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25C - AGMT MERCHANT PROCESSING SVCS
REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 16, 2018 TITLE: AUTHORIZE RENEWAL AGREEMENT WITH INVOICE CLOUD FOR MERCHANT PROCESSING, ENHANCED ELECTRONIC BILLING AND PAYMENT PRESENTATION, AND OPTIONAL ASSOCIATED KIOSK PAYMENT ACCEPTANCE SERVICES (STRATEGIC PLAN NO. 7,5F) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: -:• q ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Renewal Agreement with Invoice Cloud, Inc. for merchant processing and enhanced electronic billing and payment presentation (EBPP) services for four years to include the current fiscal year ending June 30, 2019 and covering the period through the 2021-22 fiscal year ending June 30, 2022 for a total amount of $910,000 subject to non -substantive changes approved by the City Manager and City Attorney. Annual compensation for merchant processing enhanced EBPP services to be set at $190,000 based on anticipated transaction volume, with a $50,000 merchant processing contingency applicable over the four (4) year term of the renewal agreement to cover excess actual transaction volume. Renewal Agreement to also include an additional optional contingency for associated kiosk payment acceptance services in an amount not to exceed $100,000. DISCUSSION The Finance & Management Services Agency Treasury and Customer Service Division (Treasury) is responsible for the billing and payment processing of numerous City programs including: Municipal Utility Services (MUS), Paramedic Subscription, Dog License, Business License Tax, Proactive Residential Enforcement Program (PREP), and the CivicRec Recreation Management System. Since 2015, Invoice Cloud has successfully integrated with various City programs designed to improve customer service by providing efficient and cost-effective enhancements in the manner which residents and stakeholders are able to pay for City services. Invoice Cloud provides both residents and stakeholders the ability to process real-time online payments and establish reoccurring payments for the following revenue accounts: MUS, Business License Tax accounts, and certain Park & Recreation services. In addition, invoice Cloud has also facilitated the payment 25C-1 Renewal Agreement With Invoice Cloud, Inc. for Merchant Processing, Enhanced Electronic Billing and Payment Presentation, and Associated Kiosk Payment Acceptance Services October 16, 2018 Page 2 processing of the City's pay by phone system for MUS accounts. The following table demonstrates the volume of transactions and revenue being enabled with Invoice Cloud's services: During the most recently completed Fiscal Year 2017-2018, Invoice Cloud has facilitated approximately 100,000 online transactions, totaling approximately $27.3 million in revenue and conversely assisting with reduction of labor costs while improving staff efficiency and customer service. In November 2015, the City entered into a short term contract (N-2015-174) with Invoice Cloud, Inc. ("Invoice Cloud") to provide online credit card and ACH payment support for Business License Tax accounts, replacing CardFlex, Inc. the original merchant processor who lost capability to perform ACH transfers. On March 2016 the City Council authorized an interim amended agreement (N-2015-174-01) to extend the term of the Invoice Cloud contract for six months. In addition, the amendment allowed for further analysis of Invoice Cloud's ability to integrate with other payment acceptance service providers and to evaluate the comparable performance factors. These factors were also included in a June 2015 Request for Proposals (RFP) conducted by the City of Anaheim which reflected requirements that are locally unique to the cities of Santa Ana and Anaheim. On that basis, in accordance with SAMC Section 2-807 (d), staff recommended that the City recognize the results of the Anaheim RFP process and enter into a two-year contract extension (A-2016-134) with Invoice Cloud effective July 1, 2016 through June 30, 2018. Subsequently, based on Invoice Cloud's successful integration and performance with other City payment acceptance processors over the past two years, staff recommends that the City enter into a renewal agreement with Invoice Cloud for continuing merchant processing services for a term of four (4) years. In addition to providing enhanced EBPP and full merchant processing services, Invoice Cloud is also a fully authorized provider of walk-up kiosk payment solutions per their partnership agreement with Kiosk Information Systems, Inc. ("Kiosk"). The City's current walk-up payment kiosk received replacement parts in 2017. However, it is in need of multiple hardware and software upgrades and ongoing future program hosting and maintenance. Invoice Cloud is committed as part of the City's authorization- for a 4 -year Renewal Agreement for merchant processing services to extend a contingent option, solely exercisable by the City, for a fully updated payment kiosk hardware and software solution. This optional solution would utilize Kiosk certified hardware, software, hosting services and program maintenance and would be exercised on a three-year lease period beginning July 1, 2019 and continuing through June 30, 2022 for a net amount not to exceed $100,000. The solution would initially cover all walk-up MUS payments (87% of current transactions) and would then be extended to Dog License and Business License Tax payments. STRATEGIC PLAN ALIGNMENT 25C-2 Business Tax MUS Parks & Recreation Invoice Transactions Sales Transactions Sales Transactions Sales Cloud 7,769 $2,999,902 93,325 $24,339,713 735 $51,187 FY 17-18 During the most recently completed Fiscal Year 2017-2018, Invoice Cloud has facilitated approximately 100,000 online transactions, totaling approximately $27.3 million in revenue and conversely assisting with reduction of labor costs while improving staff efficiency and customer service. In November 2015, the City entered into a short term contract (N-2015-174) with Invoice Cloud, Inc. ("Invoice Cloud") to provide online credit card and ACH payment support for Business License Tax accounts, replacing CardFlex, Inc. the original merchant processor who lost capability to perform ACH transfers. On March 2016 the City Council authorized an interim amended agreement (N-2015-174-01) to extend the term of the Invoice Cloud contract for six months. In addition, the amendment allowed for further analysis of Invoice Cloud's ability to integrate with other payment acceptance service providers and to evaluate the comparable performance factors. These factors were also included in a June 2015 Request for Proposals (RFP) conducted by the City of Anaheim which reflected requirements that are locally unique to the cities of Santa Ana and Anaheim. On that basis, in accordance with SAMC Section 2-807 (d), staff recommended that the City recognize the results of the Anaheim RFP process and enter into a two-year contract extension (A-2016-134) with Invoice Cloud effective July 1, 2016 through June 30, 2018. Subsequently, based on Invoice Cloud's successful integration and performance with other City payment acceptance processors over the past two years, staff recommends that the City enter into a renewal agreement with Invoice Cloud for continuing merchant processing services for a term of four (4) years. In addition to providing enhanced EBPP and full merchant processing services, Invoice Cloud is also a fully authorized provider of walk-up kiosk payment solutions per their partnership agreement with Kiosk Information Systems, Inc. ("Kiosk"). The City's current walk-up payment kiosk received replacement parts in 2017. However, it is in need of multiple hardware and software upgrades and ongoing future program hosting and maintenance. Invoice Cloud is committed as part of the City's authorization- for a 4 -year Renewal Agreement for merchant processing services to extend a contingent option, solely exercisable by the City, for a fully updated payment kiosk hardware and software solution. This optional solution would utilize Kiosk certified hardware, software, hosting services and program maintenance and would be exercised on a three-year lease period beginning July 1, 2019 and continuing through June 30, 2022 for a net amount not to exceed $100,000. The solution would initially cover all walk-up MUS payments (87% of current transactions) and would then be extended to Dog License and Business License Tax payments. STRATEGIC PLAN ALIGNMENT 25C-2 Renewal Agreement with Invoice Cloud, Inc. for Merchant Processing, Enhanced Electronic Billing and Payment Presentation, and Associated Kiosk Payment Acceptance Services October 16, 2018 Page 3 Approval of this item allows the City to meet Goal #7 - Team Santa Ana, Objective #5 (create a culture of innovation and efficiency within the organization), Strategy F (explore opportunities to engage with outside agencies, both private and public, to share information and increase efficiencies). FISCAL IMPACT Funds in the amount of $190,000 are budgeted and are available in fiscal year 2018-19 for ongoing merchant processing services in Finance and Management Services Agency account no. 01110130-62300, Public Works Agency account no. 06017640-62300, and in Parks, Recreation and Community Services Agency account no. 01113230-62300. Combined funds in the amount of $190,000 for fiscal years 2019-20, 2020-21, and 2021-22 will be budgeted and available in said accounts upon Council approval of the fiscal year 2019-20, 2020-21, and 2021-22 budgets. Additionally, a combined contingency amount of $50,000 will be available to cover annual merchant processing charges which may occur above the $190,000 budgetary threshold during the term of the agreement due to variability in the number of actual annual merchant processing transactions versus anticipated transactions. Furthermore, funds in the amount of $100,000 are budgeted and available in fiscal year 2018-19 as optional contingency funds for Walk-up Kiosk Payment Acceptance Services in Finance Strategic Plan Project account no. 05210018-62300. Funds will be budgeted and available for on-going merchant payment (MP) services and enhanced electronic billing and payment presentation (EBPP) services as follows (including optional contingency funds for Walk-up Kiosk Payment Acceptance Services): Description Account No. Fiscal Year Amount Ongoing FMSA Invoice Cloud MP & EBPP Services 01110130-62300 FY 2018-19 $ 75,000.00 01110130-62300 FY 2019-20 $ 75,000.00 01110130-62300 FY 2020-21 $ 75,000.00 01110130-62300 FY 2021-22 $ 75.000.00 CONTRACT TERM TOTAL $ 300,000.00 Description Account No. Fiscal Year Amount Ongoing PWA Invoice Cloud MP & EBPP Services 06017640-62300 FY 2018-19 $ 110,000.00 06017640-62300 FY 2019-20 $ 110,000.00 06017640-62300 FY 2020-21 $ 110,000.00 06017640-62300 FY 2021-22 $ 110.000.00 CONTRACT TERM TOTAL $ 440,000.00 Description Account No. Fiscal Year Amount Ongoing PRCSA Invoice Cloud MP & EBPP Services 01113230-62300 FY 2018-19 $ 5,000.00 01113230-62300 FY 2019-20 $ 5,000.00 01113230-62300 FY 2020-21 $ 5,000.00 01113230-62300 FY 2021-22 $ 5,000.00 CONTRACT TERM TOTAL $ 20,000.00 Description Account No. Fiscal Year Amount Walk-up Kiosk Payment Acceptance Services 05210018-62300 FY 2018-19 $ 100,000.00 Excess Transactions Volume Multiple Funds FY 2018-19 to $ 50,000.00 25C-3 Renewal Agreement With Invoice Cloud, Inc. for Merchant Processing, Enhanced Electronic Billing and Payment Presentation, and Associated Kiosk Payment Acceptance Services October 16, 2018 Page 4 (Optional Contingencies) CONTRACT TERM TOTAL $ 150,000.00 GRAND TOTAL $ 910,000.00 APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal --IN"^ Acting Executive Director Finance & Management Services Agency PO Jack gulla Chief echnology Innovations Officer Information Technology Department 0 Fuad Sweiss, PE, PLS Executiv Director Public rks Agency Exhibits: 1. Invoiced Cloud — Renewal Agreement WH 25C-4 EXHIBIT 1 MERCHANT PROCESSING RENEWAL AGREEMENT THIS MERCHANT PROCESSING RENEWAL AGREEMENT ("Renewal Agreement") is made and entered into this 16" 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 Term 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 A 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 A, the terns of the Merchant Card Processing Agreement shall control. 1 25C-5 G. The Parties acknowledge and agree that in the event of a material conflict or inconsistency between the terms and conditions of this Agreement and the Biller Agreements incorporated herein as Exhibit A, 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 A and in accordance with the terms and conditions set forth in the Merchant Card Processing Agreement incorporated therein. CONSULTANT shall perforin such other electronic and enhanced electronic billing and payment presentation services in accordance with the terms as set forth in Exhibit A 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 A for the Term of this Renewal Agreement including any longer Term 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 A. The total sum to be expended under this Agreement shall not exceed the annual fiscal year limits set forth below unless amended by die 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 Contract Term Period Annual Fiscal Year Period Annual Compensation Amount i. July 1, 2018 through June 30, 2019 $190,000 ii. July 1, 2019 through June 30, 2020 $190,000 iii. July 1, 2020 through June 30, 2021 $190,000 iv. July 1, 2021 through June 30, 2022 $190,000 v. Merchant Processing Contingency $ 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 Tenn of this Agreement due to 2 25C-6 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 December 31, 2018, 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 A) 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 2dC-7 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. 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 I 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. 25C-8 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. 2dC-9 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 (M 15) P.O. Box 1964 Santa Ana, CA 92702-1964 Facsimile 714-647-5304 Email: wholtOsanta-ana.org To CONSULTANT: Invoice Cloud, Inc. 30 Braintree Hill Office Park, Suite 303 Braintree, MA 02184 Facsimile (866) 413-7678 Attn: Robert Lapides blapidesRinvoicecloud.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 termination. Provided, however, that payment need not be made for merchant 256-10 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 A 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 A 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 256-11 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 terms 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 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 arodrieuez(tbsanta-ana.or¢ 8 25C-12 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. FIA (Signatures on following page} 256-13 IN WITNESS WHEREOF, the.Parties hereto have executed this Renewal Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Ltt�-� Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: CITY OF SANTA ANA RAUL GODINEZ II City Manager INVOICE CLOUD, INC. Sergio Vidal, Acting Executive Director Name: Finance & Management Services Agency Title: Tax ID# (0 25C-14 EXHIBIT A 256-15 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 non-exclusive, nontransferable, 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 Bitter'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 tern of this Agreement. 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 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 hnternet-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 http://wnvw.invoiceeloud..comiprivacy.hti . 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 wilt 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 Bitter'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 Services under 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 in the Invoice Cloud Technology, the Content or the Service do not fail within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice 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 name, the Invoice 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 them. 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 hrvoice 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 The complete Biller Agreement includes the Biller Order Four, the Online Terms and Conditions and this Agreement P a g e 11 25C-16 Rev 2.2 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 ("Initial Term") commencing on the Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terns ("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 perform 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, in 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 malfunctions 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, acrd other problems inherent in the use of the interact 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 Biller'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 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; (il) 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 Biller'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 The complete Biller Agreement includes the Biller Order Form, the Online Terns and Conditions and this Agreement P a 9 e 12 25C-17 Rev22 Biller Agreement such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment 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 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, Biller'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 funds 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 Biller'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 hold 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 incomplete 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 U.S. 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 Bitter 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 Bill Office Park, Suite 100, Braintree, MA 02184 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) or 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 full 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. C. Automobile Liability Insurance with minimum combindd 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. 16. 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 immigration laws with respect to the personnel assigned to the Biller. Biller Agreement The complete Biller Agreement includes the Biller Order Farm, the Online Terns and Conditions and this Agreement Page 13 25C-18 RaV 2.2 Biller Agreement 17, General. With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the 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.invoiceeloud.com/termsandeonditions and are agreed to by Invoice Cloud and the Biller. Biller Agreement The complete Biller Agreement includes the Biller Order Fong the Online Terms and Conditions and this Agreement P a 9 e 14 25C-19 Rev 2.2 BILLERS TER51S AND CONDITIONS (www.Inose"loud.com/termsandeanditions] 1. Definitions As used in the Agreement and in any Biller Order Form now or hereafter. "Agreement" or "Biller Agreement" means these terms and conditions, any Biller Order Form, whether written or submitted online and any materials available on the Invoice Claud website specifically incorporated by reference herein; "Biller Data" means invoices and bills of the Biller, "Chargebacle' 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 this Agreement; "Content" means the information and documents contained or made available to Biller by Invoice Cloud in the cause ofusing the Service; "Customer" aball include customers, taxpayers and uses of services of Biller "Customer Daa" means any dela, 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 wing the Service; "Effective Date" means the earlier ofeither 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 ether intellectual property rights, derivatives, integration components and application programming interfaces theca£ and forms of protection of a similar nature anywhere in the world; "Invoice Cloud" means collectively Invoice Claud, Inc., a Delaware corporation; "Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and othertangible arintangiblc 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 carts association or issuer, or representatives or members thereof that Biller accepts from Customers as payment for the Services. Payment Instrument Transactions include, but am not limited to, transactions processed by credit and debit cards, ACB, EFT and Check 21 transactions, stored value cards, loyalty cards, electronic gift cards, authorized account or s cess numbers, paper certificates and credit accounts. "Order Form'1, or "Biller Order Form" means the form evidencing the initial subscription for the Service and any subsequent Biller Order Forms, apei5ing, among other things, the services cantracted for, the applicable fees, the billing period, and other charges m agmed to between the parties, mch such Biller Order Form to be incorporated into and to became a part of this Agreement (in the event of any conflict betwom the teen of this Agreement and the tears of my such Biller Order Form, the terms of Us Agreement shall proved); "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 Chargebacks and to satisfy the other obligations under the Agreement. "Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Claud Technology and other corporate services identified on the Biller Order Form, developed, operated, and/or maintained by Invoice Cloud, accessible via www.invoicecloud.cam or another designated web site or TP address, m ancillary online in oBliae products and services provided to Biller by Invoice Cloud, to which Biller are being granted comes under this Agreement, including the invoice Cloud Technology and the Content; 'Submitter' means the Biller's seams under the Agreement and Order Form where Biller's Customers submit Transaction Data directly to the payment processor or credit cord processor who then processes the Transaction Data with the associated convenience fee being paid to Invoice Cloud and Invoice Cloud being responsible to pay the applicable convenience to the payment processor. "Transaction" Is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either a Payment Instrument ora bill presartment in which consideration is or to be exchanged or tax is or to be due between the Customer and Biller, "Transaction Data" means is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record and Biller Data. 2. Biller's Responsibilities Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's miller Its customers' and a payers' use of the Service, including these 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 Claud and immediately stop any copying or distribution of Cement that is known or suspected to be unauthorized by Biller or BiHer's Users; and (di) not impersonate another invoice Cloud user or provide false identity information to gain access to or use the Service. Biller may not: (i) send or store material containing solhvare viruses, worms, Trojan horses or other harmibl 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 (li) attempt to gain unauthorized 25C-20 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 arty third party the Service in any way; (Ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" m'mirror" any portion of the Service on any other server or wireless or Internet -based device; (iv) revr me engineer or access the Service; or (v) may any features, functions or graphics of the Service. Invoice Cloud is not responsible Por any Biller postings in error due to delayed notification from credit card processor, ACB hank 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 infmmation 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 tiller's Customers, as requested. 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 prim adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Date reflecting such refund/adjustment within 2 days of resolution of the request resulting in such tefundladjustarmt. The amount of the mfundladjtsstmenl 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 mnsideratim from a CLstmner in return for preparing a refund to be deposited to the Customer's amount; nor, with respect to credit card transactions, may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law. Individual uses, when they initially log in, may be asked whether ornot they wish to receive marketing and other con -critical Service -related communications from Invoice Cloud fiom time to fima They may opt out of receiving such communipdons at that time or at any subsequent time by changing theirprefneace under hltg:l/www.invoiccclnud cera/nrivacv.hlml. Note that because the Service is sheeted, 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 Submilter, and to AMEX credit card charges: As to all Transactions Biller submits to Invoice Cloud for processing, Biller represents and warmers that: (1) The Transaction Data represents payment or refund of payment, for a bona fide transaction (2) The Trausaction 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 previously dishonored payment or for any other purpose than payment for a current transaction and future payments as agreed upon by the customer. (4) The Transaction Data is free from any material alteration not authorized by the Customer. (5) The amount charged for the Transaction is not subject to any dispute, samIX or counterclaim. (6i Neither Biller nor its employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer. (7) Biller has made no representations or agreements for the issuance ofrefunds except as it states in your tetum/cancellation policy, which has been previously submitted to Invoice Cloud in writing, and which is available to the Customer. (8) Anytransactionsubmitted to invoice Cloud to credit a Customer's account 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 collectability of the subject Transaction Data is in any manner impaired. The Transaction Dam is in campfience with all applicable laws, ordinances, and regulations. The Transaction Data is originated in compliance with this Agreement and any applimble agreements. (10) For a Transaction where the Cusmmerpays in installments or on a deferred payment plan, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the date(s) the Customer agreed to bo charged. All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shall be deemed to be a part of the original Transaction. (11) Biller has not submitted any Transaction that it knows or should have (mown to be either fraudulent, 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's not liable or responsible for any incomplete or inaccurate Transaction Data. 25C-21 3. Chargabacks If Biller is subject of excessive Chargebocks, in addition to our other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions: (i) request that Biller in every case commence issuing refund and related paymems directly to Customer, (it) notify Biller of anew rate that will be charged to process Chmgebacks; (iii) collect ham Biller an amount reasonably detemdned by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebaclo and all related fees, penalties, expenses, and frees or request a Reserve Amount (where a Reserve Account is noted under the Biller Order Form or as otherwise required under the terms of this Agreement or other agreement with invoiceClaud 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 ofthis Agreement, or other agreement related thereto. Biller agrees that it is fully liable if any Transaction, for which Invoice Cloud has 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 Chargebaek, mfiand 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 harmless therefrom. The Billets Debit Account will contain sufficient fiords to cover any estimated exposure basad on reasonable criteria for Chargebacks, ACH mjects or reversals, credits, reruns, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties. Invoice Cloud may (but is not required to) apply funds in the Billets Debit Account (to the extent applicable as provided in Section 4 below) toward, and set off any fiords that would otherwise be payable to Biller against, the sads faction of any amounts which are or may become due than Biller pursuant to this Agreement. Invoice Cloud may, at Its sole discretion, collect fees related to Chargebacks and ACH rejects and reversals, or other refunds or credits from Biller's customers. The following are some of the most common reasons for Chargebacks; in no way is this intended to be an exhaustive list of possible Chmgebuck 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 Tmnsactiorh a claims that the Transaction is subject to a set -of, defense, or comac=laim. 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 am listed. In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such marmots Scan the Biller's Debit Account). In addition, Biller shall be responsible to Invoice Cloud for charges against any reserves required by payment or credit mrd processors; and any Chargebacks, by any parry, Including without limitation Chargebacla claimed by any payment and credit card processors, bank, or other financial services organization. 4. Certain Contractual Terms. Biller shall indemnify and hold Invoice Cloud, i% licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, cmployecs, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including eaomeys' 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, ]sank, 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 incumplem 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 whom Biller has a submitter agreement, an AMEX credit card Service or otherwise, whom the possibility of Chargebacka are noted as part of the Service. Some common reasons for Chargebacks am listed at In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for each Churgebado (which may include Invoice Cloud withdrawing such amounts it the Biller's (kbit 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 SIiALL 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 ofliability for incidental, consequential or certain other types ofdameges, an the exclusions set forth above may not apply to Biller. To the extent that the Biller's Agreement does not have a Biller indemnifl ation or limitation ofliability clause respectively, the above clauses shall control and be binding on the Biller. fi. 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 - tiom payments made by Customers, or from credit card processers, bank cart] issuers, payment associations, ACH and check proeessers, as applicable. Except where Prohibited by applicable law, Biller shall establish a Deposit Account(q) whereby invoice Cloud will automatically withdraw from the Billet's accounts) used for this purpose ("Biller's Debit Accounl(s)') the fees and periodic fees referenced in the Order Form and any Chargebacla% ACH rejects or reversals, refunds and other fees due hereunder resulting therefrom. Biller shall be responsible for and pay all fees or charges 25C-22 minNng to Biller's Debit Account and the automatic debit facility, in accordance with the terms therm£ In addition, with respect to any invoices and/or payments that are processed duough the Sendce, the Biller's agreements with all such credit card processers, bank card issuers, ACH and check pmcessms shall require remittance and payment to Invoice Cloud, of all ftes and to as other account, Biller shall maintain suflicfent funds in the Biller's Debit Account to pay all periodic fees, Chargebaclas, ACH rejects, reversals refunds and other fees due hereunder resulting thereSront. 25C-23 Invoice Cloud - Privacy Policy InvolceCloud* Home About Us Billers Solutions Partners Contacts Page 1 of 3 InvoiceCloud Privacy Policy Involce Cloud, Inc. (9nvolce Cloud') Is atechnology leader in Information commerce. We help businesses, such as merchants, software companies and partners, safely process customer imnsadfons and understand the Information related to those transections. Protecting the privacy of users of the Invoice Cloud operated websites is important to us. Invoice Cloud Is committed to the security and privacy of our customers and their customers' data. This Privacy Policy explains our commitment to safeguarding our bilious and their customers data 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 aur services or company operated websites (Induding those used by and containing the names of our billars(the'Slle(s)', 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 volt became effective Immediately. The following sections make up our Privacy Policy. Now Invoice Cloud Protects Your Privacy Internally Invoice Cloud will not review, share, distribute, or reference any Services Data (as donned below) except as provided in the Biller Agreement, this Privacy Policy or as may be required bylaw. Invoice Cloud wants your Business Information (as defined below) and the Customer Information (as dented below) to remain as secure as reasonably possible. We adhere to industry-stsndad technical safeguards and strict agreements with out employees who aro permitted to access aur customers' Business Information or Customer Information to maintain confidentiality of such Information. When you conducta transaction online, Invoice Cloud uses SSL encryption to encrypt your Information before it is sent to us In oder to ensure the Integrity and privacy of the Information that you provide to us via the Internet. Our services are hosted an servers that are codorated at a third -party fatality with whom we have a contract providing for security measures. For example, hosted Services Data (as defined below) Is submitted As SSL encryption and stared on a server equipped with Industry standard firewalls. Hosted data may Include Services Data (defined below) and personally Identifiable information and other Information that belongs to our billem, our customers' customers, website visitors, or other users. Business Information and Customer Information colleded by Invoice Cloud may Include your or your custamefs data ordered In the course of using our services or performing transactions ('S®Mces Date"). 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. indlvidual records of Services Data may be viewed or amassed by authorized Invoice Cloud employees, agents or independent contractors only for the purpose of resolving a problem, support Issues, suspected violation of the service or license agreement, oras may be required by law. Invoice Cloud policy requires that bath employees and consultants execute a confidentiality agreement before working for and with Invoice Cloud. Those employees [hal violate aur Privacy Policy are subject to disciplinary action, up to and Including termination. In every case, customers are responsible for maintaining the security and confidentiality of their usernames and passwords. Business Information and Customer Information Collection 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 perform transactions, and to send you Information regarding our products and services from time to time. Since many tithe users of our products and Bites use the aforementioned capabilities in their capacity as employees of companies, governmental authorities and other organizations (collectively'organizations'), much of the Business Information and Customer Information we colledwlll be in that capacity (rather than Information about you individually, such as your personal tastes, etc.). For these purposes, we have defined "Business Informadon" as any Information that Identifies or may Identify an organization or an Individual contact at an organization or that allows others to contact an organization or an individual contact at an organization. For these purposes, we have defined "Customer Intonation' as any Information that Is provided by customers or organizations that use the Invoice Cloud products and services such as name, address. balances, payment amounts, amount number, email address and other relevant account information. When you use our She 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 bili payment (Including payment amount and designated payee), • Your creditor debiteard or bank account numbers, expiration date, cardholder name, • Tax ID, Social Security Number (SSN),and/or employer identification number. hq://www.invoicecloud.com/privacy.html 25C-24 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, andfor 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 helm: Services ReglstradonlAcmunt Set Up: You may be asked, on behalf of your organization, to complete reglstretioNadNmion forn(s) on the Sit" or on paper, with contact information for use by Involce Cloud in accordance with this policy. Registration or activation information may Include the name of your company, contact Information, product Information, customer ID, bank account Information, federal Io numbers, bank account, credit card, AC H, contact Information, and other relevant Information In order to set up accounts and process transactions. Customer Profile: We also coiled Business Information and Customer Information when you or your customers create a profile or account on some or the Sites. This Information Is required In order to access certain areas of the Sites, perform transactions, and request Information from us about our products and services. This Information Includes organization name, correct 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 amount(s). Support: We may offer certain limited online support services at the Sites. If you access online support on any of the Si you may be asked for Information such as customer ID, product nems, product version, and other Information to help us determine what the Imindcal Issues are and haw best to help you resolve them. In addition, certain products and services may allm 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" we small computer Nee that we transfer to your computer's hard drive. Cookies allow us to statistically monitor Crow many people are using the Sites and for what purposes, how, often someone Nails 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 email. Most browsers we 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 Cookies will not interfere with the ability to Interact with most of the Shea, you may need to sore pt Cockles In order to access information and use certain functions. For example, Cookies are required to be accepted for access to our web -based services or desktop products with online features. The Cookies are renewed each time a user logs on to 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 Inflammation and Customer Information From time to time, Invoice Cloud may be required to release Business Information and/or Customer Information: t) to comply with valid legal requirements such as a law, regulation, search warrant, subpoena, or mud order, 2) to enforce or apply the terms of any of our billera, service or Homes 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 ffaMers� to: enable the services, and the processing of transactions using Business Information, Customer Infennagon andlor Services Date, andfor provide you with a product or service requested by you. Invoke 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 pares C'Aggregale Information'). For example, we might inform third parties regarding the number of users of the Sites end the activities they condud 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 m processing your Business Information and Cuslaer Information. Certain Partners, organizations and government agencies may collect Business Information, Customer Information andfor 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 agencies may share such Infennatlon with Invoice Cloud, Any collected Business Intonation, Customer Information andfor Services Dada, provided to Partners are subject to the restrictions referenced below under the section entitled Third Party SeMm Providers. Services and Product Data: Invoim Cloud will not access your Services Data except in the following limited circumstances: (1) to provide you wllh technical support, solely at your request and with your permission; (2) on alimited-access basis to install updates, produce regular backups, or restore date 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 Initiates or processes transfers on your behalf) and, (4) to utilize Aggregate Information (defined below) derived from Services Data to help us Improve our products and services and In developing additional offerings. Invoice Claud will not provide your Services Data to any third party or pencil any third party to accuses your Services Data, except by your permission or to mmply with valid legal requirements such as a law, regulation, search warrant, subpoena, or mud 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 Blllers or similar agreement This Site Is Not Directed at Persons Under the Age of 13 Our She is not directed at persons under the age of 13, and Invoice Cloud does cot collect or maintain Information at our Site from persons we actually know are under the age of 13. ImolmCioud Site May Be Linked to Other Websites Invoice Cloud may create links to third -party websites. Invoice Cloud is not responsible for the content or privacy practices employed by webslles that are linked to our website. This privacy policy applies only to the information we called on the Site. This Privacy Policy does net 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 ]cooled outside the United Slates 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 Stales. Your submission of Business Information or Customer Informatlon to us constitutes your consent to this transfer. Although Invoice Cloud will caged 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 net be as stringent as those in same users' home jurisdictions. Does Invoice Cloud Sham the Information It Receives? http://www.invoicecloud.com/privacy.html 25C-25 11/19/2015 Invoice Cloud - Privacy Policy Infonnailon about our cumomers is an important pert of our business, and we am not In the business of selling It to others. We share Business Information and Customer Information only as desc ll ad In biller and related agreements and this Privacy Polley. Page 3 of 3 Third -Party Service Provlders: We engage PeMers to perform functions on our behalf Examples Include processing and clearing transactions, sanding postal mail and e-mail, analyzing data, processing credit card, ACH and other payments, and provldNg customer service. They have access to personal Information needed to perform Iheirfunctions, but may not use It for other purposes. Business Transfore: As we continue to develop our business, we might sell or buy subsidiaries, or business units. In such transactions, Business and Customer Information generally Is one of the transferred business assets but remains subject to the premises made In any pr"xisling Privacy Notice). Also, In the unlikely event the( Invoice Cloud, Inc. or substantially all of Its assets we acquired, customer Information will of course be one of the transferred assets. Protection of Invoiceclaud.com and Othors: We release amounf and other personal Informatlon when we believe release Is appropriate to comply with the law to enforce or apply any condillons of use, biller agreements and other agreements or to protect the rights, property, or safety of involcedoud.com, our users, or others. This Includes exchanging Information with other companies and organizations for fraud protection and credit dsk reduction. However, this does not Include selling, mating, sharing, or otherwise disclosing Services Data (persanallyldemlflable Information from customers) for commercial purposes in violation of the commitments set forth In this Privacy Polley. With Your Cement- Other than as set out shove, you will recelve notice when Information about you might go to third parties, and you will have an opportunity to choose not to share the Information. We Use Appropriate Security Safeguards At Invoice Cloud, security Is a priority. Involce 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, physical access security, and other appropriate technologies. Inwice Cloud reviews and enhances its security systems, as necessary. Charges to this Privacy Policy Invoice Cloud may change this Privacy Policy at any time by peeling 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 am posted constitutes acceptance of each revised Privacy Polley. Contacting Us Questions regarding this Privacy Policy or the Information practices of the Company's website should be directed to prIvacy@1nvolcedoud.mm. Version 2.2 August 20, 2011 —_.--------- __._____—____....__...... ._...._._........... Privacy Policy I Payer Terms S Conditions I Terms & Conditions I Web Site Terms & Conditions I Accessibllity Statement Invoice Cloud, Inc. 01200&2014 http://www.invoiceeloud.conVprivacy.html 25C-26 11/19/2015 (�31nvoiceCloud AGREEMENT Biller Order Form,.... A. By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to Initiate and execute debit/credit entries to its checking/deposit account(s) Indicated above at the depository financial Institution(s) named above and to debtt/credit the same 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 (I) Invoice Claud 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 (il) 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(sl 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 vvwwlnvoicecloud.com/termsondconditions all of which Is Incorporated herein by reference (2) certifies to Invoice Cloud that he/she Is outhcrized 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; (6) agrees that Biller 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 coil Immediately inform Invoice Cloud, by email (contracts®lnvoicecloud.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 condiflons at www.lnvoicecloud.com/termsandconditions consiltute 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(sl, 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 dally 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, Equifax, 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 do Accepted by biller. X1tk%wsi k� Corporate Officer Francisco Gutierrez Printed Name 1 Finance Director ........ .... Title 25C-27 Accepted by Inv11 oice Cloud: Robert Lapides Printed Name EVP Title � , 1nvo1ceCloud•" Biller Order Form ....,.t • • . Carlyn Altheide S&S .. ❑ EBPP ® Cloud Store ® Cloud Pay ❑ IVR ❑ OBD ❑ Klosk ® Visa/MasterCard/Discover ❑American Express ® ACH/EFT Ownership Type: Government formation Biller Contacts Legal Name: City of Santa Ana Minerva Mancha, Treasury Services Super Address 1: 20 Civic Center Plaza 42Address 2: ancha@senta-ana.org =:71g.7-5 City: Santa Ana State: Ca Zip: 92701,Hans Nielsen, Project Manager Phone# I 714.047.5400 Fax #: 7148475089 Phone Number: 714-647-5442 Ext. Website URL: I FhV—,!/ww—ci,.ra.nta-.ana.ca.us/ Email Address: hnielsen@santa ana.org Business Open Date: 1886 p - Minerva Mancha Federal Tax ID#: Phone Number: 714-6475442 Ext. Note: Federal Tax lD and Legal Name must match on all documents. Email Address: mmancha@santaana.org Signatory Contact: Francisco GutierrezTitle: Finance Director77 Phone Number. 714-647-5400 Ext. Email Address: fguterrez@sante-ana.org Notes/Special Paperwork Contact: Will Holt, Treasury & Customer Services Manager, (714) 6475456, wholt®santoana.org i New Biller Implementation: $ 1500 Paperless Presentment: $ 0.11 Perltem --- Includes 3 email notifications .-- - - Biller Portal Access: $ 10D Monthly IC Payment- Credit Card: $ 0.00 Per item Additional User(s) $ 000 Monthly Per User IC Payment- EFT/ACH: $ 0.00 Per Item Online Bank Direct Access: $ 0,00 Choose an item. Online Bank Direct: $025 Pe Go Go Mobile Gateway $ 0.00 Choose an item. Harris Go Mobile: $ 0.00 Per Item Invoice Presentment: $ 000 I Monthly EFT/ACH Reject: $ 15 Per Item Charge Back: $ 20 00 Per Item BILLER B6NK (MUST INCLUDE VOIDED BUSINESS CF Name of Checking ACCOunt(m ltappeorson cheakor Bank Leaes): Clly of Sanfa Ana Bank 1.p, Morgan i Address: 3 Park Plaza Fir 9 Irvine, CA 92814 Phone: 949 833 4081 Name: --. ..... _ Depository Routing#: Account#: tions will be electronical de Fees Routing#: Account#: nvoice an a men rocess,n fee, b le 'ally deducted from this account. InvoiceCloud" Invoice Parameters Biller Order Form,,,, • • Business License • • 11/19/2015 In voicing Parameters sheet must be com lefed for each Invoice e. • In-house • • Non -Submitter • • • EVisa E MasterCard E Discover ❑Amex ®EFT/ACH • • ❑EBPP ECloud Store ❑ Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Monthly Number of Bills: 200 Number of Cycles: nla Number of Installments: 1 Average Invoice Amount: $380 Highest Invoice Amount: $ 30,000 Billing Months (please select the applicable months below): []Jan []Feb ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept []Oct ❑ Nov ❑ Dec E All • •• ❑Id -loth ❑ 11th -20th 021^-31• • ❑ Biller ❑ Template ❑ Bill Print Vendor please complete below .. F. Hardware: Choose an item. QTY Choose an item. Provided by: 11 Sales Rep 11 Operations Per Unit Price: $ Shipping Address: - - -- (if different than location address) ' Total Due: $ i $16rvicds Fees _......... ..... ........_._..._.. Selectfrom Me below to indicate.ifthe service feewillhe poldbythe Item Paid by plaXer Item Payer or ifBirlerwitil obsorb tee. Paid b Biiler ❑ Credit Card: ® Credit Interchange, fees, dues assessments+ . :%with$ - !Minimum Card: Authorization $ 0.20; + 50I BP ❑ EFT/ACH: $ peritem ® EFT/ACH: $ 0.50 per item _ ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Invoice Type % Item Paid by payer Item Paid vy BIIIer ❑ Credit Card: ❑ Credit Interchange, fees, dues assessments+ '%with - Minimum Card: Visa Acceptance) Authorization $ + F7 7- BF (Without ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $[77 Per Item ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ F_. . _ . , ❑ EFT/ACH: Service Fee: $ ❑ ?old by payer ❑ Paid by Biller Responseinteractive voice ❑ Paid by payer Service Fee + $ ❑ Paid by Biller 1 $ per item surcharge i/Special Handling Business License Cloud Store requires a cusbm lockbox file. City Will provide the exact specificafions for the file and form at Pricing for development is listed on page 1 of this BOF. 1 Biller Requested - 12/14/2015 Hans Nielsen Please note the above requested date is not guaranteed. The implementation time frame is not guaranteed subject to change and delays to workload, s tems/data requirements, biller cooperation and otherfactors. 25C-29 Ver. 2.7 Invoice Parameters • • " Dag License • • - 11 /19/2015 Invoicing Parameters sheet must completed foreachInvoke VRe. _be • In-house • • Non -Submitter ®visa ® MasterCard ❑ Discover ❑Amex ®EFT/ACH MWIM ❑EBPP ❑Cloud Store ® Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Monthly Number of Bills: 2 500 Number of Cycles. 1 Number of Installments: 1 Average Invoice Amount: I 25 Highest Invoice Amount: $ 1,000 Billing Months (please select the applicable months below(: ❑Jan []Feb War ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept []Oct ❑ Nov ❑ Dec ® All .: • �• - ❑1"t -loth ❑ lith -20th 112151-31.1 • ❑Biller ❑ Template ❑ Bill Print Vendor please complete below • Hardware: Choose an item. QTY Choose an item. Provided by: ❑ Sales Rep ❑Operations Per Unit Price: $ Shipping Address: .... ... .... ..... ... _ .I QFdifferenl than location address) Total Due: $ Item Paid by payer Item Paid by Biller ❑ Credit Card:® CreditInterchange, tees, dues assessments+ %with $ - Minimum Card: Authorization $ 0.201 + F79 %BP ❑ EFT/ACH: $ peritem ® EFT/ACH: $ 0.50 i per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Item Paid by payer Item Paid by Biller ❑ Credit Card:ElCredit Interchange, fees, dues assessments+ r'%with IMinimum Card: Authorization $ t + %BP— (Without visa Acceptance) EI EFT/ACH: $ Per item ❑ EFT/ACH: $F-7 Per Item ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ ❑ EFT/ACH: Service Fee: $ ❑Pald by payer 0 Paid by Biller Interactive Voice Response .. . ......... ❑ Paid by payer Service Fee + $ ❑ Paid by Biller $ per item surcharge .—_...._...J ..._-__. _.....' =Pecial Handling Cloud Pay (i.e. Web services payment processing) through the Cily's current provider of Basic EBPP, InioSend. • 2/12/2016 Hans Nielsen Biller Requested i 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. 25C-30 DocuSlgn Envelope ID: 7749OF52-CF5B-4828-AB2C-2C89947EC053 14221 Dallas Patlnvay, Dallas, Texas 7S254 •4 Northeastern Blvd, Salem, NH 03079-1952 CKASE PadY B Ee• 6 ec #TB Sales Phone (603) 896-8324 • Sales Fax (603) 896-8701 ww ,chasepaymentech.com TYPEOFENTIfY [:]INDIVIDUAL/ SOLE PROPRIETOR ❑PARTNERSHIP ]--]CORPORATION ❑LLC' ®OTHER: Government TYPE OF OWNERSHIP; ' IF LLC, TAXED AS: ❑DISREGARDED ENTITY El PUBLIC [:1 PRIVATE C1 NON PROFIT ❑CORPORATION []PARTNERSHIP STATE OF FORMATION CA DATEOFFORMA71ON 1/1/1886 MM/DD/YYYYI TRADING SYMBOL FISCALYEAR END (MM/DD/YYYY) HAS MERCHANT EVER FILED BANI(RUP7CY7 IF VES, WNATCHAPTER? FILING DATE: EMERGENCE DATE: ❑ YES ❑ P • • •: a •, , ••• • • • � ••• � , Im •• e , •• SOCUiL SECURI V BIRTHDATE NAME OR OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE I ZIP CODE SIGNATURE PERCENT OWNERSHIP % SOCIALSECURITY BIRTHDATE NAME on OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE 11 ZIP CODE 11 SIGNATURE 11 PERCENT OWNERSHIP Ye DO YOU HAVE ANY ADDITIONAL OWNERS (NOT LISTED ABOVE) THAT HAVE 10% OR GREATER OWNERSHIP? ❑ YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO 11 COMPANY PRESIDENT: COMPANYCFO•. IS THERE ANYONE NOT LISTED ABOVE WHO HAS THE AUTHORITYTO MAKE FINANCIAL DECISIONS OR CONTROL COMPANY POLICY ON BEHALF OF YOUR BUSINESS? [:]YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO Rev 07/19 Page 1 of 2 Paymentech Contract No. 063576 25C-31 COMPANY LEGAL NAME: City of Santa Ana TAXPAYER ID 95-6000785 REGISTERED 7RADE YEAR BUSINESS STARTED NAME PHYSICAL STREETADDRESS: 20 Civic Center Plaza (NO PO BOX OR PAI D MAIL BOX) CITY 11 Santa Ana STATE CA ZIP CODE 92701 PRIMARY CONTACT Francisco Gutierrez TELEPHONEN 714.647-5200 TYPEOFENTIfY [:]INDIVIDUAL/ SOLE PROPRIETOR ❑PARTNERSHIP ]--]CORPORATION ❑LLC' ®OTHER: Government TYPE OF OWNERSHIP; ' IF LLC, TAXED AS: ❑DISREGARDED ENTITY El PUBLIC [:1 PRIVATE C1 NON PROFIT ❑CORPORATION []PARTNERSHIP STATE OF FORMATION CA DATEOFFORMA71ON 1/1/1886 MM/DD/YYYYI TRADING SYMBOL FISCALYEAR END (MM/DD/YYYY) HAS MERCHANT EVER FILED BANI(RUP7CY7 IF VES, WNATCHAPTER? FILING DATE: EMERGENCE DATE: ❑ YES ❑ P • • •: a •, , ••• • • • � ••• � , Im •• e , •• SOCUiL SECURI V BIRTHDATE NAME OR OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE I ZIP CODE SIGNATURE PERCENT OWNERSHIP % SOCIALSECURITY BIRTHDATE NAME on OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE 11 ZIP CODE 11 SIGNATURE 11 PERCENT OWNERSHIP Ye DO YOU HAVE ANY ADDITIONAL OWNERS (NOT LISTED ABOVE) THAT HAVE 10% OR GREATER OWNERSHIP? ❑ YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO 11 COMPANY PRESIDENT: COMPANYCFO•. IS THERE ANYONE NOT LISTED ABOVE WHO HAS THE AUTHORITYTO MAKE FINANCIAL DECISIONS OR CONTROL COMPANY POLICY ON BEHALF OF YOUR BUSINESS? [:]YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO Rev 07/19 Page 1 of 2 Paymentech Contract No. 063576 25C-31 RM Uaign enveropa iu: r AUTHORIZED ADMINISTRATOR FOR PURPOSES OF ACCOUNT BOARDING AND IMPLEMENTATION MEANS AN OWNER, PARTNER, OFFICER, EMPLOYEE OR OTHER AGENT OF THE MERCHANT THAT HAS BEEN APPOINTED BY AN EXECUTIVE OF MERCHANT AND WHO IS DULLY AUTHORIZED TO PROVIDE INFORMATION AND EXECUTE DOCUMENTATION ON BEHALF OF AND RELATED TO MERCHANT IN ORDER TO FACILITATE THE INITIAL SET UP OF MERCHANTS'SACCOUNT WITH CHASE PAYMENTECH, PER CHASE PAYMENTECH POLICY, AUTHORIZED ADMINISTRATORS ARE NOT PERMITTED TO MODIFY THE MERCHANT'S ACCOUNT WITH CHASE PAYMENTECH AFTER COMPLETION OF THE INITIAL SET UP OF MERCHANTS'S ACCOUNT. SUCH CHANGES MUST BE MADE, BY AN EXECUTIVE OR FINANCIAL CONTACT, AS APPLICABLE AND AS THOSE ROLES ARE DEFINED BY MERCHANT. NAME (please print) Francisco Gutierrez TITLE [please print) Finance Director TELEPHONE NUMBER 714-647-5400 EMAIL ADDRESS: fgutierrez@santa-ana.org SIGNATURE DATE: F 1, the undersigned, being an officer/principal of_ represent and warrant that the statement made an this document are correct and factual. 1PMorgan Chase Bank, N.A. ("Member') and Paymenterh, LLC ("Paymentedi" or "Chase Paymentech") are authorized to conduct any necessary Investigation, Including without [Imitation, authorization for a bank to release standard banking information. (Photocopy of signature below k valid for the release of Information and will remain valid until the terminauon or expiration of the Merchant Agreement NAME (please print) Francisco Gutierrez TITLE (please print) Finance Director SIGNATURE DATE II SUBMITTER NAME Invoice Cloud, Inc, *Note: Each Merchant is required to submit a W9 with this application, regardless if Paymentecit will be utilizing the Submitter's TIN for IRS reporting purposes. Rey D LS Page 2 of 2 Paymentech Contract No. 063576 25C-32 DocuSign Envelope ID: 77490F52-CF58-0626-A62C-2Ca9947EC063 CHASE ®p "" Paymentech SUBMITTER MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES Paymentech, LLC ("PaynenteciP' or "we", "us" or "our" and the like), for itself and on behalf of .IPMorgan Chase Bank, N.A. ("Member's, 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 CIoud, Inc., you may be the recipient of a Card funded payment. The organizations that operate these Card systems (such as Visa U.S.A., Inc. and MasterCard International Incorporated; collectively, the "Payment Brands") require that you (i) enter into a direct contractual relationship with an entity that is a member of die 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 'fill out an Application with Paymentech. The Application provides Paymenteeb with information relative to your processing practices and expectations. By executing this document, you are fulfilling the Paynnent 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 Cloud, 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 in these guidelines. The following information is designed to inform and assist you as we begin our relationship. I. Your Acoo" ce of Cards • You agree to comply with all Payment Brand Rules, as maybe 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 debiticheck cards, and commercial credit and debit/check cards; (2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all consumer credit cards (but not consumer dobit(check cards) and all commercial card products, including business debit/check cards); or (3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you must accept all consumer debit(cheek card products (but not business debit/check 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 debiUcheck card products or only credit and commercial products). • For recurring transactions, you must obtain a written request or similar authentication from your Customer for the goods and/or services to be charged to Ure Customer's Card, specifying the frequency of the recurring charge and the duration of time during which such charges may be made, 2, &Wenzent • Upon our receipt of your Transactions, we will process your Transactions to facilitate the funds transfer between the various Payment Brands, you and Invoice 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 merchandise or services before receiving them, the result may be a Chargeback to you. 3. Charaelirtdrs • 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 an exhaustive list of all Chargeback reasons: (1) You do not issue a refund to a Customer upon the return or non-delivery of goods or services; (2) An authorizationlapproval code was required and not obtained; INrrana{�PnNT, HIJg Rev OI/14 Merchmt Namet City of Sattta Ana Pat;c'1 of3 Payntentech Contract No. 053576 DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C.2C89947EC063 (3) The Transaction was fraudulent; (4) The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclaim; 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. Data Securtiv and Privercv • 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 identification 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, Inc. or Paymentech under these 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 publisbed from time to 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 Card Information other than for the sole 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 information or Card hnformation to third parties. S. Fuudlne Scltedirle • In order to receive funds from Paymentech, you must maintain one or more bank account(s) at a bank that is a member of fine 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 funds 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 adjustments to your Settlement Account in accordance with this Section S. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused bythird parties, 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 us 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 following options: (i) demand and receive immediate payment for such amounts; (ii) debit a Bank Account for the amount of the negative balance; (iii) withhold settlement payments to tine Settlement Account until all amounts are paid, (iv) delay presentation of refunds until a payment is trade to us 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 will be deposited in the Settlement Account designated and aunitorized by you as set forth below: Name of Bank: J.P. Morgan ABA No.: 322271627 Account No.: 935309500 Account Name: City of Santa Ana Reference: _ tl�LER17pLPAYA1Errr tvt rs Rev"14 Merchant Name: City of. Santa Ana Page 2 of 3 Paymentech Contract No. 063576 2534 DocuSlgn Envelope ID: 77491)F52-CF5B-4828-AB2C-2CB9947EC063 6. Definitions "Application" is a statement of your financial condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us, including credit and financial information. "Curd" is un account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards. stored value cards, loyally cards, electrou)c gill cards, authorized account or access numbers, paper certificates and credit accounts. "Charkebaek" is a reversal of a Transaction you previously presented to Paymentech pursuant to Payment Brand Rules "Customer" is the person or entity to whom a Card is issued or who is otherwise authorized to use a Payment Instrument "Afeinber" is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paytuenlech as required by all applicable Payment Brand. Your acceptance of Payment Brand products is extended by the Member. "PgrnentBrand' is any payment method provider whose payment method is accepted by Paymentech for processing, including. but not limited to, Visa, U.S.A., Inc., MasterCard International, tile., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored vnlue and loyalty program providers. Payment Bralid also includes the Payment Card ladusuy Security Standards Council. "Payment Brand Rales" are the bylaws, rules, and regulations, as they exist front time to time, of the Payment Brands. "Card Lrfornration" is information related to a Customer or the Customer's Card, that is obtained by you or Invoice Cloud, Inc. from the Customers Card, or from. the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or die customer's zip code when provided as pan of an address verification system). Without limiting the foregoing, such information may include a the Card account number and expiration date, the Customer's name or rime of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored thereon, "Paynrentech", "toe", "our", and "its" is Paymentech, LLC, a Delaware limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254. "Security Standards" are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards ("PCI DSS'), Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security & Compliance Program, American Express's Data Security Operatrig Policy, MasterCard's Site Data Protection Program ("SDP'), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application Daut Security Standard ("PA DSS"), MasterCard's POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may 6c amended from time to time. "Transactiart" is a transaction 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 and your agreement to comply [herewith. Agreed and Accepted by: City of Santa Ana MERCHANT LEGAL NAME (Print orT)TO 20 Civic Center Plaza, Santa Ana, CA Addh~s ((Print or Type) �p N By (authurised signature) Francisco Gutierrez, Finance Director By, Naine, Title (Print orlvpe) \\ I I Doll Agreed and Accepted by: PAYML-NTECII, LLC for itself and on behalf of 1PMORgbAgAW,E BANK, N.A. 92701 `45Fa9Cr4FACF42F... Print Name: Davit) Miller Title: Vice Presides Credit Onemtions December 11, 2015 Address: 4 Northeastern Boulevard, Salem, N1103079 ItIIF.ByyAL tpr r U..: ---- -- neva Vl4 Merchant Name: City ol'Santa Ann ^ ` Page 3 ol'3 P ntenlu•6 CuntroO Nc.Ob357a 25C-35 DocuSign Envelope ID: 77490F52-CF5B-4828-AB2G2CB9947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Santa Ann CHASE ®,TM Pay entedl 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 See Volume Schedule JCB Settled Transactions No Charge 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 JCB Authorizations See Volume Schedule •• - of the helu�v enis Visa Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule MasterCard Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule Audio Response Unit Authorization — Charged when voice auth is handled by automated system $.50 Voice Authorization -Charged when you call the Voice Auth phone number to authorize a credit $.90 card Voice AVS Request- Charged to speak to voice operatorfor each Voice Address Verification 90 request _ - $ Voice Authorization Reversal - Charged for each voice authorization reversal $.90 Voice AVS Authorization - Charged per each voice Address Verification Service authorization $1.75 Voice Operator Assist - Charged for each voice operator assistance $1.75 7Visa, MasterCard, Diners, Discover, JCB Settled Chargeback Processed or Represented $7.00 Visa, MasterCard, Diners, Discover, JCB Collection, Pre -Arbitration or Compliance $10.00 Rev07115 of 4 Date: 8/3/2015 '3. 'One Time and Periodic Fees One T68 Fe s 4. —6ther.riaos" Per Inciden cb'Fees — Statement & SL , tot a ,ss6d,throtjgh their assessments, data t Brand Fees ",16 :ally, lefeffocl to hwein a DocuSign Envelope to: 77490F52-CF5B4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Santa Ana er . • • s r Charged on MasterCard Gross Sales volume. See MC Acquiring License Fee' Additional information under Payment Brand Fees .004% below. MC Digital Enablement/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 $.01 MC AVS Auth Access Fee -Card not present address 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 this service to do an inquiry that a card number is valid $0.025 MC Account Status Fee - Inter -regional $0.03 Visa Zero $ Acct Verification Fee $0.025 MC Zero $ Acct Verification Fee No Charge MC Processing Integrity Fee Charged when a card is authorized but not deposited and the authorization 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 qualify $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 MCC'e) .45% Visa Interregional IAF Fee (high VisitMCC's) .90% Additional fee charged by Visa, Discover, Diners and MC International Support Fee JCB on foreign bank issued cards .850/6 Discover, Diners, & JCB International Processing Fee .40% Visa Partial Auth Non -Participation Fee pumies to Petroleum merchants using automated fuel $0.01 ps Visa Fixed Acquirer Network Fee - visa Fixed Acquirer Network Fee is a monthly fee assessed by Vise per tax ID based on Merchant Category Code (MCC), dollar volume, number of merchant locations, and whether the Pass -Through physical Visa card Is present or not present atthe time of the transaction. This fee can vary monthly. DocuSign Envelope ID: 77490F52-CF58-4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for. City of Santa Ana Payment 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. These charges (collectively referred to in this Schedule A as "Payment Brand i Include, but are not limited to, interchange, assessments, file transmission fees, processing fees, network access fees, 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 charge 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 chaseoavmenfech coomnnte,rchange and assessment understanding 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 Paymentech MasterCard -accepting merchants, a rate of .004% will be applied to all of your MasterCard gross sales transactions. Amount duo upon Termination In addition to the other amounts due under this Agreement Qncluding with limitation, the fees and charges described in thls Schedule A), you may owe an amount In the event you terminate this Agreement. Whether you will owe that amount, and how much you will owe, will be determined In accordance with the terns of the Agreement, including, without limitation, the "Termination" section. Tier 1 First 1,000,000 1 —1,D00,000 $,03 .05%1 $.03 $.10 Tier 2 Next 9,000,000 1 1,000,001-10,000,000 $.02 .03% $.02 $.05 Tier 3 Over 200,000 10,000,001 + $.01 .02% 1 $.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 Paymentech 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 Merchants volume reaches the next grid level. Intemaf Paymentech Uso On RevO7115 Paymentech Contract No.: 063576 Page 4 of 4 Date: 8/3/2015 CHASE C Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896.8715 • Morchant—Servlces@ChasePayrnentech.com Pay"me-S"9t�?er h Addendum for Application for Credit Card Processing Service Agreement/New Division Request Date: 8/5/15 Company ID#: Projected Live Date: 12/14/15 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 ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) 1, 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. 'SECT{O;N �; B.I.ISINESS UNIT ifdlf#er`eriC#oirl�ttviston nam '- Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana NP to 30 bytes) Business Unit #: SECTft7N���'�1I1l7fNG, t`ne�+bdttk/ `ss�sec¢%n=,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 existin sfe funds tranr Instruction please complete the followin If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?❑ Yes or []No trno, a new FTI will be created. If yes, provide FTI # (Section 9 does not need to be completed) Revt t/18/10 25C-40 NewDivisionSetup/cboo CHASE 01.'Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com PciIJn"6'@eYtt&?ch Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merohant—Services@ChasePaymentech.com SE-CTION 4::1099K CONTACT INFORMATION (w-9 required if new uS entity and/or taxpayer la, W-8 required for Canadian entities) _ ... . Transaction Division's Taxpayer ID #/No, 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez SECTION 4a:'TRANSACTION `DIVISION 1099K Contact email address : fgutierrez@santa-ana.org ass listed an the W.a suoolled (onto reaulred If different than Corporate) 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 ***It using our Cross Currency Product —please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and Identlfles 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-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): FCTI I t I y I I o I f I I S I a I n I t I a I I A I n I a Customer Service Phone #: Required for Mall Order or Recurring) City: (Required for Retail) IRL: (optional, 1 phone# provided above) (13 (13 (13 7 1 4 - 6 4 7 - 5 4 0 0 (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 State/Prov: FC A Zip Code (US): 9 2 7 0 1 (For Retell -City above must match City Location) Postal Code (Intl): I I I I I Postal Code (Can): (e bytes) (State/Province and Postal/Dp codes must match the address given above) Product/Service Description (Enterprodwxdesc4/ptim,le. clothing, g I u I s I i L i c e n s e books, membership) Publication Descriptor (Please provide onlyif required by your submitter): Avg. Trans. $ Amt: 380 Avg. # Trans./Yr: 240 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): ❑ Retail ❑ MaillPhone(Marketing Material Required) E Internet(Pleaseprovide your uRL): http:// www.invoicecloud.com/santa- ana If Internet 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, 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 Elmo 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): Rev11/18/10 25C-41 NewDivislonSetup/aboo CHASE C ' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 896.6000. Fax: (603) 898-8715 • Merchant_Services@ChasePaymentech.com 4: Please check below if applicable: E Bill Payment (A Bill Payment transaction Ise 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 E No Do you provide custom orders at time of sale? ❑ Yes E No Do you own the product at the time of sale? E Yes ❑ No Do you drop ship the product? ❑ Yes E 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.('Managerlsupernsor=onewho assigns work to MCAs). (Required lorietall and Discover) MRQA (Afanager/supervr, or= one who assigns Wor 6 MRAs) NOTE. Thl9 cdntact may receive any exception documer)ts ihafrh y need tp tie mailed ar,'fexed, if ndt particlpet ngrlri_Chargeback;. Mans' ementthis will be the default coritactfor Cha ebaek Mailin ; second co : ct. Ill not tie re ulred Location: ❑ Merchant E Submitter ❑ Fulfillment (check one) 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 M 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: CHAREBAGK,COCyTAG7 (regt»Eetl)MCA(kierC/tantitargohac{rYtalyst tineiihpworks:the,chatgetracksJ Ra rt�r"¢'diarrelailandDtscoYe! MR14 lNdCch9nERelrievalArie sf tln3who-worksthe,retnevale E 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 Dees this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Rev11 /18/10 25C-42 NewCivlslonSetup/obco CHASE Cy' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 8956000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION G: 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 3 if left blank) # of days between attempts: _ (Default Is 3 ifleft blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US 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 7. METE 010 flF.pAY1VIENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and GBR currencyonly) (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 Slates. As a default Discover Diners added whenever Visa and MC ere 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 I I I I I I 1 (15 bytes) ❑ American Express(conveyer/) SE# I I I I I I I I 1 (10 bytes) As a rule: (US SE should begin with "f -B", 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 yourAmorican Express cardholder statement)(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) Doyousupport 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 ane) ® Electronic Check Processing Parameter (US and Canadian only) Company Name:. C i t y o f S a n I t I a I A I n I a I (16 bytes) item Description: L i c e n s 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 on/yons) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts vAll 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 TransaCtlon 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). Rev11/18110 25C-43 NevvDivisionSetup/cboo CHASE !.1- Merchant Servlces . 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 898-6000 • Fax: (603) 898-8715 • Merchant_SeMces@ChasePaymentech.com SECTION 7: ME7`KODS OF PAYMENT continued PINIess Debit (Not applicable for retalimerchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Aoollcable to retell merchants onlvl 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: ❑ Gift Card (U.S. only) ❑ BIII Me Later® payment option (US only) ❑ European Direct Debit For EURO only., (Valld only for Euro currency divisions Descriptor (16 bytes) Default will be the first 16 characters ofyour 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: a/ld 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 °t^ ❑ PayPal (valid for US currency only) Payer Email Address: (32 character limlt) (must be a unique email address belonging to the merchants business and must be working of 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 I Y I P I A I L" I I I I I I 1 (18 bytes) Business Name: Customer Service Phone# (Optionaq (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 merchants location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18110 25C-44 NewDlvisionSetup/cboo CHASE CO' Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896.8715 • Merchant_Services@ChasePaymentech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? E 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 E No Will you use NetConnect Batch for Connectivity? ❑ Yes E No Will you use NetConnect for connectivity for online authorization only? ❑ Yes E 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 El 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 ENo 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 8) # of Days between attempts: [13. 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 ETHost window, this should be set no later than 8pm 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) (ITerm/nal Is only certlBed to utilize the above PlnPads and are purchase only) Rev11118/10 25C-45 New Division/cboo CHASE O® Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 896-6909 • Fax: (803) 896-8715 • Merchant—SeN]ces@ChasePaymentech.com SECTION B- PROCESSING METHOD conilnued ❑ 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 El NetConnect❑(if NetConnedsee 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: E o u i p m e ntf Te rm i n a Is: Will you ❑ Purchase? ❑ Rent? (US Only) ❑ Use existing equipment? ❑ Yes ❑ No If purchase or rent, date needed by: Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑(ffNetconnectsee 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 different than store location) Please ensure a contactwlll 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❑ Rev11118/10 25C-46 New Dlvlsion/shoo CHASE Cp,. Paynnentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com • ' Phone: (603) 896-6000 •. Fax: (603) 896-6715 • Merchant_Services@ChasePaymentech.cwm Nnfa• When coHlnn un mrdHnin hank aer-nunfa_ nlaaca rmmnlafe a canarate form for each" SECTION 9: '.BANK ACCOUNT: I N FORMATION . .. Check only one . Settlemerit Currency In whlah we Deposit Complete all sections . of the 7 options will fund to you (Country Where your Bank. Acct .listed: below. Resides)* ' 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 re ulres hoth ACH ABA# and Fedwlre#/Routin . Option #10 USD USA A, 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 See section A Note section Option #2 0 CAD CAN B1 to B3 E Option #3 El USD CAN B1 to B3 D3 D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E list count funds are being deposited in Option 95 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as Cl and/or C2, C3, E 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 9e660h*. -US BANK ACGOUN'( INF'ORMAT1f5N select only one method of transfer N ACH Transfer 3 1 2 1 2 2 7 1 6 2 7 (ABA #) ❑ WireTransfer (See Note) (FedwireWRouting #) ❑ Swift Transfer (see Note) (Swift Code: is to it 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 re ulres hoth ACH ABA# and Fedwlre#/Routin . Special Wire Instructions: 60 b es 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: (required if settlement is USD) Company Name: (As appears on Bank Account) Postal Code: Country: Canada Rev11/18/10 25Q-47 New Division/cboo CHASE moi,„ p alt' entech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Marchant—Services@ChasePaymentech.com C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain C3 IBANBank Account # Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Special Wire Instructions: (60 bytes) Postal Code: Country: 5ebtiofiD: INTfRMEDIARYICLEARINGBAN'FCA GOUNtIN�4)R.MA1fQN -Note: 'r-grint'Ipe o'9&olnh:dlYaU hJ.t+Mor Bh Chase.iri Lond-n ddtarmedl is'dq(re aired �Cdrir 7afe S9CUoii 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) �eai♦on E 5t nai;ure .. .:. _. . '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 Authorized Signature* Title Date (-must De signed ay 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 Rev11/18110 25C-48 New Division/cboo CHASE �i' paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896.6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 1A. REPORT CENTER AND TRANSACTION HISTORIC 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 #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/postal Code: 02184 Country: USA Email Address: (40 bytes) blal ides@invoicecioud.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 ® Bath 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 #: 877-256-8330 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 (usemame@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? oradiI PON Users, please.submltadsl.lltlonali'om'tiS3 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. *must be s gned Ily Executive or Financial Contact) Ravi Ill 8!10 25Q-49 New Division/cboo CHAS E a" Merchant Services. 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Pelyrt<Sentech Phone: (603) 898-8000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.cum 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: COMPANY/CONTACT INPORMATION 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 ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert LapidesEVP (Print Name) (TWe) 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. 1IR Tit j t, *0SIi1 .11 1I,T , ff t/fferen# lrartt dflti n rr7rnel- <. .. Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: Cit of Santa Ana (up to 30 bytes) Business Unit #: SEG7ti N 3 Rtl1VI77NG. rFnauubankfne see Seefir rr;q 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 If no, a newl'TIwill be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 25C-50 NewnivisionSetup/cboo CHASEO" Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Pm^1pritente'ch Phone: (803) 898-8000 • Fax: (803) 898.8715 • Merchant—Services@ChasePaymentech.com SECTION 4:1099K CONTACT INFORMATION (W-4 required if new us entity and/or taxpayer to, W8 raqulred for Canadian Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez 1099K Contact email address SECTION.4a:TRANSACTION DIVISION 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 i 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, Mae 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-commerce merchants may utilize a URL instead of Customer Service Phone If riot 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 i 1 t I y I I o I f S I a n I t I a A n I a Customer Service Phone #: Required for Mail Order or Recurring) City: (Required for Retail) IRL: (opticnal, If phone# provided above) (13 (13 (13 7 1 4 - 6 4 7 5 4 0 0 (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 State/Prov: I C I A Zip Code (US): 9 2 7 0 1 (For Retail -City above must match City Location) Postal Code (Intl): I I I I I IPostal Code (Can): (5 bytes) (State/Province and PoslaUZlp codes must match the address given above) Product/.Service Description (Enterproduct description, i.e. clothing, D I 0 I g L I C e n S I e !woks, membership) Publication Descriptor (Please provide only if required by your submitter): 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) Elnternet(Pteaseprovide your URL):http:// WWW.InVoiC8Cl0Ud.COm/Santa aria If Internet 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: 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? E 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? EYes ❑No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established Intematlonal currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default$25,000 U.S. dollars orestablished 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): Revl l/18110 25C-51 NewDivlsionSetup/cboo CHASEO" Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com PaymentechPhone: (603) 896.6000 • Fax: (603) 896-8715 . Merchant_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 servicelbliling 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? 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 #: ❑ Yes ® No SECTION 5 CHARGEBgC4r CONTACT frequlretl) IGIA(ManagaMsuperlusor=one who assigns work to MCAs) ((3eq /neH for retail and Discover) MRQA (Ma'nagei'lsupervis6�- one who:assigns work to MRAs) NOTE This cghtact.may receive any exception dpciimerits that may teed to be, mailed or fazed if not.participating.tri. Chargaback Mana argent Is wiltbe tha default cdntae 1' r hat Marlin 'second cohtebhwtli rrotbe ie u a Location: ❑ Merchant ® Submitter []Fulfillment (check one) If Submitter/Fulfillment, Name: ® Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone M 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: Imorabito@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: CHA (3EB GlC-GON fAG7 `(regt)rr ,q). MCA (Merchant Ch2rgshac((AnBlyst ane who works the;:chgrgaback s) . . Re illred foul fait and I)isodver MRA Merchant Retn'evalAndl'' t;- on who`works the retrievals ® Same as above (check here if the MCAIMRA Contact is the same as the IQAIMRQA 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: Rev11/18110 25C-52 NewDivisionSetupleboo CHASE 0 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Pa1fp'S"ien$e4rh Phone: (603) 896-6000. Fax: (803) 898.8715 • Merchant—Servlces@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. (For information on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default is 3 if Jeff 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 (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 _ SECTION TiMETHOCifi Of PAYMENT E Visa E MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Salo (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# I I I I I I I I I (Io 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)(AII 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) E Electronic Check Processing Parameter (US and Canadian only) Company Name: Item Description: I D I o I g L I i I c I e I in I s (10 bytes) Preferred Delivery Method: (select only one) (16 bytes) E Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes E No Indicate # of Days: 0 The default is °1" How do you obtain authorization from consumers? (Select on/yons) ❑ Written consent ❑ Telephone E 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 celling limit)• Rev11/18/10 25C-53 NewDivlsionSetuplcboo CHASE 0' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymenlech.com Pay8'd'1en£ ech Phone: (603) 890-6000 • Fax (603) 896.8715. Merchant—Services@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT continued Lj PINless Debit (Not applicable for retell merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants on 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: ❑ 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 (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 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 °i" ❑ PavPal (Valid for US 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 same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : I P I A I Y I P I A I L* I I I I I I 1 1 (18 bytes) Business Name: Customer Service Phone# (optionao (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(Include hRp:) ❑ 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 25C-54 NewDivisionSetup/cboo CHASE 00" Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchent—Services@ChasePaymentech.com SECTIONS: PROMISING 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 0 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. WIII you be using the Orbital Payment Gateway? •If th/s Is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UseriD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecioud.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 8pm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based In the merchant time zone. (US Um 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 s) # of Days between attempts: ❑ 3. Will you be using: ❑ Paypal/Verisign ❑ CyberSource ❑ 4. Will you be using the iTerminal? (reran divisions only) Primary Contact': UseriD (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 settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant Uma zone. (US time zones only) Magtek Reader Needed? ❑Yes []No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS71000 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 25C-55 New Division/cboo CHASEOF Merchant Services . 4 Northeastern Boulevard, Salem, NH 03078.1952 • www.chasepaymentech.com Raayment( ch Phone: (603) 898.8000 • Fax: (603) 896-8715 • Merchan[_Services@ChasePaymentech,com [15. 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 E] NetConnect E] (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: Egulpment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) ❑ Use existing equipment? ❑ Yes ❑ No If purchase or rent, date needed by: Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (if Netconnectsee 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 #) Equlpment/Kits/Imprinters Ship To Address (if different than store location) Please ensure a 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 ZipfPostal 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❑ Revl l/18/10 25C-56 New DMslonlcboo CHASE 00" Paymel`Is eel Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.ccm Note: When settino un multiple bank accounts. olease complete a separate form for each. SECTI0N`9::BANK. ACCOUNT INFORMATION' Checkoniy.one Settlement Currency in which:we . Deposit Complete altsections.,. : of the 7 optloAs will fund to you ' . (Countrywhere youi:Bank Acct Ilsted below' . (FedwireVRouting #) Resides) .. Option #10 USD USA A. E See section A Note section Option W ❑ CAD CAN B1 to B3, E Option #3 ❑ USD CAN 131 to B3, D3, D4 E Option #4 ❑ USD Int'I C1 to C3, 131, D3, D4, E list country funds are being deposited In Option #5 ❑ ❑Euro, []GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E 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 St:ctui i -A. , US BANK AOCOONt INFQRMATI,QN select only one method of transfer ® ACH Transfer 3 2 2 2 7 1 6 2 7 (ABA #) ❑ Wire Transfer (See Note) (FedwireVRouting #) ❑ Swift Transfer (See Note) (Swift Code: (s to t1 bytes) Please Note: Swift code Is required ifyour division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and FedwireWRoutin #. 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 61 Institution Number: B2 Swift Code: (a to 11 bytes) 133 Bank Account# Financial Institution Name: City: Province: ❑ Checking OR ❑ Savings 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 Rev11 /18/10 25q-57 New Division/cboo CHASE i0" Payrnentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 8968000 • Fax: (603) 898-8715 • Merchant_Services@ChasePaymentech.com 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: Sectton'D INTERMEDIARYICLEARINO BANK ACCOUNT INFORMATION:. Note: 'For l"n Pe '*s--bihi.,fhiouuh J.P.IG10 an:Chasean Londdii'hif2rmedI la hot re ufred. Com le}e 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) Sest9zin E; Si` nature `.: `` . "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 � % i t � i o t 5 Autl0rizedSignature* 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. ------------------------------------------------------------------------------------------------------------------- i ATTACH VOIDED CHECK HERE Rev11/18/10 25C-58 New Division/cboo CHASE 0i"' Paymentech Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 . Fax: (603) 896-8715 • Merchant—Services@ChasePaymenlech.com SECTION I O.- 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: E Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax M 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA ZiplPostal Code: 02184 Country: USA Email Address: (4o bytes) blapides@invoicecloud.com (usemame@domain.com) Does this contact have a Paymentech Online User ID? ❑ Yes E No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History E Both Account Masking E 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. EMs. ❑ 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@invoicecicud.com (usemame @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 E Both Account Masking E 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 Users access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? For adkli`tlollaG:tlse�s, ple�s� stt6txr"1#.aldt�lgrial'Fhrmis 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. Ali- ur-1 `(must be signed by Exe utive or Financial Contact) Rev11/18/10 25C46-59 New Division/cboo CHASE CF' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.00m payi `li en' ech Phone: (603) 89&6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.wm Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected 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 ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) 1, Robert Lapides EVP (Print Name) Mile) 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. ,5EG1'fQT*l?: BUS(N�SSatiNlT rfctr3ffereritfromtfiuislmtn�it�. 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 #: SEC7�ON,�t�_FUNI�ING, �iierrr;&a»�t?t��.adsect7on` 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 1. should be deposited to an existing funds transfer instruction lease corn late the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?❑ Yes or ❑No Ir no, a new FT/ will be created. If yes, provide FTI # (Section 9 does not need to be completed) Revll/18/10 26C-60 NowDivlslonSetuplcboo CHASE !L Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech:com . Paym£'n 1ech Phone: (603) 896.6000 • Fax: (603) 896.8715 • Merchant-Services@ChasePaymentech.com SECTION 4:1099K CONTACT INFORMATION (W-9re4ulredifnevvUS entity and/ortazpayeilD, w-8requiredfor Canadian Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No N 1099K Contact Name Francisco Gutierrez 1099K Contact email address : fgutierrez@santa-ana.org This Is the contact that will receive the 1099K mallino to the address listed on the W-9 suoolied toniv reoulred if different than Corporate) SECTION 4a: TRANSACTION DIVISION Division Name: City of Santa Ana - Utility (up to 30 bytes - this will appear on your Financial Reports) Currency (list only I 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 41h, 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 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 I I o I f I SJaJnJtJaJ I A I n I a Customer Service Phone #: Required for Mall Order or Recurring) City: (Required for Retail) RL: (optional, if phone# provided above) (13 (13 (13 7 1 4 6 4 7 5 4 0 0 (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 State/Prov: C A Zip Code (US): 9 1 2 1 7 1 0 11 (For Retail -City above must match City Location) Postal Code (Intl): Postal Code (Can): (6 bytes) (State/Province and PostaUZip codes must march the address given above) ProductlService Description(Enterprodaetdescription, 1..9.clothing, U t i I i t y books, membership)) Publication Descriptor (Please provide only if required byyour submitter): Avg. Trans. $ Amt: 250 Avg. # Trans.tYr: 27600 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail N 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 ❑ Mall/Phone(Marketing Material Required) N Internet(Ptease provide your URL): http:// www.invoicecloud.com/santa- ana If Internet 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: N 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? N 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 $125# Transaction Amount: (Defaull$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): RovI I/18/10 25,C-61 NevvDivisionSetupicboo CHAS E O " Merchant services • 4 Northeastern Boulevard, Salem, NH 03079-1952 . www.chasep2ymentech.com paymentpch Phone: (603) 696-6000 • Fax: (603) 896-8715 . Merchant—SeMces@ChasePaymentech.com Please check below if applicable: ® Bill Payment (A Bfll 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 ® No Do you provide custom orders at time of sale? 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? ® Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone #: ❑ Yes ® No SECTIONS CHARGEBACKCONTACT, (regWred) IQA(Manager/sgpervisor 'o lewho;assignsWork6MCAs). (Required f6r retail and Discover) M RQA.(Ivfagager/supeN�sor- on9 who:asslgns worfc"Io MRAs) `: N0fl7: This contact may redeiv¢'any exception docur *an.6 that may:nded to be mailed orfazed If nbt per[icipahng m;Gharcjehack " . Mara - ementthls Wilbbe the default cortact.for Cha aback Mailfn second contact will not ba re wre Location: ❑ Merchant E 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: Imorabito@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: Ck1AftGE6{#CK CONTACT (required) MCA (tilerchant ChargebackAnalys( one Whb works the;chargebaEk'sJ Re uiredformbil indplscoyef MRA. MerchantRatrieva/Analyst—one.who.worksths'letrieva7s . ® Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submltter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax M Alternate Fax M 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 1/18/10 25C-62 NewDivisionSetup/oboo CHASE Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • wwmchasepaymentech.com Paymentech Phone: (603) 898-6000 • Fax: (603) 898-8715 • Merchant—Services@ChasePaymentech.com SECTION 6: 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 aleft blank) # of days between attempts: (Default Is 3 if lea blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US 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 _ SEC fIbIV'7 METkIODS DF 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 #) ® Discover (conveyed only) (US only) SE# I I I I I I I I I I I I (15bytes) ❑ American Express(conveyad) SE# pobytes) Asa 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)(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 suoport 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: C i t y I o I f I IS a I n I t I a A n a (166ytes) Item Description: U t 1 1 i 1 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 E 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 volt 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 dlfferenl than Bank Card) (Approval will be required for any temporary or permanent increases to this ceiling limit). Revll/18/10 25C-63 NewDivislonSetup/cboo CHASE a e ' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Payi'@`3ent.ech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT. continued PINless Debit (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 f6 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 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 defaultis "I" ❑ PayPal (Valid for US currency only) Payer Email Address: (32 character limit) (must be a unique small 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 small address.) Customer Service Email Address: (127 characterlimll) Primary Contact Name: Phone: Email: Descriptor : P 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 (basedonmerchant's location): SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone:. Email Address: Rev11/18/10 25C-64 NewDivisionSetuplcboo CHASE O Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • 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. fulfllmont 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 ❑ to allow Gateway to settle. PM To meet 10 ET Host window, this should be set no later than Bpm 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 3) # of Days between attempts: ❑ 3. Will you be using: ❑ PaypalNerisign ❑ CyberSource ❑ 4. Will you be using the (Terminal? (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 SC50000 (If Yes, Magtek Readers are purchase only) (lTerminal Is only certified to utilize the above PinPads and are purchase only) Rev11118110 25C-65 New Dlvisionfcboo CHASE 0®" ®r Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.cam Paymentech 3,amentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com ❑ 5. Will you be using a Point-of-sale terminal (US r£ 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?(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 Paymehtech Solutions ❑ Other Vendor Name: Equi pmentlTerm Inals: 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 different than store location) Please ensure a contact will be available to accept shipment: Default will be Store Manager Street Address: City: Ship to contact's phone#: Store Opening Date: Dial Out Prefix (9,8,5): Attention to: State/Prov: 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❑ Revl l /18/10 25G-66 New Dlvislon/cboo CHASE! i,., Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • MerchanLServlces@ChasePaymenlech.com Mnfar Whnn cpf inn un mutflnie hank accounts. niease ramntete a separate form for each. SECTION 9: BANK ACCO LINT INFORMATION Check.on/gone Settlement Currency in which.we Deposit Complete all sections of the 7optionsW III fundtoyou. (Ccuntrywhere.youiBank Acct , listed: below Special Wire Instructions: 60 bytes) Resides Option #1 N USD USA A, E See section A Note section Option 92 ❑ CAD CAN B1 to B3, E Option 93 El USD CAN B1 to B3, D3 D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E (list country funds are being deposited in Option #5 ❑ ❑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 Intl 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 Seetipn A: US BANK ACCOUNT INFORMATION .. select only one method of transfer N ACH Transfer 1 3 2 2 1 2 1 7 1 6 2 1 7 (ABA #) ❑ W IreTransfer (See Note) (Fedwire#1Rout1ng #) ❑ Swift Transfer (See Note) (Swift Code: (s to ii 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#1Roudn . 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 B1 Institution Number. I I I I EFT Branch Transit Number. B2 Swift Code: (6 to 11 bytes) (required if settlement is USD) B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: ❑ Checking OR ❑ Savings Province: Postal Code: Country: Canada Rev11/18110 25Q-67 New Division/cboo CHASE 0" Paymentech C1 Swift Code: (8 to 11 b, C2 Sort Code: (Required C3 IBAN/Bank Account # Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079.1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—Servlces@ChasePaymentech.com BANK In Great Britain Only) Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Special Wlre Instructlons: (60 bytes) Postal Code: Country: Sectit ri. D tN'r fRMEO[ARY/CLEARIMG.BANK ACCOUNT INFORMATIgN_ jV io:.Fbrinr1..0e @sits-poing thou hJ.P. ma ed cfiaseirt London; Intermedia 'tis: not re uired,.: Complete. Section*'C•onl 131 8 f Code: (8 to 11 bytes) D2 Sort Code: (Required In Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) 04 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Sedan E. Si Mature "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." �����r l Finance Director ���23'LOti Authodzed 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. ---------------------------------------------------------------------------------------------------- I ATTACH VOIDED CHECK HERE ------------------------------------------------------------------------------ --------------------------------------- Rev11/18/10 25C-68 New Divislon/cboo CHASE ! pPaymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www,chasepaymentech.com Phone: (503) 896-6000 • Fax (603) 896.8715 • Merchant_Services@ChasePaymentech.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 #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@involcecloud.com (usemame@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: Checkone: ❑ 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 (usemame @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? Foz<aditloilallJS@rs, please subtrilt.adcitttgnal'farrtis 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 Report enter, S griat9Ye �4A11t c-„�o 77-, : "(must be signed by ExecuMve or Financial Contact) Rev11/18/10 25C-69 New Divislon/cboo CHASE 0" Government ®veined Addendum a eentech (Municipal UtillUes, Munlclpalltles, GoVt 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 part 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. Merchant is a Government Entity. Function of Merchant. Business Licenses, Dog Licenses, Municipal Utility Services I, 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 At�nl�l� �r \\ I2'� 20f.r Sianature Print Name Date 25^ 71DO`1 Rev. GOV0712015 Fpm, W'9 Request for Taxpayer , A domestic bust es defined in Regulations section 301.7701-7), ( e9 Give Form to the (Rev. August 2013) Identification Number and Certification the United States are generally required to pay a withholding tax under section requester. Do not Deparhnent of the Treasury 1. Certifythat the TIN u are rvl Is correct or you are waiting for a number you B pg ( Y g such business. Further, In certain cases whore a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner Is send to the IRS. Intemal Revenue Service U.S. person that Is a partner in a partnership conducting a trade or business In the 3. Claim exemption from backup withholding 9 you are a U.S. exempt payee. If United States, provide Form W-9 to the partnership to establish your U.S, status and avoid section 1446 withholding on your share of partnership Income. applicable, you ere also certifying that as a U.S. person, your allocable share of Name (a9 shown on your income tax return) any partnership Income from a U.S. trade or business Is not subject to the City of Santa Ana N Business name/disregarded entity name, If different from above m rn m ° Check appropriate box for federal tax classification: Exemptions (see Instructions): m ElIndlvidual/sole proprietor E]C Corporation E]S Corporation ❑ Partnership ❑ Trust7estate c Exempt payee code (Ir any) 0c ❑ Umhed llabllity company. Enter the tax classification(C=C corporation, S=S corporation, P=partnership)► Exemption from FATCA reporting code Of any) S ❑✓ Other loss Instructions) 0- Government 9 Address (number, street, and apt. or suite rw.) Requester's name and address (optionali 0 a 20 Civic Center Plaza N g City, state, and ZIP code N Santa Ana, CA 92701 Ust account number(s) here (options! Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on the "Name" line Social security number to avoid backup withholding. For Individuals, this is your social security numberHowever, for e - m -� resident alien, sole proprietor, or disregarded entity, see the Part I Instructions ann page 3. For other entitles, It Is your employer Went'dicatlon number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is In more than one name, see the chart on page 4 for guidelines on whose Employer Identification number number to enter. 9 5 - 610101017 8 5 Certification Under penalties of perjury, I certify that: 1. The number shown on this form Is my correct taxpayer Identification number (or I am waiting for a number to he 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 U.S. person (defined below), and 4. The FATCA code(s) entered on this form Of any) indicating 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 we 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 ORA), 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 cane 3. f _ Here Signature of Here Iu.s.peraon► /f/f/i4 /Z— n/fl Dete►/9 490/"5� General Instructions Section references are to the Informal Revenue Code unless otherwise noted Future developments. The IRS has created a page on IRS.gov for Informatlon about Forth W-0, at www.1m.gov1w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release It) wll I be posted on that page. Purpose of Form withholding tax on foreign partners"phare of effectively connected Income, and 4. Certify that FATCA codo(s) entered on this farm If any) indicating that you are exempt from the FATCA reporting, la coreact. Note. If you ere 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 similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S, person if you aro: A person who Is required to his an Information return with the IRS must obtain your - An Individual who la a U.S. rilizen or U.s, resident alien, correct taxpayer Identification number TIN) to report, for example, Income paid to • A partnership, corporation, company, or association created or organized In the you, payments made to you In settlement of payment card and third party network United States or under the laws of the United States, transactions, real estate transactions, mortgage Interest you paid, acquisition or , An estate (other then a foreign estate), or abandonment of asoured property, cancellation of debt, or contd buttons you made to an IPA , A domestic bust es defined in Regulations section 301.7701-7), ( e9 Use Form W-9 only Ifyou are a U.S, person Oncluding a resident ellen), to Special rules for partnerships. Partnerships that conduct a trade or business in provide your correct TIN to the person requesting It (the requester) and, when the United States are generally required to pay a withholding tax under section applicable, to: 1446 on any foreign partners' share of effectively connected taxable Income from 1. Certifythat the TIN u are rvl Is correct or you are waiting for a number you B pg ( Y g such business. Further, In certain cases whore a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner Is to be Issued), foreign person, and pay the section 1446 withholding tax. Therefore, If you are a 2. Certify that you we not subject to backup withholding. or U.S. person that Is a partner in a partnership conducting a trade or business In the 3. Claim exemption from backup withholding 9 you are a U.S. exempt payee. If United States, provide Form W-9 to the partnership to establish your U.S, status and avoid section 1446 withholding on your share of partnership Income. applicable, you ere also certifying that as a U.S. person, your allocable share of any partnership Income from a U.S. trade or business Is not subject to the Cat. No. 10231% Form W-9 (Rev. 8.2013) 25C-71 Form W-9 (Rev. 0.201 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: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and rot the entity, • In the case of a grantor trust with a U.S. 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 (other 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 -S or Form 8233 (see Publication 615, Withholding of Tax on Nonresident Aliens and Foreign Entitles). Nonresident alien who becomes a resident allen. 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 prevision known 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 Farm 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 (at 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. Article 20 of the U.S: CNna Income tax treaty allows an exemptlon from tax for scholarship Income received by a Chinese student temporarily present N 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, paregreph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to appy even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualities for this exception (under paragraph 2 of the that protocol) and Is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship Income would attach to Form W-9 a statement that Includes the Information described above to support that exemption. If you am a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form a233. 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 subjectto 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. Rest 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 retum. Payments you receive will be subject to backup withholding If: 1. You do net furnish ycurllN to the requester, 2. You do net certify your TIN when required (see the Part II Instructions an page 3 for detailal, 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 (far reportable Interest and divklends ont or S. 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 sea SpecW miss for partnerships on page 1. What Is FATCA rep will ng? 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 we no longer an exempt 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 coryomtion that elects to be an S corporation, or If you no longer are tax exempt. In addition, you must furnish a new Form W-9 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 wlltfu[ 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 $500 penalty. Criminal penalty for falsify] no Informatlon. Willfully falsifying certifications or afnrmatens may subject you to criminal penalties Including fines and/or Imprisonment. Misuse of TINS. It the requester discloses or uses TINs In violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an Individual, you must generally enter the name shown on your Income tax return. However, 9 you have changed your last name, for instance, due to marriage without informing the Social Security Administmtlon of the name change, enter your first name, the last name shown on your social security card, and your neer [set name. If the account Is In joint assess, 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 tett ratum on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Buslitess name/disregarded entity name" line. 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/dlsregarded 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 "disregarded entity" Sea Regulation section 301.7701-2(c)(2)(I10. 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 incoms tax return on which the Income should be reported. For example, 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 for federal tax purposes. 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 W9. 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 classification of the person whose name is entered on the 'Name' line (Individuallsole proprietor, Partnership, C Corporation, S Corporation, Trustlestate). Umited Ualelity Company (LLC). If the pemon 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 laxed as a corporation, enter "C' for C corporation m "S" for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from Its owner under Regulation section 301.77013 (except for employment and excise tax), do not check the LLC box unless the owner "a 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 N disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner Identified on the 'Name' line. Otherentities. Enter yourbusiness name as shown on required U.S. federal tax documents on the "Name" Ilne. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, wDBA name on the "Business name/disregarded entity name' line. Exemptions H you ere exempt from backup withholding and/or FATCA reporting enter In the Exemptions box, any cede(s) that may apply to you. See Exemptpayee code and Exemption from FATCA reporting code on page S. 25C-72 Form W-9 (Rev. 8-2013) Page 3 Exempt payee code. Generally, IndIvlduals (Including sale proprietors) ere not exempt from backup withholding. Corporations we exempt tram backup withholding for certain 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 satisfies the requirements of section 401(0(2) 2—The United States or any of its agencies or Instrumentalities 3—A state, the District or Columbia, a possession of the United States, or any of their political subdivisions a Instrumentalities 4—A foreign government or any of Its political subdivisions, agencies, or Nstrumentalitles 5—A corporation 6—A dealer In securities or commodities required to register In the United States, the District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures Trading Commission B—A real estate Investment trust 9—An entity registered at all (Imes during the tax year underthe Investment Company Act o11940 10—A common trust fund operated by a bank under section 6114(a) 11—A financial Institution 12—A middlemen known in the Investment community as a nominee or custodian 13—A trust exempt from tax under section 664 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,( through 13. IF the payment is far... THEN the payment is exempt far... Interest and dividend payments All exempt payees except for7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired plor to 2012. Barter exchange transactions and Exempt payees 1 though 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over S5,0001 1 through 5' Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 Sea Form 1099-MISC, Miscellaneous Income, and Its Instructions. 'However, the following payments made to a corporation and reportable on Form 1009-MISC are not exempt from backup withholding: medical and health care payments, attornays' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. Exemption tram 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 fart far an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form If you we 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, a any of their polltical subdivisions or Instmmentali8es D—A corporation the stock of which is regularly traded W one or more established securldes markets, as described In Reg. section 1.1472-1(c)(1)(1) 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)(0 F—A dealer In securities, commodltles, or derivative financial Instruments Qncluding 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 tle5ned in section 051 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 534(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(x$1) M—A tax exempt bust under a section 403p) 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 SEN, your TIN is your IRS Individual taxpayer Identitfcetlon number (TIM• Enter it In the social security number box. If you do not have an TIN, see How to get a TIN below. If you was a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a shine -member LLC that Is disregarded as an entity separate from Its owner (see Limited Llablifty Company (LLC) on page 2), enter the owner's SSN (or EIN, If the owner has one). Do not enter the disregarded entity's EIN. If the LLC Is classified as a corporation or partnership, enter the ent8y's EIN. Note. Seethe chart on page 4 for further clarification of two and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To may also get this form by calling 1-B00-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an TIN, or Form SS -4, Application for Employer Identification Number, to apply far an EIN. You can appll for an EIN online by accessing the IRS website at www.irs.gowbuslnesses and all on Employer Identification Number (EIN under Starting a Business. You can get Forms W-7 and SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 - if you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied Far" In the space for the TIN, sign and date the farm, and give It to the requester. For Interest and dividend payments, and certain payments made win respect to really tradable Instruments, generally you will have 60 days to get a TIN and give it to the requester betas you are subject to backup whhhelding on payments. The 60 -day rule dcas not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied Fa" means that you have already applied for a TIN a that you Intend to apply for one soon. Caution: A disregarded U.S. entity that bas a fomfgn owner must use the appropriate Fonn W-8. Part II. Certification To establish to the withholding agent that you am a U.S. person, a resident alien, sign Farm W-9. You may be requested to sign by the withholding agent even ti Items 1, 4, or 5 below Indicate otherwise. For ajolm account, only the person whose TIN Is shown In Part I should sign (when required). In the vaso of a disregarded witty, the person Identified on the 'Name' line must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as Indicated In hems 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 certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1883 and broker accounts considered Inactive during 1983. You must sign the certification or backup withholding will apply. ti you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must awes out Item 2 I the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may crass out Rem 2 of the certilkattlon. 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 bilis 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 trensactiens, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys Oncluding payments to corporations). 6. Mortgage Interest paid by you, acquisition or abandonment of secured property, 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. 25C-73 Form W-9 (Rev. 8.2013) Pager} What Name and Number To Give the Requester For this type of sccounb Give name and SSN of: 1. Individual The Individual 2. Two or more Individuals fiolnt 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 Minors Act) 4. a. The usual wadable 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 S. Sale proprietorship or disregarded The owner' entity owned by an Individual 6. Grantor trust filing under Optional The grantor' Form 1088 Filing Method 1 (see Regulation section 1.671.4(b)(2)(p(A)) For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner Individual 8. A valid trust, estate, or pension tout 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. Partnershlp or mum -member 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 prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Foran 1098 Rling Method 2 (see Regulation section 1.871-40)(2)(1)(3)) n List first and dmle an. nem. olthe perwowhase number you famish. If only one peBanon e Idnt account has an SSN, fret person's number must be famished. Y Circle the minor's some and fuml hthe Moes SSN. You must shag yea Individual name and you may also enter your boarew or "DBA° cents an the -Suns nem./disregarded entry some line. You may use eMe, your SSN or EIN Of you have me), but the IRS encourages you to use your SSN. ' List fist and drole the name of the tout, estate, or pardon tent. (0o not tun alk the TTN of the personal represemadve ortmatea unless the legal amity Itself Is not designated In the account title.) Also we Specialmks forparfnarsMps an page 1. •Nota. 0rantor also must provide a Form W-9 to trades of host 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 permisslon, to commit fraud or other crimes. An Identity thief may use your SSN to get a 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 currently affected by Identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-9084490 or submit Form 14039. For more Information, see Publication 4535, Identity Theft Prevention and Vlctlm Assistance. Victims of Idontlly, theft who are experiencing economic hemi or a system problem, of are seeking help In resoMng tax problems that have not been resolved through normal channels, may be eWHad for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS tall -free case Intake line at 1-877.777.4778 crTTY/TDD 1-800-829-4059. Protect yourself from suspicious smalls or pitching schemes. Phishing is the creation and use of small and websites designed to mimic legitimate business smalls and websites. The most common act Is sending an email to a user falsely claiming to be an eatabllshed legitimate enterprise In an attempt to scam the user Into surrendering private Informaticn 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 email 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 small claiming to be from the IRS, forward this message to phishingelrs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can (forward suspicious smalls to the Federal Trade Commission at: spameuce.gov or contact them at www Rc.goiffia Ror 1-877- 1DTHEFr (1-877-438-4338). Visit IRS.gov to loam more about Identity theft and how to reduce yaw risk Privacy Act Notice Section 6109 of the Internal Revenue Cade 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 cancellatlon of debt; or contributions you made to an IRA, Anther MSA, or HSA. The person collecting this farm 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 cMl and criminal litigation and to titles, states, the District of Columbia, and U.S. commonwealths and possessions for use In administering their laws. The Information also may be disclosed to other countries under atreaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and Intelligence 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 providing false or fraudulent Information. 25C-74 EXHIBIT A L� BILLER ORDER FORM —Add-on Services 25C-75 GENERAL INFORMATION Le6al Buameva NameUty of Santa Ana TP. P18usinau: Goemment Address: 20 Cwic Center Plaza Web Lle: ww«.uaana ana u.W CA, Sent. Are State: CA Z, 92702 Pure: 9146A9-5361 Fac 714 P7.5033 ErreJ'Nn<IvenEsantaana mr Contact Name Ptle. Hans Nielsen, Project Manager Age O TramacoonANa 6,500 Inm¢e Cloud Wet RPO: Cadyn ANb[da 5a1[v Penn, AYB Trawcucn 5 Amt: 80 H,l Im,.ke S Print! 10.000 Add- On Services Pricing for Add an Services IVR{Payment Type) ' ❑ Cann Card Per tnmuction Cest AN Pa•Trarsaaron UedA Card Ma. Payment •5195 Cave Amount • $1.55 Va. O MC ❑ On[peer Cl Amee ❑ Cloud Store: Proactive Rental Enforcement Program ® credit Card Farir.....lon Cen. Auto • ANPer T.....n trach Card Mae Poym[nt (PREP)Accounts S.zD•sce9s Cciesso Amp. 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By sign,bra., ire BBler nurture, (11)fire ndi. .&It"to, and eoknowro'aecelat cf the tetras and ccidiUams of the Slierigreema0. attached hand. old lrcvearead herein i mill (2) nrOFa to hi Ocud that Wine is aut,orb.d to sgn OJI Old. perm; (3) calcitic, NI an mhmUtho, and dc.umenu fubmlbaC in commotion evilh Ult Older i vin are Irx and pompon; (d) amfwrcez Imek. CIOW_ or Ib aent n verify any of She Idaaea:on given, Irch dirg crad.t Mae.cei, and to obtaera credit mmm finceadm0 a sinale, if e a mrunu-nY puma sami, (41 ag^es to ray tie Monthly Awle fee Ihncgh the bat day of the month fallowirg the a Bect4e date of [amination as peCrWed N the B2lieg Agreement; (5) agreed Rat Wer aid each cramaamn Submitted mill be bound d/ the Older torn and tis{ Bale, Agreement in hl UL”. IS) ameanhe' Mill tl aabma craeusam, only n top He no with the nfovraden In.his Ord., Form ac( Mile A,nmmer: ad evil lrmadbnM into. lm.i[e [laud, by email Iemlm-moinealttdaud.<om) if any hfermmian m vic Oida: Sorin cla lTim Will arty medibcv and tlu t Order Fxm Intlrhe CaerApe.mentomi:meIn, I,We on.pl.tel Bilk/ Apaemeet brad bitten f Ibe and Invoke Cloud and (7) IN. Bell ... that and urdarowd,[hat au]atad '.. due and ovim, t. Imoia O, W.. win to c4ie.J dao, ., monthly and d.bind from III mr.... dmae laity lemint Nrn.urikent funds IV Rae Gebtaare grand& for a [ arga N fees v nrntnahan often Agreement In pb event m mmparmeM of.1 oma it...Inn.lie O ,.d ®sex&: Ne 1ft tawl:hdn. such hums from Ido <uli nt lep<I4W.mmmI at err fine teemun pplment d the same. 11 Byiron IS I.Inv, tin 801.1 AnebyOives p..meciveolli Claud to access hit lFe.[ndn history is Tnn:Unin, Fou fax, or ether cned,t eeemnp iierry. D. Te Order Fri ad the Bite r Agreement. I income eNa.ba only wher —aul....... d be l,.okeClauderd upon ovecut�an by the Bills r d such third p,AV opmc-rant ryulnd by4vare C!;Ld W permit tie of the wrmani fincimnof the Senn[.. In WTIICSS yin iaEOr, tier h.reta h&v<a/&cvted Uuz ft—mare vs of U% Bin dal dhtareh, 2015 pt Acceed by are r. �p,�,� Br: " �..L?�,��V , r peel hLzmel Frandsen (h^iarno Finanrn Filorkn Accepted lar imine Coad: pen: Name'_ �t I. -i, zein' CEO 25C-76 EXHIBIT B Ver. 2.7 Invoice Parameters • • ' •• - 3/31/2016 I Proactive Residential Enforcem Program (PREP)Accounts Invoicing Parameters sheet must be completed for each Invoice e. Infiouse Non -Submitter �MIIII ®Visa ® MasterCard ❑ Discover ❑Amex ®EFT/ACH ❑EBPP ®Cloud Store ❑ Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Annually Number of Bills: 1 i500 Number of Cycles: Number of Installments: 1 Average Invoice Amount: BO Highest Invoice Amount: �---------- - - $ 10,000 1- - Billing Months (please select the applicable months below): ❑Jan ❑Feb , ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All .• ❑lst-loth ❑ 11th -2011, ❑210_31,1 call -2211@2 ❑ Biller ❑ Template ❑ Bill Print Vendor (please complete below Itni Hardware: Choose an item. QTY Choose an item. Provided by: ❑ Sales Rep ❑ Operations - Per Unit Price: $, -- F Shipping Address: ----T-_---- — ��� - --- - --- - (if different than location address) 'Se' Fedis Item Paid by • payer Item - -Pdid b Biller - - - ❑ _ Credit Card: + +- ® Credit Interchange, fees dues assessments+ p1 - - %, with $ -:Minimum Card; Authorization $ + x0,_20: 50 ! . BP ❑ EFT/ACH: $ 1 peritem ® EFT/ACH: $ II 0.50 I per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Item Paid b payer Item Paid b Biller ❑ Credit Card: ! I- ❑ Credit Interchange, fees, dues assessments+ - %with$-- - -Minimum Card: Authorization 5 + 7. BP (Without Visa Acceptance)- ❑ EFT/ACH: $ _ Per item I ❑ EFT/ACH: $ �_ _i Per Item ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ (' !Biller ❑ EFT/ACH: Service Fee: $ (r —' i ❑ Paid by payer ❑ 1 Paid by Inferadlilve V61cb Rito6nse IVR4 ivintencior- ❑ Paid by payer Service Fee + $ ❑ Paid by Biller $ I r - per item surcharge -- Proactive Rental Enforcement Program (PREP) Accounts Cloud Store requires a customer loxbox file (see business license Cloud Store). Please see BL Cloud Store or contact City for exact specificiations far the file and form at 71112016--- •-. •, --- ---- - Hans Nielsen Precise note the above requested date is not guaranteed. The implementation tirne frame is not guaranteed sub,lect to change and delays to worldood, systems/dato requirements, bifrer cooperation and other factors. 25C-77 CHASE Of Date: 3/31/16 EXHIBIT C Merchant Services • 4 Northeastern Boulevard. Salem, NH 03079-1952 . mv%chasepaymentech.com Phone: (603) 896.6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 7/1/16 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 ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert Lapides EVP (Print Name) (TNe) 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. SECTION 2: BUSINESS UNIT if different from division 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 #: SECTION 3: FUNDING (if new banking see 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 If no, a new PTl will becreated. If yes, provide FTI # (Section 9 does not need to be completed) nev11118110 1 NewDivisionSetuplcboo 25C-78 CHASE Or Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • kierchant—Services@ChasePaymenlech.com SECTION 4: 1099K CONTACT INFORMATION (W--9 required if new US entity and/or taxpayer ID, W-8 required for Canadian 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 SECTION 4a: TRANSACTION DIVISION Division Name: City Of Santa Ana -PREP (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US •" It 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, 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 Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (Feral/ card types with the exception o(American Express): Eli t y o f S I a I n I t I a I I A I n I a Customer Service Phone* : Required for Mall Order or Retuning) City: (Required for Retail) IRL: (optional, 0 phwee provided above) (13 (13 (13 7 1 4 6 4 7 5 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 State/Prov: C A Zip Code (US): 9 2 17 1 0 11 (For Refad-City above must match City Location)' Postal Code (Intl): I I I I IPostal Code (Can): I (s bytes) (StaterProVince and PostabVp codes must match the address given above) ProductlService Description (Enferprodcct deserloffon, i.e. cicthing. P I R I E I P books, memberstvp) Publication Descriptor (Please provide only itrequired by yoursubmider): Avg. Trans. $ Amt: 80 Avg. # Trans.Nr: 850 Projected Refund % 10 BPS How do you market this product? (Check onlV these 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(Markebng Material Required) ® Internet(Please provide your URL): http:/I wwN.invoicecloud.com/santa- ana If infemet is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain them Merchant Services cr 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 S25.000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default 525.000 U.S.dollars or established international currency equivalent per transaction) (Approval will be required rorany temporary or permanent increases to this ceffing rimd). Please check the consumers payment option for this division: (Select only one) Rev11/18/10 2 NewDivisionSetup/cboo 25C-79 CHASE C6 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • wvnv.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—Services@ChasePaymentech.com .s4 r1v..1. i2C:I SECTION 4: TRANSACTION DIVISION (continued) Please check below if applicable: E Bill Payment (A EX Payment transaction is a transaction foran 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? E Yes ❑ No Do you drop ship the product? ❑ Yes E 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 (Manager/supervisor—one who assigns work to MCAs) (Required for retail and Discover) MRQA (Managedsupervisor— 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 Management this will be the default contact for Chargeback Mailing second contact will not be required) Location: ❑ Merchant ® Submitter ❑ Fulfillment (check one) 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 M Email Address: imorabilo@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: (required) MCA (Merchant Chargeback Analyst — one who works the chargeback's) (Required for retail and Discover 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 A Email Address: Address: City: StatelProv: ZiplPostal 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: Rev11118/10 3 NewDivisionSetuplcboo 25C-80 C HAS E CO Merchant Services - 4 Northeastern Boulevard, Salem, NH 03079-1952 - mm.chasepaymentech.com Phone: (603) 896-6000 - Fax: (603) 898-8715 • Merchant—SeMce ChasePaymentech.com SECTION 6: 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 if len blank) # of days between attempts: (Default is 3 if left blank) Out ut 0 lions: ❑ 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 _ SECTION 7: METHODS 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 Vendorto obtain these attributes — for example — HRS Household— Please provide Credit Plan #) ® Discover (conveyed only)(US only) SEA I I I I I I I I I I I 1 (15 bytes) ❑ American Express(bonveyeo7 SE# I I I I I I 1 (10 bytes) As a rule: (US SE should begin with '1-6'. International SE should begin with a'9 , Canadian SEshou/d begin with a "93, International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor. (Appears on yourAmercan Express cardholderstatement)(All othercard types use descriptorin 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) ® Electronic Check Processing Parameter (US and Canadian only) Company Name: (16 bytes) Item Description: I P I R I E I P (lo bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACHIEFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is'1' How do you obtain authorization from consumers? (Select onlyone) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts Wil 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 wilt 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) Revt i/18110. 4 NewDiviskmSetupfcboo 25C-81 CHASE 107 Merchant Services - 4 Northeastern Boulevard. Salem. NH 03079-1952 - vrnay.chasepaymenlech.com Phone: (603) 896.6000 - Fax: (603) 896-8715 - Merchant-Servims@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT (continued) PINless Debit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Anolicab/e 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, Intel ink, 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 on/r., (Valid only for Eum curre2g divisions) Descriptor (16 bytes) Default will be the first 16 characters of your CardholderDescrf#or 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 current tlfvisions) Descriptor (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otheniise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is 1' ❑ PayPal (Valid for US currency only) Payer Email Address: (32 character fimit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note., No tyro accounts ordivis)ons can share the same Payer email address.) Customer Service Email Address: (127 charaderimit) Primary Contact Name: Phone: Email: Descriptor : P I A I Y I P I A I L (18 bytes) Business Name: Customer Service Phone# (optional) (75 character limit and must not contain the following characters 8, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(include hitp) ❑ 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 yourcuslomer 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 (basedon memhanrsfocation): SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11118/10 5 NewDivisionSeiupfcboo 25C-82 CHASE e F Merchant Services • 4 Northeaslem Boulevard. Salem, NH 03079-1952 • vnvw.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymenlech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? X Merchant ❑ Other Co. Name: Invoice cloud (i.e. rulfiumentco. orEcommerce 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? •U this is the Arstdivision 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@invoicecioud.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 Aulc-Sellle time is based in the merchant time zone. (US time zones only) Profile Management required? ❑Yes or ZNo Level of access: ❑ Merchant or ❑ Chain (select one, default is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Oefaurt is 3) # of Days between attempts: ❑ 3. Will you be using: ❑ PaypallVerisign ❑ CyberSource ❑ 4. Will you be using the iTerminal? (retaildivisions only) Primary Contact': UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): 'Primary contact must be the merchant contact forsecurity 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-Seltle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes ❑No If Debit, Pin Pad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (if Yes, Magtek Readers are purchase only) ( iTerminal is only certified to utilize the above Pin Pads and aro purchase only) Rev11/18110 6 New Divisionfcboo 25C-83 CHASE CP .3 Merchant Services • 4 Northeastern Boulevard, Salem. NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 - Metch.ant—SeNices@ChasePaymentech.com SECTION 8: PROCESSING METHOD continued [15. 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?(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: Eau iomentlTermin als: 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 ❑ (n Netconnect see requirementbelowJ NetConnect Contact Name: Email address: Userld If existing: Phone: PIN Pad Type and quantity? (for PIN BASEOEB1TOniy) 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 #: Dial Out Prefix (9,8,5): Customer Service Phone # (if different then Store Phone #) 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: Zip/Postal Code: Country: Ship to contact's phone#: Ship to contact's email: Store Opening Date: 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❑ Rev11/18/10 7 New Divisiontcboo 25C-84 CHASE ! M Merchant Services • 4 Northeastern Boulevard. Salem, NH 03079-1952 • wmv.chasepaymemech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—SeN!ces@ChasePaymentech.com Nntpr Whpn cpHlna rm muftinlp hank arrnantc. nlaaca rmmntato a canasta fnrm fnr aarh_ SECTION 9: BANK 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 Special Wire Instructions: 60 bytes) Resides Option #1 ® USD USA A, E See section A Note section Option #2 ❑ CAD CAN Bt to 83, E Option #3 ❑ USD CAN B1 to B3, D3, D4, E .Option #4 ❑ USD Inl'I C1 to C3, D1, D3. D4, E list country funds are beinct deposited int Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/seltlement 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 Intl 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 Section A: US BANK ACCOUNT INFORMATION select orrhy one method of transfer ® ACH Transfer 3 2 2 1 ? 1 7 1 6 2 7 (ABA #) ❑ W re Transfer (see Note) (Fedwire#/Routing #) ❑ Swift Transfer (see Note) (Swift Code: to to i r byres) 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 FedwineglRoutingk 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 Section B: CANADIAN BANK ACCOUNT INFORMATION: Ti Bt I Institution Number. I I I I EFT Branch Transit Number. B2 I Swift Code: (8 to 11 bytes) I I I I I I I I I I I I (required if settlement is USD) 83 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: Province: ❑ Checking OR ❑ Savings Postal Code: Country: Canada Ravi 1118/10 256-85 _85 Nevi DivisioNcboo CHASEblerchanl Services • 4 Northeaslerr Boulevard, Salem, NH 03079-1952 • xw:w,chasepaymentech com Phone: (603) 896-E000 • Fax: (603) 8968715 • tAerchanl Services(c)ChasePaymenlech.rom I Section C: FINAL DESTINATION BANK I Cl I Swift Code: (8 to 11 bytes) I I I I I I I I I T I I C2 I Sort Code: (Required in Great Britain 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: INTERMEDIARY/CLEARING BANK ACCOUNT INFORMATION Note: For Intl Deposits going through 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 o` Santa Ana I, Francisco Guticmzz , 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 3/31/2016 �� 1. a w 1 \�,_J • . _ Director of Aul odzed 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 Rev11118.10 < New DE•riaonrcboo ___ 25G-86 CHASE J Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 - wnw.chasepaymenlech.com Phone: (603) 898.6000 - Fax: (603) 896-8715 • Merchant_Services@ChasePaymenlech.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 #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@invoicecloud.com (usemame@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 Users 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 ZiplPostal Code: 02184 Country: USA Email Address: (40bytes; dbowler@invoicecloud.com (usemame@domain. ccm) 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? For additional Users, please submit additional forms. 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 andlor the eport Center. � ( Signature: i c�/f✓ { '(must be slgned Ly Executive or Financial Contact) Rev1111.8110 10 New DivisioNcboo 25C-87 InvoiceCloud EXHIBIT Biller Order Form.... TjC�Sales R p ®■ 71-6 s Partner:' i So�ftwar ,Partner:.{ tIDlEBPP} 1®[Ioud;Sfoffl {0Cloud Pa`) 19 LVRI jRIKOBD,1 I giffiq 1 I®� a'�IulasferCard%D'—`° -isc er Ip?Amertean Express (®�A''C�EFT Ownership Type: Government Biller Contacts Legal Name: City of Santa Ana Minerva Mancha, Treasury Services Supv. Address 1: I 20 Civic Center Plaza Phone Number: 714.647-5442 Ext. Address 2: Email Address: mmancha@santa-ana.org City Santa Ana State: ca Zip: 9P701 - Hans Nielsen, Project Manager Phone# 714-647-5442 Fax #: 714-6475069 Phone Number: 714-647-5442 Ext. WebsiteURL: http:lAwimci.santa-ana.camst Email Address: hnielsen@santa-ana.org Business Open Date: 1886 Minerva Mancha Federal Tax ID#: f 95-6000765 Phone Number: 714.647.5442 Ext. rrote: roderol Tux io and Legal Name must morcnan 0."dacuments, Email Address: mmancha@santa-ana.org Signatory Contact: Francisco Gutierrez Title: Finance Director Phone Number: 714$47-5400 Ext. I F— Email Address: fguberrez@santa-ana.org Paperwork Contact Will Holt, Treasury & Customer Services Manager, 17141 647-5456• wholiCasanta-cno.org. Please note that Systems and Software is still iimplementing Go Mobile for Santa Ana. New Biller Implementation: $ 1,500 Paperless Presentment: $ 0 11 Perltem includes 3 email nolificolions Biller Portal Access: $ f 100 Monthly IC Payment— Credit Card: $1 0.00 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 item. Online Bank Direct: $ I 0,25 Per Item Go Mobile Gateway $ 00p Choose an item. Harris Go Mobile: $ 0.00 Per Item Invoice Presentment: $ f 000 Monthly EFT/ACH Reject: $ x15.00 Per item Charge Back: $ f 20.00 Per Item e a s � eo• o Name of Checking Account (M 11 City of Santa Ana Bank Name: I J.P. Morgan Address: r 3 Park Plaza Fir 9 Irvine, CA 92614 Phone: I F949433A061 Depository Routing#: 322271627 Aeeount#: 935309500 rourm�o.•ce mem contLfoecwuibe elecrromcan de astteof Into this account. Fees Routing#: ( 322271627 Account#: 935309500 Invoice and payment essina tees will be electronicolty deducted from this account. 25C-88 �3 invoiceCloud" Biller Order Form _... A. By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute debit/credit entries to its checking/deposit accounts) indicated above at the depository financial institution(s) named above and to debit/Credit the same such accoure(s). The Biller acknowledges that the origination of ACH transactions to its occouni(s) must comply with the provisions of U.S. low. This authority Is to remain in full force and effect until (i) 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 (ti) 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. mail) when a change in account number(s) or bank has occurred al which time this authorization shall apply to such new/changed account. This notification must be received within 10 business days of change. A lee. 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,Billei Agreement, attached hereto, as well as the terms and conditions at wwwTnvoicecloud.comltermsandconditions, 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 ore true and complete: (4) authorizes Invoice Cloud or its agent to verify any of the information given, including credit references, and to obtain credt: (51 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 will be bound by the Biller Order Form and the Biller Agreement in Its entirely: (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@lnvo'.cecloud.comi if any information in this Biller Order Farm changes. The terms and conditions and this Biller Order Form. the Biller Agreement and the terms and conditions at www.invoicecloud.com/termsondconditions constitute the entire Integrated Biller Agreement by and between Biller and Invoice Cloud. It 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 proviston(s), wilh 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. Equifax, or other credit-reporting agency D. The Biller Order Form and the Biller Agreement will become effective onlywhen 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 day .lune 7, 2016 Acc✓✓cepted y biller: Corporate Officer Francisco Gutierrez Printed Name Exe. Dir. Finance and ManagementSvcs. Title 25C-89 Accepted by Invoice Cloud: x F Robert Lapides Printed Name EVP Title EXHIBIT B Ver. 2.7 Invoice Parameters • • ' Municipal Utility Services • • - 5/9/2016 Invoicing Parameters sheet must be completed for each Invalce e. EMSEM systems and SoWre en0uesta 4.5 Non -Submitter (R,wis_u fa;sFefea (RFcs o er ©'WWR MEF7///AEH • • (�EBPrP} {®_C-�o d Sto a Clouci�Pay (©�_gij {� ISR IRKJosk .r-. 1111ing Frequency: Monthly Number of Bills: 23,000 Number of Cycles: 14 Number of Installments: 1 Average Invoice Amount: $250 Highest Invoice Amount: $ 125,000 Billing Months (please select the applicable months below): OJon ❑Feb OMar ❑Apr OMay ❑Jun O Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All ...- ®1i1 -101h ® 11th -20th ®21a-31rf - 13 Willer ❑ Template ❑ Bill Print Vendor (please complete below •INFOSEND, INC. "Hardwar"e:ke item. • Provided by: ❑Sales Rep E3 Operations an item. QTY rShippin Per Unit Price: $ ddress: n locotion address) Total Due: $ Services Fees Selecl'frorn the • Item Paid b payer Item Paid b Biller ❑ _ Credit Card: I EI Credit Interchange, tees. dues assessments+ °� with $ Minimum Card- Authorization $ F— +F— > BP ❑ EFT/ACH: I $ r-- per item ❑ -- EFT/ACH: $ r peritem ❑ Flex Pay ACH: per item ❑ Flex Pay ACH: $ ( per item Uillff�, Invoice Type Item I Paid b a er Item Paid by Biller _ ❑ Credit Card: ® Credit Interchange. tees, dues assessmenis+ 7. with $ Minimum Card: Without visa Accaotonce) AUlhofizallon $ 0.50 + F —o %BP ❑ EFT/ACH: $ I - Per item ® EFT/ACH: $ 0.50 Per item ❑ Credit Card Service Fee: $ F Max Cap for Credit Cards: I $ ❑ EFT/ACH: Service Fee: 1 $ F__ ❑ Paid by payer ❑ Paid by Biller ❑ Paid by payer Service Fee + $ T I Paid by Biller $ �— per item surcharge Notes/SpAcICL1 Handling: r . 11/7/2016 Willard Holt Please note the above raqueOed dofe is not gucronteed. The implementation tbrne frame is not guaranteed subjecf to change and delays to wo&Jood, syslems/dura reauirements, biller ccooeroNon and other loclom 25C-90 Invoi eCloud" Biller Order Form SALES INFORMATION I IC Sales Rep Order Type Carlyn AI[heide Sales PrtnfSoftware Vertical GUB j Pr[nr IS&S _ _ Addron � PRODUCTS&SERVICES Products ❑EBPP ❑Claud Store 11 Cloud Pay ❑Single Sign -On C] Bill Processor ❑POSConnect ❑�tPal By Text [I IVR ❑080 ❑Kiosk ❑CSRConnect ❑PayNearMe Payments E:MSA/MasterCaWDisccver []American Express DACH/EFT BILLER INFORMATION Ownership Type Government BILLER CONTACTS Legal Name City of Santa Ana Implementation Minerva Mancha, Treasury Services Supervisor Address 1 Address 20 Civic Center Plaza I Phone 714-647-5442 Ext Email Address mmancha@san[a-ana.org _ City Santa Ana I Statel CA I ZIP92701 Technical Support Hans Nielsen, Project Manager Phone Website URL 714.647.5400 1 Fax 1 714.667.5089 J Phone 714-647-5442 1 Ext Email Address hnielsen@santa-ana.org www.ci.santaana.ca.us � Bus. Open Date 1886 Federal Tax ID 95-6000785 •Pedeml roan end legal Nome must mouh.n on documents. Marketing Minerva Mancha, Treasury Services Supervisor Phone 714-647-5442 Ext Email Address mmancha@santa-ana.org SIGNATORY AUTHORITY Name I Francisco Gutierrez Title Finance Director Phone 714-647-5400 Faz Email Address fguderrez@santa-ana.org BILLER FEES New Biller Implementation Paperless Presentment (S) P-11 Biller Portal Access ($) IC Payment -Credit Card Per Item Additional Users) ($) IC Payment - EFT/ACH Per Item Online Bank Direct Access ($) —�— Online Bank Direct Per Item Invoice Presentment ($) Monthly EFT/ACH Reject $15.00 Per Item Encrypted Reader License Fee ($) MonmN Per oevrte Charge Back 1520.00 I Per Item Cloud Store Implementation (S) one -Time Claud Store Monthly Access Monthly Additional Data Storage H Years (past 2) Bills Per Month Total Cost ($) ' BILLER BANK INFO Note: horst include voided bIwess check., bunk letter far each ccmunt Name on Account ICityofSanla Ana Bank Name JP Morgan _ Address �3 Park Plaza Fir 9, Irvine CA 92614 Phone I949-833-4061 _ fDEPOSITORY ryaurimskepoymentmleecons war be electronically deao9ted II, this oceotmi) Routing It 322271627 Account 935309500 �, FEES Rnvoi.e ondpaymentpmcess!ngjees torn be akefranicohydedvatedJrom this acrount) Routing H 1322271627 Account H 1935309500 I NDTES/SPECIAL HANDLING The City's Software vendor for Parks & Recreation Is ClvicRev. _ -1 0.0 25C-91 OnvoicieCloud" Biller Order Form CERTIFICATION AND AGREMIENT A. By signing below. the Biller hereby authorises Invoice Cloud, Inc. f'Immice Cloud') to Initiate and execute debit/credit envies Is its Checking/depoalt accountfs) Indicated above at the depository financial InsttuUonfs) named above and to debit/credit the same such accoum(s). The Biller acknowledges that the origination of ACN transactions to Its accountfs) must comply with the provisions of U.S. law. This authority IS to remain in full force and effect until (it Invoice Cloud has received written notification (by electronic or U.S. mag) from the Biller of its revocation In such time and manner as to avow Invoice Cloud a reasonable opportunity to act on B, but not less than 10 business Clays notice; and (h1 all obligations of the Biller to Invoke Cloud that have arisen under this Agreement and all other agreements have been paid in fail. The Biller must also notify Invoice Cloud, in writhnq, (by electronic or U.S. mail) when a change in account nu mber(s) or bank has occurred at which time this authorisation shall apply to such new/changed account. This notification must be received vdthm 10 business days of change. A fee will be charged for any returned ACR debits. By signing below, the Biller named: 11) has read, agreed to, and acknowledges receipt of the Biller Agreement, Biller TFC and other Order Formy executed by the Biller, antl (B) certifies to Invoice Cloud that he/she is authorized be sign this Order form; (3) certifies that all information and documents submitted in connection with this Order Form are true and complete; (A) authorizes Invoice Cloud or its agent to vedfy am/ of the information given, including credit references, and to obtain credt reports [including a spouse if in a community property state); (a) agrees to pay the Monthly Access Fee through the last &yet the month following the effective date of term'ulation as provided In the Billing Agreement: (5) agrees that Biller, and each transaction submitted will be bmendbythe Order Form and the Biller Agreement In Its entirely, (6) agrees Nat Biller will submit transactions only in accordance with the information In this Order Form and Biller Agreement and will immediately inform Invoke Cloud, by email (convects@invoke<bud.com) If any Information In this Order Form changes, and (71 the Biller agrees and understands that autstandng sums due and owing to Invoice Cloud., will be charged daily or monthly and debited from its current depositary account. Nom sufficient funds for these debits are grounds fora change in tees 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 same. C. Pay by Text: Standard data rates and text messaging rales may apply based on the payer's On with their mobile phone carder. Favor can apt out of text messaging at any time with Invoice Cloud. Partial payment or overpayment is not supponed. Service fees may apply based on the biller set up with Invoice Cloud. Biller may not use the service for ae6vk es that violate any law, statute, ordnance or regulation. D. By signing below, the Biller hereby gives permission to Invoke Cloud to access his/ her credit history via Trans Union.Equifax, or other cretitreporting agency. E. The Order Form and the Biller Agreement will became effective only when counter -signed by Invoke Cloud and upon execution by the Biller or such third parry 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 Clay Accepted by Biller: IN Accepted by Invoice Cloud: .app r Corporate Officer Corporate Hlcer Francisco Gutierrez Printed Name Finance Director Title 25C-92 �oG�r�F Lpidzs Printed Name If FPresi(jfA+,G—u6e vaA InvoiceCloud` INVOICE PARAMETERS Immice Parameters must be completed for each invaice type Biller Order Form Invoice Type Biller Software Parks & Recreation Date 8/22/2017 CrvicRec I Pricing Model Non -Submitter Products ❑EBPP ❑Cloud Store ❑+Cloud Pay Cl pay By Text ❑IVR ❑0110 E] Kiosk []Singe Sign -On ❑8111 Processor ❑POSConnect ❑CSRConnect ❑PayNeaMe Services QVISA/Masle(Card/DIscover [:]American Express ❑�ACH/EFT BILLING DETAILS Please Indicate which months bills are sent by placing the bill count for each month below: JanFeb Mar Apr May lune Jul Aug Sep Oct Nov Dec 100 100 100 100 1 100 1 100 100 100 1 100 f 100 100 ..11 200 Avg Invoice $ 50.00 Max Invoice $5000.00 Siam 100 PRINTED BILLS Bill Mailing Dates ❑1st -10th ❑11th -20th ❑21st -31st Bill Image Provider ❑Template DBille, ElBiliff Print Vender ❑Software Partner Bill Print Vendor Contact Phone HARDWARE Card Readers quantity I Provided By loperations Per Unit Price $0.00 Monthly Shipping Total Due $0.00 Monthly Oyelgererntrierttaan taralmn aedress) SERVICE FEES Select(imn the bebw to mefcme 1J the,ervlre fee enll beynid b the Payero,l Wye, w9lab... hke. Paid by Payer Paid by Biller (Non -Submitter) Credit Card % with "$minimum Credit Card I�, 0.2 rlmm.Fee,amnsua,mem,. mtv¢Iume. lem.due asu,smznb. I$ ♦ 50 %BP EFT/ACH ' ❑ $per item EFT/ACH L+'� D.50 IS per Item Flex Pay ACH �$ per item Flex Pay ACH $ per Item UTILITY INVOICE TYPE Paid by Payer Paid by Biller Credit Card % with "$ minimum Credit Card (Without Viso Arreptonce) JmaFee ❑ p<r llerv�Fee.omAfleesfinenh• !meer<Iureq fees, due assessments. $ t = %BP EFT/ACH ❑ IS per item IS per Item UTILITY FLAT RATE Flat date Jar U04ior credd eurds must bepaidbypayer Credit Card EFT/ACH Li Service Fee: ❑ ) Service Fee: $ Max Cap for Credit Cards $ EFT/ACH Paid By _INTERACTIVE VOICE RESPONSE (IVR) Paid by Payer Service Fee: 5 Paid by Biller ❑ Per Item Surcharge $ NOTES/SPECIAL HANDLING No Discover, Visa and MasterCard only. r - u ue.e 25C-93 25C-94