HomeMy WebLinkAboutCARDFLEX, INC.-2012MA.. 2 7 2012
N-2012-027
CARDFLEX, INC
PREPAID DISTRIBUTION AGREEMENT
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THIS DISTRIBUTION AGREEMENT (this "Agreement") dated this day of MLiFZ"'I7 2012 (the "Effective Dale") is made by and
between CardFlex, Inc., a California Corporation duly organized and existing under aid by virtue�o�-(he la sof the State of California, having its principal place of
business at 2900 Bristol St, Bldg F, Costa Mesa, CA ("CardFlex") and ( "-w CISYl�ri AYIG located at
1.2(� e y C C r Vlj M- 3C,_ Aj2ir ("City"). City and CardFlex are
WHEREAS, CardFlex provides identification card, prepaid card accounts, payroll card, funds disbursement and related goods and services (the "CardFlex
Services"); and
WHEREAS, CardFlex is a registered Agent of Issuing Bank, and is licensed to issue stored value cards under a proprietary payment system developed
by CardFlex (the "CardFlex Card" and together with the payment system, the "CardFlex Program"), that are the subject of this Agreement; and
WHEREAS, City believes its residents may benefit by utilizing the CardFlex Card and CardFlex Program; and
WHEREAS, City desires to provide an opportunity for its residents to obtain the CardFlex Card and CardFlex Program; and
WHEREAS, CardFlex believes that its business could benefit from City services; and
WHEREAS, the Parties desire a relationship that allows City to receive from its interested Customers, and transmit to CardFlex sign-up information
applications and application fees (if applicable) for the CardFlex Cards issued by CardFlex and related card services included in the Card Program;
NOW, THEREFORE, for good and valuable consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. City Appointment. Acting upon authority granted to it by Issuing Bank, as well as on its own behalf, CardFlex hereby appoints City and those
Customers (if any) of City that elect, by agreement with City, to participate (collectively, "City") as CardFlex's Customer to provide services as set forth in Section
2 ofthis Agreement (the "Customer Services') during the term of this Agreement described in Section 5 of this Agreement.
Customer Services. To the extent and where permitted by applicable law, the following are the Customer Services to be provided by City:
(a)(i) City will make available to its Customers, access to stored value cards issued by Issuing Bank pursuant to the CardFlex system. City will use commercially
reasonable efforts to make available marketing information consisting of information and such other materials approved by CardFlex and approved by City,
("CardFlex Marketing Materials") about the CardFlex Cards and the services related to the CardFlex Cards and such other marketing materials supplied by CardFlex,
in its sole discretion.
(b) City will, upon request of its Customers, accept, for transmission to CardFlex, applications and the corresponding Customer Data (as hereinafter defined) from
the Customers for the CardFlex Card and the CardFlex Services ("Customers").
(c) Applicant Form. City's transmission of the Customer Data for CardFlex will also be in accordance with the Applicant Forth currently in use by CardFlex.
(d) City may use CardFlex's name, trade names, trademarks, service marks, and logos as necessary or reasonably appropriate to advertise and promote the Customer
Services. CardFlex may use City's name, trade names, trademarks, service marks, and logos as with the prior written approval of the City, to advertise and
promote the Customer Services. The Parties shall limit such usage in programs and placement, which have been previously approved in writing by both Parties.
(e) City may provide, to all or some of it's Customers, or may have all or some of it's Customers sign, an acknowledgement that the CardFlexCards are being issued
only by Issuing Bank and CardFlex, that City is not responsible in any manner for the CardFlex Cards or any of the CardFlex Services, and that City is only serving
as an distributor to receive for transmission and to transmit to CardFlex sign-up information applications and application fees (if applicable) for stored value cards
issued by Issuing Bank for CardFlex and to receive for transmission and to transmit to CardFlex voluntary- payments from City Customers to add or "load" value
on their cards.
3. Consideration to City. City shall receive fifteen per -cent (15%) of the net revenue derived from all income received from Customer referred by
City to CardFlex. Net revenue is defined as all transaction fees, interchange fees, and other fees less all processing fees.
The Parties' Additional Rights and Responsibilities.
(a) As between CardFlex and Issuing Bank, on the one hand, and City, on the other hand, CardFlex will be solely responsible, alone or through contracts with third
parties, for the determination of the Customers to whom or which CardFlex Cards are issued, for the issuance of the CardFlex Cards, for the provision of all CardFlex
Services it provides to the Customers, and for the production and delivery of numbered accounts, reports, invoices, and statements to, and its relationship with, the
Customers. This responsibility includes (without limitation) responding to and satisfying any Customers complaints regarding the availability and quality of the
CardFlex Cards and the CardFlex Services.
(b) CardFlex will, at City's expense, deliver to City a sufficient quantity of CardFlex Marketing Materials as may be necessary for City to perform the City marketing.
City orders shall be sent to the address of CardFlex set forth below. CardFlex will deliver the ordered marketing materials by (i) personal delivery, (ii) mail, or
(iii) prepaid overnight express delivery service or same-day local courier service within seven Business Days after City's order. Method will be at City's request and
expense. CardFlex will assist City with all reasonable instructions of City's employees in marketing and processing applications for the CardFlex Cards, the
CardFlex Services, Customer Data and Customer Payments. CardFlex will also provide a toll-free telephone number by which City's employees may pose questions
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directly to CardFlex and will take such other actions as are reasonably necessary to keep City's employees informed of news and developments related to the
CardFlex Services.
(c) Following the time that the Customer Data corresponding to an application for a CardFlex Card is made available to CardFlex, CardFlex will begin processing the
request and will make best efforts to deliver to such Customer a permanent CardFlex Card in a timely manner. CardFlex will deliver such CardFlex Card by (i) personal
delivery, (ii) mail, or (iii) prepaid overnight express delivery service or same-day local courier service to the address included in such Customer Data. The
CardFlex Card shall identify CardFlex and/or its banking partners as the issuers of it and shall indicate at least the name, address, toll-free telephone number, and
logo for CardFlex.
(d) CardFlex fees, the fees it charges and receives from City for the CardFlex Services are outlined in ADDENDUM A; and, the fees it charges and receives from
Customers for the CardFlex Services are outlined in ADDENDUM B.
(e) CardFlex represents, warrants, and covenants that, to the extent related to the CardFlex Card and CardFlex Services offered and provided by it, to it's Customers and
related to the performance of its obligations under this Agreement, (i) all federal, state, and local laws and regulations have been complied with in all material
respects relating to this Agreement (ii) any and all licenses, permits, and other authorizations required by federal, state, and local laws (collectively, the "CardFlex
Authorizations") have been obtained, are in full force and effect, and are valid under applicable federal, state, and local laws; (iii) the continuation, validity, and
effectiveness of all the CardFlex Authorizations shall not be impaired or adversely affected by the terms hereof, and (iv) it will maintain the effectiveness of all of
the CardFlex Authorizations, or obtain new or additional CardFlex Authorizations, as necessary to permit it to perform its obligations under this Agreement.
(t) CardFlex will pay when due, all federal excise taxes and all state and local use or sales taxes imposed in connection with the provision of the CardFlex Service.
City will pay when due, all federal excise taxes and all state and local use or sales taxes imposed in connection with funds collected by it for the Customer Services
to the extent such taxes can be collected from the Customer. Each Party will also file when due all required tax returns required to be filed connection with its
business and with the collection and remittance of any applicable excise, use, or sales taxes for which it bears responsibility under this Section 4(f). CardFlex will
indemnify City against any such taxes imposed on or due by Issuing Bank.
(g) City will make available for transmission (if obtained by City) to CardFlex, the information obtained by City from the Customers for the CardFlex Services.
That information shall consist of the Customer's name, address, telephone number, and other such required information (collectively "Customer Data").
(h) City represents, warrants, and covenants that, to the extent related to the Customer Services provided by City, (i) all federal, state, and local laws and regulations
have been complied with in all material respects relating to this Agreement; (ii) any and all licenses, permits, and other authorizations required by federal, state and
local laws (collectively, the " Customer Authorizations') have been obtained, are in full force and effect, and are valid under applicable federal, state, and local
laws; (iii) the continuation, validity, and effectiveness of all of the Customer Authorizations shall not be impaired or adversely affected by the terms hereof; and (iv) it
will maintain in effect the Customer Authorizations, or obtain new or additional Customer Authorizations, as necessary to permit it to perform its obligations under this
Agreement.
(i) Any other provision of this Agreement to the contrary notwithstanding, as between City and CardFlex, CardFlex shall have the right at any time to cause
another qualifying bank other than the initial Issuing Bank to become the issuer of the CardFlex Cards proposed to be issued pursuant to the terms of this
Agreement, and, upon CardFlex's request, City agrees to exert its commercially reasonable best efforts to facilitate substituting another bank (the or a "Successor
Bank") for the initial Issuing Bank for all purposes of this Agreement, it being understood that the Parties intend that the material terms of this Agreement shall be
unaffected by any such substitution of a Successor Bank for the initial Issuing Bank.
Term: Termination.
(a) The term of this Agreement begins on the Effective Date and shall continue for a period of not less than 48 months from the Effective Date. After the initial
period of 48 months, this Agreement may be renewed by mutual agreement of the parties, on the anniversary of the Effective Date, for a period of 12 months (the
"Annual Expiration Date")- Either party may terminate the agreement by giving written notice to the other Party of the notifying Party's intent to terminate this
Agreement at least 90 days before the Annual Expiration Date, if that notice is timely given, the term of this Agreement shall expire on the Annual Expiration Date
immediately following the date on which that notice was given. (Any other reference in this Agreement to the "termination" of this Agreement shall include, without
limitation, the expiration ofthe term set forth in this Section 5(a).)
(b) Either Party may terminate this Agreement before the expiration of the term set forth in Section 5(a), by giving the other Party written notice of termination,
upon any of the following events of default by the other Party. (i) The other Party fails to pay any amount when due under this Agreement and that payment failure
continues for ten Business Days after written notice of that payment failure is given by the Party entitled to payment; (ii) the other Party continues its failure to
perform, or fails to cure or correct any nonperformance of, any of its obligations under this Agreement (other than a payment or other obligation addressed in either
of the immediately two preceding clauses) for 30 days after written notice of that failure (which describes the failure with reasonable specificity) is given by the Party
entitled to performance; (iii) any bankruptcy, insolvency, liquidation, dissolution, or similar action or proceeding is instituted, commenced, or acquiesced in by the
other Party or, if instituted or commenced involuntarily against the other Party, is not stayed or dismissed within 60 days after that involuntary institution or
commencement, or (iv) the other Party otherwise becomes insolvent, admits in writing its inability to pay its debts as they mature, makes a general assignment for the
benefits of its creditors, or enters into any workout or similar arrangement with its creditors; whenever in this sentence the term "Party" is used in relation to rights
of City to terminate this Agreement for the action or inaction, or an event involving, the other Party, City shall have the same termination rights with respect to any
such action or inaction by, or event involving, either CardFlex or Issuing Bank. The Parties may also terminate this Agreement by mutual written consent.
Notwithstanding the effect of the immediately preceding clause (ii) in light of the Parties' respective obligations in Sections 4(e) and 4(h) of this Agreement, the Parties
agree that a Party's loss of or inability to secure any governmental or regulatory license or authorization in any particular state of the United States, including
(without limitation) the District of Columbia (a "Lost State") while maintaining necessary governmental or regulatory licenses or authorizations in one or
more other states, shall not alone (i.e., without any other failure to perform by that Party) give the other Party a right to terminate this Agreement as a whole, but
will give the other Party the right to cease performing those of its obligations hereunder, after the loss of that license or authorization, which arise or are performable
only in, or correspond to or facilitate the performance of the first Party of its obligations hereunder in, the Lost State.
(c) A Party's termination of this Agreement under Section 5(b) shall not be its exclusive remedy for any default by the other Party or affect such other Party's responsibility
for performing its obligations under this Agreement -
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(d) Upon termination of this Agreement, each Party shall cease all theretofore permitted use of the other Party's name, trade names, trademarks, service marks, and
logos.
(e) Upon termination of this Agreement, CardFlex will disburse to City all fee payments accrued and not yet paid.
6. No Control Of Customer's Operations: Independent Parties. Notwithstanding anything to the contrary contained herein, this Agreement shall
not be construed to provide that CardFlex in any manner controls the operations of City or the manner in which the City complies with its obligations hereunder.
The Parties are independent. This Agreement does not create or evidence a partnership or joint venture between the Parties, and no Party has any authority hereunder with
respect to any of the employees or Customers of the other Party. Each Party is responsible for its own business expenses generally, including (without limitation)
expenses of performing its obligations under this Agreement, and for the payment of all taxes relating to its own business activities.
7. Non -Competition _ Except as otherwise expressly provided in this Agreement, with respect to all Accounts established pursuant to this
Agreement, City agrees that neither City nor any entity that City controls shall by itself or in conjunction with others, directly or indirectly, during the term of this
agreement, specifically target any offer of a stored value, prepaid debit card, or related product to any of City's Customers.
8. Non -Exclusive Rights. City acknowledges and agrees that its rights under this Agreement to market and distribute CardFlex Cards shall be non-
exclusive in nature and that CardFlex shall be permitted to enter into similar arrangements with other potential distributors. In addition, during the term of this
agreement, City shall not be permitted to enter into a similar agreement with any or other debit card retailer, independent marketing organization, or third party
processor in direct or indirect competition with or providing services similar to CardFlex.
9. Indemnification.
(a)CardFlex hereby agrees to indemnify, defend, and hold harmless City and its Customers, employees, officers, directors, successors, and permitted assigns against
any and all losses, claims, or expenses (including, without limitation, reasonable attorneys' fees and expenses) in any way arising from or connected with the
inaccuracy of any representation or warranty of CardFlex hereunder, and the performance or nonperformance of CardFlex's obligations hereunder, it being the
intention of the parties that CardFlex shall be fully liable for the actions and inactions of, or other events affecting, Issuing Bank which constitute an inaccuracy of
any representation or warranty of CardFlex hereunder, and the performance or nonperformance of CardFlex's or Issuing Bank's obligations hereunder.
(b) City hereby agrees to indemnify, defend, and hold harmless CardFlex and its Customers, employees, officers, directors, successors, and permitted assigns against
any and all losses, claims or expenses (including, without limitation, reasonable attorneys' fees and expenses) in any way arising from or connected with the
inaccuracy of any representation or warranty of City hereunder or the performance or nonperformance of City's obligations hereunder.
(c) In no event shall either Party be liable for any consequential, punitive, special, or exemplary damages relating to this Agreement.
(d) The Parties' respective indemnification obligations under this Section 9 shall survive the termination of this Agreement.
10. Confidentiality. Except as to Issuing Bank, each Party shall keep the Confidential Information of the other Party confidential and shall not use any of
that Confidential Information for any purpose other than in connection with this Agreement. The "Confidential Information" of a Party is any trade secret or other
confidential or proprietary information relating to that Party's services, business, or Customers; except that information that is generally known to the public or in the
industry (other than by a breach of this Section 10), is in the possession of the receiving Party before disclosure by the other Parry, or is or becomes available to the
receiving Party from a source that (to the receiving Party's knowledge) is not bound by any nondisclosure obligation to the other Party. A Party may, without violating
this Section 10, make such disclosures (a) to its directors, officers, employees, attorneys, and other Customers as may be necessary to permit that
Party to perform its obligations and to exercise its rights hereunder, and (b) as it reasonably deems are required by law, including the Freedom of
Information Act and the California Public Records Act, though a Party will use its reasonable efforts to notify the other Party in advance of any
such disclosure required by law. The Parties' respective obligations under this Section 10 shall survive the termination of this Agreement.
11. Compliance with Laws. The Parties will perform their respective obligations under this Agreement in compliance, in all
material respects, with all applicable Laws, orders, or regulations.
12. Access to Records.
(a) During the term of this Agreement, CardFlex shall maintain accurate records with respect to all issuances of the CardFlex Cards to City
introduced accounts and provision of the CardFlex Services to Customers, the receipt of all payments and other amounts from Customers, all
transactions of Customers using the CardFlex Cards, and all other matters related to this Agreement and copies of all documents and other
materials related to CardFlex's obligations to City under this Agreement. Within 30 days of City's written request to CardFlex, but not more
than once in any twelve-month period, City, by its duly authorized Agents and representatives, shall have the right to inspect such records,
documents and materials from time to time during ordinary business hours, subject to (i) such security procedures as CardFlex may
reasonably impose and (ii) such limitations as may be required under applicable governmental or regulatory rules, regulations or statutes
governing the conduct of CardFlex's business; provided, however, that Parties shall have no obligation to disclose to each other, or to inspect
or copy, or have any other right of access to any other corporate financial information, or Customer Financial Information, or to obtain
photocopies of such records, documents, and materials. City agrees that any records, documents, and materials made available for inspection
under this Section 12 shall be deemed Confidential Information of CardFlex that is subject to CardFlex's corporate privacy policy, except
with respect to any disclosure required by any regulatory agency with jurisdiction over City, or Section 10 of this Agreement.
(b) Within 30 days of CardFlex's written request to City, but not more than once in any twelve-month period, CardFlex, by its duly
authorized Agents and representatives, shall have the right to inspect the records, documents and materials maintained by City relating to
the CardFlex Cards and this Agreement, from time to time during ordinary business hours, subject to (i) such security procedures as City may
reasonably impose and (ii) such limitations as may be required under applicable governmental or regulatory rules, regulations or statutes
governing the conduct of City's business; provided, however, that Parties shall have no obligation to disclose to each other, or to inspect or copy,
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or have any other right of access to any other corporate financial information or Customer Financial Information, or to obtain
photocopies of such records, documents, and materials. CardFlex agrees that any records, documents, and materials made available for
inspection under this Section 12 shall be deemed Confidential Information of Customer that is subject to City's privacy policy, except with
respect to any disclosure required by any regulatory agency with jurisdiction over CardFlex, or Section 10 of this Agreement.
13. Notice. Any notice, consent, or other communication to be given under this Agreement by any Party to the other Party shall be in
writing and shall be either (a) personally delivered, (b) mailed by registered or certified mail, postage prepaid with return receipt requested, (c)
delivered by prepaid overnight express delivery service or same-day local courier service, or (d) delivered by prepaid facsimile transmission, in
any case to the address or number set forth below or at such other address or number as may have previously been designated by a Party for it
by notice to the other Party in accordance with this Section 13. Notices delivered personally, by overnight express delivery service, or by local
courier service shall be deemed given as of actual receipt. Mailed notices shall be deemed given three Business Days after mailing (A "-Business
Day" is any Monday through Friday other than a day on which banks are authorized to be closed in the State of California.) Notices delivered
by facsimile transmission shall be deemed given upon receipt by the sender of the Transmission confirmation.
14. Assignment. Except as provided in this Agreement, the rights and obligations under this Agreement may not be assigned or
delegated by either Party without the prior written consent of the other Party, and any such purported assignment or delegation without such
consent shall be void. Either Party may assign its rights and obligations under this Agreement to any entity that controls, is controlled by, or is
under common control with such Party, so long as that other entity is not a direct competitor of the non -assigning Party and is capable of
performing (and agrees to perform) the obligations of the assigning Party under this Agreement. Any requested consent to assignment will
not be unreasonably withheld by a Party, unless the entity to which the assignment is to be made is a direct competitor of the non -assigning Party
(in which case, consent shall be in the sole discretion of the non -assigning Party).
15. Governing Law. This Agreement shall be governed by, construed in accordance with, and enforced under the laws of the State of
California.
16. Force Majeure. Except as otherwise expressly set forth herein, in the event a Party shall be delayed or hindered in, or
prevented from, the performance of any act required of it hereunder by reason of strike, inability to procure materials, failure of power,
telecommunications or connectivity failure, restrictive governmental laws or regulations, inability to obtain or maintain (for any reason outside of
a Party's reasonable control) any governmental or regulatory license or authorization, riot, insurrection, war, terrorism and/or any act in
furtherance of terrorism, act of God, or other event outside that Party's reasonable control (each such cause or event being hereinafter referred to as
a "Force Majeure") then performance of such acts will be excused for the period of the delay and the period for performance of any such act
shall be extended for a period equivalent to the period of such delay. Any time a Party is experiencing a Force Majeure that is expected to
result in a significant failure or delay, that Party will give notice to the other Party describing the Force Majeure and the nature of the failure
or delay and giving an estimate as to how long the delay will be. A Party claiming an excusable delay or failure under this Section 16 shall use
reasonable efforts to alleviate or overcome the Force Majeure as soon as practicable.
17. Offset. A Party shall be entitled to credit or offset an amount equal to any or all amounts due to it by the other Party under this
Agreement.
Is. Dispute Resolution. Any dispute or controversy arising out of or relating to this Agreement, or the interpretation or termination of
this Agreement ("Dispute"), shall be resolved or settled by arbitration before a single arbitrator pursuant to the Rules for Commercial
Arbitration of the American Arbitration Association (the "Rules"). Arbitration may be commenced at any time by a Party's giving written
notice to the other Party that a Dispute has been referred to arbitration under this Section 18. The arbitration proceeding shall be conducted in
Orange County, California. The arbitrator shall be selected by agreement of the Parties, but if they do not so agree within 20 days after the
dateof the notice referred to in the second preceding sentence, the selection shall be made by the Orange County office of the American
Arbitration Association pursuant to the Rules. Any award rendered by the arbitrator shall be conclusive and binding upon the Parties. This
provision for arbitration shall be specifically enforceable by either of the Parties, and judgment upon the arbitration award may be entered and
enforced in any court having jurisdiction over the Parties or their respective assets, it being the intent of the Parties that these arbitration
provisions be enforced to the fullest extent permitted by applicable law. Each of the Parties shall pay its own expenses of arbitration
(including, without limitation, those of its own counsel and witnesses), and the expenses of the arbitrator shall be shared equally by the Parties;
except that if, in the opinion of the arbitrator, any claim or any defense or objection thereto was unreasonable, the arbitrator may assess, as part
of his or her award, all or part of the arbitration expenses of the other Party (including, without limitation, its reasonable attorneys' fees) and of
the is
against the Party asserting charge unreasonable claim, defense, or objection Nothing in this Section 18 precludes a Party from
applying to a court having jurisdiction to (a) seek provisional or temporary injunctive relief, in response to an actual or threatened breach of
this Agreement or otherwise to avoid irrevocable damage or maintain the status quo, until a final arbitration decision or award is rendered or a
Dispute is otherwise resolved — (b) enforce the provisions of this Section 18. Nothing in this Section 18 precludes the Parties from resolving a
Dispute by agreement at any time.
19. Amendment Waiver. This Agreement may only be amended by the written consent of both Parties, and any provision hereof may
be waived only by a document signed by the Party against which the waiver is sought to be enforced. A Party's failure or delay in enforcing the
other Party's performance of any of such other Party's obligations under this Agreement shall not be a waiver of any of those obligations.
20. Invalid Provisions. If any provision of this Agreement is ever held to be invalid or unenforceable, that provision will be severed from
the rest of this Agreement, and all of the other provisions of this Agreement will remain in effect, but will be amended by the Parties to the extent
possible to result in this Agreement having the same relative economic benefits and detriments to the Parties as existed before the severance
of the invalid or unenforceable provision.
21. Entire Agreement. This Agreement contains the entire agreement of the Parties as to the subject matter hereof and supersedes all
prior agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof. The Authorized
Payment Processor Applicant Form is an integral part of this Agreement.
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22_ Binding Effect: No Third -Party Beneficiaries This Agreement and the rights and obligations hereunder shall be binding upon and
shall inure to the benefit of the Parties and their legal successors and permitted assigns. Except as otherwise provided in Section I and 2 above,
nothing in this Agreement, expressed or implied, is intended to confer upon any person or entity, other than the Parties And their legal
successors and permitted assigns, any rights, benefits, or obligations.
23. Compliance with Gramm-Leach-BlilevAct. Notwithstanding the foregoing, nothing herein shall require either Party to violate
Title V of the Gramm -Leach -Bliley Act (the "Act") or any regulation promulgated thereunder with respect to the privacy of the customers of any
financial institution.
24. Organization and Qualification. The Parties represent and warrant to each other that each Party is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is organized, is duly qualified and in good standing as a foreign
entity in every state in which the character of its business requires such qualification (except where the failure to obtain such foreign
qualification would not have a material adverse effect on City's business) and has the power to own its property and carry on its business as now
conducted.
25. Due Authorization. - The execution and delivery by the Parties of this Agreement, the performance by the Parties of the transactions
contemplated hereby and compliance by the Parties with the terms of this Agreement, (a) are within the Parties' power and authority; and, (b) have
been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Parties and constitutes a valid and
binding agreement of each Party, enforceable in accordance with its terms.
26. Consents. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to
each of the terms of this Agreement, and shall indemnify the other Party fully, including reasonable costs and attorney's fees, for any injuries or damages to that Party in
the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
27. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute
one, and the same, document.
IN WITNESS WHEREOF, the Parties have caused this Distribution Agreement to be executed and effective as of the Effective
Date. 1 [� ` 1 �
CITY: / S OCYI 1 � `n
By:1'r W Q).. IMMV-AR
Print Name: Paul M. Walters
3 LEFiK Q V THE
Title
Address: Clerk of the
Santa Ana, CA
Date: -.;2� Z'v` 1 -1---
CARDFLEX, INC®�//J/�
By: / f
Name-
Title:
Date: 3 — / Z —1 Z --
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�p Recommended for Approval:
Francisco Gutierrez, Ex Dir FMSA
APPRO V Eli ASTO FORM
`/
Laura Stitt Shee
Assistant City Attorney
ADDENDUM A
CardFlex Services and Pricin>=
• General Purpose Reloadable Prepaid Cards............................................................$3ea
• Implementation and Set-Up............................................................................$5,000
C) Card Design and Set-up
o MasterCard or Discover Submittal
o First CA Bank Submittal
o Custom Card Carrier and Collateral
o Custom Cardholder Landing Page
o Marketing Support Materials (electronic form)
• Returned Check Fee.........................................................................................$20
• Card Replacement (Lost/Stolen)........................................................................ $5.00
'Account Activation is optional and not required by CardFlex.
"CardFlex will perform no disbursement functions under this agreement, but will provide (SA) with any
information needed to perform Direct Deposit, including authorizations and/or disclosures. Additional
disbursement services are available and can be added under a separate addendum, if necessary.
IN\.
____
Initials
ADDENDUM B
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Initials
Cardholder Fees
Monthly Account Maintenance
$4.95
POS Transactions
FREE
NSF Overdraft Fee
NONE
Load Fee
FREE
Electronic Statement
FREE
Direct Deposit
FREE
Email Notifications — Balance Inquiry
FREE
Text Message Alerts — Balance Inquiry
FREE
Customer Service via IVR
FREE
ATM Cash Withdrawal
$2.00
Other Domestic ATM Transactions (including Declines)
$0.50
International ATM Cash Withdrawal
$3.50
Other International ATM Transactions (including Declines)
$1.00
Cash Withdrawal From Bank
$4.00
Bill Pay
$1.00
Card to Card Transfers
$1.00
Other Transfers
$3.00
Expedite Card Delivery
$25.00
Declined Transactions
$.25
Live Agent Customer Service
$2*
*Waived if card problem exists
AA\ -
Initials
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Initials
---- Initials
25G AGMT NO. 2012-140 — AMENDMENT - BILL PRINT AND PAYMENT
SERVICES - With InfoSend, Inc. in an amount not to exceed $230,000
annually, during the term from February 29, 2012 through February 28,
2014 - Finance & Management Services
25H KIOSK AND PAYMENT PROCESSING SERVICES - Finance &
Management Services
AGMT NO. 2012-141 — With LD Systems for the acquisition of a kiosk
to be located at City Hall, to provide for 24 hour/7 days a week
payment services for a five-year lease not to exceed $36,000, per
year. ,,r Sem N'2„®12. -02_r7
,
AGMT NO. 2012-142 — With CardFlex, Inc. for the processing of credit
cards, and check payments in conjunction with a kiosk to be located at
the entrance of City Hall, in an aggregate limit not to exceed $30000,
during a one-year agreement.
251 AGMT NO. 2012-143 — AMENDMENT - ANNUAL MAINTENANCE AND
SUPPORT OF DESKOFFICERS ONLINE REPORTING SYSTEM - With
Coplogic Inc., in an amount not to exceed $30,000 - Police Department
MISCELLANEOUS - BUDGET
29A INSURANCE RENEWALS - Personnel Services Agency
MOTION:
Approve the City's continued membership in the Big Independent
Cities Excess Pool from July 1, 2012 to July 1, 2013 at an
estimated premium cost not to exceed $1,460,000.
2. Approve the City's continued participation in the Public Entity
Property Insurance Program from July 1, 2012 to July 1, 2013 at
an estimated premium cost not to exceed $415,000.
3. Approve the City's continued participation in the California State
Association of Counties — Excess Insurance Authority's Crime
Bond Program from July 1, 2012 to July 1, 2013 at an estimated
premium cost not to exceed $11,500.
CITY COUNCIL MINUTES 11 JUNE 18, 2012
MERCHANT
APPLICATION
Discover/Visa/MasterCard Sales Profile
U Corporation (Privately Traded) ❑Corporation (Publicly Traded) Medical or Legal Corp❑Retail
Merchant #
(Be Accurate):
❑ New Location ❑ Additional Location
a
2900 Bristol Street • F-206 • Costa Mesa, CA 92626 - 866.346.4011
Card Swipe
http://www.cardflexprepaid.com
Merchant Accepts DonateWise Now®❑yes❑No
By checking Yea and signing this application and agreement, you Indicate your acceplenoe of the Greenwlse GaimSulte and DanateWseNow Program tenns and conditions.
r
Legal Name (as it appears on your income tax return):
Name of Account (Doing Business As):
City of Santa Ana
Citv of Santa Ana
Legal Address:
Physical Street Address (No P.O. Box):
20 Civic Center Plaza
20 Civic Center Plaza
City: State:
Zip: City: State: Zip:
Santa Ana CA
92701 Santa Ana CA 92701
Phone #: Contact:
DBA Phone #: Fax #:
( 714 ) 647-5400 Christine Duarte
( 714 )647 5400 r
\n ust Choose One Mailing Address I E -Mail Address:
Website Address:
O DBAAddress ❑Legal Address cduane@sante-ana.org
www.http://www.ci.santa-ana.ca.us/
Federal Tax # aincome iex ia� j°f # of Locations Years in Business Years Owned Business
9 15 16 10 10 10 17 IS 15 1 1 143
143
Place of Legal Formation:
Country of Primary Business Operations:
CA
USA
Bank Reference:
Contact: Phone #:
Robert Donahue JPMor an Chase 949 471-9869
Christine C. Duarte 714 )647-5335
Name: Title:
DateofBirth, Applicant's SS #: % Equity Ownership:
1.
Residence Address: City: State: Zip: #Years:
US Government Issued ID#: Type of ID: Expiration Date: Country of Citizenship (if not UBI: Home Phone:
Name: Title: Date of Birth: Applicant's SS #: % Equity Ownership:
2.
Residence Address: City: State: Zip: # Years:
US Government Issued ID#: Type of ID: Expiration Date: Country of Citizenship (if not US): Home Phone:
Type of Ownership: L13ole Proprietor Assoc/Estates/irusts Joint Venture --®Government
Merchant Type:
Discover/Visa/MasterCard Sales Profile
U Corporation (Privately Traded) ❑Corporation (Publicly Traded) Medical or Legal Corp❑Retail
(Be Accurate):
❑ ❑Tax Exempt Ongdel ❑Single Member LLC ❑Multi Member LLC ❑Civic Assoc
❑ Restaurant
Card Swipe
0 %
nL'm'led Partnership ❑Porfcal Ong ❑Other:
Limit d Par
❑Lodging
Manual Key Entry with Imprint,
CaN Present
0
Type of Goods or Services Sold: SIC Code:
yp
Business License
❑ SBNICe
0Internet
Mail Order/telephone
0 %
Do you rrently accept Discover®MswMaslercard? : Name of Current Processor:
cu
®Yes ❑No Palea
u, vee ro° soouw submit a oum,nn months to roamsyp
.)
❑Home Based
❑ Other
nterrut
Total =
100%
100%
Has Merchant or any associated principal disclosed below filed ❑Yes Date:
bankruolcv or been subject to involuntary bankruptcy? JNo
E2 G2 1822ARoute66GlendoraCA91740 Craig Sunada ( 909 ) 680-841
Name: Address: Contact: Phone #;
Merchant Location: �Retaii Location with Store Front Ld Office Building ❑ Internet IJ Residence U Other
Area Zoned: LJ Commercial I❑Industrial L) Residential Square Footage: ❑0-250 ❑251-500 LJ 501-2,000 02,001+
Does the amount of inventory and merchandise on shelves and floor appear consistent with this type of business? LA Yes Ll No
If No, explain:
The Merchant' ® Owns ❑ Leases the Business Premises Landlord Name & Phone #:
Further Comments by Inspector (Must Complete)
Business appears as represented
I hereby verify that this application has been fully completed by merchant applicant and that I have physically inspected the business premises of
the merchant at this address and the information stated above is true and correct to the best of my knowledge and belief.
Verified and Inspected by: Office #: Representative #: Rep_fe,se tiiv®_, natur ;<✓ Date:
Baillie
White Copy - Bank • Pink Copy - Merchant Rev2.10/01/2011
CardFlex Financial Services is a registered ISOIMSP of BMO Harris Bank, / .{',,'},Criicago, IL, page 1 of 7
0 Discover I Visa I Mastercard Standard Retail I High
Risk Retail Rates
Merchant Chooses to accept the following:
Peritem
DISCNS/MC (Other Cards) Clad Rate:
0.00 V.
VS/MC Discount Rate for Debit Cams
0.00 %
AMEX Discount Rate:
0.00 V.
DISCNS/MC (Other Cards) Olscount Rate: Inti
VS/MC Debit Card Discount Rale: Intx %
AMEX Rate: AZnfi Monthly
DISC/VS/MC Transaction Fee:
0.00 Per Item
DISCNS/MCTransectlon Fee:
Peritem
Nan-Bankcard Transaction Fee:
SCT60 per Item
Non-Bankcand Transaction Fee:
---.0035
$0.04 Peritem
Statement Fee:
$0.00 Monthly
Statement Fee:
$0.00
VIMAS Online Service:
$0.00 MonthlyMonthly
VIMAS Online Service:
$0,00 Monthly
Monthly Minimum:
$0.00 Monthly
Monthly Minimum,
$0.00 Monthly
Annual Fee:
$0.00 per Year
$0,00
Debit Transaction Fee Plus Network Fees:
0.00 per Item
Annual Fee:
per Year
_
Debit Access Fee:
_
$0,00 Per Item
MOTO/Internet Surcharge:
0.00 Per Item
EBT-fanmetton Fee:
$0.00 Per Item
AVE Surcharge:
$0.05 per Item
EBT Statement Fee:
$0,00 Monthly
Batch Fee:
$0.00 per Batch
Batch Fee:
$0.00 per Batch
Manual Imprinter: QTY: 000
__$0_00 One Time
Manuel Imprinter: QTY:0_00
$0,00 ChaTme
Chargeback/ACH Reject Fee:
525.00 Per Item
ChargebackrACH Reject Fee:
$25.00 Per Item
Retrieval Fee:
v;00 Per Item
Retrieval Fee:
$5A0 Per Item
Voice Authorization Fee:
50 B5 Per Cali
VaiceAuthorization Fee:
$0.95 Per Cell
Gateway Access Feet
$0.00 Monthly
Gateway Access Fee:
$0.00 Monthly
$1_00
AVS Surcharge
$000 per Item
Government Compliance Fee:
__- Monthly
Government Compliance Fee:
$0,00 Monthly
TIN Mismatch Fee:
_ $19.95 Unit Validated
TIN Mismatch Fee:
$0,00 Until Validated
Eary'rennum lon Fee:
$495.00 One Time
Early Termination Fee:
$495.00 Grannie
Mlsc Feea. Start M.Nr:
Amount: Terms:
Mise Fees: Start Mohr.
Amount Terms:
41
qi PCI Cannerance
12 PCI ComPllance
$3.95 Monthly
___ $45.eo Annual
_ _
N2 -_- -- ____ ________ _ ________
43-
44
...................... .._.-.-.-.- .....
B4 --- ---------- .______---
1) Il We understand and agree that while my/our discount rale as stated
above will be charged on most electronically authorized payment card transactions that are In batches closed dally, charges up to 5% higher than mydiscount --
rate may apply where additional criteria is not met. Examples where higher
rates apply include but are not limited to are MOTO, keyed in immediate, transactions without AVS, business and
foreign card transactions. 2) Pass-
through Association fees include Visa Acquiring Processing Fee, Visa Risk Handmaiden Fee, Visa Misuse ofAuth Fee, Visa InternaAonal Service Assessment Fee (ISA), Visa Zero Floor Limit
Fee, Visa IntemationalAcquirer Fee,
MC Accgicrer Pro ram Support Fee MC Cross Border Fee, and lire MC Network Access and Brand Usage (NABU) Fee. Please visit the Association's website for further details. Do you use a third party to store or transmit Cardholder
dabs?'oYasf]No Give Include, but limited to facing Loyalty Programs, Electronic Data Capture),
neme)address:(examples not companies, shopping carts,
Please Identify any Software used for storing, thermal or processing Cam Transaction or Authorization requests Car dFlex Gateway
Merchant
10- Benefits Club
❑Yes, I want to participate In the optional Merchant Benefits Club which Includes equipment support and replacement for an additional $14.99 per annunallperipherel per month.
Initials: X
By signing below, I represent that I have read and am authorized to sign and submit this application for the above entity which agrees to be bound by the American Express® Card Acceptance Agreement ("Agreemenl"j, and that all
Information provided herein is true, complete and accurate, I authorize ESA and American Express Travel Related Services Company, Inc, ('American Express") and American Express's agents and Affiliates to verify the lateral
In this application and rel and exchange Information about we personally, including by requesting reports from consumer morning agencies, and disclose such Information to their agents, subservience, Affiliates, and other
paries for any purpose permitted by law. I authorize and direct ESA and American Express and American Express's agents and Affiliates to inform me directly, or through the entity above, of reports about me that they have requested
from consumer reporting agencies. Such Information wall Include the name and address of the agency furnishing the report. I also authorize American Express to use the reports from consumer reporting agencies for marketing and
administrable purposes. I understand that upon American Express's approval of the application, the entity will be provided with the Agreement and materials welcoming It to American Express Card acceptance campaign.
IU Retail -$0.10 Trans Fee +0.30% CNP Downgrade Services GWholesale &All Other -$0.15 Trans Fee
Merchant authorizes Cynergy Data, LLC. ('Processor") at END Harris Bank, N.A., (°Bank') to present Automated Clearing House credits, Automated Clearing House debits, wire transfers, or depository transfer checks to and
from the following account and to and from any other account for which Processor at Bank are authorized to perform such functions under the Merchant Processing Agreement, for the purposes sat forth in the Merchant
Processing Agreement. This authorization extends to such entries in said account concerning lease, rental or purchase agreements for POB terminals andlor accompanying equipment andlor check guarantee fees and amounts
due for supplies and materials. This Automated Clearing House authorization cannot be revoked unit all Merchant obligations under this Agreement are satisfied, and Merchant gives Cynargy Data written notice of revocation.
DDA: ABA Routing:
INVESTIGATIVE CONSUMER REPORT: An investigative or consumer report may be made in Connection with application. MERCHANT authadzes BANK or any of its agents to investigate the references provided or
any other statements or date obtained from MERCHANT, from any of the undersigned individual credit Or financial responsibility You have a right, upon written request, to a complete and accurate disclosure of the nature and
scope of the inVoilmofion requested.
uwrux vary r vu, r ice: An mmrmanon contained in rms appncanon was compreret
in panted terms unless specifically agreed to In wilting by an officer of Pneumatic
within this merchant application, on the reverse side (the Merchant Agreement)
As a primary Inducement to Processor and Bank to enter Into this Agreement, the undersigned
Guarentorfs), by signing this Agreement, jointly and severally, unconditionally and irrevocably, personally
guarantee the Continuing full and faithful performance and payment by Merchant of each of Its duties
and obligations to Processor and Bank under this Agreement or any other agreement currently in affect or
in the future entered into between Merchant or Its principals and Processor or Bank, as such agreements
new exist or are amended from time to time, with or without notice. Guaranlmfs) understands further that
Processor or Bank may proceed directly against Guarantors) without fast exhausung their remedies against
any other person or patty responsible to it or any security held by Processor and Bank or Merchant. This
guarantee add not be discharged or affected by the death of the undersigned, will bind all heirs, administrators,
representatives and assigns and may be enforced by or for the benefit of any successor of Processor and
Bank. Guarantor(s) understand that the inducement to Processor and Bank to enter into this agreement
is consideration for the guaranty, and that this guaranty remains in full force and effect even H the
Guarantors) receive no additional benefit from the guaranty,
AGREED AND ACCEPTED
#1 From Application - Signature Date
X
#2 From Application - Signature Date
of the above
Hants Bank,, N.A., Chicago, IL. By signing below you ere agreeing to the provisions stated
dge receipt of the merchant operating guide. Those provisions must be read before signing.
to execute the MERCHANT Processing Agreement on behalf of the here within named
business. MERCHANT UNDERSTANDS THAT THIS AGREEMENT
SHALL NOT TAKE EFFECT UNTIL MERCHANT HAS BEEN
APPROVED BY BAN AND A MERCHANT NUMBER IS ISSUED.
CitvofSania)Ana
P't Leat ame of etch 1it usiness
X .(..._r I. A
44-
#1 From ApplicationSignatum Date
X
#2 From Application - Signature Date
X
Accepted by Processor Dater
X
Accepted by BMO:Harrs Bank, N.A, Chicago, It. Date:
CardFlex Financial Services is a registered ISO/MSP of BMO Harris Bank, N.A., Chicago, IL. Rev2. 10/01/2011
Page 2 of 7
This Mercyam Agmemenl Is edazM Into between the bum Indicated con the Merchant AppllcatlDo r'MemM1mP at'you"I, CynmrgY Data "CB" p Saco Blau¢
or'Pro miol"f, no ONO Hartle Bank, KA. CREW The Procoeser and! Bank may be mlletllmly ldentlAed as or -W othis lye body at like 3.1 Each immactlon that you mark moat
AAmnneo, mal Aoearlmpdntolimeard.Bhowlnaea,
RetlWl¢
A prepeld Cord must
,of lhi'Aoeeemn6
seting LLels¢ued Bebtl Lards; Mwevare minimum payment, iultc
calm ss peymeM for all card not arum forub. NauM Cobalt CVMe;
ray NarquMaroHpkmandoree lerolMr forma Eliminate .,has
el. Me godord inledi Cmd; M1eweve, you maychoawnat to
ma deecdhed he Section 13;
, Mme orbeAmeaapbone numheG home orbminenatldrs, or
oNemr Idloory requlred I...doryand 91 wdo far. ee d
M;
Ian adding CerdMMm oblingrom tleamed uNrsllxtlMe;
beck;
mrs, earn eromcea at Wameaa eelahliahmem—,I her
I find haeme.. conal .1. olgaodc oraeMcw. anneysmen of data.
and Brody, If In lmmodle. nanceffshad of your accomn;
mo;
naahondlse oraervlreo i says been inducted on n Bare prefl; 11
M Recession effects me. dread i'mNedatl by the
'ion
W loymea the filmmaker's nodded numbs' frd milynalt on'
mor inonareW,am far yourgoadd or¢eMid, ermpl m sopped
,and, of mmct,Iing mllAallon of Cerdhsyler lndodNg but hat pmlted
caNMlder'a personal aheck, most rafforrommorn, the ooVernon el a,
of did mBc lmpo¢otl span Mr.m. by Ma Ag2emenl
a the menders, form a, trot In Ones, pawlties BoVertermina
rare
ur¢.Mmewld;
memomodum for of ten, Died Beam findings Na don, ofundidemn of idea Cam
pllgw mgNremeMdollM1O Balo¢Bmfl mml he met Fye ¢Ingle page
Cho'cleark
]S IIyaU acv'elN aimrsacNon where you tlo rat abmin a Setae pmftmeellnA 011 oflha requlremanta of Garden Yt, you dem et your own tlek.
4 Mad Wi Telmer Order Incomes TmmaGloos You may only engage in mailAdepMmlMlmmt ONem plovltlmthaYde notemetlme
pernmi ofyam Wel bankeetd volume reflected on per Marmhant Apptlallon antl Agm Graft Failure io atlhue N IMo mqubement may remit In
mcellatbnn1Into Merchant Adinhoaflon.6AAleement, orwa may held yo orfande andorinkmlpt irennineleyo.,owed,, YlBRelgdmrdi
M TraeacMln mre a¢ubelanWlly make nmay of LbarAeback slice Bonwill wt have an gain card of WO MMIVcoined Transection and am VAN
.1 have me CaMhoMeY¢ combined an the Barka Oreft ea you di In a laa.EE Tmneadtaa, you will aemme all BEEN z¢wdeW with ac¢Wnga
mallAdlphoreANllnel aMe, Tiamen Ion.
5 seNdermade CaNTmroadd v
1A Bugled Is yaur.Miner with bmdapae Rules antl this Meahml Application end Agrz¢menl, 6anit will mods the Card Tmnaacpma lm
CvdasPoCNetl In YourNerchaM Appllaallon and AgrcenmtaM wgllnlgafe atnimlerol apPllnehlefwde b Bow 6ucM1 M1mtln ¢haA hosublwllo aur
wdbholtltng,z¢turt,¢ecutlly and rtaave dAbts. All eoNllemvnR lor01¢mveryRmterCartlaM Nea CaM iranmeMnz wltl bo net oloretlllelreluMo,
eGuaM1noNb, applkahla Bhmunt lLtn when tlue,C. EAahacs mtlavy bytiremounklnendue Ed
otbegrpaeforonlnyaua2 pmvWanaland
rc¢Wltlfo,among oMw @Inge, thegebecke,feez and Anes hnpos¢tl by tire Acwdallom.vJe w01 not be NaM¢bar anydelays in rzcdp[alNntla
in dabifaM aetllt cnidae wooed byfhlN peNea, IrrtAuding. Eln not llmll¢tlto, any AaxodvtlonmyourManslalNEMHort
5.2 In addlllonm any othormmetllee availahle la ue underlM1ie MerclmnlApplicatlon and AAleemen4 ore maµ wdMul pdornefiu,auepentl payment
atony Nntle ahoNtl any Event of0afaultaccur ortlwo M1ave ansonb beliaw lM1em lsaMimutlulenl entiviry tefatad to ll2Tmn¢adlonatMlyrou
mbmltb Ua.
e &dmlvlty. Burin the lean of this comfort Applkollon antl rockeeh yw 11m nae Pmewwr as yummaludde pmNdero1a116 lose
mAe¢e we Faroe channeled epedpaully ogreed In wrlting.
Z Auhenamr n
IF YOU CONTRACTOR TO USE ONE OF OUR AUTHOMEATON SERVICES, BO NOT USE ANOTH Ell TRIED PARTY SYSTEN WITHOUT NOTIFYING
CUSTOMER SERVICE. WHERNE E,WEWILL BE UN ABLE lO SUMEMPULLYBESEARCN All DEFEND ANYAUTHORIZai REtNCU Chi
BACp3 ON YOUR Bari runs onAY WILL SIONDICANTLY pECREAGE YOUR INE TO RE6EMCH MD PROME PROOF OF AUTHORQA➢UM,
THUG REEUMIS YOUR OPPORTUNITY TO REVERSE A CRAROEBACN.
11 you WVlrn anomaranticorrosion neNolk'you will bo memorable do me tlowdreme ofdr, Bodaadlmw to a Indi msl chandonga1.-0
fmm a mlamalch of mlormElon 1a .,.,.-a am ilwze oI 'had Pad' a W nodatlan....
If you use a bond am, aumerim(wi"whasi you ret elm wmpty with sacfwn Al E. of the Operds, pmaeimues.
CandFlex Financial Services is a registered ISO/MSP o'
Page 3 of 7
8.5 iXetollvwln9 To a pnMy let, of reawna loramerdeblfa he yew applicant AIPP.1P..,.randbrBark.,add to UND Itch, requlratl
(1)Areoamuan mvv,aW,. aM Race a¢aaead ape a rept of mur Retirement,
m) Carmn[y«nvapon arm.;
Mj Fue area CXar.pacb not prevlopelyaMrged;
tACHmmm
jea; Intl
it) m antlelapaslvtl In ercor,
For addllhrwl rtaaana.Ieletll yvmepwNlnR Pmaedmev.
I WhvEaditlemauta
0.1 AmH.PFor— la euhjwt to sePrairie approval.
01 MaderyOnauhjndkeepela,apprwat
.G JCBIvaWeHtotepanaallnput. Bp oxeconng III Apainedler and AgraemaM, You he.bpmprou that Be*, mIayJCB Caere brAUPorta
Ilan, data wpWm and Dooda9
10 C"Hateaee
10.1 You are reaPonamleforWmerming P.cernauralor Sa krorany inneeman thel 1111pi otl hackhy iM1e Carol lappa, 9ankenakr My
Cordlmlderaml a, related hes.
audty breach .1Cold .1 DooleatfleI aafq 01)peamm or«um b be crApped any remedial aei recammwtlaa ,yam. Premiere, and tlll)
coop¢.,.111, Preuear, MOor Bank In mo Im«flgaflen and mwledlen Ma, eecutlty btaad.
14 4aelpmnvnb
.500 aywoIrvraeegmnem of mia NemMnI MPllntpn mltl Agreement b/you, Innluding mry rlybfvaM ONlgdiene zland henlM la wltluGe b/
s Intl may result In llw lmmetliafeterminaflomffltl¢YONnm Applkaflon antl ggreemeM. We nlrryhorefvh»sign andbfdekgalemis Yerthmrt
plvnantlw l ptywilhoNnotka Yponn¢g t ,anemer Benkar pavuevor nuy bo vubatltm¢d lorNe PmerovOrar
8akunw wbosepoInmtlpthisM 6nt nonetl Agmntipo
1A] Eacepasul harder In fAlo Ienian 14,into Merchant Pppllwtion and Agreaneet its
t be bintllig upon wmenvvm and aaalgno and Nvtl Inure he
IMheneOfalm¢perllesaM their re¢petlNv permll,d ¢uwva¢vm vntl aaalgrm.
18 Cmctllepon Fen
18.1 I1(vf you eletlla canceilM1la Yerthant Appnaauon antlApteemeM ptlorlo Ne evNmnepoHMWtt2uneµ(plrlyeiWdijgepnalam,m l6)
IIae N¢mxamApplWnon antl Agreement la telminebd ly wptlOrlo No nvpinlloiml Ne men cunenl term due to an Evm1 a10efavl(we wJl wRm
a¢ubGanlial lnjarylor wbkxlt lv lmpmelkalde or¢Nmmetydifli[IAI Io 9x oaNOldmlvgay.Ire an eflortbllgNane lnadmncemoaumNal olloultl
a r"mwxewebwY epxmdwamHpaaoem, due, krwaaleoa pthinry.fuYea too result M"Imn labweanmeeolulmMlonPride
ridn Moreahand 40vwanaovnllaam
a ( Rhaetian People
mmppre
amb
arm¢ men ammnnaml arenaNMahant Appnmuan area Aenamwn.
ti AcomprMle
IwaibeatNearly
ar 9(Gkn.l,wemayamenamia Nembaal gvplleauenaM AOrcemenl el anylxne hyproNtlNO waNan naflwaoyou of any emandnrenlW
lwMryll➢I tlaya ptbrin lira erlecllvatlaly oltno amMdneM.
1h Evenkaftekub
11 R¢preaenhQuilTemmmlea
11N Far.amcaMTnnMMkn apbmm¢a, ua, y¢uvmnammamnawlne:
rat Itl¢alawSul wlRRenhl not preNamrysubmiltetl vnd lv Dnty lar lily Item¢ sold yr nnrotl lntlutling laxev,hntwltlwvl anY eurtxmNq;
Ibl t.prewm. an OMlgmmn pnrvp eamnafaer mrme mnapeuon amaum;
tel nla rola. amwm mar9ea aabkm m Mvaienma. aatott orwnmemhlm;
1,4 nm mrmarenamlw«¢emaa aaualN ammantl ar parom,aaH nm wmaumemua«¢nma area wbmw.a mp ant mrprtmaamR(ea«Pt mr
arryd¢Iayvtl aellwryoraManm aepmNivmaUlvna axpresaly aulMrhetl bytMe Norchenl APP11va11on antl ACreemenp:
lel Hem you hero heknongedHe aehtinO that JIM
Trappr Cara hurricane,
personal [he<N;
lQ Thalyw M1swnoion to bagearnv11ae" teCannmarbnly imprepe5 inutlulenl orunauthodxa;
lel Thaimmadlon la between You a" iM1e Laraholtivp
lnl limited... eR olaarerllr i.roeUlon wllhoNapreretlirg tlehil;aM
Q) iM1e inneaNlvn 6matla In acwr&wa Wm thla Mmchanl Applkallon antl Aprwmenq Ne DpenllnA Prcceaures Mtl 0.zevMatlen Rulea.
11.2 TH151C A SERVICE AGREEMENT. WE DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WIM
END LINITAININ, THOSE REGARDING QUALITY,SUITABILITY, NERCHANTAMLRY, EITNESS FOR A PARTICULAR PUMI.SE OR OTHERW45E 0 MY
SERVICES OR ANY GOODS PROVIDED INCIDENTALTO THE SERVICES PROVIDED UNDER THIS NERCHANTAPPLICATION AND AMEEMENT.
30 Firmclalantl01vhlmmtllen
ID] You wN protide to vsfiianvlalenlemenfa and amer lnlormalivn nnvemtnA Ww6lminns antl yvurwmptlanwWlx mekmmeM pmNzbre
aI1AISNx[MnlApplimtlon antlAgmemanl a¢we envy lxawnably mquoM. Yvu wiilpmvide uawl@wtlpm non[¢almryjWAmenl, writ, wunN of
pwxmenl, vzaupon wlevyagalnal¢try of ycurovwb Rol lobrthan Nma 11l dvya aneryou b¢w areofwme.Tau ooPoorbn uv ro0b,ln
from Nkaparfies mm�vialaM undpM,rmallon nlaprg la yrouin wnneap0p wren curdelwmWfie�ehUhmroaeaept gla uemhanlAppGmnan
artl4Greomenfantl aurmnlm poo IMPAre,y o oball inanvlal antl eretlit a,lus We mayaizoa[eeas wawai perfavn tiMehpuxrve pmNaN
to Director Upon mquml, you axallpwvWefa uv oraurtepresaiRafrvas reasonable e[welo yourfttilnkrs and remrdz krlhe
OR Froprek -,I —'Y
beut'hapen car
My'l mMlarrewMe tlea'i alK+apaate
M9-Fremnmefalier.;.ee.�ya�a.ne9ake JenbmeaBaary.Mead
bynaknveMmpeefbrHndutl' amMmpmaw" e{waNemtr, wa
M
NJMan}}goWrwRMpaiaWMmiMphy alleendws�,.a.'aF."-�f�^1^^ a'°^mw—.,„=�.aleudmztsYearwMMrawxM
1>1�wMxs,MpnmauvmsunpN`wnrvFeN.
CardFlex Financial Services is a registered ISO/MSP of E
Page 4 of 7
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and mlandsIMMamorstmktfour Rate 2artSolanTmw.himm arm hytherd desaiMri in Snmm 7a art Me"crdW A a,hiargadersaJ' Merchant Initials: X CD Initials: X
and -Ore Meraw"A,wer adendAtmencnt
Card Flex Financial Services is a registered ISO/MSP of BMO Harris Bank, N.A., Chicago, IL. ReV2. 10/0112011
Page 5 of 7
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CardFlex Financial Services is a registered ISO/MSP of BMO Harris Bank, N.A., Chicago, IL Rev/L. 10/01/2011
Page 6 of 7
o- DISCLOSURE PAGE
Acquirer Name: BMO Harris Bank, N.A.
Acquirer Address: 150 N. Martingale Road, Suite 900, Schaumburg, IL 60173
Acquirer Phone: 847-240-6600
1. A Discover / Visa / MasterCard Member is the only entity approved to extend acceptance of Discover / Visa ! MasterCard
products directly to a Merchant.
2. A Discover / Visa / MasterCard Member must be a principal (signer) to the Merchant Agreement.
3. The Discover / Visa / MasterCard Member is responsible for educating Merchant on pertinent Discover / Visa / MasterCard
Operating Regulations with which Merchant must comply.
4. The Discover / Visa / MasterCard Member is responsible for and must provide settlement funds to the Merchant.
5. The Discover / Visa / MasterCard Member is responsible for all funds held in reserve that are derived from settlement.
Merchant Information
Merchant Name: City of Santa Ana
Merchant Address: 20 Civic Center Plaza, Santa Ana CA 92701
Merchant Phone: 714 647 5400
Important Merchant Responsibilities
1. Ensure compliance with cardholder data security and storage requirements.
2. Maintain fraud and chargebacks below thresholds.
3. Review and understand the terms of the Merchant Agreement,
4. Comply with Discover / Visa / MasterCard Operating Regulations.
The responsibilities listed above do not supercede terms of the Merchant Agreement and are provided to ensure the Merchant
understands spme.i. octant obligations of each party and that the Discover / Visa / MasterCard Member (Acquirer) is the ultimate
authority s 6iild the rchant havib a roblems.
+dMerchant Signature Date
Paul M. Walters
City Manager
Merchant's Printed Name and Title
Revz 1010112011
CardFlex Financial services is a registered ISO/MSP of BMO Harris Bank, N.A., Chicago, IL. Page 7 of 7
APPROVED AS TO FORM
Laura Stitt Shee
Assistant City Attorney
OFFICE:
REP: Emma Baillie
ACH Processing Application I MID SIC:
r r v L i2
® ACH Processing Program-(SFTP) Virtual Ternlnal (a) Manually kay data Into VMual Terninal, or
b Upload comma separated values (CS tee into Virtual terminal
_..+ t-.°�!3' - . .BPISINESB(NF6RMATfONi;."`.r..,.�.,;^�' .., ... "..
eg ame'G.Ity of Santa Ana °"e 714 540-9737 Loceaons: 1
A ° g Clty of Santa Ana Contact era°"Christine Duarte
Business As). •r
omi`a20 Civic Center Plaza Email ddress.cduarte@santa-ana.org
Addreross:
C"' Santa Ana state: CA P92701 DN ones 956000785 mpdyeee:
-.:,... ACH)P:ROF.tEE
.;c, . "a ¥&+r"=..,,' «r:ja% .. v-9.
Corporate Credit or Debit
Pre -arranged Payment and Deposits
Telephone Initiated Entry Web Initiated Entry
❑ CCD Credit p CCD Debit
D PPD Credit D PPD Debit
D TEL Debit D WEB Debit
Merchant's
Average Items / Month #: _ _ _
- -
Requested
Maximum
$ / Transaction $:_ ._ _- --
Activity
AverageItem $: _
Limits
$/Day $. _
Average Returns / Month #: .. _.
$/ Month $:
# Trans / Day #:
# Trans / Month #:
.--
ame(print): Tge: Equity/Ownershlp: %
Date of Birth: Drivers License # State: Social Home
Securit #: Phone:
Home Address: City State: Zip
2) Name (print): This: Equity/Ownership: 'Y
Date of Birth: Drivers License 3 State: Social Home
Securit #: Phone:
Home Address: ity State: Zip
¢ ,NK�REF,ERES
Bank#1 Name. Account Number: Phone:
Bank#2 Name: Account Number: Phone:
r ._, t... BIJSINESS,PRf)FIIE '° t._ : ^ 'tx,.. , _ . ,777777,7777
Type of Ownership: D Sole Proprietor 0 Partnership ® Corporation (State of Incorp: _ _) ® Other Government
Number of Years in Business 143 Length of Current Ownership: 143 Other currently/previously
awned businesses:
Prior Bankru toy? ® Yes ®No DateDischarged: ed: Do you currently accept Visa /
p g MasterCard / Discover Network? ®Yes ®No (If yes, submit 3 most current statements)
Currently Processing with EFT?: E7 Yes® No (If yes, name of current processor): Methods of Marketing:
Detailed Description of Business License
Products/Services Sold:
" fEECHEOUIE '",,; .w':`t?x. m,t,x,.
Item Fee: $ 0'25 and 0'25 e/ each Item Monthly Fee: $ 5'00 Setup Fee: $ 0.00
Monthly Minimum: $ 10.00 Inquiry Fee: $5.00 Gateway Fee: $ 0'00
Over Monthly Limit Surcharge: $0.10 +0.1 % File Load Fee: $0.50 / Batch Overdraft Fee: $25.00 each occurrence
Returned Item Fee: $ 3'50 Late Returned Item Fee: $ 3'50 (Each rejected or corrected item)
Excessive Return >1% Fee: $1.001 Rem Excessive Late Return >1011 Fee; $3.00/item
..S?iCtlORfX.�9'TIQNbTO;CREDI7 AN0 BI aB.CCOLNT .-±5
CLIENT hereby auftwrizes CaI in accerdarrce win the Data Processing and Payment Cdlecnon Agreement, to Iritlare dept and creciterrotes to CLIENTS business chaSdrg amount as indicated on bre enclosed
voided check This athonty into remaininfill once and erect urtl (a) CardFlex has receivedwnsen notiosimtixm CLIENT of Its temin Sim in such merrier as to afford Cardi Iex reasonable oppors my to ad on It and
(b) all orligations &CLIENT b Card oexthathave arisenurderatls Agreanenl havabeen padin fun, Including, but not natetllo, those obligations described N paregmph7ofthis Agreement This euhaiedon a derds to
such emiesin said acaountocrog lease, rental orpurchaseagreements for soMvae moor In
INVESTIGATIVE CONSUMER REPORT:An investigative orConwmer Repodwill be meds in mn niglionwith tlds application. Apgicantautlwrizes Cad9wr orarrycreditbreau oray credit repatng agency employed
by Candli ANY AGENTS OF CamPextoinvaidgace the references gvan or my other sikernaHs ordab obtalnetlfronnCLIENT, arany of the under signed pnndpeis.
WARRANTY: Each of the myrarablices above 118W �arereNewad appii and warrants that all irrfamanon Is trus ad correct Each undersigned! owiedofioar 0 CLIENT represents and wartent tl>at he has
'IleldmA
mMarduderstendathe Dora Procassirgend Payment p. ry adwilhorrt nm�tlor thePmdecnsdf Pa'agreph 7, Incorporated bean by reference).
Owner/GflICer Signature#1: Tone: Executive Director FMSA Date: -1/5 /
Owner/Officer Signature #2: X Title: Interim CjLV Manager Dale; /w/ -0 1
.4L`L+CORR,9RATIONSc=:3Co ot'ate,.ResblrltiAn .a^"z '._, ." {"' ' _ E 7
The indicated office, identified above has the atinztion tto execute the Merchant Processl g Agreement win Bank and CFS on behaf of the here within named corporaton.
Secretary of the Board: X btu. c 9-� Date;J' It^ p /
Inc. ACCEPTANCE
lCARDFLEX
Application Approved By:Tttie: ___________ Date: / /
Rev. 082012
MEMORANDUM
To: Francisco Gutierrez Date: March 14, 2013
Executive Director, F&MSA
From: Christine C. Duarte
Treasury Manager
Subject: CardFlex ACH Processing Application
The Treasury Division entered into an agreement with Easy -2 -Get -2 (E2G2) out of Pasadena, for
the development of an on-line business license application program. E2G2 is offering Santa Ana
businesses with free web -presence. Enhanced web services will be made available for a
monthly subscription fee. Payment services through the on-line application process, will be
provided by CardFlex. We currently have an agreement for credit card processing with CardFlex.
However, a separate application is needed if we would like to allow the ability to pay via a debit to
a checking account (aka ACH or check payment). I have attached the ACH Processing
Application required by CardFlex for your signature.
As you know, the City of Santa Ana has gone live with a Santa Ana Debit Card through CardFlex.
The Debit Card provides residents access to banking services not always available to persons
who are not able to provide identification most financial institutions require. Through the use of
the SA debit card, residents are afforded discounts provided by Santa Ana businesses who are
registered with E2G2's web presence. Although the Debit Card program is live, E2G2, CardFlex
and City staff is working on the marketing side of the program. I am told by E2G2 that a launch
is anticipated by the summer. The on-line application of business license renewals is scheduled
with upcoming Flat Rate renewals (in May).
I will continue to keep you posted as we move forward with this program.