Fontana City Council
January 24, 2023

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PREPAID CARD MARKETING AND PROCESSING AGREEMENT

This PREPAID CARD MARKETING AND PROCESSING AGREEMENT (this “Agreement”) is made and entered into as of _____________________ (the " Effective Date ") by and between FiCentive, Inc., a Nevada corporation (“FiCentive”), whose principal business address is 3611 Paesanos Parkway Suite 300, San Antonio, Texas 78231 and the City of Fontana, a California municipal company (hereinafter “CLIENT”), whose principal business address is 8353 Sierra Avenue Fontana, CA 92335 (each a “Party”, collectively the “Parties”).

RECITALS
A. FiCentive, through a network of affiliate banking and processing relationships (the “FiCentive Prepaid Partners”), distributes, manages, and processes prepaid stored value cards (collectively, the “Cards”) issued by Sunrise Banks of St. Paul, MN or another bank of FiCentive’s choosing (the “Issuing Bank”) that are sold through various channels to consumers and businesses (collectively, the “Cardholders”); and
B. CLIENT has relationships with various entities and individuals that may desire Prepaid Card Account (as defined below) products and services such as those offered by FiCentive (although CLIENT makes no representation or warranty regarding such willingness); and C. CLIENT also desires to sell and/or distribute Prepaid Cards and FiCentive is willing to grant to CLIENT certain rights to use, distribute, market, promote and /or sell Prepaid Cards directly to consumers and through and with various affiliates or partners of CLIENT (“CLIENT Partners”) in exchange for certain compensation, under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, based on the foregoing and the mutual and dependent promises contained herein, the parties hereto agree as follows:

DEFINITIONS

The following definitions apply to the terms set forth below when used in this Agreement:

1.01 ACH means Automated Clearing House which consists of a collection of electronic interbank networks used to process transactions electronically.

1.02 Acquirer means the financial institution that establishes and maintains the merchant account, receives transactions from the merchant and initiates the interchange via the Visa, MasterCard and Discover networks and ATM/debit networks.

1.03 Account or Card Account means a Cardholder account or CLIENT account, as applicable, that is a virtual or pseudo deposit account within an aggregate or pooled account held at one or more financial institutions and which is serviced under this Agreement.

1.04 ATM means Automated Teller Machine.

1.05 Card, Prepaid Card or Stored Value Card means a plastic magnetic stripe card, or a virtual or hosted representation or emulation of a plastic magnetic stripe card, which is issued to a person by the Issuer that is associated with and contains information pertinent to an Account.

1.06 CLIENT Cards means a Prepaid Card sold, distributed, or used by CLIENT or a CLIENT Partner 99999.91910\40919720.1

under the terms of this Agreement.

1.07 Cardholder means the person (or entity) to whom a Card has been issued; the owner of the Card.

1.08 Cardholder Funds means the funds or monies held in or made available to the Cardholder’s Account or on the Cardholder’s Card.

1.09 CLIENT Cardholder means the person (or entity) to whom a CLIENT Card has been issued; the owner of the CLIENT Card and associated Account.

1.10 Cardholder Agreement means the agreement between Issuing Bank and a Cardholder governing the terms and conditions applicable to use of a Card.

1.11 Card Package means a packet that generally includes a Card in a Card carrier, an explanation of the services available to the Cardholder; an activation label with the IVR number that the Cardholder can call to activate the Card; additional disclosures including but not limited to the current version of the Cardholder Agreement; and the fees and charges that apply to use of the Card, as may be amended from time to time.

1.12 Issuer or Issuing Bank means Sunrise Banks of St. Paul, MN or another bank of FiCentive’s choosing that issues the Card to the individual.

1.13 Merchant means a retailer, or any other person, firm, or corporation that, by agreement, accepts Stored Value Cards when properly presented.

1.14 A Merchant Identification Numbers (“MID”) is a unique code provided to merchants by their payment processor or acquirer. This code is transmitted along with cardholder information to involved parties for transaction reconciliation. The MID can help identify a merchant when communicating with their processor and other parties. The Merchant’s credit card processor is ultimately responsible for assigning each of the codes to a business or merchant.

1.15 Merchant Category Codes (“MCCs”), or merchant classification codes, are four-digit numeric codes that described the types of goods or services a business provides. The codes, their m eanings and classification are set by the Payment Brands. Credit card processors, however, are the ones responsible for assigning each of the codes to a business or merchant. Payment brands, issuers and acquirers can use MCCs to categorize, track, and restrict transactions. MCCs can be used for tax reporting, interchange promotion and gathering information about cardholder purchasing behavior . Often, MCCs are recognized by all payment brands; however, not all codes are recognized by all brands . Payment brands frequently add, eliminate, or change the MCCs with regularly- scheduled enhancements.

1.16 Operating Rules means the rules and business practices established by FiCentive (the “Rules” as defined below), Payment Networks and Issuer and provided to CLIENT by FiCentive, which are meant to increase consistency and interoperability among the various financial service providers that interact with each other and the end-users including the Payment Networks and the Issuer. Operating Rules include, but are not limited to, authorization procedures, settlement timing requirements, and audit and accounting rules.

1.17 Payment Brands means the respective financial institutions ( i.e., “Visa® or MasterCard® or other payment networks that act as a gateway between acquirers and issuers for authorizing and funding transactions and whose brands appear on the back of a Card to indicate where a Card is accepted” ), responsible for advancing and promoting the actual Payment Card Industry Data Security Standards.

1.18 P ayment Network means Visa® or MasterCard® or other payment networks that act as a gateway between Acquirers and Issuers for authorizing and funding transactions and whose brands appear on the 99999.91910\40919720.1

Card to indicate where a Card is accepted.

1.19 Personal Identification Number (PIN) means the code that assists an Issuer to authenticate the Cardholder for the purpose of approving a Card transaction. PINs may or may not be used in association with a Card, based upon the Program details.

1.20 FiCentive Customer Data means any and all data and information about FiCentive customers or clients provided to FiCentive by FiCentive customers or otherwise acquired by FiCentive from any source.

1.21 C LIENT Customer Data means any and all data and information about CLIENT customers provided to CLIENT by CLIENT customers or clients or otherwise acquired by CLIENT from any source.

1.22 P rogram means the type of Prepaid Card (e.g. consumer, corporate, gift, etc.) and associated fees and functionality of the Prepaid Cards CLIENT will distribute or sell under this Agreement, as well as CLIENT’s plan for offering, marketing and/or loading CLIENT Cards, including the specific development, design and implementation requirements.

1.23 Program Manager means the owner of a prepaid stored value card Program . Typically, Program Managers are responsible for establishing relationships with processors, f inancial institutions, Issuers and Payment Networks. For the purpose of this Agreement, FiCentive will also act as the Program Manager.

1.24 Rules or Processor Rules mean those certain rules and regulations promulgated by FiCentive from time to time that govern access to and use of the System . The Processor Rules are meant to increase consistency and interoperability among the various financial services providers including financial institutions, the Issuer and the Payment Networks that interact with each other and the end-users. FiCentive may, from time to time, modify the Rules in which event FiCentive shall provide written notice to CLIENT of said changes . However, in no case will CLIENT be required to operate under amended Rules which CLIENT has not agreed to in writing unless such changes are as a result of requirements imposed by the Issuer, a Payment Network, or government laws or regulations.

1.25 Settlement means the movement of funds between CLIENT and FiCentive or Issuing Bank in accordance with the Operating Rules and Processor Rules.

1.26 Prefunding Account means the account maintained by FiCentive or Issuer used for Settlement of all CLIENT funded or facilitated loads to a Card Account.

1.27 The System means the computer equipment, computer software and related proprietary technology, equipment, business methods and documentation used at any time and from time to time by FiCentive to provide the services contemplated by this Agreement . The System is a real -time, host-based processing system that operates 24 hours a day, 7 days a week. Among other things, the System serves to effectuate the simultaneous electronic transfer of funds between various financial accounts including Card Accounts.

Based upon the Program description, loading funds to a Card Account may occur electronically through an account-to-account transfer, through a bank, retailers or others who provide loading services and by direct payroll deposit . Based upon the Program description, funds in Accounts may be removed through an electronic account-to-account transfer, through use of a Card at an ATM to withdraw cash, through use of a Card to make purchases from Merchants who participate in a Payment Network that is authorized for the Program and through the utilization of ACH transactions or other services.

1.28 Transaction means activities related to a Cardholder’s Account including, but not limited to, when a Cardholder makes a purchase, conducts a balance inquiry, or withdraws cash.

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1.29 External Authorization refers to any Transaction on a Cardholder Account that is authorized by the CLIENT or a CLIENT- controlled system via a webservice, Application Programming Interface (API) or similar interface. FiCentive refers to this process as “external authorization” or “pseudo-gateway”.

1.30 Settled Transaction or Posted Transaction from the Payment Network refers to the final amount debited from the card account, including any gratuity or additions to the initial related External Authorization. The Settled Transaction amount may differ from the amount provided in the associated External Authorization that is sent originally to the CLIENT or CLIENT-controlled system. This difference is commonly attributable to an uncertain final debit amount at the time of the initial authorization. Any claim or dispute relating to or arising out of a difference between the Settled Transaction and the External Authorization will be the sole responsibility of FiCentive.

1. APPOINTMENT OF CLIENT AS DISTRIBUTOR

1.1 Appointment. FiCentive hereby grants to CLIENT a non-exclusive right to distribute, market, promote, use and/or sell Prepaid Cards that are managed and processed by FiCentive and issued by the Issuing Bank under the terms and conditions specified in this Agreement.

1.2 A ddition or Deletion of CLIENT Partners. CLIENT agrees to submit all required paperwork required by FiCentive to approve or deny all CLIENT Partners. New CLIENT Partners may only be added with the prior written consent of FiCentive and Issuing Bank and CLIENT will not provide CLIENT Partners the rights or ability to distribute, market, promote or sell CLIENT Cards, until approval is received.

1.3 L imited Agency; Regulatory and Other Inspections . FiCentive hereby appoints CLIENT as its sales representative with the authority to distribute and/or sell CLIENT Cards on behalf of FiCentive .

CLIENT shall be deemed an agent/ sales representative of FiCentive , for the limited sole purpose of distributing and/or selling CLIENT Cards . Neither FiCentive nor CLIENT may authorize sub- representatives or CLIENT Partners to sell or market CLIENT Cards except in compliance with applicable requirements of MasterCard, Visa, Discover, Maestro, Cirrus, Interlink, Plus, STAR , PULSE and any other card association that is applicable (collectively the “Payment Networks”) and the Issuing Bank.

FiCentive and CLIENT may be subject to supervision, examination and regulation as provided by applicable federal and state law and regulations, as well as the requirements of the Issuing Bank and the Payment Networks. CLIENT hereby consents to inspections by federal and state authorities of its books and records relating to FiCentive and the Issuing Bank. CLIENT is under a duty to act only as authorized under this Agreement, and if CLIENT exceeds such authority, this Agreement may be terminated, and CLIENT may be subject to disciplinary action by federal and state authorities.

2. GENERAL REQUIREMENTS FOR PROMOTION OF THE CARDS

2.1 Distribution and Marketing . CLIENT will distribute or enable the purchase of the CLIENT Cards directly to individuals or businesses or through CLIENT Partners as set forth on Schedule A attached hereto, as well as with certain additional methods or through additional CLIENT Partners that CLIENT may serve in the future, as mutually agreed upon by the Parties in accordance with Section 1.2 of this Agreement. CLIENT agrees that all marketing materials developed by it that mention, promote, or are associated with the CLIENT Cards or otherwise contain FiCentive ’s, the Issuing Bank’s, or the Payment Network’s tradename, trademarks or other intellectual property rights must be approved in writing by FiCentive prior to use. Failure to comply with this provision will be deemed a material breach of the Agreement.
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2.2 Marketing Expenses. CLIENT will be responsible for payment of any marketing materials, technology, equipment, supplies and the like developed by it and used in connection with the sale of the CLIENT Cards.

2.3 C ovenants. Each Party covenants that it will: (a) conduct business in a ma nner that reflects favorably at all times on the CLIENT Cards and the good name, goodwill and reputation of the other Party; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to the other Party or the CLIENT Cards; (c) make no false or misleading representations with regard to the other Party or the CLIENT Cards; (d) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to the other Party or the CLIENT Cards; and (e) make no representations, warranties or guarantees with respect to the CLIENT Cards that are inconsistent with literature or language distributed or approved by FiCentive, Issuing Bank or the Payment Networks.

2.4 C ard Package. CLIENT, with FiCentive’s assistance, if requested, and at no extra cost to the CLIENT other than those quoted in Schedule B , shall design the CLIENT Card and Card Package, including any Card mailers, promotional inserts and Card mailing envelopes (the “Related Mailing Pieces”) for mailing the CLIENT Cards to Cardholders. CLIENT shall design the CLIENT Card and the Related Mailing Pieces using the standard design and materials all in accordance with the Payment Networks’ Regulations, which design, and materials must be approved by FiCentive , the Payment Networks, and the Issuing Bank; provided that FiCentive shall assist CLIENT to obtain from the Payment Network and Issuing Bank the requisite approvals for the design of the CLIENT Card. CLIENT shall permit FiCentive to brand all CLIENT Cards on the front or reverse side, at FiCentive’s discretion, with the FiCentive logos and trademarks. CLIENT shall also permit FiCentive to brand all CLIENT Cards on the reverse side with a customer service toll-free number and the name of the Issuing Bank. At CLIENT’s option, CLIENT may design and create the Related Mailing Pieces using custom materials selected by CLIENT at CLIENT’s sole cost and expense; provided, however, that CLIENT shall pay any incremental increase in costs for production in advance to FiCentive. All promotional inserts shall be provided by CLIENT at its sole cost and expense and shall be subject to the prior written approval of FiCentive, which approval shall not be unreasonably withheld.

2.5 Mar
keting Plan and Material Approval and Penalties. All marketing materials, activities, plans or proposals of CLIENT or CLIENT Partners that contain, in whole or in part, the CLIENT Card or Prepaid Card name or brand, or otherwise mention, promote or are associated with the CLIENT Card, FiCentive, Payment Network, or Issuing Bank’s name, tradename or trademark, must be submitted to FiCentive and approved in writing prior to use in the marketplace by CLIENT. CLIENT agrees and acknowledges that FiCentive reserves the right to reject any marketing activities, plans or proposals that do not comply with its Rules and business practices or the rules or business practices of the Payment Networks or Issuing Bank. Notwithstanding the foregoing, if CLIENT fails to obtain FiCentive’s prior approval of the marketing plan or materials as set forth in this paragraph, the following penalties shall be assessed by FiCentive in its sole discretion:

1st offense Warning
2nd offense Warning or Termination of Agreement
3rd offense Termination of Agreement

2.6 Applicable Laws and Regulations . CLIENT acknowledges and agrees that it is solely responsible for monitoring legal developments applicable to the operation of its business and interpreting applicable state and federal laws, determining the requirements for compliance with all applicable state 99999.91910\40919720.1

and federal laws, and maintaining an ongoing compliance program . Consequently, CLIENT agrees that FiCentive has no responsibility to monitor or interpret laws applicable to CLIENT's business.

2.7 Expenses. CLIENT shall be solely responsible for any and all costs incurred by it in performing its obligations hereunder.

2.8 C LIENT Payments. CLIENT shall be responsible for payment to FiCentive for all fees listed in Schedule B (“CLIENT Fees”).

2.9 CLIENT Partner Payments. CLIENT shall be responsible for (i) billing and collecting from its CLIENT Partners all amounts due for any FiCentive services utilized by such CLIENT Partners pursuant to a Program and shall bear the loss of any uncollectible amounts (except for any uncollectible amounts that arise out of or as a result of any act, omission, breach or failure to perform by FiCentive ) and (ii) deducting any applicable federal, state or local use, excise, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (other than general income or property tax) from revenues received as a result of its resale of the CLIENT Cards and shall pay the same to the appropriate authorities.

2.10 CLIENT Partners. CLIENT shall make each CLIENT Partner aware of any rights and obligations that are applicable to such CLIENT Partner under this Agreement with respect to a Program implemented by FiCentive for such CLIENT Partner. CLIENT shall be responsible for ensuring and enforcing that CLIENT Partners are acting in accordance with the terms of this Agreement.

2.11 B ackground Checks . CLIENT authorizes FiCentive and Issuer to obtain consumer and business credit reports and background reports on CLIENT and CLIENT Partners, as well as each owner or principal of CLIENT and CLIENT Partners.

3. REVENUE; CONSUMER FEES

3.1 CLIENT Card Fees. The Manufacturer’s Suggested Retail Price (“MSRP”) for new CLIENT Cards will be determined by CLIENT and CLIENT may also request additional Card fees to be assessed; provided, however, that FiCentive shall have the absolute discretion to reject the pricing requested by CLIENT for the MSRP and any transaction and other fees for the CLIENT Cards. All fees that are assessed in conjunction with CLIENT Cards or CLIENT Card Accounts must be disclosed in the Cardholder Agreement, regardless of whether CLIENT or FiCentive assess and/or collects the fees. All fees assessed and collected by FiCentive on behalf of CLIENT will be paid to CLIENT according to Schedule B attached hereto.

3.2 P rocessor Fees to Cardholders. FiCentive reserves the right to charge Card consumers certain fees, which are assessed against the Card’s balance as such fees are accrued . Such fees will be fully disclosed to the consumer by FiCentive in accordance with applicable laws. These fees are assessed outside of, and are not governed by, this Agreement . FiCentive will handle all consumer complaints arising out of its fee assessments outside of this Agreement.

4. COLLECTION; COMMISSIONS PAYABLE TO CLIENT

4.1 Commissions. Commissions shall not be paid as part of this Agreement.

5. FICENTIVE RESPONSIBILITIES

5.1 General. FiCentive agrees that it will: (a) be responsible for compliance with all laws relating to the provision of CLIENT Cards, including applicable data privacy laws including, but not limited to, the 99999.91910\40919720.1

California Consumer Privacy Act and/the California Privacy Rights Act; (b) use commercially reasonable efforts to maintain its relationship with the Issuing Bank and the Payment Networks to ensure the Program’s continued operation; (c) not charge the Prefunding Account (as defined in Section 7.1 below) for any fees assessed to Cardholders outside of this Agreement; (d) act to ensure that each legitimate and verified consumer who purchases or receives a CLIENT Card from CLIENT or CLIENT Partner receives credit for the amounts loaded onto the CLIENT Card and shall have the right to utilize those amounts subject to the terms and conditions of the Cardholder Agreement between the Issuing Bank and the Cardholder; and (e) support, maintain, and/or develop the services as defined in Schedule D subject to any service level agreements as may also be defined in Schedule D.

5.2 Fraud Recovery. In the event that CLIENT discovers that a CLIENT Funded Load was processed to a CLIENT Card in error or as a result of consumer or employee fraud, CLIENT may communicate to FiCentive via fax, email, phone or overnight mail information about such fraudulent transaction and FiCentive will use commercially reasonable efforts to attempt to deactivate the affected CLIENT Card, recover funds loaded to such CLIENT Card and refund such recovered funds to CLIENT.

The parties agree that time is of the essence in such a situation, and that should such a request for fraud recovery occur after the perpetrator of the fraud has spent the funds in question, FiCentive will have no ability and no obligation to refund or recover such funds . FiCentive will cooperate fully with CLIENT personnel in an effort to locate and prosecute the perpetrator of such fraud.

5.3 R ecords and Inspection. CLIENT and FiCentive shall keep accurate records of transactions relating to the CLIENT Card sales and reloads. Upon the request of either Party, the other Party shall verify any records maintained by it in connection with the sale or reload of CLIENT Cards by affidavit and shall permit the requesting Party and its duly authorized representatives to examine and inspect the responding Party’s records relating to such transactions during said Party’s normal business hours.

FiCentive will only process transactions in accordance with the Approved Merchan t Identification numbers (MIDs) as denoted in Schedule F and the Approved Merchant Category Codes (MCCs) in Schedule G.

6. CLIENT RESPONSIBILITIES

6.1 General. CLIENT agrees that it will: (a) be responsible for compliance with all laws relating to the origination an d loading of CLIENT Funded Loads onto CLIENT Cards; and (b) provide accurate customer information (“ Cardholder Information”) to FiCentive for the purposes of issuing a Card to a Cardholder. CLIENT warrants it has the appropriate authorizations from CLIENT customers to provide Cardholder Information to FiCentive.

6.2 D ata Transmission . FiCentive is bound by the requirements of the Payment Card Industry-Data Security Standards (PCI -DSS) as well as other requirements for the safeguarding of cardholder and consumer information. As such, FiCentive must encrypt the transmission of data to CLIENT. If CLIENT handles any Cardholder Account data, including the Primary Account Number (PAN), CLIENT shall also implement policies and procedures to ensure that it adheres to PCI -DSS requirements and procedures.

CLIENT shall comply with the data transmission and encryption protocol established and modified from time to time by the PCI-DSS without the need for approval of CLIENT for such modifications. FiCentive shall use its reasonable best efforts to give CLIENT timely notice of all changes to the System or the Program which are being made to comply with any known changes related to PCI-DSS.

6.3 D
ata Security . CLIENT and its CLIENT Partners and service providers will have access to sensitive cardholder data which shall be treated as confidential . CLIENT acknowledges that it is responsible for securing and for the security of any and all cardholder data and consumer information in its possession or to which it has access. CLIENT further acknowledges that it shall implement polic ies 99999.91910\40919720.1

and procedures to manag e CLIENT Partners and service providers, ensure that CLIENT Partners and service providers adhere to the PCI -DSS requirements and procedures which can be found at https://www.pcisecuritystandards.org/, shall conduct due diligence as required by FiCentive on each CLIENT Partner and service provider prior to connecting to any CLIENT Partner or service provider and shall implement policies and procedures for disconnecting from said CLIENT Partners and service providers. If required by a Payment Network or Issuer, CLIENT will allow for security and usage audits performed by approved card forensics auditor and provide them full cooperation and access to conduct such audits, in the event of a cardholder data compromise. Regardless of contract termination, CLIENT will continue to treat cardholder data as confidential.

6.4 Fraud, Loss, and or Compromise. Card Accounts that are loaded prior be being registered, issued, distributed, should be treated as cash, regardless of the recipient. FiCentive is not responsible for cards not issued to the intended recipient . CLIENT agrees that they are solely responsible for any loss resulting from fraud, negligence, or compromise to such Card Accounts resulting from CLIENT’s sole negligence.

7. PREFUNDING REQUIREMENTS AND SETTLEMENT PROCEDURES

7.1 Prefunding Account. CLIENT acknowledges and agrees that the Issuing Bank is the distributor of funds to Cardholders in accordance with various Cardholder Agreements between the Issuing Bank and the Cardholders. CLIENT further acknowledges and agrees that all card loads initiated by CLIENT to CLIENT Cards (“CLIENT Funded Loads”) must be prefunded or deposited to a bank account specified by FiCentive (“Prefunding Account”) in advance of initiating CLIENT Funded Loads. Deposits made by CLIENT to the Prefunding Account will be made available for CLIENT Funded Loads on the next business day. The total dollar amount available for CLIENT Funded Loads (“Prefunding Available Balance”) will be calculated as the t otal deposits made by CLIENT to the Prefunding Account through the previous business day minus the aggregate dollar amount of all initiated CLIENT Funded Loads and all requested withdrawals from the Prefunding Account per Section 7.2. The Prefunding Availa ble Balance may also be reduced by the dollar amount of any delinquent balance owed to FiCentive as determined by the invoice terms set forth in Section 11.2. CLIENT will only be able to initiate CLIENT Funded Loads, in the aggregate, up to the dollar amount of the Prefunding Available Balance.

The Cardholder Funds shall be the sole property of Cardholders after the time CLIENT Funded Loads have posted to the Card Account, unless otherwise specified in the Cardholder Agreement. CLIENT agrees that Cardholder Funds will not be subject to creditors (whether secured or unsecured) of CLIENT or its affiliates, whether in connection with any bankruptcy proceeding filed by or against CLIENT, its affiliates or otherwise, unless the funds are specified as corporate owned in the Cardholder Agreement.

7.2 Prefunding Account Refunds and Withdrawals . CLIENT will be entitled to a refund of the remaining Prefunding Available Balance ninety (90) days from the termination of CLIENT Card sales.

CLIENT may also request withdrawals from the Prefunding Account up to the Prefunding Available Balance, and FiCentive agrees to transfer these funds to an account of CLIENT’s choosing within five (5) business days via the ACH network. CLIENT understands that CLIENT Funded Loads cannot be returned or withdrawn by CLIENT and will remain the property of the Cardholder after the termination of CLIENT Card sales or this Agreement, unless otherwise specified in the Cardholder Agreement.

7.3 F raud Limitations . FiCentive shall not be held responsible for any losses due to fraudulent CLIENT Funded Loads initiated using CLIENT’s electronic credentials (e.g., username, password) through a web portal or web service (API) provided by FiCentive. Please see Section 5.2 for information about Fraud Recovery.
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8. INTELLECTUAL PROPERTY

8.1 Intellectual Property Ownership. Each Party shall retain all right, title and interest, including all copyrights, patent rights, and rights in trademarks, service marks, logos and commercial symbols as well as all other intellectual property rights as listed on Schedule E attached hereto and incorporated herein by reference, and all goodwill associated therewith (collectively, “Intellectual Property”) . Neither Party shall acquire any interest in the other P arty’s Intellectual Property or any other products, services or materials, or any copies or portions thereof, provided by such Party pursuant to this Agreement, and any commercial use of the Intellectual Property other than pursuant to this Agreement is strictly prohibited.

8.2 L icense of Trademarks. No Intellectual Property owned by either Party or licensed to either Party by any third party may be used or reproduced by the other Party in any manner, shape or form without the prior written permission of the Party owning the Intellectual Property rights.

8.3 R eservation of Rights in Trademarks . All rights not expressly granted herein with respect to either Party's Intellectual Property are reserved to that Party. Nothing contained herein shall limit either Party’s right to license its Intellectual Property to any third party. It is expressly understood and agreed that, as between the Parties, that each Party’s Intellectual Property, and all rights, title and interest therein are and shall remain the sole and exclusive property of the Party initially owning said Intellectual Property.

9. CUSTOMER INFORMATION

9.1 FiCentive Owned Customer Information. FiCentive owns and will own any and all FiCentive Customer Data. Except as expressly provided for in this Agreement, CLIENT will not obtain or claim any right to FiCentive Customer Data (although such could be included in CLIENT Customer Data).

9.2 C LIENT Owned Customer Information. CLIENT owns and will own any and all CLIENT Customer Data. Except as expressly provided for in this Agreement, FiCentive will not obtain or claim any right to CLIENT Customer Data (although such could be included in FiCentive Customer Data).

9.3 P articipant Data. To the extent permitted by relevant consumer privacy and other regulations, FiCentive and CLIENT will provide suitable customer data to the other Party to support CLIENT Cards and the operation and management of CLIENT Cards as defined in this Agreement.

9.4 F iCentive Data Collection and Use Limitations .

9.4.1 Privacy-Related Issues. FiCentive will not collect any information from CLIENT Cardholders without their express permission and will provide the ability for such CLIENT Cardholders to opt-out of FiCentive’s further use of such information. FiCentive agrees to use data collected from CLIENT Cardholders subject to FiCentive’s privacy policies, which will be consistent with industry standa rds and be adequately displayed and which will at all times comply with all applicable federal and state consumer privacy laws and regulations currently in effect or which may subsequently become effective during the Term of this Agreement.

9.4.2 N o Targeted Solicitations . FiCentive will not use any data obtained under the Agreement to solicit or facilitate the solicitation by any third party of CLIENT Cardholder as a result of their status as CLIENT Cardholder.

9.4.3 N o Sale or Lease of Data. Without CLIENT’s prior express written consent, FiCentive will not, during and after the Term (as defined in Section 12.1 below) , sell, lease, or otherwise 99999.91910\40919720.1

use or transfer any data collected from CLIENT customers that does not constitute FiCentive Customer Data.

9.5 CLIENT Data Collection and Use Limitations.

9.5.1 Privacy-Related Issues. CLIENT will not collect any information from FiCentive customers or users without their express permission and will provide the ability for such FiCentive users to opt-out of CLIENT’s further use of such information. CLIENT agrees to use data collected from FiCentive users subject to CLIENT’s privacy policies.

9.5.2 N o Targeted Solicitations. Without FiCentive ’s prior express written consent, CLIENT will not use any data obtained under the Agreement to solicit or facilitate the solicitation by any third party of FiCentive customers as a result of their status as FiCentive customer or users. For purposes of clarification, the foregoing restriction does not prohibit CLIENT or a third party working with CLIENT from marketing products or services to such FiCentive customers or users as part of a general offering of such services not targeted solely to FiCentive customers or users.

9.5.3 N o Sale or Lease of Dat a. Without FiCentive’s prior written consent, CLIENT will not, during and after the Term, sell, lease, or otherwise use or transfer any data collected from FiCentive customers or users that does not constitute CLIENT Customer Data.

10. WARRANTIES AND DISCLAIMER

10.1 No Conflict. Each Party represents and warrants to the other Party that it is under no current obligation or restriction, nor will it knowingly assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest, concerning the performance to be rendered hereunder or the rights and licenses granted herein.

10.2 I
ntellectual Property Warranty. Each Party represents and warrants to the other that it has full and sufficient right, title and authority to grant the rights and/or licenses granted to the other under this Agreement.

11. EXCLUSIVITY, INVOICES AND TAXES

11.1 Non-Exclusive Provider . During the T erm of this Agreement, CLIENT shall utilize the payment processing and prepaid card services of FiCentive on a non-exclusive basis.

11.2 I nvoice . FiCentive shall submit an invoice to CLIENT each month, covering charges for the previous month. CLIENT shall have thirty (30) days after Provider submits an invoice to provide notice to FiCentive of any disputes regarding that invoice. If there is no dispute regarding an invoice, CLIENT agrees to allow FiCentive to draft from CLIENT’s designated bank account for all fees invoi ced. If payment is not received by FiCentive by such date, the delinquent balance shall bear interest at the rate of one and one-half percent (1½%) per month. Nothing herein shall be construed to constitute a waiver of Provider’s right to declare a default by CLIENT under this Agreement on account of such delinquency, to terminate this Agreement and to exercise any other rights under this Agreement or at law or in equity.

All card printing and setup and applications fees are due and payable upon execution of this Agreement.

All fees associated with this agreement are to be paid in US dollars.

11.3 E xpenses of CLIENT.

CLIENT shall be solely responsible for the following:
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(a) Advertising and other expenses associated with the marketing of cards to potential cardholders.
(b) All CLIENT Fees and expenses as detailed in Schedule B (c) All fines and penalties assessed by any Payment Network, Issuer, relevant financial institution or government agency limited solely to CLIENT's actions, inactions, or omissions.
(d) Any fees c harged by a System or Payment Network in relation to CLIENT’s registration, as applicable, as a marketing representative or service provider of FiCentive or FiCentive’s Issuing Bank.
(e) All fees charged by a System or Payment Network for any purpose specifically related to or incurred because of CLIENT Cards or the Program created for CLIENT, not including typical switch and settlement fees that are charged for standard payment transaction processing and settlement.
(f) Any pass -through fees assessed to Ficentive by the Issuing Bank, including pass- through legal or compliance fees related to or incurred because of CLIENT Cards or the Program created for CLIENT.
(g) All expense associated with completing a due diligence review for any third party vendor or contractor relationship contemplated in this Agreement.

11.4 Taxes. CLIENT is responsible for the payment of any and all foreign, federal, state, county and local taxes and fees applicable to transactions under this Agreement and invoiced to CLIENT by FiCentive. CLIENT shall be responsible for the collection of all applicable end -user taxes and fees and the remittance of such taxes and fees to the relevant governmental authority.

12. TERM AND TERMINATION

12.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the first anniversary of the Effective Date (the “Initial Term”). The CLIENT may renew for four (4) additional twelve (12) month terms, by providing written notice to FiCentive.

12.2 T ermination . If either Party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non- breaching Party may terminate this Agreemen t on written notice at any time following the end of such thirty (30) day cure period. This Agreement shall terminate immediately upon notice if either Party (a) becomes insolvent (i.e., becomes unable to pay its debts in the ordinary course of business as they come due); (b) makes an assignment for the benefit of creditors; (c) commences, or has commenced against it, a proceeding under any bankruptcy, insolvency or debtor’s relief law; (d) has a receiver appointed over it; or (e) has ceased its ongoing business operations . In any event, FiCentive will be fully responsible to continue to fund any and all Card sales and reloads that are processed after this Agreement’s termination.

Sections 4, 5, 7, 8, 9, 11, 12, 13, 14, and 15 will survive termination or expiration of this Agreement for any reason. Either Party may cancel this Agreement for any reason by providing 30 days’ written notice to the other Party.
99999.91910\40919720.1

12.3 Section 365(n) of Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the " Bankruptcy Code"), licenses of rights to "intellectual property" as defined under Section 101(35A) of the Bankruptcy Code. The Parties agree that each Party as licensee of such rights and licenses shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code, provided such licensee Party abides by the terms of this Agreement.

12.4 E
ffect of Termination . Upon termination or expiration of this Agreement (i) any licenses granted hereunder shall terminate; (ii) each Party shall return to the other all copies of any Confidential Information (as defined below), and all documents, content or other materials provided to such P arty by the other hereunder; (iii) CLIENT shall immediately cease the sale of all CLIENT Cards in its possession and shall immediately cease all use of the Intellectual Property of FiCentive; (iv) all payments of fees then due shall be paid upon such termination; and (v) each Party's rights and obligations with respect to fees payable hereunder, in accordance with Section 4 of this Agreement, and such other provisions that by their nature are intended to survive termination, shall survive the termination of this Agreement.

12.5 V
iolation of Rules. In the event that a Payment Network, Issuer, relevant financial institution, or government agency shall notify FiCentive of any violation of its laws, rules or regulations relating to CLIENT or transactions processed for CLIENT, FiCentive shall have the right, without liability to CLIENT, to terminate processing services on behalf of CLIENT under this Agreement until such time as FiCentive shall have been notified by the Payment Network, Issuer, financial institution, or government agency that the material violation has been corrected.

12.6 Eme rgency Suspension. Upon fax or written notice to CLIENT by FiCentive , CLIENT agrees to immediately (within 24 hours, or, if the day of such notice falls on a Saturday, Sunday or a holiday, on CLIENT’s next business day) halt the sale and/or reload of CLIE NT Cards by CLIENT and all CLIENT Partners selling or reloading the CLIENT Cards. CLIENT represents that it owns the technology necessary, or has the contractual ability through a third party, to halt sales and reloads of CLIENT Cards at all CLIENT Partners without regard to whether the CLIENT Partners are cooperative in halting such sales or reloads . Reasons for invoking an “emergency suspension” may include (a) a regulatory change; (b) the need to protect or preserve property; (c) the failure to fund any shortfall of the Prefunding Account; or (d) any other reason, determined by FiCentive using commercially reasonable judgment, that constitutes an immediate need to halt Card sales and reloads . In the event of such emergency suspension, FiCentive and CLIENT will have fifteen (15) days from the date of such emergency termination notice to mu tually decide whether to resume Card sales and/or reloads. If the parties fail to mutually agree to resume Card sales and/or reloads during this 15- day period, this Agreement shall be terminated solely with respect to those CLIENT Partners at which Card sa les and reloads were suspended on the earlier of either (a) the date upon which one or both parties determine(s) that Card sales and/or reloads shall not be resumed at such CLIENT Partners; or (b) the close of business on the 15
th day following the date of the emergency suspension notice. CLIENT will provide FiCentive with the name and 24-hour contact information of an emergency CLIENT contact with the authority and ability to immediately halt all Card sales and reloads at CLIENT Partners.

12.7 A ssociation and Bank Approval. All facets of this Agreement are subject to approval by the Acquirer and the Issuing Bank. Should the Acquirer or the Issuing Bank not approve the Program for whatever reason, or once approved, rescind such prior granted approval, then this Agreement will terminate subject to the provisions of Section 12.4 herein. 99999.91910\40919720.1

13. INDEMNIFICATION

13.1 To the fullest ext ent permitted by law, FiCentive shall defend (with counsel of CLIENT’s choosing), indemnify and hold the CLIENT, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of FiCentive, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the FiCentive’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses.

FiCentive's obligati on to indemnify shall not be restricted to insurance proceeds , if any, received by FiCentive, the CLIENT, its officials, officers, employees, agents, or volunteers.

14. DAMAGES AND INJUNCTIVE RELIEF

14.1 Limitation on Damages. The parties to this Agreement each waive any right to recover, and any rights to make claims for, punitive, exemplary, multiple, pain-and-suffering, mental distress, incidental, indirect, consequential, special, and/or similar damages under any theory whatsoever, even if the Party from whom such damages are sought is aware of the possibility of such damages. FiCentive's maximum liability to CLIENT shall be limited to an amount equal to the total costs and damages incurred by CLIENT, during the 180 day period prior to FiCentive's receipt of written notice of the alleged breach. CLIENT's maximum liability will be limited to an amount equal to the total CLIENT Fees paid by CLIENT and CLIENT Partners to FiCentive, less any one-time or setup fees, during the 180-day period prior to CLIENT’s receipt of written notice of the alleged breach. The parties have agreed on this limitation in recognition of the fact that the calculation of any actual damages would be exceedingly difficult and subject to speculation and possible abuse and that the foregoing compromises benefit both parties equally. The limitation of liability set forth in this Section 14.1 shall not apply to any data breach or unauthorized dissemination of information, whether unintentional, negligent, willful or otherwise, which was gathered or transferred pursuant to or arising out of this Agreement.

14.2 I
njunctive Relief . The parties agree that in the event of a breach of Section 15 below, the disclosing P arty could suffer irreparable harm for which monetary damages would be inadequate, and therefore, in addition to any other remedy that the disclosing Party might have at law or in equity, injunctive relief may be appropriate. Neither Party will be required to post a bond in order to obtain any injunctive nor other equitable relief and that a Party's only remedy, if an injunction or other equitable relief is entered against it, will be to obtain dissolution of such injunction or other order.

15. CONFIDENTIALITY

15.1 Confidential Information. Each Party acknowledges and agrees that, in the course of this Agreement and the Parties’ relationship, it may be given access to or otherwise obtain such information of the other P arty as such other Party reasonably considers confidential or proprietary (“ Confidential Information”). Without limitation of the foregoing, all unique and original ideas, concepts, marketing plans, research results, business plans, Intellectual Property, and this Agreement, shall be considered Confidential Information.
1 5.2 Exceptions . The obligations set forth herein shall not apply to the extent that information: (i) is now in, or subsequently enters through no fault of the receiving P arty, the public domain; (ii) is known to the receiving Party without restriction, prior to receipt from the disclosing P arty; (iii) is received from any third party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; (iv) is independently developed by the 99999.91910\40919720.1

receiving Party's employees or agents provided that the receiving Party can show that those same employees or agents had no access to the Confidential Information received hereunder; or (v) is required to be disclosed under applicable law or in a judicial or other governmental investigation or proceeding, provided the disclosing Party has been given prior notice and opportunity to contest the need for such disclosure or to seek a protective order therefore.

15.3 Use of Confidential Information . Each Party hereby agrees to hold the other P arty’s Confidential Information in strict confidence, and shall not disclose such Confidential Information, or any part thereof, to any third-party, except those of its officers, employees, consultants, or professional advisors on a need to know basis in order for the receiving Party to perform its obligations hereunder, provided that such officers, employees, consultants, or professional advisors shall, prior to any disclosure, have expressly agreed to be bound to confidentiality obligations no less strict than those described herein. Each Party shall remain solely responsible to the other Party for the conduct of its employees and agents with respect to the Confidential Information. FiCentive acknowledges that the CLIENT is a governmental entity, and that California law limits the ability of the CLIENT to shield from public disclosure any information given to the CLIENT in a tangible format. Accordingly, the Parties agree to work together to avoid disclosures to CLIENT by FiCentive of confidential information that would result in economic loss or damage to FiCentive if such information were to be disclosed to third persons by Customer pursuant to a request submitted under the California Public Records Act, California Government Code §§ 6250 – 6276.48, or other similar public disclosure law.

15.4 P ublic Announcements. Neither FiCentive nor CLIENT will make any announcement of this Agreement, or any commercial relationship between the two Parties, or make any announcement containing product names, brand names or trademarks of the other Party without prior written approval of the other Party. In addition, CLIENT will not make any announcement that discusses Prepaid Cards that are supported or managed by FiCentive without prior written approval of FiCentive. The foregoing shall not restrict in any respect either Party’s ability to communicate information concerning this Agreement and the transactions contemplated hereby to such Party’s affiliates’, officers, directors, employees and professional advisers.

16. INSURANCE REQUIREMENT

16.1 Insurance. FiCentive agrees to purchase and maintain at all times, during the term of this Agreement: 1) a Professional Liability Insurance policy with coverage limits of at least $2,000,000; and 2) Cyber Liability Insurance policy with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by FiCentive in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, d amage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 17 MISCELLANEOUS

17.1 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party . However, no consent shall be required for either Party to assign this Agreement, along with such Party ’s rights and obligations hereunder, in connection with the merger, consolidation or acquisition of such Party or the sale of all or substantially all of its assets . Any attempted assignment in violation of this Section 1 6.1 shall be void.
99999.91910\40919720.1

17.2 Notices. Any notices and other communications required or permitted under this Agreement shall be effective if in written form and delivered personally or sent by Federal Express or other generally recognized overnight carrier or by First Class U.S. Mail, with postage prepaid, addressed to the parties at the addresses set forth on the signature page to this Agreement . Unless otherwise specified herein, such notices or other communications shall be deemed effective (and to have been received) (a) on the date delivered, if delivered personally; (b) one (1) business day after being sent, if sent by Federal Express or other generally recognized overnight carrier; (c) one (1) business day after being sent, if sent by fax with confirmation of good transmission and receipt; or (d) three (3) business days after being deposited in the U.S. Mail, First Class, with postage prepaid. Each of the parties hereto shall be entitled to specify another address for receiving notices by giving notice thereof to the other Party as set forth herein. 1 7.3 Relationship of the Parties . Other than the limited agency set forth in Section 1.3 of this Agreement, FiCentive and CLIENT are independent parties, and nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and neither Party shall hold itself out as an agent, legal representative, par tner, subsidiary, joint venture , servant, or employee of the other . Neither Party nor any officer or employee thereof shall, in any event, have any right collectively or individually to bind the other Party, to make any representations or warranties, to accept service of process, to receive notice, or to perform any act or thing on behalf of the other Party , except as authorized in writing by such other Party in its sole discretion. 1 7.4 Force Majeure. Neither Party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond the control and without the fault or negligence of such Party. Such causes may include, without limitation, acts of God, acts of local, state or national governments or public agencies, acts of public enemies, acts of civil or military authority, labor disputes, material or component shortages, embargoes, rationing, quarantines, blockades, sabotage, utility or communication failures or delays, earthquakes, fire, flood, epidemics, riots or strikes. The time for performance of any act delayed by any such event may be postponed for a period equal to the period of such delay.
17 .5 Time. Time is of the essence of this Agreement with respect to each and every provision of this Agreement in which time is a factor.
1 7.6 Cumulative Remedies. Unless expressly set forth herein to the contrary, all remedies set forth herein are cumulative and are in addition to any and all remedies provided either Party at law or in equity. 17 .7 Waiver and Modification . No purported waiver by either Party of any provision of this Agreement or of any breach thereof shall be deemed to be a waiver of such provision or of any subsequent breach of the same or any other provision hereof, nor shall either Party ’s continued dealing with the other Party following a breach of any provisions hereof be deemed to be a waiver of such or any other breach .

No change in, modification of, or addition, amendment or supplement to this Agreement shall be valid unless set forth in writing and signed by each of the parties hereto. 17 .8 Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 17 .9 Applicable Law . This Agreement shall be in all respects governed by and construed in accordance with the laws of either the State of California or the State of Texas depending on and consistent with the jurisdiction and venue provisions below, including all matters of construction, validity and performance. Any action brought by CLIENT to enforce or interpret the terms of this Agreement shall be instituted and maintained in the District Courts of Bexar County, Texas. Any action brought by FiCentive to enforce or interpret the terms of this Agreement shall be instituted and maintained in the Superior Courts 99999.91910\40919720.1

of San Bernardino County, California. Each party hereby consents to the jurisdiction and venue of such courts set forth above and waives any objections to such jurisdiction.

17.10 Entire Agreement. This Agreement, inclusive of all schedules attached hereto, sets forth the entire agreement between the Parties hereto, and supersedes all prior agreements or understandings between the Parties pertaining to the subject matter hereof.
17 .11 Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding on the Parties hereto and enforceable in accordance with their terms, as though the invalid or unenforceable provision (or portion thereof) was not contained in this Agreement.
17 .12 Compliance with Federal Funding Requirements Funds from the Coronavirus State Fiscal Recovery Fund and/or the Coronavirus Local Fiscal Recovery Fund, together k nown as the Coronavirus State and Local Fiscal Recovery Funds (“CSLFRF”) program, will be used to fund all or a portion of this Agreement. As applicable, FiCentive shall comply with all federal requirements including, but not limited to, the following, all of which are expressly incorporated herein by reference:
• Sections 602 and 603 of the Social Security Act as added by Section 9901 of the American Rescue Plan Act of 2021 (“ARPA”);
• CSLFRF Final Rule, codified at 31 CFR Part 35;
• CSLFRF Guidance on Recipient Compliance and Reporting Requirement, the most current version; • 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, other than such pr ovisions as the U.S. Department of the Treasury may determine are inapplicable to the CSLFRF program and subject to such exceptions as may be otherwise provided by the U.S. Department of Treasury. • Treasury Coronavirus Local Fiscal Recovery Fund Award Terms and Conditions; • The Federal Funding Requirements attached hereto as Schedule “H ” and herein incorporated by reference; and
Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in this Agreement. With respect to any conflict between the Federal Contract Provisions and the Agreement and/or the provisions of state law and, except as otherwise required under federal law or regulation, the Federal Contract Provisions shall control. [Signature Page Follows]
99999.91910\40919720.1

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and first year above written.

FiCentive, Inc. City of Fontana (“CLIENT”)

a Nevada corporation a California municipal corporation

By: ___________________________ By: ___________________________

Kyle Ruschman, VP, Business Development __________________, ____________

Approved as to Form City Attorney:

By: ___________________________
Ruben Duran
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Schedule A

CLIENT Partners

CLIENT Partners Relationship To CLIENT
(Include name of partner, website, and physical address)

99999.91910\40919720.1

Schedule B

CLIENT Fees

Card Program Branding and Setup

Note: All “S” items below are OPTIONAL.

Item Description Cost
S.1

Basic Client Setup and Implementation
- Akimbo Branded Card and Card Package Design
- Merchant Category Code (MCC) Restriction Management
- Distributor Setup and Administrative Web Portal “DCP” Access

No Charge
S.2 Branded Card and Card Package Design and Setup
- Branded Card and Card Package Design
- Branding on Cardholder web app
(Note: Login page, collection page, enrollment/order page, and mobile app branding not included.)
- Distributor Setup and Administrative Web Portal “DCP” Access

$2,500.00
(per Branded
Card Design /
Card Package
Design)

S.3 Package Updates and Changes
- Includes any updates to card art, card carrier, activation label, terms and conditions, and other card package inserts. This charge is assessed each time a card package is updated, not for each individual update or change request

$750 per
package update
S.4 Custom Development
- Scope and estimate agreed upon in writing

$225.00 / hr.

S.5 Pre-Load Payment
- City of Fontana to determine eligibility of each cardholder based on program criteria and provide to Ficentive pre-load payment processing to each individual card.

not to exceed
$400 per card
for Impacted
Households

not to exceed
$600 per card
for
Disproportionate
Households

[continued on the following page]

99999.91910\40919720.1

Card Package and Production Fees

Item Service Cost Notes
P.1

Akimbo or

CLIENT-
Cobranded,
Mastercard
(printing and
fulfillment for
Incentive
Cards)
$2.50 per physical
Mastercard
Does NOT include shipping/postage costs.

Cardholder funds DO NOT EXPIRE.

Inactivity fee of $6.95 per month beginning
on the 13th month without any cardholder
activity.

Inactivity fees are always refunded at the
request of the cardholder.

EMV Cards (optional) are assessed an
additional $0.85 per card charge (> 3 weeks
lead time required).

P.2

Virtual
Incentive
MasterCard
(Akimbo Now,
or CLIENT-
Cobranded)
$0.50 per virtual Mastercard
sent by email or text (SMS).

Note: Cardholders receiving a virtual
MasterCard may be given the option to order
a physical, plastic MasterCard. If a plastic
MasterCard is requested by cardholder,
CLIENT will be charged for the printing and
fulfillment of physical card according to
Item P.1, including shipping/postage cost.

Card Reload Processing Fees

Note: These fees only apply to incentive cards that are reloaded. They are not charged on the first load.

Item Service Cost Notes
L.1 Reload / Unload
Incentive and
Disbursement
Cards
Waived Applies to all Client-funded card reloads and
unloads to prepaid MasterCard accounts.

This applies to loads from the Client
Prefunding Account, or any custom funds
flow as defined by the Client.

Card reloads can be initiated through the
Administrative Web Portal (DCP), API or by
batch file submission.

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Schedule C

CLIENT Commissions

[Intentionally Omitted - No commission are paid under this Agreement] 99999.91910\40919720.1

Schedule D

FiCentive Services

1) Support and manage all aspects of the Akimbo Now Mastercard, Akimbo Now Incentive Mastercard, Akimbo Now Promotional Mastercard or CLIENT-Cobranded Akimbo Now Mastercard program (the “Incentive Card”), including:

a. Hosting and maintaining an Akimbo-branded website or landing page with links to cardholder login, card registration, and terms and conditions for the Incentive Card. b. Hosting and maintaining an Akimbo-branded registration page where cardholders may register Incentive Cards for online access and update address information. c. Hosting and maintaining an Akimbo-branded cardholder web application and mobile application where cardholders can securely login and manage their Incentive Card, including:
i. Viewing balances and transactions
ii. Registering an address to an Incentive Card
d. Supporting all transaction processing for Incentive Cards, including:
i. Signature- and PIN-based purchase transactions, ATM and cash withdrawal transactions (Cash Access only available on programs that require KYC verification), and transaction reversals and purchase returns over the MasterCard®, Cirrus®, and Accel® Payment Networks
e. Supporting all non-financial processing activities for Incentive Cards, including:
i. Card number and Card Account creation
ii. Card activation
iii. Set and reset Card PIN
iv. Address and phone number changes
f. Providing customer support, including:
i. Cardholder website help pages
ii. Telephone, Interactive Voice Response (IVR) services, providing cardholders the ability to activate card and get card balance 24/7
iii. Live agent telephone support, based in the U.S. available, at a minimum, on Monday through Friday between 8am and 5pm Central Time, excluding bank holidays
iv. Email customer support
v. Reg E-compliance dispute handling for all cardholder-initiated transaction disputes

2) Provide CLIENT with the ability to create, order, sell, and distribute Incentive Cards. This includes creating a unique distributor ID and access to an administrative web portal.

3) Provide CLIENT with secure access to an administrative web portal where CLIENT can:
a. Review basic reports, including load activity and volume, card enrollment data, KYC results, and transaction reports
b. Order, create and/or register Incentive Cards
c. Load Incentive Cards
d. Process CLIENT Funded Loads (Reload cards)

4) Provide CLIENT with access to webservices/API (if setup fee paid) where CLIENT can:
a. Send virtual prepaid cards by email
b. Load existing, reloadable Incentive Cards
c. Retrieve balance and transaction data on Incentive Cards 99999.91910\40919720.1

Schedule E

TRADEMARKS

FiCentive

FiCentive
Payment Data Systems
Zbill
Billx
Akimbo
Stream
Usio

CLIENT

_____________________

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Schedule F

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Schedule G

APPROVED MERCHANT CATEGORY CODES (“MCCs”) LIST

99999.91910\40919720.1

Schedule H

Federal Contract Provisions

During the performance of this Agreement, the FiCentive shall comply with all applicable federal laws and regulations including, but not limited to, the federal contract provisions in this Schedule.

1. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON- FEDERAL E NTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.327)

(a) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. The Agreement include remedies for breach and termination for cause and convenience.
(b) A ppendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, if this Agreement meets the definition of a “federally assisted construction contract” in 41 C.F.R. § 60- 1.3, then FiCentive shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:
(i) FiCentive will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. FiC entive will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. FiCentive agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(ii) FiCentive will, in all solicitations or advertisements for employees placed by or on behalf of the FiCentive, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (iii) FiCentive will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the FiCentive's legal duty to furnish information. (iv) FiCentive will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the FiCentive 's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 99999.91910\40919720.1

(v) FiCentive will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (vi) FiCentive will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regula tions, and orders.
(vii) In the event of the FiCentive's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and t he FiCentive may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (viii) FiCentive will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. FiCentive will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a FiCentive becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the FiCentive may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract o r contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or a ll of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to 99999.91910\40919720.1

which the failure or refund o ccurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. (c) Appendix II to Part 200 (D) – Davis-Bacon Act: Not applicable to this Agreement since it is funded by CSLFRF.
(d) A ppendix II to Part 200 (D) – Copeland “Antti-Kickback” Act: Not applicable to this Agreement since it is funded by CSLFRF.
(e) A ppendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) If this Agreement is in excess of $100,000 and involves the employment of mechanics or laborers, FiCentive shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions w hich are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(ii) Overtime Requirements. No contractor or subcontractor contracting for any part of the Agreement work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(iii) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (ii) of this section the FiCentive and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such FiCentive and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iv) Withholding for unpaid wages and liquidated damages. The City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the FiCentive or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.
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(v) Subcontracts. FiCentive or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. FiCentive shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section.
(f) Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:
(i) If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of e xperimental, developmental, or research work under that “funding agreement,” the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Federal awarding agency.
(ii) The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, sub stitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.
(g) Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this Agreement is in excess of $150,000, FiCentive shall comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).
(i) Pursuant to the Clean Air Act, (1) FiCentive agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) FiCentive agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and ( 3) FiCentive agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) FiCentive agrees to comply with all applicable standards, orders or regulations issued pursuant to the Feder al Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) FiCentive agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) FiCentive agrees to include these requirements in each subcontract exceeding $150,000. (h) Appendix II to Part 200 (H) – Debarment and Suspension: A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
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(i) This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such FiCentive is required to verify that none of the FiCentive, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) FiCentive must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.
(iii) This certification is a material representation of fact relied upon by City. If it is later determined that FiCentive did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (iv) FiCentive warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. FiCentive also agrees to verify that all subcontractors performing work under this Agreement are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. FiCentive further agrees to notify the City in writing immediately if FiCentive or its subcontractors are not in compliance during the term of this Agreement.
(i) Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this Agreement is in excess of $100,000, FiCentive shall have submitted and filed the required certification pursuant to the Byrd Anti - Lobbying Amendment (31 U.S.C. § 1353). If at any time during the Agreement term funding exceeds $100,000.00, FiCentive shall file with the City the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” FiCentive s that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency. (j) A ppendix II to Part 200 (J) – §200.323 Procurement of Recovered Materials:
(i) FiCentive shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.
(ii) In the performance of this Agreement, the FiCentive shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired: Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or at a reasonable price. 99999.91910\40919720.1

(iii) Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. (iv) FiCentive also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”
(k) Appendix II to Part 200 (K) – §200.216 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment:
(i) FiCentive shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system funded under this Agreement. As described in Public Law 115 –232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (1) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(2) Telecommunications or video surveillance services prov ided by such entities or using such equipment.
(3) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (ii) See Public Law 115-232, section 889 for additional information. (l) Appendix II to Part 200 (L) – §200.322 Domestic Preferences for Procurement:
(i) FiCentive shall, to the greatest extent practicable, purchase, acquire, or use goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subcontracts
(ii) For purposes of this section:
(1) “Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.
(2) ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of nonferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 99999.91910\40919720.1

2. COMPLIANCE WITH U.S. DEPARTMENT OF THE TREASURY CORONAVIRUS

STATE AND LOCAL FISCAL RECOVERY FUND AWARD TERMS AND CONDITIONS (a) Maintenance of and Access to Records. FiCentive shall maintain records and financial documents sufficient to evidence compliance with section 603(c) of ARPA, Treasury’s regulations implementing that section, and guidance issued by Treasury regarding the foregoing. FiCentive agrees to provide the CITY, Treasury Office of Inspector General and the Government Accountability Office, or any of their authorized representatives access to any books, documents, papers, and records (electronic an otherwise) of the FiCentive which are directly pertinent to this Agreement for the purposes of conducting audits or other investigations. Records shall be maintained by FiCentive for a period of five (5) years after completion of the project.
(b) C ompliance with Federal Regulations. FiCentive agrees to comply with the requirements of section 603 of ARPA, regulations adopted by Treasury pursuant to section 603(f) of ARPA, and guidance issued by Treasury regarding the foregoing. FiCentive also agrees to comply with all other applicable federal statutes, regulations, and executive orders, including, without limitation, the following:
(i) Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporate d by reference.
(ii) Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference.
(iii) OMB Guidelines to Agencies on Governmentwide De barment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (contracts and subcontracts described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury’s implementing regulation at 31 C.F.R. Part 19. (iv) Recipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. (v) Governmentwide Requirements for Drug-Free Workplace, 31 C.F.R. Part 20. (vi) New Restrictions on Lobbying, 31 C.F.R. Part 21.
(vii) Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations.
(c) Compliance with Federal Statutes and Regulations Prohibiting Discrimination. FiCentive agrees to comply with statutes and regulations prohibiting discrimination applicable to the CSLFRF program including, without limitation, the following:
(i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury’s implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance. (ii) The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability.
99999.91910\40919720.1

(iii) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance.
(iv) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury’s implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance. (v) Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. (d) False Statements. FiCentive understands that making false statements or claims in connection with the C SLFRF program is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment fr om participating in federal awards or contracts, and/or any other remedy available by law. (e) Ha tch Act . If FiCentive is a public agency, FiCentive agrees to comply, as applicable, with the requirements of the Hatch Act (5 U.S.C. section 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance. (f) P rotections for Whistleblowers.
(i) In accordance with 41 U.S.C. § 4712, FiCentive may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gros s mismanagement of a federal contract or grant, a gross waste of federal funds, an abuse of authority relating to a federal contract or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal contract (including the competition for or negotiation of a contract) or grant. (ii) The list of persons and entities referenced in the paragraph above includes the following:
(1) A member of Congress or a representative of a committee of Congress; (2) An Inspector General;
(3) The Government Accountability Office;
(4) A Treasury employee responsible for contract or grant oversight or management;
(5) An authorized official of the Department of Justice or other law enforcement agency;
(6) A court or grand jury; or
(7) A management official or other employee of FiCentive, or a subcontractor who has the responsibility to investigate, discover, or address misconduct. 99999.91910\40919720.1

(g) Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), FiCe ntive is encouraged to adopt and enforce on-the- job seat belt policies and programs for their employees when operating company- owned, rented or personally owned vehicles, and encourage its subcontractors to do the same
(h) R educing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), FiCentive should encourage its employees and subcontractors to adopt and enforce policies that ban text messaging while driving, and FiCentive should establish workplace safety policies to decrease accidents caused by distracted drivers.
(i) A ssurances of Compliance with Civil Rights Requirements. The Civil Rights Restoration Act of 1987 provides that the provisions of this assurance apply to the Agreement, including, but not limited to, the following:
(i) FiCentive ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal funds, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq. ), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166; directives; circulars; policies; memoranda and/or guidance documents.
(ii) FiCentive acknowledges that Executive Order 13166, “Improving Access to Services for Persons with Limited English Proficiency (LEP),” seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, are limited in their English proficiency. FiCentive understands that the denial of access to persons to its programs, services and activities because of their limited proficiency in English is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964. Accordingly, FiCentive shall initiate reasonable steps, or comply with Treasury’s directives, to ensure meaningful access to its programs, services and activities to LEP persons. FiCentive understands and agrees that meani ngful access may entail providing language assistance services, including oral interpretation and written translation where necessary to ensure effective communication in the Project.
(iii) FiCentive agrees to consider the need for language services for LEP persons during development of applicable budgets and when conducting programs, services and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on LEP, please visit http://www.lep.gov.
(iv) FiCentive acknowledges and agrees that compliance with this assurance constitutes a condition of continued receipt of federal financial assistance and is binding upon FiCentive and FiCentive’s successors, transferees and assignees for the period in which such assistance is provided. (v) FiCentive agrees to incorporate the following language in every contract or agreement subject to Title VI and its regulations between the FiCentive and the FiCentive’s subcontractors, successors, transferees and assignees:

The subcontractor, successor, transferee and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement). 99999.91910\40919720.1

Title VI also extends protection to persons with “Limited English proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by Department of the Treasury Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this contract (or agreement).

(vi) FiCentive understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the FiCentive, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the FiCentive for the period during which it retains ownership or possession of the property.
(vii) FiCentive shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. FiCentive shall comply with information requests, on- site compliance reviews, and reporting requirements.
(viii) FiCentive shall maintain a complaint log and inform the Department of the Treasury of any accusations of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. FiCentive must also inform the Department of the Treasury if FiCentive has received no complaints under Title VI.
(ix) FiCentive must provide documentation of an administrative agency’s or court’s findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the FiCentive and the administrative agency that made the finding.

If the FiCentive settles a case or matter alleging such discrimination, FiCentive must provide documentation of the settlement. If FiCentive has not been the subject of any court or administrative agency finding of discrimination, please so state.
(x) If
FiCentive makes sub-awards to other agencies or other entities, FiCentive is responsible for assuring that sub-recipients also comply with Title VI and all of the applicable authorities covered in this assurance.

3. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S
BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)

(a) FiCentive shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
(b) Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
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(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;
(iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises;
(iv) Establishing delivery schedules, where the requirement permits, whic h encourage participation by small and minority business, and women's business enterprises; and (v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce.

FiCentive shall submit evidence of compliance with the foregoing affirmative steps when requested by the City.