HomeMy WebLinkAboutAutomated Merchant Systems, Inc - Merchant Processing Agreement 2015 06 03AUTOMATED
UTOMATED
MERCHANT
")'Y S T E M S
I i . ,
Experts in Electronic Payments
IN I Merrick Bank
135 Crossways Park Drive North, Suite A, Woodbury, NY 11797 1(800)267-2256
MERCHANT PROCESSING AGREEMENT
APPLICATION AND FEE SCHEDULE
A Registered Service Provider of Merrick Bank Corporation ( "Merrick ")
I ASSOCIATE: ACCOUNT REP: Nancy Murphy 1030 DATE:
Corporate/ Legal Name:
Title:
City Manager
Corporate/ Legal Name:
Email Address:
ksmith @winterspringsfl.org
City of Winter Springs, FL
Title:
City of Winter Springs, FL
Email Address:
Address (Physical Location):
Title:
Mailing Address:
Email Address:
1126 East SR 434
1126 East SR 434
City:
State: Zip:
City:
State: Zip:
Winter Springs
FL 32708
Winter Springs
FL 32708
Email Address:
Website Address:
mmaximenko @winterspringsfl.org
www.winterspringsfl.org
Contact Name:
Title:
Contact Name: (Corporate Office, If Applicable)
Title:
Michael Maximenko
Operations Manager
Randy Arcebido
Projects Application Supervisor
Business Phone #:
Fax #:
Business Phone #:
Fax #:
(407) 327 -5957
(407) 327 -4753
(407) 327 -5957
(407) 327 -4753
CURRENT PROCESSOR: POS DEBIT: ® NO ❑ YES NETWORK:
TRADE REFERENCES:
Company: Contact:
Phone: Fax: Account Type:
Company: Contact:
Phone: Fax: Account Type:
Authorized Signer (First): MI: Last:
Kevin Smith
Title:
City Manager
Phone Number:
(407) 327 -5957
Email Address:
ksmith @winterspringsfl.org
Alternate (First): MI: Last:
Title:
Phone Number:
Email Address:
Alternate (First): MI: Last:
Title:
Phone Number:
Email Address:
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and
record information that identifies each person who opens an account. What this means for you: when you open an account, we may ask you for information
that will allow us to identify you, including a copy of your driver's license or other identifying documents.
THE MERCHANT PROCESSING AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED AE W:
Merrick Bank Corporation Auto ate C st s C.
By: By:
135 Crossways Drive North, Suite A Date 600 North Lake Blvd., Suite 230 Date
Woodbury, NY 11797 Altamonte Springs, FL 32701
407 - 331 -5465
Rev 02/2015gsf Page 1
By signing this Merchant Processing Agreement below, Merchant is representing to Member Bank (defined in the terms and conditions below)
and AMS (defined in the terms and conditions below) that Merchant desires to participate in the Government and Education Program (the
"Program ") provided by the Payment Brands (defined in the terms and conditions below). The Program allows certain registered merchants to
assess a variable service fee (a "Service Fee ") on certain debit and credit card transactions. Prior to participation in the Program, Merchant
must seek registration with the applicable Payment Brands with the assistance of Member Bank and AMS. Registration and participation in the
Program is subject to approval by the applicable Payment Brands and Merchant understands and acknowledges that this Merchant Processing
Agreement shall not become effective until all required registrations and approvals are obtained. Merchant further acknowledges that it may
not be eligible to participate in the Program and that AMS may terminate, amend, modify or otherwise alter this Merchant Processing
Agreement, the Program, or the structure, nature or amount of the Service Fee at any time with written notice to Merchant.
All Service Fees must be clearly disclosed to the Cardholder and must meet the requirements of the Program and are subject to revision by
Member Bank or AMS upon prior written notice. Variable Service Fees (including a percentage of the payment amount) are permitted. Service
Fees must appear on the Cardholder statement as a separate line item and meet all applicable disclosure requirements. Merchant agrees to
comply with all Program requirements as set forth in writing by AMS from time to time.
By signing this Merchant Processing Agreement below, Merchant authorizes and directs Member Bank to settle the proceeds received for
Service Fees into the bank account set forth below (the "Designated Account "). In the event that Merchant receives any portion of the Service
Fees, Merchant agrees to promptly pay such amounts to AMS.
Settlement Account for Service Fees
Name of Bank: Suntrust Bank
ABA No. 063102152
Account No. * * * * * * ** *6916
Account Name: Automated Merchant Systems, Inc. - Clearing
Reference: AMS *Service Fee
Cardholder's will be billed the Service Fees directly from AMS and will see disclosed on their cardholder statement "AMS *Service Fee 407-
3315465 FL ". All Service Fees collected by AMS will be retained by AMS in lieu of any Fees, Discount Rate or Interchange fees otherwise set
forth in the Agreement. Nothing in this Section shall be deemed to alleviate or reduce any other obligations of Merchant pursuant to the
Agreement, including, but not limited to, Merchant's obligations with regard to chargebacks, fees and fines or penalties assessed against
Merchant as set forth in the Merchant Processing Agreement.
The parties hereto agree to abide by the terms and conditions contained in the Merchant Processing Agreement to which this
signature page is attached and Merchant agrees by signing this document that Merchant has received a copy of the Merchant
Processing Agreement and Operating Procedures Guide.
Merchant: City of Wint Springs, FL
ess ov7rchant Sign a Date Sign e o r /Owner ate
IT
nt Nafne J Tfil Title
tp�^ Notary Public State of Florida
Antonia Della Donna
My Commission FF 152695
os a Expires 08 /20/2018
Page 2
MERCHANT SIGNATURE AUTHORIZATION
Name of Entity: City of Winter Springs, FL
The undersigned certifies and agrees to as follows:
1.The undersigned and any of the persons identified below are duly authorized to sign this
Merchant Processing Agreement and bind the entity indicated above to it. If any official
indicated below resigns or is replaced, that official's successor(s) in office shall be
deemed to have signed this certification and the Merchant Processing Agreement.
2.The persons listed below are duly authorized to act for and on behalf of the entity
indicated above in any manner relating to this Merchant Processing Agreement.
3. Both AMS and Merrick may rely on the authority granted in this certification and the
undersigned official represent and warrants that this certification shall remain in full force
and effect until revoked upon written notice to AMS.
4.The following are the names, titles and genuine signatures of the persons authorized by
this certification:
TITLE
PRINT NAME
SIGNATU
City Manager
Kevin Smith_
a
ej v
h
C ^ Y' }6
\ OC
I have subscribed my name as th icial indicated above as of ���, -1t' ,.L� (date)
Signature: y� Print Name:�'..efin
Title: Ut t"
MERCHANT INQUIRY:
Has Merchant or Owners/Princ!pals ever been terminated from accepting payment cards from any payment network for this business or any other businesses?
❑ NO ❑ YES (if yes, please explain)
How Many Chargebacks Last Year? Total Amount: $
Please Mark all Card Types Accepted and Initial Here: (Initials) Tor Details on how these transactions qualify at each level, please refer to your Operating ProcedLm Guide.
® Debit Cards: VIMC (consumer signature cards/ all foreign issued cards/ PIN debk cards) N Other Cards: VIMC ( business creditidebit, consumer credit, b all foreign Issued cards)
Page 3
MERCHANT PROCESSING AGREEMENT TERMS AND CONDITIONS
This is a Merchant Processing Agreement ( "Merchant Processing Agreement" or "Agreement ") entered into as of the date accepted by Processor (defined below) and is by and among Merrick Bank, a Utah state
chartered bank ( "Member Bank "), Automated Merchant Systems, Inc. ( "AMS ", and collectively with Member Bank, "we ", "our", "ours" and the like) and the entity (the "Merchant ", "you ", "your", "yours" and the like) that
signed the attached Merchant Application.
BACKGROUND INFORMATION
Member Bank is a member /acquirer of both Visa U.S.A. Incorporated ( "Visa ") MasterCard International ( "MasterCard "), and DFS Services, LLC ( "Discover® ")and is authorized to process Card Transactions for
various other payment brands, networks and payment card issuers (each a "Payment Brand "). Member Bank and AMS have entered into an agreement whereby AMS acts as Member Bank's sales agent and
provides certain services to Merchant through various third party service providers (AMS and such third party service providers shall hereinafter collectively be referred to as "Processor"). Merchant desires to accept
Debit Cards and /or Other Cards as defined below, and as indicated on the Merchant Application validly issued by a Payment Brand. Member Bank and Processor agree to provide such services in accordance with
the terms and conditions set forth below. Accordingly, the parties to this Agreement, intending to be legally bound, agree as follows
OPERATIVE PROVISIONS
1. Services; Operating Procedures Guide. Member Bank and Processor agree to provide to Merchant, at Merchant's U.S. locations identified in the Application (as defined below), processing and settlement
services (the "Services ") in accordance with the terms and conditions of this Agreement and the Operating Procedures Guide, the terms of which are incorporated by reference and made a part of this Agreement.
Merchant agrees to use Member Bank to sponsor and process its Payment Brand branded Card transactions.
2. Definitions. Unless otherwise provided, the capitalized terms used in this Agreement have the meanings designated in the Operating Procedures Guide. "Debit Card" means all Payment Brand cards issued
by a non -U.S. bank, a Payment Brand card issued by a U.S. bank that accesses a consumers asset account within 14 days after purchase, including but not limited to stored value, prepaid, payroll, EBT, gift, and
Visa consumer check cards, and debit cards validly issued by the debit card networks indicated on the Merchant Application such as on -line (PIN - based) cards. "Other Cards" means all cards issued by a non -U.S.
bank and all Payment Brand cards other than Debit Cards, including but not limited to business and consumer credit cards and business debit cards. The category of card acceptance that you have indicated on the
Merchant Application will collectively be referred to as "Cards ".
3. Payment Brand Regulations. All Card Transactions and this Agreement are subject to, and the parties agree to be bound by, applicable Payment Brand operating rules and regulations ( "Payment Brand
Regulations "). The Payment Brand Regulations include the Payment Card Industry Data Security Standard, the Consortium Merchant Negative File published by Discover, Discover Information Security Compliance,
Visa Cardholder Information Security Program and MasterCard's Site Data Protection Program, as may be amended, supplemented or replaced from time to time. Merchant is responsible for demonstrating its own,
its agents, and its servicers' compliance with Payment Brand Regulations as they may be amended from time to time. Processor is not responsible for providing copies of the Payment Brand Regulations, and makes
no representations or warranties regarding the accuracy of any summaries of Payment Brand Regulations it may provide. Processor is not liable for any non- compliance or any costs of such non - compliance by
Merchant of any Payment Brand Regulation. If there is a conflict between this Agreement and the Payment Brand Regulations, the Payment Brand Regulations will apply. Merchant will pay Processor and Member
Bank immediately for all Payment Brand fines, fees, penalties and all other assessments or indebtedness levied by any Payment Brand to Processor and /or Member Bank which are attributable, at Member Bank's
discretion, to Merchant's Transaction processing or business, and any other loss, liability, assessment or fine incurred arising out of Merchant's breach of this Section. AMS may not subcontract, sublicense, assign,
license, franchise or in any manner extend or transfer to any third party any right or obligation of AMS.
4. Fees. The Service Fees are set forth in the Merchant Application and Fee Schedule (the "Application "), which is made a part of this Agreement. The Service Fees set forth in the Application do not indude,
and Merchant hereby agrees to pay, all fees, charges, penalties, fines, assessments and additional or increased costs of any nature that may be charged by the Payment Brands or other third party, whether charged
to or directly or indirectly incurred by Processor in connection with matters contemplated by the Agreement.
5. Card Transactions. In addition to the requirements for Card Transactions set forth in the Operating Procedures Guide and Payment Brand Regulations, Merchant agrees that it will not (a) deposit into its Bank
Account any Sales Draft or Credit Draft for any Card Transaction between a Cardholder and an entity other than Merchant; (b) accept cash payments from a Cardholder for previous Card Transactions, or (c) make a
cash disbursement to a Cardholder arising out of a Card Transaction or any other use of a Card.
6. Merchant's Account
a. Merchant shall establish, and at all times during the term of the Agreement, maintain one or more Accounts with an Institution in order to facilitate payment of amounts due from time to time under this
Agreement, which Institution and Account shall be identified in the Application. To secure the extension of credit and Merchant's obligations under this Agreement including, without limitation, Merchant's obligation to
pay chargebacks, Merchant grants to Member Bank and AMS a security interest in its deposited Sales Drafts and all funds maintained in the Account(s).
b. All credits, charges and debits in connection with Card Transactions and other amounts owing under this Agreement shall be made to Merchant's Account, including without limitation, all fees, charges,
penalties, fines, assessments and Chargebacks. Merchant authorizes Member Bank, without notice to Merchant, to credit or debit the Account(s). Any amounts not collected by Member Bank or Processor through a
debit to the Account, for whatever reason, shall be invoiced to Merchant by Member Bank or Processor and are due upon Merchant's receipt of such invoice.
c. If Merchant has more than one deposit account with its Institution, any or all of such accounts may be treated as the Account and may be credited, charged or debited in connection Card Transactions and
other amounts owing under this Agreement as Member Bank or Processor may determine; provided, that Merchant may designate a particular Account with respect to certain amounts to be credited, charged or
debited from time to time by Member Bank in connection with particular Card Transactions. Member Bank agrees to comply with such designation so long as the designated Account(s) contain sufficient funds to
satisfy such charges or debits.
d. If a debit or Chargeback to the Account results in an overdraft, Merchant shall immediately deposit with Institution an amount sufficient to cover such overdraft and any related service charges or fees.
e. All Items credited and debited to the Account(s) are subject to review, verification and acceptance by Member Bank and Processor. Member Bank may withhold crediting of questionable items pending
verification, investigation and confirmation.
f. If Merchant desires to change the Account, Merchant shall notify Member Bank and Processor in writing at least ten (10) days prior to the effective date of the change and shall follow Member Bank's and
Processor's procedures for completing the change.
7. Display of Service Marks, Advertising and Promotional Materials
a. Merchant shall prominently display at each Authorized Location any service marks, identification logos and any other promotional materials (collectively, the "Service Marks ") the Payment Brands furnish to
Merchant to alert Cardholders that Cards will be honored at Merchant's Authorized Locations. This requirement shall not apply to private clubs or other merchants that do not serve the general public or other class of
merchants exempted by a Payment Brand. The Service Marks for each Payment Brand must be at least the dimension of and as prominent as any other card program mark or logo displayed.
b. Merchant may use the Service Marks only to indicate that Cards are accepted by Merchant for payment. Merchant shall not state, imply or use the Service Marks to indicate that Processor or any Payment
Brand endorses, sponsors, produces, offers, sells or is affiliated with any of Merchant's goods or services.
c. Merchant shall not refer to Processor or any Card or Payment Brand in stating eligibility for Merchant's merchandise, services or membership.
d. Merchant's use of the Service Marks of any Payment Brand shall be governed by the Payment Brand's Regulations and Merchant shall not use any Service Marks in a direct mail solicitation without prior
written approval of the applicable Payment Brand.
e. Merchant's right to use or display the Service Marks shall continue so long as this Agreement remains in effect, unless Processor directs that such use or display shall cease. Merchant acknowledges that
the Service Marks are the property of the applicable Payment Brand and Merchant shall not infringe upon the Service Marks.
f. If Merchant has requested signage for the purpose of indicating acceptance of Debit Cards, Merchant must display such signage for a minimum of 3 months from delivery of such signage to Merchant. All
point of sale displays or websites must include either appropriate Service Marks to indicate acceptance of Debit and Other Cards or Payment Brand approved signage to indicate acceptance of the limited acceptance
category Merchant has selected.
g. If Merchant has requested Payment Brand bank identification numbers, Merchant must only use the bank identification numbers for product identification purposes at the point of sale, and not disclose this
proprietary and confidential information to any third party without prior written permission from the applicable Payment Brand.
8. Tenn. This Agreement will be effective as of the date it is accepted by Member Bank and Processor and will continue in effect for a term of one (1) year following such dale (the "Initial Term "), unless earlier
terminated as provided for below. Following the Initial Term, this Agreement may be renewed for additional one year renewal terms, by mutual written agreement of the parties. This Agreement shall automatically
terminate at the end of the Initial Term unless renewed by mutual written agreement prior to the end of the Initial Term.
9. Events of Default. An "Event of Default" shall mean the occurrence or existence of one or more of the following events or conditions, whatever the reason for such Event of Default and whether voluntary,
involuntary or effected by operation of law: (a) Merchant fails to pay any obligation under this Agreement to Member Bank or Processor when due; (b) any representation or warranty made by Merchant under this
Agreement, the Application or any financial statement, certificate, report, exhibit or document required to be furnished by Merchant to Member Bank or Processor pursuant to this Agreement shall prove false or
misleading in any material respect as of the time when made, including any oinission of material information necessary to make such representation, warranty or statement not misleading or the failure to provide
required information; (c) Merchant shall default in the performance or observance of any covenant, agreement or duty under this Agreement or any Payment Brand Regulation; (d) Merchant is no longer allowed by a
Payment Brand to accept such Payment Brand's Cards as payment or Merchant's name appears on a Payment Brand's terminated merchant file; (e) Member Bank or Processor reasonably conclude that any
criminal, fraudulent, unauthorized or suspicious activity has occurred or is imminent with respect to Merchant's acceptance of Cards or Merchant's performance under this Agreement; (f) there is an unexplained
material change in Merchant's processed volume, average ticket size or mode of sale; (g) Member Bank or Processor reasonably conclude that there exists a risk of an abnormal level of Chargebacks or that
Merchant may not fund Chargebacks, fees or other charges as they occur, (h) Merchant has defaulted on any obligation for borrowed money and the effect thereof may permit the holder of such indebtedness to
accelerate the time when repayment is due; (i) there is an adverse material change in Merchant's business, operations, financial condition, properties, assets or prospects, (j) one or more judgments against
Merchant, for the payment of money remain undischarged, unsatisfied or unstayed for a period of 45 consecutive days, (k) Merchant's lender takes possession of Merchant's inventory, (1) a writ or warrant of
attachment, garnishment, execution, or similar process shall have been issued against Merchant or any of its assets; (m) a proceeding shall have been instituted with respect to Merchant (1) seeking an order for relief
or a declaration entailing a finding that Merchant is insolvent or seeking a similar declaration or finding, or seeking dissolution, winding up, charter revocation or forfeiture, liquidation, reorganization, arrangement,
adjustment, composition or other similar relief with respect to Merchant, its assets or its debts under any law relating to bankruptcy, insolvency, relief of debtors or protection of creditors, terrnation of legal entities or
any other similar law now or hereafter in effect, or (2) seeking appointment of a receiver, trustee, custodian, liquidator, assignee, sequestrator or other similar official for Merchant or for all or any substantial part of its
assets; or (n) Merchant shall become insolvent, shall become generally unable to pay its debts as they become due, shall voluntarily suspend transaction of its business, shall make a general assignment for the
benefit of creditors, shall institute a proceeding described in subsection (m)(1) above, or shall consent to any such order for relief, declaration, finding or relief described therein, shall institute a proceeding described
in subsection (m)(2) above, or shall consent to any such appointment or to the taking of possession by any such offidal of all or any substantial part of its assets, shall dissolve, windup, revoke or forfeit its charter (or
other constituent documents) or liquidate itself or any substantial part of its assets, or shall take any action in furtherance of any of the foregoing, or (o) accept a Card for an unlawful Internet gambling Transaction.
Merchant shall notify Member Bank and Processor in writing immediately upon becoming aware of an Event of Default, or an event which, with the passing of time or the giving of notice, or both, would constitute an
Event of Default.
10. Remedies Upon Event of Default. Upon the occurrence of any Event of Default, Member Bank and Processor may employ any or all of the following remedies it deems appropriate: (a) terninate this
Agreement immediately upon notice to Merchant; (b) without prior notice to Merchant, refuse to accept or revoke acceptance of any Sales Draft or Credit Draft, or the electronic transmission thereof if applicable,
received by Member Bank or Processor on or at any time after the occurrence of any Event of Default, (c) without prior notice to Merchant, Member Bank may debit Merchant's Account in an amount equal to any
amount then owed to Member Bank or Processor; (d) establish a reasonable reserve using Merchant funds in Member Bank's possession to cover foreseeable Chargebacks, Payment Brand fines or assessments, or
cardholder credits, (e) require Merchant to deposit, as cash collateral, such amounts as Member Bank or Processor may require to secure Merchant's obligations hereunder, (f) report to one or more credit reporting
agencies any outstanding Merchant or guarantor indebtedness to Member Bank or Processor, or (g) take such other action as may be permitted by law.
11. Early Termination Fee. For purposes of this Section 11, a "Early Termination" shall mean: (i) a termination of this Agreement by Member Bank or Processor following an Event of Default specified in Section 9
above (ii); a termination of this Agreement by Merchant for any reason whatsoever, other than following written Termination notice given by Merchant pursuant to Section 8 or 13; or (iii) MercpageWosit or
submission of it's Payment Brand branded transactions with any entity other than Member Bank. Merchant's payment of the monthly minimum discount shall not fulfill Merchant's obligation to Processor. The parties
agree that the actual damages which will result to Processor from an Early Termination are not readily ascertainable as of the effective date of this Agreement. In addition, Merchant acknowledges and agrees that in
reliance on this Agreement and other long -term agreements, Processor will incur additional long -term costs, including without limitation, computer hardware, software, and labor. Accordingly, upon the occurrence of
an Early Termination, Merchant shall pay to Processor, in addition to all amounts owed each for the services provided to Merchant pursuant to this Agreement, Five - Hundred Dollars and No /00($500.00). The parties
intend that the Early Termination Fee be in lieu of Processor's damages, including but not limited to lost profits for the remainder of this Agreement, but not in lieu of any other damages to which Processor might
otherwise be entitled arising out of wrongful acts or omissions of Merchant.
12. Change in Merchant's Business. Merchant shall provide Member Bank and Processor at least thirty (30) days prior written notice of its intent to change in any way the basic nature of its business, including
without limitation, a change in the types of merchandise or services sold, or the method of selling such products or services. Upon its receipt of notice of such change, Member Bank and Processor shall have the right
to terminate this Agreement without further obligation upon providing to Merchant thirty (30) days prior written notice.
13. Termination by Merchant. Merchant may terminate this Agreement upon thirty (30) days prior written notice to Member Bank and Processor in the event of (a) receipt by Merchant of notice of any increase in
Fees payable to Member Bank and Processor pursuant to Section 4 hereof (excluding pass- through fees payable to a Payment Brand or other third party, or Fee increases pursuant to Section 10); or (b) any material
amendment or modification to this Agreement made by Member Bank or Processor pursuant to Section 20 hereof which adversely affects Merchant in any material respect (excluding material amendments or
modifications required due to changes to an Payment Brand Regulation or applicable federal, state or local law or regulation). Merchant's right to terminate pursuant to this Section 13 shall expire thirty (30) days
following Merchant's receipt of notice of any such Fee increase or material amendment or modification. If this Agreement is terminated, regardless of cause, Member Bank may withhold and discontinue the
disbursement for all Card Transactions in the process of being collected and deposited. If termination is due to the occurrence of an Event of Default or if Merchant otherwise breaches this Agreement, Merchant
acknowledges that Member Bank or Processor may be required to report Merchant's business name and the names and other identification of its principals to the MATCH file maintained by the Payment Brands.
Merchant expressly agrees and consents to such reporting If Merchant Is terminated for any reason requiring listing on the MATCH file. Merchant waives and will hold harmless Member Bank and AMS
from any claims that Merchant may raise as a result of Member Bank or Processor MATCH file reporting. Merchant will also immediately cease requesting Authorizations. If Merchant obtains any Authorization after
termination, the fact that any Authorization was requested or obtained will not reinstate this Agreement. Further, Merchant will return all Member Bank or AMS property, forms, or equipment. All obligations for
Transactions prior to termination (including payment for Chargebacks and Member Bank's expenses relating to Chargebacks) survive termination. Neither Member Bank nor AMS is liable to Merchant for damages
(including prospective sales or profits) due to termination. Following termination, Merchant will upon request provide Member Bank and AMS with all original and electronic copies of Sales Drafts and Credit Drafts that
have been retained by Merchant as of the date of termination. Upon termination, any amounts due to Member Bank or AMS will accelerate and be immediately due and payable, without any notice, declaration or
other act whatsoever.
14. Credit Inquiries; Reporting; Financial Statements. Merchant authorizes Member Bank and Processor to make any credit inquiries they consider necessary to accept or to renew their acceptance of this
Agreement. Merchant also authorizes any person or credit reporting agency to compile information to answer such credit inquiries and to furnish such information to Member Bank and Processor. Merchant agrees to
provide to Processor such financial statements or other information conceming Merchant's business or operations as may be requested by Processor from time to time, in appropriate detail, promptly upon request by
Processor. Upon request by Processor, Merchant shall furnish to Processor, within 120 days after the end of Merchant's fiscal year, an audited financial statement of profit and loss for such fiscal year and an audited
balance sheet as of the end of such fiscal year. Processor may, at its discretion, accept unaudited financial statements prepared by a public accounting firth.
15. Representation and Warranties. Merchant makes the following representations and warranties which shall be true and correct on the date of this Agreement and at all times thereafter: (a) all information
contained in Merchant's Applicafion or any other document delivered to Member Bank and Processor in connection therewith or with this Agreement is true and complete in all material respects; (b) Merchant has the
power to execute, deliver and perform this Agreement, (c) this Agreement is duly authorized and will not violate any provisions of law, or conflict with any other agreement to which Merchant is subject or by which
Merchant's assets are bound, (d) Merchant has all required licenses, if any, to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (e) there is no action, suit or
proceeding at law or in equity pending, or to the knowledge of Merchant, threatened, by or against or affecting Merchant which if adversely decided to Merchant would impair the right of Merchant to carry on its
business substantially as now conducted or adversely affect its financial condition or operations in any material respect; and (f) Merchant is not now, nor shall it in the future, become engaged in any method of selling
which is now or in the future set forth in the Operating Procedures Guide as an "Unacceptable Selling Method."
16. Hold Harmless. To the extent permissible under applicable law. Merchant agrees to hold harmless Member Bank and Processor, their respective affiliates, directors, officers, employees and agents from all
claims, liabilities, loss, damage, and expenses of any nature (including fees and expenses of legal counsel and costs of litigation) arising from or in connection with: (a) any dispute or claim made by a Cardholder with
respect to a Card Transaction, including but not limited to, any such dispute concerning the quality, fitness or delivery of merchandise or the performance or quality of services; and (b) the failure of Merchant to
comply with the provisions of this Agreement, Payment Brand Regulations or applicable federal, state or local laws and regulations. Nothing in this Agreement shall be construed as a waiver of Merchant's sovereign
immunity pursuant to section 768.28, Florida Statutes.
17. CHOICE OF LAW; JURISDICTION; WAIVER. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA. MERCHANT, MEMBER BANK AND PROCESSOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY: (A) AGREE THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT, COURSE
OF CONDUCT, ACT, OMISSION OR EVENT OCCURRING IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, "RELATED LITIGATION ") MUST BE BROUGHT IN A STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE COUNTY AND STATE IN WHICH MERCHANT IS LOCATED, (B) SUBMIT TO THE JURISDICTION OF SUCH COURTS, (C) WAIVE ANY OBJECTION WHICH IT MAY HAVE
AT ANY TIME TO THE LAYING OF VENUE OF ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, (D) WAIVE ANY CLAIM THAT ANY SUCH RELATED LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM, AND WAIVE ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION BROUGHT IN ANY SUCH COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION
OVER MERCHANT OR PROCESSOR; (E) CONSENT AND AGREE TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR
CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO MERCHANT AT THE ADDRESS IN THE APPLICATION AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT
VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW); AND (E) WAIVE
THE RIGHT TO TRIAL BY JURY IN ANY RELATED LITIGATION. THE PREVAILING PARTY IN ANY RELATED LITIGATION SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY'S FEES, COST
AND EXPENSES.
18. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NO CLAIM MAY BE MADE BY MERCHANT AGAINST MEMBER BANK OR PROCESSOR OR ANY OF THEIR
RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS OF ANY OF THEM FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT
OF ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THIS AGREEMENT
UNLESS SUCH CLAIM ARISES FROM THE WILLFUL MISCONDUCT OF THE MEMBER BANK OR PROCESSOR AND MERCHANT HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY
SUCH CLAIM FOR ANY SUCH DAMAGES, WHETHER SUCH CLAIM PRESENTLY EXISTS OR ARISES HEREAFTER AND WHETHER OR NOT SUCH CLAIM IS KNOWN OR SUSPECTED TO EXIST IN ITS
FAVOR.
19. Debit Card Acceptance. Merchant may accept Debit Cards supported by Processor. If the Debit Card requires a personal identification number ( "PIN ") Merchant will comply with the following:
a. Merchant will attempt to settle in good faith any dispute between Merchant and a Cardholder involving a Debit Card transaction. Merchant will establish a fair, consistent policy for the exchange and return
of merchandise and for the adjustment of amounts due on Debit Card sales. Merchant will promptly initiate a refund to the customer (which maybe made in cash, by an adjustment draft or with a check or rashier's
check, as permitted by the Payment Brand Regulations) whenever Merchant determines that a Debit Card transaction should be canceled or reversed.
b. Except as the debit networks may permit, Merchant will not make any cash refunds or payments for returns or adjustments on Debit Card transactions but will instead complete an adjustment form provided
or approved by Processor. The Debit Card Sales Draft for which no refund or return will be accepted by Merchant must be clearly and conspicuously marked (including on the Cardholder's copy) as "final sale' or "no
return" and must comply with the Payment Brand Regulations.
c. Merchant will refer Debit Card Cardholders with questions or problems to the institution that issued the Debit Card. Merchant will cooperate with Processor and with each applicable debit network and its
other members to resolve any alleged errors relating to transactions. Merchant will permit and will pay all expenses of periodic examination and audit of functions related to each debit network, at such frequency as
the applicable Debit Network deems appropriate. Audits will meet debit network standards, and the results will be made available to the debit network.
d. Merchant may not process a Credit Card transaction in order to provide a refund on a PIN Debit Card transaction. All debit transactions must be authorized and processed electronically. If Authorization is
not available at the time of sale, Merchant must request another forth of payment from its customer. Merchant may process the transaction as a Store and Forward or Resubmission, in which case Merchant assumes
the risk that the transaction fails to authorize or otherwise declines.
e. A PIN Debit Card transaction may not be completed without the PIN being entered into the PIN pad only by the Cardholder. Merchant may not accept the PIN from the Cardholder verbally or in written form.
f. Cardholders must be issued a receipt upon successful completion of a Debit Card Transaction. Any applicable tax must be included in the total Debit Card Transaction amount for which authorization is
requested. Tax may not be separately collected in cash.
g. Merchant is responsible for all applicable adjustment fees that may be charged by a Debit Card network. An adjustment is a transaction that is initiated to correct a PIN Debit Card transaction that has been
processed in error.
h. Merchant may not engage in Electronic Benefit Transfers. An Electronic Benefit Transaction is one in which cash is given to a customer without the purchase of goods or services. Merchant further agrees
that it shall not offer cash back to customers when such customers make a PIN Debit Card purchase.
1. Merchant is responsible for securing terminals and for instituting appropriate controls to prevent employees or others from submitting refunds and voids that do not reflect bona fide returns or
reimbursements of prior transactions.
20. MISCELLANEOUS PROVISIONS.
a. Merchant shall not subcontract, assign or transfer any interest, obligation or right under this Agreement without the prior written consent of Member Bank and Processor. Any dissolution, merger,
consolidation, reorganization or transfer of substantially all assets or a controlling percentage of the corporate stock of Merchant shall constitute an assignment of this Agreement. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns. Processor and Member Bank may transfer their respective rights and responsibilities hereunder to another
institution authorized by the Payment Brand Regulations to hold such rights without Merchant's consent.
b. This Agreement may be modified by Member Bank to comply with any amendments or additions to the Payment Brand Regulations upon 30 days prior written notice to the Merchant.
c. No party shall, by the mere lapse of time, without giving notice or taking other action, be deemed to have waived any of their rights under this Agreement. No waiver of a breach of this Agreement shall
constitute a waiver of any prior or subsequent breach of this Agreement.
d. In order to maintain quality service, Member Bank or Processor may monitor or record telephone communications with Merchant.
e. No party shall be liable for any loss or damage due to causes beyond its control, including earthquake, war, fire, flood, power failure, acts of God or other catastrophes.
f. Each parry and each person signing on behalf of a party represents and warrants that it has the full legal capacity and authority to enter into and perform the obligations of this Agreement without any further
approval. Nothing in this Agreement shall be deemed to create a partnership, joint venture or any agency relationship between the parties.
g. This Agreement and the documents referenced herein constitute the entire understanding of the parties with respect to the subject matter of this Agreement, and all prior agreements, understandings and
representations are terminated and canceled in their entirety.
h. If there is any conflict between a part of this Agreement and any present or future Payment Brand Regulation or applicable federal, state or local law or regulation, only the part of this Agreement that is
affected shall be modified and that modification shall be limited to the minimum necessary to bring this Agreement within the requirements of the Payment Brand Regulation, law or regulation.
I. All notices, including invoices, given in connection with this Agreement, shall be in writing and shall be effective upon actual receipt. Notices shall be delivered to the appropriate party at its address set forth
on the attached Disclosure Page.
J. Merchant shall be liable for all taxes, except Member Bank and Processors income taxes, required to be paid or collected as a result of this Agreement.
k. All obligations, warranties and liabilities of Merchant incurred or existing as of the date of termination of this Agreement, including without limitation, Merchant's obligations with respect to subsequent
Adjustments or Chargebacks based upon Card Transactions incurred prior to termination, shall survive termination and shall continue in full force and effect as if the termination had not occurred. The right to revoke
credit as well as hold, retain or set off against amounts due to Merchant, or to debit any Account(s) of Merchant, shall survive the termination of this Agreement and shall continue in full force and effect as if
termination had not occurred.
I. No other person or entity maybe deemed a third party beneficiary of this Agreement.
GATEWAY SERVICES AGREEMENT TERMS AND CONDITIONS Page 5
Member Bank, AMS and the Merchant agree that the terms and conditions contained in this Amendment shall supersede and prevail over any contradictory or inconsistent terms and conditions contained in
the Agreement, as amended from time to time, and agree further that all capitalized terms used, but not otherwise defined herein, shall have the meanings assigned thereto in the Agreement.
1. Definitions
"Documentation" means the operations manuals, help files and other documentation designed to be used in conjunction with the Products and Services.
"Fees" means those fees payable by Merchant to AMS, as set forth on the attached Exhibit A attached hereto.
"Products and Services" means the products and services identified on Exhibit A attached hereto, including any upgrades, modifications or improvements thereto made available to Merchant by AMS
under the terns of this Section.
2. Merchant's Rights and Obligations
a. Installation, Servicing, Maintenance. In consideration of use of the Products and Services, Merchant agrees to: (i) provide true, accurate, current, and complete information about Merchant as
requested on any registration or application form, and (ii) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Merchant is untrue, inaccurate, not
current, or incomplete, AMS has the right to terminate Merchant's access to the Products and Services and refuse any and all current or future use of the Products and Services. Merchant will be responsible for the
installation, servicing and maintenance of the point -of -sale devices and related equipment at Merchant's facilities, and will likewise be responsible for the connection of those devices to the Products and Services in
compliance with AMS's requirements.
b. License Grant. Subject to the terms and conditions of this Section, AMS hereby grants to Merchant a limited, non -exclusive, non - transferable, revocable, royalty free right, during the term of the Section,
to use the Products and Services, subject to the restrictions herein and any other restrictions communicated by AMS to Merchant, solely for Merchant's internal use. AMS and its suppliers shall retain title and all
ownership rights to the Products and Services and this Section shall not be construed in any manner as transferring any rights of ownership or license to the Products and Services or to the features or information
therein, except as specifically stated herein.
c. Description of Products and Services. AMS is providing Merchant with information concerning the technical requirements for allowing the Products and Services to send and receive electronic
transaction data for authorization and /or settlement from and to AMS. To utilize the Products and Services, Merchant must: (i) provide for Merchant's own access to the World Wide Web and pay any fees associated
with such access, and (ii) provide all equipment necessary for Merchant to make such connection to the World Wide Web, including a computer, modem and Web browser. Merchant will receive a password when
registering. Upon approval, that password will allow Merchant access to the Products and Services. Merchant is responsible for maintaining the confidentiality of the password and account, and is fully responsible
for all activities that occur under Merchant's password or account. Merchant agrees to immediately notify AMS of any unauthorized use of Merchant's password or account or any other breach of security.
d. Data Collection. Merchant is solely responsible for the security of data residing on the servers owned, controlled or operated by Merchant or a third party designated by Merchant (e.g., a web hosting
company or other service provider). Merchant will comply with all state and federal laws and Payment Brand rules and regulations, including without limitation laws, rules and regulations regarding disdosure to
customers on how and why personal information and financial information is collected and used. Furthermore, Merchant shall comply with all of AMS's policies, procedures and guidelines governing the Products and
Services provided hereunder, as may be amended from time to time. Merchant agrees not to use, disclose, sell or disseminate any cardholder information obtained in a card transaction to any third party other than
to, or authorized by, AMS. Merchant agrees that AMS shall not be liable for any improperly processed transaction or third party, illegal or fraudulent access to Merchant's account, Merchant's IDs and passwords,
end -user data or transaction data.
e. Compliance, Data Privacy and Security. Merchant agrees to comply with all Payment Brand Regulations and the Security Standards. For purposes of this Agreement "Security Standards" means all
security protocols, advisories, standards and guidelines required by the Payment Brands. Merchant agrees (i) not to use the Products and Services for illegal purposes; and (ii) to comply with all applicable laws
regarding the transmission of technical data exported from the United States. Merchant warrants that its servers and electronic systems are secure from breach or intrusion by unauthorized third parties and will hold
AMS harmless for a breach of Merchant's systems. If there is a security breach of Merchant's system and /or access to end -user data or transaction data by an unauthorized third party, Merchant shall notify AMS
promptly of such breach and shall take such precautions as may be necessary to prevent such breaches from occurring in the future, as required by AMS.
f. Other Obligations. Merchant shall not alter or remove any copyright, or other legal notices contained in the Products and Services and the related Documentation. Merchant shall not: (A) decompile,
disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Products and Services; (B) circumvent any technological measure that controls access to the Products and
Services; or (C) use the Products and Services other than pursuant to the terms of this Section. Merchant shall utilize its AMS assigned developer ID in each application utilizing the Products and Services. Merchant
shall have no right to (i) disclose any AMS source code or Documentation to any third party, (ii) use or reproduce any AMS source code or Documentation other than as permitted or contemplated by this Section. No
licenses are granted by AMS to Merchant by implication or estoppels to the AMS source code or Documentation.
3. AMS's Rights and Obligations
a. Ownership and Use of the Products and Services. Merchant shall use the Products and Services only for bona fide transactions between Merchant and a cardholder. Unless otherwise specifically
permitted by this Section, Merchant's use of the Products and Services shall be restricted to a single merchant account owned and controlled by Merchant. Merchant agrees not to submit payment data to AMS or
otherwise process orders on behalf of any other entity or individual. AMS retains all right, title and interest in and to the Products and Services and all related Documentation and all technology utilized under or in
connection with this Section, and Merchant shall not take any action inconsistent with such ownership. The Products and Services, Documentation and the related Confidential Information (defined below) may be
protected by copyright, trade secret and other intellectual property laws, all of which belongs to AMS. Merchant acknowledges that Merchant shall have no intellectual property or ownership rights in the Products and
Services. Merchant will not contest the ownership of the Products and Services, and will cooperate with AMS in defending AMS's ownership rights to the Products and Services. The restrictions in this Section shall
not be construed to supersede or eliminate any rights which AMS may have under applicable laws pertaining to trade secrets.
b. Warranty and Disclaimers. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. AMS DOES NOT
REPRESENT OR WARRANT THE PRODUCTS AND SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ENTIRELY ERROR -FREE.
MERCHANT MAY NOT RELY ON ANY REPRESENTATION OR WARRANTY REGARDING THE PRODUCTS AND SERVICES BY ANY THIRD PARTY IN CONTRAVENTION OF THE FOREGOING
STATEMENTS. AMS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF
TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -
INFRINGEMENT, OR TITLE WITH RESPECT TO THE PRODUCTS AND SERVICES. MERCHANT UNDERSTANDS AND AGREES THAT AMS SHALL BEAR NO RISK WITH RESPECT TO MERCHANT'S SALE
OF ITS PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CREDIT & DEBIT CARD FRAUD OR CHARGEBACKS. AMS MAKES NO WARRANTY THAT THE
PRODUCTS AND SERVICES WILL MEET MERCHANT'S REQUIREMENTS, NOR DOES AMS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS
AND SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE PRODUCTS AND SERVICES.
4. Fees
a. Merchant will pay to AMS the Fees on a monthly basis in accordance with the terms and conditions set forth in the Agreement. AMS reserves the right to pass through to Merchant any additional fees or
penalties imposed by any Payment Brand as a result of the activities, acts, or omissions of Merchant and any other additional or increased charges of the Payment Brands or any third parties related to the Products
and Services.
5. Confidential Information
a. Except to the extent required by Chapter 119, Florida Statutes ( "Public Records Law"), Merchant will not use for any purpose other than contemplated by this Agreement, will not disclose to any third party,
and will cause its employees, independent contractors, and agents to not use or disclose, any term of this Section, the Products and Services, the Documentation, and any information learned about the business
practices and ways in which AMS conducts business that is not generally known to others, including without limitation details about the Products and Services, any data or information that is a trade secret or
competitively sensitive such as computer software and documentation, data and data formats, and financial information (collectively, "Confidential Information "). Merchant will inform AMS of any request by a court or
government agency to disclose such Confidential Information to enable AMS to waive the provisions of this Section or defend the nondisclosure. This Section will survive termination of this Section.
b. Exclusions. Merchant will not be obligated to maintain the confidentiality of Confidential Information: (i) it is required to reveal in performing its obligations under this Agreement, (ii) that is or becomes
within the public domain through no act of Merchant in breach of this Agreement, (iii) was legitimately in the possession of Merchant prior to its disclosure under this Agreement, and Merchant can prove that, or (iv) i s
required to be disclosed by state or federal law, provided that Merchant provides AMS with notice and an opportunity to oppose the disclosure.
c. Remedy. In the event of a breach of this section, the parties agree that AMS will suffer irreparable harm, and that the amount of monetary damages would be impossible to calculate. Thus, AMS will be
entitled to injunctive relief in addition to any other rights to which it may be entitled, without the necessity of proof of actual damages or the requirement of a bond.
6. Terre, Termination
a. Tenn. This Section will become effective on the Section Effective Date and will remain in effect until terminated as provided herein.
b. Termination. This Section will terminate automatically upon termination of the Agreement. Merchant agrees that AMS may terminate Merchant's password, account or this Section (i) for cause at
anytime without prior notice, or (ii) without cause upon providing not less than ten (10) business day's prior written notice to Merchant. Merchant acknowledges and agrees that any termination of access privileges to
the Products and Services under any provision of the Section may be effected without prior notice. AMS agrees that Merchant may terminate this Section (i) for cause upon providing not less than ten (10) business
day's prior written notice to AMS, or (ii) without cause upon providing not less than thirty (30) days prior written notice to AMS.
7. Indemnification; Limitation of Liability
a. Indemnification. Merchant agrees to indemnify, defend, and hold harmless AMS, its employees, directors, managers, members, officers or agents from and against any loss, liability, damage, penalty or
expense (including reasonable attorneys' fees and court costs) which may be claimed by a third party as a result of: (A) any failure by Merchant or any employee, agent, or affiliate of Merchant to comply with the
terms of this Section, (B) any warranty or representation made by Merchant being false or misleading; (C) negligence or willful misconduct of Merchant or its subcontractors, agents or employees, or (D) any alleged
or actual violations by Merchant or its subcontractors, employees, or agents of any Payment Brand Regulations. This section will survive termination of this Agreement.
b. Limitation of Liability. The liability, I any, of AMS under this Section for any claims, costs, damages, losses and expenses for which it is or may be legally liable, whether arising in negligence or other
tort, contract, or otherwise, will not exceed in the aggregate the amount of compensation paid to AMS for the preceding 3 month period, measured from the date the liability accrues.
Except as expressly modified hereby, the terms and conditions of the Agreement remain in full force and effect and are incorporated herein by reference.
Page 6
Disclosure Page
(Processor Copy)
Member Bank Information
Name: Merrick Bank, a Utah state chartered bank
Address: 135 Crossways Park Drive North, Suite A,
Woodbury, NY 11797
Phone: (800)267 -2256
Important Member Bank Responsibilities
1. Member Bank is the only party to the Merchant Processing Agreement approved to accept
Visa products directly from a Merchant.
2. Member Bank must be a principal (signer) to the Merchant Processing Agreement.
3. Member Bank is responsible for educating the Merchant on pertinent Visa U.S.A. Inc.
Operating Regulations with which the merchant must comply.
4. Member Bank is responsible for and must provide settlement funds to the Merchant.
5. Member Bank is responsible for all funds held in reserve that are derived from settlement.
Merchant Information
Merchant Name: City of Winter Springs, FL
Merchant Address: 1126 East SR 434
Winter Springs, FL 32708
Merchant Phone: (407) 327 -5957
Important Merchant Responsibilities
1. Ensure compliance with cardholder data security and storage requirements.
2. Maintain fraud and chargebacks below thresholds.
3. Review and understand the terms of the Merchant Processing Agreement.
4. Comply with Visa Operating Regulations.
The responsibilities listed above do not supersede terms of the Merchant Processing Agreement
and are provided to ensure Me chant understands some important obligations of each party.
(0 13 /15
{�M�erchan ' Signat re Date
Merchant's Printed Name & Title �—
Page 7
Disclosure Page
(Merchant Copy)
Member Bank Information
Name: Merrick Bank, a Utah state chartered bank
Address: 135 Crossways Park Drive North, Suite A,
Woodbury, NY 11797
Phone: (800)267 -2256
Important Member Bank Responsibilities
6. Member Bank is the only party to the Merchant Processing Agreement approved to accept
Visa products directly from a Merchant.
7. Member Bank must be a principal (signer) to the Merchant Processing Agreement.
8. Member Bank is responsible for educating the Merchant on pertinent Visa U.S.A. Inc.
Operating Regulations with which the merchant must comply.
9. Member Bank is responsible for and must provide settlement funds to the Merchant.
10. Member Bank is responsible for all funds held in reserve that are derived from settlement.
Merchant Information
Merchant Name: City of Winter Springs, FL
Merchant Address: 1126 East SR 434
Winter Springs, FL 32708
Merchant Phone: (407) 327 -5957
Important Merchant Responsibilities
5. Ensure compliance with cardholder data security and storage requirements.
6. Maintain fraud and chargebacks below thresholds.
7. Review and understand the terms of the Merchant Processing Agreement.
8. Comply with Visa Operating Regulations.
The responsibilities listed above do not supersede terms of the Merchant Processing Agreement
and are provided to ensure Merchant understands some important obligations of each party.
a=d '
Merchan ' Signat a Dat
Merchant's Printed Name & Title
Page 8
AMS - MERRICK LOCATION ADDENDUM
PRIMARY MMNANT 11101MMATOW - Location No: 1 Date:
Legal Name: City of Winter Springs, FL
Bank Chain: 101393
Projects Application
Main Contact: Randy Arcebido Title:
Merchant Number: 317730285865
LOCATlkt EMiNATfQN:
Account Type: ACH Fees Routing/Transit # ACH Fees Account Number
DBA: Winter Springs Gov Services
Statement DBA (23 Chr. Max): Winter Springs Gov Svcs
Main Contact: Michael Maximenko Email: mmaximenko@winterspringsfl.org
Title: Operations Manager Phone #: (407) 327 -5996 Fax #: (407) 327 -4753
Location Address: 1126 East SR 434 City:
Winter Springs ST: FL Zip: 32708
Mailing Address: 1126 East SR 434 City:
Winter Springs ST: FL Zip: 32708
Customer Service Phone Number: (407) 327 -5996 SIC:
9399 Sales Rep: Nancy Murphy 1030
Avg Ticket: $96.15 Max: Monthly Vol: $1,250,000. Swipe %
0 Keyed % 0 MOTO % 0 Internet % 100
Merchant Products or Services Offered (be specific): Gov Services/ Accounts Recievables
Terminal/ Payment Application: New World Logos. NET
Version: 9.2
Does Merchant Use Independent Servicer (store, maintain, or transmits cardholder data)?
(if yes, provide the following)
Servicer / Payment App. Manufacturer: BridgePay / New World Systems
Phone:
American Express (10 Digits): ❑ Apply for American Express
Service Fees: Account Name: AMS *Service Fee MID: 730285881
Rate: CREDIT: Variable - 2.50% 1 DEBIT: Variable - 2.50%
SITE INFORMAT. Oft
Merchant Type: Internet Website
Building Type: Office Building Area Zoned: Commercial Square Footage: More Than 10000 Merchant: Owns
Landlord: Contact:
Phone:
Fulfillment Co. NA Contact:
Phone:
This Location is Open for Business: ID Yes ❑ No Inspected By:
Date:
Sell To: Business: 15 % Public: 85 %
Marketing
Orders Processed by: Fulfillment
Cards Processed by: Fulfillment
When is the cardholder Charged?
How many days to fulfill orders?
Shipped by: Fulfillment
Products Shipped by: Services C
Delivery Receipt Requested? NC
if
Does the Merchant Own Prod ucUlnventory? NO
Are Products Stored at the Business Location? NO
If Processing Internet Transactions (Please Complete The Following)
Internet transactions encrypted by SSL or Better? YES
Upon Shipment Digital Certificate utilized? YES Exp Date: 3/4/2019
1 - 7 Days Certificate Number., 2e559b96aface4be60b2fu19574da81
Certificate Issuer: combo Shared
tl No Shipping)
URL: www.winterspringsfl.org
t nA g`IWit Af° E'0Arr4w '&uAmnm.
This area should be completed for Added /Subsequent locations with DDA other than main location. Please Include a Voided Check.
If this is a "Deposit Only" account then a letter from the Financial Institution verifying Transit and Routing Number and DDA# is required.
Account Type: ACH Deposit Routing/Transit # ACH Deposit Account Number
Bank Name:
C 063109935 7441837668
Fifth Third Bank
Account Type: ACH Fees Routing/Transit # ACH Fees Account Number
Contact: Phone:
C K 0 6 3 1 0 9 9 3 5 7 4 4 1 8 3 7 6 6 8
Donna Bruno (407) 327 -8985
Merchant hereby authorizes Merrick and Automated Merchant Systems, Inc. to initiate credit and /or debit entries for amounts originating under the Merchant
Processing Agreement (via ACH or otherwise) including any reversals or adjustments on original entries to the Merchant's Bank Account (as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms & conditions contained in the Merchant Processing Agreement signed on . provided, however, that the term of
the Merchant Processing Agreement relating to the above - referenced Additional ation shall be for the same length of time as the initial Term (defined in the
Merchant Processing Agreement), and such Initial Term for the Additional o io shall commence on the date signed by Officer /Owner, indicated below.
Kevin Smith City Manager
Printed Officer /Owner Name Ignature Title ate
Rev 03/2011
AMS - MERRICK LOCATION ADDENDUM
PRIMARY, MIMHANT t T1 N: I Location No: 2 Date:
Legal Name: City of Winter Springs, FL
Bank Chain: 101393
Main Contact: Randy Arcebido Title: Projects Application
Merchant Number: 31 773 0285852
LOCH.
Account Type: ACH Fees Routing/Transit # ACH Fees Account Number
DBA: Winter Springs Gov Services
Statement DBA (23 Chr. Max): Winter Springs Gov Svcs
Main Contact: Michael Maximenko Email: mmaximenko@winterspringsfl.org
Title: Operations Manager Phone #: (407) 327 -5996 Fax #: (407) 327 -4753
Location Address: 1126 East SR 434 City:
Winter Springs ST: FL Zip: 32708
Mailing Address: 1126 East SR 434 City:
Winter Springs ST: FL Zip: 32708
Customer Service Phone Number: (407) 327 -5996 SIC:
9399 Sales Rep: Nancy Murphy 1030
Avg Ticket: $96.15 Max: Monthly Vol: $1,250,000. Swipe %
90 Keyed % 10 MOTO % 0 Internet % 0
Merchant Products or Services Offered (be specific): Gov Services/ Accounts Recievables
Terminal / Payment Application: New World Logos
Version: 9.2
Does Merchant Use Independent Servicer (store, maintain, or transmits cardholder data)?
(if yes, provide the following)
Servicer / Payment App. Manufacturer: BridgePay / New World Systems
Phone:
American Express (10 Digits): ❑ Apply for American Express
Service Fees: Account Name: AMS *Service Fee MID: 730285878
Rate: CREDIT: Variable - 2.50% i DEBIT: Variable - 2.50%
SITE INFOF ATION:
Merchant Type: Retail
Building Type: Office Building Area Zoned: Commercial Square Footage: More Than 10000 Merchant: Owns
Landlord: Contact:
Phone:
Fulfillment Co. NA Contact:
Phone:
This Location is Open for Business: ® Yes ❑ No Inspected By:
Date:
Sell To: Business: 15 % Public: 85 ,_%
Marketing:
Orders Processed by:
Cards Processed by:
When is the cardholder Charged?
How many days to fulfill orders?
Shipped by:
Products Shipped by:
Delivery Receipt Requested?
DDA BANK ACCOt ,E I R#AA 10X!-
if Processina Less Than
Does the Merchant Own Product/Inventory? NO
Are Products Stored at the Business Location? NO
If No, Where? No Inventory
If Processing Internet Transactions (Please Complete The Followir
Internet transactions encrypted by SSL or Better? YES
Digital Certificate Utilized? Exp Date:
Certificate Number:
Certificate Issuer.
URL:
This area should be completed for Added /Subsequent locations with DDA other than main location. Please Include a Voided Check.
If this is a "Deposit Only" account then a letter from the Financial Institution verifying Transit and Routing Number and DDA# is required.
Account Type: ACH Deposit Routing/Transit # ACH Deposit Account Number
Bank Name:
C F 063109935 7441837668
Fifth Third Bank
Account Type: ACH Fees Routing/Transit # ACH Fees Account Number
Contact: Phone:
C K 0 6 3 1 0 9 9 3 5 7 4 4 1 8 3 7 6 6 8
Donna Bruno (407) 327 -8985
Merchant hereby authorizes Merrick and Automated Merchant Systems, Inc. to initiate credit and /or debit entries for amounts originating under the Merchant
Processing Agreement (via ACH or otherwise) including any reversals or adjustments on original entries to the Merchant's Bank Account (as defined in the Merchant
Processing Agreement). NOTE: Attach Voided Check
The Merchant agrees to abide by the terms & conditions contained in the Merchant Pro :easing Agreement signed on . provided, however, that the term of
the Merchant Processing Agreement relating to the above- referenced Additional Location shall be for the same length of time as the initial Term (defined in the
Merchant Processing Agreement), and such Initial Term for the Additional Loca ' shall commence on the date signed by Officer /Owner, indicated below.
Kevin Smith — City Manager 1.511'L",
Printed Officer /Owner Name Si ure Title Dfate
Rev 03/2011