Master Services Agreement 661
MASTER SERVICES. AGREEMENT
CITY OF MIAMI BEACH SEE EXHIBIT
Customer's Legal Name Doing Business As
1700 CONVENTION CENTER DRIVE MIAMI BEACH FL 33130
Street Address City State Zip Code
Patricia Walker Chief financial Officer 59- 6000372
Specify Whether Customer is (circle one) a Corporation, Partnership, Taxpayer Identification Number
Sole Proprietorship, Non -Profit or Other Type of Entity
Recipient/Title For Notices Facsimile Number
This Master Services Agreement ( "MSA") is among the CUSTOMER identified above and SUNTRUST MERCHANT SERVICES,
LLC ( "STMS ") and /or its affiliates (collectively, "PROVIDER ") for the Services identified below:
The intent of this MSA is to provide one set of standardized "Terms and Conditions" to be utilized for multiple relationships within the
United States between CUSTOMER. and PROVIDER. All services provided by PROVIDER ( "Services ") will be identified as
individual addenda to this MSA ( "Addendum ") with specific operational specifications and associated pricing. These Addenda will
` be subject to the Terms and Conditions of this MSA unless the applicable Addendum specifically states that additional and /or other
terms and conditions apply.
In consideration of the mutual covenants and agreements set forth herein and - other- good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, PROVIDER and CUSTOMER agree as follows:
1. Services. The Services provided shall be more fully described in the attached service agreement: _SUNTRUST
MERCHANT SERVICES BANKCARD ADDENDUM TO,MASTER SERVICES AGREEMENT.
2. Term. This MSA and any Addenda attached hereto shall be in effect upon signing by of each document by all parties and
shall remain effective through the initial term up to and including December 31, 2013. This MSA and any Addenda hereto shall
automatically renew for successive one (1) year terms until terminated by the parties upon one hundred and twenty (120) days
notice prior to the end of the then existing term. This MSA shall be effective until all Addenda are terminated.
3. Financial and Other Information.
3.1 CUSTOMER agrees to provide PROVIDER quarterly financial statements of CUSTOMER within forty five (45) days
after the end of each fiscal quarter. and annual audited financial statements within (90) days after the end of each
fiscal year. Such financial statements shall be prepared in accordance with generally accepted accounting principles.
CUSTOMER also shall provide such other financial information concerning CUSTOMER's business and CUSTOMER's
compliance with the terms and provisions of this Agreement as PROVIDER may reasonably request. CUSTOMER
authorizes PROVIDER to obtain from third parties financial and credit information relating to CUSTOMER in connection
with PROVIDER' determination whether to accept this Agreement and PROVIDER' continuing evaluation of the financial
and credit status of CUSTOMER. Upon request, CUSTOMER shall provide to PROVIDER or their representatives
reasonable access to CUSTOMER's facilities and records for the purpose of performing any inspection and /or copying
of CUSTOMER's books and /or records pertaining to the Card transactions contemplated in the Bankcard Addendum to.
this MSA. Alternatively, CUSTOMER may provide PROVIDER with copies of such books and /or records.3.2
CUSTOMER will provide PROVIDER with written notice of CUSTOMER's intent to liquidate, substantially change the
basic nature of its business, transfer or sell any substantial part (25% or more in value) of its total assets, or if
CUSTOMER or its parent is nota corporation whose shares are listed on a national securities exchange or on the over-
the-counter market, change the control or ownership of CUSTOMER or its parent, thirty (30). days prior to such
liquidation, change, transfer or sale taking place. CUSTOMER will also notify PROVIDER of any judgment, writ; warrant
of attachment, execution or levy against any.substantial part (25% or more in value) of CUSTOMER's total assets not
later than three days after CUSTOMER obtains knowledge of any such judgment, writ; warrant of attachment, execution
or levy.
4. INTENTIONALLY DELETED
5. Warranties; Exclusion of Consequential Damages; Limitation on Liability
5.1 Disclaimer of Warranties. THIS MSA AND ANY ADDENDA IS AN AGREEMENT FOR SERVICES AND EXCEPT
AS EXPRESSLY PROVIDED IN THIS MSA AND ANY ADDENDA, STMS AND ITS AFFILIATES DISCLAIM ALL
REPRESENTATIONS OR WARRANTIES, EXPRESS OR. IMPLIED, MADE TO CUSTOMER OR ANY OTHER
.PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, .FITNESS FOR A PARTICULAR PURPOSE. OR OTHERWISE (REGARDLESS OF ANY
COURSE OF DEALING, CUSTOM OR USAGE OF. TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED
INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.
5.2 Exclusion of Consequential Damages. NOTWITHSTANDING ANYTHING IN THIS MSA AND ANY ADDENDA TO
THE CONTRARY, IN NO EVENT SHALL STMS OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF TORT,
City of Miami Beach.final:doc 1 of 23
CONTRACT, STRICT LIABILITY 'OR OTHER LEGAL.THEORY FOR LOST PROFITS, LOST REVENUES, LOST
BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR .WHETHER ANY PARTY OR ANY ENTITY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3' Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS MSA AND ANY ADDENDA TO THE CONTRARY,
STMS AND ITS AFFILIATES' CUMULATIVE LIABILITY , IN THE AGGREGATE (INCLUSIVE OF ANY AND ALL
CLAIMS MADE BY CUSTOMER AGAINST STMS AND /OR ITS AFFILIATES, WHETHER RELATED OR UNRELATED)
FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES FOR ANY CAUSE
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS MSA AND
ANY ADDENDA) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED THE
LESSER OF, (1) $100,000; OR (11) THE AMOUNT OF FEES RECEIVED BY SERVICERS PURSUANT .TO ANY
ADDENDA ATTACHED AND INCORPORATED HEREIN FOR SERVICES PERFORMED IN THE IMMEDIATELY
PRECEDING 12 MONTHS.
6. Independent Contractor; Third Party Beneficiaries. The parties are independent contractors. Neither party shall have any
authority to bind the other. This MSA and any Addenda is entered into solely for the benefit of PROVIDER and CUSTOMER and
will not confer any rights upon any person not expressly a party to this MSA and any Addenda, including consumers. - PROVIDER
may subcontract with others to provide. Services.
7. Publicity. Neither party will initiate publicity relating to this MSA and any Addenda without the prior written approval of the
other, except that: (i) either party may make disclosures required by legal, accounting or regulatory requirements; and (ii)
PROVIDER may use CUSTOMER's name in publicity indicating that CUSTOMER and PROVIDER have entered into a contractual
relationship.
8. Exclusivity. INTENTIONALLY DELETED'
9. Compliance with Laws. In performing its obligations under this MSA and any Addenda, the parties agree to comply with all
federal and state laws, rules and regulations applicable to it for the Services provided for hereunder. CUSTOMER acknowledges
and agrees that CUSTOMER will not use the merchant account established hereunder and /or the Services for illegal transactions,
for example, those, prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 et seq, as may be
amended from time to time.
10. Assignment. Neither party may assign its rights or delegate its obligations under this MSA and any Addenda without the
other's prior written consent, which will not be unreasonably withheld. .PROVIDER may, however, assign any or all of its rights or
delegate any or all of its obligations to an affiliate or an entity acquiring all or substantially all of the assets of PROVIDER.
11. Choice of Law and Venue. This MSA and any Addenda shall be governed by and construed in accordance with the laws of
the State of Florida (without regard to its choice of law provisions). The exclusive venue for any actions or claims arising under or
related to this MSA and any Addenda shall be in the appropriate state or federal court located in Miami -Dade County, Florida.
12. Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS MSA AND ANY
ADDENDA.
13. Force Majeure. PROVIDER.shall not'be held responsible for any delays in or failure or suspension of service caused, directly
or indirectly, by mechanical or power failure, computer malfunctions (including, without limitation, software, hardware and firmware
malfunctions), failure, delay or error in clearing or processing a transaction through the ACH Network or Federal Reserve system, if
applicable, the nonperformance, delay or error by a third party or in any other third party system for any similar cause beyond the
reasonable control of such party, including without limitation, failures or fluctuations in telecommunications, transmission links or
other equipment; any outbreak or escalation of hostilities, war, riots, terrorism or civil disorders in any country; strikes, labor
difficulties, fire, inability to operate or obtain service for its equipment, unusual delays in transportation, earthquake, fire, flood,
elements. of nature or other acts of God, any act or omission of the other party or any government authority, or other causes
reasonably beyond the control of PROVIDER.
14.. Attorney Fees Related to Contract Obligations. Each party to this MSA or any Addenda will bear its own costs and
expenses (including, attorneys' fees and costs) incurred in connection with this MSA or any Addenda and the transactions
contemplated hereby. CUSTOMER shall be responsible for any attorney fees if SERVICERS have to collect any unpaid funds from
CUSTOMER..
15. Notices. Except as otherwise specifically provided, all notices and other communications required or permitted hereunder
(other than those involving normal operational matters relating to the Services) shall be in writing, shall be sent by. mail, courier or
facsimile (facsimile notices shall be confirmed in writing facsimile confirmation), if to Customer at the address appearing on the first
page of this MSA and if to PROVIDER at the following address: 1307 Walt Whitman Road, Melville, New York 11747, Facsimile
(631) 683 -7516, Attention: Executive Vice President Operations, with a copy to Attention: General Counsel's Office, 6200 S. Quebec
St., Suite 260 -A, Colorado 80111, and shall be deemed to have been given (i) if sent by mail or courier, when received, and (ii) if
sent by facsimile machine, when the confirmation copy is actually received. Notice given in any other manner shall be effective
when actually received.
16., Headings. The headings contained 'in this MSA and any Addenda are for convenience of reference only and shall not in any
way affect the meaning or construction of any provision of this MSA and any Addenda.
City of Miami Beach.final,doc. 2 of 23
i
y
r
17. Severability. The parties intend every provision of this MSA and any Addenda to be severable. If any part of this MSA and
any Addenda is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good
faith modify or substitute a provision consistent with their original intent. if any remedy fails of its essential purpose, then all other
provisions, including the limitations on liability and exclusion of damages, will remain fully effective.
18. Entire Agreement; Waiver. This MSA and any Addenda hereto constitute the entire agreement between the parties with
respect to the subject matter thereof, and supersedes any previous agreements and understandings. A party's waiver of a breach of
any term or condition of this MSA and any Addenda shall not be deemed a waiver of any subsequent breach of the same or another
term or condition. Purchase orders, requests for production, pre - printed terms or other CUSTOMER - generated documents that
PROVIDER may receive are for administrative convenience only and do not modify this MSA and any Addenda and are expressly
rejected by PROVIDER. The words "including ", "include" and "includes" will each be deemed to be followed by the term "without
limitation ". This MSA and any Addenda may be executed in counterparts, each of which will be deemed an original for all purposes,
but all of which when taken together will constitute one agreement: Section headings are for convenience only and will not affect
this MSA and any Addenda's meaning.
The parties hereto have caused this MSA and any Addenda to be executed by their duly authorized officers. THIS MSA AND ANY
ADDENDA IS NOT BINDING UPON PROVIDER UNTIL SIGNED BY PROVIDER.
CITY OF MIAMI BEA SUNTRUST MERCHANT SERVICES, LLC
"S
By: 4/ By:
.y� Vt Name! /1 C i Ok Name: RARRARA ROEBER
(Please Print or Type) (Please QVV%bDPRftDENT
Title: 1" Title:
Date: Date:
AP'P'ROVED AS TO
FORM & LANGUAGE
FOR EXECUTION
City 4torneyDate
City of Miami Beach.final.doc 3 of 23
SUNTRUST MERCHANT SERVICES
BANKCARD ADDENDUM TO MASTER SERVICES AGREEMENT
This Merchant Services Bankcard Addendum ,( "Bankcard Addendum ") is among the CUSTOMER identified above, SUNTRUST
BANK, N.A. ( "BANK ") and SUNTRUST MERCHANT SERVICES, LLC ( "STMS ") (BANK and STMS are collectively referred to as
"SERVICERS "). The terms of the Master Services Agreement -between STMS and CUSTOMER are incorporated herein and the
parties agree to be bound by such terms.
BANK, as a wholly - owned operating subsidiary of a member of Visa U.S.A., Inc. ( "VISA') and MasterCard International Incorporated .
( "MasterCard ") (VISA and MasterCard, collectively, the "Associations" or "Bankcard Associations "), is a: licensee of the Bankcard
Associations permitting it to acquire VISA and MasterCard transactions and has sponsored STMS with the Bankcard Associations
as a "Member Services Provider" (as defined in the Bankcard Association Rules). Accordingly, STMS ,shall perform certain
functions in connection with authorization, processing and settlement for Customer hereunder. As between themselves, the
respective "rights and obligations of STMS and BANK shall be governed by the agreements between them and /or their parent
entities and Bankcard Association Rules. Customer acknowledges that, notwithstanding anything contained.in any or all of this
Bankcard Addendum (which includes the Annex(es), Operating Procedures, attachment(s), schedule(s) or supplement(s) referred to
herein or amendments to any of the aforesaid) to the contrary, BANK's obligations hereunder shall be limited to the sponsorship and
settlement of certain Card transactions submitted in accordance with the terms and conditions of this Bankcard Addendum and the
Bankcard Association Rules, and BANK shall not have any obligation or liability of any nature in connection with any and all debit or
EBT transactions or related services or any services of any kind provided by STMS or its affiliates provided hereunder or pursuant
hereto.
In consideration of the mutual covenants and agreements set forth herein and other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, SERVICERS and CUSTOMER agree as follows:
1 Definitions. As used in this Bankcard Addendum, capitalized terms will have the meaning set forth in Annex 1.
2. Services.
2.1 During the term of the Bankcard Addendum, CUSTOMER - shall use SERVICERS as its exclusive provider of all
Services for CUSTOMER.
2.2 Subject to Association Rules, Services may be performed by STMS or BANK subject to the agreements between them
as the same may be modified from time to time. In addition to SERVICERS, one or more affiliates of SERVICERS may
assist in providing terminals or other equipment and local support functions in connection with this Bankcard Addendum.
3.. Acceptance of Cards. -
3.1 CUSTOMER will accept any Card properly tendered, without imposing any special conditions not required or allowed by
Association Rules. CUSTOMER will assess no special charge or extract any special agreement, condition (including
any minimum or maximum transaction amounts) or security from a• Cardholder in connection with any Card transaction.
CUSTOMER shall not post signs indicating that CUSTOMER will refuse to honor Card transactions below or above a
specified amount. CUSTOMER may offer a discount for using cash if clearly disclosed as a discount from the price
available for all other means of payment. CUSTOMER shall not engage in acceptance practices or procedures that
discriminate against, discourage or favor the offered use of any particular Card accepted by CUSTOMER. CUSTOMER
Will not require Cardholders to provide personal information such as a home or business telephone number, a home or
business address, or any form of identification (such as a driver's license) as a condition for honoring and accepting a
Card, unless specifically required by this Bankcard Addendum or the applicable Association: CUSTOMER shall not
accept Cards at terminals that dispense scrip in violation of the Association Rules.
3.2 CUSTOMER must check each Card accepted for validity in accordance with the terms of this Bankcard Addendum, the
Operating Procedures and the applicable Association Rules. .CUSTOMER must not submit any sale that was not
created between the CUSTOMER and the Cardholder for settlement and under no circumstances may a CUSTOMER
submit any sale that has been previously charged back by the Cardholder and returned to CUSTOMER.
3.3 CUSTOMER will check each Card used during a transaction for validity in accordance with the terms of this Bankcard
Addendum, the Operating Procedures and the applicable Association Rules. CUSTOMER will not honor a Card that
- appears to be invalid or expired.
3.4 All Sales Drafts and Credit Vouchers must include (i) either a manual imprint, or an electronic printing of the Card
obtained by passing the magnetic stripe on the Card through a point -of -sale terminal, of Cardholder information
contained on the Card or magnetic stripe; (ii) the signature of the authorized user as it appears on the Card; (iii) the date
of the transaction; (iv) a description of the merchandise sold or rented or the services rendered; and (v) the total cash
price of the Card transaction (including taxes).
3.5 Except for transactions completed by using magnetic stripe reading point -of -sale terminals that print Card transaction
records or originated at limited amount terminals that are capable of. reading magnetic stripes and limit each Card
transaction to twenty -five ($25), CUSTOMER is deemed to warrant the true identity of any Cardholder unless
CUSTOMER imprints the Card on the Sales Draft, as described in subsection 3.4, above.
3.6 Unless a Card transaction is governed by Section 6, Section 9 or otherwise specifically authorized by SERVICERS in
writing, CUSTOMER may only complete a Card transaction when (i) the Card is present and (X) the data stored on the
magnetic.stripe is electronically read and printed by a magnetic stripe reader or (Y) the Card is. manually imprinted, (ii)
the Card is signed and the signature on the Sales Draft appears to be the same as the signature on the Card, (iii) the
- Cardholder resembles the person.pictured (if any) on the Card, and (iv) all, or the appropriate - portion, of the embossed
account number on the Card matches with the corresponding digits printed on the Card. and with the account number
displayed and /or printed by a point -of -sale device reading the magnetic strip on the Card., (If a previously unsigned.
Card is signed at the time of a Card transaction, CUSTOMER .will review (and identify on the .Sales Draft) a current,
City of Miami BeIach.final.doc 4 of 23
t
official government identification document (such as a driver's license or passport) bearing the Cardholder's signature.)
CUSTOMER will deliver at least one copy of the Sales Draft or agreement or Credit- Voucher to the Cardholder.
4. Operating. Procedures; Association Rules.
CUSTOMER acknowledges that it has received the Operating Procedures, the terms of which are incorporated into" this
Bankcard Addendum. CUSTOMER agrees to follow the procedures in the Operating Procedures in connection with each
Card transaction and to comply with all applicable Association Rules. From time to _time, SERVICERS may change the
Operating Procedures, in whole or in part, and other operating procedures, by providing CUSTOMER with at least thirty (30)
days' prior written notice of the change. However, in the event of changes in the Association Rules or due to security
.. reasons, certain changes in Card procedures may become effective on shorter notice. If there is any conflict between the
terms of this Bankcard Addendum and the Operating. Procedures, the terms of this Bankcard Addendum will govern, unless
the conflict is directly related to a change in the Operating Procedures . which specifically addresses a procedure. or
requirement detailed in this Bankcard Addendum. If CUSTOMER loses or otherwise misplaces the Operating Procedures or
notices of changes thereto, CUSTOMER shall be responsible for contacting SERVICERS to obtain replacement copies.
5. Authorization.
5.1 CUSTOMER shall be responsible for obtaining Authorization in advance for each Card transaction. The Authorization
number provided by SERVICERS shall be noted by CUSTOMER in the appropriate place 'on the Sales Draft. If
Authorization is declined, CUSTOMER shall not complete the Card transaction.
5.2 CUSTOMER shall comply with any special authorization procedures contained in any other sections of this Bankcard .
Addendum, the Operating Procedures the Schedules and the Association Rules.
5.3 CUSTOMER acknowledges that Authorization, (i) indicates only the availability of credit at the time of Authorization; (ii)
does not warrant that the person presenting the Card is the rightful Cardholder; and (iii) is.not an unconditional promise
or guarantee by SERVICERS that any Card transaction will not be subject to Chargeback.
5.4 CUSTOMER may, as permitted in this Bankcard Addendum and for an additional fee, obtain a voice authorization or
manually enter the transaction, in the event that the POS Terminal is not operating properly. SERVICERS will provide
CUSTOMER with an approval number for voice authorized transactions and CUSTOMER shall record such approval
number on the Sales Draft.
5:5 SERVICERS shall have - no obligation to process. any transactions initiated with a Card type not selected by
CUSTOMER on the Application and SERVICERS shall be entitled to decline such transactions without first attempting
to obtain an authorization. In the event any such transaction is inadvertently not declined by SERVICERS and is
authorized by a card- issuing organization, Credit Card Association, or Network, CUSTOMER shall be fully liable for
each transaction, as if the Card type initiating in such transaction was selected by CUSTOMER on the Application.
6. Telephone and Mail Orders.
6.1 If CUSTOMER is authorized to accept telephone or mail orders, Authorization for each such Card transaction,
regardless of the face amount, must be obtained and CUSTOMER must write "TO" (indicating, telephone order), or
"MO" (indicating mail order) as applicable, on the Sales Draft in lieu of the Cardholder's signature. CUSTOMER
assumes all responsibility for identification of the Cardholder and the validity of the Card information for telephone and
mail orders. For telephone and mail order Card transactions where merchandise is to be shipped or delivered to or for .
the Cardholder, the shipping date shall not be more than five calendar days after the Authorization is obtained, - and any
shipping costs not included in the .Authorization amount must not exceed fifteen percent (15 %) of the amount
authorized.
6.2 An installment payment option may be offered for telephone or mail order merchandise if all terms are clearly disclosed,
each installment is authorized, the first installment is not submitted for settlement until the merchandise is shipped, and
subsequent installments are submitted no more frequently than monthly.
6.3 Under no circumstances may CUSTOMER require that a Cardholder complete a postcard or other document which
displays the Cardholder's account data in plain view when mailed.
7. Multiple Sales Drafts and Partial Consideration.
7.1 Except as shall be specifically set forth in the Operating Procedures or the,Association Rules, CUSTOMER shall list all
items of goods and services purchased during each Card transaction and the total amount thereof on a single Sales
Draft.
7.2 CUSTOMER shall comply with all special procedures and conditions applicable under the Operating Procedures. and
the Association Rules with respect to any partial "payment, installment payment, delayed delivery or advance deposit
situation and any delayed or amended charges for a travel and entertainment transaction. CUSTOMER shall not use
more than one Sales Draft to represent a single Card transaction to avoid the need for Authorization.
8. Preauthorized Orders and Recurring Sales.
8.1 A Preauthorized Order or Recurring Sale may include the payment of recurring charges such as insurance premiums, .
subscriptions, membership fees, tuition or utility charges and may also include preauthorized . health care payments
(subject to a Schedule).
8.2 If CUSTOMER is authorized to accept Preauthorized Orders or Recurring Sales, Authorization for each such Card
transaction, regardless of the amount, must be obtained and CUSTOMER must write "Recurring Transaction" (for Visa
and other non - MasterCard Card transactions) or "PO" (for MasterCard Card transactions) as applicable, on the Sales
Draft in lieu of the Cardholder's signature.
8.3 Except for Preauthorized health care payments for the incremental costs not covered by insurance, advance deposits
and installment payments, all made in compliance with this Bankcard Addendum and the Operating Procedures and
Association Rules, a Preauthorized Order or Recurring Sale may not include partial payments made to CUSTOMER for
goods or services purchased in a single transaction. In no event may any finance charges be imposed on any periodic
payments in connection with a Preauthorized Order or Recurring Sale.
City of Miami Beach.final.doc 5 of 23
8.4 CUSTOMER may not accept a Preauthorized Order or Recurring Sale from a Cardholder for the purchase of goods or
services which are delivered or performed periodically unless the Cardholder completes and delivers to CUSTOMER a
written request (and, when applicable, a written renewal request) identifying (i) the goods or services to be charged -to
the Cardholder's account, (ii) the amount of the preauthorized or recurring charges (unless such charges are for
variable amounts), (iii) the frequency of the preauthorized or recurring charges and (iv) the duration of time for which the
Cardholder's permission is granted. If CUSTOMER accepts any Preauthorized Orders or Recurring Sales for variable
amounts, CUSTOMER must comply with the supplemental provisions set forth in the applicable Schedules.
8.5 The Cardholder's written request (including any written renewal request) must be (i) retained for the duration of the
preauthorized or recurring charges; (ii) provided in response to a . Card issuing bank's request for original
documentation; and (iii) used no longer after receiving notice of cancellation.
9. Internet Processing.
CUSTOMER must obtain approval from SERVICERS to accept and process Internet transactions through SERVICERS.
CUSTOMER also acknowledges that it must inform SERVICERS of its use of any processing software, third party Internet
payment gateway, shopping cart, Web Site host, or other service provider (collectively "Internet Service Providers "), that any
Internet payment gateway must be approved by SERVICERS and that CUSTOMER is prohibited from transmitting any
cardholder transaction data to any Internet Service Providers (or any third party) without the approval of SERVICERS: If
CUSTOMER accepts Internet transactions without such approval, SERVICERS may, in addition to any other rights it may
have under this Bankcard Addendum, establish a chargeback reserve account to protect them from risk of loss. If authorized
to accept payment by Internet, the Sales Draft shall be completed without the Cardholder's signature or an Imprint but shall
include the Cardholder's name, billing address, Card number, expiration date, of the Card, a description of the merchandise
or service and the date and amount of all charges. All Internet transactions will be settled by SERVICERS into a depository
institution in the United States. CUSTOMER shall process Internet transactions only (a) if the Internet transactions have been
encrypted by SERVICERS or by an Internet Service Provider acceptable to SERVICERS and (b) Cardholder data is protected
by CUSTOMER as required by the then — current Association Rules, PCI data security requirements, or any other "applicable
regulations. Encryption is not guarantee of payment to CUSTOMER. CUSTOMER acknowledges that Internet transactions
may be authorized and settled through separate BIN /ICA numbers and interchanges and that SERVICERS may be unable to
combine deposits of Internet transactions and non Internet credit and debit Card transactions. Because the transactions
processed via the Internet are higher risk, CUSTOMER may be charged higher fees which are set forth on the Schedule of
Fees. Internet transactions are subjected to a higher incidence of chargebacks and, as with non - Internet transactions,
receiving an authorization and following procedures will not relieve the CUSTOMER of liability associated with chargebacks
and /or the fraudulent use of customer data obtained off of CUSTOMER's Web Sites. All communications costs related to
Internet transactions are CUSTOMER's responsibility. SERVICERS will not manage the Internet telecommunication link
which is also CUSTOMER's responsibility. Obtaining any license or sub - license of software required to permit CUSTOMER
to process Internet transactions shall be CUSTOMER's responsibility, and if obtained from SERVICER's, subject to a
separate agreement. SERVICERS do not guarantee that obtaining required approvals from SERVICERS or implementing
suggested security measures will cause CUSTOMER's Internet transactions to be secure or impregnable, and SERVICERS
will not be responsible in the event of the infiltration of CUSTOMER's or any Internet Service Provider's security systems.
CUSTOMER further acknowledges and agrees that SERVICERS are not responsible .for the security of the Cardholder data
or information stored on CUSTOMER's or any Internet Service Provider's computers, systems or Web Site(s) and that
CUSTOMER will be solely responsible for any liability, fines, or penalties arising from its use, storage, or dissemination of
cardholder data.
.10. Cardholder Refunds and Credits.
10.1 If a Cardholder returns goods or cancels services purchased from CUSTOMER with .a Card, or CUSTOMER allows any
other price adjustment after a sale has been completed and a refund or adjustment is due to the Cardholder (other than
any involuntary refund required by applicable airline or other tariff or by law), CUSTOMER will not return cash to the
Cardholder but will instead prepare a Credit Voucher and process each such refund or adjustment, as specified in the
Operating Procedures and Association Rules. CUSTOMER will give the Cardholder a copy of the completed Credit
Voucher.
10.2 If- CUSTOMER establishes a policy limiting refunds or acceptance of returned merchandise (e.g., no refund, exchange
only, in -store credit only, or special conditions), CUSTOMER must follow the procedures regarding refunds and returned
merchandise as set forth in the Association Rules including, without limitation, the proper disclosure of such policy on all'
copies of each Sales Draft in letters at least 1/4" high in close proximity to the space provided for the Cardholder's
signature.
10.3 'CUSTOMER will not accept money from a Cardholder for the purpose of preparing and depositing a Credit Voucher that
will effect a deposit to the Cardholder's account. CUSTOMER must not process a.Credit Voucher without having
completed a previous Card transaction with the same Cardholder (or with a Cardholder who purchased a gift returned
by the recipient). Under no circumstances may CUSTOMER require a Cardholder to waive the Cardholder's right to
dispute a Card transaction with the Card issuing bank.
11 Presentment of Card Transactions.
11.1 CUSTOMER shall electronically or physically deliver to SERVICERS Sales Drafts for all Card .transactions to be
processed and - settled 'hereunder. The deadlines for submitting Sales Drafts are: (i) for VISA and .MasterCard Card
transactions, the special time frames specified in the Schedules for CUSTOMER's Card transactions to qualify for the
special pricing provided under applicable VISA and MasterCard incentive programs;.(ii) for Card transactions involving
Cards other than VISA or MasterCard, the time frames established by CUSTOMER's agreement with the applicable
Association or by the applicable Association Rules; (iii) the applicable time of day specified in the Schedules hereto and
(iv) in no event later than the fifth calendar day or third banking day (whichever is earlier) after completing Card
transactions (unless CUSTOMER is entitled to any special extension of these deadlines). CUSTOMER acknowledges
City of Miami Beach.final.doc 6 of 23
that the times specified in clause (iv) of the previous sentence are the maximum deadlines and that faster t ime frames
are required to qualify for incentive programs.
11.2 CUSTOMER will not submit any Sales Draft was not created in conjunction with a Card transaction between
CUSTOMER and the applicable Cardholder. Under no circumstances will CUSTOMER submit any Sales Draft that has
been previously charged back by the Cardholder and subsequently returned to CUSTOMER.
12. Settlement of Card Transactions.
12.1 SERVICERS will only be - required to settle CUSTOMER's Card transactions for Cards as specified herein. Promptly
after presentment of Sales Drafts pursuant to Section 11, above, as applicable,, SERVICERS will initiate a transfer via
Automated Clearing House Credit of the applicable settlement funds to CUSTOMER. When SERVICERS receive
payment of settlement funds through automated clearing house credit, SERVICERS will initiate a transfer of such
applicable settlement funds through ACH to CUSTOMER's Settlement Account. Settlement by automated clearing
house credit will take place the second banking day after SERVICERS process the applicable Card transactions.
12.2 All settlements to CUSTOMER for VISA and MasterCard Card transactions will be based upon gross sales, less
credits /refunds, adjustments, applicable interchange, assessments, fees, Chargebacks, amounts payable to third
parties pursuant to instructions from CUSTOMER in accordance with Association Rules, and any other amounts then
due from CU- STOMER to SERVICERS. Settlement generally occurs with in two. (2) banking days after SERVICERS
process applicable settlement file.
12.3 All credits to CUSTOMER's Settlement Account or other payments to CUSTOMER are provisional and are subject to,
among other things, SERVICERS' final audit, Chargebacks (including SERVICERS' related losses), fees and fines
imposed by the Associations. CUSTOMER agrees that SERVICERS may debit or credit CUSTOMER's Settlement
Account for any deficiencies, overages, fees and pending Chargebacks, or may deduct such amounts from settlement
funds due to CUSTOMER. Alternatively, SERVICERS may elect to invoice CUSTOMER for any such amounts, net due
30 days after the invoice date or on such earlier date as may be specified.
12.4 SERVICERS will not be liable for any delays in receipt of funds or errors in debit and credit entries caused by third
parties including but not limited to any Association or CUSTOMER's financial institution. In addition to any other
remedies available to SERVICERS under this Bankcard Addendum, CUSTOMER agrees that should any of the events
set forth in Paragraph 21.3 occur, SERVICERS may, upon at least 24 hours' advance written notice, change processing
or payment terms to suspend. credits or other payments of any and all funds, money and amounts now due or hereafter
to become due to CUSTOMER from SERVICERS pursuant to the terms of this Bankcard Addendum, until SERVICERS
have had reasonable opportunity to investigate and discuss such event with CUSTOMER. In cases of fraud similar
cause, no prior notice shall be required, but SERVICERS shall notify CUSTOMER in writing within three business days
after effectuating a suspension of credits or other payments, which notice shall state SERVICERS' reason for the belief
that such fraud or similar cause exists.
13 fees; Adjustments; Collection of Amounts Due.
13.1 SERVICERS shall charge CUSTOMER a fee for the Services, which shall be calculated and payable pursuant to the
Schedules and any additional pricing supplements. The discount fees shown on such Schedules shall be calculated .
based on the gross amount of only VISA and MasterCard transactions submitted to SERVICERS. The fees with _
respect to other Card transactions shall be a percentage of the gross amount of, or a per transaction fee for, all such
Card transactions. CUSTOMER - acknowledges that the fees stated herein are based upon the qualification of
CUSTOMER's transactions for certain reduced interchange fees as set by the applicable Association. If CUSTOMER's
Card transactions fail to qualify for the reduced interchange fees, SERVICERS shall process such Card transactions at
the applicable interchange fees as set by the applicable Association. If a transaction fails'to qualify for CUSTOMER's
anticipated interchange levels, then the Association will downgrade the transaction and process it at a more costly
interchange level for which it does qualify. In that event, CUSTOMER shall be charged a Non- Qualified Interchange
Fee, which is the difference between the interchange fee associated with the anticipated interchange level and the
interchange fee associated with the interchange level at which the transaction actually was processed ( "Non - Qualified
Interchange Fee ").
13.2 The fees for Services set forth in the Schedules and any additional pricing supplement, are based upon assumptions
associated with the anticipated annual volume, average transaction size and CUSTOMER's method of doing business.
If the actual volume or average transaction size are not as expected or if CUSTOMER significantly alters its method of
doing business, SERVICERS may adjust CUSTOMER's discount fee and transaction fees without prior notice.
13.3 The fees for Services set forth in the Schedules may be adjusted to reflect increases or decreases by Associations in
interchange, assessment or other Association fees or to pass through increases charged by third parties for on -line
communications and similar items. All such adjustments shall be CUSTOMER's responsibility to pay and shall become
effective upon the date any such change is implemented by the applicable Association or. other third party.
CUSTOMER shall at all times be responsible for, payment of all fees and charges (including increases additions, or
modification made thereto), without limitation, of any Credit Card Association, Network, card - issuing organization,
telecommunications provider, federal, state, or local governmental authority (each a "Third Party ") including, without
limitation any switch fee, issuer, reimbursement fee, adjustment fee, interchange fee, assessment fee or access fee,
(collectively, Third Party Fees ").
13.4 If CUSTOMER receives settlement funds by wire transfer, SERVICERS may charge wire transfer fees of ten dollars
($10) per wire, notwithstanding any.lesser amount shown on the Schedules, during any month in which the average
daily settlement funds wire transferred to CUSTOMER is less than ten thousand dollars ($10,000).
13.5 in addition to the regular Chargeback fees, as set forth on the Schedules, CUSTOMER agrees to pay SERVICERS any
fines, fees, or penalties imposed on SERVICERS by any Association, resulting from Chargebacks and any other fines,
fees or penalties imposed by an Association with respect to acts or omissions of CUSTOMER.
13.6 If CUSTOMER's Chargeback Percentage for any line of business exceeds the estimated industry chargeback
percentage, CUSTOMER shall, in addition to the regular Chargeback fees due to SERVICERS and any applicable
Chargeback handling fees or fines imposed by the applicable Association, pay SERVICERS the excessive Chargeback
City of Miami Beach.final.doc 7 of 23
fee shown on the Schedules for all Chargebacks occurring in such month in such line(s) of business. Each estimated
industry chargeback percentage is subject to change from time to time by SERVICERS. in order to reflect changes in the
industry chargeback percentage reported by VISA or MasterCard. Each then - current industry chargeback percentage
for CUSTOMER's applicable line(s) of business will be reflected in the monthly loss prevention report furnished to
CUSTOMER.
.13.7 If CUSTOMER believes any adjustments should be made with respect to CUSTOMER's Settlement Account for any
amounts due to or due from SERVICERS, CUSTOMER shall notify SERVICERS (at the addresses set forth in Section
26.2 and 27, respectively) in writing within 45 days after any debit or credit is or should have been effected. If -
CUSTOMER notifies SERVICERS after such time period, SERVICERS may, in their discretion, assist CUSTOMER, at
CUSTOMER's expense, in investigating whether any adjustments are appropriate and whether any amounts are due to
or from other parties, but SERVICERS shall not have any obligation to investigate or effect any such adjustments. Any
voluntary efforts by SERVICERS to assist CUSTOMER in investigating such matters shall not create any obligation to
continue such investigation or assist with any investigation in response to any future notices of possible adjustments
that are not timely submitted.
14. Chargebacks.
14.1 CUSTOMER shall be responsible for all Chargeback amounts relating to Card transactions settled by SERVICERS
where:
(i) merchandise is returned and a proper credit for Cardholder is not received by SERVICERS for processing;
(ii) the Sales Draft is, or is alleged to have been, executed, accepted, endorsed, completed. or assigned improperly
without authority or not. in accordance with the Authorization requirements or provisions of this Bankcard
Addendum;
(iii) regardless of any Authorization obtained (including without limitation, telephone and mail order transactions),
CUSTOMER completed a transaction when the Cardholder did not sign the Sales. Draft;
(iv) the signature on the draft was unauthorized as compared to the signature appearing on the Card, the signature
panel on the Card was blank, or a limited purpose business purchasing card was accepted without appropriate
authorization of the nature of the goods or services purchased (in addition to Authorization of the, transaction
amount);
(v) the Sales Draft is incorrectly completed, incomplete or illegible;,
(vi) the Cardholder disputes the sale, quality or delivery (or availability for pre- arranged pick -up) of merchandise or
the performance or quality of service covered by the Sales Draft or agreement accepted by such Cardholder;
(vii) the circumstances in which the Sales. Draft was created or submitted by, or credit was received by, CUSTOMER
constituted or otherwise involved a breach of any term, condition, representation, warranty or duty of CUSTOMER
hereunder;
(viii) multiple Sales Drafts were executed to avoid the need to obtain authorization necessary to complete the
transaction;
(ix) the extension of credit for merchandise sold or rented or services performed was in violation of law or the rules or
regulations of any governmental agency, whether federal, state, local or otherwise;
(x) a legible copy of the Sales. Draft or Credit Voucher cannot be- produced by CUSTOMER within ten days of
SERVICERS' request (except to the extent SERVICERS are responsible pursuant to Paragraph 16.1);
(xi) the Cardholder asserts any claim or defense which the Cardholder has as a consumer of goods, or services;
(xii) the Cardholder disputes the validity of a telephone or mail order Card transaction;
(xiii) the Card transaction is otherwise subject to Chargeback by the Card issuing bank or Cardholder in accordance
with the Association Rules or applicable law; or
(xiv) the Card transaction is subject to Chargeback in accordance with the procedures set forth in the Operating
Procedures.
14.2 CUSTOMER shall reimburse SERVICERS for any Chargebacks, return. items, or other losses resulting from
CUSTOMER's failure to produce a Card transaction record requested by SERVICERS within the applicable time limits.
15. Representations; Warranties.
15.1 Without limiting any other warranties hereunder, CUSTOMER represents and warrants as to each Card transaction
submitted by CUSTOMER under this Bankcard Addendum that:
(i) the Card transaction represents a bona fide sale /rental of merchandise or services not previously submitted;
(ii) the Card transaction represents an obligation of the Cardholder for the amount of the Card transaction;
(iii) the amount charged for the Card transaction is not subject to any dispute, setoff, or counterclaim;
(iv). the Card transaction amount is only for the merchandise or services (including taxes, but without any surcharge)
sold or rented and, except for any delayed delivery or advance deposit Card transactions expressly authorized by
this Bankcard Addendum, the merchandise or service was actually delivered to or performed for the person
entering into the Card transaction simultaneously upon CUSTOMER's accepting and submitting the Card
transaction for processing;
(v) the Card transaction does not represent the refinancing of an existing obligation of the Cardholder (including any
obligation otherwise owed to CUSTOMER by a Cardholder or arising from the dishonor of a personal check);
(vi) CUSTOMER has no knowledge or notice of any fact, circumstances or defense which would indicate that the
Card transaction was fraudulent or not authorized by the Cardholder or which would otherwise impair the validity
or collectibility of the Cardholder's obligation arising from such Card transaction or relieve the Cardholder from
liability with respect thereto;
(vii) the Card transaction submitted to SERVICERS was entered into by CUSTOMER and the Cardholder; and
(viii) the Card transaction was made in accordance with the terms of this Bankcard Addendum, Association Rules and
the Operating Procedures.
_15.2 SERVICERS represent and warrant that SERVICERS will provide the services in accordance with the then current
applicable association rules.
City of Miami Beach.final.doc 8 of 23
16. Retention of Records.
16.1 If the Schedules provide that STMS shall prepare and retain images (on microfilm or otherwise) of CUSTOMER's paper
Sales Drafts and Credit Vouchers, CUSTOMER shall deliver to STMS the originals or copies of CUSTOMER's Sales
Drafts and Credit Vouchers in suitable form for imaging no later than seven calendar days from the date of the
transaction; provided however, that CUSTOMER shall retain legible copies of Sales Drafts and Credit Vouchers for at
least six months following the date of each such transaction. If the Schedules provide that STMS shall capture and
store data reflecting Card transactions electronically transmitted to STMS, CUSTOMER shall transmit to STMS all data
required to be included on Sales Drafts and Credit Vouchers (or CUSTOMER shall be responsible for any deficiencies
in the data transmitted).
16.2 If the Schedules provide that CUSTOMER shall retain images (on microfilm or otherwise) or legible copies of
CUSTOMER's Sales Drafts and Credit Vouchers, CUSTOMER shall retain legible copies of Sales Drafts and Credit
Vouchers for a period of at least eighteen months from the date of each such transaction. CUSTOMER shall submit to
SERVICERS a legible copy of a Sales Draft or Credit Voucher within 48 hours of a request by SERVICERS.
16.3 Unless the Schedules provide that STMS is responsible for retaining records of CUSTOMER's Card transaction data
and CUSTOMER has actually delivered to STMS the applicable Card transaction data containing all required
information in legible and suitable form for imaging or electronic capture and storage .(as applicable), CUSTOMER shall
be responsible for the retrieval of all Sales Drafts and Credit Vouchers requested by SERVICERS within the shortest
time limits established by the Association Rules, as specified in the Operating Procedures, this Bankcard Addendum, or
other notice from SERVICERS. CUSTOMER shall not be relieved of its responsibility under the preceding sentence for
any deficiencies in Card transaction data transmitted or otherwise delivered to SERVICERS, even though STMS may
agree to capture or produce images of, store and retrieve any such incomplete data on CUSTOMER's behalf.
17. Cash Payments by and Cash Disbursements to Cardholders.
CUSTOMER shall not accept any direct payments from Cardholders for charges of merchandise or services which have been
included on a Sales Draft, it being the right of the Card issuing bank to receive such payments. Taxes on Card transactions
must be included in the amount charged and may not be collected by CUSTOMER in cash. CUSTOMER shall not make any
cash disbursements to a Cardholder as part of a Card transaction except to the extent expressly authorized by one or more of
the Schedules, the Operating Procedures or the Association Rules.
18. Confidentiality.
18.1 Unless CUSTOMER obtains consents from each applicable Association, SERVICERS, Card issuing bank and
Cardholder, CUSTOMER shall not use, disclose, sell or disseminate any Cardholder information obtained in connection
with a Card transaction (including the the names, addresses and Card account numbers of Cardholders) except for
purposes of authorizing, completing and settling Card transactions and resolving any chargebacks, retrieval requests or
similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or
order or if required pursuant to Florida Public Records law. CUSTOMER shall use proper controls for and shall limit
access to, and shall render unreadable prior to discarding, all records containing Cardholder account numbers and Card
imprints. CUSTOMER must not retain or store magnetic stripe data after a transaction has been authorized. If
CUSTOMER stores any electronically captured signature of a Cardholder, CUSTOMER shall not reproduce such;.
signature except upon specific request of SERVICERS.
18.2 CUSTOMER acknowledges that it obtains no ownership rights in any information relating to and derived from Card
transactions. Cardholder account numbers, personal information and other Card transaction information, including any
databases containing, such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy,
insolvency or failure of CUSTOMER's business. Upon a bankruptcy, insolvency or failure of CUSTOMER's business all
Card transactions information must be returned to SERVICERS or acceptable proof of the destruction of all Card
transaction information must be provided to SERVICERS.
19. Supplies; Advertising.
At CUSTOMER's option and at charges specified from time to time by SERVICERS, SERVICERS may furnish CUSTOMER
with operational supplies such as the forms of sales drafts, 'credit vouchers and Association decals (excluding any supplies for ,
terminals or other equipment, which shall be CUSTOMER's responsibility). CUSTOMER shall display VISA, MasterCard and,
if applicable, other Association decals and program marks on promotional materials furnished by SERVICERS, as required by
Association Rules, but shall not indicate that VISA, MasterCard or any other Association endorses CUSTOMER's goods or
services and shall not continue using such materials after termination of this Bankcard Addendum.
20. Assignment.
20.1 Any transfer or assignment of this Bankcard Addendum by CUSTOMER without SERVICERS' prior written consent, by
operation of law or otherwise, is voidable at either SERVICER'S sole discretion. In the event of, such transfer or
assignment, the party to whom the Bankcard Addendum was transferred or assigned shall be bound to the terms and
conditions of this Bankcard Addendum to the same extent as if SERVICERS and such assignee or transferee, as the
case may be, entered into an agreement identical to this Bankcard Addendum on the effective date of such transfer or
assignment. Furthermore, CUSTOMER shall indemnify and hold SERVICERS harmless from all liabilities,
Chargebacks, expenses, costs, fees and fines arising in connection with such transferees or assignees, as the case
may be, submission of Card transactions to SERVICERS for processing. For purposes of this Bankcard Addendum,
any transfer of voting control of CUSTOMER or its parent shall be considered an assignment or transfer hereof.
20.2 Upon notice toy CUSTOMER, another VISA and MasterCard member may be substituted for BANK under whose
sponsorship this Bankcard Addendum is performed. Upon substitution, such other VISA and MasterCard member shall
be responsible for all obligations required of BANK, including without limitation, as may be expressly required by
applicable Association Rules. Subject.to Association Rules, SERVICERS may assign or transfer this Bankcard
Addendum and their rights. and obligations hereunder and may delegate their duties hereunder, in whole or in part, to
City of Miami Beach.final.doc 9 of 23
any third party, whether in connection with a change in sponsorship, as set forth in the preceding sentence, or
otherwise, without the notice to or consent of CUSTOMER.
20.3 Except as provided in the following sentence, this Bankcard Addendum shall be .binding upon permitted successors and
assigns and shall inure to the benefit'of the parties and their respective permitted successors and assigns, No assignee
for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff or any other officer of
a court, or other person charged with taking custody of a party's assets or business, shall have any right to continue or
to assume or to assign this Bankcard Addendum.
21. Term; Events of Default.
21.1 This Bankcard Addendum and the applicable Schedules shall become effective upon the date this Bankcard Addendum
and the applicable Schedules are signed by BANK, which shall in all instances be on or after the date(s) CUSTOMER
and STMS sign this Bankcard Addendum and the applicable Schedules and CUSTOMER will be advised of the
effective date by SERVICERS.
21.2 The initial term and' any subsequent terms of this Bankcard Addendum shall commence and shall continue in force as
described in the MSA.
21.3 If any of the following events shall occur (each an "Event of Default
(i) a material adverse change in the business, financial condition, business procedures, products or services of
CUSTOMER; or
(ii) any assignment or transfer of voting control of CUSTOMER or its parent; or
(iii) a sale of all or a substantial portion of CUSTOMER's assets; or
(iv) irregular Card sales by CUSTOMER, excessive Chargebacks or any other circumstances which, in SERVICERS'
sole discretion, may increase SERVICERS' exposure for CUSTOMER's chargebacks or otherwise presents a
financial or security risk to SERVICERS; or
(v) any representation or warranty of CUSTOMER in this Bankcard Addendum is breached in any material respect or
was or is incorrect in any material respect when made or deemed to be made; or
(vi) CUSTOMER shall default in any material respect in the performance or observance of any term, covenant,
condition or agreement contained in this Bankcard Addendum, including, without limitation, the establishment or
maintenance of funds in a Reserve Account, as detailed in Paragraph 22," or the Data Security requirements as .
detailed in Section 25;
(vii) CUSTOMER shall default in any material respect in the performance or observance of any term, covenant or
condition contained in any agreement with any affiliate of SERVICERS, including, but not limited to, any
agreement governing check guarantee or check verification services; or
(viii). CUSTOMER shall default in the payment when due, whether upon maturity or otherwise, of any material
indebtedness for borrowed money or any material trade payable; or
(ix) CUSTOMER shall: commence a voluntary case under. the Bankruptcy Code; file a petition seeking to take
advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
entry into a composition agreement or similar arrangement for adjustment of debts; consent to or fail to contest in
a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or
other laws; apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property
domestic or foreign; generally become unable to pay its debts or trade obligations as they become due; make a .
general assignment for the benefit of creditors; or take any corporate action for the purpose of authorizing any of
the foregoing; or
(x) a case or other proceeding shall be commenced against CUSTOMER, in any court of competent jurisdiction
seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, winding up or adjustment,of debts, the appointment of a trustee, receiver, custodian,
.liquidator or the like of CUSTOMER, or of all or any substantial part of the assets, domestic or foreign, of
CUSTOMER, and such case or proceeding shall continue undismissed or unstayed for a period of sixty (60)
consecutive days, or an order granting the relief requested in such case or proceeding against CUSTOMER
(including, but not limited to, an order for relief under the Bankruptcy. Code) shall be entered; or
(xi) the independent certified accountants retained by CUSTOMER shall refuse to deliver an unqualified opinion with
respect to the annual financial statements of CUSTOMER and its consolidated subsidiaries;
then, upon the occurrence of (1) an Event of Default specified in subparagraphs (iv), (vi), (ix) or (x) above, SERVICERS
may consider this Bankcard Addendum to be terminated immediately, without notice, and all amounts payable
hereunder by CUSTOMER to SERVICERS shall be immediately due and payable in full without demand or other notice
of any kind, all of, which are expressly waived by CUSTOMER,' and (2) any other Event of Default, this Bankcard
Addendum may be terminated by SERVICERS by giving not less than ten (10) days' notice to CUSTOMER, and upon
such notice all amounts payable hereunder by CUSTOMER to SERVICERS shall be due and payable on demand.
21.4 Neither the expiration nor termination of this Bankcard Addendum shall terminate the obligations, and rights of the
parties pursuant to provisions of this Bankcard Addendum which by their terms are intended to survive or be perpetual
or irrevocable and such provisions shall survive the expiration or termination of this Bankcard Addendum.
21.5 If any Event of Default shall have occurred and be continuing, SERVICERS may, in their sole discretion, exercise all of
their rights and remedies under applicable law,, including, without limitation, exercising their rights under Section 22.
21.6 This Bankcard Addendum also may be terminated by SERVICERS prior to the then - current expiration date upon at
least. 90 days' advance written notice, if CUSTOMER's Card transactions fail to conform to the volume or average
transaction size representations as set forth in the Schedules.
21.7 This Bankcard Addendum also may be terminated by SERVICERS without notice or penalty, if in their sole discretion,
such termination is necessary for SERVICERS to comply with their obligations under any applicable law, rule or
regulation including, but not limited to, the Office of Foreign Assets • Control ( "OFAC ") Regulations and Association
Rules. SERVICERS' termination of this Bankcard Addendum pursuant to this Section 21.7 shall not be deemed a
breach of contract by SERVICERS.
City of Miami Beach.final.doc 10 of 23 f.
21.8 If this Bankcard Addendum is terminated for cause, CUSTOMER acknowledges that SERVICERS may be required to
report CUSTOMER's business name and the names and other identification of its principals to the Combined•
Terminated Merchant File maintained by VISA and MasterCard. CUSTOMER expressly agrees and consents to such
reporting in the event CUSTOMER is terminated as a result of the occurrence of an Event of Default
21.9 The provisions governing processing and settlement of Card transactions, all related adjustments, fees and other
amounts due from CUSTOMER and the resolution of any related chargebacks, disputes or other issues involving Card
transactions will continue to apply even after termination of this Bankcard Addendum, until all Card transactions made
prior to such termination are settled or resolved. In addition, the provisions of.Sections 13 through 18; inclusive, 20, 22;
24 and 25, and Subsections 21.7, 21.9, 26.2 and 26.3, all in this Bankcard Addendum, shall survive any termination.
Upon termination of this Bankcard Addendum, CUSTOMER agrees to immediately send SERVICERS all the data
relating to Card transactions made up to the date of termination.
21.10 After termination of this Bankcard Addendum for any reason whatsoever, CUSTOMER shall continue to bear total
responsibility for all. Chargebacks, fees, credits and adjustments resulting from Card transactions processed pursuant to
this Bankcard Addendum and all other amounts then due or which thereafter may become due to SERVICERS under
this Bankcard Addendum or which may be due to SERVICERS before or after such termination.to either SERIVCERS
or any of SERVICERS' affiliates for any related equipment or related services.
22. Reserve Account; Security Interest.
22.1 CUSTOMER expressly authorizes SERVICERS to establish a Reserve Account pursuant to the terms and conditions
set forth in this Section 22. The initial amount of such Reserve Account shall be set by SERVICERS, in their sole
discretion, based upon CUSTOMER processing history and the anticipated risk of loss to SERVICERS.
22.2 The Reserve Account shall be fully funded upon -three days notice to CUSTOMER, or in instances of fraud or an Event
of Default, reserve account funding may be immediate. Such Reserve Account may be funded by all or any
combination of the following: (i) one or, more debits to CUSTOMER's Settlement Account or any other accounts held by
BANK or any of its affiliates; (ii) one or more deductions or off sets to any payments otherwise due to CUSTOMER; (iii)
CUSTOMER's delivery to SERVICERS of a letter of credit; or (iv) if SERVICERS so agree, CUSTOMER's pledge to
SERVICERS of a freely transferable and negotiable certificate of deposit. Any such letter of credit or certificate of
deposit shall be issued or established by a financial institution acceptable to SERVICERS and shall be in a form
satisfactory to SERVICERS. In the event of termination of this Bankcard Addendum by either CUSTOMER or
SERVICERS, an immediate Reserve Account may be established without notice in the manner provided above. Any
Reserve Account will be held by BANK for the greater of ten months after termination of this Bankcard Addendum or for
such longer period of time as is consistent with BANK's liability for Card transactions in accordance with Association
Rules. CUSTOMER's funds held in a reserve account may be held in a commingled Reserve Account for the reserve
funds of BANK's customers, without involvement by an independent escrow agent.
22.3 If CUSTOMER's funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other
charges due from CUSTOMER, or if the funds in the Reserve Account have been'released, CUSTOMER agrees to
promptly pay SERVICERS such sums upon request. In the event of a failure by CUSTOMER to fund the Reserve
Account, SERVICERS may fund such Reserve Account in the manner set forth in subsection 22.2, above.
22.4 To secure CUSTOMER's obligations to SERVICERS and their affiliates under this Bankcard Addendum CUSTOMER,
grants to SERVICERS a lien and security interest in and to any of CUSTOMER's funds pertaining to the Card
transactions contemplated by this Bankcard Addendum now or hereafter in the possession of SERVICERS, whether
now or hereafter due or to become due to CUSTOMER from SERVICERS. Any such funds, money or amounts may be
commingled with other funds of SERVICERS, or, in the case of any funds held pursuant to the foregoing paragraphs,
with any other funds of other customers of SERVICERS. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, SERVICERS are hereby authorized by CUSTOMER at
any time and from time to time, without notice or demand to CUSTOMER or to any other person (any such notice and
demand being hereby expressly waived), to 'set off, recoup and to appropriate and to apply any and all such funds
against and on account of CUSTOMER's obligations to SERVICERS under this Bankcard Addendum whether such
obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured.. CUSTOMER agrees to duly execute
and deliver to SERVICERS such instruments and documents as SERVICERS may reasonably request to perfect and
confirm the lien, security interest, right of set off, recoupment and subordination set forth in this Bankcard Addendum.
-23. INTENTIONALLY DELETED
24. Liquidated Damages.
24.1 The parties further agree and acknowledge that, in addition to any remedies contained herein or otherwise available
under applicable law and, notwithstanding anything to the contrary elsewhere in this Bankcard Addendum, if (a)
CUSTOMER breaches this Bankcard Addendum by improperly terminating it prior to the expiration of the applicable
term of the Bankcard Addendum, or (b) this Bankcard Addendum is terminated prior to the expiration of the applicable
term of the Bankcard Addendum in accordance with, and due to, an Event of Default by CUSTOMER specified in
subsection 21.3, then SERVICERS will, suffer a substantial injury that is difficult or. impossible to accurately estimate.
Accordingly, in an effort to liquidate in advance the sum that should represent the damages which would actually be
sustained by SERVICERS as the result of such a termination, the parties have agreed that the amount calculated in the
manner specified below is a reasonable pre- estimate of SERVICERS' probable loss, which shall be paid to
SERVICERS as liquidated damages in the event of any such termination. Any recovery pursuant to this Section 24
shall in no way limit SERVICERS' right to receive any payments due from CUSTOMER pursuant to Section 14. Such
liquidated damages shall be paid to SERVICERS within 15 days after CUSTOMER's receipt of SERVICERS' calculation
of the amount due. The liquidated damages amount shall equal 55% of the product of (i) the average net monthly fees,
as determined in accordance with subsection 24.2, and (ii) the number of months, including any pro rata portion of a
month, then remaining in the initial term or any renewal term, as applicable.
City of Miami Beach.final.doc 11 of 23
24.2 The average net monthly fees shall equal one - twelfth of the gross fees payable pursuant to the Schedules, less
.applicable interchange fees and assessments due pursuant to this Bankcard Addendum, during the 12 months
immediately preceding the date on which (i) SERVICERS receive notice from CUSTOMER of its intention to terminate
this Bankcard Addendum early, or (ii) SERVICERS learn of CUSTOMER's early termination in violation of this Bankcard
Addendum, or. (iii) this Bankcard Addendum is terminated early pursuant to subsection 21.3 (whichever produces the
higher amount); provided, however, if the Bankcard Addendum has been in place less than 12 months, the estimated
average net monthly fees shall equal the aggregate gross fees paid hereunder by CUSTOMER, divided by the number
of months the Bankcard Addendum was effective.
24.3 Liquidated Damages as defined herein shall not apply to any Automatic Renewal Period.
25. Data Security.
Per the terms of this Bankcard Addendum, CUSTOMER is required to follow the Operating Procedures and comply with
Association Rules as they may each be amended from time to time. The Association may impose different compliance
requirements on different types and levels of customers. The Association may impose restrictions, fines, or prohibit
CUSTOMER from participating in Association programs if it is determined CUSTOMER is non - compliant with such
programs. CUSTOMER understands that it must be in compliance with data security regulations for its type or level of
customer as defined by the Associations security procedures as well as comply with general security procedures.
SERVICERS will endeavor to provide CUSTOMER with amended operating procedures outlining the various
Association requirements with regard to Data Security, and other matters, pursuant to the terms of the Bankcard
Addendum, however, CUSTOMER understands and acknowledges that it is solely the responsibility of CUSTOMER to
maintain compliance with all Association PCI Data Security procedures and regulations, and to pay any and all fines
levied by the applicable Association for its non - compliance, whether or not SERVICERS provide to CUSTOMER the
amended operating procedures.
CUSTOMER also understands and acknowledges that it is solely responsible for the compliance of any and all third
parties (including but not limited to Internet Service Providers) that are given access by CUSTOMER, to CUSTOMER's
cardholder data, and for any third party POS VAR software that CUSTOMER may use. CUSTOMER further
acknowledges that it is CUSTOMER's responsibility to inform SERVICERS of any of CUSTOMER'S third party
providers that are given access by CUSTOMER to CUSTOMER's cardholder data. CUSTOMER. also acknowledges
that it is CUSTOMER's duty to notify SERVICERS of any data security compromise and to cooperate and assist
SERVICERS in any subsequent investigation.
SERVICERS may in their sole discretion, suspend or terminate card processing services under the Bankcard
Addendum for any data security compromise.
26. Miscellaneous.
26.1 If CUSTOMER requests SERVICERS to perform or provide any system enhancements, custom reports, or related
service enhancements that are different from or in addition to the system, services and reports SERVICERS otherwise
agree to provide to CUSTOMER (collectively, "System Enhancements "), SERVICERS will use reasonable efforts to
provide such System Enhancements if CUSTOMER pays SERVICERS the additional fees charged by SERVICERS for
such System Enhancements. Following receipt of any request for System Enhancements and prior to providing the
requested System Enhancements, SERVICERS shall provide CUSTOMER with a description of the System
Enhancements to be made, together with an estimate of SERVICERS' fee for providing such System Enhancements. If
CUSTOMER thereafter instructs SERVICERS to make such System Enhancements, SERVICERS shall do so, and
CUSTOMER shall pay the additional fees charged by SERVICERS for such System Enhancements.
26.2 The notice address for STMS shall be: 1307.Walt Whitman Road, Melville, New York 11747, Facsimile (631) 683 -7516,
Attention: Executive Vice President Operations, with a copy to Attention: General Counsel's Office at. 3975 NW 120"'
Avenue, Coral. Springs, Florida 33065, Facsimile: (954)845 -5550, and if to BANK at Mail Code FL- Orlando- 9126,7455
Chancellor Drive, Orlando, FL 38209.
2.6.3 This. Bankcard Addendum, along with the Master Services Agreement any Schedules and the Operating Procedures,
constitutes the entire agreement between the parties with respect to the subject matter.
26.4 The parties acknowledge that the VISA and MasterCard Association Rules give VISA and MasterCard certain rights to
require termination or modification of this Bankcard Addendum with respect to transactions involving VISA and
MasterCard Cards and the VISA and MasterCard Card system and to investigate CUSTOMER. The parties also
acknowledge that issuers of other Cards, for which SERVICERS perform services on behalf of CUSTOMER, may have
similar rights under their applicable Association Rules with respect to this Bankcard Addendum's applicability to
transactions involving such other Cards.
26.5 CUSTOMER acknowledges and agrees that any of information obtained by SERVICERS may be shared with
SERVICERS' affiliates, who have a need -to -know, in connection with the provision of other services provided to you by
SERVICERS, as long as the affiliates are under obligation to treat such information with the same degree of care as
required of SERVICERS.
City of Miami Beach.final.doc 12 of 23
f
,
27. Visa and MasterCard Disclosure
Member Bank Information: SunTrust Bank
- The Bank's mailing address is 7455 Chancellor Drive, Orlando, FL 38209
and its phone number is 800 - 432 -7628.
Important Member Bank Responsibilities Important Merchant Responsibilities
(a) The Bank is the only entity approved to extend acceptance (a) Ensure compliance with Cardholder data security and
of Visa and MasterCard products directly to a Merchant storage requirements,
(b) The Bank must be a principal (signer) to the Merchant (b) Maintain fraud and chargebacks below Association
Bankcard Addendum. thresholds.
(c), The Bank is responsible for educating Merchants on pertinent (c) - Review and understand the terms of the Bankcard
Visa and MasterCard Rules with which Merchants must Addendum.
comply; but this information may be provided to you by (d) Comply with Bankcard Association rules.
STMS.
(d) The Bank is responsible for and must provide settlement
funds to the Merchant in accordance with the terms of the
Bankcard Addendum.
(e) The .Bank is responsible for all funds held in reserve that are
derived from settlement.
The parties hereto have caused this Bankcard Addendum to be executed by their duly authorized officers. THIS BANKCARD
ADDENDUM IS NOT BINDING UPON SERVICERS UNTIL SIGNED BY SERVICERS OR UPON THE OCCURRENCE OF ONE
OF THE EVENTS SET FORTH IN SUBSECTION 21.3.
CITY OF WAMI BEACH SUNTRUST BANK, N.A.
CCU „) (
By: BY:
NameT Wa l o-L. Name BARBARA ROERER
(Please Print or Type) (Please PrintACr
Title: l� �y Title:
Date: Date:
SUNTRUST MERCHANT SERVICES, LLC
(" STM �
By:
Name:
(Please Print or Type)
Title:
Date:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City ►torney Date -
City of Miami Beach.final.doc 13 of 23
ANNEX I
The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms
of the terms defined):
1.1 " Association " means any entity formed to administer and promote Cards, including VISA International and MasterCard
International Incorporated, and any applicable debit networks.
1.2 " Association Rules mean the rules, regulations, releases, interpretations and other requirements (whether, contractual
or otherwise) imposed or adopted by any Association.
1:3 " Authorization " means the process by which CUSTOMER electronically accesses SERVICERS' computerized system,
unless such system is inoperable or otherwise not accessible to CUSTOMER, in which case CUSTOMER shall utilize
the designated toll -free telephone number, to obtain credit approval from the Card issuing bank before completion of the
Card transaction.
1.4 ` Bankruptcy Code means title 11 of the United States Code, as amended from time to time.
1.5 " Business Day means a day (other than Saturday or Sunday) on which SERVICERS are generally open for business.
1.6 " Card " means a valid credit card or valid off -line debit card bearing the service mark of VISA or MasterCard and, to the
extent the Schedules so provide, a valid card issued by any other Associations specified on such Schedules.
1.7 " Cardholder " means the individual whose name is embossed on the Card and any authorized user of such Card.
1.8 " Chargeback " means the procedure by which a Sales Draft or other indicia of a Card transaction (or disputed portion
thereof) is returned to SERVICERS by the Card issuing bank. CUSTOMER must comply with the Association Rules,
and is liable for all Chargebacks and related costs arising from CUSTOMER's transactions.
1.9 '' Chargeback Percentage means the ratio of overall Chargeback -to- settlement volume.
1.10 " Credit- Voucher means the evidence of a refund or price adjustment by CUSTOMER to a Cardholder's Card account in
connection with a prior purchase by such Cardholder using 'a Card, regardless of whether the form of such evidence is
in paper, electronic or otherwise.
1.11 " CUSTOMER's Chargeback Percentage :means the actual monthly percentage calculated by dividing CUSTOMER's
total monthly VISA and MasterCard Chargeback items in any line of business by the number of CUSTOMER's total
monthly VISA and MasterCard transactions in such line of business.
1.12 " Operating Procedures means the then - current manual prepared by SERVICERS, containing operational procedures,
instructions and other directives relating to Card transactions.
1.13 ° Preauthorized Order means a Cardholder's written authorization to make one or more future charges to such
Cardholder's MasterCard Card account.
1.14 " Recurring Sale means a Cardholder's written authorization to make one or more future charges to such Cardholder's
Visa or other non- MasterCard Card account.
1.15 " Reserve Account means a fund established and managed by SERVICERS to protect against actual or contingent
liability arising from Chargebacks, adjustments, fees and other charges due to or incurred by. SERVICERS.
1.16 " Sales Draft means evidence of a purchase of goods or services by a Cardholder from CUSTOMER using a Card,,
regardless of whether the form of such evidence is in paper, electronic or otherwise, all of which must conform to
Association Rules.
1.17 " Schedules " means the attachments, addenda and other documents, including revisions thereto, which may be
incorporated into and made part of this Bankcard Addendum.
1.18 " Services " means the activities undertaken by SERVICERS to authorize, process and settle all United States Dollar
denominated VISA and MasterCard Card transactions undertaken by Cardholders at CUSTOMER's location(s) in the
United States, and all other activities necessary for SERVICERS to perform the functions specified on the Schedules for
all other Cards covered by this Bankcard Addendum.
1.19 " Settlement - Account means an account at a financial institution designated by CUSTOMER as the account to be
debited and credited by SERVICERS for Card transactions, fees, Chargebacks and other amounts due hereunder or in
connection herewith (i.e., fines, penalties, attorneys' fees, etc.).
City of Miami Beach.final.doc 14 of 23
Schedule A
Fee Schedule
1. Bankcard Fees (per transaction): $0.04
(a) The Bankcard Service Fee of $0.04 are per Visa and /or MasterCard transaction. Sales plus Interchange and
Assessments will be charged monthly and is based on:
(i) An average ticket of $13.00 and
(ii) An annual bankcard volume of $22,000,000
(b) The interchange fees, assessments and qualifying criteria set forth in Attachment I annexed hereto may be changed
from time to time as mandated by the Associations.
(c) Each Foreign Visa /MasterCard transaction submitted by Customer will be subject to a .5% international transaction
handling fee. The fees set forth in this Section may be adjusted without notice to reflect increases or decreases in
applicable sales or, telecommunication taxes as levied by federal, state or local authorities.
2. Additional Services Fees (per item):
Chargeback Fee $10.00
Address Verification $00.05
MCNisa /Discover Voice $00.65
MCNisa /Discover VRU $00.65
MCNisa /Discover VRUNoice $00.65
Voice Auth & AVS $00.75
Visa /MC Access Fee $00.0269
General Pricing Information for Credit Transactions:
1. Billable transactions include: purchases, returns, declines, reversals, terminal balancing totals and authorizations.
2. The Visa /MC transaction fee includes authorization, data capture and settlement.
3. The fees and charges set forth on this Schedule A are in addition to all other Third Party fees and all fees due and
payable to Servicers and /or any- applicable Third Party, will be collected by Servicers as set forth in the Bankcard
Addendum.
4. Supplies provided at STMS' then - current costs, plus a minimum supplies handling fee of $11.95 per shipment.
5. Customer shall be responsible for payment of all shipping costs associated with any equipment purchased, leased or
maintained by Servicers hereunder.
Attachment I Interchange Fees, Qualifications and Assessment Fees
Attachment II Other Card Services
Attachment II -A Discover® Network Program Addendum
Attachment III Debit Services Addendum
City of Miami Beach.final.doc 15 of 23
Attachment II to Schedule A
Other Card Services
This Attachment 11 to Schedule A supplements the Merchant Bankcard Addendum (the "Bankcard Addendum ") to which it is
attached and sets forth the terms applicable to STMS provision of the specified services for the Card transactions issued by the
entities set forth below:
American Express x JCB
Diners Club x Discover ( "Novus ") See Attachment II -A.
The Card issuing entities selected above are collectively referred to as ( "Issuer ") unless otherwise specified in this Attachment 11.
1. FEES:
Authorization
(Per transaction)
American
Express: $15
Diners Club: $.04
JCB: N/A
Discover: See Attachment II -A
*Card processing services for these transaction types may be subject to a separate agreement.
General Pricing Information:
Billable transactions include: purchases, returns, declines, reversals, authorizations & terminal balancing totals.
The credit card transaction fee includes authorization and data capture. Settlement and payment for such card types will be
provided by the applicable third party provider, pursuant to the agreement between Customer and such third party provider.
The fees and charges set forth on this Schedule are in addition to all other third party fees and all fees due and payable to Servicers
and /or any applicable third party, will be collected by Servicers as set forth in the Bankcard Addendum.
2:. GENERAL: Customer understands and acknowledges that STMS' sole responsibility with respect to ISSUER Card transactions
shall be to provide the services specified in this Attachment.
In the event Customer has a separate Issuer Agreement with a respective Issuer, all Chargeback and financial obligations including
but not limited to fees and issues related thereto shall be governed by the terms of such Issuer Agreement. Notwithstanding the
foregoing, in the event STMS is providing settlement services for Diners Club and /or JCB transactions STMS shall be responsible
for providing such services pursuant to the terms of the Bankcard Addendum. Customer shall comply with all terms and conditions
of the Issuer Agreement and the applicable rules, regulations, interpretations and other requirements of the respective Issuer and
shall not seek authorization for or submit for processing or settlement hereunder any Issuer Card transactions at anytime when
Customer does not have in effect a valid Issuer Agreement with such Issuer. Customer agrees to notify STMS immediately upon
the termination of any Issuer Agreement to which it is a party. Upon such termination, STMS shall have no further obligations
hereunder to provide any services to Customer with respect to any transactions involving such Issuer Cards.
In the event Customer does not have a separate Issuer Agreement with a respective issuer, the Issuer Card services to be provided
hereunder shall be in accordance with the terms of the Bankcard Addendum and this Attachment.
3. ISSUER CONSENTS:
Customer shall be responsible for obtaining any operational consents required of Issuer to comply with procedures or practices
contemplated by,both Customer and STMS under this Bankcard Addendum.
4. AUTHORIZATION SERVICES ONLY:
In the event STMS is providing authorization services only for Issuer Card transactions as specified herein, .Customer shall. seek
such authorization through STMS. In the event .that STMS is not providing processing services for Issuer Card transactions as
specified in this Attachment, Customer shall be responsible for processing and submitting directly to the applicable Issuer for
settlement of such Card transactions.
City of Miami Beach.final.doc 16 of 23
5. PROCESSING AND SUBMISSION TO ISSUERS:
In the event STMS is providing processing services for Issuer Card transactions as specified herein, Customer shall submit to STMS
for processing all of Customer's Issuer Card. transactions and STIVIS shall process such transactions and transmit them
electronically to the applicable Issuer with a summary of such Card transactions
STMS does not warrant or'bear responsibility for the performance of any Issuer in any way.
SUNTRUST MERCHANT SERVICES, LLC CITY OF MIAMI BEACH
(CUSTO )
By: By-
Title: VJ(`F PRESIDENT Title:
Date: Date: f
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1 1( i n
itykto Vne /. ...Date
City of Miami Beach.final.doc 17 of 23
Attachment 11 -A to Schedule A
Discover@ Network Program Addendum
This Attachment II to Schedule A supplements the Merchant Bankcard Addendum (the "Bankcard Addendum ") to which it is
attached and sets forth the additional terms applicable to STMS provision of the specific services for the Card Transactions issued
by the Discover@ Network Program (also herein referred to as the "Program ").
General Pricing Information: Billing transactions include: purchases, returns, declines, reversals authorizations and terminal
balancing totals. The Discover@ card transaction fees include authorization and data capture. Settlement and payment for such
card type will be provided by STMS. The fees and charges set forth on this Attachment II are in additional to all other third party fees
and all fees due and payable to STMS and /or any applicable third party and will be collected by STMS as set forth in the Bankcard
Addendum.
FEES:
Interchange Plus:
Discover@ Network Credit. Transaction Fee (170) $.04 (1 P)
Discover@ Network Credit Transaction Fee (170) $.04 (Dial)
Discover @ Network Debit Transaction Fee (964) $.04 (1 P)
Discover @ Network Debit Transaction Fee (964) $.04 (Dial)
Discover Chargeback Fee (725) $10.00
GENERAL: Except and to the extent provided below in this Discover@ Network Program Addendum, the terms and conditions of
the Bankcard Addendum (which may be amended from time to time as provided in the Bankcard Addendum) shall govern
Customer's acceptance of Discover@ Network Cards, and STMS' provision of Services to Customer in connection with Discover@
Network Card transactions. Bank is not an Acquirer or a sponsor of Discover Card transactions under this Addendum.
STMS is the Acquirer for Discover transactions under this Addendum. Bank is not a part to the Addendum insofar as it relates to any
services that are related to Discover Card Transactions and Other Services. The provisions of this Addendum regarding Discover
Card and Other Services constitute an agreement solely between Customer and STMS.
Acceptance of DiscoverO Network Cards: Except as provided in this Discover@ Network Program Addendum, the terms
and conditions governing Customer's acceptance of Discover@ Network Cards are as specified in the Bankcard
Addendum. Customer agrees to accept Discover@ Network Cards at all of Customer's establishments in payment for
purchases of goods and services from all Discover@ Network Cards at Customer's establishment. Customer agrees to
follow the procedures below and the Operating Regulations concerning Customer's acceptance of Discover@ Network
Cards:
1. Submission of Sales Draft. Customer agrees to transmit Sales Drafts to STMS each business day in the format directed by
STMS and by the transmission deadline. Additional requirements for Discover@ Network Card sales by mail, telephone Internet
are described in the Operation Regulations and Bankcard Addendum.
2. Telephone, Mail Order and Internet Discover@ Network Card Sales. Customer agrees to obtain STMS' prior approval before
accepting any Discover@ Network Card Sales. over the Internet. Customer agrees to comply with STMS' data security and
encryption requirements in the Operating Regulations and Bankcard Addendum, including STMS' procedures for Discover@
Network transactions over the Internet and Discover@ Network Card transactions on Customer's web site.
3. Settlement of Transactions: Settlement for Customer's transactions using Discover@ Cards, is provided to Customer by
STMS, and for the purpose of this section, the words "we ", "our" and "us" refer only to STMS and not to Bank. As used in this
Attachment II, the term "Settlement" means the procedure by which STMS will reimburse Customer for the amount of each valid
Discover@ Network Card sale for which Customer submits Sales Drafts to STMS that represent a purchase from Customer's
establishment with a Discover@ Network Card, minus an amount equal to the sum of any Chargebacks, any credits to Discover@
Network Cardholders that Customer submits to STMS, and the fees due to STMS and.plus or minus adjustments that STMS makes
to reconcile or correct errors in Customer's Sales Drafts. The timing of Customer's Settlement payments is described in the
Operating Regulations and Bankcard Addendum, unless otherwise indicated by STMS in writing. STMS may, at our discretion,
change the timing of Customer's Settlement payment upon five (5) calendar days' advance written notice if required by Discover@
Network. Customer's terminals or point -of -sales devices must be programmed with the Merchant Account Number that STMS
assigned to Customer if Customer is to receive Settlement for Discover@ Network Card Sales. Customer is responsible for
reprogramming of Customer's terminals. If a third party programs Customer's terminals, Customer is responsible for such third
party's acts and omissions in connection there -with, including, without limitation, any payment of Customer's Settlement amounts to
the incorrect party. If Customer does not receive Settlement amounts for Discover@ Network Card sales in accordance with the
Bankcard Addendum and Operation Regulations, Customer must contact STMS immediately or risk non - payment for such
Discover@ Network Card sales.
4. Transaction Fee and Other Fees:
(a) Customer's service fees are indicated on Schedule A of the Bankcard Addendum or otherwise provided to Customer in
writing by STMS. Those fees are based upon assumptions associated with the anticipated annual volume and average
transactions size for all Services as set forth in Bankcard Addendum and Customer's. method of doing business. If the actual
volume or average transaction size are not as expected or if Customer significantly alter their method of doing business, STMS
may without prior notice adjust Customer's fees, or change any other amount STMS charges Customer for accepting
Discover@ Network Cards. Charges for which Customer has not obtained Authorizations or that are not submitted electronically
are subject to supplemental fees.
(b) Customer must notify STMS in writing of any error or omission in respect of Customer's Service fees or other fees or
payments for Charges or Credits within sixty (60) days of the date of the statement containing such error or omission. if
Customer does not do so, the statement will be conclusively settled as complete and correct in respect of such amounts,
provided that, if STMS determines at any time that we have paid Customer in error, we may effect a Chargeback to recover
such erroneous payment.
City of Miami Beach.final.doc 18 of 23
i
5. Downgrades; Surcharges: Customer shall be charged fees for the Services, which shall be calculated and payable pursuant to
this Discover® Network Program Addendum and.any additional pricing supplements. Customer acknowledges that the fees agreed
to are based on the assumption that Customer's transactions will qualify at certain Discover@ Network fee levels (Customer's
"Anticipated Fee Levels "). Each Anticipated fee Level has an associated fee that is established by Discover@ Network. If a
transaction fails to qualify for Customer's Anticipated Fee Level, then Discover@ Network will downgrade the transaction and
process it at a more costly fee level for which it does qualify. This type of transaction is often referred to as a "Non- Qualified
Transaction ". STMS will be required to pay any additional costs and fees associated with such Non - Qualifying Transaction, and
those additional costs and fees will be passed on to Customer. For processing each Non - Qualified Transaction, Customer will
be assessed the Discount Rate and an additional fee. The additional fee is made up of two components: (1) the "Non- Qualified
Program Fee ", which is the difference between the Discover@ Network fee associated with the Anticipated Fee Level and the
Discover@ Network fee associated with the fee level- at which the transaction actually is processed; plus (2) the "Non- Qualified
Surcharge ", which is a surcharge fee, the amount of which is set forth on Attachment I (Interchange Fees, Qualifications and
Assessment Fees). The Non- Qualified Program Fee and the Non - Qualified Surcharge may be adjusted by STMS from time to time,
including to reflect (i) any increases or decreases in the assessment or other portion of the fees; (ii) the appropriate fee level as is
consistent with the qualifying criteria of each transaction submitted by Customer; (iii) increases in any applicable sales or
telecommunications charges or taxes levied by any state, federal or local authority related to the delivery of the Services provided by
STMS when such costs are included in the Service or other fixed fees.
6. Retention of Records: Customer agrees to keep an original copy of all Sales Drafts, mail /telephone order forms, documentation
required in the Operating Regulations and other related document(s), e.g. shipping invoices, for no less than three hundred and
sixth five (365) days from the Discover@ Network Card transaction date, or one hundred and eighty (180) days from the date of
submission of the Sales Draft, whichever is later. Customer also agrees to keep microfilm or other copies of Sales Drafts for no less
than three (3) years from the date of the Discover® Network Card transaction. Customer agrees to provide STMS with a copy of
any Sales Draft, mail /telephone order forms, and the documentation required in the Operating Regulations within ten (10) calendar
days of STMS' request.
7. Term and Termination:
(a) Termination. STMS may terminate the Discover@ Network Program or this Discover@ Network Program Addendum at
any time and for any reason by giving you thirty (30) days prior written notice. STMS may terminate immediately and without
such notice if Customer has materially breached this Discover® Network Program Addendum or due to an Event of Default as
outlined in the Bankcard Addendum, or if the Discover@ Network Card sales conducted by Customer, the goods or services
sold by Customer or- Customer's business practices violate any U.S. federal, state or local laws, statute or regulation.
Furthermore, Customer acknowledges that the Discover@ Network Operating Rules give Discover@ Network certain rights to
require termination or modification of this Discover@ Network Program Addendum with respect to transactions involving
Discover@ Network Cards and Discover@ Network Card system and to investigate Customer.
(b) Effect of Termination; Survival. Customer agrees to accept Discover@ Network Cards and follow the terms of the
Discover@ Network Program Agreement until termination is effective. The terms in this Program governing the acceptance of
Discover@ Network Cards, transmissions and processing of Sales Drafts and mail /telephone order forms and Settlement will
Network Cards transactions made prior
continue to apply even after termination of the Program, until all Discover® such
termination are settled or resolved. Upon termination of this Program, Customer agrees to immediately send STMS alll l Sales
Drafts, mail /telephone order forms and documentation required, but not previously submitted to STMS for any Discover@
Network Card Sales made up to the date of termination. STMS is not liable to Customer for any direct or consequential
damages that Customer may suffer as a result of STMS' termination in accordance with this Program. Termination, of
Customer's acceptance of Discover@ Network Cards or termination of this Program will not prejudice any claim either party.
may have under this Program that arises prior to the effective date of such termination, and notwithstanding any such
termination, this.Section 7 will survive as an independent obligation.
8. Factoring: Customer agrees that they will not factor any Discover@ Network Card sales. See Operating .Regulations for
complete details regarding what constitutes factoring and the liability incurred if Customer factors any Discover® Network Card
sales.
9. Other Obligations:
(a) Confidentiality. Customer must keep confidential and not disclose to any third party the terms of this Discover@ Network
Program Addendum and any information that Customer receives from STMS that is not publicly available. Without limiting the
foregoing, Customer must not use, store or disclose any such information or any Discover@ Network Cardholder or Discover@
Network Card transaction information other than as necessary to complete a Discover@ Network Card transaction, including
any retention or storage of lists of Discover@ Network Card numbers or Discover@ Network Card transaction information and
an use of or access to Discover@ Network Cardholder's personal information for marketing and /or other purposes.
(b) Non - Discrimination: Customer must not adopt any practice that discriminates against or provides for unequal treatment
of any person who elects to pay using at Discover@ Network Card versus any other credit, charge, debit, stored value or other
payment Discover® Network Card accepted by Customer, except with respect to your proprietary Discover@ Network Cards
(e.g. private label and loyalty cards) and gift cards.
(c) Contact with Discover@ Network Cardholders. Customer may not contact any Discover® Network Cardholder with
respect to any matter arising under this Program, including any disputes, except as required under, the Operating Regulations
for acceptance of Discover@ Network Card transactions.
(d) Minimum /Maximum Dollar Limits and Other Limits. Customer must not require that any Discover@ Network
Cardholder make a minimum purchase in order to use a Discover@ Network Card, nor may Customer limit the maximum
amount that a Discover@ Network Cardholder may spend when using a Discover@ Network Card, except when the Issuer has
not provided a positive Authorization response for a Discover@ Network Card transaction.
(e) Entire Program. This Discover@ Network Program Addendum is the entire Program between Customer and STMS and
supersedes any previous agreements, understandings, or courses of dealing regarding the subject matter hereof. The terms of.
the Bankcard Addendum remain in effect except as provided in this Discover& Network Program Addendum solely with
respect to STMS processing of Discover@ Network Card transactions.
(f) Contacts. Any provision contained in the $ankcard Addendum which directs Customer to contact Discover@ Network for
customer services or for any other inquiry or purpose is modified hereby to provide that Customer is to contact STMS for
customer service or in relation to such inquiry or purpose.
- (g) References to Discover@ Network Procedures. Any provisions contained in the Bankcard Addendum which refers to
Cards other than Visa or MasterCard shall be construed so as not to apply to Discover@ Network Cards, and any provision
City of Miami Beach.final.doc 19 of 23
7
which refers Customer specifically to procedures or terms and conditions of Discover@ Network (but not references to
Association Rules) will be disregarded.
(h) Settlement Obligations, STMS will settle Discover@ Network Card transactions in substantially the same manner that
STMS settles Card transactions for other Card types. All settlement for Discover@ Network Card transactions will be net of
Credit/refunds, adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from
Customer.
SUNTRUST MERCHANT SERVICES, LLC CITY OF MIAMI BEACH
(ST (CUST
c
By. By:
Title: VICE PRESIDENT Title: G 0 - 0
Date: Date:
APPROVED AS TO
FORM &. LANGUAGE
& FOR EXECUTION
. X11
City Attorney Date
City of Miami Beach.final.doc 20 of 23
Attachment III
SUNTRUST MERCHANT SERVICES
DEBIT TRANSACTION ADDENDUM
Customer understands and agrees that SunTrust Merchant Services, LLC ( "STMS ") is the service provider for processing
Customer's debit card transactions ('Debit Services "), pursuant to the terms herein. STMS will designate a bank that is a member of
the debit network ( "Debit Network Bank ").
1. Until and unless otherwise authorized by STMS, Customer agrees to utilize STMS compatible terminals /PIN pads or systems
capable of processing all on -line debit card transactions, and to place them at its merchant locations. As between STMS and
Customer, all software residing on these terminals or systems is the sole property of STMS. Any. software residing in Customer-
owned terminals or systems must be STMS compatible. Customer's placement of the terminals or system at its merchant
locations shall constitute acceptance of all terms and conditions set forth in this Addendum. Customer understands and agrees
that neither STMS nor BANK bear any responsibility whatsoever for Customer's -owned inoperative terminals or systems (or
software if applicable). In the case of an inoperative terminal or system.Customer shall consult Customer's warranty, or terminal
maintenance addendum, as applicable.
2. Customer agrees to submit all debit card transactions and to abide by all applicable rules and regulations of the applicable Pin
Debit card network(s) selected by Customer on the attached Application. Customer understands and agrees that neither STMS
nor Debit Network Bank has any responsibility or liability for any debit card transactions. Customer agrees to hold STMS and
Debit Network Bank harmless from any and all claims, actions, proceedings and other liability which may arise pertaining to such
debit transactions. In no event shall STMS or Debit Network Bank be liable for special, consequential or exemplary damages,
including lost profits, revenues and business opportunities.
3.. Customers understands that it is granted a non - exclusive, non - transferable, limited sublicense to use the.service mark(s)' of
those POS networks that Customer participates in accordance with the rules of the applicable debit networks (each a
"Protected Mark "). Customer shall have no power, right or authority to transfer, assign or license any rights in or to the use of
any Protected Mark. Customer will not at any time do or cause to be done any act or deed in any way impairing or intended to
impair a POS network's exclusive right, title and interest in and to it's Protected Mark. Customer shall permit STMS or Debit
Network Bank at all reasonable times, to inspect the Customer's use of the Protected Mark, and shall, upon request, provide.
samples of Customer's use of the Protected Mark in advertising or otherwise for review.
4. Customer understands and agrees that the Debit Services are being provided by STMS and not Debit Network Bank, and
therefore Debit Network Bank shall have no liability whatsoever regarding the Services provided by STMS.
5. Upon notice to Customer, another debit network member may be substituted for Debit Network Bank under whose sponsorship
this Agreement is performed. Upon substitution, such other debit network member shall be. responsible for all obligations
required of Debit Network Bank, including without limitation, as may be expressly required by applicable debit network rules.
Subject to debit network rules, STMS and Debit. Network Bank may assign or transfer this Agreement and their rights and
obligations hereunder and may delegate their.duties hereunder, in whole or in part, to any third party, whether in connection
with a change in sponsorship, as set forth in the preceding sentence, or otherwise, without the notice to or consent, of
Customer.
Except as provided in the following sentence, this Agreement shall be binding upon permitted successors and assigns and
shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of
creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff or any other officer of a court, or other person
charged with taking custody of a party's assets or business, shall have any right to continue or to assume or to assign this
Agreement.
6. Customer further understands that any claims it may have regarding the Debit Services may not be offset against non PIN Debit
sales.
7. Customer assumes all responsibility for paper copy of debit card transactions, pursuant to the appropriate debit card network rules.
8. Within one (1) business day of the original transaction, Customer must balance each location to the STMS system for each
business day that each location is open. If Customer determines that transaction(s) have been processed in error, Customer will
initiate the appropriate transaction for adjustment to correct the transaction in question. Customer is responsible for all applicable
adjustment fees per appropriate debit card network.
9. Customer shall be responsible for all telephone message unit costs, if any, as they are incurred by Customer for any of the
services provided.
10. The responsibility for the installation of and training in the use of terminals shall be dependent upon the type of equipment or
system being utilized by Customer.
11. STMS shall settle debit card transaction proceeds to Customer daily, via a deposit to'Customer's Settlement Account. All such
settlements to Customer will not be net of adjustments, network fees or Servicers' fees. Servicers shall invoice Customer
monthly for all such fees and debit Customer's Settlement Account monthly in the amount of such invoice.
12. The fees for the PIN Debit network used to process your transaction will be applied. Which PIN Debit Network will be used will
depend upon the availability of the network at the time of the transaction, whether a particular PIN Debit Card is enabled for a
particular network, the routing requirements established by the networks and the card issuers, or other factors. You agree that
we may, at our sole discretion, utilize any PIN Debit Network available to us for a given transaction.
21 Of 23
City of Miami Beach.final.doc
t
13. Customer shall be responsible for the following debit related fees:
STMS DEBIT FEE $.20 per transaction
General Pricing Information:
1. Billable transactions include: purchases, returns, declines, reversals, and authorizations.
2. The PIN Debit Network transactions include authorization, settlement and sponsorship.
3. The fees and charges set forth on this Schedule are in addition to all other third party fees and all fees due and payable to
Servicers and /or any applicable third party, will be collected by Servicers as set forth in the Agreement. ` In addition,
Customer will also be charged the network fees on a- per transaction per network basis, pursuant to Section 1 T, above.
CUSTOMER AGREES THAT THE ABOVE - REFERENCED NETWORK FEES ARE CONTROLLED BY SAID NETWORK(S).AND
ARE SUBJECT TO CHANGE BY THE NETWORK(S) AND THEREFORE TO THE CUSTOMER AT ANY TIME. SERVICERS
WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY CUSTOMER PRIOR TO ANY EFFECTIVE CHANGE.
NOTWITHSTANDING THE ABOVE, CUSTOMER WILL BE GIVEN WRITTEN NOTICE THIRTY DAYS BY SERVICERS PRIOR
TO OTHER CHANGES IN FEES., CUSTOMER AGREES TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL
LAWS APPLICABLE TO DEBIT TRANSACTIONS. CUSTOMER ACKNOWLEDGES THAT DEBIT TRANSACTIONS ARE .
GOVERNED BY NETWORK REGULATIONS AS WELL AS FEDERAL AND STATE LAW, INCLUDING THE ELECTRONIC
FUNDS TRANSFER ACT (KNOWN AS REGULATION E) AND AGREES TO BE COMPLIANT WITH SUCH REGULATIONS.
CITY OF MI BEACH SUNTRUST MERCHANT SERVICES, LLC
(CUE (STMS
B By. BARBA
ROEBER
Title: Title:
VIGOE-PRESI DENT
4
Date: Date: �" 1 '7--
APPROVED AS T
FORM & L_ANGUAGE
& FOR EXECUTION
0-9 �(k
City Attorn y 13ate
City of Miami Beach.final.doc 22 of 23
EXHIBIT
DOING BUSINESS AS LIST
City of Miami Beach doing business as the following;
Recreation Web Payments
City of Miami Beach Fleet
City of Miami Beach Parking P & D
�• Miami Beach Golf Club
The Normandy Shore Golf
Smart Card 800 Ocean Drive
Smart Card 846 Lincoln R
Miami Beach Youth Center l
Northshore Tennis Center
Miami Normandy Isle
Building Department
Recreation Department
k Flamingo Tennis Center
Office of Communication
Parking Department
Miami Beach Meter Parking
Parking Department Customer Services
EPark, Miami Beach Parking
Building Velocity Hall
Parking Department Customer Services 3
I
23 Of 23
City of Miami Beach.final.doc
r,