in the citywide consumer funded fee process as shifting resources and adding subscriptions to participate would significantly impact programs. YPCE will continue to consider options and will also report back

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File ID: 2025-01415 8/12/2025
to Council at a later date.

Policy Considerations: The proposed Third Amendment is in alignment with the citywide reduction strategy to help close structural deficits in the City’s General/Measure U Fund adopted by the City Council on June 11, 2024 (Resolution No. 2024-0193). By adding Paymentus, the proposed addition of the credit card service fee supports the City's budget sustainability and fiscal responsibility goals.

Economic Impacts: None.

Environmental Considerations: This report is an administrative activity that does not constitute a “project” and is therefore exempt from California Environmental Quality Act (CEQA) according to Section 15601(b)(3) of the CEQA guidelines.

Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: The actions recommended in this report enforces the reduction strategy in the Budget.

Financial Considerations: Approving the recommended Third Amendment to the Master Depository and Banking Services City Agreement no. 2015-2232 allows the city to continue to provide ongoing banking services while exercising the proposed consumer funded credit card service fee reduction strategy.

Due to increased fees and the significant impact to the budget the City, like many other jurisdictions, has made the decision to pass these fees to the customer. Based on the increasing frequency of high dollar credit card transactions, staff began researching how to implement the passing of the fees to the customers by reaching out to other jurisdictions, surveying the lines of businesses and their third- party vendors as well as reviewing potential internal upgrades and integrations. Given the current scope and assuming the volume is consistent to recent counts, implementing the consumer funded fee process with Paymentus could save the city an estimated $900k annually.

The City will continue to provide payment alternatives that will not incur the service fee. Payment alternatives without fees include eChecks, checks, cash, money orders, cashier’s checks, and traveler’s checks.

Local Business Enterprise (LBE): No goods or services are being purchased under this report.

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Third Amendment to Master Depository Agreement 1
THIRD AMENDMENT TO MASTER DEPOSITORY AND BANKING SERVICES AGREEMENT This Third Amendment to the Master Depository and Banking Services Agreement, dated , 2025 (this “Third Amendment”), for reference, is between the CITY OF SACRAMENTO (the “City”), a Contractor Background Depository and Banking Services Agreement” and designated as Contract Number 2015-2232 (the “MD&BS Agreement”), as amended by the First Amendment to the Master Depository and Banking Services Agreement dated as of July 27, 2017 (the “First Amendment”), and supplemented by the Supplemental Contract dated as of November 5, 2020 (together, the “Original Agreement”), and further amended by the Second Amendment to Master Depository and Banking Services Agreement dated as of December 22, 2022 (the “Second Amendment”) desire to further amend the Original Agreement by adding to the services being provided by Contractor to the JPMorgan Chase Bank, N.A. Services for Pay Connexion. document, tothe MD&BS Agreement, J.P . Morgan Digital Bill Payment Services. listed inthe MD&BS Agreementthe MD&BS Agreement as part ,and (bOriginal Agreement, including without the MD&BSservices provided to City by ContractorDigital Bill Payment Fees. Fees payable to Contractor with respect to Digital BillAgreement TermsFor the avoidance of doubt, “Service Fees” as described i stand alone,are separate and apart from any other references to service fees in the Original Agreement andare only applicable to the ayment ServicesAll Other Terms Remain in Force. herein Third Amendment to Master Depository Agreement 2
indicated by the dates in the signature blocks belowandSignatures; Counterparts. Third Amendment in counterparts, each ofwhich will be consideredCity of Sacramento JPMorgan Chase Bank, N.A. Sacramento City Treasurer ______________________Sacramento City ClerkApproved as to Form

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J.P. MORGAN DIGITAL BILL PAYMENT SERVICE TERMS V1.4_04_16_24

JPMorgan Chase Bank, N.A. and certain affiliates of JPMorgan Chase Bank, N.A. (collectively, the “ Bank”) and Paymentus Corporation and certain affiliates of Paymentus Corporation (collectively, “Paymentus”, and together with the Bank, the “Service Provider”) will provide the Customer with the Digital Bill Payment Service which provides a platform and connectivity enabling the Customer to (i) presen t bills and receive payments from Counterparties electronically, (ii) provide Counterparties with billing notifications, reminders and secure electronic billing, and (iii) other services as described in Schedules A and B to these Service Terms (the “ Digital Bill Payment Service ”).The Bank uses Paymentus Corporation and certain affiliates of Paymentus Corporation (collectively, “Paymentus”) as its primary application service pr ovider to provide the Digital Bill Payment Service to the Customer. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services (the “Account Terms”) as well as other applicable service terms (collectively, “Account Doc umentation”) are incorporated into these Service Terms by reference. By acknowledging or signing the applicable Account Documentation or by using or continuing to use the Digital Bill Payment Service, the Customer agrees to these Service Terms. If and to the extent there is a conflict between these Service Terms and the Account Terms, the provisions of these Service Terms shall govern. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Section 16 hereof, Section 9 of Schedule A or in the Account Terms.

1. Receivables/Pay-Ins. The Customer may use the Digital Bill Payment Service to initiate a Transaction from a Counterparty to the Customer using the Paymentus System. The Counterparty may be notified by the Customer using the Digital Bill Payment Service that payment is requested for a bill or invoice by sending a Payment Request. The Counterparty may choose to accept or decline a P ayment Request. Payment Requests that require Registration (e.g., recurring payments) will be processed once the Counterparty has completed Registration and authorized a payment to the Customer using a Payment Method. Customer understands and agrees that the Counterparty may choose not to Register or cancel an existing Registration at any time. Payment Requests that do not require Registration will be processed once the Counterparty has authorized a payment to the Customer using a Payment Method and input all the required information.

2. Counterparty Channels. The Customer may utilize interfaces made available by the Digital Bill Payment Service (“Counterparty Channels”) to facilitate interactions with the Counterparty. Counterparty Channels include an online and mobile website, phone-based call center and physical point of sale. The Counterparty Channels may be used for Registration and / or processing and service of a Transaction. The Customer may be offered the ability to customize the appearance and / or function of the Counterparty Channels in order to adhere to Customer branding requirements, including the use of the Customer’s name, logo and/or associated brand marks.

3. Transaction Processing/Payment Methods. The Customer may provide their Counterparty with the option of one or more Payment Methods to complete a Transaction. If the Counterparty authorizes a Transaction, the Bank will process the Transaction using the Payment Method selected by the Counterparty, as applicable. The Bank has no obligation to make any specific Payment Meth od available.

3.1 Integration with Customer Billing System. Paymentus will develop and maintain one real -time interface to interact with the Customer’s billing system.

3.2 Authorizing Transactions. Paymentus will confirm the dollar amount of all Payments, and when paid by the Counterparty, the corresponding fee to be charged. Paymentus will electronically obtain the Counterparty’s approval of the charges prior to initiating a payment authorizations transaction, and will provide the Customer with an electronic confirmation of all transactions and transaction reports.

3.3 Authenticating Counterparties. The Service Provider makes available to the Customer various methods for verifying the identity of Counterparties and the authenticity of their instructions, including verification of biller-assigned account numbers, account validation services and challenge questions. The Customer understands that certain Payment Methods will require account validation and/or Counterparty authentication.

3.4 Customer Settlement Account. The Customer authorizes the Bank to debit and credit a designated settlement account of the Customer held with the Bank in connection with the Digital Bill Payment Service.

3.5 ACH Processing.

3.5.1. For Use of the Digital Bill Pay Service in the U.S.: If the Counterparty chooses to make a Transaction through ACH, the Digital Bill Payment Service will, subject to these Service Terms and Schedule A, initiate ACH debit entries to the accounts of the Counterparty. The Bank will have no responsibility for any delays in receipt of funds, or errors in Account, or entries, or Instructions caused by the Customer, the Counterparty, or any other third party. In preparing and transmitting ACH debit entries, the Bank can rely on all information , data, and Instructions received by the Bank through the Paymentus System and will not be responsible for the inaccuracy of such information and data.

3.5.2. For Use of the Digital Bill Payment Service in Canada: If the Co unterparty chooses to make a Transaction through ACH, the Digital Bill Payment Service will, subject to these Service Terms and the Bank’s Global ACH Payments and Collection Service Terms (as same may be amended or substituted from time to time), initiate ACH debit entries to the accounts of the Counterparty. The Bank will have no responsibility for any delays in receipt of funds or errors in Account entries caused by the Customer, the Counterparty, or any other third party. In preparing and transmitting ACH debit entries, the Bank can rely on all information and data for any user provided to Paymentus through the Paymentus System, and will not be responsible for the inaccuracy of such information and data.

3.6 Card Processing and Stored Value Digital Wallet Accounts.

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3.6.1 For Use of the Digital Bill Payment Service in the U.S .: If the Counterparty chooses to initiate a Transaction using a Card, such Transactions will be submitted to Paymentus and processed by the Bank according to its formats and procedures and in accordance with and subject to Schedule A.

3.6.2 For Use of the Digital Bill Payment Service in Canada: The Customer will need to sign a separate payment processing agreement (“PPA”) with the Merchant Processor in order to enable Transactions using a Card. If the Counterparty chooses to initiate a Transaction using a Card, such Transactions will be submitted to and processed by the Merchant Processor according to its formats and procedures and in accordance with, and subject to the terms of, such PPA. In processing and transmitting Transactions through Cards, the Bank’s sole responsibility will be to transmit the Transaction information to the Merchant Processor

3.7 Stored Value Digital Wallet (SVDW) Processing. If the Counterparty chooses to initiate a Transaction using a SVDW Account, such Transaction will be submitted to and processed by the SVDW Provider in accordance with its terms and conditions. The Customer may be required to establish an account with t he SVDW Provider as a condition of enabling Customer to permit its Counterparties to initiate Transactions from their own SVDW Accounts. The SVDW Provider will be responsible for transferring value from the Cou nterparty’s SVDW Account to the Customer’s SVDW Account and for any reversals, recalls or returns in connection therewith, and the Bank will have no responsibility therefor. Once the Transaction is authorized, the SVDW Provid er will send an acknowledgment to the Bank and the Customer indicating processing of the Transaction. In processing and transmitting Transactions through the SVDW Provider, the Bank’s sole responsibility will be to transmit the Transaction information to the SVDW Provider. The Bank w ill have no responsibility or liability for any acts, omissions, delays or errors by the SVDW Provider. The availability of a SVDW Provider as a means for a Counterparty to complete a Transaction shall not be deemed an endorsement or recommendation of such SVDW Provider. No SVDW Provider shall be an agent or service provider of the Bank.

3.8 Cash Payments at Retail Locations. If agreed upon by the Customer and the Bank, the Customer may provide Counterparties with the ability to make Payments by cash at certain stores/retail locations (“Retailers”). The processing of such Payments will be performed at the Retailer’s location based upon an agreement between Paymentus and such Retailer and the Bank will have no liability if the Retailer fails to complete or erroneously completes a Payment or fails to provide transaction details to Pay mentus.

Transaction information provided by the Retailer to Paymentus will subsequently be reported by the Bank to the Customer; the Bank will have no responsibility for any errors in such information or reconciliation of such information.

4. Counterparty Convenience Fees; Surcharging. Convenience Fees, Surcharges or other similar service fees (collectively, “Service Fees”) may be charged to the Counterparty in relation to the Digital Bill Payment Service if mutually agreed upon by the Customer and the Bank. The Digital Bill Payment Ser vice may initiate a separate transaction for the collection of the Service Fee and will submit the transaction to the Bank or through the applicable network as applicable. Service Fees will either be retained by the Bank, Paymentus or the Customer, as mutually agreed upon by the Parties. The party retaining the Service Fee shall be responsible for obtain ing any necessary consents and issuing any required disclosures to Counterparties and for paying any applica ble fees and taxes related to the Service Fees. Certain state laws may prohibit and/or impose restrictions on the assessment of Service Fees added to credit card transactions. It is Customer’s responsibility to comply with all such applicable laws in conn ection with its decision to use the Digital Bill Payment Service to add such fees to the total amount Customer is collecting from its Counterparties.

5. Fees for Digital Bill Payment Service. A fee schedule for the Digital Bill Payment Service will be provided to the Customer. The Bank shall have the right to modify fees as provided in the Account Documentation. Fees charged may be based on certain assumptions relating to the average size of transactions, transaction volumes and the mix of payment types; without limitation of anything contained in the Account Documentation, if such assumptions prove to be incorrect, Customer’s fees may be increased. Customer agrees to pay any fees charged by Paymentus for: (a) point -of-sale devices and related third party implementation fees and other supplies, (b) any other equipment supplied by Paymentus and related expenses, and (c) customizations to the Digital Bill Payment platform made at Customer’s request.

6. Chargebacks / Return / Reversals . Customer is responsible for all Refunds processed by the Bank through the Digital Bill Payment Service, whether initiated by the Customer, the Counterparty, or any other third party. The Customer shall be responsible if any Transaction for which the Customer or any Counterparty has been given provisional credit is the subject of a chargeback, return or reversal, or if final settlement is not received by the Bank for any reason. In such event, the Bank will charge back the amount to th e Customer’s account or claim a refund from the Customer. The Bank will credit the amount of any returned Transaction to the Customer’s designated account upon receipt by the Bank of settlement and after any applicable resubmissions are completed.

7. Cancellation or Modification . Once a Payment Request has been issued to a Counterparty, such Payment Request may not thereafter be cancelled or modified by the Customer; provided, however, in the event the Customer requests to cancel or modify any Payment Request prior to the time th e Counterparty has accepted or declined such Payment Request, the Bank will endeavor to act upon a cancellation or modification request.

8. Security Procedures for Customer Transaction Instructions and other Information. Instructions transmitted by the Customer to the Bank shall be verified in accordance with either (i) applicable security procedures set forth, and as defined in, the Channels Terms if Instructions are delivered by the Customer to the Bank , or (ii) security procedures agreed upon with Paymentus if Instructions are delivered by the Customer directly to Paymentus . The Customer is responsible for implementing any procedures and requirements set forth in the applicable documentation provided to it by the Bank or Paymentus, as well as any subsequent mod ification made to such procedures and requirements that are designed to strengthen the applicable security procedures.

9. Obligations of the Customer. In connection with the Digital Bill Payment Service, the Customer shall have the following obligations:

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(a) The Customer shall provide the Service Provider with all information and materials reasonably necessary for the Service Provider to implement the Digital Bill Payment Service for use by the Customer, including providing the file format specification that the Customer currently uses to post its payments to the billing system.

(b) The Customer shall provide Paymentus with the information required to integrate with the Customer’s billing system, and shall cooperate with Paymentus when it changes its settlement and invoicing processes.

(c) Except as hereafter provided, the Customer (as the originator of each Transaction) authorizes the Service Provider to obtain an Authorization on the Customer’s behalf from each Counterparty when the Counterparty uses a Counterparty Channel to initiate a Payment, as applicable. When the Counterparty does not use a Counterparty Channel, but instead directly provides the bank account or Card details to the Customer, the Customer shall obtain the Authorization from each Counterparty and shall provide each Counterparty with all required disclosures pursuant to Applicable Laws and as additionally agreed to by the parties.

(d) The Customer shall maintain the Customer’s own channels required to utilize the Digital Bill Payment Service, including, but not limited to, website and mobile application, as well as any related links, URLs, APIs and Session Transfer capabilities between the Customer’s channels and the Digital Bill Payment Service, as applicable. The Customer agrees that the Digital Bill Payment Service shall be offered on all of Customer’s channels and websites on which other payment options are offered.

(e) The Customer shall procure and maintain, at its sole expense, all hardware, software and telecommunications equipment necessary to access and use the Digital Bill Payment Service, including any updates or upgrades required by the Service Provider for the Digital Bill Payment Service.

(f) The Customer shall use commercially reasonable efforts to ensure that the Customer and its vendors, if applicable, cooperate fully with the Service Provider to achieve interoperability of the Paymentus System and the Digital Bill Payment Service with the Customer’s or vendor’s hardware and software. The Service Provider will have the right to, at its discretion, reject any data that it reasonably believes will interfere with the ability of the Paymentus System or Digital Bill Payment Service to process data in accordance with these Service Terms.

(g) The Customer acknowledges that the Bank’s customer is the Customer and no Counterparty shall be considered a customer of the Bank for any purpose, unless that Counterparty is already a customer of the Bank in the ordinary course.

(h) The Customer shall maintain the confidentiality of any passwords, codes, digital certificates, security devices and related instructions for use of the Digital Bill Payment Service, which may be revised from time to time upon notice to the Customer, and if the Customer believes or suspects that any such information or instructions have been accessed by unauthorized persons, the Customer shall promptly notify the Bank and advise the Bank as to the effect of the security breach and the corrective actions to be taken to restore or verify security.

(i) For Use of the Digital Bill Payment Service in Canada: Customer directed stylistic changes to a Counterparty Channel including, but not limited to, text / font, background and foreground colors must adhere to Web Content Accessibility Guidelines (WCAG) 2.0 AA.

10. Representations, Warranties and Covenants. The Customer represents, warrants and covenants to the Bank that:

(a) The Customer shall comply with all Applicable Laws;

(b) Each Counterparty has agreed and authorized that their mailing address, email address, telephone number, Payment Method account details and any other information agreed upon by the Bank and the Customer, as applicable, may be shared with the Bank and th e Bank’s agents and vendors in connection with the Digital Bill Payment Service.

(c) Neither the Payment Request nor any resulting Transaction is being issued or made in respect of or in connection with past du e payments or debts owed by the Counterparty to the Customer, nor does any Payment Request or Transaction relate to accounts in default or delinquency under the terms of any agreement between the Customer and the Counterparty or under Applicable Law.

(d) The Customer agrees to indemnify and hold the Bank, its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys’ fees) arising dire ctly or indirectly from the Customer’s breach of any representation, warranty or covenant under these Service Terms.

11. Intellectual Property Ownership.

The Customer may only use Paymentus’ logo and other service marks (“Paymentus Marks”) to promote the Digital Bill Payment Ser vice and Paymentus’ role. The Customer does not have any right, title, license or interest, express or implied in and to any object code, software, hardware, trademarks, service mark, trade name, formula, system, know -how, telephone number, telephone line, domain name, URL, copyright image, text, script (including, without limitation, any script used by Paymentus on the Paymentus System) or other intellectua l property right of Paymentus (“Paymentus Intellectual Property”). All Paymentus Marks, Paymentus Intellectual Property, and th e Paymentus System, and all rights therein (other than rights expressly granted herein) and goodwill pertain thereto belong exclu sively to Paymentus. Customer will not transfer, license, publish, rent, assign, time -share, lease, convey, copy, translate, conver t to another programming language, decompile, disassemble, reverse engineer, modify or change the Paymentus System or any component thereo f for any purpose under any circumstances, except as permitted herein. Customer will not disclose or distribute to any other person or party, or allow any other person or party to access, inspect or copy the Paymentus System, including any component of the platform and related data. Unless otherwise expressly agreed to in writing, Customer shall not remove or modify any disclaimer, copyright or trademark notice contained in any component of the Paymentus System or Digital Bill Payment Service or in anything copied or downloaded therefrom.

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Customer shall not use the Paymentus System in a manner which would infringe the proprietary rights of Paymentus, the Bank or others or violate the laws, tariffs or regulations of any country. Customer agrees not to disclose to any other party and to keep confidential all of the Paymentus System and all information contained in or related to the Paymentus System and related documentation.

If the Customer requests Paymentus to make customizations in the Digital Bill Payment platform for Customer, any such Customi zation shall be considered part of the Paymentus System and shall be owned exclusively by Paymentus. For any such customization for which the Customer has paid fees to Paymentus as provided in Section 5, Paymentus hereby grants to the Customer a non -exclusive, non- transferable, non-sublicensable license to such customization solely in connection with the Digital Bill Payment Service and Paymentus System. Any such license granted to the Customer shall terminate immediately upon the termination of these Service Terms.

All Bank trademarks, trade names, service marks, logos and titles owned by or licensed to the Bank, including without limitation those used by Bank in connection with the Digital Bill Payment Service (collectively, “Bank Marks”), shall remain the sole and exclusive property of the Bank or the respective licensor. These Service Terms give Customer no rights or license to the Bank Marks.

12. Reliance on Information. Without limitation of the foregoing, the Service Provider is authorized to rely on the content, accuracy and completeness of all information and data received from the Customer or any Counterparty. The Service Provider will not be liable for any loss or damage arising out of the inaccuracy thereof, including any errors in the Counterparty Information and any resulting erroneous Transactions. The Customer shall be solely responsible for the security and integrity of all information and data supplied or transmitted to the Service Provider including during transmission to the Service Provider.

13. DISCLAIMER. THE DIGITAL BILL PAYMENT SERVICE IS PROVIDED “AS IS” AND "AS AVAILABLE.” TO THE MAXIMUM EXTENT

PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH

REGARD TO THE TECHNOLOGY OR DIGITAL BILL PAYMENT SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY

WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF

DEALING OR USAGE OF TRADE OR WARRANTIES OF NON -INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE DIGITAL BILL PAYMENT SERVICE.

14. Withdrawal of Access/Suspension of Service. The Customer shall immediately notify the Bank if it revokes enrollment of any Counterparty, or suspends any Counterparty or any Counterparty’s access to the Digital Bill Payment Service. The Bank may, at any time, in its sole discretion, cancel or suspe nd a Counterparty’s use of or access to the Counterparty Channels, as may be required by applicable law, rule or regulation or by the Bank’s policies and procedures. The Bank may, in its discretion, instruct the Customer to terminate access to any Authorized User or individual and the Customer agrees to promptly comply with such instructions.

15. Customer Agreement with Counterparty. The Customer acknowledges and agrees that the Bank shall not be deemed to have any knowledge (imputed or otherwise) of any of the terms or conditions of any agreement between the Customer and any Counterparty nor for the performance thereof. Notwithstanding the foregoing, in the event the Bank becomes aware that the content of any communication or agreement between the Customer and any Counterparty relating to the Digital Bill Payment Service is incorrect or contains information that the Bank in its reasonable discretion finds objectionable, the Bank shall have the right to require the Customer to modify or amend such communication or agreement to the Bank’s reasonable satisfaction. At all times , the Customer shall comply, and shall ensure that the Counterparty complies, with all Applicable Laws.

16. Definitions.

“ACH” means The U.S. Automated Clearing House System for use of the Digital Bill Payment Service in the U.S. and means the Automated Clearing Settlement Systems of Payments Canada for use of the Digital Bill Payment Service in Canada.

“API” means Application Programming Interface.

“Applicable Laws” mean: (a) any law, rule, regulation, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state, provincial or local laws, rules and regulations and including those issued by governmental o r regulatory authorities having jurisdiction over the relevant party, that are applicable to a party, or its business, or which the party is otherwise subject to, including without limitation , anti -money laundering laws, privacy laws and sanctions laws; (b) any applicable Payment Brand rules, standards and guidelines, including without limitation security standards relating to privacy, and data security, and (c) cle aringhouse and payment network rules.
“Authorized User” means any person who has been designated by a written notice from the Customer to act on behalf of the Customer under these Service Terms or the Account Documentation.

“Authorization” means an authorization from the Counterparty to the Customer that may be obtained (i) by the Bank on behalf of the Customer through the Counterparty Channels, or (ii) by the Customer, in either case before originating a debit or credit entr y to the Counterparty’s deposit account.

“Card” means a physical card or virtual representation of a card used to access an account or account number through which Payment Brand payment services are delivered, authorized and established between a Counterparty and a Payment Brand. Cards include, but are not limited to, credit or debit cards.

“Channels Terms” means the J.P. Morgan Treasury Services Electronic Channels Service Terms.

“Convenience Fee” is a charge to a Counterparty for the convenience of using the payment channel offered by Customer through the Digital

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Bill Payment Service.

“Counterparty” means either a consumer or business customer of the Customer or other person or entity with whom Customer has a relationship, who after completion of registration makes a Payment through the Paymentus System.

“Counterparty Channels” has the meaning given to it in Section 2.

“Customer” means the customer acting individually or in another capacity and using this Paymentus Service.

“Merchant Processor” means the Bank affiliate that is the provider of services necessary to authorize, process and/or settle Counterparty’s Card and ACH transactions (if applicable).

“Payment” is any payment made by Counterparties to the Customer for services, bills, or other amounts owed to the Customer.

“Payment Brand” is any payment method provider whose payment method is accepted by Bank for processing, including, but not limited to Visa Inc., MasterCard Incorporated, Discover Financial Services, American Express Company and other credit and debit card providers, and debit network providers.

“Payment Method” means one or more methods made available by the Service Provider, from time to time, through which Transactions are made or received by the Customer such as bank account, Card, Stored Value Digital Wallet Account and cash.

“Payment Request” means a request delivered by email to a Counterparty’s email address or by text message to a Counterparty’s telephone number, in each case as supplied by the Customer to the Service Provider, that the Counterparty pay specified amounts to the Customer.

“Paymentus System” is the platform through which Payments can be made through the Counterparty Channels.

“Register” or “Registration” means the process through which Counterparties provide their bank account or Card details, as applicable, using the Counterparty Channel in order to make or receive a Transaction.

“Stored Value Digital Wallet Account” means a wallet account maintained on a software-based system that (i) stores information about the account holder’s credentials used to fund such account and (ii) is used to make and receive payments, such as purchases from sellers, money remittances or other types of payments. A Stored Value Digital Wallet Account is not an Account.

“Stored Value Digital Waller Provider” means an entity that provides and maintains Stored Value Digital Wallet Accounts.

“Surcharge” is a fee added to a payment amount by the Customer for credit card only transactions. This fee is not applicable to debit cards.

The fee can be a fixed or variable amount and can be applied to card present or card not present transactions. The fee must be added to the principal amount of the transaction and collected in one transaction.

“Transaction” means the payment of amounts specified by the Customer to be paid by the Counterparty to the Customer using a Payment Method

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ADDITIONAL TERMS APPLICABLE TO THE USE OF THE DIGITAL BILL PAYMENT

SERVICE IN CANADA

Notwithstanding any other provision herein or in any Account Documentation, the Customer acknowledges that any information pr ovided to the Bank regarding any Counterparty, is not intended to establish a business relationship between the Bank and the Counterparty for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and its Regulations. The Customer represents and warrants that, by providing a Counterparty’s information to the Bank, it is not released from its ind ependent obligation to comply with all Applicable Laws and the Bank’s policies notified to the Customer.

The Customer agrees to enter into appropriate agreements with SVDW Providers to enable Customer to receive a Transaction from a Counterparty’s SVDW Account, as applicable.

The Customer represents, warrants and covenants to the Bank that: (i) each Counterparty has provided express consent for the Bank and its agents and vendors to send email and text messages, including those sent via automatic or automated dialing technology , for informational and servicing purposes to such Counterparty at the telephone number and email address that such Counterparty has provided to the Customer; and (ii) the Customer has verified that the Counterparty’s phone number has not been disconnected or reassigned before the Bank sends the text message

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SCHEDULE A

CARD AND ECP

PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES

When Customer uses the Digital Bill Payment Service to receive payments for Transactions initiated by Card or by ECP, those Transactions are processed by the Bank through systems and networks owned by the Networks, each of which maintains its own set of Networ k Rules governing Transactions processed over such Network.

1. Compliance with Network Rules, Applicable Law and User Guide; Network Liabilities .

Customer agrees to comply with the Network Rules (including the Security Standards) of each Network, as they pertain to the Transactions the Customer submits to the Bank for processing. The Customer shall not, through act or omission, cause the Bank to violate any Network Rules.

The Customer shall perform its obligations under this Schedule in compliance with all applicable federal, state and local law s and regulations and shall not submit any Transa ction that Customer knows to be illegal. Bank reserves the right to tem porarily suspend funding or refuse to process any Transaction if Bank reasonably suspects that it was prepared in violation of any provision of this Schedule appli cable law, or the Network Rules. Customer agrees to pay any and all fines, fees, penalties, liabilities, charges and other amounts which may be imposed or assessed by the Networks on Customer or Bank as a result of Customer’s actions, omissions, Transactions, Chargebacks or Returns, including without limitation, Customer’s failure to comply with the Network Rules, this Agreement or any Security Standards (the “Network Liabilities”).

2. Transactions: Chargebacks, Returns, and Refunds.

Customer represents and warrants that Customer will only use the services described herein and submit Transactions for processing which represent the sale or lease of goods or the provision of services by Customer to a Counterparty and not on behalf of any thir d-party seller.

Customer shall have full liability for all Chargebacks (with respect to Card Transactions) and all Returns (with respect to ECP Transactions), as may be assessed in accordance with the applicable Network Rules, provided, however, that in the event that any Chargeback or Return is ultimately reversed by the applicable Network in Customer’s favor, Bank shall refund Customer for the amount thereof. Customer is responsible for all Refunds processed by the Bank through the Digital Bill Payment Service, whether initiated by the Customer, the Counterparty, or any other third party.

3. Settlement and Funding.

(a) Bank will submit Customer’s Transactions to the applicable Network for processing, and thereafter will provisionally fund the Settlement Account (as defined below).

(b) Customer must designate at least one bank account for the deposit and settlement of funds and the debit of any fees and costs associated with Bank’s processing of the Transactions (all such designated bank accounts shall be collectively referred to herein as the “Settlement Account”). Customer authorizes Bank to initiate electronic credit entries, debit entries, and adjustments to the Settlement Account for amounts due to or from Customer in connection with this Schedule and the Service Terms. Bank will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including but not limited to delays or errors by th e Networks or Customer’s bank.

(c) Unless otherwise agreed, the dollar amount payable to Customer for Customer’s Transactions will be equal to the amount submi tted by Customer in connection with Customer’s sale Transactions, minus the sum of amounts due from Customer, including Refunds, Chargebacks, Returns, Network Liabilities, and all applicable charges and adjustments; provided, however, that in the event Bank fails to withhold any such amounts from Customer’s Transaction proceeds, Bank may debit Customer’s Settlement Account for such amounts.

(d) If Bank fails to withhold any Refunds, Returns, Chargebacks, Network Liabilities or other charges or amounts due from the proceeds payable to the Settlement Account (including where such proceeds are insufficient to cover such obligations), or if the Settlement Account does not have a sufficient balance to pay amounts due from Customer under these terms, Bank may pursue one or more of the following optio ns: (i) demand and receive immediate payment for such amounts; (ii) debit the Settlement Account for the amo unt of the negative balance; (iii) withhold settlement payments to the Settlement Account until all amounts are paid; (iv) delay presentation of refunds until a payment is made to Bank of a sufficient amount to cover the negative balance; and, (v) pursue any remedies Bank may have at law or in equity.

4. Specific Requirements, Representations and Warranties Relating to ACH Transactions.

(a) The National Automated Clearing House Association (“ NACHA”) Operating Rules (“ NACHA Rules”) are the applicable Network Rules governing Customer’s ACH Transactions. Customer is responsible for complying with the NACHA Rules as set forth in Section 1 of this Schedule. As the originating depository financial institution, Bank will originate and process Customer’s ACH Transactions (the “ODFI”, as that term is further defined in the NACHA Rules), and Bank retains the right to reject or delay any ACH Transactio n, to execute an ACH Transaction through any clearing house or channel it deems appropriate, to terminate or suspend Customer’s right to originat e ACH Transactions, or to audit Customer’s compliance with the NACHA Rules.

(b) Any credit made to a Counterparty’s account as a result of an ACH Transaction originated by Customer (e.g., an issuance of a refund) is provisional until the Counterparty’s receiving depository financial institution (the “ RDFI”, as further defined in the NACHA Rules) receives final settlement for such entry through a Federal Reserve Bank. If final settlement is not received by the RDFI, the RDFI will receive a refund from the Counterparty, and the Counterparty will not be deemed to have been paid by Customer.

PN: 3142373 DOC ID: 1 Page 8 of 10

(c) Customer represents and warrants that: (i) each ACH Transaction Customer originate s will comply with all applicable laws and NACHA Rules; (ii) Customer will not originate any ACH Transaction as a Third Party Sender (as that term is defined in the NACHA Rules) and will not allow any third party to originate an ACH Transaction through Cus tomer’s account under this Agreement; (iii) all ACH Transactions resulting in a debit to the Counterparty will be authorized by the Counterparty in writing and signed or s imilarly authenticated in a manner that complies with the NACHA Rules; (iv) Customer will obtain and retain proper authorization, in accordance with all applica ble laws and the NACHA Rules, for each initiation of an ACH debit or credit to a Counterparty’s account, and will make copies thereof available to us upon request; and, (v) Customer hereby makes to us, and certify compliance with, all warranties that Bank makes, or is deemed to make, under the NACHA Rules, in connection with any ACH Transaction Customer originates.

5. Safeguarding Account Information; Security Standards.

(a) Customer represents to Bank that Customer does not have access to any Account Information (such as the Counterparty’s primary account number, expiration date, security code or personal identification number) and Customer will not request access to such Card i nformation from Bank. In the event that Customer does happen to receive Account Information in connection with the processing services provided by Bank, Customer agrees that Customer will not use it for any fraudulent purpose or in violation of any Network Rules or applicable law and Customer will c omply with all applicable Network Rules and Security Standards. Customer also acknowledges the heightened risk associated with access to Transactions and Account Information, and, to the extent Customer does have access to Transactions and Account Information, Customer must establish policies and procedures to protect such informat ion in conformity with the Network Rules, Security Standards, and applicable law, including the storage and disclosure of such information. Customer shall exercise reasonable care to prevent use or disclosure of Transactions or Account Information, other than as necessary to complete a Transaction or as otherwise specifically permitted by the Network Rules or required by applicable law. If at any time Customer determines or suspects that Transactions or Account Information have been compromised, Customer must notify Bank immediately and assist in providing notification to such parties as may be required by law or Network Rules, or as we otherwise reasonably deem necessary. Cust omer further agrees to provide Bank, upon request, with information related to Customer’s compliance with the Network Rules and Security Standards as may from time to time be required by the Networks or reasonably requested by Bank.

(b) Customer acknowledges that failure to comply with the Network Rules, including the Security Standards, or the occurrence of a Data Compromise Event, may result in assessments, fines and/or penalties by the Networks. In the event Bank incurs any damage, loss, liability or expense as a result of any such failure or occurrence, including, without limitation, any Network Liability, Customer shall reimburse Bank immediately for all such amounts. Furthermore, if any Network requires a forensic examination of Customer or any of Customer’s agents, business partners, contractors, or subcontractors due to a Data Compromise Event, Customer agrees to cooperate with such fore nsic examination until it is completed, including, without limitation, the engagement of an examiner ac ceptable to the relevant Network.

Notwithstanding the foregoing, the Networks may directly, or demand that Bank engage an examiner on Customer’s behalf in order to expedite the investigation of the Data Compromise Event. Customer agrees to pay for all cos ts and expenses related to any required forensic examination.

6. Taxes, Merchant Taxpayer Certification and Bank’s Reporting Obligations.

Upon request from time to time, Customer shall provide Bank with the appropriate taxpayer certification documentation, via In ternal Revenue Service (IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable). Customer shall promptly notify Bank if there are any changes in this information. Bank may deduct withholding taxes, if any, from proceeds payable to Customer or any entity that is a party to this Schedule where required under applicable law. Bank may, in accordance with applicable law and from time to time during the term of this Service Terms, request Customer to recertify its taxpayer certification hereunder. Furthermore, Customer shall be responsible for any penalties related to Bank’s reporting obligations hereunder to the extent such penalties accrue based on the actions or inactions of Customer despite reasonable notice from Bank.

Customer agrees to pay and are responsible for all sales, use, excise, goods and services, value -added and like taxes, which are imposed on the provision of sale or lease of any equipment, supplies, intellectual property or services under this Schedule. If Customer is required by law to deduct or withhold and pay withholding or other taxes (“Taxes”) on Bank’s behalf with respect to any amounts payable during the term of this Schedule, Customer will pay such additional amounts (the “Additional Amounts”) a s may be necessary so that the net amount received by Bank(including Additional Amounts) after such withholding or deduction will not be less than the amount that Bank would have received if such Taxes had not been withheld or deducted. Customer will also make such withholding or deduction, and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law . Bank may deduct withholding taxes, if any, from proceeds payable to Customer or any entity that is a party to this Schedule where required under applicable law.

7. Amendments and Updates.

Bank reserves the right to update or amend this Schedule from time to time, including as may be required to ensure compliance with the Network Rules, applicable law, or the policies, procedures or requirements of the ODFI. In such event, Bank will provide Customer with the changes, or with an updated copy of this Schedule, and Customer’s continued use of Bank’s processing services after Customer’s receipt of such changes shall constitute Customer’s agreement to comply with the Schedule as so amended.

8. Confidentiality of SOC-1; Letter of Compliance.

The following information shall be deemed Bank’s confidential information: (i) any SOC1 (Disclosure of Service Organization Control Report No. 1), SSAE-16 or SSAE-18 (Statement on Standards for Attestation Engagements No. 16 or No. 18) report provided by Bank;; (ii) any attestation of compliance or similar letter or report provided by Bank with respect to Bank’s compliance with the Security Standards. Customer will not disclose, transmit or otherwise disseminate in any manner whatsoever any such confidential information provided by Bank to any third party.

PN: 3142373 DOC ID: 1 Page 9 of 10

9. Definitions.

(a) “Account Information” is information related to a Counterparty or the Counterparty’s Card or any bank account, depository account, or other account maintained by the Counterparty, and that is obtained by Customer or Bank from the Counterparty’s Card or any check provided by the Counterparty, or that is otherwise obtained by Customer from the Counterparty in connection with a Transaction (for example, an account number, a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number, a bank account number, a card expiration date, the Counterparty’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Card or any check printed thereon, or magnetically, electronically or otherwise stored thereon. (b) “ACH” means Automated Clearing House.
(c) “ACH Transaction” means Customer’s Transactions using ECP that utilize the ACH network, including, without limitation, those with Standard Entry Class codes ARC, TEL and WEB.
(d) “Card” means a physical or virtual credit, debit card, pre -paid card, or stored value card, or any evidence thereof (e.g. account number, access number, token, code, payment credential, or other form factor or access device), or any device, mobile application, digital wallet or other technology, medium or method (regardless of form) used to access an account or account number associated therewith and through which Network payment services are delivered, authorized and established between a Counterparty and a Network, or representatives or members of a Card Network that Customer accepts from Counterparties as payment for goods or services. (e) “Chargeback” is a rejection, reversal or return of a Transaction previously presented to Bank, as permitted and governed by the applicable Network Rules. The term Chargeback shall include any Return of an ECP Transaction. (f) “Convenience Fee” is a charge to a Counterparty for the convenience of using the payment channel offered by Customer through the Digital Bill Payment Service.
(g) “Counterparty” is the person or entity to whom a Card is issued or who is otherwise authorized to use a Card and who initiates a payment with Customer relating to a Transaction.
(h) “Data Compromise Event” means an occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transactions and/or Account Information.
(i) “ECP” means electronic check processing as a means of receiving or making payment in connection with a Transaction or Refund. ECP includes various products of a type supported by Bank, including, without limitation, ACH, ARC, CCD, EFT, POP, PPD, TEL, WEB and Facsimile Draft.
(j) “Network” is any payment method provider whose payment method is accepted by Customer from Counterparties and which is accepted by Bank for processing, including, but not limited to, Visa, Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers. Network also includes: (i) NACHA with respect to ACH Transactions, and (ii ) any other network or clearing house over which any ECP Transactions may be processed. (k) “Network Rules” are the standards, bylaws, rules, and operating regulations, as they exist from time to time, of the various Networks, and includes the Security Standards.
(l) “Refund” means any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services, and any adjustment of a Transaction.
(m) “Return” means any rejection, reversal or return of an ECP Transaction or ACH debit entry Customer previously presented to Bank, as permitted and governed by the applicable Network Rules.
(n) “Security Standards” are all rules, regulations, standards or guidelines adopted or required by the Networks or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Account Information, including but not limited to the Payment Card Industry Data Security Standards (“PCI DSS”), Visa’s Cardholder Information Security Program, Discover’s Information Security & Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program, MasterCard’s POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time.
(o) “Surcharge” is a fee added to a payment amount by a merchant for credit card only transactions. This fee is not applicable to Debit Cards. The fee can be a fixed or variable amount. A surcharge can be applied to card present or card not present transactions. The fee must be added to the principal amount of the transaction and collected in one transaction. (p) “Transaction” is a transaction conducted between a Counterparty and Customer utilizing a Card or ECP for payment in connection with the sale of goods or the lease or provision of services by Customer (either directly or through us). Transaction may also be used to refer to the written or electronic record of such a transaction, including, without limitation, an authorization code, settlement record, ECP file, or a credit or debit entry pursuant to and consistent with NACHA Rules which is submitted to us to initiate or evidence a Transaction. (q) “Transaction Receipt” means an electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Counterparty.

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SCHEDULE B

SERVICES

DIGITAL BILL PAYMENT PROPOSAL

CITY OF SACRAMENTO

Date: 05/21/2025
Pricing Proposal valid for 90 Days

STRICTLY PRIVATE AND CONFIDENTIAL

Delivered to: City of Sacramento
Industry: City-wide Government (non-utilities) Payments ACH/eCheck: TBD
Debit/Credit Card/Digital Wallet: annual transactions for Digital Bill Payment
Powered by the Paymentus Instant Payment Network (IPN®) (Checkbox indicates service/feature is included)
✓
Online Quick Pay
Allow customers to view and pay bills without having
to register an account. Hosted, IFrame and API
options.
✓
Agent Dashboard/Staff Portal
Single point of access to view real-time transactions
and analytics, manage notifications, take payments,
cashiering, cash management and more.
✓
Customer Portal
Full service for registered users to make payments,
link accounts, manage wallets and preferences, and
recurring payments. Hosted, IFrame, API, and SSO
options.
✓
Payment Processing Services
PCI and NACHA compliant. Secure real-time data
with streamlined funding and simplified
reconciliation for all payment types and channels.
✓
IVR/Automated Phone Payments
Multilingual Interactive Voice Response lets
customers hear their balance and make payments
quickly and easily.
✓
eBills & Paper Suppression with Bill Delivery
You can opt in or out of paper bills. Bill notifications and bill image support are available.
✓
Pay-by-Text with Unique Link
Automated interactions via text to make payments in
a secure environment.
✓
Secure Service® Payments IVR/SMS
Patented technology for CSRs to capture payments
in a PCI-compliant agent assisted session.
✓
Outbound Customer Notifications
Deliver reminders and other critical notifications by
email, text, and phone.
✓
Advanced Payments
PayPal, PayPal Credit, Venmo, Apple Pay and
Google Pay payment options.
✓
ChatBot Payments & Information
Artificial intelligence and machine learning improve
the speed and quality of FAQ and payment
interactions.
✓
Payments at Retail Locations
Customers can pay their bills at a growing list of stores - Walmart, CVS, Walgreens, and more
(consumer or biller fees apply).
✓
In-Person Payments & Cashiering
Options for kiosks and over-the-counter/POS
payments with EMV devices and integrated
cashiering options

Pricing Description: City-wide Government (non-utility) Payments & User Fee Model or Biller Funded Model Setup & Implementation Fees
Annual Subscription Fees
Annual Support & Maintenance Fees
Gateway Fees/NACHA/PCI Compliance Fees
Per Item Transaction Fees for Debit Card, Credit Card & Digital Wallets (includes all fees of interchange, assessments, authorizations, gateway, and technology costs, no other fees apply and all are available for earnings credit discounts)
• Includes Auto-Updater

2.45% per transaction

Per Item Transaction Fees for eChecks/ACH
• Includes Account Validation Services
$ per transaction
Chargebacks and returned checks per item each
■ Per Item per Transaction Fees includes all fees of interchange, assessments, authorizations, gateway, and technology costs, no other fees apply and all are available for earnings credit discounts.
■ Per Item per Transaction Fees for Card and Digital Wallets includes Auto-Updater. ■ Per Item per Transactions Fees for eChecks/ACH includes Account Validation Services. ■ The average non-utility payment amount is $829.75. There is a minimum fee of $ for non-ACH payments. Maximum payment for cards and digital wallets is $ per item. ACH maximum payment amount is per item. Multiple transactions can be made. Additional limits can be reviewed.
■ Kiosk are available upon request (state tax to be added based on shipping location). ■ Earnings credit applies to all costs, including technology, print and processing fees ■ All Biller-Funded fees will be charged through J.P. Morgan Chase Account Analysis via Service Code 8831–Digital Bill Payment Monthly Charge.
■ Volumes listed in the proposal are expected with the proposed price. JPMC reserves the right to adjust pricing if volumes are not met or assumptions are incorrect. ■ POS pricing is per device. Note: taxes to be added based on shipping location. If wireless is used a data plan will need to be provided.

Name: Lane3000 Standard Terminal
Price: per device
Name: Lane7000 Standard Terminal
Price: per device
Name: Link2500
Price: per device
Accessories (Optional): Car Charger:
$ & Holster:

Disclaimer
This document was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminar y basis, the feasibility of a possible transaction or transactions and does not carry any right of public ation or disclosure, in whole or in part, to any other party. This document is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunct ion with, the oral briefing provided by J.P. Morgan. Neither this document nor any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P. Morgan.

The information in this document is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are accordingly subject to change. J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this document, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information availabl e from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other ent ity. J.P. Morgan makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of consummat ing a transaction. Unless expressly contemplated hereby, the information in this document does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and othe r effects.

Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may d isclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federa l and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses ) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment an d/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan. J.P. Morgan's policies on data privacy can be found at http://www.jpmorgan.com/pages/privacy.

J.P. Morgan is a party to the SEC Research Settlement and as such, is generally not permitted to utilize the firm's research capabilities in pitching for investment banking business. All views contained in this presentation are the views of J.P. Morgan’s Investment Bank, not the Research Department. J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable research ra ting or specific price target, or offering to change a rating or price target, to a subject company as con sideration or inducement for the receipt of business or for compensation. J.P. Morgan also prohibits its research analysts from being compensated for involvement in investment ba nking transactions except to the extent that such participation is intended to benefit investors.

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