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HomeMy WebLinkAbout2016-10-18 ResolutionPrepared by: Dave Panos, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5415 RESOLUTION NO. 16-285 RESOLUTION ACCEPTING THE WORK FOR THE ASPHALT RESURFACING PROJECT 2015 WHEREAS, the Engineering Division has recommended that the work for construction of the Asphalt Resurfacing Project 2015, as included in a contract between the City of Iowa City and L.L. Felling Project of North Liberty, Iowa, dated April 21, 2015, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Clerk's office; and WHEREAS, funds for this project are available in the Pavement Rehabilitation account #3824; and WHEREAS, the final contract price is $ 719,822.72. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 18th day of October 120 16 M OR Approved by CIWCLERK C 10��4s-[(o City Attorney's Office It was moved by sotchwav and seconded by trims the Resolution be adopted, and upon roll call there were: AYES x Pweng/masters/acptwork.00c 10/16 NAYS: ABSENT: Botchway Cole Dickens Mims Taylor Thomas Throgmorton 4d (1) P r'� WT CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org ENGINEER'S REPORT October 18, 2016 City Clerk Iowa City, Iowa Re: Asphalt Resurfacing Project 2015 Dear City Clerk: I hereby certify that the construction of the Asphalt Resurfacing Project 2015 has been completed by L.L. Pelling Company of North Liberty, Iowa in substantial accordance with the plans and specifications prepared by the City of Iowa City. The project was bid as a unit price contract and the final contract price is $719,822.72. There were three change or extra work orders for the project as described below: 1. %" Class A Roadstone (Chipseal Surface Repair Stone) $ 3,132.90 2. Blue Bird Caf6 Parking Rehabilitation $ 55,548.05 3. Mobilization and Traffic Control for Resurfacing Greenwood Drive $ 3,050.00 TOTAL Additional Costs to Original Contract $ 61,730.95 I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, / Jason Havel, P.E. City Engineer p.e glmaslere/engrptdoc 4d(1) Prepared by: Dave Panos, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5415 RESOLUTION NO. RESOLUTION ACCEPTING THE WORK FOR THE ASPHALT RESURFACING PROJECT 2015 WHEREAS, the Engi eering Division has recommended that a work for construction of the Asphalt Resurfacing Pr�ject 2015, as included in a contract be een the City of Iowa City and L.L. Palling Project of North L erty, Iowa, dated April 21, 2015, be, ccepted; and WHEREAS, the Engineer's port and the performance aryl payment bond have been fled in the City Clerk's office; and \ / WHEREAS, funds for this project\ re available in th Pavement Rehabilitation account #3824; and WHEREAS, the final contract price is $ 6,140.3 . NOW, THEREFORE, BE IT RESOLVED THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are , reby accepted by the City of Iowa City, Iowa. Passed and approved this ATTEST: CITY CLERK of MAYOR It was moved by and seconded by adopted, and upon ro} call there were: AYES: Pweng/masters/acptwork.doc 10116 20 by the Resolution be NAYS: ABSENT: Botchway Cole Dickens Mims Taylor Thomas Throgmorton ENGINEER'S REPORT October 12, 2016 City Clerk Iowa City, Iowa Re: Asphalt Resurfacing Project 2015 Dear City Clerk: I hereby certify that the construction of the' completed by L.L. Pelling Company of North l plans and specifications prepared by the City of The project was bid as a unit price contract There were three change or extra work 1. W Class A Roadstone (Chipseal 2. Blue Bird Cafe Parking RehabilitE 3. Mobilization and Traffic Control fi TOTAL Additional Costs to I recommend that the Sincerely, 4 Jason Havel, P.E. City Engineer pwenglmesterslengTt.doc � r CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org salt Resurfacing Project 2015 has been Iowa in substantial accordance with the City. I snI the final contract price is $716,140.37 Fsfor the prooj ct as described below: Repair Stone) $3,132.90 $ 55,548.05 rfacing Greenwood D ive $ 3,050.00 Contract improvements be accepted by $ 61,730.95 City of Iowa City. -Trfrfr- 4d(2) Prepared by: Ben Clark, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5436 RESOLUTION NO. 16-286 RESOLUTION ACCEPTING THE WORK FOR THE 2016 Drain Tile Project WHEREAS, the Engineering Division has recommended that the work for construction of the 2016 Drain Tile Project, as included in a contract between the City of Iowa City and Petra Excavating Inc. Wayland, Iowa, dated October 6, 2016, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Engineering office; and WHEREAS, funds for this project are available in the Stormwater account # 77770110; and WHEREAS, the final contract price is $72,175.81 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 18th day of October , 20 16 MOOR ATTEST: /l7�ic�, i Aare CITY CLERK It was moved by sotchway and seconded by adopted, and upon roll call there were: AYES: X X X X X X X Pweng/masters/acptwork.doc 10116 NAYS: Approved by G City Attorney's Office Mims the Resolution be ABSENT: Botchway Cole Dickens Mims Taylor Thomas Throgmorton Ir : L CITY OF IOWA CITY ENGINEER'S REPORT 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org October 12, 2016 City Clerk Iowa City, Iowa Re: 2016 Drain Tile Project Dear City Clerk: I hereby certify that the 2016 Drain Tile Project has been completed by Petra Excavating Inc. of Wayland, Iowa in substantial accordance with the plans and specifications prepared by the City of Iowa City Engineering Division. The project was bid as a unit price contract with an original contract price of $49,985.00. Additional locations were added to the contract, resulting in an increase in project quantities. In addition, a total of three (3) change orders were issued, resulting in a final contract price of $72,175.81. Changes to the contract price are as follows: Additional locations: $ 10,641.81 Change Order 1 — install curb and gutter sections for driveway aprons $ 6,261.00 Change Order 2 — replace damaged storm sewer intake $ 4,568.00 Change Order 3 — install ADA curb ramp $ 720.00 TOTAL: $ 22,190.81 I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, Jason Havel City Engineer MTMTI^ 4 Prepared by: Jason Havel, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5140 RESOLUTION NO. 16-287 RESOLUTION ACCEPTING THE WORK FOR THE IOWA CITY FIBER INFRASTRUCTURE SOUTH PART 2 FIBER CABLE INSTALLATION PROJECT. WHEREAS, the Engineering Division has recommended that the work for construction of the Iowa City Fiber Infrastructure South Part 2 Fiber Cable Installation Project, as included in a contract between the City of Iowa City and Advanced Electric, Inc. of Iowa City, Iowa, dated September 24, 2015, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Engineer's office; and WHEREAS, funds for this project are available in the S. Wastewater Fiber Repair/Redundant Path account # 14722; and WHEREAS, the final contract price is $38,750.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 18th day of October , 2016. MA R Approved by ATTEST: 11 ?2c� Aoc /c pm "i &�-X, CITY CLERK City Attorney's Office 1,113/14, It was moved by sotchway and seconded by trims the Resolution be adopted, and upon roll call there were: AYES: NAYS: x x x x x x x Pweng/masters/acptwork.doc 10/16 ABSENT: Botchway Cole Dickens Mims Taylor Thomas Throgmorton ►r 1 WTq -tet...._Sk CITY OF IOWA CITY ENGINEER'S REPORT 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org October 12, 2016 City Clerk Iowa City, Iowa Re: Iowa City Fiber Infrastructure South Part 2 Cable Installation. Dear City Clerk: I hereby certify that the construction of the Iowa City Fiber Infrastructure South Part 2 Cable Installation Project has been completed by Advanced Electrical Services of Iowa City, Iowa in substantial accordance with the plans and specifications prepared by Communications Infrastructure Services Group. The project was bid as a lump sum contract and was awarded for $38,750. The final contract price is $38,750. There were a total of zero (0) change or extra work orders for the project I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, Jason Havel, P.E. City Engineer Vii- 4d(4) Prepared by: Kumi Morris, Public Works, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5082 RESOLUTION NO. 16-288 RESOLUTION ACCEPTING THE WORK FOR THE ROBERT A LEE RECREATION CENTER BOILER REPLACEMENT PROJECT 2015 WHEREAS, the Engineering Division has recommended that the work for construction of the Robert A Lee Recreation Center Boiler Replacement Project 2015, as included in a contract between the City of Iowa City and Pipe Pro Inc., of Cedar Rapids, Iowa, dated December 15, 2015, be accepted; and WHEREAS, the Engineer's Report and the performance and payment bond have been filed in the City Clerk's office; and WHEREAS, funds for this project are available in the Rec Center Annual Improvements account # R4330; and WHEREAS, the final contract price is $220,300.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT said improvements are hereby accepted by the City of Iowa City, Iowa. Passed and approved this 18th day of October 2016. M OR Approved by ATTEST:-)l1g,&f TJ .cJ CITY CLERK It was moved by Botchway and seconded by adopted, and upon roll call there were: Pweng/masters/acptwork.doc 10/16 At, i �twavz� i/ct4�e� City Attorney's Office Mims the Resolution be NAYS: ABSENT: Botchway Cole Dickens Mims Taylor Thomas Throgmorton ENGINEER'S REPORT October 12, 2016 City Clerk Iowa City, Iowa r,r 1 CITY OF IOWA CITY 410 East Washington Street Iowa City, Iowa 52240 - 1826 (319) 356 - 5000 (319) 356 - 5009 FAX www.icgov.org Re: The City of Iowa City Robert A Lee Recreation Center Boiler Replacement Project 2015 Dear City Clerk: I hereby certify that the construction of the City of Iowa City Robert A Lee Recreation Center Boiler Replacement Project 2015 has been completed by Pipe Pro Inc. of Cedar Rapids, Iowa in substantial accordance with the plans and specifications prepared by Shive-Hattery, Inc. The project was bid as a lump sum contract at $215,100.00 and the final contract price is $220,300.00 There was a change to the contract as described below: Description Amount Change Order 1 • Time and Materials to add glycol to the Boiler system $ 5,200.00 I recommend that the above -referenced improvements be accepted by the City of Iowa City. Sincerely, Jason Havel, P.E. City Engineer Prepared by: Chris O'Brien, Transportation and Resource Management, 410 E. Washington St., Iowa City, IA 52240 (319)356-5156 RESOLUTION NO. 16-289 RESOLUTION AWARDING CONTRACT AND AUTHORIZING THE CITY MANAGER TO SIGN AND THE CITY CLERK TO ATTEST A CONTRACT FOR AUTOMATIC VEHICLE LOCATION (AVL) SYSTEM FOR THE TRANSPORTATION AND RESOURCE MANAGEMENT DEPARTMENT. WHEREAS, the City of Iowa City, University of Iowa, and City of Coralville use an automatic vehicle tracking system to track buses along their routes in real-time and report that information to the public via a separate program known as Buses on the Go ("Bongo"); and WHEREAS, in the past, these three agencies have contracted for automatic vehicle tracking services with Nextbus, Inc.; and WHEREAS, the City of Iowa City issued a joint RFP with the City of Coralville and the University of Iowa for an Automatic Vehicle Location (AVL) System and on January 27, 2016 received ten proposals in response; and WHEREAS, Syncromatics Corporation, received the highest average score through the RFP evaluation process for the AVL System for the Transportation and Resource Management Department; and WHEREAS, the one-time cost for installation, hardware, etc., is estimated to be $155,000 with operating costs averaging an estimated $30,000 per year for the five year contract; and WHEREAS, the agencies will continue to use Bongo for the user interface of bus tracking; and WHEREAS, the costs for the AVL System will be paid through transit operations. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The contract for the above-named project is hereby awarded to Syncromatics Corporation, subject to the condition that the awardee secure adequate insurance certificates and complete the wage theft policy and contract compliance program documents. 2. The City Manager is hereby authorized to sign the contract, subject to approval by the City Attorney's Office, and to execute subsequent renewals as are reasonable and appropriate. Passed and approved this 18th day of ATTEST: % {� -& t/ CITY CLERK October L 20 16 Approved bJ� City,. ttorney's icee Resolution No. Page 2 16-289 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: x x ABSENT: ABSTAIN: Botchway Cole x Dickens x Mims x Taylor x Thomas x Throgmorton the r '��'- r _.® CITY OF IOWA CITY 4 SN MEMORANDUM Date: October 12, 2016 To: Geoff Fruin, City Manager From: Chris O'Brien, Director of Transportation and Resource Management Re: Transit AVL System Introduction: At the October 18, 2016 City Council meeting, consideration will be given to a resolution approving award of a contract for a transit Automatic Vehicle Location (AVL) system for the Transportation and Resource Management Department to Syncromatics Corporation. History/background: In 2010, Iowa City partnered with Coralville Transit, the University of Iowa — Cambus and University of Iowa IT Department to procure and implement a transit AVL system. At that time, the three transit agencies each entered into contracts with Nextbus, Inc. and with the University of Iowa IT Departments assistance created what became known as Bongo (Bus on the Go). This system offered a solution that provided real-time passenger information for all three transit agencies, including live maps and stop prediction data to help passengers navigate the public transit systems. This information was available via website, mobile devices, telephone and text to try and make the route information accessible to as many people as possible. In addition, there were several management tools that assisted in the day to day operations for our dispatch and supervisory staffs. These included automatic passenger counters, engine diagnostic data and on-time performance. Eventually we utilized this technology to develop a trip planning module for Bongo that could help plan transit trips across the different agencies. Discussion of Solution: A joint Request for Proposal (RFP) between the City of Coralville, University of Iowa and City of Iowa City was issued by the City of Iowa City acting as the lead agency. Proposals were received on January 27, 2016 from ten different firms that were evaluated by members of each transit agency. These ten proposals were narrowed down to the two highest scoring firms that were brought in for interviews and demonstrations. After the process was completed it was determined that Syncromatics Corporation had the highest average score and was scored the highest by all three agencies. There were several factors that led to the decision to change providers, including total cost over the five years, system functionality, ability to easily make adjustments to maps to accommodate for detours, cost of additional modules, etc. The three agencies will continue to utilize Bongo as the customer facing solution. It has always been the intent to continue to utilize Bongo so that should technologies change we have the ability to switch providers but keep the customer interaction with our services relatively the same. Financial Impact: The one-time costs to Iowa City for installation of the system, tracking hardware, software, etc. are estimated to be $155,000 with operating costs averaging an estimated $30,000 per year for the five year duration of the contract. These costs will be paid through transit operations. Recommendation: It is the recommendation of the Transportation and Resource Management Department that the contract be awarded to Syncromatics Corporation. Prepared by: Mary Niichel-Hegwood, Purchasing, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5078 RESOLUTION NO. 16-290 RESOLUTION AUTHORIZING THE RENEWAL OF THE CONTRACT FOR CREDIT CARD PROCESSING SERVICES WITH US BANK WHEREAS, the University of Iowa and the University of Northern Iowa entered into a credit card processing services agreement with U.S. Bank; and WHEREAS, the City of Iowa City can "piggyback" on this agreement in accordance with the City's Purchasing Manual; and WHEREAS, the discount rate that the City will be paying for credit card processing will be reduced from .095% to .06% and potentially as low as .05% depending on volume; and WHEREAS, the initial term of this contract is through March 31, 2021, with an option to renew for five one-year periods upon the mutual consent of the City and US Bank; and WHEREAS, over the course of the contract, and subsequent renewals, the City expects to expend approximately $400,000 per year; and WHEREAS, funds for this service are available in the financial services and charges line item in the operating budgets for Revenue, Parking, Animal Services, Housing Inspection, Landfill, Library; and WHEREAS, approval of this procurement is in the public interest. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The proposed procurement as described is approved. 2. The City Manager is authorized to take whatever steps are necessary to effectuate the renewal, and to execute subsequent annual renewals as reasonable and appropriate. Passed and approved this 18th day of October , 20 16 Approved by / ATTEST: .�`�i . �, fJ /0/////I,CITY City Ari rney's Offlice Resolution No. 16-290 Page 2 It was moved by Botchway and seconded by Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: Botchway Cole Dickens Mims Taylor Thomas Throgmorton the r �- ® CITY OF IOWA CITY 4d(6) MEMORANDUM - Date: September 20, 2016 To: Geoff Fruin, City Manager From: Dennis Bockenstedt, Finance Director Re: Contract for Credit Card Processing Services Introduction This Resolution will approve a credit card processing service contract with US Bank through March 31, 2021 and will allow the City Manager to execute five subsequent annual renewals as appropriate. This contract is through a cooperative purchasing agreement with the University of Iowa and University of Northern Iowa and will lower the City's discount rate from .095% to .06%. Background In 2012, the Purchasing Division issued a Request for Proposal for Credit Card Processing Services for the City of Iowa City. Thirteen proposals were received and evaluated by staff from the Finance Department. US Bank received the highest score and was awarded the contract for an initial three-year period with the option to renew for two additional one-year periods. In 2015, this contract was renewed for one additional year, and there is currently an option available to renew this contract for one more year to 2017. Discussion of Solution In discussions with US Bank about renewal of the credit card processing contract for one additional year, US Bank suggested that the City "piggyback" with the University of Iowa and University of Northern Iowa to obtain the benefit of the RFP process that they recently completed. Under this contract between US Bank and the universities, the. City would obtain the benefit of a group volume rate, and the current discount rate that the City is paying would drop from .095% to .06%, a decrease of 37%. This agreement also anticipates the addition of other governmental partners throughout the State which could potentially lower the discount rate even further (to a minimum of .05%) depending on the total group volume. The contract also provides for other benefits such as discounted processing equipment. The term of this agreement is to March 31, 2021 which could be extended through annual renewals to 2026. Financial Impact Over the course of this contract, we expect to expend approximately $391,000 per year for credit card processing services. Funds for the credit card processing contract are available in the financial services and charges line item in the operating budgets for the following divisions: Revenue, Parking, Animal Services, Housing Inspection, Landfill, and Library. The approximate yearly costs will be: Revenue $ 121,000 Parking $ 229,500 Animal Services $ 2,000 Housing Inspection $ 22,500 Landfill $ 9,500 Library $ 6,500 The savings is approximately $4,000 per year or approximately 1 % of the total processing costs. Recommendation The staff recommendation is to approve the Resolution to enter into a cooperative purchasing agreement with the University of Iowa, University of Northern Iowa, and US Bank for credit card processing services. Contract 1D: MEMORANDUM OF AGREEMENT Between The University of Iowa Iowa City, Iowa The University of Northern Iowa Cedar Falls, IA and Elavon, Inc, and U.S. Bank Nationai Association Version., 0.00 Amendment, 0 THIS MEMORANDUM OF AGREEMENT (hereinafter "Agreement) Is made and entered into on January 01, 2016 by and between The University of Iowa, Iowa City, Iowa, The University of Northam Iowa, Cedar Fells, Iowa; (hereinafter "University or UnlversiW and Elavon, Inc. (herelnattar "Supptierl and U.S. Bank National Association (acting as the Member). RECITALS WHEREAS, It Is the desire of the University to enter Into an Agreement with Supplier to provide The University of Iowa and University of Northern Iowa with services as outlined in this agreement, and WHEREAS, the Supplier desires to provide Merchant Card Services to the University in accordance with the terms and conditions as outlined In RFP 15472 as modified herein, and THEREFORE, In consideration of the promises and the mutual covenants contained therein, the Parties agree as follows: Unless specifically altered herein, all specitloations, requirarherns, and terms and conditions of RFP 15472, and the Suppliers responses thereto, forth the basis for and are hereby tnoorporsted into this agreement. TERM This Agreement shag begin on or about April 1, 2016 and remain In effect for 5 year(e) (for a total of 50 months), through and Including March 31, 2021 unless eadierterminated. Thereafter, the Agreement may be extended for 5 additional 12 manth pariod(s), each upon the written mutual consent of the parties, for a potential 10 year Agreement These requests to extend the agreement must be exercised at least 30 days prior to the 001ration date of the agreement. The Universities may terminate the Agreement any time within the first 60 days of the Initial contract or any and all extension pedods;ahould the Universities determine the Suppliers performance is or becomes unsatisfactory in the sole opinion of the Universities. DESCRIPTION OF SERVICES OR PRODUCTS Page 1 off i Contract ID:0000000300000000000012503 Version: 0.00 Amendment 0 As outlined in RFP 15472, as modified by the Payment Device Processing Agreement and Schedules thereto, attached as Exhibit C. THE SUPPLIER AGREES TO 1. Provide a single point managerial -level contact for the Universities to coordinate all requirements; to be the point of contact for any problems/questions that may arise; meet periodically with Universities personnel; research Information; and deliver special reports as needed or directed by the Universities related to Merchant Card Services. Suppliers Single Point Contact Person: Name: Paul Gurtner TRIO: Elavon Enterprise Account Manager Emall: paul.gurtner@elevon.wm Phone: 412-464.2714 2. Comply with all applicable Federal and State laws. 3. To possess and maintain all applicable licenses necessary to conduct business In the State of Iowa 4. Payments will be made via direct debit as set forth in the Payment Device Processing Agreement Section 5(a), attached as Exhibit C. Monthly statements will be made available via MerchantConnectto: The University of Iowa Accounts Payable Department 202 PCO Iowa City, Iowa 62242-2500 Or The University of Northern Iowa 103 Gilchrist Hell Cedar Falls, IA, 50614 5. Supplier Is an independent Supplier and shall not be considered the agent or employee of the Universities. FEE STRUCTURE OR PRODUCT PRICING As outlined In.RFP 15472 end Exhibits A, 8, and C This Agreement Including Incorporated addenda shall constitute the entire agreement between the Parties and shall supersede all previous agreements, written or oral. No modification of waiver of any provision shag be valid unless In writing and signed by the Parties. In the event any portion of this AMttrnent Is found to be Invalid or unenforceable for any reason, the remainder of the Agreement shall remain intact. That portion deemed invalid shall be amended In writing to the minimum extent neressaryto be considered valid and enforceable. The Supplier may not assign this Agreement without prior written concent of the Universities, except that the Parties agree that the tern assigned includes acquisition of the Supplier by another party as provided Page 2 of 11 Contract ID;0000000300000000000012503 Version., 0.00 Amendment., 0 in Section 15(d) of 6dliblt C. Supplier egress to provide the Universities with written notice of any assignment a minimum of thirty (30) business days prior to date of such event. This Agreement shall be governed by the laws of the State of Iowa and applicable Federal law. Either party s failure to enforce provisions of this Agreement in whole or in part will not negate the Agreement or the enforcement of provisions at a future time. The Parties ere acting herein as Independent Contractors. Nothing herein contained shall crate or be construed as creating a partnership, joint venture or Supplier relationship between any of the Parties and no Party shag have the authority to bind the other Party in any rasped. The Universities are part of the State of Iowa As a result, the Universities are limited In their lability to Indemnify another party. Accordingly, any provision herein that requires the Universities to indemnify, defend, and/or hold harmless Supplier, Eleven, and/or Member shall be interpreted and Implemented consistent with Article VII, Sedan 1 of the Iowa Constitution and Iowa Code Chapter 669. With respect to RFP 15472, the Universities agrees only to those exceptions Identified below, and only those exceptidns are binding on the parties. if not addressed below, all other exceptions taken by the Supplier in responding to RFP 16472 are rejected by the University and the original RFP language is incorporated herein. In case of any conflict between this Agreement (page 1-10), RFP 15472, and the "Payment Device Processing Agreement; this Agreement shag take precedence, followed by E)dtlbh C. Sawn, hn (Elevonf) Is a wholly-owned au iclim of U.S. Bank National Assoclatlon. Banter, a the acquirer, Is ft entry responaibro for processing payment transaetlans and Wg be the eontraetlrq a tly forsuch services. Seven, Ina M%Vcnl agrees to the tepee, eondiiions aM3peclDca110115 coMdned In the RFP 03 setforlh N Ne Proposal provided that fie perlks also ewcule Faavoh% Payment eevda Processing Agreement and epgMabie Scheduiea tD o T-Izvon Agm rnmr). Areae of conflict between the Elavon Agreement and the RFP heirs been dentlflad telow. Tu Payment NeMeft regdro that Elavon anter We agreements wnh Its merehahh coma nig spec3k prod6iam mandated by the Payment Netwak Regrtabotm, which pmvisena aro not trWeded to ft RFP. Therefore, In the everd that Elavon Is the su�sM Milder, Sawn W9 mqulm that the parties metria the term of ee Eawn Aamamert, In the Mai contract and wa. In goad rant, work ad negotiate wit the Univeragy toward a resokrdan of as eamicdng Kerns. Bid Aftdbuls ta— Trla sedlsn Is non-appllcade Bid Athibule 41D— Eleven wit offer the pricing end ■1aft tame and co dWons to the entiga IdentKad. WwAded get W such enttles ere not already harder contract wfM Seven or Is ffmatee, or If they, we, they properly burnoete vxh aw"nants and pay ary fees assoctaed with such tenNrsalm If appliabfa; (n) such entities ata Into a separate egme nent Wth Ehwmn%Nch wB be sub)ed to Sawn's standard underwltkv conditions; end 05) the University Will not be ondW to InIbmidon relating to such engDes nor YAI the votume of processhp for such emMes camttowand arty volume prleing fa6he Univeraly. Bld Attibute $16—As irsacated above, the Flovent Agmemart meat also be a pad dflm contract documents. Bid Attribute i20— Elavon requests ably (80) days' notice In the event of terndnatlon for nonepproprlatim. Bid attribute #21— See Secilon I5(e) of the Eleven Agreement. &d Ainbulet22—Cnar� SKgligaxe'to •gross negDgence Addnfue0y, ttb sedbn m suppkm tad by Sectkrm2(b) wd (c) M Schedule 1 to ExhRAt C. Bid Attribute #go— Sawn egdms thhly (30) deW notbe and an oppo tunny to Gore. See Section 12 (b) of em Eleven Ageemard. Fudler, due to Gro complexities of trarmaeltan processing prkbV. Eleven does not agree to paythe ddfererce between the' contracted price and the market prim, as them is no bus'market price.' Bid AM'hrds 32 — Change all subject to UnlvemV approval' lo'es specified by Om Insurance requirements hemW Old AMNda 34 — Delete'blarstet contractual. - Page 3 of l l Contract ID.,0000000300000000000012503`' version: 0.00 Amendment., 0 Bid Attribute 37 —Change this section to;'Rmm and omissions (Prufesslonal BeMces UaWth Insurance with a mtnbmsn Omit of KD00,0w aggregate." Bid Attribute 39 Add to the beginning of this section:'Oniy with regards to the General Liablity, AulamaWls Liability and Workers' Compensdon.° Bid Alhlbute 40 Change the V*d and fouth sentences to: 'Certificates shall specify name of the pmjea The LlabBty, and Workers' Compensation policies will provide no I= Oran 30 days' nonce of non-renawal or cancellation shall he alum to the UntvercIE " Bid Abdoule 41 Charge the second and third sentences to: Warta a signed Agreement, Supplier must provide University w11h two (2) CedCkates of Insurance. Cediealea most reference this RFP number.' Bid Attribute 42 Change tints section 1w 'Failure on the pan of the Supplier to maintain required Ineumrse, shall constitute a material breach of coMmd upon Mch the Urdmandy may terminate the Agreement, star providing notice and an oppodu ily to cure; Bid Winds 43 Delete this requirement Bid Attribute 49 Devon believes that the Targeted Small Business requirement ie not applicable to this RFP. Bid Attribute 57 Elam vM, upon request of the University and verification by Eleven, provide the University with the aeneflis of any more favorable terms It has, or negotiates, vAih any organization whose dramnstances end operations, Including volume and type of trermactim processing, are substantially hire same as those of the University. Bid Attribute 52 Eleven accepts the terms and conditions w oWlrod herein and In the Proposal BW Attribute SB Eleven Is pan of a publicly traded company and makes no represenhdions concerning sock ownership by any Unforsity orotate employees. Bid AthloNe 37 Both parties must eompy with all United Stales laws, rules snit regulations governing the export oFherdwom software or technology applicable to Use Bevan services. To the ellen Hhat export licenses orauthorizations era required. Um-- partiesmspeneolOy fw Bre Urd� 4yvitritelparty n o shell sin end pay forsuch fleenses or authorizations. Elavon xis not assume any Bid Albibuo 83 We have provided a link to our financial Information In our response to tem 61. Bid Whole 76 If Eleven a amordal the bid, It reserves the right to review and commend upon the applicable general terms and conditions. Bitl Attribute 77 It la not antidpated that Flavon's employees will visit or vwmk an campus, and t erefens the PSA Is not necessary. if firs University deems that a PSA Is required, Eleven will review and mmmerd upon those terms. Bid Atulbule BS EIwDn vAll Indude the appficeblerequested provisions in all floe suhmntrads forwork to be performed exdualveyoriho University under the Savan Agreement. Bid Attribute 98 Flavor's parent company can provide information about diversity, spend upon request Bid Amibute 97 Elavon's software does not c merrily comply with Sedan 609(c) and/or WCAG 2.0 Level AA accessibility. Bid Adnt uta 9s Prawn w01 perform background checks In accordance with IU Mandard hiring policies. Aftacbmenh: Paymad Device processing Agreement applicable Schedules S. Supplier will etdend the pricing provided for In this Agreement to other agencies of the State of Iowa, Independent Purchasing Authorities and Oil political subdivisions of the State of lovia, provided that such entities enter into Elavon's standard Merchant Application and Tests of Service and undergo Flavor's standard underwrWng process. Page 4 of 11 Contract ID: DOODOD030BODDOOD000012603 Version: 0.00 Amendment: 0 Having read and understood this Memorandum of Agreement in witness thereof, the Parties have hereunto signed this Agreement. THE UNIVERSITY OF IOWA Elavon, Inc. Purchasing Department 7300 Chapman Highway 202 PCO Knoxville, TN 37920 Iowa City, IA 52242.2590 with a copy for Notices to General Counsel, Elavon Inc. Two Concourse Parkway, Suite 800 Atlanta, GA 30328 Signature: ✓ " Signature. Name: Debby Zumbach Name: ALr Title: Director of Purchasing Tnie: Date: 4/2512016 Date: 4 i THE UNIVERSITY OF NORTHERN IOWA U.S. Bank National Association (Member) .. lea-GileIF691Hall12-7-1- ,�,,,� � 800 NIcollett Mall ' Cedar Fells, IA, 50614-q00% Q Minneapolis, MN 55402-7 Signal ure-jLSignature: Name: Name: Title: 111 Tftle: Date:Dale: Page 5 of 11 Contract fD: Version., 0.00 Amendment: 0 REQUEST FOR PROPOSAL NUMBER 15472 FOR MERCHANT CARD PROCESSING AT THE UNIVERSITY OF IOWA AND THE UNIVERSITY OF NORTHERNIOWA 13EST AND FINAL OFFER PRICE QUOTATION Exhlblt A Best and Final Pricing Proposal FIRM FEES DISCOUNT RATE -Pleas ertar Parcenlags.115% ftwuri, enlw as a vh ds rember 5.0 .06%' AUTHORIZATION FEE'- Please erderihecosi per Iramadium - 0 BULKTERMINAL PURCHASE -40-50 units 0 PCI COMPLIANCE FEE (unless the UANersity uses FG—Vons PCI Cen0lcadon Services as discussed In Additional Question 5 below,'In which case the charge is $7 per MID 0 PCI NON-COMPLIANCE FEE 0 ONLINE REPORTING FEE 0 *Sea pricing tiera below. Addittonat Discounts ^---`1 (May Include, but not limited to Bulk Purchases; Waived fees, Set Shipping Costs, pricing discounts for future equipment etc.).Can lie listed as %nr D611br amount Description Discount Additional Tenn inal after the initial 60 free terminals — VX520 will be $495 ea. 60 total terminals will be given under this contract and will be accessed when needed during the contract period and not limited to the Implementation phase. Additional offer. Visa/MC Higher Education Tuition Service Fee program 0 Utilizingthe equipment mentioned above, the University can place a number of these terminals In the Registrars' office to accept payment by credit/debit cards at NO COST to the University. US Bank/Elavon will program the Equipment to assess a "service fee" of 2-5596 to the student. 'Annual Tiered Pricing:<$75MM•$100MMlncredit/debit card volume =.06% >$1DOMM - $125MM In credit/debit card volume = .0575% Page 6 of 11 Contract ID: Version. 0.00 Amendment 0 >$150MM in credit/debit card volume =.0525% >$175MM In credit/debit mrd volume =.0596 U.S. Bank will work with the Universities to grow their program with other Iowa state entitles, much like our collaboration on the U.S. Bank Purchasing card Consortium, anchored by the University of Iowa, Best and Final Additional Questions Additional Questions 1) If University of Iowa closes a batch by Spm on Monday, please Indicate the day that the funds will be deposited to the Universtty's US Bank DDA account Tuesday 2) Please confirm that deposits will be made by MID batch total to the University's bank account Each MID will show up as a separate batch. 3) if a batch contains $'100 sales transactions and $25 return transactions, please confirm the amount(s) posted to the University's bank account: one $76 credit, or $100 credit and $25 debit. Given this scenario, the batch atthe Bank would show up as a total of $75. Merchant Connect Premium reconciliation would show the separate transactions. 4) Please confirm pricing for MerchantConnect Basic and Merchant Connect Premium. Waived. There Is no charge for Merchant Connect/Premium. 5) Please confirm the monthly compliance and nontomplient PCI tea per MID a. Does the University have to contract separately with a vendor for PCI reporting? Elavon will not charge a per -MID PCI Assurance fee or non-compliant fee. Itis the Universities' fesponsibiiriy to be PCI Compliant. The Universities have three options for PCI. Our contract would not require the University of Iowa and the University of Northern Iowa to choose the same option. Page 7 of 11 Contract ID. Version: 0.00 Amendment: 0 1. The Universities could do PCI Compliance on their own at no cost by utilizing the PCI Compliance Council website, httos://www.ocisecuritvstandards.ornJ. 2. Elavon(U.S. Bank will be able assist the Universities with their PCI Compliance. When utilizing our PCI Certification Services, we are able to 'link, all like MIN together for reporting. By linking like MIDs, the University would only have to complete 1 SAQ survey for each like group. To utilize our PCI Certification services, there is a foxed fee of $7/month per MID. 3. The University can contract directly with a qualified self -assessor. 6) Please confirm that monthly statements may be provided electronically. The monthly statements will be provided electronically via Merchant Conned/Premium. As a reminder, we will also'chabr' your MIDa together for financial reporting In a'parent- child' relationship. This will allow Finance Departments to see a summary of all the MIDs and also access to each MID's detall while allowing each Individual MID access to Just their data. 7) Will US Bank transfer funds dally to our current depository bank without a fee? U.S. Bank I Elavon is able to fund dally to an account with U.S. Bank and Webs Fargo. If one of the Universlties did not have an account with either of these banks, we would discuss setting up a U.S. Bank settlement account. Fees could potentially apply to the settlement depository account Elavon does not charge a fee to deposit funds Into an account However, the banking provider may have a fee for the electronic deposit Page 8 of It Contract ID. 0000000300000000000012503 -- Eidtibit Et US bank Payment Solutions Line Descriptlon 1 Firm Fees 1.1 DISCOUNT RATE ($86,498,E02.59 annual volume) 1,2 AUTHDRIZA•DON FEE (2,256,470 annual transactions) L3 PIN DEBIT FEE (22,600 annual transactions) i 1,4 ADDRESSVERIFICATIPN FEE (AVS) (2,20,470 annual' transactions) 1.5 NON-BANK CARD AUTHORIZATION FEE (AMEX) (10,866 annual transactions) 1.6 OTHER SERVICFFEES[LIST AND DETAIL), ' 2 FASS THROUGH FEES _2,1 MC NETWORK ACCESS AUTHORIZATION FEE 2.2 MC ASSESSMENT FEE 23 DISCOVER DATA USAGE FEE 2.4 DISCOVERASSESSMENTFEE 2.5 VLSA.•ACQUIRERPAOCES$AJGFEE 2.6 VISA ASSESSMENT FEE 2,7 OTHER PASSTHROUGH FEES(USTAND DETAIL) 3 I Other Services 3,1 ACCOUNT MAINTENANCE 3.2 2417 CU51DMERSEAVICE ) 3.3 ONLINE REPORTING FEE 3.4 PCI COMPUANCE FEE- Details InQuestion 5 of Exhibit 8 3.5 PCI NON-COMPbANCE FEE-. Dctails in QursUon 5 of Exhibit 8 3,6 CHARGEBACK FEE (85 annual tiansactions) 3.7 VOICE CALLAl1TN'FEE- 3.8 GIFT CARD PROGRAM FEES --- _ - 3-9 OTH€R FEB (LISTANO DETA(0 - - W Version: 0.DO Amendment 0 q 1 HARD ARE/ , .. I.4.1 TERMINALSET-UP F.EE (]PciudeAlPPInS)— y _ _ _ _ _.. . __.., JMOBILESOLUTIONHARDWARE(OWN) $D•C 4.2 $O.0 •, q,3.. ADDITIONAL MOBILESQLUTIONFEES . ' .. •. - -• . - 4.4 PROPRIETARY E-COMMERCE GATEWAY _---_ �- --� .�_-. .--- $5.0 4.5 _ PROPRIETARYE-COMMERCE GATEWgYSET-UP FEE (42 Merchants) • �' •SigS,C 4.6 _ -•_ PROPRIETARY E-COMMERCE GATEWAY TRANSACTION FEE (239,440 annual transactions) So.t 4.7 RESELLER E-COMMERCE GATEWAY -- - ; :No'Bid Page 9 0111 Contract 1D:0000000300000000000012603 4.8 RESELLER E-COMMERCE GATEWAY SET-UP FEE 4;8. RESELLER•E-COMMERCEGATEWAYTBANSACTIONFEE(4lanncaltransectlons) 4.10 SUPPLIES FEES 4.11-flTNERFEES (LLST ANOAETAILj Version: 0.00 Amendment: 0 5r `.§UaD�XQNE TER(f91AyA('15Wl�) vy,.ar�w +°axr' A (� _ N01)1, R�t}9 �Ij9WN) Rlt,'Lry. " n:' '�--:•.• S STA DNETE, I i ✓ f R1tZ'r« s� y. .1 r x•� t ' ,STAND-ALQNFTERMIFIAL{{iLYN) .1,r I STAN6-A61! TERMINAL(OWN) 401h Price � ¢',_'Tr.TAND>A).DNETERM1i4AL (RENj .. ... SMNU-,ALO-)Qt1 ' Sf'ANDAtONE7ERMINAL(RDM- -Aft! . •,STAND-,4LDNE:TERMINAL (RENn"AIt3 - I STAND-ALONETERMINAL JREN7 -'Lnw Price. 7 3ULKTERMINALPURCyNAS41. r�BUUfLERN11NAt,PUR[ryASEA(t} 'r - bULKTERMINALPURCNASEAItZ's ;gULRTERMINALPURClUjSEAlt3 -_�BULKTERMIINALP-URCNASE LowPrlce Page 10 of 11 Contact0:000000030DOODWOOOD012503 EXHIBIT C PAYMENT DEVICE PROCESSING AGREEMENT SCHEDULE A, SCHEDULE OF FEES (see Exhibits A and B hereto) SCHEDULE B, AFFILIATED ENTITIES SCHEDULE C, MERCHANT APPLICATION Verslon: 0.00 Amendment. 0 SCHEDULE I, PROCESSING SERVICES FOR GOVERNMENT ENTITIES AND INSTITUTIONS [separately provided] Page 11 of 11 ElAn (Univ. of Iowa k Uoly ofNonaem Iowa) PAYaRNr DP.VICEPADCE55M AD1tEE2&Wr v12.15.14,ne 012116EDM PAYMbNT DEVICE PROCESSING AGREtrNW17 This Paymcat Devin Processing Agreement ("Agreement") is entered into es of the Effective Date by and among the entityidcnd6edbelow as tha Merchant (together with any affrllatedentities listed on Schedule B to theAgrecmerit), referred to collectively as the "Mrrebant," Elavon, Int. ("Elavori) and Member, as designated on the Mamham.4pplieathm, and includes the following Terms of Service (the '70S') and ell Schedules mod other attachments to the Agnmmcnrt, and all Schedules and other attachments to the Agrcemant s my be added from time to dw, each of utdch is incorpontted in full by this rcfermcc. The Agreement governs the Merchant's receipt and use of the Processing Services. PAYMENT DEVICE PROCESSING SERVICES ELECTED BY MERCHANT. Merchant cleats do following Payment Device Processing Services as described in the Agreement (including all applicable Schedules) acid subject to the additional reran and conditions of the applicable provisions of the Merchant OparEfing Guido (the'MOG'): E TOS, Genual Provisions and the MOO - � Schedule A, Schedule of Fees Ox Schedule B, AMHaled Ealides ® Schedule C, McrchantApplication (targe lialudoathip) ❑ Substitute Form W-9 (regldred for U.S. entities) ❑ Subslitutc Form WREN (required for non -U.S. entities) Povmort Device Promssine Services Avalable to Merchants Omratine in Cenein Merchant Catceorios !check desired Pmcssine Scrvims]: ❑ EBT Services ❑ HospiWity Services ❑ No Signature Required Program Services ❑ Schedule F, Pgroleuri Saviccs ® Schedule 1, Processing Services for Government Entities and Institutions Pavmc t Device Pyocessine S rviccs Available to Merchants Oncmline in Cannon Jurisdictions (ehcck desi,ed Procesdne Services!: ❑ Schedule G, Processing Services in Canada ❑ Schedule H, Processing Services in Puerto Ricer IR Debit Card (signatum-based) Services Debit Card (PLN -bated) Services ❑ Bill Payment (Pinless Debit) Serviecs ❑ D'CC Services ❑ Mulli-Currency Pricing Services (] Wingless Services ® Coniacticss Services ❑ Scbtdule D, Elmtrmdc Gift Cant Sorvima ❑ Schedule E, Elecrmrde Check Services ® Schedule Jr, Coovanience Few and Govematent/Public Institution Service Fecs(ONI only) ❑ Schedule K, Biller Direct Servics ❑ Schedulcl., Safe -T Services ❑ Schedule N, Intcmrt PIN -Basad, Debit Card Servlca ❑ Schedule O, Global tCammerm Gateway Scraiews ❑ Schedule P. Payment Service Provider Processing Scrvics ❑ Schedule Q Payment Navigator Scrvics ❑ Schedule R, Coavcrge Services ❑ Schedule T, Transmd Pro Health= Suvicca IN IVCTNESS V41CREOF, the parties hereto have cx=lcd the Agreement, ELAV THE UNIVERSITY OF IOWA, on behalf of Itself and each of the affiliated entities Identified on Schedule B (the "DIERCIIANT T. n.� Tolle: Director of Purchasing 'TINE UNIVERSITY OF NORTHERN IOWA, on behalf of Itself and each of the affiliated entities Ideoti ed aSchedolaB he"MERCRAN o): By: Name. Name: Timothy I. Miller T.,_. Senior Vice President Name: Senior Vice PreslLl oa relAisk Elan (Uudv, st]mea k Univ o[Nocdxm rawa)PAYMEt71'DSVIrB PAOCBSSAIG AGRBbtd@al'v.11.15.14 bid m.23.1b FINAL TERM OF SERVICE Section A - General Provisions Applicable to All Services 1) DEFINITIONS; RULES OF CONSTRUCTION. Capitalized terms u&M in the Agreement and in any applicable Schedule shell have the meanings ascribed to such terms in the Glossary sat firth in Section B of this TOS or in such Schedulcs. All Schedules sue mquessly incorporated in their entirety and made a pert of the Agmamseat Captions in theAgteement and in the attached Sebedules son for convenience only and do not constitute alimitntion ofthe terms inthe Agreement. Siaguhatems shall include the plural, and vice versa, unless the context otherwise requires. The word "day' shall mean "calender day", unless specifically stated otherwise. In the event of a conflict between the taunts of Section A - General Provisions, and myapplitble Schedule, the on ofthe applicable Schedule shall prevail. 2) ACCEPTANCE OF PAYMENT DEVICES. Merchant shall determine in accordance with the Payment Network Regulations and the Agreement which types of Payment Devices andPmcessing Services it will agree to accept as a form of payment from its Cusmmers by selecting the applicable Processing Services on page 1 of the Agreement and(or on the appropriate Schedule. The term and conditions for the acceptance of the applicable Payment Devices and Merchant's use of the Processing Services are set forth in the Apecmem and in the MOO, incorporated herein by this reference and located at our website httprl/www.machaotcomcacomtC WRWebrpdOMOG Eng.pdL Each Schedule to the Agwcmnrt shall be governed by the TOS and the applicable provisions of the MOO, as weft as by the nems set forth in the Schedule. 3) TRANSACTIONS. a) Merchant Compliant. Meacham must comply with all the requirrmema under the Agreement. Merchant mast also cemply with the procedmas set forth in the MOG and any other guides, manuals, or rules provided in writing by131awu from time to time. b) Settlement of Transactions. Subject to the other provisions of the Agreement and subject to Mtudmnt's compliance with the terms of the Agreement and the Payment Network Regulations, Elavon and Member will puree sa Transactions daily, and if Merchant maintains its DDA with Member, provisional credit for Transactions (less recoupment of any Chargebactm, returns, esjjastments, fees (subject to Section (A)(5)(e)), fines, penalties, assessments from the Payment Networks and other amounts due to Elavon or Member under the Agreement) may be available an soon as the rem banking day after the banking day on which Elavon and Member process the Transactions. Regardless of where Merchant maintains its DDA, Merchant acknowledges and agrees that Elevon and Member may use either "diuoer (ACH debit authority pursuamto which Chargebeeks, returns, adjustments, fees (subject to Section (A)(5)(u)), tines, penalties, ==an" from the Payment Networks and other amounts due to Eleven or Member under the Agreement are debited from the DDA) or 'Stet" (pursuant to which Chargebacks, relents, adjustments, fees (subjeetto Section (A)($)(n)), fines, penalties, assessments from the Payment Networks W other amounts due to Eleven or Member under the Agreement srenetted from Trunsacdanproceeds) methods to recover any amounts owed by Merchant to Elavon or Member under the Ag eamem. To the extent required. Merchant authorizes and appoints Elavon or Member to ad as Merchaat's agent to collect Transaction amounts from the Customs, the Issuer or the Customer's 5n®cW institution. 1) Deposits. Mercbomagrees that theAgreementis aconnact offinancia] accommodntionwithmfhe meaning of the BaNwptcy Code, 11 U.S.C. Section 365, as emended from time to time. Merchant acknowledges that its obligation to Elervon aodMember for ell smou is owed under the Agreement arises out of the same transaction as Elevates and Member's obligation to deposit funds to the DDA and such amounts sm owed in the ordinary course of badness. hi) Provisional Credit. Merchant eoklmwlWges that all credits for funds provided to it use provisional and subject to reversal in the event thatElavon and Membct do not receive payment of corresponding scftlement amounts from the Payment Networks. Merchant feather acknowledges heat all credits are subject to adjustments fm Inaccuracies and more (including Meets) and Chmgebecks in acro rdance with the Agreement and the Payment Network Regulations, whether of out a Transection is charged back by the Issuer or Customer. Merchant authorizes: Elavon or Member to initiate reverse] or adjustment (debit or credit) entries and to initiate or suspend such entries inaecordance with theAgreenemas may be necessary to grunt or reverse provisional credit for any Transaction. Father. Eleven may dclayMecham.issued Cadholder credits for op to five (5) business days for accounting verification. Cardholder credits issued by Merchant to PIN-Drhit Cards will notbe subject to this delay. iu) Chargebaeks. Merchant agrees to accept for Chargcback, and will he liable to Beavon and Member In the amount of my Transaction disputed by the Cardholder or leaner for any reason under the Payment Network Regulations. Merchant aedherizes Elavon and Member to offset from funds due Merchant or to debit the DDA or the Reserve Account for the amount of all Chargehacks. Merchant will fully cooperate Elan (Umv. of1um&Ua1vofNwa=u 1ows)PAYMB1MDBV=M0Ce861tG AGRIUNI Pv.1215.14 did03.27.16FUM with Dawn and Member in complying with the e) Assorted Errors. It Is the responsibility ofMmchant Payment Network Regulations regarding all to rocancile the statements regarding Transaction Chupbaclm. activity received from Maven, any Payment iv) Original Transaction Receipts. Under no Network, and my third party vendors with the circumstances will Dawn or Member be statements Merchant receives for Merchant's DDA responsible for processing mums, reW% or Merchant must promptly e+mmine all statements adjustments related to Transactions not mledng to the DDA and promptly notify Maven and originally processed byDavon and Member. Member ht writing of say errors in the statement e) DDA and ACH Authorization. Merchant will Mambant received from Davos Membant's written establish and maintain with Member (orwith ®ell= notice must Include: (i) Membant nam, and account ACH participating fnnndal institution) one or more number, (i) the dollar amount of the asserted error DDAs to facllltek payment for Transactions. (iii) a description of the asserted error, and (iv) an Merchant will maintain eufficiant funds in the DDA explanaNan of whyMerchaet believes an error odsfa to accommodsm all ThmsWions wnkmplatcdbythe andthe cause of it, if known. 119writteo notice must Agreement and all drargebacks, retums, be received by Elavon withinforty fiw (45) days of adjustments, fees, fines. penalties. assessments from the dam of the Maven statement conmining the the PaymcraNdwods and omerpayments dueunder asserted error. If Merchant fails to provide such the Agreement Merchant imeYocably, authorizes notice to Eleven within said forty-five (45) days, Elavuu, Mumbo, and thein respective authorized Eleven and Member shall rant be liable to Merchant vendors and agents who provide services under the for any errors Merchant assns at a hdcr date. Agreement at Merchmn's request, to Initiate ACE Merchant may not makm my claim agnWtDavm or debit end credit entries to the DDA or the Reserve Member for any loss or expense misting to my Account for any products or services requested by assMcd mor for forty-five (45) days immediately Merchant in -orris to make payments to or collect following Elavon's receipt of Merchant's- waiftan- payments from Merchant due under the Agreement. notice. During thaforty-five(45) dayperiod,Elavm The foregoing andwrizatios will remain in effect p) %All be entitled to investigate the asserted error, after termination of the Agreement untit all of and Merchant shag not incar any cost or expense in Merchant's obligations to Maven and Member have connection with the asserted error without nodtying been paid in full. Lavom and Memberliaw the right Elavou, and (u) ratify Mmebant of its proposed to delay, w)thiatheir reasonable discretion, aedd mg resolut on ofthe nese ted error. the DDA with fiords related to Transactions in order 4) RESERVE ACCOUNT, RECOUPMENT, AND SET - to Investigate my Transections related to auspicious OFF. or fraudulent activity or fbnda far Transactions for a) ReserveAccount. which Maven or Member have not received Banding I) Establishment. Eleven may establish aReserve from the applicable Payment Notworka. Maven and Account m the Reserve Amount upon the Member will endeavor to investigate or procwa any oaxmmce of aReserve Event for the purpose of delayed Transactions oTedidaosly, and will providing security and a sauce of funds to pay endeavor to notify Merchant if any Tmnsac(ioas ere Elavm and Member for eery and All amounts tbat delayed for more than forty-dgbt (49) hours. Maven my be owed by Marchant hereunder. Devon has the right to rely upon written instructions and Member shall have sok control of the submitted by Merchant requesting charges to the Reserve Account and upon delivery of funds DDA In the event Merchant chnn the DDA, the from Membant to Stevan for ousting all is in ACR debit and credit ambor'wation established the Reserve Account (o Eleven's crediting the hereunder will apply to the new account and Reserve Account with amomne that otherw= Merchant shall provide Elavom and Member such would have been paid to Merchant), Merchant infomnstim regarding the new, DDA as they does shell have no taller luopaty Interest m such necessary to effect psymentsm andfromihe DDA as funds (or rights to payment) other than with pmvidedundatboAgreemmtltmaytaksEwmnup rasped to a contingent right to payment from to ten (10) husk" days atter Davon`s mocipt of a Elavon as desedbcd herein upon thotosminefim written notice frac Merchant to retled in its system ofth, Reserve Account mychange toMembant'sDDA. b) Reserve Amount The Resrve Amount is equal d) Depository Institution. Merchant auAmrizes its to the aggregate della value of. [(average % depository Institution to grantElavm and/or Member credits to processing volume during the same access to my and all information orrecords regarding period + average % (hargebarlo to processing the DDA reasonably requested by Elavon andlor volume during the alma period) multiplied by Member to debit or credit the DDA ands otherwise firm] multiplied by [average mmnlhly proowsmg eserman their rights under the Agreement with vulmne] plus [me month's average few] plus IN resspeam the DDA days delayed dc)ivay multiplied bylbe average Ela n (Univ. ofl w&11niv ofNcelemTom) PAYLW=DEVt® PROC25sING AGRESha r v,12.15.I4 dtd 03.23.16FINAL day's processing volume]. For purposes of this calculation, the number of days delayed delivery means the number of days between the date on which the CardhoXer's Payment Device is chazgcd sad the demthe pmductis shipped to the Cardholder (if the goods me being skipped) or the dam the Cardholder receives the product or service, Further, for purposes of this calculation, Elavoa will determine, in its We masoceble discretion, the applicable period considering factors such as Merchant's Transaction vohmc and sea9m01ity. (A) Reserve Event The following will constitute Reserve Events: (a) fraudulent activity in anymouthly, periodtkutt equals or womeds one percent (1%) of Merchant's average monthly volume overthe preceding twelve (12) month period, (b) Chargebacks in any monthly period that equal or exceed me percent (1%) of the total dollar value of incoming items to Blavon, (c) Elavon's reasonable belief that a Merchant not approved by Elavm to engage in delayed delivery transections bas accepted deposits but has not delivered the goods or services, (d) the conmencemmt of a Bankruptcy Proceeding by a against Merchant (e) termination ofthe Agreement for my reason or the ocraareace of an "cut listed in Sad er. (A)(12)(b)(iXE) or (c) giv+ng Eleven orMemberthe right to termimmthe Agreement (f) nonpayment of amounts owedbyMerchanttoElavon or)Jrmber, (g) flues or assessments imposed or rea+mably, expected to be Imposed by the Payment Natwmb, (h) the occunence of a material adverse change in Merchzat's financial condition, (i) assigmunt of the Agreement by Merchant in violation of Section 15(al and Q) revocation, termination or mn- reoewel of any guaranty, indemnity agreement, leiter of credit or my other Alternate Security provided in connection with the Agreement If applicable iii) FLuding. Eleven and Member maty fund the Remo Amount (m each cru up to the Reserve Amount) by my one m more of the: following mems. (A) Eleven and Member may require Merchant to tromdar fords to Munn for ecttit to the ReserveAcount; (B) Eleven and Member may debit the DDA and provide a corresponding credit to the Reserve Amount; and/or (C) Eleven and Member may credit to the Reserve Amount amounts thry would otherwise be obligated to pay Merchant iv) Use of Funds In Reserve Amount, Eleven or Member may, without noticete Merchant apply credits in the Reserve Account agaiml my outstanding amounts Merchant owes under the Agreement AISo, Eleven or Member may debit the Reserve Account to exercise their rights under the Ag¢stoeat including, without If nhation, their rights of sot-offaod recoupment to collect any amounts due to Blavon or Member. V) Termination of Reserve Account, Credits in the Reserve Amount shall remain in the Reserve Acmud, and shall be used only to pay amounts dm to Eleven and Member (except as otherwise provided in the Agreement), until the Merchant has paid in fall all amounts owing or that may be owed under the Agreement including all Chargebacks, returns, adjustments, fees, lines, penalties, assess secs from the Payment Networks and my otherpaymenm due under the Ageeemeul. In no treat shall Merchant be entitled to a payment from lllavoa in an amount equal to the reedits ranoining in the Reserve Account before two hundred seventy (270) days following the effective dam oftetminadon of the Agreemad. Notwithstanding the foregoing, if Ehavon and Member determine thatthe Reserve Event that gave rise to the establishment of the Reserve Account has been safcicntiy, cured Eleven mdMember shall terminate the Reserve Amount and/or release credits from the Reserve Account prior to the tenaimtim of the AgreemerrL vi) Alternate Security. In lieu of or in addition to establishing and crediting a Reserve Amour; Eleven may, in its sole and absolute discretion, accept analmmetive formofsacu ity ("Altemate Security') for the purpose of providing a saurm of bards to paylilawan and Member for my and oil amounts owed by MmimuL Eleven renins the right at anytime, to reject Alternate Scomity previously accepted by Elavosmdlor to require funding oft Reserve Acemmt an that the amount of credits in a Reserve Accmm; taken together with amounts represented by my Alternate Security accepted by Flavor, equal the Reserve Amouut b) Recoupmeul and Set- M Elavm and Member have the right of recoupment and set-off. This mems that they may offset my outstanding or uncollected amounts owed a them hereunder Som: (r) arty ® unbtbeywouldotherwisebeobligaedtodeposit into the DDA; (B) the Reserve Amount by reducing the credits thereto, and (iii) any other amounts they may owe Merchant under the Agreement. Merchant acknowledges that in the event of a Bankruptcy Procaedittg, in order for Merchant to provide adequate protection under Bankruptcy Code Section 362 to Eleven end/or Member hereunder, Ehavm and (rrniv.ofbm&Umvmlrenhem Inco)PAYMEDUDEVICEM)MSSiNGAORM) 4Tv.1x,15.14 dtd 03M.16FMAL Member may require the creation of a Reserve Account and either of them shall have the right to ofTaet against the Reserve Account for any and all obligations Merchant may owe to Blavon and Member, without regard to whether the obligations relate to Transactions initiated "processed before or after the initiation of the B®]mlptcyProoeeding. e) Remedies Cumulative. The rights conferred upon Wavon and Member in this section aro not intended to be exclusive of each other or of any other rights and remedies of Eleven mad Member under the Ague==% at law or in equity. Rather, each and Ovary right of Eleven and Member under the Agreamen% at law or in equity is eamulativa and eoncunmt and in addition to wary other right 5) PROCESSING SERVICES; FEES; OTHER AMOUNTS OWED; TAXES. Elavon and Member will provide Merchant with Processing Seviru in mmordance with the Agreement. Merchant will compensate Elavon and Member for Processing Services as indicated an ScbeduleA, Schedule of Feer, and in any other Schedules =voted by Elavaa, Member end Merchant a) Fees. MOrchmd will pay Plavon end Member ices in the ordinary worse of business for all Processing Services, sapplics, and equipment in accordance with Schedule A, any a atudrant to Schedule A mad any additional application or setup fom(s) (including emoklmmt forms) or schedules provided by Elavun and Member in writing to Merchant and agreed to by Merchant Such fees will be calculated and debited from the DDA or the Reserve Account Once each day or Math for the previous day's or mouth's activity a applicable, or will be deducted from the funds due Merchant umderthe AgreemrnL b) Research. In addition, Merchant will pay Elavon at its standard rates for research as set forth on Schedule A including, but not limited to. research required to respond to any third party or govtxmnent mblx e levy, garnishment or requited reporting on Merchant's account. e) ChangeofFers Thefeessetforthinthe Agrament and my additional application ar setup fotm(s) (including enrogmrxd £ohms) will not be emended by Elavun for the initial Term of the Agreement unapt () as provided in Schedule A or (i) to pass through to Mcrcherd i==ns in interchange, assessments, or increased orraw fees imposed by athird party. d) OtherAmouata Owed:Mercharetwill prompdypay Elavan orMember any amm inmtmedby Elevenor Member attributable aro the Agramad, incbuung, without limitation, Chergehac s, reran; adjuslinents, fees, fines, penalties, assessments (moluding all Rues, peaaltiw, or nescsmnems'by the Payment Networks as a result of Mmrchmt'e Transaction processing), and my atharpayments due tender the Agreement Elavon OrMembcr may offset these amounts from finds otherwise owed by Eleven or Member to Merchant or may debit tbese amounts from Merchmd'a DDA m Resezve Account byACEL In the event such offset or ACH debit does not fully reimburse Elavue or Member for the amount owed. Merchant will promptly pay Eleven or Member sub amiumupondmnand. Elawnwillobargointeteston all uncollected amounts owed to Eleven or Member that are rwre than sixty (60) days past due at a rate equal to the lesserof(i) the product ofthe uncollected amounts and the then -serer Federal Funds Rate plus 10% (calculated and computed on the bads of a 365 -day year), or () the maximum daily rate of interest permitted under applicable law. e) Taxes. Merchant is also obligated to pay OR taxes and othercharges imposed byany govemmental authority on the goods and services provided under the Agreement excluding the intoes traces attributable to Elavon a Member. If Mercbent is a tax-exempt entity, Merchant will provide Mayan and Member with an appropriate certificate of tax exemption. 6) ACCURACY OF INFORMATION; INDEMNIFICATION; LIMITATION OF LIABILJTY. e) AecmaeyofIatormation. Sec Schedule I. b) . Responsibilities, Sec Schedule 1. c) Llmltatiou of Liability. Merchant acknowledges that fees for the Processing Services provided to Merchant by Eleven and Member are very small in relation On the funds advanced to Merchant for Transactions and consequently Elavan s and Member's willingness to provide them services is based On the liability limitations contained In the Agreement Therefore, in addition to greater limitations on Elavon's or Member's liability that may be provided clsewhme, any liability of Eleven and Member under the Agmement, whether to Mmebantormyctherpmty, wlateverthc basis efthe liability, will mot exceed, in the aggregate, an amount equal to the lessor of (a) the few paid by Merchant to Elevon and Member daring the last throe (3) months, exclusive offees and vadebke costs lectured by Elavon and Numbrato process Transactions, such as Interchange costa, •�—eMa and fees imposed by a third party or, (b) fifty thousand doll= (550,000),Inm weatwrilthapmtics, ulhcir■gems. officers, dvatorss oremploym be liabketo any other party to the Agreement for indirect, exemplary, pumtiv5 special, m consequential damages. d) Performanm{ Dlvclitma of Warranties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, EAVON AND MEMBER MAKE NO WARRANTIES, EXPRESS OR IMPLIED. REGARDING THE PROCESSING SERVICES, AND NOTHING CONTAINED IN THEAGREEMENT WE.LCONSTITUTESUCHA WARRANTY. ELAVON AND MEMBER DISCIAIM ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE Elan (Univ, afIM&UnWofNmtlw It )PAYMENrD6VIMPAOIESSINGAGREEM Iv.1215.11 did 03.23:16PDUL Noprutyberen shall belisblc for my fm'lure ordelcy, inion performance of the Agreement If such fellows or delay atista for reason beyond the control of such party and without the fault or negligence of sock Party. 7) REPRESENTATIONS AND WARRANTIES; COVENANTS. a) Merchant Representations and Warranties. Merchant rcpccsents and warrants to Eleven and Member the following as oftha Effective Data i) InformaUoa. Merchant is validly etdsting and duly Organized under me laws of the jurisdiction In which it was formed with all necessary authority. qualillcetions, Encases and registradowncoessarylo conduct its business, in all jurisdlations whom Merchant conducts business, In complimdo with all Laws and Payment Network Regulation. All written information provided in the Merchant Application, in the bid process if applicable, the assumption in Schedule A or my other domonent submiatdtoElavon orMemberis true and complete and properly reflects the busiaese, Bnsncial condition and ownership of Merchant in all meteriolrespects. li) Authority and Power. Merchant andtbe person signing the Agreement an Merchant's behalf have the power to execute and perform the Agreemeat Tlm person axcuting the Agreement is duly authodzcd to bbd Merchant and each -&luted entity identified in Schedule B to all provisions oftheAgreement as If each affiliated entity, had mcccoted the AgaemeM and such person is audhodzed to execute any document and to talon my action on behalf of Merchant which may be required by Slavon to eery out the Agcemem. Further, the signing andlm performing in enoondance with the Agreement will net violate any Law, or conflict with any other agreement to which Merehmd is sutrject iia) MasterCard MATCRff1 System and Consortium Marchant Negative Fila Merchant has never beet W placed an the Mastertkad MATCHER system (formerly known as the Combitted Tetminafed Merchant Pile), (i) named to the Consortium Merchant Negative Pile maintained by Discover, a (di) Placed an or named to any otber negative or terminated merchant file of any other Payment Network or, ifitbas, it has discloscrithis fact to Eleven in writing. iv) No Litigation: There is no action, suit, or proceeding pending, or to Merchant's knowlodga threatened that would ressonablybe expected to matrsWly impair Merchmt'a ability to Bary on Memhent's basincas substantially as now conducted at which would materially end adversely affect Mercha ifs financial condition of opemfloas b) Marchant Covenants. Marchant covenants the following to Elavon and Member during the Initial Term and anyRenewel Term: i) ComplianeewithLows and payment Network Regulations. Mcmbant will comply with all Laws and Payment NetworkReguiletions. b) Business Dat Merchant is obtaining and using the Prozssmg Services from Blaven and Member fir badness puq a only and to fecnitete lawful busi css Transactions between Marchand and its Llrsnmers. Matched will not submit Transactions for processing to PJavun or Member for my businesses, materially, different Products, or methods of selling other then those set forth in the Membmt Application without the Our written consent of Eleven Merchant also acknowledges that Fla DDA into which debits end credits aro made is being toed for lawful businrc purposes only. ifi) Transactions. To the best of Merchant's knowledge, all Transections are bona fila No Transection involves the use of a Payment Device for airy purpose other than the payment to Merchant or a return or adjustment related to such payment Merchant has all power and sathority to Provide all Cualamer information, Carihulder Data and Transection information that Merchant provides to Elavon and Member. No Transaction involves a Cardholder obtaining cash from Merchant miles allowed by the PaymeatNetwork Regulations and agreed to in writing by P.levon. All Transaction will be accepted at entities properly identified to Elavon and Member on Schedule B enacted hrnem. iv) Respoosibllity, for Action. As between the parties tanto, Merchant is responsible for my violations of this Agreement gat result from the ectinns of er fsilute to act by Merchant's officers, directors, employees, agents, Value Added Services, business invitees, and those of any other Penson who, with or witbmd Mmahanfs consent a cooperation, obtains amass to information related to T}enscion from Merchant or access to systems under Merchant's eomral, bort occluding all actions at fRUMS to ant to tin eaten att'bdable to Elavon'swlUmber4brewhoftbe Ag =ant, negligeoce, Sanas negligence or willful misconduct. c) Blavon and Member Reprraantatiers red Warranties. Maven and Member, each on their own behalf and not an bchaff of the other, repreamt and warmed to Membam the following as ofthe Effective Date of the Agreement Q Information. Elaven is a corporation, validly existing end organized under the laws of the Ela"vin (Univ. orlwn & Univ ofNw&=Iovs) PAYMENrDEVIMPAOt8SSn1G AORBMdUnv12.15.f1 dtd D313.16MAL State of Gwrgis. Member is a banking mockation validly existing and organized In the United States ii) Corpomto Power. Elovon, Member and the persons sigoingthe Agteemmd on behalf of each of them have the power to execute and perform the Agreement. The parsons executing the Agreement one duly anthoriod to bund Elavon and Member, as applicable, to all provisions of the Agreement and each persons am authorized to execute my document and to tat- any action on behalf of Elavon and Alember, respectively, which may be required to carry out the Agreement Ford=, the signing and/or performing in accordance with the Agreement Will net violate any law, or conflict with any other erg-emeut to which they are respectively subject iii) No litigation. There is no action, sult, or laaceeding pending orto Ekvoes wMembces knowledge threatened, which if decided adversely would impair Movon's or Membar's ability to eery on their business substantially as now conduercdbwvhich would adversely affect Elavon's or Member's financial condition or operations, d) Elavon and Member Covenants. Elavon and Member, each on their own behalf and not on behalf of the other, env®ams to Merchant the following during the Initial Term and any Renewal Term: I) Compliance with Laws and Payment Network Regulations. Maven and Member will comply with all Laws and paymentNetworYRegulations Including the regoi++ana+ts of the Payment Card Industry Data Security Standards ("PCI -DSS'), as applicable to them said their respective systems, for the Processing Services provided wider the Agreement The Merchant may review Eleven's cvuent PCI -DSS complianco status on the Payment Network websites as available. ii) [taponsibility, for Actions. Elavon and Member an: responsible for any violations ofthis Agreement that result from the actions of or failom to ad by their officers, directors, employees and aged; but excluding actions m Hdhres to act to the extent attributable to Merchant'a breach oftheAgmement, negligence or willful misconduct 8) ATIDITANDINRORMATION. IL) Audit n) Elavon or Member Audit La the event that ElsonmMmmberre mn6lysuspcatethatthcy - ' am subject to a financial or reputational risk due to Merchant's actions or omissions, Merchant suthmim Elavon and Member to perform an mein or inspection of Mucham'9 operations to confirm compliance with the Agreement upon reasonable advance notice and at Maven's or Member's expense, Merchant agrees to cooperate, in good fnidn, with eery such audit conducted by Elavan orMcmber. n) Data Compromise, Seeurtly, and Payment Network Audit, In addition to Merchant's obligations under Sanction 13(cXi), mtheevmtof a known or auspiceW data canixomise, security incident, the occumuce ofsuspiaiaus activity, or otherwise if required by the PaymentNetworb, Mrachaot will obtain. at the request of Elavon. Member or any PaymentNetwak, and submit a copy of a forensic audit from a qualified incident response assessor of the Information security of M4rhmt'3 business at Memhent's expense. Merchant acknowledges and agrees that the Payment Networks have the right to audit Mdrehant's operations to u:enfrm compliance with thcPsymem Network Regulations. b) Information. I) Authority. Merchant atehorims Elavon and Member to make, upon receipt of the Merchant Application end from lime to time, any business credit or other Iequities they considerreasonably- accessary to review the Marchant Application or continue to provide Processing Services order the Agreement. Merchant also authorizes any Person or credit reporting agency to compile iofi anation to answer those business credit inquiries and to fiauish that information to Elavon h) Pivawcial Information See Schedule m) Merchant Information. Merchant agrees that any Merchant financial tnbrmadon, Transaction Data, and other informetionmgsrdingMerdsnt, its principals, afhlistm or agents that Merchant or Merchant principal provides to Elavon or Member on the Merchant Application or otherwise obtained by Elavon or Member In connection with the Agreement may be: (q used by Elavon, Member, and their respective service providers, affiliates, apes, and referral partners, (A) in order to provide the ftwsdag Services and relamd functions to Merchant and to respond to say further application for services, or (B) for administrative purposes and to maimain Merchant's accountpureu®t to this Agreement, (B) disclosed and shared for reporting plaposes to credit rating sgcocies, neer the Payment Network Regulate=, to Issuers and In the finencral Institution when the DDA is maknminod; (in.) utilized to eaheace or Improve P.lnvon's products or services, generally, (iv) used or disclosed in the cusivibf p°)' actual or potential sale, reorgaulne a or other cheap to Elavun'a or Member's basins; (v) collected, used and disclosed as required or permitted by law (cg, for tut reporting or in response to a subporuta); and (vr) retained br such periods of Ela n (am', oCtawa & Ildv orNonMarowa) PAYbfeNf]rllVICE rapC'8961Nri AGAEBMENTv.I2,15,14 did 03.23,1eF¢rAt time as required by Elavon and Member to perform their obligations and exercise their rights under the Agreement Elavon may prepare, use, and/or slue with third pertim aggregated, non-permnally identifiable iif nlimdeivedfmm TmnmdonDatacfaff of Blavon's customer a specific segments of Blavon's oustomers. c) Customer Identification. To help the government fight the funding oftenorism and money laundering activities, federal law requires all financial institutions to obtabr, verify, and record infarmadon flat identifies each Person who opens an account Accordingly, Merchant must provide retain tufannation and identifying documents to allow Riven and Member to identify Merchant. 9) FRAUD MONTfORMG. Meaebsnt is solely mspmter3le for monitoring its lrmsactlons. Elavon end Member are under no duty to monitor Merebent's Transactions for fraudalent or other suspicious activity. 10) BUSINESS CONTINUITY. a) Merchant Merchant is solely responsible for all Transactions and Transection Receipts until such --time as the Transaction Receipts have hew received and validated by Elavan. Merchant will maintain sufficient "badorp" information and data (e.g, Transaction Receipts or detailed reporting) with respect to Tmnsactious and will provide such information and data to Blevon or Member upon mquenin orderto n=nshi etmyhrformationor duty lost due to any malfunction of Metshant's or Blavon's or Member's systems. Eleven is under no duty to recreate lost Tknar actions or Transaction Receipts unless such loss results from Elavoa's breach of the Agreement, negligeaw or wzBfid misconduct. b) Elavon and Member. Elavon and Member are required, purauwt to federal banldng regulations, to establish, maintain , and test an effective and wmptelnensive business continuity pbm (SCP") - Maven, and Member maintain BCPs that are commardally reasonable within the industry far the Processing Services. Movom and Member will common to adhere to their respective BCPs and will modify those plans from than to time to mrd the objectives and requirements of their respective businesses. It) TMGgD PARTIES. 9) Products or Services. See Schedule I. b) Third Party Contradon. Merchant actrmwb dgm and understands that Eleven or Member may use the service ofthird party seviceproviders Incommction with the performance of their obligations under the Agreement, including my Schedule to the Agreement Except as otherwise provided in the Agrcemem, Mayon and Member shall be responsible for the performance of their obligations berecundu notwi+l>standing my use of or delegation of any responsibility to a third patty service provider. 12) TERM AND TERhIINATION. a) Term. Unless terminated as set forth below, the Agreement, including all Schedules hereto executed as of or following the Effective Data will remain in effect for the Initial Term, as defined on Schedule A, Schedule of Fees, following the Effective Date set out ou page 1 of the Agreement Thereafter, the Agreement may renew upon written mutual agreement if Merchant processes Transactions beyond the Initial Term or Renewal Term, then the I of the Agreement shall govern such Transaction processing. b) Termimtion. i) By Membant (A) The Agreement may be terminated by Merchant affective at the cad of the Initial Term m any Renewal Term by providing written notice of an intent net to renew to Eleven at least thirty (30) days prior to the expiration of the Wen omrentterm. (B) The Agreement may be terminated by Merchant if any of the following waditions remain uncumd thirty (30) days after Merchant provides Elavon and Member written notice of the existence of the condition: (1) Elavon has failed to pay Merchant m ur disputed amount owed to Merchant under the Agreemettt; or (2) Meson or Member hes failed to performamotedal obligation under the Agreement (G) The Agreement may be terminated by Merchant in the event that sufficient legislative appropriation is not available, provided that Merchant gives Elavon and Member sixty (60) days notice prior to termination By ElavoncrMember. (A) The Agreement may be terminated by Blavon orMembereffective at the end of the Imitiel Tarn or any Renewer Teter by providing written notice of an intent not to renew to Merchant at least 9drty (30) days prior to -the expiration of the then current term. (B) The Agreement may be termin-t d by Blaen or Member K atter pmvlding thirty (30) days written notice, my of the following conditions remsin: ('I) Tho occurrence ofFamessiveActivity, (2) The acceptance of Card Not Present or Convenience Fee Transactions without proper dlsclosme to Mavon and Member in. the Agmemcot or on amendment to tie Agreement EIAn (Univ, oflom & Univ otNoatrrntpws) PAYNPNr rSYtcHiRtOCE5a1N0 AOIUFSaa'airrf x12.16.11 dtda373.16YWAL (3) The failure to pay Eleven m Member any amount Merchant owes Me rou or Member. (4) The failure by Merchant to perform a material obligation of the Agreement (C) The Agreement may be terminated by Maven or Member immediately upon the occurrence of one or mom ofthe following: (1) 7110 ocoarlmce of a materiel adverse Change In Merchant'e financial condition. (2) The ganialux,ant or attachment of MerrhaWs deposit acommas with Member. Alternate Security, the DDA, the Resavo Account, or my of Merchant's property is the possession of Eleven or Member. (3) The commmcemeat of a Bankruptcy Proceeding by or egaimt Merchant (4) Any material rap-santdim, wanoaty or covenant by Merchant is false or miafcadirrg m any materiel respect ar of time date made, or becomes false or misleading in my material respect at any rime during the term of tee Agreement (S) AnyPaymem Network requires Mayon or Member to terminate the Ag mare nt or cease Processing transections for Merchant. (6) Any change, not approved by Pfavon, tint constitutes amemrinl change in the types of goods and services Merchant sells or in the methods by which Merchant sallathc n, or any change that mulls in Memhalt's violation of Maven's or Mearber's underwriting Pommy (7) Assignment of the Agreement or a change in control of Merchant without Maven's writtm consent (8) Revocation, tcrraiemon or non- renewal of my guaranty, indemnity agrec ac 1, Icier of credit or other Alternate 8cauity executed on conncctim with the Agreement, if applicebla Tia parties' rights of termination rider tbo Agrawmt ere cumulative. A party may exercise its termination rights with respect to an individual Schedule to the Agreement or the participation of any a151dete without terminating other Processing Services or Schedulas, providedtbetm y tmminatdon of the Agreement mwhole shall automatically terminate all related Processing Services sad Schedules. A specific right of termination in this section shell net limit any other uigbt of the party to terminate the Agreement or any Schedule expressed elsewhere. o) Notice ofTerminatieu. i) Notice of termination by Madhant, Elavon, or Member most be given in writing Termination AM be affeaff" on the date opacified by the written notice; provided, howaer Merchant agaves that closing Merchant's account with Blavonmayteke up to thirty (30) days following I lavon'sreeelptofwrittennotice ofte®inatioa In those limited iastances wham Machaurs account is reinstated by Flavell fo0owmg termination by etcher Merchant orElavon In the Initial Tam or any Renewal Term, oil of Mcrdm d's obligations umderthe Agmemczd sre Moswisemiaslmd andwl'll renew for successive Renewal Terms effective on the date of reinstammem d) Action upon Termination. I) Accounts. All obligations of a party regarding Transactions processed prim to tarollnmlan will survive teminalion. Fonds related to Transactions processed psior to termioation may be placed in a Reserve Account until Merchant pays all amounts Merchant owes Blevan or Membcr or for which Merchant is liable under the Agmemant. Merehmamu st maintain enough fords inibcDDA followingtcmmnationto cover all Chargeback, returns, ad)usonevts, fees, fines, Ireneltim awsaments from the Payment Networks and other amounts due under the Agreement for a reasonable time, but in my event, not less tban 180 days from icmdnation. u) Equipment If Merchad's equipment is leased, Merchant is obligated to Imuor the terms and conditions of Merebsrt's leasing coattact. If Merchant's equipment is owned or supplied by Blerem Merchant must mum all equipment to Maven and pay Eleven pay ammmm Marchant owes for such equipment withmtb;tty (30) des ofterminal oa W) RarlyTermiustionFea Deleted. 13) COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS; MATCH= AND CONSORTIDM MERCHANT NEGATIVE Fn e) Compliance with Taws and Payment Network Regulatbm. Merchant, Mann and Member agmoto comply with all applicable Payment Network Regulafivnv, including all requhmmmts applicable to obtaining authorization for ACH debits from or charges to a consumer account, as applicable, sad with anypoEeles and procedures provided byElavan or Member. MembanR Eleven and Member father agree to comply with all Laws applicable to rho selected Processing Services, duelnd;ng without limitation. Laws related to: (d) PaymentDevlmr. ((ii) electma io fund transfers (lit) con5dmmal treatment of information; and (iv) the Fakr and Aecwato Credit Tmusactiom Amt of 2003 (FACTAI including Its MgUiremmts Olotleg to the contend of l)reasacdm Receipts provided to Cardholders. Merchant will Elav�c n (Uah. ofTnwa & Ildv eCNml6om low+) PAYaffiIIIr8YIC8PHOLYSSA'G AGRE6](IDdf r.I21a.14 inti 0323.76FINAL execute and deliver to Elavon and Member all Merchant must fully coopesmewiththe Payment documeats they may from time to than reasonably Networks, Elms and Member in the farcusto deem necessary to verity Memhant's compliance investigation of the Data Incideut Within withibis provision. severely -two (72)houreofbecomingawarcofthe b) Privacy Laws. In addition to Section (A)(14)(b), Data Incident Merchant must engage the each party hereto most tale all commercially, services of a data security fan acceptable to the reasonable steps to protea The confidentiality of Payment Networks andlor to Elavon and Cardholder and Transaction Information and aball Member to -ktcss the vulnerability of the establish and maintain physical, technical and compromised data and related systems. administrative safeguards to prevent unauthorized Marchant must provide weekly written statin arms by third parties to such Cardholder and reports to Elavon and Memberumil the forcruie Transaction information and in a- manner that audit is complete. Merchant must promptly complies with applicable Laws, including without furnish updated lists of potential or known BmitmionthefedcWffc4th TLwmrco Portabilitymd compromised account numbers and other Accountability Art Tha federal Gramm -).each -Bliley documentation or Information that the Payment Act, FACTAor other applicable privacylaws. Networks and/or Blevon and Member may e) MATCIPm and Consortium Merchant Negative request. In addition, Merchant must provide all File. Merchant adcaMedges that Member andlor audit reports to Ebvon and Member, and each Elavon is required to report Merxbant's business audits mum be completed to the satisfaction of name and the name of Merchant's principals to the the Payment Networks andlor of Elavon and MATCHrar listing maintained by MasterCard and Member. IfMerchart failsto supply the forensic accessed by Visa, to the Consortium Memhaat audits or other infmrnation required by the Negative File maintained by Discover, if appUmblc, Payment Networks aadlor by Havou and or to any other egative or terminated merchant file—. Member, Merchant will allow Elavon or of any other Payment Network, if applicable, Member to perform r have preformed such pursuant to the mquimmmb ofthe Payment Network audits at Merchant's expense. Regulations. Merchant specifically consents to hi) Preservation of Records. In the event of a Data Elavon's and Member's Adfillmem ofthe obligations Incident, Merchant Must take immediate steps to related to the listing of Merchant in such databases, preserve all brain= records, logs and electronic and Merchant waives all claws and liabilities evidence Totaling to the Data Incident. Merchant Merchant may have as a resit of aucb reporting. shall cooperate with Elmon and Member to d) Security Program Compliance. See Schedule L rectify, correct and resolve my issues that my e) Data Compromise. result tam the Dm Incident including 1) Notice and Investigation. Merchant providing Elavon end Member with (and ac]mnwledgm and egrets that Cardholder data obtaining any necessary waivers for) oil relayed and bank --net information obtained by informed= to verify MarchaWs ability to Merchant in connection with soy Transaction Is , prevent future data incidents in a manner The property of the financial institution that consisted with the Agreement famed the Payment Device or holds the iii) Liability for Data Incident. Without waiving Customer's account Merchant mum notify my of Eleven's and Member's rights and Elavon and Member within twenty-four (24) remedies, as between the pmticq Merchant is hours (and if notice Is given orgy, it must be liable for all fraudulent transactions related to confirmed In writing within The same twenty- any Data Inddrmt and all costs P.lavon or fonrhmspcHod), ifMerch®tkmm m onpeets Member incur as a result of such Data Incident, that Cardholder Data, Customer informatiam, or including my fees, fusee, penalties exWor TnnseW= infbmudion has been accessed or • anessmeab by the Payment Networks, clahns used without authorization flan MerNaot from third parties, all costa related to the Merohmt'tr Agents or systems vdthm notification of Cardholders or Customers and Merr]am'a or its ageot's control (a `)ara eencefludom, missuana of Payment Devices Incident'). The notice most include: (a) a (including unhdying accounts), forensic detailed written comment about *a Data investigation, and PCFDSS review for a report Incident imehuling the contributing of compliance. circumvtancss, (b) th b form, number and range iv) Elavan Data Compromise. IfBkvon saffem an of compromised account infonmation, (e) Elavm Data Brcach, than Eleven will follow all specific, account mmabers contpmadad, and (d) applicable Payment Network Rcguladioms with detalls about the ensuing investigation and respect to such dmineldmt including providing Merebmd'a security personnel who may be the required repenting and forensic audits to the cuntected in comeetim with the Data htaldent Payment Networks. Elavom will not pass. 10 Elan (Univ, afbm a Univ cfNmthcm ro")PAThMU rBVICBPaOQ'SaINO ACIRMUM v.22.15.14 did 03M.16 MAL through a reyui a Merchant to be liable to Elavou for any costa or liabilities incurred by Eleven, including any fees, fines, penalties and/or assessments by thePaymant Networb. J) Office of Foreign Assets Control Compliance. Elavou and Member ore entities governed by the Laws of the United States of America and as sock, neither P.lawn nor Member may provide any products or services te Merelumt orits Customers that contravene the Iaws of the United States ofAmmica, including, without Ilmhation, the Laws promulgated OFAC or any successor thereto. 14) USE OF TRADEAAMO; CONFIDENTIALTTY; PASSWORDS. a) Use of Trademarks. Merchant shall use and display the Payment Networks' marls as may be required or requested by the Payment Networks, Bad shell display such marks in accordance with the standards for use established by the Payment Networks. Merchant's rightto use all such marks will termin, upmteminttion of the Agreement w upon notice by a Payment Network to discontinue such use. Merchant's use ofpromotiooal materials provided by The Payment Networks will not -indicate, directly or indirectly, that such Payment Networks eadorso my goods or services other than their own and Merchant may not refer to any Payment Networks in stating eligibility for Merahmt'a products or services. b) Confidentiality. f) Cardbolder and Transaction Information. Merchant, Eiavm and Member shall, atall times, protect the confidontiahly of Cardholder and Transaction information in accordance with all applicable Low and Payment Network Regulations. Merrham, Munn and Member must maintain Cardholder and Transaction information Cor such time periods as may be required by Lows and the Payment Network Regulations and thereafter destroy, in a summer that will render the data umeadabie, oil such media that they no longer deem necessary or appropriate to wairssir, Further, Mmchmn, Eleven and Member must take all steps real o ably ncwuay to ensure that Cerdholdar and Transaction iafarmation is not disclosed to unamhaeiuBad parties or o6terwise misused. Merchant maynotretain arstommog atia stripe or CVV2/CVC2JCID dam after mtLorization far any purpose, including record keeping ar additional amharizutim Processing, Atka audm:ization, Mecham may only retain the Customer acmunt number, name, and Card bohntfon dem if Memham his a reasonable beshuess purpose to retain such information and is otherwise in compliance with the Agreement ii) Bankruptcy. in the event of feBme or ad= suspension of Merchant's fareiaeas opetatiooe, including myBmlwptcyPmcwdiag, Merchant must rot BOB, transfer, or disclose my materiels that contain CarAholdrr or Transsction informatlonto thirdparties and Merchant most (A) Return this enfommtion to Blavon, ar (B) Provide acreptablc proof of drsbucdon of this information to Elavon iii) Confidential Information Generally. Each party adrnowledges that during the Lmtial Term and eery Renowal Term ofibis Agreement, aparty may disclose certain CanEdemel hlforrnagDlt to the other party, Each party agras to protect the other party's Confidential L>5mmatioo from unset anted disclosure, publication, or dissemination with the same standard of ram and dieaetim it employs wvh tdmdar ktformatim of its owq but in as event less toann asoroble ore, and shell nmas,rclaoduce, distribado, disclwy or otbawdso disseminate the other party's Confidential Information, except In correction with the perf®mm of its ubliga sues under this Agreement and as required by law. Each party raognius that the disdDmre or naa,nhmimd use of Confidential )nfocmation will_jrij a the Disclosing Party, Each party further recognizes and ogees that the injury that the Disclosing Party will smisr fm my actual or threatened breach by the Receiving Party of the covenants or agreements contained herein cannot be compensated by monetary damages alone, and the Receiving Party tkcrcforo agrees that the Disclosing Party, in addition to and without liraitmg any other remedies or rights which it may have under the Agreement or of mwiso, shall be emitled to equitable reliefs including injunction and specific pertDmtmcc. The Receiving Potty farther agrees to walva any requirement for the securing or posting of any bond in connection with such equitable remedy. The obligations of ton-ditOlonns provided hereunder shall continue during the term of the Ap;emoat and (1) trhh mspwt to Confidential Information that does not constitute a endo stand, for a period of thaw (3) years therm8u and (il) with respect to Confidential Information that riaos to the level of a trade secret under applicable law, for such period oftima theeaffer wthe information shall retain its status as atradc Benet under applicable law, and no less than three (3) years theurzher. c) Pasawarde. See Schedule L d) Proprietary interest Merahaat has no interest whmsocvcr, hududlog, without Iimkation, copyright interests, franchise lot== Eceose takresq proem rigban, property rigbis, or other Interest in any services, soflwarq or hardware provided by P.lavon, tiles specifically agreed to in a sapmme license or usa agreement between Merchant end Elavoa Nothing in the Agreement shall be construed as 11 Elan ((rely. ofrom QUalvofN=ftmown)PAYNM-Tr DEVEE+M)CES37NGAOREM. NTv.12.15.14 d6103.23.16 MAL granting Marhnnt say paled rights or patent license in any patent which Ekavan may obtain in respect to Blevon's services, rm$wme, m equipment MacLeod will mold: no attempt to duplicate or otherwise wcetlain the components, circuit diagrams, logic diagrams, flow charts, source and object code, schematics or operation of, or otherwise attempt to reverse engineer any of Elavon's Services, equipment, or software. e) Actions upon Termination. Upon the request ofthe Disclosing Party or upon the terminmion of the Agrcameat, the Receiving Parry shag prompdy return all confidential Information and all copies of such Confidential lnforn alon in the Receiving Party's possession or in the possession of its agents nndfor will deliver to the Disclosing Party, destroy or irreversibly erase, as the Disclosing Party sball request, all orig)ueds and copies prepared by the Receiving Party m its agents or prepared for the Receiving Parvs use containing or reflecting my Confidential Information of the Disclosing Parry. In the event a dispute arises between the parties in mWors to the Confidential Information (or a part thcrsef}or The Agreement, the Receiving Party may retain a copy of such Confrdeoth Information (or part thereof) as, in the Receiving Paty's discretion, remsonebly exercised, is necessary for its defense of the dispute and its retention and use of such Confidential Infunaation "I continm to be subject to the terms oftbe Agreement f) Disclosure of Confidential Information. It the event that the Receiving Party andlm its agents bewmelegally required or compelled (by deposition, Interrogatory, request for documents, subpoens, civil imestigativo demand or by any similar process or court or administrative order) to disclose Confidential Information, than the Receiving Party shall provide the Disclosing Party with prompt prior written notice ofauch legal regcdrement so that the Disclosing Party may wale a prolective order or othv appropriate remedy mailer waive compllauce with the terms of this Section 14. Intheeventthatanrbpmtalive order of oiler remedy is nm obtained, and tegatdless of whethartheDisclosingpadywaNca eomplincoewith the terns of this Section 14, the Receiving Perry agrees to disclose only that portion of the Confidential Iafannanon which the Receivlog Party, as advised by the written opinion of oommsay is legally required to be disclosed and to exercise best efforts to obtain aansmoces that cadiidential treatment will be accorded such Confidential information. 15) MISt`arx.AMOUS PROVJMONS. a) Entire Agreement The Agreemad (mclud'mg nil Schedules, attachments, exhibits, addenda and odmer documents incorporated by reference into the Agreement or my of its Schedules, attachments, exhibits or addenda) and any amendment or supplement to it, constitutes the entire succulent betwmcn the parties, end all prior or other represeatoftons, written or oral, arc merged in and superseded by the Agreement in the most of a conflict between the documents comprising the Agreement, the followingordm ofprimit5 wig apply. () any amendment or Schednlq.to the Agreement; (ii) the TOS; (iii) lhcPayment Netvmk Regulations; (w) the MOQ and (v) any other guides or mammas provided to Marchant fiomtime to time. b) Jurisdiction and Venue; Governing raw. Deleted e) EaelmMty. Deleted d) Conetmction. Any alteration or scull ..arintoetaxt of the Alinement or any Schedule thereto will have no binding effect and will not be licensed to amend the Agreement The headings used in the Agreement ere inserted for convenience only and will not affect the inteepretWon of my provision. The language used Will be deemed to bothb language chasm bytha parties to exine, their mutual intent, and no rule of strict construction will be applied against myparty. e) Assignability. Taw Agrermart may not be assigned by Merchant, directly or by operation of law or by change in central of Merchant, without-tba prior written consent of IEavon..Iflvferehmy nevertheless, assigns the Agmcmwt without Ebvon's consent, the Agreement will is binding an the assigaus as well as Maclant Elmon will net transfer or assign the Agreement without the prior written consent of Machont, provided that such consent shell not be required for (1) the alsigoment or delegation to an affiliate of Elevon, or (ii) the assigrmca or delegation to any Person Into or with which Elavon shall mage or consolidate, or who may acquire substantially ail ofElavou's stock or assets. f) Notices. Any written natio to the otba party under the Agoemmt will be deemed received uprn the earlier o5 n actual receipt; or (fi) flue (5) busioas days altar bong deposited In that United Sates many m (i6) our (1)business dayafterbcing d p sited with a nationally recognized overnight carrier. Such notices will be addressed to the MerchenPa put address as provided by Merchant, or to Elavoa at 7300 Chapman Highway, Rnoaville, TN 37920. g) Bankruptcy. Merchent will immediately notify Spawn of any Bankruptcy Proceeding initiated by or against Merchant Merchant will.fncludo Elavon on the list and matrix of creditors as filed with the Beniwptcy Cour, whether or net a claim may exist at the time of 514. Merchant admowledges that the Agreement constitutes an m=itory contract to melm a loss, or extend other debt finendreg or fimnekmi aeeommoddloms to,• or for the benefit of Mtaebm4 and, as such, nenmt be assumed or wed in the event of Machzea bankruptcy. b) CuatomercontecLumthamauthodwElmomd Member to coffid Ucrd=t's Customers or their Issue if Mavon or Member deteminea abut such 12 Elan Id M) n) (Univ, oflum & tiviv uWanbem lawn) PAYhMU DEVICE PROCESSING AORP8adF171' v.1115.14 dtd 0393.16FDM. mmect is nemasmy to. obtain inthrmetion about any Transaction between Mcrehant and a Customer. Telephone Recording. For quality assurance Bad training purposes Merchant authorizes Eleven to monitor and record telephone canvorsationa at any time. The decision to record my conversation shall be solely in Elavon's discretion and pursued to applicable Law. Communication with Merchaet. Merchant agrees thatElavon and Member may provide Merchant with intimation about their services including, without limitation, infa®ation about new products andfor services by facsirnile, telephone, mobile telephone and/or electronic mal Amendments. precept as oflt wlse provided in the Agreement, amendmentstothc Agreementsballbe in writing and signed by the parties. Notwithstanding the foregoiny. Eleven and Member may amend or modify theAgrmmem, to tho exteatsuch chuages are required by or attributable to changes in the Payment Network Regulations or other laws upon written notice to Merchard Eavou or Member will inform Merchant of such a cheap in a pedodic statement or other written notice, and sueb-ehengc will become effective not less than thirty (30) days following the issuance of the notice. Notwithstanding the previous sentenm, changes to fees nuthoked by the Agrzmemvrill be effective uponnotimto Merchant, umea a later efiadive date is provided Severability, and Waiver. If any provision of the Agreement is found to be invalid, illegal a ctherwise unenforceable by it court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of the Agreement shall not in my way be affected or impaired thereby if the 'essential toms and conditions of the Agreement for each -party remain valid, legal and eafareable. None of the More, 4te delay by any party to exerekig or the partial exercise of any right untimthe,Agreement wall operate as itwaiver or estoppel of such right, not shell such amend the Agreement All waivers requested by a party must be signed by the waiving party. Independent Contractors. P.lavon, Memhe, and Merchant will be deemed independent mr tz = and no due will be considared an agent joint venturer, or partner of the attar, unless and to the extend otherwise specifically lnoykded heroin. The Agreement has been catered Into solely for the bunefit of the parties hereto and -is not Intended to create an interest in any third party. Survival. All of the obligations of each party hereto that by their nature should survive termination of expiration of the Agreement in order to achieve its purposes, Including, without limitation, Sections 3, 4, 5, 4 7,10, 12, 13, 14, and 13(b) of the TOS, shall as survive and remain binding upon and for the benefit of the parties hereto. o) Counterparts; FaalmBe Signatures; Delivery. The Agreement may be sigued in one or mare caunterpazts, each of which shall mnstitate an original and all of which, taken togetber, sball constitute one and the same agrecme d. Delivery of the various documents and inset ®ems Comprising the Agreement may be accomplished by a facsimile ban5223bWOU, and anrh a signed facsimile or COPY shall comfiurto a signed migmal. p) Farm Majeure. Blevan and Member shall not be considered in default in perfonoance of their obligations to the extent such performance is delayed by forcemajemo affectingtheiir abilitym so perform. Form majeure shall include, but not be limited to, hostiiitira, restraint of ndcs or peoples, revolution, civil commotion or riots, strike, lockout, epiderma accident, fns, flood, earthquake, windstorm, explosion, lack of or fallure of telecommrmtcation facilities, regulation or ordmmnce, demand a requirement of any government or governmental agency, da any mart, tribunal or arbitrator(s), having or claiming to have jurisdiction over the subject matter of the Agreement or overthe paryes hereto, or anyact of God or.myact of govemmmt or my cause whether oftbo smne or diMrtat nature existing now or in the future which is beyond the reuonable control of Eleven and Member. If a party asserts force majeure as an excuse fm failure to perform the party's obligation, then thcmnperformingpartymnst prove that it, tookteasonable steps to minimize delay or damage caused by foreseeable event substantially Illliilled all non-txcused obligations; and timely notified the other party of the likethood or actual occurrence of such event. Section B - Glouary 16) ACIL Automated Clearing House. , 17) ACR; Network The funds umsfer system governed by the ACE Rules. The ACH Network allows participating dopository financial institutions toclear interbank entries elcr&onimgy. 111) ACH Rules: The NACHA Operating Rules and Operating Cmtdeliocs, which govern the imenegteral cx'� and settlement cfACH trensacti ... 19) Agreement.- The Payment Device Frocssoxg Agxcmwd, including the TOS, MOO. eery Schedules, attachments, exhiblia, addenda, the Marchant Application. atneadments, or additions as pemphted underthetenms ofthe Agreement 20) Alternate Security has lbs meaning ascribed to it in Section (A)(4)(axvi). 21) American Expresu: American Express Travel Related - Services Company, Ina 22) Bankruptcy Proceeding: With respect to a Person mems (I)IhatthePerson arm y subsidinryof sucbparson shell: (a) commr;nee a volumuy can under am Bankmptoy Code of 1986, u emended, or aha federal bankruptcy laws (ns Dow whereafter in ailed); (b) fie a 13 Ela o� n Mdv. eflowa& thdv ufNonbanlow)PAYbM-TrDSY10EMOCMSDZGAGRMA=x12,15.14 U 03.23.16 FRM petition seekingto take advantage of any other applicable laws, domestic or foreign relating to bankruptcy, insolvency, reorganization, winding up or oomposition or edostmem of debts or any other similar conservatorship or rewiverstdp proceeding instituted or administered by any regulatory agency or body; (o) consent to or fail to ca ntcst, in a timely and appropriate mamma, any petition fled egafi vt it in an involuntary ®sc under such bankruptcylaws or otherappllrable laws: (d) apply for err consem m, or fuel to contest in a tidy and appropriate rrmmey the appointment of or the taking of possession by, a trustcq receiver, custadlan, liquidator, or simile entity of such Fuson or of ell or any substantial pat of its assets, domestic or foreign (e) admit in writing its inability to pay Its debts its they became due; (Q make a general assignment farthe benefit of coeditors; (g) make a comveymce fraudulent as to creditan under my applicable lavr, or (h) talo: any action for the purpose of effecting any of the fruegoing; or (Ii) that a case or Other proceeding shall be commenced against the Person or my subsidiary of such Person In any court of competent jurisdiction, Or through may regulatory agency or body, seeking: (a) relle£umdertheBmkruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter In et%ct) or under my other appliczble lews, domestic or foreigo, relating to bankruptcy, insolvency, reorganization winding up or composition, or ed)ustmcm of debts of such Fuson; or (b) the appointment of a trustee, rcaiver, custodian liquidator or the hike of such Puma a of all or any mbslaOdal pat of the assets, domestic a foreign, of such Person a any other similar conservatorship or receivership proceeding instilled or administered by any regulatory agemcy or body. 23) BCP has Tim micamng asaibedto it in Section (A)(10)(b). 24) Card Not Present: The processing environment when the Payment Device is not physically presented to the Merchant by the Cerdholderas the form ofpaymmt at the time of tha7humaction. Card Not Present includes, but is not limited to. Mal Under, Telephone Order, and $tectonic Commerce Tmnsactiorm 25) Card Preaant: The processing enviroameat where the Payment Device is physically prexmod to the Merchant by the Cardholdcr as the form of payment attar time of the Transection. 26) C rdbolder. (I) The Individual In whose name a Payment Device hes been ismed; or (d) any individual who possesses or uses aPsyment Device and who purports to be the person in whom name the Payment Device was lamed or who Purports to be an mtbarirad user of tete PaymemDevlce. 27) Cardholder Data: Unlquc information about the Cardholder contained on the face or magnetic, stripe of a payment mrd (e.g., the card rnmber, card expiration date in combination withthe card rminbi:4 eudholdcr name in combination with the mrd ntmbu, track datalmagnetic stripe, verification mmibem CVV2, CVC2, CID and PM Block) and Transection data. 28) ChargcbadL, A Treumction dispmedbyaCudboldu or issuer pa3m=to the PaymertNdwmkRegdations. 29) Confidential Information: Any and ell data and information. regardless of the foam or media, relating to the business of the Disclosing Party of which the Receiving party becomes aware w a consequence 04 or through, the performance of its obligsliem under this Agreement, wbich has value to the Disclosing Party and is not generally mown by its competitors, which is reasonably identified as confidential at the time of disclosure orwhich, under the circumstances surrounding disclosure, ought to be reasonably considered as confidential, including, without limitation, technical infmrmlion, drawings, engimernng date, perfommnce specifications, cost and price information (except as provided otherwise in this Section), and other infmmetiwn dam and mpata, and the terms and conditions of this Agreement For the avoldnes of doubt,wbetwemMerdmmtonthenuehmd,m Rinvon and Member, on the other tend, CenEaolder and Transaction infiwmotion shag constitute Pleven and Member Condidcmid Information and shall not constitute Merchant Confidential Information 30)Lanvenlenee Fee: A fee charged by Merchant for an added convenience to the Cardholder for the use of a Payment Davice in a Transaction in accordance with the Payment Net%vrk Regulations 31) Credit Card: A cud or device assodaied with a revolving line of credit that may be used to purchase goods and services from Merchant or to pay an amount due to Membmt A "Credit Card" includes my of the following cards or devices that an: associated with a line of credit extended to the Person to whom the cord or device is issued: () a Visa cad or other cad or device basing the symbols) of Visa USA, Ina. or Visa International, Ina (including Vim Gold cards); (ii) a MaslerCad card or other cad or device bearing the symbol(s) of MestcrCad International lnmrpomtcd (including MasterCard Gold cads); (dry a Discover NetwodC tad Or other mud or device bcaring the symbol(s) of Discover Network or (iv) any card or deviw bearing the symbol of any other Credit Cad Association. 32) Credit Gard /moclationa: (i) Vias; (it) MasterCard; (ii) American Express; (iv) Discover Network (v) Diners; (vi) JCB; (vii) UnlonPay; and (viii) my otbar organization or association that hereafter contacts with Elavm mdtwMeinbuto mthatm, mptar; andlorstWc Transactions effectd with Credit Cads issued or sponsored by such orgmimdon or association, and any meeessar ergealzation or association to any of the fomgob g. 33) Custemer: A clicatof Merchant who elects to conduct a payment TtanmctimwithMechem throughpresm=on of a Payment Device (including a Cardholder). 34) Data Incident bas the meaning ascribed to it in Section (A)(13Xe)(7• 14 Elavon (Univ. ofl= kUNvofNonh=lom) PAY14ffiiT1A3Y=PR0CE3SR4GAOREEhffiW v.12.15.14 dW e3.23.16FINAL 35) Debit Card: A card or device bearing the symbol(s) of one or mom EFT Networks or Credit CordAssociatims, which may be used to purcham goods and services from Mach= or to pay an amount due to Merchant by an electronic debit to the C mibolder's designated deposit ancommt A "Debit Card" includes (i) a card or daviathat bears the symbol of a Credit (ked Association and may be used to conduct signeumm-based, o1Hmn debit Transactions; and (u) a end or device that beers rho symbol of an EFT Network and cam be used to conduct PIN -baud online debit Transactions. 36) Demand Depoeit Account (DDA): The untrammeled diecldng account at a financial institution acceptable to Eleven and Member designated by Merchant to facilitate Payment for Transections, Cha gcbacks, comms, adjustments, fees, floes, penalties, aascssments from the Payment Networks and other payments due under the Agreement 37) Diners: D'oem Club International Ltd. 38) Disclosing Party: The party providing the Confidential laf arrantion to the other party directly or indirectly (via me or mom third parties outing on behalf of and at tba direction of the parry providing its Confidential information). 39) Discover: DFS Services LLC. 40) Discover Netwark: The payment network operated and maintained by Discover. 41) EBT Card: A card utlhzed for electronic beoe5ts transfers. 42) ECS Association: NACHA and any regional ACH association or network, the Federal Ro=ve on its processing ofACH antriesor demand drafts orotherlegal replacements or substitutes for a paper cheek, including under the Check Clearing for the 21a Century Act or under applicable provisions of the Uniform Commercial Code], and my other organized= or association used by Elavon anrYar Member in connection with the ECS that is hereafter designated as an ECS Association by Elavon fro ether to time. 43) EFT Networks: (i) lmerlink Network Inn, Maestro U.SA, Inc, STAR Networks, Inc., NYCE Payments Network, LLC, PULSE Network LLC, ACCEL/Excbmop Network, Alaska Option Services Corporation, Armcd panes Finan,ial Network Credit Union 24, Inc., NETS, Inc., and SHAZAM, Inc.; and (if) any other organization or association that hereafter authodica Eleven and/or Member to authorize, ceptom, and/or settle Transactims effec4d with Debit Cads, and any successor orgeaizatim or association to any of the foregolog. 44) Effective Date; The date ser forth in the signature block ofElavort on papa 1 of tkAgreemen . 45) Eleven: As applicable, Efavaa, Inc., a Georgia emparallim and any affiliate msubsidlary ofElavop,Iae. that provides Processing Services to a Muebant related to Tranmcd=. Eleven is a mgistcred member service provider ofearhMember. Elavon mayalso be refected to as 'Servicer" in the Agreement, the MOG or other dorumeots provided to Merchant In connection with the Processing Services. 46) Electronic Cheek Services (ECS): The service ofiwing by Elavon pursued to which Transactions effected vias, ACH Payment Dais ons presented for clearing and settlement by or through an ECS Association. 47) Eledronie Commerce Transaction: A Transaction that occurs when the Cardholder uses the himmet to make a payment to a Merchant 48) Eleven Data Breach: Unauthorized =ass to the fill, uoencrypted Payment Device account number of it Customer of Merchant (which fug Payment Device account number was provided by Merchant to Pleven in connection with Merchants use of the Processing Services under this Agmem cit) when mchunauthorizcd access (x) occwlodwltbin systema contalled by Elavon, (y) compromises the aecnrity, confidentiality, or Integrity ofsuchfidl Payment Device account number, and (z) was rot attributable to my action or inaction of Marchant or any employs, spot or service provider of Merchant (including any Value Added Scrymer). 49) Electronic Gift Card (EGQ: A special stored value mrd provided by Merchant that is . redeemable for mwvhaw isq services or other Tranuetions. 50) ErcoalveAetivity. TLe occurrence, during mymonthly period, of Chmgebacks and/or Retrieved Requests in omess of oro percent (1%) of the gross dollar aomout of Maebam's Transactions or routine in excess of two and one-half percent (2.5%) of the gross dollar an cum of Transactions. 51) Interchange: The clearing and settlemo t system for Visa MasterCard end, whom eppliteblo, Discover Credit Cards and Debit (ode, where data Is exchanged between Elavm and the Issuer through the applicable Paymc t Network. 52) Issuer. The 6nmold Institution or other entity that issued ft Credit Card or Debit Cud to the Cardholder. 53) JCB: JCB Imematioffil Co., Ltd 54) Iowa: AE applicable local, stnto, and fedwal dictates, regulations, ordinances, roles, and all= binding law in effect from time to time. 55) Mail Orderfrolepbone Order (MOlfO) Transaction: For MO. a Transaction that occas when the Car&older use the mail to melw a payment to a Merchant and for TO, a Transaction that crows when the Cardholder use; atcl*= to make a payment to a Momhant 56) MasterCard: MasterCard International Incorporated. 57) Member. The sponsoring Member desi acted on the Merchant Application or on a particular Schedule haft, as applicable. AnyMembermay be changed byElavm at may time and the Merchant will be provided notice of same. 58) Merchant: The entity set aid In the fust page cftho Agreement and tbeeffiliatedentities Wed on Schedule B attached hereto, joiatiy and severally. Emidas may be added to Schedule B by substituting a now Schedule B that is in writing and signed by all parties, end Merchant may add additional accounts or locations that aro owned 15 Elan (Univ. aflewa &UalVafNadlmntom)PAYIMUDP.VfCFLFRACBSSINGAIIIt EM DMv.12.15.N did 0373.16 F9UL byMembmt without the need to waccate anew Schedule a 59) Merchant's Agtnta has tho mca ming asmbed to it in Section (A)(13Xd). 60) Merchant Application: The Merchant Application attached bucto as Sebadule C and any additional document containing informetiou regarding'Mcrclent's business that is submitted to Elavm and Member In connection with Merchmea application for Processing Services, including docamerda submitted by Merchant as a pert ofthe bid process, If applicable. 61) Merchant Operating Guide (MOG): F.lavom's operating menual that prescribes rales and procedures govemigg 71amactions and Merchant's use of the Processing Services. The MOG may he amanded from tip to time by Eavoa in Ito sole discretion, which amendments will be effective upon notice to Merchant, 62) NACRA: The national association that establishes standards, ides, and procedures governing the ACH Notwork, including the ACH Rules 63) OFAC: The United State Department of the Tmssury's Office offoreign Assets Control. 64) Payment Dovlce: Any device or method used for the purpose of obtaining credit or debiting a designated account including a Credit Card, Debit Card, and my other Amnciel fransectiondevice urmellur cludmgan Electronic Gift Cud, check (whether converted into electrmic fomu or used as a scarce doaunmt for an elertrmic fund transfv EBT Card, stored value cud, "smme card, or other device created to ire used for the purpose of obtaining credit or debiting a designated account 65) Payment Network: Any Credit Lord Association. Ur Network, BCS Association a automated clearing house association, governmental agency or authority, and any other entity or acsocisdion that issues a spunsms a Payment Device or operates a network on which a Payment Device is processed. 66) Payment Network Regulations: brilvid idly and collectively, as the minima may dictate, all mks, Operating regulations, guidelines, specifications end relatedadmil, mil lrsmeotsofenyPsymentNetwork, and guiddiaos for Transaction issued by Even from time to dui% in"hae without liinitedon, all amendments, cbmgea, and «visions made thereto from titaatotitna 67) PCl DSS has the meaning ascribed to It 'in Section (A)(7)(dXi)• 68) Person: Any individual, from, corporation, bnslnesstmst partareship, governmental agency or authority, or other entity and shall include eery successor (by merger a otherwise) ofsuch enlity. 69) POS Device: A teraninal, software or other point-of-sale device at a Merchant location that conforms with the requirements establisbed framtimetotimebyElavoo and the applicable Payment Network. 70) Processing Services: Ther Payment Device processing services end other related products sad services received by Merchant procured to the Agreement 71) Rerdving Party: The reeipieat of Confidential Infarmarion from the other party directly or indirectly (via one or inane third parties acting on behalf of and at the dimctim of the other psatA 72) Reserve Account: Tho lcdga account established by Elmon on its books and records to reflect a contingent payment obligation fromElavonto Mambas[ 73) Reserve Amount: The amount established pursuant to the calculation sotforihin Section (A)(4)(eXil} 74) Reserve Event The events designated in Section (4)(a)(uXA). 75) Retrieval Requaw A request initiated by a Cardholder or luuer that requires the Merchant to proditte a legible copy of the Cardholder's signed Transactim Receipt within a specified *ad of time. 76) Security Programa has the meaning asm'bcd to it in Section (A)(13)(d). 77) Servicer, See "Plewa" 78) TOS: Tbase Terms of Service and all additions, amendments, modifications and mplacernmis to tie TDS, as applicable. 79) Transaction: Any action between a Cert older using a PaysnentDevice and aMarclanttbatresulls in nativity on the Cardholder's account (c.g., payment prmchasa, refmd, orremm). 80) Transaction Receipt; The paper or electronic record evidencing the purchase of goods or services from, or payment to, aMerrhant byaCardholdcruing aPaymcmt Device. 81)UnionPayt China UrdonPay Co., Ltd. 82) VolueAdded Servicer: Anyentity0tatstoms, processes, traamritsors resses PaymeatDevin data or Transection data on behalf of Merchant or that provides software to Metthrat for transaction processing, staroM or treasadssion, ezeept to the eaten such services un performed by the entity in its capacity as an agent of Eleven performing Mavo ii obligations undo the Agreement 83) Visa: VIsaU.S.A., Inc. 16 Elgvin (Udv. ofhwa B:Uviv vfNwdcrn /om)PAYMPNlDEVlC6 P80CE59IN0 A(i1tFE5ffi.Tv.12.15.14 dNW11.16PINAL SCEMDULEA See Exhihits A and D to Memorandum ofA&r=nx= Schc&gt A El An (Univ. afl w&UvhafNaOrmlow4PAYfMUEEV=PROCELMM AGAPE.ffiNP¢IZI5.14 didD373.16PINAL ••t ;.Y=� fli Yt�. Cheek unit ❑ Mercheran®od on page l only, end all locatfons will operate uaderTax ID Numbs [] Mercliom named on page 1, with Tax ID'X=ba end the following etmdD(s) (a Separate Farm WA or Fomr WARM, az npplimble, must be antnnitted for emb entity Td—mid ed below): Name Tex ID Numbs hUMOUNT, eu bebalf of Itself lad each of the BLAVON, INC dIIlletsd eadtta Idw(ifud above. By. Title: Daze: (Schedide B "Effective Date") Namc: SCbednlCB SCHEDULES Check one: Hewn-PDPASd%duie P- AMLWWLWIfM(V.al.al.l5) El Merchant named on page 1 only, and all locations will operate under Tax M Number _ NI Merchant named on page 1, with Tex ID Number 42-6004813 and the fallowing dUiste(c) (a Music Foran W4 or Form W -SBE;, as applicable, must be submitted for each entity identified below): Nunc State University of Iowa Alumni Association MERCHANT, an behalf of itself and each of the affMatad entities identified above: By. Namc:_nP.My 7umhach 'ride: Director of Purchasing Tax ID Numbs 42-6059867 Name -.Timothy I.WeF Title: Senior Vee President Ulob a I C f 9141 1 Date: (Schedule B"Effective DA") Hv �� Noma: TimDthy t wile. Title: Senior Vice President Global Crezflt and His Schedule B Elav! SCHMULE B Check one Flavon—PDPA 6cheduk B— A6liaW IRnUUu (v 01.01 1S) ❑ Merobaid named on page 1 only, and a locations will operate under Tax ID Number Ix] Merchant named on page 1, with Tax ID Number 42-6004333 _ end the following affillate(s) (a separate Form W-9 or Form W-6BEN, as applicablq must be submitted for each emity identified below): Name Tax ID Number University of Northern Iowa Foundation 42-6056591 MERCHANT, on behalf of itself and each of the alfili ities identified above: ey Name: KCIIy F1090 Title: Asst. VP Financo B Operations ELAVO ` 13y: Name: Mostly Idillef Thle- Se ., President Z4Global Cre ' v d Is (Schedule B "E me_ By: -Timothy I. Mile Name: denier Vine president Tale: Global Credit and Risk Schedule B Eh(v n (Univ. crimp &Udv KN&ti=ro )PATMOUrEV1L8 DMAGkBEM •v.1Z1,.1< dld0323.1611MAL [Scpmately Pmvidadl scudule C Zlklu 4 Machrnt/f:mpmete Nma (as desasbW in the Agzecment— Individual DBAb v M be obtained dutia& the implementibon phase): University of Iowa Primary website: www.uiown.ean Comact:SenJedUclra PboneNnmbat;.319-335-2724 ad. _ Address: 7 Jessup Hell Use aPhysical Street Addras—NO P.O. BOA AddressZ: 5 West Jefferson St - City: Iowa City FcdeM Tax ID: 42.6004613 snn:1A Ztp code:52242-1316 tncmPoration Data Siete IA year 1847 Business Country of Odgin (Imadquvrcered): USA GwgraphyFxdpAnt (a0 cauno-ras seemed to do business): USA, Busigus Scope of opens=(rota(rwmber oflowtlonr in all Mo iar bu:luding USd):1 ❑ Beneficial Owner.. Perecmage ofOwnetahip % 0 Aidoritrd Sigmr ❑ Respenablc Putty Fast Name:Debby Middle Name: Inst Name: Zumbaeh SSN9: HomeAddtus: DOB: City. Starr. Zip Code: - Home Phond: Primary Identification Domment Documentlssuing Agcmy: Docmrwd fi: Issue Date Fahy Dan: Principal ddram matches the address outhe PrimaryIdentificatloo Document unless otherwise noted _ ❑Afem DoeumeMinebAadifnDaddressmetch Individual Fa mption Clens: Occupation: Rmployu: Cosmiry opP<mmentRaidenrr: Combxs) ofatizenship: ' ❑ Benefudal Owner. Perecinap of Owncmhip % ❑ Authorized Signer ❑ Rrsgm iblo Part FhstNeme: Middle Name; Last Name: SSNY: Home Addsrss: DOB: City: Slow Zip Code: - Home Phondl: Primary IdWiBcatimDoc went Document Issuing Agency: Document N: Issue Don: Expiry Data: Principal addmet match= the address on the Primary Identification Document Wm otherwisenoted ❑ Aliemme Document included if no ad&=match 13BearIIeiul Owner. Vasco age of otvnetshlp % To Anthodmd Signer ❑ Rc .-M. Puty - I>imeNama MiddlaNmte: Last Name: SSNR: Home Address: DOB: City. Sime: 7ip Code: - Home mesa: rimmy Identification Doa®ent Documenthaaiog Agency. Domrmmt R: hums Date: Bepiry Data: Principal addrr=.1ches the addressan the Primary h1caUcation Document unless wh=wim noted ❑ Ahemate Doeumemineiudedifnm nddressmetch Schedule C- MracbandAppliation (targe Relatioathip) USA (v.112015) Nin %e,. lmrd mnfim will ht uncrnl by 1hr AD,e,mrnt. amrrshe cndw aameG) end PNml Taa r0 al vv Sch W vie a )_A ember.Inc. 0 Eleven, I F > M j �,x Y ❑ U.S. DmkT4tlaw Asrocmuan = 0 Key Bank, National Asmeitaka (if selected, then all rtfumccs to P7awn in the Agreement shall mean Key Merchant Savin , LIP, o Joint reasons bmwtess Key Bank Mdonel Association and Eltym% Inc ) Q Public Corporation 0 Closely Held Corp 0 Sub S Corp 0 Sole Proprietor Business/ ❑ General Partnership 0 Limited Partnership 0 Limited Liability Company Orcrofaalioe 0 Government 0 Transit Authority 0 Utility 0 Publidpriva(a Consortium Type' 0 Collcgefuniversity 0 Health Care ❑ Religious 0 Non -Profs Charitable or Social w,han nr rrrr ❑ Other(Assn/Estate/Intst) Tax Exempt: [] NO M YES (J VES, State Tue Exempt Jonnmenwiorr will be required for each Emily and Side where a location processes) The Outdo I sw menu provided by hdrrthant oast be It the name of (til: entity identified above. If the financial statements are in the name of another entity, then additional underwdliog requirements still apply. ® GoYCmment/)nstltutiona, Olgenization (VueQw<Dnr{d<wd,is. - _- Pioanrials: ❑ Publicly Taaded(hyasd ) hrtpG/afrSo.uiowa.WWRlrslofefo.viorvn,edu/t)les/erysiwye upl�ads/NlnenclaLRepmt_2915W Gw+dm.mmaa7 ❑ Pdvstt p'rtiq tid b na•:,a7 EB.Pdi) 0 Banc Provided Druripaon of ProducU3ervices—pltme ba specific: l 0 Retail 00A 0 licstamant 0% (D Lodging 0% 0 Pay at Pomp 0% Proctasfag Eav'sronmeat(s); 0 Mail Order Oe/ 0 Telephone Order 0 Cl 5upermarket0% Tmlasst Kual IWA ® Internet 00/6 7tmuaauom accepted through a wtbti;e requiroe that rpca6c attmihy/policy aquSrunrnls be met is order to pmcas. Card Types: I.icmhant shall determine in ncewdanot with rho Payment Network Regulations wbkh typc(s) of Credit Cards and Debit Cards it will agent to accept m a form of payment from its Cusv:mcrs. The s rd types melude Visa Credit Visa Debit MasterCard Credit, MasterCard Dnbitand Discover (ICB, Df, CIfP). 19may--taaiolursule ®Terminals— OVAR— Nenrork: Solutionts): 1]Orha: (vmk ul tha,P161 ®Elavon Sotlwmc— Elaron Certified: ❑YES OCvr Dacdua ❑NO(L'etaawnawvk) ADVANCED DEPOSrr PROGRAM ELBCTfON I 1 ❑ DO elect to participate in the Advance Deposit Service Program THIS ISLTbtnMDTO HOSPTTAUTY pfCC'S DO NOT _I [Checiriug Attaunls Doty) Submission o(benk docweumtWinn u rcqui2d fm Wl DDAs submitted, net wemay rnn6rm eery dery diradywiih the bank. Primary Bank: Questions, nay be d'dferens and W91 be Primary Bank Contact No me: Primary Back Cantast Phone: captured a Ira mid level) AMR Mllbaeh 319-3684127 U5 Bank —TDA,ocumentation Primary ADA/Routing N for ACH: Primary DDA Aerosol N forACM Cone required): ACH Debit Bloetdng: 073000545 TBD nk Letter // 0 Voided Check No ❑YES By sipping below, the applieam merchant ('Merchantj ad In suMmirod apmstmuivc represent andwament to Eleven, Its, and Mamba that (�) all information provided in or with this nadludapplication (Worchmd Application') it tmc and cemplele and properly regents the business and financial cu clition of Merchant, and (a) the pemerssigning this Merchant Application is duly authorized in bind Merchantto all provisions of the Agma evil • _ MERCHANT �IL� 4/25/2016 By: Data: Name: Dehhy Zurnbach Title; Director of Purchasing sante PAIHI' -2- Schedule ]Sched le C-MerehaoeAppOeatioe Q.uge Relationship) USA (v.111015) ��4ex ,C1 llf �+l lilall � 71 101( •'1' l'RGi891 S11y i; MuchardiCorpozato Nwic (as described in the Agreement- individual DBA's will be obtained during the implememstion Phase): University of Northern Iowa Primary Website: WwNSitn Ledll Contact: Christina Geweke Phone Number: 319.273-5705 Ext - Address: 103 Gilchrist Urea Physical Street Address-NOP.O. BOX Addims2: I227 W. 271E Street City: Cedar Falls Fcderal Tax ID: 42-6004333 state: ]A Zip Code: 50614-0008 lncorpmetion Data State year Business Country of Origin (I)eadquarleMd): United States Geography Footprint (ell countries licensed ro do buslne s): USA, Business Scope of Operations (totalnumber gflocaliow in all munlrles including US4): 1 ❑ Beneficial Owner; Percentage of Ownership N Authuhted Signer ❑ Responsible Parry - First Name:Kelly Middle Name: Lest Name: Flege SSM: - Home Address: DOB: City: State: Zip Code: - Home Phaneu: - Primary Identification Document: Document Issuing Agency: Document 0: issue Date: Expiry Data: Principal address match= the address on the Primary Identification Document unless otherwise noted ❑ Alternate Document included it no address match Individual Exemption Class: occupation:Employer. Country of Permanent Residence Country(s) of Citizenship: 13 Beneficial Owner: Pucmregc of Ownership % ❑ Authorized signer ❑ Responsible Party First Name: MiddleNamc: Last Neme: SSW DDB: time Address: City. Stare: Zip Code: - Home Phondl; Primary Identification Document: Document Issuing Agency: Document N: Issue Dnte: Expiry Dale: Principal address match= the address on the Primary Identification Document unless otherwise noted ❑ Alternate Document included if no address match ❑ Beneficial Ower. Percentage of Ownership % ❑ Authorized Signer ❑ Responsible Party First Name: Middle Name: Last Name: SSNu: Home Address: DOB: City. State Zip Code: - time Phonal/: Primary Identification Document: Document Issuing Agency: Document #: Issue Date: I Expiry Datc: Principal address matches the address on (lie Primary Identification Document uniess otherwise noted ❑ Alternate Document included if no address match Schedule C - Merchant Application (Large Relationship) USA IV. 11,2015) - When amamllated erdttles will betoveredb The Altmineft, enter the entity ".,(,)and Federal Tael ran Schedule n. Member. 10 Elavon, Inc ❑ U.S. Bank National Association ,, ❑ Key Bank, National Association (if selected, than all references to Eleven in the Agreement shall Haan Key Marchant Services, LLC, a)oint venture - between Key Bank, Nutionel Association and Elavon, Inc.) ❑ Public Corporation ❑ Closely Held Corp ❑ Sub S Corp ❑ Sole Proprietor 3' Bettina" ❑ General Partnership ❑ Limited Partnership ❑ Limited Liability Company "a1 d Organization ❑ Government ❑ Transit Authority ❑ Utility ❑ Public/Private Consortium ;-'may".`, Tye' ® College/University ❑ Health Care ❑ Religious ❑ Non-Profit Charitable or Social ---''r K: MvtaYJsi.Ppy ❑ Other Assn/Fstate/Trust ) Tax Exempt: ❑ NO ®YES (ifYFS, State Tex Exempt documentation will be required for each Entity and Sta(e what a IWaIOn processes) The financial statements provided by Merchant most be In the nnmc of the tntity identified above. - If the financial statements are In the name oranalher entity, then additional underwriting requirements will apply. Financials: [I Publicly Traded (symtW ) ® Govemmenignslitutional Organization (trmncP r;ec xehrae: Financials: ncial https://cgi.access,uni.edu/reports/cafr/index.shtmi) ❑ PTNAWOPmreaddvle leo El Bank Provided ' Description of Product/Serviccs- please he specific. Higher Education Processing ® Retail 15% ® Restaurant 65% ❑ Lodging 0% ❑ Pay at Pump 0% Environment(s): ® Mail Order 3% ® Telephone Order 2% ❑ Supermarket0°/n *o Td.] man sed 1W'6 ® Internet 15%Transactions accepted through a wClJsitc requires that specific security/policy requirements be met in order to process. 1 Card Typo: Merchant shall determine In accordance with the Payment Network Regulations which type(s) of Credit Cards and Debit lards it will agree to accept as a farts of `' payment from its Customers. The card I pes include Visa Credit, Visa Debit, MnstriCard Credit, MasterCard Debit, and D¢cover (JCB, DI, CUP). ®Elavon Pointnfsale ®Tertninals-❑ VAR - Network: r.'4 Solution(s): ❑ Ogler: ❑Elavon Sofiwaro- Elavon Certified:❑YES Do1Pwdia E) NO (Liu aOvhawr4J ,�. [mrh ra di wPy) .y -' ADVANCED DEPOSIT PROGRAM ELECTTON I ❑ DO THIS IS LIMITED TO HOSPITALITY MCC'S DO NOT elect to participate in the Advance Deposit Service Program (Checking Accounts only) Submission of bank documentacon is required for all DOM submitted, and we may confirm any data directly with the bank. ' Primary Dank: (locations may be different and will be captured at the mid Icvct) primary Bank Contact Name: Primary Bank Contact Phe: Wells Fargo Bank Rochelle Beals 1 505-245.3249 Primary ABAIRontiog a for ACII: Primary DDA Account 0 for ACH: DDA Documentation (one required): ACH Debit Blocking: 1 073000228 TBD ® Bank Letter // ❑ Voided Check ®NO ❑ YES - By signing below, the applicant merchant (WDrchnnt'') and its authariwd representative represent and warrant to Elavon, Inc. and Member that (i) all infomielion - provided in or with this merchant application ("Merchant Application') Is true and complete and property reflects the Itusiness and financial condition of Merchant, mrd (ii) the person signing this Merchant Application is duly authorized to bind Merchant to all provisions of the Agreement, MERCHANT By: —r TG ] Date: _4/25/2016 Name: _Kelly Fiege Title: Asst. VP Finance & Operations, & Treasurer_ FMrr Ppair -2- Schedule C - Merchant Application (Lugo Relationship) USA (v.11.2015) EIaVVn (Uaiv.oflawoAUsv. efMwlh=Jxe)561IDULS7ftrD?A- Cavcmvxmr,12.15.1edtd 0323.16 FWAL SCHEDULZ I PROCESSNG SERVICES FOR GOVBRNMMNT SNTITIRS AND INSTITUTIONS PROCESSING SERVICES FOR GOVkRNMEh'T ErMTIES AND Hv'STITUTIONS. Machan ekes and agmen to orscpl the Payment Device Prootssing Services for government entities and instRutiaro, m such savior the furihcr described in ibis Hehedde and the Exhibits herem, and subject to the terms and conditions of the applicable provisions of the Agreancnt Except as expressly modified purnumt to this Schedule, all terms and conditions of the Agreement, including ail Other Schedules to the Agreement, remain in fiill force and effect and shall govern the relationship among the parties to this Schedule 1. F.Iavon Fee Celkcdon Model (alae!: nnel: ® Direct Debit ❑ MomblyNet Settlement ❑ Inwico(whcrtrallablo) Capitalised terms used and not otherwlm defined in this Wmdnlc I shall have the meanings ascribed to them in the Agreement or in the Machan Operating Guide ("MOG'j, which is incorporated herein by this m.%MnM W WTIPDSS WHEREOF, the parties hereto haw executed this Schedule I to the AJgranx�M." THB UNIVER-M OF IOWA, ELAVf1.Yrt3ii„ on behalf of Itself and each of the affiliated entities identified an Schedule B to the Agreement (the By: °MBBCIIANT'), r.J,o„f„d--• Nome- Let— Title:- 7 tl Tide: Roti I e President Name: Debbl,Zurnbach Global Cr di and Risk Date: Tide: Director of Purchasing (Schedule 1^4twcv ONC71) T7IE UNIVERSM OF NORTHERN IOWA, on behalf of itself and each of the affiliated entities identified •� on Sched It B to the A mmt (the "MERCHANT^): By- Time ly 1. MI ler DY- Nome, -SaRlef1iiee-Presklent NO Title. Global Credit and Risk Tide, Schedule I Elan. (Qmv.oflora&Spiv. ofNoadmlowa)Stn»WSI WDPA• novanmmtv.1115.14 did 0373.16 FINAL Section A— General Provisions Applicable to All Member for any liabilities, claims losses, costs, Merchants under this Schedule expenses and demands of any kind or nature, arising out of or in connection with any of the 1) Fees. Elevon and Mcmberwil be compensated for the foregoing suits, claims, losses, demands or Processing Services provided under this Scbedule as d... a." - provided in the Agreement as such Agreement may be e) Section (A)(6Rb)Ca) Maven Responsibilities. is modified by this Schedule. revised to mad as follows: 2) The following provisions hereby replace the Ileo- "hi) Eleven Responsibilities. Elavou will be numbarad provisions of the Agreement or ore hemby respxm;ible for and will at Its own expense defend inserted or deleted born the Agreement, as Indicated, itself against any suits, Babas, losses, demands or for Merchants operating under this Schedule. stem w arising out of (A) Mavon's breach ofiho a) Section (A)(6)(a) Arrancy of Information. is Agreement, or (E) Flavones negligence, gross revised to mad as fellows: negHwoe m willful r iscmducLn "a) Accuracy of loformstion. Merchant must d) Section (A)(g)(b)(H) Financial Information. Is promptly notify Elavan M writing of any material revisedto mad as follows: changes to the information provided In the 'til) Financial Information. Upon the request of Merchant Application, in the bid process if either Eleven or Member, Merchant will provide applicable, or otherwise in the Agreement, Eleven and Member audited financial statements including, without limitation, my additional prepared by an public ecaaueatam selected by location ornew facility at which Mercbantdcefrca Merchant, or if Mecham is mudlted by a to use the Processing Services provided ender this governmental authority, then Merchant will Scbcdule, the form of entity, change in coutrol, provide financial ststemlants from such material changes to thn type of goods and services governmental authority. Within one hmubcd provided and/or payments accepted, and how eighty (180) days after the end of each fiscal your ltamsactions me completed (e.g, by telepho= (or in the ease of a government entity, when mal, electronic commerce, ar in pernm at avalablej Merchant will frrrdsh Elavan and Merchant's place of business). the notice must be Member, as requested, a financial statement of received by El"m at least ten (10) business days profit and Ions for the fiscal your and a balance prior to the change. Merchant will promptly sheet as of the end of the fiscal year, each audited provide any additional infmmalion reasonably as provided above. Mercheat stall also provide requesedbyElavon. Muebaretwlberasponsible Eleven and Member such interim financial for an losses and mpe sms ineurred by Eleven or statements end other information as Event or Member arising out of MerehaWs failure to Member may reasonably request from time to provide proper notice or requested information for time ^ any such dump, and will not maim nay claims c) Section (A)(11)(s) Products or Services. is againstEiavouorMemborfarmylossessustaled revisadtomadasfollows: by Merchant as a result of such failure. Elavvn "a) Products or Services. Merehsal may desire to may immediateiy termimce the Agreement upon a use a Value Added Servicer to assist Merchant materiel cbm ilelothcirdormetlonla th ememhant with its Transactions. Merchant shall not utlim Application if such change is not approved by soy Value Added Servicer unless Merchant has Elavon. Maven has the right to rely upon written disdond such use to Elam pmviouslyin writing, insbuetioas submitted by Marchant to request and unless such Value Added Servicer is fully changes to Membant's business information. compliant with all Lars and Payment Network Membent may request written confirmation of Regulations. Any Value Added Servicer used by Woven's consent to the duregas to the Merchant's Merchant muse be regis aced with the Payment business loformation." Networks prior to the pcafoman e. of my b) Scdion(A)(6)(b)(i) Merchant Responsibilities oonheUedsetvites onbabalfofMerrLant.Further, is revised to read as follows: as between thoparties ntbis Agmement, Merchant uD Merchant Responeibllilim As betwean will be bound by the acts and emissions of its Merchant, Mews and Member, Merchant will be Value Added Service and Musical will be responsible for, and at Its ohm expanse, dcbnd respons[ble for compliance by such Value Added itself against my suits, da m% losses, demands or Seviccr with all Lova and Payment Network damages arising out of or In connection with (A) Regulations. Merchant will be responsible for my any dispute with a Customer, Mulder or any loss, cost, or expense manned in manearm with third party relating to my Trmanttian, (B) eery or by mason of Machanes on of my Value acthm elmaby Rlavm ")r lcmbcrwithmspcetto Added Services. Merchant's use of any Value the DDA or Reserve Acratml in ammdance with Added S"W= Is at Merchant's rick Neither the Agmement, or (C) soy breach by Merchant of Eleven nor Member is responsible for any Volue any obligation under this Agmen mt Merchant Added Sorvi= or for tae products or services will not make mry claims against Elavon or olEeredleysucitVdusAd&dServicer, noramthey Schedule I ElV n (Udv. ofla &Univ.efNo,Nnalwa)SOODULUI WPDPA-(iavesnmeniv.12.13.14 dWM23.16flHAL mspoesble for my Transaction until Eleven and ('w) promptly notify Elavon if Merchant receives data for the Transaction in the format believes ElmuN databases or services or required by Elavon. A Value Added Servicer's Membmfs information has been cempmmised by access to or ability to imegaie with the products, we of the password. If Merchant receives services, and systems of Eleven may terminate at passwords from a third party for products or coy time and Eleven shall have no obligation to services related to Transaction processing, advise Merchant of inch termination" Merehard most protect such passwords in the f) Seeder, (A)(12)(d)(lii) Early Termination Fm manner required by such third party and be [DELETED] responsible any losses, costs, or expenses that arise g) Section (A)(13)(d) Security Program from Memboufs use or misuse of such third party Compliant. is revised to reed as follows: passwords." "d) Security Program CompEaum Merchant r) Section (Ax11%) Jurisdiction and Venue; must comply with the requirements ofthe Payment Governing Law. is deletrd Cord industry (PCI) Data Security Standard (PCI j) Section (A)(IS)(e) Exclusivity. is deleted DSS) including the Cudholder Information Security Program (CISP) of Vise, the Site Data Section E—Elaven Fee Collection Models Protection Program (SDP) ofMaAaCmd, the Dam Security DISC Program and the PCI DSS 3) Direct Debit Fee Collection Model. If Merchant regulations of Discover Netwodc, and the security elects the Direct Debit fee collection andel on page 1 programs of any other Payment Network as to of this Schelde 1, Section (Ax5)(a), Fees, of the which Merchant accepts a Payment Device, as Agresmeut ma sins tmchanged and in fail fares and applicable, and any modifications to, or effect replacements of such programs that may occur 4) Monthly Net Settlement Fee Collection Model. if from rims to time (collectively, "Security Merchant elects the Monthly Net Settlement fee Programs"). Upon request, Eleven will provide collection model on page 1 of this Schedule I, Section Merchant with the respective website links to (A)(5)(s), Fees, of the Agreement is herby replaced obtain the current regairemeuts of the Visa, with the following provision: MasterCard, cad Discover Netwo is Security a) Section (A)(5)(a) Fees. Notwithstanding any Programs. Mmeh ntwiil not disclose Cardholder provisions of Section (A)(3)(b) or Section or Transaction information many third parry, (A)(3)(c) to the contrary, with respect to the except to an agent of Merchant assisting in colIc Aon of fees by Elavon and Member, completing a Transection, or as otherwise required Merchant will pay Elavan and Member fees In the or permitted by Laws and the Payment Network ordinary course of business for services, supplies, Fegulmiorm Merchant must maintain all systems and equipment in anonrdatxwith Schedule A, my and media containing Cardholder and Transaction amendment to Schedule A and any additional information in a secure meaner to prevent epplicatina or Setup form(s) provided by Elavoa unamhorirnd access to or disclosure of such and Member in writing to Merchant Such fees information. All Value Added Servioens from will be calculated daily and will be offset by whom Merclseat procures services must comply Elevem and Member against emounts owed by with the requirements ofthow Security Programs. Eleven and Member to Merchant for. (1) on the Machaok and act Elaew or Member, is Mal day of each month far the prior month's responsible for Merehanfs owe actions or Proonssing Services, and(d)followmgthefrstday inacfloas, those of Merchant's officers, directors, of the month for fees and other smmmts owed m shareholders, employ= and agents, including my Eleven and Member pursuant to Schedule A that Value Added servicer (collectively, "Merchant's are not available ormasonably calculable as of the Agents'). Merrlfaof shell be responsible for my testdayofapartlailarmonth. Inthementfuitthe liability, loss, cost, or expense resulting from the funds owed by Eleven and Member to Machmt violation of any of the Security Program onthe first dayofa calendar month areiesufficient requirements by Merchant or say of Marehmt's to offset amounts Merchant owes to Eleven and Agente." Member for Processing Services provided daft h) Section (A)(14)(e) Passwords. is revised to read the prior march, Eleven and Member may ofLwt as follows: my unpaid balance owed by Merchant against "e) Passwords. If Merchant receives a password future amounts Eleven and Member owe or will fieri Eleven to access my of Elavon's databases owe to Merchant natil Merchant's financial or services, Merchant will: (i) keep the password obligations am fully satiafied. confidential; (E) riot allow my other entity or 5) Involve Fee Collection ModeL If Merchant elects the person to use the password or gain access to Invoim fire colloctionmodcl on page l of this Schedule Eleven's datebaes or services; (itr) be responsible I, Section (Ax5)(a), Fees, of the Agreement is bemby for all action taken by myuea ofthe password that replaced with the following provision: obtained access to the password from Merchant, scheme I Elan (Univ. ofIam&UWV. krU=IM) SCHODME I mYDPA-Owe v.1115.14 dW 03.13.16FID1)AL e) Section (A)(5)(s) Fees. Notwithstanding our provisions of Section (A)(3)(b) or Seatlan (A)(3)(c) to the contrary, with rasped to the collection of few by Emu and Member, Merchant will pay Elavon and Member fees in the ordinary course of business for services, suppNes, and quipment in aeoordance with Schedule A. say amendment to Schedule A end any additional application or slop form(s) provided by Elawn and Member in writing to Merchant. Such foes will be calculated ma each month for the previous month's activity. ElavanwiU&mdlh=hma miuwiccmflecting the fees duo which Memb rd mast pay within thirty (30) days of tba havoice date. In addition to all other available remedies, Elavon end Member may offset my ontslmlding or uncollected amounts that am mora tlum nicety (90) days past due from (0 any amounts they would otherwise be obEgatad to depositintothe DDA cad (E) any other ancients Ehwon or Member may owe Merchant under the Ageement. Schedule I Elan (UMv.0M., un3om)SCHEDUNJ talWA-Cmrvmirnw and Smkc Fem v LOL15 did 0523.16FIN4.L SCHEDULES PROCFSSING SFRVICES FOR CONVEMENCE FEES AND GOVERNMENTA-MIAC INSTPI MON UjtWCE FEES PROCESSING SERVICES FOR CONVEMWCEMS AND GOVSRHIIMMfflUBLIC INSD1 V 1 ON SERVICE FEES. Merchant elects and agrees to the following Proccsdng Services for Com enimcc Fees and/or GovemmendPublic hrstitutiou Service Fees as pari of the Payment Device Processing Services, as such services am further described In this Schedule and Exhibits herein, and subject to the terms and cendit; of the applicable provisions of the Apeement Except as expressly modified pursuant to this Schedule, all tams and conditions of the Agreement, including all other Schedules to the Agreemerd, remala in full force and effrct and shag govern the relationship among the particsto this Sebetiale L Merchant may elect to participate in the Convenience Pee program (Part I) or fie GovemmentTublic lnsdtution Service Fee program (Part II). Merchant may only elect to charge a Govern nenWablic Institution Service Fee ("GPISF") if it is a government or public insdmtion Merchant opmadag in certain desigmmd macbant category codes in compliance with Payment Network Regalations, as more fishy set forth in Part Il of the Teams and Conditions included In this Schedule. .PArt I: Convcnienco Fcc Funding Model (check ons): ❑ Macbent-mm ugedl ❑ Ehavon-managed, L Wacbm"=.sed' emm mrz Machmn ambUibm 4e umwt N the Cemcde Pw (Utjem b the mgohemenu cf iha SrB & and appnmWe P y nt NetwmkReguenU)mdremlmaxCeovnm =7& MeeLentpeysEhvm the pernmmcomfmw setfmaim khedaleAta am AycoaM@raa Cmvmdmco Fee Trw 6= 2-Plftsamaged"tram t Tthm esrdAA a memouMoftbPaC. dei.Fevdmumsthe Tb-Cm mim Fft t91.h bpd yMemmmpamdnded mepatianractim lacer set PotOon SehedabA b me AgraumeM fmmnimiemsFwltaxaetieea the Cemrn+scFee h ibL cbmhedby MeielmmitaMinMndrd m the ormamiUeedmammim chargodm me Cerdlmldc. Convenience Fee Pricing: Note: If atiemd ice mature is etilimd (ie., the fee changes based on the t mmsactim amount), please attach additional derail If Merchant elects a Marchant-managed funding model, then this information will be uscd solely for PsymentNetwork registration pDrpomms. Convenience Fee fiat amount S Convenience Fee % (available only fbr MasterCard, Discover, and ACH pmgrams) Minimma Annual Fees (if applicable): S Implexamtstion Fee (if applicable): S PavmenUfmns cVm Twos ❑ Crcdit(dteck at that apply): ❑Visa; ❑ MasterCard; F-1 Discover 17 Signature Debit(check ell dud apply): ❑ Visa; ❑ MasterCard; ❑ Discover ❑ PIN•Bsad Debit ❑ ACH (via Electronic ©trek Services) E nPtoduct Smoo�ng Filavmt-M raged Convenicnco Fee Aac•�mant to be Used by Membant(check all that aoolvl ❑ Biller Dirtet Services(SchedulcK required ifchecked)(check ane option below, but only ifMerchmt elects Bider Direct Services) ❑ Btl Psymew Poral ❑ Enterprise Biting Solutions ❑ Merchant Proprietary Soludm or Value-Addcd Servicer ❑ Other artM GPISF Funding Model (check one): ❑ Membant•menaged' ❑ Mercheot-managed withElavon POS Devims/SwAce Fee Terminals' ❑ Blnvamsnanagedr 1.7Jfasehmhmwgad'mmsacMaoamtatadbksthe amomlcfdm OKSP,p CcUld ihYOMAM mu the Mg. eodruim me(&1SF(mbjeam ax regmbm of ihh Schedule rand appHmble PAy=tWch mk Rvgu1Afma¢ ASvraaM pays Tilavm a>e per lvauaitlon Ra U cert BiA an frLedda A m ilro AP=mcnt fm ill OF1SF T.•=d Schedule j ElaA (UnIv. ofNordounb a)SClHEDULE7bFDPA-CmrWnrceaodSuvl¢Fmv.01.0LISdtim33.l6FINAL 24EemhmtamagedwU RIa POS DeviccdS viwFwTeromnh"mw ta9Immb pmgrrmt the POS Devku to mrea the DPISF LmWished bytheMerchant and)A.d tmWa,the GPISF. 3."Elava =Wd'coramgetEIa earaWhhm dx ammnn efthe GFISP, andElawn rlmges and rehimtheGPISPin lienofmaruvronbagaden to pay Elavw tbapar hv=ctimfeea aaaafmlhao Schedule Ab Tho AS=au4 for OPLSFTnm tl= ❑ Visa Govemmentand EduesilunhImmt?ropgam Tramulin Tvoes {elteek all That apply): ❑ Federal laoome Tax ❑Government Fees Slate Income Tax ❑ Tuition Real Bsmte PropertyTex ❑ Other Education Expenses ❑ Business Tax ❑ Other Ten GPISP Pricintt: Note: If a tiered &a struchae is utilized (Le., the fee clmgm based on the transaction amoont), please attach additional detail. If Merchant elects a Merchant -managed funding model, then this intbanation will be used solely for Payment Network ngistretion purposes. Credit Card Servic- Fee % or $ Signature Debit Service Fee % or $ ACii(via Electronic Check ServICCS), Minimum Annual Pees (if applicable): S Implementation Fec (if applicable): S Cud Accemap_w_fchNk all that apply): ❑ PointofSale ❑ TVR ❑ Internet ❑ Other _ ❑ Visa- EOgiblo MCCr. 5211, 8220, 8244, S2A9, 9211, 9222, 9311, 9399 ❑ MasterCard-E.ligild MCCS: 8211, 8220, 9211, 9222, 9311, 9399 ❑ Diseovar(evallebleifBlavomacgtdred) ❑ Signature Debit—(check all that applyx ❑ Visa -Eligible MCCs: 8211, 8220, 82A4, 8249, 9211, 9222, 9311, 9399 ❑ MssterCerd-Eligible MCCS: 8211,B220.9211,9=2,9311,9399 ❑ Discovv(available ifElavon-enquind) ❑ ACH (via Elecaume Check Services) Inavon Product Sutmottine GP1SF Assessment to be Wod by Mombent (check all that anpiv): ❑ 13111cr Direct ScMces(Schedula Krcti<>Irtrd if cbeciccdxchakone option below, but only ifMcmband elects Biller Direct smvi=) ❑ Bill Payment Portal Q Emerprise Billing Solutions ❑ Service Fee Terminal (VeriFone vx520 or oquivalcmXonly Mernbams electing to charge aMerchent-managed GPISF miry choose this option) ❑ Merchant Proprietary Solution or Valuo-AddW Servicer ❑ Other Capiteliredterms used and not otbawim defload In this Schedule J shall have the meanings asenbcd to them in the Agreement or in the Merchant Operating Guide C MO&J, which Is Incorporated herein by this rdarenov. Schedule J Elan CWv. afNmthavfmn) aC MM1710 PDPA • Caavenngee sad Samoa Pees vO1.01.15 did 03.73.16 FINAL IN WITNESS WHRREOS, the pmtles hereto have executed this Schedule 7 to the Agrm=nt THE UHIVEBSfCY OF NORTHERN IOWA, on behalf of itself and tach of the affiliated entitles Iden ifed on Schedule H to the Agreement (the Rr• Neux: e rue:{-yP Fiv�n� sn .rvfkT�, �ry�t ELAVON TimothTimoth I. Miller Senior �cePreslrTent Names Timothy i. Miller enl t Tide: Ginhal Credit and Risk Schedlile.T Elan Elam-PDPAS 3 ads r-PmwrinsSevnsr for Ca=mp ms Fmmd 6P}CP_(r,91 OLM Terms and Conditlow Part l: Convenience Fees request from Flom Merchant is finder responsible for complying with all requirements 1) Convenience Fees. as provided by Maven from tlmc to time to a) Merehant Managed. If Merchant is both eligible to appropriately process the eligible Transactions to charge ConvenimmFoes and has elected on the cover qualify for optimal lmcrclu rge rates within five page of this Schedule Ito manage Convenience Fees (5) days of Elavon's communication to Merchant (with or without use ofaVahm Added Servicer), then oftheseme. lfMambantfallstomalmehangesto Merchant shall comply with the standard provisions its POS Devices or Payment Device acceptance regarding Convenience Fees set forth in the procedures, or faits to adjust the amount of the Agreement and the MOG. Convenience Fee charged prTransaction, within b) Maven -Managed, if Merchant is both eligible to five (5) days of Mayon's requeattherefo, Eleven charge Convenience Fees and has elected on the cover may, In its discretion, discoatmue the program or page of this Schedule 1 to have Lawn manage suspend a certain payment type, or bill am C.bnvenlence Fees, Merchant Agrees to the following Merchant for charges in excess of the pmvislons, as and in the extent applicable, in addition Convemram Fee to meaver losses related to to requirements regarding Convenience Fos set forth Transactions that did not qualify for optimal in the Agreement and the MOG. Interchange rates or did not include the J) General. At Merchant's election, Merchant may Convenience Fee amount requested by Maven. choose to have Leven manage the Converdcnee 2) Fecs. If Merchant hes elected on the cover page of ibis Foe Merchant will chargo to its Customers for Schedule J that Convenience Fees wig be "Merchant. eligible Transactions, provided that Merebont is managed" or `Merehaat-managed with Value Added to compliance with Payment Network Sazviae,' thea Membant wig compererate Mayon and Regulations and Laws. In such circumstance" Membrr for the Processing Services for Convenience Fee Elavon will communicate to Merchamthe amount Transactions as Indicated an Schedule A to the Agreement of the Convenience Fee Merchant is required to (1c., Merchant will pay standard per transaction fees for charge fm each aligibla Tmasaction, and Convenience Fee Tmnsactiont). If Merchant has elected Merchant will assess the Canvmicuce Fee oathe cover pap of this Sehedtde111ut Convenience Fos amount communicated by Lavoy Merchant will be "Moon-managrd," then Maven will = Gem the agrees that any Commimea Foe charged by Transaction sctdmentpeidto Merchant the fag amountof Merchant for such Transactions will be retained the Convenience Fee established by Eleven. Subjeetm the by Lawn and Member and cmutiMa Mavon's provisions above, the Convenience Fee retainedby Maven and Members property, and Merchant where Merchant has elected 'flown -managed" acknowledges that Merchant has no right, title or Convemmce Fees Will constitute fug payment to Lawn interest in such amounts. including In the even and MemberArMaven's processing ofsuch Ttamsactions. the underlying Transaction is charged back to Far the avoidance of doubt, Lawn's retention of the Merchant Lawn may adjust the Convenience Convenience Fee amount when the Convenimm Fee is Fee from time to time' as necessary to Elevonmanaged will. not relieve Merchant of any accolmtodate changes in Payment Network foes obligation to compensate Lawn and Member for any (meluding htcrubange Ems), mdtdnl changes in finis, penaltios or other cideum irmy fees assessed by average ticl et size and/or monthly Transaction Eleven or a Payment NeWo& In the event of a volume, Interchange classification or Charpfbm* Maven will ant refund tin area= of the downgmdes, changes in Chargeback rates, or Coavenleace pee to Merchant changes in Payment Devices accepted and/or paymem channels offered by Merchant Part JI: GoyernmCaVPnbge Institution Service Feer Additionally, Lawn may imnwdimely terminate the Processing Services for Convenience Fees if 1) Applicability of Agreement- If Machani has ngocsed Merchant's Chargeback rates materially exceed anthmitylo charge orto haveLavancluopa GFISFto Its htdusby averages. Cost== for Eligible Transactions (as defied below), g) POS Deyley and Convenience Fee Changes, the following provisions ripply to such Eligible Merchant is responsible for amusing that is Transactions and the related GPISF charged Any otter software, POS Devices and Payment Devin Tmnsactinns or fats, including Convenience Fees, are acceptance procedures fully comply with governed by the. standard provisions set forth in the Mavoes IaAnngons and Payment Network Agmumem. as modified by the applicable Schedules Regulations, including with respect to thrmtN end Part I of this Schedule J. Merchmt agrees to programming of software and POS Devices to the followingpmvisions, as and to the extent applicable, in handle eligible Transactions to ensure proper addition to the terms and conditions of tie Agreement assessment of Convenience Fees and modifying 2) Rules of Construction. lathe even tofa mnflietbetween the am unt of Coravealence Fees charged upon these terms and conditions and other terms of the Schedule J 4 Elan E1wm-7APA 9elxdukl-IIroasing Semarf"rCowede.Pat and GP13F tv.01.01.15) Agreement or the MGG, the terms and conditions of this Schedule J, Part II shell prevall. 3) Definition of Govern mt/Public lwfituthn Service Feer The fee charged by Eleven in Merchant, at MmehanVs election, to Customers conducting Eligible Transactions (as described herein, as applicable)that aro affected where Merchant is operating in an eligible merchant category code ("MCC"). For the avoidance of doubt, fees refeatd to as a "service fed' or'bonvenieum Re (hu the context of the eligible MCCs described herein) Be used is the applicable rules of the Payment Newvodts, where the fee is processed as a wpareta Transaction from the underlying purchase m payment Transaction, we included within the definition of; mud are rofcrted to herein, as a "GPISF." 4) GPISF Services. a) GPISF Services. At MarchanCs election, Merchant may choose to charge a GPISF (a Merchant -managed GPISF) arto have Elavaa charge a GPISF (anElma- managed GPISF) to its Customers far Eligible Transactions, in each case provided that Merchant is In compliance with the Payment Network Regulations and Laws, including the Electronic blind Transfer Act and Regulation I- If Merchant elects an Elavon- managed GPISF, Merchant agrees that any GPISF collected In connection with an Eligible Transaction will be retained by Eleven and Member and ibm such amount constitutes Elavars s and Member's property; and Merchant has no right, title or interest in such amounts. Further, if Merchant elects an Elavan- managed GPISF, Merchant agrees that Mown may adjust the GPISF amount from time to time as necessary or appropriate to accommodate changes in Payment Network fees (including hricucbeage fees), material changes is average ticket size mu/ler monthly Transaction vohane, Interchange classification or downgrades, changes in Chargeback rates, or changes In Payment Devices accepted and/or payment channels offered by Merchant Additionally, Eleven may immediately terminate the Processing Services for GPISFs if Mamhmt's Chargeback rates materially exceed industry averages. If Merchant dells a Merchant-maeuWA COW, Merchant will receive and retain the GPISF collected In connection with Eligible Ttansacdow end will pay regular par transection fees to Elavon and Member for the Processing Services provided by Eleven and Memberwithrespedto such Tmam,'dons. Merchant agrees that the minimum am—' Transaction fees (which lncluda my Eleven - retained GPISP) paid to Elavan and Member for T rimmetlons processed mderthis Schedule shall be at least equal to the "Minimum Atmual Fees" amount idanti5ed m the cava page hereto. For any partial period of less then a frill yew during the term of this Schedule, the actual ammmt of fins paid by Merchant to Etavon for Transactions processed under this Schedule stall he annualized %a determine ifMetchwd has satisfied this obligation. At the end of each year (the first of which shall begin on the Schedule I Effective Date and each successive year of which shall Schedule J begin immediately upon the conclusion of the )receding year), Elavou may notify Merchant if the actual Transaction lees paid by Merchant in respect of this Schedule is less than the Minimum Aminal Fees winner. In the event that Mercbant's actual Transaction processing fees under this Schedule for any such period we less than the Minimum Annual Fees, Merchant shall promptly pay Elavon and Member the difference. b) Conflict of Laws. To the extent Merchant's state or other governing body has passed legislation that requires assessmemofGPISFs or other fees or charges by government egenciea sa a component of Payment Device acceptance, such laws will control in the event of say conflict with Payment Network kegulations. To the extent that assessment of Bay GPISFs or other fees or charges by government agencies as a component of Payment Device acceptance Is not required by law, Merchant bears all responsibility and liability associated with the assessment of such fees to connection with the Agrmzmmt. including all usessmeate, fees, fines and penalties levied by the Payment Networks. 5) Requirements for GPISFL This Section 5 sets forth the requirements of the Credit Gid Associations applicable to GPISFs. Where a Merchant accepts both Visa and MasterCard -branded Credit Cards and/or signature Debit Gids for Eligible Transactions (as defined herein), the Merchant most comply with the most restrictive of these Credit Card Association requirements for all Transactiaw so as act to discriminne among differentPayment Devices or Payment Networks. A Merchant may assess in have Elavan mess a GFISF to Transactions involving Discover Network Payment Devices on the same terms as GPISFs we assessed to the other Payment Devices the Merchant accepts. Elavaamayupdateorrevisetbeprovisionsoftbis Section 5 upon written notice to Merchant e) Merchants Accepting Visa Cards for Eligible Transactions. The following requirements apply to Merchants accepting Visa Credit Cwda and/or Visa signature Debit Cards that desire to charge or to have Elavc¢ charge a GPISF an cet.0� Tlmsecdons. G) Eligible Merchants. Merchants operating in MCLS 8211 (Ekmenfery and Secondary Schools), 8210 (College Tuition), 8244 (Business and Secretarial Sd=Is), 8249 Clade Schools), 9211 (Court -Costs). 9222 (Fines), 9311(11ex) and 9399 (Misecllaceous Government Services) are eligible to charge or to have Eleven rbmge a GFISF to Ltustemers in connection with Eligible Transactions listed in Section (5)(a)(ii) below. I,) Eligible Tramacthona. Eligible Merchants may charge or have Eleven charge a GPISF only In connection with the following "Eligible Transactions": El An Aavea-MPA SebeauL i-Pmaniag Savim lir CmvenieoceFm and QPW (vD1.D1.15) 1) Payments to elemenm y and secondary i) Eligible Merchants. Mmchaats opermingin schools for tuition and related fees, and MCC9 8211 (Elementary Schools), 8220 school -maintained nom and board; (CollegmVniverthiml 9211 (Comb), 9222 2) Payments to coIIegea, universities, (Fmesj 9311 (Taxes) and 9399 professional Schools, junior oolleges, (Miscelloneoas Government Smvlms) are business schools and bade schools for eligible to charge or to have Mavon charge a tuition and related fees, and school- GPISF to Customers in connection with maintained room and board; Eligible Transactions listed in Section 3) Payments to federal courts of law that (5)(b)(2) below. administer and process court fees, u) Eligible Transaetiooa. Eligible Merchants alimony and child sappoctpaymwm; may charge or have Elavon charge a GPISF 4) Payments to government critics that only in connection with the following administer and process local, state and "Eligible Transaction?: federal fmrs; 1) Payments to elementary and secondary 5) Payments to local, state and federal schools for tuition and related fees, and entities that engage in financial sebool-mainminedmom and board; edmbdsirotion and taxation or 2) Payments to colleges, uniwsitica, 6) Payments to Merchants that provide professional schools and junior colleges gcneal support services for the for mitten and related fees, and school - government amla nmod room and boar iii) Transaction Requirements. The following 3) Payments to federal courts of law that requirements apply to Eligible Transactions administer and process court fees, under this Section (5)(a). slimony and child support payments; 1) Merchant must provide Mayan with the 4) Payments to government entities that necessary documentation to facilitate administer and procesa local, state and Mayon's registration of Mcmhant in the federal fines; "Visa Govrmment and Nigher 5) Payments to local, state and federal Education Payment Prugam" and the entities that Capp in financial convenience fee program of Discover administration andtaxation; ar Nehvodr, in each case to the extent 6) Payments to Merchants that provide applicabloandrequaed general support services for the 2) The GPISF must be disclosed to the government. Cmdholderpriorto thoeompledamofthe fit) Transaction Regairernents. T)n following Transaction, and the Cmdholder must be requirements apply to Eligible Transections given the option to cancel the under this Section (5)(b). Transaction if the Cardbolder does net 1) Merchant most laavide May® with the Wish to pay the GPISF, necessary documentation to facilitate 3) Merchant may not also msem a separate Mayon's mgistudinn of Merchant In the Convenience Fee or U.S. Credit Card "MasterCard Convenience Fee Program Surcharge (as such terms ere defined in for Government and Education" andlar Visa's PaymentNctworkRagulatimns). the convenience fee program of 4) The GPISF must be disclosed as a fee Discover Netwod4 in each case to the ossessed by Merchant or Illavon. extent applicable and requited 5) Merchant must accept Visans anew of 2) The GPISF must be disclosed to the payment in all channels Ci.e., $ceto- Cardbolderpriutothe complednnofffie face, malluleplmne, and Internet Tmasactlon, end the Cardimldermust be cmiro®eata, as applicable). given the aptian to cancel the 6) Merchants accepting Visa cards for Transaction if the Cardholdw does net Eligible Transaction must include the wish to paythe GPISF. words "Service Fee" in the "Merchant 3) The GPISF collected for other name" field of the Visa Transaction commemid Credit Cards or other clearing record for the collection of the conaumm AgnaLne Debit Cards maybe GTW. different than- the -GPM as d for b) Merchants Accepting MasterCard Cards for MutmCard consumer Credit Cards and Eligible Transactions. The following MasterCard commercial Credit Cmds. requirements apply to Madurats eceeptmg This requirement does net apply to MasterCard Credit Cards and/or signature Debit payments meds by AOI, cash, check or Cards that desire to (largo or to have Elavoa ?IN -based Debit Card charge GPlSFs on Eligible Transactions. 4) The GPISF for MasterCard consumer Credit Cards can be di$erem than the Schedule 7 6 El An Eawa-PDPA sdedAJ-mo=lar swd=rurCoa =k. Pam u,d GPISF(v.01.01.15) GPISF for MasterCard commercial Credit Cards. 5) The GPM must not be advertised or otherwise communicated u an of)bet to the merchant discount rate. c) Additional Requlremeota for Membanta UtilWag Proprietary Solutions or Value Added Servicers. 1) POS Devices. Merchant is respro able for ensuring that Its software, POS Devices and Payment Device accepteace procodmea fully comply with Eleven's instructions, including with respect to programming of software end PDS Devices to handle Eligible Transections to ensue proper assessment of GPISFs. If the GPW is Elavon-maaagrii, Merchant is further responsible for complying with all requirements as provided by Elevon from time to time to appropriately, process the Eligible Transactions to qualify for optimal Interchange rates within five (5) days of Elavon's communication to Merchant of the same. If Merchant fills to make cbenges m its POS Devieas or card acceptance procedures requested by Elavon within five (5) days of the request Eleven may, in its discretion, distention the program or suspend a certain payment type. Further, if Merchant fails to make such changes and the GPISF is Elavoa-managrd, Fuvon may adjust the GPISF amount and bili the Merchant for charges in excess of the GPISF to recover losses related to lrmtsadimis that did net qualify for optimal launchings rams or for applicable Credit Card Assoelations' reimbursement programs. ii) Approval Required to Charge or Adjust GPISF. Merchant may not charge or adjust aGPISF for any Transaction unless Merchant W disclosed such fees to Elevon previously in writing and Merchant has been approved byElavoa m age or adjust such GPISP. If Merchriatchmgaa oradjusts aGPISF without Schedule J having disclosed such fee m adjustment previously in writing and obtained Eiovor's consent, Merchant will be in breach of the Agreement end Maxon may immediately terminate the Agreement in addition to Padang nay other remedies available under the Agreement, IAws and Payment Network Regulations. 1221 Value Added Servicer. If the Merchant uses a ValueAdded Sm-4certo manage and essma; the Merchant's GPISF, the "Merehentname, field of tho Transaction clearing record must include the tame of the Value Added Servicer (rather them the name of Memham). The Value Added Servicer must be clearly idmti&d to the Cardtnldcr as the entity that is assessing the GPISF. 6) Additional Processing Requirements. IfMerchaatvolds an underlying Eligible Tansacdon, the associated GPISF must be voided as well IfMerchantproasses arcfundfor an underlying Eligible Transaction, Merchant must disclose to Oustomua diet the associated GPISF is an. ref tradable. Mercbonts that desire to ebarge or to have Elovon cbarp the GPISF will be assigned separate Mms for= in connection with Eligible Transections and related GPISFs. MIDsessignedforum with EEgibIcTransactions and/or GPISFs may not be used to process Transactions that are not Eligible Transactions. TJ Paymeat and Trarraction Types Supported GPISF capability for Credit Cards and/or signature (kbit Canis depends on the MerrbenPs MCC, nor described above, and the Payment Network Regulations of the applicable Payment Network. GFISF capability is supported only through Elmo, products specified on the rover page hereto. Not all payment and transaction Was am supported for all products. Additionally, Merchant's Proprietary aoftwam, POS Devices, or Value Added Servicem must be certified to process Elavan-mmagcd GPISF Transactions. Closed network prepaid cards, electronic benefits transfer, and dynamic currency conversion ere not supported for GPISF processing. S $*i9w!lddljOwAwV%=ul'[dut I"uwv IlAmalu"Ta—D YUn pisoug ImEam r7mams oivildEm if['IO'[0'�)dSfID Dw�do +n4]nls�!�+�S HITe d-1�I47�3tldQd- H UOIAP Elan Ma—PDPASabed[_PmcadagSMkOfarCm=i==Fmend GPW(V.OUI.(s) EXMBIT B TO SCITEDUM J Ab; Prbmg Qmb M: �kwl.oc.tioa Rry Name; Acp PDmm Y: ❑ AamVpdeu£avbe D1IIY. CE.vn/: MAN.: MA Pb. Y: Cmbm Nuu (firLLe YW): MA; -6; MAAW.. L*, bub, Zlp. Coabq N.ab(Pi m W WI): 7nlaln/Pkm / (gdiHempl� Geedcm S.M. Wdl Fdvd Fa Dk 8y.ip,in9 Febw, £Indudvvrm¢acm+Jdllbm aEscuecy ol'6ehfmmerim mcidd,eg.c.by98w[u..q fmfh v8ohsddeSxd.pa.to eMde by ft7I & Cwdtlbm for.4emamgo[DovnwmNPublulaglMbn£mIn Fen. Q � � � Fxmrf B To All State agencies, Independent Purchasing authorities, and all political subdivisions of the State of Iowa, this LETTER OF UNDERSTANDING confirms PRICING to PAYMENT DEVICE PROCESSING AGREEMENT between Elavon, Inc. ("Elavon"), and the University of Iowan and the University of Northern Iowa dated January 01, 2016, is being made available to your agency. Pursuant to Item #6 of the MEMORANDUM OF AGREEMENT: Supplier will extend the pricing provided for in this Agreement to other agencies of the State of Iowa, Independent Purchasing Authorities and all political subdivisions of the State of Iowa, provided that such entities enter into Elavon's standard Merchant Application and Terms of Serivcs and undergo Elavon's standard underwriting process. A vital purpose of this letter is to provide state agencies buying power of a state level program without going through the proposal process. A copy of Payment Device Processing Agreement can be provided to your purchasing agent. An executed copy of the pricing from this agreement is attached along with Elavon's Merchant Application (Iowa Entities Application) Upon execution of the Iowa's Entities Application, each agency will be submitted to: Darren Trainer, Regional Sales Manager Elavon, Inc 7713 Stansfield Dr. Fort Worth, TX 76137 darren.trainerZc lavon.com Partic g Entity Contract Signer A6 —fie — /C Date Elavon Representative Date To All State agencies, Independent Purchasing authorities, and all political subdivisions of the State of Iowa, this LETTER OF UNDERSTANDING confirms PRICING to PAYMENT DEVICE PROCESSING AGREEMENT between Elavon, Inc. ("Elavon"), and the University of Iowan and the University of Northern Iowa dated January 01, 2016, is being made kyadable to your agency. / Pursuant to It #6 of the MEMORANDUM OF AGREEMENT: Supplier will a tend the pricing provided for in this Agreement other agencies of the State of Iowa, Ind ent Purchasing Authorities and all political 'visions of the State of Iowa provided th t such entities enter into Elavon's sten erchant Application and Terms of Serivcs d undergo Elavon's standard unde g process. A vital purpose of this letNr is to provide state agencies bySing power of a state level program without going through theposal process. A copy of ayment Device Processing Agreement can be provided to your p mg agent. An executyd copy of the pricing from this agreement is attached along with Elavon\s Merchant Applica ' n (Iowa Entities Application) Upon execution of the Iowa's Darren Trainer, Regional Sales Elavon, Inc 7713 Stansfield Dr. Fort Worth, TX 76137 darren.tramer@elavon.com Participating Signer each agency will be submitted to: Date Elavon Repr0sentative \ Date Prepared by: Dennis BOckenstedt, Finance Director, 410 E. Washington St. 52240,(319)356-5053 RESOLUTION NO. 16-291 RESOLUTION ADOPTING THE BOND DISCLOSURE AND POST ISSUANCE COMPLIANCE POLICIES FOR THE CITY OF IOWA CITY. WHEREAS, during the conduct of municipal affairs, the City of Iowa City issues bonded debt and enters into debt obligations, and WHEREAS, the City of Iowa City strives to maintain a low debt burden with open and transparent activities, and WHEREAS, it is prudent to adopt a bond disclosure and post issuance compliance policy to provide guidelines for the Finance Director while conducting official City business, and WHEREAS, the City Manager has formulated bond disclosure and post issuance compliance policies for entering into and managing debt obligations, which are attached to this resolution and by this reference made a part hereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, that the attached bond disclosure and post issuance compliance policies be adopted as the official bond disclosure and post issuance compliance policies of the City of Iowa City. Passed and approved this 18th day of October 2016. MA OR �,/�� �7/ A oved by ATTEST: Y /�t,( u� 7C . CITY CEERK City Attorney's Office It was moved by Botchwav and seconded by Mims the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: x Botchway x Cole x Dickens x Mims X Taylor x Thomas x Throgmorton Title: FINANCIAL POLICY Section: BOND DISCLOSURE POLICY Resolution No.: 1. Definitions. 1.1. "Annual Filing" means annual financial information and operating data to be filed with the MSRB pursuant to Disclosure Agreements. 1.2. "Disclosure Agreement" means the provisions of each ordinance, order, resolution, or other agreement of the City by which the City undertakes to provide financial and operating data periodically, and timely notices of certain events, to the MSRB, whether expressly or as the only nationally recognized municipal securities information repository under SEC Rule 15c2-12. 1.3. "Disclosure Counsel' means counsel engaged from time to time by the City with the approval of the City Attorney and City Manager to give advice to the City in accordance with this Disclosure Policy. 1.4. "Disclosure Documents" means those items set forth under Sections 1.11.1, 1.11.2, and 1.11.3. 1.5. "Disclosure Officer' means the City Finance Director. 1.6. "Disclosure Working Group" for any Public Statement means the officers or employees of the City charged with exercising the responsibilities of the Disclosure Working Group in preparing or checking the Public Statement under this Disclosure Policy, as described in Section 5. 1.7. "EMMA" means the Electronic Municipal Market Access System maintained by the MSRB. 1.8. "Material' when used with respect to a fact included in a disclosure document means, generally, that a reasonable investor likely would attach significance to it in making a decision to buy, hold, or sell Securities of the City. When questions of materiality arise, counsel should be consulted. 1.9. "MSRB" means the Municipal Securities Rulemaking Board. 1.10. "Public Information Officer' means the City Communications Coordinator. 1.11. "Public Statement" means any statement or other communication that is intended (or reasonably can be expected) to be accessible to and relied upon by investors in the City's Securities, including, as applicable: 1.11.1. Offering Documents: preliminary and final Official Statements and other documents by which Securities are offered to the public by the City as well as solicitation statements by which the City offers to purchase its Securities or requests consents or waivers regarding Securities; 1.11.2. Continuing Disclosure Documents: financial and operating data and event notices filed with the MSRB through EMMA pursuant to Disclosure Agreements; 1.11.3. Other EMMA Filings: other information filed with the MSRB through EMMA; 1.11.4. Website Content: financial, budgetary, economic, and debt related information uploaded or linked or posted to the website of the City; and 1.11.5. Press Releases, Etc.: press releases and other formal statements of the City Manager, the Finance Director, or other City officials or employees containing financial, budgetary, economic, or debt related information. 1.12. "SEC' means the United States Securities and Exchange Commission. 1.13. "Securities" means bonds, notes, certificates of obligation, certificates of participation, and other debt obligations or securities of the City, the payment of which the City is obligated to support by a lease, contract, or other arrangement, that are sold to or otherwise held ortraded in by the public. 2. Background. Investor Reliance. The City has issued and expects to continue to issue Securities in the public debt markets and, in connection therewith, to issue offering documents and to enter into continuing disclosure undertakings to update financial and operating information contained in the offering documents at least annually and to file timely notices of certain events with the MSRB through EMMA. Investors in the City's Securities rely on the filings and may rely on portions of the City's website and other Public Statements in deciding whether to buy, hold, or sell the City's Securities. Federal Securities Laws. Under federal securities laws, the City must exercise reasonable care to avoid material misstatements or omissions in preparing Public Statements that are used to sell or tender for Securities in primary offerings, and it may not knowingly or recklessly include material misstatements or misleading statements in other Public Statements while its Securities are outstanding. Knowledge of any officer or employee of the City as well as information in files of the City may be imputed to the City. 3. Purposes. This policy is promulgated to establish a framework for compliance by City with its disclosure and/or contractual obligations with respect to the securities it issues or that are issued on its behalf, pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, including, in particular, Rule 15c2-12, as amended, promulgated under the 1934 Act, and other applicable rules, regulations, and orders. This policy also intended to confirm and enhance existing policies and procedures regarding compliance with federal securities laws relating to disclosure in order to: 3.1. Comply with Law and Contract. To facilitate compliance with applicable law and existing contracts when preparing and distributing Disclosure Documents in connection with Securities offerings and Continuing Disclosure Documents; 3.2. Reduce Liability. To reduce exposure of the City and its officials and employees to liability for damages and enforcement actions based on misstatements and omissions in Disclosure Documents; 3.3. Reduce Borrowing Costs. To reduce borrowing costs by promoting good investor relations; and 3.4. Protect the Public. To avoid damage to residents of the City and other third parties from misstatements or omissions in Disclosure Documents. 4. Policy. It is the policy of the City to comply fully with applicable securities law regarding disclosure in connection with the issuance of Securities and with the terms of its Disclosure Agreements, 5. Procedures. The following officials and employees of the City shall implement the following procedures in preparing, checking, or issuing the following Disclosure Documents. 5.1. Official Statements. 5.1.1. Disclosure Working Group. The working group for preliminary and final official statements (collectively, "Official Statement") issued in primary offerings shall consist of the following officers, employees, and consultants of the City: Finance Director, Budget Analyst(s), Disclosure Counsel, and Financial Advisor. Other officers or employees may be added as necessary depending on the expertise required for the particular offering. 5.1.2. Establishing Scope and Process. At the beginning of the disclosure process, the Disclosure Working Group will (a) determine (with input from the City's underwriters, in the case of a negotiated offering) what information should be disclosed in the Official Statement to present fairly a description of the source of repayment and security for the securities being offered, including related financial and operating information (which may include a discussion of material risks related to investment in the securities), (b) assign responsibilities for assembling and verifying the information, and (c) establish a schedule for producing the information and the Official Statement that will afford sufficient time for final review by the Disclosure Working Group and the Disclosure Officer and the approvals required by this Disclosure Policy. While the information included in the last offering document may be used as a starting point, the Disclosure Working Group should be encouraged to provide suggestions for improvement and not assume it represents a complete list of what is currently required. 5.1.3. Assembling Current Information. The Disclosure Officer shall (a) identify officers or employees of the City who are likely to know or be able to obtain and verify required information; (b) request that they assemble, verify, and forward the information and also notify the Disclosure Officer of any other fact that they believe to be important to investors; and (c) establish a reasonable but sufficient deadline for producing the information. The Disclosure Officer should produce (or cause to be produced) a draft of the Official Statement based on the information that they receive. The Disclosure Officer shall assure that employees within their areas devote sufficient time and care to produce timely and accurate information, when requested. The Disclosure Officer shall distribute drafts of the Official Statement to the Disclosure Working Group for review together with a description of the process used to compile it and a list of facts, if any, that employees forwarded as important but are not included in the draft. 5.1.4. Review for Process, Accuracy, and Completeness. The members of the Disclosure Working Group shall review the Official Statement drafts and Disclosure Officer process description to determine (and shall report to the Disclosure Officer as to) whether, based on information known or reported to them, (a) this Disclosure Policy was followed, (b) the material facts in the Public Statement appear to be consistent with those known to the members of the Disclosure Working Group, and (c) the Official Statement omits any material fact that is necessary to be included to prevent the Official Statement from being misleading to investors. The Disclosure Officer shall take such action as may be necessary, based on feedback from the Disclosure Working Group, to enable the Disclosure Working Group to conclude that this Disclosure Policy was followed and that the Official Statement is accurate and complete in all material respects. The preliminary Official Statement shall be presented to the City Manager and the City Council for review. 5.1.5. Final Approval. The Official Statement shall be sent to the City's Disclosure Counsel and/or Bond Counsel for review and approval. The Disclosure Officer shall approve the final draft of the Official Statement. 5.1.6. Documentation of Procedures. The Disclosure Officer shall compile and retain a file of the actions taken to prepare, check, and approve the Official Statement, including the sources of the information included, the comments and actions of the Disclosure Working Group and the description of the process used to prepare the Official Statement. 5.2. Annual Financial Information and Operating Data. 5.2.1. Disclosure Working Group. The Disclosure Working Group for annual financial information and operating data to be filed with the MSRB pursuant to Disclosure Agreements (the "Annual Filing") shall consist of the following officers and employees of the City: Finance Director and Budget Analyst(s). 5.2.2. Assembling Current Information. The Disclosure Officer shall (a) compile and maintain (and update after every issuance or defeasance of Securities) a list of all financial information and operating data required to be filed with the MSRB pursuant to each of the Disclosure Agreements; (b) assign responsibilities to officers and employees for periodically assembling and verifying the data; (c) request that they assemble, verify, and forward the data to the Disclosure Officer and notify the Disclosure Officer if they have learned of any other fact that they consider to be material with respect to the information provided; and (d) establish a schedule for producing the data (and the Annual Filing document) that will afford sufficient time for final review by the Disclosure Working Group and the Disclosure Officer and the approvals required by this Disclosure Policy. The Disclosure Officer shall distribute drafts of the Annual Filing to the Disclosure Working Group for review together with a description of the process used to compile it. 5.2.3. Review for Process, Accuracy, and Completeness. The members of the Disclosure Working Group shall review the Annual Filing drafts and Disclosure Officer process description to determine (and shall report to the Disclosure Officer as to) whether, based on information known or reported to them, (a) this Disclosure Policy was followed, (b) the material facts in the Annual Filing appear to be consistent with those known to the members of the Disclosure Working Group, and (c) the Annual Filing omits any material fact that is necessary to be included to prevent the Annual Filing from being misleading to investors. The Disclosure Officer shall take such action as may be necessary, based on feedback from the Disclosure Working Group, to enable the Disclosure Working Group to conclude that this Disclosure Policy was followed and that the Annual Filing is accurate and complete in all material respects. The Annual Filing and the Disclosure Officer report regarding the process used to prepare and check the Annual Filing shall be presented to the City Manager and City Council prior to posting. 5.2.4. Final Approval. The Disclosure Officer shall approve the final draft of the Annual Filing. 5.2.5. Posting. The Disclosure Officer shall be responsible for the Annual Filing with the MSRB through EMMA by the deadline established by the Disclosure Agreements. The Disclosure Officer shall exercise reasonable care to file the Annual Filing in the format and with the identifying information required by the Disclosure Agreements, including applicable CUSIP numbers for the City's Securities. 5.2.6. Documentation of Procedures. The Disclosure Officer shall compile and retain a file of the actions taken to prepare, check, and approve the Annual Filing, including the sources of the information included, the comments and actions of the Disclosure Working Group, the Disclosure Officer' report regarding the process used to prepare the Annual Filing. 5.3. Event Notices. 5.3.1. Identification of Reportable Events. The Disclosure Officer shall maintain a list of events of which the City is required to provide notice to the MSRB pursuant to the Disclosure Agreements. The Disclosure Officer (with the assistance of members of the Disclosure Working Group for Official Statements) shall (a) identify the officers and employees of the City who are most likely to first obtain knowledge of the occurrence of such events and (b) request in writing that they notify the Disclosure Officer immediately after learning of any such event, regardless of materiality, and repeat such request in a quarterly reminder. 5.3.2. Preparation of Event Notice. The Disclosure Officer shall (a) assess the materiality of any reported event with the assistance of the City's Disclosure Counsel and the City Attorney (reportable under the Disclosure Agreements only if material) and, if notice of the event must be given (or if no materiality standard applies to that particular event); (b) prepare an Event Notice giving notice of the event; and (c) except for notices of a rating change, bond call, or defeasance, forward the draft Event Notice to the City's Disclosure Counsel and the City Attorney for their review. 5.3.3. Review and Approval of Event Notice. The City's Disclosure Counsel and City Attorney shall promptly review and approve or comment on the Event Notice. The Disclosure Officer shall revise the Event Notice, if necessary. The Disclosure Officer shall not file the Event Notice Statement until it is approved by the City's Disclosure Counsel and the City Attorney, unless the Event Notice (a) gives notice of a rating change, bond call, or defeasance or (b) such approval has not been received by the applicable Disclosure Agreement filing deadline. 5.3.4. Posting. The Disclosure Officer shall file the Event Notice with the MSRB through EMMA by the deadline established by the Disclosure Agreements or, if the facts cannot be correctly and fairly described by the deadline, then as soon thereafter as possible. The Disclosure Officer shall exercise reasonable care to file the Event Notice in the format and with the identifying information required by the Disclosure Agreements, including CUSIP numbers for the applicable Securities. 5.3.5. Documentation of Procedures. The Disclosure Officer shall compile and retain a file of the actions taken to report each event and prepare, check, and approve the notice of the event, including the approvals of the City's Disclosure Counsel and City Attorney, if obtained. 6. Training. 6.1. Personnel to be Trained. Each member of a Disclosure Working Group, the City Manager, the City Attorney, and the Public Information Officer. 6.2. Training Content. The training program and materials shall be prepared by or with the assistance of the issuer's outside Disclosure Counsel and approved by the Disclosure Officer. The training program shall impart the requirements of federal and state securities laws and the Disclosure Agreements, the meaning of "material," and the duties of such officers and employees under this Disclosure Policy. APPENDIX A The following provisions are intended to cover websites, press releases, investor inquiries, and other instances in which statements might be made that could be determined to be subject to scrutiny under federal securities laws within the scope of a Disclosure Policy. 1. Website. 1.1. Review of Website. The Public Information Officer and Disclosure Officer shall review the City's Website Content at least annually to assure that (a) material third -party information is not linked or referred to without appropriate disclaimers, is not hyperlinked, and is not included unless the Disclosure Officer has reason to believe that it is reliable, and identifies the source of the information; (b) all material information and financial and operating data is removed from the website or moved to a clearly labeled archives page or is presented in a way that clearly identifies the applicable date; (c) no material forward-looking statements (projections, forecasts, etc.) are included unless they are based on reasonable assumptions and are accompanied by a description of the substantial risks to achieving the forecasted results; and (d) the material information presented is consistent with the knowledge of such persons and not internally inconsistent. 1.2. Postings. The Public Information Officer and Disclosure Officer shall review Website Content to assure consistency with Section 1.1 of Appendix A. With respect to each Public Statement it receives from the Disclosure Officer, the Public Information Officer shall add a link to the document or post the document in the appropriate section of the website. 1.3. Documentation of Procedures. The Public Information Officer and Disclosure Officer shall compile and maintain a record of (a) the scope and results of each review of the Website Content pursuant to Section 1.1 of Appendix A, and (b) the actions taken following each such review. 2. Investor Inquiries. 2.1. Investor Inquiry Coordination. The Disclosure Officer shall coordinate responses to investor inquiries. Assistance from the City's Financial Advisor, Disclosure Counsel, or Bond Counsel will be sought if necessary or prudent. 2.2. Processing of Investor Inquiries. Except for communications that occur in connection with primary offerings, all inquiries from investors shall be managed by the Disclosure Officer. If any other employee of the City receives an inquiry from an investor, that employee shall refer such inquiry to the Disclosure Officer. 2.3. Responses to Investor Inquiries. With respect to each inquiry from an investor, (a) if information necessary to respond to such inquiry has already been included in a Public Statement, then the Disclosure Officer shall refer the investor to the Public Statement, and (b) if information necessary to respond to such inquiry is not obtainable from information included in a Public Statement, then the Disclosure Officer shall determine the best manner to respond to such inquiry in a manner that assures that it is accurate, which may include convening a meeting of the Disclosure Working Group for broader inquiries or ones that require subjective judgment in responding, or initiating the issuance of a Public Statement if it is advisable. 2.4. Documentation. The Disclosure Officer shall compile and maintain a record of investor inquiries and responses. 3. Press Releases, Etc. 3.1. Notification of Disclosure Officer. The Public Information Officer shall notify the Disclosure Officer of each Public Statement to be issued by the Public Information Officer and, whenever possible, provide them with an opportunity to review and comment before release. 3.2. Review of Public Statement. The Disclosure Officer shall review each Public Statement to determine whether it could reasonably be material to investors in the City's Securities and, if so, to assure that the factual statements in the Public Statement are supported and appropriately qualified. The Disclosure Officer shall develop appropriate qualifications with the assistance of Disclosure Counsel. The Disclosure Officer shall forward their comments to the Public Information Officer, who shall take them into account before releasing the Public Statement, whenever possible. If the Disclosure Officer determines that a released Public Statement requires correction, the Public Information Officer shall be notified and a clarifying and/or correcting Public Statement shall be released. 3.3. Posting. Whenever the Disclosure Officer determines that a Public Statement could reasonably be material to investors, they shall determine whether such information is already readily accessible to investors and, if not, shall file such Public Statement as a voluntary Disclosure Document with the MSRB through EMMA. 3.4. Documentation of Procedures. The Disclosure Officer shall compile and retain a file of the actions taken to review any Public Statement issued by the Public Information Officer. Post -Issuance Compliance Policy for Tax -Exempt Governmental Bonds Definitions "Code" means Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended. "Rules" means Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder. "Advisors" means the Issuer's bond counsel, financial advisor, paying agent, and rebate analyst. "Governing Body" means the City Council of the Issuer. "Issuer" means the City of Iowa City, State of Iowa. "Output Facility" means electric and gas generation, transmission, distribution, and related facilities, and water collection, storage, and distribution facilities. Purpose Issuers of tax-exempt governmental bonds must comply with federal tax rules pertaining to expenditure of proceeds for qualified costs, rate of expenditure, use of bond financed property, investment of proceeds in compliance with arbitrage rules, and retention of records. As an issuer of such bonds, the Governing Body of the Issuer is required by the terms of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder, to take certain actions subsequent to the issuance of the bonds to ensure the continuing tax-exempt status of such bonds. Further, Section 6001 of the Code and Section 1.6001-1(a) of the Treasury Regulations impose record retention requirements on the Issuer with respect to its tax-exempt governmental bonds. This policy is designed to ensure that the Issuer complies with its tax compliance obligations under applicable provisions of the Rules. Effective Date and Term The effective date of this policy shall be the date of approval by the Governing Body, and shall remain in effect until superseded or terminated by action of the Governing Body. The Issuer shall comply with this policy upon issuance of bonds and as long as the bonds remain outstanding. This policy may be revised to comply with amendments to the Rules during the period the bonds are outstanding. Responsible Parties The Director of Finance (the "Compliance Officer") shall be the party primarily responsible for ensuring that the Issuer successfully carries out its tax compliance requirements under applicable provisions of the Rules with regard to all obligations of the Issuer. The Compliance Officer shall be assisted by other staff and officials when appropriate and at the Compliance Officer's discretion. The Compliance Officer shall also be authorized to retain and consult with the Advisors during the time the bonds are outstanding for assistance in carrying out post -issuance tax compliance requirements. The Compliance Officer shall be responsible for assigning post -issuance tax compliance responsibilities to other staff and to the Advisors. The Compliance Officer shall utilize such other professional service organizations as are necessary to ensure compliance with the post - issuance tax compliance requirements of the Issuer. The Compliance Officer shall provide training and educational resources to staff responsible for ensuring compliance with any portion of the tax compliance requirements of this policy. Expenditure of Bond Proceeds Expenditure Review Process: The Compliance Officer shall review the resolution authorizing issuance for each tax-exempt obligation, and shall: a) obtain a computation of the yield on such issue from the City's financial advisor; b) create a separate Project Fund (with as many sub -funds as shall be necessary to allocate proceeds among the projects being funded by the issue) into which the proceeds of issue shall be deposited; c) review all requisitions, draw schedules, draw requests, invoices and bills requesting payment from the Project Fund; d) determine whether payment from the Project Fund is appropriate, and if so, make payment from the Project Fund (and appropriate sub -fund if applicable); e) maintain records of the payment requests and corresponding cancelled checks showing payment; f) consult with the Advisors to ensure that such expenditures are within the sixty (60) day period prior to the date in which the Issuer made a "declaration of intent" to reimburse such costs or are preliminary expenditures under the Code, in the event the Issuer seeks to utilize bond proceeds for costs that were incurred prior to the issuance of the bonds; g) maintain records showing the earnings on, and investment of, the Project Fund; h) ensure that investments acquired with proceeds are purchased at fair market value; and i) identify bond proceeds or applicable debt service allocations that must be invested with a yield -restriction and monitor the investments of any yield - restricted funds to ensure that the yield on such investments does not exceed the yield to which such investments are restricted. Rate of Expenditure: The Compliance Officer shall ensure that the expenditure of bond proceeds will be monitored against the expenditure expectations represented in the tax compliance certificate for such bond issue to ensure that: • Five percent (5%) of the net sale proceeds were spent or committed within six (6) months of the issue date; Eighty-five percent (85%) of the net sale proceeds were spent within three (3) years of the issue date; and • the Issuer proceeded with due diligence to complete the project and fully spend the net sale proceeds. Failure to meet the expected expenditure expectations represented in the tax compliance certificate for such bond issue shall be documented and retained by the Compliance Officer in the records for the bond issue. Arbitrage Rules and Rebate Requirements The Compliance Officer shall review the tax compliance certificate for each tax-exempt obligation, and the expenditure records, and shall: a) monitor and ensure that proceeds of each such issue are spent within the temporary period set forth in such certificate; b) if the "small issuer" exception does not apply, monitor and ensure that the proceeds are spent in accordance with one or more of the applicable exceptions to rebate as set forth in such certificate; C) not less than sixty (60) days prior to a required expenditure date confer with bond counsel if it appears expenditures will fail to meet the applicable temporary period or rebate exception expenditure requirements of the Tax -Exemption Certificate; d) in the event of failure to meet a temporary period or rebate exception: s. procure a timely computation of any rebate liability and, if rebate is due, file a Form 8038-T and arrange for payment of such rebate R1 liability; ii. arrange for timely computation and payment of "yield reduction payments" (as such term is defined in the Code and Treasury Regulations), if applicable; e) ensure that the investment of bond proceeds is made only in permitted investments of the Issuer as outlined in Iowa Code chapters 12B and 12C, and any official policy; f) consult with the Advisors to ensure that the investment of bond proceeds is performed in compliance with the arbitrage rules and rebate requirements; g) consult with the Advisors to identify bond proceeds that must be yield - restricted and shall monitor the investments of any yield -restricted funds to ensure that the yield on such investments does not exceed the yield to which such investments are restricted; h) contact the Rebate Analyst (and, if appropriate, bond counsel) prior to the fifth anniversary of the date of issuance of each issue of bonds of the Issuer and each fifth anniversary thereafter to arrange for calculations and reports of the rebate requirements with respect to such bonds; and i) if a rebate payment is required to be paid by the Issuer, the compliance officer shall prepare or cause to be prepared the appropriate form to be filed with the IRS (Form 8038-T). Filings with Internal Revenue Service The Compliance Officer, with assistance from bond counsel, shall ensure that each issuance of bonds is properly reported with the Internal Revenue Service (IRS) as required by Section 149(e) of the Code. On the issue date of each series of bonds, the Compliance Officer shall consult with the Advisors to identify the deadline to file the requisite IRS form for such issue. Reporting the Issuance of Tax -Exempt Bonds The original issuance of a tax-exempt bond issue with an issue price of one hundred thousand dollars ($100,000) or greater shall be reported on Form 8038-G. The original issuance of a tax- exempt bond issue with an issue price less than one hundred thousand dollars ($100,000) shall be reported on Form 8038 -GC. Forms 8038-G and 8038 -GC shall be filed by the Compliance Officer or bond counsel no later than the 15th day of the 2nd calendar month following the quarter in which the bonds were issued. 4 The Compliance Officer shall consult with the Advisors to ensure the Form 8038-G is accurately filled out. Rebate Reporting Requirements The Compliance Officer shall contact the rebate analyst prior to the 5th anniversary of the issue date on each series of bonds and each 5th anniversary thereafter to arrange for calculations of the rebate requirements with respect to such bonds. If a rebate payment is required to be paid, the Compliance Officer shall prepare or cause to be prepared a Form 8038-T, and submit such Form 8038-T to the IRS with the required rebate payment. If the Issuer is authorized to recover a rebate payment previously paid, the Compliance Officer shall prepare or cause to be prepared a Form 8038-R, with respect to such rebate recovery, and submit such Form 8038-R to the IRS. Use of Bond -Financed Property The Compliance Officer shall monitor the use of all bond -financed facilities in order to determine whether private business uses of bond -financed facilities have exceeded the limits set forth in Section 141(b) of the Code (generally 10% of bond proceeds) as a result of leases and subleases, licenses, management contracts, research contracts, naming rights agreements or other arrangements that provide special legal entitlements to nongovernmental persons. To this end, the Compliance Officer shall: a) maintain appropriate records and a list of all bond financed assets. Such records shall include the actual amount of proceeds (including investment earnings) spent on each of the bond financed assets; b) with respect to each bond financed asset, the Compliance Officer will monitor and confer with bond counsel with respect to all proposed: L management contracts, ii. service agreements, iii. research contracts, iv. naming rights contracts, V. leases or sub -leases, vi. joint venture, limited liability or partnership arrangements, vii. sale of property; viii. any other change in use of such asset; or ix. output contracts (including retail and wholesale requirements contracts); c) maintain a copy of the proposed agreement, contract, lease or arrangement, together with the response by bond counsel with respect to the proposal for at least three (3) years after retirement of all tax-exempt obligations issued to fund 5 all or any portion of bond financed assets, or obligations issued to refund those obligations; d) provide training and educational resources to any staff member that has the primary responsibility for the operation, maintenance, or inspection of bond - financed facilities with regard to the limitations on the private business use and on the private security or payments with respect to bond -financed facilities; e) ensure that no item of bond -financed property will be sold or transferred to a nonexempt party without advance arrangement of a "remedial action" under the applicable Treasury Regulations and the Compliance Officer shall consult with bond counsel prior to the sale or transfer of any bond -financed property; and f) In the event of an action with respect to a bond financed asset, which may cause the private business tests or private loan financing test to be met, the Compliance Officer shall contact bond counsel for advice and ensure timely remedial action under IRS Regulation Sections 1.141-12. Special Rules for Output Facilities Financing an Output Facility: The Compliance Officer shall make the following determinations with respect to Output Facilities: a) whether the Issuer will use all or a portion of the proceeds of the bond issue to finance an Output Facility; b) whether any portion of the proceeds of the bond issue will be used to acquire non- governmental output property (other than a facility for the furnishing of water) as described in Code Section 141(d)(2); i. if a portion of the proceeds will be used to acquire non-governmental output property, determine whether that portion of the proceeds exceeds the lesser of five (5) percent of such proceeds, or $5,000,000; ii. if the portion of the proceeds used to acquire non-governmental output property exceeds the lesser of five (5) percent of such proceeds or $5,000,000, the Compliance Officer shall contact bond counsel for advice. Output Contracts -Purchase of Available Output by Nongovernmental Persons: The purchase pursuant to a contract by a nongovernmental person of available output of an Output Facility financed with proceeds of an issue is taken into account under the private business tests if the purchase has the effect of transferring the benefits of owning the facility and the burdens of paying the debt services on bonds used (directly or indirectly) to finance the facility. To this end, the Compliance Officer shall monitor arrangements for the sale of output and confer with Advisors in order to determine whether such output contracts cause an issue to meet the private business tests, or meet exceptions provided in Section 1.141-7 of the Rules. The Compliance Officer shall examine and monitor all proposed sales of available output, including sales at wholesale or retail for compliance with Section 1.141-7 of the Rules and confer with Advisors, as necessary. Advance Refundings The Compliance Officer shall be responsible for the following current, post issuance and record retention procedures with respect to advance refunding bonds: a) Identify and select bonds to be advance refunded with advice from internal financial personnel, the City's financial advisor and bond counsel. b) The Compliance Officer shall identify, with advice from the City's financial advisor and bond counsel, any possible federal tax compliance issues prior to structuring any advance refunding. C) The Compliance Officer shall review the structure with the input of the City's financial advisor and bond counsel, of advance refunding issues prior to the issuance to ensure (i) that the proposed refunding is permitted pursuant to applicable federal tax requirements if there has been a prior refunding of the original bond issue; (ii) that the proposed issuance complies with federal income tax requirements which might impose restrictions on the redemption date of the refunded bonds; (iii) that the proposed issuance complies with federal income tax requirements which allow for the proceeds and replacement proceeds of an issue to be invested temporarily in higher yielding investments without causing the advance refunding bonds to become "arbitrage bonds"; and (iv) that the proposed issuance will not result in the issuer's exploitation of the difference between tax exempt and taxable interest rates to obtain an financial advantage nor overburden the tax exempt market in a way that might be considered an abusive transaction for federal tax purposes. d) The Compliance Officer shall collect and review data related to arbitrage yield restriction and rebate requirements for advance refunding bonds. To ensure such compliance, the Compliance Officer shall engage the City's rebate consultant to prepare a verification report in connection with the advance refunding issuance. Said report shall ensure said requirements are satisfied. e) The Compliance Officer shall, whenever possible, purchase SLGS to size each advance refunding escrow. The City's financial advisor and rebate consultant shall be included in the process of subscribing SLGS. To the extent SLGS are not available for purchase, the Compliance Officer shall, in consultation with bond counsel, comply with IRS regulations. f) To the extent the issuer elects to purchase a guaranteed investment contract, the Compliance Officer shall ensure, after input from bond counsel, compliance with any bidding requirements set forth by the IRS regulations. g) In determining the issue price for any advance refunding issuance, the Compliance Officer shall rely on the issue price certification by the purchasing underwriter at closing. h) After the issuance of an advance refunding issue, the Compliance Officer shall ensure timely identification of violations of any federal tax requirements and engage bond counsel in attempt to remediate same in accordance with IRS regulations. Record Retention Management and retention of records related to bond issues shall be supervised by the Compliance Officer. Records and documents pertaining to cancellation, transfer, redemption or replacement of Issuer bonds shall be preserved by the Issuer or its agent for a period of not less than eleven (11) years, as set forth in Iowa Code Section 76.10. Other records shall be retained during the period in which the bonds remain outstanding (plus any refunding bonds) plus three (3) years. Records may be in the form of documents and electronic copies of documents, appropriately indexed to specific bond issues and compliance functions. The Compliance Officer shall collect and retain the following records with respect to each issue of bonds of the Issuer and with respect to the facilities financed with the proceeds of such bonds: audited financial statements of the Issuer; • appraisals, demand surveys, or feasibility studies, if any, with respect to the facilities to be financed with the proceeds of such bonds; • publications, brochures, and newspaper articles, if any, related to the bond financing; trustee or paying agent statements; • records of all investments and the gains (or losses) from such investments; paying agent or trustee statements regarding investments and investment earnings; reimbursement resolutions, if any, and expenditures reimbursed with the proceeds of such bonds; allocations of proceeds to expenditures (including costs of issuance) and the dates and amounts of such expenditures (including any requisitions, expenditure/draw schedules, expenditure/draw requests, invoices, bills, and cancelled checks with respect to such expenditures; contracts entered into for the construction, renovation, or purchase of bond -financed facilities; • an asset list or schedule of all bond financed depreciable property and any depreciation schedules with respect to such assets or property; • records of the purchases and sales of bond -financed assets; private business uses of bond -financed facilities that arise subsequent to the date of issue through leases and subleases, licenses, management contracts, research contracts, naming rights agreements, or other arrangements that provide special legal entitlements to nongovernmental persons and copies of any such agreements or instruments; arbitrage rebate reports and records of rebate and yield reduction payments, if any; resolutions or other actions, if any, taken by the Governing Body subsequent to the date of issue with respect to such bonds; • formal elections authorized by the Code or Treasury Regulations that are taken with respect to such bonds; relevant correspondence relating to such bonds; • documents related to guaranteed investment contracts or certificates of deposit, credit enhancement transactions, and financial derivatives entered into subsequent to the date of issue; • copies of any and all forms filed with the IRS for each series of bonds including, as applicable, Form 8038-G or Form 8038 -GC; and • the official transcript prepared by bond counsel with respect to each series of bonds of the Issuer. Identification of Violations and Corrections If, during the period the bonds remain outstanding, it is determined that a violation of federal tax requirements may have occurred, the Compliance Officer shall immediately consult with the 0 Advisors to ensure that corrective or remedial action is taken. hi consultation with bond counsel, the Compliance Officer shall become acquainted with the remedial actions under Treasury Regulations, Section 1.141-12, to be utilized in the event that private business use of bond - financed facilities exceeds the limits under Section 141(b)(1) of the Code. In consultation with bond counsel, the Compliance Officer shall become acquainted with the Tax Exempt Bonds Voluntary Closing Agreement Program, described in Notice 2008-31, 2008-11 I.R.B. 592, to be utilized as a means for an issuer to correct any post -issuance infractions of the Rules with respect to its outstanding bonds. Continuing Disclosure The Compliance Officer shall assure compliance with each continuing disclosure certificate and annually, per continuing disclosure agreements, file audited annual financial statements and other information required by each continuing disclosure agreement. The Compliance Officer will monitor material events as described in each continuing disclosure agreement and assure compliance with material event disclosure. Events to be reported shall be reported promptly, but in no event not later than ten (10) Business Days after the day of the occurrence of the event, and shall include, but not be limited to: a) Principal and interest payment delinquencies; b) Non-payment related defaults, if material; C) Unscheduled draws on debt service reserves reflecting financial difficulties; d) Unscheduled draws on credit enhancements relating to the bonds reflecting financial difficulties; e) Substitution of credit or liquidity providers, or their failure to perform; f) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax-exempt status of the bonds, or material events affecting the tax-exempt status of the bonds; g) Modifications to rights of Holders of the Bonds, if material; h) Bond calls (excluding sinking fund mandatory redemptions), if material, and tender offers; IN Defeasances of the bonds; j) Release, substitution, or sale of property securing repayment of the bonds, if material; k) Rating changes on the bonds; 1) Bankruptcy, insolvency, receivership or similar event of the Issuer; m) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and n) Appointment of a successor or additional trustee or the change of name of a trustee, if material. Other Post -Issuance Actions If, in consultation with the Advisors, the Compliance Officer determines that any additional action not identified in this policy must be taken by the Compliance Officer to ensure the continuing tax-exempt status or "qualified" status of any issue of the Issuer's bonds, the Compliance Officer shall take such action if the Compliance Officer has the authority to do so. If, after consultation with the Advisors, the Compliance Officer determines that this policy shall be amended or supplemented to ensure the continuing tax-exempt status or "qualified" status of any issue of the Issuer's bonds, the Compliance Officer shall follow the appropriate Issuer policy or procedure that this document be so amended or supplemented. 11 r 10-18-16 —4 CITY OF IOWA CITY 4d(7) sit' MEMORANDUM Date: October 10, 2016 To: Geoff Fruin, City Manager From: Dennis Bockenstedt, Finance Director Re: Bond Disclosure Policy and Post -Issuance Compliance Policy Introduction: The Finance Department has created a new Bond Disclosure Policy and has revised the City's Post -Issuance Compliance Policy to assist in the management of governmental bonds. Attached is a copy of the new Bond Disclosure Policy, the revised Post -Issuance Compliance Policy, and the City Council resolution for adopting these policies. History/Background: Over the past few years, municipal bond issuers have faced increased pressure and scrutiny from the Securities and Exchange Commission (SEC) and the Internal Revenue Service (IRS) to improve documentation, accountability, and disclosure practices. The City previously adopted a Post -Issuance Compliance Policy in April 2012 but has not previously issued a Bond Disclosure Policy. These policies are encouraged by the Federal agencies to assist the City in complying with Federal laws and regulations. Discussion of Solutions: As a result of increased pressure and scrutiny from the SEC, the Finance Department has utilized a policy template from the National Association of Bond Lawyers (NABL) to develop a comprehensive Bond Disclosure Policy. Some of the areas addressed by this policy include disclosures made in bond official statements, disclosures to comply with continuing disclosure certificates, and disclosures made through public statements and the City's web site. The Finance Department has also revamped the City's Post -Issuance Compliance Policy. This policy is encouraged by the IRS to assist with the management of tax exempt debt. The updated policy is primarily a restructure and clarification of the content that was in the original policy. The major sections of the policy address the expenditure of bond proceeds, arbitrage, the handling of bond financed property, and record retention. Financial Impact:. The Bond Disclosure Policy and the Post -Issuance Compliance Policy will not have an immediate financial impact on the City. In the event of an audit or compliance check by the SEC or the IRS, however, these policies can help ensure that the City is in compliance with Federal regulations and could help demonstrate that the City is making efforts to stay in compliance. Recommendation: My recommendation is for the City Council to approve the resolution adopting the Bond Disclosure Policy and the Post -Issuance Compliance Policy. Prepared by: Juli Seydell Johnson, Director of Parks & Recreation, 220 S. Gilbert St., Iowa City, IA 52240; (319)3565104 RESOLUTION NO. 16-292 RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST AN AGREEMENT BY AND BETWEEN THE CITY OF IOWA CITY AND APPLIED ECOLOGICAL SERVICES, INC. OF PRIOR LAKE, MINNESOTA TO PROVIDE CONSULTANT SERVICES FOR IOWA CITY NATURAL AREAS MASTER PLAN PROJECT. WHEREAS, the City of Iowa City desires to develop a Natural Areas Assessment Master Plan on City - owned property located throughout the community, and WHEREAS, the City of Iowa City desires to assess ecological health of City owned natural spaces such as wetlands, prairies and woodlands; and WHEREAS, the City desires the services of a consulting firm to prepare a comprehensive Natural Areas Master Plan for City -owned natural areas; and WHEREAS, the City of Iowa City has negotiated a Consultant Agreement for said consulting services with Applied Ecological Services, Inc. to provide said services; and WHEREAS, it is in the public interest to enter into said Consultant Agreement with Applied Ecological Services, Inc.; and WHEREAS, funds for this project are from the Storm Water fund and available in account #7770110-432060. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: 1. The Mayor and City Clerk are hereby authorized and directed to execute the attached Consultant's Agreement. 2. The City Manager is authorized to execute contract amendments that are deemed necessary to complete the design of the above-named project. Passed and approved this 18th day of October , 2016. M OR Approved by ATTEST: CITY CLERK City Attorneys Office Resolution No. 16-292 Page 2 It was moved by Dickens and seconded by Botchwav the Resolution be adopted, and upon roll call there were: AYES: NAYS: ABSENT: ABSTAIN: Botchway Cole Dickens x Mims x Taylor x Thomas X Throgmorton CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 18th day of October , 2016, by and between the City of Iowa City, a municipal corporation, hereinafter referred to as the CITY and Applied Ecological Services, Inc. of Prior Lake, Minnesota, hereinafter referred to as the CONSULTANT. WHEREAS, the City desires to develop a Natural Areas Assessment Master Plan on City -owned property located throughout the community in order to assess the ecological health of its natural spaces such as wetlands, prairies and woodlands; and WHEREAS, Consultant is willing to provide the City with the services to prepare a comprehensive Natural Areas Master Plan; and NOW THEREFORE, it is agreed by and between the parties hereto that the CITY does now contract with the CONSULTANT to provide services as set forth herein. I. SCOPE OF SERVICES CONSULTANT agrees to perform the following services for the CITY, and to do so in a timely and satisfactory manner. 1. Review Iowa City Natural Areas: Inventory, Management Needs and Assessment dated February, 2016. 2. Meet with City staff to determine locations of all City -owned Natural Areas not included in Iowa City Natural Areas: Inventory, Management Needs and Assessment dated February, 2016 document, including departments responsible for maintenance, and mitigation or other regulatory requirements for each area. This may include wetlands, prairie areas, storm water management areas, forested areas, and stream banks. 3. Field inventory each site for the following: i. Type and size of natural area. ii. Prevalent plant species with estimated percentages for each type. iii. Concerns with invasive species or other environmental issues (e.g., erosion, disease, dominance by unwanted species). iv. Presence of threatened, endangered or unique plant or animal species, human use of area, or degraded conditions. v. GPS Coordinates for data collected. 4. Prioritize management efforts encompassing all City -owned Natural Areas that promotes biodiversity and ecological health of these areas. 5. Identify adjacent or nearby land that the City may consider acquiring to add to ecological value of an area to link Natural Areas. Request for Proposal #17-36, Page 2 of 5 6. Develop recommendations for comprehensive management of all City -owned Natural Areas including listing of common tasks with skills and experience needed to complete these tasks. List shall include items, tasks or areas that are well suited for the use of volunteer assistance. a. Minimum or basic level of maintenance of areas. b. Preferred level of maintenance to maximize ecological health and benefits. 7. Develop detailed cost estimates per year for 10 year period for management of all City - owned Natural Areas. 8. Review related City policies and ordinances, recommend changes and/or additions needed to support implementation of master plan and work toward additional STAR Communities goals, including, but not limited to the objectives of Invasive Species and Natural Resource Protection. 9. Create of a graphical/illustrative document with maps and tables to ease readability/understanding to assist with implementation. A file geodatabase using the NAD 1983 StatePlane Iowa South projection including feature classes that encompass the data collected. All relevant field inventory data shall be included in the GIS deliverables. 10. Attend twelve meetings with staff steering committee to review progress and provide feedback throughout process. Six meetings will be in person and six will be telephonic, webinar, or in conjunction with field work. 11. Make presentations at an Iowa City Parks Commission (draft report) and an Iowa City Council meeting (final report). II. TIME OF COMPLETION The Consultant shall complete the following tasks as set forth below: Task One Project Startup I Site Inventory + Analysis —October/November, 2016 Task Two Field Inventory/Information Gathering November 1, 2016 — October 31, 2017 Task Three Prioritization of Maintenance and Staffing Recommendations, August 31, 2017 Task Four City Policy and Ordinance Review, September 30, 2017 Task Five Draft Master Plan Issued to City, October 15, 2017 Final Master Plan Issued to City, December 31, 2017 Request for Proposal #17-36, Page 3 of 5 M. GENERAL TERMS A. The Consultant shall not commit any of the following employment practices and agrees to prohibit the following practices in any subcontracts. To discharge or refuse to hire any individual because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. 2. To discriminate against any individual in terms, conditions, or privileges of employment because of their race, color, religion, sex, national origin, disability, age, marital status, gender identity, or sexual orientation. B. Should the City terminate this Agreement, the Consultant shall be paid for all work and services performed up to the time of termination. However, such sums shall not be greater than the "lump sum" amount listed in Section W. The City may terminate this Agreement upon seven (7) calendar days' written notice to the Consultant. C. This Agreement shall be binding upon the successors and assigns of the parties hereto, provided that no assignment shall be made without the written consent of all Parties to said Agreement. D. It is understood and agreed that the retention of the Consultant by the CITY for the purpose of the Project shall be as an independent contractor and shall be exclusive, but the Consultant shall have the right to employ such assistance as may be required for the performance of the Project. E. It is agreed by the CITY that all records and files pertaining to information needed by the Consultant for the project shall be available by said CITY upon reasonable request to the Consultant. The CITY agrees to furnish all reasonable assistance in the use of these records and files. F. It is further agreed that no Party to this Agreement shall perform contrary to any state, federal, or local law or any of the ordinances of the City of Iowa City, Iowa. G. At the request of the CITY, the Consultant shall attend meetings of the City Council relative to the work set forth in this Agreement. Any requests made by the CITY shall be given with reasonable notice to the Consultant to assure attendance. H. The Consultant agrees to furnish, upon termination of this Agreement and upon demand by the CITY, copies of all basic notes and sketches, charts, computations, and any other data prepared or obtained by the Consultant pursuant to this Agreement without cost, and without restrictions or limitation as to the use relative to specific projects covered under this Agreement. In such event, the Consultant shall not be liable for the CITY's use of such documents on other projects. I. The CITY agrees to tender the Consultant all fees in a timely manner, excepting, however, that failure of the Consultant to satisfactorily perform in accordance with this Agreement shall constitute grounds for the CITY to withhold payment of the amount sufficient to properly complete the Project in accordance with this Agreement. Request for Proposal #17-36, Page 4 of 5 J. Should any section of this Agreement be found invalid, it is agreed that the remaining portion shall be deemed severable from the invalid portion and continue in full force and effect. K. Original contract drawings shall become the property of the CITY. The Consultant shall be allowed to keep mylar reproducible copies for the Consultant's own filing use. L. Fees paid for securing approval of authorities having jurisdiction over the Project will be paid by the CITY. M. Upon signing this agreement, Consultant acknowledged that Section 362.5 of the Iowa Code prohibits a CITY officer or employee from having an interest in a contract with the CITY, and certifies that no employee or officer of the CITY, which includes members of the City Council and CITY boards and commissions, has an interest, either direct or indirect, in this agreement, that does not fall within the exceptions to said statutory provision enumerated in Section 362.5. N. The Consultant agrees at all times material to this Agreement to have and maintain professional liability insurance covering the Consultant's liability for the Consultant's negligent acts, errors and omissions to the CITY in the sum of $1,000,000. O. No Modifications to the Scope of Services or other contract terms can be made without the written consent of both parties. For purposes of this clause, e-mail is to be considered a writing. Authority to approve changes from the CITY side is vested solely with the City Manager, unless the City Manager delegates that authority to another named CITY employee in writing. IV. COMPENSATION FOR SERVICES In consideration of the services provided herein, the City agrees to pay the Consultant a lump -sum amount of $125,045 which includes reimbursables. V. MISCELLANEOUS A. All provisions of the Agreement shall be reconciled in accordance with the generally accepted standards of the Engineering Profession. B. It is further agreed that there are no other considerations or monies contingent upon or resulting from the execution of this Agreement, that it is the entire Agreement, and that no other monies or considerations have been solicited. C. The following documents are hereby incorporated into this Agreement by this reference, in order of precedence: RFP #17-36 for Consulting Services for a Natural Areas Inventory and Management Plan for City -Owned Natural Areas, the CONSULTANT'S Proposal, and any subsequent written language agreed upon by the parties. D . This Agreement shall be interpreted and enforced in accordance with the laws of the State of Iowa. Any legal proceeding instituted with respect to this Agreement shall be brought in Request for Proposal #17-36, Page 5 of 5 a court of compLunt jurisdiction in Johnson County, Iowa. The patties hereto hereby submit to personal jurisdiction therein and itrevocably waive any objection as to venue therein, including any argument that such proceeding has been brought in an inconvenient foram. FOR THE CITY Ey:!7Ifamcs + L - �� smefi A. Thm� gmo n Title: Mayor Date: nratiart , city cierb FOR THE CONSULTANT k , r�, -fwaTr -GcH Title:_�Z�,1ItIPsW?� ��✓ZGG7�2 ltat.: O� 171./7,01 Ir Appmvedby �„,i •. City Alturncys Office Dam - — r__I.pa7 CITY OF IOWA CITY 10-7.16 MEMORANDUM - Date: October 11, 2016 To: Geoff Fruin, City Manager From: Juli Seydell Johnson, Director of Parks and Recreation Re: Request for Approval — Resolution for Consulting Services — Natural Areas Master Plan Introduction: The City of Iowa City has more than 1,000 acres of land consisting of wetlands, native woodlands, prairie areas and stream banks. Many areas have not been inventoried for natural habitat and ecological health. An inventory and maintenance planning document is desired in order to guide maintenance and management of these areas for the next 10 years. History/Background: The goal of this project is to create a 10 year Management Plan for natural areas owned by the City of Iowa City that prioritizes maintenance and management efforts to protect the functional, economic, recreational and aesthetic values of these areas. In addition, metrics from this work will be used to report progress toward STAR Community Goals. The project schedule is as follows: • Task One Project Startup I Site Inventory + Analysis — Oct/Nov, 2016 • Task Two Field Inventory/Information Gathering Nov 1, 2016 — Oct 31, 2017 • Task Three Prioritization of Maintenance and Staffing Recommendations, Aug 31, 2017 • Task Four City Policy and Ordinance Review, Sept 30, 2017 • Task Five Draft Master Plan Issued to City, Oct 15, 2017 • Final Master Plan Issued to City, Dec 31, 2017 Discussion of Solutions: Six consulting teams submitted formal proposals for consideration. An evaluation committee recommended Applied Ecological Services (AES) for this project after reviewing written proposals and conducting interviews with several of the firms. Financial Impact: $100,000 of funding for this project is available from the Storm Water Management budget, account #7770110-432060. The additional $25,045 will be requested as part of the FY2018 budget. Recommendation: Approve contract in the amount of $125,045 with Applied Ecological Services, Inc., of Minnesota to provide design and engineering consultant services for the Natural Areas Master Plan project. Prepared by: Susan Dulek, Assistant City Attorney, 410 E. Washington St., Iowa City, IA 52240 (319) 356-5030 RESOLUTION NO. 16-293 RESOLUTION AUTHORIZING THE CITY MANAGER TO SIGN A MEMORANDUM OF UNDERSTANDING WITH THE HOUSING TRUST FUND OF JOHNSON COUNTY FOR THE CONTRIBUTION AND USE OF $500,000 FOR AFFORDABLE HOUSING. WHEREAS, the City Council desires to fulfill its.goal to increase the units of affordable housing in Iowa City, in part, by contributing $500,000 to the Housing Trust Fund of Johnson County, Inc.; WHEREAS, the funds should be used to serve households under 80% of median income, the units should be located within the corporate limits of Iowa City, and the site should comply with the Affordable Housing Location Model, as amended annually; and WHEREAS, the attached Memorandum of Understanding sets forth the parameters of how the funds are to be used. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IOWA CITY, IOWA, THAT: The City Manager is authorized to sign the attached Memorandum of Understanding. Passed and approved this 18th day of October , 2016. M OR // Approved by ATTEST: ha"� 7�tir�r ` 1 U - 1d- l Co CITY CEERK City Attorney's Office Resolution No. 16-293 Page 2 It was moved by Mims and seconded by Botchway the Resolution be adopted, and upon roll call there were: AYES: NAYS ABSENT: ABSTAIN: Botchway Cole Dickens Mims Taylor Thomas Throgmorton Prepared by: Susan Dulck, Asst. City Attorney, 410 E. Wnshington St., Iowa City, IA 52240,319/356-5030 MEMORANDUM OF UNDERSTANDING Re: CITY'S CONTRIBUTION TOWARD AFFORDABLE HOUSING This Memorandum of Understanding is entered into by and between the City of Iowa City, a municipal corporation ("City"), and Housing Trust Fetid of Johnson County, Inc. ("Trust Fund") in Iowa City, Iowa. WHEREAS, the City desires to contribute $500,000.00 to the Trust Fund to support affordable housing; and THE PARTIES THEREFORE AGREE AS FOLLOWS: 1. The City will contribute $500,000.00 ("funds") to the Trust Fund to support affordable housing by November 15, 2016. 2. The Trust Fund will use the fluids for affordable housing projects as follows: a. All units assisted must serve households under 80% area median income. The project itself may have units designated for higher incomes, but the units assisted by the funds must be serve households tinder 80% area median income. b. The projects must be located within the corporate limits of Iowa City. c. The sites must be in compliance with the City's Affordable Housing Location Model, as amended annually. d. Quarterly reports must be provided to the City Neighborhood Services Coordinator beginning January 1, 2017 and continuing thereafter until all finds have been allocated and all units are occupied by eligible households. The reports must include the following information on each project: 1) Address and developer; 2) Amount of funds allocated; 3) Description of development, such as 12-plex or 20 -unit tax project for seniors; and 4) Status of construction. e. No funds maybe used for project delivery or administrative expenses. Dated, this 18th day of October2016. CITY OF IOWA CITY, IOWA HOUSING TRUST FUND OF By: Geoff Fruin City Manager JOHNSON COUNTY, INC. �/���� By:Qsv/U&.G -/2�,. M— Tracey Aclienbach Executive Director r - I CITY OF IOWA CITY -A,►,� MEMORANDUM Date: October 11, 2016 To: Geoff Fruin, City Manager From: Tracy Hightshoe, Neighborhood Services Coordinator Re: Affordable Housing Fund Payment to the Housing Trust Fund of Johnson County At the September 20, 2016 City Council work session, the Council approved the distribution of funds from the Affordable Housing Fund. Under the approved distribution plan, $500,000 (50% of the $1,000,000 available) will go to the Housing Trust Fund of Johnson County for affordable housing projects in Iowa City. Affordable housing is defined as housing, either owner -occupied or rental, that assists households under 80% of area median income. In general, the Housing Trust Fund prioritizes rental projects that assist households under 60% of area median income. A memorandum of understanding for these funds will be entered between the City and the Housing Trust Fund of Johnson County (HTFJC). As directed by the City Council, the location of the projects awarded funds must be in compliance with the City's Affordable Housing Location model, as amended annually. The memorandum of understanding will also require quarterly reporting to Neighborhood Services. The report shall identify projects awarded funding, project updates until the project is owned/leased by eligible households and fund balance. No administrative funds are eligible with this award. Upon signing the memorandum of understanding, the HFTJC will be issued payment of $500,000.