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BILLER AGREEMENT ( CONTRACT WITH SYSTEMS AND SOFTWARE INC FOR REPLACMENT OF PAYMENT PROCESSING VENDOR AND PURCHASE OF CUST0MER SERVICE BILLING SOFTWARE NODULES
Biller Agreement 1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non - exclusive, non - transferable, worldwide right to use the Service described on the Biller Order Form until termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller's own customers, for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors. Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition, Biller will sign all third party applications and agreements required for the Service including without limitation payment and credit card processing agreements and merchant agreements. For invoice types listed on the Order Form (e.g. real estate taxes, utility bills, birth certificates, parking tickets, event tickets, etc.), Biller will not use the credit card processing, ACH or check processing of any bank, payment processor, entity, or person, other than Invoice Cloud via electronic data transmission or the authorization or processing of Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term of this Agreement. Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service. 2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at http:// www .invoicecloud.com/privacy.html. Invoice Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. With respect to Protected Health Information (as defined in 45 C.F.R 160.103), Invoice Cloud will enter into a Business Associate Agreement pursuant to 45 CFR part 160 and 164. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards and Cardholder Information Security standards. 3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a file of the Customer Data within 30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30 days notice except as prohibited by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice will be provided promptly thereafter. 4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with or otherwise have access to Customer Data that the Biller's customers considers being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Invoice Cloud's own Confidential Information, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Date to third parties, except as required to perform the Services under this Agreement or otherwise required by applicable law. Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to use them. Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, customer and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as proprietary, confidential, or private (the "Confidential Information "). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Biller Agreement Rev 2. The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement Page 11 Biller Agreement Information of the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law. 5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are non - cancellable and all amounts or fees paid are non - refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Invoice Cloud on fees, assessments, and the like from credit card processers, bank card issuers, payment associations, ACH and check processers. 6. Term and Termination. The initial term of this Agreement shall be for a period of three (3) years ("Initial Term") commencing on the Effective Date on the Biller Order Form and will renew for each of additional successive three (3) year terms ( "Renewal Term ") unless terminated as set forth herein. This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Tenn by such party providing written notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then- current term. Additionally, this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. For example, any unauthorized use of the Invoice Cloud Technology or Service by Biller, or its authorized users will be deemed a material breach of this Agreement. Upon any early termination of this Agreement by Invoice Cloud as a result of the breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account or credit card or otherwise bill Biller for such unpaid fees. 7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement. Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Order Form under normal use and circumstances and that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service; provided that the Biller shall maintain immediately accessible backups of the Customer Data. In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud's processing systems. 8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the intemet and electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller's billing information is correct. 9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or its customers' and a payers' use of the Service, including those related to data privacy, communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users; and (iii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Invoice Cloud is not responsible for any Biller postings in error due to delayed notification from credit card processor, ACH bank and other related circumstances. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose a refund, return or cancellation policies to Invoice Cloud and any applicable payment processors and Biller's Customers, as requested. Any change in a return/ cancellation policy must be submitted to Invoice Cloud, in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting Biller Agreement Rev 2.0 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement Page 12 Biller Agreement such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration from a Customer in retum for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed, unless required by applicable law 10. Indemnification. Invoice Cloud shall indemnify and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities, and damages (including, without limitation, Biller's costs, and reasonable attorneys' fees) arising out: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver funds processed by Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not apply to any claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful misconduct or violation of any applicable agreement or law. Biller shall indemnify and hold Invoice Cloud, its licensors and Invoice Cloud's, subsidiaries, affiliates, officers, directors, employees, attorneys, agents, and payment processors harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with any claim, cause of action, lawsuit, administrative or criminal investigation, charge, action or claim alleging: (i) that use of the Customer Data infringes the rights of a third party; (ii) a violation by Biller of Biller's representations and warranties or the breach by Biller or Biller's Users of this Agreement including without limitation incomplete or inaccurate Transaction Data; or (iii) relating directly or indirectly to Biller's or its authorized users' use of the Service. 11. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND /OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND /OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Biller. 12. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. 13. Notice. Either party may give notice by electronic mail to the other party's email address (for Biller, that address on record on the Biller Order Form, or by written communication sent by first class mail or pre -paid post to the other party's address on record in Invoice Cloud's account information for Biller, and for Invoice Cloud, to Invoice Cloud, Inc., 35 Braintree Hill Office Park, Suite 100, Braintree, MA 02184 Attention: Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). • 14. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned without such party's consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 15. Insurance. Invoice Cloud agrees to maintain in full force and effect during the term of the Agreement, at its own cost, the following coverages: a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and One Million ($1,000,000) general aggregate. b. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud's owned, hired or non -owned vehicles assigned to or used in performance of the Services. c. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars ($1,000,000) per claim and in the aggregate. 16. Immigration Laws. For Services performed within the United States, Invoice Cloud will assign only personnel who are either citizens of the United States or legally eligible to work in the United States. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller. 17. General. With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the law of the state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law Biller Agreement Rev 2. The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement Page 13 Biller Agreement provisions of any jurisdiction. With respect to Bitters who are not with municipalities, localities or governmental authorities, this Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than an Biller Order, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 11, 13 and 17 shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that Biller is using. Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at www. invoicecloud .com/termsandconditions and are agreed to by Invoice Cloud and the Biller. Biller Agreement Rev 2.0 The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement Page 14 ›Invoicev„.luk,A Biller Order Form safes Infbrmatior► Serxices Products Bitter tnft rmatia„ , Software Partner: Systems and Software Invoice Presentment ® IVR Fed Tax ID: 58- 2204274 Invoice Cloud Sales Partner: ACH (EFT) Processing ® Check21 ❑ Organization Start Date: 1735 Invoice Cloud Sales Contact: Sam Evrard Credit /Debit Card Processing ® Online Bank Direct ❑ Web Site URL: http: / /www.augustaga.gov /699 /Utilities GENERAL INFORMATION Ownership Type: Government CUSTOMER SERVICE / TECHNICAL SUPPORT MARKETING CONTACT TRAINING CONTACT Legal Name: City oAugusta Contact: Steven Little Contact: Melissa Roberts Contact: Steven Little Note: This name will have to match on ALL documents Address 1: 530 Green Street Phone: 706 - 312 -4124 Phone: (706) 821 -1745 Phone: 706 - 312 -4124 Address 2: Email: Email: Email: slittle @augustaga.gov Roberts @augustaga.gov slittle @augustaga.gov City: Augusta State: GA ip: 30901 Name of Paperwork Signer: Signer Title: Mayor Deke 5. Copenhaver Signer Phone: 706 -821 -1833 Signer Email: dcopenhaver@augustaga.gov Notes: ACH and Credit Card service fee for online payments. ACH only for IVR, absorbed by Augusta. Note: Signer must siqn ALL documents PRICING Biller Portal Access Fee $ 00.00 Monthly (waived) IC Payment Transaction Fee — EFT (biller not payer pays the transaction fee) $0.00 Per Transaction Additional Biller Portal Access Fee $0.00 Monthly Quantity IC Payment Transaction Fee - Check 21 $ Per Transaction $ 0.25 Per Paperless Presentment (Includes 3 emails) for - bills, onl when paper invoice (NOT s only P P Check Reader Quantity (Optional) ) $0.25 Per suppressed) Additional Email Presentment $ Per Presentment Online Bank Direct Access Fee (Optional) N/A Monthly Presentment Fee $ Monthly Online Bank Direct Transaction Fee (Optional) $0.25 per transaction ACH Reject Fee $15.00 Per Transaction Implementation Fees $0.00 BILLER BANK (MUST INCLUDE VOIDED BUSINESS CHECK OR BANK LETTER FOR EACH ACCOUNT) Name of Checking Account (As it appears on check or Bank Letter): Augusta (Rich Cty) Consolidated Gov Bank Name: GA BANK & TRUST CO OF AUGUSTA Physical Address: 3530 Wheeler Road, Augusta, GA 30909 Phone: 706 - 738 -6990 Depository Your Invoice payment collections will b electronically deposited into this account. Routing # 061104314 Account # 201002868 Your Invoice and payment processing fees Fees will be electronically deducted from this Routing # 061104314 account. Account# 201002868 Page 1 The complete Biller Order Form includes the Biller Agreement Terms and Conditions Version 7 CERTIFICATION ANDAGREEMENT A. By signing below, the Biller hereby authorizes Invoice Cloud, Inc. (invoice Cloud") to initiate and execute debit/credit entries to its checking /deposit account(s) indicated above at the depository financial institution(s) named above and to debit/credit the same such account(s). The Biller acknowledges that the origination of ACH transactions to its account(s) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (i) Invoice Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than 10 business days notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when a change in account number(s) or bank has occurred at which time this authorization shall apply to such new /changed account. This notification must be received within 10 business days of change. A fee will be charged for any retumed ACH debits. B. By signing below, the Biller named: (1) has read, agreed to, and acknowledges receipt of the terms and conditions of the Biller Agreement, attached hereto, as well as the terms and conditions at www. invoicecloud .com /termsandconditions, all of which is incorporated herein by reference (2) certifies to Invoice Cloud that he/she is authorized to sign this Biller Order Form; (3) certifies that all information and documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given, including credit references, and to obtain credit; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will be bound by the Biller Order Form and the Biller Agreement in its entirety; (7) agrees that Biller will submit transactions only in accordance with the information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud, by email (contracts@invoicedoud.com) if any information in this Biller Order Form changes. The terms and conditions and this Biller Order Form, the Biller Agreement and the terms and conditions at www. invoicecloud .com /termsandconditions constitute the entire integrated Biller Agreement by and between Biller and Invoice Cloud. If any provision of this agreement hereunder is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. and (8) the Biller agrees and understands that outstanding sums due and owing to Invoice Cloud., will be charged daily or monthly and debited from its current depository account. Non - sufficient funds for these debits are grounds for a change in fees or termination of this Agreement. In the event of non - payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the current depository account at any time to ensure payment of the same. C. By signing below, the Biller hereby gives permission to Invoice Cloud to access his / her credit history via Trans Union, Equifax, or other credit- reporting agency D. The Biller Order Form and the Biller Agreement will become effective only when counter- signed by Invoice Cloud and upon execution by the Biller of such third party agreement required by Invoice Cloud to permit use of the payment function of the Service. In WITNESS WHEREOF, the parties hereto have executed this Agreement as of this day . \ \ \ \4 ` Biller Signature WI X � �� �� ! �� • Accepted by Invoice Cloud: Corporate f $ °•° ••• i 0 Print N • y � , r„ P • 01 / ® • T °Q ° ta n ° ® @ ° ° ° 47 Page 1 2 The complete Biller Order Form includes the Biller Agreement Terms and Conditions Version 7 INVOICING PARAMETERS (An Invoicing Parameter Sheet needs to be completed for every invoice type) Today's Date: 08/13/2014 Submitter ® Non- Submitter ❑ Information provided by: Sam Evrard Invoice Type: Water Type of IC Service: EBPP ® Cloud Store ❑ Cloud Pay ❑ Credit Card Payment Methods: Visa ® MC ® Discover ® Amex ❑ Billing Software: Software Version: Printer: enQuesta In -house Billing Frequency (How often Number of Installments: Months Billed: bills are mailed) 1 Monthly Jan ❑ Feb ❑ Mar ❑ Apr ❑ May ❑ Jun ❑ Jul ❑ Aug ❑ Sep ❑ Oct ❑ Nov ❑ Dec ❑ All Ej Bill Mail Date: Invoices per Cycle: 70,000 ® 11 -20 0 2f` -31'` Ej Highest Invoice Amount: $35,000.00 Average Invoice Amount $ 65.00 SERVICE FEE PRICING (Please check if service fee will be charged to the payer or the fees are paid by the Biller) Credit Card (non - utility) Service Fee paid by payer ❑ 2.95% Paid by the Biller ❑ Interchange, fees, dues, assessments + auth + plus 75 BPS With a $1.95 Minimum Credit Card (utility) (no Visa) Service Fee paid by payer ❑ 2.95% Paid by the Biller ❑ Interchange, fees, dues, assessments +auth + plus 75 BPS With a $1.95 Minimum ACH (Electronic Check) WEB Service Fee paid by payer ® $2.95 ACH (Electronic Check) IVR Service Fee paid by payer ❑ $2.95 Paid by the Biller $0.50 Flex Pay ACH Service Fee paid by payer ❑ $0. 95 Paid by the Biller ❑ $0.85 Flat Rate Credit Card Utility Service Fee (utilities taking VISA, charging convenience fee to payer): $ 2.95 Max Cap for Credit Cards : $500.00 IVR Transaction Fees Service Fee paid by payer ❑ Service Fee + $1.95 Paid by the Biller ❑ $1.95 plus fees above Page l 3 The complete Biller Order Form includes the Biller Agreement Terms and Conditions Version 7 14221 Dallas Parkway, Dallas, Texas 75254 • 4 Northeastern Blvd, Salem, NH 03079 -1952 CHASE tech sFv Sales Phone (603) 896 -8324 • Sales Fax (603) 896 -8701 www.chasepaymentech.com ` 1 COMPANY INFORMATION Federal regulations require that we collect and retain for our records information to verify merchant identity. COMPANY LEGAL NAME: City of Augusta TAXPAYER ID 58- 2204274 REGISTERED TRADE L N AME YEAR BUSINESS STARTED 1735 PHYSICAL STREET ADDRESS: (NO PO BOX OR PAID MAIL BOX) 530 Green Street CITY Augusta STATE GA ZIP CODE 30901 PRIMARY CONTACT Deke S. Copenhaver 1 TELEPHONE # 706 -821 -1833 TYPE OF ENTITY ❑INDIVIDUAL /SOLE PROPRIETOR ['PARTNERSHIP ['CORPORATION ❑LLC* ®OTHER: Government TYPE OF OWNERSHIP: * IF LLC, TAXED AS: ['DISREGARDED ENTITY ['CORPORATION ['PARTNERSHIP PUBLIC ❑PRIVATE ❑NON PROFIT STATE OF FORMATION 1 GA DATE OF FORMATION 01/01/1735 I I (MM /DD/YYYY) 1 OWNERS Illk OWNERS MUST PROVIDE SOCIAL SECURITY NUMBER. EACH OWNER SIGNING AUTHORIZES JPMORGAN CHASE BANK N.A. AND PAYMEN T ECH LLC AS PART 0= 2 THIS INVESTIGATION TO OBTAIN AND REVIEW THIRD PARTY CREDIT BUREAU REPORTS ON SUCH OWNER. OWNERSHIP DETAILS MUST BE PR014DED FOR EACH I NDIVIDUAL OR LEGAL ENTITY OWNER WITH A 10% ORIGREATER OWNERSHIP INTEREST. ATTACH ADDITIONAL SHEETS, IF NECESSARY, ALONG 1NiTH SIGNATURES OF ANY OWNER WHO IS AN INDIVIDUAL SOCIAL SECURITY BIRTHDATE T NAME OR OR TAX ID NUMBER j DATE OF INCORPORATION STREET ADDRESS q TELEPHONE NUMBER CITY STATE N ZIP CODE I SIGNATURE PERCENT OWNERSHIP % I soam. SECURITY NAME DATE OR OR TAX ID NUMBER DATE OF INCORPORATION STREET ADDRESS I II TELEPHONE NUMBER li CITY SIGNATURE — 1 PERCENT OWNERSHIP % 0' 3 CERTIFICATION , the undersigned, being an officer /principal of represent and warrant that the statements made on this document are correct and factual. JPMorgan Chase lank, N.A ( "Member") and Paymentech, LLC ( "Paymentech" or "Chase Paymentech") are authorized to conduct any necessary investigation. IIGNATURE / DATE i t (c- f 1— IAME (please print) Mayor • AYMENTECH INTERNAL USE ONLY UBMITTER NAME I Invoice Cloud, Inc. *Note: Each Merchant is required to submit a W9 with this application, regardless if Paymentech will be utilizing the Submitter's TIN for IRS reporting purposes. Page 1 of 1 Rev 02/14 CHASE CY Paymentech entec SUBMITTER MERCHANT PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES Paymentech, LLC ( "Paymentech" or "we ", "us" or "our" and the like), for itself and on behalf of JPMorgan Chase Bank, N.A. ( "Member "), is very excited about the opportunity to join Invoice Cloud, Inc. in providing you with state -of -the -art payment processing services. When your Customers pay you through Invoice Cloud, Inc., you may be the recipient of a Card funded payment. The organizations that operate these Card systems (such as Visa U.S.A., Inc. and MasterCard International Incorporated; collectively, the "Payment Brands ") require that you (i) enter into a direct contractual relationship with an entity that is a member of the Payment Brand and (ii) agree to comply with Payment Brand Rules as they pertain to applicable Card Transaction you submit through Invoice Cloud, Inc.. You are also required to fill out an Application with Paymentech. The Application provides Paymentech with information relative to your processing practices and expectations. By executing this document, you are fulfilling the Payment Brand Rule of entering into a direct contractual relationship with a member, and you are agreeing to comply with Payment Brand Rules as they pertain to Transactions you submit for processing through the Invoice Cloud, Inc. service. We understand and acknowledge that you have contracted with Invoice Cloud, Inc. to obtain Card processing services on your behalf and that Invoice Cloud, Inc. may have agreed to be responsible for your obligations to us for such Transactions and as set forth in these guidelines. The following information is designed to inform and assist you as we begin our relationship. 1. Your Acceptance of Cards • You agree to comply with all Payment Brand Rules, as may be applicable to you and in effect from time to time. You understand that we may be required to modify these instructions and guidelines in order to comply with requirements imposed by the Payment Brands. • hi offering payment options to your customers, you may elect any one of the following options. These acceptance options above apply only to domestic transactions: (1) Accept all types of Visa and MasterCard cards, including consumer credit and debit/check cards, and commercial credit and debit/check cards; (2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option, you must accept all consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business debit/check cards); or (3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you must accept all consumer debit/check card products (but not business debit/check cards) and refuse to accept any kind of credit cards). • If you choose to limit the types of Visa and MasterCard cards you accept, you must display appropriate signage to indicate acceptance of the limited acceptance category you have selected (that is, accept only debit/check card products or only credit and commercial products). • For recurring transactions, you must obtain a written request or similar authentication from your Customer for the goods and/or services to be charged to the Customer's Card, specifying the frequency of the recurring charge and the duration of time during which such charges may be made. 2. Settlement • Upon our receipt of your Transactions, we will process your Transactions to facilitate the funds transfer between the various Payment Brands, you and Invoice Cloud, Inc.. Unless otherwise agreed to by the parties, after we receive credit for such Transactions, we will provide provisional credit to one or more of the Bank Account(s) you designate herein under the "Funding Schedule" section. • You must not submit Transactions for payment until the goods are delivered, shipped, or the services are performed. If a Customer disputes being charged for merchandise or services before receiving them, the result may be a Chargeback to you. 3. Charjebacks • You may receive a Chargeback for a number of reasons. The following are some of the most common reasons for Chargebacks, but in no way is this meant to be an exhaustive list of all Chargeback reasons: (1) You do not issue a refund to a Customer upon the return or non - delivery of goods or services; (2) An authorization/approval code was required and not obtained; (3) The Transaction was fraudulent; INTERNAL PAYMENfECH USE Merchant Name: City of Augusta Rev 3 Page 1 of 063576 3 Paymentech Contract No. 0635757 6 (4) The Customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set -ofd defense or counterclaim; or (5) The Customer refuses to make payment for a Card sale because in the Customer's good faith opinion, a claim or complaint has not been resolved, or has been resolved by you but in an unsatisfactory manner. 4. Data Security and Privacy • By signing below, you represent to us that you do not have access to any Card Information (such as the Customer's primary account number, expiration date, security code or personal identification number) and you will not request access to such Card Information from Invoice Cloud, Inc.. In the event that you do happen to receive Card Information in connection with the processing services provided by Invoice Cloud, Inc. or Paymentech under these guidelines, you agree that you will not use it for any fraudulent purpose or in violation of any Payment Brands or applicable law and you will comply with all applicable Payment Brand Rules and Security Standards. If at any time you believe that Card Information has been compromised, you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance with all Security Standards that are applicable to you and which may be published from time to time by the Payment Brands. If any Payment Brand requires an audit of you due to a data security compromise event or suspected event, you agree to cooperate with such audit. You may not use any Card Information other than for the sole purpose of completing the Transaction authorized by the Customer for which the information was provided to you, or as specifically allowed by Payment Brand Rules, or required by law. In the event of your failure, including bankruptcy, insolvency or other suspension of business operations, you shall not sell, transfer or disclose any materials that contain Transaction information or Card Information to third parties. S. Fundine Schedule • In order to receive funds from Paymentech, you must maintain one or more bank account(s) at a bank that is a member of the Automated Clearing House ( "ACH") system and the Federal Reserve wire system (the "Bank Account "). You must designate at least one Bank Account for the deposit and settlement of funds and the debit of any fees and costs associated with Paymentech's processing of the Transactions (all such designated Bank Accounts shall be collectively referred to herein as the "Settlement Account "). You authorize Paymentech to initiate electronic credit and debit entries and adjustments to your Settlement Account in accordance with this Section 5. We will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including but not limited to delays or errors by the Payment Brands or your bank. • Unless otherwise agreed to by the parties, the proceeds payable to the Settlement Account shall be equal to the amounts received by us in respect of your Card transactions less all Chargebacks, Customer refunds and other applicable charges. Such amounts will be paid into the Settlement Account promptly following our receipt of the funds. If the proceeds payable to the Settlement Account do not represent sufficient credits, or the Settlement Account does not have a sufficient balance to pay amounts due from you under these guidelines, we may pursue one or more of the following options: (i) demand and receive immediate payment for such amounts; (ii) debit a Bank Account for the amount of the negative balance; (iii) withhold settlement payments to the Settlement Account until all amounts are paid, (iv) delay presentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance; and (v) pursue any remedies we may have at law or in equity. • Unless and until we receive written instructions from you to the contrary, all amounts payable by Paymentech to you will be deposited in the Settlement Account designated and authorized by you as set forth below: Name of Bank: GA BANK & TRUST CO OF AUGUSTA ABA No.: 061104314 Account No.: 201002868 Account Name: Augusta (Rich Cty) Consolidated Gov Reference: INTERNAL PAYMENTECH USE Page 2 of 3 Rev 01/14 Merchant Name: City of Augusta P � Paymentech Contract No. 063576 6. Definitions "Application" is a statement of your financial condition, a description of the characteristics of your business or organization, and related information you have previously or concurrently submitted to us, including credit and financial information. "Card" is an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts. "Chargeback" is a reversal of a Transaction you previously presented to Paymentech pursuant to Payment Brand Rules. "Customer" is the person or entity to whom a Card is issued or who is otherwise authorized to use a Payment Instrument. "Member" is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Payment Brand. Your acceptance of Payment Brand products is extended by the Member. "Payment Brand" is any payment method provider whose payment method is accepted by Paymentech for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council. "Payment Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the Payment Brands. "Card Information" is information related to a Customer or the Customer's Card, that is obtained by you or Invoice Cloud, Inc. from the Customer's Card, or from the Customer in connection with his or her use of a Card (for example a security code, a PIN number, or the customer's zip code when provided as part of an address verification system). Without limiting the foregoing, such information may include a the Card account number and expiration date, the Customer's name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored thereon. "Paymentech ", "we ", "our ", and "us" is Paymentech, LLC, a Delaware limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254. "Security Standards" are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards ( "PCI DSS "), Visa's Cardholder Information Security Program ( "CISP "), Discover's Information Security & Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ( "SDP "), Visa's Payment Application Best Practices ( "PABP "), the Payment Card Industry's Payment Application Data Security Standard ( "PA DSS "), MasterCard's POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in each case as they may be amended from time to time. "Transaction" is a transaction conducted between a Customer and you utilizing a Card in which consideration is exchanged between the Customer and you. Please acknowledge your receipt of these instructions and guidelines and your agreement to comply therewith. Agreed and Accepted by: Agreed and Accepted by: City of Augusta PAYMENTECH, LLC for itself and on behalf of MERCHANT LEGAL NAME (Print or Type) JPMORGAN CHASE BANK, N.A. Addre s (P oor T�e �f' By: By (authorized signature) Print Name: David Miller By, Name, Title (Print or Type) Title: Managing Director of Credit 1( ( 6(if Date Date: Address: 4 Northeastern Boulevard, Salem, NH 03079 INTERNAL PAYMENrECH USE Rev 01/14 Merchant Name: City of Augusta Page 3 of 3 Paymentech Contract No. 063576 ' CONVENIENCE FEE TRANSACTION AMENDMENT TO FULL LIABILITY SUBMITTER PAYMENT INSTRUMENT PROCESSING AGREEMENT AND PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES MERCHANT NAME: City of Augusta SUBMITTER NAME: Invoice Cloud, Inc. This Convenience Fee Transaction Amendment shall, upon full execution by all parties hereto, modify (i) that certain Submitter Merchant Payment Processing Instructions and Guidelines (the "Processing Guidelines ") between Paymentech, LLC (hereinafter referred to as "Paymentech ", "we ", "our" or "us "), JPMorgan Chase Bank, N.A., a national banking association ( "Member "), and City of Augusta (hereinafter referred to as the "Merchant ") dated as of the date last signed below (the "Effective Date ") and (ii) that certain Full Liability Submitter Payment Instrument Processing Agreement (the " Submitter Agreement ") between Paymentech and Invoice Cloud, Inc. (hereinafter referred to as the "Submitter "), dated as of June 11, 2010, as amended. 1. APPLICABILITY OF AGREEMENT. Unless otherwise indicated in this Amendment, capitalized terms in this Amendment have the meanings set forth in the Processing Guidelines. The terms and conditions of this Amendment apply to all Convenience Fee Transactions processed pursuant to this Amendment. Unless expressly contradicted by this Amendment, all terms of the Processing Guidelines and the Submitter Agreement shall apply to the processing of Convenience Fee Transactions as defined herein. 2. DEFINITIONS. CONVENIENCE FEE TRANSACTION is a transaction representing a charge to a Customer's Card for the convenience of using the payment channel offered by Merchant and Submitter. 3. PROCESSING AND PAYMENT. Merchant and Submitter hereby agree that (i) all Convenience Fee Transactions will be submitted by Submitter to Paymentech under the Submitter Agreement, (ii) all Transactions will be submitted by Submitter on behalf of Merchant to Paymentech under the Processing Guidelines, (iii) all Paymentech processing fees, interchange and assessment fees, or other fees that may apply associated with the Convenience Fee Transaction shall be paid by Submitter, (iv) all Paymentech processing fees, interchange and assessment fees, or other fees that may apply associated with Transactions shall be paid by Submitter, (v) all Chargebacks (but not chargeback fees), returns and similar charges related to Transactions shall be paid by Merchant, (vi) all Chargebacks, Chargeback fees, funds transfer fees, returns and similar charges related to Convenience Fee Transactions shall be paid by Submitter, (vii) all funds transfer fees, Chargeback fees and similar charges related to Transactions shall be paid by Submitter (viii) settlement funding for Convenience Fee Transactions will be paid directly to a bank account designated by Submitter, and (ix) settlement funding for Transactions will be paid directly to a bank account designated by Merchant. Your signature on this Amendment that you return to us indicates your understanding and acceptance of its terms and incorporation by reference in the Processing Guidelines and the Submitter Agreement. Agreed and Accepted by: Agreed and Accepted by: City of Augusta o p . PAYMENTECH, LLC for itself and on behalf of MERCHANT LEGAL NAME (Print or Type) JPMORGAN CHASE BANK, N.A. Address (Print or Cam VII e By: By (authorized signature) Print Name: David Miller. Managing Director of Credit By, Name, Title t or ype) Date: 17 fvi( Date Address: 4 Northeastern Boulevard, Salem, NH 03079 Agreed and Accepted by: Invoice Cloud, Inc. SUBMITTER LEGAL NAME (Print or Type) 35 Braintree Hill Office Park, Braintree, MA 02184 Address (Print or Type) PEA -. By (authorized signature) Pc'.t r v t i e / E. kl By, Name, Title (Print or Type) l u ,a 3/1 y Date J Ki g ht/RPreb le /040210 INTERNAL PAYMENTECH USE Merchant Name: City of Augusta Page 1 of 1 Paymentech Contract No.: 063576 nuiw1m n CHASE r E Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant_Services@ChasePaymentech.com Paymentech Addendum for Application for Credit Card Processing Service Agreement/New Division Request Date: 8/28/14 Company ID #: Projected Live Date: 12/28/14 SECTION 1: COMPANY /CONTACT INFORMATION Company Legal Name: Invoice Cloud, Inc Company Taxpayer ID #: 26 3972596 Contact Name: Robert Lapides Phone #: (781) 848 -3733 EXT 223 Fax #: 877- 256 -8330 Email Address: blapides@invoicecloud.com p @invoicecloud.com Transactions processed for this new set up request belong to: Merchant whose company legal name is represented above... OR An Additional Company whose legal name is: City of Augusta and is a ❑ wholly -owned ❑ partially owned ® affiliate ❑ registered DBA or ❑ Other (explain: ) of the merchant noted above. On behalf of Invoice Cloud Inc (Company Legal Name) 1, Robert Lapides EVP (Print Name) (Title) verify that the account set -up information is accurate, that 1 have the authority to make such a request and thus, it should be used to set up an additional account for our company. SECTION 2: BUSINESS UNIT (if different from division name) Parent Business Unit (up to 30 bytes) Parent Bus.Unit # Name (if applicable): (if applicable): Business Unit Name: City of Augusta (up to 30 bytes) Business Unit #: SECTION 3: FUNDING (if new banking see section 9) If funds should be deposited to an existing bank account please complete the following: If USD or CAD, will funds be deposited into your existing Bank Account set up with Chase Paymentech? ❑ Yes or ❑No If yes, Bank Account # (Section 9 does not need to be completed) If funds should be deposited to an existing funds transfer instruction please complete the following: If USD or CAD, will this division utilize an existing Funds Transfer Instruction (FTI)?[] Yes or ❑No If no, a new F77 will be created. If yes, provide FTI # (Section 9 does not need to be completed) Rev11 /18/10 1 NewDivisionSetup /cboo CHASE 0 Merchant Services • 4 Northeastern Boulevard, Salem, NI-I 03079 -1952 • www.chasepaymentech.com • Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant Services @ChasePaymentech.com Paymentech SECTION 4: 1099K CONTACT INFORMATION (W required if new US entity and/Or taxpayer ID, W - 8 required for Canadian entities) Transaction Division's Taxpayer ID # /No. 58- 2204274 Same as Corporate Yes ❑ No El 1099K Contact Name Deke S. Copenhaver 1099K Contact email address : dcopenhaver@augustaga.g ov This is the contact that will receive the 1099K mailing to the address listed on the W -9 supplied (only required if different than Corporate) SECTION 4a: TRANSACTION DIVISION Division Name: City of Augusta - Utility (up to 30 bytes - this will appear on your Financial Reports) Currency (list only 1 each per division): Presentment: US Settlement: US *** If using our Cross Currency Product — please provide both the Presentment and the Settlement Currencies • The following field appears on the customer's statement and identifies the merchant name for the consumer and credit card organizations. To further aid consumer recognition, Visa has sanctioned the abbreviation of the merchant name. It must be separated from product information by an asterisk ( *), which must appear in the 4th, 8th or 13th position. The asterisk cannot be used for Retail Merchants. Internet service providers, e- commerce merchants may utilize a URL instead of Customer Service Phone if not processing any Mail -order transactions (URL must only be 13 bytes) Cardholder Descriptor (For all card types with the exception of American Express): C i t y o f A u g us t a G A (22 bytes) Customer Service Phone #: (Required for Mail Order or Recurring) 7 0 6 - 3 1 2 - 4 1 2 4 (13 bytes) City: (Required for Retail) (13 bytes) URL: (optional, if phone# provided above) (13 bytes) Division Location Address: 530 Green Street Country: USA (Must be a street address, PO Boxes not acceptable) City: Augusta State /Prov: G A Zip Code (US): 3 0 9 0 1 (For Retail -City above must match City Location) Postal Code (Intl): ( Postal Code (Can): (6 bytes) (State/Province and PostaUZip codes must match the address given above) Product/Service Description (Enter product description, i.e. clothing, U t i I i t books, membership) y Publication Descriptor (Please provide only if required by your submitter): Avg. Trans. $ Amt: $65 Avg. # Trans./Yr: 84000 Projected Refund % 10 BPS -low do you market this product? (Check only those that apply to this division) ] Catalog ❑ Direct Mail ® Internet ❑ Space Ad ❑ TV ❑ Outbound Telemarketing ❑ Other -low will consumers provide credit card information to you when they order this product? (Select only one): ] Retail ❑ Mail /Phone(Marketing Material Required) ® Internet(Piease provide your URL): http : // www•invoicecloud.com /august aga rInternet is selected and the website is not yet available to consumers please complete a Marketing Material Supplement form which you may obtain om Merchant Services or your account executive. f Internet, please advise: Select one: ® SSL ❑ SET ❑ No encryption method Vill the consumer be able to place their order and provide their credit card info (or electronic check info) trough this website? .1 Yes ❑ No > the web site secure, i.e., will the information that the consumer provides, such as their name and redit card number be encrypted so that it can't be read or intercepted by other people? ®Yes ❑No laximum Sale $125k ransaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) laximum Refund $125k ransaction Amount: (Default $25,000 U.S. dollars or established international currency equivalent per transaction) Ipproval will be required for any temporary or permanent increases to this ceiling limit). lease check the consumer's payment option for this division: (Select only one): 1Single payment ❑Installment payments ['Deferred payments ❑Recurring (transactions managed by merchant/submitter) Rev11/18/10 2 NewDivisionSetup /cboo CHAS E d i Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com p ymentech.com • ����� Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant Services@ChasePaymentech.com SECTION 4: TRANSACTION DIVISION (continued) Please check below if applicable: Bill Payment (A Bill Payment transaction is a transaction for an ongoing service/billing cycle that is known and agreed upon in advance by the merchant and cardholder. i.e. Membership or Insurance, etc.) Do you stock product? ❑ Yes ►1 No Do you provide custom orders at time of sale? ❑ Yes ® No Do you own the product at the time of sale? ® Yes ❑ No Do you drop ship the product? ❑ Yes ® No If yes, what %: Are you filling your own merchandise orders? ® Yes ❑ No If no, who is your fulfillment service bureau? Fulfillment Contact: Phone # : SECTION 5: CHARGEBAGK CONTACT: (required) IQA (Manager /supervisor- one who assigns work to MCAs) (Required for retail and Discover) MRQA (Manager /supervisor - one who assigns work to MRAs) NOTE: This contact may receive any exception documents that may need to be mailed or faxed, if not participating in Chargeback Management this will be the default contact for Charqeback Mailing (second contact will not be required) Location: ❑ Merchant Submitter ❑ Fulfillment (check one) If Submitter /Fulfillment, Name: ® Mr. ❑ Mrs. ❑ Ms. First Name: John Last Name: Morabito Title: CTO Phone #: 703 -825 -3525 Ext: Fax #: 877 - 256 -8330 Alternate Fax #: Email Address: jmorabito @invoicecloud.com Address: 1815 Beulah Rd City: Vienna State /Prov: VA Zip /Postal Code: 22182 Country: USA Will this contact require access to: Transaction History ❑ Report Center ❑ both ® ? Account Masking for this contact? ® Yes ❑ NO Does this contact have a Paymentech Online User ID? ❑Yes No If yes, provide User ID: CHARGEBACK_CONTACT: (required) MCA (Merchant Chargeback Analyst - one who works the chargeback's) (Required for retail and Discover) MA ((Merchant Retrieval Analyst- one who works the retrievals) Same as above (check here if the MCA/MRA Contact is the same as the IQA/MRQA contact) Location: ❑ Merchant ❑ Submitter ❑ Fulfillment (check one) If Submitter /Fulfillment, Name: ❑ Mr. ❑ Mrs. ❑ Ms. First Name: Last Name: Title: Phone #: Ext: Fax #: Altemate Fax #: Email Address: Address: City: State /Prov: Zip /Postal Code: Country: Will this contact require access to: Transaction History ❑ Report Center ❑ both ❑ ? Account Masking for this contact? ❑ Yes ❑ No Does this contact have a Paymentech Online User ID? [Yes ❑No If yes, provide User ID: Rev11 /18/10 3 NewDivisionSetup /cboo CHAS E Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • Paymentech Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant _Services @ChasePaymentech.com SECTION 6: PRODUCTS & SERVICES Please i nd i cate i f you w be us any of the follow additional serv Please note that some of these serv May require an additional contract addendum and /or information if you currently do not have the service. (For information on these services, please contact your Chase Paymentech Relationship Manager) 1. ❑ Authorization Recycling # of recycle attempts: (Default is 3 if left blank) # of days between attempts: (Default is 3 if left blank) Output Options: ❑ Total (recommended) ❑ Standard 2. ❑ MC /IM SecureCode ❑ UKDM SecureCode 3. ❑ Account Updater (US Only, Canada & UK Only): ❑Submitting or ❑Extracting (if extracting Indicate # of Days: (1 - 180 days) (if Orbital Gateway For UK- Account Updater Visa EU Merchant ID required SECTION 7: METHODS OF PAYMENT /1 Visa ® MasterCard ❑ JCB (US & Yen only) ❑ UK Maestro /Switch Solo (UK domicile and GBR currency only) (As a default Discover will be set up except for those merchants that are retained by Discover, or do not have a company location address in the United States. As a default Discover Diners added whenever Visa and MC are added.) ❑ Discover Canada (CAD only) ❑ Discover Diners Canada (CAD only) ❑ Private Label vendor: Private Label attributes Please supply attributes for Private Label Vendor (Please work with your Vendor to obtain these attributes — for example — HRS Household — Please provide Credit Plan #) Discover (conveyed only) (US only) SE# I (15 bytes) ❑ American Express(conveyed) SE# 1 1 (10 bytes) As a rule: (US SE should begin with °1 -8'; Intemational SE should begin with a 9" Canadian SE should begin with a 93', International SE valid on some cross currency divisions dependent on presentment currency) AMEX Parameter Information Cardholder Descriptor: (Appears on your American Express cardholder statement )(All other card types use descriptor in Section 4) 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 I 1 1 1 I (20 bytes) TAA #1: (22 bytes) TAA #2: (22 bytes) TAA #3: (22 bytes) TAA #4: (22 bytes) Do you support American Express Partial Auths? American Express - Yes ❑ No ❑ For American Express Only, if yes — please select the following applicable option: Auth and Balance Return ❑ Partial Auth ❑ Both ❑ How have you been classified as a merchant by American Express ?: (please select one) Aggregator ❑ Petroleum ❑ or Neither ❑ ® Electronic Check Processing Parameter (US and Canadian only) Company Name: ' G i l I t I Y 1 I° I f 1 [AJ u I g I u I s it la I I (16 bytes) Item Description: I U I t I i 1 1 It 1Y I I 1 I (10 bytes) Preferred Delivery Method: (select only one) 0 Best Possible (US only) ❑ Facsimile Draft (US only) ❑ ACH /EFT (US & Canada) Redeposit Parameter? ❑ Yes ►.1 No Indicate # of Days: 0 The default is "1" How do you obtain authorization from consumers? (Select only one) ❑ Written consent ❑ Telephone ❑ Internet ECP Maximum Sale (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) ECP Maximum Refund (If blank, these amounts will default to match the Bank Card Transaction Amounts. Enter an amount Transaction Amount: here only if the Maximum Sale and Refund amounts for ECP should be different than Bank Card) Approval will be required for any temporary or permanent increases to this ceiling limit). Rev11/18/10 4 NewDivisionSetup /cboo CHASE d Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant_Services@ChasePaymentech.com Paymentech 1 SECTION 7: METHODS OF PAYMENT (continued) ❑ PINIess Debit (Not applicable for retail merchants) Please select the network vendors that you have approval from: NYCE ❑ STAR ❑ Pulse ❑ Accel ❑ ❑ PIN Based Debit (Applicable to retail merchants only) PIN BASED DEBIT Requires a PIN Pad — please complete section 8, item #4, entitled "Will you be using a Point -of -Sale terminal (US and Canada only) or Point -of -Sale software ?" If checked above, this division will be setup for the following network vendors with the exception of EBT: (Pulse, NYCE, STAR, Interlink, Maestro, ACCEL, Alaska Options, Jeanie, AFFN, CU24) EBT required: Yes ❑ or No ❑ ? FCS# required if processing food stamp transactions: ❑ Gift Card (US. only) ❑ Bill Me Later payment option (US only) ❑ European Direct Debit For EURO Only: (Valid only for Euro currency divisions) Descriptor (16 bytes) Default will be the first 16 characters of your Cardholder Descriptor unless otherwise noted Please select country(s) in which you will offer Direct Debit: AT (Austria) ❑ BE (Belgium) ❑ DE (Germany) ❑ NL (Netherlands) ❑ FR (France) ❑ For GBP only: (Valid only for GBP currency divisions) Descriptor (7 bytes) Default will be the first 7 characters of your Cardholder Descriptor unless otherwise noted Country: UK Redeposit Parameter? ❑ No ❑ Yes Indicate # of days: The default is "1" ❑ PayPal (Valid for US currency only) Payer Email Address: (32 character limit) (must be a unique email address belonging to the merchants business and must be working at the time of account creation. Note: No two accounts or divisions can share the same Payer email address.) Customer Service Email Address: (127 character limit) Primary Contact Name: Phone: Email: Descriptor: (P A YIP AILI* 1 1 1 1 (18 bytes) Business Name: Customer Service Phone# (Optional) (75 character limit and must not contain the following characters &, <, and >.) Sales Venue: ❑ eBay ❑ Other Marketplace ❑ My own Website(include http:) ❑ Other Avg.Transaction Price: $ Avg. Trans/Yr: Percent of Annual revenue from online sales: Authentication Method: (the method by which you (the merchant) will authenticate your customer with PayPal - you must choose only one) PayPal Direct ❑ Cardinal Commerce Centinel ❑ (if Cardinal Commerce is involved, please complete the following): Are you using Ecometry or CommercialWare Software to facilitate your Paypal Integration? Yes ❑ No ❑ Time Zone (based on merchant's location) : SSL Security: (check one) HTTP ❑ or HTTPS ❑ Tech Contact Name: Phone: Email Address: Rev11 /18/10 5 NewDivisionSetup /cboo CHASE ��` �`�' �� Merchant Services • 4 Northeastem Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • Paymentech Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant_Services@Chasepaymentech.com SECTION 8: PROCESSING METHOD Who will be submitting transactions to Chase Paymentech? ® Merchant ❑ Other Co. Name: Invoice cloud (i.e. fulfillment co. or ECommerce provider) If known, please provide the Presenter ID # (PID): or Submitter # (SU): ❑ 1. Will you be submitting transactions from a computer system? What is the name of the manufacturer and model of your computer platform? What is the name of the manufacturer and model of your modem? ❑ Internal ❑ External Will you be coding to Chase Paymentech specifications? ❑ Yes 1/ No Will you use NetConnect Batch for Connectivity? ❑ Yes ® No Will you use NetConnect for connectivity for online authorization only? ❑ Yes ® No If yes, NetConnect Contact Name: Email: Userld (if existing): Phone: If applicable, name the software vendor and application you will be using to format your files: ❑ 2. Will you be using the Orbital Payment Gateway? *If this is the first division using the Orbital Payment Gateway, please contact your Relationship Manager Primary Contact *: John Morabito UserlD (if existing) Address: 1815 Beulah Rd City: Vienna State: VA Zip /Postal Code: 22182 Country: USA Phone: 703 -825 -3525 Email (required): jorabito©invoicecloud.com *Primary contact must be the merchant contact for security needs. Auto -Settle Time: none ❑ AM Or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: NA Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) Profile Management required? DYes or No Level of access: ❑ Merchant or ❑ Chain (select one, default is Merchant) VT Import Functionality? ❑ Yes ❑ No truth Recycling? ❑ Yes ❑ No # of Recycle Attempts: (Default is 3) # of Days between attempts: ] 3. Will you be using: ❑ Paypal/Verisign ❑ CyberSource 4. Will you be using the iTerminal? (retail divisions only) 'rimary Contact *: UserlD (if existing) \ddress: %ity: State: Zip /Postal Code: Country: 'hone: Email (required): Primary contact must be the merchant contact for security needs. ■to -Settle Time ❑ AM or ❑ PM To meet 10 ET Host window, this should be set no later than 8pm to allow Gateway to settle. Merchant Time Zone: Note: The Auto -Settle time is based in the merchant time zone. (US time zones only) llagtek Reader Needed? ❑Yes ❑No If Debit, PinPad Needed? ['Yes ❑No If Yes, NBS71000 or Verifone SC50000 f Yes, Magtek Readers are purchase only) (iTerminal is only certified to utilize the above PinPads and are purchase only) Rev11/18/10 6 New Division /cboo 'CHASE � � ' Merchant Services • 4 Northeastem Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • Paymentech Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant Services @ChasePaymentech.com SECTION 8 PROCESSING METHODjcontinued) ❑ 5. Will you be using a Point -of -sale terminal (US & Canada only) or Point -of -Sale software? Point of Sales Software: POS /Software Name: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ (If NetConnect see requirements below) If NetConnect: Where is your software hosted /configured? Corporate location❑ or Division location❑ NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity ?(fore /N BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection - Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below : ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Equipment/Terminals: Will you ❑ Purchase? ❑ Rent? (US Only) If purchase or rent, date needed by: ❑ Use existing equipment? ❑ Yes ❑ No Terminal quantity? Printer quantity? Terminal /Equipment Type: Printer Type: Host Capture ❑ Terminal Capture ❑ Connectivity: Dial ❑ NetConnect ❑ Wireless ❑ (If NetConnect see requirement below) NetConnect Contact Name: Email address: Userld if existing: Phone: PIN Pad Type and quantity? (for PIN BASE DEBIT Only) Quantity: Is PIN Pad Existing ❑ or PIN Pad Purchase Needed❑ Injection - Will you be using the Chase Paymentech Encryption Key ❑ or you do own your own Encryption Key? ❑ Who will be injecting the Encryption Key into your PIN Pad? Please select one below: ❑ Chase Paymentech Solutions ❑ Other Vendor Name: Store Phone #: Terminal Line Phone #: Dial Out Prefix (9,8,5): Customer Service Phone # (if different then Store Phone #) Equipment/Kits /Imprinters Ship To Address (if different than store location) Please ensure a contact will be available to accept shipment: Attention t0: Default will be Store Manager Street Address: City: State /Prov: Zip /Postal Code: Country: Ship to contact's phone#: Ship to contact's email: Store Opening Date: Special Requirements: Do you require a "re- program" kit? (overlay, quick reference guide, etc.) Yes❑ No❑ Do you require an Imprinter? ['Yes ❑No Type of Imprinter required: With Dater ❑ or Without Dater ❑ Do you require an Imprinter Plate? ❑Yes ❑No Do you require a Welcome Kit? (this includes sales drafts, credit drafts, etc) Yes❑ No0 Rev11/18/10 7 New Division /cboo CH145 E fr ®� Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • ®& Phone: (603) 896 -6000 • • Fax: (603) 896 -8715 • • Merchant Services @ChasePaymentech.com Note: When setting up multiple bank accounts, please complete a separate form for each. SECTION 9 BANK ACCOUNT INFORMATION Check only one _ Settlement Currency in which we , Deposit Complete all sections of the 7 options wilt fund to you (Country where your Bank Acct listed: below Resides) Option #1 ® USD USA A, E (See section A Note section) Option #2 ❑ CAD CAN B1 to B3, E Option #3 ❑ USD CAN B1 to B3, D3, D4, E Option #4 ❑ USD Int'I C1 to C3, D1, D3, D4, E (list country funds are being deposited in) Option #5 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ Euro Bank or SAME as C1 and /or C2, C3, E HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, presentment/settlement currency ❑NZD, OZAR Option # 6 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ If DIFFERENT than Settlement C1 and /or C2, C3, D1 HKD, ❑DKK, ❑CHF, ❑NOK, ❑SEK, Currency and /or D2, D4, E ❑NZD, ❑ZAR, ❑USD Int'I (list country funds are being deposited in) Option #7 ❑ ❑Euro, ❑GBP, ❑ JPY, ❑AUD, ❑ CAN B1 to B3, D1, D4, E HKD, ODKK, ❑CHF, ❑NOK, ❑SEK, ❑ NZD, ❑ZAR Section A: US BANK ACCOUNT INFORMATION (select only one method of transfer) ACH Transfer 0 6 1 1 0 4 3 1 4 (ABA #) ❑ Wire Transfer (See Note) (Fedwire#/Routing #) ❑ Swift Transfer (See Note) (Swift Code: (8 to 11 bytes) Please Note: Swift code is required if your division is located outside of the US or Canada and is settling funds in USD. Wine transfer requires both ACH ABA# and Fedwire#/Routing#. Special Wire Instructions: (60 bytes) I Bank Account #: 201002868 Company Name: (As appears on Bank Account) City of Augusta Financial Institution Name: GA BANK & TRUST CO OF AUGUSTA City: Augusta State: Ga Zip /Postal Code: 30909 Country: United States ® Checking OR ❑ Savings Section B CANADIAN BANK ACCOUNT INFORMATION: Transfer Method EFT Only B1 Institution Number: EFT Branch Transit Number: B2 Swift Code: (8 to 11 bytes) (required if settlement is USD) B3 Bank Account # Company Name: (As appears on Bank Account) Financial Institution Name: City: Province: Postal Code: Country: Canada ❑ Checking OR ❑ Savings Rev11/18/10 8 New Division/cboo 0 Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • Paymentech Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant _Services @ChasePaymentech.com Section C: FINAL DESTINATION BANK Account Where Your Funds are Deposited C1 Swift Code: (8 to 11 bytes) C2 Sort Code: (Required in Great Britain Only) C3 IBAN /Bank Account # Company Name: (As appears on Bank account) Financial Institution Name: City: State /Province Postal Code: Country: Special Wire Instructions: (60 bytes) Section D: INTERMEDIARY /CLEARING BANK ACCOUNT INFORMATION Note: For lnt'l Deposits going through J.P. Morgan Chase in London, - Intermediary is not required. Corn ete Section 'C" only D1 Swift Code: (8 to 11 bytes) D2 Sort Code: (Required in Great Britain Only) D3 Wire Transfer: (USA Only) (Routing #) D4 Financial Institution Name: City: State /Province Postal Code/Zip: Country: Special Wire Instructions: (60 bytes) Section E: Signature "On behalf of City of Augusta I, Deke S. Copenhaver , represent and warrant (Merchant Legal Name) (Print Name) that I have the authority to add banking information and I verify that the above banking information is accurate and should be used to transfer funds accordingly." -1 9 --�_ Mayor t t (al* Authorized Signature* Title Date (*Must be signed by Executive or Financial Contact) Note: In order to process this request, please attach an original voided check (starter check or bank statements not applicable) or a bank letter of verification. ATTACH VOIDED CHECK HERE Rev11/18110 9 New Division /cboo CHASE Merchant Services • 4 Northeastern Boulevard, Salem, NH 03079 -1952 • www.chasepaymentech.com • Paymentech Phone: (603) 896 -6000 • Fax: (603) 896 -8715 • Merchant Services @ChasePaymentech.com SECTION 10 REPORT CENTER AND TRANSACTION HISTORY ACCESS FORM 1. Please be sure to include the information below for additional contact that requires access to Transaction History and/or Paymentech Online Report Center. 2. Report delivery will be web based via Paymentech Online. 3. Please note: You, the merchant, are responsible for advising Chase Paymentech of changes in Paymentech Online contacts. Chase Paymentech assumes no responsibility or liability of any kind for Merchant's failure to advise Chase Paymentech of changes to or elimination of Paymentech Online Users. Please be sure to complete all fields below. Salutation: Check one: ►�/ Mr. ❑ Ms. ❑ Mrs. Name: Robert Lapides Title: EVP Phone #: 781 - 848 -3733 Fax #: 877 - 256 -8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State /Prov: MA Zip /Postal Code: 02184 Count ry: USA Email Address: (40 bytes) blapides @invoicecloud.com (usemame@domain. com) Does this contact have a Paymentech Online User ID? ❑ Yes ® No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? Salutation: Check one: ❑ Mr. ® Ms. ❑ Mrs. Name: Deborah Bowler Title: VP of Operations Phone #: 781 - 848 -3733 Fax #: 877 - 256 -8330 Address: 35 Braintree Hill Office Park, Suite 100 City: Braintree State /Prov: MA Zip /Postal Code: 02184 Country: USA Email Address: (40 bytes) dbowler @invoicecloud.com (usemame@domain.com) Does this contact have a Paymentech Online User ID? ❑ Yes ❑ No If yes, please provide User ID: Does this User require access to: ❑ Reporting ❑ Transaction History ® Both Account Masking ® Yes ❑ No For existing merchants — Is this User replacing an individual with Paymentech Online Access? ❑ Yes ❑ No If yes, who? Has this individual left the company? ❑ Yes ❑ No For existing merchants — Is this User's access to be mirrored like another User Paymentech Online Access? ❑ Yes ❑ No If yes, who? For additional Users, please submit additional forms. I, Robert Lapides , EVP verify that the (Print Name) (Title)* contact information is accurate, that I have the authority to make such a request and thus it should be used to grant access for these contacts to access Transaction History and /or the Report nter. ,d- Signature: -/ qtr, �, * (must be signed by Executive or Financial Contact) Rev11/18/10 10 New Division/cboo • Form W-9 Request for Taxpayer Give Form to the (Rev. August 2013) Identification Number and Certification r equest er. Do not Department of the Treasury send to th IRS. Internal Revenue Service Name (as shown on your income tax retum) City of Augusta Business name /disregarded entity name, if different from above rn Check appropriate box for federal tax classification: Exemptions (see instructions): c o ❑ Individual /sole rietor ro c p p ' ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate 0. o Exempt payee code (if any) 0 ❑ Limited liability company. Enter the tax classification (C =C corporation, S=S corporation, P= partnership) ► Exemption from FATCA reporting c C code (if any) 12 Other (see instructions) ► Government FE 0 Address (number, street, and apt. or suite no.) Requester's name and address (optional) to 530 Green Street m City, state, and ZIP code m CO Augusta, GA, 30901 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your 11N in the appropriate box. The TIN provided must match the name given on the "Name" line I Social security number to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part 1 instructions on page 3. For other — — entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose I Employer identification number number to enter. - 5 8- 2 2 0 4 2 7 4 Part 11 Certification Under penalties of perjury, 1 certify that: 1. The number shown on this form is my correct taxpayer identification number (or 1 am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that 1 am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instruct • ns on page 3. Si n signature of I I 0 '4 I t - Date ► ( ( ( !� G - - ral Instructions withholding tax on foreign partners' share of effectively connected income, and Section references are to the Internal Revenue Code unless otherwise noted. 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Future developments. The IRS has created a page on IRS.gov for information Note. If ou are a U.S. about Form W -9, at www.irs.gov /w9. Information about any future developments y person , you must a requester gives you form if is sub s ta n ally affecting Form W -9 (such as legislation s imi to W request your 11N, you must use the requester's form rf ft is substantially 9 ( egislation enacted after we release it) will be posted similar to this Form W -9. on that page. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. Purpose of Form person if you are: A person who is required to file an information retum with the IRS must obtain your • individual who is a U.S. citizen or U.S. resident alien, rm correct taxpayer identification number (TIN) to report, for example, income paid to • A partnership, corporation, company, or association created or organized in the you, payments made to you in settlement of payment card and third party network United States or under the laws of the United States, transactions, real estate transactions, mortgage interest you paid, acquisition or • An estate (other than a foreign estate), or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. • A domestic trust (as defined in Regulations section 301.7701 -7). Use Form W -9 only if you are a U.S. person (including a resident alien), to Special rules for partnerships. Partnerships that conduct a trade or business in provide your correct TIN to the person requesting it (the requester) and, when the United States are generally required to pay a withholding tax under section applicable, to: 1446 on any foreign partners' share of effectively connected taxable income from 1. Certify that the TIN you are giving is correct (or you are waiting for a number such business. Further, in certain cases where a Form W -9 has not been received, to be issued), the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a 2. Certify that you are not subject to backup withholding, or U.S. person that is a partner in a partnership conducting a trade or business in the 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If United States, provide Form W -9 to the partnership to establish your U.S. status applicable, you are also certifying that as a U.S. person, your allocable share of and avoid section 1446 withholding on your share of partnership income. any partnership income from a U.S. trade or business is not subject to the Cat. No. 10231X Form W-9 (Rev. 8 -2013) Form W -9 (Rev. 8 -2013) Page 2 In the cases below, the following person must give Form W -9 to the partnership Updating Your Information for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business You must provide updated information to any person to whom you claimed to be in the United States: an exempt payee if you are no longer an exempt payee and anticipate receiving • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the reportable payments in the future from this person. For example, you may need to disregarded entity and not the entity, provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must fumish a new • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, Form W -9 if the name or TIN changes for the account, for example, if the grantor the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and of a grantor trust dies. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Penalties Foreign person. If you are a foreign person or the U.S. branch of a foreign bank Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are that has elected to be treated as a U.S. person, do not use Form W -9. Instead, use subject to a penalty of $50 for each such failure unless your failure is due to the appropriate Form W -8 or Form 8233 (see Publication 515, Withholding of Tax reasonable cause and not to willful neglect. on Nonresident Aliens and Foreign Entities). Civil penalty for false information with respect to withholding. If you make a Nonresident alien who becomes a resident alien. Generally, only a nonresident false statement with no reasonable basis that results in no backup withholding, alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on you are subject to a $500 penalty. certain types of income. However, most tax treaties contain a provision known as Criminal penally for falsifying information. Willfully falsifying certifications or a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee affirmations may subject you to criminal penalties including fines and/or has otherwise become a U.S. resident alien for tax purposes. imprisonment. If you are a U.S. resident alien who is relying on an exception contained in the Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, saving clause of a tax treaty to claim an exemption from U.S. tax on certain types the requester may be subject to civil and criminal penalties. of income, you must attach a statement to Form W -9 that specifies the following five items: Specific Instructions 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. Name 2. The treaty article addressing the income. If you are an individual, you must generally enter the name shown on your income 3. The article number (or location) in the tax treaty that contains the saving tax return. However, if you have changed your last name, for instance, due to clause and its exceptions. marriage without informing the Social Security Administration of the name change, 4. The type and amount of income that qualifies for the exemption from tax. enter your first name, the last name shown on your social security card, and your new last name. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty If the account is in joint names, list first, and then circle, the name of the person article. Example. Article 20 of the U.S. -China income tax treaty allows an exemption or entity whose number you entered in Part 1 of the form. from tax for scholarship income received by a Chinese student temporarily present Sole proprietor. Enter your individual name as shown on your income tax return in the United States. Under U.S. law, this student will become a resident alien for on the "Name" line. You may enter your business, trade, or "doing business as tax purposes if his or her stay in the United States exceeds 5 calendar years. (DBA)" name on the "Business name /disregarded entity name" line. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, Partnership, C Corporation, or S Corporation. Enter the entity's name on the 1984) allows the provisions of Article 20 to continue to apply even after the "Name" line and any business, trade, or "doing business as (DBA) name" on the Chinese student becomes a resident alien of the United States. A Chinese student "Business name/disregarded entity name" line. who qualifies for this exception (under paragraph 2 of the first protocol) and is Disregarded entity. from m For U.S. federal treated tax d purposes, a "disregarded an entity that is " disregarded See as relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W -9 a statement that includes the Regulation entity u ai separate from 7 owner is trued as a is name entity." See information described above to support that exemption. Regulation name 301 . 7 entity entered Enter the owner's should on the "Name" line. The name of the entity entered on the "Name" line should never r be a If you are a nonresident alien or a foreign entity, give the requester the disregarded entity. The name on the "Name" line must be the name shown on the appropriate completed Form W -8 or Form 8233. income tax return on which the income should be reported. For example, if a What is backup withholding? Persons making certain payments to you must foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes under certain conditions withhold and pay to the IRS a percentage of such has a single owner that is a U.S. person, the U.S. owner's name is required to be payments. This is called "backup withholding." Payments that may be subject to provided on the "Name" line. If the direct owner of the entity is also a disregarded backup withholding include interest, tax- exempt interest, dividends, broker and entity, enter the first owner that is not disregarded for federal tax purposes. Enter the barter exchange transactions, rents, royalties, nonemployee pay, payments made disregarded entity's name on the "Business name/disregarded entity name° line. It the owner of the disregarded entity is a foreign person, the owner must in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to complete an appropriate Form W -8 instead of a Form W -9. This is the case even if backup withholding. the foreign person has a U.S. TIN. You will not be subject to backup withholding on payments you receive if you Note. Check the appropriate box for the U.S. federal tax classification of the give the requester your correct TIN, make the proper certifications, and report all Person whose name is entered on the "Name" line (IndividuaVsole proprietor, Partnership, C Corporation, your taxable interest and dividends on your fax return. ration, S Corporation, Trust/estate). Limited Liability Company (LLC). If the person identified on the "Name" line is an Payments you receive will be subject to backup LLC, check the "Limited liability company" box only and enter the appropriate withholding if: code for the U.S. federal tax classification in the space provided. If you are an LLC 1. You do not fumish your TIN to the requester, that is treated as a partnership for U.S. federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be 2. You do not certify your TIN when required (see the Part II instructions on page taxed as a corporation, enter "C" for C corporation or "S" for S corporation, as 3 for details), appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701 -3 (except for employment and excise 3. The IRS tells the requester that you fumished an incorrect TIN, tax), do not check the LLC box unless the owner of the LLC (required to be 4. The IRS tells you that you are subject to backup withholding because you did identified on the "Name" line) is another LLC that is not disregarded for U.S. not report all your interest and dividends on your tax return (for reportable interest federal tax purposes. If the LLC is disregarded as an entity separate from its and dividends only), or owner, enter the appropriate tax classification of the owner identified on the 5. You do not certify to the requester that you are not subject to backup "Name" line. withholding under 4 above (for reportable interest and dividend accounts opened Other entities. Enter your business name as shown on required U.S. federal tax after 1983 only). documents on the "Name" line. This name should match the name shown on the Certain payees and payments are exempt from backup withholding. See Exempt charter or other legal document creating the entity. You may enter any business, payee code on page 3 and the separate Instructions for the Requester of Form trade, or DBA name on the "Business name /disregarded entity name" line. W -9 for more information. Also see Special rules for partnerships on page 1. Exemptions What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) If you are exempt from backup withholding and/or FATCA reporting, enter in the requires a participating foreign financial institution to report all United States Exemptions box, any code(s) that may apply to you. See Exempt payee code and account holders that are specified United States persons. Certain payees are Exemption from FATCA reporting code on page 3. exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W -9 for more information. Form W -9 (Rev. 8 -2013) Page 3 Exempt payee code. Generally, individuals (including sole proprietors) are not G —A real estate investment trust exempt from backup withholding. Corporations are exempt from backup H —A regulated investment company as defined in section 851 or an entity withholding for certain payments, such as interest and dividends. Corporations are registered at all times during the tax year under the Investment Company Act of not exempt from backup withholding for payments made in settlement of payment 1940 card or third party network transactions. Note. If you are exempt from backup withholding, I —A common trust fund as defined in section 584(a) Y p p g, you should still complete this form to avoid possible erroneous backup withholding. J —A bank as defined in section 581 The following codes identify payees that are exempt from backup withholding: K —A broker 1 —An organization exempt from tax under section 501(a), any IRA, or a L —A trust exempt from tax under section 664 or described in section 4947(a)(1) custodial account under section 403(b)(7) if the account satisfies the requirements M —A tax exempt trust under a section 403(b) plan or section 457(g) plan of section 401(0(2) 2 —The United States or any of its agencies or instrumentalities Part I. Taxpayer Identification Number (TIN) 3 —A state, the District of Columbia, a possession of the United States, or any of Enter your TIN in the appropriate box. If you are a resident alien and you do not their political subdivisions or instrumentalities have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer 4 —A foreign govemment or any of its political subdivisions, agencies, or identification number (ITIN). Enter it in the social security number box. If you do not instrumentalities have an ITIN, see How to get a 71N below. 5 —A corporation If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. 6 —A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States If you are a single member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or 7 —A futures commission merchant registered with the Commodity Futures EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is Trading Commission classified as a corporation or partnership, enter the entity's EIN. 8 —A real estate investment trust Note. See the chart on page 4 for further clarification of name and TIN 9 —An entity registered at all times during the tax year under the Investment combinations. Company Act of 1940 How to get a TIN. If you do not have a 11N, apply for one immediately. To apply 10 —A common trust fund operated by a bank under section 584(a) for an SSN, get Form SS -5, Application for a Social Security Card, from your local 11 —A financial institution Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1 -800- 772 -1213. Use Form W -7, Application for 12 —A middleman known in the investment community as a nominee or IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, custodian Application for Employer Identification Number, to apply for an EIN. You can apply 13 —A trust exempt from tax under section 664 or described in section 4947 for an EIN online by accessing the IRS website at www.irs.gov /businesses and The followi chart shows clicking on Employer Identification Number (EIN) under Starting a Business. You ng types of payments that may be exempt from backup can get Forms W -7 and SS -4 from the IRS by visiting IRS.gov or by calling 1-800 - withholding. The chart applies to the exempt payees listed above, 1 through 13. TAX -FORM (1 -800- 829 - 3676). IF the payment is for ... THEN the payment is exempt for ... If you are asked to complete Form W -9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made Interest and dividend payments All exempt payees except with respect to readily tradable instruments, generally you will have 60 days to get for 7 a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be Broker transactions Exempt payees 1 through 4 and 6 subject to backup withholding on all such payments until you provide your TIN to through 11 and all C corporations. S the requester. corporations must not enter an exempt Note. Entering "Applied For" means that you have already applied for a TIN or that payee code because they are exempt you intend to apply for one soon. only for sales of noncovered securities acquired prior to 2012. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W -8. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Part II. Certification Payments over $600 required to be Generally, exempt payees To establish to the withholding agent that you are a U.S. person, or resident alien, z sign Form W -9. You may be requested to sign by the withholding agent even if reported and direct sales over $5,000 1 through 5 items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign Payments made in settlement of Exempt payees 1 through 4 (when required). In the case of a disregarded entity, the person identified on the payment card or third party network "Name" line must sign. Exempt payees, see Exempt payee code earlier. transactions Signature requirements. Complete the certification as indicated in items 1 1 See Form 1099 -MISC, Miscellaneous Income, and its instructions. through 5 below. 'However, the following payments made to a corporation and reportable on Form 1. Interest, dividend, and barter exchange accounts opened before 1984 1099 -MISC are not exempt from backup withholding: medical and health care and broker accounts considered active during 1983. You must give your payments, attorneys' fees, gross proceeds paid to an attorney, and payments for correct TIN, but you do not have to sign the certification. services paid by a federal executive agency. 2. Interest, dividend, broker, and barter exchange accounts opened after Exemption from FATCA reporting code. The following codes identify payees 19 83 and broker accounts considered inactive during 1983. You must sign the that are exempt from reporting under FATCA. These codes apply to persons certification or backup withholding will apply. If you are subject to backup submitting this form for accounts maintained outside of the United States by withholding and you are merely providing your correct TIN to the requester, you certain foreign financial institutions. Therefore, if you are only submitting this to must cross out item 2 in the certification before signing the form. for an account you hold in the United States, you may leave this field blank. 3. Real estate transactions. You must sign the certification. You may cross out Consult with the person requesting this form if you are uncertain if the financial item 2 of the certification. institution is subject to these requirements. 4, Other payments. You must give your correct 11N, but you do not have to sign A —An organization exempt from tax under section 501(a) or any individual the certification unless you have been notified that you have previously given an retirement plan as defined in section 7701(a)(37) incorrect TIN. "Other payments" include payments made in the course of the B —The United States or any of its agencies or instrumentalities requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to C —A state, the District of Columbia, a possession of the United States, or any corporations), payments to a nonemployee for services, payments made in of their political subdivisions or instrumentalities settlement of payment card and third party network transactions, payments to D —A corporation the stock of which is regularly traded on one or more certain fishing boat crew members and fishermen, and gross proceeds paid to established securities markets, as described in Reg. section 1.1472- 1(c)(1)(i) attorneys (including payments to corporations). E —A corporation that is a member of the same expanded affiliated group as a 5. Mortgage interest paid by you, acquisition or abandonment of secured corporation described in Reg. section 1.1472- 1(c)(1)(0 property, cancellation of debt, qualified tuition program payments (under F —A dealer in securities, commodities, or derivative financial instruments section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and ension distributions. You must give your correct TIN, but you (including notional principal contracts, futures, forwards, and options) that is do not have to sig the certification. registered as such under the laws of the United States or any state Form W -9 (Rev. 8 -2013) Page 4 What Name and Number To Give the Requester Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. For this type of account Give name and SSN of 1. Individual The individual Secure Your Tax Records from Identity Theft 2. Two or more individuals Ooint The actual owner of the account or, Identity theft occurs when someone uses your personal information such as your account) if combined funds, the first name, social security number (SSN), or other identifying information, without your individual on the account' permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax retum using your SSN to receive a refund. 3. Custodian account of a minor The minor (Uniform Gift to Minors Act) To reduce your risk: 4. a. The usual revocable savings The grantor - trustee ' •Protect your SSN, trust (grantor is also trustee) • Ensure your employer is protecting your SSN, and b. So- called trust account that is The actual owner' • Be careful when choosing a tax preparer. not a legal or valid trust under state law If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS 5. Sole proprietorship or disregarded The owner notice or letter. entity owned by an individual 6. Grantor trust filing under Optional The grantor* If your tax records are not currently affected by identity theft but you think you Form 1099 Filing Method 1 (see are at risk due to a lost or stolen purse or wallet, questionable credit card activity F orm 10 99 Filing Method 1 (se )(i)(A)) or credit report, contact the IRS Identity Theft Hotline at 1- 800 - 908 -4490 or submit Form 14039. For this type of account Give name and EIN of: For more information, see Publication 4535, Identity Theft Prevention and Victim 7. Disregarded entity not owned by an The owner Assistance. individual Victims of identity theft who are experiencing economic harm or a system 8. A valid trust, estate, or pension trust Legal entity' problem, or are seeking help in resolving tax problems that have not been resolved 9. Corporation or LLC electing The corporation through normal channels, may be eligible for Taxpayer Advocate Service (TAS) corporate status on Form 8832 or assistance. You can reach TAS by calling the TAS toll -free case intake line at Form 2553 1- 877 -777 -4778 orTTY/TDD 1- 800 - 829 -4059. 10. Association, club, religious, The organization Protect yourself from suspicious emails or phishing schemes. Phishing is the charitable, educational, or other creation and use of email and websites designed to mimic legitimate business tax- exempt organization emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user 11. Partnership or multi- member LLC The partnership into surrendering private information that will be used for identity theft. 12. A broker or registered nominee The broker or nominee The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does 13. Account with the Department of The public entity not request personal detailed information through email or ask taxpayers for the Agriculture in the name of a public PIN numbers, passwords, or similar secret access information for their credit card, entity (such as a state or local bank, or other financial accounts. govemment, school district, or If you receive an unsolicited email claiming to be from the IRS, forward this prison) that receives agricultural message to phishing@irs.gov. You may also report misuse of the IRS name, logo, program payments or other IRS property to the Treasury Inspector General for Tax Administration at 14. Grantor trust filing under the Form The trust 1-800- 366 -4484. You can forward suspicious emails to the Federal Trade 1041 Filing Method or the Optional Commission at spam@uce.gov or contact them at www.ffc.gov /idtheft or 1-877 - Form 1099 Filing Method 2 (see IDTHEFT (1- 877 - 438 - 4338). Regulation section 1.671- 4(b)(2)(i)(B)) Visit IRS.gov to learn more about identity theft and how to reduce your risk. List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished. 2 Circle the minor's name and furnish the minor's SSN. 3 You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not fumish the T1N of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1. *Note. Grantor also must provide a Form W -9 to trustee of trust. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information retums with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information retums with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN wqle fax ct4, pay wage bst dividend, and certain other , payments hether or to not a payee you are who re d uired oes not to fi give a a TIN return. to the payer. Under se Certain ion 3 pen ers may must also appy generally for providing ithhold a faire percent or fraudulent of taxa informatile intereon.