Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Agenda Report - June 21, 2017 C-10
TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM C - 1 0 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with Invoice Cloud, of Braintree, Mass., for Online, Mobile and Interactive Voice Response Utility Services ($635,000) and CityBase, of Chicago, IL, for Payment Kiosk Services ($297,000) MEETING DATE: June 21, 2017 PREPARED BY: Interim Finance Manager RECOMMENDED ACTION: Staff recommends the City Council adopt one resolution authorizing the City Manager to execute two separate professional services agreement with two separate service providers as follows: 1.) Invoice Cloud, of Braintree, Mass., for Online, Mobile and Interactive Voice Response (IVR) Utility Services in the amount of $635,000; and 2.) CityBase, of Chicago, III., for Payment Kiosk Services in the amount of $297,000. BACKGROUND INFORMATION: The City currently accepts utility payments online, at the Finance counter, via US. mail, through a drop-off box normally located in the parking lot of the Finance office and through three retail locations. These payment methods lack basic functionality, are insufficient, technologically obsolete, and do not provide the 24-hour customer service expectations Lodi residents expect and receive from other service providers. Staff is committed to enhancing the overall customer service experience and finds the online, mobile and IVR services provided by Invoice Cloud and the in-person payment Kiosk services provided by CityBase will go a long way to improving the customer experience for Lodi's ratepayers. Customers frequently voice frustration with the lack of functionality and the unfriendly interface of the current online payment portal. The current portal does not provide an option for automatic credit card payments, nor does it have automatic verification features that prevent customers from paying from incorrect or nonexistent bank accounts or credit cards. This has led to substantial confusion on the part of both customers and staff. Invoice Cloud specializes in providing customer -focused web portals with mobile compatibility, including online payment options and e -billing services. Additionally, Invoice Cloud provides IVR services that allow customers to call in to check balances, payment due dates and even make payments. This will give residents an additional payment option as currently the City does not accept payments over the phone. The Invoice Cloud platform will provide service features and usability customers now expect from all service providers. Invoice Cloud's state-of-the-art end user experience, reporting, administrative and reconciliation tools will allow for more efficient use of staff time to enhance the experience of all customers. In addition, Invoice Cloud's software is tightly integrated with the City's primary billing software, meaning residents interacting with Invoice Cloud will have near real-time account information at their fingertips. APPROVED: en 5 uer, City Manager Invoice Cloud and CityBase have partnered to provide a fully integrated bill payment kiosk that will accept cash, check, and debit/credit cards. The kiosk is similar to an ATM machine in look and functionality, except it receives payments (via cash, check or card) instead of dispensing money. The user experience is very similar to the ATM experience. The kiosk is already fully integrated with Invoice Cloud, and provides a real-time data feed to the biller portal system. The kiosk will provide an additional payment option that is available 24 hours, alleviating the pressure on staff during peak volume surrounding due dates and utility shutoffs. The presence of the kiosk should help to shorten waiting times for cash paying and other customers who come in person to transact business with the City. The Invoice Cloud contract will enhance the following services the City currently provides at an unsatisfactory level: • Web Payments • Mobile Payments • Online Banking Checks • Paperless Billing The Invoice Cloud contract will provide for these additional services the City currently does not provide: • Pay by Text • IVR Payments • Automatic Payments — Both E -check and Credit Card The CityBase contract will provide the following additional in-person services: • Self-service payment processing with receipt • Self-service account information including balance check and payment date check Staff contacted multiple online payment vendors with Invoice Cloud being the only vendor to have an established integration with the City's primary billing software (Tyler Technologies), and also provided IVR and kiosk options. Invoice Cloud is therefore the only provider that offers this fully integrated and modern customer interface. Staff recommends Invoice Cloud and CityBase because of their competitive fee structure, favorable references, customer focused technology, and their proven integration with Tyler Munis. FISCAL IMPACT: There will be a decrease in overall bank service costs associated with these upgrades. Table 1 shows the estimated cost savings from the Invoice Cloud contract only. Table 2 shows the costs of the kiosk adoption only. The kiosk is a new service and therefore has no comparison basis. However, the kiosk is cheaper than serving a customer face-to-face or through Invoice Cloud. Every customer served through the kiosk will result in further savings from those shown in Table 1. Table 1. Invoice Cloud cost compared to current costs Invoice Cloud difference vs. current costs - monthly (1,943.96) Invoice Cloud difference vs. current costs - annual (23, 327.52) Table 2. CityBase kiosk costs **Ex ected kiosk adoption - 3,500 transaction monthE Monthly Transactions Rate Monthly Amount Annual Amount 2,500 $ 1.50 $ 3,750.00 $ 45,000.00 3,500 $ 1.50 $ 5,250.00 $ 63,000.00 4,500 $ 1.50 $ 6,750.00 $ 81,000.00 5,500 $ 1.50 $ 8,250.00 $ 99,000.00 FUNDING AVAILABLE: Budget is included for this contract in the Fiscal Year 2017/18 Finance and Utilities operating accounts. Account 10020203 50060001 53053001 56052001 Attachments Business Unit General Fund Finance Electric Operating Wastewater Operating Water Operating Allocation 14% 61% 10% 15% Andrew Keys Deputy City Manager IC Sales Rep: Vertical Carlyn Altheide Sales Information Sales Partner: Software Partner: Products Services: Products & Services EBPP 0 Cloud Store 0 Cloud Pay ® Pay by Text (81 IVR ® OBD ® Kiosk ® Visa/MasterCard/Discover ❑American Express ® ACH/EFT )'FI�`1°C.;iiJ I nvoiceC10 u dr Biller Orde Ownership Type:# Government Biller Contacts I Legal Name: f City of Lodi d i, i is .r� r� o 1 c��n: Derrick Cotten, Finance M anager Address 1: 310 W. Elm St Lodi Phone Number: 209-333-6800 Ext. . 2620 Address 2: Email Address: f dcotten@lodi.gov City: Lodi State: CA Zip: 195240 r( •(,i,n1.c (,diSupport: Same Phone# 209-333-6717 Fax #: 209-333-6717 Phone Number: Ext. Website URL: 1 www,lodi.gov Email Address: 1 Business Open Date: 1906 •IM)III(C:S i`II.I, [ Same Federal Tax ID#: 94-6000361 Phone MIimknr• Ext. Note: Federal Tax ID and Legal Name must match on all documents. Email Address' Note: Si. nC1 Signatory Contact: Andrew Keys Title: Deputy City M anager Phone Number: 209-333-6700 Ext. Email Address: ' akeys@lodi.gov Notes/Spe 1 City will migrate approx 1,800 existing Direct Debit Plan customers (ACH) to the IC platform. New Biller Implementation: $ -4 $ 0.40 Per Item 0.00 Paperless (includes Presentment: 3 email notifications] Biller Portal Access: $ 100 Monthly IC Payment - Credit Card: $ 0.65 Per Item Additional User(s): $ 0.00 Monthly Per User IC Payment - EFT/ACH: $ 0.75 Per Item Monthly Online Bank Direct: $ 0.25 Per Item Online Bank Direct Access: $ [ 0.00 Invoice Presentment: $ Monthly EFT/ACH Reject: $ 6.00 Per Item Encrypted Reader License Fee: $ Monthly/Per Device Charge Back: $ 15,00 Per Item - Per Month Excess Data Storage Needed: , # years Needed Bills Per •ast 2 Month: Total Cost: $ BILLER BANK (MUST INCLUDE VOIDED BUSINESS CHECK OR BANK LETTER Fidillialne=1111K Name of Checking Account (As It appears on check or Bank letter): Bank Name: Address: Phone: Depository Routing#: Account#: Your Invalcnyment collections will be eiectronlcol de osited into this account. Fees Routing#: Account#: Invoice and payment processing fees will be electronically deducted from this account_ I nvoiceC10 u dr Biller Orde InvoioeCloucf Biller Order Form _33 CERTIFICATION AND AGREEMENT A. By signing below, the Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute debit/credit entries to its checking/deposit account(s) indicated above at the depository financial institution(s) named above and to debit/credit the same such account(s). The Biller acknowledges that the origination of ACH transactions to its account(s) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (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 (11) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account number(s) or bank has occurred 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 Biller Agreement, BillerT+C and other Order Forms executed by the Biller, and (2) certifies to Invoice Cloud that he/she is authorized to sign this 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 reports (including a spouse if in a community property state); (4) 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; (5) agrees that Biller and each transaction submitted will be bound by the Order Form and the Biller Agreement in its entirety; (6) agrees that Biller will submit transactions only in accordance with the information in this Order Form and Biller Agreement and will immediately inform Invoice Cloud, by email (contracts@invoicecloud.com) if any information in this Order Form changes, and (7) 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 same. C. Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan with their mobile phone carrier. Payer can opt out of text messaging at any time with Invoice Cloud. Partial payment or overpayment is not supported. Service fees may apply based on the biller set up with Invoice Cloud. Biller may not use the service for activities that violate any law, statute, ordinance or regulation. D. 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. E. The 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 day - Accepted by biller: xl Corporate Officer IAndrew Keys Printed Name Deputy City Manager Title Accepted by Invoice Cloud: I Robert Lapides Printed Name President, Government, Utilities & Business Title nvoioeC1oud Invoice Parameters Biller Order Form .„9-s Date: 4/13/2017 Invoice Type: Utility lnvoicin Parameters sheet must be come eyed for ecch invoice • Biller Software: Tyler MUNIS Pricing Madel Non -Submitter (Chase) Payment Methods: A ®Visa 0 MasterCard ® Discover ❑Amex ®EFT/ACH Services & Products: i ►= EBPP ECIoud Store 0 Cloud Pay ® OBD ® IVR ®Kiosk 0 Single Sign On g.eA- a Billing Frequency: Monthly Number of Bills: 30,000 Number of Cycles: I 1 20 Number of Installments: 1 Average Invoice Amount: [ $302 Highest Invoice Amount: $ 1 125,000 Billing Months (please select the applicable months below): DJan ❑Feb :Mar ❑Apr CIMoy ❑Jun 0 Jul 0 Aua 0 Sept ❑Oct 0 Nov 0 Dec ® All Print.=. .=iI:-.-......... Bill Mailing Dates: ®1 S' - 10th ® 11th - 20th ® 215+ - 31" Who will pravlde lindges ofWC? :, N Biller 0 Template ❑ Bill Print Vendor (please complete below) Bill Print ', 1111111111WWW Card Readers: 'hoose Cant act: an item. QTY Hardware Choose item. an Provided by: Phone No: 0 Sales Rep 0 Operations Per Unit Price: $ Choose an item. Shipping Address: (if different than location Total Due: $ 11 iecteritIG o the below to Indicate if the address) Services service Fees fee will be paid bylitoPg.yer or if Bitter will absorb fee. Item Paid er Item Paid by Biller Non -Sub Mei) ❑ Credit Card: r ) % with $ Minimum 0 Credit Card: ❑Flat Fee Pricing per Item, fees, dues assessments + ❑Interchange, fees, dues assessments + Authorization $ 1 + 1 %BP ❑ EFT/ACH: $ 1 per item 0 EFT/ACH: $ 1 per item ❑ Flex Pay ACH: Item $ per item Utilitaillli Paid by payer ❑ Flex Pay ACH: Item $ per item Paid by Biller ❑ Credit Card: % with $ MinimumCard: (Without Visa Acceptance) Credit 0 Flat Fee Pricing per Item, ®Interchange, fees, dues Authorization $ fees, dues assessments + assessments+ + r %BP ! ❑ EFT/ACH: $ Per item ❑ EFT/ACH: $ II Per Item Utilz,' Rts# . as...iI • 1'y .=.' Ai 1 ' e ° 3 Y payer) 0 Credit Card Service Fee: $ Max Cap for Credit Cards: $ 0 EFT/ACH: Service Fee: $ 1 0 Paid by payer 0 Paid by Biller 'we Voice Ret • onse - IVR :. ❑ Paid by payer Service Fee + $ _ N Paid by Biller $ f 0.50 per item surcharge Notes/S o:e.. tat Ho din . , : • . rc _....- City of Lodi, CA 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 until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller's own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors. Biller will provide to Invoice Cloud all Biller Data generated for 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 htty:llwww.invoicecloud,c0m/privacv.html.. 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. 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 Date to third parties, except as required to perform the Services under this Agreement or otherwise required by applicable law. Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not 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 name, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them. Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that 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 Information of the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law. Biller Agreement Rev 40 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement Page 11 City of Lodi, CA Biller Agreement 5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Clouds fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are non -cancellable and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Invoice Cloud on fees, assessments, and the like from credit card processers, bank card issuers, payment associations, ACH and check processers. 6. Term and Termination. The initial term of this Agreement shall be for a period of one (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. 8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, 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 Biller's billing information is correct. 9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (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) obtain consent from Biller's customers and payers to receive notifications and invoices from Invoice Cloud. 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 and acknowledges that in the event that Biller has access to, receives from, creates, or receives protected health information, or Biller has access to, creates, receives, maintains or transmits on behalf of electronic protected health information (as those terms are defined under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 ("ARRA"),during the performance under this Agreement, it will comply with all such law, regulations and rules related thereto. 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 Biller Agreement The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement Page 12 Rev 4.0 City of Lodi, CA Biller Agreement 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 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. 11. Fees. Invoice Cloud will not charge fees related to the initial setup, initial implementation and personalization of its standard Service unless a fee is included in the Biller Order Form. Invoice Cloud will charge the Biller or payer fees as provided in the Biller Order Form. In addition, Invoice Cloud reserves the right to charge for changes to the setup, implementation or personalization performed after the completion of initial setup or implementation and any other requested work or changes including the following services, at its then standard rates: • new file/biller set up • template changes • custom reports and other custom development • new bill printer support • invoice file format changes resulting in revision of integration/data translation • re -implementation of a site/system and/or new billing system • payment file revisions • loading pdfs and importing/loading invoices • conversion of biller customer registrations/passwords (post initial implementation) • balance forward of invoices • other out of scope services Not to Exceed $635,000 12. 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. 13. 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. 14. 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., 30 Braintree Hill Office Park, Suite 303, 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). 15. 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. 16. 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. Biller Agreement Rev 4.0 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement P a g e 13 City of Lodi, CA Biller Agreement 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. 17. 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. 18. 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 Billers who are not with municipalities, localities or governmental authorities, this Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than an Biller Order, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14 and 18 shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that Biller is using. Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at www.invpiceclaud.com/termsandconditions (the "Biller T+C") and are agreed to by Invoice Cloud and the Biller. Approved a6 to toren Deputy City Attars." .4-, fury,/ Biller Agreement Rev 40 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement Pa g e 14 BILLERS TERMS AND CONDITIONS (www.invaicceloud.cont/Icrmsandcortdiliotts) 1. Definitions. As used in the Agreement and in any Biller Order Form now or hereafter: "Agreement" or "Biller Agreement" means these terms and conditions, any Biller Order Form, whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein; "Biller Data" means invoices and bills of the Biller; "Biller Order Form" means the order form referencing the services to be performed by Invoice Cloud and any add on services under any add on Biller Order Form. "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 rights, 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; "Integration Components" means software, which integrates the Service with third party software, and any updates or revisions thereto. "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 interfaces, 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, ACH, EFT and Check 21 transactions, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. "Order Form" 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 teens 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 Chargebacks 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 Form, developed, operated, and/or maintained by Invoice Cloud, accessible via www.invoicecloud.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" means the Biller's status under the Agreement and Order Form where Biller's Customers submit Transaction Data directly to the payment processor or credit card processor who then processes the Transaction Data with the associated convenience fee being paid to Invoice Cloud and Invoice Cloud being responsible to pay the applicable convenience to the payment processor. "Transaction" is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either a Payment Instrument 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 Data" means is the written or electronic record of a Transaction, including but not limited to an authorization code or settlement record and Biller Data. 2. Biller's Responsibilities. (a)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 Invoice Cloud Biller Terms and Conditions (v3.0) 1 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. 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; (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. 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. (b) 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 Data. Biller may not accept cash or any other payment or consideration from a Customer in retum 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 from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Iain:I/w w.invoiceclotul.cam/privary.htyfl. 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 only applicable to any Biller who is a Submitter, and for 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. (6) Neither Biller nor its employees has advanced any cash to the Customer in connection with the Transaction, nor have you accepted payment for effecting credits to a Customer. (7) Biller has made no representations or agreements for the issuance of refunds except as it states in your return/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 collectability 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 date(s) 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. Invoice Cloud Biller Terms and Conditions (v3.0) 2 (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 ]f Biller is subject of excessive Chargebaelcs, 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, (ii) notify 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 he sufficient to eover 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 costsassessed against Invoice Cloud (or the payment processor) relating to your violation of this Agreement, or other agreement related thereto. Biller agrees that it is fully liable if any Transaction, for which Invoice Cloud has provided Biller credit or paid Biller, is the subject of a Chargeback or ACH rejects or reversals or other refunds or credits. To the extent Invoice Cloud has paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and Biller does not reimburse us as provided for in this Agreement, OF has insufficient funds to draw from in the Billers Debit Account (to the extent applicable as provided in Section 4 below) them for the purpose of our obtaining reimbursement of such sums paid or anticipated to be paid, Biller shall indemnify, defend and hold Invoice Claud hanniess therefrom. The Sillers Debit Account will contain sufficient fiinds to cover any estimated exposure based on reasonable criteria for Chargebacks. ACEI rejects or reversals, credits, rename, :red 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 Billers 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 refiind 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 Chargoback from a Transaction, an AMEX credit card Service or otherwise, where the possibility of Chargebacks are noted as part of the Service, Some common reasons for Chargebacks are Iisted, 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 front the Biller's Debit Account), In addition, Biller shrill 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 organisation.. To the extent permitted by applicable 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, cots, damages, Losses, liabilities and cxpeuses (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; (ii) a Chargeback, by any party, including willtout limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services orgnnixation; (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 Bilker'sor its authorized users' use of the Service. Invoice Cloud may receive a Chargeback from a Transaction where Bitter hes a submitter agreement, an AMEX credit card Service or otherwise, where tate possibility of Chargebacks are noted as part of the Service. Int 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). 4. Certain Contractual Terms. The following only applies to the extent not otherwise addressed in the Agreement: LIMITED WARRANTY: THE INTEGRATION COMPONENTS ARE PROVIDED "AS IS". ALL WARRANTIES, EXPRESSED OR IMPLIED ARE HEREBY DISCLAIMED WITH RESPECT TO THE INTEGRATION COMPONENTS INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR AGAINST LATENT DEFECTS. 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 ANDIOR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENT1AL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH TEI(S SERVICE, EVEN IF THE PARTY FROM .WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISCD 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. To the extent that the Biller's Agreement docs not have a Biller indemnification, limited warranty or limitation of liability clause respectively, or to the extent that there is no Biller Agreement, the clauses in this Section 4 shall apply, shall control and be binding on the Biller. Where Invoice Cloud Biller Terms and Conditions (v3.0) 3 there is no Biller Agreement, the terms of these Biller Terms and Conditions (and any order forms) shall be the sole and entire agreement between the parties. 5. Biller Deposit Account Automatic Debit (Applicable where Biller Debit Account has been designated on the Biller Order Form) Wherc Biller authorizes Invoice Cloud's receipt of all fees and periodic fees referenced in the Biller Order Farm - froin payments. made by Customers, or from credit card processors, bank card issuers, payment associations, AC11 and check processors, as applicable. Except where prohibited by applicable taw, Biller shell establish a Deposit Account(s) whereby Invoice Cloud will automatically withdraw from the Biller's account(s) used for this purpose ("Biller's Debit Account(s)") the fees and periodic fees referenced in the Order Form and any Chargebacks, ACH rejects or reversals, refunds and other fees due hereunder resulting therefrom. Biller shall be responsible for and pay all fees or eharges 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 Bitter's agreements with all such credit card proccssers, bank card issuers, ACH and cheek proecssers shall require remittance and payment to Invoice Cloud, of all fees and to no other account. Biller shall maintain sufficient finds in the Biller's Debit Account to pay all periodic fees. Chargehacks, ACEI rejects, reversals refunds and other fees due hereunder resulting therefrom. 6. Encrypted Card Readers. (Applicable where Card Readers has been designated on the Biller Order Form) Encrypted Card Readers (or Card Readers as described in the Biller Order Form), are provided to the Biller for their use under license he provided in the Biller Order Form. Invoice Clouds provides to Biller the products on license. Biller will be Fully responsible for all products including without Iitnitation all risk of loss and damage to products while in its possession or control, save normal wear and tear. Where invoice Cloud provides encrypted card readers, the following additional terms apply (with "products" or "device" in this Section 6 referring to the encrypted card readers): a. Invoice Cloud and the manufacturer warrants that the products provided pursuant to this Agreement will perform in accordance with the manufacturer's published specifications. Should this product fail to conform ro manufaeturcr's specifications.. Repair parts and replacement products will be Furnished on an exchange basis and will be either reconditioned or new as specified below. This limited warranty does not include service to repair damage to the product resulting from accident, disaster. unreasonable use, misuse, abuse, customer's negligence, Re -seller's negligence, or non -manufacturer ntodifieation of the product. Invoice Cloud reserves the right to examine the alleged defective goods to determine whether the warranty is applicable. Without limiting the generality of the foregoing, Invoice Cloud and manufacturer specifically disclaims any liability or warranty for goods resold in other than manufacturer's original packages, and for goods modified, altered, or treater./ by eustomets. Service may be obtained by delivering the pmducr during the warranty period as instructed by Invoice b. The following is the repair and replacement policy: Replacement Requests — Biller to notify Invoice Cloud that the device is not working, via email, phone call or help desk ticket. Invoice Cloud will update and er open a new ticket for the swap replacement request. Biller must provide the serial number of tine device that is not working. Replacement device will be shipped to the Biller the same day if request is submitted by 2 pm CST. Requests received after 2pm CST will be processed the following business day. Shipping Method: Replacement devices will be shipped via Fed Ex 1-3 day at no charge to the Biller. If the Biller needs the device ovemighted there is an additional cost of $35.00 per device. Biller have 14 business days to return to the device that is not working to Invoice Cloud, Inc. 11013 Vickery Lane, Cordova, TN 38016, delivery or postage pre -paid. Failure to retum the non -working device may result in additional fees and charges to the Biller. Invoice Clottd Shall use reasonable efforts to provide the encrypted card reader service in an uninterrupted, continuous fashion. Biller understands and agrees that services may be periodically offline or otherwise inoperable in order for Invoice Cloud to perforin maintenance, install or test software, or for other cormncrcialiy reasonable business purposes and that during such time services may not be provided. Biller further understands and agrees that from time to time services may be off line or otherwise inoperable as a result of the failure of equipment or services provided to manufacturer by third parties (for example, public or prisiato telecommunications services or interact nodes er facilities, overall Imentet congestion, unavailability of generic Internet services, such as DNS services), rind that during such time Services may not be provided. Furthermore, Biller understands and agrees that the provisions of services and other performances hereunder will be excused for any of the reasons set forth herein. In the event of unforeseen network, or equipment failure, manufacturer will use commercially reasonable efforts to restore the Services in a reasonability prompt fashion. Manufacturer may from time to time, in its.soie discretion, modify the maturer in which it provides services, and modify its software and systems, all of which may result in a change in the manner in which manufacturer provides the software and systems provided, however, that such modifications and/or changes do not degrade the level of, or have a material adverse impact upon the features and functionality of the Services. c. EXCEPT AS PROVIDED IN TFI1S SECTION 6, INVOICE CLOUD AND MANUFACTURER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND INVOICE GAUD MANUFACTURER DISCLAIMS ANY WARRANTY OF ANY OTHER KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, BILLER AGREES S THAT THE MANUFACTURER PRODUCT IS OFFERED AS IS. d. Responsibilities of Biller. Biller will be responsible for the following: (1) Providing Invoice Cloud with a static IP address or a specific range of static IP addresses, (ii) Confidentiality of End User's Data. Biller is solely responsible forcnsuring thcsecure transmission of any dais that Biller transmits to Invoice Cloud ["Biller Transmitted Information"), and Invoice Cloud and Manufacturer will have no liability therefore (provided that manufacturer will use BillerTtisnsmitted lnfomtation only for purposes of this Agreement). Biller is Invoice Cloud Biller Terms and Conditions (v3.0) 4 solely responsible for implementing security measure, procedures, and standards or any other best practice available to protect the confidentiality of Biller Transmitted Information, (iii) protecting the confidentiality of any information stored on Biller's servers, and (iv) Using the Services in the manner instructed by Invoice Cloud manufacturer and otherwise in the manner intended. e, Network Security. Biller shall be solely responsible for ensuring that Authorized Biller Employees are not security risks. Upon Invoice CIoud's request, Biller will provide Invoice Claud with any information reasonably necessary for Invoice Cloud to evaluate security issues relating to any Authorized Biller Employee. Each party will be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensure that (a) such party's use of the Network Connection is secure and is used only for authorized purposes, and (b) such party's business records and data are protected against improper access, use, loss, alteration or destruction. f. Biller shall provide Invoice Cloud with physical access to the devices upon request after reasonable advance notice. Biller shall not, nor allow any Thiel Party to, modify, repair, relocate, sell, tease, assign, encumber, or otherwise tamper with any of the devices without Invoice Cloud's express written consent. Any change of the location of the devices may warrant that Biller pay Invoice Cloud any additional installation and related charges associated with such relocation, charged by invoice Cloud's third party vendors. At the end of the tear, Biller shalt be responsible to return all devices, freight prepaid by invoice Cloud, to Invoice Cloud at the place from which devices was shipped (or as otherwise designated by Invoice Cloud) in as good condition a$ exists at the commencement of the tcon, reasonable wear and tear, and casualty, in respect thereto excepted. Biller shall use devices at all times in a workmanlike manner and in such manner as will not damage or injure the devices except by the ordinary wear and tear of such devices. In the event of damage to any devices, Biller shall notify Invoice Cloud who shall replace or repair the devices at Biller's expense. Devices and all parts and components thereof shall retain its character as personal property and all right, title and interest thereto shall not pass to Biller but title and ownership shall remain exetusively with lrtvoice Cloud. Biller shall be and shall have the duties of a bailee of the devices. Biller shall not remove, conceal or otherwise interfere with the title or ownership plate of Invoice Cloud affixed to devices until and unless devices is purchased and full payment therefor is made as herein provided. If Biller sells, assigsrs ar attempts to sell or assign devices orany interest therein, or if Biller defaults in any of the covenants, conditions or previsions of this Agreement, it is agreed that Invoice Cloud may immediately and with notice lake possession of devices where found and to remove and keep or dispose of the same and any unpaid fees shall at once become due and payable. If any step is taken by legal action or otherwise by Invoice Cloud to recover possession of devices or otherwise enforce this Agreement ar to collect moneys due hereunder Biller shall pay Invoice Cloud dee equivalent of the moneys expended or charges incurred by Invoice Cloud in such behalf, including reasonable attorney's fees, Apted as to form Deputy City Aitoey Invoice Cloud Biller Terms and Conditions (v3.0) 5 CHASE 0 Paymentech' 14221 Dallas Parkway, Dallas, Texas 75254 • 4 Northeastern Blvd, Salem, NH 03079-1952 Sales Phone (603) 896-8324 • Sales Fax (603) 896-8701 www.chasepaymentech.com ®COMPANY INFORMATION Federal regulations require that we collect and retain for our records information to verify merchant identity. COMPANY LEGAL NAME: City of Lodi TAXPAYER ID 94-6000361 REGISTERED TRADE NAME YEAR BUSINESS STARTED 1906 PHYSICAL STREET ADDRESS: (NO PO BOX OR PAID MAIL BOX) 310 W. Elm St CITY Lodi STATE CA ZIP CODE 95240 PRIMARY CONTACT Andrew Keys TELEPHONE # 209-333-6700 TYPE OF ENTITY • INDIVIDUAL / SOLE PROPRIETOR • PARTNERSHIP • CORPORATION // GOVERNMENT • LLC* * IF LLC, TAXED AS: • DISREGARDED ENTITY • CORPORATION • PARTNERSHIP TYPE OF OWNERSHIP: • PUBLIC • PRIVATE • NON PROFIT • SUBSIDIARY OF PUBLIC COMPANY // OTHER: Government STATE OF FORMATION CA DATE OF FORMATION (MM/DD/YYYY) 01/01/1906 TRADING SYMBOL FISCAL YEAR END (MM/DD/YYYY) HAS MERC T EVER FILED BANKRUPTCY? ■ YES NO IF YES, WHAT CHAPTER? FILING DATE: EMERGENCE DATE: OWNERS OWNERS MUST PROVIDE SOCIAL SECURITY NUMBER SACH OWNER SIGNING AUTHORIZES JPMORGAN CHASE HANK N.A AND PAYNIENTECH, LLC, -S FART OF THIS INVESTIGATION, TO OBTAIN AND REVIEW THIRD PARTY CREDIT BUREAU REPORTS ON SUCH OWNER. OWNERSHIP DETAILS MUST BC PROVIDED FOR EACH INDIVIDUAL OR LEGAL ENTITY OWNER WITH A 1.01 OR GREATER OWNERSHIP INTEREST. NAME SOCIAL SECURITY I OR TAX ID NUMBER BIRTHDATE OR DATE OF INCORPORATION STREET ADDRESSi TELEPHONE NUMBER CITY STATE ZIP CODE SIGNATURE PERCENT OWNERSHIP % NAME SOCIAL SECURITY OR TAX ID NUMBER BIRTHDATE OR DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE ZIP CODE SIGNATURE PERCENT OWNERSHIP DO YOU HAVE ANY ADDITIONAL OWNERS (NOT LISTED ABOVE) THAT HAVE 10% OR GREATER OWNERSHIP, EITHER DIRECTLY OR INDIRECTLY? • YES OWNER ADDENDUM REQUIRED (SALES REPRESENTATIVE WILL PROVIDE) /1 NO NOTE: IF AN ENTITY/PARENT COMPANY IS LISTED IN SECTION 2 ABOVE THAT HAS 10% OR GREATER OWNERSHIP OF THE APPLICANT, IDENTIFY ANY OWNERS (INDIVIDUALS AND/OR ENTITIES) OF THE ENTITY/PARENT COMPANY THAT ULTIMATELY HAVE 10% OR GREATER OWNERSHIP IN THE APPLICANT ON THE ADDITIONAL OWNER/OFFICER ADDENDUM (SALES REPRESENTATIVE WILL PROVIDE) Page 1 of 2 Rev 11/15 Paymentech Contract No. 063576 ■ 3 KEY DECISION MAKER COMPANY PRESIDENT: iL Andrew Keys, Deputy City Manager (RESIDENTIAL ADDRESS IS PREFERRED, BUT IF NOT AVAILABLE BUSINESS ADDRESS IS ACCEPTABLE) STREET ADDRESS 310 W. Elm St CITY Lodi STATE CA ZIP CODE 95240 COMPANY CFO: (RESIDENTIAL ADDRESS IS PREFERRED, BUT IF NOT AVAILABLE BUSINESS ADDRESS IS ACCEPTABLE) STREET ADDRESS CITY STATE ZIP CODE 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 AUTHORIZED ADMINISTRATOR FOR ACCOUNT BOARDING AND IMPLEMENTATION 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 15 DULY 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 TO MODIFY THE MERCHANT'S ACCOUNT WITH CHASE PAYMENTECH AFTER COMPLETION OF THE INITIAL SET UP OF MERCHANTS'S ACCOUNT. SUCH CHANGES MUST BE MADE, BY AN EXECUTIVE OR FINANCIAL CONTACT, AS APPLICABLE AND AS THOSE ROLES ARE DEFINED BY MERCHANT. NAME (please print) —1 Andrew Keys TITLE (please print) Deputy City Manager TELEPHONE NUMBER 209-333-6700 EMAIL ADDRESS: akeys@lodi.gov SIGNATURE DATE: CERTIFICATION I, the undersigned, being N.A ("Member") and Paymentech, authorization for a bank to (Photocopy of si an officer/principal of COL represent and warrant that the statements made on this document are correct and factual. JPMorgan Chase Bank, LLC ("Paymentech" or "Chase Paymentech") are authorized to conduct any necessary investigation, including without limitation, release standard banking information. naturr, below is valid for the release of information and will remain valid until the termination or expiration of the Merchant Agreement) NAME (please print) Andrew Keys TITLE (please print) Deputy City Manager SIGNATURE DATE (IF THE SIGNER HAS NOT ALREADY PROVIDED IT ABOVE, A RESIDENTIAL ADDRESS IS PREFERRED, IF AVAILABLE (NO PO BOX OR PAID MAILBOX). IF NOT AVAILABLE BUSINESS ADDRESS IS ACCEPTABLE. STREET ADDRESS 310 W. Elm St CITY Lodi STATE CA ZIP CODE 95240 *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. Rev j1/t5 Page 2 of 2 Paymentech Contract No. 063576 CHASE Q Nyrnentech SUBMIT T'ER MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES Paymentech, LLC ("Paymentech" or "we", "us" or "our" and the like), for itself and on behalf of JPMorgan 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 "Payment 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 Paymentech. The Application provides Paymentech with information relative to your processing practices and expectations. By executing this document, you are fulfilling 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 Invoice Cloud, Inc. service. We understand and acknowledge that you have contracted with Invoice Cloud, Inc. to obtain Card processing services on your behalf and that Invoice Cloud, Inc. may have agreed to be responsible for your obligations to us for such Transactions and as set forth in these guidelines. The following information is designed to inform and assist you as we begin our relationship. 1. Your Acceptance of 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 modify these instructions and guidelines in order to comply with requirements imposed by the Payment Brands. • In offering payment options to your customers, you may elect any one of the following options. These acceptance options above apply only to domestic transactions: (1) Accept all types of Visa and MasterCard cards, including consumer credit and debit/check cards, and commercial credit and debit/check cards; (2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business debit/check cards); or (3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you must accept all consumer debit/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 of the limited acceptance category you have selected (that is, accept only debit/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 the 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 under the "Funding Schedule" section. • You must not submit Transactions for payment until the goods are delivered, shipped, or the services are performed. If a Customer disputes being charged for merchandise or services before receiving them, the result may be a Chargeback to you. 3. Char#ebacks • You may receive a Chargeback for a number of reasons. The following are some of the most common reasons for Chargebacks, but in no way is this meant to be an exhaustive list of all Chargeback reasons: (1) You do not issue a refund to a Customer upon the return or non-delivery of goods or services; (2) An authorization/approval code was required and not obtained; INTERNAL PAYMENTECH USE Rev 01/14 Merchant Name: City of Lodi Page 1 of 3 Paymentech Contract No. 063576 (3) The Transaction was fraudulent; (4) The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclaim; or (5) The Customer refuses to make payment for a Card sale because in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner. 4. Data Security and Privacs> • 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 an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card Information other than for the sole purpose of completing the Transaction authorized by the Customer for which the information was provided to you, or as specifically allowed by Payment Brand Rules, or required by law. In the event of your failure, including bankruptcy, insolvency or other suspension of business operations, you shall not sell, transfer or disclose any materials that contain Transaction information or Card Information to third parties. 5. Funding Schedule • In order to receive funds from Paymentech, you must maintain one or more bank account(s) 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 "Settlement 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 other applicable charges. Such amounts will be paid into the Settlement Account promptly following our receipt of the funds. If the proceeds payable to the Settlement Account do not represent sufficient credits, or the Settlement Account does not have a sufficient balance to pay amounts due from you under these guidelines, we may pursue one or more of the following options: (i) demand and receive immediate payment for such amounts; (ii) debit a Bank Account for the amount of the negative balance; (iii) withhold settlement payments to the Settlement Account until all amounts are paid, (iv) delay presentation of refunds 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 contrary, all amounts payable by Paymentech to you will be deposited in the Settlement Account designated and authorized by you as set forth below: Name of Bank: ABA No.: Account No.: Account Name: Reference: INTERNAL PAymEn Irian List Rev 01/14 Merchant Name: City of Lodi Page 2 of 3 Paymentech Contract No. 063576 6. Definitions "Application" is a statement of your financial condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us, including credit and financial information. "Card" is an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. "Chargeback" is a reversal of a Transaction you previously presented to Paymentech pursuant to Payment Brand Rules. "Customer" is the person or entity to whom a Card is issued or who is otherwise authorized to use a Payment Instrument. "Member" is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Payment Brand. Your acceptance of Payment Brand products is extended by the Member. "Payment Brand" is any payment method provider whose payment method is accepted by Paymentech for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council. "Payment Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Payment Brands. "Card Information" is information related to a Customer or the Customer's Card, that is obtained by you or Invoice Cloud, Inc. from the Customer's Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number and expiration date, the Customer's name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored thereon. "Paymentech", "we", "our", and "us" is Paymentech, LLC, a Delaware limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254. "Security Standards" are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security & Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ("SDP"), Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application Data Security Standard ("PA DSS"), MasterCard's POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. "Transaction" is a transaction conducted between a Customer and you utilizing a Card in which consideration is exchanged between the Customer and you. Please acknowledge your receipt of these instructions and guidelines and your agreement to comply therewith. Agreed and Accepted by: Agreed and Accepted by: City of Lodi MERCHANT LEGAL NAME (Print or Type) JPMORGAN CHASE BANK, N.A. 310 W Elm St. Lodi. CA 95240 PAYMENTECH, LLC for itself and on behalf of Address (Print or Type) By (authorized signature) By, Name, Title (Print or Type) Date Approved as to tom Deputy City Att0rnI By: Print Name: David Miller Title: Vice President, Credit Operations Date: Address: 4 Northeastern Boulevard. Salem. NH 03079 INTERNAL PAYMENTECH USE Rev 01/14 Merchant Name: City of Lodi Page 3 of 3 Paymentech Contract No. 063576 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi CHASE er Paymentech Schechde A to Merchant Agreement Assumptions Transaction - Related Assumptions Annual Payment Transaction Volume 36, 00 Average Transaction Amount $302.00 1. Processing Fees - (Fees applied to every transaction) Transaction Fees & Authorization Fees Visa Settled Transactions See Volume Schedule MasterCard Settled Transactions See Volume Schedule American Express Conveyed Transactions No Charge Diners Settled Transactions See Volume Schedule Discover Settled Transactions See Volume Schedule JCB Settled Transactions No Charge Visa Authorizations See Volume Schedule MasterCard Authorizations See Volume Schedule American Express Authorizations See Volume Schedule Diners Authorizations See Volume Schedule Discover Authorizations See Volume Schedule JCB Authorizations See Volume Schedule 2. Per Incidence Fees - charged every tirne your account incurs one of the below items Per Incidence Fees — Authorization & Voice Authorization Related Visa Auth Reversal - Visa authorization reversal misuse prevention See Volume Schedule MasterCard Auth Reversal - Visa authorization reversal misuse prevention 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 card Voice AVS Request - Charged to speak to voice operator for each Voice Address Verification request Voice Authorization Reversal - Charged for each voice authorization reversal See Volume Schedule $.50 $.90 $.90 Voice AVS Authorization - Charged per each voice Address Verification Service authorization $.90 $1.75 Voice Operator Assist - Charged for each voice operator assistance $1.75 Per Incidence Fees - Chargeback Related Visa, MasterCard, Diners, Discover or JCB Settled Chargeback Processed or Represented $7.00 Visa, MasterCard, Diners, Discover or JCB Collection, Pre -Arbitration or Compliance $10.00 Per Incidence Fees — Funding Related ACH Transfer Fee - Charged for each ACH (transmission of funds) sent to your account Wire Transfer Fee - Per each funding via wire transfer $.50 $10.00 Internal Pavmentech Use 0171v: Paymentech Contract No.: 063576 Page 1 of 4 Rev 04/17 Date: April 14, 2017 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi Per Incidence Fees — Miscellaneous Transaction Related Rejected Transaction Paymentech Gateway Transaction Point of Sale Terminal Item Authorized Point of Sale Terminal Item Authorized Wireless $.03 $.01 Point of Sale Terminal Item Authorized TCP/IP $.02 $.02 Point of Sale Terminal Item Authorized Special/Misc. Point of Sale Terminal Item Authorized Frame Relay Point of Sale Terminal Item Authorized Lease Line Point of Sale Terminal Item Authorized Netconnect TCP/IP Point of Sale Terminal Item Deposited Point of Sale Terminal Reject Transaction $.02 $.02 $.02 $.02 $.02 $.02 $.02 3. One Time and Periodic Fees One Time Fees Not Applicable Monthly Fees Monthly Paymentech Gateway Fee (per division) No Charge 4. Other Fee3 Per Incidence Fees — Statement & Supply Related Monthly Fax/Mail Reporting Fee - Charged each month Paymentech faxes or mails statements (whether at the request of Merchant or because delivery to a valid email address has failed) Postage, Supplies, Equipment & Other Services — service fees will be charged at the time of order $50.00 Current Market 5. Payment Brand Fees — Assessed on each transaction. The Payment Brands assess fess on each transaction processed through their network(s) These fees, generically referred to herein as Payment Brand Fees, consist of interchange fees assessments data usage fees and access fees: Payment Brand Fees - Interchange Fees. Paymentech wil!! `pass through' to merchant ars amount interchange rate established by the Payment Brands. equal to the applicable Pass -Through Visa MasterCard Pass -Through Diners Pass -Through Discover Settled Pass -Through JCB Pass -Through Payment Brand Fees — Assessments. Paymentech will 'Pass through' to merchant an amoun, assessment rate established by the Payment Brands. For.your convenience. the current assessment rates equal re the applicable are set forth below. 0.13% Visa Assessments - Debit Transactions Visa Assessments — Credit Transactions 0.13% MasterCard Assessments (Credit transactions < $1,000.00 and all Debit transactions) 0.12% MasterCard Assessments (Credit transactions > $1,000.00) 0.14% Discover, Diners, & JCB Assessments 0.13% Payment Brand Fees - Data Usage Fees Credit Debit Visa Acquirer Processing Fee $0.0195 I $0.0155 Interna! Paymentech Use Only: Paymentech Contract No.: 063576 Page 2 of 4 Rev 04/17 Date: April 14, 2017 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi Payment Brand Fees - Data Usage Fees Credit MasterCard Network Access and Brand Usage (NABU) Fee (Charged per Authorization and per Refund) Discover, Diners, & JCB Card Data Usage Fee $0.0195 $0.0195 Payment Brand Fees — Access Fees. Paymentech fee/rate established by the Payment Brands. For vqll Pass through" to merchant an amount equal to the your conveniencethe current access. fees/rates are set forth heloo applicable access .004% MC Acquiring License Fee* Charged on MasterCard Gross Sales volume. See Additional information under Payment Brand Fees below. MC Digital Enablement/Card Not Present Fee Charged on MasterCard Card Not Present Gross Sales volume. .010% Discover, Diners, or JCB Network Authorization Fee Charged by Discover on all authorizations for card transactions that are settled through the Discover Network $.0025 MC Auth Access Fee — AVS Card Present Charged by MasterCard when a merchant uses the address verification service to validate a cardholder address $.01 MC Auth Access Fee — AVS Card not present $.01 MC Auth Access Fee Charged by MasterCard when an authorization is reversed or the authorization is provided by MasterCard if the card issuer is not available $.005 MC Card Validation Code 2 Fee Charged by MasterCard when a merchant submits the Card Validation Code 2 (CVC2) in an authorization request $,0025 MC SecureCode Transaction Fee Charged on MasterCard SecureCode transactions that are sent for verification $0.03 MC Account Status Fee - Intra -regional Charged by MasterCard or Visa when a merchant uses this service to do an inquiry that a card number is valid $.025 MC Account Status Fee - Inter -regional $,03 Visa Zero $ Acct Verification Fee $.025 MC Processing Integrity Fee Charged when a card is authorized but not deposited and the authorization is not reversed in a timely manner. *the minimum fee amount for a Final Authorization is $.04 Pre Authorization $.045 — Final Authorization* .250% Visa Misuse of Authorization Fee $.093 Visa Zero Floor Limit Fee Charged when a transaction is deposited but never authorized $ 20 Visa Transaction Integrity Fee Applies to Visa Debit and Prepaid transactions that do not meet qualification criteria for Custom Payment Service (CPS) categories. $.10 MC Ineligible Chargeback Blocking Fee Charged when a fraud related Chargeback is blocked by MasterCard. $3.00 MasterCard Cross Border Assessment Fee Charged by MasterCard, Visa, Discover, Diners and JCB on foreign bank issued cards .60% Visa International Service Assessment Fee .80% Discover, Diners, & JCB International Service Fee .80% MC International Support Fee Additional fee charged by Visa, MasterCard, Discover, Diners and JCB on foreign bank issued cards .85% Visa Interregional Acquiring Fee (IAF) (other MCC's) .45% Visa Interregional Acquiring Fee (IAF) (high risk MCC's) .90% Discover, Diners, & JCB International Processing Fee .50% Visa Partial Auth Non -Participation Fee Applies to Petroleum merchants using automated fuel pumps that do not support Partial Authorization. $.01 MC Global Wholesale Travel Transaction Program B2B Fee Applies to Travel merchants for transactions qualifying at the MasterCard Commercial Business -to -Business interchange 1.57% Internal Pavmentech Use Only: Rev 04/17 Page 3 of 4 Date: April 14, 2017 Paymentech Contract No.: 063576 Schedule A to Merchant Agreement For Transactions for: City of Lodi Merchant Name: Invoice Cloud, Inc. Payment Brand Fees -- Access Fees. Paymentech will "Pass through".to merchant an amount equal to the applicable access fee/rate established by the Payment Brands. For your convenience. the current access fees/rates are set forth below category. Visa Global B2B Virtual Payment Service Fee Applies to Travel merchants for transactions qualifying at the Visa Global B2B Virtual Payments interchange category. 1.55% 6. Periodic Fees Monthly Fees 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 MasterCard Merchant Location Fee — MasterCard Merchant Location Fee of $1.25 will be applicable for each month with $200.00 or more in MasterCard volume. This fee will be assessed annually in May based on the previous 12 months activity $1.25 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, LLC ("Chase") 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.chasepaymentech.comfinterchange and assessment understandinq.htrnl *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 "Term ination" section. Volume Schedule Tier Level Term Transaction Volume Volume Range Per Visa or MasterCard Auth Reversal Misuse Prevention Per Bankcard Discover and Diners Settled Transactions Per Bankcard. Discover. and Diners Settled Authorizations Per American Express and JCB Authorizations Tier 1 First 1,000,000 1 —1,000,000 $.03 .05% $.03 $.10 Tier 2 Next 9,000,000 1,000,001 —10,000,000 $.02 .03% $.02 $.05 Tier 3 Over 200,000 10, 000, 001 + $.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. Internal Pavmentech Use Only. Paymentech Contract No.: 063576 Rev 04/17 Page 4 of 4 Date: April 14, 2017 Pricing Schedule to Agreement Electronic Check (eCheck) CHASE O Paymentech Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi Pricing Schedule to Agreement Electronic Check (eCheck) Electronic Check (eCheck) Assumptions Transaction - Related Assumptions (All eCheck transactions from all divisions and subsidiaries will be processed by Paymentech l Annual eCheck Transactions 36,000 Avg eCheck Transaction Amount $302.00 1. Common Transaction Types Transaction & Authorization Fees eCheck Validation (Online Only) - This fee is assessed when using a 'Validate Only' action code and when the transaction passes Validation Validation includes format and data edit checks bank routing number checks and comparison to Paymentech proprietary internal negative file. Note Validation also occurs with every deposit transaction in batch at no charge. See Volume Schedule eCheck ACH Transaction - This fee is assessed for successfully deposited eCheck transactions See Volume Schedule indicating the bank account has been successfully debited or credited. - eCheck Prenote Transaction - This fee is assessed when a prenote transaction is run which is a See Volume Schedule zero dollar transaction that determines whether the account number information is valid. eCheck Redeposit Transaction - This fee is assessed when an ACH return occurs and the merchant has authorized Paymentech to resubmit the item to the ACH network. Only transactions returned for insufficient or uncollected funds can be resubmitted $.035 eCheck ECP Deposit Check (Facsimile Draft) Deposit - Paper (Facsimile) Drafts are created when a transaction is not eligible for ACH processing. The transaction is sent to the bank outside of the ACH network. $5.00 eCheck Redeposit Paper Draft - This fee is assessed when a paper return occurs and the merchant has authorized Paymentech to resubmit the item through the banking system (e.g. NSF Returns / Uncollected Funds). $.04 2. Per Incidence Fees - charged every time your account incurs one of the below items Per Incidence Fees - Returns ACH Fees/Dishonored Return Fees ACH Return/ACH Dishonored Return Processed/Represented - This fee is assessed every time an item which has been presented for deposit into the ACH network is returned by the RDFI (consumer bank) or when Paymentech dishonors a late return originally initiated from the RDFI. $.25 eCheck Notification of Change - This fee is assessed when Paymentech receives a change notice from RDFIs (consumer's bank) on bank format changes (Routing/Account Number). This information is conveyed back to our clients as a NOC when an old or previous Routing/Account Number is used. This is particularly important for clients who store consumer profiles. Deposit Matching - This fee is assessed whenever a transaction that is submitted with old routing/bank account information is updated by our NOC system with the corrected bank information. The system updates are based on Notification of Changes that have been stored in our NOC database. Facsimile Draft Return/Dishonored Paper Return Processed/Represented - This fee is assessed for those items which have been presented to the RDFI as Paper Drafts but have been returned or when Paymentech dishonors a late return. $.07 $.75 $.10 Per Incidence Fees - Miscellaneous Transaction Related eCheck Reject Fee - Submitted transactions are validated prior to deposit. If the transaction fails validation this fee is charged instead of the eCheck ACH Transaction fee. $.04 internal Pavmentech Use Onlv.' Paymentech Contract No: 063576 Page 1 of 2 Rev 01/17 Date: April 14, 2017 Pricing Schedule to Agreement Electronic Check (eCheck) For Transactions for: City of Lodi Merchant Name: Invoice Cloud, Inc. . Other Fees 'Per Incidence Fees eCheck ACH Unauth Entry Fee - This is a mandatory pass through fee used to compensate the issuing banks involved in processing all unauthorized returns through the ACH network; R05, R07, R10, R29, R51. This fee is assessed to each unauthorized return received daily as set forth by the ACH network and is a non-negotiable rate. eCheck Annual Volume Schedule $4.50 Tier Level eCheck Transaction Volume Volume Range Per Validation Per eCheck ACH i eCheck Prenote Transaction Transaction Tier 1 First 1,000,000 Tier 2 1 —1,000,000 Next 9,000,000 $.0200 1,000,001 —10, 000, 000 $.0150 $.040 $.035 Tier 3 Over 10,000,000 10,000,001 + $.0125 $.025 The above grid applies to ECP transactions beginning as of the date of the first submission of ECP 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 Submitter's volume reaches the next grid level. Internal Pavmentech Ude Only: Rev 01/17 Paymentech Contract No: 063576 Page 2 of 2 Date: April 14, 2017 CHASE Paymentech Addendum to Application for Merchant Account with Chase Paymentech New Division Request 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: 4/14/17 Company ID#: 63576 Projected Live Date: 7/14/17 Section 1: Company Information Company Legal Name: Invoice Cloud, Inc Contact Name: Robert Lapides Fax #: 877-256-8330 Phone #: 781-848-3733 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: Cid of Lodi and is a ❑ wholly-owned ❑ partially owned affiliate 0 registered DBA or 0 other of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) Robert Lapides President, GUB Division (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: Report Center and Transaction History Contacts 1. Please be sure to include the information below for all employees who need to access Transaction History and Report Center via Paymentech Online. 2. Standard reporting consists of financial and chargeback activity reports; some reports may have fixed default levels. 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: 0 Mr. ❑ Mrs. ❑ Ms. Name: Robert Lapides Phone #: 781-848-3733 Fax #: 877-256-8330 Title: President, GUB Division Address: 30 Braintree Hill Office Park, Suite 303 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: blapides@invoicecloud.com Does this User require access to: Account Masking: Should this User's access mirror another Users access? Does this User have an existing User ID? ❑ Transaction History 0 Report Center 0 Both ❑ First 6/Last 4 0 Last 4 0 Yes, provide User ID ❑ Yes, provide User ID 0 Mr. 0 Mrs. 0 Ms. Name: Martha Greer 781-848-3733 Fax #: 30 Braintree Hill Office Park, Suite 303 City: MA Zip/Postal Code: 02184 Phone #: Address: State/Prov: Title: SVP of Operations Email Address: mgreer@invoicecloud.com 877-256-8330 Braintree Country: USA Does this User require access to: Account Masking: Should this User's access mirror another Users access? Does this User have an existing User ID? 0 Transaction History 0 Report Center 0 Both 0 First 6/Last 4 E Last 4 ❑ Yes, provide User ID ❑ Yes, provide User ID For additional Users, ilease request an additional Report Center and Transaction History form Rev10/21 /2015 NewDivision/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 3: Chargeback Contact: (required) IQA (Manager/supervisor— one who assigns work to MCAs) MRQA (Manager/supervisor— one vho assigns work to MRAs) NOTE: This is the contact will receive any documents that need to be mailed and/or faxed: ❑ Mr Mrs ❑ Ms. Name: Barbara Chestna Title: Accountant Phone #: 781-353-2415 Fax #: 877-256-8330 Address: 30 Braintree Hill Office Park, Suite 303 City: Braintree State/Prov: MA Zip/Postal Code: 02184 Country: USA Email Address: bchestna@invoicecloud.com Does this User require access to: • Report Center ❑ None Account Maskin • : ■ First 6/Last 4 CI Last 4 Chargeback Contact: (required) MCA (Merchant Chargeback Analyst — one who works the chargebacks) MRA ((Merchant Retrieval Analyst — one who vvorks the retrievals:) NOTE: If no contact information is provided below MCA/MRA roles will be assigned to the IQA/MRQA contact noted above ❑ Mr. ❑ Mrs. ❑ Ms. Name: Title: Phone #: Fax #: Address: City: State/Prov: Zip/Postal Code: Country: Email Address: Does this User require access to: ❑ Report Center ❑ None Account Masking: • First 6/Last 4 • Last 4 Section 4: Business Unit (if different from division name) Parent Business Unit Parent Bus.Unit # Name (if applicable): (up to 30 bytes) (if applicable): Business Unit Name: City of Lodi (up to 30 bytes) Business Unit #: Section 5: Existing Funds Transfer Instruction .(FTI) (if new bank(ng see New Bank Account Information section) If funds should be deposited to an existing funds transfer instruction please complete the following: Will this division utilize an existing Funds Transfer Instruction # (FTI#)? If yes, provide existing FTI # (If FTI # is not provided a NEW Funds Transfer Instruction (FTI#) will be created) Section 6: Existing Bank Account Information (if new banking see New Bank Account Information senor)) If funds should be deposited to an existing bank account but require a NEW Funds Transfer Instruction please complete the following: Will funds be deposited into an existing Bank Account already set up with Chase Paymentech? If yes, provide existing Bank Account # (If existing Bank Account # is supplied the New Bank Account section does not need to be completed) Rev10/21/2015 2 NewDivision/cboo CHASE 0 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 7: New Bank Account Information (Complete this section only if New Bank Account is required) Check only one Settlement Currency in which we will Deposit Complete all sections of the 7 options fund to you (Country where your Bank Acct listed: below Resides) Option #1 D USD USA A Only Option #2 ■ CAD CAN B1 and B3 0. ion #3 ■ USD CAN B2 and B3 D3 D4 Option #4 ■ USD Int'I C1 to C3, 01, D3. 04 (list country funds are being deposited in) Option #5 ■ ■ Euro, ■GBP, IN JPY, •AUD, ❑HKD, Euro Bank or SAME as C1 and/or C2, C3 IN ■ DKK, •CHF, ■NOK, ISEK, ❑NZD, ZAR presentment/settlement currency ■ •Euro, •GBP, ■ JPY, ■AUD, ■HKD, If DIFFERENT than Settlement Cl and/or C2, C3, D1 Option # 6 IN DKK, ■CHF, ■NOK, ■SEK, ■NZD, Currency and/or D2, D4 ■ZAR, ■USD Int'I (list country funds are being deposited in) Option #7 ■ •Euro, •GBP, • JPY, ■AUD, •HKD, CAN B1 to 83, D1. D4 •DKK, ■CHF, II NOK, ■SEK, ■ZAR ■NZD, Note: If this request relates to an account not held at JPMorgan Chase Bank, National Association or Chase Bank USA, National Association, please attach an original voided applicable) or a bank letter of verification in order to allow check (starter check and bank statements not processing of this request. Section A: U.S. Bank Account Information •(Select Onry One Meth d of Transfer) • ACH 1 NSERT (ABA #) ❑ Wire Transfer (See note below) (Fedwire #) BIC/Swift Transfer (See note below) I (Swift Code: 8 to 11 characters) Note: BIC/Swift code is required if your division is located outside of the U.S. or Canada and is settling funds in USD and will be the method of transfer as a default. Wire transfer requires both ACH ABA Routing # and Fedwire #. Special Wire Instructions: (6O characters) Bank Account #: INSERT Company Name: City of Lodi (as appears on bank account) Financial Institution Name: INSERT City: INSERT State: INSERT Zip/Postal Code: INSERT Country: United States [] Checking Section B1 or ❑ Savings B: Canadian Bank Account Institution Number: Information (Transfer Method EFT Qnt EFT Branch Transit Number: .. B2 BIC/Swift Code: (8 to 11 characters) J (required if settlement is USD) B3 Bank Account # Company Name: (as appears on bank account) Financial Institution Name: City: Province: Postal Code: Country: Canada ❑ Checking or ❑ Savings Rev10/21 /2015 3 NewDivision/cboo CHASE 0' 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 C: International Final Destination Bank Account BIC/Swift Code: (8 to 11 characters) Information (Account where the Funds are Deposited) C1 C2 Sort Code: (Required in Great Britain Only) C3 IBAN/Bank Account # (IBAN required for all Banking located in Company Name: (As appears on Bank account) European Union Countries) Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 characters) Section D: Corresponding/Clearing Account Information (For International Deposits going through JPMorgan Chase in Landon, Intermediary is not required Complete Section "C' only) D1 BIC/Swift Code: (8 to 11 characters) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Fedwire #) D4 Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 characters) Section 8: Products and Services Please indicate if you will be using any of the following additional services. Please note that additional contract addendum, registration and/or information if you currently do not have the contact your Chase Paymentech Relationship Manager) some of these services service. (For information may require an on these services, _please 1. ❑ Account Updater (Visa, MasterCard and Discover for US and Canada Only. Visa and MasterCard for UK Only): Submitting or ❑Extracting (if extracting Indicate # of Days: (1-180 days) (if Orbital Gateway default is Submitting) Account Updater Visa EU Merchant ID required 2. ❑ MC/IM/SW SecureCode (aka UKDM) 3. ❑ MCID — MasterCard Assigned ID (6 digit numeric ID required) 4. ❑ Static AAV (Participation requires MC Secure MasterCard Assigned ID and a MasterCard assigned 28 alpha/numeric code required) 1 I 1 I 5. ❑ Authorization Recycling Output Options: ■ Total (recommended) • Standard # of recycle attempts: (Default is 3 if left blank) # of days between attempts: (Default is 3 if left blank) Section 9: Taxpayer ID (IN -9 required if neve US entity and/or taxpayer ID, W-8 required for Canadian entities) Transaction Division's Taxpayer ID: 94-6000361 Legal Entity Name: City of Lodi As shown on our Income Tax Return re. uired for Canadian divisions if .rocessin • Discover and/or Diners Section 9a: 1099K Contact Information (Required. fo, nevi' U. S. Taxpayer ID'S) 1099K Contact Name: -Andrew Keys Email address : akeys@lodi.gov Contact to receive the 1099K mailing at the address supplied on the W-9, required with W -9's only Section 10: Transaction Division Information (Required for cr-editapprovaI and transactionprocesang), Transaction Division Name: City of Lodi -Utility (This field is limited to 30 characters, including spaces) Currency (list only 1 each per division) Settlement: US Presentment: US *** If Cross Currency, please provide both the Presentment and the Settlement Currencies*** Division Location Street Address: 310 W. Elm St (Must be a street address, P.O. Boxes not acceptable) City: Lodi State/Province: CA (City, State and Postal Code will be utilized for Retail transactions as the primary information on the customer's statement) Zip/Postal Code: 95240 Country: USA Rev10/21 /2015 4 NewDivision/cboo CHASE 0 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 10a: Transaction Division Information (Required for credit approval and transaction processing) 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 that the full merchant legal name or the abbreviation of the merchant name be utilized. The abbreviation 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. Cardholder Descriptor (For all card types with the exception of American Express): ' C i t y o f L[ o d i Customer Service Phone # (Customer Service Phone # Required for Mail Order, Recurring, and Retail): 2 0 9 - 3 3 3 - 6 7 1 7 URL (URL is optional, if phone number is provided above) If j Internet service providers order transactions; URL Product/Service Description must and ecommerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail- only be 13 characters and must contain the top level domain or suffix (example ".com"). (Enter product/service information; example: clothing, books, membership, etc.) : U t, i 1 i t, y MCC Code (Provide MCC utilized for previous processing (this will be considered in conjunction with the product/service description) Optional Maximum Sales Transaction Amount $ 125,000.00 Avg. Transaction Price: $ $302.00 Avg. # Trans. Per Year: 72000 (Settled Only) Maximum Refund Transaction Amount $ 25000.00 Projected Refund %: 5BP % (Default $25,000 U.S. Dollars or equivalent international currency per transaction) How will your customer provide credit card information when they order your product or service? (Select only one) Retail Mail Order (Marketing Material Required) ■ Internet(transactions (Please complete Internet Transactions sectiorn How product (Select ❑ ❑ ■ ❑ ❑ ❑ do you market this or service? only those that apply) Catalog Direct Mail Internet Space Ad Television Outbound Telemarketing Other Please select the consumer's payment option for this • division: (Select only one) • Single payments ❑ Installment paymentsservice/billing ❑ Deferred payments ❑ Recurring payments managed by merchant/submitter) Please applicable: • A a transaction known advance and (i.e. Insurance, check if Bill Payment Bill Payment transaction is for an ongoing cycle that is and agreed upon in by the merchant cardholder. membership or etc.) Section 10b: Internet Transactions _ Please provide full website address: www.invoicecloud.com/Lodi 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. (Seloct those that apply) • SSL • SET El No encryption method Can order info this • a consumer place their and provide credit card (or electronic check) via website? Yes or ❑ No Is consumer number, intercepted • the website secure (i.e., will the information that the provides, such as their name and credit card be encrypted) so that it can't be read or by others? Yes or ❑ No Section 10c: Profile — billing & delivery of goods and services Do you stock product? ❑ Yes 0 No Do you own the product at the time of sale? 0 Yes ❑ No Do you provide custom orders at time of sale? ❑ Yes • No Do you fill your own merchandise orders? 0 Yes ❑ No If no, who is your fulfillment service bureau? Do you drop ship the product? ❑ Yes ■❑ No Fulfillment Contact: If yes, what %: Phone # : When will you charge your customer for an order? [1 Bill Advanced n Bill on Order 0 Bill after Shipment ❑ Bill Arrears ❑ Other: Rev10/21/2015 5 NewDivision/cboo f ❑. Electronic Check Processing Parameter (U.S. and CAD only) Company Name: Item Description: C t y 0 f L 0 d U t t y Preferred Delivery Method: (select only one) ❑ Best Possible (U.S. only) ❑ ACH/EFT (U. S. and Canada) How do you obtain authorization from consumers? (Select only one) ❑ Written consent (U.S. and Canada) ❑ Telephone (U.S. Only) 11 Internet (U.S. Only) Redeposit Parameter: Indicate # of days: 0 The default is "1" ECP Maximum Sale Transaction Amount: ECP Maximum Refund Transaction Amount: If no amounts provided default will match Credit Card Transaction Amounts CHASE 0 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 11: Methods of Payments Please indicate if you will be using any of the following additional card types/methods of payment. Please note that some of these services may require an additional contract amendment, pricing and/or information if you currently do not have the service. (For information on these services, please contact your Chase Paymentech Relationship Manager) 0 Visa E MasterCard (As a default Discover will be enabled except for those merchants that are retained by Discover, or do not have a company location address in the United States. Discover Diners and JCB will be enabled whenever Visa and MC are enabled.) ❑ Discover Conveyed (US only? Discover Service Establishment # (SE#) (15 bytes) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Visa Debit (CAD only) ❑ American Express(conveyed) American Express Service Establishment # (SE#) 1 (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 your Amencan Express cardholder statement)(All other card types use descriptor in Section 5) (20 bytes) TAA #1: TAA #3: (22 bytes) TAA #2: (22 bytes) TAA #4: (22 bytes) (22 bytes) Do you support American Express Partial Authorization? (Please select one of the following options if applicable) ❑ Auth and Balance Return ❑ Partial Auth ❑ Both How have you been classified as a merchant by American Express? (Please select one of the following options if applicable) ❑ Aggregator ❑ Petroleum ❑ Neither ❑ PINIess Debit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE 0 STAR 0 Pulse 0 Accel ❑ ❑ PIN Based Debit (Atop/tab/0 to retail merchants only) See PIN Based Debit attributes in section Terminals. Software and PIN Based Debit 0 Gift Card (U.S. Currency Only, please see your Relationship Manager for further documentation requirements) E*Salem Front -End or ❑**Tampa Front -End If Tampa Software or Equipment being utilized: *Salem Front -End are transactions that are processed via a direct connection to Chase Paymentech or direct to Orbital Gateway **Tampa Front -End are transactions that are processed via a Software or Terminal through our Paymentech Network Services platform (If neither are selected setup will be determined based upon current processing method) Rev10/21/2015 6 NewDivision/cboo CHASE 0 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 0 Bill Me Later payment option (US only) Primary Sales Venue: ❑ eBay ❑ Other Marketplace O Other O My Own Website http: Authentication Method The method by which you (the merchant) will authenticate your customer with PayPal — you must choose only one) ❑ PayPal Direct 0 Cardinal Commerce Centinel (if Cardinal Commerce, complete the next section): Cardinal Commerce Are you using CommercialWare Software to facilitate your Paypal Integration? Yes ❑ Time Zone (based on merchant's location): • SSL Security: (select one) ❑ HTTP or ❑ HTTPS Technical Contact Name: Phone Email Address: Rev10/21/2015 7 NewDivision/cboo ❑ JCB (For Yen only) 1 ❑ International Maestro (Transaction type restrictions may apply below for eCommerce and Recurring transactions) MC SecureCode (Required for IM eCommerce, and/or MCID and Static AAV) MCID aka MasterCard Assigned ID (Required with Static AAV) Static AAVIMARP (Required for IM Recurring MC Secure, MCID and a MasterCard assigned 28 alpha/numeric code required) ❑ European Direct Debit For EURO only: (Valid only for Euro currency divisions) Descriptor r [ 1 L.. _ 1 (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Creditor ID (Provide if existing). Redeposit Parameter: Creditor ID will be provided by Chase Paymentech if not existing Indicate # of days: The default is "1" ❑ European Direct Debit For GBP only: (Valid only for GBP currency divisions) Descriptor f iI 1 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country : UK only Redeposit Parameter: Indicate # of days: default is "1" ❑ PavPa l (U.S. only) Payer Email Address Note: (Must be a unique email address belonging to the merchants business and must be working at the time of account creation. No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: Descriptor: [ P A Y 1 P A L 1 ! f L 18 bytes Primary Contact Name: Phone: Email Address: Business Name: Avg Trans Price: $ Avg Trans/Yr: (75 character limit and must not contain the following characters &, <, and >.) Customer Service Phone# Annual Revenue % (Percentage of annual revenue from oniine sales) Primary Sales Venue: ❑ eBay ❑ Other Marketplace O Other O My Own Website http: Authentication Method The method by which you (the merchant) will authenticate your customer with PayPal — you must choose only one) ❑ PayPal Direct 0 Cardinal Commerce Centinel (if Cardinal Commerce, complete the next section): Cardinal Commerce Are you using CommercialWare Software to facilitate your Paypal Integration? Yes ❑ Time Zone (based on merchant's location): • SSL Security: (select one) ❑ HTTP or ❑ HTTPS Technical Contact Name: Phone Email Address: Rev10/21/2015 7 NewDivision/cboo CHASE 0 Paymentecl 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 12: Processing Methods 1. Who will be submitting transactions to Chase Paymentech? 0 Merchant ❑ Other Co. Name: Invoice Cloud If known, please provide the Presenter ID # (PID): (i.e. fulfillment co. or ecommerce provider) or Submitter # (SU) 2. Will this division utilize? ❑ PayPalNeriSign ❑ CyberSource — ❑ CyberSource Initiated or 0 Paymentech Initiated 3. NetConnect Batch and/or Online Authorization? Will you use NetConnect Batch for connectivity? Will you use NetConnect Online Authorization for connectivity? NetConnect Contact Name: NetConnect Email Address: 0 Yes ❑ Yes Phone #: User ID: 4. Will you be using the Orbital Payment Gateway? Primary Contact: Tony Cordova 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 a contact at this company for security purposes Primary Contact Level of access: ❑ *Merchant or ❑ **Chain (default is Merchant) *Merchant level — only permitted divisions are available. **Chain level - every new division created will automatically be available Auto -Settle Time: none AM/PM (If blank, default will be no auto -settle time) To meet 10 p.m. EST Host window, this should be set no later than 8 p.m. to allow Gateway to settle. Merchant Time Zone: Note: The auto -settle time is based in the merchants time zone. (U.S. time zones only) VT Import Functionality? ❑ Yes Profile Management required? 0 Yes Level of access required: (default is merchant level) Level of access: ❑ *Merchant or ❑ **Chain (default is Merchant) *Merchant level — only requested divisions are available. **Chain level - every new division created will automatically be available Auth Recycling? 0 Yes If Yes, # of recycle attempts: # of days between attempts: (Default is 1, maximum of 4) (Default is 3, maximum of 4) Hosted PayPage (HPP)? 0 Yes HPP Contact Name: Profile Management required Address: City: State: Zip/Postal Code: Country: Phone #: Email (required): 5. Will you be using the iTerminal? (U.5 Retail divisions only) Primary Contact: Address: City: State: Zip/Postal Code: Country: Phone #: Email: (required) Primary contact must be a contact at this company for security purposes Primary Contact Level of access: 0 *Merchant or ❑ **Chain (default is Merchant) *Merchant level -- only requested divisions are available. **Chain level - every new division created will automatically be available Auto -Settle Time: AM/PM (If blank, default will be no auto -settle time) To meet 10 p.m. EST Host window, this should be set no later than 8 p.m. to allow Gateway to settle. Merchant Time Zone: Note: The auto -settle time is bases in the merchants time zone. (U.S. time zones only) Magtek Reader needed? ❑ Yes (If Yes. Magtek Readers are purchase only, see Shipping Details if required) Rev10/21/2015 8 New Division/cboo CHASE 0 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 13: Terminal, Software and Pin Based Debit Software: 1. Point -of -Sale POS Software Name: Capture Type: (select only one) ❑ Host Capture ❑ Terminal Capture (Default is Host where applicable) Communication (select only one) ❑ Dial Dial ❑ VPN/Frame ❑ NetConnect Method: Out Prefix (9,8, etc): NetConnect Only: Where is software hosted/configured? (select only one) ❑ Corporate Location ❑ Division Location (If NetConnect, see next sections) NetConnect Only: Contact Name: Email Address: Phone #: 2. Equipment/Terminals Information: (Retail) Purchase/Rental Options: (select only one — see Shipping Details if required) Capture Type: (select only one) ❑ Host Capture ❑ Terminal Capture (Default is Host where applicable)of Communication (select ❑ ❑ (ESN ❑ for Method: only one) Dial Dial Out Prefix (9,8, etc): ❑ Purchase (U.S. Only) ❑ Rental (U.S. and Canada Only) ❑ Use existing equipment Wireless ESN/MAN # or MAN numbers needed for programming existing wireless equipment) NetConnect (Please see next section required NetConnect Contact Information) If purchase or rental, date needed Terminal quantity? Terminal/Equipment by: Type: NetConnect Only: Contact Name: Email Address: Phone #: If Chase Mobile Checkout required please request a Chase Mobile Checkout Transaction and Report Access Form 3. PIN Pad: (Retail) PIN Pad Type and quantity? (for PIN Debit Only) Injection — Will you be using the Chase Paymentech Who will be injecting the Encryption Key into ❑ Chase Paymentech Solutions ❑ Other Quantity: Encryption Key ❑ or you your PIN Pad? (select only one — Vendor Name: do own your own Encryption Key? El see Shipping Details if required) 4. PIN Debit: (Applicable to retail merchants only) PIN Debit requires a PIN Pad — please If checked above, this division (Pulse, NYCE, STAR, Interlink, Maestro, EBT required? ❑ Yes complete PIN Pad section if applicable will be setup for the following network ACCEL, Alaska Options, Jeanie, AFFN, FCS #: (required if vendors with the exception of EBT: and CU24) processing food stamp transactions) 5. Shipping Details: Equipment/Kits/PIN Pads/ Imprinters Ship To Address (if different from division location) Attention to: Please ensure a ship to contact will be available to accept shipment (Default will be store manager) Ship to Address: City: State/Prov: Zip/Postal Code: Country: Ship to contact's phone #: Ship to contact's email: 6. Kits and Imprinters: (Additional charges may apply) Do you require a "Re -Program" Kit? ❑ Yes Do you require a Welcome Kit? ❑ Yes (Overlay, Quick Reference Guide, etc.) (includes sales drafts, credit drafts, etc) Do you require an Imprinter Plate? ❑ Yes Do you require an Imprinter? ❑ Yes 1 Type of Imprinter required: ❑ With Dater ❑ Without Dater Rev10/21 /2015 9 New Division/cboo CHASE 0 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 14: Signature Andrew Keys Deputy City Manager (Print Name) (Title)* warrant: (a) I am duly authorized by Merchant to submit the information provided herein and execute this document on behalf of Merchant; (b) I am duly authorized to provide the banking information set forth herein for the purposes outlined, including the transfer of funds; (c) I am duly authorized to grant access to the information contained and outlined herein to all contacts listed throughout the document; and (d) all information provided herein on behalf of Merchant is true and accurate. represent and Signer's name must appear as Executive Contact or Financial Contact outlined herein. Signature At�d 86 to form Okgidy City Attorney Rev10/21/2015 Date 10 New Division/cboo Form W-9 (Rev. December2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type I See Specific Instructions on page 2. 1I 1 Name (as shown on your income tax return). Name is required on this Ilne; do not leave this line blank. City of Lodi 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions certain entities, instructions Exempt payee Exemption code (If any) (Applies to accounts (codes apply only to not Individuals; see on page 3): code (if any) • Individual/sole proprietor or • C Corporation • S Corporation i• Partnership i• Trust/estate single -member • Limited liability Note. For a single the tax classification LLC company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) -member LLC that is disregarded, do not check LLC; check the appropriate box in of the single -member owner. Government ► from FATCA reporting the line above for maintained outside the U.S.) El Other (see instructions)► 5 Address (number, street, and apt. or suite no.) 310 W. Elm St Requester's name and address (optional) 6 City, state, and ZIP code Lodi, CA 95240 7 List account number(s) here (optional) Part 1 Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on 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 instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Social security number or Employer identification number 9 4 6 0 0 0 3 6 1 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I 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. I 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 Certification instructions. You must cross out item 2 above if you have been because you have failed to report all interest and dividends on your tax return. interest paid, acquisition or abandonment of secured property, cancellation of generally, payments other than interest and dividends, you are not required to instructions on page 3. from FATCA reporting is correct. notified by the IRS that you are currently subject to backup withholding For real estate transactions, item 2 does not apply. For mortgage debt, contributions to an individual retirement arrangement (IRA), and sign the certification, but you must provide your correct TIN. See the Sign Here Signature of U.S. person ► Date ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www,irs.gov/fw9. Purpose of Form An Individual or entity (Form W-9 requester) who is required to file an Information return with the IRS must obtain your correct taxpayer identif Icat[on number (TIN) which may be your social security number (SSN), individual taxpayer identification number (MN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an Information retum the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: ' • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 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' share 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. See What is FATCA reporting? on page 2 for further information. Cat No. 10231X Form W-9 (Rev. 12-2014) Form W-9 (Rev. 12-2014) Page 2 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). Spaclal 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 Incomo 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. 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 atrade 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 er 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. Irsatead, 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 an 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. taw, 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 thls 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. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is carted "backup withholding." Payments that may be 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 for partnerships above. 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 fail 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 Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. a. Individual. Generally, enter the name shown on yourtax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1 a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single -member LLC. Enter your individual name as shown on your 1040/1040A11040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2. c. Partnership, LLC that is not a single -member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. 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 line 2. e. 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 Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should 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 line 1.11 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 line 2, "Business name/disregarded entity name." 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. Form W-9 (Rev. 12-2014) Page 3 Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name Is entered on line 1. Check only ane box In line 3. Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the "Limited Liability Company" box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the "Limited Liability Company" box and In the space provided enter "C" for C corporation or "S" for S corporation. if it is a single -member LLC that Is a disregarded entity, do not check the "Limited Liability Company" box; Instead check the first box In line 3 "individual/sole proprietor or single -member LLC." Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any codes) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporatfons are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. ■ Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable an Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An or$attization exempt from tax under section 501(a), any IRA, or a custodial account underaect1on 403(b)(7) if the account satisfies the requirements of section 401(0(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, 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 U.S. commonwealth or possession 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(a) 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 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5.000' Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(0, 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 requester may indicate that a code is not required by providing you with a Farre W-9 with Not Applicable" Or any s€mlfar Indication) written or printed on the line for a FATCA exemption code. 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 U.S. commonwealth or possession, 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 Regulations 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 Regulations 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 es defined in section 851 or an entity registered at all timesduring 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(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an 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 EIN, 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 Llahlfify Company (LLC) on this page), 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 5S-5. Application for a Social Security Card, from your local SSA office or get thls form online at www.ssa.gov, You may also get this form by calling 1400-772-1213. 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.irs.ggavlbusinesses and clicking on Employer identification Number (EIN) under Starting a Business. You can get Fomis 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 11N 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 al 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. Form W-9 (Rev. 12-2014) Page 4 Part 11. 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 line 1 must sign. Exempt payees, see &xerrtp! 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. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(1) (A)) The individual The actual owner of the account or, if combined funds, the first individual on the account' The minor' The grantor -trustee' The actual owner' The owner' The grantor* For this type of account: Give name and EIN of: 7. Dieregerded entity not owned by an individual 8. A valid trust, estate, or pension trust 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 10. Association, club, religious, charitable, educational, or other tax- exempt organization 11. Partnership or multi -member LLC 12. A broker or registered nominee 13. Account with the Department of 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 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i) The owner Legal entity° The corporation The organization The partnership The broker or nominee The public entity The trust ' List first and circle 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. 2 Circle the minor's name and furnish the minor's SSN. 3 You must show your Individual name and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. a List 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 rules for partnerships on page 2. *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, 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 emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails 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 emails. 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 email 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 (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft 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 form 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. CHASE Cim Paymentech Government Owned Addendum (Municipal Utilities, Municipalities, Gov't Agencies) Rev. GOV 08/2016 This Addendum supplements the Merchant Application And/or Agreement executed and submitted by City of Lodi (Merchant Legal Name - "Merchant"). As such, this Addendum shall (i) be deemed incorporated into and a part of Merchant's Application to establish a Merchant account with Paymentech, LLC and JPMorgan Chase Bank, N.A. and (ii) in accordance with such Merchant Application and Agreement, constitute a part of the entire Agreement governing all Merchant accounts. FUNCTION Merchant is a Government Entity. Function of Merchant. Utility Authorized Purpose of Government Entity? Utility Government Website URL www.Iodi.gov Authorized Represent 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. X By submitting this Addendum, Merchant, through the undersigned Authorized Representative • represents and warrants that the person submitting this Addendum is duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • represents and warrants that all information contained within this Addendum is true, complete and not misleading. Authorized Representative: Andrew Keys Signature Print Name Page 1 of 1 Date City, State, Zip Code + 4 Lodi, CA 95240 Fisery/Invoice Cloud Needs Analysis Biller/Company Name City of Lodi BILLER CONTACT INFO: Payment Types (utilities, insurance, cable, taxes, etc) I Utilities Effective Date 4/14/17 Name Ti phonefemail Andrew Keys Deputy City Manager akeys@lodi.gov, 209-333-6700 Remittance Addresses (Asterisk*Denotes Default Remittance Address - address if paper check is mailed) Remit Center Address *310 W. Elm St Biller Names (Any name or DBA printed on your remittance coupons) City of Lodi -Utilities City of Lodi -Water & Sewer City of Lodi -Sewer City of Lodi -Water City of Lodi -Sewer & Water Reversals will go thru Invoice Cloud as data file with debit to merchant DDA Bank Settlement Info - for settlement and debit of reversals Bank Name Routing # Account # Account Number Information How many characters are in each account number? Are account numbers: ❑ Numeric ❑ Alpha -numeric Please list all of the acceptable account masks (i.e. ##1t, ##-#, ###.#) : Does anvthina need to be removed from the account number text dashes, spaces. etc... i? [Yes 1—INo if ves, please explain Does the account number have logic associated with it to help in identifying products, locations, etc...? ❑Yes ❑No If yes, please explain Is the account number clearly and completely visible to the customer on the bill? ❑Yes ❑No Are there edit or mod checks associated with the account number? ❑Yes ❑No If yes, please attach a copy of the mod calculation. Are the account numbers static or do they change frequently? ❑Yes ❑No If they change, what action can make it change? Fisery/Invoice Cloud Needs Analysis Invoice Cloud assigned Company ID: Map ID and Posting ID will be assigned by Fisery and provided via email Business Owner/Contact name: Private or Publicly held? If Public, ticker symbol: Traded on NASDAQ OR NYSE: Web Address: April 14, 2017 MasterCard International Incorporated 2200 MasterCard Boulevard O'Fallon, MO 63368-7263 Attention: RPPS Business Implementations Effective immediately, MasterCard is authorized by this letter to initiate ACH debit entries to be issued by the MasterCard Settlement Bank, currently JP Morgan Chase Bank, from time to time against the account noted below. We hereby confirm that all debits associated with such ACH debit entries will be honored and will be final when made, and no entry shall be reversed without written consent of both MasterCard and ourselves. Our signatures below represent that we are authorized to provide these instructions to you and you are authorized to rely on these instructions. We understand that written notice of revocation of this authorization must be sent to MasterCard International Incorporated. ICA Number: 012363 Routing and Transit Number: Account Number: Name of Financial Institution: Address Line #1: Address Line #2: City: State: ZIP Code: Sincerely, Biller's Organization City of Lodi Biller's Contact Name: Andrew Keys Biller's Address #1: 310 W. Elm St Biller's Address #2: City: Lodi State: CA ZIP Code: 95240 Biller's Phone Number: 209-333-6700 Biller's Signature MasterCard Confidential and Proprietary 07/13/10: ACH Debit Authorization Letter 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 C� CITYBASE MASTER SERVICE AGREEMENT THIS MASTER SERVICE AGREEMENT ("Agreement") is made and entered into this 5 day of] { �yi e , 20 j'("Effective Date") between CityBase, Inc. ("Contractor") and City of Lodi, CA ("Client"). Contractor and Client are also referred to as "party" and collectively as the "parties". Subject to and in consideration of the mutual promises, conditions, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. APPROVED VENDOR. Upon execution of this Agreement and compliance with its terms, Client agrees that Contractor shall be added to Client's list of approved vendors. 2. REQUEST FOR SERVICE(S). If at any time during the term of this Agreement, Client either verbally or through one or more written channels, or other instruments, requests Contractor to supply or perform services, and Contractor agrees to perform those services, each such request regardless of form shall be deemed a "Request for Service" governed by and subject to the terms and conditions of this Agreement. Agreements or stipulations in any Request for Service that are contrary to any term of this Agreement shall be void, unless Contractor and Client have expressly agreed in writing that such agreement or stipulation shall supersede the terms of this Agreement. Each Request for Service will initiate a Business Requirements Document that will be mutually agreed upon and executed by both CityBase and the Client. Each unique Request for Service will serve as an amendment to this MSA and may have cost implications beyond the Contractor's Rate Schedule attached as Exhibit "A". 3. TERM & TERMINATION. The initial term of this Agreement shall be for a period of three (3) years (Initial Term) commencing on the date hereof The Agreement will automatically renew annually (each a "Renewal Term"), unless notice of non -renewal is provided 90 days prior to the expiration of the Initial Term. Any Renewal Term may be terminated by either party by such party providing written notice of termination to the other party no less than 90 days prior to termination. Termination shall be considered effective at the end of said 90 day period. 4. LABOR, EQUIPMENT, AND MATERIALS a. Upon receipt of a mutually agreeable Request for Service, Contractor shall begin furnishing the services according to the specifications and requirements of this Agreement and the Request for Service. b. All services rendered by Contractor hereunder shall be performed in accordance with industry standards as applicable to the region or area where the work is to be performed. All materials and equipment furnished by Contractor in the performance of services hereunder shall be free from material defects. Any of the materials, equipment, or services found to be materially defective shall be at Contractor's sole discretion, either removed, replaced or corrected by Contractor without additional cost to Client. Contractor shall not be liable for claims arising from or relating to latent or unknown defects. Master Service Agreement - 1 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 T.] CITYBASE c. Contractor shall maintain its equipment in operating condition at all times. d. All materials, equipment, and intellectual property furnished by Contractor in the performance of services hereunder will be supplied under the terms of the Contractor's Infrastructure -as -a -Service (IaaS) model and shall remain the sole property of the Contractor in perpetuity. The Client's right to use the hardware is contingent upon satisfaction of monthly invoicing and disbursement of fees to the Contractor. e. Any Client land or interior/exterior space required for the placement of Contractor supplied materials and equipment will be supplied without monetary charge (purchase, lease or rent) from the Client until such time as the Agreement between Contractor and Client is mutually dissolved. f. Contractor reserves the right to make use of trusted partners for installation and maintenance services based on Client approval; Union labor not required. 5. INVOICING; PAYMENT. Upon receipt of an invoice from Contractor, Client shall pay Contractor for those services, equipment, and materials furnished by Contractor at the rates specified in Contractor's Rate Schedule, attached and incorporated as Exhibit A, and the applicable Request for Services. Client shall have 30 days from the date of the invoice to pay the amount due thereon, or to notify Contractor in writing of a bona fide dispute asserted in good faith as to one or more of the invoice items. If Contractor has not received payment of the invoiced amount within 30 days from the date of the invoice, Contractor shall be entitled to claim and pursue all available legal and equitable remedies against Client to recover the invoiced amounts (except amounts in dispute), and shall be entitled to recover from Client all invoiced amounts not in dispute, plus Contractor's collection and litigation costs (including attorney fees), plus interest on all amounts owed at the highest rate allowed by law. 6. INDEPENDENT CONTRACTOR. Contractor shall be deemed an independent contractor with respect to any and all work performed under this Agreement and any Request for Service. It is the express understanding and intention of the parties that no relationship of master and servant or principal and agent shall exist between Client and the employees, agents, or representatives of Contractor or between the Contractor and the employees, agents, or representatives of Client, by virtue of this Agreement. 7. INGRESS AND EGRESS. Client shall secure upon request for Contractor rights of ingress and egress to the tract of land on which the work to be performed is located. Client shall advise Contractor of any limitations or restrictions to ingress and egress, and Contractor, its employees, agents, or subcontractors shall abide by such limitations and restrictions. 8. COMPLIANCE WITH LAWS. Client and Contractor each agree to comply with all laws, rules, and regulations applicable to this Agreement or the performance of work Master Service Agreement - 2 820 W JACKSON BLVD SUITE 200 CHICAGO, IL. 60607 CITYBASE hereunder. If either party is required to pay any fine or penalty resulting from the other party's violation of such laws, rules or regulations, the party who committed the direct violation shall immediately reimburse the other for any such payment. 9. FORCE MAJEURE. Except for the duty to make payments hereunder when due, and the indemnification provisions under this Agreement, neither Client nor Contractor shall be responsible to the other for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, "Force Majeure Event" shall mean: Any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes (except financial) beyond the control of either party. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Neither Client nor Contractor shall be required against its will to adjust any labor or other similar dispute except in accordance with applicable law. 10. LIABILITY OF CUSTOMER DEPOSITS. Contractor does not own, shall not have physical access to, and at no point takes title to or possession of any cash, coin, check or other payment method deposited in any Kiosk (collectively, "Customer Deposits"). The Client is the sole and exclusive owner of all Customer Deposits. All Customer Deposits shall at all -times be deemed in the possession and under the control of the Client, and the Client shall have the sole responsibility, and at all times be liable, for the Customer Deposits' safety, security, removal, transfer and transport. Contractor shall not be responsible or liable for the theft, destruction, damage or loss of any Customer Deposits, and the Client shall indemnify, defend and hold harmless Contractor from and against any and all claims related to the Customer Deposits. Contractor is responsible for validating any and all cash accepted into kiosks, and Contractor will indemnify, hold harmless, and reimburse Client for any and all counterfeit or foreign currency accepted. 11. INTELLECTUAL PROPERTY. Contractor retains all intellectual property rights in any property invented or composed in the course of or incident to the performance of Contractor's work required under this Agreement. Client acquires no right or interest in any such intellectual property, by virtue of this Agreement or the work performed under this Agreement. 12. INSURANCE. a. At all times during the term of this Agreement, Contractor shall, at its own expense, maintain with an insurance company or companies authorized to do business in the state where the work is to be performed, or through a funded or state approved self-insurance program, insurance coverage of the kind and in the minimum amounts listed in Exhibit B, which Exhibit is attached and incorporated into this Agreement. Contractor's initial compliance with this requirement shall be evidenced by the Certificate of Insurance issued by Contractor's insurers to Client, which when submitted to Client shall be deemed to be incorporated herein as Exhibit C. The amount of insurance required in this Section may be satisfied Master Service Agreement - 3 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 CITYBASE by the purchase of separate Primary and Umbrella (or Excess) Liability policies which, when combined together, provide the total limits of insurance specified. b. Upon advance written notice, Contractor shall provide additional amounts or kinds of insurance as may reasonably be deemed necessary by Client from time to time in response to the ongoing nature of operations and changes in exposure to loss, but only to the extent the insurance is commercially available, and provided Client pays the cost of said coverage. c. The above -required insurance shall be maintained by Contractor during the term of this Contract, and shall not be canceled, altered, or amended by Contractor without thirty (30) days advance written notice to Client. Contractor agrees to have its insurance carrier furnish Client a certificate or certificates evidencing insurance coverage in accordance with the requirements of this Agreement. 13. TAXES AND CLAIMS. a. Contractor agrees to pay all taxes, licenses, and fees levied or assessed on Contractor incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Contractor, its agents, employees, and representatives. b. Client agrees to pay all taxes, licenses, and fees levied or assessed on Client incident to the performance of this Agreement by any governmental agency and unemployment compensation insurance, old age benefits, social security, or any other taxes upon the wages of Client, its agents, employees, and representatives. c. Contractor agrees to pay all claims for labor, materials, services and supplies incurred by Contractor and agrees to allow no lien or charge to be fixed upon the land upon which the Contractor equipment is located, or other property of Client or the party for whom Client is performing services. Contractor agrees to indemnify, protect, defend, and hold Client harmless from and against all such claims, charges and liens. If Contractor shall fail or refuse to pay any claims or indebtedness incurred by Contractor in connection with the services provided hereunder, it is agreed that Client shall have the right to pay any such claims or indebtedness out of money due or to become due to Contractor hereunder. Notwithstanding the foregoing, Client agrees that it will not pay any such claim or indebtedness as long as same is being actively contested by Contractor and Contractor has taken all actions necessary (including the posting of a bond when appropriate) to protect the property interest of Client and any other party affected by such claim or indebtedness. 14. INDEMNITY a. Contractor agrees to protect, defend, indemnify and hold harmless Client, its officers, directors, employees or their invitees, and any working interest owner or non -Client for whom Client is obligated to perform services, from and against all Master Service Agreement - 4 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 CITYBASE claims, demands, and causes of action of every kind and character without limit arising out of Contractor's or its subcontractors' performance or nonperformance of this Agreement, except for such as may be caused by the negligence of Client, its agents or employees. Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Client. If it is judicially determined that the monetary limits of the insurance required hereunder or of the indemnities voluntarily assumed in this Paragraph (which Contractor and Client hereby agree will be supported either by available liability insurance under which the insurer has no right of subrogation against the indemnitees, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits permitted under such law. b. Client agrees to protect, defend, indemnify and hold harmless Contractor, its officers, directors, employees or their invitees, and any working interest owner or non -Client for whom Contractor is obligated to perform services, from and against all claims, demands, and causes of action of every kind and character without limit arising out of Client's or its subcontractors' performance or nonperformance of this Master Service Agreement, except for such as may be caused by the negligence of Contractor, its agents or employees. Client's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Contractor pursuant to Section 10 above. If it is judicially determined that the monetary limits of insurance required hereunder or of the indemnities voluntarily assumed under this Section (which Contractor and Client hereby agree will be supported either by available liability insurance, under which the insurer has no right of subrogation against the indemnitees, or voluntarily self-insured, in part or whole) exceed the maximum limits permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits permitted under such law. c. Client and Contractor each waive any right to special, indirect and consequential damages against the other party hereto. 15. RECORD RETENTION. Contractor agrees to maintain its books and records reasonably relating to the work performed and invoices issued pursuant to this Agreement for a period of two (3) years following the end of the calendar year in which the work was performed, and during that time, to make such books and records available to Client and its auditors upon their request, during Contractor's regular office hours, provided Client has provided Contractor with reasonable notice of its request to review said books and records. 16. NOTICE. Unless otherwise specified in this Agreement or any Request for Service, any notice required under this Agreement shall be in writing, addressed as follows: Master Service Agreement - 5 i29.JACKSON Cil.vl If to Contractor; CITYBASE If to Client; CityBase, Inc. Attn; Luke Forbing, VP of Finance 30 N LaSalle St, Suite 3400 Chicago, IL 60602 City of Lodi Andrew Keys, Deputy City Manager P.O. Box 3006 Lodi, CA 95241-1910 17. CONFIDENTIALITY. The parties shall hold the terms of this Agreement and any Request for Service issued hereunder confidential, and shall only disclose the same as required by law. Information obtained by Contractor in the conduct of work under this Agreement shall be considered confidential and shall not be divulged by Contractor or its employees, agents or subcontractors, to any person, firm, or corporation other than Client's designated representatives unless otherwise agreed to in writing by Client. 18. NO WAIVER. No waiver by either party of any of the terms, provisions or conditions of this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of both parties. 19. ASSIGNMENT. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, this Agreement may be assigned by any Party to another entity in connection with reorganization, merger, consolidation, acquisition, recapitalization and/or other restructuring involving all or substantially all of the voting securities and/or assets of such Party. Any purported assignment in contravention of the foregoing shall be null and void. 20. SEVERABILITY. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement, as so modified, shall continue in full force and effect. 21. JURISDICTION; VENUE; WAIVER OF JURY TRIAL. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the state of California without regard to any choice of law provisions. Any claim or lawsuit arising from or relating to this Agreement shall be filed and maintained in a court of competent jurisdiction in San Joaquin County, California. To the extent allowed by law, the parties each waive their right to:a jury trial for any matter arising from or relating to this Agreement. Master Service Agreement - 6 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 C� CITYBASE 22. APPLICATION CHANNELS. The following Application Channels may be made available to the Client in accordance with a Request for Service and under the payment guidelines stipulated in the Contractor's Rate Schedule, attached and incorporated as Exhibit A. The Contractor will implement and maintain interface Channels, Applications, and integrate to payment gateway services through which users may access designated product features. Contractor will provide and manage all hosting services required for eCommerce Applications. Each Channel will be organized into one or more project schedules by Contractor for Client review, and prioritization. Project schedules will be implemented in a logical order in concert with Client prioritization. a. Self -Service Payment Kiosk - Real-time, self-service Kiosk(s) for in-person access to Applications that are determined to be appropriate for a public -facing Kiosk. Self -Service Payment Kiosk Core Functionality, Options, and Responsibilities are detailed in Exhibit E of this MSA. 23. HARDWARE AND APPLICATION. JOINT BRANDING. The vision of the Contractor is to be a partner with the Client in providing eCommerce portal services, with all web pages and any collateral materials being jointly branded, with top-level branding being given to the Client Information Services Agency. 24. PCI COMPLIANCE. In order to safeguard the Client, the customers of the eCommerce Applications and the Contractor, upon request the Contractor must be able to provide proof that they are compliant with the Payment Card Industry Data Security Standards (PCI DSS). Contractor is required to keep their PCI compliance up to date. 25. CHANGE ORDERS. Client has the option to request additional scope and services from Contractor during the implementation of a Request for Service Statement of Work/Business Requirements Document pursuant to a Change Order Request at the hourly rates defined in the Contractor's Rate Schedule attached and incorporated as Exhibit A and with the understanding that Request for Service timelines will be effected in doing so. Any such Change Order Request must be made in writing using the Change Order Request form attached and incorporated as Exhibit D and must be agreed upon by both parties. 26. CONTRACTOR SERVICES. Upon initiation of Request for Service the Contractor will provide the following services as a function of the Request for Service. a. Project Management - A Project Manager will be assigned to each Request for Service. The Project Manager is accountable to direct the resources dedicated to each Request for Service. The Project Management process will leverage online collaboration tools for efficiently sharing documentation and communication. Examples of collaboration tools include SmartSheet, and Email. Master Service Agreement - 7 820 W JACKSON BLVD SUITE 200 CHICAGO, FL 60607 E CITYBASE b. Project Schedule - A Project Schedule will be provided to the Client outlining Major Milestones as determined by the Contractor for the implementation of the Request for Service. c. Meeting Methods - Contractor will make use of both virtual and onsite meetings as deemed necessary and agreed upon by both parties. d. Marketing Guidance - Contractor will meet with the client to discuss best practice documentation creation for the marketing of Application Channels. Examples will be shown of print materials that have been shown to improve the adoption rate of specified channel. Any and all production costs for marketing materials are at the sole cost and discretion of the Client. 27. SERVICE SUPPORT. Contractor is committed to providing superior support and customer service. This Service Level Agreement (SLA) is meant to communicate CityBase commitment and to define the scope of the services for the Client. CityBase will provide: • Channel specific support as deemed necessary for the proper usage of said payment channel • Phone and email support during the hours of 8:OOam until 5:OOpm CST. Monday through Friday excluding Holidays. • Onsite Channel maintenance when deemed required by the Contractor Response Time Commitments Self -Service Payment Kiosk Priority Level Priority Qualification Response SLA Avg. Resolution SLA PO - Critical Multiple Kiosks unavailable, Database/Server down, payments improperly posting for more than one (1) user. 2 Hours 2 Business Days (unless new hardware req.) P1 - Major Single Kiosk unavailable, Unable to lookup or process for one (1) agency, Unable to provide physical and electronic receipt for payment, Account reconciliation issues 3 Hours 2 Business Days (unless new hardware req.) P2 - Medium Unable to provide physical receipt (still able to provide by SMS or email), one (1) peripheral down 1 Business Day 3 Business Days (unless new hardware req.) Master Service Agreement - 8 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 C� CITYBASE P3 - Minor Informational, educational, requests for new functionality 3 Business Days Varies by request IM Receipt Reprint z 30 min. z 30 min. 28. EXHIBITS. The following Exhibits are attached hereto and made a part of this Agreement for all purposes: Exhibit A - Contractor's Rate Schedule Exhibit B - Insurance Requirements Exhibit C - Contractor's Certificate(s) of Insurance Exhibit D - Change Order Request Form Exhibit E - Self -Service Payment Kiosk Core Functionality, Options, and Responsibilities 29. CityBase, Inc. STANDARD TERMS & CONDITIONS FOR CLIENTS. The right to use CityBase software technology and CityBase technology hardware, together called CityBase Platform ("CityBase Platform"), is granted to City of Lodi ("Client") subject to the following restrictions: (a) CityBase Platform may be used by Client only as specifically permitted by this Agreement or as specifically authorized in writing by CityBase. (b) Client shall use CityBase Platform only in its original form, and shall not modify, reverse compile, reverse engineer, disassemble, or translate CityBase Platform, nor shall Client create any derivative works or otherwise use CityBase Platform except as specifically permitted in the Client Agreement. (c) Client shall not rent, lease, distribute, sell, resell, assign, sublicense, allow access to, or otherwise transfer CityBase Platform to any other party without prior written authorization from CityBase. (d) CityBase Platform contains trade secrets and confidential information of CityBase. Client may not make any copies of any aspects of CityBase Platform including the associated object code or source code(s) (including HTML). (e) Client acknowledges that CityBase Platform and all copies of it, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of CityBase. Client further acknowledges that CityBase Platform, including the source and object Master Service Agreement - 9 820 W JACKSON 8i.VC SUITE 200 CHICAGO, IL 60607 T.] CITYBASE codes, and logic and structure, constitute valuable trade secrets of CityBase. Client agrees to secure and protect CityBase Platform consistent with the maintenance of CityBase rights. Except as expressly permitted herein, Client agrees not to disclose or otherwise make available any part of CityBase Platform to any third party on any basis. Client shall not become the owner of any CityBase Platform in connection with its right to use granted in Section 2.1; and CityBase retains all right, title and interest in and to CityBase Platform, except as otherwise specifically provided herein. (f) Client acknowledges that CityBase Platform processes confidential payment information. Client agrees to provide a secure physical location with sufficient electrical power for all CityBase Platform equipment located at the Client facilities or at Client designated facilities. (g) Client agrees that CityBase will not be held liable for any claims due in part to, or wholly attributed to, any CityBase owned hardware, unless such claim is a result of CityBase's negligence or willful misconduct. (h) Client agrees that CityBase shall not be liable for any damage, death, or injury caused by the improper or unauthorized use of any CityBase owned, produced, or supplied hardware. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Both parties agree that a single original of this Agreement will be executed. CLIENT: By: Printed Name: Title: Date: / /20 CONTRACTOR: By: Printed Name: L{,c. Title: V icc Pres,`cL--� he ,cam Approtod os to form Depot, City Marlow Master Service Agreement - 10 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 Date: e 1 S 120 0 E CITYBASE Master Service Agreement - 11 B20 W JACKSON BLVD SUITE 200 CHICAGO, IL 60807 EXHIBIT "A" C� CITYBASE To that Master Services Agreement dated 67. j / ), between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). CONTRACTOR'S RATE SCHEDULE ATTACHED. Contractor's Rate Schedule may be amended from by Contractor if agreed upon in writing by the Client, and shall be effective upon Contractor's delivery of the amended Rate Schedule to Client. The amended Rate Schedule shall not apply to Request for Services that Client and Contractor agreed to prior to delivery of the amended Rate Schedule. - Self -Service Payment Kiosk Tender Type Transaction Cost Notes Cash $1.50 CityBase fees billed separately from any convenience fees or absorbed payment processing fees levied by Payment Processor eCheck/ACH $1.50 CityBase fees billed separately from any convenience fees or absorbed payment processing fees levied by Payment Processor Credit/Debit Card $1.50 CityBase fees billed separately from any convenience fees or absorbed payment processing fees levied by Payment Processor ❑ Monthly minimum volume is 1,500 transactions per first kiosk deployed and 1,000 transactions per each additional kiosk, at the $1.50 cash rate, in aggregate. Monthly minimum volume is based on placement of two (2) kiosks. ❑ Ex. If 2 kiosks are deployed, the aggregate minimum is 2,500 transactions or the equivalent of $3,750.00 Transaction Cost per month. ❑ For any kiosk deployed, the monthly minimum for the first month will be prorated based on number of days in production divided by number of days in month and applied as a percentage of the monthly minimum volume. ❑ Client may add additional kiosks, upon request and approval by Contractor, with an increase of 1,000 transactions per each additional kiosk applied to the aggregate monthly minimum. ❑ Additional agency integrations may be added with an incremental monthly minimum volume of 500 transactions per agency per month, in addition to the per kiosk minimum and will be assessed and invoiced as a separate line item. Master Service Agreement - 12 82C W JACKSON Bl VV SUITE 200 CHICAGO 11 €060' volume. C� CITYBASE Actual transaction volumes will be invoiced when in excess of the monthly minimum EXHIBJT "A" CONTINUED CityBase will bill Client directly for all Cash and eCheck/ACH and/or Card -based transactions. Processing costs for Credit/Debit Card transactions will be charged directly to the Client or its customers by the Payment Processor Invoice Cloud, Inc. Should a kiosk be inoperable for more than three (3) consecutive business days based on Contractor's inability to obtain parts, equipment, technicians, or inability to maintain cellular service, and during that same month Client is unable to meet or exceed its minimum monthly transaction requirement, the monthly minimum number of transactions for that month shall be prorated and adjusted for the number of days the kiosk was not in use. Time and Materials A rate of $175.00 per hour will be charged for time associated with work considered outside of agreed upon Request for Service. A Change Order Request Form must be filled out and executed by both parties in order to invoke the use of the Time and Materials rate schedule. All costs will be outlined within the Change Order request. Not to Exceed $297,000 Master Service Agreement - 13 EXHIBIT B Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including accidental death, as well as from claims for property damages, which may arise from Contractor's operations under this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or indirectly employed by either of them, and the amount of such insurance shall be as follows: 1. COMPREHENSIVE GENERAL LIABILITY $2,000,000 Each Occurrence $4,000,000 General Aggregate 2. COMPREHENSIVE AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles) operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form. All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied by either the Named Insured(s) or the City of Lodi. It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the Contractor; whichever is greater. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City: (a) Additional Named Insured Endorsement Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as additional named insureds. An additional named insured endorsement is also required for Auto Liability. (b) Primary and Non -Contributory Insurance Endorsement Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20 01 04 13. NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. (c) Waiver of Subrogation Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability. (d) Limits of Coverage The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured. Page 1 I of 2 pages 11 Risk: rev.03.2016 Insurance Requirements for Contractor (continued) (e) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability. (f) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (g) Continuity of Coverage All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. (h) Failure to Comfy If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1s`) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (i) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. Page 2 1 of 2 pages Risk: rev.03.2016 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 C� CITYBASE EXHIBIT C To that Master Services Agreement dated(0 { i i , between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). CON TRACTOR'S CERTIFICATE OF INSURANCE ATTACHED Master Service Agreement - 15 824 W JACKSON BLVD. SUITE 200 CHICAGO, IL 60607 EXHIBIT D C� CITYBASE To that Master Services Agreement dated Col 51 between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). CHANGE ORDER REOUEST FORM ATTACHED CITYBASE REQUEST FOR SERVICE STATEMENT OF WORK CHANGE ORDER REQUEST Project Name: Change Order Number: Client Name: CB PM: Requestor Name: Request Date: Type of Request: ❑ Add Functionality ❑ Remove Functionality ❑ Aesthetic Change Request Requirements: Scope: Est. Timeline for change: Task Est. Start Date Est. Completion Date Master Service Agreement - 16 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 Cost(s): ****All costs are subject to the payment terms outlined in section 5 of the MSA and are based upon the Contractor's Rate Schedule (Exhibit "A" of the MSA)**** IN WITNESS WHEREOF, the parties have agreed to this Change Order as of the date executed in the signature lines. Both parties agree that no work outside of original Request for Service scope and work detailed within this document will be completed. CLIENT: By: Printed Name: Title: Date: / /20 CONTRACTOR: : BY Printed Name: LL. J t FGrL�k3 Title: L ,•rte F r{ , Date: / S /20 I7 Master Service Agreement - 17 82o rACKSQN [ .Vr cHlc46Q, n_ Loco; CITYBASE EXHIBIT •`E" To that Master Services Agreement dated `mss ` L , between CityBase, Inc. ("Contractor") and City of Lodi ("Client"). SELF-SERVICE PAYMENT KIOSK CORE FUNCTIONALITY, OPTIONS. AND RESPONSIBILITIES ATTACHED The table below outlines the key functions available in a CityBase Self -Service Payment Kiosk. Not all configurations as chosen by the Client may be available and must be determined by a CityBase Solution Engineer upon Request for Service during the Business Requirements Documentation process. Any options not available are as such due to API compatibility. Each Request for Service will initiate a Business Requirements Document that will be mutually agreed upon and executed by both CityBase and the Client prior to any and all build related tasks of the Request for Service. Available Kiosk Models Include: • Indoor Freestanding (Non -Cash Dispensing) • Indoor Freestasid.ing (Cash Dispensing) • Outdoor Freestanding (Non -Cash Dispensing) • Outdoor Freestanding (Cash Dispensing) • Thru-Wall (Non -Cash Dispensing) • Drive Up (Non -Cash Dispensing) Payment Processor: Invoice Cloud Computer Information System: Kiosk Models Being Provided by CltyBase pursuant to. this MSA: Indoor Free Standing Quantity: 1 Outdoor Free Standing Quantity: 1 Thru WaII Quantity: 0 Drive_Thru Quantity: Included Hardware Master Service Agreement - 18 F.] CITYBASE Master Service Agreement - 19 ✓ Kiosk Housing / Touch Screen ✓ ADA Compliant Trackball ✓ QR/Barcode Scanner / Credit Card Magnetic Reader / Cradlepoint ✓ Check Reader ✓ Control Unit ❑ Cash Dispenser with 1 set of cartridges (If non Drive Up unit) ❑ Bulk Note Recycler (Drive Up unit only) ❑ Digital Lock (if cash dispensing unit) ❑ Cash Acceptor with 1 cartridge ❑ Air Cooling Unit (Outdoor, Thru-Wall and Drive Up Units Only) IP Camera - If camera is required customer is responsible for network connection and monitoring ❑ IP Camera Required ❑ IP Camera Not Required Languages: English Spanish Examples Of Payments Collected: Water Gas Electric Waste Collection Sewer Parking Citations Utility (Combined Payment Service) Lookup Methods: QR/Barcode Scan From Bill Or License Account Number Entry Drivers License Number Address Entry Phone Number Entry Social Security Number FEIN Entry Unique ID Master Service Agreement - 19 C� CITYBASE Validate Search By Zip Code - Validate Search By Street Number/Address Account Specifications: Restrict Payment Amount Due Minimum Amount Due Other Amount Shutoff Notification Disconnection Notification Pre -Paid Balance Payment Specifications: Allow Partial Payment Restrict Partial Payment Full Minimum Partial (if allowed) Pre -Payment Service Fee Restrict Tender Type Limit Per Tender Type Tender Types: Cash (No Change) Cash (With Change) American Express Visa Mastercard, Discover E -Check (ACH) Credit/Debit BIN Validation Receipt Delivery Types: J Print Email Text Message (SMS) J Receipt Appearance: Required Client Name (non- graphical) Transaction Date & Time Kiosk ID Payment ID Authorization Code Amount Paid Tender Type Used Transaction Total Service/Convenience Fee Optional Remaining Balance Account Number Thank You Message Customer Assistance Information Service Address Kiosk Location W Screen Design Layout: Per CityBase provided and customer approved wireframes Available options at Client's expense Additional Cash Acceptor cassettes Additional Cash Dispenser cassettes Additional Language Support Master Service Agreement - 20 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 C� CITYBASE Standard Dashboard CityBase dashboard provides the Client with real-time data analytics on a comprehensive and customizable online dashboard. The dashboard is capable of providing payment volumes by payment method, payments by tender and capacity of cash boxes. All data presented on the dashboard can be exported at any by the Client. All data can be exported in .xml, xls/xlsx, or CSV files. CityBase dashboard is readily available online and the Client will be able to pull reports from previous periods at any time. The data is stored indefinitely on the server, so historical data will be available for years to come. CityBase dashboard does not interfere with security controls in place, so it can integrate with the Client's online security software. Contractor will provide dashboard with standard, pre -built queries for real-time analysis of various Kiosk data points. Dashboards may be configured with any combination of pre -built queries from our library and up to 6 custom queries that may be requested by the Client during the project phase or within the first 90 days after on air. The Standard dashboard includes access to any data within the Contractor database whereas our optional Complex dashboards would include data from external sources — see Optional Services section below. The Client understands that the Contractor is continuously developing queries and as new queries are available they can be added, by request, to the Client's dashboard. Current available queries include: • Lifetime Transactions, Revenue, Unique Accounts • Transactions Today, Average Transaction Time, Revenue Collected Today • Daily Revenue, Daily Transactions • Weekly Revenue, Weekly Transactions • Monthly Revenue, Monthly Transactions • Frequency of User Visits • Various queries by Location or Kiosk • Historical Analysis and Comparisons • Transactions by Tender, by Hour, by Day • Average Cash Mix by Tender • Cash in Kiosk — real-time • Remaining Cash Capacity per Kiosk — real-time • Closeout by Kiosk by day Contractor Responsibilities 1. Contractor is responsible for procuring hardware based on the requirements confirmed by the Client in the Onboarding process. 2. Contractor is responsible for delivery of specified hardware to Client site. 3. Contractor is responsible for providing vinyl wrap or decal on Kiosk with Client branding 4. Contractor is responsible for approving all Kiosk site preparation as provided in the site survey report. 5. Contractor is responsible for setting up the Kiosks at designated site 6. Contractor will assist Client with installation at the selected Kiosk locations Master Service Agreement - 21 820 W JACKSON BLVD SUITE 200 CHICAGO, IL 60607 CITYBASE Contractor will power up Kiosks and test all peripheral devices and confirm platform is ready for on air 8. Contractor will train the Client and/or Armored Car service on the cash servicing procedures and basic maintenance of the Kiosks. 9. Contractor is responsible for providing internet access via cellular data plan. 10. Contractor is responsible for scheduled vulnerability scanning, providing proactive protection against viruses, malware and rootkits to include quarantine manager for deleting or disinfecting infected files. 11. Contractor is responsible for the repair, maintenance and/or replacement of any Kiosk at Contractor's discretion. 12. Contractor is responsible for validating cash accepted by the Kiosk(s) and will indemnify and reimburse Client for any and all counterfeit currency accepted. Client Responsibilities 1. Client is responsible for providing secured setup area for Kiosk preparation prior to deployment. 2. Client is responsible for providing a 5' x 5' space for permanent installation of freestanding Kiosks. 3. Client is responsible for providing branding information for Kiosk wrap/decal and software applications. 4. Client is responsible for site preparation, including costs, in advance of Kiosk deployment pursuant to the requirements provided and mutually agreed upon and executed within the site survey report. May include the installation of awnings, bollards, security cameras, etc. as determined by the site survey report. 5. Client is responsible for ongoing servicing of Kiosks including: a. Cash servicing when applicable i. Client provides float for change dispenser b. Receipt paper - ordering/monitoring/replacement c. Occasional trouble -shooting support for the Contractor which may include physical inspection of Kiosk 6. Client is responsible for providing network access for IP camera if chosen as a function of the Kiosk a. Client is responsible for storage of all digital images 7. Client may utilize Armored Car Service for ongoing servicing of Kiosk(s) at Client expense 8. Client is responsible for supplying access badging to Contractor for all approved personnel Master Service Agreement - 22 RESOLUTION NO. 2017-117 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE TWO PROFESSIONAL SERVICES AGREEMENTS WITH 1) INVOICE CLOUD, OF BRAINTREE, MASSACHUSETTS, FOR ONLINE, MOBILE, AND INTERACTIVE VOICE RESPONSE UTILITY SERVICES; AND 2) CITYBASE, OF CHICAGO, ILLINOIS, FOR PAYMENT KIOSK SERVICES WHEREAS, the City currently accepts utility payments online, at the Finance counter, via US. Mail, through a drop-off box normally located in the parking lot of the Finance office, and through three retail locations; and WHEREAS, these payment methods lack basic functionality, are insufficient, technologically obsolete, and do not provide the 24-hour customer service availability Lodi residents expect and receive from other service providers; and WHEREAS, staff is committed to enhancing the overall customer service experience and finds the online, mobile, and interactive voice response (IVR) services provided by Invoice Cloud and the in-person payment Kiosk services provided by CityBase will improve the customer experience for Lodi's ratepayers; and WHEREAS, Invoice Cloud specializes in providing customer -focused web portals with mobile compatibility, including online payment options, IVR services, and e -billing services; and WHEREAS, Invoice Cloud and CityBase have partnered to provide a fully -integrated bill payment kiosk that will accept cash, check, and debit/credit cards; and WHEREAS, staff recommends that the City Council authorize the City Manager to execute Professional Services Agreements with Invoice Cloud, of Braintree, Massachusetts, for online, mobile, and interactive voice response utility services, in a not -to -exceed amount of $635,000; and with CityBase, of Chicago, Illinois, for payment kiosk services, in a not -to -exceed amount of $297,000. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute two Professional Services Agreements with: 1.) Invoice Cloud, of Braintree, Massachusetts, for online, mobile, and interactive voice response utility services, in a not -to -exceed amount of $635,000; and 2.) CityBase, of Chicago, Illinois, for payment kiosk services, in a not -to -exceed amount of $297,000. Dated: June 21, 2017 I hereby certify that Resolution No. 2017-117 was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 21, 2017 by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mounce and Nakanishi ABSTAIN: COUNCIL MEMBERS — None 2017-117 NNIFER ity Clerk ))\ . FERRAIOLO