Item 15 - Enterprise Land Management System Online Payment Services System

Home Browse Search

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 Term,the"Term ofthe Agreemenf')unless either Party provides not less than sixty(60)days'prior written notice of termination to the other Parry. 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 (1)there is a material adverse change to AGENCY or its financial condition; (ii)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(1)that it determines AGENCY has experienced an actual or suspected data security breach; (11)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 Payment Network. Transactions which are received after the designated cut-off time will be included in the next business day's settlement 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 A)only 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 indicate 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 25.06.01 Page 3 CS01165915.0 03-19-26