Redondo Beach City Council
November 21, 2023

Type of Account( Check one)
Control Number
Arc
globalpayments ut Direct Account
Agent Bank Account
0 Bank Referral, new relationship
Name of Bank: Bank ofAmerica Branch:

Merchant A lication
Merchant' s DBA Name/Outlet Name: Merchant's Legal Name:

City of Redondo Beach City of Redondo Beach
Physical Street Address( No P. O. Box): Legal Address:
415 Diamond Street 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90277 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone: Fax:
310) 318- 0683 I( 310) 937-6666 310) 318-0683 I( 310) 937- 6666 Contact Name at this Address: Contact Name at this Address:

Daisy Hom Daisy Hom
E- Mail: E- Mail:
daisy.hom(gredondo.org daisy.hom© redondo.org
Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):

Merchant Profile AmexNisa/ MasterCard/ Discover Information Type of Ownership: 0 Sole Proprietor o Partnership 0 Corporation Market Type: Sales Profile( Must equal 100%) 0 LLC 0 Professional Assoc 0 Tax Exempt Org( 501C) 0 3, 0 4, 0 10 ia Retail 0 Supermarket Card Swiped 95% Type of Goods or Services Sold: SIC Code: 0 Restaurant 0 Emerging Market Manually Keyed with imprint 0% Permits& Licenses 9399 Lodging o Public Sector Mail
o MO/ TO 0 Auto Rental Order/Telephone/Internet 5%
Years in business under current ownership: Federal Tax ID# 0 P- card o Cash Advance 124 g151610101017161710 E- commerce 0 Other
Total= 100%
Do you currently accept AmexNisa/MasterCard/Discover? m Yes 0 No Does merchant accept transactions before the customer receives product or service? 0 Yes la No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offer warranties, dues, subscriptions, memberships or other extended services? o Yes la No Annual AmexNisa/ MC/Discover Sales:$ 2250 000 Average Ticket:$ 240 Total AmexNisa/ MC/Discover Sales( multiple locations only):$ 2 250 000 Member Bank( Acquirer) Information
Wells Fargo Bank, 1200 Montego, Walnut Creek, CA 94598( 925) 746-4167 Important Member Bank( Acquirer) Responsibilities Important Merchant Responsibilities

1. The Bank is the only entity approved to extend acceptance of Card 1. Ensure compliance with cardholder data security and storage requirements.

Organization products directly to a merchant. 2. Maintain fraud and chargebacks below Card Organization thresholds.

2._ The Bank must be a principal( signer) to the Merchant Agreement. 3. Review and understand the terms of the Merchant Agreement.

3. The Bank is responsible for educating Merchants on pertinent Card 4. Comply with Card Organization rules.

Organization Rules with which merchants must comply: but this information 5. Retain a signed copy of this Disclosure Page. may be provided to you by Processor

4. The Bank is responsible for and must provide settlement funds to the Merchant.

5. The Bank is responsible for all funds held in reserve.

Merchant Resources
You may download' Visa Regulations" from Visa's website at:
http:// usa. visa. com/ merchants/ operations/ op_ regulations. html You may download" MasterCard Rules" from MasterCard's website at: The responsibilities listed above do not replace the terms of the Merchant http:// www.mastercard. com/ us/merchant/support/rules.html Agreement and are provided to ensure the Merchant understands some You may download additional merchant information from Discover's website important obligations of each party and that the Bank is the ultimate authority at: http:// www.discovernetwork.coMmerchants/index.html should the Merchant experience any problems.

You may download" American Express Merchant Operating Requirements" at:
https:// globalpaymentsinc.com/ PDB/ cessDOC. aspx?SubDoc_ID= 1383 erchant's Signat Name( printed): Title:
c pp
Datee
1-- Steve Aspel Mayor X tIsl 1 l
a #1
For questions regardin C rvices, contact: Global Payments, atm Customer Service, 10705 Red Run Blvd, Owings Mills, MD 21117 or call 1- 800-367- 2638 Note: Billing disputes must be warded, in writing, to Customer Service within 60 days of the date of the statement and/ or notice. 1 ATTEST:

Merchant Initials: a#2
nit B
Rev. 5/ 14-GP-APT-WF
E6 ANQR MAMBA 0; TY H 0
redit/ Debit Card Services and Fee Schedule*
Plan Type New Existing Existing Merchant No. Discount Rate Per Item Per Auth. m VISA Credit la N/A N/ A 0. 150 % $ 0.01 0. 00
m VISA Bus. Card la N/A N/ A 0. 150 % $ 0.01 0. 00
m VISA Check m N/A N/ A 0. 150 % $ 0.01 0. 00
m MasterCard Credit m N/A N/ A 0. 150 % $ 0.01 0. 00
m MasterCard Bus. Card m N/A N/ A 0. 150 % $ 0.01 0. 00 a Debit MasterCard a N/A N/ A 0. 150 % $ 0.01 0. 00
m Discover Credit a N/ A 0. 150 % $ 0.01 0. 00
a Discover Bus. Card a N/ A 0. 150 % $ 0.01 0. 00
a Discover Check a o 0. 150 % $ 0.01 0. 00
a PayPal Credit( card present) a o N/ A 0. 150 % $ 0.01 0. 00 a Diners Club, China UnionPay, JCB 2. 850 % $ 0. 15
a Debit( other than Visa or MC) a o 94 $ 0.20
m EBT a 0.35
a American Express o 0. 150 % $ 0.01 0.00
a American Express Prepaid 0 0. 150 % $ 0.01 0.00
Merchant FNS# Cash Benefits: YES NO Daily Discount: o YES a NO u - .- : ( N. - Qu_ lifi-. u - .- k-. " NQ" . . - - .- -. u - -) Surcharges: Tiered Pass-Through Plus a Interchange Plus Rewards Discount Pass- Through Plus
Mid- Qualified Discount
Non- Qualified Discount
A list of additional fees/rates can be found on pages 2 and 4 of this Card Services Agreement contract under the headings" Other Fees" and" Association Fees and Assessments." The foregoing discount rate, per item and authorization fees are based upon Merchant' s complying with all processing requirements as established by the applicable governing authority of the payment type which qualifies Merchant for the most favorable interchange rates available for such payment type. Transactions that do not qualify for the most favorable interchange rates will be subject to non- qualifying surcharges up to 3. 00% in addition to the rate quoted. See" Other Fees" section of this Card Services Agreement and Section 33 of the Card Services Terms and Conditions for more information regarding non- qualifying surcharges. Discount rates and other percentage fees are calculated by multiplying the rates or fees and the Merchant' s applicable transaction volume. Per item and per authorization fees are calculated per transaction or authorization, as applicable. See Section 13 of the Card Services Terms and Conditions for information regarding the early termination fee. In addition to the per item fee, all Debt Transactions include fees assessed by the applicable network organization. ther Fees( Per occurrence fees marked with a")
Non- Refundable Application Fee" $ Virtual Site Survey Fee' 15.00 Chargeback Fee' Other: X-CHARGE SUPPORT 2. 50 Retrieval Fee' Monthly Debit Card Membership Fee

5. 60 Monthly Regulatory Compliance Fee $ 25.00 Minimum Monthly Discount Global Transport VT( Recurring Billing) Annual Association Technology Fee $ 0. 00 Voice AVS Fee" Setup Fee" Global Access @dvantage Monthly Fee $ 24. 75 PCI ASSURE Quarterly Fee Global Transport VT( Recurring Billing)

0. 60 Voice Authorization Fee' 29. 00 PCI ASSURE Non-Compliance Monthly Fee

0. 30 Batch/ACH Fee' Fee( monthly) Global Transport VT( Recurring Billing)

15. 00 Non-Sufficient Fund" Data Monitoring Fee' Transaction Fee*

10. 00 Monthly Statement Fee Other:

Gateway Monthly Fee Gateway Setup Fee
ssociation Fees and Assessments( Per occurrence fees marked with a*)

0. 1300% GP Fee- DISC Assessments' 0.0300 GP Fee- MC Acct Status Inquiry'

0. 5000% GP Fee- DISC Intl Processing• 0.0550 GP Fee- MC Data Integrity'

0. 8000% GP Fee- DISC Intl Service" 0.0025 GP Fee- MC CVC2"

0. 1000% GP Fee- PayPal Assessment' 0. 1200% GP Fee- MC Assessments"

0. 0250 GP Fee- PayPal Participation" 0. 1400% GP Fee- MC Assessments Lg Tkt*

0. 1300% GP Fee- VISA Assessments-Credit' 0.0200% GP Fee- MC Acceptance& Licening"

0. 1100% GP Fee- VISA Assessments-Debit* 0.6000% GP Fee- MC Cross Bdr Domestic'

0. 8000% GP Fee- VISA Intl Svc Assessment-Purchase* 1. 0000% GP Fee- MC Cross Bdr Foreign' 1, 2000% GP Fee- VISA Intl Svc Assessment* 0.8500% GP Fee- MC Acq Program Support'

0. 4500% GP Fee- VISA Intl Acquiring" 0.0100% GP Fee- MC Digital Enablement"

0. 1000 GP Fee- VISA Trans Integrity' GP Fee- MC Monthly Fee

0.0195 GP Fee- VISA APF- Credit• 0.4000% GP Fee- AMEX Inbound'

0.0155 GP Fee- VISA APF- Debit' 0. 1500% GP Fee- AMEX Network"

0.0250 GP Fee- VISA AVS Only' 0. 3000% GP Fee- AMEX CNP*

0.0450 GP Fee- VISA Misuse of Auth' GP Fee- AMEX Access' 2 Ctulerchant Initials: q a ;
it
Rev. 5/ 14 •- APT- i
x°%
ersonal Guaranty
I/ We hereby irrevocably guarantee to Global Direct and Member, their successors and assigns, the full, prompt, and complete performance of Merchant and all of Merchant' s obligations under the Card Services Agreement, including but not limited to all monetary obligations arising out of Merchant's performance or non- performance under the Card Services Agreement, whether arising before or after termination of the Card Services Agreement. This guaranty shall not be discharged or otherwise affected by any waiver, indulgence, compromise, settlement. extension of credit, or variation of terms of the Card Services Agreement made by or agreed to by Global Direct, Member, and/or Merchant. I/ We hereby waive any notice of acceptance of this guaranty, notice of nonpayment or nonperformance of any provision of the Card Services Agreement by Merchant, and all other notices or demands regarding the Card Services Agreement. I/ We agree to promptly provide to Global Direct and Member any information requested by any of them from time to time concerning my/our financial condition( s), business history, business relationships, and employment information. l/ We agree that Global Direct and Global Direct( on behalf of Member) may order a consumer credit report on me, Merchant and each of Merchant' s officers, partners, and/ or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating, renewal or extension of the services provided hereunder, or in conjunction with reviewing, taking collection action on, or other legitimate purposes associated with the Merchant account.

I/ We have read, understand, and agree to be bound by the Card Services Terms& Conditions provided to Merchant and those terms and conditions contained in this Merchant Application.

Signature of Guarantor( please sign below) Name( printed):

X an Individual a #4 Steven Diels
Signature of Guarantor( please sign below) Name( printed):

X an Individual
Owner/Officer Information( Please complete for every person who ultimately owns or controls the operation or on whose behalf the transactions authorized under this agreement ill be conducted.)
Name: Title: Date of Birth( mm/dd/ yyyy): Sodal Security#: Home Phone#:

Steven Aspel Mayor 09/09/ 1999 9 19 19 19 19 19 19 19 I g ( 310) 318-0683 Home Address: City: State: Zip Code: Years There: Own/Rent? 415 Diamond Street Redondo Beach CA 90277 5 Own
Former Address( if less than 1 year at current address): City: State: Zip Code: Years There: Own/ Rent? Name: Title: Date of Birth( mm/dd/yyyy): Sodal Security#: Home Phone#:
11111111
Home Address: City: State: Zip Code: Years There: Own/Rent? Former Address( if less than 1 year at current address): City: State: Zip Code: Years There: Own/ Rent? Is any owner, officer, director, employee, or agent a current or former offidal in the executive, legislative, administrative, military, orjudidal branch of any government( elected or not); a senior offidal of a major political party; an executive of a government- awned commercial enterprise; a family member of any of the foregoing offidals; or a dose personal or professional associate of any of the foregoing ofidals? Yes m No If" yes," please attach details.
lank Information( Attach Voided Check or Bank Letter):

Routing Number: DDA/Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc.

Fees
Bank1 1 2 1 0 0 0 3 5 8 XXXXXXX 0 0 0 0 0 0
Bank 2 0 0 0 0
Bank 3 0 0 0
Bank4 0 0 0 0
erchant Site Survey Report( To be Completed by Sales Representative) Merchant Location: 0 Retail Location with Store Front o Office Building 0 Residence Other:

Surrounding Area: o Commercial o Industrial o Residential Does the amount of inventory and merchandise on shelves and floor appear consistent with the type of business? n Yes o No If no, explain:

Does the Merchant use a Fulfillment House? o Yes 0 No If yes, was the Fulfillment House inspected? o Yes No The Merchant: Owns 0 Leases the business premises
Further comments by inspector( must complete):

I hereby verify that this application has been fully completed by merchant applicant and that I have physically inspected the business premises of the merchant at this address and the Information stated above Is true and correct to the best of my knowledge and belief.

Verified and inspected by( print name):

Representative Name:

Representative Signature: X Date:

Sales Rep Name: Sales Rep Code: Sales Phone Number: Sales Email Address:
6329
Amex annual volume<$ 1, 000,000 m YES o NO Amex Acceptance o YES NO Amex Marketing o YES NO American Express ESA Program
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express® Card Acceptance Agreement(" Agreement"), and that all information provided herein is true, complete, and accurate. I authorize Global Direct and American Express Travel Related Services Company. Inc.(" American Express") and American Express's agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct Global Direct and American Express and American Express' s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency fumishing the report. I also authorize American Express to use the reports on me from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language.

Please read the American Express Privacy Statement at httoq'// www americanexoress com/ orivacv to team more about how American Express protects your privacy and how American Express uses your information. I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1{ B00)-52B- 5200. I understand that upon American Express' s approval of the application, the entity will be provided with the Agreement and materials welcoming it to American Express's Card acceptance program.

Merchants Signature Name( printed): Title: Date:

X
3erchant QInitials. // 45# 5
41,
Rev. 5/ 1 - APT-
ardware
Process Method: a EDC D Touchtone a Paper
Unit
Platform: a East Central D Other Qty Hardware Device • Rental/Purchase Price Imprinter: a Own D Purchase
Purchase Price per Unit: $ 1 PIN Pad- Ingenico- iSC250- Global Rental 0. 00
Purchase Quantity- Standard: Payments
Purchase Quantity- Indicates Unit Price is recurring
Handheld: See attached Equipment Rental Agreement( Addendum A) which is Total Regular Plates Needed: 1 incorporated into this agreement and has additional terms and conditions Total Amex Plates Needed: 1 specific to equipment rentals.

Total Plastic Cards Needed: 1
Global to schedule download? a Yes No
Global to train? a Yes D
No
a Own/ Reprogram 0 Purchase Lease Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Number of TIDS: 1 Product: X- Charge Special Instructions:

Third Party Settlement
Term type: XC2 0 Terminal a Host Y( IC+)
Global PC Software: 0 Own o Purchase
If purchase, price $ of payments:
4 Merchant Initials: ./ \ a#6
Rev. 5/ 14-GP-APT-WF
S
006ryOp
ardholder Data Storage Compliance& Service Provider
PCI DSS and card association rules prohibit storage of track data under any circumstances. If you or your POS system pass, transmit, store or receive full cardholder data, then the POS software must be PA DSS( Payment Application Data Security Standard) compliant or you( merchant) must validate PCI DSS compliance. If you use a payment gateway, they must be PCI DSS compliant.

1. Have you ever experienced an Account Data Compromise" ADC"? o Yes m No If Yes, provide date of compromise: , a) Have you validated PCI DSS( Payment Card Industry Data Security Standard) compliance in the past 12 months? D Yes m No If yes, go to 1( b); If no, go to# 2
b) Date of compliance, Report on Compliance" ROC" or Self Assessment Questionnaire" SAQ"? c) What is the name of your Qualified Security Assessor" QSA"? or Self Assessment Questionnaire( circle one" SQA") A, B, C, or D d) Date of last scan N/A Approved Scanning Vendor's name:

2. As required under the Payment Card Industry Data Security Standard( PCI DSS), Merchant declares and confirms the following:
a) Merchant is in compliance with all PCI DSS requirements. m Yes o No b) Merchant's point of sale software, systems or applications do not store sensitive authentication data or any evidence of magnetic stripe data, or PIN data after transaction authorization is completed. m Yes o No c) Merchant will maintain full PCI DSS compliance at all times and will notify Global Payments when it changes its point of sale software, system or application. m Yes o No

3. Are you using a" dial- up" terminal," TTC" Touch Tone Capture, or virtual terminal or software from Global Payments? o Yes m No

4. Do your transactions process through any other Service Provider( i. e. web hosting companies, gateways, corporate office)? m Yes o No If you answered no to question 4, please initial below and you are done. If you answered yes, then please continue.

5. What Primary Service Provider/Software Developer did you purchase your point of sale" POS" application from( i. e. software, gateway)? ACCFI FRATF2

PAYMENT TECHNOLOGIES
a) What is the name of the Service Provider/Software Developer's software application? XCHARGE Software Version#?: 8. 0 3 b) Do your transactions process through any other Service Provider( re. web hosting companies, gateways, corporate office)? D Yes m No c) If yes, name the other Service Provider If no, however, merchant is electronic commerce, please provide name of ISP web host):

6. Do you or your Service Provider(s) receive, pass, transmit or store the Full Cardholder Number" FCN", electronically? m Yes o No a) If yes, where is card data stored? o Merchants location only o Merchant' s Headquarters/Corp office only m Primary Service Provider o Both Merchant& Service Provider(s) D Other Service Provider u All Apply Acceptance of Merchant Application and Terms& Conditions/ Merchant Authorization our Card Services Agreement is between Global Payments Direct, Inc.(' Global Direct'), the Merchant named above and the Member named below(' Member').

Member is a member of Visa, USA, Inc.(' Visa') and MasterCard International, Inc.(' MasterCard'); Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC.(' Discover') and a registered Program Participant of American Express Travel Related Services Company, Inc.(' American Express'). A copy of the Card Services Terms and Conditions, revision number 05- 14-GP-APT-WF, has been provided to you. Please sign below to signify that you have received a copy of the Card Services Terms& Conditions and hat you agree to all terms and conditions contained therein. If this Merchant Application is accepted for card services, Merchant agrees to comply with the Merchant Application and the Card Services Terms& Conditions as may be modified or amended in the future. If you disagree with any Card Services Terms& Conditions, do not accept service.
z z‘ 1 : u r : . . . • ,
u . .-. . - . u • • ._ _ r • _:•

SERVICES TFRMS& CONDITIONS
By your signature below on behalf of Merchant, you certify that all information provided in this Merchant Application is true and accurate and you authorize lobal Direct, and Global Direct on Member' s behalf, to initiate debit entries to Merchant's checking account( s) in accordance with the Card Services Terms and Conditions. In addition by your signature below on behalf of Merchant you authorize Global Direct to order a consumer credit report on you, Merchant and each of Merchant's officers, partners, and/or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating, renew. or extension of the services provided hereunder, or in conjunction with reviewing, taking collection action on, or other legitimate purposes associated with the - r • account.

Merchant' s Signet Name( printed): Title: D e:

Steve Aspel Mayor a #
Merchant's Sign,• '•: Name( printed): Title: Date:
igning for Global Payments Direct, Inc.: Name( printed): Title: Date:
igning for Member: Name( printed): Name of Member( printed): Date:

Wells Fargo Bank
APPROV. 4.

1. TOF• R •: `
s
J ATTEST' Merchant Initials a
ATTEST: GD a
Rev. 5/ - GP-APT-WF
CITY ATTORNEY QiL(CtiikA

ELEANOR MANZANO, I ERIC
1/4 .,
etglobalpayments

CARD SERVICES TERMS& CONDITIONS
I. GENERAL.

I' he" Card Services Agreement" consists of these Card Services Terms& Conditions and the Merchant Application and is made by and among Merchant( or' you"), Global Payments Direct, Inc.(" Global Direct"), and Member( as defined below). The provisions in the Card Services Agreement are applicable to Merchant if Merchant has signed the appropriate space in the Acceptance ofTerms& Conditions/Merchant Authorization section of the Merchant Application. The member bank identified in the Merchant Application(" Member") is a member of Visa USA, Inc.(" Visa") and MasterCard International, Inc.(" MasterCard"). Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard, a registered Program Participant of American Express Travel Related Services Company, Inc.(" American Express"), and a registered acquirer for Discover Financial Services LLC(" Discover"). Any references to the Debit Sponsor shall refer to the debit sponsor identified below.

Merchant and Global Direct agree that the rights and obligations contained in these Card Services Terms and Conditions do not apply to the Member with respect to American Express, Discover and PayPal transactions and Switched' transactions( as defined below). To the extent Merchant accepts Discover cards, the provisions in this Agreement with respect to Discover apply if Merchant does not have a separate agreement with Discover. In such case, Merchant will also be enabled to accept JCB, China Union Pay, Diner' s Club and, for card present transactions, PayPal cards under the Discover network and such transactions will be processed at the same fee rate as Merchant' s Discover transactions are processed. To the extent Merchant accepts Discover cards and has a separate agreement with Discover, Discover and PayPal card transactions shall be processed as Switched Transactions( as defined below). To the extent Merchant accepts American Express cards, the provisions in this Agreement with respect to American Express apply if Merchant does not have a separate agreement with American Express.

Under the terms of the Card Services Agreement, Merchant will be furnished with the services and products described herein and in the Merchant Application and selected by Merchant therein( collectively and individually, as applicable, the" Services"). During the term ofthe Card Services Agreement, Global Direct will be the sole and exclusive provider of all card Services to Merchant. Any Merchant accepted by Global Direct for card processing services agrees to be bound by the Card Services Agreement, including the terms of the Merchant Application and these Card Services Terms& Conditions as may be modified or amended in the future. A MERCHANT' S SUBMISSION OF A TRANSACTION TO GLOBAL DIRECT SHALL BE DEEMED TO SIGNIFY MERCHANT' S ACCEPTANCE OF THE CARD SERVICES AGREEMENT, INCLUDING THE TERMS AND CONDITIONS HEREIN.

Except as expressly stated in the first three paragraphs of Section 13, all terms and conditions of this Card Services Agreement shall survive termination to the extent necessary to protect Global Direct and Member' s rights herein.

2. SERVICE DESCRIPTIONS.

Credit Card Processing Services: Global Direct' s credit card processing services consist of authorization and electronic draft capture of credit card transactions; outclearing of such transactions to the appropriate card associations and/or issuers( e. g., Visa, MasterCard, American Express, Diners, Discover); settlement; dispute resolution with cardholders' banks; and transaction- related reporting, statements and products. From time to time under this Card Services Agreement, upon Merchant' s request, Global Direct may facilitate the transmission of certain payment card transactions(" Switched Transactions") to the respective card issuers, including but not limited to Diners Club® and various fleet, private label and commercial cards. Switched Transactions require Global Direct' s prior written approval and are subject to applicable pricing; Global Direct does not purchase the indebtedness associated with Switched Transactions.

EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer(" EBT") networks for the processing of cash payments or credits to or for the benefit of benefit recipients(" Recipients"). Global Direct will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services(" ENS") food stamp benefits(" FS Benefits") and/or government delivered cash assistance benefits(" Cash Benefits," with FS Benefits," Benefits") to Recipients through the use ofa stateissued card(" EBT Card").

Provisions regarding debit card services are set forth in Section 27 below.

With respect to Visa and MasterCard products, Merchant may elect to accept credit cards or debit/ prepaid cards or both. Merchant shall so elect on the Merchant Application being completed contemporaneously herewith. Merchant agrees to pay and Merchant' s account( s) will be charged pursuant to Section 5 of this Card Services Agreement for any additional fees incurred as a result of Merchant' s subsequent acceptance of transactions with any Visa or MasterCard product that it has elected not to accept.

3. PROCEDURES.

Merchant will permit holders of valid cards bearing the symbols ofthe cards authorized to be accepted by Merchant hereunder to charge purchases or leases ofgoods and services and the debt resulting therefrom shall be purchased hereunder, provided that the transaction complies with the terms of this Card Services Agreement.

All indebtedness submitted by Merchant for purchase will be evidenced by an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise out of a transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is incorporated into and made part of this Card Services Agreement, and to be bound by the operating regulations, requirements, and rules of Visa, MasterCard, American Express, Discover, PayPal and any other card association or network organization covered by this Card Services Agreement, as any ofthe above referenced documents may be modified and amended from time to time. Merchant acknowledges that the Card Acceptance Guide is located on Global Direct' s website at www.globalpaymentsinc. com. Without limiting the generality of the foregoing, Merchant agrees to comply with and be bound by, and to cause any third party who provides Merchant with services related to payment processing or facilitates Merchant' s ability to accept credit and debit cards and who is not a party to this Card Services Agreement to comply with and be bound by, the rules and regulations of Visa, MasterCard. American Express, Discover, PayPal and any other card association or network organization related to cardholder and transaction information security, including without limitation, all rules and regulations imposed by the Payment Card Industry( PCI) Security Standards Council( including without limitation the PCI Data Security Standard), Visa' s Cardholder Information Security Program, MasterCard' s Site Data Protection Program, and Payment Application Best Practices. Merchant also agrees to cooperate at its sole expense with any request for an audit or investigation by Global Direct, Member, a card association or network organization in connection with cardholder and transaction information security. Without limiting the generality of the foregoing, Merchant agrees that it will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processing a transaction with that cardholder or attempting to re- present a chargeback with respect to such transaction. Merchant will indemnify and hold Global Direct and Member harmless from any lines and penalties issued by Visa, MasterCard, American Express, Discover, PayPal or any card association or network organization and any other fees and costs arising out of or relating to the processing of transactions by Global Direct and Member at Merchant' s location( s) and will reimburse Global Direct for any losses incurred by Global Direct with respect to any such fines, penalties, fees and costs.

Without limiting the generality of any other provision of this Card Services Agreement, Merchant also agrees that it will comply with all applicable laws, rules and regulations related to both( a) the truncation or masking ofcardholder numbers and expiration dates on transaction receipts from transactions processed at Merchant' s location( s), including without limitation the Fair and Accurate Credit Transactions Act and applicable state laws(" Truncation Laws") and( b) the collection of personal information from a cardholder in connection with a card transaction, including all applicable state laws(" Laws on Collection ofPersonal Information"). As between Merchant, on the one hand, and Global Direct and Member, on the other hand, Merchant shall be solely responsible for complying with all Truncation Laws and Laws on Collection of Personal Information and will indemnify and hold Global Direct and Member harmless from any claim, loss or damage resulting from a violation of Truncation Laws or Laws on Collection of Personal Information as a result of transactions processed at Merchant' s location( s).

Global Direct may, from time to time, issue written directions( via mail or Internet) 6rs
regarding procedures to follow and forms to use to carry out this Card Services Rev. 05/ 14- GP-APT-W:. vI
10 . w ,
Agreement. These directions and the terms of the forms arc binding as soon as they are issued and shall form part of these Card Services Terms& Conditions. Such operating regulations and rules may be reviewed upon appointment at Global Direct' s designated premises and Merchant acknowledges that it has had the opportunity to request a review and/ or review such operating regulations and rules in connection with its execution of this Card Services Agreement.

4. MARKETING.

Merchant shall adequately display the card issuer service marks and promotional materials supplied by Global Direct. Merchant shall cease to use or display such service marks immediately upon notice from Global Direct or upon termination of this Card Services Agreement.

5. PAYMENT, CHARGES AND FEES.

Fees and charges payable by Merchant shall be as set forth in the Merchant Application. Merchant will be paid for indebtedness purchased under this Card Services Agreement by credit to Merchant' s account( s). Merchant' s account( s) will be credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers deposited. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in accordance with the terms of this Card Services Agreement or the rules and regulations of a card association or network organization. Availability of any such funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant' s account( s) on a daily basis. Merchant agrees to pay and Merchant' s account( s) will be charged for the discount, fees, chargebacks, and other fees and charges described in this Card Services Agreement. Merchant also agrees to pay and Merchant' s account(s) will be debited for all fees, arbitration fees, fines, penalties, etc. charged or assessed by the card associations or network organizations on account of or related to Merchant' s processing hereunder, including without limitation with regards to any third party who provides Merchant with services related to payment processing or facilitates Merchant' s ability to accept credit and debit cards and who is not a party to this Card Services Agreement. If any type of overpayment to Merchant or other error occurs, Merchant' s account(s) may be debited or credited, without notice, and if Merchant' s account( s) do not contain sufficient funds, Merchant agrees to remit the amount owed directly to Global Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by Global Direct or Member to Merchant' s account which is permined hereunder. Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness except as authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder, and further agrees that Merchant shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account( as defined below).

6. EQUIPMENT AND SUPPLIES/ FHI RD PARTY SERVICES.

Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any advertising material: leased equipment including imprinters, authorization terminals, or printers; software; credit card authenticators; unused fors; and Merchant deposit plastic cards provided by Global Direct in connection with this Card Services Agreement. Merchant will protect all such items from loss, theft, damage or any legal encumbrance and will allow Global Direct and its designated representatives reasonable access to Merchant' s premises for their repair, removal, modification, installation and relocation. Merchant acknowledges that any equipment or software provided under this Card Services Agreement is embedded with proprietary technology(" Software'). Merchant shall not obtain title, copyrights or any other proprietary right to any Software. At all time, Global Direct or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software. Merchant' s use of such Software shall be limited to that expressly authorized by Global Direct. Global Direct' s suppliers are intended third party beneficiaries of this Card Services Agreement to the extent of any terms herein pertaining to such suppliers' ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant.

The operating instructions will instruct Merchant in the proper use ofthe terminals, and Merchant shall use and operate the terminals only in such manner. IfMerchant has purchased the maintenanceThelp desk service hereunder for its terminals, Merchant will promptly notify Global Direct of any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or need for repair or maintenance, whereupon Global Direct will make the necessary arrangements to obtain required maintenance. Merchant is responsible for shipping costs. Merchant shall cooperate with Global Direct in its attempt to diagnose any problem with the terminal. In the event the Merchant' s terminal requires additional Software, Merchant is obligated to cooperate and participate in a dial in down line load procedure.

With respect to any item of equipment leased to Merchant by Global Direct, Merchant will not be liable for normal wear and tear, provided, however, that Merchant will be liable to Global Direct in the event that any leased item ofequipment is lost, destroyed, stolen or rendered inoperative. Merchant will indemnify Global Direct against any loss arising out ofdamage to or destruction ofany item of equipment provided hereunder for any cause whatsoever. Merchant also agrees to hold harmless and indemnify Global Direct for any costs, expenses, and judgments Global Direct may suffer, including reasonable attorney' s fees, as a result of Merchant' s use of the equipment provided hereunder. Any unused equipment in its original packaging purchased from Global Direct hereunder may he returned to Global Direct at Merchant' s expense within sixty( 60) days of receipt. Merchant shall receive a refund of any money paid in connection therewith subject to a re- stocking fee of an amount equal to 20 percent ofthe total purchase price for the returned equipment. No refunds shall be issued for any equipment returned after sixty( 60) days.

Merchant acknowledges that some of the services to be provided by Global Direct and Member hereunder may be provided by third parties. Merchant agrees that except for its right to utilize such services in connection with this Card Services Agreement, it acquires no right, title or interest in any such services. Merchant further agrees that it has no contractual relationship with any third party providing services under this Card Services Agreement and that Merchant is not a third party beneficiary of any agreement between Global Director Member, as applicable, and such third party. Merchant may not resell the services ofany third party providing services under this Card Services Agreement to any other party.

7. FINANCIAL INFORMATION.

Merchant agrees to fumish Global Direct and Member such financial statements and information concerning Merchant or its affiliates as Global Direct may from time to time request. Global Direct, or its duly authorized representatives, may examine the books and records of Merchant, including records of all indebtedness previously purchased or presented for purchase. Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global Direct for a period of two years from submission, or such longer period of time as may be required by the operating rules or regulations of the card associations or network organizations, by law, or by Global Direct as specifically requested in writing in individual cases.

8. CHANGE IN BUSINESS.

Merchant agrees to provide Global Direct and Member sixty( 60) days prior written notice of its( a) Intentionally Reserved or( b) change to the basic nature of its business, or( c) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or interne[- based transactions, conversion of all or part of the business to mail order sales, telephone order sales, Internet-based sales or to other sales where the card is not present and swiped through Merchant' s terminal. Upon the occurrence ofany such event, the terms ofthis Card Services Agreement may be modified to address issues arising therefrom, including but not limited to requirements of applicable card associations or network organizations.

9. TRANSFERABILITY.

Ibis Card Services Agreement is not transferable by Merchant without the written consent ofGlobal Direct and Member. Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant agrees that the rights and obligations of Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant agrees that the rights and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant acknowledges that the transferable rights of Global Direct and Member hereunder shall include, but shall not be limited to, the authority and right to debit the Merchant' s account( s) as described herein.

10. WARRANTIES AND REPRESENTATIONS.

Merchant warrants and represents to Global Direct and Member:( a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation ofthe cardholder, free from any claim, demand, defense, setoff or other adverse claim whatsoever;( b) that each sales slip or other evidence of indebtedness will accurately describe the goods and services which have been 7 Rev. 05(14- GP- APT-WF p6r,
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sold and delivered to the cardholder or in accordance with his instructions;( c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business;( d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder;( e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized;( f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules ofthe applicable card association or network organization, as amended from time to time;( g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or intemet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant' s location and swiped through Merchant' s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase,( h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet- based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/ or services are shipped or perfitrmed, as applicable, unless otherwise permitted by the card associations or network organizations,( i) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant,( j) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, American Express, Discover, PayPal and any other card association or network organization related to cardholder and transaction information security- including without limitation Payment Card Industry( PCI) Data Security Standards, Visa' s Cardholder Information Security Program and MasterCard' s Site Data Protection Program, and( k) that all ofthe information contained in this Card Services Agreement( including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant' s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back.

Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third- party provider. If Merchant elects to use a third- party terminal provider, that provider becomes Merchant' s agent for the delivery of card transactions to Global Direct via the applicable card- processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules ofthe applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions( less applicable fees) received by the card- processing network from the agent.

NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

II. INDEMNITY.

Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale, regardless ofwhether such claim or complaint is brought by the cardholder, Global, or another party. Merchant agrees to indemnify and hold Global Direct and Member harmless from and against any and all liabilities, losses, claims, damages, disputes, offsets, claims or counterclaims arising out of or relating to the card sale, including without limitation claims and complaints made by a cardholder or any other person or entity with regard to indebtedness sold by Merchant hereunder or any other Service provided hereunder.

12. LIMITATION OF LIABILITY.

Neither Member nor Global Direct shall be liable for failure to provide the Services if such failure is due to any cause or condition beyond such party' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts ofthe Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, the errors or failures of third party systems, or other similar causes beyond such party' s control.

The liability ofGlobal Direct and Member for any loss arising out of or relating in any way to this Card Services Agreement, including but not limited to damages arising out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the Services, personal injury, or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( I) month' s average charge paid by Merchant hereunder( exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with Merchant' s payment processing) for Services during the previous twelve( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Card Services Agreement. This shall be the extent ofGlobal Direct' s and Member' s liability arising out of or relating in any way to this Card Services Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Global Director Member, whether contract, tort, or otherwise, and the foregoing shall constitute Merchant' s exclusive remedy. Under no circumstances shall Global Director Member he liable for any lost profits, lost interest, or for special, consequential, punitive or exemplary damages arising out of or relating in any way to this Card Services Agreement, including but not limited to, damages arising out of placement of a Merchant' s name on any terminated merchant list for any reason, even if Global Director Member has been advised of the possibility of such damages. Under no circumstances shall Global Direct or Member be liable for any settlement amounts pertaining to Switched Transactions; Merchant' s recourse therefore shall be to the applicable card issuer.

It is agreed that in no event will Global Direct or Member be liable for any claim, loss, billing error, damage, or expense arising out of or relating in any way to this Card Services Agreement which is not reported in writing to Global Direct by Merchant within 60 days of such failure to perform or, in the event of a billing error, within 90 days of the date of the invoice or applicable statement. Merchant expressly waives any such claim that is not brought within the time periods stated herein.

13. TERM AND TERMINATION.

This Card Services Agreement shall remain in full force and effect for an initial term ofthree( 3) years. This Card Services Agreement shall be automatically extended for successive one( I) year periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Card Services Agreement ora portion thereof at least 60 days prior notice to terminate, in which case this Card Services Agreement will terminate at the end ofthe month.

Notwithstanding the foregoing, Global Direct may terminate this Card Services Agreement or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant' s default in performing under any provision of this Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant' s activity to mail order, telephone order, Intemet order, or to any activity where the card is not physically present and swiped through the Merchant' s terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, upon a material change in the Merchant' s average ticket or volume as stated in the Merchant Application, or in the event Global Direct reasonably deems itself insecure in continuing this Card Services Agreement.

In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make this Card Services Agreement terminable, at the option of the Merchant, at the end of such thirty( 30) day period unless notification is withdrawn.

Any Merchant deposit ofsales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date oftennination will be retumed to Merchant and will not be credited( or debited) to merchant' s account( s). If the deposit has already been posted to Merchant' s account( s), said posting will be reversed and the deposit returned to Merchant. Termination of this Card Services Agreement shall not affect Merchant' s obligations which have accrued prior to termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks even if such chargebacks come in after termination. In the event oftermination, all equipment leased from Global Direct( but not from any other leasing agent), including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Global Direct at Merchant' s expense.

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14. RETURNED ITEMS/CHARCEBACKS.

If a cardholder disputes any transaction, if a transaction is charged back for any reason by the card issuing institution, or if Global Direct or Member has any reason to believe an indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any payment due to Merchant or may be charged against any of Merchant' s accounts or the Reserve Account( as defined below). Merchant acknowledges and agrees that it is bound by the rules of the card associations and network organizations with respect to any chargeback. Merchant further acknowledges that it is solely responsible for providing Global Direct and Member with any available information to re-present a chargeback and that, regardless of any information it provides or does not provide Global Direct and Member in connection with a chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such chargeback. A list of some common reasons for chargebacks is contained in the Card Acceptance Guide provided, however, that such list is not exclusive and does not limit the generality ofthe foregoing. Ifany such amount is uncollectible through withholding from any payments due hereunder or through charging Merchant' s accounts or the Reserve Account, Merchant shall, upon demand by Global Direct, pay Global Direct the lull amount of the chargeback.

Merchant understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales slips can be returned or charged back to Merchant like any other item hereunder.

15. RESERVE ACCOUNT.

At any time, Global Direct and Member may, at their option, establish a reserve account to secure the performance of Merchant' s obligations under this Card Services Agreement to such party(" Reserve Account"). The Reserve Account may be funded, at Global Direct' s sole discretion, through any or all ofthe following:( a) Direct payment by Merchant-- At the request of Global Direct or Member, Merchant will deposit funds in the Reserve Account;( b) The proceeds of indebtedness presented for purchase; or( c) The transfer by Global Direct and Member into the Reserve Account of funds withdrawn from any of the accounts referred to in Section 5 or any other accounts, including certificates of deposit, maintained by Merchant or Merchant' s guarantor, ifany, with any designated depositary or other financial institution.

Merchant and Merchant' s guarantor hereby grants Member a security interest in all accounts referenced in Section 5 or any other accounts, including certificates of deposits, maintained by Merchant or Merchant' s guarantor, ifany, with any designated depository or other financial institution and authorizes Global Direct( to the extent authorized by Member) or Member to make such withdrawals at such times and in such amounts as it may deem necessary hereunder. Merchant and Merchant' s guarantor hereby instruct said financial institutions to honor any requests made by Global Direct and Member under the terms of this provision. Merchant and Merchant' s guarantor will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer as a result of honoring withdrawal requests from Global Direct and Member.

Merchant hereby agrees that Global Direct and Member may deduct from this Reserve Account any amount owed to such party in accordance with this Card Services Agreement. Any funds in the Reserve Account may be held until the later of(a) the expiration of any potentially applicable chargeback rights in respect ofpurchased indebtedness under the rules and regulations of the card associations or network organizations and( b) the period necessary to secure the performance of Merchant' s obligations under this Card Services Agreement, which holding period may extend beyond termination of this Card Services Agreement. Merchant will not receive any interest on funds being held in a Reserve Account and Merchant has no right to access the funds being held in the Reserve Account or otherwise transfer, pledge or use these funds for its own purposes. Without limiting the generality ofthe foregoing, Merchant shall, upon termination ofthis Card Services Agreement, maintain the sum of at least five percent( 5%) of gross sales for the 90 day period prior to termination to be held in a Reserve Account in accordance with the terms of this Card Services Agreement. Global may, at its discretion upon termination of this Card Services Agreement, require that the Merchant maintain more than five percent 5%) of gross sales for the 90 day period prior to termination in a Reserve Account.

16. DEFAULT/SECURITY INTEREST.

Upon failure by Merchant to meet any ofits obligations under this Card Services Agreement( including funding the Reserve Account), any ofthe accounts referred to in Section 5 or any other accounts belonging to Merchant, Merchant' s affiliated entities, or Merchant' s guarantor held by any designated depository( or by any other financial institution) may be debited without notice to Merchant, and Merchant( on behalf of itself and its affiliated entities) and Merchant' s guarantor gives Member and Global Direct a security interest in all such accounts for these purposes. The scope of the security interest, and Merchant' s( on behalf of itself and its affiliated entities) and Merchant' s guarantor' s instructions to its financial institutions to accept withdrawal requests from Global Direct and Member, and Merchant' s agreement to hold such institutions harmless and to indemnify them are described above in Section 15.

Merchant also agrees that, in the event of a default by Merchant, Member has a right of setoff and may apply any of Merchant' s balances or any other monies due Merchant from Member towards the payment of amounts due from Merchant under the terms ofthis Card Services Agreement. The rights stated herein are in addition to any other rights Global Direct and Member may have under applicable law.

17. CHOICE OF LAW/ATTORNEY' S FEES/VENUE/ JURY TRIAL WAIVER.

Without limiting the generality of the foregoing, Merchant agrees to reimburse Global and/ or Member, as applicable, for all costs and expenses, including reasonable attorney' s fees, incurred by Global and/ or Member in enforcing or defending its rights under this Section 17, without regard to whether there has been an adjudication on the merits in any such action. Merchant waives trial by jury with respect to any litigation arising out of or relating to this Card Services Agreement. Global, Member, and Merchant agree that any and all disputes or controversies of any nature whatsoever( whether in contract, tort or otherwise) arising out, relating to, or in connection with( a) this Card Services Agreement,( b) the relationships which result from this Card Services Agreement, or( c) the validity, scope, interpretation or enforceability of the choice of law and venue provisions ofthis Card Services Agreement, shall be governed by the laws ofthe State ofGeorgia, notwithstanding any conflicts of laws rules, and shall be resolved, on an individual basis without resort to any form of class action and not consolidated with the claims of any other parties. Global, Member, and Merchant agree that all actions arising out, relating to, or in connection with( a) this Card Services Agreement,( b) the relationships which result from this Card Services Agreement, or( c) the validity, scope, interpretation or enforceability of the choice of law and venue provision of this Card Services Agreement shall be brought in either the courts of the State ofGeorgia sitting in Fulton County or the United States District Court for the Northern District of Georgia, and expressly agree to the exclusive jurisdiction of such courts. Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide( the" American Express Guide") attached as an appendix to the Card Acceptance Guide.

18. AMENDMENTS.

This Card Services Agreement may be amended only in writing signed by Global Direct, Member, and Merchant, except that( a) the Card Acceptance Guide and any and all fees, charges, and/ or discounts( including without limitation non-qualified surcharge rates) may be changed immediately, or( b) Global Direct may mail Merchant either( i) a notice describing amendments to this Card Services Agreement or new services to be provided or fees to be charged to Merchant or( ii) an entirely new agreement, which notice, amendments or new agreement will be binding upon Merchant if it deposits sales or credit slips after the effective date of such amendment or new agreement set forth in Global Direct' s notice.

19. WAIVER,
No provision ofthis Card Services Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any right, power or privilege under this Card Services Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Card Services Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

20. EXCHANGE OF INFORMATION.

Merchant authorizes Global Direct to order a credit report on Merchant. Merchant hereby authorizes Member or any depository institution to release any financial information concerning Merchant or its accounts to Global Direct. Subsequent credit reports may be ordered in connection with updating, renewing or continuing this Card Services Agreement. Upon the written request of any individual who is the subject of a consumer credit report, Global Direct will provide the name and address ofthe consumer credit reporting agency furnishing such report, ifany. Global Direct may exchange information about Merchant with Member, other financial institutions and credit card associations, network organizations and any other party. Merchant hereby authorizes Global Direct to disclose information concerning loNoo
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Merchant' s activity to any card association, network organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant.

21. GENERAL.

If any provision of this Card Services Agreement or portion thereof is held to he unenforceable, such a determination will not affect the remainder of this Card Services Agreement. Paragraph headings are included for convenience only and are not to be used in interpreting this Card Services Agreement.

22. NOTICES.

All notices required by this Card Services Agreement shall be in writing and shall be sent by facsimile, by overnight carrier, or by regular or certified mail. All notices sent to Global Direct or Member shall be effective upon actual receipt by the Corporate Secretary of Global Payments Direct, Inc., 10 Glenlake Parkway North Tower, Atlanta, Georgia 30328. Any notices sent to Merchant shall be effective upon the earlier of actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application or to any other e- mail or physical address to which notices, statements and/ or other communications are sent to the Merchant hereunder. The parties hereto may change the name and address of the person to whom notices or other documents required under this Card Services Agreement must be sent at any time by giving written notice to the other party.

23. MERGER.

This Card Services Agreement, including these Card Services Terms& Conditions and the Merchant Application, constitutes the entire agreement between Merchant, Global Direct, and Member and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing.

24. EFFECTIVE DATE.

This Card Services Agreement shall become effective only upon acceptance by Global Direct and Member, or upon delivery of indebtedness at such locations as designated by Global Direct for purchase, whichever event shall first occur.

25. DESIGNATION OF DEPOSITORY.

The financial institution set forth in the Merchant Application is designated by Merchant as a depository institution(" Depository") for its credit card indebtedness.

Such financial institution must be a member of an Automated Clearing House Association. Merchant authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit Merchant' s accounts. Depository, Member, and/ or Global Direct may charge any of Merchant' s accounts at Depository for any amount due under this Card Services Agreement. Global Direct must approve in writing any proposed changes to the account numbers or to the Depository. Merchant hereby authorizes Depository to release any and all account information to Global Direct as Global Direct may request without any further authorization, approval or notice from or to Merchant.

26. FINANCIAL ACCOMMODATION.

The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in the event Merchant becomes a debtor in bankruptcy, this Card Services Agreement cannot be assumed or enforced, and Global Direct and Member shall be excused from performance hereunder.

27. DEBIT/ ATM PROCESSING SERVICES: ADDITIONAL TERMS AND CONDITIONS.

Debit Sponsor shall act as Merchant' s sponsor with respect to the participation of point- of-sale terminals owned, controlled, and/or operated by Merchant ( the Covered Terminals") in each of the following debit card networks(" Networks"): Accel, AFFN, Alaska Option, CU24, Interlink, Maestro, NYCE, Pulse, Shazam, Star, and Tyme, which Networks may be changed from time-to- time by Debit Sponsor or Global Direct without notice. Merchant may also have access to other debit networks that do not require a sponsor. Global Direct will provide Merchant with the ability to access the Networks at the Covered Terminals for the purpose of authorizing debit card transactions from cards issued by the members ofthe respective Networks. Global Direct will provide connection to such Networks, terminal applications, settlement, and reporting activities.

Merchant will comply with all federal, state, and local laws, rules, regulations, and ordinances(" Applicable Laws") and with all by-laws, regulations, rules, and operating guidelines of the Networks(" Network Rules"). Merchant will execute and deliver any application, participation, or membership agreement or other document necessary to enable Debit Sponsor to act as sponsor for Merchant in each Network. Merchant agrees to utilize the debit card Services in accordance with the Card Services Agreement, its exhibits or attachments, and Global Direct' s instructions and specifications( including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement), and to provide Global Direct with the necessary data in the proper format to enable Global Direct to properly furnish the Services. Copies of the relevant agreements or operating regulations shall be made available to Merchant upon request.

Merchant shall not in any way indicate that Debit Sponsor endorses Merchant' s activities, products, or services. Debit Sponsor and Merchant are and shall remain independent contractors of one another, and neither they, nor their respective individual employees, shall have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this Section shall be construed to create or constitute a partnership, joint venture, employer-employee, or agency relationship between Debit Sponsor and Merchant.

In the event that Debit Sponsor' s sponsorship of Merchant in any Network is terminated prior to the termination of the Card Services Agreement, Global Direct may assign Debit Sponsor' s rights and obligations hereunder to a third party. All provisions in this Section necessary to enforce the rights and obligations of the parties contained in this Section shall survive the termination of Debit Sponsor' s debit sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Agreement to any parent, subsidiary, affiliate, or successor- in-interest.

28. MERCHANT ACCEPTANCE OF EBT' TRANSACTIONS: ADDITIONAL TERMS AND CONDITIONS.

Merchant agrees to issue Benefits to Recipients in accordance with the procedures specified herein, and in all documentation and user guides provided to Merchant by Global Direct, as amended from time-to- time( including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement); and pursuant to the Quest Operating Rules( the" Rules"), as amended from time-to- time, issued by the National Automated Clearing House Association as approved by the Financial Management Service of the U.S. Treasury Department. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed them in the Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely responsible for Merchant' s issuance ofBenefits other than in accordance with authorizations. Merchant agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery ofservices to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Card Services Agreement- Merchant represents and warrants to Global Direct that Merchant is an FNS- authorized" Merchant"( as such term is defined in the Rules) and is not currently suspended or disqualified by FNS. Merchant agrees to secure and maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of Benefits under this Card Services Agreement, including without limitation, any applicable franchise tax certificate and non-governmental contractor' s certificate, and covenants that Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Global Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant. Global Direct may terminate or modify the provision ofServices to Merchant ifany of Global Direct' s agreements with government EBT agencies are terminated for any reason or ifany party threatens to terminate services to Global Direct due to some action or inaction on the part of Merchant. If any of these Card Services Terms& Conditions are found to conflict with Federal or State law, regulation or policy of the Rules, these Card Services Terms& Conditions are subject to reasonable amendment by Global Direct, the State or its EBT Service Provider to address such conflict upon ninety( 90) days written notice to Merchant, provided that Merchant may, upon written notice, terminate the Card Services Agreement upon receipt of notice of such amendment. Nothing contained herein shall preclude the State from commencing appropriate administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or local agency. Any references to" State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues Benefits in more than one State pursuant hereto, then the reference shall mean each such State severally, not jointly.

29. DISCOVER PROGRAM MARKS.

Merchant is hereby granted a limited non- exclusive, non- transferable license to use Discover brands, emblems, trademarks, and/ or logos that identify Discover cards(" Discover Program Marks"). Merchant is prohibited from using the Discover Program Marks other than as expressly authorized in writing by Global Direct. °" mo
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Merchant shall not use the Discover Program Marks other than to display decals, signage, advertising and other forms depicting the Discover Program Marks that are provided to Merchant by Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global Direct. Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights to use the Discover Program Marks.

30. PAYPAL MARKS.

PayPal Marks means the brands, emblems, trademarks, and/ or logos that identify PayPal Acceptance. Merchant shall not use the PayPal Marks other than to display decals, signage, advertising, and other forms depicting the PayPal Marks that are provided to Merchant by Global Direct pursuant to the Merchant Program or otherwise approved in advance in writing by Acquirer. Merchant may use the PayPal Marks only to promote the services covered by the PayPal Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the PayPal Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the PayPal Marks. Merchant recognizes that it has no ownership rights in the PayPal Marks. Merchant shall not assign to any third party any of the rights to use the PayPal Marks. Merchant is prohibited from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal.

31. AMERICAN EXPRESS CARD ACCEPTANCE.

Merchant hereby acknowledges and agrees that for purposes of acceptance of American Express, the American Express Guide is hereby incorporated by reference into this Card Services Agreement. In addition, Merchant hereby authorizes Global Direct to submit American Express transactions to, and receive settlement from, American Express on behalf of Merchant. Merchant must accept the American Express card as payment for goods and services( other than those goods and services prohibited under the American Express Guide sold, or( if applicable) for charitable contributions made, at all of its establishments, except as expressly permitted by state statute. Merchant is jointly and severally liable for the obligations of Merchant' s establishments under the Card Services Agreement. For the avoidance of doubt," cardholder" as used in this Card Services Agreement shall include Card Members as defined in the American Express Guide.

Merchant hereby acknowledges and agrees that( i) Global Direct may disclose American Express Transaction Data( which for purposes ofthis Section 31 shall have the same definition as" Transaction Data" in the American Express Guide), Merchant Data( as defined below), and other information about Merchant to American Express,( ii) American Express may use such information to perform its responsibilities in connection with the American Express Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including marketing purposes, and( iii) American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in connection with American Express Card marketing and administrative purposes. If Merchant has provided a wireless phone number in connection with this Card Services Agreement, Merchant hereby agrees that it may be contacted at that number and the communications sent may include autodialed text messages or automated prerecorded calls. If Merchant has provided a fax number, Merchant hereby agrees that it may be sent fax communications. To opt out ofAmerican Express- related marketing communications, Merchant may contact Global Direct customer service as described in this Card Services Agreement. For purposes of this Section 31," Merchant Data" means names, postal and email addresses, tax ID numbers, names and social security numbers of the authorized signer of Merchant and similar identifying information about Merchant. For clarification, Merchant Data does not include American Express Transaction Data.

Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant( as defined below), Merchant will be converted to from the American Express Program to a direct American Express Card acceptance relationship with American Express, and upon such conversion,( i) Merchant will be bound by American Express' then- current card acceptance agreement, and( ii) American Express will set pricing and other fees payable by Merchant for American Express Card acceptance. " High Charge Volume Merchant" for purposes of this Section 31 means an American Express Program Merchant with either( i) greater than 1, 000, 000 in American Express charge volume in a rolling twelve( 12) month period or( ii) greater than$ 100,000 in American Express charge volume in any three 3) consecutive months. For clarification, if Merchant has multiple establishments, the American Express charge volume from all establishments shall be summed to together when determining whether Merchant has exceeded the thresholds above.

Merchant shall not assign to any third party any American Express- related payments due to it under this Card Services Agreement, and all indebtedness arising from American Express Charges( as defined below) will be for bona fide sales of goods and services( or both) at its establishments( as defined below) and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may sell and assign future American Express transaction receivables to Global Direct, its affiliated entities and/ or any other cash advance funding source that partners with Global Director its affiliated entities, without consent ofAmerican Express.

Merchant hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce the Card Services Agreement against Merchant to the extent applicable to American Express processing. Merchant' s termination of American Express card acceptance shall have no direct or indirect effect on Merchant' s rights to accept other card brands. To terminate American Express acceptance, Merchant may contact Global Direct customer service as described in this Card Services Agreement.

Without limiting any other rights provided herein, Global Direct shall have the right to immediately terminate Merchant' s acceptance of American Express cards upon request of American Express. Merchant may not bill or collect from any American Express Card Member for any purchase or payment on the American Express card unless a chargeback has been exercised, Merchant has fully paid for such charge, and it otherwise has the right to do so. Merchant shall use the American Express brand and marks in accordance with the requirements set forth in the American Express Guide.

32. ELECTRONIC SIGNATURES.
tinder the Electronic Signatures in Global and National Commerce Act( E- Sign), this Card Services Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when( I) your electronic signature is associated with the Card Services Agreement and related documents,( 2) you consent and intend to be bound by the Card Services Agreement and related documents, and( 3) the Card Services Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt( i. e., print or otherwise store the electronic record). This Card Services Agreement and all related electronic documents shall be governed by the provisions of B- Sign.

By pressing Submit, you agree( i) that the Card Services Agreement and related documents shall be effective by electronic means,( ii) to be bound by the terms and conditions of this Card Services Agreement and related documents,( iii) that you have the ability to print or otherwise store the Card Services Agreement and related documents, and( iv) to authorize us to conduct an investigation ofyour credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for merchant status or equipment leasing. This information is kept strictly confidential and will not he released.

33. NON-QUALIFIED SURCHARGES/OTHER FEES.

Merchant pricing appears in the Card Services Fee Schedule of the Merchant Application. T& E merchants( airline, car rental, cruise line, fast food, lodging, restaurant, travel agent, transportation) may have separate rates quoted for consumer and commercial( business) transactions. Transactions that do not clear as priced arc subject to non- qualified surcharges( NQS) that are billed back to you on your monthly statement. The most predominant market sectors and transactions types for NQS appear below; however, such sectors and transaction types are not comprehensive. Most non- qualified surcharges can be avoided by using a product that supports authorization and market data requirements established by the card associations and that are subject to change from time to time. Some non-qualified surcharges occur on specific types of cards( including without limitation Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, and " foreign" cards issued outside the United States). Unless your Card Services Fee Schedule specifically addresses commercial cards( i. e., Business Cards, Corporate Cards, Fleet Cards- GSA Cards, Purchase Cards), you will be billed back for the higher cost of acceptance of commercial cards, unless you are primarily a business- to- business supplier with corresponding pricing based on acceptance ofcommercial cards. The card associations require that information from the original authorization, including a lifecycle identifier, be retained and retumed with subsequent authorizations and/ or the settled transaction data. The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained and returned at settlement, then the transaction will not wound
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clear as priced and will incur NQS. For more information concerning NQS and to view market data, you may wish to check the Global Direct website www.globalpaymentsinc. com) for best practices information and to license Global Access @dvantage( GA@) for transaction detail review.

The items listed in this Section 33 are not and are not intended to be a comprehensive list of all instances in which non- qualified surcharges may apply. Non-qualified surcharges may apply in additional situations. All non-qualified surcharges include additional fees assessed by the applicable card association and Member or Global Direct.

In addition, Merchant may be assessed additional fees which will be in addition to the fees stated on the Merchant Application, as follows:

Merchant will also be assessed( a) Cross- Border fees and a U. S. Acquirer Support fee for international MasterCard and Maestro transactions.( b) an International Service Assessment fee and International Acquirer fee for international Visa transactions, and( c) an International Processing fee and International Service fee for international Discover transactions. These fees, which are applicable to transactions between Merchant and a non- U. S. MasterCard, Maestro, Visa, American Express, or Discover cardholder will be displayed as a separate item on Merchant' s monthly statement and may include fees assessed by both the applicable card association and Member or Global Direct.

Merchant will also be assessed per transaction access or participation fees and assessment rates for Visa, MasterCard, American Express, Discover, and PayPal transactions, which will be displayed as a separate item on Merchant' s monthly statement and may include fees by both the applicable card association and Member or Global Direct.

Merchant will also be assessed a Discover Network Authorization Fee.

Merchant may also be assessed a PCI DSS Compliance fee, which will appear as a separate item on Merchant' s monthly statement. This fee is assessed by Member and Global Direct in connection with Member and Global Direct' s efforts to comply with the PCI Data Security Standard and does not ensure Merchant' s compliance with the PCI Data Security Standard or any law, rule or regulation related to cardholder data security. The payment of such fee shall not relieve Merchant of its responsibility to comply with all rules and regulations related to cardholder data security, including without limitation the PCI Data Security Standard. Merchant may also be assessed a PCI DSS Non- Compliance fee until they validate compliance or confirm they are using a PA DSS Validated payment application.

Merchant will also be assessed the following fees on or related to Visa transactions: the Visa Misuse of Authorization System fee, which will be assessed on authorizations that are approved but never settled with the Merchant' s daily batch, the Visa Zero Floor Limit Fee, which will be assessed on settled transactions that were not authorized, the Visa Zero Dollar Verification fee, which will be assessed on transactions where Merchant requested an address verification response without an authorization, the Visa Transaction Integrity fee, which will be assessed on Visa signature debit and prepaid transactions that fail to meet processing and transaction standards defined by Visa, and a monthly fee based on the number of card present Merchant locations by Merchant taxpayer identification number and/or all Visa volume processed by a Merchant' s taxpayer identification number. Merchant will also be assessed a MasterCard CVC2 Transaction fee and the MasterCard Misuse of Authorization System fee, which will be assessed on authorizations that arc approved but never settled with the Merchant' s daily batch or not properly reversed within 120 days, and an acceptance and licensing fee that will be applied to the Merchant' s total U. S. MasterCard sales volume. These fees will be displayed as separate items on Merchant' s monthly statement, provided that the acceptance and licensing fee may be included with Merchant' s MasterCard assessment fees, and may include fees assessed by both the applicable card association and Member or Global Direct.

NON-QUALIFIED SURCHARGES FOR PREDOMINANT MARKET SECTORS Retail/ Restaurant Electronic Merchant
If you are a Retail Merchant or a Restaurant Merchant with retail- only pricing( no Business Card Rate) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation retail commercial card transactions in addition to transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card and all Commercial Cards, will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application
Obtain a single electronic authorization with magnetic strip read or col-footless data capture( electronic imprint) at the time of sale.

Obtain a single electronic authorization and settle for authorized amounts.

Obtain a cardholder signature( unless transaction is eligible for No Signature Required[ NSR] program).

Settle and transmit batches same day via your terminal/electronic system.

The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions unless a Restaurant( MCC 5812), Fast Food MCC 5814), Service Station( MCC 5541) or, Bar/Tavern( MCC 5513), Beauty/ Barber Shop( MCC 7230), or Taxi/ Limousines( MCC 4121).

The electronic authorization amount must be equal to the transaction amount on Discover retail transactions except that Taxi Limousines ( MCC 4121) and Beauty/ Barber Shop( MCC 7230) merchant transactions may vary up to 20%. Restaurant( MCC 5812), Fast Food( MCC 5814), Service Station( MCC 5541) or Bar/Tavern( MCC 5513) transactions may vary by more than 20% from the electronic authorization without incurring NQS.

Restaurant Electronic Merchant
If you are a Restaurant Merchant MCC 5812 or Fast Food Merchant MCC 5814 and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, in addition to transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain a single electronic authorization with magnetic strip read or contactless data capture( electronic imprint) at the time of sale.

Obtain a cardholder signature( unless transaction is eligible for NSR program).

Settle and transmit batches same day via your terminal/ electronic system.

Supermarket Electronic Merchant
If you are an approved( certified) supermarket merchant and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all ofthe following requirements will be priced at the rate( s) quoted for Supermarket Credit Card and Supermarket Check Card.

Each transaction not processed as outlined, in addition to transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite and commercial cards, will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain a magnetic strip read( card swipe/ contaetless data capture/ electronic imprint) at the time of sale.

Obtain a single electronic authorization and settle for authorized amounts.

Obtain a cardholder signature( unless transaction is eligible for NSR program). tq 12 Rev. 05/ 14— GP-APT-WF -r_
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Settle and transmit batches same day via your terminal/ electronic system.

The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions.

Developing Market Electronic Merchant
Ifyou qualify as a Developing Market Merchant( as defined by Association guidelines from time to time) and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all the following requirements will be priced at the rates quoted. Any other transaction, including commercial card transactions, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card. Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card, and non-magnetic stripe read foreign transactions will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application In addition, each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/ electronic system, will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain a single electronic authorization.

Settle and transmit batches same day via your terminal/electronic system.

Provide market data as required. See Note.

NOTE: If card is not present and a magnetic stripe read does not occur, then Merchant may be required to comply with" Direct Marketer" market data requirements including AVS request on cardholder billing address at time of authorization. If card is present and cardholder signature is obtained, however the magnetic stripe is damaged, then Merchant may be required to obtain AVS match on cardholder billing address zip code.

Direct Marketer Electronic Merchant
If you are a Direct MailTelephone Order Merchant ( non- magnetic swipe read transactions), and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all ofthe following requirements will be priced at the rate quoted. Any other transaction, including all foreign transactions and commercial card transactions in addition to transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain an electronic authorization and settle for authorized amounts( one reversal permitted on Visa transactions to make authorization amount equal to settle amount).

Address Verification Request in authorization on cardholder billing address. For Discover transactions, Merchant must obtain full address verification request on street number and/or 9 digit postal code.

CID verification for Discover merchants on non- recurring transactions.

Purchase date( settled date) is ship date.

Send order number with each transaction.

Settle and transmit batches same day via your terminal/ electronic system.

Send level 3 data( line item detail, sales tax, customer code) with every eligible commercial card transaction.

NOTE: Card Not Present transactions involving one-time, recurring, or installment bill payment transactions are subject to additional card association requirements which must be complied with to avoid NQS. Electronic commerce transaction requirements are also subject to additional card association requirements which must be complied with to avoid NQS. Please refer to Card Acceptance Guide for additional requirements.

Purchase Card Electronic Merchant
If you are a Purchase Card Merchant( non- magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets the following requirements will be priced at the rate quoted. Each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/ electronic system, will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application. Each Visa business and commercial card transaction will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application. Any other transaction that does not meet the following requirements, including without limitation foreign transactions, tax- exempt Visa Commercial transactions, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card, will be priced at the rate quoted plus the nonqualified rate quoted in the Merchant Application.

Obtain an electronic authorization and settle for authorized amounts( one reversal permitted on Visa transactions to make authorization amount equal to settled amount).

Address Verification Request in authorization on cardholder billing address.

Purchase date( settled date) is ship date.

Send order number( customer code) with each transaction.

Send tax amount with every transaction.

Send Level 3 data( line item detail) with everyeligible commercial card transaction. Sales tax exempt ransactions will not be considered to meet these requirements unless they include Level 3 data( line item detail).

Settle and transmit batches same day via your terminal/electronic system.

Lodging/Auto Rental Electronic Merchant
If you are a Lodging or Auto Rental Merchant utilizing a terminal or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation non- magnetic stripe read foreign transactions, and transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the non-qualified rate quoted in the Merchant Application.

Obtain a magnetic swipe read( card swipe/electronic imprint) at the time of check-in.

Obtain additional electronic authorizations or send partial reversals to bring total authorized amount within 15% of settled amount. Authorizations must meet card association requirements.

Obtain a cardholder signature for final transaction amount.

Purchase Date is hotel check-out date/auto return date.

Length of guest stay/ rental in initial authorization.

Hotel Folio/ Rental Agreement Number and check- in date/ check-out date transmitted with each transaction.

Additional market data may be required for commercial card transactions to avoid NQS. Lodging merchants who( I) accept credit cards for advance payment;( 2) guarantee reservations using a credit card; or( 3) provide express check-out services to guests, must comply with additional card association requirements for these services in addition to additional authorization and settlement market data requirements. Lodging merchants who subject charges to final audit and bill for ancillary/additional charges must comply with additional bank card association requirements for these services in addition to additional authorization and settlement 13 Rev. 05/ 14- GP-APT-WFC,
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market data requirements to avoid NQS. These transactions may also be subject to the rate quoted plus the non-qualified rate quoted in the Merchant Application.

Please see Card Acceptance Guide for requirements and best practices for these transactions.

TouchTone Capture Merchant
Transactions which utilize our TouchTone Capture system for authorizations and settlement, settle beyond 48 hours, or are not transmitted via the TouchTone Capture system, will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application.

Paper Deposit Merchant
Non-terminal/ electronic paper deposit transactions will be priced at the rate quoted in the Card Services Fee Schedule of the Merchant Application.

Debit Card Merchant
Each debit card transaction will be assessed the network' s acquirer fee in addition to the debit card per item fee quoted in the Card Services Fee Schedule of the Merchant Application.

Card Present:/ Mag Stripe Failure:

A magnetic stripe read is also referred to as an electronic imprint. If the magnetic stripe is damaged, then other validation means may be required to protect against counterfeit cards and merchant must obtain a manual imprint. Most products will prompt for cardholder billing zip code and perform an AVS check for a zip code match. CID verification is recommended for Discover key-entered transactions. Key- entered retail transactions are subject to higher interchange and NQS.

The foregoing information regarding NQS is not comprehensive and is subject to change by the card association. Additional or different rates or fees may apply based on the details of a subject transaction.

All questions regarding Card Services should be referred to Global Payments, Customer Service Center, 10705 Red Run Blvd., Owings Mills, Maryland 21117, or call: 1- 800- 367- 2638.

Note: Billing disputes must be forwarded, in writing, to Customer Service within 60 days ofthe date ofthe statement and/ or notice.

For Member contact:

Wells Fargo Bank
1200 Montego
Walnut Creek, CA 94598
925) 746-4167
Debit sponsorship provided by Wells Fargo Bank N. A.
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ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the" Agreement") to which it is attached governs the rental( the" Rental") of any point of sale equipment(" Equipment") by You under the Agreement, as indicated on the application pages or any subsequent order form( the" Application'). The initial term(" Initial Term") shall be set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a" Renewal") on the same terms and conditions expressed herein, or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the Initial Term or any Renewals.

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice.

You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one-half percent( 1%%) per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account. In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge's written demand therefor.

You agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges and taxes that may now or hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on or measured by OpenEdge's net income.

3. Title and Loss. Any rented Equipment is OpenEdge' s property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge' s request you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge' s security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/ or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever(" Loss or Damage"), whether or not covered by insurance. No Loss or Damage shall relieve you from your obligations hereunder.

OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti- static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VoIP) technology) or install any software without OpenEdge' s prior written consent. Wth respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may suffer, including reasonable attomeys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad( s) by OpenEdge are used to encode and authenticate information.

They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by You on any Equipment.

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(" Software'). Furthermore, the term" Software" includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge' s confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain title, copyrights, or any other proprietary right to any Software. You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any act or assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/ or to such third party beneficiaries for any transferee' s conduct with regard to the Software. You will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.

5. Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance.

You may be responsible for shipping cost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software.

Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/ or components thereof are OpenEdge' s property; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge's obligations and/ or for the inspection, repair, removal, modification, installation, replacement, disconnection and/ or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services furnished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring losses, for which OpenEdge shall have no liability to you whatsoever. d

6. Limitation of Liability. OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge' s suppliers disclaim all liabilities under this Agreement. The liability of OpenEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, property damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case of non- payment, more than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an action for non- payment of taxes.

9. Termination. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate, subject to a$ 50 re- stocking fee. In the event that you terminate this Agreement in breach of this Section 10, all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then-current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge's invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge' s written notice, OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to return such Equipment to OpenEdge in the same condition as when delivered to you hereunder, ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances or rights of others whatsoever. You are responsible for return shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then- current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you.

10. Survival. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfill the purposes of this Addendum.

APPR A) F

CITY ATTORNEY
w
Original Merchant Number
Rep Code: 6329
Merchant Additional Location Form
usiness Information
Merchant's DBA Name/Outlet Name: Merchant's Legal Name:

City of Redondo Beach (Library Main) City of Redondo Beach Physical Street Address( No P. O. Box): Legal Address:
303 N. Pacific Coast Highway 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90277 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone:
310) 318- 0675 310) 937- 6666 310) 318-0683
Contact Name at this Address: E-Mail: Contact Name at this Address: I E- Mail:

Daisy Horn [email protected] Daisy Horn daisy.hom@redondo. org Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):

Type of Ownership: Sole Proprietor 0 Partnership 0 Corporation 0 LLC Market Type: Sales Profile( Must equal 100%) Professional Assoc Tax Exempt Org( 501C) Other: 0 Retail Supermarket Card Swiped 95% 0 Restaurant 0 Emerging Market Type of Goods or Services Sold: SIC Code: p Manually Keyed with imprint 0 / o Library 9399 0 Lodging Public Sector
MOTTO Auto Rental
Mail Order/ Telephone/Internet et 5
Years in business under current ownership: Federal Tax ID# P- card 0 Cash Advance 124 9 15 16 1010101716171 E- commerce Other
Total= 100%
Do you currently accept AmexNisa/ MasterCard/Discover? m Yes No Does merchant accept transactions before the customer receives product or service? Yes 0 No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offer warranties, dues, subscriptions, memberships or other extended services? Yes 0 No Annual AmexNisa/MC/ Discover Sales:$ 17, 400 Average Ticket:$ 31 Total AmexNisa/MC/Discover Sales( multiple locations only):$ 2, 270,000 redit/ Debit Card Services and Fee Schedule'
Plan Type New Existing Existing Merchant No. Discount Rate Per Item Per Auth.

O VISA Credit 0 N/ A N/ A 0. 150%$ 0. 01 0.00
O VISA Bus. Card 0 N/ A N/A 0. 150%$ 0. 01 0.00
O VISA Check 0 N/ A N/A 0. 150%$ 0. 01 0. 00
O MasterCard Credit 0 N/ A N/ A 0. 150%$ 0. 01 0. 00
O MasterCard Bus. Card 0 N/ A N/A 0. 150%$ 0. 01 0. 00
O Debit MasterCard 0 N/ A N/A 0. 150%$ 0. 01 0. 00
O Discover Credit 0 N/A 0. 150%$ 0. 01 0. 00
O Discover Bus. Card 0 N/A 0. 150%$ 0. 01 0. 00
O Discover Check 0 N/A• 0. 150%$ 0. 01 0. 00
O PayPal Credit( card present) 0 N/A 0. 150%$ 0. 01 0. 00 O Diners Club, China UnionPay, JCB 2.850%$ 0. 15
O Debit( other than Visa or MC) 21 0. 20
O EBT 0 0. 35
O American Express 0 0. 150%$ 0. 01 0. 00
O American Express Prepaid 0 0. 150%$ 0. 01 0. 00
Surcharges: Tiered 0 Pass-Through Plus 0 Interchange Plus Rewards Discount Pass- Through Plus
Mid- Qualified Discount
Non- Qualified Discount
Other Fees: Fees from the original application also apply to the additional locatlon'"" Daily Discount: YES 0 NO X- CHARGE SUPPORT $ 10. 00 Monthly Statment Fee 5.60 Other.Regulatory Compliance Fee $ 24.75 PCI ASSURE Quarterly Fee O Virtual Site Survey Fee $ 25. 00 Other Monthly Minimum 0. 30 Other Batch Fee k

29.00 PCI ASSURE Non- Compliance Fee( monthly)
Amex Access Fee 0.30% Amex Card Not Swiped Fee Amex System Processing Fee $_ Non- Refundable Application Fee Annual Assoc Tech Fee$ Monthly Debit Membership Fee $ Gateway Monthly Fee Gateway Setup Fee Global Transport VT( Rec Billing) Monthly Fee $ Global Transport VT( Rec Billing) Setup Fee $ Global Transport VT( Rec Billing) Transaction Fee Acceptance of Merchant Application and Terms& Conditions/ Merchant Authorization You have previously entered into a Card Services Agreement( the" Card Services Agreement"), induding terms and conchtions, with Global Payments Direct. Inc.(" Global Direct") and the Member named below(" Member). Member is a member of Visa, LISA, Inc.( Visa") and MasterCard International, Inc.(" MasterCard'): Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Finandal Services, LLC.(" Discover") and a registered Program Participant of American Express Travel Related Services Company, Inc(' American Express'). Please sign below to signify your adrsowledgement and agreement that the additional merchant location identified above is subject to such Card Services Agreement. If this additional location is accepted for card services, Me• ant agrees to comply with Card Services Agreement as it may be modified or amended in the future. If you disagree with any of the above, do not sign this form.

IF MERCHANT SUBMITS A TRAN TION GLOBAL DIRECT HEREUNDER FROM THIS ADDITIONAL MERCHANT LOCATION, MERCHANT WILL BE DEEMED TO HAVE AGREED THAT THE ADDITIONAL MERCHANT r • 10 . SUBJECT TO THE CARD SERVICES AGREEMENT.

By your signature below on.' ' Ii , 4c.. I, you certify that all information provided in this additional location form is true and accurate and you authorize Global Direct, end Global Direct on Members behalf, to initis ' yy is erchanrs checking account(s) in accordance with the Card Services Agreement and order a consumer credit report on Merchant and you. chant's
Sigma•':: // Name( printed): Tttle: att Steve Aspel MayorI4n a #1 Si ping for Global m Direct, Inc.: Name( printed): Title: Date:

Signing for Member: Name( printed): Name of Member( printed): Date:

X AllEST: Wells Fargo Bank
1 Rev. 05/14- GP-APTet s
LE'
wr .

E- ANOA MANZ• NO, C C
ank Information ( Attach Voided Check or Bank Letter):

Routing Number: DDA/ Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank1 121000358XXXXXXX
O D D n
Bank 2
Amex annual volume<$ 1, 000,000 m YES 0 NO Amex Acceptance 0 YES D NO Amex Marketing 0 YES D NO American Express ESA Program
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express® Card Acceptance Agreement Agreement"), and that all information provided herein is true, complete, end accurate. I authorize Global Direct and American Express Travel Related Services Company, Inc.(' American Express") and Amencan Express' s agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct Global Direct and American Express and Amencan Express's agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I also authorize American Express to use the reports on me from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the American Express Privacy Statement at htp7/www amencanexoress wMorivacr to learn more about how American Express protects your privacy and how Amencan Express uses your information. I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1-( 800) 52B-5200. I understand that upon Amencan Express' s approval of the application, the entity will be provided with the Agreement and materials welcoming it to American Express' s Card acceptance program.

Merchants Signature Name( printed): Title: Date:

X
Hardware
Process Method: 0 EDC D Touchtone 0 Paper Qty Hardware Device RentaUPurchase Unit Price Platform: ® East Central1 PIN Pad- Ingenico- iSC250- Global Rental 0. 00
Imprinter: O Own D Purchase
Payments
Indicates Unit Price is recurring
Purchase Price per Unit: $
See attached Equipment Rental Agreement( Addendum A) which is incorporated into Purchase Quantity- Standard: this agreement and has additional terms and conditions specific to equipment rentals.

Purchase Quantity- Handheld:

Total Regular Plates Needed: 1
Total Amex Plates Needed: 1
Total Plastic Cards Needed: 1
Global to schedule download? 0 Yes D No
Global to train? 0 Yes n No
0 Own/ Reprogram n Purchase 0 Lease 0 Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Primary Third Party: Special Instructions:

Secondary Third Party: Y( IC+)
Number of TlDS: 1 Product: X- Charge
Third Party Settlement
Term type: XC2 0 Terminal 0 Host
Global PC Software: D Own 0 Purchase
If purchase, price $ of payments:

Cardholder Data Storage Compliance

1. Are you going to use a POS terminal, software, or gateway application from Global Payments? 0 Yes 0]No

2. Are you using a" dial- up" terminal? n Yes 0 No
If yes, go to Question# 4& select" No". If No, go to question# 3.)

3. a) Vvhat third party software company/vendor did you purchase your POS Application from? ACCELERATED PAYMFNT TECHNOLOGIES b) What is the name of the third party software? XCHARGE Version#? 8 0 3 c) Do your transactions process through any other third parties, web hosting companies or gateways? 0 Yes 0 No If yes, who is it?
Please continue to Question# 4)

4. a) Do you or your vendor receive, pass, transmit or store the full cardholder number, electronically? n Yes 0 No b) If yes, where is card data stored? D Merchant 0 Third Party Only 0 Both Merchant& Third Party 0 GAA Export Only b1.) Are you or your vender PCI/ DSS( Payment Card Industry/Data Security Standard) compliant? n Yes m No b2,) What is the name of your Qualified Security Assessor? b3.) Date of compliance: Date of last scan: N/ A

5. Have you ever experienced an account data compromise? n Yes 0 No If yes, when? Card Association requirements dictate it is prohibited to store track data in any circumstance. Further, it is recommended that no merchant or a merchant' s third party vendor store cardholder data. If you or your vendor store data, you or your vendor are required to be PCI DSS compliant. Failure to adhere to these requirements may result in fines or loss of card acceptance.

Merchant Initials: a#2
2 Re . 05/ 14- GP-APT-WF
r
Ow J '

ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the" Agreement) to which it is attached governs the rental( the Rental") of any point of sale equipment(" Equipment') by You under the Agreement, as indicated on the application pages or any subsequent order form( the" Application'). The initial term(' Initial Term") shall be set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a' Renewal") on the same temis and conditions expressed herein, or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the Initial Term or any Renewals.

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice.

You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one-half percent( 1%%) per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account. In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge' s written demand therefor.

You agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges and taxes that may now or hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on or measured by OpenEdge' s net income.

3. Title and Loss. Any rented Equipment is OpenEdge' s property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge's request, you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge' s security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever(" Loss or Damage"), whether or not covered by insurance. No Loss or Damage shall relieve you from your obligations hereunder.

OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti- static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VoIP) technology) or install any software without OpenEdge' s prior written consent. With respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad( s) by OpenEdge are used to encode and authenticate information.

They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by You on any Equipment.

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(" Software"). Furthermore, the term" Software' includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/ or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge' s confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain titre, copyrights, or any other proprietary right to any Software. You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any act or assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/ or to such third party beneficiaries for any transferee' s conduct with regard to the Software. You will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.

5. Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance.

You may be responsible for shipping cost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software. Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/ or components thereof are OpenEdge' s property; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge' s obligations and/or for the inspection, repair, removal, modification, installation, replacement, disconnection and/or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services furnished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to poo immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring Sdk losses, for which OpenEdge shall have no liability to you whatsoever. om, n t
quo...

8. Limitation of Liability, OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge' s suppliers disclaim all liabilities under this Agreement. The liability of OpenEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, property damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case of non-payment, mere than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an action for non- payment of taxes.

9. Termination. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate, subject to a 850 re-stocking fee. In the event that you terminate this Agreement in breach of this Section 10, all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then-current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge' s invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge' s written notice, OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to return such Equipment to OpenEdge in the same condition as when delivered to you hereunder, ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances or rights of others whatsoever. You are responsible for return shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then-current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you.

10. of thisSurvival. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfill the purposes Addendum.

Original Merchant Number:

Rep Code: 6329
Merchant Additional Location Form
usiness Information
Merchant' s DBA Name/Outlet Name: Merchant's Legal Name:

City of Redondo Beach( Library North) City of Redondo Beach Physical Street Address( No P. O. Box): Legal Address:
2000 Artesia Blvd. 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90277 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone:
310) 318- 0677 310) 937-6666 310) 318-0683
Contact Name at this Address: E- Mail: Contact Name at this Address: E- Mail:

Daisy Horn daisy. [email protected] Daisy Horn I daisy.hom@redondo. org Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):

Type of Ownership: Sole Proprietor 0 Partnership Corporation LLC Market Type: Sales Profile( Must equal 100%) Professional Assoc 0 Tax Exempt Org( 5010) 0 Other 0 Retail 0 Supermarket Card Swiped 95% 0 Restaurant Emerging Market Type of Goods or Services Sold: SIC Code: p Manually Keyed with imprint 0 / o Library 9399 0 Lodging 0 Public Sector
MO/ TO ANO Rental
Mail Order/ Telephone/Internet 5
Years in business under current ownership: Federal Tax ID# P- card Cash Advance 124 9 15 16 I 0
I 0 I 0 17 16 17 E- commerce Other
Total= 100%
Do you currently accept Amex/Visa/ MasterCard/ Discover? m Yes No Does merchant accept transactions before the customer receives product or service? Yes 0 No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offer warranties, dues, subscriptions, memberships or other extended services? Yes 0 No Annual Amex/Visa/MC/ Discover Sales:$ 17, 400 Average Ticket:$ 31 Total AmexNisa/ MC/Discover Sales( multiple locations only):$ 2, 270,000 redit/Debit Card Services and Fee Schedule'
Ian Type New Existing Existing Merchant No. Discount Rate Per Item Per Auth.

VISA Credit N/ A N/A 0. 150%$ 0. 01 0.00
VISA Bus. Card N/ A N/A 0. 150%$ 0. 01 0.00
VISA Check N/ A N/A 0. 150%$ 0. 01 0. 00
MasterCard Credit N/ A N/A 0. 150%$ 0. 01 0. 00
MasterCard Bus. Card N/ A N/A 0. 150%$ 0. 01 0. 00
Debit MasterCard N/ A N/A 0. 150%$ 0. 01 0. 00
Discover Credit 0 N/A 0. 150%$ 0. 01 0. 00
Discover Bus. Card 0 N/A 0. 150%$ 0. 01 0. 00
Discover Check 0 N/A 0. 150%$ 0. 01 0. 00
PayPal Credit( card present) 0 N/A 0. 150%$ 0.01 0. 00
Diners Club, China UnionPay, JCB 2.850%$ 0. 15
Debit( other than Visa or MC) 0 0.20
EBT 0.35
American Express 0. 150%$ 0.01 0. 00
American Express Prepaid 0. 150%$ 0.01 0. 00
Surcharges: Tiered 0 Pass-Through Plus 0 Interchange Plus Rewards Discount Pass-Through Plus
Mid- Qualified Discount
Non- Qualified Discount
Other Fees: Fees from the original application also apply to the additional location" Daily Discount: o YES 0 NO X- CHARGE SUPPORT $ 10. 00 Monthly Statment Fee 5. 60 Other.Regulatory Compliance Fee $ 24.75 PCI ASSURE Quarterly Fee Virtual Site Survey Fee $ 25.00 Other Monthly Minimum 0. 30 Other.Batch Fee 29.00 PCI ASSURE Non- Compliance Fee( monthly) Amex Access Fee 0.30% Amex Card Not Swiped Fee Amex System Processing Fee $ Non-Refundable Application Fee Annual Assoc Tech Fee $ Monthly Debit Membership Fee $ Gateway Monthly Fee Gateway Setup Fee Global Transport VT( Rec Billing) Monthly Fee $ Global Transport VT( Rec Billing) Setup Fee $ Global Transport VT( Rec Billing) Transaction Fee Acceptance of Merchant Application and Terms 8, Conditions/ Merchant Authorization You have previously entered into a Card Services Agreement( the" Cant Services Agreement"), including terms and conditions, with Global Payments Direct, Inc.(" Global Direct") and the Member named below(- Member'). Member is a member of Visa, USA, Inc.( Visa-) and MasterCard International, Inc.(" MasterCard"): Global Direct is a registered independent sales organization of Visa, a member service Powder of MasterCard and a registered acquirer for Discover Financial Services, LLC.(" Discover') and a registered Program Participant of American Express Travel Related Services Company, Inc.(' American Express"). Please sign below to signify your acknowledgement and agreement that the additional merchant location identified above is subject to such Card Services Agreement. If this additional location is accepted for card services, Merchant agrees to comply with Card Services Agreement as it may be modified or amended in the future. If you disagree with any of the above, do not sign this form.

IF MERCHANT SUBMITS A TRANSACTION TO GLOBAL DIRECT HEREUNDER FROM THIS ADDITIONAL MERCHANT LOCATION, MERCHANT WILL BE DEEMED TO HAVE AGREED THAT THE ADDITIONAL MERCHANT LOC' NISTTO THE CARD SERVICES AGREEMENT.

By your signature below on be. -
v
la fy that all information provided in this additional location form is true and accurate and you authorize Global Direct, and Global Direct on Members behalf, to roil. s checking account( s) in accordance with the Card Services Agreement and order a consumer Credit report on Merchant and you, chant': u - Name( printed): Title: Da
Steve Aspel Mayor X t? Ar-i a #1
Signing for Glo•- "' aym•. • Irect, Inc.: Name( printed): Title: Date:

Signing for Member: Name( printed): Name of Member( printed): Date:

A T" rE$ a
Wells Fargo Bank
Gi
1 Rev. 05/ 14-GP-APT-WF
EILLIAAikt 4m F\
ELEANOR MANZANO; G LERK
i t
ank Information (Attach Voided Check or Bank Letter):

Routing Number: DDA/ Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank1 11211101010131 518 XXXXXXXXX 0
Bank 2 I 11 lI D D D D O D
Amex annual volume<$ 1, 000,000 m YES o NO Amex Acceptance m YES 0 NO Amex Marketing m YES 0 NO American Express ESA Program
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express® Card Acceptance Agreement Agreement"). and that all information provided herein is tme, complete, and accurate. I authorize Global Direct and American Express Travel Related Services Company, Inc.(" American Express") and Amencan Express's agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent. subcontractors. Affiliates and other parties for any purpose permitted by law. I authorize and direct Global Direct and American Express and American Express' s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I also authorize American Express to use the reports on me from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the Amencan Express Privacy Statement at Up// www amencanaxoress cnMorivacv to leam more about how American Express protects your privacy and how American Express uses your information. I understand that I may apt out of marketing communications by visiting this website or contacting American Express at 1-( 800)- 5285200. I understand that upon American Express' s approval of the application, the entity will be provided with the Agreement and materials welcoming it to American Express' s Card acceptance program.

Merchants Signature Name( printed): Title: Date:

X
Hardware
Process Method: fa EDC 0 Touchtone 0 Paper Qty Hardware Device Rental/Purchase Unit Price Platform: la East 0 Central PIN Pad- Ingenico- i$ C250- Global Rental 0. 00
Imprinter. to Own D Purchase
Payments
Indicates Unit Price is recurring
Purchase Price per Unit $ See attached Equipment Rental Agreement( Addendum A) which is incorporated into Purchase Quantity- Standard: this agreement and has additional terms and conditions specific to equipment rentals.

Purchase Quantity- Handheld:

Total Regular Plates Needed: 1
Total Amex Plates Needed: 1
Total Plastic Cards Needed: 1
Global to schedule download? V Yes 0 No
Global to train? m Yes 0 No
to Own/Reprogram 0 Purchase 0 Lease D Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Primary Third Party: Special Instructions:

Secondary Third Party: Y( IC+)
Number of TIDS: 1 Product: X- Charge
Third Party Settlement
Term type: XC2 U Terminal to Host
Global PC Software: 0 Own D Purchase
If purchase, price $ of payments:

Cardholder Data Storage Compliance

1. Are you going to use a POS terminal, software, or gateway application from Global Payments? U Yes V No

2. Are you using a" dial- up" terminal? D Yes V No
If yes, go to Question# 4 8 select" No'. If No, go to question# 3.)

3. a) What third party software company/vendor did you purchase your POS Application from? ACCELFRATFD PAYMENT TECHNOLOGIES b) What is the name of the third party software? XCHARGE Version#? 8 0 3 c) Do your transactions process through any other third parties, web hosting companies or gateways? D Yes V No If yes, who is it?
Please continue to Question# 4)

4. a) Do you or your vendor receive, pass, transmit or store the full cardholder number, electronically? U Yes V No b) If yes, where is card data stored? U Merchant D Third Party Only 0 Both Merchant& Third Party 0 GAA Export Only b1.) Are you or your vender PCI/ DSS( Payment Card Industry/Data Security Standard) compliant? 0 Yes ® No b2.) What is the name of your Qualified Security Assessor? b3.) Date of compliance: Date of last scan: N/ A

5. Have you ever experienced an account data compromise? 0 Yes Ia No If yes, when? Card Association requirements dictate it is prohibited to store track data in any circumstance. Further, it is recommended that no merchant or a merchant's third party vendor store cardholder data. If you or your vendor store data, you or your vendor are required to be PCI DSS compliant. Failure to adhere to these requirements may result in fines or loss of card acceptance.***** XMerchant Initials: a#2
2 R . 05/14-GP- APT-WF
rii
Rpm. v

ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the" Agreement") to which it is attached governs the rental( the" Rental') of any point of sale equipment(" Equipment') by You under the Agreement, as indicated on the application pages or any subsequent order form( the" Application"). The initial term(" Initial Term") shall be set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a' Renewal') on the same terms and conditions expressed herein, or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the Initial Term or any Renewals.

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost. are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice.

You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one-half percent( 1%%) per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account. In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge' s written demand therefor.

You agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges and taxes that may now or hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on or measured by OpenEdge's net income.

3. Title and Loss. Any rented Equipment is OpenEdge' s property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge' s request, you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge' s security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever(' Loss or Damage'), whether or not covered by insurance. No Loss or Damage shall relieve you from your obligations hereunder.

OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti- static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VoIP) technology) or install any software without OpenEdge' s prior written consent. WIth respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad(s) by OpenEdge are used to encode and authenticate information.

They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by You on any Equipment.

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(" Software"). Furthermore, the term" Software includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge's confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain title, copyrights, or any other proprietary right to any Software. You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any act or assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/or to such third party beneficiaries for any transferee' s conduct with regard to the Software. You will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.
5, Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance.

You may be responsible for shipping cost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software.

Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/or components thereof are OpenEdge' s property; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge' s obligations and/ or for the inspection, repair, removal, modification, installation, replacement, disconnection and/ or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services fumished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring oma. losses, for which OpenEdge shall have no liability to you whatsoever. w r

8. Limitation of Liability. OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge's suppliers disclaim all liabilities under this Agreement. The liability of OpenEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, property damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one ( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve ( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case of non-payment, more than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an action for non-payment of taxes.

9. Termination. You may terminate a Rental by notitying OpenEdge in writing of your intent to terminate, subject to a$ 50 re- stocking fee. In the event that you terminate this Agreement in breach of this Section 10, all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then- current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge' s invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge' s written notice, OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to retum such Equipment to OpenEdge in the same condition as when delivered to you hereunder, ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances or rights of others whatsoever. You are responsible for retum shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then-current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you.

10. Survival. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfill the purposes of this Addendum.

J :: .

Al ! 1
tate
Original Merchant Number:

Rep Code: 6329
Merchant Additional Location Form
Business Information
Merchant' s DBA Name/Outlet Name: Merchant's Legal Name:

City of Redondo Beach( Police Dept.) City of Redondo Beach Physical Street Address( No P. O. Box): Legal Address:
401 Diamond Street 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90277 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone:
310) 379-2477 310) 937- 6666 310) 318- 0683
Contact Name at this Address: E-Mail: Contact Name at this Address: E- Mail:

Daisy Horn daisy.hom@redondo. org Daisy Hom daisy.hom@redondo. org Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):
r _
Type of Ownership: U Sole Proprietor o Partnership 0 Corporation 0 LLC Market Type: Sales Profile( Must equal 100%) Professional Assoc Tax Exempt Org( 501C) her. GVmt. 0 Retail Supermarket Card Swiped 100% Type of Goods or Services Sold: SIC Code: 0 Restaurant 0 Emerging Market Manually Keyed with imprint 0%
Police Dept-Copies of Records 9399 0 Lodging Public Sector 0 MO/ TO Auto Rental
Mail Order/Telephone/Internet 0%
Years in business under current ownership: Federal Tax ID# 124Total=
0 P- card Cash Advance
100% 1249151610101017 1 6 1 7
I
n E- commerce Other
Do you currently accept AmexNisa/ MasterCard/ Discover? 0 Yes 0 No Does merchant accept transactions before the customer receives product or service? D Yes 0 No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offer warranties, dues, subscriptions, memberships or other extended services? 0 Yes 0 No Annual AmexNisa/MC/ Discover Sales:$ 10. 775 Average Ticket:$ 20 Total AmexNisa/MC/ Discover Sales( multiple locations only):$ 2, 250,000 Credit/Debit Card Services and Fee Schedule'
Ian Type N w Existing Existing Merchant No. Discount Rate Per Item Per Auth.

VISA Credit N/A N/ A 0. 150%$ 0. 01 0. 00
VISA Bus. Card N/A N/ A 0. 150%$ 0. 01 0. 00
VISA Check N/A N/ A 0. 150%$ 0. 01 0. 00
MasterCard Credit N/A N/ A 0. 150%$ 0.01 0. 00
MasterCard Bus. Card N/A N/ A 0. 150%$ 0.01 0.00
Debit MasterCard N/ A N/ A 0. 150%$ 0.01 0.00
Discover Credit 0 N/ A 0. 150%$ 0.01 0. 00
Discover Bus. Card N/ A 0. 150%$ 0.01 0. 00
Discover Check U N/ A 0. 150%$ 0. 01 0.00
PayPal Credit( card present) N/ A 0. 150%$ 0.01 0.00
Diners Club, China UnionPay, JCB 2. 850%$ 0. 15
Debit( other than Visa or MC) 0 0.20
EBT 0.35
American Express D 0. 150%$ 0.01 0.00
American Express Prepaid 0 0. 150%$ 0. 01 0.00
Surcharges: 0 Tiered 0 Pass-Through Plus 0 Interchange Plus Rewards Discount Pass-Through Plus
Mid- Qualified Discount
Non- Qualified Discount
Other Fees: Fees from the original application also apply to the additional location""' Daily Discount: 0 YES 0 NO S X-CHARGE SUPPORT $ 10. 00 Monthly Statrnent Fee 5.60 Other. Regulatory Compliance Fee $ 24, 75 PCI ASSURE Quarterly Fee Virtual Site Survey Fee $ 25.00 Other Monthly Minimum 0.30 Other. Batch Fee 29. 00 PCI ASSURE Non- Compliance Fee( monthly) Amex Access Fee 0. 30% Amex Card Not Swiped Fee % Amex System Processing Fee $ Non- Refundable Application Fee Annual Assoc Tech Fee $ Monthly Debit Membership Fee $ Gateway Monthly Fee Gateway Setup Fee Global Transport VT( Rec Billing) Monthly Fee $ Global Transport VT( Rec Billing) Setup Fee $ Global Transport VT( Rec Billing) Transaction Fee Acceptance of Merchant Application and Terms& Conditions/ Merchant Authorization You have previously entered into a Card Services Agreement( the' Cad Services Agreement-), including terms and conditions, with Global Payments Direct, Inc.(' Global Dred') and the Member named below Member). Member is a member M Visa, USA. Inc.( Visa) and MasterCard International, Inc.(" MasterCard"); Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC.(" Discover) and a registered Program Partidpant of American Express Travel Related Services Company, Inc.(' American Express'). Please sign below to signify your acknowledgement and agreement that the edditonal merchant location identified above is subject to such Card Services Agreement, If this additional location is accepted for card services, Merchant agrees to comply with Card Services Agreement as it may be modified or amended in tha future. If you disagree with any of the above, do not sign this form.

IF MERCHANT SUBMITS A TRANSACTION TO -.: AL DIRECT HEREUNDER FROM THIS ADDITIONAL MERCHANT LOCATION, MERCHANT WILL BE DEEMED TO HAVE AGREED THAT THE ADDITIONAL MERCHANT L• ' ONI lf" ECT TO THE CARD SERVICES AGREEMENT.

By your signature below o• y& u certify that all information provided in this additional location form is true and accurate and you authorize Global Direct, and Global Direct on Members behalf, to i '^.' ant's checking accbunt(s) in accordance with the Card Services Agreement and order a consumer credit report on Merchant and you. hant' s S'• ' • Name( printed): Title: a , 1
r
Steve Asper Mayor Tete: Si ivAn a #1
ning for Glo•. Paym • v, r
irect, Inc.: Name( printed): Title: roate
Signing for Member: Name( printed): Name of Member( printed): Date:

X
0rfiligT1 Wells Fargo Bank
1 Rev. 05/ 14-GP-APT- e""",,
2 / .Y. ILI Wit .LLQ LS0..7.1
ELEANOR MA ZANO, C TO ERIC f
Bank Information ( Attach Voided Check or Bank Letter):

Routing Number: DDA/Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank
Bank
1 1 12 11 I
0 I 0
1 0
1 3
1 5 118 XXXXXXXX 0 0 0 0 0
2 II 0 0
Amex annual volume<$ 1, 000,000 0 YES 0 NO Amex Acceptance 0 YES 0 NO Amex Marketing 0 YES 0 NO American Express ESA Program
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express@ Card Acceptance Agreement Agreement"), and that all information provided herein is we, complete, and accurate. I authorize Global Direct and American Express Travel Related Services Company, Inc.(" American Express) and Amencan Express' s agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct Global Direct and American Express end American Express' s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I also authorize American Express to use the reports on me frcm consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the American Express Privacy Statement at hgg' IMww amencanrxomss comfonvacy to learn more about how American Express protects your privacy and how American Express uses your information. I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1-( 800)- 5285200. I understand that upon American Express' s approval of the application, the entity will be provided with the Agreement and materials welcoming it to American Express' s Card acceptance program.

Merchants Signature Name( printed): Title: Date:

X
Hardware
Process Method: 0 EDC Touchtone Paper Qty Hardware Device Rental/Purchase Unit Price Platform: 0 East 0 Central PIN Pad- Ingenico- iSC250- Global Rental 0.00 Payments Imprinter: 0 Own Purchase
Indicates Unit Price is retaining Purchase Price per Unit $ See attached Equipment Rental Agreement( Addendum A) which is incorporated into Purchase Quantity- Standard: this agreement and has additional terms and conditions specific to equipment rentals.

Purchase Quantity- Handheld:

Total Regular Plates Needed: 1
Total Amex Plates Needed: 1
Total Plastic Cards Needed: 1
Global to schedule download? 0 Yes 0 No
Global to train? 0 Yes 0 No
0 Own/ Reprogram 0 Purchase Lease 0 Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Primary Third Party: Special Instructions:

Secondary Third Party: Y( IC+)
Number of TIDS: 1 Product: X- Charge
Third Party Settlement
Term type: XC2 Terminal 0 Host
Global PC Software: 0 Own Purchase
If purchase, price $ it of payments:

Cardholder Data Storage Compliance

1. Are you going to use a POS terminal, software, or gateway application from Global Payments? Yes 0 No

2. Are you using a" dial- up" terminal? Yes 0 No
If yes, go to Question# 4& select" No". If No, go to question# 3.)

3. a) VMat third party software company/vendor did you purchase your POS Application from? ACCELFRATED PAYMFNT TECHNOI OGIES b) What is the name of the third party software? XCHARGE Version#? 8 0. 3 c) Do your transactions process through any other third parties, web hosting companies or gateways? o Yea 0 No If yes, who is it?
Please continue to Question# 4)

4. a) Do you or your vendor receive, pass, transmit or store the full cardholder number, electronically? Yes 0 No b) If yes, where is card data stored? 0 Merchant 0 Third Party Only 0 Both Merchant& Third Party 0 GAA Export Only b1.) Are you or your vender PCI/ DSS( Payment Card Industry/ Data Security Standard) compliant? Yes 0 No h2,) What is the name of your Qualified Security Assessor? b3.) Date of compliance: Date of last scan: N/ A

5. Have you ever experienced an account data compromise? 0 Yes 0 No If yes, when? _ Card Association requirements dictate it is prohibited to store track data in any circumstance. Further, it is recommended that no merchant or a merchant' s third party vendor store cardholder data. If you or your vendor store data, you or your vendor are required to be PCI DSS compliant. Failure to adhere to these requirements may result in fines or loss of card acceptance.

Ii
vlerchant Initials: i a#2
2 Rev. 0 "- APT- WE

ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the' Agreement") to which it is attached governs the rental( the' Rental') of any point of sale equipment(" Equipment) by You under the Agreement, as indicated on the application pages or any subsequent order form( the" Application"). The initial term(" Initial Term") shall be set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a' Renewal") on the same terms and conditions expressed herein, or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the Initial Term or any Renewals.

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice.

You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one- half percent( 1%%) per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account. In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge's written demand therefor.

You agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges and taxes that may now or hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on or measured by OpenEdge' s net income.

3. Title and Loss. Any rented Equipment is OpenEdge' s property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge' s request, you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge' s security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever(" Loss or Damage"), whether or not covered by insurance. No Loss or Damage shall relieve you from your obligations hereunder.

OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti-static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VolP) technology) or install any software without OpenEdge' s prior written consent. Wth respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad( s) by OpenEdge are used to encode and authenticate information.

They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by You on any Equipment.

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(" Software'). Furthermore, the term" Software' includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/ or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge' s confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain title, copyrights, or any other proprietary right to any Software. You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any act or assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/or to such third party beneficiaries for any transferee's conduct with regard to the Software. You will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.

5. Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance.

You may be responsible for shipping cost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software.

Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/ or components thereof are OpenEdge' s properly; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge's obligations and/or for the inspection, repair, removal, modification, installation, replacement, disconnection and/ or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services furnished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to 006460. immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring losses, for which OpenEdge shall have no liability to you whatsoever. F. k.

8. Limitation of Liability. OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge's suppliers disclaim all liabilities under this Agreement. The liability of OpenEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, property damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged ads of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case of non- payment, more than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an action for non- payment of taxes.

9. Termination. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate, subject to a$ 50 re- stocking fee. In the event that you terminate this Agreement in breach of this Section 10, all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then-current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge's invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge' s written notice, OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to return such Equipment to OpenEdge in the same condition as when delivered to you hereunder, ordinary wear and tear resulting from proper use alone excepted, free and dear of all liens, encumbrances or rights of others whatsoever. You are responsible for return shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then- current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you.

10. Survival. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfill the purposes of this Addendum.
d'
pokvo'
4 Original Merchant Number:

Rep Code: 6329
Merchant Additional Location Form
Merchant's DBA Name/Outlet Name: Merchant's Legal Name:

City of Redondo Beach( Rec. Dept.) City of Redondo Beach Physical Street Address( No P.O. Box): Legal Address:
1922 Artesia Blvd. 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90278 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone:
310) 318-0610 310) 937-6666 310) 318- 0683
Contact Name at this Address: E- Mail: Contact Name at this Address: E- Mail:

Daisy Horn daisy. hom@redondo. org Daisy Flom [email protected] Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):

Type of Ownership: 0 Sole Proprietor a Partnership a Corporation 0 LLC Market Type: Sales Profile( Must equal 100%) 0 Professional Assoc 0 Tax Exempt Org( 501C) 0 Other. m Retail 0 Supermarket Card Swiped 95% Typeof Goods or Services Sold: SIC Cade: 0 Restaurant 0 Emerging Market Manually Keyed with imprint 0 / o
Camp& Class Fees 9399 0 Lodging 0 Public Sector
Mail Order/Telephone/ Internet 5
0 MO/ TO Auto Rental
Years in business under current ownership: Federal Tax ID# 12491516Total=
P- card 0 Cash Advance
100% 10 0 I 0 17 6 17 I E- commerce Other
Do you currently accept Arne/Wise/MasterCard/ Discover? v Yes 0 No Does merchant accept transactions before the customer receives product or service? Yes 0 No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offer warranties, dues, subscriptions, memberships or other extended services? Yes 0 No Annual Amex/Visa/ MC/Discover Sales:$ 1, 541, 219 Average Ticket:$ 242 Total AmexNisa/ MC/ Discover Sales( multiple locations only):$ 2,250,000 redit/Debit Card Services and Fee Schedule'
Ian Type New Existing Existing Merchant No. Discount Rate Per Item Per Auth.

VISA Credit N/ A N/ A 0. 150%$ 0.01 0.00
VISA Bus. Card N/ A N/ A 0. 150%$ 0.01 0.00
VISA Check N/ A N/ A 0. 150%$ 0. 01 0.00
MasterCard Credit N/ A N/ A 0. 150%$ 0, 01 0.00
MasterCard Bus. Card N/ A N/ A 0. 150%$ 0. 01 0.00
Debit MasterCard N/ A N/ A 0. 150%$ 0. 01 0.00
Discover Credit N/ A 0. 150%$ 0. 01 0.00
Discover Bus. Card N/ A 0. 150%$ 0.01 0.00
Discover Check N/ A 0. 150%$ 0.01 0. 00
PayPal Credit( card present) N/ A 0. 150%$ 0.01 0. 00
Diners Club, China UnionPay, JCB 2. 850%$ 0. 15
Debit( other than Visa or MC) 0.20
EBT 0 0.35
American Express 0 0. 150%$ 0.01 0. 00
American Express Prepaid 0 0. 150%$ 0.01 0.00
Surcharges: Tiered Pass-Through Plus 0 Interchange Plus Rewards Discount Pass-Through Plus
Mid- Qualified Discount
Non-Qualified Discount
Other Fees: Fees from the original application also apply to the additional locator** Daily Discount: YES 0 NO X- CHARGE SUPPORT $ 10. 00 Monthly Statment Fee 5. 60 Other: Regulatory Compliance Fee $ 24.75 PCI ASSURE Quarterly Fee Virtual Site Survey Fee $ 25. 00 Other: Monthly Minimum 0. 30 Other: Batch Fee 29.00 PCI ASSURE Non-Compliance Fee( monthly) Amex Access Fee 030% Amex Card Not Swiped Fee Amex System Processing Fee $ Non- Refundable Application Fee Annual Assoc Tech Fee $ Monthly Debit Membership Fee $ Gateway Monthly Fee Gateway Setup Fee Global Transport VT( Rec Biting) Monthly Fee $ Global Transport VT( Rec Billing) Setup Fee $ Global Transport VT( Rec Billing) Transaction Fee Acceptance of Merchant Application and Terms& Conditions/ Merchant Authorization You have previously entered into a Card Services Agreement( the" Card Services Agreement"), including terms and conditions, with Global Payments Direct, Inc.(" Global area") and the Member named below(" Member"). Member is a member of Visa, USA, Inc.(' Visa") and MasterCard International, Inc.(" MasterCard"); Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC.(" Discover) and a registered Program Panicipant of American Express Travel Related Services Company, Inc.(" American Express"). Please sign below to signify your acknowledgement end agreement that the additional merchant location identified above is subject to such Card Services Agreement. If this additional location is accepted for card services, Merchant agrees to comply with Card Services Agreement as it may be modified or amended in the future. If you disagree with any of the above, do not sign this form.

IF MERCHANT SUBMITS A TRANSACTIO GLOBAL DIRECT HEREUNDER FROM THIS ADDITIONAL MERCHANT LOCATION, MERCHANT WILL BE DEEMED TO HAVE AGREED THAT THE ADDITIONAL MERCHANT • CA SUBJECT TO THE CARD SERVICES AGREEMENT.

By your signature below on••• 1r of t you certify that all information provided in this additional location form is true and aaurete and you authorize Global Direct, and Global Direct on Members behalf, to ini'
p
i:
n erdranrs checking account( s) in accordance with the Card Services Agreement and order a consumer credit report on Merchant and you. hant's -'. Name( printed): Title: D e:

Steve Aspel Mayor a #1 I
Ing for .. Pay is Direct, Inc.: Name( printed): Title: Date:

XSigning for Member: Name( printed): Name of Member( printed): Date:

X
A' ,ST, Wells Fargo Bank
kL4
C
1 Rev. 05/14- GPAPT4'
7 WF
km
ip

ELEANOR MANZANO, CITY
sank Information (Attach Voided Check or Bank Letter):

Routing Number: DDA/ Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank 1 11211101010131518 XXXXXX)UUCX m 0 a 0 la m
Bank 2
0 0 0 0 D D
Amex annual volume<$ 1. 000.000 a YES D NO Amex Acceptance a YES D NO Amex Marketing a YES 0 NO American Express ESA Program
By signing below. I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bond by the Amencar Express® Caro Acceptance Agreement Agreement"), and that all information provided herein is true, complete, and accurate. I authorize Global Direct and American Express Travel Related Services Company, Inc.(" American Express") and American Express' s agents and Affiliates to verify the infomation in this application and receive and exchange information about me personally, including by requesting repons fmm consumer reporting agencies from time to lime, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by lax. I authorize and direct Global Direct and American Express and American Express' s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I also authorize American Express to use the reports on me from consumer reporting agendas for marketing and administrative purposes. I am able to read and understand the English language. Please read the American Express Privacy Statement at hag'/Mww amencanexorec5 cam/privacy to learn more about how American Express protects your privacy and how American Express uses your information. I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1-( 800)- 528-5200. I understand that upon American Express' s approval of the application, the entity will be provided with the Agreement and materials welcoming it to American Express's Card acceptance program.

Merchant's Signature Name( printed): Title: Date:

X
Hardware
Process Method: la EDC D Touchtone D Paper Qty Hardware Device Rental/Purchase Unit Price Platform: a East 0 central PIN Pad- Ingenico- iSC250- Global Rental 0. 00 Payments
Imprinter m Own Purchase
Indicates Unit Price is recurring
Purchase Price per Unit: S
See attached Equipment Rental Agreement( Addendum A) which is incorporated into Purchase Quantity- Standard: this agreement and has additional terms and conditions specific to equipment rentals.

Purchase Quantity- Handheld:

Total Regular Plates Needed: 1
Total Amex Plates Needed: 1
Total Plastic Cards Needed: 1
Global to schedule download? a Yes 0 No
Global to train? a Yes 0 No
a Own/Reprogram 0 Purchase D Lease D Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Primary Third Party: Special Instructions:

Secondary Third Party: Y( IC+)
Number of TIDS: 1 Product: X-Charge
Third Party Settlement
Term type: XC2 D Terminal a Host
Global PC Software: 0 Own D Purchase
If purchase, price S of payments:

Cardholder Data Storage Compliance

1. Are you going to use a POS terminal, software, or gateway application from Global Payments? D Yes 0 No

2. Are you using a" dial-up"terminal? D Yes a No
If yes, go to Question# 4& select" No". If No, go to question# 3.)

3. a) What third party software company/vendor did you purchase your POS Application from? ACCELERATED PAYMENT TECHNOLOGIES b) What is the name of the third party software? XCHARGE Version/0 8 0 3 c) Do your transactions process through any other third parties, web hosting companies or gateways? D Yes a No If yes, who is it?
Please continue to Question# 4)

4. a) Do you or your vendor receive, pass, transmit or store the full cardholder number, electronically? D Yes a No b) If yes, where is card data stored? D Merchant D Third Party Only D Both Merchant& Third Party D GAA Export Only b1.) Are you or your vender PCI/ DSS( Payment Card Industry/ Data Security Standard) compliant? D Yes a No b2.) What is the name of your Qualified Security Assessor? b3,) Date of compliance: Date of last scan: N/ A

5. Have you ever experienced an account data compromise? D Yes a No If yes, when? _ Card Association requirements dictate it is prohibited to store track data in any circumstance. Further, itis recommended that no merchant or a merchant's third party vendor store cardholder data. If you or your vendor store data, you or your vendor are required to be PCI DSS compliant. Failure to adhere to these requirements may result in fines or loss of card acceptance.

Merchant Initials: l# 2
2 Rev. 05/ 14- GP-APT-WF

ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the" Agreement") to which it is attached governs the rental( the" Rental') of any point of sale equipment(- Equipment') by You under the Agreement, as indicated on the application pages or any subsequent order form( the" Application"). The initial term(' Initial Term') shall be set forth on the Application, After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a' Renewal') on the same terms and conditions expressed Initial Term herein, or any Renewals. or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice. You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one-half percent( 11/ 2%)per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account. In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge' s written demand therefor. You agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges or measured and taxes by OpenEdge' that maysnownet or income. hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on

3. Title and Loss. Any rented Equipment is OpenEdge' s property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge' s request, you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge' s security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/ or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever( Loss or Damage'), whether or not covered by insurance. No Loss or Damage shall relieve you from your obligations hereunder. OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti- static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VoIP) technology) or install any software without OpenEdge' s prior written consent With respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may stiffer, including reasonable attorneys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad(s) by OpenEdge are used to encode and authenticate information. They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by You on any Equipment.

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(" Software'). Furthermore, the term" Software' includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/ or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge' s confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain title, copyrights, or any other proprietary right to any Software. You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any act or assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/ or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/or to such third party beneficiaries for any transferee' s conduct with regard to the Software. You will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.

5. Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance. You may be responsible for shipping cost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software. Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/or components thereof are OpenEdge's property; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge' s obligations and/ or for the inspection, repair, removal, modification, installation, replacement, disconnection and/ or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services furnished hereunder. If there are problems with the Equipment. OpenEdge may give notice to you to roe immediately losses, for which ceaseOpenEdge using theshall Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring have no liability to you whatsoever.

8. Limitation of Liability. OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge's suppliers disclaim all liabilities under this Agreement. The liability of OpenEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, properly damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one ( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve ( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged acts of negligence, breath of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case actionoffornon- non-payment, paymentmore of taxes. than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an

9. Termination. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate, subject to a$ 50 re- stocking fee. In the event that you terminate this Agreement in breach of this Section 10. all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then-current Initial Term or Renewal shall be immediately due and payable to OpenEdge. and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge's invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge' s written notice. OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to return such Equipment to OpenEdge in the same condition as when delivered to you hereunder. ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances or rights of others whatsoever. You are responsible for return shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then-current replacement cost of such Equipment Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you.

10. of thisSurvival. Addendum. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfil the purposes Original Merchant Number:

Rep Code: 6329
Merchant Additional Location Form
usiness Information
Merchant's DBA Name/Outlet Name: Merchant's Legal Name:

City of Redondo Beach (Seaside Lagoon) City of Redondo Beach Physical Street Address( No P. O. Box): Legal Address:
200 Portofino Way 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90277 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone:
310) 318- 0681 310) 937-6666 310) 318-0683
Contact Name at this Address: E- Mail: Contact Name at this Address: E- Mail:

Daisy Horn [email protected] Daisy Horn I daisy.hom@redondo. org Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):

Type of Ownership: Sole Proprietor 0 Partnership Corporation 0 LLC Market Type: Sales Profile( Must equal 100%) 0 Professional Assoc 0 Tax Exempt Org( 501C) 0 Other. 0 Retail Supermarket Card Swiped 95% Type of Goods or Services Sold: SIC Code: 0 Restaurant Emerging Market Manually Keyed with imprint 0% Water Sport Rentals 9399 Lodging Public Sector
Mail Order/Telephone/Internet 5
MO/ TO Auto Rental
Years in business under current ownership: Federal Tax ID# P- card Cash Advance Total= 100% 124 x15161010101716171 E- commerce Other
Do you currently accept AmexNisa/ MasterCard/DlscoveR 0 Yes 0 No Does merchant accept transactions before the customer receives product or service? Yes 0 No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offer warranties, dues, subscriptions, memberships or other extended services? Yes 0 No Annual AmexNisa/MC/ Discover Sales:$ 243,300 Average Ticket:$ 28 Total AmexNisa/MC/Discover Sales( multiple locations only):$ 2, 250,000 Credit/Debit Card Services and Fee Schedule*
Plan Type N w Existing Existing Merchant No. Discount Rate Per Item Per Auth.

O VISA Credit N/ A N/ A 0. 150%$ 0. 01 0. 00
O VISA Bus. Card N/ A N/ A 0.150%$ 0. 01 0. 00
O VISA Check N/ A _ N/A 0. 150%$ 0.01 0. 00
O MasterCard Credit N/ A N/A 0. 150%$ 0.01 0. 00
O MasterCard Bus. Card N/ A N/A 0. 150%$ 0.01 0. 00
O Debit MasterCard N/ A N/A 0. 150%$ 0.01 0. 00
O Discover Credit N/A 0. 150%$ 0.01 0. 00
O Discover Bus. Card o N/A 0. 150%$ 0.01 0. 00
O Discover Check 0 N/A 0. 150%$ 0.01 0. 00
Z PayPal Credit( card present) 0 N/A 0. 150%$ 0.01 0.00 O Diners Club, China UnionPay, JCB 0 2. 850%$ 0. 15
a Debit( other than Visa or MC) 0.20
O EBT n 0. 35
a American Express 0. 150%$ 0. 01 0. 00
O American Express Prepaid 0. 150%$ 0.01 0. 00
Surcharges: 0 Tiered 0 Pass-Through Plus 0 Interchange Plus Rewards Discount Pass-Through Plus
Mid-Qualified Discount
Non-Qualified Discount
Other Fees: Fees from the original application also apply to the additional location***** Daily Discount: D YES 0 NO O X-CHARGE SUPPORT $ 10. 00 Monthly Staunent Fee 5. 60 Other Regulatory Compliance Fee $ 24. 75 PCI ASSURE Quarterly Fee S Virtual Site Survey Fee $ 25. 00 Other. Monthly Minimum 0. 30 Other.Batch Fee 29.00 PCI ASSURE Non- Compliance Fee( monthly) Amex Access Fee 0. 30% Amex Card Not Swiped Fee % Amex System Processing Fee $ Non- Refundable Application Fee Annual Assoc Tech Fee $ Monthly Debit Membership Fee $ Gateway Monthly Fee Gateway Setup Fee Global Transport VT( Rec Billing) Monthly Fee $ Global Transport VT( Rec Billing) Setup Fee $ Global Transport VT( Rec Billing) Transaction Fee Acceptance of Merchant Application and Terms& Conditions/ Merchant Authorization You have previously entered into a Card Services Agreement( the" Card Services Agreement"), including terms and conditions, with Global Payments Direct, Inc.(" Global Direct") and the Member named below(" Member'). Member is a member of Visa, USA, Inc.(' Visa' l and MasterCard International, Inc.(" MasterCard"): Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC.(" Discovery and a registered Program Participant of American Express Travel Related Services Company, Inc.(" American Express-). Please sign below to signify your acknowledgement and agreement that the additional merchant location identified above is subject to such Card Services Agreement If this additional beacon is accepted for card services. Merchant agrees to comply with Card Services Agreement as it may be modified or amended in the future. If you disagree with any of the above, do not sign this fam.

IF MERCHANT SUBMITS A TRANSACTION Tr , A.BAL DIRECT HEREUNDER FROM THIS ADDITIONAL MERCHANT LOCATION, MERCHANT WILL BE DEEMED TO HAVE AGREED THAT THE ADDITIONAL MERCHANT La CA BJECT TO THE CARD SERViCES AGREEMENT.

By your signature below on be - % ou certify that all information provided in this additional location form is true and accurate and you authorize Global Direct, and Global Direct on Members behalf. to initial=- .• • - rrhanfs checking account(s) in accordance with the Card Services Agreement and order a consumer credit report on Merchant and you.

Mints Sign:_ •• .: / 4 Name( printed): Title: Da e:
r
Steve Aspel Mayor a #1
S ning for Globo : ymen.= rlrecQ Inc.: Name( printed): Title: Da Signing for Member: Name( printed): Name of Member( printed): Date:

X Wells Fargo Bank
1 Rev. 05/ 14- GP-APT4? i
ELEANOR MANZANQr_ ERK I
ank Information (Attach Voided Check or Bank Letter):

Routing Number: DDA/ Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank1 11211101010131518 XXXXXXX m 0 0 0 0
Bank 2

O D D D O O
Amex annual volume<$ 1, 000, 000 0 YES U NO Amex Acceptance m YES 0 NO Amex Marketing 0 YES 0 NO American Express ESA Program
By signing below, I represent Mat I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express& Card Acceptance Agreement Agreement'), and that all information provided herein is true, complete, and accurate. I authorize Global Direct and American Express Travel Related Services Company. Inc.(" American Express") and American Express' s agents and Affiliates to verity the information in this application and receive and exchange information about me personally, inducing by requesting reports from consumer reporting agencies from time to lime, and disclose such infonmatice to their agent. subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct Global Direct and American Express and American Express' s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested horn consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I also authorize American Express to use the reports on me from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the Amencan Express Privacy Statement at httol/www americanexoress comlpnvacv to team more about how American Express protects your privacy and how American Express uses your information, I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1-( 800)- 5285200. I understand that upon American Express' s approval of the application, the entity will be provided with the Agreement and materials welcoming it to American Express's Card acceptance program.

Merchant' s Signature Name( printed): Title: Date:

X
Hardware
Process Method: m EDC 0 Touchtone 0 Paper Qty Hardware Device Rental/Purchase Unit Price Platform: O East Central1 PIN Pad- Ingenico- iSC250- Global Rental 0. 00 Imprinter: 0 Own 0 Purchase
Payments
Indicates Unit Price is recurring
Purchase Price per Unit $ See attached Equipment Rental Agreement( Addendum A) which is incorporated into Purchase Quantity- Standard: this agreement and has additional terms and conditions specific to equipment rentals.

Purchase Quantity- Handheld:

Total Regular Plates Needed: 1
Total Amex Plates Needed: 1
Total Plastic Cards Needed: 1
Global to schedule download? 0 Yes 0 No
Global to train? 0 Yes 0 No
0 Own/ Reprogram 0 Purchase U Lease 0 Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Primary Third Party: Special Instructions:

Secondary Third Party: Y( IC+)
Number of TIDS: 1 Product: X-Charge
Third Party Settlement
Term type: XC2 0 Terminal 0 Host
Global PC Software: 0 Own 0 Purchase
If purchase, price $ of payments:

Cardholder Data Storage Compliance

1. Are you going to use a POS terminal, software, or gateway application from Global Payments? 0 Yes m No

2. Are you using a" dial- up" terminal? D Yes 0 No
If yes, go to Question# 4& select" No". If No, go to question# 3.)

3. a) Mat third party software company/ vendor did you purchase your POS Application from? ACCELERATED PAYMENT TECHNOLOGIES b) Mat is the name of the third party software? XCHARGE Version#? 8 0 3 c) Do your transactions process through any other third parties, web hosting companies or gateways? D Yes 0 No If yes, who is it?
Please continue to Question# 4)

4. a) Do you or your vendor receive, pass, transmit or store the full cardholder number, electronically? U Yes 0 No b) If yes, where is card data stored? 0 Merchant 0 Third Party Only U Both Merchant& Third Party U GAA Export Only b1.) Are you or your vender PCI/ DSS( Payment Card Industry/Data Security Standard) compliant? 0 Yes 0 No b2.) What is the name of your Qualified Security Assessor? b3.) Date of compliance: Date of last scan: N/A

5. Have you ever experienced an account data compromise? 0 Yes 0 No If yes, when? Card Association requirements dictate it is prohibited to store track data in any circumstance. Further, it is recommended that no merchant ora merchant' s third party vendor store cardholder data. If you or your vendor store data, you or your vendor are required to be PCI DSS compliant. Failure to adhere to these requirements may result in fines or loss of card acceptance. lerchant Initials: 1# 2
2 R . 05 4-GP- APT-WF
daaawu
Aviv t• r _

ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the' Agreement") to which it is attached governs the rental( the' Rental') of any point of sale equipment(' Equipment') by You under the Agreement, as indicated on the application pages or any subsequent order form( the' Application"). The initial term(" Initial Term') shall be set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a' Renewal') on the same terms and conditions expressed Initial Term herein, or any Renewals. or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice. You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one-half percent( 1' 4%)per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge' s written demand therefor. You agree to reimburse OpenEdge for all costs and expenses, including reasonable attomeys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges or measured and taxes by OpenEdge' that maysnownet or income. hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on

3. Title and Loss. My rented Equipment is OpenEdge's property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge' s request, you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge's security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever(" Loss or Damage"), whether or not covered by insurance. No Loss or Damage shall relieve you from your obligations hereunder. OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti-static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VOIP) technology) or install any software without OpenEdge' s prior written consent With respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad(s) by OpenEdge are used to encode and authenticate information. They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Aswriallon member and are not to be altered by You on any Equipment

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(' Software'). Furthermore, the term' Software" includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge's confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain title, copyrights, or any other proprietary right to any Software. You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any actor assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/or to such third party beneficiaries for any transferee' s conduct with regard to the Software. You will indemnity OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attomeys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.

5. Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance. You may be responsible for shipping cost You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software. Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/or components thereof are OpenEdge' s property; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge' s obligations and/or for the inspection, repair, removal, modification, installation, replacement, disconnection and/or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services furnished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring Fat losses, for which OpenEdge shall have no liability to you whatsoever.

8. Limitation of Liability. OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge' s suppliers disclaim all liabilities under this Agreement. The liability of OpenEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, property damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case actionoffornon- non-payment, paymentmore of taxes. than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an

9. Termination. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate, subject to a$ 50 re-stocking fee. In the event that you terminate this Agreement in breach of this Section 10, all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then- current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge' s invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge's written notice, OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to retum such Equipment to OpenEdge in the same condition as when delivered to you hereunder. ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances or rights of others whatsoever. You are responsible for retum shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then- current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you. of10.thisSurvival. Addendum. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfill the purposes grak mSh
M.

MVO'
Original Merchant Number:

Rep Code: 6329
Merchant Additional Location Form
usiness Information
Merchant' s DBA Name/Outlet Name: Merchant's Legal Name:

City of Redondo Beach( Performing Arts) City of Redondo Beach Physical Street Address( No P.O. Box): Legal Address:
1935 Manhattan Beach Blvd. 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90278 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone:
310) 937-6607 310) 937-6666 310) 318-0683
Contact Name at this Address: E- Mail: Contact Name at this Address: E-Mail:

Daisy Horn daisy. hom@redondo. org Daisy Horn daisy.hom@redondo. org Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):

Type of Ownership: 0 Sole Proprietor 0 Partnership Corporation LLC Market Type: Sales Profile( Must equal 100%) Professional Assoc Tax Exempt Org( 501C) Other: 0 Retail 0 Supermarket Card Swiped 95% SIC Code: Restaurant 0 Emerging Market Type o
of Goods or Services Sold: Manually Keyed with imprint 0 / o Tickets to Performances & Hall Rental 9399 Ledging Public Sector Mail Order/ Telephone/ Internet 5% MO/ TO 0 Auto Rental Years in business under current ownership: Federal Tax ID# P- card Cash Advance 124 Total= 100% 9 1 5 1 6 10 I 0 I 0 1 7 1 6 1 7 I E- commerce Other Do you currently accept AmexNisa/MasterCard/Discovel? m Yes 0 No Does merchant accept transactions before the customer receives product or service? Yes 0 No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offer warranties, dues, subscriptions, memberships or other extended services? Yes m No Annual Amex/Visa/MC/ Discover Sales:$ 307, 390 Average Ticket:$$3533 Total AmexNisa/ MC/ Discover Sales( multiple locations only):$ 2, 250,000 redit/Debit Card Services and Fee Schedule*
Ian Type N w Existing Existing Merchant No. Discount Rate Per Item Per Auth.

VISA Credit N/ A N/A 0. 150%$ 0. 01 0.00
VISA Bus. Cam N/ A N/A 0. 150%$ 0. 01 0. 00
VISA Check N/ A N/A 0. 150%$ 0. 01 0. 00
MasterCard Credit N/ A N/A 0. 150%$ 0. 01 0. 00
MasterCard Bus. Card N/ A N/A 0. 150%$ 0. 01 0. 00
Debit MasterCard N/ A N/A 0. 150%$ 0. 01 0. 00
Discover Credit N/A 0. 150%$ 0. 01 0. 00
Discover Bus. Card N/A 0. 150%$ 0.01 0. 00
Discover Check N/A 0. 150%$ 0.01 0. 00
PayPal Credit( card present) N/A 0. 150%$ 0. 01 0.00
Diners Club, China UnionPay, JCB 2.850%$ 0. 15
Debit( other than Visa or MC) o 0.20
EBT 0. 35
American Express 0 0. 150%$ 0.01 0. 00
American Express Prepaid 0. 150%$ 0.01 0. 00
Surcharges: Tiered Pass-Through Plus 0 Interchange Plus Rewards Discount Pass-Through Plus
Mid-Qualified Discount
Non- Qualified Discount
Other Fees: Fees from the original application also apply to the additional location*"** Daily Discount: YES a NO X-CHARGE SUPPORT $ 10. 00 Monthly Statment Fee 5. 60 Other: Regulatory Compliance Fee $ 24. 75 PCI ASSURE Quarterly Fee Virtual Site Survey Fee $ 25.00 Other: Monthly Minimum 0. 30 Other: Batch Fee 29. 00 PCI ASSURE Non- Compliance Fee( monthly) Amex Access Fee 0. 30% Amex Card Not Swiped Fee % Amex System Processing Fee $ Non- Refundable Application Fee Annual Assoc Tech Fee $_ Monthly Debit Membership Fee $ Gateway Monthly Fee Gateway Setup Fee Global Transport VT( Rec Billing) Monthly Fee $ Global Transport VT( Rec Billing) Setup Fee $ Global Transport VT( Rec Billing) Transaction Fee Acceptance of Merchant Application and Terms& Conditions/ Merchant Authorization You have previously entered into a Card Services Agreement( the" Card Services Agreement'), including terms end conditions, with Global Payments Direct, Inc.(" Global Direct") and the Member named below(" Member). Member is a member of Vise, USA, Inc.(" Visa") and MasterCard International, Inc.(" MasterCard'); Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC.(" Discover) and a registered Program Participant of American Express Travel Related Services Company, Inc.(" American Express"). Please sign below to signify your acknowledgement and agreement that the additional merchant location identified above is subject to such Card Services Agreement. If this additional location is accepted for card services, Merchant agrees to comply with Card Services Agreement as it may be modified or amended in the future. If you disagree with any of the above, do not sign this form.

IF MERCHANT SUBMITS A TRANSA. kr TO LOBAL DIRECT HEREUNDER FROM THIS ADDITIONAL MERCHANT LOCATION, MERCHANT WILL BE DEEMED TO HAVE AGREED THAT THEADDITIONAL MERCHANT LO/ J• NBJECT TO THE CARDSERVICES AGREEMENT.

By your signature below on•- / r .
you certify that all information provided in this additional location form is true and accurate and you authorize Global Direct, and Global Direct on Members behalf, to inn erchant' s checking account(s) in accordance with the Card Services Agreement and order a consumer credit report on Merchant and you y
chant's> r Name Title: a
Steve Aspel Mayor aa #1 Signing for Glo.. P: ., is Direct, Inc.: Name( printed): Title: ate:

Signing for ` ember. Name( printed): Name of Member( printed): Date:

X Wells Fargo Bank
ATTEST:
1 Rev. 05/ 14- GP-•
i11/4
EteE; No. '. .. 14AATiQt EI r ERK
sank Information( Attach Voided Check or Bank Letter):

Routing Number: DDA/Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank1
1I
2 1110 1010 f 3 XXXXXXXX 0 0 m 0 0 0
Bank 2 lI lI o o o
Amex annual volume<$ 1, 000,000 0 YES 0 NO Amex Acceptance 0 YES 0 NO Amex Marketing 0 YES 0 NO American Express ESA Program
By signing below. I represent that I have read and am authorized to sign and subnvt tills application for the above entity, which agrees to be bound by the American Express Card Acceptance Agreement Agreement"), and that all information provided herein is hue, complete, and accurate. I authorize Global erect and Amencan Express Travel Related Services Company, Inc.(" American Express") and American Express' s agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct Global Direct and Amencan Express and American Express' s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency fumishing the report. I also aumooze American Express to use the reports on me from consumer repottingagencies for marketing and administrative purposes. I am able to read and understand the English language, Please read the American Express Privacy Statement at Imp/ Avww amencanexpress convonvacy to team more about how American Express protects your privacy end how American Express uses your information. I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1-( 800)-5285200. I understand that upon Amencan Express' s approval of the application, the entity will be provided with the Agreement and materials welcoming it to American Express' s Card acceptance program.

Merchant's Signature Name( printed): Title: Date:

X
Hardware
Process Method: 0 EDC 0 Touchtone 0 Paper Qty Hardware Device Rental/Purchase Unit Price Platform: O East 0 Central
1 Pad- Ingenico- iSC250- Global
Rental 0.00
Imprinter: 0 Own 0 Purchase
Indicates Unit Price is recurring Purchase Price per Unit: $ See attached Equipment Rental Agreement( Addendum A) which is incorporated into Purchase Quantity- Standard: this agreement and has additional terms and conditions specific to equipment rentals.

Purchase Quantity- Handheld:

Total Regular Plates Needed: 1
Total Amex Plates Needed: 1
Total Plastic Cards Needed: 1
Global to schedule download? 0 Yes 0 No
Global to train? 0 Yes 0 No
0 Own/ Reprogram 0 Purchase 0 Lease 0 Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader
Terminal Application/ PC Software Type:

Primary Third Party: Special Instructions:

Secondary Third Party: Y( IC+)
Number of TIOS: 1 Product: X- Charge
Third Party Settlement
Term type: XC2 Terminal 0 Host
Global PC Software: 0 Own Purchase
If purchase, price $ of payments:

Cardholder Data Storage Compliance
t. Are you going to use a POS terminal, software, or gateway application from Global Payments? o Yes 0 No

2. Are you using a" dial-up" terminal? Yes 0 No
If yes, go to Question# 4& select" No". If No, go to question# 3.)

3. a) What third party software company/ vendor did you purchase your POS Application from? ACCELFRATED PAYMFNT TECHNOI OGIES b) What is the name of the third party software? XCHARGE Version#? 8 0 3 c) Do your transactions process through any other third parties, web hosting companies or gateways? o Yes 0 No If yes, who is it?
Please continue to Question# 4)

4. a) Do you or your vendor receive, pass, transmit or store the full cardholder number, electronically? Yes 0 No b) If yes, where is card data stored? 0 Merchant 0 Third Party Only 0 Both Merchant& Third Party 0 GAA Export Only b1.) Are you or your vender PCI/ DSS( Payment Card Industry/ Data Security Standard) compliant? 0 Yes 0 No b2.) What is the name of your Qualified Security Assessor? b3.) Date of compliance: Date of last scan: N/ A

5. Have you ever experienced an account data compromise? 0 Yes 0 No If yes, when? Card Association requirements dictate it is prohibited to store track data in any circumstance. Further, it is recommended that no merchant or a merchant's third party vendor store cardholder data. If you or your vendor store data, you or your vendor are required to be PCI DSS compliant. Failure to adhere to these requirements may result in fines or loss of card acceptance. x
s/,
Merchant Initials: ./ a#2
2 R= i W.- GP-APT-WF
m0

ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the" Agreement') to which it is attached governs the rental( the" Rental') of any point of sale equipment(" Equipment') by You under the Agreement, as indicated on the application pages or any subsequent order form( the" Application"). The initial term(" Initial Term") shall be set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a Renewal") on the same terms and conditions expressed herein, or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the Initial Term or any Renewals.

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice.

You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one- half percent( 1%%) per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account. In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge's written demand therefor.

You agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges and taxes that may now or hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on or measured by OpenEdge' s net income.

3. Title and Loss. Any rented Equipment is OpenEdge' s property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal property and not become a fixture. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge' s request, you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge' s security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever(" Loss or Damage"), whether or not covered by insurance. No Loss or Damage shall relieve you from your obligations hereunder.

OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti-static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VolP) technology) or install any software without OpenEdge' s prior written consent. With respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad( s) by OpenEdge are used to encode and authenticate information.

They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by You on any Equipment.

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(" Software'). Furthermore, the term" Software' includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/ or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge' s confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain title, copyrights, or any other proprietary right to any Software, You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any act or assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/ or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/or to such third party beneficiaries for any transferee' s conduct with regard to the Software. You will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.

5. Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance.

You may be responsible for shipping cost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software.

Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/or components thereof are OpenEdge' s properly; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge' s obligations and/ or for the inspection, repair, removal, modification, installation, replacement, disconnection and/ or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services furnished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to Sanyo immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring d losses, for which OpenEdge shall have no liability to you whatsoever. kb

8. Limitation of Liability. OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge' s suppliers disclaim all liabilities under this Agreement. The liability of OpeiEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, property damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve ( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case of non- payment, more than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an action for non- payment of taxes.

9. Termination. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate, subject to a$ 50 re-stocking fee. In the event that you terminate this Agreement in breach of this Section 10, all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then- current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge' s invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge' s written notice, OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to retum such Equipment to OpenEdge in the same condition as when delivered to you hereunder, ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances or rights of others whatsoever. You are responsible for return shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then- current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you.

10. Survival. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfill the purposes of this Addendum.
p^uc
o • tr
orn+ trit
Original Merchant Number:

Rep Code: 6329
Merchant Additional Location Form
usiness Information
Merchant' s DBA Name/Oullet Name: Merchant's Legal Name:

City of Redondo Beach ( Alta Vista) City of Redondo Beach Physical Street Address( No P. O. Box): Legal Address:
715 Julia Avenue 415 Diamond Street
City, State, Zip: City, State, Zip:

Redondo Beach, CA 90277 Redondo Beach, CA 90277
DBA Phone: Fax: Corp. Phone:
310) 318-0670 310) 937-6666 310) 318-0683
Contact Name at this Address: E- Mail: Contact Name at this Address: E-Mail:

Daisy Hom daisy. hom@redondo. org Daisy Horn daisy.hom@redondo. org Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):

Merchant Profile
Type of Ownership: D Sole Proprietor Partnership Corporation 0 LLC Market Type: Sales Profile( Must equal 100%) 0 Professional Assoc 0 Tax Exempt Org( 5010) her. Gvmt. a Retail Supermarket Card Swiped 75% Type of Goods or Services Sold: SIC Code: n Restaurant Emerging Market Manually Keyed with imprint 0% Community Center-Class Fees 9399 0 Lodging 0 Public Sector 0 MO/ TO Auto Rental
Mail Order/Telephone/ Internet 25%
Years in business under current ownership: Federal Tax ID# 1249151610101017Total=
P- card 0 Cash Advance
100% 16 17 I E- commerce Other
Do you currently accept AmexNisa/MasterCard/ Discover? Yes a No Does merchant accept transactions before the customer receives product or service? Yes a No How long does customer wait before product is received? of sales in this category cost that is prepayment? Duration of extended service or benefit( in weeks) Does merchant offerwarranties, dues, subscriptions, memberships or other extended services? Yes a No Annual AmexMsa/MC/Discover Sales:$ 50,542 Average Ticket:$ 11 Total AmexNisa/ MC/ Discover Sales( multiple locations only):$ 2, 250,000 redit/Debit Card Services and Fee Schedule*
Ian Type New Existing Existing Merchant No. Discount Rate Per Item Per Auth.

VISA Credit N/ A N/ A 0. 150%$ 0.01 0.00
VISA Bus. Card N/ A N/ A 0. 150%$ 0.01 0.00
VISA Check N/ A N/ A 0. 150%$ 0.01 0.00
MasterCard Credit N/ A N/ A 0. 150%$ 0.01 0. 00
MasterCard Bus. Card N/ A N/ A 0. 150%$ 0. 01 0, 00
Debit MasterCard N/ A N/ A 0. 150%$ 0. 01 0. 00
Discover Credit N/ A 0. 150%$ 0. 01 0. 00
Discover Bus. Card o N/ A 0. 150%$ 0. 01 0.00
Discover Check N/A 0. 150%$ 0. 01 0. 00
PayPal Credit( card present) o N/A 0. 150%$ 0. 01 0. 00 Diners Club, China UnionPay, JCB 2.850%$ 0. 15
Debit( other than Visa or MC) 0, 20
EBT 0. 35
American Express 0. 150%$ 0. 01 0. 00
American Express Prepaid 0.150%$ 0. 01 0. 00
Surcharges: 0 Tiered 0 Pass-Through Plus 0 Interchange Plus Rewards Discount Pass-Through Plus
Mid- Qualified Discount
Non-Qualified Discount
Other Fees: Fees from the original application also apply to the additional location Daily Discount D YES a NO X-CHARGE SUPPORT $ 10. 00 Monthly Statment Fee 5. 60 Other: Regulatory Compliance Fee $ 24.75 PCI ASSURE Quarterly Fee Virtual Site Survey Fee $ 25.00 Other: Monthly Minimum 0. 30 Other: Batch Fee 2900 PCI ASSURE Non- Compliance Fee( monthly) Amex Access Fee 0. 30% Amex Card Not Swiped Fee Amex System Processing Fee $ Non-Refundable Application Fee Annual Assoc Tech Fee $ Monthly Debit Membership Fee $ Gateway Monthly Fee Gateway Setup Fee Global Transport VT( Rec Billing) Monthly Fee $_ Global Transport VT( Rec Billing) Setup Fee $ Global Transport VT( Rec Billing) Transaction Fee Acceptance of Merchant Application and Terms& Conditions/ Merchant Authorization You have previously entered into a Card Services Agreement the" Card Services Agreement'), including terms end conditions, with Global Payments Direct, Inc.(" Global Direct") and the Member named below(" Member), Member is a member of Visa, USA, Inc.(" Visa") and MasterCard International, Inc. r'MasterCard"): Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC.(" Discover) end a registered Program Participant of American Express Travel Related Services Company, Inc.(" American Express'). Please sign below to signify your acknowledgement and agreement that the additional merchant location identified above is subject to such Card Services Agreement. If this additional location is accepted for card services, Merchant agrees to comply with Card Services Agreement as it may be modified or amended in the future. If you disagree with any of the above, do not sign this form.

IF MERCHANT SUBMITS A TRANSACTI• J 0 LOBAL DIRECT HEREUNDER FROM THIS ADDITIONAL MERCHANT LOCATION, MERCHANT WILL BE DEEMED TO HAVE AGREED THAT THE ADDITIONAL MERCHANT LOC' Zri. I BJECT TO THE CARD SERVICES AGREEMENT. By your signature below on beha/, r,")",/ you certify that all information provided in this additional location form is tore and accurate and you authorize Global Direct, and Global Direct on Members behalf, to initiate• rchanft checking account( s) in accordance with the Card Services Agreement and order a consumer credit report on Merchant and you. chant's Signa -••/
A
Name( printed): Title: at
Steve Aspel Mayor XIkin a #1
X.
ning for Global •.- men''' Peet Inc.: Name( printed): Title: Date:

Signing for Member: Name( printed): Name of Member( printed): Date:

X Wells Fargo Bank
A
SipTry
1 Rev. 05/ 14- GP-APT .:..:; r6-
ELEANOR MANZANO. c . - .' RK
sank Information (Attach Voided Check or Bank Letter):

Routing Number: DDA/Checking Account#: Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank 1 1
1 2 11
I
I 0 I
11 0 I
1I
0 1
II
3 1
5 1
11 8 XXXXXXXXX 0 0 0 0
Bank2 D 0 0 D 0 0
Amex annual volume< 81. 000, 000 0 YES 0 NO Amex Acceptance 0 YES 0 NO Amex Marketing 0 YES 0 NO American Express ESA Program
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express® Card Acceptance Agreement Agreement"), end that all information provided herein is We, complete, and accurate. I authonze Global Direct and American Express Travel Related Services company, Inc.(" American Express") and American Express' s agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports tram consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. t authorize and direct Global Direct and American Express and American Express' s agents end Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency funishing the report. I also authorize American Express to use the reports on me from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the American Express Pmacy Statement at bttpj/ vww amencanexoress com/privacv to learn more about how American Express protects your privacy and how American Express uses your information. I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1-( 800)- 5285200. I understand that upon American Express' s approval of the application, the entity will be provided with the Agreement and matenals welcoming it to American Express's Card acceptance program, Merchants Signature Name( printed): Title: Date:

X
Hardware
Process Method: 0 EDC O Touchtone D Paper Qty Hardware Device Rental/Purchase Unit Price Platform: O East 0
Central1 PIN Pad- Ingenico- iSC250- Global Rental 0. 00 Payments Imprinter 0 Own 0 Purchase
Indicates Unit Price is recurring
Purchase Price per Unit: $
See attached Equipment Rental Agreement( Addendum A) which is incorporated into Purchase Quantity- Standard: this agreement and has additional terms and conditions specific to equipment rentals.

Purchase Quantity- Handheld:

Total Regular Plates Needed: 1
Total Amex Plates Needed: 1
Total Plastic Cards Needed: 1
Global to schedule download? 0 Yes D No
Global to train? 0 Yes D No
0 Own/Reprogram D Purchase 0 Lease 0 Rental
Terminal Type:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Primary Third Party: Special Instructions:

Secondary Third Party: Y( IC+)
Number of TIDS: 1 Product: X-Charge
Third Party Settlement
Term type: XC2 0 Terminal 0 Host
Global PC Software: O Own 0 Purchase
If purchase, price $ of payments:

Cardholder Data Storage Compliance

1. Are you going to use a POS terminal, software, or gateway application from Global Payments? D yes m No

2. Are you using a" dial- up" terminal? 0 Yes 0 No
If yes, go to Question# 4& select" No". If No, go to question# 3.)

3. a) What third party software company/vendor did you purchase your POS Application from? ACCELFRATED PAYMENT TECHNOLOGIES b) What is the name of the third party software? XCHARGE Version#? 8 0 3 c) Do your transactions process through any other third parties, web hosting companies or gateways? D Yes 0 No If yes, who is it?
Please continue to Question# 4)

4. a) Do you or your vendor receive, pass, transmit or store the full cardholder number, electronically? O Yes 0 No b) If yes, where is card data stored? 0 Merchant O Third Party Only 0 Both Merchant& Third Party D GAA Export Only b1.) Are you or your vender PCI/DSS( Payment Card Industry/Data Security Standard) compliant? 0 Yes 0 No b2.) What is the name of your Qualified Security Assessor? b3.) Date of compliance: Date of last scan: N/ A

5. Have you ever experienced an amount data compromise? 0 Yes 0 No If yes, when? _ Card Association requirements dictate it is prohibited to store track data in any circumstance. Further, it is recommended that no merchant or a merchant's third party vendor store cardholder data. If you or your vendor store data, you or your vendor are required to be PCI DSS compliant. Failure to adhere to these requirements may result in fines or loss of card acceptance. lerchant Initials:
41 a#2
2 R= . 0" 4-GP-APT-WF
WYSSFF
carr®

ADDENDUM A

1. Equipment Selection and Rental Term. This addendum to the Card Services Agreement( the" Agreement) to which it is attached govems the rental( the" Rental') of any point of sale equipment(" Equipment) by You under the Agreement, as indicated on the application pages or any subsequent order form( the" Application"). The initial term(' Initial Term') shall be set forth on the Application. After expiration of the Initial Term, the Rental shall be automatically extended for successive one( 1) month periods( each a' Renewal") on the same terms and conditions expressed herein, or as may be amended, unless you give written notice of termination at least ten( 10) days prior to the expiration of the Initial Term or any Renewals.

2. Fees and Charges. Each item of Equipment selected by you, as well as its respective monthly rental charge and current replacement cost, are set forth on the Application. After the Initial Term, OpenEdge may increase rental charges at any time upon sixty( 60) days written notice.

You authorize OpenEdge to debit your merchant bank account, for all charges incurred by you under the Agreement, including any charges incurred by OpenEdge on your behalf, for the Equipment provided for in this Agreement. If your account contains insufficient funds to accommodate such debit, you authorize OpenEdge to charge your account a one and one-half percent( 1%%) per month service charge on all amounts that are not paid on the due date. You will be sent a statement indicating the amount debited to your account. In the event that any amount due hereunder is not timely paid as provided herein, OpenEdge may, in addition to any other right or remedy which it may have under this Agreement or at law, terminate the Rental if you do not effect payment in full within ten( 10) days of OpenEdge' s written demand therefor.

You agree to reimburse OpenEdge for all costs and expenses, including reasonable attorneys' fees, incurred by OpenEdge in enforcing collection of any monies due it under the Agreement. You shall reimburse OpenEdge for( or pay directly if instructed by OpenEdge) all charges and taxes that may now or hereafter be imposed or levied upon the rental, possession or use of the Equipment, excluding all taxes on or measured by OpenEdge' s net income.

3. Title and Loss. Any rented Equipment is OpenEdge's property and will not become your property. Notwithstanding any attachment, such Equipment will remain personal properly and not become a future. You will protect such Equipment from loss, theft, damage or any legal encumbrance. Title to rented Equipment, as well as all alterations or repairs made or parts added to such Equipment, shall remain in OpenEdge. You agree to give OpenEdge a security interest in all such Equipment, as applicable. At OpenEdge's request, you shall execute and deliver, at your expense, any security agreement or other document reasonably required to document or perfect OpenEdge' s security interest in such Equipment. It is understood and agreed that the rights of OpenEdge under such security interest shall be in addition to the rights and/ or remedies otherwise available to Global under the terms of this Agreement, and not in limitation thereof. Upon delivery of Equipment, you shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any portion thereof from any cause whatsoever(" Loss or Damage'), whether or not covered by insurance, No Loss or Damage shall relieve you from your obligations hereunder.

OpenEdge shall provide you with operating instructions that will instruct you in the proper use of the Equipment, and you shall install, use and operate the Equipment only in such manner and in accordance with card association requirements. You are responsible for providing all necessary connections and other facilities and for paying all expenses of installing and operating the Equipment. You shall provide the Equipment with a suitable secure space and power for its proper operation. You shall provide all necessary infrastructure, including without limitation, power outlets, grounding and anti- static environments required for the safe and efficient operation of the Equipment in accordance with the specifications of OpenEdge and any other applicable specifications or regulations. You shall not move the Equipment, attach any devices, change your method of telecommunication( including but not limited to using Voice over IP( VolP) technology) or install any software without OpenEdge' s prior written consent. With respect to any item of Equipment rented to you by OpenEdge, you will not be liable for normal wear and tear, provided, however, that you will be liable to OpenEdge in the event that any rented item of Equipment is lost, destroyed, stolen or rendered inoperative. You will indemnify OpenEdge against any loss arising out of, damage to or destruction of any item of Equipment for any cause whatsoever and for any costs, expenses, and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from the use of the Equipment. The cryptographic keys loaded into the PIN Pad( s) by OpenEdge are used to encode and authenticate information.

They are provided by OpenEdge in connection with meeting Card Association obligations and are the property of an authorized Card Association member and are not to be altered by You on any Equipment.

4. Software. You acknowledge that the Equipment provided hereunder is embedded with proprietary technology(" Software"). Furthermore, the term" Software" includes any programs, applications or proprietary technology that is otherwise provided or made available to you under this Agreement, independent of Equipment. At all times, OpenEdge or its suppliers retain all rights to such Software, including, but not limited to updates, enhancements and additions. All material and information made available by OpenEdge, including but not limited to the Equipment and Software, shall be protected by you as confidential and proprietary information of OpenEdge and/or its suppliers, and your use thereof shall be limited to that expressly authorized by OpenEdge. You shall not disclose OpenEdge' s confidential or proprietary information to any third party unless such disclosure is authorized in advance in writing by OpenEdge. Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property to you. You shall not obtain title, copyrights, or any other proprietary right to any Software. You shall not commit any act or assist anyone else to commit any act to copy, modify, alter, translate, attempt to change, reprogram, decompile, emulate, reverse engineer or tamper with the Software in any way, or commit any actor assist anyone else to commit any act that otherwise rearranges the Equipment or the Software. You shall not create or attempt to create any derivative work based on the Software or assist anyone else in doing so. You shall not sell, license, sublicense, or convey any rented Equipment to a third party without the prior written consent of OpenEdge. OpenEdge' s suppliers of Equipment and/or Software are third party beneficiaries of the Agreement with the right to rely on and directly enforce the terms of this Agreement against you to protect their ownership rights. You are liable to OpenEdge and/or to such third party beneficiaries for any transferee' s conduct with regard to the Software. You will indemnify OpenEdge for any costs, expenses and judgments OpenEdge may suffer, including reasonable attorneys' fees, arising from your breach of this Section 5 or otherwise arising out of use of the Software.

5. Maintenance. You will promptly notify OpenEdge of any Equipment malfunction, failure or other incident resulting in the loss of use of the Equipment or need for repair or maintenance, whereupon OpenEdge will make the necessary arrangements to obtain required maintenance.

You may be responsible for shipping cost. You shall cooperate with OpenEdge in its attempt to diagnose any problem with the terminal. In the event your terminal requires additional software, you are obligated to cooperate and participate in downloading and installing such software.

Maintenance service provided under this Agreement may include replacing an item of Equipment or a component thereof, if OpenEdge determines in its sole discretion that the need for replacement arose from ordinary wear and tear, and that such replacement is necessary for the Equipment to function in accordance with its written specifications. Replaced items of Equipment and/or components thereof are OpenEdge' s property; you are required to ship them to OpenEdge within thirty( 30) days of their replacement, and they will not be returned to you. Maintenance service provided under this Agreement is available only for Equipment that has been handled and operated appropriately, and does not include services arising out of the negligence or misconduct by you, your employees, agents, customers or contractors or your failure to comply with any and all instructions and specifications provided by OpenEdge or the manufacturer of the Equipment; if any such replaced Equipment is determined by OpenEdge to be unrepairable, or if you have failed to ship any replaced Equipment to OpenEdge within thirty ( 30) days of its replacement, OpenEdge shall have the right to debit your account for the then current replacement cost of such Equipment.

6. Access to Premises. You will allow OpenEdge and its designated representatives physical and electronic access to the Equipment upon request, including permitting prompt and safe access to your premises when required for the purpose of performing OpenEdge' s obligations and/or for the inspection, repair, removal, modification, installation, replacement, disconnection and/ or relocation of the Equipment.

7. Warranties and Representations. Neither OpenEdge nor its suppliers make any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, the software residing therein or any of the services furnished hereunder. If there are problems with the Equipment, OpenEdge may give notice to you to d immediately cease using the Equipment; your failure to comply with any such instructions from OpenEdge could result in your incurring losses, for which OpenEdge shall have no liability to you whatsoever.

8. Limitation of Liability. OpenEdge shall not be liable for failure to provide the Equipment if such failure is due to any cause or condition beyond OpenEdge' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Govemment in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, or other similar causes beyond OpenEdge' s control. OpenEdge's suppliers disclaim all liabilities under this Agreement. The liability of OpenEdge, if any, for any loss hereunder, including but not limited to damages arising out of any malfunction of the Equipment or the failure of the Equipment to operate, personal injury, property damage, or cause of action under contract, negligence, tort, statute, warranty, or infringement shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( 1) month' s average charge paid hereunder by you for the rented Equipment during the previous twelve( 12) months or such lesser number of months as shall have elapsed subsequent to me effective date of this Agreement. The foregoing represents the sole extent of OpenEdge' s liability in the event of any alleged default by OpenEdge under this Agreement, including alleged acts of negligence, breach of contract, or otherwise, and regardless of the form in which any legal or equitable action may be brought against OpenEdge, and the foregoing shall constitute your exclusive remedy. OpenEdge shall have no liability whatsoever arising from use of the Equipment in connection with software or services not authorized by OpenEdge. Under no circumstances shall OpenEdge be liable for any loss of anticipated profits, lost interest, or for special, consequential, punitive or exemplary damages, even if OpenEdge has been advised of the possibility of such damages. In no event shall OpenEdge be liable for any claim, loss, billing error, damage, or expense caused by OpenEdge' s performance or failure to perform hereunder which is not reported in writing to OpenEdge by you within thirty( 30) days of such failure to perform, or in the event of a billing error, within sixty( 60) days of the invoice or applicable statement. Neither party may institute any action in any form arising out of or in connection with this Agreement more than two( 2) years after the cause of action has arisen, or in the case of non-payment, more than two( 2) years from the date of last payment or promise to pay, except that this limitation shall not apply to an action for non- payment of taxes.

9. Termination. You may terminate a Rental by notifying OpenEdge in writing of your intent to terminate, subject to a$ 50 re- stocking fee. In the event that you terminate this Agreement in breach of this Section 10, all monthly fees assessed to you and payable to OpenEdge under this Agreement for the remainder of the then- current Initial Term or Renewal shall be immediately due and payable to OpenEdge, and you hereby authorize OpenEdge to accelerate the payment of all such monthly fees and to deduct the total amount from your merchant bank account identified above. If such account does not contain sufficient funds for the debit, you shall pay OpenEdge the amount due within ten 10) days of the date of OpenEdge' s invoice for same. The payment of accelerated monthly fees as described herein is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate OpenEdge for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such amounts shall not be in lieu of but in addition to any payment obligations otherwise incurred by you under this Agreement, which shall be an additional cost, and any and all other damages to which OpenEdge may be entitled hereunder. If you default under a Rental, or any other agreement between you and an affiliate of OpenEdge, and such default continues for ten( 10) days after OpenEdge' s written notice, OpenEdge may terminate this Agreement, declare the entire amount of the unpaid balance and any other charges to be immediately due and payable and exercise any other remedy existing at law or in equity, including the right to enter upon your premises without notice and repossess any Equipment not owned by you. If you default, OpenEdge may require you, at your expense, to return such Equipment to OpenEdge in the same condition as when delivered to you hereunder, ordinary wear and tear resulting from proper use alone excepted, free and clear of all liens, encumbrances or rights of others whatsoever. You are responsible for return shipping costs if you terminate for any reason other than a breach of the Agreement by OpenEdge, and agree to contact OpenEdge for instructions regarding return of the Equipment and to promptly comply therewith. In the event that OpenEdge breaches the terms and conditions hereof, you may, at your option, give written notice of your intention to terminate the Rental unless such breach is remedied within thirty( 30) days of such notice. Failure to remedy such a breach shall make the Rental terminable, at your option, at the end of such thirty( 30) day period unless notification is withdrawn. If you have failed to ship any Equipment to OpenEdge within thirty ( 30) days of termination of this Agreement, OpenEdge shall have the right to debit your account for the full then-current replacement cost of such Equipment. Software license rights provided under this Agreement through a third party may be suspended, modified or terminated in whole or in part at any time without liability to you. of 10.thisSurvival. Addendum. All terms of this Addendum shall survive expiration or termination of the Agreement to the extent necessary to fulfill the purposes dr c
xaom rte`
2 Type of Account( Check one): Control Number
Direct Account
globalpayments Agent Bank Account
Bank Referral, new relationship
Name of Bank: Branch:

Merchant A. . lication
usiness Information
Merchant's DBA Name/ Outlet Name: Merchant's Legal Name:

Physical Street Address( No P. O. Box): Legal Address:

City, State, Zip: City, State, Zip:

DBA Phone: Fax: Corp. Phone: Fax:
ext. ext.

Contact Name at this Address: Contact Name at this Address:

Email: Email:

Customer Service Phone#( Required for MOTO and Internet merchants only): Website Address( Required for Internet merchants):
erchant Profile Amex/Visa/ MasterCard/ Discover Information Type of Ownership: Sole Proprietor [' Partnership • orporation LLC arket Type: Sales Profile( Must Equal 100%) Professional Assoc. Tax Exempt Org( 501C 30, 40, 101: I) Retail Supermarket Type of Goods or Services Sold: SIC Code: Restaurant ,[' Emerging Market Card Swiped Lodging [' Public Sector
Years in business under current ownership: Federal Tax ID# Manually Keyed with Imprint MO/TO Auto Rental OP-card Cash Advance
Do you currently accept Amex/Visa/ MasterCard/ Discover? 0 YES 0 NO 0E-commerce Other:_ Mail Order/ Telephone/Internet _%
Does merchant accept transactions before the customer receives product or service? YES NO I Total= 100% How long does customer wait before product is received? of sales in this category?_ of cost that is prepayment? Duration of extended service or benefit( in weeks):

Does merchant offer warranties, dues, subscriptions, memberships or other extended services? 0 YES 0 NO Annual AmexNisa/MC/ Discover Sales:$_ Average Ticket:$ Total AmexNisa/MC/Discover Sales( multiple locations only):$ Member Bank (Acquirer) Information:

Wells Fargo Bank, 1200 Montego, Walnut Creek, CA 94598 ( 925) 746-4167 Important Member Bank( Acquirer) Responsibilities Important Merchant Responsibilities

1. The Bank is the only entity approved to extend acceptance of Card Organization 1. Ensure compliance with cardholder data security and storage products directly to a Merchant. requirements.

2. The Bank must be a principal( signer) to the Merchant Agreement. 2. Maintain fraud and chargebacks below Card Organization thresholds.

3. The Bank is responsible for educating Merchants on pertinent Card Organization 3. Review and understand the terms of the Merchant Agreement.

Rules with which Merchants must comply; but this Information may be provided 4. Comply with Card Organization rules. to you by Processor. 5. Retain a signed copy of this Disclosure Page.

4. The Bank is responsible for and must provide settlement funds to the Merchant.

5. The Bank is responsible for all funds held in reserve.

Merchant Resources
You may download" Visa Regulations" from Visa' s website at:
http:// usa.visa.com/merchants/operations/op reoulations.html You may download" MasterCard Rules" from MasterCard's website at: The responsibilities above do not replace the terms of the Merchant http:// www.mastercard.com/ us/ merchant/support/rules.html AgreemienStprovided to ensure the Merchant understands some You may download additional merchant information from Discover's website atimportant obligations of each party and that the Bank is the ultimate http:// www.discovernetwork.com/ merchants/ index. html authority should the Merchant experience any problems.

You may download" American Express Merchant Operating Requirements" at http:// globalpavmentsinc.com/GPDB/Ac' 9OC. as. x?SubDoc 111=1383 • l[a IX. IIYY ` O'd
ELEANOR MAAZAN10. CITY CLERK
Merchant's Signature' Name( printed): Title: Rco QY
Date:

For questions rega - Ing rr. - Ices, contact: Global Payments, attn: Customer Service, 10705 Red Run Blvd., Owings Mills, MD 21117 or call: 1- 800- 367- 2638
Note: Billin• dis. utes must be forward- d, in writin., to Customer Service within 60 da s of the date of the statement and/or notice.

Credit/ Debit Card Services and Fee Schedule
Plan Tvpe New Existing Existing Merch. No. Discount Rate I/ A Per Item Per Auth 0 VISA Credit N/A N/ A 0 $
1 Merchant Initials: a°• f 1
Rev. 05/14— GP-APT- xW;
VISA Business Card N/ A N/A. 0 $_ $_
VISA Check 0 N/ A N/A 0 $_ $_
O MasterCard Credit 0 N/ A N/A 0 $_ $
MasterCard Business Card 0 N/ A N/ A
Debit MasterCard 0 N/ A N/ A 0 $_ $_
Discover Credit 0 $_ $
El Discover Business Card 0 $
Discover Check 0 0 0 $
PayPal Credit( card present)
Diners Club, UnionPay, JCB 0 0
Debit( other than Visa/ MC) 0 0 0 $0. 35
EBT 0
American Express
American Express Prepaid 0 0
Merchant FNS# Cash Benefits: YES NO Daily Discount: YES 0 NO Surcharges: (Non- Qualified surcharges are marked" NO" and are per-occurrence) 0 Tiered Pass-Through Plus
Rewards Pass- Through Plus
Mid-Qualified
Non-Qualified
A list of additional fees/rates can be found on pages 2 and 4 of this Card Services Agreement contract under the headings " Other Fees", " Association Fees and Assessments", and" Equipment Fees:

The foregoing discount rate, per item and authorization fees are based upon Merchant' s complying with all processing requirements as established by the applicable governing authority of the payment type which qualifies Merchant for the most favorable interchange rates available for such payment type.

Transactions that do not qualify for the most favorable interchange rates will be subject to non- qualifying surcharges up to 3. 00% in addition to the rate quoted. See the" Other Fees" section of this Card Services Agreement and Section 33 of the Card Services Terms and Conditions for more information regarding non- qualifying surcharges. Discount rates and other percentage fees are calculated by multiplying the rates or fees and the Merchant's applicable transaction volume. Per item and per authorization fees are calculated per transaction or authorization, as applicable. See Section 13 of the Card Services Terms and Conditions for information regarding the early termination fee. In addition to the per item fee, all Debit transactions include fees assessed by the applicable network organization.

Other Fees (Per occurrence fees marked with a")
Non- Refundable Application Fee* Virtual Site Survey Fee" $ Chargeback Fees" Other: X-CHARGE SUPPORT' Annual Membership Fee $ 15.00 Non-Sufficient Funds' Non-Global Check Authorization Fee' 7. 50 Retrieval Fee' Voice Authorization Fee' Touchtone Capture Set-up Fee' Help Desk Fee( monthly) $ Internet Access Fee( monthly) Wireless Activation Fee' EDC AVS Fee' Batch/ACH Fee'
Wireless Transaction Fee' 50.00 Annual Service Fee Q20 Data Monitoring Fee* Installation/Programming Fee' Minimum Monthly Debit $ Monthly Debit Card Membership Fee Reprogramming Fee' Voice AVS Fee* Wireless Services Fee( monthly) Monthly Regulatory Compliance Fee PCI ASSURE Quarterly $ Global Transport VT( Recurring Billing) Internet Per Item Fee' Fee Setup Fee*
Internet Setup Fee' PCI ASSURE Non- Global Transport VT( Recurring Billing) Annual Association Technology Fee Compliance Fee Monthly Fee Monthly Statement Fee( Paper combination/online) monthly) Global Transport VT( Recurring Billing) Global Access @dvantage Setup Fee' Minimum Monthly Transaction Fee' Global Access @dvantage Monthly Fee Discount Other:

Other: Training, On-Site' Other:

Association Fees and Assessments (Per occurrence fees marked with a')

0.8000% MasterCard Cross- Border Fee* 0. 0250 Visa AVS Only Fee'

1. 2000 MasterCard U. S. Acquirer Support Fee' 0. 0300 MC Account Status Inquiry Fee'

1. 2500% MasterCard Acquirer PGM Support Fee' 0.2170% MasterCard Assessments- Large Ticket"

0. 1840% Visa Assessments" 0. 1840% MasterCard Assessments'

0. 8000% Visa International Service Assessment-Purchase' 0. 055% MasterCard Misuse of Auth. System Fee'

0. 8000% Visa International Service Assessment Fee' 0. 0500% MasterCard Acceptance and Licensing Fee'

0. 8500% Visa International Acquiring Fee' 0. 0095 MasterCard CVC2 Transaction Fee'

0. 1750% Discover Assessments' 0. 8000% Cross- Border US Reg Acq Fee w/Cred'

0. 8000% Discover International Processing Fee' 1. 2000% Cross-Border US Reg Acq Fee*

0. 9500% Discover International Service Fee' 0. 2000% Visa Transaction Integrity Fee' 2000 Visa Misuse of Authorization System Fee' 0. 2000% Visa Zero Dollar Verification Fee'

0. 1500% Amex Network fee' 0. 3000% Amex Non-Swiped Transaction fee'

0. 4000% Amex Inbound fee* 0. 0000% Amex Access Fee*

0. 1000% PayPal Participation Fee* 0. 0250% PayPal Auth Participation fee'

0. 2000% Visa Acquirer Processing Fee- Credit* 0.2000% Visa Acquirer Processing Fee- Debit' taa;, v
4jp
Tyeofi
2 Merchant Initials
Rev. 05/14- GP-APT-WF
ersonal Guaranty
I/ We hereby irrevocably guarantee to Global Direct and Member, their successors and assigns, the full, prompt, and complete performance of Merchant and all of Merchant's obligations under the Card Services Agreement, including but not limited to all monetary obligations arising out of Merchant' s performance or non- performance under the Card Services Agreement, whether arising before or after termination of the Card Services Agreement. This guaranty shall not be discharged or otherwise affected by any waiver, indulgence, compromise, settlement, extension of credit, or variation of terms of the Card Services Agreement made by or agreed to by Global Direct, Member, and/or Merchant. Me hereby waive any notice of acceptance of this guaranty, notice of nonpayment or nonperformance of any provision of the Card Services Agreement by Merchant, and all other notices or demands regarding the Card Services Agreement. INJe agree to promptly provide to Global Direct and Member any information requested by any of them from time to time concerning my/our financial condition( s), business history, business relationships, and employment information. IMe agree that Global Direct and Global Direct( on behalf of Member) may order a consumer credit report on me, Merchant and each of Merchant' s officers, partners, and/or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating, renewal or extension of the services provided hereunder, or in conjunction with reviewing, taking collection action on, or other legitimate purposes associated with the Merchant account. Me have read, understand, and agree to be bound by the Card Services Terms 8 Conditions provided to Merchant and those terms and conditions contained in this Merchant Application.

Signature of Guarantor( please sign below) Name( printed):

X an individual
Signature of Guarantor( please sign below)
Name( printed):

X an individual
wner/Officer Information (Please complete for every person who ultimately owns or controls the operation or on whose behalf the transactions uthorized under this agreement will be conducted.)
Name: Title: Date of Birth( mm/dd/ yyyy): Social Security#: Home Phone#:

I I I I I I I I I I O -
Home Address: City: State: Zip Code: Years There: Own/ Rent? Former Address( if less than 1 year at current address): City: State: Zip Code: Years There: Own/ Rent? Name: Title: Date of Birth( mm/dd/ yyyy): Social Security#: Home Phone#:

I I I I I I I I I I O -
Home Address: City: State: Zip Code: Years There: Own/ Rent? Former Address( if less than 1 year at current address): City: State: Zip Code: Years There: Own/ Rent? Is any owner, officer, director, employee, or agent a current or former senior official in the executive, legislative, administrative, military, or judicial branch of any government( elected or not); a senior official of a major political party; an executive of a government-owned commercial enterprise; a family member of an of the fore• oin• officials; or a close • ersonal or • rofessional associate of an of the fore. oin. officials? 0 Yes 0 No If" es," ' lease attach details. ank Information (Attach Voided Check or Bank Letter)
Routing Number DDA/Checking Account# Deposit Discount Chargebacks Equipment Supplies Misc. Fees Bank 1 0 0 0 0 0 0
Bank 2 0 0 0 0 0 0
Bank 3 0 0 0 0 0 0
Bank 4 0 0 0 0 0
erchant Site Survey Report( To be Completed by Sales Representative) Merchant Location: Retail Location with Store Front 0 Office Building Residence 0 Other:

Surrounding Area: 0 Commercial Industrial 0 Residential Does the amount of inventory and merchandise on shelves and floor appear consistent with the type of business? 0 YES 0 NO If no, explain:

Does the Merchant use a Fulfillment House? 0 YES NO If yes, was the Fulfillment House inspected? 0 YES 0 NO The Merchant: 0 Owns 0 Leases the business premises
Further comments by Inspector( must complete):

I hereby verify that this application has been fully completed by merchant applicant and that I have physically inspected the business premises of the merchant at this address and the information stated above is true and correct to the best of my knowledge and belief.

Verified and inspected by( print name):

Representative Name: Representative Signature: X Date:

Sales Rep Name: Sales Rep Code: Sales Rep Phone Number: Sales Rep Email Address:

Amex annual volume<$ 1, 000,000 YES 0 NO Amex Acce stance 0 YES NO Amex Marketin. 0 YES NO merican Express ESA Program
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity, which agrees to be bound by the American Express® Card Acceptance Agreement(" Agreement"), and that all information provided herein is true, complete, and accurate. I authorize Global Direct and American Express Travel Related Services Company, Inc.(" American Express") and American Express' s agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct Global Direct and American Express and American Express' s agents and Affiliates to inform me directly, or inform the entity above, about the contents of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I also authorize American Express to use the reports on me from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the American Express Privacy Statement at ittp://www.americanexpress. com/privacy to learn more about how American Express protects your privacy and how American Express uses your nformation. I understand that I ma opt .! of marketing communications by visiting this website or contacting American Express at 1-( 800)- 528-5200. I ";:,; 41`;';' .,. understand that upon America. I re--1 approval of the application, the entity will be provided with the Agreement and materials welcoming it to Ameri i, K ro';„ j" Express' s Card acceptanc> rog•- LI Merchant' s Signatu ilf Name( prlpted\)): r Title:
al/
Date:
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3 1 Merchant Initials
Rev. 05/ 14— GP-APT-WF
ardware
Process Method: 0 EDC 0 Touchtone Paper Individual Pricing Combination Pricing Platform: 0 East 0 Central 0 Other Item Quantity Amount # Payments Amount # Payments Imprinter: Own 0 Purchase
Terminal
Purchase Price per Unit:$
Purchase Quantity- Standard:

Printer
Purchase Quantity- Handheld:

Total Regular Plates Needed:

Check Reader
Total Amex Plates Needed:

Total Plastic Cards Needed:

PIN Pad
Global to schedule download? 0 YES 0 NO
Global to train? 0 YES 0 NO
0 Own/ Reprogram 0 Purchase 0 Lease 0 Rental
Terminal Type: Special Instructions:

Pinpad Type:

Printer Type:

Check Reader:

Terminal Application/ PC Software Type:

Number of TIDs: Product:

Term type: Third Party Settlement:
0 Terminal 0 Host
Global PC Software: 0 Own 0 Purchase
If purchase, price:$ of payments:

Equipment Fees (Per occurrence fees marked with a')
Datawire 240/4 MicroNode' Pay Flow: One Time Setup Fee
Datawire 960 AS MicroNode' Annual Postage and Service Fee( annual fixed fee) Datawire Dial Back- up Fee( monthly) Scan Batch Header Fee' Datawire Setup Fee* 3- Delta Systems: Setup Fee'
Datawire Network Access Module( NAM)' TNS SSL'
Datawire VXN* Touchtone Capture AVS Fee'
Global Internet Gateway* Touchtone Capture Fee'
Go Software: Setup Fee' VPN Hardware Router Fee*
Monthly Membership Fee( monthly fixed fee) Global Transport Client Setup' PC Pay Additional MID License* Global Transport Client Per Transaction Fee PC Pay Add' I User License/Add! MID License* Global Transport Client Per Transaction Fee w/AVS PC Pay Annual Support Fee( annual fixed fee) Global Trans. VT w/Sig. Cap. Setup Fee' PC Pay Single Merchant/Single User License' Global Trans. VT w/Sig. Capture Monthly Fee PC Pay Upgrade from PCCharge' Global Trans. VT w/Sig. Capture Per Transaction Fee PC Pay Upgrade to Current Version* Global Transport Virtual Terminal Monthly Access Fee PC Pay Upgrade to Unlimited User License' Global Transport Virtual Term. Setup Fee* CDMA Monthly Wireless Service Fee Global Transport Virtual Terminal Per Transaction Fee CDMA One-Time Activation Fee Global Transport VT Per Transaction Fee With AVS VPN Hardware Router Fee' VPN Monthly Fee
Pay Flow Link: One Time Setup Fee VPN Per Transaction Fee Pay Flow: Recurring Billing Monthly Fee VPN Setup Fee'
Pay Flow: Recurring Billing Svc Setup Fee* VPN Software Fee' j,-
FPiM;;;;c
tc'S9:
4 Merchant Initials
Rev. 05/ 14— GP-APT-WF
Cardholder Data Storage Compliance & Service Provider
PCI DSS and card association rules prohibit storage of track data under any circumstances. If you or your POS system pass, transmit, store or receive full cardholder data, then the POS software must be PA DSS( Payment Application Data Security Standard) compliant or you( merchant) must validate PCI DSS compliance. If you use a payment gateway, they must be PCI DSS compliant.

1. Have you ever experienced an Account Data Compromise" ADC"? Yes 0 No If yes, provide date of compromise:
a) Have you validated PCI DSS( Payment Card Industry Data Security Standard) compliance in the past 12 months? Yes No If yes, go to 1( b); If no, go to# 2
b) Date of compliance, Report on Compliance" ROC" or Self Assessment Questionnaire" SAQ"? c) What is the name of your Qualified Security Assessor" OSA" or Self Assessment Questionnaire ( circle one" SAQ") A, B, C, or D d) Date of last scan Approved Scanning Vendor's name:

2. As required under the Payment Card Industry Data Security Standard( PCI DSS), Merchant declares and confirms the following:
a) Merchant is in compliance with all PCI DSS requirements. Yes 0 No b) Merchant's point of sale software, systems or applications, do not store sensitive authentication data or any evidence of magnetic stripe data, or PIN data after transaction authorization is completed. Yes 0 No c) Merchant will maintain full PCI DSS compliance at all times and will notify Global Payments when it changes its point of sale software, system or Application. Yes No

3. Are you using a" dial- up" terminal," TTC" Touch Tone Capture, or virtual terminal or software from Global Payments? 0 Yes No

4. Do your transactions process through any other Service Provider( Le. web hosting companies, gateways, corporate office)? 0 Yes No If you answered no to question 4, please initial below and you are done. If you answered yes, then please continue.

5. What Primary Service Provider/Software Developer did you purchase your point of sale" POS" application from( Le. software, gateway)? a) What is the name of the Service Provider/Software Developer's software application? Software Version#? b) Do your transactions process through any other Service Provider( i. e. web hosting companies, gateways, corporate office)? Yes No c) If yes, name the other Service Provider If no, however, merchant is electronic commerce, please provide name of ISP( web host):

6. Do you or your Service Provider(s) receive, pass, transmit or store the Full Cardholder Number" FCN", electronically? Yes 0 No a) If yes, where is card data stored? 0 Merchant's location only Merchant's Headquarters/Corp office only Primary Service Provider Both Merchant& Service Provider(s) Other Service Provider 0 All Apply Acceptance of Merchant Application and Terms & Conditions/ Merchant Authorization Your Card Services Agreement is between Global Payments Direct, Inc.(" Global Direct"), the Merchant named above, and the Member named below Member"). Member is a member of Visa, USA, Inc.(" Visa") and MasterCard International, Inc.(" MasterCard"); Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirer for Discover Financial Services, LLC.(" Discover") and a registered Program Participant of American Express Travel Related Services Company, Inc.(" American Express").

A copy of the Card Services Terms and Conditions, revision number 05/ 14- GP-APT-WF has been provided to you. Please sign below to signify that you have received a copy of the Card Services Terms& Conditions and that you agree to all terms and conditions contained therein. If this Merchant Application is accepted for card services, Merchant agrees to comply with the Merchant Application and the Card Services Terms& Conditions as may be modified or amended in the future. If you disagree with any Card Services Terms& Conditions, do not accept service.

IF MERCHANT SUBMITS A TRANSACTION TO GLOBAL DIRECT HEREUNDER, MERCHANT WILL BE DEEMED TO HAVE ACCEPTED THE CARD SERVICES TERMS& CONDITIONS.

By your signature below on behalf of Merchant, you certify that all information provided in this Merchant Application is true and accurate and you authorize Global Direct, and Global Direct on Member's behalf, to initiate debit entries to Merchant's checking account(s) in accordance with the Card Services Terms and Conditions. In addition by your signature below on behalf of Merchant you authorize Global Direct and/or Accelerated Payment Technologies, Inc. to order a consumer credit report on you, Merchant and each of Merchant' s officers, partners, and/or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating, renewal or extension of the services provided hereunder, or in conjunction with reviewing, taking collet ion . eon on, or other legitimate purposes associated with the Merchant account.

Merchant's Signatu • / Name( priD.ntdd): Title: Date:
x Ve Pcspe__t r (ayeY
Merchant' s ! nal e: t
Name( printed): 6 Title: Date:

X
Signing for Global Pa ' nts Direct, Inc.: Name( printed): Title: Date:

X
Signing for Membe Name( printed): Name of Member( printed): Date:

X Wells Faroe Bank
APP: VE vs TO FOR /•

2. CITY A ORNEY
ATTEST:

ELEANOR MANZANO, CLERK
5 Merchant Initials
Rev. 05/ 14— GP-APT-WF
globalpayments

CARD SERVICES TERMS& CONDITIONS
I. GENERAL.

F he" Card Services Agreement" consists of these Card Services Terms& Conditions and the Merchant Application and is made by and among Merchant( or" you"), Global Payments Direct, Inc. (" Global Direct"), and Member( as defined below). The provisions in the Card Services Agreement are applicable to Merchant if Merchant has signed the appropriate space in the Acceptance of Terms& Conditions/Merchant Authorization section of the Merchant Application.' the member bank identified in the Merchant Application(" Member") is a member of Visa USA, Inc.(" Visa") and MasterCard International, Inc.(" MasterCard"). Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard, a registered Program Participant of American Express Travel Related Services Company, Inc.(" American Express"), and a registered acquirer for Discover Financial Services LLC(" Discover"). Any references to the Debit Sponsor shall refer to the debit sponsor identified below.

Merchant and Global Direct agree that the rights and obligations contained in these Card Services Terms and Conditions do not apply to the Member with respect to American Express, Discover and PayPal transactions and Switched Transactions( as defined below). To the extent Merchant accepts Discover cards, the provisions in this Agreement with respect to Discover apply if Merchant does not have a separate agreement with Discover. In such rase, Merchant will also be enabled to accept JCB, China Union Pay. Diner' s Club and, for card present transactions, PayPal cards under the Discover network and such transactions will be processed at the same fee rate as Merchant' s Discover transactions are processed. To the extent Merchant accepts Discover cards and has a separate agreement with Discover, Discover and PayPal card transactions shall be processed as Switched Transactions( as defined below). To the extent Merchant accepts American Express cards, the provisions in this Agreement with respect to American Express apply ifMerchant does not have a separate agreement with American Express.

Under the terms of the Card Services Agreement, Merchant will be furnished with the services and products described herein and in the Merchant Application and selected by Merchant therein( collectively and individually, as applicable, the" Services"). During the term of the Card Services Agreement, Global Direct will be the sole and exclusive provider of all card Services to Merchant. Any Merchant accepted by Global Direct for card processing services agrees to be bound by the Card Services Agreement, including the terms of the Merchant Application and these Card Services Terms& Conditions as may be modified or amended in the future. A MERCHANT'S SUBMISSION OF A TRANSACTION TO GLOBAL DIRECT SHALL BE DEEMED TO SIGNIFY MERCHANT' S ACCEPTANCE OF THE CARD SERVICES AGREEMENT, INCLUDING THE TERMS AND CONDITIONS HEREIN.

Except as expressly stated in the first three paragraphs ofSection 13, all terms and conditions of this Card Services Agreement shall survive termination to the extent necessary to protect Global Direct and Member' s rights herein.

2. SERVICE DESCRIPTIONS.

Credit Card Processing Services: Global Direct' s credit card processing services consist of authorization and electronic draft capture of credit card transactions; outclearing of such transactions to the appropriate card associations and/or issuers( e. g., Visa, MasterCard, American Express, Diners, Discover); settlement; dispute resolution with cardholders' banks; and transaction- related reporting, statements and products. From time to time under this Card Services Agreement, upon Merchant' s request, Global Direct may facilitate the transmission of certain payment card transactions(" Switched Transactions") to the respective card issuers, including but not limited to Diners Club® and various fleet, private label and commercial cards. Switched Transactions require Global Direct' s prior written approval and are subject to applicable pricing; Global Direct does not purchase the indebtedness associated with Switched Transactions.

EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer(" EBT") networks for the processing of cash payments or credits to or for the benefit of benefit recipients(" Recipients"), Global Direct will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services(" FNS") food stamp benefits(" FS Benefits") and/ or government delivered cash assistance benefits(" Cash Benefits," with FS Benefits," Benefits") to Recipients through the use ofa stateissued card(" EBT Card").

Provisions regarding debit card services are set forth in Section 27 below.

With respect to Visa and MasterCard products, Merchant may elect to accept credit cards or debit/ prepaid cards or both. Merchant shall so elect on the Merchant Application being completed contemporaneously herewith. Merchant agrees to pay and Merchant' s account( s) will be charged pursuant to Section 5 of this Card Services Agreement for any additional fees incurred as a result of Merchant' s subsequent acceptance of transactions with any Visa or MasterCard product that it has elected not to accept.

3. PROCEDURES.

Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Merchant hereunder to charge purchases or leases of' goods and services and the debt resulting therefrom shall be purchased hereunder, provided that the transaction complies with the terms of this Card Services Agreement.

All indebtedness submitted by Merchant for purchase will be evidenced by an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise out ofa transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is incorporated into and made part of this Card Services Agreement, and to be bound by the operating regulations, requirements, and rules of Visa, MasterCard. American Express, Discover, PayPal and any other card association or network organization covered by this Card Services Agreement, as any ofthe above referenced documents may be modified and amended from time to time. Merchant acknowledges that the Card Acceptance Guide is located on Global Direct' s website at www.globalpaymentsinc. com. Without limiting the generality of the foregoing, Merchant agrees to comply with and be bound by, and to cause any third party who provides Merchant with services related to payment processing or facilitates Merchant' s ability to accept credit and debit cards and who is not a party to this Card Services Agreement to comply with and be bound by, the rules and regulations of Visa, MasterCard, American Express, Discover, PayPal and any other card association or network organization related to cardholder and transaction information security, including without limitation, all rules and regulations imposed by the Payment Card Industry( PCI) Security Standards Council( including without limitation the PCI Data Security Standard), Visa' s Cardholder Information Security Program, MasterCard' s Site Data Protection Program, and Payment Application Best Practices. Merchant also agrees to cooperate at its sole expense with any request for an audit or investigation by Global Direct, Member, a card association or network organization in connection with cardholder and transaction information security. Without limiting the generality of the foregoing, Merchant agrees that it will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processing a transaction with that cardholder or attempting to re- present a chargeback with respect to such transaction. Merchant will indemnity and hold Global Direct and Member harmless from any tines and penalties issued by Visa, MasterCard, American Express, Discover, PayPal or any card association or network organization and any other fees and costs arising out of or relating to the processing of transactions by Global Direct and Member at Merchant' s location( s) and will reimburse Global Direct for any losses incurred by Global Direct with respect to any such fines, penalties, fees and costs.

Without limiting the generality of any other provision of this Card Services Agreement, Merchant also agrees that it will comply with all applicable laws, rules and regulations related to both( a) the truncation or masking of cardholder numbers and expiration dates on transaction receipts from transactions processed at Merchant' s location( s), including without limitation the Fair and Accurate Credit Transactions Act and applicable state laws(" Truncation Laws") and( b) the collection of personal information from a cardholder in connection with a card transaction, including all applicable state laws(" Laws on Collection of Personal Information"). As between Merchant, on the one hand, and Global Direct and Member, on the other hand. Merchant shall be solely responsible for complying with all Truncation Laws and Laws on Collection of Personal Information and will indemnify and hold Global Direct and Member harmless from any claim, loss or damage resulting from a violation of Truncation Laws or Laws on Collection of Personal Information as a result oftransactions processed at Merchant' s location( s).

Global Direct may. from time to time, issue written directions( via mail or Internet) regarding procedures to follow and forms to use to carry out this Card Services g,aor:.,v.r
s r, r
Rev. 05/ 14- GP-APT-WF
way-
Agreement. These directions and the terms ofthe forms are binding as soon as they are issued and shall form part of these Card Services Terms& Conditions. Such operating regulations and rules may be reviewed upon appointment at Global Direct' s designated premises and Merchant acknowledges that it has had the opportunity to request a review and/or review such operating regulations and rules in connection with its execution of this Card Services Agreement.

4. MARKETING.

Merchant shall adequately display the card issuer service marks and promotional materials supplied by Global Direct. Merchant' shall cease to use or display such service marks immediately upon notice from Global Direct or upon termination of this Card Services Agreement.

5. PAYMENT, CHARGES AND FEES.

Fees and charges payable by Merchant shall be as set forth in the Merchant Application. Merchant will be paid for indebtedness purchased under this Card Services Agreement by credit to Merchant' s account( s). Merchant' s account( s) will be credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers deposited. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in accordance with the terms of this Card Services Agreement or the rules and regulations of a card association or network organization. Availability of any such funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant' s account( s) on a daily basis. Merchant agrees to pay and Merchant' s account( s) will be charged for the discount, fees, chargebacks, and other fees and charges described in this Card Services Agreement. Merchant also agrees to pay and Merchant' s account( s) will be debited for all tees, arbitration fees, fines, penalties, etc. charged or assessed by the card associations or network organizations on account of or related to Merchant' s processing hereunder, including without limitation with regards to any third party who provides Merchant with services related to payment processing or facilitates Merchant' s ability to accept credit and debit cards and who is not a party to this Card Services Agreement. If any type of overpayment to Merchant or other error occurs, Merchant' s account( s) may be debited or credited, without notice, and if Merchant' s account(s) do not contain sufficient funds. Merchant agrees to remit the amount owed directly to Global Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by Global Direct or Member to Merchant' s account which is permitted hereunder. Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness except as authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder, and further agrees that Merchant shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account( as defined below).

6. EQUIPMENT AND SUPPLIES/TIIIRD PARTY SERVICES.

Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any advertising material; leased equipment including imprinters, authorization terminals, or printers: software; credit card authenticators: unused forms: and Merchant deposit plastic cards provided by Global Direct in connection with this Card Services Agreement. Merchant will protect all such items from loss, theft, damage or any legal encumbrance and will allow Global Direct and its designated representatives reasonable access to Merchant' s premises for their repair, removal, modification, installation and relocation. Merchant acknowledges that any equipment or software provided under this Card Services Agreement is embedded with proprietary technology(" Software"). Merchant shall not obtain title, copyrights or any other proprietary right to any Software. At all time, Global Direct or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software. Merchant' s use of such Software shall be limited to that expressly authorized by Global Direct. Global Direct' s suppliers are intended third party beneficiaries of this Card Services Agreement to the extent of any terms herein pertaining to such suppliers' ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant.

The operating instructions will instruct Merchant in the proper use ofthe terminals, and Merchant shall use and operate the terminals only in such manner. If Merchant has purchased the maintenance/ help desk service hereunder for its terminals, Merchant will promptly notify Global Direct of any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or need for repair or maintenance, whereupon Global Direct will make the necessary arrangements to obtain required maintenance. Merchant is responsible for shipping costs. Merchant shall cooperate with Global Direct in its attempt to diagnose any problem with the terminal. In the event the Merchant' s terminal requires additional Software, Merchant is obligated to cooperate and participate in a dial in down line load procedure.

With respect to any item of equipment leased to Merchant by Global Direct, Merchant will not be liable for normal wear and tear, provided, however, that Merchant will be liable to Global Direct in the event that any leased item ofequipment is lost, destroyed, stolen or rendered inoperative. Merchant will indemnify Global Direct against any loss arising out ofdamage to or destruction ofany item ofequipment provided hereunder for any cause whatsoever. Merchant also agrees to hold harmless and indemnify Global Direct for any costs, expenses, and judgments Global Direct may sutler, including reasonable attorney' s fees, as a result of Merchant' s use of the equipment provided hereunder. Any unused equipment in its original packaging purchased from Global Direct hereunder may be returned to Global Direct at Merchant' s expense within sixty( 60) days ofreceipt. Merchant shall receive a refund of any money paid in connection therewith subject to a re- stocking fee of an amount equal to 20 percent ofthe total purchase price for the returned equipment. No refunds shall be issued for any equipment returned after sixty( 60) days.

Merchant acknowledges that some of the services to be provided by Global Direct and Member hereunder may be provided by third parties. Merchant agrees that except for its right to utilize such services in connection with this Card Services Agreement, it acquires no right, title or interest in any such services. Merchant further agrees that it has no contractual relationship with any third party providing services under this Card Services Agreement and that Merchant is not a third party beneficiary of any agreement between Global Direct or Member, as applicable, and such third party. Merchant may not resell the services ofany third party providing services under this Card Services Agreement to any other party.

7. FINANCIAL INFORMATION.

Merchant agrees to fumish Global Direct and Member such financial statements and information conceming Merchant or its affiliates as Global Direct may from time to time request. Global Direct, or its duly authorized representatives, may examine the books and records of Merchant, including records of all indebtedness previously purchased or presented for purchase. Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global Direct for a period of two years from submission, or such longer period of time as may he required by the operating rules or regulations of the card associations or network organizations, by law, or by Global Direct as specifically requested in writing in individual cases.

8. CHANGE IN BUSINESS.

Merchant agrees to provide Global Direct and Member sixty( 60) days prior written notice of its( a) Intentionally Reserved or( h) change to the basic nature of its business, or( c) provided that Merchant has not indicated on the Merchant Application that it accepts mail order. telephone order, or intemet- based transactions, conversion of all or part of the business to mail order sales, telephone order sales, Internet- based sales or to other sales where the card is not present and swiped through Merchant' s terminal. Upon the occurrence ofany such event, the terms ofthis Card Services Agreement may be modified to address issues arising therefrom, including but not limited to requirements of applicable card associations or network organizations.

9. TRANSFERABILITY.

This Card Services Agreement is not transferable by Merchant without the written consent of Global Direct and Member. Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant agrees that the rights and obligations of Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant agrees that the rights and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant acknowledges that the transferable rights of Global Direct and Member hereunder shall include, but shall not be limited to, the authority and right to debit the Merchant' s account( s) as described herein.

10. WARRANTIES AND REPRESENTATIONS.

Merchant warrants and represents to Global Direct and Member:( a) that each sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the cardholder, free from any claim, demand, defense, setoff or other adverse claim whatsoever;( b) that each sales slip or other evidence ofindebtedness will accurately describe the goods and services which have been 7 Rev. 05/ 14- GP-APT-WF lh
Y,
sold and delivered to the cardholder or in accordance with his instructions;( c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business;( d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder;( e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized;( f) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions ofthe Card Acceptance Guide and the operating regulations and rules of the applicable card association or network organization. as amended from time to time;( g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant' s location and swiped through Merchant' s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase,( h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or intemet- based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/ or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations,( i) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant,( j) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, American Express- Discover, PayPal and any other card association or network organization related to cardholder and transaction information security, including without limitation Payment Card Industry( PCI) Data Security Standards, Visa' s Cardholder Information Security Program and MasterCard' s Site Data Protection Program, and( k) that all ofthe information contained in this Card Services Agreement( including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached. the affected sales slips or other indebtedness may be refused. or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant' s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back.

Merchant must notify Global Direct if Merchant elects to use the terminal service of' American Express- Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant' s agent for the delivery of card transactions to Global Direct via the applicable card- processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules ofthe applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions( less applicable fees) received by the card- processing network from the agent.

NEITHER MEMBER- NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILI' I- Y OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

II. INDEMNITY.

Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale, regardless of whether such claim or complaint is brought by the cardholder, Global, or another party. Merchant agrees to indemnify and hold Global Direct and Member harmless from and against any and all liabilities, losses, claims, damages, disputes, offsets, claims or counterclaims arising out of or relating to the card sale, including without limitation claims and complaints made by a cardholder or any other person or entity with regard to indebtedness sold by Merchant hereunder or any other Service provided hereunder.

12. LIMITATION OF LIABILITY.

Neither Member nor Global Direct shall be liable for failure to provide the Services if such failure is due to any cause or condition beyond such party' s reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods- epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, communication failures. unavoidable delays. the errors or failures of third party systems, or other similar causes beyond such party' s control.

The liability of Global Direct and Member for any loss arising out of or relating in any way to this Card Services Agreement, including but not limited to damages arising out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the Services, personal injury. or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one( I) month' s average charge paid by Merchant hereunder( exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in connection with Merchant' s payment processing) for Services during the previous twelve( 12) months or such lesser number of months as shall have elapsed subsequent to the effective date of this Card Services Agreement. This shall be the extent ofGlobal Direct' s and Member' s liability arising out of or relating in any way to this Card Services Agreement, including alleged acts of negligence. breach of contract. or otherwise and regardless of the form in which any legal or equitable action may be brought against Global Direct or Member, whether contract, tort, or otherwise, and the foregoing shall constitute Merchant' s exclusive remedy. Under no circumstances shall Global Director Member be liable for any lost profits. lost interest, or for special, consequential, punitive or exemplary damages arising out of or relating in any way to this Card Services Agreement, including but not limited to, damages arising out of placement of a Merchant' s name on any terminated merchant list for any reason, even if Global Director Member has been advised ofthe possibility of such damages. Under no circumstances shall Global Direct or Member be liable for any settlement amounts pertaining to Switched Transactions: Merchant' s recourse therefore shall be to the applicable card issuer.

It is agreed that in no event will Global Direct or Member be liable for any claim, loss, billing error, damage, or expense arising out of or relating in any way to this Card Services Agreement Witch is not reported in writing to Global Direct by Merchant within 60 days of such failure to perform or, in the event of a billing error, within 90 days of the date of the invoice or applicable statement. Merchant expressly waives any such claim that is not brought within the time periods stated herein.

13. TERM AND TERMINATION.

This Card Services Agreement shall remain in full force and effect for an initial term ofthree( 3) years. This Card Services Agreement shall be automatically extended for successive one( I) year periods on the same terms and conditions expressed herein, or as may be amended, unless Merchant gives written notice oftermination as to the entire Card Services Agreement or a portion thereof at least 60 days prior notice to terminate, in which case this Card Services Agreement will terminate at the end ofthe month.

Notwithstanding the foregoing, Global Direct may terminate this Card Services Agreement or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant' s default in performing under any provision of this Card Services Agreement. upon an unauthorized conversion of all or any part of Merchant' s activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and swiped through the Merchant' s terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or network organization, upon any misrepresentation by Merchant, upon commencement of bankruptcy or insolvency proceedings by or against the Merchant, upon a material change in the Merchant' s average ticket or volume as stated in the Merchant Application, or in the event Global Direct reasonably deems itself insecure in continuing this Card Services Agreement.

In the event that Global Direct and Member breach the terms and conditions hereof the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within thirty( 30) days ofsuch notice. Failure to remedy such a breach shall make this Card Services Agreement terminable, at the option of the Merchant, at the end of such thirty( 30) day period unless notification is withdrawn.

Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date oftermination will be returned to Merchant and will not be credited( or debited) to merchant' s account( s). If the deposit has already been posted to Merchant' s account( s). said posting will be reversed and the deposit returned to Merchant. Termination of this Card Services Agreement shall not affect Merchant' s obligations which have accrued prior to termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks even if such chargebacks come in after termination. In the event oftermination. all equipment leased from Global Direct( but not from any other leasing agent), including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Global Direct at Merchant' s expense. 8 Rev. 05/ 14—GP-APT-WF

14. RETURNED ITEMS/CHARCERACKS.

If a cardholder disputes any transaction, if a transaction is charged back for any reason by the card issuing institution, or if Global Direct or Member has any reason to believe an indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any payment due to Merchant or may be charged against any of Merchant' s accounts or the Reserve Account( as defined below). Merchant acknowledges and agrees that it is bound by the rules of the card associations and network organizations with respect to any chargeback. Merchant further acknowledges that it is solely responsible for providing Global Direct and Member with any available information to re- present a chargeback and that, regardless of any information it provides or does not provide Global Direct and Member in connection with a chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such chargeback. A list ofsome common reasons for chargebacks is contained in the Card Acceptance Guide provided, however, that such list is not exclusive and does not limit the generality of the foregoing. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Merchant' s accounts or the Reserve Account, Merchant shall, upon demand by Global Direct, pay Global Direct the full amount of the chargeback.

Merchant understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales slips can he retumed or charged back to Merchant like any other item hereunder.

15. RESERVE ACCOUNT.

At any time, Global Direct and Member may. at their option, establish a reserve account to secure the performance of Merchant' s obligations under this Card Services Agreement to such party(" Reserve Account"). The Reserve Account may be funded, at Global Direct' s sole discretion, through any or all of the following:( a) Direct payment by Merchant-- At the request of Global Direct or Member, Merchant will deposit funds in the Reserve Account( b) The proceeds of indebtedness presented for purchase; or( c) The transfer by Global Direct and Member into the Reserve Account of funds withdrawn from any ofthe accounts referred to in Section 5 or any other accounts, including certificates ofdeposit, maintained by Merchant or Merchant' s guarantor, ifany, with any designated depositary or other financial institution.

Merchant and Merchant' s guarantor hereby grants Member a security interest in all accounts referenced in Section 5 or any other accounts, including certificates of deposits, maintained by Merchant or Merchant' s guarantor, ifany, with any designated depository or other financial institution and authorizes Global Direct( to the extent authorized by Member) or Member to make such withdrawals at such times and in such amounts as it may deem necessary hereunder. Merchant and Merchant' s guarantor hereby instruct said financial institutions to honor any requests made by Global Direct and Member under the terms of this provision. Merchant and Merchant' s guarantor will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer as a result of honoring withdrawal requests from Global Direct and Member.

Merchant hereby agrees that Global Direct and Member may deduct from this Reserve Account any amount owed to such party in accordance with this Card Services Agreement. Any funds in the Reserve Account may be held until the later of(a) the expiration ofany potentially applicable chargeback rights in respect of purchased indebtedness under the rules and regulations of the card associations or network organizations and( b) the period necessary to secure the performance of Merchant' s obligations under this Card Services Agreement, which holding period may extend beyond termination of this Card Services Agreement. Merchant will not receive any interest on funds being held in a Reserve Account and Merchant has no right to access the funds being held in the Reserve Account or otherwise transfer, pledge or use these funds for its own purposes. Without limiting the generality of the foregoing, Merchant shall, upon termination ofthis Card Services Agreement, maintain the sum of at least five percent( 5%) of gross sales for the 90 day period prior to termination to be held in a Reserve Account in accordance with the terms of this Card Services Agreement. Global may, at its discretion upon termination ofthis Card Services Agreement, require that the Merchant maintain more than five percent 5%) of gross sales for the 90 day period prior to termination in a Reserve Account.

16. DEFAULT/SECURITY INTEREST.

Upon failure by Merchant to meet any of its obligations under this Card Services Agreement( including funding the Reserve Account), any of the accounts referred to in Section 5 or any other accounts belonging to Merchant, Merchant' s affiliated entities, or Merchant' s guarantor held by any designated depository( or by any other financial institution) may be debited without notice to Merchant, and Merchant( on behalf of itself and its affiliated entities) and Merchant' s guarantor gives Member and Global Direct a security interest in all such accounts for these purposes. The scope ofthe security interest, and Merchant' s( on behalf of itself and its affiliated entities) and Merchant' s guarantor' s instructions to its financial institutions to accept withdrawal requests from Global Direct and Member, and Merchant' s agreement to hold such institutions harmless and to indemnify them are described above in Section IS.

Merchant also agrees that, in the event of a default by Merchant, Member has a right of setoff and may apply any of Merchant' s balances or any other monies due Merchant from Member towards the payment ofamounts due from Merchant under the terms of this Card Services Agreement. The rights stated herein are in addition to any other rights Global Direct and Member may have under applicable law.

17. CHOICE OF LAW/ATTORNEY' S FEES/ VENUE/JURY TRIAL WAIVER, Without limiting the generality of the foregoing, Merchant agrees to reimburse Global and/or Member, as applicable, for all costs and expenses, including reasonable attorney' s fees, incurred by Global and/or Member in enforcing or defending its rights under this Section 17, without regard to whether there has been an adjudication on the merits in any such action. Merchant waives trial by jury with respect to any litigation arising out of or relating to this Card Services Agreement. Global, Member, and Merchant agree that any and all disputes or controversies ofany nature whatsoever( whether in contract, tort or otherwise) arising out, relating to, or in connection with( a) this Card Services Agreement,( b) the relationships which result from this Card Services Agreement, or( c) the validity, scope, interpretation or enforceability ofthe choice oflaw and venue provisions of this Card Services Agreement, shall be governed by the laws of the State ofGeorgia, notwithstanding any conflicts of laws rules, and shall be resolved, on an individual basis without resort to any form of class action and not consolidated with the claims of any other parties. Global, Member, and Merchant agree that all actions arising out, relating to, or in connection with( a) this Card Services Agreement,( b) the relationships which result from this Card Services Agreement, or( c) the validity, scope, interpretation or enforceability of the choice of law and venue provision of this Card Services Agreement shall be brought in either the courts of the State of Georgia sitting in Fulton County or the United States District Court for the Northem District of Georgia, and expressly agree to the exclusive jurisdiction of such courts. Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide( the" American Express Guide") attached as an appendix to the Card Acceptance Guide.

18. AMENDMENT' S.

This Card Services Agreement may be amended only in writing signed by Global Direct, Member, and Merchant, except that( a) the Card Acceptance Guide and any and all fees, charges, and/ or discounts( including without limitation non- qualified surcharge rates) may be changed immediately, or( b) Global Direct may mail Merchant either( i) a notice describing amendments to this Card Services Agreement or new services to be provided or fees to be charged to Merchant or( ii) an entirely new agreement, which notice, amendments or new agreement will be binding upon Merchant if it deposits sales or credit slips after the effective date of such amendment or new agreement set forth in Global Direct' s notice.

19. WAIVER.

No provision ofthis Card Services Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought. No failure to exercise, and no delay in exercising on the part of any party hereto, any right, power or privilege under this Card Services Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege under this Card Services Agreement preclude any other or further exercise thereof or the exercise ofany other right, power, or privilege.

20. EXCHANGE OF INFORMATION.

Merchant authorizes Global Direct to order a credit report on Merchant. Merchant hereby authorizes Member or any depository institution to release any financial information concerning Merchant or its accounts to Global Direct. Subsequent credit reports may be ordered in connection with updating, renewing or continuing this Card Services Agreement. Upon the written request of any individual who is the subject of a consumer credit report, Global Direct will provide the name and address ofthe consumer credit reporting agency fumishing such report, ifany. Global Direct may exchange information about Merchant with Member, other financial institutions and credit card associations, network organizations and any other party. Merchant hereby authorizes Global Direct to disclose information concerning 9 Rev. 05/ 10- GP-APT-VVF "' r qr
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Merchant' s activity to any card association, network organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant.

21. GENERAL.

If any provision of this Card Services Agreement or portion thereof is held to be unenforceable, such a determination will not affect the remainder of this Card Services Agreement. Paragraph headings are included for convenience only and are not to be used in interpreting this Card Services Agreement.

22. NOTICES.

All notices required by this Card Services Agreement shall be in writing and shall be sent by facsimile, by overnight carrier, or by regular or certified mail. All notices sent to Global Direct or Member shall be effective upon actual receipt by the Corporate Secretary of Global Payments Direct, Inc., 10 Glenlake Parkway North Tower, Atlanta, Georgia 30328. Any notices sent to Merchant shall be effective upon the earlier of actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application or to any other e- mail or physical address to which notices, statements and/ or other communications are sent to the Merchant hereunder. The parties hereto may change the name and address of the person to whom notices or other documents required under this Card Services Agreement must be sent at any time by giving written notice to the other party.

23. MERGER.

This Card Services Agreement, including these Card Services Terms& Conditions and the Merchant Application, constitutes the entire agreement between Merchant, Global Direct, and Member and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing.

24. EFFECTIVE DATE.

This Card Services Agreement shall become effective only upon acceptance by Global Direct and Member, or upon delivery of indebtedness at such locations as designated by Global Direct for purchase, whichever event shall first occur.

25. DESIGNATION OF DEPOSITORY.

The financial institution set forth in the Merchant Application is designated by Merchant as a depository institution(" Depository") for its credit card indebtedness.

Such financial institution must be a member of an Automated Clearing House Association. Merchant authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit Merchant' s accounts. Depository. Member, and/ or Global Direct may charge any of Merchant' s accounts at Depository for any amount due under this Card Services Agreement. Global Direct must approve in writing any proposed changes to the account numbers or to the Depository. Merchant hereby authorizes Depository to release any and all account information to Global Direct as Global Direct may request without any further authorization, approval or notice from or to Merchant.

26. FINANCIAL ACCOMMODATION.

The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in the event Merchant becomes a debtor in bankruptcy, this Card Services Agreement cannot be assumed or enforced, and Global Direct and Member shall be excused from performance hereunder.

27. DEBIT/ ATM PROCESSING SERVICES: ADDITIONAL TERMS AND CONDITIONS.

Debit Sponsor shall act as Merchant' s sponsor with respect to the participation of point-of- sale terminals owned, controlled, and/or operated by Merchant( the Covered Terminals") in each ofthe following debit card networks(" Networks"): Accel, AFFN, Alaska Option, CU24, Interlink, Maestro, NYCE, Pulse, Shazam, Star, and Tyme, which Networks may be changed from time-to- time by Debit Sponsor or Global Direct without notice. Merchant may also have access to other debit networks that do not require a sponsor. Global Direct will provide Merchant with the ability to access the Networks at the Covered Terminals for the purpose of authorizing debit card transactions from cards issued by the members of the respective Networks. Global Direct will provide connection to such Networks, terminal applications, settlement, and reporting activities.

Merchant will comply with all federal, state, and local laws, rules, regulations, and ordinances(" Applicable laws") and with all by-laws, regulations. rules, and operating guidelines of the Networks(" Network Rules"). Merchant will execute and deliver any application, participation, or membership agreement or other document necessary to enable Debit Sponsor to act as sponsor for Merchant in each Network. Merchant agrees to utilize the debit card Services in accordance with the Card Services Agreement, its exhibits or attachments, and Global Direct' s instructions and specifications( including but not limited to the Card Acceptance Guide which is incorporated into and made a pan of this Card Services Agreement), and to provide Global Direct with the necessary data in the proper format to enable Global Direct to properly fumish the Services. Copies of the relevant agreements or operating regulations shall be made available to Merchant upon request.

Merchant shall not in any way indicate that Debit Sponsor endorses Merchant' s activities, products, or services. Debit Sponsor and Merchant are and shall remain independent contractors of one another, and neither they, nor their respective individual employees, shall have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this Section shall be construed to create or constitute a partnership, joint venture, employer- employee, or agency relationship between Debit Sponsor and Merchant.

In the event that Debit Sponsor' s sponsorship of Merchant in any Network is terminated prior to the termination of the Card Services Agreement. Global Direct may assign Debit Sponsor' s rights and obligations hereunder to a third party. All provisions in this Section necessary to enforce the rights and obligations ofthe parties contained in this Section shall survive the termination of Debit Sponsor' s debit sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Agreement to any parent, subsidiary, affiliate, or successor-in- interest.

28. MERCHANT ACCEPTANCE OF EBT TRANSACTIONS: ADDITIONAL TERMS AND CONDITIONS.

Merchant agrees to issue Benefits to Recipients in accordance with the procedures specified herein, and in all documentation and user guides provided to Merchant by Global Direct, as amended from time-to-time( including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement); and pursuant to the Quest Operating Rules( the" Rules"), as amended from time-to-time, issued by the National Automated Clearing House Association as approved by the Financial Management Service of the U. S. Treasury Department. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed them in the Rules. Merchant will provide each recipient a receipt ofeach Benefit issuance. Merchant will be solely responsible for Merchant' s issuance of Benefits other than in accordance with authorizations. Merchant agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery of services to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Card Services Agreement, Merchant represents and warrants to Global Direct that Merchant is an FNS- authorized" Merchant"( as such term is defined in the Rules) and is not currently suspended or disqualified by ENS. Merchant agrees to secure and maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of Benefits under this Card Services Agreement, including without limitation, any applicable franchise tax cenificate and non-governmental contractor' s certificate, and covenants that Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Global Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant. Global Direct may terminate or modify the provision of Services to Merchant ifany ofGlobal Direct' s agreements with govemment EBT agencies are terminated for any reason or if any party threatens to terminate services to Global Direct due to some action or inaction on the part of Merchant. If any of these Card Services Terms& Conditions are found to conflict with Federal or State law- regulation or policy of the Rules, these Card Services Terms& Conditions are subject to reasonable amendment by Global Direct, the State or its EBT Service Provider to address such conflict upon ninety( 90) days written notice to Merchant, provided that Merchant may, upon written notice, terminate the Card Services Agreement upon receipt of notice ofsuch amendment. Nothing contained herein shall preclude the State from commencing appropriate administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or local agency. Any references to" State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues Benefits in more than one State pursuant hereto, then the reference shall mean each such State severally, not jointly.

29. DISCOVER PROGRAM MARKS.

Merchant is hereby granted a limited non-exclusive, non- transferable license to use Discover brands, emblems, trademarks, and/or logos that identify Discover cards(" Discover Program Marks"). Merchant is prohibited from using the Discover Program Marks other than as expressly authorized in writing by Global Direct. - a;; v
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Merchant shall not use the Discover Program Marks other than to display decals, signage. advertising and other forms depicting the Discover Program Marks that are provided to Merchant by Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global Direct. Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights to use the Discover Program Marks.

30. PAYPAL MARKS.

PayPal Marks means the brands, emblems, trademarks, and/ or logos that identify PayPal Acceptance. Merchant shall not use the PayPal Marks other than to display decals, signage, advertising, and other forms depicting the PayPal Marks that are provided to Merchant by Global Direct pursuant to the Merchant Program or otherwise approved in advance in writing by Acquirer. Merchant may use the PayPal Marks only to promote the services covered by the PayPal Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the PayPal Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the PayPal Marks. Merchant recognizes that it has no ownership rights in the PayPal Marks. Merchant shall not assign to any third party any of the rights to use the PayPal Marks. Merchant is prohibited from using the PayPal Marks. not permitted above, unless expressly authorized in writing by PayPal.

31. AMERICAN EXPRESS CARD ACCEPTANCE.

Merchant hereby acknowledges and agrees that for purposes of acceptance of American Express, the American Express Guide is hereby incorporated by reference into this Card Services Agreement. In addition, Merchant hereby authorizes Global Direct to submit American Express transactions to, and receive settlement from, American Express on behalf of Merchant. Merchant must accept the American Express card as payment for goods and services( other than those goods and services prohibited under the American Express Guide sold, or( if applicable) for charitable contributions made, at all of its establishments, except as expressly permitted by state statute. Merchant is jointly and severally liable for the obligations of Merchant' s establishments under the Card Services Agreement. For the avoidance of doubt." cardholder" as used in this Card Services Agreement shall include Card Members as defined in the American Express Guide.

Merchant hereby acknowledges and agrees that( i) Global Direct may disclose American Express Transaction Data( which for purposes ofthis Section 31 shall have the same definition as" Transaction Data" in the American Express Guide), Merchant Data( as defined below), and other information about Merchant to American Express,( ii) American Express may use such information to perform its responsibilities in connection with the American Express Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including marketing purposes, and( iii) American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in connection with American Express Card marketing and administrative purposes. If Merchant has provided a wireless phone number in connection with this Card Services Agreement, Merchant hereby agrees that it may be contacted at that number and the communications sent may include autodialed text messages or automated prerecorded calls. If Merchant has provided a fax number, Merchant hereby agrees that it maybe sent fax communications. To opt out ofAmerican Express- related marketing communications, Merchant may contact Global Direct customer service as described in this Card Services Agreement. For purposes of this Section 31.' Merchant Data" means names, postal and email addresses, tax ID numbers, names and social security numbers of the authorized signer of Merchant and similar identifying information about Merchant. For clarification, Merchant Data does not include American Express Transaction Data.

Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant( as defined below), Merchant will be converted to from the American Express Program to a direct American Express Card acceptance relationship with American Express, and upon such conversion.( i) Merchant will be bound by American Express' then- current card acceptance agreement, and( ii) American Express will set pricing and other fees payable by Merchant for American Express Card acceptance. " High Charge Volume Merchant" for purposes of this Section 31 means an American Express Program Merchant with either( i) greater than 1, 000,000 in American Express charge volume in a rolling twelve( 12) month period or( ii) greater than$ 100, 000 in American Express charge volume in any three 3) consecutive months. For clarification, if Merchant has multiple establishments, the American Express charge volume from all establishments shall be summed to together when determining whether Merchant has exceeded the thresholds above.

Merchant shall not assign to any third party any American Express- related payments due to it under this Card Services Agreement, and all indebtedness arising from American Express Charges( as defined below) will be for bona tide sales of goods and services( or both) at its establishments( as defined below) and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may sell and assign future American Express transaction receivables to Global Direct, its affiliated entities and/ or any other cash advance funding source that partners with Global Director its affiliated entities, without consent of American Express.

Merchant hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce the Card Services Agreement against Merchant to the extent applicable to American Express processing. Merchant' s termination of American Express card acceptance shall have no direct or indirect ellen on Merchant' s rights to accept other card brands. To terminate American Express acceptance, Merchant may contact Global Direct customer service as described in this Card Services Agreement.

Without limiting any other rights provided herein, Global Direct shall have the right to immediately terminate Merchant' s acceptance of American Express cards upon request of American Express. Merchant may not bill or collect from any American Express Card Member for any purchase or payment on the American Express card unless a chargeback has been exercised, Merchant has fully paid for such charge, and it otherwise has the right to do so. Merchant shall use the American Express brand and marks in accordance with the requirements set forth in the American Express Guide. 32, ELECTRONIC SIGNATURES.

Under the Electronic Signatures in Global and National Commerce Act( E- Sign), this Card Services Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when( I) your electronic signature is associated with the Card Services Agreement and related documents,( 2) you consent and intend to be bound by the Card Services Agreement and related documents, and( 3) the Card Services Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt( i. e., print or otherwise store the electronic record). This Card Services Agreement and all related electronic documents shall be govemed by the provisions of E- Sign.

By pressing Submit, you agree( i) that the Card Services Agreement and related documents shall be effective by electronic means,( ii) to be bound by the terms and conditions of this Card Services Agreement and related documents,( iii) that you have the ability to print or otherwise store the Card Services Agreement and related documents, and( iv) to authorize us to conduct an investigation ofyour credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for merchant status or equipment leasing. This information is kept strictly confidential and will not be released.

33. NON-QUALIFIED SURCHARGES/OTHER FEES.

Merchant pricing appears in the Card Services Fee Schedule of the Merchant Application. T& E merchants( airline, car rental, cruise line, fast food, lodging. restaurant, travel agent, transportation) may have separate rates quoted for consumer and commercial( business) transactions. Transactions that do not clear as priced are subject to non- qualified surcharges( NQS) that are billed back to you on your monthly statement. The most predominant market sectors and transactions types for NQS appear below; how-ever, such sectors and transaction types are not comprehensive. Most non- qualified surcharges can be avoided by using a product that supports authorization and market data requirements established by the card associations and that are subject to change from time to time. Some non- qualified surcharges occur on specific types of cards( including without limitation Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card. Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, and " foreign" cards issued outside the United States). Unless your Card Services Fee Schedule specifically addresses commercial cards( i. e., Business Cards, Corporate Cards, Fleet Cards. GSA Cards. Purchase Cards), you will be billed back for the higher cost of acceptance of commercial cards, unless you are primarily a business- to- business supplier with corresponding pricing based on acceptance ofcommercial cards. The card associations require that information from the original authorization, including a lifecycle identifier, be retained and retumed with subsequent authorizations and/ or the settled transaction data. The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained and returned at settlement, then the transaction will not or" fcc 11 Rev. 05/ 16- GP-APT-WF S
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clear as priced and will incur NQS. For more information concerning NQS and to view market data, you may wish to check the Global Direct website www.globalpaymentsinc. com) for best practices information and to license Global Access @dvantage( GA@) for transaction detail review.

The items listed in this Section 33 are not and are not intended to be a comprehensive list ofall instances in which non-qualified surcharges may apply. Non- qualified surcharges may apply in additional situations. All non-qualified surcharges include additional fees assessed by the applicable card association and Member or Global Direct.

In addition, Merchant may be assessed additional fees which will be in addition to the fees stated on the Merchant Application, as follows:

Merchant will also be assessed( a) Cross- Border fees and a U. S. Acquirer Support fee for international MasterCard and Maestro transactions.( b) an International Service Assessment fee and International Acquirer tee for international Visa transactions, and( c) an International Processing fee and International Service fee for international Discover transactions. These fees, which are applicable to transactions between Merchant and a non- U.S. MasterCard, Maestro, Visa, American Express. or Discover cardholder will be displayed as a separate item on Merchant' s monthly statement and may include fees assessed by both the applicable card association and Member or Global Direct.

Merchant will also be assessed per transaction access or participation fees and assessment rates for Visa, MasterCard, American Express, Discover, and PayPal transactions, which will be displayed as a separate item on Merchant' s monthly statement and may include fees by both the applicable card association and Member or Global Direct.

Merchant will also be assessed a Discover Network Authorization Fee.

Merchant may also be assessed a PCI DSS Compliance fee, which will appear as a separate item on Merchant' s monthly statement. This fee is assessed by Member and Global Direct in connection with Member and Global Direct' s efforts to comply with the PCI Data Security.Standard and does not ensure Merchant' s compliance with the PCI Data Security Standard or any law, rule or regulation related to cardholder data security. The payment of such fee shall not relieve Merchant of its responsibility to comply with all rules and regulations related to cardholder data security, including without limitation the PCI Data Security Standard. Merchant may also he assessed a PCI DSS Non-Compliance fee until they validate compliance or confirm they are using a PA DSS Validated payment application.

Merchant will also be assessed the following fees on or related to Visa transactions: the Visa Misuse of Authorization System fee, which will be assessed on authorizations that are approved but never settled with the Merchant' s daily batch, the Visa Zero Floor Limit Fee, which will be assessed on settled transactions that were not authorized, the Visa Zero Dollar Verification fee, which will be assessed on transactions where Merchant requested an address verification response without an authorization, the Visa Transaction Integrity fee, which will be assessed on Visa signature debit and prepaid transactions that fail to meet processing and transaction standards defined by Visa, and a monthly fee based on the number of card present Merchant locations by Merchant taxpayer identification number and/ or all Visa volume processed by a Merchant' s taxpayer identification number. Merchant will also be assessed a MasterCard CVC2 Transaction fee and the MasterCard Misuse of Authorization System fee, which will be assessed on authorizations that are approved but never settled with the Merchant' s daily batch or not properly reversed within 120 days, and an acceptance and licensing fee that will be applied to the Merchant' s total U. S. MasterCard sales volume. These fees will be displayed as separate items on Merchant' s monthly statement, provided that the acceptance and licensing fee may be included with Merchant' s MasterCard assessment fees, and may include fees assessed by both the applicable card association and Member or Global Direct.

NON-QUALIFIED SURCHARGES FOR PREDOMINANT MARKET SECTORS Retail/Restaurant Electronic Merchant
If you are a Retail Merchant or a Restaurant Merchant with retail- only pricing( no Business Card Rate) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all ofthe following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation retail commercial card transactions in addition to transactions using Discover Rewards Card. Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card. Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card and all Commercial Cards, will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application
Obtain a single electronic authorization with magnetic strip read or contactless data capture( electronic imprint) at the time of sale.

Obtain a single electronic authorization and settle for authorized amounts.

Obtain a cardholder signature( unless transaction is eligible for No Signature Required[ NSR] program).

Settle and transmit batches same day via your terminal/ electronic system.

The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions unless a Restaurant( MCC 5812). Fast Food MCC 5814). Service Station( MCC 5541) or, Bar/Tavern( MCC 5513), Beauty/Barber Shop( MCC 7230), or Taxi/ Limousines( MCC 4121).

The electronic authorization amount must be equal to the transaction amount on Discover retail transactions except that Taxi Limousines( MCC 4121) and Beauty/ Barber Shop( MCC 7230) merchant transactions may vary up to 20%. Restaurant( MCC 5812), Fast Food( MCC 5814), Service Station( MCC 5541) or Bar/Tavern( MCC 5513) transactions may vary by more than 20% from the electronic authorization without incurring NQS.

Restaurant Electronic Merchant
If you are a Restaurant Merchant MCC 5812 or Fast Food Merchant MCC 5814 and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, in addition to transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card. Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain a single electronic authorization with magnetic strip read or contactless data capture( electronic imprint) at the time of sale.

Obtain a cardholder signature( unless transaction is eligible for NSR program).

Settle and transmit batches same day via your terminal/ electronic system.

Supermarket Electronic Merchant
If you are an approved( certified) supermarket merchant and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate( s) quoted for Supermarket Credit Card and Supermarket Check Card.

Each transaction not processed as outlined, in addition to transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card. Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card. MasterCard World Card, MasterCard World Elite and commercial cards, will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application.

Obtain a magnetic strip read( card swipe/ contactless data capture/ electronic imprint) at the time of sale.

Obtain a single electronic authorization and settle for authorized amounts.

Obtain a cardholder signature( unless transaction is eligible for NSR program). ox,
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Settle and transmit batches same day via your terminal/electronic system.

The electronic authorization amount must he equal to the transaction amount on all Visa debit card transactions.

Developing Market Electronic Merchant
Ifyou qualify as a Developing Market Merchant( as defined by Association guidelines from time to time) and utilize a terminal or electronic system for authorization and settlement through Global Direct. each transaction you submit which meets all the following requirements will be priced at the rates quoted. Any other transaction, including commercial card transactions, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card. Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card, and non- magnetic stripe read foreign transactions will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application In addition, each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/ electronic system, will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain a single electronic authorization.

Settle and transmit batches same day via your terminal/ electronic system.

Provide market data as required. See Note.

NOTE: If card is not present and a magnetic stripe read does not occur, then Merchant may be required to comply with" Direct Marketer" market data requirements including AVS request on cardholder billing address at time of authorization. If card is present and cardholder signature is obtained, however the magnetic stripe is damaged, then Merchant may be required to obtain AVS match on cardholder billing address zip code.

Direct Marketer Electronic Merchant
If you are a Direct Mail/ Telephone Order Merchant ( non- magnetic swipe read transactions), and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate quoted. Any other transaction, including all foreign transactions and commercial card transactions in addition to transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card Visa Rewards Card, Visa Signature Card. Visa Signature Preferred Card, Visa Infinite Card. MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain an electronic authorization and settle for authorized amounts( one reversal permitted on Visa transactions to make authorization amount equal to settle amount).

Address Verification Request in authorization on cardholder billing address. For Discover transactions, Merchant must obtain full address verification request on street number and/or 9 digit postal code.

CID verification for Discover merchants on non-recurring transactions.

Purchase date( settled date) is ship date.

Send order number with each transaction.

Settle and transmit batches same day via your terminal/electronic system.

Send level 3 data( line item detail, sales tax, customer code) with every eligible commercial card transaction.

NOTE: Card Not Present transactions involving one-time, retuning, or installment bill payment transactions are subject to additional card association requirements which must be complied with to avoid NQS. Electronic commerce transaction requirements are also subject to additional card association requirements which must be complied with to avoid NQS. Please refer to Card Acceptance Guide for additional requirements.

Purchase Card Electronic Merchant
If you are a Purchase Card Merchant( non- magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets the following requirements will be priced at the rate quoted. Each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/ electronic system, will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application, Each Visa business and commercial card transaction will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application. Any other transaction that does not meet the following requirements, including without limitation foreign transactions, tax- exempt Visa Commercial transactions, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, and MasterCard World Elite Card, will be priced at the rate quoted plus the nonqualified rate quoted in the Merchant Application.

Obtain an electronic authorization and settle for authorized amounts( one reversal permitted on Visa transactions to make authorization amount equal to settled amount).

Address Verification Request in authorization on cardholder billing address.

Purchase date( settled date) is ship date.

Send order number( customer code) with each transaction.

Send tax amount with every transaction.

Send Level 3 data( line item detail) with every eligible commercial card transaction. Sales tax exempt transactions will not be considered to meet these requirements unless they include Level 3 data( line item detail).

Settle and transmit batches same day via your terminal/ electronic system.

Lodging/Auto Rental Electronic Merchant
If you are a Lodging or Auto Rental Merchant utilizing a terminal or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation non- magnetic stripe read foreign transactions, and transactions using Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card. Visa Infinite Card, MasterCard Rewards Card, MasterCard World Card, MasterCard World Elite Card will be priced at the rate quoted plus the non-qualified rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Obtain a magnetic swipe read( card swipe/ electronic imprint) at the time ofcheck- in.

Obtain additional electronic authorizations or send partial reversals to bring total authorized amount within 15% of settled amount. Authorizations must meet card association requirements.

Obtain a cardholder signature for final transaction amount.

Purchase Date is hotel check- out date/auto return date.

Length of guest stay/rental in initial authorization.

Hotel Folio/ Rental Agreement Number and check- in date/check-out date transmitted with each transaction.

Additional market data may be required for commercial card transactions to avoid NQS. Lodging merchants who( I) accept credit cards for advance payment:( 2) guarantee reservations using a credit card; or( 3) provide express check-out services to guests, must comply with additional card association requirements for these services in addition to additional authorization and settlement market data requirements. Lodging merchants who subject charges to final audit and bill for ancillary/additional charges must comply with additional bank card association requirements for these services in addition to additional authorization and settlement aor
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market data requirements to avoid NQS. These transactions may also be subject to the rate quoted plus the non-qualified rate quoted in the Merchant Application.

Please see Card Acceptance Guide for requirements and best practices for these transactions.

TouchTone Capture Merchant
Transactions which utilize our TouchTone Capture system for authorizations and settlement, settle beyond 48 hours, or are not transmitted via the TouchTone Capture system, will be priced at the rate quoted plus the non- qualified rate quoted in the Merchant Application.

Paper Deposit Merchant
Non-terminal/ electronic paper deposit transactions will be priced at the rate quoted in the Card Services Fee Schedule of the Merchant Application.

Debit Card Merchant
Each debit card transaction will be assessed the network' s acquirer fee in addition to the debit card per item fee quoted in the Card Services Fee Schedule of the Merchant Application.

Card Present:/ Mag Stripe Failure:

A magnetic stripe read is also referred to as an electronic imprint. If the magnetic stripe is damaged, then other validation means may be required to protect against counterfeit cards and merchant must obtain a manual imprint. Most products will prompt for cardholder billing zip code and perform an AVS check for a zip code match. CID verification is recommended for Discover key-entered transactions. Key-entered retail transactions are subject to higher interchange and NQS.

The foregoing information regarding NQS is not comprehensive and is subject to change by the card association. Additional or different rates or fees may apply based on the details of a subject transaction.

All questions regarding Card Services should be referred to Global Payments, Customer Service Center, 10705 Red Run Blvd., Owings Mills, Maryland 21 1 17, or call: 1- 800- 367- 2638.

Note: Billing disputes must be forwarded, in writing, to Customer Service within 60 days ofthe date ofthe statement and/or notice.

For Member contact:

Wells Fargo Bank
1200 Montego
Walnut Creek, CA 94598
925) 746-4167
Debit sponsorship provided by Wells Fargo Bank N.A.
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