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HomeMy WebLinkAboutFIRST NATIONAL BANK OF OMAHA/TSYS MERCHANT SOLUTIONS -20141 V 1° Principal /Bank: Assoclate/Oroup: 002000 Chain /Association: 002001 N- 2014 -106 MCC Code: 7523 MERCHANT TRANSACTION PROCESSING AGREEMENT — MERCHANT APPLICATION 201405 Merchant Application SBS Pass Through CONFIDENTIAL BUSINESS Business Legal Name (must match name on tax return): INFORN/INLION Business D/B /A: ( "MERCHANT') CITY OF SANTA ANA CITY OF SANTA ANA Location Street Address: (No P.O. Boxes) City: State: Zip: T 20 CIVIC CENTER PLZ Santa Ana CA 92701 Contact Name: Phone: Pax: Email: Minerva (714) 647 -5440 MMancha @santa - ana.org Mailing/Biiftig Address: (If different from Location) City: State: Zip: Phone: 20 CIVIC CENTER PLAZA SANTA ANA CA 92701 (714) 647 -5440 PROFILE BUSINESS • ASSUMPTIONS g of Locations: Fad. Tax ID: Annual Visa/MasterCard/Discover Location Volume ($): Business Open Date: 1 956000785 Volume($): 10,000.00 10,000.00 7/1/14 Avenge Ticket ($): Highest Ticket ($): Avg. monthly Vol. ($): Length of Ownership: ViswMasterCard/Discover Yes 1.00 5.00 833.33 0 Yr 1 Me Currently Accepted? 10 No 4 of Employees: Ownership Twe: %of Goods /Services Cash and Carry: 100 0 Government Type of Business: Pricing Method Type of Goods /Services sold: (Please include a copy ofyour return /refind policy) Card Not Present CNP MOTO PARKING ftous Processor: (Please Include copy of statements) Business Website: W W W.SANTA- ANA.ORG Card Present 0 % + Card Not Present 100 %= TOTAL: 100% Sales to: Consumer 9° + Business 5 %= TOTAL: 100% If CNP Choose one:_ CATMO Card swipe ° +Imprint 0 %= TOTAL Card Present % Application Type: Addl. Location LOC /Old MID: Dun & Bradstreet 0: (If available) Have you or your business ever declared Additional Location 84870052081880 bankmptay? []Yes []No Do you use any third party fulfillment houses? O Yes O No Do you work with a rind parties or software vendors who have access to rdes If Yes, please provide a contact list of all third party fulfillment houses. cardholder data? ®No If yes, please provide a contact list of all third parties slid software vendors who have access to cardholder data. When is cardholder billed for goods /services? On Order 0 On Shipment Average number of days between order and shipment? Expected date of first transaction? Do you operate as a Seasonal Merchant? 0 Yes 0 No If seasonal, indicate operating months: E] Jan Feb L]Mar CApr [E:DIMay Jun E]Jul Aug DSep ®Oct oNov E] Dec Bank Reference Name: Contact: Phone: Account Number: JP MORGAN CHASE KATHY KOBAYASHI (949) 833 -48 935309500 Trade /Supplier I Name: Contact: Phone: Account Number: Trade /Suppl ier 2 Name: Contact: Phone: Account Number. VISA DISCLOSURE MEMBER BANK (ACQUIRER) IMPORTANT MEMBER BANK (ACQUIRER) RESPONSIBILITIES IMPORTANT MERCHANT RESPONSIBILITIES INFORMATION I. A Visa Member is the only entity approved to extend acceptance of I. Ensure compliance with cardholder data security First National Bank of Omaha Visa products directly to a Merchant and storage requirements. 1620 Dodge Street 2. A Visa Member is responsible for educating Merchants on pertinent 2. Maintain fraud and chargebacks below thresholds. Omaha, NE 68197 Visa Operating Regulations with which Merchants must comply 3. Review and understand the terms of the Merchant 800.853 -9586 3. The Visa Member is responsible for and must provide settlement Agreement. funds to the Merchant 4. Comply with Visa Operating Regulations. 4. The Visa Member is responsible for all finds held in reserve that are derived from settlement. The responsibilities listed above do not supersede the terms of the Merchant Agreement and are provided to ensure the Merchant understands some important obligations of each party and that the Visa Member (Acquirer) is the ultimate authority should the Merchant have any problems. Merchant Name' - CITY OF SANTA ANA Authm ized Signature �-._,. C�fiWlp c�v - AddS RQ CIVIC CENTER PLZ Print Name: Nna @_" A,, & CA 92701 Aix" _ r. s I LLL j v rued .ra a a W s vaex+a, d' 1. "f S' Merchant Solutions, LLC is a registered agent of First National Bank of Omaha, 1620 Dodge Street, Omaha, NE 68197 MARIA D. HUIZAR 1 of4 CLERK OF THE C11.1NC9t.. LISA E, STORCK M919t6ht 0Ity Attorney 01 0 201405 Merchant Application SBS Pass Through CONFIDENTIAL VISA/MC/DISCOVER 00000 . Pass through pricing: % DISCOUNT' on SALES + g 0.00000 per item on gross items (SALES plus Credits) Most VisaRewards, Visa Signature, Visa Premium, MasterCard World, MasterCard Enhanced, Most rCard Premium and Discover Premium cards will be assessed an additional to the applicable rate tier. Please review the Rate Descriptions online at or contact TMS at 800.228.2443 for additional information on which interchange programs qualify. - Merchant Setup $ 0.00 per MID Authorizations $ 0.0350 per V/MC/Disc /AMEX OnePoint Ai th "or, Excessive Electronic Authorizations $ per V/MC/Disc Auth over 100% of Monthly Maintenance $ 0.00 per MID SALES & per AMEX OnePoint Aulh Minimum Discount Billing $ per montleMID Non V/MC/Dise/AMEX OnePoint $0.0350 each Authorizations Chargebacks $ 5.00 each Voice Authorizations $ 0.6500 each Retrievals $ 5.00 each Voice AVS $ 1.99 each Batch Capture $ 0.00 each Paper Statement ❑ Yes ❑ No $9.95 per month/MID Insufficient Funds Fee $35 per unsuccessful debit of Wireless Monthly $ per device DESIGNATED Account Wireless Set Up $ per device Annual Seasonal $ per MID OTHER $ Regulatory and Compliance $ 1.00 per month /MID OTHER $ ATM/DEBrr ❑ Yes ❑No PCI VALIDATION FEE Setup$ per MID PCI Validation Fee$ 45.00 peryear/MiDOR $ 3.75 permonth/MID Transactions $ each Monthly per MID $ PCI Non - validation Fee: $ per month/MID if MERCHANT is not validated for compliance with TMS's vendor, beginning 75 days after signing. Network Fees Pass thru ACCOUNT Account Closure Fee: If the AGREEMENT is terminated early during the INITIAL TERM or any RENEWAL TERM for any reason other than set out in paragraph 5.1, 5.2A, or 5.2.B, then MERCHANT agrees to pay TMS an account closure fee ( "ACCOUNT CLOSURE FEE ") in accordance with the following: $399 per MID during the first 12 months of the INITIAL TERM; $299 per MID during the second 12 months of the INITIAL TERM; $199 per MID during the third 12 months of the INITIAL TERM; $149 per MID during any RENEWAL TERM. MERCHANT agrees that the ACCOUNT CLOSURE FEE shall also be due to TMS in accord- ance with this schedule if MERCHANT discontinues submitting SALES for processing during the INITIAL TERM or any RENEWAL TERM of the AGREEMENT. MERCHANT agrees that this fee is a not a penalty, but rather a reasonable estimation of the actual damages TMS would suffer if TMS were to fail to receive the processing business for the then current term. Paragraph references and capitalized terms not defined in this paragraph are defined in the attached Terms and Condi- tions. Pursuant to Section 4.1 of the Terms and Conditions the INITIAL TERM shall be for 3 years, TSYS MERCHANT TNSTGHTS'M ESSENTIALS re d. r.,.e •�I A a I IirJD rah if not celled dtlr' v "'°r'^°riod. f-' COMPROMISE CARD CCAP Fee (PCI Validated): $ 1.95 per month/MID, if MERCHANT is validated for PCI Compliance with TMS's vendor. CCAP Fee (PCI Non - Validated) : $ 34_95 per month /MID, if MERCHANT is not validated for PCI Compliance with TMS's vendor, beginning 75 days after signing. This program is not being offered by Bank. Bank has no respmsihiftty or liability under this program, CARD COMPROMISE ASSISTANCE PLAN (CCAP) OPT OUT MERCHANT may only opt out if MERCHANT validates PCI Compliance with TMS vendor within 75 days of signing. If at anytime MERCHANT is not validated for compliance, MERCHANT will be automatically enrolled in CCAP until such time that MERCHANT restores validation, at which point MERCHANT will again be opted out MERCHANT declines to participate in the Card Compromise Assistance Plan ( "CCAP "). MERCHANT understands that tinder the terms of the AGREEMENT, MERCHANT is responsible for all expenses, fines, assessments, and penalties that arise in the event that a data breach is suspected or occurs at one or more of MERCHANT's locations. Further, MERCHANT understands and agrees that CCAP assistance will not be available to help pay any of the above men- tioned expenses, fines, assessments, or penalties in die event of a suspected or actual data breach at one or more of MERCHANT's locations. MERCHANT acknowl- edges that despite opting out of CCAP, MERCHANT will still be assessed a PCI Validation Fee. This program is not being offered by BANK. BANK has no respon- sibility or liability under this program. Merchant Name: vJ Authorized Signa e. //,J Titre: Date: 7/14/14 AM Diseount is a FEE charged as a percentage of gross SALES sulmsitmd by MERCHANT, which generally includes "Processing," "Anlhon rations; "'Assessments," and `Lnxmbangc.' ATTES'P Merchant Initials: X CLERK pT. "at Soolu�pps, LLC is a registered agent of First National Bank of Omaha, 1620 odge Street, Omaha, HE 68197 s V 2c,14 201405 Merchant Application SBS Pass Through CONFIDENTIAL Brand/Model MULTIPASS Brand/Model Brand/Model Equipment Option 0 UR Equipment Option Equipment Option 4 Fee $ 0.00 Quantity 1 Total $ 0.00 Fee $ Quantity Total $ Fee $ Quantity Total $ Payment Option PUR Payment Option Payment Option N _ PUR_N 3 month purchase Software Vendor .. Payment Application Version CARD BRAND FEES The following fees will he passed through at Card Brand's rate: Interchange, Assessments, Visa Zero Floor Limit: $0.1039 per transaction without corresponding authorization, Visa Base II: $0.0023 per Visa transaction, Visa Exception Item Fee, Visa Network Acquirer Processing Fee, Visa International Acquirer Fee (including High Risk), Visa Partial Authorization Non - participation Fee, Visa International Service (including cash advance), Viso Misuse, Visa Debit Transaction Integrity, Visa Fixed Acquirer Network Fee, MasterCard Acquirer License Fee: 0.0075% of gross MasterCard SALES dollar volume, MasterCard Kilobyte Fee: $0.0014 per each settled MasterCard transaction, MasterCard NABU Fee: $0.0195 per each authorized MasterCard transaction (except collection and refund transac- tions which will be assessed this fee upon settlement), MasterCard CVC2 Transaction Fee: $0.0025 per each transaction that receives a CVC2 response value of "M" (match) or "N" (no match), MasterCard AVS Fee - Card Present: $0.005 on all transactions processed at Card Present merchant locations where AVS was per- formed, MasterCard AVS Fee - Card Not Present: $0.0075 on all transactions processed at Card Not Present merchant locations where AVS was performed, Master- Card Cross - Border U. S.: $0.004 per each dollar of transaction processed at a U.S. location on a non -U.S. issued card, MasterCard Cross - Border U.S.-PR: $0.004 per each dollar of transaction processed at a Puerto Rico location on a non -Puerto Rico issued card, MasterCard Cross - Border Non -U.S.: $0.008 per each dollar of trans- action processed in foreign currency at a non -U. S. location on a U.S. issued card, MasterCard Cross- Border Non - U.S. -PR: $0.008 per each dollar of transaction pro- cessed in foreign currency at a non -Puerto Rico location on a Puerto Rico issued card, MasterCard Processing integrity Fee - Card Present: $0.045 per each approved MasterCard authorization without a reversal request within 24 hours of the initial card - present authorization, MasterCard Processing Integrity Fee - Card Not Present: $0,045 per each approved MasterCard authorization without a reversal request within 72 hours ofthe initial card -not- present authorization, MasterCard Processing Integrity Fee - T &E: $0.045 per each approved MasterCard authorization without a reversal request within 20 days of the initial T &E authorization, MasterCard Processing integrity Fee> 120 Days: $0.045 per each approved MasterCard authorization without corresponding settled transaction or reversal within 120 days of the approved authorization, MasterCard interregional Account Status Inquiry: $0.03 per each $0 Account Status inquiry performed on a card not issued in the same country as the merchant's location, MasterCard Intraregional Account Status Inquiry: $0.025 per each $0 Account Status Inquiry performed on a card issued in the same country as the merchant's location, Discover International Processing Fee, Discover International Service Fee, Discover Data Usage Fee, Discover Network Authorization Fee, All Other Applicable Card Brand Fees, in accordance with the terms set out in the Terms and Conditions, transfer funds will be made to /from the account set forth in the enclosed voided check or bank letter, Standard Premium ❑ DDA SALES PROFESSIONAL VERIFICATION By the signature below, the Sales Professional verifies that that the information stated in this Agreement is correct to the best of his /hcrknowledge and is as represent- ed to him /her by MERCHANT. S ro slonal Signatu Sales Professional Name Printed: Bret Johnson Sales zatiom Application Date: Physical Site Inspection Conducted By Sales TS hunt Solutions 7/14/14 Professional F]Yes ❑ No Please attach voided check here. Merchant Initials: X TSYS Merchant Solutions, LLC is a registered agent of First National Bank ofOmaha, 1620 Dodge Street, Omaha, NE 68197 3 of4 �I 201405 Merchant Application SBS Pass Through CONFIDENTIAL TSYS Merchant Solutions, LLC is a registered went at First National Bjyfk of Omaha, 1620 Dodge Street, Omaha, NE 68197 MARIA D. HWIZAR CE_RR( OF THE COUNCIL_ AMERICAN EXPRESS © Existing American Express ESA ESA SE Merchant CAP New American Express OnePoint Discount % lZiNew American Express ESA Discount % ❑ Monthly Flat (ESA)$ Merchant Name CITY OF SANTA ANA Annual American Express Charge Vol $ Avg Ticket $ Retail: +$0.10 Trans Fee ❑ Restaurant: + $0.05 Tran Fee Daily Net Pay —ESA only ❑Daily Gross Pay —ESA only FlMonOdy Gross Pay (+,03 %if$IOOK +) - ESA only Retail, Restaurant, Travel Agencies & Tour Operators: ❑ 0.30% CNP Downgrade Payment Timing - ESA Only: Q 3 Day ❑ 15 Day ❑ 30 Day B2B, Travel AgenciesiTour Operators & Services, Fj Wholesale & All Other: + $0.15 Trans Fee Inbound Pee: 0.40% on Cross Border Transactions* Prepaid Gill Card Discount: % + $ per transaction *Not applicable to Education By signing the Merchant Transaction Processing Agreement with BANK and TMS, I represent that I have read and am authorized to sign and submit this application agreeing to be bound by the American Express * Card Acceptance Agreement ( "American Express Agreement "), and that all information provided herein is true, complete, and accurate. 1 authorize TSYS Merchant Solutions, LLC, and its agents, assigns or affiliates (collectively'7MS ") and American Express Travel Related Services Company, Inc. ( "AXP ") and AXP's agents and Affiliates to verify the information in this application and receive and exchange Information about me personally, including by requesting reports from consumer reporting agencies from time to time, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct TMS and AXP and AXP's agents and Affiliates to inform me directly, or inform MERCHANT, of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report, f also authorize AXP to use the reports on me from consumer reporting agencies for marketing and administrative purposes. I am able to read and understand the English language. Please read the American Express Privacy Statement at littp: / /www.americanexpress.com /privacy to learn more about bow American Express protects your privacy and how American Express uses your information. I understand that I may opt out of marketing communications by visiting this website or contacting American Express at 1 -(800 )-528 -5200, I understand that upon AXP's approval of the application, the MERCHANT agrees to abide by the American Express Agreement and will be sent materials welcoming it, either to AXP's program for TMS to perfatm services for AXP or to AXP's standard Card acceptance program which has different servicing terms (e.g. different speeds of pay), I understand drat if MERCHANT dues not qualify for TMS's servicing program that the entity may be enrolled in AXP's standard Card acceptance program, and MERCHANT may terminate the American Express Agreement. By accepting the American Express Card for the purchase of goods and /or services, or otherwise indicating its intention to be bound, MERCHANT agrees to be bound by the American Express Agreement. I understand that TMS and BANK are not parties to the American Express Agreement. PERSONAL GUARANTY THIS general, absolute, and unconditional continuing Guaranty ( "GUARANTY ") by the undersigned (collectively "GUARANTOR" or "my" or T' or "me "), is for the benefit of TSYS Merchant Solutions, LLC and /or First National Bank of Omaha ( "Collectively TMS "). For value received, and in consideration of the mutual undertakings contained in the Merchant Transaction Processing Agreement and allied agreements ( "AGREEMENT ") between TMS and ( "MERCHANT ") as set forth below, I absolutely and unconditionally guarantee the fill performance of all MERCHANT's obligations to TMS, togetherwith all costs, expenses, and attor- neys' fees incurred by TMS in connection with any actions, inactions, or defaults of MERCHANT. I waive any right to require TMS to proceed against other entities or MERCHANT. There are no conditions attached to the enforcement of this GUARANTY, I authorize TMS, its agents or assigns to make from time to time any personal creditor other inquiries and agree to provide, at TMS's request, financial statements and /or tax returns. I agree that this GUARANTY shall be governed and construed in accordance with the laws at the state at Nebraska, and that tire courts of the state of Nebraska shall have and be vested with personal jurisdiction over me. This is a continuing GUARANTY and shall remain in effect until one hundred eighty (180) days after receipt by TMS of written notice by me terminating or modifying the same. The termination of the AGREEMENT or GUARANTY shall not release me from liability with respect to any obligations incurred before the effective date of termination. No termination of this GUARANTY shall be effected by any change in my legal status or any change in the relationship between MER- CHANT and me. This GUARANTY shall bind and inure to the benefit of the personal representatives, heirs, administrators, successors and assigns of GUARAN- TOR and TMS. PERSONAL GUARANTOR: (Signature -No Titles) Print Name: (No Titles) MERCHANT: (Business Legal Name) CITY OF SANTA ANA Social Security Number: Home Address: Home Phone: Work Phone: AGREEMENT ACCEPTANCE By their execution below the undersigned parties agree to abide by the Merchant Transaction Processing Agreement (the "AGREEMENT") The AGREEMENT consists of the Merchant Application and the Terms and Conditions (a separate attachment hereto), and MERCHANT acknowledges it has received and read the Terms and Conditions at the time of signing, MERCHANT warrants that the information provided on the Merchant Application is complete and accurate. MER- CHANT authorizes TMS and /or BANK to provide a copy of this Merchant Application to any third party for the services requested. MERCHANT, and its signing officer /owner /partner, authorize TMS and /or BANE, or its agents or assigns, to make from time to time, any business and personal credit and other inquiries. If ap- plicable, MERCHANT agrees by its signature below to [he Equipment Agreement and /or the Card Compromise Assistance Plan Agreement In witness whereof the part ies hereto have caused this AGREEMENT to be executed by their duly authorized representatives effective on the date signed or approved by BANK. Principal's Name (Please Print): Title: CITY MANAN Equity Ownership ( %) }tome Phone Na: Date of Birth: Principal's See Sec No: 0 (714) 647 -5440 999 -99 -9999 Principal's Home Address: City: State: Zip: 20 CIVIC CENTER PLAZA SANTA ANA CA Title: 92701 MERCHANNT(j, CIPAL/ FFICER/ NER) Name (Please Print): Date: Signature: CC I TSYS Merchant Solutions, LLC Name: Title: Date: ( "TMS ") Signature: ArIE, First National Bank of Omaha m ( "BANK ") Signare: .Rte: (� "���& Title: Date: TSYS Merchant Solutions, LLC is a registered went at First National Bjyfk of Omaha, 1620 Dodge Street, Omaha, NE 68197 MARIA D. HWIZAR CE_RR( OF THE COUNCIL_ Principal /Bank: AssociatelGroup: Chain/Association: MIDM MCC Code: Date Recd: AMENDMENT TO THE MERCHANT TRANSACTION PROCESSING AGREEMENT 201405 ACE WAIVER AMENDMENT THIS Amendment ( "AMENDMENT "), by and between FIRST NATIONAL BANK OF OMAHA ( "BANK "), TSYS MERCHANT SOLUTIONS, LLC ( "TMS "), and "MERCHANT ", the name of which is set out below, shall become effective on the date executed or approved by a duly authorized representative of BANK. BANK, TMS, and MERCHANT shall be collectively known hereafter as the "PARTIES." WHEREAS, BANK, TMS, and MERCHANT are PARTIES to a Merchant Transaction Processing Agreement (together with its addenda, attachments, and schedules shall be hereinafter known as the "AGREEMENT "), under which BANK and —TMS provide transaction processing and other services regarding credit card sales transactions ( "SALES "), subject to the terms and conditions more fully set out in AGREEMENT; and WHEREAS, the PARTIES desire to delete the ACCOUNT CLOSURE FEE as set out in the AGREEMENT NOW THEREFORE, in consideration of the mutual promises made herein, and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the PARTIES do hereby agree as follows: "1. Terms set forth herein, which are typed in all capitalized letters and not defined herein, shall have the same meaning as set out in the AGREEMENT. 2. The PARTIES agree to delete in its entirety the Account Closure Fee section from the FEES Section of the AGREEMENT. 3. The PARTIES agree to delete all other references to the ACCOUNT CLOSURE FEE from the Terms and Conditions of the AGREEMENT. 4. This AMENDMENT, together with the AGREEMENT and its other amendments, attachments, exhibits, and schedules, constitutes the entire AGREEMENT between the PARTIES as to transaction processing, and any other representations, inducements, promises, or agreements not contained herein shall be of no force and effect as to transaction processing. 5. Except as amended hereby, BANK, TMS, and MERCHANT reaffirm the obligations of each as they are contained in the AGREEMENT. IN WITNESS WHEREOF, the PARTIES hereto have caused this AMENDMENT to be executed by their duly authorized representative, effective as of the date executed or approved by BANK. First National Bank of Omaha CITY OF SANTA ANA ADDRESS 20 CIVIC CENTER PLZ BANK Authorized Signature Title TSYS Merchant Solutions, LLC Authorized Signature Print Name Title Santa Ana 92701 V Authorized Signature Title Name ATTEST, ^� e. ARIAD. HUIZt R�t��ICI� CLERK OF TNF ,. 201405 ACE Waiver Amendment Page 1 of 1 CONFIDENTIAL TSYS Payment Acceptance Products Merchant # DBA Name (. /iy Gellfx X, Date (!�% /Y/ 0� Sales Rep Ext. Parent MID: E -mail: ICI Al1 a_tnckc. 66a,- a- -Onct , 0 (Enter in POS Notes) (Enter in POS Notes) TSYS Payment Acceptance: CounterPASS _ WebPASS Mu1tiPASS Additional MIDs under Parent: Yes (Please list additional MIDS on attached sheet) Parent MID Activation Fee (per MID): $�_ Commen No—Z Monthly Fee (per MID): $�_ bV� C, Merchant Advocate Name Merchant ame Authorized Signature Print Name Title Date 201405 ATTEST', piAAR9A D. dilDlXkt CLERK OF THE FII c;OUNiCIL PAYMENT ACCEPTANCE APPLICATIONS AMENDMENT TO THE MERCHANT TRANSACTION PROCESSING AGREEMENT 201405 TSYS PAYMENT ACCEPTANCE APPLICATIONS THIS Amendment ( "AMENDMENT "), by and between FIRST NATIONAL BANK OF OMAHA ( "BANK "), TSYS MERCHANT SOLUTIONS, LLC ( "TMS "), and "MERCHANT," the name of which is set out below, shall become effective on the date executed or approved by a duly authorized representative of BANK. BANK, TMS, and MERCHANT shall be collectively known hereafter as the "PARTIES." WHEREAS VISA, MASTERCARD, DISCOVER, AMERICAN EXPRESS, ATM /Debit Networks, and the other financial service card organizations and their related international entities shall be collectively known as "CARD BRANDS ". WHEREAS, BANK, TMS, and, MERCHANT are PARTIES to a Merchant Transaction Processing Agreement (together with its addenda, attachments, and schedules shall be hereinafter known as the "AGREEMENT "), under which BANK and TMS provide transaction processing and other services regarding credit and debit card sales transactions ( "SALES "), subject to the terms and conditions more fully set out in AGREEMENT; and WHEREAS, the PARTIES desire to amend the AGREEMENT as set out below. NOW THEREFORE, in consideration of the mutual promises made herein and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the PARTIES do hereby agree as follows: 1. GENERAL: 1.1 Capitalized terms that are not defined herein shall have the same meaning as when defined in the AGREEMENT. 1.2 To the extent TMS is not already a PARTY to the AGREEMENT, the PARTIES agree to amend the AGREEMENT to make TMS a party to the AGREEMENT. BANK will continue to sponsor MERCHANT into the CARD BRANDS, retain the responsibility of settling MERCHANT's SALES, and all other obligations that are required to be retained at BANK by the CARD BRANDS. TMS will be responsible for all other responsibilities and obligations to MERCHANT under the AGREEMENT, including but not limited to processing SALES and handling customer service. 1.3 TSYSO Acquiring Solutions, LLC ( "TSYS ") shall provide certain services and support for the products and services described in this AMENDMENT. The products and services described in this AMENDMENT are not offered by BANK. MERCHANT acknowledges and agrees that BANK and its affiliates are in no way responsible for the actions, inactions, performance or nonperformance of TMS or TSYS, or for disputes or resolving disputes of any kind arising from this AMENDMENT. 2. TSYS PAYMENT ACCEPTANCE APPLICATIONS TERMS AND CONDITIONS: 2.1 MERCHANT agrees to pay the fees as set out in the attached Enrollment form(s) and as may be amended from time to time. MERCHANT agrees to abide by all parameters set out in any specifications or documentation as amended from time to time. MERCHANT agrees to provide the information requested in the Enrollment form(s), attached hereto as Exhibit A and incorporated herein by this reference. 2.2 TMS and MERCHANT agree to add the following products and /or services to SERVICES: CounterPASS ❑ WebPASS ❑ Multi -PASS Mobile Payment Acceptance ❑ TSYS Hosted Payment ❑ 2.3 MERCHANT agrees to be bound by the following: 2.3.1 MERCHANT shall only use the products and /or services indicated above for MERCHANT's internal business purposes. 2.3.2 Title and ownership of the products and /or services indicated above remain with TSYS 2.3.3 MERCHANT may not (a) alter or modify the products and /or services indicated above, (b) reverse engineer, decompile, disassemble, or in anyway attempt to derive the source code for the products and /or services indicated above, or (c) transfer the products and /or services indicated above to any third party or make the products and /or services indicated above available to any third party as part of any time - sharing or service bureau arrangement. 201405 TSYS Payment Acceptance Applications Page 1 of 3 CONFIDENTIAL 2.3.4 MERCHANT will not export or re- export the products and /or services indicated above without the appropriate United States or foreign government licenses. 2.3.5 All express and implied warranties regarding the products and /or services indicated above by TSYS and its suppliers to MERCHANT are disclaimed. 2.3.6 All consequential, special, and indirect damages are disclaimed on behalf of TSYS and its suppliers. 2.3.7 For U.S. Government End Users: The products and /or services indicated above are 'commercial items," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically are "commercial computer software" and 'commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 -1 through 227.7202 -4 (JUNE 1995), the products and /or services indicated above are provided to U.S. Government end users (a) only as commercial end items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. 3. MISCELLANEOUS: 3.1 This AMENDMENT, together with the AGREEMENT and its other amendments, attachments, exhibits, and schedules, constitutes the entire AGREEMENT between the PARTIES as to transaction processing, and any other representations, inducements, promises, or agreements not contained herein shall be of no force and effect as to transaction processing. 3.2 Except as amended hereby, BANK, TMS, and MERCHANT reaffirm the obligations of each as they are contained in the AGREEMENT. IN WITNESS WHEREOF, the PARTIES hereto have caused this AMENDMENT to be executed by their duly authorized representative, effective as of the date executed or approved by BANK. First National Bank of Omaha City of Santa Ana MERCHANT Name 20 Civic Center Plaza Authorized Signature Address Print Name Santa Ana 92701 City, State, Zip C Title Authorized Signature e Date Print Name "Title TSYS Merchant Solutions, LLC Authorized Signature Print Name Title Date &MR,e(7. /01qu MARIA D. HUIZARO CLERK CF THE MINCI(_ 201405 TSYS Payment Acceptance Applications Page 2 of 3 CONFIDENTIAL.