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HomeMy WebLinkAbout8923 - Informal Amendment 1 Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 Christina Dormady 8923 Pre-paid Utilities Services - Amendment 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND EXCELERON SOFTWARE, LLC. 8923 THIS FIRST AMENDMENT TO CONTRACT 8923 (this “Amendment”) by and between the City of Denton, Texas (“City”) and EXCELERON SOFTWARE, LLC. (“Contractor”) to that certain contract executed on November 19, 2025, in the original not- to-exceed amount of $15,460,605.23 (the “Agreement”); for services related to the Prepaid Utilities Services. WHEREAS, this amendment incorporates any previously executed documents between the parties, including but not limited to pricing adjustments. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The City and Contractor will evaluate the fee performance as agreed on Exhibit “A” of this Amendment after six (6) months to determine if it sufficiently funds the transaction fees. If there are no changes to the fees, the City and Contractor may move to an annual review at the election of the City. The City may require updates to the fee exhibit from time to time, depending on information provided by third parties. Contractor agrees to amend the fee exhibit promptly upon notice by the City. 2. The additional goods/services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for goods/services related to the pricing for processing payments for the City of Denton are hereby authorized to be performed by Contractor. For and in consideration of the additional goods/services to be performed by Contractor, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A”. 3. Amend language in Section 2.4 and Section 12, as defined in Exhibit “B”. 4. The addition of Exhibit “C”, Supplemental Terms and Conditions for Payment Processing 5. The addition of Exhibit “D”, Supplemental Terms and Conditions for Exceleron’s CheckOut Payment Service. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 2 IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ “CONTRACTOR” EXCELERON SOFTWARE, LLC. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “BUYER” CITY OF DENTON By: _____________________________ AUTHORIZED SIGNATURE, TITLE Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 Chief Operating Officer Antonio Puente, Jr. DME General Manager Electric 8/25/2026 Buyer Please find the pricing for processing payments for the City of Denton. Service Fee: 1.55% paid by customer Denton will pay $0.45 per card transaction to Exceleron E-Check: $0.30 per transaction Cash Payments: $1.50 per transaction paid by customer Start Date is October 1, 2026 Please let me know if you have any questions. Regards, Ted Ted Vann SVP Sales & Client Services Exceleron (m) 214-763-1519 ted.vann@exceleron.com http://www.exceleron.com/ Exhibit A Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 1 Exhibit B A. The definition for “MyUsage Prepaid Software” is replaced in its entirety and amends Section 1 as follows: “MyUsage Prepaid Software” or “Software” means that certain Exceleron software called MyUsage Prepaid, Prepaid Account Management System or other Exceleron software called MyUsage that is used to provide the Services. B. The following new Definitions shall amend Section 1 and be incorporated into the Agreement: “Potential Participating Customer” means an end-customer of the Customer. “Services” means any services provided pursuant to this Agreement, including training, support and other services. C. Section 2.4 is hereby amended to include the following at the end of the section: Exceleron shall be free (during and after the term hereof) to use non-identifiable derivative and aggregate data to improve and enhance the Software and related services and for other development, diagnostic and corrective purposes in connection with the Software, related services and other Exceleron offerings. Customer is responsible for the security of Customer Data, including all Customer Data that Exceleron possesses or otherwise stores, processes, or transmits on Customer’s behalf. Exceleron will provide Customer with its annual PCI-DSS Attestation of Compliance upon request to demonstrate Exceleron PCI-DSS compliance status. D. Section 12 is hereby amended with the following additional section 12.24: 12.24 The Customer hereby grants to Exceleron the non-exclusive, non-transferable right to market and promote the Services to Potential Participating Customers under the terms of this Agreement. The Customer shall retain the right to approve of all messaging and promotional materials in writing prior to presentment to Potential Participating Customers, which shall not be unreasonably withheld, provided that Exceleron shall request such approval in writing with at least 30 days prior notice. Exceleron is authorized to use the Customer's trademarks, logos, and marketing materials for the purpose of marketing the Services, provided that such use is in accordance with the Customer’s branding guidelines and any applicable laws. Exceleron agrees to conduct all marketing and promotional activities in full compliance with all applicable laws, regulations, and industry standards. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 1 Exhibit C Supplemental Terms and Conditions for Payment Processing This Exhibit C is hereby a part of the Agreement. The following supplemental terms and conditions shall apply to Company’s use of Exceleron’s payment processing services. 1. DEFINITIONS Whenever used in this Exhibit C, the words and phrases listed below shall have the meanings given below. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. “ECHECK” or “Electronic Check” means automated debit from the Cardholder’s checking or savings account with an ACH transaction. “Business Day” means each weekday, Monday through Friday, which is not a holiday of the United States Federal Reserve. “Card Company” means an association, such as Visa U.S.A. Inc., MasterCard International, Incorporated or American Express that operates an interchange system for exchanging information, transactions, money and other items on a standardized and consistent basis between member financial institutions with respect to Credit/Debit Card payment transactions. “Cardholder” means owner of the payment instrument being used. In the case of Credit/Debit Card transactions this is the responsible party for the card. In the case of ECHECK transactions, this is responsible party or owner of the checking or savings bank account. “Chargeback” means the challenge of a transaction that is challenged by a Cardholder or merchant bank, which is sent back through interchange to the bank of account (Cardholder or merchant/sub-merchant) for resolution. Such challenge can be for all or any portion of a transaction, whether or not such dispute is valid. “Computer System” or “Computer Systems” means (i) computer programs, including without limitation software, firmware, application programs, operating systems, files and utilities; (ii) supporting documentation for such computer programs, including without limitation input and output formats, program listings, narrative descriptions, operating instructions and procedures, user and training documentation and special forms; and (iii) the tangible media upon which such programs are recorded, including without limitation chips, tapes, disks and diskettes. “Credit/Debit Card” means a VISA-branded, MasterCard-branded or other mutually agreeable Credit/Debit Card issued by a financial institution in accordance with the rules and regulations of the Card Company. “Credit/Debit Card Acquirer” means any financial institution providing services related to those in this Exhibit, which is a member bank of Visa or MasterCard national bank card associations and provides “merchant bank” acquiring services which enable consumers and businesses to use Credit/Debit Cards and/or Discover and American Express merchant financial institutions, as applicable. “Credit/Debit Card Issuer” means any financial institution, which is a member bank of Visa or MasterCard National bankcard associations and provides Credit/Debit Cards to consumers and businesses used to purchase goods and services from merchants/sub-merchants sponsored by Visa and MasterCard merchant financial institutions. “Electronic Bill Presentment” means presenting a PDF image of consumer’s bill (obtained from company’s bill print vendor) on demand to consumer. “IVRS” or “Interactive Voice Response System” means an automated telephone response System, accessible by Cardholders for the initiation of Payment Requests, that presents a series of choices to the caller, and to which the caller responds by pushing buttons on the touch-tone telephone. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 2 “Merchant Services Agreement” means a merchant services agreement or sub-merchant agreement between the Credit/Debit Card Acquirer and Company establishing the authority for the Company to accept Credit/Debit Cards as a means for payment for goods and services. The authority is granted with the condition that the Company follow established Card Company operating rules and regulations. “Point of Sale” or “POS” means face-to-face payments where cardholder and card are present and card payment account data can be either swiped, chip-read or keyed into MyUsage Payments for processing. “Remittance” means an amount remitted by a Card Company in connection with payment by a Cardholder to the Company or payment of a Service Fee transaction. “Retrieval Request” means requests initiated by a Cardholder or his Credit/Debit Card Issuer, for information regarding specific charges to his Credit/Debit Card account for the Company bill payment or Service Fee. “Returns” means Company’s initiated reversal of a Credit/Debit Card charge or an ECHECK payment to a Cardholder’s account. “Service Fee” means a fee charged to Cardholders of Company for the use of the Services as set forth in Section 9 of this Exhibit. “Settlement” means the process by which the funds for Cardholder transactions are passed from Credit/Debit Card Issuers to Credit/Debit Card Acquirers or from the settlement bank to the Company. All other capitalized terms in this attachment, other attachments or elsewhere shall have the meaning given to that term in the Agreement. 2. General Terms Company will provide to Exceleron all Company data generated for Company’s customers necessary for Exceleron to successfully process all prepaid payments on behalf of Company. Unless otherwise expressly agreed to in writing by Exceleron to the contrary, Exceleron will process all of Company's customer payment transactions as defined in the above MyUsage Payments Fees section in the Cover Page(s). Company will not use credit card or ECHECK processing of any bank, payment processor, entity or person other than Exceleron for processing of Company’s Cardholder payment transactions as defined in the above MyUsage Payments Fees section in the Cover Page(s) throughout the term of this Agreement. 3. GENERAL DESCRIPTION OF MYSUSAGE PAYMENTS PROGRAM In general, but subject to the more detailed description of Exceleron’s and Company’s obligations elsewhere in this Agreement, the Services is a merchant/sub-merchant bill payment service whereby a Cardholder uses an IVRS, Exceleron Internet site (MyUsage Payments.com) or POS interface to request a payment transaction to Company by means of a charge against a Credit/Debit Card or an ECHECK debit (the “Payment Request”) in accordance with Exceleron’s and Company’s procedures. Concurrently, the Cardholder or Company shall be charged the applicable fee for use of the Services as set forth in Section 9 of this Exhibit in connection with using the Services as described herein. The portal to accept Payment Requests is available twenty-four (24) hours a day, seven (7) days per week except for scheduled maintenance. Computer System downtime will not exceed one tenth of one percent (0.1%) of the time, not including scheduled maintenance, during the term of the Agreement. Exceleron is not responsible for the availability of the Internet or the Company’s Computer Systems. Payment Requests processed hereunder will be subject to the appropriate approval, by or on behalf of the Credit/Debit Card Issuer of a transaction for a merchant or another affiliate bank (each, an “Authorization”) and other policies and security procedures established by Exceleron or Credit/Debit Card Acquirer or Issuer from time to time or otherwise agreed to in writing by the parties. The IVRS, Internet site and POS interface will initiate an on- line Authorization request through the respective Credit/Debit Card Issuer for payment of the Company bill and the Service Fee amounts. ECHECK Payment Requests will verify the bank routing and transit number. The IVRS, Internet site and POS interface will provide a confirmation number to Cardholder to confirm acceptance and processing of the bill payment transaction if the Payment Request was accepted. If a Payment Request was declined, the IVRS, the website, POS interface will instruct the Cardholder to contact their Credit/Debit Card Issuer. Payment to Company will not be processed if payment of the Service Fee is not also approved. In addition, Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 3 Exceleron, on behalf of Company, at the request of Company, will deny a Credit/Debit Card or ECHECK payment based on a prior Chargeback or an ECHECK transaction that was returned and not authorized by the bank of the Cardholder (a “Returned ECHECK Item”). Exceleron shall not process payment transactions manually, except for correcting rejected transactions and processing adjustments. Exceleron will provide support for Company’s customer service staff during Exceleron’s standard business hours from 7:00 a.m. to 7:00 p.m. CST. Customer service will consist of responding to inquiries concerning such matters as payment verification, reconciliation, accounting, Remittance Data Files, and general Services operation delivery questions. Exceleron shall make a commercially reasonable attempt to respond to all Company inquiries by the end of the next Business Day after notification. In cases where inquiries cannot be resolved by the end of the next Business Day, Exceleron shall keep a record of all actions that require more than twenty-four (24) hours to resolve and present these issues to the Company representative. 4. SCRIPT PROMPTS, INTERNET SITE AND PARAMETERS The script prompts, Internet site and parameters shall be described during the Company implementation process. Company shall approve all IVRS scripts in use and the Internet site to be used, hereunder, prior to implementation. Any customized changes to the standard script prompts, the Internet site and parameters listed in the set-up sheets require a three (3)-week lead-time. With respect to customized changes, Exceleron will respond with the estimated time to make the change in seven (7) Business Days. Such charges will be in accordance with the fee schedule set forth in Exhibit C, Section 9.1. 5. REMITTANCE DATA FILE AND REPORT DELIVERY A data file that includes both summary and detail of all Cardholders’ initiated payment transactions reflecting payments processed during the current Business Day shall be created after each Business Day’s Settlement cut-off time (a “Remittance Date File”) and should be delivered electronically to Company within 60 minutes of their scheduled batch close time. Files will be in Exceleron’s standard flat file format unless mutually agreed to otherwise, which may result in an additional charge. Exceleron shall retain each Remittance Data File for a minimum of thirty (30) days and retransmit the Remittance Data File in the event of an unsuccessful Transmission or upon request of Company. Exceleron shall retain a record of all Company payment data for the greater of (a) a period of three (3) years or (b) as required by state law, statutes and/or federal regulations. At the end of each Business Day, Exceleron will submit batch close transactions electronically to the appropriate Credit/Debit Card Acquirer and send all ECHECK transactions electronically to the appropriate banks. Company is responsible for accessing and retrieving the Remittance Date File. The Remittance Date File will have the following reports: i. Financial Control shows the processing, verifying, and monitoring of Credit/Debit Card and ECHECK transactions from Cardholder by Exceleron. Exceleron will provide Company with accurate payment detail to allow for timely and accurate posting of the Cardholder accounts. ii. Daily Payment Detail shows the detail and totals of all payments processed by Exceleron and shall include Cardholder’s customer account number, payment amount, payment type, date and time of the payment, payment type used (specific Credit/Debit Card type or ECHECK), confirmation number, Service Fee amount. iii. Daily Payment Summary shows the daily totals of all payments and Company Settlement transactions processed by Exceleron and submitted for Settlement, on behalf of Company and shall include amount and volume by, payment type used (specific Credit/Debit Card type or ECHECK), and processed through each Business Day. iv. Daily Detail – Adjustments shows the account detail and daily totals of all Company initiated Returns, Returned ECHECK Items and Credit/Debit Card Issuer Chargebacks received and processed by Exceleron and shall include Cardholder’s customer account information, payment amount, payment type (Credit/Debit Card type used or ECHECK), Return or Chargeback code, original payment date, and confirmation number. 6. ADJUSTMENT PROCESSING - RETRIEVALS, CHARGEBACKS, REFUNDS and RETURNED ECHECK ITEMS Exceleron will from time to time provide adjustment services for the handling of Credit/Debit Card Retrieval Requests, Chargebacks and Return ECHECK Items received from the Credit/Debit Card Acquirer or a bank. Upon receipt of a Retrieval Request, Exceleron will provide information, reasonably required, to satisfy the Retrieval Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 4 Request. In the event that the Retrieval Request is asking for missing name and/or address information, Exceleron will attempt to obtain this information from Company. It is Company’s option to comply with the request or not. If Company elects to complete this information, Company shall complete the name and address information and return it to Exceleron within one (1) Business Day. The processed Chargeback transaction(s) provided by the Credit/Debit Card Acquirers will be detailed on the daily Financial Report and Remittance Data File provided to the Company. Exceleron can, at Company’s option, provide stop payment security parameters to block the use of a Credit/Debit Card, bank account, or customer account number that has been involved in a previous Chargeback or Return situation. 7. ADDITIONAL EXCELERON RESPONSIBILITIES Exceleron will provide support, maintenance and updates for the IVRS equipment, IVRS Computer Systems, IVRS software, IVRS database(s) and Internet site if provided by Exceleron. Exceleron will monitor call volumes and Internet site hits, IVRS and Internet system performance, and maintain adequate personnel and Computer Systems resources to provide Services. Exceleron shall maintain records of each payment using the Services and such records shall include: (i) information required to produce the reports specified in herein and (ii) material complaints concerning Services. Exceleron will provide at least sixty (60) days advance written notice to Company of any changes or enhancements to the Exceleron Computer System where such changes alter the way of use or process for the Company Cardholder and Company. Exceleron will provide written notice to Company of any changes that may affect Company’s ability to use the Services. 8. ADDITIONAL COMPANY RESPONSIBILITIES Company shall, at its own cost and expense: (A) comply with (i) all state and federal laws and regulations which affect the Services provided hereunder, (ii) the Merchant Services Agreement(s) between Company and any Card Company or Credit/Debit Card Acquirer and their applicable by-laws, regulations and operating rules, including Chapter 8 of American Express Program Operating Regulations, the American Express Merchant Operating Guide, and all applicable website requirements specified in these Operating Regulations; (iii) written materials, advice and technical information provided in connection with the Services provided hereunder; (iv) PCI-DSS data security requirements, including Chapter 15, “Data Security” of the American Express Program Operating Regulations; (B) distribute, inspect, and review all reports created from information transmitted or delivered by Exceleron and reject all incorrect reports within two (2) Business Days after receipt thereof for daily reports and within three (3) Business Days after receipt thereof for other than daily reports; provided, however, that with respect to information related to Chargebacks and retrievals, Company shall review and respond promptly to such information in accordance with the operating rules of the Card Companies, if applicable; however, notwithstanding the foregoing time limits, Company shall promptly inform Exceleron of any errors, deficiencies, or irregularities reflected in any such statements that Company discovers. Failure to so reject any report collected from such information shall constitute acceptance thereof. To the extent permitted by applicable law, Company shall indemnify and hold harmless Exceleron from and against any and all taxes, assessments, duties, permits, fees, or other charges of any nature or kind that Company is responsible to pay, or is liable for, as well as, any additions to tax, penalties, interest, fees, or other expenses, if any, incurred by Exceleron as the result of any such taxes, assessments, duties, permits, fees, or other charges not being paid at the time or in the manner required by applicable law, or any taxes, assessments, duties, permits, fees, or other charges of any nature or kind that are imposed upon or related to any payment by a Cardholder, and goods and services sold by Company to Cardholders. To the extent permitted by applicable law, Company agrees to indemnify, defend and hold Exceleron harmless from any and all third-party claims, actions, damages, liabilities, costs, and expenses, including without limitation reasonable attorneys' fees and expenses (“Losses”), arising out of the Company’s activities in connection with its Merchant Services Agreement (including, without limitation, any Losses related to Chargebacks or reversals of transactions by Cardholders). The provisions of this paragraph shall survive the term or termination of the Agreement for any reason. Company understands and agrees that Card Companies, including American Express, may use the Company’s information obtained in the application at the time of setup to screen, communicate with and/or monitor Company in connection with Card marketing and administrative purposes. 9. PAYMENT PROCESSING FEES. 9.1 Cardholder or Company Charges. For use of the Services under this Exhibit, the Cardholder or the Company, as designated below will be charged a Service Fee for electing to use the Services pay-by-phone and pay-by-Internet services paid by Credit/Debit Card or via ECHECK. The Service Fee will be assessed to the Cardholder’s Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 5 Credit/Debit Card account as a line item on their Credit/Debit Card statement separate from the bill payment amount or billed monthly to Company. The ECHECK Service Fee is separate from the bill payment amount deducted from their bank account or billed monthly to Company. The credit/debit/echeck Service Fees are specified on page 1 of the MyUsage Software Access Agreement in the section entitled MyUsage Payment Fees. The Company and Exceleron will evaluate the Service Fee performance after six (6) months to determine if it sufficiently funds the transaction fees. If there are no changes to the fees, the Company and Exceleron may move to an annual review at the election of the Company. Updates to the Service Fee and this Exhibit may be required from time to time, depending on newly assessed fees, changes in fees and other information provided by third parties to the Company or Exceleron. The Service Fee is subject to change effective for Cardholder transactions submitted on or after the effective date of the modification, upon at least thirty (30) days’ prior written notice to Company. 9.2 Company Charges. The following table sets forth fees payable to Exceleron by Company with respect to the Services. The Payment Processing Exception Fees are specified on page 1 of the MyUsage Software Access Agreement in the section entitled Other Payment Fees. Exceleron Optional Fee Schedule Service Description Fee Schedule IVRU Voice Recording Fee * $500 / per occurrence for English IVRU Voice Recording Fee * $750 / per occurrence for Spanish Technical and Business Development Man-Rates ** $250 / hour + actual travel and living expenses * The Service Implementation Fee includes the initial IVRS Voice Recording. Once Company signs off on the IVRS script, any future custom script modifications may be billed according to the Exceleron Fee Schedule. Changes to the IVRS script to reflect modifications by Exceleron to the Service Fee will be implemented without charge to Company hereunder. ** The Service Implementation Fee includes the technical support needed to establish standard Services. Should Company require customization of the web interface, IVRS script, reports or Remittance Data File formats or integration during or after implementation, then the corresponding Technical and Business Development Man- Rates will apply. 9.3 Taxes There will be added to any charges under this Agreement, or separately billed, and Company will either pay to Exceleron, or reimburse Exceleron for the payment of, amounts equal to any taxes, assessments, duties, permits, fees and other charges of any kind, however designated, assessed, charged or levied, based on, with respect to or measured by (a) such charges, (b) this Exhibit or (c) the Services, software, equipment, materials or other property (tangible or intangible), or the use thereof or the resources used therefor, that are provided under this Agreement. Unless Company is exempt from taxes, charges payable under this Section 9.3 include state and local sales taxes, use taxes, property taxes, privilege taxes, excise taxes (including federal excise taxes), value added taxes and any taxes or amounts in lieu thereof paid or payable by Exceleron in respect of the foregoing, exclusive however, of taxes based on the net income of Exceleron. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 1 Exhibit D Supplemental Terms and Conditions for Exceleron’s CheckOut Payment Service This Exhibit D is hereby a part of the Agreement. The following supplemental terms and conditions shall apply to Company’s use of Exceleron’s CheckOut Payment Service. Terms not defined herein shall have the meaning ascribed to them in the Agreement. 1. Definitions “Account” means an account established with Company for purposes of receiving services provided by Company, to which funds may be applied in payment of amounts owed for the provision of such services. “Affiliate” means any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly Controls, is Controlled with or by or is under common Control with such party. “Applicable Law” means (A) the bylaws, operating rules and regulations of any payment network, (B) any applicable rule or requirement of the National Automated Clearinghouse Association, and (C) any and all foreign, federal, state or local laws, treaties, rules, regulations, regulatory guidance, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with), any foreign, federal, state or local government agency or other regulatory authority, including, without limitation, the Bank Secrecy Act and the regulations promulgated thereunder, any and all sanctions or regulations enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, and all federal or state statutes or regulations relating to money transmission, unclaimed property, telecommunications, unfair or deceptive trade practices or acts, privacy or data security, as each of the foregoing may be amended and in effect from time to time. “Bill Payment” means the tendering of funds by or on behalf of a Customer for purposes of applying such funds to an Account held by such Customer. “CheckOut Convenience Fee” means the fee charged by Exceleron for the services provided in this Exhibit, which CheckOut Convenience Fee will be collected by the Retailer directly from the Customer at the time of the retail transaction. “Consumer Funds” means those funds, other than CheckOut Convenience Fees, which have been tendered by or on behalf of a Customer in connection with a Bill Payment transaction, but which have not yet been remitted to Company. “Customer” means a person holding an Account. “Customer Data” means all information regarding a Customer that is provided by a Customer to, or otherwise obtained by Exceleron or Service Provider, including, without limitation, all “Nonpublic Personal Information” and “Personally Identifiable Financial Information” (as defined in 16 C.F.R. 313.3(n) and (o), respectively), and with respect to the disposal of Customer information, shall also include any record containing “Consumer Information”, as that term is defined in the regulations implementing 15 U.S.C. § 1681; provided, however, that “Customer Data” shall not include (i) data or information collected from a Customer by Service Provider, any of their respective Affiliates or service providers, or a Retailer, in connection with a transaction separate and apart from a Bill Payment, or (ii) data or information collected from a Customer by a Retailer in connection with a loyalty or other customer promotional program of such Retailer, provided that such data is limited to name, mailing address, phone number and/or e-mail address. “Data File” means an electronic data file to which contains the following information relating to a Bill Payment (collectively, the “Payment Information”): (i) such information identifying the relevant Account, Customer and optional expiration date as Service Provider may require from time to time in order to accept and process such Bill Payment, and (ii) the amount of such Bill Payment or, in the event that such amount is not fixed, the permitted minimum and maximum amount of such Bill Payment, in each case as specified and authorized by Company. “Payment Amount” means the amount of funds tendered by or on behalf of a Customer in connection with a Bill Payment which are to be applied to an Account. Payment Amount does not include the CheckOut Convenience Fee which shall be retained by Exceleron, Service Provider, and Retailer. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 2 “Payment Notification” means a notification to Company which indicates that a Bill Payment has been accepted and includes the related Transaction Data. “Receipt” means an electronic receipt containing such information directed by Service Provider relating to a transaction, or a printed receipt generated by the Retailer. “Regulatory Authority” means any card association or payment network which is utilized by any Party or the Service Provider including the National Automated Clearing House Association, any state banking department, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Reserve Board, the Federal Deposit Insurance Corporation, and any other governmental agency, including any foreign governmental agency, having jurisdiction over any of the services to be provided hereunder. “Retailer” means a business that sells goods directly to the public, including Customers, at specific store locations that support the CheckOut Service. “Service Provider” means Interactive Communications International, Inc. which provides an existing, core platform that provides a pass-through processing model backbone to be used for collecting payments and delivering funds to Company “Transaction Data” means, with respect to a Bill Payment, the Payment Information and Payment Amount associated with such Bill Payment. 2. CheckOut Service Definition Exceleron will enable Company to offer a walk-in, bill pay solution to their customers at third-party payment locations, leveraging Exceleron’s CheckOut payment solution in conjunction with the existing Service Provider’s Retailer network. Exceleron will provide Company with the ability to provide customers a barcode on statements, customer marketing material, or on desktop and mobile web pages to pay their bill in-lane at cash registers or if applicable, bill pay offices in Retailers across the U.S. Exceleron will coordinate with Service Provider to seek the approval from a designated group of Retailers to accept payments for Company. The CheckOut payment process requires a barcode tied to a payment account that can be scanned at a retail location for payment. Exceleron has added specific and unique utility functions as well as business rules to enhance the existing infrastructure to provide real-time payment posting to the Company in order to apply payments immediately to the customer’s account. By utilizing the CheckOut solution and leveraging the existing Service Provider’s Retailer network to allow customers to make in-store bill pay payments at retail locations, customers will have a convenient way to make payments. 3. Implementation Details • CheckOut Implementation o Landing Page Company will link to a landing page that will be provided by Exceleron. Landing page will provide Account validation, barcode display, E-receipts, Location map, “How it works” video. Landing page will be configured to display Company’s logo. o Payment Rules Payment amount restrictions for overall minimums and maximums can be utilized to limit the transaction size based on Company’s business rules. Approved payment methods shall include only cash. A custom rule lookup will be developed and implemented to retrieve rules at time of payment from Company. Minimum and maximum restrictions and other advanced functions may be limited to the capabilities of the Retailer’s Point-of-Sale (POS) system. All customer payments received by Retailers and remitted to Exceleron less any mutually agreed upon fees are the Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 3 exclusive property of Company. o Payment Posting Payments will be posted directly back to Company via a web service shadow post in real-time. All payments are funded by the individual Retailer and Service Provider usually within 48-72 hours depending upon the type of payment. Exceleron is never in possession of the funds and therefore cannot control the time it takes to fund the Company. o Customer Receipts In addition to a printed receipt which will be generated by the Retailer at the conclusion of the in- lane payment transaction, an e-receipt is also provided to the customer making the payment. Company will need to provide a link to the e-receipt via some form of communication to the customer. At a minimum, the customer’s e-receipt shall include the name of the Retailer, customer account number, amount of customer payment, date and time and transaction number. o Funds Settlement CheckOut will retrieve a settlement report from Service Provider and will generate a CSV report to be uploaded or sent to Company’s system in conjunction with Service Provider’s ACH transfer of related funds to Company. This will occur on a daily basis Monday through Friday, excluding specified holidays. Inasmuch as funds must clear the Retailer’s bank first remittance files sent to Company’s system may take 48 to 72 hours. However, a shadow post to the Company’s CIS will occur immediately after the POS accepts the payment. The funds are never in the possession of Exceleron or its bank. 4. Deliverables/Tasks A. Requirements • Company and Exceleron will determine barcode integration requirements • Company, and Exceleron to determine how funds are settled using ACH and settlement files • Company and Exceleron to determine interface for real time payment amount business rules lookup by account • Company and Exceleron jointly design a method of real time payment posting integration via a web service. B. Integration/Setup • Exceleron will set up and configure landing page for company’s customers. • Exceleron will integrate with Company’s real-time payment posting web service. • Exceleron will setup ACH capability to Company’s designated accounts • Exceleron will configure delivery of settlement files for payment posting. • Exceleron and Company will integrate with real time payment amount business rule lookup. C. Testing • Company and Exceleron will complete end-to-end development testing of the System and all integration points using test accounts. • Company will provide all necessary test information and plans for all test cycles. • Company will perform user acceptance testing from end-to-end to verify it meets all requirements. • Exceleron and Company will sign off on full system test results prior to full deployment. D. Deployment • Exceleron will jointly develop with Company a deployment plan 5. CheckOut and Payments Terms and Conditions Company agrees to pay Exceleron the amount of any fees assessed or imposed by Service Provider, or any Retailer related to Company’s transactions. Exceleron will include such chargebacks and related fees in the invoice following their imposition and Company will pay such chargebacks and fees in accordance with this Agreement. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 4 Company agrees to enter into such agreements and other documents as Service Provider, or their Affiliates may require to provide the CheckOut Service. Exceleron has shared or will share Company’s bank account information with Interactive Communications International, Inc. and its affiliates. Company will receive funds directly from Service Provider in connection with the CheckOut Service. Upon Company’s receipt of a Barcode File from Service Provider, Company shall provide the Barcode and Terms & Conditions contained in such Barcode File to the appropriate Company customer. Company shall procure all necessary authorizations and consents from the Company customer to provide such Barcode and Terms & Conditions. By transmitting a Data File, Company represents and warrants that (i) all information included in the Data File is true and accurate, and the Account identified in the Data File is valid and eligible to receive a payment in the amount, or within the range of amounts, specified in the Data File, and (ii) it has performed all necessary actions to approve the receipt and processing of a Bill Payment to the Account and in the amount, or within the range of amounts, specified in the Data File. Following receipt by Company of a notification to Company which indicates that a Bill Payment has been accepted and includes the related Transaction Data (such notification, a “Payment Notification”), Company shall (i) cause an amount equal to the Payment Amount to be credited to the relevant Account immediately following Company’s receipt of such Payment Notification, and (ii) immediately send to the Company customer an electronic receipt containing such information relating to the transaction (“Receipt”). Company will ensure that it has all necessary authorizations and consents from the Company customer to provide such electronic communications. Notwithstanding anything herein to the contrary, in the event that the Exceleron or Service Provider is permitted to retain a portion of the Payment Amount as compensation for services rendered, Company shall credit the full Payment Amount paid by the Company’s customer to customer’s account. Company shall ensure that once the amount equal to the Payment Amount has been credited to the relevant Account, such credit may only be revoked by the relevant Customer and is irrevocable by any other Party except in accordance with Applicable Law. Company shall provide appropriate disclosures relating to the CheckOut Convenience Fee before providing the Barcode and Terms and Conditions, in a manner designated and approved by Service Provider subject to the approval of any regulatory authority with jurisdiction, if required. Liability for losses associated with bill payments shall be the responsibility of Company to the extent any losses arise from (i) inaccurate data transmission from Company or any of its service providers, or (ii) any failure of Company or any of its service providers, to provide the correct Barcode, CheckOut Convenience Fee disclosures, Terms and Conditions and Receipt to any Company customer in the manner and format mutually agreed upon by the Parties, in each case to the extent resulting from the act or omission of Company, any of its respective service providers, or any of its affiliates, employees, contractors or representatives, or from any third party fraudulently accessing the computer network, database or system of Company or any of its service providers. Exceleron shall not be liable for any act or failure to act of a Retailer and any such act or failure to act shall not be a breach of this Agreement. Company shall comply with Applicable Law in the processing, receipt, maintenance and transmission of Consumer Funds and Biller Fees. Each Party shall maintain complete and accurate books of account and records, in accordance with generally accepted accounting principles in the United States, of all financial transactions arising in connection with its obligations pursuant to this Agreement for a period of not less than that legally required for such records from the date last recorded or created, but in no event less than seven (7) years following the end of the Term. In addition to and notwithstanding the foregoing, to the extent any Party has sole possession or control of any records required to be maintained by any other Party pursuant to Applicable Law, the Party with possession or control shall maintain, or cause to be maintained, as applicable, such records in such form and for such time periods as required by Applicable Law, and shall make such records available to the other Party upon request. The Parties further agree to work together in good faith to reconcile any accounting discrepancies. Each Party shall at all times (i) cooperate with respect to, and promptly respond to, all reasonable requests communicated to it by any other Party or by Service Provider, or Retailer in connection with the subject matter hereof, and (ii) provide reasonable access to all information and documents related to the subject matter hereof which may be in the control or possession of such Party and which the other Party requires in order to comply with Applicable Law. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 5 Each Party (the "Reviewing Party") may, at its own expense, inspect, or have a third party designated by the Reviewing Party inspect, the books and records of the other Party (the "Reviewed Party") that are directly related to the obligations of the Reviewed Party hereunder, provided that any such inspection shall occur upon no less than ten (10) Business Days prior written notice and at a mutually agreed upon date and time during the Reviewed Party’s normal business hours, and no more frequently than once during any calendar year unless (i) otherwise required by Applicable Law or any Regulatory Authority, or (ii) the Reviewing Party has a reasonable belief that the Reviewed Party is not acting in compliance with the terms of this Agreement or Applicable Law. Service Provider shall have the right to be a Reviewing Party under this Agreement. The Reviewed Party shall furnish to the Reviewing Party or its designee all such information concerning transactions and the Reviewed Party’s performance of its obligations as the Reviewing Party may reasonably request. Company shall ensure that each of the following complies with Applicable Law: (i) the Accounts and all related products, services, features and functionality; (ii) the terms and conditions applicable to the Accounts; (iii) the fees and charges applied to or in connection with any Account by Company; (iv) all products or services offered by or on behalf of Company; (v) all materials related to the Accounts, including, without limitation, all marketing and informational materials and disclosures; and (vi) all statements related to the Accounts which are made by Company or any third party engaged by Company. Company shall comply with applicable state unclaimed property laws with respect to the Accounts and related Consumer Funds, including, without limitation, remitting any such unclaimed Consumer Funds to the appropriate jurisdiction as required under Applicable Law. Company shall: (i) submit to any examination which may be required by any Regulatory Authority with audit and examination authority over the other Party or the Service Provider (such Party, the “Examined Party”); (ii) provide to the Examined Party any information that may be required by any Regulatory Authority in connection with their audit or review of the Examined Party or the subject matter hereof and reasonably cooperate with such Regulatory Authority in connection with such any audit or review; and (iii) provide such other information as the Examined Party or any Regulatory Authority may from time to time reasonably request with respect to the financial condition of such Examined Party. Each Party acknowledges and agrees that it shall establish administrative, technical and physical safeguards for all Customer Data in its control or possession from time to time. Such safeguards shall be designed for the purpose of: (i) ensuring the security of such records and information, (ii) protecting against any anticipated threats or hazards to the security or integrity of such records and information; (iii) ensuring the proper disposal of such records and information, and (iv) protecting against unauthorized access to or use of such records and information that would result in substantial harm or inconvenience to any Customer. Such safeguards shall be established in accordance with Applicable Law, including, without limitation, Section 501 of GLBA and its implementing regulations. Each Party agrees to promptly notify the other Party if it acquires actual knowledge of any unauthorized access to or use of Customer Data and shall take appropriate actions to address any such incident. Subject to any obligations placed upon it by a law enforcement agency, each Party agrees to disclose to the other Party any actual breach in security that results in unauthorized intrusions into such Party's computer and other information systems that materially affects the other Party or the Customers as soon as such Party becomes aware of such a security breach. Such disclosure shall describe when material intrusions occur, the effect on the other Party and Customers, and such Party’s corrective action to respond to the intrusion. In addition, in the event of an actual breach in security of any Party’s computer or other information systems that may affect the other Party or the Customers, such Party agrees: (i) to permit an independent qualified third party auditor to perform an investigation (including the installation of monitoring or diagnostic software or equipment) to locate the source and scope of the breach and provide the other Party with any material information related to such Party that such independent auditor discovers with respect to the breach; or (ii) that, to the extent that such Party has reasonably determined that it need not engage an independent auditor to investigate any breach in the security of its systems, the other Party may reasonably request such Party to engage an independent qualified third party auditor to perform such investigation (including the installation of monitoring or diagnostic software or equipment) to locate the source and scope of the breach and provide the other Party with any material information related to such Party that such independent auditor discovers with respect to the breach, provided all of the costs incurred in such requested audit are paid for by the requesting Party; and (iii) to be responsible for all costs, expenses, fines, fees, penalties and other liability directly arising out of or related to any such actual breach which the other Party may incur or for which the other Party may otherwise be responsible. Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 6 Contact Information Exceleron Software, LLC 8144 Walnut Hill Ln, Suite 907 Dallas, TX 75231 Docusign Envelope ID: 239C0930-6F4B-86DE-81C8-B71E014C1740 Certificate Of Completion Envelope Id: 239C0930-6F4B-86DE-81C8-B71E014C1740 Status: Completed Subject: ***Purchasing Approval*** 8923 Pre-paid Utilities Services - Amendment Source Envelope: Document Pages: 16 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/22/2026 12:02:43 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/22/2026 12:04:50 PM Viewed: 8/22/2026 12:04:58 PM Signed: 8/22/2026 12:05:08 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 8/22/2026 12:05:09 PM Viewed: 8/23/2026 7:26:41 PM Signed: 8/23/2026 7:27:09 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Leah Bush leah.bush@cityofdenton.com Assistant City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/23/2026 7:27:10 PM Viewed: 8/24/2026 2:35:48 PM Signed: 8/24/2026 2:46:00 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Ravi Raju ravi.raju@exceleron.com Chief Operating Officer Exceleron Software, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 167.160.192.233 Sent: 8/24/2026 2:46:02 PM Viewed: 8/24/2026 4:03:18 PM Signed: 8/24/2026 4:41:28 PM Electronic Record and Signature Disclosure: Accepted: 10/2/2025 2:25:32 PM ID: da14f128-1889-40cb-8e88-b70f436aaf27 Signer Events Signature Timestamp Antonio Puente, Jr. antonio.puente@cityofdenton.com DME General Manager Denton Municipal Electric Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2600:100c:b2b0:4632:1984:2149:e461:d506 Signed using mobile Sent: 8/24/2026 4:41:30 PM Viewed: 8/24/2026 5:39:20 PM Signed: 8/24/2026 5:40:18 PM Electronic Record and Signature Disclosure: Accepted: 8/24/2026 5:39:20 PM ID: cafaee56-d84c-4a16-9d83-0f2c5797e0a2 Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/24/2026 5:40:20 PM Viewed: 8/25/2026 8:44:01 AM Signed: 8/25/2026 8:44:09 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/25/2026 8:44:10 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Christa Foster Christa.foster@cityofdenton.com Customer Service Manager Security Level: Email, Account Authentication (None) Sent: 8/25/2026 8:44:11 AM Electronic Record and Signature Disclosure: Accepted: 3/20/2026 10:01:04 AM ID: 84321d93-a48b-48f7-8ac0-a35796fa9a67 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/22/2026 12:04:50 PM Certified Delivered Security Checked 8/25/2026 8:44:01 AM Signing Complete Security Checked 8/25/2026 8:44:09 AM Envelope Summary Events Status Timestamps Completed Security Checked 8/25/2026 8:44:11 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ravi Raju, Antonio Puente, Jr., Christa Foster How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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