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R-31-08 05/12/2008RESOLUTION Kr 3 V '0b RESOLUTION AUTHORIZING ACCEPTANCE OF PAYMENT OF WATER BILLS, FINES, COMMUTER PARKING PERMITS, AND VEHICLE STICKERS BY CREDIT AND DEBIT CARDS, AND THE EXECUTION OF A CONTRACT WITH MB FINANCIAL BANK WHEREAS, the Local Government Acceptance of Credit Cards Act (50 ILCS 345/1) provides authority for a unit of local government to accept payment of funds by credit and debit cards; and WHEREAS, the Village of Lemont desires to offer its residents the ability to pay for products and services by credit and debit card: and WHEREAS, the Village of Lemont has determined that MB Financial Bank can best provide the banking services required to implement this program; and WHEREAS, the contract attached hereto as Exhibit A outlines the terms and conditions of the services to be provided by MB Financial; WHEREAS, the Treasurer of the Village of Lemont has determined the acceptable financial transaction devices are: Visa, MasterCard, Discover Card, and Debit Cards; NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees as follows: Section 1: That the Village Administrator is hereby authorized to execute the Contract attached hereto as Exhibit A with MB Financial for credit and debit card services; Section 2: The Village of Lemont authorizes the acceptance of Credit and Debit Cards for payment of water bills, fines, commuter parking permits, and vehicle stickers. Section 3: This Resolution shall be in full force and effect from and after its passage, approval and publication in the manner provided by law. Section 4: The Village Clerk shall certify to the adoption of this Resolution and cause the same to be published in pamphlet form. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS ON THIS 12 day of ¥Iet�.l , 2008. I AYES NAYS PASSED ABSENT Debby Blatzer Peter Coules Clifford Miklos Brian Reaves Ronald Stapleton Jeanette Virgilio Attest: Lv z MERCHANT PROCESSING AGREEMENT This Merchant Processing Agreement ( "Agreement') is made and entered into between MB FINANCIAL BANK, N.A. ( "Bank "), and Village of Lemont ( °Merchant'). Bank's business includes the purchase of Credit and Debit Card ('Cards') transactions from Merchant and providing processing services related to Card transactions to Merchants. Merchant desires to accept payments for goods and services by honoring all valid Cards bearing the symbols of Visa U.S.A., Inc., Visa International and MasterCard International, Inc. ('Associations') or other Cards, pre approved, by Bank. In consideration of the representations and promises contained in this Agreement, both Bank and Merchant agree, as follows: 1. AGREEMENT 1.1 This Agreement includes all associated documents including, but not limited to, the Merchant Application, Fee Schedule, Processing Agreement, and Association Payment Card Industry Guidelines, which are incorporated herein and made a part of this Agreement by reference and will comprise the entire agreement between Bank and Merchant. 1.2 Bank provides processing services related to Card transactions by contracting with third party processors that facilitate transaction processing and authorization. 1.3 Bank will be Merchants' sole provider of Card processing services throughout this Agreement. 1.4 Merchant will present to Bank only valid transactions between Merchant and bona fide Cardholder. Merchant cannot present transactions that it knows or should have known to be fraudulent or not authorized by the Cardholder, or authorized by a Cardholder that is in collusion with Merchant or Merchant employees. Merchant will be held responsible for the acts of its employees. 1.5 Merchant understands that a violation of any provision(s) of this Agreement will result in termination of this Agreement by Bank, the reporting of Merchant and Principal information to MasterCard's Member Alert to Control High -Risk System (MATCH), and the imposition on Merchant of all fees associated with the violation. 1.6 Merchant agrees to all fees, discounts and other provisions of the Agreement, as amended from time to time. Merchant expressly authorizes Bank to debit Account on a daily, monthly or as applicable basis for the fees. The specific dollar amount of each fee is given in the Fee Schedule on the Merchant Application. Merchant understands that Bank may adjust the Agreement periodically upon thirty (30) days written notification to Merchant. Notification includes phone calls, monthly statement message, direct mail, or fax. - 3 - Exhibit A 2. MERCHANT DUTIES AND RESPONSIBILITES 2.1 Honor All Cards: Merchant shall honor, without discrimination, all valid Cards when properly presented to Merchant by the person whose name is embossed upon the face of the Card or an authorized user of the Card as payment for goods and services rendered to Cardholder by Merchant. Merchants that accept Cards may choose to accept Debit Cards only, Credit Cards only, or both Debit and Credit Cards and other Cards. Merchant may choose to halt accepting Debit Cards or other Cards by providing thirty (30) days advance written notice to Bank. Merchant shall not require a Cardholder, as a condition for honoring a Card, to sign a statement that waives the Cardholder's right to dispute the transaction with a Card Issuer. 2.2 Compliance with Rules and Regulations: Merchant agrees to complete all transactions according to the Association Operating Regulations, Payment Card Industry Data Security Standards (PCI DSS), and Bylaws and Rules (collectively 'Rules and Regulations'), presently in effect and as periodically amended. The Rules and Regulations are incorporated by reference and made a part of this Agreement as if they were set forth in full herein, The Rules and Regulations may be viewed at www.mastercard.com or www.visa.com or by appointment, at the Bank's premises or other location agreed upon by Bank and Merchant. Merchant also agrees to comply with all applicable federal, state and local laws ('Laws'), and Rules and Regulations, as amended from time to time. 2.3 Interchange: Merchant is responsible for periodic review of Association websites, www.mastercard.com or www.visa.com, respectively, to obtain then current Interchange rates, as may be amended by the Associations from time to time. Interchange rates/fees are a component of the Merchant discount rate. Interchange fees are established by the Association(s). Merchant acknowledges that Bank does not , in any way determine Interchange rates or define the qualifications for the respective Interchange rates or receive any portion of the proceeds from Interchange rates. 2.4 Cardholder Identification: Merchant cannot refuse to complete a Card transaction solely due to Cardholder refusal to provide additional identification information, except if the Cardholder has not complied with the conditions for presentment of a Card or as instructed by authorization center. Merchant may require additional identification from Cardholder if the information is required to complete the transaction, such as for shipping purposes. The additional information Merchant may request is: (i) Cardholder numeric address, (ii) Cardholder zip code, (iii) and Cardholder phone number. 2.5 Card Authorization: Merchant may complete the transaction only after the transaction has received credit approval, either by a computerized function or a direct telephone call to a designated telephone number to approve transactions (°Authorization'). Upon receipt of Authorization, Merchant may complete only the transaction authorized. Any completed transaction, which is not propedy authorized or is declined, is made with full recourse and may be retumed to Merchant. Merchant understands that, for all transactions, an Authorization confirms: (i) validation of valid Card number, (ii) validation of expiration date, (iii) current status of Card, (iv) and available credit. An Authorization is not a guarantee of acceptance or payment and may be subject to Chargeback. Merchant further understands that an Authorization does not waive any provision of this Agreement or otherwise validate a fraudulent transaction. 2.6 Payment Card Industry Data Security Standard (PCI DSS) Merchant agrees to fully comply with the provisions of PCI DSS, including the following requirements: (a) Build and Maintain a Secure Network (i) Install and maintain a working firewall configuration to protect data; (ii) Do not use vendor supplied defaults for system passwords and other security parameters. (b) Protect Cardholder Data (i) protect stored data; (ii) Do not store Card Verification Value 2 (CVV2) or full -track magnetic -stripe data; (iii) encrypt transmission of cardholder data and sensitive information across public networks. (c) Maintain a Vulnerability Management Program (i) use and regularly update anti-virus software; (ii) develop and maintain secure systems and applications. (d) Implement Strong Access Control Measures (i) restrict access according to "need to know° basis; (ii) assign unique ID to each person with computer access; (iii) restrict physical access to Cardholder data. (e) Regularly Monitor and Test Networks (i) Track and monitor all access to network resources and Cardholder data (ii) regularly test security systems and processes. (1) Maintain an Information Security Policy: maintain a policy that addresses information security. (g) Complete Self Assessment Questionnaire (provided by a certified vendor.) (h) Quarterly Network Scan (provided by a certified vendor.) Merchant agrees that any fees or fines associated with non - compliance of PCI DSS by Merchant will be assessed to Merchant by Bank. Merchant is subject to fines up to $500,000 per incident, from the Associations for any compromise and non - compliance of PCI DSS at the time of the compromise. 2.7 Disclosure of Card, Cardholder, or Transaction Data: (a) Merchant shall not sell, purchase, provide, exchange or in any manner disclose Card, Cardholder, or transaction information to any third party other than Bank, Associations, or in response to a government request. This prohibition applies to Card imprints, transaction receipts, carbon copies, mailing lists, tapes, or other media obtained as a result of a Card transaction. Merchant shall maintain any material including, but not limited to, systems and media (physical or electronic) containing Card, Cardholder, or transaction information ( "Data') in a secure manner and must destroy such Data, after the applicable retention period, in a manner that renders the Data unreadable. Disposal of Data in a secure manner is as follows: (i) hire or designate a records retention manager to supervise the disposal of Data; (ii) shred Data recorded on paper, (iii) erase all Data when disposing of computers, diskettes, magnetic tapes, hard drives, or any other electronic media that contains Data; (iv) effectively destroy the hardware and promptly dispose of outdated Data information. (b) Merchant shall not request or use Card, Cardholder, or transaction information for any purpose that it knows or should have - 4 - known to be fraudulent or in a violation of Bank and Association standards, or any purpose that the Cardholder did not authorize. (c) In the event a Merchant business becomes or is declared bankrupt or insolvent, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer, or enters into an agreement for the readjustment of all of its obligations, the sale or disclosure of databases containing Card, Cardholder, or transaction information, to third parties, as an asset of the Merchant is prohibited. With respect to an insolvent Merchant, all Cardholder transaction information must be returned to Bank or proof of Data destruction must be provided, acceptable to Bank in its sole discretion. (d) Merchant must notify Bank of a suspected loss or actual loss or theft of Card, Cardholder, or transaction information within 24 hours of Merchant discovery. Failure to notify Bank of a suspected loss or actual loss or theft of Card, Cardholder, or transaction information will result in a fine from the Association of $100,000.00 per incident and additional fines, termination of this Agreement and reporting as disclosed in section 1.5 of this Agreement. (e) Merchant and their approved Data Storage Entity ('DSE') must keep all systems and media containing Card, Cardholder, or transaction information (whether physical or electronic) in a secure manner so as to prevent access by, or disclosure to any unauthorized third party. Merchant and DSE must destroy all media not necessary to retain, in a manner that will render the Data unreadable. Only Card, Cardholder, and transaction Data may be stored, and then only to the extent permitted by Bank and Associations. (t) Merchant shall not ask a Cardholder to record Card information on the exterior of any order form or other similar device designed to be mailed. (g) Merchant must prominently and unequivocally inform Cardholder of the identity of the Merchant at all points during interaction with Cardholder. (h) Merchant must inform Bank promptly of the identity of any DSE that engages, or proposes to engage, in the processing, storage, or both of the Associations' data for the Merchant, whether directly or indirectly, regardless of the manner or duration of such activities. Failure to notify Bank of a DSE agreement will result in a fine of $100,000.00 per incident, additional fines by Bank, termination of this Agreement, and reporting as disclosed in section 1.5 of this Agreement. 2.8 Transaction Storage and Retrieval: Merchant is responsible for the storage of all Receipts, as defined in Section 2.12, and credit slips and agrees to retain copies of all Receipts and credit slips submitted to Bank for a period of two (2) years from the date of submission. Should a transaction come under dispute or otherwise be submitted to Bank for credit, Bank may request relevant transaction documentation from Merchant and Merchant agrees to furnish the requested documentation within len (10) calendar days after receipt of the request. Failure to timely produce the requested transaction documentation may result in the transaction being returned / Charged back to Merchant. Upon receipt of authorization request response, Merchant and DSE are prohibited from storing in any system, in any manner, for any period of time, discretionary Card related data, CVC /CVV 2 data, PIN data, Magnetic Strip data, Address Verification Service (AVS) Data, or any other prohibited Data. Bank and Associations permit storage of only the Card number, expiration date, and Cardholder name in a secure environment to which access is limited, and then only to the extent that this Data is required for bona fide purposes and only for the length of time that the Data is required for such purpose. 2.9 Charges to Cardholders: Merchant cannot require Cardholder to pay a surcharge, convenience fee, any of the Merchant discount, or any simultaneous finance charge in connection with a Card transaction. Merchant is permitted to charge a fee if the fee is imposed on all like transactions regardless of the form of payment used. 2.10 Minimum f Maximum Transaction Amount: Merchant cannot require, or post signs indicating a minimum or maximum transaction amount to accept a valid Card transaction. 2.11 Prohibited Transactions: Merchant shall not submit for payment to Bank any transaction (i) that represents the refinancing or transfer of an existing Cardholder obligation that is deemed to be uncollectible; (ii) that arises from the dishonor of a Cardholder's personal check; (iii) that arises from the acceptance of Card at terminals that dispense scrip; or that arises from (iv) selling of lottery tickets; (v) intemet gambling; (vi) child pornography; (vii) Adult content; (viii) weapons; (viiii) transaction that was previously charged back to the Merchant; (x) cash advance; or (xi) a transaction with a blank authorization amount. 2.12 Sales Transaction Receipt:: When a Card is presented as payment, Merchant must prepare an electronically /computer generated sales receipt or an imprinted sales receipt ('Receipt'), in accordance with the Associations' PCI DDS Guidelines and Rules and Regulations which include, but are not limited to the following: (a) All goods and services purchased in a single transaction shall be included in the total amount of the sales draft. Specifically, Merchants may not use two (2) or more Receipts for a single transaction to avoid Authorization limits. (b) The Receipt shall contain information, as follows: (i) Cardholder's name, if applicable (ii) truncated Card number (iii) expiration date; (iv) Merchant name and address; (v) the total sale price (including applicable federal, stale and local taxes) (vi) transaction date (vii) Authorization number; and (viii) signature of the Cardholder. A valid Cardholder signature is defined as an actual signature on back of Card. If a Card has a signature of See ID or something other than the embossed name on front of Card, the Card is invalid. The Card cannot be processed. (c) When a Card is present, the Merchant shall deliver a completed copy of the Receipt to the Cardholder. 2.13 Mall, Telephone, Pre - authorized, and Electronic Commerce (Card Absent Transactions): (a) Card- Absent Transactions are transactions completed where the Cardholder and Card are not present. A Mail Order, Telephone Order, or Electronic Merchant shall have a (I) permanent establishment through which transactions are completed, (ii) a valid business license for the business, (iii) a local address for correspondence and judicial process (post office box or mail forwarding address shall not meet this requirement), and the (iv) Merchant shall pay taxes relating to the sales activity. Merchant cannot bill Cardholder for goods prior to actual shipment of such goods. Merchant shall not accept Card Absent Transactions without the express prior written authorization of Bank. Card - Absent Transactions accepted without Bank's prior written authorization are in breach of this Agreement and cause for immediate termination. (b) For any preauthorized transactions, Merchant must obtain (i) written request from the Cardholder for such goods and/or services, (ii) authorization for payment through the use of a Card, (iii) the frequency of the preauthorized charge, (iv) the duration of time such preauthorization charge can be made. Merchant shall not complete any preauthorized transaction: (I) after receiving a cancellation notice from the Cardholder or Bank; (ii) after a request for Authorization has been denied. (c) For E- Commerce ( "EC °) transactions, Merchant's website must be secured by 128 bit encryption at all times when Cardholder information is obtained. Merchant agrees to prominently post on Merchant's web site: (t) its Cardholder data privacy policy, (ii) method of transaction security used on Merchant's Web site; (iii) a complete - 5 - description of products offered; (iv) Merchant's return /refund policy; (v) a method for Cardholder to accept Merchant's return/refund policy; (vi) a direct telephone number and physical address including country for customer service inquiries; (vii) transaction currency (U.S. dollars, unless permission is otherwise received from Bank); (viii) any applicable export or legal restrictions; and (viiii) Merchant's delivery policy. Merchant may not refuse to complete an EC Card transaction solely because the Cardholder does not possess a digital certificate. 2.14 Future Delivery Transactions: (a) Future delivery transactions are transactions that require payment (full payment, deposit, or partial) for goods or services to be delivered or performed at a later time. Merchant shall not accept a Card payment representing a deposit or partial payment for goods or services to be delivered or performed in the future, except with the express prior written authorization of Bank. The acceptance of a Card for payment or partial payment of future delivery transactions without Bank's prior written authorization shall be a breach of this Agreement and cause for immediate termination. If Merchant has obtained prior written authorization to accept Cards for payment of future delivery transactions, then Merchant shall complete such Card transactions in accordance with the terms set forth in this Agreement and the Rules and Regulations. (b) For transactions involving delayed delivery of merchandise or services, the Merchant shall prepare a Receipt upon receiving a deposit and a second Receipt upon receiving the balance. Merchant shall note upon the Receipt the words °deposit° or "balance" as appropriate. Merchant further agrees that it will not forward to Bank the Receipt marked 'balance" until the goods have been delivered and accepted by Cardholder or the services have been fully performed by Merchant to Cardholder's satisfaction. Merchant represents and warrants that Merchant shall not depend upon the proceeds of a sale of goods or services for future delivery to acquire or otherwise provide such goods or services. 2.15 Display of Service Marks: Merchant shall prominently display the Associations service marks and promotional materials supplied by Bank to inform Cardholders that Cards will be honored at the Merchant's place of business. Use of service marks is subject to the direction of Bank. Merchant shall not use any service marks associated with Associations in any way that implies to the Cardholder that Associations endorses any of the goods and services sold by Merchant. Merchant's rights to use or display the Associations service marks will cease upon the termination of this Agreement or when Bank notifies Merchant to cease use and display of the service marks, whichever occurs first. 2.16 Return Merchandise and Adjustments: (a) Merchant's policy for the exchange or return of goods sold and the adjustment for services rendered ('Credit ") shall be disclosed properly to the Cardholder at the time authorization is given to Merchant by Cardholder. Proper disclosure is deemed to have been given only if Merchant's refund policy is printed legibly on all copies of the Receipt, in letters Y. inch high and in close proximity to the Cardholder signature line, or on an invoice presented to the Cardholder at the time of the transaction, stating 'NO REFUND' or °EXCHANGE ONLY' or "IN STORE CREDIT ONLY °, as applicable, or using equivalent language. Merchant understands that proper disclosure does not guarantee avoidance of Chargeback. If proper disclosure is given before a Card transaction is processed, Merchant may (i) refuse to accept goods in return or exchange and refuse to issue a refund to Cardholder, or (ii) accept returned goods in exchange for Merchant's promise to deliver goods of equal or greater value from Merchant at no additional cost to Cardholder. (b) If Merchant does not make the applicable disclosures, a refund or Credit, evidenced by a credit slip, must be given to the Cardholder. Merchant shall deliver a completed copy of the credit slip to the Cardholder. Merchant shall not issue cash or check refunds where goods and services were originally paid for through a Card transaction. Merchant understands that issuing Credit other than the original form of payment to Merchant is a direct violation of this Agreement. 2.17 Scrip- dispensing Terminals: Merchant shall not purchase or accept terminals that dispense scrip. 2.18 Card Recovery: If a Merchant has reason to believe a presented Card is either lost, stolen, fraudulent or counterfeit, Merchant shall retain the Card by peaceful means only, and notify appropriate persons at Bank pursuant to the terms of this Agreement. 2.19 USA Patriot Act: In accordance with Section 326 of the USA Patriot Act, Merchant acknowledges that Bank requires Merchant to provide documentation which verifies the identity of Merchant, prior to providing any Card processing services to Merchant. Merchant agrees to provide Bank with any identifying documentation requested. 2.20 Change In Business: Merchant shall provide Bank thirty (30) calendar day's prior written notice of its intent to: (a) Change the basic nature of its business, including selling any merchandise or services not related to its current business; (b) Initiate mail order, telephone order, e- commerce sales or future delivery sales; (c) Transfer or sell any substantial part of its total assets, or liquidate; (d) Change ownership or transfer control of its business; andlor (e) Enter into any joint venture or business arrangement where any interest in Merchant's business is transferred to a party or entity not currently a part of this Agreement. Should any of the changes listed as items 2.19 (a) through (e) occur, Bank may, in its sole discretion, either renegotiate the Fee schedule and terms of this Agreement or provide notice of immediate termination of this Agreement. 2.21 Card Discrimination: Merchant must not engage in any acceptance practice that discriminates against or discourages the use of one Association card in favor of any other Association card. 3. MERCHANT ACCOUNTS 3.1 Required Merchant Account: (a) Merchant is required to maintain a depository account with Bank or other financial institution during the term of this Agreement ('Settlement Account'). All credits for transactions purchased by Bank and debits for fees, charges, Chargebacks and discount pursuant to this Agreement shall be made to and from the Settlement Account. Merchant is solely liable for all fees and costs associated with the Settlement Account and for any charges the Settlement Account may incur due to debits initiated by Bank. Merchant may not close or change the Settlement Account without prior written notice to Bank. (b) On a monthly basis, the Bank will debit the Settlement Account for the discount and other fees as defined in the Fee Schedule. Merchant agrees to maintain, at all times, sufficient funds in the Settlement Account to pay for all debits made to the Settlement Account pursuant to this Agreement. If monthly fees are returned to Bank due to Merchant error with Settlement Account, (i) going forward fees will be deducted on a daily basis until Settlement Account issues have been rectified at the sole discretion of Bank (ii) Merchant agrees to directly pay to Bank any such fees assessed under the terms of this Agreement, within two (2) calendar days of Bank's written request. - 6 - 3.2 Reserve Account: In addition to the Settlement Account required by section 3.1 of this Agreement, Bank may, at its option, require the establishment of an additional interest bearing account, in such amount as shall be determined by Bank in its sole discretion, to secure the performance of Merchant's obligations under this Agreement ( "Reserve Account "). The reserve amount is calculated by Card Annual Sales Volume multiplied by 2.5 %. The Reserve Account must be maintained at Bank. The Reserve Account may be funded through any or all of the following: (a) Direct payment by Merchant: At the written request of Bank, Merchant will deposit funds into the Reserve Account in the amount requested by Bank within two (2) calendar days of the request. Failure of Merchant to fund the Reserve Account within two (2) calendar days of Bank's request will result in immediate termination of this Agreement by Bank; (b) The proceeds of transactions purchased by Bank; and / or (c) The debit of funds by Bank from Settlement Account or other account(s) owned by Merchant or Merchant's guarantor with Bank or other financial institution ( "Transfer Account(s)'). Settlement Account, Reserve Account and Transfer Account(s) are hereafter collectively referred to as ( "Accounts "). Merchant acknowledges that it has an obligation pursuant to this Agreement to maintain at all times a balance in the Accounts sufficient to protect Bank against losses resulting from Merchant's transactions. Funds in the Reserve Account shall remain in the Reserve Account for 270 calendar days following termination of this Agreement or the date of Merchants last Chargeback or transaction, whichever is later, provided however, that Merchant shall remain liable for all liabilities occurring beyond such 270 day period. 3.3 Security Interest: Merchant grants Bank a security interest in and a lien on (i) Receipts submitted to and processed by Bank, (ii) Merchant's rights to receive any credits or payments pursuant to this Agreement and (iii) in the Accounts. Merchant authorizes Bank to make such transfers ! debits ! credits to the Accounts as permitted by this Agreement. Merchant shall execute any documents and obtain documents from the financial institution where the Accounts may be maintained as requested by Bank to maintain and evidence its security interest in the Accounts. Bank shall maintain a security interest in the Accounts throughout the term of this Agreement and for the period of time after termination of this Agreement or Accounts, that Bank may be held responsible for returns or Chargebacks, under the Rules and Regulations, for purchased transactions. The security interest shall secure all of Merchant's obligations under this Agreement, including all amounts due and owing Bank pursuant to this Agreement and Chargebacks. Merchant represents and warrants that no other person or entity has a security interest in the Accounts. Merchant shall obtain from Bank written consent prior to granting a security interest of any kind in the Accounts to a third party. 3.4 Recoupment & Set Off: Bank has and shall have the right of recoupment and setoff against the Accounts. Bank may deduct, offset, recoup and withhold any uncollected amounts owed to Bank from amounts Bank may owe Merchant pursuant to this Agreement. 4. RIGHTS AND DUTIES OF BANK 4.1 Acceptance of Transactions: Bank will accept all Receipts deposited by Merchant that comply with the terms of this Agreement and the applicable Rules and Regulations. The submission of Receipts to Bank through processing services provided by Bank serves as an endorsement from Merchant to Bank of the validity of the Receipts representing transactions. Bank will initiate debits, credits and adjustments to Accounts based upon transactions processed. All debits, credits and adjustments made are subject to final audit by Bank. Bank will make adjustments for any discrepancies discovered. Merchant acknowledges that all credits to Merchant are provisional and subject to Chargebacks and other adjustments authorized by this Agreement and the Rules and Regulations. Final credit will be granted at a time and upon additional terms as Bank may require. 4.2 Right to Payments: Bank has the sole right to receive payments on Receipts submitted to Bank by Merchant unless refused by Bank or returned to Merchant, pursuant to section 5 of this Agreement. Merchant will not accept payments with respect to any Receipts submitted to Bank and hereby assigns to Bank all of its right, title and interest in and to all Receipts submitted to Bank. In the event Merchant receives a payment due to Bank, Merchant shall promptly remit such payment to Bank. 4.3 Restriction of Funds: Merchant acknowledges that Bank will monitor Merchant's transaction activity. Merchant agrees that Bank may restrict funds deposited in Accounts or postpone credit to Accounts for transactions which Bank, in its sole discretion, believes are fraudulent or suspicious. Bank will make good faith efforts to notify Merchant as soon as unusual or suspicious transactions are detected. Bank shall have no liability for any losses, either direct or indirect, which may result from a restriction of funds held in the Accounts or delay in credit to the Accounts. Any funds restricted or delayed will not earn interest and will be released at such time that questionable, suspicious or fraudulent transactions have been resolved to the Bank's satisfaction. 4.4 Inspection of Books and Records: Bank may request and Merchant agrees to furnish, upon seven (7) calendar days written notice, such financial statements and information concerning Merchant or its officers, shareholders, managing agent, partners and/or guarantors as Bank may, from time to time, request. During Merchant's normal business hours, Bank or its duly authorized representatives may examine the books and records of Merchant, including records of all transactions previously purchased by Bank or presented for purchase by Merchant. 4.5 Disclosure of Merchant Information: Merchant acknowledges that Bank is required to report to Associations via the MATCH file: (1) the Merchant's business information; and (ii) Merchant's Principals and guarantors information, including name, address, and social security number. Merchant acknowledges that Bank may be requested to report stated information about Merchant and Merchant's Principals and guarantors in the event of a financial loss, fraud, or investigation of Merchant activity to Card Issuers and/or their agents. Merchant waives any claim it may have against Bank for disclosures made by Bank in accordance with this Agreement. Furthermore, Merchant shall hold harmless Bank for any claims, losses or liabilities that Merchant may incur as a result of such disclosure. 5. REVOCATION OF TRANSACTION ACCEPTANCE 5.1 Chargebacks: Merchant agrees that Bank may refuse to accept a transaction for any reason permitted under the Chargeback Rules. Bank may also revoke its prior acceptance of a transaction resulting from a Chargeback. If Merchant is not able to remedy the Chargeback or provide transaction documentation as required in Section 2.11 of this Agreement, Bank is authorized to debit the disputed amount previously paid to Merchant from Accounts. If Accounts do not contain sufficient funds to satisfy the debits resulting from Chargebacks, Merchant shall pay directly to Bank any uncollected portion of the debit within two (2) calendar days of Bank's written request. If a Chargeback is received for $1,000 or greater, the Accounts may be charged for the full amount of the chargeback until the chargeback is remedied by Merchant and accepted by Bank. - 7 - 5.2 Dispute of Chargeback: If Merchant desires to dispute a Chargeback, Merchant must do so within ten (10) calendar days from the date of the Chargeback. Bank will not investigate, reverse or make any adjustment on Merchant's behalf if a Chargeback dispute is not received within stated time period. To initiate a Chargeback dispute, Merchant must obtain the date of the debit being disputed and the Cardholder's name and contact Bank, as provided in section 12 of this Agreement. Supporting transaction documentation must be provided as required by Section 2.10 of this Agreement. 5.3 Resolution of Chargeback: Merchant is liable to Bank for repayment of all valid Chargebacks for a period of 160 days after the transaction date, or the date when services, paid for by a card transaction, are completed. Bank will comply with the Rules and Regulations with respect to processing any Chargebacks that result from Cardholder disputes. However, all disputes that are not resolved through established Rules and Regulations must be resolved between Merchant and the Cardholder directly. Merchant will indemnify and reimburse Bank for any and all liabilities, losses, claims, damages, costs and expenses, including attorney's fees, which Bank may incur due to a Cardholder dispute or claim that is pursued through proceedings not governed by the Rules and Regulations. 5.4 Excessive Chargebacks: Merchant agrees that if Bank receives, for two consecutive calendar months, Chargeback's relating to Card transactions processed by Bank on behalf of Merchant, in excess of one percent (1 %), such Chargeback's will be deemed to be excessive under this Agreement. Excessive Chargeback's will be a breach of this Agreement and cause for immediate termination. The Chargeback percentage is calculated by number of Chargeback's received in that calendar month, divided by the number of sales transactions received by Merchant in the preceding month. In addition, Bank may take such actions as it deems reasonable, including, but not limited to the creation of a Reserve Account pursuant to Section 3.2, or such other actions as may be authorized by the Rules and Regulations. 6. EQUIPMENT LEASE, RENTAL, AND PURCHASE 6.1 Equipment Lease: Merchant may lease from Bank authorization terminals, receipt printers and imprinters ('Equipment ") to be used to process transactions pursuant to this Agreement ( "Equipment Lease'). In the event Merchant elects to lease Equipment from Bank, Merchant agrees, for the term of the Equipment Lease, as follows: (a) To pay Bank the monthly lease fees as specified on page 9 Section 2 of this Agreement. (b) To protect Equipment from loss, theft, and/or damage; (c) That Merchant will not sell, pledge, loan or in any way allow a security interest or any legal encumbrance to attach to the Equipment; and (d) To allow Bank and its designated representatives reasonable access to Merchant's premises for the inspection, repair, removal, modification, installation and relocation of Equipment, as necessary. If Merchant terminates Agreement prior to the completion of the Lease term, Merchant is responsible for all remaining Lease payments. Merchant will be responsible for any damage to the Equipment subject to this Equipment Lease after delivery to Merchant, reasonable wear and tear excepted. Once Lease Agreement is completed, Merchant owns Equipment. 6.2 Equipment Rental: (a) Merchant may rent Equipment from Bank to be used to process transactions pursuant to this Agreement. In the event Merchant elects to rent Equipment from Bank, Merchant agrees as follows: (i) To pay Bank the monthly rental fees as specified on page 9 Section 2 of this Agreement; (ii) To protect Equipment from loss, theft, and/or damage; (iii) That Merchant will not sell, pledge, loan or in any way allow a security interest or any legal encumbrance to attach to the Equipment; and (iv)To allow Bank and its designated representatives reasonable access to Merchant's premises for the inspection, repair, removal, modification, installation and relocation of Equipment, as necessary. Merchant will be responsible for any damage to the Equipment after delivery to Merchant, reasonable wear and tear excepted. (b) The Equipment Rental shall expire upon termination of this Agreement or thirty (30) calendar days after either party to this Agreement gives notice of its intent to terminate the Equipment Rental, whichever occurs first. Once Equipment Rental or this Agreement is terminated, Merchant will return all Equipment to Bank or shall permit Bank to enter Merchant's premises to take possession of and remove the Equipment. 6.3 Purchase of Equipment: Merchant shall have the right to purchase Equipment at a price to be determined by Bank. Equipment, when purchased by Merchant, will become the property of the Merchant. Payment for Equipment and applicable shipping charges will be made to Bank by direct debit to Settlement Account. 6.4 Third Party Software I Hardware ( "Solutions "): Merchant may elect to use Solutions and supplies provided by third parties not party to this Agreement. Bank makes no warranty whatsoever concerning any Solutions or supplies provided by others who are not a party to this Agreement. The third party will act as Merchant agent for the delivery of transactions to Bank via third party's Solutions. Merchant accepts responsibility for service contracts for third party software Solutions. Merchant assumes full responsibility and liability for third party's failure to comply with Rules and Regulations and for losses incurred by Merchant resulting from error or malfunction of third party Solutions. 6.5 Existing Solutions: Existing Solutions owned by Merchant prior to Agreement that become inoperative or non compliant with PCI DSS is the responsibility of the Merchant. In the case of non compliant Solutions, Merchant will be required to upgrade to a Solution compliant with PCI DSS and Association Best Practice Guide, 7. DEFINITIONS Account Number - An Issuer assigned number that identifies a Cardholder's account. Acquirer - Merchant Bank that acquires transaction information from Merchant. Address Verification Service (AVS) - Service through which Merchant may verify a Cardholder's billing address prior to completing a manually entered transaction. Address Verification Service Fee - Fee charged to Merchant for each AVS attempt. Adjustment - Transaction submitted through Interchange to correct an out -of- balance batch situation identified during Settlement or terminal balancing process. Authorization - Inquiry on every communication attempt from your point of sale device. Assessment - Fee established and charged by Associations to settle bankcard transactions. Authorization Fee - Fixed fee assigned by Bank for all authorization attempts. Bankcard - Association Card issued by a bank or other financial institution. Bankcard Authorization Fee - Fee charged to Merchant for each bankcard electronic authorization requests. Bankcard Transaction Fee - Fee charged to Merchant for each bankcard ticket captured. - 8 - Batch - Merchant daily total transactions, including sales and credits. Card Issuer - Financial Institution that issues Cards. Card - Absent Environment - Environment where a transaction is completed when the Cardholder and Card, are not present. Card - Present Environment - Environment where a transaction is completed when the Cardholder and Card are present while the Merchant is not always present (e.g. Card Activated Terminal). Card Verification Value 2 - Unique check value generated using a secure cryptographic process. Value is processed at the time of the transaction to validate Cardholder Identification. Cardholder - Individual to whom a Card is issued to or who is authorized to use Card. Cardholder Information Security Program - Program developed by Association that defines the standard of due care and enforcement for protecting sensitive Cardholder information. Chargeback - Transaction returned to Acquirer from Issuer. Chargeback Period - Period in which Merchant must supply Bank supporting documentation for chargeback. Chargeback Arbitration - Process where Association determines financial liability between Issuer and Acquiring Bank for Interchange transactions that are presented and charged back. Chargeback Arbitration Fee - Fee charged to Merchant for Chargeback Arbitration. Chargeback Fee - Fee charged to Merchant for Chargeback. Compliance - Process where Association resolves dispute between Issuer and Acquirer Bank arising from violations of Associations Rules and Regulations. Compliance Fee - Fee charged to Merchant for Compliance dispute. Credit Transaction - Merchant's refund or price adjustment credited to a Cardholder account. Decline Transaction - Authorization response indicating that the Transaction is declined and the Card is not be honored. Electronic Commerce Merchant - Merchant that conducts the sale of goods or services electronically over the intemet. Electronic Commerce Transaction - Transaction conducted over the internet. Transaction may be entered by Cardholder or Merchant on Cardholder's behalf. Electronic Imprint - Reading and printing or capturing Card Magnetic Stripe information at a Terminal or Chip reading device. Electronic Transaction Receipt - Transaction receipt where the terminal generated the required data that is printed on the Transaction receipt. Discount Rate - The percentage rate established by Bank used to determine Bankcard processing fees. Fee Class - Association interchange program in which the Merchant is enrolled. Fee class categories are Retail Card Present or Mail/Telephone/Internet Order (Card Not Present). Inactivity Account Fee - Fee charged to Merchant for each account with no transaction volume in a thirty (30) day period. Interchange - Fees established and charged by Associations for Issuing Banks to settle Bankcard transactions and obtain payment from Acquirer. Interchange Plus Pricing - Bankcard transactions are charged Interchange and Assessment rates as established by Association for the fee class in which the Merchant is enrolled. Bank assesses Bankcard transactions an additional percentage. Monthly Minimum Fee - Minimum processing charge per month. Monthly Account Fee - Fee charged to Merchant for Account maintenance, Monthly Equipment Lease Fees - Fee charged to Merchant for lease of hardware solutions. Offline Debit Transaction - Association Card transaction captured electronically without Cardholder entering a Personal Identification Number. Online Debit Transaction - Transaction captured electronically utilizing a Personal Identification Number entered by Cardholder into a hardware solution. Principal - Owners /Partners /Officers as listed on page 1 section 2 of this Agreement. Online Debit Transaction Fee - Fee charged for each transaction captured via Electronic Pin Pad Terminal. Non•Bankcard Transaction Fee - Fee charged to Merchant for each captured ticket on non Association Cards. Non - Bankcard Authorization Fee - Fee charged to Merchant each electronic authorization request on non Association Card. Qualified Discount Rate - Process that transaction data is captured electronically at Merchant address that corresponds with the fee class Merchant is enrolled. Returned ACH Fee - Fee charged to Merchant for each returned ACH. Scrip Transaction - Transaction conducted with POS terminal requiring a PIN that produces vouchers for redemption of cash at a Merchant location. Supply Shipping Fee - Fee charged to a Merchant for shipment of supplies. Fee is not assessed when Merchant requests branch pick up. Statement Reprint Fee - Fee charged to Merchant for each reprint of a monthly processing statement. Transaction Reversal Fee - Fee charged to Merchant for each transaction reversed due to Merchant error. Termination Fee - Fee charged to a Merchant for terminating contract prior to cancellation dale. Weekly Statement Fee - Fee charged to Merchant for weekly batch report. Voice Authorization - Authorization request made by Merchant via a phone call. Phone call includes collect calls, telegrams, fax, and telexes. Voice Authorizations Fee - Fee charged to Merchant for each voice authorization attempt. 8. WARRANTIES AND REPRESENTATIONS Merchant warrants and represents to Bank, as follows: 8.1 That each Receipt or other evidence of transaction delivered to Bank will represent a bona fide sale to a Cardholder by Merchant for the amount shown on the Receipt as the total sale and constitutes the binding obligation of the Cardholder, free from any claim, demand, defense, setoff or other adverse claim which may be raised by Cardholder; 8.2 That each credit slip issued by Merchant will represent a bona fide refund or adjustment with respect to a Cardholder transaction for which a Receipt has been accepted by Bank; 8.3 That each transaction will be initiated and completed in compliance with the requirements set forth in Section 2 of this Agreement and the Rules and Regulations; 8.4 That Merchant will comply fully with all Rules and Regulations and all applicable Laws including, but not limited to, the Federal Truth In Lending Act and the Consumer Credit Protection Act; 8.5 That none of the Receipts represent transactions by telephone, mail, electronic commerce / internet or future delivery transactions, unless Merchant is specifically authorized in writing, under this Agreement, to submit such transactions to Bank for purchase; and 8.6 That Merchant has not been terminated from processing Bankcard transactions by any other Bank, card processor or Association(s). - 9 - 9. LIMITATION OF LIABILITY; INDEMNIFICATIONS 9.1 Indemnification: Merchant shall indemnify and hold Bank harmless from any and all liability, loss, damage, costs (including attorneys' fees), claim, dispute, offset, and counterclaim which may arise as a result of Merchant's breach of this Agreement, the Rules and Regulations and /or applicable Laws. 9.2 Limitation of Liability: Bank will perform all services provided pursuant to this Agreement according to reasonable industry standards. In no event shall Bank's cumulative liability to Merchant exceed the amount of net processing fees paid by Merchant to Bank in the calendar month immediately preceding Bank's breach. Merchant agrees that the damage provisions are reasonable in light of any foreseeable damages and that Bank's fees for services pursuant to this Agreement are insufficient to insure against greater claims. IN NO EVENT WILL BANK HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO OR COULD HAVE BEEN REASONABLY FORESEEN BY BANK. 10. PROCEDURES FOR DISPUTE RESOLUTION; WAIVERS OF TRIAL AND CERTAIN FORMS OF RELIEF If any disagreement, dispute, claim or controversy ( "Dispute') arises which is related to this Agreement, the interpretation of this Agreement or the performance of this Agreement, then the procedures and restrictions set forth below will be used to resolve any Dispute: BOTH PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY ARE WAIVING THEIR RIGHT TO BRING A LAWSUIT WITH REGARD TO ANY DISPUTE AND SPECIFICALLY ARE WAIVING THEIR RIGHT TO A TRIAL BY JURY. IN ADDITION, THE PARTIES ARE WAIVING THEIR RIGHT TO RECOVER PUNITIVE DAMAGES AND WAIVING THEIR RIGHT TO OBTAIN EQUITABLE RELIEF AGAINST THE OTHER PARTY. 10.1 MEDIATION: The parties agree that they shall submit all Disputes to non - binding mediation in Chicago, Illinois. Either party may, when a Dispute arises, serve upon the other party a written demand for mediation. Promptly upon receipt of that demand for mediation, the parties shall take the necessary steps and pay the required fees to have the Dispute mediated as soon as practicable by an independent professional mediator acceptable to both parties. If the parties are unable to agree upon and select a mediator within ten (10) calendar days after the delivery of the notice of demand for mediation, then the parties agree to proceed with mediation before the American Arbitration Association ( "AAA') and the selection of the mediator shall be in accordance with the procedures and rules of the AAA. The parties agree to exercise their best efforts to convene at least one formal mediation session within thirty (30) calendar days after the selection of the mediator. The mediation will be regarded as settlement negotiations and, therefore, any and all statements or communications made by and /or between the parties during the course of the mediation shall not be referenced, relied upon or sought to be introduced into evidence in connection with any subsequent proceeding. The parties shall share equally the fees and expenses charged by the mediator and /or the AAA. Each party will bear all of its other costs in connection with the mediation, including, but not limited to, attorney's fees. 10.2 ARBITRATION: If the Dispute is not resolved within thirty (30) calendar days after the formal mediation conference is concluded, then the parties agree to submit the Dispute to binding arbitration before the AAA in Chicago, Illinois. The arbitration will be conducted in accordance with the procedures provided for in this Agreement and the applicable rules of the AAA in effect as of the date of this Agreement ( "AAA Rules "). If there is a conflict between the procedures set forth in this Agreement and the AM Rules, then the procedures provided for in this Agreement shall control. The arbitration will be conducted before a panel of three (3) arbitrators ('Arbitration Panel ") to be selected in accordance with the AAA Rules. Any issue concerning whether and /or to what extent the Dispute or any aspect of the Dispute is subject to arbitration shall be decided by the Arbitration Panel. Any issue concerning the application, interpretation or enforceability of the dispute resolution procedures provided for in this Agreement shall be decided by the Arbitration Panel. The parties will exercise their best efforts to convene the arbitration hearing within ninety (90) calendar days after the appointment of the Arbitration Panel. The Arbitration Panel may not award any equitable or non - monetary relief of any kind (e.g., injunction, restraining order, and specific performance). The Arbitration Panel may not award any punitive damages or any other damages not measured by the prevailing party's actual losses. No discovery (e.g., depositions, interrogatories) will be permitted in connection with the arbitration unless it is expressly authorized by the Arbitration Panel upon a showing of substantial need and good cause by the party seeking discovery. The arbitration proceedings shall be and remain confidential; the parties agree that they will not disclose the existence, content or results of the arbitration, except to the extent necessary to enforce the arbitration award and /or to comply with legal or regulatory requirements. 11. TERMINATION 11.1 Termination without Cause: This Agreement will become effective upon signing and may be terminated at any time by Merchant upon thirty (30) calendar days' written notice of termination from Merchant to Bank. During the thirty (30) calendar day time period, Card processing must continue through Bank. If written notification of termination is not received thirty (30) calendar day's prior to the termination date, merchant will be assessed a $1,000.00 termination fee per account number assigned. 11.2 Termination with Cause: Notwithstanding section 11.1, Bank may terminate this Agreement immediately and without notice to Merchant for the following reasons: (a) Merchant's default in performing under any provision of this Agreement, including but without limitation, any failure to follow applicable Laws and the Procedures and Rules and Regulations incorporated into this Agreement; (b) Any misrepresentation by Merchant, (c) Upon commencement of bankruptcy or insolvency proceedings by Merchant; (d) Bank reasonably believes that Merchant processes transactions that involve elements of fraud or are otherwise unauthorized transactions; (e) Bank reasonably deems itself insecure in continuing this Agreement; (f) Any significant circumstances that create harm or loss of goodwill to the Associations' Interchange System; or (g) Bank reasonably believes that Merchant is not in compliance with Association(s) security requirements, such as those relating to transaction information, storage, and disclosure and PCI DSS. 11.3 Obligations after Termination: In the event of termination, Merchant expressly authorizes Bank to discontinue Bank's purchase and payment on Card transactions. Transactions that are in the process of being collected, on the termination date, will be collected and funds will be placed and held in Merchant's Accounts until Merchant pays all outstanding charges or losses. Merchant's obligations under this Agreement shall remain in force with respect to all transactions purchased by Bank under this Agreement before such termination, including but not limited to, Chargebacks, items presented for collection, - 10 - unpaid but accrued discount and other fees and rental charges, Any balance remaining in the Accounts after Chargeback rights have expired and all accrued fees have been collected, will be disbursed to Merchant. 12. NOTICES All notices required or permitted pursuant to this Agreement will be deemed delivered on the date that such notice shall be (i) mailed by certified mail, return receipt requested, postage prepaid, (ii) delivered to an overnight mail service or courier messenger service and /or (iii) sent by facsimile transmission, confirmation of delivery received, as follows: (a) If to Bank: MB FINANCIAL BANK, N.A. ATTENTION: MERCHANT SERVCES DEPARTMENT 6111 NORTH RIVER ROAD ROSEMONT,ILLINOIS 60018 Phone: 847.653.1025 Fax: 847.6510437 (b) If to Merchant: All notices required under this Agreement will be forwarded to "Merchant" as designated on the Merchant Processing Application or such other address as Merchant may give to Bank in writing, from time to time. 13. GENERAL PROVISIONS 13.1 Force Majeure: Bank shall not be liable for any loss due to forces beyond Bank's reasonable control, including, but not limited to, delays, errors or interruptions in service caused by strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation, court order, computer malfunction, failure or fluctuation in electrical power, heat, light, air conditioning or telecommunications equipment, or an act of God. 13.2 Rules and Regulations: This Agreement is subject to the Rules and Regulations promulgated by the Associations and any other valid Card accepted for processing services pursuant to the terms of this Agreement. 13.3 Amendments: Except as otherwise expressly provided herein, this Agreement may be amended only in writing signed by both Bank and Merchant. Bank may mail Merchant either a notice describing amendments or an entirely new Agreement, which amendments or new Agreement will be binding upon Merchant if it deposits with Bank Receipts or credit slips after the effective date set forth in Bank's notice of amendment. 13.4 Section Headings: Section headings or titles are included for convenience and descriptive purposes only and are not to be used in interpreting this Agreement. The language contained in each section shall control. 13.5 Assignment: This Agreement may not be transferred or assigned by Merchant, by operation of law or otherwise, without the prior written consent of Bank. Any attempt by Merchant to assign its rights or to delegate its obligations hereunder will be void. Merchant will remain fully liable to Bank for all transactions under this Agreement after a transfer of all or part of its business until such time as the transferee, if acceptable to Bank, executes a written Agreement with Bank. 13.6 Severability and Waiver: If any provision of this Agreement or portion thereof is held to be unenforceable, invalid or illegal, the remaining provisions, or portion thereof, shall remain in full force and effect. No failure or delay on the part of Merchant or Bank in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right. 13.7 Survival: All provisions of this Agreement that, by their context, are intended to survive the termination of this Agreement, including but not limited to, Sections 2, 3, 8 and 9, will survive this Agreement. 13.8 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to its choice of law provisions. 13.9 Counterparts: This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and collectively will constitute the Agreement. 13.10 Entire Agreement: This Agreement and the Schedules, Application, Exhibits and Procedures, Rules and Regulations incorporated herein by reference constitute the entire understanding between Merchant and Bank, and all prior or other agreements, whether written or oral, are superseded. 13.11 Agreement: A digital, electronic, and or photocopy representation of this Agreement scanned from the original paper source hardcopy of this Agreement shall be deemed the original Agreement. 14. Notice to Applicants: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant in good faith has exercised any right under the Consumer Credit Protection Act. The undersigned certifies Merchant Processing Agreement has been carefully read by the undersigned and the information contained herein is true and correct. Notice 18 United States Code 1014 prescribes penalties for false statements in loan applications to Federally insured banks. I/We hereby certify that the foregoing statements are true and complete and are made for the purpose of determining my /our eligibility for credit. I/We agree that this statement shall remain the property of Bank whether or not the Application is accepted. Bank is authorized to make all inquiries deemed necessary to verify the accuracy of the statements made herein, and to determine my /our credit worthiness, including, but not limited to credit bureau's, credit information from financial institutions, extenders of references, present and former employers, landlords and creditors. Each applicant consents that, upon denial of the Application based upon a consumer report or information received from a person other than a consumer reporting agency on any applicant, Bank may make appropriate Fair Credit Reporting Act disclosures to all applicants. I/We certify by signing below that I/We have read and agree to abide by the terms and conditions listed in the Bank Merchant Processing Agreement, and any other guide, Agreement, Application, Fee Schedule, or addenda that Bank has provided or may provide from time to time. 15. Merchant Acceptance: Person signing below agrees to the terms and conditions stated in Agreement and certifies that all information provided in Agreement is true, correct, and complete. Village Name and Title Gary C Holmes ;Administrator Accepted By: .. Date: ✓ 11-.2 Name and Title Accepted By: Date: Name and Title Accepted By: Date: 16. Bank Acceptance: Name Jennifer L. Gallus Title VP Merchant Risk/Operation Mgr Accepted By: Date: 17. Merchant Onsite: Reserved for Bank Employee Merchant Business is conducted as represented on Agreement? I hereby verify that I have physically inspected the business premises of the Merchant and all information stated i 1he pages a ve are correct, Completed by a, "^f1' � / 7 1 / .2 C70 Date: MB Financial Bank, N.A. Merchant Agreement 6111 N. River Road, Rosemont, Illinois 60018 www.mbfinancial.com Phone : (847) 653 -1025 Fax: (847) 653 -0076 I IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT o help the government fight the funding of terrorism and money laundering activities, the USA Patriot Act requires all financial institutions to obtain, verify, nd record information that identifies each person who opens an account. What this means: When an account is being opened, MB Financial Bank (Bank) will sk for your name, physical address, date of birth, taxpayer Identification number and other information that will allow the Bank to identify you. We may also ask to es your driver's license or other identifying documents. You will be notified if other information is required. . Business Information rye of Ownership ■ Sole Prop U Medical ✓ Gov't U Partnership U Assn/Trust U LLC U Corporation ■ Tax Exempt U NFP U Int'L Org gel Business Name Village of Lemont Federal Tax Number 36- 6005968 zng Business As Village of Lemont Statement Mailing address (it different) dress Address 418 Main Street Business Contact ty, State 8 Zip Code Lemont, IL 60439 Email Address ,stoner Service a How long at this locator? Web Address ratio Phone* 630- 257 -1550 LocationFaaa 630- 257 -1598 . Owners / Partners / Officers Name one Gary AnlmPa Name to Village Administrator Title TWO one Address Hone Address Horne Address ty, Sete 8 Zip Code Qty. Stale 8 Zip Code City. State 8 Zip Cod cdl Securiya Social Securityp Social Secure IN of Birth Date of Both Date of Binh ecenlage of Ownership . Fee Schedule Percentage of Ownership RATES, FEES, AND TERMS Percentage of Ownership I Mal Annual I otal Annual (.reon Sales $ 1,200,000.00 Average Ticket! $ 45.00 Card Sales $ 600,000.00 icing Program: ✓ Interchange Plus ❑ Tiered Pass through Dues & Assmt? ✓ Yes • No Fee Class: ii Retail ❑ MO/TO ❑ ECommerce Merchant Discount Rate Interchange +0.30% Funds Available on THE NEXT Business Day Bankcard Authorization Fee $0.15 Agreement Canncellation Fee' $1,000.00 VonBankcard Authorization Fee $0.15 Chargeback Fee $15.00 Voice Authorization Fee $0.95 Terminal Supplies $30.00 per case Voice AVS Fee $2.00 Monthly Gateway Fee „,11 in -based Debit Transaction Fee $0.65 Other N/A Monthly Account Fee $10.00 Other N/A 'Cancellation Fee is assessed when 30 days written notification is not received. hich branded Cards will Business accept? 0 All Association Cards ❑ Signature Based Debit ❑ Pin Based Debit Only Please check If merchant is authorized to conduct the following types of transactions: ✓ Mail/Telephone Order • Ecommerce ❑ Future Delivery Reserve Account Required N/A Amount of N/A Term of N/A PROCESSING INFORMATION ,rdware: ❑ Own ✓ Purchase ❑ Other Amount ' $__24019111r, `Equipment Type a .µ7 Omni 3750's tAr" .—(3", ft/.. fir` with Internal PinPads Encrypted )ftware: ❑ IC Verify ❑ PC Charge ❑ Other Version# tual Terminal: ❑ Auth.net ❑ Verisign ❑ SkipJack ❑ YourPay ❑ Other Version# -1- MB Financial Bank, N.A. Merchant Agreement 1 6111 N. River Road, Rosemont, Illinois 60018 www.mbfinancial.com Phone : (847) 653 -1025 Fax: (847) 653 -0076 IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT ro help the government fight the funding of terrorism and money laundering activities, the USA Patriot Act requires all financial institutions to obtain, verify, lnd record information that Identifies each person who opens an account. What this means: When an account is being opened, MB Financial Bank (Bank) will isk for your name, physical address, date of birth, taxpayer Identification number and other Information that will allow the Bank to identify you. We may also ask to :ee your driver's license or other identifying documents. You will be notified if other information Is required. . Business Information tpe of Ownership • Sole Prop • Medical ' Gov't U Partnership U Assn/Trust U LLC i■ Corporation • Tax Exempt ■ NFP ■ Int'L Org egal Business Name Federal Tax Number icing BusinBBS As Village of Lemont Statement Maamg address (if different) Iouness Address 418 Main Street Business Contact :ity, Stale 8 Zip Code Lemont, IL 60439 Email Address :Learner Service N How long at this location? Web Addres .otlaon Plane M Location Fax a r. Owners I Partners / Officers lame Name Name ire Tide Title one Address Home Address Home Address lay, State 8 Zip Code City, State & Zip Code City, State 8 Zip Cod :octal Secure yit Social Secure ya Soaal Security* tate of Birth Date of Birth Date of Birth 'ercentage of Ownership Percentage at Ownership Percentage of Ownership I. Fee Schedule RATES, FEES, AND TERMS !Mal Annual 1 otai Annual Gredit Sales Average Ticket: $ 45.00 Card Sales $ 600,000.00 'ricing Program: ✓ Interchange Plus ❑ Tiered Pass through Dues & Assmt? J Yes ❑ No Fee Class: ❑ Retail ❑ MO/TO ❑ ECommerce Merchant Discount Rate Interchange +0.30% Funds Available on THE NEXT Business Day Bankcard Authorization Fee $0.15 Agreement Canncellation Fee' $1,000.00 NonBankcard Authorization Fee $0.15 Chargeback Fee $15.00 Voice Authorization Fee $0.95 Terminal Supplies $30.00 per case Voice AVS Fee $2.00 Monthly Gateway Fee 'in -based Debit Transaction Fee $0.85 Other N/A Monthly Account Fee $10.00 Other N/A 'Cancellation Fee IS assessed when 3o days written notification is not received. Vlach branded Cards will Business accept? ' All Association Cards ❑ Signature Based Debit ❑ Pin Based Debit Only Please check if merchant is authorized to conduct the following types of transactions: - Mail/Telephone Order ❑ Ecommerce ❑ Future Delivery Reserve Account Required N/A Amount of N/A Term of N/A PROCESSING INFORMATION lardware: ❑ Own KPurchase ❑ Other Amount N2- i 0 Equipment Type 7, ni rl en.-fl f CAI) s 6 oftware: ❑ IC Verify ❑ PC Charge ❑ Other Version# inual Terminal: ❑ Auth.net ❑ Verisign ❑ SkipJack ❑ YourPay ❑ Other Version# —1— MB Financial Bank, N.A. Merchant Agreement 6111 N. River Road, Rosemont, Illinois 60018 www.mbfnancial.com Phone : (847) 653 -1025 Fax: (847) 653 -0076 IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, the USA Patriot Act requires all financial institutions to obtain, verify, and record information that Identifies each person who opens an account. What this means: When an account is being opened, MB Financial Bank (Bank) will ask for your name, physical address, date of birth, taxpayer Identification number and other information that will allow the Bank to identify you. We may also ask to see your driver's license or other identifying documents. You will be notified If other information Is required. .. Company History Dale Business Started Length of Current Ownership Prior Bankruptcies? If Yes. Date Discharged Complete Business Description Does Business currently accept Merchant Bankcard? ✓ YES ❑ NO Product and/or Service Provided Has this Business ever operated under a different name? ❑ YES ✓ NO Number of Additional Outlets Has this Business ever been terminated as a Merchant? ❑ YES ✓ NO American Express R Discover Card a LJ t l L M 6 CI (5 p"i-' ❑ ECommerce ❑ Offsite ❑ Recurring Billing 5. Business Practices Sales Method: 7 Swiped ❑ Manually Entered Blueg Paw,. Face to Face ❑ Deposit Required ❑ Net 30 ❑ Future Delivery ❑ Monthly Installments How far in advance is the Cardholder required to pas? Biting Policy Description: (except Face to Face) What is the Business Refund or Restocking Policy: Does Business utilizes forms. contract, or brochures that cardholders must complete or are completed on behall of cardholders? ❑ YES ❑ NO If yes, please soppy copies of Information Does Business require cardholders to utilize CW codes or Driver Licenses to complete transactions? ❑ YES ❑ NO If Yes. please supply a written explanation Does Business maintain physical cardholder data 'on file or electronically+ • YES ❑ NO If yes, please supply a written explanation Does Business process all credit card transactions in house? .. ACH Authorization for Funds Transfer Depository Bank '75 Fi hr A,Jr6 A L. ❑ YES ❑ NO If no, which company Is the Bank Address oulsourced to? City, Slate & Zip Code cc LA_ i— c",, - J-. Account Type Business Checking Bank Routing Number 071001737 Account Number 3800020591 hereby authorize Bank, to initiate entries to the Settlement Account at the depository bank. to debit the account for the purpose of Merchant processing lees, discounts, chargebacks, equipment lase or purchase tees, and Association lea which may be Incurred pursuant to this Merchant Processing Agreement. This authorization is to remain in force until Merchant has received written notification ken Bank of its tealination in such lime and In such manner as to afford Merchant and depository bank a reasonable opportunity to act on It and all obligations of Merchant to Bank that have arisen under this Merchant Processing Agreement have been paid in fut. fame (Print) Authorized Signature ` ` Jean M Nona Lc-A.._ // i it-7.- -c. . Merchant Resolution Each person Indicated below has authorization to execute and/or update Merchant Processing Agreement with Bank on behalf of the Merchant. fame and Tito Gar C Holmes Y Authorized Signature 7 ,, / , -( , ,,! (1- k F?r�-'� ;� Dater/ �x aq i a /o Vane and Title Jean M Nona Authorized Signature C `- �A ?7) r r -' Oat //3i/n i7 game and Tile :. Personal Guaranty rue undersigned Guarantor (a) hereby Individually agrees to the terms set forth in this Merchant :oats) paid or incurred by Bank In collecting obligations and enforcing this guaranty between Authorized Signature Processing Agreement. The undersigned Guarantor (s) further agrees to pay to Bank at expenses (including attorney Bank and Merchant r ) Date lees and court fame and Title Gary C Holmes'�r- Authorized Signature , fn's /e Date 3112 1 f ° game and Title Authorized Signature ;' / Date Vane and Title Authorized Signature Date .. ...