HomeMy WebLinkAboutResolution #5541 - Gateway Master Services Agreement with XPRESS Bill Pay RESOLUTION NO. 5541
A RESOLUTION APPROVING GATEWAY MASTER SERVICES AGREEMENT, AND
ANY AMENDMENT(S) THERETO, WITH XPRESS BILL PAY
WHEREAS, the corporate authorities of the City of Canton, Illinois (the "City") have
determined that it is necessary and in the best interests of the City to obtain a new online payment
platform for purposes of making payments to the City.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CANTON, ILLINOIS, AS FOLLOWS:
1. The City of Canton hereby finds as fact the recitals set forth above and are incorporated
herein as though fully set forth.
2. The Gateway Services Master Agreement and Amendment to Gateway Services Master
i Agreement (collectively, the "Agreement") with Xpress Solutions, Inc. DBA Xpress
/ Bill Pay, substantially as attached hereto as "Exhibit A," are hereby APPROVED;
3. That the Mayor and/or the City Treasurer are hereby authorized: to execute the
Agreement;to negotiate the terms and conditions of the Agreement,provided the Fees
(as defined therein) are not substantially altered nor is the Initial Term more than one
f (1) year (as amended); and to enter into any and all agreements and execute any other
documentation necessary to obtain the services and programs set forth in the
Agreement
5. That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 3rd
day of March, 2025, upon a roll call vote as follows:
AYES: Alderpersons Chamberlin Grimm Nelson Lovell Hale Pickel Ketcham Gossett
NAYS: None
ABSENT: None
APPROVED:
4tlt--�e� AA�Ju
K nt McDowell, ay r
A ST:
/ --
drea J. Smith-Walters, City Clerk
EXHIBIT A
xpress B I L L PAY
Amendment to Gateway Services Master Agreement
This Amendment ("Amendment") is entered into by and between Xpress Solutions, Inc. d/b/a
Xpress Bill Pay("Xpress"),and City of Canton,IL("Customer"or"City").Xpress and Customer
are referred to collectively as the"Parties",and shall be effective as of the date of the last signature
below.
RECITALS
WHEREAS, the Parties entered into that certain Gateway Services Master Agreement (the
"Agreement");the effective date of which shall be the date of the last signature below;
WHEREAS,Customer has proposed certain revisions to the Agreement;
WHEREAS, Xpress has agreed to incorporate certain of such proposed revisions, subject to the
terms of this Amendment,without altering the remainder of the Agreement;
NOW,THEREFORE,in consideration of the mutual covenants contained herein,the Parties agree
as follows:
1.Amendments to the Agreement
The following provisions are hereby incorporated into the Agreement and shall either modify,
supplement or amend the Agreement,as expressly stated in each instance below:
1.1 Term and Renewal
Section 1.0 of the Agreement is replaced in its entirety to read as follows:
"The Initial Term(the"Initial Term")of this Agreement shall be twelve(12)months from the date
on which this Agreement is executed by the Parties.This Agreement shall automatically renew for
an additional twelve(12)months at the end of the Initial Term or any subsequent renewal term by
the Customer upon the receipt by Xpress of the applicable Fees(defined below)and under the same
terms and conditions set forth herein,so long as the Customer is not and has not been in default in
any term or condition of this Agreement. I€Customer is a political subdivision, the Parries agree
that an automatic renewal cannot occur if Customer's governing board does not budget for payment
of the Fees set forth in Section 2.0 in any given fiscal year of Customer."
1.2 Compliance
Section 14.0 of the Agreement is replaced in its entirety to read as follows:
"Customer represents and warrants that all products and services offered, sold, or provided by
Customer are offered, sold, or provided in compliance with all applicable laws and regulations.
Customer will not use the Xpress Services or the Check Services, nor knowingly permit such
services to be used by Payors(i)to facilitate ACH or check Transactions that are inconsistent with
the limitations on the amount, velocity, or other limitations as may be established by Xpress or
ODFI from time to time; (ii) to facilitate ACH or check Transactions that are inconsistent with
Xpress'Acceptable Use Policy as required by the Payment Card Industry Data Security Standard
(PCI DSS)as provided
11Page
xpress B I L L PAY
in Exhibit C; or(iii) in any manner that gives rise to fraud or violates,or that causes Xpress or
ODFI to violate,the Rules and Regulations. Xpress will comply with all applicable compliance
requirements as required by current and future Payment Card Industry(PCI)rules of operation as
well as the Rules and Regulations. For avoidance of doubt,all Banking Services, including the
holding and transfer of funds in connection with the Program, are performed solely by ODFI;the
functions performed by Xpress in support of the Program are limited to providing technology and
related to enable Customer to access the Program, including the Banking Services."
1.3 Termination
Section 15.0 of the Agreement is replaced in its entirety to read as follows:
"This Agreement may be terminated by either party upon not less than 30 days'written
notice to the other party specifying the effective date thereof. In the event this Agreement is
terminated by Customer through no fault of Xpress,Xpress shall be paid for all services
performed up to the date of termination."
1.4 Termination
Section 16.0 of the Agreement is replaced in its entirety to read as follows:
"This Agreement shall be governed by and construed under the laws of the State of Illinois.
In the event suit or action is instituted to interpret or enforce the terms of this Agreement,
the prevailing party shall be entitled to recover from the other party such sum as a court
may adjudge reasonable as Attorneys'fees at trial,on any appeal,and on any petition for
review,in addition to other sums provided by law."
1.5 Warranties and Disclaimers
Section 18.0 of the Agreement is replaced in its entirety to read as follows:
"Warranties and Disclaimers:Xpress represents and warrants that it is duly organized,
validly existing,and in good standing under the laws of the state of its incorporation and has
full power and authority to enter into and perform its obligations under this Agreement.
Except as expressly set forth herein,Xpress makes no other warranty,expressed or implied,
including warranties of merchantability and fitness for a particular purpose. Xpress shall
have no liability with respect to its obligations under this Agreement for consequential,
special,direct,exemplary,punitive,or incidental damages to Customer or to third parties
dealing with Customer even if Xpress has been advised of the possibility of such damages."
2 1 P a g e
xpress B I L L PAY
2.Agreement Otherwise Unchanged
Except as expressly amended by this Amendment,all other terms,conditions,and provisions of the
Agreement remain unchanged and in full force and effect.
3. Counterparts
This Amendment may be executed in counterparts,each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
All other provisions of the Agreement not expressly amended herein shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF,the parties have executed this Amendment as of the date(s) set
forth below.
Customer: Company:
City of nton, a4U
ILW Xpress Solutions,Inc.
By: By:
Name: 1 1 Name:
Title: YO Title:
Date: Date:
3 Page
Order Form: 6 xpress
Date: 11/6/202525, 3:3 3:37 P PM
Expires On: 1/28/2026 BILL PAY
Phone: (800)768-7295
Email:info@xpressbillpay.com
Ship To: Bill To:
Beka Shultz Paula Grigsby
City of Canton, IL City of Canton, IL
2 N. Main Street 2 N. Main Street
Canton, Illinois 61520 Canton, Illinois 61520
finance@cantoncityhall.org pgrigsby@cantoncityhall.org
Gateway Services Master Agreement
This Gateway Services Master Agreement(this"Agreement")is entered into by and between Xpress Solutions, Inc. DBA Xpress Bill Pay("Xpress")
and Customer identified on the Order Form("Customer"),together referred to as the"Parties"and each individually as a"Party."
WHEREAS,Xpress offers a program that enables its customers,including Customer,to use the proprietary technology offered by Xpress(the"Xpress
Services"),along with the banking and payments services of its financial institution partner,Zions Bancorporation,National Association or such other
financial institution partner identified by Xpress from time-to-time("ODFI")(the"Banking Services"),to accept Automated Clearing House("ACH")
payments from Customer's clients(each,a"Payor")for goods and services provided by Customer,as well as certain Additional Services(defined
below)in connection with the same(the"Xpress Program");and
WHEREAS,Customer desires to,and Xpress agrees to permit,Customer to participate in the Xpress Program subject to the terms and conditions of,
this Agreement.
NOW THEREFORE,in consideration of the mutual covenants contained herein,and the receipt of consideration,the sufficiency of which is hereby
acknowledged,the Parties hereto agree as follows:
1.0 Term and Renewal:The Initial Term(the"Initial Term")of this Agreement shall be thirty-six(36)months from the date on which this
Agreement is executed by the Parties.This Agreement shall automatically renew for an additional thirty-six(36)months at the end of the
Initial Term or any subsequent renewal term by the Customer upon the receipt by Xpress of the applicable Fees(defined below)and under
the same terms and conditions set forth herein,so long as the Customer is not and has not been in default in any term or condition of this
Agreement. If Customer is a political subdivision,the Parties agree that an automatic renewal cannot occur if Customer's governing board
does not budget for payment of the Fees set forth in Section 2.0 in any given fiscal year of Customer.
2.0 Fees and Payments: Customer shall pay to Xpress a one-time set-up Fee,monthly maintenance,support,transaction and hosting Fees,
and various additional Fees as set forth in the Order Form and Exhibit A(collectively the"Fees"). Xpress reserves the right to change the
Fees at any time so long as Customer is provided no less than thirty(30)days advance notice of a change.Customer authorizes Xpress to
initiate an electronic ACH Debit Entry from Customer's bank account provided in Exhibit B(the"Customer Account")on or about the 5th day
of each month for the amount of all Fees that accrued during the prior month for any Fee that is due as described in Exhibit A. If there are
insufficient funds in Customer Account to cover the Fees,Xpress will contact Customer for resolution which will include resubmission up to
three(3)times,subject to the Rules and Regulations(defined below). Any outstanding Fees that are not paid when due shall bear interest at
the rate of 18%per annum until the outstanding balance and all accrued interest are paid in full.
3.0 Services Provided:Obligations of Customer:
A.Customer shall be subject to"know your customer"and related due diligence requirements established by Xpress and ODFI(the
"Onboarding Requirements").Customer must satisfy the Onboarding Requirements at all times during the Term in order to be eligible
to use the Xpress Services or the Additional Services and shall provide to Xpress all information requested by Xpress or ODFI for such
purpose.Customer represents and warrants that any information that Customer provides to Xpress or that Xpress otherwise obtains pursuant
to this Agreement for purposes of complying with the Onboarding Requirements is accurate and complete,and Customer will notify Xpress in
connection with any changes to this information.
B. In addition to the Xpress Services,Xpress will provide Customer with the additional services described below(together,the"Additional
Services"):
1.Xpress has developed a web-based payment gateway interface that can be used by Customer for accepting payments from
Customer's clients via ACH,electronic funds transfer("EFT"),or credit cards(the"Gateway Services"). If desired by Customer,
Xpress will,through an affiliate and pursuant to separate terms,facilitate the acquisition of the necessary processing services for
the acceptance of credit cards.
CONFIDENTIAL
Page 1 of 11
2.Xpress has engaged Zions Bank to provide electronic funds transfers(EFT), Bank Bill Pay(BBP),and Lockbox services using
its established banking relationships(the"Check Services").Customer hereby authorizes Xpress to endorse checks and other
payment items on behalf of Customer into the Program Account(defined below)and deposit funds as necessary for the clearing
of payments received for Customer.Customer acknowledges that in order to use the services described in this section,it must
maintain a bank account and third-party processing relationships approved by Xpress.
C.To initiate an ACH transaction through the Xpress Services(a"Transaction"),Customer will submit Transaction instructions to Xpress
containing all information required by the payment platform provided by Xpress.Transactions are placed through Xpress as a third-party
sender of ACH transactions with Customer as the"originator"of those Transactions under the Rules and Regulations.Xpress will send all
transactions through ODFI all in accordance with the terms of this Agreement,the Operating Rules and Guidelines of the National Automated
Clearing House Association(NACHA)and the applicable federal statutes and regulations governing ACH transactions(collectively the
"Rules and Regulations").As between the Parties,Customer is solely responsible for ensuring Transactions are consistent with the
instructions of the Payor and shall bear all liability associated with any errors,including incorrect account information,included in the
Transaction instructions.
D.ODFI will remit ACH and check Transaction funds to an ODFI-owned account established by ODFI and Xpress for the benefit of all
Program customers(the"Program Account").Customer acknowledges as a part of the Program Account,Xpress and ODFI participate in
a sweep program(the"Sweep Program")through which ODFI acts as Customer's agent to automatically deposit or"sweep"all Customer
funds from the Program Account into sweep program bank partners,up to applicable Sweep Program limits. Funds held in such Sweep
Program may generate fees or interest.Customer assigns any of its right,title or interest in such fees or interest to Xpress as consideration
for the provision of the Xpress Services pursuant to this Agreement,in addition to the Fees as described herein. Upon Customer's withdrawal
request,ODFI will effect withdrawal of the relevant Transaction funds from the Program Account to the Customer Account. For avoidance
of doubt,Customer hereby designates ODFI as its agent for purposes of sweeping Customer funds from the Program Account to the Sweep
Program,and otherwise participating in the Sweep Program as set forth herein.
4.0 Support Services and Service Levels:Errors:
A.Xpress will provide technical support services,including telephone,email(seven days a week),or other technology support implemented
by Xpress,from 7:00 am to 6:00 pm(MST or MDT)for Customer and Payors within the United States.The maximum response time for
service shall not exceed 5:00 pm(Customer local time)of the next business day following the request for service by Customer.This support
will be limited to the actual use of the Xpress internet payment system.
B.Customer must contact Xpress immediately at 1-800-768-7295 if Customer believes that:(i)a Transaction has been initiated without
Customer or Payor's authorization;(ii)a Transaction has occurred that neither Customer nor Payor authorized;(iii)a Transaction has been
processed incorrectly to or from the Program Account;or(iv)a Payor informs Customer that its transaction history contains an error,or
Customer finds that the Program Account history contains an error(each,an"Error"). For clarity, if Customer gave a third party access to
the relevant Program Account,and that person conducts transactions that neither Customer nor the Payor anticipated,these transactions
do not constitute Errors. Customer must notify Xpress within the period required by the Rules and Regulations after any such Error first
appeared in Customer or a Payor's transaction history,with such notification including all information as requested by Xpress,in order
for Customer to be eligible for a remedy.Xpress will determine whether an Error has occurred as soon as reasonably practicable after
Customer notifies Xpress. Xpress will inform Customer of the results of its investigation as soon as reasonably practicable after completing
its investigation.Liability for Errors shall be as set forth in Section 10.
5.0 Software or Hardware:Customer will not receive any hardware or software from Xpress under this Agreement except as specified in
Exhibit A.Customer will use its own computers and agrees to have internet services through an internet service provider.Customer agrees
that the computers it uses will have sufficient memory and capacity to run at least Google Chrome,Microsoft Edge,or Mozilla Firefox,
6.0 Customer Account Authorization:Customer hereby authorizes Xpress,or its designees,to initiate Debit and/or Credit Entries to
the Customer Account in accordance with this Agreement.Xpress'authority will remain in full force and effect until either(a)90 days after
Xpress has received written notification from Customer of the termination of this Agreement to provide Xpress reasonable opportunity to act
upon any outstanding liabilities;or(b)all obligations of the Customer to Xpress that have arisen from this Agreement have been paid in full,
including,but not limited to,those obligations described in this Agreement.
7.0 Accepting Transactions:Xpress will accept all completed batches from the Customer.Xpress is responsible for accepting and
processing only those Transactions that have been received in a proper format and on a timely basis.Any Transaction returned to Xpress will
be represented in accordance with the Rules and Regulations.
8.0 Returned Entries:Xpress will apply returned Transactions to the Program Account when they are received.All returns will be processed
and available through Xpress software,or by other means,as agreed to by Xpress and the Customer.With respect to each Notification of
Change("NOC")Entry or Corrected Notification of Change("Corrected NOC")Entry transmitted by Xpress,the parties shall ensure that
changes requested by the NOC or Corrected NOC are made by,or on behalf of,the Customer within six(6)banking days of Xpress receipt
of the NOC information from the ODFI or prior to initiating another Transaction to the Receiver's account,whichever is later.
9.0 Reports:Xpress will provide a detailed report of all funds transfers collected for the Customer's account.All reporting will be via the
Internet.
CONFIDENTIAL
Page 2 of 11
10.0 Limits of Xpress Liability:Xpress will be responsible for Xpress'performance of the Xpress Services and the Additional Services in
accordance with the terms of this Agreement,and applicable Rules and Regulations.Xpress does not accept responsibility for Errors,acts
or the failure of others to act,including,and among other entities,banks,communications carriers or clearing houses through which ACH or
check Transactions may be originated or Xpress receives or transmits information in connection with the Xpress Services or the Additional
Services.Xpress shall not be responsible nor bear any loss,liability or delay caused by fires,earthquakes,wars,civil disturbances,power
surges or failures,acts of government or God,labor disputes,failures in communication networks,legal constraints or other events beyond
Xpress'control.
11.0 Representations and Warranties Regarding Payors:Customer warrants that it will provide Xpress with relevant billing information for
Payors.Customer agrees to indemnify and hold Xpress harmless from any claim or liability relating to any inaccuracy in billing information
provided to Xpress.Customer further represents and warrants with respect to all ACH and check Transactions processed for Customer by
Xpress that:(a)each Payor has authorized the debiting and/or crediting of his,her,or its account, (b)each ACH and check Transaction is
for an amount agreed to by the Payor,(c)each ACH and check Transaction is in accordance with the Rules and Regulations and properly
authorized in all other respects,(d)Payors are U.S. persons and are not the target of economic or financial sanctions imposed by any
government authority.Customer agrees to comply with Xpress'requests for record retention and signature authorization.Customer hereby
grants to Xpress or its designee the right to audit these authorizations and Customer's record retention compliance,at no expense to Xpress.
Customer agrees to defend,indemnify,and hold Xpress and all its agents harmless for any losses,liabilities,legal action costs or expenses
incurred by Xpress as a result of any breach of these representations and warranties either intentionally or unintentionally by Customer.
Customer shall cease initiating ACH and check Transactions immediately upon receiving actual or constructive notice of the termination
or revocation by the Payor of authority. Customer must provide Xpress immediate notice if Client detects illegal,fraudulent,deceptive or
suspicious activity associated with a Payor.
12.0 Regulatory Compliance:
A.Customer will use its best efforts,and bears the final responsibility to ensure that Customer's policies and procedures meet the
requirements of all applicable Rules and Regulations pertaining to ACH and check transactions of any kind.Customer hereby agrees to,and
otherwise assumes,all obligations under the Rules and Regulations as an originator to the ODFI with respect to all ACH Transactions,which
includes without limitation the unconditional obligation of Customer to pay and indemnify the ODFI for all ACH Transactions that are returned
by any Receiving Depository Financial Institution(RDFI)for whatever reason. Without limiting the obligations of Customer to the ODFI under
this Agreement and the Rules and Regulations for the payment of all returned ACH Transactions,Customer agrees to execute an origination
agreement with the ODFI if required by the Rules and Regulations.
B.Customer acknowledges that XBP is a technology provider and not a bank or financial institution,and—as such—the holding and
movement of Customer funds as necessary for the Xpress Services or Additional Services are undertaken solely by Zions Bank. XBP is not
an FDIC-insured institution. FDIC insurance protects only against the failure of insured depository institutions and not the failure of nonbanks
like XBP and its affiliates.
13.0 Record Keeping:Customer agrees to keep full and accurate data and records of its utilization of Xpress Services,the Check Services,
and of ACH and check Transactions for at least two(2)years after the date of the relevant Transaction,or such longer period as required
by the Rules and Regulations.Customer understands that Xpress and the ODFI will be required to participate in certain audits of Customer
in connection with the Xpress Services.Customer agrees to cooperate with Xpress and ODFI in the performance of such audits, including
providing information reasonably required in the course of such audits.
14.0 Compliance:Customer represents and warrants that all products and services offered,sold,or provided by Customer are offered,sold,
or provided in compliance with all applicable laws and regulations.Customer will not use the Xpress Services or the Check Services,nor
permit such services to be used by Payors(i)to facilitate ACH or check Transactions that are inconsistent with the limitations on the amount,
velocity,or other limitations as may be established by Xpress or ODFI from time to time; (ii)to facilitate ACH or check Transactions that are
inconsistent with Xpress'Acceptable Use Policy as required by the Payment Card Industry Data Security Standard(PCI DSS)as provided
in Exhibit C;or(iii)in any manner that gives rise to fraud or violates,or that causes Xpress or ODFI to violate,the Rules and Regulations.
Xpress will comply with all applicable compliance requirements as required by current and future Payment Card Industry(PCI)rules of
operation as well as the Rules and Regulations. For avoidance of doubt,all Banking Services,including the holding and transfer of funds
in connection with the Program,are performed solely by ODFI;the functions performed by Xpress in support of the Program are limited to
providing technology and related to enable Customer to access the Program,including the Banking Services.
15.0 Termination:This Agreement may be terminated by either party with at least sixty(60)days'written notice prior to the end of the
initial three(3)year term or any renewal term. In the event this Agreement is terminated by Customer through no fault of the Company,the
Company shall be entitled to payment for all services performed through the end of the applicable term.
16.0 Governing Law:Attorneys'Fees:This Agreement shall be governed by and construed under the laws of the State of Utah. In the
event suit or action is instituted to interpret or enforce the terms of this Agreement,the prevailing party shall be entitled to recover from the
other party such sum as a court may adjudge reasonable as Attorneys'fees at trial,on any appeal,and on any petition for review,in addition
to other sums provided by law.
17.0 Independent Contractors: Both Customer and Xpress are acting hereunder as independent contractors and under no circumstances
shall any of the employees of one party be deemed the employees of the other for any purpose.This Agreement shall not be construed as
authority for either party to act for the other party in any agency or other capacity,or to make commitments of any kind for the account of or
on behalf of the other,except to the extent and for the purposes provided for herein.
18.0 No Warranty:Xpress makes no warranty,expressed or implied,including warranties of merchant ability and fitness for a particular
purpose.Xpress shall have no liability with respect to its obligations under this agreement for consequential,special,direct,exemplary,
CONFIDENTIAL
Page 3 of 11
punitive,or incidental damages to Customer or to third parties dealing with Customer even if Xpress has been advised of the possibility of
such damages.
19.0 Entire Agreement:This Agreement and the exhibits hereto constitute the entire understanding and agreement among the parties with
respect to the subject matter hereof,and there are no other agreements or understandings among the parties other than those contained
herein. In the event any provision of this Agreement shall be held to be invalid,the same shall not affect in any respect the validity of the
remainder of this Agreement.
20.0 Successors and Assigns:Third Party Beneficiary:This Agreement shall be binding upon and inure to the benefit of the parties,
and their respective heirs,successors and assigns.Neither party may assign its interest under this Agreement without the prior written
consent of the other;provided,that no such consent shall be required in connection with an assignment by Xpress to an affiliate.The
parties hereby agree that the ODFI is a third-party beneficiary of this Agreement,and shall have the right to enforce this Agreement directly
and independently against Customer including the enforcement of Customer's liability to the ODFI as an originator under the Rules and
Regulations.
21.0 Waiver:Failure of either party at any time to require performance of any provision of this Agreement shall not limit the parties'right to
enforce the provision.Waiver of any breach of any provision shall not be waiver of any succeeding breach of the provision or a waiver of the
provision itself or any other provision.
CONFIDENTIAL
Page 4 of 11
By signing below, Customer and Xpress shall be legally bound and agree to the terms of this Agreement and all of
its Attachments.
Accepted by: Accepted by:
Xpress Solutions, Inc. City of Canton, IL
Signature: Signature:
Name (Print): Name (Print): N( j4
Title: Title: RA
Date: Date:
Approved as to form:
CONFIDENTIAL
Page 5 of 11
EXHIBIT A
Fees
Initial Configuration Fees
PRODUCT DESCRIPTION RATE
Payment System-Setup&Configuration Payment System-Setup& Configuration-Online USD 2,200.00
Payment Module,Auto Pay Module, Card Swipe Module
Training-Onsite Per Day Training-Onsite Per Day- Does not include travel.You USD 550.00
shall reimburse roundtrip airfare and hotel stay.
Transaction Fees
PRODUCT RATE PER TRANSACTION
*Credit/Debit Card Transactions USD 1.15
EFT Transactions USD 2.00
EFT Returned Item Basic- Invalid account number or unable to locate account USD 7.00
EFT Return NSF or Account Closed USD 14.00
EFT Return Stop Payment or Charge Back USD 30.00
XBP Deposit Account Withdrawals(6 Free Per Month then$6.25) USD 6.25
Bank Bill Pay Transactions USD 0.59
Toll Free IVR Surcharge USD 1.25
Toll Free Operator Assisted Surcharge USD 2.00
Pay by Text Surcharge USD 0.25
SupportMaintenance&
PRODUCT
Monthly Support& Hosting Subscription-$0.055 per customer bill. Minimum$100.
Monthly Account Subscription Fee-$29-Waived if you keep a$25,000.00 minimum balance in your Xpress Deposit Account
Forms Builder
PRODUCT DESCRIPTION RATE
Annual Forms Builder Fee Annual Forms Builder Fee USD 2,750.00
Xpress Forms Builder-Setup& Xpress Forms Builder-Setup&Configuration USD 550.00
Configuration
CONFIDENTIAL
Page 6 of 11
Hardware
PRODUCT DESCRIPTION RATE QTY I NET PRICE
USB Card Reader USB Card Reader USD 85.00 1 1 1 USD 85.00
"Additionally, merchant services will be needed for card processing. Merchant service fees will be billed directly from the
merchant service provider.
Special Order/Invoicing Terms (if any):
This contract will replace and supersede CivicPay Online Subscription. Upon Xpress
Bill Pay go live, customers will receive a prorated credit for any prepaid, unused
maintenance fees that will be applied to the customer's first invoice.
CONFIDENTIAL
Page 7 of 11
EXHIBIT B
Customer Account Information
Please provide the following information regarding Customer's bank account to which the debit entries will
be directed for the payment of the Fees:
Name on Account:
Account Type:
Routing Number:
Account Number:
Bank Name:
Federal ID#:
Confidential. Protected under trade secret.
CONFIDENTIAL
Page 8 of 11
EXHIBIT C
ACCEPTABLE USE POLICY
Introduction
Xpress Bill Pay is committed to providing high-quality payment services for its customers.This Acceptable Use Policy(the"Policy")is designed to assist
in protecting the Service,our Users,and the Internet community as a whole from improper and/or illegal activity over the Internet. By using the Service,
you acknowledge that you and your Users are responsible for compliance with the Policy.You are responsible for violations of this Policy by any User
that accesses the Services through your account.The Policy will be updated and revised occasionally and posted to the Xpress Bill Pay website.The
Company reserves the right to modify this Policy at any time,effective upon posting at https://secure.xpressbillpay.com/mktg/AcceptableUsePolicy.pdf.
Purpose/Scope
The purpose of this Policy is to help protect the Company's network,each of the Company's clients and third-party users of the Internet,generally from
harassing,deceptive,irresponsible and/or illegal activities.
The scope of this policy is all the Company's clients.
Policy
This Policy governs the usage of the Company's network by any person(regardless of whether that person is a Customer).Each person utilizing
the Company network in any manner is responsible for complying with this Policy,and for providing assistance to the Company in furtherance of the
objectives hereof,as the Company may request from time to time.The Company's Clients will be held solely responsible for the actions(or inactions)of
any of their customers,downstream users,or third-party agents that use the Company's Network,
1.1 Prohibited Actions
It shall be prohibited by this Policy to utilize the Company network in any manner which,in the sole discretion of the Company,is(A)illegal,disruptive,
harassing or deceptive,or(B)a risk to the Company's network,its stability or security,or(C)inconsistent with this Policy and/or the Company's Rules
and Regulations and/or any rules or policies of upstream Company network service providers. Set forth below,is a non-exclusive list of certain actions,
omissions,etc.,which are expressly prohibited under this Policy:
Transmitting,distributing or storing any material in violation of applicable law,code or regulation is prohibited.This includes,without
limitation,material protected by copyright,trademark,trade secret,protective order,contract,or other intellectual property right used
without proper authorization.Also prohibited is material that is obscene,libelous,defamatory,constitutes an illegal threat,and/or violates
export control laws.
• Sending unsolicited bulk email messages and/or other advertising material to individuals who did not specifically request such material.
This includes,but is not limited to,messages sent as email,"Spam,"ICQ traffic,instant message traffic,GSM/GPRS data,or posting
the same or similar message to one or more news groups(excessive cross-posting or multiple-posting).The Company's accounts or
services may not be used to solicit customers from,or collect replies to,messages sent from another Internet Service Provider where
those messages violate this Policy or the policy of the other provider.The Company reserves the right,in its sole discretion,to determine
whether commercial email on the Company's Network complies with this Policy.
• Utilizing the Company's network(or any relay,proxy or other network element in conjunction with the Company network)to(A)forge the
signature, IP address or other identifying mark or code of any other person, (B)impersonate or assume the identity or any other person,
or(C)engage in any other activity(including"spoofing")to attempt to deceive or mislead other persons regarding the true identity of the
user,including system identification information.
• Unauthorized attempts by a user to gain access to any account or computer resource not belonging to that user(e.g.,"hacking"or
"cracking").This includes providing,or assisting in the provision of names,passwords or access codes to persons not authorized to
receive such materials by the operator of the system requiring the password or access code.
• Obtaining or attempting to obtain service by any means or device with intent to avoid payment,violate policies or violate law. If a user is
restricted or terminated from the Company's network,it is prohibited for a customer to make such services available to such user in an
indirect manner.
• Unauthorized access,alteration,destruction,or any attempt thereof,of any information of the Company or any of the Company's clients
or end-users by any means or device.This includes any deliberate or other attempt or activity to distribute or post any virus,worm,
Trojan Horse,or computer code intended to disrupt services,destroy data,destroy or damage equipment,or disrupt the operation of the
Company's network or the network of a third-party;
CONFIDENTIAL
Page 9 of 11
• Knowingly engaging in any activities that will cause a denial-of-service(e.g., synchronized number sequence attacks)to users whether
on the Company's network or on another provider's network.
• Advertising,transmitting,or otherwise making available any software,program,product,or service that is designed to violate this Policy
or the Policy of any other Internet Service Provider,which includes,but is not limited to,the facilitation of the means to send e-mail
Spam,initiation of pinging,flooding,mail-bombing,denial of service attacks,and piracy of software.
Using the Company's network in any manner which interferes with the use of the Company's network by other customers or authorized
users.
Utilize the Company's network in any manner that might subject the Company to unfavorable regulatory action,subject the Company to
any liability for any reason,or adversely affect the Company's public image,reputation or goodwill,including,without limitation,sending
or distributing obscene,hateful,vulgar,racially,ethnically or otherwise objectionable materials as determined by the Company in its sole
discretion.
Using the Company's network to host,access,promote or otherwise distribute any child pornography or obscenity.
Causing or allowing the Company's network and/or the customer,its IP space or other elements of identification to be placed on so-
called"SPAM Block Lists,""Spam Early Warning Systems,"or other directories of spam or unsolicited bulk email originators and/or
network abusers. It shall be incumbent upon each of the Company's Clients to monitor and modify their usage,and that of their users
and customers,to ensure compliance with this Policy generally,and also of this provision specifically.
1.2 Enforcement
The Company reserves the right,with or without notice,to restrict,block,modify or terminate services to any Client or user upon the threat or occurrence
of a violation to the Policy.The Company reserves the right to cooperate with any court,law enforcement agency,investigator or network service
provider in the investigation of threats to the integrity,stability,reliability and/or legality of the products and services offered by the Company and of any
violations to the Policy.
1.3 Client Duties
Each Client is obligated to assist the Company in the investigation of any threatened,alleged or actual violation of this Policy.The Client shall cooperate
with designees of the Company in this regard.Clients of the Company are responsible for immediately reporting to the Company any issue which could
compromise the stability,service or security of any user or system connected to the Company's network.
1.4 Client Password Policy
The Company's clients are required to follow the payment industry's user identification(User ID)and password best practices to protect the Company's
sensitive credit card data.Client User IDs and passwords must meet the following requirements:
User IDs must be unique to an individual and forever connected with a single user to whom it has been assigned.
User must never share their IDs and/or passwords.
Users must choose easily remembered passwords that are,at the same time,difficult for unauthorized parties to guess.
Passwords are required to have a minimum of seven(7)characters.
Passwords must meet strong password requirements. Passwords will contain both alphabetic and numeric characters. Passwords will
also utilize upper and lower case letters and symbols.
CONFIDENTIAL
Page 10 of 11
1.5 Reports and Complaints
Any reports or complaints about the use or misuse of the Company's products or services should be directed to:
Xpress Solutions, Inc.
108 South 700 East
American Fork, UT 84003
800-768-7295
security@xpressbillpay.com
1.6 Digital Millennium Copyright Act
Xpress Solutions, Inc.maintains a separate policy on the handling of complaints under the Digital Millennium Copyright Act,which may be requested by
sending an email to info@xpressbillpay.com.
1.7 Handling Charges
The Company reserves the right to assess a handling fee,at its usual emergency project labor rate,to respond to abuse complaints incurred by the
Company relating to a client and/or to handle,address,clean up and/or correct damage done to the operation of the Company's Network and business
operations supported thereby.The fees will be billed in one(1)hour minimum increments.The Company hereby agrees to waive such fee for the first
instance per customer of any such complaint,but shall impose the fee from and after the second such complaint.
Confidential.Protected under trade secret.
CONFIDENTIAL
Page 11 of 11