TAL PAYMEN hrc fe Leg ry or 68 GC} (6) 066:352-5002 [3943217365 ynwmaeleymets.com C voce 7. (CREDIT CARD & ECHECK ELECTRONIC DEPOSIT INSTRUCTIONS ‘The undersigned hereby authorizes Official Payments Corporation (OPC) to deposit Automated Clearing House Credits (’ACH Credits”) for the payment of settlements due to Government Entity tothe following bank account: (= Glient/Entity Name and Physical Street Address PO Box Not Accepted Fil Client Name Town of Elsmere Federal Tax 1D # 51-600-1118 Physical Address 11 poplar Avenue Phone Number: 302-998-2215 FAX Number: 302-998-9920 City, State & Zip Code Elsmere, DE 198 VOIDED CHECK OR BANK LETTER MUST BE PROVIDED WITH THIS DOCUMENT _| ‘Annual Gross Collections: _¢ 1,749,400,00_ Average Payment $431.31 ‘Annual Transaction Count 4056 ing Information: Billing Address: ‘Contact Information Biling Contact _Director Joseph Schulcz Phone Number 302-998-9921 Email address _jschulcz@townofelsmere.com ‘Types of Payments Accepted- check all that apply Method of Billing ~ established per contract Echeck ** X | Walk Up Payments Invoice lastercard X_| Bill Me Later Offset visa X| Green Dot ‘ACH Debit ** Discover [a] other ‘American Express x Special Billing Instructions ++ Echeck and ACH Debit ~ Client must have account block removed from Bank account *** Cllent Initial LIE Banking Information: ‘**IMPORTANT: Please fil out the following information accurately to ensure timely settlement and to avoid deposit returns and rejects. If Echeck and Credit Card will be deposited to different accounts please provide separate form for each Echeck and Credit Card. Settlement Bank Account Debit /Chargeback/ Fee Bank Account (if different) Bank Account Number: 2905-9292 Bank Account Number: Bank ABAYRouting Number: _0311-00092 Bank ABA/Routing Number: Account Name: State Transfer Account ‘Account Name: Bank Name: ‘Wilmington Trust Co. Bank Name: Bank Address: 1309 Kirkwood Highway Bank Address: Elsmere, DE 19805 _ Bank Phone Number: 302-472-3143 Bank Phone Number: a ee Client Authorization: ‘Authorized Signature: vrint Name: John. — Title: TownMonager date: 24 Tautey 2010Official Payments Corporation Required Local Client Information Profile Please help us board your agency by providing the following information. Upon completion, please fax the form back to the address at the bottom. Thank you for supplying this information. CLIENT NAME:__Town of Elsmere MAILING ADDRESS: 1 Poplar Avenue, Elsmere, DE 19805 PHYSICAL ADDRESS: (IF DIFFERENT FROM MAILING ADDRESS) Same PRIMARY CONTACT NAME & TITLE:____John S. Giles Jr. _Town Manager __ CONTACT PHONE/FAX & E-MAIL: Phone (302) 998-2215, Fax (302) 998-9920 e-mail: jviles@townofelsmere.com CARDS TO BE ACCEPTED: VISA:_X MC:_X AMEX: X_ DISC: X_ INTERNET PAYMENTS: Y XN__. TELEPHONE PAYMENTS: Y_XN__ PAYMENTS ACCEPTED: Official Payments Corporation (OPC) will be providing electronic payment processing services for your organization. For each payment type that you will be accepting at this point, please ‘provide the requested detailed information below. _X Payment Type: Property Taxes ‘Annual Collections: $1,553.400,00 Average Bill Amount:5705.94 ‘Annual Number of Bills: 2283 Bill Due Dates: September 30° Annually Reported for fiscal period: July 1* to June 30" Email address for Daily Reports: ischulez@ Requested Info on Daily Report: Property Parcel Number, Name, Address, Payment Amount _X_ Payment Type: Business Licenses _ ‘Annual Collections: $67,000.00 Average Bill Amount:$114.75 Annual Number of Bills: 384 Bill Due Dates: March 1° Annually Reported for fiscal period: July 1* to June 30" Email address for Daily Reports: ischulez@townofelsmere.com Requested Info on Daily Report: Invoice Number, Name, Address, Payment Amount__ _X_Payment Type: Rental licenses Annual Collections: $115,000.00 Average Bill Amount:$126.50. ‘Annual Number of Bills: 909 Bill Due Dates: March 1" Annually Reported for fiscal period: July 1* to June 30" Email address for Daily Reports: ischulez@townofelsmere.com Requested Info on Daily Report: Invoice Number, Name, Address, Payment Amount. _X_Payment Type: Code Violations ‘Annual Collections: $14,000.00. ‘Average Bill Amount:$50.00 Annual Number of Bills: 280, Bill Due Dates: _Daily Reported for fiscal period: July 1" to June 30" Email address for Daily Reports: schulez@townofelsmere.com, Requested Info on Daily Report: Invoice Number, Name, Address, Payment Amount __ Please FAX this form back to: Sales Person Name: Jim Hayes Fax and E-Mail Address ;__925-854- 101 ihayes(@officialpayments.comLk-2008 ELECTRONIC TRANSACTION PROCESSING AGREEMENT ‘his Electronic Transaction Processing Agreement, including its exhibits, ("Agreement") is made and entered into by and petween Official Payments Corporation, a Delaware corporation ("OPC"), and Town of Elsmere (‘Agency’). OPC offers electronic check payment and processing transaction services and credit/debit card payment transaction services through an Internet interface over the web and an interactive telephone voice response system (“IVR"). Agency collects taxes, fines, fees and/or other types of monetary obligations from individuals and/or entities subject to its jurisdiction. Agency desires to permit payment of amounts owed to it by means of electronic transactions through the ‘OPC System and to have OPC perform certain related services as described below. Agreement 4. DEFINITIONS. “agency Designated Account’ means the direct depositidebit account(s) established and maintained by Agency at an ‘Automated Clearing House ("ACH") receiving depository institution reasonably acceptable to OPC for payment of Citizen obligations and debit of Chargebacks, Return Transactions, fines and fees. Agency Designated Account is further described in Section 4.2 “Agency Payment’ means eny payment that is owed by a Citizen to Agency and paid through @ Payment Transaction, *Card Services’ means the services provided by OPC relating to credit card and/or pin-less debit card services provided in accordance with this Agreement and as detailed in Section 2.2 of this Agreement inclusive of payment and electronic funds transfer which enable Payment Transactions to be processed. “Chargeback” means the reversal of a Payment Transaction previously credited to an Agency Designated Account ‘citizen’ means the person, business or entity who initiates and makes payment of the Agency Payment and Convenience Fee through a Payment Transaction, ‘Co-Brand’ means an electronic transaction containing payment and identification data which is initiated by the Citizen on the Agency website, then transferred to an OPC web page where the Citizen completes the transaction and is provided with a confirmation of the Payment Transaction. “Co-Brand Plus’ means an electronic transaction containing payment and identification data which is initiated by the Gitizen on the Agency website, then transferred to an OPC web page where the Citizen completes the transacton. The Citizen is subsequently transferred back to the Agency web site along with confirmation of the Payment Transaction “Convenience Fee" means the fee charged to a Citizen by OPC for the convenience of Citizen making Agency Payments by use of the Services. The convenience fee schedules are set forth in Exhibit A (electronic check) and Exhibit B (credit/debit card) “Electronic Check Services” means the services provided by OPC relating to electronic check services provided in accordance with this Agreement and as detailed in Section 2.1 of this Agreement inclusive of payment and electronic funds transfer that enable Payment Transactions to be processed. ‘OPC Designated Account’ means the direct deposit account(s) set up by OPC to receive payment of Convenience Fees and any other fees owed to OPC. “OPC System" means OPC's and i's Suppliers’ electronic payment processing system, including but not limited to, its technology, hardware, software and equipment. ‘Payment Transaction" means an electronic payment transaction initiated by a Citizen by electronic check or by creditidebit card as provided below, at the OPC or Agency website or IVR, as applicable, and processed by OPC and/or its Suppliers under this Agreement, *Ropresentment’ means a Return Transaction that was due to insufficient or uncollected funds that has been represented to Citizen's depository financial institution at the request of the Agency. “Return Transaction” means a Payment Transaction that is unable to be processed by @ Citizen's depository financial Rev. PI2/2008 (OPC Proprietary and Confeenial Page!Lk-2008 institution, “Return Transaction Fee" means the fee charged to Agency pursuant to Section 4.1 and Exhibit A. Services’ means the Card Services andlor Electronic Check Services provided by OPC and its Suppliers pursuant to this Agreement “Simple Transaction Processor’ (STP) means an electronic transaction and return confirmation containing payment and Identification data, initiated and received by the Citizen on the Agency website, without a link or transfer to an OPC web page “Suppliers means OPC authorized vendors including, but not limited to, ACH processors). 2. PROVISION OF SERVICES. As part of the Services, OPC shall provide the following 24 Electronic Check Services. 2.1.1 Provide Citizens with the opportunity to make Agency Payments by electronic check through an Internet interface, and through an IVR system, 2.1.2 Provide real time processing of electronic check transactions, validate the bank transit routing number, validate the ACH eligibility of the bank transit routing, determine that the dollar amount is below or equal to the maximum and above or equal to the minimum specified by the Agency, validate checking account number for structure and validity and check against a negative file in an established proprietary database. 24.3 Create @ transaction file and forward Payment Transactions to the Automated Clearing House (ACH), electronically debiting the Citizens’ bank account and crediting the Agency Designated Account. 2.1.4 Settle Agency Payments into The Agency Designated Account within 72 hours after completion of the Payment Fransaction. 2.1.8 Confirm the dollar amount of each Agency Payment made by Citizens and the corresponding Convenience Fees to be electronically debited from the Citizens’ designated demand deposit account, and obtain the Citizens’ authorization (electronic or otherwise) of such transaction prior to initiating the transaction 2.1.6 Provide the Citizen with electronic confirmation of the electronic check transaction and retain electronic check authorization logs and transaction records for such period of time as required by applicable law and the regulations of the National Automated Clearing House Association (‘NACHA’). 2.1.7 Arrange for a unique check description for the Agency Payment that references the name of the Agency and arrange for a separate unique check description for the Convenience Fee that references OPC and the nature of the fee. This description is used to identify payment transactions and the convenience fee on the Citizens’ bank statement. 2.41.8 Provide Agency with a daily report detailing Payment Transactions and Chargeback transactions, 2.1.9 During the implementation process, provide Agency with OPC’s standard disclosures for Agency's incorporation into the system for all STP transactions, 2.2 Credit/Debit Card Services. 2.2.1 OPC shall provide Citizens the opportunity to make Agency Payments by credit card and “pin-less” debit card through both an interactive telephone voice response system ("IVR") and Internet interface. 2.22 OPC shall, on behalf of Agency, collect and process Agency Payments from Citizens using the American Express” Card, MasterCard®, VISA®, Discover® Card or other credit card mutually agreed upon by Agency and OPC each, a “Card’) 2.2.3 OPC shall begin providing the Services to Citizens on a date to be mutually agreed upon by OPC and Agency. Rew. PI242009 (OPC Proprietary and Confident Page 2Lk-2008 2.2.4 Agency authorizes OPC to debit the Agency Designated Account in connection with (i) any ‘reversed’ Card transaction that is approved by an authorized representative of Agency and OPC. and (i) any “Chargeback® Card transaction that is initiated by a Citizen and approved by an authorized representative of OPC and the Card company, ‘PC shall refund to the Citizen the corresponding Convenience Fee. The Agency agrees thal it shall not refund in cash a Citizen any Agency Payment made by a Citizen using OPC Services, 2.2.5 OPC shall forward Agency Payment Transactions to the appropriate Card organizations for settlement to the ‘Agency Bank Account. OPC shail retain all Convenience Fees collected by it hereunder. In the event that OPC is unable to collect all amounts owed by Agency hereunder through debiting the Agency Bank Account, Agency shall promptly pay all owed amounts to OPC in immediately available funds. 2.2.6 OPC will confirm the dollar amount of all a Citizens’ Agency Payments and the corresponding convenience fees to be charged to Citizens’ Cards and obtain the Citizens’ approvals (electronic or otherwise) of such charges prior to initiating credit authorizations, 2.27 OPC will provide Citizens with electronic confirmation of Card transactions. 2.2.8 For authorization purposes, OPC will electronically transmit all Card transactions to the appropriate Card: processing center, in real time as the transactions occur. 2.29 OPC.will retain Card authorization logs and transaction records for such period of time as required by applicable law and the regulations of the respective Card organizations, 2.240 OPC will arrange for a unique line merchant description for the Agency Payment that references the name of ‘Agency and arrange for a separate unique line merchant description for the Convenience Fee that references OPC and the nature of the fee. 2.2.41 OPC.will provide Agency with logos, graphics, and other appropriate marketing materials for Agency's use in its ‘communications with Citizens. 2.242 OPC will provide Agency with reports summarizing use of the Services by Citizens for a given reporting period, 3. AGENCY OBLIGATIONS. Agency obligations include the following 1 Agency Credit/Debit Card and Electronic Check Obligations, 3.11 STP Transactions. This Section 3.1.1 shall only apply in the event Agency is using the Services via STP transactions. Agency understands that STP transactions take place on the Agency website without link to the OPC web Page. Accordingly, Agency shall obtain and retain all records related to the initiation and authorization of transactions, including all digital (click-wrap) or writen authorizations for OPC to collect and/or initiate transactions utilizing the OPC System. Digital (or, if applicable, written) copies of such records shall be delivered by Agency to OPC within fifteen (15) days of written request by OPC and shall otherwise be retained by Agency for a period of at least two (2) years following the date of the transaction, Agency shall be liable to OPC for any and all liabilities, claims, costs, expenses, reimbursement obligations, fines and penalties which arise in connection with a failure to timely secure and produce such records, authorization agreements or receipts in accordance with applicable laws and regulations, inclusive of NACHA, rules and regulations. Agency shall (i) incorporate the OPC standard disclaimers into ils website, (i) present such terms to each citizen for viewing, (ii) allow citizens to print the terms for their records, (iv) require the citizen's affirmative electronic of written agreement to the disclaimer terms prior to submitting the Payment Transaction, (v) keep written record of the citizen's agreement to the disclaimer terms. OPC may change its standard disclosures from time to time with written notice to Agency, and Agency shall incorporate such changes into the disclaimers within five (5) business days after its receipt of such changes from OPC. Agency agrees to comply with the PCI security specifications attached as Exhibit C to this Agreement, 3.1.2 If Agency is using Co-Brand, Co-Brand Plus, or STP application; Agency shall take all reasonable security precautions within its system, hardware and software to prevent unauthorized or fraudulent use of the OPC System by ‘Agency, Agency employees and agents, and Citizens. OPC may, but shall not be required to, assign to Agency one or more identification numbers or passwords for Agency's use in obtaining the Services. Once such identification number(s) or password(s) have been delivered to Agency by OPC, the use and confidentially of such numbers and/or passwords shall be the sole responsibility of Agency. 3.4.3 With respect to all Chargebacks the Agency must allow direct debiting of the Agency's Designated Account for the ‘amount of Agency Payments previously seitled into the Agency Designated Account ex. PI22009 (OPC Proprietary and Confidennal Page 3Lk-2008 3.1.4 Other than permitting OPC to charge the Convenience Fees in accordance with this Agreement, Agency will not Impose any surcharge or penalty on electronic check transactions made by Citizens under this Agreement, 24.5 If Agency requests a customized reporting format, Agency shall provide OPC with its desired reporting format sufficiently in advance of the requested report delivery date, Customized reporting formats require OPC's prior written approval. 3.1.6 Agency will not require, as a condition to making an Agency Payment, that a Citizen agree in any way to waive Such person's rights to dispute the transaction with their banking institution for legitimate reasons. 3.1.7 _ Subject tothe restrictions of the section entitled “Intellectual Property’, Agency will actively promote the Services to its Citizens at its own expense. These promotions shail include publishing the relevant URL for the OPC Website and relevant telephone number (as applicable) on all tax instruction booklets, tax preparer communications, taxpayer information publications, citations and notices, and all related marketing materials. Agency will obtain OPC's consent prior to publishing any materials that reference the Services or OPC, and Agency agrees to incorporate all reasonable changes requested by OPC into any of the marketing materials to ensure () the correct usage of the OPC trademarks and logos, (i) the accuracy of the content, and (i) reasonably acceptable graphics and presentation, 3.1.8 Agency shall be solely responsible, at their own expense, for acquiring, installing and maintaining all of its own equipment, software and data communication service, which is not a part of the OPC System, 3.4.8 Agency shall execute and deliver to OPC an ACH authorization agreement in the format provided by OPC to authorize electronic payments/debits to and/or from the Agency Designated Account, and any other certificates, instruments or documents as required by applicable laws and regulations in order to consummate the transactions, intended under this Agreement. Agency will maintain and comply with applicable NACHA rules and regulations on behalf of itself, its employees, agents and Citizens. 3.2 Agoncy Credit/Debit Card Specific Obligations. 3.2.1 Ifrequired by the credit card organizations, Agency will enter into all applicable merchant Card agreements and fully adhere to the rules, regulations and operating procedures of the various Card organizations, including without limitation, with respect to the use of specific Card logos and marks, 322 Agency will provide to OPC all necessary documents and correspondence in connection with Chargeback transactions or other similar refund transactions. 3.23 Agency will establish a reasonable adjustment policy to accommodate adjustments that are required in the normal course of Agency's daily operations. 4. FEES, TAXES, AND PAYMENTS. 4.1. Electronic Check Fees and Taxes. Agency shall pay OPC fees for Services in accordance with the rates set forth on Exhibit A (‘Fee Schedule’), which is incorporated into this Agreement by reference. OPC will charge Citizens a Convenience Fee for each Payment Transaction. The Convenience Fee is non-refundable. The Convenience Fee is processed with the corresponding Agency Payment as a part of a unified transaction. Agency fees are calculated on a ‘monthly basis and are debited trom the Agency Designated Account monthly in arrears by OPC or its Suppliers. In the event that OPC incurs an increase in transaction processing fees, taxes or other increase in fees required by applicable law or government or association regulation during the term of this Agreement, OPC may pass through such charges to Agency. Agency fees are subject to change by OPC after the initial term, upon thirty (30) days prior notice to Agency. ‘Agency shall pay to OPC, and during the term of this Agreement and for sixty (60) days thereafter OPC (or its Suppliers) may debit from the Agency Designated Account, any other amounts owed by Agency under this Agreement, including, but rot limited to, chargebacks, deposit charges, refunds, fines (inclusive of those imposed by NACHA), Retumed Transaction Fees, ACH debits that overdraw the Agency Designated Account, and any other fines or liabilities incurred under this Agreement by Agency. Any fees and charges or other liabilities owed by Agency and not paid when due shall bear interest of 1.5% per month unti paid. 42 Credit/Debit Card Fees OPC may charge Citizens a Convenience Fee for each Card transaction processed, to be collected in addition to the corresponding Agency Payment as part of a unified Card transaction. A schedule of the Convenience Fees for Credit/Debit card Payment Transactions is attached to this Agreement as Exhibit B, and OPC may amend this schedule at any time upon prior written notice to Agency. Except for any fees to be paid by Agency as set forth in Exhibit B, OPC shall not charge Agency a fee in consideration for OPC providing the Card Services to Citizens. Enhancements to the Services or additional services not provided for in this Agreement, and any related fees payable by Agency in connection therewith, will be mutually agreed upon by OPC and Agency. ev. P12282009 OPC Propretanyand Confidential Page ¢Luk-2008 4.3. Agency Designated Account. Prior to any Payment Transaction, Agency will establish an Agency Designated ‘Account and will provide OPC with the electronic record specications necessary for funds settlement and the posting of ‘Agency Payment data related to payments. Agency shall maintain such account during the term of this Agreement and or at least 80 days after expiration or termination for any reason. Agency agrees to mainiain sufficient funds in the sgency Designated Account to satisty all fees, charges and other obligations of Agency under this Agreement. Agency authorizes OPG, its assignee or its Suppliers to debit via ACH transfer, the Designated Account for any such amounts ‘Agency owes OPC under this Agreement. Ifthe amount in the Agency Designated Account does not contain sufficient funds to cover fees and obligations of Agency, Agency agrees to pay OPC the amount it owes under this Agreement upon demand, together with all costs and expenses incurred to collect that amount, including reasonable attorneys’ fees. The authority granted by this Section shall survive the termination ofthis Agreement. 5. SUSPENSION; RESTRICTIONS. OPC may immediately suspend the Services or withhold Services or individual financial settlements in the event (i) OPC has reason to believe there has been or may be a breach of seourity, fraud, or mistepresentation in connection with the Services, (i) continued provision of the Services would violate any applicable law, government regulation or the NACHA rules and regulations, or (i) the financial status or credit quality of Agency is substantially diminished in the reasonable discretion of OPC. OPC will provide notice and opportunity to cure if practical, depending on the nature of the event causing the suspension. In the event of @ suspension under this Section 5, OPC may require Agency to establish a reserve account or institute other mutually agreed restrictions prior to OPC restoring Services. OPC shall have no liability for any suspension in accordance with the terms of this Section 5. 6. TERM AND TERMINATION. 61. Tem. This Agreement shall be effective upon the date of full execution and has an initial term of two (2) years initial Term’). This Agreement shall automatically renew for successive one year periods (2 "Renewal Term’), unless either party provides written notification to the other party of its decision not to renew this Agreement no later than 90 days. prior to the end of the then current term, 62. Termination 62.1 Termination For Cause. Either party may terminate this Agreement for cause in the event of a material breach by the other party, which breach is not cured within thirty (30) days after written notice of such breach is provided to the other party 62.2 Termination By OPC. OPC may terminate this Agreement at any time upon written notice to the Agency in the event the provision of the Services hereunder is determined by OPC in its sole discretion to violate any statute, regulation, rule, order or operating procedure enacted or promulgated by @ governmental or judicial authority of competent jurisdiction, NACHA (or any similar industry organization with authority over the Services), or in the event that any statute, regulation, rule, order or operating procedure is enacted or promulgated which effectively reduces or eliminates the fees charged by OPC. 6.2.3. Termination For Convenience. Either party may terminate this agreement for convenience upon 60 days prior written notice to the other party 7. ACCOUNT MONITORING; SECURITY. OPC and its Suppliers may monitor the use of Services or Payment Transaction activity and investigate unusuel or suspicious activity to the extent it is with reasonable discretion and in compliance with applicable laws and government regulations, provided that in no event does OPC assume any responsibiy to discover any possible breach of Agency's securily or misuse of the Services. Agency and OPC shall immediately notiy the other if elther discovers any breach of security. OPC shall have the right, at OPC's sole cost, to inspect Agency's operation, system and web site to verify Agency's compliance with its security obligations. Agency shall be responsible for failure to use reasonable security precautions and for any fraud committed by its employees, representatives and Citizens as a result of such failure in connection with the use of the Services, 8. INTELLECTUAL PROPERTY. In order that Agency may promote the Services and OPC’s role in providing the Services, OPC grants to Agency a revocable, non-exclusive, non transferable, royalty-free license to use OPC's logo, trademarks and other service marks (the "OPC Marks") for such purpose only, in 8 form as approved by OPC. Agency does not have any other right, tile, icense or interest, express or implied, in and to any object code, software, hardware OPC Marks, service mark, trade name, trade dress, formula, OPC System, know-how, telephone number, telephone line, domain name, URL, copytighted image, tex, script including, without limitation, IVR or the OPC Website scripts) or other intellectual property right of OPC (collectively “OPC Intellectual Property’). All such OPC intellectual Property, and all rights and tile therein (other than rights expressly granted in this Agreement) are owned exclusively by OPC. Agency's license to use any OPC Marks shall terminate upon the earlier of (a) the effective date of termination or expiration ofthis Agreement, or (b) immediately, in the event of any breach of this section of the Agreement by Agency. Agency will not Utlize any OPC Intellectual Property in any manner that would diminish its value or harm the reputation of OPC. Agency agrees that any use of the OPC Marks will conform to reasonable standards of acceptable use specified by OPC. Rey P1242009 OFC Proprietary and Confiennl Poge 3LU«-2008 8. COMPLIANCE WITH LAWS, RULES AND REGULATIONS. The parties shall comply with all applicable laws, rules and regulations of federal, state and local governmental authorities, ‘and governing industry associations, including without limitation, Federal Reserve Regulation E (12 CF.R. Part 205), the ules of the NACHA, the Card company rules and regulations, and all applicable privacy laws and regulations, all of which ere incorporated herein by reference and made a part of this Agreement as if set forth in full herein. OPC may from time to time establish reasonable rules, regulations and operational guidelines with respect to use of the Services by Agency, and Agency agrees fo be bound by and comply with such rules, regulations and guidelines thirty (20) days after delivery thereof to Agency, unless immediate compliance is required by law or regulation or otherwise agreed upon in writing by the parties, 10. WARRANTY AND DISCLAIMER. 101 Warranty. Each party represents and warrants that it has the full legal right, authority and power to enter into this, ‘Agreement and perform its obligations hereunder and that the person who signs the Agreement for each party has full ‘authorization to bind the respective party. Agency shall provide to OPC the standard set up form for electronic check transactions (‘Agency Set Up Form’) and deposit instruction form for Card transactions (Electronic Deposit Instructions") within ten (10) days of full execution of this Agreement. Agency represents and warrants to OPC that all information provided in such form is current, correct and complete. Agency agrees to notify OPC in writing of any changes to such ‘Agency information within ten (10) days of such change. 10.2. Disclaimer. OPC and its Suppliers are providers of the Services, not insurers, and as such, Agency acknowledges that electronic payment transactions and data processing involves the inherent risk of human and machine errors, omissions, delays and losses including inadvertent loss or misstatement of data, OPC and its Suppliers do not, ‘and cannot, control the flow of data to or from the OPC System, which depends in large part on the Internet and third parties, including without limitation connectivitylaccess providers. Accordingly, neither OPC nor its Suppliers warrant that the Services will be error free, uninterrupted, and secure or virus free, and OPC and its Suppliers disclaim liability resulting from or related to such events. Except as expressly provided for herein, the Services are provided “AS IS" and "AS AVAILABLE”, and OPC and its Suppliers make no other representations or warranties of any kind whatsoever, whether express or implied, by operation of law or otherwise, including, without limitation, any implied or statutory warranties of merchantability or fitness for particuler purpose. 11. INDEMNIFICATION. The parties shall indemnify, defend, and hold each other harmless from any and all claims ind suits for any losses, damages, or costs arising therefrom, including reasonable attorney's fees, alleged or asserted by a third party to the extent arising from the indemnifying party's gross negligence or willful misconduct which results in ()) bodily injury, sickness, disease or death or (i) any loss, damage or destruction of personal tangible property, This obligation is further conditioned on the indemnifying party receiving from the other party prompt wnitten notification of any such claim and the other party cooperating fully with the indemnifying party in the defense of any such action. 12, LIMITATION OF LIABILITY. OPC OR ITS SUPPLIERS SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA OR DAMAGES FROM LOSS OFUSE OR DELAY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER ARISING UNDER ANY THEORY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, CONTRACT, STRICT LIABILITY OR UNDER STATUTE), EVEN IF OPC HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. OPC'S TOTAL AGGREGATE LIABILITY FOR DAMAGES FOR ANY ACTION ASSOCIATED WITH THIS AGREEMENT OR THE SERVICES PROVIDED SHALL IN NO EVENT EXCEED THE AMOUNT OF THE CONVENIENCE FEE PAID TO OPC IN CONNECTION WITH THE PARTICULAR PAYMENT TRANSACTION GIVING RISE TO DAMAGES HEREUNDER. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies ‘Agency acknowledges that without its agreement to the limitations contained herein, OPC would be compensated differently, and would charge Agency directly for Payment Transactions, Notwithstanding anything to the contrary contained herein, OPC shall not have any liabiity for delays in receipt or processing of Agency information or Payment Transactions due to causes beyond its reasonable control, including, without limitation, failures or limitations on the availability of third party telecommunications or other transmission faciities or Agency's or Citizen's failure to properly enter and/or transmit information. 43. CONFIDENTIALITY. The term “Confidential Information” shall mean any and all information which is disclosed by either party to the other verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary, inciuding but not limited to this Agreement and the terms, conditions and pricing contained herein, Agency and Citizen personally identifiable data, the OPC System, and PC and Agency trade secrets, computer pragrams, software formulas, inventions, techniques, marketing plans, documentation strategies, and forecasts. Each party agrees that it will not make use of disseminate, or in any way disclose the other party's Confidential Information to any person, firm or business, except as authorized by this Agreement Rey P12142009 OPC Propretan:and Confidential Poge 6Lk-2008 ‘and limited to the extent necessary for performance of this Agreement, except that OPC may use information for tax collection and other purposes as specifically permitted by federal or state law, may use personal information provided by Citizens to establish and maintain individual user accounts requested to be established by such Citizens with OPC for ourposes of the Services, and may use certain non-personally identifiable transaction data and IVR and OPC Website affc information which are compifed in aggregate for the purpose of preparing and distributing statistical reports and for public company reporting purposes. Each party agrees that it will disclose Confidential Information of the other party only to those of ts employees and Suppliers who have a need to know such information and who have agreed to be bound by the non-disclosure terms and conditions of this Agreement prior to disclosure, Each party agrees that it will reat all Confidential information of the other party with the same degree of care as it accords its own confidential information, and each party represents that it exercises reasonable care to protect its own confidential information, However, neither party has responsibilty for safeguarding the Confidential Information of the other party that s (i) publicly available, (i) already rightfully in such party's possession and not subject to a confidentiality obligation, (ii) obtained by such party from third parties authorized to make such disclosure, or (iv) independently developed by such party without reference to or use of the Confidential Information ofthe other party. Notwithstanding the foregoing, the party receiving Confidential Information shall not be in violation of this section with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the receiving party provides the other party with commercially reasonable prior written Notice of such disclosure in order to permit the other party to seek confidential treatment of such information, and provided that the receiving party has been advised by legal counsel that such disclosure is required by law, and such disclosure is limited to the minimum extent required by law. Within ten (10) business days following the date of any termination ofthis ‘Agreement or upon expiration, Agency agrees to return all confidential information and materials provided by OPC to Agency 14. GENERAL PROVISIONS. 14.1 Entite Agreement, Severability, Waiver. This Agreement, together with the attached exhibits, which exhibits are incorporated by reference into this Agreement, constitutes the entire agreement between Agency and OPC with respect to the subject matter hereof, and supersedes any prior agreement, oral or written, between Agency and OPC andlor its representatives(s) in connection with this Agreement. Agency agrees that the failure of OPC to enforce any terms or conditions of this agreement is not waiver of such or any other terms or conditions herein contained. Except as explicitly provided by this Agreement, this Agreement may not be changed or amended except by a writing executed by authorized representatives of both parties. If any provision herein is held to be invalid or unenforceable for any reason, the remaining srovisions wil continue in full force without being impaired or invalidated in any way. The parties agree to replace any \nvalid provision that most closely approximates the intent and economic effect ofthe invalid provision 142 Remedies, Except as otherwise expressly provided in this Agreement, all ramedies available to either party are cumulative and not exclusive, and termination, expiration or suspension shall not limit either party from pursuing other remedies available at law or in equity. 14.3 Assignment. This Agreement may not be assigned by either party without the prior writen consent of the other party, provided, however. that the foregoing shall not prohibit OPC from assigning this Agreement or its rights hereunder, ror require the consent of the Agency, in connection with any change of control, corporate reorganization, merger or consolidation of OPC. Any purported assignment, transfer, or delegation in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. 14.4 Status of the Parties: Suppliers. The parties are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, franchise, employer-employee relationship by or between Agency and OPC, No party shall have the authority to commit or bind any other party without such party's prior written consent. Agency acknowledges and agrees that certain portions of the Services which enable Payment Transactions may be provided by OPC Suppliers, including, but not limited to, processing and formatting of Payment Transactions and the debiting and crediting of the Agency Designated Account in accordance with the terms of this Agreement 14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of DE excluding ils conflicts of law rules. Exclusive jurisdiction and venue for any claim or action arising out of or relating to this Agreement shall be in the state or federal courts located in the State of DE. 14.6 Notices. Except as expressly provided herein, all notices and other communications required or permitted hereunder shall be given in writing and shall be delivered personally or sent by certified mail (return receipt requested), or by nationally recognized overnight courier, and shall be deemed to have been delivered upon receipted delivery to the respective addresses set forth below. Any party may change its address for notice by providing notice to all other parties 18 provided herein. Notices to OPC shall be sent to: ex, PI2H/2009 OPC Proprietary and Confdennol Page 1Lk-2008 Chief Operating Officer Official Payments Corporation 10780 Parkridge Boulevard, 4" Floor Reston, VA 20191 With a copy to General Counsel Official Payments Corporation 10780 Parkridge Boulevard, 4" Floor Reston, VA 20191 Notices to Agency shall be sent to 147 Force Majeure. OPC shall not be considered in breach of or in default of any of its obligations under this ‘Agreement, and shall in no way be liable to the Agency hereunder, to the extent its performance hereunder is delayed, impaired or rendered impossible by acts of God, natural disasters, acts of terror, war, riots, fire, storms, quarantine restrictions, floods, explosions, labor strikes, labor walkouts, extraordinary losses of utilities (including telecommunications, services), external computer "hacker’ attacks, delays of common carriers or similar cause that are beyond OPC's reasonable control 14.8 Survival. Any Section of this Agreement that logically survives the expiration or terminalion of this Agreement shall survive, including Sections 1, 3.1.1, 3.1.3, 4, 8, 17,12,13, and 14. |N WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below. OFFICIAL PAYMENTS CORPORATION: AGENCY: By: By; a | Print Name rifhame Jets $. Giles, Te Title Twe Tend, Mavacere Date: Date: 2G Trrtotry 2010 Rev. P124/2008 OPC Progmetary and Confidenal Page 8WILMINGTON mechan TRUST Tonto eset Wig, DE 19850 001 January 28", 2010 Town Of Elsmere 11 Poplar Avenue Elsmere, DE 19805-2134 Re: — Account 2905-9292 ABA # 0311-00092 Dear Town of Elsmere: Tam pleased to confirm that the above Account Number and ABA Routing are accurate for the Town of Elsmere. This letter also confirms that the account is open and valid for business transactions. Sincerely Marian Askin Branch Sales Manager Elsmere Office 302-472-3143, maskin@wilmingtontrust.com