HomeMy WebLinkAbout23531AGREEMENT INFORMATION
AGREEMENT NUMBER
23531
NAME/TYPE OF AGREEMENT
FIRST UNION NATIONAL BANK OF FLORIDA
DESCRIPTION
PARTICIPANT AGREEMENT/BANK CHARGE CARD SYSTEM
EFFECTIVE DATE
December 15, 1992
ATTESTED BY
WALTER FOEMAN
ATTESTED DATE
2/5/1993
DATE RECEIVED FROM ISSUING
DEPT.
2/8/1993
NOTE
DOCUMENT LOG FORM /CITY MANAGER'S OFFICE
.)
Name of party(ie's):
Document type:
Purpose:
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Facility: C,11 CQSA ev' ; / /ic.g 0C1074; /WaY/.45
Date(s) : 3 `/— 3 7 ' le 30 93
Department: /;lc.Nd e
Contact person( questions).: 2q✓y ,etie k Tel .: 1/6 62
Contact person(delivery): Tel.:
EXPENS REVENUE $ /) S C v ACCOUNT(s)/PROJECT(s)/7-48r4.511q0live
Authorized by Resolution No AM(ATTACHED) OR
APPROVED BY:. Budget Direc (IF GENERAL FUNDS)
CIP Administrate (IF CIP FUNDS)
Comm.Dev.Director (IF C.D. FUNDS)
K. All City requirements have been met and the
document(s) is(are) ready for execution
Dept. Direc or/Designee ni .
DEPT. DIRECTOR OR DESIGNEE Date /"'027-93
ACM/Advisor
Signature
Signature
Date
Date Rec.by Mgr's. Off.:
Date signed by Mgr.:
Attested by City Clerk:
Returned to dept/office:
ORIGINAL TO CITY CLERK:
REV. 9/20/91
BANK CHARGE CARD SYSTEM
PARTICIPANT AGREEMENT
THIS AGREEMENT, between �� es t t'l H' itP
N4f1ONeW gee 1<0)4 1:1 tid9' ,
(Bank)
and the undersigned participant (Participant), Witnesseth:
WHEREAS, Bank has joined with other banks in the MasterCard
and/or VISA System hereinafter referred to as Bank Charge System
to enable holders of MasterCard/ VISA cards, hereinafter referred to
as Charge Cards to purchase goods and services from merchants by
use of Charge Cards; and Participant wishes to participate in the
Bank Charge System by furnishing goods or services to be paid for
by a cardholder through the Bank Card System;
THEREFORE, Bank and Participant agree as follows:
1. Participant will sell merchandise or render services to any
holder or authorized user of a Charge Card issued by any member
Bank of the Bank Charge Card System, MasterCard International or
VISA, U.S.A., Inc. subject to the exceptions, limitations, terms and
conditions of this Agreement. Participant acknowledges that this
Agreement is limited to the products and / or services described in the
merchant Application unless prior written consent is obtained from
Bank.
2. Participant will use forms, supplies and equipment prescribed
or furnished by the Bank and will follow and abide by operating rules
and procedures established from time to time by the Bank Charge
Card System, MasterCard International, VISA U.S.A., Inc. and the
undersigned member Bank.
3. Participant will carefully examine each Charge Card presented
to Participant for the purpose of determining:
(a) That such card has not expired
(b) That such card has not been revoked
(c) That such card is not in the Combined Warning Bulletin
or otherwise invalid.
Participant will use his best efforts to retrieve each card which has
expired, been revoked, is counterfeit, is listed on a void card list or is
otherwise invalid and will deliver such card to Bank or notify Bank of
the presentment of any such card if not recoverable.
4. Participant will examine items of personal identification of the
Cardholder or authorized user in such number and of such nature as
Bank shall designate and will note pertinent information on sales drafts
when so instructed by Bank.
5. Participant warrants and represents that each sales draft pre-
sented by it to the Bank was received in payment of the purchase price
for goods or services actually rendered in good faith for the price set
forth in such draft (unless the amount of the purchase price in excess
of the amount stated in the sales draft was paid in cash at the time of
sale); is not subject to any disputes, setoffs or counter -claims; is drawn
by bona fide Cardholders to whom Participant has actually sold the
goods and/or Services; that same was personally signed by the Card-
holder, and that each such Cardholder had legal capacity to contract at
the time of purchase; that all statements of actf eaftained therein are
true and Participant has no knowledge which would impair the
validity or collectibility of each sales draft submitted to Bank; that
Participant has checked the Charge Card as to validity and authenticity
thereof and also has checked the Combined Warning Bulletin supplied
by Bank; that the designated number and types of items of personal
identification of the holder or authorized user have been requested and
examined by Participant, except where not required by Bank; that the
total charges made within any 24-hour period at Participant's place of
business do not exceed the floor limit set by the rules and regulations
of MasterCard International and VISA U.S.A., Inc., except as other-
wise authorized by Bank; that the purchase of any single item of goods
and / or services has not been consummated by the execution by the
holder or authorized user of more than one sales draft; that such
transaction does not involve any element of credit; that there have been
no special charges nor any special agreements, conditions or security
extracted in connection with the transaction; that Participant has good
title to. the sales draft and it has not previously been assigned or
encumbered; and that the sales draft does not represent any illegal sale.
6. All the sales drafts tendered to Bank by Participant shall be pre-
pared in the number of copies required from time to time by Bank.
Participant will deliver the copy designated for Cardholder to Card-
holder at the time of the transaction. All copies shall legibly state the
date of the transaction, name and address of Participant, adequately
describe the goods and / or services sold, and state the total cash paid,
including all applicable taxes, the Charge Card number, and the name
of the holder and authorized user, if such is not the same person, and
other information required from time to time by Bank; that the sales
draft evidences a transaction between the participant and the Card-
holder with no third party broker; and that the sales draft does not
represent any illegal sale.
7. Participant, if making a sale to a Cardholder, without use of
his Charge Card, will: (a) obtain Cardholder's name and account
number from Cardholder or from Bank or Bank Charge Card System;
(b) contact Bank Charge Card System or its designated agent by
telephone for authorization for the amount of such sale, advise of
non -presentment of Charge Card, and if given, write the authorization
number on the sales slip; (c) if authorization is given, legibly write
Cardholder's name and account number and legibly imprint the em-
bossed legend from the Participant plate on the sales slip and complete •
it as provided herein; (d) have the sales slip signed and furnish a copy
thereof to Cardholder as provided herein. Participant is liable for
charges made using an invalid, expired, or cancelled Card number and
Participant's account will be charged back for any such charges made.
8. Participant, if making a sale to a Cardholder by mail or
telephone, will follow the procedure provided in Paragraph 7 hereof,
except that: (a) Participant will sign Participant's name in the space
provided for Cardholder's signature on the sales slip and note that the
order was placed by telephone (TO) or mail (MO).
9. Sales to Cardholders by mail or telephone as provided in
Paragraphs 7 and 8 hereof (Identity Responsibility Sales) are at Parti-
cipant's option. In making them Participant shall be deemed to
warrant that the purchaser is the person whose name appears as
Cardholder on the sales slip; or sales application slip, and that, with
respect to Paragraphs 7 and 8 hereof, the name, account number and
expiration date appearing on the sales slip are the same as those
embossed on such Charge Card.
10. Except for Identity Responsibility Sales and subject to
Paragraph 5 hereof, Participant has no liability to Bank in connection
with sales drafts because of forgery or use of a counterfeit card if Par-
ticipant has exercised due care and diligence in complying with the.
terms of this Agreement. The Participant shall not disclose to third
parties other than to the Participant's agents for the purpose of assisting
the Participant in completing the transaction or as specifically required
by law a Cardholder's account information nor other personal infor-
mation obtained without the prior written consent of the Cardholder
on a document other than the draft. All media containing debit or
credit card account numbers, imprints, such as sales and credit slips,
and carbons must be stored in an area limited to selected personnel
until discarding, and must be destroyed in a manner that will render
the data unreadable.
11. Participant will cause Participant's name or trade name to be
written, stamped or printed to each sales draft prior to deposit, and
will deposit each sales draft, using a form of deposit ticket provided or
authorized by Bank, in Participant's aforesaid clearing account before The amount shown on each such credit slip will be charged to Par -
the` Sank closes for regular banking business on the next regular Bank ticipant's account or, upon demand, Participant will pay the amount of
business day after the date of the sales draft. Bank is authorized to each credit slip issued and will indemnify Bank against all liability,
stamp or write Participant's name on any sales draft if Participant has loss, claims and demands whatsoever arising in connection with the
failed to do so. If Participant's name is written, stamped or printed on return of merchandise, price adjustments, Identity Responsibility Sales
sales drafts as required by the paragraph, it shall be deemed to be and copies of credit slips and sales drafts to purchasers which differ
endorsed, assigned and transferred to Bank. Upon receipt of such from the originals, whether or not a credit slip is used.
deposits Bank will purchase such sales drafts for the face amount
thereof. 1 16. Upon receipt of credit slips which are in compliance with the
terms of this Agreement, Bank will charge against Participant's ac-
12. Bank will furnish a monthly statement to Participant from count the total shown thereon evidencing the original purchase of
which Participant will be able to determine the total amount of sales goods or services. All sales drafts, credit slips and deposit slips are
reflected by sales drafts purchased, the total amount of credits shown by subject to review and verification by Bank. In the event of any error,
credit slips issued to Participant's customer, the net total amount of Bank may credit to or charge against Participant's account, as the case
Cardholder's accounts purchased, and will charge Participant's account may be, the proper corrective amount without notice.
for ---3 per centum of the net sales as a tentative discount,
with the minimum discount being $15.00. Participant agrees, if required 17. If any transaction pursuant to this Agreement or otherwise
by Bank, to authorize every MasterCard and Visa transaction deposited results in a debit balance of Participant's account, Participant will im-
with Bank, and further agrees to deposit all MasterCard and Visa trans- mediately pay to Bank, on demand, the amount of such debit balance.
actions daily, Monday through Friday, excluding holidays. Bank has the
right to amend this agreement including but not limited to the 18. Participant will promote, and assist Bank and other Bank
discount rate by providing Participant with written notice. Charge Card System, MasterCard International and VISA U.S.A., Inc.
members in the promotion of Bank Charge Cards. Participant
13. Bank or its assignee has sole right to receive payments on sales will display advertising furnished by Bank to advise the public of the
drafts assigned to and purchased by Bank until charged back to availability of Bank Charge Card System. Imprinter, forms and sup -
Participant. If any payments are received Participant will hold them plies furnished by Bank will remain the property of Bank.
in trust for Bank and promptly remit them in kind to Bank, with infor-
mation showing Cardholder's name and account number and identi- 19. Bank will furnish procedure and time schedules for credit
fying the transaction involved. authorization from time to time.
14. Participant agrees that irrespective of any non -recourse pro 20. Participant will: (a) pay Bank a membership fee of:
vision stated on Bank Charge Card System sales drafts Participants will
pay to Bank on demand the amount paid or credited to Participant for, 111/ i J� ($ 3 . 0 U ) dollars, plus
and Participant will indemnify Bank against all liability, loss, claims f
and demands whatsoever arising in connection with Unqualified Sales a membership fee of ''�1 i ✓ f C�3 �' ��
Drafts, meaning sales drafts and the transactions evidenced thereby: (a) for each additional location operated by Participant; (b) preserve all
which are not in all respects legible and as represented, warranted or records pertaining to Charge Card Sales and Pre -Charge Card Sales
agreed herein; or (b) in conneciton n with which; (1) the Charge Card and one copy of each completed sales draft and credit slip for one year
used had expired or priorornotice of its revocation or invalidity was from date hereof and permit Bank to examine and verify same at any
given Participant; (2) any required credit authorization, account num reasonable time. Participant waives notice of default or non-payment,
ber, obligation, time period, procedure or agreement hereof has not protest or notice of protest, demand for payment and any other
been obtained, fulfilled or observed; (3) the merchandise has been demand, or notice in connection with any sales drafts, Charge Card
returned, whether or not a credit slip is given Bank; (4) the merchan Sale, Identity Responsibility Sale, credit slip or this Agreement and
dise or services have not been delivered or performed as agreed; (5) consents to all extensions or compromises given any Cardholder and
there is any dispute or defense between Participant and Cardholder agrees that such does not affect any liability of Participant hereunder.
whether or not valild; (6) the purchaser is not the person named as If a petition shall be filed by or against Participant under any provision
Cardholder in an Identity Responsibility Sale; (7) Participant has not of the Bankruptcy Act or amendments thereto, or if a receiver shall be
exercised reasonable diligence in determing to the best of Partici appointed for it or any of its property, or if a judgment shall be
pant's ability, that the card used was a Chard Card issued for use in rendered against it, attachment issued against any of its property, in -
the Bank Charge Card System or that the signature on the sales draft junction issued against it or if a meeting of its creditors shall be called
corresponds with the authorized signature on the Charge Card, or there to consider its distressed financial condition, or if it shall become
has been any negligence, fraud or dishonesty of Participant or insolvent, commit an act of bankruptcy, make an assignment for
any employee thereof; or (8) the transaction for which the sales draft benefit of creditors, appoint a committee of creditors or liquidating
was given in violation of law or the rules or regulations of any agent, make an offer of composition or bulk sale, or if it (being an
governmental agency, federal, state or local Bank may debit the individual) shall die, or (being a partnership or corporation) shall be
amount of any Unqualified Sales Draft to Participant's account and has dissolved or cease to do business, then and in any such events Bank
the right to withhold funds on deposit in Participant's clearing account shall have the option to require Participant to forthwith repurchase all
in such amounts as may be required to cover anticipated returns and outstanding sales drafts purchased by Bank hereunder with recourse or
charge backs. No delay by Bank in demanding payment herein or with respect to which Participant is liable to Bank hereunder and shall
pursual by it of alternate remedies shall constitute a waiver or estoppel pay thereof a repurchase price equal to the amount unpaid and owing
against it.-Itt-adeliEierr-te-any-right-of-setofFav ' hereon. Bank may charge any account Participant may have with
-lam.;RafticgaEg�t}c-a-seettrity-interest in—anpotteracLvuiit' Bank thereof. This Agreement is effective when signed by Participant
-off ParsicigaaE-te-sesiffe-all'payment-reeitttfed-et-otiter-exterisrerts-°f- and Bank and binds their respective heirs,representatives, successors
cre,Vt to434 t igant-r er-i+i-Elie-ftitttre- and assigns.
15. Participant agrees to establish a fair policy for the exchange
and return of merchandise and adjustment for services rendered and 21. Participant agrees that participant is not furnishing credit to
for that purpose will give credit upon such exchange, return or ad- or making sales on credit to Cardholders in Charge Card transactions.
justment. Participant will make no cash refunds to purchasers on Participant acknowledges notice that a finance charge is made by the
Charge Card Sales. If any merchandise is returned or price adjustment Bank or other card issuer upon balances owing from Cardholders to
allowed or the purchaser is not the person whose name appears as the bank or other card issuer in connection with sales drafts drawn by
Cardholder in any Identity Responsibility Sale, Participant will legibly Cardholders and presented by Participant to the Bank. Participant
complete, date and sign a credit slip in form as provided for Partici- agrees that, if Participant should make any differential between the
pant, and within three (3) Bank business days thereafter, deliver it to cash price and the credit card price for any merchandise or services,
Bank and give a true completed copy to Cardholder when appropriate. or make any special charge for the use of the Charge Card, Participant
- Subject to the limitations set forth in the Florida statutes.
will first give written notice to the Bank and will cooperate reasonably
andslawfully with the Bank for the purpose of complying with all
usury laws and all laws rggg�uiring disclosure of information to con-
sumer. Participant agreeo hold and save the Bank harmless from
loss, liability and expense, including peitaltiss-and-atturney's fees re-
sulting from or caused by Participant's violation of this paragraph 21.
22. Participant may not present for processing or entry into
Interchange, directly or indirectly, any paper which was not ori-
ginated as a result of an act between the Cardholder and Participant.
23. The right of Participant to make Charge Card Sales and to
use advertising displays, forms, materials and equipment developed for
use in the Bank Charge Card System or provided by Bank shall con-
tinue only so long as this Agreement remains in effect and untermi-
nated. This Agreement may be terminated by either party by giving or
mailing written notice thereof to the other. All existing obligations,
warranties and agreements with respect to sales drafts deposited before
such termination, and credit slips in connection therewith, shall re-
main in full force and effect.
24. This Agreement is binding on all mutually agreed upon
locations.
25. This Agreement supersedes all prior contracts with Bank
or its predecessors.
Dated: f (rj)1 /afIf.
/1'477J, / 15;;L, i dam" 1:-7A�'rd �l
k) I' i
By •�:y .r C..—,L I'n
By: LL. L-c' (()-t
City of Miami, a political subdivision of the State of.
Attest:
(Participant)
7/ Address
By: fe
*subject to the limitations set forth in the
Florida statutes, 768.28
Matty Hir
City Clerk
Approval as to orm and context: Approval .•s to Insurance requirements:
Suj an
Dep
Director
sk Management
CERTIFIED COPY OF CORPORATE RESOLUTION
THIS IS TO CERTIFY that a Regular -Special meeting of the
Board f Directors, of
a corpor ion organized and existing under the laws of the State of
held of the day of
ich meeting was duly called and properly held at the
aid corporation pursuant to its articles of Incor-
nd at which meeting a quorum was present, the
s unanimously adopted, to wit:
the President, Vice -President, Secretary or
more of them, be and they hereby are
enter into and execute an agreement, on
ble, the name of and on behalf of this
19
principal office o
poration and by-laws
following resolution
'Be it resolved, tha
Treasurer, or any one o
authorized and empowered t
such terms as they deem advi
Corporation, with
hereinafter called Bank relating to the sale by this Corporation to
Bank of charge slips evidencing charge p chases from this Corpora
tion of merchandise sold and delivered and - rvices rendered, or both,
and from time to time to modify such ag -ement and make and
modify arrangements with Bank as to the terms .n which such charge
sales slips are to be sold to Bank, and they are h. eby further autho-
rized and empowered to sell, assign, deliver, en. rse, negotiate or
otherwise transfer to Bank all accounts, charge sales lips, and other
obligations, and any instruments evidencing or securin ame, now or
hereafter owned or acquired by this Corporation, and •r said pur-
poses to execute and deliver any and all assignments, tra fers, en-
dorsements, contracts, guarantees, agreements or other inst ents in
respect thereof and to make remittances and payments in - spect
thereof by cash, checks, drafts or otherwise and to do and perfor . all
such other acts and things deemed by such Officer or Officers necessa
convenient or proper to carry out or modify any such contract an
arrangements with Bank, hereby ratifying approval and confirm
all that said any Officers have done or may do in the premise
IT IS FURTHER CERTIFIED that the above and for going
resolution is in full force and effect and has not been cinded,
modified or altered, and that the within Bank Charge Ca i System —
Merchant Agreement is the contract referred to in e foregoing
resolution.
IT IS FURTHER CERTIFIED that the follow g are the true and
exact signatures of the officers designated in the : bove and foregoing
resolution and that said signatures were subs ibed in my presence.
President
Vice -President
Treasurer
IN WITNESS WHEREO the undersigned Secretary of this
Corporation has set his ha
day of
and affixed the corporate seal this_
, 19
Secretary
PERSONAL GUARANTY
The undersigned jointly and severally guarantee the payme t, when
due, to any holder hereof of all amounts from time to ti owing to
the Bank. The undersigned jointly and severally waive no ' e of accept-
ance of this guaranty, of any extensions in time of p ment, of sale
of collateral, and of all other notices to which the u ersigned would
otherwise be entitled by law and agree to pay . amounts owing
hereunder upon demand, without requiring an . rior action or pro-
ceedings against Participant.
The undersigned further agrees that the fa' ure by the holder of this
instrument to perfect any security inter- : granted by the foregoing
shall not affect in any manner the fiats' ity of any guarantor hereon.
Witness
Dat
402015 (25/pk: (Rev 3/90)
DESCRIPTION
ESTIMATED BANK CHARGES FOR MATERCARD AND VISA
FOR A PERIOD OF SIX MONTHS
GOLF TOTAL
B&Z DUPONT POLICE COURSES MARINAS TOTAL COST COST
MONTHLY TERMINAL $456.00 $228.00 $456.00 $456.00 $456.00 $2,052.00 $2,052.00 $2,052.00
LEASE FEE/PRINTER
INSTALLATION & TRAINING 50.00 50.00 100.00 100.00 100.00 400.00 400.00 400.00
ESTIMATED MONTHLY FEES
(PER TRANSACTION AMOUNT) 15,000.00 3,000.00 9,000.00 3,000.00 18,000.00 48,000.00 0.03 1,440.00
ESTIMATED MONTHLY FEES 300.00 120.00 300.00 120.00 600.00 1,440.00 0.16 230.40
(PER TRANSACTION) 4,122.40
3