HomeMy WebLinkAbout20013225 RESOLUTION
RE: APPROVE MULTIPLE ENTITIES ADDENDUM TO MERCHANT AGREEMENT AND
AUTHORIZE CHAIR TO SIGN - PAYMENTECH, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Multiple Entities Addendum to the
Merchant Agreement between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Weld County Paramedic
Service, and Paymentech, LLC, with terms and conditions being as stated in said addendum,
and
WHEREAS, after review, the Board deems it advisable to approve said addendum, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Multiple Entities Addendum to the Merchant Agreement
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Paramedic Service, and
Paymentech, LLC, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said addendum.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 21st day of November, A.D., 2001.
BOARD OF COUNTY COMMISSIONERS
WELD CO TY, COLORADO
ATTEST: Nal
/a, M. J. e'le, Chair
Weld County Clerk to th -o. t, �►tx
1861 ', 14► ��� ��
' -moo`.=lb=� Glenn Vaad, Pro-Te
BY:
Deputy Clerk to the y : Vl�I,� / Y l^�
William H. Jerke
tD A RM: EXCUSED DATE OF SIGNING (AYE)
//��_ '!!/ David E. LongAWL
unfy Attorrf ey EXCUSED DATE OF SIGNING (AYE)
Robert D. Masden
Date of signature:
2001-3225
LAG :4/1 AM0015
AGENCY CREDIT CARD SERVICES APPLICATION
•
PARTI
PARTIES AND SERVICES
A CREDIT CARD SERVICE CONTRACT ratted")has beat entered into by and belwcm PAYMENTECH,LLC,a Delaware limited liability ca ay("Company"),and
the STATE OF COLORADO Under the tams of this Created,Company will
provide to State
settle all of Merchant's credit ad debit card traasactioaa act fath in Schedule Atothis Applicatim�Iocal Agencies ("Madrant')eavicm necessary to authorize,process and
0
.� =
a ti r ha
PAYMENTECH USE ONLY
r` !
�g'.l`�' MERCHANT#
Vas')
op 60sP4 CC HIERARCHY 421 97 o o o(&88
Pa,V ill e n t e c h. BANK# AGENT# CORP# CHAINS
"'-"`" -^'-^»«�+-�+ EXISTING AGENCY# (ADDING TO EXISTING)
Merchant A M3 II BATCH# ACCOUNT TYPE
II�ICation DATE INPUT
BY VENDOR TYPE
Dallas, Texas
DATE PHONE
SAT pSREPRESENI TIVE II CLIENT ONS AGER
Sylvia, Dun�ar•. l• Rv+h�iePr � en et(
CIF It( II \\l INI01O1 % I 1O\
NAME OF AGENCY ) AGENCY" BU AS"N
V\iMAILING/BILLING LING ADDRESS2 ( LOCATION ADDRESS
CITY STATE,AND ZIP 1 ( a l M S'-�-
CITY,STATE,MD ZIP
('e'z-I4i Co g0 (03 / Urea IF ,/ Co S)Q 6P 3/
TFJFPHnNP.NIWMARR 1MARd
C TRT RPRONR NI
i -in - S' 3 -S7o0 x- 320s' 3 (.j) - 5`70a X3ac -3
FAX NUMBER
C17G - 3 c V -(o G g h' 7
R CHANT13ONTACT
FEDERAL TAX m# I if LOCATIONS a � A
I E.
SSENDSTAT1MENTS TO EDT YES 0 NO
_10GQ Cl J 2 SEND OUTLET STATEMENTS TO IOC? YES
DESCRIBE THE MERCHANDISE SO OR SERVICES VIDED 0 NO❑
Nn Dula', Cit ... yc"' S
WHAT PERCENTAGE MAIL ORDER 10.00 %? WHAT PERCENTAGE TELEPHONE ORDER x0,00 %? WHAT PERCENTAGE E COMMERCE
WHAT PERCENTAGE FACE-TO-FACE 10,00 %T =TOTAL 100.00 %.
TYPE OF GOVERNMENT AGENCY ❑STATE ❑x'nt MOTHER-PLEASE DESCRIBE C O k,t4-`y/AMHRICAN EXPRESS MERCHANT'# DISCOVER/NOVUS MERCHANT S 1
DFFICERS/KEY CONTACTS ((
TAME�/K 4 &NI 1 _el TITLE/JOB FUNCTION o c}''1 c I4 1'�1 i1 PHONE# )c3-2-6
3 2 6 3
'tAmE e a rl Wit- C a I)) TITLE/JOB FUNCTION O I r e c'(-o(t, PHONES
TAME X 3 2c /
TITLE/JOB FUNCTION PHONE/
ANNUAL CREDIT CARD S 141
1{ C
�7 () toe G AVERAGE TICKET 7 d L
LEQUIPMENT/SOPTWARFJSERVICE OPTIONS
giros TERMINALS
s I
TERMINAL TYPE #OF UNITS ❑RENT PURCHASE O LEASE ❑REPROGRAM �
CimINt 32ac..) 1I1--
PRINTER TYPE #OF UNITS ❑RENT O PURCHASE ❑LEASE PREPROGRAM
PIN PAD MODEL(FOR ONLINE DEBIT) #OF UNITS ❑RENT O PURCHASE O LEASE ❑REPROGRAM
PC SOFTWARE
SOFTWARE VENDER I SOFTWARE VERSION I PURCHASE FROM PAYMENTECH? YES O NO O
CODING DELIVERY I CONTACT NAME PHONE# I FAX#
f
INTERNET GATEWAY SERVICE PROVIDER
CHARGEBACK/RETRIEVAL INFORMATION
CHARGEBACKS DELIVERY ❑AGENCY HDG IACATION ❑MAIL AX 9 7 O j 0 `f - 4 kI C
RETRIEVALS
_-- � DELIVERY E]AGENCY l3DG LOCATION ❑MAII, AX r
SUPPLIES
SET UP KIT NEEDED YES NO ❑ DELIVERY - ❑AGENCY HDG LOCATION
-IMPRINTERS YES NO O HOW MANY? l PLATES ONLY YES El NO HOW MANY?
Ii.\\ICI\(, I\1F ORNI.V1 ION
IF THE AGENCY HAS PREVIOUSLY ACCEPTED CREDIT CARDS,THE LAST 3 MONTHS MERCHANT STATEMENTS MUST BE PROVIDED
CURRENT CREDIT CARD PROCESSING BANK,IF APPLICABLE Al % 11
BANK OR PROCESSOR NAME /� PHONE ( )
-
CITY/STATE/ZIP CONTACT l
REASON FOR CHANGING BANK OR PROCESSOR
NAME OF MERCHANT'S PRINCIPAL BANK 03R_ L J,,,,C CONTACT t PHONE
/ r- 1 �_
DEPOSIT ACCOUNT T/R# Li g. 0 p U 0 ,t3 .7 S�`4CCOTu,Nlwi,'
iU 2QacIQ (0
FEE ACCOUNT(ONLY IF-NET SETTLEMENT) T/R# ACCOUNT#
CHARGEBACK ACCOUNT T/R# ACCOUNT#
MERCHANT SIGNATURES
By signing below, Marchsa t (i)represents that the mformatian provided by Merchant in this Applicstion is true,axvplete and not misleading(ii)acknowledges that Merchant
has read and underitands the Operating Procedures and agrees to be bard by the CREDIT CARD SERVICE CONTRACT;and(iii)anthrsizea Company and its agents to credit
and debit the Account in accordance with the CREDIT CARD SERVICE CONTRACT.
MERCHANT: COMPANY:
Weld Coun Board of Commissioners Pa Ach,LLC
ACIEN
SIGNATURE
BY(ST )
M. J. Geile, Chair�,�",
TTT'T F TUT F O
11/21/2001 _ /a- / '3 - O/
DATE DATE
Paymentech LLC
•
Schedule'A'to the
CREDIT CARD SERVICE CONTRACT
MERCHANT: State of Colorado
1. Merchant Discount Fees (All Users)
Credit Card Interchange VISA MasterCard
CPS Retail (Card Swiped-Settled in 24 hours) 1.38%+ $.05
Merit 3 (Card Swiped-Settled in 24 hours) 1.36%+$.10
Check Card(Card Swiped-Settled in 24 hours) 1.25%+ $.10
CPS/Retail Key Entry — MCC 9311 (requires AVS ZIP 1.80%+$.10
match)
CPS Card Not Present—MCC 9311 (requires AVS request) 1.80%+$.10
Visa CPS Emerging Market—MCC 9211, 9222, 9399 1.43%+$.05
Commercial Card(T&E or without enhanced data) 2.10%+ $.10
EIRE — MC9311 (Keyed without AVS or delayed 2.00%+5.10
settlement)
Visa Commercial Card Standard 2.35%+$.10
Visa International Electronic 1.00%
Visa International Standard 1.44%
Visa International Commercial Card 1.80%
Visa GSA Large Ticket .95%+$35.00
Merit I (MO/TO) 1.85%+ 5.10
MasterCard Retail Key Entered(No AVS required) 1.80%+ $.10
Standard 2.30% + 5.10 2.65%+$.10
International Electronic 1.37%
International (Standard) 2.10%+ 5.10
US Corporate Data Rate I (Keyed) 2.35%+ $.10
US Corporate Data Rate 11 (Keyed) 1.75%
US Corporate Data Rate III(Keyed) Salem Only 1.50%
US Corporate Standard 2.65%+ $.10
International Corporate& Purchasing 2.05%
International Corporate Purchasing—Large Ticket .75%+$30.00
International Corporate Purchasing Data Rate II 1.65%
Dues and Assessments VISA MasterCard
0.084% 0.095%
Interchange,Dues and Assessment changes will be passed through at cost,upon thirty days written notice.
PAYMENTECH ME ANT
11/21/01
INITIAL DATE IAL DATE
Revised 9/1/01
1
•
Paymentech LLC
Schedule'A'to the
CREDIT CARD SERVICE CONTRACT
MERCHANT: State of Colorado
2. Processing Fees
PNS/FDMS Users (Dial or Leased Line/Frame Relay)
Processing Fees Per Transaction
Volume tiered to provide fee reductions based on increased 0-$50 Million Over$50 Million
participation from state agencies. Annualized Volume Annualized Volume
Bankcard Authorization,Capture and Processing-Dial $0.105 $0.1025
Average Transaction-0-$100.00
Bankcard Authorization,Capture and Processing-Dial 0.15% 0.14%
Average Transaction-Over$100.00
American Express/Discover Authorization,Capture&Conveyance $0.105
Voice Authorization $0.55
Address Verification Service No Charge
Chargeback Handling $5.00 per chargeback
ACH Funds Transfer -0-
Optional Wire Transfer Fee $6.50 per deposit
Bundled Debit Fee $.27
Salem Users (Large Internet or Mail/Phone Clients)
Processing Fees Per Transaction
Bankcard Authorization $0.05
Bankcard Settlement Record $0.20
American Express/Discover Authorization and Conveyance $0.10
Voice Authorization $0.65
Voice AVS Authorization $1.75
Audio Response Unit Authorization $0.50
Chargeback Handling $5.00 per chargeback
ACH Funds Transfer $2.50 per deposit
Optional Wire Funds Transfer $10.00 per deposit
Optional Monthly Paper Reporting $50.00 per month
If on any business day, THE STATE OF COLORADO's NET PROCEEDS are negative, any such amounts shall be
collected from THE STATE OF COLORADO's designated bank account via ACH.MERCHANT shall be charged a
fee against NET PROCEEDS after the number of Negative Balances for a calendar month has exceeded two (2)
based on the following schedule.
NEGATIVE BALANCE Amount FEE PER OCCURENCE
$0-$300.00 $25.00
$301.00-$700.00 $50.00
$701.00-$1,000.00 $75.00
$1,001.00-$5,000.00 $100.00
$5,001,00-$10,000.00 $200.00
$10,001.00+ $300.00 $300.00
PAYMENTECH 'S ANT
11/21/01
INITIAL DATE IT AL DATE
Revised 9/1/01
2
•
Paymentech LLC
Schedule'A'to the
CREDIT CARD SERVICE CONTRACT
MERCHANT: State of Colorado
3. Miscellaneous Fees
Miscellaneous Fees-Additional Services
Internet Service Offerings
CyberCash
Set-Up Fee $150.00
Monthly Fee $25.00
Additional Transaction Fee $0.06
Cybersource
Set-Up Fee $195.00
Monthly Fee $50.00
Additional Transaction Fee $0.12
Signio/Verisign
Set-Up Fee TBD
Monthly Fee TBD
Additional Transaction Fee TBD
Authorize.net
Set-Up Fee $99.00
Monthly Fee $10.00
Additional Transaction Fee $0.05
US Wireless Service
Set-Up/Activation Fee $35.00
Monthly Fee $10.00
Additional Transaction Fee $0.05
Interactive Voice Response(MR)
Anersys Fees To Be Determined
NDC Touch Tone Capture $0.30 authorization/$0.05 capture
4. Reporting Options
Moneta On-Line Reporting
Per User,Per Month $1.95
Paymentech OnLine(Salem) No Charge
SE Workstation Reporting Option-Available Q 2 2000
SE Workstation—One Tine Set-up Fee $400.00
Monthly Maintenance Fee(First Year) $36.00
Monthly Maintenance Fee(After First Year) $8.00
Cash Management Reporting No Charge
Other Miscellaneous Services and Reporting Options may be added as new products become available
PAYMENTECH MER T
11/21/01
MITIAL DATE T DATE
Revised 9/1/01 3
Paymentech LLC
Schedule'A'to the
CREDIT CARD SERVICE CONTRACT
MERCHANT: State of Colorado
Equipment/PC Software Options
Type of Equipment Purchase Rental Lease-36 Mos Lease-48 Mos Merchant
Initial
Hypercom T7E $460.00 $35.00 $37.00 $31.00
Hypercom T771,T77F,T77S,T7PT $555.00 $35.00 $37.00 $31.00
Hypercom T7P with integrated printer $540.00 $35.00 $37.00 $31.00
VeriFone 380 $450.00 $35.00 $30.00 $26.00
VeriFone 380 w/P900 $640.00 $35.00 $35.00 $30.00
Omni 3200 with integrated.printer _ $479.00 $35.00 $35.00 $30.00 A S
Lipman Nurit 3010(Wireless) $1,149.00 N/A $55.00 $45.00
P 900 Printer $275.00 N/A $15.00 $13.00
Silent Partner Printer $259.00 N/A $14.00 $12.00
Hypercom P7E Printer $230.00 N/A $17.00 $15.00
VeriFone PIN Pad 1000 $160.00 N/A N/A N/A
Hypercom S8 PIN Pad $179.00 N/A N/A N/A
Auxiliary RS 232 Card Reader(wedge style) $147.00 N/A N/A N/A
Auxiliary AT Port Card Reader(wedge Style $210.00 N/A N/A N/A
PC Software
Tellan PC Authorize(Windows or MAC) $355.00 N/A N/A N/A
Each Additional Merchant I/ $50.00 N/A N/A N/A
Tellan PC HUB 2 Pack(Windows or MAC) $440.00 N/A N/A N/A
Tellan PC HUB 5 Pack(Windows or MAC) $615.00 N/A N/A N/A
Tellan PC HUB 10 Pack(Windows or MAC) $949.00 N/A N/A N/A
Atomic Authorizer for Windows(1-4 users) $349.00 N/A N/A N/A
Atomic Authorizer for Windows(1-24 users) $549.00 N/A N/A N/A
Atomic Authorizer for DOS(1-4 users) $295.00 N/A N/A N/A
Atomic Authorizer for DOS(1-24 users) $495.00 N/A N/A N/A
Multi Merchant Authorizer for Windows(10) $690.00 N/A N/A N/A
r Manual Imprinter $30.00 N/A N/A N/A
Equipment Swap and Repair $135.00 N/A N/A N/A
Other Equipment Options may be added as new products become available
6. Telecommunications Support(optional)
Frame Relay Telecommunications Support $600.00 per month
(with the following benefits)
• AT&T Frame Relay circuit(custom engineered 56KB circuit)
• Local connectivity to AT&T frame access point
• No installation charges
• Cisco Router with the added bonus of built in dial backup capability(customer supplies phone line)
• Network monitoring and troubleshooting from Tampa
• Next day replacement of router equipment if necessary
Leased Line—requires specific ote for each installation
�erchantSignatureGc Date: 11/21/2001
State f Colorado or Participating Agency
Paymentech Signature Date:
Revised 9/1/01 4
- f" Sf CREDIT CARD SERVICE CONTRACT
BETWEEN
THE STATE OF COLORADO
AND
PAYMENTECH, LLC
WHEREAS, this contract, is made the 3rd day of May, 2000, by and between
Paymentech, LLC, a Delaware limited liability company, having its principal office at
1601 Elm Street, Dallas, Texas 75201 ("Paymentech), and the State of Colorado for the
use and benefit of the Department of Treasury, 140 State Capitol, Denver, Colorado
80203 ("State or Merchant"), and
WHEREAS, Paymentech, LLC is a member of Visa and MasterCard and is
authorized to process the payment card transactions listed on Schedule A; and the State
of Colorado wishes to accept payment cards from its customers for the sale or lease of
goods or services offered by the State;
WHEREAS, the State's request for proposal dated October 18 ,1999, was
competitively bid and selection of Paymentech was made in conformance with the State
of Colorado procurement code; and
WHEREAS, the State has approved Paymentech as a provider offering credit and
debit card services; and the State desires to enter into a contract for the purchase of such
services for a term of three years subject to renewal by both parties for a two-year term
thereafter; and
WHEREAS, the Department of Treasury of the State of Colorado is authorized by
24-19.5-104 C.R.S. to contract with providers of alternative forms of payments to accept
payments in the most consumer-oriented, uniform, and cost-effective manner possible.
Credit Card Services Contract
Section 2
Page 2
NOW, THEREFORE, in consideration of the mutual promises made and the mutual benefits to
be derived from this contract as set forth in the following four sections, Paymentech and the State agree
to the following terms and conditions intending to be legal bound:
SECTION 1 - Colorado Special Provisions
SECTION 2 - Payment Card Processing Agreement
SECTION 3 - 1999 Request for Proposal
SECTION 4 - Paymentech's Proposal
Agreed and Accepted by: Agreed and Accepted by:
STATE OF COLORADO PAYMENTECH, LLC.
By:
Name: Mike Coffman
Title: State Treasurer By(authorized signature)
By:
Name: Ken Salazar
Title: Attomey General Print Name and Title
By: ,2000
Name: Arthur L. Barnhart
Date
Title: State Controller
Date: ,2000
Seal
Tax identification number-752839324
The State Merchant Agreement Contract Number is:
The State's Merchant Processing Identification Number
Credit Card Services Contract
Section 2
Page 3
SECTION 1
STATE ADMINISTRATIVE PROVISIONS
1. Non-discrimination: Paymentech shall comply with all applicable federal laws, rules and regulations
involving non-discrimination on the basis of race, color,religion, national origin, age or sex.
2. Certification of Independent Price Determination: By submission of a proposal Paymentech certifies,
and in the case of a joint proposal each party thereto certifies as to its own organization, that in connection
with this procurement:
(a) The prices in this proposal have been arrived at independently, without consultation,
communication, or agreement, for the purpose of restricting competition, as to any matter
relating to such prices with any other offeror or competitor;
(b)Unless otherwise required by law, the prices which have been quoted in this proposal have not
been knowingly disclosed by Paymentech prior to opening, directly or indirectly to any other
offeror or to any competitor; and
(c) No attempt has been made by Paymentech to induce any other person or firm to submit or not to
submit a proposal for the purpose of restricting competition.
3. Independent Contractor Clause: Paymentech shall perform its duties hereunder as an independent
contractor and not as an employee. Neither Paymentech nor any agent or employee of Paymentech
shall be or shall be deemed to be an agent or employee of the state. Paymentech shall pay when due all
required employment taxes and income tax withholding, shall provide and keep in force worker's
compensation (and show proof of such insurance) and unemployment compensation insurance in the
amounts required by law, and shall be solely responsible for the acts of the Paymentech, its employees,
and agents.
4. Venue: The laws of the State of Colorado, shall govern in connection with the formation, performance
and the legal enforcement of any resulting contract. Further, Title 24, CRS as amended, Article 101
through 112 and Rules adopted to implement this statutes govern this procurement.
5. Controllers Approval: This contract is not valid until it has been approved by the Controller of the
State of Colorado or such assistant as he may designate.
6. Fund Availability: Obligations of the State of Colorado payable after the current fiscal year are
contingent upon funds for that purpose being made available.
7. Bond Requirement: If this contract is amended to include the payment of more than fifty thousand
dollars for the construction, erection, repair, maintenance, or improvement of any public work for the
State, the Paymentech shall comply with the surety requirements of CRS 38-26-106.
8. Discrimination and Affirmative Action: Paymentech agrees to comply with the letter and spirit of the
Colorado Anti-discrimination Act of 1957, as amended and other applicable law respecting
discrimination and unfair employment practices (CRS 24-34-402), and as required by Executive Order,
Equal Opportunity and Affirmative Action, dated April 16, 1975. Pursuant thereto, the following
provisions are part of this Agreement:
Credit Card Services Contract
Section 2
Page 4
(a) The Paymentech will not discriminate against any employee or applicant for employment
because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical
handicap, or age. The Paymentech will take affirmative action to insure that applicants are employed,
and that employees are treated during employment,without regard to the above mentioned
characteristics. Such action shall include, but not be limited to the following: employment upgrading,
demotion, or transfer, recruitment or recruitment advertising's; lay off or termination's; rates of pay or
other forms of compensation; and selection for training, including apprenticeship. The Paymentech
agrees to post in conspicuous places, available to employees and applicants for employment, notices to
be provided by the contracting officer setting forth provisions of this non-discrimination clause.
(b) The Paymentech will, in all solicitations or advertisements for employees placed by or on behalf
of the Paymentech, state that all qualified applicants will receive consideration for employment
without regard to race, creed, color, national origin, sex, marital status, religion, ancestry,
mental or physical handicap, or age.
(c) The Paymentech will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, notice to be provided by the
contracting officer, advising the labor union or workers' representative of the Paymentech's
commitment under the Executive Order, Equal Opportunity and Affirmative Action, dated April
16, 1975, and of the rules,regulations, and relevant Orders of the Governor.
(d)The Paymentech and labor unions will furnish all information and reports required by Executive
Order, Equal Opportunity and Affirmative Action of April 16, 1975, and by the rules,
regulations and Orders of the Governor, or pursuant thereto, and will permit access to its books,
records and accounts by the contracting agency and the office of the Governor or its designee
for purposes of investigation to ascertain compliance with such rules,regulations and orders.
(e) A labor organization will not exclude any individual otherwise qualified from full membership
rights in such labor organization, or expel any such individual from membership in such labor
organization, or discriminate against any of its members in the full enjoyment of work
opportunity because of race, creed, color, sex, national origin, or ancestry.
(f) A labor organization, or the employees or members thereof will not aid, abet, incite, compel
or coerce the doing of any act defined in this contract to be discriminatory or obstruct or
prevent any person from complying with the provisions of the contract or any order issued
thereunder; or attempt, either directly or indirectly, to commit any act defined in this contract
to be discriminatory.
(g) In the event of the Paymentech's non-compliance with the non-discrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be canceled,
terminated or suspended in whole or in part and the Paymentech may be declared ineligible for
further State contracts in accordance with procedures, authorized in Executive Order, Equal
Opportunity and Affirmative Action of April 16, 1975 and the rules, regulations, or orders
promulgated in accordance therewith, and such other sanctions as may be imposed and remedies
as may be invoked as provided in Executive Order, Equal Opportunity and Affirmative Action
of April 16, 1975, or by rules, regulations, or orders promulgated in accordance therewith, or as
otherwise provided by law.
Credit Card Services Contract
Section 2
Page 5
(h) The Paymentech will include the provisions of paragraphs (a) through (g) in every sub-contract
and subcontractor purchase order unless exempted by rules, regulations, or orders issued
pursuant to Executive Order, Equal Opportunity and Affirmative Action of April 16, 1975, so
that such provisions will be binding upon each subcontractor or vendor. The Paymentech will
take such action with respect to any sub-contracting or purchase order as the contracting agency
may direct, as a means of enforcing such provisions, including sanctions for non-compliance;
provided, however,that in the event the Paymentech becomes involved in, or is threatened with,
litigation, with the subcontractor or vendor as a result of such direction by the contracting
agency, the Paymentech may request the State of Colorado to enter into such litigation to
protect the interest of the State of Colorado
9. Colorado Labor Preference Provisions of Sections 8-17-101 & 102 C.R.S. for preference of
Colorado labor are applicable if this contract is amended to include public works within the
State which are financed in whole or in part by State funds.
10. General
(a) The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be
applied in the interpretation, execution, and enforcement of this contract. Any provision of
this contract whether or not incorporated herein by reference which provides for arbitration by
an extrajudicial body or person or which is otherwise in conflict with said laws, rules, and
regulations shall be considered null and void.
(b)Nothing contained in any provision incorporated herein by reference which purports to negate
this or any other special provision in whole or in part shall be valid or enforceable or available
in any action at law whether by way of complaint, defense, or otherwise. Any provision
rendered null and void by the operation of this provision will not invalidate the remainder of
this contract to the extent that the contract is capable of execution.
(c) At all times during the performance of this contract, Paymentech shall adhere to all applicable
federal and state laws, rules, and regulations that have been or may hereafter be established.
(d) Pursuant to Section 24-30-202.4 CRS, the state controller may withhold debts owed to state
agencies under the vendor offset intercept system for:
(i) unpaid child support debt arrearages;
(ii) unpaid balance of tax, accrued interest, or other charges specified in Article 22, Title 39,
C.R.S.;
(iii) unpaid loans due to the student loan division of the department of higher education;
(iv) owed amounts required to be paid to the unemployment compensation fund; and
(v) other unpaid debts owing to the state or any agency thereof, the amount of which is found
to be owing as a result of final agency determination or reduced to judgment as certified
by the controller.
(e) The signatories aver that they are familiar with CRS 18-8-301, et. seq., (Bribery and Corrupt
Influences) and CRS 18-8-401, et. seq., (Abuse of Public Office), and that no violation of such
provisions is present.
(0 The signatories aver that to their knowledge, no state employee has any personal or beneficial
interest whatsoever in the service or property described herein:
Credit Card Services Contract
Section 2
Page 6
SECTION 2
PAYMENT CARD PROCESSING AGREEMENT
1. Acceptance of Cards.
1.1 Use of Services. The State will tender to Paymentech, LLC, (Paymentech) Sales Data generated
from all Card transactions via electronic data transmission according to Paymentech formats and
procedures. The State will not use the services of any bank, corporation, entity or person other than
Paymentech for authorization of Visa or MasterCard transactions or for processing MasterCard and
Visa transactions throughout the term of this Agreement, except for the State's divisions and entities
which are not included on the Multiple Entities Addendum (attached) and for which the Department of
Treasury on behalf of the State has designated another firm for Visa and MasterCard transactions and
processing. The Department of Treasury ("the State") is entering into this Agreement and any services
provided by Paymentech may be modified by mutual Agreement of the Department of Treasury and
Paymentech without affecting service to other agencies. Paymentech's services to an agency will be
effected by completion of an Application.
Under the terms of this Agreement, the State and its entities as shown on the Multiple Entities
Addendum (as indicated on Exhibit 1) and executed in the Multiple Entities Addendum by each entity
will honor certain valid credit cards ("Cards") when presented as payment for goods or services, and
Paymentech will provide certain credit card processing services to the State. The State may submit
requests for additional subsidiaries at any time during the term of the Agreement. Paymentech may
accept or reject proposed additions based on its credit and other standard acceptance criteria.
1.2 Certain Card Acceptance Policies. The State will honor without discrimination valid Cards
properly tendered for use. Each sale the State makes involving a Card must be evidenced by a single
Sales Data record completed with the sale date and the sale amount, and other information as required
by the Associations or by Paymentech. The State is not allowed to impose any surcharge or finance
charge on the Card transaction or otherwise require the Cardholder to pay the fees payable by the State
under this Agreement. The State is not allowed to set a dollar amount above or below which the State
refuses to honor otherwise valid Cards. With respect to any transaction for which a Card is not
physically presented, such as in any mail, telephone or pre-authorized transaction, the State has notified
Paymentech the intention to conduct such transactions and Paymentech has agreed to accept them, and
the State will have reasonable procedures in place to ensure that each Card sale is made to a purchaser
who actually is the Cardholder or the authorized user of the Card. Notwithstanding the foregoing, the
State acknowledges that under the Association Rules, the State cannot rebut a Chargeback where the
Cardholder disputes making the purchase without an electronic record or physical imprint of the Card.
1.3 Operating Guide and Association Rules. The State agrees to comply with all Association Rules
and Operating Guide procedures, as may be applicable to the State and in effect from time to time and
of which the State has been informed, and with such other procedures as Paymentech may from time to
time prescribe for the creation or transmission of Sales Data. Paymentech may modify and supplement
the Operating Guide in order to comply with requirements imposed by the Association Rules. The
Operating Guide is made part of this Agreement as Exhibit II.
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1.4 Requirements for Sales Data. As to each Sales Data the State tenders to Paymentech for
processing, the State represents and warrants that, to the best of its knowledge:
(a) The Sales Data represents payment or refund of payment, for the bona fide sale or lease of the
goods, services or both, which the State has provided in the ordinary course of its business,
and the Sales Data is not submitted on behalf of a third party.
(b) The Sales Data does not involve any element of credit for any purpose other than payment for
a current transaction (including payment of a previously-dishonored check) and, except in the
case of approved installment or pre-payment plans, the goods have been shipped or services
actually rendered to the Cardholder;
(c) The Sales Data is free from any alteration not authorized by the Cardholder.
(d) Neither the State nor its employees has advanced any cash to the Cardholder or to the State or
to any of its representatives, agents or employees in connection with the Card transaction, nor
has the State accepted payment for effecting credits to a Cardholder's account.
(e) To the best of the State's knowledge, the goods described in each Sales Data are its sole
property and it is free to sell them.
(f) The State has made no representations or agreements for the issuance of refunds except as it
states in its statutes or policies.
(g) The State has no knowledge or notice of information that would lead it to believe that the
enforceability of or ability to collect the subject Sales Data is in any manner impaired, and the
transaction is in compliance with all applicable laws, ordinances, and regulations; and it has
originated the Sales Data in compliance with this Agreement and the Association Rules.
(h) For a Card sale where the Cardholder pays in installments or on a deferred payment plan, a
Sales Data record has been prepared separately for each installment transaction or deferred
payment on the date(s) the Cardholder agreed to be charged.
2. Authorizations.
2.1 Obtaining Authorizations. The State is required to obtain authorization/approval codes for all
Card transactions by contacting the center designated by Paymentech. Under certain circumstances,
Paymentech will make authorization/approval code requests on the State's behalf, if the State has not
otherwise provided an authorization/approval code. The State acknowledges that authorization /
approval code of a Card transaction indicates only that credit is available for the Card transaction at the
time the authorization is given, and it does not constitute a representation from Paymentech or from the
Cardholder's issuing bank that a particular Card transaction is in fact a valid or undisputed transaction
entered into by the actual Cardholder or an authorized user of the Card.
2.2 Lack of Authorization. Paymentech reserves the right to refuse to process any Sales Data
presented by the State:
(a) unless a proper authorization/approval code is recorded,
(b) if Paymentech reasonably determines that the Sales Data is or will become uncollectible
from the Cardholder to which the transaction would otherwise be charged, or
(c) if Paymentech determines that the Sales Data was prepared in violation of any provision of
this Agreement.
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3. Refunds and Adjustments.
3.1 Disclosure of Refund Policy. The State is required to maintain a fair policy with regard to the
retum/cancellation of merchandise or services and adjustment of Card sales. The State's
retum/cancellation policy is set forth in numerous statutes and administrative policies. The State's
return/cancellation policy is be disclosed to its customers.
3.2 Changes to Policy. The State will communicate to Paymentech in a timely manner any change in
its return/cancellation policy which could adversely affect Paymentech's rights, policy, or procedures
under this Agreement.
3.3 Procedure for Refunds/Adjustments. If the State allows a price adjustment, return of
merchandise or cancellation of services in connection with a Card sale, the State will prepare and
deliver to Paymentech Sales Data reflecting such refund or adjustment within 3 days of receiving the
customer's request for such refund/adjustment. The amount of the refund/adjustment cannot exceed
the amount shown as the total on the original Sales Data except by the exact amount required to
reimburse the Cardholder for postage that the Cardholder paid to return merchandise. The State is 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 Cardholder's account nor to give cash refunds to a Cardholder in
connection with a Card sale, unless required by law.
4. Settlement.
4.1 Submission of Sales Data. The State is required to transmit its Sales Data to Paymentech on the
next business day immediately following the day that such Sales Data is originated. Unless otherwise
indicated on Schedule A, the State will be solely responsible for all communication expenses required
to accomplish the transmission of Sales Data. The State agrees that if it does not transmit Sales Data to
Paymentech for more than 60 consecutive days, with prior notice to the State Paymentech may close an
agency's account(s).
4.2 State's Bank Account. In order to receive funds from Paymentech, the State shall maintain a bank
account at a bank that is a member of the Automated Clearing House ("ACH") system and the Federal
Reserve wire system. The State agrees not to close its designated bank account without giving
Paymentech at least five (5) days' prior written notice and substituting another bank account. The
State is solely liable for all fees and costs associated with its bank account and for all overdrafts. The
State authorizes Paymentech to initiate electronic credit and debit entries and adjustments to its bank
account which are part of normal credit or debit card processing at any time without respect to the
source of any monies in the bank account. Non-systematic credit or debit entries and adjustments
which are an exception to normal processing (i.e. credit or debit entries other than for fees, charges and
discounts set forth in Schedule A, adjustments and Chargebacks, equipment charges, Cardholder
refunds and adjustments) shall not be initiated before at least one (1) day prior notice to the State. This
authority will remain in full force and effect until Paymentech notifies the State that all monies due
from the State under this Agreement have been paid in full. Paymentech will not be liable for any
delays in receipt of funds or errors in bank account entries caused by third parties, including but not
limited to delays or errors by the Associations or the State's bank.
4.3 Travel and Entertainment Cards. The State cannot submit any T&E Card transaction for
processing by Paymentech unless it has in effect a valid agreement with the respective T&E Card
company. For the T&E Card transactions designated on Schedule A, upon transmission of such Sales
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Data by the State, Paymentech will forward the Sales Data to the appropriate T&E Card company.
Except to the extent that Paymentech may provide funds settlement services for JCB or Diners
Club/Carte Blanche transactions, payment of the proceeds due to the State will be governed by
whatever agreement the State has with that T&E Card company, and Paymentech does not bear any
responsibility for their performance. If the State's agreement with a T&E Card company requires the
T&E Card company's consent for Paymentech to perform the services contemplated by this
Agreement, the State is responsible for obtaining that consent.
4.4 Transfer of Settlement Funds. For all other Card transactions, immediately upon Paymentech's
receipt of the State's Sales Data, Paymentech will process the State's Sales Data to facilitate the funds
transfer between the various Associations and the State for Card sales on the schedule presented in the
Paymentech's proposal dated November 19, 1999. After Paymentech receives credit for such Sales
Data, Paymentech will provide provisional credit to the State's bank account for the proceeds less:
(a) all fees, charges and discounts set forth in Schedule A,
(b) adjustments and Chargebacks,
(c) equipment charges (if any),
(d) Cardholder refunds and adjustments, and
(e) with at least one (1) day prior notice, any fees, charges, fines, assessments, penalties, or
other liabilities that may be imposed from time to time by the Associations.
4.5 Negative Amounts. To the extent Sales Data does not represent sufficient credits or a bank account
does not have a sufficient balance to pay amounts due from under this Agreement, Paymentech, with at
least one (1) day prior notice to the State, may pursue one or more of the following options:
(a) demand and receive immediate payment for such amounts;
(b) withhold the State's settlement payments until all amounts are paid;
(c) delay presentation of the State's refunds until the State deposits in the account a sufficient
amount to cover the negative balance; and
(d) pursue any remedies Paymentech may have at law or in equity.
Furthermore, if the amount represented by the State's Sales Data in any day is negative due to
refunds/customer credits being submitted in excess of the State's sales, the State may deposit with the
bank sufficient funds prior to the submission of the Sales Data so as to prevent the occurrence of a
negative balance.
4.6 Delinquency/Merchant Fraud. If any of the following events occur:
(a) there is a material, adverse change in the State's financial condition or the State's payment
record with creditors, or if the State is in material default of this Agreement; or;
(b) if the State adversely change its billing practice in relation to shipment of merchandise or
fulfillment of service or change refund procedures currently in place, and the State fails to
notify Paymentech in advance, or;
(c) the State is receiving excessive Chargebacks (as defined in Section 7.2 below),or;
(d) the State significantly alters the nature of its business or product lines,
(e) the State, or any agency or subdivision thereof which is processing pursuant to this
Agreement or any Addendum hereto, becomes listed in the MATCH file (Member Alert to
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Control High-Risk Merchants) maintained by Visa and MasterCard or any Association
notifies Paymentech that it is no longer willing to accept the State's Sales Data; or
(f) if Paymentech has reasonable grounds to believe it may be liable to third parties for the
provisional credit extended to the State or that the State may be liable to it Card sale
customers.
Paymentech, with at least one (1) day prior notice, may temporarily suspend payments to the State
during its investigation of the issue and/or designate an amount of funds that the State must maintain in
its bank accounts in order to protect Paymentech against the risk of existing or anticipated Chargebacks
and to satisfy the State's other obligations under this Agreement. Bank accounts may be funded in the
same manner as provided for negative balances in Section 4.5. Bank account balances will contain
sufficient funds to cover any unbilled processing costs plus Paymentech's estimated exposure based on
reasonable criteria for Chargebacks, returns and unshipped merchandise and/or unfulfilled services.
Paymentech, may (but is not required to) charge and setoff for any amounts which are or become due
from the State pursuant to this Agreement against any amounts payable to the State. The State will not
decrease the balances in the bank accounts until all of its obligations under this Agreement are
satisfied. Any such funds may be commingled with other funds, and need not be maintained in a
separate account. If(and only if) such balances are established under this Section either at the time of
execution of this Agreement or later, the State irrevocably grants to Paymentech a security interest in
the funds held in such accounts, together with the proceeds thereof, in an amount equal to
Paymentech's estimate of the State's obligations under this Agreement. The State agrees to execute
and deliver to Paymentech such instruments and documents that Paymentech may reasonably request
to perfect and confirm the security interest and right of setoff set forth in this Agreement. The State's
obligations and Paymentech's rights relating to these accounts survive termination of this Agreement.
5. Accounting. Paymentech will supply detailed statements and reports reflecting the activity for the
State's account as presented in their proposal dated November 19, 1999 . Paymentech will not be
responsible for any error that the State does not bring to its attention within ninety days from date of
such statements or reports.
6. Retrieval Requests.
6.1 Records. The State is required by the Associations to store original documentation of each
transaction for at least six months from the date of the respective transaction, and to retain copies of all
such data for at least 18 months from the date of the respective transaction. The State is not allowed to
charge a fee for the creation or storage of such copies. Paymentech may, at its discretion, require the
State to deliver copies of Sales Data to Paymentech rather than storing them.
6.2 Response to Retrieval Requests. Paymentech will send to the State any Retrieval Request that
Paymentech cannot satisfy with the information Paymentech has on file concerning any Card sale. In
response, the State must provide Paymentech in writing by mail or fax (or by other means as agreed by
Paymentech and the State) the resolution of the State's investigation of such Retrieval Request and
include legible copies of any documentation required by the Retrieval Request within seven business
days after Paymentech sends it to the State (or such shorter time as the Association Rules may require
and of which Paymentech notifies the State). Once Paymentech receives the State's response,
Paymentech will take the appropriate steps in a timely manner to reduce the probability of the
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Cardholder's bank sending an unjustified Chargeback. The State acknowledges that its failure to fulfill
a Retrieval Request in accordance with Association Rules may result in an irreversible Chargeback.
7. Chargebacks.
7.1 Chargeback Reasons. The State may receive a Chargeback from a Cardholder or Card issuer for a
number of reasons under the Association Rules. The following are some of the most common reasons
for Chargebacks:
(a) The State's failure to issue a refund to a Cardholder upon the return or non-delivery of
goods or services.
(b) An authorization/approval code was required and not obtained.
(c) The Sales Data are prepared incorrectly or fraudulently.
(d) Paymentech did not receive the State's response to a Retrieval Request within seven
business days or any shorter time period required by the Association Rules.
(e) The Cardholder disputes the Card sale or the signature on the sale documentation, or claims
that the sale is subject to a set-off, defense or counterclaim.
(f) The Cardholder refuses to make payment for a Card sale because in the Cardholder's good
faith opinion, a claim or complaint has not been resolved, or has been resolved by the State
but in an unsatisfactory manner.
(g) The Card was not actually presented at the time of the sale or the State failed to obtain an
electronic record or a physical imprint of the Card, and the Cardholder denies making the
purchase. The Merchant acknowledges that, under these circumstances, the fact that an
authorization/approval code was obtained does not mean that a particular Card transaction
is in fact a valid or undisputed transaction entered into by the actual Cardholder or an
authorized user of the Card.
7.2 Excessive Chargebacks. If Paymentech determines that the State is receiving an excessive amount
of Chargebacks, in addition to other remedies under this Agreement, Paymentech may take the
following actions:
(a) review the State's internal procedures relating to acceptance of Cards and notify the State of
new procedures which it should adopt (at its sole discretion) in order to avoid future
Chargebacks;
(b) notify the State of a new rate Paymentech will charge to process State Chargebacks; or
(c) collect from the State (pursuant to Section 4.6) an amount reasonably determined by
Paymentech to be sufficient to cover anticipated Chargebacks and related fees and fines; or
(d) terminate the service provided to an agency under this Agreement after written notice.
For purposes of this Agreement, an excessive number of Chargebacks means one Chargeback per 100
Sales Data records or the total dollar amount of Chargebacks is greater than or equal to three percent of
the total dollar amount of Sales Data for the last thirty days. The foregoing percentages are subject to
change in accordance with the Association Rules. Upon prior notification and reasonable
documentation, the State also agrees to pay any and all Association fees and fines assessed against it
Credit Card Services Contract
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relating to the State's violation of the Agreement, the Operating Guide or the Association Rules with
respect to its transactions or with respect to excessive Chargebacks under this Section.
7.3 Claims of Cardholder Customers. The State has full liability if any Sales Data for which
Paymentech has given the State's bank account provisional credit is the subject of a Chargeback.
Subsequently, the State is allowed to resubmit applicable Sales Data for a second presentation, but only
in accordance with Association Rules. To the extent that Paymentech has paid or may be called upon to
pay a Chargeback or refund/adjustment for or on the account of a Cardholder and the State does not
reimburse Paymentech as provided in this Agreement, then for the purpose of Paymentech obtaining
reimbursement of such sums paid or anticipated to be paid, Paymentech has all of the rights and
remedies of such Cardholder under applicable federal, state or local law and the State authorizes
Paymentech to assert any and all such claims in Paymentech's name for and on behalf of any such
Cardholder customer individually or all such Cardholder customers as a class.
8. Advertising. Wherever the State accept Cards, the State will inform the public of the Cards that it
honors. However, the State may not indicate that any of the Associations endorses its goods or
services.
9. Fees.
9.1 Schedule A. The State agrees to pay Paymentech for its services as set forth in Section 4 of their
proposal dated November 19, 1999. These fees are listed in Schedule A at the end of this Agreement.
Unless otherwise expressly stated in Schedule A, such pricing is based on all transactions qualifying
under the Association Rules for the lowest Association interchange rates. For Sales Data that does not
qualify, the standard Association interchange rate will apply, which may be higher for non-qualifying
transactions than the qualifying rate shown on Schedule A. The fees presented in Schedule A shall be
made available to other governmental entities in the State of Colorado. If Paymentech's services
provided under this Agreement fail substantially to conform to the standards stated in this Agreement ,
or charges for services are erroneously calculated, upon notice from the State specifying the failure(s) ,
Paymentech will within the thirty (30) days following such written notice, at its sole expense, re-
perform such services or correct such calculations. If Paymentech does not cure such failure(s), the
State may require reimbursement of previously deducted charges, fees or discounts. The State will
provide the documentation for such reimbursement and Paymentech shall provide such reimbursement
within thirty days.
9.2 Price Changes. The State acknowledges that its pricing is based on representation provided in
the request-for-proposals (RFP) dated October 18, 1999 as to the State's volume of Card transactions,
method of processing, type of business, and interchange qualification criteria as represented in the RFP
and Schedule A. To the extent the State's actual volumes, method, type and criteria are materially
different from this information, Paymentech may modify the pricing on Schedule A with thirty days'
prior written notice. Excluding changes in Association fees and in pricing by any third party provider,
any modification in the fees shall not be greater than 25%.
In addition, by giving written notice to the State, Paymentech may change its fees, charges and
discounts resulting from
(a) changes in Association fees (such as interchange, assessments and other charges) or
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(b) changes in pricing by any third party provider of a product or service used by the State.
Such new prices will be applicable to the State as of the effective date established by the Association or
third party provider, or as of any later date specified in Paymentech's notice to the State. The State's
presentation of any Sales Data to Paymentech after the effective date will constitute the State
acceptance of the new prices. Except for changes resulting from (a) or (b) above, fees, charges, and
discounts may be changed only with the State's approval based on information and data supporting the
request for change.
10. Termination and Extension.
10.1 Term. This Agreement takes effect on the date it is executed by the State Controller and has an
initial term expiring three years from April 1, 2000, or when approved by the State Controller,
whichever is later. Either party may terminated this Agreement prior to the expiration date by giving
no less than 60 calendar days written notice; provided, however, that in no event shall this Agreement
be terminated by the State sooner than six months after the effective date of this Agreement determined
as set forth in the preceding sentence. Upon 30 days written notice to the State, Paymentech may
terminate service to a State agency while maintaining service to other State agencies. Paymentech may
terminate this Agreement after 30 calendar days written notice if an Association notifies Paymentech
that it is unwilling to continue accepting the State's Sales Data.
10.2 Termination for Cause. Paymentech may terminate this Agreement at any time as a result of
any noncompliance with this Agreement, the Association Rules or the Operating Procedure, which is
not cured within thirty days of Paymentech's notice to the State; except that no cure period is allowed
for termination based on fraud by the State (including any listing in the MATCH file as specified in
Section 4.6(e)) or any voluntary or involuntary bankruptcy or insolvency proceeding involving the
State.
10.3 Account Activity After Termination. Termination does not affect either party's respective rights
and obligations under this Agreement as to Sales Data submitted before termination. If the State
submits Sales Data to Paymentech after the date of termination for which the State has given notice,
Paymentech may, at its discretion, process such Sales Data in accordance with the terms of this
Agreement. Upon notice of any termination of this Agreement, Paymentech may notify the State of
the estimated aggregate dollar amount of Chargebacks and other obligations and liabilities that it
reasonably anticipate subsequent to termination, and the State agrees to deposit such amount, or
Paymentech may withhold such amounts from the State's credits, as governed by the terms and
conditions of Section 4.6.
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10.4 Option to Extend Services. This Agreement may be extended for one 2 year period upon the
mutual consent of Paymentech and the State. The State shall give Paymentech written notice of its
intent to so extend (or not extend) this Agreement at least 60 days (but not more than 90 days) before
the end of the initial term of this Agreement. In the event that no such notice (whether of renewal or of
non-renewal) is given, Paymentech may, at its option, either (i) terminate this Agreement as of the end
of the initial term of this Agreement or, (ii) continue to process Card transactions beyond such date
under this Agreement, which shall be deemed to extend indefinitely and apply to all such transactions
until terminated by either party by giving 30 days prior written notice of termination of this Agreement
to the other party. Such termination shall be effective as of a date set forth in such notice or, if no such
date is set forth, to be effective as of the date 30 days after such notice is received by the other party.
10.5 Termination by State for Cause. If Paymentech's services provided under this Agreement fail to
conform to generally accepted standards for such services in the credit card processing industry, upon
notice from the State specifying the failure of performance, Paymentech will, at Paymentech's sole
expense, correct such data and re-perform such services as specified in this Section. If the failure of
performance is not rectified by Paymentech within thirty (30) days after receipt of notification from the
State, then the State may terminate this Agreement without penalty upon 10 days' written notice to
Paymentech. Notwithstanding anything else in this Agreement, this Section provides the State's sole
remedy for Paymentech's failure of performance under this Section.
11. No Disclosure of Cardholder Information. Each party shall comply with the State's Open
Records Act, Section 24-72-101 et seq. CRS (1999) and will exercise reasonable care to prevent
disclosure of Card information, other than to the State's agents and contractors for the purpose of
assisting the State in completing a Card transaction, or to the applicable Association, or as specifically
required by law. Each party will store all media containing Card numbers in an area limited to selected
personnel and prior to either party discarding any material containing Cardholder information, the
party will destroy it in a manner rendering the Card account numbers unreadable. If at any time either
party determines that Card account number information has been compromised, such party will notify
the other party immediately and assist in providing notification to the proper parties as deem necessary.
12. Information About State's Business.
12.1 Additional Financial Information. The State agrees to furnish Paymentech within five business
days of its request the State's most recently prepared financial statements and credit information.
12.2 Other Information. With prior notice and during the State's normal business hours, duly
authorized representatives from Paymentech may visit the State's business premises and may examine
only that part of its books and records that pertain to the State's Data and Card sales. The State will
strive to provide Paymentech at least thirty days' prior written notice of the State's intent to materially
change the State's product line or services, or its trade name, or the manner in which it accept Cards. If
Paymentech determines such a change is material to its relationship with the State, Paymentech, with
30 calendar days prior notice to the State, may refuse to process Sales Data made pursuant to the
change. The State agrees to provide Paymentech with prompt written notice if it is the subject of any
voluntary or involuntary bankruptcy or insolvency petition or proceeding.
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13. Disclaimer; Limitation of Damages. Paymentech will, at its own expense, correct any data in
which (and to the extent that) errors have been caused by Paymentech, or by malfunctions of
Paymentech's software or machines. However, subject to Section 10.5, the expense of correcting such
data will be Paymentech's only responsibility in connection with such errors or in connection with any
other performance or nonperformance by Paymentech under this Agreement. Under no circumstances
will Paymentech's financial responsibility for its failure of performance under this Agreement
(including without limitation Paymentech's obligations under Section 11.1) exceed the total fees paid
to Paymentech under this Agreement (net of Association interchange, assessments and fines) for the six
months prior to the time the liability arose. WHILE BOTH PARTIES ACKNOWLEDGE THAT THIS
IS AN AGREEMENT FOR SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES
NOT APPLY, IN NO EVENT WILL EITHER PARTY, ITS RESPECTIVE EMPLOYEES OR
AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES. PAYMENTECH HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH
RESPECT TO THE SERVICES, PRODUCTS AND EQUIPMENT PROVIDED HEREUNDER,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A
PARTICULAR PURPOSE.
14. Software.
14.1 License. Paymentech retain all ownership and copyright interest in and to any and all software,
computer programs, related documentation, technology, know how and processes developed by
Paymentech and provided in connection with this Agreement (collectively, the "Software"), and
Paymentech grants the State a non-exclusive license to use the Software for the limited purpose of
performing under this Agreement. Unless otherwise provided in a separate agreement between the
State and Paymentech, any software or machinery provided by Paymentech but not developed by
Paymentech, is being licensed or purchased by the State directly from the manufacturer or developer of
such machinery or software. The State acknowledge that the license granted herein is limited to the
State's own use exclusively and that the State does not have the right to sub-license any of the
Software in either their original or modified form. The State agrees that it will not reverse-engineer,
disassemble or decompile the Software. The State shall not give any third party, except its employees,
access to the Software without Paymentech's prior written consent. The State's obligations under this
Section 15.1 shall survive the termination of this Agreement.
14.2 Infringement Warranty. Paymentech represents and warrants that the State's use of the Software
as contemplated by this Agreement does not violate any copyright, patent, trade secret, or trademarks
of any person. Paymentech will defend (or settle) at Paymentech's expense any and all claims that the
above items infringe a trademark, copyright, trade secret, or patent, if the State give Paymentech
prompt notice of any such claim or lawsuit against the State relating to the Software. If the State's use
of the Software is prevented by any legal process, Paymentech will procure for the State the right to
continue to use the Software, or modify the Software so that it is are no longer infringing, or replace
the Software with non-infringing software of equal or superior functional capability.
15. Miscellaneous.
15.1. Taxes. The State of Colorado, as purchaser, is exempt from all federal excise taxes under Chapter
32 of the Internal Revenue Code (Registration No. 84-730123K) and from all state and local government
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use taxes (Ref. Colorado Revised Statutes Chapter 39-26.114(a)). The Colorado State and Local Sales
Tax Exemption Number is 98-02565.
15.2 Application and Credit Check. All statements made on the State's application for this
Agreement are true as of the date of the State's execution of this Agreement. The State's signature on
this Agreement authorizes Paymentech to perform any credit check deemed necessary of the State and
its guarantors.
15.3 Section Headings. The section headings of this Agreement are for convenience only and do not
define, limit or describe the scope or intent of this Agreement.
15.4 Assignment. Paymentech cannot assign this Agreement without the State's prior written consent,
except that Paymentech may assign this Agreement to a Visa and MasterCard member qualified to
perform Paymentech's obligations under this Agreement. The State cannot assign or transfer its rights
or delegate its responsibilities under this Agreement without Paymentech's prior written consent.
15.5 Parties. This Agreement binds the State and Paymentech and their respective heirs,
representatives, successors (including those by merger and acquisition) and permitted assigns. The
State represent and warrant that its execution of and performance under this Agreement:
(a) in no way breaches, contravenes, violates or in any manner conflicts with any of the State's
other legal obligations, including, without limitation, its corporate charter or similar document
or any agreement between the State and any third party; and
(b) it has been duly authorized by all necessary action and does not require any consent or other
action by or in respect of any third party and that the person signing this Agreement on the
State's behalf is duly authorized to do so.
15.6 Severability. Should any provision of this Agreement be determined to be invalid or
unenforceable under any law, rule or regulation, 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 unless both parties sign a
written waiver.
15.8 Entire Agreement and Order of Precedence. The request-for-proposal dated October 18, 1999,
issued by the Department of Treasury, Paymentech's proposal dated November 19, 1999, the
Association Rules, Operating Guide, and all schedules and attachments to this Agreement are made a
part of this Agreement for all purposes. This Agreement represents the entire understanding between
the State and Paymentech with respect to the matters contained herein. In the event of any conflict or
inconsistency among the various documents which are part of this Agreement, the following order of
precedence shall prevail:
(a) Section 1 - State Administrative Provisions
(b) Section 2 - and schedules and attachments
(c) Section 3 - the request for proposal dated October 18, 1999
(d) Section 4 - Paymentech's proposal dated November 19, 1999
This Agreement shall prevail over the terms of any agreement governing the State's bank accounts.
15.9 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and
either hand delivered, faxed, or mailed first class, postage prepaid (and deemed to be delivered when
Credit Card Services Contract
Section 2
Page 17
mailed) to the addresses set forth below or to such other address as either party may from time to time
specify to the other party in writing.
15.10 Attorneys' Fees. In any action necessary to enforce the obligations of this Agreement, the
prevailing party will be reimbursed by the other party for all costs, expenses, and reasonable attorney's
fees.
15.11 Force Majeure. Except that this Section 15.11 shall not affect or excuse the State's liability for
Chargebacks, refunds, and unfulfilled products/services, neither party will be liable for delays in
processing or other nonperformance caused by such events as fires, telecommunications or utility or
power failures, equipment failures, labor strife, riots, war, nonperformance of Paymentech's vendors or
suppliers, acts of God, or other causes over which the respective party has no reasonable control.
16. Definitions.
16.1 Application is a statement of an agency's operating characteristics submitted to Paymentech to
induce them to process Card transactions for that agency under the terms and conditions of this
Agreement.
16.2 Association is a group of Card issuer banks that facilitates the use of payment cards, such as the
systems operated by MasterCard International, Inc. and Visa, Inc. Association Rules are the bylaws,
rules, and regulations, as they exist from time to time, of the Associations.
16.3 Card is both the plastic card or other evidence of the account and the account number, issued by a
Card issuer to the Cardholder, either of which the State accepts from citizens as payment for their
purchases from the State, such as a MasterCard, Visa or JCB Card or such other payment card as the
State and Paymentech may hereafter agree.
16.4 Cardholder is the person to whom the Card is issued and who is entitled to use the Card.
16.5 Chargeback is a reversal of a Card sale the State previously presented pursuant to Association
Rules.
16.6 Request for proposal (RFP) dated October 18, 1999 is the State's statement of the characteristics
of its actual or estimated credit card activity that has induce Paymentech to enter into this Agreement
with the State and that has induced Paymentech to process the State's Card transactions under the
terms and conditions of this Agreement.
16.7 Retrieval Request is a request for information by a Cardholder or Card issuer relating to a claim
or complaint concerning a Card sale the State has made.
16.8 Sales Data is the evidence and electronic record of a sale or lease transaction representing
payment by use of a Card or of a refund/credit to a Cardholder.
16.9 T&E Card is a travel and entertainment Card issued by American Express, Novus/Discover,
Carte Blanche, Diner's Club, or such other T&E Card for which the State and Paymentech may agree
to accept submissions in the future.
Credit Card Services Contract
Section 2
Page 18
17. Legal Authority Paymentech warrants that it posses the legal authority to enter into this agreement
and that it has taken all actions required by its procedures,by-laws, and and/or applicable law to exercise
that authority, and to lawfully authorize its signatory to execute this agreement and to bind Paymentech to
its terms. The person executing this agreement on behalf of Paymentech warrants that he has full
authorization to execute this contract.
Credit Card Services Contract
Section 2
Page 19
STATE OF COLORADO
MULTIPLE ENTITIES ADDENDUM
TO PAYMENTECH MERCHANT AGREEMENT
This Multiple Entities Addendum ("Multiple Entities Addendum") is entered into between Paymentech,
LLC ("Company") and the entities listed on the attached Exhibit 1 ("Exhibit 1"). This Multiple Entities
Addendum relates to that certain Credit Card Processing Services Agreement between Paymentech and the
State, dated May 3, 2000 ("Merchant Agreement"). This Multiple Entities Addendum is made a part of the
Merchant Agreement. Except as otherwise provided, all capitalized terms shall have the same meaning as set
forth in the Merchant Agreement.
1. Parties to Merchant Agreement. Each entity listed on Exhibit 1 will be known as the
"Merchant" under the Merchant Agreement. Each Merchant is aware of its obligations and responsibilities as
such, including any applicable Rules and Operating Procedures. By signing below, the Merchant requests
Paymentech provide a Merchant Credit Card Processing Account for each entity listed on Exhibit 1 in
accordance with the terms set forth in the Merchant Agreement. Accordingly, the Merchant agrees to all the
terms and conditions of the Merchant Agreement as a party thereof and hereby confirms the representations and
warranties made by Merchant in the Merchant Agreement and hereby promises to pay all amounts as outlined in
the Merchant Agreement. In addition, the Merchant agrees that Paymentech may initiate credit and debit
entries against each Merchant's bank account designated below by ACH or otherwise in accordance with the
terms of the Merchant Agreement.
2. Authority. The person signing this Addendum represents and warrants that
(a) he or she is an officer or authorized signatory of each Merchant as listed the
attached Exhibit 1.
(b) The execution and delivery of the Merchant Agreement and this Addendum by
officer (i) are within officer's powers, (ii) have been duly authorized by all
necessary action, and (iii) do not require any consent or other action by or in
respect of any third party.
3. Additions to Exhibit 1. The parties acknowledge and agree that no additions to Exhibit 1 can be made
without first securing the prior written consent of Paymentech. Such request must be made in writing at least
thirty (30) days prior to processing and submitted to Paymentech with the following information: merchant
name, merchant address, DDA #, any additional setup information, type of company, state of incorporation,
officer title, and any required financial information. Paymentech will not unreasonably withhold consent to any
proposed addition Merchant may make.
Effective as of this day of , 2000.
PAYMENTECH,LLC
Officer Name
By: By:
Title: Title:
\patsyAmerchant/state of colorado8/021400
DEC-11-2001 1054 STATE OF CO TREASURY 303 866 2123 P.02'03
STATE OP COLORADO
MULTIPLE ENTITIES ADDENDUM
TO PAYMENTECH MERCHANT AGREEMENT
EXHIBIT!
MERCHANTS:
Merdraot Name: Merchant Address: DDA# ADDITIONAL
\AdA C0u1,a i 2, ‘ m S-1- 44x8664375 SETUP
1 ( a /� I TRW INFORMATION
a
C1�� wA1 couv1 l AmI0ul4nce Ore et+1 Co /o2ooao76
Tt0(-131
CIRCLE ONE
Corporation
Limited Parmerebip organized under the
General Parmerd ip laws of the State of
Goverment Colorado
Officer Name: S. J. G. e
Officer Signature /" J/iv
Officer Title: Chair (11/21/2001 PAYMENTECH
Tax I.D.Number 84-6000-813 MERCHANT
ACCOUNT
er7C -35 3 5-fro NUMBER:
A 30.3
Approved D S 6)44416."`.State of Colorado Treasurer's Office
2001-3225
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