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HomeMy WebLinkAboutAgenda Report - November 4, 2020 C-10AGENDA ITEM (! as/ D CITY OF LODI ,. COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt a Resolution Authorizing the City Manager to Execute Amendment No. 1 to the extend the Professional Service Agreement 3 years and change the authorized amount with Invoice Cloud, of Braintree Massachusetts, for online, mobile, and interactive voice response utility services. MEETING DATE PREPARED BY: November 04, 2020 Revenue Manager RECOMMENDED ACTION: Adopt a Resolution Authorizing the City Manager to Execute Amendment No. 1 to the extend the Professional Service Agreement 3 years and change the authorized amount with Invoice Cloud, of Braintree Massachusetts, for online, mobile, and interactive voice response utility services; BACKGROUND INFORMATION: The Revenue Division is responsible for collecting payments for the City of Lodi. Utility payments are currently accepted via online, kiosk, interactive voice response, drop-off box and U.S. mail. The current system, Invoice Cloud, is being used for online, interactive voice response payments are sufficient to meet the needs of the customers and the Finance Department. Currently customers paying for general invoices, deposits, reconnection fees and parking permits must come into the office to make a payment. We are proposing to add additional payment services to meet other payment types that cannot currently be paid online. This will assist in limiting lines in office and give customers more payment options. Online services provided by Invoice Cloud include auto pay, paperless billing, and online payments, which are available to customers 24 hours, and gives the customer the convenience to pay online when it is suitable to their schedule. Please see statistics below since inception of Invoice Cloud: Total Customers Prior _ Auto Pay 2,349 Paperless Billing 158 % of Customers Prior 7% 0.44% Total Customers Current 5,650 6,121 % of Customers Current 18% 19% Average Payments Per Average Payment Value % of All Payments Made Month Per Month Online Online Payments 8,478 (see attached for $2,322,972 26% all -payments per month) TOWAItA APPROVED: sh' (Oct 22,202013:32 PDTJ Stephen Schwabauer, City Manager The Finance Department is requesting that the contract for Invoice Cloud and Citybase be extended 3 years and a change the estimated authorized amount to $1,155,600.00 actual costs will be based on the number of transactions processed by Invoice Cloud. FISCAL IMPACT: Costs for Invoice Cloud services are paid by the utilities for which online payments are collected. Approximately 14% of the cost is a General Fund expense. Cost for Fiscal Year 2020/21 are included in the current adopted budget. FUNDING AVAILABLE: Fiscal Year 2020/21 account number 10020203.72312 Monthly $ 53,928.00 50060001.72312 Service Amount Months Total Chase 56052001.72312 15% $ 57,780.00 Paymentech (CC char es) $ 20,000.00 36 $ 720,000.00 Invoice Cloud $ 12,000.00 36 $ 432,000.00 Additional Services $ 1.200.00 36 $ 3,600.00 Total $ 1,155,600.00 FISCAL IMPACT: Costs for Invoice Cloud services are paid by the utilities for which online payments are collected. Approximately 14% of the cost is a General Fund expense. Cost for Fiscal Year 2020/21 are included in the current adopted budget. FUNDING AVAILABLE: Fiscal Year 2020/21 account number 10020203.72312 14% $ 53,928.00 50060001.72312 61% $ 234,972.00 53053001.72312 10% $ 38,520.00 56052001.72312 15% $ 57,780.00 Fiscal Year 2021/22 account number 10020203.72312 14% $ 53,928.00 50060001.72312 61% $ 234,972.00 53053001.72312 10% 15% $ 38,520.00 56052001.72312 $ 57,780.00 Fiscal Year 2022/23 account number 10020203.72312 14% $ 53,928.00 50060001.72312 61% $ 234,972.00 53053001.72312 10% $ 38,520.00 56052001.72312 15% $ 57,780.00 Andrew Keys Deputy City Manager/Internal Services Director T�WI�helk Tana Sumner (Od 22.20201]:1] POT) Tarra Sumner Revenue Manager AMENDMENT NO. 1 INVOICE CLOUD ONLINE, MOBILE, AND INTERACTIVE VOICE RESPONSE UTILITY SERVICES THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, made and entered this day of October, 2020, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and INVOICE CLOUD, INC., a Delaware corporation qualified to do business in California (hereinafter "CONTRACTOR"). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement on June 1, 2017 ("Agreement") a copy of which is incorporated into Exhibit 1 and made a part hereof by this reference; and 2. WHEREAS, CITY requests to amend said Agreement to expand the Scope of Services as set forth in Exhibit 1; and 3. WHEREAS, CITY requests to increase the annual cost by $3,600 for the additional services set forth in Exhibit 1, and extend the term of the Agreement to an including May 31, 2023; and 4. WHEREAS, CONTRACTOR and CITY agree that services covered under the scope of the Agreement will continue to be subject to the terms and conditions outlined in the Agreement; and 5. WHEREAS, CONTRACTOR agrees to said amendments. NOW, THEREFORE, the parties agree to amend the Scope of Services and increase the fees by $3,600.00 as set forth in Exhibit 1, and extend the term of the Agreement to and including May 31, 2023. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 1 on 12020. CITY OF LODI, a municipal corporation INVOICE CLOUD, INC. hereinabove called "CITY" hereinabove called "CONTRACTOR" STEPHEN SCHWABAUER ROBERT LAPIDES City Manager President Attest: JENNIFER CUSMIR City Clerk Approved as to Form: JANICE D. MAGDICH City Attorney lnvoiceCloud"' EXHIBIT 1 Add -On to the Biller Order Form SALES INFORMATION IC Sales Rep Order Date Cam Crowell Vertical Software Prtner I Local Gov (Util, Tax, Misc) 5/20/2020 Sales Prtnr FTyler - Munis PRODUCTS AND SERVICES Products [Cloud Store] PAYMENT METHODS ACCEPTED Payment Types [VISA/Mastercard/Discover] [ACH/EFT] BILLER INFORMATION Ownership Type Legal Name Address 1 Address 2 City State Government Phone (209) 333-6800 Fax Website URL http://www.lodi.gov Bus. Open Date 1906 Federal Tax ID 94-6000361 *Federal Tax ID and Legal Name must match on all documents City of Lodi 221 W. Pine Street Lodi CA ZIP BILLER CONTACT Primary Contact Name Tarra Sumner Phone (209) 333-6800 ext 2681 Email Address tsumner@lodi.gov SIGNING AUTHORITY Name Title Phone Fax Email Address BILLER PRICING Description Interval Cost Type Cost Cloud Access Fee Monthly Fixed ($) $25.00 Cloud Access Fee Monthly Fixed ($) $25.00 Cloud Access Fee Monthly Fixed ($) $25.00 Cloud Access Fee Monthly Fixed ($) $25.00 IC Payment Transaction Fee - Credit Card Per Transaction Fixed ($) $0.65 IC Payment Transaction Fee -EFT Per Transaction Fixed ($) $0.75 ACH Reject Fee Non -Submitter (Chase) Per Transaction Fixed ($) $6.00 Chargeback Fee Non -Submitter (Chase) Per Transaction Fixed ($) $15.00 HARDWARE Card Reader Type Card Reader Shipping Addr. (if different than location address) Quantity Cost per Reader Billing Interval Kiosk Type Device Quantity Per Device Txn Min Note: Biller will be charged for the minimum number of transactions listed to left each month per kiosk unity. In addition, if the Biller's order includes kiosks then the terms and conditions of Kiosk Managed Standard SOW (and applicable schedules) are hereby agreed and incorporated by reference Standard/In-Door 750 Thru-Wall 800 Outdoor Model 850 BILLER BANK INFO Billing Method Name on Account Bank Address Routing # Note: Must include voided business check or bank letter for each unique account Bank Name I F&M Bank Phone 12093392582 Last 4 Acct # 1 1301 City of Lodi 121 W. Pine Street Lodi 121108441 DATA RETENTION Months to Keep 24 *Additional Fees apply if greater than 24 months NOTES/SPECIAL HANDLING CERTIFICATION AND AGREEMENT By signing below, the Biller hereby ratifies its authorization for Invoice Cloud, Inc. ("Invoice Cloud") to 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 (i) Invoice Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than 10 business days notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account 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. By signing below, the Biller named: (1) has read, agreed to, ratifies the Biller Agreement, Biller T+C and other Order Forms previously executed by the Biller, and (2) certifies to Invoice Cloud that he/she is authorized to sign this Add on to the Biller Order Form; (3) certifies that all information and documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given, including credit references, and to obtain credit reports (including a spouse if in a community property state); (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will continue to be bound by the Order Form and the Biller Agreement in its entirety and any new agreement forms executed herewith; (7) If the Biller's order includes kiosks, then the terms and conditions of Kiosk Managed Services Standard SOW (and applicable schedules) are hereby agreed and incorporated by reference.(8) agrees that Biller will submit transactions only in accordance with the information in this Add on to the Biller 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 (9) 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. This Add on to the Order Form 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. F. If the Biller's order includes kiosks, then the terms and conditions of Kiosk Managed Services Standard SOW (and applicable schedules) are hereby agreed and incorporated by reference. In WITNESS WHEREOF, the parties have executed this Agreement as of this day Accepted by Biller: X *66-e14)xeJc s Corporate Officer Andrew Keys Printed Name Deputy City Manager Title Accepted by Invoice Cloud, Inc.: X F-R-�k �-- Corporate Officer Robert Lapides Printed Name President Title InvoiceCloud" INVOICE PARAMETERS Invoice Parameters must be completed for each invoice tvi)e Biller Order Form Invoice Type Biller Software Fire & General Pricing Model tyler munis Non -Submitter: Interchange Paid By Non -Submitter I Biller BILLING DETAILS Please indicate which months bills are sent by placing the bill count for each month below: Jan Feb I Mar Apr May June July Aug Sep Oct I Nov I Dec 120 120 1 120 120 120 120 120 120 120 120 1 120 120 Avg Invoice $ 1 100.00 Max Invoice $ Bill Frequency BPM 1 120 SERVICE FEES Payment Source Description Payment Method Minimum Fee ($) Calculation per Transaction Type Fee Amount All Payment Sources Credit/Debit All Payment Sources ACH/EFT Kiosk All Payment Methods IVR Surcharge All Payment Methods PAYMENT SOURCE EXCEPTIONS MAX PAYMENT CAP CC Max 1 125000.00 ACH Max ($) 1 125000.00 BILLER DEPOSITORY BANK INFO Note: must include voided business check or bank letter for each unique account Routing # 1 121108441 Last 4 Acct # 1 1301 NOTES/SPECIAL HANDLING InvoiceCloud' INVOICE PARAMETERS Invoice Parameters must be rmmnleted fnr each invoire tvne Biller Order Form Invoice Type Biller Software Parking Permits Pricing Model Non -Submitter: Interchange Paid By on I Biller BILLING DETAILS Please indicate which months bills are sent by placing the bill count for each month below: Jan Feb Mar Apr May June July Aug Sep Oct I Nov I Dec 83 83 83 83 83 83 83 83 83 83 1 83 1 83 Avg Invoice $ 1 100.00 Max Invoice $ Bill Frequency BPM 83 SERVICE FEES Payment Source Description Payment Method Minimum Fee Calculation ($) per Transaction Type Fee Amount All Payment Sources Credit/Debit All Payment Sources ACH/EFT Kiosk All Payment Methods IVR Surcharge All Payment Methods PAYMENT SOURCE EXCEPTIONS MAX PAYMENT CAP CC Max 1 125000.00 ACH Max ($) 1 125000.00 BILLER DEPOSITORY BANK INFO Note: must include voided business check or bank letter for each unique account Routing # 1 121108441 Last 4 Acct # 1 1301 NOTES/SPECIAL HANDLING InvoiceCloudv INVOICE PARAMETERS Invoice Parameters must be comoleted for each invoice tune Biller Order Form Invoice Type Biller Software Re connection Fees I Pricing Model Non -Submitter: Interchange Paid By Non -Submitter Biller BILLING DETAILS Please indicate which months bills are sent by placing the bill count for each month below: Jan Feb Mar Apr May June July Aug Sep Oct I Nov I Dec 400 400 400 400 400 400 400 400 400 400 1 400 1 400 Avg Invoice $ 1 100.00 Max Invoice $ Bill Frequency BPM 1 400 SERVICE FEES Payment Source Description Payment Method Minimum Fee Calculation ($) per Transaction Type Fee Amount All Payment Sources Credit/Debit All Payment Sources ACH/EFT Kiosk All Payment Methods IVR Surcharge All Payment Methods PAYMENT SOURCE EXCEPTIONS MAX PAYMENT CAP CC Max 1 125000.00 ACH Max ($) 1 125000.00 BILLER DEPOSITORY BANK INFO Note: must include voided business check or bank letter for each unique account Routing # 1 121108441 Last 4 Acct # 1 1301 NOTES/SPECIAL HANDLING lnvoiceC ou6 Biller Order Form v.,,,., GUB - .. ® EBPP ❑ Cloud Store ❑ Cloud Pay ® Pay by Text ® IVR ® OBD ® Kiosk - - ® Visa/MasterCard/Discover ❑American Express ® ACH/EFT 310 Ownership Type: i Government Biller Contacts Legal Name: City of Lodi ' - - ' ` Derrick Co1hn, Finance Manager Address 1: 310 W. Elm St Lodi Phone Number: 209-333-6800 Ext. 2620 Address 2: Email Address: dcotbn@lodi.gov City: Lodi State: CA Zip: 95240 Same Phone# 209-333-6717 Fax #: i 209-333-6717 Phone Number: Ext. Website URL: I Fwww,lodi.gov Email Address: Business Open Date: 1906 - Same Phone Ext. Federal Tax ID#: 94-6000361 Note: Federal Tax ID and Legal Name must match on all documents. Email Address: Signatory Contact: Andrew Keys Title: Deputy City Manager Phone Number: ' 209-333-6700 Ext Email Address: akeys@lodi.gov Notes/Special • e ■ City will migrate approx 1,800 existing Direct Debit Plan customers (ACH) to the IC platform. Biller Fees New Biller Implementation: $ 0.00 Paperless Presentment: $ 0.40 Per Item includes 3 email notirications Biller Portal Access: $ 100 Monthly IC Payment - Credit Card: I $ F 0 65 Per Item Additional User(s): $ 0.00 Monthly Per User IC Payment - EFT/ACH: $ 0.75 Per Item Online Bank Direct Access: $ 0.00 Monthly Online Bank Direct: $ 0 25 Per Item Invoice Presentment: $ Monthly EFT/ACH Reject: $ 6.00 Per Item Encrypted Reader License $ Monthly/Per Charge Back: $ 15.00 Per Item Fee: Device Excess Data Storage # years Needed Bills Per Total Cost: $ Per Month Needed: oast 2 Month: ® • r • sell Name of Checking Account (As It appears on check or Bankletter): Bank Address: Phone: Name: Depository Routing#: F Account#: Your Invoice )a rnenl coffectfarls will be elechonically, de osiled into this account. Fees Routing#: F Account#: Invoice and payment proces§njq fees wIl'I be electronically deducted from this account. InvoiceCloud� Biller Order Form ver.3.3 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 some 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 (i) Invoice Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than 10 business days notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account 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 some. 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 da Accepted by biller: X1-7�- Corporate Officer Andrew Keys Printed Name I Deputy City Manager Title n -m City Al WWI Accepted by Invoice Cloud: X f i.. Robert Lapides Printed Name President~ Government, Utilities & Business Title ATTEST: NIFER FERRAIOLO City Clerk invoioeC oud' Invoice Parameters Biller Order Form ver. 3.3 • U61ily • • - 4/13/2017 Invoicing Parameters sheet must be completed for each invoice f e. - - Tyler MUNIS • • - Non -Submitter (Chase) • - - • • ®Visa ® MasterCard M Discover ❑Amex ®EFT/ACH MEBPP ❑Cloud Store ❑ Cloud Fay ® OBD ® IVR ®Kiosk ❑ Single Sign On Billing Frequency: Monthly Number of Bilis: 30,000 I Number of Cycles: 20 Number of Installments: i Average Invoice Amount: $302 Highest Invoice Amount: $ 125,000 Billing Months (please select the applicable months below): ❑Jan ❑Feb ❑Mar ❑Apr ❑May ❑Jun ❑ Jul ❑ Aug ❑ Sept ❑Oct ❑ Nov ❑ Dec ® All . .. - ®1St - l 0th ® 11th - 20th ® 21 5} - 31 It • • • ®Biller ❑ Template ❑ Bill Print Vendor (please complete below) Card Readers: Choose an item. QTY Choose an Provided by: ❑ Sales Rep ❑ Operations item. Per Unit Price: $ Shipping Address: Choose an item. (if different than location Total Due: $ 1 address) Item Paid by payer Item Paid by Biller Won-Submiffer ❑ Credit Card: ❑ Credit ❑Flat Fee Pricing per Item, fees, dues assessments + with $ Minimum Card: El Interchange, fees, dues assessments + Authorization $ r- + F- %BP ❑ EFT/ACH: $ per item ❑ EFT/ACH: $ per item ❑ Flex Pay ACH: $ per item ❑ Flex Pay ACH: $ per item Item Paid b ❑ er Item Paid b Biller ❑ Credit Card: ❑ Credit ❑Flat Fee Pricing per Item, fees, dues assessments + with Minimum Card: ®Interchange, fees, dues assessments + (Without visa Acceptance) Authorization $ iF- + F— %BP $ Per item ❑ EFT/ACH: $ Per Item ❑ EFT/ACH: — - - Credit Card :E]EFT/ACK • • - a • • -• • o •zR •■ • Z • ■• Service Fee: $ Max Cap for Credit Cards: $ Service Fee: $ ❑ Paid by payer ❑ Paid by Biller ANIL ❑ I Paid by payer Service Fee + $ Z Paid by Biller $ 0.50 per item surcharge Notes/Special ■ s r - 7 " 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 Intemet-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 http,//wwwinyoiceeloud.com/privacy.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 Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are non -cancellable and ail 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 Bitter 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 terns 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, Bitter'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 Rev 4.0 The complete Biller Agreement includes the Biller Order Fom1, the Online Terns and Conditions and this Agreement P a g a 12 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 Not to Exceed • new bill printer support • invoice file format changes resulting in revision of integration/data translation $635,000 • 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 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 Page 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.invoicecioud.00m/termsandconditions (the "Biller T+C") and are agreed to by Invoice Cloud and the Biller. ,A nd w to form DWdY City Atter' W Arp, Biller Agreement Rev 4.0 The complete Biller Agreement includes the Biller Order Form, the Online Terns and Conditions and this Agreement P a g a 14 BILLERS TERMS AND CONDITIONS mnvw.ini,oiceeloud.eomlterntsandeonditi'aus 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 die 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 terns 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 Fort, 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) I 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 Intemet-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 return for preparing a refund to be deposited to the Customer's account; nor, with respect to credit card transactions, may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service -related communications from Invoice Cloud 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 httn:llwww.iitvtrieeclnttd.cnmlorivacv:#. - I 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 (0.0) (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 I£ Biller is subject of excessive Chargebacks, in addition to our other remedies under this Agreement, invoice Cloud (or the payment processor) may take the Following actions: (i) request that Biller in every ease commence issuing refund and related payments directly to Customer; (ii) notify Biller ofa new tate that will be charged to process Chargebacks; (iii) collect from Biller an amount reasonably determined by Invoice Cloud (or the payment processor) to be sufficient to cover anticipated CharlIcbacks and all related fres, penalties, expenses, and fines or request a Reserve Amount (where a Reserve Account is noted under die Biller Order Farm or as otherwise required under the terms of this Agreement or other agreement with Invoice Cloud or any payment processor); or (Iv) terminate the Agreement. Biller also agrees to pay any and all penalties, fees, fines and costs assessed against Invoice Cloud (or the payment processor) relating to your violation of this Agreement, or other agreement related thereto, Bitter 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 hes paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and Bitter does not reimburse us as provided for in this Agreement, or has insufficient fltnds to draw front in the Billers Debit Account (to the extent applicable as provided in Section 4 below) then for the purpose of our obtaining reimbursement of such suns paid or anticipated to be paid, Biller shall indemnify, defend and hold Invoice. Cloud harmless therefrom. The Billers Debit Account will contain sufficient funds to cover any estimated exposure based on reasonable criteria for Chargebacks, ACH rejects or reversals, credits, returns, and all additional liabilities anticipated under this Agreement, including, but not limited to Chargebacks, fines, fees and penalties, Invoice Cloud may (but is not required to) apply funds in the Billers Debit Account (to the extent applicable as provided in Section 4 below) toward, and set offany 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 Ch.orgcbacks and ACI•I rejects and reversals, or other refimds or credits from Biller's customers. The following are some of the most common reasons for Chargebacks; in no way is this intended to be an exhaustive list of possible Chargeback reasons: (1) Failure to issue a refund to a Customer as required. (2) Invoice Cloud did not receive Biller's response to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rnhles. (3) A Customer disputes the Transaction, or claims that the Transaction is subject to a set-off, defense, or counterclaim Invoice Cloud may meive a Chargobaek from a Transaction, an AMEX credit card Service or otherwise, where the possibility of Cha rgchacks are noted as part of the Service, Some common treasons for Chargebarics are listed. In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse Invoice Cloud for such Chorgeiracks (which may include Invoice Cloud withdrawing such amounts from the Biller's Debit Account), In addition, Biller shall be responsible to Invoiee Cloud for charges against any reserves required by payment or credit carol processors; and any Chargebacks, by any party, including without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization.. To the extent permitted by applicable Jaw. Bitter shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees. attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arlsing 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 without limitation Chargebacks claimed by any payment and credit card processors, bank, or other financial services organization; (iii) that use of any Customer Data infringes the rights of a third party; (iv) a violation by Biller of Bitter's representations and warranties or she breach by Biller or Killer's Users or this Agreement including without limitation incomplete or inaccurate Transaction Data; or (v) relating directly or indirectly to Biller's or its authorized users' use of the Service. Invoice Cloud may receive a Chargeback from a Transaction where Biller has a submitter agreement, an AMEX credit card Servicc or otherwise, where the passibility of Chargebacks are noted as part of the Sorvicc. In the event that Invoice Cloud receives a Chargeback, Biller shall reimburse invoice Cloud for such Chargebacks (which may include Invoice Cloud withdrawing such amounts from the Biller's Debit Account). 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 AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL. EXEMPLARY, INCII)ENTAL, CONSEQUENTIAL (INCLUDlI+1Q LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISfNG 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. To the extent that the Biller's Agreement does not have a Biller indemnification, limited warranty or limitation ofllability clause respectively. or to the aXlent that there is no Biller Agreement, the clauses in this Section 4 shall apply, shall control and be binding on the Biller. Whcrc Invoice Cloud Biller Terms and Conditions (v3.0) 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) Where Biller authorizes Invoice Cloud's receipt of all fees and periodic fees referenced in the Bitier Order Farm - from payments made by Customers, or from credit card proccssers, bank card issuers, payment associations. ACH and cheek processus, as applicable. Except where prohibited by applicable law. Bitter shall 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 rcferonced 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 charges relating to Biller's Debit Account and the automatic debit racility, in accordance with the terms thereof. In addition, with respect to any invoices and/or payments that are processed through the Service, the RiIter's agreements with all such credit card processed, bank card issuer&. ACFI and check processers shalt requite remittance and payment to Invoice Cloud, of all fees and to no other account. Biller shall maintain sufficient funds in the Biker's Debit Account to pay all periodic fees, Chargebacks, ACH rejects, reversals refunds and other fees due hereunder resulting therefrom. 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 fee provided in the Biller Order Form. Invoice Clouds provides to Biller tate products on license. Biller will be fully responsible for all products including without limitation all risk orloss and damage to products while in its possession tlroontrol, save nomtal wear and scar. 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 to manufacturer's spcoifications.. Repair parts and replacement products will be firmished 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 front accident, disaster, unreasonable use, misuse, abuse, customer's negligence, Reset[or's negligence, or non -manufacturer modification of the product. Invoice Cloud reserves the right to examine the alleged defective goods to determine whether dtc warranly is applicable. Without limiting due generality of the foregoing, Invoice Cloud and mamnfacturer specifically disclaims any liability or warranty for goods resold in other than manufacturer's original packages, and for goods modified, aitared, or treated by customers. Service may be obtained by delivering the product during the warranty period as instructed by Invoice 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 or open a new ticket for the swap replacement request. Biller must provide the serial numberefthedeWice 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 535.00 per device. Biller have 14 business days to return to the device that is not working to Invoice Cloud, Inc. 1148 Vickery Lane, Cordova, TN 38016, delivery or postage pre -paid. Failure to return the non -working device may result in additional fees and charges to the Biller. Invoice Cloud shall use reasonable ctTorts to provide the encrypted card reader service in an uninterrupted, continumis fashion. Biller understands and agrees that services may be periodically off line or otherwise inoperable in order for Invoice Cloud to perterm maintenance, install or test soRware, or for other commercially 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 inopemblc as a result or the failure of equipment or services provided to manufacturer by third parties (for example, public or private tolccommumieations services or internet nodes or Ike iIities, oyemlI Internet congestion, unavailability of generic internet services, such as DNS services), and that during such time Services may act 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 even[ of unforeseen network, or equipment failuro, manufacturer will use commercially reasonable efforts to restore the Services in a reasonability prompt fashion, Manufacturer may from tine to time, in its sale discretion, modify the manner in which it provides services, and modify its software and systems, all of which may msuIt in a change in the ruanner in which manufacturer provides the software and systems provided, however, that such modifications and/or changes do not degrade the love] of, or have a material adverse impact upon the features and functionality of the Services. c. EXCEPT AS PROVIDED IN THIS SECTION 6, INVOICE CLOUD AND MANUFACTURER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND INVOICE CLOUD 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 Hit Ier. Biller will be responsible for Ilio following: (i) Providing Invoice Cloud with a static IP address or a specific range of static IF addresses, (ii) Confidentiality of End User's Data. Biller is solely responsible for ensuring the secure transmission of any data that Biller transmits to Invoice Cloud ("BiIler Transmitted Information"), and Invoice Cloud and Manufacturer wi1I have no liability therefore. (provided that manufacturer will use Biller Transiniued Infonnatien ouly for purposes of this Agreement). 13iIler is Invoice Cloud Biller Terms and Conditions (v3.0) solely responsible for implementing security measure, procedures, and standards or any othra best practice available to protect She con rtdcniiality of Biller Transmitted Information, (iii) protecting the confidentiality of any information stared on Killer's servers, and (iv) using the Services in the manner instructed by invoice Cloud manufacinrer and otherwise is the manner intended. e. Network Security. Bilter shall be solely responsible for ensuring that Authorized Biller Employees are not security risks. Upon Invoice Cloud's request, Biller will provide invoice Cloud with any information reasonably necessary for Invoice Cloud to evaluate security issues relating to any Authorized 8 iller 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. 13iIler shall provide Invoice Cloud with physical access to the devices upon request after reasonable advance notice. Biller shall not, nor allow any Third Party to, modify, repair, rclacato, sell, icase. assign, encumber, or otherwise tampw with any of the devices without Invoice Cloud's express written consent. Any change of the location of the dcviccs may warrant that Biller pay invoice Cloud any additional installation and related charges associated with such relocation, charged by Invoice Cloud's third party vandors, AI the end of the term. Biller shall be responsible to re tum all devices, freight prepaid by Invoice Cloud, to Invoice Cloud at the place from which dcviccs was shipped (or as otherwise designated by Invoice Cloud) in as good condition as exists at the corruncneetnent of the harm, reasonable wear and tear, and casualty, in respect thereto excepted. Bilfer 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 exclusively with invoice 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, assigns or attempts to sell or assign devices or any interest tlhcroin, or if Biilcr defaults in any of the covenants, conditions or provisions of tlhis Agreement, it is agreed that Invoice Cloud may immediateiyand with notice take possession ofdevices where found and to remove and keep or dispose of the same and any unpaid fees shall at once become due aihd payable, if any step is takers by legal action or otberwise by Invoice Cloud to recover possession of devices. or otherwise enforce this Agreement or to collect moneys due hereunder Bi[ter shall pay invoice Cloud the equivalent of the at meys expended or charges incurred by Invoice Cloud in such behalr, including reasanablo attorneys fees. p totom/ L- Deputy A City ora ! 1 , i� Invoice Cloud Bitter Terms and Conditions (0.0) 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• • • 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 IF YEAR BUSINESS STARTED 1906 NAME PHYSICAL STREET ADDRESS: 310 W. Elm St (NO PO BOX OR PAID MAIL BOX) 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) 1[ -7i] S MERC T EVER FILED BANKRUPTCY? ]FIF ff YES, WHAT CHAPTER? FILING DATE: EMERGENCE DATE: YES M%02 - 'OWNERS OWNERS MUST PROVIDE• OWNER SIGNING AUTHORIZES INVESTIGATION, TO OBTAIN AND REVIEW THIRD PARTY CREDIT BUREAU REPORTS ON SUCH OWNER. OWNERSHIP DETAILS MUST BE PROVIDED FOR FACH INDIVIDUALTHIS • OR OWNERSHIP SOCIAL SECURITY BIRTHDATE NAME OR OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE ZIP CODE SIGNATURE PERCENT OWNERSHIP SOCIAL SECURITY BIRTHDATE NAME OR OR [TAXIDNUMBER DATE OF INCORPORATION STREET ADDRESS TELEPHONE NUMBER CITY STATE Z!P 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) ® 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) &-v 31/15 Page 1 of 2 Paymentech Contract No. 063576 ®KEY DECISION COMPANY PRESIDENT: Andrew Keys, Deputy City Manager (RESIDENTIAL ADDRESS IS PREFERRED, BUT IF NOT AVAILABLE BUSINESS ADDRESS IS ACCEPTABLE) STREET ADDRESS 11 310 W. Elm St CITY Lodi STATE CA ZIP CODE %240 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) 'MNO 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 IS 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) Andrew Keys TITLE (please print) Deputy City Manager TELEPHONE NUMBER 209-333-6700 EMAIL ADDRESS: akeys@lodi.gov SIGNATURE DATE: 0 �} CERTIFICATION I, the undersigned, being an officer/principal of COL represent and warrant that the statements made on this document are correct and factual. JPMorgan Chase Bank, N.A ("Member") and Paymentech, LLC ("Paymeritech" or "Chase Paymentech") are authorized to conduct any necessary investigation, including without limitation, authorization for a bank to release standard banking information. (Photocopy of signature below is valid for the release of information and will remain valid until the termination or expiration of the Merchant A reemeno NAME (please print) Andrlew Keys TITLE (please print) Deputy City Manager SIGNATURE! l^ r L i- DATES/ (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 PAYMENTECH INTERNAL USE ONLY *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. DWAty C11Y ASWMY ATTEST: NIFER FERRAIOLO City Clerk Page 2 of 2 Paymentech Contract No. 063576 CHASE O" Paymentech SUBMITTER 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. Chun eg backs • 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 Privacy • 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: F & M Bank ABA No.: 121108441 Account No.: 0010001301 Account Name: City of Lodi - Main Reference: INTERNAL PAYMENTECH USE Rev 01/14 Merchant Name: City of Lodi Page 2 of 3 Pa mentech Contract No. 063576 6. &1fln 'o "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: City of Lodi MERCHANT LEGAL NAME (Print or Type) 310 W Elm St, Lodi, CA 95240 Add;*ss (Print or Type) By (authorized signature') By, Name, Title (Print bf Type) C/�*Q 7 Date Agreed and Accepted by: PAYMENTECH, LLC for itself and on behalf of JPMORGAN CHASE BANK, N.A. By: Print Name: David Miller Title: Vice President, Credit Operations Address: 4 Northeastern Boulevard, Salem, NH 03079 Appmed W to 10M INTERNAL PAYMENTECH USE Merchant Name: City of L �NNIFER�- FERRAIOLO City Clerk Rev 0 1/ 14 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi CHASE ! F Paymentech Assumptions Schedule A to Merchant Agreement Annual Payment Transaction Volume 36,000 Average Transaction Amount 9 $302.00 Visa Authorizations 1. Processing Fees - (Fees applIed . - Transaction -- . .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 tine your account incurs one of the below sterns Visa Auth Reversal - Visa authorization reversal misuse prevention 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 Voice Authorization Reversal - Charged for each voice authorization reversal Voice AVS Authorization - Charged per each voice Address Verification Service authorization Voice Operator Assist - Charged for each voice operator assistance Visa, MasterCard, Diners, Discover or JCB Settled Chargeback Processed or Represented Visa, MasterCard, Diners, Discover or JCB Collection, Pre -Arbitration or Compliance See Volume Schedule See Volume Schedule $.50 $.90 $.90 $.90 $1.75 $1.75 $7.00 $10.00 Per Incidence --s — Funding Related ACH Transfer Fee - Charged for each ACH (transmission of funds) sent to your account $.50 Wire Transfer Fee - Per each funding via wire transfer $10.00 Infernal Paymentech Us9�nly_: Rev 04117 Pavmentech Contract No.: 063576 Page 1 of 4 Date: April 14, 2017 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi 3. One Time and Periodic Fees Monthly Paymentech Gateway Fee (per division) I No Charge 4. Other Fee3 Monthly Fax/Mail Reporting Fee - Charged each month Paymentech faxes or mails statements $50.00 (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 Current Market 5. Payment Brand Fees — Assessed on each transaction. The Payment Bands assess fess on each transaction Per Incidence Fees — Miscellaneous Transaction Related referred to herem as Payment Brand Fees consist of interchange Rejected Transaction $.03 Paymentech Gateway Transaction $.01 Point of Sale Terminal Item Authorized $.02 Point of Sale Terminal Item Authorized Wireless $.02 Point of Sale Terminal Item Authorized TCP/IP $.02 Point of Sale Terminal Item Authorized Special/Misc. $.02 Point of Sale Terminal Item Authorized Frame Relay $.02 Point of Sale Terminal Item Authorized Lease Line $.02 Point of Sale Terminal Item Authorized Netconnect TCP/IP $.02 Point of Sale Terminal Item Deposited $.02 Point of Sale Terminal Reject Transaction $.02 3. One Time and Periodic Fees Monthly Paymentech Gateway Fee (per division) I No Charge 4. Other Fee3 Monthly Fax/Mail Reporting Fee - Charged each month Paymentech faxes or mails statements $50.00 (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 Current Market 5. Payment Brand Fees — Assessed on each transaction. The Payment Bands assess fess on each transaction processed through their network(s) These fees, generically fees, assessments. data usage fees, and access fees. referred to herem as Payment Brand Fees consist of interchange Payment Brand Fees - Interchange Fees Paymentech will "pass through" to merchant an amount equal to the applicable interchange rate established by the Payment Brands. Pass -Through MasterCard • • - • • Discover Settled _ • • Pass -Through Visa Acquirer Processing Fee $0.0195 1 $0.0155 internal Paymentecb Use Only: Rev 04117 Paymentech Contract No.: 063576 Page 2 of 4 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 Debit MasterCard Network Access and Brand Usage (NABU) Fee (Charged per Authorization and r$0.01195 $0.0195 per Refund) Discover, Diners, & JCB Card Data Usage Fee $0.0195 1 $0.0195 Payment Brand -s — Access Fees. feelrate established by the PaYMPW Brands . .ur convenience, the C01rent access fees1rates are set foilh bolow. MC Acquiring License Fee* Charged on MasterCard Gross Sales volume. See .004% Additional information under Payment Brand Fees below. •010% MC Digital Enablement/Card Not Present Charged on MasterCard Card Not Present Gross Sales Fee volume. Discover, Diners, or JCB Network Charged by Discover on all authorizations for card $.0025 Authorization Fee transactions that are settled through the Discover Network Charged by MasterCard when a merchant uses the address verification service to validate a cardholder address $.01 MC Auth Access Fee — AVS Card Present MC Auth Access Fee — AVS Card not present $.01 Charged by MasterCard when an authorization is reversed MC Auth Access Fee or the authorization is provided by MasterCard if the card $.005 issuer is not available MC Card Validation Code 2 Fee Charged by MasterCard when a merchant submits the Card $,0025 Validation Code 2 (CVC2) in an authorization reauest MC SecureCode Transaction Fee Charged on MasterCard SecureCode transactions that are $0.03 sent for verification MC Account Status Fee - Intra -regional Charged by MasterCard or Visa when a merchant uses this $.025 MC Account Status Fee - Inter -regional $.03 service to do an inquiry that a card number is valid i 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. Pre Authorization $.045 Final Authorization* *the minimum fee amount for a Final Authorization is $.04 .250% Visa Misuse of Authorization Fee $.093 Visa Zero Floor Limit Fee Charged when a transaction is deposited but never $.20 authorized Applies to Visa Debit and Prepaid transactions that do not Visa Transaction Integrity Fee meet qualification criteria for Custom Payment Service $.10 (CPS) categories. MC Ineligible Chargeback Blocking Fee Charged when a fraud related Chargeback is blocked by $3.00 MasterCard. MasterCard Cross Border Assessment Fee .60% Visa International Service Assessment Fee Charged by MasterCard, Visa, Discover, Diners and JCB on .80% Discover, Diners, & JCB foreign bank issued cards 80% International Service Fee MC International Support Fee .85% Visa Interregional Acquiring Fee (IAF) .45% (other MCC's) Additional fee charged by Visa, MasterCard, Discover, Visa Interregional Acquiring Fee (IAF) Diners and JCB on foreign bank issued cards .90% (high risk MCC's) Discover, Diners, & JCB 50% International Processing Fee Visa Partial Auth Non -Participation Fee Applies to Petroleum merchants using automated fuel $•01 pumps that do not support Partial Authorization. MC Global Wholesale Travel Transaction Applies to Travel merchants for transactions qualifying at the 1.57% Program 1326 Fee MasterCard Commercial Business -to -Business interchange Internal Paymentech Use Only. Rev 04/17 Paymentech Contract No.: 063576 Page 3 of 4 Date: April 14, 2017 Schedule A to Merchant Agreement Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi I category. Visa Global 1326 Virtual Payment Service Applies to Travel merchants for transactions qualifying at the 1.55% I Fee Visa Global 13213 Virtual Payments interchange category. 6. Periodic 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 Pass -Through card is present or not present at the time of the transaction. This fee can vary monthly. 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 $1.25 months activity. 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.chaseoaymentech.comlinterchange and assessment underst_anding.htmi *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 u on Termination In addition to the other amounts due under this Agreement (including without limitation, the fees and charges described in this Schedule A), you may owe an amount in the event you terminate this Agreement. Whether you will owe that amount, and how much you will owe, will be determined in accordance with the terms of the Agreement, including, without limitation, the "Termination" section. Tier 1 First 1,000,000 1 —1,000,000 $.03 .05% $.03 $.10 Tier 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. lniemal Paymentech Use Only: Rev 04/17 Pavmentech Contract No.: 063576 Page 4 of 4 Date: April 14, 2017 Pricing Schedule to Agreement Electronic Check (eCheck) CHASE Op I" Paymentech Merchant Name: Invoice Cloud, Inc. For Transactions for: City of Lodi Pricing Schedule to Agreement Electronic Check (eCheck) Electronic Check (eCheck) Assumptions Annual eCheck Transactions 1. Common Transaction Types 36,000 , 1 Avg eCheck Transaction Amount 1 $302.00 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 See Volume Schedule routing number checks and comparison to Paymentech proprietary internal negative file. Note: Validation also occurs with every deposit transaction in batch at no charge. 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 I 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 $.035 returned for insufficient or uncollected funds can be resubmitted. 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 $5.00 the ACH network. 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 $.04 Returns / Uncollected Funds). 2. Per Incidence Fees — charged every time your account incurs one of the below items 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 RDFT. 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. $.25 $.07 $.75 $.10 Internal Pawnentech Use Only: Rev 01/17 Paymentech Contract No: 063576 Page 1 of 2 Date: April 14, 2017 Pricing Schedule to Agreement Electronic Check (eCheck) For Transactions for: City of Lodi 3. Other.Fees - Merchant Name: Invoice Cloud, Inc. 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, $4.50 R10, R29, R51. This fee is assessed to each unauthorized return received daily as set forth by the ACH network and is a non-negotiable rate. eCheck Annual Volume Schedule Tier Level eCheck Volume Range Per Validation Per eCheck ACH / eCheck Prenote Transaction Volume Transaction Transaction ®First 1,000,000 111 111 1 11 1�1 Next 9,000,11411"V_I I 1111141011im=1 1$.035 - Over 10,000,000 10,000,001 + $.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. ln€emal Paymentech Use Only,, Rev 01/17 Paymentech Contract No: 063576 Page 2 of 2 Date: April 14, 2017 CHASE CO -—Merchant Services • 4 Northeastern Soulevard, Salem, NH 03079.1952 • www.chasepaymentech.com • Phone: (603) 896-6000 • Fax! (603) 896-8715 • Merchant_Services@GInasePaymentech.corn Paymentech Addendum to Application for Merchant Account with Chase Paymentech New Division Request Date: 4/14/17 Company ID#: 63576 Projected Live Date: 7/14/17 Company Legal Name: Invoice Cloud, Inc Contact Name: Robert Lapides Phone #: 781-848-3733 Fax #: 877-256-8330 Email Address: blapides@invoicecioud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Lodi ❑ partially owned 91 affiliate ❑ registered DBA or ❑ other 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. and is a ❑ wholly-owned of the merchant noted above. 1. Please be sure to include the information below for all employees who need to access Transaction History ana Kepon: 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. E Mr. ❑ Mrs. ❑ Ms. Name: Robert Lapides Title: President, GUB Division Phone #: 781-848-3733 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: blapides@invoicecloud.com Does this User require access to: ❑ Transaction History ❑ Report Center 0 Both Account Masking: ❑ First 6/Last 4 Z Last 4 Should this User's access mirror another Users access? ❑ Yes, provide User ID Does this User have an existing User ID? ❑ Yes, provide User ID Mr. 0 Mrs. ❑ Ms. Name: Martha Greer Title: SVP of Operations Phone #: 781-848-3733 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: mgreer@invoicecloud.com Does this User require access to: ❑ Transaction History ❑ Report Center F!] Both Account Masking: ❑ First 6/Last 4 91 Last 4 Should this User's access mirror another Users access? ❑ Yes, provide User ID Does this User have an existing User ID? ❑ Yes, provide User ID • • • • • - o • • • ' o =6110MI V41 MISMIMMA• Rev10/21/2015 i NewDivision/cboo CHASE07' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • wvaw.chasepaymentech.com • Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Raymentech Phone #: 781-353-2415 Fax #: bt t-1-5b-tsssu 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: EE Report Center ❑ None Acco untMaskin7,. ❑ First 6/1-ast 4 R Last 4 Chargeback Contact: (required) MCA eMerchant Chargeback Analyst — one who works the chargebacks) M RA ((Merchant Retrieval Analyst — one . works NOTE: If no contact information is provided below MCAIMRA roles will be asst ned to the IQAIMRRA 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 6/1-ast 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 (FTIY (if new t�anktng 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• • •n (if new banking see New Bank Account Information 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 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com • Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Paymentech f- a,.,i ,t thnnh, .f Al"IAi Rank Accniint i.c re-rrurrPrl) Check only one of the 7 options Settlement Currency in which we will Deposit complete all sections fun• to you (Countryyour below❑ tion #1 [f USo USA A Only Option #2 ❑ CAD CAN B1 and B Option #3 ❑ USD CAN 62 and 63 D3 D4 Option #4 ❑ USD Int'I C1 to C3, D1. D3. D4 (list country funds are being deposited in Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑HKD, Euro Bank or SAME as C1 and/orQ-2 03 ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, presentment/settlement currency ❑ZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑HKD, If DIFFERENT than Settlement C1 andlor C2. C3, D1 ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, Currency andlar D2. D4 ❑ZAR, ❑USD Intl list count funds are being deposited in Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑HKD, CAN 61 to 63, D1. D4 ❑DKK, ❑CHF, ❑NOK, ❑SEK, ❑NZD, ❑ZAR Note: If this request relates to an account not held at JPMorgan Chase Bank, National Association or Chase Bank LISA, National Association, please attach an original voided check (starter check and bank statements not applicable) or a bank letter of verification In order to allow processing of this request. Section A: U.S. Bank Account Information (Select Only One Method of Transfer) Q ACH 1 2 1 1 0 11 14 1 4 1 1 (A13A #) ❑ Wire Transfer (See note below) (Fedwire #) BIC/Swift Transfer (See note below) :7t(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: (66 characters) Bank Account #: 0010001301 Company Name: City of Lodi (as appears on bank account) Financial Institution Name: F & M Bank City: Lodi State: CA Zip/Postal Code: 95240 Country: United States 2 Checking or ❑ Savings CanadianSection B: . Only) B1 Institution Number: EFT Branch Transit Number: B2 BIC/Swift Code: (8 to 11 characters) (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 Rev1 0/21/2015 3 NewDivision/cboo CHASE C/ Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Paymentech Section C: International Final Destination Bank Account Information (Account Where the Funds are Deposited) C1 BIC/Swift Code: (8 to 11 characters) I I I I I I I I— C2 Sort Code: (Required in Great Britain Only) i C3 IBAN/Bank Account # (IBAN required for all Banking located in European Union Countries) Company Name: (As appears on Bank account) Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 characters) Section D: .. • ing/Clearing Account Information (Foi InternationalDeposits going' • • •• not • 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) ProductsSection 8: Please indicate if you will be using any of the following additional services. Please note that some of these services may require an additional contract addendum, registration and/or information if you currently do not have the service. (For information on these services, tease contact your Chase Pa mentech Relationship Manager 1. ❑ Account Updater (Visa, MasterCard and Discover for US and Canada Only, Visa and MasterCard for UK OON): ❑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 MD Secure. MasterCard Assigned ID and a MasterCard assigned 28 alpha/numeric code required) 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) TaxpayerSection 9: . .. for Transaction Division's Taxpayer ID: 94-6000361 Legal Entity Name: Cay of Lodi As shown on our income Tax Return re aired for Canadian divisions if jorocessino.Discover andlor Diners Section1 • • • for •. 1099K Contact Name: -Andrew Keys Email address : akeys@lodi.gov 7-= Contact to receive the 1099K mailing at the address supplied on the W-9, required with W -91s only Section1: Transaction Division Informatioorapproval and transactionprocessing) 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 CP Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Paymenteth Section 10a: Transaction Division Information (ReqUlred for credit approval aiid trarisactiori Processing) The following held 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 (Forall card types with the exception of American Express): C 1 i 1 t y o I f L 1 o 1 d i Customer Service Phone # Customer Service Phone # Re uired for Mail Order, Recurring, and Retail): 2 1 0 1 9 1 - 1 3 1 3 3- A 1 7 1 1 1 7 URL URL is ❑ tional, if phone number is provided above): Internet service providers and ecommerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail- order transactions; URL must only be 13 characters and must contain the top level domain or suffix (example ".com"). ProductlService Description Enterproduct/service information; example: clothing, books, membership, etc.) u t i l 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 Maximum Refund Transaction Amount $ 25000.00 Avg. # Trans. Per Year: 72000 (Settled Only) (Default $25,000 U.S. Dollars or equivalent international currency per transaction) Projected Refund %: 5613 % How will your customer How do you market this Please select the consumer's Please check if provide credit card information product or service? payment option for this applicable: when they order your product (Select only those that apply) division: ❑' Bill Payment or service? ❑ Catalog (Select only one) A Bill Payment transaction is (Select only one) ❑ Direct Mail ❑� Single payments a transaction for an ongoing cycle that is Retail � Internet ❑ Installment payments known and agreed upon in knoservice/billingnna Mail Order ❑ Space Ad ❑ Deferred payments advance by the merchant (Marketing Material Required) ❑ Television ❑ Recurring payments and cardholder. ■ Internet(transactions ❑ Outbound Telemarketing managed by (i.e. membership or Insurance, etc.) (Please complete Internet El Other merchant/submitter) Transactions section) Section1•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 our Account Executive. If Internet, please advise: Can a consumer place their Is the website secure (i.e., will the information that the (Select those that apply) order and provide credit card consumer provides, such as their name and credit card 0 SSL info (or electronic check) via number, be encrypted) so that it can't be read or ❑ SET this website? intercepted by others? ❑ No encryption method 0 Yes or ❑ No EE Yes or ❑ No ' delivery of ...ds and services Do you stock product? ❑ YesANo Do you fill your own merchandise orders? NYes El Do you own the product at the time of sale? XYes ❑ No If no, who is your fulfillment service bureau? Do you provide custom orders at time of sale? ❑ Yes 0 No Do you drop ship the product? ❑ Yes Q No Fulfillment Contact: If yes, what %: Phone #: When will you charge your customer for an order? ❑ Bill Advanced ❑ Bill on Order 0 Bill after Shipment ❑ Bill Arrears ❑ Other: Rev10/21/2015 5 NewDivision/cboo CHASE O ' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com • PaymentechPhone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com 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, lease contact ❑err Chase Pa mentech Relationsifi Maria er ❑O visa W 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 Ex ress(conveyed) American Express Service Establishment # (SE#) Li (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 American Express cardholderstatement)(All other card types use descriptor in Section 5) (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Authorization? How have you been classified as a merchant by American (Please select one of the following options if applicable) Express? (Please select one of the following options if applicable) ❑ Auth and Balance Return ❑ Aggregator ❑ Partial Auth ❑ Petroleum ❑ Both ❑ Neither ❑. Electronic Check Processing Parameter (U.S. and CAD only) Company Name: C i ty o f L o d i Item Description: Preferred Delivery Method: (select only one) How do you obtain authorization from consumers? (Select only one) R Best Possible (U.S. only) ❑ Written consent (U.S. and Canada) ❑ Telephone (U.S. Only) ACH/EFT U.S. and Canada 0 Internet (U.S. Only) Redeposit Parameter: Indicate # of days: p 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 ❑ PlNiess ❑ei71t (Notappllcatrle for retail merchants Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants on) Vl See PIN Based Debit attributes in section T mrinals 5oftwa and PIN Ba Debi ❑ giLCard (U.S. Currency Only, please see your Relationship Manager for further documentation requirements) ❑*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 r/ Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com • Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com Paymentech ❑ Green Dot (U. S. only) ❑ JCB (For Yen only) ❑ International Maestro (Transaction type restrictions may apply below for eCommerce and Recurring transactions) MC 5ecureCode (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 I I I I(16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Redeposit Parameter: Creditor ID (Provide if existing): Creditor ID will be provided by Chase Paymentech if not existing ❑ European Direct Debit For GBP only. (Valid only for GBP currency divisions) Descriptor 1 (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country : UK only S. Indicate # of days: The default is "1" Redeposit Parameter: Indicate # of days: default is "I" Payer Email Address: Note: (Must be a unique email adclress 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 I A I Y I P A L* 18 bytes Primary Contact Name: Email Address: Business Name: (75 character limit and must not contain the following characters &, <, and >.) Customer Service Phone# Primary Sales Venue ❑ eBay ❑ Other Marketplace ❑ Other ❑ My Own Website http: Phone: Avg Trans Price: Avg TransNr: Annual Revenue (Percentage of annual revenue from online sales) Authentication Method: The method by which you (the merchant) will authenticate your customer with PayPal — you must choose only one) ❑ PayPal Direct ❑ Cardinal Commerce Centinel (if Cardinal Commerce, complete the next section): Cardinal Commerce Are you using CommercialWare Software to facilitate vour 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 CHASEMerchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com • Paymenteeh Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com 1. Who will be submitting transactions to Chase Pa mentech? N Merchant ❑ Other Co. Name: Invoice Cloud (i.e. fulfillment co. or ecommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): 2. Will this division utilize? ❑ PayPal/VeriSign ❑ CyberSource — ❑ CyberSource Initiated or ❑ Paymentech Initiated 3. NetConnect Batch and/or Online Authorization? Will you use NetConnect Batch for connectivity? ❑ Yes Will you use NetConnect Online Authorization for connectivity? ❑ Yes NetConnect Contact Name: _ Phone #: NetConnect Email Address: User ID: !f exisin 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 Merchant Time Zone: VT Import (If blank, default will be no auto -settle time) Functionality? To meet 10 p.m. EST Host window, this should be set no later Note: The auto -settle time is based in the ❑ Yes than 8 p.m. to allow Gateway to settle. I merchants time zone. (U.S. time zones only) Profile Management required? ❑ 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? ❑ 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)? ❑ Yes HPP Contact Name: Profile Manacle required required Address: City: State: Zip/Postal Code: Country: Phone #: Email (required): 5. Will you be using the iTerminal? (U.S Retail divisions onl _— 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: ❑ *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 Merchant Time Zone: . (If blank, default will be no auto -settle time) Note: The auto -settle time is bases in the merchants time zone. To meet 10 p.m. EST Host window, this should be set no later than (U.S. time zones only) 8 p.m. to allow Gateway to settle. Maatek Reader needed? ❑ Yes (if Yes, Magtek Readers are purchase only, see Shhoping Details if required) Rev10/21/2015 8 New Division/cboo CHASE C o 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 1. Point -of -Sale Software: POS Software Name: Capture Type: Communication Method: NetConnect Only: (select only one) (select only one) Where is software hosted/configured? ❑ Host Capture ❑ Dial Dial Out Prefix (9,8, etc): (select only one) ❑ Terminal Capture ❑ VPN/Frame ❑ Corporate Location (Default is Host where applicable) ❑ NetConnect (If NetConnect, see next sections) ❑ Division Location NetConnect Only: Contact Name: Phone #: Email Address: 2. 1= ui ment[Terminals Information: (Retail) Purchase/Rental Options: Capture Type: Communication Method: (select only one — see Shippinq Details if required) (select only one) (select only one) ❑ Purchase (U.S. Only) ❑ Host Capture ❑ Dial Dial Out Prefix (9,8, etc): ❑ Rental (U.S. and Canada Only) ❑ Terminal Capture ❑ Wireless ESN/MAN # F-1 Use existing equipment Default is Host where applicable) ( libl) (ESN or MAN numbers needed for programming of existing wireless equipment) ❑ NetConnect (Please see next section If purchase or rental, date needed by: Terminal quantity? Terminal/Equipment Type: for required NetConnect Contact Information) NetConnect Only: Contact Name: Phone #: Email Address: if Chase Mobile Checkout required please re uest a Chase Mobile Checkout Transaction and Re ort Access Form 3. PIN Pad: (Retail) PIN Pad Type and quantity? (for P/N Debit Only) Quantity: Injection - Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? C] Who will be injecting the Encryption Key into your PIN Pad? (select only one — see Shipping Details if required) ❑ Chase Paymentech Solutions ❑ Other -- Vendor Name: 4. PIN Debit: (Applicable to retail merchants only) PIN Debit requires a PIN Pad - please complete PIN Pad section if applicable If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, and CU24) EBT required? ❑ Yes FCS #: (required if 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 Imprirlters: (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 Type of Imprinter required: ❑ With Dater ❑ Without Dater Rev10/21/2015 9 New Division/cboo CHASE! 1 _' Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079-1952 • www.chasepaymentech.com • Paymentech Phone: (603) 896-6000 • Fax: (603) 896-8715 • Merchant_Services@ChasePaymentech.com I, Andrew Keys Deputy City Manager represent and (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. Signer's name must appear as Executive Contact or Financial Contact outlined herein. Signature Date Wimichy AWWWY ATTEST: IVNNIFER FERRAIOLO 'City Clerk Rev10/21/2015 10 New Division/cboo Form W-9 (Rev. 12-2014) Note. If you are a U.S. person and a requester qKw you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S, citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable Income from such business. Further, In certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the sectlon 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 wkhhokling 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 a trade or business in the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and - In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien Individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certaln types of income, you must attach a statement to Form W-9 that specffles 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 lax treaty allows an exemption from tax for scholarship Income received by a Chinese student temporarily present In the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay In the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship Income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certaln payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This Is called "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 Pan II instructions on page 3 for details), Page 2 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 receliving 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 Pan I of Form W-9. a. Individual. Generally, enter the name shown on your tax 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 1040/1040A/1040EZ 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)(IID. 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. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on 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. iForm W-9 (Rev. 12-2014) 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 one 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 "5" For $ 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 code(s) 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. • Corporations 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 on 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 organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(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 Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over $5,0001 1 through 52 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. Page 3 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(f), 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 Form W-9 with "Not Applicable" (or any similar 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)(i) 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 as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(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 Liability 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 SS -5, Application for a Social Security Card, from your local SSA office or get this form online at www,ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS -4 from the IRS by visiting IRS.gov or by calling 1 -800 -TAX -FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S, entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 12-2014) Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third parry 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 The individual 2. Two or more individuals Qoint The actual owner of the account or, account) if combined funds, the first individual on the account' 3. Custodian account of a minor The minor' (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor -trustee' trust (grantor is also trustee) b. So-called trust account that is The actual owner' not a legal or valid trust under state law 5. Sole proprietorship or disregarded The owner' entity owned by an individual 6. Grantor trust filing under Optional The grantor' Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) For this type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner individual 8. A valid trust, estate, or pension trust Legal entity' 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, religious, The organization charitable, educational, or other tax- exempt organization 11. Partnership or multi -member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(1) (8)) ' 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. Page 4 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. 4 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 orTTY/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. CHASEIN STM Government Owned Addendum Paymentech (Municipal Utilities, Municipalities, Gov't Agencies) Rev. GOV 08/2018 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.lodi.gov Authorized Representative I, the undersigned, certify: • that I am an officer or other authorized representative of the Merchant ("Authorized Representative") and • that I am duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • that I am duly authorized to submit this Addendum and all information contained herein on behalf of the Merchant. Authorized Representative: By submitting this Addendum, Merchant, through the undersigned Authorized Representative • represents and warrants that the person submitting this Addendum is duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements. • represents and warrants that all information contained within this Addendum is true, complete and not misleading. Andrew Keys X WSOPDI-) Signature Print Name Date Ap md ISM !D &M = '-i(- r+ Debut Clry ►tt"Y Page 1 of 1 ATTEST: 4ityNIFER . FERRAIOLO Clerk Fiservdnvoice Cloud Needs Analysis Biller/Company Name Payment Types (utilities, insurance, Effective Date City of Lodi cable, taxes, etc) 4/14/17 Utilities debit of reversals BILLER CONTACT INFO: Name Title Phone/email 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 -Water City of Lodi -Sewer City of Lodi -Sewer & Water — A k—,\, Reversals will go thru Invoice Cloud as data file with debit to merchant DDA Bank Settlement Info Bank Name Routing # Account # — for settlement and — A k—,\, MC)\w� debit of reversals , -_� Account Number Information How many characters are in each account number? Are account numbers: 4 Numeric ❑ Alpha -numeric Please list all of the acceptable account masks (i.e. ###, ##-#, ###.#) : Does anything need to be removed from the account number fe.g. dashes spaces, etc...)—? Yes No If yes, 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: CITY COUNCIL DOUG KUEHNE, Mayor ALAN NAKANISHI, Mayor Pro Tempore MARK CHANDLER BOB JOHNSON JOANNE MOUNCE June 21, 2017 CITY OF LODI MasterCard International Incorporated 2200 MasterCard Boulevard O'Fallon, MO 63368-7263 CITY HALL, 221 WEST PINE STREET P.O. BOX 3006 LODI, CALIFORNIA 95241-1910 (209) 333-6702 / FAX (209) 333-6807 www.lodi.gov_ eitvalerk0,Iodi.aov Attention: RPPS Business Implementations STEPHEN SCHWABAUER City Manager JENNIFER M. FERRAIOLO City Clerk JANICE D. MAGDICH City Attorney 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: 121108441 Account Number: 0010001301 Name of Financial Institution: F & M BANK Address Line #1: 121 W. Pine St Address Line #2: CA City: Lod State: CA ZIP Code: 95240 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 RESOLUTION NO. 2020-249 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT FOR ONLINE, MOBILE, AND INTERACTIVE VOICE RESPONSE UTILITY SERVICES WITH INVOICE CLOUD, OF BRAINTREE, MASSACHUSETTS, THEREBY EXPANDING THE SCOPE OF SERVICES, EXTENDING THE TERM, AND INCREASING THE ESTIMATED AUTHORIZED AMOUNT WHEREAS, the City processes and collects all payments for utilities, parking permits, general invoices, reconnection fees, and deposits; and WHEREAS, Invoice Cloud is our current provider for online, mobile, and interactive voice response services; and WHEREAS, Invoice Cloud is compatible with the City's current software system to process payments; and WHEREAS, staff recommends that the City Council authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Invoice Cloud to add additional services to meet other payment types that cannot currently be paid online, extend the term of the agreement to May 31, 2023, and increase the estimated authorized contract amount to $1,155,600 payable over the next three years. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 1 to the Professional Services Agreement with Invoice Cloud, of Braintree, Massachusetts, for online, mobile, and interactive voice response utility services, thereby expanding the scope of services, extending the term of the agreement to May 31, 2023, and increasing the estimated authorized amount to $1,155,600 payable over three years, with the actual cost based on the number of transactions; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: November 4, 2020 I hereby certify that Resolution No. 2020-249 was passed and adopted by the City Council of the City of Lodi in a regular meeting held November 4, 2020, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Nakanishi, and Mayor Kuehne NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mounce ABSTAIN: COUNCIL MEMBERS — None (JENNIFER CUSMIR City Clerk 2020-249