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CS Paysafe Merchant AgreementPaysafe July 26, 2017 City of San Rafael PO Box 151560 San Rafael CA 94915 Suite 700 3500 de Malsonneuve Blvd W. Montreal, Quebec, H3Z 3C1 Attn: Debbie Younkin Interim Community Services Director RE: Merchant Agreement Amended Terms Dear Ms. Younkin, 1-866-826-8003 www.paysafe.com BY EMAIL Reference is herein made to the merchant agreement (the "Merchant Agreement"), to be entered into by and between the City of San Rafael (the "City"), Merrick Bank (the "Bank") and Paysafe Merchant Services Corp. ("Paysafe") for the purposes of credit card processing services (the "Paysafe Services"). Paysafe hereby acknowledges and agrees that the City intends to use the Paysafe Services only temporarily, for approximately ninety (90) days. Paysafe further agrees that it will indemnify and hold harmless the City from any liabilities it may incur to the Bank under section 4.04 of the Merchant Agreement, arising from or related to the City's intended termination of the Paysafe Services prior to the expiration of the three (3) year term provided in the Merchant Agreement. Sincerely, Paysafe Merchant Services Corp. By: Name: Title: q-3-lp57 Danny Chazonoff Director AL.•Y L92�'i? ?N'1`AH R rtci4j %!F 'q ; Is1 117 Ora i 1209 Orange Street 135 Crossways Park Dr. North Suite A100 Paysak Wilmington, DE 19801 PAYSAFE MERCHANT SERVICES CORP. Woodbury, NY USA 11797 ' Tel (866) 826-8003 Merchant Application Merchant Services Division • Merrick B`{a a�L ■fes salessupport@paysafe.com Tel (800) 267-2256 Please read this entire document. Complete every section that applies to you based on the instructions provided. This application must be signed and dated. Merchant Documentation Reauired • For all merchants processing $50,000 or less monthly ❑ Signed and completed merchant application form with personal guarantee ❑ Void check showing legal name and company address/letter from financial institution confirming bank details, or deposit slip and starter check ❑ Articles of incorporation ❑ Completed MOTO/Internet Questionnaire ❑ If applying for e-commerce, website must be fully functional and must contain, at a minimum: Secure Payment Page, Return/ Refund Policy, Terms and Conditions, Privacy Policy, Shipping Policy, Currency of Transaction, Contact Information and a complete description of goods/services sold. You must also include a non -expiring user name and password. ❑ 501(c) for non-profit organizations, if not available online ❑ If MOTO, copies of any brochures, ads, or catalogs, as applicable, and a complete description of your business model, including but not limited to target market, advertising, description of goods and services being sold, return policy, and a description of how orders are placed, processed, and fulfilled • For merchants processing over $50,000 a month, the following additional information Is required: ❑ Three consecutive months' processing statements dated within the last 90 days ❑ Most recent financials or corporate tax returns ❑ Two (2) years of personal financial statements and tax returns for all principals (only for sole proprietorship or partnership) PLEASE NOTE: • Each item listed above is required before your application can be accepted. • Once the application has been completed and signed and the required documentation gathered, please email or fax the complete package to: • salessupport@paysafe.com • 1-800-458-8433 NOTES/ EXCEPTIONS: This section is reserved for Sales Representative use only. SANK DISCLO Member Bank Information: Merrick Bank, 135 Crossways Park Drive North, Woodbury, NY 11797 • (800) 267-2256 Merchant Information: Refer to Merchant Application Important Bank Responsibilities: Important Merchant Responsibilities: 1. Merrick Bank Is the only entity approved to extend acceptance of Visa products directly to a Merchant. 1. Ensure compliance with cardholder data security and storage requirements. 2. Merrick Bank Is responsible for educating Merchants on pertinent Visa Operating Regulations with which Merchants 2. Review and understand the terms of the Merchant Agreement. must comp Y. 3. Maintain fraud and chargebacks below thresholds. 3. Merrick Bank Is responsible for all funds held in reserve that are derived from settlement. 4. Comply with Visa Operating Regulations. 4. Merrick Bank Is responsible for and must provide settlement funds to the Merchant. 5. Merrick Bank must be a principal (signer) to the Merchant Agreement The rTgonselt llties listed a ve do not supa dortgrm of Merc. nt Agreement and are provided to ensure the Merchant understands some Important obligations of each party and that the Visa Member - Merrick Bank - Is the ultimate auth r should.the M ha t have probl s. _ sy—. ! —17 Merchant's Signature:. Date: v.08262016 1 of 5 Initial Here i 1209 Orange Street 135 Crossways Park Dr. North Suite A100 t� Wilmington, DE Street pAYSAFE MERCHANT SERVICES CORP. Paysafe Tel (866) 826-8003 Merchant Application MerchanWoodbury,NY USA 11797 Services Division • Merrick T ,/ ��1 BL�i salessupport@paysafe.com Tel (800) 267-2256 ICl\ a� BUSINESS Merchant Name (DBA or Trade Name) CITY OF SAN RAFAEL ]IN FORMATION Corporate Legal Name (If different) Location Address 618 B STREET I Corporate Address (If different) 1400 STH AVENUE, SUITE 204 City SAN RAFAEL State CA Country USA Z;p 94901I Cit, SAN RAFAEL State CA Country USA Zip 94901 p--. Contact Name DEBBIE YOUNKIN Contact Email debble.younkin@cityofsanrafael.org Contact Telephone* 415-485-3333 Contact Fax # 415-485-3186 I415-485-3333 Customer Service # Technical Contact Telephone # 415-485-3118 I Technical Contact Email Address rochelle.grechman-dibley@cityofsanrafael.°rg Information to Appear on Cardholder's Statement (M.. 25 h... rs, Induding phone numb.rand spaces) Federal Tax # 94-6000424 Business Name CITY OF SAN RAFAEL Company Web Site Phone # (if applicable) Monthly Payment Card Volume 500,000.00 Average Ticket Amount ; 350.00 Highest Ticket Amount 10,000.00 Does This Low Ion Currently Take Payment Cards? Will You Be Keeping Your Account? No Yes �No ff es Reason for Leaving Current Processor? NEW SOFTWARE Do You Need the Ability to Process Recurring Transactions? QNomYes Fully Describe the Product or Service Being Offered. COMMUNITY RECREATION SERVICES Years In Business 40 ..__ Years Processing (If different) 15 ... Ownership [:]Corporation [3Individual/Sole Proprietor Partnership ❑Publicly Traded E]Govemment ❑Non -Profit 501-C, CA (Must provide or other proof) []LLC State: .... __ Principals (Must equal at least 51% of ownership) First Name Middle Last Name % Ownership SSN Driver's License Titl- Date of Birth (dd/mm/yy) Home Address rlty State Countnr Zip Home Phone Cell Phone Email Address First Name Middle_. Last Name % Ownership_— SSN Driver's License Title Date of Birth (dd/mm/yy) Home Address Ohl State Countnr Zip Home Phone Cell Phone Email Address Have Merchant or Owners/Principals Ever Had a Processing Agreement Terminated by a Bank? mNo [3Yes Reason for Termination Have Merchant or Owners/Principals Ever Filed For D Business Bankruptcy 11 Personal Bankruptcy If Yes, Indicate Year Depository Bank Account Information Attach voided check for the account listed Name # Other DISCOVER Key Supplier References (List two contacts below) Method of Card Acceptance (Total must equal 100%) Tr -ad" Name Contact # Credit Card Swiped % MOTO 100.00 % Intemet % Trade Name Contact # If MOTO or Internet, will you be using a non-Paysafe gateway? If so, please name: Complete section below if you will be using a POS processing terminal or a payment application software Equipment Status (Select one) Merchant Type (Select one) Equipment Type Model Code and Name or P Purchase L Lease Qty Re Restaurant L Lodging Payment Application Name Unit Price w/o Tax C Customer Owned Terminal, PIN Pad, Software, etc. S Supermarket T1 MjL� fCCar Rental R Retail rq r CC1 Z 0 ® Payment Application Version Number Dial Access Code& [3 B [aNone (0Other (Spedfy ) Processor/Network ®ISYS/Vital JMCardSystems ©Global 100ther (SpecIN ) Additional Comments Training []Paysafe Sales Rep Best Time to Call..m .m ET (P'ease provide detalls If you arc using an Integrated POS system, Including the version of the payment appl,cacon In use.) Site Inspection Merchant QOwns C311ents Based upon your review, does the Merchant have the appropriate facilities, equipment, nventory, personnel Building Type and license or permit to operate their business? C3N° mYes Shopping centerm Office Building [3Industrlal Building Q Residence Est mate Square Footsa a Inspector Comments E3a-500 L.I501-2500 2501-5000 m 5001+ By signing here, inspector Is certifying he/she has visited the location and Information provided Is true and correct to the best of his/her knowledge: Inspector Name Inspection Date Signature v.08262016 2 of 5 Initial Here PaysaI1209 Orange Street 135 Crossways Park Dr. North Suite A100 / Wilmington, DE 19801 PAYSAFE MERCHANT SERVICES CORP. 'a.�I� feWoodbury, A 11797 Tel (666) 826-8003 Merchant Application MerchantServicesDivisi n • Merrick Bank salessupport@paysafe.mm Tel (800) 267-2256 Important Information about Procedures for Opening a New Account: To help the government fight the fund.ng of terrorism and money laundering activities, Federal law requires all financial Institutions to obtain, verify, and record Information that Identifies each person who opens an amount. What this means for you: When you open an amount, we will ask for your name, address, date of birth, and other Information that will allow us to Identify you. We may also ask to see your driver's license or other Identifying documents By executing this Merchant Application on behalf of the merchant described above ("Merchant"), the undersigned Indlv:dual(s) represent(s), warrant(s), and acknowledge(s) that: (1) All Information contained In this Merchant Application ("Application") Is true, correct and complete as of the date of this Application; (II) If the Merchant Is a corporation, limited liability company, or partnership, the Individual(s) executing this Applica- tion has/have the requisite legal power and authority to complete and submit this Application on behalf of the Merchant and to make and provide the acknowledgements, authorizations and agreements set forth herein on behalf of the Merchant and Individually; (III) The Information contained In this Application Is provided for the purpose of obtaining, or maintaining, a merchant amount for the Merchant with the Sponsor Bank ("BANK") and BANK shall rely on the Information provided herein In Its approval process and In settling the applicable Discount Rate, Approved Average Ticket, and Approved Monthly Card Volume; (iv) BANK Is author- ized to Investigate, either through Its own agents or through credit bureaus/agencies, the credit of the Merchant and each person listed on this Application;- (v) BANK will determine all rates, fees and charges and notify Merchant of the approved fees and by Merchant's submission and acceptance of Merchant's first settled transaR;on, Merchant agrees to pay such approved fees; (vi) The Merchant Agreement (defined below) shall not take effect until Merchant has been approved by BANK and a merchant number has been Issued to merchant; and (vii) he/she has received, read, and understood, the terns and conditions set forth at Www,�yn .00[linahh � d.com/reoasitorv/aoreements/Merrick Terms and Condinons.odf, as they may be amended from time to time (the "Terns and Conditions', and together with the Merchant Application, "the .c ad! Ag .l." I �dhb agrees on behalf of the Merchant to be bound by the terms of such Merchant Agreement. As provided In Section 4.01 of the Terms and Conditions, the term of this Agreement shall be three (3) years; Merchant may terminate this Agreement, In accordance with the procedures of Section 4. 01, without cause or penalty within 45 days after the Agreement becomes effective, after which time termination or abandonment of the Agreement without cause may result in assessment of Early Termination Fees. The Merchant an whose behalf this Application Is being submitted acknowledges that this Application Is being submitted to Merrick Bank as the Sponsor Bank by Paysafe Merchant Services Corp. ("ISO) which shall be a party to this Merchant Agreement. Merchant acknowledges that ISO and Bank shall rely on the representations and warranties set forth In this Application for Merchant Agreement and unless otherwise specified or prohibited by Association or applicable law, ISO shall have all the rights of BANK under this App'lcaton and Agreement. -In the event that an Individual listed on this appl:catlon Is a Canadian resident, Paysafe Merchant Serv.ces Inc. sha'I have the authority to make any Inquiries with any third party we consider necessary to confirm your registration with us. This Includes your authorization to order a credit report and verifying the Information you provide against third -party databases. In the case of US residents, Paysafe Merchant Services Corp. shall have this same authority, Including your authorization to order a credit report. Merchant Bank pursuant to the terms i Principal #1 Title By Title Principal Name lata Name Date Principal #2 Title ISO ereby approved and adopted In the form Principal Name Date By Title By signing above Merchant further acknowledges that they have read, understand and agree to be bound Name Date by the terms of PCI Compliance as described on this site: www.visa.com/cisp. Is/are hereby authorize a appropriate officer(s) of the Company CONTINUING• • •N — PERSONAL GUARANTOR member/general partne By signing below, each Individual or entity ("Guarantor") Jointly and severally (if there Is more than one Guarantor) and unconditionally quarentem to ISO and BANK the nrrv.lpt payment and full and complete perfor- mance of all obllgations of thn Mo h- t,te^.in..t ­ .... ... payable by the Mercha additional certificates.-• ints of the Merchant,and all amounts BANK can demand pert name an the date hereof; (11) the signature appearing opposite his or her name Is the genuine signature of Is means, among other things, that ISO or this guaranty will not b (collectively, the Documents) on behalf of the Company; and (iv) each such Officer, acting hrantor agrees that his or her liability under agrees [o changes or (4) any law, regulationn t Q uptcy proceedings; (2) either ISO or BANK rbligatlon under the Merchant Agreement; hat may affect the rights of either ISO or BANK against the Merci 1� � •� any applicable Statute • /1 ��� out losing such rights and hereby waives itor or from any security held by the BANK; and (c) such Guarantor cement this Guaranty, there Is a lawsuit, and : or whether or not ed by a principa: or affiliate of Merchant. Principal #1 _ Print Name Corporate "Company), do hereby certify as follows: The following resolutiol Merchant Agreement' enter Into a Merchant Agreement (the "A"; pursuant to the terms i d hereto as WHEREAS, ers; WHEREAS, pursue inchas the Co[ tom nd (b)s made by the Company's custom and (b) Bank may require the Company direct certain funds reh security Interest In the execute Instruments evidencing Bank's strict requirements can Company Is required to comply with ement by and among the Company, Bank and ISO, pursuant to w ereby approved and adopted In the form attached to these resole ;Ing the same to be completed; and RESOLVED FURTHER, ti by the Company will be it Into which funds from t card sales ment; RESOLVED FURT the provisions of the Merchant Agree- Is/are hereby authorize a appropriate officer(s) of the Company Into such additional agr :mpany Is/are hereby authorized to enter member/general partne URTHER, that the Secretary/managing certifying a copy of the! Signatures of such officers, and (III) --••-- -r - ••^� ••••• ^..��� �­yuianyo uheretrt, and Is hereby authorized to rely on any such additional certificates.-• 2. Each person listed below (an "Officer) (1) holds the office In the Company Indicated opposite his or her name an the date hereof; (11) the signature appearing opposite his or her name Is the genuine signature of each such officer; (III) each such Officer, acting Individually, Is authorized to execute and deliver the Merchant "Transaction Agreement and each of the agreements and documents contemplated by the Merchant Agreement (collectively, the Documents) on behalf of the Company; and (iv) each such Officer, acting Individually, Is authorized to perform the Company's obligations under the Transaction Documents on behalf of the Company. 3. Name OBicer Title Signature In Witness Whereof, I have executed this Certificate this day of 20. Sign Corporate Secretary and Print Officer Title v.08262016 3 of 5 Initial Here 1209 Orange StreetPAYSAFE MERCHANT SERVICES 5 Crossways Park Dr. North Suite A100RM CORP.. Paysafe W Imington, DE 19801 Tel (866) 826 8003 Woodbury, NY LISA 11797 Merchant Application Merchant Services Division • McCTIC� Bank salessupport@paysafe.com Tel (800) 267-2256 .lam Blended Discount Rates Ecommerce/ MOTO SCHEDULE Retail Per Transaction Fees Ecommerce/ Retail Qualified' 199 % % visa/ mt-/uiscover MOTO 0.20 rrhese fees are for all submitted authorizations) $ $ Mid -Qualified' 2.99 % % Visa/MC/Discover MID-Qualified3 $ $ Non-Qualified4 2.99 % % Visa/MC/Discover Non-Qualifieds $ Bundled Rate6 % % Amex �$ $ Ij Offline/Debit Card NA % Debit/AMT (PIN Based) NA $ EBT NA $ 3D Secure $ NA Set-up Fees Ecommerce/ Retail Other Fees (If applicable) Ecommerce/ Retail MOTO MOTO Application (Nan -refundable) $ 0.00 $ Per Chargeback ($ 25.00 $ Recurring Billing Setup $ 0.00 NA Per Chargeback Reversal IJP 10.00 $ 10.00 Mobile POS Comm. Service Setup NA S Per Retrieval Request 0 10.00 $ 10.00 Amex Application Handling $ 0,00 $ Per Authorization INA $ Per Voice Authorization INA $ Monthly Fees Ecommerce/ Retail Per ACH MOTO i i NA Account Maintenance $ 10.00 �$ Per failed ACH NA Online Reporting $ 0.00 �$ Per Transaction Address Verification Service �$ $ Minimum Processing $ 0.00 �$ Per Secure Gateway Transaction NA Secure Gateway $ 0.00 �$ Per Mobile Terminal Transaction NA $ Recurring Billing $ 0.00 NA Per Transaction Batch NA $ Statement NA $ Annual Membership $ Mobile Terminal Service NA $ Annual Equipment Warranty NA $ Paysafe Merchant Club NA $ Other, Specify: $ Discount Fee for Monthly Charges NA % Special Terms: SCHEDULE B — CARD, SERVICE AND EQuipMENT/SoFrWARE As of the date of this Agreement, Merchant has requested and Bank has approved Merchant's use of the following services: • Authorization services for Visa, MasterCard, Discover, American Express, Diners Club, and ]CB • Transaction processing services for Visa, MasterCard, and Discover • Cardholder Address Verification Merchant hereby authorizes Paysafe Merchant Services Corp. to apply for American Express merchant accounts on their behalf. Merchant shall be subject to the re- spective terms and conditions (including but not limited to fees and charges) of the American Express agreements related to the processing of those card brands. The services provided by the Authorization Center will be available to Merchant 24 hours a day, 7 days a week. Every effort will be made to keep the system operational except for normal maintenance, which will occur during normally off-peak hours. 1.Lt: t- — &IESERFES, bECIRITt JLrEPOSIT,A. FRANSACTION SETTLEMENT RESERVES Following the seventh (7th) month of operation (and every month thereafter) the reserves generated from the first (1st) month of operation (and every month there- after) will be forwarded to the Merchant. Unless otherwise required by Bank, the amount of the Reserve Account shall by 0.00 % of the total of all approved and settled Transactions, over the previ- ous six (6) month period, unless Increased in accordance with Section 3.05 and this Schedule. In the event of termination, all reserves shall be held until the beginning of the 7th month, rather than repaid each month. The amount of the Reserve Account shall be amended If the percentage of Chargebacks exceeds 1% of overall processing volume. TRANSACTION SETTLEMENT Transactions will be settled (e.g., X times per week) and days (business 11 or calendar ❑ - check one) in arrears Value represents the qualified rate applied to all transactions 'Value is applied above true Interchange, assessments and bank costs for Mid -Qualified transactions, unless Indicated by checking this box, ❑ in which case It Is charged In addition to the "Qualified Rate" for any Mid -Qualified transactions 'Charged In addition to the "Per Visa/MC/Discover Transaction Fee' for any Mid -Qualified transactions 'Value is applied above true Interchange, assessments and bank costs for Non -Qualified transactions, unless Indicated by checking this box, ❑ In which case It Is charged In addition to the "Qualified Rate" for any Non -Qualified transactions °Charged in addition to the "Per Vlsa/MC/Discover Transaction Fee" for any Non-Quallfled transactions 6Value represents discount rate to be charged on all transactions, regardless of qualificatlon level v.08262016 4 of 5 Initial Here i1209 Orange Street135 Crossways Park Dr. North Suite A100 Paysafef Wilmington, DE 19ea1 FAYSAPE MERCHANT SERVICES CORP. Woodbury, NYUSA 11797 p L BankTei (866)1326-8003 Merchant Application Merchant Seryices Division • Merrick B saiessupport@paysafe.com Tel (800) 267-2256 '.)TO/INTERNET OttESTTC 1. Will you accept payment for products/services on your Web site?Yes [:]No ❑I do not have a Web site. If No, go to 2. Otherwise, provide the name of your SSL provider (e.g., Verisign, Thawte, Entrust, Other - specify) 2. What % of your products/services will be sold/delivered in the following markets (total must equal 100%)? North America 10012 % Europe % Other Markets % 3. What percentage do you sell to Business 10.00 % Consumers 90.00 4. Briefly outline your return policy. mGreater than 30 Days❑Less than 30 Days [:]No Returns❑Other (Please Specify) If No Returns, why are refunds not provided? (If no refunds, go to 9) 5. What percentage of refunds (to your total monthly sales) is usual? 2.00 /o. How many days does a refund usually take? 20 days 6 Do you refund 100% of the purchase price?❑YesQNo If No, please provide further details. WITHDRAWAL FEE 7. Describe in detail products/services sold, Including pricing. use separate sheet irnecessary. COMMUNITY SERVICES, CHILD CARE 8. When do you charge the customer? ❑Shipment/completion of Service QOrder 9. In the case where a product is shipped, is the shipment traceable?QYes [:]No Is a delivery receipt requested?❑Yes QNo 10. Please state the normal "turnaround time" from when you receive the order to the customer receiving the goods/services. N/A 11. Do you take advance deposits (a percentage of the full value or a fixed part -payment paid in advance)?QYes ❑No If Yes, what % of the final price is paid as a deposit? 100.00 % What fixed deposit is taken? $ 12. Where is your product warehoused? Address 618 B STREET Cit, SAN RAFAEL State/Zip CA/94901 13. Do you own the product/inventory at the time of sale? oyes❑No 14. Are there any other companies Involved in accepting, shipping, or fulfilling the service or product or the billing of the customer? ❑YesONo If Yes, who are they and what do they do? use separate sheet lfnecessary. 15. How do you advertise? (Catalogs, magazines, TV, Internet, etc. List all that apply. CATALOG, WEBSITE 16. Who enters credit card information into the processing system? ❑Consumer❑Fulfillment Center ❑Merchant❑Other 17. Is your processing seasonal (mild fluctuations can be answered as "No")? []Yes [Z]No If Yes, please check the busiest months. Jan ❑ Feb ❑ Mar ❑ Apr ❑ May ❑ June ❑ July ❑ Aug ❑ Sept ❑ Oct ❑ Nov ❑ Dec ❑ days. 18. Do you take payments for memberships, subscriptions, or packages?❑Yes [-]No If Yes, please provide the usual breakdown of transactions (by % of total sales) and their respective price points. Membership/Subscription Period Package (e.g., 10 credits or 5 passes) Price Point Percentage of Sales Weekly j—j Monthly Q I Quarterly 11 Slx-Monthly n Annually 11 Other [] 19. If packages or memberships are sold, what is the average amount of time it takes a customer to use up their package? 20. If memberships or subscriptions are sold, how do you manage the recurring payments? ❑Paysafe's RB Module W10ther 21. Do you want to capture the Consumer Billing Address (AVS) on any of your transactions? ❑Yes [Z] No a) If Yes, In the case where there is no AVS match, would you like us to decline the transaction or send you the response so that you can make the appropriate decision? [-]Decline ❑Send Response 22. Do you want to capture the Card Validation Value (CW) from the back of the card on any of your transactions? ®Yes [:]No a) If Yes, we will decline the transaction if the CVV value does not match. 23. Do you want to perform Verified by Visa or MasterCard SecureCode with any of your transactions? W]Yes [:]No a) If No, are you interested in implementing this fraud mitigation tool through Paysafe? ❑Yes ®No v.08262016 5 of 5 Initial Here Paysafe PAYSAFE MERCHANT SERVICES CORP. E -Check Application 1209 Orange Street Wilmington, DE, 19801 Tel (866) 826-8003 sa lessu pport@ paysafe.com Please read this entire document. Complete every section that applies to you based on the instructions provided. This application must be signed and dated. ❑ Merchant application and agreement, signed and dated ❑ One piece of ID for each ultimate beneficiary/principal ❑ Void check showing legal name and company address, or letter from financial institution confirming bank details, or deposit slip and starter check ❑ Completed MOTO/Internet Questionnaire ❑ If applying for an e-commerce account, Web site(s) must be fully functional and must contain, at a minimum: Secure Payment Page, Return/Refund Policy, Terms and Conditions, Privacy Policy, Shipping Policy, Currency of Transaction, Contact Information, and a complete description of goods/services sold. A list of all Web site URLs that will be accepting electronic checks must be pro- vided and you must also include a non -expiring user name and password for each site. ❑ If applying for MOTO, copies of any brochures, ads, or catalogs, as applicable, and a complete description of your business model, including but not limited to target market, advertising, description of goods and services being sold, return policy, and a description of how orders are placed, processed, and fulfilled ❑ If applicable: • Copies of any legal agreements between your business and vendors providing content, products, and other fulfillment and ship- ping services • Copies of any scripts used by call centers or verification departments as well as call center training materials, including proce- dural manuals and operational flows PLEASE NOTE: Each item listed above is required before your application can be accepted. Once the application has been completed and signed and the required documentation gathered, please email or fax the complete package to: • salessu pport@ paysafe. cam 1-800-458-8433 INOTES/EXCEPTIONS: This section is reserved for Sales Representative use only. v.121216 1 of 4 Initial Here PAYSAFE MERCHANT SERVICES CORP. 1209 Orange Street Paysafe Wilmington, DE, 19801 E -Check Application Tel (866) 826-8003 saieesupport@paysafe.com BUSINESS INFORMATION Merchant Nameor Trade Name) CITY OF SAN RAFAEL ( ) Corporate Legal Name (If dlRerentI 618 B STREET 1400 5TH AVENUE Location Address Corporate Address (If different) City SAN RAFAEL State CA _ Country USA Zip 94901 City SAN RAFAEL State CA _ Country USA Zip 94901 Contact Name DEBBIE YOUNKIN I Contact Email debbie.younkin@cityofsanrafael.org Contact Telephone # 415-485-3333 Contact Fax # I 415-485-3186 P Customer Service # 415-485-3118 rochelle.grechman-dlbley@cityofsanraf�y Technical Contact Telephone # Technical Contact Email ly 94-6000424 Information to Appear on Account Holder's Statement FederalTax # Company Web Site Business Name (tt,.imom m,h.on.rq (If applicable) (Your customs s,mn ph,,. , i, .u, .pp.,d,d. If B"Inau Homo not imidud, nrat 10 .h,r„ora of y.ur [18A.—W.) u.,d.l Do you have or have you ever had ACH processing? [jNo 0Yes Average Echeck Amount Name of ACH processor TSYS Monthly Echeck Volume $ 592.00 Have you ever had your ACH processing terminated? R]No❑Yes $ 80,000,00 Highest Echeck Amount If Yes, please explain in detail. # 1,500.00 What is the highest percentage of returns you have had in any given month? What Is the highest percentage of R10s you have had In any given month? % Do You Need the Ability to Process Recurring Transactions? Fully Describe the Product or Service Being Offered. []No Wes COMMUNITY RECREATION SERVICES, CHILD CARE Years In Business 40 Years Processing (If different) 20 Ownership ❑Corporation []Indlvldual/Sole Proprietor ❑Partnership [:]Publldy Traded RIGovemment ❑Non -Profit (Must provide 501-C, or other proof) []LLC State:. . Principals (Must equal at least 510/a of ownership) First Name Middle Last Name % Ownersh p SSN Driver's License Title Date of B rth (dd/mm/yy) Home Address. __.. C br State Co ntry Z p Home Phone Cel Phon- Ema I Address First Name Middle Last Name % Ownership SSN Driver's License Titi- Date of Birth (dd/mm/yy Home Addr— city State Country Zip Home Phone Cel Phone Email Address Have merchant or awners/pdnc pals ever had a processing agreement terminated by a bank? DO Wes If Yes, reason for termination Have merchant or owners/pr nclpals ever been Investigated by the U.S. FTC, State Attorney's Office, or Consumer Affairs concerning Its business practices? 11 No❑Yes If Yes, please explain. Have merchant or owners/p c pals e e le for DBusiness Bankruptcy Personal Bankruptcy If Yes, Indicate Year Depositary Bank Account Information Merchant Marketing Method % (Enter all that apply; must equal 100%) Attach voided check for the account listed Name Inbound Telephone Order 50 % actions to said account. Outbound Telephone Order % v. 121216 2 of 4 Initial Here PAYSAFE MERCHANT SERVICES CORP. 1209 Orange Street Paysafe Wilmington, DE, 19801 E -Check Application Tel (666) 926-9003 salessupport@paysaN.com ^r.w� ON ANn I By signing below, I certify that I have read and do fully understand the terms hereof and the a -check terms and conditions set forth at www.suo0ort.ootimaioavments.com/reD,.sitorv: aq-eements, Direct Dei,:t Aqreement USD.Ddf, as they maybe updated from time to time (the "Terms and Conditions", and collectively with this E- Check ap l I , the "Merchant Agreement"), and I accept the Merchant Agreement as stated. Principals i(� b yI I l 1, Principal 1 Signature / Date b '• Principal 1 Name MARK MOSES Title t'irva_re _%�h (Wru' Principal 2 Signature Date Principal 2 Name Title By signing below, each individual or entity ("Guarantor") jointly and severally (If there is more than one Guarantor) and unconditionally guarantees to Paysafe Merchant Services Corp. ("Paysafe" or "us") the prompt payment and full and complete performance of all obligations of the Applicant identified above under the Merchant Agreement, as amended from time to time, including, without limitation, all promises and covenants of the Applicant, and all amounts payable by the Applicant under the Merchant Agreement including, without limitation, charges, interest, costs and other expenses, such as legal fees, court costs and other costs. This means, among other things, that Paysafe can demand performance or payment from any Guarantor if the Applicant fails to perform any obligation or pay what the Applicant owes under the Merchant Agreement. Each Guarantor agrees that his or her liability under this guaranty will not be limited or canceled because: (1) the Merchant Agreement cannot be enforced against the Merchant for any reason, Including, without limitation, bankruptcy proceedings; (2) Paysafe agrees to changes or modifications to the Merchant Agreement, with or without notice to Guarantor; (3) Paysafe releases any other Guarantor or the Merchant from any obligation under the Merchant Agreement; (4) any law, regulation, or order of any public authority affects the rights of either Paysafe or Applicant under the Merchant Agreement; and/or (5) anything else happens that may affect the rights of Paysafe against the Applicant or any other Guarantor. Each Guarantor further agrees that: (a) Paysafe may delay enforcing any of Its rights under this guaranty without losing such rights and Guarantor hereby waives any applicable statute of limitations; (b) Paysafe can demand payment from such Guarantor without first seeking payment from the Applicant or any other Guarantor; and (c) such Guarantor will pay all court costs, legal fees, and other costs Including collection costs Incurred by Paysafe in connection with the enforcement of the Merchant Agreement or this guaranty, whether or not there is a lawsuit, and such additional fees and costs as may be directed by a court. If the Applicant Is a corporation or limited liability company, this guaranty must be executed by a principal of Applicant. Guarantors Guarantor 1 Signature Date Guarantor 1 Name Title Guarantor 2 Signature Date Guarantor 2 Name Title In witness whereof, the Parties have signed on this day of 20 (the "Effective Date"). Paysafe Management Signature Title Paysafe Management Name Date (NOT VALID UNTIL SIGNED BY MANAGEMENT OF PAYSAFE MERCHANT SERVICES CORP.) Important notice before signing this application The signer hereby authorizes Paysafe to verify any Information herein provided by the Applicant In response to the questions contained In this document and all exhibits and support - Ing documents provided. Paysafe specifically is authorized to use personal Information provided to obtain credit reports from authorized credit reporting agencies, You hereby author- ize us to record any conversation between us and you without further notice. Investigations, consumer credit reports, and reference checking, or other reasonable and legal means of Investigation, may require verification by third parties to confirm information provided by Applicant and Applicant hereby authorizes Paysafe to undertake such verifications without further notice to the Applicant. The results of such Investigation remain the sole property of Paysafe. Paysafe will notify you If and when such costs will be Incurred and you will be given the option of withdrawing the application. BY SUBMITTING THIS APPLICATION, APPLICANT CONSENTS TO INQUIRIES BY PAYSAFE OF CREDIT REPORTING AGENCIES AND OTHER THIRD PARTIES REGARDING CLIENT, GUAR- ANTOR(S), AND ANY PRINCIPALS OF SAME FOR PURPOSES OF THIS AGREEMENT AND EVALUATION OF WHETHER TO OFFER APPLICANT PROCESSING AND RELATED SERVICES. Warranties of Signing Parties The signing party above warrants that each of the principal owners, who collectively have majority voting control of shareholdings of the merchant company, and the chief executive officer or managing director of the merchant company have reviewed the responses In this Application and Its exhibits and supporting documents and have found no erroneous or misleading information. The signing party hereby makes the above warranties on all pages and documents submitted and In all oral statements made to Paysafe and attests the Information submitted to Paysafe Is accurate to the best of his or her knowledge as of the date of signature(s). SERVICE FEES AND SETUP INFORMATION Rate 0.00 % Monthly Minimum $ 0.00 Monthly Admin Fee $ 10.00 Transaction Fee $ 0.14 Returned Items Fee $ 2.50 Setup Fee $ 0.00 NOC Non -Compliance Fee* $ 0.00 Unauthorized Returned Item Fee $ 10.00 Representments of Returned Checks First Only Security Deposit $ 0.00 Rolling Reserves 0.00 % Reserve Duration (months) 0.00 # Times Paid Weekly Banking Days In Arrears Other *Notification of Change (NOC) Non-Compllance Fee will be assessed for each correction required for submitted ACH transactions containing Incorrect data despite receiving the Notice of Change report containing the corrections. SCHEDULE A — RULES OF VARIOUS FINANCIAL INSTITUTIONS The Client's Web site shall Include the following Information: Return/refund policy clearly posted Complete and accurate description of the goods or services offered Customer service contact, Including electronic mail address or telephone Recommendation to check -writers that they print out (or save to a file) all transaction number records, cancellation policies, and client policies . Export restrictions (If applicable) Provide rules cancellation or return polldes . Delivery policy SCHEDULE•ADDENDUM The Client agrees to the following: To not process any transactions from third -party Web sites for which Client does not control the payment page or products being sold To not process any transactions for which Client does not directly or contractually control the fulfillment of goods or services Payment Is based on Client providing shipping tracking numbers to Paysafe, as may be required by Paysafe, at the time of settlement through Paysafe's API. Failure to provide tracking numbers will result in payments being held or fines being Imposed by Paysafe. v.121216 3 of 4 Initial Here Paysafe pAYSAFE MERCHANT SERVICES CORP. E -Check Application :)TO/INTERNET OtIESTTC 1209 Orange Street Wilmington, DE, 19801 Tel (856) 826-8003 salessupport@paysafe.com 1. Will you accept payment for products/services on your Web site?EYes❑No❑I do not have a Web site. If No, go to 2. Otherwise, provide the name of your SSL provider (e.g., Verisign, Thawte, Entrust, Other — specify) 2. What % of your products/services will be sold/delivered in the following markets (total must equal 100%)? North America 100.00 % Europe % Other Markets 3. What percentage do you sell to Business 10.00,% Consumers 90.00% 4. Briefly outline your return policy.E Greater than 30 Days []Less than 30 Days ❑ No Returns❑Other (Please Specify) If No Returns, why are refunds not provided? (If no refunds, go to 9) 5. What percentage of refunds (to your total monthly sales) is usual? 2.00 %. How many days does a refund usually take? days 6 Do you refund 100% of the purchase price?❑YesENo If No, please provide further details. LESS FEES 7. Describe in detail roducts services sold Including ricin use se aratesheetifnecessa COMMUNITY SERVICES, CHILD CARE P / 9 P 9• p ry• _ B. When do you charge the customer? ❑Shipment/completion of Service [Z] Order 9. In the case where a product is shipped, is the shipment traceable?EYes []NO Is a delivery receipt requested? ❑Yes ENO 10. Please state the normal "turnaround time" from when you receive the order to the customer receiving the goods/services. 11. Do you take advance deposits (a percentage of the full value or a fixed part -payment paid in advance)? Eyes❑No If Yes, what % of the final price is paid as a deposit? 300,00 % What fixed deposit is taken? $ 12. Where Is your product warehoused? Address 618 B STREET City SAN RAFAEL State/Zip 94901 13. Do you own the product/inventory at the time of sale? Eyes ❑No 14. Are there any other companies Involved in accepting, shipping, or fulfilling the service or product or the billing of the customer? ❑ Yes[Z]No If Yes, who are they and what do they do? use separate sheet ifnecessary. 15. How do you advertise? (Catalogs, magazines, TV, Internet, etc. List all that apply.) WEBSITE, CATALOG 16. Who enters electronic check information Into the processing system? ®Consumer ❑Fulfillment Center[] Merchant[:] Other 17. Is your processing seasonal (mild fluctuations can be answered as "No")? ❑ Yes ❑ No If Yes, please check the busiest months. Jan ❑ Feb ❑ Mar ❑ Apr ❑ May ❑ June ❑ July ❑ Aug ❑ Sept ❑ Oct ❑ Nov ❑ Dec ❑ days 18. Do you take payments for memberships, subscriptions, or packages? []Yes END If Yes, please provide the usual breakdown of transactions (by % of total sales) and their respective price points. Membership/Subscription Period Package (e.g., 10 credits or 5 passes) Price Point I Percentage of Sales 1 Weekly 1 Monthly I � Quarterly Lj I Six -Monthly Annually � Annually Other 19. If packages or memberships are sold, what is the average amount of time it takes a customer to use up their package? 20. If memberships or subscriptions are sold, how do you manage the recurring payments? ❑ Paysafe's RB Module ❑ Other PERFECT MIND v. 121216 4 of 4 Initial Here Vic., P/ �_ /Cu CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Community Services Project Manager: Debbie Younkin Extension: ext 3347 Contractor Name: Paysafe Merchant Services Corp Contractor's Contact: Maranda Bell; 1 514 380 2700 ext. 2808 Contact's Email: Maranda.Bell@paysafe.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED DEPARTMENT DATE 1 Project Manager a. PINS notice sent N/A b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 7/19/2017 and return to Project Manager 7/19/2017 b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager I Forward three (3) originals of final agreement to Click here to contractor for their signature enter p date. 4 Project Manager When necessary, * contractor -signed agreement ,]� N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval Click here toenter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager I Forward signed original agreements to City ?hr. Attorney with printed copy of this routing form 1 6 City Attorney I Review and approve hard copy of signed V/1 /1-1 agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) '-J P- 8 City Manager/ Mayor Agreement executed by Council authorized official l 9 City Clerk Attest signatures, retains original agreement and i forwards copies to Project Manager q - 3-(,4 REVIEWER Check/Initial ® LAG ® LAG N/A El ❑■