Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
GLOBAL PAYMENTS DIRECT, INC. DBA OPENEDGE/TSYS MERCHANT SOLUTIONS
IN$UR@� €Velope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 WORK MAY P OCEED UNTIL INSURANCE EXPIRES 0Ll-o1.2©23 CLERK OF COUNCIL DATE: A-2022-251 J AN 17 2023 FIRST AMENDMENT TO AGREEMENT TO THE CARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIES CITY OF SANTA ANA THIS FIRST AMENDMENT TO THE CARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIES ("Agreement") is made and entered into on this 20`h day of December 2022, by and between Global Payments Direct, Inc., DBA.OpenEdge, a Georgia corporation ("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 ("City"). RECITALS A. The City and Consultant are party to that certain Card Services Terms & Conditions for Government Entities and the Merchant Application agreed to on December 6, 2022, Agreement A-2022- 233 ("Card Services Agreement"). B. The City desires to retain a consultant having special skill and knowledge in the field of debit and credit card merchant payment processing services, including gateway transaction integration and support services C. Consultant represents that Consultant is able and willing to provide such services to the City. D. 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. 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 during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Card Services Agreement attached hereto as Exhibit A. 2. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Merchant Application. For the full Term of this Agreement as covered under the provisions as set out herein below, funds to be expended shall not exceed a base contracted amount of $1,616,000, together with an annual $5,000 support and maintenance amount and a general annual contingency amount of 15%, for a combined maximum amount of $1,898,400 which sum shall constitute the Maximum Contract Compensation Cap. Page 1 of 11 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 a. The breakdown of these expendable funds by fiscal year shall be asset forth in the Contract Expenditure Table shown below: Contract Expenditure Table Support & Base Maximum Fiscal Year Maintenance Contract Percent At Contingency Expenditure Amount Amount Contingency mounAmount FY 2022-23 $5,000 $195,500 15% $29,325 $229,825 FY 2023-24 $5,000 $195,500 15% $29,325 $229,825 FY 2024-25 $5,000 $200,000 15% $30,000 $235,000 FY 2025-26 $5,000 $2t0,000 15% $31,500 $246,500 FY 2026-27 $5,000 $220,000 15% $33,000 $258,000 FY 2027-23 $5,000 $230,000 15% $34,500 $269,500 FY 2028-29 $5,000 $240,000 15% $36,000 $281,000 FY 2029-30 $5,000 $125,000 15% $18,750 $148,750 $40,000 $1,616,000 $242,400 $1,898,400 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. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Billing or invoice statements shall be presumed to have been received three (3) days after they are mailed or twenty- four (24) hours after being electronically transmitted in accordance with the provisions of Section 13 of this Agreement ("NOTICE"). Change Order Contingency: During the term of this Agreement, City may request optional services of Consultant at mutually agreed upon scope and fees. Change Order 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 change in the scope, fees and/or administration of this Agreement proposed by City. 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 pursuant to a duly executed Change Order or to expend previously appropriated, but unspent contingency funds authorized to be carried forward by the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the parties but exceeding any annual City fiscal year compensation amount cap initially specified under the Compensation provisions Page 2 of 11 DocuSign Envelope ID: 69E4965D-23F3-4407-84A7-E75FDC837DB9 of this Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b) Maximum Contract Compensation Cap Net total compensation to Consultant shall not, as the result of any Change Order, exceed the maximum contract compensation amount set forth under Section 2 ("COMPENSATION"), subsection a. of this Agreement, unless an increase in maximum contract compensation is agreed to by the parties pursuant to a duly executed amendment of this Agreement. d. Coordination of Work or Services Representative of Consultant The following officer of Consultant is hereby designated as being the representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Global Payments Integrated Carl Van Laethem Representative Client Success Advisor/National Accounts It is expressly understood that the experience, knowledge, capability and reputation of the foregoing officer & representative is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing officer & representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Contract Officer The Contract Officer shall be the person designated hereunder by City. 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 enter into Change Orders with Consultant pursuant to this Agreement. 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. City of Santa Ana Kristine Ridge, City Manager Contract Officer or designee 3. TERM Page 3 of 11 DocuSign Envelope ID: 69E49550-23F3-4407-84A7-E75FDC837DB9 The base tern of this Agreement shall commence on the date first written above and shall expire on December 31, 2025, with provision for two extension options of three years, and one year; respectively, ending December 31, 2029, unless terminated earlier in accordance with Section 9, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the 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. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall produce and maintain for the duration of the Agreement claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant and shall require its subcontractors, agents, representatives, or employees, if any, to obtain and maintain insurance as described below. Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, invasion of privacy and breach of data. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence, $4,000,000 aggregate. Limits can be obtained with a combination of primary and excesshimbrella coverages. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $2,000,000 per accident for bodily injury and property damage. Limits can be obtained with a combination of primary and excess/umbrella coverages. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall Page 4 of 11 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 5. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. i. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the Agency may be endorsed onto the Consultant's Cyber Liability Policy, 6. Crime liability insurance with a limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: 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 the City upon execution of this Agreement and shall be approved by the City. iii. City of Santa Ana, its officers, employees, agents and representatives shall be Additional Insureds with respect to General Liability Insurance and Auto Liability Insurance is Primary and Non -Contributory. iv. Certificates and policies shall state that the policies shall not be canceled without thirty (30) days prior written notice to the City of cancellation with ten (10) days prior notice for non-payment of premium in accordance with policy provisions. Similar notice of reduction or material change shall be given if coverage falls below or is not in compliance with the contract requirements. Consultant shall supply City with a fully executed additional insured endorsement. Page 5 of 11 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 vi. Certificates of insurance endorsements shall show the City as a certificate holder as follows: City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana, CA 92701 vii. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. 7. Broader Coverage: If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. 8. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the 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 the City for any work performed prior to approval of insurance by the City. b. Other Insurance Provisions 1. Additional Insured Status: The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Please note, if there is an insured vs. insured exclusion on the Consultant's policy, carefully review with the Consultant and their insurance carrier on whether being added as an additional insured onto the Consultant's policy removes your organization's ability to file suit against the Consultant and draw upon the policy should final adjudication in a lawsuit state that the Consultant shall pay damages to your organization. 2. Primary Coverage: For any claims related to this contract, the Consultant's insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as [SO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Page 6 of 11 DocuSign Envelope ID: 69E4955D-23F3.4407.64A7-E75FDC637DB9 Consultant's insurance and shall not contribute with it. Notice of Cancellation: Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity. Waiver of Subrogation: Consultant hereby grants to Entity a waiver of any right to subrogation which any insurer of said Consultant may acquire against the Entity by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to the Entity. The Entity may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A- :VII, unless otherwise acceptable to the Entity. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. iii. if coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work. 8. Verification of Coverage: Consultant shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subcontractors: Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from subcontractors. Page 7 of 11 DocuSign Envelope ID: 69E4955D.23F3.4497-84A7-E75FDC837DB9 10. Special Risks or Circumstances: Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer; coverage, or other special circumstances. 6. NON-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. 7. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the 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 the 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 is not embodied herein. 8. 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 the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the 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. 9. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: 1. As a condition of such payment, the Executive Director of Finance and Management Services may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 2. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. Page 8 of 11 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 10. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 11. JURISDICTION - VENUE 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 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. 12. 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 the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication required or made 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 by express mail courier (i.e. FedEx, UPS, etc.), or sent by fax or email communication in the manner provided in this section. Any such notice shall be addressed to the other party at the address set forth below. Consultant invoice/billing statement notices to City shall be sent to City's Primary Representative/Project Manager or designees. All notices, including invoice/billing statement notices and notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent by overnight delivery. if sent by fax, 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. If sent by email, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the delivery time stamp notated by the internet service provider, addressed as set forth above. For purposes of calculating these time frames, weekends, City Hall closure dates, federal, state, County or City holidays shall be excluded. If to City: Clerk of the City Council Page 9 of 11 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M- 17) Santa Ana, CA 92702 Phone: (714) 647-6960 Fax:(714) 647-5414 If to Consultant: Global Payments Direct, Inc. Attn: David Green Corporate Secretary 3550 Lenox Road NE, Suite 3000 Atlanta GA 30326 Representative or designees Consultant Primary Representative/Project Manager shall be: Carl Van Laethem Client Success Advisor/National Accounts Global Payments Integrated Phone: (801) 772-1671 Email: carl.vanlaethemgglobalpl City Primary Representative/Project Manager shall be: Willard Holt, Treasury and Customer Services Manager 20 Civic Center Plaza (M-15), Room It 05 Santa Ana, CA 92701 Phone: (714) 647-5456 Fax:714-647-5304 Email: wholtgsanta-ana.org City Alternate Representative/Project Manager shall be: Alex Gutierrez, Senior Analyst Treasury and Customer Service Division 20 Civic Center Plaza (M-15), Room 1103 Page 10 of 11 DocuSign Envelope ID: 69E4955D.23F3.4407-84A7-E75FDC837DB9 Santa Ana, CA 92701 Phone: (714) 647-5497 Fax:714-647-5304 Email: agutierrez na santa-ana.org A party may change its address or representative or designees by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address and/or new representative or designees. 14. COUNTERPART SIGNATURE AND DELIVERY This Agreement must be signed below and may be signed in separate counterparts including facsimile copies 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. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. Any subsequent amendments to this Agreement may be signed and delivered in the same manner. 15. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this 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. 2. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Provided however, that in the event that any provision of any exhibit is in direct conflict with the provisions of this Agreement then the terms of this Agreement will prevail solely with respect to any such directly conflicting provisions, or portions thereof. (Signatures on following page) Page 11 of 11 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 IN WITNESS WHEREOF, the patties hereto have executed this Agreement the date and year first above written. ATTEST: AA CITY OF SANTAANA Clerk of the Coufi& '°' Krl`s ne Ridge City Manager APPROVED AS TO FORM: Sonia R. alho City A of , ( 0 CONSULTANT: / eocuSigned W. l �1+WiIi �. rj�KN+ By: Ryanlft'od 5658 29M65E4U.- 59 Assistant i Att ney David Green Corporate Secretary RECOMMENDED FOR APPROVAL: DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 • iC11w... Kathryn Downs E%eCUtive Director Finance and Management Services Agency DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 CARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIES globalpayments Integrated CARD SERVICES TERMS & CONDITIONS FOR GOVERNMENT ENTITIES PLEASE READ SECTION 17 ("DISPUTE RESOLUTION") CAREFULLY AS IT RELATES TO ARBITRATION AND CLASS ACTIONS GENERAL. 1.1. The "Card Services Agreement' consists of these Card Services Terms & Conditions and the Merchant Application and is made by and among Merchant (or "you"). Global Payments Direct, Inc. ("Global Direct'), and Member (as defined below). The provisions in the Card Services Agreement are applicable to Merchant and, by submitting Transactions hereunder, Merchant agrees to be subject to the same. The member bank identified in the Merchant Application ("Member") is a member of Visa USA, Inc. ("Visa") and Mastercard International, Inc. ("Mastercard"). Global Direct is a registered independent sales organization of Visa, a member service provider of Mastercard, a registered Program Participant of American Express Travel Related Services Company, Inc. ("American Express"). and a registered acquirer for Discover Financial Services LLC ('Discover"). Any references to the Debit Sponsor shall refer to the debit sponsor identified below. 1.2. Merchant and Global Direct agree that the rights and obligations contained in these Card Services Terms and Conditions do not apply to the Member with respect to American Express, Discover and PayPal transactions and Switched Transactions (as defined below). To the extent Merchant accepts Discover cards, the provisions in this Agreement with respect to Discover apply if Merchant does not have a separate agreement with Discover. In such case, Merchant will also be enabled to accept JCB, China UnionPay, Diner's Club and, for card present transactions, PayPal cards under the Discover network and such transactions will be processed at the same fee rate as Merchants Discover transactions are processed. To the extent Merchant accepts Discover cards and has a separate agreement with Discover, Discover and PayPal card transactions shall be processed as Switched Transactions (as defined below). To the extent Merchant accepts American Express cards, the provisions in this Agreement with respect to American Express apply if Merchant does not have a separate agreement with American Express. 1.3. Under the terms of the Card Services Agreement, Merchant will be furnished with the services and products, including any software, described herein and in the Merchant Application and selected by Merchant therein (collectively and individually, as applicable, the "Services"). Merchant agrees to be bound by the Card Services Agreement, including the terms of the Merchant Application and these Card Services Terms & Conditions as may be modified or amended in the future pursuant to its and/or their terms. Upon the earlier of a Merchant's submission of a transaction to Global Direct or signing the Merchant Application, Merchant shall be deemed to have accepted the Card Services Agreement, including the Terms and Conditions herein. DocuSign Envelope 10: 69E4955D-23F3-4407-84A7-E75FDC837DB9 1.4. Except as expressly stated in the first three paragraphs of section 13, all terms and conditions of this Card Services Agreement shall survive termination to the extent necessary to protect Global Direct and Member's rights herein. 2. SERVICE DESCRIPTIONS. 2.1. Credit Card Processing Services: Global Directs credit card processing services consist of authorization and electronic draft capture of credit card transactions; outclearing of such transactions to the appropriate card associations and/or issuers (e.g., Visa, Mastercard, American Express, Diners, Discover); settlement; certain dispute resolution with cardholders' banks; and transaction -related reporting, statements and products. From time to time under this Card Services Agreement, upon Merchant's request, Global Direct may facilitate the transmission of certain payment card transactions ("Switched Transactions") to the respective card issuers, including but not limited to American Express®, Diners Club@ and various fleet, private label and commercial cards. Switched Transactions require Global Direct's prior written approval and are subject to applicable pricing; Global Direct does not purchase the indebtedness associated with Switched Transactions. 2.2. EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer ("EBT") networks for the processing of cash payments or credits to or for the benefit of benefit recipients ("Recipients"). Global Direct will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services ("FNS") food stamp benefits ("FS Benefits") and/or government delivered cash assistance benefits ("Cash Benefits," with FS Benefits, "Benefits") to Recipients through the use of a state -issued card ("EBT Card"). 2.3. Provisions regarding debit card services are set forth in section 31 below. 2.4. Provisions regarding Decline Minimizer Services are set forth in section 33 below. 2.5. Provisions regarding CallPop OpenEdge Services are set forth in section 34 below. 2.6. With respect to Visa and Mastercard products, Merchant may elect to accept credit cards or debit/prepaid cards or both. Merchant shall so elect on the Merchant Application being completed contemporaneously herewith. Merchant agrees to pay and Merchant's account(s) will be charged pursuant to section 5 of this Card Services Agreement for any additional fees incurred as a result of Merchant's subsequent acceptance of transactions with any Visa or Mastercard product that it has elected not to accept. 3. PROCEDURES. 3.1. Merchant will permit holders of valid cards bearing the symbols of the cards authorized to be accepted by Merchant hereunder to charge purchases or leases of goods and services and the debt resulting therefrom shall be purchased hereunder, provided that the transaction complies with the terms of this Card Services Agreement. All indebtedness submitted by Merchant for purchase will be evidenced by an approved sales slip. Merchant will not present for purchase any indebtedness that does not arise out of a transaction between a cardholder and Merchant. Merchant agrees to follow the Card Acceptance Guide which is incorporated into and made part of this Card Services Agreement, httos://www,globalpaymentsinc.com/en- us/cardacceotanceguide and to be bound by the operating regulations, requirements, and rules of Visa, Mastercard, American Express, Discover, PayPal and any other card association or network organization covered by this Card Services Agreement, as any of the DocuSign Envelope ID: 69E4955D-23F3.4407-84A7-E75FDC837DB9 above referenced documents may be modified and amended from time to time (collectively, the "Card Association Rules"). Without limiting the generality of the foregoing, Merchant agrees to comply with and be bound by, and to cause any third party who provides Merchant with services related to payment processing or facilitates Merchant's ability to accept credit and debit cards and who is not a party to this Card Services Agreement to comply with and be bound by, the rules and regulations of Visa, Mastercard, American Express, Discover, PayPal and any other card association or network organization related to cardholder and transaction information security, including without limitation, all rules and regulations imposed by the Payment Card Industry (PCI) Security Standards Council (including without limitation the PCI Data Security Standard), Visa's Cardholder Information Security Program, Mastercard's Site Data Protection Program, and Payment Application Best Practices, which, as may be modified and amended from time to time, will constitute Card Association Rules as used herein. Merchant also agrees to cooperate at its sole expense with any request for an audit or investigation by Global Direct, Member, a card association or network organization in connection with cardholder and transaction information security. 3.2. Without limiting the generality of the foregoing, Merchant agrees that it will use information obtained from a cardholder in connection with a card transaction solely for the purpose of processing a transaction with that cardholder or attempting to re -present a chargeback with respect to such transaction consistent with the Card Association Rules. Merchant will indemnify and hold Global Direct and Member harmless from any liability assessments (sometimes referred to as "fines" and "penalties") issued by Visa, Mastercard, American Express, Discover, PayPal or any card association or network organization and any other fees and costs arising out of or relating to the processing of transactions by Global Direct and Member at Merchant's location(s) and will reimburse Global Direct for any losses incurred by Global Direct with respect to any such liability assessments, fees and costs. 3.3. Without limiting the generality of any other provision of this Card Services Agreement, Merchant also agrees that it will comply with all applicable federal, state, and local laws, rules, ordinances, and regulations (collectively, "Applicable Laws"), including those related to both (a) the truncation or masking of cardholder numbers and expiration dates on transaction receipts from transactions processed at Merchant's location(s), including without limitation the Fair and Accurate Credit Transactions Act and applicable state laws ("Truncation Laws") and (b) the collection of personal information from a cardholder in connection with a card transaction, including all applicable state laws ("Laws on Collection of Personal Information"). As between Merchant, on the one hand, and Global Direct and Member, on the other hand, Merchant shall be solely responsible for complying with all such laws, rules, ordinances, and regulations, including the Truncation Laws and Laws on Collection of Personal Information and will, to the maximum extent not prohibited under applicable law, indemnify and hold Global Direct and Member harmless from any claim, loss or damage resulting from a violation of the same as a result of transactions processed at Merchant's location(s). 3.4. Global Direct may, from time to time, issue written directions (via mail or Internet) regarding procedures to follow and forms to use to carry out this Card Services Agreement. These directions and the terms of the forms are binding as soon as they are issued and shall form part of these Card Services Terms & Conditions. Such operating regulations and rules may be reviewed upon appointment at Global Direct's designated premises and Merchant acknowledges that it has had the opportunity to request a review and/or review such operating regulations and rules in connection with its execution of this Card Services Agreement. 4. MARKETING. Merchant shall adequately display the card issuer service marks and promotional materials supplied by Global Direct. Merchant shall cease to use or display such service marks DocuSign Envelope ID: 69E.4955D-23F3-4407.84A7-E75FDC837DB9 immediately upon notice from Global Direct or upon termination of this Card Services Agreement. Merchant agrees that all such displays and cessation of such displays shall be in accordance with the Card Association Rules. 5. PAYMENT, CHARGES AND FEES. Fees and charges payable by Merchant for all products, services and applications, whether provided by Global Direct, a third party through Global Direct, or directly by a third party with Global Direct collecting monies with respect thereto (e.g., a POS Vendor Fee), shall be as set forth in the Merchant Application (exclusive of taxes, duties and shipping and handling charges) and in Section 39 of these Card Services Terms & Conditions. With respect to POS Vendor Fees, Global Direct does not control and is not responsible for the POS Vendor Fees charged to Merchant, and the pricing for any such fees depends on Merchant's agreement with such third party. Merchant shall at all times maintain one or more commercial checking accounts (the "Accounts") with Member or with another financial institution of Merchant's choice acceptable to Member and Global Direct that belongs to the Automated Clearing House ("ACH") network and which can accept ACH transactions. Merchant will be provisionally credited for indebtedness purchased under this Card Services Agreement by credit to Merchant's Account(s), Merchant's Account(s) will be provisionally credited for the gross amount of the indebtedness deposited less the amount of any credit vouchers deposited, minus any applicable discount, fees, product service costs, chargebacks, and other fees and charges. Merchant shall not be entitled to credit for any indebtedness that arises out of a transaction not processed in accordance with the terms of this Card Services Agreement or the Card Association Rules. Availability of any such funds shall be subject to the procedures of the applicable financial institution. Chargebacks and adjustments will be charged to Merchant's Account(s) on a daily basis. Merchant agrees to pay and Merchant's Account(s) will be charged for the discount, fees, product service costs, chargebacks, and other fees and charges described in this Card Services Agreement. Merchant also agrees to pay and Merchant's Account(s) will be debited for all fees, arbitration fees, liability assessments, or any other amounts charged or assessed by third parties, the card associations or network organizations on account of or related to Merchant's processing hereunder, including without limitation with regards to any third party who provides Merchant with services related to payment processing or facilitates Merchant's ability to accept credit and debit cards and who is not a party to this Card Services Agreement, If any type of overpayment to Merchant or other error occurs, Merchant's Account(s) may be debited or credited, without notice, and if Merchant's Account(s) do not contain sufficient funds, Merchant agrees to remit the amount owed directly to Global Direct. Merchant agrees not to, directly or indirectly, prevent, block or otherwise preclude any debit by Global Direct or Member to Merchant's Account which is permitted hereunder. Merchant represents and warrants that no one other than Merchant has any claim against such indebtedness except as authorized in writing by Member and Global Direct. Merchant hereby assigns to Member and Global Direct all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that Member and Global Direct have the sole right to receive payment on any indebtedness purchased hereunder, and further agrees that Merchant shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account (as defined below). 6. EQUIPMENT AND SUPPLIESITHIRD PARTY SERVICES. 6.1. Merchant agrees that it will not acquire any title, copyrights, or any other proprietary right to any advertising material; leased equipment including imprinlers, authorization terminals, card reader hardware or printers; software; credit card authenticators; unused forms (online or paper); all hardware and software related to the CaIIPop OpenEdge Services (as defined below); and Merchant deposit plastic cards provided by Global Direct in connection with this Card Services Agreement. Merchant will protect all such items from loss, theft, damage or any legal encumbrance and will allow Global Direct and its designated representatives reasonable access to Merchant's premises for their repair, removal, modification, installation and relocation. Merchant acknowledges that any equipment or software provided under this Card Services Agreement is embedded with proprietary technology ("Software"). Merchant DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 shall not obtain title, copyrights or any other proprietary right to any Software. At all time, Global Direct or its suppliers retain all rights to such Software, including but not limited to updates, enhancements and additions. Merchant shall not disclose such Software to any party, convey, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with, or create any derivative work based on such Software, or transmit any data that contains software viruses, time bombs, worms, Trojan horses, spyware, disabling devices, or any other malicious or unauthorized code. Merchant's use of such Software shall be limited to that expressly authorized by Global Direct. Global Direct's suppliers are intended third party beneficiaries of this Card Services Agreement to the extent of any terms herein pertaining to such suppliers' ownership rights; such suppliers have the right to rely on and directly enforce such terms against Merchant. 6.2. The operating instructions or user guides will instruct Merchant in the proper use of the terminals, other hardware or payment application(s), and Merchant shall use and operate the terminals, other hardware or payment application(s) only in such manner. If Merchant has purchased the relevant maintenance/help desk service hereunder, Merchant will promptly notify Global Direct of any equipment malfunction, failure or other incident resulting in the loss of use of the equipment or software or need for repair or maintenance, whereupon Global Direct will make the necessary arrangements to obtain required maintenance or replacement software or hardware. Merchant is responsible for shipping costs. Merchant shall cooperate with Global Direct in its attempt to diagnose any problem with the terminal, other hardware or payment application(s). In the event the Merchant's terminal requires additional Software. Merchant is obligated to cooperate and participate in a dial in down line load procedure. With respect to any item of equipment leased to Merchant by Global Direct, Merchant will not be liablefor normal wear and tear, provided, however, that Merchant will be liable to Global Direct in the event that any leased item of equipment is lost, destroyed, stolen or rendered inoperative. To the extent not prohibited under applicable law. Merchant will indemnify Global Direct against any loss arising out of damage to or destruction of any item of equipment or software provided hereunder for any cause whatsoever. Merchant also agrees, to the extent not prohibited under applicable law, to hold harmless and indemnify Global Direct for any costs, expenses, and judgments Global Direct may suffer, including reasonable attorney's fees, as a result of Merchant's use of the equipment or software provided hereunder. Any unused equipment in its original packaging purchased from Global Direct hereunder may be returned to Global Direct at Merchant's expense within 60 days of receipt. Merchant shall receive a refund of any money paid in connection therewith subject to a re -stocking fee of an amount equal to 20 percent of the total purchase price for the returned equipment. No refunds shall be issued for any equipment returned after 60 days. 6.3. Merchant acknowledges that some of the services and applications to be provided by Global Direct and Member hereunder may be provided by third parties. Merchant agrees that except for its right to utilize such services in connection with this Card Services Agreement, it acquires no right, title or interest in any such services. Merchant further agrees that it has no contractual relationship with any third party providing services under this Card Services Agreement and that Merchant is not a third party beneficiary of any agreement between Global Direct or Member, as applicable, and such third party. Merchant may not resell the services of anythird party providing services underthis Card Services Agreement to any other party. 6.4. Merchant acknowledges that it may directly obtain software platform services from a third party thatfacilitate or integrate Global Direct's Services as setforth in section 2. Global Direct does not control and is not responsible for such software platform services or any fees (and their occurrence) charged by such third party to Merchant related to such software platform services. The pricing for Merchant's use of any third -party platform services and any DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 associated fees depends on Merchant's agreement with such third party. Merchant authorizes Global Direct to collect all monies related to Merchant's use of such third -party software (i.e., the POS Vendor Fee) on behalf of such third party as set forth in the Merchant Application and Merchant's agreement with such -third party. Global Direct is not responsible for the acts or omissions of any third party and shall have no responsibility for or liability in connection. with any software platform services Merchant receives from a third party, even if Global Direct collects monies with respect to such software or services. Global Direct makes no representation or warranty with respect to such third party's software platform services or such third party's access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability mayterminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. FINANCIAL INFORMATION. Merchant agrees to furnish Global Direct and Member such financial statements and information concerning Merchant as Global Direct or Member may from time to time request. Global Direct and Member, or their duly authorized representatives, may examine the books and records of Merchant, including records of all indebtedness previously purchased or presented for purchase. Merchant agrees to retain copies of all paper and electronic sales slips and credit slips submitted to Global Direct for a period of two years from submission, or such longer period of time as may be required by the Card Association Rules, by law, or by Global Direct as specifically requested in writing in individual cases. 8. CHANGE IN BUSINESS. Merchant agrees to provide Global Direct and Member 60 days prior written notice of its (a) transfer or sale of any substantial part (ten percent or more) of its total stock, assets and/or to liquidate; or (b) change to the basic nature of its business, or (c) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, conversion of all or part of the business to mail order sales, telephone order sales, Internet -based sales or to other sales where the card is not present and swiped through Merchant's terminal or other card reader. Upon the occurrence of any such event, the terms of this Card Services Agreement may be modified by Member and/or Global Direct to address issues arising therefrom, including but not limited to requirements of applicable Card Association Rules and/or the fees associated with such transactions. 9. TRANSFERABILITY. This Card Services Agreement is not transferable by Merchant without the written consent of Global Direct and Member. Any attempt by Merchant to assign its rights or to delegate its obligations in violation of this paragraph shall be void. Merchant agrees that the rights and obligations of Global Direct hereunder may be transferred by Global Direct without notice to Merchant. Merchant agrees that the rights and obligations of Member hereunder may be transferred to any other member without notice to Merchant. Merchant acknowledges that the transferable rights of Global Direct and Member hereunder shall include, but shall not be limited to, the authority and right to debit the Merchant's Account(s) as described herein. 10. WARRANTIES AND REPRESENTATIONS. 10.1. Merchant warrants and represents to Global Direct and Member, both at the time of execution and the presentation of any transaction hereunder: (a) that each sales transaction delivered hereunder will represent a bona fide sale. to a cardholder by Merchant for the amount shown on the sales slip as the total sale and constitutes the binding obligation of the cardholder, free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and services which have been sold and delivered to the cardholder or in accordance with the cardholder's instructions; (c) that Merchant will comply fully with all Applicable Laws, including those applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) Docu&gn Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that Merchant has taken all reasonable steps to verify the identity of the cardholder and the genuineness of the card and the transaction; (g) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Association Rules; (h) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail; or Internet, or where the card is not physically present at the Merchant's location and swiped through Merchant's terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (1) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (j) that sales transactions submitted hereunder for purchase representing sales to any principal, partner, affiliate, or proprietor of Merchant shall not constitute an unreasonable portion of Merchant's transactions relative to the Merchant's legitimate business requirements, (k) that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the Card Association Rules, and that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant's goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents an unreasonable sales transaction to any principal, partner, or proprietor, of Merchant, such sales transaction may be refused or charged back. 10.2. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third -party provider, If Merchant elects to use a third -party terminal provider, that provider becomes Merchant's agent for the delivery of card transactions to Global Direct via the applicable card -processing network. Global Direct and Member shall have no responsibility for or liability in connection with any hardware, software or services Merchant receives from a third party agent, even if Global Direct collects monies with respect to such hardware, software or services. Neither Global Direct nor Member makes any representation or warranty with respect to such agent's access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the Card Association Rules, including without limitation any violation, which results in a chargeback to the Merchant. Global Direct and Member have no responsibility for any card transactions until it receives data for the card transaction in the format required by Global Direct. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card -processing network from the agent. 10.3. Neither Member, nor Global Direct, nor any Supplier makes any representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose with respect to any terminal, any equipment, software or services leased, sold, or otherwise furnished hereunder. DocuSign Envelope ID: 69E4965D-23F3-4407-84A7-E75FDC837DB9 11. INDEMNITY. Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale, regardless of whether such claim or complaint is brought by the cardholder, Global Direct, or another party. To the extent not prohibited under applicable law, Merchant agrees to indemnify defend and hold Global Direct, Member and their respective parent companies, subsidiaries and affiliates (including, without limitation, the respective officers, directors, employees, attorneys, shareholders, representatives and agents of all of the foregoing) harmless from and against any and all liabilities, judgments, arbitration awards, settlements, actions, suits, claims, demands, losses, damages, costs (including, but not limited to, court costs and out of pocket costs and expenses), expenses of any and every type, litigation expenses, and attorneys' fees, including, but not limited to, attorneys' fees incurred in any and every type of suit, proceeding, or action, including but not limited to, bankruptcy proceedings, in connection with, by virtue of, or arising from, either directly or indirectly: (a) any card transaction that does not conform to the requirements of this Card Services Agreement, the Card Association Rules or Applicable Laws; (b) any card transaction or any act or omission of Merchant; (c) Merchant's breach or default or an alleged breach or default of or under any term, covenant, condition, representation, warranty, obligation, undertaking, promise or agreement contained in this Card Services Agreement or in any agreement (whether oral or written) with any cardholder, any agreement with any card association, or in any other agreement with Memberor Global Direct, any breach or threatened breach by Merchant of the Card Association Rules or any violation by Merchant of Applicable Laws ; (d) the rescission, cancellation or avoidance of any card transaction, by operation of law, adjudication or otherwise; (e) any claim, counterclaim, complaint, dispute or defense, including, without limitation claims brought by Merchant with respect to this Card Services Agreement or a card transaction on which Merchant is not the prevailing party; (f) damages, including, without limitation, those for death or injury caused by the good or service purchased with the card; (g) for all web based, Internet or electronic commerce transactions including Merchant's insecure transmission of card transaction data and/or storage of cardholder information or (h) any compromise of card information or cardholder information resulting from, or for which any network organization or card association determines resulted from, Merchant's failure to abide by applicable security standards, including those found in the Card Association Rules. For purposes of this Agreement, including the foregoing Indemnities to the extent not prohibited under applicable law, Merchant is responsible and liable for the acts and omissions of its employees, agents and representatives (whether or not acting within the scope of their duties). 12. LIMITATION OF LIABILITY. 12.1. Neither Member nor Global Direct nor any independent sales organization referring or providing services to Merchant ("ISO") shall be liable forfeiture to provide the Services or delay in providing the Services including processing delays or other non- performance if such failure is due to any cause or condition beyond such Party's reasonable control. Such causes or conditions shall include, but shall not be limited to, acts of God or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, riots, war, shortages of labor or materials, freight embargoes, unusually severe weather, breakdowns, operational failures, electrical power failures, telecommunications failures, equipment failures, unavoidable delays, the errors or failures of third party systems, non-performance of vendors, suppliers, processors or transmitters of information, or other similar causes beyond such party's control. 12.2. To the maximum extent not prohibited by law, the liability of Global Direct, ISO, and Member for any loss arising out of or relating in any way to this Card Services Agreement, including but not limited to damages arising out of any malfunction of the equipment or the failure of the equipment to operate, the unavailability or malfunction of the equipment or the failure of the equipment to operate, the unavailability or DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 malfunction of the Services, personal injury or property damage, shall, in the aggregate, be limited to actual, direct, and general money damages in an amount not to exceed the lesser of (a) three months' average charge paid by Merchant hereunder (exclusive of interchange fees, assessments, and any other fees. or costs that are imposed by a third party in connection with Merchant's payment processing) for the Services during the previous 12 months orsuch lesser number of months as shall have elapsed subsequent to the Effective Date of this Card Services Agreement, and (b) $50,000. This shall be the extent of Global Direct's,1SO's, and Member's liability arising out of or relating in any way to this Card Services Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or equitable action may be brought against Global Direct, ISO, or Member, whether contract; tort, or otherwise, and the foregoing shall constitute Merchant's exclusive remedy. 12.3. Under no circumstances shall Global Direct, ISO, or Member by liable for special, consequential, punitive or exemplary damages, including lost profits, revenues and business opportunities, arising out of or relating in any way to this Card Services Agreement, even if Global Direct ISO, or Member has been advised of the possibility of such damages. Underno circumstances shall Global Direct, ISO, orMemberbe liable for any settlement amounts pertaining to Switched Transactions; Merchant's recourse therefore shall be to the applicable card issuer. Member shall not be responsible or liable to Merchant for any action taken by Member (or the results thereof) that is authorized by this Agreement. 12.4. It is agreed that in no event will Global Direct, ISO, or Member be liable for any claim, loss, billing 'error, imposition of any allegedly improper fee(s), damage or expense arising out of or relating in any way to this Card Services Agreement which is not reported in writing to Global Direct by Merchant within 60 days of such failure to perform, or, in the event of a billing error or the imposition of any allegedly improper feels), within 90 days of the date of the invoice or applicable statement. Merchant expressly waives any such claim that is not brought within the time periods stated herein. 12.5. Global Direct agrees to maintain commercially reasonable levels of insurance coverage during the term of the Card Services Agreement consistent with the scope and nature of its business and applicable industry best practices. Upon reasonable request, Global Direct shall deliver a certificate of insurance reflecting its then -current policy coverage and carriers. 13. TERM AND TERMINATION. 13.1. This Card Services Agreement shall remain in full force and effect for an Initial term of one year from the Effective Date (the "Initial Term"); provided, however, that if Merchant is receiving these Terms and Conditions as an amendment to an existing Card Services Agreement, the amendment shall not affect the then -existing term. The Card Services Agreement will automatically renew for additional one-year periods ("Renewal Term" or "Renewal Terms", and together with the Initial Term, the "Term") unless Merchant gives 30 days' advance written notice of termination prior to the end of the then -current term. This Card Services Agreement is expressly made subject to the limitations of the Merchant's state constitution. Nothing herein shall constitute, nor be deemed to constitute, the creation of a debt or multiyear fiscal obligation or an obligation of future appropriations by Merchant, contrary to the any constitutional, statutory or charter debt limitation, Notwithstanding any other provision of this Card Services Agreement, with respect to any financial obligation of Merchant which may arise under this Card Services Agreement in any fiscal year, if the budget DocuSign Envelope ID: 69E4965D-23F3-4407-84A7-E75FDC837DB9 or other means of appropriations for any such year fails to provide funds insufficient amounts to discharge such obligation, such failure shall not constitute a default or breach of this Card Services Agreement, including any sub -agreement, attachment, schedule, or exhibit thereto, by the Merchant, 13.2. Notwithstanding the foregoing, Global Direct or Member may terminate or suspend performance of this Card Services Agreement or any portion thereof upon written notice to Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default in performing under any provision of this Card Services Agreement; upon an unauthorized conversion of all or any part of Merchant's activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and swiped through the Merchant's terminal or other card reader; upon any failure to follow the Card Acceptance Guide or any Card Association Rules, upon any misrepresentation by Merchant; upon commencement of bankruptcy or insolvency proceedings by or against the Merchant; upon a material change in the Merchant's average ticket or volume as stated in the Merchant Application; where the rules or regulations of any card association require that Member and/or Global Direct terminate and/or suspend this Card Services Agreement; or in the event Global Direct or Member reasonably deems itself . insecure (including, without limitation, credit, operational, reputational, financial, technological, security and/or fraud risk or exposure) in continuing this Card Services Agreement. 13.3. In addition, a termination by Global Direct shall serve as a termination of the entire Card Services Agreement, including with regard to any ACH Transaction Services provided hereunder. In the event that Global Direct and Member breach the terms and conditions hereof, the Merchant may, at its option, give written notice to Global Direct and Member of its intention to terminate this Card Services Agreement unless such breach is remedied within 30 days of such notice. Failure to remedy such a breach shall make this Card Services Agreement terminable, at the option of the Merchant, at the end of such 30-day period unless notification is withdrawn. 13.4. Any Merchant deposit of sales or credit slips that is accepted by Global Direct and Member or by a designated depository after the effective date of termination will be returned to Merchant and will not be credited (or debited) to Merchant's Account(s). If the deposit has already been posted to Merchant's Account(s), said posting will be reversed and the deposit returned to Merchant. Termination of this Card Services Agreement shall not affect Merchant's obligations which have accrued prior to termination or which relate to any indebtedness purchased hereunder prior to termination, including but not limited to chargebacks or liability assessments imposed, received, or processed after termination. In the event of termination, all equipment leased from, and software provided by, Global Direct including but not limited to imprinters, terminals, and printers; all supplies; Card Acceptance Guides; and operating instructions must be returned immediately to Global Direct at Merchant's expense. 14. RETURNED ITEMSICHARGEBACKS. If a cardholder disputes any transaction, if a transaction is charged back for any reason by a cardholder or the card issuing institution, or if Global Direct or Member has any reason to believe an indebtedness previously purchased is questionable, not genuine, or is otherwise unacceptable, the amount of such indebtedness may be charged back and deducted from any payment due to Merchant or may be charged against any of Merchant's Accounts or the Reserve Account (as defined below). Merchant acknowledges and agrees that it is bound by the Docu&gn Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 Card Association Rules with respect to any chargeback. Merchant further acknowledges that it is solely responsible for providing Global Direct and Member with any available information to re -present a chargeback and that, regardless of any information it provides or does not provide Global Direct and Member in connection with a chargeback, or any other reason, Merchant shall be solely responsible forthe liability related to such chargeback. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Merchant's accounts or the Reserve Account, Merchant shall, upon demand by Global Direct, pay Global Direct the full amount of the chargeback. Merchant understands that obtaining an authorization for any sale shall not constitute a guarantee of payment, and such sales slips can be returned or charged back to Merchant like any other item hereunder. 15. RESERVE ACCOUNT; HOLDBACK RIGHTS. 15.1. At any time, Global Direct and Member may, at their option, establish a reserve account to secure the performance of Merchant's obligations under this Card Services Agreement to such party ("Reserve Account"). The Reserve Account may be funded, at Global Direct's sole discretion, through any or all of the following: (a) direct payment by Merchant —at the request of Global Direct or Member, Merchant will deposit funds in the Reserve Account; or (b) the proceeds of indebtedness presented for purchase. Merchant hereby grants Member a security interest in all accounts referenced in section 5 or any other accounts, including certificates of deposits, maintained by Merchant with any designated depository or other financial institution and authorizes Global Direct (to the extent authorized by Member) or Member to make such withdrawals at such times and in such amounts as it may deem necessary hereunder. Merchant hereby instruct said financial institutions to honor any requests made by Global Direct and Member under the terms of this provision, To the extent not prohibited under applicable law, Merchant will hold harmless the financial institutions and indemnify them for any claims or losses they may suffer as a result of honoring withdrawal requests from Global Direct and Member. 15.2. Merchant hereby agrees that Global Direct and Member may deduct from this Reserve Account any amount owed to such party in accordance with this Card Services Agreement. Any funds in the Reserve Account may be held until the later of (a) the expiration of any potentially applicable chargeback rights in respect of purchased indebtedness under the Card Association Rules or (b) the period necessary to secure the performance of Merchant's obligations under this Card Services Agreement, which holding period may extend beyond termination of this Card Services Agreement. Merchant shall have no ownership interest or property rights in the Reserve Account or the funds therein, will not receive any interest on funds being held in a Reserve Account, and has no right to access the funds being held in the Reserve Account or otherwise transfer, pledge or use these funds for its own purposes. Without limiting the generality of the foregoing, upon termination of this Card Services Agreement, Global Direct and Member may maintain the sum of at least five percent of gross sales forthe 90-day period prior to termination to be held in a Reserve Account in accordance with the terms of this Card Services Agreement. Global Direct may, at its discretion upon termination of this Card Services Agreement, require that the Merchant maintain more than five percent of gross sales for the 90-day period prior to termination in a Reserve Account. 15.3. In addition to any of the other rights granted to Global Direct and Member hereunder, in the event that Global Direct and/or Member, at any time during the term of this Card Services Agreement, determine in its or their commercially reasonable discretion that it may be prudent or necessary to do so as a result of any unusual, suspicious, or risk -exposing activity (including, without limitation, money laundering, invalid sales transactions, counterfeit transactions, altered or duplicate transactions, activity related to a suspected data compromise event or other breach of security standards, or excessive chargebacks), then DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 Member or Global Direct on behalf of Member may, without notice, hold funds otherwise payable to Merchant for such period as Global Direct and/or Member, in its or their commercially reasonable discretion, deem necessary, to provide security against liability for such activity, plus other costs or liabilities reasonably anticipated to be due to Global Direct and/or Member related to the same. To the extent (i) the investigation conducted by Global Direct and/or Member with respect to the unusual, suspicious, or risk -exposing activity determines that such activity is reasonably likely to result in amounts being due from you to Global Direct and/or Member, and (ii) Global Direct and/or Member require the establishment, replenishment, or increase of a Reserve Account in connection therewith, then the funds held may be used to fund such Reserve Account, 16, DEFAULTISECURITY INTEREST. 16.1. Upon failure by Merchant to meet any of its obligations under this Card Services Agreement (including funding the Reserve Account), any of the accounts referred to in section 5 may be debited without notice to Merchant, and Merchant (on behalf of itself and its affiliated entities) hereby grants to Member, Global Direct a lien and security interest in all of Merchant's right, title and interest in or to any of the following assets or properties, if any: (a) all of the accounts referenced in the preceding sentence, (b) the Reserve Account (without in any way suggesting that Merchant has ownership interest or property rights in the Reserve Account or the funds therein), (c) any rights to receive credits or payments under this Card Services Agreement and (d) all deposits and other property of Merchant that Member or its affiliates possess or maintain (including all proceeds of the foregoing). Merchant shall execute, acknowledge or deliver any documents or take any actions Member, Global Direct may from time to time request to better assure, preserve, protect, perfect, maintain or enforce this security interest. To the extent not prohibited by law, Merchant irrevocably authorizes Member, Global Direct to file any financing statements (at Merchant's expense) in any relevant jurisdiction or any other documents or instruments related to this security interest. Except as provided in section 15 (relating to the Reserve Account), Merchant represents and warrants that (a) Merchant has good and valid rights and title to the property described herein, (b) Merchant has full power and authority to grant to Member the security interest pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Card Services Agreement, without the consent or approval of any other person or entity, (c) no other person or entity has a security interest or lien in any of the property described herein and (d) this security interest is a first lien security interest and secures Merchant's obligations to Member under this Card Services Agreement. Member shall have all rights of a secured party and Merchant must obtain the prior written consent of Member before granting any subsequent security interest or lien in the property described herein. Merchant agrees that it is Merchant's intent that these accounts and secured property shall to the extent allowed by applicable law not be subject to any preference, claim, or stay by reason of any bankruptcy or insolvency law. Merchant agrees to act consistently with the understanding that said accounts and secured property under this Card Services Agreement are free of all such preferences, claims or stays by reason of and as allowed by any such law, The scope of the security interest, and Merchant's (on behalf of itself and its affiliated entities) instructions to its financial institutions to accept withdrawal requests from Global Direct, Member, and Merchant's agreement to hold such institutions harmless and to indemnify them, to the extent not prohibited under applicable law, are described above in section 15. 16.2. Merchant also agrees that, in the event of a default by Merchant, Member has rights of setoff and recoupment and may apply any of Merchant's balances or any other monies due Merchant from Member towards the payment of amounts due from Merchant under the terms DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 of this Card Services Agreement. The rights stated herein are in addition to any other rights Global Direct or Member may have under applicable law. 17. DISPUTE RESOLUTION AND CLASS ACTION WAIVER 17.1. Any litigated action regarding, relating to or involving the validity, scope and/or enforceability of this Card Services Agreement, shall be brought in either the courts of the state of Georgia sitting in Muscogee County or the United States District Court for the Middle District of Georgia, and Merchant and Global Direct expressly agree to the exclusive jurisdiction of such courts. Merchant and Global Direct hereby agree and consent to the personal jurisdiction and venue of such courts, and expressly waive any objection that Merchant or Global Direct might otherwise have to personal jurisdiction or venue in such courts. 17.2. Class Action Waiver: Merchant acknowledges and agrees that all disputes arising out of or related to this Card Services Agreement shall be resolved on an individual basis without resort to any form of class action and shall not be consolidated with the claims of any other parties. Merchant further agrees to waive, and hereby waives, the right to participate in a class action or to litigate or arbitrate on a class wide basis. 17.3. Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide (the "American Express Guide"), 18. AMENDMENTS. Global Direct shall have the right to modify or amend the terms and conditions of this Card Services Agreement or the Card Acceptance Guide, including, without limitation, the right to modify, amend, or supplement applicable fees, charges, and/or discounts. Modifications and amendments related to changes to the Card Association Rules, changes to the fees charged by the card associations, Member, or other third parties, or in response to changes in applicable laws or regulations (collectively, a "Third Party Change") may be made effective immediately, with or without notice. Modifications or amendments unrelated to a Third Party Change shall be effective upon the date specified in a notice to the Merchant (the "Change Notice"), provided that the date shall not be fewer than five business days after the date of such Change Notice. Following the Effective Date, in the event of any modification or amendment not related to a Third Party Change, Merchant shall have the right to terminate this Card Services Agreement, without liability for premature termination pursuant to section 13, by providing written notice thereof to Global Direct, provided that such notice must be given within five business days following the date of the Change Notice. If Merchant provides written objection to such changes or amendments, Merchant shall have 15 calendar days from receipt of such changes or amendments to provide written notice to Global Direct of its desire to terminate this Card Services Agreement. Following receipt of such written notice, the amendments communicated by Global Direct or Member shall not take effect, and the Card Services Agreement shall continue under the prior terms for a period of up to 30 days. At the end of such 30-day period, this Card Services Agreement shall terminate and Merchant's ability to utilize the Services will cease. Other than the amendments set forth above, this Card Services Agreement may be amended only in writing signed by Global Direct, Member, and Merchant. 19. WAIVER. No provision of this Card Services Agreement shall be deemed waived by any party unless such waiver is in writing and signed by the party against whom enforcement is sought, No failure to exercise, and no delay in exercising on the part of any party hereto, any right, power or privilege under this Card Services Agreement shall operate as a waiverthereof; nor shall any single or partial exercise of any right, power or privilege under this Card Services Agreement preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 20. EXCHANGE OF INFORMATION. Merchant authorizes Global Direct to order a credit report on Merchant. Merchant hereby authorizes Member or any depository institution to release any financial information concerning Merchant or its accounts to Global Direct, Subsequent credit reports may be ordered in connection with updating, renewing or continuing this Card Services Agreement. Upon the written request of any individual who is the subject of a consumer credit report, Global Direct will provide the name and address of the consumer credit reporting agency furnishing such report, if any. Global Direct may exchange information about Merchant with Member, other financial institutions and credit card associations, network organizations and any other party. Merchant hereby authorizes Global Direct to disclose information concerning Merchant's activity to any card association, network organizations, or any of their member financial institutions, or any other party without any liability whatsoever to Merchant, 21, SEVERABILITY; CONSTRUCTION. If any provision of this Card Services Agreement or portion thereof is held to be unenforceable, such a determination will not affect the remainder of this Card Services Agreement. Paragraph headings are included for convenience only and are not to be used in interpreting this Card Services Agreement. 22. NOTICES. All notices from Merchant to Global Direct or Member under this Card Services Agreement shall be in writing and shall be sent by facsimile, by overnight carrier, or by regular or certified mail. All notices sent to Global Direct or Member shall be effective upon actual receipt by the Corporate Secretary of Global Payments Direct, Inc„ 3550 Lenox Road NE, Suite 3000, Atlanta GA 30326. Any notices from Global Direct or Member to Merchant under this Card Services Agreement shall be effective upon the earlier of actual receipt or upon sending such notice to the address provided by Merchant in the Merchant Application or to any other e-mail or physical address to which notices, statements and/or other communications are sent to the Merchant hereunder or via electronic posting or notification accessible to Merchant on Global Direct's Merchant Portal (https://reporting.globalpay.com/login) or any successor online reporting tool. The parties hereto may change the name and address of the person to whom notices or other documents required under this Card Services Agreement must be sent at any time by giving notice to the other party. 23. MERGER. This Card Services Agreement, including these Card Services Terms & Conditions and the Merchant Application, constitutes the entire agreement between Merchant, Global Direct, and Member and supersedes all prior memoranda or agreements relating thereto, whether oral or in writing. 24. EFFECTIVE DATE. If Merchant is receiving these Terms and Conditions as an amendment to an existing Card Services Agreement, the Terms and Conditions shall be effective upon receipt. Otherwise, this Card Services Agreement shall become effective only upon acceptance by Global Direct and Member, or upon delivery of indebtedness at such locations as designated by Global Direct for purchase, whichever event shall first occur. In either event, such date is referred to herein as the "Effective Date." 25. DESIGNATION OF DEPOSITORY. The financial institution set forth in the Merchant Application is designated by Merchant as a depository institution ("Depository") for its credit card indebtedness. Such financial institution must be a member of an Automated Clearing House Association. Merchant authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with Instructions to credit Merchant's Accounts, Depository, Member, and/or Global Direct may charge any of Merchant's Accounts at Depository for any amount due under this Card Services Agreement. Global Direct must approve in writing any proposed changes to the Account(s) or to the Depository. Merchant represents and warrants that: (a) the Account(s) will always be in the same legal and DBA (if applicable) name as Merchant's name on the Merchant Application; (b) Merchant will own and maintain control of the Account(s) and will keep such Account(s) open at all times during the term and as long as any Reserve Account is in effect; and, (c) the Account(s) will not be associated with any DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 merchant processing activity that is illegal or prohibited by the Card Association Rules or Applicable Law, including without limitation merchant processing activity associated with other accounts and/or processors. Merchant hereby authorizes Depository to release any and all account information to Global Direct as Global Direct may request without any further authorization, approval or notice from or to Merchant. 26. FINANCIAL ACCOMMODATION. The acquisition and processing of sales slips hereunder is a financial accommodation and, as such, in the event Merchant becomes a debtor in bankruptcy, this Card Services Agreement cannot be assumed or enforced, and Global Direct and Member shall be excused from performance hereunder. 27. AUTHORIZED USERS. To the extent Merchant is granted electronic access to any systems or portals of Global Direct, Merchant shall be responsible for (i) ensuring that only authorized users of such systems or portals access the same; (ii) keeping all logins, user names, and passwords confidential; and (iii) promptly notifying Global Direct of any unauthorized access of such logins, user names, or passwords; and (iv) all actions taken by anyone using such access, logins, user names, or passwords, even if such actions were not authorized by Merchant, 28. TAXES. Merchant shall be solely responsible forthe calculation, collection, and remittance of any sales tax imposed by any government authority in connection with the provision of Merchant's goods or services. Unless Merchant is otherwise exempt (and can prove such exemption to Global Direct and/or Member's satisfaction), Merchant agrees to pay all taxes imposed on the services, equipment, or other property provided to Merchant pursuant to this Agreement. 29. REPORTING. Merchant acknowledges that, under the Card Association Rules, certain merchant activity and terminations of merchant processing agreements may result in Global Direct or Member reporting merchants and their principals for inclusion on a terminated merchant file (e.g., the "MATCH" list). Merchant, on behalf of itself and its principals, hereby consents to such reporting and waives any claim related to the same, even in instances where Merchant or its principals believe that reporting to have been improper or in error. 30. RELATIONSHIP OF THE PARTIES. Merchant designates Global Direct and Member as its agent to receive payments for transactions processed pursuant to this Card Services Agreement, Neither Global Direct nor Member, however, shall be considered a partner or fiduciary to Merchant, and nothing in this Card Services Agreement or the rendition of services related to this Card Services Agreement shall be deemed to create a joint venture, partnership, or fiduciary relationship between or among the parties. Rather, the relationship among the parties to this Card Services Agreement is an arm's length commercial relationship. 31. DEBIT / ATM PROCESSING SERVICES: ADDITIONAL TERMS AND CONDITIONS. 31.1. Debit Sponsor shall act as Merchant's sponsor with respect to the participation of point -of - sale terminals owned, controlled, and/or operated by Merchant (the "Covered Terminals") in each of the following debit card networks ("Debit Networks"): Accel, AFFN, Alaska Option, CU24, Interlink, Maestro, NYCE, Pulse, Shazam, Star, and Tyme, which Debit Networks may be changed from time -to -time by Debit Sponsor or Global Direct without notice. Merchant may also have access to other debit networks that do not require a sponsor. Global Direct will provide Merchant with the ability to access the Debit Networks at the Covered Terminals for the purpose of authorizing debit card transactions from cards issued by the members of the respective Debit Networks. Global Direct will provide connection to such Debit Networks, terminal applications, settlement, and reporting activities. DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 31.2. Merchant will comply with all Applicable Laws and with all by-laws, regulations, rules, and operating guidelines of the Debit Networks ("Network Rules"). Merchant will execute and deliver any application; participation, or membership agreement orother document necessary to enable Debit Sponsor toact as sponsor for Merchant in each Debit Network. Merchant agrees to utilize the debit card Services in accordance with the Card. ServicesAgreement, its exhibits or attachments, and Global Direct's instructions and specifications (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement), and to provide Global Direct with the necessary data in the proper format to enable Global Direct to properly furnish the Services. Copies of the relevant agreements or operating regulations shall be made available to Merchant upon request. 31.3. Merchant shall not in any way indicate that Debit Sponsor endorses Merchant's activities, products, or services. Debit Sponsor and Merchant are and shall remain independent contractors of one another, and neither they, nor their respective individual employees, shall have or hold themselves out as having any power to bind the other to any third party. Nothing contained in this section shall be construed to create or constitute a partnership, joint venture, employer -employee, or agency relationship between Debit Sponsor and Merchant. 31.4. In the event that Debit Sponsor's sponsorship of Merchant in any Network is terminated prior to the termination of the Card Services Agreement, Global Direct may assign Debit Sponsor's rights and obligations hereunder to a third party. All provisions in this section necessary to enforce the rights and obligations of the parties contained in this section shall survive the termination of Debit Sponsor's debit sponsorship of Merchant under the Card Services Agreement. Debit Sponsor may assign this Agreement to any parent, subsidiary, affiliate, or successor -in -interest. 32, MERCHANT ACCEPTANCE OF EST TRANSACTIONS: ADDITIONAL TERMS AND CONDITIONS. If Merchant accepts EBT transactions (as defined in section 2, Services Descriptions), Merchant agrees to issue Benefits to Recipients in accordance with the procedures specified herein, and in all documentation and user guides provided to Merchant by Global Direct, as amended from time -to -time (including but not limited to the Card Acceptance Guide which is incorporated into and made a part of this Card Services Agreement); and pursuant to the Quest Operating Rules (the "Quest Rules"), as amended from time -to -time, issued by the National Automated Clearing House Association as approved by the Financial Management Service of the U.S. Treasury Department, Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed them in the Rules. Merchant will provide each recipient a receipt of each Benefit issuance. Merchant will be solely responsible for Merchant's issuance of Benefits other than in accordance with authorizations. Merchant agrees to comply with all the requirements, laws, rules and regulations pertaining to the delivery of services to Benefit Recipients and Benefit Recipient confidentiality. If Merchant issues FS Benefits under this Card Services Agreement, Merchant represents and warrants to Global Direct that Merchant is an FNS- authorized "Merchant" (as such term is defined in the Rules) and is not currently suspended or disqualified by FNS. Merchant agrees to secure and maintain at its own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of Benefits underthis Card Services Agreement, including without limitation, any applicable franchise tax certificate and non -governmental contractor's certificate, and covenants that Merchant will not issue Benefits at any time during which Merchant is not in compliance with the requirements of any applicable law. Merchant agrees to hold Global Direct harmless from any costs of compliance or failure to comply with any such obligation by Merchant. Global Direct may terminate or modify the provision of Services to Merchant if any of Global Direct's agreements with government EBT agencies are terminated for any reason or if any party threatens to terminate services to Global Direct due to some action or inaction on the part of Merchant. If any of these Card Services Terms & Conditions are found to conflict with Federal or State law, regulation or policy of the Rules, these Card Services Terms DocuSign Envelope ID: 69E4955D-23F3.4407-84A7-E75FDC837DB9 & Conditions are subject to reasonable amendment by Global Direct, the State or its EBT Service Provider to address such conflict upon 90 days written notice to Merchant, provided that Merchant may, upon written notice, terminate the Card Services Agreement upon receipt of notice of such amendment. Nothing contained herein shall preclude the State from commencing appropriate administrative or legal action against Merchant or for making any referral for such action to any appropriate Federal, State, or local agency. Any references to "State" herein shall mean the State in which Merchant issues Benefits pursuant hereto. If Merchant issues Benefits in more than one State pursuant hereto, then the reference shall mean each such State severally, not jointly. 33. DECLINE MINIMIZER SERVICES. In the event that Merchant elects to use Global Direct's Decline Minimizer Service (as defined herein below), the following terms apply. Merchant represents and warrants that its business is of such a nature that it periodically needs to receive updated cardholder account information and that Merchant does not belong to any high -risk categories as determined by any Card Schemes. In consideration of Merchant's payment of any fees and charges set forth herein, Global Direct agrees to provide to Merchant certain Card decline minimizer services facilitated by applicable card associations, which services are designed to assist merchants in recurring payment industries with maintenance of current cardholder account data (such services, the "Decline Minimizer Services"). The Decline Minimizer Services are subject to availability as determined by the card associations. Merchant acknowledges that a card association may terminate or suspend Global Direct's ability or right to provide the Decline Minimizer Services, and Global Direct may terminate its obligations with respect to the Decline Minimizer Service at any time upon notice to Merchant. The Decline Minimizer Services may be subject to additional terms, conditions, and/orfees, notice of which shall be provided to Merchant in accordance with this Agreement. 34. CALLPOP OPENEDGE SERVICES. 34.1. Global Direct offers hardware and services, which may include but are not limited to, phone/fax to VOIP smart box converter, phone analytics, two-way calling, call notes and call history, quick text for incoming and missed calls, reviews via text, text to pay, smart caller ID, reporting portal(s), and mobile application(s) among other things (collectively, the "CaIIPop OpenEdge Services") for Merchant's sole use with its internal business operations, 34.2. In the event that Merchant elects to use Global Direct's CaIIPop OpenEdge Services (as defined above), the following terms apply. In consideration of Merchant's payment of the fees and charges set forth in the Merchant Application with respect to Global Direct's CaIIPop OpenEdge Services, and subject to the terms and conditions herein, Global Direct agrees to provide Merchant certain CaIIPop Services and hereby grants Merchant a limited, non- exclusive, non-sublicensable, non -transferable license in the United States of America to access and use the CaIIPop Open Edge Services (as defined above) solely for Merchant's internal business operations. Merchant shall not and shall not permit or authorize any other party to (a) decompile, disassemble, reverse engineer, or otherwise attempt to discern the source code of the CaIIPop OpenEdge Services; or (b) copy, modify, enhance, or otherwise create derivative works of the CaIIPop OpenEdge Services. Either party may terminate or suspend the CaIIPop OpenEdge Services without terminating the rest of the Agreement pursuant to the termination and/or suspension rights specified in the Agreement. Notwithstanding the foregoing, Global Direct may terminate its obligations with respect to the CaIIPop OpenEdge Services at any time upon notice to Merchant. The CaIIPop OpenEdge Services may be subject to additional terms, conditions, and/or fees, notice of which shall be provided to Merchant in accordance with this Agreement. 34.3. Notwithstanding anything to the contrary herein, excepts as expresslyprovided herein, Global Direct makes no representation or warranty, express or implied with respect to the CallPop OpenEdge Services, including without limitation, any hardware provided DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E76FDC837DB9 in connection therewith. Global Direct specifically disclaims all warranties as to the merchantability, condition, design, or compliance with specifications or standards, and expressly disclaims all implied warranties, including without limitation implied warranties of merchantability, fitness for a particular use, or noninfringement of. third party rights, with respect to the CallPop OpenEdge Services. Global Direct does not warrant that the CallPop OpenEdge Services will operate without interruption or on an error -free basis. Global Direct shall have not liability to Merchant for incidental, special, consequential, indirect or exemplary damages, including without limitation lost profits, revenues and business opportunities, or damages for injury to person or property, arising out of or in connection with the use by Merchant of the CallPop OpenEdge Services. 35. DISCOVER PROGRAM MARKS. Merchant is hereby granted a limited non-exclusive, non- transferable license to use Discover brands, emblems, trademarks, and/or logos that identify Discover cards ("Discover Program Marks"). Merchant is prohibited from using the Discover Program Marks other than as expressly authorized in writing by Global Direct. Merchant shall not use the Discover Program Marks other than to display decals, signage, advertising and other forms depicting the Discover Program Marks that are provided to Merchant by Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global Direct. Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights to use the Discover Program Marks, 36. PAYPAL MARKS. PayPal Marks means the brands, emblems, trademarks, and/or logos that identify PayPal Acceptance. Merchant shall not use the PayPal Marks other than to display decals, signage, advertising, and otherforms depicting the PayPal Marks that are provided to Merchant by Global Direct pursuant to the Merchant Program or otherwise approved in advance in writing by Acquirer. Merchant may use the PayPal Marks only to promote the services covered by the PayPal Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the PayPal Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the PayPal Marks. Merchant recognizes that it has no ownership rights in the PayPal Marks. Merchant shall not assign to any third party any of the rights to use the PayPal Marks. Merchant is prohibited from using the PayPal Marks, not permitted above, unless expressly authorized in writing by PayPal. 37. AMERICAN EXPRESS CARD ACCEPTANCE. 37.1. If Merchant accepts American Express transactions, Merchant hereby acknowledges and agrees that for purposes of acceptance of American Express, the American Express Guide is hereby incorporated by reference into this Card Services Agreement. In addition, Merchant agrees to comply with the terms of all other security and operational guides published by American Express from time to time, including the American Express Data Security Requirements. Merchant hereby authorizes Global Direct to submit American Express transactions to, and receive settlement from, American Express on behalf of Merchant. Merchant must accept the American Express card as payment for goods and services (other than those goods and services prohibited under the American Express Guide sold, or (if applicable) for charitable contributions made, at all of its establishments, except as expressly permitted by slate statute. Merchant is jointly and severally liable for the obligations of DocuSign Envelope ID; 69E4955D-23F3-4407-84A7-E75FDC837DB9 Merchant's establishments under the Card Services Agreement. For the avoidance of doubt, "cardholder" as used in this Card Services Agreement shall include Card Members as defined in the American Express Guide. 37.2. Merchant hereby acknowledges and agrees that (i) Global Direct may disclose American Express Transaction Data (which for purposes of this section 37 shall have the same definition as "Transaction Data" in the American Express Guide), Merchant Data (as defined below), and other information about Merchant to American Express, (ii) American Express may use such information to perform its responsibilities in connection with the American Express Program, promote the American Express Network, perform analytics and create reports, and for any other lawful business purpose, including marketing purposes, and (III) American Express may use the information obtained in this application at the time of setup to screen and/or monitor Merchant in connection with American Express Card marketing and administrative purposes. If Merchant has provided a wireless phone number in connection with this Card Services Agreement, Merchant hereby agrees that it may be contacted at that number and the communications sent may include autodialed text messages or automated prerecorded calls, If Merchant has provided a fax number, Merchant hereby agrees that it may be sent fax communications. To opt out of American Express -related marketing communications, Merchant may contact Global Direct customer service as described in this Card Services Agreement. For purposes of this section 37, "Merchant Data" means names, postal and email addresses, tax ID numbers, names and social security numbers of the authorized signer of Merchant and similar identifying information about Merchant. For clarification, Merchant Data does not include American Express Transaction Data. 37.3. Merchant hereby agrees that, in the event that Merchant becomes a High Charge Volume Merchant (as defined below), Merchant will be converted from the American Express Program to a direct American Express Card acceptance relationship with American Express, and upon such conversion, (i) Merchant will be bound by American Express' then -current card acceptance agreement, and (ii) American Express will set pricing and other fees payable by Merchant for American Express Card acceptance. "High Charge Volume Merchant" for purposes of this section 37 means an American Express Program Merchant with either (1) greater than $1,000,000 in American Express charge volume in a rolling twelve (12) month period or (ii) greater than $100,000 in American Express charge volume in any three (3) consecutive months. For clarification, if Merchant has multiple establishments, the American Express charge volume from all establishments shall be summed to together when determining whether Merchant has exceeded the thresholds above, 37.4. Merchant shall not assign to any third party any American Express -related payments due to it under this Card Services Agreement, and all indebtedness arising from American Express Charges (as defined below) will be for bona fide sales of goods and services (or both) at its establishments (as defined below) and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may sell and assign future American Express transaction receivables to Global Direct, its affiliated entities and/or any other cash advance funding source that partners with Global Direct or its affiliated entities, without consent of American Express. 37.5. In connection with Merchants acceptance of American Express, Merchant agrees to comply with and be bound by, the rules and regulations imposed by the Payment Card Industry (PCI) Security Standards Council (including without limitation the PCI Data Security Standard). Merchant hereby agrees to report all actual or suspected Data Incidents (as such term is defined in the American Express Data Security Requirements) immediately to Global Direct and American Express immediately upon discovery thereof. DocuSign Envelope ID: 59E4955D-23F3-4407-84A7-E75FDC837DB9 37.6. Merchant hereby agrees that American Express shall have third party beneficiary rights, but not obligations, to enforce the Card Services Agreement against Merchant to the extent applicable to American Express processing. Merchant's termination of American Express card acceptance shall have no direct or indirect effect on Merchant's rights to. accept other card brands, To terminate American Express acceptance, Merchant may contact Global Direct customer service as described in this Card Services Agreement. 37.7. Without limiting any other rights provided herein, Global Direct shall have the right to immediately terminate Merchant's acceptance of American Express cards upon request of American Express. Merchant may not bill or collect from any American Express Card Member for any purchase or payment on the American Express card unless a chargeback has been exercised, Merchant has fully paid for such charge, and it otherwise has the right to do so. Merchant shall use the American Express brand and marks in accordance with the requirements set forth in the American Express Guide. 38. ELECTRONIC SIGNATURES. 38.1. Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Card Services Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with the Card Services Agreement and related documents, (2) you consent and intend to be bound by the Card Services Agreement and related documents, and (3) the Card Services Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Card Services Agreement and all related electronic documents shall be governed by the provisions of E-Sign. 38.2. By pressing Submit, you agree (i) that the Card Services Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Card Services Agreement and related documents, (III) that you have the ability to print or otherwise store the Card Services Agreement and related documents, and (iv) to authorize us to conduct an investigation of your credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for merchant status or equipment leasing. This information is kept strictly confidential and will not be released: 39. SURCHARGES/OTHER FEES. 39.1. Merchant pricing appears in the Card Services Fee Schedule of the Merchant Application, Merchant may also be charged certain fees and assessments established by the card associations and debit networks which are described in more detail at https://www.globalpaymentsinc,com/ratetable. T&E merchants (airline, car rental, cruise line, fast food, lodging, restaurant, travel agent, transportation) may have separate rates quoted for consumer and commercial (business) transactions. Transactions that do not clear as priced are subject to surcharges (as outlined in Merchant Application) that are billed back to you on your monthly statement. The most predominant market sectors and transactions types for surcharges appear below, however, such sectors and transaction types are not comprehensive and are subject to change. Most surcharges can be avoided by using a product that supports authorization and market data requirements established by the card associations and that are subject to change from time to time. Some surcharges occur on specific types of cards (including without limitation Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 Discover Premium Plus Card, and "foreign" cards issued outside the United States). Unless your Card Services Fee Schedule specifically addresses commercial cards (i.e., Business Cards, Corporate Cards, Fleet Cards, GSA- Cards, Purchase Cards), you will be billed back for the higher cost of acceptance of commercial cards, unless you are primarily a business - to -business supplier with corresponding pricing based on acceptance of commercial cards. The card associations require that information from the original authorization, including a lifecycle identifier, be retained and returned with subsequent authorizations and/or the settled transaction data. The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained and returned at settlement, then the transaction will not clear as priced and will incura surcharge. For more information concerning surcharging and to view market data, you may wish to check the Global Direct website (www.globalpaymentsine.com) for best practices information and to license Global Access @dvantage (GA@) or Business View for transaction detail review. 39.2. The card associations validate this information as part of the clearing and settlement process. If authorization data is not retained and returned at settlement, then the transaction will not clear as priced and will incur a surcharge. For more information concerning surcharging and to view market data, you may wish to check the Global Direct website (www.globalpaymentsinc.com) for best practices information and to license Global Access @dvantage (GA@) or Business View for transaction detail review. The items listed in this section 39 are not and are not intended to be a comprehensive list of all instances in which surcharges may apply. Surcharges may apply in additional situations. All surcharges may include additional fees assessed by the applicable card association and Member or Global Direct, 39.3. In addition, Merchant may be assessed additional fees which will be in addition to the fees stated on the Merchant Application, including the following: 39.4. Merchant will also be assessed (a) Cross -Border fees and a U.S. Acquirer Support fee for international Mastercard and Maestro transactions. (b) an International Service Assessment fee and International Acquirer fee for international Visa transactions, and (c) an International Processing fee and International Service fee for international Discover transactions. These fees, which are applicable to transactions between Merchant and a non-U.S. Mastercard, Maestro, Visa, American Express, or Discover cardholder will be displayed as a separate item on Merchant's monthly statement and may include fees assessed by both the applicable card association and Member or Global Direct. 39.5. Merchant will also be assessed per transaction access or participation fees and assessment rates for Visa, Mastercard, American Express, Discover and PayPal transactions, which will be displayed as a separate item on Merchant's monthly statement and may include fees by both the applicable card association and Member or Global Direct. Merchant will also be assessed a Discover Network Authorization Fee. 39.6. Merchant may also be assessed a PCI DSS Compliance fee, which will appear as a separate item on Merchant's monthly statement. This fee is assessed by Member and Global Direct in connection with Member and Global Direct's efforts to comply with the PCI Data Security Standard and does not ensure Merchant's compliance with the PCI Data Security Standard or any law, rule or regulation related to cardholder data security. The payment of such fee shall not relieve Merchant of its responsibility to comply with all rules and regulations related to cardholder data security, including without limitation the PCI Data Security Standard. Merchant may also be assessed a PCI DSS Non -Compliance fee until they validate compliance or confirm they are using a PA DSS Validated payment application. DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 39.7. Merchant will also be assessed the following fees on or related to Visa transactions: the Visa Misuse of Authorization System fee, which will be assessed on authorizations that are approved but never settled with the Merchant's daily batch, the Visa Zero Floor Limit Fee, which will be assessed on settled transactions that were not authorized, the Visa Zero Dollar Verification fee, which will be assessed on transactions where Merchant requested an address verification response without an authorization, the Visa Transaction Integrity fee, which will be assessed on Visa signature debit and prepaid transactions that fail to meet processing and transaction standards defined by Visa, and a monthly fee based on the number of card present Merchant locations by Merchant taxpayer identification number and/or all Visa volume processed by a Merchant's taxpayer identification number. Merchant will also be assessed a Mastercard CVC2 Transaction fee and the Mastercard Misuse of Authorization System fee, which will be assessed on authorizations that are approved but never settled with the Merchant's daily batch or not properly reversed within 120 days, and an acceptance and licensing fee that will be applied to the Merchant's total U.S. Mastercard sales volume. These fees will be displayed as separate items on Merchant's monthly statement, provided that the acceptance and licensing fee may be included with Merchant's Mastercard assessment fees, and may include fees assessed by both the applicable card association and Memberor Global Direct. DocuSign Envelope ID: 69E4955D-23F3.4407-84A7-E75FDC837DB9 SURCHARGES FOR PREDOMINANT MARKET SECTORS RetaillRestaurant Electronic Merchant If you are a Retail Merchant or a Restaurant Merchant with retail -only pricing (no Business Card Rate) and utilize a certified terminal product or electronic system or the payment application provided by Global Direct or its partner, which is designed for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation retail commercial card transactions in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and all Commercial Cards, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. • Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale. • Obtain a single electronic authorization and settle for authorized amounts, • Obtain a cardholder signature (unless transaction is eligible for No Signature Required [NSR] program). • Settle and transmit batches same day via your terminal/electronic system. • The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions unless a Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or, Bar/Tavern (MCC 5513), Beauty/Barber Shop (MCC 7230), or Taxi/Limousines (MCC 4121). • The electronic authorization amount must be equal to the transaction amount on Discover retail transactions except that Taxi Limousines (MCC 4121) and Beauty/Barber Shop (MCC 7230) merchant transactions may vary up to 20%. Restaurant (MCC 5812), Fast Food (MCC 5814), Service Station (MCC 5541) or Bar/Tavern (MCC 5513) transactions may vary by more than 20% from the electronic authorization without incurring surcharges. Restaurant Electronic Merchant If you are a Restaurant Merchant MCC 5812 or Fast Food Merchant MCC 5814 and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets all of the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application, • Obtain a single electronic authorization with magnetic strip read or contactless data capture (electronic imprint) at the time of sale. • Obtain a cardholder signature (unless transaction is eligible for NSR program). • Settle and transmit batches same day via your terminal/electronic system. Supermarket Electronic Merchant If you are an approved (certified) supermarket merchant and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate(s) quoted for Supermarket Credit Card and Supermarket Check Card. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and commercial cards, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. • Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale, • Obtain a single electronic authorization and settle for authorized amounts. DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 Obtain a cardholder signature (unless transaction is eligible for NSR program). Settle and transmit batches same day via your terminal/electronic system. The electronic authorization amount must be equal to the transaction amount on all Visa debit card transactions. Emerging Market Electronic Merchant If you qualify as an Emerging Market Merchant (as defined by Association guidelines from time to time) and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all the following requirements will be priced at the rates quoted. Any other transaction, including commercial card transactions, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card, and non-magnetic stripe read foreign transactions will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application In addition, each Visa transaction not processed as outlined, but transmitted same day or next day via your terminal/electronic system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application, • Obtain a single electronic authorization. • Settle and transmit batches same day via your terminal/electronic system. • Provide market data as required, See Note. NOTE: If card is not present and a magnetic stripe read does not occur, then Merchant may be required to comply with "Direct Marketer" market data requirements including AVS request on cardholder billing address at time of authorization. If card is present and cardholder signature is obtained, however the magnetic stripe is damaged, then Merchant may be required to obtain AVS match on cardholder billing address zip code. MOTO Electronic Merchant If you are a MOTO Merchant (non-magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate quoted. Any other transaction, including all foreign transactions and commercial card transactions in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. • Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount equal to settle amount). • Address Verification Request in authorization on cardholder billing address. For Discover transactions, Merchant must obtain full address verification request on street number and/or 9-digit postal code. • CID verification for Discover merchants on non -recurring transactions. • Purchase date (settled date) is ship date. • Send order number with each transaction. • Settle and transmit batches same day via your terminal/electronic system. • Send level 3 data (line item detail, sales tax, customer code) with every eligible commercial card transaction. NOTE: Card Not Present transactions involving one-time, recurring, or installment bill payment transactions are subject to additional card association requirements which must be complied with to avoid surcharges. Electronic commerce transaction requirements are also subject to additional card association requirements which must be complied with to avoid surcharges. Please refer to Card Acceptance Guide for additional requirements. DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-F.75FDC837DB9 NOTE: Transactions which utilize our TouchTone Capture system for authorizations and settlement, settle beyond 48 hours, or are not transmitted via the TouchTone Capture system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application, Public Sector Electronic Merchant If you are an approved (certified) public sector merchant and utilize a terminal or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets all of the following requirements will be priced at the rate(s) quoted for Public Sector. Each transaction not processed as outlined, in addition to transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite, Discover Rewards Card, Discover Premium Card, Discover Premium Plus Card and commercial cards, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. • Obtain a magnetic strip read (card swipe/contactless data capture/electronic imprint) at the time of sale. • Obtain a single electronic authorization and settle for authorized amounts, • Obtain a cardholder signature (unless transaction is eligible for NSR program). • Settle and transmit batches same day via your terminal/electronic system. • The electronic authorization amount .must be equal to the transaction amount on all Visa debit card transactions. Purchase Card Electronic Merchant If you are a Purchase Card Merchant (non-magnetic swipe read transactions) and utilize a certified terminal product or electronic system for authorization and settlement through Global Direct, each transaction you submit which meets the following requirements will be priced at the rate quoted. Each Visa transaction not processed as outlined but transmitted same day or next day via your terminal/electronic system, will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Each Visa business and commercial card transaction will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Any other transaction that does not meet the following requirements, including without limitation foreign transactions, tax-exempt Visa Commercial transactions, Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. • Obtain an electronic authorization and settle for authorized amounts (one reversal permitted on Visa transactions to make authorization amount equal to settled amount). • Address Verification Request in authorization on cardholder billing address. • Purchase date (settled date) is ship date. • Send order number (customer code) with each transaction. • Send tax amount with every transaction. • Send Level 3 data (line item detail) with every eligible commercial card transaction. Sales tax exempt transactions will not be considered to meet these requirements unless they include Level 3 data (line item detail). • Settle and transmit batches same day via your term inallelectronic system. Lodging/Auto Rental Electronic Merchant If you are a Lodging or Auto Rental Merchant utilizing a terminal or electronic system for authorization and settlement through Global Direct, each consumer card transaction you submit which meets the following requirements will be priced at the rate quoted. Each transaction not processed as outlined, including without limitation non-magnetic stripe read foreign transactions, and transactions using Visa Rewards Card, Visa Signature Card, Visa Signature Preferred Card, Visa Infinite Card, Mastercard Rewards Card, Mastercard World Card, Mastercard World Elite Card, Discover Rewards Card, Discover Premium Card, and Discover Premium Plus Card will be priced at the rate quoted plus the applicable surcharge rate quoted in the Merchant Application. Commercial Card transactions that meet these requirements will be subject to the Business Card DocuSign Envelope ID: 69E49551)-23F3.4407-84A7-E75FDC837DB9 rate quoted in the Fee Schedule. Commercial Card transactions not processed in accordance with these requirements will be subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application, • Obtain a magnetic swipe read (card swipe/electronic imprint) at the time of check -in. • Obtain additional electronic authorizations or send partial reversals to bring total authorized amount within 15% of settled amount. Authorizations must meet card association requirements. • Obtain a cardholder signature for final transaction amount. • Purchase Date is hotel check-out date/auto return date, • Length of guest stay/rental in initial authorization, • Hotel Folio/Rental Agreement Number and check -in date/check-out date transmitted with each transaction. • Additional market data may be required for commercial card transactions to avoid surcharges. Lodging merchants who (1) accept credit cards for advance payment; (2) guarantee reservations using a credit card; or (3) provide express check-out services to guests, must comply with additional card association requirements for these services in addition to additional authorization and settlement market data requirements. Lodging merchants who subject charges to final audit and bill for ancillary/additional charges must comply with additional bank card association requirements for these services in addition to additional authorization and settlement market data requirements to avoid surcharges. These transactions may also be subject to the rate quoted plus the applicable surcharge rate quoted in the Merchant Application, Please see Card Acceptance Guide for requirements and best practices for these transactions, Paper Deposit Merchant Non-terminal/electronic paper deposit transactions will be priced at the rate quoted in the Card Services Fee Schedule of the Merchant Application. Debit Card Merchant Each debit card transaction will be assessed the network's acquirer fee in addition to the debit card per item fee quoted in the Card Services Fee Schedule of the Merchant Application, Card Present / Mag Stripe Failure: A magnetic stripe read is also referred to as an electronic imprint. If the magnetic stripe is damaged, then other validation means may be required to protect against counterfeit cards and merchant must obtain a manual imprint. Most products, including the payment application, if any, will prompt for cardholder billing zip code and perform an AVS check for a zip code match. CID verification is recommended for Discover key - entered transactions. Key -entered retail transactions are subject to higher interchange and surcharges. The foregoing information regarding surcharging is not comprehensive and is subject to change by the card association. Additional or different rates or fees may apply based on the details of a subject transaction. All questions regarding Card Services should be referred to Global Payments Direct Inc, — 3550 Lenox Road NE, Suite 3000, Atlanta, GA, 30326, or call: 1-800-367-2638. Note: Billing disputes must be forwarded, in writing, to Customer Service within 60 days of the date of the statement and/or notice. Contact information for Member is listed in the Merchant Application, Global Payments Direct Inc. is a registered ISO of Wells Fargo Bank, N.A. Debit sponsorship is provided by PB&T Bank, 301 West 5th Street, Pueblo, Colorado 81003—1(888)728- 3550 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 Additional Owner/Officer Information Page for Merchant Processing Agreement (If Needed) Note: Complete Owner / Officer Information must be present for all Equity Owners with 25% or greater equity in the business and for any person(s) with authority or control. Spaces 1 - 4 must be completed directly on the Merchant Processing Agreement; all additional owner/officer information may be provided on the Additional Owner/Officer Page as needed. Acceptance of Merchant Application and Terms & Conditions I Merchant Authorization. Your Card Services Agreement is between Global Payments Direct, Inc. ("Global Direct"). the Merchant named above, and the Member named below ("Member"). Member is a member of Visa, USA, Inc. ("Visa") and MasterCard International, Inc. ("MasterCard"); Global Direct is a registered independent sales organization of Visa, a member service provider of MasterCard and a registered acquirerfor Discover Financial Services, LLC. ("Discover") and a registered Program Participant of American Express Travel Related Services Company, Inc. ("American Express"). A copy of the Card Services Terms and Conditions, revision number Government Entities 04-22-GPI- WF, has been provided to you. Please sign below to signify that you have received a copy of the Card Services Terms & Conditions and that you agree to all terms and conditions contained therein. If this Merchant Application is accepted for card services, Merchant agrees to comply with the Merchant Application and the Card Services Terms & Conditions as may be modified or amended in the future. If you disagree with any Card Services Terms & Conditions, do not accept service. IF MERCHANT SUBMITS A TRANSACTION TO GLOBAL DIRECT HEREUNDER, MERCHANT WILL BE DEEMED TO HAVE ACCEPTED THE CARD SERVICES TERMS & CONDITIONS. By your signature below on behalf of Merchant, you certify that all information provided in this Merchant Application is true and accurate and you authorize Global Direct, and Global Direct on Member's behalf, to initiate debit entries to Merchant's checking account(s) in accordance with the Card Services Terms and Conditions. In addition, by your signature below on behalf of Merchant you authorize Global Direct and/or Open Edge Payments, LLC. to order a consumer credit report on you. Merchant and each of Merchant's officers, partners, and/or owners, as well as subsequent consumer credit reports, which may be required or used in conjunction with the maintenance, updating, renewal or extension of the services provided hereunder, or in conjunction with reviewing, taking collection action on, or other legitimate purposes associated with the Merchant account. Additional Owners -Complete Owner/Officer Information must be present for all Equity Owners with 25% or greater equity in the business and for any person(s) with authority or control. An owner or person with control listed, must be the one to accept the agreement at the end of this application. Owner/Officer Name: Citizenship: Date of Birth (mm/dd/yyyy): Social Security Number Home Phone Number: ❑ U.S. ❑ Non-U.S Home Address: City: State: Zip: Years There: []Rent []Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: ❑ Rent ❑ Own SIGNATURE: x Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: Date of Birth (mm/dd/yyyy): Social Security Number Home Phone Number: ❑ U.S. ❑ Non-U.S Home Address: City: State: Zip: Years There: []Rent []Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: ❑ Rent ❑ Own SIGNATURE: x Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: Date of Birth (mm/dd/yyyy): Social Security Number Home Phone Number: ❑ U.S. ❑ Non-U.S Home Address: City: State: Zip: Years There: ❑ Rent ❑ Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: ❑ Rent ❑ Own SIGNATURE: x Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: Date of Birth (mm/dd/yyyy): Social Security Number Home Phone Number: ❑ U.S. ❑ Non-U.S Home Address: City: State: Zip: Years There: ❑ Rent ❑ Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: 0 Rent 0 Own DocuSign Envelope ID: 69E4955D-23F3.4407-84A7-E75FDC837DB9 SIGNATURE: X Equity Owned: % Title: Date: Owner/Officer Name: Citizenship: Date of Birth (mm/dd/yyyy): Social Security Number Home Phone Number: ❑ U.S. ❑ Non-U.S Home Address: City: State: Zip: Years There: ❑ Rent ❑ Own Former Address (If less than 1 year at current address): City: Slate: Zip: Years There: ❑ Rent ❑ Own SIGNATURE: x Equity owned: % Title: Date: Owner/Officer Name: Citizenship: Date of Birth (mm/dd/yyyy): Social Security Number Home Phone Number: ❑ U.S. El Non-U.S Home Address: City: State: Zip: Years There: ❑Rent ❑Own Former Address (If less than 1 year at current address): City: State: Zip: Years There: ❑Rent ❑Own SIGNATURE: X I Equity Owned: % Title: Date: CoSA - OpenEdge First Amendment to Card Services Agmt w.Card Signed)(240601.1) Final Audit Report Services Agmt - (Vendor Created: 2022-12-05 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAQeK4nFBb6Ysovv-h cmz6mxR6k2fVHfL 2022-12-05 "CoSA - OpenEdge First Amendment to Card Services Agmt w. Card Services Agmt - (Vendor Signed)(240601.1)" History E� Document created by Kristin Andrade (kandrade@santa-ana.org) 2022-12-05 - 10:21:38 PM GMT- IP address: 98.153.69.210 17, Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2022-12-05 - 1022:07 PM GMT t Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2022-12-05 - 10:23:36 PM GMT- IP address: 174.87.135.210 `moo Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2022-12-05 - 10:24:00 PM GMT - Time Source: server- IP address: 174.87.135.210 © Agreement completed. 2022-12-05 - 10:24:00 PM GMT Q Adobe Acrobat Sign Tori Pierson Date"20 0420082253eOPW CERTIFICATE OF LIABILITY INSURANCE DATE/29/202NM) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency, LLC 2000 Brookstone Centre Pkwy Suite 118 Columbus GA 31904 NAMEA CT Connie Whitmer PHONE FAX 706-324-6671 A/c Mo:706-576-5607 ADDRESS: Connie.Whitmer MarshMMA.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Federal insurance Company A++XV 20281 INSURED 30GLOBALPAYM TSYS Merchant Solutions LLC Global Payments, Inc. & It's Subsidiaries INSURER B : Great Northern Insurance Company A++ XV 20303 INSURER c: ACE American Insurance Company A++XV 22667 INSURER D : One TSYS Way; C-4 Columbus GA 31901 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: 652492694 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE ADDL SURF POLICY NUMBER POLICY EFF IMWDDFIYfY1 POLICY EXP fMM/DDpYTYYJLIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ] OCCUR Y 36048071 4112022 41112023 EACH OCCURRENCE $1.000,000 ED ED DAMAGE —RENT PREMISESSRENT occurrence)$1.000,000 MED ENT (Any one person) $10,000 PERSONAL &ACV INJURY $1,00p000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JE� LOC GENERAL AGGREGATE $2.000,000 PRODUCTS - COMP/OP AGG $1,000,000 1 Gen ADD Ca $too 000000 OTHER: B AUTOMOBILE LIABILITY 736142P 4/1=22 411/2023 COMBINED SINGLE LIMIT Ea accident $1000000 X BODILY INJURY (Per person) $ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ Hired Phy Deng - ACV $1.000 Deds X Hired Com 'X Hired Coll A X UMBRELLA LIAB OCCUR 79894591 4/1=22 4112023 EACH OCCURRENCE $25,000,000 AGGREGATE $25,000,000 EXCESS LIAB CLAIMS -MADE DIED RETENTION$ $ O A WORKERS COMPENSATION AND EMPLOYERS'LIASILITY YIN 71750292 71750293 4/1/2022 4112022 4/12023 V12023 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $1.000,000 ANY PROPRIETORIPARTNEWEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? MIA E.L. DISEASE - EA EMPLOYEE $1.000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below EL.DISEASE -POLICY LIMIT $1000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana City, its officers, employees, agents, volunteers and representatives (GL) Additional Insured per form: 80-02-2367 Additional Insured Scheduled Person or Organization (GL) Primary and Noncontributory per form: 80-02-2653 Conditions — Other Insurance — Primary, Noncontributory Insurance Scheduled Person or Organization (GL) 45 Day Notice of Cancellation per form: 80-02-9779 Notice of Cancellation To Scheduled Persons or Organizations (Except Non-payment of Premium) City of Santa Ana Risk Management Division 20 Civic Plaza 4th Floor Santa Ana CA 92702 ,earLea�.au•Jcl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ppsta R a _ vr66tag.Il.aoMaan ' `' 1✓f41e1/EtiJ6 /NrRw®BY. :[ �RhkM„rra9.,,a,rue;�alade ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD v Arfive N4"Or' ?rov'ded fh>> C H U B B° Liability Insurance Endorsement Policy Period APRIL 1, 2022 TO APRIL I, 2023 Effective Date APRIL 1, 2022 Policy Number 3604-80-71-ATL Insured GLOBAL PAYMENTS INC. doo - Name of Company FEDERAL INSURANCE COMPANY Date Issued APRIL 5, 2022 This Endorsement applies to the following forms: GFJWI AL LIM&fTY Under Who Is An Insured the following provision is added Who Is An Insured Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are Insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However, the person or organization is an Insured only: • if and thou only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement, 11 w`t al� 6 Mvrtw®ar. Liability Insurance AddigonelInsured - Scheduled Person Or Organization �1 flek M1Uv9eirtn[ Qaiol NYe Form 60-02-2a67(Rev. 5.07) Endorsement CHUBS° Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated pursuant to a contract or agreement, to provide the person or organization Prvnary, Nuncontnbutory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative QNv .art., Rhh Mv�genva DR j�' RE�awEo6/Nra'rv®ar Liability Insurance Addidonal Insured- Scheduled Person Or organization sexr,uwy�„�.,m.�aae� Form 80-02-2357(Rev 5-07) Endorsement CH U B B° Liability Insurance Endorsement Policy Period APRIL 1, 2022 TO APRIL 1, 2023 Effective Date APRIL 1, 2022 Policy Number 3604-80-71-ATL Insured GLOBAL PAYMENTS INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued APRIL 5, 2022 This Endorsement applies to the following forms: Gftaalrvattx LtdlhBf rrY EMPLOYEE BENEFITS ERRORS OR OMISSIONS STOP GAP STOP GAP -OHIO Conditions Under Conditions, the following provision is added to the condition titled Other Insurance. Other Insurance - If you are obligated, pursuant to a written contract or agreement, to provide the person or Primary, Noncontributory organization described in the Schedule (that is also included in the Who Is An Insured section of this Insurance - Scheduled contract) with primary insurance such as is afforded by this policy, then this insurance is primary and Person Or OrganiZation we will not seek contribution from insurance available to such person or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY I:'r�=._ R_+ntwm6NVFW®av: %au f�rbreaa _ Liability Insurance Condl6ona - Other Insurance - Primary, Noncsntabutsry Insurance - Scheduled Per Form 90-02-2653 (Rev. 7-09J Endorsement Page I Liability Endorsement (continued) All other terms and conditions remain unchanged. Aethortzed Reprawnfative .w.,, RIi Mnga�neonNm l��wID6 Nftw®ev: %u �rtx>ae Llab(ffty Insurance Conditfans -Ofher faaurenw- Pdmary,Nonwntrtbufory lneurance- Sohedufed PerwnC Form 0"2 Ma (Rev. 7-og) Endorsement 00 Page 2 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY- PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "Insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. —WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. —WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: I. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: xm ��rrx v r � RE�nEv�m6APPXW®Bx: Form: 16-02-0292 (Rev. 11-16) Page "Includes copyrighted material of Insurance Services Office, Inc. with its pet 3. 4. (1) with respect to the operation, maintenance or use of a covered auto'; and (2) for "bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the "insured contract" or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE -of SECTION II - LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. - TRANSPORTATION EXPENSES - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOANILEASE GAP COVERAGE Paragraph A. 4. - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto", 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto'; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: d Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE - BROADENED COVERAGE Paragraph AA_ - COVERAGE EXTENSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1 b. - LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto' in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR -WAIVE aNkaW F�& APVfaVJ® ar. Form: 16-02-0292 (Rev. 11-16) Ill °wP--" "Includes copyrighted material of Insurance Services Office, Inc. with its pe "a "s tOa�1Ad Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability 13. company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or f f "I " t which this insurance Form: their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14, UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. - CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV - BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV - BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO- COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto' of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V - DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. zit w organ a ton or oss o s applies, provided the "insured" has waived, 2 �4V,m4ArceaIDBv: 16-02-0292 (Rev. 11-16) Pa, %aiiP&ej c "Includes copyrighted material of Insurance Services Office, Inc. with its p ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIOD/YYVY) 2D72D2, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poltcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Ann Risk Services South, Inc. Atlanta GA Office CONTACT NAME: PHONE (g66) 2834122 FAX (800) 363-0105 (AC.No. EM): =. No.: 3550 Lenox Road NE Suite 1700 E-MAIL ADDRESS: Atlanta GA 30326 USA INSURER(S) AFFORDING COVERAGE HAIG# INSURED INSURER A: Greenwich Insurance Company 22322 Global Payments, Inc. 3550 Lenox Road HE INSURER B: INSURER C: Atlanta GA 30326 USA D: RSURER SURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 510090553828 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested TNISR LTR TYPE OF INSURANCE MDL INSD BUSH WVD POLICY NUMBER POLICY SEE RXWGGyYYYI POLICYEXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS MADE ❑ OCCUR PREMISES Ea occurrence 4-1 MED EXP (Any Ono person) PERSONAL &ADV INJURY DEVIL AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE POLICY PRO LOG JECT S PRODUCTCOMPIOP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 111I _(E1 BODILY INJURY ( Per person) ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON OWNED ONLY AUTOS ONLY BODILY INJURY(Per accident) PROPERTY DAMAGE Per acmdenl UMBRELLALIAB OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS -MADE AGGREGATE DED RETENTION WORKERS COMPENSATION AND PER STATUTE OTH- EMPLOYERS' LIABILITY YIN ER L. E.EACH ACCIDENT ANY PROPRIETOR I PARTNER I EXECUTIVE OFFICERIMEMBEIR EXCLUDED? NIA E L DISEASEEAEMPLOYEE (Mentlatoryin NH) Ryes, descdba under DESCRIPTION OF OPERATIONS below E.L. DISEASE POLICY LIMIT A E&O-MPL-Primary MTP904216901 12/01/20ZI 12/01/2022 Limit $10,000,000 claims Made -include Cyber Retention $20,000,000 SIR applies per policy terns & condi ions DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORO 101. Additional Remarks Schedule, may be attached it more space Is required) Technology E&O/Professional Indemnity/Network Security/Cyber Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL ME DELIVERED IN ACCORDANCE WITH THE rJ POLICY PROVISIONS. City Of Santa Ana AUTHORIZED REPRESENTATIVE Risk Management Division 20 civic Plaza, 4th Floor Santa Ana CA 92702 USA i. /% n� cj�/ojs `� .ea+rira � Itsk"rmg^aatoiw�^ '�^..w 4 IlEvIEwED6 APPROVED ft IHd %drl rfOSCdrt 01988-2015 ACORD CDR 'IurlrayrtaMLmenoe;olwa ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 00 AGENCY CUSTOMER ID: 570000075610 LOC #: A✓ ADDITIONAL REMARKS SCHEDULE Paoe Of AGENCY Aon Risk services South, Inc. NAMED INSURED Global Payments, Inc. POLICY NUMBER see certificate Number: 570090553828 CARRIER see certificate Number: 570090553828 NAIL CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Participating insurers: Professional services Liability and Technology Services / Privacy & cyber security Liability Program December 1, 2021 to December 1, 2022 Policy Term: Primary $10M Layer : Greenwich Insurance Company - Policy No. MTP904216901 / NAIC # 22322 SIR applies per policy terms & conditions. $12.SM excess of $10M Layer : Lloyd's of London syndicate S383 Policy NO. FSCE02102312 ACORD 101 (2008/01) © 200B ACORD CORPORATIC The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 A� � LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY AGO Risk services South, Inc. NAMED INSURED Global Payments, Inc. POLICY NUMBER See Certificate Number: 570090553828 CARRIER see Certificate Number: 57009OSS3828 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, schedule of Named Insured Entities: Professional services Liability and Technology services / Privacy & cyber security Liability Program December 1, 2021 to December 1, 2022 Policy Term: schedule of Named insured Entities: Open Edge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment Systems LLC Global Payments Acquisition corporatic Global Payments Inc. Global Payments Direct, Inc. Greater Giving, Inc. Pay Pros LLC storman Software, Inc. Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational computer systems, Inc. xenial, Inc. xpient, LLC Heartland Payroll Solutions, Inc. Payroll 1, Inc. TouchNet Information Systems, Inc. Active Network Ipico Holdings (US), LL Active Network Ipico (us) Inc. Active Network, LLC Tumpforward LLC Maximum solutions, LLC HK US LLC VEPF IV AIV VII-C Corp. Georgetown Merger sub, Inc. AdvancedMD, Inc. Nuesoft Technologies Inc. AllStar Billing services, LLC SICOM Systems, Inc. Nextep Systems Inc. Mobile Bytes LLC 3PointData, Inc. Global Payments Americas Holding LLC Total system Services LLC Cayan Holdings LLC Cayan LLC Central Payment Co., LLC Central Payment Deployment, Inc. Columbus Depot Equipment Company (LLC) Columbus Productions, Inc. Pro Pay, Inc. Trans First Parent Corp. TranSFirSt Group Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. TSYS Merchant Solutions, LLC Netspend Corporation Netspend Holdings, Inc. Skylight Acquisition I, Inc. Paylease Holdings, LLC Paylease LLC zego, Inc. MineralTree, Inc. Global Payments check Recovery service Global Payments Check services, LLC Global Payments Gaming International, Global Payments Gaming services, Inc. LLC s, Inc. Inc. F ACORD 101(2008/01) 9)2008 ACORD CORPORATIc Ruk Ma,uger,nrtomfzlPide The ACORD name and logo are registered marks of ACORD ALA O CERTIFICATE OF PROPERTY INSURANCE HATE cMM/BD/YYYY) 10/15/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRO.UCER CONTACT Aon Risk Services South, Inc. Atlanta GA Office PRUNE (866) 283-7122 NC. No. Ea14 FAX (800) 363-0105 C. No.: DMaL 3550 Lenox Road NE I. Suite 1700 Atlanta GA 30325 USA - `e PRGGucER CUSTOMER Ga 570000075610 INSURERS) AFFORDING COVERAGE NAIL N INSURER INLURERA: AXIS Insurance Company 37273 9 INSURER B: TSYS Merchant solution T Global Payments Inc. & It's Subsidiaries wsuRER c: One TSYS Way C-4 Columbus GA 31901 USA INSURER D: NSUNGNE: INSURER,: COVERAGES CERTIFICATE NUMBER' 570ORTIR9g929 RFAHRmM uuuBER LOCANON OF PREMISed DESCRIPTION OF PROPERTY(Aftical RO IM,A.R....R....... Timms, ilme,a zpaae lz rzqulretll THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT MATH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. VISIT LTA TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MMMDNYYY) POLICY EXPIRATION DATE(MWDDNYW) COVERED PROPERTY LIMITS PROPERTY OF LOSS DEDUCTIBLES BUILDING PERSONAL PROPERTY BUSINESSINCOME EXIRAEXPENSE RENTAL VALUE BIANKETBUILDING BLANKET PERS PROP SLANKETBLBGBPP CAUSES BASIC BUILDING BROAD SPECIAL ON NTS EARTHQUAKE WIND FLOOD INLAND MARINE CAUSES OF LOSS NAMED PERILS TYPE OF POLICY POLICY NUMBER A X CRIME TYPE OF POLICY Chime - Primary P00100018183403 09/01/2021 09/O1/2022 X Employee odusem, D...Ne Ss oc0.000 X .310DO.WD BOILER N MACHINERY EQUIPMENT BREAKDOWN SPELWL LONOm0N5/DTHEN COVERAGES (AEONS IDI, Additional Hammes Schedule, may he "ached ll more space is humdrum CERTIFICATE HOLDER City of Santa Ana Risk Management Division 20 Civic Plaza, 4th Floor Santa Ana CA 92702 USA K W SO Z W Q V LL Of Of W U t1 CANCELLATION s< SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROWSIONS. �L- AUTHORISD REPRESENTATIVE i • t RNIMmgenmiDfvbbn RenEmrn6 MPrtw®Br. 01995-2015 ACORD CORPOR ACORD 24 (2016103) The ACORD name and logo are registered marks of ACORD rs0NN1aDaCemmlOm�laae CI ient#: 675030 G LO BAPAYM E DATE(MM/DD/YYYY) ACORDT,, CERTIFICATE OF LIABILITY INSURANCE 1 1/06/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Allison Peak NAME: Marsh & McLennan Agency LLC PHONE 706-324-6671 F IX 706-576-5607 A/C,No Ext: A/C,No 200 Brookstone Centre Pkwy E-MAIL Allison.Peak@MarshMMA.com Suite 118 INSURER(S)AFFORDING COVERAGE NAIC# Columbus, GA 31904 INSURER A:Federal Insurance Company A++XV 20281 INSURED INSURER B:ACE American Insurance Company A++XV 22667 TSYS Merchant Solutions, LLC INSURER C Attention: Devery Gauthier INSURER D 3550 Lenox Road NE, Suite 3000 INSURER E: Atlanta, GA 30326 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y 36048071 04/01/2024 04/01/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE 4 OCCUR PREMISESOEa occur°nce $1,000,000 MED EXP(Any one person) $1 U 000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO POLICY X JECT X LOC PRODUCTS-COMP/OP AGG $1,000,000 OTHER: Gen Agg Cap $100,000,000 A AUTOMOBILE LIABILITY 73614277 04/01/2024 04/01/202 COEaMBINED ccidentS INGLE LIMIT $1 e 000e 000 a X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR 79894591 04/01/2024 04/01/2025 EACH OCCURRENCE $25000000 EXCESS LIAB CLAIMS-MADE AGGREGATE s25,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 71750292 04/01/2024 04/01/2025 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE 71750293 04/01/2024 04/01/2025 E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Hired Auto 73614277 04/01/2024 04/01/2025 Actual Cash Value Physical Damage $1,000 Comp Ded. $1,000 Coll Ded. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) First Named Insured: Global Payments Inc.&It's Subsidiaries City of Santa Ana City, its officers,employees, agents,volunteers and representatives (GL)Additional Insured per form: 80-02-2367 Additional Insured Scheduled Person or Organization (GL) Primary and Noncontributory per form: 80-02-2653 Conditions Other Insurance Primary, Noncontributory Insurance Scheduled Person or Organization (See Attached Descriptions) APPROVED CERTIFICATE HOLDER CANCELLATION By Cynthia Mora at 2:56 pm, Jan 14, 2025 City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management Division ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Plaza 4th Floor Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 2 The ACORD name and logo are registered marks of ACORD #S14677713/M 13858229 J LMAP DESCRIPTIONS (Continued from Page 1) (GL)Waiver of Subrogation per form: 17-02-3080 Liability Insurance Contract (GL)30 Day Notice of Cancellation per form: 80-02-9779 Notice of Cancellation To Scheduled Persons or Organizations When We Cancel SAGITTA 25.3(2016/03) 2 of 2 #S14677713/M13858229 r— H U B B® Liability Insurance Endorsement Policy Period APRIL 1,2024 TO APRIL 1,2025 Effective Date APRIL 1,2024 Policy Number 3604-80-71 ATL Insured GLOBAL PAYMENTS INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued APRIL 3,2024 ............... ... ......... ....... . ............ ............... ........ .... ..... ...............�: :�M. .......... .......... :............... ... W........Z'.'Z'.Z0.. ............... This Endorsement applies to the following forms: GENERAL LIABILITY ....... ... Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. ........................ Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB® Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance=Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. ..............;:.:.::. ...:.::::::.:::::::.::.::.. .:.:::::::::. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 Policy Number: 3604-80-71 ATL Liability Insurance _ <> General Liability > >�.. Table Of Contents n<> > Section Page No. >`< Covera es 3 << :;a+••w++n•}:.}:.:::::.:::::::::::::.::.:::•.::.:;.} :}w.w':.v.Y:.Y:•Y:•:•YY••x•Y:•. .?:.»•:r f:.Y:•Y:•?••::•:•Y:.:.>:.}:.?:.>:.}:;;::;a}•...,h.y ...:n.,�:.......................................::.:::::::.}rr}YY:Y::Y:::::Y:::::YYY::.Y: Investigation, Defense And Settlements 4 ;;-0C•Y:•:v:{{+'•}:{4:•??}}}:;G:;•}�•?:•:•Y:•Y:4y4:•}:•Y:•}:+f.•}:•}:•}:•}:•}:•}:;•}?:•???}??:^:•i}????i?????X •Y:•Y:•}Y:•Y:•Y:•YYi}?:•}???:;;.}}}:;v:4?i?:i:;h:.}}}}}}}:•}:^:;;;4?}}}}}}YYYY:4:•Y}}Y}Y:•Y}}}}}}}}}}}}}}}}YYY:+.•}:LY};L}:•YY}}:•Y:•}:•YY:•}:4:•?r........}Fix..ffi...........................n..............................................., •}?}}}: v:::: Supplementary Payments 5 .......................... Covera e Territo 5 '3 g......................r1!..................................................................... .............. Who Is An Insured 6 �.:v}:ti•}::•}?:4:4:•}.4+}:•?:•????}YY????iiiii}i??:.........}?}Yi:•}i?}???}Y}Y}Y}Y}:vvY:Lv?i:4:•Y:•}:4:•:iF tiaw:M1 x.}}?C•Y}Y+ r p}:"iv a :,p ..••:.:......................."i•}.'i:;,.k..,....................,..................................................................4...xn4\i'}::::::::i:::t't?fAQ'+.:';<;';r}}}::::$:•`.iivn.....{n:GG/..... r?:v: Limits Of Insurance 9 ;;: ..................r...............:%•`.iti?Fdft4'.iC.i::::<si.+•:'tk•:FA:•'.;:::::;si s:S:Ft}:jk:;;:;<S;:i:SS:>::%•'.:::::%?;i . . i. i ....i rriri rrrr::2;:<f::: iiiiiiiii i iiirr irrrrriiirrrrri iiiri Bodily Injury/Property Damage Exclusions 10 Advertising Injury/Personal Injury Exclusions 14 >> :++{{{•}:•}Y:.i}i:•Y:h;{•}:h:{{•:6YY?C•Y}}w.}:•Y}:b}?}YT?Y}}}}YY}}}Yi: ���y{.'.�� .................... ::n.. ....... ............................ i+i'K.:X^�{Yiiii:+iii:<off{nM1...............................r.:......................... :::::::•::::m Medical Expenses Exclusions 15 +:ti+•??;•}}};;;}}}}:4}:4?:v}}}}}};•}:•}:•}?}}}i......?}}}}}}:.}:?}}}}}}}}}}}}}}}}?}?;};.}}}}};{i};•}:•}}}}Y:•}};;.:i;•Y:+•Y:;v4:4}i}Y}Y}Y}Y:v}:L}YYY:•Y:8Y:4:L:ry:{.?X::;4}?}}?YiY}Y}Y??Y}YY}Y}Y}YTYY?Y}Yi??:•?:0:;•}:•}:•}i}:4:i :•}ti.:.tii•}4 :•M1tiy;:y�:C< Policy Exclusions 16 >><> .,........ rrr:{::::{.}::::::.r;r:.::.»r,., ,,,..,,:•:�..::.... :.�:::�.:: ................. v�•'.S�:�i}YrY:•}YY:•i$Y:�}::i}i'?'>•+:.;r ..::•:��.'•$'v}iYYF+nQ 4•::::i::::::::::::::::::}::::::•:::�'•:ti.':::::ii i':::tiiiiiii�'i:$i{:.}:. �.A)C.r.r?t.•:. .,.,.;...........:;...:v.\. ::::: •}:•?}:•: Conditions 21 •Y:J:•Y:•Y:•Y:•:•:•Y:.}}}•.;. {;;K+.+.+..:;•YY:.Y:.Y:.YYYY:.Y:.Y:.}:{{{{•YiYYYYY.......:.::•:??::::•}:.:.::.Y:t .............. ............... ::::::::::::::. ...........:.... Definitions 25 ............... ............... ..... ........ {.}}:?i$:4iii}ii:{ii:i:i}}Yr'ri}}}YYY:{{{•Y::;;{;;+;:•v::::::ii:..............Y:r.................:::::::.v:::.Y'.fa'iin:.J.f..vnMK 1::}rr'fv::x}::.:v.Yn.::::.v:::::::::::::::::.........::::::.....::::Yi:::::::::::::::::: •.............. {tcD; :::•.•poi Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 1 ot'32 THIS PAGE INTENTIONALLY LEFT BLANK Liability Insurance Form 17-02-3080(Rev. 4-01) Contract Page 2 of 32 CH U B B® General Liability Contract Please read the entire policy carefully.The terms and conditions of this insurance include the various sections of this contract: Coverages;Investigation,Defense And Settlements; Supplementary Payments;Coverage Territory;Who Is An Insured;Limits of Insurance;Exclusions; Conditions;and Definitions,as well as the Declarations,Common Policy Conditions and any Endorsements and Schedules made a part of this insurance. Throughout this contract the words"you" and"your"refer to the Named Insured shown in the Declarations and any other persons or organizations qualifying as a Named Insured under this contract.The words"we," "us"and'bur"refer to the Company providing this insurance. In addition to the Named Insured,other persons or organizations may qualify as insureds.Those persons or organizations and the conditions under which they qualify are identified in the Who Is An Insured section of this contract. Words and phrases that appear in bold print have special meanings and are defined in the Definitions section of this contract. ..................n\\}"'#.'..?k:......................................................n.........n.......................::::::::::.::::::::::::::::::::::::::::::::TT:n:•T::::::::::::::::::::::::::nvtxxt} 'F3�:\Y::::::::::::::::::::::::::::::::::::.vw::::::: Coverages Bodily Injury And Subject to all of the terms and conditions of this insurance,we will pay damages that the insured Property Damage becomes legally obligated to pay by reason of liability imposed by law or assumed in an insured Coverage contract for bodily injury or property damage caused by an occurrence to which this coverage applies. This coverage applies only to such bodily injury or property damage that occurs during the policy period. This coverage includes bodily injury or property damage involving: • automated teller machines; • foreclosed property; • property in any trust,guardianship or estate for which you are acting in a fiduciary or representative capacity;and • property which you own and lease to others,when specific insurance,which would customarily protect your interest and which you require your lessees to carry,is non-existent, invalid,insufficient or uncollectible. Damages for bodily injury include damages claimed by a person or organization for care or loss of services resulting at any time from the bodily injury. Other than as provided under the Investigation,Defense And Settlements and Supplementary Payments sections of this contract,we have no other obligation or liability to pay sums or perform acts or services under this coverage. Advertising .:::::::......:::::::::::::::::::::::::::::::::::::::..:.::::.::: : ::::::::::: :.*....:,.....:............::::::::::::::::::::::.:::: Injury Subject to all of the terms and conditions of this insurance,we will pay damages that the insured And Personal Injury becomes legally obligated to pay by reason of liability imposed by law or assumed in an insured Coverage contract for advertising injury or personal injury to which this coverage applies. This coverage applies only to such advertising injury or personal injury caused by an offense that is first committed during the policy period. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 3 of 32 Coverages Advertising Injury This coverage includes advertising injury or personal injury involving: And Personal Injury automated teller machines; Coverage (continued) foreclosed property; • property in any trust,guardianship or estate for which you are acting in a fiduciary or representative capacity;and • property which you own and lease to others,when specific insurance,which would customarily protect your interest and which you require your lessees to carry,is non-existent, invalid,insufficient or uncollectible. Other than as provided under the Investigation,Defense And Settlements and Supplementary Payments sections of this contract,we have no other obligation or liability to pay sums or perform acts or perform acts or services under this coverage. ........................ ................................. ::::::::::: Medical Expenses Subject to all of the terms and conditions of this insurance,we will pay medical expenses for Coverage bodily injury caused by an accident to which this coverage applies: • that takes place on premises rented to or owned by you;or • in connection with your operations; provided that such: • accident occurs during the policy period; • expenses are incurred and reported to us within three(3)years of the date of the accident; and • person who sustained such bodily injury submits to examination,at our expense,by physicians of our choice as often as we reasonably require. We will make these payments regardless of fault. We have no other obligation or liability under this coverage. }:.�...xN... ....................... y :m:m::::w:::::::::::::::;;.........................."i:•}'v}}}}}}}}}}}}}}}}}}}}}}}}}}}i}}}}}}:.}:•}\t•}:•}}:ii•}::{•:i4:•}:•}}:•:'+\'•tiM1•'i•4 ri\M1•{^ ^:•}}Y.x:::•::::.}}}}} .......J.............y.:nnk non t4..fx::::::::.......:::::::::::::::::n�•:::::.::::n\n...}::::::::::::::::::::::::::: ::::::::::::::::::::::::....��. ..........M1..1.. Investigation, Subject to all of the terms and conditions of this insurance,we will have the right and duty to Defense And defend any insured against a suit,even if such suit is false,fraudulent or groundless. Settlements If such a suit is brought,we will pay reasonable attorney fees and necessary litigation expenses to defend: • the insured;and • if applicable,the indemnittee of the insured,provided the obligation to defend,or the cost of the defense of,such indemnittee has been assumed by such insured in an insured contract. Such attorney fees and litigation expenses will be paid as described in the Supplementary Payments section of this contract. We have no duty to defend any person or organization against any suit seeking damages to which this insurance does not apply. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 4 of 32 CH U B Be General Liability Investigation, We may,at our discretion,investigate any occurrence or offense and settle any claim or suit. Defense And Our duty to defend any person or organization ends when we have used up the applicable Limit Of Settlements Insurance. (continued) Supplementary Subject to all of the terms and conditions of this insurance,we will pay,with respect to a claim we Payments investigate or settle,or a suit against an insured we defend: A. the expenses we incur. B. the cost of: 1. bail bonds;or 2. bonds required to: a. appeal judgments;or b. release attachments; but only for bond amounts within the available Limit Of Insurance.We do not have to furnish these bonds. C. reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit,including actual loss of earnings up to 1,000 a day because of time off from work. D. costs taxed against the insured in the suit,except any: 1. attorney fees or litigation expenses;or 2. other loss,cost or expense; in connection with any injunction or other equitable relief. E. prejudgment interest awarded against the insured on that part of a judgment we pay.If we make an offer to pay the applicable Limit Of Insurance,we will not pay any prejudgment interest based on that period of time after the offer. F. interest on the full amount of a judgment that accrues after entry of the judgment and before we have paid,offered to pay or deposited in court the part of the judgment that is within the applicable Limit Of Insurance. Supplementary Payments does not include any fine or other penalty. These payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. ... .................ii:•iir.}:�.}'•}}}'4;:yr w:::::::::;v::;•:.vw::::::::::::::::::::::::::: :::::•�•�ativiii i}}}}}}}}}}}}}iiii i}::::::is}}:v:w::•. .....,..f.....................................uyik}v,•-••.....•......�}v::.:}};•}}}}':::::::.}•:::.}:•::.}:::::.in�}�C•:•}:•}'1.•}:•}}}}}}}}}}:4i:4:4::iiiiii}y::::::.::.w::::::::::::::::: Coverage Territory This insurance applies anywhere,provided the insured's responsibility to pay damages,to which this insurance applies,is determined in a suit on the merits brought in the United States of America (including its possessions and territories),Canada or Puerto Rico,or in a settlement to which we agree. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 5 of 32 Who Is An Insured Sole Proprietorship If you are an individual,you and your spouse are insureds;but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner. If you die: • persons or organizations having proper temporary custody of your property are insureds;but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed;and • your legal representatives are insureds;but they are insureds only with respect to their duties as your legal representatives.Such legal representatives will assume your rights and duties under this insurance. ................:....::..:::::::::::.::::::::..........:..................: :: ...........::.::::::::::::::::::::::::::: ..................%%.:......:::::::::::::::::: Partnerships Or If you are a partnership(including a limited liability partnership)or a joint venture,you are an Joint Ventures insured.Your members,your partners and their spouses are insureds;but they are insureds only with respect to the conduct of your business. .....:.........:.......:::::::::::::::::::::::::::::,:::::::::::::::::::::::.::. Limited Liability If you are a limited liability company,you are an insured.Your members and their spouses are Companies insureds;but they are insureds only with respect to the conduct of your business.Your managers are insureds;but they are insureds only with respect to their duties as your managers. Other:.Org::.anizations:::::...........::::>::If you are an or.g anization(including a professional rofess onal corporation):: :...::.;: <.::. .;:.;:.;..................................................................... other than a partnership,joint venture or limited liability company,you are an insured.Your directors and officers are insureds; but they are insureds only with respect to their duties as your directors or officers.Your stockholders and their spouses are insureds;but they are insureds only with respect to their liability as your stockholders. Employees ::::.................................::::::.Y::. ._lo ::::::::insureds,::::::......................................................... ............................................................................. p yeeS our em p yees ,are but they are insureds only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,no employee is an insured for: A. bodily injury,advertising injury or personal injury: 1. to you,to any of your directors,managers,members,officers or partners(whether or not an employee)or to any co-employee while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the brother,child,parent,sister or spouse of such injured person as a consequence of any injury described in subparagraph A.1.above;or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in subparagraphs A.1.or A.2. above. With respect to bodily injury only,this limitation does not apply to: • you or to your directors,managers,members,officers,partners or supervisors as insureds;or Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 6 of 32 CH U B B® General Liability Who Is An Insured Employees your employees, as insureds,with respect to such damages caused by cardio- (continued) pulmonary resuscitation or first aid services administered by such employee. B., property damage to any property owned,occupied or used by you or by any of your directors,managers,members,officers or partners(whether or not an employee)or by any of your employees. This limitation does not apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. volunteers :Persons who revolunteer.: : :workers f r ::: are insureds;but t h are insureds:nl..for act within are o you are ,butt they o y o s the scope of their activities for you and at your direction. Real Estate Managers Persons other than your em lo.ees or..r..anizations actin as..our real estate managers are 9 ( Y P Y )o og g Y g insureds;but they are insureds only with respect to their duties as your real estate managers. Permissive Users Of With respect t mobile equipment registered ered in name under a motor vehicle registration law:.... p o q p g st your g Mobile Equipment A. persons driving such equipment on a public road with your permission are insureds;and B. persons or organizations responsible for the conduct of such persons described in subparagraph A.above are insureds;but they are insureds only with respect to the operation of the equipment and only if no other insurance of any kind is available to them. However,no person or organization is an insured with respect to: • bodily injury to any co-employee of the person driving the equipment;or • property damage to any property owned or occupied by or loaned or rented to you,or in your charge or the charge of the employer of any person who is an insured under this provision. :. :.........................................:::::: ..................................... . X. :: : ::::: Vendors Persons ororgani ats wo are vedors ofyourproductsare insureds;butt they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your products in the regular course of their business and only if this insurance applies to the products-completed operations hazard. However,no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement.This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; • representation or warranty unauthorized by you; • physical or chemical change in your products made intentionally by the vendor; • repackaging,unless unpacked solely for the purpose of inspection,demonstration or testing, or the substitution of parts under instruction from the manufacturer and then repacked in the original container; Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 7 of 32 Who Is An Insured Vendors failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to (continued) make or normally undertakes to make in the usual course of business in connection with the distribution or sale of your products; • demonstration,installation, servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of your products;or • of your products which,after distribution or sale by you,have been labeled or relabeled or used as a container,ingredient or part of any other thing or substance by or for the vendor. Further,no person or organization from whom you have acquired your products,or any container,ingredient or part entering into,accompanying or containing your products,is an insured under this provision. ::. :::::::. ............................................................................................................................................................................................................................... Lessors Of Equipment Persons or organizations from whom you lease equipment are insureds;but they are insureds only with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence;or • occurrence that occurs,or offense that is committed,after the equipment lease ends. . ::::::................................................................................................. Lessors 0 .......................................................................................................................................................... f Premises Persons or organizations from whom you lease premises are insureds;but they are insureds only with respect to the ownership,maintenance or use of that particular part of such premises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; • occurrence that occurs,or offense that is committed,after you cease to be a tenant in the premises;or • structural alteration,new construction or demolition operations performed by or on behalf of them. ::............................................................................................................................................... Subsidiary Or Newly If there is no other insurance available,the following organizations will qualify as named insureds: Acquired Or Formed Organizations a subsidiary organization of the first named insured shown in the Declarations of which,at the beginning of the policy period and at the time of loss,such first named insured controls, either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization;or • a subsidiary organization of the first named insured shown in the Declarations that,such first named insured acquires or forms during the policy period,if at the time of loss such first named insured controls,either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 8 of 32 C H U B B® General Liability Who Is An Insured (continued) Limitations On Who A. Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Is An Insured Organizations provision above,no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership,maintenance or use of any assets;or 2. conduct of any person or organization whose assets,business or organization; you acquire,either directly or indirectly,for any: • bodily injury or property damage that occurred;or • advertising injury or personal injury arising out of an offense first committed; in whole or in part,before you,directly or indirectly,acquired such assets,business or organization. oa...........:: fx .,..................... Limits Of Insurance The Limits Of Insurance shown in the Declarations and the rules below fix the most we will pay, regardless of the number of: • insureds; • claims made or suits brought;or • persons or organizations making claims or bringing suits. The Limits Of Insurance apply separately to each consecutive annual period and to any remaining period of less than twelve(12)months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than twelve(12)months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits Of Insurance. ........... ......:.:..::.:.:.:..............:..:..:..:::::::.:................................................................ ......... ............................................................................ General Aggregate Limit Subject to the Each Occurrence Limit,the General Aggregate Limit is the most we will pay for the sum of: • damages for bodily injury and property damage,except damages included in the products-completed operations hazard;and • medical expenses. ................................................................................................................................................................... Products-Completed Subject to the Each Occurrence Limit,the Products-Completed Operations Aggregate Limit is the Operations Aggregate most we will pay for the sum of damages for bodily injury and property damage included in the Limit products-completed operations hazard. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 9 of 32 Limits Of Insurance (continued) Advertising Injury And The Advertising Injury And Personal Injury Aggregate Limit is the most we will pay for the sum of Personal Injury damages for advertising injury and personal injury. Aggregate Limit .................... ... . .::.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:.:."..:.:.:.:.:.:.:.:.:.....................'-'................- :.,:::::: .......... ........ .................................... ....... ........................................... ......................... ........ ........... ::::::..................:.;:.;:;The .................... ....... ....................................... Each Occurrence Limit The Each Occurrence Limit is the most we will pay for the sum of: • damages for bodily injury and property damage;and • medical expenses; arising out of any one occurrence. Any amount paid for damages or medical expenses will reduce the amount of the applicable aggregate limit available for any other payment. If the applicable aggregate limit has been reduced to an amount that is less than the Each Occurrence Limit,the remaining amount of such aggregate limit is the most that will be available for any other payment. ............. ......................... .................. ................ ....... .............. .:.......:.*,..**",........................... Damage To Premises Subject tote Each Occurrence Limit,the Damage To Premises Rented To You Limit is the most Rented To You Limit we will pay for the sum of damages for property damage to any one premises while rented to you or temporarily occupied by you with permission of the owner. .. .......................................... ............ ....... ........... ... .. ............. ................ .... ........................ .. ... ................................................... .. ............. .... ........ .................. ................. .......................................... ........... .............................................................. Medical Expenses Limit Subject to the Each Occurrence Limit,the Medical Expenses Limit is the most we will pay for the sum of medical expenses,under Medical Expenses coverage,for bodily injury sustained by any one person. .::::.............• ... ................ .......... .... . ........... ................. .. .. ... . . . ..... ... ......... Bodily Injury/Property None of the following exclusions,except"Contracts", Expected or Intended Injury" and"Loss In Damage Exclusions Progress",apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. Aircraft, Autos Or This insurance does not apply to bodily injury or property damage arising out of the ownership, Watercraft maintenance,use(use includes operation and loading or unloading)or entrustment to others of any: • aircraft; • auto;or • Watercraft; owned or operated by or loaned or rented to any insured. This exclusion does not apply to: A. a watercraft while ashore on premises owned by or rented to you; B. a watercraft you do not own,provided that it: 1. is less than fifty-five(55)feet long;and 2. does not transport persons or cargo for a charge; Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 10 of 32 CH U B BeGeneral Liability Bodily Injury/Property Damage Exclusions Aircraft, Autos Or C. the parking of an auto on premises owned by or rented to you,provided the auto is not Watercraft owned by or loaned or rented to you or the insured; (continued) D. the liability for damages assumed in an insured contract resulting from the ownership, maintenance or use,by others,of an aircraft or watercraft; E. the operation of the equipment described in subparagraphs F.2.or F.3.of the definition of mobile equipment;or F. an aircraft you do not own,provided that: 1. the pilot in command holds a currently effective certificate,issued by the duly constituted authority of the United States of America or Canada,designating that person as a commercial or airline transport pilot; 2. it is rented with a trained,paid crew;and 3. it does not transport persons or cargo for a charge. :::::: � � : .....::. ............ . � : ........... Alcoholic This does apply to ...................................................................................................... injury or property damage for which any insured may be Type Businesses held liable by reason of: • causing or contributing to the intoxication of any person; • furnishing alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or • any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing,selling,serving or furnishing alcoholic beverages. Contracts:::::....................................::::::.This insuraneri1bod:•;:•;:.:......................................................................................................:. ................. c does of apply to bodily injury or property damage for which the insured is obligated to pay damages by reason of assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages: • that such insured would have in the absence of such contract or agreement;or • assumed in an oral or written contract or agreement that is an insured contract,provided the bodily injury or property damage,to which this insurance applies,occurs after the execution of such contract or agreement. Damage To Alienated This insurance does not apply to property damage to any premises you sell,give away or abandon, Premises if the property damage arises out of any part of those premises. This exclusion does not apply if the premises are your work and were never occupied,rented or held for rental by you. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 11 of 32 Bodily Injury/Property Damage Exclusions (continued) Damage To Impaired This insurance does not apply to property damage to: Property Or Property Not impaired property;or Physically Injured • • property that has not been physically injured; arising out of any: • defect,deficiency,inadequacy or dangerous condition in your product or your work;or • delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms and conditions. This exclusion does not apply to the loss of use of other tangible property resulting from sudden and accidental physical injury to your product or your work after it has been put to its intended use. Damagen This insurance does not apply to property damage to any property owned by you. Property Damage :::::............................................................................................................................................................................................................................................... ......................................:.::.:::::::.::::::::::::::::::::::::::::::::::::::::::::::::::.:......... ::::::::::.::::::::::::::::::::::::::::::::::::::::::::::. g Various This insurance does not apply to property damage to any: Property Of Others personal property loaned or rented to you; (Care, Control Or Custody) property held by you or on your behalf for sale or entrusted to you for safekeeping or storage; • property on your premises for purposes of performing operations on such property by you or on your behalf; • tools or equipment used by you or on your behalf in performing operations;or • property in your care,control or custody that will be erected,installed or used in construction operations by you or on your behalf. This exclusion does not apply to the liability for damages assumed in a sidetrack agreement. ..................... ::::........................................................................... Damage ..................................................................................................................................................................... To Your Product This insurance does not apply to property damage to your product arising out of it or any part of it. Damage To Work This ....................... : ; ....;rk a:.::.::.::;:.>;;:::.>::.>:.::.;:;.::::.::.;:.;:.;:.:<.;:.;:.;:.;:.;:.;:.::.::......:.:::.. g insurance does not apply to property damage to your worising out of it or any part of it and included in the products-completed operations hazard. This exclusion does not apply if the damaged work or the work causing the damage was performed on your behalf by a subcontractor. ::: ......,::::.�:::::: ...................................................................................................................................................... .................. .................................................................. Employers Liability A. This insurance does not apply to bodily injury to an employee of the insured arising out of and in the course of: 1. employment by the insured;or 2. performing duties related to the conduct of the insured's business. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 12 of 32 C H U B B® General Liability Bodily Injury/Property Damage Exclusions Employer's Liability B. This insurance does not apply to bodily injury to the brother,child,parent,sister or spouse (continued) of such employee as a consequence of any injury described in paragraph A. above. This exclusion applies: • whether the insured may be liable as an employer or in any other capacity;and • to any obligation to share damages with or repay someone else who must pay damages because of any injury described in paragraphs A.or B. above. This exclusion does not apply to the liability for damages assumed by the insured in an insured contract. ::. .............. ;;:.;;:.::.;:.;:.: :.;:.;:.;..........;;:.;;:< .:.; Ex :.;;:....................................................................................................................... pected Or Intended This insuranc n bodily e does of apply to ily injury or property damage arising out of an act that: Injury is intended by the insured;or would be expected from the standpoint of a reasonable person in the circumstances of the insured; to cause bodily injury or property damage,even if the actual bodily injury or property damage is of a different degree or type than intended or expected. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or tangible property. ;::.Loss In.PrO:.:reSS:::::..................:::::::This insurce:.;:.ri.;:.;:.;:.........::.;:.;:>bodil:..:injury :.;;�u r ;.: dama;:.e.;:.nri;;;:.;:.................................... g insurance dos of apply to y nj ry o property g that is a change,continuation or resumption of any bodily injury or property damage known by you,prior to the beginning of the policy period,to have occurred. Bodily injury or property damage will be deemed to be known to you: A. if such injury or damage is known by,or should have been known from the standpoint of a reasonable person in the circumstances of: 1. you; 2. any of your directors,managers,members,officers(or their designees)or partners (whether or not an employee);and B. when any person described in paragraph A. above: 1. reports all,or any part,of any such injury or damage to us or any other insurer; 2. receives a claim or a demand for damages because of any such injury or damage;or 3. becomes aware that any such injury or damage has occurred or has begun to occur. Mobile E::ui::.ment:::: This insurance does to bodily;:injury r;;: .. ;. dama:>erisinout.of the Equipment o o apply to injury property g ars you Transportation transportation of mobile equipment by an auto owned or operated by or loaned or rented to any insured. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 13 of 32 Advertising Injury/ Personal Injury Exclusions Breach Of Contract This insurance does not apply to advertising injury or personal injury arising out of breach of contract. ......................... ........................... ......... ... ................................. ......... .......................................X.X.X-:-:-:-:-:..................... ............ . .................................. .................... ........ .. ................... ....... ....... ... ................. Continuin .g Offenses This insurance does not apply to advertising injury or personal injury that arises out of that part of an offense that continues or resumes after the later of the end of the policy period of: A. this insurance;or B. a subsequent,continuous renewal or replacement of this insurance,that: 1. is issued to you by us or by an affiliate of ours; 2. remains in force while the offense continues;and 3. would otherwise apply to advertising injury and personal injury. ......................... . ................................. ........................................... ............. Contracts This insurance does not apply to advertising injury or personal injury for which the insured is obligated to pay damages by reason of assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages: • that such insured would have in the absence of such contract or agreement;or • assumed in a written contract or agreement that is an insured contract,provided the advertising injury or personal injury,to which this insurance applies,is caused by an offense first committed after the execution of such contract or agreement. ...................... ....... ................ .....crime Or ............................................ ........ .... ........................................................ ....... ........................................ ... Fraud This insurance does not apply to advertising injury or personal injury arising out of any criminal or fraudulent conduct committed by or with the consent or knowledge of the insured. ............................ .................................... ............. ......... *,*,*,*,*",*,*",,"':.'*..:.:..:.:.:..,.:.:.:.:.:.................................................. . .:. ........ ........ ........ .............. ................ ..... .................................................... ........ ....... ........ ............ ........ ........ Expected Or ............................................ This insurance does not apply to advertising injury or personal injury arising out of an offense, Intended Injury committed by or on behalf of the insured,that: • is intended by such insured;or • would be expected from the standpoint of a reasonable person in the circumstances of such insured; to cause injury. ................. ...... ......................................*-'-*........................ ......... . ...... .....................*'***...........................****.............. .......... .......... ...... Failure To Conform To This insurance does not apply to advertising injury or personal injury arising out of the failure of Representations Or goods,products or services to conform with any electronic,oral,written or other representation or Warranties warranty of durability,fitness,performance,quality or use. ............................. ...... ............................................................................... .......... ................................... ....................... ............... .......................... ................................. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 14 of 32 CH U B B® General Liability Advertising Injury/ Personal Injury Exclusions (continued) Internet Activities This insurance does not apply to advertising injury or personal injury arising out of: • controlling,creating,designing or developing of another's Internet site: • controlling,creating,designing,developing,determining or providing the content or material of another's Internet site; • controlling,facilitating or providing,or failing to control,facilitate or provide,access to the Internet or another's Internet site;or • publication of content or material on or from the Internet,other than content or material developed by you or at your direction. Media e BusiThi<.;; ;:..................................................................................................................................................................................... yp Businesses s insurance does not apply to advertising injury or personal injury arising out of an offense committed by or on behalf of an insured whose business is advertising,broadcasting,cablecasting, publishing,telecasting or telemarketing. This exclusion does not apply to personal injury caused by an offense described in subparagraphs A.,B.or C.of the definition of personal injury. :::::.......................... Prior Offenses This :.;:.;:............................................................................................::< ............................................................................................ .......................................................... insurance does not apply to advertising injury or personal injury arising out of any offense first committed before the beginning of the policy period. Publications With.... ..................::::::Thi::: ........................................................................................................................................................................................... s insurance does not apply to advertising injury or personal injury arising out of any Knowledge Of Falsity electronic,oral,written or other publication of content or material by or with the consent of the insured: • with knowledge of its falsity;or • if a.reasonable person in the circumstances of such insured would have known such content or material to be false. ..Wron:::.Descri..tion:.......:.:.......:.::.::Thi;;:in;;:.;:r.;:.:;:......................................................................................................................... ................................................................... g p s insurance does not apply to advertising injury or personal injury arising out of the wrong Prices description of the price of goods,products or services. Medical Expenses Exclusions Athletic Activities This insurance does not apply to medical expenses arising out of bodily injury to any person injured while taking part in athletics. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 15 of 32 Medical Expenses Exclusions (continued) Injury To Insureds This insurance does not apply to medical expenses arising out of bodily injury to any insured, except a volunteer worker. ...................... ......... ................................X.........:*.....................".:::.*, X: .............. ................. .............. Nuclear Energy This insurance does not apply to medical expenses arising out of bodily injury in any way related to the: • nuclear hazardous properties of nuclear material;and • operation of a nuclear facility by any person or organization. .. ............................................ ............ ...... ...... ............ .......... ........................................... ....... Products-Completed This insurance does not apply to medical expenses arising out of bodily injury included in the Operations Hazard products-completed operations hazard. .......... ......... ... ...........................xxxxxxxx"...................... . ...........................................:........................................................................................................................................................................................................... ................................................... ......... . ............... Workers Compensation This insurance does not apply to medical expenses arising out of bodily injury to any person, Or Similar Laws whether or not an employee of any insured,if benefits for such bodily injury are payable or must be provided under any workers'compensation,disability benefits or unemployment compensation law or any similar law. ................................. -Z.................... ....... ....... IX X ......... . ................ .. ......... ..... .. Policy Exclusions Asbestos A. This insurance does not apply to bodily injury,property damage,advertising injury or personal injury arising out of the actual,alleged or threatened contaminative,pathogenic, toxic or other hazardous properties of asbestos. B. This insurance does not apply to any loss,cost or expense arising out of any: 1. request,demand,order or regulatory or statutory requirement that any insured or others test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of asbestos;or 2. claim or proceeding by or on behalf of a governmental authority or others for damages because of testing for,monitoring,cleaning up,removing,containing,treating, detoxifying or neutralizing,or in any way responding to,or assessing the effects of asbestos. ............................... ... ........................... ..................::................................... Employment-Related A. This insurance does not apply to any damages sustained at any time by any person,whether Practices or not sustained in the course of employment by any insured,arising out of any employment-related act,omission,policy,practice or representation directed at such person, occurring in whole or in part at any time,including any: 1. arrest,detention or imprisonment; 2. breach of any express or implied covenant; 3. coercion,criticism,humiliation,prosecution or retaliation; 4. defamation or disparagement; Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 16 of 32 C H U B B® General Liability Policy Exclusions Employment-Related 5. demotion,discipline,evaluation or reassignment; Practices 6. discrimination,harassment or segregation; (continued) 7. a. eviction;or b. invasion or other violation of any right of occupancy; 8. failure or refusal to advance,compensate,employ or promote; 9. invasion or other violation of any right of privacy or publicity; 10. termination of employment;or 11. other employment-related act,omission,policy,practice,representation or relationship in connection with any insured at any time. B. This insurance does not apply to any damages sustained at any time by the brother,child, parent,sister or spouse of such person at whom any employment-related act,omission, policy,practice or representation is directed,as described in paragraph A.above,as a consequence thereof. This exclusion applies: • whether the insured may be liable as an employer or in any other capacity;and • to any obligation to share damages with or repay someone else who must pay damages because of any of the foregoing. Enhancement,:::::...............................::::::Thi..in::::r::::::............................................................................................................................................................................... ............................................................................................................................................................................... nt, s insurance does not apply to any loss,cost or expense incurred by you or others for any: Maintenance Or A. enhancement or maintenance of any property;or Prevention Expenses B. prevention of any injury or damage to any: 1. person or organization;or 2. property you own,rent or occupy. :.Financial Instruments:::::........:::::: :::rir:;.;:.............................................................................. Thi .................................................................................................. s insurance does not apply to loss of use of financial instruments that have not been physically injured. �Insurance�And e;:.>:................................................................................................................................................................................................................................. R lated Thisinsurance . ......................................................................................... su ance does not apply to bodily injury,property damage,advertising injury,or Operations personal injury arising out of,or directly or indirectly related to: A. any obligation assumed by any insured or the failure to discharge,or the improper discharge of,any obligation or duty,contractual or otherwise,with respect to any: 1. contract or treaty of insurance,self-insurance,reinsurance or suretyship; 2. annuity; 3. endowment;or 4. benefit plan, including any applications,endorsements,amendments,receipts,or binders; Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 17 of 32 Policy Exclusions Insurance And Related B. membership or participation in,contribution to,or management of any plan,pool, Operations association,insolvency or guarantee fund,or any other similar fund,organization or (continued) association,whether voluntary or involuntary;or C. advising,reporting or making recommendations,or the failure to do any of the foregoing,in the insured's capacity as an insurance company,insurance broker or agent,insurance consultant or insurance representative. Intellectual.P:o::::::............................................................................................................................................................................................................................................... .......................................................................................................................................... Property This insurance does not apply to any actual or alleged bodily injury,property damage, Laws Or Rights advertising injury or personal injury arising out of,giving rise to or in any way related to any actual or alleged: • assertion;or • infringement or violation; by any person or organization(including any insured)of any intellectual property law or right, regardless of whether this insurance would otherwise apply to all or part of any such actual or alleged injury or damage in the absence of any such actual or alleged assertion,infringement or violation. This exclusion applies,unless such injury: • is caused by an offense described in the definition of advertising injury;and • does not arise out of,give rise to or in any way relate to any actual or alleged assertion, infringement or violation of any intellectual property law or right,other than one described in the definition of advertising injury. NuclearEnergy:::::......................................................................................... .................................................................................................................................................. . ............................................................................................................................... gy A. This insurance does not apply to bodily injury,nuclear property damage,advertising injury or personal injury: 1. with respect to which any insured under this policy also has status as an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association,Mutual Atomic Energy Liability Underwriters,Nuclear Insurance Association of Canada or any of their successors,or would have had status as an insured under any such policy but for its termination upon exhaustion of its limit of insurance;or 2. arising out of the nuclear hazardous properties of nuclear material and with respect to which: a. any person or organization is required to maintain financial protection pursuant to the United States of America Atomic Energy Act of 1954,or any law amendatory thereof;or b. the insured is,or had this policy not been issued would be,entitled to indemnity from the United States of America,or any agency thereof,under any agreement entered into by the United States of America,or any agency thereof, with any person or organization. B. This insurance does not apply to bodily injury,nuclear property damage,advertising injury or personal injury arising out of the nuclear hazardous properties of nuclear material: Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 18 of 32 C H U B B® General Liability Policy Exclusions Nuclear Energy 1. if the nuclear material: (continued) a. is at any nuclear facility owned by,or operated by or on behalf of,any insured; b. has been discharged or dispersed therefrom;or C. is contained in nuclear spent fuel or nuclear waste at any time transported, handled,stored,disposed of,processed,treated,possessed or used by or on behalf of any insured;or 2. in any way related to the furnishing by any insured of services,materials,parts or equipment in connection with the planning,construction,maintenance,operation or use of any nuclear facility.But if such facility is located within the United States of America(including its possessions or territories)or Canada,this subparagraph 2. applies only to nuclear property damage to such nuclear facility and any property thereat. Pollution . xxxxxxxxx::............... .:::::::A:.:::::::.Thi_:: ::::;.:,.................................................................. ....................... ..................................................................................................... s insurance does not apply to bodily injury,property damage,advertising injury or personal injury arising out of the actual,alleged or threatened discharge,dispersal,seepage, migration,release or escape of pollutants: 1, at or from any premises,site or location which is or was at any time owned or occupied by,or loaned or rented to,any insured; 2. at or from any premises,site or location to which any insured has perfected their right to possession,or which was at any time acquired by foreclosure,repossession or deed in lieu of foreclosure by any insured; 3. at or from any premises in any trust,guardianship or estate for which any insured is currently,or did act in a fiduciary or representative capacity; 4. at or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage,disposal,processing or treatment of waste; 5. which are or were at any time transported,handled,stored,disposed of,processed or treated as waste by or for any: a. insured;or b. person or organization for whom any insured may be legally responsible;or 6. at or from any premises,site or location on which any insured or any contractor or subcontractor working directly or indirectly on any insured's behalf is performing operations,if the: a. pollutants are brought on or to the premises,site or location in connection with such operations by such insured,contractor or subcontractor;or b. operations are to test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of pollutants. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 19 of 32 Policy Exclusions Pollution Subparagraph A.6.a. above does not apply to bodily injury or property damage caused by (continued) the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of mobile equipment or its parts,if such operating fluids escape directly from that particular part of such mobile equipment designed by its manufacturer to hold,store or receive them.But,this exception does not apply if such bodily injury or property damage arises out of any discharge,dispersal,seepage,migration,release or escape of pollutants,that: • was intended by the insured; • would have been expected from the standpoint of a reasonable person in the circumstances of the insured; • was a necessary part of operations performed by any insured,contractor or subcontractor;or • occurred during the process of fueling the mobile equipment or changing or replenishing any operating fluid. Subparagraph A.6.a. above does not apply to bodily injury or property damage if sustained within a building and caused by the release of gaseous irritants or contaminants from materials brought into that building,in connection with the operations being performed by you or on your behalf by the contractor or subcontractor. Subparagraph A.1. above does not apply to bodily injury if sustained within a building and caused by the escape of gaseous irritants or contaminants from equipment used to heat that building. Subparagraphs A.1. and A.6.a.above do not apply to bodily injury or property damage caused by heat,smoke or fumes from a hostile fire. B. This insurance does not apply to any loss,cost or expense arising out of any: 1. request,demand,order or regulatory or statutory requirement that any insured or others test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of pollutants;or 2. claim or proceeding by or on behalf of a governmental authority or others for damages because of testing for,monitoring,cleaning up,removing,containing,treating, detoxifying or neutralizing,or in any way responding to,or assessing the effects of pollutants. Paragraph B. above does not apply to the liability for damages,for property damage,that the insured would have in the absence of such request,demand,order or regulatory or statutory requirement,or such claim or proceeding by or on behalf of a governmental authority. This exclusion does not apply to the liability for damages,for property damage,to premises while rented to you or temporarily occupied by you with permission of the owner and caused by a hostile fire,explosion,smoke or leakage from fire protective equipment. This exclusion applies regardless of whether or not the pollution was accidental,expected,gradual, intended,preventable or sudden. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 20 of 32 . C H U B B® General Liability Policy Exclusions (continued) r Recall Of Products, Work This insurance does not apply to any damages claimed for any loss,cost or expense incurred by you Or Impaired Property or others for the loss of use,withdrawal,recall,inspection,repair,replacement,adjustment, removal or disposal of: • your product; • your work;or • impaired property; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,deficiency,inadequacy or dangerous condition in it. .:::::..................................................................................................................................................................................................................................................... P....................................................................................PP.y...........Y........:g ::::::::::::::::::::.:::::::::::Y.:::::::::::::::::::::::::::.P::::::::::::::::::::::::. Workers Com ensation This insurance does not a 1 to an obli ation of the insured under an workers'compensation, Or Similar Laws disability benefits or unemployment compensation law or any similar law. :..:.......,..............................::..,.... v :::::::::::. ::::::::::......................:::::::::: c.,., ,............................................. ...........,,........,.... Conditions Arbitration We are entitled to exercise all of the insured's rights in the choice of arbitrators and in the conduct of any arbitration proceeding,except when the proceeding is between us and the insured. :......:........................::::::::::::::::::::::::::::::::::::.::.::: :.:::: ...........................::::::::. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. ........................:.:::.:::::::::::::::.......... ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::.::::::::.:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::.::::::::::::::::::::::::::::::::::::::::::::.:::::::::::::::::::::::::::.::::. Disclosures And We have issued this insurance: Representations based upon representations you made to us;and in reliance upon your representations. Unintentional failure of an employee of the insured to disclose a hazard or other material information will not violate this condition,unless an officer(whether or not an employee)of any insured or an officer's designee knows about such hazard or other material information. :.Duties In The Eve:::::.0 A. You mu ee.;tlrinri:: � ;:.:;:.:.........................................................;:.;;;:1;::;::.......................... Event f must s o t that we and an other insurers are notified as soon as practicable of an Occurrence, Offense, occurrence or offense that may result in a claim,if the claim may involve us or such other Claim Or Suit insurers.To the extent possible,notice should include: 1. how,when and where the occurrence or offense happened; 2. the names and addresses of any injured persons and witnesses;and 3. the nature and location of any injury or damage arising out of the occurrence or offense. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 21 of 32 Conditions Duties In The Event Of B. If a claim is made or suit is brought against any insured,you must: Occurrence, Offense, 1. immediately record the specifics of the claim or suit and the date received; Claim Or Suit (continued) 2. notify us and other insurers as soon as practicable;and 3. see to it that we receive written notice of the claim or suit as soon as practicable. C. You and any other involved insured must: 1. immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or suit; 2. authorize us to obtain records and other information; 3. cooperate with us and other insurers in the: a. investigation or settlement of the claim;or b. defense against the suit;and 4. assist us,upon our request,in the enforcement of any right against any person or organization that may be'liable to the insured because of loss to which this insurance may also apply. D. No insureds will,except at that insured's own cost,make any payment,assume any obligation or incur any expense,other than for first aid,without our consent. E. Notice given by or on behalf of: 1. the insured; 2. the injured person;or 3. any other claimant; to a licensed agent of ours with particulars sufficient to identify the insured shall be deemed notice to us. F. Knowledge of an occurrence or offense by an agent or employee of the insured will not constitute knowledge by the insured,unless an officer(whether or not an employee)of any insured or an officer's designee knows about such occurrence or offense. G. Failure of an agent or employee of the insured,other than an officer(whether or not an employee)of any insured or an officer's designee,to notify us of an occurrence or offense that such person knows about will not affect the insurance afforded to you. H. If a claim or loss does not reasonably appear to involve this insurance,but it later develops into a claim or loss to which this insurance applies,the failure to report it to us will not violate this condition,provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such claim or loss. Legal Action Against Us No person or organization has a right under this insurance to: • join us as a party or otherwise bring us into a suit seeking damages from an insured;or • sue us on this insurance unless all of the terms and conditions of this insurance have been fully complied with. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 22 of 32 CH U B B® General Liability Conditions Legal Action Against Us A person or organization may sue us to recover on an agreed settlement or on a final judgment (continued) against an insured obtained after an actual: • trial in a civil proceeding;or • arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. .................... OthefInSU:a:::Ce::::::....................::::::. vali other If. rir�.ri.:::::.:::::::::., ri:::insu:: :::::.....................:.�:::.:::::::ri:::::::�::::............ r n d and co llect bl e i su a ce s available tote rea for loss we would of erw se cover under this insurance,our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any other insurance,whether primary,excess,contingent or on any other basis: A. that is Fire,Extended Coverage,Builder's Risk,Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft,autos or watercraft(to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); D. that is insurance: 1. provided to you by any person or organization working under contract or agreement for you;or 2. under which you are included as an insured;or E. that is insurance under any Property section of this policy. When this insurance is excess,we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such suit.If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of loss,if any,that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance;and • of all deductible and self-insured amounts under all other insurance. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 23 of 32 Conditions Other Insurance We will share the remaining loss,if any,with any other insurance that is not described in this (continued) Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Premium Audit::::........................::::::We will compute all premiums in;:.;:.;;:.or:.;:.;a.::;.:.:.;:.i n:.;:.;:.:.......................................................... p p ms o this insurance accordance ce with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary,premiums shown with an asterisk(*)are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary,premiums may be designated as estimated premiums elsewhere in this policy.In that case,these premiums will also be subject to audit,and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. : . ......................::. : .. :: . .. . . ............ . ..... ................................. ....................................................... Separation Of Insureds Except with respect to the s Of Insurance,and any rights or duties specifically assigned in this insurance to the first named insured,this insurance applies: • as if each named insured were the only named insured;and • separately to each insured against whom claim is made or suit is brought. ................................................................................................................................................................................................................::n..;;;:.... . ............................................... ...............................................................................................................g........................ry.:...........:.::::::::::::::::::::::::.::::::::::::::::: b .;:.;;:.;:::::::: ::::.: :: Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insuredss rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. .........•i'8:'•i:•i:•i:•is iii}i}}}iiii:J::•ii:•i'•i'•i:• ..n.................................v.{{.;{.i:•i}}i:•;};:•riri•:•+ctk •i:4:•:•i'•i'+}++i'�i•i i4:•i:•ii:4:4};.};.;i'{::•:::::::•:::}i}}}}}ii?;.v::::::::::w::.:i:•i}}}i}}}i}}}}i}i ...........:.t...........................:.:...A+.n.................,.,......................:..........n..................................................1.v.n��hCY.iC......nn\n+nn..................:.:::::::::::::n............v:::::::::::::::::.:................. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 24 of 32 C H U B Be General Liability Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Advertisement Advertisement means an electronic,oral,written or other notice,about goods,products or services, designed for the specific purpose of attracting the general public or a specific market segment to use such goods,products or services. Advertisement does not include any e-mail address,Internet domain name or other electronic address or metalanguage. Advertisin 'n..0::::.........................:::.Advertisin:::::.................... ......................................................................................................................................................... g Injury g injury means injury,other than bodily injury,property damage or personal injury, sustained by a person or organization and caused by an offense of infringing,in that particular part of your advertisement about your goods,products or services,upon their: • copyrighted advertisement;or • registered collective mark,registered service mark or other registered trademarked name, slogan,symbol or title. .:A�::.reed Settlement A .............................................. : �::::........................................................................................................................................................................... Q greed settlement m eans a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. :::::......................................... XX ........................................................................................................................................................................................................................... .. ............................. ...... ...................................::XX ......:. .:.. :.P:.:..::.:.:.:::::::.:.:.:::. Asbestos Asbestos means asbestos in any form,including presence resence or use in an alloy.:,by roduct or other material or waste.Waste includes material to be recycled,reconditioned or reclaimed. Auto:::::................................................::::::.Auto.. :::::.................................................................................................................................................................................... means a land motor vehicle,trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment.But auto does not include mobile equipment. ............................................ :......::::::::::::::.....::::::.......................................................::.::................................................................................. Bodily Injury Bodily injury means physical: • injury; • sickness;or • disease; sustained by a person,including resulting death,humiliation,mental anguish,mental injury or shock at any time.All such loss shall be deemed to occur at the time of the physical injury,sickness or disease that caused it. Customer ................: Customer:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::.::.::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: means a person,corporation,partnership or other entity which: • is applying for,or requesting,your products or services; • has applied for,or has requested,your products or services; • is presently using your products or services;or • has used your products or services, Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 25 of 32 Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Customer and who makes a claim or brings a suit which arises out of,or is directly or indirectly related to, (continued) any of the above. ..... . ........................................::::::. ::. .:: .. .::::::::............................................................................................................................................ Employee .............................. . E plo yee lri cl udes a leased worker.Employee does not include a temporary worker. Financial Instruments Financial instruments means: • currency,coins,bank notes,and bullion; • travelers checks,registered checks,food stamps,and money orders held for sale to the public; • all negotiable and non-negotiable instruments or contracts that represent either money or other property held by you in any capacity; • revenue and other stamps in current use,tickets and tokens; • property of others that you hold as a pledge or as collateral for a loan; • commodities,jewelry,precious and semi-precious stones and precious metals in any form; • insurance policies;and • certificates of origin or title,deeds,mortgages and abstracts of title. Foreclosed Property Foreclosed property means property to which you have perfected your right to possession,or to which you have been given the deed or title,because the property was security for a loan you owned or serviced and there was a default on that loan. Hostile Fire Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. Impaired Property:. :.:::...................................................................................................................................................................................................................................... p Impaired property means tangible property,other than your product or your work,that cannot be used or is less useful because: • it incorporates your product or your work that is known or thought to be defective, deficient,inadequate or dangerous;or • you have failed to fulfill the terms or conditions of a contract or agreement; if such property can be restored to use by: • the repair,replacement,adjustment or removal of your product or your work;or • your fulfilling the terms or conditions of the contract or agreement. Insured::::........................................................ ......................................................................................................................................................................................................... ....... ......................................................................................... Insured means a person or an organization qualifying as an insured in the Who Is An Insured section of this contract. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 26 of 32 CH U B B® General Liability Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Insured Contract Insured contract: A. means: 1. a lease of premises; 2. a sidetrack agreement; 3. an easement or license agreement; 4. an obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; 5. an elevator maintenance agreement;or 6. any other contract or agreement pertaining to your business(including an indemnification of a municipality in connection with work performed for such municipality)in which you assume the tort liability of another person or organization to pay damages,to which this insurance applies,sustained by a third person or organization. B. does not include that part of any contract or agreement that indemnifies an architect, engineer or surveyor for damages arising out of: 1. preparing,approving or failing to prepare or approve maps,drawings,opinions, reports,surveys,field orders,change orders,designs or specifications;or 2. giving directions or instructions,or failing to give them. Intellectual.P:.o e:::::...................::::::Intellectua. .............................................................................................................................................................................. r p rty Law 1 property law or right means any: Or Right certification mark,copyright,patent or trademark(including collective or service marks); right to,or judicial or statutory law recognizing an interest in,any trade secret or confidential or proprietary non-personal information; • other right to,or judicial or statutory law recognizing an interest in,any expression,idea, likeness,name,slogan, style of doing business,symbol,title,trade dress or other intellectual property;or • other judicial or statutory law concerning piracy,unfair competition or other similar practices. Leased Worker':.:......................:::::::Leased worke::::::...................................................................................................................................................................... r means a person leased to a party by a labor leasing firm,in a contract or agreement between such party and the labor leasing firm,to perform duties related to the conduct of the party's business.Leased worker does not include a temporary worker. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 27 of 32 Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Loading Or Unloading Loading or unloading: A. means the handling of property: 1. after it is moved from the place where it is accepted for movement into or onto an aircraft,auto or watercraft; 2. while it is in or on an aircraft,auto or watercraft;or 3. while it is being moved from an aircraft,auto or watercraft to the place where it is finally delivered. B. does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft,auto or watercraft. Medical Expenses ................:::: Medical�ezeases:�:.:;.;n.;:;s ;;:.;:.;............................................................................................................................................. p p ea reasonable expenses for necessary: • first aid administered at the time of an accident; • medical,surgical,x-ray and dental services,including prosthetic devices;and • ambulance,hospital,professional nursing and funeral services. . .........:::::......................................... . ........................................................................................................................................................................................................... Mobile Equipment Mobile equipment means any of the following types of land vehicles,including any attached machinery or equipment: A. bulldozers,farm machinery,forklifts and other vehicles designed for use principally off - public roads; B. vehicles maintained for use solely on premises owned by or rented to you; C. vehicles that travel on crawler treads; D. vehicles,whether self-propelled or not,maintained primarily to provide mobility to permanently mounted: 1. power cranes,shovels,loaders,diggers or drills;or 2. road construction or resurfacing equipment such as graders,scrapers or rollers; E. vehicles not described in subparagraphs A.,B.,C.or D. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: 1. air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment;or 2. cherry pickers and similar devices used to raise or lower workers;and F. vehicles not described in subparagraphs A.,B.,C.or D.above maintained primarily for purposes other than the transportation of persons or cargo. Mobile equipment does not include self-propelled vehicles with the following types of permanently attached equipment,and such vehicles will be considered autos: 1. equipment designed primarily for: a. snow removal; Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 28 of 32 C H U B B® General Liability Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Mobile Equipment b. road maintenance,but not construction or resurfacing;or (continued) C. street cleaning; 2. cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and 3. air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment. .................................................................................................................................................................................................................................................................................. .................................................................................................................................................................................................................................................................................. .................................................................................................................................................................................................................................................................................. .................................................................................................................................................................................................................................................................................. .................................................................................................................................................................................................................................................................................. Nuclear Facility Nuclear facility means any: A. nuclear reactor; B. equipment or device designed or used for: 1, separating the isotopes of plutonium or uranium; 2. processing or utilizing nuclear spent fuel;or 3. handling,processing or packaging nuclear waste, C. equipment or device used for the processing,fabricating or alloying of nuclear material,if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than: 1. twenty-five(25)grams of plutonium or uranium 233,or any combination thereof;or 2. two-hundred-fifty(250)grams of uranium 235;or D. structure,basin,excavation,premises or place prepared or used for the storage or disposal of nuclear waste; and includes the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations. Nuclear Hazardous Nuclear hazardous properties includes radioactive,toxic or explosive properties. Properties ...................................::: ...... .....:::::......:::::::::::::::.::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::........................................ Nuclear Material Nuclear material means by-product material,source material or special nuclear material. By-product material,source material and special nuclear material have the meanings given them in the United States of America Atomic Energy Act of 1954 or in any law amendatory thereof. ....................................................................:......................:.:::::::::::::::::::.::::::::::::::::::.:::::::::::::::::::::::::::::::........................................................................................................................... Nuclear Property Damage Nuclear property damage includes all forms of radioactive contamination of property. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 29 of 32 Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS (continued) AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Nuclear Reactor Nuclear reactor means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. :.. . ......::::.:.::::::::.::::::::::::::::::.:::::::::::::::::::::::::::::::::::::::::::::::::::::.:::::::::::;::.;:.;:.;;::::.;:.;:.;:.;:.;:.;:.;:.;:.;:.;:.;:.;;:;.:;:.;;::.;:.;: Nuclear Spent Fuel Nuclear spent fuel means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a nuclear reactor. Nuclear Waste.............................;:.;;:.;Nuclear waste;>;;:..................................................................................................................................................................... means any waste material: • containing nuclear material,other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content;and • resulting from the operation.by any person or organization of any nuclear facility described in subparagraphs A.or B.of the definition of nuclear facility. ........................:...::::::::::::::::::::::::.::::::::::::::::::::::::::::::::::::::::::::::::::::::::.:::.:::::::::::::::::::::::::::::::::::::::::::::::::•::::::::::::::::::::::::::::::::::::::::::::: •::•;:.;:.;;:.;:.;;;;;:.;:.;:.;:.;:.;:.;;;;:.;:.;:.;:.;:.;:.:.;:.;:.;:.;:.;;:.;:.;:.;: Occurrence Occurrence means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. :::::::::::::::.::::::::::::::::::::::::::.....:::::::::::::::::::::::::::::::::::::::::.::::::::::::::::::::::::::::::::::::::::::::::::::::::::::. ::.;;:;.;:.;:.;;;:.;:.;:.................................................. Officer Officer means a person holding any of the officer positions created by an organization's charter, constitution,by-laws or any other similar governing document. ......::.::.::.::.::.::.::.::......;:.:..;:.;:.;:.;:.::.: Personal Injury Personal injury means injury,other than bodily injury,property damage or advertising injury, caused by an offense of: A. false arrest,false detention or other false imprisonment; B. malicious prosecution(unless insurance thereof is prohibited by law),except when it arises out of,or is directly or indirectly related to: 1, the restructure,termination,transfer or collection of any loan,lease or extension of credit;or 2. the repossession or foreclosure of property which is security for any loan,lease or extension of credit; C. wrongful entry into,wrongful eviction of a person from or other wrongful invasion of a persons.right of private occupancy of a dwelling,premises or room that such person occupies,unless such person is a mortgagor of yours or of anyone for whom you are servicing mortgages,by or on behalf of you,its owner,landlord or lessor; D. electronic,oral,written or other publication of material that: 1. invades a person's right of privacy;or 2. libels or slanders a person or organization(which does not include disparagement of goods,products,property or services); except when alleged,charged or suffered by any customer;or Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 30 of 32 CH U B B® General Liability Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Personal Injury E. discrimination,harassment or segregation based on a person's age,color,national origin, (continued) race,religion or sex,except when alleged,charged or suffered by any customer. Pollutants Pollutants means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke, vapor,soot,fumes,acids,alkalis,chemicals and waste.Waste includes materials to be recycled, reconditioned or reclaimed. ...................... Products-::::..................................................................................................................................................... ........................................................................... t Completed Products-completed operations hazard: Operations Hazard A. includes all bodilyinjury and property damage taking lace away from remises owned or � J Y P P Y g gP Y P occupied by or loaned or rented to you and arising out of your product or your work, except: 1. products that are still in your physical possession;or 2. work that has not yet been completed or abandoned. .Your work will be deemed completed when: • all of the work called for in your contract or agreement has been completed. • all of the work to be performed at the site has been completed,if your contract or agreement calls for work at more than one site. • that part of the work completed at a site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance,correction,repair or replacement,but which is otherwise complete,will be treated as completed. B. does not include bodily injury or property damage arising out of: 1. the transportation of property,unless the injury or damage results from a condition in or on a vehicle not owned or operated by or loaned or rented to you and that condition was created by the loading or unloading of that vehicle by any insured; 2. the existence of tools,uninstalled equipment or abandoned or unused materials;or 3. products or operations for which the classification in our rules indicates that such products or operations are not subject to the Products-Completed Operations Aggregate Limit of insurance. : .. . ::::::::::::::::::::................ ...... ::: . .............. ::: ........... ..........::: : ::; ; ........ : .... : .........:: ................ Property Damage Property . damage means: • physical injury to tangible property,including resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or • loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of the occurrence that caused it. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 31 of 32 Definitions WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT,WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE SPECIAL MEANINGS DESCRIBED BELOW: Property Damage Tangible property does not include any software,data or other information that is in electronic (continued) form. Suit Suit means a civil proceeding in which damages,to which this insurance applies,. ,are sought.Suit P g gg includes an arbitration or other dispute resolution proceeding in which such damages are sought and to which the insured must submit or does submit with our consent. ................................................................................................................................................................................................................................................................................. ....................................................................::::::.:::::.:::..:..:.::...::.:::•:::::.:::::::::::::::::.:::::::::::..................................................................................................................................... Temporary Worker Temporary worker means a person who is furnished to a party to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. .................................................................................................................................................................................................................................................................................. :.YoUt Product::::::.........................::::::::Your .......................................................................................................................................... .................................. product: A. means any: 1. goods or products,other than real property,manufactured,sold,handled,distributed or disposed of by: a. you; b. others trading under your name;or C. a person or organization whose assets or business you have acquired;and 2. containers(other than vehicles),materials,parts or equipment furnished in connection with such goods or products. B. includes: 1. representations or warranties made at any time with respect to the durability,fitness, performance,quality or use of your product;and 2. the providing of or failure to provide instructions or warnings. C. does not include vending machines or other property loaned or rented to or located for the use of others but not sold. YourWork.......................................:::::Your work::::::.......................................................................................................................................................................... _ ..................................................................................................: A. , means any: 1. work or operations performed by: a. you or on your behalf,or b. a person or organization whose assets or business you have acquired;and 2. materials,parts or equipment furnished in connection with such work or operations. B. includes: 1. representations or warranties made at any time with respect to the durability,fitness, performance,quality or use of your work;and 2. the providing of or failure to provide instructions or warnings. Liability Insurance Form 17-02-3080(Rev.4-01) Contract Page 32 of 32 Workers'Compensation and Employers' Liability Policy Named Insured Endorsement Number GLOBAL PAYMENTS INC. 3550 LENOX ROAD NE#3000 Policy Number ATTN: DEVERY GAUTHIER Symbol: WLR Number: (25)7175-02-92 Policy Period Effective Date of Endorsement 04-01-2024 TO 04-01-2025 04-01-2024 Issued By(Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL OPERATIONS CONDUCTED BY AN INSURED PURSUANT TO SUCH WRITTEN CONTRACT 3. Premium: The premium charge for this endorsement shall be 1.0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: $0 Authorized Representative WC 90 03 75(05/18) ,acoRO® CERTIFICATE OF PROPERTY INSURANCE DATE / ) 08/29/2025025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. PRODUCER CONTACT NAME: Aon Risk Services South, Inc. PHONE FAX Atlanta GA Office (A, No.Ext): (866) 283-7122 (A C. No.): (800) 363-0105 •. Three Ravina Drive E-MAIL Ln ADDRESS: Floor Atlantta G GA 30346 USA PRODUCER Atlanta CUSTOMER ID#: 570000075610 r w INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: AXIS Insurance Company 37273 y TSYS Merchant Solution INSURER B: C Global Payments Inc. & It's subsidiaries INSURERC: One TSYS Way C-4 INSURER I Columbus GA 31901 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570115182573 REVISION NUMBER: LOCATION OF PREMISES,DESCRIPTION OF PROPERTY(Attach ACORD 101.Additional Remarks Schedule.if more space is required) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS rn CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, rn EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. rNi 00 INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS ran LTR DATE(MM/DD/YYYY) DATE (MM/DD/YYYY) r-I r-I PROPERTY BUILDING CD n CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY BASIC BUILDING BUSINESS INCOME BROAD EXTRAEXPENSE LU m CONTENTS RENTALVALUE SPECIAL BLANKET BUILDING Z EARTHQUAKE UJ BLANKET PERS PROP WIND V FLOOD BLANKET BLDG&PP LL W U INLAND MARINE TYPE OF POLICY CAUSES OF LOSS POLICY NUMBER NAMED PERILS X CRIME P00100018183407 09 01 2025 09 01 2026 X Employee Dishonesty $10,000,000 SIR applies per policy terms & conditions TYPE OF POLICY X Retention $1,000,000 Crime-Primary =_ BOILER&MACHINERY/ EQUIPMENT BREAKDOWN _ SPECIAL CONDITIONS/OTHER COVERAGES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) q ppROVED see attached addendum for additional lists of Named Insureds. By Tu Tran Nguyen at 10:43 am,Jan 27, 2026 z CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division 20 Civic Plaza, 4th Floor AUTHORIZED REPRESENTATIVE A rrr777 Santa Ana CA 92702 USA ©1995-2015 ACORD CORPORATION.All rights reserved. ACORD 24(2016/03) The ACORD name and logo are registered marks of ACORD /-"I ® DATE(MM/DD/YYYY) �`� CERTIFICATE OF LIABILITY INSURANCE 11/19/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk Services South, Inc. PHONE (866) 283-7122 FAX (800) 363-0105 Atlanta GA Office (A/C.No.Ext): A/C.No.): Three Ravina Drive E-MAIL 22nd Floor ADDRESS: _ Atlanta GA 30346 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Indian Harbor Insurance Company 36940 Active Network, LLC INSURER B: 717 North Hardwood St. Suite 2500 INSURER C: Dallas TX 75201 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570116724837 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE ❑OCCUR PREMISES Ea occurrence MED EXP(Any one person) PERSONAL&ADV INJURY 00 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE N POLICY ❑JE ❑LOC PRODUCTS-COMP/OP AGG OTHER: o AUTOMOBILE LIABILITY COMBINEDt SINGLE LIMIT Ea acciden , ANY AUTO BODILY INJURY(Per person) 0 Z OWNED SCHEDULED BODILY INJURY(Per accident) 0 AUTOS ONLY AUTOS R HI R PROPERTY DAMAGE ED AUTOS NON-OWNED V ONLY AUTOS ONLY (Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE V EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS'LIABILITY y;N ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT -_ A E&O - Miscellaneous MTP904216905 11/15/2 225 11/15/2026 Per Claim $10,000,000— Professional-Primary Claims Made- Cyber Includ Aggregate $10,000,000 SIR applies per policy terms & condi ions DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 10:43 am,Jan 27,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana, its officers AUTHORIZED REPRESENTATIVE agents and employees Attn: Silvia Cuevas 26 Civic Center Plaza Jv. Santa Ana CA 92701 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER See Certificate Number: 570115182573 CARRIER NAIC CODE See Certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: Global Payments Inc. OpenEdge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment systems LLC Global Payments International Management LLC Global Payments Direct, Inc. Global Payments US Holdings 1 LLC Global Payments US Holdings 2 LLC Greater Giving, Inc. PayPros LLC Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational Computer Systems, Inc. xenial , Inc. Heartland Payroll solutions, Inc. Payroll 1, Inc. TouchNet Information Systems, Inc. Active Network Ipico Holdings (US), LLC Active Network IPICO (Us) Inc. Active Network, LLC ]umpforward LLC Maximum Solutions, LLC HK US LLC AdvancedMD, Inc. Nuesoft Technologies, Inc. All star Billing services, LLC Nextep systems Inc. Mobile Bytes, LLC 3PointData, Inc. Global Payments Americas Holding LLC Total System Services LLC Cayan LLC Central Payment Co. , LLC Columbus Depot Equipment Company (LLC) Columbus Productions, Inc. ProPay, Inc. ProPay Financial solutions Canada, Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. GetHired, Inc. International Bancard Corporation VFF III AIV II Corp. (General Partner) Paragon Mobile, Inc. PayLease LLC d/b/a/ zego PayLease Insurance Services, LLC Ocius LLC MineralTree, Inc. Inspyrus, LLC Regal software Technologies, LLC Global Payments Check Recovery services, Inc. TSYS Merchant Solutions, LLC Mainstream Merchant Services, Inc. Netspend Holdings, Inc. Class Creator, LLC Como America UK LLC EPSG, LLC EVO Group Management, Inc, . EVO International Europe, LLC EVO Investco, LLC EVO Merchant Services, LLC EVO Payments International , LLC A0IB91'10142008/01) ©2008 ACORD CORPORATION.All rights reserved. Falcon Newco sub, Inc. The ACORD name and logo are registered marks of ACORD Federated Payment Systems, LLC Nodus Technologies, Inc. AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER see Certificate Number: 570115182573 CARRIER NAIC CODE see Certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: Class Creator, LLC Como America UK LLC Encore Payment systems, LLC e-Onlinedata, LLC EPSG, LLC EVO Group Management, Inc, . EVO International Europe, LLC EVO Investco, LLC EVO Merchant services, LLC EVO NA Holdings 2 LLC EVO Payments International , LLC EVO Payments, Inc. eZPay, LLC Falcon Newco sub, Inc. Federated Payment systems, LLC Nationwide Payment solutions, LLC Nodus Technologies, Inc. Pineapple Payments, LLC PowerPay, LLC shopping Cart Technology, LLC sterling Payment Technologies, LLC Vision Payment solutions, LLC Zenith Merchant services, LLC CMAS Adquirente, s. de R.L. de C.V. EMS Payments Mexico, s. de R.L. de C.V. EVO NA Holdings 1, s. de R.L. de C.V. EVO Mexico EVO Payments Holdings, S. de R.L. de C.V. EVO Payments Mexico, s. de R.L. de C.V. EVO Mexico EMS Servicios de Pago, S. de R.L. de C.V. TSYS Servicos de Transacoes Eletronicas Ltda TSYS Chile SpA Pago Facil Tecnologia SpA Pagos y Servicios S.A. PST Pago Facil SpA Global Payments U.K. Ltd. Global Payments U.K. 2 Ltd. GPUK LLP Storman software Ltd. The Active Network (EU) Ltd. Global Technology UK, 1 Ltd. Global Technology UK, 2 Ltd. Global Payments UK Holdings 1 LTD Global Payments UK Holdings 2 LTD Global Payments Europe, S.R.O. (UK Branch) Bleep UK PLC TSYS International Management Limited Merchant warehouse (NI) Ltd Total system services Processing Europe Limited TSYS Card Tech Limited TSYS Managed services EMEA Limited Como UK Ltd. Como America UK Ltd. Anderson Zaks Limited EVO Merchant services UK 1 Ltd. EVO Merchant services UK 2 Ltd. EVO Payments International GmbH, UK Branch EVO Payments International UK Ltd. EVO Payments UK Holdings, Ltd. EVO Payments UK Ltd Global Payments - Realex Payments Holding Limited Pay and shop Limited AQ?R0.nah(Rbl W1ILi mi ted UK Branch ©2008 ACORD CORPORATION.All rights reserved. B rl coni Holdings Limited The ACORD name and logo are registered marks of ACORD EVO Payments International GmbH, Irish Branch BOIPA TSYS Europe (Netherlands) B.V. AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER see Certificate Number: 570115182573 CARRIER NAIC CODE see Certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: TSYS Managed services EMEA B.V. TSYS Managed services EMEA (Netherlands) B.V. Sabrir Invest, S.L. Clear One, S.L. Electronic Data Processing source S.A. EVO Payments International Greece Holdings single Member S.A. Intelligent Payments Group Limited Myriad Payments Limited TSYS Europe (Deutschland) GMBH Global Payments Limited International Transaction Payment solutions (Malta) Limited Centrum Elektronicznych uslug Platniczych eservice Sp. z 0.0. eservice Global Payments Europe, s.r.o. Magyarorszagi Fioktelepe Global Payments Europe, d.o.o. Sarajevo TSYS Europe (Italia) S.r.l . TSYS Card Tech services Limited TSYS Card Tech services Limited (a Card Tech Cyprus Branch) weefeel Technology DMCC New Como Ltd. Como AI Malta Ltd. weefeel Technology Ltd. Ezidebit Pty Ltd. Ezi Holdings, Pty Ltd. Ezi Management Pty Ltd. eway Payments Pty Ltd. Global Payments Australia 1 Pty Ltd. Global Payments Australia 2 Pty Ltd. Storman Holdings Pty Ltd. Storman software Pty Ltd. web Active Corporation Pty Ltd. The Active Network (AUS-NZ) Pty Ltd. Sentral Pty Ltd Our Online Canteen PTY LTD (Quick Cliq) Pigeonhole software Pty Ltd ewAY Payments New Zealand Limited Ezidebit New Zealand Limited Storman software Limited Ezidebit HK, Ltd. Global Payments Asia-Pacific Ltd. Global Payments Asia-Pacific (Hong Kong), Ltd. Global Payments Asia-Pacific (Hong Kong Holding) Ltd. Global Payments Asia-Pacific Processing Company Ltd. Global Payments Acquisition Corporation HK Holding Limited Active Network (HK), Limited Global Payments Asia-Pacific (shanghai), Ltd. Global Payments Asia-Pacific (shanghai) Ltd. - Beijing branch The Active Network Ltd. (Xian) The Active Network Ltd. (ChengDu) TSYS China Nodus Technologies (Suzhou) Co. , Ltd. Global Payments Card Processing Malaysia Sdn. Bhd TSYS Card Tech services (Malaysia) Limited Global Payments Singapore Private Limited Global Payments Asia-Pacific (Singapore Holding) Private Limited ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services south, Inc. TSYS Merchant Solution POLICY NUMBER see certificate Number: 570115182573 CARRIER NAIC CODE see certificate Number: 570115182573 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance schedule of Named Insured Entities: Global Payments Asia Pacific (Hong Kong Holding) Ltd. - Singapore branch The Active Network (Asia) Pte. Ltd. GP Asia-Pacific Macau Limited Global Payments Asia Pacific (Hong Kong)Limited, Taiwan Branch Global Payments Asia-Pacific Maldives Private Limited Global Payments Process Centre, Inc. eWAY Payments Asia Pte, Ltd. Global Payments Asia-Pacific Lanka (Private) Limited Global Payments Asia-Pacific Lanka (Private) Limited, Maldives branch MineralTree, Pvt. Ltd. TSYS card Tech services India LLP Infonox software Private Limited Global Payments Asia-Pacific India Private Ltd. ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: OpenEdge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment systems LLC Global Payments International Management LLC Global Payments Inc. Global Payments Direct, Inc. Global Payments US Holdings 1 LLC Global Payments US Holdings 2 LLC Greater Giving, Inc. PayPros LLC Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational Computer Systems, Inc. xenial , Inc. TouchNet Information Systems, Inc. Active Network Ipico Holdings (US), LLC Active Network IPICO (Us) Inc. Active Network, LLC ]umpforward LLC Maximum Solutions, LLC HK US LLC Nextep systems, Inc. Mobile Bytes, LLC 3PointData, Inc. Global Payments Americas Holding LLC Total System Services LLC Cayan LLC Central Payment Co. , LLC Columbus Depot Equipment Company (I-LC) Columbus Productions, Inc. ProPay, Inc. ProPay Financial solutions Canada, Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. The Global Payments Care Foundation, Inc. International Bancard Corporation Paragon Mobile, Inc. PayLease LLC (d/b/a/ zego) PayLease Insurance Services, LLC Ocius LLC MineralTree, Inc. Inspyrus, LLC Regal software Technologies, LLC TSYS Merchant Solutions, LLC Mainstream Merchant Services, Inc. Netspend Holdings, Inc. Class Creator, LLC Como America UK LLC EVO Group Management, Inc, . EVO International Europe, LLC EVO Investco, LLC EVO Merchant Services, LLC EVO Payments International , LLC EVO Payments, Inc. Falcon Newco Sub, Inc. Federated Payment Systems, LLC Nodus Technologies, Inc. Sterling Payment Technologies, LLC Zenith Merchant Services, LLC Above and Beyond - Business Tools and services for Entrepreneurs, Inc. , Yazara Payment Solutions Inc. Chargebacy Help LLC ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER see Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: vendara Payments LLC TSYS Managed services Canada, Inc. GPC Financial Corporation Global Payment systems of Canada, Ltd. Global Payments Canada GP Global Payments Canada Inc. Active Network IPICO (CA), Inc. Active Network IPICO Innovation, Inc. TeamPages, Inc. The Active Network, Ltd. Xenial systems Canada, Inc. EVO Merchant services Canada Co. Delego Software ULC EVO Payments International Corp. - Canada Federated Payments Canada Corporation North49 Business solutions Inc. Zenith Merchant services, Inc. (services Aux Marchands zenith Inc.) CMAS Adquirente, S. de R.L. de C.v. EMS Payments Mexico, S. de R.L. de C.V. EVO NA Holdings 1, S. de R.L. de C.V. EVO Payments Holdings, S. de R.L. de C.v. "EVO Payments Mexico, S. de R.L. de C.V. EMS Servicios de Pago, S. de R.L. de C.v. GLOBAL PAYMENTS ISSUER SOLUTIONS MEXICO, S. DE R.L. DE C.V GPMT, S de R.L. de C.V. TSYS Servicos de Transacoes Eletronicas Ltda TSYS Chile SpA Pago Facil Tecnologia SpA PST Pago Facil SpAGlobal Payments U.K. Ltd. Global Payments U.K. 2 Ltd. GPUK LLP Storman Software Ltd. The Active Network (EU) Ltd. Global Technology UK, 1 Ltd. Global Payments UK Holdings 1 LTD Global Payment UK Holdings 2 LTD Global Payments Europe, S.R.O. (UK Branch) Bleep UK PLC TSYS International Management Limited Merchant warehouse (NI) Ltd Total system services Processing Europe Limited TSYS Card Tech Limited TSYS Managed Services EMEA Limited Como UK Ltd. Como America UK Ltd. EVO Merchant Services UK 1 Ltd. EVO Payments International UK Ltd. EVO Payments UK Holdings, Ltd. EVO Payments UK Ltd Global Payments Acquisition UK Limited Global Payments UK Financing Limited Takepayments Limited Pay and shop Limited UK Branch Global Payments - Realex Payments Holding Limited Pay and shop Limited The Active Network Endurance EU (Ireland) Limited Briconi Holdings Limited GP Payments Acquiring International GmbH, Irish Branch ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: International Transaction Payment Solutions Limited ITPS Limited Way2Pay Limited Global Payments Corporation S.a.r.l . Global Payments Bermuda, LTD TSYS Russia L.L.C. Spolecnost pro informacni databaze, a.s. Joint stock Company" Global Payments Europe, s.r.o. EVO Czech Republic s.r.o. EVO Payments International s.r.o. TSYS Europe (Netherlands) B.V. TSYS Managed Services EMEA B.V. TSYS Managed Services EMEA (Netherlands) B.V. Sabrir Invest, SLU Global Payments Issuer solutions Espana, S.L.U. Blinco SX ciones y Servicios de valor S.L.U. Clear One, S.L. GP Spain Financing, S.L. Electronic Data Processing Source S.A. EVO Payments International Greece Holdings single Member S.A. Intelligent Payments Group Limited Myriad Payments Limited TSYS Europe (Deutschland) GMBH GP Payments International Acquisition GmbH GP Payments Acquiring International GmbH GP Payments Acquiring International Holding GmbH & Co. KG GP Payments Acquiring International Verwaltungs GmbH Global Payments Limited International Transaction Payment Solutions (Malta) Limited GLOBALTECH POLAND SPOLKA Z OGRANICZONA ODPOWIEDZIALNOSCIA EKERO spolka z ograniczona odpowiedzialnoscia (Ekero sp. z o.o.) Global Payments Europe, s.r.o. Ma9yarorszagi Fioktelepe xenial HU Korlatolt Felelossegu Tarsasag Global Payments Europe, d.o.o. Sarajevo IPICO south Africa (Pty) Ltd. TSYS Europe (Italia) S.r.l . TSYS Card Tech Services Limited TSYS Card Tech Services Limited (a Card Tech Cyprus Branch) Weefeel Technology DMCC New Como Ltd. Como AI Malta Ltd. Weefeel Technology Ltd. PZ Holdings Limited A.D.M. Chargeback Consulting EOOD Ezi Holdings, Pty Ltd. Ezi Management Pty Ltd. eway Payments Pty Ltd. Global Payments Australia 1 Pty Ltd. Global Payments Australia 2 Pty Ltd. Storman Holdings Pty Ltd. Storman Software Pty Ltd. Web Active Corporation Pty Ltd. The Active Network (AUS-NZ) Pty Ltd. Sentral Pty Ltd Our Online Canteen PTY LTD Pigeonhole Software Pty Ltd ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: ewAY Payments New Zealand Limited Ezidebit New Zealand Limited Storman Software Limited Ezidebit HK, Ltd. Global Payments Asia-Pacific Ltd. Global Payments Asia-Pacific (Hong Kong), Ltd. Global Payments Asia-Pacific (Hong Kong Holding) Ltd. Global Payments Asia-Pacific Processing Company Ltd. Global Payments Hong Kong Holding Limited Active Network (HK), Limited Global Payments Asia-Pacific (Shanghai), Ltd. Global Payments Asia-Pacific (Shanghai) Ltd. - Beijing branch The Active Network Ltd. (Xian) The Active Network Ltd. (ChengDu) Total system services LLC Shanghai Representative office Nodus Technologies (Suzhou) Co. , Ltd. Global Payments Card Processing Malaysia Sdn. Bhd TSYS Card Tech services (Malaysia) Limited Global Payments Singapore Private Limited Global Payments Asia-Pacific (Singapore Holding) Private Limited Global Payments Asia Pacific (Hong Kong Holding) Ltd. - Singapore branch The Active Network (Asia) Pte. Ltd. Global Payments Asia-Pacific Singapore Private Limited Global Payments Asia-Pacific (Hong Kong Holding) Ltd. - Brunei branch GP Asia-Pacific Macau Limited Global Payments Asia Pacific (Hong Kong)Limited, Taiwan Branch Global Payments Asia-Pacific Maldives Private Limited Global Payments Process Centre, Inc. ewAY Payments Asia Pte, Ltd. Global Payments Asia-Pacific Lanka (Private) Limited Global Payments Asia-Pacific Lanka (Private) Limited, Maldives branch EFT Payments (Asia) Limited EFT Payments Taiwan Branch ITS Global Ltd. oollet ltd. oollet Information Technology (Shenzhen) Company Limited (China) EFT Payments (China) Ltd. Guangzhou Eftpay Limited (China) MineralTree, Pvt. Ltd. TSYS Card Tech Services India LLP Infonox Software Private Limited Global Payments Asia-Pacific India Private Ltd. Zone2Boost, S.L. Global Payments MoneyToPay, E.D.E. , S.L. Payment Innovation Hub, S.A. Shoppiday Digital , S.L. Socialpay, S.L. Retail Pro Holdings LLC worldline ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER See Certificate Number: 570116724837 CARRIER NAIC CODE See Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: China unionpay Data services Company Limited Global Payments Asia-Pacific Philippines Inc. Global Payments Technology Mexico, S.A de C.V. Total system services de Mexico, S.A. de C.V. Global Payments s.r.o. Global Payments s.r.o. Praga Sucursala Buccuresti Global Payments s.r.o. organizacna zlozka Global Payments, s.r.o. zweigniederlassung osterreich Comercia Global Payments Entidad de Pago, S.L. EPG Support Espana, S.L. Commerz Globalpay GmbH Pagos y Servicios S.A. (joint venture) NBG Pay Societe Anonyme Centrum Elektronicznych uslug Platniczych eservice Sp. z 0.0. eservice" EPSG, LLC eZPay, LLC ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075610 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services south, Inc. Active Network, LLC POLICY NUMBER see Certificate Number: 570116724837 CARRIER NAIC CODE see Certificate Number: 570116724837 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Participating Insurers: Professional services Liability and Technology services / Privacy & Cyber security Liability Program November 15, 2025 to November 15, 2026 Policy Term: Primary $10M Layer: Policy Number: MTP904216905 EFF: 11/15/2025 EXP: 11/15/2026 Insurer: Indian Harbor Insurance Company Limit: $10M SIR applies per policy terms & conditions. $10M xs $10M Layer: Policy Number: FSCEo2502312 EFF: 11/15/2025 EXP: 11/15/2026 Insurer: Beazley syndicates Lloyd's underwriter 2623/623 Limit: $10M xs $10M Claims Made ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD