PHOENIX PAYMENT SYSTEMS DBA ELECTRONIC PAYMENT EXCHANGE (EPX) - 2013

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?-----• O = F-Ms/Tre?iv.,n1CL? / Chrl?bnF l?uar e ?? D? 10 2012 0? N-2012-147 e/ec?ronic payment exchange EPX ELECTRONIC TRANSACTION PROCESSING AGREEM? st This Agreement is made this ? day of?r n i Q1?___, by and between, City of Santa Ana with an address at 20 Civic Center Plaza, Santa Ana, C.?? 92?70?1 (" pany") and Phoenix Payment Systems, Inc., a Delaware corporation, (dba Electronic Payment Exchange) with an address at 1201 N. Mazket Street, Suite 701, Wilmington, DE 19801 ("EPX"). Company wishes to initiate electronic debit transactions through EPX to bank accounts maintained by its customers. EPX will utilize the Automated Cleazing House at the United States Federal Reserve ("Federal Reserve") in order to provide this service. Now, therefore, in consideration of the promises contained herein, it is agreed as follows: For purposes of this Agreement and the Schedules referred to herein, the following definitions apply unless the coritext otherwise requires. Capitalized terms used, but not defined, in this Agreement shall have the respective meanings as set forth in the NACHA Operating Rules. A. NACHA -means the National Automated Clearing House Association that establishes the standards, rules and procedures (the "NACHA Operating Rules") that enable depository financial institutions to exchange payments on a national basis. B. ACH -means Automated Cleazing House Network, which is a funds transfer system, governed by the NACHA Operating Rules that provides for the interbank clearing of electronic entries for participating financial institutions. - - - C. Internet (WEB) Initiated Entries -means origination of debit entries (either recurring or single entry) to a consumer's bank account pursuant to Written Authorization that is obtained from the consumer via the Internet. D. Written Authorization -for Internet (WEB) Initiated Entries, means that (1) consumer must be able to read the authorization language displayed on a computer screen or other visual display; (2) Company should prompt the consumer to print the authorization and retain a copy; and (3) Company must be able to provide the consumer with a hazd copy if the authorization is requested. E. Bankin Dav -means any day on which a participating financial depository institution is open to the public during any part of the day for carrying on substantially all its banking functions. F. Settlement - means a transfer of funds between two parties in cash, or on the books of a mutual depository institution, to complete one or more prior transactions, made subject to final accounting. Settlement for the ACH system usually occurs through the Federal Reserve. G. Settlement Date -means the date on which a transfer of funds with respect to a transaction is reflected on the books of the Federal Reserve. 2. EPX will transmit bank account entries initiated by Company to the ACH as. provided in the NACHA Operating Rules. Company may utilize the EPX BuyerWall technology in the processing of ACH transactions. "BuyerWall" shall mean the EPX patent pending technology that utilizes the EPX hosted front-end applications in conjunction with a unique transaction identifier allowing Company to eliminate contact with bank account information during the processing, transmission and storage of ACH data. 3. Company and EPX will comply with the NACHA Operating Rules insofar as applicable, and the applicable NACHA Operating Rules are incorporated into this Agreement by reference. EPX agrees to keep Company advised of NACHA Operating Rules as they are applied and updated by NACHA. The specific duties of Company and EPX provided in the following pazagraphs of this Agreement in no way limit the foregoing undertaking. Company represents and warrants that it has obtained all necessary regulatory approvals, certificates and licenses to provide any services it intends to offer and that it is in compliance with the regulations of the Federal Trade Commission and the Federal Communications Commission and shall comply with all present and future federal, state and local laws and regulations pertaining to Transactions, including, without limitation, the Federal Fair Credit Reporting Act, the Federal Truth-in-Lending Act, the Electronic Fund Transfers Act, the Federal Equal Credit Opportunity Act, as amended, and the Telephone Disclosure and Dispute Resolution Act, as applicable. 4. Company shall obtain all Consents and Authorizations (including without limitation Written Authorization for Internet (WEB) Initiated Entries) required under the NACHA Operating Rules and shall retain such Consents and Authorizations for two (2) yeazs a8er they expire. Company shall beaz the full liability for, and shall indemnify EPX from, ACH items returned by the consumer whose account was debited whether or not proper Consent and Authorization was obtained. In accordance with NACHA Operating Rules, EPX shall reject return items deemed "untimely" and shall dispute return items at Company's request. In no event, however, shall EPX be liable for Company's ACH return items. Initials GDS V FBcH\602228.2