HomeMy Public PortalAbout2020.03.30 Xpress Bill Payxpress BILL PAY
Gateway and Administrative Service Agreement
This Gateway and Administrative Service Agreement is entered into thi ~day of ~ • 20~y and
between Xpress So luti on s, Inc . {"Xpress") and Cit y of McCall, ID {"Customer") upon such terms and conditions as are
set forth below.
WHEREAS, Customer desires Xpress, and Xpress agrees to provide, Automated Clearing House (ACH) and other
services to Customer as indicated in and subject to the terms and conditio ns 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 Agreeme nt shall be thirty-six {36) months from
the date of this Agreement. 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 and under the same terms and conditions set fort h 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 politica l subdivision, the
parties agree that an automatic renewal cannot occur if Customer's governing board does not bud get 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, and
hosting Fees, and various transaction Fees as set forth in Exhibit A {collectively the "Fees"). Xpress reserves the
right to change the Fees at any time so long as Customer is provided no less t han 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 Con or about the 5th day of each month for the amount of all Fees that accrued during the
prior month for any service, support, or maintenance Fee that is due as described in Exhibit A. If there are
insufficient funds in Customer's account to cover the Debit, Xpress will contact customer for reso lution which
will include resubmission up to 3 times . This authorization may be revoked only by notifying Xpress in writing,
whic h revocation shall take effect no later than five (5) business days after receipt by Xpress. 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 to ODFI: Transactions are placed through Xpress as a t hird party
sender of ACH transactions with Customer as the "originator" of t hose transactions under the Rules and
Regulations described below . Xpress will send all transactions through an Originating Depository Financial
Institution {ODFI) all in accordance with the terms of this Agreement, the Operating Rules of the National
Automated Clearing House Association {NACHA) and the applicable Federal Regulations governing ACH
transactions including, without limitation, the Electronic Funds Transfer Act and Regulation E (collectively the
"Rules and Regulations"). Entry or Entries shall mean either a Credit Entry or a Debit Entry . Customer agrees to
comply with Xpress's 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 hereby agrees to, and otherwise assumes, all obligations under the Rules and Regulations as an
originator to the ODFI with respect to all Entries, which includes without limitation the unconditional obligation
of Customer to pay and indemnify the ODFI for all Entries that are returned by any Receiving Depository
Financial Institution (RDFI) for whatever reason .
In addition to the other services referenced in this Agreement, Xpress will provide Customer with an internet
payment system . Xpress has developed a web interface that can be used for payment of accounts using credit
cards, or electronic funds transfers {EFT). Xpress acts as a payment gateway interface for Customer's account
All pricing info rm ation is a trade secret a nd m ust be kept confidential under Utah law.
holders (the "End Users ") to make payments . Xpress will facilitate the acquisition of the necessary merchant
service accounts for credit cards. Xpress will provide the EFT and Lockbox services directly using its established
banking relationships. Customer hereby authorizes Xpress to endorse checks and other payment items on
behalf of Customer into an Xpress deposit account and deposit funds as necessary for the clearing of payments
received for Customer. Xpress reserves the right to invest idle funds in its possession for the sole benefit of
Xpress. Only merchant service accounts and electronic funds transfer accounts that are certified by Xpress may
be used .
4.0 Support Services and Service Levels: 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 customers within the continental 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.
5.0 Software or Hardware : Customer will not receive any hardware or software from Xpress under this Agreement
except as specified in Exhibit 8. 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 Internet Explorer 8 or Mozilla Fire Fo x 2.0 .
6.0 Debit Authorization: Customer, as originator under the Rules and Regulations, hereby authorizes Xpress, or its
designees, to initiate Debit and/or Credit Entries to Customer's bank 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 pa id in full, including, but not limited to, those obl igati ons 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 Entries that have been received in a proper format and on a timely basis.
Any Entry returned to Xpress will be re-presented in accordance with the Rules and Regulations.
8.0 Returned Entries : Xpress will apply returned Entries to Customer's 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 Entry to the Receiver's account, whichever is later.
9.0 Reports: Xpress will provide a detailed report of all funds transfers collected as a result of any and all funds
transfers . All reporting will be via the Internet.
10.0 Limits of Xpress Liability : Xpress will be responsible for Xpress' performance in processing ACH services as a
third party sende r of ODFI transactions in accordance with the terms of this Agreement, and the other
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
Entries may be originated or Xpress receives or transmits information, and no such entity shall be deemed
Xpress' agent . 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 End Users: Customer warrants that it will provide Xpress with
relevant billing informati on for End Users . 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 Entries proces sed for Customer by Xpress that: (a) Each End User
has authorized the debiting and/or crediting of his, her, or its account, (b) each Entry is for an amount agreed
to by the End User, (c) each Entry is in accordance with the Rules and Regulations and properly authorized in all
All pricing information is a trade secret and must be kept confidential under Utah law.
2 of 11
other respects . Customer agrees to defend, indemnify, and hold Xpress and all its agents harmless for any
losses, liabil ities, legal action costs o r expenses incurred by Xpress as a result of any breach of these
representati ons and warranties either intentionally or unintentionally by Customer. Customer shall cease
initiating Entri es immediately upon receiving actual or constructive notice of the termination or revocation by
the End User of authority.
12 .0 Regulatory Compliance : Customer will use its best efforts, and bears the final responsibility to ensure that
Customer's policies and procedures meet the requirements of all ap p licable Rules and Regulations pertaining to
ACH transactions of any kind. Xpress must and will also comply with all Rules and Regulat ions pertaining to ACH
transaction s. Without limiting the obligations of Customer to the ODFI under this Agreement and the Rules and
Regulations for the payment of all returned Entries, Customer agrees to execute an origination agreement with
the ODFI if required by the Rules and Regulations.
13 .0 Record Keep i ng : Customer agrees to keep fu ll and accurate data and records of its utilization of Xpress services
and of the t ransactions giving rise to billing information for at least two (2) years after the date of the relevant
transaction , or such longer period as required by the Rules and Regu lations . Customer understands that Xpress
and the ODFI will be required to participate in certain audits of Customer in connection with the credit card and
electronic funds transfer services provided by Xpress . 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 ar e offered, sold, or provided in compliance with all applicable laws and regulations . Customer
agrees to comply with Xpress 's Acceptable Use Policy as requ ired by the Payment Card Industry Data Security
Standard (PCI DSS) as provided in Exhibit D. Xpress will meet or exceed all applicable compliance requirements
as required by current and future Payment Card Industry {PCI) rules of operation as well as the Rules and
Regulations .
15.0 Termination : Th is 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.
16 .0 Governing Law ; Attorney' 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 Independen t 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 . Th is 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 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 .
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
understand i ngs 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.
All pricing in formation is a trade sec ret a nd mu st be kept confidential under Utah law.
3 of 11
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. The parties hereby agree that the ODFI with
respect to any Entry, including Zion's First National Bank, a Utah state bank, shall have the right as a third-party
beneficiary, in the event of a default under this Agreement or the agreement between Xpress and the ODFI , 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 o r any other provision.
All pricing information is a trade secret and must be kept confidential under Utah law.
4of11
By signing below, Customer and Xpress shall be legally bound and agree to the terms of this Agreement and all of its
Attachments.
Ac cepte d by:
Xpress Solutions Inc.
BY : __ j#_(_A-ut_h_o-riz-e+it'-S-ig-:-,/\-ur-e"°'7'-) ----
Keith Jenkins
(Print or Type Name)
TITLE: __ P_re_s_id_e_n_t/_C_E_o _____ _
DATE: ____ 3/_2_5/_2_0_20 ____ _
Acce pt ed by:
City of McCall, ID
BY:~.A:4J
(Authorized Signature)
(Pri nt or Type Name)
TITLE: M~
DATE: 3/ 3D I dD~D t
All pricin g information is a trade secret and must be kept confidential under Utah law.
5 of 11
Initial Configuration Fees
EXHIBIT A
FEES
1. Initial Setup Configuration and Development
Online Payment Module
Auto Pay Module
Card Swipe Module
2. Training (One Full Day's Training)
NOTE : You shall reimburse roundtrip airfare and hotel stay . Xpress Bill Pay will not
purchase first class or business class airfare .
3. Gateway Fees:
Credit Card Processing (per transaction)
EFT Online Payments (per transaction)
EFT Returned Items
(Invalid account number or unable to locate account)
(NSF or Closed Account)
(Customer Stop Payment)
Bank Bill Pay (per transaction)
Lock Box Service (per transaction)
Integrated Remote Deposit (per transaction)
800 Operator Assisted Payments (per transaction)
800 IVR Assisted Payments (per transaction)
XBP Deposit Account Withdrawals
(6 free per month then $6.25)
4. Monthly Support & Hosting
($0.015 per billing statement hosted. Minimum $75.00)
5. Monthly Account Keeping Fee
Already
Purchased from
Caselle
Already
Purchased from
Caselle
+airfare/hotel
$ 0.34
$ 0.44
$ 6.00
$ 12.00
$ 27 .00
$ 0.20
* $ 0.48
* $ 0.36
$ 0.95
$ 0.95
$ 75.00
minimum
$ 19.00
(Waived if you keep a $25,000.00 minimum balance in your Xpress Deposit Account)
* if service is activated
All pricing information is a trade secret and must be kept confidential under Utah law.
6of11
EXHIBIT B
OPTIONAL EQUIPMENT LIST PRICE LIST
Card Swipes
USB Magnetic Stripe Credit Card Reader
USB Keyboard w ith Integrated Magnetic Credit Card Swipe
Printers
Star Micronics 40 Column Thermal Printer (Tear Bar, Gray Color, USB Connection)
Star Micronics 4 0 Column Thermal Printer (Tear Bar, Black Color, USB Connection)
Star Micronics 4 0 Column Thermal Printer (Auto Cutter, Gray Color, USB Connection)
Star Micronics 4 0 Column Thermal Printer (Auto Cutter, Putty Color, USB Connection)
Star Micronics 40 Column Thermal Printer (Auto Cutter, White Color, USB Connection)
Star Micronics 40 Column Thermal Printer (Auto Cutter, Black Color, USB Connection)
Star Micronics 40 Column Thermal Printer (Auto Cutter, Grey Color, Ethernet Connection)
Check Scanners
Panini VisionX 50 Check Scanner
Panini VisionX 75 Check Scanner
Panini VisionX 100 Check Scanner
Miscellaneous
FMC Checkmate Check Jogger
*Please note: pric es subject to change at any time without fu rther notice.
$ 75.00
$ 99 .00
$ 240 .74
$ 304.40
$ 252.50
$ 261.43
$ 323.21
$ 322.50
$ 336.96
$ 945.00
$ 1,145 .00
$1,345.00
$ 249 .00
All pricing information is a trade secret and must be kept confidential under Utah law.
7 of 11
EXHIBIT C
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: c ··~j,£~\\ ~~·la\"'--l \\~d-.
Account Type: C\fs,,, 1<.i ~
Routing Number:
Account Number:
Bank Name :
All pricing information is a trade secret and must be kept confidential under Utah law.
8 of 11
EXHIBIT D
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 de signed 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
www.xpressbillpay .com/adminPolicy.asp .
Purpose/Scope
The purpose of thi s 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 govern s 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
proh i bited. This includes, without limitation, material protected by copyright, trademark, trade secret,
protective order, contract, or other intellectual property right used without proper authorization. Also
proh i bited is material that is obscene, libelous, defamatory, constitutes an illegal threat, and/or violates
export control laws
• Send ing unsolicited bulk email messages and/or other advertising material to individuals who did not
spec ifically 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 newsgroups (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 .
• Utiliz i ng 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
All pricing information is a trade secret and must be kept confidential under Utah law.
9 of 11
(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;
• 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 insure 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
All pricing information is a trade secret and must be kept confidential under Utah law.
10 of 11
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 immed i ately 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 . Cl ient 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 .
1.5 Reports and Complaints
Any reports or complaints about the use or m isuse of the Company's products or services should be directed to :
Xpress Solutions, Inc .
5252 N Edgewood Drive
Provo, UT 84604
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 is incorporated into this Policy hereby and which may viewed at
www.xpressbillpay .com/copyright.
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.
All pricing information is a trade secret and must be kept confidential under Utah law.
11 of 11