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CM-2018-1635 - 2/16/2018 Paymentus November 20,2017 Paymentus Corporation 13024 Ballantyne Corporate Place,Suite 450 Charlotte,NC 28277 Statement of Work To: Round Rock c/o Megan Tschoerner 221 East Main Street Round Rock,TX 78664 Project Description: Round Rock is moving from Tyler Incode to Munis.They will also be consolidating their IVR and Over-The-Counter payment processing through Paymentus via XOTP to Tyler cashiering and standard API for Paymentus IVR Payments. For outbound messaging Paymentus will implement Enterprise Communication Manager(ECM). Item Detail Amount Tyler Munis Integration IVR Paymentus will configure and implement IVR $7,500 payment services for Round Rock with Real- (Waive)* time integration into Tyler Munis. Tyler Cashier Integration Paymentus will configure and implement XOTP $7,500 interface with the Tyler Cashiering system for (Waive)* over the counter payments. Enterprise Communication Paymentus will configure and implement $1,500 Manager(ECM)Set-up Enterprise Communication Manager ECM. (Waive)* Total Due $0.00 *Fee waived with 5-year term agreement. 4 Customer Authorized Representative(Signature)/ ('; J . Ig• Customer Name/Title(Printed): I-��;,w�K.� 1�lG(I�l.l 21��P Date: C�-Zolg - 1 - Paymentus MASTER SERVICES AGREEMENT • Client: Round Rock, TX Client Address: 221 East Main St. Round Rock,TX 78664 . Contact for Notices to Client: Megan Tschoerner . Estimated Yearly Bills/Invoices: 720,000 This Master Services Agreement("Master Agreement")is entered into as of the Effective Date below, by and between the Client("Client")identified above and Paymentus Corporation, a Delaware Corporation ("Pa mentus"). WH REAS Paymentus desires to provide and the Client desires to receive certain services under the terms and con itions set forth in this Agreement. Paymentus provides electronic bill payment services to utilities, mun cipalities, insurance and other businesses. NO ,THEREFORE, in consideration of the mutual covenants hereinafter set forth,the receipt and sufficiency of which are hereby acknowledged,the parties, intending to be legally bound, hereby covenant and agree as follows. This Agreement consists of this signature page, General Terms and Conditions,and the attachments . ("Attachments")with schedules("Schedules") listed below: Schedule A:Paymentus Service Fee Schedule Sch Jule B:Additional Paymentus Services Sch dule C: Early Termination Fee This Agreement represents the entire understanding between the parties hereto with respect to its subject matter and supersedes all other written or oral agreements heretofore made by or on behalf of Paymentus or Client with res ect to the subject matter hereof and may be changed only by agreements in writing signed by the authorized repr sentatives of the parties. IN ITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized repr sentatives. • CI ent: ` JJ JJJ SCI' Paymentus: ' Ir.4t�y By. '4 r.. , r, coy N-me: L- tiAlt .1-110, _ Name<—'c-ii d olf lb • , Ti le: Cl IGv 1 , V'' Title: D-te: Z/ e I( 0 • Date: --6// c .\t A ,., Master Services Agreement- '`tlsorbed Page 1 of 10 Confidential&Proprietary 100205 eitli.2bff/6'35. \ '• Paymentus GENERAL TERMS AND CONDITIONS 1 Definitions: System ("IVR") or secure Internet interface provided at the Paymentus Corporation's web site or other For the purposes of this Agreement, the websites part of Paymentus' Instant Payment following terms and words shall have the meaning Network ("WebSites"), collectively referred to as the ascribed to them, unless the context clearly indicates ("System"or"Platform"). otherwise. 2.2 Professionalism 1.1 "Agreement"or"Contract"shall refer to this Agreement, as amended from time to time, which Paymentus shall perform in a professional shall constitute an authorization for the term of this manner all Services required to be performed under contract for Paymentus to be the exclusive provider this Agreement. of services, stated herein,to the Client 3 Compensation 1.2 "User" shall mean the users of the Client's services 3.1 No Cost Installation 1.3 "Effective Date" shall be the last date upon Paymentus will charge no fees related to the which the parties signed this Agreement. The initial setup and personalization of its standard Agreement will not be effective against any party until service for both Web and IVR interfaces. the said date 3.2 Paymentus Service Fee 1.4 "Launch Date" shall be the date on which Client launches this service to the Users For each payment, Paymentus will charge a Paymentus Service Fee as per Schedule A 1.5 "Payment" shall mean Users to make (hereinafter called"Paymentus Service Fee"). payments for Client's services or Client's bills 1.6. "Payment Amount" shall mean the bill For each payment, the Paymentus Service amount User wants to pay to the Client. Fee collected will be used to pay the corresponding Credit Card transaction fees or transaction fees 1.7 "Services" shall include the performance of associated with Debit Cards or eChecks (hereinafter the Services outlined in section 2 of this Agreement called"Transaction Fees")except for the return items (eCheck returns or Credit/Debit Card chargebacks). 1.8 "Paymentus Authorized Processor" shall mean a Paymentus authorized merchant account A schedule of Paymentus Service Fee is provider and payment processing gateway attached hereto as Schedule A.The Paymentus Service Fee is based on the Average Bill Amount, 1.9 "Average Bill Amount"shall mean the total current payment method mix(credit vs debit vs e- amount of Payments collected through Paymentus check)and on the assumption that the total number system in a given month divided by the number of the of payments and the total Payment Amount Payments for the same month. collected each month from the use of non-consumer cards shall be under 5%of the total per month ("Fee Assumptions").Client shall be billed an additional 2 Description of Services to be performed Paymentus Service Fees lased on the rate of 3.5% of the Payment Amount for any excess amount if the 2.1 Scope of Services Fee Assumptions vary by more than 5%. Paymentus can amend this schedule upon,priorwritten notice to Paymentus shall provide Users the the Client, if such change is required due to changes opportunity to make Payments by Visa, MasterCard, in the Visa and MasterCard regulations or changes Discover, E-check and other payment methods as in Credit Card fees or changes in the Average Bill deemed necessary by Paymentus. Payments may be Amount or changes in Fee Assumptions. made by Interactive Telephone Voice Response Master Services Agreement—Absorbed Page 2 of 10 Confidential&Proprietary 100205 1 Paymentus entus participate in testing with Paymentus and if needed, 4 Payment Processing cause its billing software vendors to participate in testing. Time is of the essence and Client agrees to 4.1 Integration with Client's Billing System provide or make available all integration/interface. specifications within 30 days from the Effective Date. At no cost to Client, Paymentus will develop Paymentus will take commercially reasonable steps one(1)file format interface with Client's billing system to develop the integration within 60 days from the date using Client's existing text file format currently used on which Paymentus has received all the integration to post payments to Client's billing system. Client will specifications from Client or its vendors. Parties be responsible to provide Paymentus with the one file agree that if Client does not cooperate fully or is format specification and will fully cooperate with unable to cause its software vendors to cooperate Payentus during the development of the said fully with Paymentus, it can lead to Paymentus being inte ace.If Client chooses to create an automated file unable to perform its duties to deliver the integration inte ration process to download the posting file, due in time. to aymentus security requirements, Client will use Pay entus specified integration process. Paymentus Based on Client's use of Paymentus platform plat orm is an independent full service fully hosted and respective modules selected under this plat orm per PCI-DSS requirements for a fully hosted Agreement, Paymentus will require the following sol tion.As such, Paymentus platform does and can integration points: fun tion independent of any billing system integration. (i) For one time Payment Module: A p yment posting file can be emailed ordownloaded a. Customer Information—Text File or Real- froi Paymentus Agent Dashboard. If Client chooses time to have Paymentus platform integrated with its billing b. Payment Posting—Text File or Real-time sys em, Paymentus offers two options: (ii) For Recurring.Payment Module (i) Paymentus standard integration a. Text File spe ification that Client can use to integrate its billing (iii) For E-billing Module sys ems with Paymentus platform ("Standard a. Billing Data -Text File or Real-time link lnte ration"); (or) to billing data (ii) Paymentus to either customize or (iv) For Outbound Notification con figure its platform to integrate with Client using file a. Audience File — Text File for customer spe ification or APIs supported by Client's billing engagement messages sys em ("Client Specific Integration") Each of these can be based on Standard If Client chooses Standard Integration, Integration or Client Specific Integration. Pa mentus agrees to fully cooperate with Client and provide •its specification to Client. Paymentus also 4.2 PCI Compliance agr es to participate in meetings with Client's software vendor to provide any information or For PCI Compliance, Client has two options clarfications needed to understand Standard for using Paymentus platform: Intelration. Time is of the essence and Paymentus agr es to provide all integration/interface (i) Paymentus Fully Hosted Solution ;or spe ifications within 30 days from the Effective Date. (ii) Any other configuration Clint will take commercially reasonable steps to develop the integration within 60 days from the date To substantially reduce or eliminate any PCI on which Client has received all integration compliance risks and to render all Client systems out specifications from Paymentus. Parties agree that if of scope from PCI compliance requirements, Client Paymentus does not cooperate fully, it can lead to agrees to use Paymentus'fully hosted service where Client being unable to perform its duties to deliver the Paymentus uses its own platform to capture integration in time. Payments and to manage the entire(end to end)user I experience from all channels for Payment I If Client chooses Client Specific Integration, acceptance: Web, Mobile, IVR, POS devices (per Paymentus agrees to developsuch integration at no Paymentus recommended setup), recurring cost to Client,provided however,Client agrees to fully payments, Ebill Presentment ("Paymentus Fully I cooperate with Paymentus and cause its software Hosted Solution"). If Client chooses any other ve odors to fully cooperate with Paymentus. Client integration such as third party web pages integrated agr es to provide all specification required for Client with Paymentus APIs, third party gateway pages, or sp cific integration. Client further agrees to its own IVR systems or POS solution not Master Services Agreement—Absorbed Page 3 of 10 Corfidential&Proprietary 100205 I } Paymentus Irecommended by Paymentus,or a cashiering module Paymentus together with its authorized Card from third party, Client expressly agrees that Client processor shall forward the payment transactions to shall not be exempt from PCI requirements and shall the appropriate card organizations for settlement be liable for any data breaches occurring on its own directly to the Client's depository bank account systems as Client's recognizes that Client systems previously designated by the Client (hereinafter the are participating in the transactions and are in scope "Client Bank Account"). t for PCI compliance. Under such circumstances, Paymentus shall not be responsible for any PCI Paymentus will debit the Paymentus Service Fees t obligations outside of Paymentus own platform and from Client's account on a monthly basis. Paymentus expressly disclaims any PCI or security Paymentus together with Paymentus Authorized obligations related to Client systems or any third party Processor will continuously review its settlement and systems that participate in the payment transactions direct debit processes for its simplicity and that are outside of Paymentus Platform. efficiencies. Client and Paymentus agree to fully co- operate with each other if Paymentus were to change Paymentus highly recommends that Client its settlement and invoicing processes. uses Paymentus Fully Hosted Solution to substantially reduce its PCI compliance and data breach risks. 5 General Conditions of Services If Client chooses to use any other option 5.1 Service Reports other than Paymentus Fully Hosted Solution, Client agrees and warrants that Client shall remain PCI Paymentus shall provide Client with reports I compliant throughout the term of this Agreement. For summarizing use of the Services by Users for a given clarity, just because Client uses PCI compliant reporting period. applications such as its billing software, it does not eliminate the need for Client to be PCI compliant. Per 5.2 User Adoption Communication by Client PCI requirements, if a party's systems participate in processing, or accepting or storing card transactions, Client will make Paymentus' Services such party is required to be PCI compliant as the available to its residential and commercial Clients by systems are in scope. different means of Client communication including a) through bills, invoices and other notices; b) by, 4.3 Explicit User Confirmation providing IVR and Web payment details on the Client's website including a "Pay Now" or similar link Paymentus shall confirm the dollar amount of on a mutually agreed prominent place on the web site; all Payments to be charged to a Card and c)through Client's general IVR/Phone system;and d) electronically obtain the User approval of such other channels deemed appropriate by the Client. charges prior to initiating Card authorizations transaction. Paymentus will provide User with Paymentus shall provide Client with logos, graphics electronic confirmation of all transactions. and other marketing materials for Client's use in its communications with its users regarding the Services 4.4 Merchant Account and/or Paymentus. Paymentus will arrange for the Client to have Both parties agree that Paymentus will be presented a merchant account with the Paymentus Authorized as a payment method option. Client will communicate Processor for processing and settlement of the credit Paymentus option to its end residential and card transactions. commercial Clients wherever Client usually communicates its other payment methods. 4.5 Card Authorization 5.3 Independent Contractor For authorization purposes, Paymentus will electronically transmit all Card transactions to the Client and Paymentus agree and understand appropriate card associations in real time as the that the relationship between both parties is that of an transactions occur. independent contractor. 4.6 Settlement 5.4 Client's Responsibilities Master Services Agreement—Absorbed Page 4 of 10 Confidential&Proprietary 100205 , -f Paymentus In order for Paymentus to provide Services To Paymentus outlhed in this Agreement,the Client shall co-operate CIO: President and CEO - with Paymentus by: Address: 13024 Ballantyne Corporate Place • Suite 450 (I) Client will enter into all applicable merchant Charlotte, NC 28277 Card or cash management agreements. Email:ceotabavmentus.com (ii) For the duration of this Agreement, Client will Notices shall be declared to have been given or keep a bill payment link connecting to Paymentus received on the date the notice is physically received Sys em at a prominent and mutually agreed location if given by hand delivery, or if notices given by US on the Client website. The phone number for the IVR Post,then notice shall be deemed to havebeen given payment will also be added to the web site. Client will upon on date said notice was deposited in the also add the IVR payment option as part of the mail addressed in the manner set forth above. Any Client's general phone system. party hereto by giving notice in the manner set forth herein may unilaterally change the name of the (iii) User Adoption marketing as described in 5.2. person to whom notice is to be given or the address at which the notice is to be received. (iv) Within 30 days of the merchant account setup, Client will launch the service to the Users. 7.3 Interpretation . (v) For the purpose of providing Client a posting It is the intent of the parties that no portion of file for posting to Client's billing system, Client will this Agreement shall be interpreted more harshly pro ide the file format specification currently used to against either of the parties as the drafter. pos its payments to the billing system. Client will fully cooperate with Paymentus and provide the 7.4 Amendment of Agreement info mation required to integrate with Client's billing system. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 6 Governing Laws 7.5 Severability This Agreement shall be governed by the law of the state of Texas. If a word, sentence or paragraph herein shall be declared illegal, unenforceable, or 7 Communications unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement,and 7.1 Authorized Representative this Agreement shall be read as if said word,sentence or paragraph did not exist. Each party shall designate an individual to act as a representative for the respective party, with 7.6 Attorney's Fees the authority to transmit instructions and receive information. The parties may from time to time Should any litigation arise concerning this de-ignate other individuals or change the individuals. Agreement between the parties hereto, the parties agree to bear their own costs and attorney's fees. 7.2 Notices 7.7 Confidentiality All notices of any type hereunder shall be in wri ing and shall be given by Certified Mail or by a Client will not disclose to any third party or nat onal courier or by hand delivery to an individual use for any purpose inconsistent with this Agreement aut orized to receive mail for the below listed any confidential or proprietary non-public information ind viduals, all to the following individuals at the it obtains during the term of this Agreement about foil wing locations: Paymentus' business, operations,financial condition, technology; systems, no-how, products, services, To Client suppliers,Clients, marketing data,plans,and models, C/O: Laurie Hadley, City Manager and personnel. Paymentus will not disclose to any Address: 221 East Main Street, Round Rock, TX third party or use for any purpose inconsistent with 78664 this Agreement any confidential User information it Master Services Agreement—Absorbed Page 5 of 10 Coifidential&Proprietary 100205 Paymentus receives in connection with its performance of the and attorneys (collectively, the"Client Indemnitees"). services. from and against all liabilities, demands, losses, damages, costs or expenses (including reasonable 7.8 Intellectual Property attorney's fees and costs), incurred by any Client Indemnitee as a result or arising out of (i) the willful In order that the Client may promote the misconduct or negligence of Paymentus in Services and Paymentus' role in providing the performing the Services or (ii) a material breach by Services, Paymentus grants to Client a revocable, Paymentus of its covenants. non-exclusive, royalty-free, license to use Paymentus' logo and other service marks (the 8.2 Client Indemnification and Hold Harmless "Paymentus Marks") for such purpose only. Client does not have any right, title, license or interest, Client agrees to the fullest extent permitted express or implied in and to any object code, by law, to indemnify and hold harmless Paymentus, software, hardware, trademarks, service mark, trade its affiliates, officers, directors, stockholders, agents, name, formula, system, know-how, telephone employees, and representatives, (collectively, the number, telephone line, domain name, URL, "Paymentus Indemnitees") from and against all copyright image, text, script (including, without liabilities, demands, losses, damages, costs or limitation, any script used by Paymentus on the IVR expenses (including without limitation reasonable or the WebSite) or other intellectual property right of attorney's fees and expenses) incurred by any Paymentus ("Paymentus Intellectual Property"). All Paymentus Indemnitee as a result or arising out of(i) Paymentus Marks, Paymentus Intellectual Property, the willful misconduct or negligence of Client related and the System and all rights therein (other than to the Services or (ii) a material breach of Client's rights expressly granted herein) and goodwill pertain covenants. thereto belong exclusively to Paymentus. 8.3 Warranty Disclaimer 7.9 Force Majeure Except as expressly set forth in this Paymentus will be excused from performing Agreement, Paymentus disclaims all other the Services as contemplated by this Agreement to representations or warranties, express or implied, the extent its performance is delayed, impaired or made to the Client or any other person, including rendered impossible by acts of God or other events without limitation, any warranties regarding quality, that are beyond Paymentus' reasonable control and suitability, merchantability, fitness, for a particular without its fault or judgment, including without purpose or otherwise of any services or any good limitation, natural disasters, war, terrorist acts, riots, provided incidental to the Services provided under acts of a governmental entity (in a sovereign or this Agreement. contractual capacity), fire, storms, quarantine restrictions, floods, explosions, labor strikes, labor 8.4 Limitation of Liability walk-outs, extra-ordinary losses utilities (including telecommunications services), external computer Notwithstanding the foregoing, the parties "hacker"attacks, and/or delays of common carrier. agree that neither party shall be liable to the other for any lost profits, lost savings or other special, indirect 7.10 Time of the Essence or consequential damages,even if the party has been advised of or could have foreseen the possibility of Paymentus and Client acknowledge and such damages. Paymentus'total liability for damages agree that time is of the essence for the completion of for any andall actions associated with this Agreement the Services to be performed and each parties or the Services shall in no event exceed the specific respective obligations under this Agreement. dollar amount of the Paymentus Service Fee paid to Paymentus for the particular payment transaction which is the subject matter of the claim of damage. 8 Indemnification 9 Term and Termination 8.1 Paymentus Indemnification and Hold Harmless 9.1 Term Paymentus agrees to the fullest extent The term of this Agreement shall commence on the permitted by law, to indemnify and hold harmless the effective date of this Agreement and continue for a Client and its governing officials,agents, employees, period of five(5)years("Initial Term")from the Launch Master Services Agreement—Absorbed Page 6 of 10 Confidential&Proprietary 100205 i Paymentus Date. Services under this Agreement shall begin . within 30 days of the merchant account setup. 9.3 Upon Termination Six 6) Months prior to the conclusion of the initial Upon termination of this Agreement,the parties agree Te , Paymentus will contact the Customer and to cooperate with one another to ensure that all prov de Customer with the option to renew for Payments are accounted for and all refundable suc essive three (3) year period. Customer must transactions have been completed.Upon termination, affir p atively act to renew within the ensuing six (6) Paymentus shall cease all Services being provided months, or the Agreement shall terminate. Renewal hereunder unless otherwise directed by the Client in for liadditional three (3) year period(s) may be writing. negotiated at then-current rates. This Agreement can be terminated without cause by Clie t by providing Paymentus.with not less than 30 day ' prior written notice along with a check for the ter enation fee as provided under Schedule C. For - clari y, for the termination to be effective under this pro ision, it must be accompanied by a check as per Sch-dule C. 9.2 Material Breach A aterial breach of this Agreement shall be cured wit in 90(ninety)days("Cure Period")after a pa notifies the other of such breach. In the event, suc material breach has not been cured within the Cur- Period, the non-breaching party can terminate this Agreement by providing the other party with a 30 (thi y)days notice. • Master Services Agreement—Absorbed Page 7 of 10 Cnfidential&Proprietary 100205 Paymentus Schedule A— Paymentus Service Fee Schedule Paymentus Service Fee charged to the Customer will be based on the following table: Paymentus Service Fee(Absorbed Fee Model) Utility Payments • Average Payment Amount:$120 • Maximum Payment Amount shall be$1,200,to be billed in increments of$300. Multiple Payments may be made. Paymentus Service Fee per qualified utility rate transaction shall be: • Credit/Debit Card $1.50(VisaTM, MasterCardTM, DiscoverTM Utility Rate Program) • ACH/e-Check $0.85 Paymentus Service Fee for transactions that do not qualify for the Utility Rate Program("Non- qualified Transactions") • 2.65%of excess non-qualified transaction amount. Paymentus Service Fee for Returns/Charge backs shall be: • $10 per item Maximum Payment Amount shall be$1,200,to be billed in increments of$300. Multiple Payments may be made. Paymentus may apply different limits per transactions for user adoption or to mitigate risks. Master Services Agreement—Absorbed Page 8 of 10 Confidential&Proprietary 100205 Paymentus Schedule B—Additional Paymentus Services • Paymentus Service Fee charged to Customer will be based upon the following table: Paymentus Enterprise Communication Manager(ECM) Paymentus Enterprise Communications consists of outbound IVR (Integrated Voice Response— automated phone messaging), email, and SMS(Short Message Service—Text Messaging.There is no charge to the Customer for the infrastructure enabling these services. The fee to the Customer is charged on a per use basis, as follows: • IVR Outbound Message $0.15 per call • Email Outbound Message - $0.05 per email message • SMS Outbound Message $0.25 per message(Available Upon Request) Fee Structure: f� Up to 1,000 combined messages(IVR, Email or SMS) per month: No Charge • In excess of Allotted Messages per month: o $0.15 per IVR message o $0.05 per Email message d $0.25 per SMS message O The cost for customization of your outbound messages by Paymentus: No Charge 1 Master Services Agreement—Absorbed Page 9 of 10 Confidential&Proprietary 100205 } Paymentus Schedule C — Early Termination Fee Paymentus Early Termination fee charged to Customer will be based upon the following table: Paymentus Termination fees Year one(1)of initial term: $100,000.00 Year two(2)of initial term: $75,000.00 Year three(3) of initial term: $50,000.00 Additional years of initial term or renewal $25,000.00 term if outside the terms of termination outline within 9.1 of this Master Services Agreement. • Master Services Agreement-Absorbed Page 10 of 10 Confidential&Proprietary 100205 ,..,- --., °._�. City of Round Rock 1,.7. ROUND ROCK TEXAS Agenda Item Summary Agenda Number: Title: Consider executing a Master Services Agreement with Paymentus for electronic bill payment services for City utilities. Type: City Manager Item e overning Body: City Manager Approval Agenda Date: 2/16/2018 Dept Director: Heath Douglas Cost: $0.00 Indexes: Attachments: Paymentus Master Services Agreement Final (00394965xA08F8), LAF- Paymentus Master Services Agreement(00394964xA08F8) Department: Information Technology Txt of Legislative File CM-2018-1635 onsider executing a Master Services Agreement with Paymentus for electronic bill ayment services for City utilities. his is a five year agreement with Paymentus Corporation for Electronic Bill Payment and Integrated oice Response(IVR)services. Paymentus services will be integrated into the City's new Munis Utility Billing system to provide Over-The-Counter and IVR payment processing and voice notification services. The Paymentus fees are billed as a per transaction rate with the following rates. otifications • $.15 per outbound voice notification **SMS and Email notification fees are not applicable in this agreement.This form of notificaition will be handled by the SEW Customer Portal. The SEW agreement received Council approval on January 25th. •ayment Processing • $1.50 Credit/Debit Card transaction • $.85 ACH/e-Check transaction • $10 per Return/Charge Back ntegration/lmplementation service fees amounting to$16,500 have been waived based on a five ear term agreement with Paymentus. City;of Round Rock Page 1 Printed on 2/15/2018 Agend Item Summary Continued(CM-2018-1635) C•st:$0(Fees will be payed annually based on actual customer transactions) S•urce of Funds: General Fund - Utility Billing Operating Budget-20017003-5216 CitY of Round Rock Page 2 Printed on 2/15/2018