HomeMy WebLinkAboutJ-2 Resolution: Wachovia Bank & Nova Information System.
City o ~Vliami ~ar ens
1515-200 NW 167~' Street
Miami Gardens, Florida 33169
Date: September 25, 2007
Fiscal Impact: No ^ Yes X
(If yes, explain in Staff Summary)
Funding Source: General Revenues
Contract/P.O. Requirement: Yes X No
Sponsor Name/Department:
Danny O. Crew, City Manager
Aqenda Cover Paqe
Mayor Shirley Gibson
Vice Mayor Barbara Watson
Councilman Melvin L. Bratton
Councilman Oscar Braynon II
Councilman Aaron Campbell Jr.
Councilwoman Sharon Pritchett
Councilman Andr~ Williams
Public hearing ^
Ordinance ^
1st Reading ^
Advertising requirement:
RFP/RFQ/Bid
Title
Quasi-Judiciai ^
Resolution X
2nd Reading ^
Yes ^ No X
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH WACHOVIA BANK, N.A., AND
NOVA INFORMATION SYSTEMS FOR CREDIT CARD PROCESSING,
BY RELYING UPON THAT CERTAIN CITY OF TAMARAC REQUEST
FOR PROPOSAL #06-29R AND THE RESPONSES THERETO;
PROVIDING FOR THE ADOPTION OF REPRESENTATIONS;
PROVIDING AN EFFECTIVE DATE.
Staff Summarv
At the present time, the City's cashier can only accept cash or checks from residents
and customers. The City needs to provide for other widely used forms of payment such
as credit card, debit cards, and electronic check. This will improve the City's cash flow
since the funds will be credited to the City's bank account the following day, and will
reduce the number of non-sufficient fund (NSF) payments received. Additionally, it will
reduce staff time in preparing bank deposits and traveling to the bank to make such
deposits.
It is in the best interests of the City to transition to new technologies which will provide
greater efficiencies and improve overall customer service to the residents of the City.
We reviewed an existing contract which the City of Tamarac has with Wachovia Bank
N.A. and Nova Information Systems, after issuing a Request for Proposal # 06-29R and
Resolution # R-2006-04 dated October 6, 2006 (Exhibit A). We reviewed the terms
and found them consistent with our needs. J-2) CONSENT AGENDA
RESOLUTION
WACHOVIA BANK & NOVA
INFORMATION SYSTEM
The initial startup costs will be approximately $1,700 which includes the purchase of the
terminal, printer, check imager, and pin pad. Monthly costs are based on a per-
transaction fee, plus a percentage of value per transaction. As such, the ongoing
monthly costs are hard to estimate since it will be based on volume of transactions.
However, the credit card fee will be 1.74% for Visa, 1.87% for Master Card, 3.50% for
American Express, .65 cents per transaction for debit cards, and 1.99% for electronic
checks. Based on what other cities are paying for this processing and our current
usage, we can estimate the annual cost may be between $40,000 to $60,000.
Recommendation:
We recommend piggyback on the City of Tamarac contract with Wachovia Bank N.A.
and Nova Information Systems which they executed after issuing a Request for
Proposal # 06-29R and Resolution # R-2006-04 dated October 6, 2006, and executing
an agreement with Wachovia Bank for the provision of Merchant Credit Card
Processing.
Resolution No.
RESOLUTION No. 2007-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH WACHOVIA BANK, N.A., AND NOVA
INFORMATION SYSTEMS FOR CREDIT CARD PROCESSING, BY
RELYING UPON THAT CERTAIN CITY OF TAMARAC REQUEST FOR
PROPOSAL #06-29R AND THE RESPONSES THERETO; PROVIDING
FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN
EFFECTIVE DATE.
1 WHEREAS, presently, the City is only able to accept cash or checks from
2 residents and customers, and
3 WHEREAS, City staff is recommending that the City provide for other
4 mechanisms for accepting payments, to include credit card, debit card and electronic
5 check payments, which will improve the City's cash flow, and
6 WHEREAS, City staff reviewed a contract between the City of Tamarac and
7 Wachovia Bank, N.A., and Nova Information Systems based upon a Request for
8 Proposal #06-29R, and found the terms acceptable and consistent with the City's
9 needs, and is recommending that the City Council authorize the City Manager to enter
10 into a contract with Wachovia Bank, N.A., and Nova Information Systems for this
11 purpose,
12 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
13 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS:
14 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
15 paragraphs are hereby ratified and confirmed as being true, and the same are hereby
16 made a specific part of this Resolution.
17 Section 2. AUTHORIZATION: The City Council of the City of Miami Gardens
18 hereby authorizes the City Manager to negotiate and execute an agreement with
1
Resolution No.
19 Wachovia Bank, N.A., and Nova Information Systems, for credit card processing in
20 reliance upon that certain City of Tamarac Request for Proposal #06-29R and the
21 responses thereto.
22 Section 3. EFFECTIVE DATE: This Resolution shall take effect immediately
23 upon its final passage.
24 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
25 GARDENS AT ITS REGULAR MEETING HELD ON SEPTEMBER 25, 2007.
SHIRLEY GIBSON, MAYOR
ATTEST:
RONETfA TAYLOR, CMC, CITY CLERK
Prepared by SONJA KNIGHTON DICKENS, ESQ.
City Attorney
SPONSORED BY: DANNY CREW, CITY MANAGER
MOVED BY:
SECONDED BY:
VOTE:
Mayor Shirley Gibson (Yes)
Vice Mayor Barbara Watson (Yes)
Councilman Melvin L. Bratton (Yes)
Councilman Oscar Braynon, II (Yes)
Councilman Aaron Campbell (Yes)
Councilwoman Sharon Pritchett (Yes)
Councilman Andre Williams (Yes)
SKD/teh
266137_1.DOC
(No)
(No)
(No)
(No)
(No)
(No)
(No)
2
Resolution No.
58
Temp. Reso. #11079
October 6, 2006
Rev. #1 10/17/06
. , Page 1
~
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2006-~
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE OFFICIALS TO ACCEPT AND
EXECUTE AN AGREEMENT WITH NOVA
INFORMATION SYSTEMS AND WACHOVIA BANK,
NA. FOR THE PROVISION OF MERCHANT CREDIT
CARD PROCESSING SERVICES PROVIDING FORA
TERM OF FOUR (4) YEARS WITH ONE (1)
ADDITIONAL ONE (1) YEAR REAIEWAL TERM;
PROVIDING FOR CONFLICTS; PROVIDfNG FOR
SEVERABILITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City currently utilizes merchant credit card processing servioes
'
to a provide residents with the ability to pay bilis and fees with a~edit and debit cards;
and
WHEREAS, the cument merchant cr+edit carci processing services agreemerrt
wili expire on October 31, 2006; and
WHEREAS, new technologies in the mercharrt credit card processing market
have advanced the abitity to provide integrated solutions for point-of-sale transacfions
at various City locations, including the introduction of more intemet based capabiEities;
and
WHEREAS, it is in the best inter~est of the City to transition to newer technobgies
~
which will provide greater efBaencies and improve overall customer service to the
r~esidents of the City; and
WHEREAS, City administration officials determined that it would be beneficial to
solicit proposais for merchar~t credit card pnocessing services in orcler to enhance and
Temp. Reso. #11079
October 6, 2006
Rev. ~1 10/17/06
Page 2
improve the City's credit card service capabilities; and
WHEREAS. on August 2, 20Q6, request for proposal No. 06-28R was solicited to
nine (9) banks (incorporated herein by reference and on fre in the offlCe of the City
Clerk); and
WHEREAS, submittals were received from the foibwing four (4) banks on
August 30, 2006:
1. FiRt~ TF~ird Bank
2. National City 6ank
3. Regbns Bank and NOVA Inforrnation Systems
4. Wachovia Bank N.A., and NOVA I~om~ation Systems
WHEREAS, the evaluation oommittee consisting of the Controqer, Revenue
1
Mafyst, Custome~ Service Supervisor, Parks and Recreation Administrative Servicc~ss
Manager, facilitated by the Pur~chasing and Cor~trads Manager conducted an extensive '
evaluation of the proposals and short tisted the~n to the following top ranked banks (see
the short-list ranking induded herein as Exhibit 1:
1. Wachovia and NOVA I~vrmation Systems
2. Fifth Third Bank
WHEREAS. the proposaf and presentation pnovided by NOVA Ir~formation
Systems and Wachovia Bank~ N.A. scored the highest on the final evaluatlon on the
basis of the evaluation criteria, including cost of services. quality of r+~sponse. high
quality o# customer service, experience in govemmerrtal banking and merr.hant cr~edit
card processing; and
WHEREAS, the Merchant Credit Card Processing Servk:es Selection Committee
after due considerafion ranked NOVA Information S erns and Wachovia Bank N.A. '
Y~ . ~ ~
Temp. Reso. #11079
October 6, 2006
Rev. #1 10/17/O6
Page 3
, cons~ered the most oompetitive, as its first choice (see Exhibit 2); and
WHEREAS the new services will enable the City to upgrade our cumerrt software
for enhanced services such as customer telephone payments and automated interface
with HTE customer information systems; and
WHEREAS, the Merchant Credit Card Processing Servic~s Selection Committee
entered into nego~ations with NOV~4 Information Systems and Wachovia Bank, N.A.;
and
WHEREAS, the Director of Financial Services and the Purchasing and Corrtracts
Manager recommend the appropriate City officials be authorized to enter into an
agreement with NOVA Information System and Wachovia Bank, N.A. to provide
merc,harrt credit card prncessing services estimated at an annual cost of $47,OOQ; and
WHEREAS, the City Commission of the City of Tamarac, Fbrida, deems it to be
in the best irrter+est of the citizens and residents of the City of Tamarac to provide for the
acceptance and execution of the Agreemerrt for the provision of inercharrt credit card
processing services with NOVA Infortnation Systems and Wachovia Bank, N.A for a
period of four (4) years with one (1) one (1) year renewal option, a copy of said
Agreemerrt is included herein as Exhibit 3.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
' Resoiution upon adoption hereof.
SECTION 2: That the appropriate Cit~r Officials are hereby authorized to acxept
Ternp. Reso. #11079
October 6, 2008
Rev. #1 10/17I06
Page 4
and Awarc! Request for Proposal No. 06-29R, and execute an Agreement with NOVA
Information Systems and Wachovia Bank, N.A. for the provision of inercharrt credit card
processing services for a pe~iod of four (4) years with one (1) one (1) yea~ nenewal
option, E~chibit 3 .
SECTION 3: All resolutans or parts of nesolutions in c~nflict hereNrith are hereby
nepealed to the exterrt of such oonflid.
SECTION 4: If any clause, sectian or other part or application of this Resolution
is heid by any court of oompetent ~risdiction to be unoonstitutional or invalid. in part or
appiication, it shall not affect tl~e validity of the remaining portions or applications of this
Resolution.
SECTION 5: This Resolution shall becc~me effective immediat~y upon its
passage and adoption.
PASSED, ADOPT'ED AND APPROVED this ~day of D~_ .r , 2006.
ATTEST:
~
MARION SWENSON, CMC _
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to fiorm.
B FLANSBAUM-TALABISCO
MAYOR
RECORD OF COMMlSSION VoTE:
MAYOR FLANSBAUM-TALABISCO
DIST 1: VJM PORTNER
DIST 2: COMM ATION8-GRAD
DIST S: COMM. SULTANOF
DtBT 4: COMM. DRESSLER
UEL S. GO
ATTO
'
'
TR 11 a79 EXH I Bll~.
~~~~ Merchant Credit Card Services RFP #06-29R
Committee Evaluation Totals
' ~~b National R fons Waehovia
Proposer
s Name: Bank C Nadonal BaNc/
No Confikt d Inbnst No Bankl Nova
Adhsnd to tM InqniCtfons NO1tA
Controuer 9 WA 10 9
Rev. st 10 WA 10 10
Cust. Serv. su . 10 N/A 10 10
Admin. Serv. -Parks 9 N/A 10 9
SERVtCES TO BE PRO VIDED (UP TO 15 POI NTS)
Controner 15 WA 15 15
Rev. Ana 15 N/A 15 15
Cust. Serv. Su . 11 N/A 15 15
Admin. Serv. r-Parks 14 N/A 15 15
QUALIFICATION3/E)CPE RTISE (UP TO 35 PO INTS)
Controlier 32 N/A 33 33
Rev. An 33 N/A 35 35
Cust. Serv. su . 31 N/A 31 34
Admin. Serv. M r-Parks 29 WA 30 35
FEE PROPO SAL UP TO 15 POIN TS
ControMer 36 WA 27 40
Rev. Ana t 36 WA 27 40
Cust. Serv. Su . 36 WA 27 40
Admin. Serv. -Parks 36 N/A 27 40
TOTAL POINTS
Controller 92 0 85 97
Rev. Ana 94 0 87 100
Cust.~serv. Su . 88 0 83 99
Admin. Serv. M r-Parks 88 0 82 99
362 0 337 395
Average Score 90.5 0 84.25 88.75
TOTAL RANFaNG
ControNer 2 4 3 1
Rev. An st 2 4 3 1
Cust. Serv. Su . 2 4 3 1
Admin. Serv. M r-Parks 2 4 3 1
2 4 3 1
-. .__ U:~2006 BIDS106-29R - Merohant Credit Card Services~06-29R EVAL TOTAL WORKSNEET TEMPIATE far Shortfist:~ds.._
TR 11079 EXHIBfT ~
~asr~oos Merchant Credit Card Services RFP #06-29R
Committee Evaluatlon Tofals
F'iftwrFUrd wactwvia
Proposers Name: Sank BanklNova
No Cor~flfet af ~na~t No No
Adh~nd to tM 1~ Y~s Yes
~~~ 7 10
Re~,. qna 6 1 O
Cust. serv. S. 9 9
Admin. Serv. M r-Pa~ics
SERVICES TO BE PROVIDED (UP 5
TO 15 PO 10
INTSj
~~ 10 15
Rev. at 10 15
Cust Sen. s. 9 14
Adrnin. Serv. -Parks
QUALIFlCATIONBJEXPERTISE (U 10
P T~-35 PO 15
INTS)
Controller 30 35
Rev. An 30 35
Cust. Serv. Su . 25 35
Admin. Sav. M-Parks 30 3a`
FEE PROPO SAL UP
Contrdler 36 40
Rev_ 36 40
Cust. Serv. Su . 36 40
Admin. Serv. -Parks 36 40
TOTAL POINTS
Contrdier 83 100
Rev. 82 100
Cust. Serv. Su . 79 98
Admin. Serv. -Parlcs 81 100
325 398
Average Score s~.2s sa.s
TOTAL RANKING
ControYer 2 1
Rev. An t 2 1
Cust. Serv. Su . 2 1
Admin. Sen. -Parks • 2 1
2 1
U:12006 BIDS10fr29R - MerchBnt Credk CaM Services~06-2~2 FINAL EVAL TOTAL WORKSHEET TEMPLATE for
Shortlist~ds
NOV,C 1 (City ofTamarac, FL)1'ERMS OF SERVICE v.0630.06 dtd 10.12.06 FR~IAL
wow~vos svsr~uc.
TERMS OF SERVICE
These Terms of Service are entered into as of the Effective Date by and among the City of
Tamarac, Florida, NOVA Informxtion Systems, Inc. and Wachovia Bank, National
Association. The TOS and tfie other portions of the Agreement govem the Merchant's
participation in the Program.
Section A - De6nitiona
1) DEFINITIONS.
a) ACH: Automated Clearing House.
b} Agreement: T'he TOS, any Addendum, the Merchant Application, the Merchant
Operating Guide, end any other guides or manuals provided to Merchant from time to
time, and a11 additions to, amendments and modifications of, and all replacements to any
of them, as applicable.
c) American Ezprese: The American Express Company.
d) Aathori~ation: Merchant's request for approval of a Transactiott by an Issuer.
Authorizstion is initiated by accessing the authoriTation cenUer by telephone or electronic
terminal.
e) Authorization Code: The code sent by an Issuer in response to an Authotization request.
~ Aatomated Clearing Honse (AC~: T'he funds transfer system govemed by We rules of
NACHA. ACH allows financial institutions to clear interbank entries electronically.
g) Bankrnptcy Proceediag: With resp~t to a Person means (i) that the Person or any
subsidiary of svch Person shalL• (a) commence a voluntary case under the Bankruptcy
Code of 1978, as amended, or other federal bankruptcy Iaws (as now or hereafter in
effect); (b) file a petiUon seeking to take advantage of any other applicable laws,
domestic or foreign, relating to bankruptcy, insolvancy, teorganization, winding up or
composition or adjustrnent of debts or any other similar conservatorship or receivership
proceeding instituted or administered by any regulatory agency or body; (.c) consent to or
fail to contest, in a timety and appropriate manner, any petition filed against it in an
involuntary case under such bankruptcy (aws or other applicable laws or consent to an
Involuntary Bankruptcy Proceeding; (d) apply for or consent to, or fail to contest in a
timely and appropriate manner, the appointment of, or the taking of possession by, a
trusteE, receiver, custodian, liquidator, or similar entity of such Peison or of al! or any
substantial part of its assets, domestic or foreign; (e) admit in writing its inability to pay
its debts as they become due; ( fl make a general assignment for the benefit of creditors;
(gJ make a conveyance fraudulent as to creditors under any applicable law; ~r (h) take
any action for the purpose of effecting any of the foregoing; or (ii) that a case or other
proceeding shall be commenced against the Person or any subsidiary of such Person in
any court of competent jwisdiction, or through any regulatory agency or body, seeking:
(a) relief under the Banla~uptcy Code of 1978, as amended, or other federal bankruptcy
laws (as now or hereafter in effect) or under any other applicabie laws, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition, or
adjvstment of debts; or (b) the appointment of a trustee, receiver, custodian, liquidator or
the like of such Person or of all or any substantial part of the assets, domestic or foreign,
of such Person or any other similar conservatorship or receivership proceeding instituted
or administered by any regulatory agency or body.
h) Card Not Present: The processing environment where the Payment Device is not
physically presented to the Merchant by the Cardholder as the form of payment at the
time of sale. Card Not Present includes, but is not limited to, Mai) Order, Telephone
Order, and Eiectronic Commerce Transactions.
i) Card Presenr The processing environment where the Payment Device is physically
presented to the Merchant by the Cardholder as the form of payment at the time of the
Transaction.
NOVA (City of Tam~ac, FL) TERMS OF SERVICE v.06.30.06 dtd 10.12.06 FINAL
..~.w,~.~.
j) Cardholder (i) the individual in whose name a Payment Device has been issued; and (ii)
any individual who possesses and us~s a Payment Device and who putpotts to be the
person in whose name the Payment Device was issued or whose signaiure appears on the
Payment Device as an authoriztd user.
k) C6argeback: A sales Trensaction disputed by a Cardtiofder or Issuer pursuant to the
Peyment Network Regulations.
I) Cosf~ential Information: All informarion or items proprietary to N~VA or Membtr, of
which H~e. Merchant obtains lmowledge or access as a result of the Merchant's
relationship with NOVA and Member, including, but not limited W, the following types
of infamation and other information of a similar nature {whether or not reduced to
writing): scientific, tecbnical, or business information, product makeup lists, ideas,
concepts, designs, drawiags, techniques, plans, calculations, system designs, formulae,
algorithms, programs, soflware (source and object code), hardware, manuals, test
procedures and results, identity and description of computeriud records, identity and
description of suppliers, customer lists, pmcesses, procedures, trade sacrets, "k~'ow-how,"
marketing techniques end material, marketing and development plans, price lists, pricing
policies, and all oti~er financia( information.
m) Convenience Fee. Any fee or charge for the use of a Payment Device in a Transaction.
n) Credit Card: A: (i) Visa card or other card bearing the symbol(s) of Visa U.SA., Inc. or
Visa Intemational, Inc. (including Visa Gold cards): (i~ a MasterCard card or other card
bearing the symbol(s) of MasterCard International Incorporated (incbding Maste~Card
Gold cards); or (iii) any card bearing the sYmbol of any other Cttdit Card Association.
o) Credit Card Associs~tiuns: (i) Visa U.S.A., Inc.; (ii) MasterCard Intemational
Incorporatsd; (iii) American Express; (iv) Discover, (v) Diners; (vi) JCB; and (vii) any
other organization or association that hereafter contracts with NOVA and/or Member to
authorize, capture, and/or seWe Transactions effec~ with Credit Cards issued or
sponsored by such organization or associatioq and any successor organiution or
association W any of the foregoing.
p) Credit Card Rules: All agpliceble rules and operating re$alations of the Credit Card
Associations, and all rules, operating rcguiations, and guidelines for Credit Card
Transactions issued by NOVA from time to time, including, witho~rt limitation, alt
amendments, changes and rEVisioas made thereto from time to tia-e.
c~ Credit Traassction Receip~ A document, in paper rn' electronic form, evidencing a
Merchant's refund or price adjustment to be credited to a Cardholder account
r) Debit Card: A card with a magn~ic stripe bearing the symbol(s) of one or more EFT
Networks which enebles tbe holder to make a payment by authorizing an elecxronic debit
to the Caidholder's designated deposit account, including PIN-based, oniino debit
Transaetions.
s) Debit Card Rales: All applicable rules end operating r~gulations of the EFf Networks,
and all rules, operating regulations, and guicielines for Debit Card Transactians issued by
NOVA from time to ticne, including, without 1in-itation, all amendcnents, °ba~-ges. and
revisions made thereto from time to time.
t) Demaod Deposit Aceoent (DDA): The commercial checking account at a financial
institution acceptable to NOVA and Member designated by Merchaat to facilitate
payment for Transactions, Chargebacks, returns, adjustments, fees, fines, penalties, and
other payments due under this Agreement.
u) Dieera: Diners Club International Ltd.
v) Diacover. Discover Financial Services, Inc.
w) EBT Card: A card utilized for electronic bcnefits transfers.
x) Et1'ect~ve Date: The date set forth in the signature block of NOVA heeein.
y) EFT Networks: (i) Interlink Network Inc., Maestro U.S.A., Ine., Visa, and MasterCard,
and (ii) any otfier organization or association that hereafter suthorizes NOVA and/or
2of31
NOVA (City of Tam~ac, FL) TERMS OF SERVICE v.06.30.06 dtd 10.12.06 flNAL
..a...,a~•
Member to authorize, capture, and/or settle Transactions effected with Debit Cards, and
any successor organization or association W any of the foregoing.
z) Electronic C6eck Service Association: Visa, NACHA, and any other organization or
associatioo hereafter designated as an Electronic Check Service Association by NOVA
from time to time.
aa) Electronic Check Service Rnles: All applicable niles and operating regulations of the
Eloctronic Check Service Associations, and all rules, operating regulations, and
guidelines for Electronic Check Service Transactions issued by N~VA froro time to time,
including without limitation, all amendments, changes, and revisions made thereto from
time to time.
bb) Electronic Commerce Transaction: A Transactioa that occurs when the Cardholder
uses the Intemet to make a payment to a Merchant or a Merchant uses the Internet to
submit the Transaction for processing to NOVA.
cc) Electronic Gitt Cards (EGG~: A special card purchased by a customer that is '
redeemable for in-storc merchandise or services.
dd) Interchange: The clearing and settlement system for Visa and MasterCard Credit Cards
and Debit Cards whero data is elcchangedbeiween NOVA and the Lssuer.
ee) Issner. The financial institurion or other entity that issued the Credit Card or Debit Card
to the Cardholder.
f~ JCB: JCB Interaational Co., Lid.
gg) Laws: All applicable state, federal and local laws, rules, regulations, orders and decrees,
as amended from time to time.
hh) Loyalty Cards: A special card givcn to customers who are frequent shoppers of so
es~tablishment pursuant to which the customer may receive a discount or other reward.
ii) Mail Order/Telephone Order (MO/'I'O) Tranaactton: For MO, a Transaction that
occurs when the Cardholder uses the mail to make a payment to a Mer~hant and for TO, a
Transaction that occurs when tt-e Cardholder uses a telephone to make a payment to a
Merchant.
.ll) MasterCard: MastetCard International Incorporated.
kk) Member: Wachovia Bank ,National Association. The Member may be changed by
NOVA at any time.
11) Merchant (or yon): The City of Tamarac, Florida, and the affiliated enrities listed on
Schedule B attached hereto, jointty and severally. Entities may be added to Schedule B
by substituting a new Schedule B that is in writing and signed by sIl parties, and
Merchant may add additional accounts or locations that are owned by Merchant without
the need to execute a new Schedule B.
mm) Merchant Application: Any document containing information regarding Merchant's
business thai is submitted to NOVA and Member in connection with Merchen~'s
application for processing services, including dceuments submitted by Merchant as a part
vf the bid process, if applicable.
nn) Merchant Operatiag Guide: The operating manual provided by NOVA to its
Merchants. The Merchant Operating Guide may be amended from time to time by NOVA
in its sole discretion.
oo) National Automated Clearing Honae Asaociation (NACHA): The national association
that ~stablishes standards, rutes, and procedures to enable depository financial instihrtions
that are members of regional ACH associations to exchange electronic payments.
pp) NOVA: As applicable, NOVA Information Systems, Inc., a Georgia corporation, and any
affiliate or subsidiary of NOVA Information Systems, Inc. that provides processing
services to a Merchant related to Transactions. NOVA is a registered member service
provider of each Member.
qq) Payment Device: Any device used for the purpose of obtaining credit or debiting a
designated account including a Credit Card, Debit Card, and any other fmancial
transaction device, including an Electronic Gift Card, check, (whether converted into
3 of 31
NOVA (Ciry otTanuac, FL) TERMS OF SERVICE v.0630.06 d1d 10.12.06 FINAL
..o.w,wmrt... .
electr~onic form or used as a source document for an electronic fimd transfe.r). EBT Card,
stored value card, "smart" card, or other device created to be used for the purpose of
obtaieing credit or debiting a designated account, that is now or hereafter ef~ectod
through Transactions with Merchants.
rr} Payment Network: Atry Credit Card Association, EFT Networlc, Electronic Check
Service Association, govemmental agency or authority, and any other entity or
assceiation that issues or sponsors a Payment Device.
ss) Paymeet Network Regolntioes: Individually and collectively, as the cantext may
dictate, the Credit Card Rules, the Debit Card Rules, and/or the Electronic Check Scrvice
Rules.
tt) Person: Any individual, firm, corporation, business ~ust, para~ership, governmental
agency or suthority, or other entity and shall include any successor (by merger or
otherwise) of s~h entity.
uu) POS Dev[ce: A tern-inal, software or other point-of-sale device at a Ma+charn location
that conforms with t.~e requirements established firom time to time by NOVA and the
appIicable Payment Network.
w) Prepaid Carda: A reloedable card having availabk funds to the Cardholder paid for in
advance.
ww) Progrxm: The Payment Device processing services and ott~er related products end
services received by Merchant pursuant to the Agroernent
1oc) Reserve Aeeo^nt: The account establishe~ p~rsuant W Section (BX6).
yy) Reserve Amount: The amount establist~ed pursuant to the calculation set fo~th in Section
cBx~.
u) Reaerve Evea~ The events designsted in Section (Bx6).
eaa)Retrieval Reqaest: A request initiated by a Cardholder or Issuer that requires the
Merchant to produce a legible copy of the Cardholder's signed Transaction Reoeipt
within a spxificd period of time.
bbb) TOS: These Terms of Service and all addifions to, amendments, and modifications o~
and all replacements to the TOS, as applicable.
cxc) Traoaaciion: Any action by a Cardhold~r using a Payment Device and a Morchant that
results in activity on the Cardholder's account (e.g., Payment, Purchase, refund, or retutn).
ddd) Trans~tetioffi Receip~ The pap~r or elxtronic record evidencing tf-e purchase of goods
or services from, or payment to, a Mc~hant by a Cardholder using a Payment Device.
eee) Value Added Services: Any product or service provided by a third party unat~'iliatod
with NOVA or Member to assist Mcrchant in processing Transactions, including without
limitatioq Internet payment gateways, integrated POS Devices, inventory management and
accourning tools, loyalty programs, fraud prevention programs, and any other product or
service that participates, directly or indirectly, in the flow of Transaction data.
f~ Piaa: Visa U.S.A., Ina
2) RULES OF COI~TSTRUCTION. Capitalized terms used and not otherwise defined herein
shall have t~e meaaings aseribed to such terms in thc TOS. Singular terms shall inciucle the
plural, and vice versa, unless the contea~ otherwise requires. The words "hereof," "t~enin,"
and "hereunder," and words of similar import when used in the TOS shall refa to the TOS
and not to any partiealar provision of the TOS. The word "day" shall mean "calendar day",
unless speci~ically stated ot~erwise. In the event of a conflict between the terms of Sedion B
- General Provisions, and any subsequent section of the TOS, the terms of the subsequent
section shall prevail.
Section B - General Proviaio~s
3) ACCEPTANCE OF PAYMEIVT DEVICES. Mer~hantshall determine in accordaace with
the Payment Network Regulations and the Agreement which types of Payment Devices it will
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NOVA (City of Tamarac, FL) TERMS OF SERVICE v.0630.06 dtd ] 0.12.06 FlNAL
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agree to accept as payment for goods and services. The temis and conditions for the
acceptance of Credit Cards are set forth in the TOS. The terms and conditions for the
acceptance of any Payment Devices or methods otfier than Credit Cards shall be set forth in
one or more addenda (each an "Addendum"), which shall incorparate the TOS hy reference.
Each Addendum shall be govemed by the TOS, as well as by the teans set forth in the
Addendum.
4) DEPOSTT OF TRANSACTION RECEIPTS.
a) Fands.
i) Deposib. You agee ~at the Ageement is a co~ract of financial accommodation
within the meaning of the Banlwptcy Code, 11 U.S.C. Section 365, as amended
from time to time. Subject to this Section, NOVA, and Member wil( deposit to the
DDA all funds evidencod by Transaction Receipts complying with the terms of the
Agrcement and the Payment Network Regulations and will provide you provisional
credit for such funds (less recoupment of any Chargebacks, returns, adjustmen4s,
fees, fines, penalties, and other payments due und~ the Agreement). You
aclmowledge that your obligation to NOVA and Member for all amounts owed under
ihe agaement arises out of the same iransaction as NOVA's snd Membec's obligation
to deposit funds to the DDA.
ii) Provisionxl Credit. All Transaction Receipts and deposits are subject to sudit and
final checking by Member and NOVA, and may be adjusted for inaccuracies or
errors. You acknowledge that all credits forfimds provided to you are provisional
and subject to Chargebacks and adjustments in accordance with the Payment
Network Regulations, w6ether or not a Transaction is charged back by the Issuer.
' Member or NOVA may elect to grant conditional credit for individual or groups of
Transaction Receipts. Final credit for Transaction Receipts will be granted within
Member's and NOVA's sole discretion.
iii) Orlgiaal Transaction Receipta. Under ao circumstances will Member or NOVA be
responsible for processing retums, refunds, or adjustrnents related to Transactions not
origina(ly processed by Member and NOVA.
b) C6argebacks. You are fully liable to NOVA end Member for all Transactions returned
to NOVA or Member for whatever reason including all Chargebacks. You will pay
NOVA and Member for all Chargebacks. You agree to accept for Chargeback, and will
be liable to Member and NOVA in the amount of any Transaction for which the
Cardholder or Issuer disputes the validity of the Transaction for any reason. You
authorize NOVA and Member to offset from funds due the Merchant for Transaction
activity and to debit the DDA and the Reserve Account for the amount of all
Chargebacks. You will fully cooperate with NOVA and Member in complying with the
Paymettt Network Regulations regarding Chargebacks.
5) DEMAND DEPOSIT ACCOUNT (DDA).
a) Eatsblishment and Anthority. You will establish and raaintaia with Member (or witfi an
ACH receiving deposito .ry institution acceptable to Member) one or more DDAs to
facilitate payment for Transacrions. You will maintain sufficient fimds in the DDA to
accommodate all Trans$ctions contemplated by the Agreement and all Chargebacks,
returns, adjustments, fees, fines, penalties, and other payments due under this Agreement
You irrevocably authorize NOVA and Member to debit the DDA for Chargebacks in
accordance with the Payment Network Regulations and for retwns, adjustments, fees,
fines, penalties, and any other payments due under the Agreement. You also authoriu
NOVA's or Member's vendors or agents to debit the DDA for any fees due to such
vendors or agents undcr the Agreement You must obtain prior consent from Member and
NOVA to change the DDA. If you do not get that consen~, NOVA or Member may
immediately and withoat notice terminate the Agreement and may take any other action
either of them deems necessary in their discretion. NOVA and Member have the right to
rely upon written instructions submitted by you to request changes to the DDA. You may
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roquest from NOVA written confirmation of NOVA's and Member's consent to change
the DDA.
b) DDA. ff the DDA is maintainod with Member, Member will dep~sit all funds evidcnced
by Transaction Receipts to the DDA, subject to Socrion (Bx4) of the TOS. NOVA end
Member have the right to delay, within their discretion, crediting the DDA witt~ fimds
evidenced by submittad Trensaction Receipts. You authoriu Member or NOVA to
initiate revctsal or edjustinent entries and inidate or suspend such entries as may be
necessery to grant you provisional credit for any entry. Member will make deposits to the
DDA pursuant to the Agreanent and the ACH Authorization (defined below). To the
extent required, you authorize and appoint Member to act as your agent to colled
Transaction amounts from the Issuer. Member, in its sole discretion~or at NOVA's
direction, may grant you provisional credit for Transaction amounts in the process of
cotlectioq subject to ~+eceipt of final payment by Member and NOVA and subjoct to all
Chargebacks, retums, adjustments, fees, fines, penalties, and any other payments due
under the Ageement You s6all maiatain sufficient fimds on deposit in your DDA to pay
alt items as they come due rn the ordinary course of business.
c) Asserted Errnre. It is the responsibility of Merohant to reconcile the statement4
regarding Transaction activity received from NOVA, any Paymcnt Network, and any
third party vondors with the s~tatements Merchant roceives for Merohant's DDA. You
must promptly examine all statements relating to the DDA ae~d immediately notify
NOVA and Member in writing of eny emors in the stateme.nt Mexchant t~eceived from
NOVA. Your writttn notice must include: (i) Merchent name and account number, (ii)
the dollar amoont of the asserted error; (iii) a description of the asserted error; and (iv) an
explanation of why you believe an enor exists and the cause of i~ if known. That written
notice must be received by NOVA within thirty (30) days after you receive t6e statement
conffiining the essertod error. If you fail to provide such notice to NOVA within said
tt-irty (30) days, NOVA and Member shall not bo liable to you for any errors you assert at
a Iater date. You may not make any claim against Member or NOVA for any loss or
expense relating to any asserted error for sixty (60) days immediately following NOVA's
rxeipt of your written notice. During that sixty (60) day periocl, NOVA will be entitled
to investigate tf~e asserted error, and you shall not incur any cost or expense in connection
with the asserted error without notifying NOVA.
d) Depoaitory Tnstitatbn: Merchant authorizes its depositay institution to grant NOVA
and/or Member access to any and all informatian or records regardiag the DDA. You
hereby release NOVA and Member for any action they take against the DDA or Reserve
Account pursuant to the Agreement You also release the depository institution at which
you maintain your DDA for acting in ~ccordance with any instruckion from NOVA
and/or Member regarding the DDA.
e) ACH Aat6orization. You authorize Member, NOVA, and their respactive vendors and
agents to initiate debit/credit entries to ti~e DDA and the Reserve Accoun~ sll in
accordance with the Agreement This autf~aization will remain in effect after termination
of the Agreement aad until all of your obligations to NOVA and Member have been paid
in full. In the event you change the DDA, tf-is authorization will apply to the ncw account
and you shall provide NOVA and Member such infozmation regarding the new DDA as
they deem necessary. It may take NOVA up to ten (10) business days after NOVA's
receipt of a written notice from you to reflect in its system any change to your DDA.
~ RESERVE ACCOUNT, RECOUPMENT, AND SET-OFF.
a) Reaerve Accounk
i) Estxbtishment. NOVA may establish a Reserve Account in the Reserve Amount
upon t~e occurrence of a Reserve Event for the purpose of providing a source of
fvnds w pay Member and NOVA for any and all smounts owed by you. Member and
NOVA shall have sole control of the Reserve Accoun~
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ii) Reserve Amonnt. The Reserve Amount is equal to the aggregate doller value of:
[(average % credits to processing volume during the same period + average %
Chargebacks to processing volume during the same period) multiplied by fow]
mulriplied by [average monthly processing volume] plus [one month's average fees)
plus [# days delayed delivery multipliod by ti~e average day's processing volume].
For purposes of this calculaRion, the number of days delayed delivery means the
number of days between the date on which t6e Cardholder's Payment Device is
charged and the date the Cardholder receives and is satisfied with the produc~
Further, for purposes of this calculatioq NOVA will determine, in its sole discretion,
the applicable period considering factors such as Merchant's sales growth and
seasonality.
iii) Reserve Event. The fotlowing will constitute Reserve Events: (a) fraudulent
activity in any monthly period that equal or elcceeds one perceat (1%) of MerchanYs
average monthly volume over the preceding twelve (12} month period, (b)
Chargebacks in any monthly period that equal or exceed 1% of the total dollar vaiue
of incoming items to NOVA, (c) NOVA's reesonable belief that Merchant has
acce~Red deposits but has not delivered the goods or services, (d) the commencement
of a Bankruptcy Proceeding by or against you, (e) termination of the Agreement for
any reason, (fl nonpayment of amounts owod to NOVA or Member, and (g) the
occurrence of an adverse change in your financial condition.
iv) Fanding. Member and NOVA may fund the Reserve Account up to the Reserve
Amount by any one or more of the following means.
(1) Member and NOVA may require you to deposit into the Reserve Account funds
in an amount determined by NOVA;
(2) Member and NOVA may debit the DDA in any amoun~
(3) Member and NOVA may deposit into the Reserve Account funds they would
otheiwise be obligated to paY You.
v) Use of Fnnds io Reaerve Account. Member or NOVA may, without notice to you,
apply funds in the Reserve Account against any outstanding amounts you owe or
future amounts you will owe under the Agreement or any o~er agreement between
you and Member or NOVA. Also, Member or NOVA may debit the Reserve Account
to eacercise their rights under the Agreement including, without lunitation, their rights
of set-off and recoupment to collect any amounts due to Member or NOVA. Further,
you agree that NOVA or Member may be required to send funds in a Reserve
Account to a third party in response to a tax levy or other court order.
vi) Termination of Reserve Account Funds held in the Reserve Account shall remain
in the Reserve Axount until each of the following has occurred: (1) tfie Agrcement
has baen terminated; and (2) Merchant has paid in full all amounts owing or that
could ever be owed under tfie A~~eement, including al) Chargebacks, returns,
adjustment, fees, fines, penalties, and any other payments dae under the Agreement
In no event shall you be entitled to a return of any funds remaining in the Reserve
Account before 270 days following the effective date of termination of the
Ageemen~
b) Reconpmeni snd Set-off. Member and NOVA have the right of recoupment and set-off.
This means that they may offset any outstanding or uncollected amounts owed to them
from: (i) any amounts they would otherwise be obligated to deposit into the DDA; and
(ii) any other amounts they may owe you under the Agreement or any other agreement.
You acknowledge that in the event of a Bankruptcy Proceeding, in order for you to
pravide adequate protection under Bankruptcy Code Section 362 to NOVA and Member,
you must crcate or maintain the Reserve Account as raquired by NOVA and/or Member
and either of t~em shall have tfie right to offset against the Reserve Account for any and
all obligations you may owe to NOVA and Member, without regard to whether the
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obligations relate to Transaction Roceipts initiated or creatcd before or after the filing of
the baol~uP~Y Petition.
c) Remediea Cnmalative. The rights conferred upon Member and NOVA in this section
are not intended W be exctusive of each ather or of any otha rights and remodies of
Member and NOVA uader the A~eeme~rt, at law or in equity. Rather, each and every
right of Member and NOVA under tfie Agreement, at Iaw or in eguety is cumulative snd
concurrent and in addition to every othcr right
7) FEES; OTHER AMOUNT3 OWED; TAI~S.
a) Fees. You will pay Member and NOVA fees for services, supplies, and equipment in
accflrdance with Schedule A, Schedule of Fees. Such fces will be calculated and debited
from the DDA once each month for the previous month's activity, or will be dod~ted
from the funds due you under the Agreement. In addition, you will pay NOVA at its
staY-dard rates fa research including, but not limited to, resesrch requirod to respond to
aay third party or government subpoena, levy, or garnishment on your account Tfie fees
set forth in the Agrcemeat will not be amended by NOVA far the Initial Te1m of the
Agreement except to pass through to you increases in interchsnge, assessme~s, or fees
imposed-b3' a third party.
b) Other Amonnts Owed. You will immediately pay NOVA or Member any amount
inciured by NOVA or Member attr~butable to the Agreement, including, without
litnitatioo, Chargebacks, ~uns, adjushaetrts, foes, fines, penalties (including all fines
and penahies assessed by the Payment Networks as a result of yow Traasaction
processing), and any other Rayments due under die Agreement. NOVA or Member may
debit these amounts from yoar DDA by ACH, and in the evont such ACH does nat fully
reimburse NOVA or Member for the amount owed, you will immediately pay NOVA or
Member such amount. NOVA will charge interest, as allowed by Law, on all uncollected
items that are more than thiriy (30) days past due.
c) T~aea. You are eiso obli~ to pay all taxes and other charges imposed by any
goveromental authority on the goods and services provided under the Agroemert. If you
ar~e a tax-exempt entity, you will provide NOVA and Member with an appropriate
certificat~ of tax exemption.
8) ACCURACY OF 1NFORMATION; HOLD HARMLESS; LII~IITATION OF
LIASQ.I1'Y; PERFORMANCE.
a) Accnrscy of Information. You represent end warrant to Member and NOVA d~at atl
information provided to NOVA in the Merchant Appiication, in tfie bid process if
applicable, or ot~erwise in the Agreemont is corred and complete. You must notify
NOVA in writing of any changcs to such inforn~ation, including, without limitation, any
additional location or new business at which you desire to accept payment service.s, type
of goods and services provided, and how sales are completed (i.e., by telephone, mail,
electronic commerce, or in person at your place of business). The notice must be received
by NOVA at least ten (10) business, days prior to the chattge. You will provide any
additional iaformation requested by NOVA within a t~easonable time. To the extent
permitted by law, you will hold hannless Member and NOVA for all losses and expenses
incurrod by Membtr or NOVA arising out of any such chang~, whether or nat reported to
NOVA, or your failure to pmvide ru~uested infortnation. NOVA may immediately
terminate the Agreement upon notification by you of a change to the infottnation in the
Merchant Application. You authorize NOVA and Member to contact credit reporting
agencies and your creditors to make inquiries and obtain reports r+~garding yow credit
standing upon NOVA's or Membe~s receipt of the Merchant Application_
b) Hold Harmless. As between Merchant, NOVA snd Member, Merchant will be
responsible for, and will at its own expense, defend itself agau~st any and all suits, claims,
losses, d~nands or damages, arising out of or in connedion with any dispute wit6 any
Cardholder or third party relating to any Transactian ~ a~ry breach by Merchent of etry of
its obligations under this Agreement Mer~hant hereby releases NOVA and Mcmber from
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any and all liabilities, ciaims, losses, costs, expenses and demands of any kind or natune,
arising out of or in connection with such Transactions and Merchant breaches.
c) Limitation of Iaability. Merchant acknowledges that NOVA and Member's fees for the
services pmvided to Metchant are very small in relation to the funds advanced to
Merchant for Ttansactions and consequentiy NOVA's and Membei's willingness to
provide t6ese services is based on the liability limitaiions contained in the Agreement
Therefore, in addition w geater limitations on NOVA's or Member's liability ti~ai may be
provided elsewhere, any liability of NOVA and Member under the Ageement, whetfier
to you or any other party, whatever the basis of the liability, will not exceed, in the
aggregate, an amount equal to the fees paid by you during the last three (3) months. In no
event will NOVA, Member, or their agents, officers, directors, or employees be liable for
indirect, exemplary, punitive, special, a consequential damages.
d) Performance. NOVA and Member will perform all services in accordance with the
Agreement. NOVA makes no other warranty, express or impiied, regarding the services,
and nothing contained in the Agr~ement will constitute such a warranty. NOVA and
Member disclaim a[1 implied warranties, including those of inerchantability and fitness
far a particular purpose. Neither NOV-A nor Member shall be liable for any failure or
delay in its performance of the Agreement if suc6 failure or delay arises for reasons
beyond the control of NOVA or Member and without the fautt or negligence of NOVA or
Member.
e) GeneralIndemiiScation.
i) NOVA shall, in addition to any other obligation to indemnify Merchant and to the
fullest elctent pemiitted by law, protect, defend, indemnify and hold harmless,
Menchant, its agents, elected officials and employees from and against all claims,
actions, liabilities, losses (including economic losses, except for any losses excluded
in Section B(8xc) above), and costs arising out of any actual or alleged: (1) bodily
injury, siclmess, disease or death, or injury to or destruction of tan~b)e property
including the loss of use resutting, or claimed to have resutted in whole or in party
from any acts of gross negligence or willful misconduct of NOVA, any of NOVA's
subcontractors, anyone directly or indirectly employed by them, or atryone for whose
acts any of them may be liable in the performance of this Agr~ement; or (Z) violation
of law, statute, ordinance, govemmental administration order, rule, regulation, or
infringement of patent rights by NOVA in the performance of this Agreemen~ or (3)
liens, claims or actions made by NOVA or any of NOVA's subcontractors under
workers compensation acts, disability benefit acts, other employee benefit acts, or
any statutory bar. Aay costs or expenses, including reasonable attomey's fees
(including appellate attorney's fees), incurred by Metchant to enforce this Section
shall be bocne by NOVA.
ii) Upon completion of ail services, obligations and duties provided for in ~is
. Agreement, or in the event of termination of this Agree~nent for any reason, the terms
and conditions of this Section shall survive indefmitely.
iii) Nothing contained herein is intended or shall it be construed to waive Merchant's
rights and immunities under the common law or Florida Statute § 768.28 as amended
from time to time.
9) REPRESENTATIONS AND WARRANTIES. You represent and warrant to NOVA and
Member as of the time the Ageement is effective, and reaffum to NOVA and Member each
time a Transaction is effected during the initial term or any renewal term of the Agreement,
the following:
a) Information. All information provided in the Merchant Application, in the bid process if
applicable, or any other document submitted to NOVA is true and complete and property
reflects the business, financial condition and officers of Me~hatrt. NOVA has the right to
rely upon written instructions submitted by you to request changes to your business
information. You may request written confirmation of NOVA's consent to the changes
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to your business information. You will not submit Transactions for pmcessing to NOVA
or Member for any businesses, products, or methods of selling other than those set forth
in the Merchant Application at the time Merchant applies for services without the ~ior
written consent of NOVA.
b) Aat6ority to Ezecate. Merchant and t6e persons signing the Agreement have the power
to execute and perform the Agrcement Merchant repr~sents and warrants that the person
executing the Ageement is duly authoriud to bind Merchazrt and each affiliated enrity
identified in Schodule B to all pmvisions of the Agreeme~nt ac if each affiliated entity had
executed the Agreement, and t~at such pe~son is authorized to execute any document and
to take arry action on behalf of Merchant which may be reyuired by NOVA, now or in the
future. Further, you represont and warrant that signing and/or perfaming in accardance
with the Agreement will not violate acry Law, or conflict witfi any other agteem~t to
which you at+e subject.
c) No Litigation. There is no action, suit, or proceading pending, or to your knowledge,
Uu~eatened which if decidad adversely would impair your ability to ceny on your business
substantially as now conducted or which would adversely affect your financial condition
or operations. You have never ban placed on the MssterCard MATCHT"' system
(forn~erly known as the Combined Tenninated M~ci~ant File), or, if you have, you have
disclosed that fact to NOVA in writing.
d) Tra'aact~ons. All Transactions are bona fide. No Transaction involves the use of a
Payment Device for any purpose otfier than the purchase of goods or services from you or
a retum or adjustrnent related to such purchase. No Transaction involves a Cardholder
obtaining cash from you unless allowed by the Payment Network Regulations and agrced
to in writing with NOVA.
e) Compliance wit~ Lawa a'd Regnlttiona. You will comply with all Laws and Payment
Network Regulations.
~ Baaineas Use. You are obtaining and using the processing services from NOVA for
business pwposes only and to facilitate lawful business Transactions between yourself
and your customers. You also aclmowledge that the DDA into which debits and crodits
are made is being used for iawful business purposes only.
10) AUDTT AND INFORMATTON.
a) Andit. You suthoriu NOVA and Member to perform an audit of yow business, at
NOVA's or Member's expense, to confirtn compliance with t~e Agreement~ You will
obtain and submit a copy of an audit from a third party acceptable to NOVA of the
financial, physical security, enformation security, and operational facets of yow business
at your expease when roquested by t~e Payment Networks or nequicnd by the Payment
Network Regulations. Further, you acknowlodge and agroe that t6e Payment Networks
6ave tfie right to sudit your business ta confirm compliance with the Paymont Ndwork
Regulations.
b) Information.
i) Aat6ority. You suthoriu NOVA and Metnber w make, from tune to time, any
business or other inquirias thry consida necossary to rcview the Merchant
Application or continue to provide services under the Agraement. You also authoriu
sny peison or cn:dit reporting agency to compile information to answer those credit
inquiries and to fumish that information to NOVA.
ii) Financial Informatio~. Upon the request of either NOVA or Member, you will
provido NOVA and Member audited financial statements prepared by an independent
certified public accountant selected by you. You further agree to pmvide to NOVA
and Member such other information regarding yow financial condition as NOVA
andlor Member may roquest from time to time. Within 120 days after the end of each
fiscal year, you will furnish NOVA, as requested, a financial statement of profit and
loss for the fiscal year and a balance sheet as of the end of the fiscal year.
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c) Castomer ldentification. To help the govemment ftght tfie funding of terrorism and
money laundering activities, Federal law cequires all financial institutions to obtain,
verify, and record information that identifies each person who opens an account.
Accordingly, you must provide certain information and identifying dceuments to allow
NOVA and Member to identify you.
i l) RESPONSIBII.ITY FOR ACTIONS. You are responsible for the actions of or failure to act
by your officers, dirxtors, employees, agents, business invitces, and those of any other
Person who, with or without yow consent or cooperation, obtains access to information
related to Transsctions.
12) FRAUD MO1vITORING. You are solely responsible for monitoring your Transacdons and
the actions of your officers, directors, employees, age~s, business invitees, third party
vendors including Value Added Services, and those of any other Person who, with or without
your consent o~r cooperarion, obtains access to your Transactions, for fraudulent or other
suspicious activity. NOVA and Member are under no duty to monitor Merchant's
transactions for fraudulent or other suspicious activity.
13) BUSINESS COIVTINUITY. Merchant is solely responsible for developing and maintaining
a disaster r~covery plan. Merchant should test the operation of such plan, or parts xhe~of, on
a periodic basis to ensure its effectiveness in providing disaster recovery capability to
Menchant. Merchant will maintain sufficient "backup" information and data (e.g.,
Transaction Receipts or detailod reporting) wid- respect to Transections in order to
reconstruct any information or data loss due to any system malfunction. NOVA is under no
duty to reci~eate lost Transactions.
14) T~tD PARTIES.
a) Prodocb or Servicea. You may desire to employ Va}ue Added Services to assist you.
You shall not utilize any Value Added Services, unless you have disclosed such use to
NOVA previously in writing, and unless such Value Added Services are fully compliant
with all applicable Laws and Payment Network Regulations. You must ensure that any
Value Added Service used by you is registered with the Payment Networks prior to the
perfornsance of any contractad services on your behalf. Further, you will be bound by the
acts and omissions of the third party oi~ering such Value Added Services and you wiIl be
responsible for ensuring compliance by the ~ird Pariy offering such Va}ue Added
Services with all applicable Laws and Payment Network Regulations. You will hold
NOVA and Member hazmless from and against any loss, cost, or expense incumed in
conn~ction with or by reason of your use of any Valne Added Service. Neither NOVA
nor Member is responsible for the Value Added Services provided by an unaffiliated
third party and neither N~VA nor Member is responsible for any Transaction unril
NOVA rectives data for the Transaction in the format required by NOVA.
b) Use of POS Devices Provided by Others. In addition to the foregoing, if you use Value
Added Services for ffie purposes of data capt~u~e and/or authorization, you agree: (i) thai
the third pariy providing such services will be your agent in the delivery of Transactions
to NOVA and Member via a data process~g system or network compatible with
NOVA's; and (ii) to assume fu(1 responsibility and liability for any failure of that third
party to comply with applicable Laws and the Payment Network Regulations or the
Agreement Neither Member nor NOVA will be responsibl~ for any losses or additional
fees incurred by you as a result of any error by a third party agent or by a malfunction in
a third party POS Device. Neither NOVA nor Member is responsble for any Transaction
until NOVA receives data for the Transaction in the format requirec! by NOVA.
1 S) TERM AND TERMIl~TATION.
a) Term. Unless terminated as set forth below, the Agreement wetl remain in effect for a
period of thi^ee (3) years ("Initial Term") following the Effective Date. Thereafter, the
Ageement will renew for successive two (2) year terms ("Renewal Term") unless
terminated as set forth below.
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b) Termination.
i) Merchant.
( I) The Agrcement may be terminated by you effective at the end of tfie Initial Term
or any Renewal Term by providing written notice of an intent not to re,ntw to
NOVA at least one hundred twenty (120) days prior to the expiration of the then
current term.
(2) The Agreemeut may be teiminated by yon in the event of a material breach of the
terms of the Ageemeat by Member or NOVA, provided you give Member and
NOVA written notice of a~ry alleged breach and such breach remains uncured for
a period of sixty (60) days following receipt of written notice by the party yoo
claim to be in breach of the Agr~ment.
(3) The Agrxme~rt ma.y be terminated by you in ~e event that sufficient legisla~ive
appropriation is not available, provided that you give NOVA and Member sQCty
(60) days notice prior to termination.
ii) NOVA or Member.
(1) The Agreement may be tetminated by Member or NOVA effective at die end of
the Initial Team or any Ranewal Term by providing written notice af an intent n~
to renew to you at least ane hundrod twe,nty (120) days prior to the expiration of
the then cument term.
(2) T'6e Agrcement a-ay be terminated .by NOVA or Member immediately upon the
occurrence of one or more of t6e follow+ing:
(a) The occurnence of an adverse change in yow financial condition
(b) The garnishmern or attachment of yow deposit accounts with Member, the
DDA, t~e Reserve Account, or any of your property in the possession of
NOVA or Member.
(c) The assignmtnt of your assets generally for the benefit of croditors.
(d) The commencement of a Bankruptcy ProceEding by or against you.
(e) Aay reprasentation end warranty by a parly is or becomes false or misleading
in any material respeet as of tfie dabe made, or becomes false or misleading at
any time during the term of this Agroement.
(~ Any Payment Network requires Member or NOVA W teiminate this
Agrxm~-t or cease processing transactions for you.
(3) The Agreement may be terminated by NOVA or Member if, after providing
thirty (30) days written notice, any of the fotlowing conditions remain:
{a) The occumence of Excessive Activity (defined in Section C(24xc)).
(b) 'fhe ~ce of Card Not Present Transactions without prope~r disclosure to
NOVA and Member as set forth her~n.
(c) The faiiure to pay NOVA or Member eny amoiurt you owe NOVA ar
Member.
(d) The failure by you to perform a material obligation of this A~aent
NOVA's and Membe~'s rights of termination under tfie Ag~eement are cumulative. A
spocific right of termination in this scction shaU not limit any other right of NOVA or
Member W terminate the Agreement expressed ~isewhere.
c) Notice of Termination. Notice of termination by Merchant, NOVA., or Membcr must be
given in writing. Termination shall be effecrive on the date spe~ified by the writien
notice; provided, however Merchar~t agrees that closing Merchant's account with NOVA
may take up to thirty (30) days following NOVA's receipt of written notice of .
termination. In those limitad instances where Merchant's account is c~einstated by
NOVA following termination by either Merchant or NOVA, all of Merchant's
obligations unde.r the Agroement are likewise reinstated and will renew for successive
Renewal Terms effective an the date of reiastatement
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d) Acdon Upon Termination.
i) Accoanb. All your obligations reganding Transactions processed prior to termination
will survive termination. Funds related to Traasactions processed prior to termination
may be placed in a Reserve Account until you pay all amounts you owe NOVA or
Member or amounts for which you are liable under the Agreement You most
maintain enough funds in the DDA following termination to cover all Chargebacks,
retums, adjustments, fees, fines, penalties, and other amounts due under tfie
Agreement for a reasonable time, but in any event, not less than 180 tlays from
termination. If a Reserve Account is established by NOVA, then any balance
remaining after Chargeback rights have exp~rad and aIl other amounts owed by you
have been paid will be disbursed to you.
ii) Eqnipment. If your equipment is leased, you are obligated to honor the tetms and
conditions of your leasing contract. If your equipment is owned by NOVA, you must
retum all equipmeat owned by NOVA within ten (10) business days and immediatety
pay NOVA any amounts you owe for such equipment
iii) Retnrn to NOVA. AIl promotional materials, advertising displays, emblems,
Transaction Receipts, Credit Transaction Receipts, and other forms supplied to you
and not purcl~ased by you or consumed in use wip remain the property of NOVA and
must be returned to NOVA or destroy~d within ten (10) business days after
termination of the Agreement. You will be fully liable for any and all loss, cost, and
expense suffered or incurred by NOVA arising out of any failure to return or destroy
such materials folbwing termination.
16) COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS;
MATCA"'.
a) Compiisnce with Lsws and Paymeat Network Regulations. You agree to camply with
the Payment Network Rogulations, including all requi~ements applicable to obtaining
aathotization for ACH debits from a consumer account, and with any policies and
procedures provided by Member or NOVA. The Payment Network Regulations are
incorporated into the Ag~reement by referance as if they were fuily set forth in the
Agreement..You furtber agree to comply with all Iaws, including without limitarion,
Laws related to: (i) Payment Devices; and (ii) electronic fund tiansfers; and (iii)
confidential ireatment of information. You will assist Member and NOVA in complying
in a complete and timely manner with all Laws and Payment Network Regutations now
or hereafter applicable to aay Transaction or the Agreement. You will execute and deliver
to Member and NOVA all documents they may from time to rime reasonably deem
necessary to verify your compliance with this provision.
b) MATCH'~"'. You acknowledge that Member and/or NOVA is requued to report
Merchant's business name and, if applicable, the name of Merchant's principals to t6e
MATCH~ listing maintained by MasterCard and accessed by Visa pursuant to the
requirements of the Payment Network Regulations. You specifiaa.[ly consent to the
fulfillment of the obligations related to ~e listing by NOVA and Mcmber, the listing
itself and you waive and hold harmless NOVA and Member from alt claims and
liabilities you may have as a resuit of such reporting.
c) Security Program Compliance. You must comply with the requirements of the Payment
Card Industry (PCn Data Security Standard including the Cazdholder Information
Secwity Program (CISP) of Visa and the Site Data Protection Program (SDP) of
MasterCard, as applicable, and any modificaNons to, or replacements of such programs
that may occur from tune to time. You also shall ensure that all third parties from whom
you procure Value Added Services or third party POS Devices comply with the
requirements of those programs. Upon request, NOVA will provide you with the
respective website links to obtain the curront requirements of ti~e Visa and MasteiCard
programs. You are respons~ble for your own actions a inactions, those of your officers,
dire~tors, shareholders, employees and agents, includ'mg any third party vendars with
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whom you contract to perform services for you. You shail hold NOVA and Metnber
harmless from any liability, loss, cost, or expease resutting from the violatia~ of any of
the prog~am requirements by airy of the individuals or entities listad in the immediately
precediag sentence. Should you perticipabe in a program with aay other Payment
Network a Lssuer, or accept a Payment Device of apy other Paymtnt Network that has a
~~h' P~~ ~ P~. You must comply ttierewith and ensuro that your officers,
diroctors, shareholders, employees, end agents, includ'mg any third party vendors from
whom you procure Value Added Services or third party POS Devices atso comply with
the progam reqniremeats of such Payment Networlc.
d) Data Compromiae. You must notify us immediately (and if notice is given orally, it
must be confirmed in vvriting within two (2) business days), if yon know or suspoct t6at
Cardholder information has been accessod or used without authorization. You must take
immediate steps to preserve all business records, logs end electronic evidence and contact
tocal law enforcement suthorities including the bcal FBI and U.S. Sccret Sarvica Yoa
must wodc with us to redify any issnes that may result, including providing as with (and
obtaining any waivers necessary for) atl rekvant information to verify your ability to
prevent future data incideMS in a manner consistent with this Agrxment. Without
waiving any of our rights aad remedies, you are liabla for all fisudulent transad.ions
related to such data incident and all costs NOVA or Member incw as a resuh of such
incident, including claims from thi~ parties and all costs related to the notification of
Cardholders and cancellation and ro-issoance of Cards, forensic investigation, and PCI
review for a roport of corapliance. You must provide to us, on request, audit reports of
your computer systems or data incidents or albw us to perform such audits, at your
expense. Audits must idtntify the cause of the data incidcnt and confum whether or not
you were in compliance with the Payment Networks' PCI Data Security Standard at the
ti~ne of the incident.
17) USE OF TRADEMARKS; CONFIDENTIAI.ITY; PASSWORDS.
a) Use o! Trademarka. You will prominently display the promotiooai materials provided
by NOVA in yow place of business. Your use of Visa and MastclCard marks, as well es
marks of other Payment Networks, will fully comply with ti~e Payment Nelwork
Regulations. Your right to use al! such marks wip tiermiaate upon te~mitsation of the
Agreement Yow use of promotional materials, providad by Visa, MasteiCard, and/or
other Payment Networks will not indicate, directly or indir+ectly, that Visa, MasterCard,
or such other Payment Networks endoise any goods or seivices otfier than their own and
you may not refer to Visa, MasterCard, or any other Payment Networks in stating
eligibifity for your products or services.
b) ConBdentiality.
i) Card6older and TraOaxction Informatioa. You shall, at all times proted ihe
confidentiality of Cardholder and Transaction infamation in accordance with all
appticable Laws and Payment Idetwork Regulations. You will aot disclose
Cardt-older or Transaction information to any t~ird party, exccpt to an agent of yours
assisting in compkting a Transaction, or ss required by Laws or the Payment
Network Regulations. You must maintain all systems and media containing
Cardholder and Transaction information Q- a secure manna to prevcnt access by or
disclosure to anyone other than yow authorizod personnel. You must mainffiin
Cardholder and Transaction information for such time periods as may be required by
Laws and the Payment Network Regulations and thereafter destmy, in a manner that
will render the data unreadable, all such media that you no longer deem necessary or
appropriate to maiertain. Further, you must take all sbeps reasonably necessary to
ensure that Cardholder and Transaction information is not disclosod or otberwise
misused. You may not retain or store magnetic stripe or CW2/CVC2 data after
suthor~izaiion for record keeping or additional authorization processing. In
accordsnce with Section B(16xd), Merchant shall immtdiately notify NOVA of any
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NOVA ~~,~ ~T~. Fi-) TERMS OF SERVtCE v.0630.06 dtd 10.1206 FINAL
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Cardholder or Traasaction information compromise of which it becomes aware
whether such compromise occurred at (i) tf-e Merchant; (ii) a third party from whom
Merchant procures Value Added Services; (iii) NOVA or Member; or (iv) elsewhere.
ii) Bankruptcy. In the event of failure or other suspension of your business operations,
including bankruptcy or insotvency, you must not sell, transfer, or disclose any
materials that contain Cardholder or Transaction information to third parties. You
must:
(1) Return this information to NOVA, or
(2) Provide acceptable proof of destruction of this information to NOVA.
iii) NOVA or Member Confidential Information. You shall at all rimes protect
NOVA's and Member's Confidential Information. You will not disclose any of
NOVA's or Member's Confidentixl Information to any tfiird party except as r~quired
by Laws.
c) Passworcls. If you receive a password from NOVA to access any of NOVA's databases
or services you will: (i) keep t6e password confidential; (ii) not allow any other entity or
person to use the password or gain access to NOVA's databases or services; (iii) be liable
for all action taken by any user of the password; and (iv) pcompdy notify NOVA if you
believe NOVA's databases or services or yow information has been compromised by use
of the password. If you receive passwords from a third party, you must protect such
passwords in the manner raquired by such third party and hold NOVA and Membet
harmless firom any losses, costs, or expenses that arise from your use or misuse of such
third party passwords.
d) Prnprietary Interest. Merchant has no interest whatscever, including, without
limitation, copyright interests, franchise interests, license interests, patent rights, property
rights, or other iirttrest in any services, software, or hardware provided by NOVA.
N~thing in the TOS shall be construed as granring Merchant any patent rights or patent
license in any patent which NOVA may obtain in respect to NOVA's serviees, soflware,
or equipment. Merchant will make no attempt to duplicate or otherwise ascertain the
components, circuit diagrams, logic diagams, flow charts, so~uce and object code,
schematics or operation of, or otherwise attempt to roverse cngineer any of NOVA's
services, equipment, or software.
18) NIISCELLANEOUS PROVISIONS.
a) Entire Agreement. The Agreement, Payment Network Regulations, and any amendment
or supplement to either, constitutes the entire agreement between the parties, and all prior
or other representarions, written or oral, are merged in and superseded by the Agreement.
In the event of a conflict between the documents comprising the Agreement, the
following order of priority wiil apply: (i) eny Addendum; (ii) the TOS; (iii) the Payment
Network Regulations; (iv) the Merchant Application; (v) the Merchant Operating Guide;
and (vi) any other guides or manuals provided to Merchant from time to tume.
b) Construction. Any alteration or strikeover in the text of this preprinted TOS will have no
binding effect and will not be deemed to amend the Agreement. The headings used in the
TOS are inserted for convenience on}y and will not affect the itrterpretation of any
provision. The language used will be deemed to be the lang~age chosen by the parties to
express their mutual intent, and no rule of strict construction wilt be applied against any
P~Y•
c) Assignabiliiy. The Agreement may be assigned by Member or NOVA, but may not be
assigned by Merchant, directly or by operation of law, without the prior written consent
of NOVA. If you, nevertheless, assign the Agreement without NOVA's consent, the
Agreement will be binding on the assi~ce as well as you.
d) Notices. Any written notice to ~e Merchant under the Agreement will be dcemed
received upon the earlier of: (i) actual receipt; or (ii) five (5) business days after being
deposited in thc United States mail, or with a narionally racognized overnight camer, and
addressed to the last address shown on the records of NOVA. Any written notice to
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NOVA, shall be sent by U.S. mail or a nationalty teco~-iud ovemight carrier to: 7300
Chapman Iiighway, Knoxville, TN 37920, and shall be dcemed received only upon
actualreceipt
e) Banl~aptcy. You will immediatety notify NOVA of any Banlauptcy Proceoding~
receivership, insolvency, or similar action or procaeding initiated by a' against Merchaat~
You will inclvde NOVA on ti~e list and matrix of creditors as filed with t1~e Bankruptcy
Court, wh~ther or not a claim may eJCist at the time of filing. Failure to do so will be
cause for immeciiate terraination of the Ag~+eement and shall atbw the pursuit of any
other action available to NOVA under applicable Payme~ Network Regulations or Laws.
You ackn~wledge that the Agreement constihites an executory contract to make a loan, or
extend other debt financing or financial accommodations to, or for the benefit of you,
and, as such, cannot be assumed or assignod in the event of your bankrnptcy.
~ Attorneya' Fees. The non-prevailing party wi11 be liable for and will reemburse dx other
parties for all suomeys' fees and otfier costs and expenses paid or incurrod in the
enforcement of tivs Agrcement, or in collecting any amounts due or resutting from any
breach ofthe Agreetnent
~ Caatomer Contaet. You atrthoriu Member az-d 1VOVA to contact your customers or
their Issuer ifMember or NOVA determines that such contact is nec~ssery to obtain
informatioa about any Transaction between you and a customer.
h) TelepLone Recordisg. You sutfiorize NOVA to monibor and record telephone
conversations at any timo wi~out fwther notice to the paties to such convcrsations. The
decision to record any conversation shall be solely in NOVA's discn~ion.
i) Iatormation 5haring. You understand and agree that NOVA may disclose any ~
information gathered by NOVA to (i) NOVA's "affiliates" (i.e., companies related to us
by common control or ownership) thai offer financial prodvcts or services, including
those idendfied in the Agreement and to NOVA's adminishative or service units that
perform such fundions; (ii) to non-affiliated companies to assist NOVA in providing the
products and secvices Merchant has requested; (iii) to credit rating agencies; and (iv) as
required by the Payment Network Regulations or the Laws (e.g., for tax reporting
Purposes ar in rosponse to a subpoena).
j) Commanication ~vitL Merchant You agree that NOVA and Member may provide you
with information about the Program incloding, without limitation, information about new
products and/or serviccs by telephone, electronic mait, and~or facsimile.
k) Amendmeab. Membor and NOVA may propose amendmcnts or additions to the
Agreement Memb~ or NOVA will infonn you of a proposed change m a periodic
statement or other notice. You will be deemed to have agreed to the change if you
continue to present Transactions to Member and NOVA after thirty (30) days following
the issuance of the notice. NOVA is entitled to pass ti~rough to you any fee inereases
imposed upon NOVA by Visa, Maste~Card, any other Payment Network, and eny other
third pariy including telecommunications vendors.
1) Severability and Waiver. If any provision of die Agxment is found to be illegal or
otherwise unenforceable, the invalidity or unenforceability of that provision will not
affect any of the remaining provisions and the Agrcement will be conswed as if the
illegal or unenforceable pmvision is not contained in the Agreement Neither the failwti,
the delay by NOVA or Member to exercise, nor the partial exercise of any right under tfi~
Agreement will operate as a waiver or estoppel of such right, nor shall such aznend the
Agreement. All waivers requested by you must be signed by NOVA_
m) Independeut Contractors. NOVA, Member, a~ you will be deemed independent
contrectors and no one will be considercd an agent, joint venUu~er, or partner of the otfier,
unless and to the extent otherwis~ specifically provided herein. 'Ihis Agreement ttas been
ent~red into solely for ti~e benefit of the parties hereto and is not intended to create en
interest in eny third party.
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n) Privacy Laws. In addition to Section (Bx 17xb) above, Merchant must take all
commercially reasonable steps to protsct the confidentiality of Cardholder and
Trans~tion information and shall establish and maintain physical, te~hnical and
administrative safeguards to ptevent unauthorized access by third parties to such
Cardholder and Transaction information, using a standard of care at least equal to the
standard required of NOVA to protect such information pursuant to applicable Laws,
including without limitation the federal H~ Insurance Portability and Accountability
Act (I~AA), the federal Gramm-Leach-Bliley Act or other applicable privacy laws.
Further, a Merchant tt-at is a"covered entity" or "business associate", as defined under
HIPAA, must not use any product to storo, transmit, or otherwise maintain "protected
health information" as defined by FiIPAA. NOVA is not a"business associate" as defined
by HII'AA and it is not NOVA's practice to store or accept any information that would
cause it to be a"business associate" under HIPAA.
o) Survival. All or your obligations to NOVA and Member shall survive termination of the
Agreement, including, without limitatioa, Sections (Bx4), (Bx5), (Bx6), (Bx'n, (Bx8)>
(Bx11), (Bx14), (Bx15Xd), ~Bxl~, (Bxl~ and (BX18xfl of the TOS.
p) Con~terparts; Facsimile Sigsatnres; Delivery. The Agreement may be signed in one or
more counterparts, each of which shall constitate an original end all of which, talcen
together, sha11 constitute one and the same agreement Delivery of the various documents
and instruments comprising the Agreement may be accamplished by a facsimile
transmission, and such a signed facsimile or copy shall constitute a signed original.
q) Governing Law and Venae. The Agreement will be govemed by and construed in
accordance with the Laws of the State of Florida. Venue for all disputes arising out of
tt-e Agreement shall be in Broward County, Florida.
r) Insurance Requiremenb. NOVA's liability insurance policies shalt include Merchant
as an "additional insured."
Section C- Accepts-nce of Visa and MasterCard
19) ACCEPTANCE OF VISA AND MASTERCARD. Merchsnt agrees to the foll~wing
p~visions in addition to the Definitions in Section (A) and the General Provisions of Section
(B) above:
20) VISA AND MASTERCARD DEFINTTIONS. For pwposes of this Section, "Credit Catd"
shall be doemed to be limited to a: (~ credit/business product of Visa; (ii) consumer
debit/prepaid product of Visa; (iii) credit/business product of MasterCard; or (iv) consumer
debidprepaid product of MasterCard as applicable. T'he credit/business products of Visa are
those products for which transactions by the Cazdholder are paid by t6e Cardholder at least
fifteen (15) days after the transaction inctuding: (i) consumer credit products (including co-
branded and smart Visa versions) such as Classic, Gold, Platinum, Signature, and Infinite
cazds; and (ii) business products such as business credit, business debit, business line of
credit, and smart Visa business, purchasing cards, corporate cards, fleet cards, aod
commeroial prepaid cards. The consumer debit/prepaid products of Visa are thost products
that for which Transactions by the Cardholder are paid by accessing the Cardholder's asset
account immediately including: (i) consumer Visa check cards such es Clsssic, Gold,
Platinum and Visa Check Card II; and (ii) consumer prepaid/EBT cards such as Visa Bwcx,
Visa Payroll, Visa gift cards (including incentives, promotional, and rebate), child support
cards; unemployment cards, insurance claim cards, customer service cards, state
disbursement cards (not including unemployment or child support), flexible spending account
cards, general purpose relosdable and one-time use prepaid cards, and student sid cotlege
cards. The eonsumer debitlprepaid produ~ts of MasterCard include Cardhoider signature
debit cards, prepaid cards, stored value cards, EBT catds and payroll cards. The
credit/business products of MasterCard include all other MasterCard products.
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21) HONORING CREDIT CARDS.
a) Hoooring Carda. Me~hant may choose to accept (i) onty the credit/business products of
Visa and/or MasterCard; (ii) only the consumer debit/prepaid products of Visa and/or
Maste~Card; ar (rii) both the credit/business products and consumer debidprepaid
products of Visa and/or Meste~t',ard. You must indicabe yoar decision to accept a limited
category of products on the Merchant Application aad if you wish to discontinue
acceptance of eiti~er category of ptoduct~, you must provide NOVA with thirty (30) days
advance written notice. ff yon choose to accept only one of the ca~egories of products but
later submit a Transaction outside of the selcctcd category, NOVA and Member are nM
required to reject the Transaction and you will be chm~ged our stendard fces and expenses
for that category of products. Further, if you choose a limited acceptance option, you
must still honor all internatronal cands prescnted for payment Me~hants who have
decided to implement a limited aviceptance policy an mquired to displaY appropriate
signage to commuaicate that policy to Cardholders.
b} No Miaimw or M~mum. Mec+chant s~hell not establish minunum or msacimum Credit
Card Transac6on amounts.
c) Cardholder lden~tion. In Card Prese.nt Transactions, you wilt identify the
Cerdholder and check the expiration date end signat~ue on each Credit Card. You will not
honor any Credit Card if: (i) the Credit Card has expirod; (~i) the signature on the
Transaction Receipt does not comespond with the signature on the Credit Card, is blank,
or uses tangnage to ti~e effect of "sce id"; or (iii) the account number embossed on the
Crodit Card does not match the account number on the Cc~edit Card's magnetic sd~ipe.
d) Credit Card Recovery. You will use reasonable, peaceful means to recover any Credit
Card: (i} on Visa Cards, if ~e printed four digits b~low.tfie embossed accourn number do
not match tho first four digits of the embossed account number; (ii) if you are advised by
Member (or its designee), me Issuer, or the desi~ated voice authori~tion center to retain
it; (iii) if you have reasonable grounds to believe the Credit Card is lost, stolen,
counterfeit, fraudulent, or otherwise invalid, or its use is not autt~orizod by the
Card6older, ~(iv) for MasterCard Cards, if the printed four digits below the embossod
account number do nat match the first four digits of the embossed account number, or the
Credit Card does nat have the "Twin Giobes" holog~ram on the lower right corner of the
Credit Card face.
e) Ssrcharges. You will not add eny amount to d-e posted price of goods or sorvices you
offer as a condition of paying with a Credit Card, except as permitted by the Credit Card
Rules. This paragsph does not prohibit you from offering a discount to induce a pcrson
to pay by cash, check, or similar means rather tf~en by Credit Card.
~ Co~venience Feea. Yoa may not assess Canvenience Fees unless you have disclosed
such fees to NOVA previovsly in writing and you have bcen approved by NOVA to
assess such fees. If you complete a Transaction and assess a Convonience Foe wit~out
having disclosed such fee previousiy in writing and obtained NOVA's consent, you will
be in breach of the Agreement and NOVA may icnmediately teaminate the Agreement in
addition to any other tcmodies available undar the Agreement, Laws, and Payment
Network Regulations. Transactions that include a Convenience Fce must wmply with
each of tbe following rcquirements:
i. A Convenience Fce cannot be assessed in a face-to-face merchant environment.
ii. The Convenience Fee is permitted only for onatime payments and may not be
imposed on recurring payments or transactions. Examples of recwring charges
include, but are not limited to, insurance premiums, subsctiptions, Intemet
service provider monthly fces, membership fxs, tuition or uti(ity charges.
iii. You must provide a true "convenience" in the form of an alternative payment
chennel outside of your customary payment channels, and die Convenience Fce
must be disclosed by you to the Cardholder as a charge for the altemative
payment channel convenience that is provided.
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NOVl 1 (City of'fsmmac, FL) T'ERMS OF SERVICE v.06.30.06 dtd 10.12.06 FiNAL
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iv. The Convenience Fee must be disclosed prior to the compietion of the
Transaction, and the Cardholder must be given the option to cancel the
Transaction if the Cardholder dces not want to pay the fee.
v. 1fie Convenience Fee must be included in the total amount of the Transaction; it
cannot be "split" out from the Transaction amount. The only exception is for
card acceptance programs involving only MasterCard Credit Cards where Visa
Credit Cards are not accepted.
vi. Lf a Convenience Fee is assessed it must be for all payments {Visa, MasterCard,
Discover, AMEX, ACH, and check) within a particular payment channel (mail,
telephone, and intemet).
vii. Additional Visa Convenience Fee Requirements are as follows: (i) it must be a
flat fee; (ii) it cannot be tiered or percentage based regardless of d-e value of the
gaym~t due; (iri) it must not be suthorized and settled separately from the
primary transacrion; (iv) the fee must be assessed by the same Merchant actrially
providing the goods and services; and (v) the fee may not be assessed by a
different merchant
viii. Additional MasterCard Convenience Fee Requirements are as follows: (i) the fee
may be tiered, percentage baseci, or fla~ and (ii) the fce may be authorized and
settled separately from the primary transadion.
ix. MerchaMs who accept both Visa snd MasterCard Cr~dit Cards are restricted to
assessing Convenience Fees equally across card types and as such the Merchant
is restricted to a fIat Convenience Fee and must combine all charges into one
authorization and clearing Transaction.
x. To the extent Merchaz~t's state or other goveming body has passod legislation
that requires Conveni~nce Fee assessment by government agencies as a
compontnt of card acceptance, such laws may conflict with the Payment
Network Regulations. Merchant bears all responsibility for, and agrees to hold
NOVA and Member harmless from, all liability associated therewith, including
all fces, fines and penalties levied by the Payment Networks.
xi. Convenience Fees may be prohbited by Laws in some States. Merchant may not
charge Convenience Fees where prohibited by Laws.
xri. In no event is a Convenience Fee to be referred W as a surcharge or advertised as
an offset to processing fees.
xiii. If you have received approval from Visa to participate in the Tax Payment Pilot
Program, then you may assess a variable service fee so long as: (i) only eligible
tax payments are accepted (personal income, personal property, real property,
unemployment, business income and sales and use taxes); (ii) Cardholdeis are
notified of the fee and given the opportunity to opt-out of the Transaction; (iii)
the variable fee must be processed as a separate Transaction and not combined
with the taac payment; (iv) the varisble fee may be assessed on all payment
channels and the fee cannot be higher than any other card-based payment offered
through the same channel; and (v) you submit appropriate reports of CISP
compliance to Visa and receive Visa approval and certification annually.
g) Retnrn Policy. You must properly disclose to the Cardholder, at the time of die sales
Transacdon and in accordance with the Credit Card Rules, any limitation you have on
accepting returned merchandise.
h) No Claim Against Cardholder. You will not have any claim against, or right to receive
payment from, a Cardholder or any other customer in any Transaction unless Member or
NOVA refuses to acc:ept the Transaetion Receipt or revokes its prior acceptance ~f the
Transaction Receipt (after receipt of a Chargeback or otherwise). You will not accept any
payments from a Cardholder relating to previous charges for merchandise or services
included in a Transaction Receipt, and if you receive such payments, you will promptly
remit them to NOVA.
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NOV~ (City otTa~c, FL) TERMS OF SERVICE v.0630.06 dtd 10.1206 FINAL
.w.yac~w~s,a.• .
i) Diaputea With CardLolders. All disputes between you and any Cardholder relating to
any Transaction will be settled between you and the Cardhokkr. Neithcr NOVA nor
Member bears any responsbility for such Transactions or disputes, odur than with
respect to processing Chargebacks undea the Credit Card Rules.
22) AUTHORIZATION.
a) Reqaired oa aU Transacti~ns. You must obtain an Authorization Code before
completing any sales Trensaction. An Authorization Code verifies the Crodit Card
number is valid, the Credit Card has not been ~+epo~ted lost or stolen at the time of t6e
sales Transaction, and confirms the smount of credit or funds requested for the sales
T~ansaction is available. You will follow atry instructions received during Authorization.
Upon receipt of an Authorization Code, you may consummate only the sales Transaction
authoriud and must note fhe Aud~arization Code on tf-e Transadion Receipt In any case
in which a sales Transacti~ is completed without imprinting the Credit Card, the
Merchant, whether or not an Authorization Code is obtained, shall be deomed to wan~ant
the true identiry of the customer as the Cardholder. F~ all Cerd Not Present sales
Transactions, you must obtain the Ccedit Card expiration date, Cardhotder address and
telephone number, end CW2/CVC2 nwnber end forward them as part of the
Authori7ation.
b) EfFect. M Authorization Code does not: (i) gueranbee the Merchant final payment for a
sales Transactior-; (i7 8uaranta that d~e sales Transaction will not be disputed later by
the Cardholder as any sales Transaction is subject to Char~geback; or (iii) protect you in
the event of a Chargaback regarding unauthoriud sales Transactions or disputes
iavolving the quality of goods or services. Authorization Codes will not waive any
provision of the TOS or otherwise validate a fraudulent saks Transaction or a sales
Transaction involving tix use of an expirod Credit Csrd.
c) Unreadabk Magnetic Stripes. For Card Present Transactions, if you autl~oriu and
present Transactions electronically and your terminal is unable to read the magnetic stripe
on the Ckedit Card, you must obtain the following in addition to key-entering the
Transaction into the POS Device for processmg: (i) a physical imprint of the Credit Card
asing a manual unprinter end (i~ the Cardholder's signawre on the imprinted Transaction
Receipt
23) PRE3ENTMENT OF TRANSACI'ION RECEIPTS.
a) Transncdon Receipts.
i) Card Preeent and Cs~rd Not Preeent Transactioss (other tLan Ekctronic
Commerce Tranasctions). You will use a Transaction Receipt to document eaeh
Card Present and Card Not Present Transaction. Each such Transaction Roceipt must
~ include:
(1) Card account number (tcvncated account number requirod on the Cardholder's
copy) including the spxific payment braad (i.e. Visa or 1~~).
(2) Merchant na~ric and location.
(3) I.ocation Cod~ (i.e., merchant identificarion number issued by NOVA).
(4) Transaction amount, including applicable talces.
(S) Transaction date.
(6) Space for Cardholder signature for Card Present Ttansactions.
(~ Indication of who shall ra:eive eaeh copy of the Transaction Reeeipt (e.g.,
Merchant Copy, Bank Copy, Cardholder Copy).
(8) Authorizadon Code.
(9) Teims and conditions of die salq if restricted.
If the Mer+chant is acceptmg consumer debit products of Visa or MasterCard, no data
refer~ncing the Cardholder's PIN aumber shall be printed on the receipt
ii) Electronic Commerce Tneaactions. You will use a Transaction Rxeipt to
document each E}ectronic Commerce Transaction. Each such Transaction Receipt
must include:
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NOVA ~~~ ofT~, FI-) TERMS OF SERVICE v.t16.30.06 dtd 10.12.06 FWAL
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(1) Card account number {truncated account number required on tt~e Cardholder's
copy) including the specific payment brand (i.e. Visa or MasterCard).
(2) Merchant neme.
(3) Merchant online addrass.
(4) Purchaser name.
(5) Authorization Code.
(~ Transaction amount.
('n Transaction date.
(8) Customer service contact, including telephone number.
(9) Terms and conditions of the sale, if restricted.
b) Signaturea. In Card Present Transactions, Transaction Receipts must be signed by the
Cardholder. The requirement for the Cardholder's signatw~e on the Transaction Receipt
will onty be waived if the Credit Card Transaction is a valid Card Not Present
Transactiun which fully comp[ies with the requirements set forth in ti~e TOS.
c) Reproductiog of InformAtion. For Card Present Transactions, if the fotlowing
information emboss~ on the Credit Card is not legibly imprinted on the Transaction
Receipt>yau will legihly reproduce on the Transaction Receipt the: (i) Cardholder's
name; (ii) account number, (iii).expiration date; and (iv) MerchanYs name and place of
business. Additionally, for MasterCard Traasactions, on the Transaction Receipt you will
legibly reproduc~ the name of the bank that issued the Credit Card as it appears on the
face of the Credit Card.
d) Truncalion.
i) The Credit Card account number must be truncated on all Cardholder-activated
Transaction Receipts. Truncated digits should be replaced with a fill character such
as `~c," "*," or "#," and not with blanlc spaces or numeric characters.
ii) Effective July 1, 2003, all new POS Devices must suppress all but the last four digits
of the Credit Card account number and tf~e entire expiration date on the Cardholder's
copy of the Transaction Receipt generated from electronic (including Cardhol~r-
activated) POS Devices. Effeciive July 1, 2006, all e~sting POS Devices must
comply with the rule set forth in this subsection.
iii) These truncation rules do not apply to Transactions in which the only way to record e
Credit Card account number is in handwriting or by making an imprint or copy of the
Credit Card. '
e) Delivery snd Retention o! Trnnsactioa Receapb. For Card Present Transactions, you
wi11 deliver a complete and legible copy of the Transaction Receipt or Credit Transaction
Receipt ta the Cardholder at the time of the Transacdoa. For Card Not Present
Transactions, you will deliver a complete and legible copy of the Transaction Receipt or
Credit Traz-saction Receipt to the Cardholder promptly following completion of the
Transaction in either electronic (e.g., e-mail or faic) or paper (e.g., handwritten or
terminal-generated) format. You will retain the "Merchant Copy" of the Transaction
Receipt ar Credit Transaction Receipt for at least eight.~en (18) months following the date
of completion of the Credit Card Transaction (or such longer period as the Credit Card
Rules or tfie Laws may require).
fl Electronic Transmissiou. If you utilize elactronic AuthoriTation and/or data capiure
services, you will enter the data related to Transections into a POS Device and settle ~e
Transactions and transmit the data to NOVA or its designated agent in the form specified
by NOVA no later than the close of business on the date the Transactions are completed.
If Member or NOVA requests a copy of a Ttansaction Receipt, Credit Transaction
Receipt, ar other Transaction evidence, you must provide it within the time frame
specified in the request.
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NOVA ~G~ ~T~. FL) TERMS OF SERVICE v.06.30.Ob d1d 10.12.06 FWAL
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24) RETRIEVAL REQI/ESTS AND CHARGEBACK,S; CREDITS; REPROCESSING;
FRAUD; AND FACTORING.
a) Retrieval Req.ab. You must respond to a Retrieval Request with a legible copy of the
Transaction Receipt within the time frame specified. If you fail to provide a legible copy
of tbe Transaction Receipt, you will receive a Chargeback that cannot be cured.
b) Chargebacb. You are fully liable to NOVA and Member for all Transacrions retumed
to NOVA or Member for whatever reason including, but not limited to, Chargebacks.
You agrce to accept for Chargeback and will be liable to Member and NOVA in the
amount of any sale for which the Carc~older or Issuer disputes tfie validity of tf~e sale for
any reason. You will pay NOVA and Member on demand t6e value of all Chargebacks.
You authoriu NOVA and Member to offset from incoming Transactions and bo debit the
DDA and the Reserve Account for the amount of all Chargebacks. You will fully
coopcrate with NOVA and Member in complying with the Credit Card Rules re~rding
Chargebacks. 'Il~e following is not to be considered a complete listing of the reasons for
which you msy incur a Chergeback. it is intended only to provid~ the most commonly
encounterod situations where a Chargeback may occur.
i) Failure to respond to a Retrieval Request or failure W provide a legible, complete, or
P~P«' ~PY of a Transaction Receipt in response to a Retrieval Reques~
ii) Unauthorized use of a Cradit Card as alleged by the Cardholder,
iii) Dispute by the Cardholder over the c~uslity of goods or services,
iv) Failure by Merchant to pravide goods or services,
v) The Transaction Receipt dces not bear the Cardholder's signature,
vi) The Transaction Receipt represents a sales Transaction for which Authorizatian was
initially declined end was subsequendy obteined by means of multiplc Authorization
attempts or otfier means not permitted hereunder,
vii) The Transaction Receipt fails to comply with the terms and conditions of the
A~nent or fails to compty with the Credit Card Ruks,
viii) The sales Transaction was completed ~mder circutnstances constituting a breach
of the Agrxment.
c) Ezce~sive Activity. Your presentation to NOVA of Excessive Adivity will be a breach
of the Agreement and cause for termination of the Agroement as set fortf~ ia Section
B{15xbxiiX3). "Excessive Activity" means, durinS anY monthtY period, and far any one
of MerchanYs terminai identification numbers or merchant identification numbers,
Chargebacks and/or Retrieval Reqnests in excess of one percent (1 %) of the gross dollar
amount of your sales Transactions or retwns in e~ccess of two and on~half percent
(2.5%) of the gross dollar amount of sales Transactions. You suthorize, upon the
occurrence of Excessive Activity, Member aad NOVA to take additiona] acti~s as either
of t~em may deem naxssary including without limitatioo, suspcnsion of processing
privileges or creation or maintenance of a Reserve Account in accordance with the TOS.
d) Credita.
i) Credit Tra'sactiou Receipt. You will issue a CrediR Transaction Reccipt, instead of
issuing cash or a check, as a refimd for any previous saks Transaction. Member will
debit tfie DDA for t6e total face amount of each Credit Transaction Roceipt submitted
to NOVA. You will not submit a Credit Transaction Receipt relatii-g to any
Transaction Receipt not originally submitted to NOVA, nor will you submit a Credit
Transaction Receipt that exceeds the amount of the original T~ansaction Receipt You
will, within the time period specified by applicable Laws or tfie Credit Card Rules,
whichever time period is shorter, provide NOVA with a Credit Transaction Receipt
for every retum of goods or forgiveness of debt for.savices that was the subject of a
previous sales Transaction in accordance with the Crodit Card Rules.
ii) Revocation of Credit. Member or NOVA may, in their sole discretion, refuse to
accept any Credit Transaction Rec~ipt for processing.
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NOVA (City of Tatnarac, FL) TERMS OF SEKVICE v.06.30.06 did 10.12.06 FINAL
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iii) Reprocessing. You wiq not resubmit or reprocess any Transaction that has been
charged back.
e) Frand aud Factoring. You will not present for processing or credit, direcdy or
indirectly, any transaction not originated as a result of a transaction directly between you
and a Cardholder or any Transaction you know or shoutd know to be fraudulecR or not
authorized by the Cardbolder. Perpetrators of fraudulent Transacdons will be refernd to
law enfo~ement officials. You wiU not deposit any Transaction Receipt representing the
refinancing of an existing obligati~n of a Cardholder. You agree that NOVA may, within
its sole discretion, suspend the disbursement of funds from Transaction Receipt for any
reasonable period of time requirad to urvestigate suspicious or unusual deposit activity.
NOVA and Member wili have no liability for any losses you may attribute to any
suspension of funds disbursement.
25) OTHER TYPES OF TRANSACTIONS.
a) Mail OrderlTelepSone Order (MO/TO). You may not solicit or accept MOCI'O sales
Transactions unless you have disclosed such method of sale to NOVA previousty in
writing. If you complctc a MO/TO sales Transaction without having disclosed s~h
method of sale previously in writing, you will be in breach of the Agreement and NOVA
may irnmediately terminate the Agreement in addition to any other remedies available
under the Agreement, Laws, and Credit Card Rules, and you may have to pay a surcharge
on each such Transaction. You understand that Transactions processed via M~/TO are
high risk and subject to a higher incidence of Chargebacks. You are liable for al!
Chargebacks and losses related to MO/TO sales Transactions. You may be required to
use an address verification service ("AVS") on MO/TO sales Transactions. AVS is not a
guarantee of payment and the use of AVS will not waive any provision of this Ageement
or validate a fraudulent Transaction You will obtain the expiration date of the Credit
Cazd for a M0/T0 sales Transaction and submit thc elcpiration date when requesting
Authorization of the sales Transaction. For MO/TO sales Trensactions, you witl type or
print legibly on the signature line of t6e Transaction Receipt the following applicable
words or leuers: telephone order or "TO," or mail order or "MO,'' as appropriate. NOVA
recommends that you obtain a signed Transaction Receipt or other proof of delivery
signed by Cardholder for MO/TO sales Transactions.
b) Recorring Transactions.
i) Requirements. For recurring Transactions (e.g., payment of insurance premiums or
subscriptions), you must obtain a written request from the Cardholder for such goods
and services to be charged to the Cardholder's account, the frequency of the recurring
charge, and the duration of time during which such charges may be made. You will
not complete any recurring Transaction after receiving: (i) a cancellation notice from
the Cardholder; (ii) a notice from NOVA or Member that authority to accept
recurring Transactions has been revoked; or (iii) a response d~at the Payment Device
is not to be honored. You must provide a svbsequent order form to the Cardholder
when a Recurring Transaction is renowed by the Cardholder. Merchant is
responsible for enswing its compliance wit6 Laws with respect to recurring
Transactions.
ii) Limitations on the Resubmission of Recarring TransACtiona. In some limited
instanees, you may resubmit a preauthorized recurring Transaction up to four (4)
times within sixteen (16) calendar days of the original Authorization request,
provided that the decline response is one of the following: (i) authori7ation denied;
(ii) insufficient funds; (iii) exceeds approval amount limit; or (iv) exceeds withdrawal
frequency.
iii) Recarring Transaction Receipts. You must print legibly on the Transaction
Receipt the words "Recurruig Transaction," You must obtain the Cardholder's
signature, including an eiectronic signat~e or other similar authentication that is
effective under Laws, on the Transaction Receipt. For an Electronic Commerce
23 of 31
NovA ~ ~~ ofT~. ~> ~ oF ~~~ ~.~~o.~ ~ ~0.~2.~ ~~.
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Transaction, you must elso include the fitquency and duration of the Recurring
Transaction, as agroed to by the Cardhoider, on the Transaction Receipt ~
iv) Electronic Commerce Itecnrrisg TransACtioss. In addition to the above, f~ an
Electronic Commerce Transaction, you must aLso provide a simple and easily
accessible online cancellation procedare that comp~~es with Laws, if the Cardholder's
request for goods or services was iaitially accepted online.
v} Recnrring Tranaactiona Witb Varying Amoauta. For Recurring Transactions of
varying amounts, all of the following appty: (i) the order form must allow tfie
Cardholder to specify a minimum and maximum Transaction amount to be charged,
unless tho Cardholder will be notified of the amount and date of each chacge, as
specified in the romainder of this section; (ii) you must inform the Cardholder of their
right to receive, at least ten (10) calendsr days prior to each schedule~ Transaction
Date, written notification of ine amount and dste of the aext charge; and (iii) ~e
Cardholder may choose to receive the notificatlon in any of d~e following ways: (a)
for every charge; (b) when the Trensaction awount dces not fall within t1-e range of
amountc spocifie~ on the order form; or (c) whcro the Transaction amount will differ
from the most receirt charge by more than an agroed upon amoun~ Merchant is
respons~'ble for ensuring that all communications with, and disclosures to,
Cardholders comply wit6 Laws.
c) Maltiple Trsnsaction Receipb. You will include a description and total amount of
goods and services purchased in a single sales Transaction on a single Transaction
Receipt unless: (i) partial payment is enterad on the Transaction Receipt and the balance
of the Transaction amount is paid in cash or by check at the time of the sales Transaction;
or (ii) a Transaction Receipt represents an advance deposit in a sales Transaction
completed in accordance with the Agreement end the Credit Card Rules.
d) Depoaits.
i) Prior Consent You will not accept for payment by Credit Card any amount
representing a deposit or partial payment for goods or services W be. delivered in the
future unless you have disclosed such method of sale to NOVA previously in writing.
If you acccpt a Credit Card for payment or partial payment of goods a services to be
deGvered in the fuhm without having discbsed such method of sale to NOVA
pieviously in writing, you will be in breach of the Agrcement and NOVA may
immodiatoly terminate the Agreement ia addition to any od~er remedies available
under the Agreemecrt, Laws, and Credit Caid Rules.
ii) Acceptance. If you have disclosed such method of sale to NOVA previously in
writing, then you will complete such sales Transactians in accordance with the
Agrxment, Laws, and Credit Card Rules. Merct~ant must axecute ont Transaction
Roceipt when processing the deposit Transaction and a sacond Transaction Raxipt
upon processing the balance of the Transaction. You wili note the wotds "deposit" or
"balance" on the applicabk Transaction Receipt, as appropriate. You will not deposit
the Transaction Receipt labeled "balance" until the goods have been deliverod to
Cardholder or until you have fiilly performed the s~rvices.
e) Fnture Ddivery. You will not present any Transaction Receipt or Credit Ttansaction
Receipt to Member or NOVA for processing (whether by electronic means or otherwise}
that relates to the sale of goods or services for fuhne delivery unless you have disclosed
such method of sale to NOVA previously in writing and you have been approved by
NOVA to submit such Trensactions. If you have disclosed such mediod of sate to NOVA
prcviously in writing, you represent and warrant to Member and NOVA t~at you will not
rely on any procads or credit resulting fi~om such sales Traasactions to purchese or
fiunish goods or se~vices. You will maintain sufficiem working capital to provide for the
delivery of goods or services st the agreed upon futw~e ~ate, indePendent of any credii or
proceeds resulting from Transaction Receipts or ot}-er Credit Transaction Receiptc in
24 of 31
NOVA ~~~ of T~, FL) 7'ERMS OF SERVtCE v.0630.06 dtd ] 0.12.06 F[NAL
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connection with future detivery sales Transactions or until you have fully performed the
services.
fl Electronic Commeree.
i) Electronic Commerce. You may not solicit or accept Electronic Commerce sales
Transactions unless you have disclosed suc6 method of sale W NOVA previous}y in
writing, and you may process such Transactions only if the Transactions have been
encrypted by a third party vendor acceptable to NOVA and Member. lf you submit
Ele~etronic Commerce sales Transactions without having disclosed such method of
sale to NOVA previously in writing, you will be in breach of the Agreement and
NOVA may immediately terminate the Agreement in addition to any other remedies
available under the Agreement, Laws, and the Payment Network Regulations. You
understand t~-at sales Transactions processed via the Intemet are high risk and subject
to a higher incidence of Chargebacks. You are liable for all Chargebacks and losses
related to Electronic Commerce Transactions, whether or not: {i) such Transactions
have b~n encrypted; and (ii) you have obtained NOVA's consent to engage in such
Transactions. Encryption is not a guarantee of payment and does not waive any
provision -of the TOS or otherwise validate afraudulent_Transaciion. NOVA
recommends that you obtain a signed Transaction Receipt or other proof of detivery
signed by the Cardholder for all Electronic Commerce sales Transactions. All
communication costs and compliance with Laws related to Electronic Commerce
Transactions will be your responsibility. You understand that NOVA will not manage
the telecommunications link for Electronic Commerce Transactions and that it is your
responsibility to manage that Iink. Merchant suthorizes NOVA and Member, at
Merehant's costs and expense, to perform an annual audit and examination of
Meneharit's website and a due diligence review as required by the Payment Network
Regulations for Elxtronic Commerce Merchants.
ii) Requiremenb. For goods to be shipped on Electronic Commerce sales Transactions,
you may obtain authorization up to seven (7) days prior to the shipment date. You
need not obta.in a second suthorization if the Transaction Receipt amount is within
fifteen percent (IS%) of the authorized amount, provided the addirional arnount
represents s6ipping costs. Further, your Web site must contain all of the following
infamation: (a) complete description of the goods or services offered; (b) retuined
merchandise and refund policy; (c) customer service contacts, including electronic
mail address and/or telephone number; (d) complete address (street address, city,
state, zip code, and country} of the permanent establishment of the business; (e)
complete address of the permanent establishment of the business on either the
checkout screen (which displays the total pwchase amount) or within the sequence of
Web pages presented to the Cardholder during ~e checkout process; ( fl Transaction
eurrency (such es U.S. or Canadian dollars); (g) export or legal restrictions, if known;
(h) delivery policy, (i) customer data privacy policy; and (j} your method of
Transaction security. If you store Card6older accouitt numbers, expiration dates, or
other personal Cardholder data in a database, you must follow the applicable
Payment Network rules on securing such data. You may not retain or store
CW2/CVC2 data after authorization for record keeping or additional suthorization
processing.
26) iNTERCHANGE. Interchange qualification requirements, as defined by the Credit Card
Associations, affect the Merchant's fees or surcharges owed for Transactions. Merchant will
pay a higher discount rate, higher fees, and surcharges for Transactions that do not meet the
best rate qualification criteria or have been processed in a manner other than for which the
Merchant was approved.
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NOVA (Ciry of Ta~nsac, FL) TERMS OF SERYICE v.0630.06 dtd 10.12.06 FINAL
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Section D- Acceptance of American Ezptess, Discover, DiBers or JCB
27} ACCEPTANCE OF AMERICAN EXPRESS, DISCOVER, DINERS, AND~OR JCB
CARDS. If NOVA ptovides suthorization end/or data capture s~n'~as to Merchant for
pmerican Express, Discover, Diners, and/or )CB Transacfions, Merchant agroes to the
following provisions, in addition to tfie Definitions in Sedion (A) snd the General Provisions
of Section (B) above.
28) ACCESS. Upoa request and fulfitLnent of t~e following conditions, NOVA will provide
access to suthorization and/or data capture sdvices for American Express, Discover, Diners,
and/or JCB Transac~ions to Merchants who have been approved by American Express,
Discover, Diners, and/or JCB and who have entered into a seParAte aSreemer't with American
E~~s~, ~~,er~ Din~rs, or JCB, respacdvely; providod, however that neither NOVA nor
Member shail be respons~bk for funding such Trensactions.
29) FORWARDED INFORMATION. NOVA will forwerd certain 'v-formation pertaining to
Merchant, including, but not t'vnited to, contaet information and DDA numbers, to one or
more of such Card Associations, w'-less NOVA receives from Merchaat written instructions
to the contrary.
Il~i WITNESS WHEREOF, the parties heTeto have elcocuted this TOS.
MERCAANT .
~ L, , /~7~.G/~w ~ii
B}~: i r
Name: ~Y ~" ~
~en~r
Tide: GTTY M~-I~lAGF~t
NOYA INFORMATION SYSTEMS, INC.
By:
Name: Wt~l p• ~yII~JY~TIi ~+
Title: ~il ~eMfeS- ~s~`NE'1~/iL CDt)r0 j~1..
Dau: t7 Oc.ro~3Ex- ?~~
("Effective Date'~
WACHOVIA BANK, NATIONAL
26 of 31
NOVA (City of Tam~uac, FL) TERMS OF SERVICE v.06.30.06 dcd 10.12.06 FINAL
..c.r.,oM s~s7ec• .
SCHEDULE A
SCHEDULE OF FEES
October 3, 2006
D~~n~ Rate Schedule~•
vsa / MasterCard
Interchange, Dues & Assessments (ID&A): At cost pass through (see Additional Info belov~
NOVA proceasing Fee: 0.229/0
Other Account F
One 6me Setup feeZ E95
Statemerrt fee 35.00
MorrtNy mirumum fee S25 pe~ MID
Chargeback fee $12 per oxurrence
Vace Auth Fee 5:65
Voice Auth + Operator Assisted 3.95
Voice Auth + tssuer referral S4.OU
Non Bankard Fees:
PIN-based Debit Card Transadions' $.fi5 per item regional
NON-Bankcard (Amex, Discove~ transaction fee: $.10 per item~
OationalECS Electronic Check Conversbn d~ Processina• (reauired RDM6000i check imaaar
wNeriFone Omni or Hvnercom T7PIus terminals)
ECS Chedc Vetifications:
ECS w/Guararrtee:
Monthly Minimum:
Retumed Items:
NSF b-11ing service:
NetChedcT" Image Web Aocess:
~eoortina•
Basic Meroharrt reporting:
Advenced Reporting Service (MCPTM) by Nova
Morrthly Aocess Fee
Terminal oricina•
Nova Certified Equipment Manufacturers:
Reprogram Fee:
$.30 per item
50.30 per item + 1.99°Yo
525.00 per location ('d app[icable)
54.00 per oxurrence
~2.50 per ocxurrence
a24.95 Mortthly per U~r
50.00; Free through www.merchar-tconnect.com
520.00 per User; Fult chain tevel reporting
Hyperc:om, VeriFone or Nurit
325.00 per Terminal
Other (Non-certified) Equipment Manufactures: The Nova Network can process credit card
hansaction irom equipment certified on the following Networks:
- V'Ral ~saNet)
$.05 per item
~ Qualified Emerging Market rates. Based on current Interchange, Dues and Asscssments (IDBcA) from
Visa USA and Masurcard Intornational. Other qualification levels subject to surcharges piusuant to the
current IDBzA. If there is an increase in ID~A, Nova will adjust rates accordingiy.
2 All location initial setup. Subsequent add-on locations will be S35 ea.
' PIN-based Debit assumes certification to the Nova Network for PIN-encryption.
~ Discount rates and fees applicable direct from Issuers.
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NQVA (Ciry of Tam~ac, f1.) TERMS OF SQtVICE v.063U.06 ~d 10.12.06 FINAL
_ µ~a no exlra per item fee
- Paymentech 50.15 per itam
Flypercom 77Pius Terminal Prir~ter cornbo: ~ 5649.D0 purchase or S29.OOJmos base (36 mos)s
Hrpercom P1300 PinPad: X 5175.00 ptu+chaise or SB.OOhnos lease C~~)
VeNFone Omni 3730LE Tem~inal Printer combo
VeriFone P1000SE Pin Pad
RDM6000i Chedc imager:
YVirele~ Procsoin~
Nurit 3010 Wireless Tetminal:
Wireless pt+ocessing MorrtMly Fee:
Wireless one time Setup Fee:
inbemet Proceasins~
V'~aKLIX"' by Nova Website Gateway
V'181CUXTM 0119 $tT19 S81l1~ fQE:
i598.00 purchase or 526.OO/rrwa Lease (36 months)
5165.00 purchase or S7.OOJrnos fease (38 mor~ths)
SB45.00 purc~ase or S28_OQ/nws leese (38mos)
a~,2so.oo ~ or sss.ooarr~ ~ c~>
~0-~
525.00
520.00 per montl~
a,ss.oo
3i° Parly Intemet Paymant Galsway Tnms: 50.00: No cost (above rate~ees ePPb). Intemet
PaYment engine (.e. Harbor PeymeMs~ VerSign~ Aulhorize.net) ~rwst be certified to one of 1he following
PaYment networics:
- Yital ~saNet)
- Nova
- Payrttentech
50.10 per item
s0.00
50.15 per item
Softwane PC Processins~
YIaWARPT" by Nova
Up to 10 User Lfoense
Monthy support fee:
5599.99
i12.00 per Loc (S~ ~)
Up to 50 User Lioense
Nlonthy support fee:
Up to 150 User License°
Monthy support tee:
5999.99
515.00 per Lx (5200 max)
a,~ss.se
=25.00 per Loc (~200 max)
Additional Informxtion
. 24-Hour funds av~labditv for Wachovia banking customers maintaining a business
checking axount Daity prooessing depasits transmitted to NOVA prior to 2:OOAM EST
will be cxedited b your business checki~g acxount the next business day folb~wing
transmission.
. www.merchantoonnect.~m. NOVA'S online interactive Customer Service site provides
an interactive support site to our merchant base far accessing information about your
NOVA accounts including daity updates of your processing statement, free of a e.
s All lcase pricmg based on 36 month non-cancelable lease from LADCO Lessin& Inc.
6 Deluxe Ver.; Required for inugtation with existing compatible software applications.
28 of 31
No~~ «~ ~T~. ~, ~s oF s~,~ ~.~.30.~ ~ ~o. ~2.~ ~.
.~,o.~.
Analysis Billin~availability. For our Wachovia business checking cfients, we can run
yow fees through the Bank Analysis. This offers you the benefit of having the Bank pay
d~e discount fees directly to NOVA. 'Ilie Bank will then offset these fees in later debits
and credits to your bank accounts utilizing the power of your e~nings credits and
compensating balances.
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NOVA (City of Tamarac, FL) TERMS OF SERVICE v.0630.06 dld 10.12_06 FW AL
..o...,~~•
SCHEDULE B
AFFILIATED EN7ITIES
'I'6is Schedule B to the Terms of Service is dated as of this ~~ day of v~~~' > 2~~ •
MERCHANT
By: O~'~! ~•/~ t,~!-t~~.r. G;~'~
JEFFREY L. lUIIId.ER
Name:
PRINT
Tide: CITY MANAGER.
NOVA ORMATION SYSTEMS, INC.
By:
Name: ~~ccS7 /'~ ~YN~ ~7'~i -
TiUe: Q l~C.c ~ bE~'O v~p J«~•Q•
R'ACHOVIA BANK, NATIONAL
ASSOCIATI N
By:
Name: l ll_G1 ~• ~(~S
Tide:__ ~r ~ !~ -
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