Amendment No. 1 to Agreement for Payment Express1
PAYMENT EXPRESS SOLUTIONS — FIRST AMENDMENT TO AGREEMENT FOR PAYMENT EXPRESS
DATED this 19 day of May 2017
PARTIES
PAYMENT EXPRESS INC. (PX)
Contact Details for Notices:
Physical Address: 8939 S. Sepulveda Blvd, Suite 520, Los Angeles CA 90045
Postal Address: 8939 S. Sepulveda Blvd, Suite 520, Los Angeles CA 90045
Email: contracts@paymentexpress.com
Phone: +1 310 670 7299
Fax: +1 310 670 7298
PX CustlD: 47002
CITY OF MIAMI BEACH (Customer)
Contact Details for Notices:
Physical Address: 1755 Meridian Avenue, 2nd Floor, Miami Beach, FL 33139
Postal Address: 1755 Meridian Avenue, 2nd Floor, Miami Beach, FL 33139
Email: SaulFrances@miamibeachfl.gov
Phone: 305-673-7000
Fax:
AGREEMENT
1. PX is a provider of real time payment processing solutions in the USA. PX has agreed to supply solutions to Customer in accordance with
the terms and conditions set out in the Agreement between the Parties, dated May 12, 2016, which Schedule 2(hereafter the
"Amendment") amends.
2. This Amendment to the original Agreement consists of Schedule 2, which contains the First Amendment to the Agreement for Payment
Express.
3. Customer's Agreement with Payment Express USA LP has been assigned to Payment Express USA LP's related entity, Payment Express
Inc., a duly formed California corporation.
I TERM
AGREEMENT START DATE:: May 12, 2016
AMENDMENT DATE:: Amendment goes into affect on day both PX and Customer have signed this Agreement Amendment.
INITIAL TERM CONCLUSION DATE:: May 11, 2018, unless earlier terminated under Part B
RENEWAL TERM::12 consecutive months, subject to auto renewal pursuant to Part B until a party terminates.
EXECUTION
SIGNED for and on behalf of
PAYMM+__EXPRESS INC., by:
Signature
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Name/Title
Date
PX_MIAMIBEACH _0517
SIGNED f
CITY OF
and on behal
IAMI BEACH
y:
Signature
Jimmy L. Morales, City Manager
Name/Title (Director / Authorized Signatory)
tY_anager
Date D_ , _ ry
APPROVED AS TO
FORM & LANGUAGE
& F EXE UTION
C 1
City Attorney Date
SCHEDULE 2 — FIRST AMENDMENT TO THE AGREEMENT FOR PAYMENT EXPRESS
1. GENERAL
This First Amendment ("First Amendment") is made to the Payment Express Agreement dated May 12, 2016 (the "Agreement"). This
Amendment is effective as of the date both Customer and PX sign this Agreement ("First Amendment Effective Date") by and between
Customer and Payment Express Inc., having offices at 8939 S. Sepulveda Blvd, Suite 520, Los Angeles, California 90045 ("PX"); collectively
referred to as the "Party" or "Parties".
WHEREAS, the Parties desire to clarify, amend and modify certain terms and conditions of the Agreement as set forth in this First
Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereby agree to amend the Agreement as follows:
1. Customer acknowledges that Payment Express USA LP's interest in the Agreement has been assigned to Payment Express USA
LP's related entity, Payment Express Inc., a duly formed Califomia corporation ("PX"). PX is a provider of real time payment processing
solutions in the USA and hereby agrees to assume all of Payment Express LP's rights and responsibilities under the Agreement.
2. Offline Mode. The Agreement is amended to include the following new clause 18.5:
"18.5 Offline Mode: Customer authorizes PX to enable processing of credit cards offline in the event of an Internet failure ("Offline
Mode"). In addition, Customer authorizes PX to enact service in Offline Mode until intemet service is restored for a maximum of 72 hours
per event. Transactions in Offline Mode are capped at $100 dollars maximum per transaction per card and a maximum of 999
transactions processed per device per Offline Mode event. Transactions in Offline Mode are also be capped at $1000 per device per
Offline Mode event. Customer and PX agree and acknowledge that PX is not be liable for unsuccessful transactions that are a result of
Offline Mode transaction processing. Customer is responsible with acquiring approval from its banking partner for operation of Offline
Mode. PX is not liable if the terms of this Clause 18.5 or the operation of Offline Mode causes Customer's account to be downgraded,
shut down, disrupted, or otherwise adversely impacted in any way. Customer may terminate this Offline Mode service after thirty (30)
days' written notice to PX."
3. Capitalized Terms. Unless otherwise provided herein, all capitalized or defined terms shall have the same meanings set forth in the
Agreement.
4. Conflict. In the event of any conflict or inconsistency between the terms of this First Amendment and the Agreement, the terms of
this First Amendment shall govern and control.
5. Full Force and Effect. Except as specifically modified and amended in this First Amendment, all other terms and conditions of the
Agreement shall remain in full force and effect.
6. Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same instrument.
2. EXECUTION
SIGNED for and on behalf of
PAYMENT EXPRESS INC. by:
Signature
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NamefTitle
Date
PX_MIAMIBEACH _0517
SIGNED f ".r and on behalf of
CITY OF .11AMI BEACH by:l
Signatu
Jimmy . Morales, City Manager
Name(Titl (Director / Authorized Signatory)
cLti MANAGe.
Date
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APPROVED AS TO
FORM & LANGUAGE
FEXECUTION
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City Attorney -) Da e�