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Home My WebLink About7.3 Motion to approve an agreement with CityBase, Inc. to Purchase a Payment Kiosk with Online Payment Portal ServicesItem Cover Page 0" Mwbubject Motion to approve an agreement with CityBase,, Inc, tx, Purchase a Payment Kiosk with Online Payment Portal Services Meeting October 6, 2020 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - ':1scal Impact truc lbollar Amount $38f 500 Z)udget Source Capital Improvement Fund (2021) .a te g o ry NEW BUSINESS Type Action Item Staff would like to add a self-service kiosk as another method for customers to submit payments at any time of the day or night. The kiosk would be installed outside the Village Hall and available to customers at any time, offering an opportunity to submit payments beyond traditional business hours. In addition, staff was looking for an improved online payment portal that would allow residents to have online recurring payments using credit cards and bank accounts - something not currently available to Village residents for utility billing. Plus, the Village does not currently have an online payment portal for locally collected taxes such as Food and Beverage Tax, Hotel/Motel Tax and Municipal Motor Fuel Tax; creating such a portal would better serve the business community. The proposed kiosk hardware and accompanying payment portal provides these customer service enhancements. The Village considered three different providers. Based on the product reviews, references, service levels and involved costs, the staff is recommending the kiosk and payment portal from CityBase, Inc. Key points for services offered are: • CityBase's software is compatible with the Village's current financial system, and CityBase has already integrated with towns using the same system. • The "24xT` kiosk will be able to accept and process cash, check and credit card transactions, and prints a receipt at the end of the transaction. The average 1 transaction time with the kiosk should be 1 minute or less. The kiosk has touchscreen, is bilingual (English/Spanish) and ADA compliant. The kiosk comes with a climate control system (HVAC) and a weather gasket that can withstand all weather conditions. It comes with a barcode reader and allows for bill searches using address and other parameters. The online payment portal accommodates the ability to create online forms, which staff will utilize to create an online payment portal for locally collected taxes. Customers are then able to file their monthly tax returns, pay the tax amount and aI so upload the needed documents. Kiosk data is stored in the cloud and CityBase will be responsible for all leveI- li . In the coming months, the kiosk will also have touchless payments including Apple iPay and Google Pay. The current client list using CityBase products include City of Chicago, City of San Francisco, City of India napol is/Ma rion County, City of San lose, City of Austin, TX and many more. The CityBase kiosk hardware cost is $38,500, with an annual maintenance cost of $1,500 for each year of the three year agreement. There is a per transaction cost of $1.05 in the first year and $1.10 in subsequent years. Being a utility service provider, the Village qualified for special merchant service rates. The current credit card merchant processing cost is anywhere from 2.5% to 3.0% depending upon the card type. With the proposed change, the merchant processing cost will be 0.75 cents. The Village's savings in the merchant processing fees will be enough to cover the per transaction cost; there is no service or transaction fee for the customer (the amount paid at the kiosk is the same as if they paid via check in the mail or in person). The agreement along with other attachments and appendices are attached herewith. Village Attorney Lance Malina has reviewed the agreements and had suggested a few changes. All the suggested changes are incorporated in the attached agreements and ar acceptable to CityBase, Inc. I A kiosk will improve the customer service experience and can also serve as an opportunity to continue operations under circumstances such as the shelter- i n- place situation that of earlier this year. Staff will work with other departments to provide more services using the kiosk. If approved, the hardware will be installed in early 2021 and should be operating before the end of the Q1-2021. Creating online payment portal for locally collected taxes will be a project for the finance staff in 2021. Alternatives Approve the agreement with Cityl3ase, Inc. to purchase a Payment Kiosk witr-- 2 Online Payment Portal Services in an amount not to exceed $38,500 with $1,500 each year for annual maintenance (for 3 years). 1. Action at Village Board. agreementStaff Recommendation Approve the ith CityBase, Inc. to purchase a Payment KioskiOnline Payment Portal Services. ATTACH M E NTS: 9 10 20 Updated CityBase Kiosks Solution for Village of Mt. Prospect.pdf 9 30 20 CityBaseHWPurchase_MtProspectIL v1 bb.pdf 9 30 20 MP Kiosk2 CityBaseMSA_MtProspectlL v1 bb.pdf 9 30 20 MP Kiosk3 CityBaseSaaS_MtProspectlL v1 bb.pdf V? I � MM Ansm CITYBASE �Awwwffm Mt. Prospect, IL Kiosk & Online Payment Updated Proposal owl Proposer CityBase, Inc. Proposer Address 30 N. LaSalle Ave. #3404, Proposal Representative Contact Rob Jorgensen rjorgensen@thecitybase-com 847-477-6226 C] CITYBASE 2 Kiosk & Online Payment Proposal for Village of Mt. Prospect, IL Abu �i ��t C ��ty �,'�,,,,,ase CityBase was founded in 2013 to create technology that improved people's interactions with the public sector. We embrace the challenge that makes government and utilities so unique: serve the entire demographic regardless of their needs and challenges. In 2019, CityBase became a business unit of GTY Technology (GTY), a publicly traded company on NASDAQ. GTY brings leading public sector technology companies together to achieve a new standard in citizen engagement and resource management. Through its six subsidiaries, GTY offers an intuitive cloud -based suite of solutions for state and local governments spanning functions in procurement, payments and digital services, grant management, budgeting, and permitting. CityBase provides a unified, integrated payment platform. Our kiosk solution is backed by the same secure technology as our other payment channel offerings, including point of sale and web payments. We understand that your organization will have unique needs which may also change over time. CityBase technology allows for flexibility in choosing to implement a single payment channel like kiosks, multiple payment channels, or start with one and add more channels in the future. CityBase products include: CityBase Pay • Kiosks • Web +Mobile Payments • Cashiering (also called POS) • Revenue Management CityBase Serve • CityBase Screendoor • Content Management • Online Forms • User Profiles Explore products lore Cit Base a t °t iiiiii �I iiiii� iii��° iiiii u� t °° p y C] CITYBASE 5 oW m uuuuuuuom mumu �vu Outdoor Indoor Cq�FB _.. kdL`tl1L�CpI�'P E„@tl9tl;@C ._ CityBase offers indoor and outdoor kiosk models that accept cash, check and debit/credit card payments. Kiosks provide a 24x7 self-service option for customers paying in person. CityBase kiosks integrate directly to Paymentus to facilitate account lookup and payment postback. Our user -tested kiosk software application includes highly visual instructions that are easy to understand, particularly for customers with low levels of literacy or for whom English is a second language. C] CITYBASE no Increased Revenue, Lowered Costs: Our kiosks make it faster and easier for customers to pay, accelerating revenue collection while reducing overhead costs. Customer and Employee Safety: Accept contactless payments from customers while maintaining social distancing. Typical transactions take less than one minute, allowing customers to avoid lines while easing the burden on your staff. 24/7 service also increases business hours for in-person payers without adding operating costs for you. Innovative Technology: All CityBase solutions are PCI compliant and cloud -based, allowing for seamless updates as we roll out new features. Customer information stays secure, since no information is stored on devices, and transactions are reflected in real-time in your source system. eatu��es Payments that work for everyone • No transaction fees for cash payers • Customers can pay by cash, card, and check • Payments post instantly to avoid late fees or service interruptions Convenient for customers O • Can provide 24/7 service for customer flexibility • < 1 minute transaction times to eliminate lines • Easy account lookup by any available data in your CIS Accessible by design � a I � • Multilingual service, standard in English and Spanish • Research -driven UI for people with vision impairments or low literacy • Kiosks are designed to be ADA compliant Secure transactions • CityBase processes transactions on our secure network • CityBase is a Level -1 PCI compliant payment platform • No customer information is ever stored on kiosk hardware Real-time monitoring and reporting • Payments reflected in real-time for up-to-date revenue management -4ig- • Software is cloud -based and integrated to underlying data sources • We actively monitor live kiosks to alert clients and resolve issues Exceptional Customer Support 00e Ongoing customer support available for you and your customers 24/7 r41 • Extensive staff training on kiosk operation and best practices • Engagement Manager to ensure you meet your project goals. C] CITYBASE 7 uuuuuumul�W6bvts CityBase online payments are a configurable solution that meet the diverse needs of your customers. Customers can make a secure payment toward their utility account through a one-time guest payment or by enrolling in a stored profile. Regardless of how a customer chooses to pay, you'll see all transaction data in the Revenue Management Dashboard, where they can search for transactions in real time. For Mt. Prospect, we can implement our Standard, Guided, and/or our Profile Checkout experiences to leverage recurring payments. t�� IIIIIIII V ffr lY�i� IV VIIIIVI W HIM, J Pustback lnwlvlvly u� I idRmr_� ill, �r viw. . r 0��yumd��l rr/I rr� rrrrrrrrr, mmmmmmmmmmmmmmm API IVI o yy� �� I�.�y;y� �µ�� y�;�m.:�p �9 �,� , , , , , , . System' Yo ul 1 PY„ �1'IIIL"' � ANY s 1 t,e Standard Checkout The standard checkout experience allows customers to make a payment toward their bill without creating or logging into a profile. Customers follow your existing workflow, and seamlessly check out through an integrated payment page on your website. Your customers never leave your web domain. Customers can checkout using credit or debit card or by bank via ACH/eCheck on a payment flow native to the Mt. Prospect website. After a payment is complete, customers will view a confirmation screen and receive a receipt via email. I liiiiii I� ase �� uu��l��ul��ulu��lu��l��u��u�lu��lu��l��u��u�lu��lu��,,,,�,aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa�� JJ��J1��1J��JJ��JJ�JJIJ�J��JJ��JJ�JJIJ�J��JJ�� Ill�l�llll�l��l�iaumm�oi� "^Nlw A NVIu'J"JWDWDWDWDWDWDWDWDWDWDWDWDWDWDWDWDIW i�IIN�P� ^9A" II 'l I u�fl llY IAIIIIIIVI�'IIIII II v. iPl"'w'I � �� '-y.. IJ^ 1Y� jII'�" of i IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII , ; ;,/)� naurwvuaiw�wuuwur�aurwvuaiw�wuuwur�a N 7°°°°°°� naurwvuaiw�wuuwu�aurwvuan�pp, � l000000000000000000000000ilm'�;�� uuuuuuuuuuuuuuuuuuuuuu, IIp r�r�r�r�r�ry a��7mm u�ml�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l�l � .. uuululul Ill�tt Il �rultii Yes °,r I� ril O U r W eb5" I've ciftyBase chei UK,w'OA C] CITYBASE • Guided Checkout The guided checkout experience allows customers to make a payment toward their utility bill without creating or logging into a profile. On your website, customers will look up their account using any data available in your source system, such as account number or address. The lookup will pull real-time data from your CIS to return account details including the current amount due. Customers can checkout using credit or debit card or by bank via ACH/eCheck on a payment flow native to the Mt. Prospect website. After a payment is complete, customers will receive a confirmation message and receipt via email. ---------------------------------------------------------- 6111 �� If �� m ✓�� meeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeea �iiiii� I,iiiiiii�'�y�iuuNiV9Viiumi� Po st 11111a c ;1;11 o, roLiIrce miimm U 0 ILII IIS r r I M; IL o in Prof1 Ile C. JITY 115 Cllei ki�nUt Profile Checkout for Recurring Payments Customers who wish to store preferred payment methods can create a secure user profile on the Mt. Prospect website. The CityBase user profile makes the customer payment experience more personalized, responsive, and convenient. By increasing flexible and seamless payment options for customers, CityBase supports a user profile for invoiceable payments, one-time payments, recurring payments, scheduled payments, and partial payments. The user profile will empower your customers to: • Securely store multiple payment methods and select a preferred option, including debit and credit cards and bank payments by ACH/eCheck • Log in to view their current bill and make a full or partial payment toward their account • Enroll in autopayments for their monthly utility bill Is View past billing history Perform lookup to source system to determine amount due Enable partial or full payment ✓ V V C] CITYBASE 9 Collect payment via credit / debit card or ACH/eCheck Email receipt to customer ✓ ✓ ✓ Research, report, reconcile in Revenue Management Store payment instruments and personal details for future payments AutoPay / Recurring Payments ✓ and The CityBase payment platform is a one-stop shop which allows for a unified and modern experience, for every payment channel, debt type, and tender type. The CityBase Revenue Management Dashboard is a solution for your teams in finance and customer service for research, reporting, and reconciliation. Configurable dashboards allow your staff to track payments in real-time, with custom reports. A user-friendly dashboard shows high-level data reporting across payment channels. This provides information that allows departments within your organization to analyze aggregate transaction data across all departments; department -specific dashboards will include detailed information such as transaction lists, daily payment totals, mobile application usage and more. Tie more data to every transaction. Custom fields track payments in terms that are familiar to your source system. Any data available on the system can be included in the reports. Permission levels ensure the right staff see the right information, and can take action from the same tool. Administrative personnel and end users can generate ad-hoc reports that include state transaction number, date, amount, and more. These reports are created in .csv, .xls or .pdf. It's easy to find a specific payment to see more information. There are multiple ways to search, even with partial information. View real-time results for your search criteria. C] CITYBASE 10 Ewas[,,t :*a i�,,d Search IPaymeints User Setflngs, F 1111 I EH1 iC3 Payment StMUs Test successful). AggregatiDn DaJy DiateRanqe, 7 Days Trainsackion Votume by Tender 570 $2.1 M Total Payments Total Revenue, Trainsackion Volume by Tender 220 F] CITYBASE 11 uuuuuuuuuuum um uuuuuuuuuuuuu u " CityBase is highly experienced in and singularly focused on creating products for local governments and utilities. Our goal is to provide government agencies with the innovative technology required to best serve constituents and make governments more accessible. Our experience in facing the specific challenges of government payments has led us to closely collaborate with and implement solutions for major cities across the U.S., including the City of Chicago, the City and County of San Francisco, and the Consolidated City of Indianapolis and Marion County. Our kiosk clients include EPB Electric Power in Chattanooga, Montgomery Water Works, Indianapolis Power and Light, and Alabama Power, a Southern Company, where we've deployed a kiosk network across the state totaling 80 kiosks, providing indoor and outdoor units covering 80% of the utility service area in Alabama. City and County of San Francisco: Online Payment Services When San Francisco decided to replace their payment technology across the entire city -county, they wanted to ensure that every agency could take payments online while limiting their PCI exposure, and that individual agencies would see that revenue next -day. CityBase partnered with the City and County of San Francisco (CCSF) to digitize payments and services, creating a seamless and consistent payment experience for the residents and businesses they serve. CityBase worked with the Treasurer's Office to prioritize and build each payment solution, including business taxes and property taxes. Using an agile methodology, CityBase met the implementation and go -live schedule of September 2018 to launch more than 20 web payment applications within five months of contracting, ensuring there was no service disruption to their constituents as they retired their existing payment vendor. We continue to bring new payment types and innovative functionality live with the city -county. Recently, we launched our point of sale solution part of the same enterprise payment platform to expand CCSF's intuitive and secure payment options to customers paying in person. C] CITYBASE 12 CityBase hosts all CCSF payments and digital services migrated to the CityBase platform, and assumes all responsibility for maintenance, reliability, PCI compliance, and data encryption functionality of the systems. The solution requires no infrastructure, hardware, or software from CCSF only access to the systems they want exposed. There are no requirements for network connectivity other than browser -based client -facing functionality, while back -end integrations require secured access to those systems. �Ii Payment Stimmary C by<k ? a g,..,.J, a 45789W, ' ii,; k !G 49 892' ir, �f nur WpflwNu (),1120210 1213 �� J ✓�0V""„epic'.. V11 41, (1 Total: S11 CIAG As CCSF's payment facilitator, we overhauled the back -end payment apparatus for better revenue reporting and reconciliation city -county -wide and for each agency. CityBase's reporting tool, the Revenue Management Dashboard, allows CCSF to track payments in real-time and provides custom reports needed to conduct day-to-day business operations. We provide next -day funding to CCSF, and also found ways to save costs on both credit card processing and returned eCheck payments. The User Profile software is powering San Francisco's Health Service System for health, vision, and dental plan payments provided through the City and County. For the first time, San Francisco staff who have retired or are on leave have a secure, self-service profile to manage their health benefits, store preferred payment methods and set automatic recurring payments, and view their upcoming bill and due date. The benefit billing process was formerly manual, requiring beneficiaries to speak to a member of Health Service System staff by phone or in person. Each month, staff manually billed each beneficiary, and contacted cardholders for any necessary updates to their accounts. Processing recurring payments required the work of several analysts each month. Now that process is entirely automated. C] CITYBASE 13 The CityBase User Profile allows residents and businesses to log into a secure profile with their local government. Integrations to various departmental source systems enable a single unified experience for people to access their local services and obligations with their city or county. City of Lawrence, IN: 24/7 Contactless, In -Person Payment Options The City of Lawrence will deploy two CityBase payment kiosks beginning in August 2020, including one that will offer 24/7 service. This implementation was initiated to increase payment choice while reducing risks for Lawrence employees and residents. Before COVID-19 stay-at-home measures, on average 2,000 Lawrence residents paid water bills in person via cashier each month, including 500 cash transactions. By making in-person payments contactless, the City is providing a safe and affordable alternative for its constituents, particularly those who must pay bills in person using cash. Lawrence residents will be able to use the kiosks with a 24/7 self-service option, and pay their bills using cash, card, or check without any added service fees. "This is a new opportunity to help our constituents and employees to stay safe by using CityBase kiosks for bill payment," said Jason Fenwick, Deputy Mayor/Controller/Utility CFO at the City of Lawrence. "It has always been our priority to equally serve every Lawrence resident. We are partnering with CityBase because their technology provides a 24/7 secure, convenient way for the City to serve customers who pay their bills in person, even as the nature of in-person interactions evolve during a pandemic." The new kiosks will enable customers to look up their account information and make full or partial payments toward their city water bill using cash, check, or credit and debit cards. Payments will post instantly via real-time integration with the City's utility billing system, ensuring that account balances are up to date at all times, including for after-hours payments. Customers will have the option to print their receipt, or have it sent via email or SMS text. All kiosk functionality will be available in English and Spanish. Lawrence staff will manage all kiosk transactions through the CityBase Revenue Management Dashboard, which will allow them to see payment trends and other reports, as well as search for a specific customer transaction in real time to provide customer support. Alabama Power Company: Kiosk Network Expansion CityBase began our partnership with Alabama Power Company (APC) in 2016 with kiosks. APC is an innovative utility company that covers 80% of the State of Alabama. Together we are changing the face of utility payments in the State via our large network of payment kiosks. We are leveraging APC's investment in kiosks by expanding service to other regional utilities and broadening their mobile and online payment portal. C] CITYBASE 14 When CityBase first contracted with the investor-owned utility in the Southeast United States, Alabama Power Company, CityBase completed a now -legendary kiosk implementation in six weeks. Covering 80 percent of the state, these payment kiosks increase access to utility services for people who pay their bills in person. The research -driven user interface makes it easy for people to complete transactions quickly, and it is optimized for people with vision impairments or low literacy skills. Kiosks run on secure, cloud -based software so customer payments post to their accounts in real time. 80 total kiosks 34 kiosks that offer 24/7 access The expansive kiosk network is particularly important for people who are cash preferred or un - and underbanked, where in-person payments are the only option to satisfy their monthly bill. For these customers who may be approaching the deadline to pay their bill, a 24/7 kiosk location can mean the difference to avoid facing late fees or service interruption. "It gives those customers a quicker and easier way to make their payments," said an accounting manager at the company. "They can just walk up to the kiosk, make their payment, and know that it's going to process in real time as if they were paying one of the cashiers." U 83% of kiosk customers are repeat users 74% of transactions made on a 24/7 kiosk 437,000 kiosk transactions made in a one-year period Although the kiosks are intuitive to use, CityBase also armed the utility company with training guides for utility staff in customer service, like customer greeters at payment centers. These staff helped their customers get comfortable using the new technology, which accelerated adoption rates. About 83 percent of the kiosk users are now repeat users, up from 64 percent a year ago. "Once the customer uses that kiosk once, they are coming back and using the kiosk the next time they make their payment," the manager said. The kiosks initially took cash and checks. Recently, the client updated several machines to take cards, as well. In the first week of allowing card payments on the kiosks, these machines saw 40% of transactions made by card. C] CITYBASE 15 uuuuuuuum uumuu�i �+ uuuumuum �, IIIA"' uuuum uuuum �ummuu uum uuuum uuuum imp "II uuuuu uuuum uuuuuuuuu uuuumuuuuu �. � uuuuuuu pW� � � � ^il 39 seconds for checks 68 seconds for cash 46 seconds for cards tIIIIIIIIIIII APC has a total of 80 CityBase kiosks across the state of Alabama. With the spread of COVID-19, APC closed all of their physical payment centers in March 2020 to eliminate person-to-person contact among their staff and customers. Building closures left 39 payment kiosks accessible for customers to pay by cash, card, and check 24/7. Even with the reduced kiosk locations, APC saw an unprecedented surge in kiosk volume and new users in the month of April 2020, highlighting that in-person customers are still paying in person amid the spread of COVI D-19. APC kiosk payment volume increased overall by 19%, to 83,900 kiosk transactions in April 2020, up from 70,400 in February 2020 when all payment centers were open. Since building closures made some of their indoor kiosks unavailable to customers, this spike actually represents a 77% increase in payment volume per individual kiosk. Additionally, 19,700 APC customers began using the payment kiosks for the first time, up 97% from new monthly users in February 2020. Providing payment options that work for customers during periods of uncertainty has become an integral part of our clients' business models and CityBase would be honored to assist you in pursuit of this vision. C] CITYBASE 16 • 22" Vertical capacitive touch screen with tempered protecting glass • USB Controller Hi -bright touchscreen display for ease of use in all lighting 40 MEI cash acceptor, 2,200 note capacity Weather -proofed and sealed Pertech 6100 MICR check scanner for initiating ACH transactions 1 0 1 0 Mini USB Swipe Reader • Dual Head • USB 01 01 • Keyboard Emulation • Tracks 1, 2, and 3 • Internal Black & White Thermal POS printer • 203 DPI Resolution 0 Width 80mm standard 0 82.5 and 58mm with paper guide 40 40 • Auto Cutter • Speed 250mm/sec. • 1 D, PDF, QR, and 2D barcodes, from any media, including smart phones • Decode capability reads standard 1 D, PDF, 2D, Postal, QR, OCR symbols Trackball & buttons keep kiosk at optimal height and maintains ADA compliance 0 0 C] CITYBASE 17 uuumuull' um I � II Indoor Kiosk &Online Payments I Outdoor Kiosk &Online Payments Hardware & Software License $35,000 (purchase) Maintenance & $1,500/year in year 1 Support $3,000/year in subsequent years Implementation & I No charge for integration to Tyler Source Integration New World Credit/Debit Card, $1.05/transaction year 1 Check (ACH), $1.10/transaction after year 1 Cash No charge for cash a�iid VIII XVIII"� $38,500 (purchase) $1,500/year in year 1 $3,000/year in subsequent years No charge for integration to Tyler New World $1.05/transaction year 1 $1.10/transaction after year 1 No charge for cash 1. Mt. Prospect pays all credit/debit card processing fees. CityBase will assist Mt. Prospect with leveraging utility pricing programs offered by VISA and MasterCard. Chase will process payments and CityBase will connect to Chase. 2. Kiosk payment terms are net 30 from contract signing. 3. Software applications included: CityBase Kiosk & Online Platforms with CityBase Revenue Management. 4. Service includes: Training and documentation, CityBase Revenue Management Dashboard, 36 month hardware warranty, software updates, Amazon Web Services hosting, Cellular network service costs. 5. Integration/Implementation fees include: Source system integration, software configuration, ACH integration, processing gateway integration, site survey, training, and documentation. 6. Armory: Cash pick up is the responsibility of the client and not included in CityBase's offering. 7. Chargebacks: $20.00/each; Returned checks: $10.00/each. $1 minimum for cards. C] CITYBASE im 8. Proposal based on contract signature by October 31 st, 2020. C] CITYBASE 19 Exhibit A CITYBASE HARDWARE AGREEMENT Sale of Hardware Terms and Conditions These CityBase Sale of Hardware Terms and Conditions, dated as of October 7th, 2020 (this "Agreement"), are by and between CityBase, Inc., a Delaware corporation, having a principal place of business in Chicago, Illinois ("CityBase") and The Village of Mount Prospect, ("Client" and together with CityBase, the "Parties", and each a "Party"). WHEREAS, the Parties have entered into that certain CityBase Master Agreement, dated as of October 7th, 2020 (the "Master Agreement"); WHEREAS, CityBase is in the business of selling the Hardware more fully described herein; and WHEREAS, Client desires to purchase from CityBase, and CityBase desires to sell to Client the Hardware. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Sale of Hardware. CityBase shall sell to Client and Client shall purchase from CityBase the Hardware set forth on Schedule 1 (the "Hardware") in the quantities and at the Prices (as defined in Section 6) and upon the terms and conditions set forth in this Agreement. 2. License. CityBase hereby grants to Client a limited, revocable, royalty -free, non -transferable license to use all CityBase-owned software and other intellectual property relating to the Hardware in a manner consistent with Client's business needs and the terms and conditions of this Agreement. The Parties acknowledge and agree that, during the term of this Agreement, CityBase shall retain all ownership rights related to the software. 3. Delivery. (a) The Hardware will be delivered within a reasonable time after the date of this Agreement. (b) CityBase, or its authorized representative, shall deliver the Hardware to 50 S. Emerson St., Mount Prospect, IL 60056 (the "Delivery Point") using CityBase's standard methods for packaging and shipping such Hardware. (c) If for any reason Client fails to accept delivery of any of the Hardware, or if CityBase, or its authorized representative, is unable to deliver the Hardware at the Delivery Point because Client has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Hardware shall pass to Client; (ii) the Hardware shall be deemed to have been delivered; and (iii) CityBase, at its option, may store the Hardware until Client picks them up, whereupon Client shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 4. Title and Risk of Loss. Title and risk of loss passes to Client upon delivery of the Hardware at the Delivery Point. 5. Inspection and Rejection of Nonconforming Hardware. Hardware Purchase Exhibit 0 07.30.20 20 (a) Client shall inspect the Hardware upon receipt ("Inspection Period"). Client will be deemed to have accepted the Hardware unless it notifies CityBase in writing of any Nonconforming Hardware during the Inspection Period and furnishes such written evidence or other documentation as required by CityBase. "Nonconforming Hardware" means only the following: (i) product shipped is different than identified in this Agreement; or (ii) product's label or packaging incorrectly identifies its contents. (b) If Client timely notifies CityBase of any Nonconforming Hardware, CityBase shall, in its sole discretion, (i) replace such Nonconforming Hardware with conforming Hardware, or (ii) credit or refund the Price for such Nonconforming Hardware. Client shall ship, at its expense and risk of loss, the Nonconforming Hardware to CityBase's facility located at [LOCATION]. If CityBase exercises its option to replace Nonconforming Hardware, CityBase shall, after receiving Client's shipment of Nonconforming Hardware, ship to Client, at Client's expense and risk of loss, the replaced Hardware to the Delivery Point. (c) Client acknowledges and agrees that the remedies set forth in Section 5(b) are Client's exclusive remedies for the delivery of Nonconforming Hardware. Except as provided under Section 5(b), all sales of Hardware to Client are made on a one-way basis and Client has no right to return the Hardware purchased under this Agreement to CityBase. 6. Price. Client shall purchase the Hardware from CityBase at the price (the "Price") set forth in Schedule 1. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Client. Client shall be responsible for all such charges, costs and taxes; provided, that, Client shall not be responsible for any taxes imposed on, or with respect to, CityBase's income, revenues, gross receipts, personnel or real or personal property or other assets. Furthermore, all Prices are exclusive of utility payments (i.e., electricity bill) and any other similar payments imposed by a utility provider. Client shall be responsible for all such charges and costs. 7. Payment Terms. Client shall pay all invoiced amounts due to CityBase within thirty (30) days from the date of CityBase's invoice. Client shall make all payments hereunder in US dollars. Client shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. 8. Warranties. (a) CityBase warrants to Client that for a period of thirty-six (36) months from the date of shipment of the Hardware ("Warranty Period"), such Hardware will (i) conform to the specifications set forth in Schedule 1 and will be free from defects in material and workmanship. This warranty does not cover lost or physical damage to Hardware. CityBase will not be responsible for any Hardware that reaches "End of Life". Client may purchase an extended warranty prior to the purchase of any Hardware. (b) EXCEPT FOR THE WARRANTY SET FORTH 1N SECTION 8(A), CITYBASE MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE HARDWARE, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. (c) Products manufactured by a third party ("Third -Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Hardware. Third -Party Products are not covered by the warranty in Section 8(a). For the avoidance of doubt, CITYBASE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD -PARTY PRODUCT, Hardware Purchase Exhibit 0 07.30.20 21 INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. (d) CityBase shall not be liable for a breach of the warranty set forth in Section 8(a) unless: (i) Client gives written notice of the defect, reasonably described, to CityBase within thirty (30) days of the time when Client discovers or ought to have discovered the defect; (ii) CityBase is given a reasonable opportunity after receiving the notice to examine such Hardware and Client (if requested to do so by CityBase) returns such Hardware to CityBase's place of business at CityBase's cost for the examination to take place there; and (iii) CityBase reasonably verifies Client's claim that the Hardware are defective. (e) CityBase shall not be liable for a breach of the warranty set forth in Section 8(a) if: (i) Client makes any further use of such Hardware after giving such notice; (ii) the defect arises because Client failed to follow CityBase's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Hardware; or (iii) Client alters or repairs such Hardware without the prior written consent of CityBase. (f) Subject to Section 8(d) and Section 8(e) above, with respect to any such Hardware during the Warranty Period, CityBase shall, in its sole discretion, either: (i) repair or replace such Hardware (or the defective part) or (ii) credit or refund the price of such Hardware at the pro rata contract rate provided that, if CityBase so requests, Client shall, at CityBase's expense, return such Hardware to CityBase. (g) THE REMEDIES SET FORTH IN SECTION 8(f) SHALL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND CITYBASE'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 8(a). 9. Indemnification. CityBase shall indemnify, defend and hold harmless Client and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, from any claim of a third party arising out of or occurring in connection with the Hardware or CityBase's gross negligence or willful misconduct. CityBase shall not enter into any settlement without Client's prior written consent. Hardware Purchase Exhibit 0 07.30.20 22 IN WITNESS WHEREOF, the parties hereto have caused this Sale of Hardware Terms and Conditions to be executed as of the date first written above by their respective officers thereunto duly authorized. CITYBASE, INC. By Name: Title: THE VILLAGE OF MOUNT PROSPECT itz Name: Title: Hardware Purchase Exhibit vl 07.30.20 23 SCHEDULE I - Product Sheet I. Pricing - Hardware Purchase Products Qty Unit Total Fees Notes $1.05 per transaction Citybase Credit/Debit Card & eCheck/ACH Transaction Fee - Years 2-3 (Invoiced Monthly) Price Cit Base Cash Transaction Fee $0.00 Kiosk (Outdoor) and 3 Year Software 1 $381500 $ 38,500 Invoiced upon Subscription Fee execution Kiosk - Maintenance & Support Fee - Year 1 1 $ 1,500 $ 11500 Invoiced upon execution Initial Fees $ 40,000 Kiosk - Maintenance & Support Fee - Years 1 $ 300 $ 3,000 Invoiced in 2-3 advance Annual Fees $ 3,000 Other Products /Services Fees Implementation/Integration 1 (one) integration included /Outlined in SOW Citybase Credit/Debit Card & eCheck/ACH Transaction Fee -Year 1 Invoiced Monthly) $1.05 per transaction Citybase Credit/Debit Card & eCheck/ACH Transaction Fee - Years 2-3 (Invoiced Monthly) $1.10 per transaction Cit Base Cash Transaction Fee $0.00 Char ebacks $15.00/each Returned Checks $2.00 /each O tional: check verification $0.40 /transaction 1. Payments: a. Hardware Products — Kiosk Purchase - Initial Fees: $ 381500 1. One-time fees Timing % Due Amount Due Invoiced on January 15, 2021 100% $ 38,500 Hardware Purchase Exhibit 0 07.30.20 24 ii. b. Hardware Products —Maintenance &Support -Annual Fees: $ 1,500 1. First Year Fees Timing % Due Amount Due Invoiced on January 15, 2021 100% $ 11500 2. Subsequent Years (Year 2 and Year 3) will be invoiced annually C. Other Products / Services — Fees: Calculated Monthlv Timing % Due Amount Due Invoiced Monthly 100% Calculated monthly 3. Payment Processing and Merchant Services: CityBase will connect to Client's existing payment processor to process credit/debit card payments. CityBase will charge a transaction fee for credit/debit card and check/ACH transactions. Client is responsible for all card processing fees. a. Transaction Fee: CityBase will charge Client $1.05 for each credit/debit card and check/ACH transaction in the first year, and $1.10 in subsequent years. Citybase will bill Client directly for all credit/debit and check/ACH transactions via a monthly invoice for transactions incurred in the prior month. There is no additional charge for cash transactions. 4. Shipping Cost: Hardware shipping costs are excluded and will be invoiced upon shipment of the Hardware. Estimated shipping cost $ 825.00 per kiosk. 5. Hardware Replacement: New hardware incurs new implementation cost after the initial 3 -year initial term of the agreement. Devices that malfunction are repaired or replaced free of charge for the initial term of the agreement. The Client may purchase an extended warranty at the end of the initial term, or the Client can be billed for service calls and devices that malfunction as repairs are needed. 6. Armored Car Service: Costs, including billing, logistics and management are the responsibility of the Client. 7. Consulting Services: A rate of $ 195.00 per hour will be charged for time associated with work considered outside the agreed upon Statement of Work (SOW). A Change Request Order must be completed and executed by both parties in order to invoke the use of Consulting Services. All costs will be outlined in the Change Request Order. Hardware Purchase Exhibit 0 07.30.20 25 II. Hardware and Device specifications a, Kiosk Specifications iiiiiiiiiiiiiiiiiiiiiillillillillillillilliillillillillillillilliillillillillilillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillillililllillillillillillillilliillillillillillillilliillillillillillillilliillilI Robust Floor Standing Kiosk. Powder coated steel body. Stainless Steel Kiosk Enclosure Poles. Outdoor kiosk adds HVAC, weather gaskets, heavy steel enclosure, and fixture for securing to concrete below. 19" Touch screen with tempered protecting glass. USB Controller. Touch Screen Outdoor includes hi -bright touchscreen display for ease of use in all lighting scenarios. Cash Acceptor MEI cash acceptor, 2,200 note capacity. Outdoor cash acceptor is weather proofed and sealed Check Reader MagTek MICR check scanner for initiating ACH transaction. Credit Card Mini USB Swipe Reader (Dual Head, USB, Keyboard Emulation and Tracks 1, 2 and 3) Internal Black & White Thermal POS printer; 203 DPI Resolution; Width Receipt Printer 80mm standard; 82.5 and 58mm with paper guide; Auto Cutter; Speed 250mm/sec. 1 D, PDF and 2D bar codes, from any media, including smart phones. Scanner Decode Capability Reads standard 1 D, PDF, 2D, Postal, QR and OCR symbols. ADA Compliance p Trackball and buttons keeps kiosk height comfortable while maintaining ADA compliance. Hardware Purchase Exhibit vl 07.30.20 26 SCHEDULE 2 SERVICE LEVEL AGREEMENT HARDWARE SUPPORT SLA • CityBase provides hardware support from 7:00 am - 4:00 pm CST. Any hardware related issue occurring post 4:00pm CT will be addressed next business day, unless defined as major severity. • Payment channels are defined as: kiosk, web, mobile, and cashiering. • CityBase determines severity level. • If it is determined that a device requires onsite repair or replacement then General Support SLAs do not apply. Client can request a CityBase employee onsite at their cost. • See SLAs for onsite device repair or replacement below. • All shipping related to hardware is standard grounding shipping. Expedited shipping is available at cost to Client. • CityBase is not responsible for hardware issues related to the moving of equipment. If the Client wishes to move equipment, the task must be performed by a vendor approved by CityBase. • CityBase is not responsible for hardware issues related to altering the environment where the kiosks are placed. This includes adding or removing physical structures in the proximity of the kiosk. Any changes to kiosk surroundings require review from CityBase to approve the Site where the kiosks are placed. • A Site Survey is required and all travel must be paid for by the client prior to the move and approval of the new location. If the above is not met the client is required to sign a document stating they are voiding all warranty rights and agree to cover all troubleshooting/site visits/onsite customer service costs. Severity Level Definition Acknowledge receipt Provide ongoing Work around, update or of reported issue or updates; provide repair / replacement of error resolution/work hardware around when possible; document corrective action plan Force Catastrophic damage or loss N/A N/A N/A Majeure of devices Major (onsite Critical device failure 30 minutes Daily - 1 business day 2 business days for support) onsite service' Medium One (1) device not 2 hours 1-2 business days 3-4 business days responding or operating properly Low Add or remove users 4 hours As needed 7-10 business days Incidents are tracked via a Customer Support ticket that documents all activity through the resolution of an issue. I' Timeline for onsite visit of two business days begins after acknowledged receipt of reported issue or error followed by discussion with client to confirm whether onsite is needed and coordination of schedules. Hardware Purchase Exhibit 0 07.30.20 27 SOFTWARE SUPPORT SLA • CityBase provides software support from 9:00 am - 5:00 pm CST. • Payment channels are defined as: kiosk, web, mobile, point-of-sale, and IVR. • CityBase determines severity level. • Stated SLAs do not apply outside of regular business hours, except for Critical issues which will be addressed on a 24x7 basis. Severity Level Definition Acknowledge receipt Provide ongoing Time to resolution or of reported issue or updates; provide path to resolution error resolution/work around when possible; document corrective action plan Force Catastrophic damage or loss N/A N/A N/A Majeure of devices Critical Critical functionality cannot 30 minutes, 24x7 2 -hours, 24x7 8 hours, 247 be completed across all users. Examples: Payment channel is unavailable, no forms can be submitted, system cannot be accessed. Major Critical functionality cannot 2 hours 4 -hours 48 hours be completed across a significant number of users. Business process cannot be completed by the customer. Examples: Unable to complete reconciliation, unable to issue refunds, postback to source system is failing. Medium System issue is impacting 4 hours 24 -hours 72 hours critical functionality where there is a reasonable workaround available. Minor Minor issues that do not 4 hours N/A As appropriate impact critical functionality. Hardware Purchase Exhibit vl 07.30.20 SCHEDULE 3 — STATEMENT OF WORK STATEMENT OF WORK (SOW) —TBD Hardware Purchase Exhibit vl 07.30.20 29 CityBase Master Agreement This Master Agreement (this "Agreement"), dated as of October 7th, 2020 (the "Effective Date"), is by and between CityBase, Inc., a Delaware corporation, having a principal place of business in Chicago, Illinois ("CityBase") and The Village of Mount Prospect, ("Client") and together with CityBase, the "Parties", and each a "Party". WHEREAS CityBase has the capability and capacity to provide certain software and/or hardware services more fully described herein; and WHEREAS Client desires to retain CityBase to provide the said services, and CityBase is willing to perform such services under the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CityBase and Client agree as follows: 1. Software Services/Licenses. CityBase, or its affiliates, shall provide to Client the services (the "Services") set out in one or more statements of work attached hereto as Exhibits. Additional Statements of Work shall be deemed issued and accepted only if signed by CityBase and Client. 2. Hardware. From time to time, CityBase may sell or lease to Client and Client may purchase or rent from CityBase certain hardware (the "Hardware") set forth on the Hardware Agreement and applicable Product Sheet attached hereto as Exhibits in the quantities and prices and upon the terms and conditions set forth in the applicable Product Sheet and this Agreement. 3. CityBase Obligations. CityBase shall: 3.1 Designate employees that it determines, in its sole discretion, to be capable of filling the following position: 0) A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the "CityBase Representative"). 3.2 Make no changes in CityBase Representative except: (a) Following reasonable notice to Client. (b) Upon the resignation, termination, death or disability of an existing CityBase Representative. 4. Client Obligations. Client shall: 4.1 Designate one of its employees to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the "Client Contract Manager"), with such designation to remain in force unless and until a successor Client Contract Manager is appointed. 4.2 Require that the Client Contract Manager respond promptly to any reasonable requests from CityBase for instructions, information, or approvals required by CityBase to provide the Services. Master Agreement vl 5.10.20 30 4.3 Cooperate with CityBase in its performance of the Services and/or sale of the Hardware and provide access to Client's premises, employees, contractors, and equipment as required to enable CityBase to provide the Services and/or the Hardware. 4.4 Take all steps necessary, including obtaining any required licenses or consents, to prevent Client - caused delays in CityBase's provision of the Services. 5. Fees and Expenses. 5.1 In consideration of the provision of the Services and/or the sale or lease of the Hardware by CityBase and the rights granted to Client under this Agreement, Client shall pay the fees set out in the applicable Product Sheet. Payment to CityBase of such fees and the reimbursement of expenses pursuant to this Section 5 shall constitute payment in full for the performance of the Services and/or the sale or lease of the Hardware. Unless otherwise provided in the applicable Product Sheet, said fee will be payable within thirty (30) days of receipt by the Client of an invoice from CityBase. 5.2 Client is a governmental entity and is thus exempt from local, state and federal taxes and will not be responsible for any taxes charged or levied on CityBase as a result of this Agreement. 5.3 Except for invoiced payments that the Client has successfully disputed, all late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. 6. Limited Warranty and Limitation of Liability. 6.1 CityBase warrants that it shall perform the Services: (a) in accordance with the terms and subject to the conditions set out in the respective Product Sheet and this Agreement; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 6.2 If applicable, CityBase warrants that it shall provide the Hardware in accordance with the hardware warranty as set forth in Exhibit A attached hereto. 6.3 CityBase's sole and exclusive liability and Client's sole and exclusive remedy for breach of this warranty shall be as follows: (a) CityBase shall use reasonable commercial efforts to promptly cure any such breach; provided, that if CityBase cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Client's written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 9.2. (b) In the event the Agreement is terminated pursuant to Section 9, CityBase shall within thirty (30) days after the effective date of termination, refund to Client any fees paid by the Client as of the date of termination for the Service, the Hardware, or Deliverables, less a deduction equal to the fees for receipt or use of such Deliverables, Hardware, or Service up to and including the date of termination on a pro -rated basis. Master Agreement 0 5.10.20 31 (c) The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Client. 6.4 CITYBASE MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 6. 11 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, ARE EXPRESSLY DISCLAIMED. 7. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of CityBase in the course of performing the Services, including any items identified as such in the Product Sheet (collectively, the "Deliverables") shall be owned by CityBase. CityBase hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non -transferable, non- sublicensable, fully paid-up, royalty -free and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services. 8. Confidentiality. From time to time during the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), non- public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 8; (b) is or becomes available to the Receiving Party on a non -confidential basis from a third -party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. 9. Term. Termination. and Survival. 9.1 This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of three (3) years, unless sooner terminated pursuant to Section 9.2 or Section 93. Master Agreement 0 5.10.20 32 9.2 Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party") if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 9.3 Notwithstanding anything to the contrary in Section 9.2(a), CityBase may immediately terminate this Agreement before the expiration date of the Term if Client (a) fails to pay any amount within ten (10) days of such payment being due hereunder; or (b) engages in any other disruptive acts or omissions adverse to the Services or CityBase's business. 9.4 Upon the expiration or earlier termination of this Agreement, Client shall promptly return all Hardware to CityBase. Client shall be responsible for payment of all shipping costs and any travel costs associated with the removal and return of such Hardware. 9.5 The rights and obligations of the parties set forth in this Section 9, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. 10. Payment Processing. The Parties hereby acknowledge and agree to the payment processing terms and conditions set forth in Exhibit B, which are incorporated herein by reference. 11. Limitation of Liabilitv. 11.1 IN NO EVENT SHALL CITYBASE BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CITYBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 11.2 IN NO EVENT SHALL CITYBASE' S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CITYBASE PURSUANT TO THIS AGREEMENT. Master Agreement 0 5.10.20 33 12. Compliance with Law. Client is in compliance with and shall comply with all applicable laws, regulations and ordinances. Client has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. 13. Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Exhibit A or Product Sheet, the terms and conditions of this Agreement shall supersede and control. 14. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a "Notice", and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 14. Notice to Client: 50 S. EMERSON STREET MOUNT PROSPECT, IL 60056 Attention: Notice to CityBase: 30 N. LASALLE STREET SUITE 3400 CHICAGO, IL 60602 Attention: Mike Duffy, Chief Executive Officer 15. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 16. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. 17. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 18. Non -Solicitation. During the term of this Agreement and for one (1) year thereafter, Client shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person or persons) for employment or engagement as an Master Agreement 0 5.10.20 34 independent contractor any person employed or engaged by CityBase and involved in any respect with the Services or the performance of this Agreement. 19. Assignment. Neither Party may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided that CityBase shall have the right to assign its rights and obligations hereunder to its parent, subsidiary, or affiliate or a successor (including any successor through merger, consolidation or any other form of acquisition resulting in a change of control of CityBase) upon notice to Client. Any purported assignment of rights in violation this Section is null and void. 20. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns. 21. Relationship of the Parties. The relationship between the parties is that of independent contractors. The details of the method and manner for performance of the Services by CityBase shall be under its own control, Client being interested only in the results thereof. CityBase shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give the Client the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 22. No Third -Party Beneficiaries. Subject to any indemnification provided for in the applicable Exhibit A, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 23. Choice of Law. This Agreement and all related documents including all Statements of Work, exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois. 24. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all Statements of Work, exhibits, schedules, attachments and appendices attached to this Agreement, and all contemplated transactions, in any forum other than a court of competent jurisdiction in Cook County, Illinois. 25. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 26. Force Majeure. Neither Party shall not be liable or responsible to the other Party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of CityBase including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock -outs, strikes or other labor disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate Master Agreement 0 5.10.20 35 or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of fourteen (14) days, Client shall be entitled to give notice in writing to CityBase to terminate this Agreement. 27. Publicity. Client grants the right to Citybase the right to publicly disclose the fact that Client is using Services for Citybase's advertising and other promotional proposes. 28. Authorized Reseller Status; Option to Purchase Affiliate Products. Citybase is a subsidiary of GTY Technology Holdings Inc. ("GTY") and an authorized reseller of products and services produced and provided by other subsidiaries of GTY (such subsidiaries, "Citybase Affiliates"). These products and services include software -as -a -service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software -as-a-service platform, software solutions for grants management and indirect cost reimbursement and related implementation and consulting services, software tools to streamline permitting and licensing services, and additional web - based budgeting preparation, performance, management and data visualization solutions ("Affiliate Products"). Citybase Affiliates include Bonfire Interactive Ltd., Bonfire Interactive US Ltd., eCivis Inc., Questica Ltd., Questica Software Inc., Open Counter Enterprise Inc. and Sherpa Government Solutions LLC. In addition to the products and services that are the subject of this Agreement, Client has the option to purchase from either Citybase, as an authorized reseller, or Citybase Affiliates, Affiliate Products on terms and conditions, including pricing, to be agreed upon in writing by Client and Citybase or Client and the applicable Citybase Affiliate. [SIGNATURE PAGE FOLLOWS] Master Agreement 0 5.10.20 36 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers. THE VILLAGE OF MOUNT PROSPECT By Name: Title: CITYBASE, INC. By Name: Title: Master Agreement 0 5.10.20 37 EXHIBIT A CITYBASE HARDWARE AGREEMENT See attached Master Agreement vl 5.10.20 W EXHIBIT B PAYMENT PROCESSING TERMS AND CONDITIONS The Parties acknowledge and agree that the following payment processing terms and conditions apply to CityBase Master Services Agreement, dated October 7th, 2020 (the "Master Agreement"), and are attached hereto and incorporated into the Master Agreement: X Payment Gateway— Client has an existing relationship with a payment processor and the terms and conditions of Client's relationship with such payment provider shall apply. ❑ Payment Facilitator— CityBase shall use First Data to pass payment processing transaction to Client. The terms and conditions of that certain Tri -Party Agreement with First Data, attached hereto as Schedule 1, shall apply. Master Agreement 0 5.10.20 39 EXHIBIT C CITYBASE SOFTWARE AS A SERVICE AGREEMENT See attached Master Agreement vl 5.10.20 We Exhibit C CITYBASE SOFTWARE AS A SERVICE AGREEMENT Software Terms and Conditions This CityBase Software as a Service Agreement (this "Agreement") is made and entered into as of the 7th day of October, 2020 (the "Effective Date"), by and between THE VILLAGE OF MOUNT PROSPECT ("Client"), and CITYBASE, INC., a Delaware corporation, having its principal place of business in Chicago, Illinois ("CityBase"). Client and CityBase are hereinafter sometimes referred to individually as a "Party" or collectively as the "Parties". The Parties have entered into that certain CityBase Master Agreement, dated as of October 7th, 2020 (the "Master Agreement"). Client desires to engage CityBase to provide certain services as more fully described on Schedule 1 attached hereto (the "Services") and CityBase has agreed to furnish the Services in accordance with the terms and conditions as set forth below. 1. Engagement. Client hereby engages CityBase, and CityBase hereby agrees to perform the Services, as well as such other services as may be requested by Client from time to time, in accordance with the provisions of this Agreement. 2. Payment. Client shall pay CityBase the fees set forth and in accordance with the terms on Schedule 1 attached hereto (the "Fees"). All amounts payable to CityBase under this Agreement shall be paid by Client to CityBase in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). Any fees for additional services requested by Client shall be invoiced separately and are not included in the Fees listed on Schedule 1. 3. Changes to Services. CityBase reserves the right, in its sole discretion, to make any changes to the Services that it deems reasonably necessary to comply with applicable law. CityBase may also request changes to the Services in order to maintain or enhance: (a) the quality or delivery of the Services or (b) the Services' cost efficiency or performance. The Parties shall evaluate, and, if agreed, implement all such requested changes in a written amendment. 4. Access and Use; Use Restrictions. (a) Subject to and conditioned on Client's payment of the Fees and compliance with all other terms and conditions of this Agreement, CityBase hereby grants Client a non-exclusive, non -transferable right to access and use the Services, during the Term, solely for use by Client and Client's Permitted Users in accordance with the terms and conditions herein and any additional terms applicable to Permitted Users. Such use is limited to Client's internal use. "Permitted Users" shall mean (i) a person authorized by Client to access and use the Services, including any Client employee, contractor, agent or any other individual or entity authorized by Client; (ii) and users of Client's services. (b) Client shall not permit any other person or entity (other than a Permitted User) to access or use the Services. Without limiting the generality of the foregoing, Client shall not, except as this Agreement expressly permits, (i) copy, modify, or create derivative works or improvements of the Services, (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source Software as a Service Exhibit v2 5.28.20 41 code used in the Services, in whole or in part, or (iii) bypass or breach any security device or protection used by or in conjunction with the Services. (c) Client may only use the Services strictly in accordance with all applicable laws, including, without limitation, data privacy and security laws, any supporting materials provided by CityBase, and any other restrictions and requirements set forth herein. CityBase shall not be responsible for Client's or Client's Permitted Users' use of the Services. CityBase reserves the right at any time with notice to Client to suspend access to the Services by Client or Permitted Users in the event that CityBase reasonably believes such party or person is accessing or using the Services in breach of, or is otherwise not in compliance with, any of the terms or conditions of this Agreement. In no event shall CityBase be required to monitor or supervise the use of the Services by Client or Permitted Users and compliance with the terms of this Agreement by each of Client and Permitted Users shall at all times be and remain Client's responsibility. 5. Obligations of the Parties. (a) CityBase shall perform the Services in a professional and workmanlike manner. CityBase shall use only competent personnel under the supervision of, and in the employment of, CityBase (or CityBase authorized subcontractors) to perform the Services. CityBase shall commit adequate resources to allow timely completion of the Services. (b) Client is responsible and liable for all uses of the Services resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Permitted Users, and any act or omission by a Permitted User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. (c) CityBase acknowledges and agrees that CityBase shall be deemed at all times to be an independent contractor and is wholly responsible for the manner in which it performs the Services. CityBase will not respresent or hold itself out to an employee of Client at any time. CityBase shall not have employee status with Client, nor be entitled to participate in any plans, arrangements or distributions by Client pertaining to or in connection with any retirement, health or other benefits that Client may offer its employees. CityBase is responsible for the acts and omissions of itself, its employees and its agents. CityBase shall be responsible for all obligations and payments, whether imposed by federal, state, or local law, including, but not limited to FICA, income tax withholdings, unemployment compensation, insurance, and other similar responsibilities related to CityBase performing the Services, or any agent or employee of CityBase providing same, if applicable. Any terms in this Agreement referring to direction from Client shall be construed as providing for direction as to policy and the result of CityBase's work only, and not as to the means by which such a result is obtained. Client does not retain the right to control the means or the method by which CityBase performs any services under this Agreement. 6. Limited Warranty; Disclaimer of Warranties. (a) CityBase warrants that the Services will substantially perform according to written specifications provided by CityBase from time to time, which maybe updated in CityBase's sole discretion. (b) EXCEPT AS SET FORTH IN SECTION 6(a), ALL SERVICES ARE PROVIDED "AS IS." CITYBASE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON - INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Software as a Service Exhibit v2 5.28.20 42 7. Ownership Rights. (a) All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of CityBase in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the "Deliverables") shall be owned by CityBase. CityBase hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non -transferable, non- sublicens able, fully paid-up, royalty -free and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services. (b) Client acknowledges that, as between Client and CityBase, CityBase and its licensors own all right, title and interest, including all intellectual property rights, in and to the Services, all underlying software for the Services, and any and all intellectual property provided to Client or any Permitted User in connection with the foregoing ("CityBase IP"). If Client or any of its employees or contractors sends or transmits any communications or materials to CityBase suggesting or recommending changes to CityBase IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like ("Feedback"), CityBase is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to CityBase on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and CityBase is free to use, without any attribution or compensation to Client or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although CityBase is not required to use any Feedback. 8. Indemnity. CityBase shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client resulting from any third -party claim, suit, action, or proceeding ("Third -Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's valid U.S. patent or copyright, provided that Client promptly notifies CityBase in writing of the claim, cooperates with CityBase, and allows CityBase sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Client agrees to permit CityBase, at CityBase's sole discretion, to (i) modify or replace the Services, or component or part thereof, to make it non -infringing, or (ii) obtain the right for Client to continue use. If CityBase determines that neither alternative is reasonably available, CityBase may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client. This Section will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by CityBase or authorized by CityBase in writing; (ii) modifications to the Services not made by CityBase; (iii) failure to timely implement any modifications, upgrades, replacements or enhancements made available to Client by or on behalf of CityBase; or (iv) any other Client materials. THIS SECTION SETS FORTH CLIENT'S SOLE REMEDIES AND CITYBASE' S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Software as a Service Exhibit v2 5.28.20 43 9. Damages. IN NO EVENT WILL CITYBASE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF CITYBASE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO CITYBASE UNDER THE MASTER AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 10. Data and Privacy Obligations. (a) The Parties acknowledge and agree that each Party is responsible for ensuring the integrity of all data, including Personal Data, information and material ("Client Data") provided by Client and its Permitted Users through the Services. "Personal Data" means any information relating to an identified or identifiable natural person ("Data Subject") that enables a Data Subject to be identified or separated from a larger group of people, directly or indirectly, in particular by reference to an identifier or data element. Some Personal Data can directly identify a Data Subject, such as someone's name, email address, driver's license number or credit card number. Other Personal Data can indirectly identify a Data Subject by itself, or when combined with other indirect Personal Data, such as one's date of birth or gender. (b) Client hereby grants CityBase access to use the Client Data solely for providing the Services hereunder and to support Client's use of the same. Client is responsible for all activities that occur in Client's account(s). Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Each Party shall use its best efforts to prevent unauthorized access to, or use of, the Services, and notify the other Party promptly of any unauthorized access or use. CityBase is not responsible for any damages resulting from the loss, misuse or disclosure of Client Data, regardless of the reason for such loss, unless such loss is due to intentional misconduct or grossly negligent conduct on the part of CityBase. Client hereby grants to CityBase the royalty free right and license to develop De -identified Data using the Client Data, Client's use of the Services, and to use and otherwise freely exploit such De -identified Data. "De -identified Data" is information that has been stripped of information that is unique to and could be used to identify a particular individual, facility, Client or product or service of Client. (c) CityBase shall have no obligation to monitor Client's use of the Services, or any third party's use of Client Data, or any other content provided or distributed by others. Nevertheless, CityBase may at any time, without prior notice or liability to Client, remove from public view, disconnect, or terminate Services or the hosting of any of Client's Data or other content that CityBase deems to be offensive, illegal, or in violation of any CityBase policy for (a) Client's noncompliance with or material breach of any of the terms and conditions of this Agreement, or (b) for claims made by third parties against CityBase that Client or any of its users has engaged in any of the above practices. (d) CityBase shall have a right to audit Client's compliance with the terms of this Agreement and restrictions on access granted hereunder. Client permits CityBase to access the administrative features of Client's Services to establish Client's compliance with this Agreement. Software as a Service Exhibit v2 5.28.20 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CLIENT: CITYBASE: THE VILLAGE OF MOUNT PROSPECT CITYBASE, INC. By: Name: Title: By: Name: Title: Software as a Service Exhibit v2 5.28.20 45 SCHEDULE 1 PRODUCT SHEET I. Services Details Software as a Services (SaaS) - Subscription Qty Unit Price Total Fees Notes CityBase Payment Platform -Online Payments 1 - Char ebacks $ 15.00/each Revenue Management - SaaS 1 - - Included Monthly Software Fees $ 0.00 Other Products /Services Fees Implementation/Integration 1 (one) Integration included Included /Outlined in SOW Citybase Credit/Debit Card & eCheck/ACH Transaction Fee -Year 1 Invoiced Monthly) $1.05 per transaction Citybase Credit/Debit Card & eCheck/ACH Transaction Fee - Years 2-3 (Invoiced Monthly) $1.10 per transaction Char ebacks $ 15.00/each Returned Checks $2.00 /each O tional: check verification $0.40 /transaction 1. Payments: a. Monthly Fees — Citybase Transaction Fee (per actual monthly transactions) L 2. Payment Processing and Merchant Services: CityBase will connect to Client's existing payment processor to process credit/debit card payments. CityBase will charge a transaction fee for credit/debit card and check/ACH transactions. Client is responsible for all card processing fees. a. Transaction Fee: CityBase will charge Client $1.05 for each credit/debit card and check/ACH transaction in the first year, and $1.10 in subsequent years. Software as a Service Exhibit v2 5.28.20 M Timing % Due Amount Due Invoiced monthly 100% Based on actual transaction volume L 2. Payment Processing and Merchant Services: CityBase will connect to Client's existing payment processor to process credit/debit card payments. CityBase will charge a transaction fee for credit/debit card and check/ACH transactions. Client is responsible for all card processing fees. a. Transaction Fee: CityBase will charge Client $1.05 for each credit/debit card and check/ACH transaction in the first year, and $1.10 in subsequent years. Software as a Service Exhibit v2 5.28.20 M Citybase will bill Client directly for all credit/debit and check/ACH transactions via a monthly invoice for transactions incurred in the prior month.There is no additional charge for cash transactions. 3. Consulting Services: A rate of $ 195.00 per hour will be charged for time associated with work considered outside of the agreed upon Statement of Work (SOW). A Change Request Order must be completed and executed by both parties in order to invoke the use of Consulting Services. All costs will be outlined in the Change Request Order. Software as a Service Exhibit v2 5.28.20 M