R-12-04-12-11E2 - 4/12/2012 RESOLUTION NO. R-12-04-12-11E2
WHEREAS, Chapter 2, Article V. Finance, Section 2-232(8), Code of Ordinances, City of
Round Rock, Texas, provides that the City Council shall select a City Depository for the custody of
City funds; and
WHEREAS, the City has requested applications from banking firms authorized to submit such
applications; and
WHEREAS, the City has concurrently requested separate proposals from banking and
merchant service firms to submit proposals for merchant processing services; and
WHEREAS, in accordance with Section 105.014 of the Texas Local Government Code the
City, in reviewing the applications, has considered the terms and conditions for the performance of
depository services, including the type and cost of services to be provided to the municipality,
consistent with any policy guidelines adopted by the City regarding the selection of one or more
depositories; and
WHEREAS, Chase Paymentech Solutions, LLC has submitted the most favorable proposal for
Select Government Merchant Payment Instrument Processing services; and
WHEREAS, the City Council desires to accept the proposal of Chase Paymentech Solutions,
LLC, and to enter into a Select Government Merchant Payment Instrument Processing Agreement;
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS:
I.
That the proposal of Chase Paymentech Solutions, LLC is hereby accepted and said institution
is hereby selected to provide the delineated services for the City of Round Rock, Texas, for the period
beginning June 1, 2012, through May 31, 2015; and the Mayor is hereby authorized and directed to
execute on behalf of the City, subject to approval of documents by the City Manager and City
O:\wdox\SCClnts\0112\1204\MUNICIPAL\00247472.DOCjkg
Attorney, a Select Government Merchant Payment Instrument Processing Agreement, and other
necessary and related documents, with Chase Paymentech Solutions, LLC.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 12th day of April, 2012.
AL N McGRAW, Mayor
City of Round Rock, Texas
FOR CITY, ATTEST: f r
- V\xNVy�
Sara L. White, City Clerk
FOR CITY, APPROVED AS TO FORM:
Stephan L. Sheets, City Attorney
2
EXHIBIT
I
CHASE 0 T A
Paymentech
SELECT GOVERNMENT MERCHANT PAYMENT INSTRUMENT PROCESSING AGREEMENT
(GOVERNMENT ENTITY-STATE OF TEXAS)
THiS SELECT GOVERNMENT MERCHANT PAYMENT INSTRUMENT PROCESSING AGREEMENT(the"Agreement-)Is dated as of the Effective Date,among 7PMorgan
Chase Bank,N.A.,a national banking association("'Member"), Paymentech,LLC, a Delaware limited liability company("Paymentech,'Nye', or"us"), and CITY OF
ROUND ROCK,a municipality within the State of Texas ("Merchant*,""u,or"yourl.
WHEREAS Member is a member of several Payment Brands and,through Member,Paymentech Is authorized to process the Transactions listed on Schedule A;and
WHEREAS Merchant wishes to accept Payment Instruments from Its customers for the sale or lease of goods or services offered by Merchant;
ACCORDINGLY,in consideration of ft mutual promises made and the mutual benefits to be derived from this Agreement,Paymentech,Member,and Merchant agree
to the following terms and conditions intending to be legally bound:
1. Migot WsAccEPTANcEoPPAYMEnTZnsTRUMENTS.
1.1 Exclusivity. Unless otherwise expressly agreed to in writing by Paymentech to the contrary, you will tender to us Transaction Data generated from all your Us
Transactions via electronic data transmission according to our formats and procedures You Wit not use the services of any bank,corporation,entity,or person other than
Paymentech for authorization or processing of Transactions throughout the term of this Agreement.
1.2 Certain Payment Acceptance Policies. Each Settled Transaction and Conveyed Transaction must be evidenced by a single Transaction Data record completed with
(n the Transaction data;(0)a brief description of the goods or services sold,returned,or canceled;(114 the price of the goods or services,Including applicable taxes,or
amount of any credit or adjustmerit;(Iv)the Customer name;(v)your name in a manner recognizable to Customers,(vi)your address;(vil)a customer service telephone
number,(vhl)any applicable terms and conditions;and(Ix)any other Information required by the Payment Brand Rules. Unless specifically permitted under the Payment
Brand Rules,you shall not Impose any surcharge or finance charge on the Transaction or otherwise require the Customer to pay the fees payable by you under this
Agreement. You shall not engage In any practice that unfavorably discriminates against or provides unequal treatment of the use of any Payment Brand over any other
Payment Brand. You shall not seta dollar amount above or below which you refuse to honor otherwise valid Payment Instruments In violation of Payment Brand Rules. With
respect to any Settled Transaction or Conveyed Transaction for which a Payment Instrument Is not physically presented,such as In any on-line,mail,telephone,pre-
authorized or recurring Transaction,you must(1)have notified us on your application or otherwise In writing of your Intention to conduct such Transactions and secured our
agreement to accept them; and (it) have appropriate procedures in place to ensure that each Transaction is made to a purchaser who actually Is the Customer.
Notwithstanding the foregoing,you acknowledge that under certain Payment Brand Rules,you cannot rebut a Chargeback where the Customer disputes making the purchase
without an electronic record(for example,"sivlping or"tapping"a Payment instrument)or physical Imprint of the Payment Instrument.
1.3 Operating Guide/Payment Brand Rules.You agree to comply with the operating guide attached to this Agreement,as we may amend It from time to time(the
*Operating Guile*),and all Payment Brand Rules as may be applicable to you and ineffect from time to time as published(on a website or otherwise)by any Payment Brand
or of which you have been otherwise Informed,and such other procedures as we may from trine to time prescribe for the creation or transmission of Transaction Data. We
may modify and supplement the Operating Guide to order to comply with requirements Imposed by the Payment Brand Rules. You acknowledge that you have received a
copy of the Operating Guide at or prior to your execution of this Agreement,and that you can also view the Operating Guide on-tine at the Merchant Support Center of
PaymentechY website, htto;LWM&hmgga ent .milcoAet ommunity/chase oavmentes-h1g tic nth!+- websilersolutlons/merchant support center. To the extent
that the Operating Guide is inconsistent with the Payment Brand Rules,the Payment Brand Rules shall prevail.
1.4 Requirements for Certain Transactions. As to all Settled Transactions and Conveyed Transactions you tender to us for processing,you represent and warrant that,
to the best of your knowledge;
(1)The Transaction Data represents payment or refund of payment,for the bona fide sale or lease of the goods,services,or loth,which you have provided In the
ordinary mime of your business,and the Transaction Data is not submitted on behalf of a third party.
(2)The Transaction Data represents an obligation of the Customer for the amount of the Transaction.
(3)The Transaction Data does riot involve any element of credit for payment of a previously dishonored Payment Instrument or for any other purpose than payment for a
current transaction and,except in the case of approved Installment or pre-payment plans,the goods have been shipped or services actually rendered to the Customer.
(4)The Transaction Data Is free from any material alteration not authorized by the Customer.
(5)The amount charged for the Transaction is not subject to any dispute,setoff,or counterclaim.
(6) Neither you nor your employees has advanced any cash to the Customer(except as authorized by the Payment Brand Rules)or to yourself or to any of your
representatives,agents,or employees in connection with the Transaction,nor have you accepted payment for effecting credits to a Customer.
(7)The goods or services related to each Transaction are your sole property and you are free to sell them,
(B)You have made no representations or agreements for the issuance of refunds except as R states in your return/cancellation policy, which has been previously
submitted to us In writing as provided in Section 3,and which Is available to the Customer.
(9)Any transaction submitted to us to credit a Customers account represents a refund or adjustment to a Transaction previously submitted to Paymentech.
(10)You have no knowledge or notice of information that would lead you to believe that the enforceability or collectibility of the subject Transaction Data Is in any manner
Impaired,The Transaction Data is In compliance with all applicable laws,ordinances,and regulations.You have originated the Transaction Data In compliance with this
Agreer tentand any applicable Payment BrandRules.
(11)For a Transaction where the Customer pays In installments or on a deferred payment plan, a Transaction Data record has been prepared separately for each
Installment transaction or deferred payment on the dates)the Customer agreed to be charged. All installments and deferred payments,whether or not they have been
submitted to us for processing,shalt be deemed to be a part of the original Transaction.
(12) You have not submitted any Transaction that you know or should have known to be either fraudulent,illegal,damaging to the Payment Brand(s),not authorized by
the Customer,or otherwise In violation of any provision of this Agreement or Payment Brand Rules.
2. AUnwitmTioNs.
2.1 Obtaining Authorizations.You are required to obtain authorization/approval codes through Paymentech,in accordance with this Agreement,for all Transactions. You
acknowledge that authorizatkon/approvat code of a Transaction indicates only(1)that the Payment Instrument contains a valid account number;and(Il)that the Customer's
Payment Instrument has an available credit balance sufficient for the amount of the Transaction at the time the authorization is given, but it does not constitute a
representation from us,a Payment Brand or a card issuing bank that a particular Transaction Is in fact a valid or undisputed transaction entered into by the actual Customer.
2.2 Lack of Authorization. We reserve the right to refuse to process any Transaction Data presented by you 0)unless a proper authorization/approval code is recorded,
(ii)Y we reasonably determine that the Transaction Data Is or will become uncollectIbie from the Customer to which the Transaction would otherwise be charged,or(11)If we
determine that the Transaction Data was prepared in violation of any provision of this Agreement or the Payment Brand Rules.
3. REFunos AND ADXMMENTs.
3.1 Disclosure of Refund Policy. You are required to maintain a fair policy with regard to the refund,return or cancellation of merchandise or services and adjustment of
Transactions.You are required to disclose your refund, return or cancellation policy to us on your application. Your refund, return or cancellation policy must also be
disclosed to your customers,
3.2 Changes to Policy. Any change In your return/cancellation policy must be submitted to us,in writing,not less than 14 days prior to the effective date of such change.
We reserve the right to refuse to process any Transaction Data made subject to a revised return/cancellation policy of which we have not been notified in advance.
3.3 Procedure for Refunds/Adjustments. If you allow a price adjustment,return of merchandise,or cancellation of services In connection with a Settled or Conveyed
State of Texas Page I of 10 Select Government Merchant Payment Card Processing Agreement-Rev.07/04
Transaction, you will prepare and deliver to us Transaction Data reflecting such refund/adjusbment within 3 days of receiving the Customers request for such
refund/adjustment. The amount of the refund/adJustment cannot exceed the amount shown as the total on the original Transaction Data except by the exact amount
required to reimburse the Customer for postage that the Customer paid to return merchandise. You are not allowed to accept cash or any other payment or consideration
from a Customer In return for preparing a refund to be deposited to the Customers account;nor may you give cash refunds to a Customer In connection with a Settled or
Conveyed Transaction,unless permitted or required by law.
4. SETTLEmmL
4.1 Submission of Transaction Data. You are required to transmit your Transaction Data to us no later than the next business day immediately folowing the day that
such Transaction Data Is originated. Failure to do so can result in higher Interchange fees and other costs and Increased Chargebacks. For debit card transactions that are
credits to a Customers account,you agree to transmit such Transaction Data to us within 24 hours of receiving the authorization for such credit. Unless otherwise indicated
on Schedule A,you will be solely responsible for all commumkation expenses required to facilitate the transmission of all Transaction Data to us.
4.2 Merchant's Settlement Account in order to receive funds from Paymentech,you must maintain an account at a bank that is a member of the Automated Clearing
House("ACH')system or the Federal Reserve wire system("Settlement Account). During the term of this Agreement,and thereafter until we notify you that all monies due
from you under this Agreement have been paid In full,you agree not to dose your Settlement Account without ging us at least 5 days'prior written notice and substituting
another Settlement Account. You are solely gable for all fees and costs associated with your Settlement Account and for all overdrafts. You authorize Paymentech to Initiate
eledrordc credit and debit entries and adjustments to your Settlement Account at any time without regard to the source of any monies In the Settlement Account. This
authority will remain In full force and effect until we notify you that all monles due from you under Oils Agreement have been pail in fug. We will not be gable for any delays
In receipt of funds or errors In Settlement Account entries caused by third parties,including but not limited to delays or errors by the Payment Brands or your bank.
4.3 Conveyed Transactions. To the extent that you submit any Conveyed Transactions for processing by Paymentech and you do not have a vald agreement In effect
with the applicable Payment Brand,you hereby authorize us,at our option,to submit such Transaction to the applicable Payment Brand,and to share with the applicable
Payment Brand such Information from your Application an may be required In order to approve your acceptance of such Payment Instrument as method(s)of payment.
Subject to such approval,you agree to the applicable Payment Brand's standard terms and condition with respect to such method(s)of payment Upon your transmission of
such Conveyed Transactions to us,we will forward the Conveyed Transaction to the appropriate Payment Brand. Payment of the proceeds due you will be governed by
whatever agreement you have with that Payment Brand,and we do not bear any responsibility for their performance. Even If you receive a valid authorization for a
Conveyed Transaction,we wig not be liable for errors In Settlement Account entries relating to the funding of your Conveyed Transactions,Including delays caused by you,
third parties,the Payment Brands or yaw bank. If your agreement with a Payment Brand requires the Payment Brand's consent for us to perform the services contemplated
by this Agreement,you are responsible for obtaining that consent.
4.4 Transfer of Settlement Fonds.For all Settled Transactions,we wig process your Transaction Data to(adnate the funds transfer between the various Payment Brands
and you. Promptly after we receive credit for Such Transaction Data,we will provide provisional credit to your Settlement Account for the proceeds.The proceeds payable to
you shag be equal to the amounts received by us In connection with your Transaction Data minus all Reserve Amount amounts,If any. You agree that amounts set forth
above,and any other amounts are due and payable by you at the time the related services are rendered to you and may be Imposed on a daily basis If we so determine;that
all Reserve Account amounts are due and payable by you upon establishment;and that the related Chargebacks,Customer refunds,and adjustments,fees,charges,lines,
assessments,penalties,and all other liabilities are due and payable by you when we receive notice thereof from the Payment Brands or any third party,or otherwise pursuant
to this Section 4.4. In the event we do mat deduct such amounts from the proceeds payable to you,you agree to pay all such amounts to urs Immediately without any
deduction or offsets. Alternatively,at our option,we may debit the Settlement Account or your Reserve Account for such amounts at arty time. Also,Insofar as allowed by
law,you agree to reimburse Paymentech,Member,the Payment Brands,afflliates,officers,directors,employees,agents and sponsoring banks from any losses,liabilities,and
damages of any and every kind(Including,without Imltatdon,our costs,expenses and reasonable attorneys'fees)arising out of any dab%complaint,or Chargeback(1)made
or claimed by a Customer with respect to arty Transaction Data submitted by you,(II)caused by your noncompliance with this Agreement,the Operating Guide,or the
Payment Brand Rides,Including any breach of a representation or warranty made by you,or(111)resulting from any voluntary or involuntary bankruptcy or Insolvency
proceeding by or against you. The obligation provided for In this Section does not apply to any claim or complaint to the extent it Is caused by Paymentech's own negligence
or willful misconduct Without gmitk►g the foregoing or our rights under Section 7.2 or Section 10,If a third party notifies urs,or a Payment Brand notifies us or the Member
that It or they Intend to Impose any fine or penalty as a result of excessive Chargebacks or your ads or orndsslons(including,without Imitation,your failure to fully comply
with any Payment Brand Rules),we may suspend the processing of your Transactions. Additionally,Paymentech agrees that t will make a separate electronic deposit for
each merchant nu rnber and that It will not deduct from daily settlement proceeds any fees,chargebacks,or miscellaneous debits. Rather,the amounts due under this
Agreement will appear separately and Paymentech will debit the designated bank account once a month for the fees Incurred per merchant number. Paymentech
understands that Merchant must also be able to distinguish the type of transaction(credit or debit)by Identification in each Individual automated clearinghouse(ACH)transfer
record for accounting purposes.
4.5 Negative Amounts.To the extent the proceeds from Settled Transactions do not represent sufficient credits or the Settlement Account does not have a sufficient
balance to pay amounts due or reasonably antidpated to become due under this Agreement,in addition to any other rights and remedies we may have under this Agreement
(Including termination),we may pursue one or more of the following options: (1)demand and receive Immediate payment for such amounts;(II)debit your Settlement
Amount or Reserve Amount for the amount of the negative balance;(III)withhold or offset your settlement payments until all amounts are paid;Qv)delay presentation of
your refunds until you make a payment to us of a sufficient amount to cover the negative balance;and(v)pursue any other remedies we may have at law or In equity.
Furthermore,9 the amount represented by your Transaction Data In any day Is negative due to refunds or credits being submitted by you in excess of your proceeds from
Transactions,you shall provide us with suAfident funds prior to the Submission of the Transaction Data so as to prevent the occurrence of a negative balance.
4.6 DelinquencV/Merchant Fraud. If:(1)there Is a material,adverse change In your financial condition or your payment record with creditors; (1)you are In material
default of this Agreement;(NQ you change your billing practice In relation to shipment of merchandise or fulfillment of service or change refund procedures currently In place,
i
and you fail to notify us In advance; (W)you are receiving excessive Chargebacks(as donned in Section 7.2 below);(v)you significantly alter the nature of your business or
product nines;(A)we have reasonable grounds to believe that we may be or become gable to third parties for the provisional credt extended to you or that you may be liable
to your Customers,Payment Instrument Issuing banks or the Payment Brands,or(vil)we have reasonable grounds to believe that we may be subject to any additional
liabilities,Including,without Imitation,any fines,fees,or penalties assessed against us by any of the Payment Brands,arising out of or relating to yourTransactiorM your
Charyebaclr4 or your falure to comply with this Agreement,any of the Payment Brand Rules,the Operating Guide,or the Security Standards(as defined In Section 17),we
may temporarily suspend or delay payments to you during our Investigation of the Issue and/or designate an amount of funds that we must maintain In order to protect us i
against the risk of,among other things,existing, potential,or anticipated Chargebacks and to satisfy your other obligations under this Agreement(such funds being i
hereinafter referred to as the"Reserve Account"),which may be funded In the same manner as provided for negative balances in Seddon 4.5. The Reserve Account will
contain suf iclent funds to cover arty unbilled processing costs plus our estimated exposure based on reasonable criteria for Chargebacks,returns,unshipped merchandise l
and/or unfullled services,and all additional liabilities anticipated under this Agreement,Including,but not IMhted to,Chargebadts,lines,fees and penalties as set forth In
Section 4.4. We may(but are not required to)apply funds In the Reserve Amount toward,and set off any funds that would otherwise be payable to you against,the
satisfaction of any amounts which are or may become due from you pursuant to this Agreement.The Reserve Account WIN be held and controlled by Paymentech,will not
bear Interest,and you will have no legal right or Interest In the funds In the Reserve Account;provided,however,that upon satisfaction of all of your obligations under this
Agreement,we will pay to you any funds then remaining In the Reserve Account. Any funds in the Reserve Account may be commingled with other funds,and need not be
maintained Ina separate amount, Effective upon our establishment of a Reserve Account,you irrevocably grant to us a security Interest In any Interest you may now have or
tater acquire In any and all funds,together with the proceeds thereof,that may at any time be In the Reserve Amount and that would otherwise be payable to you pursuant
to the terms of this Agreement.You agree to execute and deliver to us such instruments and documents Unduding,without Imitation,security agreements and releases)that
we may reasonably request(1)to perfect and confirm the security Interest In the Reserve Account;and ill)In connection with any return of Reserve Account funds.
5. &=urmB4r We will supply a detailed statement reflecting the activity for your merchant account(s)by online-access(or otherwise if agreed to by both partles). We
will riot be responsible for any error that you do not bring to our attention within 90 days from the date of such statement. You acknowledge and agree that it Is your
responsibility to ensure your secure online access. With reasonable prior notice,Paymentech will make available for Merchants inspection and audit those books and records
pertaining solely to services performed by us and fees paid to us pursuant to this Agreement.
6. RETfnEVAL RFaucM.
State of Texas Pape 2 of 10 Select Government Merchant Payment Card Processing Agreement-Rev.07/09
6.1 Records. You agree to store and retain Transaction Data In compliance with the Payment Brand Rules.
6.2 Response to Retrieval Requests.We will send you any Retrieval Request that we cannot satisfy with the Information we have on file concerning any Settled
Transaction. in response,you must provide us,In writing by certified or overnight mail or by confirmed fax(or by other means as agreed to by Paymentech),the resolution
of your Investigation of such Retrieval Request and Include legible copies of any documentation required by the Retrieval Request wdthIn 7 days after we send It to you(or
such shorter time as the Payment Brand Rules may require). You acknowledge that your failure to fulfill a Retrieval Request timely and In accordance with Payment Brand
Rules may result In an irreversible Chargeback.
7• C"ABgL4Al:KS,
7.1 Chargeback Reasons.You may receive a Chargeback from a Customer or Payment Brand for a number of reasons under the Payment Brand Rules. The following are
some of the most common reasons for Chargebacks,and In no way Is this intended to be an exhaustive list of possible Chargeback reasons:
(1)Your failure to Issue a refund to a Customer upon the return or non-delivery of goods or services.
(2)A required auRhorizatkun/approval code was not obtained.
(3)The Transaction Data was prepared Incorrectly or fraudulently.
(4)We did not receive your response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules.
(5)The Customer disputes the Transaction or the authenticity of the signature on the Transaction Data or Payment instrument,or claims that the Transaction Is subject to
a set-off,defense,or camterclaim.
(6)The Customer refuses to make payment for a Transaction because In the Customer's good faith opinion,a claim or complaint has not been resorted,or has been
resolved In an unsatisfactory manner.
el (e(7)The aecNt or record ord bit kaki comermprint of such the Payment
tt instrument
instrument,asnot nd the Customer denat ies the time of the settled or Conveyed Transaction or you failed to obtain an
circumstances,the fact that an aut1wrization/approval code was obtaned does not mean that a mak9 the purchase. The Merchant acknowledges that, under these
particular Transaction k a valid or undisputed transaction entered foto by the
actual Customer.
7.2 Excessive Chargebacks.If you are receiving an excessive amount of Chargebacks,as determined by the Payment Brands from time to time,In addition to our other
remedies tinder this Agreement we may take the following actions:p)review your Internal procedures relating to acceptance of Payment Instruments and notify you of new
procedures you should adopt In order to avoid future Chargebacks, (1)notify you of a new rate we will charge you to process your Chargebacks,(Ill)collect from you
(pursuant to Section 4.6)an amount reasonably detemnlned by us to be sufficient to cover anticipated Chargebacks and all related fees,penalties,expenses,and flutes;or(Iv)
terminate the Agreement. You also agree to pay,Insofar as allowed by law,any and all penalties,fees,rtes and costs assessed against you,Paymentech,and/or Member
relating to your violation of this Agreenernit,the Operating Guide,or the Payment Brand Rules with respect to your acceptance of Payment Instruments,your Transactions or
with respect to excessive Chargebacks ander this Section.
7.3 Claims of Customers.You have full liability V any Settled Transaction,for which we have given your Settlement Account provisional credit,Is the subject of a
Chargeback. Subsequently,you may resubmit applicable Transaction Data for a second presentment,but only In accordance with Payment Brand Rules.To the extent we
haws paid or may be called upon to pay a Chargebacic,refund or adjustment for or on the account of a Customer and you do not reimburse us as provided for in this
Agreement,then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid,we have all of the rights and remedies of such Customer under
applicable federal,state,or local laws and you authorize us to assert any and all such claims In our own name for and on behalf of any such Customer IndMduaNy or all such
Customers as a class.
S.DISPLAY OF PAYMEtff BRAND MARrs. Merchant Is prohibited from using the Payment Brand Marks,as defined below(sometimes referred to herein as'Marks),other than
as expressly authorized by us In writing or by the Payment Brands. Payment Brand Marks mean the brands,emblems,trademarks and/or logos that identify a Payment
Brand. Addltlonall,Merchant shall not use the Payment Brand Marks other than to display decals,signage,advertising and other form depleting the Payment Brand Marks
that are provided to Merchant(1)by the Payment Brands;(11)by us pursuant to this Agreement;or(IN)as otherwise approved in wrift by us, Merchant may use the
Payment Brand Marks only to promote the services covered by the Marks by using them on decals,Indoor and outdoor signs,advertising materials and marketing materials;
provided,that all such uses by Merchant must be In writing and approved by us and consistent with Payment Brand Rules.Merchant shall not use the Payment Brand Marks
in such a way that Customers could believe that the products or services offered by Merchant are sponsored,endorsed or guaranteed by the owners of the Payment Brand
Marks. Merchant recognizes that it has no ownership rights In the Payment Brand Marks. Merchant shag not assign to any third party the rights to use the Payment Brand
Marks. Your right to use the Payment Brand Marks hereunder terminates simultaneously with the termination of this Agreement,
9. fig.
9.1 Schedule A.You agree to pay us for the services as set forth In Schedule A In accordance with this Agreement.Unless otherwise expressly stated In Schedule A,your
pricing is based on all Transactions qualifying under the Payment Brand Rules for the lowest Payment Brand Interchange rates. For Transactions that do not qualify for the
best rate,the Payment Brands may dictate that the Transaction is subject to a'downgrade,which will result In us charging you a higher rote than the qualified rate shown
on schedule A. Fees payable under this Agreement that contain a fraction of a cent will be rounded up to the next full cent.
9.2 Price Changes.You acknowledge that your pricing Is based on your annual volume of Transactions, method of processing, type of business, and Interchange
qualification criteria as represented to us In your Application and restated on schedule A. To the extent your actual volumes,method,type,and criteria differ from this
Information,we may modify the pricing on Schedule A with 30 days'prior written notice. In addition,we may change our fees,charges,and discounts resulting from (1)
changes In Payment Brand fees (such as Interchange,assessments,and other charges),Ql)changes in pricing by any third party provlder of a product or service used by
you;or(til)fees which are added by a Payment Brand or card Issuer. Such new prices will be applicable to you as of the effective date established by the Payment Brand or
third party provider.
10. TmMINATIOM.
10.1 Term. This Agreement takes effect upon our acceptance hereof(as evidenced by(1)our signature below;or(e)our acceptance of your ftrst Transaction for processing
hereunder),and has an Initial germ expiring three(3)years from that date. Unless otherwise terminated by either party as provided in this Agreement,the Agreement VIN
automatically extend for successive one-year terms. Either party may give notice of iron-renewal of this Agreement In writing no more than 40 days and no less than 30 days
prior to any expiration date.
10.2 Merchant Termination. You may terminate this Agreement for cause E our services provided under this Agreement fall to conform to generally accepted standards
for such services In the payment processing Industry. In such event,your sole remedy for such failure shall be that,upon written notice from you specif ft the fallure of
performance,we will rectify,such failure of performance. If we do not rectify our failure of performance within thirty days after receipt of written notification,then you may
terminate this Agreement upon thirty days'written notice to us. Merchant reserves the right to terminate the Agreement at any time,M whole or In part,without penalty,by
providing 30 calendar days'advance written notice. In the event of such a termination,the Respondent shall,uniess otherwise mutually agreed upon in writing,cease all
work knmedlatey upon the effective date of termination.
10.3 Paymentech Termination. We may terminate this Agreement at any time upon written notice to you as a result of any of the following events: (1)any
noncompliance with this Agreement,the Payment Brand Rules,or the Operating Guide,which is not cured within 30 days of our notice to you,except as otherwise provided
In this Agreement and except that no cure period Is allowed for termination based on Merchant fraud or failure to fund a Reserve Account;(0)any voluntary or Involuntary
bankruptcy or Insolvency proceeding Involving you;(111)Paymentech deems you to be fInanclaily,Insecure, (N)Merchant or any person owning or controlling Merchants
business Is or becomes listed in the MATCH file(Member Alert to Control High-Risk Merchants)maintained by Visa and MasterCard;(v)any Payment Brand notifies us that It
Is no longer wllkng to accept your Transaction Data;(vi)there exists any circumstances that create or could tend to create harm or loss to the goodwill of any Payment
Brand,us or Member;or(0)for a period of more than 60 consecutive days,you do not transmit Transaction Data to us.
10.4 Account Activity After Termination. Termination does not affect ether party's respective rights and obligations under this Agreement as to Transaction Data
submitted before termination. If you submit Transaction Data to us after the date of termination,we may,at our sole discretion and without walving any of our rights or
remedies under this Agreement,process such Transaction Data In accordance with and subject to all of the terms of this Agreement. Upon notice of termination of this
Agreement,we may estimate the aggregate dollar amount of Chargebacks and other obligations, liabilities and expenses that we reasonably anticipate subsequent to
termination,and you agree to Immediately deposit such amount In your Settlement Account or as otherwise directed by us,or we may withhold such amount from your
settlement funds In order to establish a Reserve Account pursuant to and governed by the terms and conditions of this Agreement.
State of Texas Page 3 of 10 Select Government Merchant Payment Card Processing Agreement-Rev,07/09
11. INDEMNIC ML
We agree to defend,lndemnify,and hold harmless you and your affiliates,officers,directors,employees,and agents from any claims,actions,suites,demands,proceedings,
costs,damages,and l abli tles(including,without hatitatlon,attorneys'fees and court costs)arising out of arty Customer complaint or Chargeba k related to(I)any failure by
us or our agents or employees to properly safeguard the Customer's account Information,(0)our or our agents'or empbyees'failure to delver funds processed by us In
accordance with Section 4.4 herein(which relates to payments due from us for Transaction Data),or(1)any voluntary or involuntary bankruptcy or Insolvency proceeding by
or against us. This Indemnification does not appy to any Balm or complaint relating to your failure to resolve a payment dispute concerning merchandise or services Sold by
you or your negligence or willful misconduct. The Indemnification provided under this Section 11.1 shall survive the termination of this Agreement.
12. JMsAcnom DATA AND PAymmT IwntumEWT INFORM nom You acknowledge and understand the importance of compliance with the Security Standards,such as
those relating to the storage and disclosure of Transaction Data and Payment Instrument Information. Therefore,you will exercise reasonable care to prevent disclosure or
use of Payment Instrument Information,other than m to your agents and contractors for the purpose of assisting you In completing a Transaction,(A)to the applicable
Payment Brand,or(IQ as specifically required by law.
You are allowed by the Payment Brand Rules to store only certain Payment Instrument Information currently limited to the customer's name,Payment Instrument account
number and expiration date)and are prohibited from storing additional Payment Instrument Information,including,without Ikrdtatbn,any security code data such as CVV2,
CVC2,and PIN data,and any magnetic stripe tract data You will store all media containing Payment Instrument Information in an unreadable format wherever R is stored
and In an area limited to selected personnel on a"need to know"basks only and,prior to either party discarding any material containing Payment Instrument information,the
party will destroy it In a manner rendering the account numbers unreadable. If at any Ume you determine that Payment Instrument Information has been compromised you
will notify Paymentech Immediately and assist M providing ratification to such parties as may be required by law or Payment Brand Rules,or as we otherwise reasonably
deem necessary.Merchant Information may be shared by us with our affiliates,and with the Payment Brands subject to the provisions of this Agreement and Payment Brand
Rules.
You agree to comply with all Security Standards,as defined In Section 17. You further agree to provide us upon our request with such tests,scans and assessments of your
compliance with Security Standards as required by the Payment Brands.
You must notify us of your use of any Service Provider and,to the extent required by each Payment Brand all Service Providers must be(1)compliant with all Security
Standards applicable to Service Providers,and(ti)registered with and/or recognized by such Payment Brand(s)as being so compliant. You agree to exercise due diligence to
ensure that all of your Service Providers,and any other agents,business partners,contractors,or subcontractors with access to Payment Instrument information,maintain
compliance with the Security Standards. To the extent required by each Payment Brand,all payment applications,or software Involved In processing,storing,receiving or
transmitting of Payment Instrument Information,shall be(Q compliant with all Security Standards applicable to such payment application or software,and(1)registered with
and/or recognized by such Payment Brand(s)as being so compliant.
You understand that your failure to comply with the Payment Brand Rules,Including the Security Standards,or the compromise of any Payment Instrument Information,may
result in assessments,fines,and/or penalties by the Payment Brands,and you agree to Indemnify and reimburse us Immediately,Insofar as allowed by law,feu any such
assessment,fine,or penalty Imposed on urs or the Member and any related loss,cost or expense Incurred by us or the Member. If any Payment Brand requires a forensic
examination of you or any of your Service Providers,agents,business partners,contractors,or subcontractors due to a data security compromise evert or suspected event,
you agree to cooperate with such forensic examination(kxluding,without limitation,the engagement of an examiner acceptable to the relevant Payment Brand)and agree to
pay for all costs and expenses related to such forensic examination,Including all of our attomeys'fees and other costs relating to such forensic examination.
By executing this Agreement,Merchant represents that,In the event of its fallure,Including bandwptcy,Insolvency,or other suspension of business operatkrs,Merchant
shall not sell,transfer,or disclose any materials that contain Transaction Data or Payment Instrument Information to third parties,except as required by law. Merchant must
return such Information to Paymentech or provide Paymentech with acceptable proof of Its destruction.
13.
13.1 Additional Financial Information.Upon We(S)days'written notice,Merchant agrees to fumish to us(1)Its most recently prepared financial Statements and credit
Information and(I)Y applicable,Its three most recent flings with the SEC.
13.2 Audit Rights. With prior notice and during your normal business hours,our duty authorized representatives may visit your business premises and may examine your
books and records that pertain to your Transaction Data or your compliance with this Agreement.
13.3 Other Information. You agree to provide us at least 30 days'prior written notice of your Intent to change your product line or services,or your trade name,or the
manner In which you accept Payment Instruments. if we determine such a change Is material to our relationship with you,we may refuse to process Transaction Data made
subsequent to the change or terminate this Agreement. You agree to provide us with prompt written notice If you are the subject of any voluntary or InvokrUary bankruptcy
or Insolvency petition or proceeding.
14.DISctA1ME1L•UmEr&non of DAn4AGES. Subject to Section 5,we will,at our own expense,correct any Transaction Data to the extent that such errors have been caused
by us or by malfunctions of our processing systems. Under no circumstances will Paymentech's financial responsibility for our fallure of performance under this Agreement
exceed the total fees paid to us under this Agreement(net of Payment Brand fees,third party fees,Interchange,assessments,penalties and fines)for the sic months prior to
the time the lability arose.EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT,AND EXCEPT WITH RESPECT TO MERCHANTS FAILURE TO COMPLY WITH THE
SECURITY STANDARDS,IN NO EVENT WILL ANY PARTY,ITS RESPECTIVE DIRECTORS,OFFICERS,EMPLOYEES,OR AFFILIATES,BE LIABLE FOR SPECIAL,INCIDENTAL,
CONSEQUENTIAL„OR PUNITIVE DAMAGES OR ANY LOSS,THEFT,DISAPPiiARANCE,OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS
AGREEMENT. WHILE ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES
NOT APPLY,PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED,MADE TO MERCHANT OR ANY OTHER
PERSON, REGARDING QUALITY,SUITABILITY,MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,OR OTHERWISE(REGARDLESS OF ANY
COURSE OF DEALING,CUSTOM,OR USAGE OF TRADE)OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO
SUCH SERVICES.
15.MISCELLANEOU
15.1 Taxes.Unless you are otherwise exempt,and,If applicable,provide a valid exemption certificate,you agree to pay any taxes Imposed on the services,equipment,
Intellectual property,supper,and other goods purchased or tangy property provided under this Agreement,and you authorize us to Increase the amount we collect from
you to reflect any and all assessments or Increases In the sales,use,occupational,property,lease,or other taxes imposed on such sale or lease of services,tangible property,
or intellectual property,equipment,supplies and other goods purchased.
15.2 Application and Credit Check. You represent and warrant that statements made on your Application for this Agreement are true as of the date of your execution of
this Agreement. Your signature on this Agreement authorizes us to perform any credit check deemed necessary with respect to Merchant and Its directors,officers,affiliates,
principals,and guarantors(If applicable).
15.3 Section Headings. The section headings of this Agreement are for convenience only and do not denne,ImR,or describe the scope or Intent of this Agreement.
15.4 Assignment.We and/or Member may assign this Agreement to an entity qualined under Payment Brand Rules to perform our obligations under this Agreement You
cannot assign or transfer your rights or delegate your responsibilities under this Agreement without our prior written consent. Failure to obtain our consent may result In a
termination of this Agreement.Any assignee or successor entity must provide such additional Information and execute such additional documentation or take any further
actions as we request In order to ensure continued processing of Transactions under this Agreement.
15.5 Parties. This Agreement binds you and your respective heirs,representatives,and permitted and approved successors(including those by merger and acquisition)or
assigns.This Agreement binds us and our respective heirs,representatives,successors and assigns. You represent and warrant that your execution of and performance
State of Texas page 4 of 10 Select Govemment merdiant Payment QM Promft Agreement-Rev.07/09
under this Agreement(1)in no way breaches,contravenes,violates,or In any manner conflicts with any of your other legal obligations,including,without limitation,your
corporate charter or similar document or any agreement between you and any third party or any affllated entity;(0)has been duly authorized by all necessary action and does
not require any consent or other action by or M respect of any third party,and(ilQ that the person slgrilng this Agreement on your behalf is duly authorized to do so. In providing
services to you,we will not be acting In the capacity of your agent,partner,or joint venturer,we are acting solely as an Independent contractor. Each party agrees that any
other party may publicly disclose,through press releases or otherwise,the existence of the business relationship that is the subject of this Agreement. Any such disclosure
may Identify the parties by name but shall not,without the prior written consent of the non-disclosing party,Include any of the terms of this Agreement.
15.6 SeverabRity. Should any provision of this Agreement be dtterrnined to be Invalid or unenforceable under any law,rule,or regulation,including any Payment Brand
Rule,such determination will not affect the validity or enforceability of any other provision of this Agreement.
15.7 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver Is sought to be
enforced.
15.8 Entire Agreement.The Payment Brand Rules,Operating Guide,Application,and all schedules and attachments to this Agreement are made a part of this Agreement
for al purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any
prior agreements between the parties. This Agreement shall prevail over the terms of any agreement governing the Settlement Account. Merchant agrees that In entering
Into this Agreement It has not retied on any statement of Paymentech or its representatives. The parties acknowledge and agree 0)that this Agreement applies only to
Transacilon Data generated within the united States,and M that this Is a contract for commercial services.
15.4 Notices. Except as otherwise provided In this Agreement,all notices must be given in writing and either hand delivered,faxed,mailed first class,postage prepaid,sent
Na electronic mal transmission,or sent via overnight courier(and will be deemed to be given when so delivered or mailed). Notice to Paymentech shall be to the address set
forth below or to such other address as either party may from time to time specify to the other party in writing.
Notice to Merchant shall be made to the following:
City of Round!tock
Finance Department
221 E.Main Street
Round Rock,TX 78664
15.10 Governing law of Jury Trial, This Agreement will be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of
law provislorm
15.11 Force Majeure.Neither party will be liable for delays In processing or other nonperformance caused by such events as fires,telecommuniwtlons failures,utility
failures,power failures,equipment failures,labor strife,riots,war,terrorist attack,,acts of God,or other causes,over which the respective party has no reasonable control,
except that nothing In this Section 15.11 will affect or excuse your liabilities and obligations for Chargebacks,refunds,or unfulfilled products and services.
15.12 Amendment. This Agreement may be amended at any time by Paymentech upon thirty days notice to you. Notwithstanding the foregoing,In the event the terms of
this Agreement must be amended pursuant to a change required by the Payment Brand Rules or any third party with jurisdiction over the matters described herein,such
amendment will be effective Immediately.
15.13 Counterparts and Electronic Signature. This Agreement may be executed In several counterparts,each of which will be deemed an original,but all of which
together will constitute one and the same Instrument. A Signature received Na facsimile or electronically via email shag be as legally binding for all purposes as an original
signature.
16. 3 ry,. The provisions of Sections 4.2,4.4,4.5,4.6,6.1,7,10.4,11,12,14,15,and 17 shall survive the termination of this Agreement
17. DEnNmoms.
"Applica'Jod'Is a statement of your financial condkbn,a description of the characteristics of your business or organization,and related Information you have previously or
concurrently submitted to us, including credit and finandal Information,to Induce us to enter Into this Agreement with you and that has Induced us to process your
Transactions under the terms and conditions of this Agreement
"CharpebaW Is a reversal of a Transaction you previously presented to Paymentech pursuant to Payment Brand Rules.
'Conveyed Aransactloif Is any Transaction conveyed to a Payment Brand for settlement by such Payment Brand direly to Merchant
"Customer Is the person or entity to whom a Payment Instrument Is Issued or who is otherwise authorized to use a Payment Instrument
"Effective Datil'means the date this Agreement takes effect pursuant to Section 10.1.
"Merchant',"yore,and"your is the Merchant Identified In the Application on the corer page of the Agreement
"Member is)PMorgan Chase Bank,N.A.or other entity,providing sponsorship to Paymentech as required by all applicable Payment Brand. Member is a principal party to
this Agreement and your acceptance of Payment Stand products Is extended by the Member.
`PaymentAppBcadmf Is a third party application used by merchant that Is Involved In the authorization or settlement of Transaction Data.
'Payment Brand'Is any payment method provider whose payment method Is accepted by Paymentech for processing,Including,but not limited to,Visa,U.S.A.,Inc.,
MasterCard International,Inc.,Discover Financial Services,LLC and other credit and debit card providers,debit network providers,gift card and other stored value and loyalty
program providers. Payment Brand also includes the Payment Card Industry Security Standards Council.
"Payafenterand Ruled'are the bylaws,rules,and regulations,as they exist from time to time,of the Payment Brands.
"PsymentAppllcal'lorf'Is a third party application used by Merchant that Is involved In the authorization or settlement of Transaction Data
"Paymentlastrumear Is an amount,or evidence of an account;authorized and established between a Customer and a Payment Brand,or representatives or members of
a Payment Brand that you accept from Customers as payment for a good or service. Payment Inshunentts include,but are not I1mRed to,credit and debit cards,stored value
cards,loyalty cards,electronic gift cards,authorized amount or access numbers,paper certificates and credit accounts.
Payment Instrument InlbrrnadW is Information related to a Customer or the Customer's Payment instrument,that Is obtained by Merchant from the Customer's
Payment instrument,or from the Customer In connection with his or her use of a Payment Instrument(for example a security code,a PIN number,or the customer's zip code
when provided as part of an address verification system). Without limiting the foregoing,such Information may Include a the Payment Instrument account number and
expiration date,the Customer's name or date of birth,PIN data,security code data(such as CVV2 and CVC2)and any data read,scanned,Imprinted,or otherwise obtained
from the Payment Instrument,whether printed thereon,or magnetically,electronically or otherwise stored thereon.
"PaymenteW,"cod',"our,and I me Is Paymentech,LLC"a Delaware limited liability company,having Its principal office at 14221 Dallas Parkway,Dallas,Texas 75254.
'Retrieval Request'Is a request for Information by a Customer or Payment Brand relating to a dim or complaint concerning a Transaction.
"Security Sfandarff are all rules,regulations,standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards
Council relating to privacy,data security and the safeguarding,disclosure and handling of Payment Instrument Information,Including but not limped to the Payment Card
Industry Data Security Standards("PCI DSS),Visa's Cardholder Information Security Program("LISP"),Discover's Information Security&Compliance Program,American
Bvess's Data Security Operating Polley,MasterCard's Ste Data Protection Program("SDP"),Visas Payment Application Best Practices("PABP),the Payment Card Industry's
Payment Application Date Security Standard("PA DSS`),MasterCard's POS Terminal Security program and the Payment Card industry PIN Entry Device Standard,In each
case as they may be amended from time to time.
"Service Provider Is any party that processes,stores,recehres,transmits or has access to Payment Instrument Information on your behalf,including,but not limited to
your agents,business partners,contractors and subcontractors.
'Settled Transectlon'Is a Transaction conducted between a Customer and Merchant utilizing a Payment Instrument In which consideration Is exchanged between the
Customer and Merchant for the purchase of a good or service or the return or refund of such purchase and the value for such Transaction Is settled by the Payment Brand
through Paymentech to the Merchant
"Snored Vahm Transactlon"Is a Transaction In which a Customer adds or redeems value to or from a stored value and/or loyalty Payment Instrument Issued by or on
behalf of Merchant
"Transaction"Is a transaction conducted between a Customer and Merchant utilizing a Payment Instrument in which consideration Is exchanged between the Customer and
Merchant
State of Texas Page 5 of 10 Select Government Merchant Payment Owd Processing Agreement-Rev.07/09
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"Transaction Data+'Is the written or electronic record of a Transaction,Including but not limited to an authorization code or settlement record.
IN WITNESS WHEREOF,the undersigned parties have duly executed this Agreement.
CITY OF ROUND ROCK Agreed and Accepted by:
Agreed and Accepted by
PAYMENTECH,LLC for Itself and on behalf of
By(authorized signature) 1PMORGAN CHASE BANK,N.A.
Nan McGraw.Mawr
Print Name and Title
12 April 2012 BY
Date iWe 1.Saivatl
221 E.Main Street Print Name
Address Group Manager and Senior Director
Round_RodL TX 78664 Title
City,State Tip 4 Northeastern Boulevard.Salem NH 03179
Address
Date
Phankl nsfrpreblel012210
To Be Completed By Paymentech,LLC
Your Merchant Agreement Contract Number is:
Your Merchant Processing Identification Number WNI Be Provided At Time of Processing Set Up
State of Texas Page 6 of 10 Select Government Nevdont Payment Card ftmst
ng Agreement-faw.07/09
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Merchant Operating Guide
General Rules Applicable to all Transactions
1 Acceptance Of Certain Payment Instruments
In offering Visa and MasterCard payment options to your Customers,you may elect any one of the following options:(1)accept all types of Visa and MasterCard
Payment Instruments-Including consumer credit and debit/check cards,and commercial credit and debit/check cards;(it)accept only Visa and MasterCard credit
cards and commercial cards(If you choose this option you must accept all consumer credit cards(but not consumer debit/check cards)and all commercial card
products,inducting business debit/check cards,or(il)accept only Visa and MasterCard consumer debit/check cards(if you choose this option you must accept all
consumer debit/chedc card products(but not business debit/check cards)and will not accept any kind of credit cards). The acceptance options above apply only
to U.S.domestic Visa and MasterCard Payment Transactions and,as such,they do not apply to Visa or MasterCard Payment Instruments Issued by non-U.S.
banks. in other words,If your Customer presents a Visa or MasterCard Payment Instrument issued from a European or Asian bandy for example,you must accept
that card just as you would any other card (provided you receive a valid authorization and confirm the klentity of the Customer, etc.), regardless of the
acceptance option choke you have made and even If you have elected not to accept that type of Payment Instrument from U.S.issuers.If you chose to limit the
types of Visa and MasterCard Payment Instruments you accept,the following rules apply to you:(t)you must display appropriate signage to indicate acceptance
of the Merited acceptance category you have selected(that Is,accept only debit/check card products or only credit and commercial products, (II)If you elect
limited acceptance,any Transaction Data submitted Into Interchange outside of the selected product category will be assessed the standard Interchange fee
applicable to that card product and may also have additional fees/surcharges assessed;and(iii)additional Visa and MasterCard Rules that may be applicable to
you may be viewed on their respective websites.
2 Authorization/Approval Codes
All Payment Transactions and Conveyed Transactions require authorization/approval codes. You must request and receive an authorization/approval code for the
total amount of the Transaction.An authorization/approval code Indicates(1)the availability of credit on the Payment Instrument at the time of Inquiry,and(i)
that the Payment Instrument account number Is valid. It Is not a promise or a guarantee that you will receive payment for that transaction. It does not warrant
that the person presenting the Payment Instrument has the authority to do so.
3 Refunds/Credits
You must disclose your return/refund policy to your Customers. You must complete a credit for the total amount of the refund and identify the merchandise being
returned and any shipping and handling charges being returned. You must imprint or record the credit voucher with the same Payment Instrument used to make
the original purchase. For retail Payment Transactions and Conveyed Transactions, the credit voucher must be dated and signed by the Customer and the
appropriate copy provided to the Customer. Cash refunds should never be Issued for Payment Transaction or Conveyed Transactions,unless required by law. If
you fall to follow these procedures,you may be unable to rebut a Chargeback from the Customer for failure to Issue a refund(even if you actually gave the refund
by cash or check).Paperwork is not necessary for an even exchange. For an uneven exchange,complete a credit for the total amount of the merchandise being
returned and complete a new Transaction receipt for any new merchandise purchased.You cannot process a credit or refund without having completed a previous
purchase Transaction with the same Customer.
4 Processing Of Transaction Data
You must submit Transaction Data(including credit vouchers)to us on or before the next business day after the date of the Transaction. tate submission of
Transaction Data may result in higher Payment Brand fees and interchange rates,C�hargebacks and other negative consequences. You must not submit Payment
Transactions or Conveyed Transactions for payment until the goods are delivered,shipped,or the services are performed(except as otherwise provided In the
Merchant Agreement,and only if you have notified us that you are doing so on your application or otherwise in writing). If the Customer disputes being charged
for merchandise or services before receiving them,the result will be a Chargeback to you. We may from tine to time contact Customers to verify that they have
received goods or services for which Transactions have been submitted.You cannot present for processing any Transaction Data that was not originated as a
result of an act directly between the Customer and you. You cannot present for processing any Transaction Data you know or should have known to be(1)
fraudulent or pi)not authorized by the Customer. You will be responsible for the actions of your employees while acting In your employ.The collection and
payment of all federal,state and local taxes Is your responsibility. Taxes collected must be Included In the total transaction amount and not collected separately
by another form of payment.You must submit one Transaction Data record for all goods and services sold in the same transaction. AN available Information about
the sale, Including any handing and shipping charges,must be accurately recorded. You mist provide to the Customer a true and completed record of the
Transaction.
S Chargebacics
C]hargebadks of Payment Transactions and Conveyed Transactions may occur under a variety of circumstances,as dictated by the Payment Brand Rules,which are
subject to modificatkm from time to time. Consequently,the fallowing is only a partial list of circumstances that might give rise to Chargebacks:(n a Customer
account number Is Incorrect or otherwise invalid;(it)an authorization/approval code was not received or other required authorization was not obtained;(10)an
authorization/approval code was obtained for the wrong amount or wrong date, (Iv)the Customer never received the merchandise/service requested; (v)a
CXustomees refund/credit was processed as a sate; (A) the Transaction Data is for the wrong amount; (vi) a Customer was never credited for retuned
merchandise or a canceled order; (viii) the Payment Instrument was expired, counterfeit,altered, or invalid at time of sale, (bc)a Payment Transaction or
Conveyed Transaction was deposited more than once, (x)the Customer did not authorize or consent to the Transaction;(xi)the signature on the Transaction
Stake of Texas Page 7 of 10 ssedt Government Merchant Payment Ord Processing Agreement-Rev.07/09
receipt does not match the signature on the Payment Instrument(If required); (xil)the Payment Instrument was not Imprinted or Its magnetic strip was not
electronically recorded (for example, "swiping" or "tapping" a Payment Instrument) through a terminal; ()ili) the Customer asserts any disputes, claim,
counterclaim,defense or offset against you;(AY)the Transaction Data or any material Information thereon Is Illegible,incomplete,Inaccurate or unsigned,or is
not delivered to us within the required time limits,(xv)the Transaction Data Is fraudulent or does not represent a bona fide transaction in the ordinary course of
your business,or Is subject to any claim of Illegality,negligence,dishonesty or offset;and(xvl) you have failed to provide copies of Transaction Data requested
by us(retrieval request)within the prescribed time period.
6 Disputing Chargebacks
If you have reason to dispute or respond to a Chargeback,then you must do so by the date provided by us on our report to you. We are not required to
Investigate,reverse or make any adju st nent to any Chargeback when thirty(30)calendar days have elapsed from the date of the Chargeback. All responses to
Chargebacks must be In writing, and must contain the following Information: (1)date of debtt/credit advice; (B)company case number; (ill)total amount of
Chargeback;(Iv)date and dollar amount for which the Transaction Data was originally submitted(v)If known,the date and authorization approval code;and(A)
any supporting documentation to substantiate your claim. You should Include a dated cover letter detaling reasons for requesting a review of the Chargeback.
You should retain a copy of the correspondence and all documentation for your files. You should also retain proof that we received your response.
7 Data Security And Privacy
You agree to post and maintain on all your Web sites both your consumer data privacy policy(which must comply with all Payment Brand Rules,regulations and
guidelines)and your method of transaction security.You may not retain or store CW2/CVC2 data or PIN data subsequent to the authorization.You must comply
with all Security Standards published by the Payment Brands and the PCISSC including,but not limited to,Visa's Customer Information Security Program("CISP),
MasterCard's Security Data Program(MSDP)and the Payment Card Industry Data Security Standard(PCIDSS). Pursuant to the Security Standards,you must,
among other things: (1)Install and maintain a working network firewall to protect data accessible via the Internet; (11)keep security patches up-to-date;(iii) j
encrypt stored data and data sent over open networks;(iv)use and update and-virus software;(v)restrict access to data by employees who are on a"need-to- i
know"basis,(vi)assign a unique ID to each person with computer access to data;(vii)not use vendor-supphed defaults for system passwords and other security
parameters;(VIII)track access to data by unique ID,Qx)regularly test security systems and processes;(x)maintain a policy that addresses information security
for employees and contractors;(A)restrict physical access to Customer Information,(xii)when outsourcing administration of information assets,networks,or
data you mast retain legal control of proprietary information and use limited"need-to-know"access to such assets,networks or data;and(All)reference the
protection of Customer information and compliance with the Security Standards in contracts with other service providers.You must notify Paymentech of any third
party vendor with access to Customer information,and you are responsible for ensuring that all third party vendors are compliant with the Security Standards,to
the extent applicable.The Security Standards may require that you engage an approved third party vendor to conduct quarterly perimeter scans and/or an on-site
security review of your systems In order to be compliant Visa and MasterCard's Individual requirements for such scans or security reviews can be accessed
through the Visa and MasterCard websites at www.Visa.com and www.MasteK:ard.com.The Payment Brand roles provide that Customer Information and
Transaction Data is owned by the Payment Brand and the Customer. Paymentech also asserts some ownership rights In the Transaction Data to the extent It
belongs to the Payment Brand system. You are responsible for securing Customer information. You will not use any Payment Instrument or Customer
Information other than for the sole purpose of completing the transaction authorized by the Customer for which the Information was provided to you, or as
specifically allowed by the Payment Brand Rules,or required by law. Paymentech or any Payment Brand may Inspect Merchart!s premises and computers,and
the premises and computers of any company the Merchant has contracted with,for the purposes of verifying that Customer Information is securely stored and
processed,and is not used for any purpose other than processing the transactions to which it relates.
8 Certain Merchant Prohlbkions
You may not(i)accept Customer payments for previous Visa or Visa Electron charges; (ii)require a Customer to complete a postcard or similar device that
Includes the Customer's account number,Payment Instrument expiration date,signature,or any other account data in plain view when mailed;(iii)add any tax to
a Transaction unless applicable law expressly requires that you be permitted to Impose a tax;(iv)request or use a Payment Instrument amount number for any
purpose other than as payment for its goods or services,except to support Visa's Health Care Eligibility Service or Prepaid Load Network;(v)disburse funds In the
form of travelers cheques,if the sole purpose Is to allow the Customer to make a cash purchase of goods or services from you;(vi)accept Visa or Visa Electron
for the purchase of snip;or(vii)accept Visa Electron for a manual cash disbursement.You understand and acknowledge that all Visa BIN information provided by
us to you is proprietary and confidential information belonging to Visa. You must not disclose Visa BIN Information to any third party without prior written
permission from Visa. You understand and acknowledge that Visa may Impose conditions on,or permanently prohibit you from participating In the Visa program
for any reasons It deems appropriate,Including,but not limited to(1)fraudulent activity;(ti)submitting Transaction Data that does not result from an act between
you and the Customer(laundering);(ell)entering into this Agreement under a new name with the Intent to circumvent provisions of the Rules;(w)activity that
causes us to repeatedly violate the Rules;any other activity that may result In undue economic hardship or damage to the goodwill of the Visa system.
Specialized Rules for Retail Transactions
1 Presentation Of Payment instruments
You or your employee must examine each Payment Instrument presented to determine that the Payment Instrument presented is valid and has not expired. You
must exercise reasonable diligence to determine that the authorized signature on any Payment Instrument)presented corresponds to the Customer's signature on
the Transaction Data. You must not honor expired,Invalid,altered,counterfeit,or revoked Payment Instruments nor any Payment Instrument presented by any
person other than the proper Customer as evidenced by the authorized signature on the Payment Instrument. A Customer may authorize another person to use
his or her Payment Instrument for purchases,provided the user's signature appears on the back of the Payment Instrument. The signature on the back must
match the one on the Transaction Data. If the Payment Instrument is not signed,In addition to requesting an authorization,you may review positive Identification
as allowed by local and state law,such as a passport or driver's license,to confirm that the user is the Customer,record the Information and require the Customer
to sign the signature panel of the Payment Instrument prior to completing the Transaction. You should not complete a Transaction If the Customer does not
present his or her Payment Instrument or if you cannot obtain an electronic swipe record or physical imprint of the Payment Instrument(this includes mall,
telephone and Internet orders). By the submisslon of any Transaction Data to us,you will be deemed to warrant the Identity of the purchaser as the authorized
holier of the Payment Instrumen4 and If the Customer later denies making the purchase,you will not be able to rebut the Chargeback.
2 Completion Of Transactions
You must use a suitable Imprinter to legibly Imprint Payment Instruments on Transaction Data or, capture the Information from the Payment Instrument by
electronic data capture. A photocopy of the Payment Instrument is not an acceptable substitute for an imprint. If the account number is manually keyed into the
terminal,you must imprint the Payment Instrument Your name,location,city and state must match the Merchant plate on the Imprinter. You must notify us of
any changes to the Information on the Merchant plate. in addition to having the Customer sign the Transaction receipt,the Transaction date and dollar amounts
and other information must be clearly written or printed on the Transaction receipt or captured by an electronic device. A brief description of the goods sold or
service rendered must be provided on the Transaction receipt. Authorization/approval code numbers must be clearly recorded in the appropriate place on Ude
Transaction receipt. Never circle or underline any Informatlon on Ude Transaction receipt. Every Transaction Receipt and credit voucher must be imprinted(or
printed from electronic draft capture equipment)with the Customer's truncated account number and Merchant name. You will give the Customer a true and i
State of Texas Paye 8 of t0 Select Gw mment Merchant Payment Cad Processing Agreement-Rev.07109
completed copy of the Transaction Receipt or appropriate facsimile.If the Customees copy of the Transaction receipt or credit voucher is printed from electronic
draft capture equipment/terminal, it must comply Wb all applicable Payment Brand Rules and laws. You cannot require Customers to provide any personal
information as a condition for honoring Payment Instruments unless otherwise required by the Payment Brand Rules or law. Personal Information includes,but is
not limited to,a home or business telephone number,a home or business address,a social security number,or a photocopy of a driver's license. You cannot
retain or store full magnetic-stripe data,CW2, CVC2 codes or PIN data after the authorization of a Payment Transaction or Conveyed Transaction,except as
required to complete the transmission of such Transaction Data to us.
3 Forgeries/Counterfeit Payment Instruments
You should examine all notices received from us or from a Payment Brand to help you determine whether a Payment Instrument presented Is counterfeit. You
should attempt to retain the Payment Instrument while making an authorization request and then match any signature on the Payment Instrument with the one
on the Transaction receipt. You should compare the account number on the Payment Instrument to the account number printed on the receipt or displayed on
the terminal. You should examine each Payment Instrument to see if It looks genuine. You should use reasonable,peaceful efforts to recover any Payment
Instrument If you have reasonable grounds to believe such Payment Instrument is counterfeit,fraudulent or stolen. You will be solely responsible for your actions
In recovering/retaining Payment Instruments.
A Travel And Entertainment Services
At your option and as specified In the applicable sections of the Payment Brand Rules, Merchants may participate In one or more specialized travel &
entertainment services offered by any of the Payment Brands. Merchants offering travel and entertainment services must institute and comply with the
procedures set forth in the Payment Brand Rules.
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State of Taos Page 9 of to Select Govermment Merthant Payment Gni Process
Ing Agreement-Rev.07/09
Specialized Rules for Mail Order,Telephone Order and Internet Transactions
1 Completion Of Sale
You are responsible for determining that the purchaser is the person whose name appears as the Customer. If an account number Is transposed Into an Invalid or
inacaxate account number,the sale will result In a Chargeback. You must be authorized by us to accept Payment Instruments for mail,telephone,Internet and
pre-authorized orders,and you must have noted such on your application to us. All Information that would normally be Imprinted from a Payment Instrument
must be clearly written In the appropriate areas on the order or Transaction receipt. "Mag Order"or"Phone Order"should be written on the signature line of the
Transaction receipt.
2 Recurring Transactions
For recurring transactions,you must obtain a written request from the Customer for the goods and services to be charged to the Customer's account,specifying
the frequency of the recurring charge and the duration of time during which such charges may be made. You will not complete any recurring transaction after
receiving: (i)a cancellation notice from the Customer(g)notice from Paymentech or any Payment Brand that the Payment Instrument Is not to be honored;or
(ill)an authorization/approval code that the Payment Instrument Is not to be honored.You must include in your Transaction Data the electronic Indicator that the
transaction Is a recurring transaction.
Specialized Rules for Stored Value Transactions
1 Payment Instruments&Packaging
You may be obligated to purchase Stored Value Payment Transaction Payment Instruments("Gift Cards")from us or pay us a data transfer fee in Neu thereof.
Please check the pricing schedule of your Merchant Agreement to see if these requirements apply to you. If you are obligated to purchase Gift Cards from us or If
you elect to do so,we will arrange for the Gift Card production and may,at our option,Invoice you therefore,in lieu of electronically debiting your account. Any
such invoke will be payable upon receipt.Gift Cards,Packaging and Point-of-purchase marketing materials are available and priced an a per bundle basis,based
on current rates. AN production and delivery timeframes and costs provided by us are estimates only and we do not guarantee any specific date of delivery or
price for Gift Cards produced by third parties. You are responsible for all production costs and delivery charges for Gift Cards. The form and content of all Gift
Cards wig be subject to our approval.
2 Compliance and Warranties
You are solely responsible for compykhg with all applicable laws relating to your Gift Card program and you agree to indemnify and hold us hamaless from any
loss,damage or claim relating to or arising out of any failure to comply with applicable laws In connection therewith. You are solely responsible for monitoring the
legal developments applicable to the operation of your Gift Card program and ensuring that your Gift Card program complies fully with such requirements as In
effect from time to time. Merchant acknowledges that Paymentech cannot reasonably be expected to monitor and interpret the laws applicable to Its merchants,
and has no responsibility to monitor or interpret laws applicable to Merchant's business.
3 Fraud
You hereby agree p)that you are responsible for ensuring that at Gift Cards require activation at the point of sale; (M) to provide notification in writing to
Paymentech of any fraud losses by type by fifteen days following the end of each calendar quarter;(11)that you will be solely responsible for any and all value
adding and fraud losses and expenses relating to or arising from your Gift Card;(hv) to discourage transportation of groups of sequentially numbered Gift Cards;
and(v)to deactivate or otherwise remove all value from Gift Cards that have been compromised.You will be responsible for any fraudulent transactions involving
your Gift Cards,including,without Iknitation,the unauthorized activation of Gift Cards,reloading of existing Gift Cards(whether pursuant to a manual telephone
order or otherwise)with additional value,or the unauthorized replication of Gift Cards or Gift Card data for fraudulent transactions. Paymentech provides a
number of tools and options to help Merchant reduce Merchants risk of exposure for fraudulent transactions. We urge you to make use of any and all of such
tools as we may offer In order to help reduce the risk of such transactions. In particular,we recommend that you utilize only those vendors that have been
certified by Paymentech as having appropriate security measures in place to reduce the risk of counterfeit Gift Cards and the loss of sensitive Gift Card information j
that might result In unauthorized transactions,and we recommend that you promptly and frequently reconcile the transaction reports we provide to you against
your own Internal transaction records,and to report any unauthorized transactions to your account representative at Paymentech. Because manual Gift Card i
transactions(I.e.those Involving the activation or reloading of Payment Instruments over the telephone in cases where your terminals may be unavailable)pose a
higher risk of potential fraud,we urge you to pay special attention to these transactions and reconcile them on an even more frequent basis. In the event that j
you do not reconcile your transaction reports and promptly report any suspicious activity to us,Paymentech may not be able to assist you in canceling fraudulently
activated or reloaded Gift Cards,or in otherwise identifying the source of any fraud.
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State of Texas Page 10 of 10 Select Government Merchant Payment did Processing Agreement-Rev.07/09
ROUND ROCK, City Council Agenda Summary Sheet
PURPOSE.PASSION.PROSPERITY.
Agenda Item No. 11E2.
Consider a resolution authorizing the Mayor to execute a "Select Government Merchant
Payment Instrument Processing Agreement" with Paymentech, LLC/JPMorgan Chase
Agenda Caption: Bank, N.A.
Meeting Date: April 12, 2012
Department: Finance
Staff Person making presentation: Cheryl Delaney
Finance Director
Item Summary:
In conjunction with Depository and Banking Services contract,the City requested proposals from banks and vendors
to provide Merchant Services (credit card processing services). Our current contract with Bank of America expires in
May 2012. In January 2012,the City solicited proposals for merchant services to provide efficient and cost effective
banking services. The City is looking for a banking partner to provide state-of-the-art technology to assure that our
current banking needs would be met and that we would be able to incorporate technological changes and
improvements into our operations over the period of the contract.
The City received five (5) proposals which were evaluated as to who could provide the best value to the City.
Patterson & Associates assisted with the evaluation to provide a more accurate comparison based on their
experience in this area. After evaluating all the proposals, it has been determined that Chase Paymentech can
provide the best value for the City's merchant services.
Cost: Approx. $86,400 per year
Source of Funds: General& Utility Funds
Date of Public Hearing(if required): N/A
Recommended Action: Approval