R25-017 I
RESOLUTION NO. R25-017
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING A SUB-MERCHANT APPLICATION AND
5 AGREEMENT WITH WONDERWARE INC., D/B/A CORE BUSINESS
6 TECHNOLOGIES, TO ACCEPT ELECTRONIC PAYMENTS; AND FOR ALL
7 OTHER PURPOSES.
8
9 WHEREAS, on April 17, 2018, the City Commission approved Resolution No. R18-063
10 authorizing the City Manager to sign a proposal with Routeware, Inc., utilizing the HGACBuy
l 1 Contract#FLO3-17 for the purchase of an onboard computing system for installation in Public
12 Works Solid Waste vehicles; and
13 WHEREAS, on May 21, 2024, the City Commission approved Resolution No. R24-118
14 approving a Statement of Work with Routeware, Inc., for the Encore/eMobile products, service,
15 and implementation for the Solid Waste Division, utilizing the City of Boynton Beach HGACBuy
16 Interlocal Contract for Cooperative Purchasing No: ILC18-6755; and
17 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
18 best interests of the City's citizens and residents to approve a Sub-Merchant Application and
19 Agreement with Wonderware, Inc., d/b/a CORE Business Technologies, to accept electronic
20 payments.
21
22 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
23 BEACH, FLORIDA, THAT:
24 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
25 being true and correct and are hereby made a specific part of this Resolution upon adoption.
26 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
27 approve a Sub-Merchant Application and Agreement with Wonderware Inc., d/b/a CORE Business
28 Technologies, to accept electronic payments, in form and substance similar to that attached as
29 Exhibit A.
30 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
31 authorizes the Mayor to execute the Sub-Merchant Application and Agreement. The Mayor is
32 further authorized to execute any ancillary documents required under the Agreement or necessary
33 to accomplish the purposes of the Agreement and this Resolution.
34 SECTION 4. The Mayor-executed Sub-Merchant Application and Agreement shall be
35 forwarded to Adrianna Greco-Arencibia to obtain execution by CORE Business Technologies.
36 Adrianna Greco-Arencibia shall be responsible for ensuring that one fully executed Agreement is
37 returned to the City, to be provided to the Office of the City Attorney for forwarding to the City
38 Clerk for retention as a public record.
39 SECTION 5. This Resolution shall take effect in accordance with law.
40
41 PASSED AND ADOPTED this �'S day of _)Ctrlu..Cir 2025.
42 CITY OF BOYNTON BEACH, FLORIDA
43 YE - NO
44 Mayor—Ty Penserga
45 1.
46 Vice Mayor—Aimee Kelley
47
48 Commissioner—Angela Cruz
49
50 Commissioner—Woodrow L. Hay
51
52 Commissioner—Thomas Turkin
53
54 VOTE D
55 ATT'
56
57 a _/, (. �/ ^! I , .0 " X...
58 Maylee De J:: "s, MPA, M C _.....�, Ty • ►-- .-
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61 •
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l APPROVED AS TO FORM:
62 (Corporate Seal) i U: INCORPORATED; i (`
63 �1 S 20 :I •• .. ›Aattind j .y/
65 47.1
'�•" _.... — Shawna G. Lamb
66 City Attorney
Routeware Com) COR E
950 Warren Avenue,4'h Floor,East Providence,RI 02914 1866.567.2673
SUB-MERCHANT APPLICATION & AGREEMENT
(for Government Entities)
$u84IIMERCMANT LEGAL ENTITY: Sales Rej,:
Government Entity:City of Boynton Beach Federal Tax ID Number:59-6000282
Physical Address100 E Ocean Ave Mailing Address:100 E Ocean Ave
City:Boynton Beach State:FL Zip:33435 City: Boynton Beach State: FL Zip:33435
Main Contract:Stephanie Brown Title:public Works System -Analot Email Address: browns@bbfl.us
Business Phone#:561-742-6200 Website Address: http://WWW.boynton-beach.org/
Government Entity Type:Local Government Chain Merchant: 0 NO 0 YES Bank Chain:
Established Date:09/26/1898 Sub-Merchant Number:
Current Processor: POS Debit: 0 NO ❑YES Networks:
(Z)Star MAC (W)Star East (0)Star West (G)Intertink (8)Maestro (K)EST
LOCATION INFORMATION: Location No:
Cardholder Statement Descriptor(20 Char) City of Boynton Beach SIC:
Location/Dept Address: 100E Ocean Ave _ City: Boynton Beach ST: FL Zip: 33435
Mailing Address: 100 E Ocean Ave _ City: Booton Beach ST: FL _ Zip: 33435
Customer Service Phone Number. 561-742-6200 Phone#: __. 561-742-6200
Main Contact: Stephanie Brown Title: Public Works System Analyst Email: browns@bbfLus -
Avg Ticket: $138 Max: 10,000.00 Monthly Vol: 1900 EMV-Chip% Keyed CP%_ Keyed CNP%_ Internet%
Government Services Offered(be specific): Roll-Off dum.ster services;comoactot emot,'in.:services;bulk trash picku
Sell To:Business: % Public:
Tenninal 1 Payment Application: Version: _--
Sub-Merchant uses an Independent Servicer(store,maintain,or transmits cardholder data)? (if yes,provide the following)
Servicer I Payment App.Manufacturer: Phone:
American Express SEC(10 Digits): American Express Annual Volume:
0 Sub-Merchant opts out of accepting American Express and any future commercial marketing communications from American Express.
Please Mark all Card Types Accepted: 'Fa Details on how these transactions qualify at each level,please refer b yea Merchant Operating Guide.
El Debit Cards:VIMC(consumer signature cards/all foreign issued cards/PIN debit cards) ®Other Cards:VIMC/DISC!AMEX(business credit/debit,consumer credit,&all foreign issued cards)
E-COMMERCE SUB-MERCHANTS: Corn,.lete if Processing Less Than 70%Card Present
Internet transactions encrypted by SSL or Better: 0 Yes ❑No URL:
Digital Certificate Utilized: 0 Yes ❑No Certificate Issuer: Certificate Exp Date:
SUB-MERCHANT INQUIRY:
Has Sub-Merchant ever been terminated from accepting payment cards from any payment network for this government entity?
❑NO ❑YES(please explain)
Has Sub-Merchant ever filed bankruptcy?
❑NO ❑YES(please explain)
How Many Chargebacks Last Yew? Total Amount $
ODA BANK ACCOUNT INFORMATION:
This area should also be completed for Additional locations if DDA Is different from 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:Bank of America
C K 1026009593 1001611435311 1
Account Type: ACH Fees Routing/Transit I ACH Fees Account Number Contact: PhDg1e
C K 1026009593 1 1001611435311 1 Karen L.Dolores715.1000 ext
f(X)
Sub-Merchant hereby authorizes Acquirers and Provider to Initiate credit and/or debit entries for amounts originating under the Sub-Merchant Agreement(via ACH
or otherwise)including any reversals or adjustments on original entries totha Sub-Merchant's Bank Account(as defined in the Sub-Merchant Agreement).
NOTE: Attach Voided Check or Bank Letter
SMA-RW-GOV v1.2
CORE
SUB-MERCHANT SIGNATURE AUTHORIZATION
Government Entity: City of Boynton Beach
The undersigned certifies and agrees to as follows:
1. The undersigned and any of the persons identified below are duly authorized to sign this Sub-Merchant Services
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 Sub-Merchant Services Agreement.
These persons also have the authority to perform the duties and functions defined in 2,3 and 4 below,
TITLE PRINT NAME SlGhA1UfiL
MttyOr �� h6er9 a. _ trf
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 and any additional merchant location forms.
3. Both CORE and WorldPay may rely on the authority granted in this certification and the undersigned official
represents and warrants that this certification shall remain in full force and effect until revoked upon written notice
to CORE.
4. The following are the names,titles and genuine signatures of the persons authorized by this certification to
perform ongoing organizational processes and updates:
TITLE PRINT NAME SI ATURE
Man or- Ty ?CMS 0.7 4111. /it/Va—
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have subscribed my name as official indicated bove as of Wats)
$�gnHiurr / 't/ L,(Print Nome: Tj ?ertNe_tga✓ .
Title
THIS SUB-MERCHANT APPLICATION IS ACCEPTED UPON THE SIGNING BY CORE BUSINESS TECHNOLOGIES
CORE Business Technologies("CORE")
Accepted By:
950 Warren Ave,41h Floor Date
East Providence,RI 02914
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SMA-RW-GOV-2024-04
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SUB-MERCHANT SERVICES AGREEMENT
BANK DISCLOSURE
Member Bank Information:Member Bank,Fifth Third Bank,located in Cincinnati,OH,is responsible for the credit and debit card processing services provided
hereunder.
Important Member Bank Responsibilities:
1. Member Bank,and not Provider,is the entity approved to extend acceptance of Card Brand products directly to you.
2. Member Bank must be a principal(signer)to this Agreement.
3. Subject to this Agreement,Member Bank is responsible for and must provide settlement funds to you.
4. Member Bank is responsible for all funds held in reserve.
5. Member Bank is responsible for educating you on pertinent Operating Regulations with which you must comply;but this information may be provided to you by
Provider.
Important Merchant Responsibilities:
1. Ensure compliance with cardholder data security and storage requirements.
2. Maintain fraud and chargebacks below Card Brand thresholds.
3. Review and understand the terms of this Agreement.
4. Comply with applicable Operating Regulations.
5. Retain a signed copy of this Disclosure Page.
Merchant Resources
(a) You may download"Visa Regulations"from Visa's website at
hut:/'usa.visa.cramirnerchants olxratiorls up_t coulauons.himl
(b) You may download"Mastercard Rules"from Mastercard's website at:
b :/iwww.maslgrord.comiusmerchant/sutgn'n'rules.html
(c) You may download"Discover Network Rules"from Discover's website at:
httS J,1www.sliscovernetworksom/merchants
(d) You may download"American Express Merchant Operating Guide"from American Express'website at:
hiii.wµw„g.mericanexl-esc eumhnerchanu)l�uidr
The responsibilities listed above do not replace the terms of the Sub-Merchant Agreement and are provided to ensure you understand some important obligations of each
party and that the Member Bank is the ultimate authority should you experience any problems.
SWrMenrb nt I+4A OF Bo+Arito St&cam,
Address leo f_. Oce G r Pie •1 &w,r. , ec.s.C. ) FL- 3a435-
Authorized Signature: r/21/'1.02 OF g
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Date: .4/24/100Zf _If. •• '19�j'py �.:
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CITY ATTORNEY'S OFFICE `...•..'
Approve to form an I ty
By:
SMA-RW-GOV-2024-04
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INTRODUCTION
This SUB-MERCHANT SERVICES AGREEMENT(this"Sub-Merchant Agreement")governs the payment processing and other related services(the"Acquirer Services")
provided by Worldpay,LLC("Worldpay")and its designated Member Bank(collectively,"Acquirers")to you("Sub-Merchant")pursuant to this Sub-Merchant Agreement.
The Acquirer Services are being provided in conjunction with the Sub-Merchant Agreement entered into between Sub-Merchant and Wonderware Inc.d/b/a CORE Business
Technologies("Provider"),In consideration of Sub-Merchant's receipt of credit or debit card("Card")funded payments,and participation in programs affiliated with Mastercard
International Inc.("Mastercard"),VISA U.S.A.Inc.("VISA"),Discover("Discover"),American Express Travel Related Services Company,Inc.("American Express"),and
certain similar entities(collectively,"Card Brands"),Sub-Merchant is required to(i)enter into a direct relationship with an entity that is a member of the Card Brands,and(ii)
agree to comply with Card Brand rules as they pertain to applicable Card payments.By entering into this Sub-Merchant Agreement,Sub-Merchant is fulfilling the Card Brand
rule of entering into a direct relationship with a Member of the Card Brands;however,Acquirers understand that Sub-Merchant has contracted with Provider to obtain certain
processing services.
NOW,THEREFORE,in consideration of the foregoing recitals and of the mutual promises contained herein,the parties agree as follows:
1.THE ActtLUIRER•.ERVIC,ES.
1.1 PROVISION AND USE OF ACQUIRER SERVICES
Sub-Merchant acknowledges that even though Sub-Merchant signs up for the payment processing feature of the Services,Sub-Merchant is not guaranteed use of that feature
of the Services.The payment processing feature will not be available to Sub-Merchant unless and until Provider and/or Acquirers have confirmed that Sub-Merchant is eligible
to use the Acquirer Services and this Sub-Merchant Agreement has become binding on all parties as provided herein.If that occurs,the Acquirer Services will be provided to
Sub-Merchant subject to and in accordance with this Sub-Merchant Agreement.Sub-Merchant will only use the Acquirer Services for business purposes and not for personal,
family,or household use.
1.2 REQUIRED INFORMATION
Sub-Merchant agrees to provide Provider and/or Acquirers with such information(including financial statements and other financial information)as they may request in order
to confirm that Sub-Merchant is eligible to receive the Acquirer Services. In addition, Sub-Merchant will furnish to Provider and/or Acquirers from time to time,promptly
upon their request,(i)a list of the current addresses of all Sub-Merchant's offices,(ii)a list of all assumed business names(d/b/a's)used by Sub-Merchant,and(iii)a list of
all products and services provided by Sub-Merchant. Sub-Merchant agrees that all information Sub-Merchant provides to Provider and/or Acquirers will be accurate and
complete and Sub-Merchant agrees to keep such information up-to-date.Sub-Merchant agrees to provide Provider with at least 30 days'prior written notice of Sub-Merchant's
intent to change the scope or nature of its business or its current type of products or services. If Acquirers determine such a change is material to its relationship with Sub-
Merchant,Acquirers may refuse to process Card transactions made subsequent to the change or terminate this Sub-Merchant Agreement.Sub-Merchant further agrees to
provide Provider with prompt written notice if it is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding.Sub-Merchant will also provide
Provider with prompt written notice of(i)any adverse change in Sub-Merchant's financial condition,(ii)any planned or anticipated liquidation or substantial change the basic
nature of its business,(iii)any transfer or sale of any substantial part(25%or more in value)of its total assets,or(iv)if Sub-Merchant or its parent is not a corporation whose
shares are listed on a national securities exchange or on the over-the-counter market,any change in the control or ownership of Sub-Merchant or its parent. Sub-Merchant
will also notify Provider of any judgment,writ,warrant of attachment,execution,or levy against any substantial part(25%or more in value)of its total assets not later than
three(3)days after Sub-Merchant obtains knowledge of any such judgment,writ,warrant of attachment,execution or levy,
1.3 VERIFICATION
Sub-Merchant authorizes Provider and/or Acquirers to make,from time to time,any business and personal credit inquiries(including,but not limited to,credit reports for
Sub-Merchant's directors,officers,and principals),identity-verification inquiries,transaction-verification inquiries(including,but not limited to,with customers),and any
other inquiries considered necessary relating to this Sub-Merchant Agreement,and to provide any information and documentation to Member and/or the Card Brands as may
be required by them.Sub-Merchant also authorizes any person or credit reporting agency to compile information to answer those inquires and to furnish that information to
Provider and/or Acquirers.
1.4 AUDIT RIGHT
In the event Acquirers reasonably suspect that they are subject to a financial or reputational risk due to Sub-Merchant's actions or omissions, Sub-Merchant authorizes
Acquirers to perform an audit or inspection of Sub-Merchant's operations to confirm compliance with this Sub-Merchant Agreement upon reasonable advance notice and at
Acquirers'expense. Sub-Merchant agrees to cooperate,in good faith,with any such audit conducted by Acquirers. Further,Sub-Merchant acknowledges and agrees that the
Card Brands have the right to audit Sub-Merchant's business to confirm compliance with the Operating Regulations.
I.5 DATA OWNERSHIP
Acquirers will own all data associated•w ith Sub-Merchant's use of the Acquirer Services.Sub-Merchant acknowledges that this data may be used by Acquirers for any purpose
including the following:(a)providing and improving the Acquirer Services;(b)internal usage,including but not limited to,data analytics provided that such data is anonymous
and aggregated with other customer data;and(c)complying with applicable legal requirements and assisting law enforcement agencies.
2, CMB ACCEPTANCE.
2.1 ACCEPTANCE
Sub-Merchant will honor,without discrimination,any valid Card properly tendered by a person asserting to be the person in whose name the Card is issued("Cardholder").
Sub-Merchant will not accept any payments from a Cardholder relating to previous charges for merchandise or services.
2.2 SUB-MERCHANT IDENTITY AND RETURNS
Sub-Merchant will properly disclose to the Cardholder,at the time of the Card transaction,Sub-Merchant's name,return policy,and other limitations Sub-Merchant may have
on accepting returned merchandise.Sub-Merchant's refund polices for purchases made with a Card must be at least as favorable as Sub-Merchant's refund policy for purchases
made with any other form of payment.
2.3 REQUEST AT TIME OF PAYMENT
When accepting payment,Sub-Merchant will request the Card expiration date and ZIP code or postal code from the Cardholder's billing address.It is also highly recommended
that Sub-Merchant obtain the security code from each Card,but Sub-Merchant must not store this information permanently,
2.4 CARD AUTHORIZATION
Sub-Merchant is required to obtain an authorization through the Services,in accordance with this Sub-Merchant Agreement,for each Card transaction. Acquirers reserve the
right to refuse to process any Card transaction presented by Sub-Merchant unless it includes a proper authorization.Authorizations are not a guarantee of acceptance or
payment of a transaction and do not waive any provision of this Sub-Merchant Agreement,or otherwise validate a fraudulent transaction or a transaction involving the use of
an expired Card.Acquirers may refuse to authorize any transaction.
SMA-RW-GOV-2024-04
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2.5 ADJUSTMENTS
All transactions and deposits are subject to audit and final verification by Provider and/or Acquirers and may be adjusted for inaccuracies. All credits provided to Sub-
Merchant are provisional and subject to chargebacks and adjustments in accordance with the Operating Regulations,whether or not a transaction is charged back by the Card
issuer.
2.6 SALES TRANSMITTALS
Sub-Merchant will retain a copy of the sales transmittal for the completed transaction in accordance with the Operating Regulations. Within three(3)business days of
Provider's and/or Acquirers'request,Sub-Merchant will produce copies of sales transmittals and other transaction evidence. Acquirers will have chargeback rights with
respect to such transactions for sales transmittals not so produced.
3.COMPLIANCE WITH RULES AND LAWS.
3.1 COMPLIANCE WITH OPERATING REGULATIONS AND LAWS
Sub-Merchant agrees to participate in,and to cause third parties acting as Sub-Merchant's agent("Agents")to participate in,the Card Brands in compliance with,and subject
to,the by-laws,operating regulations and/or all other rules,policies,and procedures of the Card Brands(collectively,the"Operating Regulations").In the event of any conflict
between the terms of this Sub-Merchant Agreement and the terms of the Operating Regulations,the terms of the Operating Regulations shall prevail.
Sub-Merchant further agrees to comply with the terms of this Sub-Merchant Agreement,all applicable federal,state,and local laws,rules,and regulations(collectively,the
"Laws")and such other policies and procedures as Acquirers may from time to time prescribe relating to Sub-Merchant's acceptance of Cards("Policies").Without limiting
the foregoing, Sub-Merchant agrees that it will fully comply with any and all confidentiality and security requirements of the USA Patriot Act(or similar law,rule or
regulation),VISA,Mastercard,Discover,American Express and/or other networks,including but not limited to the Payment Card Industry Data Security Standard,the VISA
Cardholder Information Security Program,the Mastercard Site Data Protection Program,and any other program or requirement that may be published and/or mandated by
the Card Brands("Security Requirements"). For purposes of this section, Agents include,but are not limited to, Sub-Merchant's software providers and/or equipment
providers.
Sub-Merchant agrees to assist Provider and/or Acquirers regarding Sub-Merchant's compliance with the Operating Regulations,the Laws,Security Requirements,or the
Policies.Acquirers may,within their sole discretion,suspend the Acquirer Services for a reasonable period of time required to investigate suspicious or unusual activity,and
Acquirers shall have no liability for any Sub-Merchant losses arising from any suspension of funds disbursement.Acquirers may reverse Card transactions which they believe,
in their sole discretion,to violate this Sub-Merchant Agreement, Operating Regulations,the Laws, Security Requirements or the Policies,and Sub-Merchant agrees to
reimburse Acquirers for any such reversal.
3.2 DATA SECURITY
Sub-Merchant agrees to keep secure all systems and media containing account,Cardholder,or transaction information(physical or electronic)and destroy in a manner that
will render the data unreadable all such media that is no longer necessary or appropriate to store.If Sub-Merchant stores Cardholder account numbers,expiration dates,and
other personal Cardholder data in a database, Sub-Merchant agrees to follow Card Brand guidelines and the Operating Regulations(including Security Requirements)on
securing such data. Sub-Merchant may not retain or store magnetic stripe or CVV2,CVC2,or CID data after authorization. Sub-Merchant shall maintain industry "best
practices"regarding continuity procedures and systems to ensure security of Cardholder account information in the event of a disruption,disaster,or failure of Sub-Merchant's
data storage system and/or facility. Sub-Merchant agrees to display its consumer privacy policy on its website as well as its security method for transmission of Cardholder
data.
3.3 PROHIBITED PRACTICES
Sub-Merchant must not(i)require a cardholder to complete a postcard or similar document that includes the cardholder's account number,Card expiration date,signature,or
any other Card account data in plain view when mailed,(ii)add any tax to transactions,unless applicable law expressly requires that a Sub-merchant impose a tax(any tax
amount,if allowed,must be included in the transaction amount and not collected separately),(iii)request or use an account number for any purpose other than as payment for
its goods or services,(iv)disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-
Merchant,(v)disburse funds in the form of cash unless Sub-Merchant is dispensing funds in the form of travelers checks,TravelMoney cards,or foreign currency(in such
case,the transaction amount is limited to the value of the travelers checks,TravelMoney cards,or foreign currency,plus any commission or fee charged by the Sub-Merchant),
or Sub-merchant is participating in a cash back service,(vi)submit any transaction receipt for a transaction that was previously charged back to the acquirers and subsequently
returned to Sub-Merchant,irrespective of cardholder approval,(vii)accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or
refinance an existing debt,(viii)accept a Card to collect or refinance an existing debit that has been deemed uncollectable by Sub-Merchant,or(ix)submit a transaction that
represents collection of a dishonored check.Sub-Merchant further agrees that,under no circumstance,will Sub-merchant store Cardholder data in violation of the Laws or
the Operating Regulations including but not limited to the storage of track-2 data.Neither Sub-Merchant nor its Agent shall retain or store magnetic-stripe data subsequent to
the authorization of a sales transaction.
3.4 RECURRING TRANSACTIONS
For any recurring transaction,Sub-Merchant must(i)obtain the Cardholder's prior written consent to periodically charge the Cardholder on a recurring basis for the goods or
services purchased,(ii)retain this permission for the duration of the recurring services and provide it upon request to Provider and/or Acquirers or the issuing bank of the
Cardholder's Card,(iii)retain written documentation specifying the frequency of the recurring charge,and the duration of time during which such charges may be made,and
the amount or range of amounts that may be charged,and(iv)notify the Cardholder that he or she may cancel recurring billing charges at any time.Cardholder must retain
evidence of such written consent for at least 24 months from the date Sub-Merchant submits the last recurring billing charge. Sub-Merchant will honor any Cardholder
cancellation,and if this Sub-Merchant Agreement is terminated for any reason,Sub-Merchant will,at its own cost,advise all Cardholders to whom Sub-Merchant submits
recurring billing charges that Sub-Merchant no longer accepts the Card for amounts owed.
3.5 BONA FIDE TRANSACTIONS
Sub-Merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-Merchant to cardholders in the ordinary course of business
in accordance with this Sub-Merchant Agreement,the Operating Regulations,and the Laws,and is expressly prohibited from processing,factoring,laundering,offering,and/or
presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-Merchant.
3.6 MINIMUM/MAXIMUM TRANSACTIONS
Sub-Merchant may set a minimum transaction amount to accept a Card that provides access to a credit account,under the following conditions:(i)the minimum transaction
amount does not differentiate between Card issuers;(ii)the minimum transaction amount does not differentiate between Mastercard,Visa,or any other Card Brand;and(iii)
the minimum transaction amount does not exceed ten dollars(or any higher amount established by the Federal Reserve). Sub-Merchant may set a maximum transaction
amount to accept a Card that provides access to a credit account,under the following conditions: Sub-Merchant is a(i)department,agency,or instrumentality of the U.S.
government;(ii)corporation owned or controlled by the U.S.government;or(iii)Sub-Merchant whose primary business is reflected by one of the following MCCs:8220,
8244,8249—Schools,Trade or Vocational;and the maximum transaction amount does not differentiate between Mastercard,Visa,or any other Card Brand.
3.7 ILLEGAL TRANSACTIONS
SMA-RW-GOV-2024-04
{ "4° COR E
Sub-Merchant may not submit or knowingly permit any cardholder to submit any transaction that is illegal or that Sub-Merchant should have known is illegal,including but
not limited to transactions involving pornography,money laundering,or financing terrorist activities.Sub-Merchant agrees to comply with any and all instructions Provider
gives Sub-Merchant from time to time regarding payment processing provided hereunder. Sub-merchant agrees that Provider may investigate and audit Sub-Merchant's
compliance with this Sub-Merchant Agreement from time to time,and Sub-Merchant agrees to cooperate fully with Provider in any investigation or audit,
3.8 USE OF TRADEMARKS
The Card Brands are the sole and exclusive owners of their marks and Sub-Merchant's use of their marks must comply with the Operating Regulations.Acquirers are the sole
and exclusive owner of their respective marks and Sub-Merchant's use of Acquirer marks will fully comply with Acquirer policies and instructions.At any time Acquirers
may prohibit Sub-Merchant's use of the marks or require changes to Sub-Merchant's use of the marks as Acquirers deem necessary or appropriate.Sub-Merchant's right to
use Acquirer marks or the Card Brand marks will cease upon termination of this Sub-Merchant Agreement and Sub-Merchant agrees not to contest the ownership of the marks
for any reason.
3.9 THIRD PARTY SERVICE PROVIDERS
Sub-Merchant must provide Provider written notification regarding Sub-Merchant's use of any Agents. Sub-Merchant will be liable for any breach of the Operating
Regulations by an Agent.If there is unauthorized access to Cardholder data in the possession of Sub-Merchant or its Agents,Sub-Merchant must immediately notify Provider
and cooperate with Provider and/or Acquirers regarding reasonable requests for information regarding the security breach.
3.10 CONFIDENTIALITY
Sub-Merchant agrees to retain in strictest confidence all information and data belonging to or relating to Acquirer's business and will safeguard such information and data by
using the same degree of care,but no less than a reasonable amount of care,that Sub-Merchant uses to protect its own confidential information.
3.11 DISPUTES
a. SUB-MERCHANT'S DUTY TO MONITOR
Acquirers will not,and have no obligation to,confirm the validity of the recipient or the underlying transaction pursuant to which funds are transferred.Acquirers assume no
liability for any unauthorized transfer request and the attendant transfer of funds,unless and until Sub-Merchant provides appropriate and timely notice of the unauthorized
transfer requests to Provider. It is Sub-Merchant's sole obligation and responsibility to promptly and consistently inspect Sub-Merchant's transaction history and must
immediately report any possible errors to Provider.
b. DISPUTES,INQUIRIES,AND CHARGEBACKS
Working with Provider,Acquirers will handle Card Brand inquiries about Sub-Merchant's Card transactions,in addition to disputes between Sub-Merchant and a customer
involving Card payment transactions.Based on customer disputes,Acquirers may reverse Card transactions("chargebacks"),and Provider and/or Acquirers will offset the
value of such chargebacks from monies owed to Sub-Merchant.Sub-Merchant must not reenter or reprocess any Card transaction that has been charged back,but instead will
allow the chargeback process to proceed to its conclusion as described in the Operating Regulations.If Sub-Merchant disagrees with a chargeback,Sub-Merchant may request
a chargeback reversal within the applicable Card Brand's timeline in the Operating Regulations."Excessive Activity"means:chargebacks in excess of.50%of the transaction
ratio of Sub-Merchant's Card transactions;or,chargebacks in excess of.50%of the transaction ratio of the dollar amount of Sub-Merchant's Card transactions;or,returns in
excess of 3%of the transaction ratio of Sub-Merchant's Card transactions;or,denied transactions in excess of 5%of the transaction ratio of Sub-Merchant's Card transactions.
The existence of Excessive Activity will be a breach of this Sub-Merchant Agreement and may result in action as Acquirers deem necessary,including,but not limited to,
termination or suspension of processing privileges or creation or maintenance of a reserve.Acquirers may revoke or reverse any credit given to Sub-Merchant where:(i)the
Card transaction was not made in compliance with this Sub-Merchant Agreement and the Operating Regulations,the Laws,or the Policies;(ii)the Cardholder disputes liability
to Provider and/or Acquirers for any reason,including but not limited to those chargeback rights enumerated in the Operating Regulations;(iii)the Card transaction was not
directly between Sub-Merchant and the Cardholder;or(iv)a deposit to Sub-Merchant was made erroneously.
c. REFUND CREDITS
Sub-Merchant will issue a credit memorandum instead of making a cash advance,a disbursement,or a refund on any Card transaction.Provider and/or Acquirers will debit
from amounts owing Sub-Merchant for the total face amount of each credit memorandum submitted. Sub-Merchant will not submit a credit relating to any Card transaction
not originally submitted to Provider,nor will it submit a credit that exceeds the amount of the original Card transaction. Sub-Merchant will,within the time period specified
by the Operating Regulations,provide Provider and/or Acquirers with a credit memorandum or credit statement for every return of goods or forgiveness of debt for services
that were the subject of a Card transaction.
3.12 SPECIAL MASTERCARD TERMS
As used in this Section 3.12:(i)"Corporation"means Mastercard International Incorporated,Maestro International Inc.,and their subsidiaries and affiliates;(ii)"Interchange
System"means the computer hardware and software operated by and on behalf of the Corporation for the routing,processing,and settlement of transactions(iii)"Marks"
means the names,logos,trade names, logotypes,trademarks, service marks,trade designations,and other designations, symbols,and marks that the Corporation owns,
manages,licenses,or otherwise controls and makes available for use by authorized entities in accordance with the Standards,and"Mark"means any one of the Marks;and
(iv)"Standards"means the Amended and Restated Certificate of Incorporation and the bylaws,operating rules,regulations,policies,and procedures of the Corporation,
including but not limited to any manuals,guides or bulletins,as may be amended from time to time.
Sub-Merchant acknowledges and agrees:(i)Sub-Merchant will comply at all times with all applicable Standards,as amended from time to time;(ii)the Corporation is the
sole and exclusive owner of the Marks,and Sub-Merchant will not contest the ownership of the Marks for any reason;(iii)the Corporation may at any time,immediately and
without advance notice,prohibit the Sub-Merchant from using any of the Marks for any reason;and(iv)the Corporation has the right to enforce any provision of the Standards
and to prohibit the Sub-Merchant and/or Provider from engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Corporation,
including injury to reputation,or that could adversely affect the integrity of the Interchange System,the Corporation's"confidential information"(as defined in the Standards),
or both;and Sub-Merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation.
Sub-Merchant agrees that Provider may require any changes to Sub-Merchant's website or otherwise that Provider deems necessary or appropriate to ensure that Sub-Merchant
remains in compliance with the Standards governing the use of the Marks.
In addition to the termination provisions set forth in Section 5,this Sub-Merchant Agreement will automatically and immediately terminate if the Corporation de-registers
Provider or if an Acquirer ceases to be approved by the Corporation for any reason or if such Acquirer fails to have a valid license with the Corporation to use any Mark
accepted by Sub-Merchant.Further,Provider,at its discretion or at the direction of an Acquirer or the Corporation,may terminate this Sub-Merchant Agreement immediately
for activity deemed to be fraudulent or otherwise wrongful by Provider,an Acquirer,or the Corporation.In the event of any conflict or inconsistency between any provision
of this Sub-Merchant Agreement and the Standards,the Standards will govern as to any transaction involving the Corporation or its Cards.
4. FEED..•ETTLEMENT,TAXES IRS REPORTING.
4.1 FEES
Sub-Merchant agrees to pay to Provider on demand(i)any and all service or processing fees,taxes,or other charges associated with payment transactions processed through
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the Service,as specified in Provider's Fee Schedule as in effect from time to time,or in another applicable document(e.g.,an order form),(ii)any adjustments,fees,penalties,
or costs incurred by Provider as a result of any dispute related to a User Payment(as defined below)or to any payment transaction alleged to have processed through the
Service;and(iii)any fees or charges imposed by third parties(including Card Brands and Acquirers)related to disputed,returned,or cancelled transactions or User Payments.
Sub-Merchant authorizes and directs Provider to deduct the amounts Sub-Merchant owes under this paragraph from User Payments,and Sub-Merchant understands that User
Payments Provider remits to Sub-Merchant will be net of these amounts.
Sub-Merchant further agrees that Provider may withhold the following amounts from User Payments,and Sub-Merchant understands that User Payments Provider remits to
Sub-Merchant will be net of these amounts:(i)the amount of any User Payment that is subject to dispute or reasonably anticipated to be subject to dispute as determined in
Provider's sole discretion(such as in the case of Card charge backs)and any related adjustments,fees,penalties,or costs Provider incurs or reasonably anticipates Provider
will incur as a result of the dispute;(ii)any third-party fees or charges Provider incurs or reasonably anticipates Provider will incur as a result of a disputed,returned,or
cancelled User Payments,including any imposed on Provider by Acquirers;(iii)any taxes or other amounts as required by law; and(iv)any other amounts Sub-Merchant
owes to Provider under the Sub-Merchant Agreement,including any amounts that Provider reasonably believes are or may be owed to Provider as a result of any breach by
Sub-Merchant of this Sub-Merchant Agreement or pursuant to Sub-Merchant's indemnification obligations under the Sub-Merchant Agreement. Sub-Merchant authorizes
Provider to use the funds so withheld to satisfy Sub-merchant's obligations in respect of any matters described in this paragraph.
To the extent the funds so withheld exceed the amount(s)actually required to satisfy Sub-Merchant's obligations,the remaining funds will be treated as User Payments
received by Provider during the calendar month in which Provider determines(in Provider's sole and reasonable discretion)that Sub-Merchant's obligations have been
satisfied and remitted to Sub-Merchant in accordance with the paragraphs above. In the event amounts deducted or withheld from User Payments are insufficient to pay all
amounts Sub-Merchant owes to Provider hereunder,Sub-Merchant agrees to pay such amounts on demand,and to pay all attorneys'fees and costs and expenses of collection
Provider incurs in collecting amounts Sub-Merchant owes.
4.2 SETTLEMENT
Upon receipt of Sub-Merchant's sales data for Card transactions through the Services,Acquirers will process Sub-Merchant's sales data to facilitate the funds transfer between
the various Card Brands and Sub-Merchant.After Acquirers receive credit for such sales data,Acquirers will either fund Sub-Merchant directly or through Provider to an
account designated by Provider("Provider Designated Account"),for such Card transactions.Sub-Merchant agrees that Acquirers'deposit of funds to the Provider Designated
Account shall discharge Acquirers of their settlement obligation to Sub-Merchant.Any dispute concerning the amount or receipt of settlement shall be between Provider and
Sub-Merchant. Acquirers will debit the Provider Designated Account for funds owed to Acquirers as a result of the Acquirer Services provided hereunder.Further,if a
cardholder disputes a transaction,if a transaction is charged back for any reason,or if Acquirers reasonably believe a transaction is unauthorized or otherwise unacceptable,
the amount of such transaction may be charged back and debited from Sub-Merchant or Provider.
4.3 REMITTANCE BY PROVIDER
Unless Sub-Merchant and Provider otherwise agree in writing,funds received by Provider in respect of payments by Cardholders to Sub-Merchant that are processed through
the Service("User Payments")will be remitted to Sub-Merchant(net of amounts Acquirers and/or Provider is authorized to deduct or withhold,as described above and in
this Sub-Merchant Agreement)not later than thirty(30)days after the end of the calendar month in which such User Payments are received by Provider.Funds will be remitted
in the form Sub-Merchant selects when Sub-Merchant registers for payment processing services,or as subsequently updated as permitted by the Service.
If Sub-Merchant believes that Provider has failed to remit User Payments owed to Sub-Merchant,Sub-Merchant must notify Provider in writing within ninety(90)days of
the date of such remittance or from the date when Sub-Merchant purports such remittance would have been due,specifying in reasonable detail the amounts Sub-Merchant
believes are owed.Sub-Merchant's failure to so notify Provider shall result in Sub-Merchant's waiver of any claim relating to such disputed remittance.Amounts owed to
Sub-Merchant shall be calculated solely based on records maintained by Provider,which shall be preowned correct absent manifest error. Sub-Merchant shall have uo audit
rights hereunder.
4.4 SUB-MERCHANT ACCOUNT
To ensure proper remittance of User Payments,Sub-Merchant is solely responsible for providing and maintaining accurate contact and payment information associated with
Sub-Merchant's account,which may include without limitation applicable tax information.If Provider believes that Provider is obligated to obtain tax information and Sub-
Merchant does not provide this information to Provider after Provider has requested it,Provider may refuse to remit User Payments to Sub-Merchant until Sub-Merchant
provides this information or otherwise satisfies Provider that Sub-Merchant is not a person or entity from whom Provider is required to obtain tax information.Sub-Merchant
agrees to pay all applicable taxes or charges imposed by any government entity in connection with Sub-Merchant's participation in the Service.
4.5 RESERVE
Provider and/or Acquirers may,in their reasonable discretion,establish a reserve if they believe there is a risk of potential chargebacks,returns,or any other risk or liability
associated with Sub-Merchant's use of the Acquirer Services or to ensure current or future payment owed to Provider and/or Acquirers.Provider will provide sub-Merchant
with notice of the reserve and the terms of the reserve.Provider and/or Acquirers may require that a certain portion of Sub-Merchant's Card transaction proceeds be held by
Acquirers in reserve for a certain period of time,or that Sub-Merchant make a lump sum payment for the reserve.Provider and/or Acquirers may change the terms of the
reserve at any time by providing Sub-Merchant with notice of the new terms.Provider and/or Acquirers have the right to use funds otherwise owed to Sub-Merchant to
establish,increase,or maintain funds in reserve.Acquirers may hold a reserve as long as Provider and/or Acquirers deem necessary to mitigate risks associated with Sub-
Merchant's transactions. Sub-Merchant understands and agrees that if Sub-Merchant is required to establish a reserve, Sub-Merchant has an obligation under this Sub-
Merchant Agreement to maintain at all times the balance in the reserve set by Provider and/or Acquirers.Either Provider and/or Acquirers may,without notice,apply funds
designated as reserves against any outstanding amounts owed to them,respectively,under this Sub-Merchant Agreement.Provider and/or Acquirers may also debit the reserve
to exercise their rights under this Sub-Merchant Agreement,to collect any amounts due to them including,without limitation,rights of set-off and recoupment.Sub-Merchant
agrees that it is liable for all obligations associated with its use of the Acquirer Services even after the release of any reserve.Sub-Merchant will not be entitled to a return of
any sums remaining in reserve for up to 270 days following termination of its use of the Acquirer Services.
4.6 TAXES&IRS REPORTING
To comply with IRS 1099-K reporting requirements,either Provider or Acquirers may be required to file a form 1099-K with the U.S. Internal Revenue Service(IRS).
Provider and/or Acquirers may collect federal backup withholding upon transaction settlement,on behalf of the IRS,from Sub-Merchant if Sub-Merchant does not supply its
legal name,SSN or EIN,or if it fails to respond to a request from Provider and/or Acquirers to verify the same.
5.TERM AND TERMINATIQN.
5.1 TERM
This Sub-Merchant Agreement shall be deemed accepted and binding upon Sub-Merchant,Acquirers and Provider upon its execution by both Parties(the"Effective Date").
This Sub-Merchant Agreement shall commence on the Effective Date(and shall continue for four(4)years(the"Initial Term").Thereafter,this Sub-Merchant Agreement
shall renew automatically for one(1)year periods unless either Party notifies the other upon one hundred eighty(180)days prior written notice(each a"Renewal Term")
(collectively,the"Initial Term"and each"Renewal Term,"the"Term").Either Party may terminate this Sub-Merchant Agreement in the event of a breach of this Sub-
Merchant Agreement by the other Party that has not been cured to such Party's reasonable satisfaction within thirty(30)days of the breaching Party's receipt of written notice.
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52 TERMINATION
Notwithstanding the foregoing,Acquirers may immediately cease providing Acquirer Services and/or terminate this Sub-Merchant Agreement without notice if(i) Snb-
Merchant or Provider fails to pay any amount to Acquirers when due,(ii)in Acquirers'opinion,provision of a service to Sub-Merchant or Provider may be a violation of the
Operating Regulations or any applicable Laws,(iii)Acquirers believes that Sub-Merchant has violated or is likely to violate the Operating Regulations or the Laws,or(iv)
Acquirers or Providers are required to do so by any of the Card Brands.
Further, Provider may terminate this Sub-Merchant Agreement at any time,in Provider's sole discretion, without prior notice to Sub-Merchant. If this Sub-Merchant
Agreement is terminated by any party hereto,the provisions of Section 4 above will continue to apply until Sub-Merchant has paid all amounts owed to Provider in respect
of the Services provided by Provider prior to termination.
5.3 FAILURE OF ACQUIRER SERVICES
Sub-Merchant agrees to provide Acquirers,via a communication with Provider,with written notice,specifically detailing any alleged failure of Acquirer Services,within
thirty(30)days of the date on which the alleged failure or error first occurred;failure to so provide notice shall be deemed an acceptance by Sub-Merchant and a waiver of
any and all rights to dispute such failure or error.Acquirers shall bear no liability and have no obligations to correct any errors resulting from Sub-merchant's failure to
comply with the duties and obligations of the preceding sentence.
5.4 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)Sub-Merchant fails to pay any obligation under this Sub-Merchant Agreement to Acquirers or Provider when due;
(b)any representation or warranty made by Sub-Merchant under this Sub-Merchant Agreement,the Sub-Merchant Application or any financial statement,certificate,report,
exhibit or document required to be furnished by Sub-Merchant to Acquirers or Provider pursuant to this Sub-Merchant Agreement shall prove false or misleading in any
material respect as of the time when made,including any omission of material information necessary to make such representation,warranty or statement not misleading or
the failure to provide required information; (c) Sub-Merchant shall default in the performance or observance of any covenant,agreement or duty under this Sub-Merchant
Agreement or any Card Brand Regulation;(d)Sub-Merchant is no longer allowed by a Card Brand to accept such Card Brand's Cards as payment or Sub-Merchant's name
appears on a Card Brand's terminated merchant file;(e)Acquirers or Provider reasonably conclude that any criminal, fraudulent,unauthorized or suspicious activity has
occurred or is imminent with respect to Sub-Merchant's acceptance of Cards or Sub-Merchant's performance under this Sub-Merchant Agreement;(f)there is an unexplained
material change in Sub-Merchant's processed volume,average ticket size or mode of sale;(g)Acquirers or Provider reasonably conclude that there exists a risk of an abnormal
level of chargebacks or that Sub-Merchant may not fund Fees,Third-Party Costs for which Sub-Merchant is responsible hereunder,dispute items,or penalties as they occur;
(h)Sub-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 Sub-Merchant's business,operations,financial condition,properties,assets or prospects;(j)one or more judgments against
Sub-Merchant for the payment of money remain undischarged,unsatisfied or unstayed for a period of forty five(45)consecutive days;(k) Sub-Merchant's lender takes
possession of Sub-Merchant's inventory;(I)a writ or warrant of attachment,garnishment,execution,or similar process shall have been issued against Sub-Merchant or any
of Sub-Merchant's assets;(m)a proceeding shall have been instituted with respect to Sub-Merchant(1)seeking an order for relief or a declaration entailing a fording that
Sub-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 Sub-Merchant, Sub-Merchant's assets or Sub-Merchant's debts under any law relating to
bankruptcy,insolvency,relief of debtors or protection of creditors,termination 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 Sub-Merchant or for all or any substantial part of Sub-Merchant's assets;or(n)
Sub-Merchant shall become insolvent, shall become generally unable to pay Sub-Merchant's debts as they become due, shall voluntarily suspend transaction of Sub-
Merchant's 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 official of all or any substantial part of Sub-Merchant's assets,shall dissolve,windup,revoke or forfeit Sub-Merchant's charter(or
other constituent documents)or liquidate Sub-Merchant or any substantial part of Sub-Merchant's assets,or shall take any action in furtherance of any of the foregoing;(o)
accept a Card for an unlawful Internet gambling transaction;or(p) Sub-Merchant fails to become or remain "PCI compliant"(as required under applicable Card Brand
Regulations)and/or Sub-Merchant fails to certify such compliance to Provider upon request.You shall notify Acquirers and Provider 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.
5.5 REMEDIES UPON EVENT OF DEFAULT
Upon the occurrence of any Event of Default,Acquirers and Provider may employ any or all of the following remedies it deems appropriate:(a)terminate this Sub-Merchant
Agreement immediately upon notice to Sub-Merchant;(b)without prior notice to Sub-Merchant,refuse to accept or revoke acceptance of any sales or credit,or the electronic
transmission thereof if applicable,received by Acquirers or Provider on or at any time after the occurrence of any Event of Default;(c)without prior notice to Sub-Merchant,
Acquirers or Provider may debit Sub-Merchant's accounts in an amount equal to any amount then owed to Acquirers or Provider;(d)establish a reasonable reserve using
Sub-Merchant's funds in Acquirers'possession to cover foreseeable Fees,Third-Party Costs for which Sub-Merchant is responsible hereunder,dispute items,penalties,and
Cardholder credits;(e)increase the Fees commensurate with the increased risk;(I)require Sub-Merchant to deposit,as cash collateral,such amounts as Acquirers or Provider
may require to secure Sub-Merchant's obligations hereunder;(g)report to one or more credit reporting agencies any outstanding indebtedness to Acquirers or Provider;or
(h)take such other action as may be permitted by law.
5.6 EARLY TERMINATION
For purposes of this Section 5.6,an"Early Termination"shall mean:(i)a termination of this Sub-Merchant Agreement by Acquirers or Provider following an Event of
Default specified in Section 5.4 above(ii);a termination of this Sub-Merchant Agreement by Sub-Merchant for any reason whatsoever,other than following written
termination notice given by Sub-Merchant pursuant to Section 1.2 or Section 5;or(iii)Sub-Merchant's deposit or submission of any of Sub-Merchant's Card Brand
branded transactions with any entity other than Acquirers.Your payment of the monthly minimum Fees shall not fulfill Sub-Merchant's obligation to Provider.The parties
agree that the actual damages which will result to Provider from an Early Termination are not readily ascertainable as of the effective date of this Sub-Merchant
Agreement.In addition,Sub-Merchant acknowledges and agrees that in reliance on this Sub-Merchant Agreement and other long-term agreements,Provider will incur
additional long-term costs,including without limitation,computer hardware,software,and labor.Accordingly,upon the occurrence of an Early Termination,Sub-
Merchant shall pay to Provider,in addition to all amounts owed for the Services provided to Sub-Merchant pursuant to this Sub-Merchant Agreement,an amount equal to
the greater of(i)$500.00;or(ii)thirty percent(30%)of the average total monthly Fees paid by Sub-Merchant(or Service Fees collected by Provider,if applicable)during
the preceding six(6)months(or shorter period if this Sub-Merchant Agreement has not been in effect for six(6)months),times the number of months,or portion thereof,
remaining in the Term resulting from failure to provide timely termination notice as described in Section 5.1 of this Sub-Merchant Agreement.The parties intend that this
Early Termination fee be in lieu of Provider's lost profits for the remainder of this Sub-Merchant Agreement,but not in lieu of any other damages to which Provider might
otherwise be entitled arising out of Sub-Merchant's wrongful acts or omissions.
6. SUB-MERCHANT\\ARRAN"IES.
Sub-Merchant represents and warrants the following:(1)that all information submitted by Sub-Merchant to Provider and/or Acquirers relating to Sub-Merchant Application,
which is incorporated into the Sub-Merchant Agreement by reference,to use the Acquirer Services is correct,complete,and fully describes and details the nature,type,and
scope of the business in which Sub-Merchant is engaged;(2)that Sub-Merchant has never been placed on the Mastercard MATCH system or the Combined Terminated
Merchant File,and if so,Merchant has disclosed this to Provider and/or Acquirers;and(3)that all transactions are bona fide and no transaction involves the use of a Card for
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any purpose other than the purchase of goods or services from Sub-Merchant and does not involve a Cardholder obtaining cash front Sub-Merchant unless allowed by the
Operating Regulations.
7. INDEMNIFICATION.
As between Sub-Merchant and Acquirers,Sub-Merchant will be responsible for,and at its own expense,defend itself against any suits,claims, losses,demands,or damages
arising out of in connection with(A)any dispute with a Cardholder or any third party relating to any Card transaction,or(B)any breach by Sub-Merchant of any obligation
under this Sub-Merchant Agreement. Sub-Merchant will not make any claims against Acquirers for any liabilities,claims,losses,costs,expenses and demands of any kind
or nature,arising out of or in connection with any of the foregoing suits,claims,losses,demands or damages. Further, Sub-Merchant will not make any claims against
Acquirers for any actions they take against the settlement account or the reserve account in accordance with this Sub-Merchant Agreement,except to the extent such actions
are attributable to Acquirers'negligence,willful misconduct,or their breach of this Sub-Merchant Agreement.
Acquirers will be responsible for and w ill at their own expense defend themselves against any suits,claims,losses,demands,or damages arising solely out of(A)Acquirers'
breach of this Sub-Merchant Agreement,or(B)Acquirers'negligence or willful misconduct.
S. LIMITATION OF LIABILITY.
Sub-Merchant's sole and exclusive remedy for any and all claims against Acquirers arising out of or in any way related to the transactions contemplated herein shall be
termination of this Sub-Merchant Agreement.In the event that Sub-Merchant has any claim arising in connection with the Acquirer Services,rights,and/or obligations defined
in this Sub-Merchant Agreement,Sub-Merchant shall proceed against Provider and not against Acquirers,unless otherwise specifically set forth in the Operating Regulations.
In no event shall Acquirers have any liability to Sub-Merchant with respect to this Sub-Merchant Agreement or the Acquirer Services.Sub-Merchant acknowledges Acquirers
are only providing this Sub-Merchant Agreement to assist in Provider's processing relationship with Sub-merchant,that Acquirers are not liable for any action or failure to
act by Provider,and that Acquirers shall have no liability whatsoever in connection with any products or services provided to Sub-Merchant by Provider.
Acquirers'total liability under this Sub-Merchant Agreement for any reason will not exceed in the aggregate the amount of$5,000.In no event will Acquirers be liable for
indirect,special,or consequential damages.
9.])TSCLAIMER OF WARRANTIES.
THE ACQUIRER SERVICES ARE PROVIDED"AS IS"AND"AS AVAILABLE."TO THE FULLEST EXTENT PERMITTED BY LAW,EXCEPT AS EXPRESSLY
STATED IN THIS SUB-MERCHANT AGREEMENT,ACQUIRERS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-
INFRINGEMENT,ARISING OUT OF OR RELATED TO THIS SUB-MERCHANT AGREEMENT.
SOME STATES DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES,SO SOME OF THE ABOVE LIMITATIONS MAY
NOT APPLY TO SUB-MERCHANT.EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS SUB-MERCHANT AGREEMENT IN RELIANCE
UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.
10. INTELLECTUAL PROPERTY RESTRICTIQLN .
AB materials or intellectual property provided by Acquirers to Sub-Merchant in connection with the Acquirer Services("Materials")are owned by Acquirers or their third-
party licensors.Sub,Merchant shall not(and shall not permit any agent or third party)to:(a)copy all or any portion of any Materials;(b)decompile,disassemble,or otherwise
reverse engineer(except to the extent expressly permitted by applicable Law,notwithstanding a contractual obligation to the contrary)the Acquirer Services or Materials,or
any portion thereof',or determine or attempt to determine any source code,algorithms,methods,or techniques used or embodied in the Acquirer Services or any Materials or
any portion thereof;(c)modify,translate,or otherwise create any derivative works based upon the Acquirer Services or any Materials;(d)distribute,disclose,market,rent,
lease,assign.sublicense,pledge,or otherwise transfer the Acquirer Services or any Materials, in whole or in part,to any third party;or(e)remove or alter any copyright,
trademark,or other proprietary notices,legends,symbols,or labels appearing on the Acquirer Services or in any Materials.
II. MISCELLANEOUS.
11.1 SEVERABILITY AND WAIVER
If any provision of this Sub-Merchant Agreement is held invalid,illegal,void,or unenforceable by reason of any judicial decision,all other provisions of this Sub-Merchant
Agreement shall nevertheless remain in full force and effect.No course of dealing,delay,or failure to enforce any provision or exercise any right under this Sub-Merchant
Agreement by Acquirers shall be construed as a waiver or estoppel of such provision or right,nor shall it amend this Sub-Merchant Agreement or affect the validity of this
Sub-Merchant Agreement or curtail Acquirers'ability to enforce such provision or exercise such right in the future.All waivers must be in writing and signed by Acquirers.
11.2 RIGHTS AND REMEDIES CUMULATIVE
The rights conferred upon Acquirers in this Sub-Merchant Agreement are not intended to be exclusive of each other or of any other rights and remedies Acquirers have under
this Sub-Merchant Agreement,at law or in equity.Rather,each right Acquirers have at law or m equity will be cumulative and concurrent and in addition to every other right.
11.3 ENTIRE AGREEMENT
This Sub-Merchant Agreement,Sub-Merchant Application,including the Operating Regulations and the Policies,and any amendment or supplement to this Sub-Merchant
Agreement,all of which are incorporated into this Sub-Merchant Agreement,constitutes the entire agreement between Sub-Merchant and Acquirers with respect to the matters
contained herein,and all prior or other agreements or representations,written or oral,are superseded by this Sub-Merchant Agreement. Sub-Merchant agrees that in entering
into this Sub-Merchant Agreement Sub-Merchant has not relied on any statement of Acquirers or its representatives.The parties acknowledge and agree(i)that this Sub-
Merchant Agreement applies only to Card transaction generated within the United States;and(ii)that this is a contract for commercial services.
11.4 ASSIGNABILITY
This Sub-Merchant Agreement may not be assigned by Sub-Merchant,directly or by operation of law,without the prior written consent of Acquirers and Provider.This Sub-
Merchant Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors,transferees,and assignees.
11.5 AMENDMENTS
Acquirers and/or Provider may amend this Sub-Merchant Agreement at any time. Notwithstanding the foregoing,Provider will give Sub-Merchant not fewer than thirty(30)
days advance notice of any new or increased fees imposed on Sub-Merchant in connection with payment processing under this Sub-Merchant Agreement,
11.6 CONSENT TO DO BUSINESS ELECTRONICALLY,ELECTRONIC COMMUNICATION,AND NOTICES
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Sub-Merchant consents to do business electronically,which means that Sub-Merchant agrees that all notices,instructions,or any other communications regarding transactions
under this Sub-Merchant Agreement(all of which arc referred to herein as the"Communications")may be presented,delivered,stored,retrieved,and transmitted to Sub-
Merchant electronically.Sub-Merchant agrees to notify Provider of any change in its electronic or mailing address or other contact information
11.7 EXECUTION OF AGREEMENT
The parties agree that this Sub-Merchant Agreement may be executed(a)in one or more counterparts,each of which will be deemed an original and all of which together will
constitute one and the same agreement;and(b)by using an electronic or handwritten signature,which are of equal effect,whether on original or electronic copies.Member
Bank is a party to this Sub-Merchant Agreement. Member Bank may be changed,and its rights and obligations assigned to another party by Acquirers at any time without
notice to Merchant.As of the commencement of this Sub-Merchant Agreement,Member Bank shall be Fifth Third Bank,located at Cincinnati,OH.
11.8 CHOICE OF LAW;JURISDICTION;WAIVER
THIS SUB-MERCHANT AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF IN WHICH SUB-MERCHANT IS LOCATED. SUB-
MERCHANT,ACQUIRERS AND PROVIDER 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 SUB-MERCHANT ARE 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 SUB-MERCHANT OR ACQUIRERS AND PROVIDER;(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 SUB-
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(F)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.
AGREED AND ACCEPTED
SUB-MERCHANT: C Of Boyr-.1On WONDERWARE INC.D/B/A CORE BUSINESS TECHNOLOGIES
BY: Ty ?.sr�se rg o�. BY: Chris J Lewis
TITLE: GA — TITLE: Chief Operating Officer
AUTHORIZED AUTHORIZED
SIGNATURE: de. (84/184.1 SIGNATURE:
DATE: /Li/ r DATE: 01/30/2025
CITY ATTORNEY'S OFFICE
By:
,stc1f nlegality
B
SMA-R W.GOV-2024-04
) CORE
SPECIAL PROVISIONS FOR AMERICAN EXPRESS ADDENDUM
This SPECIAL PROVISIONS FOR AMERICAN EXPRESS ADDENDUM(this"Addendum")is made a part of the terms and conditions of the SUB-MERCHANT
SERVICES AGREEMENT between ("Customer")and Wonderware Inc.d/b/a CORE Business Technologies
(`CORE")dated (the"Sub-Merchant Agreement"),and applies to American Express Card acceptance(capitalized terms herein not defined elsewhere in
the Sub-Merchant Agreement shall have the meanings assigned in the American Express Operating Regulations).Customer's participation en American Express Card
acceptance is subject to the approval of American Express.With respect to participation in an American Express acceptance program,in the event of a conflict between
the terms of this Addendum and other terms of the Sub-Merchant Agreement,the terms below shall control.
I. Rules. Customer shall be bound by the American Express Operating Regulations,including the Merchant Operating Guide which is located at
illYely,Emn&ricanex rress.corn/merchantotiettide("MOG"). The provisions of the MOG are incorporated herein by reference
2. Transaction Data. Customer authorizes CORE and/or its affiliates to submit American Express transactions to,and receive settlement on such transactions
from,American Express on behalf of Customer.
3. Data Security Requirements. Customer shall comply with the data security requirements of protecting Cardholder infonnation set forth in Section 8 of the
MOG.
4. Treatment of American Express Cardholder Information.Customer shall treat acknowledges that any and all American Express Cardholder information is
confidential and the sole property of the Card issuer,American Express or any of its affiliates. Except as otherwise specified,Customer must not disclose
Cardholder information,nor use nor store it.other than to facilitate transactions at Customer's establishments in accordance with the Sub-Merchant Agreement.
5. Disclosure and Use of Data Collected Under the Sub-Merchant Agreement.CORE may disclose to American Express data and information that CORE
collects as part of performing American Express payment processing services or transaction related services including information about Customer,as further set
forth in Section 2.7 of the MOG.American Express may use such information for purposes set forth in Sections 2.7 and 2.8 of the MOG.
6. Conversion to American Express Direct Customer. Customer acknowledges that it may be converted from the American Express Card acceptance program
to a direct relationship with American Express if and when its transaction volumes exceed the eligibility thresholds for the program,If this occurs,upon such
conversion,(i)Customer will be bound by American Express'then-current Card acceptance agreement;and(ii)American Express will set pricing arid other fees
payable by Customer.
7. Assignment of Transactions. Customer shall not process transactions or receive payments on behalf of,or(unless required by applicable law)re-direct
payments to,any third party.
8. American Express as Third Party Beneficiary. Notwithstanding anything in the Sub-Merchant Agreement to the contrary,American Express shall have
third-party beneficiary rights,but not obligations,to the terms of the Sub-Merchant Agreement applicable to American Express Card acceptance to enforce such
terms against Customer. Customer acknowledges that it is not a third party beneficiary under the agreement between American Express and CORE for the provision
of American Express payment processing services or transaction related services to Customer(the"AMEX TPSP Agreement").
9. Termination of American Express Card Acceptance. You acknowledge that CORE shall be required to terminate Customer's participation in American
Express Card acceptance if the TPSP Agreement terminates for any reason or American Express terminates CORE's authorization to provide the payment processing
services. In the event Customer's participation in the program is terminated for any reason,Customer must immediately remove all American Express branding and
marks from Customer's website and wherever else they are displayed.
10. Billing and Refund Policies. Customer's billing and refund policies for American Express purchases must comply with Sections 4.11 and 7.4 of the MOO
11. Acceptance of American Express. Customer must accept American Express as payment for goods and services in accordance with Section 3.1 of the MOG,
the Sub-Merchant Agreement and this Addendum. Customer covenants not to engage in the activities listed in the second paragraph of Section 3.2 of the MOO.
12. inquiries and Chargebacks. Customer must comply with the requirements set forth in Section II of the MOG relating to the processes for chargebacks and
inquiries.
13. Specific Industries. Customer must comply with the industry-specific requirements of Section 12 of the MOG.
14. Discounts or in-Kind incentives. Customer may offer discounts or in-kind incentives from Customer's regular prices for payments in cash,ACH funds
transfer,check,debit card or credit/charge card,provided that Customer complies with the requirements of the third paragraph of Section 3.2 of the MOG.
15. Display of American Express Marks, Whenever payment methods are communicated to customers,or when customers ask what payments are accepted,
Customer must indicate Customer's acceptance of American Express Cards and display American Express'marks as prominently and in the same manner as any
other Card networks Customer's use of the American Express marks shall he in accordance with the third paragraph of Section 3.2.1 of the MOG.
American Express Addendum v i.2
019 CORE
16. Confidentiality of Cardholder Information. Any and all Cardholder information is confidential and the sole property of the applicable Card issuer,American
Express or its affiliates.Except as otherwise specified,Customer must not disclose Cardholder information,nor use nor store it,other than to facilitate transactions at
Customer's business locations and websites in accordance with the Sub-Merchant Agreement.
17. Website Information Display. Customer's business website must display the following-(a)an accurate description of the goods/services offered,including
the currency type for the transaction(e.g.,U.S.Dollars)(note:transaction currency must be in U.S.Dollars);(b)Customer's physical address in the U.S.;(c)an
email address or telephone number for customer service disputes;(d)return/refund policy;(e)a description of Customer's delivery policy(e.g.,no overnight
delivery);(f)a description of Customer's security practices(e.g,information highlighting security practices the Customer uses to secure transactions on its systems,
including transactions conducted on the Internet);(g)a statement of known export restrictions,tariffs,and any other regulations;and(h)a privacy statement
regarding the type of personal information collected and how the information is used.Additionally,Customer must provide to its customers the option to decline
being included in marketing campaigns or having their personal information included on lists sold to third parties.
18. Customer Service Information. Customer will maintain customer service information that is readily available for review by Cardholders transacting with
Customer.The customer service information will provide clear instructions on how to contact CORE or Customer,including an active customer service email
address and telephone number.
19. Compliance with Laws. Customer will at all times comply with applicable laws,rules and regulations related to the conduct of Customer's business
20. Claims. A claim against American Express,or a claim against CORE or any other entity that American Express has a right to join in resolving a claim,will he
resolved through arbitration in accordance with Section 13 of the MUG.
21. American Express Limitation of liability. IN NO EVENT SHALL AMERICAN EXPRESS OR ITS AFFILIATES,SUCCESSORS,OR PERMITTED
ASSIGNS BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL,INDIRECT,SPECULATIVE,CONSEQUENTIAL,
SPECIAL,PUNITIVE,OR EXEMPLARY DAMAGES OF ANY KIND(WHETHER BASED IN CONTRACT,TORT,INCLUDING NEGLIGENCE,STRICT
LIABILITY,FRAUD,OR OTHERWISE,OR STATUTES,REGULATIONS,OR ANY OTHER THEORY)ARISING OUT OF OR IN CONNECTION WITH
CUSTOMER'S PARTICIPATION IN THE PROGRAM.EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES.AMERICAN EXPRESS WILL NOT BE
RESPONSIBLE TO CUSTOMER FOR DAMAGES ARISING FROM DELAYS OR PROBLEMS CAUSED BY TELECOMMUNICATIONS CARRIERS,
INTERNET SERVICE PROVIDERS,OTHER COMMUNICATIONS NETWORKS OR THE BANKING SYSTEM,EXCEPT THAT ITS RIGHTS TO CREATE
RESERVES AND EXERCISE CHARGEBACKS WILL NOT BE IMPAIRED BY SUCH EVENTS. CUSTOMER FURTHER AGREES TO ABIDE BY THE
LIMITATION OF LIABILITY PROVISIONS IN THE AMEX TPSP AGREEMENT.
22. American Express Right to Modify or Terminate Agreement. American Express has to the right to modify the Sub-Merchant Agreement with respect to
American Express transactions or to terminate Customer's acceptance of American Express transactions and to require CORE to investigate Customer's activities
with respect to American Express transactions.
Except as otherwise amended pursuant to this Addendum,the Sub-Merchant Agreement remains in full force and effect in accordance with its terms. This
Addendum may be executed in one or more counterparts(including by means of signature pages transmitted vie PDF or other electronic means),each of which shall
be deemed an original and all of which shall be taken together and deemed to be one instrument.
Customer and CORE have entered into this Addendum as of
Customer: C.14.—k of �� Wonderware Inc.d/b/a CORE Business Technologies
85 Or - / X 't J By: r>
Name: C. . , Name: Chris J Lewis
IlIIF Mctscor-- Title: Chief Operating Officer
CITY A RNEY''S�1O�FFICE
Approve s tLc fjb ihleygality
By:
American Express Addendum v1.2
t CORE
SPECIAL PROVISIONS FOR PAYPAL PAYFLOW GATEWAY ADDENDUM
This SPECIAL PROVISIONS FOR PAYPAL PAYFLOW GATEWAY ADDENDUM(this"Addendum")is made a part of the terms and conditions of the
SUB-MERCHANT SERVICES AGREEMENT between City of Boynton Beach ("Sub-Merchant")and Wonderware Inc.d/b/a CORE
Business Technologies("CORE")dated (the"Sub-Merchant Agreement"),and applies to provisioning of PayPal Payflow Pro Gateway Services
("PayPal Gateway")by CORE for Sub-Merchant.Sub-Merchant's acceptance and usage of PayPal Gateway is subject to the approval of PayPal and governed by a
direct agreement between Sub-Merchant and PayPal(the"Payflow Gateway Services Agreement").
1. Governing Agreement. Sub-Merchant shall be bound by the Payflow Gateway Services Agreement,which is located at
https://www.pavpal.comlus/webapps/mop/ua/paytlowresold-full?locale.x=enj!S The provisions of the Payflow Gateway Services Agreement are
incorporated herein by reference.
2. PayPal Right to Modify or Terminate Payflow Gateway Services Agreement. PayPal has to the right to modify the Payflow Gateway Services Agreement
with respect to PayPal Gateway.
Except as otherwise amended pursuant to this Addendum,the Sub-Merchant Agreement remains in full force and effect in accordance with its terms. This
Addendum may be executed in one or more counterparts(including by means of signature pages transmitted via PDF or other electronic means),each of which shall
be deemed an original and all of which shall be taken together and deemed to be one instrument.
PayPal Payflow Pro Gateway Fees
Monthly Transaction
Otte-Time,e Setup Fee
Fee Fee
$25.00 $0.10 $125.00
Add-on Services(optional)
Setup Fee/Monthly Fee Additional Cost Per
Transaction
Recurring Billing 327.95/S20.95 $0.00
Advanced Fraud r 501539.95 50.10
Protection Service
Buyer Authentication $100.00/$9.95 S0.10
Sub-Merchant and CORE have entered into this Addendum as of
S.b-Merrbaat: Wonderware Inc.d/b/o,,t ORE Business Technologies
By: 7• Øi7r8y: �yy. ^
Name 1- f_e�sert0` Name: tris Lewis
Title: __lyou�or
Title:—_.COO --
.....`
CITY ATTORNEY'S OFFICE
=?OY N TQBves t 4FF�ality • O� R
6y -4 . en % .GO
�: SEAL� �=';
. INCORPORATED:
1920 /"
1‘\ FLORIOP
CORE PP/PFP v1.2
CORE
Merchant Card &ACH Payment Processing Fee Schedule
PREPARED FOR
Ctty of Boynton Beach
ABSORBED FEE maps
FEE CI ASS EEl rvrr FEE SCOPE IEE RATE• FF}RR MO FREQUENCY&Will
1 CA -_-... _ Vb. Pass-Throe h Billed Month!.
Mastercard Pau-Through _ BRW MonthlyIntenthanad -
D'tmwr Pats-Through Billed Monthly
Anwrfun Exams Pau-Through NNW Monthly
_Dlwaunt Rab AI Cards 0.2596 _-_ allied Monthly&Per Volume
Transaction Fee AN Cards S0.23 Billed Monthly&Per Transaction
r Ouraebuck Fee Al Cards 215.00 ailed Monthly&Per Churgeback
Retrieval Fee Al Cards $10.00 teed Monthly&Per Retrieval
•The fees set forth will not be changed for the bsnYol Term of the Sub-MercAont Service Agreement except(l)os mutually agreed to
M writing between CORE and Sub-Merchant or(Ii)y CORE determines,at Its sole discretion,any necessory changes to the Absorbed
pricing or Service Fee pricing It charges to the Sub-Merchant's payers os a result of changes in cord brand Interchange, dues,
assessments, miscelloneous processing fees or new fees imposed by a third party. CORE ogrees to provide Sub-Merchant with
written notification of any such needed pricing changes at least 30 days prior to changes taking effect.
Accepted
Agreed and Acc ted
$
Name : Ty ?Gin-lex-5 " ` ,
--- 0NTO ` %
6
Title: ohr ��•G(-Ak? ATF�F-911
Authorized .r— J 4—!
SEAL •.•_
fIcq..f..%
Signature:__ - _ . �Zf/.Zo2 .I INCORPORATED;
1920 ,
it •
••e...e••P
Date: i/il/Z13Z.i ‘‘.� FCOR10
CITY A RNEY'S OFFICE
Approve asiAis.)7and gality
By:
CORE
Merchant Card&ACH Payment Processing Fee Schedule
PREPARED FOR:
Chty of Boynton Beach
ABSORBED FEE PRICING
FEE CLASS FEE TYPE FEE SCOPE FEE RATE' FEE BILLING FREQUENCY&UNI F
I CARD Visa Pass-Through Billed Monthl.
Mastercard Pass-Through Billed Monthly
Interchange
Discover Pass-Through Billed Monthly
American Express Pass-Through Billed Monthly
Discount Rate At Cards 0.25% Billed Monthly&Per Volume
Transaction Fee AN Cards $0.2S Billed Monthly&Per Transaction _
Chargeback Fee —_, All Cards $15.00 Billed Monthly&Per Chargeback
Retrieval Fee All Cards $10.00 Billed Monthly&Per Retrieval
•The fees set forth will not be changed for the Initial Term of the Sub-Merchant Services Agreement except(I)as mutually agreed to
in writing between CORE and Sub-Merchant or(li) CORE determines,at Its sole discretion,any necessary changes to the Absorbed
pricing or Service Fee pricing it charges to the Sub-Merchant's payers at a result of changes in cord brand interchange,dues,
assessments,miscellaneous processing fees or new fees imposed by a third party. CORE agrees to provide Sub-Merchant with
written notification of any such needed pricing changes at least 30 days prior to changes taking effect.
Agreed and Accepted
Name : T ?c Scar s
Title: I ki .0 atm , Q�GpR•PORgp� ..F�t t
L .=�,
-i SEA ,
Authorized �-' � I . ,
Signature: �N T_v 44
:.INCORPORATED;
,t .,..1920
,``� .......
..•�P j'
Date: i/?.1/Z°Zs % LORI
CITY All' RNEY'S OFFICE
Approve asand legality,
By:
CORE
.. bJu..nar,t>�rvl.0
Merchant Card Payment Processing Fee Schedule
PREPARED FOR:
City of Boynton Beach
SERVICE FEE PRICING
FEE CLASS FEE TYPE FEE SCOPE FEE RATE• FEE BILLING FREQUENCY&UNIT
CARD Card Program Fee All Cards $0.00 Billed and debited to merchant monthly
Visa 2.75% Billed and debited to merchant monthly
Mastercard 2.75% Billed and debited to merchant monthly
Service Fee
Discover 2.75% Billed and debited to merchant monthly
American Express 2 75% Billed and debited to merchant monthly
Chargeback Fee All Cards $15.00 Billed and debited to merchant monthly per
chargeback
•The fees set forth will not be changed for the initial Term of the Sub-Merchant Services Agreement except(II as mutually agreed to In
writing between CORE and Sub-Merchant or(Ii)if CORE determines,at its sole discretion,any necessary changes to the Absorbed pricing or
Service Fee pricing it charges to the Sub-Merchant's payers as a result of changes In card brand interchange,dues,assessments,
miscellaneous processing fees or new fees imposed by o third party.CORE agrees to provide Sub-Merchant with written notification of any
such needed pricing changes at least 30 days prior to changes taking effect.
Agreed and Accepted
Name: lKk xcc 5►,�1 ter,
Title : N)Aca. s __
Authorized
Signature :
Date: ( q ' 20 ZS'
CITY ATTORNEY'S OFFICE
Approve s to form and legality
By: