HomeMy WebLinkAbout09-129 Resolution No. 09-129
. RESOLUTION
- AUTHORIZING EXECUTION OF AN AGREEMENT WITH
MERCHANT SYSTEMS, INC.
FOR TRANSACTION SERVICES AND CREDIT CARD SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED that Olufemi Folarin, City Manager, and Diane Robertson,
City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City
of Elgin with Merchant Systems, Inc. for transaction services and credit card services, a copy of
which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: May 27, 2009
Adopted: May 27, 2009
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
** Fully executed copy was never returned to the City Clerk's Office from ITS or Finance. See
original note from Mary Giffort in Legal regarding the signatures on the next page.
•
Resolution No. 09-129
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
MERCHANT SYSTEMS, INC.
FOR TRANSACTION SERVICES AND CREDIT CARD SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED that Olufemi Folarin, City Manager, and Diane Robertson,
City Clerk,be and are hereby authorized and directed to execute an agreement on behalf of the City
of Elgin with Merchant Systems, Inc. for transaction services and credit card services, a copy of
which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: May 27, 2009
Adopted: May 27, 2009
Omnibus Vote: Yeas: 7 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
•
Resolution No. 09-129
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
MERCHANT SYSTEMS, INC.
FOR TRANSACTION SERVICES AND CREDIT CARD SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED that Olufemi Folarin, City Manager, and Diane Robertson,
City Clerk, be and are hereby authorized and directed to execute an agreement on behalf of the City
of Elgin with Merchant Systems, Inc. for transaction services and credit card services, a copy of •
which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: May 27, 2009
Adopted: May 27, 2009 _
Omnibus Vote: Yeas: 7 Nays: 0
.C;4/fL.
Attest: 4 � '"J
s/Diane Robertson
O
itAT
Diane Robertson, City Clerk
•914,4 #0 St.rm ea-aza,LX
/i7z
OF*1 1411014
'IV
AUTOMATE0
1.41
• { t
rME.RGII ANT=''
S Y 81r Sd�
I NC Oiklr$bUAtT!t's 11:1
1.f�o tiortlilak a a lir MERCHANT PROCESSING AGREEMENT
1 t0 APPLICATION AND FEE SCHEDULE
Altartlotitea`Jpru1�5 yl L 3270,11
A Registered Service Provider of NCMIC Finance Corporation
PRINT CLEARLY
MERCHANT :Pgr4V iT : �- f1,1r '1 , F="A' PREPARED BY: Jenny Barber DATE:
`INSTIT •--•�=_:: w,- ���=�� - � - - ���_`--= 3 SALES REP 1: Daniel L. Sloan SALES REP#:
zz�ygrr;,�-sve"3s�+•:e�avz:e_- �s�-�r .... a�.c:�x;...,..i..__;Y�s��=4irza:,.�F%ox-�v":z'..-•�H
DBA: Business Name(if different from Legal Name): Corporate/Legal Name:
City of Elgin City of Elgin
Address(Physical Location): Mailing Address:
150 Dexter Court 150 Dexter Court
City: State: Zip: City: State: Zip:
Elgin IL 60120 Elgin IL 60120
Email Address: Website Address:
_grocke_I@cityofelgin.org www.cityofelgin.org
Contact Name: Title: Contact Name:(Corporate Office,If Applicable) Title:
Lori Grocke Accountant Colleen Lavery Assist. Finance Director
Business Phone#: Fax#: Business Phone#: Fax#:
(847)931-5627 (847)931-5622 (847)931-5636 (847)931-5622
Name and Address to Appear on Statement: El DBA Business ❑Legal FED TAX ID#IBUSINESS LICENSE#: State Tax ID:
City of Elgin 36-6005862
If Chain,Chain's Store Name and#: BUSINESS LICENSE#:
MERCHANT EXPECTED AVERAGE TICKET
OWNERSHIP TYPE: 0 Government ❑Non-Profit EXPECTED MAX TICKET
o Sole Proprietorship 0 Partnership ❑LLC MONTHLY MCNISA VOLUME
❑Corporation(State ) 0 • NUMBER OF YEARS IN BUSINESS 155
(ADDITIONAL Locations Annex Attached) (Initials) NUMBER OF YEARS PRESENT OWNERSHIP 155
CHAIN MERCHANT ❑YES '®NO
-7`- ,'- - - -a�vl•�d�..-„az .:F-� - - _ _ -:.aa•.r lr;::_,?r•w"pJ%s.,."_�:.f= - :::F. •�.i-=.. _ - �'.L'.aty'=,' =>
- `3:'_.'T'�-? - _1sA _ _ _ �: - ��4k�".` �~�s`.. _Z�+�-_s.+ =-4'i .sxa.c.tf.r�s-"��.,.�,.=.i�=�•.�-cam.fi�
r,,...:=�i'a�`-_'..�.=:.j:u z...�.n__�.rza:��
Authorized Signer(First): MI: Last: Title: Phone Number: E-Mail Address:
Olufemi Folarin City Manager
Alternate (First): MI: Last: Title: Phone Number: E-Mail Address:
James R. Nowicki Fiscal Services Dir (847)931-5626 nowickij@cityofelgin.org
Alternate (First): MI: Last: Title: Phone Number: E-Mail Address:
Colleen Lavery Assistant Finance Di (847)931-5636 Lavery_c@cityofelgin.org
THE AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED BELOW:
NCMIC Finance Corporation Automated Merchant Systems, Inc.
1400 University Ave.,Clive,IA 50325
515-313-4561
By: By:
Daniel L.Sloan,President,Automated Merchant Systems,Inc.,pursuant to a 600 North Lake Blvd.,Suite 140 Date
separate Agency Agreement,the terms and conditions of which have been Altamonte Springs,FL 32701
met. 407-331-5465
Rev 3/2009g
Page 1
. INCOMPLETE APPLICATIONS WILL BE RETURNED TO SALES REPRESENTATIVE
• Please Mark all Card Types Accepted and Initial Here: (initials) BANK ACCOUNT INFORMATION
®Debit Cards:VIMC(consumer signature cards/all foreign issued cards/P debit cards) Deposit Routing/Transit#: Deposit Account Number(15 digits)
®Other Cards:V/MC(business credit/debit,consumer credit,&all foreign issued cards)
'For Detals on how transacticns qualify at each level,please refer to your Operating Procedures Guide. Chargeback/Routing/Transit Chargeback Account Number(15 digits)
OTHER MERCHANT NUMBERS: AUTH EDC
AMEX 0 0
DISCOVER ❑ ❑ Bank Name: Arncore Bank N.A.
JCB - ❑ 0 Contact John McGough Acct Type: Business Checking
OTHER 0 ❑ Phone: (847)273-3507 Fax:
CHECK ID
CHECK SVC Merchant hereby authorizes NCMIC Finance Corporation and Automated Merchant
Systems, Inc. to initiate credit and/or debit entries for amounts originating under the
Merchant Processing Agreement and the provision of related services, software, and
P.O.S. TYPE (#) equipment (via ACH or otherwise) including any reversals or adjustments on original
entries to the Merchants Bank Account (as defined in the Merchant Processing
PRINTER (#) Agreement). Attach Voided check.
PIN PAD (#) Signature 14 \ ; , Date
TIPS AUTO CLOSE (#) *feed r er
CURRENT PROCESSOR: Nova POS DEBIT: , .
SIC CODE: NETWORK:
Mail/Phone Order Y OR N % Internet Y OR N %
IF YES,PLEASE INCLUDE COPY OF CATALOG OR PRICE LIST
Does Merchant have adequate inventory on hand to support business? Yes ® No❑
Is Merchant open for business? Yes ® No ❑ If no,
State specifically merchandise type or the exact services offered (inventory must be accounted for):
City Government
Merchant Type: ❑ Retail Outlet 0 Restaurant/Food 0 Lodging 0 Mail/Telephone Order Only ❑Home Business,Trade Fairs
0 Outside Sales/Service,Other,etc. ❑Manual Entry with Imprint ❑ Internet(contact email address required above)
Methods of Marketing:
❑Newspaper/magazines 0 Internet 0 Television/Radio ❑Direct Mail,Brochure Catalogs ❑Outgoing Telemarketing Sales
BUILDING TYPE: Shopping Ctr. ❑ Office Building ❑ Residence ❑ Separate Building ❑ Website❑ Other ❑
MERCHANT: Owns ❑ Rents 0
AREA ZONED: Commercial ❑ Industrial 0 Residential❑
SQUARE FOOTAGE: 0 0-500 0 501 -2500 0 2501 -5000 0 5001-10,000 0 MORE THAN 10,000
Trade Name: Contact:
Address: Account Type:
Phone: Fax: Account#:
Trade Name: Contact:
Address: Account Type:
Phone: Fax: Account#:
Landlord: Contact:
Address: Rent/Mortgage
Payment Amount:
Phone: Fax: Account#:
Page 2
. April 2009 Interchange Rate Schedule
MasterCard Cards Other Cards . Debit Cards World Cards World Elite I High Value Enhanced
• Merit3 1.58%+$0.10 1.05%+$0.15 1.73%+$0.10 2.20%+$0.10 1.73%+$0.10
Key Entered 1.89%+$0.10 1.64%+$0.16 2.05%+$0.10 2.50%+$0.10 2.04%+$0.10
Merit/ 1.89%+$0.10 1.64%+$0.16 2.05%+$0.10 2.50%+$0.10 2.04%+$0.10
Standard 2.95%+$0.10 1.90%+$0.25 2.95%+$0.10 3.25%+$0.10 2.95%+$0.10
MasterCard Municipal . Other Cards Debit Cards World Cards '• World Elite!High Value Enhanced
Public Sec/Emerging Market 1.55%+$0.10 0.80%+$0.25 1.55%+$0.10 1.55%+$0.10 1.55%+$0.10
Utility 0.00%+$0.65 0.00%+$0.45 0.00%+$0.65 0.00%+$0.75 0.00%+$0.65
Services Industries 1.15%+$0.05 1.15%+$0.05 1.15%+$0.05 1.15%+$0.05 1.15%+$0.05
. . MasterCard T&E = • Other Cards • Debit Cards World Cards. World Elite I High Value .Enhanced -
Restaurant 1.19%+$0.10 1.73%+$0.10 1.73%+$0.10
Convenience Purchases 1.90%+$0.00 2.00%+$0.00 2.00%+$0.00 1.90%+$0.00
Small Ticket 1.55%+$0.04
World T&E 2.30%+$0.10 2.75%+$0.10
T.I.P.S.Hotel 1.58%+$0.10 1.36%+$0.15 1.90%+$0.10
T.I.P.S.Car Rental 1.58%+$0.10 1.36%+$0.15 1.90%+$0.10
MasterCard Commercial • Business Corporate Purchasing Business World/W-Elite
Face To Face 2.20%+$0.10 2.15%+$0.10 2.40%+$0.10 2.25%+$0.10
Data Rate III 1.80%+$0.10 1.80%+$0.10 1.80%+$0.10 1.85%+$0.10
DataRatell 2.20%+$0.10 2.15%+$0.10 2.40%+$0.10 2.25%+$0.10
DataRatel 2.65%+$0.10 2.65%+$0.10 2.65%+$0.10 2.70%+$0.10
Standard 2.95%+$0.10 2.95%+$0.10 2.95%+$0.10 3.00%+$0.10
T&E I 2.50%+$0.00 2.40%+$0.00 2.70%+$0.00 2.55%+$0.00 •
T&E II 2.35%+$0.10 2.25%+$0.10 2.55%+$0.10 2.40%+$0.10
MC International `..'•.•, , -Other Cardstc.°"4; . MC International` :: Corporate:.•,•-,:-....--- Business World/Elite
Consumer Electronic 1.16%+$0.00 Purchase Card Data II 1.70%+$0.00 1.70%+$0.00
Consumer Standard 1.69%+$0.10 Purchase Card Data I 2.00%+$0.00 2.00%+$0.00
Corporate US Acquired 2.00%+$0.00 2.00%+$0.00
Visa Cards-2',..' _ .•` Other Cards- -'" :• Debit Cards- _ . _. .-. Rewards"-.' 1^.s-7 x'= :Miscellaneous Fees«sM's.-:=�. ' 4.•
CPS Retail 1.54%+$0.10 _ 1.03%+$0.15 1.65%+$0.10 Setup Fee $ 0.00
CPS Keyed 1.80%+$0.10 1.60%+$0.15 1.95%+$0.10 Monthly Service Fee $ 7.50
CPS Card Not Present 1.80%+$0.10 1.60%+$0.15 1.95%+$0.10 Monthly Minimum $ 10.00
E.I.R.F. 2.30%+$0.10 1.75%+$0.20 1.95%+$0.10 Interchange Rate MARKUP % 0.20
Standard 2.70%+$0.10 1.90%+$0.25 1.95%+$0.10 Interchange Per Item MARKUP $ 0.05
Preferred eCommerce 1.80%+$0.10 1.55%+$0.15 1.95%+$0.10 PCI NON-Compliance Fee % 0.05
Basic eCommerce 1.80%+$0.10 1.60%+$0.15 1.95%+$0.10 MC Dues&Assessments % 0.0950
Visa Dues&Assessments % 0.0925
" Visa Municipal.=` •. Other Cards.- • Debit Cards- . Rewards, - Dues&Assessments Per Transaction $ 0.02
CPS Retail 2 1.43%+$0.05 0.80%+$0.25 1.95%+$0.10 Local/Wats Auth/Ded $ 0.10
CPS Retail 2 Select Markets 1.43%+$0.05 0.80%+$0.25 1.95%+$0.10 T&E Local/Wats Auth/Ded $ 0.20
Utility Fee Program 0.00%+$0.75 0.00%+$0.75 1.95%+$0.10 Voice Auth $ 0.75
Debit Auth/Ded $
Visa T&E: - Other Cards - Debit Cards - - International Assessments Debit Capture $
Restaurant 1.54%+$0.10 1.19%+$0.10 Applies to ALL Non-US Internet Gateway $ 0.00
Small Ticket 1.65%+$0.04 1.55%+$0.04 Issued Visa Cards used at (•)Internet Per Item $ 0.00
Hotel Card Present 1.54%+$0.10 1.36%+$0.15 any US Merchant Location. Chargebacks $ 12.00
Hotel Card Not Present 1.54%+$0.10 1.36%+$0.15 0.40% ACH Rejects $ 30.00
Car Rental_Card Present 1.54%+$0.10 1.36%+$0.15 Manual Imprinter $ 35.00
Car Rental Card Not Present 1.54%+$0.10 1.36%+$0.15 MID Reporting Fee $ ea
Early Termination Fee See Section 11
: .Visa Commercial :. : . Purchasing -- Business - r Corporate , - . Signature .• (')There are NO Per Item fees for the first
Level III 1.80%+$0.10 Transaction(s),per calendar month!
Level II 2.05%+$0.10 2.05%+$0.10 2.05%+$0.10 Interchange Plus Formula '•
Business 2 Business 2.10%+$0.10 2.10%+$0.10 2.10%+$0.10 2.10%+$0.10 AIC/Visa Rate Formula
Card Not Present 2.55%+$0.10 2.25%+$0.10 2.20%+$0.10 2.40%+$0.10 Interchange Rate+Rete Markup=Merchant Rate+DdA
Retail 2.30%+$0.10 2.20%+$0.10 2.10%+$0.10 2.10%+$0.10 example{Merit 3 Other Cards}1.58+0.50=2.08%+0.0950%
Electronic 2.65%+$0.10 2.40%+$0.10 2.25%+$0.10 2.40%+$0.10 Per Item Formula
Standard 2.95%+$0.10 2.95%+ 0.10 2.95%+$0.10 2.95%+$0.10 interchange per h®+per Item Markup+DRA P[=Merchant per
• $ h®
Utility Fee Program- 0.00%+$1.50
Merchant agrees to pay actual Interchange Rates detailed above,plus Dues and Assessments,plus all applicable fees in the Miscellaneous Fees section.
The parties hereto agree to abide by the terms and conditions contained in the Merchant Processing Agreement to which this signature page is attached and
Merchant agrees by signing this document that Merchant has received a copy of the Merchant Processing Agreement and Operating Procedures Guide.
MERCHANT: The undersigned hereby authorizes NCMIC Finance Corporation and/or Automated Merchant Systems,Inc.to investigate the credit of each person
listed on the Merchant Application and Fee Schedule and represents that he/she has the authority to provide such authorization and to execute this Agreement
Merchant: City of Elgin
.VQ5-/c2710 - N, s�a7/vy
Witness of Merchant Si ature Date Signa ure • Officer/41 -•r Date
I VH•Q iRo - C ib ot-c'�` Olufemi' •larin City Manager
Print Name Title Print Name Title
Page 3
MERCHANT SIGNATURE AUTHORIZATION
Name of Government Entity: City of Elgin
The undersigned certifies and agrees to as follows:
1.The undersigned and any of the persons identified below are duly authorized to sign this
Agreement and bind the governmental entity indicated above to it. If any official indicated
below resigns or is replaced, that official's successor(s) in office shall be deemed to have
signed this certification and the Agreement.
2.The person listed below are duly authorized to act for and on behalf of the governmental
entity indicated above in any manner relating to this Agreement.
3.Both AMS and NCMIC may rely on the authority granted in this certification and the
undersigned official represent and warrants that this certification shall remain in full force
and effect until revoked upon written notice to AMS.
4.The following are the names, titles and genuine signatures of the persons authorized by
this certification:
TITLE PRINT NAME SIGNATURE
City Manager Olufemi Folarin p
Fiscal Services Director James R. Nowicki �; 06 ,
Assistant Finance Director Colleen Lavery 40 , , w'. ���
I have subsc ' m e as the official indicated above as of ,Gt c.� 0�7 bb-- , 4 0"11 (date)
Signature: i, _ _ Print Name: ofUcem% t"Dla.
Title: 661. / / .__7��/S
Page 4
MERCHANT PROCESSING AGREEMENT TERMS AND CONDITIONS
This is a Merdiant Processing Agreement('Agreement')entered into as of the date accepted by Processor(defined below)and is by and among NCMIC Finance Corporation,an Iowa industrial banking corporation
('Member Bari'),Automated Merchant Systems,Inc.('AMS')and the governmental entity(the'Merchant")that signed the attached Merchant Application.
BACKGROUND INFORMATION
Member Bank is a member of both Visa U.S.A.Incorporated('Visa')and MasterCard International('MasterCard')(each a'Card Association'). Member Bank and AMS have entered into an agreement whereby AMS
acts as Member Bank's sales agent and provides certain services to Merchant through various third party service providers('TPA')(AMS and TPA shall hereinafter collectively be referred to as"Processor").
Merchant desires to accept Debit Cards and/or Other Cards as defined below,and as indicated on the Merchant Application validly issued by Visa and MasterCard. Member Bank and Processor agree to provide
such services in accordance with the terms and conditions set forth below. Accordingly,the parties to this Agreement,intending to be legally bound,agree as follows:
OPERATIVE PROVISIONS
1. Services;Operating Procedures Guide. Member Bank and Processor agree to provide to Merchant,at Merchant's U.S.locations identified in the Application(as defined below),bankcard processing and
settlement services(the'Services')in accordance with the terms and conditions of this Agreement and the Operating Procedures Guide,the terms of which are incorporated by reference and made a part of this
Agreement. Merchant agrees to use Member Bank to sponsor and process its Visa and MasterCard branded bankcard transactions.
2. Definitions. Unless otherwise provided,the capitalized terms used in this Agreement have the meanings designated in the Operating Procedures Guide. "Debit Card'means all Visa or MasterCard cards
issued by a non-U.S.bank,a Visa or MasterCard card issued by a U.S.bank that accesses a consumer's asset account within 14 days after purchase,including but not limited to stored value,prepaid,payroll,EBT,
gift,and Visa consumer check cards,and debit cards validly issued by the debit card networks indicated on the Merchant Application such as on-line(PIN-based)cards. 'Other Cards'means all cards issued by a
non-U.S.bank and all Visa or MasterCard cards other than Debit Cards,including but not limited to business and consumer credit cards and business debit cards. The category of card acceptance that you have
indicated on the Merchant Application will collectively be referred to as'Cards'.
3. Card Association Regulations. All Card Transactions and this Agreement are subject to,and the parties agree to be bound by,applicable Card Association operating rules and regulations('Association
Regulations'). The Associations Regulations include the Visa Cardholder Information Security Program and MasterCard's Site Data Protection Program,which require annual or quarterly self-assessments and web
infrastructure scans. Merchant is responsible for demonstrating its own, its agents,and its servicers'compliance with Association Regulations as they may be amended from time to time. Processor is not
responsible for providing copies of the Association Regulations,and makes no representations or warranties regarding the accuracy of any summaries of Association Regulations it may provide. Processor is not
liable for any non-compliance or any costs of such non-compliance by Merchant of any Association Regulation.If there is a conflict between this Agreement and the Association Regulations,the Association
Regulations will apply. Merchant will reimburse Processor and Member Bank immediately for any loss, liability,assessment or fine incurred arising out of Merchant's breach of this Section. AMS may not
subcontract,sublicense,assign,license,franchise or in any manner extend or transfer to any third party any right or obligation of AMS. AMS is the exclusive agent of Member Bank,and Member Bank is at all times
entirely responsible for and in control of AMS performance.
4. Fees. The Fees and other charges to be charged by Member Bank and Processor to Merchant for the services provided under this Agreement are set forth in the Merchant Application and Fee Schedule
(the'Apptication),which is made a part of this Agreement.The Discount Rate shall be charged on all new sales(i.e.sale transactions not including'returns'or credits to cardholders).Processor may change such
Fees from time to time upon 10 days prior written notice to Merchant.The Fees set forth in the Application do not include,and Merchant hereby agrees to pay,all fees,charges,penalties,fines,assessments and
additional or increased costs of any nature that may be charged by the Card Associations or other third party,whether charged to or directly or indirectly incurred by Processor in connection with matters contemplated
by the Agreement,including without limitation,adjustment fees and interchange fees.
5. Card Transactions. In addition to the requirements for Card Transactions set forth in the Operating Procedures Guide and Association Regulations,Merchant agrees that it will not(a)deposit into its Bank
Account any Sales Draft or Credit Draft for any Card Transaction between a Cardholder and an entity other than Merchant;(b)accept cash payments from a Cardholder for previous Card Transactions;or(c)make a
cash disbursement to a Cardholder arising out of a Card Transaction or any other use of a Card.
6. Merchant's Bank Account
a. Merchant shall establish,and at all times during the term of the Agreement,maintain an Account with an Institution in order to facilitate payment of amounts due under this Agreement,which Institution
and Account shall be identified in the Application.Merchant authorizes Member Bank to credit and debit the Account via the automated clearing house('ACH')in accordance with this Agreement.To secure the
extension of credit and Merchant's obligations under this Agreement inducing,without limitation,Merchant's obligation to pay chargebacks,Merchant grants to Member Bank and AMS a security interest in its
deposited Sales Drafts and all funds maintained in the Account.
b. All credits,charges and debits in connection with Card Transactions and other amounts owing under this Agreement shall be made to the Account,including without limitation,all Fees,Adjustments and
Chargebacks. Any Fees or other charges not collected by Member Bank or Processor through a debit to the Account,for whatever reason,shall be invoiced to Merchant by Member Bank or Processor and are due
upon Merchant's receipt of such invoice.'
c. B a debit or Chargeback to Merchant's Bank Account results in an overdraft,Merchant shall immediately deposit with Institution an amount sufficient to cover such overdraft and any related service
charges or fees.
d. All Items credited and debited to Merchant's Bank Account(s)are subject to review,verification and acceptance by Member Bank and Processor.Member Bank may withhold crediting of questionable
items pending verification,investigation and confirmation
e. If Merchant desires to change its Account,Merchant shall notify Member Bank and Processor in writing at least ten(10)days prior to the effective date of the change and shall follow Member Bank's and
Processor's procedures for completing the change.
7. Display of Service Marks,Advertising and Promotional Materials
a. Merchant shall prominently display at each Authorized Location any service marks,identification logos and any other promotional materials(collectively,the'Service Marks")the Card Associations
furnish to Merchant to alert Cardholders that Cards will be honored at Merchant's Authorized Locations. This requirement shall not apply to private dubs or other merchants that do not serve the general public or
other class of merchants exempted by a Card Association.The Service Marks for each Card Association must be at least the dimension of and as prominent as any other card program mark or logo displayed.
b. Merchant may use the Service Marks only to indicate that Cards are accepted by Merchant for payment.Merchant shall not state,imply or use the Service Marks to indicate that Processor or any Card
Association endorses,sponsors,produces,offers,sells or is affiliated with any of Merchant's goods or services.
c. Merchant shall not refer to Processor or any Card or Card Association in stating eligibility for Merchant's merchandise,services or membership.
d. Merchant's use of the Service Marks of any Card Association shall be governed by the Card Association's Regulations and Merchant shall not use any Service Marks in a direct mail solicitation without
prior written approval of the applicable Card Association.
e. Merchant's right to use or display the Service Marks shall continue so long as this Agreement remains in effect,unless Processor directs that such use or display shall cease.Merchant acknowledges
that the Service Marks are the property of the applicable Card Association and Merchant shall not infringe upon the Service Marks.
f. If Merchant has requested signage for the purpose of indicating acceptance of Debit Cards,Merchant must display such signage for a minimum of 3 months. All point of sale displays or websites must
include either appropriate Visa-owned marks to indicate acceptance of Debit and Other Cards or Visa approved signage to indicate acceptance of the limited acceptance category Merchant has selected.
g. If Merchant has requested BIN information,Merchant must only use this BIN information for product identification purposes at the point of sale,and not disdose this proprietary and confidential Visa BIN
information to any third party without prior written permission from Visa.
8. Term. This Agreement will be effective as of the date it is accepted by Member Bank and Processor and will continue in effect for a term of three(3)years following such date(the'Initial Term'),unless
earlier terminated as provided for below.Following the Initial Term,this Agreement will automatically renew for additional one year renewal temps,unless a party provides written notice to the other parties of its intent
not to renew this Agreement at least ninety(90)days prior to the expiration of the then current Term(a'Termination Notice"). If a party provides a Termination Notice to the other parties,this Agreement shall
terminate on the expiration of the then current Term.
9. Events of Default. An"Event of Default"shall mean the occurrence or existence of one or more of the following events or conditions,whatever the reason for such Event of Default and whether voluntary,
involuntary or effected by operation of law:(a)Merchant fails to pay any obligation under this Agreement to Member Bank or Processor when due;(b)any representation or warranty made by Merchant under this
Agreement,the Application or any financial statement,certificate,report,exhibit or document required to be furnished by Merchant to Member Bank or Processor pursuant to this Agreement shall prove false or
misleading in any material respect as of the time when made,including any omission of material information necessary to make such representation,warranty or statement not misleading or the failure to provide
required information;(c)Merchant shall default in the performance or observance of any covenant,agreement or duty under this Agreement or any Association Regulation;(d)Merchant is no longer allowed by a Card
Association to accept their Cards as payment or Merchant's name appears on a Card Association's terminated merchant file;(e)Member Bank or Processor reasonably conclude that any criminal,fraudulent,
unauthorised or suspicious activity has occurred or is imminent with respect to Merchant's acceptance of bankcards or Merchant's performance under this Agreement;(f)there is an unexplained material change in
Merchant's processed volume,average ticket size or mode of sale;(g)Member Bank or Processor reasonably conclude that there exists a risk of an abnormal level of Chargebacks or that Merchant may not fund
Chargebacks,fees or other charges as they occur;(h)Merchant has defaulted on any obligation for borrowed money and the effect thereof may permit the holder of such indebtedness to accelerate the time when
repayment is due;(i)there is an adverse material change in Merchant's business,operations,financial condition,properties,assets or prospects;(j)one or more judgments against Merchant,for the payment of
money remain undischarged,unsatisfied or unstayed for a period of 45 consecutive days;(k)Merchant's lender takes possession of Merchant's inventory;(I)a writ or warrant of attachment,garnishment,execution, -
or similar process shall have been issued against Merchant or any of its assets;(m)a proceeding shall have been instituted with respect to Merchant(1)seeking an order for relief or a declaration entailing a finding
that Merchant is insolvent or seeking a similar declaration or finding,or seeking dissolution,winding up,charter revocation or forfeiture,liquidation,reorganization,arrangement,adjustment,composition or other
similar relief with respect to Merchant,its assets or its debts under any law relating to bankruptcy,insolvency,relief of debtors or protection of creditors,termination of legal entities or any other similar law now or
hereafter in effect,or(2)seeking appointment of a receiver,trustee,custodian,liquidator,assignee,sequestrator or other similar official for Merchant or for all or any substantial part of its assets;or(n)Merchant shall
become insolvent,shall become generally unable to pay its debts as they become due,shall voluntarily suspend transaction of its business,shall make a general assignment for the benefit of creditors,shall institute
a proceeding described in subsection(m)(1)above,or shall consent to any such order for relief,declaration,finding or relief described therein,shall institute a proceeding described in subsection(m)(2)above,or
shall consent to any such appointment or to the taking of possession by any such official of all or any substantial part of its assets,shall dissolve,windup,revoke or forfeit its charter(or other constituent documents)
or liquidate itself or any substantial part of its assets,or shall take any action in furtherance of any of the foregoing.Merchant shall notify Member Bank and Processor in writing immediately upon becoming aware of
an Event of Default,or an event which,with the passing of time or the giving of notice,or both,would constitute an Event of Default.
10. Remedies Upon Event of Default. Upon the occurrence of any Event of Default,Member Bank and Processor may employ any or all of the following remedies it deems appropriate:(a)terminate this
Agreement immediately upon notice to Merchant;(b)without prior notice to Merchant,refuse to accept or revoke acceptance of any Sales Draft or Credit Draft,or the electronic transmission thereof if applicable,
received by Member Bank or Processor on or at any time after the occurrence of any Event of Default;(c)without prior notice to Merchant,Member Bank may debit Merchant's Bank Account in an amount equal to
any amount then owed to Member Bank or Processor;(d)establish a reasonable reserve using Merchant funds in Member Bank's possession to cover foreseeable Chargebacks,Association fines or assessments,
Page 5
•
cardholder credits or Fees;(e)increase the Fees payable by Merchant hereunder commensurate with the increased risk;(f)require Merchant to deposit,as cash collateral,such amounts as Member Bank or
Processor may require to secure Merchant's obligations hereunder,(g)report to one or more credit reporting agencies any outstanding Merchant or guarantor indebtedness to Member Bank or Processor;or(h)take
such other action as may be permitted by law.
' 11. Termination Fee. Merchant shall owe Processor a termination fee of the greater of either$500 or 30%of the average monthly Fees over the previous 6 month period multiplied by the number of months
remaining in the then-current Term if: (a)Merchant terminates this Agreement prior to the end of any term,(b)Merchant deposits Visa or MasterCard transactions with any third party,or(c)Member Bank or
Processor terminates this Agreement due to an Event of Default. The parties agree that such amount is reasonable in light of the damage incurred by Processor and Member Bank due to such termination.
12. Change in Merchant's Business. Merchant shall provide Member Bank and Processor at least thirty(30)days prior written notice of its intent to change in any way the basic nature of its business,including
-without limitation,a change in the types of merchandise or services sold,or the method of selling such products or services.Upon its receipt of notice of such change,Member Bank and Processor shall have the right
to terminate this Agreement without further obligation upon providing to Merchant thirty(30)days prior written notice.
13. Termination by Merchant. Merchant may terminate this Agreement upon 30 days prior written notice to Member Bank and Processor in the event of(a)receipt by Merchant of notice of any increase in Fees •
payable to Member Bank and Processor pursuant to Section 4 hereof(excluding pass-through fees payable to a Card Association or other third party,or Fee increases pursuant to Section 10);(b)any material
amendment or modification to this Agreement made by Member Bank or Processor pursuant to Section 20 hereof which adversely affects Merchant in any material respect(excluding material amendments or
modifications required due to changes to an Association Regulation or applicable federal,state or local law or regulation);or,(c)upon written notice to Processor prior to the relevant fiscal year, if funds are not
appropriated for such fiscal year by Merchant's governing body to pay the Fees,provided Merchant has undertaken reasonable action to pursue such appropriation. If Merchant terminates this Agreement pursuant to
Section 13.c,Merchant shall not enter into an agreement with any third party for services similar to those provided by Processor under this Agreement during the fiscal year immediately following such termination.
Merchant's right to terminate pursuant to this Section 13 shall expire thirty(30)days following Merchant's receipt of notice of any such Fee increase or material amendment or modification.
14. Credit Inquiries;Reporting;Financial Statements. Merchant authorizes Member Bank and Processor to make any credit inquiries they consider necessary to accept or to renew their acceptance of this
Agreement.Merchant also authorizes any person or credit reporting agency to compile information to answer such credit inquiries and to furnish such information to Member Bank and Processor.Merchant agrees to
provide to Processor such financial statements or other information concerning Merchant's business or operations as may be requested by Processor from time to time,in appropriate detail,promptly upon request by
Processor.Upon request by Processor,Merchant shall furnish to Processor,within 120 days after the end of Merchant's fiscal year,an audited financial statement of profit and loss for such fiscal year and an audited
balance sheet as of the end of such fiscal year.Processor may,at their discretion,accept unaudited financial statements prepared by a public accounting firm.
15. Representation and Warranties. Merchant makes the following representations and warranties which shall be true and correct on the date of this Agreement and at all times thereafter:(a)all information
contained in Merchant's Application or any other document delivered to Member Bank and Processor in connection therewith or with this Agreement is true and complete in all material respects;(b)Merchant has the
power to execute,deliver and perform this Agreement;(c)this Agreement is duly authorized and will not violate any provisions of law,or conflict with any other agreement to which Merchant is subject or by which
Merchant's assets are bound;(d)Merchant has all required licenses,if any,to conduct its business and is qualified to do business in every jurisdiction where it is required to do so;(e)there is no action,suit or '
proceeding at law or in equity pending,or to the knowledge of Merchant,threatened,by or against or affecting Merchant which if adversely decided to Merchant would impair the right of Merchant to carry on its
business substantially as now conducted or adversely affect its financial condition or operations in any material respect;and(f)Merchant is not now,nor shall it in the future,become engaged in any method of selling
which is now or in the future set forth in the Operating Procedures Guide as an'Unacceptable Selling Method.'
16. Hold Harmless. Merchant agrees to hold harmless Member Bank and Processor,their respective affiliates,directors,officers,employees and agents from all daims,liabilities,loss,damage,and expenses
of any nature(including fees and expenses of legal counsel and costs of litigation)arising from or in connection with:(a)any dispute or claim made by a Cardholder with respect to a Card Transaction,including but
• not limited to,any such dispute concerning the quality,fitness or delivery of merchandise or the performance or quality of services;and(b)the failure of Merchant to comply with the provisions of this Agreement,
Association Regulations or applicable federal,state or local laws and regulations.
17. CHOICE OF LAW;JURISDICTION;WAIVER. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF IN WHICH MERCHANT IS LOCATED.MERCHANT,MEMBER BANK AND
PROCESSOR:(A)AGREE THAT ANY ACTION,SUIT OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY ACT,OMISSION OR EVENT OCCURRING IN
CONNECTION WITH THIS AGREEMENT(COLLECTIVELY,'RELATED LITIGATION')WILL BE BROUGHT IN A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COUNTY AND STATE IN -
WHICH MERCHANT IS LOCATED;(B)SUBMIT TO THE JURISDICTION OF SUCH COURTS;(C)WAIVE ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY RELATED
LITIGATION BROUGHT IN ANY SUCH COURT;(D)AGREE TO SERVICE OF ANY SUMMONS,COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED
U.S.MAIL,POSTAGE PREPAID,TO MERCHANT AT THE ADDRESS IN THE APPLICATION AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE VALID AND EFFECTIVE SERVICE(BUT NOTHING
SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW);AND (E)WAIVE THE RIGHT TO TRIAL BY JURY IN ANY RELATED
LITIGATION. THE PREVAILING PARTY IN ANY RELATED LITIGATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY'S FEES,COST AND EXPENSES.
18. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM MAY BE MADE BY MERCHANT AGAINST MEMBER BANK OR PROCESSOR OR ANY OF THEIR
RESPECTIVE AFFILIATES,DIRECTORS,OFFICERS,EMPLOYEES OR AGENTS OF ANY OF THEM FOR ANY SPECIAL,INCIDENTAL,INDIRECT.CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT
OF ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT,COURSE OF CONDUCT,ACT,OMISSION OR EVENT OCCURRING IN CONNECTION THIS AGREEMENT
UNLESS SUCH CLAIM ARISES FROM THE NEGLIGENT OR WILFUL MISCONDUCT OF THE MEMBER BANK OR PROCESSOR AND MERCHANT HEREBY WAIVES,RELEASES AND AGREES NOT TO SUE
UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES,WHETHER SUCH CLAIM PRESENTLY EXISTS OR ARISES HEREAFTER AND WHETHER OR NOT SUCH CLAIM IS KNOWN OR SUSPECTED TO
EXIST IN ITS FAVOR.
19. Debit Card Acceptance. Merchant may accept Debit Cards accepted by AMS. If the Debit Card requires a personal identification number('PIN')Merchant will comply with the following:
a. Merchant will attempt to settle in good faith any dispute between Merchant and a Cardholder involving a transaction. Merchant will establish a fair,consistent policy for the exchange and return of
merchandise and for the adjustment of amounts due on Debit Card sales. Merchant will promptly initiate a refund to the customer(which may be made in cash,by an adjustment draft or with a check or cashier's
check,as permitted by the Rules)whenever Merchant determines that a Debit Card transaction should be canceled or reversed.
b. Except as the debit networks may permit.Merchant will not make any cash refunds or payments for returns or adjustments on Debit Card transactions but will instead complete an adjustment form
provided or approved by Processor. The Debit Card Sales Draft for which no refund or return will be accepted by Merchant must be dearly and conspicuously marked(including on the Cardholder's copy)as'final
sale'or'no return'and must comply with the Association Regulations.
c. Merchant will refer Debit Card Cardholders with questions or problems to the institution that issued the Debit Card. Merchant will cooperate with Processor and with each applicable debit network and its
other members to resolve any alleged errors relating to transactions. Merchant will permit and will pay all expenses of periodic examination and audit of functions related to each debit network,at such frequency as
the applicable Debit Network deems appropriate. Audits will meet debit network standards,and the results will be made available to the debit network.
d. Merchant may not process a Credit Card transaction in order to provide a refund on a PIN Debit Card transaction. All debit transactions must be authorized and processed electronically. If authorization
is not available at the time of sale,Merchant must request another form of payment from its customer. Merchant may process the transaction as a Store and Forward or Resubmission,in which case Merchant'
assumes the risk that the transaction fails to authorize or otherwise declines.
e. A PIN Debit Card transaction may not be completed without the PIN being entered into the PIN pad only by the cardholder.Merchant may not accept the PIN from the cardholder verbally or in written
form.
f. Cardholders must be issued a receipt upon successful completion of a transaction.Any applicable tax must be included in the total transaction amount for which authorization is requested. Tax may not
be separately collected in cash.
g. Merchant is responsible for all applicable adjustment fees that may be charged by a Debit Card network.An adjustment is a transaction that is initiated to correct a PIN Debit Card transaction that has
been processed in error.
h. Merchant may not engage in Electronic Benefit Transfers.An Electronic Benefit Transaction is one in which cash is given to a customer without the purchase of goods or services.Merchant further
agrees that it shall not offer cash back to customers when they make a PIN Debit Card purchase since terminals may require additional programming to begin offering cash back.
i. Merchant is responsible for securing terminals and for instituting appropriate controls to prevent employees or others from submitting refunds and voids that do not reflect bona fide returns or
reimbursements of prior transactions.
20. MISCELLANEOUS PROVISIONS.
a. Merchant shall not subcontract,assign or transfer any interest,obligation or right under this Agreement without the prior written consent of Member Bank and Processor.Any dissolution,merger,
consolidation,reorganization or transfer of substantially all assets or a controlling percentage of the corporate stock of Merchant shall constitute an assignment of this Agreement.Subject to the foregoing,this
Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns. Processor may transfer its rights and responsibilities hereunder to another Visa/MasterCard member institution
without Merchant's consent.
b. This Agreement may be modified by Member Bank to comply with any amendments or additions to the Association Regulations upon 30 days prior written notice to the Merchant.
c. No party shall,by the mere lapse of time,without giving notice or taking other action,be deemed to have waived any of their rights under this Agreement.No waiver of a breach of this Agreement shall
constitute a waiver of any prior or subsequent breach of this Agreement.
d. In order to maintain quality service,telephone communications with Merchant may be monitored and/or recorded.
e. No party shall be liable for any loss or damage due to causes beyond its control,including earthquake,war,fire,flood,power failure,acts of God or other catastrophes.
f. Each party and each person signing on behalf of a party represents and warrants that it has the full legal capacity and authority to enter into and perform the obligations of this Agreement without any
further approval. Nothing in this Agreement shall be deemed to create a partnership,joint venture or any agency relationship between the parties.
g. This Agreement and the documents referenced herein constitute the entire understanding of the parties with respect to the subject matter of this Agreement,and all prior agreements,understandings
and representations are terminated and canceled in their entirety.
h. If there is any conflict between a part of this Agreement and any present or future Association Regulation or applicable federal,state or local law or regulation,only the part of this Agreement that is
• affected shall be modified and that modification shall be limited to the minimum necessary to bring this Agreement within the requirements of the Association Regulation,law or regulation.
I. All notices,including invoices,given in connection with this Agreement,shall be in writing and shall be effective upon actual receipt.Notices shall be delivered to the appropriate party at its address set
forth below on the attached Disclosure Page.
j. Merchant shall be liable for all taxes,except Member Bank and Processor's income taxes,required to be paid or collected as a result of this Agreement.
k. All obligations,warranties and liabilities of Merchant incurred or existing as of the date of termination of this Agreement,including without limitation,Merchant's obligations with respect to subsequent
Adjustments or Chargebacks based upon Card Transactions incurred prior to termination,shall survive termination and shall continue in full force and effect as if the termination had not occurred.The right to revoke
credit as well as hold,retain or set off against amounts due to Merchant,or to debit any Bank Account(s)of Merchant,shall survive the termination of this Agreement and shall continue in full force and effect as if
termination had not occurred.
•
Page 6
Disclosure Page
•
• (Processor Copy)
Member Bank Information
Name: NCMIC Finance Corporation, an Iowa industrial banking corporation
Address: 14001 University Avenue, Clive, IA 50325-8258
Phone: (515) 313-4561
Important NCMIC Responsibilities
1. NCMIC is the only party to the Merchant Agreement approved to accept Visa products
directly from a Merchant.
2. NCMIC must be a principal (signer)to the Merchant Agreement.
3. NCMIC is responsible for educating the Merchant on pertinent Visa U.S.A. Inc. Operating
Regulations with which the merchant must comply.
4. NCMIC is responsible for and must provide settlement funds to the Merchant.
5. NCMIC is responsible for all funds held in reserve that are derived from settlement.
Merchant Information
Merchant Name: City of Elgin
Merchant Address: 150 Dexter Court
Elgin, IL 60120
Merchant Phone: (847)931-5636
Important Merchant Responsibilities
1. Ensure compliance with cardholder data security and storage requirements.
2. Maintain fraud and chargebacks below thresholds.
3. Review and understand the terms of the Merchant Agreement.
4. Comply with Visa Operating Regulations.
The responsibilities listed above do not supersede terms of the Merchant Agreement and are
provided to ensure Merchant understands some important obligations of each party and that
NCMIC is the ultimate authority should the Merchant have any problems.
Mercha .rs Sig -ture Date
J�4AF sal tb �N77 C :"1 �� Jl N c}�C-E ^�
Merchant's Printed Name &Title
Page 7
Disclosure Page
•
(Merchant Copy)
Member Bank Information
Name: NCMIC Finance Corporation, an Iowa industrial banking corporation
Address: 14001 University Avenue, Clive, IA 50325-8258
Phone: (515) 313=4561
Important NCMIC Responsibilities
1. NCMIC is the only party to the Merchant Agreement approved to accept Visa products
directly from a Merchant.
2. NCMIC must be a principal (signer)to the Merchant Agreement.
3. NCMIC is responsible for educating the Merchant on pertinent Visa U.S.A. Inc. Operating
Regulations with which the merchant must comply.
4. NCMIC is responsible for and must provide settlement funds to the Merchant.
5. NCMIC is responsible for all funds held in reserve that are derived from settlement.
Merchant Information
Merchant Name: City of Elgin
Merchant Address: 150 Dexter Court
Elgin, IL 60120
Merchant Phone: (847)931-5636
Important Merchant Responsibilities
1. Ensure compliance with cardholder data security and storage requirements.
2. Maintain fraud and chargebacks below thresholds.
3. Review and understand the terms of the Merchant Agreement.
4. Comply with Visa Operating Regulations.
The responsibilities listed above do not supersede terms of the Merchant Agreement and are
provided to ensure Merchant understands some important obligations of each party and that
NCk IC is the ultimate authority should the Merchant have any problems.
�7 aoa
9
Merchant's gnatur- Date
0/0 ern i t Iz,ri n, �r-�- MGM ac-
3e y
Merchant's Printed Name & Title
•
Page 8