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CM-2023-094 - 5/5/2023SUPPLEMENTAL AGREEMENT NO.2 TO "MASTER SERVICES AGREEMENT" WITH PAYMENTUS CORPORATION CITY OF ROUND ROCK § STATE OF TEXAS § COUNTY OF TRAVIS § COUNTY OF WILIAMSON § KNOW ALL BY THESE PRESENTS: This S a plemental Agreement No. 2 to "Master Services Agreement" (the "Agreement"), executed this ', 2023, is by and between Paymentus Corporation, a Delaware Corporation, with a principal lace of business at 11605 North Community House Road, Suite 300, Charlotte, North Carolina 28277 ("Paymentus") and City of Round Rock, Texas, a home -rule municipality, with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the "City"). WHEREAS, the City and Paymentus previously executed the referenced "Master Services Agreement" for electronic bill payment services for City utilities with Paymentus, hereinafter called the "Master Services Agreement," on February 16, 2018; and WHEREAS, the City and Paymentus previously executed "Supplemental Agreement No. 1 to the Master Services Agreement" setting forth the terms and conditions for Paymentus to integrate with the City's AMI data to provide Usage Data within the Customer Portal at no additional cost to the City; and WHEREAS, Paymentus has made product decisions that remove the ability to integrate with AMI data or provide Usage Data within the Customer Portal, thereby providing a need for a different solution; and WHEREAS, the City has agreed to a third -party application that Paymentus resells; and WHEREAS, the parties desire to amend the terms and conditions as set forth herein and add additional fees to the "Master Services Agreement;" NOW THEREFORE, in consideration of the commitments and obligations in the "Master Services Agreement," "Supplemental Agreement No. I to the Master Services Agreement," and this Agreement, the City and Paymentus agree that said "Master Services Agreement" is amended as follows: 1. APPLICATION LICENSE AND HOSTING. a. General Application Hosting Services. This Agreement shall set forth the terms and conditions pursuant to which Paymentus shall provide to the City access and use of the software application (the "Application") more fully described in Exhibits "A" and Cq,2022--Odq� "B" to this Agreement, said Exhibits attached hereto and incorporated herein by reference for all purposes. The functional capabilities to be provided by Paymentus, as more fully described in Exhibit "A," which shall be collectively referred to as the "Services." b. License to Use Application. Paymentus via a third -party contractual relationship allowing them, hereby grants to the City the nonexclusive, nontransferable right and license during the term of this Agreement to use the Application for the City's internal business purposes pursuant to the terms of this Agreement. Except for this limited license, Paymentus shall retain all right, title and interest in and to the Application. Except for the license granted herein, the City shall not make any other use of the Application. The City shall not provide, disclose or make available the Application to any third -party without the prior written consent of Paymentus. c. Hosting Services. Backup. Paymentus shall maintain a complete and current copy of the Application. Downloads. Paymentus at its expense shall make a complete backup of the downloaded information supplied by the City. iii. Security. Paymentus shall use commercially reasonable practices to prevent unauthorized access to the restricted areas of the Application and any databases or other sensitive material generated from or used in conjunction with the Application. Paymentus shall promptly notify the City of any known security breaches. Use of the Application shall be password protected. It shall be the City's responsibility to administer the use, distribution and security of such passwords. The City shall immediately notify Paymentus in the event that such passwords are compromised or being used by unauthorized users. 2. COMPENSATION. a. Fees. As compensation for the Application license and the provision of the Services, the City shall pay PAYMENTUS the fees specified in Exhibit "B" (collectively the "Services Fees"). b. Late Payment. Late payments shall incur a monthly interest charge as set forth in the Texas Prompt Payment Act. 3. CITY'S RESPONSIBILITIES. a. Computer Hardware / Internet Connection. The software requires certain data to be extracted from the City's systems in order populate the databases. This requires that the software data loader program be placed on the City's systems computer to pull data. The City shall be responsible for supplying and maintaining all computer hardware at 2 its site. The computer hardware shall meet the following requirements: 1) computer connected to the internet with at least a 15 MB internet bandwidth capacity; 2) internal computer storage of 12 GB ram; and 3) 150 GB disc space, and computer must be accessible by Paymentus through secured internet connection. b. Transfer File Specifications. The City shall provide the data to Paymentus in accordance with the file specifications to be provided to the City. c. Privacy Policy. The City shall be responsible for the content of any use or privacy policy to be included on the website. Said policy shall be made available to Paymentus as a hyperlink for inclusion on the website for the portal. Paymentus shall not responsible for damages resulting from the website privacy or use policy supplied by the City. 4. MAINTENANCE. Paymentus agrees to provide maintenance of the Application and shallfrom time to time update the Application at no cost to the City. Non -current versions of the software shallsunset six (6) months after a major software release. 5. TERM AND TERMINATION a. Initial Term. The initial term of this Agreement shall commence upon the execution of this Agreement by both parties and remain in full force and effect until the expiration of the initial term as set forth in the "Supplemental Agreement No. I to the Master Services Agreement," unless terminated by either party for cause, as described in subsection (c) below. b. Renewal. Upon the expiration of the initial term as set forth in "Supplemental Agreement No. I to the Master Services Agreement," the Parties agree to negotiate in good faith a continuation of services, which shall in no way guarantee or commit either party to a renewal. Any renewal of the term of this Agreement shall require approval of a written agreement between the parties. c. Termination for Cause. A party may terminate this Agreement in the event of the following: i. the other party is in default of a material obligation under this Agreement and such default has not been cured within thirty (30) days from the receipt of written notice of the default from the non -defaulting party. If the default specified in the notice is cured within the thirty (30) day period, this Agreement shall remain in effect; or ii, the other party enters into liquidation or is dissolved or declared bankrupt or has a receiver or administrator appointed over all or part of its assets. d. Survival. The terms, conditions and warranties of this Agreement that by their nature are intended to survive termination shall survive the termination of this Agreement, including but not limited to Confidential Information and Limited Warranty. 6. SERVICE LEVEL Paymentus shall provide support for the software in accordance with generally accepted professional standards and practices, and shall observe sound management practices, and employ appropriate technology and safe and effective methods. i. WARRANTIES. a. Services Warranties. Paymentus warrants that the software shall perform as intended and there is no outstanding contract, commitment or agreement to which Paymentus is a party or legal impediment of any kind known to Paymentus which conflicts with this Agreement or might limit, restrict or impair the rights granted to City hereunder. b. City Warranties. The City warrants that it shall not use the Application or the Services for unlawful purposes (including, without limitation, infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, pornography, obscenity, defamation, and illegal use, transportation or sale of tobacco, controlled substances and firearms), or to interfere with, or disrupt, other network users, network services, or network equipment. Disruptions include, without limitation, distribution of unsolicited advertising or chain letters, repeated harassment of other network users, wrongly impersonating another user, falsifying one's network identity for improper or illegal purposes, sending unsolicited mass e-mailings, propagation of computer viruses, using the network to make unauthorized entry to any other machine accessible location, via the network, and distributing of tools designed for compromising security (i.e. including, but not limited to, password guessing programs, cracking tools or network probing tools). In addition to those termination rights set forth in Section 5 above, Paymentus may suspend or terminate the Services immediately, without prior notice to the City, in the event Paymentus believes, in good faith, that the City is utilizing the Application or the Services for any such illegal or disruptive purpose. c. DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. DATA OWNERSHIP. "Identity Content" given to Paymentus by the City under this Agreement shall at all times remain the property of the City and shall be included as Confidential Information in Section 12 below. Paymentus shall have no rights in the `Identity Content" other than the limited right 4 to use such for the purposes of the Application's use or those expressly set forth in this Agreement. For the purposes of this Agreement, "Identity Content," shall mean any and all data received from the City that is identifiable as data from that the City or data identifiable to a specific individual. 9. NON -DISCLOSURE OF SOFTWARE. The City shall not disclose or reveal any of the Software Application's screens or text to anyone other than its employees and its members and users as intended by this Agreement. 10. INDEMNITY. This Section shall defer to language in the "Master Services Agreement" and./or "Supplemental Agreement No.I to the Master Services Agreement." 11. CONFIDENTIAL INFORMATION. The City's "Confidential Information" shall include any passwords used in connection with the Application, content which City designates as confidential, and any other materials of the City which City designates as confidential and is considered confidential pursuant to the laws of the State of Texas. Paymentus shall hold the City's Confidential Information in confidence and shall not disclose such Confidential Information to third -parties nor use the City's Confidential Information for any purpose other than as necessary to perform the Services under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by Paymentus, (b) becomes, through no act or fault of Paymentus, publicly known, (c) received by PAYMENTUS from a third -party without a restriction on disclosure or use, (d) independently developed by PAYMENTUS without reference to the City's Confidential Information, or (e) required by law to be disclosed. 12. LIMITATIONS ON LIABILITY. This section shall defer to language in the "Master Services Agreement" and/or "Supplemental Agreement No I ." 13. GENERAL PROVISIONS. a. Governing Law. This section shall defer to language in the "Master Services Agreement" and/or "Supplemental Agreement No. I to the Master Services Agreement." b. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach. c. Legal Investigations. The City acknowledges that Paymentus may be required by current or future law or regulation to access, monitor, store, duplicate, or otherwise process the City data held by Paymentus. Without. limitation, the City expressly authorizes Paymentus to use personally identifiable information and other account information in connection with any such investigation, including by disclosing it to any third -party authority that Paymentus considers has a legitimate interest in any such investigation or its outcome. Evidence of illegal or prohibited activities may be disclosed to law enforcement authorities. d. Force Majeure. Neither party shall be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, riots or civil commotion, labor strikes or difficulties, transportation stoppages or slowdowns, lack of utility services. e. Assignment. Paymentus may not assign its rights, delegate its duties or subcontract its rights without the City's prior written consent, which shall not be unreasonably withheld, delayed or conditioned. The City may assign, transfer, delegate or grant all or any part of its rights pursuant to this Agreement to any person or entity with the prior written consent of Paymentus, which shall not be unreasonably withheld, delayed or conditioned. Any assignment, delegation or subcontract in violation of this Section shall be void and of no effect. The parties' rights and obligations shall bind and inure to the benefit of their respective successors and permitted assigns. f. Commercial Use. The City agrees that Paymentus may use the City's name and logo in connection with referencing Paymentus clients in any publication, web site or press release. Paymentus may not use the name and logo for any non -client related reference. g. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee -employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. h. Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified in the "Master Services Agreement." Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, electronic mail, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing. i. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. j. Entire Agreement. This Agreement, including Exhibits "A" and "B" attached hereto, sets forth the understanding and agreement of the parties of this portion of the T relationship. It does, however defer to the "Master Services Agreement" and "Supplemental Agreement No. 1 to the Master Services Agreement" for material terms and conditions and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date set forth above. PAYMENTUS CORPORATION i ature: Name: Chris J Lewis Title: VP Strategic Growth Date: April 25, 2023 Y OF ROUND ROCK kvti L� Signatur : Name: W + y oyxA L.-llllGr " Title- City Manager EXHIBIT A — Paymentus Advanced Portal Expanded Customer Portal Scope of Services Paymentus will provide, the X3 Notifications Payment Integration usage and alerts portal. Functionality . Leak Alerts • Integration to will include:AMI Presentment • Usage Threshold Paymentus CP • Compare previous usage Alerts • Security • Compare usage in my • High Bill Alerts • PCI Compliant neighborhood . Weekly Usage • SOC 2 Type 2 • Weather information through Summary Encryption Aeris Weather (extra fee) including (Temperature/Precip/Humidity) • Usage analytics widgets • Heat Map • Linking multiple accounts • 13 months of interval data AMI Data X3's Charts and Data views makes it easy for users to access data visualizations providing side - by -side comparisons across usage periods. Users can easily toggle or drill down between interval, hourly, weekly, monthly, and billing period views to examine trends and usage variability. Interactive charts and heat maps, toggling between interval, hourly, daily, monthly, and, if available, real-time data helps users diagnose expensive or wasteful usage patterns. Color -coding identifies higher than average usage patterns while opposite colors present lower than average usage. Easily identifying "hot spots" or extensive usage issues for a CSR or customer. The X3 Data tab or "heat map" allows customers and CSRs the ability to view and download tabular information in both CSV and Green Button format. The Data page reporting includes a number of selection options for data layout to enable visualization and comparison of usage across different time scales (e.g., hour by day or day by week). Notifications With AMI, customers can sign up for multiple types of alerts. If the system fails to record a 0 usage hour over the 24-hour daily period, customers can receive an email or text to let them know there could be an issue. The content can guide them to reference sites for videos or instructions on how to check for leaks. X3 can also work with the AMI headend, taking alerts via API to share with customers as well. Payment Integration Full integration via the Paymentus payment experience is available as Round Rock desires. 8 EXHIBIT B Paymentus Advanced Portal Fee Schedule The Services will initially consist of implementation and configuration services. The Paymentus Fee will be as specified below, and will be paid by the CITY, in advance for each of the four (4) remaining years of the MASTER SERVICES AGREEMENT and SUPPLEMENTAL AGREEMENT NO.1 Initial Term. Portal Services Number of I Integration Cost I Per Account Cost ` Accounts I X3 AMI Data Est. 35,000 $15,000.00 $1.201Account/Year Presentment (To Implementation Be Verified Total $42,000.001Yr Notifications by Actuals) $20,000.00 Client Paymentus CP Configuration Integration Discounts i Implementation Partner Client Discount: Discount -$30,000.00Near $15,000.00 I Configuration i Discount $20, 000.00 Total Cost discounted Est. Annual cost to $0 $12,000.00lyear lI ROUND ROCK TEXAS City of Round Rock Agenda Item Summary Agenda Number: Title: Consider executing Supplemental Agreement No. 2 to "Master Services Agreement" with Paymentus Corporation. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 5/5/2023 Dept Director: Susan Morgan, CFO Cost: $12,000.00 Indexes: utility Fund Attachments: Signed_ Supplemental Agreement No. 2 w_Paymentus CLEAN cl signed, Contract - Paymentus Corp - R-2202-131 4_28_2022 Department: Finance Text of Legislative File CM-2023-094 Consider executing Supplemental Agreement No. 2 to "Master Services Agreement" with Paymentus Corporation for Advanced Metering Infrastructure (AMI) data integration for customer usage statistics. The new AMI data will provide customers with access to current and previous water consumption, comparison to usage in the neighborhood, annual data and important customer notifications. This amendment will increase the annualized cost of contracted services by $12,000, which includes an implementation and client configuration discount. The term of this agreement is concurrent with the original contract that expires on July 31, 2027. Staff recommends approval of this item and is available for any questions. Cost: $12,000 per year Source of Funds: Utility Fund City of Round Rock Page 1 of 1