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INVOICE CLOUD, INC
INSIJPANCE.ON FILE A-2018-247 Wf1RK MAY PPOCEEO ONO IL INSURANCE EXPIRES CLERK�yI r4-lTE; i Zo1S MERCHANT PROCESSING RENEWAL AGREEMENT fj fr �=SACC!' THIS MERCHANT PROCESSING RENEWAL AGREEMENT ("Renewal Agreement") is made and entered into this 16t" day of October 2018, by and between Invoice Cloud, Inc., a Delaware Corporation, (hereinafter "CONSULTANT"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"). CITY and CONSULTANT shall hereinafter collectively be referred to as "the Parties". RECITALS A. The Parties to this MERCHANT PROCESSING RENEWAL AGREEMENT entered into an initial short-term merchant processing contract (N-2015-174), dated November 19, 2015, by which CONSULTANT having special skill and knowledge in the field of payment processing and electronic and enhanced bill presentment and payment agreed to perform such services to CITY with respect to Business License Tax accounts, with provisos for the extension of CONSULTANT's service to Municipal Utility Services and Dog License accounts. B. Subsequently, the initial contract was amended (N-2015-174-01), dated March 16, 2016, expanding the Term of the contract by six months and expanding the Scope of the initial contract to include to include CITY's Proactive Rental Enforcement Program (PREP) accounts. C. Thereafter, the Parties entered into a second amendment of the contract (A-2016-134), dated March 31, 2015, by which the Term and Scope of the contract where amended to: (1) extend the Tenn by two years beginning July 1, 2016 and terminating June 30, 2018; and (2) expand the Scope of Consultant's payment processing and electronic bill presentment and payment services to include City's Proactive Rental Enforcement Program (PREP) accounts. D. The Parties agree this Renewal Agreement and all attachments hereto collectively attached and incorporated herein as Exhibit 1 shall govern all merchant accounts established in connection with this Agreement. E. In undertaking the performance of this Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. F. CITY acknowledges and agrees that in the event of a conflict or inconsistency between the terms and conditions of this Agreement and the Merchant Card Processing Agreement incorporated herein as Exhibit 1, the terms of the Merchant Card Processing Agreement shall control. I G. The Parties acknowledge and agree that in the event of a material conflict or inconsistency between the terns and conditions of this Agreement and the Biller Agreements incorporated herein as Exhibit 1, the terms specified in the Recitals of this Agreement shall control. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the Parties agree as follows: 1. SCOPE OF SERVICES CONSULTANT shall perform credit card processing services according to the rates set forth in Exhibit 1 and in accordance with the terms and conditions set forth in the Merchant Card Processing Agreement incorporated therein. CONSULTANT shall perform such other electronic and enhanced electronic billing and payment presentation services in accordance with the terms as set forth in Exhibit 1 to include all associated "Biller Agreements", "Invoice Cloud Biller Order Forms" and "Invoice Parameters" in effect June 30, 2018, and to include enhanced electronic bill presentment and payment (EBPP) services which are herein incorporated by reference. Said enhanced EBPP services to include EBPP portal with real-time account balance pull and real-time payment posting to System & Software, Inc.'s enQuesta CIS (any version) and Single Sign -on (SSO) capabilities with System & Software, Inc.'s WebConnect portal. The Parties hereto hereby acknowledge and reaffirm their agreement to the terms as set forth in Exhibit 1 for the Term of this Renewal Agreement including any longer Tenn agreed to by the Parties as may be set forth in any amendment to this Agreement. 2. COMPENSATION a. CITY agrees to pay, and CONSULTANT agrees to accept as total payment for its services, the rates and charges identified in Exhibit 1. The total sum to be expended under this Agreement shall not exceed the annual fiscal year limits set forth below unless amended by the Parties for a greater specified amount. The total sum to be expended under this Agreement, exclusive of optional expenditure(s) authorized via an agreed to Change Order proviso, shall not exceed $810,000, including any unpaid sums receivable by CONSULTANT for prior contractual services concluding June 30, 2018, and shall not exceed the annual amounts identified below for the fiscal year periods specified during the remaining Term of this Agreement: Contract Term Period Annual Fiscal Year Period i. July 1, 2018 through June 30, 2019 ii. July 1, 2019 through June 30, 2020 iii. July 1, 2020 through June 30, 2021 iv. July 1, 2021 through June 30, 2022 v. Merchant Processing Contingency Contract Term Period Annual Compensation Amount $190,000 $190,000 $190,000 $190,000 $ 50,000 $810,000 Subsection (v.) "Merchant Processing Contingency" shall be deemed to be that certain amount available to cover annual merchant processing charges which may occur above the $190,000 Annual Compensation Amount during any portion of the Term of this Agreement due to 2 variability in the number of actual annual merchant processing transactions versus anticipated annual transactions. b. Payment by CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures, unless CONSULTANT or CONSULTANT's merchant processor directly debts CITY provided bank account. C. Payment need not be made for work which fails to meet the standards of performance as set forth in the Recitals and which may reasonably be expected by CITY. 3. OPTIONAL CONTINGENCY a. The Parties hereto now desire to include a separate Optional Contingency, solely exercisable by CITY, for CONSULTANT to provide CITY with an updated walk-up payment kiosk hardware and software solution utilizing Kiosk Information Systems, Inc. authorized hardware, software, hosting services, and program maintenance. This Optional Contingency may be exercised by CITY prior to January 31, 2019, on a three-year prepaid lease basis beginning July 1, 2019 and continuing through June 30, 2022 for a net amount not to exceed $100,000. The detail terms for the exercise of this optional contingency provision shall be set - out via a Change Order proviso. 4. TERM The Term of this Agreement shall be effective from July 1, 2018 and shall terminate on June 30, 2022, unless amended by the Parties for a longer term or terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR CONSULTANT shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of CITY. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow CITY to exercise discretion or control over the professional manner in which CONSULTANT performs the services which are the subject matter of this Agreement; however, the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such services. CONSULTANT shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE The Parties agree that (Section 15. Insurance) of the Biller Agreement (Exhibit 1) is hereby amended to add the requirement that CONSULTANT obtain the following additional insurance: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, CONSULTANT, if CONSULTANT has any employees, is required to 3 be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, CONSULTANT agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. The following requirements apply to the insurance to be provided by CONSULTANT pursuant to this section: (i) CONSULTANT shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to CITY within (30) days of the execution of this Agreement and shall be approved by CITY. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to CITY. C. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish CITY with required proof that insurance has been procured and is in force and paid for, CITY shall have the right, at CITY's election, to forthwith terminate this Agreement. Such termination shall not affect CONSULTANT's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify CITY for any work performed prior to approval of insurance by CITY. 7. INDEMNIFICATION CONSULTANT agrees to and shall indemnify and hold harmless the City of Santa Ana, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the CONSULTANT or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The CONSULTANT further agrees to indemnify, hold harmless, and pay all costs for the defense of CITY, including fees and costs for special counsel to be selected by CITY, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. CITY may make all reasonable decisions with respect to its representation in any legal proceeding. F. 8. CONFIDENTIALITY If CONSULTANT receives from CITY information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, CONSULTANT agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the CONSULTANT disclosed in a publicly available source; (c) is in rightful possession of the CONSULTANT without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the CONSULTANT without reference to information disclosed by CITY. 9. INTELLECTUAL PROPERTY INDEMNIFICATION CONSULTANT shall defend and indemnify CITY, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to CITY pursuant to this Agreement. 10. RECORDS CONSULTANT shall keep records and invoices in connection with the work to be performed under this Agreement. CONSULTANT shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to CITY for a minimum period of four (4) years, or for any longer period required by law, from the date of final payment to CONSULTANT under this Agreement. All such records and invoices shall be clearly identifiable. CONSULTANT shall allow a representative of CITY to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. CONSULTANT shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to CONSULTANT under this Agreement. 11. CONFLICT OF INTEREST CLAUSE CONSULTANT covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. E 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile (714) 647-6956 Copies to: Willard Holt Treasury Manager and Customer Services Manager City of Santa Ana 20 Civic Center Plaza (M15) P.O. Box 1964 Santa Ana, CA 92702-1964 Facsimile 714-647-5304 Email: wholt(a Santa-ana.org To CONSULTANT: Invoice Cloud, Inc. 30 Braintree Hill Office Park, Suite 303 Braintree, MA 02184 Facsimile (866) 413-7678 Attn: Robert Lapides blapidesna,invoicecloud.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. TERMINATION This Agreement may be terminated by CITY upon ninety (90) days written notice of termination. In such event, CONSULTANT shall be entitled to receive and CITY shall pay CONSULTANT compensation for all services performed by CONSULTANT prior to receipt of such notice of tennination. Provided, however, that payment need not be made for merchant payment processing services or other work or services which fail to meet the standards of performance as set forth in the Recitals and which may reasonably be expected by CITY. 14. EXCLUSIVITY AND AMENDMENT This Agreement, in conjunction with attached Exhibit 1 represents the complete and exclusive statement between CITY and CONSULTANT, and supersedes any and all other agreements, oral or written, between the Partie. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail except over the Merchant Card Processing Agreement. This Agreement may not be modified except by written instrument signed by CITY and by an authorized representative of CONSULTANT. The Parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate CONSULTANT or CITY. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of CONSULTANT, CONSULTANT may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of CITY and any such assignment, transfer, delegation or subcontract without CITY's prior written consent shall be considered null and void. Provided, however, that merchant processing services provided by CONSULTANT's merchant processor in accordance with the Merchant Card Processing Agreement incorporated as part of Exhibit 1 of this Agreement are agreed to by CITY as, upon exercise of CITY's Optional Contingency for walk-up payment kiosk services, are walk-up payment kiosk services software solutions utilizing Kiosk Information Systems, Inc. authorized hardware, software, hosting services, hardware warranty and software/application program maintenance. Nothing in this Agreement shall be construed to limit CITY's ability to have any of the services which are the subject to this Agreement performed by CITY personnel or by other consultants retained by CITY. 16. DISCRIMINATION CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both Parties further 7 agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. CONSULTANT shall notify CITY immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. COORDINATION OF WORK OR SERVICES A. No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to CONSULTANT, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of CONSULTANT. B. Contract Officer. CITY will appoint a Contract Officer who will be in charge of the contract maintenance and administration of this Agreement for CITY and have authority to enter into Change Orders with CONSULTANT pursuant to this Agreement. It shall be CONSULTANT's responsibility to assure that CITY's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Agreement and CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereunder to carry out the teens of this Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. All notices regarding consulting services or requested changes in said agreement shall be sent to the Contract Officer listed below: CITY's Contract Officer shall be the person(s) designated hereinbelow by CITY: Name Willard V. Holt Title Treasury and Customer Services Manager Address 20 Civic Center Plaza, Room 1105, Santa Ana, CA 92701 Phone # (714) 647-5456 Email wholt@santa-ana.org CITY's Alternate Contract Officer Designee shall be: Name Arturo Rodriguez Title Management Analyst Address 20 Civic Center Plaza, Room 1101, Santa Ana, CA 92701 Phone # (714) 647-6953 Email arodriguezna,santa-ana.org 20. ADDITIONAL WORK OR SERVICES A. Extra Work or Services CITY shall have the right at any time during the performance of the work or services set forth in this Agreement, without invalidating said Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work or services. B. Change Order No extra work or services or election to exercise any existing option for extra work or services may be undertaken unless a written "Change Order" is first given by the Contract Officer to the CONSULTANT, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of the CONSULTANT. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective Parties to each of the terms of this Renewal Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. This Renewal Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. %/ {Signatures on following page} IN WITNESS WHEREOF, the Parties hereto have executed this Renewal Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA f -MM RIA D. I UL AR RAGODINEZ 11 ,V Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: IN#NC. "C' IS Sergio Vida Acting Executive Director Name: Finance& Management Services Agency %ftAaAA&- Title: Tax ID11 44640 3 A #I U 1; Ct (0 10 EXHIBIT 1 11 Biller Agreement 1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a tion -exclusive, non -transferable, worldwide right to use the Service described on the Biller Order Form until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller's own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors. Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition, Biller will sign all third party applications and agreements required for the Service including without limitation payment and credit card processing agreements and merchant agreements. For invoice types listed on the Order Form (e.g. real estate taxes, utility bills, birth certificates, parking tickets, event tickets, etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term of this Agreement. Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third patty the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service. 2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at hitp://www.invoiceoloucl.coj-n/privacy,litiTil., Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. With respect to Protected Health Information (as defined in 45 C.F.R 160.103), Invoice Cloud will enter into a Business Associate Agreement pursuant to 45 CFR part 160 and 164. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards. 3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice will be provided promptly thereafter. 4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Biller's customers considers being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud's own Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as required to perform the Servioes trader this Agreement or otherwise required by applicable law. Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service. In the event any such intellectual property rights nn the Invoice Cloud Technology, the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by hivoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud, The Invoice Cloud mune, the hovoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use thein. Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, customer and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the "Confidential Information"), Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Biller Agreement Rev 2.2 Tho complete Biller Agreement includes the Biller Order Form, the Online Terns and Conditions and this Agreement P a g e 11 Biller Agreement Information of the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law. 5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form, Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are non -cancellable and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct, Invoice Cloud reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Invoice Cloud on fees, assessments, and the like from credit card processers, bank card issuers, payment associations, ACH and check processers. 6. Term and Termination. The initial term of this Agreement shall be for a period of three (3) years ("Initinl Term") commencing on the Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terms ("Renewal Term") unless terminated as set forth herein. This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Term by such party providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then - current term. Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party, For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a material breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account or credit card or otherwise bill Biller for such unpaid fees. 7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement. Invoice Cloud warrants that the Service will materially perforin the functions that the Biller has selected on the Order Form under normal use and circumstances and that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, hi the'operation of the Service; provided that the Biller shall maintain immediately accessible backups of the Customer Data. In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfimctions of Invoice Cloud's processing systems. 8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A, PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems, Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Bitter's billing information is correct. 9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Bitter's accounts and shall abide by all applicable laws, and regulations in connection with Bitter's and/or its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall; (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users; and (iii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank and other related circumstances. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of 'transactions. Biller is also required to disclose a refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Bitter's Customers, as requested. Any change in a return/ cancellation policy must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting Biller Agreement Rev 2.2 'File complete Biller Agrooment includes the Biller Order Form, the Online Tums and Conditions and this Agreement P a g a 12 Biller Agreement such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment carrot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law 10. Indemnification. Invoice Cloud shall indemnify and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities, and damages (including, without limitation, Biker's costs, and reasonable attorneys' fees) arising out: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver fands processed by Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not apply to any claim or complaint relating to Bitter's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful misconduct or violation of any applicable agreement or law. Biller shall indemnify and bold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) that use of the Customer Data infringes the rights of a third party; (ii) a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation hlcomplete or inaccurate Transaction Data; or (iii) relating directly or indirectly to Biller's or its authorized users' use of the Service. 11. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller. 12. Export Control. The Biller agrees to' comply with United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other US. agencies. 13. Notice. Either party may give notice by electronic mail to the other party's email address (for Biller, that address on record on the Biller Order Form, or by written communication sent by first class mail or pre -paid post to the other party's address on record in Invoice Cloud's account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 35 Braintree Hill Office Park, Suite 100, Braintree, MA 021.84 Attention: Client Services, Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) er 12 hours after sending (if sent by email). 14. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party's consent to (i) a parent or subsidiary, ('ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 15. Insurance. Invoice Cloud agrees to maintain in ful I force and effect during the term of the Agreement, at its own cost, the following coverages: a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate, b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million ($5,000,000) general aggregate. o. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud's owned, hired or non -owned vehicles assigned to or used in performance of the Services. d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars ($1,000,000) per claim and in the aggregate. 1.6. Immigration Laws. For Services performed within the United States, Invoice Cloud will assign only personnel who are either citizens of the United States or legally eligible to work in the United States, Invoice Cloud represents and warrants that it has complied and will comply with all applicable irnnrigration laws with respect to the personnel assigned to the Biller. Biller Agreement Rev 2.2 ne complete Biller Agreement includes the Biller Order Fonn, the Online Tenns and Conditions and this Agreement P a g e 13 Biller Agreement 17. General. With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed bythe law of the state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions of any jurisdiction. With respect to Billets who are not with municipalities, localities or governmental authorities, this Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, No text or information set forth on any other purchase order, preprinted form or document (other than an Biller Order, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 11, 13 and 17 shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that Biller is using. Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at www.invoicecloud.con/termsandoonditions and are agreed to by Invoice Cloud and the Biller. Bider Agreement Rev 2.2 The coin plete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement P a g e 14 BILLCRS TERMS AND CONDITIONS (www.I,,gypigpcloud.emn/termsandcunditiuns) 1. DeMitlons. As used in the Agreement and in any Biller Order Form now or hereafter: "Agreement" or "Biller Agreement" means these terns and conditions, any Biller Order Form, whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein; "Biller Data" means invoices and bills of the Biller; "Chargeback" is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution that Biller previously presented to Invoice Cloud under (]its Agreement; "Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using the Service; "Customer" shall include customers, taxpayers and users of services of Biller; "Customer Data" means any data, information or material provided or submitted by Biller or its Customers to the Service or the Biller's customers and/or payers in the course of using the Service; "Effective Data" means the earlier of either the date this Agreement is accepted by executing a Biller Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives, integration components and application programming interfaces thereof, and forms of protection of similar nature anywhere in the world; "Invoice Cloud" means collectively Invoice Cloud, Inc., a Delaware corporation; "Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hadwan, products, processes, algorithms, user interlaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Biller or otherwise developed by Invoice Cloud In providing the Service; "Payment Instrument Transaction" is transaction conducted between Biller and its Customers with respect to an account, or evidence of an account, authorized and established between a Customer and a credit card association or issuer, or representatives or members thereof that Biller accepts tion Customers as payment for the Services. Payment Instrument Transactions include, but are not limited to, transactions processed by credit and debit cards, ACII, RFT and Check 21 transactions, stored value cards, loyalty earns, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. "Order Fonn);11 or "Biller Order Form" means the 'form evidencing the Initial subscription for the Service and any subsequent Biller Order Form, spociiying, among other things, the services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Biller Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Biller Order Form, the terms of this Agreement shall prevail); "Reserve Account" means a Biller account which is maintained In order to protect invoice Cloud against the risk of, among other things, existing, potential, or anticipated Chargob toles and to satisfy the other obligations under the Agreement. "Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Cloud 'technology and other corporate services identified on the Biller Order Form, developed, oporatad, and/or maintained by Invoice Cloud, accessible via www,invoicecloud.com or another designated web site or IP address, or ancillary online or offline products and services provided to Biller by Invoice Cloud, to which Biller are being granted access under this Agreement, including the invoice Cbud Technology and the Content; "Submitter" moans the Billor's am hot under the Agreement and Order Form where Billor's Customers submit Transaction Data directly to the payment processor or credit card processor who than processes the Transaction Data with the associated convenience tee being paid to Invoice Claud and Invoice Cloud being responsible to pay the applicable convenience to the payment processor, "Transited on" is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either Payment Instrument or a bill presentment in which consideration is or to be exchanged or tax is or to be due between the Customer and Biller; "Transaction Dam" means is the written or electronic record of a Transaction, including but not Iimfted to an authorization code or settlement record and Biller Data, 2. Biller's Responsibilities Biller is responsible fpr all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or Its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall; (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (if) report to Invoice Cloud and immediately stop any copying or distribution of Content that is (mown or suspected to be unauthorized by Biller or Biller's Users; and (ii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Biller may not: (f) send or store material containing software viruses, wornns, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (fit) attempt to gain unauthorized access to the Service or its related systems or networks, Biller shall not, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in ally way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service, Invoice Cloud is not responsible far any Biller postings in error due to delayed notification from credit card processor, ACH bank and other related circumstances. Biller agrees to provide Invoice Cloud with complete and accurate billing and contact information. This information includes Biller's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Biller agrees to update this information within 30 days of any change to it. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose any refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller's Customers, as requester. Any change in a return/ cancellation policy with the transactions underlying the Transaction Data must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting such refund/adjustmont within 2 days of resolution of the request resulting in such ref rml/adjustmem. The amount of the refund/adjustment with respect to Transactions under the Service cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor, with respect to credit card transactions, may Biller give caslJcheck refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law. Individual users, when they initially hog in, may be asked whether or not they wish to receive marketing and other nomeritical Service -related communications from Invoice Cloud time time to time, They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under htqr//"w.invoicecloutl.coi)i/privacy,htirI, Note that because the Service is a hosted, online application, Invoice Cloud occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. The following is applicable is to any Biller who is a Snatcher, and to AMEX credit card charges; As to all'hansactions Biller submits to Invoice Cloud for processing, Biller represents and warrants that; (1) TheTransaction Data represents payment or refund of payment, for a bona fide transaction. (2) The Transaction Data represents an obligation of the Customer for the amount of the Transaction and the accuracy of all Transaction Data, (3) The Transaction Data does not involve any element of credit for payment of a previously dishonored payment or for any other purpose than payment for a current transaction and fvture payments as agreed upon by the customer, (0.) The Transaction Data is tree from any material niteration not authorized by the Customer. (5) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. (6) Neither Biller nm' its employees has advanced any cash to the Customer in connection with the Tmasaction, net have you accepted payment for effecting credits to a Customer. (7) Biller has made no representations or ugrerunabis for the issuance ofrePonds except as it states in your return/cancellation policy, which has been previously submitted to Invoice Cloud in writing, and which is available to the Customer. (8) Any transaction submitted to invoice Cloud to credit a Customer's aeeomrt represents a refund or adjustment to a Transaction previously submitted to Invoice Cloud. (9) Biller has no knowledge or notice of information that would lead it to believe that the enforceability or colleetalrihty of the subject Transaction Data is in any manner impaired. The Transaction Data is in compliance with all applicable laws, ordinances, and regulations. The Transaction Data is oil summed in compliance with this Agreement and any applicable agreements, (10) For a Transaction where the Customer pays in instnllments or on o deferred payment plan, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the datc(s) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shell be deemed to be a part of the original Transaction, (11) Biller has not submitted any Transaction that it knows or should have Imown to be either ftaudulant, illegal, or otherwise in violation of any provision of this Agreement or other applicable agreements. (12) All Transaction Data is complete and accurate (including with respect to total due fields) and Invoice Cloud is not liable or responsible for any incomplete or inaccurate Transaction Data. 3. Chargebacks If Biller is subject of excessive Chargebacks, in addition to our other remedies under this Agreement, Invoice Cloud (or the payment processor) may lake the following actions: (1) request that Biller in every case commence issuing refund and related payments directly to Customer; (it) notify Biller of a new rate that will be charged to process Chargobacks; (iii) collect from Biller an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and foes or request a Reserve Amount (where a Reserve Account is noted trader the Biller Order Farm or as otherwise required under the terms of this Agreement or other agremneot with Invoice Cloud or any payment processor); or (iv) terminate the Agreement. Biller also agrees to pay any and all penalties, fees, fines and costs assessed against Invoice Cloud (or the payment processor) relating to your violation of this Agreement, or other agreement tainted thereto. Biller agrees that it is fully liable if any Transaction, for which Invoice Cloud las provided Biller credit or paid Biller, is the subject of a Chargeback or ACH rejects or reversals or other refunds or credits. To the extent Invoice Cloud has paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and Biller does not reimburse us as provided for in this Agreement, or has insufficient funds to draw from in the Billers Debit Account (to the extent applicable as provided in Section 4 below) then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, Biller shall indemnify, defend and hold Invoice Cloud hamiles; therefrom. The Billets Debit Account will contain sufficient funds to cover any estimated exposure based on reasonable criteria for Chargebacks, ACH rejects or reversals, credits, returns, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties. Invoice Claud may (but is net required to) apply funds in the Billets Debit Account (to the extent applicable as provided in Section 4 below) toward, and set off any Rinds that would otherwise be payable to Biller against, the satisfaction of any amounts which are or may become due from Biller pursuant to this Agreement Invoice Cloud may, at Its sole discretion, collect fees related to Chargebacks and ACH rejects and reversals, or ether refunds or credits from Biller's customers. The following are some of the most common reasons for Chargebaclre; in no way is this Intended to be an exhaustive list of possible Chargeback reasons: (1) Failure to issue a refund to a Customer as required. (2) Invoice Cloud did not receive Biller's response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules. (3) A Customer disputes the Transaction, or claims that the Transaction is subject to a setroft; defense, or counterclaim Invoice Cloud may receive a Chargeback from a Transaction, an AMEX credit card Service or otherwise, where the possibility of Chargebacks are noted as part of the Service. Some common reasons for Chargebacks are listed. In the event that Invoice Claud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such amounts from the Biller's Debit Account). In addition, Biller shall be responsible to invoice Cloud for charges against any reserves required by payment or credit card processors; and any Chargebacks, by any party, including without limitation Chargelarmis claimed by any payment and credit card processors, bank, or other financial services organization, 4. Certain Co atruetual Terms. Biller shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless door and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (t) charge against any reserves required by payment or credit card processors; (it) a Chargeback, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incomplete or inaccurate Transaction Data; or (v) relating directly or Indirectly to Biller s or its authorized users' use of the Service. Invoice Cloud may receive a Chargeback from a Transaction whera Biller Ims a submitter agreement, an AMEX credit card Service or otherwise, where the possibility of Chargebacks are noted as part of the Service. Some common reasons for Chargebacks are listed at www.invoicecloud,com/tttiiisandeoilditipM, rts,;g. In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such amounts from the Biller's Debit Account). INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, IN NO EVENT SI4ALL INVOICE. CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain stales and/or jurisdictions do not allow the exclusion of implied warranties or limitation orliabibty for incidental, Consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller, To the extent that the Bitter's Agreement does not have a Biller Indemnification or limitation of liability clause respectively, the above clauses shall control and be binding on the Biller. 6. Biller Deposit Account Automatic Debit (Applicable where Biller Debit Account has been designated on the Biller Order Form) Where Biller authorizes Invoice Cloud's receipt of all fees and periodic fees referenced in the Biller Order Form - from payments made by Customers, or from credit card processers, bank card issuers, payment associations, ACH and check processors, as applicable Except where prohibited by applicable law, Biller shall establish a Deposit Accotmt(s) whereby Invoice Cloud will automatically withdraw from the Biller's account(s) used for this purpose (`Killer's Debit Accounl(s)") the fees and periodic fees referenced in the Order Form and any Chargebacks, ACFI rcjects or reversals, refunds and other fees due hereunder resulting therefrom. Biller shall be responsible for and pay all fees or charges relating to Biller's Debit Account and the automatic debit facility, in accordance with the terms thereof. In addition, with respect to any invoices and/or payments that are processed through the Service, the Biller's agreements with all such credit card processers, bank card issuers, ACH and check processors shall require remittance and payment to Invoice Cloud, of all fees and to no other account. Biller shall maintain sufficient Ponds in the Biller's Debit Account to pay all periodic tees, Chargebacks, ACH rejects, reversals refunds and other fees due hereunder resulting therefrom. Invoice Cloud - Privacy Policy Home About Us Billers Solutions Partners Contacts InvoiceCloud Privacy Policy Page 1 of 3 Invoke Cloud, Inc. ("Invoice Cloud") Is a technology leader in Information commerce, We help businesses, such as merchants, software companies and partners, safely process customer transactions and understand the Information related to those transaction a, Protecting the privacy of users of the Involca Cloud operated websites is important to us, Irapes Cloud Is committed to the security and privacy of our customers' and their customers' data. This Privacy Policy explains our commitment to safeguarding our billers and their customers' date and describes our data handling practices. This Privacy Policy lists the types of data Invoice Cloud collects, explains how we use and protect that data, and discloses our key procedures surrounding privacy. By accessing any of our services or company operated websites (including those used by and containing the names of our billers(the" lays)", you signify that your use IS subject to the terms of this Privacy Policy. We may change this Privacy Policy from time to time by modifying the Privacy Policy and posting a new version here the new version will become effective Immediately. The following sections make up our Privacy Policy. Now Invoice Cloud Protects Your Privacy Internally Invoke Cloud will not review, share, distribute, or reference any Services Data (as defined below) except as provided In the Biller Agreernonf, this Privacy Policy or as may be required by law. Invoice Cloud wants your Business Information (as defined below) and the Customer Informatlon (as deflned below) to formal as secure as reasonably possllble, We adhere to industry -standard technical safeguards and strict agreements with our employees who are permitted to access our customers' Business Information or Customer Information to maintain confidentiality of such Information. When you oondurA rA transaction online, Invoice Cloud uses SSL encryption to encrypt your Information before It Is sent to us In order to ensure the Integilty and privacy of the Information that you provide to us via the Internet. Our services aro hosted on servers that are collocated at a third -party facility with wham we have a contract providing for security measures. For example, hosted Services Data (aa defined below) is submitted via SSL encryption and stored on a server equipped with industry standard firewalls. Hosted data may Include Sarvlees Data (defined below) and personally identifiable Information and other information that belongs to our billers, our customers' customers, website visitors, or other users. Business Information and Customer Information collected by Invoice Cloud may Include your or Your customer's data entered In the course of using our services or pariorming transactions ("Services Data"). Invoice Cloud will not review, share, distribute, or reference any such Services Data except as provided In the Biller Agreement, or as may be required by law, Individual records of Services Data may be viewed or accessed by authorized Invoice Cloud employees, agents or independent contractors onlyfor the purpose of resolving a problem, support Issues, suspected violation of the service or license agreement, or as may be required by law. Invoice Cloud policy requires that both employees and consultants execute a confidentiality agreement before working for and with Invoice Cloud, Those employees that violate our Privacy Policy are subject to disciplinary action, up to and including termination, In every case, customers are restorable for maintaining the security and confidentiality of their usernames and passwords, Business Information and Customer Information Collactlon and Use By Invoice Cloud Invoice Cloud Collects the Business Information and Customer Information necessary to enable us to respond to your requests for our products and services, for you to use our services, to perforin transactions, and to send you information regarding our products and services from time to time, Since many of the users of our products and Sites use the aforementioned capabilities in their capaclty as employees of companies, governmental authorities and other organizations (collectively "organizations'), much of the Business Information and Customer Information we collect will be in that capacity (rather than information about you individually, such as your personal tastes, etc.). For these purposes, we have defined "Business Information" as any information that identifies or may identify an organization or an Indlvldual contact at an organization or that allows others to contact an organization or an individual contact at an organization. For these purposes, we have deflned "Customer Information" as any Information that Is provided by customers of organizations that use the Invoice Cloud products and services such as name, address, balances, payment amounts, account number, a -mail address, and other relevant account information. When you use our Sita to perform or process transactions, you may be asked to submit Services Data such as; • Your name, mailing address, city, state, zip code, email address, phone number, • Your bill payment (Including payment amount and designated payee), • Your credit or debit card or bank account numbers, expiration date, cardholder name, • Tax ID, Social Security Number (SSN), and/or employer identification number. htto://www.invoiceeloud.corn/t)rivacv.htmt 11/19/2015 Invoice Cloud - Privacy Policy Page 2 of 3 When you visit the Site, you may also be asked to submit Information such as small address, company name, address, and/or phone number. In addition, we collect credit card and related payment Information when you or your customers use our products, or services, online in the processing of transactions. Our information collection and use practices are described in more detail below Services Reglatratlon/Account Sat Up: You may be asked, on behalf of your organization, to complete registration/activation form(s) on the Sites or on paper, with contact Information for use by Involoa Cloud in accordance with this policy. Registration or activation Information may Include the name of your company, contact Information, product Information, customer 10, bank account Information, federal ID numbers, bank account, credit card, ACH, contact Information, and other relevant information In order to set up accounts and process transactions, Customer Profflea We also collect Business Information and Customer Information when you or your customers create a profits or account on some of the Sites. This Information Is required In order to access certain areas of the SlIki% perform transactions, and request Information from us about our products and services, This information Includes organization name, contact information and other information, and the products and services you may have licensed, We use this Information In accordance with this policy to Identify you, process your requests, and administer your Invoice Cloud accountts). Support: We may offer certain Ilmited online support aervloas at the Sites. If you access online support on any ofthe Sites, you may be asked for information such as customer ID, product name, product version, and other Information to help us determine whatthe technical Issues are and how best to help you resolve them. In addition, certain products and services may allow you to submit support -related questions directly from the product, . Cookies: We also use Cookies to enhance the user experience, deliver personalized content, and collect Information about the use of the Sites. "Cookies" are small computer files that we transfarto your computer's hard drive. Cookies allow us to statistically monitor how many people are using the Sites and for what purposes, how often someone visits the Sites, and the length of their stay. We also use Cookies to prevent you from having to re-enter your identification and password Information each time you visit our Sites. Cookies are not designed to retrieve personal or business data from your hard drive or your small. Most browsers are initially set to accept Cookies, but users can change the setting to refuse Cookies or to be alerted when Cookies are being sent. Although refusal of Cooklea will not Interfere with the ablllty to Interact with most of the Sites, you may need to accept Cookies In order to access information and use certain functions. For example, Cookies are required to be accepted for access to Our web -based servicesor desktop products with online features. The Cookies are renewed each time a user logs onto one of the Sites that uses Cookies. Information You Give Us: We receive and store any Information you enter on our Site or give us in any other way See this Privacy Policy for examples of what we collect. You can choose not to provide certain information, but then you might not be able to take advantage of many of our features. Information from Other Sources: We might receive information about you from other sources such as your customer or your biller and add it to our account information. Disclosure of Your Business Information and Customer Information From time to time, Invoice Cloud may be required to release Business Information and/or Customer Information: 1) to comply with valid legal requirements such as a law, regulation, search warrant, subpoena, or court order; 2) to enforce or apply the terms of any of our tillers, service or license agreements; or 3) In special cases, such as protecting the rights, property, or safety of Invoice Cloud, our customers, or others. We may also provide Business Information to government agencies and to our third party service providers Including payment processors, clearinghouses, payment settlement organizations, credit card processors and banks, and contractors ("Partners") to: enable the services, and the processing of transactions using Business Information, Customer Information andlor Services Data, and/or provide you with a product or service requested by you. Invoice Cloud also may use and disclose Customer Information and Business Information in the aggregate that does not allow you to be identified to, or contacted by, third parties ("Aggregate Informatlon'). For example, we might inform third parties regarding the number of users of the Sites and the activities they conduct while on the Sites. Partner and Government Services: Invoice Cloud may engage Partners to perform functions on our behalf, which may Include assisting us in processing your Business Information and Customer Information. Certain Partnere, organizations and government agencies may collect Business Information, Customer Information and/or Services Data (such as business name, address, email address, credit card Information, and customer ID) directly from you and use of that Information and other Information provided by you. These third parties may not be governed by this policy even though those Partners and government all may share such information with Invoice Cloud. Any collected Business Information, Customer Information and/or Services Data, provided to Partners are subject to the restrictions referenced below underthe section entitled Third Party Service Providers. Services and Product Data: Invoice Cloud will not access your Services Data except in the following limited circumstances: (1) to provide you with technical support, solely at your request and with your permisslon; (2) on alimited-access basis to install updates, produce regular backups, or restore data from backups at your request; (3) where the inherent purpose of the product or service requires Invoice Cloud to provide the Services Data to a third party on your behalf (for example where Invoice Cloud Inflates or processes transfers on your behalf) and, (q) to utilize Aggregate Information (defined below) derived from Services Data to help us Improve our products and services and In developing additional offerings. Invoice Cloud will not provide your Servlcas Data to any third party or permit any third party to access your Services Data, except by your permission or to comply with valid legal requirements such as a law, regulation, search warrant, subpoena, or court order. In addition, if at any time you decide to discontinue your use of the applicable service, your Services Data will be destroyed and removed from all servers according to terms set forth In your Milano or similar agreement. This Site Is Not Directed at Persons Under the Ago of 13 Our Site Is not directed at persons under the age of 13, and Invoice Cloud does not collect or maintain Information at our Site from persons we actually know are under the age of 13, InvoiceCloud Site May Be Linked to Other Websites Invoice Cloud may create Ilnks to third -party websites. Invoice Cloud is not responsible for the content or privacy practices employed by websites that are linked to our webalte. This privacy policy applies only to the Information we collect on the Site This Privacy Policy does not apply to Information we collect through other methods or sources, Including sites owned or operated by our affiliates, vendors or partners. Consent to Transfer Users located outside the United States who submit Business Information or Customer Information to Invoice Cloud via the Sites should be aware that the information they submit will be transferred to our servers located In the United States. Your submission of Business Information or Customer Information to us constitutes your consent to this transfer, Although Invoice Cloud will collect and use your Business Information or Customer Information only as stated in this Privacy Policy, laws generally applicable to the protection of personal data In the United States may not be as stringent as those in some users' horns Jurisdictions. Does Invoice Cloud Share the Information It Receives? httn://www.invoiceelotttl.com/i)rivacv.htm] 11/190.015 Invoice Cloud - Privacy Policy Information about our customers is an important part of our business, and we are not In the business of selling It to others. We share Buslneas Information and Customer Information only as described In biller and related agreements and lhla Privacy Policy. Page 3 of 3 Thlyd•Party Service Providers: We engage Partners to perform functions on our behalf. Examples Include processing and clearing transactions, sending postal mail and e�iri analyzing data, processing credit card, AC and other payments, and providing customer service. They have access to personal Information needed to perform their functions, but may not use It for other purposes, Business Transfers: As we continue to develop our business, we might eel or buy subsidiaries, or business units. In such transactions, Business and Customer Informatlon generally Is one of the transferred business assets but remalno subject to the promisee made In any pre-axisling Privacy Notice). Also, In the unlikely event that Invoice Cloud, Inc, or substantially all of Its assets are acquired, customer Informatlon will of course be one of the transferred assets. Protection of Invoicecioud.com and Others: We release account and other personal Information when we believe release is appropriate to comply with the law to enforce or apply any conditions of use, biller agreements and other agreements or to protect the rights, property, or safety of Involcecloud.com, our users, or others, This Includes exchanging Information with other companies and organizations for fraud protectlon and credit risk reduction. However, this does not Include selling, renting, sharing, or otherwise disclosing Services Data (personally Identifiable Information from customers) for commencial purposes In violation of the commitments set forth In this Privacy Policy, With Your Consent: Other than as set out above, you will receive notice when Information about you might go to third parties, and you will have an opportunity to choose not to share the Informatlon. We Use Appropriate Security Safeguards At invoice Cloud, security is a priority. Invoice Cloud employs appropriate measures, including advanced technology, to protect personal Information collected online against unauthorized access, disclosure, alteration or destruction. These measures may include, among others, encryption, physicel access security, and other appropriate technologies. Invoice Cloud revlaws and enhances its security systems, as necessary, Changes to this Privacy Policy Invoice Cloud may change this Privacy Policy at any time by posting the current policy to the Sites. Your use of the Sites constitutes acceptance of the provisions of this Privacy Policy and your continued usage after such changes are posted constitutes acceptance of each revised Privacy Policy, Contacting Us Questions regarding this Privacy Policy or the Information practices of the Company's welaslte should be directed to prlvaoy@lnvolaecioLid.com Version 2.2 August 20, 2011 Privacy Policy I Payer Terms a, Conditions I Terms 46 Conditions I Web Site Terms & Conditions I Accessibility Statement 1YhIStWBV6° Involve Cloud, Inc .02008 200O Id httn://www.invoicecic)ud.com/Drivaev.htn71 11 /19/2015 r levo Cc 'Clol By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to Initiate and execute debit/credlt entries to its checking/deposit occount(s) Indicated above at the depository financial Instltution(s) named above and to debit/credlt the some such account(s). The Biller acknowledges that the origination of ACH transactions to Its account(s) must comply with the provisions of U.S. law. This authority Is to remain In full force and effect until (1) Invoice Cloud has received written notification (by electronic or U,S, mail) from the Biller of Its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on It, but not less than 10 business days' notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid In full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mall) when a change in account number(s) or bank has occurred at which time this authorization shall apply to such new/changed account. This notification must be received within 10 business days of change, A fee will be charged for any returned ACH debits. B. By signing below, the Biller named: (1) has read, agreed to, and acknowledges receipt of the terms and conditions of the Biller Agreement, attached hereto, as well as the terms and conditions at mm,involceclaud.com/terryisandconclitions, all of which Is Incorporated herein by reference (2) certifies to Invoice Cloud that he/she Is authorized to sign this Biller Order Form; (3) certifies that all Information and documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given, Including credit references, and to obtain credit; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective date of termination as provided In the Billing Agreement; (b) agrees that Eller and each transaction submitted will be bound by the Biller Order Form and the Biller Agreement in its entirety; (7) agrees that Biller will submit transactions only In accordance with the information in this Biller Order Form and Biller Agreement and will immediately Inform Invoice Cloud, by email (contracts@involcecloud.com) If any Information In this Biller Order Form changes, The terms and conditions and this Biller Order Form, the Biller Agreement and the terms and conditions at www.invoicecloud.00m/termaondcondition constitute the entire Integrated Biller Agreement by and between Biller and Invoice Cloud. If any provision of this agreement hereunder Is held by a court of competent Jurisdiction to be Invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the Intentions of the invalid or unenforceable provislon(s), with all other provisions remaining In full force and effect. and (8) the Biller agrees and understands that outstanding sums due and owing to Invoice Cloud., will be charged daily or monthly and debited from Its current depository account. Non -sufficient funds for these debits are grounds for a change in fees or termination of this Agreement. In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the some. C. By signing below, the Biller hereby gives permission to Invoice Cloud to access his / her credit history via Trans Union, Egvifox, or other credit-reporting agency D. The Biller Order Form and the Biller Agreement will become effective only when counter -signed by Invoice Cloud and upon execution by the Biller of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF, the parties hereto have executed this Agreement as of this day1r+c" b `►may +, Accepted by biller: WO -9-0 _r.. r - Corporate Officer I Francisco Gutierrez Printed Name Finance Director_ Title Accepted by Invoice Cloud: Robert Lapides Printed Name EVP Title )Invdce,("""Joud'M Biller Order Form • •• Ownership Type:Government Biller Contacts Legal Name: City of Santa Ana • r Minerva Mancha, Treasury Services Super Address 1: 20 Civic Center Plaza Phone Number: 714-647.5442 Ext. Address 2: Email Address: mmancha@santa-ana,org City: an Ana State: Ca Zip: 92701 Hans Nialsen, Project Manager Phone# 714.647.5400 Fax #: 7146475069 Phone Number; 714.647.5442 Ext. Website URL: http://www.cl.santa-ane,ca,us/ Email Address: hnielsen@santa-ana.org Business Open Date: 1886 Pon Minerva Mancha Federal Tax ID#: Phone Number: 714-647.6442 Ext. Note: Federal Tax ID and Legal Name must match on all documents. Email Address: mmancha@santa-ana.org - Signatory Contact: Franoisco Gutierrez Title: Finance Director Phone Number: 714-647-5400 Ext, Email Address:i igu6errez@sono-ana.org Paperwork Contact: Will Holt, Treasury & Customer Services Manager, (714) 647-5456, wholt@santa-ana.org New Biller Implementation: $ 1,500 Paperless Presentment: $ 0.11 Per Item ---- -- - includes3 email notifications)-- - Biller Portal Access: $ _ 100 i Monthly IC Payment - Credit Card: $ 6.oa Per Item Additional User(s) $ 0,00 Monthly Per User IC Payment - EFT/ACH: $ 0 00 Per Item Online Bank Direct Access: $ 0.00 Choose an i'Cem. Online Bank Direct: $ 0.25 Per Item Go Mobile Gateway $ 0.00 Choose an item. Harris Go Mobile: $ 0,00 Perltem Invoice Presentment: $000 Monthly EFT/ACH Reject: $ 95,00 Per item Charge Back: $ 20,00 Per Item BILLER BAN" (MU"J"CU" V• JOED IMINESS, Cw�•Awul • • Name of Checking Account (Aspappears onchock atBankLener): City of Santa Ana Bank J. P. Morgan Address: 3 Park Plaza Fir 9 Irvine, CA 92614 Phone; 949-833-4061 Name: Depository Routing#; Account#: lions will be electronlcall da. Fees Routing#: _ Account#: nvoice an gaymen races n" fees will be electronica0v deducted from this account I nvolmceCIou 'Al Invoice Parameters Biller Order Form •,.,.9 * Y 'E Business License ®> - 11/19/20615 vaicin InParameters sheet must be complete d tar each Invoke e, In-house • ^' Non -Submitter + • • zVisa M MasterCard ® Discover ❑Amex ®EFT/ACH .. ❑EBPP ®Cloud Store ❑ Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Monthly Number of Bills: 200 Number of Cycles:nla v Number of Installments: 1 Average Invoice Amount: $300 Highest Invoice Amount: $ 30,000 Billing Months (please select the applicable months below): ❑Jan ❑Feb ❑Mar ❑Apr ❑May []Jun ❑ Jul ❑ Aug ❑ Sept ❑Oct U Nov ❑ Dec ® All Yf ❑10 -loth ❑ 1lth-20th ❑210-3T+t Biller ❑ Template ❑ Bill Print Vendor (please complete below) W-75 e an item. QTY Choose an item. Provided by: ❑Sales Rep ❑Operations Per Unit rice: $ -- -- Shipping Address: - - - - - - (If different than locatlon address) I Total Due: NONE$ Item Paid b pa er Item Paid by Biller [I Credit Card: 1 i ® Credit Interchange, fees, dues assessments ents+ Minimum Card: Authorization $ %with Y 0.20; " . 50 ! %BP ❑ EFT/ACH: $ per item EFT/ACH: $ 0,50 per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACM: $ per item • Item Paid b -payer Item Paid by Biller ❑ Credit Gard: ❑ GredIt Interchange, fees, dues assessments + % with Minimum Card: (Without Visa Acceptance) Authorization $F'+ + %BP I I ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $ Per Item EICredit Card Service Fee: $ Max Cap for Credit Cards: $ ❑ EFT/ACH: Service Fee: $ ❑ Paid by payer ❑ 1 Paid by Biller trifterocrillResIVRponse•9 JI.... .. ........ .. ___- _....i ❑ Paid by payer Service Fee + $ ❑ Paid by Biller S per item surcharge 9 M' Y tl Y 9 Business License Cloud Store requires a custom lockbox file. City will provide the exactspeolficalons for the fil7NI development is listed on page 1 ofthis BOF, , Requested: . Date; 12/14/2015 `'' ' ° Please note the above requested date is not guaranteed. The implementotlon time frame is not guaranteed subject to change and delays to workload, s stemsldata re uirements, biller coo eroNon and other factors, Ver. 2.7 ° • ' Dag License s • 1 1(19/2015 Invoicing Parameters sheet must becompleted foreachinvoice type. house °•.Non -Submitter Visa ®MasterCard ❑Discover ❑Amex ®EFT/ACH EloMonthly ❑EBPP ❑Cloud Store Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing FrequencyNumber of Bills: 2,500 Number of Cycles: t Number of Installments: 1 Average Invoice Amount: 25 Highest Invoice Amount; $ 000 Billing Months (please select the applicable months below): ❑Jan ❑Feb ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All -P ®+ ❑1st -loth ❑ 11th -20th ❑21+t -31st • + + ❑ Biller ❑ Tem late ❑ Bill Print Vendor (please complete below R + - , ose an item. Provided by: ❑ Sales Rep ❑ Operations Hardware: Choose an item. CITY 15h Per Unit Price: $ ping Address: erent than location address), $ Total Due:see i Oil p 4 0 B- + 44+ B Item Paid b a er Item Paid by Biller ❑ Credit Card: ® Credit Interchange, fees, dues assessments+ %with$ Minimum Card: Authorization $0 20, + 50, %BP 1, ❑ EFT/ACH: I $ per item ® EFT/ACH: $ 0.50 ! per item ❑ Flex Pay ACH: $F7 per Item ❑ Flex Pay ACH: $ per item Item Paid by payer Item Paid by Biller ❑ Credit Card: ❑ Credit Interchange, fees, dues assessments+ %with $ Minimum Card: (Without Visa Acceptance) Authorization $ + % 8p ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $ Per Item IVI P • - • , , - - P W W W ' • • • , • 0 ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ ❑ EFT/ACH: Service Fee: $ 11 Paid by payer [I Paid by Biller ❑ Paid by payer Service Fee + $ ❑ Paid by Biller $ per item surcharge IgAllP Claud Pay (i.e. Web services payment processing) through the City's current provider of Basic EBPP, InfoSend. _... ...2/12/2016 ..........Hans 4 < > Nielsen Please note the above requested date is not guaranteed, The implementation time frame is not guaranteed subject to change and delays to workload, systems/data requirements, biller cooperation and other factors. DocuSlgn Envelope ID: 7749OF52-CF5B-4828-AB2C-2CS9947EC058 14221 Dallas Parkway, Dallas, Texas 7S254 • 4 Northeastern Blvd, Salem, NH 03079-1952 (ki Sales Phone (603) 8968324 + Sales Fax (603) 896-8701 www.chasepaymentech.com COMPANY LEGAL NAME: City of Santa Ana TAXPAYER ID 95-6000785 REGISTERED TRADE NAME YEAR BUSINESS STARTED PHYSICAL. STREET ADDRESS: 20 C(VIC Centex Plaza NO PO BOX OR PAID MAIL BOX) CITY Santa Ana sraTe CA ZIP CODE 92701 PRIMARY CONTACT FrB nCISC0 CU11 E!YY2Z TELEPHONEN 714.647-5200 TYPE OF ENTITY []INDIVIDUAL/SOLE PROPRIE'rOR []PARTNERSHIP []CORPORATION ❑LLC* Roum Government TYPE OF OWNERSHIP; * IF LLC, TAXED AS: ❑DISREGARDED ENTITY [] PUBLIC [] PRIVATE [] NON PROPI'T [CORPORATION []PARTNERSHIP STATE OF FORMATION O,Q DATE OF FORMATION 1�1�18&6 (MM/DD/YYYY) TRADING SYMBOL FISCAL YEAR END (MM/DD/YYYY) HAS MERCHANT EVER PILED BANKRUPTCY? IF YES, WHAT CHAPTER? PILING DATE, EMERGENCE DATE: I—I YES F] NO 11 SOCIAL SECURITY BIRTHDATE NAME OR OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE ZIP CODE SIGNATURE PERCENTOWNERSNIP NAMB SOCIALSSE URITY BIRTHRATE on 11 11 STREETADDRESS I TELEPHONENUMSER CITY STATE—_---�J ZIP CODE SIGNATURE pERCENF OWNERSWP V DO YOU HAVE ANY ADDITIONAL OWNERS (NOT LISTED ABOVE) THAT HAVE 109/ OR GREATER OWNERSHIP? © YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) [] NO COMPANYPRESIDENT: I COMPANY CFO: is rHERE ANVONE NOT LISTED ABOVE WHO HA. TFIE AUTHORITY TO MAKE FINANCIAL DECISIONS OR CONTROL COMPANY POLICY ON BEHALF OFYOURLBUSION:ESF? J [] YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILT. PROVIDE)_ PRI301 of 2 Paymenteeli Contract No, 063576 DocuSign Envelops ID: 77400r52-CF6B-4626-AB2C-2CB9947ECO63 *Nate: Each Merchant is required to submit a W9 with Chir application, regardless if Paymentech will be utilizing the Submitter's TIN for IRS reporting purposes, Page 2 of 2 Paymcmerh i'Datract No. 06.3576 DocuSign Envelope ID: 77490F52-CF58-4826-AB2C-2C89947BC063 CHASE UP Paymentech SUBMITTER MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES Paymentech, LLC ("Paymentech" or "we", "us" or `burr" and the like), for itself and on behalf of JP'Morgan Chase Bank, N.A. ("Member"), is very excited about the opportunity to join Invoice Cloud, Inc. in providing you with state-of-the-art payment processing services. When your Customers pay you through Invoice Cloud, hac., you may be the recipient of a Card. waded paymont. The organizations that operate these Card systems (such as Visa U.S.A„ Inc, and MasterCard International Incorporated; collectively, the "Payluent Brands") require. that you (i) enter into a direct contractual relationship with an entity that is a member of the Payment Brand and (ii) agree to comply with Payment Brand Rules as they pertain to applicable, Card Transaction you submit through Invoice Cloud, Inc- You are also required to ,till out an Application with Paymentech, The Application provides Paymentech with informa'tio'n rotative to your processing practices and expectations. By executing this document, you are fultil1ing the Payment Brand Rule of entering into a direct contractual relationship with a member, and you are agreeing to comply with Payment Brand Rules as they pertain to Transactions you submit for processing through the Invoice Claud, Inc. service. We understand and acknowledge that you have contracted with Invoice Cloud, Inc. to obtain Card processing services on .your behalf and that Invoice Cloud, Inc, may have agreed to be responsible for your obligations to us for such Transactions and as set Forth is these guidelines. The following information is designed to inform said assist you as we begin our relationship, 1. Your Aecenrariceof'Cgrrls • You agree to comply with all Payment Brand Rules, as may be applicable to you and In effect from time to time. You understand that we may be required to modify these Instructions and guidelines in order to comply with requirements imposed by the Payment Brands, • In offering payment Options to your customers, you may elect any one of the following options. These acceptance options above apply only to domestic transactions; (1) Accept rill types of Visa and MasterCard cards, including consumer credit and debit/uheck cards, and commercial credit and debit/check cards; (2) Accept on(j, Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all consumer credit cards (but not consurner debit/check cards) and all commercial card products, including business debit/check cards); or (3) Accept ora4y Visa and MasterCard consumer debit/check cards (If you select 'dais option, you must accept all consumer debit/chock card products (bun not business dcbit/eheck cards) and refuse to accept any kind of credit cards), • If you choose to limit the types of Visa and MasterCard cards you accept, you must display appropriate signage to indicate acceptance of the limited acceptance category you have. selected (that is, accept only debit/check card products or only credit and conunercial products). • For recurring transactions, you must obtain a written request or similar authe'nt'ication 'front your Customer for tile goods and/or services to be charged to the Customer's Card, specifying the frequency of the recurring charge and the duration of time during which such charges may be made, 2, Se le eenl • Upon our receipt of your Transactions, we will process your Transactions to facilitate Lite funds 'transfer between the various Payment Brands, you and Invcice Cloud, Inc.. Unless otherwise agreed to by the parties, after we receive credit for such Transactions, we will provide provisional credit to one or more of the 'Bank Account(s) you designate herein under the "Funding Schedule" section. • You must not submit 'transactions for payment until the goods are delivered, shipped, or the services are performed. IF a Customer disputes being charged for raorchatidiso or services before receiving them, the result may be a Chargeback to you. 3. Chaueboclrs • You may receive a Chargeback for a number of reasons. 'The following are some of the most common reasons for Chargebacks, but in no way is this meant to be ata exhaustive list of all Chargeh ack reasons: (1) You do not issue a refund to a Customer upon rino return Ornon-del !very of goods or services; (2) An authorization/approval code was required and not obtained; DocuSign Envelope 113: 7740OF52-CF5B•4826-A82C-2CB9647EC063 (3) The Transaction was ftaudulent; (4) The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a sot -off, defense or counterclahn; or (5) The Customer refuses to make payment for a Card, sale because in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner. 4, DgtUSecurtirand l'rty • By signing below, you represent to us that you do not have access to any Card Information (such as the Customer's primary account number, expiration date, security code or personal identifcallon number) and you will not request access to such Card information from invoice Cloud, Inc.. In the event that you do happen to receive Card Information in connection with the processing services provided by Invoice Cloud, hic. or Paymentech under those guidelines, you agree that you will not use it for any fraudulent purpose or in violation of any Payment Brands or applicable law and you will comply with all applicable Payment Brand Rules and Security Standards. If at any time you believe that Card Information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance with all Security Standards that are applicable to you and which may be published from time tc time by the Payment Brands, If any Payment Brand requires an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Clad Information other than for the solo Purpose of completing the Transaction authorized by the Customer for which the information was provided to you, or as specifically allowed by Payment Brand, Rules, or required by law. In the event of your failure, including bankruptcy, insolvency or other suspension of business operations, you shall not sell, transfer or disclose any materials that contain Transaction informatiotn or Card information to third parties. S. FuiprttrzL>.Scherdule • In order to receive fonds from Paymentech, you must maintain one or more bank account(s) at a bank that is a member of the Automated Clearing House ("ACH") system and the Federal Reserve wire system (the "Bank Account"). You must designate at least one Bank Account for the deposit and settlement of fonds and the debit of any fees and costs associated with Paymentech's processing of the Transactions (all such designated Bank Accounts shall be collectively referred to herein as the "Settlement Account"). You authorize Paymentech to initiate electronic credit and debit entries and adjusts eats to your Settlement. Account in accordance with this Section 5. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third patties, including but not limited to delays or errors by the Payment Brands or your bank. • Unless otherwise agreed to by the parties, the proceeds payable to the Settlement Account shall be equal to the amounts received by as in respect of your Card transactions less all Chargebacks, Customer refunds and other applicable charges, Such amounts will be paid into the Settlement Account promptly following our receipt of the funds. If the proceeds payable to the Settlement Account do not represent sufficient credits, or the Settlement Account does not have a sufficient balance to pay amounts due from You under these guidelines, we may pursue one or more of the'followiag options: (i) demand and receive imm,adia'te payment for such amounts; (ii) debit a Barfly Account for the amount of the negative balance; (ili) withhold settlement: payments to the Settlement Account until all amounts are paid, (lv) delay presentation of refunds until a payment is made to as of a sufficient amount to cover the negative balance, and (v) pursue any remedies we may have at law or in equity_ • Unless and until we receive written instructions from you to the contrary, all amounts payable by Paymentech to you wit] be deposited lin the Settlement Account designated and authorized by you as set forth below: Nance of'Bealc S.P. Morgan ABA No.: 322271627 Account No.: 935309500 Account Name: City of Santa Are Reference: — DocuSlgn Envelope 10: 77400F52-CF5B-4928-AB2C-2CB9947EC003 6, l}7n'ttrrns "Applirntlna" is a statement of your financialcondition, it description of the Cduaructeristics of your business or organization, and related information you have previously or concul'Icully submitted to us, including cro:dit and financial infornattitm. "Curd' is anaucount, or evidence of an accouot, authorized and established between a CUShlmer and a Payment Brand, or representatives or members of a Payment Brand that you accept from C'uslomers as payment for a good or service. Payment lnstrurrunts include, but are not limited to, credit and debit cards, stored value tarda, loyally cards, C100mnlc gift cards, authorized accoual: or accvss naaulaers, paper ccoificatcy and credit acaoamts, "CharBeback" is a reversal of a Trmisaotion you previously presented to Paymentech pursuant to Payment Brand Rules. "Customer" is the person or cutily to whom a Card is issued m• who is otherwise authorized to use a Payment [nstru.thtatht. "Hembw' is RMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymenlc0i as required by all applicable Payment Brand. Your acceptance of Payment Brand products is extended by the Mcniber. "Payment BranrP' is arty payment method provider wiruse payntenl method is accepted by Paynrentech for processing, including, but not Limited to, Visa, U,S.A., Inc., MasterCard International, Ina., Discover Financial Services, LLC and other credit such debit card providers, debit network providers, gilt card and other stored value and loyalty program providers. Payment Br%lid also includes the payment Card industry Security Standards Council. "Paymew Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Payment Brands. "Card Information" is information related to a Customer or the C'ustomer's Card, that is obtained by you or Invoice C.'load, Inc. from the Customer's Card, or from the Customer in eontaection with, his or her use of Card (Far example a security code, a. PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account ntanbor and expiration date, the Customer's name or date of birth, PIN data, security code data (such as C'VV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thorcon, or magnetically, electronically or otherwise stored thereon, "Pity,nenrecfr", "toe" 'bur", and "as" is Payrnentech, CLC, a Delaware limited liability company, having its principal office at. 14221 Dallas Parkway, Dallas,'Pexas 75254, "Security standards" are all rules, regulations, standards or guidelines adoplccl or required by the Payment Brands or the Paymcut Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handlitag of Psymont Instrument htformation, i sdudiug but not limited to the Payment Card Industry Data Seettrity Standards ("PCI OSS"), Visa's Cardholder Informatiou Security Program CUSP"), Disoover's Information Security & Compliance Program, American Express's Data Security Operating Policy, Ma wC2rd's Site Data Protection Program (''SDP"), Visa's Payment Application Best Prttutices ("PABP"), the Payment Card Industry's Payment Application Data Security Standard ("PA DST'), MasterCard's POS Terminal Security programand tae Payment Card Irdustry PIN Entry Deviw, Standard, in each eaac as they may be amended from time to time. "T'ran'saction" is a transection conducted between a Customer and you utilizing a Card In which consideration is exchanged between the Customer and you. Please acknowledge your receipt of these instructions and guidelines andyour agreement to comply therewith, Agreed and Accepted by: C_Itynf Santa Ana MEM [ANT LC:CAI. NAMU(Pnnl. or Type) W 20 C1v:Le Center PlaAzta, Santa_ATia,__CA Atdreas (Print a Type) By (authmiyed signature) 1'r.sncisco Gutierrez, Flrtunce Director By. Name title(Pdnt 01 Typo) ---"__T.�.. Cube Agreed and Accepted by: PA'YNEN'11121-I, LLC for il'setf and on behalf of .IPMQRCMC�-IAb;E BANK, N.A. 9701 " e ea 46F69CF2FACF4JE... Print Name: Title Vice PresidenCredit nneratiorts December 11, 2015 ,A�Idts 4 Northeastern Boulevard Sarlem,.jJi�I03079 Revel: 14 DocuSign rnvelope ID: 77490F52-CF6B-4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. �+ TM For Transactions for: City of Santa Ana CHASE SPaymentechl Schedule A to Merchant Agreement Visa Settled Transactions See Volume Schedule MasterCard Settled Transactions See Volume Schedule American Express Conveyed Transactions No Charge Diners Settled Transactions See Volume Schedule Discover Settled Transactions Sae Volume Schedule JCB Settled Transactions No Charge " Visa, MasterCard, Diners, Discover, JCB Settled Chargeback Processed or Represented $7.00 Visa, MasterCard, Diners, Discover, JCB Collection, Pre -Arbitration or Compliance Visa Authorizations See Volume Schedule MasterCard Authorizations See Volume Schedule American Express Authorizations See Volume Schedule Diners Authorizations See Volume Schedule Discover Authorizations See Volume Schedule JCR Authorizations See Volume Schedule Visa Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule MasterCard Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule $.50 $ 90 Audio Response Unit Authorization — Charged when voice suth is handled by automated system %toios Authorization - Charged when you call the Voice Auth phone number to authorize a credif card Voice AVS Request - Charged to speak to voice operator for each Voice Address Verification Ye Jnt __ $ gD ___ Voice Authorization Reversal - Charged for each voice authorization reversal $.90T Voice AVS Authorization - Charged per each voice Address Verification Service authorization _ $4.76 Voice Operator Assist -Charged for each voice operator assistance $175'_ " Visa, MasterCard, Diners, Discover, JCB Settled Chargeback Processed or Represented $7.00 Visa, MasterCard, Diners, Discover, JCB Collection, Pre -Arbitration or Compliance $10.00 inrernar r•aymenreG.y7 vseynN: Pov 07/15 Paymentech Contract No,: 063576 _ Page 1 of 4 Date: 8/312019 DocuSign Envelope ID: 77400r52-Cr5B-4826-AB2C-2CG9947ECO63 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions Aar: City of Santa Ana Dejected Transactlon 1 $.03 Paymentech Gateway Transaction 1 $.01 DOoaSlgn Envelope ID: 77490F52-CF5B-4626-AB2C-2069947EC063 Schedule A to MercltantAgreenaent For Transactions for! City of Santa Ana Merchant Narne: Invoice Cloud, Inc. ❑xernar rO II> ILUII van vnrr Rev O7/15 Paymentech Contract No.: 003676 Page 3 of 4 Date: 8/3/2015 Charged on MasterCard Gross Sales voluma. See MC Acquiring License Fee" Additional information under Payment Brand Fees004% below. MC Digital Enabiement/Card Not Present Charged on MasterCard Card Not Present Gross Sales ,010% Fee volume, Charged by Discover on all authorizations for card Discover Network Authorization Fee transactions that are settled through the Discover $.0025 Network MC AVS Auth Access Fee - Card Present Charged by MasterCard when a merchant uses the $,01 address verification service to validate a cardholder MC AVS Auth Access Fee -card not present address $.01 Charged by MasterCard when an authorization is MC Auth Access Fee reversed or the authorization Is provided by MasterCard $.005 if the card Issuer is not available Charged by MasterCard when a merchant submits the MC Card Validation Code 2 Fee Card Validation Code 2 (CVC2) In an authorization $.0025 request MC Account Status Fee - Intra -regional Charged by MasterCard or Visa when a merchant uses $0.025 MC Account Status Fee - Inter -regional _ $0.03 Visa Zero $ Acct Verification Fee this service to do an inquiry that a card number is valid $U25 MC Zero $ Acct Verification Fee No Charge MC Processing Integrity Fere _ Charged when a card is authorized but not deposited and the authorizatlon is not reversed in a timely manner $0.055 Visa Misuse of Authorization Fee $0,048 Visa zero floor limit fee Charged when a transaction Is deposited but never $0.10 authorized _ Visa Transaction Integrity Fee Applies to Visa signature debit cards that don't quality $0.10 for CPS MasterCard Cross Border Assessment_ Charged by MasterCard, Visa, Discover, Diners and JCB on foreign bank issued cards 0,40% Visa International Service Assessment 0.40% Discover, Diners, & JCB International Service Fee .55% Visa Interregional IAF Fee (other Moes) Additional fee charged by Visa, Discover, Diners and JCB on foreign bank issued cards 45% Visa Interregional IAF Fee (high rlskhMCC's) .90% MC International Support Fee .85% Discover, Diners, & JCB International Processing Fee 40% Visa Partial Auth Non -Participation Fee Applies to Petroleum merchants using automated fuel $0.01 pumps ❑xernar rO II> ILUII van vnrr Rev O7/15 Paymentech Contract No.: 003676 Page 3 of 4 Date: 8/3/2015 DocuSign Envelope 10: 77490F52-CF5B-4826-A82C-2089947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Santa Ana PayLnent Brand Fees A substantial amount of the fees that we charge for processing Transactions consists of charges that we must pay to the Payment Brands and card issuing banks (or that are otherwise charged to us by the Payment Brands and card issuing banks) under the Payment Brand Rules. Those charges (collectively referred to in this Schedule A as "Payment Brand Fees") Include, but are not limited to, interchange, assessments, file transmission fees, processing fees, network access foes, and cross border fees. Whether a particular Payment Brand Fee applies is based on several factors, like the type of payment Instrument presented, specific Information contained within the Transaction, how and when the Transaction is processed, and the merchant's domicile and industry. Please note that Paymentech may, from time to time, elect not to charge you for certain existing, new or Increased Payment Brand Fees. If we elect not to charga you, we still reserve the right to begin charging you for existing, new or Increased Payment Brand Fees at any time in the future, upon notice to you. No such Payment Brand Fees will be imposed retroactively. Additional information about significant Payment Brand Fees (Interchange and Assessments), can be found at: www chasepaymontech cam/inte,rehaiige, and assessment understand'ma html *MasterCard assesses the MasterCard Acquiring License Fee annually to each Acquirer based on the total annual volume of MasterCard -branded sales (excluding Maestro PIN debit volume) of its U.S. domiciled merchants. To fairly distribute the fee across all Psymentach MasterCard -accepting merchants, a rate of .004% will be applied to all of your MasterCard gross sales transactions. Amount due upon Termination In addition to the other amounts due under this Agreement (Including without limitation, the fees and charges described in this Schedule A), you may owe an amount in the event you terminate this Agreement. Whether you wlli owe that amount, and how much you will owe, wil! be determined in accordance with the terms of the Agreement, including, without limitation, the "Termination" section, Tier 1 First 1,000,000 1 — 1,000,000 $,03 .05% $.03 $.10 Tier 2 Next 9,000,000 1,000,001 — 10,000,000 $.02 .03% $.02 _ $,06 "Fier3 Over 200, 000 10,000,001 -k $.0'I � .02% $.01 $.035 The above grid applies to Bank Card, Discover, and Diners transactions beginning as of the date of the first submission of Bank Card Transactions to Paymentsch and continues for the term of the Agreement. We agree to rebate fees only In the case where we fail to reduce the transaction fee when Merchant's volume reaches the next grid level. Inrel'/ral raymelllyull l/Sa l.Jfj L ROVQ7115 Paymentech Contract No.: 063576 Page 4 of 4 Date: 8/3/2015 CHASE d A Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079-1952 . www,chasepaymentech.com Phone: (603) 896-6000 . Fax: (603) 896.8715 . Merchant—Services@ChasePayrnentech.com PclymeTltech Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 12(14/15 SECTION V COMPANY/CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name. Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Cther (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert Lapides EVP (Print Name) (Title) verify that the account set-up information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. CTION 2; 0l1SIN1 $ UNIT(If .Oiui name) Parent Business Unit up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit #: ECTION:3c NN -01'K (lfnaw:kaal);/ section 9) If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?[] Yes or ❑No It no, a new FTl will be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 1 NewDivisionSetup/cboo CHASE / Merchant Services + 4 Northeastern Boulevard, Salem, NH 03079.1952 +www.chasepaymentech.com + Payt ent ch Phone: (603) 896-6000 • Fax: (603) 896-8715 . Merchant_Services@ChasePaymentech.com SECTION 4: 1099 K CONTACT I N FO RMATIO N (w-9 required if new Us entity and/or taxpayer ID, W-8 required for Canadian entities) Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez 1099K Contact email address : fgutierrez@santa-ana.org _ This Is the contact that will receive the 1099K mailing to the address listed on the W-9 supplied (only required if different than Corporate) SECTION 4a. TRANSACTION DIVISION Division Name: City of Santa Ana - Business License (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: us '** If using our Cross Currency Product -- please provide both the Presentment and the Settlement Currencies The following field appears on the customer's statement and identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product Information by an asterisk (*), which must appear In the 4th. Bin or 13th position, The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL Instead of Customer Service Phone If not processing any Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): C I i I t I y o I f S a in t a A n a (22 bytes) Customer Service Phone #: 7 1 4 - 6 4 7 5 4 0 0 (13 bytes) (Required for Mail Order or Recurring) City: (Required for Retail) (13 bytes) URL: (optional, If phone# provided above) (13 bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, PO Boxes not acceptable) � City: Santa Ana State/Prov: FC A Zip Code (US): 9 2 7 0 (For Retail -City above must match City Location) Postal Code (Intl): [_1_T7—IPostal Code (Can); (5 bytes) (State/Province and Postal/Zip codes must match the address given above) Product/Service D escriptio n (Enter product description, i.e. clothing, g I u s books, membership) Publication Descriptor (Please provide only if required by yoursubmilter): Avg. Trans. $ Amt: 380 Avg, # Trans./Yr: 240 Projected Refund % 10 BPS How do you market this product? (Check oniv those that apply to this division) ❑ Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ Mail/Phone(Marketing Material Required) ® I nternet(Please provide your URL): http:// www.involcecloud.com/santa- ana Ifinternet is selected and the website Is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: ❑ SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure, Le., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes []No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S, dollars or established international currency equivalent per transaction) (Approval will be required for any temporary or permanent Increases to this ceiling limit). Please check the consumer's payment option for this division: (Select only one): ®Single payment ❑Installment payments []Deferred payments ❑Recurring (transactions managedbymorchanNsubmitter) Rev11/18110 2 NeWDIVlslonSetup/cboo CHASE 000 Merchant Services • 4 Northeastern Boulevard, Salem, Mid 03079-1952 . www.chasepaymentech,com Paymentech Phone: (603) 896.6000 • Fax: (603) 896-8715 . Merchant—Services@ChasePaymentech.com Please check below if applicable: E Bill Payment (A Blll Payment transaction is a transaction for an ongoing service/billing cycle that is known and agreed upon in advance by the merchant and cardholder. i.e. Membership or Insurance, etc,) Do you stock product? ❑ Yes E No Do you provide custom orders at time of sale? ❑ Yes E No Do you own the product at the time of sale? ® Yes ❑ No Do you drop ship the product? ❑ Yes ® No If yes, what %: Are you filling your own merchandise orders? E Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # SECTION 5: CHARGEBACK CONTACT: (required) IQA (Managerlsupervisor— one who assigns work to MCAs) (Required for retell and Discover) MRQA (Menager/supervisor— one who assigns work to MRAs) NOTE: This contact may receive any exception documents that may need to be mailed or'faxed, if not participating 1n Chargeback Mana; sment this will be the defaultcontact for Char ebaok Mallin ; second contastWill not dere uired Location: ❑ Merchant E Submitter ❑ Fulfillment (check ono) If Submitter/Fulfillment, Name: E Mr, ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: jmorabito@invoicecloud,com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both E ? Account Masking for this contact? E Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes ENo If yes, provide User ID: CHARGEBACK CONTACT(requiladl) MCA (Merchant Ohprgebac( AOIyst—ane whp works the chargebeck"s) fRaqutred fcrretell'a D&OOvod MRA ((Morottrant Retrieval Ah*if— whrl works the retrievals) ® Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Revl l/18/10 3 NeWDivIslonSetup/cboo CHASE CO Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.oliasepaymentecli.com Phone: (603) 895.6000 • Fax: (603) 896.8715 a Merchant-Services@ChasePaymentech.com lea tyy�°te8°p'9:�?aC SECTIONS: PRODUCTS & SERVICES Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (For information on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default Is 3lfleft blank) # of days between attempts: _ (Default Is 3 if left blank) Output Options: ❑ Total (recommandedi ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only, Canada & UK Only): ❑Submitting or []Extracting (if extracting Indicate # of pays: _ (1.180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required $ =TION ?. METHODS OF PAYMENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch S010 (UK domicile and GSR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes - for example - HRS Household - Please provide Credit Plan #) ® Discover (conveyed only) (US only) SE# (15 bytes) ❑ American Express (conveyed) SE# (10 bytes) As a rule: (US SE should begin with "1-6", International SE should begin with a "9", Canadian SE should begin with a "93", International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on your American L"xpress cardholder statement)(Atl other card types use descriptor in Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you supoort American_Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) ® Electronic Check Processing Parameter (US and Canadian only) Company Name: C 11 1 t I y o I f I I S a I n I t I a A n a (16 bytes) Item Description: I s I e (10 bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is °1• How do you obtain authorization from consumers? (Select only one) ❑ Written consent ❑ Telephone E Internet ECP Maximum Sale (If blank, these amounts will derault to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) _ (Approval will be required for any temporary or permanent Increases to this telling limit). Revl1/18/10 4 NewDivisionSetup/cboo CHASEC� Merchant Services .4Northeastern Boulevard. Salem, NH03079.1952+ www,chasepayniontech.com Paymentech Phone: (603) 896-6000 . Fax: (603) 896-8715 • Merchant Sarvices@ChasePaymentech.com SECTION 7: METH33AS of PAYMENT continued ❑PINlessDebit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only,) PIN BASED DEBIT Requires a PIN Pad — please complete section 8, Item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Glft Card (U.S, only) ❑ Bill Me Later® payment option (US only) ❑ European Direct Debit For EURO only: Valid only for Euro currency divisions Descriptor (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: Valid only for GBP currency divisions) Descriptor (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default Is "I" ❑ PaVPal (Valid for us currency onty) Payer Email Address: (32 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer amail address.) Customer Service Email Address: (127 character lirrrit) Primary Contact Name: Phone: Email: Descriptor P I A I Y P A L* (18 bytes) Business Name: Customer Service Phone# (Optional) (75 character limit and must not contain the following characters &, s, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(Include http:) ❑ Other AvgSransaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: (the method by which you (the merchant) will authenticate your customer with PayPal — you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is Involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchants location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18110 5 NewDIVIsIonSetun/cboo CHASE 0" Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NI -1 03079.1952 • www,cliasepaymetitech.com Phone: (603) 896-6000. Fax: (603) 896-8715 . Merchant_Seivlces@ChasePaymentech.com SECTION 8; PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (i,a. fulfillment co. orEcommerceprovider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? [:]Yes ® No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? *If this Is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact`: Tony Cordova UserlD (If existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com *Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM or ❑ PM To meet 10 ET Host window, this should beset no later than Bpm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Profile Management required? ❑Yes or ®No Level of access: ❑ Merchant or ❑ Chain (select one, default Is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is B) # of Days between attempts: ❑ 3. Will you be using: ❑ Paypal/Verisign ❑ CyberSource ❑ 4. Will you be using the iTerminal? (retail divisions only) Primary Contact": UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): *Primary contact must be the merchant contact for security needs. Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than spm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle tima is based in tha merchant time zone, (US time zones only) Magtek Reader Needed? ❑Yes ❑No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (If Yes, Magtek Readers are purchase only) ( iTerminal is only certified to utilize the above PlnPads and are purchase only) Rev11/18/10 6 New Division/cboo CHASE l Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1962 • www.chasepaymentech.com PaYmentech Phone: (603) 896-6000 • Fax; (603) 896.8715 • Merchant_Services@ChasePaymenteoh.com SECTION 8: PROCESSING METHOD (oontfnuiedl ❑ S. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect❑ (If NetConnect see requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(far PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection -- Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Equipment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) If purchase or rent, date needed by: ❑ Use existing equipment? ❑ Yes ❑ No Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (If NetConnect see requirement below) NetConnect Contact Name: _ Email address: Userld if existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions [] Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # (if different then Store Phone #) Equipment/Kits/Imprinters Ship To Address (if differentthan store location) Please ensures contact will be available to accept shipment: Street Address: City: State/Prov: Ship to contact's phone#; Store Opening Date: Dial Out Prefix (9,8,5): Attention to: Default will be Store Manager Zip/Postal Code: Ship to contact's email: Special Requirements: Country: Do you require a"re-program" kit? (overlay, quick reference guide, etc) Yes[] No❑ Do you require an Imprinter? ❑Yes []No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes❑ No❑ Rev11/18/10 7 New Division/oboo CHASE i Pikyrrientech Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 896.8000 . Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Note- When eeftinrr un muitinla hank anrmrnten/aria rmmninfa a <anarafa form for aarh SECTION 9: BANK ACCOUNT INFORMATION Check only one Settlement Currency in which we Deposit Complete all sections of the 7 opflons will fund to you (Country where your Bank Acct listed: below. 1 2 Resides) (ABA #) Option #1 USD USA A, E See section A Note section Option #2 ❑ CAD CAN B1 to B3 E Option #3 USD CAN B1 to B3 D3, D4, E Option #4 ❑ USD Int'I 01 to C3, D1, D3, D4, E (list country funds are being deposited in (Swift Code: (8 to 11 bytes) Please Note: Swift code is required if your division Is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#/Boutin #. Special Wire Instructions: 60 bytes) Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlement currency ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E ❑NZD, ❑ZAR, ❑USD Int'I (list country funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN B1 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, NZD ❑ZAR Svftn A US BANK ACCOUNT INrr-oRmAnQN select only one method of transfer ® ACH Transfer 3 2 2 2 7 1 16 1 2 7 (ABA #) ❑ Wire Transfer (See Note) (FedwireWRouting #) ❑ Swift Transfer (Soo Note) (Swift Code: (8 to 11 bytes) Please Note: Swift code is required if your division Is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#/Boutin #. Special Wire Instructions: 60 bytes) Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States 131 Institution Number;—Jr+�EFT Branch Transit Number: B2 Swift Code: (8 to 11 bytes) 1 1 1 1 1 1 (required if settlement is USD) B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: Province: ❑ Checking OR ❑ Savings Postal Code: Country: Canada Rev11/18/10 8 New Division/cboo CHASE 0,` Merchant Services . 4 Northeastern Boulevard, Salam, NH 03079-1952 • www.chasepaymenteoh.oom Pa ym Phone: (003) 896.8000 • Fax: (603) 896.8715 * Merchant_Services@ChasePaymentech.com entech Section G: FINAL DESTINATION BANK Account Whsre Your Funds are De osited C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain Only) C3 IRAN/Bank Account# Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 bytes) Section D. INTBRMEDIARYICLBARING BANK ACCGIUNT CNFOaMATIoN, -Note: For paposits goingthrough J.P. Mar on C ase in Lpn n lritermsdia is nat,re ulred.:'Com IeteSoction "C'. only 01 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Section 8:; Sign oture "On behalf of City of Santa Ana I, Francisco GutictTez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to transfer funds accordingly." _kw Y� i Finance Director \� t2''— Authorized Signature* Title Date (*Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. -------------- ATTACH VIDE® CHECK HERE -._.- ------------------------------- ------------ --------------------- ----------------------- Rav11/18/10 9 New Divlslon/cboo CHASE 0"' Paymentech Merchant Services • 4 Northeastern BOLIIOvard, Salem, NH 03079.1952 . www.chasepaymentach.00m Phone: (603) 896.6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymeotach.com SECTION 10; REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-258-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@invoicecloud.com (username @domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-258-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@!nvoicecloud.com (username@dornaln. com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? []Yes ❑No If yes, who? rpdItiipnal llsrs; please;raNxrriif gtlditionat ftrtt 1, Robert Lapides EVP verify that the (Print Name) (Title)" contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or thl Report Center. Signatufea ��„ ,�� *(must be s gned Executive or Financial Contact) Rev11/18/10 10 New Division/cboo CHASE 40 Merchant Services + 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasspaymentech.com . Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 2/12/15 SECTION 1: COMPANYMONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud,com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned E affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) l Robert Lapides EVP (Print Name) (Title) verify that the account set-up Information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. CTIQN g, BC$lN 0$$'UNl°1 (iFdlffer riffp d /stp n r ). Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit M $ECTN'G NDN 1 FQ'K; 11'NLif rtetrk d in e 5ectfon°;9) _ If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentoch? ❑ Yes or []No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be leposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTi)?❑ Yes or ❑No lino, a now FTI will be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 1 NewDivisionSetup/oboo CHASE ill Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymentech,com Payrnelitech Phone: (603) 896-6000 • Fax: (603) 896.8715 • Merchant_Services@ChasePaymentech.com SECTION 4: 1099K CONTACT INFORMATION (II required ifnew USentityand/or taxpayer ID, WSrequlredfor Canadian Transaction Division's Taxpayer ID #/No. 95.6000785 Same as Corporate Yes ❑ No 1099K Contact Name This Is the contact It Francisco Gutierrez 1099K Contact email address : fgutierrez@santa-ana.org Division Name: City of Santa Ana - Dog License (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: us Settlement: US **` If using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following Feld appears on the customer's statement and identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name, it must be separated from product information by an asterisk (*), which must appear In the 4th, 8th or 13th position The asterisk cannot be used for Retail Merchants. Internet service providers, e-wmmerce merchants may utilize a URL instead of Customer Service Phone If not processing any Mall -order transactions (URL must only be 13 bytes) Cardholder Descriptor (Forall card types with the exception of American Express): e » G i t y o f S a In t a A n I a I 1 1 (22 bytes) Customer Service Phone #: 7 1 4 6 4 7 5 4 0 0 (13 bytes) (Required for Mall Order or Recurring) City: (Required for Retail) (13 bytes) URL: (optional, If phone# provided above) 4-1 4 (13 bytes) Division Location Address: 20 Civic Center Plaza, Country: USA (Must be a street. address, PO Boxes not acceptable) Ctty: SantaAna StafelProv: C A Zip Code (US): EEaT77o 1 (For Retail -City above must match City Location) Postal Code (Intl): I � I I I Postal Code (Can): (6 bytes) (State/Province and PostallLlp codes must match the address given above) Product/Service Description (Enter product description, to clothing, D0 g L 1 c e n S e books, membership) Publication Descriptor (Please provide on/yif required by your submitter): E� Avg. Trans. $ Amt: 25 Avg. # Trans./Yr: 3000 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): El Retail ❑Mail/Phone(MarketingMaterial Required) ®Internet(Pleaseprovide your URL)rhttp:// wwwlnvoicecloud.com/santa- ana If internet is selected and the wobsito is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If internet, please advise: Select one: ® SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure, i.e„ will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes ❑No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) (Approval will be required for any temporary of permanent Increases to this ceiling limp). Please check the consumer's payment option for this division: (Select only one): ®Single payment []Installment payments ❑Deferred payments ❑Recurring (transactions managed by merchantisubmitter) Rev11 /18/10 2 NewDivlslonSetup/cboo CHASE CF Merchant Services - 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymentech.com + Paymentech Phone: (603) 896-6000 - Fax: (603) 896.8715 + Marchant—Services@ChasePaymentech.com 4: Please check below if applicable: M Bill Payment (A Bill Payment transaction is a transaction loran ongoing service/billing cycle that is known and agreed upon In advance by the merchant and cardholder, i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes M No Do you provide custom orders at time of sale? ❑ Yes M No Do you own the product at the time of sale? M Yes ❑ No Do you drop ship the product? ❑ Yes M No If yes, what %: Are you filling your own merchandise orders? M Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # : SECTION Sil CHARGEBACKCONTACT: (required) IQA(Manager/eupenvisor-one who assigns work toMCAs) (Required for retail and Discover) MRQA (Manager/supervisor= one who assigns work to MRAs) NOTE: This contact may receive, any exception documents that may;: need tc be mailed or faxed, if not participating in Chargeback Management this will be the default contact for Chat ebaok Mallin second mret ct will not be required)' Location: ❑ Merchant ® Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: M Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title; GTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: jmorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna Si VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both M ? Account Masking for this contact? M Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes MNo If yes, provide User ID: CHARG&ACK CQNTACM (required) MCA (Merchant Chargeback Analyst one who works the chargeback's) Mequilred fbr ivlatl and Discover) MRA Merchant Retrieval Andlyst— qne who`works the _retrievals M Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulflllment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: _ Zip/Postal Code: Country: Will this contact require access to: Transaction History [❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes []No If yes, provide User ID: Ravi 1/18/10 3 NewDivisienSetup/cboo CHASE 90 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.cliasepaymentach.comPaymentech . Phone: (603) 896.6000. Fax: (603) 896-8715 - Merchant_Services@ChasePaymentech.eom SECTION 6� PROD'UCT a & SERVICES Please Indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (Forinformation on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: _ ____. (Default is 3 if loft blank) # of days between attempts: ^ (Default Is 3 I left blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only. Canada & UK Only): []Submitting or ❑Extracting (if extracting Indicate # of Days: (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required UCTI6N 7; mii OF PAYMENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and caR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address In the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) © Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes— for example — HRS Household — Please provide Credit Plan #) ®Discover (conveyed only) (us only) SE# I I I I I (15 bytes) ❑ American Express(conveyed) SE# (10 bytes) As a rule: (US SE should begin with "1.8", International SE should begin with a "9", Canadian SE should begin with a "93 International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on your American Express cardholder statement)(Allother card types use descriptor in Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: _ (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) Aggregator Petroleum ❑ or Neither ❑ ® Electronic Check Processing Parameter (US and Canadian only) Company Name: I o f S a I In I t I a I A In Tia(16 bytes) Item Description: D I o I g L I i c e n is (10 bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (us only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is "I" How do you obtain authorization from consumers? (Select onlyone) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only If the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) (Approval will be required for any temporary or permanent increases to this ceiling limit). ROO 1/18110 4 NewDivislonSetup/cboo CHASE 0 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Payme t"pttERrsW h Phone: (603) 896.6000 • Fax: (603) 896.8715. Marchant_Servloes@ChasePaymentech.com SECTION is METHODS OF PAYMENT (continued) (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only) PIN BASED DEBIT Requires a PIN Pad - please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Intarlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ Bill Me Later® payment option (US only) ❑ European Direct Debit For EURO only: valid only for Euro currency divisions Descriptor (18 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: valid only for GBP currency divisions) Descriptor I I I I I 1= (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is °1" ❑ PEay,Pal (valid for US curienry only) Payer Email Address: (92 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : I P I A Y P A L* (18 bytes) Business Name: Customer Service Phone# (optional) (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(Include http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: Authentication Method: the method by which you (the merchant) will authenticate your customer with PayPal - you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchant's location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18/10 6 NewDivlsionSetup/cboo CHASE 0' Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1962 . www.chasepaymentach,com Phone; (603) 896-6000. Fax: (603) 896.8716. Merchant_Services@ChasePaymentech,com SECTION8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (I.e. fulfillment co. or Ecommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1, Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? ❑ Yes ® No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? "If this is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UserlD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com *Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based In the merchant time zone. (US time zones only) Profile Management required? [ Yes or ®No Level of access: ❑ Merchant or ❑ Chain (select one, default Is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (oefault is 3) # of Days between attempts: ❑ 8. Will you be using: ❑ PaypallVerislgn ❑ CyberSource ❑ 4. Will you be using the ITerminal? (retail divisions only) Primary Contact UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): *Primary contact must be the merchant contact for security needs. Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes ❑No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (If Yes, Magtek Readers are purchase only) fferminalls only certified to utilize the above PlnPads and are purchase only) Rev11 /18/10 6 New Division/oboo CHASE�`Y'" M1r� Merchant Services +4 Northeastern Boulevard, Salem, NH 03079.1962 +www.chasepaymentech.com + Parma @& ech Phone: (603) 896.6000 + Fax: (603) 898-8715 + Merchant_ServicesQChasePaymentech.com 171 ❑ 5. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConneot ❑ (If NetConnect see requirements below) If NetConnect; Where is your software hosted/configured? Corporate location[] or Division location[] NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Equipment/Terminals: WIII you ❑ Purchase? ❑ Rent? (US Only) If purchase or rent, date needed by: ❑ Use existing equipment? ❑ Yes ❑ No Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (If NetConnect see requirement below) NetConnect Contact Name: _ Email address: Userld if existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # (if different then Store Phone #) Dial Out Prefix (9,8,5); Equipment/Kits/Imprinters Ship To Address (if different than store Attention to: location) Please ensure a contact will be available to accept shipment: Default will be Store Manager Street Address: City: State/Prov: Ship to contact's phone#: Store Opening Date: Zip/Postal Code: Ship to contact's email: Special Requirements: Country: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes❑ No❑ Do you require an Imprinter? ❑Yes []No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes[] No[] Revl1/18110 7 New Division/cboo CHASE " Payallie l�,�'l�� Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymentech.com Phone: (603) B96.6000 . Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Note: When settlna un multinle hank anrnllnts. n1paso rmmn/ata a canarata form fnr aarh SECTION 9: BANK ACCOUNT INFORMATION' Check only one Settlement Currency In which —we - Deposit all sections of the 7 options will fund to you (Country where your Bank Acct listed: below 6 Resides 7 Option #1 ® USD USA A, E See section A Note section Option #2 ❑ CAD CAN B1 to B3 E Option #3 ❑ USD CAN B1 to B3 D3, D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E country funds are being deposited In) —(list (Swift Code: (s to 11 bytes) Option #5 [:1 ❑Euro, ❑GBP, [IJPY, ❑AUD, E]Euro Bank or SAME as C1 and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlement currency City of Santa Ana Country: United States ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E MINED, ❑ZAR, ❑USD Int'I (list country funds are being deposited In Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN 81 to B3, D1, D4, E HKD, ❑DKK, ❑CMF, ❑NOK, ❑SEK, ❑NZD, ❑ZAR Section A: IMISBANKACCOUNTINFURMATI N select only one method of transfer ® ACH Transfer 3 2 2 2 7 1 6 2 7 (ABA #) ❑ Wire Transfer (See Note) (Fedwire#/Routing #) ❑ Swift Transfer (See Note) (Swift Code: (s to 11 bytes) Please Nate: Swift code Is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and FedwireAlRoutingr4, Special Wire Instructions: 60 b tes Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States 131 1 Institution Number: B2 I Swift Code: (8 to 11 bytes) B3 Bank Account# Financial Institution Name: City: ❑ Checking OR ❑ Savings Province: EFT Branch Transit Number: _I I I I I I I I I (required If settlement is USD) Company Name: (As appears on Bank Account) Postal Code: Country: Canada Ravi 1/18/10 8 New Divisionichoo CHASEn Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com . pp tgYePhone: (808) 896-6000. Fax: (603) 896-8715 . Merchant_Services@ChasePaymentech.com Section C: FINAL DESTINATION BANK Account Where Your Funds are De osited C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain Only) C3 [BAN/Bank Account# Company Name: (As appears on Bank account) Financial Institution Name, City: State/Province: Postal Code: Country: Special Wire Instructions: (60 bytes) Section'D INTERMEDIARY/CLEARING BANK ACCOUNT INFORMATION 'Note: For inFI Deposits going throu -h J.P. Morgan Chase In London, Intermediary is not required. , Complete Section "C"only D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Section E Signature "On behalf of City of Santa Ana I, Francisco Cudorrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to transfer funds accordingly." Finance Director Ito d S- t crized Si nature* Title Date (*Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ATTACH VOIDED CHECK HERE Revl l/18/10 9 New Division/cboo CHASE! N E.kyrneentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896.6000 , Fax: (603) 696-6713 • Merchant_Services@ChasePaymentech.com SECTION M R15PORT CENTER AND TRANSACTION HISTORY ACCESS FORD 1 . Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online, 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (4o bytes) blapides@invoicecloud.com (username@domaln.com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymenteoh Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants -- Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler _ Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA _ Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@invoicecloud.com (username@domaln.com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existin merchants — Is this User's access to be mirrored like another User Paymentech Online Access? [I Yes (I No If yes, who? Ford ,itiorlal Usors, V1044 suh ad lbro* I, Robert Lapides EVP verify that the (Print Name) (Title)" contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or the Repor Center. tiggnatttee �� A Jr c, ULA *(must be signed by Exe lutive or Financial Contact) Rev11/18110 10 New Division/cboo CHASE CV Payrnenkc,ch Date: 8/5/15 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896.6000 • Fax: (603) 896.8715. Mercharit—Seiwices@ChasePaymeiitech.com Addendum for Application for Credit Card Processing Service Agreement/New Division Request CompanyID#: Protected Live Date: 2/12/16 SECTION 1: COMPANY/CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a Elwholly-owned ❑ partially owned ® affiliate [7registered DBA or [IOther (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert Lapides EVP (Print Name) (Title) verify that the account set-up information Is accurate, that I have the authority to make such a request and thus, it should be used to sety2 an additional account for our company. SECT AISiNig AJNIT ff df rant t from,7 isi4 r hgin Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit #: l TI'0N 3: FlJtli� f'now -ad sectlo"n, If funds should be de osited to an existln bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?❑ Yes or []No If no, a new FTI will be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 1 NewoivislonSetup/cboo CHASE dC0 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentecli.comPaymentech . Phone: (603) 896-6000 • Fax: (603) 896.8715 • Merchant—Servlces@ChasePaymentech.com SECTION 4: 1099K CONTACT INFORMATION (w-9 required if new US entity and/or taxpayer ID; W-8 required for Canadian entities) Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez 1099K Contact email address : fgutierrez@sante-ana.org This is the contact that will receive fhe 1899K mailing to the address listed on the W-9 supplied (only required if different than Corporate) SECTION 4w "TRANSACTION DIVISION Division Name: City of Santa Ana - Utility (up to 30 bytes- this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US ""' If using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and Identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product information by an asterisk (1, which must appear in the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL Instead of Customer Service Phone if not processing any Mall -order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): C 1 1 1 t I y o f S I a Fn t I a I I A n I a I I 1 1 (22 bytes) Customer Service Phone #: 7 1 4 6 4 7 5 4 0 0 (13 bytes) (Required for Mali Order or Recurring) City: (Required for Retail) (13 bytes) URL: (optional, If phone# provided above) (13 bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, PO Boxes not acceptable) City: Santa Ana State/Prov: CTA] Zip Code (US): 9 2 7 D 1 (For Retail -City above must match City Location) Postal Code (Intl): Postal Code (Can): (6 bytes) (State/Province and Postal0p codes must match the address given above) Prod uct/Service Descri lotion (Enter product descrIction, 1. 9. clothing, i t y books, membership) Publication Descriptor (Please provide only if required by your submitter): Avg. Trans. $ Amt: 250 Avg. # Trans./Yr: 27600 Projected Refund % 10 BPS How do you market this product? (Check oniv those that apply to this division) ❑ Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ MaillPhone(Marketing Material Required) ® Internet(Pleaseprovide your URL): http:// www.invoiceeloud.com/santa- ana If Internet is selected and the wobsite is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: E SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure, i.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes ❑No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established International currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S. dollars or established International currency equivalent per transaction) (Approval will be required for any temporary or permanent increases to this calling limit). Please check the consumer's payment option for this division: (Select only one): ®Single payment ❑Installment payments ❑Deferred payments ❑Recurring (transactions managed by merchanbsubmltter) Rev11118/10 2 NewDivisionSetupicboo CHASE 0 Merchant Services s 4 Northeastern boulevard, Salem, NH 03079-1952 • www,chasepaymentech.com Paymentech Phone: (603) 896.6000 • Fax: (603) 896-8715 s Marchant_Services@ChasePaymentech.com SECTION 4: TRANSACTION DIVISION (continued) Please check below if applicable: ® Bill Payment (A Bill Payment transaction is a transaction for an ongoing service/billing cycle that is known and agreed upon In advance by the merchant and cardholder. i,e. Membership or Insurance, etc.) Do you stock product? ❑ Yes ® No Do you provide custom orders at time of sale? De you own the product at the time of sale? ® Yes ❑ No Do you drop ship the product? ❑ Yes ® No If yes, what %: Are you filling your own merchandise orders? E Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # ❑ Yes ® No SECTION 5: CHARGEBACK CONTACT: (required) IQA (Managorlsupervisor one who assigns work to MCAs) (Required far retail and Discover) MEZQA (Manager/supervisor– one who assigns work to MRAs) - NOTE: This contact may receive any exception documents that may need to be mailed orfaked, If not participating in Chargeback Mana ementthis will be the default contact for Char eback Mailingsecond contact will not be Ce wired Locatlon: ❑ Merchant ® Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ® Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: jmorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna _— State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both ® ? Account Masking for this contact? ® Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: CI ARGERgCK CONTACT: (required) MCA (Merchant Chargeback1. Analyst– one who works the chargeback's) Required for retail and Discoyo MRA ((Merchant Retrieval Analyst – one who works the retrievals Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: Zip/Postal Cade: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? _ Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID Rev11/18/10 3 NewDivisionSetuo/cboo CHASE CP Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymentech.com Paymentech Phone: (603) 896-6000 . Fax: (603) 896.8715 • Merchant_Services@ChasePaymentech.com SECTION S: PRODUCTS & SERVICES Please indicate If you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (Forinformation on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default is 3 I left blank) # of days between attempts: (Default is 3 if left blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (yS Only, Canada & UK Onlv): ❑Submitting or ❑Extracting (if extracting Indicate # of Days: _ (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required SECTION Tc MSTHOOS OF PAYMENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and GBR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes - for example - HRS Household - Please provide Credit Plan #) E Discover (conveyed only) (US only) SE# I I I I I I I I I I I I (15 bytes) ❑ American Express (conveyed) SE# (10 bytes) As a rule: (US SE should begin with "1-t?", International SE should begin with a "9", Canadian SE should begin with a "93", International SE valid on some cross currency divisions dependent on presentment currency) .AMEX Parameter Information Cardholder Descriptor: (Appears on your American Express cardholderstatement)(All other card types use descriptor In Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) Aggregator ❑ Petroleum ❑ or Nelther ❑ ® Electronic Check Processinci Parameter (US and Canadian only) Company Name: C i t y o f S I a I n t I a A Fn—Ta (1(, bytes) Item Description: U t t I y (10 bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default Is °1" How do you obtain authorization from consumers? (select only one) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) (Approval will be required for any temporary or permanent Increases to this telling limit). Ravi 1/18/10 4 NewDivisionSetup/cboo CHASE / Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Payrywiritech Phone: (603) 890-6000 • Fax: (603) 896.8715 • Merchant_Services@ChasePaymentech.com SECTION 7a METHODS OF PAYMENT Lcontinued) PINIess lebit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only) PIN BASED DEBIT Requires a PIN Pad -- please complete section 8, item #A, entitled "Will you be using a Polnt-of-Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EST required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ Bill Me Latera' payment option (US only) ❑ European Direct Debit For EURO only: (Valid only for Euro currency divisions Descriptor (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only; Valid only for GBP currency divisions) Descriptor I I I I 1 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is "1" ❑ PayPal (Valid for U5 currency only) Payer Email Address: (32 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the some Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : I P A I Y P A I L (18 bytes) Business Name: Customer Service Phone# (Optional) (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(inclUde http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: the method by which you (the merchant) will authenticate your customer with PayPal - you must choose only one PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce Is Involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (bassoon merchant's location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18/10 5 NowDlvlsionSetup/choo CHASE Co' Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 +www,chasepaymentech.com + Phone; (603) 898-6000 + Fax: (603) 896.8715. Marchant_Services@ChasePaymentech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (i, e. fulfillment co. or ECommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What Is the name of the manufacturer and model of your computer platform? What Is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? ❑ Yes ® No Will you use NetConnect for connectivity for online authorization only? [-]Yes ® No If yes, NetConnect Contact Name: Email: Userid (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? *if this is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact: Tony Cordova _ UserlD (if existing) Address: 642 E Washington St, City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com `Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time Is based in the merchant time zone. (US time zones only) Profile Management required? []Yes or [DNo Level of access: ❑ Merchant or ❑ Chain (selectone, default is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is 3) # of Days_ between attempts: Ej 3. Will you be using: ❑ Paypal/Verisign ❑ CyberSource ❑ 4. Will you be using the ITerminal? (retail divisions only) Primary Contact": UserlD (if existing) Address: City: _ State: _ Zip/Postal Code: Country: Phone: Email (required): *Primary contact must be the merchant contact for security needs, Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to seffle. Merchant Time Zone: Note: The Auto -Settle time is based In the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes []No If Debit, PlnPad Needed? []Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (If Yes, Magtek Readers are purchase only) ((erminal Is only certified to utilize the above PlnPads and are purchase only) Rev11/18/10 6 New Division/cboo CHASE" 0 Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com • 11sayme tech Phone: (603) 896.6000 • Fax: (603) 896.8715 • Merchant_Services@ChasePaymentech.com ❑ S. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial[] NetConnect❑ (If NetConnectseerequirementsbelow) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Equipment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) If purchase or rent, date needed by: ❑ Use existing equipment? ❑ Yes ❑ No Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑(IfNetconnectsee requirement below) NetConnect Contact Name: _ Email address: Userld if existing: Phone: PIN Pad Type and quantity? (for P/N BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # (if different then Store Phone #) Equipment/Kits/Imprinters Ship To Address (if different than store location) Please ensure a contact will be avallabie to accept shipment: Street Address: City: Ship to contact's phone#: _ Store Opening Date: Dial Out Prefix (9,8,5): Attention to: Defaulf will be Store Manager State/Prov: Zip/Postal Code: Country: Ship to contact's email: Special Requirements: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes❑ No❑ Do you require an Imprinter? ❑Yes ❑No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes❑ No❑ Rev11118/10 7 New Division/cboo CHASE! 0 ayme cc' h Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 o www,chasepaymentech.com Phone: (603) 896.6000 . Fax: (603) 696-6715 • Merchant_Services@ChasePaymentech.com Note: When setflno un multinle bank accounts. nleasP nmmn/PfP a sanaratP form for Panh_ -SECTION 9: 13ANK ACCOUNT,INFORMATION Check only one Settlement Currency In which we Deposit Complete all sections of the 7 options Will fund to you (Country where your Bank Acct listed: below 1 6 Resides 1 7 Option#1 ® USD USA A, E See section A Note section) Option #2 ❑ CAD CAN B1 to B3 E Option #3 ❑ USD CAN 81 to B3, D3, D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E (list country funds are being deposited in (Swift Code: is to 11 bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#/Routln #, Option 95 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlementcurrency ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E ❑NZD, ❑ZAR, ❑USD Int'I (list country funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN 131 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, ❑ZAR SostIon ' � US BANK ACCOUNT INFORMATION select only one method of transfer) ® ACH Transfer 3 2 2 1 2 1 1 1 6 1 2 1 7 (ABA #) ❑ Wire Transfer (See Note) (Fedwire#/Routing #) ❑ Swift Transfer (see Note) (Swift Code: is to 11 bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#/Routln #, Special Wire Instructio2s L60 b tes Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States 131 Institution Number: B2 Swift Code: (8 to 11 bytes) B3 Bank Account# Financial Institution Name: City: ❑ Checking OR ❑ Savings Province: EFT Branch Transit Number: I _I I I I I (required if settlement is USD) Company Name: (As appears on Bank Account) Postal Code: Country: Canada Revl1/18110 8 New Division/cboo CHASEC iM Merchant Services + 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com 'Paynien.ech Phone: (603) 896.6000 • Fax: (603) 896-8715 + Merchant_Servlces@ChasePaymentech.cam C1 Swift Code: (8 to 11 bytes) C2 Sort Code, (Required In Great Britain Only) C3 IBAN/Bank Account # Company Name: (As appears on Bank account) Financial Institution Name. City: State/Province: Special Wire Instructions: (60 bytes) Postal Code: Country: Section D INTERMEDIARY7CLEARING BANK ACCOUNT INFORMATION Moto: Pow In 'i a osits, goinli throtr h J,P. Mor en chase in London, termediary Is not required, Complete section "C', onl D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Section E;Ignatutre "On behalf of City of Santa Ana I, Francisco Gutierrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking Information is accurate and should be used to transfer funds accordingly." Finance Director n T-.. �.P� �-- - � „ 12 1 1�- . Authorized Signature* Title Date ("Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification, -- ----------- ------------------.-.--------------------------------------------------------- ATTACH VOIDED CHECK HERE Rev11/18/10 9 New Divislon/cboo CHASE 00' Merchant Services • 4 Northeastern Boulevard, Saiem, NH 03079.1952 • www,chasepaymentach.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 10. REPORT CENTER AND TRANSACTION HISTORY ACCES$ FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center, 2. Report delivery will be web based via Paymentech Online, 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes In Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of charges to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one; ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov; MA Zip/Postal Code: 02184 Country: USA Email Address: (4o bytes) blepides@invoicecloud.com (username@domaln. com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For exist! n merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes No If yes, who? Salutation: Check one; ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address; 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@invoicecloud.com (username @domaln. com) Does this contact have a Paymentech Online User ID? [:]Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants -- Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? #or-atl ItIorlal Use's, pleaso Subariitadditional'-forrnsu 1, Robert Lapides EVP verify that the (Print Name) (Title)* contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History� and/or the Report enter. "(must be signed by Execu ve or Financial Contact) Rev11/18/10 10 New Divislon/oboo CHASE ! Government Owned Addendum Paymentech(Municipal Utilities, Municipalities, Gov't Agencies) This Addendum supplements the Merchant Application And Agreement executed and submitted by City of Santa Ana ("Merchant"). As such, this Addendum shall (i) be deemed incorporated into and a pail of Merchant's Application to establish a Merchant account with Paymentech, LLC and JPMorgan Chase Bank, N.A. and (ii) in accordance with such Merchant Application and Agreement, constitute a part of the entire Agreement governing all Merchant accounts. FUNCTION Merchant is a Government Entity. Function of Merchant. Business Licenses, Dog Licenses, Municipal Utility Services �utfkrariedpr�,��nd�x% the undersigned, certify: that I am an officer or other authorized representative of the Merchant ("Authorized Representative") and • that I am duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • that I am duly authorized to submit this Addendum and all information contained herein on behalf of the Merchant. By submitting this Addendum, Merchant, through the undersigned Authorized Representative • represents and warrants that the person submitting this Addendum is duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • represents and warrants that all information contained within this Addendum is true, complete and not misleading. Authorized Representative: Francisco Gutierrez X irk �Zsr ,� _ 1�.\'t,' 20/r Signature Print Name Date Page 1 of 1 Rev. GOV0712015 Form w'9 Request for Taxpayer Give Form to the the Identification Number and Certification requester. Do not 116,om"gest Depart Tr send to the IRS. R. en e8awasury Internal Revenue Service Name (as shown on your income tax return) City of Santa Ana ni Business name/disregarded entity name. If different from above Check appropriate box for federal tax classification: Exemptions (see Instructions): o ❑Individual/sole proprietor 0Corporation ©S Corporation Partnership ❑Trust/estate m 2 Exempt payee code (If any) ❑ Limited liability company. Enter the tax classification (C=C corporation, 5=8 corporation, P=partnerahlp) 0. Exemption from PATCA reporting a � code (If any) ❑✓ Other (sea instructions) ► Government S Address (number, street, and apt, or suite no,) Requester's name and address (optional) OM 20 Civic Center Plaza y m City, state, and ZIP code m � Santa Ana, CA 92701 List account number(s) here (optional) JJ Taxpayer Identification Number TIN Enter your TIN In the approprlate box. The TIN provided must match the name given on the "Name" line Social security number However, for a resident ellen, sols proprietor, or disregarded entity, sae the Part I instructions on page 3. For other re avoid backup le pr, withholding. For Individuals, this is your social security number n page r entitles, It Is your employer identification number (EIN). If you do not have a number, see How to get a I IN an page 3. Note. If the account Is in more than one name, see the chart on page 4 for guidelines on whose number to enter. v©oonnnooIR Under penalties of perjury, I certify that: 1. The number shown an this form Is my correct taxpayer identification number (or I am walling for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other US, person (defined below), and 4. The FATCA code(s) entered on this form (if any) Indlcating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage Interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the Instructions on pace 3. Her Signature of //f /f. //. 1— �J Here U.S. person► ���/ �f./�/j+ bete► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for Information about Form W,9, at www.lra.gov/w9. Information about any future developments affecting Farm W�9 (such as legislation enacted after we release It) will be posted on that page. Purpose of Form A person who Is required to file an information return with the IRS must obtain your correct taxpayer Identification number (TIN) to report, for example, Income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage Interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S, person (including a resident alien), to provide your correct TIN to the person requesting It (the requester) and, when applicable, to: 1. Certify that the TIN you are giving Is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to bacli withholding, or 3. Claim exemption from backup withholding If you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. porson, your allocable share of any partnership Income from a U.S. trade or business Is not subject to the withholding tax on foreign partners'%hare of effectively connected income, and 4, Certify that FATCA code(s) entered on this form (If any) Indicating that you are exempt from the FATCA reporting, Is correct, Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if It Is substantially slmllar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person If you are: • An Individual who Is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined In Regulations section 301.7701-7). Special rules for partnerships. partnerships that conduct a trade or business in the United States aro generally required to pay a withholding tax under section 1446 on any foreign partnere' share of effectively connected taxable Income from such business. Further. In certain cases where a Form W-9 has not been received, the rules under ssctlon 1446 require a partnership to presume that a partner Is a foreign person, and pay the section 1446 withholding tax. Therefore, If you are a U.S. person that Is a partner In a partnership conduotinp a trade or business In the United States, provide Form W-9 to the partnership to establish your U.S. statue and avoid section 1446 withholding on your share of partnership Income. Cat. No. 10231X Form W-9 (Rev. 6-2919) Form W-9 (Rev. 8-2013) In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing Its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business In the United States: r In the case of a disregarded entity with a U.S. owner, the U.S, owner of the disregarded entity and not the entity, In the case of a grantor trust with a US. grantor or other U.S. owner, generally, the U.S, grantor or other U.S. owner of the grantor trust and not the trust, and In the case of a U.S. trust (other than a grantor trust), the U.S. trust (ether than a grantor trust) and not the beneficiaries of the trust. Foreign person, If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 9233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien Individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of Income. However, most tax treaties contain a provision (mown as a "saving clause.' Exceptions specified In the saving clause may permit an exemption from tax to continue for certain types of Income even after the payee has otherwise become a U.S, resident alien for tax purposes. If you are a U.S. resident alien who Is relying on an exception contained In the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of Income, you must attach a statement to Form W-9 that specifies the following five Items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and Its exceptions. 4. The type and amount of Income that qualifies for the exemption from tax. S. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Adldo 2D of the U.S.-China Income taxtreaty allows an exemption from tax for scholarship Income received by a Chinese student temporarily present In the United States, Under U.S. law, this student will become a resident alien for tax purposes if his or her stay In the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated Aprll 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and Is relying on this exception to claim an exemption from tax on his or her scholarship orfeilowship Income would attach to Form W-9 a statement that Includes the Information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233, What Is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This Is called "backup withholding" Payments that maybe subject to backup withholding include Interest, tax-exempt Interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made In settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding, You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable Interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnlsh your TIN to the requester, 2. You do not certify your TIN when required (see the Part II Instructions on page 3 for details), 3. The IRS tells the requester that you furnished an Incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your Interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable Interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more Information. Also see Special rules for partnerships on page 1. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more Information. Updating Your Information You must provide updated Information to any person to whom you claimed to be an exempt payee If you are no longer an oxampt payee and anticipate receiving reportable payments In the future from this person. For example, you may need to provide updated Information If you are a C corporation that elects to be an S corporation, or If you no longer are tax exempt, In addition, you must furnish a new Form W-8 If the name or TIN changes for the account, for example, If the grantor of a grantor trust dies. Penalties Failure to furnish TIN, If you fall to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure Is due to reasonable cause and not to willful neglect. Civil penalty for false Informatlon with respect to withholding. If you make a false statement with no reasonable basis that results In no backup withholding, you are subject to a $600 penalty, Criminal penalty for falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties Including fines and/or Imprisonment. Misuse of TINS. If the requester discloses oe uses TINS In violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you am an Individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your now last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered In Part I of the form. Sole proprietor. Enter your Individual name as shown on your Income tax return on the "Name" line, You may enter your business, trade, or "doing business as {CBA)" name on the "Businoss name/dlsregarded entity name" ins. Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line. Disregarded entity, For U.S. federal tax purposes, an entity that Is disregarded as an entity separate from Its owner is treated as a "dlsregarded entity." See Regulation section 301.7791-2(c)(2)(ii1. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the Income tax return on which the income should be reported. Fmexample, If a foreign LLC that Is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on the "Name" line. If the direct owner of the entity Is also a disregarded entity, enter the first owner that is not disregarded fol' federal tax purposea. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity Is a foreign person, the owner must complete an appropriate Form W-8 Instead of a Form W-9. This is the case even If the foreign person has a U.S. TIN. Note. Check the appropriate box for the U.S. federal tax diesel f1catlon of the person whose name Is entered on the "Name" line (Individual/aole proprietor, Partnership, C Corporation, S Corporation, Trust/estate). Limited Lialselty Company (LLC). If the person Identified on the "Name`line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the U,S. federal tax classification in the space provided. If you. are an LLC that Is treated as a partnership for U.S, federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation, as approprlata. If you are an LLC that is disregarded as an entity separate from Its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be Identified on the "Name" line) Is another LLC that Is not disregarded for U.S. federal tax purposes. If the LLC Is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line, Other entities. Enteryour business name as shown on required U.S. federal tax documents on the "Name" line, This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/disregarded entity name' line. Exemptions If you are exempt from backup withholding and/or FATCA reporting enter In the Exemptions box, any cadets) that may apply to you. See Exemprpayee code and Exemption from FATCA reporting code on page 3. Form W-9 (Rev. 6-2013) Exempt payee code. Generally, Individuals (Including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding forcertaln payments, such as Interest and dividends. Corporations are not exempt from backup withholding for payments made In settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this farm to avoid possible erroneous backup withholding. The following codes Identify payees that are exempt from backup withholding: 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) If the account satlsflos the requirements of section 401 (1)(2) 2—The United States or any of Its agencies or Instrumentalities 3—A stats, the District of Columbia, a possession of the United States, or any of their political subdivisions or Instrumentalities 4—A foreign government or any of Its political subdivisions, agencies, or Instrumentalitlea 5—A corporation 5—A dealer In securities or commodities required to register In the United States, tate District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate Investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial Institution 12—A middleman known in the Investment community as a nominee or custodian 13—A trust exempt from tax under section 884 or described In section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code becauas they are exempt only for sales of noncovol'so securities acquired pilot to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $500 required to be Generally, exempt payees reported and direct sales over $5,0001 1 through 5' Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 Sea Form 1099W ISC, Miscellaneous Income, and its Instructions. 'However, the following payments made to a corporation and reportable on Form 1099-MISO are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes Identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, If you are only submitting this form for an account you hold In the United States, you may leave this field blank. Consult with the person requesting this form If you are uncertain if the financial institution Is subject to these requirements. A—An organization exempt from tax under section 501(a) or any Individual retirement plan as defined In section 7701(a)(37) B—The United States or any of Its agencies or Instrumentalities C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D—A corporatlon the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(I) E—A corporation that Is a member of the same expanded affiliated group as a corporation described In Reg. section 1.1472-1(c)(1)(i) F—A dealer In securities, commodities, or derivative financial instruments (Including notional principal contracts, futures, forwards, and options)that is registered as such under the laws of the United States or any state G—A real estate Investment trust H—A regulated Investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined In section 581 K—A broker L—A trust exempt from tax under section 664 or described In section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(8) plan Part I. Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN Is your IRS Individual taxpayer Identification number (ITIN). Enter It In the social security number box. If you do not have an ITIN, sea How to get a TIN below. If you are a sole proprietor and you have an FIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single -member LLC that is disregarded as an entity separate from Its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, If the owner has one). Do not enter the disregarded entity's FIN. If the LLC Is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. - How to get a TIN. If you do not have a TIN, apply far one Immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or gat this form online at wwwssa.gov, You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.fregovlbuslneases and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS4 from the IRS by visiting IRS,gov or by calling 1 -800 - TAX -FORM (1-800-829-3678). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" In the space for the TIN, sign and data the form, and give It tothe requester, Forinterest and dividend payments, and certain payments made with respect to readily tradable Instruments, generally you will have 60 days to get a TIN and give It to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subjectto backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you Intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-3, Part II, Certification To establish to the withholding agent that you are a U.S. person, or resident Allen, sign Form W-9. You may be requested to algn by the withholding agent even If Items 1, 4, or 5 below indicate otherwise, For a joint account, only the person whose TIN Is shown in Part I should sign (when required). In the case of a disregarded entity, the person Identified on the "Name" line must sign. Exempt payees, see Ekempt payee code senior. Signature requirements. Complete the certification as Indicated In Items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the cerf41cat1on. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered Inactive during 1983. You must sign the ceriificatlon or backup withholding will apply. If you ere subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out Item 2 in the certification before signing the form, 3. Real estate transactions. You must sign the certification. You may cross out Item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. "Other payments" Include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made In settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (Including payments to corporations). 5. Mortgage Interest paid by you, acquisition or abandonment of secured. properly, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. Form W-9 (Rev. 8-2013) What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more Individuals Qolnt The actual owner of the account or, account) If combined funds, the first Individual on the account' 3. Custodian account of a minor The minor' (Uniform Gift to Minora Act) 4. a. The usual revocable savings The grantor -trustee' trust (grantor Is also trustee) b, So-called trust account that Is The actual owner' not a legal or valid trust under state law b. Sole proprietorship or disregarded The owner' entity owned by an Individual 6. Grantor trust filing under Optional The grantor" Form 1099 Filing Method 1 (ase Regulation section 1.671.4(b)(2)(I)(A)) For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner Individual 6. A valid trust, estate, or pension trust Legal entity" 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, religious. The organization charitable, educational, or other tax-exempt organization 11. Partnership or multimember LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture In the name of a public entity (such as a state or local government, school district, or prided) that resolve, agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671 4(b)(2)(I)(B)) ' List first and almle the name of the person whose number you furnish. If only one person an a Joint account has an SSN, that perarm'e number must be furnished. 1 Circle the minor's name and furnish the miner's SSN. ' You must show your Individual name and you may also enter your business or °DSA" name on the "Business name/dlsrogarded entity" name Ilne. You may use either your SSN or HN (If you have one), but the INS sncouraties you to use your SSN. 4 LIM first and drole the name of the trust, estate, or pension trust. (Do not furnish the i'IN of the personal representative or trustee unless the legal entity itself is not designated In the account tile.) Also see Specla/ rules for partnerships on page 1. "Nate. 0ranter also must provide a Form W-9 to trustee of trust Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal Information such as your name, social security number (SSN), or other Identifying Information, without your permission, to commit fraud or other crimes. An Identity thief may use your SSN to got is Job or may file a tax return using your SSN to receive a refund, To reduce your risk; • Protect your SSN, • Ensure your employer Is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not our affected by Identity theft but you think you are at risk due to a lost or stolen puree or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800.908-4490 or submit Form 14039. For more Information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of Identity theft who are experiencing economic harm or a system problem, or are seeking help In resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance You can reach TAS by calling the TAS toll-free case intake line at 1.877.777.4778 or TTY/TDD 1-800-828-4059. Protect yourself from suspicious amalls or phishing schemes. Finishing Is the creation and use of small and webskes designed to mimic legitimate business amalls and websites. The most common act Is sending an email to a user falsely claiming to be an established legitimate enterprise In an attempt to scam the user Into surrendering private information that will be used for Identity theft. The IRS does not Initiate contacts with taxpayers via smalls. Also, the IRS does not request personal detailed Information through small or ask taxpayers for the PIN numbers, passwords, or similar secret access Information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phlshing®irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1.800.3864484. You can forward suspicious smells to the Federal Trade Commission at: spam®uce.gov or contact them at www.fte,govlidtheft or 1-877 IDTHEFT(1-877-438-4338). Visit IHS.gov to learn more about Identity theft and hew to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (Including federal agencies) who are required to file information returns with the IRS to report Interest, dividends, or certain other Income paid to you; mortgage Interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the Information on the form to file Information returns with the IRS, reporting the above information. Routine uses of this Information include giving It to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbla, and U.S. commonwealths and possessions for use In administering their laws, The Information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and Intolllgence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for provlding false or fraudulent information. Invoice,-- BILLER ORDER FORM —Add -nn Services GOtERAL INFORMATION T"A V SuIin..g: G.g..,t -Ana web _548. 0 .n�.. 1. City Sama State CA Ph"e: 7146A7-5362 Fag: 7146475!0" Emall Cnr,taa Name Fire Hang Wml�gm, fnoget Manager Avg 9 NanocunnalY, 8,500 I.,g,, Cta.d 50.1 R., C.,In Afth. Safe, Partner. A, T.. nV.. $ Amr 30 _=_ Hlhggti.aX.SAmb' luwa Add -On Services Pricing for Add an Services lvnfp.vme.t typal Emma Cam Per megam.n Can— C'.," CHd —M. P,,m..t 51 ss Can Am ... , $Lss v,.0 mco Cl Ckoud Store: proactive Renta! Fnf7camet Program (PREP)Accounts 5.20.mps C.,i $,50 Arriount V'" Fac e Amex T .. cmd�t U'd pinl.nd..n Cw AIN Pv CHadn Card M;x PavM*Of cn.t A..u,t 7;N -swZ Can 0WmA saUk Omen e cledItca1elpm.0i, Clack 21 (P & Fee) "eI 'H Cearmt, x 5 If - Cam 6.g BILLER SA.Rk� ! &�j��SVVESS CHECK FOR UCH ACCO E Ana reame as nagdng) Bank glem. I P Mu.gan Add,Ing 3 Park H.. 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Ll IL.y '"r T 1., z-"'` _` Prir; Name04"t Ver. 2.7 •ZWPmactive Residential Enforcem Program (PREP) Accounts 3/31/2016 Z -- -- invoicing Pacerietem sheet must be completed for each Invoice type. c In-houu-ilou se Non -Submitter • ovisa 0 MasterCard 0 Discover Ei;iumex HEFT/ACH DEBPP ®Claud Store 0 Cloud Pay 0 OBD 0 IVR nKlosk Billing Frequency: Annually Number of Bills: Number of Cycles: Number of Installments: Average Invoice Amount: 80 Highest Invoice Amount: 10,000 -L-- .. . . ........ . ....... . ....... . ---- .. . .. . ......... Billing Months (please select the applicable months below): CJan DFeb OMar DApr DMay OJun 0 Jul 0 Aug 0 Sept OOct 0 Nov 0 Dec 0 All 0 le- loth 0 11th -20th EJ 21n-310 • er ❑ Template 0 Bill Print Vendor (piecfse complete below) Hardware: Choose an itern, QTY item. Provided by: 0 Sales Rep 0 Operations PerUnItPetco; $ dress: n location address) Total Due: Item Paid b ayer Item Pdld bVBiller 0 Credit Card: Credit Interchange, feos. dues assessments + %with$' Minimum Card: Authorization $+ r-,-"- % Bp I f O�'20' 1 50 I 0 EFT/ACH: $ per item 0 EFT/ACH: per item 0 Flex Pay ACH: $ per item 0 Flex Pay ACH: per item U, Item Paid by payer Item Paid to Biller 0 Credit Card: El Credit Interchange, fees, dues assessments + % with Minimum Card: Authorization + %BP swlfjjour voo Acceptance) F m EFT/ACH: s I - -- 0 EFTFACH7: $ Per he Per Item I Ca ❑ Credit Service Fee: Max Cap for Ca � EFT/ C ❑ rT/ACH: ter ❑ Paid by BiCler P p 0 Paid by payer Service Fee + ;i L -j Paid by Bitter per item surcharge Proactive Rental Enforcement Program (PREP) Accounts Cloud Store requires a customer loxbox file (see business license Cloud Store), Please see 13L Cloud Store or contact City for exact specificiations for the file and format Hans Nielsen Pte,},. ot,we rp'wesh-,�j cfore v rgov, inf�.! r,ph- riowe r, nol o,d I ov, DIV,' MM CHASE A:# Merchant Services - 4 Northeastern Boulevard Salem. NH 03079,1952 - mwvchasepaymemcch corn Phone. (603) 896-6000 - Fax: (603) 896-8715 - h4efchant—SeNices@ChasePayinentech.com Date: 3131116 MUM AgreemenVNew Division Request Company ID#: Projected Live Date: 7/1/16 SECTION 1: COMPANYICONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 263972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #i 877-256-8330 Email Address: blapides@invoiceelaud.com Transactions processed for this now set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: _gLity_2f Santa Ana and is a 171 wholly-owned E3 partially owned RI affiliate El registered DBA or [I Other (explain: of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I Robert Lapides EVP (Print Name) (Title) verify that the account set-up information is accurate, that I have the authority to make such a request and thus, it should be used to set u an additional account for our com an . SECTION 2: BUSINESS UNIT if different from division name) Parent Business Unit Cup to Parent Bus.Unit # Name (if applicable): (if applicable): Business (up to 30 bytes) Business Unit M SECTION 3: FUNqN2_ffnew bankin see section 9 If funds should be deposited to an wdsting bank account Please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? 0 Yes or EjNo If yes, Bank Account# (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the Loilowin If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?[] Yes or E]No ffna, a now Fri will be created If yes, provide FTI # (Section 9 does Not need to be completed) Rev1 V 18010 1 NewDivisionSetupictioc, CHASE 6 i Merchant Services - 4 Northeastern Boulevard Salem. NH 03079-1952 - e,uw,v chasepaymenlechoom Phone 1603) 896-6000 - Fax: (603) 896-8715 - kierchant—SeN!ce%@CfiagePaymeritech.com SECTION 4: 1099K CONTACT INFORMATION (W-9 required if new US entity andloi, taxpayer ID, W-8 required for Canadian Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes El No Z 1099K Contact Name Francisco Gutierrez 1099K Contact email address Division Name: City of Santa Ana -PREP fg.utierrez@santa-anaorg (up to 30 bytes - this will appear on your Financial Reports) Currency (list only I each per division): Presentment: US Settlement: ` If using our Cross Currency Product - please provide both the Presentment and the —Settlement Currencies us • The following field appears on the customer's statement and Identifies the merchant name for the consumer and credit card organizations To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name It must be separated from product information by an asterisk ('), Which Must appear in the 4th, 8th or 131h position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception ofAmencan Express}' (22 bytes) bytes) bytes) bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, Po Boxes not acceptable) City'. Santa Ana Statelprov; Zip Code (US): EqUiE7=1 (Fo(Rotail-City above must match City Location) Postal Code (Intl): E= Postal Code (Can): (6 bytes) (StatelProvaince and Paseil2la codes must match the address given above) Producti'Service Description (Enuirproduct i.0 dolling, books, membarshial K�� Publication Descriptor (Pleaseprovide only if required by your submitter): D= Avg. Trans. $ Amt: 80 Avg, # Trans.Nr: 850 Projected Refund % 10 BPS How do you market this product? (Check pirty those that apply to this division) D Catalog 0 Direct Mail 9 Internet 0 Space Ad [] TV [] Outbound Telemarketing E] Other How will consumers provide credit card information to you when they girder this product? (Select only one): 0 Retail El MaiiPhone(Minketing Material Required) [9 Internet(Pease provide your URL): http:// www.invoiceCIOLid.com/santa- an@ ff internet is selected and the website Isnot yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services oryour account executive. If Internet, please advise: Select one: E SSL [] SET 0 No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? 0 Yes E] No Is the web site secure, i.e , will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes []No Maximum Sale Transaction Amount: $125k (Default $25.000 11S. dollars orestablished international currenryequrvalent per transaction) Maximum Refund Transaction Amount $125k (Default 526.000 U.S. dollars or established international currency equivalent per transaction) (Approval will be required for any himporan, or permanent increases to this ceding limit), Please check the consumes payment option for this division: (Select only one): FISingle payment ElInstallment payments ElDeferred payments [JRecurnrig (transactions managed byrinsitunarnisubmarer) isay1l/18J10 2 Nov,01visionsaluic/cbmi Customer Service Phone #.' Required for Mail Order or Recurring}r- City: (Required for Retail) IR L: amonal, if phonaff provided above) — (13 (13 (13 I 7 1 q 6 — 4 7 5 TFTF�J- 3 3 5 (22 bytes) bytes) bytes) bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, Po Boxes not acceptable) City'. Santa Ana Statelprov; Zip Code (US): EqUiE7=1 (Fo(Rotail-City above must match City Location) Postal Code (Intl): E= Postal Code (Can): (6 bytes) (StatelProvaince and Paseil2la codes must match the address given above) Producti'Service Description (Enuirproduct i.0 dolling, books, membarshial K�� Publication Descriptor (Pleaseprovide only if required by your submitter): D= Avg. Trans. $ Amt: 80 Avg, # Trans.Nr: 850 Projected Refund % 10 BPS How do you market this product? (Check pirty those that apply to this division) D Catalog 0 Direct Mail 9 Internet 0 Space Ad [] TV [] Outbound Telemarketing E] Other How will consumers provide credit card information to you when they girder this product? (Select only one): 0 Retail El MaiiPhone(Minketing Material Required) [9 Internet(Pease provide your URL): http:// www.invoiceCIOLid.com/santa- an@ ff internet is selected and the website Isnot yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services oryour account executive. If Internet, please advise: Select one: E SSL [] SET 0 No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? 0 Yes E] No Is the web site secure, i.e , will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes []No Maximum Sale Transaction Amount: $125k (Default $25.000 11S. dollars orestablished international currenryequrvalent per transaction) Maximum Refund Transaction Amount $125k (Default 526.000 U.S. dollars or established international currency equivalent per transaction) (Approval will be required for any himporan, or permanent increases to this ceding limit), Please check the consumes payment option for this division: (Select only one): FISingle payment ElInstallment payments ElDeferred payments [JRecurnrig (transactions managed byrinsitunarnisubmarer) isay1l/18J10 2 Nov,01visionsaluic/cbmi CHASE Merchant Services - 4 Northeastern Eloulevmd, Salem, NH 03079-1952 - mvw Chasepaymemeehicom Phone. (603) 896-6000 - Fax: (603) 896-8715 - MerChant—Services@Cl)asePaymentech.coni SECTION 4: TRANSACTION Please check below if applicable: Z Bill Payment (A Bill Payment transaction is a transaction for an ongoing serviceAdling cycle that is known and agreed upon in advance by the merchant and cardhoilderr. i.e. Membership orlosurance, etc) Do you stock product? E3 Yes M No Do you provide custom orders at time of sale? Do you own the product at the time of sale? Z Yes n- No Do you drop ship the product? [] Yes 0 No If yes, what %: Are you filling your own merchandise orders? Z Yes 0 No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone #: OYes N No SECTION 6: CHARGEBACK CONTACT: (required) 10A (Managarrialkeetvisor- one who assigns work to MCAs) (Required ferreted and Discover) MRQA (Managerlsupervisor-one who assigns work to MRAs) NOTE: This contact may receive any exception documents that may need to be mailed or faxed, if not participating in Chargeback Manaqement this will be the de Location: [I Merchant 0 Submitter D Fulfillment (check one) If Submitter/Fulfillment, Name: Z Mr. El Mrs. El Me, First Name: John Last Name: Morabito Title: CTO Phone M 703-825-3525 Ext: Fax 877-256-8330 Alternate Fax 4; Email Address: -LaLabita(cilinvoicacioud.com Address: 1815 Beulah Rd City: Vienna .— State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History [I Report Center ff both N ? Account Masking for this contact? 0 Yes [] NO Does this contact have a Paymentech Online User ID? []Yes ®No If yes, provide User ID: CHARGESACK CONTACT: (required) MCA (Merchant Chargeback Analyst- one who works the chargeback's) Rs utrad ler ratarf and Discover) MRA ((Merchant Retrieval Ana ivst - one who - ' " - -'-! - -'-' Same as above (check here if the MCA/MRA Contact is the same as the IQAIMRQA contact) Location: 0 Merchant 0 Submitter El I'Llifillment (check one) If Submitter/Fulfillment, Name: El Mr. [I Mrs. D Ms. First Name: Last Name: Title: Phone #: Ext: Fax #. Alternate Fax #: Email Address. Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History [j Report Center 0 both El ? Account Masking for this contact? 0 Yes [I No Does this contact have a Paymentech Online User ID? E]Yes []No If yes, provide User 10: Revi 1118110 3 NeWD1viS1m1Setup1cboia C H A S E 617-� Merchant Services - 4 Northeastern Boulevard, Salem NH 03070-1062 - wavi.chasepaymentech,com Phone: (603) 896-6000 - Fax: (803) 896-8715 - Merchati(_Se.tvices@ChasePaymentech.com SECTION 6: PRODUCTS& SERVICES By Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the Service- (For information on n these services, please contact your Chase Paymentach Relationship Manage,) 1, 0 Authorization Recycling A of recycle attempts: _ (Default is 3 if left blank) # of days between attempts: (Default is 3 it left blank) ndard 2. [1 MC/IM SecureCode 0 UKDM SecureCade 3. E] Account Updater (US Only, Canada & UK Only): OSubmitting or []Extracting (if extracting Indicate # of Days: _ (1 -180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required SECTION 7: METHODS OF PAYMENT Z Visa Z MasterCard El JCB (US & Yen only) El UK Maestro/Switch Solo (UK domicile end DER currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. Asa default Discover Diners added whenever Visa and MC are added) El Discover Canada (CAD only) 0 Discover Diners Canada (CAD only) 0 Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes - for example - HRS Household - Please provide Credit Plan #) Z Discover (conveyed ontyl (us only) SE#E:1�1 (15 bytes) 0 American Express(conveyed) $E# C I I I I (10 bytes) As a rule: (US SE should begin with international SE should begin with a "9', Canadian SE should begin with a "93'; International SE valid on some areas currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears an your American Express cardholder statement)(All other card types use descriptor in Section 4) (2o bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #1 (22 bytes) TAA #4: (22 bytes) Do you su000rt American Express Partial Auths? American Express - Yes El NoEl For American Express Only, if yes — please select the following applicable option: Auth and Balance Return 0 Partial Auth [3 Both E, How have you been classified as a merchant by American Express?: (please select one) n Company Name: and Canadian only) TO -T -f -T --FS j_L a j (16 bytes) Item Description: I P I R I E I P (10 bytes) Preferred Delivery Method: (select only one) Z Best Possible (US only) 0 Facsimile Draft (US only) El ACHIEFT (US & Canada) Redeposit Parameter? 0 Yes [D No Indicate # of Days: 0 The default is 'I" How do you obtain authorization from consumers? (Select ontyone) El Written consent E] Telephone N Internet ECP Maximum Sale (if blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts wit default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only it the Maximum Sale and Refund amounts for ECP should be different than Bar* Card) (Approval will be required for any temporary or permanent increases to this ceiling fimif). RevIVISM0 4 New0ivision9etupleborr CHASE 00 Merchant Services - 4 Northeastern Boulevard, Salem., NF1 03079-1952 - wwwXhasopayraentLCII.COM Phone: (603) 896-6000 - Fax: (eO3) "B-8715 - Mei,chant-Services@Gtlas-Paymentech cam Please E] PiNless Debit {Not applicable larrentil merchants) select the network vendors thatijwj have approval _from:NYC�EAR ©_ Pulse _[] Accel ❑ El PIN Based Debit PIN BASED DEBIT Requires a PIN Pad — please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Inteffink, Maestro, ACCEL, Alaska Options, Jeanie, AFFAI, CU24) EST required: Yes El or No [] ? FCS# required if processing food stamp transactions: LgGt_Card (U.5. only) [3 gill Me Latero payment option (us only) 0 European Direct Debit For EURO Only.* (Valid only far Euro current y divisions) Descriptor I I I I I I I I I I ] rit; bytes) Default will be the first 16 characters of your Caidliolderoescripsor unless otherwise noted Please select country(s) in which you will offer Direct Debit, AT (Austria) 0 BE (Belgium) El DE (Germany) El NL (Nathortands)E] FP (France)E] For GBP only: (valid ort far Gap currency divisions) Descriptor (7bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country., UK n Redeposit Parameter? El No C] Yes Indicate #of days! The default is ^1^ El -P-ay —Pa I (Valid for Us currency only) Payer Email Address: (32 cheracterin"it) (must be a unique email address belonging rotate merchants business and must be working at the time oraccount crea creation. Note, No two accounts ordivisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor LP I A I Y I P 1 (18 bytes) Business Name. Customer Service Phone# (optional) (75 character limit and must not contain the following characters ti, <, and >.) Sales Venue: [] eBay 0 Other Marketplace Ll My own Websits(include http:) El Other Avg.Transaction Price: $ Avg, TransrYr. Percent of Annual revenue from online sales: % Authentication Method: (the method by which you (the merchant) wilt authenticate your customer with PayPal- you mustchasse only one I follovf PayPal Direct El Cardinal Commerce CentinelEj (it Cardinal Commerce is involved, please complete the follondolv): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? YesEl No [I Time Zone (based on mischani's location): —SSL Security: (check one) HTTP El or HT7PSE1 I Tech Contact Name. Phone: Email Address: Revl 1/18110 5 NekvDiwsmScluii/cboo CHASEOF Me chant Services - 4 Northeastern soutevard. Salem. NH 03071—)1952 - .w"v chasepaymenlech.com Phone (603) 896-6000 - Fax (603) 896-8715 - PAerchant—SeNices@ChasePaytiientech.corn SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? Z Merchant [j Other Co. Name: Invoice cloud (re, fulfiliment co. or ECommeme provider) If known, please provide the Presenter ID #(PID), or Submitter # (SU): El 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? El internal 0 External Will you be coding to Chase Paymentech specifications? Yes 0 No Will you use NetConnect Batch for Connectivity? E]Yes 0 No Will you use NetConnect for connectivity for online authorization only? EJ Yes 0 No If yes, NetConnect Contact Name: Email: Userld (if extsnng): Phone: If applicable, name the software vendor and application you will be using to format your files: [12. Will you be using the Orbital Payment Gateway? *If this Is the first division using the Orbita! Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UserlD (it existing) Address: 642 E Washington St. City: Brownsville State: TX —Zip/Postal Code, 78520 Country: USA Phone: 956-542-6825 Email (roquired): "Primary contact must be the merchant contact forsecunly needs. Auto -Settle Time: none Q AM or El PM To meet 10 ET Host whadow. this should be set no toter than Blain to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Profile Management required? ©Yea or ®No Level of access: D Merchant or E] Chain (select one, default is Merchant) VT Import Functionality? E] Yes E] No Auth Recycling? 0 Yes []No #of Recycle Attempts: (vetarart is 3) # of Days between attempts: El 1 Will you be using: El Paypal/Verisign El CyberSource J 4. Will you be using the [Terminal? (retail divisions only) Primary Contact*: UserlD (if existing) Address: CRY: v State: Zip/Postal Coda: ___— Country: Phone: Email (required): 'firviraty contact must be the merchant contact for security needs. Auto -Settle Time: [-j AM or 0 PM To meet 10 ET Host window, this should be set no later than spin to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? E]Yes ©No If Debit, Pin Pad Needed? 0Yes E:3No If Yes, NBS7100E] orVerifone SC50000 fit Yes, Magbik Readers are purchase only) (rremunal is only certified to utilize the above PinPads; and are purchase only) Revi 1118110 t Now Divisioniclyou, CHASE0.1 Memhent SeWlGiis - 4 NorlwaStern Boulevard, Salem, NI -1 03079-1952 - � wchasepaymentechuorn Phone (603) 898-6000. Fax 1603) 89&8715 - tvlerchant_SeNires@ChasePaymentech.com -SECTION 8- PROCESSING METHOD Lc:ontinqed_ —1 0 6. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture E] Terminal Capture ❑ Connectivity: Dial [I NetConnect [I (if NetCormect see requirements below) If NetConnect Where is your software hosted/configured? Corporate locationE] or Division local NetConnect Contact Name: Email address: Usarld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing E] or PIN Pad Purchase Needed[] Injection —Will you be using the Chase Paymentech Encryption Key 171 or you do own your own Encryption Key) El Who will be injecting the Encryption Key into your PIN Pad? Please select one below: El Chase Paymentech Solutions El Other Vendor Name: Equipment/Terminals: Will you El Purchase? El Rent? (US Only) El Use existing equipment? El Yes El No If purchase or rent, date needed by: Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type. Most Capture El Terminal capture n Connectivity: Dial E] NetConneot E] Wireless EJ (if NetConnect see requirement below) NetConnect Contact Name: Email address Userld if existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing [] or PIN Pad Purchase NeededD Injection — Will you be using the Chase Paymentech Encryption Key 0 or you do own your own Encryption Key? Who will be injecting the Encryption Key into your PIN Pad? Please select one below: [I Chase Paymentech Solutions El Other Vendor Name: Store Phone #: Terminal Line Phone P. Dial Out Prefix g8,5l: Customer Service Phone # (if different then Store Phone #) Equipment/Kits/imprinters Ship To Address (if differerifthan store Attention to: location) Please ensure a contact will be available to accept shipment: Street Address: City: Ship to contact's phone#: Store Opening Date: Default will be Store Manager State[Prov: Zip/Postal Code: Country: Ship to contact's email: Special Requirements: Do you require a "re -program" kit? (overlay, quick reference guide, etcJ Yes[] NoEl Do you require an Imprinter? [JYes EDNo Type of Imprinter required: With Dater El or Without Dater El Do you require an Imprinter Plate? DYes E]No Do you require a Welcome Kit? (this Includes sales drafts, credit drafts, etc) YesE] NoE] ReVI1118/10 7 Now Divisiontcboo CHASE 0,'if Merchant Services - 4 Northeastern Boulevard Salem, NH 03079-1952 - vmw chasepaymentechcom Phone (603) 596-6000 .. Fax (1303) 896-8715. PIerchanl_Seraices@ChasepaymenteCh earn Atota: When SPhYnO UD multinlp bank at-connhq n1pago reirrinloto a conarata fnrm dna parh SECTION 9: BANK ACCOUNT INFORMATION Check only one 'at, Settlement Currency in which we Deposit Complete all sections of the 7 options will fund to you (Country where your Bank Acct listed: below_ 6 ealdes 7 Option #10 USD USA A, E (See section A Note section_ Option #2 CAD CAN 61 to B3, E --Option #3USD v CAN 81 to B3, D3, DA, E Option 94 0 USD Int'l C1 to C3, D1, D3, D4, E (list country funds are beinLaeposited in) g d (Swift Code: to to i i bytes) t. 1, tin..) Please Note: Swift code is required ff your division is located outside of the US or Canada and is settiting funds in USD. Wire transfer requires both ACH ABA# and Fedhvire!IRcLuflngk Option #5 E] OEuro, EIGBIP, El JPY, GAUD, [I Euria Bank or SAME as C1 and/or C2, C3, E HKD. EIDKK, EICHR EINOK, EISEV, presentmerittsettlement currency EINZD, CZAR Option # 6 0 OEuro, EIGBP, 0 JPY, [1AU0, 0 If DIFFERENT than Settlement 01 and/or C2, C3, DI WD, EIDKK, MCFIF, EINOK, EISEK, Currency and/or D2, D4. E EINZD, EIZAR, Elm Int'l (list coon W funds are being de osited in Option #7 Ej C]Euro, OGBP, 0 JPY, E]AUD, C1 CAN B1 to B3, D1, D4, E HKD, EIDKK, EICHF, EINOK, EISEK, EINZD, QZAR Section A: US BANK ACCOUNT INFORMATION Lakist, qn! ane method aftransfed���� 0 AGH Transfer 2 2 2 7 1 6 2 7 (ABA #) [I Wire Transfer (See Note) (FLo di #/Ro u lin g #) El Swift Transfer (See Note) (Swift Code: to to i i bytes) t. 1, tin..) Please Note: Swift code is required ff your division is located outside of the US or Canada and is settiting funds in USD. Wire transfer requires both ACH ABA# and Fedhvire!IRcLuflngk Special Wire lnstructions: (60 bytes) Bank Account #: 935309500 Company Name (As appears on Bank Account) Financial Institution Name: J,P Morgan City: Irvine State: CA Zip/Postal Code92614 0 Checking OR 0 Savings City of Santa Ana Country United States -Section B: CANADIAN BANK ACCOUNT INFORMATION: Transfer -Method EFT Only 61 Institution Number EFT Branch Transit Number: Id 82 Swift Code (6 to 1 �Ib�es) (required settlement is USD) B3 Bank Account# Company Name: (As appears on Bank Account) Financial Institution Name City: Province: Postal Code: Country: Canada El Checking OR E] Savings Revs 111810 8 New Divisionfcboo CHASE Ivle4cnartt S,rvlce'J * d NDfUnaa5terr 60L.1evard, S2Iem, N1d - *Nww. Ghaag p yn Ic"om Phone i603i 89G80y0 » Fax: (6031826-97 15 = M1,+ec-,hant Senrtcoe( ChasePay�ne-!Ie<h --,om, C1 Swift Code: (8 to 11 bytes) G2 Sort Code: (Required in Great Britain C3 IBAN/Bank Account ti Company Name: (As appears an Bank account) Financial Institution Name: City: Statetprovince: Special Mire Instructions: (60 bytes) D1 Swift Code: (8 to 'I'I bytes) D2 Sort Code;: (Required in Great Britain D3 Wire Transfer: (USA Only) DA Financial Institution Name: City: _ State/Province: Special Wire Instructions (60 bytes) Postal Code: Country: Postal Code/Zip: ;WIN (Routing 4) Country: Section E: Si 'On behalf or City of Santa Ana 1, Fr uclecr, Gutivrrcz represent and warrant (Merchant legal Name) w (Print Nrame) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to h ansfer funds accordingly,' N n 4 Director of Finance 3/31/2016 or Neste: in order to process this regtiest, please attach an original volved check (starter check or bank statements not applicable) or a bank letter of verification. Reel I! t & t p .> N --n, D� damn: cbao CHASEMerchant Services - 4 Northeastern Boulevard, Salem. NH 03078-1652 - swvwohasepaymenteclh com Phone (603) 896-6000 - Fav (603) 0F,8715 - Merctiant-,SeNices@ChasePayrnentech.com SECTION 10: REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the Information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online, 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination Online Users, Please he sure to complete ell fields below, Salutation: Check one: 0 Mr. Elms. El Mrs. Name: Robert LapidesTitle: EVP Phone 781-848-3733 Fax #: 877-256-8330 Address: 36 Braintree Hill Office Park, Suite 100 CRY: Braintree — StatelProv: MA — Zip/Postal Code: 02184 Country: USA— Email Address: (40 bytes) blapides@invoicecloud.com (usernafrie@dornain.com) Does this contact have a Paymentech Online User ID? Yes E9 No If yes, please provide User ID: Does this User require access to: [] Reporting 0 Transaction History Ej Both Account Masking 0 Yes —E] No For existing merchants - Is this User replacing an individual with Paymentech Online Access? El Yes El No If yes, who? Has this individual left the company? n Yes DNo For existing merchants - Is this User's access to be mirrored like another User Paymentech Online Access? 0 Yes 0 No If yes, who? Salutation: Check one: 0 Mr. 0 Me, El Mrs, Name: Deborah Bowler Title: VP of Operations Phone #-. 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree — State/Prov: -MA — Zip/PostalCode: 02184 — Country: USA Email Address: (40 bytes) dbowler@invoicecioud.com tusemame@domain cctic Does this contact have a Paymentech Online User ID? El Yes [I No If yes, please provide User ID: Does this User require access to: E] Reporting 0 Transaction History 0 Both Account Masking E �EaE]—No For existing merchants - Is this User replacing an individual with Paymentech Online Access? [I Yes 0 No If yes, who? Has this individual left the company? El Yes E]No For existin merchants- Isthis -User's access to be mirrored like another User Paymentech Online Access? 0 Yes No If yes, who? For —additional Users, please submlt —additional forms. 1, Robert Lapides EVP verify that the (Print Name) (Title)' contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History andlor the eport Center. Signature: A , A -.�k-- *(must be signed by Executive or Financial Contact) POV11118110 In New Divisiorrlcboo CS."o) I rive ice�� I Odd Carlyn Althelde EXHIBIT A Systems and Software (Z EBPP 0 Cloud Store 0 Cloud Pay 19 IVR 13 OBD 0 Kiosk iLiaLA,n�� IsO Visa/MasterCard/Discover DAnnerican Express Z ACH/EFT Biller inforrinotion Ownership Type: r -Go Biller Contacts of SantaAna Minerva Mancha, Treasury Services Supv. Address 1: 20 Civic Center Plaza Phone Number: 714_647-5442 -Address Ext. —2: Email Address: City: State; Ca Zip: f"9270 U�hnical Support: Hans lalsen, Project Manager Santa Ana C P' j---T-F(Q-x Phone# 4-4-2 4: 77-14-'-6-4175iO�8-9 Phone Number: 714-64�7-�5442=�E'�i T1 Website URL: -ana.caust' Email Address: -is org r Th/=Wwci.santa .. Business Open Date: Ll Minerva Mancha Federal Tax ID#: 85-6000785. Phone Number; F-714-647-6442 Ext. Email Address- mmanclia@santa-ana.org Signatory Contact: Francisco Gutierrez Title: Finance Director r mnChloo GUlierreZ a ma' Phone Number: 714 6475400 Ext, Email Address. scilla-snaerg N10teS/SpecIcl-H0ndlj1n6 ?aper -work Contact: Will Holt, Treasury & Cuslornor Services Manager. (714) 647-5456, whott@sonto-ono.org. crease note that Systems and Software is still ilmplemenfing Go Mobile for Santa Ana. Ii Biller f6rii New Biller Implementation: Paperless Presentment: F 0.11 Per Item I[ -II -W iter Portal Access 100 Monthly $ 10 0io IC Payment- Credit Card: $ 0.00 Per Item Additional User(s) $ $ -�&nftne 0.00 Monthly Per User 0.0 00 L IC payment- EFT/ACH: $ 0.00 Per Item Bank Direct Ir ct Access: 0, L 25 —pe—ritem Go Mobile ateway 6o Mobile G --finvolce --Presentment---... 0-0 Choose an iten). 000 Harris Go Mobile: $ p00 Per nem [-0.00 Monthly EFTIACH Reject: -- 15.00 ' L '-- Per tern Back $ 120.00 Per Iters 7NaChorge N me of Checking Account As It appeals on check or Bank tell.* rChy of Santa Ana J'P. Merges P Morgan Add 3 Park Plaza Fir 9 vine, Iry VW- - - --- 949-833,4061 Name: De ry Ro uting 322�1627� Account#-_ 322271627 935309500 Yourinv=qL� anent corrections wwoe eIeVMn1RCgtygQL)0sJteCf into this account. 9500 e'. --e),r, � , " , , It i v U OK; ri:K-, i 0 U A. By signing below, the Billet hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute debit/credit entries to its checking/deposit occourtisl indicated above or the depository financial in5fifurtion(s) named above and to debiticredit the same such accounf(s). The Biller acknowledges that the origination of ACH transactions to itsoccount(s) must comply with the provisions of U.S, low. This authority Is to remain in full force and effect until ifl Invoice Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner (is to allow Invoice Cloud a reasonable opportunity to act on it. but nor less than 10 business days' notice: and (if) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and ail other agreements have been paid in full, The Biller must also notify Invoice Cloud. in writing, (by electronic or US. mail) when a change in account number(s) or bank has occurred of which time this authorization shod apply to such now/changed account.'rhis notification must be received within 10 business days of change. A fee will be charged for any returned ACM debits. B. by signing below, the Biller named: (1) has read, agreed to, and acknowledges receipt of the terms and conditions of the Bitter Agreement, affached hereto, as well as the terms and conditions at jy��i w rich is incorporated heroin by reference (2) certifies to Invoice Cloud thatheishe is authorized to sign this Biller Order Form: (3) certifies that all information and documents submitted in connection with this Order Form are true and complete: (4) authorizes invoice Cloud or its agent to verify any of the information given, Including credit references, and to obtain credit; (5) agrees to pay the Monthly Access Fee through the lost day of the month following the effective date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted wit be bound by tire Billet Order Form and the Bitter Agreement in its entirety; (7) agrees that Bitter will submit transactions only in accordance with the Information in this Biller Older Form and Biller Agreement and will Immediately inform Invoice Cloud, by emall (contracts@invdiceclovd.com) it any Information in this Billet Order Form changes, The terms and conditions and this Bitter Order Form. the Biller Agreement and the terms and conditions at constitute the entire integrated Bitter Agreement by and between Biller and Invoice Cloud. if any provision of this agreement hereunder is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision is) sholl be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with ail other provisions remaining In full force and affect- and (8) the Willer agrees and understands ihal outstanding sums due and owing to Invoice Cloud., will be charged daily or monthly and debited from its current depository account. Non -sufficient funds for these debits are grounds for a change in fees or termination of this Agreement. In the event of non-payrnent of any sums due, Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the same. C. By signing below, the Biller hereby gives permission to Invoice Cloud to access his / her credit history via Trans Union, Equifax, or other credit-reparfing agency 0. The Biller Order Form and the Biller Agreement will become effective only when counter signed by Invoice Cloud and upon execution by the Bitter of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF. the parties hereto have executed this Agreement as of this day, June 7, 2018 Accepted ybillor: Accepted by Invoice Cloud: X1 X! torporate Officer I Francisco Gutierrez i Robert Lapides Printed Name Printed Name I Ifie. Dir, Finance and ManagernentSves, EVP Title Title Ver. 2.7 VIA1111V rumjuwn�y. 'quv' ---' MOnTniy M"n Numver Or Dills: 23,000 Number of Cycles: �4 -Number of Installments: ,�veraqe lnvol�ce Amount: Average $250 : Highest Invoice AmountT$ 125,000 fi�illfng We the (please select the applicable months below): Mon OFeb OMar OApr OMay DJun 1.3 Jul 0 Aug 0 Sept OOct 0 Nov 0 Dec 2 All 0 1-f—iofh 0 Ilth-20th 0 21 af - 31d OT ernpl2te I] Bill Print Vendor INFOSEND, IPE Hardware: Choose an item. QTY Choose an �R FeW, L by: 0 Sales Rep C3 Operations Per Unit Price: -Provided Shipping Addir I ping 7-1 ------- if jj",� (if di!ttwenl than locaflar. address) Total Due: $ Services 4#1ect from the below to indicate Item �7-- �Vdlcl 1` Fees N the 3erytkce fee Willibo pold by the Ilern fq�r or N Biller will absorb fee, Paid by Biller 0 Credit Card: -7 Credit In' efc.,honge, fees, dues ossessments, + Credit t Y with I Minimum Minimum ,mum --ff —EFIJACH-.LT$ rd. Aujho�izatlo Card: Authorization + %BPI peritem El ❑ —iFT/ACH: $ per item 0 Flax Pay ACH: $ —Pe rri t e rn er-tern El Flex Pay �Z�H $ per item Item payer Item Paid by Bii3er Cl Credit Card: [0 Credit ruem+hangC, Pee;, dues assessments with Minimum Card: Authorizallon 70M 0 C1 EFTIACH; i Per - - Per Item /A H. $ CH. $ Cl Credit Card Service Fee: 7 Max Cap for Credit Cards: ds' $ F/AM Service Fee., �tmfiv �esponse C1 Paid by payer —�D Paid by Biller WR Vendor - IVR 0 Paid by payer Service Fee + S 7 S/Special Handling: 7— 0 Paid by Biller S T per item surcharge I 1 �11712( —16— -- a 21'i u -"ou - Biller Order Farm -; SALES INFORMATION '_ I _.tool_.. _n .tool. ...._. IC Sales Rep CarlyAltherde Sales Prtnr i Software Prtnr ;S&S _ _.tool _ i Order Type �Add,on, _ tool - Vertical ,GUB j i PRODUCTS & SERVICES ..tool._.. _.. tool.._......_ _.tool... tool_..___ tool___ _ tool___.... tool. T___.__... ProduGts� QEBPP rC.iaud Stare �Clouet Pay .�_�, Pay By text IV -R- y?OBD ,_Kiosk C'j Single Sign On ❑Bill Processor t POSCrnmect r=CSRConnect [II PaylsearMe ---_� ..._-_......tool__..-_ .._. tool_._ Payments VISA/MasterCard/Dlscnver °American express C{TACH/EFT 7 BILLER INFORMATION .— ......-_ ._._. Name an Account ��Clty of Santa Ana Bank Name _ _. _ .._.. . ._._� Ownership Type Government tool_ .. _ tool BILLER CONTACTS Legal Name City of Santa Ana l — --- — —I ..�. _.� tool ..... Implementation MinervaMancha, Treasury5eroices Supervisor Address 1 20 Civic Center Plaza DEPOSITORY (Ypurinvaics NaYment'collecdorrs this account) htouol Phone 714-647-5442 l Fxt i Address 2 �...._. ..._..will _.a_._c-c_oJ-u.nt) .M.e._c_p__—c..wdtoolasl..—d._^inn Routing p 11221 1 Email Address mniancha@santa-ana.org City Santa Ana I State, CA ZIP t 92701_ Technical Support ff Hans Nieise_n Project Manager i_ �... _ Phone 714.647.5400 Fax 714.647.5089 _„.1..„...�._ ... tool Phone 714.647-5442 Website URL iwww.cisanta-ana.ca.us l._.....�._...�___ 7 Email Address hnielsen@santa-ana oig ._ tool_—.- Bus.O en Date 1886 Open Date 1__�._.__.._ ---- --'---------tool. i Marketing Minerva Mancha, Treasury Services Supervisor FS.OpenDate 195-6000785 ral Tax ID _., ,___„._.._ Phone 714-647-5442 1Ext _J 'raderN rax rn and Ce9oi Nar:;e marr,riurcn a, an doco,nenn. _.._ -. _..__L-----_-_... Email Address mmancha@santa-ana.org SIGNATORY AUTHORITY Name Francisco Gutierrez Titre Finance Director Phone 714-647-5400 Fax Email Address iiutierrez@santa-ana.org - ...— _ _ ________ BILLER FEES _..----- _.:.. ____ _T_.__..._._ New BillerlmplamenCation ($) Paperless Presentment Pierre. Biller Portal Access ($) ; IC Payment -Credit Card ver Item Additional User(s)($) _.. IC Payment-EF-r/ACH Perttem Online Bank Direct Access ($} Invoice Presentment($)_ _' � I Mnmmy _ _ Online Bank Direct `_ ' Per ,tern F.FTIACH Reject i$ITW Per Bam Encrypted Reader License Fee ($) Charge Back 1$20_00 _ -. Per item Cloud Store Implementation 5 p O L.._.�- one Tine � Cloud Store Monthly Access i,__.___.�__)_.___.Monthly — Additional Data Storage— #Years (past 2)Bills Per Month i Total Cost ($) BILLER BANK INFO Nn¢e: Muse indutla vnldad fursdxess chackor bank letterforaaeh acawnt .— ......-_ ._._. Name an Account ��Clty of Santa Ana Bank Name Address 13 Park Plaza Fir 9 Irvine CA 92614 Phone ' 1949-833-4061 �� 833a40G1,__ l — --- — —I tool _ DEPOSITORY (Ypurinvaics NaYment'collecdorrs this account) htouol �...._. ..._..will _.a_._c-c_oJ-u.nt) .M.e._c_p__—c..wdtoolasl..—d._^inn Routing p 11221 1 ArcountS _9_._35—_3.09_50_0._ FEES (Invoice and payment pracossing/ear wlll6e cit rontmny deducted Jraro this account' ol—_..__.__..__.____._�.__ Routing N �I'322271627 1 Account It 1935309500 ________.__._.._.___.....__.__.._. NOTES/SPECIAL HANDLING ie City's Software vendor far Parks & Recreation is CivlcRev. Ao Fuller Order Form CERTIFICATION AND AGREEMENT - _ -- _e A. By signing hekow, tha3dlar hereby authorities Invoice Chi d, Irle t"Iavnka Etnuu d"kt0,odiaandexecma d;dit bitJcreentries ill its checRtng(dapusikaeenurvt(s)ir,tlicatettabovaz etlre depositary financial Innitudants) named above and to debit credit the same sock accounllsl. The Bitter acknow edges that the origination MACH transactions t0 its aecount(s) must Cooddy with the Provisions of U.S. law. This aupandyts t6 remain in fail fact. and effect until (Fj Invoice Cloud has receivers Written notification (by eleCaTork Or U.S. mail) from the 0,110, of Its revocation In Such time and me.", as to allow Invoice Cloud a remorldi1te Opportunity to act a, it, but not less the, Te business days ootics; and till all obligations of the Biller m Invoice Cloud that have arisen wider this Agreement and ail other agreements have been paid in full. Tile Hiller .at also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account nuarthuh) or bank has Occurred at which time this authmhation shall apply to such new/changed acccurn. Tbis notification must be received within to business days of change. A fee will be charged for any returned Af tt debits_ By signing below, the Biller named; (1) has read, Agreed to, and acknowledges receipt of the Biller Agreement, Biller TI -C and other Order forms executed by the Biller, amd (2) Certide5 to Invoice Cloud that he/she is authorized to sign F'o Order Farm; 13) certifies mat id urformation and documents submitted In comecthon vdth this Order Farm are tree and complete: (d) authorizes Invoice Cloud or its agent to verify any of the information given, Including credit references, and to obtain credit reports (including a $pence if in a community property ,total; (a) agrees to pay the Monthly Access Fee through the last day of the month following the effective date of terminasion as provided in the Opting Agreement; (S) agrees that Biller and eardt transaetlon submitted will be bound by the Order Perm and tlhe Biller Agreement in Its entirety; (6) agrees Chat Biller writ submit transactions only in accordance with the Information in this Order Farm and Biller Agreement and will Immodia Lely inform mvdice Cloud, by email (conlraots(lalnvaice<loutl.com) If any Information in this Order Form changes, and 17) the Oilieragrees and understands that outstanding sums can anti owing to InvoiceCaud., will be charged dally or directly and debited front its currant dolsoskary account. Nom sufficient funds to, duce debits are grounds for a Change In fees pr termination of due Agreement. In the event of non-payment Of any sums due, Invoice Cloud reserves the right t0 withdraw such sums from Hie current depositary, account at anytime to ensure payment of the same. C. pay by Text! Standard data rates and text messaging rates may apply basalt on Coe pnynYs plan War their mobile phone carried. flavor can opt out of text messaging at any time with Invoice Claud. Partial payment or Overpayment is not supported. Service fees may apply based on the biller set up with invoice Cloud. Bider may not use the service for activities drat vhaime any law, statute, ordinance or regulation. a. By Agoing bilow, the Biller hasty, ghees pemdssion to dwa ice Claud to access his J her credit history via Trans Union,Equifax, or ther confit reporting agency. E. The Order Fonn and the Biller Agreement will became effenlye only when counter -signed by Invoice Gaud and upon execution by ate Other of Bach third party agreement required by invoke Cloud to permit We of the payment function of the Service. —.—_— InWRNE55WNF.PEUF, the parties hereto have axecumdthls Agreementas of this day Accepted by Biller Accepted by Invoice Cloud: Corporate Officer Corporate filler 1 Francisca Gutierrez - printed Naim printed Name Finance Director i Piz �Jl�'t/e' f ' t i�Vt� G.! i ii! Tltle Title A.o INVOICE PARAMETERS m be s.... Pet for eadi !.,otre r,'. Biller Order Form Invoice Type Parks & Recreation Date. 6(22(2017. Biller Software CivicRec Lu�z 5 + ;bu !%Bp Pricing Model Nom,Submitter [J"Earn,[]Cloud Store Mcleod P&/ ElPayllyText ElVIR F1081) [")Kiosk Products 'isurgre Sign -On [:]Bill ProcessorPOSConrvia , � 2 - EICSItcort F.-iPayNeirme Services 1/7VISA/MasterEard/Discover S per item UTILITY INVOICE TYPE BILLINGDECAILS ,P[Lase Indicate which months bills are sent by placing the bill count far each month below: i Mar r Jan Fab Apr may Credit Card Sep I Oct Dec 100 06 100 100 100 1 100 1 100 1 100 -7 vo-0 -- -- 100 100 MI Avg Invoice xlnvoice5 [56670.00' PRINTED BILLS N11 Mailing Dates -Ist- 10th zoth ,girt -31st Bill Image Provider [JrTeMptate er Print Vendor -Biller - - ---------- - - - Bill Print Vendor contact HARDWARE Per Unit Price --$0.00 I Monthly Total Due Monthly SERVICE FEES Paid I CretllY Card Partner Phone Provided By opinations L---- - I . ShippingAddr, r1teryivernnthon lercnior edd ... i the wk"ry fw&,x if I .. ...... eJ,, Mll be,d &, Lpci,r o fielre, MY b ... I, 'W with 8 minimum Credit Card Paid by Biller BPM 100 1 NOTES/SPECIAL HANDLING I No Discover, Visa and MasterCard only v4p Lu�z 5 + ;bu !%Bp per item EPTJ-kc-H—1 Im, $ per item Flex Pity ACE L per item J, - flex S per item UTILITY INVOICE TYPE Paid by Payer Paid by Biller Credit Card % th with minimum Credit Card -LJ AM F,,,, Pv,thow vls(, Acro .O ,,) 'Inlxrelwoy(, t. s, due lx;es3meni5, + E r/A C H 11 i per item EPT/ACH -- -------- LF perhben, UTILITY FLAT RATE rotes tejvr U6111111 111dt 1:111d, mIlt b,'B df v, pa9u1 Credit Card PIT i -Service Fee. Max Cap for Credit Cards -EFT/ACH I Service Fee: EFT/ACH Paid By INTERACTIVE VOICE RESPONSE (IVR) Y - -- --- iervic-e-FeeJ Paid by -Biller Per Item Surcharge 1 NOTES/SPECIAL HANDLING I No Discover, Visa and MasterCard only v4p 166 ► ar CERTIFICATE OF LIABILITY INSURANCE �....-�""- gwtN: zzaso6a DATE130120/YYYY) 10l30I2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. if SUBROGATION IS WAIVED, subject t0 the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in ;leu of such endorsements . PRODUCER Lockton Companies, LLC 5847 San Felipe, Suite 320 Houston, TX 77057 CONTACT NAME:880-829-8385 PHONE MAX -- u' (A/C MAIL ADDRESS, ___INSURERISI AFFOROINO COVERAGE NAIC9 v COMMERCIAL GENERAL LIABILITY INSURER A: Ace American Insurance Co. 22887 INSURED insperlty, Inc. L/C/F— INSUHERB: INSURER C: INVOICE CLOUD, INC. 19001 Crescent Springs Drive— Kingwood, TX 77339 INSURER D CLAIMS -MADE ❑ OCCUR INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS_. INSR TR TYPE OF INSURANCE ADDLE INRD BR WVD POLICY NUMBER POLICY EFF DNYYY) POLICY EXP (MMIODNMI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS -MADE ❑ OCCUR DA A E T REN E5___ MEDEXP_(AnLane Brenn 5 .__._..._....._._,_..__. PERSONAL &ADV INJURY S AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S GEN'L POLICY [._ ] PRO- I_.-.� LOC PRODUCTS - COMPIOP AGO $_ $ OTHCR: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT )n.9..94.SL93IlIL $ -_— BODILY INJURY (Per person) S ANYAUTO _ AUTOS LL NEO AUTQDULED BODILY INJURY (Per accident) S HIRED AUTOS NOWOWNEO -P oPERa Y DAMAGE L $ g a UMBRELLA LIAB OCCUR EACH OCCURRENCE 5 AGGREGATE _ S EXCESS LIAB CLAIMS -MADE DEO RETENTION S� _ Is A WORKERS COMPENSATIONER AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERtEXECUTIVE OFFICERAIEMBER EXCLUDED? NIA C65768039 10/1/2018 10/1/2019 X OTH- E.L. EACH ACCIDENT S 1,000,OW -'---- E.L. DISEASE -EA EMPLOYEE ----- $ 1,000,000 (Mandatory In NH) ifyae, describe under OESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000.000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORO 101, Additional Romarlro Sohodulo, maybe attached If more apace Is required) CITY OF SANTA ANA 20 CIVIC CENTER PLAZA; PO BOX 1964 SANTA ANA, CA 92702 ACORD 25 (2015103) The ACORD name and logo are registered SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE lh. Rw CERTIFICATE OF LIABILITY INSURANCE �r.�'" ACCtH: 228308!4 DATE/30120/YYYYI 10/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 5847 San Felipe, Suite 320 Houston, TX 77057 CONTACT MEE— 886-828-8365 PHONEFAXFAX�- MA Le,EX11. 1 lAlo N"I% -- ADDRESS, IN,SURERIS) AFFORDING COVERAGE NAIC N _ INSURER A- Ace American insurance CO, 22667 ---------_---— INSURED Insperlty, Inc. L/CIF INSURERBr — — INSURER C: INVOICECLOUD,INC. 19001 Crescent Springs Drive Kingwood, TX 77339 INSURER D: INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OFINSURANCE ADDLSUBft NAD WVD POLICY NUMBER POLICY EFF M IDO[YYYY) POLICY EXP IMMIDDIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE D OCCUR DA A E R ED — PREMISES IE8 occurrence � S EXP (An aro arson) 5 _ _MED P_ERSONAL SAOV INJURY S AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ GEN'L POLICY JE�7 _ LOC PRODUCTS COMP/OP AGG 8 $ OTHER' AUTOMOBILE LIABILITY COMBINED SINGLE UMI S BODILY INJURY (Per person) S ANYAUTO _ ALL OWNED SCHEDULED AUTOS _ AUTOS BODILY INJURY Per accident) ( $ ROaca enDAMAGE 8 HIREDAUTOS AUTOS $ UMBRELLA LIAR OCCUR EACH OCCURRENCE AGGREGATE S1 EXCESS LIAR CLAIMS -MACE _ DED I IRETENTIONS $ A WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOWPARTNEWEXFCUTIVE OFFICER/MEMBER EXCLUDED? N/A C05768039 1011/2018 10/1!2019 OTH X STATUTE, ._ _ _ E.L, EACH ACCIDENT s 1,000,060 -----"-------- E.L, DISEASE -EA EMPLOYEE - S 1,000,090 (MandatoryinNH) (yyes, describe under DESCRIPTION OF OPERATIONS below E.L, DISEASE -POLICY LIMIT $ 1,009,000 DESCRIPTION OF OPERATIONS ILOCATIONS I VEHICLES (ACORD 161, Additlonal Remarks Schedule, maybe attached If more space Is required) 10 CITY OF SANTA ANA 20 CIVIC CENTER PLAZA; PO BOX 1964 SANTA ANA, CA 92702 7_a. L9Laalal:..BIEI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE MI-WrIm w t<.I Vivol I II. M'a '..'I IV 01M IVWV Grtl FUtNSLUFVU IIIdrRS V1 AL UMLI DATE(MMIDDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE 4/11/2027 4/21/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies,LLC CONTACT NAME: DBA Lockton Insurance Brokers,LLC in CA PHONE FAX CA license#OF15767 (A/C,No Ext: A/C,No E-MAIL 8110 E Union Ave.,Ste.100 ADDRESS: Denver CO 80237 INSURER(S)AFFORDING COVERAGE NAIC# denver-ceps@lockton.com INSURER A:Berkley National Insurance Company 38911 INSURED INVOICE CLOUD,INC INSURER B:Riverport Insurance Company 36684 1567218 10 Fan Pier Boulevard INSURER C:Federal Insurance Company 20281 Boston,MA 02210 INSURER D:Indian Harbor Insurance Company 36940 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 23410206 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDIYYW W MMIDD/ YY A X COMMERCIAL GENERAL LIABILITY Y N TCP 7031 343-1 0 4/11/2026 4/30/2027 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) ccurrence $ 1 000 000 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JE� � LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY N N TCP 7031343-10 4/11/2026 4/30/2027 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXXXX X HIRED X NON-OWNED PROPERTY DAMAGE $ XXXXXXXAUTOS ONLY AUTOS ONLY Per accident X Coll Ded:$1 X Com Ded:$ 00 $ XXXXXXX A X UMBRELLA LIAB X OCCUR N N TCP 7031343-10 4/11/2026 4/30/2027 EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 15,000,000 DED I I RETENTION$ $ XXXXXXX WORKERS COMPENSATION PER OTH- B AND EMPLOYERS'LIABILITY YIN N TWC 7031344-1 0 4/11/2026 4/1 1/2027 X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1000 000 OFFICER/MEMBER EXCLUDED? N N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Crime N N J07113808 4/11/2026 4/30/2027 Limit:$2,000,000 D Cyber/Tech E&O/PL MTP9050460 00 4/11/2026 4/30/2027 Limit:$5,000,000;Ret$250,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Agreement:A-2020-028. City of Santa Ana is/are an Additional Insured to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. APPROVED By Tu Tran Nguyen at 4:19 pm,Apr 29,2026 CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 23410206 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City 0 Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza f AUTHORIZED REPRESENTATNE Santa Ana CA 92701 ©1988-20j ACORD CORPC,RATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D690284 Master ID: 1567218, Certificate ID:23410206 Additional Named Insured Schedule 2026-2027 • Invoice Cloud, Inc. • IVR Technology Group LLC • Metropolitan Communications LLC • Payment Service Network, Inc. • Invoice Cloud Security Corp • InvoiceCloud Pvt. Ltd. (India) Attachment Code: D644713 Master ID: 1567218, Certificate ID:23410206 L MXXTON" City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92701 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless deliveryof Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 23410206. -Email: mountainwestedelivery@lockton.com -Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code: D649775 Certificate ID: 23410206 POLICY NUMBER: TCP 7031343-10 COMMERCIAL GENERAL LIABILITY CG83601219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured— Lessors of Leased L. Duties in the Event of Occurrence, Offense, Equipment Claim or Suit B. Additional Insured—Owners, Managers or M. Expected or Intended Injury or Damage Lessors of Premises roperty Damage) C. Additional Insured - Primary and Non- N. Damage to Premises Rented To You contributory D. Additional Insured—Vendors O. Medical Payments E. Additional Insured—Written Contract or P. Non-owned Aircraft greement F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission amage to Property—Borrowed Equipment, giver of Subrogation - Blanket Customer Goods, Use of Elevators K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or"property damage" caused by an "occurrence" that takes place, or"personal and advertising injury" caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II -Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any"bodily injury" or"property damage" caused by an 'occurrence" that takes place, or"personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED -VENDORS Under Section II -Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Arises out of"your products"which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in "your products" made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of"your products"; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of"your products"; or f. "Your products"which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED -WRITTEN CONTRACT OR AGREEMENT Under Section II -Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for"bodily injury" or"property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your"locations" owned by or rented or leased Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 2. Under Section V - Definitions, the following is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II -Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. "Bodily injury" to: a. A co-participant, your"employee" or"volunteer worker"while participating in amateur athletic activities that you sponsor; or b. You, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. "Property damage"to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co-participant, your"employee" or"volunteer worker"; or b. You, any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V- Definitions, the definition of"bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II -Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership,joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE -BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for"property damage" liability is subject to the following: 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because"your work" was incorrectly performed on it; do not apply to "property damage"to "customers' goods"while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. 2. Subject to the Each Occurrence Limit, the most we will pay for"property damage" to "customers' goods" is $25,000 per"occurrence". 3. Under Section V - Definitions, the following is added: "Customers' goods" means goods of your customer on your premises for the purpose of being: CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 b. Used in your manufacturing process. 4. Under Section IV-Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II -Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 2. Under Section V - Definitions, the following definition is added: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV-Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an "occurrence" offense, claim or"suit"; and b. Send us documents concerning a claim or"suit" apply only when such accident claim, "suit" or loss is known to: (1)You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence"to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular"occurrence" is a liability claim rather than a workers' compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I -Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury "Bodily injury" or"property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or"property damage" resulting from the use of reasonable force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of"property damage" to premises while rented to you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV- Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. "Insured contract' of Section V- Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract'. 6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I -Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is$15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I -Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance- Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II -Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance- CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. Attachment Code: D649775 Certificate ID: 23410206 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II -Who Is An Insured, item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I -Coverages, Supplementary Payments -Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV-Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION -BLANKET Under Section IV-Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission.