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HomeMy WebLinkAboutINVOICE CLOUD, INC. -2015WC required if consultant N-2015-174 has employees. NOV 2 3 2015 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 19ttt day of November 2015, by and between Invoice Cloud, Inc., a Delaware Corporation, (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of payment processing services and electronic and enhanced electronic bill presentment and payment. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. The parties agree this Consulting Agreement and all attachments hereto collectively attached and incorporated herein as Exhibit A shall govern all merchant accounts established in connection with this Agreement. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. E. The City acknowledges and agrees that in the event of a conflict or inconsistency between the terms and conditions of this Agreement and the Merchant Card Processing '" Agreement incorporated herein as Exhibit A, the terms of the Merchant Card Processing Agreement shall control. F. The parties acknowledge and agree that in the event of a material conflict or inconsistency between the terms and conditions of this Agreement and the Biller Agreement incorporated herein as Exhibit A, the terms specified in the Recitals of this Agreement shall control. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform credit card processing services according to the rates set forth in Exhibit A and in accordance with the terms and conditions set forth in the Merchant Card Processing Agreement incorporated therein and perform such other electronic and enhanced electronic billing and payment presentation services in accordance with the terms as set forth in Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement, unless amended by the parties for a greater specified amount. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. TERM This Agreement shall commence on the date first written above and terminate on March 31, 2016, unless amended by the parties for a longer term or terminated earlier in accordance with Section 12, below, or pursuant to the Biller Agreement (Exhibit A). The parties agree that (Section 6. Term and Termination) of the Biller Agreement is hereby amended to remove the Initial Term of 3 years and replace it with a termination date of March 31, 2016 to correspond with this provisions of this Agreement. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE The parties agree that (Section 15. Insurance) of the Biller Agreement (Exhibit A) is hereby amended to add the requirement that Consultant obtain the following additional insurance: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in fall force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. C. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant Linder this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile (714) 647-6956 Copies to: Willard Holt Treasury Manager and Customer Services Manager City of Santa Ana 20 Civic Center Plaza (M15) P.O. Box 1964 Santa Ana, CA 92702-1964 Facsimile 714-647-5304 Email: wholtga,santa-ana.ora To Consultant: Invoice Cloud, Inc. 35 Braintree Hill Office Park, Suite 100 Braintree, MA 02184 Facsimile (877) 256-8330 Attn: Robert Lapides blapidesLDinvoiceeloud.com A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. TERMINATION This Agreement may be terminated by the City upon ninety (90) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of tennination, subject to the following conditions: a. Payment need not be made for payment processing services which fail to meet the standard of performance specified in the Recitals of this Agreement. 13. EXCLUSIVITY AND AMENDMENT This Agreement, in conjunction with attached Exhibit A represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties, including the Prior Agreement. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail except over the Merchant Card Processing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the teen of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the tenns of this Agreement, and shall indemnify City frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. {Signatures on following page} IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUtZZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: C— Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez Executive Director of Finance and Management Services CITY�,OF-SA TA ANA - C/ DAVID C VAZOS City Manager CONSULTANT (NAME) (TITLE) 2 �^ C1r) Employer ID # or Individual SS # EXHIBIT A Biller Agreement 1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non-exclusive, non -transferable, worldwide right to use the Service described on the Biller Order Form mail termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Bitter's own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors. Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition, Biller will sign all third party applications and agreements required for the Service including without limitation payment and credit card processing agreements and merchant agreements. For invoice types listed on the Order Form (e.g. real estate taxes, utility bills, birth certificates, parking tickets, event tickets, etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term of this Agreement. Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service. 2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at lir//www.invoicecloud.coin/privacy litinl. Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. With respect to Protected Health Information (as defined in 45 CXR 160.103), Invoice Cloud will enter into a Business Associate Agreement pursuant to 45 CFR part 160 and 164. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards. 3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice will be provided promptly thereafter. 4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Biller's customers considers being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud's own Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as required to perform the Services under this Agreement or otherwise required by applicable law. Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions, ideas, and application programming interfaces, recormnendations or other information provided by Biller or any other party relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud. The Invoice Cloud naive, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them. Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, customer and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the "Confidential Information"). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Biller Agreement Rev 2.2 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement P a q a 11 Biller Agreement Information of the other patty to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law. 5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are non -cancellable and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Invoice Cloud on fees, assessments, and the like from credit card processers, bank card issuers, payment associations, ACH and check processets. 6. Term and Termination. The initial term of this Agreement shall be for a period of three (3) years ("Initial Term") commencing on the Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terms ("Renewal Term") unless terminated as set forth herein. This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Term by such party providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then - current term. Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a material breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account or credit card or otherwise bill Biller for such unpaid fees. 7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement. Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on. the Order Form under normal use and circumstances and that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service•, provided that the Biller shall maintain immediately accessible backups of the Customer Data. In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud's processing systems. S. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Bitter's billing information is correct. 9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users; and (iii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank and other related circumstances. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose a refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller's Customers, as requested. Any change in a return/ cancellation policy must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting Biller Agreement Rev 2.2 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement P a 9 e 12 Biller Agreement such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the reftnd/adjustment cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law 10. Indemnification. Invoice Cloud shall indemnify and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities, and damages (including, without limitation, Biller's costs, and reasonable attorneys' fees) arising out: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver funds processed by Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not apply to any claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful misconduct or violation of any applicable agreement or law. Biller shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) that use of the Customer Data infringes the rights of a third party; (ii) a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incomplete or inaccurate Transaction Data; or (iii) relating directly or indirectly to Biller's or its authorized users' use of the Service. 11. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller. 12. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. 13. Notice. Either party may give notice by electronic mail to the other party's email address (for Biller, that address on record on the Biller Order Form, or by written communication sent by first class mail or pre -paid post to the other party's address on record in Invoice Cloud's account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 35 Braintree Hill Office Park, Suite 100, Braintree, MA 02184 Attention: Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). 14. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party's consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 15. Insurance. Invoice Cloud agrees to maintain in full force and effect during the term of the Agreement, at its own cost, the following coverages: a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000) general aggregate. b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million ($5,000,000) general aggregate. C. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud's owned, hired or non -owned vehicles assigned to or used in performance of the Services. d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars ($1,000,000) per claim and in the aggregate. 1.6. Immigration Laws. For Services performed within the United States, Invoice Cloud will assign only personnel who are either citizens of the United States or legally eligible to work in the United States. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller. Biller Agreement Rev 22 The complete Biller Agreement includes the Biller Order Form, the Online Terns and Conditions and this Agreement P a g e 13 Biller Agreement 17. General. With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the law of the state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions of any jurisdiction. With respect to Bitters who are not with municipalities, localities or governmental authorities, this Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than an Biller Order, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Biller slid Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 11, 13 and 17 shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that Biller is using. Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Fonn are found at www.ilivoicecloud.coin/te•msandconditions and are agreed to by Invoice Cloud and the Biller. Biller Agreement Rev 2.2 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement P a g e 14 BILLERS TERMS AND CONDITIONS (wwrv.invoiceeloud.coin/termsandeonditions) 1. Definitions As used in the Agreement and in any Biller Order Form now or hereafter: "Agreement" or "Biller Agreement" means these terms and conditions, any Biller Order Fornr, whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein; "Diller Data" means invoices and bills of the Biller; "Chargeback" is a reversal of a Transaction initiated by a credit card company, processor, bank or other financial institution that Biller previously presented to Invoice Cloud under this Agreement "Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using the Service; "Customer" shall include customers, taxpayers and users of services of Biller; "Customer Data" means any data, information or material provided or submitted by Biller or its Customers to the Service or the Biller's customers and/or payers in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by executing a Biller Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design lights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives, integration components and application programming interfaces thereof, and forms of protection of a similar nature anywhere in the world; "Invoice Cloud" means collectively Invoice Cloud, Inc., a Delaware corporation; "Invoice Cloud Technology" means all of Invoice Cloud's proprietary technology (including software, hardware, products, processes, algorithms, user interlaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Biller or otherwise developed by Invoice Cloud in providing the Service; "Payment Instrument Transaction" is transaction conducted between Biller and its Customers with respect to an account, or evidence of an account, authorized and established between a Customer and a credit card association or issuer, or representatives or members thereof that Biller accepts from Customers as payment for the Services. Payment Instrument Transactions include, but are not limited to, transactions processed by credit and debit cards, ALIT, EFT and Check 21 transactions, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. "Order Fonar)"I or "Biller Order Form" means the form evidencing the initial subscription for the Service and any subsequent Biller Order Form, specifying, among other things, the services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Biller Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Biller Order Form, the terms of this Agreement shall prevail); "Reserve Account" means a Biller account which is maintained in order to protect Invoice Cloud against the risk of, among other things, existing, potential, or anticipated Chargebacl<s and to satisfy the other obligations under the Agreement. "Service(s)" means Invoice Cloud's billing and payment service, the Content, the Invoice Cloud Technology and other corporate services identified on the Biller Order Fonar, developed, operated, and/or maintained by Invoice Cloud, accessible via www,invoiceeloud.com or another designated web site or IP address, or ancillary online or offline products and services provided to Biller by Invoice Cloud, to which Biller are being granted access under this Agreement, including the Invoice Cloud Technology and the Content; "Submitter" moans the Biller's suous under the Agreement and Order Form where Biller's Customers submit Transaction Data directly to the payment processor or credit card processor who than processes the Transaction Data with the associated convenience fee being paid to Invoice Cloud and Invoice Cloud being responsible to pay the applicable convenience to the payment processor, "Transaction" is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either a Payment Instrument or a bill presentment in which consideration is or to be exchanged or tax is or to be due between the Customer and Biller; "Transaction Dam" means is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record and Biller Data. 2. Biller's Responsibilities Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or its customers' and a payers' use of the Service, including those related to data privacy, communieat ares, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other (mown or suspected breach of security, (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is (mown or suspected to be unauthorized by Biller or Biller's Users; and (ii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Biller may not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iii) attempt to gain unauthorized access to the Service or its related systems or networks, Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (h) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "minor" any portion of the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank and other related circumstances. Biller agrees to provide Invoice Cloud with complete and accurate billing and contact information. This information includes Biller's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Biller agrees to update this information within 30 days of any change to it. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose any refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller's Customers, as requested. Any change in a return/ cancellation policy with the transactions underlying the Transaction Data must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment with respect to Transactions under the Service cannot exceed the amount shown as the total on the original Transaction Date. Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor, with respect to credit card transactions, may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service -related communications from Invoice Cloud flour time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under htq)'//www.invoiceclou(i.coiii/privacy.htinl. Note that because the Service is a hosted, online application, Invoice Cloud occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. The following is applicable is to any Biller who is a Submitter, and to AMEX credit card charges: As to all Transactions Biller submits to Invoice Cloud for processing, Biller represents and warrants that: (1) The Transaction Data represents payment or refund of payment, for a bona fide transaction. (2) The Transaction Data represents an obligation of the Customer for the amount of the Transaction and the accuracy of all Transaction Data. (3) The Transaction Data does not involve any element of credit for payment of a previously dishonored payment or for any other purpose than payment for a current transaction and future payments as agreed upon by the customer. (4) The Transaction Data is free from any material alteration not authorized by the Customer. (5) The amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. (r) Neither Biller nmits employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer. (7) Biller has made no representations or agreements for the issuance ofrefunds except as it states in your ream/cancellation policy, which has been previously submitted to Invoice Cloud in writing, and which is available to the Customer. (8) Any transaction submitted to Invoice Cloud to credit a Customer's account represents a refund or adjustment to a Transaction previously submitted to Invoice Cloud. (9) Biller has no knowledge or notice of information that would lead it to believe that the enforceability or cellectability of the subject Transaction Data is in any manner impaired. The Transaction Data is in compliance with all applicable laws, ordinances, and regulations. The Transaction Data is originated in compliance with this Agreement and any applicable agreements. (10) For a Transaction where the Customer pays in installments or on a deferred payment plan, a Transaction Data record has been prepared separately for each installment transaction or deferred payment on the dates) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitted to Invoice Cloud for processing, shall be deemed to be a part of the original Transaction. (11) Biller has not submitted any Transaction that it knows or should have known to be either fraudulent, illegal, or otherwise in violation of any provision of this Agreement or other applicable agreements. (12) All Transaction Data is complete and accurate (including with respect to total due fields) and Invoice Cloud is not liable or responsible for any incomplete or inaccurate Transaction Data. 3. Chargebacks If Biller is subject of excessive Chargebacks, in addition to our other remedies under this Agreement, Invoice Cloud (or the payment processor) may take the following actions: (i) request that Biller in every case commence issuing refund and related payments directly to Customer; (it) nodfy Biller of a new rate that will be charged to process Chargebacks; (iii) collect from Biller an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated Chargebacks and all related fees, penalties, expenses, and fines or request a Reserve Amount (where a Reserve Account is noted under the Biller Order Form or as otherwise required under the terms of this Agreement or other agreement with Invoice Cloud or any payment processor); or (iv) terminate the Agreement. Biller also agrees to pay any and all penalties, fees, fines and costs assessed against Invoice Cloud (or the payment processor) relating to your violation of this Agreement, or other agreement related thereto. Biller agrees that it is Hilly liable if any Transaction, for which Invoice Cloud has provided Biller credit or paid Biller, is the subject of a Chargeback or ACH rejects or reversals or other refunds or credits. To the extent Invoice Cloud has paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and Biller does not reimburse us as provided for in this Agreement, or has insufficient funds to draw done in the Billets Debit Account (to the extent applicable as provided in Section 4 below) then for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, Biller shall indemnify, defend and hold Invoice Cloud hamiless therefrom. The Billets Debit Account will contain sufficient funds to cover any estimated exposure based on reasonable criteria for Chargebacks, ACH rejects or reversals, credits, remms, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties. Invoice Cloud may (but is not required to) apply funds in the Billets Debit Account (to the extent applicable as provided in Section 4 below) toward, and set off any funds that would otherwise be payable to Biller against, the satisfaction of any amounts which are or may become due from Biller pursuant to this Agreement. Invoice Cloud may, at its sole discretion, collect fees related to Chargebacks and ACH rejects and reversals, or other refunds or credits from Biller's customers. The following are some of the most common reasons for Chargebacks; in no way is this intended to be an exhaustive list of possible Chargeback reasons: (1) Failure to issue a refund to a Customer as required. (2) Invoice Cloud did not receive Biller's response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules. (3) A Customer disputes the Transaction, or claims that the Transaction is subject to a set-off, defense, or counterclaim Invoice Cloud may receive a Chargeback from a Transaction, an AMEX credit card Service or otherwise, where the possibility of Chargebacles are noted as part of the Service. Some common reasons for Chargebacks are listed. In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such amounts from the Biller's Debit Account). In addition, Biller shall be responsible to Invoice Cloud for charges against any reserves required by payment or credit card processors; and any Chargebacks, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization. 4. Certain Contractual Terms Biller shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) charge against any reserves required by payment or credit card processors; (it) a Chargeback, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incomplete or inaccurate Transaction Data; or (v) relating directly or indirectly to Biller's or its authorized users' use of the Service. Invoice Cloud may receive a Chargeback hem a Transaction where Biller has a submitter agreement, an AMEX credit card Service or otherwise, where the possibility of Chargebacks are noted as part of the Service. Some common reasons for Chargebacks are listed at www.invoicecloud.eom/lennsandconditions, In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such amounts firm the Biller's Debit Account). INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SI4ALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN TF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain stales and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller. To the extent that the Biller's Agreement does not have a Biller indemnification or limitation of liability clause respectively, the above clauses shall control and be binding on the Biller. 6. Biller Deposit Account Automatic Debit (Applicable where Biller Debit Account has been designated on the Biller Order Form) Where Biller authorizes Invoice Cloud's receipt of all fees and periodic fees referenced in the Biller Order Form - from payments made by Customers, or from credit card processers, bank card issuers, payment associations, ACH and check proeessers, as applicable. Except where prohibited by applicable law, Biller shall establish a Deposit Account(s) whereby Invoice Cloud will automatically withdraw from the Biller's account(s) used for this purpose (`Killer's Debit Account(s)") the fees and periodic fees referenced in the Order Form and any Chargebacks, ACFI rejects or reversals, refunds and other fees due hereunder resulting therefrom. Biller shall be responsible for and pay all fees or charges relating to Biller's Debit Account and the automatic debit facility, in accordance with the terms thereof. In addition, with respect to any invoices and/or payments that are processed through the Service, the Biller's agreements with all such credit card processers, bank card issuers, ACH and check processers shall require remittance and payment to Invoice Cloud, of all fees and to no other account. Biller shall maintain sufficient funds in the Biller's Debit Account to pay all periodic fees, Chargebacks, ACH rejects, reversals refunds and other fees due hereunder resulting therefrom. Invoice Cloud - Privacy Policy Home About Us Billers Solutions Partners Contacts InvoiceCloud Privacy Policy Page 1 of 3 Invoice Cloud, Inc. ("Invoice Cloud") is a technology leader in information commerce. We help businesses, such as merchants, software companies and partners, safely process customer transactions and understand the information related to those transactions. Protecting the privacy of users of the Invoice Cloud operated websites is important to us. Invoice Cloud is committed to the security and privacy of our customers' and their customers data. This Privacy Policy explains our commitment to safeguarding our billers and their customersdata and describes our data handling practices. This Privacy Policy lists the types of data Invoice Cloud collects, explains how we use and protect that data, and discloses our key procedures surrounding privacy. By accessing any of our services or company operated websites (including those used by and containing the names of our billers(the "Slte(s)", you signify that your use is subject to the terms of this Privacy Policy. We may change this Privacy Policy from time to time by modifying the Privacy Policy and posting a new version here the new version will become effective immediately, The following sections make up our Privacy Policy. How Invoice Cloud Protects Your Privacy Internally Invoice Cloud will not review, share, distribute, or reference any Services Data (as defined below) except as provided in the Biller Agreement, this Privacy Policy or as may be required by law. Invoice Cloud wants your Business Information (as defined below) and the Customer Information (as defined below) to remain as secure as reasonably possible. We adhere to industry -standard technical safeguards and strict agreements with our employees who are permitted to access our customers' Business Information or Customer Information to maintain confidentiality of such Information. When you conduct a transaction online, Invoice Cloud uses SSL encryption to encrypt your information before it is sent to us in order to ensure the integrity and privacy of the information that you provide to us via the Internet. Our services are hosted on servers that are co -located at a third -party facility with whom we have a contract providing for security measures. For example, hosted Services Data (as defined below) is submitted via SSL encryption and stared on a server equipped with industry standard firewalls. Hosted data may include Services Data (defined below) and personally identifiable information and other information that belongs to our billers, our customers' customers, website visitors, or other users. Business Information and Customer Information collected by Invoice Cloud may include your or your customer's data entered in the course of using our services or performing transactions ("Services Data"). Invoice Cloud will not review, share, distribute, or reference any such Services Data except as provided in the Biller Agreement, or as may be required by law. Individual records of Services Data may be viewed or accessed by authorized Invoice Cloud employees, agents or independent contractors only for the purpose of resolving a problem, support issues, suspected violation of the service or license agreement, or as may be required by law. Invoice Cloud policy requires that both employees and consultants execute a confidentiality agreement before working for and with Invoice Cloud. Those employees that violate our Privacy Policy are subject to disciplinary action, up to and including termination. In every case, customers are responsible for maintaining the security and confidentiality of their usernames and passwords. Business Information and Customer Information Collection and Use By Invoice Cloud Invoice Cloud collects the Business Information and Customer Information necessary to enable us to respond to your requests for our products and services, for you to use our services, to perform transactions, and to send you information regarding our products and services from time to time. Since many of the users of our products and Sites use the aforementioned capabilities in their capacity as employees of companies, governmental authorities and other organizations (collectively "organizations"), much of the Business Information and Customer Information we coiled will be in that capacity (rather than information about you individually, such as your personal tastes, etc ) For these purposes, we have defined "Business Information" as any information that identifies or may identify an organization or an individual contact at an organization or that allows others to contact an organization or an individual contact at an organization. For these purposes, we have defined "Customer Information" as any information that is provided by customers of organizations that use the Invoice Cloud products and services such as name, address, balances, payment amounts, account number, email address and other relevant account information. When you use our Site to perform or process transactions, you may be asked to submit Services Data such as: Your name, mailing address, city, state, zip code, email address, phone number, Your bill payment (Including payment amount and designated payee), Your credit or debit card or bank account numbers, expiration date, cardholder name, Tax ID, Social Security Number (SSN), and/or employer identification number. http://www.invoiceclotiid.com/privacy.htmi 11/19/2015 Invoice Cloud - Privacy Policy Page 2 of 3 When you visit the Site, you may also be asked to submit information such as email address, company name, address, and/or phone number. In addition, we collect credit card and related payment information when you or your customers use our products, or services, online in the processing of transactions. Our information collection and use practices are described in more detail below: Services Registration/Account Set Up: You may be asked, on behalf of your organization, to complete registration/activation forms) on the Sites or on paper, with contact information for use by Invoice Cloud in accordance with this policy. Registration or activation information may Include the name of your company, contact information, product information, customer ID, bank account information, federal ID numbers, bank account, credit card, ACH, contact information, and other relevant information in order to set up accounts and process transactions. Customer Profile: We also collect Business Information and Customer Information when you or your customers create a profile or account on some of the Sites. This information is required in order to access certain areas of the Sites, perform transactions, and request information from us about our products and services, This information includes organization name, contact information and other information, and the products and services you may have licensed. We use this information in accordance with this policy to identify you, process your requests, and administer your Invoice Cloud accounte). Support: We may offer certain limited online support services at the Sites. If you access online support on any of the Sites, you may be asked for information such as customer ID, product name, product version, and other information to help us determine what the technical issues are and how best to help you resolve them. In addition, certain products and services may allow you to submit support -related questions directly from the product. . Cookies: We also use Cookies to enhance the user experience, deliver personalized content, and collect information about the use of the Sites. "Cookies" are small computer files that we transferto your computers hard drive. Cookies allow us to statistically monitor how many people are using the Sites and for what purposes, how often someone visits the Sites, and the length of their stay. We also use Cookies to prevent you from having to re-enter your identification and password information each time you visit our Sites. Cookies are not designed to retrieve personal or business data from your hard drive or your email. Most browsers are initially set to accept Cookies, but users can change the setting to refuse Cookies or to be alerted when Cookies are being sent. Although refusal of Cookies will not interfere with the ability to interact with most of the Sites, you may need to accept Cookies in order to access information and use certain functions. For example, Cookies are required to be accepted for access to our web -based servicesor desktop products with online features. The Cookies are renewed each time a user logs on to one of the Sites that uses Cookies. Information You Give Us'. We receive and store any information you enter on our Site or give us in any other way. See this Privacy Policy for examples of what we collect. You can choose not to provide certain information, but then you might not be able to lake advantage of many of our features. Information from Other Sources: We might receive information about you from other sources such as your customer or your biller and add it to our account information. Disclosure of Your Business Information and Customer Information From time to time, Invoice Cloud may be required to release Business Information and/or Customer Information: 1) to comply with valid legal requirements such as a law, regulation, search warrant, subpoena, or court order; 2) to enforce or apply the terms of any of our billers, service or license agreements; or 3) in special cases, such as protecting the rights, property, or safety of Invoice Cloud, our customers, or others. We may also provide Business Information to government agencies and to our third party service providers including payment processors, clearinghouses, payment settlement organizations, credit card processors and banks, and contractors ("Partners") to: enable the services, and the processing of transactions using Business Information, Customer Information and/or Services Data, and/or provide you with a product or service requested by you. Invoice Cloud also may use and disclose Customer Information and Business Information in the aggregate that does not allow you to be identified to, or contacted by, third parties ("Aggregate Information'). For example, we might inform third parties regarding the number of users of the Sites and the activities they conduct while on the Sites. Partner and Government Services: Invoice Cloud may engage Partners to perform functions on our behalf, which may include assisting us in processing your Business Information and Customer Information. Certain Partners, organizations and government agencies may collect Business Information, Customer Information and/or Services Data (such as business name, address, email address, credit card Information, and customer ID) directly from you and use of that information and other information provided by you. These third parties may not be governed by this policy even though those Partners and government agencies may share such information with Invoice Cloud. Any collected Business Information, Customer Information and/or Services Data, provided to Partners are subject to the restrictions referenced below underthe section entitled Third Party Service Providers. Services and Product Data: Invoice Cloud will not access your Services Data except in the following limited circumstances: (1) to provide you with technical supped, solely at your request and with your permission; (2) on alimited-access basis to install updates, produce regular backups, or restore data from backups at your request; (3) where the inherent purpose of the product or service requires Invoice Cloud to provide the Services Data to a third party on your behalf (for example where Invoice Cloud initiates or processes transfers on your behalf) and, (4) to utilize Aggregate Information (defined below) derived from Services Data to help us improve our products and services and in developing additional offerings. Invoice Cloud will not provide your Services Data to any third party or permit any third party to access your Services Data, except by your permission or to comply with valid legal requirements such as a law, regulation, search warrant, subpoena, or court order. In addition, if at any time you decide to discontinue your use of the applicable service, your Services Data will be destroyed and removed from all servers according to terms set forth in your Billers or similar agreement. This Site is Not Directed at Persons Under the Age of 13 Our Site is not directed at persons under the age of 13, and Invoice Cloud does not collect or maintain information at our Site from persons we actually know are under the age of 13. InvoiceCloud Site May Be Linked to Other Websites Invoice Cloud may create links to third -party websites. Invoice Cloud is not responsible for the content or privacy practices employed by websites that are linked to our website. This privacy policy applies only to the information we collect on the Site, This Privacy Policy does not apply to information we collect through other methods or sources, including sites owned or operated by our affiliates, vendors or partners. Consent to Transfer Users located outside the United States who submit Business Information or Customer Information to Invoice Cloud via the Sites should be aware that the information they submit will be transferred to our servers located in the United States. Your submission of Business Information or Customer Information to us constitutes your consent to this transfer. Although Invoice Cloud will collect and use your Business Information or Customer Information only as stated in this Privacy Policy, laws generally applicable to the protection of personal data in the United States may not be as stringent as those in some users' home jurisdictions. Does Invoice Cloud Share the Information It Receives? http://www.invoicecloud.com/privacy.html 11/19/2015 Invoice Cloud - Privacy Policy Information about our customers is an important part of our business, and we are not In the business of selling it to others. We share Business Information and Customer Information only as described in biller and related agreements and this Privacy Policy. Page 3 of 3 Third -Party Service Providers: We engage Partners to perform functions on our behalf, Examples include processing and clearing transactions, sending postal mail and e-mail, analyzing data, processing credit card, ACH and other payments, and providing customer service. They have access to personal information needed to perform their functions, but may not use it for other purposes. Business Transfers: As we continue to develop our business, we might sell or buy subsidiaries, or business units. In such transactions, Business and Customer Information generally is one of the transferred business assets but remains subject to the promises made in any pre-existing Privacy Notice). Also, in the unlikely event that Invoice Cloud, Inc. or substantially all of its assets are acquired, customer information will of course be one of the transferred assets. Protection of Involcecloud.com and Others: We release account and other personal information when we believe release is appropriate to comply with the law to enforce or apply any conditions of use, biller agreements and other agreements orto protect the rights, property, or safety of invoicecloud.com, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. However, this does not include selling, renting, sharing, or otherwise disclosing Services Data (personally identifiable information from customers) for commercial purposes in violation of the commitments set forth In this Privacy Policy. With Your Consent: Other than as set out above, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information. We Use Appropriate Security Safeguards At Invoice Cloud, security is a priority. Invoice Cloud employs appropriate measures, including advanced technology, to protect personal information collected online against unauthorized access, disclosure, alteration or destruction. These measures may include, among others, encryption, physical access security, and other appropriate technologies. Invoice Cloud reviews and enhances its security systems, as necessary. Changes to this Privacy Policy Invoice Cloud may change this Privacy Policy at any time by posting the current policy to the Sites. Your use of the Sites constitutes acceptance of the provisions of this Privacy Policy and your continued usage after such changes are posted constitutes acceptance of each revised Privacy Policy. Contacting Us Questions regarding this Privacy Policy or the information practices of the Company's website should be directed to privacy@invoicecloud.com Version 2.2 August 20, 2011 Privacy Policy I Payer Terms & Conditions I Terms & Conditions I Web Site Terms & Conditions I Accessibility Statement Invoice Claud, Inc @ 2008-2014 http://www.invoiceeloud.com/privacy.htn-il 11/19/2015 ANDAGREEMENT By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute debit/credit entries to its checking/deposit account(s) indicated above at the depository financial institution(s) named above and to debit/credit the some such account(s). The Biller acknowledges that the origination of ACH transactions to its accounts) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (1) Invoice Cloud has received written notification (by electronic or U,S, mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than 10 business days' notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account numbers) or bank has occurred at which time this authorization shall apply to such new/changed account. This notification must be received within 10 business days of change. A fee will be charged for any returned ACH debits. B. By signing below, the Biller named: (1) has read, agreed to, and acknowledges receipt of the terms and conditions of the Biller Agreement, attached hereto, as well as the terms and conditions at www.invoicecloud.com/termsandconditions all of which is incorporated herein by reference (2) certifies to Invoice Cloud that he/she is authorized to sign this Biller Order Form; (3) certifies that all information and documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given, including credit references, and to obtain credit; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will be bound by the Biller Order Form and the Biller Agreement in its entirety; (7) agrees that Biller will submit transactions only in accordance with the information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud, by email (contracts@invoicecloud.com) if any information in this Biller Order Form changes. The terms and conditions and this Biller Order Form, the Biller Agreement and the terms and conditions at www.invoicecloud.com/termsandconditions constitute the entire integrated Biller Agreement by and between Biller and Invoice Cloud. If any provision of this agreement hereunder is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. and (8) the Biller agrees and understands that outstanding sums due and owing to Invoice Cloud., will be charged daily or monthly and debited from its current depository account. Non -sufficient funds for these debits are grounds for a change in fees or termination of this Agreement. In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the some. C. By signing below, the Biller hereby gives permission to Invoice Cloud to access his / her credit history via Trans Union, Equifax, or other credit-reporting agency D. The Biller Order Form and the Biller Agreement will become effective only when counter -signed by Invoice Cloud and upon execution by the Biller of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF, the parties hereto have executed this Agreement as of this days A, Accepted by biller: Corporate Officer Francisco Gutierrez Printed Name Finance Director Title Accepted by Invoice Cloud: xl P Robert Lapides Printed Name EVP Title Biller Order Form,-,., up• Ownership Type: Government s Biller Contacts Legal Name: City of Santa Ana Mine va Mancha, Treasury Services Super Address 1:- 20 Civic Center Plaza Phone Number: 714-647-5442 Ext. Address 2: Email Address: mmancha@santa-ana.org City: Santa Ana State: Ca Zip: 92701 ®• • Hans Nielsen, Project Manager Phone Number: 714-647-5442 Ext. i Phone# 714.647.5400 Fax #: 7146475089 Website URL: httpalwww.ci.santa-ana.ca.usl Email Address: I hnielsen@santa-ana.org Business Open Date: 1886 Minerva Mancha Federal Tax ID#: Phone Number: 714-647-5442 Ext. Note: Federal Tax ID and Legal Name must match on all documents. Email Address: mmancha@santa-ana.org Signatory on act: Francisco Guterrez Title: Finance Director - e Phone Number: 714-647-5400 Ext. Email Address: fguterrez@santa-ana.org .- Paperwork Contact: Mill Holt, Treasury & Customer Services Manager, (714) 647-5456, whop@santa-ana.org New Biller Implementation: $—IF500 Paperless Presentment: $Tn 0 11 Per Item includes 3 email notifications - - _ Biller Portal Access: $ 100 Monthly IC Payment - Credit Card: $ F 0 00 Per Item Additional User(s) $ 0.00 Monthly Per User IC Payment - EFT/ACH: $ 0.00 Per Item Online Bank Direct Access: $ 0 00 Choose an item. Online Bank Direct: $ 0.25 Per Item Go Mobile Gateway $ 0.00 Choose an item. Harris Go Mobile: $ 0 . 00 Per Item Invoice Presentment: $ 0.00 Monthly EFT/ACH Reject: $ 15.00 Per Item Charge Back: $ 20.00 Per Item Name ofChecking Account (As it appears oncheck orBank Leeer): City of Santa Ana Bank 1 Name: J.P. Morgan Address: 3 Park Plaza Fir 9 Irvine, CA 92614 Phone: 949-8334061 Depository Routing#: Invoice and 2aLment processing fees will be electronically deducted from this account. r 1 volceClou ' ' • _ Business License ®• 1 1 /19/2015 Invoicing Parameters sheet must be completed for each Invoice e. a • • ' In-houseSiNon-Submitter ® • • ®Visa ® MasterCard ® Discover ❑Amex ®EFT/ACH • • ❑EBPP ®Cloud Store ❑ Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Monthly Number of Bills: 200 Number of Cycles: nje Number of Installments: 1 Average Invoice Amount: $380 Highest Invoice Amount: $ 30,000 Billing Months (please select the applicable months below): ❑Jan ❑Feb ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All -. • e• ❑1St. loth ❑ 11th -20th El 21st -31st • • ❑ Biller ❑ Template ❑ Bill Print Vendor (please complete below) Hardware: Choose an item. QTY Choose an item. Provided by: ❑Sales Rep ❑ Operations Per Unit Price: $ Shipping Address: -- ; (if different than location address) Total Due: $ I Feet; seteattrowthebelo iftho service &��"4bythe Pale�or if Biller will absorb foe Item I Paid by payer Item Paid by Biller ❑ Credit Card: ® Credit Interchange, fees, dues assessments+ -% with $''Minimum Card: Authorization S 020''...., + 50'. %BP ❑ EFT/ACH: $t per item ® EFT/ACH: $ 0.50 per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Item Paid b payer Item Paid by Biller ElCredit Card: ElCredit Interchange, fees, dues assessments + %_ with Minimum Card: (Without Visa Acceptance) Authorization $ + T. BP ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $ Per Item ❑ Credit Card Service Fee: $ Max Cap for Credit Cards: $ ❑ EFT/ACH: Service Fee: $ ❑ Paid by payer ❑ Paid by Biller ❑ Paid by payer Service Fee + $ ❑ Paid by Biller $ per item surcharge - Notes/Spectal Handling Business License Cloud Store requires a custom lockbox file. City will provide the exact specifications for the file and format. Pricing for development is listed on page 1 ofthis BOF. _ -.•.0 12/14/2015 _._- _.. Biller • -_.. • Live• s• Hans Nielsen Please note the above requested date is not guaranteed. The implementation time frame is not guaranteed subject to change and delays to workload, systems/data requirements, biller cooperation and other factors. Ver. 2.7 ° +' �DogLlcense ®• 11/19/2015 Invoicing Parameters sheet must be completed for each invoice type. • In-house • • - Non -Submitter ° • • ®Visa ® MasterCard ❑ Discover ❑Amex ®EFT/ACH • • ❑EBPP ❑Cloud Store ® Cloud Pay ❑ OBD ❑ IVR ❑Kiosk Billing Frequency: Monthly Number of Bills: 2,500 Number of Cycles: Number of Installments: 1 Average Invoice Amount: 25 Highest Invoice Amount; $ -- 1,000 Billing Months (please select the applicable months below): ❑Jan ❑Feb ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All • ®• ❑ 1.t -loth ❑ 11th -20th ❑ 210 -31st • ° ° • • ❑ Biller ❑ Template ❑ Bill Print Vendor (please complete below IHEardW�Iare:C�hooseitem. �Choosen QTY item.Provided by: El Sales Rep El Operations Per Unit Price: $ Shipping Address: _ (if different than location address) Total Due: $ I Sel fees Item Paid b payer Item Paid by Biller ❑ Credit Card: ® Credit Interchange, fees, dues assessments+ % with $ Minimum Card: Authorization $ 020' + 50 7- BP ❑ EFT/ACH: $ per item ® EFT/ACH: $ 0.50 per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Item Paid by payer Item Paid by Biller ❑ Credif Ctlrd: El Interchange, fees, dues assessments+ %with $ Minimum (Without Visa Acceptance) Card: Authorization $ + % BP ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $ Per Item • . • - • * • - + - • • • • - • • • • • • ' ME ❑ Credit Card Service Fee: $F Max Cap for Credit Cards: $ ❑ EFT/ACH: Service Fee: $�', ❑ Paid by payer ❑ Paid by Biller venclol interactive Voice Response - IVR IVR ❑ Paid by payer Service Fee + $ ❑ Paid by Biller $ per item surcharge Notes/Specloll Handling.- TCloutl Pay (i.e. Web services payment processing) through the City's current provider of Basic EBPP, InfoSend. . -- 2/12/2016 • '<> --Hans Nielsen Please note the above requested date is not guaranteed. The implementation time frame is not guaranteed subject to change and delays to workload, systems/data requirements, biller cooperation and other factors. DocuSign Envelope ID: 7749OF52-CF5B-4826-AB2C-2C89947EC063 14221 Dallas Parkway, Dallas, Texas 75254 • 4 Northeastern Blvd, Salem, NH 03079-1952 Sales Phone (603) 896-8324 • Sales Fax (603) 896-8701 www,chase paym e me ch, co m Page 1 of 2 Paylnentceli Contract No, 063576 COMPANY LEGAL NAME: City of Santa Ana TAXPAYER ID 95-6000785 REGISTERED TRADE I NAME YEAR BUSINESS STARTED PHYSICAL STREET ADDRESS: (NO PO BOX OR PAID MAIL BOX) 20 Civic Center Plaza CITY Santa Ana STATE CA ZIP CODE 92701 PRIMARY CONTACT Fra ncisco Gutierrez TELEPHONEN 714-647-5200 TYPE OF ENTITY ❑ INDIVIDUAL / SOLE PROPRIETOR ❑PARTNERSHIP []CORPORATION ❑LLC* ®OTHER: Government TYPE OF OWNERSHIP: ❑ PUBLIC ❑ PRIVATE ❑ NON PROFIT * IF LLC,TAXED AS: ❑DISREGARDED ENTITY []CORPORATION ❑PARTNERSHIP STATE OF FORMATION e, C,4 DATE OF FORMATION (M M/DD/YYYY) 1/1/1686 TRADING SYMBOL FISCALYEAR END (MM/DD/YYYY) HAS MERCHANT EVER FILED BANKRUPTCY? [j YES NO IF YES, WHAT CHAPTER? FILING DATE: EMERGENCE BATE: SOCIALSECURITY BIRTHDATE NAME R OR O TAM ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE ZIP CODE SIGNATURE PERCENT OWNERSHIP SOCIAL SECURITY BIRTHDATE NAME OR ore TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER L— CITY STATE ZIP CODE SIGNATURE PERCENT OWNERSHIP V. DO YOU HAVE ANY ADDITIONAL OWNERS (NOT LISTED ABOVE) THAT HAVE 10% OR GREATER OWNERSHIP? ❑ YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO s COMPANY PRESIDENT: COMPANY CFO: IS THERE ANYONE NOT LISTED ABOVE WHO HAS THE AUTHORITY TO MAKE FINANCIAL DECISIONS OR CONTROL COMPANY POLICY ON BEHALF OF YOUR BUSINESS? ❑ YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) ❑ NO Page 1 of 2 Paylnentceli Contract No, 063576 DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C-2C89947ECO63 AUTHORIZED ADMINISTRATOR FOR PURPOSES OF ACCOUNT BOARDING AND IMPLEMENTATION MEANS AN OWNER, PARTNER, OFFICER, EMPLOYEE OR OTHER AGENT OF THE. MERCHANT THAT HAS BEEN APPOINTED BY AN EXECUTIVE OF MERCHANT AND WHO IS DULLY AUTHORIZED TO PROVIDE INFORMATION AND EXECUTE DOCUMENTATION ON BEHALF OF AND RELATED TO MERCHANT IN ORDER TO FACILITATE THE INITIAL SET UP OF MERCHANTS'S ACCOUNT WITH CHASE PAYMENTECH. PER CHASE PAYMENTECH POLICY, AUTHORIZED ADMINISTRATORS ARE NOT PERMITTED 1"O MODIFY THE MERCHANT'S ACCOUNT WITH CHASE PAYMENTECH AFTER COMPLETION OF THE INITIAL SET UP A E MADE, BY AN EXECUTIVE OR FINANCIAL CONTACT, AS APPLICABLE AND AS MERf.HANTS'S ACCOUNT. SUCH CHANGES MUST R THOSE ROLES ARE DEFINED BY MERCHANT._ NAME (Please print) Francisco Gutierrez � TITLE (please print) Finance. Director( _ J TELEPHONE NUMBER 714-647-5400 EMAIL ADDRESS: fgutierr,ez@santa-ana.org SIGNATURE DATE: 1, the undersigned, being an officer/principal of represent and warrant that the statements made on this document are correct and factual. JPMorgan Chase Bank, N.A ("Member") and Paymentech, LLC ("Paymentech" or "Chase Paymentech") are authorized to conduct any necessary Investigation, Including without Ilmitatton, authorization far a bank to release Standard banking infonnatlon. (Photocopy of signature below is valid for the release of information and will remain valid until the termination or expiration of the Merchant Agreement NAME (please print) Francisco �iUtIE'rYCZ TITLE Iplcase print) (-IndI10E'QIrCCtOr SIGNATURE DATE s SUBMITTER NAMEInvoice Cloud, Inc. *Note: Each Merchant is required to submit a W9 with this application, regardless if Paymentech will be utilizing the Submitter'S TIN for IRS reporting purposes. Page 2 of 2 I"aymentoch C'oneract No. 063576 DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C-2CB9947EC063 CHASE i®" Plm'h SUBMITTER MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES Paymentech, LLC ("Paymentech" or "we", "ns" or "our" and the like), for itself and on behalf of .1PMorgan Chase Bank, N.A. ("Member"), is very excited about the opportunity to join Invoice Cloud, Inc. in providing you, with state-of-the-art payment processing services. When your Customers pay you through Invoice Cloud, Inc., you may be the recipient of a Card funded payment. The organizations that operate these Card systems (such as Visa U.S.A., Inc. and MasterCard International Incorporated; collectively, the "Parnent Brands") require that you (i) enter into a direct contractual relationship with an entity that is a member of the Payment Brand and (ii) agree to comply with Payment Brand Rules as they pertain to applicable Card Transaction you submit through Invoice Cloud, Inc.. You are also required to'fill out an Application with Payrnentech, The Application provides Paymenteeh with information relative to your processing practices and expectations. By executing this document, you are fiilfilling the Payment Brand Rule of entering into a direct contractual relationship with a member, and you are agreeing to comply with Payment Brand Rules as they pertain to Transactions you submit for processing through the ItlVniee Cloud, Inc. service. We understand and acknowledge that you have contracted with Invoice Cloud, Inc. to obtain Card processing services on your behalf and that Invoice Cloud, Inc. may have agreed to be responsible for your obligations to us for such Transactions and as set forth in these guidelines. The following information is designed to inform and assist you as we begin our relationship, I. four Acceptance o/'Cards • You agree to comply with all Payment Brand Rules, as may be applicable to you and in effect from time to time. You understand that we may be required to mod'i'fy these instructions and guidelines in order to comply with requirements imposed by the Payment Brands. • In offering payment options to your customers, you may elect any one of the following options. These acceptance options above apply only to domestic transactions: (1) Accept rill types of Visa and MasterCard cards, including consume- credit and debit/check cards, and commercial credit and debit/check cards; (2) Accept on{v Visa and MasterCard credit cards and conunercial cards (if you select this option, you must accept all consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business debit/check cards); or (9) Accept only Visa and MasterCard consumer debit/check cards (if you select this option, you must accept all consumer debit/check card products (but not business debit/check cards) and refuse to accept any kind of credit cards). • If you choose to limit the types of Visa and MasterCard cards you accept, you must display appropriate signage to indicate acceptance o'fthe limited acceptance category you have selected (that is, accept only debh/check card products or only credit and commercial products). • For recurring transactions, you must obtain a written request or similar authentication from your Customer for Elie goods and/or services to be charged to the Customer's Card, specifying the frequency of the recurring charge and the duration of time during which such charges may be made, 2. Settlement • Upon our receipt of your Transactions, we will process your Transactions to facilitate the funds transfer between the various Payment Brands, you and Invoice Cloud, Inc.. Unless otherwise agreed to by the parties, after we receive credit for such Transactions, we will provide provisional credit to one or more of the 'Bank Account(s) you designate herein raider the "Funding Schedule" section. • You vast not submit Transactions for payment until the goods are delivered, shipped, or the services are performed. Pf a Customer disputes being charged for merchandise or services before receiving them, the result may be a Chargeback to you. 3. Chareeba • You may receive a Chargeback for a number of reasons. The following are some of the most connnon reasons for Charg'ebac](s, but in no way is this meant to be an exhaustive list of all Chargeback reasons: (1) You do not issue a refmid to a Customer upon the return ornon-delivery of goods or services; (2) An authorization/approval code was required and not obtained; li9TEEN6L PAYMEM rCHUSP Ret' 01/T47Marchant Namur f ila..F c., �,1.. A.,., DocuSign Envelope ID: 7749OF52-CF5B-4826-AB2C-2C89947ECO63 (3) The Transaction was traudulent; (4) The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclahn; or (5) The Customer refuses to make payment for at Card sale because in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner. 4. Data Security and 114vaaev • By signing below, you represent to us that you do not have access to any Card Information (such as the Customer's primary account number, expiration date, security code or personal identification number) and you will not request access to such Card Information from Invoice Cloud, Inc.. In the event that you do happen to receive Card Information in connection with the processing services provided by Invoice Cloud, Inc. or Paymentech under these guidelines, you agree that you will ,not use it for any fraudulent purpose or in violation of any Payment Brands or applicable law and you will comply with all applicable Payment Brand Rules and Security Standards. If at any time you believe that Card Information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance with all Security Standards that are applicable to you and which may be published from time to time by the Payment Brands. If any Payment Brand requires au audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card Information other than for the sole purpose of completing the Transaction authorized by the Customer for which the information was provided to you, or as specifically allowed by Payment 'Brand. Rules, or required by law. In the event of your failure, including bankruptcy, insolvency or other suspension of business operations, you shall not sell, transfer or disclose any materials that contain Transaction information or Card bnfornation to third parties. S. Fuudilm, Schedule • In order to receive funds from Paymentech, you must maintain one or more 'bank accounts) at a bank that is a member of the Automated Clearing House ("ACH") system and the Federal Reserve wire system (the "Bank Account"), You must designate at least one Bank Account for the deposit and settlement of funds and the debit of any fees and costs associated with Paymentech's processing of the Transactions (all such designated Bank Accounts shall be collectively referred to herein as the "Sottlemert Account"). You authorize Paymentech to initiate electronic credit and debit entries and adjustments to your Settlement Account in accordance with this Section 5. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including but not limited to delays or errors by the Payment Brands or your bank. • Unless otherwise agreed to by the parties, the proceeds payable to the Settlement Account shall be equal to the amounts received by us in respect of your Card transactions less all Chargebacks, Customer refunds and othe applicable charges. Such amounts will be paid into the Settlement Account promptly following our receipt of the funds. If the proceeds payable to the Settlement Account do not represent sufficient credits, or the Settlement Account does not have a sufficient balance to pay amounts due from you under these guidelines, we may pursue one ar more of the following options: (i) demand and receive immediate payment for such amounts; (ii) debit a Bank Account for the amount of the negative balance; (iii) withhold settlement: payments to the Settlement Account until all amounts are paid, (iv) delay presentation of reftmds until a payment is made to us of a sufficient amount to cover the negative balance; and (v) pursue any remedies we may have at law or in equity_ • Unless and until we receive written instructions from you to the conney, all amounts payable by Paymentech to you will be deposited in tine Settlement Account designated and authorized by you as set forth below: Name of Bank: J.P. Morgan ABA No.: 322271627 Account No.: 935309500 Account Name: City of Santa Ana Reference: Merchant Narne: City of Santa Ana Rev OI/14 Page 2 of 3 _ _ Paymentech Contract No. 063.57(; Doct ign Envelope ID: 77490F52-CF5B-4826-AB2C-2C89947EC063 6. 77e lnrtions "Application- is a statement of )tem furuncial condition, a description of the characte.rislics of tour business or omanizatien, and related information you have previously or Conan Iell tly submitted to us, including eredit and fmaucial information. "Carfr, is an account or evidence of in account, authorized and established be(waen a Ctutomer and n Payment Brand, or representatives or members of a Payment Brand that you accept frons CYistomers as payment far a good or service. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, cleetrovic gif cards, aul;horize,a accountor access numbers, paper certificates andcredit accormts. "Cha geback" is a reversal of a Transaction you previously presented to Paynientech pursuant to Pi yricut Brand Rules. "Customer" is the person or etdity to whom a Carol is issued or who is otherwise authorized to use a Payment Instrument. "Aiember" is IPMotgan Chase Bank, N.A. or ocher entity providing sponsorship to Payanentech as required by all applicable Payment Brand. Your acceptance of Payment Brand products is extended by the Member. "Popnresrt Braner' is any payment method providerwhose payment metlrod is accepted by Paymentech for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard Intcria timral, Inc., Discover Financial Services, LLC and other credit' shot debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Payment Bratid also inchule.s the Payment Card Industry Security Standards Council. "Payment Brand Rules" are the bylaws, rules, and regulations, as they exist Brom time to lime, of the Payment Brands. "Card Information" is information related to a Customer or the C'ustomer's Card, that is obtained by you or Invoice Cloud, Inc. from the Customer's Card, or from the Customer in correction with. his or her use of a Card (for example a security code, a PIN number, or the customers zip code when provided as pats of an address verification system). Without limiting the foregoing, such information may include a. the Card account number and expiration date, the Customer's cane or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from tile Payment Instrumcm, whether printed thereon, or magnetically, electronically or otherwise stored thereon. "Pt(vnaentech", "we", "our", arid' us" is Paynientech, LLC, a Delaware limited liability company, having its prutcipal office at 14221 Dallas Parkway, Dahas,'Pexas 75254, "Security Standards" are all rules, regulations, standards or guidelines adopted el required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's C'ardbolder Informatiort Security Program CUSP"), Discover's Information Security & Compliance Program, American Fxpress's Data Security Operating Policy, MasterCard's Site Data Protection Program (`SDP'), Visa's Payment Application Best Practices ("PA10"), die Payment Card industry's Payment Application Data Security Standard ("PA DSS"), MasterCard's POS Turranal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. "Transaction" is a transaction conducted between a Customer and you utilizing a Card in which consideration i, axchangad between the Customer and you. Please aclmowledge your receipt of these instructions and guidelines and your agreement to comply therewith. Agreed and Accepted by: Agreed and Accepted by: iafy of Scuta Ana YAYtv7LNITCH, LLC for itself and on behalf of MERCHANT �.____ LEGAL NAME(Pnni of Type) C ,IPNIORC I E BANK, N.A. 20 Civic Center Plaza, Sancn a, AnCA 9270[s�e.iea'�3�. Adds s(Print ui Type) B ' ( 1 U1t� � 46F69CF2FACF42E... By p,urhmized signaaaxC) Print Name: David Miller I`r.ancisco Gutierrez, Finance Director 8y, N ime, Tit'Ie (Priat or T'Ype) Cale Title; Vice president, Credit Operations ____ December 11, 2015 Add2ss: 4 Northeastern Boulevard Salem NI[ 03079 avian AAI-ArAmvu ul lr4'' R'v Dlil4 �' hiruh mt Name Crtv of sharia Ana -_ - ._-.-_ Pa"c 3 id'3 _ I aymuuach Cootrnq No. 003576 DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: Citi of Santa Ana CHASE I STM Paymented,ht Schedule A to Merchant Agreement vrsa aertieo ransactions See Volume Schedule MasterCard Settled Transactions See Volume Schedule American Express Conveyed Transactions No Charge Diners Settled Transactions See Volume Schedule Discover Settled Transactions See Volume Schedule JCB Settled Transactions No Charge $ g0 Voice AVS Authorization - Charged per each voice Address Verification Service authorization orizations See Volume Schedule rd Authorizations See Volume Schedule Express Authorizations r See Volume Schedule thorizations See Volume Schedule Authorizations See Volume Schedule JCB Authorizations See Volume Schedule Visa, MasterCard, Diners, Discover, JCB Settled Chargeback Processed or Represented $7.00 Visa, MasterCard, Diners, Discover, JCB Collection, Pre -Arbitration or Compliance $10.D0 Internal Pavmentech Use only Rev aura Paymentech Contract No.: 063676 Page 1 of _ Date: Rev0 15 ®'TIM s ® e a Visa Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule MasterCard Auth Reversal - Visa authorization reversal on misuse prevention p S See Volume SohedWe _ Audio Response Unit Authorization — Charged when voice auth is handled by automated system Voice Authorization - Charged when you call the Voice Auth phone number to authorize a credit $.50 card $,90 Voice AVS Request- Charged to speak to voice operator for each Voice Address Verification request $,90 Voice Authorization Reversal - Charged for each voice authorization reversal $ g0 Voice AVS Authorization - Charged per each voice Address Verification Service authorization $1]6 Voice Operator Assist -Charged for each voice operator assistance $1.75 Visa, MasterCard, Diners, Discover, JCB Settled Chargeback Processed or Represented $7.00 Visa, MasterCard, Diners, Discover, JCB Collection, Pre -Arbitration or Compliance $10.D0 Internal Pavmentech Use only Rev aura Paymentech Contract No.: 063676 Page 1 of _ Date: Rev0 15 DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Santa Ana ACH Transfer Fee -Charged for eaoh ACI -I Wire Transfer Fee -Per each funding via wir(transmission of funds) sent to your account $.50 e transfer $10.00 Rejected Transaction $.03 Paymentech Gateway Transaction $ 01 Monthly Paymentech Gateway Fee (per division) No Charge Monthly Fex/Mail Reporting Fee - Charged each month Paymentech faxes or mails statements (whether at the request of Merchant or because delivery to a valid einail address has failed) $50.00 Postage, Supplies, Equipment & Other Services — service fees will be charged at the time of order Current Market v"a Pass -Through MasterCard Pass -Through Diners Pass -Through Discover Settled Pass -Through JCB Pass -Through DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement For Transactions for: City of Santa Ana Merchant Name: Invoice Cloud, Inc. e • '/ / ( ♦ ♦HIM / • / Charged on MasterCard Gross Sales volume V See MC Acquiring License Fee` Additional information under Payment Brand Fees .004% below. MC Digital Enablement/Card Not Present Charged on MasterCard Card Not Present Gross Sales 010% Fee volume. Charged by Discover on all authorizations for card Discover Network Authorization Fee transactions that are settled through the Discover $.0025 Network MC AVS Auth Access Fee - Card Present Charged by MasterCard when a merchant uses the address verification service to validate a cardholder address $.01 MC AVS Auth Access Fee -Card not present $.01 Charged by MasterCard when an authorization is MC Auth Access Fee reversed or the authorization is provided by MasterCard $.005 if the card issuer is not available Charged by MasterCard when a merchant submits the MC Card Validation Code 2 Fee Card Validation Code 2 (CVC2) in an authorization $.0025 request ount Status Fee - Intra -regional Charged by MasterCard or Visa when a merchant uses this service to do an inquiry that a card number is valid $0.025 [M;CAccountStatus Fee -nter-regional $0.03 ro $ Acct Verification Fee $0 025 o $ Acct Verification Fee No Charge C Processing Integrity Fee Charged when a card is authorized but not deposited and the authorization is not reversed in a timely manner $0.055 Visa Misuse of Authorization Fee $0.048 Visa zero floor limit fee Charged when a transaction is deposited but never $0.10 authorized Visa Transaction Integrity Fee Applies to Visa signature debit cards that don't qualify $0.10 for CPS MasterCard Cross Border Assessment Charged by MasterCard, Visa, Discover, Diners and JCB on foreign bank issued cards o 0.40 /° Visa International Service Assessment 0.40% Discover, Diners, & JCB — International Service Fee 550% Visa Interregional IAF Fee (other MCC's) Interregional IAF Fee (high risk MCC's) Additional fee charged by Visa, Discover, Diners and E45Visa MC International Support Fee JCB on foreign bank issued cards .85% Discover, Diners, & JCB International Processing Fee .40% Visa Partial Auth Non -Participation Fee Applies to Petroleum merchants using automated fuel $0.01 $ pumps Visa Fixed Acquirer Network Fee - Visa Fixed Acquirer Network Fee is a monthly fee assessed by Visa per tax ID based on Merchant Category Code (MCC), dollar volume, number of merchant locations, and whether the physical Visa card is present or not present at the time of the transaction. This fee can vary monthly. Pass -Through Rev 07/15 Paymentech Contraot No.: 063576 Page 3 of 4 _ Date: 8/3/2015 DocuSign Envelope ID: 77490F52-CF5B-4826-AB2C-2C89947EC063 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Santa Ana Payment Brand Fees A substantial amount of the fees that we charge for processing Transactions consists of charges that we must pay to the Payment Brands and card issuing banks (or that are otherwise charged to us by the Payment Brands and card issuing banks) under the Payment Brand Rules. These charges (collectively referred to in this Schedule A as "Payment Brand Fees") include, but are not limited to, interchange, assessments, file transmission fees, processing fees, network access fees, and cross border fees. Whether a particular Payment Brand Fee applies is based on several factors, like the type of Payment Instrument presented, specific information contained within the Transaction, how and when the Transaction is processed, and the merchant's domicile and industry. Please note that Paymentech may, from time to time, elect not to charge you for certain existing, new or increased Payment Brand Fees. If we elect not to charge you, we still reserve the right to begin charging you for existing, new or increased Payment Brand Fees at any time in the future, upon notice to you. No such Payment Brand Fees will be imposed retroactively. Additional information about significant Payment Brand Fees (Interchange and Assessments), can be found at: www.chaseoavi,nentech.com/interchan,ge and assessment understanding html *MasterCard assesses the MasterCard Acquiring License Fee annually to each Acquirer based on the total annual volume of MasterCard -branded sales (excluding Maestro PIN debit volume) of its U.S. domiciled merchants. To fairly distribute the fee across all Paymentech MasterCard -accepting merchants, a rate of .004% will be applied to all of your MasterCard gross sales transactions. Amount due upon Termination In addition to the other amounts due under this Agreement (including without limitation, the fees and charges described in this Schedule A), you may owe an amount in the event you terminate this Agreement. Whether you will owe that amount, and how much you will owe, will be determined in accordance with the terms of the Agreement, including, without limitation, the "Termination" section. Tier 1 First 1,000,000 1 — 1,000,000 $.03 .05% $.03 $.10 Tier Next 9,000,000 1,000,001-10,000,000 $.02 .03% $.02 $.05 Tier 3 Over 200,000 -- — 10,000001 $,01 .02% $.01 $.035 The above grid applies to Bank Card, Discover, and Diners transactions beginning as of the date of the first submission of Bank Card Transactions to Paymentech and continues for the term of the Agreement. We agree to rebate fees only in the case where we fail to reduce the transaction fee when Merchant's volume reaches the next grid level. ,.., , uy_ I' i-1 Rev07115 _Paymentech Contract No.: 063576 Page 4 of 4 _ Date: 8/3/2015 CHASE 01' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 12/14/15 SECTION 7: COMPANY/CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert Lapides EVP (Print Name) (Title) verify that the account set-up information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. SECTION 2: BUSINESS UNIT (if different frorn,dlvisloo narne) Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit #: SECTION 3: FUNWNG (if new ba i see sao lon 9) If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the Following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?[] Yes or []No If no, a new FTI will be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 1 NewDivisionSetup/cboo CHASE ®� Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • wwmchasepaymentech.com Ps1ymeT9tef:h Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 4: 1099K CONTACT INFORMATION (W-9 required if new US entity and/or taxpayer /D, W-8 required for Canadian ent iaa) Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez 1099K Contact email address : fgutierrez@santa-ana.org This is the contact that will receive the 1099K mailina to the address listed on the W-9 suoolied (only required if different than Cnrnnrate) SECTION 4a: TRANSACTION DIVISION Division Name: City of Santa Ana - Business License (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US '** If using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product information by an asterisk (*), which must appear in the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): C 1 i 1 It I y o f S a n It I a A n a (22 bytes) Customer Service Phone #: 7 1 4 6 4 7 5 4 0 0 (13 bytes) (Required for Mail Order or Recurring) City: (Required for Retail) (13 bytes) URL: (optional, if phone# provided above) (13 bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, PO Boxes not acceptable) City: Santa Ana State/Prov: FC A Zip Code (US): 9 2 7 0 1 (For Retail -City above must match City Location) Postal Code (Intl): I I Postal Code (Can); (6 bytes) (State/Province and Postal/Zip codes must match the address given above) Product/Service Description (Enter product description, i.e. clothing, g I u s I i L i I c I e in s e books, membership) Publication Descriptor (Please provide only if required by your submitter): Avg. Trans. $ Amt: 380 Avg. # Trans./Yr: 240 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail E Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ Mail/Phone(Marketing Material Required) ® Internet(Please provide your URL): http:// www.invoicecloud.com/santa- ana If internal is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: ® SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure, i.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes ❑No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) (Approval will be required for any temporary or permanent increases to this ceiling limit). Please check the consumer's payment option for this division: (Select only one): ❑Single payment ❑Installment payments ❑Deferred payments [-]Recurring (transactions managed by merchant/submitter) Rev11/18/10 2 NewDivisionSetup/cboo CHASE % Merchant services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech 1t%4ch Phone: (603) 896-6000. Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Please check below if applicable: E Bill Payment (A Bill Payment transaction is a transaction loran ongoing service/billing cycle that is known and agreed upon in advance by the merchant and cardholder. i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes E No Do you provide custom orders at time of sale? Do you own the product at the time of sale? E Yes ❑ No Do you drop ship the product? ❑ Yes E No If yes, what %: Are you filling your own merchandise orders? E Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # ❑ Yes E No SECTION 5: CHARGEBACK CONTACT: (required) IQA(Manager[supervisor-one who assigns work to MCAs) ' (Required for retail and Discover) MRQA (Manager/supervisor one who assigns work to MRAs) NOTE: This contact may receive any exception documents that may need to be mailed or faxed, if not participating in Chargeback Management this will be the default contact for Char eback Mailing second contact will not be required) Location: ❑ Merchant E Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: E Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: jmorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both E ? Account Masking for this contact? E Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes ENo If yes, provide User ID: CHARGEBACK CONTACT; (required) MCA (Merchant Cha(gebackAnalyst —one who works the chargebacks) (Required for retail ano' Discover MRA ((Merchant Retrieval Analyst—one who works the retrievals) ® Same as above (check here if the MCA/MRA Contact is the same as the IQAIMRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Rev11/18/10 3 NewDivisionSetup/cboo CHASE C) Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com ts S' ei s �t Payr, t e t `9Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—Services@ChasePaymentech.com ' SECTION 6: PRODUCTS & SERVICES Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (For information on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default is 3 if left blank) # of days between attempts: (Default is 3 if left blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only. Canada & UK Onlv): ❑Submitting or ❑Extracting (if extracting Indicate # of Days: (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required _ SECTION 7� METHODS OF PAYMENT ® Visa E MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and GSR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes — for example — HRS Household — Please provide Credit Plan #) ® Discover (conveyed only) (US only) SE# I I I I I I I I I I (15 bytes) ❑ American Express(conveyed) SE# (lo bytes) As a rule: (US SE should begin with "1-6", International SE should begin with a "9", Canadian SE should begin with a "93", International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on your American Express cardholder statement)(AII other card types use descriptor in Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) Aggregator ❑ Petroleum ❑ or Neither ❑ E Electronic Check Processing Parameter (US and Canadian only) Company Name: C i t y o f S a n t a A n a (16 bytes) Item Description: L i c e In s e (10 bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is "1" How do you obtain authorization from consumers? (Select only one) ❑ Written consent ❑ Telephone E Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) (Approval will be required for any temporary or permanent increases to this ceiling limit). Rev11/18/10 4 NewDivisionSetup/cboo CHASE / ® Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymvnntedi Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT continued ❑ PINless Debi f (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only PIN BASED DEBIT Requires a PIN Pad - please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ Bill Me Later® payment option (Us only) ❑ European Direct Debit For EURO only: (Valid only for Euro currency divisions Descriptor (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: Valid only for GBP currency divisions) Descriptor I I 1 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is I ❑ PayPal (Valid for Us currency only) Payer Email Address: (32 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : P I A I Y P I A I L* (18 bytes) Business Name: Customer Service Phone# (Optional) (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(include http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: the method by which you (the merchant) will authenticate your customer with PayPal — you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchant's location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18/10 5 NewDivisionSetup/cboo CHASE !i;... Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice Cloud (i.e. fulfillmentco. or ECommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? ❑ Yes ® No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? *If this is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UserlD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com *Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Profile Management required? ❑Yes or ®No Level of access: ❑ Merchant or ❑ Chain (select one, default is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is 3) # of Days between attempts: ❑ 3. Will you be using: ❑ Paypal/verisign ❑ CyberSource ❑ 4. Will you be using the !Terminal? (retail divisions only) Primary Contact*: UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): *Primary contact must be the merchant contact for security needs. Auto -Settle Time: ❑ AM or FPM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes [:]No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC50000 (If Yes, Magtek Readers are purchase only) (iTerminal is only certified to utilize the above PinPads and are purchase only) Rev11/18/10 6 New Division/cboo CHASE !i Paymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentach.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 8: PROCESSING METHOD (continued) ❑ 5. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect[] (If NetConnect see requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Equipment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) If purchase or rent, date needed by: ❑ Use existing equipment? ❑ Yes ❑ No Terminal quantity? Printer quantity? Terminal/Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (If NetConnect see requirement below) NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # (if different then Store Phone #) Equipment/Kits/Imprinters Ship To Address (if differentthan store location) Please ensure a contactwill be available to accept shipment: Street Address: City: Ship to contact's phone#: Store Opening Date: State/Prov: Dial Out Prefix (9,8,5): Attention to: Default will be Store Manager Zip/Postal Code: Ship to contact's email: Special Requirements: Country: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes[] No❑ Do you require an Imprinter? ❑Yes ❑No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes❑ No[] Ravi 1/18/10 7 New Division/cboo CHASEO" i �`� i der itec Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Note: When settina uo multiple bank accounts- n/ease comnlete a senarate form for each. SECTION 9: BANK ACCOUNT INFORMATION Check only one Settlement Currency in which we Deposit Complete all sections of the 7 options will fund to you (Country where your Bank Acct listed: below 6 Resides) 7 Option #1 ® USD USA A, E See section A Note section) Option #2 ❑ CAD CAN B1 to B3, E Option #3 ❑ USD CAN B1 to B3, D3, D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E list country funds are being deposited in (Swift Code: (a to 11 bytes) Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlement currency City of Santa Ana Country: United States ❑NZD, ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E ❑NZD, ❑ZAR, ❑USD Int'I (list country funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN B1 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, []NOK, ❑SEK, ❑NZD, ❑ZAR ecVon AUS BANK ACCOUNT INFORMATION select only one method of transfer) ® ACH Transfer 3 2 1 2 2 7 1 6 2 7 (ABA #) ❑ Wire Transfer (See Note) (Fedwire#/Routing #) ❑ Swift Transfer (See Note) (Swift Code: (a to 11 bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#/Routin A Special Wire Instructions: 60 bytes) Bank Account #: 935309500 Company Name: (As appears on Bank Account) Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 ® Checking OR ❑ Savings City of Santa Ana Country: United States B1 Institution Number: EFT Branch Transit Number: B2 Swift Code: (8 to 11 bytes) I I I I I I I I I I (required if settlement is USD) B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: ❑ Checking OR ❑ Savings Province: Postal Code: Country: Canada Rev11/18/10 8 New Division/cboo CHASE�' " 7rr Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • vwdw.chasepaymentech.com Rayrnentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Section C: FINAL DESTINATION BAND Account Where Your Funds are De osited C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain Only) C3 IBAN/Bank Account# Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 bytes) Section D. INTERMEDIARY/CLEARING BANK ACCOUNT INFORMATION Note: For ]ntl.Deposits going through J.F. morgan Chase in London Intermadiaryis not required. Complete Section "C'. only 01 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Section E: Signature "On behalf of City of Santa Ana I, Francisco Gutierrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to transfer funds accordingly." tx®mz! c n �\- - Finance Director Authorized Signature* Title Date (*Must be signed by Executive or Financial Contact) Note: in order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ------------------------------------------------------------------------------------------------------------- ATTACH VOIDED CHECK HERE ----------------------------------------------------------------------------------------------------------' Rev11/18/10 9 New Division/cboo CHASE iPayrnentech Merchant Services . 4 Northeastern Boulevard, Salem, NH 03079-1952 • w .chasepaymentech,com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 10: REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@invoicecloud.com (username @domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (4o bytes) dbowler@invoicecloud.com (username @domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? IFor additional Users, please submit additional forms � I, Robert Lapides EVP verify that the (Print Name) (Title)" contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or th Report Center. Signature; t�/rAc r /k" r /(• � *(must be signed I Executive or Financial Contact) Rev11/18/10 10 New Division/cboo CHAS E /..® Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant—Services@ChasePaymentech.com Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request CompanyID#: Projected Live Date: 2/12/15 SECTION 1: COMPANY/CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned E affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) Robert Lapides EVP (Print Name) (Title) verify that the account set-up information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. SECTION 2: BUSINESS UNIT (if different from, division name) Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit #: SECTION 3: fUNDINO (if new banking, spa Section) If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or [:]No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?[] Yes or ❑No If no, a new FTI will be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 1 NewDivisionSetup/cboo CHASE :o/ Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com 'ixaym7`'ii 7 .. Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com ���Ch SECTIO 4:1099KCONTACT INFORMATION (W-9required ifnow USentity and/or taxpayer ID, W-8requiredforCanadian entitles) Transaction Division's Taxpayer ID #/No. 95-6000785 1099K Contact Name Francisco Gutierrez Same as Corporate Yes ❑ No 1099K Contact email address : fgutierrez@santa-ana.org ass listed on the W-9 supplied (only required if different than Corporate) SECTION 4a: TRANSACTION DIVISION Division Name: City of Santa Ana - Dog License (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US **" If using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product information by an asterisk (*), which must appear in the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): C i t y o 1 f S I a I In I t a A n a (22 bytes) Customer Service Phone #: 7 1 4 - 6 4 7 5 4 0 0 (13 bytes) (Required for Mail Order or Recurring) City: (Required for Retail) (13 bytes) URL: (optional, If phone# provided above) (13 bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street. address, PO Boxes not acceptable) City: Santa Ana State/Prov: FC A Zip Code (US): 9 2 1 7 0 1 1 (For Retail -City above must match City Location) Postal Code (Intl): I IPostal Code (Can): (6 bytes) (State/Province and PostallLip codes must match the address given above) Product/Service Description (Enter product description, i.e. clothing, D 0 g L I c e n I S I e books, membership) Publication Descriptor (Please provide onlyif required by your submitter): Avg. Trans. $ Amt: 25 Avg. # Trans./Yr: 3000 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ Mail/Phone(Marketing Material Required) ® Internet(Please provide your URL): http:// www.invoicecloud.com/santa- ana If internet is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: ® SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure, i.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes ❑No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) (Approval will be required for any temporary or permanent increases to this ceiling limit). Please check the consumer's payment option for this division: (Select only one): ®Single payment []Installment payments ❑Deferred payments ❑Recurring (transactions managed by merchant/submitter) Rev11/18/10 2 NewDivisionSetup/cboo CHASE 1 F Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com payn-if'.ntech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 4: TRANSACTION DIVISION (continued) Please check below if applicable: E Bill Payment (A Bill Payment transaction is a transaction loran ongoing service/billing cycle that is known and agreed upon in advance by the merchant and cardholder. i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes ® No Do you provide custom orders at time of sale? Do you own the product at the time of sale? ® Yes ❑ No Do you drop ship the product? ❑ Yes ® No If yes, what %: Are you filling your own merchandise orders? ® Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # ■// SECTION 5: CHARGEBACK CONTACT: (required) IQA (Manager/supervisor- one who assigns work to MCAs) (Required for retail and Discover) MRQA (Manager/supervisor one who assigns work to MRAs) NOTE: This contact may receive any exception documents that may need to be mailed or fazed, if not participating to Chargeback Management this will be the default contact for Chargeback Mailing second contact will not be required Location: ❑ Merchant ® Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ® Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: jmorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both E ? Account Masking for this contact? ® Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes ®No If yes, provide User ID: CHARGEBACK CONTACT: (required) MCA (Merchant Chargeback Analyst one who works the chargeback's) (Required for retail and Discover) MRA ((Merchant Retrieval Analyst— one who works the retrievals ® Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes []No If yes, provide User ID: Rev11/18/10 3 NewDivisionSetup/cboo CHASE III Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 6: PRODUCTS & SERVICES Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (Forinformation on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default is 3 if left blank) # of days between attempts: (Default is 3 if left blank) Output Options: ❑ Total (recommended) ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only. Canada & UK Only): ❑Submitting or ❑Extracting (if extracting Indicate # of Days: (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required _ SECTION 7: METHODS OF PAYMENT ® Visa S MasterCard ❑ JCB (US & Ven only) ❑ UK Maestro/Switch Salo (UK domicile and GBR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes— for example — HRS Household — Please provide Credit Plan #) ® Discover (conveyed only)(US only) SE# (15 bytes) ❑ American Express(conveyed) SE# (10 bytes) Asa rule: (US SE should begin with "1-8", International SE should begin with a "9", Canadian SE should begin with a "93", International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on your American Express cardholder statement)(AII other card types use descriptor in Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) Petroleum rl or Neither ® Electronic Check Processing Parameter (US and Canadian only) Company Name: C i t y o f S a I n I t I a A n a (16 bytes) Item Description: D o g L i c e n s (lo bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is "1" How do you obtain authorization from consumers? (Select only one) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) will be required for any temporary or permanent increases to this Rev11/18/10 4 NewDivisionSetup/cboo CHASE 0 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Paymentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant Services@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT (continued) PINless Debit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only PIN BASED DEBIT Requires a PIN Pad — please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ Bill Me Later® payment option (US only) ❑ European Direct Debit For EURO only: (Valid only for Euro currency divisions) Descriptor (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only; (Valid only for GBP currency divisions) Descriptor I I I I I 1 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is 1" ❑ PayPal (Valid for US currency only) Payer Email Address: (32 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : I P I A Y I P I A L (18 bytes) Business Name: Customer Service Phone# (Optional) (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(Include http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: the method by which you (the merchant) will authenticate your customer with PayPal — you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is involved, please complete the following). Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchant's location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18/10 5 NewDivisionSetup/cboo CHASE y��?)' natech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (i.e. fulfillment co. or ECommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? ❑ Yes ® No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? *If this is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UserlD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com *Primary contact must be the merchant contact for security needs. Auto -Settle Time: none Ll AM or El PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Profile Management required? ❑Yes or ®No Level of access: ❑ Merchant or ❑ Chain (select one, default is Merchant) VT Import Functionality? ❑ Yes ❑ No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is 3) # of Days between attempts: [13. Will you be using: ❑ Paypal/Verisign ❑ CyberSource ❑ 4. Will you be using the !Terminal? (retail divisions only) Primary Contact*: UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): *Primary contact must be the merchant contact for security needs. Auto -Settle Time: ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes ❑No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (If Yes, Magtek Readers are purchase only) ( iTerminal is only certified to utilize the above PinPads and are purchase only) Rev11/18/10 6 New Division/cboo CHASE OF 7N7' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com ❑ 5. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ (If NetConnect see requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection —Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Equipment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) ❑ Use existing equipment? ❑ Yes ❑ No If purchase or rent, date needed by: Terminal quantity? Terminal/Equipment Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ NetConnect Contact Name: Userld if existing: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Printer Type: (If NetConnect see requirement below) Email address: Phone: Printer quantity? Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection — Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # (if different then Store Phone #) Equipment/Kits/Imprinters Ship To Address (if different than store location) Please ensure a contact will be available to accept shipment: Street Address: City: Ship to contact's phone#: Store Opening Date: State/Prov: Dial Out Prefix (9,8,5): Attention to: will be Store Manager Zip/Postal Code: Ship to contact's email: Special Requirements: Country: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes❑ No❑ Do you require an Imprinter? ❑Yes []No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes[] No❑ Ravi 1/18/10 7 New Division/cboo CHASE i `.. Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Note: When settina un multiple bank accounts. nlease camnlete a senarate farm for each. SECTION 9: BANK ACCOUNT INFORMATION Check only one of the 7 options below Settlement Currency in which we will fund to you Deposit (Country where your Bank Acct Resides)' Complete all sections listed: Option #10 USD USA See section A Note section A, E Option #2 ❑ CAD CAN B1 to B3, E Option #3 ❑ USD CAN B1 to B3, D3, D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E list country funds are being deposited in) Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, ❑ZAR Euro Bank or SAME as presentment/settlement currency C1 and/or C2, C3, E Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, ❑ZAR, ❑USD list If DIFFERENT than Settlement Currency Int'I country funds are being deposited in C1 and/or C2, C3, D1 and/or D2, D4, E Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, ❑ZAR CAN B1 to 63, D1, D4, E Sectibn A; US BANK ACCOUNT INFORMATION select only one method of transfer ® ACH Transfer 3 2 1 2 2 7 1 6 2 7 (ABA #) ❑ Wire Transfer (See Note) (Fedwire#/Routing #) ❑ Swift Transfer (See Note) (Swift Code: (e to 11 bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and FedwireWRoutin #. Special Wire Instructions: 60 bytes) Bank Account #: 935309500 Company Name: (As appears on Bank Account) City of Santa Ana Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 Country: United States N Checking OR ❑ Savings 131 Institution Number: EFT Branch Transit Number: B2 Swift Code: (8 to 11 bytes) I I (required if settlement is USD) B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: ❑ Checking OR ❑ Savings Province: Postal Code: Country: Canada Ravi 1/18/10 8 New Division/cboo CHASE�� w® Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com ,fla, — 1 CrPhone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Section C: FINAL DESTINATION SANK Account Where Your Funds are Deposited C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain Only) C3 [BAN/Bank Account# Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 bytes) Section D INTERMEDIARY/CLEARING BANK ACCOUNT INFORMATION Note: For Int'l Deposits ggoing through J.P. Morgan Chase in London, Intermediary is not required Complete Section "C' only D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Section E Signature "On behalf of City of Santa Ana I, Francisco Gutierrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to transfer funds accordingly." A__ _ _ _ Finance Director ti t ,z,.t I z o $ s- AutForized Si nature* Title Date (*Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ----------------------------------------------------------------------------------------------------------------------- ATTACH VOIDED CHECK HERE --------------------------------------------------------------------------------------------------- Revl1/18/10 9 New Division/cboo CHASE 00' Pal auentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 10: REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ® Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@invoicecloud.com (username@domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@invoicecloud.com (username@domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? For additional Users, please submit additional forms. I, Robert Lapides EVP verify that the (Print Name) (Title)' contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or the Repor Center. Signature: *(must be signed by Exe utive or Financial Contact) Rev11/18/10 10 New Division/cboo CHASE 0 1 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Payrnentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant Services@ChasePaymentech.com Date: 8/5/15 Addendum for Application for Credit Card Processing Service Agreement/New Division Request Company ID#: Projected Live Date: 2/12/16 SECTION 1: COMPANY/CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID#: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848-3733 EXT 223 Fax #: 877-256-8330 Email Address: blapides@invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Santa Ana and is a ❑ wholly-owned ❑ partially owned E affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) I, Robert Lapides EVP (Print Name) (Title) verify that the account set-up information is accurate, that I have the authority to make such a request and thus, it should be used to set up an additional account for our company. SECTION 2. BUSINESS UNIT (ifdifferantfrom division name) Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Santa Ana (up to 30 bytes) Business Unit #: SECTION 3: FUN DINO fnewbanking see saction;9) If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?❑ Yes or ❑No If no, a new FTI will be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11/18/10 1 NevvDivisionSetup/cboo CHASE C.') . Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com payrnerlbpch Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 4: 1099K CONTACT INFORMATION (W-9 required if new US entity and/or taxpayer /D, W-8 required for Canadian entities) Transaction Division's Taxpayer ID #/No. 95-6000785 Same as Corporate Yes ❑ No 1099K Contact Name Francisco Gutierrez 1099K Contact email address : fgutierrez@santa-ana.org This is the contact that will receive the 1099K mailino to the address listed on the W-9 suoolied rnnly renuired if diffnrent than Cnrnnratet SECTION 4a: TRANSACTION DIVISION Division Name: City of Santa Ana - Utility (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US If using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product information by an asterisk (*), which must appear in the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e-commerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail-order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): * C t y o f S I a I n t I a A n I a (22 bytes) Customer Service Phone #: 7 1 4 - 6 4 7 - 5 4 0 0 (13 bytes) (Required for Mail Order or Recurring) City: (Required for Retail) (13 bytes) U RL: (optional, If phone# provided above) (13 bytes) Division Location Address: 20 Civic Center Plaza Country: USA (Must be a street address, PO Boxes not acceptable) City: Santa Ana State/Prov: FCTA Zip Code (US): 9 2 7 0 1 (For Retail -City above must match City Location) Postal Code (Intl): I IPostal Code (Can): (6 bytes) (State/Province and Postal/Zip codes must match the address given above) Product/Service Descrl ptlon(Enter product description, i. e. clothing, U t I I t y books, membership) Publication Descriptor (Please provide only if required by your submitter): F_7T___F1 Avg. Trans. $ Amt: 250 Avg. # Trans./Yr: 27600 Projected Refund % 10 BPS How do you market this product? (Check only those that apply to this division) ❑ Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other How will consumers provide credit card information to you when they order this product? (Select only one): ❑ Retail ❑ MaillPhone(Marketing Material Required) ® Internet(Pleaseprovide your URL): http:// www.invoicecloud.com/santa- ana If internet is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain from Merchant Services or your account executive. If Internet, please advise: Select one: E SSL ❑ SET ❑ No encryption method Will the consumer be able to place their order and provide their credit card info (or electronic check info) through this website? ® Yes ❑ No Is the web site secure, i.e., will the information that the consumer provides, such as their name and credit card number be encrypted so that it can't be read or intercepted by other people? ®Yes ❑No Maximum Sale $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) Maximum Refund $125k Transaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) (Approval will be required for any temporary or permanent increases to this ceiling limit). Please check the consumer's payment option for this division: (Select only one): ®Single payment ❑Installment payments ❑Deferred payments ❑Recurring (transactions managed by merchant/submitter) Revl1/18/10 2 N ewDivisi on S etu p/cboo CHASE 0' ' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com 4: Please check below if applicable: ® Bill Payment (A Bill Payment transaction is a transaction for an ongoing service/billing cycle that is known and agreed upon in advance by the merchant and cardholder. i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes ® No Do you provide custom orders at time of sale? Do you own the product at the time of sale? ® Yes ❑ No Do you drop ship the product? ❑ Yes ® No If yes, what %: Are you filling your own merchandise orders? E Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone #: ❑ Yes ® No SECTION 5: CHARGEBACK CONTACT: (required) IQA (Manager/supervisor- one who assigns work to MCAs) (Required for retail and Discover) MRQA (Manager/supervisor one who assigns work to MRAs) NOTE: This contact may receive any exception documents that may need to be mailed or fazed, if not participating in Chargeback Management this will be the default contact for Chargeback Mailing second contact will not be: required Location: ❑ Merchant ® Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ® Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703-825-3525 Ext: Fax #: 877-256-8330 Alternate Fax #: Email Address: jmorabito@invoicecloud.com Address: 1815 Beulah Rd City: Vienna State/Prov: VA Zip/Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both ® ? Account Masking for this contact? ® Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes ®No If yes, provide User ID: CHARGEBACK CONTACT: (required) MCA (Merchant Chargeback Analyst one who works the chargeback's) Required for retail and Discover) MRA ((Merchant Retrieval Analyst one who works the retrievals ® Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter/Fulfillment, Name: ❑ Mr. [-]Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Alternate Fax #: Email Address: Address: City: State/Prov: Zip/Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? ❑Yes ❑No If yes, provide User ID: Rev11/18/10 3 NewDivisionSetup/cboo CHASE CP Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Flayrnentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION E: PRODUCTS & SERVICES Please indicate if you will be using any of the following additional services. Please note that some of these services May require an additional contract addendum and/or information if you currently do not have the service. (Forinformation on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default is 3 if left blank) # of days between attempts: (Default is 3 if left blank) Output Options: ❑ Total recommended ❑ Standard 2. ❑ MC/IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only. Canada & UK Only): ❑Submitting or ❑Extracting (if extracting Indicate # of Days: (1-180 days) (if Orbital Gateway For UK -Account Updater Visa EU Merchant ID required _ SECTION 7': METHODS OF PAYMENT ® Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro/Switch Solo (UK domicile and GBR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes — for example — HRS Household — Please provide Credit Plan #) ® Discover (conveyed only) (US only) SE# (15 bytes) ❑ American Express (conveyed) SE# (10 bytes) As a rule: (US SE should begin with "1-8', International SE should begin with a "9", Canadian SE should begin with a "93", International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on yourAmerican Express cardholderstatement)(All othercard types use descriptorin Section 4) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express?: (please select one) Aggregator ❑ Petroleum ❑ or Neither ❑ ® Electronic Check Processing Parameter (US and Canadian only) Company Name: C i It y I o I f I S a I n I t I a A n a (16 bytes) Item Description: U t i I I I t I y (10 bytes) Preferred Delivery Method: (select only one) ® Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH/EFT (US & Canada) Redeposit Parameter? ❑ Yes ® No Indicate # of Days: 0 The default is "1" How do you obtain authorization from consumers? (Select only one) ❑ Written consent ❑ Telephone ® Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) (Approval will be required for any temporary or permanent increases to this ceiling limit). Rev11/18/10 4 NewDivisionSetup/cboo CHASE C P Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Payate,n 5:fach Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 7: METHODS OF PAYMENT (continued) ❑ PINless Debit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only PIN BASED DEBIT Requires a PIN Pad — please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or NO ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (U.S. only) ❑ Bill Me Later® payment option (US only) ❑ European Direct Debit For EURO only: (Valid only for Euro currency divisions) Descriptor (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: (Valid only for GBP currency divisions) Descriptor I I I I I 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country., UK ❑ Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is "1" ❑ PayPal (Valid for US currency only) Payer Email Address: (32 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor : P A Y P A L" (18 bytes) Business Name: Customer Service Phone# (optional) (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(include http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: % Authentication Method: the method by which you (the merchant) will authenticate your customer with PayPal - you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchant's location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11/18/10 5 NewDivisionSetup/cboo CHASE CP Paymentech ch Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (i.e. fulfillment co. or ECommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes ® No Will you use NetConnect Batch for Connectivity? ❑ Yes ® No Will you use NetConnect for connectivity for online authorization only? [--]Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? *If this is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact*: Tony Cordova UserlD (if existing) Address: 642 E Washington St. City: Brownsville State: TX Zip/Postal Code: 78520 Country: USA Phone: 956-542-6825 Email (required): tcordova@invoicecloud.com *Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than Bpm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Profile Management required? []Yes or ®No Level of access: ❑ Merchant or ❑ Chain (selectone, default is Merchant) VT Import Functionality? ❑ Yes []No Auth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is 3) # of Days between attempts: [:13. Will you be using: ❑ Paypal/Verisign ❑ CyberSource ❑ 4. Will you be using the iTerminal? (retail divisions only) Primary Contact*: UserlD (if existing) Address: City: State: Zip/Postal Code: Country: Phone: Email (required): *Primary contact must be the merchant contact for security needs. Auto -Settle Time: El AM or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Magtek Reader Needed? ❑Yes [:]No If Debit, PinPad Needed? ❑Yes ❑No If Yes, NBS7100❑ or Verifone SC5000❑ (If Yes, Magtek Readers are purchase only) ( iTerminal is only certified to utilize the above PinPads and are purchase only) Rev11/18/10 6 New Division/cboo CHASE I � "Psaymentech Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com . Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com �„ Mr ❑ 5. Will you be using a Point-of-sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS/Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ (If NetConnect see requirements below) If NetConnect: Where is your software hosted/configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity?(for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection - Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Equipment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) ❑ Use existing equipment? ❑ Yes ❑ No If purchase or rent, date needed by: Terminal quantity? Printer quantity? Terminal/Equipment Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ NetConnect Contact Name: Userld if existing: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Printer Type: (If NetConnect see requirement below) Email address: Phone: Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection - Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Customer Service Phone # (if different then Store Phone #) Dial Out Prefix (9,e,e): Equipment/Kits/Imprinters Ship To Address (if differentthan store Attention to: location) Please ensure a contact will be available to accept shipment: Default will be Store Manager Street Address: City: State/Prov: Ship to contact's phone#: Store Opening Date: Zip/Postal Code Ship to contact's email: Special Requirements: Country: Do you require a "re -program" kit? (overlay, quick reference guide, etc.) Yes❑ No[] Do you require an Imprinter? ❑Yes []No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes❑ No[-] Rev11 /18/10 7 New Division/cboo CHASE ! ll I ayrnen c'ch r Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www,chasepaymentech.com . Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Note: When setting up multiple bank accounts, please complete a separate form for each. SECTION 9: BANK ACCOUNT INFORMATION select only one method of transfer) Check only one Settlement Currency in which we Deposit Complete all sections of the 7 options will fund to you (Country where your Bank Acct listed: below 7 Resides) ❑ Wire Transfer (See Note) Option #1 ® USD USA A, E See section A Note section) Option #2 ❑ CAD CAN B1 to 133, E Option #3 ❑ USD CAN B1 to B3, D3, D4, E Option #4 ❑ USD Intl C1 to C3, D1, D3, D4, E list count funds are being deposited in Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#/Routin #. Special Wire Instructions: 60 bytes) Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and/or C2, C3, E B1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlement currency ❑NZD, ❑ZAR I I (required if settlement is USD) B2 Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and/or C2, C3, D1 I HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and/or D2, D4, E ❑NZD, ❑ZAR, ❑USD Int'I B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: Province: Postal Code: Country: Canada ❑ Checking OR ❑ Savings (list country funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN 61 to B3, D1, D4, E HKD, ❑DKK, ❑CHF, []NOK, ❑SEK, ❑NZD, ❑ZAR Section A: US BANK ACCOUNT INFORMATION select only one method of transfer) ® ACH Transfer 3 2 2 1 2 7 1 1 6 1 2 7 (ABA #) ❑ Wire Transfer (See Note) (Fedwire#/Routing #) ❑ Swift Transfer (See Note) (Swift Code: (a to 11 bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wire transfer requires both ACH ABA# and Fedwire#/Routin #. Special Wire Instructions: 60 bytes) Bank Account #: 935309500 Company Name: (As appears on Bank Account) City of Santa Ana Financial Institution Name: J.P Morgan City: Irvine State: CA Zip/Postal Code: 92614 Country: United States ® Checking OR ❑ Savings Section Bc CANADIAN BANK ACCOUNT INFORMATION: Transfer Method EFT Only B1 Institution Number: EFT Branch Transit Number: I I (required if settlement is USD) B2 Swift Code: (8 to 11 bytes) I I I I I I I B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: Province: Postal Code: Country: Canada ❑ Checking OR ❑ Savings Rev11/18/10 8 New Division/cboo CHASE 0` !�Merchant Services • 4 Northeastern Boulevard, Salem, NN 03079-1952 • www.chasepaymentech.com 11,&31 1,. 3 p,n a Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Section C: FINAL DESTINATION BANK Account Where Your Funds are De osited C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain Only) C3 IBAN/Bank Account # Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 bytes) Section D INTERMEDIARYICLEARING BANK ACCOUNT INFORMATION Note: For InO oe osits going through JP, Morgan Chase in London, Intermediary is not required:. Complete. Section "C" only D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State/Province: Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Section E;; Signature "On behalf of City of Santa Ana I, Francisco Gutierrez represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to transfer funds accordingly." �- A -A Finance Director E 12 hoAuthorized ^� Signature Title Date (*Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ----------------------------------------------------------------------------------------------------------------- ATTACH VOIDED CHECK HERE ------------------------------------------------------------------------------------------------------------ Rev11118/10 9 New Division/cboo rCHASE! �N Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com SECTION 10: REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: E Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) blapides@invoicecloud.com (username@domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes E No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History E Both Account Masking E Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. E Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781-848-3733 Fax #: 877-256-8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler@invoicecloud.com (username @domain. com) Does this contact have a Paymentech Online User ID? [:]Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History E Both Account Masking E Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? For additional Users, please submit additionalforms": I, Robert Lapides EVP verify that the (Print Name) (Title)* contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and/or the Report Venter. *(must be signed by ExecuMve or Financial Contact) Rev11/18/10 10 New Division/cboo CHASE #M Government Owned Addendum .aye (Municipal Utilities, Municipalities, Gov't Agencies) This Addendum supplements the Merchant Application And Agreement executed and submitted by City of Santa Ana ("Merchant"). As such, this Addendum shall (i) be deemed incorporated into and a part of Merchant's Application to establish a Merchant account with Paymentech, LLC and JPMorgan Chase Bark, N.A. and (ii) in accordance with such Merchant Application and Agreement, constitute a part of the entire Agreement governing all Merchant accounts. UNCTioN Merchant is a Government Entity. Function of Merchant. Business Licenses, Dog Licenses, Municipal Utility Services Aothartzed Reprosointafive I, the undersigned, certify: • that I am an officer or other authorized representative of the Merchant ("Authorized Representative") and • that I am duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • that I am duly authorized to submit this Addendum and all information contained herein on behalf of the Merchant. Authorized Representative: By submitting this Addendum, Merchant, through the undersigned Authorized Representative • represents and warrants that the person submitting this Addendum is duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • represents and warrants that all information contained within this Addendum is true, complete and not misleading. �- Francisco Gutierrez X -�-- - - �- Signature Print Name •\ 123 yrs Date Page 1 of 1 Rev. GOV0712015 Form W-9 Request for Taxpayer Give Form to the (Rev. August 2013) Identification Number and Certification entities, it is your employer identification number (EIN). If you do not have a number, see How to get a requester. Do not Department of the Treasury TIN on page 3. send to the IRS. Internal Revenue Service number to enter. F --T--1 Name (as shown on your income tax return) City of Santa Ana of Business name/disregarded entity name, if different from above d m m ° Check appropriate box for federal tax classification: Exemptions (see Instructions): 0 ❑Individual/sole proprietor ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ TrusUastate m �- o Exempt payee code (If any) c❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) 111i Exemptionfrom FATCA reporting c c code (if any) 1 ❑✓ Other (see instructions)► Government !E Address (number, street, and apt. or suite no.) Requester's name and address (optional) 0 o. 20 Civic Center Plaza City, state, and ZIP code m m Santa Ana, CA 92701 List account number(s) here (optional) KM Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line Social security number to avoid backup withholding. For individuals, this is your social security number However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions onn page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. F --T--1 v©000000n© Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on pace 3. 1 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release It) will be posted on that page. Purpose of Form A person who Is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, Income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving Is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding If you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business Is not subject to the withholding tax on foreign partners'rshare of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) Indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person If you are: • An individual who Is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business In the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, In certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner Is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that Is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 8-2013) Form W-9 In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing Its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity, • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien Individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of Income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified In the saving clause may permit an exemption from tax to continue for certain types of Income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S: China income tax treaty allows an exemption from tax for scholarship Income received by a Chinese student temporarily present In the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship Income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This Is called "backup withholding." Payments that maybe subject to backup withholding include Interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made In settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable Interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your Interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules forpartnerships on page 1. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated Information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, If the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fall to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure Is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties Including fines and/or Imprisonment. Misuse of TINs. If the requester discloses or uses TINS in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form. Sole proprietor. Enter your Individual name as shown on your Income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line. Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line. Disregarded entity. For U.S. federal tax purposes, an entity that Is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulation section 301.7701-2p)(2)(iii). Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on the "Name" line. If the direct owner of the entity Is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity Is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate). Limited Liability Company (LLC). If the person Identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the U.S. federal tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from Its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) Is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line. Other entities. Enter your business name as shown on required U.S. federal tax documents on the "Name' line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/disregarded entity name" line. Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter In the Exemptions box, any coddle) that may apply to you. See Exemptpayee code and Exemption from FATCA reporting code on page 3. Form W-9 (Rev. 8-2013) Exempt payee code. Generally, individuals (Including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following codes identify payees that are exempt from backup withholding: 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(6)(7) if the account satisfies the requirements of sectlon 401(0(2) 2—The United States or any of Its agencies or instrumentalities 3—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or Instrumentalities 4—A foreign government or any of Its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register In the United States, the District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate Investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(x) 11—A financial Institution 12—A middleman known in the Investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described In section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for Broker transactlons Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over $5,000' 1 through 52 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions r See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation and reportable on Form 1099-M ISO are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution Is subject to these requirements. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or Instrumentalities C—A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg. section 1.1472-1(c)(1)(1) E—A corporation that Is a member of the same expanded affiliated group as a corporation described In Reg. section 1.1472-1(c)(1)(i) F—A dealer In securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(x)(1) M—A tax exempt trust under a section 403(b) plan or section 457(8) plan Part I. Taxpayer Identification Number (TIN) Enter your TIN In the approprlate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN Is your IRS individual taxpayer Identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an FIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single -member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.1m.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 - TAX -FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give It to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable Instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you Intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even If items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person Identified on the "Name" line must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out Item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. "Other payments" include payments made In the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (Including payments to corporations). 5. Mortgage Interest paid by you, acquisition or abandonment of secured. property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. Form W-9 (Rev. 8-2013) Page 4 What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint The actual owner of the account or, account) if combined funds, the first individual on the account' 3. Custodian account of a minor The minor' (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor -trustee' trust (grantor is also trustee) L. So-called trust account that is The actual owner' not a legal or valid trust under state law 5. Sole proprietorship or disregarded The owner' entity owned by an Individual 6. Grantor trust filing under Optional The grantor' Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)) For this type of account: Give name and EIN of. 7. Disregarded entity not owned by an The owner individual 8. A valid trust, estate, or pension trust Legal entity ` 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, rellgious, The organization charitable, educational, or other tax-exempt organization 11. Partnership or multi -member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture In the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation sectlon 1.671-4(b)(2)(i)(B)) List first and cimie the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. I Cloth the minor's name and furnish the minor's SSN. 'You must show your individual name and you may also enter your business or "DDA" name on the "Business name/disregarded entity" name line. You may use either your SSN or El ff you have one), but the IRS encourages you to use your SSN. 4 LIM first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special miss for partnerships on page 1. "Note. Grantor also must provide a Form W-9 to trustee of trust. Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other Identifying Information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer Is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by Identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more Information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of Identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious smalls or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emalls and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise In an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emalls. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited small claiming to be from the IRS, forward this message to phishing®irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emalls to the Federal Trade Commission at: spam®uce.gov or contact them at www.ftc.gov/idtheff or 1 -877- IDTHEFT (1 -877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk. ' Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report Interest, dividends, or certain other Income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this farm uses the information on the form to file Information returns with the IRS, reporting the above information. Routine uses of this information include giving It to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.