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HomeMy WebLinkAboutFI13-170 - Original - Metavante Corporation - Paydirect: Online B&O Payment Processing - 04/17/2013 Records Management-, KENT Document WAS HI NOTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: FIS Global and Metavante Corporation Vendor Number: N/A ID Edwards Number Contract Number: �113- /7d This is assigned by City Clerk's Office Project Name: Online B&O Payment Processing Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: April 17, 2013 Termination Date: April 30, 2016 Contract Renewal Notice (Days): 90 Number of days required notice for termination or renewal or amendment Contract Manager: Robert Nachlinger Department: Finance Detail: i.e. address, location, parcel number tax idsetc.): Contract for B&O payment transaction processing and management. No contract cost to the city. _ S Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 �= Is PAYDIRECT SERVICES AGREEMENT This PayDirect Services Agreement (the "Agreement") is made as of April 17, 2013 (the "Effective Date"), and is by and between City of Kent a Washington municipal corporation located at 220 Fourth Avenue South of Kent, Washington 98032 ("Client") and Metavante Corporation, a Wisconsin corporation located at 601 Riverside Avenue, Jacksonville, Florida 32204 (together with its subsidiaries and affiliates, "Metavante") In consideration of the payments to be made and services to be performed hereunder, upon the terms and subject to the conditions set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows 1 Schedules and Exhibits All schedules and exhibits attached hereto are incorporated herein and deemed part of this Agreement As of the Effective Date, the parties acknowledge that this Agreement includes the following Schedules Products and Services Schedule(also referred to as "Pricing Attachment") 2 Term and Commencement Date Metavante shall provide to Client, and Client shall receive from Metavante, all upon the terms and conditions set forth in this Agreement, the Services specified in this Agreement The term of this Agreement shall commence on the Effective Date and end on the third (3`d) anniversary of the last day of the month in which the Commencement Date occurs (the "Initial Term") Upon expiration of the Initial Term, the Services shall automatically be renewed for successive three (3)-year periods (each a "Renewal Term") unless terminated by either party in writing at least ninety(90) days prior to the expiration of the Initial Term or the then-current Renewal Term 3 Additional Services Additional Services may be added from time to time by amending this Agreement in accordance with its terms IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf as of the date first above written METAVANTE CORPORATION CITY OF KENT 601 Riverside Avenue 220 Fourth Avenue South Jacksonville, Florida 32204 Kent,Washington 98032 J/I l ByVoi By Name Valan4 M. Wders Name !` AcNc�nlA1'sti Con:rac Title, Title Date Signed JUN 0 4 2013 Date Signed ENTITY ID 98935 PLID 198652/PayDirect/KA Page 1 of 12 r i s TERMS AND CONDITIONS 1 Introduction This PayDirect Services Agreement dated as of the Effective Date (as set forth on the signature page) describes the Services to be provided to Client Client engages Metavante to provide one or more of the following online, point-of-sale, and/or telephonic payment processing services ("Services") using Metavante's Software and systems ("System') as described in this Agreement for Client's credit card, debit card, electronic benefits transfer and/or electronic check transactions ("Transactions") throughout the Initial Term and any Renewal Terms Metavante Nil provide the Services to Client either directly or through one or more of its affiliated companies or subcontractors, in accordance with the corresponding Specifications References to Metavante in this Agreement include such entities The term 'Software" means, individually or collectively, any software and/or interfaces which Metavante uses to perform the Services pursuant to this Agreement 2 Commencement 2 1 Unless otherwise set forth, the "Commencement Date" of a Service not in effect as of the Effective Date is the earlier of (i)the date the Services are first installed and available for Client's use in production, (i) Client's first production use of the Services, or (ui) the commencement date agreed upon by the parties in writing In the event that the parties are unable after a reasonable period of time to reach mutual agreement upon a Commencement Date, the Commencement Date shall be deemed to be the three (3)-month anniversary of the Effective Date If commencement of a Service is delayed for more than ninety (90) days after the agreed upon Commencement Date and such delay is not due to Metavante's failure to meet its obligations hereunder, Metavante may suspend delivery of the Services and Client shall pay any one-time fees and minimum fees through the balance of the Initial Term Upon the request of either party, the Commencement Date may be rescheduled to a new date that is mutually agreed upon in writing by both parties 2 2 Each party shall dedicate sufficient resources, including the assignment of adequate personnel, to commence the Services as soon as practical following the Effective Date 2 3 Metavante may postpone implementation of the Services if Client fads to timely provide required information or a circumstance arises that might jeopardize timely processing of transactions for other clients of Metavante 3 Responsibilities 3 1 Metavante Responsibilities 31 2 If Client pays all applicable fees when due, Metavante shall provide (i) Client and Client's customers ("Customers') with access to and use of the Services in accordance with this Agreement, the applicable Schedules, and Metavante's then current standard user operating instructions and requirements made available to Client from time to time ("Specifications'), and (n) Client with standard reporting, if any, associated with use of the Services Metavante shall perform the Services in compliance with all Laws applicable to Metavante as a provider of that Service "Law" means any law, rule, regulation, ordinance, code or order to which a party may be subject or under which a party may exercise rights 31 3 Metavante shall perform an on-going review of federal Laws applicable to the provision of the Services and any Software Metavante shall maintain the features and functions for the Services and Software in accordance with all federal Laws applicable to such features and functions, including new or amended federal Laws (as applicable and necessary to support compliance obligations), in a non-custom environment In addition, Metavante shall work with Client in developing and implementing a suitable and commercially reasonable procedure or direction to enable Client to comply with state and local Laws applicable to the Services and Software being provided to Client, and, to the extent commercially possible, modify the manner in which Metavante provides the Services prior to the regulatory deadline for such compliance Any modification in the Services or Software necessitated by such a change in state or local Laws shall be paid for by Client 3 2 Client Responsibilities 3 2 1 Client shall (i) provide Customer information to Metavante in accordance with the Specifications, (ii) except to the extent due to Metavante's material breach of this Agreement, assume all risk and liability associated with transactions, including any risk of counterfeit, charged-back or fraudulent transactions, (in) use the Services in accordance with the Specifications, (iv) timely deliver any Data (defined below) or other information necessary for the provision of the Services in an electronic form and format approved by Metavante, (v) be solely responsible for timely procuring any information or cooperation required from its Customers and suppliers or other third party(ies) in order to commence the Services, (vi) have sole responsibility for verifying the accuracy, completeness or authenticity of any Data furnished by Client or a third party, (vii) be solely responsible for training its employees and representatives to comply with all Laws applicable to Client and the procedures set forth in the Specifications or any manual or other literature provided to Client by Metavante, (vin) comply with all Laws applicable to Client's business and its use of the Services, ENTITY ID 98935 PLID 198652/PayDirect/KA Page 2 of 12 r I s including but not limited to those Laws relating to usury, truth-in-lending, fair credit reporting, equal credit opportunity, automated clearing house transfers, networks associations, electronic funds transfer, privacy and direct marketing, regardless of whether Client uses any forms or other Materials supplied by Metavante, and (ix) be responsible for providing Metavante with notice of any changes in state or local Law that impact Client's use of the Services 322 Client shall be responsible for monitoring and interpreting (and for complying with, to the extent such compliance requires no action by Metavante), the applicable Laws pertaining to Client's business ("Legal Requirements") Based on Client's instructions, Metavante shall implement the processing parameter settings, features and options (collectively, the "Parameters") within Metavante's Services and Systems that shall apply to Client, subject to the change request process in place between Metavante and Client to establish requirements, development arrangements and deployment timelines Client shall be responsible for determining that such selections are consistent with the Legal Requirements and with the terms and conditions of any agreements between Client and its Customers In making such determinations, Client may rely upon the written descriptions of such Parameters contained in the Specifications Metavante shall perform the Services in accordance with the Parameters 3 3 Data 3 3 1 Client shall be solely responsible for the transmission, at Client's expense, of any information, data, records or documents (collectively, "Data") necessary for Metavante to perform the Services and shall bear any risk of loss resulting from that transmission until Metavante confirms receipt Metavante shall bear the risk of loss resulting from Data transmitted to Client until Client confirms receipt If Client directs Metavante to disclose Data to a third party, Client shall provide Metavante with written authorization to do so and bear any risk of loss or liability associated with that disclosure In addition, Metavante shall be held harmless from any claim resulting from the third party's use of that Data, and may, in its discretion, require the third party to enter into a written agreement with Metavante governing disclosure of that Data 332 Metavante shall not be responsible for the accuracy, completeness or authenticity of any Data furnished by Client or a third party, and shall have no obligation to audit, check or verify that Data If any Data submitted by Client or a third party to Metavante is incorrect, incomplete or not in the required format, Metavante may require Client to resubmit the Data or Metavante may correct the Data and bill Client its then-current rates for performing those corrections Metavante shall attempt to notify Client prior to Client incurring such expense 333 Client shall maintain a copy of all Data submitted to Metavante (whether directly or through a third party) to permit reconstruction if ever required Client assumes all risk and expense associated with Data reconstruction, except for those expenses incurred as a direct consequence of Metavante's breach of this Agreement If Data reconstruction is ever required, the parties shall mutually agree on a schedule for that reconstruction 3 4 Disaster Recovery In accordance with FFIEC business continuity guidelines, Metavante has put in place a disaster recovery plan designed to minimize the risks associated with a disaster affecting Metavante's ability to provide the Services under this Agreement Metavante's recovery time objective (RTO) under such plan is as set forth in the continuity program summary document made available to Client Metavante will maintain adequate backup procedures in order to recover Client's Data to the point of the last available good backup, with a recovery point objective (RPO) as set forth in the continuity program summary document made available to Client Metavante will test its disaster recovery plan annually Upon request, Metavante will provide a summary of its disaster recovery plan and test results, excluding any proprietary information or NPI Client authorizes Metavante to provide Client's Data to external suppliers in order to test and prepare for disaster recovery, as well as provide replacement services in the event of a disaster Client is responsible for adopting a disaster recovery plan relating to disasters affecting Client's facilities and for securing business interruption insurance or other insurance necessary for Client's protection 3 5 Changes to Services Metavante may change any features, functions, brand, third party provider, attributes of the Services, or any element of its systems or processes, from time to time, provided that such changes do not have a material adverse impact on the performance or cost of the Services Client shall not rely on identification of specific brands associated with or names of third party providers of a service as an obligation of Metavante to use any particular brand or third party provider If Client requests a change to the Services, the parties shall negotiate the terms for such change, which terms will be set forth in a mutually agreed upon statement of work("SOW") 3 6 Transition Assistance Upon termination of this Agreement, Metavante shall cooperate in the transition of the Services to Client or a replacement service provider and, if requested by Client, perform ancillary services for additional fees However, no master files, transaction data, test data, record layouts or other similar information shall be provided by Metavante until (i) Client and, if applicable, the replacement service provider, have executed Metavante's deconversion confidentiality agreement, (n) Client has fully paid all outstanding amounts, (ni) Client has completely prepaid Metavante's fees for deconversion assistance, and (iv) the parties mutually agree on a date for deconversion that ENTITY ID 98935 PLID 198652/PayDirect/KA Page 3 of 12 1 ' s is at least one hundred eighty (180) days following Metavante's receipt of Client's notice of deconversion If the one hundred eighty(180)-day period ends between the third week of November and the third week of January, the time period for completing deconversion may be extended until the first week of February In addition, upon termination of this Agreement, Metavante may, at Client's request and expense, continue to provide the corresponding Services(s) until the deconversion is completed, provided the parties agree to such continuation in writing 3 7 Problem Reporting and Resolution Client shall timely report any problems encountered with the Services Metavante shall provide a toll-free telephone number for problem reporting Metavante shall promptly respond to each reported problem based on its severity, the impact on Client's operations and the effect on the Services Metavante shall use reasonable commercial efforts to either resolve each problem or provide Client with information to enable Client's personnel to resolve it 4 Services 41 Payment Processing Metavante shall transmit Transaction files for authorization and settlement through Metavante's certified payment processor(s) (an "Approved Processor") Funds for Transactions processed by Metavante hereunder shall be submitted to Client's designated bank account as follows (Q no more than two (2) business banking days after all Transactions (other than electronic check transactions) that are successfully processed prior to 5 00 p m ET on each business banking day (e g , a Transaction authorized at 2 00 p m ET on Monday will be submitted on Wednesday, a Transaction successfully processed at 8 00 p m ET on Monday will be submitted on Thursday), and (u) no more than five (5) business banking days for all electronic check transactions that are successfully processed prior to 5 00 p m ET on each business banking day Metavante makes no representation or warranty as to when funds will be made available by Client's bank 4 2 Support Metavante shall provide Client with Client service support, twenty-four (24) hours per day, seven (7) days per week, subject to commercially reasonable downtime, with toll-free voice communications lines and representatives to address Client service requests 4 3 Electronic Check Authorization If Client has elected to accept electronic checks as a form of payment, the following subsections apply 4 3 1 Metavante shall provide check authorization services to assist Client with its decision whether to accept a check, and shall process those check Transactions requested by Client, subject to the terms of this Agreement Client shall select those risk management controls available from time to time for use with the Services and assumes sole responsibility for the controls it selects Metavante shall provide Client with all standard risk management reports associated with the Services and the risk management controls selected by Client 432 Metavante shall use reasonable efforts to provide Client with accurate and reliable information, however, Metavante does not guarantee the accuracy or availability of that information In addition, Metavante may decline to authorize a check for reasons other than derogatory information relating to the check writer based on the risk management controls selected by Client referenced above Accordingly, Client should exercise its own judgment in determining whether or not to (i) accept a check, and should not draw any adverse conclusions about the creditworthiness of a check writer if the check is not authorized and (u)assess a service charge on a dishonored check If Client elects to collect a service charge for a dishonored check, it must do so in compliance with all applicable Laws, including Regulation E and state Laws regarding service charges Metavante disclaims all liability and responsibility for Client's assessment of any service charges on dishonored checks Client acknowledges that Metavante will not provide collection services 4 4 Convenience Fee Option If Client elects to charge a convenience fee to Customers, the amount of such fee(s) shall be specified in the implementation Specifications Client authorizes Metavante to collect each convenience fee 4 5 Transaction Errors Metavante's sole responsibility for any Transaction error or reversed Transaction is to determine whether any mechanical, procedural, or processing problems occurred at Metavante during the preparation of the Transaction file (including but not limited to rejection of files) and, if necessary, reprocess and resubmit the Transaction file without additional charge In the event that a Transaction is reversed or refunded to any Customer of Client, for any reason, Metavante may offset such amount against funds remitted to Client, or invoice Client for such amount Client shall pay any such invoice in accordance with this Agreement In such instance, Metavante shall notify Client of the Customer's name and account number 4 6 Implementation/Professional Services Metavante shall perform the professional services for Client as set forth in the Pricing Attachment and the implementation plan and shall perform additional professional services as mutually agreed upon by the parties from time to time under this Agreement, provided that either party may require execution of a ENTITY ID 98935 PLID 198652/PayDirect/KA Page 4 of 12 PIs separate mutually acceptable professional services agreement prior to Metavante's performance of professional services other than those set forth in the Pricing Attachment or the implementation plan 5 Optional Features Client may purchase the following optional feature of the Services (the "Optional Feature") at any time If Metavante provides an Optional Feature, Client shall pay Metavante the then-current fees The Optional Feature shall be provided by Metavante in accordance with this Agreement and the then-current version of the applicable Specifications Once purchased, any Optional Features shall fall within the definition of the Services provided hereunder 5 1 If Client purchases the"User Interface" Optional Feature, the following subsections apply 51 1 Metavante shall provide a user interface to the Services in the form of a Virtual Terminal, a telephony based payment system developed by Metavante or its designee through which a User may perform a Transaction ("IVR System"), or Internet Private Label Site (the"UI Services") 5 2 Domain Names, Client Brand Features 5 2 1 Unless otherwise agreed by Metavante and Client, Metavante shall own all of the unique addresses that identify the location of a website(s) on the Internet ("Domain Name(s)") used to provide the UI Services, provided that Client shall own any and all Domain Names used for the Internet Private Label Site or Private Label Virtual Terminal For purposes of this Agreement, "Internet Private Label Site" means a secure payment website on the Internet that presents the Look and Feel of Client's existing website, and is developed, hosted and maintained by Metavante pursuant to this Agreement, and at which a User may perform a Transaction, "Look and Feel" means the elements of graphics, design, organization, presentation, layout, user interface, navigation and stylistic convention (including the digital implementations thereof) which are provided by, and unique to, Client, "User' means any person or entity who processes, or for whom Client processes, a Transaction using the UI Services, "Virtual Terminal" means a secure payment site on the Internet that is developed, hosted and maintained by Metavante pursuant to this Agreement, at which Client may process Transactions made by Users, and "Private Label Virtual Terminal" is a Virtual Terminal that presents the Look and Feel of Client and may include certain of the Client Brand Features, defined below 522 Metavante has the right to reject and remove any information made available to Users via the UI Services, which may include, without limitation, text, graphics, data and other similar materials ("Content") and/or trademarks, service marks, Look and Feel, logos and other distinctive brand features of Client supplied to Metavante by Client ("Client Brand Features") at any time if Metavante reasonably believes that any such materials infringe any third party Intellectual Property Right, are libelous or invade the privacy or violate other rights of any person, violate applicable Laws or regulations, jeopardize the health or safety of any person, or are otherwise detrimental to the goodwill of Metavante 5 2 3 Metavante shall correct or cause to be corrected, with reasonable promptness and at its own cost, any errors in the UI Services that are caused by Metavante's failure to perform according to the terms of this Agreement In no event shall Metavante be liable for any costs of corrections in excess of its own costs incurred to correct an error that Metavante is solely responsible for correcting 5 3 Ownership 5 3 1 All Client Brand Features shall be owned exclusively by Client To the extent Metavante possesses any ownership rights in the Client Brand Features, Metavante hereby irrevocably assigns to Client all right, title and interest in and to all such Client Brand Features, which includes, without limitation, all of Client's Intellectual Property Rights therein For purposes of this Agreement, "Intellectual Property Rights" means any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship throughout the world, including, without limitation, copyrights, moral rights, and mask-works, (u) trademark and trade name rights and similar rights, (iv) trade secret rights, (v) patents, designs, algorithms and other industrial property rights, (vi) other intellectual property rights, whether arising by operation of law, contract, license, or otherwise, and (vii) registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing) If Metavante has any such rights that cannot be assigned to Client, Metavante waives the enforcement of such rights, and if Metavante has any rights that cannot be assigned or waived, Metavante hereby grants to Client an exclusive, irrevocable, perpetual, worldwide, fully paid license to such rights (which includes the right to sublicense) Client represents and warrants that it owns the Client Brand Features and all Intellectual Property Rights therein and that such Client Brand Features do not infringe upon any other material or violate or infringe upon the Intellectual Property Rights of any other party 53.2 Subject only to Section 5 3 1 herein, all Intellectual Property Rights directly or indirectly related to the UI Services (which may include Software) shall be owned exclusively by Metavante (collectively, the "Metavante Property") To the extent Client possesses any ownership rights in the Metavante Property, Client hereby irrevocably assigns to Metavante all right, title and interest in and to all such Metavante Property, which includes, without limitation, all ENTITY ID 98935 PLID 1986521 PayDirect/KA Page 5 of 12 (= 1 S applicable Intellectual Property Rights thereto If Client has any such rights that cannot be assigned to Metavante, Client waives the enforcement of such rights, and if Client has any rights that cannot be assigned or waived, Client hereby grants to Metavante an exclusive, irrevocable, perpetual, worldwide, fully paid license to such rights (which includes the right to sublicense) Metavante represents and warrants that it owns or has rights to the Metavante Property and all Intellectual Property rights therein and that such Metavante Property does not infringe upon any other material or violate or infringe upon the Intellectual Property Rights of any other party 533 Client hereby grants Metavante a non-exclusive, worldwide license to use the Client Brand Features for Metavante to perform its obligations hereunder The scope of the foregoing license shall be limited as specified herein, and shall not include any right to use, copy, modify, publish, license, sublicense, sell, market or distribute such Client Brand Features, unless expressly authorized herein Client is not hereby granted any right or license to use any trademarks, trade names, or service marks of Metavante or its affiliates and subsidiaries 6 Client Warranties 6 1 As a condition to its receipt of the Services, Client represents and warrants that Client shall execute and deliver any and all applications, agreements, certifications or other documents required by Networks or other third parties whose consent or approval is necessary for the processing of Transactions "Network" is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle transactions among themselves, including, for example, networks operated by VISA USA and MasterCard, Inc , NYCE Corporation, American Express, and Discover 6 2 Client represents, warrants and agrees that it does and will comply with applicable Laws and regulations and Network rules, regulations or operating guidelines Client shall notify Metavante in writing as soon as possible in the event a claim is either threatened or filed against Client by any governmental organization having jurisdiction over the Client related to the Processing Services Client shall also notify Metavante in writing as soon as possible in the event a claim is either threatened or filed against Client relating to Transactions or the Services or a fine or other penalty is assessed or threatened against Client relating to Transactions or the Services 6 3 Client represents, warrants and agrees that it is and will continue to be in full compliance with all applicable requirements of the Client Information Security Program of VISA, the Site Data Protection Program of MasterCard, and similar programs of other Networks, and any modifications to such programs that may occur from time to time Upon the ` request of Metavante, Client shall provide Metavante with documentation reasonably satisfactory to Metavante verifying compliance with this Section 6 4 Client hereby grants Metavante the full right, power and authority to request, receive and review any data or records reflected in a Transaction report Client represents and warrants that it has the full right and authority to grant the rights set forth in the preceding sentence 7 Use of Services Except as otherwise permitted in this Agreement or in writing by Metavante, Client agrees to use the Services only for its own internal business purposes to service its U S-based accounts for its Customers and will not sell or otherwise provide, directly or indirectly, any of the Services or any portion thereof to any third party Client agrees that Metavante may use all suggestions for improvement and comments regarding the Services that are furnished by Client to Metavante in connection with this Agreement, without accounting or reservation Except as otherwise may be set forth herein or in writing between the parties, Client shall be responsible for handling all Customer inquiries relating to the Services 8 Materials As a convenience, Metavante may provide Client with sample forms, procedures, scripts, marketing materials or other similar information (collectively, "Materials') Client shall have a license to use Materials, if any, solely in connection with its use of the Services during the Initial Term and any Renewal Term and solely in a manner that is consistent with the Specifications Client's right to use the Materials shall expire immediately upon termination of this Agreement Client is responsible for its use of Materials and bears sole liability for any such use 9 Training Except as may be otherwise agreed in writing, Metavante will provide its standard initial train-the-trainer training regarding the use and operation of the Services to Client by web-based training or in person at an Metavante training location (in which case, travel would be at Client's expense) at Metavante's then-current rates and on a mutually- agreed date and time Following such initial training, Client is responsible for its trainer(s) training Client's employees on the use and operation of the Services Additional training may be provided by Metavante upon Client's request, including onsite training at Client's location, as mutually agreed to by the parties regarding topics, duration and fees and expenses 10 Fees and Other Charges 101 Client shall pay all fees and charges set forth in the Pricing Attachment(s) Fifty percent(50%) of the one-time ENTITY ID 98935 PLID 198652/PayDirect/KA Page 6 of 12 1 i s fees shall be paid upon execution of this Agreement(or an applicable Amendment), and the remaining fifty percent(50%) shall be paid upon the applicable Commencement Date, unless otherwise set forth in this Agreement Recurring fees shall be paid beginning on the Commencement Date Metavante may increase any pass-through fees (including, without limitation, postage, supplies, courier, data transmission, and telecommunications expenses) outside of its control as its cost for such items increases Metavante may adjust recurring fees annually by an amount not exceeding, in aggregate effect, the percentage change in the U S Employment Cost Index ("ECr) — Civilian All Workers total compensation, calculated by averaging the annual percentage change reported for the four fiscal quarters immediately preceding each anniversary of the Effective Date, as published by the U S Bureau of Labor Statistics (www bls gov) These adjustments will be effective for each product or Service on the first day of the calendar month of each anniversary of the Effective Date of the Schedule or agreement that relates to the product or service If the ECI is unavailable or materially changes in content and scope, then Metavante may in good faith select another U S Government index as a substitute in order to obtain substantially the same result Fees, costs and expenses owed by Client are exclusive of charges for materials, work, hardware, software or travel not otherwise detailed in this Agreement, a SOW, or Pricing Attachment Travel time, if required,will be charged at Metavante's standard hourly rates, but will not exceed eight (8) hours per day per resource 10 2 For any amount that is not paid within thirty (30) days after its due date, Client shall pay a late fee equal to the lesser of one and one-half percent(1'/z%) per month of the unpaid amount or the maximum interest rate allowed by Law 10 3 In the event of over-billing, Metavante will correct the error by credit to Client If Client was under-billed, Metavante will add the under-billed amount to a future invoice Metavante may utilize any amounts owed to Client under this Agreement to pay or reimburse Metavante for amounts owed by Client 10 4 All charges and fees to be paid by Client under this Agreement are exclusive of any applicable withholding, sales, use, excise, value added or other taxes Any such taxes for which Metavante is legally or contractually responsible to collect from Client shall be billed by Metavante and paid by Client Client agrees to reimburse or indemnify Metavante for any taxes, penalties and interest assessed by any taxing authority arising out of this Agreement Metavante shall pay and hold Client harmless for any taxes on Metavante property, income or payroll Client agrees to hold Metavante harmless for any sales, use, excise, value added or other taxes assessed by a taxing authority arising out of this Agreement In the event of any assessment by a taxing authority, both parties agree to cooperate with each other to resolve issues in order to minimize such assessment 11 Intellectual Property 11 1 Nothing herein shall give Client any right, title, or interest in the Software, or any modifications and enhancements thereto As between Metavante and Client, the Software is the sole and exclusive property of Metavante, 1 and Metavante expressly reserves all rights to the Software not expressly granted to Client herein Client shall not directly or indirectly decompile, reverse compile, reverse engineer, reverse assemble or otherwise derive a source code equivalent for the Software 11 2 Any intellectual property rights that existed prior to the Effective Date shall belong solely to the party owning them at that time Neither party shall be entitled to any copyright, trademark, trade name, trade secret or patent of the other party 113 Client shall not alter, obscure or revise any proprietary, restrictive, trademark or copyright notice included with, affixed to, or displayed in, on or by the Services, Software, or Specifications 12 Confidentiality 12 1 To the extent allowed by law, each party shall treat information received from the other that is designated as "confidential" at or prior to disclosure ("Confidential Information") as strictly confidential Metavante designates the Services, Software, Specifications and the terms of this Agreement, and all information related to the foregoing, as its Confidential Information Client designates non-public financial information that is personally identifiable to a Customer (referenced in the Gramm-Leach-Bliley Act of 1999, or its equivalent under the applicable state Laws, as "Non-public Personal Information"or"NPII')as its Confidential Information 12 2 To the extent allowed by law, each party shall (i) restrict disclosure of the other party's Confidential Information to employees, agents and Affiliates solely on a "need to know" basis in accordance with this Agreement, (n) advise its employees and agents of their confidentiality obligations, (ni) require agents to protect and restrict the use of the other party's Confidential Information, (iv) use the same degree of care to protect the other party's Confidential Information as it uses to safeguard its own Confidential Information of similar importance, but in no event less than a reasonable degree of care, (v) establish procedural, physical and electronic safeguards, designed to meet the objectives of the FFIEC Interagency Guidelines, to prevent the compromise or unauthorized disclosure of Confidential Information, and (w) notify the other party of any unauthorized possession or use of its Confidential Information as soon as possible ENTITY ID 98935 PLID 198652/PayDirect/KA Page 7 of 12 IS following notice of that unauthorized use or possession Metavante shall promptly notify Client of any incident that has resulted or is likely to result in the misuse of NPI, and shall comply with all federal and state Laws, rules and regulations regarding NPI that are applicable to it as a third party processor 12 3 Confidential Information shall remain the property of the party from or through whom it was provided Except for NPI, neither party shall be obligated to preserve the confidentiality of any information that (i) was previously known, (n) is a matter of public knowledge, (m) was or is independently developed, (w) is released for disclosure with written consent, or (v) is received from a third party to whom it was disclosed without restriction Disclosure of Confidential Information shall be permitted if it is (a) required by Law, (b) in connection with the tax treatment or tax structure of this Agreement, or (c) in response to a valid order of a U S court or other governmental body, provided the owner receives written notice and is afforded a reasonable opportunity to obtain a protective order Upon termination of this Agreement, each party shall destroy the other party's Confidential Information relating to this Agreement in a manner designed to preserve its confidentiality, or, at the other party's written request and expense, return it to the disclosing party Upon termination of this Agreement, each party shall destroy any remaining Confidential Information of the other party in the same manner or, if so requested, return it to the disclosing party at its expense 13 Indemnification 131 Client shall defend Metavante and its officers, employees, directors, agents and shareholders, in their individual capacities or otherwise, from and against any and all Claims (as defined in this Section 13 1) asserted by a third party (other than an Affiliate of Metavante) against Metavante, and shall indemnify and hold harmless Metavante from and against any damages, costs, and expenses of such third party awarded against Metavante by a final court judgment or an agreement settling such Claims in accordance with this Section 13 1 As used in this Section 13 1, the term "Claim" means any action, litigation, or claim by a third party alleging or based on (i) any personal injury or property damage caused by Client's gross negligence or willful misconduct in connection with this Agreement, (u) Client's misuse of the Services, Materials, Software, or Specifications, (m) inaccurate or incomplete Data provided by or on behalf of Client, (iv) Client's use of the Services, and/or Software with computer programs or services owned, licensed or provided by someone other than Metavante, (v) Client's failure to comply with Laws, (vi) any claim of libel, violation of privacy rights, unfair competition or infringement of patents,trademarks, copyrights or other intellectual property caused by Client or a Customer, (vu) any circumstance, event or activity set forth in any of the Subsections 13 2 (a) — (e), or (ix) any Customer claim, action or suit 13 2 Metavante shall defend Client and its officers, employees, directors, agents and shareholders, in their individual capacities or otherwise, from and against any and all Claims (as defined in this Section 13 2) asserted by a third party (other than an Affiliate of Client or Metavante) against Client, and shall indemnify and hold harmless Client ' from and against any damages, costs, and expenses of such third party awarded against Client by a final court judgment or an agreement settling such Claims in accordance with this Section 13 2 As used in this Section 13 2, the term "Claim" means any action, litigation, or claim by a third party alleging (Q personal injury or property damage caused by Metavante's gross negligence or willful misconduct in connection with this Agreement, (u) Metavante's failure to comply with all federal Laws, rules and regulations applicable to Metavante as a provider of Services, or (uQ that the Services or Software infringes an effective U S Patent or a registered trademark or copyright, provided, however, that Metavante shall not be liable for (and Client shall indemnify Metavante against) any infringement or alleged infringement that results, in whole or in part, from (a) use of the Services or Software in a manner or for a purpose not specifically described in this Agreement or Specifications, (b) use of the Services or Software in combination with computer programs, processes, hardware, software, data, systems, or services owned, licensed or provided by someone other than Metavante, (c) Client's products or services, (d) modification, change, amendment, customization, or adaptation of any Services or Software not made wholly by Metavante, or (e) Client's failure to implement corrections or changes provided by Metavante If a claim of infringement has been asserted, or in Metavante's opinion is about or likely to be asserted, Metavante may, at its option either (1) procure for Client the right to continue using the Services or Software, (2) replace or modify the Services or Software so that it becomes non-infringing, (3) terminate an applicable Schedule or SOW and refund all pre-paid fees covering future use of the Services or Software, or (4) defend the action on Client's behalf and pay any associated costs or damages 13 3 The obligation to indemnify under this Section 13 is contingent upon (i) the indemnified party's promptly notifying the indemnifying party in writing of any claim subject to such indemnity obligation, (u) the indemnifying party's having sole control over the defense and settlement of the claim, (u) the indemnified party's reasonably cooperating during defense and settlement efforts, (iv) the claim's not arising, in whole or in part, out of the action or inaction of the indemnified party, and (v) the indemnified party's not making any admission, concession, consent judgment, default judgment or settlement of the claim or any part thereof 14 Limitation of Liability, Disclaimer of Warranties, and Certain Losses ENTITY ID 98935 PLID 198652/PayDirect/KA Page 8 of 12 4 y � I S 14 1 Limitation of Liability. METAVANTE'S TOTAL LIABILITY FOR A SERVICE IS LIMITED IN ALL CASES AND IN THE AGGREGATE TO AN AMOUNT OF ONE HUNDRED THOUSAND DOLLARS ($100,000) NOTWITHSTANDING THE FOREGOING, METAVANTE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, DELAY OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS), EVEN IF METAVANTE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE 14 2 Disclaimer of Liability for Certain Losses Notwithstanding anything to the contrary contained in Section 12 1 above, under no circumstances shall Metavante be liable for any losses, claims, demands, penalties, actions, causes of action, suits, obligations, liabilities, damages, delays, costs or expenses, including reasonable attorney's fees (collectively, "Losses') caused, directly or indirectly, in whole or in part, by (i) Client, (u) a third party, other than Metavante's authorized agents, (ni) use of attachments, features, or devices not authorized by the Specifications, (iv) improper or inadequate conditions at a non-Metavante site, (v) improper or incomplete installation not caused by Metavante or its authorized agents, (vi) equipment changes, reconfigurations, upgrades or relocations performed by one other than Metavante or its authorized agents, (vii) abuse, misuse, alteration or use that is inconsistent with the terms of this Agreement or Specifications, (viu) incorrect or incomplete Data supplied by Client or its agents, (ix) software, hardware or systems not supplied by Metavante, (x) a Force Maleure Event, or(xi) a failure that is not directly attributable to Metavante or under Metavante's direct control In the event of any error by Metavante in processing any Data or preparing any report or file hereunder, Metavante's sole obligation shall be to correct the error by reprocessing the affected Data or preparing and issuing a new file or report at no additional cost to Client, provided, however, Metavante's obligation herein is contingent upon Client notifying Metavante of the error within two (2) business days or two (2) processing cycles after Client receives the improperly processed Data, report or file 14 3 Disclaimer of Warranties EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, METAVANTE DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES, SOFTWARE, EQUIPMENT, AND MATERIALS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, OR ERROR FREE OPERATION (EVEN IF CREATED BY THE INTERNATIONAL SALE OF GOODS CONVENTION, AND WHETHER OR NOT METAVANTE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, METAVANTE DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CLIENT WITH RESPECT TO THE SERVICES, SOFTWARE, EQUIPMENT,AND MATERIALS PROVIDED UNDER THIS AGREEMENT. 15 Audits 15 1 Upon at least five (5) business days prior written notice, Metavante, its representatives and/or vendors may visit Client's facilities, during normal business hours, for the purpose of (i) inspecting the location and use of Software, Deliverables and any third party software, and (u) auditing, monitoring and ensuring compliance with the terms of this Agreement Each party shall have the right, upon reasonable prior written notice (and no more than once each year), to visit the other party's facilities during normal business hours for the purpose of determining the adequacy of procedures for complying with its obligations relating to Confidential Information under this Agreement 15 2 Notice for any audit must specify the scope of the information sought and the purpose of the audit All audits must be reasonable in scope and duration, and conducted at the expense of the auditing party Client and its representatives may be required to sign Metavante's nondisclosure and confidentiality agreement in advance of performing any audit Metavante shall have the right to receive and comment on any report prepared by or on behalf of Client prior to that report being published or disseminated, which publication or dissemination shall be done only pursuant to the confidentiality provisions of this Agreement 15 3 In lieu of any audit relating to the Services, other than as provided in Section 15 1 above, Metavante shall make available to Client upon request a certified copy of its most recent SAS-70, SSAE 16, AUP, Security, Disaster Recovery, PCI, GLBA, NACHA, PIN, TG3 or similar report regarding the Services The provision of such report(s) shall satisfy all of Metavante's audit obligations to Client with respect to the corresponding Services 15 4 Metavante shall permit governmental agencies that regulate Client in connection with the Services performed by Metavante to examine Metavante's books and records to the same extent as if that Services was being performed by Client on its own premises, subject to Metavante's confidentiality and security policies and procedures 16 Notices Except as otherwise specified in this Agreement, all notices, requests, approvals, consents and other ENTITY ID 98935 PLID 198652/PayDirect/KA Page 9 of 12 0000 Pis communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by (i) first class U S mail, registered or certified, return receipt requested, postage pre-paid, or (u) U S express mail, or other, similar overnight courier service to the address specified below Notices shall be deemed given on the day actually received by the party to whom the notice is addressed In the case of Client Name CITY OF KENT Street Address 220 Fourth Avenue South City, State Zip Kent, Washington 98032 Attn For Billing Purposes In the case of Metavante Metavante Corporation 601 Riverside Avenue Jacksonville, Florida 32204 Copy to Fidelity Information Services, LLC General Counsel 601 Riverside Avenue Jacksonville, Florida 32204 17 Use of Names and Trademarks Metavante may use Client's name and logo (i) in a general listing of users of its products and services, and (ii) as reasonably necessary to perform any Services Other than the foregoing (a) neither party shall use the other party's logos, trademarks or stock exchange ticker symbol unless pre-approved in writing, and (b) the parties shall consult with each other in preparing any press release or other similar communication that mentions or implies a relationship between them a 18 Relationship Metavante is an independent contractor Neither Metavante nor any of its representatives are an + employee, partner or joint venturer of Client Metavante has the sole obligation to supervise, manage and direct the 1 performance of its obligations under this Agreement Metavante reserves the right to determine who will be assigned to perform its obligations, and to make replacements or reassignments as it deems appropriate Each party shall be solely responsible for payment of compensation to its respective personnel, and assumes full responsibility for payment of all federal,state, local and foreign taxes or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to such personnel Except as expressly stated in this Agreement, neither party shall be an agent of the other, nor have any authority to represent the other in any matter To the extent that Metavante engages a subcontractor, Metavante shall remain solely responsible for the performance of the subcontracted work Client shall have no recourse, and shall assert no claim, against any subcontractor of Metavante 19 Insurance Metavante shall maintain the following minimum insurance coverage and limits (i) statutory workers' compensation in accordance with all Federal, state, and local requirements, (u) employer's liability insurance with limits of coverage of$1,000,000 (a) per accident, bodily injury (including death) by accident, (b) per bodily injury (including death) by disease, and (c) per employee for bodily injury (including death) by disease as required by the state in which the Services are performed, (m) commercial general liability with an aggregate of$2,000,000, and $1,000,000 per occurrence for bodily injury, property damage and personal injury, (iv) automobile liability insurance, including Metavante-owned, leased, and non-owned vehicles with a single limit of$1,000,000, (v) property insurance, covering the hardware and other equipment used by Metavante to provide the Services, (vi) professional and technology errors and omissions, including network security and privacy liability coverage, with limits of $5,000,000 per claim, (vu) umbrella (excess) liability insurance for the above-referenced commercial general liability and employer's liability coverage in the amount of $5,000,000 per occurrence, and (vui) crime insurance, with coverage extended to include property of Client in the care, custody, or control of Metavante, or for which Metavante is legally liable, with limits of$5,000,000 per claim 20 Termination and Additional Remedies 20 1 Termination In addition to any other remedies, either party may terminate this Agreement on thirty (30) days advance written notice if the other party (i)fails to cure a material breach within thirty(30) days of receiving written notice to do so, (u) is the subject of a dissolution, reorganization, insolvency or bankruptcy action that is not dismissed within forty-five (45) days of being filed, (ui) suffers the appointment of a receiver, conservator or trustee, (iv) commits any act ENTITY ID 98935 PLID 198652/PayDirect/KA Page 10 of 12 f is related to the Services with the intent to defraud the other party, or (v) discontinues performance under this Agreement because of a binding order of a court or regulatory body If a breach cannot reasonably be cured within thirty (30) days, the non-breaching party may not terminate this Agreement so long as the breaching party promptly commences work and completes correction within ninety (90) days of receiving written notice of the breach In addition, Metavante may terminate this Agreement if Client (a) fails to cure any material violation of applicable Law within thirty (30) days of Metavante requesting it to do so, or(b) sells, transfers or assigns all or substantially all of its Services-related accounts to a third party that does not agree in writing with Metavante to be bound by the terms of this Agreement 20 2 Liquidated Damages If a Service is terminated by Metavante due to Client's breach of its obligations under this Agreement, or if Client terminates a Service prior to the end of its term for convenience, then Client shall pay Metavante (i) all Metavante's reasonable costs incurred to provide continuing Service to Client up to the termination date and (u) any credits or incentives given to Client by Metavante on or before the Commencement Date of a Service If termination of the obligation to provide such Service occurs prior to the Commencement Date of any such Services, then the amount due under subsection (Q above will be calculated using the minimum monthly amount due for each such Service, if any, or the estimated monthly charge (as set forth in the Pricing Attachment) 20 3 Due to the likelihood of irreparable injury, each party shall be entitled to seek an injunction against the other for any breach of confidentiality, indemnification and intellectual property obligations 21 Export Restrictions and Unlawful Activity 21 1 Metavante's Confidential Information is subject to export controls under applicable federal and state Laws, rules and regulations Accordingly, Client shall (i) remain in compliance with all requirements associated with such Laws, (u) cooperate fully with any audit related to such Laws, and (m) not utilize Metavante's Confidential Information in any country that is embargoed by the U S government Client shall be solely responsible for the importation of Metavante's Confidential Information, including obtaining any approval or permit necessary for importation or use 21 2 Neither Client nor any of its directors, officers, agents, employees or other persons associated with or acting on its behalf (i) have received or will receive any unlawful contribution, gift, entertainment or other payment from Metavante, (u) is a governmental entity, or(m) is in violation of, or will violate any applicable anti-corruption or anti-bribery laws, rules or regulations Metavante shall have an irrevocable right to immediately terminate this Agreement or any other relationship with Client if this subsection is breached 22 Miscellaneous 22 1 Client shall not assign, subrogate or transfer any interest, obligation or right arising out of this Agreement without prior written consent from Metavante, which shall not be unreasonably withheld Any dissolution, consolidation, merger, transfer or reorganization of a majority of the assets or stock of Client shall constitute an attempted assignment and shall be void from its inception Subject to the foregoing, the terms of this Agreement shall be binding upon and inure to the benefit of permitted successors and assigns 22 2 The Agreement shall be governed by and construed in accordance with the laws of the State of Washington If the parties are unable to settle any dispute, difference, or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process If any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law, provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section 13 of this Agreement 22 3 Metavante shall not be liable for any loss, damage or failure due to causes beyond its control, including strikes, riots, earthquakes, epidemics, terrorist actions, wars, fires, floods, weather, power failure, telecommunications outage, acts of God or other failures, interruptions or errors not directly caused by Metavante ("Force Maieure Event") 22 4 Each party represents and warrants that it has full legal power and authority to enter into and perform its obligations without any additional consent or approval 22 5 The Agreement (including all Schedules and the Pricing Attachment(s))together with any attachments thereto, constitute the entire agreement and understanding of the parties with respect to its subject matter All prior agreements, understandings and representations regarding the same or similar services are superseded in their entirety In the event of a conflict, ambiguity or contradiction in documents, the documents will take precedence over each other in accordance with the following ranking (i) Schedules, (u) exhibits and attachments, (m) Specifications, and (v)the general terms of this Agreement The Agreement may only be modified by a written document signed by both parties The parties do not intend, nor shall there be, any third party beneficiary rights ENTITY ID 98935 PLID 198652/PayDirect/KA Page 11 of 12 f= Is 22 6 No waiver of any provisions of this Agreement and no consent to any default under this Agreement shall be effective unless in writing and signed by the party against whom such waiver or consent is claimed No course of dealing or failure to strictly enforce any provision of this Agreement shall be construed as a waiver of such provision for any party's rights Waiver by a party of any default by the other party shall not be deemed a waiver of any other default 22 7 If any provision(s) of this Agreement, including any Schedules, attachments and exhibits hereto, is determined to be invalid, illegal, void, or unenforceable by reason of any Law, rule or regulation, administrative order, judicial decision, or public policy, such provision(s) shall not affect any other provision of this Agreement, and this Agreement shall be interpreted and construed as if the invalid, illegal, void, or unenforceable provision had not been included to the extent necessary to bring this Agreement within the requirements of such Law, rule or regulation, administrative order, judicial decision, or public policy In addition, in such event, the parties agree to negotiate in good faith to modify this Agreement to carry out the parties' original intent as closely as possible and to the extent lawful This Agreement shall not be construed more strongly against either party, regardless of who is more responsible for its preparation The headings that appear in this Agreement are inserted for convenience only and do not limit or extend its scope 22 8 Termination of this Agreement shall not impact any right or obligation arising prior to termination, and in any event, Sections 12, 13, 14, 15, 22 2, 22 8 of this Agreement shall survive termination of this Agreement ENTITY ID 98935 PLID 198652/PayDirect/KA Page 12 of 12 Pricing Document for City of Kent 1- ( S City of Kent Tax & Non -Tax Transaction Convenience Fee Funded Pricing Merchant Services PayDirect will provide to the Client transaction processing (merchant)services to existing and new applications under a Citizen/Convenience Fee Funded pricing model. PayDirect reserves the right to not accept any payment type in situations where doing so may be in violation of the rules and regulations governing that payment type. Visa has established a new payment program to include additional transaction types outside of just tax (see below). For these transaction types, when registered, they are now allowing for a variable service fee on Visa consumer debit, Visa consumer credit and Visa commercial products. This applies to both face to face (card present) transactions as well as non-card present transactions. The payment and service fee transactions must be submitted and processed as two separate transactions. The new program is the "Visa Government and Higher Education Payment Program". Approved Transaction Types: -Government: Tax Payments (MCC = 9311), Fines (MCC = 9222), Court Costs (MCC = 9211) and Miscellaneous Government Services (MCC = 9399). -Higher Education: Tuition and related payments for College (MCC = 8220), Business (MCC = 8244) and Trade schools (MCC = 8249). NOTE: The default education Merchant Category Code(8299) does not apply to this program. Eligibility Requirements: -Clearly disclose fees to the Visa cardholder and meet cardholder fee requirements. Variable fees are permitted for Visa consumer debit card, consumer debit card (including Visa prepaid cards), consumer credit and commercial transactions. -Accept Visa as a means of payment in all channels where payments are accepted (i.e. face-to-face, mail, telephone and internet) -Process all government and higher education and service fee transactions according to the rules of the Program. -Comply with all Visa International Operating Regulations (including visual representation of the blue, white and gold Visa Flag symbol or Visa wordmark on the merchant website). - 3 Pricing Document for City of Kent 1— I S -Feature the opportunity to pay with Visa at least as prominently as all other payment methods. Tax Applications Rate Credit Accepted' 2 6%, Visa — MasterCard — Discover— American Express Tax Applications Rate _ACH E-Check_ $0 65 Paid By Client 'American Express, Discover,MasterCard,Visa Credit,and BRIMeLater Standard . \ ! \ E / \] E _ 0 - e ] : r \ 9F. = K K [ K 9 LpLnL$ $ mmmmU) 2 q = E = o � EEE� E k ? \ a/ ƒ ƒ / ƒ m q ] k k m ] m \ m g a _ _ _ ° a 7 7 7 ® � - \ B B J G 2 2 2 2 � MCD aaa = a 02me0 ® \ k \ a ) \ 0 § k ] ) ) § § 5 ] 7 3 g ƒ \ / \ / � R \ 67 CD M kk000 0000 o n g n n o �_ ° a / E / B EooE2 ® / / 0 / _ _ - _ = o 0 0 � 2 U00 -aw o c c + 3 c j E § § f 0 \ § \ & k @ ' a E 5 7 7 ° 7 EnR k m ® + ] E J n 2 \ 67 < m Z - E / \ CO C 0 ` ' ` $ o , CD m = a m o C @ g@ ] � / $ ± 0 < E k / g q < E CD % E \ _ ) 0 q 2 < o \ o p \ 2 k k k ` « 7 % % \ \ , w 0 < § � k _ / \ k ƒ k \o » / \ � = coC)k \ k ] ] � - @ o s cn f / $ c c \ CL CD/ � . ` (n ƒ ƒ ƒ 0 m _ ] ] ] < f = CD = m = m = m A o » 9 § R C ° 3 2 3 / � § CD � CD ) A� CERTIFICATE OF LIABILITY INSURANCE °ATE'MMI°°'Y"Y"' 11l0812013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CO AC MARSH USA,INC. NAME' TWO ALLIANCE CENTER PHONE Ex AX No; 3560 LENOX ROAD,SUITE 2400 E-MAIL ATLANTA,GA 30326 ADDRESS: INSURERS AFFORDING COVERAGE NAIC If 816216-FNISFInpr-13-14 INSURERA INSURED INSURER B; Beazley/Lloyds 1128623 Fidelity National Information l Services,Inc.and its subsidiaries INSURER C clo FNIS Attn:Corporate Risk Management Department INSURER° 601 Riverside Avenue,Bldg.1 INSURER E; JackSonVllle,FL 32204 INSURER F: COVERAGES CERTIFICATE NUMBER: ATL-003126541-20 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBR POLICYEFF POLICY EXP rypE OF INSURANCE LTR POLICY NUMBER MMIDD/YYYVI fMMIDDWW) LIMITS GENERAL LIABILITY EACH OCCURRENCE § DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occunence § CLAIMS-MADE OCCUR MED EXP Any one person § PERSONAL B ADV INJURY 5 GENERAL AGGREGATE $ GEN'LAGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $ POLICY PRO- LOC $ JCTAUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANYAUTO BODILY INJURY(Per person) $ ', ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accitlenp $ NON-OWNED PROPERTY DAMAGE HIREDAUTOS AUTOS (_Persondent)__. $ I UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED RETENTION$ $ WORKERS COMPENSATION VVCSTATU- OTH- AND EMPLOYERS'LIABILITY YIN TO Y LIMITS___ ER ANY PROPRIETOR/PARTNER/EXECUTIVE F.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? NIA — (MapddtorylnNH) EL.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below I F.L.DISEASE-POLICY LIMIT $ B Crime VV13208130201 1110912013 1110912014 Limit: $5,000,000 B E&O W13210130201 11/09/2013 11I0912014 Limit: $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AHach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER CANCELLATION Fidelity National Intonation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Services,Inc.and its subsidiaries THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Corporate Risk Management Department ACCORDANCE WITH THE POLICY PROVISIONS. C/o FNIS PO Box 45126 Jacksonville,FL 32232-5126 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashl Mukherjee ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 26(2010/06) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 616216 LOC#: Atlanta ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,INC. Fidelity National Information Services,Inc.and its subsidiaries POLICY NUMBER do FNIS Attn:Corporate Risk Management Department CARRIER NAIC CODE 601 Riverside Avenue,Bldg.1 Jacksonville,FL 32204 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, I, FORM NUMBER: 26 FORM TITLE: Certificate Of Liability Insurance Evidence of Crime Insurance for all locations and operations of Fidelity National Infonnalion Services,Inc.and Its subsidiaries. Evidence of B&O Insurance for all locations and operations of Fidelity National Information Services,Inc.and Its subsidiaries.E&0 includes Technology E&O and Cyber Risk Coverage. E&O Policy VY1 3210130201 has an overall SIR of$V00,000 and he Neloork Security and Privacy Liabilily coverage part has an SIR of$2,000,000. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD