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HomeMy WebLinkAboutRESPONSE - RFP - 7363 ELECTRONIC PAYMENT PROCESSINGFD1 PayPros® is a registered trademark of Payment Processing, Inc. RFP for: The City of Fort Collins, RFP or RFI #: _7363 Electronic Payment Processing Administrative Support and Customer Service: • PayPros has Toll -free, in-house technical support and help desk services with dedicated specialists available to help you 24/7/365. Resolution or plan of action will be provided within 2 hours of initial contact. There is no fee for this service. • PayPros will provide the City of Fort Collins a single corporate number, along with a sub merchant number for each location. There is no fee for setting up the merchant account numbers or penalty for closing the merchant account number. • PayPros Inc will provide a single point of contact for both authorization and settlement of transactions. • PayPros will provide support for installation, configuration, testing, validation, training and on -going technical assistance for transaction processing and gateway service with the help of our Development Services team and Technical Support team for free of charge. • The reporting tools available from PayPros that are free of charge are Resource Onli ne, elDS, Client Line and Business View. All of which can be accessed through the internet. The reporting tools are updated on a daily basis and reports can be pulled daily, weekly, monthly or annually. Access is available 24/7/365. Reporting contains complete detail necessary for reconciling. Online Reports Available: Daily Report Review Recap Summary Batch Summary Batch Exception All Transactions Card Type Summary Transaction Research Card Number Search Card Number History Authorization Search Qualification Summary Non -Qualified Transactions Qualified Transactions Settlement Review Settlement Summary Settlement Summary Select Settlement Fees Summary Settlement Fees Detail Deposit Rejection Financial Adjustments Retrieval Review Outstanding Retrievals Expired Retrievals Fulfilled Retrievals Chargeback Review Exceptions Summary Dispositions Reversals Denied Reversals Representments Pending Chargebacks Statements Monthly Merchant Statement • Statements are delivered by mail and electronically. You may choose not to receive paper statements which improves the environment, saves trees, no impact on landfills and is redundant. They are generally available by the 3rtl day of each month. Chained or individual merchant account statements are available. If delivered regular mail, statements typically received within the first week of the month. • Reports are available online for 12 months and transaction detail for 6 months. Reports can be downloaded at your convenience. • Merchant numbers can be reported individually or "rolled up" based on the customer's request. You can customize reports within Resource Online or Client Line and choose to have them delivered to you via email for the time and dates you select. • You can customize reports and choose to have them delivered to you via email for the time and dates you select. There is no additional cost for this service. • Please view the Resource Online Demo at: htto://roldemo.chasepaymentech.com/ Client Line Demo: https://www.myclientline.net/publicS/cirp/training/demo.asp • PayPros can provide electronic files that allow for extraction or export into the City's financial system, JD Edwards or other enterprise data base applications. • PayPros can allow for recurring billing by securing and encrypting customer account information. Through tokenization and Manage Payer Data (MPD) we can keep credit card data secure from point to point without putting card data in the clear. • The City of Fort Collins will have an assigned account representative to help resolve banking and processing issues. Customer Support and Technical Support are also available 24x7x365. • In the event that PayPros is sold or acquired, the terms of the agreement with the City of Fort Collins and Paypros' covenants, warranties, and obligations would be assumed by the purchaser. Since the very essence of the value of Paypros would include the value of the revenue stream generated by its merchant processing agreements, including the one with the City of Fort Collins, the purchaser would desire an assignment of all PayPros' merchants processing agreements, if not outright require it. • Should PayPros cease business operations for any reason, the merchant processing agreement would be assumed by First Data Merchant Services ("FDM S") under terms of both PayPros' processing agreement with FDMS as well as under the terms of the merchant processing agreement with the City of Fort Collins to which FDMS is also a party. Fraud and Loss Prevention: • PayPros proactively provides Complete Risk and Fraud Monitoring including Fraud Watch Services which constantly monitor your transactions and follow up with you to advise and assist in questionable or f raudulent transactions. This service is free of charge. • PayPros is PCI Compliant. We are listed on page 59 on Visa's website and a copy of our certification is attached. (Attachment/) http://usa visa com/download/merchants/cisp-list-of-pcidss-compliant-service- providers.pdf. • PayPros manages a full service PCI Compliance Validation Program for our merchants that provide scanning and self assessment services. All merchants receive periodic email and statement notifications on how to get started and complete the program. Our partner ASV firm authorized by the card brands and the PCI Security Standards Council conducts phone and email follow-ups to facilitate our merchant's progress in the program and subsequent PCI DSS validation. Merchants who successfully validate and maintain PCI DSS validation may be eligible for our security breach reimbursement guarantee. • All PayPros networks, systems, and IT infrastructure are purpose built and configured for maximum security and our compliance validation as a level 1 PCI DSS Service provider. Security measure to secure and protect PayPros includes virtual private networks and two factor authentication security controls. Merchant access to the payment networks is controlled by an encrypted token that permits only secure access by the merchant's software application to the payment gateway environment necessary for payment card processing. • All Internet Ecommerce transactions are fully encrypted using AES 256 grade encryption over SSL (secure sockets layer version 3) • PayPros operates internal security and operational controls in key departments and functions to ensure security and compliance with our stated information security policies and procedures. Controls include full background checks and active monitoring of IT assets including employee corporate laptops, email and other mission critical IT platform systems. Merchants are otherwise responsible and hold liability for fraudulent activities on merchant owned and operated systems that result in the compromise of payment card account data. Payment card brands and acquiring ban ks reserve the right to compel a compromised merchant to undertake a forensic examination in the event that an association member or card issuer submits a member alert and the merchant has been found to be a common purchase point for compromised payment card account data. • PayPros provides risk monitoring tools and hands on training for free of charge. • All of our systems are implemented to reduce any downtime impact. All systems are either part of a cluster so a single failure will not impact them or have a warm stand-by that can take it's place should a problem occur. Should a catastrophic failure (earthquake, fire, flood, etc.) occur we have a completely redundant site that can take over. Our Backups system takes a full backup every week, with incremental daily backups done every day. Live replication of data is done with our Disaster Recovery site, so loss of data during a major event will be minimal at most. • We run a fully redundant set of servers in a co -location center in Toronto, Ontario, Canada with which we perform live replication. Because testing of this site requires the replication to be halted while testing occurs, we test twice a year. Fees/Costs/Penalties: • Competitive pricing will be provided to the City of Fort Collins with no hidden costs. All of our rates and fees are outlined in the attached Pricing Schedule and Schedule A. (Attachment 11) • PayPros will not charge you to utilize our state of the art gateway (PayMover V2 or Innovo V3). Access is free of charge to you as a valued customer. • PayPros does not charge for application processing, setup, i nstallation and testing customer and administrative services. Please see attached contract which outlines the terms and conditions. (Attachment lll) • PayPros will deposit funds into the City of Fort Collins depository bank account within 24-72 hours of settlement. • Penalties are explicitly disclosed within the contract terms and conditions. (Attachment /ll) • PayPros will provide flexible, competitive card present and card not present fees. The pricing program that the City of Fort Collins is currently on is the Interchange Plus Pricing Program. This is the best pricing program available as the cost of processing the cards is simply passed on to you. Please see the attached Schedule A for a list of the fees being assessed by PayPros. (Attachment ll) Implementation: New applications are processed in 5 to 7 business days. However, if we need to rush an application through for unforeseen reasons, we can typically have the new application processed in 2 to 3 business day s. PayPros Merchant Account Implementation process is relatively easy and straightforward: Merchant application received at PayPros, submitted to Underwriting for evaluation, risk assessment, and contract validity. 2 hour first decision SLA. Approved accounts forwarded to Data Entry, banking systems boarding. 24-48 hour SLA.. Within 24 hours banking systems are updated and merchant account activated. Merchant POS equipment configured, tested and deployed. 24-48 hour SLA. Merchant installed and POS functionality trained Minimum Requirements to Propose: • A Green VERIBANC Inc rating if applicable • Total assets of at least $2 billion • Capital ratios indicating the proposer is at least adequately capitalized. • Approval as an Eligible Public Fund Depository by the Colorado State Banking Board • Provide information from a third party that verifies your credit standing and the financial ability to provide services to the City. The City cannot enter into a contract with proposers that do not meet the minimum criteria outlined above. Proposers that do no t currently meet the minimum criteria but desire to submit a proposal must include a written Justification for Consideration. A written Justification for Consideration does not obligate the selection committee to consider the proposal of a bank that does not meet the minimum criteria. Designation as an eligible public depository by the State Banking Board cannot be waived. Credit Card Receipt Processing: • PayPros will provide the City of Fort Collins the ability to accept credit cards and complete set up of new locations as needed. Exhibit B Insurance Certificate AC98Q.. CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDM 4/4/2012 PRODUCER KAPPAUF INSURANCE AGENCY 1908 S El Camino Real San Clemente, CA 92672 (949)492-1930 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAICM INSURED PAYMENT PROCESSING INC 8200 CENTRAL AVENUE NEWARK, CA 94560 800 774 6462 INSURER A HARTFORD INSURER B INSURER C: INSURER D: INSURER E THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUOY PERIOD INDICATED. NOTNTHSTANDING ANY REQUIREMENT, TEAM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT PATH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUOIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAD CWMS. POLICY GTIVE POLICY EXPIRATION TYPE DF INSURANCE POLICY NUMBER DATE MMIDMIDD DATE M D LIMITS GENERAL UABIUTY EACH OCCURRENCE 5 1 000 1 000 PREMISES (Ea orm IT $ 300 000 X COMMERCIAL GENERAL LIABUTY MED EXP(Any one person) $ 10 000 CWMSMADE CI ODOUR PERBONALaAESPLUS, 1,000,000 A Y 72 UUN TQ0832 12/18/11 12/18/12 GENERAL AGGREGATE f 2,000,000 GEM AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP ADS f 2,000,000 PRD- X I POLICY ElJ CT LOG AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Eeparaenn ANY AUTO ALL OMED AUTOS BODILY INJURY $ (Per permn) SCHEDULED ATTICS BODILY INJURY A X HIREDADTDS 72 UUN TQ0832 12/18/11 12/18/12 fPer ectiaenp s X NONiW FD AUTOS PROPERTY DAMAGE $ (Peremeenp GARAGE UAMUTY AUTO ONLY -EA ACCIDENT $ THAN EA AGO $ ANYA".OTHER $ AUTO ONLY. ADS EXOESSNM(I LABIUTY EACH OCCURRENCE $ 6 000 000 AGGREGATE f 6,000,000 X' OCCUR CI CLAIMS MADE 72 RHU TQ0369 12/18/11 12/18/12 $ A DEDUCTIBLE $ X RETENTION $ 10,000 WC STATU OT& WORKERS COMPENSATION ANO TCRY LIMITS ER E.L EACH ACCIDENT $ EMPLOYERSUABILITY E L DISEASE - EA EMPLOYEE $ IPPRr .ae cxaui[m E.L. DISEASE -POLICY LIMIT f Ilya, EecvRe under SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED PER ATTACHED POLICY DOCUMENTS. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF FORT COLLINS DATE THEREOF, THE ISSUING INSURER HILL ENDEAVOR TO MAIL 10 DAYS MITTEN PURCHASING DIVISION NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SH4L P . O . BOX 580 FORT COLLINS, CO 80522 IMPOSE NO OBLIGATION OR LIABILITY OF ANY GND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE V ACORD 25 (2001108) © ACORD CORPORATION 1988 necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability. such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements. or b. The conditions set forth above. or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION 11 — WHO IS AN INSURED 1. If you are designated in the Declarations as: a a. An individual you and your spouse are insureds.. N but only with respect to the conduct of a business of which you are the sole owner. o b. A partnership or joint venture, you are an insured. r Your members, your partners, and their spouses ` are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds. but only with respect to their duties as your officers or directors. Your stockholders are _ also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds. but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees and Volunteer workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees". other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company). but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you. to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-" employee" while in the course of his or her employment or performing duties related to the conduct of your business. or to your other "volunteer workers" while performing duties related to the conduct of your business: (b) To the spouse, child, parent, brother or sister of that cc -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above'. (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above. or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers". any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property, and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 00 01 06 05 Page 9 of 18 Payment Processing, Inc., a California Corporation (PayPros) Payment Processing, Inc. (PayPros) is a privately held, employee -owned company incorporated in the state of California with headquarter offices located at 8200 Central Avenue, Newark, CA 94560. It was founded in March 1995 as a sister company to ICVerify and was spun off in 1996 to become its own independent company. In addition to the home office, PayPros has regional offices around the US and Canada and currently employs 143 team members in all. PayPros is the industry leader in integrated payment processing and was recently named to Deloitte's prestigious Technology Fast 50 for Silicon Valley, ranking us among the top 50 fastest growing software and information technology companies in the region. PayPros partners with point of sale software developers to provide merchants with efficient, cost-effective integrated payment processing solutions. In addition to cutting -edge payment technology, PayPros also provides merchants with one -call technical and administrative support 24R/365, and merchant services that are far superior to what a bank can offer. Learn m ore at www.paypros.com/company.asp. Payments Leadership —Today & Tomorrow That commitment to taking care of our partners continues to this day. When you work with PayPros you won't find a "pass the buck" mentality; our people are payments experts and we're here for you every single day. We're constantly striving to delight our partners with exciting new ways to generate revenue, reduce overhead and ease the process of accepting card -based payments. As an Inc. 5000 "Fastest Growing Private Company" for three consecutive years (2008-2010), we're growing, as is our ability to serve you. Although more than 1,500 developers and resellers choose to partner with PayPros —and over 45,000 businesses across every imaginable industry process with us —you'll find that our people have one concern abo ve all others ... Your satisfaction. In the past two years, we have launched new ACH programs, E-invoicing, Managed Payer Data, encrypted swipe, and full service Discover. All of these programs are implemented and available for use today. PayPros is a registered ISO/MSP of Wells Fargo Bank, N.A., Walnut Creek, CA. This relationship allows us to offer competive pricing and excellent service to our merchants. have all your rights and duties under this Coverage Pall. e. Unnamed Subsidiary .Any subsidiary, and subsidiary thereof. of yours which is a legally incorporated entity of which you own a financial interest of more than. 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock. will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period. whichever is earlier: b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization: and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment: or b. "Properly damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge. any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured. but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However. no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft: or b. "Properly damage" to property owned by, rented to. in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract. written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However. no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by US and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or '.property damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement: Page 10 of 18 HG 00 01 06 05 (b) Any express warranty unauthorized by you:. (c) Any physical or chemical change in the product made intentionally by the vendor, (d) Repackaging, except when unpacked solely for the purpose of inspection. demonstration. testing. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container. (e) Any failure to make such inspections. adjustments. tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of businessin connection with the distribution or sale of the products: (f) Demonstration. installation. servicing or repair operations. except such operations performed at the vendor's premises in connection with the sale of the product:. (g) Products which. after distribution or sale by you, have been labeled or relabeled or used as a containerpart or ingredient of any other thing or substance by or for the vendor or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However. this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f), or (ii) Such inspections. adjustments. tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products. or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily Injury". "property damage' or "personal and advertising injury" caused. in whole or in part. by your maintenance, operation Of use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any 'occurrence" which takes place after the equipment lease expires. HG 00 01 06 05 c. Lessors of Land or Premises Any person or organization from whom you lease land or premises. but only with respect to liability arising out of the ownership. maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any 'occurrence' which takes place after you cease to lease that land: or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect. engineer. or surveyor. but only with respect to liability for "bodily injury". "property damage' or "personal and advertising injury" caused, in whole or in part. by your acts or omissions or the acts or omissions of those acting on your behalf. (1) In connection with your premises: or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds. the following additional exclusion applies: This insurance does not apply to "bodily injury'. "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you. including: 1. The preparing. approving, or failing to prepare or approve, maps, shop drawings. opinions. reports, surveys, field orders, change orders or drawings and specifications: or 2. Supervisory, inspection. architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) 'Bodily injury", "properly damage" or "personal and advertising injury arising out of operations performed for the state or municipality; or (2) 'Bodily injury" or "property damage" included within the "products -completed operations hazard". Page 11 of 18 f. Any Other Party Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury "property damage" or "personal and advertising injury" caused,. in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. (1) In the performance of your ongoing operations: (2) In connection with Yom premises owned by or rented to you: or (3) In connection with "your work" and included within the "products -completed operations hazard". but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured: and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury". "property damage" or "personal and advertising injury" arising out of the rendering of. or the failure to render, any professional architectural. engineering or surveying services. including: (1) The preparing.. approving, or failing to prepare or approve, maps, shop drawings, opinions, reports. surveys, field orders, change orders or drawings and specifications. or (2) Supervisory. inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III — Limits Oflnsurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds: b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard": and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury' and "property damage" included in the "products -completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal andadvertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3, above. whichever applies. the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire. lightning or explosion. while rented to YOU or temporarily occupied by you with permission of the owner. In the case of damage by fire. lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above. the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 Exhibit C Confidentiality IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City") pursuant to this Agreement (the "Agreement"), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City , or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not lim ited to customers and suppliers of the City) . The Service Provider shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or sum maries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Exhibit D Contract Sum Card Type Interchange Program Rate % Per Item Fee $ MC Foreign Electonic Plus (US Acquirer) 1.65% $0.00 MC Foreign Standard Plus (US Acquirer) 2.15% $0.00 MC Cash Advance 0.00% $2.05 MC Foreign Cash Advance 0.09% $3.60 MC Merit III 1.58% $0.10 MC World Card Cash Advance 0.00% $2.05 MC IMerit 1 1.89% $0.10 MC Merit III Passenger Transport 1.58% $0.10 MC Passenger Transport 1.75% $0.10 MC Merit I Passenger Transport (Airline) 1.89% $0.10 MC Standard Passenger Transport 2.95% $0.10 MC Merit I Passenger Railway 1.89% $0.10 MC Supermarket 1.48% $0.10 MC Quick Pay Merit 1 1.89%1 $0.10 MC Merit I (MOTO) 1.89%1 $0.10 MC Public Sector 1.55%1 $0.10 MC Canada Intracountry 1.72%1 $0.00 MC Puerto Rico Intracountry Electronic 1.30%1 $0.00 MC Petroleum Base 1.90% $0.00 MC lPetroleum Base CAP 0.00% $0.95 MC Warehouse Base Non -fuel 0.90% $0.00 MC Bill Payments Merit I Real Estate 1.10% $0.00 MC Convenience Purchases Base 1.90% $0.00 MC Merit III -Tier 1 1.43% $0.10 MC Merit III - Tier 2 1.48% $0.10 MC Merit Ill - Tier 3 1.55%1 $0.10 MC Quick Pay Merit III 1.58% $0.10 MC Interregional Electronic (Non US Acquirer) 1.10% $0.00 MC Interregional Standard (Non US Acquirer) 1.60% $0.00 MC Warehouse - Tier 1 0.60% $0.00 MC Supermarket - Tier 1 1.07% $0.05 MC Diners Electronic Interchange 2.00% $0.00 MC Diners Standard Interchange 2.50% $0.00 MC Supermarket -Tier 2 1.15% $0.05 MC Supermarket - Tier 3 1.22% $0.05 MC Utility Credit 0.00% $0.65 MC World Utility 0.00% $0.65 MC TIPS - Lodging 1.58% $0.10 MC TIPS -Vehicle Rental 1.58% $0.10 MC TIPS -Cruise Lines 1.58%1 $0.10 MC Merchant UCAF 1.58% $0.10 MC Full UCAF 1.68% $0.10 MC World Merchant UCAF 1.77% $0.10 MC World Full UCAF 1.87% $0.10 MC World Card - Lodging 2.309/. $0.10 MC lWorld Card -Vehicle Rental 2.30% $0.10 MC World Card - Pass Trans 2.30% $0.10 MC World Card - Other 2.30% $0.10 MC World Elite Utilities 0.00% $0.75 MC Emerging Markets 0.80% $0.25 MC Services Industies (SIIP) 1.15% $0.05 MC World MC Supermarket Base 1.58% $0.10 MC World MC Supermarket Tier 1 1.07% $0.05 MC World MC Warehouse Base 0.90% $0.00 MC World MC Warehouse Tier 1 0.60% $0.00 MC World MC Public Sector 1.55% $0.10 MC World MC Restaurant 1.73% $0.10 MC World MC Service Industries 1.15% $0.05 MC Key Entered 1.89% $0.10 MC Consumer Credit Refund 1 2.42% $0.00 MC Consumer Credit Refund 2 2.09% $0.00 MC E-Comm Merch UCAF (Non US) 1.44% $0.00 MC E-Comm Full UCAF (Non US) 1.54% $0.00 MC E-Comm Merch UCAF (US Loc) 1.99% $0.00 MC E-Comm Full UCAF (US Loc) 2.09% $0.00 MC Merit I Electronic Commerce 1.89% $0.10 MC Issuer Chip - LAC 1.20% $0.00 MC Acquirer Chip - LAC 1.00%1 $0.00 MC Interregional Elect Plus -Diners 1.65%1 $0.00 MC Interregional Stnd Plus -Diners 2.15% $0.00 MC World MC Standard 2.95% $0.10 MC World MC Merit 1 2.05% $0.10 MC World MC Key -Entered 2.05% $0.10 MC World MC Merit III 1.77% $0.10 MC World MC Merit III Tier 1 1.53% $0.10 MC World MC Convenience Purchases Base 2.00%1 $0.00 MC Consumer Credit Refund 3 1.95%1 $0.00 MC Consumer Credit Refund 4 1.82%1 $0.00 MC Consumer Credit Refund 5 1.73% $0.00 MC Commercial Standard - Bus 2.95% $0.10 MC Commercial Credit Refund 1 2.37% $0.00 MC Commercial Credit Refund 2 2.30% $0.00 MC Commercial Credit Refund 3 2.21% $0.00 MC Commercial Credit Refund 4 2.16% $0.00 MC Commercial Standard Corp 2.95% $0.10 MC Commercial Standard Fleet at Fuel 2.95% $0.10 MC Business Enhancded Value Data Rate II Petroleum 2.179/ $0.10 MC Canada Intra Country Commercial 2.00% $0.00 MC World Merit III Tier 2 1.58% $0.10 MC World Merit III Tier 3 1.65% $0.10 MC lWorld Supermarket Tier 2 1.25% $0.05 MC World Supermarket Tier 3 1.32%1 $0.05 MC Business Enhanced Value Face-to-face Petroleum 2.17%1 $0.10 MC Commercial Standard Purch 2.95% $0.10 MC Warehouse 0.90% $0.00 MC World Bill Payments Merit I Real Estate 1.10% $0.00 MC Commercial Face to Face Purch 2.10% $0.10 MC Commercial Data Rate I Purch 2.65% $0.10 MC Commercial Data Rate II Purch 2.10% $0.10 MC Commercial Data Rate III Purch 1.90% $0.10 MC Business Enhancd Value Data Rate 1 2.77% $0.10 MC Commercial ME I Fleet 2.70% $0.00 MC Commercial Large Ticket II Purch 1.35% $40.00 MC Commercial Warehouse Purchase 0.90% $0.00 MC Commercial Large Ticket III Purch 1.35% $40.00 MC Commercial Lg Tkt / DR III Punch 1.35% $40.00 MC Commercial ME II Fleet 2.55% $0.10 MC Commercial Data Rate I Fleet 2.65% $0.10 MC Commercial Data Rate II Petroleum Fleet at Fuel 2.05% $0.10 MC Commercial ME III Fleet 2.50% $0.10 MC Commercial Large Ticket Fleet 1.25% $40.00 MC Commercial T&E I Airline - Fleet 2.70% $0.00 MC Commercial Large Ticket II Fleet 1.25%1 $40.00 MC Commercial ME II Airline - Fleet 2.55%1 $0.10 MC Commercial ME III Airline - Fleet 2.50%1 $0.10 MC Commercial Large Ticket III Fleet 1.25% $40.00 MC Commercial Face to Face Bus 2.20% $0.10 MC Commercial Data Rate I Bus 2.65% $0.10 MC Commercial Data Rate II Bus 2.20% $0.10 MC Commercial Data Rate III US Bus 1.80% $0.10 MC Commercial ME I Bus 2.50% $0.00 MC Commercial Large Ticket II Bus 1.25% $40.00 MC Commercial Warehouse Bus 1.90% $0.00 MC Commercial Large Ticket III Bus 1.25% $40.00 MC Commercial LgTkt/DR III Bus 1.25% $40.00 MC Commercial T&E II Bus 2.35% $0.10 MC Commercial T&E III Bus 2.30% $0.10 MC Commercial Data Rate II (Inter) Punch (US Merchant) 2.25% $0.00 MC Commercial Large Ticket (Inter) Purch (US Merchant) 1.45% $30.00 MC Business Enhanced Value Data Rate III 1.92% $0.10 MC Commercial Purchasing (Inter) Purch (US Merchant) 2.55% $0.00 MC Commercial Face to Face Corp 2.10% $0.10 MC Commercial Data Rate I Corp 2.65% $0.10 MC Commercial Data Rate II Corp 2.10% $0.10 MC Commercial Data Rate III US. Corp 1.90% $0.10 MC Business Enhanced Value face -to -Face 2.32% $0.10 MC Commercial T&E I Corp 2.50% $0.00 MC Commercial Large Ticket 11 Corp 1.350. $40.00 MC Commercial Large Ticket (Inter) Fleet (US Merchant) 1.45% $30.00 MC Business Enhanced Value Large Ticket 1 1.37% $40.00 MC Commercial Purchasing (Inter) Fleet (US Merchant) 2.55% $0.00 MC Commercial Warehouse Corp 0.90% $0.00 MC Commercial Large Ticket III Corp 1.35% $40.00 MC Commercial Lg Tkt / DR III Corp 1.25% $40.00 MC Commercial T&E II Corp 2.25% $0.10 MC Commercial T&E III Corp 2.20% $0.10 MC Commercial Data Rate II Petroleum Bus 2.05% $0.10 MC Commercial Data Rate II Petroleum Corp 2.05% $0.10 MC Comm. Data Rate II Petroleum Purch 2.05% $0.10 MC Business Enhanced Value Large Ticket II 1.37% $40.00 MC Commercial (Inter) Business (US Merchant) 2.55% $0.00 MC Business Enhanced Value Large Ticket III 1.37% $40.00 MC Puerto Rico Intra Commercial 1.85% $0.00 MC Puerto Rico Intra Commercial. Purchase 1.85% $0.00 MC World Petroleum Base 2.00% $0.00 MC World Petroleum Base CAP 0.009/. $0.95 MC Commercial Large Ticket Rate I MPG 1.20% $40.00 MC Commercial Large Ticket Rate 11 MPG 0.90% $40.00 MC Commercial Large Ticket Rate III MPG 0.70% $40.00 MC Commercial Warehouse Tier 1 0.60% $0.00 MC Business Enhanced Value Large Ticket I MPG 1.20%1 $0.00 MC Commercial Warehouse Fleet 0.90% $0.00 MC Puerto Rico Intracountry Premium Standard 1.85% $0.00 MC Business Enhanced Value Large Ticket III MPG 0.90% $0.00 MC Private Label 1.68% $0.00 MC Commercial Face to Face Fleet at Non Fuel 2.50% $0.10 MC Commercial Data Rate II Fleet at Non Fuel 2.50% $0.10 MC Business Enhanced Value Large Ticket III MPG 0.70% $0.00 MC Commercial Face to Face Petroleum Bus 2.05% $0.10 MC Commercial Face to Face Petroleum Corp 2.05% $0.10 MC Comm. Face to Face Petroleum Purch 2.05% $0.10 MC World Elite Standard 3.25% $0.10 MC World Elite Merit 1 2.50% $0.10 Mc World Elite Key Entered 2.50% $0.10 MC World Elite Merit III 2.20% $0.10 MC World Elite Merit III Tier 1 2.05% $0.10 MC World Elite Merit III Tier 2 2.10% $0.10 MC World Elite Merit III Tier 3 2.15% $0.10 MC World Elite Convience Purchases Base 2.00% $0.00 MC World Elite Supermarket Base 1.90% $0.10 MC World Elite Supermarket Tier 1 1.07% $0.05 MC World Elite Supermarket Tier 2 1.25% $O.OS MC World Elite Supermarket Tier 3 1.32% $0.05 MC World Elite Warehouse Base 0.90% $0.00 MC World Elite Warehouse Tier 1 0.60% $0.00 MC lWorld Elite Service Industries 1.15% $0.05 MC lWorld Elite Public Sector 1 1.55%1 $0.10 MC World Elite Restaurant 2.20% $0.10 MC World Elite TM -Lodging 2.75% $0.10 MC World Elite Merchant UCAF 2.20% $0.10 MC World Elite Full UCAF 2.30% $0.10 MC World Elite Airlines 2.30% $0.10 MC World Elite -Vehicle Rental 2.75% $0.10 MC lWorld Elite- Other 2.75% $0.10 MC World Elite Petroleum Base 2.00% $0.00 MC World Elite Petroleum Base CAP 0.00% $0.95 MC World Elite T&E Large Ticket 2.00% $0.00 MC World Commercial Face -to -Face Bus 2.37% $0.10 MC Business Enhanced Value Standard 3.07% $0.10 MC World Commercial Standard Bus 3.12% $0.10 MC World Commercial Data Rate III Bus 1.97% $0.10 MC World Commercial Data Rate II Bus 2.37% $0.10 MC World Commercial Data Rate I Bus 2.82% $0.10 MC World Commercial T&E Rate II Bus 2.52% $0.10 MC World Commercial T&E Rate I Bus 2.67% $0.00 MC World Commercial T&E Rate III Bus 2.47% $0.10 MC World Commercial Warehouse Base Bus 0.90% $0.00 MC World Commercial Large Ticket II Bus 1.42% $40.00 MC World Commercial Large Ticket III Bus 1.42% $40.00 MC World Elite Commercial Face -to -Face Bus 2.429/ $0.10 MC Business Enhanced Value T&E Rate 1 2.62% $0.00 MC World Elite Commercial Standard Bus 3.17% $0.10 MC lWorld Elite Commercial Data Rate III Bus 2.02%1 $0.10 MC World Elite Commercial Data Rate II Bus 2.42% $0.10 MC World Elite Commercial Data Rate I Bus 2.87% $0.10 MC World Elite Commercial T&E Rate II Bus 2.57% $0.10 MC World Elite Commercial T&E Rate I Bus 2.72% $0.00 MC World Elite Commercial T&E Rate III Bus 2.52% $0.10 MC World Elite Commercial Whse Base Bus 0.90% $0.00 MC World Elite Commercial Lrg Ticket II Bus 1.47% $40.00 MC World Elite Commercial Lrg Ticket III Bus 1.47%1 $40.00 MC World Commercial Face -to -Face Corp 2.10% $0.10 MC Business Enhanced Value T&E Rate II 2.47% $0.10 MC World Commercial Standard Corp 2.95% $0.10 MC World Commercial Data Rate III Corp 1.90% $0.10 MC World Commercial Data Rate II Corp 2.10% $0.10 MC World Commercial Data Rate I Corp 2.65% $0.10 MC World Commercial T&E Rate II Corp 2.35% $0.10 MC World Commercial T&E Rate I Corp 2.50% $0.00 MC World Commercial T&E Rate III Corp 2.30% $0.10 MC World Commercial Warehouse Base Corp 0.90% $0.00 MC World Commercial Large Ticket II Corp 1.35% $40.00 MC World Commercial Large Ticket III Corp 1.35% $40.00 MC lWorld Elite Commercial Face -to -Face Corp 2.10% $0.10 Benefits of a PayPros Merchant Account include: • Ability to accept all major card brands (Visa, MasterCard, American Express, and Discover) • Toll -free, in-house technical support and help desk services with dedicated specialists available to help you 24/7/365 • Support surveys: Every support case is measured and our 2010 Average was 4.6 out of 5 • Complete Risk and Fraud Monitoring including Fraud Watch Services which constantly monitor your transactions and follow up with you to advise and ass ist in questionable or fraudulent transactions. • PayPros utilizes Language Line Services which provides us with 24/7 interpreter service availability for more than 170 languages. What do we offer? PayPros offers a wide range of services including Visa, MasterCard, Discover Network, Amercian Express, PIN based debit and JCB card acceptance. We also offer check programs and gift and loyality programs. What card brands and types are currently supported and the transaction mode? Visa (POS, Online, Phone, Mail) MasterCard (POS, Online, Phone, Mail) Discover Network (POS, Online, Phone, Mail) American Express (POS, Online, Phone, Mail) JCB (POS, Online, Phone, Mail) PIN Based Debit (POS) Related Services: Gift Card Electronic Benefits Card Merchant Cash Advance Recurring Billing Batch Processing Check Services Our Proprietary Gateway Features: • Payments: Credit (U.S. and Canada), Debit (PIN and Off-line, U.S. and Canada), ACH, Recurring, Batch Processing, Card Present, Card Not Present/E-Commerce, EBT, Robust Reporting • Security: Along with industry standard security, PayPros has an in-house Risk Management / Fraud monitoring Team protecting you and your business. • Simple Integration • Cutting -edge gateway technology • Provides fast, efficient and affordable payment processing to customers, so developers can maintain a competitive edge in the marketplace. • Upgrades and new releases • Integrated quickly and easily, with free integration support from PayPros Developer Services. • PABP/PCI compliant — all cardholder data is properly encrypted and secure. MC Business Enhanced Value T&E Rate III 2.42% $0.10 MC World Elite Commercial Standard Corp 2.959/ $0.10 MC World Elite Commercial Data Rate III Corp 1.90% $0.10 MC World Elite Commercial Data Rate II Corp 2.10% $0.10 MC World Elite Commercial Data Rate I Corp 2.65% $0.10 MC World Elite Commercial T&E Rate II Corp 2.35% $0.10 MC World Elite Commercial T&E Rate I Corp 2.50% $0.00 MC World Elite Commercial T&E Rate III Corp 2.30%1 $0.10 MC World Elite Commercial Whse Base Corp 0.90%1 $0.00 MC World Elite Commercial Lrg Ticket II Corp 1.35% $40.00 MC World Elite Commercial Lrg Ticket III Corp 1.35% $40.00 MC World Comm Large Ticket I/Data Rate III Bus 1.42%1 $40.00 MC World Elite Comm Large Ticket 1/Data Rate III Bus 1.47%1 $40.00 MC World Comm Large Ticket I/Data Rate III Corp 1.35%1 $40.00 MC lWorld Elite Comm Large Ticket I/Data Rate III Corp 1.35%1 $40.00 MC World Commercial Data Rate 11 Petroleum Bus 2.22%1 $0.10 MC World Elite Commercial Data Rate II Petroleum Bus 2.27%1 $0.10 MC World Commercial Data Rate 11 Petroleum Corp 2.05% $0.10 MC World Elite Commercial Data Rate 11 Petroleum Corp 2.05% $0.10 MC World Commercial Face -to -Face Petroleum Bus 2.22% $0.10 MC World Elite Commercial Face -to -Face Petroleum Bus 2.27% $0.10 MC World Commercial Face -to -Face Petroleum Corp 2.05% $0.10 MC World Elite Commercial Face -to -Face Petroleum Corp 2.05% $0.10 MC World Business Utility 0.00% $1.50 MC World Elite Business Utility 0.00% $1.50 MC Business Enhanced Value Warehouse Base 0.90% $0.00 MC Business Enhanced Value Warehouse Tier 1 0.60% $0.00 MC Commercial Large Ticket Rate I MPG Bus 1.20% $0.00 MC Commercial Large Ticket Rate II MPG Bus 0.90% $0.00 MC Commercial Large Ticket Rate III MPG Bus 0.70% $0.00 MC Commercial Large Ticket Rate I MPG Corp 1.20% $0.00 MC Commercial Large Ticket Rate 11 MPG Corp 0.90% $0.00 MC Commercial Large Ticket Rate III MPG Corp 0.70% $0.00 MC Commercial Large Ticket Rate I MPG Fleet at Fuel 1.209/ $0.00 MC Comm. Large Ticket Rate II MPG Fleet at Fuel - 0.90% $0.00 MC Comm. Large Ticket Rate III MPG Fleet at Fuel 0.70% $0.00 MC World Elite Bill Payments Merit I Real Estate 2.20% $0.10 MC Business Enhanced Value Utilities 0.00% $1.50 MC Enhanced Standard 2.95% $0.10 MC Inter. Consumer Premium Standard US/Can 2.40% $0.00 MC Inter.Consumer Premium Standard US/Can 2.40% $0.00 MC Inter. Consumer Premium electronic US/Can 2.40% $0.00 MC Enhanced Merit 111 1.73% $0.10 MC Inter. Consumer Premium Merchant UCAF US/Can 2.40% $0.00 MC Enhanced Merit 1 2.04% $0.10 MC Inter. Commercial Premium Standard US/Can 2.55% $0.00 MC Enhanced Passenger Transport 1.90% $0.10 MC Inter. Consumer Premium Standard US/LAC 2.40% $0.00 MC Inter. Consumer Premium Full UCAF US/LAC 2.40% $0.00 MC Inter. Consumer Premium Electronic US/LAC 2.40% $0.00 MC Enhanced Supermarket Base 1.48% $0.10 MC Enhanced Warehouse Base 0.90% $0.00 MC Enhanced Public Sector 1.55% $0.10 MC llnter. Commercial Premium Standard US/LAC 2.55% $0.00 MC Inter. Consumer Premium Standard US/AP 2.40% $0.00 MC Inter. Consumer Premium Full UCAF US/AP 2.40% $0.00 MC Enhanced Petroleum Base 1.90% $0.00 MC Enhanced Petroleum Base CAP 0.00% $0.95 MC Inter. Consumer Premium Electronic US/AP 2.40% $0.00 MC Enhanced Bill Payments Merit I Real Estate 1.10% $0.00 MC Enhanced Convenience Purchase Base 1.90% $0.00 MC Inter. Consumer Premium Merchant UCAF US/AP 2.40% $0.00 MC Enhanced Merit III Tier 1 1.43% $0.10 MC Enhanced Merit III Tier 2 1.48% $0.10 MC Enhanced Merit III Tier 3 1.55% $0.10 MC Inter. Commercial Premium Standard US/AP 2.55% $0.00 MC Inter. Consumer Premium Standard US/EU 2.40% $0.00 MC Inter. Consumer Premium Full UCAF US/EU 2.40% $0.00 MC Inter. Consumer Premium Electronic US/EU 2.40% $0.00 MC Inter. Consumer Premium Merchant UCAF US/EU 2.40% $0.00 MC Electronic Payment Account Data Rate II 2.40% $0.10 MC Electronic Payment Account Data Rate 1 2.65% $0.10 MC Enhanced Warehouse Tier 1 0.60%1 $0.00 MC Canada Intra Cash Advance 0.00% 6.50 CAD MC Commercial Interregional (Non -US merchant) 2.00% $0.00 MC Commercial Interreginal Purch Non -US Fleet (Non US Merchant) 2.00% $0.00 MC Interregional Electronic Card (US Merchant) 1.65% $0.00 MC Commercial Purchasing Interregional Purch (Non US Merchant) 2.00% $0.00 MC Enhanced Service Industry 1.15% $0.05 MC Puerto Rico Intracountry Petroleum 1.16% $0.00 MC Puerto Rico Intracountry Warehouse 0.60% $0.00 MC Puerto Rico Intracountry Government 1.00% $0.00 MC Puerto Rico Intracountry Supermarket 1.20% $0.00 MC Puerto Rico Intracountry Emerging Markets 1.00% $0.00 MC Puerto Rico Intracountry Utilities 0.00% $0.95 MC Puerto Rico Intracountry Rapid Payments 1.16% $0.00 MC Puerto Rico Intracountry Charities 0.00% $0.00 MC LAC Premium Acquirer Chip 1.85% $0.00 MC LAC Premium Issuer Chip 1.85% $0.00 MC Enhanced Key Entered 2.04% $0.10 MC Enhanced Supermarket Tier 1 1.07% $0.05 MC Enhanced Supermarket Tier 2 1.15% $0.05 MC Enhanced Supermarket Tier 3 1.22% $0.05 MC I Enhanced Utilities 0.00% $0.65 MC Enhanced Lodging 1.80% $0.10 MC Enhanced Auto Rental 1.80% $0.10 MC Enhanced Cruise Lines 1.80% $0.10 MC Enhanced Merchant UCAF 1.73% $0.10 MC Enhanced Full UCAF 1.83% $0.10 MC Bill Payments Merit I Insurance 1.43% $0.05 MC World Bill Payments Merit I Insurance 1.43% $0.05 MC World Elite Bill Payments Merit I Insurance 2.20% $0.10 MC Enhanced Bill Payments Merit I Insurance 1.43% $0.05 MC Electronic Payment Account 0.00% $0.00 MC LAC Premium Electronic 1.85% $0.00 MC LAC Premium Full UCAF 1.85% $0.00 MC LAC Premium Merchant UCAF 1.85% $0.00 MC LAC Premium Standard 1.85% $0.00 MC Inter. Consumer Premium Standard US/SAMEA 2.40%1 $0.00 MC Inter. Consumer Premium UCAF US/SAMEA 2.40%1 $0.00 MC Inter. Consumer Premium Electronic US/SAMEA 2.40%1 $0.00 MC Inter. Consumer Premium Merchant UCAF US/SAMEA 2.40%1 $0.00 MC World Comm. Large Ticket Rate I MPG Bus 1.20% $0.00 MC World Comm. Large Ticket Rate II MPG Bus 0.90% $0.00 MC World Comm. Large Ticket Rate III MPG Bus 0.70% $0.00 MC World Elite Comm. Large Ticket Rate I MPG Bus 1.20% $0.00 MC World Elite Comm. Large Ticket Rate II MPG Bus 0.90% $0.00 MC World Elite Comm. Large Ticket Rate III MPG Bus 0.70% $0.00 MC World Commercial Large Ticket Rate I MPG Corp 1.20% $0.00 MC World Commercial Large Ticket Rate 11 MPG Corp 0.90% $0.00 MC World Commercial Large Ticket Rate III MPG Corp 0.70% $0.00 MC World Elite Comm. Large Ticket Rate I MPG Corp 1.20% $0.00 MC World Elite Comm. Large Ticket Rate II MPG Corp 0.90% $0.00 MC World Elite Comm. Large Ticket Rate III MPG Corp 0.70% $0.00 MC High Value Petroleum Base Cap 0.00% $0.95 MC High Value Merit I - Real Estate 2.20% $0.10 MC High Value Merit I - Insurance 2.20% $0.10 MC High Value Standard 3.25% $0.10 MC High Value Merit 1 2.50% $0.10 MC High Value Key -Entered 2.S0% $0.10 MC High Value Merit III 2.20% $0.10 MC High Value Merit III Tierl 2.05% $0.10 MC High Value Merit III Tier 2 2.10% $0.10 MC High Value Merit III Tier 3 2.15% $0.10 MC High Value Convenience Purchases Base 2.00% $0.00 MC High Value Supermarket Base 1.90% $0.10 MC High Value Supermarket Tier 1 1.07% $0.05 MC High Value Supermarket Tier 2 1.25% $0.05 MC High Value Supermarket Tier 3 1.32% $0.05 MC High Value Warehouse Base 0.90% $0.00 MC High Value Warehouse Tier 1 0.60% $0.00 MC High Value Service Industries 1.15% $0.05 MC High Value Public Sector 1.55% $0.10 MC High Value Restaurant 2.20% $0.10 MC High Value T&E 2.75% $0.10 MC High Value Merchant UCAF 2.20% $0.10 MC High Value Full UCAF 2.30% $0.10 MC High Value Airline 2.30% $0.10 MC High Value Utilities 0.00% $0.75 MC High Value Petroleum Base 2.00% $0.00 MC High Value T&E Large Ticket 2.00% $0.00 MC Standard - DEBIT 1.90% $0.25 MC Merit III -DEBIT 1.05% $0.15 MC Merit I -DEBIT 1.64% $0.16 MC Merit III Pass Transport - DEBIT 1.05% $0.15 MC Passenger Transport - DEBIT 1.60% $0.15 MC Merit I Pass Transport - DEBIT 1.64% $0.16 MC Standard Pass Transport -DEBIT 1.90% $0.25 MC Merit I ECCB Airlines - DEBIT 1.64% $0.16 MC Supermarket - DEBIT 1.05% $0.15 MC Quick Payment Service - DEBIT 1.64% $0.16 MC Merit I (MOTO) -DEBIT 1.64% $0.16 MC Warehouse Base Non -fuel - DEBIT 1.05% $0.15 MC Bill Payments - (Merit 1) Real Estate - DEBIT 1.10% $0.00 MC Small Ticket Tier 1- DEBIT 1.30% $0.02 MC Merit III Tier 1 - DEBIT 0.70% $0.15 MC Merit III Tier 2 - DEBIT 0.83% $0.15 MC Merit III Tier 3 - DEBIT 0.95% $0.15 MC QPS- Merit III Debit 1.05% $0.15 MC Supermarket Tier Cap - DEBIT 0.00% $0.35 MC Supermarket Cap - DEBIT 0.00% $0.35 MC Warehouse Tier 1 - DEBIT 0.70% $0.15 MC Warehouse Tier 2 - DEBIT 0.83% $0.15 MC Warehouse Tier 3 - DEBIT 0.95% $0.15 MC Supermarket Tier 1 - DEBIT 0.70% $0.15 MC Supermarket Tier 2 - DEBIT 0.83% $0.15 MC Supermarket Tier 3 - DEBIT 0.95% $0.15 MC Utility Debit 0.00% $0.45 MC Lodging - DEBIT 1.15% $0.15 MC Auto Rental - DEBIT 1.15% $0.15 MC Cruise Lines - DEBIT 1.15% $0.15 MC Merchant UCAF - DEBIT 1.05% $0.15 MC Full UCAF - DEBIT 1.15% $0.15 MC Petroleum CAT/AFD - DEBIT CAP 0.00% $0.95 MC Service Station - DEBIT CAP 0.00% $0.95 MC Emerging Markets - DEBIT 0.80% $0.25 MC Services Indust (Slip) - DEBIT 1.15% $0.05 MC Small Ticket Base - DEBIT 1 1.55%1 $0.04 MC Restaurant - DEBIT 1.19% $0.10 MC Service Station - DEBIT 0.70% $0.17 MC Petroleum CAT/AFD - DEBIT 0.70% $0.17 MC Key Entered -DEBIT 1.64% $0.16 MC Merit I E Commerce - DEBIT 1.64% $0.16 MC Warehouse Cap - DEBIT 0.00% $0.35 MC Warehouse Tier Cap - DEBIT 0.00% $0.35 MC Consumer Debit Refund 1 1.72% $0.00 MC Consumer Debit Refund 2 1.68% $0.00 MC Consumer Debit Refund 3 1.40% $0.00 MC Puerto Rico Intracountry Consumer Standard Debit 1.25% $0.00 MC Puerto Rico Intracountry Petroleum Debit 1.00% $0.00 MC Puerto Rico Intracountry Warehouse Debit 0.60% $0.00 MC Puerto Rico Intracountry Government Debit 1.00% $0.00 MC Puerto Rico Intracountry Supermarket Debit 1.00% $0.00 MC Puerto Rico Intracountry Emerging Markets Debit 1.25% $0.00 MC Puerto Rico Intracountry Utilities Debit 0.00% $0.95 MC Puerto Rico Intracountry Rapid Payments Debit 1.20% $0.00 MC Puerto Rico Intracountry Charities Debit 0.00% $0.00 MC iStandard 2.95% $0.10 MC Business Utility 0.00% $1.50 MC Interregional Super Premium Consumer Electronic 1.98% $0.00 MC Interregional Super Premium Consumer Full UCAF 1.98% $0.00 MC Interregional Super Premium Consumer Merchant UCAF 1.98% $0.00 MC Interregional Super Premium Consumer Standard 1.98% $0.00 MC Consumer Super Premium Electronic (US Acquirer) 2.53% $0.00 MC Consumer Super Premium Full UCAF (US Acquirer) 2.53% $0.00 MC Consumer Super Premium Merchant UCAF (US Acquirer) 2.53% $0.00 MC Consumer Super Premium Standard (US Acquirer) 2.53% $0.00 MC LAC Intraregional Super Premium Consumer Electronic 1.98% $0.00 MC LAC Intraregional Super Premium Consumer Full UCAF 1.98% $0.00 MC LAC Intraregional Super Premium Consumer March UCAF 1.98% $0.00 MC LAC Intraregional Super Premium Consumer Standard 1.98% $0.00 Mc Interregional Consumer Super Premium Acquirer Chip 1.98% $0.00 MC Interregional Consumer Super Premium Issuer Chip 1.98% $0.00 MC Consumer Super Premium Acquirer Chip (US Acquirer) 2.53% $0.00 MC Consumer Super Premium Issuer Chip (US Acquirer) 2.53% $0.00 Mc Intra. Commercial Large Ticket AP/AP 0.50% $5.00 MC Intra. Consumer Elite Standard AP/AP 0.50% $5.00 MC Commercial Data Rate III - Fleet 1.80% $0.00 MC MC -Convenience Purchases Tier 1 1.35% $0.00 MC MC -Enhanced Convenience Purchases Tier 1 1.35% $0.00 MC MC -World Convenience Purchases Tier 1 1.45% $0.06 MC MC -World High Value Convenience Purchases Tier 1 1.60%1 $0.00 MC MC -World Elite Convenience Purchases Tier 1 1.60% $0.00 MC I Commercial T&E I Airline - Corporate 2.50%1 $0.00 MC lCommercial T&E 11 Airline - Corporate 2.35%1 $0.10 MC Commercial T&E III Airline - Corporate 2.30% $0.10 MC Commercial T&E I Airline - Purchase 2.65% $0.00 MC Commercial ME II Airline - Purchase 2.50% $0.10 MC Commercial ME III Airline - Purchase 2.45% $0.10 MC Commercial T&E I Airline - Business 2.50% $0.00 MC Commercial ME II Airline - Business 2.35% $0.10 MC Commercial ME III Airline - Business 2.30% $0.10 MC Commercial ME I Purchase 2.65% $0.00 MC Commercial ME II Purchase 2.50% $0.10 MC Commercial ME III Purchase 2.45% $0.10 MC MC -Reg Incentive POS (DB) 0.05% $0.21 MC MC -Reg Incent Frd ADJ POS (DB) 0.05% $0.22 MC MC -Regulated POS UST (DB) 0.05% $0.21 MC MC -Reg wFraud ADJ UST POS (DB) 0.05% $0.22 MC MC -Regulated UST GAF POS (DB) 0.60%1 $0.21 MC MC -Reg Fraud ADJ UST GAF (DB) 0.60%1 $0.22 MC MC -Regulated UST INTR POS (DB) 0.05% $0.21 MC MC -Reg Fraud ADJ UST INTR (DB) 0.05% $0.22 MC MC -Regulated Comm (DB) 0.05% $0.21 MC MC -Regulated Frd ADJ Comm (DB) 0.05% $0.22 MC MC -Regulated Comm UST INT (DB) 0.05% $0.21 MC MC -Reg Frd ADJ Cmm UT INT (DB) 0.05% $0.22 MC MC -Reg Comm UST INT GAF (DB) 0.05% $0.21 MC MC-Rg F ADJ Cm USTINT GAF (DB) 0.05% $0.22 MC MC- Reg Consmr US MQ (DB) 0.05% $0.21 MC MC- Reg Consm wFraud Adj MQ (DB) 0.05% $0.22 MC MC -Regulated UST Comm INTR (DB) 0.05% $0.21 MC MC -Reg w frd UST Cmm INTR (DB) 0.05% $0.22 MC MC -Reg Non Incentive POS (DB) 0.05% $0.21 MC MC -Reg Non Incent Frd ADJ (CB) 0.05% $0.22 MC MC-REG POS Incent SML TKT (DB) 0.05% $0.22 MC MC-REG POS Small TKT UT (DB) 0.05% $0.22 MC MC-REG POS SMLTKT UST GAF (DB) MC MC-REG POS SMLTKT UST INT (DB) 0.05%1 $0.22 MC MC-REG POS Small TKT COMM (DB) 0.05% $0.22 MC MC-REG POS SMLTKT UST COM (DB) 0.05% $0.22 MC MC-REG SMLTKT UST COM GAF (CB) 0.60% $0.22 MC MC-REG SMLTKT UST INT COM (DB) 0.05% $0.22 MC MC-REG Incent SML TKT T1 (DB) 0.05% $0.22 MC MC-REG Small Ticket UT Tl (DB) 0.05% $0.22 MC MC-REG SML TKT UST GAF T1 (DB) 0.60%1 $0.22 MC MC-REG Small TKT UST INT T1 (DB) 0.05% $0.22 MC MC-REG Small TKT COMM Tl (DB) 0.05% $0.22 MC MC-REG Small TKT UST COM T7 (DB) 0.05% $0.22 MC MC-REG SMLTKT UT CM T1 GAF (DB) 0.60% $0.22 MC MC-REG SMLTKT UT INT CM T1 (DB) 0.05% $0.22 VI ILAC Chip Issuer 1.20% $0.00 VI Inter Chip Issuer (includes Electron) (Non US Merchant) - 1.20% $0.00 VI Inter Chip Acquirer (includes Electron) (Non US Merchant) 1.00% $0.00 VI Inter Electronic (includes Electron) (Non US Merchant) 1.10% $0.00 VI Domestic Cash Advance 0.00% $2.00 VI Foreign Cash Advance 0.33% $1.75 VI Canadalntra Cash Advance 0.00% $1.55 VI Intl Infinite 1.97% $0.00 VI Domestic Standard Airlines 2.70% $0.10 VI Inter Standard (includes Electron) (Non US Merchant) 1.60% $0.00 VI Inter Commercial Standard (Non US Merchant) 2.00% $0.00 VI Standard - Hotel / Car Rental 2.70% $0.10 VI Domestic Standard Card Not Present 2.70% $0.10 VI Domestic Standard - All Other 2.70% $0.10 VI CPS Supermarket 1.22% $0.05 VI CPS Retail - All Other 1.51% $0.10 VI CPS Retail --Hotel / Car Rental 1.51% $0.10 VI CPS Retail- Pass Trans AIR 1.51% $0.10 VI CPS Supermarket - Debit 0.00% $0.35 VI CPS Passenger Transport Gard Not Present 1.70% $0.10 VI CPS Hotel (CNP) - Preferred 1.54% $0.10 VI CPS Hotel (Card Present) 1.54% $0.10 VI CPS Car Rentl (CNP)- Preferred 1.54% $0.10 VI CPS Car Rental (Card Present) 1.54% $0.10 VI CPS Card Not Present 1.80% $0.10 VI CPS Automated Fuel 1.15% $0.25 VI CPS Retail Key Entered 1.80% $0.10 VI CPS Retail 2 (Emerging Market) 1.43% $0.05 VI Intl Secure E-Com (Non US Merchant) 1.44% $0.00 VI Intl Secure E-Com Merchant (Non US Merchant) 1.44% $0.00 VI Inter Airline - Consumer (US) 1.10% $0.00 VI Inter Airline - Commercial (US) 1.80% $0.00 VI Inter Airline - Infinite (US) 1.80% $0.00 VI CPS Small Ticket 1.65% $0.04 VI CPS/Rewards 1 1.65% $0.10 VI CPS/Rewards 2 1.95% $0.10 VI Utility Credit Business 0.00% $1.50 VI Utility Credit 0.00% $0.75 VI CPS Restaurant 1.54% $0.10 VI CPS Retail Service Station 1.15% $0.25 VI GSA Govt. to Govt. 1.65% $0.10 VI CPS Charity 1.35% $0.05 VI CPS E Comm Prefer - Pass Trans 1.70% $0.10 VI CPS E Comm Hotel - Preferred 1.54% $0.10 VI CPS E Comm Car Rntl - Preferred 1.54% $0.10 VI CPS E Commerce - Basic 1.80% $0.10 VI CPSECommerce-Preferred 1.80% $0.10 VI JCPS Account Funding 2.14% $0.10 VI EIRF Non CPS- All Other 2.30% $0.10 VI EIRF Non CPS Pass Transport AIR 2.30% $0.10 VI Commercial Card T&E Electronic EXPIRED 2.75% $0.10 VI Interregional Premium Card Canada Issued 1.80% $0.10 VI Interregional Premium Card AP Issued 1.80% $0.00 VI Interregional Premium Card LAC Issued 1.80% $0.00 VI Interregional Premium Card CEMEA Issued 1.80% $0.00 VI MOTO / E Comm Credit Voucher 2.05% $0.00 VI Pass Trans Credit Voucher - All Cards 2.33% $0.00 VI Cons Card Non PassTran Cred Voucher 1.76% $0.00 VI Comm Card Non PassTran Cred Voucher 2.35% $0.00 VI CPS Retail Credit -Tier 1 1.43% $0.10 VI CPS Retail Credit - Tier 3 1.51% $0.10 VI CPS Supermarket Credit -Tier 1 1.15% $0.05 VI CPS Supermarket Credit -Tier 2 1.20% $0.05 VI CPS Supermarket Credit -Tier 3 1.22% $0.05 VI CPS Retail Credit - Tier 2 1.47% $0.10 VI Inter Premium Card EU Issued (Non US Merchant) 1.80% $0.00 VI Purchase Card Standard 2.95% $0.10 VI Commercial Card AIR Electronic EXPIRED 2.75% $0.10 VI Business Card Standard 2.95% $0.20 VI Signature Card Standard **** 2.70% $0.10 VI Commercial Card Non T&E Electronic 2.75% $0.10 VI Signature Card Electronic**** 2.30% $0.10 VI Intl Signature 1.80% $0.00 VI LAC Signature Card 1.80% $0.00 VI PR STD CASH 0.33% $1.75 VI Purchase Large Ticket 1.45%1 $35.00 VI GSA Large Ticket 1.20%1 $39.00 VI PR ELEC EMST CR 1.10%1 $0.00 VI PR ELE EMST COMM 1.25% $O.DO VI PR ELE EMST PLAT 1.25% $0.00 VI PR ELEC EMST SIGN 1.28% $0.00 VI PR ELEC GAS CR 1.00% $0.00 VI PR ELEC GAS COMM 1.15% $0.00 VI PR ELEC GAS PLAT 1.15% $O.OD VI PR ELEC GAS SIGN 1.18% $0.00 VI PR ELEC RTLI CR 1.35%1 $0.00 VI PR ELEC SUP CR 1.05% $0.00 VI PR ELEC SUP COMM 1.18% $0.00 VI PR ELEC SUP PLAT 1.189/. $0.00 VI PR ELEC SUP SIGN 1.25% $0.00 VI PR STD COMM 1.85% $0.00 VI PR STD PLAT 1.85% $0.00 VI PR STD SIGN 2.00% $0.00 VI GUAM RECUR CONSUMER 1 1.00%1 $0.00 VI GUAM RECUR SIG 1 1.00%1 $0.00 VI GUAM RECUR PLAT 1.00% $0.00 VI GUAM RECUR COMMERCIAL 1.00% $0.00 VI GUAM SM TCKT CONSUMER 1.00% $0.00 VI GUAM SM TCKT PLAT 1.85% $0.00 VI GUAM SM TCKT SIG 1.85% $0.00 VI GUAM SM TCKT COM 1.85% $0.00 VI IGUAM ACQUIRER CHIP 0.90% $0.00 VI GUAM ACQCHIP PLAT 1.75% $0.00 VI GUAM ACQ CHIP SIG 1.75% $0.00 VI GUAM ISSUER CHIP 1.10% $0.00 VI GUAM ISS CHIP PLAT 1.95% $0.00 VI GUAM ISS CHIP SIG 1.95% $0.00 VI GUAM CHIP ONLINE 1.00% $0.00 VI GUAM CHIP OFFLINE 1.00% $0.00 VI GUAM SEC ECOMM PLAT 1.65% $0.00 VI GUAM SEC ECOMM SIG 1.65% $0.00 VI GUAM ECOMM MRCH PLAT 1.65% $0.00 VI GUAM ECOMM MRCH SIG 1.65% $0.00 VI GUAM ELECTRONIC 1.00% $0.00 VI GUAM ELECTRONIC PLAT 1.85% $0.00 VI GUAM ELECTRONIC SIG 1.85% $0.00 VI GUAM ELEC BUS/CORP/PRCH/DST 1.85% $0.00 VI GUAM STANDARD 1.44% $0.00 VI GUAM STANDARD PLAT 1.85% $0.00 VI Commercial Card Level 2 2.05% $0.10 VI Purchase Card Level 2 2.05% $0.10 VI Purchase Card Level 3 1.95% $0.10 VI GUAM STANDARD SIG 1.85% $0.00 VI GUAM STND BUS/CRP/PRCH/DST 1.85% $0.00 VI AP DOM RECUR 1.00% $0.00 VI AP DOM RECUR COMMRCL 1.00% $0.00 VI AP DOM SM TKT 1.00% $0.00 VI AP DOM SM TKT COMMRCL 1.85%1 $0.00 VI AP DOM ACQUIRER CHIP 0.90% $0.00 VI AP INFINITE/SIGNATURE 1.10% $0.00 VI AP ELECTRONIC/ELECTRON 1.00% $0.00 VI AP ISSUER CHIP/ELECTRON 1.00% $0.00 VI AP AIRLINE/ELECTRON 1.00% $0.00 VI AP SECURE E-COMM/E-COMM ELECTRON 1.85% $0.00 VI APE-COMM MERCHANT/E-COMM ELECTRON 1.44% $0.00 VI AP STANDARD/ELECTRON 1.85%1 $0.00 VI USVI DOM BUS SIG 1.80% $0.00 VI USVI DOM CORP 1.80% $0.00 VI USVI DOM PUR DIS 1.80% $0.00 VI IUSVI DOM INFINITE 1.80% $0.00 VI JUSVI DOM SIGNATURE 1.80% $0.00 VI JUSVI DOM ELECTRONIC 1.10% $0.00 VI USVI DOM ELECTRON 1.10% $0.00 VI USVI DOM ISSUER CHIP 1.20% $0.00 VI USVI DOM ISSCHP ELCTRN 1.20% $0.00 VI USVI DOM ACQ CHIP 1.00% $0.00 VI USVI DOM AQCHP ELCTRN 1.00% $0.00 VI USVI DOM AIR AQ CHP 1.00% $0.00 VI USVI DOM AIR AQCHP EL 1.00% $0.00 VI USVI DOM CHIP FLDATA 1.00% $0.00 VI USVI DOM CHP FLDATA EL 1.00% $0.00 VI USVI DOM AIRCH FLDT 1.00% $0.00 VI USVI DOM AIRCH FLDT EL 1.00% $0.00 VI USVI DOM CHP FLDT W/PN 0.95% $0.00 VI USVI DOM CHP FL WPM EL 0.95% $0.00 VI USVI DOM AIRCH FL W/PN 0.95% $0.00 VI USVI DOM AIRCH FL PIN EL 0.95% $0.00 VI USVI DOM AIRLINE 1.10% $0.00 VI USVI DOM AIR ELTRN 1.10% $0.00 VI USVI DOM SEC ECOMM 1.44% $0.00 VI USVI DOM SEC ECM EL 1.44% $0.00 VI USVI DOM ECM MRCH 1.44% $0.00 VI USVI DOM ECM MRCH EL 1.44% $0.00 VI USVI DOM STANDARD 1.60% $0.00 VI USVI DOM STAND ELTRN 1.60% $0.00 VI Interregional Premium Card Canada Issued (US Merchant) 2.25% $0.00 VI Interregional Premium Card AP Issued (US Merchant) 2.25% $0.00 VI Interregional Premium Card LAC Issued (US Merchant) 2.25% $0.00 VI Interregional Premium Card CEMEA Issued (US Merchant) 2.25% $0.00 VI Interregional Premium Card EU Issued (US Merchant) 2.25% $0.00 VI Business Card Level 2 2.05% $0.10 VI Corporate Card - Standard 2.95% $0.10 VI Premium Card (US Issued) 1.80% $0.00 VI Business Card - Business -to -Business 2.10% $0.10 VI Business Card - Card Not Present 2.25% $0.10 VI Business Card - Retail 2.20% $0.10 VI Commercial Card - Business -to -Business 2.10% $0.10 VI Commercial Card - Card Not Present 2.20% $0.10 VI Commercial Card - Retail 2.10% $0.10 VI Purchase Card - Business -to -Business 2.40% $0.10 VI Purchase Card - Card Not Present 2.65% $0.10 VI Purchase Card - Retail 2.40% $0.10 VI Purchase Card - Electronic with L3 Data 2.75%1 $0.10 VI Business Card T&E Electronic 2.40% $0.10 VI Business Card AIR Electronic 2.40% $0.10 VI Business Card Non ME Electronic EXPIRED 2.40% $0.10 VI Purchase Card ME Electronic EXPIRED 2.75% $0.10 VI Purchase Card AIR Electronic EXPIRED 2.75% $0.10 VI Purchase Card Non T&E Electronic 2.75% $0.10 Personnel and Offices: A) PayPros has over 150 Employees a. Sales: 46 b. Merchant Support: 22 c. Merchant Operations: 25 d. IT/Developer Services/Gateway: 38 e. Finance and HR: 11 f. Marketing and Product Marketing: E g. Executive Management: 7 B) Office Locations a. Newark, CA b. Cary, NC c. Vancouver. BC VI Signature Preferred - Business -to -Business - 2.10% $0.10 VI Signature Preferred - Card Not Present 2.40% $0.10 VI Signature Preferred - Retail 2.10% $0.10 VI Signature Preferred - Electronic 2.40% $0.10 VI Signature Preferred - Standard 2.95% $0.10 VI Purchase Card - Retail Fleet 2.40% $0.10 VI International Merchant - Signature Preferred 1.80% $0.00 VI Signature Preferred - Interregional 1.97% $0.00 VI Signature Preferred - Fuel 1.15% $0.25 VI AP RGN AIR CORP 2.00% $0.00 VI AP RGN AIR CORP STAND 2.00% $0.00 VI AP RGN AIRLINE 1.16% $0.00 VI AP RGN AIR GLD PREM 1.16% $0.00 VI AP RGN AIR PLAT 1.16% $0.00 VI AP RGN AIR SIG 1.16% $0.00 VI AP RGN AIR INF 1.16% $0.00 VI AP RGN AIRCHP ACQPL CR 1.16% $0.00 VI AP RGN AIRCHP AQ SIGCR 1.16% $0.00 VI AP RGN AIRCHP AQ INFCR 1.16% $0.00 VI AP RGN AlRCH AQ CL ELTRN 1.16% $0.00 VI AP RGN AIRCHIP AQ GLD CR 1.16% $0.00 VI AP RGN CHPAQ CL EL 1.12% $0.00 VI AP RGN CHP AQGD CRDB 1.32% $0.00 VI AP RGN CHP AQPL CRDB 1.75% $0.00 VI AP RGN CHP AQSG CRDB 1.92% $0.00 VI AP RGN CHP AQ IN CRDB 1.92% $0.00 VI AP RGN CHPIS CLEL CRDB 1.32% $0.00 VI AP RGN CHPIS GD CRDB 1.52% $0.00 VI AP RGN CHPIS PL CRDB 1.95% $0.00 VI AP RGN CHPIS SG CRDB 2.12% $0.00 VI AP RGN CHPIS INF CRDB 2.12% $0.00 VI AP RGN ELECTRONIC 1.22% $0.00 VI AP RGN ELEC GLD 1.42% $0.00 VI AP RGN ECM SEC CLEL 1.35% $0.00 VI AP RGN ECMM SEC GLD 1.55% $0.00 VI AP RGN ECMM SEC PL 1.85% $0.00 VI AP RGN ECMM SEC SIG 2.02% $0.00 VI AP RGN ECMM SEC INF 2.02% $0.00 VI AP RGN ECM NONAU CLEL - 1.22% $0.00 VI AP RGN ECM NONAU GLD 1.42% $0.00 VI AP RGN ECM NONAU PL 1.72% $0.00 VI AP RGN ECM NONAU SIG 1.89% $0.00 VI AP RGN ECM NONAU INF 1.89% $0.00 VI AP RGN RECUR 1.16% $0.00 VI AP RGN RECUR GLDPRE 1.16% $0.00 VI AP RGN RECUR PLAT 1.16%1 $0.00 VI AP RGN RECUR SIG 1 1.16%1 $0.00 VI AP RGN RECUR INF 1.16% $0.00 VI AP RGN STAND BUS 2.00% $0.00 VI AP RGN STAND CORP 2.00% $0.00 VI AP RGN STAND PRCH 2.00% $0.00 VI AP RGN STAND DIST 2.00% $0.00 VI AP RGN STAND PLAT 1.85% $0.00 VI lAP RGN STAND SIG 2.02% $0.00 VI AP RGN STAND INF 2.02% $0.00 VI AP RGN STAND GLD 1.55% $0.00 VI AP RGN STAND CL EL 1.35% $0.00 VI Canada Consumer Standard CR 1.65% $0.00 VI Canada Business Std CR 2.00% $0.00 VI Super Premium (AP Issued) 1.97% $0.00 VI lSuper Premium (US Issued) 1.97% $0.00 VI Super Premium (CEMEA Issued) 1.97% $0.00 VI Super Premium (EU Issued) 1.97% $0.00 VI Super Premium (LAC Issued) 1.97% $0.00 VI Canada Consumer/Comml Standard DB 1.15% $0.00 VI LAC Chip Issuer 1.20% $0.00 VI Inter Chip Issuer (Non US Merchant) 1.20% $0.00 VI Canada Corporate Std CR 2.00% $0.00 VI Interregional Chip Full Data - US (Inc. Electron) 1.55% $0.00 VI Canada Purchasing Std CR 2.00% $0.00 VI Interregional Chip Full Data with PIN - (Inc. Electron) 1.55% $0.00 VI Interregional Super Premium (AP Issued) 2.42% $0.00 VI Interregional Super Premium (CEMEA Issued) 2.42% $0.00 VI Interregional Super Premium (EU Issued) 2.42% $0.00 VI Interregional Super Premium (LAC Issued) 2.42% $0.00 VI Interregional Premium Card (Refunds only) 1.80% $0.00 VI Interregional Super Premium Card (Refunds only) 1.97% $0.00 VI LAC Super Premium 1.97% $0.00 VI Interregional Airline Chip Full Data - US (Inc. Electron) 1.55% $0.00 VI Interregional Airline Chip Full Data with PIN - US (Inc. Electron) 1.55% $0.00 VI EU Airline Credit 0.95% $0.00 VI EU Non Electronic 1.05% $0.00 VI EU Intraregional Purchase Std 1.50% $0.00 VI EU Intraregional Corporate Airline 1.70% $0.00 VI EU Intraregional Corporate Standard 1.70% $0.00 VI EU Intraregional Business Airline 1.20%1 $0.00 VI EU Intraregional Business Standard 1.40% $0.00 VI UK Airline 1.10% $0.00 VI UK AirlinelFT 1.00% $0.00 VI UK Standard 1.30% $0.00 VI UK Standard DB 0.00% 0.18 GBP VI Germany Airline 1.359/. $0.00 VI Germany Non Electronic 1 1.85% $0.00 VI Germany commercial Air 1 1.35%1 $0.00 VI Switzerland Airline 1.00% $0.00 VI Denmark Airline 0.75% $0.00 VI LAC Intraregional Standard 1.60% $0.00 VI LAC Intraregional Commercial Airline 2.00% $0.00 VI LAC Intraregional Chip Airline 1.00% $0.00 VI Puerto Rico Domestic 1.10% $0.00 VI Martinique Domestic 1.00% $0.00 VI Guadeloupe Domestic 1.00% $0.00 VI Denmark Non Electronic 0.75% $0.00 VI Switzerland Non Electronic 1.00% $0.00 VI EU Corp/Pur Std (Switzerland) 1.40% $0.00 VI EU Bus Standard (Switzerland) 1.80% $0.00 VI Denmark Commercial 0.75% $0.00 VI EU EMV 0.65% $0.00 VI EU Electonic Authorised 0.70% $0.00 VI EU Electronic Data Capture 0.75% $0.00 VI EU ECOM Secure 0.70% $0.00 VI EU EMV DB 0.00% 0.26 EUR VI UK Card Not Present 1.30% $0.00 VI UK EMV DB 0.00% 0.08 GBP VI UK Card Not Present DB 0.00% 0.18 GBP VI UK Secure Ecom 0.87% $0.00 VI UK Secure Ecom DB 0.00% 0.10 GBP VI EU Card Not Present CVV2 0.80% $0.00 VI EU Card Not Present CVV2 DB 0.00% 0.29 EUR VI UK Card Not Present CVV2 0.65% $0.00 VI UK Card Not Present CVV2 DB 0.00% 0.105 GBP VI EU Business DB 0.00% 0.60 EUR VI Denmark Business DB 0.75% $0.00 VI UK Business DB 0.00% 0.12 GBP VI Inter Signature Preferred Airline 1.80% $0.00 VI Canada Infinite Std CR 1.85% $0.00 VI Canada Consumer/Comml Standard PP 1.25% $0.00 VI Canada Consumer Elect CR 1.54%1 $0.00 VI Canada Infinite Elect CR 1.74% $0.00 VI Canada Business Elect CR 1.90% $0.00 VI Canada Corporate Elect CR 1.90% $0.00 VI Canada Purchasing Elect CR 1.90% $0.00 VI Canada Consumer/Comm) Elect PP 1.25% $0.00 VI Intl Airline (includes Electron) 1.10% $0.00 VI Visa Business Enhanced card -Non -Travel Service, Level 2 2.05% $0.10 VI Visa Business Enhanced card -Card not Present 2.45% $0.15 VI Visa Business Enhanced card -Retail 2.30% $0.10 VI Visa Business Enhanced card -Business -to -Business 2.25% $0.10 VI Visa Business Enhanced card -Electronic (non T&E) EXPIRED 2.75% $0.15 VI Visa Business Enhanced card -Standard 2.95% $0.20 VI Signature Business card -Standard 2.95%1 $0.20 VI Signature Business card -Electronic (non ME) EXPIRED 2.85% $0.20 VI Signature Business card -Level 2 - 2.05% $0.10 VI Signature Business card -Business -to -Business 2.40% $0.10 VI Signature Business card -Card not Present 2.60% $0.20 VI Signature Business card -Retail 2.40% $0.10 VI Visa Business Enhanced card -Electronic (T&E) 2.75% $0.15 VI Signature Business card -Electronic (T&E) 2.85% $0.20 VI Standard Debit - PassTran AIR 1.90%1 $0.25 VI Standard Debit- Hotel/Car Rental 1.90% $0.25 VI Standard Debit -CNP 1.90% $0.25 VI Standard Debit - All Other 1.90% $0.25 VI CPS Supermarket Debit 0.95% $0.30 VI ICPS Pass Transport Card Not Present Debit 1.70% $0.15 VI CPS Hotel (CNP) - Prefer Debit 1.70% $0.15 VI CPS Hotel (Card Present) Debit 1.19% $0.10 VI CPS Car Rental (CNP) - Prefer Debit 1.70% $0.15 VI CPS Car Rental (Card Present) Debit 1.19% $0.10 VI CPS Card Not Present Debit 1.65% $0.15 VI CPS Automated Fuel Debit 0.80% $0.15 VI CPS Retail Debit- Hotel /Car Rental EXPIRED 0.95% $0.20 VI CPS Retail Debit- Key Entered 1.65% $0.15 VI CPS Retail 2 (Emerging Markets) Debit 0.65% $0.15 VI CPS Retail 2 (Emerging Markets) Debit CAP 0.00%1 $2.00 VI CPS Small Ticket Debit 1.55% $0.05 VI Utility DB 0.00% $0.65 VI CPS Restaurant Debit 1.19% $0.10 VI CPS Retail Service Station Debit 0.80% $0.15 VI CPS Automated Fuel Dispenser Debit Cap 0.00% $0.95 VI CPS Retail Service Station Debit Cap 0.00% $0.95 VI CPS Debt Repayment Debit 0.65% $0.15 VI CPS Tax Payment 1Debit 0.65% $0.15 VI CPS Tax Payment 2 Debit 0.65% $0.15 VI VI -CPS Debt Repayment CAP 0.00% $2.00 VI VI -CPS Debit Tax Payment 1 CAP 0.00% $2.00 VI CPS E Comm Prefer- PassTran Debit 1.70% $0.15 VI CPS E Comm Prefer - Hotel Debit 1.70% $0.15 VI CPS E Comm Prefer - Car Rental Debit 1.70% $0.15 VI CPS E Commerce - Basic Debit 1.65% $0.15 VI CPS E Commerce - Preferred Debit 1.60% $0.15 VI CPS Account Funding Debit 1.75% $0.20 VI EIRF Non CPS Debit - All Other 1.75% $0.20 VI EIRF Non CPS Pass Trans Debit 1.75% $0.20 VI EIRF Fuel Debit Cap 0.00% $0.95 VI VI-CPS/Retail Tier I (DB) CAP EXPIRED 0.00% $0.60 VI VI-CPS/Retail Tier II (DB) CAP EXPIRED 0.00% $0.70 VI VI-CPS/Retail Tierlll (DB) CAP EXPIRED 0.00% $0.80 VI CPS Supermarket Debit Cap EXPIRED 0.00% $0.30 VI CPS Retail Debit - Tier I EXPIRED - 0.50% $0.08 (maximum U VI CPS Retail Debit - Tier III EXPIRED 0.75% $0.15 (maximum US$0.80) VI CPS Supermarket Debit -Tier I EXPIRED 0.00% $0.19 VI CPS Supermarket Debit - Tier II EXPIRED 0.00% $0.23 VI CPS Supermarket Debit - Tier III EXPIRED 0.00% $0.28 VI CPS Retail Debit - Tier II EXPIRED 0.60% $0.10 VI PR ELEC EMST DB 1.05% $0.00 VI PR ELEC GAS DB 0.90% $0.00 VI PR ELEC RTL1 DB 1.30% $0.00 VI PR ELEC SUP DB 1.00% $0.00 VI CPS Retail Debit - All Other 0.80% $0.15 VI CPS Retail Debit - Pass Trans EXPIRED 0.95% $0.20 VI AP RGN AIR CRP DB 2.00% $0.00 VI AP RGN AIR ST CRP DB 2.00% $0.00 VI AP RGN AIRLINE DB 1.16% $0.00 VI AP RGN AIRCH AQPL DB 1.16% $0.00 VI AP RGN AIRCH AQSG DB 1.16% $0.00 VI AP RGN AIRCH AQIN DB 1.16% $0.00 VI AP RGN AIRCH AQCLEL DB 1.16% $0.00 VI AP RGN AIRCH AQGD DB 1.16% $0.00 VI AP RGN ELEC CLEL DB 1.22% $0.00 VI AP RGN ELEC GILD DB 1.42% $0.00 VI AP RGN RECUR DB 1.16% $0.00 VI AP RGN STND BUS DB 2.00% $0.00 VI AP RGN STND CORP DB 2.00% $0.00 VI AP RGN STND PUR DB 2.00% $0.00 VI AP RGN STND DIS DB 2.00% $0.00 VI AP RGN STND PLAT DB 1.85% $0.00 VI AP RGN STND SIG DB 2.02% $0.00 VI AP RGN STND INF DB 2.02% $0.00 VI AP RGN STND GLD DB 1.55% $0.00 VI AP RGN STND CLEL DB 1.35% $0.00 VI PR STD CR 1.65% $0.00 VI LAC RGN BUS/CORP/PURCH 2.00% $0.00 VI Inter Bus/Sig.Bus/Corp/Purch/Distribution (US Merchant) 2.45% $0.00 VI Interregional Signature (US Merchant) 2.25% $0.00 VI Inter Electronic (includes Electron) (US Merchant) 1.55% $0.00 VI Inter Issuer Chip(includes Issuer Chip Electron) (US Merchant) 1.65% $0.00 VI Inter Airline (includes Airline Electron) (US Merchant) 1.55%1 $0.00 VI Inter Secure E-Comm (includesSecure E-Comm Electron) (US Mer 1.89% $0.00 VI Inter E-Comm Merchant (includes E-comm Electron) (US Merchai 1.89% $0.00 VI Inter Standard (includes Standard Electron) (US Merchant) 2.05% $0.00 VI LAC Intra Secure E-Com/Electron 1.44% $0.00 VI LAC Intra E-Commerce Merchant/Electron 1.44% $0.00 VI LAC RGN INFINITE 1.80% $0.00 VI LAC RGN ELECTRONIC/ ELTRN 1.10% $0.00 VI LAC RGN STAND/ELTRON 1.60% $0.00 VI PR ELE RTLl COMM 1.85% $0.00 VI PR ELE RTLl PLAT 1.85% $0.00 VI PR ELEC RTL1 SIGN 2.00% $0.00 VI PR ELEC RT1_2 CR 1.30% $0.00 VI PR ELE RTL2 COMM 1.80% $0.00 VI PR ELE RTL2 PLAT 1.80% $0.00 VI PR ELEC RT1_2 SIGN 1.90% $0.00 VI LAC RGN AIRLINE/AIR ELTRN 1.10% $0.00 VI PR ELEC RTL2 DB 1.25% $0.00 VI PR STD DB 1.65% $0.00 VI VI -Large Purchase Advantage 1 0.70% $49.50 VI VI -Large Purchase Advantage 2 0.60% $52.50 VI VI -Large Purchase Advantage 3 0.50% $55.50 VI VI -Large Purchase Advantage 4 0.40% $58.50 VI VI -Corporate Card - Level 3 1.95% $0.10 VI VI -Corporate Card - Electronic 2.75% $0.10 VI VI -Corporate - T&E 2.55% $0.10 VI VI -Purchasing - T&E 2.45% $0.10 VI VI -CPS Passenger Transport Card Present 1.70% $0.10 VI VI -US Regulated (DB) 0.05% $0.22 VI VI -US CPS/Small Tckt Reg (DB) 0.05% $0.22 VI VI -Interregional Regulated(DB) 0.05% $0.22 VI VI -Puerto Rico REGULATED (DB) 0.05% $0.22 VI VI -LAC REGULATED (DB) 0.05% $0.22 VI VI -GU REGULATED (DB) 0.05% $0.22 VI VI -AP REGULATED (DB) 0.05% $0.22 VI VI-IR REGULATED with IAF (DB) 0.50% $0.22 VI VI -US Regulated Non -CPS (DB) 0.05% $0.22 VI VI -US Regulated Comm (DB) 0.05% $0.22 VI VI- US- Regulated Consumer MCI (DB) 0.05% $0.22 VI VI -US Reg NON CPS Comm (DB) 0.05%1 $0.22 VI VI -Purchase Card Standard Non CPS (DB/PP) 2.95%1 $0.10 VI VI -Business card -Standard Debit 2.95% $0.10 VI VI -Signature Card Standard Non CPS (DB/PP) 2.70% $0.10 VI VI -Corporate Card Non T&E Electronic Non CPS (DB/PP) 2.75% $0.10 VI VI -Corporate Card Standard Non CPS (DB/PP) 2.95% $0.10 VI VI -Purchase Card - Electronic with Level 3 Non CPS (DB/PP) 2.75% $0.10 VI VI -Business Card Standard Non CPS (PP) 2.95% $0.20 VI VI -Purchase Card Non T&E Electronic Non CPS(DB/PP) 2.75% $0.10 VI VI -Corporate Card Electronic w/data Non CPS (DB/PP) 2.75% $0.10 VI VI -CPS Passenger Transport Card Present Debit 1.19% $0.10 VI VI -Business card -Card Present Debit 1.70% $0.10 VI VI -Business card -Card Not Present Debit 2.45% $0.10 VI VI -Credit Voucher -(DB) 0.00% $0.00 VI VI -Dom Standard All Other (PP) 1.90% $0.25 VI VI-CPS/Supermarket(PP) 1.15% $0.15 VI VI -CPS Passenger Trans (PP) 1.75% $0.20 VI VI -CPS Passenger Trans CP (PP) 1.15% $0.15 VI VI-CPS/Hotel CNP Pref (PP) 1.75% $0.20 VI VI-CPS/Hotel CP (PP) 1.15% $0.15 VI VI-CPS/Car Rentl CNP Pref (PP) 1.75% $0.20 VI VI-CPS/Car Rental CP (PP) 1.15% $0.15 VI VI -CPS CNP (PP) 1.75% $0.20 VI VI-CPS/Automated Fuel (PP) 1.15% $0.15 VI VI-CPS/Retail Key Entered (PP) 1.75% $0.20 VI VI-CPS/Retai12 Emerg Mkts (PP) 0.65% $0.15 VI VI-CPS/Ret12 Emrg Mkt CAP (PP) 0.00% $2.00 VI VI -CPS Small Ticket (PP) 1.60% $0.05 VI VI-CPS/Restaurant(PP) - 1.15%1 $0.15 VI VI-CPS/Rtl Sery Station (PP) 1.15%1 $0.15 VI VI-CPS/Automated Fuel CAP (PP) 0.00% $0.95 VI VI-CPS/Rtl Sery Statn CAP (PP) 0.00% $0.95 VI VI-CPS/Ecomm Prf Pas Tran (PP) 1.75% $0.20 VI VI-CPS/Ecomm Pref Hotel (PP) 1.75% $0.20 VI VI-CPS/Ecomm Prf Car Rent (PP) 1.75% $0.20 VI VI-CPS/Ecomm-Basic (PP) 1.75% $0.20 VI VI-CPS/Ecomm-Pref (PP) 1.75% $0.20 VI VI-CPS/Acct Funding (PP) 1.75% $0.20 VI VI-EIRF Non CPS All Other (PP) 1.80% $0.20 VI VI-EIRF Fuel Debit CAP (PP) 0.00% $0.95 VI VI -SUPERMARKET CHCARD CAP (PP) 0.00% $0.35 VI VI-CPS/Retail All Other (PP) 1.15% $0.15 DS PSL - Utilities Rewards 0.00% $0.75 DS PSL- Real Estate Rewards 1.10% $0.00 DS PSL- Insurance Rewards 1.43% $0.05 DS PSL- Recurring Payments Premium 1.20% $0.05 DS PSL - Supermarkets/Warehouse Clubs Premium 1.65% $0.05 DS PSL - Emerging Markets Premium 1.45% $0.05 DS PSL- Public Services Premium 1.50% $0.10 DS PSL - Express Services Premium 1.95% $0.00 DS PSL - Petroleum Premium 1.73% $0.05 DS PSL - Retail Premium 1.71% $0.10 DS PSL- Restaurants Premium 2.20% $0.10 DS PSL - Hotels/Car Rentals Premium 2.30% $0.10 DS PSL-Passenger Transport Premium 2.30% $0.10 DS PSL - Card Not Present/E-commerce Premium 2.00% $0.10 DS PSL- Key Entry Premium 2.00% $0.10 DS Mid Submission Level Premium 2.40% $0.10 DS Base Submission Level Premium 2.95% $0.10 DS PSL-Utilities Premium 0.009/C $0.75 DS PSL - Real Estate Premium 1.10% $0.00 DS PSL- Insurance Premium 1.43% $0.05 DS Commercial Utilities 0.00% $1.50 DS Commercial Large Ticket 0.90% $20.00 DS International Base (non-JCB and non -CUP) 2.10% $0.10 DS International Electronic (non-JCB and non -CUP) 1.76% $0.00 DS International Cash Reimbursement 0.16% $3.00 DS International Adjustment Voucher Program 0.00% $0.00 DS PSL - Recurring Payments Core 1.20`%o $0.05 DS PSL- Supermarkets/Warehouse Clubs Core 1.40% $0.05 DS PSL - Emerging Markets Core 1.45% $0.05 DS PSL- Public Services Core 1.50% $0.10 DS PSL- Express Services Core 1.95% $0.00 DS PSL - Petroleum Core 1.55% $0.05 DS PSL- Retail Core 1.56% $0.10 DS PSL- Restaurants Core 1.56% $0.10 DS PSL - Hotels/Car Rentals Core 1.58%1 $0.10 DS PSL-Passenger Transport Core 1.75% $0.10 DS PSL- Card Not Present/E-Commerce Core 1.87% $0.10 DS Key Entry Core 1.87% $0.10 DS Mid Submission Level Core 2.40% $0.10 DS Base Submission Level Core 2.95% $0.10 DS Consumer Adj. Voucher Program 1 Core 2.07% $0.00 DS Consumer Adj. Voucher Program 2 Core 2.02% $0.00 DS Consumer Adj. Voucher Program 3 Core 1.75% $0.00 DS PSL - Utilities Core 0.00% $0.75 DS PSL - Real Estate Core 1.109'. $0.00 DS PSL - Insurance Core 1.43% $0.05 DS PSL - Recurring Payments (Premium Plus) 1.80% $0.05 DS PSL-Supermarkets/Warehouse Clubs (Premium Plus) 1.90% $0.10 DS PSL- Emerging Markets (Premium Plus) 2.30% $0.10 DS PSL- Public Services (Premium Plus) 1.50% $0.10 DS PSL- Express Services (Premium Plus) 2.05% $0.00 DS PSL-Petroleum (Premium Plus) 1.73% $0.05 DS PSL-Retail (Premium Plus) 2.10% $0.10 DS PSL- Restaurants (Premium Plus) 2.30% $0.10 DS PSL - Hotels/Car Rentals (Premium Plus) 2.30% $0.10 DS PSL - Passenger Transport (Premium Plus) 2.30% $0.10 DS PSL - Card Not Present/E-commerce (Premium Plus) 2.30% $0.10 DS Key Entry (Premium Plus) 2.10% $0.10 DS Mid Submission Level (Premium Plus) 2.40% $0.10 DS Base Submission Level (Premium Plus) 2.95% $0.10 DS Consumer Adjustment Voucher Program 1 (Premium Plus) 2.07% $0.00 DS Consumer Adjustment Voucher Program 2 (Premium Plus) 2.02% $0.00 DS Consumer Adjustment Voucher Program 3 (Premium Plus) 1.75% $0.00 DS PSL - Utilities (Premium Plus) 0.00% $0.75 DS PSL - Real Estate (Premium Plus) 2.30% $0.10 DS PSL-Insurance (Premium Plus) 2.30% $0.05 DS PSL- Utilities Debit 0.00% $0.75 DS PSL - Real Estate Debit 1.10% $0.00 DS PSL - Insurance Debit 0.80% $0.25 DS PSL- Regulated Incentive Debit 0.05% $0.22 DS Regulated Non -Incentive Debit 0.05% $0.22 DS PSL- Regulated Credit Voucher Incentive Debit 0.05% $0.22 DS PSL - MQ Regulated Incentive Debit 0.05% $0.22 DS PSL- Reg Inct NFDB 0.05% $0.21 DS Disc - Reg Non-Inct NFDB 0.05% $0.21 DS PSL - Reg Crd Voucher NFDB 0.05% $0.21 DS PSL • MQ Reg Ic NFDB 0.05% $0.21 DS Commercial Incentive without Fraud Fee 0.05% $0.21 DS Commercial Non Incentive without Fraud Fee 0.05% $0.21 DS Commercial Adjustment Voucher without Fraud Fee 0.05% $0.21 DS Commercial Incentive with Fraud Fee 0.05% $0.22 DS Commercial Non Incentive with Fraud Fee 0.05% $0.22 DS Commercial Adjustment Voucher with Fraud Fee 0.05% $0.22 DS PSL- Recurring Payments Rewards 1.20% $0.05 DS PSL - Supermarkets/Warehouse Clubs Rewards 1.65% $0.05 DS PSL- Emerging Markets Rewards 1.45% $0.05 DS PSL - Public Services Rewards 1.50% $0.10 DS PSL - Express Services Rewards 1.95% $0.00 DS PSL- Petroleum Rewards 1.73%1 $0.05 DS PSL - Retail Rewards 1.71% $0.10 DS PSL - Restaurants Rewards 1.90% $0.10 DS PSL- Hotels/Car Rentals Rewards 1.90% $0.10 DS PSL-Passenger Transport Rewards 1.90% $0.10 DS PSL - Card Not Present/E-commerce Rewards 1.97% $0.10 DS PSL - Key Entry Rewards 1.97% $0.10 DS Mid Submission Level Rewards 2.40% $0.10 DS Base Submission Level Rewards 2.95% $0.10 DS Consumer Adjustment Voucher Program 1 Rewards 2.07% $0.00 DS Consumer Adjustment Voucher Program 2 Rewards 2.02% $0.00 DS Consumer Adjustment Voucher Program 3 Rewards 1.75% $0.00 DS Cash Reimbursement 0.16% $1.65 DS Consumer Adjustment Voucher Program 1 Premium 2.07% $0.00 DS Consumer Adjustment Voucher Program 2 Premium 2.02% $0.00 DS Consumer Adjustment Voucher Program 3 Premium 1.75% $0.00 DS Commercial Electronic- Passenger Transport 2.30% $0.10 DS Commercial Electronic - Emerging Markets/Public Services 2.30% $0.10 DS Commercial Electronic - All Others 2.30% $0.10 DS Commercial Base 2.95% $0.10 DS Commercial Adjustment Voucher Program 1 2.25% $0.00 DS PSL - Recurring Payments Debit 1.20% $0.05 DS PSL-Supermarkets/Warehouse Clubs Debit ** 1.02% $0.16 DS PSL - Emerging Markets Debit 0.90% $0.20 DS PSL - Public Services Debit 0.90% $0.20 DS PSL - Express Services Debit 1.80% $0.00 DS PSL-Petroleum Debit 0.76% $0.16 DS PSL-Retail Debit 1.02% $0.16 DS PSL-Restaurants Debit 1.19% $0.10 DS PSL - Hotels/Car Rentals Debit 1.35% $0.16 DS PSL-Passenger Transport Debit 1.59% $0.16 DS PSL- Card Not Present/E-commerce Debit 1.62% $0.16 DS PSL - Key Entry Debit 1.62% $0.16 DS Mid Submission Level Debit 1.72% $0.20 DS Base Submission Level Debit 1.89% $0.25 DS Consumer Adjustment Voucher Program 1 Debit 1.80% $0.00 DS Consumer Adjustment Voucher Program 2 Debit 1.69% $0.00 DS Consumer Adjustment Voucher Program 3 Debit 1.35% $0.00 Executive Team Chuck Smith CEO, PayPros Chuck has over two decades of experience in the financial services industry and is the guiding force behind PayPros' unique business model and rapid expansion. Chuck was PayPros' first General Manager and assumed the role of Chief Executive Officer in 1996. Under his tutelage, PayPros grew from an aggressive start-up into the industry leader it is today. Chuck is considered one of the pioneers in PC -based transaction processi ng and an expert in merchant banking, security and transaction processing solutions. Eddie Myers President and COO Eddie Myers joined PayPros in 2004 as EVP/General Manager and was appointed President and COO in July 2007. Eddie is responsible for supervising the day-to-day aspects of PayPros including operations, human resources, business development, and customer service and management. Eddie previously worked at Paymentech where he held various sales an d management positions over a span of nine years. Prior to Paymentech, he held a number of technical and marketing positions with Verifone and NDC. Eddie is an active member of the Electronic Transaction Association (ETA) and a current member of the ETA Board of Directors Chuck Riegel EVP of Marketing Chuck Riegel joined PayPros in 2004 as EVP of Marketing. Leveraging his twenty+ years of technology management experience, Chuck manages the Strategic Sales, Software Partnerships and Technology initiatives to continually expand PayPros' position within the technology sector. He has held executive -level positions with technology companies including Cybercash, Virtus, Seer Technologies, Legent Corporation, Business Software Technology, Ecutel and Software AG. Jeff Dorman Chief Legal Counsel A member of PayPros' Board of Directors, Jeffrey Dorman has been the orga nization's legal and business consultant since 1996. In 2006, he joined PayPros as its General Counsel with additional responsibilities for business development in legal practice management solutions. Jeffs prior business experience includes executive leadership roles with the Dorman -Winthrop Men's Clothing retail stores, 4-Day Tire stores and KWVE-FM radio. Jeff practiced law with firms in Los Angeles and San Diego. He is a graduate of Pepperdine Law School. Joe Monteil Chief Information Officer Joe Monteil joined PayPros in 2008 as Senior Vice President, IT Infrastructure and was appointed CIO in January 2009. Joe is responsible for the day-to-day aspects of PayPros' technical operations including software engineering, quality assurance, data center operations, corporate IT and technical product management. An IT veteran for twenty+ years, Joe held executive and C-level positions with technical companies including Managed Objects, CyberCash/VeriSign, CareerBuilder, KPMG and Legent Corporation/Computer Associates. PaymefltProcessing, Inc. Schedule A - Billing Information MERCHANT# MCC APPUCATONID 22120412337 NAME OF CORPORATION QOOG aU�1111 S NAME I yANT City of Fort Collins J I r �j 'I • • • - • AVERAGE CREDIT CARD • QUALIFIED CREDIT CATEGORY UALIFIED DEER CATF,G RY, NETWORK nCKET: Retail (CPS Retail/Merit III) �2etail (CPS Retail $eblUMerit III Pa mentech ANNUAL VISA, MASTERCARD 3 DISCOVERV $000 000 75.00 Debit RATES (Enter your existing account numbers or mark the services you would like to accepL) PER EXISTING ACCOUNT SERVICE QUALIFIED PER ITEM SERVICE RATE/FEE ITEM I NUMBER VISA CREDIT 0.000 % $0.000 AMEX ❑ACCEPT $0.000 PIN DEBIT ❑ ACCEPT $0.20 D NFTWO K FEE DEBIT VISA NON -PIN DEBIT 0.000 % MASTERCARD CREDIT 0.000 % $0.000 EST ❑ ACCEPT MASTERCARD NON -PIN DEBIT 0.000 % $0.000 DAILY ❑ACCEPT nIRCIOUNTNIA NIA DISCOVER CREDIT 0.000 % $0.000 RNP RTN D ACCEPT $p.00 DISCOVER NON -PIN DEBIT 0.000 % $0.000 PRICING TYPE: Pass -through Plus 'Tiered - Mid -Qualified transactions (3-Tier only) are generally non -swiped domestic transactions containing the appropriate Address Verification data, a Corporate transactions Containing the appropriate enhanced data, which are settled within 48 hours. Visa, MasterCard, Discover transactions not qualifying at the Qualified Category will be assessed a rate of _% and $ for Mid -Qualified Credit and % and $ for Mid -Qualified Non -PIN Debit. Non -Qualified transactions are generally transactions that do not fall into the above Qualified or Mid -Qualified category. Visa MasterCard, Discover transactions not qualifying at the Qualified or Mid -Qualified category vrill be assessed a rate of % and $ for Non -Qualified Credit and % and $ for Non -Qualified Non -PIN Debit "EBB - Transactions not qualifying at the Qualified Category will be assessed a rate of % plus pass -through of incremental interchange according to Visa, MasterCard, Discover rules and regulations. "'IPT (Interchange Pass -through) -AII transactions will be billed at pass -through of interchange and assessments rates as determined by Visa, MasterCard, Discover. The Qualified Discount Rate above will be charged on all transactions. ✓ Association Dues & Assessments. All Association fees for Services set forth in this Agreement will be passed through to you to reflect all our costs associated with cross -border transactions, acquiring and usage fees, and similar items. OTHER FEES & SERVICES. SERVICE FEE SERVICE FEE $0.00 BATCH SETTLEMENT $0,130 VISA AUTHORIZATION $1.50 VOICE AUTHORIZATION $0.130 MASTERCARD AUTHORIZATION $0.00 ADDRESS VERIFICATION $0,130 DISCOVER AUTHORIZATION $0.00 MONTHLY STATEMENT $0.100 AMERICAN EXPRESS AUTHORIZATION $O.OG MINIMUM DISCOUNT $0.00 ACH AUTHORIZATION $15.00 CHARGEBACK $0.00 WEBfr EL AUTHORIZATION $25.00 ACH REJECT $0.00 ACH RETURNED ITEM $0.00 APPLICATION FEE $0.00 ACH MONTHLY FEE $0.00 ANNUAL FEE $0.000 OTHER: $().00 MONTHLY GIFT SERVICE FEE $0.00 OTHER: • DESCRIPTION DEBIT CREDIT PROFILE SETTINGS Max Single ($) Dollar amount Maximum dollar amount per individual transaction. Max Daily Transaction (#) Number Maximum number of transactions per day. Max Daily$ Maximum aggregated dollar amount per day. Max Period# Maximum number of transactions per rolling 14 days. Max Period $ Maximum aggregated dollar amount per rolling 14 days. Hold Days Number of days funds are held before settlement. Velocity Action Auto -response to items exceeding transaction limits. Declirte ACH NSF returns will be automatically re -presented to the customer's financial institution the maximum number of times allowed by NACHA (National Automated Clearing House Association). First Timing of First Re -presentment (0=immediately, 1=1 day, 2=2 days etc.) Final Timing of Final Re -presentment (0=immediate. 1=lday, 2=2 days etc„ Common pays = Fridays, 1st or 151h) 02011 Alinghts reserved. An ttedereBs, seMces marks and trade nama referenced in Nis mateial are me property of IDeir respe,sm owners. PW0911 Payment Processing, Inc.- 8200 central Ave. Newark CA 9.560-Ph) 60D-77a30621Fax) 60049"nS Email: So1ufionPms@yayW0s.c0m CONFIDENTAL-Payment Processing, Ina wrwcpaypma.com Pa I M 9 American Express Discount Rate % ❑ Flat Monthly Fee- $7.95 ❑Retail $0.10 Trans Fee+ 0.3D% CNP Downgrade ❑Services, Wholesale S All Other $0.15 Trans Fee Annual Volume I Average Ticket Pay Frequency Options (Choose one) ❑ 3 Day ❑ 15 Day ❑ 30 Day ❑ Monthly Gross Pay (! 03% if $1001,+) OR ❑ Daily Gross Pay By signing below, 1 represent Met I have read and am authorized to sign and suori this Application on behalf of the entity above and all information I have provided herein is true, complete, and accurate, I authorize American Express Travel Related Services Company, Inc. ('American Express) to verify the information in this Application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies. I authorize and direct American Express to inform me directly, or through the entity above, of reports about me that American Express has requested from consumer reporting agencies, Such information will include the name and address of the agency furnishing the report. I understand that upon American Express' approval of the entity indicated above to accept the American Express Card, the terms and conditions for American Express® Card Acceptance ('Terms and Conditions') will be sent to such entity along with a Welcome Letter. By accepting the American Express Card for the purchase of goods and/or services, or otherwtse indicating its intention to be bound, the entity agrees to be bound by the Terms and Conditions. Equipment Type City Cost: Ownership Ship to: ❑ Rep ❑ Merchant o Reprogram oPurchase o Lease Supplies Included: ❑ Yes ❑ No o Rent o Other o Reprogram ollurcrase o ease Payment Method for Equipment o Rent o Other o Reprogram o eurchase o ease ❑ ACH o Rent o Other ❑ Check Check # COMMENTS Signature Signature Title Print Name Date 02011 All rights reserved. All trademarks, services malls and trade name refinanced In this material are Me properly, of their respective oxnes. ppi0911 Payment Processing, Inc. • 8200 Central Ave. Newark CA 94560 • (Ph) 800-77",162 (Fax) 800-89148775 Emil: SotOonPms@paypros.com CONFIDENTIAL- Payment Processing, Inc. vi wpaypms.com Pace 2 of Exhibit 1 Question and Answers Receipt of this addendum 1 has been received. Exhibit 2 2011 Processing Data Receipt of this addendum 2 was received. Attachment I PCI documentation Payment Card Industry (PCI) Data Security Standard Attestation of Compliance for Onsite Assessments — Service Providers Version 1.2 October2008 Instructions for Submission The Qualified Security Assessor (QSA) and Service Provider must complete this document as a declaration of the Service Provider's compliance status with the Payment Card Industry Data Security Standard (PCI DSS). Complete all applicable sections and submit to the requesting payment brand. Part 1. Qualified Security Assessor Company Information Company Name: Trustwave Lead QSA Contact Name: Shawn Shifflett Telephone: (972)292-8039 Business Address: 15455 Dallas Parkway Suite 600 Title: Senior Consultant E-mail: sshifflettAtrustwave.com City: Addison State/Province: TX Country: USA URL: http://www.trustwave_com Part 2. Service Provider Organization Information ZIP: 75001 Company Name: Payment Processing, Inc. DBA(s): None Contact Name: Neil Tyson Title: VP, IT Infrastructure Telephone: (510) 795-4947 E-mail: ntvson(otDavcros.com Business Address: 5200 Central Avenue City: Newark State/Province: CA Country. USA ZIP: 94536 URL: http./Iwww.paypros.com Part 2a. Services Provided (check all thatapply) ❑ Authorization ❑ Loyalty Programs ❑ 3-D Secure Access Control Server ❑ Switching ® IPSP (E-commerce) ® Process Magnetic -Stripe -Transactions ® Payment Gateway ❑ Clearing & Settlement ® Process MO/TO Transactions ❑ Hosting ❑ Issuing Processing ❑ Others (please specify): ' List facilities and locations included in PCI DSS review: Cary, NC; Newark, CA; Raleigh, NC; Vancouver, BC Canada Part2b. Relationships - Does your company have a relationship with one or more third -party service providers (for example, gateways, web -hosting companies, airline bookingagents, loyalty program agents, etc)? ® Yes ❑ No Part2c. Transaction Processing How and in what capacity does your business store, process and/or transmit cardholder data? PPI acts as a payment gateway for card present, card -not -present, and PIN debit transactions. PPI stores PAN information post -authorization in Oracle 11g databases protected at rest via AES 256-Bil encryption. Payment Application in use: EFD eFunds Corporation Payment Application Version: 5.9 Clear Commerce PaymentDirectoriFraud Shield PCI DSS Requirements and Security Assessment Procedures, 0.2 October 2008 Attestation of Compliance for Onsite Assessment — Service Providers Page 2 Part 3. PCI DSS Validation Based on the results noted in the Report on Compliance ("ROC") dated April 8, 2011, Shawn Shifflett asserts the following compliance status for the entity identified in Part 2 of this document as of April 8, 2011 (check one): ® Compliant: All requirements in the ROC are marked "in place'," and a passing scan has been completed by the PCI SSC Approved Scanning Vendor Trustwave thereby Payment Processing, Inc. has demonstrated full compliance with the PCI DSS 1.2, 1. ❑ Non -Compliant: Some requirements in the ROC are marked "not in place," resulting in an overall NON -COMPLIANT rating, or a passing scan has not been completed by a PCI SSC Approved Scanning Vendor, thereby Payment Processing, Inc. has not demonstrated full compliance with the PCI DSS. Target Date for Compliance: An entity submitting this form with a status of Non -Compliant may be required to complete the Action Plan in Part 4 of this document. Check with the payment brand(s) before completing Part 4, since not all payment brands require this section. Part 3a. Confirmation of Compliant Status QSA and Service Provider confirm: ® The ROC was completed according to the PCI DSS Requirements and Security Assessment Procedures, Version 1.2. 1, and was completed according to the instructions therein. ® All information within the above -referenced ROC and in this attestation fairly represents the results of the assessment in all material respects. ® The Service Provider has read the PCI DSS and recognizes that they must maintain full PCI DSS compliance at all times. ® No evidence of magnetic stripe (i.e., track) data, CAV2, CVC2, CID, or CVV2 data 3, or PIN data storage after transaction authorization was found on ANY systems reviewed during this assessment. Part3b. QSA and Service Provider Acknowledgments Signature of Lead QSA T Lead QSA Name: Shawn Shifted V- Signature of Service Provider Executive Officer 11 Date: April 8, 2011. Tide: Senior Consultant Date:/%2r Z �I�OII ' -In place" results should include mmperisating controls reviewed by the QSk It compensating controls are determined to sufficiently mitigate the risk associated with the requirement, the QSA should mark the requirement as in place'. ' Data encoded in the magnetic stripe used for authorization during a card -present transaction. Entities may not retain full magnetic stripe data after transaction authorization. The only elements of track data that may be retained are account number, expiration date, and name. ' The three- or four -digit value printed on the signature panel or face of a payment card used to verify card -not -present transactions. t Personal Identification Number entered by cardholder during a card -present transaction, and/or encrypted PIN block present within the transaction message. PCI DSS Requirements and Security Assessment Procedures, v1.2 October2006 Attestation of Compliance for Onsite Assessment — Service Providers Page 3 service Provider Executive Officer Name: Neil Tyson _ Title: VP, IT Infrastructure PCI DSS Requirements and Security Assessment Procedures, v1.2 October 2008 Attestation of Compliance for Onsite Assessment — Service Providers Page 4 Part 4. Action Plan for Non -Compliant Status Please select the appropriate "Compliance Status" for each requirement. If you answer "No" to any of the requirements, you are required to provide the date Company will be compliant with the requirement and a brief description of the actions being taken to meet the requirement. Check with the payment brand(s) before completing Part 4 since not all payment brands require this section. Compliance PC] Status - Remediation Date and Actions Requirement Description (Select One) (if Compliance Status'is "No") Install and maintain a firewall ® Yes 1 configuration to protect ❑ No cardholder data. Do not use vendor -supplied ® Yes 2 defaults for system passwords ❑ No and other security parameters. - ® Yes 3 Protect stored cardholder data. ❑ No Encrypt transmission of ® Yes 4 cardholder data across open, ❑ No public networks. 5 Use and regularly update anti- ® Yes virus software. ❑ No 6 Develop and maintain secure ® Yes systems and applications. ❑ No 7 Restrict access to cardholder data ® Yes by business need to know. ❑ No 6 Assign a unique ID to each ® Yes person with computer access. ❑ No 9 Restrict physical access to ® Yes cardholder data. ❑ No Track and monitor all access to ® Yes 10 network resources and cardholder ❑ No data. 11 Regularly test security systems ® Yes and processes. ❑ No 12 Maintain a policy that addresses ® Yes information security. ❑ No �? DISC.'VERI FA FWSA PCI DSS Requirements and Security Assessment Procedures, v1.2 October2008 Attestation of Compliance for Onsite Assessment — Service Providers Page 5 Core Management Mark Goddard Senior Vice President, Merchant Operations Phone: 510-795-4949 Fax: 800-908-1705 Email: mgoddard@paypros.com Mark Goddard joined PayPros in 1998. He manages all merchant operations teams including underwriting, risk, data entry, implementation, activations, technical services and training. His team provides for the approval, boarding and monitoring of new merchant accounts and the installation, activation and ongoing support of those accounts Paul Guccione Vice President of Merchant Support and Sales Phone: 510-7954944 Fax: 800-906-8832 Email: pguccione@paypros.com Paul Guccione joined PayPros in January 2001. He manages the Inside Sales teams responsible for all nationwide merchant account procurement. His team provides proactive management of customer needs, product and technology overviews, account set up, and customized reporting tools. Becky Callis Assigned Relationship Manager Phone: 510-299-4687 Fax: 866-309-9966 Email: bcallis@paypros.com Becky joined PayPros in May of 2008 as a Relationship Manager with more than 12 years experience in the financial services and credit card processing industry. Becky manages PayPros' client partner merchant accounts, serving as their consultant and pay ment processing support specialist. Her responsibilities include negotiating rates, pro -actively monitoring and analyzing payment processing activity; reporting trends to maximize revenue for merchants; and more. Attachment H Schedule A Payment Processing, 177C. Schedule A - Billing Information MERCHANr4 MCC APPLICATION ID 22120412337 INFORMATIONMERCHANT NAME OF CORPORATION R HANT' ING U IN SAS -NAME City of Fort Collins filly of i°or�G�o ln$ a a •TOM= ANNUALVISAMASTERCARDBREDf CARDTCATEGORY 4UALIF1ED DE RCATEGORY _ NETWORK DISCOVERY E: S Retail/Merlt III) Relall (CPS Retail DebitlMerit IIIPa menteeh Debit BANK CARD SERVICES RATES I(Enter your existing account numbers or mark the services you would like to accept.) SERVICE QUALIFIED PER ITEM SERVICE RATEIFEE PER EXISTING ACCOUNT ITEM NUMBER VISA CREDIT 0.000 % $0.000 AMEX D ACCEPT $0.000 PIN DEBIT ❑ ACCEPT $0.20 O PASSTHROUGH DEBIT VISA NON -PIN DEBIT 0.000 % MASTERCARD CREDIT 0.000% $0.000 EBT ❑ACCEPT MASTERCARD NON -PIN DEBIT 0.000 % $0.000 DAILY ❑ ACCEPT NIA NIA DISCOVER CREDIT 0.000%1 $0.000 OONPLINEE¶N ❑ ACCEPT $0.00 DISCOVER NON -PIN DEBIT 0.000 % $0.000 PRICING TYPE: Pass -through Plus *Tiered - Mid -Qualified transactions (3-Tier only) are generally non -swiped domestic transactions containing the appropriate Address Verification data, or corporate transactions Containing the appropriate enhanced data, which are settled within 48 hours. Visa, MasterCard, Discover transactions not qualifying at the Qualified Category will be assessed a rate of % and $ for Mid -Qualified Credit and % and $ for Mid -Qualified Non -PIN Debit. Non -Qualified transactions are generally transactions that do not fall into the above Qualified or Mid -Qualified Category. Visa MasterCard, Discover transactions not qualifying at the Qualified or Mid -Qualified category will be assessed a rate of % and $ for Nort-Qualified Credit and % and $ for Non -Qualified Non -PIN Debit **EBB - Transactions not qualifying at the Qualified Category will be assessed a rate of % plus pass -through of incremental interchange according to Visa, MasterCard, Discover rules and regulations. " IPT (Interchange Pass -through) - All transactions will be billed at pass -through of interchange and assessments rates as determined by Visa, MasterCard, Discover, The Qualified Discount Rate above will be charged on all transactions. ✓ Association Dues & Assessments. All Association fees for Services set forth in this Agreement will be passed through to you to reflect all our Costs associated with cross -border transactions, acquiring and usage fees, and similar items. SERVICE FEE SERVICE FEE $0.00 BATCH SETTLEMENT $0.130 VISA AUTHORIZATION $1.50 VOICE AUTHORIZATION $0.130 MASTERCARD AUTHORIZATION $0.00 ADDRESS VERIFICATION $0.130 DISCOVER AUTHORIZATION $0.00 MONTHLY STATEMENT $ ..100 AMERICAN EXPRESS AUTHORIZATION $0.00 MINIMUM DISCOUNT $0.00 ACH AUTHORIZATION $15.00 CHARGEBACK $0.00 WEB/TEL AUTHORIZATION $25.00 ACH REJECT $0.00 ACH RETURNED ITEM $0.00 APPLICATION FEE $0.00 ACH MONTHLY FEE $0.00 ANNUAL FEE $0.OD0 OTHER: $0.00 MONTHLY GIFT SERVICE FEE $0.00 OTHER: DESCRIPTION DEBIT CREDIT PROFILE SETTINGS Max Single ($) Dollar amount Maximum dollar amount per individual transaction. Max Daily Transaction (#) Number Maximum number of transactions per day. Max Daily$ Maximum aggregated dollar amount per day. Max Period# Maximum number of transactions per rolling 14 days. Max Period $ Maximum aggregated dollar amount per rolling 14 days. Hold Days Number of days funds are held before settlement. Velocity Action Auto -response to items exceeding transaction limits. Decline NSF (non -sufficient funds) RETRUNED FEMS RE-PRESENTMENTSCHEDIJILE ACH NSF returns will be automatically re -presented to the customers financial institution the maximum number of times allowed by NACHA (National Automated Clearing House Association). First Timing of First Re -presentment (0=immediately, 1=1 day, 2=2 days etc.) Final Timing of Final Re -presentment (0=immediate, 1=1day, 2=2 days etc„ Common pays = Fridays, 1st or 15th) 02011 M rights reserved. NI Vadenarks, services marks and no. narre referenced in MIS numnal are me Property of their respectuve owns. P00911 Payrrent Pmc sing, Inc.- 5200 Central Ave. Newark CA 94MO -(Phi 80D-774.6462 (Fax) 8004MZPS Email: Solr ionPms@paypros.com CONFIDENTIAL- Payment Processing, Inc. vmw.Paypms.com Paw 1 of 2 American Express Discount Rate % OR ❑ Flat Monthly Fee - $7.95 ❑Retail $0.10 Trans Fee +0.30% CNP Downgrade Annual Volume Average Ticket ❑Services, Wholesale & All Other $0.15 Trans Fee Pay Frequency Options (Choose one) ❑ 3 Day ❑ 15 Day ❑ 30 Day ❑ Monthly Gross Pay (+.03% if $100k+) OR ❑ Daily Gross Pay By signing below, I represent that I have read and am authorized to sign and submit this Application an behalf of the entity above and all information I have provided herein is true, complete, and accurate. I authorize American Express Travel Related Services Company, Inc. ('American Express') to verify the information in this Application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies. I authorize and direct American Express to inform me directly, or through the entity above, of reports about me that American Express has requested from consumer reporting agencies. Such information will include the name and address of the agencyfumishing the report. I understand that upon American Expressapproval of the entity indicated above to accept the American Express Care the terms and conditions for American Express® Card Acceptance (-Terms and Conditions') will be sent to such entity along with a Welcome Letter. By accepting the American Express Card for the purchase of goods and/or services, or otherwise indicating its intention to be bound, the entity agrees to be bound by the Terms and Conditions. • - •- -- Equipment Type City Cost: Ownership Ship to: ❑ Rep ❑ Merchant o K.Program o u ase o ease Supplies Included: ❑Yes ❑ No o Rent o Other o Keprogrann o urcnase o Lease Payment Method for Equipment c Rent o Other o eprogram it Purchase o Lease ❑ ACH o Rent in Other ❑Check I Check # COMMENTS Signature Title Print Name Date 02011 Ail nghts reserved. All trademarks, services marks and save nacre referenced in this material are the pmpady of their respective owner. ppi0g11 Payment Processing, Inc. - 8200 Central Ave. Newark CA 94500 • (Ph) B0 774-RA92 (Fax) 800491-8776 Email: SolutionPros@paypros.com CONFIDENTIAL- Payment Processing, Inc. www.paypms.com Page 2 of 2 Attachment III PayPros Contract Terms and Conditions Payment Processing, Inc. Merchant Application & Agreement MERCHANT# ❑ NEW MERCHANT MOC AGENT NAME AGENT NUMBER APPIg2212O412337 ❑ ADD LOCATION NAME OF CORPORATION OR PARTNERSHIP MERCHANT'DOING BUSINESS AS' NAME City of Fort Collins City of Fort Collins CORPORATE ADDRESS LOCATION ADDRESS (NO PO BOX) PO Box 580 215 N Mason St CORPORATE CITY, STATE, ZIP LOCATION CITY, STATE, ZIP Fort Collins, CO, 80522 Fort Collins, CO, 80521 CORPORATE TELEPHONE NUMBER CORPORATE FAX NUMBER DBA TELEPHONE NUMBER DBA FAX NUMBER (970)221-6784 CORPORATE CONTACT LOCATION CONTACT EMAIL ADDRESS EMAIL ADDRESS EIN/FEDERAL TAX ID# HOW LONG AT THIS LOCATION BUSINESS START DATE(MM/YYYY) 84-6000587 BANK DDA (Direct Deposit Account) TRANSIT/ROUTING NUMBER ACCOUNT TYPE NAME ON BANK ACCOUNT ❑ CHECKING ❑ SAVINGS ❑ MONEY MARKET DELIVER STATEMENTS TO: ❑ LOCATION ADDRESS DELIVER CHARGEBACKS AND ❑ LOCATION ADDRESS ❑ CORPORATE ADDRESS RETRIEVALS TO: ❑ CORPORATE ADDRESS NAME OF OWNER/OFFICER #1 NAME OF OWNERIOFFICER #2 TITLE#1 PERCENT OF OWNERSHIP TITLE#2 RERCENTOF OWNERSHIP RESIDENCE ADDRESS #1 RESIDENCE ADDRESS #2 RESIDENCE CITY, STATE, ZIP #1 RESIDENCE CITY, STATE, ZIP #2 HOME TELEPHONE #1 SOCIAL SECURITY#1 BIRTH DATE HOME TELEPHONE #2 SOCIAL SECURITY #2 BIRTH DATE TYPE OF OWNERSHIP: ❑ SOLE OWNERSHIP ❑ PARTNERSHIP ❑ JOINT VENTURE ❑ LLC ❑ PUBLIC CORP ❑ PRIVATE CORP ❑ GOV'T CORP ❑ NON PROFIT ❑ OTHER ❑ RETAIL ❑ WHOLESALE ❑ RESTAURANT Y. ANNUAL CREDIT CARD SALES GENERATED: % OF CUSTOMER ORDERS DELIVERED IN: ❑ LODGING ❑ B2B MAIL/PHONE % 0-7 DAYS % ❑ MAIL ORDER /TELEPHONE ORDER INTERNET % 8.14 DAYS % ❑ INTERNET CARD SWIPE % 15-30 DAYS % ❑ CONVENIENCE STORE HAND KEYED ITEMS FACE TO FACE % MORE THAN 30 DAYS % ❑ CONVENIENCE STORE WITH GAS TOTAL 100% TOTAL 100% ❑ HOME BASED SALES DEPOSIT POLICY SALES ARE CHARGED (CHECK ONE): ❑ OTHER ARE CONSUMERS REQUIRED TO PROVIDE A ❑ AT DATE OF ORDER DEPOSIT? ❑ YES ❑ NO ❑ AT DATE OF DELIVERY IF INTERNET BUSINESS, LIST WEBSITE ADORES S: IF DEPOSIT REQUIRED, WHAT PERCENTAGE OF D AT DATE OF SHIPMENT THE TOTAL SALE IS REQUIRED? % ❑ OTHER DESCRIBE THE MERCHANDISE SOLD OR SERVICE PROVIDED: MASTERCARDVISA I I DISCOVER,REFUND POLICY DO YOU HAVE A REFUND POLICY FOR YOUR VISA/MASTERCARD/DISCOVER SALES? ❑ YES ❑ NO CHECK THE APPLICABLE REFUND POLICY: ❑ EXCHANGE D STORE CREDIT D MCNISA CREDIT ❑ OTHER IF VISNMASTERCARD/DISCOVER CREDIT, WITHIN HOW MANY DAYS DO YOU DEPOSIT CREDIT TRANSACTIONS? ❑ 0-3 DAYS ❑ 4-7 DAYS ❑ B-14 DAYS PREVIOUS•HISTORY CURRENT MERCHANT SERVICES PROVIDER NAME: IF YES, WHERE IS CARDHOLDER DATA STORED? NAME OF PRIMARY VAR: IS CARDHOLDER DATA STORED? ❑ MERCHANT ❑ YES ❑ VAR ONLY NAME OF SECONDARY VAR: ❑ NO ❑ BOTH MERCHANT AND MERCHANT VAR ❑ FDMS EXPORT ONLY ❑ UNKNOWN Payment Processing, Inc., is a registered ISO/MSP for Wells Fargo Bank, N.A., Walnut Creek, CA. Payment Processing, Inc. • 8200 Central Ave. Newark CA 94560 • (Ph) 800-774-6462 (Fax) 877-218-0715 Page 1 of 3 pp10911 AVERAGECREDYCARD •UADFI D •T r�pTEGQ Y UALIFI B TEG,p1q �NETWORK TICKET: Kta! (M Keta"VWrit III) �etai'F Cdf,Jf�etall Uebiumerit ul Paymentech $75.00 Debit RATES (Enter your existing account numbers or mark the services you would like to accept) ANNUAL VISA, MASTERCARD& DISCOVERV UAE: $p 1,000,000 SERVICE QUALIFIED PER ITEM SERVICE RATEIFEE PER EXISTING ACCOUNT ITEM NUMBER VISA CREDIT 0.000% $0.000 AMEX ❑ACCEPT VISA NON -PIN DEBIT 0.000 % $0.000 PIN DEBIT ❑ACCEPT $020 NFTVVDRK R FEE DEBITS MASTERCARD CREDIT 0.000 % $0.000 EBT ❑ACCEPT MASTERCARD NON -PIN DEBIT 0.000 % $0.000 DAILY ❑ACCEPT nlqrnNIA*DO�gmde DISCOVER CREDIT 0.000 % $0.000 ONLINE ❑ACCEPT $0.00 REPORTING DISCOVER NON -PIN DEBIT 0.000 % $0.000 American Express Dismount Rate % OR ❑ Flat Monthly Fee $7.95 ❑Retail CNP Dovmgratle of"030% Annual Volume Avg Ticket D Services, Wholesale 8 All Pay Frequency Options (Choose one) ❑ 3 Day ❑ 15 Day ❑ 30 Day ❑ Monthly Gross Pay (+.03 % if $look+) ❑ Daily Gross Pay NON-OUALIFiED TRANSACTIONS PRICING TYPE: Pass -through Plus 'Tiered - Mid -Qualified transactions (3-Tier only) are generally non -swiped domestic transactions Containing the appropriate Address Verification data, or corporate transactions containing the appropriate enhanced data, which are settled within 48 hours. Visa, MasterCard, Discover transactions not qualifying at the Qualified Category vnll be assessed a rate of % and $ for Mid -Qualified Credit and % and $ for Mid - Qualified Non -PIN Debit. Non -Qualified transactions are generally transactions that do not fall into the above Qualified or Mid -Qualified category. Visa, MasterCard, Discover transactions not qualifying at the Qualified or Mid -Qualified category will be assessed a rate of % and $ for Non - Qualified Credit and % and § for Non -Qualified Non -PIN Debit. "EBB - Transactions not qualifying at the Qualified Category will be assessed a rate of % plus pass -through of incremental interchange according to Visa, MasterCard, Discover rules and regulations. ' IPT (Interchange Pass -through) - All transactions will be billed at pass -through of interchange and assessments rates as determined by Visa, MasterCard, Discover. The Qualified Discount Rate above will be charged on all transactions. 0 Association Dues & Assessments. All Association fees for Services set forth in this Agreement will be passed through to you to reflect all our costs associated with cross -border transactions, acquiring and usage fees, and similar items. OTHER FEE SERVICE FEE I SERVICE $0.00 BATCH SETTLEMENT $0.130 VISA AUTHORIZATION $1.50 VOICE AUTHORIZATION $0.130 1 MASTERCARD AUTHORIZATION $0.00 ADDRESS VERIFICATION $0.130 DISCOVER AUTHORIZATION $0.00 MONTHLY STATEMENT $0.100 AMERICAN EXPRESS AUTHORIZATION $0.00 MINIMUM DISCOUNT $0.00 ACH AUTHORIZATION $15.00 CHARGEBACK $0.00 VVEBIrEL AUTHORIZATION $25.00 ACH REJECT $0.00 ACH RETURNED ITEM $0.00 APPLICATION FEE $0.00 ACH MONTHLY FEE $0.00 ANNUAL FEE $0.000 OTHER: $0.00 MONTHLV GIFT SERVICE FEE $0.00 OTHER: ACH OPTIONS PORTAL OPTIONS ❑ ACH SERVICES ACH TRANSACTION TYPES ❑ ACH DB ❑ ACHCR ❑ VVEBlTEL ❑ PPD DESCRIPTION DEBIT CREDIT PROFILESETTINGS Max Single ($) Dollar amount Maximum dollar amount per individual transaction. Max Daily Transaction (#) Number Maximum dumber of transactions per day. Max Daily$ Maximum aggregated dollar amount per day. Max Period# Maximum number of transactions per rolling 14 days. Max Period $ Maximum aggregated dollar amount per rolling 14 days. Hold Days Number of days funds are held before settlement. Velocity Action Auto -response to items exceeding transaction limits. Decline ACH NSF returnswill be automatically re -presented to the customers financial institution the maximum number of times allowed by NACHA (National Automated Clearing House, . First Timing of First Re -presentment (0=immediately, 1=1 day, 2=2 days etc.) Final Timing of Final Re -presentment (0=immediate, 1=1day, EQUIPMENTPPI USE ONLY) Equipment Type Qty 2=2 days etc„ Common Pay Days = Fridays, 1st or 151h) Cost: Ownership Iship to: ❑ Rep ❑ Merchant o Reprogram cHurcrasa o Lease o Rent o Other Supplies Included: ❑Yes ❑ No I, eprogram o ur rase o ease o Rent o Other Payment Method for Equipment o Reprogram c Humnase D ease .Rem D Other ❑ ACH Check It Payment Processing, Inc., is a registered ISOIMSP for Wells Fargo Bank, N.A., Walnut Creek, CA. PPi0911 Payment Processing, Inc. • 8200 Central Ave. Newark CA 94560 • (Ph) 800-774-6462 (Fax) 877-218-0715 Page 2 of 3 Equipment Leasing Option - First Data Global Leasing Lease Term: coos. Annual Tax Handling Fee: $10.20 Total Monthly Lease Charge: $ w/o taxes, late fees, or other charges that may apply— See Lease Agreement in Program Guide for details. COMMENTS • • • • - Merchant certifies that all information set forth in this completed Merchant Processing Application and Agreement is true and correct and that Merchant has received a copy of the Program Guide, Schedule A and Confirmation Page, which is part of this Merchant Processing Application and Agreement and by this reference incorporated herein. Merchant further agrees that Merchant will not accept more than 20 % of its card transactions via mail, telephone or Internet order. However, if your Application is approved based upon contrary information staled in the Visa / MasterCard / DISCOVER Transaction Information section above, you are authorized to accept transactions in accordance with the percentages indicated in that section. This signature page also serves as a signature page to the Equipment Lease Agreement and the American Express Card Acceptance Agreement appearing in the Third Party Section of the Program Guide, if selected, the undersigned Merchant being the "Lessee" for purposes of such Equipment Lease Agreement and/or "You" and "Your" for the purposes of the American Express Card Acceptance Agreement. Client authorizes First Data Merchant Services Corporation ("FDMS"), Payment Processing, Inc. ("PPI") and Wells Fargo Bank, N.A. ("Bank") and their agents to investigate the references, statements and other data contained herein and to obtain additional information from credit bureaus and other lawful sources, including persons and companies named in this Merchant Processing Application and Agreement. Merchant authorizes FDMS, PPI and BANK and their agents (a) to procure information from any consumer reporting agency bearing his/her personal credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living, and (b) to contact all previous employers, personal references and educational institutions. It is our policy to obtain certain information in order to verify your identity while processing your account application. By signing below, 1 represent that I have read and am authorized to sign and submit this application for the above entity which agrees to be bound by the American Express® Card Acceptance Agreement ("Agreement's, and that all information provided herein is true, complete and accurate. I authorize FDMS, PPI and American Express Travel Related Services Company, Inc. ("AXP") and AXP's agents and Affiliates to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies, and disclose such information to their agent, subcontractors, Affiliates and other parties for any purpose permitted by law. I authorize and direct FDMS, PPI, AXP and AXP Agents and Affiliates to inform me directly, or through the entity above, of reports about me that they have requested from consumer reporting agencies. Such information will include the name and address of the agency banishing the report. I also authorize AXP to use the reports from consumer reporting agencies for marketing and administrative purposes. 1 understand that upon AXP's approval of the Application, the entity will be the Agreement and materials welcoming it, either to AXP's program for FDMS to perform services for AXP a in AXP's standard Card acceptance program, which has different servicing terms (e.g., different speeds of pay). I understand that if the entity does not qualify for the FDMS servicing program, the entity may be rolled in AXP's standard Card acceptance program, and the entity may terminate the Agreement. By accepting the American Express Card for the purchase of goods and/or services, or otherwise indicating its intention to be bound, the entity agrees to be bound by the Agreement. Merchant authorizes FDMS, PPI and Bank and their affiliates to debit Merchant's designated bank amount via Automated Clearing House (ACH) for costs associated with all processing fees, equipment hardware, software and shipping (if applicable). You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U.S.C. Section 5361 at seq, as may be amended from time to time. Merchant agrees to all the terms of this Merchant Processing Application and Agreement. This Merchant Processing Application and Agreement shall not take effect until Merchant has been approved and this Agreement has been accepted by FDMS, PPI and Bank. THIS MERCHANT PROCESSING APPLICATION AND AGREEMENT HAS BEEN EXECUTED ON BEHALF OF AND BY THE AUTHORIZED MANAGEMENT OF MERCHANT AS OF THE EFFECTIVE DATE. BUSINESS CORPORATE (LEGAL) NAME: City Of Fort Collins SIGNATURE SIGNATURE TITLE TITLE PRINT NAME PRINT NAME DATE DATE PERSONAL GUARANTEE(S) The undersigned guarantees to FDMS, PPI and Bank the performance of this Agreement, the American Express Card Acceptance Agreement, and First Data Lease, if applicable, and any addendum thereto by Merchant, and in the event of default, hereby waives Notice of Default and agrees to indemnify the other parties, including payment of all sums due and owing and costs associated with enforcement of the terms thereof. FDMS, PPI and Bank shall not be required to first proceed against Merchant or enforce any other remedy before proceeding against the under -signed individual. This is a continuing guarantee and shall not be discharged or affected by the death of the under -signed and shall bind the heirs, administrators, representatives and assigns and be enforced by or for the benefit of any successor of FDMS, PPI and Bank. The tens of this guarantee shall be for the duration of the Merchant Processing Application and Agreement, the American Express Card Acceptance Agreement, and First Data Lease, if applicable and any addendum thereto, and shall guarantee all obligations which may arise or occur in connection with my activities during the term thereof, though enforcement may be sought subsequent to any termination. SIGNATURE SIGNATURE PRINT NAME PRINT NAME Accepted By Payment Processing, Inc. Wells Fargo Bank, N.A., 1200 Montego Way, Walnut Creek, CA 94598 Signature X Signature X Title Title Date Date Payment Processing, Inc., is a registered ISO/MSP for Wells Fargo Bank, N.A., Walnut Creek, CA. All trademarks, services marks and trade name referenced in this material are the property of their respective owners. Payment Processing, Inc. • 8200 Central Ave. Newark CA 94560 • (Ph) 800-774-6462 (Fax) 877-218-0715 ppi0911 0 2011 All rights mserved. page 3 of 3 1'4tI Pmtnunt Woressnig INCORPORATED Voided Check Form Staple Voided Check Here Please staple a voided check from your business checking account to this sheet. Your application cannot be processed without an imprinted voided check. tarter Checks, Deposit Slips or Spec Sheets are not acceptable...) (Business Name & Address must be imprinted on the checks and match exactly as Corporate or DBA Info on the application or a bank letter will be required! The bank letter must be on a bank letter head, and state the Business Name, Bank Routing Number, and Account Number Also signed by a bank representative. .- This Merchant Agreement ("Agreement's is a contract between you and Payment Processing, Inc., a registered ISO/MSP for Wells Fargo Bank, N.A., and applies to your use of the merchant account services. You must read, agree with and accept all of the Terms and Conditions and Operating Procedures in their entirety. These documents describe the terms under which we will provide merchant processing services to you. We may amend this agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of Substantial Change by posting notice on the "Policy Updates" page of our website. We last modified this agreement on January 20, 2009. From time to time you may have questions regarding the contents of your Agreement with us. The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked: 1. Your discount rates are assessed on transactions that qualify for certain reduced interchange rates imposed by MasterCard and Visa. Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Terms and Conditions Section 8). 2. We may debit your bank account from time to time for amounts owed to us under this Agreement. 3. There are many reasons why Chargeback may occur. When they occur we will debit your settlement funds or settlement account. For more detailed discussion regarding Chargebacks see Terms and Conditions Section 11. 4. If you dispute any charge of funding, you must notify us within 45 days of the date of the statement where the charge or funding appears, or should have appeared. Association Disclosure Member Bank Information: Wells Fargo Bank, N.A. The Bank's mailing address is Wells Fargo Bank, N.A., 1200 Montego Way, Walnut Creek, CA 94598 and its phone number is 1-800-451-5817. Important Member Bank Responsibilities (a) The Bank isthe only entity approved to extend acceptance of Association products direct to a Merchant (b) The Bank must be a principal (signer) to the Merchant Agreement (c) The Bank is responsible for and must provide settlement funds to the Merchant. (d) The Bank is responsible for all funds held in reserve that are derived from settlement. 5. This agreement limits our liability to you. For a detailed description of the liability see Terms and Conditions Section 13. 6. We have assumed certain risks by agreeing to provide you with Card processing. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement and/or hold monies otherwise payable to you (see Terms and Conditions Section 16, Terms of Agreement; Section 19, Events of Default and Section 20, Reserve Account; Security Interest), under certain circumstances. 7. Authorization to review Credit and Financial Information/Offer and Acceptance. By executing this Agreement with us you are authorizing us to obtain financial and credit information regarding your business and the signer and guarantors of the Agreement until all your obligations to us are satisfied. Important Merchant Responsibilities: (a) Ensure compliance with cardholder data security and storage requirements. (b) Maintain fraud and chargebacks below Association thresholds. (c) Review and understand the terms of the Merchant Agreement. (d) Comply with Associations rules. By its signature below, Merchant acknowledges that it has received the complete Tens and Conditions and Operating Procedures (consisting of two separate documents. The Terms and Conditions include this confirmation). Merchant further acknowledges reading and agreeing to all terms in the Terms and Conditions, which shall be incorporated into Merchant's Agreement. Upon receipt of a signed facsimile or original of this Confirmation Page by us, Merchant's Application will be processed. Merchant understands that a copy of the Operating Guide is available for Merchant's Business Principal: X Title signs ere p ease sign a owe PPIcp04l l Page 1 of 18 CREDIT AND DEBIT CARD PROCESSING SERVICES Terms and Conditions 1 Requirements. The following rules are requirements strictly enforced by Visa, MasterCard and Discover Network: (a) You cannot establish minimum or maximum amounts as a condition for accepting a Card, except that for Discover Network transactions, you may limit the maximum amount a Discover Network Cardholder may spend if, and only if, you have not received a positive authorization response from the Card Issuer; (b) You cannot impose a surcharge or fee for accepting a Card; (c) You cannot establish any special conditions for accepting a Card; (d) You cannot establish procedures that discourage, favor or discriminate against the use of any particular Card. However, you may choose not to accept either U.S. issued Debit Cards or U.S. issued Credit Cards under the terms described in Section 2; (e) You cannot require the Cardholder to supply any personal information (e.g., home or business phone number; home or business address; or driver's license number) unless instructed by the Authorization Center. The exception to this is for a mail/telephone/Intemet order or delivery -required transaction, and zip code for a card -present key -entered transaction in order to obtain an Address Verification ("AVS"). Any information that is supplied by the Cardholder must not be in plain view when mailed; (f) Any lax required to be collected must be included in the total transaction amount and not collected in cash; (g) You cannot submit any transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible; (h) You cannot submit a transaction or sale that has been previously charged back; (i) You must create a Sales or Credit Draft for each Card transaction and deliver at least one copy of the Sales or Credit Draft to the Cardholder; Q) You cannot submit a transaction or sale to cover a dishonored check; (k) If you accept Card checks, your Card check acceptance policy must treat the acceptance of checks from all payment card brands that you accept equally. (e.g., if you accept MasterCard, Visa and Discover Network, your check acceptance Policy must treat checks for all three payment card brands equally). You should handle these Card checks like any other personal check drawn upon a bank in the United States; (1) Failure to comply with any of the Association Rules may result in fines or penalties. 2 Card Acceptance. If you have indicated either in the Application or by registering with us at least thirty (30) days in advance that, as between Non -PIN Debit Card transactions and Credit Card transactions, you will limit your acceptance to either (i) only accept Non -PIN Debit transactions; or (if) only accept Credit Card transactions, then the following terms in this Section 2 will apply: 2.1 You will be authorized to refuse to accept for payment either Non - PIN Debit Cards or Credit Cards that are issued within the United States. You will, however, continue to be obligated to accept all foreign issued Credit or Debit Cards issued by MasterCard, Visa or Discover Network so long as you accept any type of MasterCard, Visa or Discover Network branded Card. 2.2 While many Debit Cards include markings indicating debit (such as "Visa Checkcard, Visa Buxx, Gift Card, DEBIT, or Mastermoney), many Debit Cards do not include any such markings and will not have such markings until January 2007. It will be your responsibility to determine at the point of sale whether a Card is of a type that you have indicated that you will accept. You agree to institute appropriate systems and controls to limit your acceptance to the Card types indicated. You may purchase a table of ranges of numbers currently associated with Debit Card transactions upon execution of confidentiality/non-disclosure agreements required by the Associations. You will be responsible for updating your systems to utilize such tables and to obtain updated tables. 2.3 To the extent that you inadvertently accept a transaction that you are not registered to accept, such transaction will downgrade to a Non - Qualified Credit Transaction and the Discount Rate that will be applied to the transaction will be your Non -Qualified Rate. 2.4 Based upon your choice to accept only the Card types indicated in the application you must remove from your premises any existing signage indicating that you accept all Visa, MasterCard or Discover Network Cards and use approved specific signage reflecting your policy of accepting only Non -PIN Debit or Credit Cards. 2.5 Even if you elect not to accept Non -PIN Debit Card transactions as provided above, you may still accept PIN Debit Card transactions if you have signed up for PIN Debit Card Services. The terms in Section 22 shall apply to such services. 3 Deposits of Principals. Owners, partners, officers and employees of your business establishment, and the guarantors who signed the Application, are prohibited from submitting Sales Drafts or Credit Drafts transacted on their own personal Cards, other than transactions arising from bona fide purchases of goods or services in the ordinary course of your business. Such use in violation of this Section 3 is deemed a cash advance, and cash advances are prohibited. 4 Cash Payments by and Cash Disbursements to Cardholders. You must not accept any direct payments from Cardholders for charges of merchandise or services which have been included on a Sales Draft; it is the right of the Card Issuer to receive such payments. You may not make any cash disbursements or cash advances to a Cardholder as part of a Card transaction unless you are a financial institution with express authorization in writing in advance from Services. 5 Data Security THE FOLLOWING IS IMPORTANT INFORMATION REGARDING THE PROTECTION OF CARDHOLDER DATA. PLEASE REVIEW CAREFULLY AS FAILURE TO COMPLY CAN RESULT IN SUBSTANTIAL FINES AND LIABILITIES FOR UNAUTHORIZED DISCLOSURE AND TERMINATION OF THIS AGREEMENT. 5.1 Payment Card Industry Data Security Standards (PCI DSS). Visa, MasterCard, American Express, Discover Network and JCB aligned data security requirements to create a global standard for the protection of Cardholder data. The resulting Payment Card Industry Data Security Standards (PCI DSS) defines the requirements with which all entities that store, process, or transmit payment card data must comply. PCI DSS is the name used to identify those common data security requirements. The Cardholder Information Security Program (CISP) is Visa USA's data security program, the Site Data Protection (SDP) program is MasterCard's data security program and Discover Network Information Security and Compliance (DISC) is Discover Network's data security program, each based on the PCI DSS and industry aligned validation requirements. PCI DSS compliance validation is focused on any system(s) or system component(s) where Cardholder data is retained, stored, or transmitted, including: • All external connections into your network (i.e., employee remote access, third party access for processing, and maintenance); • All connections to and from the authorization and settlement environment (i.e., connections for employee access or for devices such as frewalls, and routers) ; and • Any data repository outside of the authorization and settlement environment. The Associations or we may impose fines or penalties, or restrict you from accepting Cards if it is determined that you are not compliant with the applicable data security requirements. We may, in our sole discretion, suspend or terminate Card processing Services under your Merchant Agreement for any actual or suspected data security compromise. Detailed information about PCI DSS compliance can be found at the PCI DSS Council's website: www.pcisecudtvstandards.org. Detailed information about Visa's CISP program can be found at Visa's CISP website: www.visa.com/ciso. Detailed information about MasterCard's SDP program can be found at the MasterCard SDP website: htto7/www.masterCrd.com/us/merchant/semdty/sdo orogram.html Detailed information about DISC can be found at Discover Network's DISC website: hlto://www.discovernetwork.com/fraudsecority/disc.html. 5.2 You must comply with the data security requirements shown below: (a) You must install and maintain a secure network frewall to protect data across public networks; (b) You must encrypt stored data and data sent across networks; (c) You must use and regularly update anti- virus software and keep security patches up-to-date; (d) You must restrict access to data by business "need to know", assign a unique ID to each person with computer access to data and track access to data by unique ID; (e) Don't use vendor -supplied defaults for system passwords and other security parameters; (f) You must regularly test security systems and processes; (g) You must maintain a policy that addresses information security for employees and contractors; (h) You PPItcol 11 Page 2 of 18 7363 Electronic Payment Processing Exhibit A — Scope of Services Exhibit B — Insurance Certificate Exhibit C — Confidentiality Exhibit D — Contract Sum Exhibit 1 — Questions and Answers Exhibit 2 — 2011 Processing Data Attachment I — PCI Documentation Attachment 11 — Schedule A Attachemnt III — Contract Terms and Conditions Attachment IV — Service Agreement must restrict physical access to Cardholder information; (i) You may not transmit Cardholder account numbers to Cardholders for Internet transactions; 0) You cannot store or retain Card Validation Codes (three -digit values printed in the signature panel of most Cards, and a four -digit code printed on the front of an American Express Card); (k) You cannot store or retain Magnetic Stripe data, PIN data or AVS data. Only Cardholder account number, Cardholder Name and Cardholder expiration date can be retained subsequent to transaction authorization; (1) You must destroy or purge all Media containing obsolete transaction data with Cardholder information; (m) You must keep all systems and Media containing Card account, Cardholder, or transaction information (whether physical or electronic) in a secure manner so as to prevent access by, or disclosure to any unauthorized party; and (n) For Internet transactions, copies of the transaction records may be delivered to Cardholders in either electronic or paper format. 5.3 You may be subject to ongoing validation of your compliance with PCI DSS standards. Furthermore, we retain the right to conduct an audit (al your expense if such audit discovers noncompliance with any of your obligations as set forth in this Paragraph 5), performed by us or a third party designated by us to verify your compliance, or that of your agents or third party providers, with security procedures and these Operating Procedures. 5.4 In the event that transaction data suspected of having been accessed or retrieved by any unauthorized person or entity, contact us immediately and in no event more than 24 hours after becoming aware of such activity. 5.6 You must, at your own expense (i) perform or cause to be performed an independent investigation (including a forensics analysis) of any data security breach of Card or transaction data, (it) perform or cause to be performed any remedial actions recommended by any such investigation, and (iii) cooperate with us in the investigation and resolution of any security breach. 5.6 Required Information for Discover Network Security Breaches. For security breaches involving Discover Network transactions and/or track data, you must provide us and/or Discover Network with the following information to the extent it is known to you or in your possession and/or control: (i) the date of breach; (it) details concerning the data compromised (e.g., account numbers and expiration dates, Cardholder names and addresses, etc.); (III) the method of such breach; (iv) your security personnel contacts; (v) the name of any person (including law enforcement) assisting you with your investigation of such breach; and (vi) any other information which we reasonably request from you concerning such breach, including forensics reports. You shall provide such information as soon as practicable, and the items listed in (i)-(v) shall be provided to us in any event within 48 hours of your initial notification to us of the breach. Discover Network reserves the right to conduct on -site visits to ensure compliance with its requirements. 5.7 Third Parties. The data security standards set forth above also apply to any agent or third party provider that you may use to store, process or transmit Cardholder data. In addition, such agents or third party providers must be registered with the applicable Association. Therefore, you must: (a) Notify us in writing of any agent or third party processor that engages in, or proposes to engage in, the storing, processing or transmitting of Cardholder data on your behalf, regardless of the manner or duration of such activities and; (b) Ensure that all such agents or third party processors are (i) registered with the applicable payment card brands; and fill comply with all applicable data security standards, including, without limitation, the PCI DSS. You are solely responsible for the compliance of any and all third parties that are given access by you, to Cardholder data, and for any third party software that you may use. Credit Card Operating Procedures; Association Rules 6.1 You agree to follow all requirements of this Agreement in connection with each Card transaction and to comply with all applicable Association Rules. From time to time, we may amend the Operating Procedures, by providing you with at least 20 days' prior written notice, and those provisions will be deemed incorporated into this Agreement. However, for changes in the Association Rules or for security reasons, certain changes in Card procedures may become effective on shorter notice. 6.2 Our Agreement with you includes Operating Procedures which contain procedures, instructions and other directives relating to Card transactions. If you fail to follow any of the provisions of the Operating Procedures, you may incur certain liabilities or we may terminate the Agreement. You will receive the Operating Procedures at the time you sign your Merchant Agreement and you may request additional copies at anytime from your sales representative or by calling customer service. You agree that if you process Card transactions, you will comply with the Operating Procedures for all transactions you process. The current Operating Procedures are also available online at http://www.paypros.com/fdmsdocs/ppiopguide0408.pdf. If there are any inconsistencies between the Mer&ant Application and Agreement and the Operating Procedures, the Merchant Application and Agreement will govern. If any part of the Merchant Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. 7 Settlement Your funds for MasterCardNisa/Discover Network transactions will be processed and transferred to your financial institution within two (2) Business Days from the time a Batch is received by Processor if your financial institution is the Bank. If your financial institution is not the Bank, your MasterCard/Visa/Discover Network transactions will be processed via the Federal Reserve within two (2) Business Days from the time a batch is received by Processor. The Federal Reserve will transfer such amounts to your financial institution. 8 Settlement Of Card Transactions 8.1 We will only be required to settle Card transactions for Card types specified in your Application. Promptly after presentment of Sales Drafts pursuant to the Operating Procedures, we will initiate a transfer of the applicable settlement funds to you. 8.2 All settlements for Visa, MasterCard and Discover Network Card transactions will be net of Credits/refunds, adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you. We may also set off from any payments otherwise due, any amounts owed to our affiliates (and/or affiliates of Bank) whether or not arising out of or related to this Agreement. 8.3 All Credits to your Settlement Account or other payments to you are provisional and are subject to, among other things, our final audit, Chargebacks (including our related losses), fees and fines imposed by the Associations. You agree that we may debit or credit your Settlement Account for any deficiencies, overages, fees and pending Chargebacks, or may deduct such amounts from settlement funds due to you. Alternatively, we may elect to invoice you for any such amounts, net due 30 days after the invoice date or on such earlier date as may be specified. 8.4 We will not be liable for any delays in receipt of funds or errors in debit and Credit entries caused by third parties including but not limited to any Association or your financial institution. 8.5 In addition to any other remedies available to us under this Agreement, you agree that should any Event of Default (see Section 17) occur, we may, with or without notice, change processing or payment terms and/or suspend Credits or other payments of any and all funds, money and amounts now due or hereafter to become due to you pursuant to the terms of this Agreement, until we have had reasonable opportunity to investigate such event. 9 Exclusivity During the term of this Agreement, you shall use us as your exclusive provider of all Services. 10 Fees; Adjustments; Collection Of Amounts Due 10.1 You acknowledge that for Visa, MasterCard and Discover transactions, we will process your Card transactions at the Qualified Discount Rate only when your transactions meet certain criteria set by the applicable Association and us. When your Card transactions fail to meet those qualification criteria, we will process your transactions at the higher Non -Qualified Discount Rate (or, in certain circumstances, at an intermediate Mid -Qualified Discount Rate) indicated in this Merchant Application and Agreement. The current requirements for the Qualified Discount Rate and, if applicable, the Mid- and Non -Qualified Discount Rates will be given to you upon acceptance of .your application and are also available for your review by asking your sales representative or calling customer service. 10.2 All authorization fees will be charged for each transaction that you attempt to authorize. All capture fees will be charged for each transaction that you transmit to us for settlement. 10.3 The fees for Services set forth in this Agreement are based upon assumptions associated with the anticipated annual volume and average transaction size for all Services as set forth in this Agreement and your method of doing business. If the actual volume or average transaction size are in substantial part not as expected or if you PPItcol 11 Page 3 of 18 significantly alter your method of doing business, we may adjust your discount fee and transaction fees without prior notice. 10.4 The fees for Services set forth in this Agreement may be adjusted to reflect increases or decreases by Associations in interchange, assessments and other Association fees or to pass through increases charged by third parties for on-line communications and similar items. All such adjustments shall be your responsibility to pay and shall become effective upon the dale any such change is implemented by the applicable Association or third party. 10.5 Subject to Section 15.3, we may also increase our fees for Services for any other reason by notifying you 30 days prior to the effective dale of any such change. 10.6 If you receive settlement funds by wire transfer, we may charge a wire transfer fee per wire. 10.7 To the extent the Automated Clearing House ("ACM') settlement process is used to effect debits or Credits to your Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association, as in effect from time to time. You hereby authorize us to initiate credit and debit entries and adjustments to your account through the ACH settlement process and/or through direct instructions to the financial institution where your Settlement Account is maintained for amounts due under this Agreement and under any agreements with us or our affiliates for any related services, as well as for any credit entries in error. You hereby authorize the financial institution where your Settlement Account is maintained to effect all such debits and credits to your account. This authority will remain in full force and effect until we have given written notice to the financial institution where your Settlement Account is maintained that all monies due under this Agreement and under any other agreements with us or our affiliates for any related services have been paid in full. 10.8 You agree to pay any fines imposed on us by any Association resulting from Chargebacks and any other fees or fines imposed by an Association with respect to your acts or omissions. You are also responsible for any fines or fees imposed on us as a result of acts or omissions by your agents or third parties. 10.91f your Chargeback percentage for any type of business conducted by you exceeds the estimated industry Chargeback percentage for such business types, you shall, in addition to the Chargeback fees and any applicable Chargeback handling fees or fines, pay us an excessive Chargeback fee for all Chargebacks occurring in such month in such types (s) of business. Each estimated industry Chargeback percentage is subject to change from time to time by us in order to reflect changes in the industry Chargeback percentages reported by Visa, MasterCard or Discover Network. Your Chargeback Percentage will be calculated as the larger of (a) the total Visa, MasterCard and Discover Network Chargeback items in any type of business in any calendar month divided by the number of Visa, MasterCard and Discover Network transactions in that line of business submitted that month; or (b) the total dollar amount of Visa, MasterCard and Discover Network Chargebacks in any type of business received in any calendar month divided by the total dollar amount of your Visa, MasterCard and Discover Network transactions in that line of business submitted in that month. 10.10 If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within 45 days after any debit or Credit is or should have been effected. If you notify us after such time period, we may, in our discretion, assist you, at your expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties, but we shall not have any obligation to investigate or effect any such adjustments. Any voluntary efforts by us to assist you in investigating such matters shall not create any obligation to continue such investigation or any future investigation. 11 Chargebacks 11.1 You shall be responsible for reimbursing us for all transactions you submit that are charged back. See the Operating Procedures for additional information regarding Chargebacks and Chargeback procedures. 11.2 You shall reimburse us for any Chargebacks, return items, or other losses resulting from your failure to produce a Card transaction record requested by us within the applicable time limits. 12 Representations; Warranties; Limitations On Liability; Exclusion Of Consequential Damages 12.1 Without limiting any other warranties hereunder, you represent and warrant as to each Card transaction submitted under our Agreement that: 12.1.1 The Card transaction represents a bona fide sale/rental of merchandise or services not previously submitted; 12.1.2 The Card transaction represents an obligation of the Cardholder for the amount of the Card transaction; 12.1.3 The amount charged for the Card transaction is not subject to any dispute, setoff or counterclaim; 12.1.4 The Card transaction amount is only for the merchandise or services (including taxes, but without any surcharge) sold or rented and, except for any delayed delivery or advance deposit Card transactions expressly authorized by this Agreement, the merchandise or service was actually delivered to or performed for the person entering into the Card transaction simultaneously upon your accepting and submitting the Card transaction for processing; 12.1.5 The Card transaction does not represent the refinancing of an existing obligation of the Cardholder (including any obligation otherwise owed to you by a Cardholder or arising from the dishonor of a personal check); 12.1.6 You have no knowledge or notice of any fact, circumstances or defense which would indicate that the Card transaction was fraudulent or not authorized by the Cardholder or which would otherwise impair the validity or collectability of the Cardholder's obligation arising from such Card transaction or relieve the Cardholder from liability with respect thereto; 12.1.7 The Card transaction submitted to us was entered into by you and the Cardholder, 12.1.8 The Card transaction was made in accordance with this Agreement, the Association Rules and the Operating Procedures; and 12.1.9 The Card transaction is not a payment for a product or service that violates federal, state or local law in any jurisdiction that may be applicable. 12.2 THIS AGREEMENT IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY SERVICES OR ANY GOODS PROVIDED BY A THIRD PARTY. 12.3 IN NO EVENT SHALL EITHER PARTY, OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLIENT ACKNOWLEDGES AND AGREES THAT PAYMENT OF ANY EARLY CANCELLATION FEE OR LIQUIDATED DAMAGES AS PROVIDED ELSEWHERE IN THIS AGREEMENT SHALL NOT BE PROHIBITED BY THIS PARAGRAPH. 12A NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTIONS 12.5 or 20), OUR CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE - ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED, (1) $50,000; OR (II) THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THE AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS. 12.5 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING BUT NOT LIMITED TO SECTION 20), OUR LIABILITY FOR ANY DELAY IN FUNDING TRANSACTIONS TO YOU FOR ANY REASON WILL BE LIMITED TO INTEREST COMPUTED FROM THE DATE THAT YOU SUBMIT THE PPItc0141 Page 4 of 18 TRANSACTION TO THE DATE THAT WE FUND THE TRANSACTION AT THE RATE OF THE FEDERAL FUNDS, AS ESTABLISHED BY THE FEDERAL RESERVE BOARD FROM TIME TO TIME, LESS ONE PERCENT (1 % ). 12.6 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BANK IS NOT RESPONSIBLE, AND SHALL HAVE NO LIABILITY, TO YOU IN ANY WAY WITH RESPECT TO DISCOVER NETWORK CARD, AMERICAN EXPRESS CARD, JCB CARD, PIN DEBIT CARD, AND ELECTRONIC BENEFITS TRANSFER TRANSACTIONS, TELECHECK CHECK SERVICES, TRS COLLECTION SERVICES, GIFT CARD SERVICES, AND TRANSACTIONS INVOLVING CARDS FROM OTHER NON -BANK CARD ASSOCIATIONS SUCH AS VOYAGER FLEET SYSTEMS, INC., WRIGHT EXPRESS CORPORATION AND WRIGHT EXPRESS FINANCIAL SERVICES CORPORATION. 13 Confidentiality 13.1 Unless you obtain consents from us and each applicable Association, Card Issuer and Cardholder, you must not use, disclose, store, sell or disseminate any Cardholder information obtained in connection with a Card transaction (including the names, addresses and Card account numbers of Cardholders) except for purposes of authorizing, completing and settling Card transactions and resolving any Chargebacks, Retrieval Requests or similar issues involving Card transactions, other than pursuant to a court or governmental agency request, subpoena or order. You shall use proper controls for and limit access to, and render unreadable prior to discarding, all records containing Cardholder account numbers and Card imprints. You may not retain or store Magnetic Stripe data or Card Validation Codes after a transaction has been authorized. If you store any electronically captured signature of a Cardholder, you may not reproduce such signature except upon our specific request. 13.2 You acknowledge that you will not obtain ownership rights in any information relating to and derived from Card transactions. Cardholder account numbers, personal information and other Card transaction information, including any databases containing such information, may not be sold or disclosed to a third party as an asset upon a bankruptcy, insolvency or failure of Client's business. Upon a bankruptcy, insolvency or failure of Client's business all Card transaction information must be returned to Servicers or acceptable proof of the destruction of all Card transaction information must be provided to Servicers. 14 Assignments 14.1 Any transfer or assignment of this Agreement by you, without our prior written consent, by operation of law or otherwise, is voidable by us. Furthermore, you shall indemnify and hold us harmless from all liabilities, Chargebacks, expenses, costs, fees and fines arising from such transferee's or assignee's Submission of Card transactions to us for processing. For purposes of this Section 14, any transfer of voting control shall be considered an assignment or transfer of this Agreement. 14.2 The payment Services provided by us require access to a single bank account in which we may initiate both Credits and debits. You may not enter into any agreement that would require, in any circumstance or event, the transfer of any payments or proceeds from Credit Card transactions covered by this Agreement to the custody or control of any third party. You may not assign any rights, including the right of payment under this Agreement, to any other person. In the event that you make an assignment (or provide a security interest) of receivables covered by this Agreement, then we may, at our option, elect to: (a) refuse to acknowledge such assignment unless accompanied by an Authorization to both initiate debits or Credits to the bank account of the assignee, (b) terminate this Agreement immediately, or (c) charge for any transfers that we are called upon to make manually to fulfill such an assignment at the rate of $100 per transfer. 14.3 Upon notice to you, another Visa and MasterCard member may be substituted for Bank under whose sponsorship this Agreement is performed with respect to Visa and MasterCard transactions. Upon substitution, such other Visa and MasterCard member shall be responsible for all obligations required of Bank for Visa and MasterCard transactions, including without limitation, full responsibility for its bank Card program and such other obligations as may be expressly required by applicable Association Rules. 14.4 Subject to Association Rules, we may assign or transfer this Agreement and our rights and obligations hereunder and/or may delegate our duties hereunder, in whole or in part, to any third party, whether in connection with a change in sponsorship, as set forth in the preceding sentence, or otherwise, without notice to you or your consent. 14.5 Except as set forth elsewhere in this Section and as provided in the following sentence, this Agreement shall be binding upon successors and assigns and shall inure to the benefit of the parties and their respective permitted successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, or other person charged with taking custody of a party's assets or business, shall have any right to continue, assume or assign this Agreement. 15 Term; Account Closure Fee 15.1 This Agreement shall become effective upon the date this Agreement is approved by our Credit Department. 15.2 The initial term of this Agreement shall be for three (3) years ("Initial Term") and shall continue in force on a month to month basis until either party terminates the Agreement upon written notice to the other. 15.3 Notwithstanding the above or any other provisions of this Agreement, we may terminate this Agreement at any time and for any reason by providing 30 days' advance notice to you. We may terminate this Agreement immediately or with shorter notice upon an Event of Default as provided under Section 17 of this Agreement. In the event we provide notice to you of an increase in the fees for Services, pursuant to Section 10.5, you may terminate this Agreement without further cause or penalty by providing us 30 days advance written notice of termination. You must terminate within 30 days after we provide notice of the Section 10.5 fee increase. The Section 10.5 fee increase shall not take effect in the event you provide timely notice of termination. However, your continued use of our Services after the effective date of any increase shall be deemed acceptance of the increased fees for Services, throughout the term of this Agreement. 15.4 Early Cancellation Fee If: a) you elect to cancel this Merchant Agreement prior to the expiration of the initial term, as designated in the Initial Term of Merchant Agreement section of your Merchant Application and Agreement; or b) this Merchant Agreement is terminated by us prior to the expiration of the initial ten due to an Event of Default, we will suffer a substantial injury for which it is impracticable or extremely difficult to fix actual damages. In an effort to liquidate in advance the sum that should represent such damages, you agree to pay us as an "Early Cancellation Fee" an amount equal to $300.00. This sum represents a reasonable pre -estimate of the losses that we will incur as a result of the cancellation of this Merchant Agreement prior to the expiration of the initial term of the Merchant Agreement. 16 Amendments. Subject to Section 15, we may amend this Merchant Agreement at any time by providing written notice to you of any amendment at least 20 days prior to the effective date of the amendment. 17 Events of Default If any of the following events shall occur (each an "Event of Default") we may immediately terminate this Merchant Agreement without notice (a) a material adverse change in your business, financial condition, business procedures, prospects, products or services; (b) any assignment or transfer of voting control of you or your parent; or (c) a sale of all or a substantial portion of your assets; or (d) irregular Card sales by you, excessive Chargebacks, noncompliance with any applicable data security standards, as determined by Servicers, of any Card Association, or any other entity, or an actual or suspected data security breach, or any other circumstances which, in our sole discretion, may increase our exposure for your Chargebacks or otherwise present a financial or security risk to us; or e) any of your representations or warranties in this Agreement are breached in any material respect or are incorrect in any material respect when made or deemed to be made; or (f) you shall default in any material respect in the performance or observance of any term, covenant, condition or agreement contained in this Agreement, including, without limitation, the establishment or maintenance of funds in a Reserve Account, as detailed in Section 18; or (g) you shall default in any material respect in the performance or observance of any term, covenant or condition contained in any agreement with any of our affiliates; or (h) you shall default in the payment when due, of any material indebtedness for borrowed money; or (i) you shall file a petition or have a petition filed by another party under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency or similar arrangement for adjustment of debts; consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such laws; apply for or consent ppitoe 111 Page 5 of 1B to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property; or make a general assignment for the benefit of creditors; or lake any corporate action for the purpose of authorizing any of the foregoing; or 0) your independent certified accountants shall refuse to deliver an unqualified opinion with respect to your annual financial statements and your consolidated subsidiaries; or (k) a violation by you of any applicable law or Association Rule or our reasonable belief that termination of this Agreement or suspension of Services is necessary to comply with any law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury or your breach, as determined by Servicers, of Section 26.2 ("Compliance with Laws"); then, upon the occurrence of (1) an Event of Default specified in items (d), (i), or (k), we may consider this Agreement to be terminated immediately, without notice, and all amounts payable hereunder shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by you, and (2) any other Event of Default, this Agreement may be terminated by us giving not less than 10 days' notice to you, and upon such notice all amounts payable hereunder shall be due and payable on demand. 17.1 Neither the expiration nor termination of this Agreement shall terminate the obligations and rights of the parties pursuant to provisions of this Agreement which by their terms are intended to survive or be perpetual or irrevocable. Such provisions shall survive the expiration or termination of this Agreement. All obligations by you to pay or reimburse us for any obligations associated with transactions you have submitted to us are intended to survive termination of this Agreement. 17.2 If any Event of Default shall have occurred and regardless of whether such Event of Default has been cured, we may, in our sole discretion, exercise all of our rights and remedies under applicable law, and this Agreement including, without limitation, exercising our rights under Section 18. 17.3 In the event you file for protection under the Bankruptcy Code or any other laws relating to bankruptcy, insolvency, assignment for the benefit of creditors or similar laws, and you continue to use our Services, it is your responsibility to open new accounts to distinguish pre -fling and post -filing obligations. You acknowledge that as long as you utilize the accounts you established prior to such filing, we will not be able to systematically segregate your post -fling transactions or prevent set-off of the pre-existing obligations. In that event, you (or your bankruptcy trustee) will be responsible for submitting an accounting supporting any adjustments that you may claim. 17.4 The Associations often maintain lists of merchants who have had their Merchant Agreements or Card Acceptance rights terminated for cause. If this Agreement is terminated for cause, you acknowledge that we may be required to report your business name and the names and other information regarding its principals to the Associations for inclusion on such list(s). You expressly agree and consent to such reporting if you are terminated as a result of the occurrence of an Event of Default or for any reason specified as cause by Visa, MasterCard or Discover Network. Furthermore, you agree to waive and hold us harmless from and against any and all claims which you may have as a result of such reporting. 17.5 After termination of this Agreement for any reason whatsoever, you shall continue to bear total responsibility for all Chargebacks, fees, Credits and adjustments resulting from Card transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become due under this Agreement. 18 Reserve Account; Security Interest 18.1 You expressly authorize us to establish a Reserve Account pursuant to the terms and conditions set forth in this Section 18. The amount of such Reserve Account shall be set by us, in our sole discretion, based upon your processing history and the potential risk of loss to us as we may determine from time to time. 18.2 The Reserve Account shall be fully funded upon three (3) days' notice to you, or in instances of fraud or suspected fraud or an Event of Default, Reserve Account funding may be immediate. Such Reserve Account may be funded by all or any combination of the following: (i) one or more debits to your Settlement Account or any other accounts held by Bank or any of its affiliates, at any financial institution vested in the name of Client, any of its principals, or any of its guarantors, or if any of same are authorized signers on such account; (h) any payments otherwise due to you, including any amount due from TeleCheck; (if) your delivery to us of a letter of credit; or (iv) if we so agree, your pledge to us of a freely transferable and negotiable certificate of deposit. Any such letter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to us and shall be in a form satisfactory to us. In the event of termination or expiration of this Agreement by any party, an immediate Reserve Account may be established without notice in the manner provided above. Any Reserve Account will be held by us for the greater of ten (10) months after termination or expiration of this Agreement or for such longer period of time as is consistent with our liability for Card transactions and Chargebacks in accordance with Association Rules. Your funds will be held in an account commingled with reserve funds of our other Clients, without involvement by an independent escrow agent. Unless specifically agreed in writing by us or specifically required by applicable law, funds held by us in a Reserve Account shall not accrue interest. Notwithstanding the foregoing, we shall be entitled to accrued interest on any such funds held. 18.3 If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges due from you, or if the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request. 18.3.1 To secure your obligations to Servicers and our affiliates under this Agreement and any other agreement for the provision of related equipment or related services (including any obligations for which payments on account of such obligations are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy act, state or federal law, common law or equitable cause), you grant to Servicers a first priority lien and security interest in and to (i) the Reserve Account; and (ii) any of your funds pertaining to the Card transactions contemplated by this Agreement now or hereafter in the possession of Servicers, whether now or hereafter due or to become due to you from Servicers. Any such funds, money or amounts now or hereafter in the possession of Servicers may be commingled with other funds of Servicers, or, in the case of any funds held pursuant to the foregoing paragraphs, with any other funds of other customers of Servicers. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, Servicers are hereby authorized by you at any time and from time to time, without notice or demand to you or to any other person (any such notice and demand being hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such funds against and on account of your obligations to Servicers and their affiliates under this Agreement and any other agreement with Servicers or any of Servicers' affiliates for any related equipment or related services (including any check services), whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. You agree to duly execute and deliver to Servicers such instruments and documents as Servicers may reasonably request to perfect and confirm the lien, security interest, right of set off, recoupment and subordination set forth in this Agreement. 18.3.2 To the extent funds are held in a separate Reserve Account, the Reserve Account shall be subject to (1) Servicers' security interest pursuant to this subsection 18.3.2; and (n) an account control agreement (as defined by the applicable sections of the Uniform Commercial Code, hereinafter referred to as "Control Agreement") among you, the institution at which the Reserve Account is held (such institution hereinafter referred to as " Settlement Account') and Servicers (such investment account hereinafter referred to as the "Control Account"). The Control Agreement shall be in form and substance satisfactory to Servicers. The Settlement Account shall be a National Association bank which is mutually acceptable to you and Servicers. 18.3.3 For sake of clarification and notwithstanding anything in the Agreement to the contrary, in the event Servicers deduct, holdback, suspend, off set or set off (collectively "Set Off Funds") any settlement monies or amounts otherwise due you pursuant to the terms of this Agreement, you acknowledge that such Set Off Funds will be held in a commingled Reserve Account (s) of Servicers (as described in this subsection 18.3.3) unless such Set Off Funds are wired or deposited by Servicers into any Control Account, pursuant to a Control Agreement in which case Servicers will transfer Set Off Funds from their commingled Reserve Accounts) to the Control Account as soon as practicable using commercially reasonable efforts. 18.3.4 If in replacement of or in addition to the first priority lien and security interest in the Reserve Account, you grant to Servicers a first priority lien and security interest in and to one or more certificates of deposit, the certificates of deposit shall be uncertifcated and shall be subject to an Acknowledgement of Pledge of Certificate of Deposit and PPItce111 Page 6 of 18 Control Agreement (the "Certificate of Deposit Control Agreement") by, between and among Customers, Servicers and the financial institution that has established and issued the certificate of deposit. The form of the Certificate of Deposit Control Agreement and the financial institution that will establish and issue the certificate of deposit shall be satisfactory and acceptable to Servicers. 19 Financial And Other Information 19.1 You will provide such other financial statements and other information concerning your business and your compliance with the terms and provisions of this Agreement as we may reasonably request. You authorize us to obtain from third parties financial and credit information relating to you in connection with our determination whether to accept this Agreement and our continuing evaluation of the financial and credit status of you. We may also access and use information which you have provided to Bank for any other reason related to provisioning of the Services. Upon request, you shall provide to us or our representatives reasonable access to your facilities and records for the purpose of performing any inspection and/or copying of your books and/or records deemed appropriate. In such event, you shall pay the costs incurred by us for such inspection, including, but not limited to, costs incurred for airfare and hotel accommodations. 19.2 You will provide us with written notice of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25 % or more in value) of your total assets not later than 3 days after you become aware of same. 20 Indemnification 20.1 You agree to indemnify and hold us harmless from and against all losses, liabilities, damages and expenses: (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by you under this Agreement; (b) arising out of your or your employees' or your agents' negligence or willful misconduct, in connection with Card transactions or otherwise arising from your provision of goods and services to Cardholders: (c) arising out of your use of our Service; or (d) arising out of any third party indemnifications we are obligated to make as a result of your actions (including indemnification of any Association or Issuer). 20.2 We agree to indemnify and hold you harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by us under this Agreement or arising out of our or our employees' gross negligence or willful misconduct in connection with this Agreement; provided that this indemnity obligation shall not apply to Bank with respect to Discover Network Card Transactions, American Express Card Transactions and Other Services, including JCB Card, PIN Debit Card, and Electronic Benefits Transfer Transactions, TeleCheck check services, TRS collection services, Gift Card Services, and Transactions involving Cards from other Non -Bank Card Associations such as Voyager Fleet Systems, Inc., Wright Express Corporation and Wright Express Financial Services Corporation. 21 Special Provisions Regarding Non -Bank Cards 21.1 Non -Bank Card transactions are provided to you by Processor and not by Bank. Bank is not a party to this Agreement insofar as it relates to Non -Bank Card services, and Bank is not liable to you in any way with respect to such services. For the purposes of this section, the words 'We;' "our," and "us" refer only to the Processor and not to the Bank. You authorize us to share information from your Application with American Express, JCB, or any other Non -Bank Card Association. 21.2 You understand that American Express transactions are processed, authorized and funded by American Express. American Express will provide you with its own agreement that governs those transactions. You understand and agree that we are not responsible and assume absolutely no liability with regard to any such transactions, including but not limited to the funding and settlement of American Express transactions, and that American Express will charge additional fees for the services they provide. 26 You understand that American Express is subject to separate approval —rates and fees as stated in your Merchant Application and Agreement are based on Client type and estimated volume and are subject to change. A Discount Rate will be collected by American Express. A $7.95 Monthly Fee is mandatory for all American Express mail order, telephone order, home -based and Internet physical delivery Clients for up to $5,000.00 in charge volume within any consecutive 12-month period and will be assessed by American Express. This monthly fee applies to online statements. Paper statements may be subject to additional fees. American Express pay frequency is three (3) days. 21.4 If you accept JCB Cards, you must securely retain original JCB Sales Drafts and JCB Credit Drafts for a period of at least 120 days from the dale of the JCB Card transaction and you must retain microfilm or legible copies of JCB Sales Drafts and JCB Credit Drafts for a period of at least three (3) years following the dale of the transaction. 21.5 If you accept JCB Cards you agree to be bound by JCB rules. You also agree to be bound by all other provisions of this Agreement which are applicable to JCB. 21.6 If you accept Voyager and/or WEX Cards, you agree to be bound by the WEX and/or Voyager rules. You also agree to be bound by all other provisions of this Agreement which are applicable to WEX and/or Voyager. 21.7 If you execute a WEX Merchant Agreement, you understand that we will provide such agreement to WEX, but that neither we nor WEX shall have any obligation whatsoever to you with respect to processing WEX Cards unless and until WEX executes your WEX Merchant Agreement. If WEX executes your WEX Merchant Agreement and you accept WEX Cards, you understand that WEX transactions are processed, authorized and funded by WEX. You understand that WEX is solely responsible for all agreements that govern WEX transactions and that we are not responsible and assume absolutely no liability with regard to any such agreements or WEX transactions, including but not limited to the funding and settlement of WEX transactions. You understand that WEX will charge additional fees for the services that it provides. 21.8 If you accept Voyager Cards: In addition to the information stated in Section 1 (MasterCard, Visa and Discover Network Acceptance) of the Operating Procedures, you should check Fleet Cards for any printed restrictions at the point of sale. In addition to the information provided under Section 1.5 (Special Terms) of the Operating Procedures, you shall establish a fair policy for the exchange and return of merchandise. You shall promptly submit credits to us for any returns that are to be credited to a Voyager Cardholder's account. Unless required by law, you shall not give any cash refunds to any Voyager Card holder in connection with a sale. • In addition to the information required under Section 3.1 (Information Required) of the Operating Procedures, the following information must be contained on the single page document constituting the Sales Draft for Voyager transactions: o Time of transaction o Type of fuel sold o As permitted by the applicable POS device, odometer reading o For all cashier -assisted Sales Drafts and credit vouchers processed manually using a card Imprinter if required, the identification number If an increase in the number of Voyager transaction authorization calls from you not due to our or Voyager system outages in excess of 15% for a given month as compared to the previous month occurs, we may, in our discretion, deduct telephone charges, not to exceed $.25 (25 cents) per call, for the increased calls, from your settlement of your Voyager transactions. In addition to the information provided under Section 6 (Settlement) of the Operating Procedures, settlement of Voyager transactions will generally occur by the fourth banking day after we process the applicable card transactions. We shall reimburse you for the dollar amount of sales submitted for a given day by you, reduced by the amount of Chargebacks, tax exemptions, discounts, credits, and the fees set forth in the Merchant Application. Neither we nor Voyager shall be required to reimburse you for sales submitted more than sixty (60) days from the date of purchase. • For daily transmission of sales data, you shall maintain true and complete records in connection with the information required to be provided under this paragraph for a period of not less than thirty- six (36) months from the date of the generation of the data. You may store records on electronic media. You are responsible for the expense of retaining sales data records and Sales Drafts. • In addition to the scenarios identified in Section 9.1.4 of the Operating Procedures that could cause an authorization related Chargeback to occur, with respect to Voyager transactions, PPItco1I I Page 7 of 18 • In addition to the information provided under Section 12 (Representations; Warranties; Limitations of Liability; Exclusion of Consequential Damages), in no event shall our cumulative liability to you for losses, claims, suits, controversies, breaches or damages for any cause whatsoever in connection with Voyager transactions exceed the lesser of $10,000.00 or the Voyager transaction fees paid by you to us for the two months prior to the action giving arise to the claim. • Notwithstanding anything in this Agreement to the contrary, our obligation to provide services to you relating to any Fleet Card will terminate automatically without penalty to us or the related Association upon the earlier of (i) the termination or expiration of our agreement with such Association, (ii) at least 20 days prior written notice by us to you, (iii) your failure to comply with material terms relating to such Fleet Card transactions, or (iv) written notice, if an Association discontinues its Card. 22 Special Provisions for PIN Debit Card The special provisions outlined in this Section 22 apply only to those PIN Debit Card transactions that are processed by a Cardholder entering a PIN. These provisions do not apply to Non -PIN Debit Card transactions which do not involve entry of a PIN. 22.1 PIN Debit Card Acceptance. Most, but not all, ATM Cards (Debit Cards) can be accepted at the point of sale at participating locations. Examine the back of the PIN Debit Card to determine if the Card participates in a network that you are authorized to accept. Network mark(s) are usually printed on the back of the Card. If the PIN Debit Card is valid and issued by a participating network, you must comply with the following general requirements for all participating networks, in addition to the specific requirements of the network: • You must honor all valid PIN Debit Cards when presented that bear authorized network marks. • You must treat transactions by Cardholders from all Issuers in the same manner. • You may not establish a minimum or maximum transaction amount for PIN Debit Card acceptance. • You may not require additional information, besides the Personal Identification Number, for the completion of the transaction unless the circumstances appear suspicious. A signature is not required for PIN Debit Card transactions. • You shall not disclose transaction related information to any party other than your agent, a network, or issuing institution and then only for the purpose of settlement or error resolution. • You may not process a Credit Card transaction in order to provide a refund on a PIN Debit Card transaction. 22.2 Transaction Processing. The following general requirements apply to all PIN Debit Card transactions: • All PIN debit transactions must be authorized and processed electronically. There is no Voice Authorization or Imprinter procedure for PIN Debit Card transactions. • You may not complete a PIN Debit Card transaction that has not been authorized. If you cannot obtain an Authorization at the time of sale, you should request another form of payment from the customer or process the transaction as a Store and Forward or Resubmission, in which case you assume the risk that the transaction fails to authorize or otherwise declines. The Cardholder should be instructed to contact the Issuer to find out why a transaction has been declined. • You may not complete a PIN Debit Card transaction without entry of the Personal Identification Number (PIN) by the Cardholder. The PIN must be entered into the PIN pad only by the Cardholder. You cannot accept the PIN from the Cardholder verbally or in written form. • The PIN Debit Network used to process your transaction will depend upon, among other things, the availability of the network at the time of the transaction, whether a particular PIN Debit Card is enabled for a particular network and the routing requirements established by the networks and the card issuers. We may, at our sole discretion, utilize any PIN Debit Network available to us for a given transaction. • You must issue a receipt to the Cardholder upon successful completion of a transaction. The Cardholder account number must be masked so that only the last four digits will appear. The masked digits must appear as a non -numeric character such as an asterisk. This is referred to as PAN truncation. You may not manually enter the account number. The account number must be read electronically from the Magnetic Stripe. If the Magnetic Stripe is unreadable, you must request another form of payment from the customer. Any applicable tax must be included in the total transaction amount for which Authorization is requested. Tax may not be collected separately in cash. YOU ARE RESPONSIBLE TO SECURE YOUR TERMINALS AND TO INSTITUTE APPROPRIATE CONTROLS TO PREVENT EMPLOYEES OR OTHERS FROM SUBMITTING REFUNDS AND VOIDS THAT DO NOT REFLECT BONA FIDE RETURNS OR REIMBURSEMENTS OF PRIOR TRANSACTIONS. 22.3 Cash Back From Purchase. You have the option of offering cash back to your customers when they make a PIN Debit Card purchase. You may set a minimum and maximum amount of cash back that you will allow. If you are not now offering this service, your terminal may require additional programming to begin offering cash back. 22.4 Settlement. Within one Business Day of the original transaction, you must balance each location to the system for each Business Day that each location is open. 22.5 Adjustments. An adjustment is a transaction that is initiated to correct a PIN Debit Card transaction that has been processed in error. You will be responsible for all applicable adjustment fees that may be charged by a Debit Card network. Some networks may have established minimum amounts for adjustments. There are several reasons for adjustments being initiated: The Cardholder was charged an incorrect amount, either too little or too much. The Cardholder was charged more than once for the same transaction. A processing error may have occurred that caused the Cardholder to be charged even though the transaction did not complete normally at the point of sale. All parties involved in processing adjustments are regulated by time frames that are specified in the operating rules of the applicable Debit Card network, The Electronic Funds Transfer Act, Regulation E, and other applicable law. 23 Special Provisions Regarding Electronic Benefit Transfer (EBT) If you elect to engage in EBT transactions, the terms and conditions of this Section 23 shall apply. EBT Transactions are provided to you by Processor and not by Bank. Bank is not a party to this Agreement insofar as it relates to EBT Transactions, and Bank is not liable to you in any way with respect to such services. For the purposes of this section, the words "we," "our,' and "us" refer only to the Processor and not to the Bank. If you have agreed to issue Cash Benefits and will provide cash back or cash only transactions, you agree to maintain adequate cash on hand to issue confirmed Cash Benefits and will issue Cash Benefits to EBT customers in the same manner and to the same extent cash is provided to your other customers. You may not require that any EBT customers purchase goods or services as a condition to receiving Cash Benefits, unless such condition applies to other customers as well. You may not designate special checkout lanes restricted to use by EBT customers unless you also designate special checkout lanes for debit or Credit Cards and/or other payment methods. 23.1 Acceptance of EBT Benefits. You agree to issue benefits to EBT customers in accordance with the procedures specified in all documentation provided to you by us, as amended from time -to -time and pursuant to all applicable law, rules and regulations. You must provide each EBT customer a receipt for each EBT transaction. You will issue EBT benefits to EBT customers, in accordance with our then current procedures, in the amount authorized through a point -of - sale terminal, with personal identification number pad and printer. In the event of an equipment failure, you must comply with applicable procedures regarding manual voucher authorization. You must also comply with the procedures set forth in the Quest Operating Rules, as amended from time -to -time, issued by the National Automated Clearing House Association and approved by the Financial PPItcol 11 Page 8 of 18 Management Service of the U.S. Treasury Department, and any additional rules, regulations and procedures specified by any additional state or federal government or agency regarding lost EST Cards, forgotten PINS, discrepancies in benefits authorized and similar matters by referring EST customers to their applicable EST customer service center. You may not accept any EST Card for any purpose other than the acceptance of benefits, including without limitation acceptance of any EST Card as security for repayment of any customer obligation. In the event of any violation of this provision, you will be obligated to reimburse the applicable state or us for any benefits unlawfully received. Cash should never be dispensed for Food Stamp Benefits. 23.2 Manual EST Vouchers. All manual voucher authorizations must be cleared on your POS terminal for payment of voucher to be made to you. Vouchers must be cleared within 10 Business Days of voice authorization. Vouchers cannot be cleared by any manner except by your POS terminal therefore you should never mail vouchers requesting payment. If a voucher expires before it has been cleared by your POS for payment, no further action can be taken to obtain payment for the voucher. You must not attempt to voice authorize a manual EST transaction if the EST customer is not present to sign the voucher. A copy of the voucher should be given to the EST customer at the time of authorization and you should retain one copy for your records. 23.3 Acceptance of EST Cash Benefits. If you have agreed to issue Cash Benefits and will provide cash back or cash only transactions, you agree to comply with all applicable laws, rules and regulations and maintain adequate cash on hand to issue confirmed Cash Benefits and will issue Cash Benefits to EST customers in the same manner and to the same extent cash is provided to your other customers. You may not require that any EST customers purchase goods or services as a condition to receiving Cash Benefits, unless such condition applies to other customers as well. You may not designate special checkout lanes restricted to use by EST customers unless you also designate special checkout lanes for debit or Credit Cards and/or other payment methods. 23.41nteroperability. If you issue EST benefits (Food Stamps and/or Cash Benefits), you must issue EST benefits from EST customers from all states. 23.5 Required Licenses. If you issue benefits under this Agreement, you represent and warrant to us that you are properly authorized to enter such transactions and are not currently disqualified or withdrawn from redeeming food stamp coupons or otherwise disqualified or withdrawn by any applicable agency. You agree to secure and maintain at your own expense all necessary licenses, permits, franchises, or other authorities required to lawfully effect the issuance and distribution of benefits under this Agreement, including without limitation, any applicable franchise tax certificate and non- governmental contractors certificate, and covenant that you will not issue benefits at any time during which you are not in compliance with the requirements of any applicable law. 23.6 Term and Termination. If you are disqualified or withdrawn from the food stamp program, your authority to issue benefits will be terminated contemporaneously therewith. Such disqualification or withdrawal will be deemed a breach of this Agreement with respect to services or your relationship with that third party provider, and Servicers are in no way responsible for providing, maintaining, servicing or supporting such third party voice and/or data services. 24 Purchase of Wireless Services. In connection with your purchase of Wireless Equipment, you will purchase the Wireless Networks' service and obtain sublicenses to use any Wreless Software (as defined in Section 24.2) associated therewith (collectively "Wreless Services"). The prices that you will pay for the Wreless Services are set forth on the Schedule of Fees. Licenses. You agree to obtain any and all licenses, permits or other authorizations required by the Federal Communications Commission ("FCC") or any other regulatory authority, if any, for the lawful operation of Wreless Equipment used by you in connection with your receipt of Wireless Services. You will promptly provide us with all such information as we may reasonably request with respect to matters relating to the rules and regulations of the FCC. • Improvements/General Administration. We and the Wreless Vendor(s) reserve the right to make changes, from time to time, in the configuration of the Wreless Services, Wireless Networks, Wreless Equipment, Wreless Software, rules of operation, accessibility periods, identification procedures, type and location of equipment, allocation and quantity of resources utilized, programming languages, administrative and operational algorithms and designation of the control center serving you at the particular address. In addition, we reserve the right to schedule, from time to time, interruptions of service for maintenance activities. 24.1 Software Licenses. We hereby grant to you a non-exclusive, non -transferable limited sublicense to use any Wireless Software solely in connection with your purchase and use of the Wreless Services. As used in this Section 24, "Wreless Software" means all software used in, for or in connection with the Wreless Equipment, the Wreless Services or the access thereto in whatever form, including without limitation source code, object code and microcode, including any computer programs and any documentation relating to or describing the Wreless Software. You acknowledge that the only fight you obtain to the Wireless Software is the right to use the Wreless Software in accordance with the terms in this section. 24.2 Limitation on Liability. We shall have no liability for any warranties by any party with respect to uninterrupted Wreless Services, as set forth in Section 24.10, or for any third party's unauthorized access to Client's data transmitted through either the Wireless Equipment or Wreless Services, or Wireless Networks, regardless of the form of action (whether in contract, tort (including negligence), strict liability or otherwise). The foregoing notwithstanding, for any other liability arising out of or in any way connected with these Wireless Services terms, including liability resulting solely from loss or damage caused by partial or total failure, delay or nonperformance of the Wreless Services or relating to or arising from your use of or inability to use the Wreless Services, Processor's, Banks, and Vendor(s)' liability shall be limited to your direct damages, if any, and, in any event, shall not exceed the amount paid by you for the particular Wreless Services during any period of failure, delay, or nonperformance of the Wreless Services. In no event shall Servicers, Wireless Vendor(s) or our respective affiliates be liable for any indirect incidental, special or consequential damages. The remedies available to you under these Wireless Services Terms will be your sole and exclusive remedies. 24.3 Indemnification. In addition to any other indemnifications as set forth in this Agreement, you will indemnify and hold Servicers, Vendor(s) and our respective officers, directors, employees, and affiliates harmless from and against any and all losses, claims, liabilities, damages, costs or expenses arising from or related to: (a) the purchase, delivery, acceptance, rejection, ownership, possession, use condition, liens against, or return of the Wireless Services; (b) your negligent acts or omissions; (c) any breach by you of any of your obligations under this Section 24; or (d) any third party's unauthorized access to Client's data and/or unauthorized financial activity occurring on your Merchant Account Number hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. 24.4 Confidentiality. All information or materials which could reasonably be considered confidential or competitively sensitive that you access from or relate to either Vendor(s) or Servicers related to the subject matter of these Wreless Services Terms will be considered confidential information. You will safeguard our confidential information with at least the same degree of care and security that you use for your confidential information, but not less than reasonable care. 24.5 Termination. In addition to any other provision in this Agreement, the Wireless Services being provided under this Section 24 may terminate: (a) Immediately upon termination of the agreement between us (or our affiliates) and Vendor(s), provided that we will notify you promptly upon our notice or knowledge of termination of such agreement, provided further that if Vendor(s) loses its authority to operate less than all of the Wireless Services or if the suspension of any authority or non -renewal of any license relates to less than all of the Wreless Services, then these Wreless Services Terms will terminate only as to the portion of the Wreless Services affected by such loss of authority, suspension or non -renewal; or (b) Immediately if either we or our affiliates or Vendor(s) are prevented from providing the Wreless Services by any law, regulation, requirement, ruling or notice issued in any form whatsoever by judicial or governmental authority (including without limitation the FCC). 24.6 Effect of Termination. Upon termination of this Wireless Services Terms for any reason, you will immediately pay to us all fees due and owing to us hereunder. If these Wreless Services Terms PPItce111 Page 9 of 18 terminate due to a termination of the agreement between us or our affiliates and Vendor(s), then we may, in our sole discretion, continue to provide the Wireless Services through Vendor(s) to you for a period of time to be determined as long as you continue to make timely payment of fees due under these Wireless Services Terms. 24.7 Third Parry Beneficiaries. Our affiliates and Vendor(s) are third party beneficiaries of these Wireless Services Terms and may enforce its provisions as if a party hereto. 24.6 Other Applicable Provisions. You also agree to be bound by all other terms and conditions of this Agreement. 24.9 Disclaimer. Wireless Services use radio transmissions, so Wireless Services can't be provided unless your Wireless Equipment is in the range of one'of the available Wireless Networks' transmission sites and there is sufficient network capacity available at that moment. There are places, particularly in remote areas, with no service at all. Weather, topography, buildings, your Wireless Equipment, and other conditions we don't control may also cause failed transmissions or other problems. PROCESSOR, BANK, AND VENDOR(S) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TO WIRELESS SERVICES. WE CANNOT PROMISE UNINTERRUPTED OR ERROR -FREE WIRELESS SERVICE AND DO NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OUR BEHALF. 24.10 Special Provisions Regarding Wireless Service If you elect to purchase any Wireless Equipment from us as indicated on the Application, then the following terns and conditions of this Section 24, referred to as the Wireless Services Terms, shall apply. THE WIRELESS SERVICES ARE NOT BEING SOLD TO YOU FOR HOME OR PERSONAL USE. Sale of Wireless Services is made by Processor and not the Bank. Bank is not a party to this Agreement insofar as it relates to Wireless Services, and Bank is not liable to you in any way with respect to such services. For the purposes of this section, the words "we; "our," and "us" refer only to the Processor and not to the Bank. Through our affiliates, we have acquired the right to resell and sublicense certain wireless POS Terminals and accessories (the "Wireless Equipment") and wireless data communication services using radio base stations and switching offered by the various cellular telephone and data networks throughout the country (the 'Wireless Networks") in order to allow you to capture and transmit to us certain wireless Credit and Debit Card Authorization transactions or to transmit other communications to our system. You acknowledge that one or more independent third party vendors ("Wireless Vendor(s)") has developed and provides the Wireless Equipment and Wireless Services to us through our affiliates under separate agreement(s). In the event you elect to purchase voice and/or data services directly from a third party provider for use with the Wireless Equipment as permitted by Processor, you acknowledge and agree that the Agreement does not address or govern those voice and/or data. 24.11 Waiver of Jury Trial. ALL PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. 25 Other Terms 25.1 Force Majeure. No party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God; (ii) any terrorist attacks or outbreak or escalation of hostilities, war, dots or civil disorders in any country; (ii) any act or omission of the other party or any government authority; (iv) any labor disputes (whether or not employees' demands are reasonable or within the party's power to satisfy); or (v) the nonperformance by a third party for any similar cause beyond the reasonable control of such party, including without limitation, failures or fluctuations in telecommunications or other. equipment. In any such event, the non -performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. Notwithstanding anything to the contrary in this paragraph, your failure to receive payment or funds from a third party shall not excuse the performance of your obligations to us under this Agreement. 25.2 Your authority to issue Cash Benefits and, in the event of such disqualification, we shall have the right to immediately terminate the provision of service under this Section 23.6 or the Agreement in its entirety. With respect to the issuance of Cash Benefits only, your authority to issue Cash Benefits may be suspended or terminated immediately at the sole discretion of us, the state or its EST service provider, effective upon delivery of a notice of suspension or termination specifying the reasons for such suspension or termination if there shall be (i) any suspension, injunction, cessation, or termination of the EBT service provider's authority to provide EBT services to the state; (ii) failure by you, upon not less than thirty (30) days prior written notice, to cure any breach by you of the provisions of these terms and conditions, including without limitation, your failure to support the issuance of benefits during your normal business hours consistent with your normal business practices, your failure to comply with issuance procedures, impermissible acceptance of an EBT Card, or your disqualification or withdrawal from the food stamp program; or (iii) based on a slate's or its EBT service providers investigation of the relevant facts, evidence that you or any of your agents or employees are committing, participating in, or have knowledge of fraud or theft in connection with the dispensing of benefits. In the event you fail to cure any breach as set forth above, you may appeal such suspension of termination to the applicable state for determination in its sole discretion. In the event that your authority to accept benefits is suspended or terminated by a state or its EBT service provider, and you successfully appeal such suspension or termination to the state or its EBT service provider, we shall be under no obligation to reinstate the services previously provided. The provision of services under this Section 23.6 shall terminate automatically in the event that our Agreement or our service provider's agreement with any applicable slate's EBT service provider terminates for any reason. 25.3 Confidentiality of EBT System Information. All information related to EBT recipients and/or the issuance of benefits shall be considered confidential information. Individually identifiable information relating to a benefit recipient or applicant for benefits will be held confidential and will not be disclosed by you or your directors, officers, employees or agents, without prior written approval of the applicable state. The use of information obtained by you in the performance of your duties under this Section 23.7 will be limited to purposes directly connected with such duties. 25.4 EBT Service Marks. You will adequately display any applicable state's service marks or other licensed marks, including the Quest mark, and other materials supplied by us (collectively the "Protected Marks") in accordance with the standards set by the applicable state. You will use the Protected Marks only to indicate that benefits are issued at your locations) and will not indicate that we, any state or its EBT service provider or we endorses your goods or services. Your right to use such Protected Marks pursuant to this Agreement will continue only so long as this Agreement remains in effect or until you are notified by us, any state or its EBT service provider to cease their use or display. 25.6 Miscellaneous 25.5.1 Amendments. If any of these terms and conditions are found to conflict with federal or state law, regulation or policy of the rules, these terms and conditions are subject to reasonable amendment by a state or its EBT service provider to address such conflict upon 20 days written notice to you provided that you may, upon written notice, terminate your obligation under this Section 23 upon receipt of notice of such amendment. 25.5.2 State Action. Nothing contained herein shall preclude a state from commencing appropriate administrative or legal action against you or for making any referral for such action to any appropriate federal, state, or local agency. 26 Compliance with Laws. In performing its obligations under this Agreement, each party agrees to comply with all laws and regulations applicable to it. You further agree to cooperate and provitle information requested by Servicers, as Servicers determine necessary, to facilitate Servicers compliance with any applicable law including without limitation the rules and regulations promulgated by the Office of Foreign Assets Control of the US Department of the Treasury. 26.1 Notices. Except as otherwise specifically provided, all notices and other communications required or permitted hereunder (other than those involving normal operational matters relating to the processing of Card transactions) shall be in writing, shall be sent by mail, courier or PPltcol 11 Page 10 of 18 facsimile (facsimile notices shall be confirmed in writing by courier), if to you at your address appearing in the Application and if to us at P.O. Box 5180, Simi Valley, CA 93062, facsimile: 805-552-8899, with a copy to Attention: General Counsel's Office, 3975 N.W. 120th Avenue, Coral Springs, FL 33065, and shall be deemed to have been given (i) if sent by mail or courier, when mailed or delivered, and (ii) if sent by facsimile machine, when the courier confirmation copy is actually received. Notice given in any other manner shall be effective when actually received. Notices sent to the Merchant's last known address, as indicated in our records, shall constitute effective notice to the Merchant under this Agreement. 26.2 Headings. The headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provision of this Agreement. 26.3 Severability. The parties intend every provision of this Agreement to be severable. If any part of this Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. 26.4 Entire Agreement; Waiver. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter thereof, and supersedes any previous agreements and understandings. A parry's waiver of a breach of any term or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition. 26.5 Amendment We may modify any provision of this Agreement by providing written notice to you. You may choose not to accept the requirements of any such change by terminating the Agreement within twenty (20) days of receiving notice. If you choose to do so, notify us that you are terminating for this reason so that we may waive any Early Cancellation Fee that might otherwise apply. For purposes of this section, an electronic or "click -wrap" notice intended to modify or amend this Agreement and which you check "I Accept" or "I Agree" or otherwise accept through an electronic process, shall constitute in writing as required herein. 26.6 No Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any person or entity other than the parties any rights or remedies, and the parties do not intend for any third parties to be third -party beneficiaries of this Agreement. 26.7 Association Rules. The parties acknowledge that the Visa, MasterCard and Discover Network Association Rules give Visa, MasterCard and Discover Network certain rights to require termination or modification of this Agreement with respect to transactions involving Visa, MasterCard and Discover Network Cards and the Visa, MasterCard and Discover Network Card systems and to investigate you. The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable Association Rules with respect to this Agreement's applicability to transactions involving such other Cards. 26.8 Publicity. Client may not use our logo, name, trademark, or service mark in any manner, including without limitation, in any advertisements, displays, or press releases, without our prior written consent. THIRD PARTY AGREEMENTS The following Agreements are Third Party Agreements entered into between Client and the Third Parties identified in the Third Party Agreements. If Client desires to receive the products and/ or services offered under a Third Party Agreement, Client must check the appropriate box or otherwise indicate such desire in the Merchant Application, in which use the terms and conditions of the Third Party Agreement shall be binding upon Client. The Signature page in the Merchant Application and Agreement shall also serve as a signature page to the Third Party Agreements. Client acknowledges that the Third Parties are relying upon the information contained on the Merchant Application, all of which are incorporated by reference into the Third Party Agreements. 27 EQUIPMENT LEASE AGREEMENT This Equipment Lease Agreement ("Lease Agreement") is being entered into by and between First Data Merchant Services Corporation (through its business unit First Data Global Leasing), and the Lessee identified on the signature panel of this Merchant Processing Application ("MPA"). In this Lease Agreement, the words 'we", "our" and "us" refer to First Data Merchant Services Corporation and its successors and assigns and the words "you" and your" refer to Lessee and its permitted successors and assigns. Lessee hereby authorizes us or our designees, successors or assigns (hereinafter "Lessor') to withdraw any amounts including any and all sales taxes now due or hereinafter imposed, owed by Lessee in conjunction with this Lease Agreement by initiating debit entries to the bank account designated by Lessee on the MPA (the "Settlement Account"). In the event of default of Lessee's obligation hereunder, Lessee authorizes debit of its account for the full amount due under this Lease Agreement. Further, Lessee authorizes its financial institution to accept and to charge any debit entries initiated by Lessor to Lessee's account. In the event that Lessor withdraws funds erroneously from Lessee's account, Lessee authorizes Lessor to credit Lessee's account for an amount not to exceed the original amount of the debit. This authorization is to remain in full force and effect until Lessor has received written notice from Lessee of its termination in such time and in such manner as to afford Lessor a reasonable opportunity to act. Lessee also authorizes Lessor from time to time to obtain investigative credit reports from a credit bureau or a credit agency concerning Lessee. 27.1 Equipment. We agree to lease to you and you agree to lease from us the equipment identified on the MPA or such other comparable equipment we provide you (the "Equipment"), according to the terms and conditions of this Lease Agreement. We are providing the Equipment to you "as is" and make no representations or warranties of any kind as to the suitability of the Equipment for any parficular purpose. The term Equipment includes the Equipment initially deployed under the Lease Agreement and/or any additions, replacements, substitutions, or additions thereto. 27.2 Effective Date, Tenn and Interim Rent. (a) This Lease Agreement becomes effective on the earlier of the date we deliver any piece of Equipment to you (the "Delivery Date's or acceptance by us. This Lease Agreement remains in effect until all of your obligations and all of our obligations under it have been satisfied. We will deliver the Equipment to the site designated by you. (b) The term of this Lease Agreement begins on a date designated by us after receipt of all required documentation and acceptance by us (the "Commencement Date"), and continues for the number of months indicated on the MPA. THIS IS A NON -CANCELABLE LEASE FOR THE TERM INDICATED. (c) You agree to pay an Interim Lease Payment in the amount of one - thirtieth (1/30'") of the monthly lease charge for each day from and including the Delivery Date until the date preceding the Commencement Date. (d) YOU ACKNOWLEDGE THAT THE EQUIPMENT AND/OR SOFTWARE YOU LEASE UNDER THIS LEASE AGREEMENT MAY NOT BE COMPATIBLE WITH ANOTHER PROCESSOR'S SYSTEMS AND THAT WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH SOFTWARE AND/OR EQUIPMENT COMPATIBLE IN THE EVENT THAT YOU ELECT TO USE ANOTHER SERVICE PROVIDER. UPON TERMINATION OF YOUR MERCHANT PROCESSING AGREEMENT, YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE LEASED UNDER THIS LEASE AGREEMENT WITH SAID SERVICE PROVIDER, 27.3 Site Preparation. You will prepare the installation site(s) for the Equipment, including but not limited to the power supply circuits and phone lines, in conformance with the manufacturers and our specifications and will make the site(s) available to us by the confirmed shipping date. 27.4 Payment of Amounts Due. (a) The monthly lease charge is due and payable monthly, in advance. You agree to pay all assessed costs for delivery and installation of Equipment. (b) In addition to the monthly lease charge, you shall pay, or reimburse us for, amounts equal to any taxes, assessments on or arising out of this Lease Agreement or the Equipment, and related supplies or any services, use or activities hereunder, including without limitation, state and local sales, use, property, privilege and excise tax, tax preparation, compliance expenses, but exclusive of taxes based on our net income. Property taxes are calculated and charged based on the average of the estimated annual property taxes over the course of the tens of the lease. You will also be charged an annual Tax Handling Fee, as set forth in the MPA and/or applicable Fee Schedule. (c) Your lease payments will be due despite dissatisfaction with the Equipment for any reason. PPItco111 Page 11 of 18 (d) Whenever any payment is not made by you in full when due, you shall pay us as a late charge, an amount equal to ten percent of the amount due but no less than $5.00 for each month during which it remains unpaid (prorated for any partial month), but in no event more than the maximum amount permitted by law. You shall also pay to us an administrative charge of $10.00 for any debit we attempt to make against your Settlement Account that is rejected. (a) In the event your account is placed into collections for past due lease amounts, you agree that we can recover a collection expense charge of $50.00 for each aggregate payment requiring a collection effort. 27.6 Use and Return of Equipment; Insurance. (a) You shall cause the Equipment to be operated by competent and qualified personnel in accordance with any operating instructions furnished by us or the manufacturer. You shall maintain the Equipment in good operating condition and protect it from deterioration, normal wear and tear excepted. (b) You shall not permit any physical alteration or modification of the Equipment, or change the installation site of the Equipment, without our prior written consent. (c) You shall not create, incur, assume or allow to exist any consensually or judicially imposed liens or encumbrances on, or part with possession of, or sublease the Equipment without our prior written consent. (d) You shall comply with all governmental laws, rules and regulations relating to the use of the Equipment. You are also responsible for obtaining all permits required to operate the Equipment at your facility. (e) We or our representatives may, at any time, enter your premises for purposes of inspecting, examining or repairing the Equipment. (f) The Equipment shall remain our personal property and shall not under any circumstances be considered to be a fixture affixed to your real estate. You shall permit us to affix suitable labels or stencils to the Equipment evidencing our ownership. (g) You shall keep the Equipment adequately insured against loss by fire, theft, and all other hazards. (h) You shall provide proof of insurance. The loss, destruction, theft or damage of or to the Equipment shall not relieve you from your obligation to pay the full purchase price or total monthly lease charges hereunder. 27.6 Title to Equipment. The Equipment is, and shall at all times be and remain, our sole and exclusive property, and you shall have no right, title or interest in or to the Equipment except as expressly set forth in this Lease Agreement or otherwise agreed in writing. Except as expressly provided in Section 28.8, no transference of intellectual property rights is intended by or conferred in this Lease Agreement. You agree to execute and deliver to us any statement or instrument that we may request to confirm or evidence our ownership of the Equipment, and you irrevocably appoint us as your attomey-in-fact to execute and file the same in your name and on your behalf. If a court determines that the leasing transaction contemplated by this Lease Agreement does not constitute a financing and is not a lease of the Equipment, then we shall be deemed to have a first lien security interest on the Equipment as of the date of this Lease Agreement, and you will execute such documentation as we may request to evidence such security interest. If this Lease Agreement is deemed a loan despite the intention of the parties, then in no contingency or event whatsoever shall interest deemed charged hereunder, however such interest may be characterized or computed, exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. 27.7 Return or Purchase of Equipment at End of Lease Period. Upon the completion of your lease term or any extension, you will have the option to; (a) return the Equipment to us, or (b) purchase the Equipment from us for the lesser of fair market value at the time (as ... determined in good faith by us) or an amount equal to ten -percent (10%) of the total lease payments under this Lease Agreement with respect to each item of Equipment. In the absence of an affirmative election by you to return or purchase the Equipment, this lease will continue on a month -to -month basis at the existing monthly lease payment; or (c) after the final lease payment has been received by FDGL, the Agreement will revert to a month by month rental at the existing monthly lease payment. If Client does not want to continue to rent the equipment, then Client will be obligated to provide FDGL with 30 day prior written notice to terminate and return the equipment to FDGL. If we terminate this Lease Agreement pursuant to Section 28.12 (b) due to a default by you, then you shall immediately return the Equipment to us no later than the tenth Business Day after termination, or remit to us the fair market value of the Equipment as determined in good faith by us. We may collect any amounts due to us under this Section 28.7 by debiting your Settlement Account, and to the extent we are unable to obtain full satisfaction in this manner, you agree to pay the amounts owed to us promptly upon our request. 27.8 Software License. We retain all ownership and copyright interest in and to all computer software, related documentation, technology, know-how and processes embodied in or provided in connection with the Equipment other than those owned or licensed by the manufacturer of the Equipment (collectively "Software"), and you shall have only a nonexclusive license to use the Software in your operation of the Equipment. 27.9 Limitation on Liability. We are not liable for any loss, damage or expense of any kind or nature caused directly or indirectly by the Equipment, including any damage or injury to persons or property caused by the Equipment. We are not liable for the use or maintenance of the Equipment, its failure to operate, any repairs or service to it, or by any interruption of service or loss of use of the Equipment or resulting loss of business. Our liability arising out of or in any way connected with this Lease Agreement shall not exceed the aggregate lease amount paid to us for the particular Equipment involved. In no event shall we be liable for any indirect, incidental, special or consequential damages. The remedies available to you under this Lease Agreement are your sole and exclusive remedies. 27.10 Warranties. (a) All warranties, express or implied, made to you or any other person are hereby disclaimed, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose, quiet enjoyment, or non -infringement. (b) You warrant that you will only use the Equipment for commercial purposes and will not use the Equipment for any household or personal purposes. 27.11 Indemnification. You shall indemnify and hold us harmless from and against any and all losses, liabilities, damages and expenses resulting from (a) the operation, use, condition, liens against, or return of the Equipment or (b) any breach by you of any of your obligations hereunder, except to the extent any losses, liabilities, damages or expenses result from our gross negligence or willful misconduct. 27.12 Default; Remedies. (a) If any debit of your Settlement Account initiated by us is rejected when due, or if you otherwise fail to pay us any amounts due hereunder when due, or if you default in any material respect in the performance or observance of any obligation or provision of this Lease Agreement or any agreement with any of our affiliates or joint ventures, any such event shall be a default hereunder. Without limiting the foregoing, any default by you under a processing agreement with us or with an affiliate or joint venture to which we are a party will be treated as a default under this Lease Agreement. Such a default would include a default resulting from early termination of the MPA. (b) Upon the occurrence of any default, we may at our option, effective immediately without notice, either (i) terminate this lease and our future obligations under this Lease Agreement, repossess the Equipment and proceed in any lawful manner against you for collection of all charges that have accrued and are due and payable, or (ii) accelerate and declare immediately due and payable all monthly lease charges for the remainder of the applicable lease period together with the fair market value of the Equipment (as determined by us), not as a penalty but as liquidated damages for our loss of the bargain. Upon any such termination for default, we may proceed in any lawful manner to obtain satisfaction of the amounts owed to us and, if applicable, our recovery of the Equipment, including entering onto your premises to recover the Equipment. In any case, you shall also be responsible for our costs of collection, court costs, as well as applicable .shipping, repair and refurbishing costs of recovered Equipment. You agree that we shall be entitled to recover any amounts due to us under this Lease Agreement by charging your Settlement Account or any other funds of yours that come into our possession or control, or within the possession or control of our affiliates or joint ventures, or by setting off amounts that you owe to us against any amounts we may owe to you, in any case without notifying you prior to doing so. Without limiting the foregoing, you agree that we are entitled to recover amounts owed to us under this Lease Agreement by obtaining directly from an affiliate or joint venture to which we are a party and with which you have entered into an MPA PPItce111 Page 12 of 18 Exhibit A Scope of Work Requirements : • PayPros can support the Omni 3750 and newer Omni terminal models, Tech Omni MSR, computers with Magtek devices, devices integrated with keyboard for mag strip. If the City's POS or Management systems uses these, the IDTech or has an IVR system then it can be integrated to us. • PayPros offers and supports USB POS manual card swipe devices • PayPros supports a variety of eCommerce / Web payments. • PayPros supports Digital Pioneer Intella Pay Machine (parking lot payment machine) • PayPros offers and supports Mobile (iPhone/iPad) credit card processing. • PayPros offers and supports Enterprise and individual merchant level reporting. • We support all methods of data transmission (dial, batch, lease line, real time and internet). Any product recommendation would be based on a collaborative decision with the software/technology provider and the merchant. For ease of use, technology simplicity and cost, Internet transactions are the most common high-speed connectivity used. Our Proprietary Gateway Features: • Payments: Credit (U.S. and Canada), Debit (PIN and Off-line, U.S. and Canada), ACH, Recurring, Batch Processing, Card Present, Card Not Present/E-Commerce, EBT, Robust Reporting • Security: Along with industry standard security, PayPros has an in-house Risk Management / Fraud monitoring Team protecting you and your business. • Simple Integration • Cutting -edge gateway technology • Provides fast, efficient and affordable payment processing to customers, so developers can maintain a competitive edge in the marketplace. • Upgrades and new releases • Integrated quickly and easily, with free integration support from PayPros Developer Services. • PABP/PCI compliant — all cardholder data is properly encrypted and secure. any funds held or available as security for payment under the terms of the MPA, including funds available under the "Reserve Account; Security Interest" section of the MPA, if applicable. 27.13 Assignment. You may not assign or transfer this Lease Agreement, by operation of law or otherwise, without our prior written consent. For purposes of this Lease Agreement, any transfer of voting control of you or your parent shall be considered an assignment or transfer of this Lease Agreement. We may assign or transfer this Lease Agreement and our rights and obligations hereunder, in whole or in part, to any third party without the necessity of obtaining your consent. 27.14 Lease Guaranty. No guarantor shall have any right of subrogation to any of our rights in the Equipment or this Lease Agreement or against you, and any such right of subrogation is hereby waived and released. All indebtedness that exists now or arises after the execution of this Lease Agreement between you and any guarantor is hereby subordinated to all of your present and future obligations, and those of your guarantor, to us, and no payment shall be made or accepted on such indebtedness due to you from a guarantor until the obligations due to us are paid and satisfied in full. 27.15 Governing Law; Venue; Miscellaneous. This Lease Agreement shall be governed by and will be construed in accordance with the laws of the State of New York (without applying its conflicts of laws principles). The exclusive venue for any actions or claims arising under or related to this Lease Agreement shall be in the appropriate state of federal court located in Suffolk County, New York. If any part of this Lease Agreement is not enforceable, the remaining provisions will remain valid and enforceable. 27.16 Notices. All notices must be in writing, and shall be given (a) if sent by mail, when received, and (b) if sent by courier, when delivered; if to you at the address appearing on the MPA, and if to us at 4000 Coral Ridge Drive, Coral Springs, Florida 33065. Attn: Lease Department. Customer Service toll free number 1-677-257-2094. 27.17 Entire Agreement. This Lease Agreement constitutes the entire Agreement between the parties with respect to the Equipment, supersedes any previous agreements and understandings and can be changed only by a written agreement signed by all parties. This Lease Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Lease Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Lease Agreement. Glossary As used in this Agreement, the following terms mean as follows: Acquirer: Banks in the case of MasterCard, Visa and certain debit transactions or network acquirers in the case of Discover Network transactions that acquire Card sale transactions from merchants such as yourself. Address Verification: A service provided through which the merchant verifies the Cardholder's address, in whole or in part. Primarily used by Mailrielephone/Internet order merchants, Address verification is intended to deter fraudulent transactions. However, it is not a guarantee that a transaction is valid. Agreement: The Agreements among Client, Processor and Bank, contained in the Application, the Program Guide and the Schedules thereto and documents incorporated therein, each as amended from time to time, which collectively constitute the Agreement among the parties. Application: See Merchant Application. Association: Any entity formed to administer and promote Cards, including without limitation MasterCard International, Incorporated ("MasterCard"), Visa U.S.A., Inc. and Visa International ("Visa"), DFS Services, LLC ("Discover Network") and any applicable debit networks. Association Rules: The rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Association. Authorization: Approval by, or on behalf of, the Card Issuer to validate a transaction for a merchant or another affiliate bank. An Authorization indicates only the availability of the Cardholder's Credit Limit at the time the Authorization is requested. Authorization Approval Code: A number issued to a participating merchant by the Authorization Center which confirms the Authorization for a sale or service. Authorization Center: A department that electronically communicates a merchant's request for Authorization on Credit Card transactions to the Cardholder's bank and transmits such Authorization to the merchant via electronic equipment or by voice Authorization. Authorization Fee: A Client is charged an Authorization Fee each time communication is made with the host (other than when a Merchant transmits a batch for settlement, for which the Client is charged a Batch Closure Fee) via the POS terminal, software or gateway. Bank: The bank identified on the Application signed by you. Bankruptcy Code: Title 11 of the United Stales Code, as amended from time to time. Batch: A single Submission to us of a group of transactions (sales and Credits) for settlement. A Batch usually represents a day's worth of transactions. Business Day: A day (other than Saturday or Sunday) on which Bank is open for business. Card: See either Credit Card or Debit Card. Card Issuer: The bank or Association that issues a Card to an individual. Card Validation Codes: A three -digit value printed in the signature panel of most Cards and a four -digit value printed on the front'of an American Express Card. Visa's Card Validation Code is known as CW2; MasterCard's Card Validation Code is known as CVC2; Discover Network's Card Validation Code is known as a CID. Card Validation Codes are used to deter fraudulent use of an account number in a non -face-to-face environment, (e.g. mail orders, telephone orders and Internet orders). Card Verification Value (CVV)/Card Validation Code (CVC): A unique value encoded on the Magnetic Stripe of a Card used to validate Card information during the Authorization process. Card Not Present Salerrmnsaction: A transaction that occurs when the Card is not present at the point -of -sale, including Internet, mail- order and telephone -order Card sales. Cardholder: The individual whose name is embossed on a Card (or Debit Card, as applicable) and any authorized user of such Card. Cash Benefits: An EST account maintained by an Issuer that represents pre -funded or dayof-draw, benefits, or both, administered by one or more Government entities, and for which the Issuer has agreed to provide access under the EST program. Multiple benefits may be combined in a single cash benefit account. Cash Over Transaction: Dispensing of cash by a merchant in connection with a Card sale, other than a PIN Debit Card transaction, for the purchase of goods or services. Chargeback: The procedure by which a Sales Draft or other indicia of a Card transaction (or disputed portion) is returned to Bank, the Acquirer or the Issuer. Client is responsible for reimbursing us for all Chargebacks. Chargeback Fee: A fee incurred each time a transaction is charged back to you Client: The party identified as "Client" on the Application. The words "Subscriber," "you" and "your" refer to Client. Compliance Svc Fee: For Clients in good standing, payment of the Compliance Fee will cover the costs of one PCI questionnaire per year, or if an Internet scan is required, four scans per year for one IP address from a data security vendor approved by Processor, while Client has an open account with Processor. If Client has more than one IP address that requires scanning, Client is responsible for any such scans. These benefits are subject to change without notice. The payment of the Compliance Svc Fee does not affect your compliance responsibilities and obligations associated with your Merchant Account. Credit: A refund or price adjustment given for a previous purchase transaction. Credit Card: A valid Card authorizing the Cardholder to buy goods or services on credit and bearing the service mark of Visa, MasterCard or Discover Network and, to the extent the Schedules so provide, a valid Card authorizing the Cardholder to buy goods or services on credit and issued by any other Association specified on such Schedules. PPItcb111 Page 13 of 18 Credit Card Operating Procedures: The manual prepared by Processor, containing operational procedures, instructions and other directives relating to Card transactions. Credit Draft: A document evidencing the return of merchandise by a Cardholder to a Client, or other refund made by the Client to the Cardholder. Credit Limit: The credit line set by the Card Issuer for the Cardholder's account. Customer Activated Terminal (CAT): A magnetic stripe terminal or chip -reading device (such as an automatic dispensing machine, Limited Amount Terminal, or Self -Service Terminal) that is not an ATM. Debit Card: See either PIN Debit Card or Non -PIN Debit Card. Debit Network Processing Fees: Fees charged by PIN Debit networks for processing PIN Debit Transactions. In addition to any Debit Network Processing Fees, Client will also pay the Debit Card/ATM transaction fee as indicated in the Merchant Application and Agreement. Debit Network Processing Fees are subject to change without notice. Dial -Up Terminal: An Authorization device which, like a telephone, dials an Authorization Center for validation of transactions. Discount Rate: An amount charged a merchant for processing its qualifying daily Credit Card transactions. Transactions that fail to meet applicable interchange requirements will be charged additional amounts as set forth in Section 10.1 and the "Discount Rates for MaslerCardfVisa/Discover Network" section of the Merchant Application and Agreement. Early Cancellation Fee: A fee in an amount equal to $300.00, charged in the event that: a) you elect to cancel this Merchant Agreement prior to the expiration of the initial term of the Merchant Agreement; or b) the Merchant Agreement is terminated prior to the expiration of the initial term due to an Event of Default, except as provided in Section 15.3. Electronic Benefit Transfer (EBT): An electronic system that allows a government benefit recipient to authorize the transfer of their benefits from a Federal, State or local government account to a merchant account to pay for products and services received. Electronic Draft Capture (EDC): A process which allows a merchant's Dial -Up Terminal to receive Authorization and capture transactions, and electronically transmit them to a Card Processor. This eliminates the need to submit paper for processing. Factoring: The submission of authorization requests and/or Sales Drafts by a merchant for Card sales or Cash Advances transacted by another business. Gross: When referred to in connection with transaction amounts or fees, refers to the total amount of Card sales, without set-off for any refunds or Credits. Imprinter: A manual or electric machine used to physically imprint the merchant's name and ID number as well as the Cardholder's name and Card number on Sales Drafts. Issuer: The bank or Association which has issued a Card to an Individual. MasterCard and Visa only issue Cards through banks ("Issuing Banks") while Discover Network may issue Cards directly or issue Cards through an issuing bank. Limited Amount Terminal: A Customer Activated Terminal that has data capture only capability, and accepts payment for items such as parking garage fees, road lolls, motion picture theater entrance, or magnetic -stripe telephones. Magnetic Stripe: A stripe of magnetic information affixed to the back of a plastic Credit or Debit Card, The Magnetic Stripe contains essential Cardholder and account information. Media: The documentation of monetary transactions (i.e., Sales Drafts, Credit Drafts, computer printouts, etc.). Merchant Identification Card: A plastic embossed Card supplied to each merchant to be used for imprinting information to be submitted with each Batch of paper Sales Drafts. Embossed data includes Merchant Account Number, name and sometimes merchant ID code and terminal number. Merchant Account Number (Merchant Number): A number that numerically identifies each merchant, outlet, or line of business to the Processor for accounting and billing purposes. Merchant Agreement: The agreement among Client, Processor, PPI and Bank contained in the Merchant Application and Agreement, any attachments, addenda, schedules thereto, each as amended from time to time, all of which collectively constitute the agreement among the parties. Bank is a party to this Merchant Agreement for Visa MasterCard and non -PIN debit purposes only. Merchant Application: The Application portion of the Merchant Application and Agreement, sometimes referred to as the "Application". Monthly Account Fee: A recurring monthly fee, as indicated in your Merchant Application and Agreement, for maintaining an account with Processor. Monthly Customer Service Fee: A recurring monthly fee, as indicated in your Merchant Application and Agreement, for customer service access. Monthly Minimum Fee: A fee, as indicated in the Merchant Application and Agreement, less the net Discount Rates, if any, for your applicable transactions during the month. Non -PIN Debit Card: A Debit Card with either a Visa, MasterCard or Discover Network mark that is tied to a Cardholder's bank account or a prepaid account and which is processed without the use of a PIN. Non -Qualified Interchange Fee: The difference between the interchange fee associated with the Anticipated Interchange Level and the interchange fee associated with the more costly interchange level at which the transaction actually processed. Non Receipt of PCI Data Validation Fee: Fee charged on a monthly basis on accounts that have not confirmed their compliance or who have been deemed non -compliant. Operating Procedures: The then -current manual prepared by Processor, containing operating procedures, instructions and other directives relating to Card transactions. If you process Card transactions, you must comply with the Operating Procedures. The current Operating Procedures are available online at http://www.paypros.mm/fdmsdocs/ppiopguide04O8.pdf. Other Services: Other Services include all services related to , JCB Card, PIN Debit Card, and Electronic Benefits Transfer Transactions, TeleCheck check services, TRS collection services, Gift Card Services, and Transactions involving Cards from other Non -Bank Card Associations such as Voyager Fleet Systems, Inc., Wright Express Corporation and Wright Express Financial Services Corporation. PAN Truncation: A procedure by which a Cardholder's copy of a Sales or Credit Draft will only reflect the last four digits of the Card account number. PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction. PIN Debit Card: A Debit Card used at a merchant location by means of a Cardholder -entered PIN in the merchant PIN Pad. PIN Debit Cards bear the marks of ATM networks (such as NYCE, Star). PIN Debit Sponsor Banks: The PIN Debit Sponsor Bank(s) identified on the Application signed by you that is/are the sponsoring or acquiring bank(s) for certain PIN Debit networks. Point of Sale (POS) Terminal: A device placed in a merchant location which is connected to the Processor's system via telephone lines and is designed to authorize, record and transmit settlement data by electronic means for all sales transactions with Processor. Processor: The entity identified on this Application (other than the Bank) which provides certain services under this Agreement. Recurring Payment Indicator: A value used to identify transactions for which a consumer provides permission to a merchant to bill the consumer's Card account at either a predetermined interval or as agreed by the Cardholder for recurring goods or services. Referral: This message received from an Issuer when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU). Reserve Account: A fund established and managed by us to protect against actual or contingent liability arising from Chargebacks, adjustments, fees and other charges due to or incurred by us.. Resubmission: A transaction that the merchant originally processed as a Store and Forward transaction but received a soft denial from the respective debit network or Association. The resubmission transaction allows the merchant to attempt to obtain an approval for the soft denial, in which case you assume the risk that the transaction fails. Retrieval Requestrrransaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents. PPItcb111 Page 14 of 18 Sales Draft: Evidence of a purchase of goods or services by a Cardholder from Client using a Card, regardless of whether the form of such evidence is in paper or electronic form or otherwise, and may include a service order receipt), all of which must conform to Association Rules and applicable law. Sales/Credit Summary: The identifying form used by a paper Submission merchant to indicate a Batch of Sales Drafts and Credit Drafts (usually one day's work). Not a Batch header, which is used by electronic merchants. Schedules: The attachments, addenda and other documents, including revisions thereto, which may be incorporated into and made part of this Agreement. Self -Service Terminal: A Customer Activated Terminal that accepts payment of goods or services such as prepaid cards or video rental, has electronic capability, and does not accept PINS. Servicers: For Visa and MasterCard Credit and non -PIN debit Card transactions, Bank, Processor, Payment Processing, Inc., collectively. For all other Card transactions, Processor. The words "us" and 'we" refer to Servicers. Services: The activities undertaken by Processor and Bank to authorize, process and settle all United States Dollar denominated Visa and MasterCard transactions undertaken by Cardholders at Client's location(s) in the United States, and all other activities necessary for Processor to perform the functions required by this Agreement for Discover Network and all other Cards covered by this Agreement. Settlement Account: An account at a financial institution designated by Client as the account to be debited and credited by Processor or Bank for Card transactions, fees, Chargebacks and other amounts due under the Agreement or in connection with the Agreement. Split Dial: A process which allows the Authorization terminal to dial directly to different Card processors (e.g., American Express) for Authorization. In this instance, the merchant cannot be both EDC and Split Dial. Split Dial is also utilized for Check Guarantee companies. Split Dial/Capture: Process which allows the Authorization terminal to dial directly to different Card processors (e.g., Amex) for Authorization and Electronic Draft Capture. Store and Forward: A transaction that has been authorized by a merchant when the merchant cannot obtain an Authorization while the customer is present, typically due to a communications failure. The merchant will store the transaction electronically in their host system and retransmit the transaction when communications have been restored. Submission: The process of sending Batch deposits to Processor for processing. This may be done electronically or by mail. Summary Adjustment: An adjustment to your Submission and/or Settlement Accounts in order to correct errors. Telecommunication Card Sale: Individual local or long-distance telephone calls, for which the telephone service provider is paid directly by use of a Card. These do not include, however, calls paid for with pre -paid telephone service cards. Telecommunication Card Sales are considered Card Not Present Sales. Third Parry Agreement(s): If applicable, the agreements with third parties located in the Merchant Application and Agreement. These Third Party Agreements are separate and distinct from the Merchant Agreement with Processor and Bank and are subject to separate approvals. Transaction Fees: Service costs charged to a merchant on a per transaction basis. Us, We: See Servicers. You, Your: See Client. PPIlce111 Page 15 of 18 ACH PROCESSING SERVICES Terms and Conditions This ACH Processing Services Addendum ("Addendum") is made by and between Payment Processing, Inc., with its principal place of business located at 8200 Central Avenue, Newark, California 94560 ("PPI"), and you the merchant ("Merchant") and is made a part of and incorporated in full into the "PPI Merchant Application and Agreement" attached hereto ("Agreement'). WHEREAS, PPI provides enterprise payment solutions relating to electronic transaction processing services for organizations who receive payments from customers by electronic ACH transactions and PPI is the ACH processor through which debit and credit transactions are submitted to the ACH Network in conjunction with ACH check processing origination and settlement services ("ACH Services"). THEREFORE, PPI shall provide and Merchant shall utilize and access the Services in accordance with the terms of this Addendum and the practices and procedures established by PPI for the Services and the parties agree as follows: 1. Definitions: All the terms defined in the Agreement are incorporated herein, as applicable. In addition, the following terms used in this Addendum shall have the meaning specified below: (a) "ACH Transaction": An electronic payment transaction originated by Merchant and processed through the ACH Network in the Federal Reserve System. (b) "Administrator": The Merchant's employee who has been designated as Merchant's primary contact with PPI for the Services and has been appointed by Merchant to manage the administration of Services access, including passwords, and communicate authorizations to PPI. (c) "Confidential Information": The Software programs and documentation used by PPI to provide the Services to Merchant and passwords and other information or materials of a confidential and proprietary nature that PPI provides to Merchant under this Addendum. (d) "Customer': Merchant's customer who submits a payment to Merchant by means of a paper check or ACH transfer. (a) "Effective Date": the date Merchant signs the Agreement. (f) "Entry": A transaction submitted by Merchant to PPI for processing by the Services and further defined in the NACHA Rules. (g) "Merchant ACH Account": A non -interest bearing commercial demand deposit bank account which Merchant has set up for PPI's access to settle financial payment transactions under this Addendum. (h) "NACHA Rules": The then -current rules, regulations and procedural Guidelines published by the National Automated Clearing House Association ("NACHA") and/or all regional payment alliances associated with NACHA. (i) "Originating Depository Financial Institution' or "ODFI": The financial institution which receives the Entry from PPI and transmits the Entry to its ACH Operator for transmittal to a Receiving Depository Financial Institution for debit or credit to the Customer's account, as these terms are further defined in the NACHA Rules. Q) "Services": The ACH services provided to the Merchant by PPI. (k) "Settlement Account": An amount deposited in a PPI bank account which Merchant provides to PPI for settling and offsetting financial obligations of Merchant under this Addendum. 2. PPI Provision of Services. PPI or its designated third party ACH third party processing agent ("Third Parry ACH Processor") shall provide the Services to Merchant. Merchant shall utilize and access the Services in accordance with the terms of this Addendum and the practices and procedures established by PPI for the Services which have been communicated in writing to Merchant. 2.1 Set -Up of and Merchant Access to Merchant Settlement Account. As part of the Merchant set-up and boarding process: (a) a Settlement Account will be established by PPI at a financial institution of PPI's choice that will serve as the settlement account for ACH Transactions processed by PPI for Merchant. The Settlement Account is a custodial account in Merchant's name but under full access and control by PPI alone. (b) PPI will provide Merchant with an administrative and gateway user name and password ("Password") to access the Services that are hosted on PPI's processing system. Merchant will designate an Administrator who shall be the sole individual vested with the authority to determine who will be authorized to use the Services; establish separate passwords for each user; and establish limits on each user's authority to access information and conduct transactions. Merchant is responsible for the actions of its Administrator, the authority the Administrator gives others to act on Merchant's behalf, and the actions of the persons designated by the Administrator to use the Services. Merchant shall take reasonable security procedures and practices to safeguard the confidentiality of the passwords; limit access to its passwords solely to persons who have a need to know such information; closely and regularly monitor the activities of employees who access the Services; and prohibit its employees and agents from initialing entries for the Services without proper authorization and supervision and adequate security controls. 2.2 Delivery of Services: Delivery Sequence. PPI will provide processing Services for the Entry type(s) indicated in the Merchant set- up and boarding documentation in the Agreement, which Merchant wishes to utilize. PPI reserves the right to withdraw the processing Services provided generally to its customers including Merchant for individual Entry types from general market availability and coverage under this Addendum upon ninety (90) days prior written notice to Merchant. 2.3 Merchant Responsibility for Entries. Prior to submitting an Entry to PPI for processing, Merchant shall secure all authorizations and approvals from its Customer and deliver any notifications pertaining to that Entry which are required by the NACHA Rules and/or applicable laws and regulations. Merchant shall be responsible for the accuracy and propriety of all Entries submitted to PPI for processing. 2.4 Entry Processing Deadlines. Merchant acknowledges that PPI has specific processing deadlines imposed by its ODFI and its third party ACH processing provider for ACH Transactions. Files received by the deadline will be transmitted that day to the Federal Reserve Bank for settlement on the effective entry day. Files received after the deadline will be processed the next Banking Day as defined in the NACHA Rules. 2.5 Conflicts in Merchant Instructions. In the event of any conflicts in the instructions received by PPI regarding Merchant or any Entries relating to them, PPI may at its option and with or without notice, hold or interplead, comply with the legal process or other order, or otherwise limit access by Merchant or by PPI to the funds, Entries or proceeds thereof. 3. Settlement Accounts and Reserve Accounts. 3.1 Reimbursement of Shortfalls. Merchant shall immediately reimburse PPI for any shortfalls that occur due to non -sufficient funds in the Settlement Account. PPI reserves the right to delay the availability of funds for deposit without prior written notices to Merchant if in its sole discretion PPI deems itself at financial or relative risk for any and all Services performed under this Addendum. 3.2 PPI Right to Establish ACH Reserve Account, If PPI believes that its financial exposure and risk in delivering the Services to Merchant is significant or has increased materially, as an express condition for providing the Services to Merchant, PPI may at any time require Merchant to maintain a separate account ("ACH Settlement Reserve') of an amount to be solely determined by PPI. For purposes of the Addendum, the ACH Settlement Reserve account and its depository proceeds shall be a separate account from the Reserve Account as defined and provided under the Agreement. If required, the ACH Settlement Reserve will be deposited in a non -interest bearing PPI account separate from the Merchant ACH Account for exclusive use by PPI for purposes of offsetting Merchant's obligations under this Addendum ("ACH Settlement Reserve Account"). If Merchant's ACH Settlement Reserve Account falls below the required amount, Merchant authorizes PPI to immediately replenish the ACH Settlement Reserve Account via an ACH debit from the Settlement Account or by a direct deposit to the ACH Settlement Reserve Account. Merchant grants PPI a security interest in the ACH Settlement Reserve Account so that PPI may enforce any obligation owed by Merchant under this Addendum without notice or demand to Merchant. Merchant's obligation to maintain an ACH Settlement Reserve Account shall survive the termination of this Addendum for as long as debits, credits, refunds and returns relating to the Entries may be processed. 3.3 Right of Setoff. Merchant hereby acknowledges and agrees that PPI shall have a right of setoff against any and all fees, returns and refunds owed PPI by Merchant under this Addendum. 4. Pricing And Payment. 4.1 Fee Schedule. Merchant shall pay PPI the fees, penalties and charges for the Services ("Fees') listed in the 3 page application schedule of the Agreement. All amounts are exclusive of any taxes or Ppltcol 11 Page 16 of 18 other charges which may be imposed by a government entity on the Services, except for taxes due on PPI's income. 4.2 PPI Right to Adiust Fees. After the initial twelve (12) months of the Term of this Addendum, PPI reserves the right to increase the Fees once each succeeding twelve (12) month period during the Term of this Addendum by no more than ten percent (10%) from the previous Services fee rates by giving Merchant at least sixty (60) days prior written notice of such increase. S. NACHA Rules And PPI Guidelines. Each party shall comply with the then -current NACHA Rules which apply to ACH Transactions processed under this Addendum. In addition, PPI may at its option publish to Merchant its own standard operating and implementation guidelines for the Services with respect to specific NACHA Rules which will govern and apply to this Addendum as if set forth herein. 6. Confidential Information And Security Procedures, 6.1 Duty to Maintain. Merchant shall protect and maintain the confidentiality of all Confidential Information disclosed by PPI to Merchant under this Addendum and comply with the security procedures described in this Addendum and in any PPI policies and procedures communicated in writing to Merchant. Merchant acknowledges that the purpose of these security procedures is for verification of authenticity of an Entry and not to detect an error in the transmission or content of an Entry. No security procedure for the defection of any such error has been agreed upon between PPI and Merchant. Merchant is strictly responsible to establish and maintain the procedures to safeguard against unauthorized transmissions. 6.2 Password Disclosure. Merchant understands that the password and Services access and use instructions provided by PPI are confidential and agrees to assume all risks of accidental disclosure of inadvertent or wrongful use by any party whatsoever except for PPI, whether such disclosure of use are on account of Merchant's negligence or are deliberate acts. Merchant acknowledges that no person from PPI will ever ask for any password and that PPI employees do not need and should not ask for Merchant's password. 6.3 Merchant Responsibility To Change Passwords. Merchant shall change its password periodically and whenever anyone who has had access to a password is no longer employed or authorized by Merchant to use the Services. PPI may require Merchant to change its password at any time. PPI may deny access to the Services without prior notice if it is unable to confirm to its satisfaction any pemon's authority to access the Services or if PPI believes such action is necessary for security reasons. 6.4 Trade Secrets, Protection. Merchant acknowledges that the Services and Software provided by PPI under this Addendum incorporates trade secrets of PPI and its licensors, and as such is protected by civil and criminal law. Merchant shall notify PPI immediately of the unauthorized possession, use or knowledge of any item supplied under this Addendum by any person or organization not authorized by this Addendum to have such possession, use or knowledge. PPI shall have, in addition to any other remedies available to it at law or equity, the right to seek injunctive relief enjoining any wrongful use or possession of the trade secrets contained in the Services or Software by any party. Merchant acknowledges that irreparable harm will occur to PPI in the event of such wrongful use or possession of the trade secrets contained in the Services or Software and that other remedies are inadequate. 7. Data Privacy And Security Responsibilities of PPI. 7.1 No Extra -Addendum Disclosure. In accordance with data privacy laws and regulations applicable to this Addendum, which may include but not be limited to the Gramm -Leach Bliley Act ("GLBA") and the Health Insurance Portability and Accountability Act ("HIPAA"), PPI shall not disclose or permit access to or use of the nonpublic personal information of Merchant or its Customers made available by Merchant to PPI for any purposes other than those specifically required to fulfill PPI's contractual obligations with Merchant. PPI shall not sell or offer for use (other than its own) the information regarding Merchant or its Customers for any reason. In connection with providing Services to Merchant, PPI shall take all commercially reasonable steps to ensure the privacy and security of the information of Merchant and its Customers in PPI's possession and protect against anticipated threats and hazards to the security of such information. PPI shall take all commercially reasonable steps to prevent unauthorized access to or use of such information that could result in substantial harm or inconvenience to Merchant or its Customers. In the event any court or regulatory agency seeks to compel disclosure of the information, PPI shall, if legally permissible, promptly notify Merchant of the disclosure requirement and will cooperate so that Merchant may at its expense seek to legally prevent this disclosure of the information. 7.2 Privacy Policy. PPI has separately published its data privacy and security compliance commitment to its customers, which corresponds at a minimum to the provisions of this Section 7 as of the Effective Date of this Addendum. To the extent that additional commitments by PPI are reflected in future published versions of this policy, these additional commitments shall be incorporated as part of this Addendum without further actions by the parties. In no event shall a future published data privacy and security compliance statement issued by PPI lessen or eliminate any of the commitments by PPI slated in this Section 7. 7.3 Duties Upon Breach of PPI System. If a breach of security results in an unauthorized intrusion into PPI's systems which directly and materially affects Merchant or its Customers, PPI will take appropriate measures to stop the intrusion; report on the intrusion to Merchant within a reasonable time after discovery of the intrusion; subsequently report the corrective action taken by PPI in response to the intrusion; and provide reasonable assistance to Merchant to support any mandatory disclosures about the intrusion by Merchant to its Customers required by law. If PPI has notified law enforcement agencies about the intrusion, PPI may delay its notification of the intrusion to Merchant until authorized to do so by the law enforcement agencies. 8. Warranties. 8.1 PPI. PPI warrants to Merchant that its Services will be performed in a professional and timely manner consistent with ACH transaction processing industry standards and in accordance with the NACHA Rules and applicable laws and regulations and any written PPI policies and procedures communicated by PPI to Merchant. In the event that Merchant discovers an error in the Services which has been caused by PPI, Merchant shall immediately notify PPI of the existence and details of the error. PPI shall apply commercially reasonable efforts to correct the error within a reasonable time after PPI's receipt of notification of the error. EXCEPT FOR THE FOREGOING WARRANTY, PPI AND ITS THIRD PARTY ACH PROCESSOR MAKE NO OTHER WARRANTIES FOR THE SERVICES PROVIDED BY PPI AND PPI AND ITS THIRD PARTY ACH PROCESSOR DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE RDC SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PPI and its Third Parry ACH Processor do not guarantee the completeness or accuracy of the information provided from a third - party database. PPI shall have no liability to Merchant for any invalid Customer information provided by Merchant or Entries returned unpaid to Merchant. 8.2 Merchant. Merchant warrants to PPI, its Third Party Ach Processor, the ODFI and the Bank of First Deposit that all Entries submitted to PPI for processing will comply with applicable NACHA Rules, laws and regulations pertaining to the Entries. 9. Indemnification. 9.1 PPI shall indemnify, defend and hold Merchant harmless from and against all claims, actions, losses and expenses, including reasonable attorney's fees and legal costs, incurred by Merchant arising out of a third party claim that the Services provided by PPI under this Addendum infringe the valid intellectual property rights of the third parry, provided that PPI is promptly notified by Merchant of its receipt of notice of such claim, is given control of the defense or settlement of such claim, and is given reasonable assistance requested by PPI at PPI's cost with regard to such claim. 9.2 Merchant. Merchant shall indemnify, defend and hold PPI, its Third Party ACH Processor, the ODFI and the Bank of First Deposit harmless from and against all claims, actions, losses and expenses, including reasonable attorney's fees and legal costs, incurred by PPI, its Third Party ACH Processor, the ODFI and/or the Bank of First Deposit arising out of (a) Merchant's breach of this Addendum, the NACHA Rules or applicable laws and regulations; (b) return of an Entry due to incorrect or incomplete data or information provided by Merchant in the submission of the Entry to PPI, a closed Customer account, or insufficient funds in the Customer account, and/or (c) fraudulent activity, wrongful or unauthorized use of the Services, or submission of fraudulent or illegal Entries by Merchant or a third party who has gained access to the Services through the use of Merchant's password. 10. Limitations Of Liability. IN NO EVENT SHALL PPI, ITS THIRD PARTY ACH PROCESSOR, THE ODFI OR THE BANK OF FIRST PpltcoI it Page 17 of 18 DEPOSIT BE LIABLE TO MERCHANT OR ANY OTHER PARTY FOR ANY LOSS OF PROFITS OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES WAS FORESEEABLE. Except for PPI's indemnification liability stated in Section 9.1 above and damages arising from any action or inaction by PPI which constitutes fraud, gross negligence or willful misconduct, PPI and its Third Party ACH Processor's aggregate, cumulative liability to the Merchant for all claims of actual direct damages relating to the Services, this Addendum, or the relationship between PPI and Merchant, including any cause of action in contract, negligence, tort, strict liability or otherwise, shall not exceed an amount equal to the total amount of all fees paid by the Merchant to PPI for Services delivered under this Addendum during the three (3) month period preceding the origination of the claim giving rise to liability. 11. Term And Termination. 11.1 Term. This Addendum shall have the same term as in the Agreement (e.g. 3 years) ("Term"). Upon expiration of the Term, this Addendum shall automatically renew for additional consecutive twelve (12) month terms unless either party gives written notice of its election not to renew this Addendum to the other party no later than sixty (60) calendar days prior to the end of the then -current tens. 11.2 Termination. This Addendum may be terminated by either party for cause upon giving the other party written notice of the breach of this Addendum committed by the other party, the facts underlying the breach, and giving the other party a reasonable time to cure the breach. In addition, PPI reserves the right to withdraw the processing of Services provided to Merchant under this Addendum upon ninety (90) days prior written notice to Merchant. Either party may immediately terminate this Addendum at any time in the event that (i) receiver is appointed, or an assignment is made, for the other party's creditors or its property; (ii) the other party becomes insolvent or is generally unable to pay its debts when due; (iii) the other party makes an assignment for the benefit of its creditors; (iv) any voluntary or involuntary proceedings are commenced by or against the other party which are not dismissed within 120 days; or (v) the other party is liquidated or dissolved. For the purpose of this Addendum, a reasonable time to cure the breach specified in the written notice shall be deemed to be: (a) For any breach of Sections 2.1(b), 3.1. 4.1, 5 or 6 above: Five (5) business days from receipt of written notice. (b) For all other types of breach of this Addendum, except as provided below: Thirty (30) calendar days from receipt of written notice. Notwithstanding the foregoing, in the event either party materially breaches any provision of this Addendum by fraud, act of intent to defraud, failure to notify the other party of a material change in party's financial structure or a material change in the information originally provided to induce the other party to enter into the Addendum, the non - breaching party may immediately terminate this Addendum in writing without giving the breaching party an opportunity to cure the breach. 11.3 Survival Of Obligations. The provisions of Sections 3 and 6 through 10 of this Addendum and any other provisions of the other Sections of this Addendum which by their nature should reasonably be expected to continue to apply after termination of this Addendum shall survive the termination of this Addendum. In addition, PPI will continue to hold the Settlement Account and ACH Reserve Account balances following termination of this Addendum for a reasonably sufficient period to cover any final refunds or returns of Entries which may be processed by PPI after the effective date of termination of this Addendum. 12. General Provisions. 12.1 Governing Law Jurisdiction. This Addendum and the rights and obligations of the parties are to be construed, interpreted and enforced pursuant to the laws of the State of Califomia; provided, however, notwithstanding the provisions of Section 1654 of the California Civil Code, the parties agree that this Addendum shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party, and that the rule that an ambiguity is to be interpreted against the drafting party shall not apply. Any lawsuit or proceeding that arises out of or relates to this Addendum may be brought only in the state and federal courts located in the State of California, and each of the parties irrevocably submits to and consents to personal and subject matter jurisdiction of any state court located therein and to any federal court located in the Northern District of California. 12.2 Assignment. This Addendum shall not be assigned or delegated by Merchant to any other party without the prior written consent of PPI, which shall not be unreasonably withheld. 12.3 Legal Fees. If any action, including an action for injunctive relief, is brought to enforce or interpret the terms of this Addendum, the prevailing party is entitled to attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. The parties intend this provision to be given the most liberal construction possible and to apply to any circumstances in which such party reasonably incurs expenses. 12.4 Force Maieure: If performance by PPI, the ODFI, the Bank of First Deposit, or any of their respective affiliates, of any Services or obligation under this Addendum is prevented, restricted, delayed or interfered with by reason of acts or events beyond their reasonable control, including but not limited to labor disputes and strikes; acts of nature, fire, floods, lightning, hurricanes, earthquakes or severe weather; utility or communications failures; failures of the ODFI, ACH or Federal Reserve Bank system network; computer assodated outages or delay in receiving electronic data; war, civil commotion or acts of terrorism; or the introduction of any new law, order or regulation which prohibits or restricts performance of this Addendum, then PPI, the ODFI, the Bank of First Deposit and their respective affiliates affected by the occurrence of such acts or events shall be excused from their performance hereunder to the extent of the prevention, restriction, delay or interference. 12.5 Amendment. Subject to the rights of PPI under Section 4.2, this Addendum may be amended only by a written document signed by authorized representatives of both parties. 12.6Entire Addendum. This Addendum contains the entire agreement between Merchant and PPI relating to the subject matter addressed herein, including the provision of Services, and supersedes any prior or contemporaneous understandings or agreements, whether oral or written, between the parties regarding the subject matter of this Addendum. PPItc0111 Page 18 of 18 Attachment IV Service Agreement SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Payment'Processing, Inc.,(PayPros) hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting. of ( 9 ) Nine pages and incorporated herein by this reference. 2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit " consisting of zero ( 0 ) pages , and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within thirty (30) days following execution of this Agreement. Services shall be completed no later than January 31, 2012 Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 4. Contract Period. [Option 11 This Agreement shall commence upon the date of execution shown on the signature page of this Agreement and shall continue in full force and effect for one (1) year, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for an additional period of one (1) year at the rates provided with written notice to the Professional mailed no later than ninety (90) days prior to contract end. RFP 7363 Electronic Payment Processing Page 10 of 20 4. Contract Period. [Option 21 This Agreement shall commence January, 1 2012, and shall continue in full force and effect until December 31, 2015, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed five ( 5 ) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. [Early Termination clause here as an option 6. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Copy to: Service Provider: City of Fort Collins City of Fort Collins Payment Processing, Inc. Attn: Purchasing Attn: 8200 Central Avenue PO Box 580 PO Box 580 Newark, CA 94560 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of early termination by the uty, the bervice rroviaer snaii oe paia ror services rendered to the date of termination, subject only to the satisfactory performance of the Service RFP 7363 Electronic Payment Processing Page 11 of 20 Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit " D ", consisting of ( 26 ) twenty six pages , and incorporated herein by this reference. 8. City Representative. The City will designate, prior to commencement of the work, its. representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 9. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. RFP 7363 Electronic Payment Processing Page 12 of 20 eCommerce Solution: • PayPros can allow for multiple Users to access systems with individual logins. • PayPros provides mobile processing applications and hardware for iPhone and iPads as well as Andriod devices. Specifications provided upon request. • Payment Processing is partnered with Vermont Systems and can work with a variety of POS applications and vendors to ensure the processing solution is supported, such as Payflow Pro and Digital Payment Technologies. If we are not partnered with the vendor, we will work with the vendor on an integrated solution to m eat the City's needs. • PayPros offers their state of the art Virtual Terminal for free of charge. The Virtual Terminal also has the ability to email invoices to customers to allow them to pay their invoice online. • We have 2 choices for processing networks, FDMS-Nashville and Chase Paymentech- Tampa, two largest processors in the U.S. As such, their capacity is virtually limitless. • PayPros integration formats include .Net, SOAP, ASP, VB Script, CGI, PERL, • JAVA, XML, C/C++, and PHP. • All PayPros networks, systems, and IT infrastructure are purpose built and configured for maximum security and our compliance validation as a level 1 PCI DSS Service provider. Security measure to secure and protect PayPros includes virtual private networks and two factor authentication security controls. Merchant access to the payment networks is controlled by an encrypted token that permits only secure access by the merchant's software application to the payment gateway environment necessary for payment card processing. • All Internet Ecommerce transactions are fully encrypted using AES 256 grade encryption over SS (secure sockets layer version 3) • PayPros provides risk monitoring tools and hands on training for free of charge. • All of our systems are implemented to reduce any downtime impact. All systems are either part of a cluster so a single failure will not impact them or have a warm stand-by that can take it's place should a problem occur. Should a catastrophic failure (earthquake, fire, flood, etc.) occur we have a completely redundant site that can take over. Our Backups system takes a full backup every week, with incremental daily backups done every day. Live replication of data is done with our Disaster Recovery site, so loss of data during a major event will be minimal at most. • We run a fully redundant set of servers in a co -location center in Toronto, Ontario, Canada with which we perform live replication. Because testing of this site requires the replication to be halted while testing occurs, we test twice a year. Our datacenter in Raleigh, North Carolina acts as our main NOC. Our uptime is 99.999%. Back-up systems are used and tested monthly. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. C. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. RFP 7363 Electronic Payment Processing Page 13 of 20 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. C. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit " B ", consisting of one (5) pages, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 18. Law/Severability. The laws of the State of Colorado shal I govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this RFP 7363 Electronic Payment Processing Page 14 of 20 Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as am ended, and expanded in P ublic Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. C. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: RFP 7363 Electronic Payment Processing Page 15 of 20 Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days ofreceiving the notice required pu rsuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Red Flags Rules. Service Provider must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, Service Provider must take appropriate steps to mitigate identity theft if it occurs with one or more of the City's covered accounts and must as expeditiously as possible notify the City in writing of significant breeches of security or Red Flags to the Utilities or the Privacy Committee. RFP 7363 Electronic Payment Processing Page 16 of 20 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit" C "- Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. RFP 7363 Electronic Payment Processing Page 17 of 20 INBOUND NOTIFICATION : FAX RECEIVED SUCCESSFULLY ** TIME RECEIVED REMOTE CSID DURATION PAGES STATUS April 11, 2012 11:21:21 AM PDT 36 1 Received 04/11/2012 10:40 FAX IM001/001 CrrY OF FORT COWNS, COLORADO a muwdpef oorporatlon By: James B. O'Neflf fl, CPPO, FmGp DMcWr of PUmheehg and Risk Mares Date: A7TEST: APPROVED AS TO FOFZWt Assistant City Atlomey rW-P 730 EieabO Psynnwt Pimwing P"e is d20