Bank of America, Merchant Services. - City of DeLand [PDF]

Oct 7, 2013 - services under the contract between Bank of America and the State of Florida Effective June 12. 2013 the S

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Idea Transcript


CITY OF DELAND FLORIDA

REQUEST FOR COMMISSION ACTION October 7 2013

Department Finance Subject Consideration

Attachments of Contract

Bank of America Merchant Services

Fee Analysis Participation Agreement State of Florida Contract Price Schedule

Approved by

Prepared by

Xe 6 C 4 U3 1

X X X X

c h

Department Head

City Manager

HIGHLIGHT SUMMARY

Since 2007 the City has been participating in the Bank of America credit card processing services under the contract between Bank of America and the State of Florida Effective June 12

2013 the State of Florida has entered into a new contract with Bank of America It is necessary

for the City to sign a new participation agreement to maintain the services currently provided however the new pricing will not be effective until 30 days after the contract is received by Bank of America Those services include the ability to take all VISA and MasterCard payments

FISCAL IMPACT

The fiscal impact to the City as a result of this new agreement is estimated to be a decrease of 566 on an annual basis 3

RECOMMENDATION

It is recommended that the City Commission approve the agreement with Bank of America and authorize the Mayor to execute the necessary documents

Page

13 07 10

2 of 2

SUBJECT Consideration of Contract

Bank of America Merchant Services

DISCUSSION BACKGROUND

The State of Florida s new contract with Bank of America began on June 12 2013 and is for a five year period The new contract was not mailed to the City until August 21 2013 Accordingly the participation agreement will be dated effective October 7 2013 to allow time for approval of the new rates

The City s participation agreement provides for termination at any time by giving ninety 90 days written notice

Merchant Services Fee Analysis Difference Increase

Current Contract

Extended

Estimated

Description PIN Debit Authorization Fee Internet

IP

Authorization Fee

POS Authorization Fee

Desk

Help option Chargeback Fees

for

Visa MC only Visa Mastercard only

R A

merchant

Proposed

Annual

Unit

Quantity

Price

Contract

rease Dec

Extended

Monthly

Unit

Monthly

Price

Price

Price

84 0

660 3 72

03 0

74 130

529 3 98

03 0

00 0

03 0

00 0

00 0

832 2

04 0

28 113

03 0

96 84

32 28

0

00 15

00 0

00 15

00 0

00 0

3

50 7

50 22

00 5

00 15

50 7

70 230

565 3 80

358 4 0

796 3 50

ATTACHMENT D PARTICIPATION AGREEMENT

BETWEEN

BANK OF AMERICA N A BANC OF AMERICA MERCHANT SERVICES LLC and

City of DeLand This Participation Agreement is entered into between Bank of America N A Banc of together Contractor and City of DeLand Participant as defined in the Scope of Work Attachment A to the Master Contract with the Department of Financial Services The Master Contract together with the Merchant Services terms and conditions and other attachments and incorporated documents are collectively referred to herein as the Master Contract Signatures on incorporated documents do not serve to negate the prevailing provisions of the Master Contract America Merchant Services

I

PARTICIPATION TERMS AND CONDITIONS I

A

All defined terms in the Master Contract apply to this Participation Agreement

B

By signing this Participation Agreement the Participant and the Contractor agree to be bound by the terms of this Participation Agreement and the Master Contract in the performance of their obligations By signing below Participant represents that a copy of the Master Contract has been provided or made available to it

C

If Participant is an Agency Participant Participant hereby authorizes Contractor to share any and all information related to the Master Contract excluding personally identifiable information of a cardholder it has or obtains pursuant to this Participation Agreement and the Master Contract with representatives of the State of Florida and the specific Agency of the State of Florida to which it reports If a Participant is a Local Government

Participant Participant hereby authorizes Contractor to share with the Department information that is required in the Dashboard under the Master Contract excluding personally identifiable information of a cardholder D

The parties shall retain copies according to their retention schedules under applicable law

E

Participants who elect specialized services that are subject to additional agreement terms offered as optional services under the Master Contract are subject to those terms however additional agreement terms do not serve to negate the prevailing provisions of the Master Contract

II

MERCHANT SERVICES TERMS AND CONDITIONS

Participant will provide Contractor with updated business and financial information concerning Participant including evidence of required licenses and other information and documents Contractor may reasonably request from time to time All material marked Confidential that Contractor receives from Participant will be used only by Contractor or Card Organizations or other third parties necessary to perform services under this Participation Agreement or related services and reporting At any reasonable time Contractor or any Card Organization may audit Participant s records relating to this Participation Agreement Florida law as applied to agreements made without reference to conflict of law provisions governs the Master Contract and this Participation Agreement III A

FEES TO BE PAID TO CONTRACTOR

The Participant agrees to pay the Contractor all fees and charges in Attachment B of the Master Contract

B

Such fees and charges will be billed monthly to the Agency and Local Government Participants via an invoice process unless a Local Government Participant elects to have the Contractor debit their Settlement Account

IV EFFECTIVE DATE AND TERMINATION A

This Participation Agreement will become effective on the date it is signed by all parties

B

Unless earlier terminated by one of the parties this Participation Agreement remains in full force and effect until the earlier of i termination of the Master Contract or ii any date provided here A N not to exceed the expiration or termination of the Master Contract

C

In the absence of a default by the other party either party may terminate this Participation Agreement at any time by giving the other party ninety 90 days prior written notice

Either party may terminate this Participation Agreement after a default by the other party as provided in the Master Contract D

In the event of non payment of fees because of insufficient funds in the Settlement Account or non payment of an invoice for forty 40 days or more Contractor may cease

processing following 10 days notice from Contractor according to the Master Contract If Participant is an Agency Participant payment shall be pursuant to section 215 422 F S If Participant is a Local Government Participant payment shall be pursuant to legal requirements applicable to a Local Government Participant

V A

B

NOTICES

Any notice required or permitted to be given under this Participation Agreement or the Master Contract from one party to the other will be in writing and will be given and deemed to have been given when actually received if hand delivered delivered by telephonic facsimile transmission equipment and confirmed by telephone with and original mailed or hand delivered thereafter or mailed by certified or registered mail with postage prepaid to the party or their successor at the address specified as follows 1

Participant

2

Contractor

3

Routine notices given by Contractor to Participant such as transaction details changes in terms required by systems updates or Payment Card Organization changes and any reasonable notice required by the Contractor s services agreement or addenda schedules and attachments may be delivered by electronic mail to the address provided by Participant above

Either party may change the address to which notices are to be delivered by giving to the other party not less than ten 10 Business Days prior written notice thereof VI ELECTION OF OPTIONAL SERVICES

Participant hereby elects to receive the following optional services pursuant to the terms and conditions contained in the various service addenda which are incorporated by reference in the Master Contract and attached thereto The terms and conditions contained in a particular addenda shall not apply to Participant unless and until Participant elects by indicating herein or by future written election signed by the parties to utilize such optional service Account Updater Data File Manager

Dynamic Currency Conversion MobilePay

PayPoint TransArmor

VII A

MISCELLANEOUS PROVISIONS

This Participation Agreement incorporating the terms of the Master Contract contains the entire understanding of the parties and supersedes any and all previous discussions proposals or agreements if any between the parties with respect to the subject matter hereof

B

This Participation Agreement may not be amended except by an instrument in writing signed by an authorized representative of each of the parties

C

Limitation of liability shall be according to PUR 100020 as modified in the Master Contract

D

This Participation Agreement is binding on the parties and their successors and assigns Participant s Name City of DeLand Select One

Agency Participant

Local Government Participant

By Printed Name

Robert F Apgar

Title

Mayor

Date

s Name Contractor

Bank of America N A

By Printed Name Title Date

Banc of America Merchant Services s Name Contractor

By Printed Name Title

Date

LLC

MASTER CONTRACT FOR EPAYMENT SOLUTIONS AND SERVICES

Between the Department of Financial Services and Bank ofAmerica NA national banking association and Banc ofAmerica Merchant Services LLC

THIS MASTER CONTRACT Master Contract is entered into by and between Florida Department of Financial Services Division of Treasury 200 East Gaines Street Tallahassee Florida 323990344 hereinafter referred to as Department or its sucee sm and Bank of America N A national banking association BANA and Banc ofAmerica Merchant Services LLC CSAMS hereimfla referred to collectively as Contractor effective as ofthe last date signed below

WHEREAS Section 215 322 Florida Statutes explicitly authorizes and encourages state agencies the judicial branch and units oflocal government to accept credit cards charge cards debit cards or electronic fiords transfers and mandates the

Department to develop or approve a standard contract for the acceptance of credit cards charge cards debit cards or electronic fiords transfers and

WHEREAS Section215 322 Florida Statutes provides that Agency Participants and Local Government Participants may use such payment processing services upon the same terms and conditions as agreed to by the Department and

WHEREAS the Contractor as an independent contractor ofthe Department has the expertise and ability to faithfully perform such services and

NOW THEREFORE in consideration of the services to be performed and payments to be made together with the mutual covenants and conditions set forth the parties agree as follows I

Services and Deliverables

The Contractor agrees to render to Participants the services or other units ofdeliverables Services as set forth in the Scope ofwork Attachment A U

Contract Documents Order of Precedence

A

The Contract is an integrated agreement composed of the documents listed below The Contract will be posted on the Internet according to the State ofFlorida s Transparency Act Florida Accountability Contract Tracking System FACTS The Contract supersodes all prior negotiations representations statements and agreements whether written

or oral regarding the services provided through the Contract Documents signed by the Participant include the

Authorization and Agreement for Treasury Services the Treasury Services Delegation of Authority Form the Participation Agreement and applicable optional service agreements in Attachment C The Department will sign only the Master Contract In the event ofconflict between provisions among the documents which compose the Contract the following order ofprecedence shall govern 1

This Master Contract

2

Participation Agreement except relating to termination notice which will supersede the Master Contract

3

The Scope ofWork Attachment A

4

PUR Form 1000 and PUR Form 1001

substantially in the form attacbed w Attachment D

5

Price Schedule Attachment B

6

A Participant s purchase order Payment Card Organization Rules aka Card Organization Rules

7

8

Service Agreements Attachment C any documents or material referenced in the documents provided by the Contractor as contractor services agreement whether or not listed a

Terms and Conditions

1 If using RPO PCG AND ACH for State of Floride used by Participants using RPO or PCG and ACH negotiated version including CIP used by Participants using RPO or PCG If using banking services only for Remote Payments Online RPO Payment Collection Gateway PCG and ACH use the Authorization and Agreement for Treasury Services and the Treasury Services Delegation ofAuthority Form

2 Ifusing merchant services Master Services Agreement MSA a negotiated version and their addenda attached hereto

3 Bank ofAmerica Merchant Services Operating Procedures Guide if using MSA b

Optional Services Agreements

1 OpdonW services Addendum to the MSA and elected by the Participant i Account Updater Service 3r TransArmor Service

iii Data File Manager Service v MobilePsy Service vi PayPoint Service Z

iv Amendment to the BankCard Addendum Dynamic Currency Conversion Service 2 Optional Service not subject to the MSA i eChecc guarantee services under a TeleCheck Agreement Telecheck agreament is fully contained in the Telecheck Agreement 9

B

Any documents or material referenced in the documents provided by the Contractor as Contractor s services agreements whether or not listed

The Contract shall not contain any provisions and such provisions are expressly negated in the Contract which 1 are inconsistent with Florida law except where preempted by federal law 2 exclude prohibit or negate other Contract documents or that is not subject to the order ofprecedence ofthis Master Contract 3 4

subject the State ofFlorida to the jurisdiction of another state or provide that the Department or Participants will indemnify the Contractor or any other person In the event ofa conflict among the documents the parties shall attempt to harmonize the reading ofthe language Ifharmony cannot be reasonably achieved the language in document earlier in the order ofprecedence shall prevail over the

conflicting language in a document later in the order of precedence La 1 prevails over 2 4 except to the 3 extent that hmgiwge is inconsistent with applicable law No documents or materials other than those listed above shall become a part ofthis contract except by express written agreement of the parties Provisions in any ofthe documents composing the Contract that are contrary to applicable law are void but severable from the remainder of the Contract Signatures on incorporated documents do not serve to negate the prevailing provisions ofthe Master Contract III

Definition

Terms used in this document and not further defined herein shall be interpreted in accordance with the definitions in Attachment A the Scope of Work IV Term and Renewal

The term ofthe Contract is five years By mutual written agreement of the parties and pursuant to section 287 13 057 Florida Statutes F S the Department may renew the Contract for one or more periods not exceeding a total of five years collectively Any renewal is subject to the same terms and conditions as the original contract and shall be contingent upon

satisfactory performance evaluations by the Department and subject to the availability of fiords V

Payment A Subject to the terms and conditions established by this Contract and the billing procedures established by the

Department the Participant agrees to pay the Contractor for services rendered Payment under the Contract is in accordance with Attachment B Price Schedule which shall contain all pricing mchrsme of charges for materials work hardware software and other expenses except as specified as pass through items in Attachment B Price Schedule in accordance with Attachment A Scope of Work and no other fees apply except as pass through fees allowed under the Payment Card Organization Rules the Services Agreement or approved in writing by the parties

Interchange dues assessments fees fines and penalties am subject to change by the Payment Card Organizations as well as debit networks or other pass through costs identified on the Price Schedule Attachment B The Department will not accept any inflation increases during the initial term Any and all Contractor assertions of a right to security interest reimbursement or setoffexcept as noted below are void unless expressly audwrized in the Master Contract Scope of Work or Participation Agreement However Contractor shall have the right to setoff chargebacks as defined

in Master Services Agreement Local Government Participants may pay for Services via Contractor setoff against Local Government Participants accounts however Agency Participants shall be invoiced Contractor shall not setoff retain payments nor deduct from the Department s Account the Participant a account or any other State account to offset its

B

chums against the Account except for ehargebacks and refimda as provided in the Scope of work Vendor Rights Contractors providing goods and services to an Agency Participant should be aware of the following prompt payment standard tune fiames Upon receipt an Agency Participant has five 5 Business Days to inspect and approve the goods and services unless the Contractor s specifications purchase orders or Contract specifies otherwise An Agency Participant has 20 Calendar Days to deliver a request for payment voucher to the Department ofFinancial Services The 20 Calendar Days are measured from the date the invoice is received after the goods or services are

received inspected and approved The Department is to approve the invoice in the State financial system within 20 Calendar Days

If a payment is not available within 40 Calendar Days a separate interest penalty computed at the rate determined by the State of Florida ChiefFinancial Officer pursuant to section 213422 Florida Statutes will be due and payable in addition to the invoice amount to the Vendor To obtain the applicable interest rate please refer to httpJwwwmyflondacdo cemm Invoices returned to a Contractor due to preparation errera will result htm mtemst aadir

in a payment delay Invoice payment requiranients do not start until a properly completed invoice is provided to the Agency Participant with the proper tax payer identification information documentation to be submitted before the prompt payment standards are to be applied Interest penalties of less than one 1 dollar will not be enforced unless the Contractor requests payment The invoice payment requirements do not start until a properly completed invoice is 2

provided to the Agency Participant with the proper tax payer identification information documentation to be submitted before the prompt payment standards are to be applied A Vendor Ombudsman has been established with the Department of Financial Services The duties of this individual include acting as an advocate for Contractors who may be experiencing problems in obtaining timely payment s from an Agency Participant The Vendor Ombudsman may be reached at 830 4135516

C

Taxes The Department and Participants are exempt from payment ofFlorida stele aides and use taxes and Federal excise tax The Contractor however shall not be exempted from paying Florida state sales and use taxes to the appropriate governmental agencies or for payment by the Contractor to suppliers for taxes on materials used to fulfill

its contractual obligations with the Department or Participants The Contractor shall not use the Department s exemption number in securing such materials The Contractor shall be responsible and liable far the payment of all its Social Security and other taxes resulting from this Contract The Department will provide its tax exemption FICA certification upon request The Contractor shall provide the Department its taxpayer identification number upon request D

Payment Processing All charges for S shall be submitted to the Participant payments for professional services

e es rendered or for reimbursement of expenses authorized by the Participant

cnent detail far a proper preaudit and postaudit to be performed All be paid to the Contractor only upon the timely and sads cbry completion of

all services and other units of deliverable such as reports findings and drafts which are required by Paragraphs 1 and 2 above and upon the written acceptance of said services and units of deliverables such as reports findings and drafts by the Participant s designated Contract Manager Travel expenses will not be reimbursed Interim payments may be made by the Participant at its discretion under extenuating circumstances ifthe completion ofservices and other units of

deliverables to date have first been accepted in writing by the Participant s Contract Manager E

Contingency If the terms ofthis Contract extend beyond the current fiscal year the State ofFlorida s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature

F

MyFloridaMarlcetPlace MFW Unless exempted under Rule 60A1 030032 Florida Administrative Code each Contractor doing business with the State ofFlorida shall submit reports and be assessed a Transaction Fee ofone 0 on its payments under a Contract which must be remitted within 40Calendar Days after receipt of 1 nt pe payment for which such fees are due or the Contractor shall pay interest at the rate established under section 55 03 1 Florida Statutes on the unpaid balance from the expiration ofthe 40 day period until the fees are remitted see PUR 1000 114 The Department shall assist the Contractor in seeking any applicable exemption from the MFMP transaction fee through the Florida Department ofManagement Services

VI Acceptance

The Department and Participant will review deliverables pursuant to 215 322 6 F S and reserve the right to reject deliverables as outlined in the Scope ofWork as incomplete inadequate or unacceptable due in whole or in part to s lack of satisfactory performance under the terns of this Contract Contractor

VII Data Security Confidentiality and Payment Card Industry Data Security Standards A Contractor its employees subcontractors and agents shall comply with the applicable provisions in the sections titled

Payment Card IndustryData Security Standard Certifications and Requirements and Data Management and Security as defined in section 2 19 of the Scope of Work To the extent required by Payment Card Organization Rules and applicable law the Contractor shall provide immediate notice to the Department and affected Participants in the event it becomes aware of any security breach and any unauthorized transmission of data Except as required by law legal process Payment Card Organization Rules or to provide the Services and after notice to the Department and the Participant Contractor shall not divulge to third parties any confidential information obtained or created by Contractor its employees subcontractors or agents in the course of performing the Services Contractor shell not be required to keep confidential information that is publicly available through no fault of Contractor material that Contractor developed independently without relying on the State s confidential information or information that is otherwise obtainable under state law as a public record B

The Contractor shall ensure all access is promptly terminated for every Contractor staff engaged by Contractor and under Contractor s control upon completion of assignments

C

The Contractor is responsible for security ofall services outlined within the Contract and the Scope of Work which are in Contractor s control

D Loss ofData In the event ofloss of any State Data or Shared Data where such loss is due to the negligence of Contractor or any ofits subcontractors or agents Contractor shall be responsible for recreating such lost data in the

mariner and on the schedule set by the Department at Contractor s sole expense in addition to any other damages the Department or Participants may be entitled to by law or the Contract Further failure to maintain security that results in certain data release will subject the Contractor to the sanctions for failure to comply with section 817 5681 F S together with any actual costs of the Department or Participants for responding to such a breach of security caused by the Contractor

3

F

Data Protection No State Data as defined in Contract Scope ofWork Section Ona or information will be transferred or stored offshore or out ofthe United States of America The Contractor may use offshore services for its other

administrative activities not associated with handling of State Data or access to the Department s network Subject to Master Contract section 15 State Property Disposition Confidential Information may be disclosed by the Contractor

i to any directors officers employees accountants attorneys or agents ofthe Contractor or its affiliates for whom it is necessary or appropriate to know such information to effect the proper performance by the Contractor of its services G

hereunder and hh as required by applicable law regulation orjudicial or regulatory process the rules ofany stock exchange or regulatory or self regulatory organization

Data Access Access to State Data shell only be available to approved and authorized staff Ifthat need changes then

access shall be removed promptly The Contractor shell encrypt all data transmissions Remote data access must be provided via a trusted method such as SSL TLS SSK VPN IPSec or a comparable protocol accessible by the Participant or the Department Unless otherwise agreed by the Department in writing Contractor and Subcontractors shall not h save any State Data or Shared Data on it laptop personal computer PDA or other portable computer or data storage device unless such device has full disc encryption h save any State Data on any USB PIN drive CD DVD or similar device iii send any copies of State Data via unencrypted email iv obtain remote access to any State

Data except through a secure dedicated line or through a trusted method using current authentication and encryption technologies

IL

Confidential Information Notwithstanding any provisions or definitions of information materials or confidentiality to

the contrary Confidential Information means documents and electronic information that is confidential or exempt under section 07 119 I Florida Statutes F x 1 Article 1 Section 24 ofthe Florida Constitution or preempting S

federal law The parties will each use at least the same degree of care to prevent disclosing to third parties the Confidential Information under Florida law ofthe other as it employs to avoid unauthorized disclosure publication or dissemination of its own confidential information oflike character but in no event less than reasonable care The

Contractor shall not divulge to third parties any Confidential Information obtainod by the Contractor or its agents distributors resellers subcontractors officers or employees in the course ofperforming Contract work including but not limited to security procedures business operations information or commercial proprietary information in the

possession of the State or the Department or Participants except as necessary to provide the Services in response to legal process or as required by applicable law regulation or lawful Payment Card Organization Rule and restrictions on disclosure ofpublic records shall be pursuant to section 8 below To the extent permitted by law the parties agree that all Customer information that qualifies as Non public Personal Information under the GrammLeach Bliley Act of 1999 or its state law equivalents NPI is Confidential Information VIII Public Records Disclosure

A

Public Records Chapter 119 Florida Statutes mandates disclosure of public records with specified exceptions by

agencies of the state including private contractors acting on behalf of the state Chapter 119 Florida Statutes and other applicable law shall prevail over any contrary provisions in this Contract The parties shall not be required to disclose to the public any materials protected by law and disclosure of any Confidential Information received by the State of Florida will be governed by the provisions ofthe Florida Public Records Act Chapter 119 Florida Steturtes and exceptions thereto and other provisions of Florida law crating confidentiality The Contract will be posted on the Internet according to the State of Florida s Transparency Act with appropriate redaction of Confidential Information by the Contractor Should the Contractor provide technology security systems and procedures and other information deemed confidential or exempt from the Florida Public Records Act them the Contractor shall plat such information in an encrypted electronic form or a sealed separate envelope and provide the Department or Participant with an additional copy of its documentation containing such information that has been redacted to conceal only that information that the Contractor claims to be confidential If a public record request is made for documentation related to this Contract the Department or Participant will notify the Contractor of such request ifthe Contractor has provided the Department or Participant with a notice oftrade secret or other confidentiality as noted above and the Contractor shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the public records law The Contractor acknowledges that the protection afforded by s 815 045 F S is

incomplete and it is hereby agreed that no right or remedy for damages arises from any disclosure based on the Contractor failure to promptly legally protect its claim of exemption and commence such protective nations within ten s 10 days of receipt of such notice from the Department or Participant The Contractor shall retain records relating to the Contract and its performance in accordance with the Payment Card Organization Rules subject to applicable law B

Trade Secret or other Confidential Information Pursuant to section 812 081 Florida Statutes a person who claims that information is a trade secret must take measures to protect such information and to prevent it from becoming generally

available As such ifContr actor submits to the Department or Participant information that Contractor considers to be a trade secret that meets the definition provided in section 812 081 Florida Statutes Contractor shall file a notice oftrade secret with the Department or Participant that puts the Department or Participant on notice that Cordractor has provided trade secret information Furthermore if a Contractor reserves the right to assert that a portion of its documentation is a trade secret Contractor shall either I

provide the Department or Participant with an additional copy of the material that has been redacted to conceal only that information that Contractor claims to be a confidential trade secret meeting the definition of s trade secret as provided in section 812081 Florida Statutes and is clearly identified as having had trade secret information redacted or 4

2

segregate such confidential trade secret information and place it in a sealed separate envelope that is labeled CONFIDENTIAL TRADE SECRETS

Ifa public record request is made for trade secrets or other Confidential lnformation the Department or

Participant will notify the Contractor of such request if Contractor has provided the Department or Participant with

anotice oftrade secret Ifthe Department or Participant receives a public records request related to such rrnateirial

the Contractor shall be solely responsible for taking whatever action it deems appropriate to legally protect its claim of exemption from the public records law Contactor acknowledges that the protection afforded by section 15045 Florida Statutes is incomplete and it is hereby agreed that no right or rernedy for damages arises frbm any disclosure Modifies PUR 1000133 and PUR 1001119

IX Insurance

During the Contract term the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract which at a minimum shall be workers

compensation and employer s liability insurance per Florida statutory limits currently 100 000 per accident 100 000 per person and 500 000 policy aggregate covering all employees engaged in any Contract work commercial general liability coverage on an occurrence basis in the minimum amount of 500 000 defense cost shall be in excess ofthe Nmit of

liability and automobile liability ins recce covering all vehicles owned or otherwise used in the Contract work with

minimum combined limits of 500000 including hired and nbnowned liability or otherwise provide protection

satisfactory to the Department Providing and maintaining adequate insurance coverage is a material obligation ofthe

Contractor and is ofthe essence ofthe Contract The Contract shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor s liability and obligations under the Contract Upon request the Contractor shall

provide its certificate ofinsurance All insurance policies shall be through insurers authorized to write policies in Florida As an alternative to the insurance requirements herein for those risks where self insurance is permitted by applicable law Contractor may through a program of self insurance assume in whole or in part such risks upon written consent ofthe

s contract manager Such consent shall not be unreasonably withheld Department X

Termination

A The Contractor in its sole discretion may terminate the contract at any time by giving twelve 12 months written

notice to the Department The Department in its sole discretion may terminate the contract at any time by giving B All services performed by the Contractor prior to the termination date ofthis Contract shall be professionally serviced to conclusion in accordance with the requirements ofthe Contract Failure to comply with the requirements ofthe Contract may subject the Contractor to a default proceeding in accordance with Rule 60A1 006 F C A C As provided it section 287 058 Florida Statutes the Department may terminate the Contract immediately in the event twelve 12 months written notice to the other party

that the Department requests in writing that the Contractor allowpublic access to all documents papers letters or other material subject to the provisions ofChapter 119 Florida Statutc which are made or received by the Contractor in conjunction withthe Contract and the Contractor refuses to allow such seas However nothing herein is intended to expand the scope or applicability of Chapter 119 Florida Statutes to the Contractor The Contractor shall not be required to disclose to the public any proprietary copyrighted trade secrets or other materials protected by law as pursuant to Section 119 07 Florida Statutes

D Scrutinized Companies The Contract may be terminated at the option ofthe Department ifthe Contractor is found to have submitted a false certification required by s 287 135 F S or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran petroleum Energy Sector List Notice Section 287 135 F S would operate to make businesves ineligible to contract with the State ofFlorida in

specified circumstances Currently the 2012 changes to this section have been oinod by a court of law Ifultimately

upheld by the court the Contractor who is awarded this contract may be required to amend the contractto certify compliance with the law i e that the business is not and will not engage in business operations in Cuba or Syria

E Ifat any time the Contract is csnceled terminated or has expired or a contract is subsequently executed with a fur other than the Contractor the Contractor has the affirmative obligation to assist in tlme smooth transition of Contract services to the subsequent contractor The Contractor agrees to provide for up to six 6 months after termination or until the subsequent provider a fully operational whichever occurs Scat all reasonable termination assistance

requested by the Department to facilitate the orderly transfer ofsuch services to the Department or its designees S termination assistance shall be atno additional charge to the Department or Participant ifthe termination is due to

Contractor default and ifassociated with technology services shall not exceed Contractor s current matmenarim rates

for such services Contractor shall assistin transition of data as provided in Parag aph14 below For avoidance of doubt Department or Participant as applicable shall continue to pay all applicable fees and other amounts due under

the Contract for the extended time period according to section 30 g survival ofemit transition tasks

F The Participant shall notify in writing the Cetntractor and the Department s Contract Manager when the Contractor

fails to adhere to Contract terms and conditions This notice shall state the nature ofthe failure to perform and provide a

time certain for correcting the failure within timeframes specified in Scope ofWork Attachment A The notification Will also provide that should it fail to perform within the time provided the Contractor will be found in default and removed from the Department s approved vendor list Ifthe Contractor defaults in the performance of any cevcnant or

obligation contained in the Contract including without limitation the minimum requirements contained in the Scope of 5

Work or in the event cf way material br

p

of any prey iaitm Oka Contrwthy

CoMactor she Dep Iman rnay in

its soledWm aotireand opportunity w pwide ion aumft4dsnitrather fto emv6sethe moody oftannination Tf the default or broach is not clued within Qiirty 30 days agar writam notice unless otherwise specified in the ScW

ofWotrlc ia giveeto the Cwattatltorssocid gthe 400 oftheaikged default orbrarch dM ehe epsttmalt upon l givmg anitden nodmio the Corrlsaetor have dietlght to to Mbate an Contract ePkctive ss of 0 date ofreceipt iltgduh uoft is of the

St oQwrwM tpocifced in tbd

oflMwL

G After neoapi ofa notice oftermination or p6Q teratirratiort and except as otherwise directed by the Departmem the Cgribactor I j po vnirg satviirea on detp tu d o tlrgadMttpeaitie4 in the rMOM The Contractor shard

acceptaa fuiffiavworlc otnew services related to dres eoted Delitcaablea end shall sc aeon as ptectiabie but in 30 A Cileadar Days aiterte tiogw4bsat thiriy dioa nniess ndorwoo specified e Sc e oaf Wodr tommAate aqy otdr ttrtd orsubeontracts related tolTwiftatj oW Deldvaablba and adtleall oatstattfg liabilities and A claims oriAr gout of such termination of orders subootraactf wilt the oppa eM ttr ratification ofon t raluifed which apptuvsl or rpofidatiott firmlfor the purpow of this section 10 th4 DOMUMd dn a NonA foll6vAng paovittibas tipplyU 6remsdnn For a atiob M spplcible artier a t

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287 stihia pas a rason ofnonpriaaon sbaU tiy inittt4tcs tanpiQa ioa of Servioga I eto The Deperhrtarit shall tcrminste this Coau I inpad is raspect3o sltSavices for 6ich a NonApMop

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A Provided such aiTume is not dteatilt oflire Dcgtactrriatt ar Pettictpaet pt nbt QtitEi ie dte rewoo le cou01 of

oumew thefiollowiks ovmats acts ortanisaions not cm ed withaa the tWe ftaanes required by the Scope of W orla or applicam lttsple the

tstion Pla 4 shall include ba amnot lirnhod to events ofdefaak

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Failttoe w Pay wayand aW entities 16div and Mlfnrrisbirg labor or mamiala or hue to make

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yrep a p txo pgetber ra tieses rsquiped lt oomtertiea tvjds itenein thet FAilwt to aodO teand iorza n zia iui6tat tlletinnafiernes sp actltiegeftelsiiteflgeartiamtar tito i6o eCortut r11

applicable syom uumdlation ongoing pertbtt mct mgnunmce proyMm ofSrrAmr snd 3

Tpe caatrltnnattAf any mafacial bre6ac t of diiaCosttra

the CotrttacWG failiu to tirtie deliver a material

dilivera6ya Ooabtiru att 46k e perforxnxa t f ftvio rettene arork t6t hot been n 4

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within r rgastsnab ttrrre ntbrt erotica tq o ao or ngwt ofthe Gb wt x o iabdArm in the of as ymeat em Knowing mtno oftbe work wiucb is not curedwithin thirty 30 dayxfrommoipt ofttotice from the DgmtaoW eof e fpilRwing cu cozauat ib C3Q days nnlgs mitt e a nt ti tuted er cps cutttstat 9M od dw Cottbutor irroluding its Teak c or trtido to bat 3 A mpcy pt ovides to the Depertmew adtqut to mss reasaaa 1Tracaopiabie to the Dgnwtbnent ofits so atimviitg ability and wiilinpossto T ulfM its obdigatroas under e Contrw

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re OF HgUidatdon rpnizaian Entry ofen order revokitrg the oertifseate of authoritygrantod theContramor byte State aor4terli sing authority

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IU Contractor makes orbas zrtadean intentional material x isreprasentation or omission in any provided to the Aepltt lettt or Participant or fails toxaziitWW tke required insprooce

B Terzriipation byte Contractor K only it the Depattrwt fits tc raythe Conte aw when due undiapute4 charges

ting allow two tnoathe citetgea trader aleCA a and tails to makesuch paymentwitk 30 tata 44ys aftermaving a

notice of oav aytruw hm

Contractor refemcing md Fcssly statics lhiaseotioa ics the Cattrscaots kto tq

tambtate tbcContra4 ifttte prat rave arsa6QM ism paid within saicch 30 day tie period the Camay terminate the Contras as to the de4uleitig Paxticipsrtt as of a daOe rwtice of Oarr utt ott i apecified 9n a aepvsee w to fete Depwune it bt s to dmpro ofCosiii aai 6 oe rejg rtg ft teitruiiatioa at exittisiasitioitarviees to

tovided bythe Contractor liartine avoidance of6onbt this Section Mee the ody in vritakx Mdthe p be only gr4Durds on which dro Contractor has tJte t to terminate the Contrectriorto its expirstim Tno Contrector s

rsribinwon nodoe frill riot bd effwtive Wtlas it retbrarEcds Is C000d sectkxiiertd itut s erWidsly that taheCftmctor

intondo to pursue gtrrrtirtattotr o fttte Contraot if 8tc etsitGreto eparttaad D pq undisputed amnuatt due artd Awing is rrot cured widaih the e Ti s tt rrpplicaltk oureperiod

Dt sbe

Dap

acm orate iel delay ilt plure per to petforsrpieg any of

a resportdbilitiaa under this Contract nrteot be perfomtea by ttte applicable thitxt parOlr will rte ot owning ta

aoastihrO SrOu ds for tenoitta0on ofthe Cor tract Howpvec the Canttaotor may s a ac dday in accordaaae ssdrile with PUR1000 JP4 notice o3aU nos d if aaocsts poedain airitiqueaOtidby the

Depotmeat Ball use eommercirdlyressonable efforts to perform notwithateriding M Departatentf ilure NotwltbsturdmS the foregoer CoritaseW SAMS may tarmirrate the Cvtttracl or sttVCW fla Cot kad fbr a pedod of titre aeo dory 5or the Dq tmwd err Pwbclpppt to mogdiptothei

V BAMS swarm fo any or all Services

provided by Contractor BAMS to the Deportment or Partioipsnt48 drOastive oft notleasthan thirty E30 days notice err 6

such lesser time as required or permitted under the Card Organization Rules or permitted by Applicable Law and Contractor BAMS will send Department or Participant s written notice of the termination upon the occurrencea of any

ofthe following events i violation ofApplicable Law by the Department or Participant it as expressly required by Card Organization Rules ih the Department s or Participant s insolvency in accordance with section I I v iv a Participants failure to maintain chargeback levels lower than excessive chargebacks as defined by the Card Organization Rules v a Participant s failure to pay third party fees or vi fraud intentional torts willful misconduct

including intentional breach ofcontract or gross negligence of or by the Department or Participant or an entity or person for whom the Department or Participant is responsible pursuant to the Master Contract in regards to the s or Participant Department s use ofthese services

Termination under this Section 11 b maybe limited to one or more specified Participants X11 Remedies Liability and Indemnification

A The Contractor s failure to complete work tasks both in an acceptable manner to the Department and on time will result in substantial damage to the Department or Participant however the amount of damages resulting from such failure cannot be calculated with certainty Each such f lure to complete a work task both correctly and on time is hereinafter

referred to as a default Defaults shall be deemed corrected on the data that the work task has been correctly completed For each default the Department may apply financial consequences as a remedy not as a penalty for failure to meet the applicable requirement as set forth in the Scope of Work unless such failure to meet the performance requirements was due to causes not within the ability ofthe Contractor to control avoid or mitigate through reasonable prudent action

B PUR 1000 section 19 is replaced with the following and additionally the following provisions apply i No provision in this Contract shall require the Department or Participants to hold harmless or indemnify the Contractor insure or assume liability for the Contractor s negligence waive the Participants or the Department s sovereign immunity under the laws of Florida or otherwise impose liability on the Department or Participants for which it would not otherwise be

responsible under the Master Contract Scope of Work or Payment Card Organization Rules Except as otherwise provided by law the parties agree to be responsible for their own attorney fees incurred in connection with disputes

arising under the terms ofthis Contract Notwithstanding language to the contrary in any other document governing the

contractual relationship between the parties the Department and Participants are prohibited by Article VII Section 10 of the Florida Constitution from pledging the credit ofthe state and therefore cannot and does not indemnify any person The parties do however aclmowledge that section 215 322 Florida Statutes explicitly authorizes and encourages state agencies the judicial branch and units of local government to accept credit cards charge cards debit cards or electronic finds transfers and mandates the Department to develop or approve a standard contract for the acceptance ofcredit cards charge cards debit cards or electronic funds transfers The parties further acknowledge that in the Payment Card Organization Rules it is standard industry practice for the acceptance ofsuch tansaction nodes to entail certain contingent liabilities which are often labeled as indemnifications Rather than indemnifications despite being labeled as such it is the intent ofthe patties that any such contingent liabilities flowing through this Contract to the State ofFlorida its branches agencies or units are the direct liabilities ofeach signor ofa Participant Agreement to the extent ofthe Participant s use ofthe Services The parties recognize that the implementation ofthis intent may be impacted by judicial decisions or statutory changes The Department shall notify the Contractor of any such decisions or changes as soon as reasonably possible upon the Department s awareness ofthem so that the parties may discuss the implications of such events upon the contractual relationship I

Further the Contractor shall fully indemnify defend and hold harmless the State and Participants from any suits actions damages and costs of every name and description arising from or relating to violation or infringement of a trademark copyright patent trade secret or intellectual property right provided however that the foregoing obligation shall not apply to 1 a Participants misuse or unauthorized modification of Contractor s products 2 a Participants operation or use of Contractor s products in a manner not contemplated by the Contract or the Purchase order or 3 Participant s use of a Contractor provided Deliverable only to the extent ofits hosted Portion of processing transactions through a partially hosted or hosted gateway or software in combination with computer programs processes hardware software data systems or services owned licensed or provided by

s subcontractor or other partner in providing the Services which use is not contemplated by the Contractor Contract or subsequent Change Order If any product is the subject ofan infringement suit or in the Contractor s

opinion is likely to become the subject of such a suit the Contractor may at its sole expemso procure for the Participants the right to continue using the product or to modify it to become non infringing Ifthe Contractor is not reasonably able to modify or otherwise secure the Participants the right to continue using the product the Contractor shall remove the product and refrmd the Participants the amounts paid in excess of a reasonable rental for past use The Participants shell rot be liable for any royalties 2

The Contractor s obligations under the preceding paragraph with respect to army legal action are contingent upon the State or Participants giving the Contractor 1 written notice ofany action or threatened action 2 the opportunity to tdm over and settle or defend any such action at Contractor s sole expense and 3 assistance in

defending the action at Contractor s sole expense The Contractor shall not be liable for any cost expense or compromise incurred or made by the State or Participants in any Iegal action without the Contractor s prior written consent which shall not be unreasonably withheld

C Contactor agrees to protect indemnify defend and hold harmless the Department from and against any and all costs claims demands damages losses and liabilities arising from or in any way related to Contractor s breach ofdata 7

security or the negligent acts or omissions of Contractor related to this subsection provided however that the Contractor shall not indemnify for that portion ofany loss or damages proximately caused by the negligent acts or omissions of a Participant

D

Liability ofthe Parties Each party acknowledges that it is liable to the other subject to the limitations as set forth in paragraph 20 ofPUR1000 as modified herein for claims damages or losses arising from the negligence of its

employees agents and representatives including both actions and failure to act i in accordance with the requirements of this Agreement including the Payment Card Organizations Rules and ii any violation ofany applicable law regulation or order Losses includes but is not limited to reasonable costs assessments fees and fines from the

Payment Card Organizations For avoidance of doubt in the instance of losses arising out of a party s negligence that party will be liable to the other party even if the losses involve the actions of a third party For example should a party fail to secure cardholder data and a third party is able to obtain and misuse such data the patty whose negligence resulted in the wrongfW possession or misuse ofthe data will be liable to the other for losses related to the cardholder data compromise assessments fees and fines from the Card Organizations

E

The provisions ofthe General Contract Conditions ofPUR 1000 section 20 shall apply but for the avoidance of doubt the limitations and exclusions of liability will not apply to exclude or limit the recovery ofany damages required by Rule 60A 1 006 F C or attributable to any ofthe following A I

fraud intentional torts vM W misconduct including intentional breach of contract unlawful conduct or gross negligence ofor by the Contractor or an entity or person for whom the Contractor is responsible subject to a

2

reasonable notice and sue period or the Contractor s cessation or abandonment ofany Services without providing Exit Transition Services

substantially in accordance with the Contract 3

amounts due pursuant to Section 817 5681 F S resulting from a data breach caused by the Contractor The

parties understand that in no event shall Contractor be liable for payment ofactual costs which Contractor has already paid for such data breach Also for avoidance of doubt the maximum dollar amount attributable to direct

damages in section 20 ofPURI000 will be the greater ofA 100 000 or B total cost calculated using the amount offees and charges paid by the Department as to the Master Contract or Participant as to the Participation Agreement minus fees and charges paid by Contractor to necessary third parties such as Card Organizations and which are identified in the Price Schedule and required to be paid to such third parties

The Department s and a Participant s maximum liability for any damages regardless of form of action shall in no event exceed the total cost ofthe Contract to the Contractor for the relevant products or services giving rise to the liability Provided however that the foregoing limitation shall not apply to the following a Baud intentional torts willful misconduct including intentional breach ofcontract unlawful conduct or gross negligence ofor by the Department or Participant or an entity or person for whom the Department or Participant is responsible subject to a reasonable notice and cure period b amounts due resulting from a violation of Applicable Law or Card Organization Rules c amounts due resulting from a data security breach caused by the Department or Participant d the Department s or Participant s liability for chargaback or

e the Department s or Participant s liability for payment of any and all third patty fees as described in the Master Contract Price Schedule

Attachment B

XIII Damages for Service Level Deficiencies

Remedies for Deliverables deficiencies are addressed in the Scope of Work in Attachment A XIV Exit Transition Responsibilities

In the event of an expiration or termination ofthis Service the Contractor shall provide 120 days notice prior to the expiration or termination and provide a specific and detailed technical transition plan to the Department prior to any termination or data return At a minimum the technical transition plan shall include but not be limited to knowledge transfer for any technology support needed by the Department or its designee to continue services In an effort to avoid any financial

loss to the Department the Contractor shall conduct such transition with the same degree ofcare skill prudence and diligence under the circnmstancea then prevailing that a prudent person acting in a litre capacity and familiar with such matters would use

XV State Property Disposition

A Title to all property furnished by the Deportment or Participant under this Contract shall remain with the Department or Participant and the Contractor shall surrender to the Department or Participant all property of the Department or Participant prior to settlement upon completion termination or cancellation The parties shall settle any transfers of

property which may have been required to be furnished to the Department or Participant or which otherwise belongs to the Department or Participant and the Contractor shall provide written oatification to the Department or Participant B

that the Contractor has surrendered all said property Subject to Card Organization Rules and applicable superseding law that mandates otherwise all Deliverables shall

become and remain the Depattarent s property upon receipt and acceptance As between the parties data provided to the Contractor by the Department State Data as defined in Attachment A will be and remain the property of the Department regardless of whetber Contractor or the Department is in possession or control ofthe State Data Tic State

Data and Shared Data will be made available to the Department upon its request in the form and format reasonably 8

requested by the Department Contractor and its representatives will not sell assign lease or otherwise dispose of any State Data to third parties or commercially exploit the State Data other than for the benefit ofthe Department and Participants as authorized by the Contract or Payment Card Organization Rules nor will any employee ofthe Contractor other then those on a strictly need to know basis have access to the State s dada Neither Contractor nor any of its representatives will possess or assert any lien or other right against or to any State Data in any circumstances Participants are not acquiring a copyright patent or other intellectual property right in any Service to the extent that

they are solely wmmercisl off theshelf Products oopyrigbted by the Contractor and licensed to the Participants during the term ofthe Contract such as partially and fully hosted gateways XVI Additions Deletions and Substitutions

In the event services are required to be performed or equipment required to be purchased that are not set out in the Contract but are within the general scope ofthe requirements the Department and the Contractor will negotiate the terms covering

the required services or equipment by adding or deleting any item from the terms of the Contract on a periodic basis as necessary when deemed in the best interest ofthe Department The Contractor or Department will be responsible for

submitting requests on a timely basis with sufficient documentation to allow evaluation ofthe request The Department will

consider changes by the Contractor to contract items provided revisions are in accordance with the conditions and specifications contained in the Contract XVH Contract Modification

This Contract may be amended only by a written agreement between both parties subject to the provisions ofchapter 287

Florida Statutes Ifa particular service or deliverable is inadvertently omitted or not clearly specified but determined to be operationally necessary such service or deliverable will be provided by the Contractor through the contract amendment Process

XVIII Nonexclusive Contract

This Contract is not an exclusive license to provide the services described in the Contract The Department may without limitation and without recourse by the Contractor contfut with other Vendors to provide the same or similar services as specified in Section 215322 F S XVHM

Statutory Notices

The Department shall consider the knowing employment by any contractor of unauthorized aliens a violation of Section

274A e ofthe Immigration and Nationality Act Such violation shall be cause for unilateral cancellation ofthis Contract

An entity or affiliate who has been placed on the public entity crimes list or the Discriminatory Vendor list may not submit a Response on a contract to provide any goods or services to a public entity may not be awarded or perform work as a contractor supplier subcontractor or consultant under a contract with any public entity and may not transact business with any public entity punruaat to limitations under Chapter 287 Florida Statutes

XX Compliance with Federal State and Local Laws

The Contractor as well as its employees subcontractors and agents shall comply with all applicable federal state and local regulations including but not limited to nondiscrimination wages social security worker s compensation licenses and

registration requirements

XXI Background and Employment Eligibility Verification

The Contractor is responsible for payment ofcoats ifany and retaining records relating to employment eligibility

verification which records are exempt from Chapter 114 F S and which verification requires the fallowing A The Contractor must participate in the fedend EVerify Program for Employment Verification under the terms provided

in the Memorandum ofUnderstanding with the federal Department ofHomeland Security governing the program if any new employees are hired to work on this Contract during the term of the Contract The Contractor agrees to

provide to the Department within thirty days ofhiring new employees to work on this Contract documentation of such

enrollment in the form ofa copy ofthe EVerify Edit Company profile acrmn which contains proofofenrollment in the EVerify Program Information on EVoW is available at the following website

httpJwww govfiles dhs gc 1185221678150 progmms shtm

B The Contractor further agrees that it will require each subcontractor that performs work under this Contract to enroll and Participate in the EVerify Program upon hiring new employees during the term ofthis Contract The Contractor shall

obtain from the subcontractor s a copy of the Edit Company Profile screen indicating enrollment in the Verify Program and make such record s available to the Department upon request

C Compliance with the terms ofthis Employment Eligibility Verification provision will be an express condition of the Contract and the Department may treat a failure to comply as a material breach of the Contract

D Background checks Contractor must provide an attestation that a background check bas been or will be conducted on the team members who will work on site at DFS Background checks are to be obtained by the Contractor online from

FDLE at sbft www httP U f I Crimin fius c History In their Implementation Plan the Contractor will explain how

they will assure that their staffwipl meet the standards before the requested staft may work on site under the Contract The Contractor is responsible for payment of and retaining records relating to employee security checks which 9

records are exempt from Chapter 119 F S It is not anticipated that any workers will be required to work onsite Attending meetings with Department or Participant personnel at a Department or Participant facility does not constitute working onsite MM Electronic Accessibility

If applicable Section 508 of the Rehabilitation Act Amendments 29 USC Sec 794 compliance information on the supplies and services in this contract are available on a website indicated by the Respondent in the Response or resulting Contract The Electronic and Information Technology standard can be found at htipJwww gov wction508

XXIII Duty ofContinuing Disclosure ofLegal Proceedings Information Regarding Litigation or Regulatory Action The Contractor shall provide information to the Department regarding any material litigation brought against Contractor which would cause a reasonable party to be concerned about the Contractor s performance or if Contractor is engaged in conduct that would constitute a breach of this Contract or a violation of Florida law regulations or public policy One

method that the Contractor can provide this information is for the Contractor to maim all disclosures required by its regulators including all required disclosures in its Annual Reports on Form 10K and Quarterly Reports on Form 10 Q which are updated in Reports on Form gK all of which are filed with the Securities and Exchange Commission Those Reports include disclosures ofmaterial litigation investigations and other matters as required by federal law and are publicly available Proceeding In the event that any such Proceeding disclosed by the Contractor or ofwhich the Department or a Participant otherwise becomes aware during the term ofthis Cowract would cause a reasonable party to be concerned about the ability ofthe Contactor or a Subcontractor hereunder to continue to perform this Contract in accordance with its terms and conditions or whether the Contractor or a Subcontractor hereunder in

performing Services for the Department or Participant is engaged in conduct which is similar in nature to conduct alleged in such proceeding which conduct would constitute a breach ofthis Contract or a violation of Florida law regulations or

public policy then the Contractor shall be required to provide the Department all reasonable assurances requested by the Department to demonstrate that the Contractor and or its Subcontractors hereunder will be able to continue to perform this Contract in accordance with its two and conditions

XXIV Auditing and Compliance Standards The Contractor must maintain accurate and complete financial records ofits activities and operations relating to this Contract and Participation Agreements complete boobs documents accounting records and other evidence that specifically relate to this Contract in accordance with generally accepted accounting principles The Contractor shall retain such records and shall make available to the Department upon reasonable request during the term ofthis Contract and the Contractor shall retain records relating to the Contract and its performance in accordance with the Payment Card

Organization Rules subject to applicable law In the event any litigation claim or audit is instituted prior to the expiration of the required period such records shall be retained until such litigation claim or audit finding has been resolved Copies of said records shall be furnished to the Department upon request and inspection allowed pursuant to PUR 100018 XXV No Advertising or Endorsements

The Contractor s services to the Department may be generally stated and described in the Contractor s professional resume The Contractor may not give the impression in any event or manner that the Department recommends or endorses the Contractor This clause replaces any and all other agreements regarding publicity Any and all limitations of speech regarding a party are void XXVI Export Control Contractor certifies that by entering into this contract it is and during the term will ensure it remains in compliance with the U S export control laws XXVIL Authorization of Business Third Parties to Access State Data

The Department hereby authorizes the Contractor to provide access to the Department or a Participant s staffhired via staff

augmentation or other contracted service related to the state s performance of its duties under the Contract Business Third Patties to the State Data and the Contractor represents that such access shall be in accord with the following i each Business Third Party shall respond affirmatively to nondisclosure requirements protecting the Department s Confidential Information as set forth in a Nondisclosure Acknowledgment i all Business Third Parties accessing the State Data shall be licensed as named users iii Business Third Parties are ognssly limited to screen access to the State Data iv in no circumstances may Business Third Parties have access to modify State Data v in no circumstances shall Business Third Parties Use the State Data in their operations or management ofthe business ofsuch Business Third Parties and vii such use shall not constitute an unauthorized exportation of any Confidential Information under U S Government laws and regulations

The Department or the applicable Participant will assist the Contractor in resolving software malfunctions by providing the Contractor i temporary remote electronic access to the Department s system within the parameters allowed by the s Project Management Office for the sole purpose of conducting maintenance in accordance with the Contract Department 10

ii information and evidence ofthe mali6netion iii and appropriately qualified personnel available to answer questions and

perform remedial functions

XXVIII Functional Equivalents and Substitutions

The Contractor shall demonstrate comparability including appropriate catalog materials hteratue specifications test data

etc The Department shall determine whether a product is acceptable as as equivalent Minimum qualifications for acceptance of substitutions include i the substitute item shall meet or exceed the applicable requirements and

specifications set forth in this Contract or Scope ofWorlq ins any substitute item shall be compatible with the existing

deliverable at the time the substitute is proposed for use iii the substitute item or service shall have the capacity and

performance characteristics equal to or better than those ofthe item it is to replace iv the substitute item or service shall

offer the same or increased functionality as the item it is to replace and v the substituted item must be approved in advance by the Department

With any commodity offered as an equivalent the Contractor must certify that it has consulted with the manufacturer and can represent it is not scheduled to be discontinued by the manufacturer within the next year and if the manufncttu er does

discontinue the commodity the Contractor shall certify that it will replace such commodity at no cost ib the Department or Participant This is not intended to restrict upgrades contemplated by the Scope ofWork XXVML Contractor Requirements and Responsibilities

Subcontractors may be used However the Contractor will be responsible for meeting the requirements and timeframes

provided regardless ofdelays or non performance caused by a subcontractor Assignment is allowed upon notice to the Department and amendment to substitute the assignee as party to the Contract It is mandatory for the Contractor s assignee to assume full responsibility ofdelivery installation maintenance and support Services and all other provisions of the Contract

XXX Miscellaneous

A

This Contract includes the Master Contract document and all other documents listed in Section 2 of the Master Contract

document which embodies the entire agreement ofthe parties There are no other provisions terms conditions or obligations This Contract supersedes all previous oral or written communications representations or agreements on

this subject In any conflict between this Contract and any referenced or attached addendum the terms and conditions of this Contract shall tales precedence and govern Acceptance of Service or processing of documentation on forms

fiunished by the Contractor for approval or payment shall not constitute acceptance ofthe proposed modification to terms and conditions

B Dispute Resolution any dispute concerning performance ofthe Contract other than card disputes or other dispute processes required by the Payment Card Organization Rules or NACHA regulations shall be subjected to the following process 1

Representatives ofthe Contractor and the Department shall meet as often as the parties reasonably deem necessary to gather and furnish information regarding the issue in dispute which the parties regard as appropriate to resolve the dispute

2 3

The party representatives shall discuss the matter and negotiate in good faith to resolve the matter In the event that an agreed upon resolution is not reached through negotiation the Department s designated

Contract Manager shall make a determination about the matter and reduce the decision to writing and send a copy

to the Contractor at a previously provided address 4

In the event the Contractor is diasatisSed with the Department s decision the Contractor may initiate a formal

alterative dispute resolution mechanism or escalation procedures ifsuch is authorized by the Scope ofWork however no mandatory mediation nor arbitration Is authorized and any provisions to the contrary do not apply to

this Contract and S

Failing success of both the informal and formal dispute resolution processes identified above jurisdiction for any

dispute arising under the terms of the Contract will be in the courts ofthe State of Florida and venue will be in the

Second Judicial Circuit in and for Leon County Except as otherwise provided by law the parties agree to be

responsible for their own attorney fees incurred in connection with disputes arising under the terms ofthis Contract

Disputes regarding card disputes or other dispute processes required by the Payment Card Organization Rules or NACHA regulations will be more particularly identified in the Department s Implementation Plan C The laws and rules ofthe State ofFlorida and the U S Federal Law govern this Contract

D The Contractor agrees that no funds received by it under this Contract will be expended for the purpose oflobbying the Legislature or a State Agency pursuant to section 216347 Florida Statutes except that pursuant to the requirements of section 287 6 Florida Statutes during the term of any executed contract between the Contractor and the 058

Department the Contactor may lobby the executive or legislative branch concerning the scope of services performance term or compensation regarding that contact E

the Contractor is an independent contractor and is not an employee or agent ofthe Department or Participant

F All contracted services entailing access to the Departrnent s secure information or facilities are to be performed solely by the Contractor and may not be subcontracted or assigned without the prior written consent oftho Department The

Department may refuse access to or require replacement ofany Contractor employee subcontractor or agent for cause including but not limited to technical or training qualifications quality ofwork change in security status or non 11

compliance with a Department policy or other requirement Such action shall not relieve Contractor of its obligation to perform all work in compliance with the Contract The Department may reject and bar from any facility for cause any of Contractor s employees subcontractors or agents This paragraph does not apply to the Contractor s general use of

subcontractors who are not given access to the Depertmetrt s secure information or facilities nor does it apply to the attendance ofmeetings by contractors employees agents or subcontractors within the Department s secure facilities unless the basis of the Department s denial of access is based on safety or security considerations

G

The respective obligations ofthe parties which by their nature would continue beyond the termination or expiration of this Contract including without limitation the obligations regarding exit transition processing and settlement of card

transactions confidentiality proprietary interests data security obligations data access and limitations of liability shall survive termination cancellation or expiration of this Contract H I

If a court of competent jurisdiction deems any term or condition herein void or unenforceable the other provisions are severable to that void provision and shall remain in full force and effect During the tern ofthis Contract Contractor shall not knowingly employ subcontract with or subgrant to any person including any non governmental entity in which sad person has any employment or other material interest as defined in Section 112 312 I5 Florida Statutes who is employed by the State or who has participated in the performance or

J

procurement of this Contract except as provided in Section 112 3185 Florida Statutes No unilateral acts by the Contractor are authorized and all tasks asserted to be in the Contractor s discretion are applicable only ifthe acts are authorized by the Master Contract or Scope of Work and will be only upon prior notice to the Department There is no deemed acceptance of Deliverables All Deliverables must be received and accepted in writing by the Contract Manager before payment No Contractor documentation that is referenced but not attached to the Contract will apply unless agreed to in the final Master Contract or a final Participation Agreement Notwithstanding any provisions to the contrary no click wrap Software License shall be effective upon downloading unless and until the Department has reviewed it and agreed to its terms in advance of download Contractor shall provide all information that the Department or Participants cannot easily obtain I order to make its determination

X CKI Execution in Counterparts Authority to Sign This Contract may be executed in counterparts each of which shall be an original and all of which shall constitute the same

instrument Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract XXXII Contract Administration

A

The Department Contract Manager is Andrea Hoffman Division of Treasury located at 1801 Hermitage Boulevard telephone number 850413 2752 email address Andrea com HoffmanQmyfloridscfo

B

The Contractor Contract Managers are 1

For Bank of America Kristin Harrison Senior Vice President Senior Treasury Solutions Officer Bank of America Merrill Lynch Bank of America N A located at 315 South Calhoun Street 2nd Floor FL8260M5 Tallahassee FL 32301 telephone number 850 5615911 email address kriWn com haMK2QWUd For Bank of America Merchant Services Michelle Whalen CCM Certified Cash Manager Relationship

2

Manager Corporate and Commercial Services Healthcare 8c Institutions and Public Sector Markets Bank of

America Merchant Services located at 9219 Bimini Drive Bradenton FL 34210 telephone number 941 8 8881 email address michelle com whalen@bankofamerlcamerchant

C

All written and verbal approvals referenced in this Contract must be obtained from the parties Contract Managers designated in this Section or designees Notices required to be in writing must be delivered or sect to the intended recipient by hand delivery certified mail or rec cipted courier and shall be deemed received on the date received or the date ofthe certification or receipt

IN WITNESS WHEREOF the parties by their duly authorized representatives have executed this Contract Financial Services

Florida

Division Chief F

o

dal

r

1

Bank of America N A err ve s

Contractor R

Signature

Signature

Title

Title

Date

Zi

D

O

Vice P

8d f

Date

Banc ofAmerica Merchant Services LLC

Contractor Repress tativ Signature Title

P

Date

12

INSERT DOCUMETS IN TXE FOLLOWING ORDER Attachment A

Scope of Work

Attachment B

Price Schedule

Attachment C

Service Agreements

1

Current Terms and Conditions RPO PCG AND ACH for State of Florida used by Participants noinil RPO or

PCG 2

Master Services Agreement MSA

3 4

Account Updater Addendum to the MSA

S

TransArmor Addendum to the MSA

6

Data File Manager Addendum to the MSA

7

Dynamic Currency Conversion Addendum to the MSA

Book ofAmerica Merchant Services Operating Procedures Guide ifMSA is used

L

MobilePay Addendum to the MSA

9

PayPoint Addendum to the MSA

10 eCheek guarantee services under a TcleCheck Agreement Telechak agreement is fully contained in the Telecheck Agreement Attachment D Participation Agreement Attachment E PUR Foram 1000 and 1001

Attachment F Volumes Equipment and ePayment Solutions

13

ATTACHMENT D

PARTICIPATION AGREEMENT BETWEEN

and

Participation Agreement is entered into between Participant as defined in the Scope of Work Contractoel and Attachment A to the Master Contract with the Department of Financial Services The Master This

Contract together with the Merchant Services terms and conditions and other attachments and incorporated documents are collectively referred to herein as the Master Contract Signatures on incorporated documents do not serve to negate the prevailing provisions of the Master Contract

I

PARTICIPATION TERMS AND CONDITIONS

A

All defined terms in the Master Contract apply to this Participation Agreement

B

By signing this Participation Agreement the Participant and the Contractor agree to be bound by the terms of this Participation Agreement and the Master Contract in the performance of their obligations By signing below Participant represents that a copy of the Master Contract has been provided or made available to it

C

If Participant is an Agency Participant Participant hereby authorizes Contractor to share any and all information related to the Master Contract excluding personally identifiable information of a cardholder it has or obtains pursuant to this Participation Agreement and the Master Contract with representatives of the State of Florida and the specific

Agency of the State of Florida to which it reports If a Participant is a Local Government Participant Participant hereby authorizes Contractor to share with the Department information that is required in the Dashboard under the Master Contract excluding personally identifiable information of a cardholder D

The parties shall retain copies according to their retention schedules under applicable law

E

Participants who elect specialized services that are subject to additional agreement terms offered as optional services under the Master Contract are subject to those terms however additional agreement terms do not serve to negate the prevailing provisions of the Master Contract

H

MERCHANT SERVICES TERMS AND CONDITIONS

Participant will provide Contractor with updated business and financial information concerning Participant including evidence of required licenses and other information and documents Contractor may reasonably request from time to time All material marked

Confidential that Contractor receives from Participant will be used only by Contractor or Card

Organizations or other third parties necessary to perform services under this Participation Agreement or related services and reporting At any reasonable time Contractor or any Card Organization may audit Participant s records relating to this Participation Agreement Florida law as applied to agreements made without reference to conflict of law provisions governs the Master Contract and this Participation Agreement III A

FEES TO BE PAID TO CONTRACTOR

The Participant agrees to pay the Contractor all fees and charges in Attachment B of the Master Contract

B

Such fees and charges will be billed monthly to the Agency and Local Government Participants via an invoice process unless a Local Government Participant elects to have the Contractor debit their Settlement Account

IV EFFECTIVE DATE AND TERMINATION A

This Participation Agreement will become effective on the date it is signed by all parties

B

Unless earlier terminated by one of the parties this Participation Agreement remains in full force and effect until the earlier of i termination of the Master Contract or ii any date

provided here expiration or termination of the Master Contract C

not to exceed the

In the absence of a default by the other party either party may terminate this Participation Agreement at any time by giving the other party ninety 90 days prior written notice

Either party may terminate this Participation Agreement after a default by the other party as provided in the Master Contract D

In the event of non payment of fees because of insufficient funds in the Settlement

Account or non payment of an invoice for forty 40 days or more Contractor may cease processing following 10 days notice from Contractor according to the Master Contract If Participant is an Agency Participant payment shall be pursuant to section 215 422 F S If

Participant is a Local Government Participant payment shall be pursuant to legal requirements applicable to

a

Local Goverment Participant

V A

NOTICES

Any notice required or permitted to be given under this Participation Agreement or the Master Contract from one party to the other will be in writing and will be given and deemed to have been given when actually received if hand delivered delivered by

telephonic facsimile transmission equipment and confirmed by telephone with and original mailed or hand delivered thereafter or mailed by certified or registered mail with postage prepaid to the party or their successor at the address specified as follows 1

Participant

2

Contractor

3

Routine notices given by Contractor to Participant such as transaction details changes in terms required by systems updates or Payment Card Organization changes and any reasonable notice required by the Contractor s services

agreement or addenda schedules and attachments may be delivered by electronic mail to the address provided by Participant above B

Either party may change the address to which notices are to be delivered by giving to the other party not less than ten 10 Business Days prior written notice thereof VI ELECTION OF OPTIONAL SERVICES

Participant hereby elects to receive the following optional services pursuant to the terms and conditions contained in the various service addenda which are incorporated by reference in the Master Contract and attached thereto The terms and conditions contained in a particular addenda

shall not apply to Participant unless and until Participant elects by indicating herein or by future written election signed by the parties to utilize such optional service Account Updater Data File Manager

Dynamic Currency Conversion MobilePay PayPoint TransArmor

VIL A

MISCELLANEOUS PROVISIONS

This Participation Agreement incorporating the terms of the Master Contract contains the entire

understanding

of the

parties

and

supersedes

any and all

previous discussions

proposals or agreements if any between the parties with respect to the subject matter hereof

B

This Participation Agreement may not be amended except by an instrument in writing signed by an authorized representative of each of the parties

C

Limitation of liability shall be according to PUR 100020 as modified in the Master Contract

D

This Participation Agreement is binding on the parties and their successors and assigns

s Participant Name Select One

Agency Participant

i

By Printed Name Title Date

s Name Contractor

By Printed Name Title

Date

s Name Contractor

By Printed Name Title Date

Local Government Participant

ATTACHMENT A SCOPE OF WORK

SECTION ONE 1

DEFINITIONS AND ACRONYMS

Definitions 1

Agency means any official officer commission board authority council committee or department ofthe executive branch of State goverment Also includes but is not limited to state attorneys Public Defenders the Capital Collateral Regional Counsels the Justice Administrative Commission the Florida Housing Finance Corporation the Florida Public Service Commission and the Judicial Branch

2

Agency Participant means any official officer commission board authority council committee or department of the executive branch of State government Also includes but is not limited to State Attorneys Public Defenders the Capital Collateral Regional counsel the Justice Administrative Commission the Florida Housing Finance Corporation the Florida Public Service Commission and the

3

Judicial Branch This definition includes any participant or contract participant except for Local Goverment participants Application means a shorter form of application program An application program is a program designed to perform a specific function directly for the user or in some cases for another application program Applications use the services of the computer s operating system and other supporting applications The formal

requests and means of communicating with other programs that an application program uses is called the application program interface API 4

5

6

Business Days means Monday through Friday inclusive except for holidays declared and observed by the State or federal government Business Hours means 8 AM to 5 PM on all business day

Calendar Days means all days including weekends and holidays except that if the last day counted falls on a weekend or holiday the due date shall be the next business day thereafter

7 8

Charge Card means a card issued to customers by a store bank or other organization used to charge purchases to an account for later payment Confidential Information means documents and electronic information that is

confidential or exempt under section s 119 07 1 Florida Statutes F S Article I Section 24 of the Florida Constitution or preempting federal law 9

Contract unless indicated otherwise means the contract awarded to Contractor under DFS ITN 11 1217

10

Contract Manager means for the Department and Participant Contract Managers further defined below the person who will verify completeness and

quality of activities and tools and provide validation that the resulting work products support the business objectives and goals of the Department For the

s Contract Manager means the person who is the primary contact or Contractor the Department and Participant Contract Managers

1

11

Contractor unless indicated otherwise means a business entity to which a

Contract has been awarded by the Department This may also be referred to as 12

Provider or Vendor Terms may be used interchangeably Credit Card means a card having a magnetic strip issued by a bank or business

authorizing the holder to buy goods or services on credit 13 14

Customer means person or entity that is making a payment for a fee for goods services and information Dashboard means a method created to pull together information to support

managers at any level in an organization and provide the quick overview that decision makers need to monitor the health and opportunities of the business

These can be in electronic format either webbased or other report format The Dashboard must include the data in the reports that are required at both the Participant level and the consolidated statewide level on the attached list including at least the following a

Strategic information focuses on high level measures of performance and forecasts if applicable and provides static snapshots of payment card and ACH

transaction data daily weekly monthly and quarterly etc that are not constantly changing or monitored b Analytical information includes more

context comparisons and history over periods to be set in the Department s Implementation Plan along with the payment card and ACH transaction data such as drilling down into the underlying details and system availability

The final elements of each will be developed in the Department s Implementation

PIan 15

A Dashboard Schedule will be provided by the Department Contract Manager

Day means business day defined as the Department s normal working hours

unless otherwise described 16

Debit Card means a card having a magnetic strip authorizing the holder to buy

goods services and information used in cash transactions but which is not a Credit Card

17

Deliverable means all results items and or materials representing goods and Services provided prepared and delivered or to be delivered to the Department or

a Participant in the course ofperformance under this Contract ofthe Services by

18

19

the Contractor Deliverables shall be more specifically described in definable verifiable detail in the Scope of Work and Participant Implementation Plans

Department means the Department of Financial Services DFS or Chief

Financial Officer CFO except where the Department is in the role ofParticipant Department Contract Manager means The Contract Manager for Treasury s ePayment Services who will verify completeness and quality ofactivities and tools and provide validation that the resulting work products support the business objectives and goals ofthe Department Further the Contract Manager is to provide oversight to the project management processes as well as quality Terms may be used interchangeably

assurance ofthe deliverables and work products produced at various stages ofthe

project

2

20

s Implementation Plan means the Department Department s plan developed by the Department and the Vendor used to manage the Contract by providing the structure to monitor the elements and deliverables with the Vendor and

Participants 21

22

eCheck or ACH a means of making an electronic payment over the internet using a checking or savings account as the monetary funding vehicle ePayment means a payment made over the intern Telephone or at the Point of Sale using a Debit Card Credit Card Charge Card ACH electronic check or EFT

23

ePayment Collection Solution means processing options providing for the collection of electronic payments over the Internet Options include i Gateway A solution for Participants that collect all enduser and payment information on their website and pass payment details to the Vendor for payment processing authorization and settlement All enduser and

payment information is collected and stored on the Participant s site ii Partially Hosted Gateway A solution for Participants that want to collect enduser information on their site then pass the enduser to the Vendor s

site for payment checkout Additional features allow a participant to choose from a onetime pay or an enrolled payment feature All payment information is collected and stored on the Vendor s site with payment details remitted back to the Participant s business system

iii Fully Hosted Gateway A solution fully developed for the Participant and hosted by the Vendor redirecting the enduser via a URL from the

s Internet site to the Vendor Participant s site Enduser and payment details are collected processed and stored on the Vendor s site 24

Enterprise ePayment Collection Solution means a Vendor s solution that

permits each individual Agency ParticipantLevel ePayment projectlapplication to collect and store business process details while communicating with the s business system through standardized transmissions sending and Participant receiving Agency data fields and or payment details 25

Local Government Participant means a unit of local government including a

municipality special district or board of county commissioners or other

governing body ofa county a consolidated or metropolitan government and any

clerk ofthe circuit court sheriff property appraiser tax collector or supervisor of elections 26 27

Merchant used in the context of this solicitation and contract means any

Participant set up to accept card brand payments

Participant Contract Manager means The Contract Manager for Participants

ePayment Services who will verify completeness and quality of activities and

tools and provide validation that the resulting work products support the business objectives and goals ofthe Department Further the Contract Manager is to provide oversight to the project management processes as well as quality

assurance of the deliverables and work products produced at various stages of the

project

3

28

Participant or Contract Participant means any State Agency Judicial Branch or Local Government that signs an agreement to participate in the ePayment contract The Participant is also known as the Merchant

29 30

Participant Implementation Plan means the plan used to gather the s requirements for the ParticipantLevel project during implementation

ParticipantLevel means the lowest level unit or section within an Agency

Participants Bureau or Division having unique business needs to transact 31

electronic payment business and keep data uniquely segregated Participation Agreement means a merchant level agreement that makes the Participant a party to the ePayment contract

32

Payment Card means a Credit Card Charge Card or Debit Card that is

accepted by Agency Particiapants and Local Government Participants for the

payment for goods services and or information 33

Payment Card OrganizationRules means payment card policiestrules requiring

user compliance Merchant 34

State means the State of Florida

35

State Data means any data or information ofor concerting the State Department or Participants that is provided to or obtained by the Contractor or Contractor personnel in connection with the negotiation and execution of the Contract or the performance ofthe Contractor s obligations under the Contract

including any such data and information that either i is collected or processed by

Contractor personnel in the performance ofthe Contractor s obligations under the Contract including data processing input and output performance measurements asset information reports third party service and product Contracts and the

Contractor charges to the Participants or ii resides in or is accessed through s the Participant s operating environment or the Contractor s Service delivery infrastructure as well as any data and information derived from the foregoing This may also be referred to Data as

36

Terms may be used interchangeably

Shared Data means any data or information of or concerning the State or the Department that either is created or generated by Contractor personnel in the

performance ofthe Contractor s obligations under the Contract including third

party service and product contracts in accordance with payment Card 37

2 1

Organization Rules or other applicable requirements

Vendor unless indicated otherwise means a business entity to which a Contract has been awarded by the Department This may also be referred to as Provider or Contractor Terms may be used interchangeably

Acronyms 1 2

ACH Automated Clearing House AOC Attestation of Compliance

3

DOR Florida Department of Revenue

4

DOT Florida Department of Transportation

5 6 7

8

DSS Data Security Standards EFT Electronic Funds Transfer eCheek Electronic Check

ePayment Electronic Payments 4

9 10 11

12 13 14 15

0 A F

Florida Administrative Code F Florida Statutes S FTP File Transfer Protocol

HTTPS Hypertext Transfer Protocol Secure IPSec Internet Protocol Security IVR Interactive Voice Response NACHA National Automated Clearing House Association

16

NSF Non Sufficient Funds

17

PCP Payment Card Industry

18

POS Point of Sale

19

SOAP Simple Object Access Protocol

20

S SAE Standards for Attestation Engagements Statement

21

SSL Secure Sockets Layer

22

SSH Secure Shell

23

24

TLS Transport Layer Security VPN Virtual Private Network

SECTION 2 SCOPE OF WORK 1 2

ePayment Collection Solution and Design 1

The Vendor must transition or provide for the implementation of current

Participants Agency Participants and Local Government Participants into the new contract providing services and ongoing support for any Participant desiring

to use this contract 2

The Vendor must provide Agency Participants and Local Government Participants with ePayment services for ePayment Collection Solutions POS operations and Merchant services This shall include a suite of electronic

payment options that permit consumers and businesses to conveniently and easily pay for goods and services via the internet by phone or at the point of sale using a 3

Credit Card Debit Card Charge Card or checking savings account For Agency Participants the Vendor shall provide a webbased Enterprise ePayment Collection Solution option The enterprise solution should standardize transitioned and new ePayment implementations Within the fast 12 months of

the Contract the Contractor will survey Agency Participants under the previous contract and provide the Department a proposed enterprise solution option that enables each Agency at its individual ParticipantLevel to collect and store

business process data while communicating with and updating th Participant s business system through standardized transmissions As the solution must be

capable ofcapturing all the requirements specified in this Scope of Work the solution must detail any functional equivalents being offered in place of

requirements that cannot be provided in the manner described within this Scope of Work 4

The Vendor shall provide additional ePayment Collection Solution options if it is

determined by the Department that an Agency Participant is unable to transition to an enterprise solution

5

5

The Vendor shall work independently with Local Government Participants in selecting the best ePayment services provided in this contract to meet their

business needs 6

The Vendor will facilitate the following business processes for the Department of

Revenue

a

The Department of Revenue DOR receives approximately 38 billion

dollars in total tax revenue annually for 57 tax revenue sources The DOR

offers an array of options for its customers to pay including the Internet an WR gateways IRS Modernized aFile Program and through

commercial software vendors and transmitters The Vendor must provide a solution s chosen by the Participant to include the following solution specific requirements i

Creating a single end of day file per solution containing all transactions ACH and debit credit card received via all options utilized by the DOR

ii

Providing the DOR with a copy of the NACHA formatted file sent daily to the ACH network

iii

iv V

vi

Accepting and initiating widely used standard entry class codes

SEC such as CCD PPD TEL WEB Accepting and initiating a zero dollar transaction with remittance data not a prenotification

Accepting transactions from bank accounts stored in the negative database Providing the DOR and its customers the ability to cancel a

previously scheduled payment vii

viii

Providing the DOR and its customers the ability to inquire about a previously scheduled payment via an API request and response Accepting data file containing usercustomer information which

may be used for account validation on fully hosted payment solutions and ix

In addition the DOR contracts with a third party vendor who hosts

many ofthe DOR s payment applications This third party vendor collects payment transactions throughout the day and sends batch files containing ACH instructions as well as pertinent customer information Vendor requirements specific to this process are as follows 1

Receiving multiple batch files at the end of each business

day On a peak day 1 2 times per month a file may

contain 35 40 thousand individual transactions Each file contains multiple batches Each batch contains transactions 2

expected for a specific effective date scheduled Completing acceptance oftransactions received via batch

files prior to beginning the end ofday process to capture any transactions that have effective dates for the next day

Batch files are sent from 5pm ET to 8pm ET

6

3

Sending an acknowledgment for each batch file Each acknowledgment must contain the number of accepted transactions total dollar amount of accepted transactions and list any rejected transactions individually with the

4

Accommodating DOR s holiday schedule for processing transactions which may differ from the holiday schedule

reason for rejection

observed by the Federal Reserve 5

b

Converting effective dates in batch files to applicable processing dates to ensure transactions are sent through the ACH network to accommodate expected effective dates

The Department of Revenue is currently procuring services to develop a One Stop Business Registration portal to make it easier to start create a business in Florida The portal s design may be expected to utilize the

services identified in this Contract to interface with the State of Revenue s payment application 7

The Vendor must provide an ePayment Collection Solution for the Department of Transportation Florida Turnpike Enterprise SunPass to collect tolls electronically from SunPass and TOLLBYPLATE customers SunPass readers recognize vehicles equipped with a transponder and deduct the correct toll amount

from the customer s prepaid account SunPass has several electronic payment methods to replenish its customer s accounts and settle TOLLBYPLATE billing documents SunPass currently utilizes proprietary roadside vehicle detection technology to classify and toll vehicles inhouse developed back office and customer account management systems to maintain accounts and contracts in

house staff to develop and support these technologies

In addition to accepting most major credit cards online and over the phone SunPass has partnered with several electronic payment partners to provide convenient cash payment services to customers through proprietary payment kiosks retail cash registers and other payment acceptance channels SunPass does not accept ACH but reserves the right to accept ACH

SunPass is a Level 1 merchant As such all SunPass systems networks processes and organizations are required to achieve and maintain compliance to the PCI DSS SunPass software technical architecture employs a service based model using Simple Object Access Protocol SOAP based secure web services

thus any integration ofprovided solutions must use this integration strategy SunPass uses the Protobase distributed payment gateway solution to manage credit card authorizations and settlements This system is tightly coupled to the customer account management systems however the current payment gateway

uses standardized APIs Application Programming Interface allowing sunpass to change payment processors at any time S

Each Vendor s ePayment Collection Solution system must meet a 99 7 percent system availability during the initial year of the Contract and thereafter a 99 9 7

percent system availability measure over a six month period excluding scheduled down time subject to the force majeure provisions and provide a report to the

Department that documents their system availability measure monthly in the

Dashboard within thirty 30 days after the end of each month 2

Next Generation Solutions

The Department will have the option ofincorporating next generation ePaymcnt

Collection Solutions or options and the related costs will be added to the contract as they

become available in the ePayment industry 3 2

Electronic Payment Processing Types

The Vendor shall provide the following electronic payment processing types 1 Internet Provide a full selection of electronic payment vehicles using PCI DSS certified gateway providers to complete intemet payment transactions for the

acceptance of Payment Card and ACH transactions Payment card types include Discover MasterCard VISA and American Express and other mutually agreed 2

upon payment card brands during the term of this Contract

Replenishment services SunPass application system generates a recurring credit card transaction when the customer s account balance falls below the expected minimum balance The Vendor must be capable ofauthorizing and settling recurring credit card transactions for the purpose of replenishment when the

3

Department ofTransportation Florida s Turnpike Enterprise SunPass application system or other Participant desiring this service sends the payment request

Point of Sale Provide a method to accept and process POS transactions Provide either

through purchase or leasetrental agreements PCI approved POS equipment and

supporting software Provide initial equipment and supplies within five 5 to seven 7

4

business days ofcompleted request and replacement equipment and supplies within three 3 business days ofrequest subject to capacityinventory availability Interactive Voice Response IVR Provide a tollfree IVR solution with touch

tone recognition options at a minimum and if available speech recognition

options operating twentyfour 24 hours a day seven 7 days a week capable of

interfacing with a Participant s business system and available in additional

languages other than English but at a minimum Spanish The Department reserves the right to add agreed upon additional languages during the term ofthis contract The IVR solution must have the ability to transfer customers to a

s Participant customer support call center and or a Vendor s customer support service representative Monday

Friday 8 00 a m to 5 00 p m ET Associated

IVR fees are identified in the Price Schedule 4 2

Electronic Payment Transaction Types

The Vendor shall provide the following electronic payment transaction types I Debit and Credit Cards The Vendor must consistent with this Contract accept and process all Credit and or Debit Cards with the appropriate American Express Discover MasterCard

and VISA logos and other mutually agreed upon payment card brands during the

term of this Contract

8

2 3

Charge Cards The Vendor will accept and process agreed upon charge cards Electronic Check ACH Payments The Vendor must provide for the acceptance of electronic checks The solution if

selected by the Participant shall assist in reducing the number of returns prohibit an end user from making a payment with a bank account that has exceeded a

predetermined limit of NSFs except as stated in a Participant s Implementation Plan and check for duplicate payments by verifying the check number payment date and account number 4

The Vendor will provide a solution if selected by the Participant to support Internet eCheck guarantee services within twelve 12 months after contract

effective date or its functional equivalent that will allow Participants to reduce the number of webbased eCheck returns 5 2

Other Electronic Payments

Additional electronic payment processing and transaction types or methods may be added to this contract and cost related to additional electronic payment types or method will be added as they become available in the industry 6 2

Payment Card and Electronic Check Processing Authorization and Settlement 1 The Vendor will process authorize and settle all payment card brands and ACH

transactions agreed upon in the applicable Participant s Implementation Plan based on the requirements in Section 2 8 These transactions will be processed 1 via the Internet and at the Point of Sale Transaction processing and authorization costs are included in the Price Schedule

a

All proceeds of credit cards charge cards debit cards and electronic

checks settlement shall be delivered to the designated state bank account in accordance with 69C4 004 Florida Administrative Code Note

b

c

Transactions under the optional service Dynamic Currency Conversion are estimated for deposit at transaction initiation date plus four business days as determined by the Associations and Treasury Service provider to move and convert foreign currencies The Dynamic Currency Conversion services may be utilized upon amendment to Chapter 69C4 004 Florida Administrative Code to permit the fourday timeframe All Payment Card interchange fees dues assessments or other applicable pass through charges required by the Payment Card Organizations must be charged to the applicable Participant rather than the Department All ACH funds must be settled on the effective date into Participants

designated bank accounts at a Qualified Public Depository as per Chapter

280 F S For the purpose of ACH transactions under this Contract the effective date is the settlement date 2

The Vendor must capture authorization codes and or authorization numbers for credit card transactions processed The authorization codes and or numbers must

remain a part ofthe transactions and be provided electronically to the s business application Participant 3

The Vendor must assign and or accept a unique Participant defined number to be included in a field identified by the Vendor on the settlement transaction record 9

allowing for transaction identification and traceability e g Merchant ID project

name as provided by product design 4

The Vendor is to have the capacity and resources availability to absorb the state s sizing requirements into its solutions and to scale up to meet the state s needs during the contract term referred to as performance and scalability Thus the s performance and scalability must exceed 150 Vendor 000 Payment Card transactions per day upon initial Contract implementation go live and the volume of other transactions e g

as

indicated in Attachment F

Volumes Equipment

and ePayment Solutions and allow for an increase in size scope and complexity

to meet a yearly estimate of a 2 increase in the number oftransactions during

the term of the Contract 5

The Vendor must provide and support the following Payment Card authorization settlement and fraud prevention methods Card verification values Address verification Account updater

a b c d

Configurable limit fields allowing Merchant to set upper and lower charge

amounts

e

Automatic detection and avoidance of duplicate authorizations refunds and settlements

f g

Refunds verified against original authorization

Automatic detection ofhighrisk activity automatic detection ofhighrisk activity means identifying suspicious transaction activity by using automated screening tools and decision systems to evaluate the risk of

incoming payment card transactions and improve the accuracy of accept decline decisions employing skilled fraud analysts who will manually

review and dispose of high risk cases h i b

Merchant Services support for answering fraudulent inquiries and

Automated settlement notification

The Vendor must provide multiple cut offtimes to accommodate Participantlevel hatching and settlement requirements as agreed to in the Participant s Implementation Plan

7 8

The Vendor must provide a solution which allows single Payment Card batch settlement processing for batch sizes greater than 99 999 transactions

Participants submit Payment Card or ACH batches containing high volumes of transactions that may overlap settlement cutofftimes Vendor must be capable ofassisting with extending processing network hours to complete settlements and provide solutions to eliminate split batches as agreed upon in the Participant s Implementation Plan Participants submit filestbatches containing high volumes ofPayment Card or ACH transactions that update backend databases that may extend beyond the vendor s cut offtimes The Vendor must be capable ofassisting in adjusting the processing network hours within product dictated timeframes when these files are in process to insure completion and provide solutions to eliminate split batches as mutually agreed upon in the Participant s

Implementation Plan

10

7 2

Payment Card Settlement Reconciliation I

The Vendor must provide the Department a daily settlement reconciliation file

specific to merchant processing activity by 9 00 am ET but no later than 5 00 pm 2

ET containing details for all Agency Participants settlement activity There will be no costs to the Department for the daily settlement reconciliation file If a Participant has a need for a separate file for its own business process needs a separate daily settlement file shall be provided containing only the Participant s settlement details If a Participant other than the Department request a daily settlement reconciliation file then each Participant will be responsible for its transmission costs set up monthly fees etc which are provided in the contract Price Schedule The Department will not incur any costs for the transmission of the Agency Participant files

8 2

Payment Card Chargebacks Refunds and Adjustments and eCheek ACH Returns

The Vendor must adhere to all chargeback rules and regulations published by applicable payment card brands utilized by the Department 1 2

Transaction refunds chargebacks and or adjustments processed for Participants must be debited or credited from to Participants designated bank account s The Vendor must support the chargeback process from the time the Vendor is first notified through final resolution at which tine the item is successfully resolved or the item is charged back to the Participant Any chargeback fees and associated research fees will be included in the Price Schedule

3

4

The Vendor must provide a webbased chargeback tracking resolution tool or

process available to the Participant that includes but is not limited to viewing chargeback details reports and ability to respond and resolve inquiries The Vendor must support the tracking and resolution of misapplied customer refunds and adjustments

5

6 9 2

The Vendor must offer a solution which allows for realtime purchase alerts for past

NSF returned check activity and duplicate payments on electronic check payments The Vendor must provide online transaction access to returned electronic check ACH information as provided by product design

Reporting and Query Requirements 1

Reporting and query capabilities are required for ePayment Collection Solutions Point of Sale operations and Merchant services The Vendor s solution must

deliver robust reporting and query tools for the Department and Participants The

2

reporting and query tools must exhibit flexibility permitting the Department and the Participants to select from a full array of delivered and ad hoc reports that can be tailored to fit their individual needs as provided by product design ProductSpecific Reports and Queries a

Must be accessible electronically through the Internet and downloadable

in a variety offonnats at least CSV text pdf and Excel through the Participant web browser or securely interfaced into the Participant s s business system and contain sufficient detail to reconcile payments

11

b

Must have user defined reporting and query capabilities available in a

detailed hierarchical structure at the Department State Participant Division and Project Application level to include Merchant multiple Merchants terminal IDs and type of electronic payment c

d

Must provide ad hoc query capability with the option to save a report for future use and be available by specific date ranges daily weekly monthly quarterly annually and contain selected data fields Must provide five 5 custom non delivered reports that include data

elements utilized in the solution chosen by the Department and applicable

card organization data elements These five reports are chosen at the discretion ofthe Department and at no charge Pricing for additional

custom reports above the five 5 requested herein are included in the Price Schedule e

Must provide the ability to restrict access to electronic reporting and inquiry through administrative rights password protection or other restrictions required by Participant

f

Must provide transaction details for chargebacks refunds adjustments and statuses

g

Must provide online access to detailed and summarized transaction data for 13 months

h

Must be capable ofrolling up the transaction volumes amounts returns etc to designated hierarchical levels by card type for location and payment types

i

Must be capable ofquerying and drilling down in realtime from summary reports to the details of the report

j

Must provide realtime web reporting of transactions from authorization through payment and reconciliation

k

Must provide semi annual analyses and comparisons of the following i Payment card interchange categories e g Public Sector Emerging ii

Market CPS Retail 2 etc analyses for each Participant

Comparison and trends ofprevious interchange rates as compared

to new rates

I

Must provide a Dashboard to the Department with all requirements included for the reporting period as identified in the Department s Dashboard Schedule to be finalized in the Department s Implementation Plan This can be in electronic format either webbased or other report format

m

Must provide a secure website access to or otherwise provide the s Statement on Standards for Attestation Engagements Contractor

Statement SSAE 16 on a yearly basis within 60 days after being published by their independent auditors It will be provided confidentially according to Master Contract section 7 h The SSAE 16 will cover the

State fiscal year which ends June 30th For any time during the fiscal s year not covered in the SSAE16 the Contractor will provide a BridgeGap Letter or a followup on any outstanding items from its independent auditors or a functionally equivalent independent Federal Financial 12

Institutions Examination Council FFIEC standards certification related to data security 10 2

Convenience Fees 1

2

11 2

The Vendor must assist the Participant in remaining compliant with convenience fee requirements The Vendor must notify the Department and Participants of changes in the convenience fee regulations as dictated by the payment card industry and all applicable state and federal laws and rules and provide notification to the Department and Participants thirty days 30 prior to the effective date of changes unless outside the reasonable control of the Vendor The Vendor must provide for the charging of a convenience fee on a transaction and shall be capable of combining and splitting the convenience fee from the transaction fee within Payment Card Organization Rules and applicable law

Billing 1

2

The Vendor shall not debit the Treasury s Concentration Account for fees or charges other than chargebacks refunds adjustments and electronic check returns for Agency Participants The Vendor must provide each Agency Participant and Local Government Participant a monthly invoice unless the Local Government Participant elects to have the Vendor debit its bank account The Vendor s invoice will provide details on all contractual transaction costs resulting from the payment activity processed for the month and sent no later than the 30th of the following month unless Vendor or Participant encounters difficulty beyond their control Billing shall be available at each Merchant ID terminal ID number or location level

enabling the Participant to identify associated expenses Invoicing must provide for lower level costs to be rolled up to the highest level within the organization Monthly billinglinvoicing of fees to each Participant shall be the responsibility of the Vendor and contain such detail that the Participants can audit and approve payment of invoice with minimal need to contact the Vendor 12 2

Customer Support Service

The Vendor shall provide the following customer support services for ePayment solutions Point of Sale operations and Merchant services 1 Account management support for payment processing and invoicing 2

Qualified support staff in adequate numbers and locations to meet the needs of the

4

contract and required additional customer serviceaccount managers during large system changes or when Participants have unexpected issues that need to be addressed timely Report Participant product use to the Department to enable monitoring the quality of customer and support service activities Escalation of Participant issues according to escalation procedures to resolve quickly and appropriately

5

13 2

Realtime access to transaction detail

3

Participant Training and Consultations 13

1

2

During the first six 6 months ofthe Contract the Vendor must be available for a maximum of six onsite consultation events with the Department at the Vendor s expense as requested in order to ensure a successful implementation of the Contract These include any meetings required by section 1 15 2

The Vendor must provide consultation to the Department up to twice per year at

the Department s request and Participant training via conference call or webinars

for all facetslareas of its ePayment solutions Point of Sale operations and Merchant services There shall be no Department and or Participant expense for

training and consulting 3

Training services must include but not be limited to a A training program that will keep the Department and the Participants

informed and up todate on current Payment Card Organization Rules Payment Card Industry requirements and applicable state and federal

b C d e

electronic payment regulations POS equipment and software installations and use

ePayment Collection Solutions offered by the Vendor Reporting tools

Informing the Department and the Participants of efficiencies that may reduce expenses

f

Informing the Department and the Participant of new or advanced technology innovations and

3 Consultation services must include but not be limited to Weekly ongoing consultations with the Department via teleconference e g discuss outstanding issues project status deliverables etc Onsite Vendor consultation shall be provided up to twice per year at the Department s reasonable request

14 2

Electronic Payment Equipment and Software 1

The Vendor must provide PCI approved POS equipment and software on a purchase lease or rental basis Inform Participants of equipment software upgrades and provide installation support Equipment software upgrades for purchased leased or rented equipment supported under this contract will be

provided at no additional costs to the Participant Terminal fulfillment is subject to capacity inventory availability 2

3

4

The Vendor must ensure the Participant s existing POS equipment and software is compatible with the Vendor s solution or upgraded with minimal impact and cost to the Participant Ifnew equipment is required the Participant will purchase or lease the equipment at the contracted rate If software upgrades are required on compatible equipment currently utilized by the Participant software upgrades will be provided at no itemized cost to the Participant or Department

The Vendor must repair and or ship replacement POS equipment within three 3 business days of notice of failure The Vendor may bill for shipping unless there is any error in the equipment being shipped e g faulty or incorrect equipment The Vendor must provide supplies for Point of Sale equipment e g terminals printers etc at no cost to the participant Shipping ofthe supplies will be charged according to subsection 3 above

14

15 2

Electronic Payment Project Management 1 Initial Statewide Contract Implementation

a The Department s Implementation Plan will be developed by the Department and the Vendor within 60 days after contract execution and will include the following i Dashboard Requirements ii Change Order Form iii ParticipantLevel Close Out Surnrnarv and iv

s Request for Product Upgrades Modifications and Participant or Enhancements

b

New Participation Agreements for Participants within six months of contract execution

2

New ParticipantLevel Project Implementation Management Future Implementations a The Vendor will provide to the Department both Local Government and

Agency Participants information and statistics agreed upon in the s Implementation Plan allowing for the management of the Department statewide contract as identified in the Dashboard Schedule

b

The Vendor will consult with the Department and the Agency Participants that are approved by the Department to accept electronic payments Together they will determine best solution to be implemented gather requirements and develop the Participant s Implementation Plan Local Government Participants do not require Department approval and the Vendor will consult with them independently to determine requirements and best solution

c

During the term of the contract the Vendor must assign a project manager for each Participant implementation Level project e g implementation of new system projects conversion or expansion of existing projects The project implementation manager is the person designated responsible for the overall management of the project authorized to make decisions and manage the allocation of resources on behalf of the Vendor

d

Where necessitated by complexity or for gateway solutions the Vendor must provide an implementation work plan which does not contain requirements inconsistent with the capabilities of the product for each

ParticipantLevel project to implement new projects convert or expand existing projects The implementation work plan shall include a schedule

of all activities tasks and deliverables from the date ofthe initial meeting of the proposed project through successful testing and implementation to final sign off by the Participant The Vendor will remain on schedule as

indicated in the initial project implementation work plan with adjustments to schedule as necessary due to changes in scope All revisions will be documented in the project implementation work plan e

The Vendor must provide an agreed to change order request plan to the Department for ParticipantLevel projects that identifies changes after the 15

project requirements have been gathered and approved by the Participant The plan must describe where in the project development process changes can be requested and or changed and when a change order request will incur cost s Any costs associated with change order requests are indentified in the Price Schedule

f

Where necessitated by complexity or for gateway solutions where

mutually chosen solution enables at the close ofeach ParticipantLevel project the Vendor should provide the Department and Participant a closeout summary of the ParticipantLevel project or a completed s Implementation Plan to include Participant i

Project purpose description of the solution s project timelines obstacles and lessons learned

ii

The Vendor will maintain a comprehensive list during the term of the contract of Participants implementation request for product upgrades modifications and or enhancements that were not

available at implementation with the expected availability date as

iii

g 16 2

product development is able to accommodate and

Issues identified during development and how they were resolved Any implementation costs shall be charged to the participant for

ParticipantLevel projects

Payment Card Industry Data Security Standard Certifications and Requirements 1 The Vendor products solutions etc shall be PCI DSS certified and shall

safeguard all transmitted processed and stored data particularly files that contain

cardholder information so as to be compliant with PCI DSS individual Payment 2

Card Organization Rules and applicable state or federal laws

The vendor shall maintain PCI DSS accreditation and provide Attestation of

Compliance AOC or proofthereofon a yearly basis and within sixty 60 days

of issuance 3

The Vendor will provide at no charge PCI DSS customer support and staff for expertise and guidance ensuring compliance with PCI DSS that will include but not limited to the following a

Provide the Department and Participants with a plan to achieve PCI DSS

compliance for Participant Level project and make specific

b

recommendations to ensure PCI DSS compliance is maintained

Participate in PCI related meetings and conference calls at the request of

the Department or Participant c

Provide PCI training to educate and inform the Participants on the importance of PCI and any changes clarifications of the DSS

17 2

Management Escalation Procedures

The Vendor must provide agreed upon escalation procedure or dispute resolution for the

handling ofall issues incidents and problems to include a detailed communication plan

to all parties e g ParticipantVendor Vendor Department VendorParticipant 18 2

Systems Requirements and Testing

16

1

Data Accuracy As a general performance measure the Vendor must maintain an

average 99 9995 data accuracy level for ePayment transactions processed and or

transmitted during a six 6 month period Data Accuracy means the degree to which the data delivered to the Contractor matches the processed data based on the volume of inaccurate data reported by a Participant to the Department Activities during a force majeure event are not counted in the Department s semi annual measurement The result of the measurement will not be provided to the Department as it is not tracked by vendor The Department will provide an opportunity for Vendor to review the data used to calculate the measurement and respond regarding the metric 2

ePayment Collection Solutions The Vendor must provide the Participant with secure and up to date processing systems and equipment and provide upgrades modifications and or enhancements to include the following secure network connectivity Support direct leased lines Support sitetosite secure VPN and Support IPAddress filtering and blocking

3

The Vendor must provide the Department and Participants scheduled maintenance windows for maintaining and supporting operations as a part of the normal course of business Routine maintenance shall be at the Vendor s expense If the s solution requires routine maintenance the maintenance must be Vendor

performed within scheduled maintenance windows occurring during nonpeak hours e 1a g m to 5 am Any changes to the routine schedule must be 4

electronically communicated to the Department and the Participants Participant Project Testing Environment The Vendor shall provide the

Participant a test environment that mirrors but does not require a separate setup the production environment The test environment should be parallel to production environment including data connections firewalls and server

environments Testing will be supported by the Vendor in phases that will ensure operability and desired results in unit system and acceptance testing and meet targeted production date and support guidance for live testing 5

Data Transmission Security The Vendor must provide and ensure that each

ParticipantLevel project utilizes security protocols based on the product chosen by the Participant that safeguards the confidentiality and integrity of information during data transmissions and are in compliance with PCI e g HTTPS 128bit SSL 6

Web Application Standards

The Vendor must provide application programming

interfaces agreed upon in the applicable Participant s Implementation Plan using secure web application standards specific to webbased technology for application interface standards e g OWASP and OASIS standards 7

Provide to the Department and the Participant written notice for changes to existing technology e g equipment software currently being utilized by the Participant Additionally if the technological changes are known by the Vendor to be of a nature which will impact the Department s or the Participant s applications the notice shall include an alert to such impact

17

19 2

Data Management and Security 1

The Vendor must maintain policies and procedures on who has access to secure

data how access is controlled and the daily operation and management of systems 2

consistent with ePayment data management and security standards The Vendor must restrict access to unauthorized persons and maintain internal

controls to monitor detect record or log system access activity where relative to this Contract The Vendor must notify the Department within twentyfour 24

3

hours of being made aware of any unauthorized activity The Vendor will provide options to protect cardholder information in order to meet PCI DSS compliance as follows a b

Truncation the ability to eliminate all digits of a credit card number except the last 4 digits or the first 2 last 4 digits

Encryption the ability to transform credit card information by applying

mathematically proven cryptographic methods into unreadable data unless explicitly allowed and c

Tokenization the ability to replace persistent credit card information in

applications and databases with a token that can only be exchanged with a

credit number when it is required i ii

At Point of Sale

Upon Authorization

The needs of the State are for the Vendor to offer the processes listed above or a

functional equivalent that provides for storing card information that protects cardholder information in order to diminish the Participant s PCI compliance obligations The Participant electing any such option shall provide 180 days notice to the Vendor and the Department ofits intent to elect an option The Contractor will then provide the implementation go live within 180 days unless

4

otherwise agreed to in the Implementation Plan

The Vendor must provide access to the Participant s data by extending access to

the Vendor s reporting tool for a period oftwelve 12 months after contract cancellation termination or expiration The Vendor must make all State and

Shared Data accessible to the Department and identify any per Participant

reporting costs associated with the access to such data in the Price Schedule 20 2

Disaster Recovery 1

The Vendor must provide annual certification within sixty 60 days after the

Contract anniversary date of the existence and adequacy of its disaster recovery plan that assures business continuity for the Department and Participants during a disaster The certification or the SSAE must be executed by an independent auditor or regulator as to the successful performance of the annual Disaster

Recovery test 2

3

The Vendor will provide the order of succession for assigned officer and key staff

that the Department works with in the regular course of business The Vendor will provide a process for notifying the Department when the

Vendor ability to do business with the Department or Participant has been s compromised within four 4 hours other than low priority minor impacts 18

4

The Vendor must have an established secure backup system for services and report delivery ifthe webbased system is unavailable This backup must be functioning within 24 hours of the occurrence during the initial year and thereafter eight 8 hours of the occurrence In the event the Vendor does not

provide a functioning backup system within eight 8 hours of occurrence the department may assess sanctions described in the Deliverables

19

SECTION THREE

DELIVERABLES

The Department requires the following services and other forms of deliverables DeIiverables related to the State of Florida s and local governments ePayment services

3 1 2

For Agency

Participants the Vendor shall provide a web based Enterprise ePayment Collection Solution option The enterprise solution should standardize transitioned and new

The Vendor has met the measure and has provided an Enterprise Solution as 3 of the 1 described in section 2 of work scope

Within the first 12

If the Vendor has not

months of Contract execution

proposed an Enterprise Solution within the first 12

months of the contract the s client team will Vendor

create a corrective action plan at their expense and present it to the Department for

ePayment implementations Within the first 12 months of the Contract the Contractor will

approval The action plan will provide for a mutually agreed upon resolution or the Department may terminate the

survey Agency Participants under the previous contract and

provide the Department a proposed enterprise solution option that enables each Agency at its individual Participant

contract

Level to collect and store

business process data while communicating with and updating the Participant s business system through standardized transmissions The

solution must be capable of capturing the requirements agreed upon between the Department and the Contractor 20 of 61

as specified in this Scope of Work the solution must detail

any functional equivalents being offered in place of requirements that cannot be provided in the manner described within this

Scope of Work 8 1 2

Each Vendor s ePayment Collection Solution system

7 percent system 99 availability during the initial

The Vendor has met the measure and has provided documentation as described in section 2 8 of the scope of 1

year of the Contract and

work

meet

must

a

thereafter

a

availability

Within thirty 30 days after the end of each month

this measure the affected

Participant or the Department

9 percent system 99 measure over a six

month period

If the Vendor fails to timely provide the report or the s report does not meet Vendor may withhold payment excluding payment card

excluding

passthrough charges Interchange dues and assessments fines penalties are considered pass through charges until Vendor is in compliance according to its

scheduled down time and provide a report to the Department that documents this measure monthly in the

Dashboard within thirty 30 days after the end of each month

next monthly report These costs can be offset in a

s subsequent Participant invoice

1 3 2

Provide

full selection of electronic payment vehicles using PCI DSS certified

Vendor offers internet payment vehicles describe in section

Continuous from the first day of the

1 of the scope of work and 3 2 such certified providers

Contract

gateway providers to complete internet payment transactions for the acceptance of payment card types and ACH

uses

a

transactions

as

If the Vendor no longer offers the internet payment vehicles provided in the scope of this contract or has not used such

certified gateway providers a corrective action plan will be created by the Vendor s client

described in

team at

21 of 61

their

ex

nse and

111VUHMA11

MEN

section 2 1 of the scope of 3

presented to the Departrent or Participant for approval The action plan will provide for a mutually agreed upon resolution or the Department

work

MaX terminate th contract 3 2

Replenishment

services

The

Vendor must authorize and settle recurring credit card transactions for the purpose of replenishment when the

Vendor

processed recurring

credit card payments for the purpose of replenishment as 3 and specified in sections 2

Continuous once requested by a Participant

If the Vendor is not capable of accepting and or processing recurring credit card

payments for the purpose of replenishment the affected Participant may withhold

7 of the scope of woric 1 2

Department of Transportation s Turnpike Enterprise Florida

transaction processing costs excluding payment card passthrough charges Interchange dues and

SunPass application system or other Participant desiring this

service sends the payment

assessments fines penalties are considered pass through

request

charges until Vendor is in compliance These costs can be offset in a Participants subsequent invoice 3 2

Point of Sale

Provide a method and process POS accept transactions Provide either rental through purchase or lease

satisfactorily met equipment and software needs specified in section

agreements PCI approved POS

the scope of work and within the agreed upon timeframe

to

equipment and supporting

Vendor has the

14 31 2 14 2 2

software Provide initial equipment and supplies within five 5 to seven 7 business days of completed Muest and

22 of 61

14 in 2 3

2 3 Within five

If the Vendor has not met one

seven

of the requirements the affected Participant will

request for initial

withhold payment for the requested equipment for the

5 7 business days of completed to

equipment and supplies and within three 3 business days of completed request

s in which the month

equipment was not replaced upgraded or received within the specified timeframe

PM 14 2 1

I

LUMMUMBIVIII ship replacement equipment and supplies within three 3 business days of request subject

for replacement equipment and

supplies subject to capacityinventory availability

capacityinventory availability to

Provide PCI

approved POS

14 2 1

Continuous from

equipment and software on a purchase lease or rental basis Inform Participants of equipment software upgrades and provide installation support Equipment software upgrades for purchased leased or rented equipment supported under this contract will be provided at no 14 2

Kim

first day of Contract

14 2

Continuous from

additional costs to the

first day of

Participant Terminal fulfillment is subject to capacityinventory availability

Contract

Ensure the Participant s existing POS equipment and software is compatible with the Vendor s solution or upgraded with minimal impact and cost to the Participant If new equipment is required the Participant will

23 of 61

purchase or lease the equipment at the

14 2 3

contracted

14 2 3

rate If

Within three 3 business days of

software

upgrades are required on compatible equipment currently utilized by the Participant software upgrades will be provided at no itemized cost to the Participant or

notice of failure

Department

Repair and or ship replacement POS equipment within three 3 business days of notice of failure 4 3 2

Interactive Voice Response IVR Provide a tollfree IVR solution with touch tone

Vendor has

functionality requirements

Continuous from first day of

recognition options at a minimum and if available speech recognition operating twenty four 24 hours a day seven 7 days a week capable of interfacing with a s business system Participant

4 of the 3 described in section 2

Contract

provided

an

IVR

system that meets the

scope of work

4 3 2

If the Vendor no longer offers the IVR system capability described in the scope or has not met the requirement a corrective action plan will be created by the Vendor s client team at their expense and

presented to the Department or Participant for approval The action plan will provide for an agreed upon resolution or the Department may

and available in additional

languages other than English a minimum Spanish The Department reserves the right to add mutually agreed upon additional languages during the

terminate the contract

but at

term of this contract The IVR

24 of 61

solution must allow the transfer

C f customers to a Participant s support call center or a Vendor and s customer customer

7

support service representative Monday Friday 8 00 a m to 00 p 5 m ET 1 4 2

Debit and Credit Cards The Vendor must accept and

1 Vendor has successfully accepted and timely processed

process all Credit and or Debit Cards with the appropriate

all and fulfilled all requirements described in section 2 4 and 2 3 of 4 12 4 the scope of work

American

Express Discover logos and other mutually agreed upon payment card brands during the MasterCard and VISA

term

4 2

of this

contract

Charge Cards

The Vendor will

accept and process charge cards 3 4 2

agreed upon

Electronic Check ACH Payments The Vendor must

provide for the acceptance of electronic checks The solution

shall assist Participants in reducing the number of returns prohibit an end user from making a payment with a bank account that has exceeded a

predetermined limit of NSFs

and check for duplicate a ents by verifying the check

25 of 61

Continuous from first

day

Contract

of

If the Vendor can no longer accept or process any of the payment types described in Section 2 4 3 in 4 2 12 4 the scope of work or has not met the requirement a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon resolution or the Department may terminate the contract

number payment date and account number to be

predetermined during the implementation 4 2

The Vendor will

provide

Internet eCheck guarantee services in accordance with the

applicable Regulation E or NACHA rule

or

the functional

equivalent

1 6 2

The Vendor will process authorize and settle all payment card brands and ACH transactions agreed upon in the

applicable Participant s Implementation Plan based on the requirement in Section 2 8 1 All funds authorized excluding American Express must be

The Vendor has provided a solution to support Internet eCheck guarantee services as described in section 2 4 of the in accordance scope of work with the applicable Regulation E or NACHA rule

Continuous once requested by a Participant

Vendor has processed authorized and settled funds into a QPD based on the 8 1 requirement in Section 2 within 48 hours of authorization and fulfills all requirements described in section 2 1 of the scope of 6 work and section 215 S 322 F

Continuous from

settled as described in section 1 of the scope of work 6 2

If the Vendor is not able to

support Internet eCheck guarantee services the Participant will be allowed to obtain services outside the Contract

first day of Contract

The Vendor will compensate the Department or the

Participant for settlements not deposited to the Participant s designated bank account within the specified timeframe the following

formula applies calculate the amount not deposited timely times the average of the thirteenweek Treasury bill coupon equivalent rates reported in the four weekly auctions of the invoice period times the number of days late divided by three hundred sixty five 365 If funds are not deposited into a QPD the Department may terminate the contract

26 of 61

6 2

The Vendor must capture authorization codes and or authorization numbers for all credit card transactions

authorization codes and or authorization numbers for all transactions

and has

The authorization codes and or numbers must remain a part of the transactions and be provided electronically to the Participant s business

processed or accepted a assigned and unique Participant defined

affected Participant may withhold payment excluding payment card pass through

number to be included

on

charges Interchange dues and assessments fines penalties are considered pass through charges until Vendor is in compliance

processed

3 6 2

The Vendor has

captured

If the Vendor is unable to

first day of Contract

comply with the provisions of

the

settlement transaction record allowing for transaction

application

identification and

The Vendor must

g Merchant ID as required e sections 2 6 3 of the 6 2

or assign and accept a unique Participant defined number to be included in a field identified by the

Continuous from

traceability by

section 2 6

3 the 6 2

scope of work

Vendor on the settlement

transaction record allowing for transaction identification and

traceability e g Merchant ID project name as provided by roduct desi p 4 6 2

The Vendor is to have the and

capacity s availability to absorb the state sizing requirements into its resources

solutions and to scale up to meet during the contract term referred to as the state s needs

The Vendor has met the

Continuous from

Performance

first

Scalability

Measure and has

provided

documentation of Performance

Scalability Measures

as

described in section 2 4 of the 6 scope of work

performance and scalability s performance Thus the Vendor and scalability must exceed 000 Payment Card 150

day of

Contract

If the Vendor can no longer provide or support the performance and scalability requirements in Scope of Work section 2 4 or has not 6

met the requirement a corrective action plan will be created by the Vendor s client

team at their expense and presented to the Department or Participant for approval

27 of 61

transactions per day upon initial Contract implementation go

The action plan will provide for a mutually agreed upon resolution or the Department

live and the volume of other transactions e g

as

indicated in

may terminate the contract

Master Contract Attachment F

Volumes Equipmept and

eaayment Solutions and allow for an increase in size scope and complexity to meet a yearly estimate of a 2 increase in the

number of transactions during 5 6 2

the term of the Contract The Vendor must provide and

The Vendor has

support the following Payment Card authorization settlement

supported the authorization settlement and fraud prevention

and fraud

methods described in section

prevention methods

Card verification values Address verification Account updater Configurable limit fields allowing a Participant to set upper and lower charge amounts Automatic detection and avoidance of duplicate authorizations refunds and

provided and

5 of the scope of work and 6 2 in compliance with Payment

Card

Organization Rules

Continuous from first

day of

Contract

If the Vendor can no longer provide or support the authorization settlement and fraud prevention methods described in section 2 5 or 6

has not met the requirement a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department

or Participant for approval The action plan will provide for a mutually agreed upon resolution or the Department

settlements Refunds verified

against original authorization Automatic detection of high risk activity Merchant Services

may terminate the contract

support for answering fraudulent inquiries and Automated settlement notification

28 of 61

ti 2 6

Provide

multiple

cutoff times

to accommodate

Participant hatching and settlement requirements as agreed upon in the Participant s Level

Continuous fast

from

day of

Contract

Affected Participant may withhold payment excluding payment card pass through charges Interchange dues

scope of work

and assessments fines

single Payment Card batch settlement processing for batch sizes greater than 99 999

The Vendor has provided single batch processing for batches 999 as greater than 99 described in section 2 7 of the 6

penalties are considered pass through charges until Vendor is in compliance Affected Participant may withhold payment excluding payment card pass through charges Interchange dues

transactions

scope of work

Implementation e 7 6 2

Vendor has provided multiple cutoff times to accommodate g and settlement as batc 6 of the described in section 2

Provide

a

Plan

solution which allows

Continuous from fast

day of

Contract

and assessments fines

penalties are considered pass through charges until Vendor is in compliance 8 6 2

submit

Payment Card or ACH batches containing high volumes of transactions that overlap settlement cut off times Vendor must be capable of assisting in adjusting the processing network hours

Participants

within

product

The Vendor has

8 6 described in section 2

mutually agreed

to

to

day

of go live

If the Vendor fails to offer a solution that will eliminate

of the Initial

split batch settlements as

Implementation

described in section 2 8 and 6

under the Contract

split batches occur more than two 2 times in a six 6 month period per affected

Participant then the Vendor will compensate the Participant based on the

are

formula in section 2 1 for 6 late settlements until the

in process to insure completion and provide solutions to eliminate split batches p

first

complete settlements and provided effective solutions eliminate split batches as

dictated

timefiames when these files

Continuous from

provided

assistance in adjusting Processing network hours

problem is resolved This fee may be offset in a subsequent

as

upon in the

invoice

s Implementation Participant 29 of 61

Plan

1 7 2

Provide the

Department with a settlement reconciliation

daily file specific to merchant processing activity by

00 9

am

00 pm ET but no later than 5 ET containing details for all

Agency Participants settlement activity There will be no costs to the Department for the daily

Vendor has

provided to the Department a Daily Settlement Reconciliation file as described 1 of the scope of 7 in section 2 at the work agreed upon time and at no costs to the

00 Daily by 9

am

ET but no later than 5 00 pm ET

Upon Participant request the Vendor shall

provide separate daily settlement reconciliation file containing only the applicable Participant s a

settlement details

Vendor has not provided Department with the reconciliation file by 5 00 pm ET there will be a charge of 100 per business day credit to the Department This fee

may be offset in a s selected by the Participant Department subsequent

Department

invoice

settlement reconciliation file 7 2

7the

If requested

by the Participant the Vendor has provided a daily settlement reconciliation file containing settlement details for that Participant only by 00 am ET daily as described 9

Daily by

00 9

am

ET but no later than 5 00 pm ET

If Vendor has not provided the Participant with the reconciliation file by 5 00 pm ET the cost of the file for the

day will be removed This fee can be offset in a Participants subsequent invoice

in section 2 7 of the scope of

work 8 2

The Vendor must adhere to

chargeback rules and regulations published by payment card brands utilized by the

Department

The Vendor has complied with the requirements to debit or credit transaction refunds or chargebacks and from Participants adjustments designated bank accounts in

compliance with Payment Organization Rules

1 8 2 Transaction refunds or adjustments chargebacks and for processed Participants must be debited

or

credited from

Card

Continuous from fast

of go live

Vendor will reverse incorrect

of the Initial

entries within two 2 business days of notification

Implementation

If incorrect entries result in a

under the Contract

loss of revenue earnings the Vendor will compensate the Participant for loss of revenue earnings based on the formula

day

Within two business 2 days of notification Cure

identified in Section 2 1 or 6

any fees associated with the refund chargeback or adjustment whichever is licable app

to

Participants designated bank

30 of 61

s account 8 2

Support the chargeback process from the time the Vendor is first notified through final

resolution at which time the item is successfully resolved or the item is

charged Participant

back to the

Vendor has provided support and a tool for the monitoring tracking and resolution of chargebacks refunds and

adjustments and ACH returns

stdayoof 7fChr

s from

of the Initial

Chargebacks will not be charged back to the Participant until the tracking

Implementation

resolution tool is available

go live

under the Contract

as described in section 2 8 3 8 2

4 of the scope of 8 2 work and in compliance with

3 8 2

Provide a webbased chargeback Payment Card Organization tracking resolution tool available Rules and ACH regulations to the Participant that includes but is not limited to viewing chargeback details reports and ability to respond and resolve inquiries

4 8 2

Support the tracking and resolution of misapplied customer refunds and

adjustments

5 8 2

The Vendor must offer

a

solution which allows for real time purchase alerts for past NSF returned check activity and

duplicate payments on electronic check payments

The Vendor has offered a solution which allows for real time purchase alerts and online transaction access as described in section 2 6 of the 8 2 5 8 scope of work

6 8 2 The Vendor must

line transaction

provide

access

Continuous from first day of go live

online access is not available

of the Initial

a corrective action plan will

Implementation

be created by the Vendor s client team at their expense and presented to the

under the Contract

If ACH purchase alerts or

Department or Participant for approval The action plan

on

will provide for a mutuall

to

31 of 61

77 9 12 9 2

MOURMUHMN

RUN

returned electronic check 1 ACH

information as provided by roduct design du specific reporting and query capabilities are required for ePayment Collection Solutions Point of Sale operations and Merchant services The Vendor s

solution must deliver robust reporting and query tools for the Department and Participants The reporting and query tools must permit the Department and the Participants to select from a

agreed upon resolution

The Vendor has

timely provided reports predetermined by the Participant and Department using reporting

Continuous from

and query tools and otherwise has met the reporting and query

first

day of go live

If the Vendor has not

of the Initial

complied with the reporting and query requirements as

Implementation

described in section 2 1 9

under the Contract

2 af of the scope of 9 work a corrective action plan will be created by the

as described in section 9 9 af of the 22 1 scope of work

requirements

s client team at their Vendor

expense and presented to the

Department or Participant for approval The action plan will provide for an agreed upon resolution

full array of delivered and ad hoc reports that can be tailored to fit their individual needs as provided by product design 9 2

k

g

g Provide online

access to

detailed and summarized

transaction data for 13

months

h Provide rolling up the transaction volumes

The Vendor has provided for the online access to data for 13

Continuous from first day of go live

If the Vendor can no longer provide 13 months of online

months and has provided for all requirements described in 9 gk section 2

of the Initial

access to data and in a manner as described in section 2 9

amounts returns etc to

designated hierarchical levels by card type for location and

32 of 61

Implementation under the Contract

gk of the scope of work a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval The action plan will provide

payment types

for an agreed upon resolution

i Provide querying and drilling down in realtime from

summary reports to the details of the report j Provide realtime web reporting of transactions from authorization through payment and reconciliation k Provide semi annual analyses and comparisons of the following L Payment card interchange categories e g Public Sector Emerging Market CPS Retail 2 etc analyses for each Participant ii Provide comparison and

9 2

0

trends of previous interchange rates as compared to new rates Must provide a Dashboard to the Department with all requirements included for the reporting period that are defined in the Department s Implementation Plan

The Vendor has

provided

mutually agreed upon Dashboard containing the required reports identified the scope of work

a

in

Due dates defined

If the Vendor is unable to

in the

provide the dashboard the Department will work with

Department s Implementation Plan

the vendor to resolve the non

compliance a corrective action plan will be created by the Vendor s client team at

33 of 61

their expense and presented to the Department for approval

The action plan will provide for an agreed upon resolution If within a six 6 month period the Department has two 2 incidents of non compliance where the corrective action plan has not resolved the issue the Department may terminate the contract

9 2

m

Provide

a secure

to or otherwise

website

provide

access

the

Contractor Statement on s Standards for Attestation

The Vendor has

for

provided requirements of section m of the scope of work 9 2 the

No later than

August

3 O of each

year

Engagements Statement SSAE 16 or proof thereof on a yearly basis within sixty 60 days after being published The

Standards for Attestation

30th For any time during the fiscal year not covered in the SSAE16 the Contractor will

10 2 1

Letter

Assist the

in

Participant

provided on a yearly basis within sixty 60 day after being published access to the required Statement on Engagements Statement SSAE or the Vendor has not provided the required Gap letter All Agency Bridge Participant fees excluding payment card pass through fees Interchange dues and assessments fines penalties are considered pass through charges will be withheld until the deficiency has been resolved and approved by the

s SSAE 16 will cover the State fiscal year which ends June

Gap provide a Bridge

If the Vendor has not

Vendor has notified and

34 of 61

Tbirty days

30

Department Affeeted Participants will

remaining 7M

compliant with requirements

convenience fee

The Vendor must notify the Department and Participants of

changes in the convenience fee regulations as dictated by the payment card industry and all applicable state and federal laws and rules and

assisted the

Department and Participants of changes in the

prior to the effective date of

receive a 100 credit per incident for not complying

convenience fee regulations as described in section 1 10 of 2 the scope of work and in compliance with Payment Card Organization Rules

change

with section 2 10 1

requirement unless it is determined by the Department

that the non compliance is outside the reasonable control of the Vendor This credit

provide Department

may be offset in a Participants subsequent invoice

notification to the

and Participants thirty days 30 prior to the effective date of changes unless outside the reasonable control of the Vendor 10 2

The Vendor must provide for the charging of a convenience fee on a transaction and shall be capable of combining and splitting the convenience fee from the transaction fee within

Payment

Card

Rules and

Organization applicable law

Vendor has provided a solution that allows for the charging of

Continuous once requested by a

convenience fees as described in section 2 10 of the scope of

Participant

If the Vendor can no longer provide a solution that allows for the charging of convenience fees as described

work and within the solution chosen by the participant and within Payment Card Organization Rules and applicable law

in section 2 10 of the scope of work a corrective action

plan will be created by the s client team at their Vendor

expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon resolution or the Department may terminate the contract

11 2 1

The Vendor shall not debit the s Concentration Treasury

The Vendor has not debited the T

Concentration

35 of 61

11 2 1

Vendor will reverse all fees

No later than the

debited to the Agenc

Account for fees

or

charges

other than

chargebacks refunds adjustments and electronic check returns for

Agency Participants

Account for fees and the

Vendor has

supplied with

each

The Vendor must provide each

Agency Participant and Local Government Participant a monthly invoice unless the Local Government Participant

following

month

detailed

invoice is received and 11 2

Continuous from the first day of the

go live of the Initial

elects to have the Vendor debit their bank account The

Implementation of the Contract

s invoice will provide Vendor details on all contractual

transaction costs resulting from the payment activity processed for the month and sent no later

than the 30th of the following month unless Vendor or

Participant encounters difficulty beyond their control Billing shall be available at each

Merchant ID terminal ID number or location level

enabling the Participant to identify associated expenses Invoicing must provide for lower level costs to be rolled up to the highest level within the organization Monthly

biIlingtinvoicing of fees to each 36 of 61

Concentration Account

payment until corrected

or

Participant encounters difficulty beyond their control

s Treasury Participant Vendor will not receive

Participant monthly invoice no later than the 30th of the following a

month unless Vendor 11 2

30th of the

or

adjusted and no late fees will be assessed if paid in accordance with Florida s

Prompt Payment Law

Participant shall be the responsibility of the Vendor and contain such detail that the

Participants can audit and approve payment of invoice

7

101JR11TWHI

slim

with minimal need to contact

the Vendor 12 2

Customer Service

Vendor has

Vendor shall

support services

following

Support The provide the

customer

services for

support

ePayment solutions

section 2 12

provided customer as

15

described in

of the scope

of work

Point of Sale operations and Merchant services Subsection

Account

12 2 1

for payment processing and

management support

Realtime access to transaction detail

Subsection

Qualified support staff in adequate numbers and locations

12 2 3

to meet the needs of the contract

and required additional customer service account

managers during large system changes or when Participants have unexpected issues that need to be addressed timely Subsection

go live of the

If the Department documents more than two 2 incidents for not complying on the

Initial

same Deliverable 2 12

Implementation of

subsection in a 6 month

the Contract

period the Vendor s client team will create a mutually agreed upon corrective plan at

their expense and present to the Department for approval

invoicing Subsection 12 2

Continuous from day of the

the first

Reports Participant product uses

37 of 61

12 2 4

in the Dashboard to the

Department to enable

monitoring the quality of customer and support service activities on the due dates

required by the Dashboard Schedule Subsection

13 2 1

Escalation of Participant issues according to escalation procedures to resolve quickly and appropriately During the first six 6 months

13 2 3

of the contract the Vendor must

12 2 5

be available for onsite

consultations with the

Department order to

as

requested

ensure a

in

successful

of the contract

implementation provide weekly consultation with the Department via teleconference or as requested

Vendor has

provided onsite consultations during the fast six 6 months for a maximum of six onsite no cost consultation events and has provided weekly consultations with the Department via teleconference

Continuous from day of the

the first

If the Vendor has not been

Initial

available during the first six 6 months for onsite visits or weekly teleconference consultations when requested by the Department the

Implementation

s client team will Vendor

Contract and

on a

weekly basis during and after

create a mutually agreed upon corrective plan at their expense and present it to the Department for approval or the Department may terminate

and

the contract 13 ag 2

Provide consultation up to twice

Vendor has

per year at the

and consultation for ePayment solutions and POS operations and Merchant services as 13 2 described in section 1 13 ag of the scope of 2

Department s request and training via conference call

or

webinars for

all facets areas of their

ePayment solutions Point of

provided training

Wow

Continuous from the first day of the Contract

If the Department documents more than two 2 incidents

for not complying on the same Deliverable 2 13

subsection in a six 6 month period the Vendor s Client

Team will create a mutuall 38 of 61

Sale

operations and Merchant

services There shall be

14 2 4

agreed upon corrective plan at their expense and present it to the Department for approval

no

Department and or Participant expense for training and consulting Provide a training program that meets the requirements in section 1 13 2 13 ag 2 The Vendor must provide supplies for Point of Sale g terminals equipment e printers etc at no cost to the participant Shipping of the supplies will be charged 14 2 according to subsection 3

Vendor has

Continuous from

satisfactorily

provided supplies

at

no

cost

as

described in section 4 14 of 2 the scope of work

the first

day

of the

go live of the

Initial

If the Department documents more than two 2 incidents for not complying on the same Deliverable 2 14

Implementation

of

the Contract

subsection within a six 6 month period the Vendor s Client Team will create a

mutually agreed upon corrective plan at their expense and present it to the

Department for approval which may also include reimbursement of the

shipping costs 15 a 2 1

The Vendor must cooperate with the Department in

cooperated with the Department in the development

contract execution

developing the Department s Implementation Plan which

of the

the

Vendor has

Department s Implementation Plan

includes dashboard

requirements change order forms participantlevel close

39 of 61

Within 60

days of

s Department

If the Implementation Plan is not developed within 60 days of contract execution due to

Implementation

the Vendor s lack of

Plan

cooperation a corrective action plan will be created by

was

developed and in place with cooperation from

the Vendor s client team at

the Vendor

the Department or Participant

their expense and presented to

out

summary and

for approval The action plan will provide for a mutually agreed upon resolution

participant

requests for product upgrades or modifications and

enhancements 15 2

a

The Vendor will provide to the Department both Local Government and

Agency

Participants information and statistics agreed upon in the s Implementation Department

Vendor has provided agreed upon annual statistics to the Department as described in section 2 15 a of the scope of work

Due dates are defined in the

Department s Implementation Plan

If the Vendor has not

complied with providing the agreed upon annual statistics as described in section 2 15

a of the scope of work the Department a corrective action plan will be created by

Plan allowing for the management the statewide

the Vendor s client team at

their expense and presented to the Department or Participant for approval The action plan

contract

will provide for an agreed upon resolution or the Department may terminate the contract

15 b 2

Participant Level Project Implementation Management Future Implementations The Vendor 2 New

will consult with the

Vendor has determined the best electronic solution acceptable to the Participant as described in section 2 15 b of the scope of work

Department and the Agency Participants that are approved by the Department to accept electronic payments Together

Continuous from the first day of the Contract and upon

If Vendor has not met the

request from Participant

the Vendor s client team at

requirement a corrective action plan will be created by their expense and presented to the Department or Participant for approval The action plan

will provide for a mutually agreed upon resolution

they will determine best solution to be implemented gath requirements and

40 of 61

develop the Participant s Implementation Plan Local Government Participants do not require Department approval and the Vendor will consult

with them independently to determine requirements and best solution 15 2

c

During the term

of the contract

the Vendor must

assign a implementation manager project for each ParticipantLevel g implementation of project e new system projects conversion or expansion of existing projects The projectlimplementation manager is the person designated responsible for the overall management of the project

Vendor has or

provided a project implementation manager as

15 c described in section 2 of the scope of work

Continuous from the first day of the Contract

If the Vendor has not

provided a project or implementation manager a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval

The action plan will provide for a mutually agreed upon resolution or the Department may terminate the contract as

authorized to make decisions

to the affected Participant

and manage the allocation of resources on behalf of the Vendor 15 2

d

Where necessitated by complexity or for gateway solutions the Vendor must

provided project implementation work plans which include all project

Continuous from

If the Vendor has not

the first day of the

provide a project implementation work plan for each ParticipantLevel project to implement new projects convert or expand existing

deliverables and timelines

Participant request

provided project implementation work plans a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval

Vendor has

15 described in section 2 of the scope of work

41 of 61

as

d

Contract and upon

projects The project implementation work plan should include

The action plan will provide for a mutually agreed upon resolution After two 2

schedule of all activities tasks and deliverables from the date of the initial meeting of the proposed a

noncompliance events documented in a 12 month

period the Department may

project through successful testing and implementation to final signoff by the Participant

terminate the contract

The Vendor will remain on schedule as indicated in the

initial project implementation work plan with adjustments to schedule as necessary due to changes in scope All revisions will be documented in the

project implementation work lan p 15 e 2

The Vendor must provide an agreed to change order request plan to the Department for Participant Level projects that identifies changes after the project requirements have been gathered and approved by the

Participant

The

plan

The Vendor has

provided

a

change order request plan as described in section 2 15 e of the scope of work that identifies changes and associated costs if any

must

describe where in the project

development process changes can be requested and or changed and when a change

Continuous from the first day of the Contract

If the Vendor has not

provided a change order request plan a corrective action plan will be created by the Vendor s client team at

their expense and presented to the Department or Participant for approval The action plan will provide for an agreed upon resolution After two 2 noncompliance events documented in a 12 month

order request will incur cost s with associated costs Any

period the Department may terminate the contract

42 of 61

change order requests are indentified in the pricing schedule 15 2

f

Where necessitated

by

complexity or for gateway solutions at the close of each Participant Level project the Vendor should provide the

The Vendor has provided a Participant Level close out summary for each project as described in section 2 15 of the scope of work

provided more than two 2

Contract

closeout summaries within a

f

six 6 month period validated by the Contract Managers the Vendor s client team will create a mutually agreed upon corrective plan at their expense and present it to the Department for approval The action plan will provide for an agreed upon resolution

Department and Participant a close out summary of the ParticipantLevel project or

If the Vendor has not

Continuous from the first day of the

a

s completed Participant Implementation Plan to include Project purpose description of the solution s project timelines obstacles and lessons Iearned a comprehensive list during the term of the contract of Participant requests for

product upgrades modifications or enhancements that were and

not available at implementation with the expected availability date as product development is able to accommodate and

issues identified during development and how they were resolved 16 2 1

The Vendor s

ePayment

Collection Solutions shall be protected as described in section 16 of the scope of work 2 1

s products have Vendor protected data in compliance

16 2 1

with PCI DSS standards and

Continuous from the first day of the

If it is determined by the Department that the Vendor is not PCI DSS compliant or has

laws provided PCI customer

Contract

not provided PCI DSS

43 of 61

i

16 2

16 2 3

Maintain PCI DSS accreditation protected as described in section 16 of the scope of work on 2 a yearly basis within sixty 60 days of issuance

Upon Participant demand provide at no charge PCT DSS

support and provided Attestation of Compliance

AOC or proof thereof on a yearly basis as described in 16 of the 2 work of scope Vendor has provided PCI

customer

and

in section 3 16 of the scope of 2 work and according to the

guidance ensuring compliance with PCI DSS requirements as described in

sixty 60 days of issuance

section 1 16 2

support and compliance staff as described

support and compliance staff for expertise

16 2 Within

customer

accreditation within sixty 60 days of issuance the Department shall take appropriate action up to and including termination of the contract

Continuous

from

If Vendor has not met the

the first

of the

requirement in section 3 16 2 of the scope of work a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon

day

Contract

DSS standards PCl

section 3 16 of the scope of 2 work

resolution 17 2 1

The Vendor must provide agreed upon escalation

procedure or dispute resolution determined in the Department s Implementation Plan for the handling of all issues and problems to include a detailed communication plan to all parties e g Participant Vendor Vendor Department Vendor Participant

Vendor has

As determined in

If Vendor has not met the

upon escalation

the

Department s Implementation

requirement a corrective action plan will be created by

Plan

the Vendor s client team at

provided agreed procedures and communication plan for the handling of contract issues as 17 of 2 described in section 1 the scope of work

their expense and presented to the Department or Participant for approval The action plan

will provide for a mutually agreed upon resolution at the s cost Vendor

44 of 61

18 I 2

Data

Accuracy The Vendor

must maintain

an

average

99 data accuracy level 9995 for ePayment transactions or transmitted and

processed during a six 6

month

period

The result of the measurement will not be provided to the it is not tracked

Department by the vendor The Department will provide an opportunity for as

Vendor meets the data accuracy level as describe in section 2 18 1 of the scope of work

The Department will perform semi annual measurement of data accuracy based on the volume of inaccurate data

a

reported by a Participant to the Department

7Contimniuous

level from f

Contract

If Vendor fails to maintain the

data accuracy level for the six 6 month period a corrective action plan will be created by the Vendor s client team at

Cure

three

3

months after the

their expense and presented to the Department for approval

approved plan

The Vendor will have three

3 months after the approved

plan to meet the requirement or the Department may

Vendor to review the data used

terminate the contract

to calculate the measurement

and respond regarding the metric 18 2

Vendor Processing Systems

s Vendor

The Vendor must

provides

provide

the

Participant with secure and up to date processing systems and equipment and provide or upgrades modifications and

processing system secure

and up

processing systems

to

date

as

18 of described in section 2 the scope of work

enhancements to include the

following secure network connectivity Support direct leased lines Support siteto site secure

Continuous from first day of Contract Cure Within three 3 months after the approved

plan

Virtual Private

meet the requirement or the Department may terminate the contract

The Vendor must provide the

Vendor has

Department and Participants

routine maintenance windows as described in section 3 18 2 of the sco of work

scheduled maintenance windows for

maintaining and

secure and up to date processing systems a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department for approval The Vendor

will have three 3 months after the approved plan to

Networks and Support IP Address filtering and blocking 18 2 3

If Vendor fails to provide

provided

45 of 61

scheduled

Continuous from day of

first

Contract

Affected Participant may withhold payment excluding payment card pass through char es Interchange dues

supporting operations as a part

and assessments fines

of the normal

shall be at the Vendor s

penalties are considered pass through charges until Vendor is in compliance This fee

expense

will be offset in the affected

course

of

business Routine maintenance

Participants subsequent invoice

18 2 4

Participant Project Testing Environment The Vendor shall provide the Participant a test environment that mirrorr but does not require a separate setup of the production environment The test environment should be parallel

Vendor has provided a test environment that mirrors a production environment for all testing requirements in section

Continuous from first day of Contract

18 of the scope of work 2 4

If the testing environment is not parallel and doesn t mirror the production environment the affected Participant will not be charged for any changes or modifications required as a result of this deficiency

to production environment including data connections firewalls and server

environments Testing will be

supported by the Vendor in phases that will ensure operability and desired results in unit system and acceptance testing and meet targeted production date and guidance for live support testing 18 2 5

Data Transmission

Security The Vendor must provide and ensure that each Participant Level project utilizes security rotocols based on the product p

Vendor has met

security protocol requirements agreed upon in the applicable Implementation Plan based on the product chosen by the

46 of 61

Continuous from first day of Contract

Based on the product chosen the Participant may withhold monthly maintenance fee payments until security protocol is in place

chosen

by the Participant that safeguards the confidentiality and integrity of information during data transmissions and are in compliance with PCI e g

Participant that safeguards data for each ParticipantLevel project as described in section 18 of the scope of work 2 5

128bit SSL HTTPS 18 2 5

Data Transmission

The Vendor ensure

must

that each

Security

provide and

Participant

Level

project utilizes security protocols based on the product chosen by the Participant that safeguards the confidentiality and integrity of information during data transmissions and

Vendor has met

security protocol requirements agreed upon in the applicable Implementation Plan based on the product chosen by the Participant that safeguards data for each ParticipantLevel project as described in section

Continuous from first day of Contract

Based on the product chosen the Participant may withhold monthly maintenance fee payments until security protocol is in place

18 of the scope of wo 2 5

are in compliance with PCI e g HTTPS 128bit SSL 18 2 6

Web

Application

Standards

Vendor has used agreed upon

The Vendor must provide

application programming

application programming interfaces agreed upon in the applicable Participant s Implementation Plan using secure web application standards specific to webbased technology for application

interfaces as described in section 6 18 of the scope of 2 work

Continuous from first day of Contract

Participant may withhold

monthly maintenance fee payments until the Vendor provides agreed upon application programming interfaces

interface standards e g OWASP and OASIS standards 18 2 7

Vendor has

Notification of System Changes Provide to the Department and the Participant written notice

provided written notice for changes to existing technology that would impact

for

the

changes to existing

functionality of the

47 of 61

As

occurs

In the event the Vendor does

not provide written notice or alerts as described in scope section 7 18 a corrective 2

technology e g equipment software currently being utilized by the Participant Additionally if the technological changes are known by the Vendor to be of a nature which will impact the s or the Department s applications the Participant notice shall include

Department or the s s applications Participant

action plan will be created by the Vendor s Client Team at

their expense and presented to the Department or Participant for approval The action plan will provide for an agreed upon resolution at the s cost or the Vendor

Department will terminate the

alert to

an

contract

such impact 19 2 1

The Vendor must maintain policies and procedures on who has access to secure data how

is controlled and the operation and management

access

daily

Continuous from

If the Vendor does not

first

ePayment data management and security standards as

Contract

maintain policies and procedures as described in

day

of

19 2 scope section 1

described in section 1 19 of 2 the scope of work and Master Contract section 7

of systems consistent with

ePayment data management security standards

Vendor has maintained policies and procedures consistent with

and

Master

Contract section 7 a

corrective action plan will be created by the Vendor s

Client Team at their expense and presented to the Department or Participant for approval The action plan will provide for an agreed upon resolution at the s cost or the Vendor

Department will terminate the contract

19 2

The Vendor must restrict

Master

to

access

Contract

unauthorized persons and maintain internal controls to

sections 7

monitor detect record

30

system

access

activi

or

Iog

where

I

Vendor has restricted access to unauthorized persons and maintained internal controls as described in section 2 19 of the scope of work and Master

48 of 61

Continuous from first day of Contract

If the Vendor has not

restricted access to

unauthorized person s or has not notified the Department Within four twenty within twenty four 24 hours

nil

7

relative to this Contract The Vendor must notify the Department within twentyfour 24 hours of being made aware of any unauthorized activity

Mvw

Contract sections 7 and 30

24 hours of being

which shall be

made

no

f less stringent

than AMP

4 0 3 Information Technology Security Policy or

stringent security standards if applicable

aware

of any

unauthorized

activity

of any unauthorized activity where relative to the Contract a corrective action plan will be created by the Vendor s

client team at their expense

more

and presented to the

g e

PCI DSS

Department or Participant for approval The action plan will provide for a mutually agreed upon resolution or the Department may terminate the contract

19 2 3

The Vendor will

The Vendor has

provide

options to protect

provided options to protect cardholder

cardholder

information in order to meet PCI DSS as follows Truncation as defined in section 19 of the Scope of 2 3

Continuous

once

requested by a Participant

information and meet PCI DSS as described in section 3 19 2 of the scope of work

section 3 19 a corrective 2 action plan will be created by

as defined in section 3 19 of the Scope 2 of Work and

Encryption

the Vendor s client team at

their expense and presented to the Department and Participant for approval The

as defined in section 3 19 of the Scope of 2

Tokenization

action plan will provide for a mutually agreed upon resolution or the Department

Work At Point of Sale

Upon Authorization Exit Transition Assistance Plan

At contract

the

provide s data Participant

by extending access to the s repo Vendor rting tool fora

Each of twelve

cancellation termination or expiration the Vendor has agreed to provide

The Vendor must access to

Florida law and PCI DSS If

an option is not provided within the time required in

Work

19 2 4

The Vendor will be subject to the remedies of applicable

access to I

utilizing

the

12 months contract

s data Participant

the Vendor s

49 of 61

after

cancellation I

termination

or

may terminate the contract As a remedy and at the expense of the Vendor if this requirement has not been met an action plan will be created I by the Vendor s client team

period of twelve 12 months after contract cancellation termination or expiration The

proprietary reporting tool

expiration

as

19 of 2 described in section 4 the scope of work

Vendor must make all State Data and Shared Data accessible to the Department

and presented in person to the Department for approval The action plan will provide for a mutually agreed upon resolution or the Vendor will

refund any amount paid for this requirement and provide a mutually agreed upon alternative method of

providing the required data as described in 4 19 of the 2

20 2 1

The Vendor must provide

The Vendor has

annual certification within sixty 60 days after the Contract anniversary date of the

annual certification at

existence and

adequacy of their

disaster recovery plan that assures business continuity for the

Department and

Within

provided an

agreed

upon date of the existence and adequacy of their disaster

plan that assures continuity for the Department and Participants during a disaster as described recovery

business

Participants during a disaster

20 of the scope of 2 section 1

The certification

work

or

the SSAE

sixty 60 days after Contract anniversary date

in

Scope of Work to the icipants part As a remedy and at the expense of the Vendor if this requirement has not been met an action plan will be created by the Vendor s client team and presented in person to the Department for approval The action plan will provide for a mutually agreed upon resolution or the Department will terminate the contract

must be executed

by an independent auditor or regulator as to the successful performance ofthe annual Disaster Recovery test

20 2

Disaster Recovery Response Provide in advance the order of succession for assigned officer and key staff that the

The Vendor has provided updated information for key managers and staff to contact

during a disaster

as

described in

50 of 61

20 2

Continuous from first day of Contract

As a remedy and at the expense of the Vendor if this requirement has not been met an action plan will be created

IMHUMN

7 20 2 3

Department works with in the regular course of business Provide

a

section

272 2

3 of the 20

by the Vendor s client team

scope of w

process for notifying

at s Vendor cost and

presented in person to the Department for approval

20 2 3

the

Within four 4

s Vendor

hours of

Department when the ability to do business with the Department has been

compromise

compromised within four 4 hours 20 2 4

The Vendor must have an established secure backup system for services and report

The Vendor has

timely functioning back up

Continuous from day of

Contract

The Vendor will compensate each affected Participant for loss ofrevenue earnings based

system is unavailable This

Within the hours

on the formula identified in section 2 1 6

up must be functioning back within 24 hours during the first

as stated in 4 20 2

delivery

if the web based

provided system

a

as

described in section

first

20 of the scope of work 2 4

of the occurrence

year and thereafter eight 8 hours of the occurrence Account

Updater

The vendor must have no more than 3 documented credit cards that are erroneously not updated on a

quarterly basis

No

more

than 3 documented

credit cards that not

updated on

If the vendor has not met the

Quarterly

requirement in full a corrective action plan will be created by the vendor s client team at their expense and

erroneously quarterly

are

a

basis

presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon resolution or the Participant may terminate the service Account

Implementation is 8 10 weeks

U

after recei t of

ter

uest

Form

is 8 10 weeks after recei t of Merchant si ed

Implementation

51 of 61

8 10 weeks after

receipt

of

est

If the vendor has not met the

requirement in full a

i

dependent on Agency resources to implement and Project plan

Request Form dependent on Agency resources to implement and Project plan

Form on

dependent Agency

resources to

implement and Project plan

Data File

Data File

Manager

Customer to create and generate customized raw data files

Manager will allow

Vendor has

provided the data

file manager service by the customer

needed

As needed

corrective action plan will be created by the vendor s client team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon resolution or the Participant may terminate the service If the vendor has not met the

containing summary or detailed

requirement in full a corrective action plan will be created by the Vendor s client

information in connection with

team at their expense and

s payment Customer

presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon

based

on

processing

set up tools that are

provided by BAMS in connection with the application Data File Manager Services provide an application that

as

resolution

allows Customer to access

certain underlying payment processing data files directly in order to create test and manage customized data file summary reports that can be uploaded to s systems to perform Customer reconciliation reporting or other management functions Custom reports created by Customer using the Data File Mena er

S2 of 61

Services may be generated on a daily or as needed basis Implementation 6 8 Weeks after receipt of Request assuming full client participation in testing implementation Implementation is 810 weeks after receipt of Request Form dependent on Agency resources to implement and Project plan M

Data File

Manager

Vendor has implemented the Data File

8

Manager product receipt of Merchant signed Request Form

810 weeks after

receipt

of Request

If the vendor has not met the

requirement in full a

10 weeks after

Form in

corrective action plan will be

in

conformity with the specifications

created by the Vendor s client team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon

with the of the Data File

conformity specifications Manager Addendum to

the

of the Data File

Manager Addendum to the

MSA

MSA

resolution

Dynamic Currency Conversion

The

Dynamic Currency

Vendor has

accurately provided

Conversion DCC has provided the currency conversion product that is a secure and compliant

the currency conversion service in conformity with the specifications of the DCC

credit card

Addendum

processing solution provides businesses the ability to offer their

to

the MSA

Continuous

If the Vendor is not able to

fully support Dynamic Currency Conversion the Participant will be allowed to obtain services from another

service provider

that

international customers the

choice to pay in their own currency or USD With DCC businesses will accept foreign MasterCard and Visa cards at the POS in traditional face to

face transactions as well as in

53 of 61

cardnot present CNP environments

Dynamic Currency Conversion

Implementation is 2 3 weeks after receipt of request download to terminal required for POS installations Note the deliverable timeframe is based on an

Vendor has

implemented the product 2 3 weeks after receipt of request download to terminal required for POS installations DCC

order of 1 10 set ups

2

3 weeks after of request

If the Vendor is not able to

receipt download to terminal required

fully support Dynamic Currency Conversion the Participant will be allowed to

for POS

obtain servcies from another

installations

service provider

Continuous

If Vendor has not met the

larger group orders to be implemented at mutually agreed upon timeframe

PayPoint

Vendor will

provide Customer

with a payment administration solution that allows Customer to

provided a solution for a gateway for multiple

Vendor has

payment solutions

internet based gateway to manage consumer payments and payment transaction data initiated and submitted via in use an

point ofsale payment kiosk web based applications customer representative assisted

person

calls

requirement in full a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon Resolution If the Vendor is

interactive voice response IVW channels The

not able to support PayPoint services the Participant will

PayPoint Services will enable Customer to i consolidate

be allowed to obtain services

or

from another service provider

payment output files with the PayPoint Services posting s ii review Consumer file

payment reporting iii perform detailed Consumer payment

54 of 61

research related to status date tracking time tracking successful or negative payment

results and payment reconciliation iv review Consumer payment authorization and return

processing information v perform Consumer payment void and refund processing vi track Consumer payment chargeback and settlement

activity vii apply notes to specific Consumer payments or transactions viii process single recurring or ad hoc Consumer payments ix set up access and manage multiple individual Consumer accounts and x add certain Customer personalization e g Customer

specific logo color theme or text to Customer and s website and or NR defined below if hosted or provided by BAMS Dependent on Agency

depth of integration and resource constraints and

requests for custom development

55 of 61

7 PayPoint

1 101

OunnWN116111

Implementation is a minimum and can take up to 6 months after receipt of Request of 4 weeks Form

Vendor has implemented the PayPoint product no more than 6 months after receipt of Merchant signed Request Form

7 No

more

than 6

months after

receipt of Request Form

11Wn11W1 W111K111kMK1

If Vendor has not met the

requirement in full a corrective action plan will be created by the Vendor s client

team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon Resolution If the Vendor is

not able to support PayPoint services the Participant will be allowed to obtain services

from another service provider TransArmor

The

TransArmor Services will provide Customer with a encryption of pointofsale data including historical transaction data card number and track 1 and track 2 magnetic stripe data related to payments or non monetary electronic transactions e g loyalty transactions when such data is uploaded and sent to BAMS for

The Vendor will provide the service as agreed to and signed per the Merchant Request Form

agreed to and signed by the

If Vendor has not met the

Vendor and Customer in the

corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval

As

optional MSA

requirement in full a

The action plan will provide for a mutually agreed upon Resolution If the Vendor is

not able to support

processing and b tokenization

Transarmor services the

of the authorization response

Participant will be allowed to

56 of 61

that BAMS

provides to

obtain services from another

Customer in connection with

service provider

processing the poi ntofsale or non monetary electronic transaction data Customer

submits by converting and replacing BAMS authorization response data with a token value a Token BAMS will provide Customer with an

encryption key that must be used to encrypt Card data upon upload for transmission to BAMS in connection with the TransArmor Services TransArmor

Merchant Account Entitlement will be activated 5

days

after the

7 Business

Request

been received

Form has

Merchant Account Entitlement 7 Business will be activated 5 after the Merchant days signed Request Form has been

received

5

7 Business

days after the Request Form has been received

If Vendor has not met the

requirement in full a

corrective action plan will be created by the Vendor s client team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon Resolution If the Vendor is

not able to support Transarmor services the

Participant will be allowed to obtain services from another

service provider

57 of 61

TeleCheck

TeleCheck will provide Subscriber with its Internet Check Acceptance ICA electronic check based payment processing servcies that allow Consumers to initiate a payment via the Internet as an electronic fund transfer and accompanying warranty services ICA Services TeleCheck will

The Vendor will

service

as

agreed

provide the to and signed

by the Vendor and Subscriber in the TeleCheck Agreements

agreed to and signed by the

As

Vendor and Subscriber in the TeleCheck

Agreements

If the Vendor is not able to

fully support Internet eCheck guarantee services the Participant will be allowed to obtain services from another

service provider Delivery SLA is for one to five set ups Larger volume requests will be mutually agreed upon for fulfillment timefcames

credit each Warranty Transaction processed under this Agreement via electronic

fund transfer as part of a batch credit to Subscriber s account

implemented days after of the receipt Request Form for

Vendor has implemented the services 7 10 business days

7 10 business

after

the Welcome Email with set up instructions to be sent to the Merchant

Form for the Welcome Email with set up instructions to be sent to the Merchant

of the Request Form for the

Services

Telecheck

are

to

be

7 10 business

receipt of the Request

days

after

receipt

Welcome Email with set up instructions to be sent to the Merchant

If the Vendor is not able to

fully support Internet eCheck guarantee services the Participant will be allowed to obtain services from another

service provider Delivery SLA is for one to five set ups Larger volume requests will be mutually agreed upon for fulfillment timeframes

MobilePay

Vendor will provide MobilePay Services in connection with the Wireless Services BAMS

provides

The Vendor will provide the service as agreed to with Merchant signed Request Form

The

As agreed to by the Vendor and

If the vendor has not met the

Customer in the

requirement in full a corrective action plan will be created by the Vendor s client

optional MobilePay

MobilePay Services will provide Customer

58 of 61

with

Addendum to the

mobile payment gateway that enables Customer to use a Wireless Services compatible web enabled mobile device with a data plan and web access

to a

MSA

team at their expense and presented to the Department or Participant for approval The action plan will provide for a mutually agreed upon resolution

browser

capable of processing XHTML Mobile Profile pages in order to a log onto a secure website application b enter certain consumer credit card transaction information for

which it is prompted c submit the transaction information to BAMS for

processing d receive an authorization or decline

message for transactions submitted to BAMS for

processing e receive an electronic receipt for authorized transactions and f send such electronic receipt to the consumer e mail address es after the transaction is complete

MobilePay

Implementation is 7 10 days after request

Business

Form Received

Card Reader

and Welcome Email to be

Vendor has

7

implemented the

Signed Request Form

Card

Form

provided to the Merchant in

Reader and Welcome Email to

addition to the set up of the Merchant ID if needed which

be

provided

to the Merchant

addition to the set up of the

59 of 61

10 business

days after receipt of the Request

services 7 10 business days after receipt of the Merchant

in

Card

Reader and

Welcome Email to be

provided to the

If the vendor has not met the

requirement in full a corrective action plan will be created by the Vendor s client team at their expense and presented to the Department

WIIIIIIIIIIIIIIIII

can be an additional 7 10 business days

NINE

Malin

Merchant ID if needed

which

be an additional 7 10 business days

can

Merchant

in

addition to the set up of the Merchant ID if needed

which can be an additional 7 10

business days

60 of 61

or Participant for approval The action plan will provide for a mutually agreed upon resolution

61 of 61

State of Florida PUR 1000

General Contract Conditions onten C ts

1 Definitions

2 Purchase Orders 3 Product Version

4 Price Changes Applicable only to Term Contracts 5 Additional Quantities 6 Packaging 7 Inspection at Contractor s Site 8 Safety Standards 9 Americans with Disabilities Act 10 Literature

11 Transportation and Delivery 12 Installation 13 Risk of Loss 14 Transaction Fee

15 Invoicing and Payment 16 Taxes

17 Governmental Restrictions

18 Lobbying and Integrity 19 Indemnification

20 Limitation of Liability 21 Suspension of Work 22 Termination for Convenience 23 Termination for Cause

24 Force Majeure Notice of Delay and No Damages for Delay 25 Changes

26 Renewal

27 Purchase Order Duration

28 Advertising 29 Assignment 30 Antitrust Assignment 31 Dispute Resolution

32 Employees Subcontractors and Agents 33 Security and Confidentiality

34 Contractor Employees Subcontractors and Other Agents 35 Insurance Requirements

36 Warranty of Authority 37 Warranty of Ability to Perform 38 Notices

39 Leases and Installment Purchases

40 Prison Rehabilitative Industries and Diversified Enterprises Inc PRIDE PUR 1000

06 10

60A 1 C A 002 F

1

41 Products Available from the Blind or Other Handicapped 42 Modification of Terms

43 Cooperative Purchasing 44 Waiver

45 Annual Appropriations 46 Execution in Counterparts 47 Severability

1 Definitions The definitions contained in s 60A1 001 F C shall apply to this A agreement The following additional terms are also defined

a Contract means the legally enforceable agreement that results from a successful solicitation The parties to the Contract will be the Customer and Contractor

b Customer means the State agency or other entity identified in a contract as the party to receive commodities or contractual services pursuant to a contract or that orders commodities or contractual services via purchase order or other contractual instrument

from the Contractor under the Contract The Customer may also be the Buyer as defined in the PUR 1001 if it meets the definition of both terms

c Product means any deliverable under the Contract which may include commodities services technology or software

d Purchase order means the form or format a Customer uses to make a purchase under the Contract e g a formal written purchase order electronic purchase order procurement card contract or other authorized means

2 Purchase Orders In contracts where commodities or services are ordered by the Customer via purchase order Contractor shall not deliver or furnish products until a Customer transmits

a

purchase

order

All purchase orders shall bear the Contract or

solicitation number shall be placed by the Customer directly with the Contractor and shall be deemed to incorporate by reference the Contract and solicitation terms and conditions Any discrepancy between the Contract terms and the terms stated on the s order form confirmation or acknowledgement shall be resolved in favor of Contractor terms most favorable to the Customer A purchase order for services within the ambit of

section 287 1 of the Florida Statutes shall be deemed to incorporate by reference the 058 requirements of subparagraphs a through f thereof Customers shall designate a contract manager and a contract administrator as required by subsections 287 15 and 057 16 of the Florida Statutes

3 Product Version Purchase orders shall be deemed to reference a manufacturer s most

recently release model or version of the product at the time of the order unless the Customer specifically requests in writing an earlier model or version and the contractor is willing to provide such model or version

PUR 1000

06 10

C A 60A 1 002 F

2

4 Price Changes Applicable only to Term Contracts If this is a term contract for commodities or services the following provisions apply a Quantity Discounts Contractors are urged to offer additional discounts for one time

delivery of large single orders Customers should seek to negotiate additional concessions on quantity purchases of any products offered under the Contract

price State

Customers shall document their files accordingly

b Best Pricing Offer During the Contract term if the Customer becomes aware of

better pricing offered by the Contractor for substantially the same or a smaller quantity of a product outside the Contract but upon the same or similar terms ofthe Contract then at

the discretion of the Customer the price under the Contract shall be immediately reduced

to the lower price

c Sales Promotions In addition to decreasing prices for the balance ofthe Contract term

due to a change in market conditions a Contractor may conduct sales promotions involving price reductions for a specified lesser period A Contractor shall submit to the

Contract Specialist documentation identifying the proposed 1 starting and ending dates Of the promotion 2 products involved and 3 promotional prices compared to then authorized prices

Promotional

prices

shall be available to all Customers

approval the Contractor shall provide conspicuous notice ofthe promotion

Upon

d TradeIn Customers may tradein equipment when making purchases from the Contract A tradein shall be negotiated between the Customer and the Contractor

Customers are obligated to actively seek current fair market value when trading equipment and to keep accurate records of the process For State agencies it may be necessary to provide documentation to the Department of Financial Services and to the agency property custodian pursuant to Chapter 273 F S

e Equitable Adjustment The Customer may in its sole discretion make an equitable adjustment in the Contract terms or pricing if pricing or availability of supply is affected by extreme and unforeseen volatility in the marketplace that is by circumstances that satisfy all the following criteria 1 the volatility is due to causes wholly beyond the s control 2 the volatility affects the marketplace or industry not just the Contractor particular Contract source of supply 3 the effect on pricing or availability of supply is substantial and 4 the volatility so affects the Contractor that continued performance of

the Contract would result in a substantial loss

5 Additional Quantities For a period not exceeding ninety 90 days from the date of

solicitation award the Customer reserves the right to acquire additional quantities up to the amount shown on the solicitation but not to exceed the threshold for Category Two at

the prices submitted in the response to the solicitation

6 Packaging Tangible product shall be securely and properly packed for shipment

storage and stocking in appropriate clearly labeled shipping containers and according to

PUR 1000

06 10

60A 1 C A 002 F

3

accepted commercial practice without extra charge for packing materials cases or other types of containers All containers and packaging shall become and remain Customer s property

7 Inspection at Contractor s Site The Customer reserves the right to inspect at any reasonable time with prior notice the equipment or product or plant or other facilities of a Contractor to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance 8

Safety

Standards

All manufactured items and fabricated assemblies subject to

operation under pressure operation by connection to an electric source or operation involving connection to a manufactured natural or LP gas source shall be constructed and approved in a manner acceptable to the appropriate State inspector Acceptability customarily requires at a minimum identification marking of the appropriate safety standard organization where such approvals of listings have been established for the type of device offered and furnished for example the American Society of Mechanical Engineers for pressure vessels the Underwriters Laboratories and or National Electrical Manufacturers Association for electrically operated assemblies and the American Gas Association for gas operated assemblies In addition all items furnished shall meet all

applicable requirements of the Occupational Safety and Health Act and state and federal requirements relating to clean air and water pollution

9 Americans with Disabilities Act Contractors should identify any products that may be used or adapted for use by visually hearing or other physically impaired individuals 10 Literature Upon request the Contractor shall furnish literature reasonably related to the product offered for example user manuals price schedules catalogs descriptive brochures etc

11 Transportation and Delivery Prices shall include all charges for packing handling freight distribution and inside delivery Transportation of goods shall be FOB Destination to any point within thirty 30 days after the Customer places an Order A Contractor within five 5 days after receiving a purchase order shall notify the Customer of any potential delivery delays Evidence of inability or intentional delays shall be cause for Contract cancellation and Contractor suspension 12 Installation

Where installation is required Contractor shall be responsible for placing and installing the product in the required locations at no additional charge unless otherwise designated on the Contract or purchase order Contractor s authorized product and price list shall clearly and separately identify any additional installation charges All materials used in the installation shall be of good quality and shall be free of defects that would diminish the appearance of the product or render it structurally or operationally unsound Installation includes the furnishing of any equipment rigging and materials required to install or replace the product in the proper location Contractor shall protect the site from damage and shall repair damages or injury caused during installation by PUR 1000

06 10

60A 1 C A 002 F

4

Contractor or its employees or agents If any alteration dismantling excavation etc is

required to achieve installation the Contractor shall promptly restore the structure or site to its original condition Contractor shall perform installation work so as to cause the

least inconvenience and interference with Customers and with proper consideration of

others on site Upon completion of the installation the location and surrounding area of work shall be left clean and in a neat and unobstructed condition with everything in satisfactory repair and order

13 Risk of Loss Matters of inspection and acceptance are addressed in s 215 422 F S

Until acceptance risk of loss

or

damage shall

remain with the Contractor

The

Contractor shall be responsible for filing processing and collecting all damage claims To assist the Contractor with damage claims the Customer shall record any evidence of

visible damage on all copies of the delivering carrier s Bill of Lading report damages to

the carrier and the Contractor and provide the Contractor with a copy ofthe carrier s Bill of Lading and damage inspection report When a Customer rejects a product Contractor

shall remove it from the premises within ten days after notification or rejection Upon

rejection notification the risk of loss of rejected or non conforming product shall remain

with the Contractor Rejected product not removed by the Contractor within ten days shall be deemed abandoned by the Contractor and the Customer shall have the right to

dispose of it as its own property Contractor shall reimburse the Customer for costs and expenses incurred in storing or effecting removal or disposition ofrejected product 14 Transaction Fee The State of Florida has instituted MyFloridaMarketPlace a statewide eProcurement System System

Pursuant to section 287 23 Florida 057

Statutes 2002 all payments shall be assessed a Transaction Fee of one percent 1 01 6 which the Contractor shall pay to the State unless exempt pursuant to 60A 1 032 F C A For payments within the State accounting system FLAIR or its successor the Transaction Fee shall when possible be automatically deducted from payments to the Contractor If automatic deduction is not possible the Contractor shall pay the Transaction Fee pursuant to Rule 60A1 031 F 2 C By submission of these reports A and corresponding payments Contractor certifies their correctness All such reports and

payments shall be subject to audit by the State or its designee

Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the

purchase of any item s if such items are returned to the Contractor through no fault

act or omission of the Contractor Notwithstanding the foregoing a Transaction Fee is non refundable when an item is rejected or returned or declined due to the Contractor s

failure to perform or comply with specifications or requirements ofthe agreement Failure to comply with these requirements shall constitute grounds for declaring the

Contractor in default and recovering reprocurement costs from the Contractor in addition all

to

outstanding

fees

CONTRACTORS

DELINQUENT

IN

PAYING

TRANSACTION FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF

MLANAGEMENT

PROVIDED IN RULE 60A1 006 F C A

SERVICES

VENDOR

LIST

AS

15 Invoicing and Payment Invoices shall contain the Contract number purchase order number if applicable and the appropriate vendor identification number The State may PUR 1000 06 10 60A 1 C A 002 F

5

require any other information from the Contractor that the State deems necessary to verify any purchase order placed under the Contract At the State s option Contractors may be required to invoice electronically pursuant to guidelines of the Department of Management Services Current guidelines require that Contractor supply electronic invoices in lieu of paperbased invoices for those transactions processed through the system Electronic invoices shall be submitted to the Customer through the Ariba Supplier Network ASN in one of the following mechanisms

EDI 810 cXML or webbased invoice entry within the ASN

Payment shall be made in accordance with sections 215 422 and 287 0585 of the Florida Statutes which govern time limits for payment of invoices Invoices that must be returned to a Contractor due to preparation errors will result in a delay in payment Contractors may call 850 4137269 Monday through Friday to inquire about the status of payments by State Agencies The Customer is responsible for all payments under the Contract A Customer s failure to pay or delay in payment shall not constitute a breach of the Contract and shall not relieve the Contractor of its obligations to the Department or to other Customers

16 Taxes The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees wages Any exceptions to this paragraph shall be explicitly noted by the Customer in the special contract conditions section of the solicitation or in the Contract or purchase order 17 Governmental Restrictions

If the Contractor believes that any governmental restrictions have been imposed that require alteration of the material quality workmanship or performance of the products offered under the Contract the Contractor shall immediately notify the Customer in writing indicating the specific restriction The Customer reserves the right and the complete discretion to accept any such alteration or to cancel the Contract at no further expense to the Customer

18 Lobbying and Integrity Customers shall ensure compliance with Section 11 062 FS and Section 216 347 FS The Contractor shall not in connection with this or any other agreement with the State directly or indirectly 1 offer confer or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee s decision opinion recommendation vote other exercise of discretion or violation of a

known legal duty or 2 offer give or agree to give to anyone any gratuity for the benefit of or at the direction or request of any State officer or employee For purposes of clause 2 gratuity means any payment of more than nominal monetary value in the form of cash travel entertainment gifts meals lodging loans subscriptions advances deposits of money services employment or contracts of any kind Upon request of the s Inspector General or other authorized State official the Contractor shall Customer

provide any type of information the Inspector General deems relevant to the Contractor s integrity or responsibility Such information may include but shall not be limited to the s business or financial records documents or files of any type or form that Contractor

refer to or relate to the Contract The Contractor shall retain such records for the longer of 1 three years after the expiration of the Contract or 2 the period required by the PUR 1000

06 10

60A 1 C A 002 F

6

General Records Schedules maintained by the Florida Department of State available at

httn dlisdos state fl usbatm e

htm gensched wAWules

The Contractor agrees to

reimburse the State for the reasonable costs of investigation incurred by the Inspector

General or other authorized State official for investigations of the Contractor s compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor Such costs shall

include but shall not be limited to salaries of investigators including overtime travel

and lodging expenses and expert witness and documentary fees The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor s suspension or debarment

19 Indemnification The Contractor shall be fully liable for the actions of its agents

employees partners or subcontractors and shall fully indemnify defend and hold

harmless the State and Customers and their officers agents and employees from suits actions damages and costs of every name and description including attorneys fees arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor its agents employees partners or subcontractors provided however that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or a Customer Further the Contractor shall fully indemnify defend and hold harmless the State and

Customers from any suits actions damages and costs of every name and description including attorneys fees arising from or relating to violation or infringement of a trademark copyright patent trade secret or intellectual property right provided however that the foregoing obligation shall not apply to a Customer s misuse or modification of Contractor s products or a Customer s operation or use of Contractor s

products in a manner not contemplated by the Contract or the purchase order If any product is the subject of an infringement suit or in the Contractor s opinion is likely to become the subject of such a suit the Contractor may at its sole expense procure for the Customer the right to continue using the product or to modify it to become non infringing If the Contractor is not reasonably able to modify or otherwise secure the

Customer the right to continue using the product the Contractor shall remove the product and refund the Customer the amounts paid in excess of a reasonable rental for past use

The customer shall not be liable for any royalties

The Contractor s obligations under the preceding two paragraphs with respect to any

legal action are contingent upon the State or Customer giving the Contractor 1 written

notice of any action or threatened action 2 the opportunity to take over and settle or

defend such action at Contractor s sole expense and 3 assistance in defending the action any s sole expense Contractor at

The Contractor shall not be liable for any cost

expense or compromise incurred or made by the State or Customer in any legal action

without the Contractor s prior written consent which shall not be unreasonably withheld 20 Limitation of Liability For all claims against the Contractor under any contract or

Purchase order and regardless of the basis on which the claim is made the Contractor s liability under a contract or purchase order for direct damages shall be limited to the PUR 1000

06 10

60A 1 C A 002 F

7

i

greater of 100 000 the dollar amount ofthe contract or purchase order or two times the charges rendered by the Contractor under the purchase order This limitation shall not

apply to claims arising under the Indemnity paragraph contain in this agreement

Unless otherwise specifically enumerated in the Contract or in the purchase order no party shall be liable to another for special indirect punitive or consequential damages including lost data or records unless the contract or purchase order requires the Contractor to backup data or records even if the party has been advised that such damages are possible No party shall be liable for lost profits lost revenue or lost institutional

operating savings

The State and Customer may in addition to other

remedies available to them at law or equity and upon notice to the Contractor retain such

monies from amounts due Contractor as may be necessary to satisfy any claim for damages penalties costs and the like asserted by or against them The State may set off

any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State

21 Suspension of Work The Customer may in its sole discretion suspend any or all activities under the Contract or purchase order at any time when in the best interests of

the State to do so The Customer shall provide the Contractor written notice outlining the

particulars of suspension Examples of the reason for suspension include but are not limited to budgetary constraints declaration of emergency or other such circumstances After receiving a suspension notice the Contractor shall comply with the notice and shall not accept any purchase orders Within ninety days or any longer period agreed to by the

Contractor the Customer shall either 1 issue a notice authorizing resumption of work at which time activity shall resume or 2 terminate the Contract or purchase order Suspension of work shall not entitle the Contractor to any additional compensation 22 Termination for Convenience The Customer by written notice to the Contractor may terminate the Contract in whole or in part when the Customer determines in its sole

discretion that it is in the State s interest to do so The Contractor shall not furnish any product after it receives the notice of termination except as necessary to complete the continued portion of the Contract if any The Contractor shall not be entitled to recover any cancellation charges or lost profits

23 Termination for Cause The Customer may terminate the Contract if the Contractor

fails to 1 deliver the product within the time specified in the Contract or any extension 2 maintain adequate progress thus endangering performance of the Contract 3 honor any term of the Contract or 4 abide by any statutory regulatory or licensing requirement Rule 60A 3 006 F 1 C governs the procedure and consequences of A default The Contractor shall continue work on any work not terminated Except for defaults of subcontractors at any tier the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control and without the fault or negligence of the Contractor Ifthe failure to perform is

caused by the default of a subcontractor at any tier and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor and without

the fault or negligence of either the Contractor shall not be liable for any excess costs for PUR 1000 10 06 60A1 C A 002 F

g

failure to perform unless the subcontracted products were obtainable from other sources in sufficient time for the Contractor to meet the

required delivery schedule If after

termination it is determined that the Contractor was not in default or that the default was excusable the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Customer The rights and remedies of the

Customer in this clause are in addition to any other rights and remedies provided by law

or under the Contract

24 Force Majeure Notice of Delay and No Damages for Delay The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor

the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God wars acts ofpublic enemies strikes fires floods or other similar cause wholly beyond the Contractor s control or for any ofthe foregoing

that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor In case of any delay the Contractor believes is excusable the Contractor shall notify the Customer in writing ofthe delay or potential delay and describe the cause

of the delay either 1 within ten 10 days after the cause that creates or will create the delay first arose if the Contractor could reasonably foresee that a delay could occur as a result or 2 if delay is not reasonably foreseeable within five 5 days after the date the Contractor first had reason to believe that a delay could result THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY

Providing notice in strict accordance with this

paragraph is a condition precedent to such remedy No claim for damages other than for an extension of time shall be asserted against the Customer The Contractor shall not be entitled to an increase in the Contract price or payment ofany kind from the Customer for

direct indirect consequential impact or other costs expenses or damages including but not limited to costs of acceleration or inefficiency arising because of delay disruption interference or hindrance from any cause whatsoever If performance is suspended or delayed in whole or in part due to any of the causes described in this paragraph after the

causes have ceased to exist the Contractor shall perform at no increased cost unless the

Customer determines in its sole discretion that the delay will significantly impair the value of the Contract to the State or to Customers in which case the Customer may 1

accept allocated performance or deliveries from the Contractor provided that the Contractor grants preferential treatment to Customers with respect to products subjected to allocation or 2 purchase from other sources without recourse to and by the Contractor for the related costs and expenses to replace all or part of the products that are the subject of the delay which purchases may be deducted from the Contract

quantity or 3 terminate the Contract in whole or in part

25 Changes The Customer may unilaterally require by written order changes altering adding deducting from the Contract specifications provided that such changes are within to the orgeneral scope of the Contract The Customer may make an equitable

adjustment in the Contract price or delivery date if the change affects the cost or time of

performance Such equitable adjustments require the written consent of the Contractor which shall not be unreasonably withheld If unusual quantity requirements arise the Customer may solicit separate bids to satisfy them

PUR 1000

06 10

60A 1 C A 002 F

q

26 Renewal Upon mutual agreement the Customer and the Contractor may renew the Contract in whole or in part for a period that may not exceed 3 years or the term of the

contract whichever period is longer Any renewal shall specify the renewal price as set forth in the solicitation response The renewal must be in writing and signed by both parties and is contingent upon satisfactory performance evaluations and subject to availability of funds

27 Purchase Order Duration

Purchase orders issued pursuant to a state term or agency contract must be received by the Contractor no later than close of business on thee

last day of the contract s term to be considered timely The Contractor is obliged to fill

those orders in accordance with the contract s terms and conditions Purchase orders

received by the contractor after close of business on the last day of the state tern or agency contract s tern shall be considered void

Purchase orders for a onetime delivery of commodities or performance of contractual services shall be valid through the performance by the Contractor and all terms and conditions

of the

state

term

agency contract shall apply performance and shall survive the termination of the Contract delivery or

to

the

single

Contractors are required to accept purchase orders specifying delivery schedules exceeding the contracted schedule even when such extended delivery will occur after expiration of the state term or agency contract For example if a state term contract calls

for delivery 30 days after receipt of order ARO and an order specifies delivery will

occur both in excess of 30 days ARO and after expiration of the state tern contract the

Contractor will accept the order However if the Contractor expressly and in writing

notifies the ordering office within ten 10 calendar days of receipt of the purchase order that Contractor will not accept the extended delivery terms beyond the expiration of the state term contract then the purchase order will either be amended in writing by the

ordering entity within ten 10 calendar days of receipt of the contractor s notice to reflect the state tern contract delivery schedule or it shall be considered withdrawn

The duration of purchase orders for recurring deliveries of commodities or performance of services shall not exceed the expiration of the state term or agency contract by more

than twelve months However if an extended pricing plan offered in the state term or

agency contract is selected by the ordering entity the contract terms on pricing plans and

renewals shall govern the maximum duration of purchase orders reflecting such pricing

plans and renewals

Timely purchase orders shall be valid through their specified term and performance by

the Contractor and all terns and conditions of the state term or agency contract shall

apply to the recurring deliveryperformance as provided herein and shall survive the termination of the Contract

PUR 1000 10 06 60A 1 C A 002 F

10

Ordering offices shall not renew a purchase order issued pursuant to a state term or agency contract if the underlying contract expires prior to the effective date of the

renewal

28

Advertising

Subject to Chapter 119 Florida Statutes the Contractor shall not

publicly disseminate any information concerning the Contract without prior written approval from the Customer including but not limited to mentioning the Contract in a

press release or other promotional material identifying the Customer or the State as a

reference or otherwise linking the Contractor s name and either a description of the Contract or the name of the State or the Customer in any material published either in print or electronically to any entity that is not a party to Contract except potential or actual authorized distributors dealers resellers or service representative

29 Assignment The Contractor shall not sell assign or transfer any of its rights duties or obligations under the Contract or under any purchase order issued pursuant to the Contract without the prior written consent of the Customer In the event of any assignment the Contractor remains secondarily liable for performance of the contract

unless the Customer expressly waives such secondary liability The Customer may assign

the Contract with prior written notice to Contractor of its intent to do so

30 Antitrust Assignment The Contractor and the State of Florida recognize that in actual economic practice overcharges resulting from antitrust violations are in fact

usually borne by the State of Florida Therefore the contractor hereby assigns to the State of Florida any and all claims for such overcharges as to goods materials or services

purchased in connection with the Contract

31 Dispute Resolution Any dispute concerning performance of the Contract shall be decided by the Customer s designated contract manager who shall reduce the decision to writing and serve a copy on the Contractor The decision shall be final and conclusive unless within twenty one 21 days from the date of receipt the Contractor files with the

Customer a petition for administrative hearing The Customer s decision on the petition shall be final subject to the s Contractor right to review pursuant to Chapter 120 of the Florida Statutes Exhaustion of administrative remedies is an absolute condition

precedent to the Contractor s ability to pursue any other form of dispute resolution provided however that the parties may employ the alternative dispute resolution

procedures outlined in Chapter 120

Without limiting the foregoing the exclusive venue of any legal or equitable action that

arises out ofor relates to the Contract shall be the appropriate state court in Leon County Florida in any such action Florida law shall apply and the parties waive any right to jury trial 32

Employees

Subcontractors

and

Agents

All

Contractor

employees

subcontractors or agents performing work under the Contract shall be properly trained technicians who meet exceed or

any

specified training qualifications

Upon request

Contractor shall furnish a copy of technical certification or other proof of qualification PUR 1000

1006

60A 1 C A 002 F

11

All employees subcontractors or agents performing work under the Contract must comply with all security and administrative requirements of the Customer and shall comply with all controlling laws and regulations relevant to the services they are providing under the Contract The State may conduct and the Contractor shall cooperate in a security background check or otherwise assess any employee subcontractor or agent furnished by the Contractor

The State may refuse access to or require

replacement oil any personnel for cause including but not limited to technical or training qualifications quality of work change in security status or non compliance with a Customer s security or other requirements Such approval shall not relieve the Contractor of its obligation to perform all work in compliance with the Contract The State may reject and bar from any facility for cause any of the Contractor s employees subcontractors or agents

33 Security and Confidentiality The Contractor shall comply fully with all security procedures of the United States State of Florida and Customer in performance of the Contract The Contractor shall not divulge to third parties any confidential information

obtained by the Contractor or its agents distributors resellers subcontractors officers or employees in the course of performing Contract work including but not limited to security procedures business operations information or commercial proprietary information in the possession of the State or Customer The Contractor shall not be required to keep confidential information or material that is publicly available through no fault of the Contractor material that the Contractor developed independently without

relying on the State s or Customer s confidential information or material that is otherwise obtainable under State law as a public record To insure confidentiality the

Contractor shall take appropriate steps as to its personnel agents and subcontractors The warranties of this paragraph shall survive the Contract Contractor Employees Subcontractors and Other Agents The Customer and the 34 State

shall

take

all actions necessary to ensure that Contractor s employees

subcontractors and other agents are not employees of the State of Florida Such actions include but are not limited to ensuring that Contractor s employees subcontractors and other agents receive benefits and necessary insurance health workers compensations and unemployment from an employer other than the State of Florida 35 Insurance Requirements During the Contract term the Contractor at its sole expense shall provide commercial insurance of such a type and with such terms and limits as may be reasonably associated with the Contract Providing and maintaining adequate insurance coverage is a material obligation of the Contractor Upon request the Contractor shall provide certificate of insurance The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor s liability and obligations under the Contract All insurance policies shall be through insurers authorized or eligible to write policies in Florida 36 Warranty of Authority Each person signing the Contract wan ants that he or she is duly authorized to do so and to bind the respective party to the Contract

PUR 1000

06 10

C A 60A 1 002 F

12

37 Warranty of Ability to Perform The Contractor warrants that to the best of its

knowledge there is no pending or threatened action proceeding or investigation or any

other legal or financial condition that would in any way prohibit restrain or diminish the Contractor ability to satisfy its Contract obligations The Contractor warrants that s

neither it nor any affiliate is currently on the convicted vendor list maintained pursuant to section 287 133 of the Florida Statutes or on any similar list maintained by any other state or the federal government The Contractor shall immediately notify the Customer in writing if its ability to perform is compromised in any manner during the term of the Contract 38 Notices All notices required under the Contract shall be delivered by certified mail b

return

receipt

req uested

Y

reputable air

courier

ry ce service

or

by

delivery to the

agency designee identified in the original solicitation or as otherwise identified by the Customer Notices to the Contractor shall be delivered to the person who signs the Contract Either designated recipient may notify the other in writing if someone else is

designated to receive notice

39 Leases and Installment Purchases Prior approval of the Chief Financial Officer as deemed in Section 17 001 F S is required for State agencies to enter into or to extend

any lease or installment purchase agreement in excess of the Category Two amount

established by section 287 017 of the Florida Statutes

40 Prison Rehabilitative Industries and Diversified Enterprises Inc PRIDE Section 946 2 F 515 S requires the following statement to be included in the

solicitation It is expressly understood and agreed that any articles which are the subject of or required to carry out the Contract shall be purchased from the corporation identified under Chapter 946 of the Florida Statutes PRIDE in the same manner and

under the same procedures set forth in section 946 2 and 4 of the Florida Statutes 515 and for purposes of the Contract the person firm or other business entity carrying out the provisions of the Contract shall be deemed to be substituted for the agency insofar as dealings with such corporation are concerned Additional information about PRIDE and

the products it offers is available at hM com pridefl www

41 Products Available from the Blind or Other Handicapped Section 413 3 036 F requires the following statement to be included in the solicitation It is expressly S understood and agreed that any articles that are the subject of or required to carry out this contract shall be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is qualified pursuant to Chapter 413 Florida Statutes in the same

manner and under the same procedures set forth in section 413 1 and 2 Florida 036 Statutes and for purposes of this contract the person firm or other business entity

carrying out the provisions ofthis contract shall be deemed to be substituted for the State agency insofar as dealings with such qualified nonprofit agency are concerned

Additional information about the designated nonprofit agency and the products it offers is available at httn org respectoillorida www

42 Modification of Terms The Contract contains all the terms and conditions agreed

upon by the parties which terms and conditions shall govern all transactions between the

Customer and the Contractor The Contract may only be modified or amended upon

PUR 1000 10 06 60A 1 C A 002 F

13

mutual written agreement of the Customer and the Contractor No oral agreements or representations shall be valid or binding upon the Customer or the Contractor No alteration or modification of the Contract terms including substitution of product shall be valid or binding against the Customer The Contractor may not unilaterally modify the terms of the Contract by affixing additional terms to product upon delivery e g attachment or inclusion of standard preprinted forms product literature shrink wrap terms accompanying or affixed to a product whether written or electronic or by incorporating such terms onto the Contractor s order or fiscal forms or other documents forwarded by the Contractor for payment The Customer s acceptance of product or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions

43 Cooperative Purchasing Pursuant to their own governing laws and subject to the agreement of the Contractor other entities may be permitted to make purchases at the terms and conditions contained herein Non Customer purchases are independent of the agreement between Customer and Contractor and Customer shall not be a party to any transaction between the Contractor and any other purchaser State agencies wishing to make purchases from this agreement are required to follow the provisions of s 287 aF 16 042 S This statute requires the Department of Management Services to determine that the requestor s use of the contract is cost effective and in the best interest of the State

44 Waiver The delay or failure by the Customer to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Customer s right thereafter to enforce those rights nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right 45 Annual Appropriations The State s performance and obligation to pay under this contract are contingent upon an annual appropriation by the Legislature

46 Execution in Counterparts The Contract may be executed in counterparts each of which shall be an original and all of which shall constitute but one and the same instrument

47 Severability If a court deems any provision of the Contract void or unenforceable that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect

PUR 1000

06 10

60A 1 C A 002 F

14

State of Florida PUR 1001

General Instructions to Respondents Conten 1 Definitions 2 General Instructions

3 Electronic Submission of Responses 4 Terms and Conditions

5 Questions 6 Conflict of Interest 7 Convicted Vendors

8 Discriminatory Vendors P 9 Respondent s Representation P and Authorization

10 Manufacturer s Name and Approved Equivalents 11 Performance Qualifications 12 Public Opening 13 Electronic Posting of Notice of Intended Award 14 Firm Response 15 Clarifications Revisions

16 Minor Irregularities Right to Reject 17 Contract Formation

18 Contract Overlap 19 Public Records 20 Protests

21 Limitation on Vendor Contact with Agency During Solicitation Period

1 Definitions The definitions found in s 60A1 001 F C shall apply to this A

agreement The following additional terms are also defined

a Buyer means the entity that has released the solicitation The Buyer may also be

the Customer as defined in the PUR 1000 ifthat entity meets the definition of both terms

b Procurement Officer means the Buyees contracting personnel as identified in the Introductory Materials

c these Respondent means the entity that submits materials to the Buyer in accordance with Instructions

d solicitation Response means the material submitted by the respondent in answering the

e Materials Timeline means the list of critical dates and actions included in the Introductory 2 General Instructions

Potential respondents to the solicitation are encouraged to

carefully review all the materials contained herein and prepare responses accordingly PUR

06 10 1001

60A 7 C A 002 F 1

1

3 Electronic Submission of Responses Respondents are required to submit responses electronically For this purpose all references herein to signatures signing requirements or other required acknowledgments hereby include electronic signature by means of clicking the Submit Response button or other similar symbol or process attached to or logically

associated

with

the

response

created

by

the

respondent

within

MyFloridaMarketPlace The respondent agrees that the action of electronically submitting its response constitutes

an electronic signature on the response generally

an electronic signature on any form or section specifically calling for a signature and

an affirmative agreement to any statement contained in the solicitation that

requires a definite confirmation or acknowledgement 4 Terms and Conditions

All responses are subject to the terms of the following sections of this solicitation which in case of conflict shall have the order of precedence listed

Technical Specifications Special Conditions and Instructions

Instructions to Respondents PUR 1001 General Conditions PUR 1000 and Introductory Materials

The Buyer objects to and shall not consider any additional terms or conditions submitted

by a respondent including any appearing in documents attached as part of a respondent s

response In submitting its response a respondent agrees that any additional terms or conditions whether submitted intentionally or inadvertently shall have no force or effect Failure to comply with terms and conditions including those specifying information that must be submitted with a response shall be grounds for rejecting a response 5 Questions Respondents shall address all questions regarding this solicitation to the Procurement Officer Questions must be submitted via the QBtA Board within MyFloridaMarketPlace and must be RECEIVED NO LATER THAN the time and date reflected on the Timeline Questions shall be answered in accordance with the Timeline

All questions submitted shall be published and answered in a manner that all respondents will be able to view Respondents shall not contact any other employee of the Buyer or

the State for information with respect to this solicitation Each respondent is responsible

for monitoring the MyFloridaMarketPlace site for new or changing information The Buyer shall not be bound by any verbal information or by any written information that is

not contained within the solicitation documents or formally noticed and issued by the s contracting personnel Questions to the Procurement Officer or to any Buyer Buyer personnel shall not constitute formal protest of the specifications or of the solicitation a process addressed in paragraph 19 of these Instructions

6 Conflict of Interest This solicitation is subject to chapter 112 of the Florida Statutes Respondents shall disclose with their response the name of any officer director employee or other agent who is also an employee of the State Respondents shall also PUR 1001 10 06 60A 1 C A 0020 F

2

disclose the name of any State employee who owns directly or indirectly an interest of

five percent 50 6 or more in the respondent or its affiliates

7 Convicted Vendors A person or affiliate placed on the convicted vendor list

following a conviction for a public entity crime is prohibited from doing any of the following for a period of 36 months from the date of being placed on the convicted

vendor list

submitting a bid on a contract to provide any goods or services to a public entity submitting a bid on a contract with a public entity for the construction or repair of

a public building or public work

submitting bids on leases of real property to a public entity being awarded or performing work as a contractor supplier subcontractor or consultant under a contract with any public entity and

transacting business with any public entity in excess of the Category Two

threshold amount 25 000 provided in section 287 017 ofthe Florida Statutes

8 Discriminatory Vendors An entity or affiliate placed on the discriminatory vendor list pursuant to section 287 134 of the Florida Statutes may not

submit a bid on a contract to provide any goods or services to a public entity submit a bid on a contract with a public entity for the construction or repair of a

public building or public work

submit bids on leases ofreal property to a public entity be awarded or perform work as a contractor supplier subcontractor or

consultant under a contract with any public entity or transact business with any public entity

9 Respondent s Representation and Authorization In submitting a response each respondent understands represents and acknowledges the following if the respondent cannot so certify to any of following the respondent shall submit with its response a written explanation of why it cannot do so

The respondent is not currently under suspension or debarment by the State or any

other governmental authority

To the best ofthe knowledge of the person signing the response the respondent its affiliates subsidiaries directors officers and employees are not currently

under investigation by any governmental authority and have not in the last ten

10 years been convicted or found liable for any act prohibited by law in any jurisdiction involving conspiracy or collusion with respect to bidding on any public contract Respondent currently has no delinquent obligations to the State including a claim by the State for Iiquidated damages under any other contract

The submission is made in good faith and not pursuant to any agreement or discussion with or inducement from any firm or person to submit a complementary or other noncompetitive response

The prices and amounts have been arrived at independently and without consultation communication or agreement with any other respondent or potential PUR 1001

06 10

60A 7 C A 002 F 1

3

neither the Pri have av been respondent Po prices nor amounts actual or approximate PP disclosed to any respondent or potential respondent and they will not be disclosed before the solicitation opening The respondent has fully informed the Buyer in writing of all convictions of the firm its affiliates as defined in section 287 a of the Florida Statutes and 1 133 all directors officers and employees of the firm and its affiliates for violation of state or federal antitrust laws with respect public contract for violation of any pest o a pu state or federal law involving fraud bribery collusion conspiracy or material

misrepresentation with respect to a public contract This includes disclosure of the names of current employees who were convicted of contract crimes while in the employ of another company Neither the respondent nor any person associated with it in the capacity of owner partner director officer principal investigator project director manager auditor or position involving the administration of federal funds o Has within the preceding three years been convicted of or had a civil judgment rendered against them or is presently indicted for or otherwise criminally or civilly charged for commission of fraud or a criminal offense in connection with obtaining attempting to obtain or performing a federal state or local government transaction or public contract violation of federal or state antitrust statutes or commission of embezzlement theft forgery bribery falsification or destruction of records making false statements or receiving stolen property or o Has within a threeyear period preceding this certification had one or more federal state or local goverment contracts terminated for cause or default The product offered by the respondent will conform to the specifications without exception The respondent has read and understands the Contract terms and conditions and the submission is made in conformance with those terms and conditions

If an award is made to the respondent the respondent agrees that it intends to be legally bound to the Contract that is formed with the State The respondent has made a diligent inquiry of its employees and agents responsible for preparing approving or submitting the response and has been advised by each of them that he or she has not participated in any communication consultation discussion agreement collusion act or other conduct inconsistent with any of the statements and representations made in the response The respondent shall indemnify defend and hold harmless the Buyer and its employees against any cost damage or expense which may be incurred or be caused by any error in the respondent s preparation of its bid All information provided by and representations made by the respondent are material and important and will be relied upon by the Buyer in awarding the Contract Any misstatement shall be treated as fraudulent concealment from the

Buyer of the true facts relating to submission of the bid A misrepresentation shall be punishable under law including but not limited to Chapter 817 of the Florida Statutes

PUR 1001

06 10

60A 7 C A 002 F 1

4

10 Manufacturer s Name and Approved Equivalents Unless otherwise specified any manufacturers names trade names brand names information or catalog numbers listed in a specification are descriptive not restrictive With the Buyer s prior approval the Contractor may provide any product that meets or exceeds the applicable specifications The Contractor shall demonstrate comparability including appropriate catalog materials literature specifications test data etc The Buyer shall determine in its sole discretion whether a product is acceptable as an equivalent

11 Performance Qualifications The Buyer reserves the right to investigate or inspect at any time whether the product qualifications or facilities offered by Respondent meet

the Contract requirements Respondent shall at all times during the Contract term remain responsive and responsible In determining Respondent s responsibility as a vendor the agency shall consider all information or evidence which is gathered or comes to the

attention of the agency which demonstrates the Respondent s capability to fully satisfy

the requirements of the solicitation and the contract

Respondent must be prepared if requested by the Buyer to present evidence of

experience ability and financial standing as well as a statement as to plant machinery and capacity of the respondent for the production distribution and servicing of the

product bid If the Buyer determines that the conditions of the solicitation documents are not complied with or that the product proposed to be furnished does not meet the

specified requirements or that the qualifications financial standing or facilities are not

satisfactory or that performance is untimely the Buyer may reject the response or terminate the Contract Respondent may be disqualified from receiving awards if respondent or anyone in respondent s employment has previously failed to perform

satisfactorily in connection with public bidding or contracts This paragraph shall not

mean or imply that it is obligatory upon the Buyer to make an investigation either before or after award of the Contract but should the Buyer elect to do so respondent is not

relieved from fulfilling all Contract requirements

12 Public Opening Responses shall be opened on the date and at the location indicated

on

the Timeline

Respondents

may but

are

not

required to

attend

The Buyer may

choose not to announce prices or release other materials pursuant to s 119 b 1 071 Florida Statutes Any person requiring a special accommodation because of a disability should contact the Procurement Officer at least five 5 workdays prior to the solicitation

opening If you are hearing or speech impaired please contact the Buyer by using the

Florida Relay Service at 800 9558771 TDD

13 Electronic Posting of Notice of Intended Award Based on the evaluation on the

date indicated on the Timeline the Buyer shall electronically post a notice of intended award at httnJfcn owa vbs us fl state owa www main menu If the notice of award

is delayed in lieu of posting the notice of intended award the Buyer shall post a notice of the delay and a revised date for posting the notice of intended award Any person who is adversely affected by the decision shall file with the Buyer a notice of protest within 72

hours after the electronic posting The Buyer shall not provide tabulations or notices of

award by telephone PUR

06 10 1001

60A 7 C A 002 F 1

5

14 Firm Response The Buyer may make an award within sixty 60 days after the date of the opening during which period responses shall remain firm and shall not be withdrawn If award is not made within sixty 60 days the response shall remain firrn

until either the Buyer awards the Contract or the Buyer receives from the respondent written notice that the response is withdrawn Any response that expresses a shorter duration may in the Buyer s sole discretion be accepted or rejected 15 Clarifications Revisions Before award the Buyer reserves the right to seek clarifications or request any information deemed necessary for proper evaluation of

submissions from all respondents deemed eligible for Contract award Failure to provide requested information may result in rejection of the response

16 Minor Irregularities Right to Reject The Buyer reserves the right to accept or reject any and all bids or separable portions thereof and to waive any minor irregularity technicality or omission if the Buyer determines that doing so will serve the State s best

interests The Buyer may reject any response not submitted in the manner specified by

the solicitation documents

17 Contract Formation The Buyer shall issue a notice of award if any to successful

respondent however no contract shall be formed between respondent and the Buyer s until the Buyer signs the Contract The Buyer shall not be liable for any costs incurred by a respondent in preparing or producing its response or for any work performed before the Contract is effective

18 Contract Overlap Respondents shall identify any products covered by this solicitation that they are currently authorized to furnish under any state team contract By entering into the Contract a Contractor authorizes the Buyer to eliminate duplication

between agreements in the manner the Buyer deems to be in its best interest

19 Public Records Article 1 section 24 Florida Constitution guarantees every person access to all public records and Section 119 011 Florida Statutes provides a broad

definition of public record As such all responses to a competitive solicitation are public

records unless exempt by law Any respondent claiming that its response contains information that is exempt from the public records law shall clearly segregate and mark that information and provide the specific statutory citation for such exemption 20 Protests Any protest concerning this solicitation shall be made in accordance with

sections 120 3 and 287 57 2 of the Florida Statutes and chapter 28110 of the 042

Florida Administrative Code Questions to the Procurement Officer shall not constitute

formal notice of a protest It is the Buyer s intent to ensure that specifications are written to obtain the best value for the State and that specifications are written to ensure

competitiveness fairness necessity and reasonableness in the solicitation process

PUR 1001

06 10

60A 7 C A 002 F 1

6

Section 120 bF 3 57 S and Section 28 110 003 Fla Admin Code require that a notice ofprotest ofthe solicitation documents shall be made within seventytwo hours after the posting of the solicitation

Section 120 a F 3 57 S requires the following statement to be included in the

solicitation Failure to file a protest within the time prescribed in section 120 3 57 Florida Statutes shall constitute a waiver of proceedings under Chapter 120 Florida Statutes Section 28 110 005 Fla Admin Code requires the following statement to be included in

the solicitation Failure to file a protest within the time prescribed in Section 120 3 57 Florida Statutes or failure to post the bond or other security required by law within the

time allowed for filing a bond shall constitute a waiver of proceedings under Chapter 120 Florida Statutes 21

Limitation on Vendor Contact with Agency During Solicitation Period Respondents to this solicitation or persons acting on their behalf may not contact

between the release of the solicitation and the end of the 72hour period following the agency posting the notice of intended award excluding Saturdays Sundays and state

holidays any employee or officer of the executive or legislative branch concerning any

aspect of this solicitation except in writing to the procurement officer or as provided in

the solicitation documents Violation of this provision may be grounds for rejecting a response

PUR 1001

10106

60A 7 C A 002 F 1

7

ATTACHMENT F

Volume Equipment and ePayment Solutions

For pLn od 01 2011 through 12 2011 31 Transaction Count and Total Amount Collected

4a

J0 Transaction

Transaction Count

Type

Total Amount

Transaction Count

Total Amount

Visa

975 017 26

806 663 698

500 7 000

000 500 638

MasterCard

670 8 514

119 994 281

000 270

000 700 298

Discover

015 1 806

301 456 35

Not Available

Not Available

Express

053 5 456

311 562 210

983 1 235

461 318 264

ACH

759 2 469

048 670 916 23

Not Available

Not Available

TOTAL

220 521 43

585 346 143 25

753 9 235

201 1 461 518

American

Transaction Counts and Amounts are estimates

Note The Payment Card totals include the Department of Transportation Florida Turnpike Enterprise SunPass transaction counts of 33 402 and transaction amounts of approximately 698 876 000

XY PROCESSING TYPES EQUIPNIP

VOLUNIES

kkge DIAL Model T4210

WEDGES

MagTek

WIRELESS

IP T4220 mini

NURIT

610 WIRELESS Internet

Interactive Voice

Response

418

Not Available

151

Not Available

I

Not Available

I

Not Available

41

Not Available

3

Not Available

YNIENT SOLU et FIONS

Jimix

s Full

VOLUNIES

Gateway

Partial

15

ca o L te

Amsm w

Not Available

17

Not Available

Gateway Only

8

Not Available

IVR

3

Not Available

Batch

1

Not Availabl

Gateway

A

t

3OW

2

Section

B

D

C

E

ATTACHMENT a MICE SCHEMLIC

1 6 312

Tiranfisdion Autharira 1 0 and Settlement F

4

VSA40DS full servicJAmex Pin debit transaction authorustion Discover

03 50

s

Internet Settlement

00 0 5

Point of Sale Settlement

00 0

6 7 a

1 26

Transaction Related Fee BAMS ACH gqca Fcd

9

11

ACH returned item tmeat

J F

er

ACH

10 2

Deposit

00 3 00

item

95 50

le Menehant Services

00 0

siatemeat

Voice AuthrARIJ

13

00 525

item

mailed

Peter Statement Fec per

12

14

er

Pin Debit Ad

10

er

Convenieaa Fe Model

0 3 5 per principal payment transaction for Virtual Terminal Virtual Terminal with Stored Profile Integrated web Payments and Basic Web Payments deployments or SO 50 per principal payment transaction for Basic Bill Presentment Advanced bill Presemmcm deployments Basic and Advanced 151

Absorbed Costs Agency collects and

the convenience fee

keeps

IVR deployments

Set by card rules and rxgulations MCC code averae ntanba of trumciions average dollar amount for the transactions 16

1

Non Absorbed The Vender collects and keeps the convenience fee

and associated costs

Non Absorbed Implementation Costs Transaction Fees or Interchange Fee on the 17

Principle Transaction

18

C

00 50

0 per hour refer to 1 5175 15 and 2 2 15 Request Fee when the Appfication

programming fees

is in Production

79

20

1 1 6 2

Payment Card Transaction Fees

21

Imarchangcfecs easeasments PIN debit etc Visa MasterCard and Discover

22

Pass Throggh

Interchange Wes and Assessments arc subject to ct auge by the Card Organizations and Debit Networks and will be reflected on invoices and statement as Pass Through charges

on a regular buts by the Card Organirationsl for detailed information on the card types that are submitted for processing and details of the rules regarding cacti fee In addition to the current fees listed herein Contract Participants shall be responsible for my and all Card Organisation fees facts

assessments and penalties including any usher pass through fees that may be created or charged by the card organizations and not specified elsewhere in this d cmnent

23

2a

Web Traosactloa Fees

1

RPO PCG

2s

RPO PCG

26

Monthl

RPO Moral PCCs

27

transaction volume

PCGIM

AS

000 Monthly transaction volume leas thin 25

transaction volume

Mouthly

more

more

than 25 000 less than 50 000

OW than 50 000 less than l OU

transaction volume

more

than 100 000

Universal Global Gateway Global Gateway M Compass Cyherscurce SkipJack transaction

29

18 per transactions 0 15 0

transaction

0 2 per transaction 09 per tri maction 0

Monthly

000 volume Leas than 25

06 per suth S

Universal Global Gateway Global Gateway e7 Compass Cybersource Sldpjack Monthly transaction volume

30

more

than 25 0DO 000 less than 50

08 per oath 5

lniversal Global Gateway Global Gateway e4 Campaa Cybersource Skipjack Monthly

112

transaction vohane

31

1

mart

than 50 000 less than 100 000

Universal Global Gateway Global Gateway e4 Compass Cybersourec Skipjack transaction volume

mots

than

08 Per auth

Mordhly 000 100

06

per

auth

F

G

H

I

1

A

8

C

Universal Global Gateway Global Gateway o4 Compass Cybesource Sidpjack 33

341

Compass

0

E

F

G

M

1

Monthly 06 per a ih 5 0 0 05 per auth

over 200 000 Montly over 2 00010001

Gateway pricing does not include ACH or credit card payment processing cats

35

1 6 3612

ACH

lie

for

For ACH fees for FL State Agencies pk refer to the Concoaratlon Account Contract 37

For ACH fees for local participants that already have Bank of America banking services pricing to include ACH foes Please refer to your Bank of America banking services w contn 36

contract

391

401

ACH Transaction Procassitiz Fce

10 0

ACH Moaft Maintenance Fee

00 525

ACH Ilctmmt Item

50 2

1 1

41

ACH Notification of

NOC

50

Pile

00 SS

ACH Return Item File provided through RPO and PCG Reporting

00 0

42

ACH In

43 M

45

Interactive W Response rm

4

RPO Touch Tone PCG

46

NA

Speech Recognitton

47 RPO IVRTe

46

491

010

charges per minute

50 0

RPO FVRXFER to Customer Service

50

RPO Call Center

Multiple Language Su Spanish is per minute or per call options Amr all calls Per mimtte is applied for

Oche lamages may be considered cuatomiod

programming

significant eomikuent or product assistance support services at anticipated Per call fi d fee option is designed for clients des

51

Sal 531 541

1 1

t

service RPO Call Cater Per Minute

50 per We 1

if ofealls outside oftevice window RPO Calf Carver Per Minute 50 RPO Call Cater Per Payment Call calk for payments o

1 7 5 per mite 00 per call 6

RPO Call Center Per Payment Call calls for payments only if 50 oftails outside o service windowt

55

OF Touch Tow Trmeaction

56

CEP Voice Transaction

57

Can pricing does no include ACH or credit card paymeat processing costs Service Window SAMSPM ET Moa Fri Credit Card payment acceptance not available after hours 5a

00 pet call 7 55 00 1

1

B

A 59

C

RPO PCYl

60

62

RPO Can Center

00 350

ICemerMonshlyMaiwenanceFee RPO

Monthly Minimum

Fee

00 500

May not be combined with other

fees from other

products

500 2 00

Maunenance

00 100

RPO MAM File Support Monthly Maintenance Universal Global Gateway Global Gateway e4 Compass Cybersource Skipjack Monthly

00 275

Fee

00 25

63

PCG Billing File Month

64 65

66

1 1

495 per Agency

Access to delivered on time BAMS reports

PCG File RPO Custom

71

Int

175

RepuMile Dewdopmem Fees Pilo Formats

She standard file lbrmats described in

hour to crest our

response

are

offered rI

File transmissions We an work with the Department on development of file mmissioos Foe determined by scopc of request Enhancement or development requods can be submitted by your lrnpkmcmation Project Manager or your dedicated Account Manager to begin the process of defining the aim and scale of request to ensure the most appropriate resources are assigned to your project

79

Custom

Report Development Fees

We

an

work with the

Department

on

Foe determined by scope of request

modification

anNor customization of standard reports or development of new reports Enhanoement or development requon an be submitted by your lmplementabon Project Manager or your dedicated AcoDant Manager to begin the process of defining the size and scale of changes to ensure the most appropriate resources are assigned to your project 74

File Formats

We

can

work with the

Department

on

modification and or custombation of

Fee deterred by scope of request

standard reporu or development ofnew reports Enhancement or development requests can be submitted by your Implementation Project Manager or your dedicated Account Manage to begin the process of defmmg the size and scale of changes to ensure the most appropriate resources are assigned to your project BORZ Non debited or requested non standard preparation and handling fees

002 ofmonthly statement staouet 1

78 79 80

5

Transition Costa

NA

Implentem Costs

See below

RPO Full Host Enrollment Ina lememetion

000 2 00

el

83 94 85

RPO RPOEamBed IVR

Implementation

3300

500 1 00

89

Fully Hosted One Time Pa RPO Gateway Mode Implementation RPO Batch Enrolhmem ImplemertnUon RPO OTP Toucb Tone Implementation

90

R Partial Gateway Famonment

000 2 00

RPO Partial Gateway OTP Irriplemectatton

500 1 00

86 e7

831

91 92 99

94 95

96 97 98 gg

f

rnont

at no additional dMIC

11 2

1

I

Included

smissious

72

761

H

Included

Access to RPO aid PCG reports

70

75

8

l

Reporting Fes

69

F

00 225

Web Month

Monthly Maintenance Foe

CIP

61

6712 9 681

E

D

M Fees

19 2 3

RPO

00 1000

000 1 00 000 3 00

hntry CSR implementation

00 0 3 00

RPO Can Center lm lemmtation

000 2 00

fransfer to External Phone Number Implementabon RPO Call Center Warm RPO Monthly Billing Account Fee

00 750

RPO Payment

00 5

no

00 550

RPO Add ACH

00 500

RPO Add Credit Card

00 500

RPO Additional Division Set

RPO IVR Record Author RPO Ne ative Database Search

60 0

1031 104 WS1

RPO Notification Post Card

CIP Additional Ficids CIP Database Irft

1071 low

Batch Earournent

PCG

1151

500 2 00 000 1 00

2

Researck EM

8 2

Chambaek F

1

RcUy InvIcnientation V

My BW Amount Fee Mo Up Costs Set

Standard

to Research Fm day

00 5 NA

00 0

00 0 Merchant Services Buskess

After Hours this

121

9 Hours

5 EJ

ould be the Mcmimat Services TechnicW Help Desk 24 7 00 SO

1281 1301

1

3361

Cystummim6on

Merchant Services Monthly Maimuno

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Merchant Services Per CAD

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merdlant Scrviccz Tau Free Lines

00 0

Programming Fee Fee

4

4

00 S11000

RPO and PCG Support team and service is provided at no additiorad cost to the Participants 1261

4

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POO Web bmplemermabon

FCG

118f

10 0

00 30

PCG Touch Tom ImplexaWation

PCG

1171

12

Upload

50 SO

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A 13

l

J 3 2

C

D

Monthly

Purchase

E

F

G

E uitimetk Fen Model Number and

or

Name

Rental 1

Mast T7 Plus

Note this

product it

no

longer manufactured

13

sus

VX610

ort

as

the

of January 2012 We continue

to

5275

duct with the 1 MG ofinemo

Terminal is no longer avoilshk in

00 20

invento

We will continue no support Sterdtum owned icr als however if it u disabled it

140

will

require

1411

an

upgrade

00 50

replacement

No longer being so 00 0

Terminal Relocation

PCG POS Encrypted Device Dynamag Encrypted Swipe Device Hardware costs 00 per unit plus shipping 72 75 00 per unit plus shipping for bulk purchases of 100 o more units at one time 67 50 per unit plus shipping for bulk purchases of 500 or more 142

units in one time

PCG POS Exrypted Device Dynamay Encrypted Swye Device Magtdk Mu Decryption Encryption

Service

00 per unit per 12 mash po 89 d 85 00 per unit per 12mouth period for units purchased as part ofe buk purchase of 100 or more units at out time

00 per knit per 12 79 mouth period The units purchased as part of a buk purchase of 500 or 143

more units in one tkm PCG POS

Errtyptd Device

IPAD

Encrypted Swipe ups

Prcsg

Hadware Cost

00 per unit plus shipping 273 5285 50 per wit plus shipping for bulk purchases of 100 o more unite at one time

50 per knit plus 3bkvng for bulk 256 of SW or more units at one time

PCG POS Encrypted Device

PAD Encrypted Swipe Device Prkiag Magtck Mag Davypfion Service Encryption

00 per unit per 12month period 85 89 00 per unit per 12month period for units purchased as part of a buk purchase of 100 or more units at one

79 pet unit per 12mouth period for units 00 purchased as part of a bulk purchase of 500 or

144

more units at one time

Mogtck Ma oo Ernr Devyptim Swiks will ypder svotrad upm delivery of the lPAD g devwo and way 12 manrthr theraRv There Dyaatt s no 6 of annual fee should the dint Aiaue a W prior 10 ft Ved of a perm 120006 period 14

Data Soca tocs Froprrrtae p Rt3nrai roes are 4rilepl for a mrn mum of 6 nionrhs

14

Model Coda

Model Name

14

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I 1

154 1531 1541

1

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Product

PurehllN

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FD10

FDIDO TI Terminal

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TWFI

FO 100 Ti WIFI Terminal

255

1060

FO

200T

FD200TI Tonnnd

420

3200

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TIWF

FD200 TI WIFI Terminal

FD

PRJO

FD300 TI Termklal

J719

FD300 TI

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PR

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S

225

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17 62

400

S

24 38

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30 31

440

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590

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154

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567

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103

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100

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246

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163

memham should have

15 Month

S

36 43 06 12

It

Wireless Terminal

Aocase per terminal

Hypencom Solutions Non Proprietary coed eon Yodel Name

I iss

HT

4210

166

HT

J4220

Product

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Optimum T4210 Terminee p dmum T4220 Terminal

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Rarrtal

351

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1

HC

P900

168

HC

Opel

169

HP

13PP

HP

11

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1

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P13oo W 8 R

wl 18 ft cable

cable

platy vd to it cable

1318

Verlfone Solutions

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G

F

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167

f

144

s

21 11

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169

s

84 11

f

107

f

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f

111

f

81 8

Non Proprietary

Modal No ma

YO Cc

Rental

Purohaw

Product

17 173

DC

7000

Vx570 Terminal

f

434

S

70 53

17

NU

GP50

Nurit 800078020 GPRS PCI

f

483

S

60 37

s

124

VF

175

1000 SE PCI Pin Pad

1PCI

W Irebs6 TermsW mercham Should have 15 Monthly ACCea6 per terminel

176

GrDnortc Aron Standatd Device requires Special prdei frt

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Muriel Nama

Yodel Code

PurMSw

Product

17

l0atevArs

JMICN

PI

1791

s1e momity mstrdenence fee apple Mi rode 1400 vill be shipped on all Miaonode D80 ord

iB

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16

Model

Modal Code

18

Nema

MIN Micr 3800 Reader

7

MA GP52

Wedge

Card SM

195

MT WMIN

Maglak

IWIN USB Card Reader

136

QMDX ME

aoalla Maptek

167

MA GUSB

Magtak

168

MG PAD

Magtsk IPAD Pin Pad

1

TE MPUS

169 199

41W

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191

h P

Product

CM CRMT

1831

388

S

Mlcmnode MN9B0 AS

M

Tk 1 2 6 3 White

Tk

1

f

200

s

125

108

8 2 Whhe

451

MOX Card Reeder

Mini USB Card Reader Tk 1 2 3 3 81k

9 Tem pus MSR Kay k IPAD SC Pl Pad

A

oPay 4500 Contadlass Rsadar VivoPsy 4500M with no Cable

192

NOM As puipmant be obsoiets we will olfor the most lowly related replacament el the then current minimum pricing

193

Spmi Order

S

113

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246

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300

s

1e7

s

196

Purcbase

aj tertninals

Maftek DMamasN MAG21073062 21073062 Centurion Credit Card Reader1 158 Keyboard

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emulatlonvereten

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195

ekl

New Technology introduction

196

269

d N MAG30050201

Service tee

Product under development fee to be quoted at time of product monthly

or

under

annual

development

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Product 0 Wlnda IJ GVERWY 4 0 Window IICVERIFY 4

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202

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145

20

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183

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20 20

30

210

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212

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1

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undei 30 under 100 over 100

from purchase

f

100

days from purchase

s

187

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do from purchase

days

All guppies deaverlw

are Chu

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shIppIrg

PEEP

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00 9

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1

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8

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Encryption Standard termmel mcryptionj Teiecommuoication Fees Applies to Frame Circuit or VPN

219

7 2

f

6

H

1

No Cluarge

15 2 220 2 15 OPTION 1

jLa

MPLS SolutioD 12 k Port 2 CISCO 1911 s At analog out baud mates emeai Cisco 2811 dual ethernet ports 10 no dial module 100 TI WIC module Cisco 2811 dual ethernet ports 10 7C module 100 TI k support for POTS dial as out of

22 223

224

One time

261 3 09

One time

38 628 53

One tune

00 250

ban managcmwt Back up Site network Chame

2

One time

00 20

One time

at cost uP to a maximum of l00

Circuit Circuit install

00 50

Cables

2

2

Shinning

waived for 4

existing FL DOT set up 22

Circuit Install

500 2 00

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2zs

Support

S circuits to within 20 miles of carrier POP TI local loop Monthly Charges MIPI 128K port 2 and Cisco 2811 monthly Maintenance 2

16 690

23

OPTION 2

23

232

VI 2 Cisco 2911 I NSoluflopt s

anaJoR out of band manaitemunt

Onetime Cisco 2811 dual Ethernet 128 MB Kwhi256 MB DRAM IOS

2331

1

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75 1 I1xWxD

x

772 5 76

Encryption support for POTS Plain Old Telephone Service dial as our of band management

VPN EPII PLUS 3DES no WIC module

4 in 25x16 17

5 44

x

2 438

234

x

6 turn 416

1

M

00 0

00 520

One time Cables 2

235

Monthly

B6

Cisco 2811

maintenance FDCS Infrastructure

16 5272

costs

237

Other Fees Itemized list of additional fees not inclulled m this Priking Schedula e g licenses

23

fessional services or fees that do not apply to the above cate odes

23

2401

1

142 242

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35

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apply

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all A mcim

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i

i

TREASURY SERVICESRPO PCG AND ACH FOR STATE OF FLORIDA Negotiated Terms and Conditions

Bankof America

i

O 2006 by Bank of America Corporation

AU rights reserved None of the enclosed material may be

reproduced or published without permission

AUTHORIZATION AND AGREEMENT FOR TREASURY SERVICES I am an authorized representative ofthe organization specified below the Client The Client has received

this negotiated copy ofBank ofAmerica s Treasury Services Terms and Conditions Booklet the Booklet and agrees to adhere to the Booklet The Client agrees to use the Services in the manner described in and in

compliance with the applicable User Documentation from Bank of America Bank copies ofwhich have been provided The Services covered by the Booklet and the banks providing Services are listed on the accompanying List of Banks and Services which we may change from time to time Capitalized terms used in this Authorization and Agreement form not otherwise defined have the meanings given to them in the Booklet

After I sign below on behalfof the Client the Client may from time to time request the Bank to provide any of the Services described in the Booklet The Client may begin to use any such Service once Bank has approved such use and has received all required and properly executed forms needed for implementation and the Client has successfully completed any testing or training requirements The Booklet is part ofthe final Master Contract between the Client and the Bank which governs the provision of Services including but not limited to the modifications specifically noted herein

I warrant that the Client has taken all action required by its organizational or constituent documents to

authorize me to execute and deliver on behalf ofthe Client this Authorization and Agreement form and any other documents the Bank may require with respect to a Service I am authorized to enter into all transactions

contemplated by the provision of Services to the Client These may include but are not limited to giving the Bank instructions with regard to Electronic Funds Transfer Services and designating employees or agents to act in the now and on behalf ofthe Client

Guidelines for completion If Client is

a

Who must sign

corporation any authorized officer limited liability company all members or any authorized officer partnership general or limited any general partner limited liability partnership the managing partner sole proprietorship the sole proprietor governmental entity the Chief Financial Officer or designee Includes any individual authorized under Client s charter or organizational or constituent documents The legal name of any member managing member manager or general partner who is signing and who is not an

individual must appear in the signature block Note that in most cases the Client must also complete the Certification corm which follows Dated

CLIENT LEGAL NAME ORGANIZATION S

Sigoatum ofAudwrized Representative Print Name of Audtorized Representative Print Title of Authorized Representative

Signature of Witness

The following addresses may be used for giving notices in connection with this Booklet except as you or we provide the other different addresses to be used in conjunction with your accounts or particular Services Address for Client Notices

es for Bank Notices Address Bank of America N A

Documentation Management CA47060407 O Box 27128 P

Concord CA 94527 9904 Telephone Fax U

Fax 925 6757131

and if filled in the following

Telephone L Fax

Treasury Services Delegation of Authority Form This form is optional and is to be used when you wish to delegate authority to sign various authorization forms to someone other than the person who signed the Authorization and Agreement form in the ont of this Booklet

By signing below you authorize the incumbent ofthe specified position listed in Section A or each person listed in section B below acting alone to execute documents that we may request and any amendments or renewals thereof pertaining to the use of Services including but not limited to designating one or more persons which may include himself or herself authorized to initiate amend cancel confirm or verify the authenticity of instructions to us for Services whether given orally electronically or by facsimile instructions and to revolve any authorization granted to any such person as he or she deems appropriate The signer ofthis form has the same authority described above for each Service with us unless otherwise specified We are entitled to rely upon this delegation until written notice of its revocation is received by us

Guidelines for Completion Fill out either section A or section B or both depending on your needs To delegate authority to any person holding a specific title fill out section A

To delegate authority to specific individuals by name fill out section B For each name or title indicate AD in the Service column if the person or title has authority to sign documents

for all Services which you receive from us Otherwise indicate specific Services for which the person or title has authority For each name or title indicate the entity or entities for which the person or title has authority to sign documents

A TO DELEGATE AUTHORITY TO ANY PERSON HOLDING SPECIFIC POSITIONS Service

Title

tity En

B TO DELEGATE AUTHORITY TO SPECIFIC INDIVIDUALS Nun

Service

Entity

men

tune

CLIENT AUTHORIZATION

Client Authorization Instructions The same person who signed the Authorization and Agreement for Treasury

Services form must sign this Treasury Services Delegation of Authority form Dated

ORGMMATIOWSICLUM LEGAL NAME Signamm of Audnrized Repr arrive

Print Name ofArd mixed Representative MM Tide of Auftrized Repreaerustive

91

do AXV

Zi ZI

LL

S

11

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MUM 2IO2I

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INTRODUCTION

Thank 3 o u for

choosing mg the Bank of America

ration group u of financial

institutions for your worldwide treasury management business needs We appreciate the opportunity to serve you Ifyou have any questions about our extensive array oftreasury services including the locations where each service is available or about this Booklet please contact your treasury services representative Capitalized teens used in this Booklet are defined in the Glossary The terms we

us and bur refer to each ofthe Bank ofAmerica

Corporation subsidiary banks which provide you a particular Service under the terms ofthis Booklet The terms you and your refer to each Client

identified on the Authorization and Agreement for Treasury Services By signing and returning the Authorization and Agreement form in the front of this Booklet you agree to the General Provisions section ofthis Booklet which contains terms and conditions applicable to all Services except that you agree to the Software License Section ofthe General Provisions only to the extent we provide you Software in connection with one or more Services You also agree to those portions ofthe Treasury Services and Electronic Trade Services sections of this Booklet which contain the specific terms and conditions that relate to the Services we provide to you

Whenever you use any ofthe Services covered by this Booklet you agree to be bound by these terms and conditions and to follow the procedures in the applicable Materials when using the Services

TREASURY SERVICES

We offer a wide variety oftreasury services Each Service has many features and options Your treasury services representative will be happy to describe these to you and to recommend those that will best meet your needs A List ofBanks and Services is enclosed with this Booklet This list includes

the names of each Bank of America Corporation subsidiary bank offering Services under this Booklet and the names under which we currently offer those Services Please contact your treasury services representative at any time ifyou wish to receive an updated list

AUTOMATED CLEARING HOUSE ACH This section applies only to ACH Services within the United States of America and does not apply to cross border ACH transactions and other International Electronic Funds Transfers which are covered by the Wire Transfers and International Electronic Funds Transfers section in this Booklet

Our ACH Services allow you to transfer fiords to or from your accounts by initiating Entries which may be sent through the ACH system or processed directly to accounts with us

We may send Entries to any ACH processor selected by us or directly to another bank Each ACH Service is described in the applicable User Documentation You authorize us to issue Depository Transfer Checks DTCs as instructed by you or as reasonably determined by us to be appropriate The capitalized ACH terms appearing in italics below are defined in the NACHA Rules COMPLIANCE WITH NACHA RULES AND LAWS

You agree to comply with the NACHA Rules for all Entries whether or not an Entry is sent through the ACH network You act as Originator and we act as Originating Depository Financial Institution ODFI with respect to Entries You will deliver Entries to us as provided in the User Documentation and the NACHA Rules The NACHA Rules govern if they conflict with this Booklet except that the file specification requirements in the User Documentation govern ifthey conflict with the NACHA Rules

Where a preauthorized debit Entry from a consumer s account varies in amount from the previous debit Entry you will comply with the notice requirements set forth in the NACHA Rules the Electronic Funds Transfer Act and Regulation E of the Board of Governors ofthe Federal Reserve System as applicable AUTHORIZED PERSONS

Before using an ACH Service you give us a written list in a form acceptable to us of the persons authorized by you to verify the authenticity of Entries and Revenal Requests in accordance with the Security Procedure and to Deietion perform certain other duties in connection with such Service

SECURITY PROCEDURE

Subject to the Master Contract you agree to use the Security Procedure ifany when you deliver Entries or Reversal Deletion Requests to us which the parties shall review as part of the User Documentation The purpose of the Security Procedure is to verify the authenticity ofEntries and Reversal Deletion Requests delivered to us in your name and not to detect any errors in the transmission or content ofEntries Each time you use a Service you represent and warrant that

in view of your requirements the Security Procedure is a satisfactory method of verifying the authenticity of Entries and ReversaUDeletion Requests You agree we may act on any Entries or Reversal Deletion Requests after we have verified its authenticity through use of the Security Procedure WARRANTIES

Each time you use an ACH Service i you warrant that you have obtained appropriate authorization from each Receiver and that Entries conform to such

authorization and comply with the NACHA Rules and ii you make the same

warranties to us as we make under Section 2 or any successor section of the NACHA Rules PAYMENT WITH RESPECT TO ENTRIES

Subject to the Master Contract we invoice or debit your account on the

settlement date for credit Entries including debit Reversals unless you are prefunding your Entries Prefimding means that you are required to pay for all credit Entries before the settlement date as we may specify Subject to the Master Contract we may at our discretion with prior notice to you require prefimding before we process your credit Entries We are not obligated to process any credit Entries even if we have done so in the past without having first been paid by you but if we do the amount is immediately due and payable without notice or demand

You will pay us for the amount of any returned debit Entries including rejected debit Entries any adjustment Entries or any returned DTCs which we have

previously credited to your account Such amounts shall be immediately due and payable You agree that we do not need to send a separate notice of debit

Entries or DTCs which have been returned unpaid You may request reports containing information regarding returned debit Entries and DTCs ACTING ON ENTRIES

We send Entries to the ACH processor for settlement on the Effective Entry Date shown on the Entries if we receive the Entries by the applicable processing deadlines specified in the User Documentation for the ACH Service being used We may treat Entries that we receive for processing after a deadline as if received on the next Business Day Entries will be deemed received by us when we receive the complete file at the location specified in the User Documentation REJECTION OF ENTRIES

We may reject any Entry that does not comply with the requirements of this or the applicable User Documentation including any ACH processing

Booklet

limits described in the User Documentation or that we we unable to verify through use of the Security Procedure We may also reject any Entry that may be returned for any reason under the NACHA Rules or if you have breached your payment obligations for any ACH Service we provide to you Notice ofrejection will be given to you by telephone by electronic means by facsimile or by mail within the time period specified in the User Documentation and will be effective when given We are not Gable for the rejection of any Entry and are not obligated to pay you interest for the period before you receive the notice of rejection If an Entry is rejected for any reason it is your responsibility to correct the Entry you intend to resubmit REVERSAL OR DELETION

We have no obligation to cancel or amend any Entry after we have received it If you send us a Reversal Deletion Request and we are able to verify the authenticity ofthe ReversaUDeletion Request using the Security Procedure we

will make a reasonable effiort to act on your Reversal Deletion Request We will not be liable to you if such Reversal Deletion Request is not effected You agree that we will not be liable in connection with any such ReversaliDeletion

Request as provided in UCC 4A Your obligations under this provision will survive the termination of any ACA Service PROVISIONAL PAYMENTS

You agree to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving Depository Financial Institution RDFI to the Receiver is provisional until the RDFI receives final settlement for the Entry If final settlement is not received the RDFI is entitled to a refimd from the Receiver ofthe amount credited This means that the Receiver will not

have been paid

Our payment of any debit Entry returned credit Entry or credit Reversal is provisional until we receive final settlement for the Entry or Reversal If final settlement is not received we are entitled to a refund and we may charge your account for the amount previously credited We may delay the availability of any amount credited for a debit Entry or credit Reversal ifwe believe that there may not be sufficient funds in your account to cover any chargeback or return of the Entry or Reversal INCONSISTENCY OF NAME AND NUMBER

An RDFI can make payment to a Receiver based solely on the account number even if the name in the Entry differs from the name on the account We will send an Entry to an RDFI based solely on the bank identifying number you provide even ifyou provide us with a different RDFI name NOTICE OF ACCOUNT STATEMENT DISCREPANCIES

Information concerning Entries will be reflected m your account statements and in some uses in the form ofwritten or electronic advices or reports that are

produced by one of our Information Reporting Services You must send us written notice with

a

statement of relevant

facts within

14

days after you

receive the fast notice or statement indicating a discrepancy between our records and yours Ifyou fail to give the required notice we will not be liable for any loss of interest or for compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or any other discrepancy reflected in the notice or account statement however we will make an

adjustment to your account for the actual amount of the error if we confirm

there was a discrepancy caused by us You must notify us Promptly by telephone or other electronic means approved by us for such purpose and confirm such notice in writing of information concerning an unauthorized or erroneous debit to your account if you learn about or discover it from any source other than a statement advice or report from us

AUTOMATED CLEARING HOUSE ACH CUSTOMERINMATED PAYMENTS CUSTOMER INMATED PAYMENTS CIP

Our ACH Customer Initiated Payments Service CIP allows your consumer or business customers to pay you for goods or services by using your website Your customers can authorize payments to you through commands on your website or by touchtone or where available voice commands on the telephone

Payments can be made via the Automated Clearing Rouse ACH and credit or debit cards through the applicable card association networks Detailed information regarding this Service is available in the applicable User Documentation CLIENT RESPON31BIUTIES

a For payments made via ACH the following provisions apply i Payments will be made by creation of an ACH Entry to credit your account with us and will be subject to the provisions of our Automated Clearing House Services You will obtain the authorization of each such customer to debit their

account You act as the Originator your customer acts as the Receiver and we act as the ODFI with respect to the Entries You warrant to us each time you use this Service that you have obtained appropriate authorization from each Receiver and that Entries conform to such authorization and comply with the NACHA Rules You also make to us the same warranties as we make with

respect to Entries under the applicable NACHA Rules ii You authorize us to create an ACH Entry on your behalf as provided in the User Documentation to the extent approved by the Client and the NACHA Rules

b Payments includ chargebacks and adjustments ifany made via credit or debit cards through the applicable card association networks are covered by the terms and conditions of the merchant services agreement you have with the acquiring bank RECLEAR

Our Reclear Service resubmits a check or other payment instrument to the financial institution on which it was drawn ifthe check or payment instrument has been returned to us unpaid with the notation refer to maker ronsufficient

funds

or

uncollected fiords

Generally we will not notify you that such an

item has been returned to us unpaid before we reclear it If a reclea ed item is returned to us a second time we will charge your account for the total amount of the check or payment instrument We generally total your returned items each day debit your account for the total amount and then send the returned checks

and payment instructions to you The items we send to you serve as your notice of the nonpayments

GENERAL PROVISIONS CHANGES TO A SERVICE

You may request us at any time to change the processing instructions for any Service We are not obligated to implement any requested changes until we have had a reasonable opportunity to act upon them In making changes we are entitled to rely on requests purporting to be from you For certain changes we may require that your requests be in writing in a form and manner acceptable to us or be from an authorized person you designate In addition certain requests for changes may be subject to our approval In the event the Bank no longer provides the RPO PCG or ACH in the form described herein the Bank will upon each Participants selection of an alternative solution that provides the same functionality migrate the Participants over to such alternative on an agreed schedule that will assure continuity of scrvice The parties may change add or delete any ofthe terms and conditions applicable to any or all Services as discussed above or upon written amendment to the Master Contract COMMUNICATIONS

Any written notice or other written communication to be given under the terns ofthis Booklet will be addressed to the applicable address specified on the

Authorization and Agreement form you return to us except as you or we specify

otherwise in writing in conjunction with your accounts or particular Services Notices are effective upon receipt except as otherwise provided in this Booklet or any Materials

You agree that we may electronically monitor and or record any telephone communications with you in those countries which permit that practice in accordance with applicable laws If our records about any such communication are different from yours our records will govern subject to a rebuttable presumption of their accuracy If you choose to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise communicate with us your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this Booklet and will comply with the applicable User Documentation In addition you agree to bear the risk that such electronic mail may be corrupted modified garbled or hacked or its confidentiality may be broached by a third parry and the

risk that we will rely on such mail which appears to be from you but which is unauthorized and that such reliance will result in

a

loss

i

CONFIDENTIALITY OUR OBLIGATION

We acknowledge that information we obtain from you in connection with any Service we provide to you under the terms of this Booklet may be confidential We will maintain the confidentiality of such information in accordance with our normal procedures for safeguarding customer information and the policy reflected in the Bank of America Corporation Code of Ethics YOUR OBLIGATION

Subject to the Master Contract and Florida law you acknowledge our claim to

proprietary rights in the Materials and that the Materials constitute our trade secrets or trade secrets of our licensors or vendors You understand that all

Materials are confidential and you will Safeguard the Materials at all times Establish and maintain procedures to assure the confidentiality of the Materials and any password or code subsequently changed by you

Use the Materials only for the purposes for which we provide them Notify us promptly by telephone confirmed in writing if any Materials are lost or their confidentiality is compromised

Notify us promptly in the event that a public records request has been initiated which would obligate you to provide information we may consider a trade secret so that we may respond within the requisite timeframe to

protect our interests

Subject to the Master Contract you will not nor will you allow anyone else to do any of the following without our prior consent

Disclose any Materials to any person or entity except to your employees and agents with a need to know the Materials Make any copies in whole or in part of any Materials in whatever form or

medium electronic printed or otherwise in which they may exist from time to time except as provided in the Software License section Translate reverse engineer disassemble or decompile any Software or security devices These confidentiality obligations continue after a Service you are using is terminated

You have sole responsibility for the custody control and use of all Materials You agree that no individual will be allowed to initiate a request or other instruction contemplated in this Booklet or to have access to any Materials

without proper supervision and strict security controls If a Service requires use of user identification codes or passwords we will be ally protected in relying on the correct user identification codes and passwords as described in the relevant User Documentation

GENERAL

This section does not limit either party s ability to disclose information i that the other party has approved by prior writing for disclosure ii that is disclosed to its professional advisors or auditors iii that becomes public other than through a breach ofthese confidentiality obligations iv that was in its

possession or available to it from a third party prior to its receipt of it in connection with any Service v which is obtained by it from a third party who is not mown by it to be bound by a confidentiality agreement with respect to that information vii as required or requested by any securities exchange or regulatory body to which either party is subject or submits or vii as otherwise required to be disclosed by law or by legal or governmental process In addition you agree i that we may disclose to our offices affiliates officers employees and agents with a need to know any information we obtain about you

and ii that those offices affiliates officers employees and agents may disclose such information as permitted under the immediately preceding paragraph

You acknowledge and agree that data processing related to Services covered by this Booklet and your associated accounts may take place in countries other than those where you and your accounts with us are located You further understand that information concerning your relationship with us may be available on our electronic data system both for information management purposes and in order to enable you to benefit from our electronic banking services You understand and agree that as a result your banking relationship information may be available to some ofour officers outside the country or countries where you and your accounts are located Subject to the restrictions stated in the Master Contract You authorize us to transmit your banking relationship information across national borders notwithstanding the banking secrecy laws of any of the countries involved as necessary or appropriate to provide any Services

It is possible that in providing the Services we will transmit Personal Data We will only transmit Personal Data to our locations to locations of our affiliates or to others in order to provide the Services We may contract with others to provide data transmission or storage services to us In that case we will require that they treat Personal Data solely in accordance with our instructions You agree to comply with any directions we may give you from time to time with respect to the Personal Data

Neither party will use the other s name or refer to the other party directly or indirectly in any solicitation marketing material advertisement news release or other release to any publication without receiving the other party s specific prior written approval for each such use or release except that we may use your name as a reference in service proposals if we obtain your prior oral approval for such use

This section also does not limit our ability or that ofour affiliates to access and use transaction data related to any Service provided to you in connection with

the management of our or their business These obligations continue after any Service you

are

using is terminated

GENERAL MATTERS AGREEMENT

This Booklet is binding upon each of your and our respective successors and

permitted assigns You may with our prior written consent assign any ofyour rights or duties described in this Booklet This Booklet is not for the benefit of any other person and no other person has any right under this Booklet against you or us and nothing contained in this Booklet creates any agency fiduciary joint venture or partnership relationship between you and us GENERAL OBLIGATIONS

We are responsible only for performing the Services expressly provided for in this Booklet We may contract with an outside vendor in providing any portion ofthese Services to our clients generally however your prior written approval will be required before we engage any subcontractors to provide Services specific to this Agreement With respect to any Service we will provide you with assistance by telephone at the numbers and during the hours specified by us in writing from time to time

You are responsible for maintaining the security of your data and ensuring that it

is adequately backedup We an not responsible for your loss of your data ORAL INSTRUCTIONS

Except as otherwise provided in this Booklet with respect to compliance with any applicable Security Procedure we may rely on oral instructions from any person who identifies himself or herself by a name which is included on a written list from you of persons authorized to give such instructions You will update this list from time to time as necessary to reflect any changes in authorized persons Except as otherwise expressly stated in this Booklet we are not required to act on any instruction from any person or to give notices to any person

SEVERABILITY NO WAIVER

If any provision of this Booklet or the application ofany such provision to any person or set of circumstances is determined to be invalid unlawful void or unenforceable to any extent the remainder ofthis Booklet and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid unlawful void or unenforceable are not impaired or otherwise affected and continue to be valid and enforceable to the fullest extent

permitted by law

No delay or failure to exercise any right or remedy under this Booklet is deemed to be a waiver of such right or remedy No waiver of a single breach or default under this Booklet is a waiver of any other breach or default Any waiver under this Booklet must be in writing

GOVERNING LAW

The laws and rules of the State of Florida and U S federal law govern this Booklet

LIMITATION OF LIABILITIES ALL SERVICES OTHER THAN ELECTRONIC FUNDS TRANSFER SERVICES

Except where specifically stated otherwise in the Master Contract we are liable to you only for actual damages incurred as a direct result of our failure to exercise reasonable care in providing a Service ELECTRONIC FUNDS TRANSFER SERVICES

For Requests and Entries which are subject to UCC 4A we are liable only for damages required to be paid under UCC 4A or the Fedwire Regulation as applicable except as otherwise agreed in this Booklet

Subject to the Master Contract for all Requests and Entries not subject to UCC4A and for all other obligations under the Electronic Funds Transfer

Services sections our liability is limited to actual damages resulting directly from our willful misconduct or our failure to exercise reasonable care not

exceeding the following as applicable i in case of an excessive debit to your account the amount ofthe excess plus compensation equivalent to interest ii in case of payment to an account not specified by you the amount of the payment plus compensation equivalent to interest iii in case of any delay in

crediting a debit Entry or DTC to your account the amount of compensation equivalent to interest for the period of delay or iv in all other cases the actual damages incurred by you You will use reasonable efforts to assist us in

recovering the amount of any overpayment for which we are liable If we are obligated to pay interest compensation we will pay such compensation or credit your account as we determine upon your written request We calculate compensation for the relevant period as specified in the Account Agreement or as advised by your customer services representative If you transmit a Request to us by way ofa fundstransfer system or other third party communications system not specifically required by us the system is deemed to be your agent for that purpose We are not liable to you for any discrepancy between the terms you transmit to such system and the terms it then transmits to us ALL SERVICES

Except where specifically stated otherwise in the Master Contract in no event will we be liable for any indirect consequential or punitive loss damage cost or expense of any nature or any economic loss or damage expense and loss of business profits or revenue goodwill and anticipated savings loss of or corruption to your data loss of operation time or loss of contracts even if advised of the possibility of such loss damage cost or expense We will not be

responsible for the acts or omissions of you or your officers employees or agents including but not limited to the amount accuracy timeliness or authorization of any instructions or information from you or the acts or

omissions of any other person or entity including but not limited to any clearing house association or processor any U S Federal Reserve Bank or any other s central bank any other financial institution or any Supplier and no country

such person or entity will be deemed our agent If you permit any Subsidiary or other person to access one of our Service installations on your premises through use of a remote access software package we will not be responsible or liable for such Subsidiary or person s use or misuse of our Services or access to accounts owned by you and for which you did not authorize that Subsidiary or person to have amass via your installation

We may and will treat all instructions and information received by us through this arrangement as provided by and for the benefit of you and subject to all our

rights under this Booklet with respect to the pertinent Services We will not be liable for and will be excused from any failure or delay in

performing our obligations for any Service if such failure or delay is caused by circumstances beyond our control including any natural disaster such as earthquakes or floods emergency conditions such as war riot fire theft or

labor dispute legal constraint or governmental action or inaction breakdown or failure of equipment breakdown ofany Supplier or your act omission negligence or fault

We also will not be liable for any failure to act on our part ifwe reasonably believed that our action would have violated any law rule or regulation OVERDRAFTS

With respect to a Service we may at our sole discretion allow an overdraft to occur in your account Except as we agree or advise you otherwise in writing you must repay us immediately without demand the amount of such overdraft plus any overdraft charges In such cases the fact that we previously allowed an overdraft to occur does not obligate us to do so in the future Additional terms and conditions contained in your Account Agreement may apply PAYMENT FOR SERVICES

You must maintain and designate accounts with us which we will use for

debiting or crediting with respect to all payments and deposits and related adjustments and charges Except as otherwise provided you must have Collected and Available Funds on deposit in your account s sufficient to cover such obligations For purposes of satisfying your payment obligations we may consider any overdraft line of credit or other arrangement you have with us SERVICE CHARGES

You will pay us for each Service you use according to our agreed schedule of charges currently in effect for you as stated in the Master Contract Pricing Schedule

You will pay us for Software support as stated in the Master Contract Pricing Schedule The charges for such extra support will be as specified by the Master Contract Pricing Schedule before such charges are incurred or as otherwise agreed by you and us from time to time Payment of charges due stated

in the Master Contract

TAXES

All Service charges are exclusive ofsales valueadded and use taxes stamp and other duties and other governmental charges imposed on any Service or Materials and not based on our net income Such taxes duties and charges are payable by you REPRESENTATIONS AND WARRANTIES

On and as of each day we provide any Service to you you and we represent and warrant to the other that

To the best ofour knowledge and beliefour agmement to each provision contained in this Booklet is a duly authorized legal valid binding and enforceable obligation and

To the best ofour knowledge and belief your and our performance of obligations will not violate any law regulation judgment decree or order applicable and To the best ofour knowledge and beliefthen is no lawsuit tax claim or

other dispute pending or threatened against you or us which if lost would impair your or our financial condition or ability to pay us or provide the Services under the teens ofthis Booklet

On and as ofeach day we provide any Service to you you represent and warrant to us that

To the best of our knowledge and belief the process ofdebiting of any account as provided in this Booklet is not inconsistent with any restriction on the use of that account or the Master Contract Scope of Work and To the best of our knowledge and belief all approvals and authorizations required to permit the execution and delivery of the Agreement and Authorization form and any other necessary documentation and the performance and consummation by you ofthe transactions contemplated under each Service have been obtained including but not limited to due authorization from each applicable third party to allow you to transfer fiords and access information from such party s account SOFTWARE LICENSE

This section applies to all Software we provide to you after you return the Agreement and Authorization form unless we provide you a separate license agreement for specific Software including subject to the Master Contract a clickwrap Software license you may obtain from us by downloading from our

website and including in the case ofthe Commercial and Corporate Card Services the licenses for Visa InfoSpan MasterCard Smard3ft and any other thirdparty Software we provide you in connection with such Services Notwithstanding anything to the contrary in the General Provisions section of this Booklet the software licenses granted to you under this Software License section are governed by and interpreted according to the laws ofthe State of Florida without reference to its principles of conflicts of law

LICENSE

For each Software application we provide to you for one or more Services we grant you a non exclusive non transferable license for the use of that Software and its related Materials Each license is granted solely for use in object code form only in connection with one or mom Services You may use the Software only in accordance with the applicable User Documentation The Software its source code the related Materials and all copyright patent trademark trade secret and other rights in them are and will remain the exclusive property of us or our licensors You will secure and protect the Software including all copies in a manner consistent with the maintenance of our rights and those of our licensors In order to protect those rights you will

reproduce and incorporate copyright notices and all other proprietary legends prescribed by us in any permitted copies You may not remove obscure or otherwise tamper with or alter any such notices or legends affixed to or otherwise contained in the Software or related Materials or copies You will also take appropriate action to instruct and obligate your representatives who are

permitted access to the Software including copies to comply with your obligations to protect the Software We are obligated to provide you only with those updates upgrades or new releases of Software which we make generally available to our other customers who license the same Software Any corrections updates upgrades or new

releases that we provide to you must be installed by you within 10 business days and will be deemed part of the Software in accordance with s 215 322 S We will provide support only for the most current version of Software we F have provided to you You will at your expense cause a computer to be installed and kept in good condition and working order at your site for use of the Software The computer and its components must be equipment which is acceptable as specified by us from time to time

We may assist you with the installation of Software on your computer and with

the training of persons who will use the Software but we will not bear any responsibility for the proper installation and use ofthe Software Completed installation by the Participant constitutes an acceptance of Software installed Completed installation by us on behalf of a Participant requires acceptance of the installation pursuant to s 215 422 F S Upon installation we will make applicable training available to you

You may not 0 sell assign transfer license sublicense or publish the Software or copies of the Software or ii disclose display or otherwise make available the Software or copies thereof to third parries without our express approval

You may not copy or allow anyone alas to copy the Software or related Materials except that you may make two copies for backup and archival purposes You may not electronically distribute or allow anyone else to electronically distribute Software except from the network server on which it is installed to workstations on that network

You will provide us notice in writing or by electronic means approved by us for such purpose each time you make a permitted copy of Software except for backup or archival copies or electronically distribute it to a workstation

i

indicating the location and date ofthe copy or distribution We may audit your site to confirm compliance with this Software License section ifyou fail to make the reports called for or if we reasonably believe you are using unauthorized copies of Software You may not alter repair modify or adapt any Software or related Materials

including but not limited to translating reverse engineering decompiling disassembling or crewing derivative works from it You agree to inform our client support unit of all errors difficulties or other problems with the Software of which you become aware We will make reasonable efforts to fix or provide workarounds for material reported errors and to provide you with support and consultation concerning the Software The reasonable effort support and consultation wit be such as we in our sole discretion determine You will cooperage with us in the expeditious resolution

of such errors difficulties or other problems by providing us on request a listing of input output and all other data which we may reasonably request in order to reproduce operating conditions similar to those present when such errors difficulties or other problems were discovered You may trove the Software to another computer replacing the one on which the Software was originally installed or to another site but only after you give us

notice in writing or by electronic means approved by us for such purpose specifying the new computer and site We will have reasonable access to Software while it is at your site to provide assistance or to verify the status or location of Software

Subject to the Master Contract a license to Software and related Materials will terminate pursuant to the Master Contract provisions for breach ofcontract if

you breach a material germ of the license or if the Services for which you are using the Software are terminated In addition in the event of a breach of your confidentiality obligations with respect to the Software we may seek any remedy provided by law or equity LIMnW WARRANTY AIMW DISCI

You acknowledge that the Software has not been produced to meet your specific requirements and has not been tested in every possible combination and operating environment You are responsible for satisfying yourselfthat the Software is satisfactory for your purposes You further understand and agree that we make no representation concerning the completeness accuracy operation or performance ofthe Software or its compatibility with any hardware You acknowledge that the operation of the Software may not be uninterrupted or errorfloe We warrant that the Software will substantially conform to the documentation

provided with the Software for a period of60 days after delivery to you provided that i the Software is used by you in strict compliance with the terms ofthis Booklet and the related Materials ii the Software is not modified in any way by you and iii you promptly notify us and reproduce for us any defects errors or bugs in the Software We will use reasonable efforts to correct or work around any Software errors reported by you or at our discretion but in any event ifour efforts are unavailing we will accept return ofthe Software and refund any license fees paid by you

You agree that the foregoing is your sole and exclusive remedy for breach of warranty and our sole obligation in connection with the performance or operation of the Software and related Materials Except as specifically stated above and in the Infringement Indemnity subsection below and notwithstanding any other provision in this Booklet

or otherwise we make no representation or warranty express or implied written or oral and to the full extent permitted by law disclaim all other warranties including but not limited to the implied warranties of merchantability or fitness for a particular purpose regarding the Software the related Materials and all other property services or rights covered by this Booklet

To the extent permitted by applicable law and except as otherwise provided in this section we will not be liable for damages of any kind arising out ofthe use of or inability to use the Software or accompanying documentation You agree that the United Nations Convention on Contracts for the International Sales of Goods will not apply to our provision to you or your use of any Software

Neither you nor we limit or exclude our liability to the other for death personal injury willful misrepresentation willful default or fraud INFRINGEMENT INDEMNITY

We will defend at our own expense or settle any action brought against you to the extent it is based on a claim that your use of the Software and or Materials provided by us to you pursuant to this Booklet infringes any Berne Convention

country copyright or any United States of America or United Kingdom patent trade secret or trademark of any third party and we will pay all costs and damages finally awarded in any such action

Our obligation is subject to i prompt notice from you of any such claim or action ii your not having made any admission of liability or agreed to any settlement or compromise iii your providing to us in a prompt and timely manner the documents information and assistance we reasonably request iv our having sole control of defending such claim or action v your having used the current version of the Software and Materials as provided to you by us in compliance with the trams ofthis Booklet and the related Materials and vi our obligations under this indemnity being our only obligations to you with respect to any infringement claim in connection with your use of the Software EXPORT CONTROLS

You understand and acknowledge that our obligations to provide the Software technical assistance any media in which any of the foregoing is contained training and related technical data collectively Data will be subject in all respects to all applicable laws and regulations as shall from time to time govern the export or diversion of certain products and technology to and from certain countries You warrant and agree that you will comply in all respects with the export and reexport restrictions applicable to the Data shipped to you and will otherwise comply with all applicable laws and regulations governing export and diversion of the Software and technical data in effect from time to time

GLOSSARY OF TERMS

The following are some important terms that appear in this Booklet Acceptable Payee Your name and any other payee name you provide to us as an acceptable payee for checks to be processed under the Lockbox Service Account Agreement The current signature card International Account Agreement or SAOTC and the publication s as amended from time to time we

provide you containing terms and conditions applicable to each deposit savings or current account for which you use a Service

Bill Payment Service Provider Any entity which may include us you authorize to deliver payments remittance information and other related data from your customers to us for the Electronic Bill Payment Consolidation Service

Business Day Each day on which the bank or bank office providing or facilitating a Service is open for business related to that Service Card Each plastic charge card which we issue for your Card Account under our Commercial or Corporate Card Services

Card Account Each MasterCard or Visa account which we issue to you or to a Cardholder under our Commercial or Corporate Card Services including an account for which only an account number and no Card is provided

Cash Advance Use ofa Card Account to obtain cash from a participating financial institution merchant or ATM to write a Convenience Check or to

obtain items readily convertible into cash such as money orders travelers checks foreign currency lottery tickets casino chips and racetrack wagers Card Administrator One or more individuals designated by you in writing as our primary contact for the Card Accounts who is authorized to take actions

necessary or appropriate to maintain the Card Accounts including without

limitation designating persons to receive Card Accounts receiving communications from us related to the Card Accounts requesting the closure of Card Accounts and otherwise communicating with us with respect to the Card Accounts

Cardholder Your employee or any other person who you designate in writing and who we approve to receive a Card Account or a Commercially Prepaid Card Ifyou or a Cardhokler makes a Commercial Prepaid Card a Card Account number or Convenience Check available to another party that person will also be considered a Cardholder

Check Issuance Request Using the Check Issuance Service a message transmitted from you to us requesting us to issue a check on your behalf drawn

on either accounts you maintain with us or accounts designated and owned by US

Collected and Available Funds Funds in an account equal to the ledger balance minus float which in our reasonable determination are not subject to a hold dispute or legal process preventing their withdrawal

Commercial Prepaid Card A pro paid magnetic stripbased plastic card issue by us for a Cardholder s purchase of goods or services or for cash withdrawals Controlled Disbursement Point Each bank office designated by us through which checks issued under the Controlled Disbursement Service will be cleared or routed

Convenience Check A check which we may provide to you to draw on a Card Account

Deposit Account One or more demand deposit accounts maintained by you with us and used in connection with our Controlled Disbursement Service

Depository Transfer Checks DTCs Depository transfer checks and

preauthorized checks to debit Receivers accounts to accomplish the same purpose as debit Entries Receiver is defined in the NACHA Rules Effective Entry Date The date specified in accordance with the NACHA

Rules on the Entry by the Originator on which the Originator intends the Entry to be settled Originator is defined in the NACHA Rules Electronic Funds Transfer Services ACH Services International Electronic Funds Transfer Services and Wire Transfer Services

Entries Entries has the meaning provided in the NACHA Rules and also includes any data for Entries and any prenotification eUCP The rules for electronic presentation ofdocuments under the UCP

Fedwire The funds transfer system owned and operated by the Federal Reserve Banks of the United States of America but excludes the system for making automated clearing house transfers

Fedwire Regulations Subpart B ofRegulation J ofthe Board of Governors of the Federal Reserve System of the United States of America as amended from time to time

FX Transaction A transaction between you and us permitted under the Electronic Foreign Exchange Service for the purchase ofone currency in exchange for the sale ofanother currency including without limitation any foreign exchange spot swap or outright forward transaction or option including any transaction that effects the pre delivery extension rollover or splitting of such a transaction

FX Request A request by means permitted under the Electronic Foreign Exchange Service to enter into an FX Transaction

International Account Agreement A form of Account Agreement used in some

countries

International Electronic Funds Transfer Services Electronic payment services for transfers to or from your account outside the United States of

America or to or from your account in the United States ofAmerica to or from an account in a different country These services include low value batch payments made according to multiple requests within a single electronic data file International Electronic Funds Transfer Services exclude ACH Services within the United States of America and exclude Wire Transfer services

ISP9 The International Standby Practices 1998 developed by the Institute of International Banking Law do Practice and endorsed and published by the International Chamber of Commerce or such later revision as may be adopted and be in effect on the date the subject standby letter of credit is issued

Lockbox Address The post office address we assign to you or we accept from

you for the Lockbox Service

Materials The Software user identification codes passwords codes keys test keys security devices embedded algorithms digital signatures and certificates

other similar devices and information User Documentation and related documentation we provide to you

NACHA Rules The rules ofthe National Automated Clearing House Association including any other clearing house rules applicable to automated clearing house transactions as amended from time to time

Payment Advice Using the Client Printed Drafts Services an electronic message transmitted by you to us advising us that you have created a drab Personal Data Information we receive from you in connection with the Services consisting ofan individual s bank accounts or other financial data or identifying a living individual

PIN A personal identification number which a Cardholder may receive when activating a Commercial Prepaid Card

RCK A RePresented Check Entry as defined in the NACHA Rules

Request A request by means permitted under the relevant Wire Transfer or International Electronic Funds Transfer Service to transfer funds to or from a

specified account or beneficiary including standing instructions or to amend or cancel a prior request to transfer funds

Deletion Request A request for a Reversal or a request to delete a Reversal previously delivered Entry

Reversals Data for reversing Entries

SAOTC Each form of Standard Account Opening Terms and Conditions used in certain countries as an Account Agreement

Security Procedure Unless we agree otherwise with you the applicable security procedure described in the Materials for your data delivery type or

Service for verifying the authenticity ofEntries Requests Reversal0eletion

Requests Payment Advices Check Issuance Requests Stop Payment Requests FX or Requests

Tax

Payment Instructions

Service With respect to a Bank of America Corporation subsidiary bank a treasury management service provided in a specific Bank location and covered by this Booklet

Software The programs and data files provided by us for use on a computer in connection with one or more particular Services Stop Payment Request A message you send us using the Online Stop Payment Services the Check Issuance Services or the Client Printed Drafts Services to request that payment be stopped on a check or draft which in the

case of the Online Stop Payment Services must be drawn on an eligible account you have with us

Subsidiary Any entity in which more than 50 ofthe ownership interest is owned directly or indirectly by you The term Subsidiary does not include affiliates or other entities in which 50 or less ofthe ownership interest is owned directly or indirectly by you Supplier Any private or common carrier communication or transmission facility any timesharing supplier or any mail or courier service SWIFT The international electronic message transfer service known as the Society for Worldwide Interbank Financial Telecommunication

Tax Payment Instruction An instruction by means permitted under the relevant Tax Payment Service to pay any taxes using any ofthe tax forms specified in the applicable User Documentation

Transaction The purchase or reservation of goods or services or a cash

advance made or facilitated by use ofa Stored Value Card a Commercial Card Convenience Check or Card Account

UCC 4A Article 4A ofthe Uniform Commercial Code Funds Transfers as adopted by the state in the United States of America whose law applies to a Service as amended from time to time

UCP The Uniform Customs and Practices for Documentary Credits 1993

Revision ICC Publication No 500 or such later revision as may be adopted by the International Chamber of Commerce and be in effect on the date the subject letter of credit is issued

Unauthorized Use Use ofa Card Account Card or Convenience Card by a Person i who is not your Cardholder employee or agent ii who does not have actual implied or apparent authority to use the Card Account and iii whose use does not benefit you directly or indirectly Uniform Rules for Collections The Uniform Rules for Collections ICC Publication No 522 or such later revision as may be adopted by the International Chamber ofCommerce and be applicable to a collection

User Documentation Any written information we provide you including information in electronic format as amended from time to time which contains

detailed instructions regarding the use of a Service as provided by a particular banking center or office User Documentation may vary from one jurisdiction to another Current User Documentation is available upon your request

MASTER SERVICES AGREEMENT

FLORIDA DEPARTMENT OF FINMCrer SERVICES DIVISION DIVON O MEAL IRy CUSTOMER Legal Name s

Doing Business As

1801 Hermitem Boulevard Sulu 400 Street Address

Tallahassee

Governnrnd

s business organization type CUSTOMER

corporation LLC partnership Andres NaffmarL Contract RecipierWTltle For Notkxs

non

FL State

City

32599

Zip Code

Florida

WWI

State of Organization

T axpayer

profit or other entity

ation Number Identifk

ar

2724

Facsimile Number

This Master Services Agreement IMSA is in addition to that certain Master Contract entered Into simultaneously herewith pursuant to solicitation DFS TR ITN 1111217 DFS ITNI and is by and between the Florida Department of Financial Services Division of Treasury and BANC OF AMERICA MERCHANT SERVICES LLC 13AMS7 and or third party providers who enter Into addenda to this MSA each of BAMS and such third party providers are referred to as a PROVIDER for all services provided by them for the Services Identified below

The intent of this MSA Is to provide one set of standardized general terms and conditions to be utilized for Agency PerUcipants and Local Government Participants who require services payment processing

CUSTOMER

Each Addendum to this MSA

Addendum and collectively the Addends whether entered Into concurrently herewith or hereafter will contain terms operational desatptions specifications and associated pricing specific to those services contemplated thereunder Services Each Addendum will be subject to this MSA unless the applicable Addendum provides that additional and or other terms and conditions apply This MSA and any applicable Addenda are part of the final Master Contract which governs the provision of Services Except to the extent otherwise expressly set forth in this MSA or an Addendum references to this MSA shall be deemed to Include each Addendum and references to each Addendum shad be deemed to include this MSA For purposes of each

Addendum q the PROVIDER S thereunder will become parties to this MSA upon execution of such Addendum as if such

PROVIDER had physically executed tits MSA 04 the terms of this MSA shall apply separately to each Addendum and the s s thereunder provided that to the extent more than are PROVIDER enters Into an Addendum and unless that PROVIDER

Addendum expressly provides otherwise a each such PROVIDER S obligations shall be Joint but not several and b each such PROVIDER shall have separate but equal rights against the CUSTOMER No PROVIDER shall be obligated to or have any rights against the CUSTOMER under any Addendum to which fi is not a party In consideration of the mutual covenants and agreements set forth herein and other good and valid consideration the rece pt and

sufficiency of which are hereby acknowledged GAMS and CUSTOMER agree as follows 1

Services Recitals DeflnWons The Services subscribed to concurrently herewith shall be more fully described In the following Addenda Other Card Services Supplement to Merchant Services Bankcard Addendum and Attachment I Debit

Transactions Supplement to Merchant Services Bankcard Addendum and Attachment 11 and Equipment Purchase and Rental Supplement to Merchant Services Bankcard Addendum and Attachment III As used in this MSA capitalized terms not defined herein will have the meaning set forth in Annex 1 2

Term

1 This MSA and each Addendum shall m be In effect upon complete execution of each such docurrert and each such 2 document shell remain effective through the initial term of the Master Contract and pi renew according to Its terms uxtess terminated by the parties thereto according to its terms This MSA shall remain In effect until all Addenda are terminated at which time it shall terminate automatically 2 This Subsection 2 Sections 3 5 7 9 1119 and Subsection 10 2 will survive termination of this MSA 3

Financial and Other Irntormstlon

1 CUSTOMER agrees to provide PROVIDER or provide electronic access to financial statements of CUSTOMER when 3 released alter the and of each fiscal year Such financial statements shall be prepared In accordance with U S generally accepted accounting principles CUSTOMER also shall provide such other financial statements and other nfornaWn concerning CUSTOMER s business and CUSTOMER s compliance with the tams and provisions of this MSA as

PROVIDER may reasonably request CUSTOMER authorizes PROVIDER to obtain from third parties financial and credit Information relating to CUSTOMER and CUSTOMER s Individual principal officers or owners as authorized under this

MSA Such Information will be used by PROVIDER in connection with PROVIDER S determination whether to accept this MSA and PROVIDERSa continuing evaluation of the financial and credit stabs of CUSTOMER Pursuant to Applicable Law including the USA PATRIOT Act PROVIDER is obtaining I nfonation and will take necessary action to verify s IdentMy Upon request CUSTOMER shall provide to PROVIDER or their representatives or our regulators CUSTOMER reasonable access to or s CUSTOMER facilities and records for the purpose of performing any Inspection and or copying of s books and CUSTOMER records doomed appropriate by PROVIDER 2 CUSTOMER will provide PROVIDER with written notice of CUSTOMER 3 S Intent to 11quidate substantially change the

basic nature of Its business transfer or all any substantial part 25 or more in vudue of its total assets or 8 1 of 30

CUSTOMER or Its parent Is not a corporation whose shares are fisted an a national seu uritlea exchange or on the over thecounter market change the control or ownership of CUSTOMER or its paren thirty 30 days prior to such liquidation change transfer or sale taking place CUSTOMER will also notify PROVIDER of any judgment writ warrant of attachment execution or against any substantial part 25 or more In valus of CUSTOMER s total assets not later than three days after CUSTOMER obtains knowledge of any such Judgment writ warrant of attachment execution of levy 4

lndsmnilication Intentionally omitted

8

Warranties Limitation on LlabilRy Exclusion of Consequential Damage 1 Dlsclakner of Warrenthm THIS NSA 18 AN AGREEMENT FOR THE SERVICES AND EXCEPT AS EXPRESSLY 5 PROVIDED HEREIN THIS NSA PROVIDER AND ITS RESPECTIVE AFFILIATES DISCLAIM ALL REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED MADE TO CUSTOMER OR ANY OTHER

PERSON INCLUDING WITHOUT LIMfTATION ANY WARRANTIES REGARDING QUALITY SURABJUTY MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE REGARDLESS OF ANY COURSE OF DEALING CUSTOM OR USAGE OF TRADE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS NSA

2 Limitation of Liability M accordance with the Master Contract 5

3 Exclusion of Consequential Damage NOTWITHSTANDING ANYTHING IN THIS NSA TO THE CONTRARY IN NO 5 EVENT SHALL PROVIDER OR iTS AFFILIATES BE LIABLE UNDER ANY THEORY OF TORT CONTRACT STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS LOST REVENUES LOST BUSINESS

OPPORTUNITIES EXEMPLARY PUNITIVE SPECIAL INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES EACH OF WHICH M HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 8

Independent Contractor Third Party Beneficiaries The parties are independent contractors Neither party shall have any

authority to bind the other This MSA and any Addenda Is entered Into solely for the benefit of PROVIDER S and CUSTOMER and will not confer any rights upon any person not expressly a party to this NSA or any Addenda including consumers PROVIDER may subcontract with others to provide Services upon notice to CUSTOMER 7

Publicity Neither party will Initiate publicity relating to this NSA without the prior written approval of to other except that i

either party may make disclosures required by legal accounting or regulatory requirements and i PROVIDER may uae s name in publicity Indicating that CUSTOMER and PROVIDER have entered into a contractual relationship In no CUSTOMER event will either party publicly disparage the other party 8

Exclusivity PROVIDER will be the nonmexdusive provider of the services during the tens CUSTOMER may without

limitation and without rescourse by the PROVIDER contract wfth other PROVIDERS to provide the same or similar services 8 Compliance with Applicable Law In performing Its obligation under this NSA the parties agree to comply with all Applicable Law To the extent that CUSTOMER S obligations under this MSA would cause CUSTOMER to violate any Applicable Law CUSTOMER S obligation to comply with such Applicable Law will prevail Subject to PROVIDER duties under the Scope of Work CUSTOMER shall be solely responsible for m determining which laws and regulations apply to their activities under this MSA

and i maintaining compliance with all Applicable Law CUSTOMER further agrees to cooperate with and to provide infomaeon

requested by any PROVIDER as such PROVIDER deems necessary to facilitate Its compliance with all Applicable Lem CUSTOMER must not use the Services for transactions prohibited by Applicable Law or the Cod Organisation Rules such as those prohibited for alcoholic beverages tobacco products gambling for example those prohibited by the Unlawful Internet Gambling Enforcement Act 31 U C Section 5381 at seq as may be amended from time to time drugs weapons adultcontent S material or adult web Bites services or entertainment

10 Assignment

1 CUSTOMER may not assign or transfer this MSA or any portion of it by operation of law or otherwise and PROVIDER 10

Is not required to continue this MSA after CUSTOMER s merger conversion of entity e g from a corporation to a limited liability company or consolidation majority stack or substantial asset sale wittW PROVIDER prior written consent which wig not be

unreasonably conditioned withheld or delayed CUSTOMER agrees to provide PROVIDER with at least 30 days prior written notice of CUSTOMERS intention to take any of those types of actions Any purported assignment made or other action taken described in this Section without PROVIDERS prior written consent is vokf Except as provided In the following sentence tits MSA wIg be binding upon successors and assigns and will Inure to the benefit of the parties and their respective permgded successors

and assigns No assignee for the benefit of creditors custodian receiver trustee in bankruptcy debtor in possession sheriff or any other officer of a court or other person charged with taking custody of a party s assets or business will have any right to continue or

to assume or to assign this MSA or any portion of it

2 PROVIDER may however assign any or all of Its rights or delegate any or all of its obligations to an affiliate or an entity 10

acquiring all or substantially all of the assets of PROVIDER

11 Choice of Law and Venue This MSA will be governed by the Iawa respecting national banks and to the extent not so covered by the laws of the State of Florida without regard to conflicts of law provisions N any part of this NSA is rat enforceable

tits remaining provisions still remain valid and enforceable The exclusive venue for any actions or claims ariaing under or related to Otis MSA shag be In the courts of the State of Florida and Leon Coumty located in Tallahassee Florida and each party submits to

the Jurisdiction of those courts In won with such actions or claims In performing its obligations under this MSA each party agrees to comply with Applicable Law and Card Organization Rules 2 of 30

12 Wahnr of Jury TrIaL To the extent permitted by Applicable Law CUSTOMER and PROVIDER welve any right to trial by jury

In any action or proceeding regarding any litigation related to this MSA and agree that any such actions or proceedings will be tried by a judge without a jury

13 ConfldeMhtity Subject to the Master Contract CUSTOMER will treat this MSA In accordance with the Florida Transparency Act parties w Il treat the Card Organization Rubs and any information supplied or otherwise made accessible by PROVIDER The or PROVIDER s agents as confidential Including without Iirngatlon 0 information about the products services operations

procedures customers suppliers sales pricing business plans and marketing strategies of PROVIDER Its alltlstes and the customers clients and suppliers of any of them pit arty scientific or technical information design process procedure formula or improvement that is commerdagy valuable and secret in the sense that Its croMidenlleUly affords PROVIDER a competitive

advantage over its competitors No user iDs security codes passwords personal iderttitleation numbers and other security devices and procedures for the Services or related thereto and iv all conNdenfiel or proprietary concepts documentation reports data spedflc atbn s computer software source code object code flow charts databases irrvendons knowhow showtow and trade

secrets whether or not patentable or copyrlghtable and will not disclose the some to any third parties provided however that these restrictions do not apply to Information a rightfully obtained on a non confidential basis from any Individual or erdky other than CUSTOMER or PROVIDER Person and CUSTOMER s agents and representatives which Person was not subject to a duty of confidentiality b rightfully and Independently known by CUSTOMER on a non confidential basis prior to its disclosure c generally available to the public other than through any disclosure by or fault of CUSTOMER CUSTOMER s agents or representatives or d disclosure Is required by Applicable Law

PROVIDER confidential information shall be used by CUSTOMER only to exercise CUSTOMER s rights and to perform

s obligations hereunder CUSTOMER shag receive PROVIDER CUSTOMER s confidential information In conildence and not

disclose the confidential Information to any Person except as required by the Florida Public Records Act and exceptions thereto

Each party shall safeguard all of the other party s confidential irdornagon using a reasonable degree of can but not less than that degree of care used by It in safeguarding Its own similar information or material Upon request by PROVIDER or upon termination of this MSA CUSTOMER shall return to PROVIDER or destroy all of PROVIDER s confidential information in Its possession or control

The obligations of confidentiality and restrictions on use in this Section shall not apply to any congdandal information than I visa in the public domain prior to the date of this MSA or subsequently came Into the public domain through no fault of CUSTOMER N was received from a Person free of any obligation of confidence of CUSTOMER to the Person and which Person to CUSTOMER s

knowledge was rot under an obligation to keep the Information confidential vii was already In CUSTOMER s possession prior to receipt from PROVIDER Iv Is required to be disclosed by law regulation or court order after giving PROVIDER as much advance

notice as practical of the possibility of disclosure or v Is subsequently and Independently developed by CUSTOMER s employees

consultants or agents without use of or reference to PROVIDER s confidential Information

Except as specifically provided for herein or the Master Contract this Section does not corder any right license interest or lib In to

or under PROVIDER s confidential information to CUSTOMER Except as spedflcaly provided for herein no license is hereby granted to CUSTOMER under any patent trademark copyright trade secret or other proprietary rights of PROVIDER

CUSTOMER aduxNdedges that breach of the restrictions on use or disclosure of PROVIDER s confidential Information would result In Immediate and Irreparable harm to PROVIDER and money damages would be Inadequate to compensate for that harm Each

partyshall be entitled to equitable relief in addition to all other available remedies to redress any breach by the other party VVith respect to any Information received by PROVIDER from CUSTOMER via Its use of the Services PROVIDER wig keep such Information confidential In accordance with Master Contract section 6 and applicable law provided that PROVIDER may disclose such information 1 to third parties to the extent necessary to provide the Services l9 PROVIDER s auditors and attorneys Intemal and axtemaq and regulators and iii as required by saw regulation or court order

CUSTOMER shall not assign to any Person the rights to use the Marisa of PROVIDER It agents or time Card Organizations 14 Force Majeurs Force Majeure provisions shall conform to Master Contract PUR Form 1000 1

Attorney Fees Related to Cor traet Obligations Except as otherwise provided by law the parties agree to be responsible for their own attorney fees Incurred in connection with disputes arising under the terms of this Agreement or the Master Contract

16 Notices Except as otherwise speclfically provided all notices and other communications required or permitted hereunder other than those Involving nomm d operational matters relating to time Services shall be In writing shag be sent by mail courier or

facsimile facsimile notices shag be confirmed in writing facsimile oordi natlon If to CUSTOMER at the address appearing on the first page of this MSA and if to PROVIDER at the address stated In the Master Contract and shall be deemed to have been given pursuant to the Master Contract Notice given in any otter manner shall be effective when actually received

17 Headings The headings contained in this MSA are for convenience of reference only and shall not In any way affect the

meaning or construction of any provision of lids MSA

16 Severability The parties intend every provision of this MSA to be severable If army part of this MSA is not enforceable the remaining provisions shag remain valid art enforceable In such case the parties will in good faith modify or substitute a provision consistent with their original Intent If any remedy fails of its essential purpose then all other provisions Including the limitations on Nabggy and exclusion of damages will remain fully effective

It Entire Agreement Waiver The Master Contract which supersedes the MSA and any Addenda in the event of conflicting terms and this MSA consdbrt s the entire agreement between the parties with respect to the subject matter supersedes any previous agreements and understandings and except as provided in other Sections of this MSA can be changed only by a written 3 of 30

agreement signed by d parties Except ad specifically provlded herein this MSA will not benefit or create any right or cease of action on behalf of any person other than the parties Throughout this MS where appropriate singular berms Include the plural

and the plural Includes the singular and the words tiallr and shag we used interchangeably and have the some meaning Headinga are for convenience and reference only and not part of this MSA Except as stated In the Master ConVact Purchase

orders requests for production pre printed terns or other CUSTOMERgermrsted documents that PROVIDER may receive are superseded by this MSA and the Master Contract

A waiver by either of the parties of any of the covenants candttions or agreements to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach or of any other covenant Condition or agreement contained in this MSA No waiver will be effective unless made In writing by the party against whom it Is being enforced THIS MSA IS NOT BINDING UPON PROVIDER UNTIL THE PARTICIPATION AGREEMENT IS SIGNED BY THE CUSTOMER AND PROVIDER

4 of 30

MERCHANT SERVICES BA ARD ADDENDUM TO MASTER SERVICES A I aIKC SME

This Merchant Services Bankcard Addendumn Bankcard Addsndurry Is entered Into by and among the Participant subscribing to this service CUSTOMEln BANK OF AMERICA NA SMK and BANC OF AMERICA MERCHANT SERVICES LLC BAMS7 and supplements the Master Contract and the Master SWAM Agreement between GAMS and CUSTOMER the MSAI BANK

hereby Joins the MSA as a PROVIDER as defined in the MSA and agrees to be bound by Its terms Each of BANK and BAMS is a PROVIDER and collectively referred to In this Bankcard Addendum w the SERVICERS References to the MSA in this Bar card Addendum shag include this Bankcard Addendum CepblbM terms not defined in this Bad rd Addendum are defined In the MSA or Card Organization Rules The Card Organization Rides are made a part of this Bar csrd Addendum by this reference to

them and reference to this Bar card Addendum or Operating Gulde shall be deemed to include the Card Organization Rules unless stated otherwise

This Bankcard Addendum governs processing services regarding MO debit and certain other Card transactions and other swAces as those services are further described in this Bankcsrd Addendum the Fee Schedule attadled hereto as Schedule A

Cmcluding any additions and charges thereto the Fw Schedule any and all concurrent and subsequent addenda supplements or schedules to this Bankcerd Addendum each including the Fee Schedule as amended from time to time a Supple and the Card Organization Rubs all as elected by CUSTOMER and approved by SERVICERS or their applicable A1Mlate for the purposes of this Addendum collectively the aervtcesl Unless otherwise expressly provided in the MSA this Bankcard Addendum or any Supplement m references to each Supplement shall be deemed to Include this Bankcard Addendum pq references to this Bankcard Addendum shall be deemed to Include each Supplement and W references to an Addendum In the MSA shall be deemed to include this Bankcard Addendum and each Supplement with respect to the Services To the content the terns of a Supplement directly conflict with the terms of this Bankcard Addendum the terms of that Supplement shreds control CUSTOMER and SERVICERS agree to comply with this Barkcard Addendum In performing this Bankcard Addendum without diminishing SERVICERS obligations to CUSTOMER SERVICERS may use the services of aft parties incoming without Imitation their respective Affiliates BANK s obligations hereunder shall be limited to the sponsorship and settlement of certain Card transactions submitted in accordance with the temis and conditions of this Bar card Addendum and the Bankcard Card Organization Rubs

In consideration of the mutual covenants and agreements set forth herein and other good and valid consideration the receipt and

sutlicleney of which are hereby acknowledged SERVICERS and CUSTOMER agree as follows 1

Definitions As used in this Bar card Addendum capitalized terms will he the meaning set forth In Annex 1 the Operating

Guide or Card Organization Rules as applicable 2

Services 1 2

Inisrdionally omitted

2 Subject to Card Organization Rules Services may be performed by GAMS or BANK subject to the agreements between

Own as the same may be modified from time to time In addMon to SERVICERS one or more afif lies of GAMS may

assist In providing Terminal or other equipment and local support functions in connection with this Bankcard

Addendum

3 SERVICERS will make the Services operational and avalable to CUSTOMER through a mutually agreed upon 2 Implementation plan CUSTOMER agrees to at all times cooperate with SERVICERS and provide SERVICERS with all necessary Information and assistance required by SERVICERS to provide the Services In a000rda ce with the Card

Organization Rules and Applicable Law including without Imitatlon making Charges to Merchant Equipment as

SERVICERS require CUSTOMER will be responsible for li use Of the Services by CUSTOMER CUSTOMER s employees and agents and Merchant Providers 00 CUSTOMER s failure to property access the Services in the manner prescribed by SERVICERS and iii CUSTOMER s failure to supply accurate information regarding the Services 3

Election of Cards Duty to Honor Cards and Use of Merle

1 Card Election CUSTOMER has elected and SERVICERS have approved CUSTOMER accept those Card types and 3

Services designated in this Bar card Addendum m or the Supplements CUSTOMER may change CUSTOMER s election of Card types and Services from time to time upon at least sixty Q day adwanoe notice to SERVICERS SERVICERS will use

their reasonable efforts to accommodate CUSTOMER s requests in less than this time but SERVICERS will not be obligated

to do so Upon SERVICERS approval of such raw Card type or Service the parties will execute a Supplement therefor CUSTOMER will not seek authorization for or submit a transaction of a new Card type until the parties have entered into a Supplement for It Unless otherwise directed by SERVICERS CUSTOMER will not seek authorisation for or submit a Card tranaac Lion of a Card type CUSTOMER desire to discontinue accepting later than the etfective date of the notice to

SERVICERS 1NIth respect to Inadvertent or Intentional acceptance of a transaction other than the type or service anticipated for CUSTOMER account including without limitation a dflferent Card type CUSTOMER will also be sub W to payment to SERVICERS of their thert current transaction feels with reaped to such Card transaction aridlor service and be liable

obligated and responsible under this Bw xwd Addendum for any such transaction or service to the sane extend as CUSTOMER would be if it was of an anticipated Card We or service

3 Hgagft Cards Generaliv CUSTOMER will honor a Cad by accepting it for payment CUSTOMER will not engage In 2 any acceptance practice or procedure that discriminates against or discourages the use uxt any particular Card type elected by CUSTOMER and approved by SERVICERS In favor of any competing Card brand also elected and approved 3 Cards Issued hY US Card Issuers For all Cards issued by U S Issuers CUSTOMER will honor all Cards within the Card types elected and approved In acoadaroe with ft Bankcard Addendum For example r CUSTOMER eiewxs and is approved to accept Visa credit Cards CUSTOMER will submit psyments from Vonabranded ova Carl Cardholders without regard to whether the credit Card Is a Visa branded rewards credit Card or Visabranded business purpose credit Card 5 of 30

3 Cards Issued by Non 4 US Card Issuers CUSTOMER will tam all Cards Issued by nonU S Issuers For example even If CUSTOMER elects to limit CUSTOMER s acceptance of MasterCard Cards to MasterCard credit Cards CUSTOMER will accept for processing a MasterCard debit Cad Issued by a nonU S Card Issuer

5 Marks Generalh CUSTOMER and SERVICERS acknowledge that no party will acquire any right title or kdasst in or to 3

the Marks of any other party or of any Card Organization or SERVICERS agents by vktue of this Bankcard Addendum without prior written consent CUSTOMER will not assign to any third party any of the rights to use the Marks of SERVCERS SERVICERS agents or Card Orga izations

Except as otherwise provided heroin no party will use any other party s Marks or use language from which the connection of such Marks may be Inb In any advertising written sales promotion press releases or other publicly matters relating to

this Bankcard Addendum without such party s prior written consent 4

General Requiremarts and RasMdlons for Card Transactions

1 Accuracar of Data Submitted CUSTOMER will be responsible for the quality and sco u icy of all data provided to 4

SERVICERS SERVICERS may at SERVICERS option retum to CUSTOMER for correction before processing any date submitted by CUSTOMER which Is Incorrect illegible or otherwise not In proper form If CUSTOMER do not provide data in

accordance with SERVICERS spsdlisd format and schedule SERVICERS will use reasonable efforts to resdwKkft and

process the data as promptly as possible but related expenses Incurred by SERVICERS wN be charged to CUSTOMER 4 Prohibitions on Inciaaahg Prix of Goods or Services CUSTOMER will not Increase the price of goods or services for a 2 Card transaction or Impose any fee for the service of accepting a Card eowept as slowed by the Card Organization Rules and Applicable Law CUSTOMER may charge a convenience or service fee for a Cad tranaaciton only as permitted by the Card Organization Rules and Applicable Law If clearly disclosed to the Cardholder CUSTOMER may offer a discount from the standard price for payments by cash

3 Payments from Cardholders CUSTOMER agrees that CUSTOMER will not accept or process any funds representing a 4 s payment to an Issuer Cardholder

4 Prohibition on Aggregating and Factoring and Employee Transactions CUSTOMER is prohibited from submitting or presenting and agrees not to submit or to present any authorizstion requests for transactions and Sales Drafts arising from kansactdon s between 0 CUSTOMER and Cardholders who are CUSTOMER s owners partners guarantors oflcara or employees other then genuine purchases Iesee or rentals of goods or services from CUSTOMER or other payments to CUSTOMER all In the ordinary course of CUSTOMER s business and VQ Cardholders and third parties for their goods or services or other payments to than

5 Draft Reaukaments All Sales Drafts and Credit Drafts must include all information required sunder and in accordance with 4 the Operating Guide Card Organization Rules and Applicable taw 6 4

Unless otherwise agreed in advance and writing by SERVICERS CUSTOMER must submit all Card transactions in S dollars U

5

Operating Guldr Card Organization Ruts and Compliance

CUSTOMER aftowiedges that it has received the Operating Guide the tams of which are incorporated Into this Bankcard

Addendum any reference to this Bankcard Addendum Includes the Opeadng Guide Notwithstanding g any provision to the contrary contained In this Bankcard Addendum the parties hereto acknowledge and agree that the Operating Guide provides the principals of a sound Card program and contain the relevant subset of the Cad Organization Rules However the Operating Guide is not a complete set of all Card Organization Rules If CUSTOMER loses or otherwise misplaces the Operating Guide or notices of

oranges thereto CUSTOMER shat be responsible for contacting SERViCERS to obtain replacement coples From time to time SERVICERS may change the Operating Guide In whole or In part and other operating procedures by providing CUSTOMER with at least thirty 30 days prior written rnotice of the change However in the evert of chaps In the Cad Organization Rules or due to security reasons certain dnanges In Card procedures may become effective on shorter notice ff there is any conllict between the

temps of tilt Bankcard Addendum and the Operating Guide the temps of this Bankcard Addendum wit govem unless the conflict Is directly related to a change in the Operatig Guide which apeciftaly addressee a procedure or requirement detailed in this Baniccard Addendum

CUSTOMER must comply with the Cad Organization Rules and Applicable Law however with regard to Card Organization Rules CUSTOMERLaw need only comply with those applicable to Cards CUSTOMER will review the Card Organization Rules and

Applicable

htlPANww S

use

from time to time for images visa cornhnerchants and hitpAm

Card Organization Rules are available on wab sites such as mastercardmarchert coo as those Inks may be charged from time to tie

Authorisation

1 CUSTOMER agrees to submit only Card tremadions for which CUSTOMER has received an Authorization Obtaining an 6

Authoritzation will not ensure payment to CUSTOMER for a Sales Draft The fad that an Authorization is obtained by CUSTOMER Will not affect SERVICERS rights thereafter to revoke Authorization of a Card transaction or to change beds the

transaction to CUSTOMER In no event will the fad that an Authorization is obtained by CUSTOMER be deemed to be

SERVICERS representation or warranty either express or Implied that the particular Cad transaction is in fad a valid authorized or undisputed transition entered Into by the Cardholder

2 The Authorization number provided by SERVICERS shall be noted by CUSTOMER in the appropriate place on the Sales 8

Draft If Authorization Is declined CUSTOMER shall not complete the Card transaction

3 CUSTOMER shag comply with any special authorization procedures contained in the Cad Organization Rules and any 6 other sections of parts of this Bankcad Addendum

6 of 30

4 CUSTOMER acknowledges that Authorization g Indicates only the avalabilly of credit at the time of Aufhortzavon 00 8

does not warrant that the person presenting the Card is the rightful Cardholder and 0 n Is not en unconditional promise or guarantee by SERVICERS that any Card transaction will not be subject to Chargebadc 5 If CUSTOMER obtains an AulhorteNdon by telephone CUSTOMER shall record the approval number on the Sales Draft 8 7

Electronic ComnNrce Transactions CUSTOMER acknowledges ledges

and agrees that this Section 7 pertains only to ECTs that arise from transactions effected in

U S dollars All CUSTOMEWs ECTs must be In U S dollars and will be setled in U S dollars Under the Cana

Organization Rules ECTs are considered non faceto face Card transactions In addition CUSTOMER must properly Identify each ECT In the Sales Draft

CUSTOMER agrees to develop and maintain a point of presence on the Internet at CUSTOMER s expense CUSTOMER

must post CUSTOMER s consumer data privacy policy and method of transaction security on CUSTOMER s web stb s

in accordance with the Card Organization Rules and Applicable Law CUSTOMER will In accordance with the Card Organization Rules and Applicable tsar m install and maintain a working flrewal to protect data accessible via the

Internet 1 keep security patches up to date Iig encrypt stored data iv encrypt data sent across networks h use and regularly update antivirus software vi restrict ernes to data on a need to krx W basis vii assign a unique ID to each

person with computer access to data vii not use vendor supplied defaults for system passwords and other seccufty parameters Ix track access to data by unique ID x regularly test securityy systems and processes A maintain a policy

that addresses information security for employees and contractors and ii restrict physical access to Cardholder data

CUSTOMER Internet web site must contain a a complete description of the goods or services offered b s s retumed merchandise and refund policy c CUSTOMER CUSTOMER s customer service contact Information Including mail address andlor telephone number d transaction currency e export or legal restrbCtions rf known 1 e s delivery policy and g CUSTOMER CUSTOMER s country of domicile Immediately prior to the Cardholders accessing of payment Instructions In addition CUSTOMER must disclose at all points of Cardholder Interaction Including any of s supplier or subcontractor Internet web sites and any of CUSTOMER CUSTOMER s promotional materials and Invoices to the Cardholder that CUSTOMER and not any of any CUSTOMER s suppliers of goods or subcontractors for services le the merirerrt of record and responsible for ary Card transaction CUSTOMER must also notify the Cardholder that

CUSTOMER Is responsible for 1 payment transactions If products and services In direct customer service iv

dispute resolution and v all terms and condition a of the transaction CUSTOMER must display on CUSTOMER s Internet web slte s the Card Organization Marks fever CUSTOMER display payment options in accordance with the Operating Guide and Subsection 3 5 of this Bankcerd Addendum

CUSTOMER will be responsible for all coats of connectivity and communication between CUSTOMER the Internet and

SERVICERS CUSTOMER agrees to utilize SSL Secure Sockets Layer or other secure compatible encryption method acceptable to SERVICERS In providing CUSTOMER s ECTs to SERVICERS for authorization processing and

settlement

CUSTOMER assumes all responsibility for Identification of the Cardholder and the vaiktity of the Card brrfarmalon for ECT

CUSTOMER agrees that each Authorization request will Include a request for address vedlcation and a positive response for It CUSTOMER agrees not to identify separately any highdek transactions CUSTOMER submits The highAsk transactions Include but limited to under Merchant 5987 ere

arty

Telemarketing Merchants S

Category Code

Direct

Marketing

Inbound

Multiple Sala Draft and Partlal Consideration 1 8

Except as shall be specifically set forth in the Operating Guide or the Card Organization Rules CUSTOMER shall list d

items of goods and services purchased during each Card transaction and the total amount thereof on a skgie Sales

Draft

2 CUSTOMER shall campy with all special procedures and conditions applicable under the Operating Guide and the 8

Card Organization Rules with respect to any partial payment Installment payment delayed delluery or advance deposit

situation and any delayed or amended charges for a travel and entertainment transaction CUSTOMER shall riot use more than one Sales Draft to represent a single Card transaction to avoid the need for Authorization 9

Pre4Wthorlasd Orders 1 9

2 9

A Pre Authorized Order may Include the payment of reaming charges such as insurance premiums subscriptions membership fees tuition or utfiity charges and may also Include preauthorized health care psyrnerrfs subject to a Supper If CUSTOMER is authorized to accept PreAuthorized Orders Authorization for each such Card transaction regardless of the amount must be obtained and CUSTOMER must write Recurring Transaction for Visa and other nor MasterCard Card transactions or PO for MasterCard Card transactions as applicable an the Sates Draft in lieu of

the Cardholder s signature

3 Except for preauthortred health care payments for the Incremental coats not covered by Insurance advance deposits 9 and installment paymerta all made In compliance with this Bankcard Addendum a PreAuthodzed Order may not Include pedal payments made to CUSTOMER for goods or services purchased in a single transaction In no event may any finance charges be imposed on any periodic payments in connection with a Pre Authorized Order 4 CUSTOMER may not accept a pre Authorized Order from a Cardholder for the purchase of goods or services which are 9 delivered or performed periodically unless the Cardholder completes and delivers to CUSTOMER a written request end when applicable a written renewal request kMnWft I the goods or services to be changed to the Cardholders account ii the amount of the preautiarFied or recurring charges unless such charges are for vadable amounts Itn On frequency of the preaurlhwtzed or recurring charges and 0v the duration of time for which the Cardholder s

permission is granted If CUSTOMER accepts any Pre Authorized Orders for variable amounts CUSTOMER must campy with the supplemental provisions set forth In the applicable Supplements 7 of 30

5 9

The Cardholders written request Including any written renewal request must be a retained for the duration of the

preouthorized or recurring charges b provided In response to an issues request for original documentadoM and c used no longer after receiving notice of cancellation 10

CUSTOMER Responsibilities for Persons Used by CUSTOMER 1 10

Use of Parsons CUSTOMER s use of tine services equipment Software systems materials supplies or

resources of Persons regarding CUSTOMER s Card transactions processing including without Imitation Merchant Providers and any third party lessors and licensors will not OW CUSTOMER s obligations under this Bankcard Addendum to

SERVICERS which will apply to the same ardent as If CUSTOMER had not used them SERVICERS have no liability or responslbigty to CUSTOMER or others regarding these Persons even If SERVICERS referred them to CUSTOMER These s agartts and CUSTOMER is solely responsible for parties are CUSTOMER determining whether they can moat

third

s needs and standards M their actions inactions and compliance with the terms of this Bankcard Addendum CUSTOMER

and Applicable Law and III any and all fees coats expenses and other obligations owed to them by CUSTOMER or owed by

them to SERVICERS or to the Card Organizations

2 10 Merchant Providers Before CUSTOMER engages any Merchant Provider CUSTOMER must provide to SERVICERS in writing a the Merchant Providers legal name b contact information and c intended function

CUSTOMER covenants with SERVICERS that CUSTOMER will not use allow the use of or provide to any Merchant Provider access to any Cardholder data BAMS Systems GAMS Software or Services until CUSTOMER receives

SERVICERS approval and If required confirmation of SERVICERS registration of that Merchant Provider with applicable Card Organizations CUSTOMER must ensure that CUSTOMER and Merchant Providers Q comply with the registration

nfocalior required byOrgani

background

pl

t

with

tinanasl

and any other cand otheri roofporting required C stabby a Card Organization r

re

a

and il comply with this Bankcard Addendum and Applicable Law Including without limitation time provisions requiring security of Cardholder data CUSTOMER may slow Merchant Providers access to Cardholder data only for purposes

authorized under and In conformance with the Card Organization Rules and Applicable Law CUSTOMER is responsible for

all SERVICERS costs and expenses associated with SERVICERS review approval oertitication and roc wtlllcation as may required by the Card Organization Rules and registration of any Merchant Providers

Upon request and reasonable notes CUSTOMER will provide and will ensure that Merchant Providers provide to

SERVICERS and SERVICERS respective representatives prompt access to CUSTOMER s and their facOkles and records for

the purposes of performing any Inspection and copying books or records pertaining to the transactions contemplated under this Bankcard Addendum CUSTOMER must have written agreements with Merchant Providers requiring such access 11

Cardholder Refunds and Credits

1 If a Cardholder returns goods or excels services purchased from CUSTOMER with a Card or CUSTOMER allows any 11 other price adjustment after a sale has been oo rnpbted and a rotund or adjustment is due to the Cardholder other than

any Involuntary re M required by applicable airline or otter tariff or by Applicable Law CUSTOMER will rot netu n

cash to the Cardholder but will Instead prepare a Credit Draft and process each such refund or adjustrnent as specified In the Operating Guide and Card Organization Rules CUSTOMER will give the Cardholder a copy of the completed Credit Drag

2 If CUSTOMER establishes a policy limiting refunds or acceptance of returned merchandise e 11 g no refund exchange only Instore credit only or special condition CUSTOMER must folow the procedures set forth in the Operating Guide regarding refunds and returned merchandise

12

Prosentment of Card Transactions

ocatlons CUSTOMER will provide SERVICERS with a complete list of all CUSTOMER 11 12 s Locations In the United States

and its territories where CUSTOMER dealres to accept Cards with current information for each Location including physical address and telephone number s mailing address and if available fax number s and small address es CUSTOMER will provide an updated list as charges to any of CUSTOMER s locations or their related information occur

2CUSTOMER shall electronically or physically when authorized by SERVICERS delver to SERVICERS Sales Drafts 12 and Credit Drafts for all Card transactions to be processed and settled under this Bankcard Addendum The deadlines for

submitting Sea Drafts and Credit Drab are set forth In the Operating Guide and Card Organization Rules corresponding to the applicable Card types and desired rates in no evert shall such deadli e be later than the lath calendar day or third banking day whichever Is earlier after completing Card transactions unless CUSTOMER is entitled to any special extension of these deadlines CUSTOMER acknowledges that the times specified in the preceding sentence are the maximum deadline and that faster time frames are required to qualify for Incentive programs

3 CUSTOMER will not submit any Sales Draft that was not created In conjunction wish a Card transaction between 12

CUSTOMER and the applicable Cardhoker Under no circumstances will CUSTOMER submit ary Sales Draft that has been previously charged back by the Cardholder and subsequently returned to CUSTOMER 11

Settlement of Card Tranowtions

1 Settlement of Sales Draft SERVICERS will settle with CUSTOMER for each Saks Draft acquired and accepted by 13 SERVICERS under this Bankcard Addendum after SERVICERS receive payment for that Sales Draft from the related

Card Organization subject to the terns of this Bankcard Addendum Unless SERVICERS agree In writing otherwise SERVICERS will only acquire Sales Drab for Visa MasterCard and Discover Network Card types inducing those of other Card Organizations processed under Visa MasterCard or Discover Network Card Organtzation Rules provided however that ff CUSTOMER has been classified by Discover Network as having a Discover Direct Strategic

Relationship with Discover Network SERVICERS will not acquire CUSTOMER s Discover Network transactions and

they will be subject to CUSTOMER s agreement with Discover Network CUSTOMER acknowledges and agrees that if SERVICERS have not agreed to or do not acquire transactions for any Card type W SERVICERS have no liability or responsibility whatsoever for the settlement of or disputes regarding those transactions and M CUSTOMER will pursue 8 of 30

directly with the related Card Organization all claims and disputes regarding those bweacdons CUSTOMER agrees to pay SERVICERS for per Item processing authorization and other fees In the Fee Schedule for any noo acquked

bu sadkm services CUSTOMER receives from SERVICERS

2 Settlement Account and Its Operation CUSTOMER will designate In writing and maintain the Settlement Account for 13

the purposes of seding transactions under this Bankcard Addendum N the Settlement Account la with BANK in the

absence of any other written agreement with BANK the standard terns and conditions that apply to BANICs deposit

accounts of the same We will apply As amounts became payable to CUSTOMER or to SERVICERS under this Banixcwd Adderxlrm SERVICERS may unless otherwise make payments to or r ecelm payments from CUSTOMER by crediting or debiting the Settlement Account without prior notice If CUSTOMER does not maintain a in

P P

Settlement Account with BANK payments between CUSTOMER and SERVICERS must be made in a manner satisfactory to SERVICERS If CUSTOMER does not maintain sufficient balances In the Sediment Account to cover

amounts owing under this Bankewd Addendum CUSTOMER must promptly pay all such amounts dredy to SERVICERS and If CUSTOMER does not do so at SERVICERS discretion SERVICERS may follow default procedures and enforce Its rights under the Master Contract

CUSTOMER acknowledges and agrees that transfers to or from the Settlement Account will be made on the basis of account number and bank routing number only SERVICERS are not responsible for detecting errors in any Settlement Account information CUSTOMER provides Including the accent numbers and routing numbers associated with the

Settlement Account even N any of those numbers do not correspond to the account or bank klertlAsd by name

CUSTOMER obligations and SERVICERS rights regardkg any settlement transfers SERVICERS make In reliance s on the account numbers and bank routing number s far the Settlement Account are not excused In those circumstances even N CUSTOMER provides SERVICERS erroneous Information

SERVICERS will initiate a transfer of settlement funds to CUSTOMER as set forth In Section 13 3 SERVICERS will

not be liable for any delays In receipt of settlement funds or errors In credits or debits to the Settlement Account that are

caused by Persons including but not limited to delays or errors of any Card Organization or any financial kmsetutlon other than BANK

3 Snttlemant Amounts and Time for Settlemerd All settlements to CUSTOMER for Sales Drags will be based upon gross 13

sales minusCUSTOMER the amountstoof Credit Drafts adjustments applicable foes Chargebacks and any other amounts than whether due from

SERVICERS

netted at settlement

or

separately debited

AN credits to

CUSTOMER SartNamert Account or other payments to CUSTOMER are provisional and are subject to m s SERVICERS final audit and confirmation f Card Organization RUles and IN any other obligations owed by CUSTOMER to SERVICERS Except as otherwise set forth in this Bankcard Addendum If SERVICERS receive CUSTOMER s Sales Drags by the

applicable cut off time established by SERVICERS SERVICERS will WOM a transfer of applicable settlernent funds afte receipt ereof fromtothe Card O th rganizations via ACH or other payment system available from SERVICERS for n of t a U C s ER STOM Settlement A nL SERVICERS will gerieraNy Inttlats this transfer by t toll g ER Day e

process the applicable transactions Generally the Settlement Account wh be cradled within two Business Days after SERVICERS Initiation of the transfer 4 13

Settlement Amounts Subfed to Adlus ments

This Bankcard Addendum Is a contract whereby SERVICERS are

extending financial accommodations to CUSTOMER within the meaning of Section 365 c of the Bankruptcy Code s right to receive any amounts due or to became due tram SERVICERS or SERVICERS respective CUSTOMER Affiliates w lWher or not arose amounts are related to this Bankcwd Addendum Is exepressly subject and su bordirmate to Chugebaek setoff Nan security Interest and SERVICERS rights to withhold settlement funds under fie Sankcerd

Addend without regard to whether such Chargebac k setoff lien security interest and the withholding of settlement funds rights are being applied to claims that are liquidated unliquidated fixed contingent matured or uxnahred 14

Fees Adjushnonts Collection of Amounts Due Reconcilement

1 Fees and Card QMiM3Wft C 14 hanum Subject to the Master Contract CUSTOMER will pay SERVICERS within the times specified by SERVICERS all the fees and charges for the Services calculated pursuant to the Fee Schedule which includes fees that we in whole or In part based on q fees set by card Organizations Including wlhotR Imitation inlerd ange fees Card OrganizaVon Based Fees and icy fees set by other third parties together with Card Organization Based Fees ihlyd Party Based Foes and Ii fees that SERVICERS seL Fees will be charged for all authorization requests whether or rot approved all not

quality for the

Draft submitted for processing all Credit Drafts and all Chargebscks N a Card transaction does

kntsncthasmge rate for which It is eligible dw that Card transaction will be downgraded and processed at a more costly Interchange rate for which it qualities To the extentt authafzed by the Master Contract Pricing Schedule

CUSTOMER will pay corrected for the rates originally used

interchange fees for any Card transactions that a Card Organization determines rid not qualify

CUSTOMER acknotwiedges that the fees stated herein one based upon the quafiftedon of CUSTOMER Card transactions

for certain reduced Interchange fees as set by the applicable Card Organized If a transaction fans to qualiy for s anticipated Interchange levels or CUSTOMER Inadvertently or intentionally accepts a Card transaction other CUSTOMER than the type anticpsted for b account Oncluding a diferent Card type then as applicable to the pricing set forth in the Fee Schedule CUSTOMER YAM be charged a higher IMer ehange discount rate or nonqueNNed interchange fee as well as any applicable scrctarge for that transaction all as act forth in the Fee Schedule The fees for Services set forth in this Bankcard Addendum are teased upon assumptions associated with the anticipated annual vdume and average transaction size set forth on the Fee Schedule and CUSTOMER s method of doing business if the actual volume or average transaction size are not as expected or N CUSTOMER significantly alters your method of doing 9 of 30

business SERVICERS may adjust your discount fees and transaction fees with prior notice based on the tiers of vows It the Master Contract Pricing Schedule

2 Card Organization Fans Fires Assessments end Penalties In addition CUSTOMER will pay to SERVICERS all fees 14

including increased fees assessments flnes penalties Issuer relmbrxssmerts and similar charges krpron

by Card

Orgenhzati ns on SERVICERS directly misled to CUSTOMERS Card transactions or based on CUSTOMERS actions or failure to act including but not limited to CUSTOMERS non compliance with data security requirements 3 Payment of Fees Chases and Other Amauts SERVICERS may debit the Seldemert Account for or withhold from 14 taxis SERVICERS owe CUSTOMER under this Bankcard Addendum of amounts CUSTOMER owes SERVICERS under

this Bankcand Addendum If suMkilent taxis are not available from the Settlement Account CUSTOMER must pay the amount of any deficiency promptly upon demand and pursuant to section 215 422 Florida Stables

4 Changes in Amount of Fees and New Fees SERVICERS will provide CUSTOMER with at least thirty 30 days 14 advance notice of wry Third Party Based Fee changes in the Fee Schedule However SERVICERS ability to provide notice of changes to Third Party Based Fees depends on SERVICERV receipt of finely notice from those parties and SERVICERS may not be able to provide CUSTOMER with that much advance ratios for those In charges and In those Instances

changes will become affective on the date spectiled In the notice CUSTOMER will be responsible for paying any Increased or new fees as of the eftective date In SERVICERS notice

5 14

Fees for Supplies and Other Services Intentionally omitted

8 Taxes Installation 14 DeInstallation if required by applicable law CUSTOMER agrees to pay any and all sales use excise personal properly stamp documentary and advalorem taxes license and registration fees assessments tires penalties and almlar charges Taxssl Imposed on the Services or the transactions contemplated by this sw card

Addendum CUSTOMER also agrees to pay any and of Taxes imposed on the ownership possession or Luis of the Merchant Equipment CUSTOMER suthodres SERVICERS or SERVICERS respective assigns to Increase the amount of

CUSTOMERS preauthortzed payment to reflect any and all increases in ail applicable Taxes CUSTOMER iLnow agrees to pay any and all costs associated with the Installation and deinstallation of Purchased Equipment to the extent authortax by the Master Contract and its Pricing Schedule CUSTOMER Is not responsible for any taxes Imposed on SERVICERS based on SERVICERS net income

7 Duty to Review Statements and Report Discrepancies CUSTOMER must promply and caret review statements 14 and reports provided or made available to CUSTOMER physically elecronically or otherwise reflecting Card transaction activity Including activity in the Settlement Account and Reserve Account whether prodded by SERVICERS or Pomona

8 Duty to Noft Bank of Discrepancies or Adtustmer fs If CUSTOMER believes any discrepancies exist or adju tmerds 14

are needed with respect to any debits or credits affected by SERVICERS with respect to CUSTOMER Sefflwwrt Account

or Be Reserve Accountt or for any amounts due to or due from CUSTOMER or I CUSTOMER has any other questions or concerns regarding CUSTOMER Card transactions that are processed and settled by SERVICERS or regarding any statement or report provided or made evalable by SERVICERS physically electronically or otherwise CUSTOMER must notify SERVICERS in writing within ably 80 days after such debt or credit Is effected such transaction Is processed and settled or such statement or report Is provided or pi such shorter time as is provided in the terms and condit ne covarkg that account If CUSTOMER fails to notify SERVICERS within such time frame SERVICERS will not be required to

Investigate the metier or effect wry related adjustment absent any wllfd misconduct by SERVICERS If CUSTOMER notitles

SERVICERS after such time period SERVICERS may In SERVICERS discretion and at CUSTOMERS cost krywilgime the matter addressed in CUSTOMERSs notice but SERVICERS will not have arty liability to effect any related aclXatment absent any wiltiul misconduct by SERVICERS Any voluntary effats by SERVICERS to assist CUSTOMER In Investigating such matters will not create any obligation to continue such Investigation or arty future investigation

9 QW Boarding Merchant System CUSTOMER will be responsible for auditing balancing verifying and reconciling 14

any outd4mdance condition within the Merchant Systems and for notitylg SERVICERS of any errors In the foregoing after

receipt of the applicable report from SERViCERS CUSTOMER will notify SERVICERS of all incorrect reports or output within seven 7 Business Days or as otherwise required by Card Orgeni atlon Rules after receipt of such reports or output Viithin three 3 business days or as otlenMse required by the Card Organization Mules of the original transaction CUSTOMER must balance each Location to the BAMS system for each business day that each Location Is open if CUSTOMER delarndnes

that transection a have been processed In error CUSTOMER will NOVA the appropriate transaction for adju invent to correct the transaction In question CUSTOMER is responsible for all applicable ad zbn t fees per applicable Card Organization 15

Chargebacks

1 Charoeblio Payable Promotly 15

CUSTOMER will pay SERVICERS the amount of each Card transaction that

CUSTOMER submitted to SERVICERS for processing that is charged back to SERVICERS for any reason permitted by the Card Orgartration Rules Each Chargebecc to CUSTOMER Is Immediately due and payable by CUSTOMER 2 15 isouting Cherosbacks CUSTOMER may dispute a Chargeback as provided In the Card Organization Rules Including any requirements for timely submission SERVICERS obligation to CUSTOMER respectlg Chargeback disputes is limited to permissible presentnent of CUSTOMERs dispute to the appropriate Card Organization SERVICERS will not

engage in direct collection efforts against Cardholders on CUSTOMER s behalf

3 QWmeback Fees Subject to the Master Contract CUSTOMER will pay SERVICERS the fees associated with 15 processing Chargebacks as provided In the Fee Sch o without regard to whether the Chargeback Is settled In CUSTOMERS favor or the Cord holdoes favor In addition in the event the percentage of Chargebacks to CUSTOMERS merchant account meets or exceeds the percentage considered excessive by the Card Orgenhzatieone CUSTOMER will pay SERVICERS the Excess Chargeback Fee aided in the Fee Schedule in addition to any fees imposed an SERVICERS by the 10 of 30

Card Organizations The rate and the method of calculation for what each Card Organization considers W Mtva may be found In its Card Organization Rules All fees related to processing ChafgebaGu are promptly due and payable to SERVICERS upon assessrnenL 16

Representations Warrerntles and Covenants

1 VAhoLd limiting any other warranties hereunder CUSTOMER represents warrants and covenants with SERVICERS and with 16

the su brrnission of each Card transaction reallirms the following representstions warranties and covenants m

tl

IIQ QV y

each Card transaction Is germane and arises from a bona tide traraection permissible under the Card Organization Rules and Applicable Law by the Cardholder directly with CUSTOMER

Each Card transaction represents a valid obligation for the amount atom on the Sales Drsit Preauthorized Order or Credit Draft and doss not Involve the use of a Card for any other purpose each Card transaction represents an obligation of the related Cardholder for the amount of the Card transaction the amount charged for each Card transaction Is riot subject to any dispute set ON or cmx terdalm

ach Car transa lion amount Is only for respective merchandise or services pnciuding taum bud without ary e deposit Cud

rented or other payments to CUSTOMER and exoept for any delayed delivery or advance ltd leased orexpressly authorized by this Bankcard Addendum that merchandise or service was actually

delivered to or performed for the Cardholder entering Into that Card transaction simultaneously upon CUSTOMER NO

Vlq vIIQ Ix

accepting and submitting that Card transaction for processing

with respect to each Card transaction CUSTOMER has no knowledge or notice of any fact circumstance or defense which would indicate that such Card transaction Is fraudulent or not authorized by the related Cardholder or which world otherwise impair the validity or collectability of that Cardholder s obligation artsing from that Card transaction or relieve that Cardholder from liability with respect thereto

each Card transaction is made in accordance with this Bankcard Addendum and Applicable Lawn and each Sales Draft Is free of any alternation not authorized by the related Cardholder

CUSTOMER has completed one Card transaction per sale or one Card transaction per shipment of goods for which CUSTOMER is validly existing In good standing and Tree to enter Into this Bankcard Addendum

the Cardholder has agreed to partial shipments x A roc ili

all irdon allon provided to SERVICERS in support of this Bankcard Addendum is he and correct

CUSTOMER is not doing business under a name or style not previously disclosed to SERVICERS

CUSTOMER has riot changed the nature of CUSTOMER s business Card acceptance practices delivery methods

return policies or types of products or services sold requiring a different merchant category code under Cad dv xv

xvQ

xvN

Organization Runes in a way not previously disclosed to SERVICERS

CUSTOMER will use the Services only for CUSTOMER s own proper business purposes and will not resell directly or Indirectly any part of the Services to any Person CUSTOMER has not NW a bankruptcy petition not previously disclosed to SERVICERS

CUSTOMER owns and controls the Settlement Account and no security Interest or lien of any type in favor of a Person exists regarding the Settlement Account or any Card transaction

Intentionally omktsdl

xvifl each Card transaction was made In accordance with the terms of this Bankcard Addendum 2 SERVICERS represent and warrant to CUSTOMER that 16

17

1

SERVCERS will perform their obligations pusuant to this Bankcard Addendum in accordance with the Applicable Law and the Card Organization Rules

pit

SERVICERS are validly odating in good standing and free to enter into this Bankcard Addendum

Rotautlon of Records

1 Unless prohibited by the Card Organization Rules CUSTOMER will retain for a period of at least eighteen 18 months 17 from the date of the Card transaction or such other longer period as may be required by the Card Organization Rules legible copies or Images electronically or ollwwwiss of CUSTOMER s Sales Drafts Cardholder consents for pro Authorized Orders and Credit Draft s CUSTOMER obligation to retain records does not provide authority for CUSTOMER to retain Card magnetic stripe data 2 CUSTOMER will submit to SERVICERS a legible copy or image of a Sales Dreg Cardholder consent for a pre 17 Authorized Order or Credit Draft ff arry Issuer requests one CUSTOMER s deadline for providing to SERVICERS a legible copy or Image of the requested Sales Draft Cardholder consent sent for a ProAuUrorized Order or Credit Draft Is as specified in the notice from SERVICERS in accordance with the Card Orgarnization Rules lndusiwe of time for

SERVICERS to complete and present to a Card Organization within the time frame required by the Cad Organization Rules CUSTOMER acknowledges that CUSTOMER s faikae to properly and timely respond to any reMeval request

may result in a Chargeback

18 System TestNup and System Enhancements

1 SERVICERS reserve the right to conduct testing of the Merchant Systems for a period of time reasonably necessary for 18 Own to meet SERVICERS the Merchant Equipment manufacturers any third party integrators and the Cad Organizations thencurrent applicable requirements Throughout the tern of this Bankcard Addendum If CUSTOMER changes or modifies

the Merchant Systems for any reason including but not limited to modifications to ac ommodde charges in Card Organization

Rules or Applicable Law CUSTOMER will promptly notify SERVICERS of such changes or modMcefors and SERVICERS will have a reasonable amount of time to conduct certification testing of the Merchant Systems to verify that N meets SERVICERS any third party Integrator s and the Card OrgNdzatiorns therm cement applicable requirements The first such standard reosrtltk ation will be performed by SERVICERS at no cost to CUSTOMER however subsequent recertHkstbns will

be billed to CUSTOMER at SERVICERS thencurrent hourly rate Notw1hatending anything to the contrary by conducting lmplementatlon or certification testing SERViCERS do not guarantee that CUSTOMER s tra sedlors will quality at the lowest possible Interchange level CUSTOMER assumes all liability resulting from CUSTOMER s failure to no SERVICERS of the changes or modifications or CUSTOMER s refusal to allow SERVICERS to conduct the implementation or certification testing 11 of 30

182 If albs the effective data of this Bankcard Addendum CUSTOMER requests SERVICERS to perform or provide any

system enhanownenb custom reports special 11es terminal applications related swvioe anhancemenls or new services coNectW Ilystsm Enhancementsl and SERVICERS agree to do so these System Enharxemanis will be made in accordance with terms and conditions Including pricing agreed to by the parties In wdWV 19 Confider lallty

1 Subject to the Master Contract and In addition to the information security provisions elsewhere In the MSA and this 19

Bankcard Addendum neither CUSTOMER nor SERVICERS will use store disclose sail or disseminate any Cardholder data obtained in connection with a Card transaction except in accordance with the Card Organization Rubs and

Applicable Law e g for purposes of authorizing completing and settikrg Card transactions and resolving any Chorgebacks retrieval requests or similar Issues Involving Card transactions The foregoing will not apply in the instance of a court or governmental request subpoena or order SERVICERS may use any Cardholder data for purposes associated with BANK s role as an Issuer If such Cardholder data is derived from a Card transaction in which the Card

used was Issued by BANK Further in accordance with the Operating Guide Card Organization Rules and Applicable Low SERVICERS may participate In sharing Cardholder data among SERVICERS Affilates other financial institutions regulatory authorities law ordbrosment agencies and any ollh r Persons authorized by ft Card Organization Rubs and Applicable Law In addition SERVICERS may pariidpate in sharing Cardholder data with any Card Organization or Its designee at the request of that Card Organization

2 SERVICERS will keep confidential in accordance with Applicable Law and the Card Organization Rules any information 19 received

by SERVICERS from CUSTOMER or CUSTOMER s agents regarding CUSTOMER s ass of the

Services including any relationship and transaction information provided that SERVICERS may disdose such Information n to Pennons only to the extent necessary to probe the Services ill SERVICERS respective audit and attorneys pnWnel and extemaQ and regulators 01 as required by Applicable Law and according to the Mater Contract CUSTOMER acknowledges and agrees that any irdormdon obtained by SERVICERS may be shared with SERVICERS respective Aftliates who have a needto know in connection with the provision of the Services as long as such A11NaEes are under obligation to treat such Information with the same degree of care as required of SERVICERS 20

Exam lnedons Audits and Corrective Action

1 20 SERVICERS Riau SERVICERS or their respective designees will have the riot during the term of this Bankcad Addendum and for one 1 year thereafter upon reasonable advance written notice and during normal business hours to cor duct a

review of the books records operations and Merchant Equipment of CUSTOMER Merchant Providers and CUSTOMER s other

third party servke providers to determine or to verity CUSTOMER s and their cxmplarxe with CUSTOMER s obligations under this Bankcard Addendum

2 20

Card Organization and investigation CUSTOMER will upon reasonable prior written notice from SERVICERS and as

directed by any Card Organization pemmrtt any Person acceptable to that Card Organization to examine and audit the records operations and Merchant Systems relevant to such Card Orgarizadom The scope standards and trequerxy of the examinations

and audits will be determined by the Card Organization requesting N The results Including but not I mited to any written reports of such examinations and audits must be made available to the Card Organization requesting it and SERMCERS AN o penes related to such examinations and audits will be pail by CUSTOMER 3 20

gam CUSTOMER must promptly take corrective action acceptable to SERVICERS and the Card Organizations

to really m any failure to comply with this Bankcard Addendum or any problem Identified in any report examination or audit that

could reasonably be expected to have an adverse Impact on SERVICERS Issuers Card Organizations or Cardholders and 0 any control deficiencies Identified In such report 4 20

Rerautataro Age nclrs Notwithstanding anythinng to the contrary In Section 13 of the MSA and Sections 19 and 26 of this Bankcard Addendum CUSTOMER agrees to provide reasonable access to Merchant Systems and CUSTOMER s facilities and

records and gum of Merchant Providers during normal business hours for examination purposes to any state or federal agendas

with jurisdiction over SERVICERS or any Card Organization upon SERVICERS prior written request 21 Asahgnment

1 Any transfer or assignment of this Bankcard Addendum by CUSTOMER without SERVICERS prior written consent by 21 operation of law or otherwise is voidable at either SERVICER S ado discretion

In the a vend of such transfer or

assignment the party to whom the Bankcard Addendum was transferred or assigned shall be bound to the temp and owditions of this Bankcard Addendum to the same extent as N SERVICERS and such assignee or transferee as the case may be entered into an agreement identical to this Bankcard Addendum on the effective date of such ftmfer or

assignment Furthermore CUSTOMER is responsible far Chargebacks expenses costs fees and lanes arising in connection with such trasferee s or assignee s as the case may be submission of Card transactions to SERVICERS for processing

2 Upon rgtiee to CUSTOMER another Visa and MasterCard member may be substituted for BANK under whose 21 sponsorship this Bankcard Addendum Is performed Upon substitution such other Visa and MasterCard member shall be

responsible for all obligations required of BANK inclrxNng without Imitation as may be expressly required by applicable Card Organization Rules Subject to Card Organization Rules SERVICERS may assign or transfer this Bankcard Addendum and their respective rights and obligations hereunder and may delegate their respective dutlas hereunder in whole or In part to any Person whether in connection with a charge in sponsorship as set forth in the preceding sentence or otherwise with notice to CUSTOMER

3 Except as provided in the following sentence this Bankcard Addendum shalt be biding upon permitted successors and 21 assigns and shat Inure to the bereft of the parties and their respective permitted successors and assigns No assignee for the benefit of creditors custodian receiver trustee in barivuptcy debtor in possession sheriff or any other officer of a 12 of 30

court or other person charged with taking custody of a pary a assets or business shall have any right to continue or to

assume or to assign this Bankcard Addendum 22

Term Events of Default

1 This Bard 22 rd Addendum and the applicable Schedules shag become effective upon the date this Bankcard Addendum

and the applicable Supplements are signed by BANK which shag in all Instances be on or alter the date s CUSTOMER and SERVICERS sign this Bwd Fd Addendum and the applicable Supplements CUSTOMER acknowledges and agrees that to the extent this Bankcard Addendum does rat represent a renewal or extension of a ciuent agreement between the parties for the Services contemplated hereunder CUSTOMER shag not process a JW nontest Card transaction under this Bankcard Addendum until such time as CUSTOMER has been approved by SANS credit department and BANS and BANK have executed this Bankcwd Addendum

2 The 22 Initial term and any 1 subsequent terms of this Bankcard Addendum shag commence and shall continue in force as described In Subsection 2 of the MSA 3 22

If any of the everts shall occur each an Event of Default as specified in the Master Contract or wwre N Addendum may be terminated by SEWCERS by giving not less than thirty 30 days notice to CUSTOMER and upon required by soolkable Card Oroanizstion Rules then upon the occurrence of an Event of Default this Bw mrd

such notice all amounts payable hereunder by CUSTOMER to SERVICERS shall be due and payable on demand

4 Neither the expiration nor lamination of this Bankcard Addendum shall terminate the obligations and rights of the 22 pates pursuant to provisions of this Bankcard Addendum which by their terns are Intended to survive or be perpetual or Irrevocable and such provisions shall survive the expiration or termination of this Bankcard Addendum

5 their 22 If anyrights Eventand of Default shall have occurred and be continuing SERVICERS may in their sole discretion exercise all of remedies under the Master Contract 6 Intentionally omitted 22

7 This Bankcard Addendum also may be terminated by SERVICERS without notice or penally if such termination is 22

necessary for SERVICERS to campy with their obligations under any Applicable Law role or regulation khc LMV but termination of this Bankcard Addendum pursuant to this Subsection 22 7 shall not be deemed a breach of oontract by SERVICERS not limited to the Office of Foreign Assets Control OFACJ Regulations and Card Orgenlration Rules SERVICERS

8 If this Bankcard Addendum Is termnated for cause CUSTOMER acknowledges that SERVICERS may be required to 22 report CUSTOMER s business name and the names and other identification of its principals to the terminated merchant

tiles maintained by the Card Organizations CUSTOMER expressly agrees and consents to such reporting in the evert CUSTOMER Is terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by a Cab Organization Furthermore CUSTOMER agrees to waive ail claims which CUSTOMER may have as a result of such reporting

9 In addition to the provisions of the MSA that survive termination the terms and provisions governing CUSTOMER 22 s obligations and Ilabggl0s and SERVICERS rights regarding the following mattes will survive termination until all these matters are resolved or settled and all amounts owed to SERVICERS regarding these mattes are fully paid 0 processing and settlement of Card transactions Sales Drafts and Credit Drags II adjustments ON all amounts due SERVICERS under this Bankcard Addendum Iv the resolution of any Chorgsbadcs disputes or otihe Issues Involving Card transactions V Compromised Data Events and VI all SERVICERS rights regarding CUSTOMER s broach of any of its agreements representations warranties covenants or other obligations under this Bankcard Addendum In addition to the above and any terms and provisions which by their terms or nature survive termination the terms and provisions of Sections 9 14 through 21 inclusive 23 through 27 inclusive Subsection 22 7 and this Subsection 22 9 shall survive any termination of this Bankcard Addendum Upon termination of this Bankcard Addendum and In accordance with PCI DSS CUSTOMER agrees to promptly complete card prooaases by sending SERVICERS all the data relating to Card transactions made up to the date of termination

10 After termination of this Bankcard Addendum for any reason whatsoever CUSTOMER shall conttlnue to bear total 22 responsibility for all Chargebacks fees credits and adjustments resulting from Card transactions processed pursuant to this Bankcard Addendum and all other amounts then due or which thereafter may become due to SERVICERS under this Bankcard Addendum or which may be due to SERVICERS before or after such termination to sew SERVICERS or any of SERVICERS respective Af hates for any related equipment or relsted services

23

Reserve Account Intentionally omitted

24

Indemnification Intentionally omitted

25 Liquidated Damages Intentionally omitted 26

Information Security

1 26

hate Protection CUSTOMER mint and rust ensue that Merchant Providers have proper security measures in place for the protection of Cardholder data and comply with the Data Security Standards adopted by the PCI Security Standards Council

as amended the PG D38n which may be reflected in the Visa Cardholder Information Security Program LISP the C LL MasterCard Site Data Protection Program SDP and Discover Network s Information and Security Compliance DISCS in

addition all otheratCard Rules row or in the atone Additional hkf matbn regarding the CISP SDP programs and DISC Is to available the Organkedon Visa web site 1sI the MasterCard web site con visa www

Discover

13 of 30

s Network

web

site

com1froudsowtddloWthl

wma

and

at

the

PCI

DSS

web

site

as those links may be updated by such parties respectively from time to time In addition when available CUSTOMER must use only services and Mad ant Equipment that have been cerefled as PCI DSS Complaint by

the Card Organizations CUSTOMER must have written agreements with Merchant Providers requiring such compliance CUSTOMER is responsible for dermonatrating CUSTOMER s and Merchant Providers compliance with the CISP SDP DISC and

PCI DSS programs and providing SERVICERS or SERVICERS designate with reasormble access to CUSTOMER s Locations and facilities and erwring that Merchant Providers provide reasonable access to their fadilties to verify CUSTOMER s and Merchant Providers ability to prevent security vidations 2 28

Controls CUSTOMER must and must ensure that all Merchant Providers have maintain and use at all tkrres proper

Controls as spedlted in the Card Organization Rules and Applicable Law for secure storage of limited access to and rendering unreadable prior to discarding sat records Contandng Cardholder data Card Imprints and Card oktar signatures Subject to Card Organization Rules CUSTOMER must not retskr or store magnetic stripe or PIN deft alter a transaction has been authorized If CUSTOMER stores any electronically Captured Cardholder signature CUSTOMER may reproduce such signature only upon SERVICERS request 3 26

iSl In addition to CUSTOMER Si9 s obligations as set forth in Section 4 of the MSA and Sections 14 and 24 of this Bankcard

Addendum if CUSTOMER or a Merchant Provider or other Parson Load by CUSTOMER is detardned by any Card Organization

regardless of any forensic anaysis or report to be the likely source of any lose disclosure theft or compromise of Cardholder data or Card transaction information together Compromised Data Event and regardless of CUSTOMER s belef that CUSTOMER

has complied with the Card Organization Rubs and Applicable Law or any other security precautions and is not responsible for the Compromised Data Event CUSTOMER must promptly repay SERVICER for sit related expenses claims assessments fines losses costs and penalties and Issuer reimbursements Imposed by the Card Organizations against SERVICER together Data

Compromise L ossesl CUSTOMER reserves all rights of the State or Participant under AppUceble Law Issuer Casts In addition to CUSTOMER s obligations in Section 4 of the MSA and Sections 14 and 24 and Subsection 26 3 of this Bankcard Addendum CUSTOMER Is responsible for for all expenses and claims made by Issuers alleging CUSTOMER s 26A

responsibility for the loss disclosure theft or compromise of Cardholder data or transaction data apart from any claim procedures administered by the Card Organizations

Compromised Data Event Aposals If SERVICERS are allowed under the Card Organization Rules to contest or appeal arty claim of on Issuer or any amount assessed by a Card Organization against SERVICERS which CUSTOMER Is obligated to pay under this Section 26 CUSTOMER will be given the opportunity to advise whether CUSTOMER wishes SERVICERS to contest or appeal the claim assessment penalty or tine The decision to contest or appeal will be In SERVICERS reasonable discretion

5 26

and if CUSTOMER asks SERVICERS to contest or appeal all related costs will be paid by CUSTOMER Arty amount returned to SERVICERS as a result of the conlest or appeal will be promptly refunded to CUSTOMER

Notice of Data Breach CUSTOMER will m immadbtey within a commercially reasonable time notify SERVICERS of any suspected alleged or confirmed Compromsed Data Event regardless of the source including any from any Merchant Provider and iQ engage at CUSTOMER s expanse a osrtified forensic vendor acceptable to SERVICERS and the Card Organizations no later than the time required by a Card Organization which may be no longer than 24 hours following CUSTOMER s suspected or actual 6 26

discovery of that Compromised Data Event If required by a Cad Organization SERVICERS will engage a forensic vendor approved by a Card Organization at CUSTOMER s expense CUSTOMER must cooperate with the forensic vendor so that it may immediately conduct an examination of Merchant Equipment Merchant Systems and CUSTOMER s and Merdhad Providers procedures and records and iosue a written report of Its findings CUSTOMER agrees that upon CUSTOMER s suspected or actual discovery of a Compromised Data Event CUSTOMER will not titer or destroy any related records CUSTOMER agrees to maintain complete and accurate documentation regarding any modifications made to the records CUSTOMER will share with SERVICERS

information related to CUSTOMER s or any Card Orgaization s investigation related to any actual or suspected Compromised Data Event Incctuding but not timfted to forensic reports and systems audits and SERVICERS may share that information with Card Organizatlons 7 26

System Sans Upon notice to CUSTOMER SERVICERS or SERVICERS respective representatives may conduct remote

electronic scam of Merchant Systems shear to those conducted under the PCi DSS to confirm compliance with the requirements

of the PCI DDS and similar requirements of the Card Organizations CUSTOMER must promptly cooperate with SERVICERS to facilitate the scans 8 26

Fees for NonComolence Intentionally omitted

9 26

SERVICER Recuiremenis

SERVICERS must campy with all applicable Card Organization Rules including without

Ilmtiation those related to PCI DSS SERVICERS may in their sob discretion suspend or terminate Services under this Bankcard Addendum for any Compromised Data Event 27

Notion

The notice address for GAMS shall be as set forth in Section 16 of the MS the notice address for BANK shall be 1231

Durrett Late Louisville KY 40213 Attention Operations Manager with a copy to BANiCs Legal DeparknentMerchant Services Group at Bank of America N A Bank of America Plaza 101 South Tryon Street Mal Code NCi002 29 01 Charlotte North Carolina 282554001 Facsirnile 7047195308

28 Card Organization Disclosure Member Bank krformedon Bank of America NA

The BANK s malting address is 1231 Durret Lane Louisville KY 40213 and its phone number is 8004307161 14 of 30

Important Member Senk Responsibilities a The BANK Is the only WAY approved to extend acceptance of Visa and MasterCard products directly to a Merchant b The BANK must be a principal signer to ttds Bankcard c

Addendum The BANK is responsible for educating Merchants on pertinent Card Organization Rules with which Merchants must comply but this information may be provided to CUSTOMER

by BANK d

Important Merchant Responsibilities

a Ensure cornplanoe with Cardholder data security and storage requirements b

Maintain

fraud

and

Chargebaft

below

c

Review and understand the terms of the Bankcard Addendum

d Comply with Card Organization Rules

The BANK Is responsible for and must provide settlement funds to the CUSTOMER in accordance with the terns of this Sankcard Addendum

e

The BANK is responsible for all funds held in reserve that are derived from settlement

THIS BANKCARD ADDENDUM 18 NOT BINDING UPON

THE

AGREEMENT IS SIGNED BY CUSTOMER AND PROVIDER

15 of 30

PARTIES

Card

Organization thresholds

UNTIL

THE

APPLICABLE

PARTICIPATION

ANNEX 1

The following tens shall have the following meanings such meanings to be equally applicable to both the singular and plural forms of the terns dellned

Acquirer means Bank In the case of MasterCard Visa and certain debit Card transactions and Processor in the case of Discover Network Card transactions

AMNaW means a Person that directly or indirectly 01 owns or controls a party to this Bankcard Addendum or iq Is under common ownership or control with a party to this Bankcard Addendum

Agreement means collectively the MSA this Bankcard Addendum including the Supplements and the Operating Guide as each may be amended from time to time

Applicable Law means ail federal state and local statutes ordinances laws regulations and executive administrative and judicial orders applic to this 9ankcard Addendum the transactions or other matters contemplated under this Bankcard Addendum Including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the U S

Department of the Treasury and all amendments thereto and with respect to Bank also guidance by Its financial Institution regulators

Authorhatdon means an approval by or an behalf of the issuer to validate a Card transaction An Authorization Indicates only the

availability of the Cardholders credit Iimit or funds at the time the Authorization Is requested

BANS SoflwraW means Software licensed to CUSTOMER by BAMS including any third party Software GAMS subiieansed to

CUSTOMER

BANS Syslsrns means any and all Card related Information reporting operating and processing systems used by BAMS or

Persona on GAMS behaU Including without limitation hardware BAMS Software related documentation technical formats and spe Hicatlons technical and business information related to Inventions present and future products and product Naas Mellectual

property knowhow and any other information that is identified as BAMS systems whether owned by RAMS or Persons used by RAMS Bankruptcy Code means title 11 of the United States Code as amended from time to time

Business Day means a day other than Saturday or Sunday on which SERVICERS are generally open for business Card See either Credit Card or Debit Card

Cardholder means a Person whose name Is embossed on the Card and any authorized user of such Card

Card Organlzaatlon means any entity formed to administer and promote Cards Including Visa U A Inc Visa MasterCard S International Incorporated MasterCard and DFS Services LLC Discover Network and any applicable Debit Networks

Card Organisation Rules means the rules regulations releases interpretations directives and other regrdremerb whether

contractual or otherwise imposed or adopted by any Card Organization and related authorities including without limitation those of the PCI Security Standards Council LLC and the National Automated Clearing House Association pricluding with respect to EBT the Quest Operating Rules and with respect to PIN debit Cards the rules regulations policies and procedures of the applicable Debit Network

Chargeback means a Card transaction or disputed portion thereof that Is returned to SERVICERS by the Issuer the liability of

which Is the CUSTOMER s responsibli ty

CWm means any claim demand suit action cause of action or proceeding of any form kind or nature Including contract claims

and negligence and other tort claims

Credit Card means a valid device bearing Organization the Mark of Visa MasterCard or Discover Network and authorizing the Cardholder to buy goods or services an credit and to the extent the Supplements so provide a valid device authorizing the Cardholder to bury goods or services on credit and issued by any other Card Organization spedfled on such Supplements Credit Dratr means a document evidencing the return of merchandise by a Cardholder to CUSTOMER or other refund or price

adjustment made by the CUSTOMER to the Cardholder whether electronic paper or some other form all of which must oonform to Card Organization Rules and Applicable Law

Debit Card See either PIN Debit Cad or NonPIN Debit Card

Debit Network means the telecommunications and processing system of a shared electronic funds transfer network

Discount Redo meads a percentage rate addfor amount charged a merchant for processing Its qualifying daily Credit Cad and

NonPIN Debit Card transactions as further described In Subsection 14 1 of this Bankcard Addendum and in the Fee Schedule Transactions that fall to meet applicable Interchange requirements will be changed additional amounts as not forth in Subsection 1 of this Bankcard Addendum and the Fee Schedule 14

16 of 30

Electronic Benefits Trarsfee EBT means the electronic transfer of government benefit funds to Individuals through the sae of

Card technology with point of sale terminals as further described in the applicable Addenda

EBT Network meens a shared electronic funds transfer network that is used by Its members to assist guvw Ont agencies in the distribution of bsneills to eligible Recipients whether such benefits are for the delivery of services or the transfer of funds or

information

Electronic Commerce Transaction ECT means a Card transaction that occurs on the Internet as further described in Section 7

Fee Schedule means the fee schedules provided with this Bankcard Addendum indudUhg without lmitation Schedule A and any

attachments thereto and all additions or changes SERVICERS make to them whether contained In updated versions or In separate

communications

Issuer means the Card Organization or its financial institution mernber that has provided a Card presented to CUSTOMER by a Cardhotdar for a Card transaction

Loc noon means a physical location irternet address division processing method or business activity for which I CUSTOMER

has requested and SERVICERS have approved the assignment of a unique merchant account number or QQ SERVICERS have

otherwise determined a unique merchant account number Is required and have assigned it

Losses means any liability obligation loss damage judgment seldemert cost or expense of any kind or nature Including

attorneys fees expert w itr ess less and collection costs regardless of whether suit is brought and any assessment The or One

Unposed by any Card Organization

Merchant Equipment means any and all equipment CUSTOMER uses in connection with Card authorization gearing completing settling transmitting or other related processing Including without limitation all telecommunication lines and wireless connections and Software excluding GAMS Software Purchased Equipment and Merchant Systems point 0fsale terminals card

nsaders merchandise and card scanners printers PIN pad devices and other hardware whether owned by CUSTOMER Merchant Providers or other Persons used by CUSTOMER

Merchant Provider means any Person engaged by CUSTOMER to provide services to CUSTOMER Involving or relating to access to Cardholder data transaction data or information related to either Cardholder data or transaction data or 1 PIN encryption including without limitation Encryption Service Organizations ESOs

Merchant Systems means any and all Card acceptance and processing systems used by CUSTOMER except BAMS Systems Including without Imitation Software except BAMS Software related doarmentatlon technical formats and specifications technical and business Udamation related to inventions and present and future products and product Ines intellectual property how and any other Information that is Identified as CUSTOMER know s systems whether owned by CUSTOMER or Merchant

Providers or other Persons used by CUSTOMER

NonPIN Debit Card means a device with a Visa MasterCard or Discover Network Mark that is tied to a Cardholder s bank

account or a prepaid account and which is processed without the use of a PIN

Operating Guide means the thencurrent manual prepared by SERVICERS containing operational procedures Instructions and other directives relating to Card transactions as amended from tine to time

Person means a third panty Individual or entity other than the CUSTOMER GAMS or Bank

PIN means the Personal Identification Number used by a Cardholder to complete a PIN debit Card transaction

PIN Debit Card means a device bearing the Marks of ATM networks such as NYCE or Star used at a location by means of a Cardholderentered PIN in the merchant PIN Pad

PreAuthorinsd Ordse nuns any Card transaction permitted by this Bankcard Addendum for which a Cardholder provides CUSTOMER advance permission to charge the Cardholder s Card for rec eft sales delayed delivery orders or other preauthortzed orders

Purchased Equipment means any and all Merchant Equipment sold to CUSTOMER by BAMS or its applicable Affiliate pursuant

to this Bankcard Addendum or any Supplement

Reserve means Addendum an account established and funded at SERVICERS request or on CUSTOMER s behaB pursuant to Section 23Account of this Bankcard

Sales DroW Evidence of a purchase rental or lease of goods or services by a Cardholder from and other payments to Client using a Card including preauthorized orders and recurring transactions unless the context requires otherwise regardless of whetter the form of such evidence is in paper or electronic form or otherwise all of which must conform to Card Organization Rules and applicable taw Setge nont Account means an account or accounts at a financial institution designated by CUSTOMER as the account to be debited and credited by SERVICERS for Card transactions tees Chargebecks and other amounts due hereunder or in connection

herewith e g flnes penalties attorneys fees etc

17 of 30

Software means any and all software computer programs related documentation technology knowhow and processes embodied in or provided in connection with Card authorization c a ft completing setting transmitting or other related processing whether equipment PC server or Internet based Terminar means a device placed In a Location which is connected to the GAMS Systems We telephone lines and is designed to authorize record and transmit settlement data by electronic means for all sales Card transactions

18 of 30

Schedule Ate Nerehant Services Bankcard Addendum

Fees Subject to Attaheamd B Price Schedule of the Na Contract

Capitalized ms not defned above are defined in the Merchant Services Bw card Addendum Bankcard Addendum to which this Schedule A 1s attached 1

The Bankcard Service Fees above are per Visa Discover and or MasterCard transaction Sea plus Interchange and Assessments will be charged daily

2

The transaction fees ad forth In Schedule A are based on the average tidurt and annual bankcard volume set forth above and

CUSTOMER transactions qualifying at the Target QualMcation khfarchange levels set forth above the XQtaWng Interchange s s The Qualifying Interchange Levels above we anticipated assumptions The interchange applicable to each Level transaction will be based on the actual qualMcatim level of the transaction For each transaction not at the Qualifying Interchange Level Identified above via will charge you an additional fee as described below

3

In addition to to fees listed heroin and pursuant to Section 14 2 of the Bankcard Addendum CUSTOMER shat be responsible for any and all Cana Organization fees fines assessments and penalties

Important Information About Your Fes

Interchange

A signllcant amount of the fees that we charge you for processing your transactions consists of charges that we must pay to issui g banks or that are otherwise charged to us by the Card Organizations under the Card Organization Rules These charges are often referred to as Interchange fees or simply Interchange Interchange fees are set by the Card Organizations based upon a aeries of Interchange levels that they establish and modify from time to tins Thus the intterclhange fee cwged for a given transaction depends on the Interchange level applicable to dud transaction and tinet Interchange level depends on a number of factor establish

by the Card Organizations such as the type of Payment Instrument presented spsdfic Information contained In the transaction how and when the transaction is process your Industry and other factors For a transaction to qualify at any specific interchange level the applicable qualification criteria must be met Note that the Card Organizations regularly add new Interchange levels and change the Interchange rates and qualification criteria for exlsting Interchange levels Target Discount tab and Target Qualification Level

The Target Qualification Level Is the Interchange level that we expect to apply to your transactions It Is detamkhed based on the

type of transactions you submit and how they will most IUcely be processed However it Is possible that acme or many of your

trmsecdors will downgrade to a more costly Interchange level resulting in higher Interchange This may occur because time NonQualled TransecdoW do not meet the criteria to qualify at your Target Qualification Level BAMS has set your Target

Qualification Level as ad forth In this Sctsdule A based on the assumption that all of your transactions will as the criteria

established by the Card Organization Rules to meet that qualification level The actual lydwd Ve applicable to each transaction though will be based on the actual qualification Ieval of the transaction

NonQuallied Transaction will qualify at a level resulting In Interchange fees higher than those applicable to your Target

Qualification Level For processing each such Mon Qualified Transaction we will change you both the actual Interchange applicable to the transaction and a BilbedP as defined below or elsewhere on this Schedule A The total of any billback will appear on your statement Blllbadc

Blllback N the ca ferenee between the target Interchange level and the higher inhwehangs level the transaction qualified at Qualtfled Surcharge a fee assessed by Senricers fir processing a Non Non Qualified Transaction and is calculated as a

percentage of the amount of the NanQualMed Transaction The NonQualf ed Surcharge applicable to your NonQuuelifled

Transaction is 0 00

4 Eaulanent Cosh See Attachment B to the Dept of Financial Services ePsyment Solutions and Services Contract S Card Organization Pass Throuoh Fos

In addition to the interdhange rates SERVICERS may pass through to CUSTOMER any fees assessed to SERVICERS by the Cad Organizations Inducing but not limited to new fees fines penalties and assessment Imposed by the Cad Organizations These pass through fees inckude the following

19 of 30

VISA FEES The follovring leas result from charges named to SERVICERS from Visa and are subject to Increases decreases and additional new flow Imposed by Visa FeslDascrlatiorr

11 of the total dollar amount of all Sales Drags 0025 per Id 0

VISA ASSESSMENT VISA KILOBYTE FEE

0 0 25 assessed on ALL Account Verification messages submitted for 00 Including both approved and declined AVS and SMS account 0

VISA ZERO DOLLAR VERIFICATION FEE

vermestion messages 10 assessed on all clearing transactions when the Transaction ID 0 on the Authorization does not match the Transaction ID on the

VISA ZERO FLOOR LIMIT FEE

Gearing Fee also applies when Transaction ID Is missing altogether 0195 assessed on ail Visa authorizations Including POS Check to 0

VISA NETWORK ACQUIRER PROCESSING FEE Credit

NAPF

merchants not using Visa s Merchant Direct Exchange MDEX Merchants using MDEX shall be assessed 0 0145 shown as an Increase to the variable V P Access Fee I

The NAPF fee will not

apply to Account Verification massages pre authorization requests IntedirkIPLUS PIN DeW adjuatment messages authorization reversals and other administrative

VISA NETWORK ACQUIRER PROCESSING FEE NAPF Debit 8 Prepaid

0 0 155 assessed on al Visa authorizations Including POS Check to merchants not using Visa s Merchant Dyed Exchange MDEX Merchants using MDEX shall be assessed 0 0105 shown as an Increase to the variable V P Access Fee I

The NAPF fee will not

apply to Account Verification ressages pre authorization requests IntedinkIPLUS PIN Debit adjustment messages authorization reversals and other administrative

VISA AUTHORIZATION SYSTEM MISUSE FEE MISUSE

0 0 45 per authorization that is not followed by a matching Visa clearing or Is not property reversed In the can of a cancetiedfvoided transaction as shown by a matchkv transaction ID

VISA INTERNATIONAL SERVICE FEES FOR PURCHASE TRANSACTIONS VISA INTERNATIONAL SERVICE ADVANCE TRANSACTIONS

FEES

FOR

CASH

40 of the source amount on U 0 S Acquired Original Purchase transactions when the Issuer Country is diftort from the Merchant 40 of the source amount on U 0 S Acquired Cash Disbursement

transactions when the Issuer Country is dti ery from the Merchant ntry Cou

20 of 30

r

45 par transaction conducted at U 0 S merchant locations with a

S VISA INTERNATIONAL HIGH RISK ACQUIRER FEE nonU U S Issued card applicable to hlg risk merchants in MCC 5952 OAF

Direct Marketing

Travel Raided Arrangement SerA 5968

Direct Marketing

Outbound Telemarketing Mercharb and 5967 Inbound Telemarketing Merdtards

10 charged an each signature debit non PIN transaction Inctudkq Visa US Debit

Visa Consumer and Business debit cards and Visa Consumer and

Integrity Transaction Fee

Commercial Prepaid Cards that does not mod the gwtification criteria dented under the Visa U S Custom Payment Service CPS Sao Visa Fbeed Acquirer Network Fee section of rate schedule for

Visa Fixed Acquirer Network Fee

Diseover Interchange refsranced In Interchange VlsslMasterCard Schedules section above

VISA PARTIAL AUTHORIZATION

NON

PARTICIPATION

FEE PANPF FOR AFD MERCHANTS

0 0 1 per authorization for Merchants in MCC 5542 Automated Fuel Dispensers w10 are required to support partial auUratzations PANPF Is Imposed on AFD transacdicns that do not support partial authorization This fee was kritlally affadive in April 2008 but was then deWyed to allow merchants time to become compliant

MASTERCARD FEES The following foes result from charges assessed to SERVICERS from MasterCard and are subject to Increases decreases and additional now fees Imposed by MasterCard FeelName

FeelDescription

MASTERCARD GATEWAY ACCESS FEE

004 per MasterCard authorization processed through Vlsanet 0

MASTERCARD ASSESSMENT FEE

11 of the total dollar amount of all Sales Drafts 0

MASTERCARD ASSESSMENT FEE

0 0 2 fae assessed on the gross dollar amount of MasterCard Consumer and Commercial credit transactions that are 1 000 or

000 1

MASTERCARD KILOBYTE FEE

0035 per Kit

0 4 0 of the total dollar amount of a transaction that is completed at a S merchant location with a non U U S or a non U S Territory Issued

MASTERCARD CROSS BORDER FEE US

card

80 of the total dollar amount of a transaction that is completed in 0

MASTERCARD CROSS BORDER FEE Asia Pactilc MASTERCARD

CROSS

BORDER

FEE

the Asls Padfic merchant location with a non AslalPscft issued card

Latin

Caribbean America

80 of the total dollar amount of a transaction that Is completed in 0 the Latin AmadcardCaribbeen merchant location with a non Latin AmedcardCaribbeen Issued card

80 of the total dollar amount of a transaction that Is completed at a 0 Canadian merchant location with a non Canadian issued cant

Any combination of merchant location and Issuer in USA Puerto Rico Virgin Islands Guam Marshall Islands and Northam Marianne Islands MASTERCARD CROSS BORDER FEE Canada

will be exampt orn the Cross Border fee Transaction on a

MasterCard branded credit or debit card processed through s clearing system In which the cardholder country code MasterCerd dtifsrs from the country cods of the merchant applicable to purchese transactions chargeback resentment and reversal sals transactions

MASTERCARD NETWORK ACCESS AND BRAND USAGE

NABU

FEE

0 0 185 assessed on all MasterCard authorization attempts and credit sobs return transactions that are processed with a U S Issued card at a U S merchant location Does not apply to authorization reversals and Account Status IrKWY transactions 0075 assessed on all MasterCard Card Not Present authorizations

MASTERCARD CARD NOT PRESENT AVS ACCESS FEE

that use the Address Verification Service AVS that are submitted for more than 0

0 0 05 assessed on all MasterCard card present authorizations that use the Address Verification Service AVS that are submitted for

MASTERCARD AVS CARD PRESENT FEE

more than 0

03 assessed o all Account Status Inquiry Se hMm messages 0

MASTERCARD ACCOUNT INTERREGIONAL

STATUS

whom the country code of INQUIRY

FEE

Is

the country

code of the cardholder Account Status IInquiry must be submitted for 0 and are used to

cardholder account

numbers and other elamenb such as CVC2 and AVS prior to o

MASTERCARD ACCOUNT INTRAREGIONAL

STATUS

INQUIRY

FEE

21 of 30

an actual aultUtmiiom Effective June 14 2011

assessed on all Accou St atus Inquiry Service messages

where code of must be submitted for

dholder the

a

Is the same as the country

Account Status Ins nquiry Service transactions and are Lead to validde cardholder account

The following fees result Tram charges assessed to SERVICERS from Discover Network and are suWd to increases decreases and additional new fees Imposed by Discover Network FeeMsms

DISCOVER DATA USAGE FEE DISCOVER NErWW ASSE

0185 W Discover Transaction 0 of the total dollar smou t of alt Salles Drab 1 0 55 of amount of Card Sam 0 Discover Network shall charge to

ENT

Acquirers for Card Sales excluding Cash Over conducted at a DISCOVER NETWORK INTERNATIONAL SERVICE FEE

meant location In the United States where the domic k of to

laver of the Card used In the Card Sale is a country other than the

United States provided that such be Is not applicable to Card Sales with JCB and Chin Unionpay Cards a

00 a

PrIcIna Irdarmadon

Interchange Schedules The fees and assesaments and qualifying criteria set forth above and in the rate schedules refsrdhoed in the Interchange Schedules section above which are annexed hereto by such references thereto may be changed from time to time as a result of Card Organization changes Rafaanoes In those rote schedules to the Program Guide and AppilcaYon shalt mean the Sahkcard Addendum

b

Vim AW MnmrCard Credit Transactions Billable transactions include purchases returns declines reversals Terminal balancing totals and p pi

authorizations to the extent Identified in the Master Contract Pricing Schedule The VI6a1MC transaction fee includes authorization data capture and settlement

The fees and chargas act font on this Schedule A are in addition to all other Third Party Based Fees

and all teas due and payable to SERVICERS and or any applicable Person and will be collected by SERVICERS as act forth in the Bardcard Addwxium

IV v

Supplies provided at SERVICERS shipping costs CUSTOMER shalt be responsible for payment of all shipping costs associated with any equipment

purchased leased or maintained by SERVICERS under this Bankcard Addendum C

p

Wing transactions include purchases retums declines reversals authorizations and Terminal balancing

totals to the extent klertMed k the Master Contract Pricing Schedule

ii The Discover Network Processed Cads transaction Tees Include authorization data capture and settlement

iii The fees and charges set forth on this Schedule A are in addition to all other Third Party Based Fees and

alt fees due and payable to SERVICERS and or any applicable Person and vAl be collected by SERVICERS as set forth in the Bankard Addendum

Other Card Services Supplement to Merohart Services Bankcard Addendum and Attachment I Debit Transactions Supplement to Merchant Services Bankcard Addendum and AMichrrhent II

Equipment Purchase and Rental Supplement to Merchant Ser Am Bankcard Addendum and Attachment III

22 of 30

Other Card Services Supplement to Merchant SwAces Bankcard Addendum and Aftchma d I to Schedule A

This Other Card Servlces Supplement to Merchant Services Bankcard Addendum and AUschment I to Schedule A referred to hersln as the 8 Supplement supplements the Master Contract and the Merchant Services Bankcard Addendum the 13ankcerd Adderrdumo and Schedule A to which is attached and sets forth the terns applicable to GAMS provision of the spwMW services for the Card transactions set forth below

OTHER CARD SERVICES SUPPLEMENT TO BANKCARD ADDENDUM

1 GENERAL CUSTOMER understands and acknowledges that GAMS sots responsibility with reaped to Issuer Card transactions

shall be to provide the services specified In this OCS Supplement In the evert CUSTOMER has a

separate agreement with

an

Issuer to accept such Issuers cards 9asuer

Agroe

respective

lssuw all Chargebac k and inandel obligations including but not limited to fees and Issues related thereto shall be governed by the terns of such Issuer Agmement Notwithstanding the foregoing in the event GAMS Is providing settlement services for Diners Club International andlor JCB transactions GAMS shall be responsible for providing such servioes pursuant to the temp of the Bankcard Addendum except to the extent set forth in Subsection 13 1 thereof and Sedlon 5 of this OCS Supplemerd CUSTOMER shall

com with all terns and conditions of the Issuer Agre and the applicable rules regulations interprelatiors and other

transadons Ca

Issuer CUSTOMER agrees to

nobly

ssuer I

submit tor time when CUSTOMER don riot have in id GAMS promptly upon the termination of any Issuer Agreement to

or settlement hereunder any Is Agreement with such issuer which 1 is a party Upon such

termination GAMS shall have no further obligations hereunder to provide any services to CUSTOMER with rasped to any transactions Involving such Issuer Cards

In the event CUSTOMER does not have a separate Issuer Agreement with a respective Issuer the issuer Card services to be

provided hereunder shall be In accordance with the terns of the Bankcard Addendum and this OCS Supplement Issuer Cards shall

be owaldered Cards for purposes of Services provided by SERVICERS with respect to them and Card Organizations shall be

deemed to include any Card Organizations set forth In this OCS Supplement for purposes of such SeMces 2 ISSUER CONSENTS

CUSTOMER shall be responsible for obtaining any operational consents required of Issuer to comply with procedures or practices contemplated by both CUSTOMER and GAMS under this OCS Supplement 3 AUTHOPJZA71OH SERVICES ONLY

In the event GAMS Is providing authorization services only for Issuer Card transactions as specified herein CUSTOMER shall seek such authorization through GAMS In the event that BAMS Is not providing processing services for lower Caro transactions as

specified In this OCS Supplement CUSTOMER shall be responsible for processing and submitting directly to the applicable Issuer for settlement of such Card transactions

4 PROCESSING AND SUBMISSION TO ISSUERS

In the event GAMS Is providing processing services for Issuer Card transactions as spedfled herein CUSTOMER shall submit to GAMS for processing all of CUSTOMER s Issuer Card tronsectfons and BAMS shall process such trensectlons and transmit them

electronically to the applicable Issuer with a summary of such Card transactions

GAMS does not warrant or bear responsibility for the perfCmnance of any Issuer In any way 5 DISCOVER NETWORK PROCESSING PROVISIONS Acceptance

of Discover Network Processed Cards

ept as provided in this Discover Supplement the toms and cendnions E

governing CUSTOMER s acceptance of Discover Network Cards and any other Card Organization Cards processed via Dbcmw Network including JCB and Diners Club Irtemational Cards collectively Discover Network Processed Cetds7 are as specified

inDiscover the Benkced Addendum CUSTOMER agrees to follow the Bankcard Addendum concerning CUSTOMER S acceptance of Network Processed Cards

Any provision contained In the Bankcard Addendum which directs CUSTOMER to contact Discover Network for customer services

or for any other Inquiry or purpose is modifled hereby to provide that CUSTOMER is to Contact RAMS for customer service or in relation to such Inquiry or purpose

ATTACHMENT I TO SCHEDULE A American

Fxpress

JCB

X

Diners Club

Discover Network

Fleet

Voyager

Wright E press

Card processing services for then transaction types may be subject to a separate agreemehL SERVICERS will settle Voyager transactions directly to merchants AN other Card types Noted In this Attadrnent shall be settled by the Issuer

23 of 30

These are Discover Network Processed Cards which WN be processed via Discover Network systems and subject to Discover Network Card Organization Rules GAMS will settle transactions for ell Discover Network Processed Cards unless CUSTOMER in cl HW by Discover Network se a Discover Direct Strategic Relationship as further described In Subsection 13 1 of the Bankcard Addendum

FEES

Atfahwnent B Price Schedule of the Mentor Contract

General Prkirm Information

Billable transactions Include purcha es returns dec rm reversals authorizations 3 Terminal balancing totals to the extent Identified In the Master Contract Pricing Schedule

Unless expressly set forth above the Card transaction fee Includes authorization and data capture Satilement and payment for such Card types will be provided by the applicable Issuer pursuant to the agreerrertt between CUSTOMER and such Issuer Subject to the Master Contract Pricing Schedule the fees and charges set forth above are in addition to all other Third Party Based Fees and all fees due and payable to SERVICERS or any applicable Person and vA be collected by SERVICERS as set forth In the Bankcard Addendum

THIS ADDENDUM IS NOT BINDING UPON THE PARTIES UNTIL THE APPLICABLE PARTICIPANT AGREEMENT 18 SIGNED BY CUSTOMER AND PROVIDER

24 of 30

Debit Transactions Supplement to Merchant Services Bankcard Addendum and Attaehnwilt Ill to Schedule A

This Debit Transactions Supplement to Merchant Services Bwftard Addendum and Attachment II to Schedule A Debit Supplement is erft Into by and among the Partidpant subscribing to this service CUSTOMER Banc of Amerce Merchant Services LLC CBAMS1 and Bank of America NA BANK and supplemsnb Master Contract and the the Merchant Services Bankcard Addendum by end among CUSTOMER GAMS and BANK tie Bankcwd Addendum and Schedule A to Bankcard Addendum to which N Is attached and sets forth the additional terns applicable to BAMS provision of the specific services for the PIN debit Card transactims Debit 8ervkesl Capitalized terms rot defined below have the meanings set forth In the Bankcard

Addendum CUSTOMER understands and agrees that RAMS Is the service provider for Debit SeMces pursuant to the terns

herein The sponsoring member of the Debit Networks Is BANK or Its successors or assigns Debit Network Bank Unless

stated otherwise m any reference to the Bankcard Addendum shall include the MSA as defined in the Bankcard Addendum and

this Deb Supplement with respect to the Debit Services and M any reference to this Debit Supplement shall include the MSA and the Bw card Addendum GENERAL

Except and to the extent provided below In this Deb Supplement the terms and con f lions of the Bankcard

Addendum which may be amended from time to tine as provided in the Master Contract and the MSA shall govern CUSTOMER a acceptance of PIN debit Cards and GAMS provision of Debit Services to CUSTOMER DEBIT TRANSACTIONS SUPPLEMENT TO BANKCARD ADDENDUM 1

Until and unless othervMae authorized by GAMS CUSTOMER agrees to utitze BAMS compatible TernralsMIN pads or

systems capable of processing all on line PIN debit Card transactions and to place them at Its Locations As between BAMS

and CUSTOMER ati eaftwe a residing an two Terminals or systems Is the sole properly of GAMS Any solhvere raaldng In CUSTOMER Terminals or systems must be GAMS compatible CUSTOMERIa placement of the Terminate or system owned

at Its Locations shall constitute acceptance of all terms and conditions set forth in this Debit Supplement CUSTOMER understands and agrees that neither GAMS nor BANK bear any responsibility whatsoever for CUSTOMER sawned inoperative Terminals or Merchant Systems or Soitwere N applicable In the can of an Inoperative Terminal or Merchant System CUSTOMER shall consult CUSTOMER s warranty or Terminal maintenance addendum so applicable 2

CUSTOMER agrees to submit all debit Card transactions and to abide by Applicabls Law and the Card Organization Rules of

the applicable PIN Debit Network s selected by CUSTOMER 3

CUSTOMER understands and agrees that the Debit Services are being provided by GAMS and not Debit Network Bank and

therefore Debit Network Bank shall have no liability whatsoever regarding the Services provided by GAMS 4

Upon notice to CUSTOMER another Debit Network member may be substituted for Deb Network Bank under whose sponsorship this Supplement Is performed Upon substitution such other Debit Network member shall be responsible for

all obligations required of Deb Network Bank Including without Imitation as may be expressly required by applicable Card Organization Rules Subject to Card Organization Rules GAMS and Debit Network Banc may assign or transfer this Supplement and their rights and obligations hereunder and may delegate their duties hereunder In whole or In part to arry third party whether In connection with a change in sponsorship as set forth In the preceding sentence or oth wwse without the notice to or consent of CUSTOMER 5

CUSTOMER hstitet understands that any Deb axles

6

it may have nWdkg the Debit Services may not be ofFset against non PIN

CUSTOMER assumes all responsibility for paper copy of debit Card transaction pucsuart to the appropriate Debit Network rules

T

The fees for the Deb Network used to process your transaction will be applied Which Debit Network will be used will depend upon the availability of the Deb Network at the time of the transaction Wother a particular PIN Debit Card Is enabled for a particular Debit Network the routing requirements established by the Debit Networks and the Issuers or other factors CUSTOMER agrees that SERVICERS may in their sole discretion utilize any Debit Network sealable to SERVICERS for a given transaction

ATTACHMENT N TO SCHEDULE A TO BANKCARD ADDENDUM

CUSTOMER shall be responsible for the following debit rslabd fees SEE Attshemenrt 8 Price Schedule of the Master Contract General Prickw information 1

Billable transedlons Include purchases returns declines reversals and authorizations

2

The Debit Network transactions include authorization settlement and sponsorship

3

The fees and charges set forth above are in addition to all other Third Party Based Fees and all fees due and payable to SERVICERS and or any applicable Person will be collected by SERVICERS as set forth In the Bankcard Addendum in addition CUSTOMER will also be charged the Deb Network fees on a per transaction per Debit Network basis pursuant to Sections 8 and 9 above

CUSTOMER AGREES THAT THE ABOVEREFERENCED DEBIT NETWORK FEES ARE CONTROLLED BY SAID DEBIT S AND ARE SUBJECT TO CHANGE BY THE DEBIT NETWORK NETWORK S AND THEREFORE TO THE CUSTOMER AT 25 of 30

ANY TIME SERVICERS WILL USE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY CUSTOMER PRIOR TO ANY EFFECTIVE CHANGE

NOTWITHSTANDING THE ABOVE SERVICERS WILL GIVE CUSTOMER WRITTEN NOTICE THIRTY DAYS PRIOR TO OTHER CHANGES IN PASS THROUGH FEES AUTHORIZED BY THE MASTER CONTRACT PRICING SCHEDULE

CUSTOMER AGREES TO COMPLY WITH APPLICABLE LAW CUSTOMER ACKNOWLEDGES THAT DEBIT TRANSACTIONS ARE GOVERNED BY DEBIT NETWORK REGULATIONS AS WELL AS FEDERAL AND STATE LAW INCLUDING THE ELECTRONIC FUNDS TRANSFER ACT KNOWN AS REGULATION E AND AGREES TO BE COMPUANT WITH SUCH REGULATIONS

26 of 30

EQUIPMENT PURCHASE AND RENTAL SUPPLEMENT TO MERCHANT SERVICES BANKCARD ADDENDUM AND ATTACHMENT NI TO SCHEDULE A

This Equipment Purchase and Rental Supplement to Merchant Services Bankcard Addendum Equipment Supplement Is being entered Into by and between Banc of America Merchant Services LLC BAMSJ and the party Identifled an the signature panel of this Equipment Supplement r TOMERJ and supplements the Master Contract and the Merchant Services Bankcard Addendum

Bankcard Addsnduarul to MSA as defined in the Bankcard Addendum In this Equipment Supplement the words W our and us roller to BAMS and its successors and assigns and the words you and your rater to CUSTOMER and Ile permitted successors and assigns References to the MSA and Bankcard Addendum In this Equipment Supplement shell Include this Equipment Supplement Capitalized terms not defined In this Equipment Supplement are detkned in the Bankcard Addendum

Unless otherwise expressly provided In the MSA this Equipment Supplement Q references to each Addendum and Supplement In the MSA shall be deemed to include this Equipment Supplernerk and ii references to an Addendun in the MSA shag be deemed to

Include the Bankcard Addendum and this Equipment Supplement To the extent the terms of this Supplement directly conflict with the terms of the Bar card Addendum or MSA this Equipment Supplement shag control

This Equipment Supplement governs any equipment that Is rented to you on a morth to month basis or that is sold to you by BAMS

under the purchase or rental agreements andor other documentation provided In connection with the purchase or rental of Equipment Equlprrent Documents If the Equipment Documents provide that your equipment Is teased than your lease is

governed by a separate Addendum to the MSA with one of our Af dates Leass Addendum Equipment rented to or purchased

by you under the Equipment Documents Is referred to in this Equipment Supplement as the Equipment THE EQUIPMENT IS

NOT BEING SOLD OR RENTED TO YOU FOR HOME OR PERSONAL USE Saks and rentals of equipment are made by GAMS YOU ACKNOWLEDGE THAT THE EQUIPMENT AND OR SOFTWARE YOU PURCHASED OR RENT FROM US MAY NOT BE COMPATIBLE WITH ANOTHER PROCESSOR S SYSTEMS

WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH

SOFTWARE AND OR EQUIPMENT COMPATIBLE WITH ANY OTHER PROCESSING SYSTEMS IN THE EVENT THAT YOU ELECT TO USE ANOTHER PROCESSING SERVICE PROVIDER UPON THE TERMINATION OF THE BANKCARD ADDENDUM YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND OR SOFTWARE RENTED OR PURCHASED HEREUNDER

1

Purchased Equipment Supplies We will sell to you and you will bur from us the Equipment identified in the Equipment

Documents throughout the tern of the Bankcard Addendum as being purchased by you individually and collectively the

Purchased icquipment free and clear of all liens and ancurnbrances subject to Section 7 except that any Sofiwaro as dented in Section 8 will not be sold to you outright but Ireland will be provided te you pursuant to and subject to the conditions of Section 8 of the Bw cwd Addendum You shag pay the purchase price spedged for the Purchased Equipment and

the related sof mfe llcw

s Including all applicable Taxes in accordance with the Equipment Docxurerb

or at our option such amounts will be collected by us by debits or deductions pursuant to Section 5 We will provide you supplies as requested by you from time to time As stated in the Master Contract Scope of Work Participant shall not pay for such supplies but shag pay for shipping and handling charges including all applicable Taxes upon invoice as spectled by us or at a Local Participant s option such amounts will be collected by us by debits or deductions pursuant to Session 5 Maintenance and repair of merchardowned equipment Is your responsibility Should your terminal become inoperable we can provide you with equipment at a monthly rental fee There will also be a nominal shipping and handling fee For such rental equipment contact the POS Help Desk 2

Rental Egrdpment We agree to rent to you and you agree to accept and rent from us the Equipment identified in the Equipment Documents as being rented to you individually and collectively On Rental Equipment according to the terms

and conditions of this Equipment Supplement In addition any Equipment ordered by and rented to you during the tern of the Bankcard Addendum shag constitute Rental Equipment and be governed by the terms of this Equipment supplement 3

Effective Data and Term of Equipment Supplemerrt This Equipment Supplement shag become eNectivs on the fleet date you receive any piece of Equipment covered by this Equipment Supplement This Equipment Supplement wall remain In effect urdil all of your obligations and all of our obligations under the Bankcard Addendum have been sabi fled We wile

deliver the Equipment to the site designated by you You shall be deemed to have accepted each piece of Equipment at the earlier of a your actual acceptance after Installation b 10 woridng days attar receipt of the request for approval in accordance with sections 215 322 8 and 287 058 1 Florida Statutes The rental period with respect to each piece of Rental Equipment shag commence on the date such Equipment is deemed accepted and shag terminate at the scheduled

termination date but not upon any early termination of the Bw cerd Addendum and or any other agreement then In effect with us for Card services The provisions of this Equipment Supplement shalt swvive the termination of the Bankcard

Addendum and continue until all Rental Equipment Is returned or paid for Warranties If any for First Data POS

Value

Exchange

sm

Equipment or Software originate from the third party provider or

manufacturer Vendor which warranties shag be passed through to the Participant Materials or documents If any

setting forth warranty terms conditions exceptions exclusions llusions and disclaimers will be contained within the First Data POS Value Exchange Equipment or Software pad shipped from the Vendor We do not make or provide any warranty with respect to the First Data POS Value Exchange Equipment or Softwrere or any related services provided hereunder

and specNfcaly diadem all other warranties of any kind express or implied including warrar ties of merchantability Own for a particular purpose or nor rigament arising out of or related to them which are hereby excluded by agreement of the parties We wig only provide help desk sulppont and related services for First Data POS Value Exchange s Equipment purctweed from in hereunder and will not provide any such support or related services for ary other products or equipment 27 of 30

r

4

Sita Proparatlon Installation i Maintenance You will propene the Installation sWs for the Equipment Including but not limited to the power supply circuits and phone Ones In conformance with the manudachuers and our spec ificallons and will make the stie a available to us by the confirmed stepping date

Upon request you must allow us or our agents reasonable access to Be premises where Authorization terminals or other communications Equipment e g printers are or will be located

Any alterations required for Installation of Authorization for minai s or other communications Equipment will be done at your expense

Only via or our agents can alter or modify Authorization lerminaKs or other comnwnicatlons equipment owned by us If a temrinal or printer appears to be defective you must promptly call the POS Help Desk

You are responsible for safeguarding Equipment from loss damage unauthorized use misuse or theft we should be notified promptly ff any of the foregoing occurs

If necessary we will assist you In obtaining replacement Equipment If you fail to return any defective Equipment you may be responsible for its replacement value

You are responelb a for keeping all communication Equipment free of any claims lens and legal processes initiated by creditors

Equipment may not be subleased at any time The cost of comparable new Equipment will be assessed to you for each piece of Equipment not returned upon temenatlon of the Bankcard Addendum by either party or upon request for the ret m of the Equipment for any reason

Except as required for data security in accordance with Master Contract section 7 you may not relocate remove disconnect modify or in any way alter any equipment used in connection wilh the Services without first obtaining our permission

Except pursuant to the Master Contract and Scope of Work you must provide us with five 5 buslress days prior written notice to request the relocation of any Equipment

Subject to the Master Contract Pricing Schedule should you require additional equipment you must contact Relationship Management or Customer Service there may be additional casts or fees charged to you In connection with any new equipmerd ordered Including download fees You shalt

ensure

the

following require tints have been met at each of your locations prior to any appointrnert for Installation Equipment n retail counter prepared for the products minimum dimensions for Exchange

of the First Data POS Value

each component ill retail counter grommet hole drllled if CPU box below the canter 01 retail counter has valid working IP

connectivity to Internet iv network cable in place between POS stations if multiIme v specified power to POS retail counter vi product boxes within short distanceO1 from POS retail counter You shall comply with the following during Installation of First Data POS Vakm Exchange Equipment 1 access to POS relall counter with no interruptions by

merchant staff pi merchant store manager available for scheduling of installation services and sigmuft S

Payment of Amourrts Due

a You agree to pay the monthly rental charge specified in the Equipment Documents subject to the Master C ftct Pricing Schedule which shall be due and payable on the first day of each month of the rental period for each piece of Rental

Equipment except brat the test payment of the monthly rental charge for each piece of Rental Equipment shag be due and payable upon written acceptance of such Equipment by you at the location designated in the Equipment Documents or as provided In day month

Section

3 The monthly rental charge for fractions of

a

calendar month shall be prorated be

on a thirty 30

b You hereby authorize us to tolled all amounts due from you under this Equipment Supplement and any Equipment Documents In accordance with the Participation Agreement

c In addition to the purchase price or monthly rental charge due hereunder you shall pay or reimburse us for amounts equal to any applicable Taxes identified in the Pricing Schedule d As stated In the Master Contract Scope of Work separate charges will not apply for supplies they are riot Included in monthly rental charges

28 of 30

d

Use and Return of Equipment Insurance

a You shall cause the Equipment to be operated by competent and qualified personnel in accordance with any operating Instructions tumished by us or the manufacturer and in connection with the Services You shall not use the Equipment or permit the Equipment to be used in any manner or for any purpose for which the Equipment is not designed or reasonably gulled

b

You shall not permit any physical alteration or modification of the Equipment without our prior written consent

c

Except pursuant to the Master Contract you shag not change the installation site of the Equipment without our prior written consent which consent we will not unreasonably withhold d

You shall not assign your rights or obligations under this Equipment Supplement or pledge lend create a security interest in direly or indirectly create Incur assume or allow to exist arry other consensually or judicially Imposed Ilens or encumbrances on or part with possession of or sublease the Rental Equipment to any other person firm or organization without our prior written consent Any such assignment delegation subbase pledge security interest or Ilan In the absence of such consent shall be void

e You shall comply with all governmental laws rubs and regulations relating to the use of the Equipment You are also responsible for obtaining all legally required permits for the Equipment M We or our representatives may at any time enter your premises for purposes of Inspecting examining or repairing the Equipments

9 Promptly upon temninalion of all applicable rental periods or promptly following any action by us pursuant to Section 11 b you shall deliver possession of the Rental Equipment Including all attachments and parts to us at your cost in the same operating order repair condition and appearance that the Rental Equipment had at the time of Its delivery to

you reasonable weer and tear excepted h

For each item of Rental Equipment that you fail to return to us at your cost In the same operating order repair

condition and appearance that it had at the time of delivery to you reasonable wear and tear excepted by the 10th

Business Day after I termination of the applicable rental period or 0 any action by us pursuant to Section 11 b we may seek a delm against the Participant s who may file a claim with any insurer Of practible We may collect such amouM in the manner provided In Section 5 and to the extent we are unable to do so you agree to pay us the amounts owed promptly p

Except for Purchased Equipment that has been paid for in fug the Equipment shall remain our personal

property and shall not under any circumstances be considered to be a fixture affixed to your real estate You shall permit us to affix suitable labels or stencils to the Equipment indicating our ownership l

You shag keep the Rental Equipment adequately insured against loss by tire theft and all other hazards

comprehensive coverage The loss destruction theft of or damage to the Rental Equipment shall not relieve you from your obligation to pay the fug purchase price or rent payable hereunder

k

Except for Purchased Equipment that has been paid in full the Equipment shall be kept at the address Indicated In the Equipment Documents and shall not be removed from there without our prior written consent except where force maleure events or normal use of the Equipment requires temporary nunovao M

In order to return Equipment you should

Call Customer Service for the address of the location to send the Equipment

The following information must be included within the shipping box 1 Company name complete address and phone number

2 Name of person to contact if there are any questions 3 Your Merchant Account Number

4 Serial number of the Equipment found on the underside of it

Please maintain proof of delivery documents for your records and the Equipment serial number

29 of 30

Rental fees will be discontinued after thirty 30 days of CUSTOMER providing written notice Out the Equipment is

no longer required and actual retnxn of the eOpmant or other written agreerfnent which may be As electronic methcAor subject to force mature T

Security Intsfe t Financing Statoments Intentionally omitted

8

SoAwars Liconse Anything in this Agreement to the contrary notwithstanding we retain all ownership and copyright Interest in and to all software computer programs related documentation technology know how and processes embodied

in or provided In connection with the Equipment collectively Sollwere and you shall have arty a nonexclusive kerrse to use the Software in your operation of the Equipment You shall not reverse engineer disassemble or dccomptie the Software You shall not give any Person access to the Software without our prior w M n consent except as provided in the

Master Contract and Scope of VVork Your obligatkms under this Section 8 shall survive the terminallon of the Bafrkcard Addendum

You admawledge that Software embodied in or provided in connection with the Data POS Value Exchange 0 Equipment is owned and copyrighted by third party suppliers Including HewlettPackard Co and W osott Corp and nothing in this

Equipment Supplement confers any title or ownership of any such Software to You or shall be construed as a sale of any

rights in any such Software to You You agree to and be bound by all applicable terms and conditions of use and other license terms applicable to such Software to the extent permitted by Applicable Law and subject to the Master Contract

S

Limitation on LlabNlty Notwhhstending any provision of this Equipment Supplement to the contrary our liability ariskV out of or in any way connected with the Equipment shall not exceed the amounts stated In the Master Contract

10

Equipment Use CUSTOMER is responsible for Its possession use operation condition or return of the Equipment To the extent CUSTOMER Installs software CUSTOMER is responsible for loading additional software onto Equipment or using such software or using Equipmard or Software to access the Internet

11

Default Romedies

a If any debit of your Settlement Account initiated by us for rent and or other charges due hereunder is rejected when due or If you otherwise fell to pay us any amounts due hereunder when due or if you default in ary material rasped in the performance or observance of any obligation or provision in this Equipment Supplement or if any other default occurs under the Bankcard Addendum any such event shalt be a default hereunder

b Upon the occurrence of any Event of Default we shall provide notice of default pursuant to the Master Contract

12

Foes See Attahcment B Price Schedule of the Master Contract

30 of 30

Bank ofAmerica Merchant Services

Operating Procedures Guide

Bank of America 4 0 Merchant Services

TABLE OF CONTENTS

Introduction 3 1 Visa MasterCard Discover and American 1 Card

2 1

8

dates

8

signature

8

4 Users other than Cardholders 1

8

terms

5 1

Special

6 1

Delayed delivery or deposit balance

7 1

Recurring transaction and preauthorized

8 Certain rules and 1 9 Card 1

10 1

8 order

regulations

requirements

9

10

acceptance

10

of

11

Deposits

principals

11 Merchants in the 1

lodging industry

11

12 Customer activated terminals and self service terminals 1 13 1

5

5

descriptions

expiration Effective

3 Valid 1

Express acceptance

Displays

and

11

11

advertising

14 Cash payments by and cash disbursements to Cardholders 12 1 transactions

12

16 Telecommunication transactions 1

12

15 Discover cash 1

over

2

Suspect transactions

3

Completion of Sales Draft 1 Information 3

13 and Credit Drafts

13 13

required

2 MaiUtelephone 3 nternet eCommerce orders and other present sales not card

14

3 Customer service telephone numbers for Cards other than Visa MasterCard and Discover 4 Data

security and

Persons used

16

by Client

16

1 Payment Card Industry Data Security Standards PCI DSS 16 4 2 Data 4

security requirements

16

6 Required information for Discover security breaches 16 4 5 Authorizations

1 5

17

Card transactions present not

18

2 Authorization via telephone 5 electronic device users other than terminal

18

3 Authorization via electronic devices 5

18

4 Third party Authorization 5

system

18

dispensing machines

19

5 Automated

6 Pre Authorization for travel and entertainment T 5 E and restaurant merchants

19

7 Discover procedure for request for cancellation of 5 Authorization 20

6

8 Partial Authorization and Authorization reversal 5

20

Submission of Sales Drafts and Credit Drafts deposit

20

BAMSMG1 SOS

1 Submission of sales for merchants other than your business 20 6 2 Timeliness 6

20

4 Electronic merchants daily batching requirements and 6 Media submission

20

7 Settlement

21

8

exchanges Credits Refunds

21

1 Refunds 8

21

2 8

21

Exchanges

9 Retention of records for retrievals and

1 9

chargebacks

21

Legible copies

2 Sales and Credit Drafts 9 10

Chargebacks

1 10

21

22

retrievals and other debits

22 22

Chargebacks

2 Other debits 10

26

3 Summary deposit adjustments 10 electronic rejects 27 4 Disputing other debits and summary adjustments 27 10 11 Account maintenance

27

1 11

Change

of settlement account number

27

2 11

Change

in your

27

legal

name or

structure

3 Change in company DBA name address or telephoneffacsimile 11 number 27 4 Other 11

s change

in merchant

profile

5 Charges for changes to account maintenance 11 12 Card 13

Organization Monitoring

Supplies

28

28 28 28

Glossary 29

SAMSOPSOINS

INTRODUCTION Part Card Services

A Operating Procedures INTRODUCTION

Thank you for selecting us for your payment processing needs Accepting numerous payment options provides a convenience to your customers increases your customers abigty to make purchases at your establishment and helps speed payment to your Settlement account This Operating Guide presents terms governing the acceptance of Visa

MasterCard m Discovei Credit Card PIN Debit Card and Non PIN Debit Card payments

This Operating Guide the Master Contract the Merchant Services Bankcard Addendum fBankcard Addendum to the Master Services Agreement MSAJ and the Supplements to the Bankcard Addendum as defined in the Bankcard Addendum the MSA and Department of Financial Services Division of Treasury DFS TR ITN 11 1217 ePayment Solutions and Services

Contract with

2013 by and Participation Agreement dated among the Department of Financial Services Department of Treasury Custornee Banc of America Merchant

Services LLC BAMS or Processor and Bank of America N A Bank7 are collectively referred to in this Operating Guide as the Agreement References to the Bankcard Addendum shall include the Supplements unless otherwise stated This Operating Guide contains the terms and conditions under which GAMS and Bank will provide the Services BAMS and Bank are also referred to in this Operating Guide as Servicers The terms our we and us refer to the Servicers The terms you and your refer to Customer We will not accept any alterations or strikeouts to the Operating Guide and if made any such alterations or strikeouts shall not apply Please read this Operating Guide completely as it contains important information You acknowledge that all Services contemplated In the Agreement may not be available to you IMPORTANT INFORMATION ABOUT BANK S RESPONSIBILITIES

Discover Cana transactions American Express Card transactions and Non Bank Services are not provided to you by Bank but are provided by Processor or third parties and

The provisions of this Agreement regarding Discover Card transactions American Express Card transactions and NonBank Services constitute an

agreement solely between you and Processor and or third parties Bank is not a party to this Agreement insofar as It relates to Discover Card transactions American Express Cana transactions and NonBank Services and Bank is not responsible and shall have no liability to you in any way with respect to Discover Card transactions American Express Card transactions and Non Bank Services OTHER IMPORTANT INFORMATION

Cards present risks of loss and non payment that are different than those with other payment systems in deciding to accept Cards you should be aware that you are also accepting these risks

Visa U A Inc 1 S 411sal MasterCard International Incorporated MasterCard DFS Services LLC D1scover7 and American Express Company Inc American Express are payment card networks that electronically exchange Sales Drafts and Chargebacks for Card sales and Credits Sales Drafts are electronically transferred from banks in the case of Visa and MasterCard transactions or network acquirers in the case of Discover transactions that acquire them from merchants such as yourself through the appropriate Card Organization to the Issuers These

Issuers then big their Cardholders for the transactions The Cana Organizations charge the Acquirers interchange

fees and assessments for submitting transactions into their systems A substantial portion of the Discount Rate or Transaction Fees that you pay will go toward these fees and assessments

In order to speed up the payment process the Issuer transfers the funds back through the Card Organization to the Acquirer at approximately the same time that the Issuer receives the electronic Sales Drafts Even though the payments under this system are made simultaneously all payments made through the Card Organizations are conditional and subject to reversals and adjustments

BAMSOPSGI505

Each Card Organization has developed Card Organization Rules that govern their Acquirers and Issuers and the procedures responsibilities and allocation of risk for this process Merchants are also bound by Card Organization Rules which are part of this Agreement The Card Organization Rules and applicable laws give Cardholders and Issuers certain rights to dispute transactions long after payment has been made to the merchant including Chargebacks

We do not decide what transactions are charged back and we do not control the ultimate resolution of the

Chargeback While we can attempt to reverse a Chargeback to the Issuer we can only do so if the Issuer agrees to accept it or the Card Organization requires the Issuer to do so after a formal appeal process Sometimes your customer may be able to successfully chargeback a Card transaction even though you have provided your goods or services and are otherwise legally entitled to payment from your customer While you may still be able to pursue

claims directly against that customer neither we nor the Issuer will be responsible for such transactions You will be responsible for all Chargebacks and adjustments associated with the transactions that you submit for processing

Please refer to the Glossary for definitions of capitalized terms used without definition herein References above to our us and lnre mean Servicers except for NonBank Card services in which case those references mean Processor and references to y W and ftyour mean CIieKo each as defined in this Operating Guide

4

CARD SERVICES

Visa Cards have the first four digits of the account number printed directly below the embossed number You must always check these numbers carefully to ensure that they are the same Beginning January 2006 Visa has a new Cana design which differs significantly from the previous description You are required to familiarize yourself with the new design by consulting the document entitled Card Acceptance and Chargeback Management Guidelines for Visa Men nts VRM 08 18 You may download the document free of charge 12 from s websrte at httpJ menchsnt or com visa www order a hardoopy to be mailed to you for a nominal charge by telephoning Visa fulfillment at SW 31 1 VISA Both the old and new Visa Card designs will be circulating concurrently in the marketplace through the year 2010 Only Visa Cards fitting the old or new descriptions may be accepted Beginning May 2008 Visa issued a new card design for

OPERATING PROCEDURES This Operating Guide describes the procedures and methods for submitting transactions for payment

obtaining Authorizations responding

to

and Media Retrieval requests and other operations of our services Processor

is

a

fullservice

Chargebadks aspects of the

financial

transaction

processor dedicated among other processing services to facilitating the passage of your Sales Drafts back to the thousands of institutions who issue the Visa MasterCard and Discover Cards carried by your customers as well as to the independent Issuers of

Express a Optima and JCB The Operating Procedures contained in this pa part focus primarily on certain of the Visa MasterCard and Discover Care Organizations Rules and seek to provide you with the principles for a sound Card program however you should consult the Card Organization Rules for complete information and to ensure full compliance with them They are designed to help you decrease your Chargebadk liability and train your employees In the event we provide Authorization processing or settlement services for transactions involving Canis other than Visa MasterCard and Discover you should also consult those independent Issuers proprietary rules and regulations in these Operating The requirements set forth Procedures will apply unless prohibited by law You are responsible for following any additional or conflicting requirements imposed by your state or local jurisdiction The Card Organization Rules are made a part of this Bankcard Addendum by this reference to them and reference to this Agreement or the Bankcard Addendum shall be deemed to induce the Card Organization Rules unless stated otherwise Capitalized terms not defined in this Operating Guide are defined in the Master Contract

American

or

the Card

Organization

unembossed Visa cards Unlike embossed Visa cards

with raised numbers letters and symbols the un embossed card has a smooth flat surface Because of

the unembossed cards flat surface it cannot be used for

transactions that require a card imprint Unembossed

cards can only be used by merchants who process with an electronic Point Of Sale Terminal As a resuR the bottom of the card bears the following note Electronic Use Only MasterCard MasterCard Cards are issued under the

following names MasterCard EuroCard Access Union Million and Diamond The MasterCard symbol appears on the front or back of the Card MasterCard and the Globe designs appear in a 3dimensional hologram above the symbol In addition the words Classic Preferred Gold or Business may appear MasterCard account numbers are sixteen 16 digits and the first digit is always a five 5 The first four digits of the account must be printed directly below the

Rules

embossed number Only MasterCard Cards fitting this description may be accepted Pursuant to an alliance

Visa MasterCard Discover and American Expos Acceptance 1

with MasterCard Diners Club Cards issued in the

1 Card Descriptions At the point of sale the Card must be carefully examined to determine whether it is a g legitimate and valid Cana The name of the Card e Visa MasterCard or Discover should appear in boll letters on the Card For all Visa and MasterCard Cards and for some Discover Cards the Issuer e g XYZ Bank etc should also appear in bold letters on the Card The following is a description of the authorized

United States and Canada are being reissued with a sixteen 16 digit account number the first two digits of which are now fifty five 55 and with the MasterCard mark and hologram on the front of the Diners Club

Card These Diners Club Cards shall be accepted and processed in

the some manner as MasterCard

eons

Beginning January 2006 MasterCard has a new Card design significantly different from the previous

Visa MasterCard and Discover Card designs Visa Visa Cards have the Visa symbol on the right hand side of the Card Above the Visa symbol is the 3 dimensional hologram of the Visa Dove design The expiration date must be followed by one space and may contain the symbol V Visa Cards contain a 16 digit

description You are required to familiarize yourself with the new design by consulting a document MasterCard Card Identification Features You may download the document free of charge from MasterCard s websits at

account number embossed across the middle of the Cards and the first digit is always a four 4 In addition

the old and new MasterCard Card designs will be circulating concurrently in the marketplace through the

h2plM w mastercardmerchant comhWmerchant Both

5

Only MasterCard Cards fitting the old or new descxiptieons may be accepted Beginning February 2009 MasterCard began supporting un embossed MasterCard Cards as a design option for

NOTE Valid Cards may not always be rectangular

Issuers Unlike embossed MasterCard Cards with raised

contactless stickers key fobs and Mobile Commerce Devices and to conduct contactless card Transactions may not display the features described above Card expiration dale and other features listed above are not displayed on such contactless

year 2010

numbers letters and symbols the account information

in shape e g Discover 2G0 Cards and certain

valid Contactless Payment Devices approved by Discover for use in accessing card accounts e g

on

un embossed MasterCard Card may be indent or laser printed through the laminate or thermal printed on top of the laminate and then coated with a dear protective layer MasterCard Cards that are un embossed may have Electronic Use Only wording on the Card If a Cardholder presents an unembossed MasterCard Card you must record the related customer information electronically along with the accepting location you cannot use Card imprinters for un embossed MasterCard Cards Discover Card an

payment devices Other Card Features for Canis with a Discover

Acceptance Mark The front of a Prepaid Card may display Debit Card Temporary Cana Prepaid Card or Gift Card Prepaid Canis accepted at a single Merchant will not

display a hologram or holographic magnetic stripe or the signature panel Unembossed Prepaid Cards display a printed Card

Security Features Common to Standard Rectangular Plastic Cards with a Discover Acceptance

Card

number The Valid Thru date and the Cardholder

Mark

Name may or may not be printed on the Cana The embossed D security character is not present Electronic Use Only is printed on the front or the bads

All valid standard rectangular plastic Cards bearing a Discover Acceptance Mario as indicated below include the following common characteristics and distinctive features Cards display a three dimensional hologram on the front of the Card OR a three dimensional holographic

of an unembossed Card Merchants are advised to

obtain an electronic Authorization Response using a POS Device for unembossed Prepaid Cards Contactless Payment Device Security Features Standard plastic rectangular Cards that are also conlactless payment devices bear the security features described in the Standard Rectangular

magnetic stripe on the back of the Card Valid Cards display holograms on both front and bads

do not

Card Numbers are composed of 16 displayed on the front of the Card

digits

and are

Plastic Card section above

Card Numbers are dear and uniform in size and

Contactless payment devices other than Commerce bear the Discover Zip

Mo Indicator

spacing within groupings On embossed Cards the

stylized D appears on the same line as the embossed Member Since date if present and the Valid Thru date NOTE Some Prepaid Cards may not display the Member Since date Cardholder Additionally the stylized D and Valid through may not appear on Prepaid Cards and

Contactless payment devices that may be used to conduct contactless card Transactions will

a di7lay contactless icon including the Discover Zip

Indicator A Contactless Cana Transaction for which

track date is received by us with the Authorization request and that otherwise complies with Discover Card Organization Rules for contactless card Transactions other applicable requirements and the technical specifications will constitute a Card Present

Debit Cards The embossed Valid Thru date if present appears in mndyy format and indicates the last month in which the Card is valid

Card Transaction

DISCOVER or DISCOVER NETWORK will appear in ultraviolet ink on the front of the Card when it is held under an ultraviolet light An under print of void on the signature panel becomes visible if erasure of the signature is

attempted An overprint

Other Acceptance Mark as described in the Other Acceptance Mark section below Card Security Features Common to Cards with a

Diners Club Intematlonaf Acceptance Mark Front of Cards

the

signature panel reads Discover or Discover Network On some Canis the overprint may display the name of the Cana e g Discover Discover 2GO Discover Platinum The last four digits of the Card Number are displayed on the signature panel in reverse indent printing CID is printed in a separate box to the right of the signature panel on the back of the Card on

A Diners Club International Acceptance Mark in upper left comer

Two character

code printed in the lower alphanumeric p right comer Embossed 14digit Account number Embossed digits on the Card must be dear and

uniform in size and spacing within groupings Embossed expiration date appears in MM1YY 6

format and indicates the last month in which the Card is valid NOTE Some valid Cards bearing a Diners Club Intemational Acceptance Mark display a printed unembossed Card Number If a Card Sale involving a Diners Club International Card with an unembossed

Security Features on Cards with a JCB Acceptance Mark

Card numbers are made up of 16 digits starting with 35 embossed or printed on the front of the Cana Embossed digits on the Card should be dear and uniform in size and spacing within groupings The Cardholder name and if applicable business

Card Number cannot be completed by swiping the Card through the POS Device the Cana should not be accepted for the Card Sale

name embossed on the front of the Card

A JCB Acceptance Mark appears on the front of the

Back of Cards

Cana

Three dimensional holographic magnetic stripe contains a repoling image of the Diners Club it circle logo the Diners Club Intemationar split International name and a world map that all shift color and appearance when the Card is tilted NOTE In some instances a standard black magnetic stripe is displayed on the back of the Card Cards issued before January 1 2009 may not display the features

A three dimensional hologram image of rising sun rainbow and JCB in micro lettering appears on either the front or the back of the Card The hologram reflects light as it is rotated The embossed expiration date appears in mm yy m or mm yy format on the front of the Cana dd and indicates the last month in which the Card is valid

displayed above The tamper evident signature panel displays a Diners Club International split circle logo printed in blue in a repeated fashion over a white background An under print of the wont VOID becomes visible if the signature panel is removed or erased 3digit CID is indent printed after the Card number on the signature panel on the back of the Card CID may appear alone or directly following the complete Card Number or following the last flour 4 digits of the

The Card contains a magnetic stripe on the back of the Card

The name JCB appears in ultraviolet ink on the left bottom of the front of the Card when held under an

ultraviolet light The first four digits of the Card number match the 4 digit number preprinted just below the embossed Card number on the front of the Card

The first four digits of the Card number displayed on

Caryl number

the signature panel on the back of the Card match the

Chi P Cards with a Diners Club International Acceptance Mark display an integrated circuit chip on the front and a shortened signature panel on the back of the Card

last four digits of the Card number that appears on the front of the Cana

The last four digits of the Card Number on the back of

the Card are followed by the 3digit CID

Certain Cards accepted on the Discover network will bear an Other Acceptance Mark Common

Security Features to

Cards with

a

An overprint on the signature panel reads JCB in two colors blue and green Some Cards have an embedded integrated circuit chip on the front of the Card

China

UnlonPay Acceptance Mark A 16 digit Card Number starting with 622 524 625 0 626 or 628 is embossed on the front of the Card

The words GOOD THRU VALID DATES VALID

THRU and EXPIRATION DATE must be printed near the expiration date The corresponding words in the language of the country where the JCB Card is

on the Card should be dear and Embossed digits g uniform in size and spacing

issued may also be printed The words

The embossed expiration date appears in mm yy format and indicates the last month in which the Card is valid The Card contains

MONTHIYEAR or the corresponding words in the language of the country where the JCB Card is issued may be printed above or below the expiration date NOTE Some valid Cards bearing the JCB Acceptance Mark will have a printed unembossed Card number on the Card If a Card Sale involving a valid JCB Card with

magnetic stripe hologram image of Heaven Temple in the foreground with Chinese characters in the background appears on the front of all such Cards The hologram reflects light as it is rotated Valid Thrum and the Cardholder name which may not be in English are embossed on the front of the Card The CID appears on the upper right comer of the signature panel a

A three dimensional

an unembossed Card number cannot be completed by swiping the Card through the POS Device the Card should not be accepted for the Card Sale You are required to remain familiar with Discover Cana designs

and may reference the document Discover Security Features You may download the document free of charge from Discovees website at 7

httRdwwwdisoovemetwork comtkaudsecurity htnt fraud

Cardholders signature such as a passport or driver s license that has not expired to validate the s identhy Cardholder Indicate the positive identification including any serial

American Express Card Some Cards contain a holographic image on the front or the back of the plastic to determine authenticity Not all American Express

number and expiration date on the Credit Draft or

Sales Draft provided that you must effect PAN Truncation and must not include the expiration date on the copy of the Sales Draft or Credit Draft that you

Cards have a

holographic image All American Express Card Numbers start with 37 or 34 The Card number appears embossed on the front of the Card Embossing must be dear and uniform in sizing and spacing Some Cards also have the Card Number printed on the back of the Card in the signature panel These numbers plus the last four digits printed on the Sales Draft must match

provide to the Cardholder and as required by applicable law or Card Organization Rules on the Sales Draft or Credit Draft you retain

Require the Cardholder to sign the signature panel of the Card prior to completing the Transaction IA Users Other Than Cardholders A Cardholder may

Preprinted Card Identification

CID numbers must above the Card number on either the always appear right or left edge of the Card

Only the person whose name appears on an American Express Card is entitled to use it Cards not transferable

not authorize another individual to use his her Card for

purchases Be sure the signature on the Card matches

with the one on the Sales Draft Furthermore any Card having two signatures on the back panel is invalid and any sale made with this Card can result in a Chargeback

are

For Cards bearing a photograph of the Cardholder ensure that the Cardholder appears to be the person

The signature on the back of the Card must match the Cardmembees signature on the Sales Draft and must be the same name that appears on the front of the Card The signature panel must not be taped over mutilated erased or painted over

depicted in the picture which appears on the Card If you have any questions call the Voice Authorization Center and request to speak to a Code 10 operator 5 Special Terns If you limit refund 1 exchange terms or impose other specific conditions for Card sales the

Some Cards also have a three digit Card Security Code 3CSC number printed on the signature panel

words No Exchange No Refund etc must be clearly printed in 1 4 letters on the Sales Draft near or above

Do not accept a card outside the valid from and to dates 2 EffectiveJExpiration Dates At the point of sale 1 the Card should be carefully examined for the effective

the Cardholder s signature The Cardholder s copy as well as your copy must dearly show this information During a liquidation and or closure of any of your outlets locations and or businesses you must post signs dearly

valid from if present and expiration valid thru dates which are located on the face of the Card The sale date must fall

visble to custhmem stating that All Sales Are Final and stamp the Sales Drag with a notice that All Sales Are

between these dates Do not accept a Card prior to the effective date or after the expiration date If the Card has expired you cannot accept it for a Card sale unless you have verified through your Authorization Center that the Card is in good standing otherwise you on or

Final

Generally do not give cash check or instore Credit refunds for Card sales visa all for the following exclusions a cash refund to the Cardholder for a small

and could be debited for the

ticket transaction or a no signature required transaction a

Signature Chedc the back of the Card Make that the signature panel has not been disfigured or tampered with in any fashion an altered signature panel

transaction or a cash refund or in store Credit for a Visa paid card transaction if the Cardholder states that the Visa prepaid card has been discarded NOTE A

are

subject to

a

Chargeback

cash refund Credit or other appropriate form of Credit to the recipient of a gift purchased as a Mall Phone Order

transaction 3 Valid 1

sure

may appear discolored glued or painted or show erasure marks on the surface The signature on the back of the Card must compare favorably with the signature on the Sales Draft The Sales Draft must be signed by the Card presenter in the presence of your authorized

disclosure does not eliminate your liability for a Chargeback

protection

laws

and

Card

Organization Rules frequently allow the Cardholder to dispute these items noWthstanding such disclosures S I Delayed Delivery or Deposit Balance In a delayed delivery transaction where a Cardholder makes a

a Card Not Present Sale and in format as the signature panel on the Card e g E Jones The Harry E Jones should not be signed H signature panels of visa MasterCard and Discover Cards now have a 3 digit number CW2 CID printed on CVC2 the panel known as the Card Validation Code Visa MasWCard and Discover If the signature panel on the Card is blank in addition to requesting an Authorization you must do all the following Review identification the positive bearing

representative unless

the

Consumer

some

deposit toward the full amount of the sale you should execute two separate Sales Drafts each completed fully as described in Section 3 1 the first for a deposit and the

second ter payment of the balance upon delivery of the

merchandise or the performance of the services For Visa transactions you must obtain an Authorization if the cumulative total of both Sales Drafts VI

exceeds the floor limit You must obtain an Authorization 8

for each Safes Draft on each transaction date You must assign the separate Authorization Approval Codes to each Sales Draft respectively You must note on such Sates Drafts the words delayed delivery deposit or balance as appropriate and the Authorization dates

products 1 Recurring Transaction and Preauthorizad Order 7 Regulations If you process recurring transactions and charge a Cardholder s account periodically for recurring goods or services e g monthly insurance premiums yearly subscriptions annual membership fees etc the Cardholder shall complete and deliver to you a Cardholder approval for such goods or services to be charged to his account The approval must at least specify the Cardholder s name address account number and expiration date the transaction amounts the timing or frequency of recurring charges and the duration of time for which the Cardholder s permission is granted For Discover transactions the approval must also include the total amount of recurring charges to be billed to the Cardholders account including taxes and tips and your

and Authorization Approval Codes MasterCa For MasterCard transactions you must obtain one Authorization You must note on both Sales Drafts the words delayed delivery deposit or balance as appropriate and the Authorization date and Authorization Approval Code NOTE For Visa and MasterCard transactions if delivery is more than twenty fire 25 days after the original transaction date and the initial Authorization request as opposed to the thirty 30 days in Discover transactions you should reauthorize the unprocessed portion of the transaction prior to delivery If the transaction is declined contact the Cardholder and request another form of payment For example On January 1 a Cardholder orders 2 200 worth of furniture and you receive an Authorization for the full amount however only a 200 deposit is processed The above procedures are followed with a 2 000 balance remaining on the fumiture the 000 transaction balance should be reauthorized 2 Discover For Discover transactions you must label one Sales Draft deposit and the other balance as appropriate You must obtain the deposit Authorization before submitting the sales data for the deposit or the balance to us If delivery of the merchandise or service purchased will occur more than thirty 30 calendar days after the deposit Authorization you must obtain a subsequent Authorization for the balance In addition you must complete Address Verification at the time of the balance Authorization and you must obtain proof of delivery upon delivery of the ser iceshnorchandise purchased You may not submit sales data relating to the balance to us for processing until the merchandise service purchased has been completely delivered

Merchant Number

If the recurring transaction is renewed the Cardholder must complete and deliver to you a subsequent written request for the continuation of such goods or services to be charged to the Cardholder s account You may not complex a recurring transaction after receiving a cancellation notice from the Cardholder or Issuer or after a

request for Authorization has been denied

If we or you have terminated this Agreement you may not submit Authorization requests or sales data for recurring transactions that are due after the termination date of this

Agreement You must obtain an Authorization for each transaction

and write Recurring Transaction or P 0 for MasterCard transactions on the Sales Draft in Neu of the s signature A positive Authorization response Cardholder for one recurring transaction Card Sale is not a guarantee that any future recurring transaction Authorization request will be approved or paid For all recurring transactions you should submit the 3 digit Card Validation Code number with the first Authorization request but not subsequent Authorization requests Discover Card Organization Rules specifically require that you follow this Card Validation Code procedure for Discover recurring transactions

Card and obtain written consent from the Cardmember to perform a delayed delivery transaction before you request an Authorization You must obtain a separate Authorization Approval for each delayed delivery transaction on their respective charge dates and dearly indicate on each record that the charge is either for the deposit or for the balance of the transaction You must submit the delayed delivery transaction record for the balance of the purchase only after the items have been shipped provided or services rendered For deposits submission must be on the date the Cardmember agreed to pay for the deposit for the purchase For balances submission must be on the date the items are shipped provided or services rendered You must submit and Authorize each delayed delivery transaction under the same Merchant Number and treat deposits on the Card no differently than you treat deposits on all other payment

American

Express

For

transactions you must

American

Express

dearly disclose your intent

Also for Discover recurring transactions the Sales Draft

must include a general description of the transaction your merchant name and a tollfree customer service number

that the Cardholder may call to obtain customer assistance from you or to cancel the written approval for the recurring transaction For American Express recurring transactions you should periodically verify with Cardmembers that their information e g Card number expiration date billing address Is still accurate This will improve the likelihood of obtaining an approval to an Authorization request All recurring transactions or preauthorized orders may not include partial payments for goods or services purchased in a single transaction You may not impose a finance charge in connection with a Recurring Transaction or Preauthorized Order If you process recurring payment transactions the 9

Recurring Payment Indicator must be included in each Authorization request and as applicable each Batch submission entry Penalties can be assessed by the Card Organizations for failure to use the Recurring Payment Indictor 8 Certain Rules and Requirements The following 1 rules are requirements strictly enfiorced by Visa MasterCard and Discover You cannot impose a surcharge or fee for accepting a Card You cannot establish any special conditions for accepting

a

Card

may provide a discountfincentive for a consumer to pay with cash check Credit Card Debit Card etc however you must dearly and conspicuously disclose the discount to consumers Also you must offer the discount to all consumers and you cannot discriminate based upon Card brand or Card Issuer You may choose not to accept either S issued Debit Cards or U U S issued Credit Cards under the terms described in Section 1 9 S merchants may engage in any of the following U You may offer a discount or rebate immediate discount or rebate at the

You may offer

an

or

discounted

including an point of sale product service or

incentive encouragement

or

benefit You may express a preference for the use of a particular brand or type of general purpose cans

You cannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed unodlectible You cannot accept a Visa Consumer Credit Cana or

Commercial Visa Product issued by a U S Issuer to collect or refinance an existing debt You cannot submit a transaction or sale that has been

previously charged back

You may communicate to a customer the reasonably estimated or actual costs incurred by the merchant when a customer uses a particular brand or type of

or

dishonored check

If you accept Card checks your Card check acceptance policy must treat the acceptance of

checks from all payment card brands that you accept equally e g if you accept Visa MasterCard and Discover your check acceptance policy must treat checks for all three payment card brands equally

You should handle these Card checks Ike any other personal check drawn upon a bank in the United

Failure to comply with any of the Card Organization Rules may result in fines or penalties You will inform the Cardholder that you are responsible for the Cana transaction including your conditions of the transaction

Your minimum Credit Card acceptance amount cannot exceed 10 00 Such minimum amount must

be established for all Credit Cards regardless of Issuer or Card brand Unless you are a federal government entity or institution of higher leaming you may not establish a maximum amount as a condition transactions you may limit the maximum amount a

Discover Cardholder may spend if and only if you have not received an Authorization Approval Code

different forms of

or

You may engage in any other these equivalent to

Sales Draft or Credit Draft to the Cardholder You cannot submit a transaction or sale to cover a

for accepting a Card except that for Discover

general purpose card or a particular form of payment or the relative costs of using different brands or types of general purpose cards

Cana transaction and deliver at least one copy of the

goods and services and for related customer service dispute resolution and performance of the terms and

or a

particular form of payment You may promote a particular brand or type of general purpose card or a particular form or forms of payment through posted information through the size prominence or sequencing of payment choices or through other communications to a customer

payment

the total transact mount and not collected in cash

You must create a Sales Draft or Credit Draft for each

You

You may offer a free enhanced service

Cardholder must not be in plain view when mailed Any tax required to be collected must be included in

practices substantially

You cannot require the Cardholder to supply any y e home or business phone personal information 9 number home or business address or driver s license unless instructed number by the Authorization Center The exception to this is for a maiVhftphone Internet order or delivery required transaction for proper use of Address Verification in accordance with applicable law or as otherwise permitted by applicable law Any information that is supplied by the Cardholder must not be in plain view when mailed Any information that is supplied by the

10

from the Issuer Setting a minimum transaction amount limit for Debit Cards PIN Debit or NonPIN Debit is prohibited 9 Card Acceptance If you have indicated either in 1 the Bankcard Addendum or rag registering9 with us at least thirty 30 days in advance that as between NonPIN

Debit Cana transactions and Credit Card transactions you will limit your acceptance to either i only accept NonPIN Debit transactions or ii only accept Credit Cana transactions then the following terms in this Section 1 9 will apply 9 1

You will be authorized to refuse to accept for

payment either NonPIN Debit Canis or Credit Canis that

are issued within the United States You will however continue to be obligated to accept all foreign issued Credit Card or Debit Canis issued by Visa MasterCard or

as you accept any We of Visa Discover branded Card While many Debit Canis include markings 2 9 1 indicating debit such as Visa Check card Visa Bux

Discover so

MasterCard

long

or

Gift Card DEBIT or Mastermoney many Debit Cards may not include any such markings It will be your responsibility to determine at the pant of sale whether a Cana is of a type that you have indicated that you will accept You agree to institute appropriate systems and controls to limit your acceptance to the Card types indicated You may purchase a table of ranges of numbers currently associated with Debit Card transactions upon execution of confidentiality non disclosure agreements required by the Card You will be for Organizations responsible updating your

systems to utilize such tables and to obtain updated

112 Lodging Service Programs In the event you 1 are a lodging merchant and wish to participate in Visa s or MasterCaid and s lodging services programs please contact your sales representative or relationship manager for details and the appropriate Visa and MasterCard requirements 11 Written Confirnwtion of Guaranteed 1 3

Reservations You must provide the Cardholder with written confirmation of a guaranteed reservation The confirmation must contain

Cardholders name as it appears on the Card if present

Card number if truncated where required by applicable law and Card expiration date if present unless prohibited by applicable law

tabs

Reservation confirmation number

1 3 9 You are responsible for distinguishing Credit Canis from Non PIN Debit Canis Even if you have agreed to limit your acceptance of certain Cards you must continue to accept all foreign issued Cards whether Credit or Non PIN Debit Cards If you agree to limit your

Anticipated arrival date and length of stay The cancellation policy in its entirety inclusive of the date and time the carroellation privileges expire

acceptance to a particular type of Card and whether intentionally or in error accept another Card type for a transaction that transaction will downgrade to th highest cost interchange plus either the applicable Non Qualified Surcharge or a higher Discount Rate as further described in the Bankcard Addendum 9A Based upon your choice to accept only the Card 1 types indicated in the Bankcari Addendum you must from

your premises any existing signage indicating that you accept all Visa MasterCard or Discover Cards and use approved specific signage reflecting your policy of accepting only Non PIN Debit or Credit Cards 5 Even if you elect not to accept NonPIN Debit Card 9 1 remove

transactions as

provided above you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Card Services

1 1 0 Deposits of Principals Owners partners officers and employees of your business establishment and the guarantors who signed the Bankcar d Addendum are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own persona Cards other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business Such use in violation of this Section 1 10 is deemed a cash advance and cash advances are prohibited 11 Merchants in the Lodging Industry 1 11 1 Qeners9y There are additional rules and requirements that apply to merchants in the lodging industry for practices including but not limited to Guaranteed Reservations and charges for no shows advance deposits overbookings and priority check out If

you are a merchant in the lodging industry you must contact us for these additional rules and requirements Failure to do so could result in additional charges or termination of this Agreement

11

Any other pertinent details related to the reserved accommodations

11 A Cancellation of Guaranteed Reservations If a 1

Cardholder requests a cancellation in accordance with

s cancellation policy and specified time Merchant frames Merchant must provide the Cardholder with a cancellation number

and instructions to retain a record

of it If a Cardholder requests a written confirmation of the cancellation Merchant must forward this

confirmation within three 3 Business Days of the Cardholders request The cancellation confirmation

must contain Cardholders reference that charges were placed on the Card if applicable or a guarantee that a show charge will not be placed on the Card no Cardholders name as it appears on the Card if present

Card number truncated as required by applicable law to you or us

Card expiration date if present unless prohibited by applicable law to you or us Reservation cancellation number Date of cancellation

The name of the Merchant s employee that processed the cancellation

A other pertinent information related to the reserved accommodations

12 Customer Activated Terminals and Self 1 Service

Terminals Prior to conducting Customer Activated Terminal CAT transactions or SelfService Terminal

transactions you must contact us for approval and further

instructions rules and requirements that apply to CAT and Self Service Terminal transactions Failure to do so

could result in additional charges or termination of this Agreement

13 Displays and Advertising You must prominently 1 display appropriate Visa MasterCard Discover and

American

Express and if applicable other Card Organization decals and program Marks at each of your locations in catalogs on websites and on other promotional materials as required by Card Organization

Rules You may not indicate that Visa MasterCard Discover American Express or any other Card Organization endorses your goods or services Your right to use the program Marks of the Card Organizations terminates upon the earlier of i if and when your right to accept the Cards of the respective Card Organization terminates e g It your right to accept Discover Cards terminates you are no longer permitted to use Discover Program Marks ii delivery of notice by us or the respective Card Organization to you of the termination of the right to use the Mark s for that Card Organization or HQ termination of the license to use the program Marks by the respective Card Organization to us

13 1

Discover Sublicense to Use Discover Marks You are prohibited from using the Program Discover Program Marks as defined below other than as expressly authorized in writing by us Discover Program Marks means the brands emblems trademarks and or logos that identify Discover Network Cams including without limitation Diners Club International Cards Additionally you shag not use the Discover Program Marks other than as a part of the display of decals nd other forms depicting signage 9 ep g the Discover Program Marks that are P roil provided to y you by us or otherwise approved in advance in writing by us You may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals indoor and outdoor signs advertising materials and marketing materials provided that all such uses by you must be approved in advance by us in writing You shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or

guaranteed by the

of the Discover Program Marks You recognize that you have no ownership rights in the Discover Program Marks You shag not assign to any Person any of the rights to use the Program Marks 13 American Express Sublicense to Use 1 2 American Express Marks You must not use the American Express Marks in any way that injures or diminishes the goodwill associated with that Mark nor without American Express prior written consent indicate that American Express endorses your goods or services You shall only use the American Express Marks as reasonably necessary to perform your obligations under the Agreement and shall ease using the American Express Marks upon termination of the Agreement with American Express The guidelines listed below apply to the Merchant s use of the American Express Blue Box logo owners

The Blue Box logo must appear on all purchase materials and signs

The space around the Blue Box must equal at least 3 the size of the box 1

The Blue Box logo minimum size is 318 and 1 2 is the preferred size

Always spelt out American Express A minimum distance of 1 1 2 times the size of the

Blue Box must be allowed between the Blue Box logo and another Mark

14 Cash Payments by and Cash Disbursements to 1

Cardholders You must not accept any direct payments from Cardholders for charges of merchandise or services

which have been included on a Sales Draft it is the right of the Issuer to receive such payments You may not make any cash disbursements or cash advances to a

Cardholder as part of a Card transaction unless you are a financial institution that has received express written authorization from Servicers in advance Further you

may not accept Cards for the purchase of travelers checks if the sole purpose is to allow the Cardholder to

make a cash purchase of goods or services from you For Discover cash advances in authorized jurisdictions other than the United States may be conducted in an

originating currency provided that cash advances may be

subject to dispute and or Acquirer fees 15 Discover Cash Over Transactions Cash Over 1 transactions are not available for MasterCard or Visa transactions You Y issue Cash Over in con section with a Discover Card sale p provided that u

you comply with

the provisions of this Agreement including the following requirements

You must deliver to us a single Authorization request

for the aggregate total of the goods services

purchase amount and the Cash Over amount of the Card

sale

You

may

not

submit

separate

Authorization requests for the purchase amount and the Cash Over amount

The Sales Draft must include both the purchase amount and the Cash Over amount and you may not use separate Sales Drafts for the purchase amount and Cash Over amount

No minimum purchase is required for you to offer Cash Over to a Discover Cardholder provided that some portion of the total Card sale must be

attributable to the purchase of goods or services The maximum amount of cash that you may issue

as Cash Over is 100 00 Cash Over may not be

available in certain markets Contact us for further information 1 1 8 Telecommunication Transactions

Telecommunication Card Sales occur when a telephone

service provider is paid directly using a Card for individual

local or long distance telephone calls NOTE Pre paid telephone service cards are not and do not give rise to

Telecommunication Card Sales Prior to conducting

Tenication transactions you must contact us for approval and further Inshindons rules and

point of

requirements Failure to do so could result in 12

charges or termination of this Agreement 2 Suspect Transactions If the appearance of the Card being presented or the behavior of the person presenting the Card is suspicious in nature you must immediately call the Voice Authorization Center and ask to speak to a Code 10

If you use an electronic terminal and swipe the Card make sure the account number displayed on the terminal

additional

or the Sales Draft matches the number on the Card and

If you cannot or do not verify the account number and accept the sale you are subject to a Chargeback and could be debited for the amount of the transaction IF

operator Answer all their questions and follow their instructions While not prof that a transaction is fraudulent the following are some suggestions to assist you in preventing fraudulent transactions that could result in a Chargeback Ask yourself does the Customer appear nervoustagitated hurried appear to be making indiscriminate purchases e g does not care how much an item costs the size

THE NUMBERS DO NOT MATCH DO NOT ACCEPT THE CARD AS A FORM OF PAYMENT EVEN THOUGH AN

AUTHORIZATION

APPROVAL CODE

FOR THE MAGNETICALLY SWIPED CARD NUMBER MAY BE RECEIVED

Fraud Merchandise Tips Prone Gift Cards jewelry video stereo computer and camera equipment shoes and men s clothing are typically fraudprone because they can easily be resold

etc

purchases substantially greater than your usual customer e g your average transaction is 60 but this transaction is for 360 insist on taking the merchandise immediately e g no matter tow difficult it is to handle is not interested in free delivery alterations etc appear to be purchasing an unusual amount of expensive items or the same items take an unusual amount of time to sign the Sales Draft or look at the back of the Card as he signs

Be suspicious of high dollar amounts and transactions with more than one fraudprone item e g two VCRs three gold chains etc ff you suspect fraud Call the Voice Authorization Center and ask to speak to a Code 10 operator If the terminal does not display the Card number call the POS Help Desk for terminal assistance

talk fast or carry on a conversation to distrW you from checking the signature take the Cana from a pocket instead of a wallet repeatedly come back in a short amount of time or right before dosing time to make additional

time of the transaction It does not warrant that the

purchases

transaction

make

cause an

unusual sudden increase in the number

and average sales transactions over a one to three

day period tell you he has been having some problems with his Issuer and request that you call a number that he provides for a special handling or Authorization have

a

previous history

of disputed

charges

place orders to be shipped to an address other than the billing address or use anonymoust free email domains

place orders sent to zip codes or countries where a history of fraudulent claims

you

show

discolored glued

or

painted

Stripe panel

or

show

on

the back

g e erasure

on

appear marks

the surface have valki from effective and valid expiration dates consistent with the sale date

indicates the availability of a Cardholder s credit at the

person presenting the Card is the rightful Cardholder If proper procedures are not followed at the time of the

transaction you are subject to a Chargeback and your account may be debited

for the amount of the

3 Completion of Sales Drafts and Credit Drafts You must prepare a Sales Draft or Credit Draft as

applicable for each Card transaction and provide a copy of it or a transaction receipt or copy of the Draft to the Cardholder at the time the Card transaction is completed 1 3

Information Required All of the following information must be contained on a single page document constituting a Sales Draft s account number must appear on the Cardholder Credit Draft or Sales Draft in the manner required by applicable law and Card Organization Rules NOTE The copy of the Sales Draft or Credit Draft you

provide to a Cardholder must not include the

Does the Card have characters the same size height style and all within alignment appear to be re embossed the original numbers or letters may be detected on the back of the Card

have a damaged hologram have an undamaged Magnetic the Card have an altered signature

REMEMBER An Authorization Approval Code only

on

s Card expiration date or any more Cardholder than the last four digits of the Cardholder s Card

number Some states have similar requirements that also apply to the Sales Drafts or Credit Drafts you retain MasterCard requires that Cana expiration dates be excluded from the Saks

Drafts or Credit Drafts your business retrains You are solely responsible to determine the Card account number truncation requirements and

Card expiration date exclusion requirements for your state jurisdiction

thru

Clear imprint of the Card Whenever the term imprint Is used it refers to the process of using a manual 13

machine to make an impression of the Sales Draft it does not include the printout from a printer attached to an electronic device If you use an electronic device e g AuthoraabW draft capture terminal cash register POS Terminal etc and swipe the Card to read and capture the Card information via the Magnetic Stripe you do not have to imprint the Card HOWEVER IF THE TERMINAL FAILS TO READ THE MAGNETIC STRIPE OR IF YOU ARE REQUIRED TO OBTAIN A VOICE AUTHORIZATION THEN YOU MUST IMPRINT THE CARD IN ADDITION THE SALES DRAFT MUST HAVE THE CARDHOLDER S SIGNATURE FAILURE TO FOLLOW THESE PROCEDURES WILL PREVENT YOU FROM DEFENDING A TRANSACTION IN THE EVENT THAT iT IS CHARGED BACK UNDER A CLAIM THAT THE RIGHTFUL CARDHOLDER DID NOT AUTHORIZE THE PURCHASE ENTERING INFORMATION INTO A TERMINAL MANUALLY WILL NOT PREVENT THIS TYPE OF CHARGEBACK FOR MAiL TELEPHONE INTERNET AND OTHER CARD NOT PRESENT ORDERS SEE SECTION 3 2 s signature However eligible merchants Cardholder s Quick Payment Service participating in MasterCard Program Visa Easy Payment Program and s No Signature Program and Discover or certain Discover transactions see note below are not required to obtain the Cardholders signature under certain conditions sat forth by each program Date of the transaction

imprinting

Card

on a

Amount of the transaction ncluding the approved currency of the sale or services involved in Description of the goods and the transaction if there are too many items combine them into one description e g clothing instead of one pair of pants one shirt Do not carry information onto

second Sales Draft of your merchandise return and Credit a

Description refund policy

that conducted the transaction

Discover Card Sales in an amount more than 25 00

including sales taxes tip and or Cash Over amount are not eligible for treatment as No Signature Required Card Sales and you may lose a dispute of such a Card Sale if the Merchant fails to obtain the Cardholder s Signature on the Sales Draft

Eligible merchants participating in any No Signature Programs Quids Payment Service or Small Ticket programs described above are only required to provide the Cardholder with the completed Sales Draft when requested by the Cardholder

NOTE For Visa MasterCard and Discover transactions if you are a merchant operating under certain merchant category codes approved by Visa MasterCard and Discover you are not required to obtain the Cardholder s signature so long as the full track data is transmitted in the Authorization request and the sale amount is 25 00 or less 2 3 lntenwt MalllTelsphons

Eco coerce Orders

and Other Card Not Present Sales You may only engage in mail telephone Intemet orders provided they do not exceed the percentage of your total payment Carr volume reflected on your Bankcard Addendum Failure to adhere to this requirement may result in cancellation of your Agreement Merchants conducting Internet transactions using MasterCard or Visa Cards must have special codes an Electronic Commerce Indicator added to their Authorization and settlement records Discover does not use an Electronic Commerce Indicator

Failure to register as a merchant conducting Internet transactions can result in fines imposed by the Card Organizations Mail Telephone Internet and other Card Not Present transactions have a substantially higher risk of

Chargebadk Since you will not have an imprinted or magnetically swiped transaction and you will not have the Cardholder signature on the Sales Draft as you would in s a faceto face transaction you will assume all risk associated with accepting a maihoneMtemet or

A valid Authorization Approval Code and Merchants Doing Business As D A name B and location city and state required and Merchant Account Number When imprinting Sales Drafts do not alter the Cardholder account number circle or underline any information on the Sales Draft or alter a Sales Draft in any way after the transaction has been completed and signed Stray marks and other alterations on a Sales Draft may render it

electronically unscannable unreadable or illegible This may result in a Chargeback or Summary Adjustment to your account For Discover sales using a paper Sales Draft as opposed to Electronic Draft Capture the paper Sales Draft must also contain the initials of your representative or employee that conducted the transaction For Discover Credits the Credit Draft must contain the signature of your authorized representative or employee 14

other Card Not Present transaction The following procedures While they will not eliminate Chargebadcs are useful in reducing them and should be followed by you

Obtain the expiration date of Card

On the Sales Draft dearly print the Cardholders account number effective and expiration dates data of transaction description of the goods and services amount of the transaction including shipping

handling insurance etc Cardholder s name billing

address

and shipping address Authorization Approval Code and merchant s name and address

city and state required provided that you must effect

PAN Truncation and must not include the expiration date on the copy of the Sales Daft or Credit Draft that

you provide to the Cardholder and as required by applicable law or Card Organization Rules on the Sales Draft or Credit Draft you retain

For mail orders write MO for telephone orders s signature line write TO on the Cardholder and keep a copy of the Cardholder s obtain If feasible on file on a form authorizing you to submit signature and mail order transactions telephone You should utilize the Address Verification Service for all Card Not Present Transactions see note below Address Verification is specifically required for all Discover Card Not Present Transactions and in you do not receive a positive match through AVS you may not process the Discover Card Not Present Transaction If you do not have AVS contact us

immediately You should obtain the 3 digit Cana Validation Code number and include it with each Authorization

Rules specifically require that you submit the Cad Validation Code with the Authorbion request for all Discover Card Not Present Transactions For telephone orders it is recommended that written verification of the sale be requested from the Cardholder sent by mail or fax You may not submit a transaction for processing until after the merchandise has been shipped or the service has been provided to the customer The Card Organizations will permit the immediate billing of

request

Discover

merchandise

Cana

manufactured

Organization

to

the

s customer

e speclalkustom orders provided specifications i the Cardholder has been advised of the billing details You should provide a copy of the Sales Draft to the Cardholder at the time of delivery You must also obtain proof of delivery of the goods or services to the address designated by the Cardholder i e by getting a signature of the Cardholder or person designated by the Cardholder through the delivery carrier If the Cardholder visits one of your locations to receive the goods or services purchased obtain an imprint of the card and the Cardholder s signature Notify the Cardholder of delivery time frames and or cancellation special handling and policies Merchandise shipping dates must be within seven 7 of the date Authorization was obtained If after

days

the order has been taken additional delays will be incurred e g out of stock notify the Cardholder and reauthorize the transaction You may not require a Cardholder to complete a postcard or other document that displays the s account number in dear view when Cardholde mailed

If you accept orders via the Interact your web site must include the following information in a prominent manner

Complete description of the goods

or

services

offered

Description of your merchandise policy

return and Credit

Customer

including

refund

service

contact

email

15

address and or telephone number Transaction currency U S dollars unless permission is otherwise received from Servicem Any applicable export or legal restrictions Delivery policy Consumer data privacy policy A description of the transaction security used on your websits and The sale or disclosure of data containing Cardholder account numbers personal information or other Cana transaction information to third parties is prohibited Address of Merchant including country Cancellation policy Date an y free trial period ends

You may not accept Card Account Numbers through Electronic Mail over the Intemet NOTE Address Verification Service rAVS J does not

guarantee against Chargebacks but used properly it assists you in reducing the risk of fraud by confirming whether certain elements of the billing address provided by your customer match the btiling address maintained by the Issuer AVS also may help you avoid incurring additional interchange expenses AVS is a separate process from obtaining an Authorization and will provide a separate response A transaction may not match addresses when submitted

for AVS and still receive an Authorization It is your responsibility to monitor the AVS responses and use provided to avoid highrisk

the information transactions

1 Discover Protocol for Internet Transactions 2 3

Each Internet Discover Card transaction accepted by you and submitted to us shall comply with Discover standards including without limitation Discover standards governing the formatting transmission and encryption of data referred to as the ffidesignated protocol You shall accept only those Internet Discover Card transactions that are encrypted in accordance with the designated protocol As of the date of these Operating Procedures the designated protocol for the encryption of data is Secure Socket Layer SSL We may at our discretion withhold Settlement until

security standards can be verified However the designated protocol induding any specifications with respect to data encryption may change at any time upon thirty 30 days advance written notice You shall not apt any Internet Discover Card transaction

unless the transaction is sent by means of a browser which supports the designated protocol 2 3 Additional Requirements for eCommarce Transactions You agree to develop and maintain a point of presence on the Internet at your expense You will be responsible far all costs of connectivity and communication between you the Internet and us You agree to utilize SSL Secure Sockets Layer or other secure compatible encryption method acceptable to us

providing

in

your eCommerce transactions to

us

for

scanners printers PIN pad devices and other hardware whether owned by you Merchant Providers or other Persons used by you

Authorization processing and settlement You agree to

identify separately any high risk transactions you submit These high risk transaction include but are not limited to any under Merchant Category Code 5967 Direct Marketing Inbound Telemarketing Merchants 3 Customer Servke Telephone Numbers for Cards Other Than Visa MasterCard and Discover American Expmss ESA or Direct 1800 5285200 1800 4307161 American Express OnePoint 1800 3664522 1 8 003661054 500987 1 6591 Voyager 1 800 492 0669 WEX 4 Data Security and Persons Used By Client THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES FOR LIABILITIES UNAUTHORIZED AND THIS OF AND TERMINATION DISCLOSURE

JCB international TeleCheck

AGREEMENT 1 Payment Card 4

Industry

Data

The Card Organizations or we may impose fines or penalties or restrict you from accepting Canis 9 it is determined that you are not compliant with the applicable data security requirements We may in our sole discretion suspend or terminate Services under this Agent for any actual or suspected data security compromise You agree that you will not request any Authorizations submit any Sales Drafts or Credit Drafts until you have read and understood the PCI DSS CISP SDP and DISC for which you acknowledge we have provided you sufficient information to obtain and you will be deemed to have done so upon our receipt of your request or submission of any Authorizations Sales Drafts or Credit Drafts

You must comply with the data security requirements described in this Section 4 1 including without

limitation PCI DSS SDP CISP DISC and DSOP and any additional Card Organization requirements applicable to payment applications and PIN

Security Standards

transactions

Pisa MasterCard Discover American PCI bSS and JCB aligned data security requirements to Express

Detailed information about PCI DSS can be found at the PCI website DSS s Council

create a global standard for the protection of Cardholder

wwiled f org dsa ouu Detailed information s CISP program Visa

data The resulting Payment Card Industry Data Security Standards PCI DSS defines the requirements with which all entities that store process or transmit payment card data must comply PCI DSS is the name used to identify those common dale security requirements The Cardholder Information Security Program CISP is Visa

aboutt

tailed De ailed

Security and Compliance security program and the Security Operating Policy DSOP is American Express data security program each based on the PCI

DSS and industry aligned validation requirements PCI Merchant

Equipment as defined below where Cardholder data is processed stored

or

transmitted including

can

webaite

information

about

s MasterCard

SDP

we sdo aom a n www atercard Detailed information about DISC can be found at s Discover DISC website disoovemetwork oom Fraudsecuritydisc ht MI Detailed information about DSOP can be found at website DSOP American Express

Discover Information s data DISC is Discove

on

CISP

program can be found at the MasterCard SDP

and

compliance validation is focused

s Visa

canlep a

w

USA data security program the Site Data Protection s CSDP program is MasterCard s data security program

DSS

found

be

dathseairity 00m ameriaanexoress

4 Date Security Requirements You must comply 2 with the data security requirements shown below You must install and maintain a seams network firewall

external connections into your network i e employee remote saxes third party ac for processing and maintenance AN connections to and from the Authorization and environment settlement e connections for i

All

m protect data across pubic networics You must protect stoned data and data sent eaves networks

s

including methods indicated in the PCI

DSS

You must use and regularly update antvirus software and keep security patches up dale to You must restrict access to date by business need to known assign a unique ID to each person with computer access m data and track access to data by unique ID You must not use vendor suppled defaults for system passwords and other security parameters You must regularly test security systems and

employee access or for devices such as firewalls and e

and outside of the Authorization and data repository Any settlement environment For the purposes of this Section 4 Merchant Equipment means any and all equipment you use in connection with Card

Authorization clearing axnpleting settling

transmitting or other related proaiaaing including without limitation all telecommunication lines and wireless connections and software systems pointof

X You must maintain

a

that addresses information

sale terminals card readers merchandise and card security for employees and contractors 16

You must restrict physical access to Cardholder information You may not transmit Cardholder account numbers to Cardholders for Internet transactions You cannot store or retain Card Validation Codes igit values printed in the signature panel of thre most Cards and a fourdigit code printed on the front of an American Express Card after final transaction

Authorization

3 4 4A

5 4

unauthorized party For Internet transactions copies of the transaction records may be delivered to Cardholders in either electronic or paper fomiat You must use only services and Merchant Equipment that have been certifled as PCI DSS compliant by the Cana Organizations

transaction is approved Do not attempt to obtain an Authorization Approval Code Provided by someone other than us except as described in Section 5 4 If a Cardholder or another service provider provides you with either an Authorization Approval Code or with a telephone number for obtaining Authorizations the Authorization Approval Code you receive may not be valid Even if the transaction is initially processed and

Reserved Reserved Reserved Required

and addresses etc iii the method of such tacts v the breach iv your security personnel cor

name of any person including law enforcement assisting you with your investigatioin of such breach and vi any other information which we reasonably request from you concerning such breach including forensics reports You shall provide such information as soon as practicable and the items listed in i 4v shall be provided to us in any event within 48 hours of your initial notification to us of the

breach

Reserved Reserved Reserved

5 Audxwt atlons Each Authorization request you submit to us must fully comply with the applicable provisions of this Agreement Submission of an Authorization request that does not fully comply may remit in assessment of additional fees to you a declined Authorization response or a Chargebadk to you You must obtain

as

authorized

thirty 30 days Failure to settle within these timeframes may result in a late presentment Chargeback Failure to obtain an Authorization Approval Code for a sales transaction may result in a or the termination of your Chargebac k and Agreement Authorization Approval Codes can be obtained through your POS Terminal or a Voice Response Unit CVRU Any fees related to Authorizations will be charged for a request for an Authorization Approval Code whether or not the

funded it may be charged back at a later date Also if

names

9 4

remains valid for thirty 30 days A positive Authorization response for Discover transactions remains valid for ninety 90 days An Authorization Approval Code for American Express Non T E transactions are good for seven 7 days

American Express T E transactions are good for

Infbirmatlon for Discover Security For security breaches involving Discover or track data you must provide us transactions and or Discover with the following information 1 the data and of broach ii details concerning the data compromised g account numbers and expiration dates Cardholder e

8 4

Visa and MasterCard transactions the Authorization

You cannot store or retain Magnetic Stripe data PIN data or AVS data Only Cardholder account number Cardholder Name and Cardholder expiration date can be retained subsequent to transaction Authorization You must destroy or purge all Media containing data with Cardholder obsolete transaction information You must keep all systems and Media containing Card account Cardholder or transaction information whether physical or electronic in a secure manner so as to prevent access by or disclosure to any

4 8 Broaches

7 4

transactions A positive Authorization response for MasterCard remains valid for seven 7 days for electronic processed transactions For true paper merchants for

an

you receive a purported Authorization Approval Code from someone other than us we will not have the

supporting records and will be unable to verify that you received the Authorization if that is later questioned in a Chargeback An Authorization Approval Code only indicates the availability of credit on an account at the time the Authorization is requested It does not warrant that the person presenting the Card is the rightful Cardholder nor is it a promise or guarantee that you will not be subject to a chargeback If you obtain Address Verification you must review the AVS response separatel from the Authorization response and make your own decision about whether to accept the transaction A transaction can receive an Authorization Approval Code from the Issuer even if AVS

is unavailable or reflects that the address provided to you does not match the billing address on file at the Issuer If the authorized Cardholder disputes such a transaction you will be responsible for the resulting Chargeback If you receive a Referral response to an attempted Authorization you may not submit the transaction without calling for and receiving a voice Authorization After receiving a Referral response you may not attempt another Authorization on the same Card through your POS Terminal

If you fail to obtain an Authorization Approval Code or if You submit a Card transaction after receiving a decline even if a subsequent Authorization aflaempt results in an

Authorization Approval Code from us to Section 5 4 for all

pursuant

17

Authorization Approval Code your transaction may result in a Chargeback and may be assessed fines or fees by the Card Organizations for which you will be responsible These currently range from 25 to 150 per transaction To avoid these eats and related Chargebacks always obtain an Authorization Approval Code directly from your

a Card without the Issuer s direct request or failure to reasonable

use

lawrul

means

in

retaining or attempting to retain the Card Forward the Card to Attn Rewards O Box 5019 Department P

Hagerstown MD 21740 You may be paid a reward for the return of the Card

terminal before submitting a transaction for settlement For Cards other than Visa MasterCard and Discover g American Express etc or for check acceptance e you must follow the procedures for authorization and acceptance for each You may not attempt to obtain multiple Authorizations for a single transaction If a sale is declined do not take alternative measures with the same Card to obtain an approval of the sale from other Authorization sources Instead request another form of payment If you accept and process a transaction that was declined or attempt multi transactions and or mullAuthorizations you are or subject to a Chargebacc Card Organization fines and cancellation of your Agreement For MasterCard Credit Card or Debit Card transactions automated fuel dispensers must ensure that completion messages are submitted within sixty minutes of the Authorization

On occasion the Authorization Center will ask you to obtain

identification

from

the Cardholder before

issuing an approval code If you are instructed to do so dearly write the appropriate identification source and numbers in the space provided on the Sales Draft unless otherwise prohibited by law If the sale is declined please remember that our operators are only relaying a message from the Issuer The fact that a sale has been declined should

not be interpreted as a reflection of the Cardholder s creditworthiness

The Cardholder instructed to call the Issuer 3 Authorization via Electronic Devices 5

should

be

If you use an electronic terminal to obtain an Authorization Approval Code all sales should be authorized through this equipment Authorizations through other methods will result in additional charges to you If your terminal malfunctions refer to your Quids Reference Guide if necessary or call the POS Help

1 Card Not Present Tmnsactlons 5

S issued MasterCard or Visa if the Card used is a U should obtain and submit with your Card you Authorization request the Card Validation Code CW2 or CVC2 however you must obtain and submit with your Authorization request the CVV2 and CVC2 for all S issued Cards non U

Desk The problem will either be corrected promptly or may require terminal programming or replacement During the period in which your terminal is not functioning remember to check it periodically since most terminal problems are temporary in nature and are quickly corrected If a terminal is moved or if wires are disconnected causing malfunction call the POS Help Desk

If the Card used is a Discover Card whether issued in the U S or not you must obtain and submit with your Authorization request the Discover Card Validation Code CID

immediately and follow their instructions You may be responsible for any service charges incurred for

However for recurring transaction Authorizations you

reactivation of the terminal

should submit the Card Validation Code with the first Authorization request only and not with subsequent recurring transaction Authorization requests See Section

Until the terminal becomes operable you must call your designated voice Authorization boil free number

each Card Not Present Discover transaction you must also verify the name and blUM9 address of the Discover Cardholder using the

using a touchtone phone During this time each transaction must be imprinted using a manual Imprinter machine Failure to obtain an Authorization Approval Code and to imprint these transactions could result in a Chargebadk to your account 4 Third Party Authorization System If you have 5

and enter Authorization information into the VRU

7 NOTE For 1

Address Verification System AVS and if you do not receive a positive match do not process the Discover Card Not Present transaction 2 5 Authorization via Telephone Other Than Electronic Device Users Terminal Call your designated voice Authorization toll has number and enter the Authorization information into the VRU using a touch tone phone or hold for an Authorization representative If advised to pick up a Card use reasonable and peaceful means to do so and do not take any action that will alarm or embarrass the Card presenter You will bear all responsibility for claims liabilities costs and expenses as a result of any action by you your

employees vendors

or

agents

that

attempt to retain

contracted with another Authorization network to obtain Credit Card Authorization liability resulting from

discrepancies with that network must be resolved between you and that network We will not research Chargebacks resulting from Authorization Approval Codes

obtained

from

another Authorization

service

organization Such Chargebacks will be passed through to you for resolution If an Authorization provided by a third party Authorization system is challenged in a Chargebadk you must obtain proof e g third party Authorization logs from the Authorization source and submit it to us within the tine frame specified on the

18

Chargeback documentation

You must notify the Cardholder of the dollar amount you intend to pro authorize

IF YOU CONTRACTED TO USE ONE OF OUR DO NOT USE AUTHORIZATION SERVICES SYSTEM THIRD PARTY WITHOUT ANOTHER NOTIFYING CUSTOMER SERVICE OTHERWISE WE WILL BE UNABLE TO SUCCESSFULLY RESEARCH AND DEFEND ANY AUTHORIZATION RELATED CHARGEBACKS ON YOUR BEHALF THIS DELAY WILL SIGNIFICANTLY DECREASE YOUR TIME TO OF PROVIDE PROOF AND RESEARCH THUS YOUR REDUCING AUTHORIZATION OPPORTUNITY TO REVERSE A CHARGEBACK If you utilize another Authorization network you will be responsible for the downgrade of any transactions to a higher cost interchange that result from a mismatch of infonration to our systems and those of thins party

If the customer decides to use another form of

payment e g cash check etc you must promptly call the Voice Authorization Response Unit to delete the Authorization

hold

Provide the Cardholder s

account number original dollar amount and date of the transaction and the Authorization Approval Code

If a new transaction takes place a now imprinted and signed Sales Draft for the exact amount and a new Authorization Approval Code for that amount must be obtained VEHICLE

RENTAL

PROVIDERS

MAY

NOT

INCLUDE POTENTIAL VEHICLE DAMAGE OR INSURANCE

DEDUCTIBLES AUTHORIZATIONS

Authorization networks If you use a third party Authorization network you must 7 also comply with Section 4 Call the following for other Card types 1800 528 5200 American Express ESA or Direct MO 366 1400 ToleCheck 9874589 M 1 589 987 Voyager 800842 1 0071 WEX Available 24 hours day 7 days virsek AN approved sales authorized in this manner must be entered manually as post Autorizadon transactions into the terminal once the terminal becomes operational AN Credit transactions must be entered into the terminal for data cepture You may be subject to a Charge back if you receive a Referral and subsequently receive an approval To reduce the risk of such a Chargebadk the Cad should be imprinted using a manual Imprinter machine For specific procedures on Electronic Data Capture refer to users guide If the the terminal operating instructions

IN

ANY

PRE

If you receive a decline on a transaction you must wait twentyfour 24 hours before attempting to reauthorize If you reauthorize prior to this time frame and receive an approval you may be subject to a Chargebac k and a fine imposed by the Card Organizations Hotels motels and car rental merdmuts are allowed

up to a 15 variance above the amount authorized If

the final amount charged to the Cardholder exceeds the original estimate by more than 15 above the proAuthorization you must authorize any additional amounts and all incremental Authorization Approval

Codes must be written in the Authorization area along with the date of Authorization

and the amount

authorized

The Card Organization Rules provide that certain establishments are permitted to submit a pre Authorization of up to a 20 instead of 15 above the amount authorized If the final amount exceeds the amount pre authorized by more than 20 you

terminal malfunctions for more than twenty four 24 hours contact Customer Service for further instructions on processing your transactions G Autonwted Dispensing Machines Records must B be produced for all transactions whose origin and data

must authorize the additional amount Estimating the Automation amount to include a tip is prohibited The Authorization request should include only the amount associated with the bill presented to the

capture are automated dispensing machines or Limited the include should Records Terminals Amount s name terminal Cardholder account number merchant location transaction date and amount for E T Pre Authorization S B Travel If you are a Merchants and Restauramnt Entartainment in travel or and business providing engaged

consumer

You should obtain an Authorization for the initial

estimated charges and then monitor the charges to ensure that the actual charges made do not exceed the estimated charges If the actual charges exceed the amount of the initial estimated Authorization and any subsequent estimated Authorizations then you must secure a positive Authorization for the additional amount NOTE Subsequent Authorizations should only be for the additional amount of total charges and not include amounts already authorized The estimated amount of any preAuthorization for lodging aocomrrodations must be based on 1 the intended length of stay ii the room rate iii applicable taxes and service charges and iv other miscellaneous charges as dictated by experience If an Authorization request is declined no charges occurring after that date will be accepted for that

entertainment services e g car rentals hotels motels etc or a restaurant business and engage in the practice of pre Authorization you must comply with the following

general procedures car rental merchant may obtain an or Discover Authorization MasterCard estimated Visa at the time of checkin Restaurants must not add an estimated tip amount to the Authorization request beyond the value of the goods provided or services rendered plus any applicable tax

A hotel motel or

19

Cardholder You do not need to obtain a final Authorization if the total sum of charges the final amount does not exceed 120 of the previously authorized charges You must record the dates authorized amounts and their respective Authorization Approval Codes on the Sales Draft s 7 Discover Procedure for Request for Cancellation 3 of Authorization If a Discover Card sale is canceled or the mount of the transaction changes followwing your receipt of Authorization for the sale you must cal your Authorization Center directly and request a cancellation of the authorization An Authorization may be cancelled at any time within fifteen 15 days of your receipt of the Authorization but must be cancelled before the sales data relating to the transaction is submitted to us after which the Authorization cannot be changed For an Authorization cancellation you must provide us with the following information in this order The Discover Merchant Number used in the

Authorization The Card number The

original

amount

the

Authorization

being

of the total transaction if any Authorization Approval Code for the

new amount

The original Authorization being canceled The expiration date of the Cana and A brief reason for the Authorization cancellation 8 Partial Autiroriz tlon and Authorization Reversal 5 Partial Authorization provides an alternative to a declined transaction

by

permitting

Your Business You may present for payment only valid charges that arise from a transaction between a bona fide

Cardholder and your establishment If you deposit or attempt to deposit transactions that arise from sales between Cardholders and a different business than the

one approved by us in our Agreement with you then the transaction may be charged back we may suspend or debit funds associated with all such transactions and we may immediately terminate your account and the Agreement 1 Factoring Factoring is considered merchant 6 fraud and strictly prohibited Factoring is the submission of Authorization requests and or Sales Drafts by a merchant for Card transactions transacted by another business If you submit Sales Drafts on behalf of another person you will suffer any losses associated with the disputes of any such Sales Draft or transaction Also if any fraud is involved you and could face criminal prosecution 2 6 Timellness In order to qualify for the lowest interchange Discount Rate all Sales and Credit Drafts

of

cancelled The

1 Submission of Sales for Merchants Other Than 6

an

Issuer

to

return

an

Authorization approval for a partial amount an amount equal to or less than the transaction amount requested by the merchant when the available card balance is not sufficient to approve the transaction in full The Cardholder is able to use up the remaining funds on the Card and select another form of payment i e another payment card cash check for the remaining balance of the transaction For Discover Credit Card or Debit Card transactions partial Authorization support is optional for Card Not Present Transactions For MasterCard partial authorization is optional for batch authorised electronic commerce transactions mail order and telephone order transactions and recurring transactions If you support partial Authorizations a partial Authorization indicator must be included in each Authorization request An Authorization reversal must be submitted if the Authorization is no longer needed a partial amount of the total authorized is submitted for the settled transaction or the Cardholder elects not to complete the purchase The transaction sent for settlement must be no more than the amount approved in the partial Authorization response In the event that you wish to support the partial Authorization functionality you must contact Processor for additional rules and requirements 6 Submission Deposit of Sales Drafts and Credit Drafts

20

must be property completed and submitted daily If you have not received payment for submitted Sales Drafts after one 1 week from your normal payment date contact Customer Service late Submission of Sales or

Credit Drafts may result in increased interchange rates or fees or in a Chargeback to you 3 Reserved 6 4 6

Electronic Merchants Daily Satching Media Submission Batches must be Requirements transmitted to us by the time required by applicable Card s in order to be processed on the date of Organization

transmission Additionally if you deposit via magnetic tape electronic transmissions or Electronic Data Capture terminal and have contracted to send the actual Sales

Drafts and Credit Drafts to us for imaging and retrieval the Media must be batched daily by register terminal following the procedures below Failure to do so may result in a processing fee and or a Chargebacc due to our inability to retrieve the Media as requested by the Issuer A registerfterminal Balch header form must be filled out for each Batch of Media

The Batch header must be knprinted with your Merchant Identification Card and all areas completed property i e Batch number date amount number of items etc The Batch deposk total must match to the recondled amount displayed on the terminal setHed upon dosing the Batch Any discrepancles between the actual Media and electronic display must be reconciled and corrected before storing the Media for merchants who contract

to hold their Media or before sending us the copies of the deposit Otherwise transactions may appear to be a new Submission and may be manually keyed causing duplicate billing to Cardholders and resulting in Chargebacks or we may not be able to retrieve an

requested by the Issuer It is your responsibility to ensure that the actual Media is batched correctly and depending on the terms of your Agreement either stored at your location or sent to Processor In some uses the actual Media is item when

daily to your head office and forwarded to Processor for imaging You must confirm that your equipment has transmitted its Batches to us at least once daily Even if your equipment is designed or programmed to close and submit Batches without your Intervention it is ultimately your responsibility to confirm that the Batches have been transmitted to us for processing 7 Settlement Except as otherwise set forth in this Agreement your funds for MasterCardMsa Discover and American Express transactions will be processed and transferred to your financial institution as stated in the Master Contract If you have been classified by Discover as having a Discover Direct Strategic Relationship with Discover we will not acquire your Discover transactions and they will

must be clearly written Stray marks on the Credit Draft will render it unscannable illegible Do not circle or underline any information on the Credit Draft

Imprint the Credit Draft with the same Card used by the Cardholder to make the original purchase when applicable You should not credit an account that

differs from the account used for the original transaction

Never give cash or check Credit refunds for Card sales

Have the Cardholder sign the Credit Draft give the Cardholder the appropriate copy and deposit the Credit Draft immediately Failure to process a Credit within five 5 calendar days may result in a Chargeback Authorization is not required for Credits You cannot intentionally submit a sale and an offsetting Credit at a later data solely for the purpose of debiting and crediting your own or a customer s

be subject to your agreement with Discover You understand that for American Express transactions Authorizations are obtained from and settlements are funded by American Express American Express will provide you with its own agreement that governs those transactions which may include the American Express Card Acceptance Agreement contained in the Bankcard Addendum if you elect the American Express OnePoint program and are approved for it by American Express You acknowledge and agree that if we have not agreed to or do not acquire transactions for any Card type i we have no liability or responsibility whatsoever for the settlement of or disputes regarding those transactions and 1 you will pursue directly with the related Card Organization all claims and disputes regarding those transactions You agree to pay us for per item processing Authorization and other fees in the Bankcard Addendum for any non acquired transaction services you

account

You are responsible for paying all refunds submitted to us on your Merchant Account We assume no responsibility for verifying any Credits or refunds Do not process a Credit transaction once a Chargeback is received Credits issued after a Chargeback has been received may not be

recoverable and you will be financially responsible for the Credit as well as the Chargeback YOU ARE RESPONSIBLE TO SECURE YOUR TERMINAL AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING CREDITS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS

Credit

You must promptly complete and submit a Credit Draft for the total amount of the Credit which must include the following Information The account number and expiration date

The Cardholder s name Your name

city

stale and Merchant Account

services The transaction date of the Credit The total amount of the Credit and

description of the goods

2 Exchanges 8 No additional paperwork is necessary for an even exchange Just follow your standard company policy For an uneven exchange complete a Credit Draft follow the procedures outlined in Section 8 1 for the total amount of only the merchandise returned The s account will be credited for that amount Cardholder

Then complete a new Sales Draft for the total amount of any new merchandise purchased

Numb A

original transaction including tax handling charges etc You must identify the shipping and handling charges incurred The refund amount may not be for more than the original Card sale amount

All dollar amounts and other handwritten information

sent

receive from us 8 Refunds Exchanges 1 Refunds 8

Full refunds must be for the exact dollar amount of the

or

8 Retention of Records For Retrievals and

For Discover transactions the approved currency used and the signature of your authorized

representative or employee You cannot process a Credit transaction that does not correspond to a previous sale purchase transaction on the original Sales Draft

21

Chargebacks 1 Legible Copies 8 For Visa and MasterCard You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for a period of eighteen 18 months from the date of each transaction and a period of

five 5 years for the retention of healthcare Sales Drafts and Credit Drafts The Sales Drafts you retain must 1 comply with all requirements set forth in Section 3 For Discover You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for the longer of 1 365 days or ii the resolution or threatened disputes claims of any pending disagreements or litigation involving the Card transaction You must also keep images or other copies of Sales Drafts for no less than three 3 years from the date of the Discover transaction For American Express You must submit the Credit to American Express directly for payment You must securely retain legible copies of all Sales Drafts and Credit Drafts or any other transaction records for twenty four 24 months from the date you submitted the corresponding Credit You must also provide a copy of the Credit Draft to the Cardmember or as required by applicable law truncate the Card Number and do not s expiration date on copies of Credit print the Card

Drafts delivered to the Cardmember Sales and Credit Drafts You must provide all Sales Drafts and Credit Drafts or other transaction records requested by us within the shortest time limits established by Card Organization Rules You are responsible for any deficiencies in Card transaction data transmitted or otherwise delivered to us 10 Chargebacks Retrievals and Other Debits 2 9

10 Chargebacks 1 1 10 Gerwrally

Write the case number from the request for transaction documentation on each copypage If applicable make copies of a hotel folio car rental agreement mail intemet order form phone or other form of receipt If a Credit transaction has been processed a copy of the Credit Draft Is also required Letters are not acceptable substihrtes for Sales Drafts a

Fax or mail legible copies of the Sales Drafts and Credit Drafts if applicable to the fax number or mail address provided on the request form

a

If you fax your response please set your fax machine to print your fax number and name on the documents that you send We can use this information to help determine where the documentation received originated from should additional research be required Additionally please set the scan resolution on

your fax machine to the highest setting The higher resolution setting improves the clarity of characters and graphics on the documentation transmitted and helps reduce the number of illegible fulf lmerrts and or Chargebacks If we do not receive a dear legible and complete copy of the transaction documentation within the timeframe specified on the request you may be subject to a Chargeback for non receipt for which there is no recourse

Both the Cardholder and the Issuer have the right to question or dispute a transaction if such questions or disputes are not resolved a Chargeback may occur As a resat we wil debit your Settlement Account or settlement funds for

A handling fee may be charged by the Issuer and will be debited from your Settlement Account or

the amount of each Chargeback it is strongly reoommended that whenever possible you contact the Cardholder directly to resolve a disputed transaction or Chargebadc unless the dispute involves a Discover Cardholder in which case Discover rules and regulations expressly prohibit you from contacting the Disoover Cardhoker regarding the dispute You

record Merchant name or an incorrect city state foreign country and or transaction date 3 Chargeback Process Regardless of whether 1 10 you respond to a transaction documentation request a Chargeback may be debited to your Settlement Account for numerous reasons see below If the Issuer submits a Chargeback we will send you a Chargebedc notification which may also include a request for transaction

are

responsible

for all

Chargebacim

our

Chargeback

fees and related costs arising from your transactions Transaction Documentation Requests In before a Chargeback is initiated the Issuer will request a copy of the Sales Draft via a request for transaction documentation We will forward the request to you You must mepond to the request within the tine frame and manner set forth in the request We will then forward your response to the Issuer If you fail to timely respond we will so notify the Issuer and a Chargeback may result Upon receipt of a documentation transaction request immediately retrieve the requested Sales Draft s using the

settlement funds if a

transaction

documertallon

request results from a difference in the following information on the Sales Draft and the transmitted

documentation

12 10

Due to the short time requirements Imposed by

some cases

Visa MasterCard and Discover and American

following guidelines Make a legible copy centered on 8 12 x paper only one 1 Sales Draft per page

114nch

22

Express It Is extremely important that you mapond to a Chargeback notification and transaction documentation request within the time finure set forth In the notification Do not

process a Credit transaction once a Chargeback is received the Issuer will credit the Cardholders

account Credits issued after a Chargeback has been received may not be recoverable and you may be

financially responsible for the Credit as well as the Chargebadc If the information you provide is both timely and in our sole discretion sufficient to warrant a representinent of the transaction and or reversal of the Chargeback we will do so on your behalf

However

are and reversal is or the Issuer andor upon transaction under the

represent meet

ultimately

error In order for your request to be considered you must have responded to the original inquiry within the specified timeframe request the Chargeback reversal no later than twenty 20 days after the date of the Chargebadc and provide all supporting documentation to substantiate the error If a Chargeback is applied the Chargeback reversal can only be requested If you prove that you already issued a Credit to the Cardmember for the amount of the disputed charge NOTE Discover and American Express do not offer good faith collection for Acquirers Visa and MasterCard Card Organization Rules require that a merchant make a good faith attempt and be willing and able to resolve any disputes directly with the Cardholder Discover Card Organization Rules and Regulations however prohibit you and or us from contacting the Cardhokder direly regarding s or any other matter except as required for dispute acceptance of Discover transactions and require you or us to submit any responses to dispute notices and directly to Discover Due to Card Organization Rules you may not re bill a Cardholder after a Chargebadc

contingent Cardholder accepting Card guidelines Organization applicable Representment or reversal is not a guarantee that the Charge back has been resolved in your favor For Visa Charosbadcs If we reverse the Chargebadc and represent the transaction to the Issuer the Issuer at Its sole discretion may elect to submit the matter for arbitration before Visa Visa currently charges a 250 filing fee and a 250 review fee You will be responsible for all such fees and charges

whether or not a decision is made in your favor any other applicable fees and charges imposed by Visa as they may change from time to time Such fees and charges will be debited from your Settlement Account or settlement funds in addition to the Chargeback If we reverse the For MoaWrCard Charges Chargebadc and represent the transaction to the Issuer the Issuer at its sole discretion may elect to resubmit the Chargebeck In such event at the discretion of Processor we will debit your Settlement Account or settlement funds for the Chargebadc However if you feel strongly that it is an invalid ChargebacK we may on your behalf and at your request submit the matter for arbitration before

is received for that transaction even with Cardholder authorization

We strongly recommend that you include a detailed rebuttal letter along with all pertinent documents when responding to a transaction request or a Chargebadc notification e g rental agreement imprinted portion of the Invoice or Sales Drag the portion signed by the

currently charges a 250 250 review fee You will be

MasterCard MasterCard

filing fee and responsible for

a

of such fees and charges whether or decision is made in your favor any other charges imposed by MasterCard as they may change from time to time Such fees and charges will be not

a

debited from your Settlement Account

or

Cardholder and the area where the Authorization Approval Codes with amounts and dates are located

settlement

funds in addition to the Chargeback For Discover Charaebadcs If Discover rejects our representment request and you feel strongly that the Chargebadc is invalid we may at the discretion of Processor and on your behalf and at your request submit the matter for dispute arbitration before Discover Discover charges fees for represenbment requests and an arbitration fee as published in their fee schedule If the Chargeback is not disputed within the applicable time limits sot Borth by Visa MasterCard and Discover Card Organization Rules reversal rights are forfeited Our only alternative for Visa and MasterCard run fraud Chargeback reason codes is to attempt a good faith collection from the Issuer on your behalf This process can We up to six 6 months and must most the Issuer s criteria e g at or above a set dollar collection attempts are not a faith Good amount funds will be collected on your that any guarantee behalf Issuers normally charge good faith collection fees which are deducted from the transaction amount if accepted in addition to any processing fees that are

charged by

us

For American Exoress Chamebadcs You may request Chargeback reversal if the Chargebadc was applied in

Due to the short time frames and the supporting necessary to successfully and permanently reverse a Chargeback in your favor we strongly recommend the following Avoid Chargebacks by adhering to the guidelines and procedures outlined in these Operating documentation

a

Procedures

If you do receive a ChargebacK investigate and if dispute the Chargebedc submit the appropriate documentation within the required

you

time frame Whenever

passible contact the Cardholder directly to resolve the x d te unless the dispute relatJes to a Discover Cardholder in which case direct

with

the

Discover

Cardholder

regarding the dispute is prohibited by Discover Card Organization Rules If you have any questions call Customer Service 4 Chargeback Reasons The following section 1 10 outlines the most common types of Chargebacks This list is not exhaustive For as of understanding we have combined lice Chargebacks Into six

groupings We have included recommendations on how to reduce the risk of Chargebacim within each p These are recommendations only and do not gi guarantee

23

contact

that

you

will

be

able

to

prevent

Chargebadks 1

occur

Authorization

1

Issues

Proper

Authorization procedures were not followed and valid Authorization was not obtained The following scenarios could cause an Authorization Rglated Charmimck to occur Authoriation not obtained Authorization was declined Transaction prooessed with an expired card and Authorization was not obtained Transaction was processed with an invalid account number and Authorization was not obtained Card Recovery Bulletin CRB or Exception File was not checked transactions below floor limit reduce risk of receiving an To your Authorization Related Chanaeback Pre notify the Cardholder of billings within 10 days

by

the cardholder

a

declined

request

response is received then another form of payment from the

Cardholder Referral response is received then follow proper voice procedures to obtain a valid If

a

AuthorWdlon and obtain an imprint of the card Pickup response indicts that the Issuer is requesting for the card to be retained and returned bads to them The Card should not

be

for

to

be

billed

for

cancelled recurring transaction Credit transaction was not processed To reduce your Nsk of recelvina a Cancellation and Raturn Related Charasback Issue Credit to the Cardholder on the same as the purchase in a timely manner not issue Credit to the Cardholder Do in the form of cash check or in

account

storelmerchandise Credit as we may not be able to recoup your funds in the event the transaction is charged back

Ensure customers are fully aware of the conditions for recurring transactions Cancel recurring bungs as soon as notification is received

from

the

Cardholder

or

as

a

manner

Obtain valid Authorization on the day of the transaction Card Present Transactions Authorization must be obtained on the transaction date for the amount settled Card Not Present Transactions AuthodmWn must be obtained on the transaction date for the amount settled However if merchandise is being shipped Authorization must be obtained within seven 7 calendar days of the Lion ship date transaction If

merchandise Cardholder continued

Chargebwk and issue the appropriate Credit as needed to the Cardholder in a timely

Express customers have the option to receive written notification of the recurring transaction at least 10 days prior to submitting or any time the charge amount exceeds a maximum amount that has

American

been set

Cardholder received damaged or detective

payment Additional

Prenotify the Cardholder of billings within ten 10 days Domestic and fifteen 15 International prior to bilfing allowing the Cardholder time to cancel the transaction

Provide proper disclosure of your refund policy for returned cancelled merchandise or services to the Cardholder at the time of transaction

Card preseK Cardholder signed the Sales Draft containing disclosure If the words applicable

NO

EXCHANGE NO REFUND n etc must

be Orly printed in 1 4 lettering on the Sales Draft near or above the Cardholder

signature Ecommerce website

on

provide same

disclosure on a as check out

requiring Cardholder to dick to accept prior to completion Card Not Present provide cancellation policy at the time of the transaction Provide

cancellation

numbers

to

s when lodging services are Cardholder cancelled

Ensure delivery of the merchandise or

you can choose to retain the Credit Card and return it to the Acquirer

services ordered to the Cardholder Fraud Transactions that the Cardholder claims are 3

not exceed should any for thresholds spedfhcc terminal predetermined Card as by each types specified

use or is fictitious or the merchant was identified as high risk

80

Merchants

Organization Rotuma Credit was not processed property or the Cardholder has cancelled or returned items and The followim scenarios could cause a Cancellation and Return Related Chanoback to

Cancellations 2

and

24

unauthorized the account number is no longer in The f oilowing scenarios could cause a Fraud Related Channebacc to occur

Multiple transactions were completed with a s single card without the Cardholder mission Counterfeit card was utilized and proper

acceptance procedures were not followed Authorization was obtained however full track data was not transmitted Cardholder states that they did not authorize or participate in the transaction NOTE Visa Fraud

Chargebacks representment rights do

Verified by Visa Program MasterCard SecureCode Address Verification Services

CW2 CVC2 and CID Verification

NOTE While transactions utilizing these

Chargeback

tools may still be disputed the service may assist you with your decision to accept the Card for the transaction Ensure you ship to the AVS confirmed address bill to and ship to should match

not exist if you retrieval request and or to a Sales Draft that contains all data elements To preserve

failed to fulfill

a

provide required Chargeback representment rights respond to all retrieval requests with a clear legible

Obtain Auft rization for all moons

Ensure merchant descriptor matches the

copy of the Sales Draft that contains all required dater elements within the required timeframe that is specified by the retrieval

correctly on the Cardholder statement

request

address

name of the business and Is displayed Ensure descriptor includes correct business and

a

valid

customer

service

number

To reduce your rick of receiving a Fraud

Cadholder 4

Disputes Merchandise or services not received by the Cardholder Merchandise

Relabel Chargeback Card Present Transactions Obtain an Authorization for all transactions

defective or not as described

The

foilo Tina scenadoe could cause Cardholder DbDute Charneback to occur

utilizing an electronic device to capture Card information swipe all Card electronic transactions your through Authorization device to capture Cardholder infomnation and ensure the displayed If you

are

a

Services were not provider or merchandise was not received by the Cardholder The Cardholder was charged prior to merchandise being shipped or merchandise was not received by agreed upon delivery

Cardholder number matches the number on the Card If you are unable to swipe the Card or if a Referral response is received imprint the Card using a valid Imprinting device that will capture the embossed Card and merchant information Do not alter the imprint on the draft in any way Manually entering the inforration into the terminal does not protect you from this type of Chargeback All pertinent information relating to the

date or location

Cadhokler received merchandise that was

defective damaged or unsuited for the purpose

sold

or

did

not

match

the

on the transaction description documentationMerbal description presented at the time of purchase Cardholder paid with an alternate means and

their Cad was also billed for the same transaction

transaction must be written on the manually imprinted draft transaction date dollar amount Authorization Approval Code and merchandise description along with the Cardholder signature Do not imprint on the back of a NOTE Draft The imprint must be on Sales signed the transaction document that contains all transaction elenerrts to prove the Cad was present at the time of the transaction Obtain the Cardholder signature for all transactions ensure the signature on the Sales Draft matches the signature on the back of the Card Process all transactions one time and do not Bath out transactions multiple times Educate staff on procedures to eliminate point of sale POS fraud Card Not Present Transactions Fraud recommended in Participation Prevention Tools

Cardholder cancelled service merchandise and their Cad was billed

or

Cardholder billed for a transaction that was

not part of the original transaction document To reduce your risk of recelvirm a Cardholder

pisDUto Raiabd Chargeback Pie

Services

or

Merchandise

as

agreed upon and described to the Cardholder clearty indicate the expected delivery date on the sales receipt or invoice Contact the Cadholder in writing if the merchandise or service cannot be provided or is delayed and offer the Cardholder the option to cancel if your internal policies slow In the event that the Cardholder received defective merchandise or the merchandise

received was not as described resolve the issue with the cardholder at first contact

if the merchandise is being picked up by the have them sign for the merchandise after inspection that it was

Cardholder

25

I

received in good condition Do not charge the Cardholder until merchandise has been shipped

make

form

of payment per transaction and ensure the Cardholder is only billed once per transaction Do not bill Cardholder for loss theft or unless authorized damages by the Cardholder Error was made when 5 Processing Errors transaction was processed or it was billed incorrectly following The scenarios could a cause Processing Error Charoeback to occur Transaction was not deposited within the Cab Organization specified time frame Cardholder was issued a Credit Draft was

the

Cardholder has been contacted and agrees

manner

however the transaction

unless

to any modifications of the transaction

Cardholder If unable to provide services or merchandise issue a Credit to Cardholder in a timely one

adjustments

ship

according to the agreed upon terms and obtain signed Proof of Delivery from the

Accept only

any

the

processed

as

sale Transaction was to be processed in a currency other than the currency used to settle the transaction The account number or transaction amount utilized in the transaction was incorrectly a

entered A single transaction was processed more than once to the Cardholder s account

Cardholder initially presented Card as payment for the transaction however Cardholder decided to use an alternate form of payment Limited amount or self service terminal transaction was processed for an amount which is over the pre delarrnined limit To reduce your risk of receiving a Procossina Error Related Charoeback Process all transactions within the Card Organization specified timeframes

Ensure

all transactions are processed accurately and only one time NOTE In the event that a transaction was processed more than once immediately issue or contest us to issue voids transaction reversals or Credits Ensure that credit transaction receipts are processed as Credits and sale transaction receipts are processed as sales Ensure all transactions received a valid Authorization Approval Code prior to processing the transaction and obtain a legible magnetic swipe or Imprinted Sales Draft that is signed Do not alter transaction documentation or

26

amount

Ensure limited amount self service and autornated fuel dispenser terminals are set properly to conform to the predetermined limits

S N on Receipt of Inflormation Failure to respond to a Retrieval Request or Cardholder Does Not Recognize The folkwrina scenarios could cause Non Receipt of k6unation Charoebaak to occur The transaction documentation was not

provided to fulfill the retrieval request The retrieval request was fulfilled with an illegible Sales Draft or was an Invalid fuRiAment incorrect Sales Draft or the Sales Draft did not contain required information which may include signature

The Cardholder does not recognize or is unfamiliar with the transaction due to the

merchant name and or location not matching the

name

or and

location

where

the

transaction took place To reduce your risk of recelvina a Non Receipt of lnfomm dlon Related Charasback

Provide a clear and legible copy of the Sales Draft that contains all required data elements within the required time frame that is specified on the retrieval request Ensure that the most recognizable merchant name location and or customer service phone number is provided on all transactions

Retain of all transaction copies documentation for the required time frame that is specified by each Card Organization Develop efficient melhods to retrieve transaction

documentation

to

maximize

ability to fulfill requests 2 Other Debits Except where invoicing is required 10 under the Masher Agreement we may also debit your Settlement Account or your settlement funds in the event we are required to pay Card Organization fees charges fines penalties or other assessments as a consequence of your sales activities Such debits shall not be subject to any limitations of time specified elsewhere in the

Agreement including without limitation the following which we may add to or delete from this list as changes occur in the Card Organization Rules

Card Organization fees charges fines penalties registration fees or other assessments including any fees levied against us or any amount for which you are obligated to pay us under the Master Contract

Curtency conversion was incorrectly calculated NOTE For Discover transactions you are

not

permitted to convert from your local approved currency into another

important that the Items listed in this seen be faxed

Discover

or sent to the address listed on the notification

nor may you quote the price of a U Dollars If completed In transaction In S

If the Summary Adjustment is for an unreadable or incorrect Cardholder account number resubmit the corrected Sales Draft with your next deposit Also if the

currency

another approved currency Discount Rate not previously charged Reversal of deposit posted to your account in

transaction is over thirty 30 calendar days old you must reauthorize and obtain a valid Authorization Approval

error

Code

Debit for

Summary Adjustment

not

A dear and legible copy of the Sales Draft containing the

previously

following should be obtained from your fifes

posted Reversal of Credit for deposit previously posted Debit for Chargebadc never posted to your account Debit for EDC Batch error fee

Data of sale Credit s Cardholder

account

number

name

and

signature

Total amount of the sale and description of

handling fees

goods and services and Date and Authorization Approval Code Include a dated cover letter detailing the reasons for

Failure of transaction to meet Member Controller Authorization Service MCAS Cardholder

requesting a review of the debit or Summary Adjustment and documentation to support your dispute You should

account number

retain

Card

Organization Merchant Chargebaddhaud excessive Chargebadc monitoring fees

Original provided

on

exception file

transaction

currency

foreign

the

correspondence

and

all

If you have any questions please call the Customer Service number provided on the Banlcc ard Addendum If a Customer Service Representative informs you that additional documentation is required in order to fully review the item please immediately submit your rebuttal and transaction documentation to the fax number or

or city desaiptor name and

address listed on the debit notification 11 Account Maintenance

Incorrect transaction date submitted Shipping and handling fees Costs or expenses associated with

1 Change of Settlement Account Number If you 11 change the Settlement Account in which you receive the proceeds of your transactions you must call Customer Service or your Relationship Manager immediately If you

responding subpoena gamishment levy or other

legal process associated with your account Electronic Summary Deposiq Adjustments Rejects Occasionally it is necessary to adjust the dollar amount of your summaries Submissions deposits and

accept payment types other than Visa MasterCard and

3 10

credit or debit your Settlement Account or settlement funds acowdingly The following is a list of the most for reasons frequent Summary Deposit

Electronic Rejects Adjustments Your summary reflected an arithmetic error Submitted sales not included in your Agreement g American Express e The dollar amount is unreadable illegible is account number The s Cardholder

unreadoble fiegible Duplicate Sales Draft submitted Card number is incorrect incomplete Summary indicated credits but no credits

of

letter

state submitted

to any

copy

prior correspondence be sure to include the control number we previously used Immediately fax or mail the Sales Draft or Credit Draft to the fax number or address provided on your notification

Travel Voucher exceeds maximum value or or fee for investigation and Debit and Chargebadc costs related to this Agreement or for costs related to our collection activities in an amount no We than 100 00 Costs arising from replacement or damage to equipment rented Payment of current or past due amounts for any equipment purchase rental or lease Incorrect merchant

a

documentation for your files If the inquiry is related to

not

were

submitted 4 10 Disputing Other Debits and Summary Adjustments In order to quickly resolve disputed debits and Summary Adjustments it is extremely

Discover such as the American Express Card and TeleChedc Services you are also responsible for contacting the Card Organizations or companies governing those Cards to notify them of this change 2 Change In Your Legal Name or Structure You 11 must call Customer Service or your Relationship Manager and request a new Agreement Due to 1019K reporting requirements you must always report to us as soon as possible any change in your legal name and or Tax Identification Number TIN information Failure to notify us In a timely manner of any change of this information may result in backup withholding of your settlement funds or resulting issues with 1099 K reporting for which we will not be liable or responsible please refer to the Bankcard Addendum for further Information 3 Change in Company DBA Name Address or 11 Telephone Facsimile Number To change your company or location DBA name address or e mail

27

address

or

telephona

facsimile number you must send

the request in writing to the address on your statement 11A Other Change in Merchant Profile You must immediately notify us of any change to the infom don on

in your merchant profile including i any new types of business ii change in ownership 111 the opening easing or liquidation of business or any location iv change in Cana processing method i e paper Sales Drafts to POS Terminal v voluntary or

file with lines

us

or

involuntary party to a bankruptcy case vi entry into a loan or other agreement with a Person that seeks to affect or v this Agreement and Q change from a business that exclusively conducts Card present retail sales to one that accepts Card sales by mail telephone or Internet

exceed the guidelines engage in practices that could

circumvent such monitoring programs or submit suspicious transactions as identified by a Card Organization or any related program or reports you may be subject to 1 operating procedure requirement modifications it Chargebacks and or increased fees iii settlement delay or withholding IV termination of your Agreement or v audit and imposition of fines 13 Supplies Placing Orders To order additional supplies call Customer Service when you have two months inventory left We will ship you an adequate amount of supplies The

We retain the right to terminate this if Agreement you fall to notify us of any change to the information in your merchant profile 5 Charges for Changes to Account Maintenance 11

amount of supplies based on usage on hand should

You may be charged for any changes referenced in this Section or any other changes requested by you or otherwise necessary related to account maintenance

Addendum If supplies are sent via an express

transactions

12 Card

not exceed a three to sixmonth supply In an EMERGENCY please contact Customer Service using the number provided in the Bankcani

delivery service the delivery charges will be billed to your merchant account You are responsible for unauthorized use of Credh and summary Media We recommend sales that you store all supplies in a safe location

Organization Monitoring

Visa MasterCard Discover and American Express have established guidelines merchant monitoring programs and reports to track merchant activity such as but not limited to excessive Credits Chargebacks reported

You may be charged for supplies and applicable shipping and handling charges

fraud and increased deposit activity In the event you

28

14 Glossary

29

As used in this Agreement the foitowMg terms mean as follows Acquirer Bank in the case of Visa MasterCard and certain debit transactions or Processor in the case of Discover transactions that acquire Card sale transactions from merchants such as yourself Address Verification A service provided through which the merchant verifies the Cardholder s address in whole or in part Primarily used by MaWrelephonellntemet order merchants Address verification is intended to deter fraudulent transactions However it is not a guarantee that a transaction is valid Affiliate A Person that directly or indirectly i owns or controls a party to this Agreement or ii is under common ownership or control with a party to this agreement Agreement Means the Master Services Agreement the Merchant Services Bankcard Addendum and its supplements and this Operating Guide as all of which may be amended from time to time Anticipated Interchange Levels See Non Qualified Interchange Fee Authorization Approval by or on behalf of the Issuer to validate a transaction or in the case of EBT Cab transactions the issuing state or related EBT service provider to validate an EBT Card transaction An Author ation indicates only the availability of the Cardholder s Credit Limit or funds at the time the Authorization is requested

Authorization Approval Code A number issued to a participating merchant by the Authorization Center or third party authorization service which confirms the Authorization for a sale or service Authorization Center A department that electronically communicates a merchant s request for Authorization on Credit Cana transactions to the Cardholder s bank and transmits such Authorization to the merchant via electronic

equipment or by voice Authorization Bank Bank of America NA or its successors or assigns Bankruptcy Code Title 11 of the United States Code as amended from time to time

Bauch A single Submission to us of a group of transactions sates and Creddts for settlement A Balch usually represents a day s worth of transactions Card See either Credit Card or Debit Card

Cardholder Means the individual or entity whose name is embossed on a Card and any authorized user of such Card

Card Not Present SaWrransactlon A transaction that occurs when the Card is not present at the point ofsale Including Internet mailorder and telephone order Card sales

Card Organization Any entity formed to administer and promote Cards including without limitation Visa MasterCard Discover and any applicable EBT and or PIN Debit networks

Card Organization Rules The rules regulations releases interpretations and other requirements whether contractual or otherwise imposed or adopted by any Card Organization and related authorities including without limitation those of the PCI Security Standards Council LLC and the National Automated Clearing House Association including with rasped to EBTs the Quest Operating Rules

Card Validation Codes A thre digit value printed in the signature panel of most Cards and a fourdigit value printed

on the front of an American Express Card Visa s Card Vabdation Code is known as CV1l2 MasterCard s Card

Validation Code is known as CVC2 Discover s Cana Validation Code is known as a CID Card Validation Codes are

used to deter fraudulent use of an account number in a non faceto face environment e g mail orders telephone

orders and Internet orders

Card Verification Value CW Card Validation Code CVC A unique value encoded on the Magnetic Stripe of a Card used to validate Card information during the Authorization process

Cash Benefits An EBT account maintained by an Issuer that represents pre funded or dayofdraw benefits or both administered by one or more government entities and for which the Issuer has agreed to provide access under the EBT program Multiple benefits may be combined in a single cash benefit account Cash Over Transaction Dispensing of cash by a merchant in connection with a Card sale other than a PIN Debit Card transaction for the purchase of goods or services

Chargeback A Card transaction or disputed portion that is returned to us by the Issuer Client is responsible for payment to us for all Chargebacks Client The party identified Merchant refer to Client

as Client on the Bankcard Addendum The words Subscriber you your and

Credit A refund or price adjustment given for a previous purchase transaction including without limitation for the return of merchandise by a Cardholder to you

Credit Card A valid device bearing the Marks of Visa MasterCard Discover or American Express and authorizing

the Cardholder to buy goods or services on credit and to the extent the Bankcard Addendum or Schedules so

provide a valid device authorizing the Cardholder to buy goods or services on credit and issued by any other Card

Organization specified thereon

30

Credit Draft A document evidencing a Credit by you to the Cardholder whether electronic paper or some other form all of which must conform to Card Organization Rules and applicable law Credit Limit The credit line set by the Issuer for the Cardholder s Credit Card account Customer Activabd Terminal CAT A magnetic stripe terminal or chip4eadimg device such as an automatic dispensing machine Limited Amount Terminal or Self Service Terminal that is not an ATM Debit Card See either PIN Debit Card or Non PIN Debit Card

DiaWp Terminal An Authorization device which like a telephone dials an Authorization Center for validation of transactions

Discount Rate A percentage rate and or amount charged a merchant for processing its Credit Card and NonPIN Debit Card sale and Credit transactions as set forth in the Bankcard Addendum Transactions that fail to meet

applicable interchange requirements will be charged additional amounts as set forth in the Bankcard Addendum Discover DFS Services LLC or its successors or assigns EBT Card See Section 29 of the Bankcard Addendum

EBT Rules See Section 29 1 of the Bankcard Addendum

Electronic Benefit Transfer EBT An Electronic Benefits Transfer system used to deliver certain government delivered benefits including without limitation Cash Benefits and FNS SNAP and WIC Benefits to EBT customers Electronic Draft Capture EDC A process which allows a merchants DiaWp Terminal to receive Authorization and capture transactions and to electronically transmit them to the Processor This eliminates the need to submit paper for processing Factoring The submission of Authorization requests and or Sales Drafts by a merchant for Card sales or cash advances transacted by another business General Terms Section of the Bankcard Addendum including any amendments or modifications Gross When referred to in connection with transaction amounts or fees refers to the total amount of Card sales without setoff for any refunds or Credits

Imprinter A manual or electric machine used to physically imprint the merchants name and ID number as well as the s name and Card number on Sales Drafts Cardholder

Issuer The financial institution or Card Organization which has issued a Card to an individual or entity Limited Amount Terminal A Customer Activated Terminal that has data capture only capability and accepts payment for items such as parking garage fees road tolls motion picture theater entrance or magnetic stripe telephones

Magnetic Stripe A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card The Magnetic Stripe contains essential Cardholder and account information Marks Names logos emblems brands service marks trademarks trade names tag lines or other proprietary designations MasterCard MasterCard International Incorporated or its successors or assigns Media The documentation of monetary transactions i e Sales Drags Credit Drafts computer printouts etc Merchant Account Number Merchant Account Merchant Number A number that numerically identifies each merchant location outlet or line of business to the Processor for accounting and billing purposes Merchant Numbers appear on Merchant Account statements and other documentation from us A different number which varies based on the Card Organization Card type used for a transaction may appear on the Sales Draft or Credit Draft for a

location outlet or line of business referred to as an entitlement number We use the entitlement numbers internally and with the related Card Organizations to cross reference each Merchant Number The appearance of an entitlement number for the related location outlet or line of business on a Sales Draft or Credit Draft satisfies the

requirement under Section 3 1 that the Merchant Account Number appear on those documents

Merchant Identification Card A plastic embossed card supplied to each merchant to be used for imprinting information to be submitted with each Batch of paper Sales Drafts Embossed data includes Merchant Account Number name and sometimes merchant ID code and terminal number

Merchant Provider Any Person engaged by you to provide services to you involving or relating to i access to Cardholder data transaction data or information related to either Cardholder data or transaction data or id PIN encryption including without limitation Encryption Service Organizations ESOs Merchant Provider also includes any franchisor or other Person that provides or controls a centralized or hosted network environment irrespective of whether Cardholder data is being stored transmitted or processed through it Bank Services Products and Non or Services for which Bank is not responsible or a party to this Agreement including American Express and Electronic Benefits Transfer Transactions TeleCheck Check Services Gift Card

Services and Transactions Involving Cards from other NonBank Card Organizations such as Discover Voyager Fleet Systems Inc Wright Express Corporation and Wright Express Financial Services Corporation Leasing 31

TransArmor Fraud Services Wireless Global Gateway e4 and other items as may be indicated in the Bankcard Addendum

NonPIN Debit Card A device with Visa MasterCard or Discover or other Cana Organization Marks that is tied to a s bank account or a prepaid account and which is processed without the use of a PIN Cardholder

Non Qualified Interchange Fee Non Qualified Interchange Rata For certain pricing methods only the percentage rate or amount as further described in the Bankcard Addendum that will be charged for transactions that do not qualify for the Card Organization interchange programs associated with your Merchant Account as identified in the rate Schedules provided to you by us for those pricing methods Anticipated Interchange Levels Non Qualified Surcharge For certain pricing methods only a surcharge which is a percentage rate or amount applied to any transaction that fails to qualify for Anticipated Interchange Levels as further described in the

Bankcard Addendum The Non Qualified Surcharge the amount of which is set forth on the Bankcard Addendum is in addition to the NonQualified Interchange Fee

Operating Procedures The information prepared by Processor containing operational procedures instructions

and other directives relating to Card transactions The current Operating Procedures are set forth in Subpart A of

this Agreement

PAN Truncation A procedure that results in only the last four digits of a Cardholder s account number appearing on the copy of a Sales Draft or Credit Drag that the Client provides to the Cardholder and as required by applicable law or Card Organization Rules the Sales Draft or Credit Draft retained by the Client Person A third party individual or entity other than the Client Processor or Bank PIN A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction

PIN Debit Card A device bearing the Marks of one or more ATM networks such as NYCES or Star used at a merchant location by means of a Cardholderentered PIN in the merchant PIN Pad

PIN Debit Sponsor Bank The Bank identified on the Bankcard Addendum signed by you Point of Sale POS Terminal A device placed in a merchant location which is connected to the Processor s system via telephone lines and is designed to electronically authorize and record with and transmit settlement data to Processor for all sales transactions

Prepaid Gift Cards A nonreloadable Card with respect to which the identity of the Cardholder is known to the Issuer solely because the Cardholder registered the Card with the Issuer or its Agent for the Cardholder to be eligible to receive a replacement Card in the event the original Card Plastic is lost or stolen shall constitute a Prepaid Gift Card

Processor Banc of America Merchant Services LLC or its successors and assigns Except for Services provided

by Servicers the words we us and our refer to Processor

Recurring Payment Indicator A value used to identify transactions for which a Cardholder provides permission to a merchant to bill the Cardholder s Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services

Referral A message received from an Issuer when an attempt for Authorization requires a call to the Voice

Authorization Center or Voice Response Unit VRU

Reserve Account An account established and funded by at our request or on your behalf pursuant to the Bankcard Addendum

Resubmission A transaction that the Client originally processed as a Store and Forward transaction but received a soft denial from the respective PIN Debit network or Card Organization The resubmission transaction allows the merchant to attempt to obtain an approval for the soft denial in which case Client assumes the risk that the

transaction falls

Retrieval Request Transaction Documentation Request A request for documentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents

Sales Draft Evidence of a purchase rental or lease of goods or services by a Cardholder from and other payments to Client using a Card including preauthorized orders and recurring transactions unless the context

requires otherwise regardless of whether the form of such evidence is in paper or electronic form or otherwise all

of which must conform to Card Organization Rules and applicable law

Credit Summary The identifying form used by a paper Submission merchant to indicate a Batch of Sales Sales

Drafts and Credit Drafts usually one day s work Not a Batch header which is used by electronic merchants Schedules The schedules fee schedules rate schedules exhibits attachments enclosures addenda and other

documents including revisions thereto which may be incorporated into or made part of this Agreement concurrently

with or after the date of this Agreement

32

Servlce Terminal A Customer Activated Terminal that accepts payment of goods or services such as prepaid SW cards or video rental has electronic capability and does not accept PINS

Service Modification Form SMF A form Including a Renewal Form that Client completes and executes to confirm elections after the date of this Agreement of Card types Services Other Services or any special instructions and Clients agreement to the fees therefor Each SMF including all Schedules thereto is a document that is part of the Bankcard Addendum

Services The activities undertaken by Processor and or Bank as applicable to authorize process and settle all United States Dollar denominated Visa MasterCard and Discover transactions undertaken by Cardholders at s location Client s in the United States and all other activities necessary for Processor to perform the functions required by the Bankcard Addendum Servicers For Visa and MasterCard Credit and NonPIN Debit Card transactions and for PIN Debit transactions

Bank and Processor collectively in which case subject to applicable law and Card Organization Rules Bank and Processor shall be jointly but not also severally liable to the Client The words we us and our refer to Servicers for Services provided by Servicers otherwise those words refer to Processor Settlement Account An account or accounts at a financial institution designated by Client as the account to be

debited and credited by Processor or Bank for Card transactions fees Chargebacks and other amounts due under the Agreement or in connection with the Agreement g Split Dial A process which allows the Authorization terminal to dial directly to different Care processors e American Express for Authorization In this instance the merchant cannot be both EDC and Split Dial Split Dial is also utilized for Check Guarantee companies

Split Dial Capture Process which allows the Authorization terminal to dial directly to different Care processors g Amex for Authorization and Electronic Draft Capture e Store and Forward A transaction that has been authorized by a merchant when the merchant cannot obtain an Authorization while the customer is present typically due to a communications failure The merchant will store the transaction electronically in their host system and retransmit the transaction when communications have been restored

Submission The process of sending Batch deposits to Processor for processing This may be done electronically or by mail

Summary Adjustment An adjustment to your Submission and or Settlement Accounts in order to correct errors See Sections 10 3 and 10 4 Telecommunication Card Sale Individual local or long distance telephone calls for which the telephone service

provider is paid directly by use of a Cana These do not include however calls paid for with prepaid telephone service cards Telecommunication Card Sales are considered Cana Not Present Sales

Transaction Fees Service costs charged to a merchant on a per transaction basis Us We and Our See Servicers or Processor Visa Visa U A Inc or its successors or assigns S You Your See Client

33

f America 0 Bank 10

Momhant Services 02013 Banc ofAmerica Machsnt Savioes LLC All rights rosared Ali trademwim service marlm and trade comes rdffarad in this maoaW we the prop of their owners Maeheot Savwn

and hoansed

by

respective

prowled by Bask ofAmerica N A and ib repemamrtive Banc dAmarica Mercfw t Services LLC

Banc ofAmaics Merchant Services LLC is not a back does not dk book depaits and its services are not guar mead or kwxW by the FDIC or my other government agency SOFL Raw 04 13

34

ACCOUNT UP

ADDENDUM TO MASTER SERVICES AGREEMENT

THIS ACCOUNT UPDATER ADDENDUM TO MASTER SERVICES AGREEMENT AU Addendum dated supplements the Master Services Agreement dated between Florida Department of Financial Services Division of Treasury and BAMS

2013

Mail

WHEREAS this Account Updater Addendum is incorporated by reference into the MSA as stated in the Master Contrac and

WHEREAS the AU Services defined herein will be used by Participants as that term is defined in the Scope of Work

WHEREAS Participants has elected to receive the AU Services and agreed to the terms of this AU Services Addendum as evidenced by its election within the Participation Agreement WHEREAS BAMS AND PARTICIPANT AGREE 1

Definitions Capitalized terms used but not defined in this AU Addendum are defined in the MSA

2

AU Services

1 2

The account updater services AU Services consist collectively of processing functionality that will t obtain Card account information Card Info from Participant ii submit this Card Info to those Associations including without limitation VISA MasterCard or Discover that maintain account updater programs

Updater

PmgrQrame iii correlate the data available from the Associations Updater Programs to match the existing Card Info that Participant provided with corresponding updated Card Info obtained from the Associations Updater Programs and iv provide the new Card Info to Participant for processing ongoing payments AU

Services may be used only in connection with Associations that maintain Updater Programs and Card issuing banks Issuers that participate in these Updater Programs 2

Stand Akre Services The AU Services are provided to Participant in a non hosted environment that does not

require that Participant obtain processing services using the Compass or Hosted Recurring Payment

processing platforms In the non hosted environment PaRicipant will maintain its own database containing Card Info and submit this Card Info to BAMS from time tlme via batch files formatted pursuant to the to BAMS provides to Participant To receive the standalone ofbring of the AU Services Participant must submit its Card Info for processing using the MessagsWay file transport portal

specifications

3 2

Disclaimer The AU Services are only accurate to the extent t Issuers participate in the Associations Updater Programs many Issuers do not participate ii Issuers provide accurate Card Info to the Associations Updater Services 11 the Card Info provided to BAMS by the Associations Updater Services is accurate and N the Card Info that Participant provide is accurate BAMS MAKES NO REPRESENTATION OR WARRANTY THAT THE CARD INFO PROVIDED IN CONNECTION WITH THE AU SERVICES IS

ACCURATE COMPLETE OR ERROR FREE BAMS WILL NOT BE LiABLE FOR ANY DAMAGES OR CLAIMS ARISING FROM THE ACCURACY OF THE CARD INFO IT PROVIDES THROUGH THE AU SERVICES 4 2

Provider The AU Services are provided to Participant by BAMS and not Bank Bank is not a party to this AU Addendum insofar as It applies to the AU Services and Bank is not liable to Participant in any way with respect to the AU Services

3

s Responsibilities Participant must comply with the following requirements when wing the AU Participant

Services

a

Participant must have a legitimate business need to obtain updated Card Info for example subscription based services membership based services or recurring payment services and Participant must maintain an ongoing payment relationship with the cardholders for which Participant submits Card Info for processing via the AU Services

b c

s business cannot fall into a highrisk category designated by the applicable Associations Participant

Participant must enroll as a participant with the applicable Assodaton s Updater Programs maintain its enrollment and be certified by BAMS and the Association as compliant with the Association s then current participation requirements that GAMS will provide to Participant from timetotime Page

1 of 3

d

Participant must update the Card Info that BAMS maintains on Participant s behalf in BAMS database or that Participant send to BAMS or has sent to BAMS on Participant s behalf when a cardholder doses their account with an Association and makes Participant aware of this change and further Participant must not submit Cana Info for AU Services if Participant previously received a dosed account response for such Card Info

e

Participant or the entity submitting Tiles of Card Info to BAMS on Participant s behalf must comply with the inquiry file layout and interface requirements that GAMS provide to Participant from timetotime

f

Participant may not submit Card Info on behalf of another entity for processing using the AU Services

g

if BAMS does not maintain Participant s database In a hosted environment Participant must update s Card Info database within 5 days or such shorter period of time as may be required by the Participant Associations of receiving updated Card Info using the AU Services

h

Upon updating the Card Info BAMS provides Participant using the AU Services Participant must immediately delete Its old Card Info data files

i

Participant must keep all information and data accessed through the AU Services stridJy confidential

Participant may not disclose any information or data obtained using the AU Services to any third party and may not use such information or data for any purpose other than those expressly permitted by the

Associations

4

Fees Payment of fees for the AU Services will be as set forth in the Attachment B Price Schedule The fees

for processing transactions related to the AU Services are described on Attachment B Price Schedule 5

Sublicense Intellectual Property

1 5

BAMS grants to Participant a non transferable non assignable nonexclusive limited royaltyfree revocable sub license during the term of this AU Addendum to use the AU Services and the associated documentation trademarks or service marks identified in the Operating Procedures all subject to the terms of this AU Addendum and the MSA Participant may only use the AU Services in connection with the processing services Participant receives under the MSA Participant has no right title or interest in or to the AU Services any related software materials documentation or derivative works thereof and nothing in this AU Addendum or the MSA assigns transfers or creates any such right title or interest for Participant whether express or implied or by estoppel or otherwise Any and all right title or interests associated with the AU Services that

are not expressly granted by BAMS within this AU Addendum are expressly withheld Participant will not take any action inconsistent with the ownership title or license rights associated with the AU Services Participant will not file any action In any fonxn challenging ownership of the AU Services any related software materials documentation or derivative works thereof Breach of this Section constitutes a material breach of this AU

Addendum and the MSA and GAMS may Immedistely suspend or terminate Participant s use of the AU Services this AU Addendum or the MSA in the event of such breach

2 5

Participant will not and will not permit others to t sell distribute lease license sublicense or otherwise disseminate the AU Services or any portion thereof 1 copy modify enhance translate supplement create derivative works from reverse engineer decompile or othenvfse reduce to human readable form the AU

Services or any portion thereof iii use altered versions of the AU Services or portion thereof tv use operate

or combine the AU Services or any related software materials or documentation or any derivative works ttmereof with other products materials or services in a manner inconsistent with this AU Addendum or the MSA

or v other that intended by its nature use the AU Services or any portion thereof as a standalone or non

Integrated program Participant will not permit others to access the AU Services any related software materials or documentation or derivative works thereof Participant will not remove alter modify relocate or erese any copyright notice or other legend s denoting BAMS or other third partles proprietary interests In the

AU Services 3 5

BAMS reserves the right to alter immediately suspend or upon notice terminate the AU Services in the event

Participant violates the terms of this AU Addendum the MSA GAMS terminates any agreement with third parties that are invohred in providing the AU Services or BAMS is otherwise unable to continue to provide the

AU Services S

Termination In addition to the termination rights set forth in the MSA GAMS may terminate the AU Services upon 30 days notice to Participant in the event an Association terminates Its Updater Progrwn or BAMS Page 2

of 3

terminates its participation in the Updater Programs and further this AU Addendum will automatically terminate upon any termination of the MSA 7

Full Force and Effect The MSA remains in effect as amended and supplemented by this AU Addendum In the event of any conflict between the terms of this AU Addendum and the MSA this AU Addendum will control

with respect to the AU Services References to the MSA after the date of this AU Addendum include this AU Addendum

I

I

Page 3 of 3

TRANSARMOR SERVICES ADDENDUM TO MASTER SERVICES AGREEMENT THIS TRANSARMOR SERVICE ADDENDUM TransArmor Addendum dated Services Agreement MSA between Florida Department of Financial Services 2013

supplements the Master Division of Treasury

and BAMS dated

VMEREAS this TransArmor Addendum is incorporated by reference to the MSA as defined In the Master Contract and WHEREAS the TransArmor Services defined herein will be used by Participants as that tern is defined in the Some of Work

WHEREAS Partcibants has elected to receive the TransArmor Services and agreed to the terns of this TransArmor Services Addendum as evidenced by its election within the Participation Agreement

1

Definitions Capitalized tarns used but not defined in this TransArmor Addendum are defined in the MSA

2

TransArmor Services The TransArmor Services will provide Participant with a encryption of pointof sale data including

historical transaction data card number and track 1 and track 2 magnetic stripe data related to payments or nonmonetary

electronic transactions e g loyalty transactions when such date is uploaded and sent to BAMS for processing and b tokenization of the authorization response that GAMS provides to Participant in connection with processing the point sale or of nonmonetsry electronic transaction data Participant submits by converting and replacing GAMS authorization response data with a token value a Token The TransArmor Services are incorporated within the term Services in the MSA GAMS will provide Participant with an encryption key that must be used to encrypt Card data upon upload for transmission to BAMIS in connection with the TransArmor Services Participant may not use encryption keys that BAMS does not provide to Participant in connection

with the TransArmor Services The TransArmor Services are for Participant s Internal business use only and apply only to Card transactions that Participant sends to BAMS for authorization and settlement pursuant to this TransArmor Addendum end the MSA

TransAnnor Services do not include and specifically exclude pointofeale data or authorization responses processed in connection with electronic check transactions dosedloop gift card transactions STAR contactless transactions read in contodilm

mode WEX transactions Voyager transactions or other Card transaction types that GAMS determines are not capable of being tokenized using the TransArmor Services Further the TransArmor Services are provided to Participant by BAMS and not Bank Bank Is not a party to this TransArmor Addendum insofar as it applies to the TransArmor Services and Bank is not liable to

Participant in any way with respect to the TransArmor Services For the purposes of this TransArmor Addendum the words live our and us refer only to the BAMS and not the Bank

Use of the TransArmor Services does not cause Participant to be compliant with or eliminate Participant s obligation to comply with the data security requirements or Card Organization Rules ea set forth in the MSA or Bankcard Addendum Use of the

TransArmor Services does not eliminate the risk of and is not a guaranty against an unauthorized breach of Participant s Merchant Systems Participant must implement the TmnsArmor Services according to the Operating Guide which includes without limitation 1 implementing the services throughout Participant s Merchant Systems involved in the Services N replacing existing Card numbers within ParddparXs Merchant Systems involved In the Services with Tokens and ill complying with applicable data security standards and reviews set forth in the MSA and Card Organization Rules Participant must implement any upgrades to the TransArmor Services within a commercially reasonable period of time after receiving the updates Participant may not retain Card account numbers following implementation of the TmnsArmor Services and must use Tokens in lieu of Card

account numbers for AU activities related to the Services provided by BAMS subsequent to receipt of a Token associated with a

Card transaction including without limitation settlement retrieval chargebadk and adjustment processing and transaction reviews Participant may only use Merchant Systems gateways or VARs that are certified for use with the TransArmor Services

If Participant submits Card transactions as batch files for processing Participant must use batch file processing services truncated report viewing and data extract creation tools provided by GAMS in connection with the TransArmor Services 3

TmnsAnmor Limited Warranty BAMS warrants that the Token returned to Participant as a result of using the TmnsArmor Service cannot be used to initiate a financial sale transaction by an unauthorized entityperson outside Participant s Merchant Systems involved in GAMS payment processing the TmnsAn w Limited Warranty The TmnsArmor Limited Warranty applies only to authorization responses for which BAMS returns a Token to Participant and the subsequent use of such Token to Initiate a financial sale transaction as described in the TransArmor Limited Warranty To be eligible fox the TransArmor Limited Warranty Participant must obtain authorization and settlement processing services from GAMS and must be in compliance with the terms of Participant s MSA and this TransArnor Addendum

BAMS will indemnify and hold Participant harmless from direct damages including third party claims resulting from GAMS breach

of the TmnsArmor Limited Warranty provided in no event will BAMS cumulative liability for its broach of the TransArmor Limited

Warranty exceed the lesser of 1 the limitation of liability set forth in the MSA or 10 000 000 The indemnity obligation set 1 00 forth in the preceding sentence is Participant s express and Sole remedy for GAMS broach of the Transkmor Limited Warranty GAMS will not be liable under any theory at law or in equity for any special indirect Incidental consequential including lost profits revenue or business opportunities exemplary or punitive damages in connection with a branch of the Transkmor United

Warranty regardless of whether such damages were foreseeable or Participant was advised of the possibility of such damages The TransArmor Limited Warranty is void if Participant a fails to comply with the Operating Guide for the tokenization process the terms of this TransArmor Addendum or the MSA or b is grossly negligent or engage in wilful misconduct with respect to the tokonization process or use of a Token The TransArmor Limited Warranty and RAMS indemnity obligations and limitations related to it

are

independent of the perties data security or confidentiality obligations

set forth in the MSA

4

Fees Payment of fees for the TransArmor Services will be as set forth In Schedule B Price Schedule to the Master Contract

6

TransArmor Services Disclalmer

EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM BAMS MAKES NO

REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED WITH REGARD TO THE TRANSARMOR SERVICES INCLUDING WITHOUT LIMITATION NONINFRINGEMENT BY THE TRANSARMOR SERVICES OR THAT THEY WILL FUNCTION UNINTERRUPTED OR ERRORFREE AND ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES

EXPRESS OR IMPLIED ARE DISCLAIMED AS SET FORTH IN THIS ADDENDUM AND THE MSA 6

Intellectual Property GAMS grants to Participant a nontransferable non assignable non exclusive revocable sub license during the term of this Transkmor Addendum to use the TransArmor Services and the associated trademarks or service marks Identified In the Operating Guide within the United States and subject to the terms of this TranaAmior Addendum and the MSA Participant has no right title or interest In or to the TronsArmor Services any related software materials documentation or derivative works thereof and nothing In this TransArmor Addendum or the MSA assigns transfers or creates any such right title or interest for Participant whether express or implied or by implication estoppel or otherwise and any rights associated with the TransArmor Services that are not expressly granted by BAMS within this TransArmor Addendum are withheld Participant will not take any action inconsistent with the ownership We or license rights associated with the TransArmor Services Participant will not file any action in any forum challenging ownership of the TransArmor Services any related software materials documentation or derivative works thereof Breach of this Section constitutes a material breach of this TransArmor Addendum and the MSA and

BAMS may immediately suspend or terminate Participant s use of the TransArmor Services this TransArmor Addendum or the MSA in the event of such breach

Participant will not and will not permit others to 1 sell distribute lease license sublicense or otherwise disseminate the TransArmor Services or any portion thereof i copy modify enhance trarmiate supplement create derivative works from

reverse engineer decompile or otherwise reduce to human readable form the TransArmor Services or any portion thereof iii use altered versions of the TransArmor Service or portion thereof Iv use operate or combine the TransArmor Service or any related software materials or documentation or any derivative works thereof with other products materials or services in a mariner

inconsistent with this TransArmor Addendum or the MSA or v use the Transkmor Services or any portion thereof as a standalone or non Integrated program Participant will not remove alter modify relocate or erase any copyright notice or other

s denoting BAMS or other third parties if any proprietary interest in the TransArmor Services legend 7

Full Force and E ffsct The MSA remains in effect as amended and supplemented by this TransArmor Addendum In the event of

any conflict between the terms of this TronsArmor Addendum and the MSA this TransArmor Addendum will control with respect to the TransArmor Services Addendum

References to the MSA after the date of this TransArmor Addendum include this TransArmor

DATA FILE MANAGER ADDENDUM TO MASTER ZERVIM AGREEMENT

THIS DATA FILE MANAGER ADDENDUM TO MASTER SERVICES AGREEMENT Addendum dated as 2013 supplements the Master Services Agreement dated

amended MSA to which RAMS and Department are parties WHEREAS this Data File Manager Addendum is incoroonsted by reference to the MSA as defined in the Master Contract and

WHEREAS the Data Fie MAO Services defined herein will be used by Particleanb as that term is defined in the Scope of Work

WHEREAS Participants has elected to recelve the Data File Manager Services and agreed to the terms of this

Data File Manager Services Addendum as evidenced by I

L

WHEREAS BAMS AND DEPARTMENT AGREE 1

Defined Terms Capitalized terms used but not defined In this Addendum are defined in the MSA

2

Section 1 of the MSA This Addendum constitutes an Addendum to the MSA and Is added to the list of Addenda described in Section 1 of the MSA

3

Data File Manager Services

1 The services provided under this Addendum will allow Participant to create and generate customized raw data 3

fibs dining summary or detailed Information in connection with Participant s payment processing based on set up tools that are provided by 13AMS in connection with the application ootiectively Data File Manager Services Specifically the Data File Manager Services provide Participant with an application that allows

Participant to access certain underlying payment processing data files directly in order to create test and manage customized data file summary reports that can be uploaded to Participant s systems to perform reconciliation reporting or other management functions Custom reports created by Participant using the Data

File Manager Services may be generated on a weekly daily or as needed basis 2 Provider The Data File Manager Services are provided to Participant by BAMS and not Banc Bank is not a 3

party to this Data File Manager Addendum insofar as it applies to the Dab File Manager Services and Bank is not liable to Participant in any way with respect to the Data File Manager Services For the purposes of this Data File Manager Addendum the term Servicsrs in the MSA refers only to BAMS and not the Bank 4

Data File Fees GAMS will charge the fees Indicated in Schedule B

Price Schedule to the Master Contract

5

Dlsaleimer EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM THE DATA FILE MANAGER SERVICES ARE PROVIDED AS IS AND BAMS MAKES NO REPRESENTATIONS OR WARRANTIES

EXPRESS OR IMPLIED WITH REGARD TO THE DATA FILE MANAGER SERVICES INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY NON INFRINGEMENT OR THAT THEY WILL FUNCTION UNINTERRUPTED OR ERRORFREE AND ANY AND ALL SUCH REPRESENTATIONS OR

WARRANTIES EXPRESS OR IMPLIED ARE DISCLAIMED 6

Sublicense Intellectual Property

1 BAMS grants to Participant a non transferable non assignable non exclusive limited royalty4ree revocable 6 sub license during the term of this Addendum to use the Date File Manager Services and the associated documentation trademarks or service marks identified in the operating procedures provided to Participant with the Date File Manager Services all subject to the terms of this Addendum and the MSA Participant may only use the Data File Manager Services in connection with the processing services that Participant receives under the MSA Participant has no right title or interest in or to the Data File Manager Services any related software materials documentation or derivative works thereof and nothing in this Data File Manager Addendum or the MSA assigns transfers or creates any such right title or interest for Participant whether express or Implied or

by estoppel or otherwise Any and all right title or interests associated with the Data File Manager Services that are not expressly granted by BAMS within this Addendum are expressly withheld Participant will not we any action inconsistent with the ownership title or license rights associated with the Dab File Manager

Services Participant will not file any action In any fonun challenging ownership of the Data File Manager Services any related software materials documentation or derivative works thereof except repots crested 1

which become public records pursuant to Chapter 119 Florida Statutes Breach of this Section constitutes a material breach of this Addendum and the MSA and BAMS may immediately suspend or terminate s use of the Data Fib Manager Services this Addendum or the MSA in the event of such breach Participant

2 Participant will not and will not permit other to i sell distribute base license sublicense or otherwise 6 disseminate the Data Fie Manager Services or any portion thereof ii copy modify enhance translate supplement create derivative works from reverse engineer decompib or otherwise reduce to humanresdabb form the Data File Manager Services or any portion thereot Ii use altered versions of the Data File Manager Services or portion thereof Iv use operate or combine the Data Fib Manager Services or any related software materials or documentation or any derivative works thereof with other products materials or services In a manner inconsistent with this Addendum or the MSA or v other that intended by its nature use the Data Fib Manager Services or any portion thereof as a standalone or non integrated program Participant will not

permit others to sown the Dats File Manager Services any related software materials or documentation or derivative works thereof Participant will not remove alter modify relocate or erase any copyright notice or other legend s denoting BAMS or other third parties proprietary interests in the Date File Manager Services 3 BAMS reserves the right to alter immediately suspend or upon notice terminate the Data File Manager Services 6

in the event Participant violates the term of this Addendum the MSA or if BAMS terminates any agreement with third parties that are involved In providing the Data File Manager Services or BAMS is otherwise unable to continue to provide the Data File Manager Services Further In addition to the termination rights set forth in the MSA this Addendum will automatically terminate upon arty termination of the MSA 7

Representatbm and Warranties Participant and BAMS each represent and warrant t they have corporate authority to execute this Addendum and ii this Addendum creates valid legal and binding obligations that are enforceable against its parties

8

Counterparts This Addendum may be executed In any number of counterparts each of which is deemed an

original and all of which constitute one and the some instrument Facsimile electronic or other copies of the executed Addendum are etfecfiw 8

Full Force and Effect The MSA remains in effect as amended and supplemented by this Addendum In the event of a conflict between the terms of the MSA and this Addendum this Addendum will control with respect to the Data File Manager Services

2

MOBILEPAY SERVICES ADDENDUM TO MASTER SERVICES AGREEMENT THIS MOBILEPAY SERVICES ADDENDUM MoblePay Addendum dated supplements the Master Services Agreement CMSA dated

Effective DaW

2013 between Florida Department of Financial Services

Division of Treasury Banc of America Merchant Services LLC CitiAMS and the member bank identified in the Master Services

Agreement MSA Bank collectively DAMS and Bank are the Parddpant Servicefe

WHEREAS this MobilePay Addendum is incorporated by reference into the MSA assisted in the Master Contract and

WHEREAS the MobilePay Services defined herein will be used by Participants as that term is defined In the Scope of Work

WHEREAS Participant has elected to receive the MobilePay Services and agreed to the terns of this MobilePay Addendum as

evidenced by its election within the Participation Agreement WHEREAS DAMS BANK AND PARTICIPANT AGREE 1

2

Deffnitions Capitalized terms used but not defined in this MobilePay Addendum are defined in the MSA

MobilePay Services The MobilePay Services defined below are provided in connection with the Wireless Services DAMS

provides under the MSA The MobilePay Services win provide Participant with access to a mobile payment gateway that enables Participant to use a Wireless Services compatible webenabled mobile device with a data plan and web browser capable of processing XHTML Mobile Profile pages in order to a log onto a secure webaite application b enter certain consumer credit

card transaction information for which it is prompted c submit the transaction information to DAMS for processing d moeho an

authorization or decline message for transactions submitted to RAMS for processing e receive an electronic receipt for authorized transactions and f send such electronic receipt to the consumer e mail address es after the transaction is complete collectively the Pay Services The MobilePay Services are for Participant MobN s internal business use only and apply only to Card transactions that Participant sands to DAMS for authorization and settlement pursuant to this MobilePay Addendum and the MSA

The MobilePay Services are provided to Participant by DAMS and not Bank Bank is not a party to this MobilePay Addendum

Insofar as it applies to the MobilePay Services and Bank is not liable to Participant In any way with respect to the MobnePay Services For the purposes of this MobilePay Addendum the words W our and us refer only to the DAMS and not the Bank

Participant must implement any upgrades to the MobilePay Services within a commercially reasonable period of time after receiving the updates 3

Fees Payment of the fees for the MobilePay Services will be as set forth In Attachment B Price Schedule MobilePay

Services

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM DAMS MAKES NO

REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED WiTH REGARD TO THE MOBILEPAY SERVICES

INCLUDING WITHOUT LIMITATION NON INFRINGEMENT BY THE MOBILEPAY SERVICES OR THAT THEY WILL

FUNCTION UNINTERRUPTED OR ERRORFREE AND ANY AND ALL SUCH REPRESENTATIONS OR WARRANTIES

EXPRESS OR IMPLIED ARE DISCLAIMED AS SET FORTH IN THIS ADDENDUM AND THE MSA ti

Intrilsetual Property DAMS grants to Participant a non transferable non assignable non exclusive revocable sub license during the term of this MobilePay Addendum to use the MobilePay Services and the associated trademarks or service marks identified In the Operating Guide within the United States and subject to the terms of this MobilePay Addendum and the MSA

Participant has no right title or interest in or to the MobilePay Services any related software materials documentation or derivative works thereof and nothing in this MobilePay Addendum or the MSA assigns transfers or creates any such right title or

interest for Participant whether express or Implied or by implication estoppel or otherwise Any rights associated with the MobilePay Services that are not expressly granted by BAMS within this MobilePay Addendum are withheld Participant will not take any action inconsistent with the ownership title or license rights associated with the MobilePay Services Participant will not file any action in any forum challenging ownership of the MobilePay Services any related software materials documentation or

derivative works thereof Breach of this Section constitutes a material breach of this MobilePay Addendum and the MSA and DAMS may immediately suspend or terminate Participant s use of the MobilePay Services this MobilePay Addendum or the MSA in the event of such breach Participant will not and will not permit others to 1 sell distribute lease license sublicense or otherwise disseminate the

MobilePay Services or any portion thereof 00 copy modify enhance translate supplemen create derivative works from reverse engineer decompile or otherwise reduce to humanmadable form the MobilePay Services or any portion thereof iii use altered versions of the MobilePay Service or portion thereof IV use operate or combine the MobilePay Service or any related software materials or documentation or any derivative works thereof with other products materials or services in a manner Inconsistent with

this MobilePay Addendum or the MSA or v use the MobilePay Services or any portion thereof as a standalone or non integrated

program Participant will not remove alter modify relocate or erase any copyright notice or other legends denoting DAMS or other third parties if any proprietary interest in the MobilePay Services

Page

1 of 2

S

Full Fomce and OWL The MSA remains in efNec t as amended and supplemented by this MobilePay Addendum The Wireless Services Terms of the MSA apply to the MobilePay Services In the event of any conflict between the terms of this MobilePay Addendum the Wireless Services Terms and the MSA this MobilePay Addendum will control with reaped to the MobilePay Services References to the MSA after the date of this MobilePay Addendum Include this MobNePay Addendum

Page 2 of 2

PAYPOINT SERVICES ADDENDUM TO MASTER SERVICES AGREEMENT THiS PAYPOINT SERVICES ADDENDUM PayPoint Addend an dated Services Agreement MSA between Florida Department of Financial Services Division of 2013

supplements the Master

Treasury

and BAMS dated

WHEREAS this PayPoint Addendum is incorporated by reference to the MSA as defined in the Master Contrac and

WHEREAS the Paint Services defined herein will be used by Participants as that term is defined in the Scope of Work WHEREAS Participants has elected to receive the PayPoint Services and agreed to the terms of this PayPoint Services Addendum as evidenced by Its election within the Partkpation Agreement 1

Definitions Capkaized terms used but not defined in this PayPoint Addendum are defined in the MSA

2

PayPoint Servkes BAMS will provide Participant with a payment administration solution PayPbrnt Services that allows Participant to use an Internet based gateway PayPofht Gateway to manage consurner Consumer payments and payment transaction data initiated and submitted via inperson pointofsale payment Idosk web based applications Participant representative assisted calls or interactive voice response YYR channels The PayPokrt Services are provided to Participant by BAMS and not Banc Bank Is not a party to this PayPoint Addendum insofar as it applies to the PayPoint Services and Bank is not liable to Participant In any way with respect to the PayPolnt Services For the purposes of this PayPoint Addendum the words ours our and us refer only to the GAMS and not the Bank

1 Functionality The PayPoint Services will enable Participant to i consolidate payment output ass with the PayPoint Services 2

posting file s i review Consumer payment reporting iii perform detailed Consumer payment research related to status data

tracking time tracking successful or negative payment results and payment reconciliation iv review Consu rner payment authorization and return processing information y perform Consumer payment void and refund processing vi track Consumer payment chargeback and settlement activity vii apply notes to specific Consumer payments or transactions vii process single recurring or ad hoc Consumer payments ix set up access and manage multiple individual Consumer accounts and x add certain Participant personalization e g Participant specific logo color theme and or text to Participant s website and or IVR

defined below if hosted or provided by BAMS

2 Payment Types Supported The PayPoint Services will enable Participant to support I personal and business electronic check

eChsaV payments ii credit lord payments for card associations klgoffed by BAMS from timeto tims ii debit card payments TEL guidelines WEB CCD andamended PPD entry classes as defined under the National Automated Clearing House Association NACHA rules and from time to time RL For eChedc payments that are processed in connection with services provided separately by TeleCheck Services Inc or such other provider offering the necessary functionality the PayPoint Services will rejec payments that A display routing and transit number MICR Lira Information indicating the check

signature PIN based or PINless on the STAR PULSO and NYCE networks iv Automated Clearing House payments using as

corresponds to a government or payroll check or a check writer s account 1 on which the check writer s bank indicates checks may not be written 2 that may not be settled via the Automated Clearing House ACM network 3 that is not a domestic

United States demand deposit account or 4 for which MICR Line errors may not be systemically resolved through automatic processing i e for which no notification of change information Is available through the banking systems or ACH network or

B exceed a processing limit of 20 000

3 Fraud Detection The PayPoint Services provide fraud detection functionality that Includes 1 address verification and CW2 code 2 validation for credit cards ti transaction limit monitoring and iii duplicate payment detection

4 Convenience Fees The PayPoint Services will support payment data management for food and percentage based convenience 2 fees that are assessed and collected by Participant Including the ability to track the primary payment and convenience fee as separate transactions or as a single integrated transaction The PayPoint Services do not process settlement of convenience fees

as part of the Participants convenience Use program rather the PayPOint Services enable tracking and management of

convenience fee data submitted with other payment data received from a Participant that assesses and collects convenience fees Participant is solely responsible for complying with applicable law the card association rules and NACHA rules related to its implementation and collection of convenience fees

5 Application Programming Interfaces and integration The PayPoint Services will integrate with Particplant 2 s existing payment processing services via i real time integration of Participant s front end websils with the PsyPoint Services application programming interface ii XML batch integration or Ii the FrontEnd Solution described in Section 2 6 below Participant must implement any upgrades to the PayPoint Services within a commercially reasonable period of time after receiving the updates 6 Hosting Marks The PayPoint Gateway is hosted through BAMS Upon ParticiparWs election GAMS will also provide Participant 2 with a front end solution FrontEnd So uu3ian that is integrated with the PeyPOint Services that includes i readymade personaizable webeIte and or Interactive voice response IM services and e a toold for the Participant to manage its web site personalization If Participant elects to use the PsyPoint Services Front End Solution Participant may also customize it to Include Partl pant s Marks defined below on the webeibe Participant Is responsible for providing the Marks to BAMS that Participant would Pike included in a customized FrontEnd Solution and in connection therewith grants GAMS a non exclusive Pagel of 3

revocable lioense during the term of this PayPoint Addendum to use the Marks provided by Participant in connection with creation

of a customized Front End Solution Participant represents and warrants that it owns or has obtained the necessary licenses or rights for BAMS to display or use all Marks provided by Participant when creating a customized FrontEnd Solution or otherwise using such marks in connection with Participant s use of the PayPoint Services 3

Payment Processing Obligations Participant will submit all payments initiated by Consumers using the PayPoI nt Gateway and BAMS computer systems according to documentation provided by BAMS from timetotime BAMS s s computer systems and documentation are the BAMS Systenf Participant will provide all transaction data Personal Information defined below related

information and instructions collectively Payment Data necessary for BAMS to perform the PayPoint Services Unless another

entity is acting as the Originator as defined in the NACHA Rules on Participant s behalf in connection with ACH Payments Participant will be the Originator for any ACH Payments that Participant submits for processing BAMS will be a Third Party

Processor as defined in the NACHA Rules and will facilitate processing ACH Payments submitted by Participant by transmitting ACH files among each appropriate Originating Depository Financial Institutions each an ODFP and Receiving Depository Financial Institution each an RDFr both as defined in the NACHA Rubs Participant assumes all responsibilities and liabilities

under the NACHA Rules for ACH Payments it submits for processing and will assume all liability for the amount of any ACH Payment that is rejected for insufficient funds Participant assumes all responsibilities and liabilities under applicable association rules or regulation related to processing its Consumer s credit card payments Participant will be solely responsible for ensuring the validity accuracy and completeness of all Payment Data BAMS WILL RELY UPON AND USE PAYMENT DATA SUBMITTED BY PARTICIPANT WITHOUT FURTHER VERIFICATION IN ORDER TO PROVIDE THE PAYPOINT SERVICES BAMS will have

no responsibility or liability for any error omission delay failure to meet any processing timelines or accurately perform any of the PayPoint Services due to Participant or its Consumers submitting inaccurate incomplete or untimely Payment Data or failing to perform Its settlement obligations 4

Settlement Obligations The PayPoint Services constitute a Consumer payment administrative application and are not a

payment processing application Participant is solely responsible for all settlement obligations and settlement fees that arise in

connection with the underlying processing of any and all Consumer payments that are administered using the PayPoint Services Participant waives its right to assert any defense setoff or counterdaknn against BAMS for any settlement obligation or liability that arises in connection with Participant s or its Consumer s use of the PayPoint Services or the PayPoint Gateway Participant is solely responsible for all liability associated with any Consumer payment that is rejected for insufficient funds 5

Information Security Each party is responsible for i the security of non public or personally Identifiable Information Personal Information on the systems under its control or that is obtained through its respective provision or use of the Services and ii data security issues arising from its systems or directly resulting from its use of third party vendors or subcontractors if any In connection with the Services Each party will maintain commercially reasonable Information security practices designed to prevent unauttwrized or unlawful access to use disclosure or alteration of Personal Information collectively a Security lrrrddenf

S

Term Termination

1 Term The term of this PayPoint Addendum will commence on its Effective Date will extend for the initial term and will renew as 6 set forth in the MSA

2 Termination For Breach Insolvency Either party may terminate this PayPoint Addendum if the other a broaches a material 6 representation warranty term condition or obligation and fails to cure such breach within 30 days after receiving written notice of such breach or b i is dissolved becomes insolvent generally fails to pay or admits in writing its general inability to pay its debts as they became due ii makes a general assignment arrangement or composition agreement with or for the benefit of its credltom iii files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors iv seeks or consents to the appointment of an administrator receiver custodian or similar official for the wind up of Ile business or v becomes the subject of an involuntary petition in bankruptcy or any inwoluntary proceeding related to Insolvency receivership liquidation or composition for the benefit of creditors and such proceeding is not dismissed or stayed within 30 days 3 Termination for Non Performance BAMS may terminate this PayPoint Addendum immediately if 1 Participant 6 s performance of its obligations or use of the PayPoint Services violates applicable Requirements in Section 10 of this Addendum ti Participant fails to

provide any data or take any action in connection with payment processing required under this PayPoint Addendum 5 times in any calendar month or 12 times in any calendar year Ill it reasonably determines that a material adverse change has occurred in s financial condition or that such a change is reasonably likely to occur iv Participant falls to pay any past due amount Participant

within 5 days of demand therefor or v Participant fails to comply with its settlement obligations for payments administered using PayPoint Services 4 Suspension BAMS may with as much notice as is commercially practicable suspend all or a portion of the PayPoint Services 6 immediately if i Participant materially breaches this Addendum ti BAMS reasonably determines that Participant is using the PayPoint Services for any fraudulent illegal or unauthorized purpose Ia BAMS reasonably determines that other questionable

activity related to data security is occurring in connection with Participant s use of the PayPoint Services or Qv as required by applicable Legal Requirements

5 Effect of Termination Suspension Termination of this PayPoint Addendum or suspension of the PayPoint Services will not affect 6

BAMS right to recover any amounts for which Participant is liable or obligated hereunder Termination will not affect Participant s

responsibility to pay any amount for which it is liable or obligated in connection with the PayPoint Services provided under this PayPoint Addendum Page

2 of 3

7

Fees Payment of Fees

1 Fees The fees E for the PayPoint Services are set forth on Attachment B Price Schedule to 0 Master Contract 7 2 Payment of Fees Payment of fees is addressed in the Master Contract and Participation Agreement 7 S

PayPoint Services Disclaimer EXCEPT AS EXPRESSLY PROVIDED IN THE MASTER CONTRACT ATTACHMENT A SCOPE OF WORK AND THIS PAYPOINT ADDENDUM BAMS MAKES NO REPRESENTATIONS OR WARRANTIES

EXPRESS OR IMPLIED WITH REGARD TO THE PAYPOINT SERVICES INCLUDING WITHOUT LIMITATION NON INFRINGEMENT BY THE PAYPOINT SERVICES OR THAT THEY WILL FUNCTION UNINTERRUPTED OR ERRORFREE AND ANY AND ALL REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED ARE DISCLAIMED AS SET FORTH IN THIS PAYPOINT ADDENDUM AND THE MSA 9

Intellectual Property

1 Ownership Participant will not remove suer modify relocate or areas any copyright notice or other legends denoting RAMS or 9 other third parties if any Proprietary interest in the PayPoint Services Participant has no right title or interest in or to the PayPoint Services any related software materials docurnentation or derivative works thereof or any patent trademark service mark copyright trade secret or proprietary rights associated with the PayPoint Gateway or PayPoint Services and nothing in this PayPoint Addendum or the MSA assigns transfers or cxeatss any such right Otis or Interest for Participant whether express or implied by estoppel or otherwise Any rights associated with the PayPoint Services that are not expressly granted by GAMS within this PayPoint Addendum are withheld Participant will not take any action inconsistent with the ownership tide or license rights associated with the PayPoint Services Participant will not file any action in any forum challenging ownership of the PayPoint Services any related software materials documentation or derivative works thereof Breech of this Section constitutes a material breach of this PayPoint Addendum and the MSA and GAMS may immediately suspend or terminate Participant s use of the PayPoint Services this PayPoint Addendum or the MSA in the event of such breach 2 Use of Marks Except as specifically provided for in this PayPoint Addendum neither party will use any trademark service mark 9 trade name or other proprietary designation collectively IWW s owned licensed or registered by the other party without prior written consent Neither party will use or reference the other s Marks in any manner that disparages or portrays the other in a negative light Neither party may after modify or change the other s Marks in any way A breach of the terms of this Section related to the use of a party s Marks will cause irreparable harm such that the non breaching party will not have an adequate remedy at law and in addition to any other rights or remedies available at law or in equity will be entitled to seek injunctive relief against the breaching party without posting a bond or other security 10 Compliance with Law GAMS and Participant will comply with all federal state or local laws regulations judicial or administrative

decisions executive orders rules or interpretations and the NACHA Rules collectively Legal ReWketnerde applicable to their respective use or provision ofthe PayPoint Services Neither GAMS nor Participant Is responsible for Interpreting or performing the compliance obligations of the other party with respect In the Legal Requirements that are applicable to each s respective use or provision of the PayPoint Services Participant will use the PayPoint Services in accordance and compliance with this PayPoint Addendum GAMS System requirements and the written policies and procedures provided by BAMS from timetotimeparticipant will not use the PayPoint Services in connection with any gaming business adult or sexually oriented business or business opportunity business

11

Full Force and Effect The MSA remains in effect as amended and supplemented by this PayPoint Addendum In the event

ofPayPoint any conflict between the terms of this PayPoint Addendum and the MSA this PayPoint Addendum will control with rasped to the Services References to the MSA after the date of this PayPoint Addendum include this PayPoint Addendum

Page

3 of 3

AMENDMENT TO

BANKCARD ADDENDUM TO THE MASTER SERVICES AGREEMENT

DYNAMIC CURRENCY CONVERSION SERVICES This Amendment

C

dated the

day

of

is to the Bankcard

Addendum to the Master Services Agreernnent Dynamic Currency Conversion Services dated the Agreements among Florida Department of Financial Services Division of Treasury Department Banc of America Participant Services LLC a Delaware limited liability company and Bank of America N A a national banking association rBAnhj

RECITALS

WHEREAS this TransArmor Addendum a inomorated by reference to the MSA as defined in the Master Contract and

WHEREAS the TransArmor Services defined herein will be used by Participants as that term is defined in the Some of Work

WHEREAS Participants has elected to receive the TmnsArmor SwAces and d ee t ft r gg terms of this Transkmor Services Addendum

as

evidenced by

its election within the

Participation Aareement and

WHEREAS Bank and BAMS have engaged the services of First Data Merchant Services Corporation a Florida corporation and a sponsoring financial institution

to provide Participants Participant with Dynamic Currency Conversion DCC

Services collectively BAMS Bank Sponsor Bank and FDMS are 6 22nd WHEREAS Participant desires to utilize the DCC Services and

NOW THEREFORE in consideration of the foregoing recitals and other consideration the receipt and adequacy of which are hereby acknowledged the parties hereby agree as follows 1 DEFINITION8 Capitalized terms used in this Amendment and not otherwise defined

herein shall have the meaning set forth in the Master Services Agreement Agreement Any definitions of the following terms or substantially sirnnilar terms in the Agreement are hereby amended and replaced in their entirety for this Amendment only Amicable Percentage is the percentage used to calculate the Foreign Currency Fees

and shall equal one percent 196

Bass Rate means the Foreign Currency exchange rate used from time to time to determine the Transaction Rate The source of the Base Rate shall be a wholesale interbank exchange rate

Currency Equivalent means the equivalent in a Foreign Currency of the Transaction Price calculated by Servicers using the Transaction Rate

DCC Guls means the Dynamic Currency Conversion DCC Participant User Guide prepared by FDMS as amended from time to time

DCC Services means the activity undertaken by FDMS or a DCC Service Provider to

authorize process and settle VISA and MasterCard transactions undertaken by Cardholders at Participant s locations in the United States or United States territories 1

or other countries permitted by BAMS and FDMS involving FX Transactions For ant

purposes herein DCC Services shall include both traditional DCC as well as Dynamic Pricing

Dynamic Price means the price displayed by the Participant in the Foreign Currency selected by the Cardholder or selected automatically based on the country of Cardholders IP address which price is equal to the Currency Equivalent

Dynamic Pricing means a variation of Dynamic Currency Conversion utilized only in a cardnot present environment in which Participants offer Cardholders the opportunity to select the currency in which all pricing is displayed or quoted and is the currency in which payment is ultimately submitted to the Card Organizations or such currency may be selected automatically based on the country of Cardholder s IP address In

contrast Participants opting for Dynamic Currency Conversion display pricing in Local

Currency but offer Cardholders the opportunity to pay in their home currency a Foreign Currency

FEXCO is FEXCO Dynamic Currency Conversion Ltd registered in Ireland with registered number 246289 and having its registered office at FEXCO Financial

Services Centre Iveragh Road Kill rglin County Kerry Ireland FDMS has engaged FEXCO to be the initial DCC Service Provider FEXCO is a provider of DCC services which includes the provision either remotely via the intemet or by installation on point ofsale equipment and software supplied by third parties and used by Participants of software which has the capability of recognizing Foreign Cards and applying F oreign Currancv exchange rates to convert Card transactions from the Local Currency of the Participant to the Foreign Currency of the Cardholder s statement and provide relevant data to and from Participants and the provision of back office data capture and

treasury management services for Card transactions FEXCO may be substituted with another DCC Service Provider without notice to Participant

Foriign Card means a Visa or MasterCard branded Card issued in a country with a

Foreign Currency

Foreign Currency means the currency of a country other than the Local Currency of

the Participant

f2ftn Currency Fees means the fees payable by Servicers via FEXCO or another

DCC Service Provider to Participant in connection with an FX Transaction processed

by Servicers

TX Margin means the margin expressed as a percentage rate used to convert a

Base Rate into a Transaction Rate and initially shall be three percent 3

Transaction means a for DCC a transaction between Participant and the

Cardholder in which the Cardholder authorizes 1 the Transaction Price calculated by using the Transaction Rate to be submitted to a Card Organization for settlement in the

amount of the Currency Equivalent and ii the Cardholders account to be changed in the amount of the Currency Equivalent and b for Dynamic Pricing a transaction between the Cardholder and Participant in which the Cardholder authorizes h the Dynamic Price to be submitted to a Card Organization for settlement in the amount of the Currency Equivalent and ii the Cardholders account to be charged in the amount of the Currency Equivalent

Dual Property Rights means any and all i patents and any divisions reissues

reexaminations substitutes continuations continuationsinpart or extensions of

patents filed

or

pending applications for patents ii

or

for any

divisions reissues

reexaminations substitutes continuations continuationsinpart or extensions of

patents 110 trademarks service marks logos trade dress trade names corporate names Internet domain names and addresses and general use e mail addresses iv

copyrights whether registered or unregistered and v any other rights in the nature of intellectual property whether registered or unregistered and all applications for the same anywhere in the world including trade secrets knowhow confidential or

proprietary information database rights rights against unfair competition and goodwill

Licensed TechMftv means any materials provided by FDMS or a third party as

directed by FDMS in connection with the DCC Services including but not limited to training materials online training online guides or user guides regarding the DCC Services and those several rights assets and body of information and the Intellectual

Property Rights subsisting therein For the avoidance of doubt Licensed Technology

shall include knowhow and software provided by FDMS to Licensee and shall be considered specifications to which the dedicated software shall be conformed

Licensee for the purposes of this Amendment shall mean Participant or Participant s employees making use of the Licensed Technology or Intellectual Property Rights in order to utilize the DCC Services

Local Currency means the currency associated with the domicile of the Participant utilizing the DCC Service

Low Currency Equivalent means the equivalent in Local Currency of the amount of an FX Transaction

N Local Currency Turnover means the Local Currency Equivalent of all FX

Transactions less the value in Local Currency of all fees charges refunds adjustments Chargebacks Card Organization fees rejects and all other applicable fees and items

Transaction Price means a for DCC the original price in Local Currency that Participant quotes to a Cardholder in an FX Transaction and b for Dynamic Pricing the original price in Local Currency that is converted to the Dynamic Price upon selection of the Foreign Currency

Transaction Rate means the Foreign Currency exchange rate provided to Participant by Servic ers or their designee from time to time which Participant shall use to convert

the Transaction Price into the Currency Equivalent 2

DCC SERVICES 1 2

Servicers agree to provide DCC Services to Participant with respect to FX Transactions on the terms and conditions set forth in this Amendment The type of FX Transactions and list of supported Foreign Currencies for which Participant may Main DCC Services are specified in the DCC Guide provided that Servic ers reserve the right to remove a Foreign Currency from the DCC Guide and the DCC Services upon notice to Participant except in circumstances of a sudden and extreme fluctuation in the value of a Foreign Currency In which case Servicers may provide Participant with less than three 3 days notice For purposes of this Section 2 1 a sudden and extreme fluctuation in the value of a

Foreign Currency shall mean a six percent 6 movement in such Foreign Currency over a

two day period

2

Participant expressly acknowledges and agrees that a FDMS utilizes

the services of third parties including Affiliates processing entities and bank sponsors to 8 DCC Service provide DCC Services each

Provider b FDMS

will have the

right

to

change DCC Service Providers and c some or all of the DCC Services may be modified

from time to time by DCC Service Providers 3 2

Participant acknowledges that Participant is solely responsible for all

aspects of an FX Transaction other than the performance of DCC Services hereunder including without limitation obtaining the Cardholder s agreement to the FX Transaction

dearly and conspicuously disclosing all terms of any FX Transaction to the Cardholder including on the transaction receipt or credit voucher and complying with all Card

Organization Rules applicable to Participants with respect to FX Transactions 4 2

Settlement between Servicers and Participant of FX Transactions

including any payments by Participant for Chargebacks of such FX Transactions shall be made in the Local Currency on the basis of the Transaction Price of the FX Transaction

Funding of FX Transactions shall be separate from funding of Local Currency transactions and

shall be completed within the funding timeframe indicated in the DCC Guide or as otherwise communicated to Participant 5 2

For DCC refunds credits and returns but not Chargebacks shall be treated as independent FX Transactions and the Transaction Rate used for refund credit and return transactions shall be determined based upon the date and time of the refund credit or retum FX Transaction exposure in connection with refunds credits or returns shall be bome

by the Cardholder and FX Transaction exposure in connection with Chargebacks shall be

borne by the DCC Service Provider 6 2

For Dynamic Pricing the Transaction Rate used for refunds credits

returns and Chargebacks shall be the Transaction Rate used in the original sale

FX

Transaction exposure in connection with refunds credits returns and Chargebacks shall be bome by the DCC Service Provider 7 2

No later than the 2 day of each month Servicers shall pay to

Participant a Foreign Currency Fee equal to the Applicable Percentage times the Net Local Currency Turnover In the event the fee payable to Participant for any month is calculated to be less than 50 USD Servicers shall report the The earned but payment of the fee will be

deferred until the next month when the total fee due Participant including the current month plus any deferred amounts is greater than 50 USD 8 2

Participant

acknowledges

that

for

the

purposes of processing

Participant FX Transactions sponsorship duties under the Agreement may be delegated to s Sponsor Bank When performing such sponsorship duties Sponsor Bank OWN have the same rights and obligations under the Participant Agreement as Bank Servicers may choose in their discretion to terminate the delegation of sponsorship activities for FX Transactions to any Sponsor Bank or otherwise substitute the Sponsor Bank perfuming FX Transaction sponsorship duties without providing notice to Participant 9 2

Servicers shall be the exclusive providers of the DCC Services to

10 2

Except as expressly provided herein the terms and conditions of the

Participant

Agreement with respect to a Card transaction including the rights and obligations of Servicers and Participant with respect to such a transaction shall apply to an FX Transaction Without

limiting the foregoing Participant acknowledges that it will pay Servicers the same fees and charges in connection with an FX Transaction as it pays Servicers in connection with another

Card transaction performed under the Agreement For the avoidance of doubt Participant shag pay the same fees for chargebacks retrievals and FX Transactions as Participant pays DCC related charges under the In

for similar

non

Agreement

addition Participant agrees

that any Cana Organization fees that at any time are assessed in connection with an FX Transaction shall be passed on to Participant 12 2

Participant agrees to comply with the terms and conditions of the current

DCC Guide in connection with all FX Transactions in the DCC Services 3

USE LICENSE GRANT 1 3

In consideration of the obligations undertakings and agreement of the Participant under this Amendment GAMS shall make available to the Participant and grants the Participant a personal non4ransferable royalty4ree license for so long as the Participant is a part of the DCC Services to use the Licensed Technology solely in order to provide DCC Services to Participant or for Participant solely to provide DCC Services to consumers subject

to the terms and conditions of this Amendment 2 3

To the extent that any patent rights owned by FDMS FEXCO or another DCC

Service Provider can be read to cover the Licensed Technology each such patent right shall be licensed to the Participant to the extent necessary to allow the Participant to exercise its rights and perform its obligations under this Agreement 3

Participant shall only permit access to the Licensed Technology to such employees of the Participant as shall need to have access to the same in order to perform its obligations under this Amendment 4 3

Participant agrees not to modify adapt or translate the Licensed Technology Participant also agrees not to reverse engineer decompile disassemble or otherwise attempt

to discover the source code of the Licensed Technology 5 3

Except those rights specifically granted herein no rights or licenses express or implied are granted by virtue of this Amendment No rights or licenses express or implied shall arise from Participant s use of the Licensed Technology 4

DISCLOSURE AND CONFIDENTIALITY

The Licensed Technology and any documentation concerning the Licensed Technology as

well as any oral information exchanged by Participant and Servkxrs about the Licensed

Technology shall be considered proprietary information of Servicers Participant agrees to maintain in strict confidence Servicer s proprietary information disclosed to it pursuant to this

Amendment 3

WARRANTIES

Participant warrants and represents that a Participant possesses full power and authority to

enter into and perform this Amendments and b Participant will not incorporate contribute or

otherwise combine with the Licensed Technology any software or documentation that requires

as a condition of use modification and or distribution of such software that other software

incorporated into derived from or distributed with such software be i disclosed or distributed

In source code form ii be Itcensed for the purpose of making derivative works or iii be redistributable at no charge S

TERMINATION 1 6

This Amendment can be terminated in conjunction with or separate from the

Agreement The termination of the Agreement shah however effect a termination of this Amendment

62

This Amendment will terminate immediately if FDMS s license from FEXCO or

another DCC Service Provider terminates 3 6

If Servicers suspect that Participant is not following Card Organization Rules or any other required procedures with regard to the DCC Services Servicers may in their ads

discretion do either or both of the following a immediately cease processing Participant s DCC Transactions until such time as the Participant verifies compliance to Servicer s

satisfaction or b terminate this Amendment immediately 4 6

Participant shall have the ability to terminate this Amendment for the reasons set forth in the Agreement Servicers shall have the ability to terminate this Amendment For any reason upon thirty 30 days notice to Licensee Immediately upon a breach of confidentiality by Participant

Immediately upon a breach by Licensee of the use restrictions contained herein

with regard to the Licensed Technology and For the reasons set forth in the Agreement or otherwise in this Amendment

Upon termination all licenses granted herein express or implied shall immediately terminate and Licensee shall return or provide written certification of destruction of all proprietary information upon the written request of Servicers 5 6

Participant may terminate its participation in the DCC Services and Servicers

may cease to offer the DCC Services to Participant with resped to the Cana Organizations i

without cause upon not less than thirty 30 days written notice to the other party or ii immediately upon written notice to the other party if Participant or S Mcers determine that continuing to utilize the DCC Services as provided herein will violate any applicable law or any

provision of the Card Organization Rules Termination of Participant s participation in the DCC Services by Participant or Servicers shall not relieve Participant from any of its obligations set forth in this Amendment 7

GENERAL PROVISIONS

FEXCO other DCC Service Providers FDMS and Sponsor Bank are direct and intended third party beneficiaries to this Amendment and may enforce their rights directly against Participant S

INDEMNIFICATION UABIUTY 1 8

Servkmrs agree to indemnify Participant with respect to Services provision of

the DCC Services as and to the same extent as Services indemnify Participant with respect to Services performed by Services pursuant to the Agreement Additionally with respect to the DCC Services FDMS is a third party beneficiary to the limitation of liability provisions contained in Section 5 2 of the Agreement For the avoidance of doubt FDMS lability shall be limited to the same amount and to the same extent as Servicers limitations set forth in the

Agreement

2 8

In addition to Participant s liabilities under Section XI of the Master Contract D connection with an FX Transaction including any alleged misrepresentation or deceptive or unlawful trade practice and alleged failure to obtain the Cardholder s agreement to the FX breach of Transaction of Participant shall be liable for claims damages or losses resulting from its ads or omissions in or a

any

s obligations Participant

under this Amendment

9

CONTINUATION

The Agreement shall continue in full force and effect on the terms set forth therein except as expressly provided

in this Amendment

TELECHECK PROCESSING sf ICES Aeua ENO T THIS TELECHECK PROCESSING SERVICES AGREEMENT CAg eerrrnrf is auawtsd by TELECHECK SERVICES INC

CTelsCheck and the FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF TREASURY Qap hn r TELECHECK AND DEPARTMENT AGREE 1

1

Background Separate TelaCheck Participation Agreements Servloes Provided Under ToleCleck Participation Background TeleCheck and the Department are eh aft We Agreement In order to establiah terms and conditions

pursuant to which TelaChadc will provide catch electronic Muds transfer services to Participants domed bdov4 in connection with processing the Participanrs check based payment transactions Section 215 322 Florida Statutes artnorhtss and arcouages certain state entitles Including vAvxA Hmltadon the Judkial branch units of local goveim mere and other stall agencies to accept eluirontc funds tannsfers Further Section 215322 Florida St AN provides that to Departrneht may develop or approve contracts for the acceptance of such electronic lands ftubm and that aide entitles may receive true payment processing services related to such electronic Muds transits upon those terms and conditions m approved by

Depot

Tel M Is a provider of electronic Muds v fer nmim related to deck based payments

and Is Capable of performing such services according to the tarns of this Agreement 2 1

Separate TeleCheck Participation Agreements This Agreement provides Participants a stardardizad am of tarns that may be adopted pursuant to Section 215 322 Florida Statutes between TeleCheck and eligible entitles such entities collectively P ftpsrW and each a Pardtclparw that waecuts a TeleChac k Participation Agreement defined below Participants may adopt the terms and conditions set forth In this Agreement by executing a TeleChsck Participation

Agrasrhent the form of which is set forth in Wgj ff to this Agreement with TeleCheck Each TeleCheck Paticlpation Agreament is a separate agreement between the OPpNCable Participant and TelsCheck that kgaWatas the lams of this Agreement Amardrerds to this Agreement cornedlute amendments to the Te Ch m Participation Agreements union

such arnahhknents 613GOIC y state otherwise FOR THE AVOIDANCE OF DOUBT EXCEPT FOR THE INTENDED BENEFIT OF THIS AGREEMENT PROVIDING A STANDARDIZED SET OF COMMON TERMS PURSUANT TO WHiCH PARTICIPANTS OBTAIN TELECHECK S SERVICES DEFINED BELOW THE DEPARTMENT IS NOT A PARTY TO ANY OF THE TELECHECK PARTICIPATION AGREEMENTS NOR WILL IT BE DEEMED SUCH THE DEPARTMENT

RECEIVES NO SERVICESLARY PURSUANT TO THIS AGREEMENT AND NO PARTICIPANT IS A PARTY OR INTENDED UNDER A TELECHECK PARTICIPATION AGREEMENT EXECUTED BETWEEN TELECHECK AND ANOTHER INDEPENDENT PARTICIPANT NOR WILL IT BE DEEMED SUCH EACH TELECHECK PARTICIPATION AGREEMENT CONS71MES AN INDEPENDENT SERVICES AGREEMENT BETWEEN TELECHECK AND THE APPLICABLE PARTICIPANT THIRD PARTY BENEFi

3 1

Selection of Services Provided Under TelaMadk Partidpatbn Agraarents Amendnant of TeleChedk Participation Agrownerntr Pursuant to their TelsCheck Participation Agreements participants may elect to receive all or any subset of the Services provided under this Agreement TeteCbadc Participation Agreements will Idatiy the SsMcae that each Participant agile and may Include supplemental or additional terns related to the spook Savkm selected by a Participant or that address unktue needs that a Participant has with respect to its Services I

2

De inidons The following definitions apply within this Agreement ACH Network meant the Automated Cwwft Howe Network a procesaft and delivery system that distributes and setles electronic Mot transfers Au thortnNon means the acknowledgement provided electronically or in writing by a Consumer for each Warrarnty Transaction or VeAAcaton

Transaction respectively that autiMUSS processing the Warranty Transaction or Verification Transaction at an eledronic

fund transfer and is required by the NACHA Races or other applicable Legal Requaramanns both as delksd in Section 15 1

CkW moos any claim demand directive suit or other proceeding notice damage agmnm pnoludi ng reasonable WWs fees assessment tune or liability of any kind CBP Aut1wrizedon Recstpr Is an Authorization specific to a s CBP Warranty Transaction or CBP Verification Transaction as applicable that conehts of tit Conelrnses recorded elactrordc or otenetse verbal aufhorizabon for each CBP WerrarNy Transaction or CBP VerfNcation Transaction permitting the creation of a phone check and Its conversion into an electronic Mot transfer or remotely cremed check CBP VerMkNion TraneactlorW Is a type of VerMfcatiom Transaction In which a payrnaht a uvb gd by a Consumer in a telephone communication initiated by Consumer with Participant is Processed under this Agreement as an electronic 11cnd hanefar or remotely created shack C8P Wananly Th eaction is a typo of We Transaction in which a payment authortmd by a Consumer canMot a telephone communication kttiated by Com ww with ParNdpent Is processed under this Agreement transfer remol created clock Check 21 or

Act mserhs

g for tits 21

collectively the Chad

Century Act and its Regulation CC Check Ceahkhg Varlllaon Tra naacdW it a type of Verification Transaction inpresenting which the the Itemcheck is m a check payable to the Consumer writing the check N a goverrnnat check Consumer payable to the 0 company P or

a

expense reirribirewrat or rWHrj dfcal insurance

rokrnbarsement deck payable to the Consumer presenting the check and is processed order this Agreement at a standard paper check COD Vertilcation Ttaresrctbn b a type of VSditatbm Transaction in Wfnich Participant obtains a pro approval for an Item that WIN be pv W as a payment for a Consumers purchase or goods or services that are delivered

remoWy by Participant to the Consumer e g a transaction In Which a check It provided for payment upon delivery of goods to a bcation other than PBWPanrs retaN location and ON is processed under this Aproei enht as a standard paper check

ConNOW means a person or entity that authoAzes or presents an Item as payment for a transacom ECA 1

Authorisation Receipt Is an Authorization specific to an ECA Warranty Transaction or ECA Verification Transaction that consists of a receipt signed electronically or in wrlllhp by the Consumer permitting the conversion of their check Into an electronic fund transfer or remotely Created Check MCA Verification Transecdor1 Is a type of VwMcation Transaction in which a payment initiated using a standard deck is processed under this Agreement as an elacira is Hard transfer or remotely created deck ECA Warranty Transaction is a type of Warranty Trarsactim In which a payment Initiated using a standard check Is processed under this Agreement as an electronic fund trans or remotely created check MMpoelt Transaction is a type of payment transaction In which a payrtent initiated by a Coinsurer providing Partlotpant with a paper Check as payment for goods or services is processed under the Addendum as an electronic fund burster E

Deposit image Is a legally su Mdent Image of a deck submitted by a Corsurer to a Participant as payment for goods or swvlm that may be processed through the banking system under the Check 21 Act B4 epodt Maximum means the

total dollar amount permitted per EDeposit Transaction as ad forth on the Fee Schedule ICA Audwhation Rw W is an Authorization specific to an ICA Warranty Transaction or ICA Verification Transaction as applicable that consists of an electronic authorization provided by a Consumer via the Irdemat that permits processing an electronic fund tranger against the Consumers demand deposit account ICA VenNleatlon Transaction Is a type of Verification Trarsacdan In which a is processed uder this Agreement as an elecbork Rind payment Mated and authorized by a Consumer via the Inter

transfer or remoley created check ICA Warranty Trensacdon is a type of Warranty Transaction In which a payment in I P and authorized by a Consumer via the Internet Is processed under this Agreement as an electronic fud transfer or remotely created check Item meens an outstanding financial obligation arising pursuant to a check or electronic Amt

transfer processed Laing the SeMces provided by TeleCheck under this Agreement Lockbox Audwbxdon Notice is an Aut horizadon specific to a Lockbox Verification Transaction that consists of a notice given to a Corsu mer that thek check may be converted to an electronic fund transfer or remotely created deck Lockbox Verification Transaction Is a type of Verification Transaction in which a payment Initialed using a paper check sent to Partldpant s drop box trough the US mail or other delivery is processed under this Agreement as an electronic had transfer Meg Order Verification Transaction is a We of Verification Transaction in which a payment Initiated using a paper check sent to Participant through the US mall e g a catalog order Is processed under this Agrasrrent as a standard paper check TeWhw

Merchant ID means the identification number assigned to Pacfidpant by TeleChecic that identMes the Participant and the Participant location am which a transaction is initisisd for processing by TeleCheck Paper Verif orlon Trarowdon is s

a typs of Verification Transaction in which a payment initiated icing a paper check is processed under this Agreement as a standard paper check Paper Warranty Transacdon Is a type of Warranty Transaction in which a payment I Mal P using a paper check Is processed under this Agreement as a standard paper check TileCheok Participation Agreement means the Participant Agreement between TelsChec k and each Parkipent dint elect to receive the Services as described therein POA Authorisation Recelpt Is an Authorization specific to a POA Verification Transaction that consists of a receipt signed electronically or in writing by the Coraurner permitting the conversion of their deck Into an electronic fund

transfer or remotely created check POA VerMation Thonaolloe is a type of Verification Transaction in which a payment Initialed using a atandand check is processed under this Agreement es an electronic tut tranew or remoley created deck Pro 21 Veriflcallon Trarswilon Is a type of Verification Tra sadion In which a payment I ttlated using a paper check sent to Parddpw is drop box through to US mail or any other delivery method is proeeaed under this Agreement Pro 21 Loekbox Image is a legally sufficient Image of a do submitted by a Consumer to a Participant as payment far goods or services that may be processed under the Check 21 Ad delved In Section 13 1 Return Item mains any Item that is dishonored retuned reversed charged back or otherwise unpaid by a Consumer s financial institution upon presentment for payment regardless of the reason or timing Return Nam Fee means the fee or w arnplary damages assessed on a Return Item In the mvdmun amount slowed by applicable Legal Requirements ParlicipaM means the State of Florida as act forth In the caption of this Agreement Participenra Accourrt means a

demand deposit account maintained by Participant at a US bmicial Institution that Participant opera in connection with the Services Particlpent Parties meant Participant and its offers directors wroVeea shareholders agents and attorneys participant Returned Payment means any financial obligation owed by Pa u m pursuant to this Agreement

which is not paid by Partidpant s financial InsWrtion TelaChock Approval Code means the indicator banarreed by TeleCheck to Participant notifying Participant that TeleCheck has a eut orized an Item for warranty coverage in connection with a Warranty Transaction or b performed risk analysis on the Ram submi led as a Verification Transaction and that two Is reasonably low risk that the Ram will become a Rehm Item TeleCheck Panties means TeleCheck and its

officers directors employees shareholders agents and attorneys TRP Audwrbstion Raceipt Is an Authorization sped le to a TRIP Verification Transaction that consists of a written authorization provided by a Consumer Chet permits processing an electronic fund transfer against the Consumer s demand deposit account TRP Vedflation Maaknurr means the total dollar amount permitted per TRP Verification Transaction as eat forth on the Fee Schhadurie

TRP

VerMcation Transacdon Is a type of Verification Traraaction In which a payment Initiated and authorized by a Consumer Is processed under this Agreement as an electronic hand transfer or remotely created deck Verification TransaodW means a contemporaneous payment transaction Initialed by a Consumer becme n Participant and the Consumer that is processed using the risk analysis and settlement services provided under this Agreement Werranly 111 M mars 1

the total dollar amours permitted per Warranty Transaction which may be deelgreted by specific productlservlcs as set

forth on the Fes Schedule Warranty Trensectionn means a contemporaneous payment trans cdon initiated by a Consumer between Participant and the Consumer that is processed and subject to vwrrarny services under this Agreement 3

Services Provided to Pardelperrt

A 3

Wrranty Services TeleCheck will provide Participant with m coded information to assist it in detamNrwg whadw to accept an Item QQ processing services and M certain warily services for Rem that campy with the applicable warranty

requirenwnts below collectively the Warranty Services together with Verification Services tailed below the Servloeso

2

all as specifically ad forth In this Agreement TeleCheck warrants the accuracy ofthe Won don it provides to Participant in

connection with an Item processed using the warranty Services when TeleCheck Issues a TebChm Approval Code and so

long as the Item meets all applicable warranty requirements TeleCheck has sole discretion to determine wha her or not to Issue a TaleChsck Approval Code TeleCheck s obligation to purchase each Wanenty Transaction hem that received a

TeleCheck Approval Code met the warranty requirements and became a Return item a whit not exceed an amount equal to

the Warranty Maximum and b will not exceed In any event the amount of the Return Nam PARTICIPANTS SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE INFORMATION WARRANTY CONTAINED IN THIS PARAGRAPH WILL BE THE RIGHT TO REQUIRE TELECHECK TO PURCHASE RETURN ITEMS THAT MEET THE WARRANTY

REQUIREMENTS AND FOR WHICH PARTICIPANT RECEIVED A TELECHECK APPROVAL CODE Patldpard is not adhorined to use the Services in connection with any trans m conducted In whole or in part over the Internet or In any non facestodace transaction except as specific provided for in this Agreement Pastidpwt will not resell the Services to any third party This Agreement is solely between Participant and TeleChack and during the Term delnsd bebwl

Participant will process all of the its it recelves at locations receiving services under this Agreement from Consumers as payment for Participant s goods or services using TelaCheck s Services prior to accepting such Items 1 3A

Each Warranty Transaction Participant submits to TeleCheck for processing under this Agreement will comply with the

requirements listed below Acki flonal requirements unique to spedllic Warranty Services are detalled within h

The check Is a first party Item drawn on the Consumees account at a US financial institution payable to participant

Gp

Participant a submitted the Item to TebChedc in accordance with TebChwXa operating procedures

b sUbmitted the check s MICR magnetic Ink character recognition tine information and Co eu eras

pica

iderdnication type and number c obtained a sirngle TeleCheck Approval Code for each Item and d did not perform the Warranty Transaction In manner that attempted to avoid the wsrrenty requirements or Warranty Maximum as more fully described in Section 3 vi frhdudkng through spAt sales The Warranty Transaction represents an obligation of the Consumer at the point of sacs no phone mall or Internet transactions except as allowable for Internet Check Acceptance as set forth herein for goods or asrvloes

sold milted or rendered for the price of such goods or services The Warranty Transaction is not a Transaction for credit cash or payment on an existing debt credit account or check skeady due to Participant that Is not reasonably tied to Participant s services p e a payment due at the end of a billing cycle for services rendered since the and of the Immediately preceding billing cycle Is not a prohibited transaction for a debt credit accord or check already due hr

The data of the check end the ECA Warne ty Transaction are within one 1 calendar day of a the date to Item was submitted to TeleCheck for processing and b the dale the transaction actually occurred Hems may not pw data or postdate the date they are submitted to Tels ftck for processing and the transaction date by more than one day

v

The ECA Warranty Transaction Is not subject to any stop payment dispute or saW unless do to fraud that Is not

VI

vii

subject to a chargeback under Section 3 vi

Participant has no reason to question or notice of any fact cineunetanee or defame that would Impair the validity or wNedabiUty of On Consumer s Item or relieve the Consumer from liability for it and

participant agrees to cooperate in good faith with TeleCheck to promptly identify Consumers that hays flied bankruptcy and noliled Participant of such bankruptcy

2 3A

ECA Services TeleCheck will provide Participant with Its Electronic Check Acceptance ECA check based payment processing services that convert eligible paper checks to electronic fund transfers and accompanying warranty services ECA Swvkde which term Is incorporated within the tern Services 1 2 3A

Each EGA Warranty Transaction Participant submits to TeleCheck fo processing under this Agrosmed will

comply With the fol owing requirements m pi Ill Iv

v

2 3A

The name of the Consumer Is imprinted on fie check by the check manufacturer

The Consumer signed an ECA Authorization Receipt that authorized dsbiling ib account and the amount to be debited for each Item submitted to TsbChm for processing as an ECA Warenty Trasadlon The amount of the ECA Warranty Transaction entered into the TNsChedc system and the anoint on The ECA Authorization Receipt match exactly and do not exceed the We Maximum

The chsclk to which the ECA Warranty Transaction relates a has not been used in arry other transaction b Is voided on the front by the Consumer or Participant dukg processing and c is retuned to the Consumer at the point of sale during processing of the ECA Warranty Transaction and Participant posted the notices required to aWMIze the ECA Warranty Transaction and the Return Check Fee In a prominent and conspicuous location and provided a copy of such notices to the Consumer as

directed by TeleCheck and required by applicable NACHA Rubs Regulation E aid Legal Regttremente ECA AkAhorizatim Receipt Participant will i maintain a dopy electronic of physical of each signed ECA Authorization Receipt for a minimum period of two 2 years from it data of the ECA Warranty Trasaction or for the Period Peclled by the NACHA Rules whichever Is longer i deliver a bgibls copy physical or electronic of the ECA Authorization Receipt to TeleCheck wiWn seven 7 days of TO s request and 01 permit Chack 3

TalsChack to audit Participant upon ten 10 days written notice during normal business Fours and at s expense for compliance with this requirement TeleCheck 3 2 3A

ECA Initiated Paper Warranty Transaction Requirements In some Instances ECA Warranty Transactions that are initiated for processing as an electronic tired transfer may be approved and processed as a paper check or

remotely created check Each ECA Warranty Trarsedloh Participant submits to TeleCheck for processing under this Agreement that Is processed as an ECA lni dW Paper Wwranty Transaction WIN comply with the following requiremers m

The check is completely and properly toted out The name and address of the Consumer is Imprinted m

the check by the chalk manufacturer If a P O Bore Is used or an address Is not imprinted by the check manufacturer a physical address which may be a rural routs or highway location number Is written on the check acoordirg to TaleCheck s operating proosdures p 1111

The Conerr uses signature In the signature block on the check Is not substantially different from the name imprinted on the check or the signature on the ConsurnWs identification when provided for verification

Psrtlelpenra TeIeChedk Merchant ID the Consumer s telephone number inducting area code

Identification type and number and T Whedc Approval Code are all printed or written an the check M

according to TeleCheck s operating procedures The amount shown in words and figures on the Check Is a less than or equal to the amount enlened Into

the TelsCheck system or b no more than 1 00 over the amount entered into the TeleCheck system and does not exceed the Warranty Maximum and v

Parlldpsnt deposited the check in Participant s Account and upon the check becoming a Rehm Kern TeleCheck received the Return Item for purchase within thirty 30 days of the date that Participant originally received the check Further Participant s linandel kmft tlot must send the Return Item to

TeleCheck for purchase after presenting the Item for payment only once p e Items may rat be send to TelsCheck for purchase In connection with warranty services after re presentment whether paper or electronic

3 Paper Services TeIeCheck wW provide Partidpw t with Its paper check based payment processirig and accompanying 3A warranty services Paper Sendoes witch

term is

Incorporated within

the term

Services

Each Paper Wamsrdy

Transaction Participant submits to TelaCheck for processbg under this Agreement will comply with the following requirernerhts

m

The check is completely and properly filled out The nena and address of the Coneuner is imprinted on the check by the check maruxfacturer If a P O Book Is used or an address Is not imprinted by the check manufacturer a physical address which may be a rural route or highway location number Is written on the check

10

The Consumer s sWwWm In the signature block on the check is not substantially different from the nerne

1i

imprinted on the check or the signature on the Consumers identification when provided for verification Participenrs TeleChack Merchant ID the Consumers telephone number Including arse code Identification type and number and TeleCheck Approval Code we all printed or written on the check according to TeleChadk s

1v

The amount shown in words and figures on the check Is a lass then or equal to the amount entered Wo the

according to TeleCheck s operating procedures

operating procedures

TOeCheck system or b no more titian 1 00 over the amount entered Ito the TeleCheck system and does not exceed the Wanenly Maximum wr

Participant deposited the check in P Mdpw is Account and upon the check becoming a Rehm Item TeleCheck

receives the Rehm Item for purchase within thiry 30 days of the date that PwWpent originally received the check Further Participant s llnandal instibAlon must send the Return Item directly to TelsCheck for purchase after presenting the stern for payment only once p e Items may not be sent to TeleCheck for purchase in

connection with warranty services alter repreaanbnsnt whether paper or electronic 4 3A

ICA Services TelsCheck will provide Participant with tit Internet Check Acceptance pCA electronic check based payment processirg services that allow Consumers to Mists a paymerd via the Internet as an electronic fund transfer and

accompanying warranty services CICA Services which tern is Incorporated within the term Services 1 4 3A

Each ICA Warranty Transaction Participant submits to TsleChecc for processing under this Agreement will comply

with the following requirements p 1i

The Consumer provided an ICA Authorization Receipt that authorized debfiirg its account and the amount to be debited for each Item submitted to TeteChm for processing as an ICA Warranty Transaction

The Consumer provided Its nano physical address no P O Box telephone number including area code date of electronic check authorisation check number check type personat or business MICR magnetic Ink character recognition line Irdormatioh i e bank MLOM and account number and Identification type and number as required by the webeft

The amount of the ICA Warranty Transaction entered Into the TeleCheck system and the amount on the ICA Authorization Receipt match exactly and do not exceed the Warranty Maximum

4

Qv

Participant authenticated the Consumers Identity employed vabsits se and Internet session sassily

standards performed Internet security audits end posted notices required to process the ICA Warranty Transaction and any Retum Chock Fes s as required by applicable NACHA Rules Regulellon E and Legal Requkements 2 4 3A

ICA AuthodzaUon Rocco Participant Wit p maintain a copy electronic or physical of each ICA Authorization

Receipt for a minimum period of two 2 years horn the date or the ICA Warranty Transaction or for the period specilled by the NACHA Rules whichaver Is longer N dam a M We dopy physical or dedrwdc of the ICA Aut wdution Receipt to TalsCheck wlthkh seven 7 days of TeleChaWs request and 10 panic Te sC m to

audit Participant upon ten 10 days wrifien notice during normal business hours and at TeleChecirs e pense for compliance vAth this requirement 3 4 3A

ICA Webeft Notation POICIPat WIN note the avabbilily of the ICA Services on lts wabslts indu ding the

TeMCheck logo on the point of sale andfor the Checkout pages provided the location size and duration of such notation vAI be M Participant s acts discretion

5 CBP Services TeleChedc YA provide Participant we lts Checks By Phone CBP phone check payment processing 3A services that slow Consumers to Witialft Payments via the tdeplane as electronic fund transfers and accompanying

warranty services CSP Services which tern is Incorporated wfthin the term services 1 5 3A

Each CBP Warranty Transaction Participant submits to TeleCheck for processing under this Agreement will

comply with the fallov tg requirements m

The CBP Warranty Transaction did not result from Participant initiating an unsolicited telephone call to a

cal

The Consumer provided a CBP Authortzation Rocco that verbally authorized debiting Na account and the amount to be debited for each Item submitted to TelsChadc for processing as a CBP Warranty Traaactbn

01

The Consumes provided ft name Physical address no P O Bcol telephone number Including area code dale of phone cheek authorization check number check type personal or business MICR

Consumer Will whom Participant had no prior relationship

magnetic ink character recognition line Info nvMon p e bank Muti g and account ntmbef and

ply w

2 5 3A

Idenftafbn type and number according to Teischecies operating procedures The snout of the CBP Warranty Transaction entered into the TeleCteck system and the amount on the CBP Authorization Race match exactly and do not coaxed tie Warranty Maximum

Per t oompNed Wthh the applicable Proviskms of the Federal Trade Commission Tebmsrkdlg Sales Rub 16 C R Part 310 as may be amended and provided the notices required to process the CBP F Warranty Transaction and ary Return Check Fee s es required by apPNcabb NACHA Rules Regulation E and Legal Re wnerts

CBP Authorization Recefpk Participant Wit p maintain a copy electronic or Physical of each CBP Authorization Receipt or a copy electronic or physical of the wrttien notice provided to the Consorter cxnfirmkg lts verbal authorization of the CBP Warranty Transaction Item for a minimum period of two 2 years from the date of the CBP Warranty Transaction for the period sPwAsd by

or

lhhe NACHA Rules wttctevar is

khnger

deliver a

legible copy physical or dedronle ofthe CBP Authorizstion Receipt or written caftmation notice provided to the Consuner to TeleCheck within seven 7 days of TeleCheck s request and M Penult TalsCheck to auxin PaMdpwt upon tat 10 days written notice during normal business hours and at Tele jw s expense for

compliance wNh thle requlromert If Participant ebds not to make a recording of the Consumers verbal authorization for its CBP Warranty Transaction Item Participant wN provide the Consumer we vurkten notice corn dng the Cwhsamers verbal authorization of the CBP Warranty Transaction Item in such iormat as

TeleChedc requires prior to settlement of the Item NotwNhhstandbg the requiremente of this Section U TeIaChedc provides Consumers with the written confirmation notices required in connection with CBP Warranty Trw cWm Parddpaf 1heltsM Participant

on

s

not be responsibls for maintaining records of the CBP Authorization

Rsodpb or ceptes of the written notice conArmations 3A6

Assignment

of

Wwrariy

Transactions

By

execution

of tide

ree Agment

SIGNS SIGNS TRANSFERS AND

CONVEYS to TdeChsck aN of Participant s rigfhta title and Interest In any Warranty Transaction that TeleCheck processed wKW this Agreanent that p eompNed Wt h the applicable warraty requtemenb 1 received a Te Checic Approval Code and N became a Return Item Participant agrees at s TeWCheck request to take any action reasonably deemed necessary by TebChedt to aid in the enforcement of such rlghb

7 Proeesalrhg Notices Retum Item Fears Participant will post and Provide such notioea nduding any updates to Consumers 3A tiet TOWJ e Itdkxtes are required Pursuant to the NACHA Rules Regulation E or other applicable Legal Requirements

In order for TdeChedc to process Partidpanrs Items and collect any applicable Return ltem Fees as dedronic Arid transfers paper draft or othenvrlss Further Participant wilt asseas a Return Nan Fas on all Ream Items which TeleChedc

VAN be entitled to coNect and retain from Consumers

5

8 3A

Goodwill of a NonCompNsnoo item TelsCheck In Its solo dbC oft may elect not to chargeback or reassign a specific

Rein that becomes a Retum tan and that is riot subject to warranty services because it falls to comply with tie applicable warranty requirements set forth in fhb AgreaneoL Such disoroll nmy election by Te Chedk will not 1 constitute a course of dealing or a waiver of TeloCheck s right to c horgeback or reassign any other noncompliant Return Item or 11 prevent TeleChedc from charging back or reassigning any other past or subsequent Rd Item related or unrelated

9 3A

Updating Infamnatlon Participant agrees to promptly nobly TeleCheck if any Consumers make a payment to Participant in coeactlon with any Rehm item that Is subject to warranty services under this Agreement return any goods associated therewith or otherwise canal any services represented thereby in such manxhsr that the Return Item is fully or pwdaNy satstied and to identify such Consumers

3B

Verification Services ToleMock will provide Participant with 1 coded Information to assist ti In determining whether to accept an item and N processing services collectively the Vernanflon Services all as specifcafy set forth in this Agreement THE SERVICES ARE NOT CHECK WARRANTY SERVICES TELECHECK S ISSUANCE OF A TELECHECK APPROVAL CODE OR ACCEPTANCE OF AN ITEM FOR PROCESSING IS NOT A REPRESENTATION OR WARRANTY

BY TELECHECK THAT THE ITEM WILL NOT BECOME A RETURN ITEM TELECHECK HAS SOLE DISCRETION TO DETERMINE WHETHER OR NOT TO ISSUE A TELECHECK APPROVAL CODE AND MAY REFUSE TO PROCESS ANY VERIFICATION TRANSACTION SUBMITTED BY PARTICIPANT UNDER THIS AGREEMENT PARTICIPANT WILL BE

SOLELY RESPONSIBLE FOR THE DECISION WHETHER TO ACCEPT OR REJECT ANY ITEM AS PAYMENT FOR ITS PRODUCTS OR SERVICES PARTICIPANT ASSUMES ALL RISKS THAT ANY OR ALL ITEMS IT ACCEPTS AS PAYMENT AND THAT WERE PROCESSED USING THE SERVICES MAY BECOME RETURN ITEMS WHETHER OR NOT TELECHECK PROVIDED PARTICIPANT WITH A TELECHECK APPROVAL CODE EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT TELECHECK WILL HAVE NO LIABILITY TO PARTICIPANT FOR RETURN ITEMS

OR IN CONNECTION WITH CONSUMERS AND PARTICIPANT WILL BE SOLELY LIABLE FOR ANY LOSSES RELATED

TO RETURN ITEMS Parddpant Is not authorized to use the Services in connection wvith any transaction conducted in whole or In part over the Internet or in any non face to transaction except as specifically provided for In this Agreement Participant WR1 not resell the Services to any third party This Agreement is solely between Participant and TeleChecic and during the Term donned below Participant will process all of the eligible Items it receives from Consumers as payment for s goods or services ueirg TeleChecies Services prior to w w pdrg such Items Parddpent

1 3B

Each Vsrf icadon Transaction Puadclpant submits to TeleChedk for processing under this Agreement will comply with the

requirements Rated below Additional requirements unique to specft Verification Services are detailed within p

The Item a Is based on a first party check drmm on the Consumer s account at a US financial Institution and b is payable to Participant and

pl

Pwbdpw t a submited the tern to TeleCheck In accordance with TdoCheWs operating proceduroa b scbmKad the chedes MICR magnetic Ink character recogrildon tine information and Consumers klentifcatim type and number and c obtained a single TeleMock Approval Code for each Item

2 38

ECA Vertitation Services TeleChack will provide Participant with Its FJedrodc Check Accsptancs ECA check based payment processing services that comfort efglble paper checks to electronic fund transfea ECA Veuh Rcat on Swvf r

Which term Is Incorporated within the term Services 1 2 38

Each ECA Vertitcaton Transaction Participant submits to TeleMeek for processing under this Agreement will

comply with the following requirements p

The Item Is a properly filled out and b represents an obligation of the Cmww at the point of sale no phone mail or Internet transaction for goods or services sold rolled or rendered for the price of such

goods or services ply

The Consumer signed an ECA Authorization Recut that eudhort ted debiting its account and the amount

ON

to be debtiad for each Item submined to TWoMedk for processing as an ECA Vedikattlon Trarasctlon and Participant posted the notices required to authorize the ECA Verification Transaction and any Return Check Fee In a prominent and conspicuous location and provided a copy of such notices to the Consumer

as dtected by TeleChhed and required by applicable NACHA Ruses Regulation E and Legal Requirements

2 3B

ECA Authorization Receipt Partidpant will p malntaln a copy siectranic of phydcat of each signed ECA Authorization Receipt for a mom perlod of two 2 years from the date of the ECA Ver fcadon Transaction or

for the psdod specified by the NACHA Rules whichever is forger illy deliver a IsgNhle cry Opial or electronic Of the ECA AkMorindm Receipt to TeleChsck within seven M days of TslsClhoWs request and pit gem

TeleCheck to audit Participant upon ten 10 days written notice during normal Wlinees hours and at TeleChedrs wgmnse for compliance with this requirement 3 2 38

ECA inklated Paper Verification Trarsacom Requiroments In some instances ECA Verticedon Transactions

that are Initiated for prooessing as an electronic fund transfer may be spprovsd and processed as a paper check

u

Ve

as an

TeleChedc for processing Pwtidpwt rapex Verification Tra osct on will comply with the submits to

EcA

8

g requkement The Item Is a property filled out and b represents an obligation of the Consumer at the point of sale no phone mail or Internet transactions for goods or services sold ranted or rendered for the price of such goods or services 3 38

Paper Verification Services TeleCheck will provide Participant with its paper check based payrnert processing services CPapsr VeMMfcaMon SONtse which tern Is Incorporated within the term Services Each Paper Verification Transaction Participant submits to TeleChack for processing under this Agreement will comply with the fogowing requirements The Item

Is a properly filled out and b represents an obligation of the Consumer at the point of sale no phone maN or Internet

transactions for goods or services sold rented or rendered for the price of such goods or services

4 ICA VarMcatlon Services TeleCheck will provide Parkipard with Its Internet Check Acceptance ICA electronic check 36 based payment processing services that allow Consumers to koala a payment via the Internet as an electronic fund transfer CIC4 Ver flcadon Services which term is incorporated WWn the term Services

1 4 313

Each ICA Verificatlon Transaction Participant submits to TaleCheck for processing under this Agreement will comply with the following requirements A

The Item represents an obligation of the Consumer for goods or services sold rented or rendered for the price of such goods or services

lip III

The Consumer provided an ICA Authorization Receipt that authorized delA ng Its eocaamt and the amount to be deblbd for each Item submitted to TaleCheck for processing as an ICA Verification Transaction and

Participant authenticated the Consumers identity employed webstie security and Irgemst sesslon sqM

standards performed Internet security audits and posted notion required to process the ICA Verification Transaction and any Return Check Fee s as required by applicable NACHA Rules Regulation E and Legal Requirements 2 4 3B

ICA Authorization ReoelphL Partlapant vNll M maintain a copy electronic or physical of each ICA Authorisation

Receipt for a minimum period of two 2 years from the dais of the ICA VerYkation Transaction or for the period specAled by the NACHA Rules whichever is longer N deliver a legible copy physical or slactronc of the ICA Authorization Receipt to TeisCheck within seven 7 days of TaleChwWs request and lit permit TelaChack to audit Participant upon ten 10 days vritlen notice during normal business hours and at TeleChecles expense for compliance with this requirement 3 4 3B

ICA WebsNe Notellom Participant vW1 nob the availability of the ICA Verification Services on Its website including

the TaleCheck logo on the point of sale arWor the checkout pages provided time location sae and duration of such notation will be at Participants sole discretion 6 3B

CBP Verification Services TeleChack will provide

Participant

with Its Checks By Phone

CBP

phone check payment

processing services that allow Consumers to initlate payments via the telephone as electronic fund transfers Cl3P VerfibWon Ser4ase wMmktr term is incorporated within the term Services 1 6 313

Each CBP Verification Transaction Participant submits to TeWheck for processing under this Agreement wail

comply with the following requirements p

The Item represents an obligation of the Consumer for goods or services sold rw M or rendered for the price of such goods or services

Qt

The CBP Verification Trenseedw did not mud from Participant initiating an unsolicited telephone call to a Consumer with whom Participant had no prior relationship The Consumer provided a a CBP Authorization Receipt that verbally authorized debiting Its account and the amount to be debited for each Item submitted to TeleCheck for processing as a CBP VerMcation Transaction and b submitted Its name and MICR magnetle Ink character recognition line information e bank routing and account number according to TaleCheWs operating procedures and i Participant compiled with the applicable provisions of the Federal Trade Commission Teiemakefing Sales Rule 16 C R Part 310 as may be amended and provided the notices req ured 10 process the CBp F

iii

IV

Verification and any Return Check Fee s as required by applicable NACHA Rules Regulation E and LegalTransaction Requkernsnts 2 5 38

CBP Authorization Receipt Participant wrlN f7 maknbkn a COPY electronic or physicaq of each CBP Authorization Receipt or a copy electroric or physical of the written notice provided to the Consumer conlirmirg Ns verbal autiodzabon of the CBP Verification Transecow Item for a minimum period of two 2 years from the date of the

CBP VerNkation Transaction or for the period specilled by the NACHA Rules vditw4w Is lenger i deliver a legible copy physical or electronic of the CBP Authorization Receipt or written codrmatlon notice provided to the Consumer to TeleCtack vWdn seven 7 days of TebChwJes request and ill permit TeleCtack to audit Participant upon ion 10 days written notice during normal business hours and at TeleCheck s expense for

compliance vdlh tlis requlremerl If Participant elects not to make a recording of the Consumers verbal authorization for Its CBP Verification Transaction Item Participant vNN provide the Consumer Wth written notice

confirming tie Consumer s verbal authorization of the CBP Verification Transaction Item In such format as 7

Tais hack requires prior to settlement of the Reim NWAthstandkg the moraments of this Section M TeWheck provides Consuners with the written ccontlrmation notices required In comedion with CBP Verification

Transactions on Participanes behalf Participant wAl not be responsRrle for rnakdahing records of the CBP Authorization Receipts or copies of the written notice confirmations

6 38

Lockl Verification Servkes TelaChedk viM provide Participant with Its paper check based payment processing services for checks delivered by Consumers to Partidpar s lodcbou via US mall courier or other means Tockbox Ver2fcatlon Services which tern is Incorporated within the term Services 1 6 38

E Lockbox Verification Transaction Participant submits to TeleCheck for processing under this Agreement will M comply with the following requirements i

The Item is a properly filled out and b n prasents an obligation of the Consumer for goods or services sold rented or rendered for the price of such goods or services

ii

The check was sent to ParddpeM through the US mail or otherwise delivered to Par icipart s drop box are

Iii

The Consumer was provided with a Lockbox Authorization Notice that is effective for each Rem Participant submits to TeleCheck for processi as a Lockbox VerMcation Transaction and the Consumer did not Indicate to Participant that the check was not to be converted to an electronic fund transfer

2 8 38

Lockbox Authorization Notice Participant will I maintain copies electronic or physiceQ of Its Lockbox Authorization Nodoe s for a minimum period of two 2 years from the date of corresponding Lockbox Veriffimhon

s or for the period specified by the NACHA Rules whichever Is longer 0 delver a legible copy of Transacdon the nay be physical or electronic Lockbox Authorization Notlos s to TeleChsck within seven 7 days of

s request and iii permit TeleCheck to audit Participant upon ten 10 days written notice during TeleChecik normal business hours and at TeleChacWs expense for compliance with this requirement

7 313

Mail Order Verification Services TeleCheck will provide Participant with Its paper check based payme processing services for checks delivered by Consumers to Participant via mail order e g catalog orders Malt Order VerbReatkn Services which term Is incorporated within the berm

Services

Each Mal Order Vend

on Transaction Participant submits to

TeleCheck for processing under this Agreernerd will comply with the followig requirement The item bl a properly filed out and b represents an obligation of the Consumer for goods or services sold rented or rendered for the price of such goods or services

8 3B

COD Verification Services TeleCheck will provide Participant with Its paper check based payment processing services that allow Participant to obtain a pre approval for a chsdc that a Consumer will provide as payment for the purchase of goods or services that Participant will delver remotely to the Consumer e g a transaction in which a deck is provided for payment when building materials are delivered to the Consumer s work sibs COD Veuilfcation Ssrvkse which term Is Incorporated within the term Services Each COD Verification Trarsaclon Participant submits to TeleCheck for processing under this Agreement will comply with the following requirements Q

The Rem Is a properly filled out and b represents an obligation of the Consuner for goods or services sold rented or rendered for the price of such goods or services and

pq

To obtain a TeleCh m Authorkadon Code for a COD Verification Transaction Item Participant will reed to estimate the frelght and handling charges and include these charges In the amount of the COD VwHkakon Transaction item when submitting R for processing by TelaCheck The amount of the COD Verification Transaction Rem must be

within ten percent 1016 of the amount submitted to Telechedc for processing

9 38

Check Cashing Verification Services TeleCheck will provide PerficIMA with its paper check based payment processing services that slow a Consumer to obtain cash beck for a check it presents to Participant Check Ca q Vedamoon

Services which tam Is Incorporated within the term Services Each Check Cashing VedligUon Transaction pwbdpant

submits to TeleCha for processing under this Agreement will comply with the fol nAft requirement i

The check is a first party check completely and property tiled out payable to the Consumer writing or presenting the check that Is a drawn an the ConsunWs account at a US fmwx al institution b a goverrsnerit andiy check or c a company payroll expense reimbursement or non medical Insurance reimbursement check

10 PDA Verification SeMeas TelsCheck WAN provide Participant with Its check based payment processing services for ctedks 38 that are provided to Participant for payment an a Consunsr s account that Is tied to a Participant Issued branded or co branded credit card POA VerMical on Services which term Is Incorporated within the term Sam

1 Each POA Verification Transaction PaRidpant submits to TeleChectk for processing under this Agreement will 10 38 comply with the following requirements

The Item Is a property filled out and b is fo psyment on an aftlirng account on Wit a balance is owed that Consumer maintains with ParUdpw t and that is tied to a Participant Issued branded or co branded credit card and

6

01

Ii processed electronically the Consumer signed a PDA Authorization Receipt that authorized debiting its

account and the amount to be debited for each Item submitted to TeleChw for processI ng as a PDA Verification Transaction

2 PDA Authorization Receipt Participant will m maintain a copy eleebu to of physical of each signed PDA 10 38

Authorization Receipt for a minimum period at two 2 years from the data of the PDA Verification Transaction or

for the Period specNled by the NACHA Rules whichever Is bngo M deliver a bgible copy O cel or electronic of the PDA Authorization Receipt to TelsChedk vWM seven 7 days of TelsCheck s roquset and NQ permit TelaChw to audit Participant for compliance with these rwMrernents

11 Pro 39 21 Lockbox Verllicatlon Services TeleCheck will provide Participant with its paper check based payment processing

services for checks that are delivered by Consumers to Paritdpw fs bckbox via US mail courier or other means but which may not be settled using the ACH Network Pro21 Loddrour VeriYtca ion Ssrvicer which term is kuoorporaMd Wit the

tens Services

1 Pro 11 313 21 Lockbox Images that Participant provided to TelsChec k for processing wW be submitted by TeleCheck through the bansft system to obtain payment from the Consumers account Telemock will process Pro 21 Lockbox Images wing the Images subnAted by Participant and Participant authorizer TeleChec k to deposit the 21 Lockbox Images that Participant submits Into TeleChock Pro s financial inatlbAlon account TeMCheak

Aocovnf In order to obtain payment for the Pro 21 Lockbork Images through the banidng system Folknft deposit of Pro 21 Locklm Images Into TeleChwcies financial Instfbrtlon account and uAwdesion of the Images to the banking system for processing TdWJW k will receive payment for the Pro 21 Lockbox Images from s financial Intitutiors and than promptly credit Participant Consumer s Account via electronic fund transfer for the

payments received In connection with Partickmets Pro 21 Lockbox Images that TdeCihack submitled through its

financial institution account for payment via the banking system

3B 11 2 Participant Will maintain all Physical checks corresponding to the Pro 21 LocklM Images that it submlb to TeleCheck for at least 21 days and will be responsible for depositing those checks in the event TdeCheek advises Participant that the corresponding Pro 21 Lockbox Images were not capable of being processed under the Check 21 Act

3 TELECHECK MAKES NO REPRESENTATIONS OR WARRANTIES THAT A PRO 11 38 21 LOCKBOX IMAGE CAN OR WILL BE SETTLED FOR PAYMENT PARTICIPANT ACKNOWLEDGES THAT IMAGES SUBMITTED TO

TELECHECK WHICH ARE NOT LEGALLY SUFFICIENT UNDER THE CHECK 21 ACT ARE NOT ELIGIBLE FOR SETTLEMENT THROUGH THE BANKING SYSTEM PARTICIPANT FURTHER ACKNOWLEDGES THAT IT MUST MAINTAIN ALL PHYSICAL CHECKS CORRESPONDING TO THE PRO 211 LOCKBOX IMAGES IT

PROVIDES TO TELECHECK FOR AT LEAST 21 DAYS FROM THE DATE THEY ARE PROVIDED TO TELECHECK FOR PROCESSING IN ORDER FOR PARTICIPANT TO PHYSICALLY DEPOSIT THE CHECKS THAT MAY NOT BE SETTLED USING THE PRO 21 LOCKBOX SERVICES FOR TRADITIONAL PAYMENT PROCESSING THROUGH THE BANKING SYSTEM

12 TRP Verificetlon Services TeleCheck wtil provide Participant with Its TeleChedk Remote Pay TRP electronic check be 38 payment Processhmg serMces that slow Consumers to Initiate single or periodic recurring prearranged payment and deposit transactions by exeeuui V a TRIP Authorization Receipt process such transactions as electronic fund traurefers and provide accompanying Verification services TRP Swrvtae wtft tern is Incorporated within the term Servios TRP Verification Transaction Requirements

1 Each TRP Verificetlon Transaction Participant submits to TelsChedk for processing under this TRP Addendum vAN 12 3B compgr with the lotiowkmg requirements 1 Iii

The Consumer provided an TRIP Authorization Receipt that authorized debiting Its account and the amount to be debited for each Item submitted to TeleChsclk for processing as a TRP Verification Transaction and

Participant authenticated the Consumers identity employed webs security and interne session security Transaction and any Return Check Fee s as required by applicable NACHA Rules Regulation E and Legal Requirements standards performed Internet security audits and posted notices required io process the TRP Verilicetlon

2 TRP Authorization Receipt Participant will Q maintain a copy electronic or physical of each TRP Akhthodzetlon 12 3B

Receipt for a minimum period of two 2 years from the data of the TRP Verification Transaction or for the period sPacmed by the NACHA Rubs whichever is longer 0 deliver a legible copy physkrol or electrode of the TRP Amdhcdzatlon Receipt to TeleChoc k within seven m days of TdeCheck s request and IN perk TdoChedc to audit Participant upon ton 10 days written notice during normal business hours and at TeleChecies expense for cornpAance with this requirement

13 EDeposit Services TeleChack will provide Participant with Its check based payment Moasing servioes that convert 38 eNgibie Paps checks to E 0eposft Images that may be settled via electronic fund transfers 74 spoafi Ser which tern Is incorporated wAlhin the twin Services

9

1 13 38

Each EDeposit Transaction that Participant submits to TeleCheck for processing under this Agreement will comply with the fallowing requirements O Ip

The Nam represents an obligation of the Consumer for the purchase or payment for goods or services provided by Participant for the price of such goods or services PaMdpwt has no reason to question or notice of any fad cimmTotance or defense that would Irhpair the

vatirtily or collectability of the Item that Participant submits to TelsCheck for processing as an EDeposit Transaction

00

Participant will not submit and has not submNNd the EDeposit Transaction item to TeleChedc for

authorization and processing under any TdeChec k warranty service that Partldpent receives am

TaWhec k in the event Participant submits the E Deposit Transaction item for warranty processkq it wiM

constitute a violation of TdeCheck s

Operedng

P

urns and warranty requirements and TeleChec k will

not warranty such Items whether or not a TeteChec k Approval Code was provided to Participant and Iv

Parddpent complied with Applicable Law

2 EDeposit Images that Participant provides to TeleChsdc for processing will be submitted by TelaCtsck through 13 3B the bankng system to obtain payment from the Consumer s account TeIsChec k w O process EDeposit Images using Images submitted by Participant and Participant authorizes TeleChec k to deposit Participant s EDeposit Images Into TeleCheck s financial institution accounttt TalleCheck Account In order to obtain payment for the E Deposit Image items through the banking system promptly

EDEPOSIT SERVICES ARE NOT PAYMENT

WARRANTY SERVICES AND ARE ELECTRONIC SETTLEMENT SERVICES ONLY TELECHECK MAKES NO

REPRESENTATIONS OR WARRANTIES THAT AN EDEPOSIT IMAGE CAN OR WILL BE SETTLED FOR PAYMENT PARTICIPANT ACKNOWLEDGES THAT EDEPOSIT IMAGES SUBMITTED TO TELECHECK WHICH ARE NOT LEGALLY SUFFICIENT UNDER THE CHECK 21 ACT ARE NOT ELIGIBLE FOR SETTLEMENT THROUGH THE BANKING SYSTEM PARTICIPANT FURTHER ACKNOWLEDGES THAT IT MUST MAINTAIN ALL PHYSICAL CHECKS CORRESPONDING TO THE EDEPOSIT IMAGES IT PROVIDES TO TELECHECK FOR AT LEAST 21 DAYS FROM THE DATE THEY ARE PROVIDED TO TELECHECK FOR

PROCESSING IN ORDER FOR PARTICIPANT TO PHYSICALLY DEPOSIT THE CHECKS THAT MAY NOT BE SETTLED USING THE E DEPOSIT SERVICES FOR TRADITIONAL PAYMENT PROCESSING THROUGH THE

BANKING SYSTEM TeWftc k will have no liability to Participant fir any Item processed as an EDeposit Transaction that subsequently becomes a Return Rem and will not make any payment to Participant for losses due to EOepoek Transactions that we properly processed through the EDeposit Services PARTICIPANT ASSUMES ALL RISK THAT EDEPOSIT TRANSACTIONS MAY BECOME RETURN ITEMS REGARDLESS OF

THE REASON OR TIMING Participant will be fully responsible to TeleChec k for payment for all EDeposit Transactions that become Return Rams and Te Chec k may debit Participant s Aceourd or deduct or offset all E Deposit Transactions that become Return Items against any amounts owed to Participant

14 Processing Notlew PwWpwt will post and provide such notices Onduding any updates to Consumers fist TeleCh ec k 38 Ihdicd a are required pursuant to the NACHA Rules Regulation E or other applicable Legal Requirements In order for TeleChsck to process Participenra Items 4

Chargeback TeleChec k may c argebaek any Warranty Transaction I processed as a cl aclk electronic fund transfer or

remotely created check or reassign any paper check or Item to Participant that R purchased in any of the following circumstances

O

The goods or services n whole or In part for which the Item was Issued have been returned to Participant have not been delivered by Participant or are subject to any stop payment dispute or setoff

ii

Participant received full or partial payment or security in ary form to secure payment of the Item or the goods or services for which the item was issued were Initially delivered on credit or under a lease

ill

The Warranty Transaction is for any reason void or Invuld applicable Legal Requirements prevent the purchase by or transfer of the Item to TeleChecK or a court of law determines that the Item Is In whole or in part not due and payable by Consumer unless such determination results from a bankruptcy proceeding

ov

Any of the applicable warranty requirements for Warranty Transactions set forth in this Agreement are breechW

v

Participant failed to comply with this Agreement

vi

Participant or any of ft owners agents or employees a materially Wared the Item or Authorization b processed the Warranty Transaction with reason to know or should haws reasonably known that R was Itikeiy to be dishonored Oncluding failure to receive a TeleChedk Approval Code or that the identiRcedon used or signature provided to the extent an IdentMcation or signature Is required under the applicable warranty requirements was terged or did not belong to the Consumer or c processed the Warranty Transer Na in a manner which was an attempt to avoid the

wsrr requirements

or

Warranty Maximum

Knowledge will be presumed It the presence of facts or

circumstances which N known would cause a non subscribing merchant using cwfunercially reasonable judgment

to independently refuse to accept an Nan Koo is also presumed where them is evidence of Partk9paM s attempt to avoid warranty limitations through manipulation of transactions Induft 4 but not limited to the splitting of a single transaction Into smatter components or resubmission of a previously denied transaction 10

vil

A duplicate Item raided to the same transaction was recehrod and processed or In the case of a Warranty Transaction processed as an electronic Rind transfer the check gw g rise to the Item was deposited thereby creating a duplicate entry against Consumer s financial trntltullon account

vl

The closeout of any batches it applicable or trarwmipiah of Warranty Transactions to TeleCheck for settlement

processing did not occur vrldnkh seven 7 business days or such timelne that Is spsd9Caly ant forth In the vwnranty requirements Rom the dab the TeleChedc Approval Code was Issued for the corresponding Warranty Transactions ix

The Consumer disputes authorizing the item or the validity or accuracy of a debit made to the Cornurnar s mdal

Institution account in connection vNth a Warranty Transaction except in the case of a tiraud committed by a third party using a Consumer s check or x

Any Authorization required by the NACHA Rules Regulation E or applicable Legal Requirements was Incomplete unsigned or Participant failed to provide TeleChec k with a legible copy of the Authorization vMWn seven 7 days of a request for ft

Participant will Immediately notify TeleChock If Participant has Knowledge that any of the above circumstances has occurred In connection with a Warranty Transaction TelsChedc may debit Participant s Account or offast amounts

due Participant in the amount paid by TaleChsck for any Warranty Transaction that Is reassigned or charged back

under this Section or promptly upon request Pardalpart vcl remit the amount of the Item to TelsCheck TeloChock may visa charge back to Participant any amount over the Warranty Maximum on any Warranty Transaction for which

TeIeChedk has not received payment from a Consumer or a Consraner a financial Institution within sbdy 110 days of

ft data of the Warrardy Transaction Upon reassoft charging back or charging back any amount in connection vft an Item TeleChedc will have no AiMor liability to PaAclpent for the item Participant vrill continue to boar full responsibility for any chargebacks and adjustments made under this Section Maw expiration or bm mdan of this Agreemert b

Electrorhle Funds Transfer Processing

1 5

Funding TeleCheck will credit each Warranty Transaction and or Veri kstlon Transaction processed under this Agreement via electronic fund transfer as part of a batch reedit to Participant s accoual TeleCheck wit tA ay credit Participant s account v dn two 2 banking days following a for hostbased processing TeleCtm k s receipt and acceptance of

s completed Warranty Transactions and ParddpaM or Vedllc abon Transactions before 9 00 p m Central Time 3 00 p rr Control Time for ICA Warranty Transactions ICA Vedficatlon Transactions CBP Verification Transactions or CBP Warranty Transactions each processing day or b for batch processing altar PwIcIpor t sr Wer close out of Its poknj ofsole

s TelaMeck termtsl s rarsipt and acceptance of Partkipent s saved completed Warranty Transactions and or Verilkardon

Transactions before 9 00 p m Central Time batch processing Is not applicable to ICA Warranty Trwosdona ICA

Val ifficadon Transactions CSP Verification Transactions or CBP Warra my Transactions TELECHECK RESERVES THE RIGHT TO DECLINE PROCESSING ANY TRANSACTION AS A WARRANTY TRANSACTION AND RESERVES THE RIGHT TO DECLINE PROCESSING ANY VERIFICATION TRANSACTION AS AN ELECTRONIC FUNDS TRANSFER

TelaCtsck may intdacle any necessary adjustment to Participant s Account for Items processed as Warranty Transactions or Verification Transactions Inducting without lh tadw chargebacks or partial a and simer TabCheck may recover the amount of any ntmartb made to Participent s Account in connection vNth an Item In the even the adjusbnat was made at Participant s request or as a result of a Participant error and the Item beoomes a Rohm Item TeleChedk may Woo recover the amount of any fees from Participant that a Consurner paid to Its financial institution as a result of adjunbnerts made to an Item due to a Participant erns 2 5

Account Reconciliation In the event any Warranty Trwwadlon and or Verification Trarsacdons Is not funded or otherwise

paid by TeleChsck in accordance with this Agreement Partidpwt roust notify TeleChedc In writing of such talure widen

thirty 30 days from the date of the Warranty Transaction and or Vertpcstim Tarsadbrm TeleChedk wit have no liability

to Participant and it is preduded from asserting any Balms damages or losses against TaieClscK If Participant does not no TefeChec k of a falure to fund or otherwise pay a Warranty Transaction and or Venlflcation Transactions within such thirty 30 day period 6

Equipment

1 6

General Participant may purchase pointof aado equipment and or associated peripherals collectively Equonwr or TeleChock may base Equipment to Participant under a separate lease agreement for use in connection with the SerAces provided under this Agreement TeloCheok will retsh tide to Equipme t leases to Participant provided Participant bears the entire risk of loss for owned or leased EW Pment Parddpontnt will returnn based Equipment to TeleCheck ordinary wear and tear excepted upon termination or a Man of this Agreement TeleChedc veil replace or repair Equipment at s request subjad to the Fees set font In Attachment Price Schedule of the Mosier Confracir If TeleCtsck Participant Provides replacement Equipment to Participant via mad or other dstMary WAN Pardcipo t must room its dsfekdive based Equipment to TebChw vdihin twenty 20 days or Parddpant veld be donned to haw purchased the detective leased Equipment and VA be billed for ti Pardcipard vll not permit anyone other than authorized repmeentsdves of TeleChedk to

adjust maintain program or repair leased Equipment Any telecommunications equipment e g routers that TelsCtscic 11

provides to Participant In connection with the Services will remain TeleCheck s property and will be rebrned promptly upon termination or wooden of this Agreement Participant YA Install all product updates to the Equipment Its software or firmwers within thirty PM days of recxhAng the updates from TeloCheck 2 6

Equipment Sollwars Firmwere License TeleCheck grants to Participant and Participant accepts a noreraiusive non assignable and nontransferable li nited license to use the software and mwere provided with tte Equipment provided Participant will not m aspen the Equipment software or firmware outside the US Qt copy or use the software firm isre or

doc mentatim provided by TelsC heck with the Equipment tit sublicense or otherwise transfer any portion of such software f ntrAwe documentation or the Equipment Qv afar change reverse engineer docomple diseseemble modify or otherwise create derivative works of such software firmware documentation or the Equipment v remove or spar any Intellectual property or proprietary notices markings legends symbols or labels appearing on In or displayed by such softwrers firmware documentation or the Equipment 7

Temp Termination Suspension

1 7

Tenn This Agreement will be eflbcOve on the data it ts signed by the Deparlment such date the EflitcOW Dais and cell wdend for a term of 5 years M I TenW union earlier temninated as provided for herein This Agreement may be renewed for up to 6 years or any portion thereof the rRwmvaf Term upon wrfton nonce from the Department to TeleCheck received at least ninety 90 days befan the and of the then current Renewal Tenn The Initial Tern and any Renews Tenn are refened to as the TsrW of this Agreement and each year of the Term is a Servos Year

2 7

Contingency Termination for Non AppmpdOon Operairg Procedures Particlparres performance under this Agreement is contingent upon an annual appropriation by the Stale of Florida Legislators Participant may temni ate this Agreement upon nicety 90 days writixn notice or such shorter time period as N reasonable practicable under to circrnslances for Parldperd to TdeCheck in the event W the Sift of Florida Legismkis does not approve the annual appropriation requited in connection with Participant contracting for the Services received under the AgreemoM or M charnges to the requirements cantaknd in

a operating procedures or intellectual property guidelines as described in Section 16 Checic Te 5 and Section 16 2

resp@cW cause a material c angs to a Parndpant s ability to campy with the tern of No Agreement or b Participant s costs and expenses associaled with use of the Services under this Agreement 3 7

Termination for Brach Insolvency Either party may tampnab this Agreement N the other Q materially breaches a representation warm nty term condition or obligation under this Agreement and fags to cure the broach within

thirty 3 days after receiving written notice of ft or N s Is diasolvad become insolvent generally fails to pay or admits in writing Its general inability to pay its debts as they become due b mattes a general assigrmad arrangement or composition agreement with or for the benefit of b creditors c Also a pa on In bankruptcy or IrWhAes any action under

federal or state law for the retlef of debtors d seem or consents to the appoinirnent of an for receiver custodian or sWar ofndal for the wind up of Its business or a becomes the subject of an Invoksrtary pentlan in bankruptcy or cry Involuntary proceeding related to Inoivon cy receivership iqukiadon or composition for the benefit of aeditors and such proceeding is riot dismissed or stayed w WM it 30 days 4 7

Termination for NonParfomnance TeWheck may tsrminale this Agreement Imm ixilat ly N Q either party s perfomance of Its obligation or Partidpent a use of the Serwtoes violates any Legal Requirements Qq Participant fags to pay any amount

due and payable within live 5 days of written notice of such fsiure or 01 Participant fails to fund or maintain Its Reserve Account deiced below upon Its implementation 5 7

PatTo minationlExpiratiom Following termination or eviration of this Agreement Participant w11 remain noble for Q aN

chargebacm adjustmernts and Return Items that were processed In connection with the Services provided under this Agreement prior to the termination or worstim hereof go fees and other amounts due Tele Nck under thin Agreement

N resolution of any disputes for which Participant Is obligated or liable that arise In connection with Waco Transactions

or Verification Transactions processed under this Agreement Qv broach of its representations or warranties under this and

Agreement The financial consequence of tsrrnination of this Agreement will be TeieCheck s loss of ally revenue that would have been generated from ongoing provision of the Services after the effect date of any such termination

6 7

Suspension TeleCheck may with as much notice as Is commercially practicable suspend all or a portion of its Services

immediately If Q Participant materially breaches Its obligations under this Agreement Qf Participant falls to soft any

amounts due In aonredhon with Warranty Transactions andhw Verification Transactions Including amounts for which

Participant Is liable related to ChergebsCka acQustments reassigned tuns or Return items iii Participant fags to pay any

amounts due folow i g recelpt of written demand therefos under Section 9 Qv Participant materially breactes the procedures related to subn ft items for Services under thie Agreement and fags to we any of the foregoing items

Q through ho within throe 3 days of revelft nonce a SnapwWm NaMcel from TsleCteck v TeleChsck reasonably

determines or Its ODFI as dslked In the NACHA Rubes delawkum that an excessive amount of Return Items are

oocrnlrg In connection with processing ParthipaWs Werrardy Transactions and or Verification Transaction vi TeleCheck reasonably detemnles that other questionable activity related to fraud or risk analysis Is occ rft In convection with Partidpanrs Warranty Transactions and or Verification Transactions or Nq as requited by applicable Legal Requirements 7

Effect of Temninatlon Suspension Continuing the Services and Anxii g Warranty Transaction and or Verification

Transactio ding any period of Pardcipenra delinquency will not constitute a waiver by TeleChock of its tights to suspend

or terminate this Agresmant or any other rights under this Agreement Termination or suspension of Services will not affed 12

TeleChecles right to recover any amounts for which Pwldpw t is Noble or obligated under his Agreement Paticipents may Bled to Continue to receive Integrated Services as dslled in the TaWjw Participation Ag esrrards under their respective Tele0voc c Perticipailm Agreements fofimft term nation of this Agreement as long as the Participant has complied with Florida procraamant laws4 rules and regWations and has provided waitlen notiot to TelsCfeck as ad forth In the k Participation Agreement and the term of this Apraarnent will survive as described in the TebChedc Putldpsdm TebChs Agreements 8

Fees

1 8

FNS Fee Amendments Participant will pay TeleChadc the tees and dwW cotlectivaly Few for the Strviose ad forth In Attacarwt 8 Price Schedule of the Master Contrac including applicable sales use excise or other taxes whether

federal state or local however designated which are or may be levied or Imposed with reaped to the Services Participant Is currently a tax exampt entity Participant will not pay or reimburse ToWA k for Income or employment taxes Imposed upon or saparatey Payable by TeleCheck for No employees agents subcontractors or MNiatas participant Wnovtedgw that m TabChack an the Pa rticipants may elod to i lograft the Fess within the Individual TokChedc Participation Ag may terminate an individual TelsChack Participation Agreement in the event the Few set frth ant do nott Agreement Agree the sconornIcs and Asks associated with the Integrated Services as set forth In the h In do t 7n o

n

2 8

Fee DeflNNons The following defirltions apply to the Few Correction FN is the amount charged for each Item that ToWAvock must correct due to Participant error or at PartidparCs request inquiry Rate is the percentage rate which will

be apPNed to the facie amount of each Item submitted to TeWhedc for processing Inquiry Rata Fen Is the amount equal to the product of m the Inquiry Rate multiplied by il the face amount of each Item for which an autrorizatlon kxpft Is made to TeIeChedc and is the amount charged by TeleChedc to Participant for each Item submitted to TeleChedc for

Processing under this Agreement whetter or not TeleChecc su th arhm the Item INonttdy Connedlvity Fee is the amount charged per month in order to maktakh a virtual private network or other connection between PartlCWS and TeleChadrs Information technology systems to enable processing in connection with the Services MNonddy Minimum FW Is the minimum amount charged to Participant each month for procxaskrg the Item N submits to TdeChadc in condedbn with the Servicm tithe total amount of Inquly Rate Few and Transaction Fees for any month is Was than the Monthly Minimum Fee then the Ma Minimum Fee will apply for the month and Participant will be billed for the dflisrence between the

Monthly Minimum Fee and the total amount of Inquiry Raft Fen aid Transaction Fees that TelsCheck bftd durin that

month 8 P FN is the charge for Initial a and Initiation of tie Services 8 Fee Is a monthly fee for handling PwWpanrs account Pwddpart Req uested O perator Call Fee or GROG is an additional charge per Participant in connection with processing or Verification Transactions t and PaiU d M FN b the large Application chaApplication Application Upa essisted eel Initiated operator

a

per bmy al for each oocssW that a terminal application update Is made available for addidorel features different infomatbn or regulatory compliance 71rareactlon FN Is the amount charged for each Item submitted to TeWJ a for Processing under this Agreemant whether or not TelaChtak authorizes the Item PartldpaM will also be msp xW for Paying far any PW 0aale supplies e g Paw and ink for Equipment rubber stamps etc related to the Services ihat it obtains ftn TeleChwk VerMcoMm Mandmurn means the total dollar amount permitted Per yerMcatbn Transaction which may be designated by specific producUsenrlce as set forth on the Fee Schedule A 9

Payment of Fees TeleChedc will invoice Its Fees to PatfdPaM monthly and as required by Section 287 a Florida 058 Slatules Few are Incurred and calculated on a par transaction basis upon Participant submitting a transaction for

processing under this Agreement Few are calculated Pursuant to the terms of this Agreement aid the Fee Schedule set forth In gghMft 0 hereto Monthly kwokxs reflect the Fees Incurred for the prior montlh s transactions that were submitted and processed Under thta Agreement AN Fen are due upon recxlpt and payable within forty five 46 days of Inroloe sa further set forth in section 213422 Florida SWAss Participant authorhas TaIsChedc to debit all amounts due under this

Agreement fig vriBwul Wisdom all Rdum Items delinquency des Participant rhtcmed payments aid any other

amounts owed by Participant and to aet8t all amounts for seams processed Under this Agreement via deelonie fund barstsr If

there are Isullicient fiords in PerildponCs Account to pay amounts owed under this Agreamat Patidpant wen reimburse TebChe e amounts or at TeWhoWs upon demand for these option TeIeChedc may offset ci e recoup amounts against wry amounts TeleCheck or Its ofll istes owe to Participant under this Agreement or any other agreement between Participant and TefsCheck or Its 811111des A delinquency charge of one percent 1 per month or fie Interest PAY celculefed by PaNdpat Pursuant to Section 213422 FlorWa Sh tubes whidever is lower will be added to the outstanding balance of any dolimuent a000unt Continuing Services and funding Warranty Transactions during any period of n

or

delinquency will not constitute a walver of TateChedes rights of suspension or termination 10

Financialcurrently and Other Information Audited and unaudited financial 2 fttotlon forState the Department and various ParUdports isble to through of

Is

ava

with Information about

access

s Florida

webelle

In addition Participants will provide TeleChedc

s business Participant

ess and Compliance with the terms this Agreement as TeleCheck reasonably

requests or that may be required by the NACHA Ruin or other applicable Legal Requirements TeleChedc may obtain financial and credit Information about Participants from third parties in connection with determining whether to accept this Agreement and in connection with ongoing evaluation of a PaAidpWo Menial arid cradtl status 11

Reserve Account Intentionally Omitted

12

Confidential Information Information Security 13

1 12

Cordidential Information

Confidential k matiW means the information and trade secrets described in Section

4 Florida Statutes WW pursuant to such statute Indlude formulas patterns compfiations programs devices 002 688

methods techniques or processes that a derive Independent econonk value actual or potertiai from not bake generally known to and not being reedit ascertainable by proper means by other persons who can obtain economic value from their

disclosure or use and b are the subject of efforts that are reasonable wrier the circumstances to maintain thew secrecy Confidential Infamaton does not include kftmation watch p is or becomes part of the public domain s was already known to the receiving party prior to its disclosure 1 is WA obtained from a third party wlthout obligations of cordldentidity pv Is Independently developed by the receiving pally or v Is oomvdw excluded under the terms of this Agreement 2 12

Disclosure and Use Restrictions Subject to compliance with the requirements of Section 119 Ficdds Stattin and as limited by Section 688002 4 Florida Statutes n one of the Department TalsCheck or a Participant oil disclose reproduce barwin nor use the other parts ConlidentMd Information except p as necessary in connecion with providing or using the Services 1 as specifically allowed under this Agreement or pit to the extent necessary to comply with Legal Requirements or a valid court order provided the disdosing party must rate reasonable eflots to natty the other party prior to disclosure unless such notification Is prohtbled by Legal Requirements or a valid court order so the other party may seek a protective order or otherwise prevent or lirdt disclosure of Its Confidential Irdbrrnallon Each peals employees of Beet a

advisors or subcontractors with access to the other s Confidential Information will comply with the confiderdislty provisions

of this Agreement and each party vA be responsible for the performance of is employees affli t agents advisors or subcontractors with respect to the foregoing requirement Each party oil take such steps to prevent disclosum of the other s Confidential Information as it would take to prevent disclosure of its sum including at a mkdmum cornmrdaly party reasonable steps 3 12

Information Security Subjed to Participant s compliance with the requirements of Section 119 Florida Stft and

subsection 119 3 Florida Statutes each party is responsible for i the security of nonpubic or persorw Identifiable 071 information P w W Infa nallorn on the systems under its control or that Is obtained through is respective provision or use of the Services and d data security Issues arising from Its system or directly resulting tom Its use of thud party vendors or subcontractors ff cry In connection with the Services Each party oil maintain commercially reasonable information seamy practices designed to prevent unauthorized or unlawful access to use disclosure or aMeretion of

Personal Irdormation collectively a Seruft lncidenr in the event of a Security Incident Involving the other parts

Personal Information the affected party will promptly a assess the nature and scope of the Seamy Incident b identity the Personal him stion involved if any c take appropriate aleps to contain control and stop the Security Incident and d in the event Personal Info naton was compromised and it Is reasonably suspected that misuse wll resul promptly nosy the other pert of the Security Incident subject to any request by law enforcement or other gwdommw t agency to

withhold such notice pending the completion of an investigation TeleChac k Is not responsible for and doss not control third

party telecommunication Mies used to provide the Services and will not be responsible for the seamy of any transmissions using these Ines 4 12

Ownership This Agreement does not provide ether party with any right title or Interest In or to the Confidential Information

of the other party Each party will return or destroy and oerty the destruction of the other partys Confidential INamation at the request of the other party 125

Equitable Relief TelaChedc and Participant agree two may be no adequate remedy at law for a broach of the

axMdsMlaly disclosure use safeguarding and ownership requirements collectively the ConA ilaAly Requremente r related to Confidential Information or Personal information under this Agreement A breach of the Cardidentially Requirements may cause Irreparable harm such that the non brescchIng party may not have are adequate remedy at law and therefore the non breaching party may seek Injunctive relief against the breaching party in addition to any other rights or remedies avalable at taw or In equity 13

1 13

Direct Damages Indamni icadon

Participant To the extent allowed under applicable Florida law Participants will be Roble for damages to TeleCheck restctlng

from Its breach negligent acts or wilful misconduct in connection with this AgreernenL 2 13

TeleCheck TeleCheck agrees to reimburse each Participant Its aNates employees agents or represer atives for third party Claims resulting from TdeCheck s pis aRRlates employees agents or representatives l breech of any of its Obligations covenants or representations under this Agreement M gross negligence or W wiilhul misconduct

3 13

In the event of a Clain for which Indemnlicatlon may be sought under this Agreement the party to be ihdemriRsd the kxbmnMbd pW will n promptly noy the party responsible for Indemnification the lkxtnv yip party of the Claim pit ressonbly cooperate with the Irdemnifft party In the making of claim or defenses and it provide trhb matlom assist in the resolution of the Clain and make available at least ors 1 ernployee or agent who can testy regarding the Claim or

defenses The idemnffying party will upon written notice from the indemnilfed party Immediately undertake the delbnee of any such Clain with counsel reasonably satbfeckxy to the ihdemr0led party In any event the kx m ffying party will be entitled to direct the defense and settlement of a Claim subject to Indemnification with counsel reasonably satlellcfory to the kWwn ffied

14

party provided the IndernWft party will not settle any Claim allscti g the Ihdwr party to the eatenl settlement involves more than the payment ofmoney by the Indemnifying party vAvkj the Indemriled per written consent 14

Rep

errpitlons Warranties Disclaimer of Wanenses Exduslon of con segwrut I Damages Linhihtlon on

Ky 1 14

Reprosentatlons Warranties Punt and TelsChedc each represent and warrant 1 they have corpora authority to

execute thb Agreannwt pq executing thle Agreement dot not constitute a mdwW corgIM with breach or deft under any ePPIC01e L69W RegLkW neris their respective charter or bylaws or any documents agreements or attar Instruments

vl h are Mndi g upon the parties and Iu this Agreement creates veld legal and blhdtrg obligations that are enforcea is against the parties 2 14

Disclaimer of Warranties EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT TELECHECK DISCLAIMS WARRANTIES

ALL

EXPRESS OR IMPLIED INCLUDING WITHOUT UMITATiON WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THAT RELATE TO THE SERVICES PROVIDED UNDER THIS AGREEMENT FURTHER TELECHECK DOES NOT WARRANT THAT PARTICIPANT S USE OF THE

SERVICES WILL BE UNINTERRUPTED OR ERRORFREE THIS AGREEMENT IS A SERVICE AGREEMENT ANY EQUIPMENT PROVIDED IN CONNECTION WITH THIS AGREEMENT IS INCIDENTAL TO THE SERVICES PROVIDED

THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE DO NOT APPLY TO THIS AGREEMENT 3 14

Exclusion of Consequential Damages TELECHECK AND PARTICIPANT AND THEIR RESPECTIVE AFFILIATES WILL NOT BE LIABLE TO EACH OTHER UNDER ANY THEORY AT LAW OR IN EQUITY IN CONNECTION WITH THIS

AGREEMENT FOR ANY SPECIAL INDIRECT INCIDENTAL CONSEQUENTIAL INCLUDING LOST PROFITS

EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

4 14

Lknbd n of Usblly TELECHECICS AND PARTICIPANTS CUMULATIVE LIABILITY TO EACH OTHER FOR ANY

LOSSES OR DAMAGES IN THE AGGREGATE FROM ANY CAUSE WHATSOEVER RELATED OR UNRELATED IN

CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF 1 ONE MILLION DOLLARS 000 OR 10 THE SUM OF y THE AMOUNT OF FEES PAID TO TELECHECK FOR SERVICES PERFORMED IN 1 000 THE PRECEDING SERVICE YEAR PLUS B TEN PERCENT 10 OF THE AMOUNT OF FEES PAID TO TELECHECK FOR SERVICES PERFORMED IN THE PRECEDING SERVICE YEAR PROVIDED SUCH LIMITATION WILL NOT INCLUDE FEES ALREADY DUE FROM PARTICIPANT TO TELECHECK UNDER THIS AGREEMENT WHICH WILL BE DUE IN ADDITION TO ANY SUCH LOSSES OR DAMAGES

5 14

Mitigation of Damages Each party will reasonably act to mitigate Its damages

1 ti

Compliance with Law

1 15

General Participant Is responsible for monitoring interpreting and complying with all federal state or local laws rules regulations judicial or administrative decisions export laws OIICe of Foreign Assets Control of the US Department of the Treasury COFAC requirements the Fair Credit Reporting Act CFCR4 Ebcbw a Fwd Transfer Act and Is Regulation E CRegulsBon E Check Clearing for the 21st Century Ad and its Regulation CC oolectivsly the Grsck 21 Act and the NACHW Rules collectively L@W RequrYenents titre are applicable to Its business arxi use of the Sw n under this Agreement Participant will not use any merchant account created In correction with the SerAces for Begat dansackne Including without Imitation those prohibited by the Unlawful Internet Gambling Enbroemerd Act TaleChedc Is responsible

for monitoring Interpfetirg and complying with Legal Requirements applicable to Is business Its provision of the Services 2 15

and its use of Trersacilon Dan reading on Its information technology systems

Fair CreW Reporting Act FCRA7 Compliance Participant oertMes that I has a legitl na business need In convection with business transactions involving Consumers for the information provided by TeleChKk Participant certlles that the Information provided by TsbChack will only be used for permbsible purposes cruder the FCRA will not be used for employment purposes and will not be used by Participant for any pwpode attner tten ore 1 transaction between

Participant and a Conuumer Neither Parkipant nor Is agents or employees WIN disclose the resume of any irigulry made to TeleCheck except to the Consider about whom such k qt y Is made and In no event to any other person outside e orgw PWWPant on other than Is attorneys k nscsssary IF PARTICIPANT REJECTS ANY ITEM IN WHOLE OR IN PART BECAUSE OF THE INFORMATION OBTAINED FROM TELECHECK PARTICIPANT WILL ADVISE THE CONSUMER OF THAT FACT AND PROVIDE THE CONSUMER WITH TELECHECICS NAME AND ADDRESS AND ANY OTHER INFORMATION REQUIRED BY APPLICABLE LEGAL REQUIREMENTS 3 15

Changes In Legal Requirements If TeleCheck reasonably determines that its performance under this Agreement is impossible or Regal due to chargse In applicable Legal Requirements TalsChedc may request to modify or discontinue performing the Impacted olAgatons or Services to the extent necessary to avoid violating the Legal Req ivemerMs upon thirty 30 days written notice to Particip TeleChack may request to increase Its Fan to cover any additional costs Incurred In connection with complying with Charges in appticade Legal Requirements and further TeleChede may request to Mcreaee Is Fen If any toss or charges to TeleChm Increase for processing transactions through the ACH Network N

TeleCheck makes such requests and the parties are wabie to agree upon Comasponding Changes to the terns and 15

condition of this Agreement within thirty 30 days of such request ether party may terminate this Agreepent upon thirty 30 days written notice 16

Use of TeleCheck Matsidels

1 18

Acknowledgement of Ownership Llanse TeleCheck IrNematlonal Inc 7CO on affiliate of TeleCheck own the

trademarks referenced in this Section Pursuant to sulhorfntlon granted to TeWAisck by TCI TslsChec k grants to Participant a nonexdu live nonasslgnabb and nontransferable Wnlad license to use the TELECIECK TELECFECK logo and other TeleChedc trademarks and service marks

collectively

the TekChsck

within tie US and its territories

sttoct to the folovdng Paticipaid Q may use and display deals ktsntlllatlon data and otter matarias provided by TeleCheck at Participant s locations solely during the Term and solely In convection with the Services A will not permit any person other than is own officers employees or agents at Paticiparn s locations to use Its TeWhsck Merchant ID Ql will promptly cease use of the TeleCheck Marta and reprove any deals electronic flee logos or other materials kckxl g

these alfbad to entry doors or windows at Participant locations upon ternhmatiort or exrpiration of this Agreement and at its own expanse either return or destroy all such materials to TelsCheck and Qv will not create any print electronic or Internetbased materials Inducing withal kntatlon any marketing materials using any TeleCheck Marks without s prior written consent which may be withhold In TeleCheck TelsCho s sole discretion 2 18

Use of TabChac k Marks Participant ackiwaodges TCrs ownership of the TelaChedc Maria and ell not wriest the

validity of the TelsChedc Marks or the ownership thered Participant will retain from performing any acts that might discredit disparage dilute Infringe or nagelvey aBect the value of the TeleChac k Marks or constitute urdek oompelow

with TeWhedk or TCI Participant will use the TebCheck Marks pursuant to intellectual property guidelines provided by

TeleCheck as may be amended from time to time as necessary to maintain the validity andfor ownership of the TebChscic Marks subject to Section 7 2 The following will appear at bast once an every piece of advertising or promotional material created by Participant that uses the TelsCheck Marks The rApplable Mark trademark Is owned by TebCheck International Inc and Is licensed for use by Participe nt Name J

3 18

Intellectual Property Ownership This Agreement does not grant Participant with any right title Interest express or implied lance except as otherwise specilally necessay to use the Services provided under this Agreement during is Term to any patent TeWhsck Marks copyright trade secret or proprietary right associated with the Services TeWJwpc c system appl No s or business methods or those of TabChedc s alllfates or scbsidlerles required or provided in connection with the Services or arising from TaIsChack s its aMiates or subskilarles research and development activities

17

tuts Use Andytics As allowed by applicable Legal Requirements TeleCheck may use all data or other Information

relating to an Clem or a Consurner such data or information Trauactiorn Date 0 it obtains In connection with providing Its Services under this Agreement and Its risk analysis analyla and other payment proose tg services TeleChack doss not use Transaction Data to generate or sel contact Information for list services Fuller and as aWwed by applicable Legal Requirements TeleCheck will own all right title and Interest to the Transaction Data that it melrbirs on Its processing

systems TebCteck may use any credit Mbrmatlon provided by Participant to a ToWaeck ellliote in connection with

s credit review of Participant and TeleCheck may stare any experiential inkrrelon it Ines regarding Participant TeieCheck

with TabChwWs afllates

1 18

Independent Contractor Third Party Beneficiaries Subcontractors The parties are Independent contractors Neither party will have any authority to bind the other This Agresrrennt Is entered lino solely for the bawlit of rebcheck aria Participant and will not confer any rights upon any person not expressly a party to this Agreement inducing Consumers Te Check may subcontract with otters to provide Services

2 18 3 18

Publicity Intentionally Omitted

Exclusivity TeleCheck will be the nonexdusive provider of the Services to Participant during the Tenn Participant may

without limitation and without recourse by TeleChacic contract with other vendors to provide the sane or simlar services

Likewise other Stab of Florida agencies or antlfes may choose to participate or opt out as Participants sccwdkg to Section 890 of the Florida Administrative Code NoMAtlmstending the foregoing Participant wit tint provide Te OM with 30 9

days prior mitten notice and the opportunity to match the pricing and services offered by another vendor before opting to use such otter vendor for the same or similar Services and Participant shall malice that Monnalon avalabb to the entity requesting the alternate vendor 4 18

Assignment

Nether party may assign this Agreement without the other s prior written consent which will not be

unreasonably withheld provided consent Is not needed for Tele heck to assign We Agreement to an affSate or subsidiary or In connection with a merger acgcrislton or sale of el or substanla ily all of its assets Any assignment In violation of this Section will be deemed null and void This Agoednent will extend to and be binding Upon any permlQed successors and

assigns

18

5 18

Operating Procedures Participant agrees to use the Services In socordarice with the requitenents written poicin and operating procedures that are provided from tlrne to time by TelaChsck which may be provided by widen or other electronic

delivery means and subject to Section 7 2 of this Agreement 8 18

Choice of Law This Agreement will be governed by and construed in accordance with the laws of the State of Fbdda without regard to Its choice of law provisions

7 18

Waiver of Jury Trial TELECHECK AND PARTICIPANT IRREVOCABLY WAIVE TUEIR RIGHT TO A TRIAL BY JURY IN

ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARWl p X4KR THIS4 gp 8 18

Force Majeure Neither Participant nor TeleChac YA b e held responsible for anj delays In err 44i d 4spanalon of

SWAM

ederal

Network o Fr Resew system applicable o the raVetformance third party system inclu ft without Iinitft fellu es or fluctuations in

delay or

errorby

a

thud

through or in any

links or other equipment W any outbreak or eaaletlon of hostilities war Bois terrorism or chill disorders nl any country

strikes labor di iculttes Ike Inability to operate or obtain service for Its equipment unusual delays in transportation earthquake tire flood elements of nature or other acts of God w any act or omission ofthe other party or any government authority vQ other causes all reasonably beyond on or

0 18

bol of the impau led party

Attorney Fees Relaled to Contract Obligations Intentionally Omitted

10 Notices Except as spacithcally provided otherwise all formal notices required or permitted under Brb Agreement other than 18

those involving normal operational matters mWft to the Services will be m In writing ti sent by registered mall retum receipt requested or nationally mcoW W courier with tracking and delivery confirmation requested and 11 will be deemed to have been given on the date shown on the return receipt if sent by regiahred mail or the date shown on the delivery confirmation N sent by nationally recognized courier Notice given in any other manner will be effective when actually receh ed Notices to Participant will be sent to the following address

Notices to TeleChedc will be sent to the following address TeleChadc Services Inc Attn General Manager 5251

Wertheimer Houston Texas 77058 with an additional copy to TeleChedc Services Inc Attn Legal Counsel 5251 Wertheimer Houston Texas 77058 11 Headings The head contained In this Agreement are for reference o 18

12 Severability Any provision of this Agreement that is determined to be Illegal invalid or unenforceable will be void and lire 18

remainder of this Agreement will continue In full force and effect The parties will substitute a valid provision apprmdmatlrg

the Intent and ecoromkc etfbct of any invalidated provision

13 Entire Agreement Amendment Waiver Counterparts This Agreement Inch ng without limitaflan and as applicable the 18 TeleCheck Participation Agreements constitutes the walk agreement between TeleChedc and Participant and supersedes all prior agreements writlen or oral between the parties related to the Services The TeleChedc Participation Agreements constitute the enft agreement between TelsCheck and On Partidpanfs and supersedes a prior agreements wriiten or oral between the parties related to the Services described In the Td@Checic Participation Agreements This Agreement and the TeleChedc Participation Agresrnants include and incorporate all attached addenda schedules or exhibits hereto or thereto respecilvely Exoeph as speaftely provided otherwise In this Agreement any arnerximant to this Agreement must be In writing and signed by TeWheck and ParticipsM The words krdudhgv lrr kxW and krA cier will each be deemed

to be followed by t tens wOm t Imftibir No delay or single partial failure abandonimant or discontinuance of either

Party to exercise any right power or privilege under this Agreement will affect such right power or privilege The parties rights and remedies under this Agreement are cure ladve and not exciu0m This Agreement may be execuled in any

number of counterparts each of which Is deemed an original and all Of which togedw co sdtule one and the same

instrument Facsimile electronic or other copies of the executed Agreement are valid and effective

14 will 18 Survival of Obligations The rights and obligations of the Parties that would be Intended to survive by their nature or contend survive expiration or terrni ation of this Agreement

15 Audit Both parties agree to cooperate and provide each oiler With IMorrnation concerning their respective compliance with 18 the terms of this upAgreement as ressonably requested by the other partynatal Auditbuslr mpmft related to the foregoing will be made in writing reasonable notice and will be conducted on

during

party requesting the audit

hours and at the expense of the

18 eVer y Acknowledgement TelsCheck uses the United States federal governments eVeriy service in connection with TeleChaWs hiring practices and Its hiring policies

ftimt o e Asps Follows

17

EXECUTED FLORI

W OF FINANCIAL Y

SERVICES

TELICNECK SERVICES WC

Nems Title DoW

Nwm THW Dab

18

III tj

T

SCHEDULE

TELECHQCK SERMIES FEE 8CHEDULE See AbChMwd B TRI TN 1111217 DFS M bdww ft

SdLadde to tha Dgmtnmg Master Conlmd aimed Into dmul wm ly wile this AQnaemat p rwat to solduom DFS and Banc d Ammka Mwdtant SwWc LLC

1S

SCHEDULE B

FORM OF TELECHECK PARTICIPATION A REEMQR

This TeWheck Participation Agnsm

is

TebCbedc Paft oabbn Apsen w3f dated

20

Ellfo M Dab is between TELECHECK SERVICES INC TebCheci and INSERT PARTICIPANT NAME Aart onaf TELECHECK AND PARTICIPANT AGREE 1

Background

TeleCheck and the

Florida Department of FkwxM Services Division of Treasury Deparbrwe

sing Services apown

amended ftmm

fim ePro

oonta ni g the terms and

condi W

provision and PartiipaWs use of dedronie funds transfer services related to check based Processng Agreement 2

3

is act font In Schedule 1 to this TeleCheck

and se may be m TeNChedk

P

A copy of the

Participation Agreement

Proceeslrg Serwces Agreement Inbsgrstion The tens of the Processing Agreement are Incorporated herein provided

as Incorporated looks references to the defined tam PWtieipwe Wilbur tier Processing Agreement are deemed to be rebran es solely to Participant set forth in 90 TeleChsck Pwddpdbn Agreement and not to ft Depart meM The toms of this TeleChack Particpallon Agreement will conM in the event of any cwftd between ft terms and the terms of the Prooesskp AWOamw t Capitalized terra wed but not dented in this TdeCheck Participation Agreement have the meanings given to them in the Processing Agreement otherwise such terms have the mewl ng given looks Parties FOR THE AVOIDANCE OF DOUBT TELECHECK AND THE PARTICIPANT ARE THE ONLY PARTIES TO TENS TELECHECK PARTICIPATION AGREEMENT

THE DEPARTMENT IS NOT A PARTY TO THIS TELECHECK

PARTICIPATION AGREEMENT NOR WILL IT BE DEEMED SUCH Participant may be a party to this TeleCheck

Participation Agreement by virdre of its status as a Florida state agency or department or otherwise due to Its relationship to

the State of Florida as allowed pursuant to Seclion 216 322 Florida Statutes 4

Services TeleCheck will provide the Participant with the services that Participant chooses to receive from tla following list the marked services are colectively referred to her lne ter as the inAsgraxed Serukee and the ktegrated Services Servkes under the Processing Agreement canegUe Wartanty Services Checks By Phone Warranty Services ktanal Check Acceptance

Werra

Electronic Check Aooeptanos warranty Services Services

Paper Check Acceptance Warranty Services

VerYlcetinn Swdm Checks

Check

By Phone Verification Services

Cashing Verification

Check On Delivery Verification Services

Services

EDeposes Veriksation Services

Electronic Chw Acceptance Ver Alon Services

Intone Check Acceptance Verification Services

Lockim VeMcatlon Services

Mat Order Verification Services

Payment On Account VeAficallon Services

Pro21 Wckbax Verification Services

Remob Pay TRP Ver ficatlon Services 6

Fees The Fees described in the Processing Agreement wit apply to the Integrated Services that the Participant receives under this TeleChecic Participation Agreeme t NoWthafanding the foregoing TdeCheck and Partldpert may terminate this TslsCheck Paradpation Agreement In the evert the Fees described In the Processing Agreement do not support the

economics and risks associated with the Integrated Services provided hereunder All Fees Will be Invoiced as described in

the Processing AgrsemsnL 6

Term Termination

This TalsChec

k

Participation Agreement

commences ernces

on Its Effective Date and will remain In efbd

1 rough the irdllal term of the Processing Agreement herein such tern is the fnhhW TWrro This TelsChedk Participation Agreement may to renewed as set forth In the Processing Agreement herein such renewal tern is the Renews Term The initial Term and Renewal Tenn are referred to In this TeWhsck Padicipalfon Agreamet

as

to

and each year

of the Term is a SWvko Year NoWWRietandi g the forsping in the eventt that the Processing Agreement Inn n lea Participant may start to ow vA this TeleCheck Pwfdpodon Agreement as lag as the Policilm has cornplied vAth Florida procurement laws rules and regulators and has provided w I ion notice given to TdeCheck vdtlrlt 30 days of ft tsrmirnation of ft Processing Agreement and the applicable terms of the Processing Agreement will remain In place Wlh rasped to the IrtegreW Services provided hereunder Further knnivldual termirafion of this TeleCheck PWicipation Agreernart YA not anted

a terms elion ofthe Processing Agreerer t 7

Repregntatlons Warranties Midgetton of Damages

1 7

PMidpant In addNbn to the ropressntaUors and waretles sal forth in the Processing Agreement Participant represents and warrants m N received and reviewed a Copy of the Processing Agreemet 1 it ObWrm d or had an opportunity to 20

obtain Independent 4M counsel to explain the legal knplicallons of this ToleChedc Participation Agreement and the Processing Agreement as integrated hteroh ON it understands that this TeleChedc Participation Agreement and the Pmcssft Agroamerd as Incorporated heroin effaces ks legal rights Iv no party to tins TebCtheM PartklPe0M Ag W HNt Improperly InNuinced or induced Participant to execute Otis TaIsChedc Participation Agreement v it has corporate authority to execute tale ToWCheck Par dpation Agreement NO ehscuti g this TeleChsck PartidPedon Agreement does not CmdkL to a material corAct with breach or default under Its espectiw charter or bylaws or arty other documents 06 nb or other Inabuments which are binding upon it and K tits TaisChedc Partition Agreement and the 80 g Apreertent ss Uhtegroted herein craft valid legal binding and enkm able obligations for Participant 2 7

TeIeCheck In addition to the representations and wavantbs ad forth In the Processing Agreement TelsChheok represents and wsrrwb l it received and reviewed a copy of the Prooeatlng Agrosme ig it obtained or had an opportu to obtain Independent NW Counsel to expWn the legal knPlcslbns of this TeW heck PardNdpatlon Agreement and the Processing Agreement as khtegrated herein NQ it underaiande that this TeleChedc Participation Agr ownertl and the Proceni g Agrsamont as incorporated Ihsrekn affect tie NOW ft Iv no party to this ToWhedc Participation AgroemsM Improperly knkmicedthisorTelaCheck Induced TebChm to omute this TeleCheck ParBdpabon Agreement v it has corporate Party authority to execute Won AWawnw vi wwougng Chia Tekrhecic Agreement does not Agre constkft a matarW comic with breach or debuht under Its respective charter or bylaws or any other doc umer b on

3 7

8

agroemenb or other kstnanuts which are binding upon it and A this TeleChack Participation Agreement and the Processing Agreement se integrated herein create valid legal binding and wftc able dAgaila s for TOWAnk Each partyParticipation is responsible for their respective legal tees and costs aseoclated with napodetion and execution of we Agreement

Notices AN nodose requUsd hereunder wig be M in writing OQ out by registered mail retum receipt requested or notionely r000W ed courier with Vsdckg and delivery corMnnatlon requested and NQ deemed to have bean given an the date shown on the return receipt if sent by regbtersd mail or the date shown on the delivery confirmation if sent by nadonaNy recognized courier Notices to TeleCheck will be sent to TeleChsck Servtoes Inc Attn General Manager 5251 Wleathekner Houston Texas 77056 with an additional Copy to TeleChedc Services Inc Attn t egad Counsel 5251 Wast eimer Houston Texas 77058 Notioes to Parudpant will be sent to General

1 9

This TebCheck PaNdpation Agreement including the terms of tits Processing Agreement and spe iticaly without iknitation the terms of Section 18 3 Exduaivlly kxvporated by reference herein corsdk n tie entire agreement between TNsChedc and Participant with moped to the Ssrvlm provided hereunder and Ixorporotes all attached addenda ati4011Merts exhibits or schedtule hereto This TeleCheck Parildpailon Agmenww supersedes all prior agreements written or oral between the parties related to the subjed molter hereof Except as spa ft Pnevlded Wow Iss any amendment to this TebChedc Parthipetion Agreement must be in vaftV and signed by TeleChw and tie Psfddpant No delay or single ar Partlsl shore absndon nWtt or dlacontinuence of either party to exercise any right power or privilege

hereunder will afleat such right power or privilege The Partial rights and remedies under this ToIeCheck Participation

Agreement are cumulative and not exdushm 2 9

This TeleCheck Participation Agreement may be eheaculed in any number of counterparts each of which is deemed an original and ON of which constitute one and the earns I ettument Facsimile electronic or other copies of tie executed TeleCheck Participation Agreement are deemed etkchm

EXECUTED TELECHECK SERVICES INC

PARTICIPANT

BY

By

Name Title

Name Tdle

21

Sahoduls1

Procon Agrwmeet See ditdwd ekdmr9c a

22

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