HomeMy WebLinkAbout23-227 Resolution No.23-227
RESOLUTION
AUTHORIZING EXECUTION OF A SOFTWARE LICENSE AND USE AGREEMENT AND
SPECIAL PROVISIONS FOR PAYPAL PROCESSING ADDENDUM WITH
WONDERWARE INC. D/B/A CORE BUSINESS TECHNOLOGIES FOR CREDIT CARD
PROCESSING MERCHANT 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 BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute a Software License and Use Agreement and Special
Provisions for PayPal Processing Addendum on behalf of the City of Elgin with Wonderware Inc.
d/b/a CORE Business Technologies,for credit card processing merchant services,a copy of which is
attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: December 6, 2023
Adopted: December 6, 2023
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/ Kimberly Dewis
Kimberly Dewis, City Clerk
CORE Business Technologies
Software License and Use Agreement
CORE Products and Services Terms and Conditions
These Terms and Conditions ("Agreement") is between Wonderware Inc. d/b/a/CORE Business Technologies ("CORE") and
the customer identified in the signature block to this Agreement("Customer"). This Agreement will be effective upon the date
the last party signs this Agreement (the "Effective Date"). The services to be provided by CORE in Exhibit A shall commence
on 7/1/24.
This Agreement shall include the following Exhibits and such Exhibits shall herein be incorporated in this Agreement by
reference:
Exhibit A—Products and Services
Exhibit B—Scope of Work
Exhibit C—Minimum Hardware Requirements, Communications, and Connectivity Requirements
Exhibit D—Support. Escalation. and SLA Policy
SECTION 1 - DEFINITIONS
For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following
terms shall have the meanings ascribed to them as follows:
1.1 "Confidential Information." Certain confidential and proprietary information, including without limitation,
information relating to a party or its affiliates including, without limitation, information concerning operations,
employees, products, clients, customers, this Agreement, unpublished and published "know how" and "trade
secrets", the Products and Services,the development and production and use of the Products and Services, and the
design, configuration, programing and protocol of the Products and Services.
1.2 "CORE ASP". The PCI-DSS level-1 certified environment managed by CORE from where any of the Products and
Services are hosted.
1.3 "Enhancements." Changes or additions, other than Error Corrections. to the Products and Services that add
significant new functions or substantially improved performance thereto by changes in system design or coding.
1.4 "Error." A problem caused by incorrect operation of the computer code of the Products and Services or other issue
that produces incorrect results or causes incorrect actions to occur.
1.5 "Error Correction." Either a software modification or addition that, when made or added to the Products and
Services, establishes material conformity of the Products and Services. or a procedure or routine that, when
observed in the regular operation of the Products and Services, eliminates the practical adverse effect on Customer
of such non-conformity.
1.6 "Final Project Specification": The project functionality specification developed by CORE as a result of the design
meetings in cooperation with the Customer that is agreed to in writing by the parties.
1.7 "Products and Services." The products and services specifically identified in Exhibit A herein including any object
code, written and electronic documentation as well as related procedural code, Enhancements. Error Corrections,
and Custom Modification.
1.8 "Privacy Laws." All present and future laws and regulations relating to the privacy of individually identifiable
medical, financial or other information including, the Health Insurance Portability and Accountability Act of 1996 and
rules and regulations promulgated thereunder(HIPAA).
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1.9 "Security Programs." The PCI-DSS, including the Cardholder Information Security Program (CISP) of Visa, the
Site Data Protection Program (SDP) of Mastercard, the Data Security DISC Program and the PCI-DSS regulations
of Discover Network, and the security programs of any other card brand or payment network. and any modifications
to, or replacements of, such programs that may occur from time to time.
1.10 "Specifications." The functional performance parameters of the Programs and Services as developed by CORE.
1.11 "Term." Shall have the meaning set forth in Section 7.1 of this Agreement.
1.12 "Users." The designated Customer employee(s) including contracted staff for whom a unique identifier and
password have been assigned by Customer to access and operate the Licensed Software.
SECTION 2—GRANT OF LICENSE
2.1 Scope of License. Subject to compliance by Customer with the terms hereof. CORE hereby grants to Customer, unless
terminated as provided herein, a personal, non-exclusive, non-transferable license (without the right of sublicense) to access
and use the Products and Services specified in this Agreement in Exhibit A. for the sole and express purpose of supporting
the internal business activities of Customer.
2.2 Minimum Hardware and Software Requirements and Connection. Customer acknowledges that in order for the
Products and Services to be executed, Customer's computers must meet or exceed the minimum published hardware.
software (including third-party software) and communication requirements for the Products and Services as set forth in the
CORE minimum hardware and software requirements document (the "Minimum Requirements") set forth in Exhibit C.
Customer agrees such requirements are subject to change, and that future versions of the Products and Services may have
different hardware and software requirements than those presently in effect. The acquisition of necessary hardware and
software meeting the requirements then in effect shall be the sole responsibility of Customer. Any hardware Customer
purchases from CORE shall be subject to a separate hardware purchase agreement to be mutually agreed by the parties.
2.3 Custom Modifications. The Customer acknowledges that the Products and Services do not include customization
("Custom Modifications"). such as software interfaces to the Customer's host systems, check digit routines, interest
computations, OCR edits, etc. Development by CORE of Custom Modifications during the Term is chargeable by CORE at
the rates set forth in Exhibit A or as otherwise agreed in writing by the Parties. Exhibit B provides the scope of custom
modifications, if any.
2.4 Availability of CORE Enhancements. CORE will incorporate periodic updates and upgrades into the Products and
Services. CORE will schedule the implementation of major upgrades in cooperation with Customer. CORE will not be liable
to Customer or to any third party for any modifications of the Products and Services.
2.5 Service Level Agreement. During the Agreement Term, CORE will provide Customer the level of support and service
levels for the Products and Services specified the CORE Support and Escalation policy set forth in Exhibit D.
2.6 Permitted Uses. The rights granted under this Agreement permit the Customer: (1) to have access to and to use the
Products and Services during the Term: and (2) to install and use at Customer's facilities such additional components of the
Products and Services as CORE may supply for purposes of enabling Customer to access the Products and Services and
to perform ancillary functions on-site. all as specified in the system specifications. guides and Final Project Specification.
Customer and Customer's authorized Users may use the Products and Services only to access Customer's Data for
Customer's internal information processing needs. Customer agrees to abide by all applicable laws and regulations in
connection with its use of the Products and Services. Customer may not sublicense. resell, publish, transmit. broadcast or
otherwise distribute all or any portion of the Products and Services to any person or entity, or uses it to process the data of
a third party. Customer shall take reasonable measures to restrict access to the Products and Services to its authorized
Users. Customer shall be responsible for ensuring that all Users having access to the Products and Services through
Customer's account will observe and perform all the terms and conditions of this Agreement. Customer agrees to immediately
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Software License and Use Agreement
notify CORE in writing of any misuse, misappropriation or unauthorized disclosure of the Products and Services that may
come to Customer's attention.
SECTION 3—TITLE TO PRODUCTS AND SERVICES
3.1 Title to Products and Services. Customer acknowledges that all right, title, and interest in and to the Products and
Services (including but not limited to all Enhancements and Custom Modifications) is and shall remain at all times the sole
and exclusive property of CORE. Customer acknowledges that no such rights, title, or interest in or to the Products and
Services (including but not limited to all Enhancements and Custom Modifications) is granted under this Agreement. and no
such assertion shall be made by Customer. The Products and Services are and shall remain the sole property of CORE,
regardless of whether Customer, its employees, or contractors may have contributed to the conception of such work,joined
in the effort of its development, or paid CORE for the use of the Products and Services (including any Enhancements or
Custom Modifications). Customer is granted only a limited right of use of the Products and Services as set forth herein,
which right of use is not coupled with an interest and is revocable by CORE in accordance with the terms of this Agreement.
SECTION 4—FEES AND PAYMENTS
4.1 Fees. Customer shall pay CORE the costs for the Products and Services set forth in Exhibit A (herein collectively the
"Fees").
4.4 Taxes. The Customer is a tax exempt governmental entity.
SECTION 5 CONFIDENTIALITY AND DATA SECURITY
5.1 Confidential Information. Customer and CORE acknowledge that in their performance of their duties under this
Agreement. either party may communicate to the other Confidential Information. Confidential Information does not include
information that: (i) is public knowledge at the time of disclosure by the party disclosing Confidential Information (the
"disclosing party"); (ii) becomes public knowledge or known to the party receiving the Confidential Information (the"receiving
party") after disclosure by the disclosing party other than by breach of the receiving party's obligations under this Section or
by breach of a third party's confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the
disclosing party other than by breach of a third party's confidentiality obligations; or (iv) is independently developed by the
receiving party without reliance on the disclosing party's Confidential Information. As a condition to the receipt of the
Confidential Information from the disclosing party, the receiving party shall, during the Term and thereafter: (a) not disclose
in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information; (b) not
use the disclosing party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing
party's express prior written consent; (c) disclose the disclosing party's Confidential Information, in whole or in part, only to
employees and agents who need to have access thereto for the purpose of performing the receiving party's obligations
hereunder: (d) take all necessary steps to ensure that its employees and agents are informed of and comply with the
confidentiality restrictions contained in this Agreement; and (e) take all necessary precautions to protect the confidentiality
of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the
Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable
standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized
disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in
preventing or remedying any such unauthorized use or disclosure. In the event receiving party is requested or becomes
legally compelled to disclose any Confidential Information, receiving party will, to the extent legally permitted, provide
disclosing party with prompt written notice prior to any disclosure so that disclosing party may seek a protective order or
other appropriate remedy and/or waive compliance with the provisions of this Section, and receiving party shall reasonably
cooperate with disclosing party in such efforts. In the event that a protective order or other remedy is not obtained or
disclosing party waives compliance with the provisions of this Section, receiving party will furnish only that portion of any
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Software License and Use Agreement
Confidential Information which is legally required to be disclosed and receiving party will exercise its commercially reasonable
efforts to ensure that confidential treatment shall be accorded such Confidential Information. The City of Elgin's(Customer's)
good faith compliance with the Illinois Freedom of Information Act and/or the Illinois Open Meetings shall not constitute a
violation or breach of the provisions of this section.
5.2 Security Programs Compliance and PCI-DSS Attestation. CORE and Customer will each comply with the applicable
requirements of the Security Programs. Customer may review CORE's current PCI-DSS compliance status on the payment
network websites as available. CORE will undergo an annual assessment of its compliance with the Security Programs and.
if applicable to the Products and Services provided under this Agreement, the Payment Application Data Security Standards.
At Customer's written request. CORE will provide Customer a written attestation of CORE's compliance with the security
requirements related to Customer Data (as defined below) promulgated by the Payment Card Industry Security Standards
Council.
5.3 Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title and interest (including
any and all intellectual property rights) in and to Customer's data and information ("Customer Data"). Subject to the terms
of this Agreement, Customer hereby grants to CORE a non-exclusive, worldwide, royalty-free right to use, copy, store,
transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the
Products and Services to Customer, or to prevent or address service or technical problems under this Agreement. or as may
be required by law. Customer will be provided with a periodic backup of data in accordance with the schedule and methods
delineated in the Specification. Upon termination of this Agreement for any cause or reason (including Customer's breach),
and upon payment from Customer for CORE's then standard charges for time and materials. CORE will provide Customer
in an XML formatted file of Customer's Customer Data.
5.4 Secure Handling. Customer shall require that access to the Products and Services shall be maintained in a manner
so as to reasonably preclude unauthorized persons from gaining access thereto, and Customer shall permit access only as
necessary for either party's use thereof in accordance with the terms of this Agreement.
5.5 Customer assurance with respect to reverse engineering. Customer is prohibited from taking any steps to reverse
assemble, reverse compile or otherwise derive a source code version of the Products and Services.
5.6 Proprietary Legends. Customer shall not remove any proprietary or other legend or restrictive notice contained or
included in the Products and Services or any material provided by CORE.
5.7 Customer assurance with respect to Users. Customer shall assure that all Users comply with the terms and conditions
of this Agreement.
SECTION 6—LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY
6.1 Limited Warranty.
a. CORE warrants that the Products and Services will perform substantially in accordance with the Specification during
the Agreement Term. CORE further represents and warrants that(1)it has the right to grant the licenses and access granted
to Customer under this Agreement for the Products and Services; (2) the Products and Services shall be free of any
intentional virus, worm or malicious code designed to erase or otherwise harm Customer's hardware. Customer Data, or
other programs. and (3) the services shall be performed in a professional and workmanlike manner. according to minimum
industry standards, and performed by competent personnel. CORE's entire liability and Customer's remedy for any breach
of this warranty shall be for CORE, at CORE's option, to repair the Products and Services within a reasonable time so that it
complies with the warranty or provide notification to Customer of the inability to provide a repair. Upon such notification,
Customer will notify CORE within 30 days that(1)Customer wishes to continue to use the affected module(s)or(2) Customer
will discontinue use of the affected module(s) and in such event CORE will issue a pro-rata refund all subscription fees paid
from the date of warranted issue report to the date of discontinuation.
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b. The warranty will not apply to the if(i) Customer accesses or uses the Products and Services other than as specified
under this Agreement and other related documentation: (ii) Customer combines or uses the Products and Services with any
non-CORE Products and Services and/or equipment; (iii) Customer fails or refuses to install. implement or use any update
or correction for the Products and Services that is provided by CORE: or (iv) Customer. directly or through a third party,
modifies or alters the Products and Services.
c. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CORE MAKES NO WARRANTIES. EITHER
EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES OR SUPPORT OF THE PRODUCTS AND
SERVICES. CORE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CORE DOES NOT WARRANT THAT THE PRODUCTS AND
SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR WILL BE ERROR-FREE, OR ALL DEFECTS WILL BE
CORRECTED. CORE ALSO DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL FUNCTION
PROPERLY IN COMBINATION WITH EQUIPMENT OTHER THAN EQUIPMENT SOLD BY CORE TO CUSTOMER,
SOFTWARE MADE ACCESSIBLE TO CUSTOMER BY CORE, AND/OR IN ACCORDANCE WITH THE SYSTEM
CONFIGURATION REQUIREMENTS.
d. The Products and Services are provided over the Internet. Customer recognizes that the Internet consists of multiple
participating networks which are separately owned and therefore are not subject to the control of CORE. Customer also
recognizes that CORE's ability to provide the Products and Services depends on Internet services provided to CORE.
Malfunction of or cessation of Internet services by Internet service providers or of any of the networks which form the Internet
may make the Products and Services temporarily or permanently unavailable. WITHOUT LIMITING THE PROVISIONS OF
THIS AGREEMENT, CUSTOMER AGREES THAT CORE SHALL NOT BE LIABLE FOR DAMAGES INCURRED WHEN
INTERNET SERVICES ARE UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF INTERNET SERVICES
BY, NETWORKS) OR INTERNET SERVICE PROVIDERS. OR DUE TO ANY MISUSE, ACCIDENT OR ABUSE BY
CUSTOMER OR ITS USER(S).
e. CORE will not be liable for unauthorized access to or alteration,theft or destruction of Customer's Data,files, programs,
procedures. or information through accident. illegal or fraudulent means or devices, or any other method, unless such access.
alteration. theft, or destruction is caused as a result of CORE's gross negligence or willful misconduct. It is Customer's
responsibility to validate for correctness all output and reports. CORE will protect Customer's data and programs from loss
by performing nightly backup procedures.
f. LIMITATION OF LIABILITY. THE OBLIGATIONS OF CORE AND THE RIGHTS AND REMEDIES OF CUSTOMER
SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN IN SUBSTITUTION FOR ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF CORE. IN NO EVENT SHALL CORE BE LIABLE HEREUNDER,
WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, IN AN AGGREGATE AMOUNT
IN EXCESS OF THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO
THE EVENT GIVING RISE TO LIABILITY.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT
SHALL CORE BE LIABLE FOR ANY SPECIAL, INCIDENTAL. INDIRECT. OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS. BUSINESS
INTERRUPTION. LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES, EVEN IF CORE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
6.2 Exclusive Remedy. As the exclusive remedy of Customer for any nonconformity or defect constituting an Error in the
Products and Services for which CORE is responsible. CORE shall use commercially reasonable efforts to provide Error
Corrections with respect to such Error. However. CORE shall not be obligated to correct. cure, or otherwise remedy any
Error in the Products and Services resulting from any (1) modification of the Products and Services by Customer or any third
party directed by Customer, or (2) failure of Customer to notify CORE of the existence and nature of such nonconformity or
defect upon its discovery.
6.3 Customer Indemnification. To the extent allowed under applicable law, Customer shall and does hereby agree to
indemnify. hold harmless. and save CORE. its affiliates. and their respective employees, officers, directors, and agents from
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liability against any third-party claim, demand. loss or action (1) resulting from Customer's breach of this Agreement; (2)
resulting from Customer's use or modification of the Products and Services or (3) that Customer's Data infringes any third-
party rights in the United States respecting copyright, trade secret. or patent.
6.4 CORE Indemnification. CORE shall and does hereby agree to indemnify. hold harmless, and save Customer from
liability against any third-party claim. demand. loss. or action alleging that the Products and Services. Error Corrections, or
Enhancements by CORE infringe any third-party rights in the United States respecting copyright. trade secret, or patent
resulting from Customer's use of the Products and Services in compliance with this Agreement.
6.5 Infringement Claims. If any part of the Products and Services or the use of the Products and Services becomes, or in
CORE's opinion is likely to become, the subject of a claim for infringement or other violation of a United Stated patent,
copyright or trademark of a third party("Infringement Claim"), and as a result of such Infringement Claim. Customer's use of
the Products and Services may be enjoined or interfered with, then CORE will. at its option and expense, either, and in
addition to defending Customer and paying the final amount of damages as provided for in this Section, (i) obtain a license
for Company to continue using the alleged infringing components of the Products and Services: (ii) modify the alleged
infringing components of the Products and Services to avoid the infringement in a manner that still permits the Products and
Services to perform in all material respects in accordance with the Agreement: or (iii) replace the alleged infringing
components of the Products and Services with compatible, functionally equivalent, and non-infringing components. CORE
will use commercially reasonable efforts to accomplish the remedies identified in this section in a manner that minimizes the
disruption to Company's business operations. If CORE is not able to accomplish the above remedies within a commercially
reasonable timeframe and upon commercially reasonable terms, CORE or the Customer may terminate the Agreement upon
written notice to the other party. . Upon such termination. CORE will promptly refund any Fees paid for Products and Services
not performed as of the date of termination.
SECTION 7—TERM, TERMINATION AND CANCELLATION
7.1 Term and Termination.
A. Term. This Agreement shall commence on the Effective Date and shall continue for so long as any Exhibit
remains in effect (the"Term"). Upon all Exhibits terminating. this Agreement shall immediately terminate.
Except as otherwise set forth in this Agreement, Fees paid to CORE shall not be refundable. THIS
AGREEMENT IS NON-CANCELLABLE EXCEPT AS PROVIDED HEREIN.
B. Termination upon Breach. In the event either party gives written notice to the other that such other party has
materially breached the terms of this Agreement, and such breach has not been cured within thirty (30) days of
the giving of such notice. the party giving such notice shall have the right to terminate this Agreement at any time
thereafter upon written notice of such termination to the other party with or without additional cause.
Notwithstanding the foregoing, CORE may terminate this Agreement and the rights granted hereunder if Customer
fails to pay any amounts due under this Agreement within thirty(30)days of the due date. In such event. Customer
must make all remaining payments due in the Agreement Term within thirty(30)days of termination and Customer
shall immediately cease to use the Products and Services.
C. Termination for Bankruptcy. This Agreement may be terminated by a party due to assignment of the business
of the other party for the benefit of creditors or upon filing of a petition into receivership, or a petition of bankruptcy
(voluntary or involuntary)which has not been discharged within sixty(60) days.
D. Effect of Termination. Upon termination of this Agreement, neither party shall have any further obligation
hereunder except for(i)obligations accruing prior to the date of termination, including Customer's obligation to pay
all Fees up to the date of termination of this Agreement. and (ii)obligations or covenants contained herein that are
expressly intended to extend beyond the Term, including. without limitation, covenants relating to Confidentiality
and Indemnification.
7.2 Actions Upon Termination. Upon termination of this Agreement for any reason, Customer shall immediately cease
use of the Products and Services.
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SECTION 8—MISCELLANEOUS
8.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all proposals,
presentations, RFP's, representations, and communications, whether oral or in writing, between the parties on this subject.
Neither party shall be bound by any warranty, statement, or representation not contained herein. Any Exhibit signed by the
parties and referring to this Agreement. and any Exhibit referred to herein or referring to this Agreement, shall be incorporated
into this Agreement. In the event of a conflict between the documents comprising this Agreement or the provisions of any
Exhibit the terms of such Exhibit shall take precedence over any other terms.
8.2 Audit Rights. If CORE reasonably suspects that it is subject to a financial or reputational risk due to Customer's acts or
omissions,Customer authorizes CORE and its agents to perform an audit or inspection of Customer's operations and records
to confirm Customer's compliance with this Agreement upon reasonable advance notice, during normal business hours, and
at CORE's expense. Customer will maintain complete and accurate records of its performance under the Agreement. If
such audit reasonably determines that the customer is not in compliance with this agreement, the customer will cover the
cost of the audit up to S10,000 (ten-thousand dollars).
8.3 No Assignment. Customer shall not sell, transfer, assign or subcontract any right or obligation hereunder without the
prior written consent of CORE. Any act in derogation of the foregoing shall be null and void; provided, however, that any
such assignment shall not relieve Customer of its obligations under this Agreement.
8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware.
8.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law. the
remaining provisions of this Agreement will remain in full force and effect.
8.6 Notice. Any notice required or permitted to be made or given by either party under this Agreement shall be made in
writing and delivered by hand or by certified mail, postage prepaid, addressed as first set forth above or to such other address
as a party shall designate by written notice given to other party.
8.7 Representations. Each party represents to the other party the following as of the Effective Date: (a) the party has the
full power and authority to execute, deliver and perform this Agreement; (b)this Agreement is valid, binding and enforceable
against the party in accordance with its terms and no provision requiring the party's performance conflicts with the party's
obligations under any charter or any other agreement (of whatever form or subject)to which the party is a party or by which
it is bound; (c)the party is duly organized. authorized and in good standing under the laws of the state of its organization and
is duly authorized to do business in all other states in which the party's business make such authorization necessary or
required; (d) except as otherwise disclosed in writing by the party to the other party on or before the effectiveness of this
Agreement. neither the party nor any principal has been subject to any(i)criminal conviction (excluding traffic misdemeanors
or other petty offenses); (ii) bankruptcy filings; (iii) Internal Revenue Service liens; (iv) federal or state regulatory
administrative or enforcement proceedings: or (v) restraining order, decree, injunction or judgment in any proceeding or
lawsuit alleging fraud or deceptive practices: and (e) the party is authorized and able to make all representations and
warranties herein.
8.7 Modifications. Unless otherwise set forth in this Agreement. this Agreement may be modified only by an amendment
signed by authorized personnel for CORE and Customer.
8.8 Force Majeure. CORE shall not be liable for failure to deliver or delays in delivery occasioned by causes beyond CORE's
control including,without limitation,fires. embargoes,war(or other outbreaks of hostility), governmental acts and regulations.
receipt of orders from all sources in excess of its suppliers' then-scheduled production capacity. and other causes beyond
CORE's control.
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8.9 Compliance with Privacy Laws. Each party shall also be responsible for ensuring that performance of its obligations
and exercise of its rights under this Agreement comply with all applicable Privacy Laws. If this Agreement or any practices
which could be. or are, employed in performance of this Agreement are inconsistent with or do not satisfy the requirements
of any Privacy Laws, (i) the parties shall agree in good faith upon an appropriate amendment to this Agreement to comply
with such laws and regulations and (ii) the parties shall execute and deliver any documents required to comply with such
Privacy Laws including, without limitation, any business associate agreements required under HIPAA.
8.10 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel
against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver and shall operate only as to the specific
term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than
that specifically waived.
8.11. Subject to Appropriations. The fiscal year of the City of Elgin is the 12 month period ending December 31. The
obligations of the City of Elgin under any agreement for any fiscal year are subject to and contingent upon the appropriation
of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the
purposes of the agreement.
If. for any fiscal year the term of the Agreement, sufficient funds for the discharge of the City of Elgin's (Customer's)
obligations under the agreement are not appropriated and authorized, then the agreement shall terminate as of the last day
of the preceding fiscal year, or when such appropriated and authorized funds are exhausted, whichever is later, without
liability to the City of Elgin (Customer)for damages, penalties or other charges on account of such termination." City of Elgin
shall be responsible for all financial obligations under this agreement up to the date of termination of this agreement.
8.12 Use of Logos
(a) Customer agrees to allow CORE to list Customer's name and logo within its client listing on the CORE
website. Customer's name will be listed no more prominently than any other customer.
(b) Customer agrees to allow CORE to publish one press release announcing Customer's selection of CORE. The press
release will not be published without prior consent of Customer, which consent shall not be unreasonably withheld or
delayed.
(c) After completion of implementation, Customer agrees to assist CORE in the creation of a case study on the Customer's
success using the Products and Services. CORE agrees to minimize the time required by the Customer's resources in
the creation of the case study. Customer's role will be to provide information and review the case study for
approval. The case study will not be published without prior written consent of Customer; which consent shall not be
unreasonably withheld. The case study will be published on CORE website and promoted on social media channels.
(d) Customer agrees, after go live of Products and Services. to provide a video testimonial on the success of the project
and use of Products and Services. Customer approves use of this video on the CORE website. CORE will bear all
costs related to the production and publication of this video: Customer will bear no cost at all from this effort and
Customer has reasonable final edit rights on this video.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above-written.
Customer Name Wonderware Inc. d/b/a CORE Business Technologies
By:(X) By:(X) C"GLG<-QG(.a-
Printed Name: Richard G. Kozal Printed Name: Dan Paulus
Title: City Manager Title: CEO
Date: Decemb r 6, 2023 Date: 1 1/02/2023
ATTEST 8
Ci y Clerk
CORE Business Technologies
Software License and Use Agreement
EXHIBIT A
PRODUCTS AND SERVICES
Subject to the Term, CORE grants Customer a personal, non-exclusive, non-transferrable
license (without the right of sublicense) to access and use the Products and Services listed
in the table below.
The Products and Services provided for in this Exhibit A shall commence on July 1 , 2024
and such Products and Services and this Exhibit shall continue for a period of sixty (60)
months thereafter. Thereafter, this Exhibit A shall be automatically renewed for 12
month periods. unless either party provides notice of its intention to not renew this
Exhibit A at least ninety (90) days prior to an automatic renewal date .
Customer shall have thirty (30) days from the first date the Products and Services are
available to Customer (the "Test Period") to test the Products and Services to determine
whether it functions materially in accordance with the Specifications. The Products and
Services will be deemed satisfactory to Customer and accepted by Customer, unless
Customer provides notice to CORE within the Test Period describing in detail any Errors in
the Products and Services. If Customer delivers timely notice to CORE of any such Errors
during the Test Period, CORE will correct those identified Errors that can be repeated by
CORE within a reasonable time
9
CORE Business Technologies
Software License and Use Agreement
In addition to the fees set forth in the Agreement, Customer shall pay CORE the following
Fees for the Products and Services.
CORE & ELGIN, IL
CORE Online Payment Portal One-time
Online Payment Portals Included
• Online Payment Portal
• Digital Bill Presentment with Invoice Rendering
• IVR setup with 2 languages English and Spanish
• Administration Center Manager
• Training
• Client Support
• Flat File Exchange Integration to Host System
• Auto Pay&Recurring payment functionality
• SMS and Email Citizen Engagement Messaging Service"
• Text-2-Pay Service"
Optional One-Time
• Additional IVR Languages- $1,000 per language
Additional Integrations
• 'frame for online payment portal hosted by Elgin Included
• Integrations for integrated payment pages for DACRA payments Included
• Integration for OTC payments with Naviline Included
Transactional Fees for Online Portal Per Transaction
• Transaction fee $0.15
o Fee only applies for the first 2 years
Token Migration Flat Fee
• To migrate approximately 4,700 Tokens S2,250
• To migrate approximately 13,000 user accounts
IVR Per Min
• IVR Cost $.05
o If call is transferred to a clerk,cost no longer accrues
TEXT TO PAY $0.05 Per Message
SMS Notifications $0.05 Per Message
Integrated EMV Terminal One-Time
QD4 Device with stand $525.00
'All features are included in your license. However,please refer to the scope of work for the features
included in the initial launch.
**Messaging fees apply
***Pricing valid for 90 days
""Elgin is responsible for the token migration fee from the previous vendor
If)
CORE Business Technologies
Software License and Use Agreement
Elgin, IL Merchant Services
Rate Schedule
Pricing is Valid for 90 days from 08/29/2023
BILLING CATEGORY: DISCOUNT RATE/PRICE: NOTES:
VISA/MASTERCARD/DISCOVER/AMEX FEES:
All Transactions Interchange Pass Through+0.20% All Visa/MasterCard/Discover/AMEX
Volume
Non-PCI Compliance Fee: 0.00%
Capture Processing Fee: $0.05/Item All Visa-MasterCard-Discover-
AMEX Transactions
AUTHORIZATION/COMMUNICATION:
•VISA/MasterCard/Discover/AMEX Transactions: (Includes- Authorization, Declines, and Inquires)
IPL/SSL/Dial. $0.10/Item Per Card Authorization
PAYMENT CARD PROCESSING FEES:
Statement Fee: $7.50/Month Per Merchant ID Number
Minimum Fee: $ 10.00/Month Per Merchant ID Number
Voice Authorization Fee: $ 1.00/Item EDC back-up(Voice Calls for
Authorization)
Chargeback Fee: $ 15.00/Item Includes retrievals at no cost
MERCHANT COMPLIANCE FEES:
PCI Compliance with Breach
Assurance Program: $9.95/Month Per Merchant ID Number
OTHER FEES:
Onetime Gateway Setup Fee: $ 100.00 Per Merchant ID Number
Gateway Fee $20.00/Month Per Terminal ID Number
ACH/E-Check Processing Web Only $.50/Transaction Per Transaction/Per MID
Payment Terms:
• The $2,250 for token migration will be due within 30 days of 7/1/24
• Customer shall pay for peripheral hardware and EMV/Point to Point Encryption annual support plus
shipping charges 100% upon hardware shipment.
II
CORE Business Technologies
Software License and Use Agreement
• Notes:
1. Training will be conducted in the"train the trainer"format with the provision of suitable
materials that will permit Customer to train its own staff. Online training will be made
available to CORE during the Term.
2. This quote assumes that the Customer will provide connections to the host information
systems for interfaces.
3. If additional services are necessary, Professional Services will be charged at$225/hr or
$1,800 per day. Custom Programming will be charge At$280/hr or$2,240/day. CORE
reserves the right to charge for anything outside the scope of the project.
4. Hardware warranty and maintenance agreements reside with the original equipment
manufacturer.
5. The Customer is responsible for remitting any applicable sales and use taxes to the local and or State tax
authority, provided that CORE will not access any such taxes if Customer provides CORE with a tax
exempt certificate.
6. CORE is not responsible for third party integration, license or use fees except to the extent such third
party products are part of the integration delivered to Customer.
12
CORE Business Technologies
Software License and Use Agreement
EXHIBIT B
Scope of Work
CORE will license and deploy its Online Payment system to process payments for Elgin. CORE will
provide the services necessary to assist Elgin in its transition to CORE's platform and will support
the system indefinitely.
Scope Details
This scope contemplates the following functionality:
• Iframe-optimized checkout page that will accept data from Elgin to track and reconcile the
transaction.
• !frame-optimized form for collecting and tokenizing credit or debit cards and checking
accounts (checking accounts may be added to scope on a future date to be mutually agreed
upon)and returning the token identifier to Elgin to use later for processing automatic payments.
This form will be requested through CORE APIs to allow Elgin to automatically log in the user
to CORE to facilitate token entry.
• Iframe pages will include postback functionality through window.message notifications to the
parent window, asynchronous postbacks to designated Elgin endpoints
• Hosted payment page accepting similar data to the iframe to enable Dacra Tech to complete
transactions.
• APIs to void or credit transactions from Elgin's system.
• APIs to create and update users to maintain synchronization between the Elgin and CORE
systems.
• APIs to process a sale.
• APIs to inquire the status of a particular transaction.
• APIs to impersonate a CORE user when rendering the card and ach data collection form for
saving a token
• Daily CSV file containing the transactions from the previous calendar day.
• Investigate the feasibility of migrating tokens from the current provider to CORE.The level of
effort and pricing will be estimated after further investigation with the current provider. Should
a migration not be feasible due to cost or other reason, CORE will assist in messaging to
subscribers to minimize their inconvenience. CORE's fee is addressed in the $2,250 shown in
Exhibit A. It is possible that third parties whom which CORE would migrate Tokens from
could charge the city a fee. Such fee, if applicable, will be the responsibility of the city.Enable
card processing with the option for ACH processing utilizing CORE's ACH account
verification processing.
13
CORE Business Technologies
Software License and Use Agreement
• Settle all transactions at midnight local time to simplify reconciliation.
• Debit chargebacks and refunds as a separate line item as opposed to netting same from daily
totals to simplify reconciliation.
• Naviline integration for over the counter payments
Due to timing constraints, the initial scope excludes the following(but these features may be
implemented in the future at no cost to the Customer):
• Triggering and processing autopayments through the CORE system through either a file upload
to CORE or by CORE querying Naviline to obtain the accounts requiring automatic payments.
• Text2Pay for payment alerts and opt-in processing.
• Electronic Bill Presentment via email.
• ACH processing with account verification to minimize returns.
• IVR system in English and Spanish
Timing
CORE recognizes that time is of the essence due to an expiring agreement with the current vendor. It
is estimated that CORE can begin implementing and supporting Elgin's migration no later than
November. CORE products and services will be live and available for use no later than July 1, 2024.
14
CORE Business Technologies
Software License and Use Agreement
EXHIBIT C
MINIMUM HARDWARE REQUIREMENTS
COMMUNICATION AND CONNECTIVITY REQUIREMENTS
PCs should have the following minimum configuration:
Minimum Windows 10 configuration
- 1 gigahertz (GHz) or faster processor or SoC
-MS Windows 10 or higher
-1 gigabyte (GB) for 32-bit or 2 GB for 64-bit
-USB Ports (enough to support required hardware)
-Monitor with 1024 x 768 or greater
Operating System/Software Environment
Workstation must have Microsoft.Net Framework 4.8 installed (if the peripheral package is installed). CORE
supports the following web browsers: MS Edge Chromium or Google Chrome browser.
These Minimum Hardware Requirements shall be in effect for so long as the Agreement is in effect.
Customer understands that these Minimum Hardware Requirements may be amended from time to time.
15
CORE Business Technologies
Software License and Use Agreement
EXHIBIT D
SUPPORT, ESCALATION and SLA POLICY
This document defines CORE Business Technologies support and escalation procedures in accordance with
the following tables and severity labels.
Software support will be conducted by the Core Business Technologies Support Services team at 950 Warren
Avenue, 4"' Floor. East Providence, RI 02914.
Email: softwaresupport@corebt.com
Tel: 866-567-2673
Normal Business Hours Unless otherwise agreed between CORE and Customer in writing, the services
described in this section shall be rendered during CORE's normal business hours of 8:30 a.m. to 5:00 p.m.
(Eastern Time), Monday through Friday, excluding designated CORE holidays.
Designated CORE Holidays:
• New Year's Day
• Martin Luther King Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• Day after Thanksgiving
• Christmas Eve
• Christmas Day
Eligibility
Subject to Customer's compliance with the terms of this Agreement and in consideration of Customer's
payment of the Fees, CORE will perform the support described in this section. All support and escalation
must be initiated by the designated authorized representative of the client. No end user support is provided
with this Agreement.
Supported Version
CORE shall support the version of the Products and Services being used by the Customer regardless of
subsequent upgrades for a period of 3 years: it is understood by Customer that implementation of upgrades
may be necessary to optimize performance, leverage new features and receive functional updates.
Process
Support will take affect after basic diagnostic steps have been performed in accordance with the specification
document. For system unavailability, system reload must be performed as part of system diagnostics.
1. Initiation—The call or email must be initiated by an authorize service representative and must be received
through CORE's 1-800 support line, Tel: 866-567-2673, or at softwaresupport@corebt.com, which will be
available 24 x 7.
2. Logging —The support request is logged and includes time and date received. name of caller.
description of problem and action taken.
16
CORE Business Technologies
Software License and Use Agreement
3. Acknowledgement—The call is acknowledged and assigned according to the service level table
definitions.
4. Service and support—Production support will be attempted by the helpdesk personnel. If a solution
cannot be achieved by the Helpdesk, service and support will be performed in accordance with the
definitions stated in the Service Level Table.
5. Escalation—Escalation occurs in accordance with urgency and escalation table.
6 Callback— Response time is as listed in the Service Level Table according to your contracted level of
coverage.
7 Service Level Agreement:
a. Service Level Commitment. CORE will use its best efforts to ensure 99.5%Availability (as
defined below) of the CORE ASP Service. A failure by CORE to meet this commitment will entitle
Customer to claim a Service Credit (as defined below). "99.5%Availability" means that the CORE
ASP Service will be unavailable no more than .5% in any calendar month, based on a 24 hour day.
365 days a year. as determined by CORE (excluding any period of unavailability described in
subsection b below). The iPayment ASP and Business Center ASP shall be deemed to be
unavailable when CORE's automated monitoring system is unable to access the associated web or
database servers ("Unavailability").
b. Exceptions. CORE's service level commitment does not cover any unavailability attributable to(1)
Customer's use of the CORE ASP Service otherwise than in accordance with user guides from time
to time made available to Customer; (2) any configuration or erroneous data entered into the CORE
ASP Service by Customer: (3) any event beyond the reasonable control of CORE, including the
malfunction or unavailability of any public Internet backbone or network or of any server or service
not under the complete control of the CORE, or (4) Scheduled Maintenance pursuant to subsection
(c) below.
c. Scheduled Maintenance. 'Scheduled Maintenance" shall mean any maintenance performed
during a standard maintenance window as determined by CORE (a) of which Customer is notified
72 hours in advance or (b)the maintenance is performed without advance notice due to urgency of
the maintenance in order to maintain the security and integrity of the system. Notice of Scheduled
Maintenance will be provided to Customer's nominated point of contact by a method elected by
CORE (telephone or email). CORE's standard Scheduled Maintenance window occurs on the
second Tuesday of the month between the hours of 1AM and 4 AM Eastern Time. Customer shall
be provided 24 hours advance notice in the event a change is made to the standard Scheduled
Maintenance window. The CORE ASP Service shall not be deemed unavailable during Scheduled
Maintenance.
d. Service Credit Remedy. If CORE determines, in its reasonable judgment, that the iPayment ASP
or Business Center ASP did not attain 99.5% availability during any calendar month, CORE will
credit Customer's account the pro-rated Subscription Fee for one day's service for each additional
.5% that the server is unavailable during any calendar month. provided that no credit shall exceed
the pro-rated charges for one day's service for any single instance of Unavailability. All service
credit requests must be in writing and emailed directly to CORE's accounting department with ten
(10) days from the date of the server unavailability. Credits cannot be applied to any charges other
than the Subscription Fee. Customers with multiple CORE services will not receive more than one
credit for any instance of unavailability. Eligibility for any credits is subject to the customer's account
being current and with no outstanding balances due. THIS CREDIT SHALL BE CUSTOMER'S
SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE OUTAGE.
17
CORE Business Technologies
Software License and Use Agreement
8. Limitations of Support.
a. Right to Refuse Requests. CORE reserves the right to refuse CORE ASP Service Support
requests when:
i. A person other than a designated Customer Authorized Support Contact requests support;
ii. Support request procedures or instructions are not followed; or
iii. CORE determines that the requested support would seriously degrade CORE ASP Service
performance and/or integrity.
b. Non-Supported Matters. CORE will not provide Support for the following:
i. Software that has been altered or modified by anyone other than CORE:
ii. Third-party consulting services including applications design or recommendation, recovery
of lost data due to third-party services, or any third-party Customer purchase
recommendations:
iii. Deficiencies created by Customer's negligence or fault;
iv. Deficiencies resulting from malfunction of equipment other than the CORE authorized
Equipment:
v. Software not made available to Customer by CORE under this Agreement and the
Schedules.
9. Other Customer Responsibilities.
a. Customer agrees to limit access to CORE's support to the designated Authorized Customer
Support Contacts listed in the Specification or as amended to this Agreement.
b. Customer agrees to limit use of Support to occasions when the CORE ASP Service fails to
function as described in the documentation or Project Specification, or Customer requires
clarification of the documentation. Customer agrees to furnish descriptions of deficiencies in the
form requested by CORE's Support staff. Customer also agrees to assist CORE's efforts to
duplicate the deficiency.
c. Customer agrees to provide help at the location of the deficiency when telephone diagnostics and
support are performed. This help includes but is not limited to moving cables, rebooting
equipment, following verbal instructions to edit files and search directories. read screens. and any
other such help as is required by CORE to effectively diagnose and resolve the deficiency.
Customer's inability or refusal to provide such help or access releases CORE from any obligation
to perform support at that location for that service incident.
d. Customer shall be responsible for referring to any instruction manuals provided to Customer to
resolve routine system administration tasks. CORE's customer support staff will refer Customer to
the appropriate manual or recommend additional training to Customer in those instances where
Customer requests support and CORE's customer support staff determine that Customer's
request is more appropriately handled by referring Customer to such sources.
e. Customer Authorized Support Contacts must either have participated in training conducted by
CORE during the implementation process prior to being designated as an Authorized Support
Contact. In most cases, an Authorized Support Contact should be the cashiers immediate
supervisor and his or her backup. In organizations where one department is responsible for the
iPayment ASP and another for Internet access and/or data communications systems, an additional
primary and backup Authorized Support Contact may be designated from each of those two areas.
for a total of four Authorized Support Contacts. CORE is not responsible for training of
replacement Authorized Support Contacts. Additional training services are available at then
current rates.
I8
CORE Business Technologies
Software License and Use Agreement
10. Supplemental Services. CORE will provide Customer with the Supplemental Services described in this
section. subject to Customer's payment of additional Support Fees agreed upon by the parties.
• Custom Engineering. CORE shall have the right to charge Customer at CORE's then
prevailing rate applicable to such services for the engineering of modifications to the CORE
ASP Service requested by the Customer.
• Training. Customer may purchase additional training services at the CORE's then prevailing
rate applicable to such services.
11. Term. This Exhibit D shall become effective upon the Effective Date of the Agreement and shall continue
in full force and effect for so long as the Agreement is in effect.
I
CORE Business Technologies
Software License and Use Agreement
Service Level Table
Priority Definition Escalation to next point Response Time Coverage
Level
1 Product is down. No This designation may < 1 coverage 24 x 7 x 365
workarounds are available. only be assigned by hour
Major product functionality is management.
not working according to the
Specifications. CORE places
top priority on the technical
issue and all necessary
resources are immediately
assigned to the issue.
2 Product functionality is affected Reviewed daily by < 2 coverage Monday— Friday
but production use continues, support manager. hours 7:O0am —9:OOpm
and product is not down. Escalated to senior
CORE places high priority on management for review
the technical issue and all weekly. Issues which
necessary resources are affect downtime are
assigned to the technical issue, escalated immediately.
but work is generally performed
during normal business hours.
3 Minor Product functionality is Reviewed daily by < 4 coverage Monday— Friday
not working according to the Software Support hours
Specifications. or minor Analyst. Escalated to 7:OOam—9:OOpm
business processes cannot be support manager for
met. The issue is assigned to review weekly.
the appropriate resources to
resolve the technical issue
within customer expectations.
4 Product and Project specific Reviewed weekly based Delivery will be Monday— Friday
enhancement request or on delivery or release quoted with 7:0Oam—9:OOpm
change orders. Change orders schedule. Delivery will be response to each
are scheduled upon signed quoted with response to specific request.
acceptance receipt from each specific request.
Customer. Product
enhancement requests are
reviewed by Product Manager
periodically in conjunction with
release schedule.
20
es) CORE
SPECIAL PROVISIONS FOR PAYPAL PROCESSING ADDENDUM
This SPECIAL PROVISIONS FOR PAYPAL PROCESSING ADDENDUM(this"Addendum") is made a part of the terms and
conditions of the Payment Processing Agreement Terms and Conditions is between Wonderware Inc. d/b/a/CORE Business
Technologies("CORE")and City of Elgin, Illinois(the"Merchant")dated 07/01/2024(the"Agreement"),
and applies to provisioning of PayPal Processing Services("PayPal")by CORE for Merchant. Merchant's acceptance and usage of
PayPal is subject to the approval of PayPal.
In the event Merchant desires to use the services provided by PayPal on or through a third-party platform or marketplace(the
"Platform"). including accepting payments for goods or services,donations as well as other related services on the Platform.
Merchant agrees to be bound to the following terms and conditions set forth in the PayPal Platform Seller Account Agreement,
including all of the agreements incorporated by reference in the PayPal Agreement(herein collectively the`PayPal Agreement").
https://www.paypal.com/us/legalhub/platform-seller-agreement#paypal platform seller account agreement.
Notwithstanding the above, Merchant shall not be obligated to comply with the PayPal Point of Sale Agreement. Further, Merchant
agrees to be bound by any updates to the PayPal Agreement. Updates to the PayPal Agreement can be found at
https://www.paypal.com/us/legalhub/upcoming-policies-full?locale.x=en US. Merchant is responsible checking this website to be
apprised of all updates to the PayPal Agreement. The updates are effective, and Merchant is bound to the updates upon the time
that they are issued on the website.
Except as otherwise amended pursuant to this Addendum, the Agreement remains in full force and effect in accordance with its
terms. This Addendum may be executed in one or more counterparts(including by means of signature pages transmitted via PDF or
other electronic means). each of which shall be deemed an original and all of which shall be taken together and deemed to be one
instrument.
Per Transaction Fees
Auth I Decline Capture Interchange Markup
PayPal/Venmo $0.10 $0.05 0.20%
Merchant and CORE have entered into this Addendum as of 07/01/2024.
Mercha
• of Elgin, II'n is o erware Inc.dlbla CORE Business Technologies
By: /
Name: Richard Kozal Name: Brian Voigt
Title: City Manager Title: EVP
A
City Clerk
CORE PP/PROC v 1.1
Merrick Bank
CO R E11111
461177 BUSINESS TECHNOLOGIES 135 Wooduy ark Drive North,Suite
Woodbb N
ury,NY 11797 I(800)267-2256
PAYMENT PROCESSING AGREEMENT
APPLICATION AND FEE SCHEDULE
A Registered Service Provider of Merrick Bank Corporation("Merrick")
ASSOCIATE: ACCOUNT REP: Kyle Kitsrniller 1100 DATE:
Corporate)Legal Name: Federal Tax ID Number:
City of Elgin 36-6005862
Address(Physical Location): Mailing Address:
150 Dexter Court 150 Dexter Court
City: State: Zip: City: State: Zip:
Elgin IL 60124 Elgin II 60124
Business Phone#: Fax#: Website Address:
(847)931-6001 (847)931-5622 www.cityolalgin.org
TYPE OF BUSINESS: Government CHAIN MERCHANT 0 YES ❑ NO
NUMBER OF YEARS IN BUSINESS: 20+ Years BUSINESS LICENSE#:
CURRENT PROCESSOR: Chase/Paymentus POS DEBIT: 0 NO ❑YES NETWORK:
Star MAC (Wl Star East (Q)Star West ( rntrr/x,x ir.,r,t,,,.. x rKr r
TRADE REFERENCES:
Company: Contact:
Phone: Fax: Account Type:
Company: Contact:
Phone: Fax: Account Type:
Authorized Signer (First): MI: Last: Title: Phone Number: Email Address:
Richard Kozal City Manager (847)931-6001 kozal_r@cityofelgin.org
Alternate (First): MI: Last: Title: Phone Number: Email Address:
Alternate (First): MI: Last: Title: Phone Number: Email Address:
To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify,and record
information that identifies each person who opens an account.What this means for you:when you open an account.we may ask you for information that will
allow us to identify you.including a copy of your driver's license or other identifying documents.
0 By checking this box,Merchant opts out of accepting American Express.
THE PAYMENT PROCESSING AGREEMENT IS EFFECTIVE UPON JULY 1,2024
Merrick Bank orporation Wonderw7Inc.d/b/a CORE Business Technologies
By: 11/09/2023 1:09 N.)23
135 Crossways Drive North,Suite A Date 950 Warren Avenue.4th Floor Date
Woodbury,NY 11797 East Providence.RI 02914
Rev 09/20239
The Fee Schedule
You agree to pay all Payment Brand fees,transaction processing costs and other processing fees on debit and credit transactions as set forth herein. You authorize and direct Member
Bank to charge such fees and costs to you by monthly debit through the ACH system to your designated DDA account.For a list of Merchant Interchange Rates,please review the
Payment Brand Interchange Resources below. Nothing in this Section shall be deemed to alleviate or reduce any of your other obligations under the Agreement,including,but not limited
to.your responsibilities with regard to Penalties and Dispute Items and your obligation to pay the Early Termination Fees(as defined in this Agreement),if applicable.pursuant to Section
10 of the Payment Processing Agreement.
Non-Program Location Fees, Third-Party Costs, and Dispute Item Costs
Setup Fee Monthly Monthly Chargebacks ACH Breach Assurance Optional
Statement Minimum Rejects Program Reporting Fee
$ $7.50 $10.00 $15.00 $30.00 S 9.95 Per MID S 0.00
Early Termination Fee See Section 10 S100.000.00 Coverage Per User ID
Per Transaction Fees
Visa, Mastercard, Discover,&American Express
Interchange Non-PCI
Auth/Decline Capture Markup Markup Voice Auth
Credit S 0.10 $0.05
0.20% 0.00'"vt $1.00
Debit $0.10 $0.10
PIN $0.10 $0.35 N/A N/A N/A
ACH Processing Fees for Merchant Funded and Convenience Fee Merchant Accounts
Monthly Transaction Transaction t
Setup Fee Access Fee Transaction Fee Return Fee Re-Deposit Fee
$waived S 0.00 $0.50 S 15.00 S 0.00
The Transaction Return Fee and Optional Transaction Redeposit Fee is Paid by the Merchant.
PCI Compliant Internet Gateway Third-Party Costs
Gateway Setup Fee *Monthly Fee *Per Transaction •Threshold
USAePay S 150.00 $20.00 $0.10 250
BridgePay Waived Waived $0.10 0
Authorize.net S 100.00 $20.00 $0.10 0
r
•TNSI Synapse N/A $20.00 $0.10 0
•Monthly Fee.includes standard features.adding features may increase the monthly fee
'Per Transaction Fee only applies after transaction Threshold exceeded per month.
'TNSI Synapse allows supported wireless terminals to connect using GPRS/CDMA modems.
Payment Brand Interchange Resources
Visa Regulations: http://usa.visa.com/merchants/operations/op requlations.html
Mastercard Rules:http://www.mastercard.com/us/merchant/suoport/rules.html
Discover Network Rules:http:f/www.discovernetwork.com/merchants'
American Express Merchant Operating Guide:http://www.americanexpress.com/merchantopquide
Me t: Ity of Elgin
/ 12/6/2023
!Signature of Authorized Signer Date
Richard G. Kozal, City Manager
Print Name Title
Page 2
MERCHANT SIGNATURE AUTHORIZATION
Name of 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
Payment Processing Agreement and bind the 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 Payment Processing Agreement. These persons
also have the authority to perform the duties and functions defined in 2, 3 and 4 below.
TITLE PRINT NAME SIGN TUBE
City Manager Richard Kozal
2. The persons listed below are duly authorized to act for and on behalf of the entity indicated
above in any manner relating to this Payment Processing Agreement and any additional
merchant location forms.
3. Both CORE and Merrick Bank may rely on the authority granted in this certification and
the undersigned official represents and warrants that this certification shall remain in full
force and effect until revoked upon written notice to CORE.
4. The following are the names, titles and genuine signatures of the persons authorized by
this certification to perform ongoing organizational processes and updates:
TITLE PRINT NAME SIGN TURE
Chief Technology Officer Aaron Cosentino
Chief Financial Officer Debra Nawrocki ,� :
Senior Accountant Lori Grocke 3 ct-id2
IT Manager Tanuja Daniels `.3 CC 1 GUA.t
I have subs , ame as
tht o icial i ated ve as of December 6 , 2023 (date)
Signature: w/ fti Print Name: Richard G. Kozal
Title: City Manager
MERCHANT INQUIRY:
Has Merchant or Owners/Principals ever been terminated from accepting payment cards from any payment network for this business or any other businesses?
❑NO 0 YES if yes.please expiainl
How Many Chargebacks Last Year? Total Amount: $
Please Mark all Card Types Accepted and Initial Here: (initials) 'For Details on how these transactions quakfyateach lever.please refer b your Merchant Operating Guide.
® Debit Cards:VIMC(consumer signature cards/all foreign issued cards/PIN debit cards) ® Other Cards:V/MCIDISC/AMEX(business credit/debit,consumer credit,8 all foreign issued cards)
Page 3
This is a Payment Processing Agreement entered into as of the date accepted by ISO(defined below)and is by and among Mernck Bank.a Utah state chartered bank(-Member Bank').Wonderware Inc.db,a CORE
Business Technologies("CORE")and the governmental enbty('Merchant 'your,"yours"and the like)that signed the attached application included with this Agreement(the'Application-). The term'Agreement'.
as used herein,shall include the Application,the fee schedule included with this Agreement,as applicable )the'Fee Schedule"),the terms and conditions set forth below,and all attachments.exhibits,schedules and the
like included herewith.
BACKGROUND INFORMATION
Member Bank is a member/acquirer of Visa U.S.A Incorporated('Visa').Mastercard International("Mastercard").DFS Services.LLC(-Discover') is authorized to process and settle certain transactions originated on the
Amencan Express Travel Related Services Company,Inc.(-American Express-)payment network and is authorized to process Card transactions for such financial institutions and various other payment brands,payment
networks and Card issuers(each a Payment Brand"). For purposes of this Agreement,"Card"means an account,or evidence of an account,authorized end established by a Payment Brand or representatives thereof
that merchants accept from their customers as payment for goods or services. Cards include,but are not limited to,credit cards,debit cards,stored value cards,loyalty cards.electronic gift cards,authorized account or
access numbers.paper certificates and credit accounts. Member Bank and CORE have entered into an agreement whereby CORE acts as Member Bank's service provider and provides certain services to you through
various third-party service providers(CORE and such third-party service providers shall hereinafter collectively be referred to as'ISO"). You desire to accept one or more types of Cards issued by a Payment Brand.
Member Bank and ISO agree to provide services in accordance with the terms and contldions set forth below.Accordingly,the parties to this Agreement.intending to be legally bound.agree as follows:
OPERATIVE PROVISIONI
1. Services.Member Bank and ISO agree to provide you,al your U.S.locations identified in the Application(as defined below),transaction gateway,processing and/or settlement services(the"Services')in accordance
with the terms and conditions of this Agreement. You agree to use Member Bank to sponsor.clear and settle all of your Card transactions.You will be responsible for the installation,servicing and maintenance of the
point-of-sale devices and related equipment at your facilities,and will likewise be responsible for the connection of those devices to the Services in compliance with ISO's requirements. ISO hereby grants to you a limited.
non-exclusive,non-transferable,revocable,royalty free right,during the Term,to use the Services.sub)ect to the restrictions herein and any other restrictions communicated by ISO to you,solely for your internal use.ISO
and its suppliers shall retain title and all ownership nghts to the Services and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Services or to the features or
information therein,except as specifically stated herein.ISO is providing you with information concerning the technical requirements for allowing the Services to send and receive electronic transaction data for authorization
and/or settlement from and to ISO.To utilize the Services,you must:(i)provide for your own access to the intemel and pay any fees associated with such access,and(ii)provide all equipment necessary for you to make
such connection to the intemel including a computer,modem and web browser. If you elect to receive transaction gateway services or certain other services from ISO.you may receive a password when registering for
such services. Upon approval,that password will allow you access to those Services. You are responsible for maintaning the confiaentiality of the password and account,and are fully responsible for at activities that
occur under your password or account.You agree to immediately notify ISO of any unauthorized use of your password or account or any other breach of security.You shall not:(Al decanpple.disassemble,reverse
compile,reverse assemble.reverse translate or otherwise reverse engineer the Services:(B)circumvent any technological measure that controls access to the Services;or(C)use the Services other than pursuant to the
terms of this Agreement.
2. Payment Brand Regulations. All Card transactions and this Agreement are subject to,and the parties agree to be bound by.applicable Payment Brand operating rules and regulations(-Payment Brand
Regulations'). The Payment Brand Regulations include the Payment Card Industry Data Security Standard,the Consortium Merchant Negative File published by Discover.Discover Information Security Compliance,Visa
Cardholder Information Security Program.Mastercard's Site Data Protection Program and the American Express Data Security Requirements.as may be amended,supplemented or replaced from time to time. A copy
of the American Express Data Security Requirements('DSR-)can be obtained online at www.amerncanexpress.corn/dsr.Merchant shall abide by and fully comply with the Payment Brand Regulations.DSS.LISP,SDP,
DSR,and any other seventy requirements.You are responsible for demonstrating your own,your agents.and your servlcers compliance with Payment Brand Regulations as they may be amended from time to time. ISO
is not responsible for providing copies of the Payment Brand Regulations to you,and makes no representations or warranties regarding the accuracy of any summaries of Payment Brand Regulations it may provide. Most
Payment Brand Regulations are available online,and ISO will provide you with specific website information upon request. You will comply with all state and federal laws and Payment Brand Regulations.including without
limitation laws.rules and regulations regarding disclosure to customers on how and why personal information and financial information is collected and used. Furthermore you shal comply with al of ISO's policies.
procedures and guidelines governing the Services provided hereunder,as may be amended from time to time. You agree not to use,disclose,sell or disseminate any cardholder or card member(as used in and defined
by the applicable Payment Brand Regulations collectively.-Cardholder)information obtained in a Card transaction to any third-party other than to.or authorized by.ISO. You agree not to store any Cardholder information
obtained in a Card transaction unless specifically permitted to do so under applicable Payment Brand Regulations. You agree that ISO shall not be liable for any improperly processed transaction or third-party.illegal or
fraudulent access to your account,your IDs and passwords,end-user data or transaction data. ISO is not liable for your non-compliance or any costs of such non-compliance with any Payment Brand Regulation.If there
is a conflict between this Agreement and the Payment Brand Regulations,the Payment Brand Regulations will apply. You will pay ISO and Member Bank immediately for all fines,charges,penalties,assessments and all
other costs,expenses and indebtedness levied by any Payment Brand,Card issuer,regulatory authority or other third-party that are assessed against,likely to be assessed against,charged to.likely to be charged to,
incurred by(directly or indirectly)or otherwise paid by.ISO and/or Member Bank to the extent that such Penalties are attributable to,arise out of.or are related to your(p Card transaction processing or business.or(ii)
your breach or alleged breach of this Section(collectively.-Penalties).You are solely responsible for the security of data residing on the servers owned,controlled or operated by you or a third-party designated by you
(e.g..a web hosting company or other service provider).You warrant that your servers and electronic systems are secure from breach or intrusion by unauthorized third-parties and veil hold ISO harmless for a breach of
your systems. If there is a security breach of your system and/or access to end-user data or transaction data by an unauthonzed third-party,you shall immediately notify ISO upon discovery of such breach and shall take
such precautions as may be necessary to prevent such breaches from occurring in the future,as required by ISO. You agree that ISO may disclose to any Payment Brand information regarding you and your transactions.
and that such Payment Brand may use such information to perform its responsibilities in connection with its duties as a Payment Brand,promote the Payment Brand,perform analytics and create reports,and for any other
lawful business purposes,including commercial marketing communications purposes within the parameters of the Payment Brand Regulations.A Payment Brand may use the information about you obtained in this
Agreement at the time of setup to screen and/or monitor you in connection with Payment Brand marketing and administrative purposes. You agree that you may receive messages from a Payment Brand.including
important information about Payment Brand products,services,and resources available to your business. These messages may be sent to your mailing address,phone numbers,email addresses or fax number. You
may be contacted at your wireless telephone number and communications sent may include autodialed short message service(SMS or'text)messages or automated or prerecorded calls.
3. Fees.The fees to be charged by Member Bank or ISO to you or your customers for the Services provided to Non-Program Locations are set forth in the Application and Fee Schedule(collectively,the'Fees').ISO
may change such Fees from time to time upon ten(10)days prior written notice to you.The Fees do not include,and you hereby agree to pay,all p)Penalties.(ii)interchange fees.assessments and other third-party
charges charged to,directly or indirectly incurred or otherwise paid by,ISO and/or Member Bank which are attributable to your Card transactions other than Penalties(collectively.'Third-Party Costs').and(iii)chargebacks
of Card transactions refunds and related Interchange fees and assessments(collectively.'Dispute Items).Interchange fees and assessments charged hereunder will not be credited back to you if a transaction is
subsequently reversed or otherwise processed as a credit or chargeback.Third-Party Costs fa a given Card transaction depends on a number of factors such as the type of Card presented,specific information contained
in the Card transaction,how and when the Card transaction is processed and other factors.Payment Brands and Otter third-parties regularly add new Third-Party Costs,change the rates for existing Third-Party Costs,or
change the qualification criteria for existing Third-Party Costs.Changes in the way you accept and process Card Transactions,the volume of your Card Transactions,the products and services you provide,and numerous
other factors may affect your Third-Party Costs.
4. Card Transactions. In addition to the requirements for Card transactions set forth in the Payment Brand Regulations,you agree that you will not,unless authorized to do so under the Payment Brand Regulations.
(a)deposit into any bank account owned or controlled by you('Account(s))any sales or credits for any Card transaction between a Cardholder and an entity other than you.or Ili)make a cash disbursement to a Cardholder
arising out of a Card transaction or any other use of a Card,or use your personal Card(s)to process transactions using your merchant account with ISO that would Constitute a cash advance
S. Your Bank Account
a. You shall establish,and at all times during the Term,maintain one or more Accounts with one or more banks in order to facilitate payment of amounts due from time to time under this Agreement,which banks
and Accounts shall be identified in the Application.To secure the extension of credit and your obligations under this Agreement including.without limitation,your obligation to pay,to the extent applicable,Fees,Third-Party
Costs.Dispute Items arder Penalties.you grant to Member Bank and ISO a securty interest in your deposited sales and all funds maintained in the Account(s).
b. Al credis,charges and debits in connection with Card transactions and other amounts owing under this Agreement shall be made to your Account. You authorize Member Bank,without further notice to you.to
credit Or debit the Account(s). My Fees.Third-Party Costs.Dispute Items and/or Penalties payable by you pursuant to the terms and conditions of this Agreement not collected by Member Bank or ISO through a debit to
the Account,for whatever reason.shall be invoiced to you by Member Bank or ISO and are due upon your receipt of such invoice.
c. If you have more than one deposit account with your banks.any or all of such accounts may be treated as the Account and may be credited.charged or debited in connection with Card transactions and other
amounts owing under this Agreement as Member Bank or ISO may determine;provided,that you may designate a particular Account with respect to certain amounts to be credited,charged or debited from time to time
by Member Bank in connection with particular Card transactions.Member Bank agrees to comply with such designation so long as the designated Account(s)contain sufficient funds to satisfy such charges Or debits.
d tl a debit or chargeback to the Account results in an overdraft.you agree to irxmediately deposit wth your bank an amount sufficient to cover such overdraft and any related service charges or fees.
e. If you desire to change the Account.you shall notify ISO in writing at least ten(10)days prior to the effective date of the change and shall follow ISO's procedures for completing the change.
6. Display of Service Marks,Advertising and Promotional Materials
a. You shall prominently display any service marks,identification logos and any other promotional materials(collectively,the'Service Marks")the ISO furnishes to you to alert Cardholders that Cards will be honored
by you. This requirement shall not apply to private clubs or other merchants that do not serve the general public or other class of merchants exempted by a Payment Brand.The Service Marks for each Payment Brand
must be at least the dimension of and as prominent as any other card program mark or logo displayed.
b. You may use the Service Marks only to indicate that Cards are accepted by you for payment.You shall not state,imply or use the Service Marks to indicate that ISO or any Payment Brand endorses.sponsors.
produces,offers.sells or is affiliated with any of your goods or services.
c. You shall not refer to ISO or any Card or Payment Brand in stating eligibility for your merchandise,services or membership.
d. Your use of the Service Marks of any Payment Brand shall be governed by the Payment Brand's Regulations.
e. Your right to use or display the Service Marks shall continue so long as this Agreement remains in effect,unless ISO directs that such use or display shall cease.You acknowledge that the Service Marks are
the property of the applicable Payment Brand and you shall not infringe upon the Service Marks.
f. All point of sale displays or websites must include appropriate Service Marks to indicate acceptance of Cards or Payment Brand approved signage to indicate acceptance of the limited acceptance category you
have selected.
7. Term. This Agreement will be effective as of the date it is accepted by Member Bank and ISO and will continue in effect fora term of five(5)years following such date(the'Initial Tern'),unless earlier terminated
as provided for below.Following the Initial Term,this Agreement will automatically renew for additional one year renewal terms(each,a"Renewal Term'collectively with the Initial Term,(the"Term")),unless earlier
terminated as provided for below. If either party desires not to renew the Agreement at the end of the Term,such party must provide written notice to the other parties of its intent not to renew this Agreement at least ninety
(g0)days prior to the expiration of the Term,as applicable.Notwithstanding the forgoing,Member Bank may terminate this Agreement for any or no reason with thirty(30)days'notice 10 you
8. Events of Default.An'Event of Default'shall mean the occurrence or existence of one or more of the following events or condmons,whatever the reason for such Event of Default and whether voluntary.involuntary
or effected by operation of law:(a)you fail to pay any obligation under this Agreement to Member Bank or ISO when due:(b)any representation or warranty made by you under this Agreement,the Application Or any
financial statement,certificate,report,exhibit or document required to be furnished by you to Member Bank or ISO 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)you shall default in the performance or
observance of any covenant,agreement or duty under this Agreement or any Payment Brand Regulation:(d)you are no longer allowed by a Payment Brand to accept such Payment Brand's Cards as payment or your
name appears on a Payment Brands terminated merchant file (e)Member Bank or ISO reasonably conclude that any cmmninal.fraudulent.unauthorized or suspicious activity has occurred or is imminent with respect to
your acceptance of Cards or your performance under this Agreement:(f)there is an unexplained material change in your processed volume,average ticket size or mode of sale:(g)Member Bank or ISO reasonably
conclude that there exists a nsk Of an abnormal level of chargebacks or that you may not fund Fees.Third-Party Costs,Dispute Items.a Penalties as they occur;
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(h)you have defaulted on any obligation for borrowed money and the effect thereof may permit the holler of such indebtedness to accelerate the time when repayment is due:(I)there is an adverse material change in
your business,operations,financial condition,properties,assets or prospects;(j)one or more judgments against you for the payment of money remain undischarged,unsatisfied or unstayed for a penod of forty five(45)
consecutive days:(k)your lender takes possession of your inventory(I)a writ or warrant of attachment,garnishment,execution,or Similar process shall have been issued against you or any of your assets:(m)a proceeding
shall have been instituted with respect to you(1)seeking an order for relief or a declaration entailing a finding that you are 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 you,your assets or your debts under any law relating to bankruptcy,nsolvency,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 you or for all or any substantial part of your assets;or(n)you shall become insolvent,shall become generally unable to pay your debts as they become due,shall voluntanly suspend transaction of your 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(ml2)above,or shal consent to any such appointment or to the taking of possession by any such official of all or any substantial part of your assets,shall dissolve.
windup.revoke or forfeit your charter(or other constituent documents)or liquidate yourself or any substantial part of your assets,or shall take any action in furtherance of any of the foregoing;(0)accept a Card for an
unlawful Internet gambling transaction;or(p)you fall to become or remain'PCI compliant"(as required under applicable Payment Brand Regulations)and/or you fail to certify such compliance to ISO upon request.You
shall notify Member Bank and ISO 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.
9. Remedies Upon Event of Defauh. Upon the occurrence of any Event of Default,Member Bank and ISO may employ any or all of the following remedies it deems appropriate:(a)terminate this Agreement
immediately upon notice to you:(b)without prior notice to you,refuse to accept or revoke acceptance of any sales or credit,or the electronic transmission thereof if applicable,received by Member Bank or ISO on or at
any time after the occurrence of any Event of Default;(c)without prior notice to you.Member Bank may debit your Accounts in an amount equal to arty amount then owed to Member Bank or ISO:(d)establish a reasonable
reserve using you finds in Member Banks possession to cover foreseeable Fees Third-Party Costs.Dispute Items.Penalties.and Cardholder credits:(e)increase the Fees commensurate with the increased risk:(f)
require you to deposit,as cash collateral,such amounts as Member Bank or ISO may require to secure your obligations hereunder:(g)report to one or more credit reporting agencies any outstanding indebtedness to
Member Bank or ISO.or(h)take such other action as may be permitted by law.
10. Early Termination Fee. For purposes of this Section 10 an"Early Termination Event'shall mean p)a termination of this Agreement by Member Bank or ISO following an Event of Default specified in Section 8
above(e);a terminator)of this Agreement by you for any reason whatsoever,other than following written termination notice given by you pursuant to Section 7 or 12;or(iii)your deposit or submission of any of your
Payment Brand branded transactions with any entity other than Member Bank.Your payment of the monthly minimum Fees shall not fulfill your obligation to ISO The parties agree that the actual damages which will result
to ISO from an Early Termination Event are not readily ascertainable as of the effective date of this Agreement.In addition.you acknowledge and agree that in reliance on this Agreement and other long-term agreements.
ISO will incur additional long-term costs,including without limitation.computer hardware.software,and labor.Accordingly,upon the occurrence of an Early Termination Event,you shall pay to ISO,in addition to all amounts
owed for the Services provided to you pursuant to this Agreement.an Early Termination Fee. 'Early Termination Fee'shall mean an amount equal to the greater of(i)$500.00;or(ii)thirty percent(30%)of the average
total monthly Fees incurred by you during the Measurement Period,times the total number of months,or portion thereof,following an Early Termination Event.The'Measurement Period'shall mean the six(6)month
period immediately prior to the Early Termination Event.The parties intend that this Early Termination Fee be in lieu of ISO's lost profits for the remainder of this Agreement.but not in lieu of any other damages to which
ISO might otherwise be entitled arising out of your wrongful acts or omissions.
11. Change in Your Business. You sham provide Member Bank and ISO at least thirty(30)days prior written notice of your intent to change in any way the basic nature of your busness,including without limitation.a
change n 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 ISO shall have the right to terminate this Agreement
without further obligation upon providing thirty(30)days prior written notice to you.
12. Termination by You. You may terminate this Agreement upon thirty(30)days prior written notice to Member Bank and ISO in the event of(a)your receipt of notice of any increase in Fees payable to Member Bank
and ISO pursuant to Section 3 hereof(excluding Fee increases pursuant to Section 9);or(b)any material amendment or modification to this Agreement made by Member Bank or ISO pursuant to Section 17 hereof which
adversely affects you in any material respect(excluding material amendments or modifications required due to changes to an Payment Brand Regulation or applicable federal,state or local law or regulation). Your nght
to terminate pursuant to this Section 12 shall expire thirty(30)days following your receipt of notice of any such Fee increase or matenal amendment or modification.ff this Agreement is terminated.regardless of cause.
Member Bank may withhold and discontinue the disbursement for as Card transactions in the process of bang collected and deposited.If termination is due to the occurrence of an Event of Default or if you otherwise
breach this Agreement,you acknowledge that Member Bank or ISO may be required to report your business name and the names and other identification of your principals to the terminated merchant file maintained by
the Payment Brands.You expressly agree and consent to such reporting if you are terminated for any reason requiring listing on the terminated merchant file.You waive Member Bank and ISO from any claims
that you may raise as a result of Member Bank or ISO terminated merchant file reporting.Further,you will return all Member Bank and ISO properly,forms,or equipment.All obligations for transactions prior to termination
(including payment for Fees.Third-Party Costs.Dispute Items.Penalties and Member Banks expenses relating to chargebacks)survive termination.Neither Member Bank nor ISO is liable to you for damages(including
prospective sales or profits)due to termination.Upon termination,any amounts due to Member Bank or ISO will accelerate and be immediately due and payable,without any notice.declaration or other act whatsoever.
13. Credit Inquiries;Reporting;Financial Statements. You authorize Member Bank and ISO to make any credit inquiries they consider necessary to accept or to renew their acceptance of this Agreement.You also
authorize any person or credit reporting agency to compile information to answer such credit inguines and to furnish such information to Member Bank and ISO.You agree to provide to ISO such financial statements or
other information concerning your business or operations as may be requested by ISO from lime to time,in appropriate detail,promptly upon request by ISO.Upon request by ISO.you shall furnish to ISO.within one
hundred twenty(120)days after the end of your 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.ISO may,at its discretion,
accept unaudited financial statements prepared by a public accounting firm.
14. Reserve. Intentionally Omitted
15. Representation and Warranties;Disclaimers. You make 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 the Application or any other document delivered to Member Bank and ISO in connection therewith or with this Agreement is true and complete in all material respects;(b)you have 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 you are subject or by which your assets are bound;(d)you have
all required licenses,if any,to conduct your business and are qualified to do business in every jurisdiction where it is required to do so;and(e)there is no action,suitor proceeding at law or in equity pending,or to your
knowledge,threatened,by or against or affecting you which If adversely decided to you would impair your right to carry on your business substantially as now conducted or adversely affect your financial condition or
operations in any material respect EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN THE SERVICES ARE PROVIDED ON AN'AS IS, 'AS AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS
OR WARRANTIES. ISO DOES NOT REPRESENT OR WARRANT THE PRODUCTS AND SERVICES WILL BE AVAILABLE,ACCESSIBLE,UNINTERRUPTED.TIMELY,SECURE,ACCURATE,COMPLETE OR
ENTIRELY ERROR-FREE. YOU MAY NOT RELY ON ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES MADE BY ANY THIRD-PARTY IN CONTRAVENTION OF THE FOREGOING
STATEMENTS. ISO SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS,WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED,ARISING BY STATUTE,OPERATION OF LAW,USAGE OF
TRADE,COURSE OF DEALING.OR OTHERWISE,INCLUDING BUT NOT LIMITED TO,WARRANTIES OR CONDITIONS OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT,
OR TITLE WITH RESPECT TO THE SERVICES.YOU UNDERSTAND AND AGREE THAT ISO SHALL BEAR NO RISK WITH RESPECT TO YOUR SALE OF YOUR PRODUCTS OR SERVICES INCLUDING,WITHOUT
LIMITATION,ANY RISK ASSOCIATED WITH CARD FRAUD,PENALTIES,THIRD PARTY COSTS OR DISPUTE ITEMS. ISO MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.
NOR DOES ISO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED
THROUGH USE OF THE SERVICES.
16. CHOICE OF LAW;JURISDICTION;WAIVER. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF IN WHICH YOU ARE LOCATED,YOU,MEMBER BANK AND ISO HEREBY
IRREVOCABLY AND UNCONDITIONALLY:(A)AGREE THAT ANY ACTION,SUIT OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT,COURSE OF
CONDUCT,ACT,OMISSION OR EVENT OCCURRING IN CONNECTION WITH THIS AGREEMENT(COLLECTIVELY,'RELATED LITIGATION')MUST BE BROUGHT IN A STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE COUNTY AND STATE IN WHICH YOU ARE 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)WAIVE ANY CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM,AND WAIVE ANY RIGHT TO OBJECT.WITH RESPECT TO ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT,THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER YOU OR ISO.(E)
CONSENT AND 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 YOU
AT THE ADDRESS IN THE APPLICATION AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE(BUT NOTHING HEREIN SHALL
AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW);AND(F)WAIVE THE RIGHT TO TRIAL BY JURY IN ANY RELATED LITIGATION.
17. UNITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,NO CLAIM MAY BE MADE BY YOU AGAINST MEMBER BANK OR ISO 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 WITH THIS AGREEMENT UNLESS SUCH CLAIM ARISES
FROM THE WILLFUL MISCONDUCT OF THE MEMBER BANK OR ISO AND YOU HEREBY WAIVE.RELEASE AND AGREE 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 YOU FURTHER UNDERSTAND AND AGREE THAT YOUR
RESPONSIBILITY TO PAY PENALTIES AS DESCRIBED IN THIS AGREEMENT SHALL NOT BE LIMITED OR RESTRICTED UNDER ANY CIRCUMSTANCES,EVEN IF SUCH PENALTIES ARE DEEMED TO BE
SPECIAL.INCIDENTIAL.INDIRECT.CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER APPLICABLE LAW.
19. CONFIDENTIAL INFORMATION. You will not use for any purpose other than contemplated by this Agreement.will not disclose to any third-party,and will cause your employees,independent contractors.and
agents to not use or disclose.any term of this Agreement.the Services,or any information learned about the business practices and ways in which ISO conducts business that is not generally known to others,including
without limitation details about the Services.any data or information that is a trade secret or competitively sensitive such as computer software and documentation,data and data formats,and financial information
(collectively."Confidential Information') You will inform ISO of any request by a court or government agency to disclose such Confidential Information to enable ISO to waive the provisions of this Section or defend the
nondisclosure. You will not be obligated to maintain the confidentiality of Confidential Information:(i)you are required to reveal in performing your obligations under this Agreement.(ii)that is or becomes within the public
domain through no act of yours in breach of this Agreement.(iii)was legitimately In your possession prior to its disclosure under this Agreement,and you can prove that.or(iv)is required to be disclosed by state or federal
law,provided that you provide ISO with notice and an opportunity to oppose the disclosure. In the event of a breach of this section,the parties agree that ISO will suffer irreparable harm,and that the amount of monetary
damages would be impossible to calculate. Thus,ISO will be entitled to injunctive relief in addition to any other rights(0 which it may be entitled.without the necessity of proof of actual damages or the requirement of a
bond.This Section with survive termination of this Agreement. The City of Elgin s(Merchants)good faith compliance with the Illinois Freedom of Information Act and/or the Illinois Open Meetings Act shall not constitute a
violation or the breach of the provisions of this Section.
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Terms in Section 18 Below Are Additional Terms Applicable Specifically to American Express Card Acceptance(capitalized terms below not defined elsewhere in the Agreement shall have the meanings
assigned in the American Express Network Rules).With respect to participation In an American Express acceptance program,in the event of a conflict between the terms below and other terms of this
Agreement,the terms below shall control with respect to American Express transactions only.Merchant shall be bound by American Express Network Rules,Including the Merchant Operating Guide,as It
may be updated from time to time by American Express:'xi .anirricanexoess,ceinarrcbanteuculdt.In the event of conflict or inconsistency between the Operating Guide and any other relevant document,
the Operating Guide will prevail.
19. AMERICAN EXPRESS OPTBLUEle TERMS AND CONDITIONS.
a. Transaction Data. Merchant authorizes ISO and/or its affiliates to submit American Express Transactions to.and receive settlement on such Transactions from,American Express or Bank on behalf of Merchant.
b. Marketing Message Opt-Out.Merchant may opt-out of receiving future commercial marketing communications from American Express by contacting ISO. Note that Merchant may continue to receive marketing
communications while American Express updates its records to reflect this choice.Opting Out of commercial marketing communications wil not preclude Merchant from receiving important transactional or relabonship
messages from American Express.
c. Conversion to Amencan Express Direct Merchant.Merchant acknowledges that it may be converted from American Express Card Opt Blue program to a direct relationship with American Express if and when its
Transaction volumes exceed the eligibility thresholds for the OptBlue program.If this occurs.upon such conversion,(i)Merchant will be bound by American Express'then-current Card Acceptance Agreement;and(ii)
American Express will set pricing and other lees payable by Merchant.
d. American Express as Third-Party Beneficiary.Notwithstanding anything in the Agreement to the contrary.American Express shall have third-party beneficiary rights,but not obligations,to the terms of this
Agreement applicable to American Express Card acceptance to enforce such terms against Merchant.
e. American Express Opt-Out.Merchant may opt out of accepting American Express at any time without directly or indirectly affecting is rights to accept Cards bearing Marks of other Payment Brands.
f. Refund Policies.Merchants refund policies for Amencan Express purchases must be at least as favorable as its refund policy for purchase on any other Card Network,and the refund policy must be disclosed
to Cardholders at the time of purchase and in compliance with Law.Merchant may not ail or attempt to collect from any Cardholder for any American Express Transaction unless a Chargeback has been exercised,
Merchant has fully paid for such Chargeback.and it otherwise has the right to do so.
g. Establishment Closing.If Merchant closes any of its Establishments.Merchant must follow these gudelines.(i)notify ISO immediately:(a)policies must be conveyed to the Cardholder prior to completion of the
Transaction and printed on the copy of a receipt or Transaction record the Cardholder signs;(m)if not providing refunds or exchanges.post notices indicating that all sales are final(e.g..at the front doors.by the cash
registers.on the Transaction record and on websites and catalogs);(iv)return and cancellation policies must be clearly disclosed at the time of sale;and(v)for Advance Payment Charges or Delayed Delivery Charges.
Merchant must either deliver the goods or services for which Merchant has already charged the Cardholder or issue Credit for any portion of the Transaction for which Merchant has not delivered the goods or services.
h. Merchant shall not assign to any third-party any payments due to it under American Express Card Acceptance,and all indebtedness arising from Transactions will be for bona fide sales of goods and services
(or both)at Merchant's business locations and free of liens,claims,and encumbrances other than ordinary sales taxes;provided,however,that the Merchant may sell and assign future Transaction receivables to Member
Bank/ISO,its affiliated entities and/or any other cash advance funding source that partners with Member Bank/ISO or its affiliated entities.without consent of American Express. Notwithstanding the foregoing.Member
Bank/ISO prohibits Merchant from selling or assigning future Transaction receivables to any third-party.
I. Member BankASO shall have the right to terminate Merchant's participation in American Express Card Acceptance immediately upon written notice to Merchant(i)if Merchant breaches any of the provisions of
this Agreement,or(ii)for cause or fraudulent or other actMty.or upon American Express request In the event Merchants participation in American Express Card Acceptance is terminated for any reason.Merchant must
immediately remove all Amencan Express branding and marks from Merchant's website and wherever else they are displayed.
J. Merchant must accept American Express as payment for goods and services(other than those goods and services prohibited by these provisions.the Agreement.or the Payment Brand Regulations'sold.or of
applicable)for charitable contributions made at all of its business locations and websites.except as expressly permitted by state statute.Merchant is jointly and severally liable for the obligations of Merchants business
locations and websites under the Agreement.
k. In the event that Merchant or Member BankASO is not able to resolve a claim against American Express,or a claim against Member Bank/ISO or any other entity that American Express has a right to loin in
resolving a claim,the Merchant Operating Guide explains how claims can be resolved through arbitration.Merchant or American Express may elect to resolve any claim by individual,binding arbitration.Claims are decided
by a neutral arbitrator.
I. Any and all Cardholder information is confidential and the sole property of the applicable issuer.American Express or its affiliates.Except as otherwise specified.Merchant must not disclose Cardholder
information,nor use nor store it other than to facilitate Transacbons at Merchant's business locations and websites in accordance with the Agreement
m. Merchant must ensure that it and any third-parties it enlists to facilitate Transactions processing complies with the American Express Technical Specifications (available at
wvwr.americanexpress.comu'rn rchantopguide)(valid and accurate data must be provided for ail data elements in accordance with the American Express Technical Specifications).Failure to comply with the American
Express Technical Specifications may impact Merchants ability to successfuly process Transactions Merchant may be assessed non-compliance fees A Merchant fails to comply with the Technical Specifications.To
ensure compliance with the Technical Specifications.Merchant should work with Member BankASO.
n. American Express Right to Modify or Terminate Agreement. Amencan Express has the right to modify the Agreement with respect to American Express Card transactions or to terminate Merchant s acceptance
of American Express Card transactions and to require ISO to investigate Merchants activities with respect to American Express Card transactions.
Terms In Section 19 Below Are Additional Terms Applicable Specifically to Merchant's Acceptance of ACH Transactions and Check 21 Transactions, If Merchant elects to accept ACH Transactions and
Check 21 Transactions,In the event of a conflict between the terms below and other terms of this Agreement,the terms below shall control with respect to ACH Transactions and Check 21 Transactions
only.
20. ACM AND CHECK 21 TERMS AND CONDITIONS.
a. Services. With respect to ACH Transactions.ISO shall be the ACH processor dough which debit and credit transactions are submitted to the ACH Network in conjunction with ACH check processing oignabon
and settlement services. With respect to transactions involving substitute check Images permitted under Check 21,ISO provides capture services which facilitates the processing of the substitute check Images with
financial institutions in the Federal Reserve System.
b. Definitions. The following terms used in this Section 19 shall have the meaning specified below:
'ACH Transaction" An electronic payment transaction originated by Merchant and processed through the ACH Network in the Federal Reserve System.
'Administrator' The Merchants employee who has been designated as Merchant s primary contact with ISO for the Services and has been appointed by Merchant to manage the administration of
Services access,including passwords.and communicate autonzations to ISO.
'Bank of Frst Deposit' In a Check 21 Transaction the financial institution which receives the Entry from ISO and transmits the Entry through the Federal Reserve Bank system for transmittal to the
Customers financial Institution for debit or credit to the Customers account
'Check 21': The Check for the 21'Century(Check 21)Act and all regulations pertaining to the Check 21 Act.
'Check 21 Transaction's. An electronic payment transaction utilizing a Substitute Check Image permitted by Check 21.
'Customer Merchant s customer who submits a payment to Merchant by means of a paper check or ACH transfer.
'Entry- A transaction submitted by Merchant for processing by the Services and further defined in the NACHA Rules.
'Image' The image that results from an electronic scan of a paper check by Merchant.
'NACHA Rules' The then-current rules.regulations and procedural guidelines published by the National Automated Cleanng House Association l'NACHA'i and'or all regional payment alliances associated
with NACHA.
"Originating Depository Financial Institution'or'ODFI'. In an ACH Transaction the financial institution which receives the Entry from ISO and transmits the Entry to its ACH Operator for transmittal to a
Receiving Depository Financial Institution for debit or credit to the Customer's account,as these terms are further defined in the NACHA Rules.
`Services'. The ACH processing services andlor the Check 21 processing services provided to Merchant under this Agreement.
'Settlement Account A commercial demand deposit bank account which Merchant has established for ISO s access and use to settle financial payment transactions processed by ISO on behalf of
Merchant.
'Substitute Check'. The electronic Image of a paper check.as defined in Check 21.
c. Set-Up of Services.ISO shall provide the Services selected by Merchant in its application. Merchant shall utilize and access the Services in accordance with the terms of this Agreement and the practices and
procedures established by ISO for the Services which have been communicated in writing to Merchant. As part of the Merchant set-up and boarding process,ISO will provide Merchant with an administrative and gateway
user name and password to access the Services. Merchant will designate an Administrator who shall be the sole individual vested with the authority to determine who will be authorized to use the Services;establish
separate passwords for each user and establish limits on each user's authonty to access information and conduct transactions Merchant is responsible for the actions of its Administrator,the authority the Administrator
gives others to act on Merchant's behalf and the actions of the persons designated by the Administrator to use the Services.Merchant shall take reasonable security procedures and practices to safeguard the confidentiality
of the passwords;limit access to its passwords solely to persons who have a need to know such information.closely and regularly monitor the actmties of employees who access the Services:and prohibit its employees
and agents from abating entries in the Services without proper authorization and supervision and adequate security controls.
d.Delivery of Services.ISO will provide Services for the Entry types indicated in the Merchant set-up and boarding documentation.ISO reserves the right to withdraw the Services provided generally to its customers
including Merchant for individual Entry types from general market availability and coverage under this Agreement upon ninety(90)days prior written notice to Merchant. To the extent reasonably possible,ISO will first
attempt to process an Entry in the Services as an ACH Transaction,unless the Entry has clearly been designated to be processed as a Check 21 Transaction,provided the Entry fully qualifies to be processed as an ACH
Transaction according to applicable NACHA Rules and ISO has received all of the required information from the Image or paper check necessary to process the transaction as an ACH Transaction. If the Entry cannot be
processed as an ACH Transaction for any reason,then ISO will process the Entry in the Services as a Check 21 Transaction.Prior to submitting an Entry to ISO for processing.Merchant shall secure all authorizations
and approvals from its Customer and deliver any notifications pertaining to that Entry which are required by the NACHA Rules and/or applicable laws and regulations.Merchant shall be responsible for the accuracy and
propriety of all Entries submitted to ISO for processing. If Merchant utilizes a scanner to create Images which are delivered to ISO for processing.Merchant shall be solely responsible to ensure the accuracy and
completeness of the Image transmitted to ISO for processing Merchant acknowledges that ISO has specific processing deadlines imposed by its ODFI and the ACH Operator for ACM Transactions and by the Bank of
First Deposit for Check 21 Transactions Files received by the deadline will be transmuted that day to the Feceral Reserve Bank for settlement on the effective entry day. Files received after the deadline will be processed
the next Banking Day as defined in the NACHA Rules.For Check 21 Transactions.ISO will not be responsible for prinbng any Substitute Checks which may be required by a financial institution in order to receive and
process the Entry.In the event of any conflicts in the instructions received by ISO regarding Merchant or any Entries relating to them.ISO may at its option and with or without notice.hold or interpiead,comply with the
legal process or other order.or otherwise limit access by Merchant or by ISO to the funds,Entries or proceeds thereof.
Page 6
e. Recoupment and Set-Off. Merchant shall immediately reimburse ISO for any returns or shortfalls that occur in Merchant's Settlement Account.ISO reserves the right to delay the availability of funds for deposit
without prior written notices to Merchant if,in its sole discretion,ISO deems itself at financial or relative risk for any and all Services performed under this Agreement.Merchant hereby acknowledges and agrees that ISO
shall have a right of setoff against any amounts ISO would otherwise be obligated to deposit into Merchants account,and any other amounts ISO may owe Merchant under this Agreement.
f. Additional Merchant Responsibilities.All checks deposited electronically by Merchant through use of the Services shall be subject to the following requirements:(i)The original paper check will not be deposited
through the Services more than once;(ii)All checks will conform to the requirements of Merchants deposit agreement with its financial institution;(iii)AN checks will conform to the requirements of the applicable NACHA
Rules and Check 21:and(iv)Merchant shall review and validate the accuracy and completeness of the check data being captured including but not limited to the amount of the check and the legibility of the check Image
generated from use of the Services.Merchant shall be solely responsible for the selection,use and operation of the scanner equipment used to capture the Image using the Services,including the quality of the Image
results generated from the scanner. My scanner used by Merchant with the Services must meet the technical specifications for scanners published by ISO in order to be deemed compatible with the Services. Any
purchase or lease of scanners by Customer from ISO or a Reseller for its use shall be transacted between Merchant and ISO or a Reseller in a separate equipment purchase/tease agreement.Merchant shall be solely
liable and responsible for all damages,losses,expenses and claims arising from any of the following:(i)Duplication of Images transmitted by Merchant to ISO through the Services:(ii)Alteration of scanned Images not
caused by ISO's Services;(iii)Deposit of checks on accounts with insufficient funds,counterfeit checks,fraudulent checks,or checks bearing unauthorized or forged endorsements;(iv)Acts of fraud,negligence or willful
misconduct committed by employees of Merchant in depositing checks using the Services;(v)Hardware failure not caused by ISO's Services:or(vi)Merchant's failure to properly store or destroy original checks once the
scanned Image has been captured.Merchant shall hold ISO harmless from any damages,losses,expenses and claims which arise from the foregoing events not caused by ISO.
g. Pricing and Payment. Merchant shall pay ISO the fees,penalties and charges for the Services set forth in the Application and Fee Schedule and such fees,penalties and charges shall be considered Fees for
all purposes of this Agreement.
h. NACHA Rules and ISO Guidelines.Each party shall comply with the then-current NACHA Rules which apply to ACH Transactions processed under this Agreement. In addition,ISO may publish to Merchant
and other merchants its own standard operating and implementation guidelines for the Services with respect to specific NACHA Rules which will govern and apply to this Agreement as if set forth herein.
I. Selection and Use of Hardware. Merchant is solely responsible for the selection,use and operation of the hardware used to capture Images of paper checks using the Service,including the quality of the scanned
Image results generated from the hardware. Hardware utilized must certified for use with the Services in order to be deemed compatible with the Services.
J.Third-Party Processing Services.CORE's third-party processing services partners are providing some of the Services,and as a result,these third-party services partners shall be an intended third-party beneficiary
of this Agreement. Each third-party services partner shall have the right to enforce directly against Merchant,the terms of this Agreement which relate to the provision of the third-party services partner's processing
services to Merchant and the ownership and protection of the intellectual property rights of the third-party services partner and its licensors in and to its processing services. Merchant acknowledges that the third-party
services partner shall have no responsibility or liability with regard to CORE's obligations to Merchant under this Agreement.
21. MISCELLANEOUS PROVISIONS.
a. You shall not subcontract,assign or transfer any interest,obligation or right under this Agreement without the prior written consent of Member Bank and ISO.Subject to the foregoing.this Agreement shall be
binding upon and inure to the benefit of the parties and their successors or assigns. ISO and Member Bank may transfer their respective rights and responsibilities hereunder to another institution authorized by the
Payment Brand Regulations to hold such rights without your consent
b. This Agreement may be modified by Member Bank to comply with any amendments or additions to the Payment Brand Regulations or as required by applicable law or regulation upon thirty(30)days prior written
notice to you.
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,Member Bank or ISO may monitor or record your telephone communications.
a. 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 Payment Brand 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 Payment Brand 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 on
the attached Disclosure Page.
J. You shall be liable for all taxes.except Member Bank and ISO's income taxes.required to be paid or collected as a result of this Agreement.
k. All of your obligations,warranties and liabilities incurred or existing as of the date of termination of this Agreement,including without limitation,your obligations with respect to subsequent Fees,Third-Party Costs.
Penalties or Dispute Items 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 you.or to debit any of your Account(s),shall survive the termination of this Agreement and shall continue in full force and effect as if termination had not occurred.
I. No other person or entity may be deemed a third-party beneficiary of this Agreement.
ACH Debit/Credit Sender ID Notice
BEFORE PROCESSING TRANSACTIONS, It is important to update all ACH debit/credit company sender IDs with
your Bank to ensure timely and successful deposits and processing. Failure to do so may cause your daily deposit
to be delayed or may affect your ability to process transactions.
Please notify your Bank as soon as possible to allow debits/credits from all the following Sender ID's.
Company/Sender Name Company/Sender ID Comment
AMS CORE Fees 9000008713 Card Processing Fees
AMS CORE 9000088713 Chargebacks &Adjustments
Wonderware Inc, DBA CORE Misc. Fees/Adjustments from AMS/CORE.
Business Technologies 4050427143 Profit Stars eCheck Processing Fees
AMERICAN EXPRESS 1134992250 AMEX TPSP Chargebacks &Adjustments
BANKCARD SYS 1310281170 Worldpay PayFac Deposits& Debits
T-Tech T562207579 T-Tech eCheck Processing Fees
Note:An ACH reject fee may be assessed for each rejected ACH transaction, debit/credit card Chargeback or
Adjustment that is rejected by your Bank.
Page 7
Disclosure Page
(Processor Copy)
Member Bank Information
Name: Merrick Bank, a Utah state chartered bank
Address: 135 Crossways Park Drive North, Suite A,
Woodbury, NY 11797
Phone: (800)267-2256
Important Member Bank Responsibilities
1. Member Bank is the only party to the Payment Processing Agreement approved to accept
Visa products directly from a Merchant.
2. Member Bank must be a principal (signer)to the Payment Processing Agreement.
3. Member Bank is responsible for educating the Merchant on pertinent Visa U.S.A. Inc.
Operating Regulations with which the merchant must comply.
4. Member Bank is responsible for and must provide settlement funds to the Merchant.
5. Member Bank 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 60124
Merchant Phone: (847)931-6001
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 Payment Processing Agreement.
4. Comply with Visa Operating Regulations.
The responsibilities listed above do not supersede terms of the Payment Processing Agreement
and are d to ensure Merchant understands soy.'mportant obligations of each party.
12/6/2023
erchant's Sig ature Date
Richard G. Kozal, City Manager
Merchant's Printed Name &Title
Page 8
Disclosure Page
(Merchant Copy)
Member Bank Information
Name: Merrick Bank, a Utah state chartered bank
Address: 135 Crossways Park Drive North, Suite A,
Woodbury, NY 11797
Phone: (800)267-2256
Important Member Bank Responsibilities
1. Member Bank is the only party to the Payment Processing Agreement approved to accept
Visa products directly from a Merchant.
2. Member Bank must be a principal (signer)to the Payment Processing Agreement.
3. Member Bank is responsible for educating the Merchant on pertinent Visa U.S.A. Inc.
Operating Regulations with which the merchant must comply.
4. Member Bank is responsible for and must provide settlement funds to the Merchant.
5. Member Bank 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 60124
Merchant Phone: (847)931-6001
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 Payment Processing Agreement.
4. Comply with Visa Operating Regulations.
The responsibilities listed above do not supersede terms of the Payment Processing Agreement
and are ided to ensure Merchant understands so portant obligations of each party.
Merc ant's Sig ature 12/6/2023Date
Richard G. Kozal, City Manager
Merchant's Printed Name & Title
Page`)
Form 9
Request for Taxpayer Give Form to the
(Rev.October2018) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ►Go to www.irs.gov/ForrnW9 for instructions and the latest information.
1 Name(as shown on your income tax return).Name is required on this line:do not leave this line blank.
2 Business name/disregarded entity name,if different from above
• 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to
following seven boxes. certain entities,not individuals:see
instructions on page 3)
o ❑ IndividuaVsole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ 1 rusVestate
a single member LLC
d c Exempt payee code Ii'any,
to o
t ❑ Limited liability company.Enter the tax classification(CC corporation,S=S corporation,P=Partnership)►
o 2 Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is-C any)
a another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise.a single-member I t C that code Of e
rl _� is disregarded from the owner should chock the appropnate box for the tax classification of its owner.
❑ Other(see instructions)► ("pp""
to•crwwMs m.nunea wade trio u s
fA 5 Address(number,street.and apt.or suite no I See instructions. Requester's name and address(optional)
• 6 City,state,and ZIP code
7 List account number(s)here(optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I Social security number
backup withholding.For individuals,this is generally your social security number(SSN).However,for a
resident alien,sole proprietor,or disregarded entity,see the instructions for Part I.later.For other - -
entities,it is your employer identification number(EIN).If you do not have a number,see How to get a
TIN, later. or
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter. I
)
Part II Certification
Under penalties of perjury. I certify that:
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me):and
2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding:and
3.I am a U.S.citizen or other U.S.person(defined below):and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on you'tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of secured property.cancellation of debt.contributions to an indwidual retirement arrangement(IRA),and generally,payments
other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II.later,
Sign Signature of
Here U.S.person► Date P.
General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross
noted proceeds)
Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other
related to Form W-9 and its instructions,such as legislation enacted transactions by brokers)
after they were published,go to www.irs gov/FormW9.
•Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network transactions)
An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest). 1098-E(student loan interest).
information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
identification number(TIN)which may be your social security number •Form 1099-C(canceled debt)
(SSN),individual taxpayer identification number((TIN),adoption •Form 1099-A(acquisition or abandonment of secured property)
taxpayer identification number(ATIN),or employer identification number
(EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident
amount reportable on an information return.Examples of information alien),to provide your correct TIN.
returns include.but are not limited to.the following. If you do not return Form W-9 to the requester with a TIN,you might
•Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding.
later.
Cat.No 10231X form W-9(Rev.10-2018)
Page 10
AMS - MERRICK LOCATION ADDENDUM
PRIMARY MERCHANT INFORMATION: Location No: 6 Date:
Legal Name: City of Elgin Bank Chain: 204611
Main Contact: Lori Grocke Title: Senior Accountant Merchant Number: 317730308254
nsayM Upon Approve
LOCATION INFORMATION: Sales Rep :Kyle Kitsmiller 1100
DBA: City of Elgin Utilities Statement DBA(23 Chr.): City of Elgin Utilities SIC: 4900
Location Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Mailing Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Customer Service Phone Number: (847)931-6001 Phone#: (847)931-6001 Fax N: (847)931-5622
Main Contact: Lori Grocke Title: Senior Accountant Email: grocke g@cityofelgin.org
Avg Ticket: 5121.00 Max: Monthly Vol: $267,461.00 Swipe 1 0 Keyed% 0 MOTO% 100 Internet% 0
Merchant Products or Services Offered(be specific): IVR service for paying city utility bills.
Terminal I Payment Application: NaviLine Cash Receipts Version: 3.0.23138.1
Does Merchant Use Independent Servicer(store,maintain,or transmits cardholder data)? (if yes.provide the following)
Servicer/Payment App.Manufacturer: - i Central Square Phone:
American Express(10 Digits): - American Express Annual Volume:
SITE INFORMATION:
Merchant Type:
MailiPhone Order
Building Type: Office Building Area Zoned: Commercial Square Footage: 2501-5000 Merchant: Owns
Landlord: Contact: Phone:
Fulfillment Co. Contact: Phone:
This Location is Open for Business: ®Yes ❑No Inspected By: Date:
MOTO—ECOMMERCE QUESTIONNAIRE Complete if Processen;Less Than 70%Card Present
Sell To: Business: 10 _I Public: 90 _Locally Does the Merchant Own Product/inventory? YES
Marketing: Are Products Stored at the Business Location? YES
If No.Where?
'
Orders Processed by: Merchant If Processing Internet Transactions(Please Complete The Following)
Cards Processed by: Merchant Internet transactions encrypted by SSL or Better?
When Is the cardholder Charged? Time of Order Digital Certificate Utilized? - Exp Date:
How many days to fulfill orders? 1-7 Days Certificate Number:
Shipped by: Merchant Certificate Issuer: -
Products Shipped by: U.P.S.
URL: www.cityofelgin.org
Delivery Receipt Requested? NO
DDA BANK ACCOUNT INFORMATION:
This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check.
If this is a"Deposit Only"account then a letter from the Financial Institution verifying Transit and Routing Number and DDA#is required.
Account Type: ACH Deposit Routing/Transit# ACH Deposit Account Number Bank Name:
C K 071 923909 7237254227 Fifth Thud Bank
Account Type: ACH Fees Routing/Transit# ACH Fees Account Number Contact: Phone:
CK 071923909 7237254227 Jessica Curran II-
Merchant hereby authorizes Merrick and Automated Merchant Systems,LLC to initiate credit and/or debit entries for amounts originating under the Merchant
Processing Agreement(via ACH or otherwise)Including any reversals or adjustments on original entries to the Merchants Bank Account(as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms 3 conditions c d in the Merchant Processing Agreement signed on 07/01/2024,provided,however,that the term of
the Merchant Processing Agreement relating to the e-re nced Additional L ation sh. .=forth j .ame length of time as the initial Term(defined In the
Merchant Processing Agreement),and such Ini e //al L n sh ae date signed by Officer/Owner,indicated below.
Richard G. Kozal �j City f.laiiajer 12/6/23
Printed Officer/Owner Name Signature Title Date
Rev 09/2021
AMS - MERRICK LOCATION ADDENDUM
paziPI:1:YLT141'1C►d` F•liKLEM¢i Location No: 5 Date:
Legal Name: City of Elgin Bank Chain: 204611
Main Contact: Lori Grocke Title: Senior Accountant Merchant Number: 317730308247
LOCATION INFORMATION: Sales Rep :Kyle Kitsmiller 1100
DBA: City of Elgin Citations Statement DBA(23 Chr.): City of Elgin Citations SIC: 9222
Location Address: 150 Dexter Court City: Elgin ST: - IL Zip: 60120
Mailing Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Customer Service Phone Number: (.847)931-6001 Phone#: (847)931-6001 Fax N: (847)931-5622
Main Contact: Lon Grocke Title: Senior Accountant Email: grocke g@cityofelgin.org
Avg Ticket: $35.00 Max: Monthly Vol: $15,000.00 Swipe% 80 Keyed% 5 MOTO% 15 Internet% 0
Merchant Products or Services Offered(be specific): City issued citations including parking violations code compliance and locally enforced ordinance violations.
Terminal/Payment Application: Na✓dine Cash Receipts Version: 3.0.23138.1
Does Merchant Use Independent Servicer(store,maintain,or transmits cardholder data)? (if yes.provide the following)
Servicer I Payment App.Manufacturer: Central Square Phone:
American Express(10 Digits): - American Express Annual Volume:
SITE INFORMATION:
Merchant Type: Retail
Building Type: Office Budding Area Zoned: Commercial Square Footage: 2501-5000 Merchant: Owns
Landlord: Contact: Phone:
Fulfillment Co. Contact: Phone:
This Location is Open for Business: 0 Yes 0 No Inspected By: Date:
MOTO—ECOMMERCE QUESTIONNAIRE CcmpNbNProcessinp Less Than 70%Card Present
Sell To: Business: 10 % Public: 90 % Does the Merchant Own Product/Inventory?
Marketing: Are Products Stored at the Business Location?
If No.Where''
Orders Processed by: If Processing Internet Transactions(Please Complete The Following)
Cards Processed by: Internet transactions encrypted by SSL or Better?
When is the cardholder Charged? Digital Certificate Utilized? Exp Date:
How many days to fulfill orders?
Certificate Number:
Shipped by: Certificate Issuer:
Products Shipped by:
URL: www.cityofelgin.org
Delivery Receipt Requested?
DDA BANK ACCOUNT INFORMATION:
This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check.
If this is a"Deposit Only"account then a letter from the Financial Institution verifying Transit and Routing Number and DDA#is required.
Account Type: ACH Deposit Routing/Transit# ACH Deposit Account Number Bank Name:
C K 071 923909 7237255349 Fifth Third Bank
Account Type: ACH Fees Routing/Transit# ACH Fees Account Number Contact: Phone:
C K 071 923909 7237255349 Jessica Curran
Merchant hereby authorizes Merrick and Automated Merchant Systems,LLC to initiate credit and/or debit entries for amounts originating under the Merchant
Processing Agreement(via ACH or otherwise)including any reversals or adjustments on original entries to the Merchant's Bank Account(as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms&conditions co 'ned in the Merchant Processing Agreement signed on 07/01/2024,provided,however,that the term of
the Merchant Processing Agreement relating to the -r rented Additional Locations be for same length of time as the initial Term(defined in the
Merchant Processing Agreement),and such I e r d tiona Ri n a nc the date signed by Officer/Owner,Indicated below.
Richard G. Kozal City Manager 12/6/23
Printed Officer/Owner Name Signature Title Date
Rev 09/2021
AMS - MERRICK LOCATION ADDENDUM
PRIMARY MERCHANT INFORMATION: Location No: 4 Date:
Legal Name: City of Elgin Bank Chain: 204611
Main Contact: Lori Grocke Title: Senior Accountant Merchant Number. 317730308239
LOCATION INFORMATION: Sales Rep :Kyle Kitsmiller 1100
DBA: City of Elgin In-person Utility Statement DBA(23 Chr.): EIginIL Unities SIC: 4900
Location Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Mailing Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Customer Service Phone Number: (847)931-6001 Phone#: (847)931-6001 Fax#: (847)931-5622
Main Contact: Lori Grocke Title: Senior Accountant Email: grocke_g@cityofelgin.org
Avg Ticket: S170.00 Max: _ Monthly Vol: S104,000.00 Swipe v. 95 Keyed A 5 MOTO% 0 Internet% 0
Merchant Products or Services Offered(be specific): In person utility payments.
Terminal I Payment Application: NaviLine Cash Receipts Version: 3.0.23138.1
Does Merchant Use Independent Servicer(store,maintain,or transmits cardholder data)? (if yes.provide the following)
Servicer I Payment App.Manufacturer: Central Square Phone:
American Express(10 Digits): American Express Annual Volume:
SITE INFORMATION:
Merchant Type:
Retail
Building Type: Office Building Area Zoned: Commercial Square Footage: 2501-5000 Merchant: Owns
Landlord: Contact: Phone:
Fulfillment Co. Contact: Phone:
This Location is Open for Business: ®Yes 0 No Inspected By: Date:
MOTO—ECOMMERCE QUESTIONNAIRE Complete ifProcesslny Less Than 70%Card Present
Sell To: Business 20 % Public: 80 % Does the Merchant Own Product/Inventory?
Marketing: Are Products Stored at the Business Location?
If No.Where?
Orders Processed by: If Processing Internet Transactions(Please Complete The Following)
Cards Processed by: Internet transactions encrypted by SSL or Better?
When is the cardholder Charged? Digital Certificate Utilized? Exp Date:
How many days to fulfill orders?
Certificate Number:
Shipped by: Certificate Issuer:
- -
Products Shipped by:
URL: www cityofelgin org
Delivery Receipt Requested?
DDA BANK ACCOUNT INFORMATION:
This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check.
If this is a"Deposit Only"account then a letter from the Financial Institution verifying Transit and Routing Number and DDA#is required.
Account Type: ACH Deposit Routing/Transit# ACH Deposit Account Number Bank Name:
C K 071923909 7237254227 Fifth Third
Account Type: ACH Fees Routing/Transit# ACH Fees Account Number Contact: Phone:
CK 071923909 7237254227 Jessica Curran ')-
Merchant hereby authorizes Merrick and Automated Merchant Systems,LLC to initiate credit and/or debit entries for amounts originating under the Merchant
Processing Agreement(via ACH or otherwise)Including any reversals or adjustments on original entries to the Merchant's Bank Account(as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms&conditions co Ined in the Merchant Processing Agreement signed on 0701/2024,provided,however,that the term of
the Merchant Processing Agreement relating to the a -r rented Additional Lo ation s for t same length of time as the Initial Term(defined in the
Merchant Processing Agreement),and such Ini' e d '• al • n sh. r e he date signed by Officer/Owner,indicated below.
Richard G. Kozal 410� CityManager 12/6/23
Printed Officer/Owner Name Signature Title Date
Rev 09/2021
AMS - MERRICK LOCATION ADDENDUM
PRIMARY MERCHANT INFORMATION: I Location No: 3 Date:
Legal Name: City of Elgin Bank Chain: 204611
Main Contact: Lori Grocke Title: Senior Accountant Merchant Number: 317730308221
hw•4
LOCATION INFORMATION: Sales Rep :Kyle Kitsmiller 1100
DBA: City of Elgin Web Gov Services Statement DBA(23 Chr.): ElginlL Web GovService SIC: 9399
Location Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Mailing Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Customer Service Phone Number: (847)931-6001 Phone#: (847)931-6001 Fax#: (847)931-5622
Main Contact: Lori Grocke Title: Senior Accountant Email: grocke g@cityofelgin.org
Avg Ticket: $95.00 Max: Monthly Vol: $34,700.00 Swipe% 0 Keyed i 0 MOTO% 0 Internet% 100
Merchant Products or Services Offered(be specific): Web payments for permits,licenses and citations.
Terminal l Payment Application: NaviLine Cash Receipts Version: 3.0.23138.1
Does Merchant Use Independent Servicer(store,maintain,or transmits cardholder data)? of yes,provide the following)
Servicer!Payment App.Manufacturer: - /Central Square Phone:
American Express(10 Digits): American Express Annual Volume:
SITE INFORMATION:
Merchant Type:
Internet Website
Building Type: Office Budding Area Zoned: Commercial Square Footage: 2501-5000 Merchant: Owns
Landlord: Contact: Phone:
Fulfillment Co. Contact: Phone:
This Location is Open for Business: 0 Yes 0 No Inspected By: Date:
MOTO-ECOMMERCE QUESTIONNAIRE Complete IIProcesslnf Less Than 70%Card Present
Sell To: Business: 30 % Public: 70 % Locally Does the Merchant Own Product/Inventory? YES
Marketing: Are Products Stored at the Business Location? YES
It No.Where,
Orders Processed by: Merchant If Processing Internet Transactions(Please Complete The Following)
Cards Processed by: Merchant Internet transactions encrypted by SSL or Better? YES
When Is the cardholder Charged? Time of Order Digital Certificate Utilized? YES Exp Date: 11/8/2023
How many days to fulfill orders? 1-7 Days Certificate Number: 03.CE:44:73:D5:78:50:55:88:55:B0:03:B8:3B:E4:84:A7:B4
Shipped by: Merchant Certificate Issuer: Let's Encrypt Individual
Products Shipped by: U.P.S.
URL: hops://portal.cityofelgin.org/
Delivery Receipt Requested? NO
DDA BANK ACCOUNT INFORMATION:
This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check.
If this is a"Deposit Only"account then a letter from the Financial Institution verifying Transit and Routing Number and DDA#is required.
Account Type: ACH Deposit Routing/Transit# ACH Deposit Account Number Bank Name:
CK 071923909 7237255349 Fifth Third
Account Type: ACH Fees Routing/Transit# ACH Fees Account Number Contact: Phone:
CK 071923909 7237255349 Jessica Curran ,,-
Merchant hereby authorizes Merrick and Automated Merchant Systems,LLC to initiate credit and/or debit entries for amounts originating under the Merchant
Processing Agreement(via ACH or otherwise)including any reversals or adjustments on original entries to the Merchant's Bank Account(as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms&conditions con fined In the Merchant Processing Agreement signed on 0 7/0 112 0 24,provided,however,that the term of
the Merchant Processing Agreement relating to the a enced Additional Location sha e for the same length of time as the initial Term(defined in the
Merchant Processing Agreement),and such Inl erm dd ional a' sha en on the date signed by Officer/Owner,indicated below.
Richard G. Kozal City M:u:.igor 12/6/23
Printed Officer/Owner Name Sign ure Title Date
Rev 09/2021
AMS - MERRICK LOCATION ADDENDUM
PRIMARY MERCHANT INFORMATION: Location No: 2 Date:
Legal Name: City of Elgin Bank Chain: 204611
Main Contact: Lori Grocke Title: Senior Accountant Merchant Number: 317730308213
.M..we .ew
LOCATION INFORMATION: Sales Rep :Kyle Kitsmiller 1100
DBA: City of Elgin In-person Gov Services Statement DBA(23 Chr.): ElginlL Gov Services SIC: 9399
Location Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Mailing Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Customer Service Phone Number: (847)931-6001 Phone#: (847)931-6001 Fax#: (847)931-5622
Main Contact: Lon Grocke Title: Senior Accountant Email: grocke g@cityofelgin.org
Avg Ticket: $246.00 Max: Monthly Vol: $97,000.00 Swipe% 95 Keyed% 5 MOTO% 0 Internet% 0
Merchant Products or Services Offered(be specific): In-person payments for licenses,permits and citations.
Terminal I Payment Application: NaviLine Cash Receipts Version: 3.0.23138.1
Does Merchant Use independent Servicer(store,maintain,or transmits cardholder data)? (if yes,provide the following)
Servicer I Payment App.Manufacturer: / Phone:
American Express(10 Digits): American Express Annual Volume:
SITE INFORMATION:
Merchant Type: Retail
Building Type: Office Building Area Zoned: Commercial Square Footage: 2501-5000 Merchant: Owns
Landlord: Contact: Phone:
Fulfillment Co. Contact: Phone:
This Location is Open for Business: ®Yes 0 No Inspected By: Date:
MOTO—ECOMMERCE QUESTIONNAIRE Complete if Processen,9 Less Than 70%Card Present
Sell To: Business: 30 % Public 70 % Does the Merchant Own Product/Inventory?
Marketing: Are Products Stored at the Business Location? -
If No.Where?
Orders Processed by: _ If Processing Internet Transactions(Please Complete The Following)
Cards Processed by: Internet transactions encrypted by SSL or Better?
When is the cardholder Charged? Digital Certificate Utilized? Exp Date:
How many days to fulfill orders?
Certificate Number:
Shipped by: - Certificate Issuer: _
Products Shipped by:
URL: www.cityofelgin.org
Delivery Receipt Requested?
ODA BANK ACCOUNT INFORMATION:
This area should be completed for Added/Subsequent locations with ODA other than main location. Please Include a Voided Check.
If this Is a"Deposit Only"account then a letter from the Financial Institution verifying Transit and Routing Number and DDA#Is required.
Account Type: ACH Deposit Routing/Transit X ACH Deposit Account Number Bank Name:
CK 071923909 7237255349 Fifth Third
Account Type: ACH Fees Routing/Transit 0 ACH Fees Account Number Contact: Phone:
CK 071923909 7237255349 Jessica Curran ()-
Merchant hereby authorizes Merrick and Automated Merchant Systems,LLC to initiate credit and/or debit entries for amounts originating under the Merchant
Processing Agreement(via ACH or otherwise)including any reversals or adjustments on original entries to the Merchant's Bank Account(as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms&conditions contal ed in the Merchant Processing Agreement signed on 07/01/2024,provided,however,that the term of
the Merchant Processing Agreement relating to the a e ced Additional Location shall be or the same length of time as the Initial Term(defined in the
Merchant Processing Agreement),and such Initial mi f ditlo aI Loc all r�i c on date signed by Officer/Owner,indicated below.
Richard G. Kozal City Manager 12/6/23
Printed Officer/Owner Name t ature Title Date
Rev 09/2021
AMS - MERRICK LOCATION ADDENDUM
PRIMARY MERCHANT INFORMATION: Location No: 1 Date:
Legal Name: City of Elgin Bank Chain: 204611
Main Contact: Lori Grocke Title: Senior Accountant Merchant Number: 317730308205
LOCATION INFORMATION: Sales Rep :Kyle Kitsmiller 1100
DBA: City of Elgin Web IVR Utilities Statement DBA(23 Chr.): ElginIL Web Utilities SIC: 4900
Location Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Mailing Address: 150 Dexter Court City: Elgin ST: IL Zip: 60120
Customer Service Phone Number: (847)931-6001 Phone#: (847)931-6001 Fax#: (847)931-5622
Main Contact: Lori Grocke Title: Senior Accountant Email: grocke g@cityofelgin.org
$1.440,000.
Avg Ticket: $121.00 Max: Monthly Vol: NI Swipe% 0 Keyed% 0 MOTO% 0 Internet% 100
Merchant Products or Services Offered(be specific): Web and IVR utility payments
Terminal/Payment Application: NaviLine Cash Receipts Version: 3.0.23138.1
Does Merchant Use Independent Servicer(store,maintain,or transmits cardholder data)? (if yes.provide the following)
Servicer/Payment App.Manufacturer: /Central Square Phone:
American Express(10 Digits): American Express Annual Volume:
SITE INFORMATION:
Merchant Type:
Internet Website
Building Type: Office Building Area Zoned: Commercial Square Footage: 2501-5000 Merchant: Owns
Landlord: Contact: Phone:
Fulfillment Co. Contact: Phone:
This Location is Open for Business: ®Yes 0 No Inspected By: Date:
MOTO—ECOMMERCE QUESTIONNAIRE Complete if Processing Less Than 70%Card Present
Sell To: Business: 20 % Public: 80 % Locally Does the Merchant Own ProducUlnventory? YES
Marketing: Are Products Stored at the Business Location? YES
If Nc Where?
Orders Processed by: Merchant If Processing Internet Transactions(Please Complete The Following)
Cards Processed by: Merchant Internet transactions encrypted by SSL or Better? YES
When is the cardholder Charged? Time of Order Digital Certificate Utilized? YES Exp Date: 11/8/2023 _
How many days to fulfill orders? 1-7 Days Certificate Number: 03:CE:44:73:D5:76:50:55:88:55:B0:03:B8 3B:E4:84:A7:B4
Shipped by: Merchant Certificate Issuer: Lets Encrypt Individual
Products Shipped by: U.P.S. URL: https://portal.cityofelgin.org/
Delivery Receipt Requested? NO
DDA BANK ACCOUNT INFORMATION:
This area should be completed for Added/Subsequent locations with DDA other than main location. Please Include a Voided Check.
If this is a"Deposit Only"account then a letter from the Financial Institution verifying Transit and Routing Number and DDA#is required.
Account Type: ACH Deposit Routing/Transit# ACH Deposit Account Number Bank Name:
CK 071923909 7237254227 _ Fifth Third
Account Type: ACH Fees Routing/Transit# ACH Fees Account Number Contact: Phone:
CK 071923909 7237254227 Jessica Curran (-
Merchant hereby authorizes Merrick and Automated Merchant Systems,LLC to initiate credit and/or debit entries for amounts originating under the Merchant
Processing Agreement(via ACH or otherwise)including any reversals or adjustments on original entries to the Merchant's Bank Account(as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms&conditions contai ed in the Merchant Processing Agreeme r igned on 07/01/2024,provided,however,that the term of 1
the Merchant Processing Agreement relating to the abo - : er: ced Additional Location sh. •for •ame length of time as the initial Term(defined in the
Merchant Processing Agreement),and such Initi• : m fo j ddit'onal L. • sh. ...,...,""1". e date signed by Officer/Owner,indicated below.
Richard G. Kozal %`//! t_ City Manager 12/6/23
Printed Officer/Owner Name ign ure Title Date
Rev 09/2021