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HomeMy WebLinkAboutAgenda - 09-08-2011 - 5eORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: September 8, 2011 Action Agenda Item No. 5' e SUBJECT• Authorization to Provide Employee Paycards DEPARTMENT: Financial Services PUBLIC HEARING: (YIN) No ATTACHMENT(S): Skyline Paycard Contract INFORMATION CONTACT: Clarence Grier, Financial Services, 245-2153 PURPOSE: To authorize the use of paycards as an additional option of paying employees. BACKGROUND: Orange County uses MUNIS finance and human resource system to process payroll. Orange County currently prints paychecks for approximately 100 employees that either do not have a bank account or chose not to have their funds directly deposited into their account. This process to print paychecks for employees requires the use of check stock, printer cartridges, and employee time. There are many obstacles associated with this process including: • Staff Inefficiencies -Each department sends an employee to Financial Services biweekly to pick up payroll. This creates time away from work and mileage to be reimbursed. Some departments have multiple locations, and an employee has to drive from Hillsborough to Chapel Hill to deliver payroll. In addition, the employees who receive a paycheck have to also leave their work location to go to the bank to cash the paycheck. Employees who cash or manually deposit payroll checks average 8.5 to 24 unproductive work hours per year. Financial Services staff has to print them, separate them by department, and hand them out biweekly (typically 3-4 hours). • Supplies - A special printer cartridge is required to print checks. Check stock must also be purchased, and a unique machine which folds and seals the checks requires an annual maintenance fee, repair cost, and an eventual replacement cost. The average cost to the County per employee per pay date is $2.87. • Staff Resources -Financial Services staff manually prints the paychecks and stubs, separates them by department, and distributes them on payday. • Environmental issues - A paperless system will reduce resources that have a negative impact on the environment. 2 The Skylight Paycard System is used nationally and is compliant with all Paycard industry regulations. The program is administered by SunTrust (the County's current bank). There are over 2.1 million active cardholders, and $9.8 billion of gross debit volume was processed in the last 12 months. The Skylight Paycard system will provide the following advantages: • Reduce overall payroll costs. • Maximize employee time. • Available for immediate use and will increase direct deposit participation. • Moves the County towards a paperless system will promote environmental friendliness. • Cards will be instantly issued and loaded in Financial Services through creation of a file thru Munis that is sent to the bank. Employee benefits include: • Paycards can be used at ATM'S that are free of charge to the employee. • The paycards can be used anywhere Visa debit cards are accepted. • Employees can make Internet purchases and use this account to pay bills over the phone. • Balances can be obtained through phone, Internet, or text message. • Online banking is available for these cards, and transactions are secure by PIN verification along with a signature. • Monthly statements will be mailed directly to the employee's home address. • The paycards come with a 24/7 support line in case the employee has any questions. • Carrying this card is safer than carrying cash. Employees will save time and expense by not having to go to the bank to cash a check. FINANCIAL IMPACT: There is not a financial impact to the County or the employees of the County. RECOMMENDATION(S): The Manager recommends that the Board approve the County participating in the Skylight Paycard Program and authorize the Manager to sign the contract on behalf of the Board. SKYLIGHT SERVICES AGREEMENT This Skylight Services Agreement (this" AgreemenY') is made and entered into as of the date last signed, (the "Effective Date") by and between Skylight Financial, Inc. {"Skylight"), and Orange County, NC ("Client"), each a "Party" and collectively referred to as the "Parties". Now therefore, in consideration of the mutual covenants and agreements provided herein and other good and valuable consideration, the Parties agree as follows: 1. Format of Agreement. In addition to the payroll card program, other payroll related products or services ("Products") may be delivered to Client by Skylight from time to time, and they shall be set forth in a Statement of Work ("SOW") which will be attached hereto as an Exhibit and incorporated herein by this reference. In the event of a conflict of terms between a SOW and this Agreement, the terms of the SOW shall take precedence with respect to the product or services addressed in that SOW. Term and Termination. a. This Agreement will commence on the Effective Date and will continue for a period of three (3) years, unless terminated earlier or suspended according to the provisions of this Agreement. This Agreement will thereafter automatically renew for successive twelve {12) month terms ("Renewal Term"), unless either Party gives the other Party written notice of its intention not to renew this Agreement at least ninety (90) days prior to the end of the then-current term or Renewal Term. b. Either Party may terminate this Agreement upon thirty (30) days written notice to the other in the event the other Party breaches a material term of this Agreement and fails to cure such breach within such thirty (30) day period. In addition, either Party may terminate this Agreement immediately by written notice if the other Party makes an assignment for the benefit of creditors, is subject to a bankruptcy proceeding, is subject to the appointment of a receiver, or is unable to pay its debts as they become due. c. In the event this Skylight Services Agreement is terminated, any SOWS, Exhibits, Addendums, Agreements or other Attachments hereto- shall also be terminated upon the effective date of termination. Program Overview. a. SKylight shall provide Client with a payroll card program (the "Program") for its employees or independent contractors ("Cardholders") which includes; (1) individual FDIC insured payroll card accounts ("Accounts"); (2) personalized or non- personalized debit cards to access those Accounts ("Cards"}; (3) web-based administrative tools for Client to manage the Program; (4) marketing, support, enrollment and employee information materials to facilitate promoting the Program ("Materials"); and (5) live Customer Service for Cardholders which can be accessed using a toll free phone number. b. During the term of this Agreement, Skylight shall be the exclusive provider of the Program, Cards and Accounts, for all employees of Client, its Affiliates. Affiliate means, with respect to a Party, an entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" shat! mean (i) fifty percent (50%) or more ownership or beneficial interest of income and capital of such entity; (ii} ownership of at least fifty percent (50%) of the voting power or voting equity; or (iii} the ability to otherwise direct or share management policies of such entity by contract or otherwise. c. The Program shall be sponsored by a FDIC member Bank who has authorized Skylight to market and service the Accounts. During the term of the Agreement, Skylight may select an alternate Bank for the Program, provided Skylight notifies Client at least thirty (30) days prior to the effective date of the change. a. Program Setup. a. An implementation, training and launch strategy and timeline will be mutually agreed upon by Skylight and Client. b. Skylight shall deliver the Cards to the Client in bulk for distribution to employees. c. For each new Cardholder, Client shall provide the employee's-name, address, and SSN through one of Skylight's approved enrollment methods. It is the responsibility of the Client to ensure that the enrollment information provided to Skylight is correct so all Cards and Materials are distributed to the proper Cardholder. d. The Card and Account can be used only upon acceptance by the employee of the Cardholder Terms and Conditions {"T&C") and usage is subject to the pricing set forth in Exhibit A. Any failure by the Cardholder to comply with the T&C may result in the closing of the Card or Account. Cardholders must pass an OFAC Screening and will also be verified using alternate methods to Insure compliance with the USA Patriot Act. If a Cardholder fails to pass these screenings, their Account will be closed. Cards and Accounts may not be rented, loaned, leased, sold, or otherwise transferred to any third party. e. Skylight will provide Client with Materials to promote the Program and additional, custom or translated Materials are available for an additional charge and will be priced on a job-by-job basis. Client may not change or alter the Materials without the prior written approval of Skylight. f. Skylight will prepare and provide Cardholders periodic statement information regarding the Cardholder's Account in a form that is compliant with the requirements of Regulation E for such statements. g. No interest will be payable on any Cardholder balances. 5. Parties Duties and Obligations. a. Skylight shall be responsible for compliance with all banking, network and association operating guidelines with respect to the delivery and maintenance of the Program for Client. Skylight shall indemnify Client and be responsible for any and all fines, liabilities and assessments imposed as a result of any violations under this section. Services Agreement (Conf+dential) Page I ~ Skylight - PayCard b. Skylight shall be responsible for the escheatment of any funds remaining in any Account. Should an Account be closed for any other reason, any funds in the Account will be distributed to the Cardholder via check. c. Skylight shall protect the privacy of each Cardholder's personal information in accordance with applicable policies set forth by the Bank Partner, the T&C, or the Consumer Privacy Pamphlet. Skylight will not, under any circumstance, be liable for any damages arising from a failure to protect Cardholder personal information provided by Client using an unapproved process. d. Client will be solely responsible for compliance with all federal, state and local laws,. rules and regulations relating to payroll, employee compensation and employment matters fh jurisdictions where Client operates its business including, but not limited to, proper withholding, timely remittance of any and all taxes related thereto, and the timely delivery of payment stubs and similar payroll information to employees. Client shall indemnify Skylight and be responsible for any and all fines, liabilities- and assessments imposed as a result of any violations under this section. e. Client shall 6e responsible for verifying the personal information of all Cardholders and insuring that every Cardholder has authorized the deposit of funds into their Account. Client shall indemnify Skylight for any failure to properly verify the personal information of any Cardholder or obtain their consent for deposit of funds. f. Client agrees to take reasonable precautions to prevent the unauthorized use of the Cards, Accounts or Materials. 4 s. Compensation. Client agrees to compensate Skylight for the Program and Products according to the fees or rates set forth in Exhibit A. Skylight shall provide Client with a statement on a monthly basis which shall include a summary of the accrued fees payable to Skylight by Client for the immediately preceding period, and any aggregate unpaid amounts payable to either Party for previous periods. All payments shall be made within thirty (30) days after receipt or delivery of the statement. z. Due Diligence. Client agrees to cooperate fully and otherwise promptly provide to Skylight or the Bank Partner, as the case may be, any and a!I relevant information with respect to Client, any of Client's Affiliates that use any Product pursuan# to this Agreement, or the Users,_as Skylight or the Bank Partner may deem necessary to comply with Applicable Law, including, without limitation, the information needed to complete that certain Skylight Paycard Client Application for Client and for any- of Client's Affiliates using any Product as of the Effective Date, as such has been provided to Client by Skylight and hereby incorporated into this Agreement by reference . Further, Client agrees to notify Skylight in writing if, any time following the Effective Date, any other of Client's Affiliates desire to use any Product pursuant to this Agreement. Within a reasonable time following the receipt of such notification, Skylight will provide Client's applicable Affiliate with the required Skylight Paycard -Client Application for such Affiliate. Client acknowledges and agrees that Skylight may verify all information provided to Skylight by Client or any of Client's Affiliates, as the case may be, and screen such information against government databases as required by Applicable Law and at such time or times as Skylight determines. Client further acknowledges and agrees that in the event the results of any such verification activity are unsatisfactory to Skylight or the Bank Partner, in each case in its sole discretion, Skylight may immediately terminate this Agreement upon written notice to Client. Additionally, in no event will any of Client's Affiliates be permitted to use the Products pursuant to this Agreement until Skylight has approved such Affiliate and acknowledged the same in writing. Client represents, warrants and covenants that all information it or any of its Affiliates has provided or will provide to Skylight and the Bank Partner, as applicable, which may include, without limitation, information regarding Client, any of its_ Affiliates, any Users or potential Users, is and shall be, as applicable, true, complete and accurate in all respects. s. Ownership. The Parties agree that Client shall not obtain any proprietary interest in the Program, Materials or Products. Skylight hereby grants to Client a limited, nonexclusive and nontransferable, worldwide, royalty-free license to use the Materials and Products and to offer the Program to its employees or independent contractors upon the terms set forth herein. Nothing contained herein shall prevent Skylight from using the Materials or Products to perform similar services or provide the Program on other projects and engagements. 9. WarrantlBS. a. Skylight warrants that the Program will be performed in a diligent and workmanlike manner in accordance with good industry practices, and in the event any Products provided hereunder by Skylight are incorrect, incomplete, defective, in error or otherwise not in conformity with the terms of this Agreement and the applicable SOW, and such defect is attribu#able to Skylight, Skylight will, at its option, correct, complete, repair or re-deliver such Services or Product at no charge to Client. The foregoing warranties shall only apply provided that the Program and Products provided by Skylight have not been modified by Client and the nonconformity was not caused by Client. This shall be Client's sole and exclusive remedy and Skylight's sole liability with regard to any breach of this section. b. THE FOREGOING WARRANTIES ARE SKYLIGHT'S ONLY WARRANTIES CONCERNING THE PROGRAM, ITS CONSTITUENT PARTS, OR ANY PRODUCTS OR SERVICES 0-PEERED HEREUNDER AND ARE MADE FOR THE BENEFIT OF CLIENT ONLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ~ o. Indemnification. Each Party together with their respective directors, officers, employees or agents shall be indemnified (the "Indemnified Party") and held harmless by the other Party (the "Indemnifying Party") against any losses, liabilities, expenses (including attorney's fees and legal expenses related to such defense), fines, penalties, taxes or damages {collectively "Liabilities"), incurred in connection with any third- Services Agreement (Confidential) Page 12 Skylight -Paycard 5 party claims alleging personal injury or property damage, arising out of willful acts or gross negligence of the Indemnifying Party or its employees under this Agreement. The Indemnified Party shall notify the Indemnifying Party promptly in writing of any such claim, and the Indemnifying Party shall have the sole control of the defense and all related settlement negotiations (unless any settlement involves anything other than the payment of money exclusively by the Indemnifying Party). The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, information, and. authority to perform the above. 11. Confidential lnforrnation. Each Party agrees that any information concerning the other's business activities, including but not limited to, products, trade secrets, and technical knowledge disclosed to it (the "Receiving Party") by the other Party (the "Disclosing Party") in the course of fulfilling the terms of this Agreement ("Confidential Information"} shall not, without the Disclosing Party's written authorization, be disclosed to any other party or used by the Receiving Party for its own benefit except as contemplated by this Agreement. The Receiving Party shall protect the confidentiality of the Confidential Information using at least the same- measures it takes to protect its own Confidentiai Information, and the Confidential Information shall be returned upon the Disclosing-Party's request. 1z. Relationship of Parties. Neither Party shali have authority to bind the other except to the extent expressly authorized herein. The Parties shall remain as independent contractors at all times and nothing in this Agreement shall be construed as creating a partnership, joint venture, employer-employee relationship, pooling arrangement, or formal business organization of any kind. This Agreement shall not otherwise limit the rights of either Party to subcontract, market, sell, lease, license, or otherwise conduct its business. 13. PUbIICIty. Neither Party shall reference. that this Agreement has been entered into, tha# there is a business relationship between the Parties, or utilize the name or logo of the other Party or any affiliate thereof in any marketing materials without the other Party's consent. Skylight may identify Client (using Client's name and logo) in a listing or display of SkylPght's client list, and upon written approval of the individual, utilize testimonials given by Client or Client employees. The Parties agree to develop and- release an announcement of this relationship and the services to be provided to Client within six (6) months of the Effective Date of the Agreement. 14. Limitation of Liability. Skylight's liability {whether in contract, tort, negligence, strict liability, by statute, or otherwise) to Client or to any third party concerning performance or non-performance or otherwise related to this Agreement shall in the aggregate be limited to direct and actual damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OR EXPENSES {INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS), EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. 15. MisceNaneous. a. Neither Party may assign or transfer its interest hereunder without the prior written consent of the other Party, except that either Party may, upon thirty (30) days written notice to the other Party (which notice shall include the completed Skylight Paycard Client Application for such assignee, in the case of an assignment by Client), assign this Agreement upon the merger, consolidation, sale or transfer of all or substantially all of that Party's assets; provided that the successor shall agree in writing to be bounds by the terms hereof. b. Skyltght will use reasonable efforts to provide the Program and perform its duties in a prompt fashion, but will not be liable for temporary failure to perform due to acts beyond our control including but not limited to, Acts of God, Government restrictions, wars, insurrections and/or other cause beyond the reasonable control of Skylight, including but not limited to network failures outside the control of Skylight. c. This Agreement shall be governed by and construed in accordance with the federal laws of the United States and the State of Georgia, without regard to the conflict of laws provisions thereof. d. The Parties shall attempt in good faith to resolve any controversy or claim arising between them out of or in connection with the provisions of this Agreement through amicable discussions between appropriate executives of each Party. Each Party's representative(s) shall be granted the authority by their respective organization to resolve the Dispute, and commit and bind their respective organization to any agreement reached at the meeting. During the course of such negotiation, all reasonable requests made by one Party to the other for information will be honored in order that each of the Parties may be fully advised as to the matters under discussion. e. This Agreement contains the entire understanding between Client and Skylight with respect to the subject matter hereof and there is no other oral or written agreements or understandings. This Agreement and any SOW may only be amended or modified by a writing signed by both Client and Skylight. Signatures on following page. Skylight -Paycard Services Agreement (Confidential) Page 13 6 IN WITNESS WHEREOF, the Parties hereto have signed this Agreement, or caused it to be signed by their duly authorized representatives, as of the Effective Date. Skylight Financial, Inc. Orange County, NC By: By: Name: Name: Title: Title: Date: Date: Notice Address: Skylight Financial, inc. 1455 Lincoln Parkway, Suite 600 Atlanta, Georgia 30346 Notice Address: Orange County, NC PO Box 8181 Hillsborough, NC 27278-8181 SM: Annette ICochli RM: Jeff Stoddard TM: Delores Morgan RM: Phone #: Email Address: Program Type: DCA ® Skylight One ^ Program Type: USB ^ SunTrust Skylight - PayCard Services Agreement (Confidential) Page ~ 4 Exhibit A - PayCard Program Pricing Client and Cardholder pricing schedule for the Program. Prices do not include shipping and handling charges. 1. Client Pricing. Fulfiilment Pack: $175.00 Per Pack. Includes fifty (50) card packs and one (1) marketing packet containing, announcement letter, benefits sheet, Skylight Account FAQs, 2 campaign posters, 50 paycheck inserts and 20 Skylight introductory brochures. 2. Cardholder-Pricing. Payment of Fees: The fees set forth below, or stated in the T&C, are payable by a Cardholder to Skylight based on usage and will be automaticaiiy debited- from the Cardholder Account. Skylight reserves the right to modify these fees, subject to the Cardholder Terms, in_its sole and absolute discretion upon thirty (30) days notice to Cardholders and Client. Current Fee Schedule: Monthly Fee -Primary Account Signature Based Visa Purchase Visa Signature Cash Advance Balance Inquiry via IVR Domestic ATM Withdrawal International ATM Withdrawal Domestic POS -PIN Purchase Skylight Check Transaction Inquiries/Denials Monthiy Fee -Sub Account Account to Account Transfers Wire/MoneyGram -Outgoing Standard Card Replacement Optional Balance Protection Program Stop Payment Statement via Web Statement Reprints Account Closing (Check Issuance) Fee Inactivity Fee Live Customer Support $2.95 Monthly fee is reversed i# cardholder completes two (2) signature transactions within the cycle and is suppressed after 30 days of continuous inactivity. No Charge No Charge A Visa Member Bank teller transaction. No Charge $2.00 ATM transactions are surcharge free within Skylight's sponsored networks; other ATM owners may assess a surcharge. $3.00 No Charge No Charge $1,00 $3.00 No Charge $25.00 $7,00 One free per year, delivered regular mail. Some card replacements may require exception handling and additional fees may apply. $25.00 Cardholders must actively opt-in to the Optional Balance Protection Program in order to use this service. For those Cardholders who do opt-in, this charge will be applied for each use of the service. A Cardholder who has actively elected to enroll in the Optional Balance Protection Program may opt out of the Optionai Balance Protection Program at any time, at his or her discretion. $25.00 No Charge $5.00 $10.00 $10,00 Assessed after 30 days of continuous inactivity. No Charge Skylight - PayCard Services Agreement (Confidential) Page ~ 5 8 skylight ~iiancial a NeYSptnd C ~am~a~~.d SKYLIGHT PAYCARD APPLICATION (REFERRED G(ENT) SECTION 1. CLIENT INFORMATION ~. Legal name: Orange County, North Carolina 2. DBA/Assumed Name (if applicable): Orange County, North Carolina 3. State of Incorporation/Organization: NC 4. Principal Place of Business: Address: PO BoX 8181 state: N C ZIP Code: 27278 city: Hillsborough 919 245-2456 Phone: ( ) Fax: ( ) Shipping address if different from principal place of business: Address: State: ZIP Code: City: Phone: ( ) Fax: ( ) If principal place of business has changed within the last three (3) years, please provide the previous address: Address: City: State: ZIP Code: Phone: ( ) Fax: ( ) 5. Year in which Client was incorporated/organized: Attach a photocopy of Client's organizational documents (e.g., the Articles of Incorporation or Organization; Business License, etc., as applicable) 56-6000327 6. Federal Tax Identification Number: 7. Website address(es): www'orangeCOUnty.Org 9 SECTION 2. REFERRAL INFORMATION 8. Please indicate who Client was referred by: SunTrUS~ Bank sales officer: Delores Morgan Ph: 919.381...3297 Email address: delores.morgan@suntrust.com SECTION 3.OWNER AND/OR OFFICER INFORMATION 9. Please provide the full legal name and title of each 10% owner and officer of Client. For purposes of this Application, an 'officer" of Client means is president any vice president of a principal business unit division or function (such as sales, administration or finance) of Client or any other employee who performs a policy making function. Name: Name: Name: Name:. Name: Name: Name: Title: Title: Title: Title: Title: Title: Title: Add an additional page to this Application as necessary. Note that the addition of any officer or 1Q% owner will require Applicant to update the information provided above. SECTION 4. EMPLOYEE IDENTIFICATION AND PAYROLL PROCESS 10. Attach an organizational chart or list showing all subsidiaries and affiliates of your company at which NetSpend Paycards will be made available to employees. The chart should include the location and legal ©2010 NetSpend Corporation CONFIDENTIAL 10 name of each subsidiary and affiliate, and if a list, must contain a detailed description of how each subsidiary and affiliate is related to the Client. 11. Tell us how many individuals are employed by Client as-of the date of this Appli-cation: 12. Provide confirmation that Client uses the Federal I-9 process, or an equivalent process to verify employee identification. Please indicate-below whether and which authenticated documents are viewed and/or copied for-your records. It is not necessary to provide copies of the documents to NetSpend unless requested by NetSpend for compliance/regulatory purposes. ^ Client uses Federal I-9 process for employee identification ^ If other method(s), please explain: The following documents are ^ viewed and/or ^ copied by Client in the regular tours-e of business to verify employee identification: ^ Driver's License with photo ^ Birth Certificate ^ Passport ^ Social Security Card ^ State Identification Card with photo ^ Other Photo ID, please explain: ^ Document printed with employee's name and address (e. g., lease agreement, phone bill, etc.) Client Pay Cycle(s) (check all that are applicable): ^~ Weekly ^ Monthly ^ Bi-Monthly ^ Bi-Weekly ^ Other: ^ Average Pay Amount $ ©2070 NetSpend Corporation CONFIDENTIAL 11 SECTION 5. CLIENT CONTACT INFORMATION 13. Please providE Client contact information: Is the individual listed. below as the "Primary Contact" also the "Secondary Contact," "Compliance Contact," and "Accounting Contact"? ^ Yes ^ No If "Yes," the information provided below for the "Primary Contact" will serve as the contact information for each. Primary Contact: Secondarytontact: Sharl RaSb2rry Name: Name: Title: Title: 919-245-2456 Phone: Phone: Fax: fax: sraSberry@CO.Orang@.nC.US E-Mail: E-Mail: Compliance Contact: Accounting Contact: Name: Name: Title: Title: Phone: Phone: Fax: Fax: E-Mail: E-Mail: CONFIDENTIAL ©2070 NetSpend Corporation 1.2 OFFICER'S CERTIFICATE By signing this Application, I certify I am duly authorized to complete this Application on behalf of the aforementioned Client and that the information contained herein is accurate and complete to the-best of my knowledge as of the date. hereof. Client agrees to update this Application, including the documents and information provided in connection herewith, from time to .time as necessary to cause this Application to remain accurate and complete. Client understands and acknowledges that NetSpend may conduct annual or more frequent reviews of Client for the purpose of updating this Application, which may include, at NetSpend's sole discretion, verification of the identities of Principals and validation of the Client's employee identification process and that Client agrees to cooperate with NetSpend's efforts with respect thereto. (Client) (Signature) (Print Name) (Title) (Date) CONFIDENTIAL ©2010 NetSpend Corpotadon