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directly to CardFlex and will take such other actions as are reasonably necessary to keep City's employees informed of news and developments related to the
<br />CardFlex Services.
<br />(c) Following the time that the Customer Data corresponding to an application for a CardFlex Card is made available to CardFlex, CardFlex will begin processing the
<br />request and will make best efforts to deliver to such Customer a permanent CardFlex Card in a timely manner. CardFlex will deliver such CardFlex Card by (i) personal
<br />delivery, (ii) mail, or (iii) prepaid overnight express delivery service or same-day local courier service to the address included in such Customer Data. The
<br />CardFlex Card shall identify CardFlex and/or its banking partners as the issuers of it and shall indicate at least the name, address, toll-free telephone number, and
<br />logo for CardFlex.
<br />(d) CardFlex fees, the fees it charges and receives from City for the CardFlex Services are outlined in ADDENDUM A; and, the fees it charges and receives from
<br />Customers for the CardFlex Services are outlined in ADDENDUM B.
<br />(e) CardFlex represents, warrants, and covenants that, to the extent related to the CardFlex Card and CardFlex Services offered and provided by it, to it's Customers and
<br />related to the performance of its obligations under this Agreement, (i) all federal, state, and local laws and regulations have been complied with in all material
<br />respects relating to this Agreement (ii) any and all licenses, permits, and other authorizations required by federal, state, and local laws (collectively, the "CardFlex
<br />Authorizations") have been obtained, are in full force and effect, and are valid under applicable federal, state, and local laws; (iii) the continuation, validity, and
<br />effectiveness of all the CardFlex Authorizations shall not be impaired or adversely affected by the terms hereof, and (iv) it will maintain the effectiveness of all of
<br />the CardFlex Authorizations, or obtain new or additional CardFlex Authorizations, as necessary to permit it to perform its obligations under this Agreement.
<br />(f) CardFlex will pay when due, all federal excise taxes and all state and local use or sales taxes imposed in connection with the provision of the CardFlex Service.
<br />City will pay when due, all federal excise taxes and all state and local use or sales taxes imposed in connection with funds collected by it for the Customer Services
<br />to the extent such taxes can be collected from the Customer. Each Party will also file when due all required tax returns required to be filed connection with its
<br />business and with the collection and remittance of any applicable excise, use, or sales taxes for which it bears responsibility under this Section 4(f). CardFlex will
<br />indemnify City against any such taxes imposed on or due by Issuing Bank.
<br />(g) City will make available for transmission (if obtained by City) to CardFlex, the information obtained by City from the Customers for the CardFlex Services.
<br />That information shall consist of the Customer's name, address, telephone number, and other such required information (collectively "Customer Data").
<br />(h) City represents, warrants, and covenants that, to the extent related to the Customer Services provided by City, (i) all federal, state, and local laws and regulations
<br />have been complied with in all material respects relating to this Agreement; (ii) any and all licenses, permits, and other authorizations required by federal, state and
<br />local laws (collectively, the " Customer Authorizations') have been obtained, are in full force and effect, and are valid under applicable federal, state, and local
<br />laws; (iii) the continuation, validity, and effectiveness of all of the Customer Authorizations shall not be impaired or adversely affected by the terms hereof, and (iv) it
<br />will maintain in effect the Customer Authorizations, or obtain new or additional Customer Authorizations, as necessary to permit it to perform its obligations under this
<br />Agreement.
<br />(i) Any other provision of this Agreement to the contrary notwithstanding, as between City and CardFlex, CardFlex shall have the right at any time to cause
<br />another qualifying bank other than the initial Issuing Bank to become the issuer of the CardFlex Cards proposed to be issued pursuant to the terms of this
<br />Agreement, and, upon CardFlex's request, City agrees to exert its commercially reasonable best efforts to facilitate substituting another bank (the or a "Successor
<br />Bank") for the initial Issuing Bank for all purposes of this Agreement, it being understood that the Parties intend that the material terms of this Agreement shall be
<br />unaffected by any such substitution of a Successor Bank for the initial Issuing Bank.
<br />5. Term: "Termination.
<br />(a) The term of this Agreement begins on the Effective Date and shall continue for a period of not less than 48 months from the Effective Date. After the initial
<br />period of 48 months, this Agreement may be renewed by mutual agreement of the parties, on the anniversary of the Effective Date, for a period of 12 months (the
<br />"Annual Expiration Date"). Either party may terminate the agreement by giving written notice to the other Party of the notifying Party's intent to terminate this
<br />Agreement at least 90 days before the Annual Expiration Date; if that notice is timely given, the term of this Agreement shall expire on the Annual Expiration Date
<br />immediately following the date on which that notice was given. (Any other reference in this Agreement to the "termination" of this Agreement shall include, without
<br />limitation, the expiration of the term set forth in this Section 5(a).)
<br />(b) Either Party may terminate this Agreement before the expiration of the term set forth in Section 5(a), by giving the other Party written notice of termination,
<br />upon any of the following events of default by the other Party. (i) The other Party fails to pay any amount when due under this Agreement and that payment failure
<br />continues for ten Business Days after written notice of that payment failure is given by the Party entitled to payment; (ii) the other Party continues its failure to
<br />perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (other than a payment or other obligation addressed in either
<br />of the immediately two preceding clauses) for 30 days after written notice of that failure (which describes the failure with reasonable specificity) is given by the Party
<br />entitled to performance; (iii) any bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the
<br />other Party or, if instituted or commenced involuntarily against the other Party, is not stayed or dismissed within 60 days after that involuntary institution or
<br />commencement, or (iv) the other Party otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for the
<br />benefits of its creditors, or enters into any workout or similar arrangement with its creditors; whenever in this sentence the term "Party" is used in relation to rights
<br />of City to terminate this Agreement for the action or inaction, or an event involving, the other Party, City shall have the same termination rights with respect to any
<br />such action or inaction by, or event involving, either CardFlex or Issuing Bank. The Parties may also terminate this Agreement by mutual written consent.
<br />Notwithstanding the effect of the immediately preceding clause (ii) in light of the Parties' respective obligations in Sections 4(e) and 4(h) of this Agreement, the Parties
<br />agree that a Party's loss of or inability to secure any governmental or regulatory license or authorization in any particular state of the United States, including
<br />(without limitation) the District of Columbia (a "Lost State") while maintaining necessary governmental or regulatory licenses or authorizations in one or
<br />more other states, shall not alone (i.e., without any other failure to perform by that Party) give the other Party a right to terminate this Agreement as a whole, but
<br />will give the other Party the right to cease performing those of its obligations hereunder, after the loss of that license or authorization, which arise or are performable
<br />only in, or correspond to or facilitate the performance of the first Party of its obligations hereunder in, the Lost State.
<br />(c) A Party's termination of this Agreement under Section 5(b) shall not be its exclusive remedy for any default by the other Party or affect such other Party's responsibility
<br />for performing its obligations under this Agreement.
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